Ganesh Benzoplast Limited
Your Directors have pleasure in presenting their 29th Annual Report on the business andoperations of the Company together with the Audited statement of Accounts of the Companyfor the year ended March 312016.
( Rs. Millions)
|PARTICULARS ||2015-16 ||2014-15 |
|Gross Revenue from Operations ||1239.11 ||1273.07 |
|Less:- Excise duty ||44.80 ||50.41 |
|Net Revenue from operation ||1194.31 ||1222.66 |
|Other Income ||11.78 ||3.36 |
|Profit /(Loss) before Depreciation Interest Taxation and Exceptional items ||386.00 ||234.42 |
|Less: Depreciation ||(107.19) ||(190.16) |
|Profit/(Loss) Before Interest Taxation and Exceptional items ||278.81 ||44.25 |
|Less: Interest ||(156.24) ||(147.21) |
|Profit /(Loss) before Exceptional items and Taxation ||122.56 ||(102.96) |
|Add/(Less):- Exceptional / prior Period income/(Expense ||359.05 ||103.74 |
|Profit /(Loss) before Taxation after Exceptional Item ||481.61 ||0.79 |
The total turnover of the Company during the year was Rs. 1194.31 Millions as againstRs. 1222.66 Millions in previous financial year.
The profit before tax for the year under review is Rs. 122.56 Millions (previous year aloss of Rs. 102.95 Millions) excluding exceptional income.
The net profit during the year recorded to Rs. 481.61 Millions including exceptionalincome of Rs. 359.05 Millions on account of write back of pending waiver. As against netprofit of Rs. 0.79 Millions including exceptional income of Rs. 103.74 Millions in theprevious year.
Basic and diluted Earnings per share (EPS) from normal business operations computed inaccordance with the accounting Standard was Rs. 2.37 per shares as against Rs. (1.99) pershare for the previous year.
With a view to conserve the resources for the Companys Business operations yourDirectors have deemed it prudent not to recommend any dividend for the year ended March31 2016.
TRANSFER TO RESERVE
For the Financial year March 31 2016 the Company had not transferred any sum toreserves. Therefore your Company proposes to transfer the entire amount of profit toprofit and loss accounts of the Company.
BUSINESS DEVELOPMENT & EXPANSION
During the year the Company completed refurbishment of tanks/ tank farm and laying ofSS pipeline from the shallow jetty to JNPT terminal which will handle additional shiploading.
The Company has also expansion opportunities available at Goa and Cochin terminals.
The Company is also getting job contracts or Turnkey contracts for specific projectsand presently the Company is handling job contract at Silvasa.
Under Chemical division in the coming years the Company will add new products and alsoconcentrate on increasing the capacity utilization of plants and to improve the sale bycost conservation and greater margins.
MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.
The paid up equity share capital of the Company as on March 31 2016 was Rs. 51.78Millions. During the year under review the Company has not issued any shares. The Companyhas not issued shares with differential voting rights. It has neither issued employeestock options nor sweat equity shares.
The Equity Shares of your Company are listed and actively traded on the Bombay StockExchange Limited (BSE).
The Company has entered into new Listing Agreement with BSE Limited as per the NewListing Regulations 2015 and in compliance with Regulation 109 of the Securities andExchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009.
The Company does not have any subsidiary.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
Mr. Raunak Pilani (DIN 00932269) will retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for re-appointment.
During the financial year no changes have been occurred in the Directors of theCompany.
KEY MANAGERIAL PERSONNEL
During the year Mr Ramakant Pilani was appointed as Chief Executive Officer (CEO) ofthe Company w.e.f September 26 2015.
Mr. Rishi Pilani Chairman & Managing Director Mr. Ramesh Pilani Chief FinancialOfficer and Ms. Ekta Dhanda Company Secretary continued to function as Key ManagerialPersonnel of the Company during the year under review.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors of the Company confirming that they meet thecriteria of independence as prescribed under sub-section (6) of Section 149 of theCompanies Act 2013 in respect of their position as an "Independent Director" ofCompany.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review Seven (7) Board Meetings were held the details of whichare given in the Corporate Governance Report which forms part of this Annual Report.
The intervening gap between two consecutive meetings was within the period prescribedunder the Companies Act 2013 and the Listing Regulations 2015.
The Audit Committee is constituted in line with the regulatory requirements mandated bythe Companies Act 2013 and Listing Regulations 2015. The details of the Committee andits terms of reference are set out in the Corporate Governance Report forming part of theBoards Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by the Companies Act 2013 and Listing Regulations 2015. Thedetails of the Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Boards Report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review. .
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
PERFORMANCE EVALUATION OF BOARD COMMITTEES & INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of theListing Regulations 2015 the Board has carried out the annual performance evaluation ofits own performance the Directors individually as well as the evaluation of the workingof its Statutory Committees. The performance of the Board various Board CommitteesChairman and Individual Directors (including Independent Directors) was found to besatisfactory.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS.
The details of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to financial statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arms length basis in the ordinary course of business and were in compliance withthe applicable provisions of the Companies Act 2013 and the Rules made thereunder and theListing Regulations (erstwhile Listing Agreement entered into with the Stock Exchange).There were no materially significant Related Party Transactions made by the Company duringthe year. All Related Party Transactions are placed before the Audit Committee and alsothe Board for approval.
A statement of all related party transactions is placed before the Audit Committee forits review on quarterly basis specifying the nature value and terms and conditions ofthe transactions. The Company has adopted a Related Party Transactions Policy.
