Your Directors have pleasure in presenting the 30th Annual Report of theCompany together with the audited financial statements of the Company for the financialyear ended March 31 2017
(Rs. in Millions)
| ||2016-17 ||2015-16 |
|Revenue From Operations ||1181.15 ||1194.31 |
|Other Income ||35.31 ||11.78 |
|Profit Before Interest and ||412.13 ||386.00 |
|Depreciation || || |
|Finance Cost ||(153.08) ||(156.24) |
|Depreciation ||(110.17) ||(107.19) |
|Net Profit Before tax and || |
|Exceptional items || || |
|Exceptional items (+ or -) ||(21.34) ||359.05 |
|Net Profit Before Tax (after Exceptional Items) ||127.54 ||481.61 |
|Net Profit for the year after Tax (after Exceptional Items) ||127.54 ||481.61 |
|Earing Per Share (Basic & Diluted) (In Rs.) (before