Details of transactions with Related Parties are given in the Notes to the FinancialStatements in accordance with the Accounting Standards. There were no transactions duringthe year which would require to be reported in Form AOC 2.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism /Whistle blower Policy for the employeesto report their genuine concerns or grievances. The Audit Committee of the Companyoversees the Vigil Mechanism.
AUDITORS & AUDITORS REPORT
M/s Samria & Co. Chartered Accountants(Registration No. 109043W) have beenappointed as the Statutory Auditors of the Company for a period of five (5) years from theconclusion of the 27th Annual General Meeting till the conclusion of the 32nd AnnualGeneral Meeting. The Board now recommends the appointment of M/s Samria & Co. forratification by the members at the Annual General Meeting for the Financial Year 2016-17.
The notes on financial statements referred to in the Auditors Report areself-explanatory and therefore do not call for any further explanations or comments.
SECRETARIAL AUDIT & SECRETARIAL AUDIT REPORT
During the year under review M/s VKM & Associates Practicing Company Secretarywho was appointed as the Secretarial Auditor of the Company has issued the audit report inrespect of the secretarial audit of the Company for the financial year ended March312016.
The Secretarial Audit Report which forms a part of the Annual Report isself-explanatory and requires no further comments.
COST AUDITORS & COST AUDIT REPORT
In terms of the Section 148 of the Companies Act 2013 read with Companies (CostRecords and Audit) Rules 2014 the Company is required to maintain cost accountingrecords and get them audited every year.
The Board had on the recommendations of Audit committee appointed M/s. S K AgarwalCost Accountants as cost auditors of the Company for the financial year 2016-17 at a feeof Rs. 1.50 lacs (Rupees One Lac Fifty Thousand only) plus applicable taxes and out ofpocket expenses subject to the ratification of the said fees by the shareholders at theensuing annual general meeting. Accordingly a resolution seeking shareholdersratification for the remuneration payable to M/s. S K Agarwal cost accountants isincluded in the Notice convening the Annual General Meeting. The Cost audit report forFinancial year 2015-16 would be filed with the Central Government within prescribedtimelines.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 134 (3)(m)of the Companies Act 2013 read with theCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 2014relating to the foregoing Matters is given in the Annexure-I to the DirectorsReport.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
The information in accordance with the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure-ll to the Directors Report.
Since there is no employee receiving remuneration of Rs. 60 lacs or more or employedfor part of the year and in receipt of Rs. 5 lacs or more a month there is no informationrequires to be given under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act 2013 read with rules made thereunderyour Directors have constituted the Corporate Social Responsibility (CSR) Committee. Thesaid Committee has been entrusted with the responsibility and recommending to the Board aCorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company monitoring the implementation of the framework of the CSRPolicy and recommending the amount to be spent on CSR activities.
During the year under review the Company did not undertake any initiative for CSRactivities as the Company is under BIFR and rehabilitation period of seven yearsas mentioned under the sanctioned scheme on December 4 2015. However the Companyis under process of seeking approval of BIFR for the same and has not made any provisionfor CSR.
DISCLOUSRE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under has aninternal Policy on Sexual Harassment at Workplace (Prevention Prohibition and Redressal).
Under the policy an internal Complaint committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. The ICC is responsible for redressal ofcomplaints related to sexual harassment of women at the workplace in accordance withprocedures regulations and guidelines provided in the Policy.
During the year under review there were no complaints referred to the ICC.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which forman integral part of this Report are set out as separate Annexures together withthe Declaration regarding compliance of Code of Conduct by Board Members and SeniorManagement Personnel & Certificate from the auditors
of the Company regarding compliance with the requirements of Corporate Governance asstipulated in the Listing Regulations 2015.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 in included in this Report as Annexure -IIIand forms an integral part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference tofinancial statements.
The Internal Auditor evaluates the adequacy of the internal control system in theCompany and reports to the Audit committee.
AWARDS & RECOGNITION
Your Company has awarded for three consecutive years an award for handling highestLiquid Cargo at JNPT.
MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS
There were no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.
In earlier years net worth of the Company had been fully eroded as a result Companyhad approached to the Board for Industrial & Financial Restructuring (BIFR) forprotection provided under the Sick Industrial Companys (Special Provisions) Act1985 and the Company was declared as sick unit vide order of BIFR passed in May 2010 videreference no.42/2009 wherein the board has appointed IDBI as Operating Agency (OA) whichhas submitted the revival scheme to BIFR.
In April2013 Draft rehabilitation scheme (DRS) was circulated to public forsuggestion and objections. As per the directions of BIFR in December 2014 OperatingAgency (OA) submitted the revised final DRS incorporating some of the changes suggested byBIFR for its sanction.
Due to non-functioning of BIFR bench for longer time Company approached to Delhi Highcourt for sanctioning the scheme. On December 4 2015 the Honble High Court of Delhihas passed a judgment vide order No. W.P (C) 9320/2015 for sanctioning the DraftRehabilitation Scheme (DRS) of the Company filed in BIFR. The Company is underimplementation phase of the sanctioned scheme.
Company had filed civil criminal and Arbitration cases against various parties forrecovery of dues. As per the legal opinion and management perception the Company willrecover the substantial amount from the defaulting parties. Some of the parties andsuppliers have also filled cases against the Company as briefed in the contingentliabilities.
Your Directors would like to express their appreciation for the assistance andco-operation received from the Government authorities banks customers businessassociates and members during the year under review.
Your Directors also wish to place on record their appreciation for the committedservices by the executives staff and workers of the Company.
| ||On Behalf of the Board |
| ||For Ganesh Benzoplast Limited |
|Place: Mumbai ||Rishi Pilani |
|Date: May 30 2016 ||Chairman & Managing Director |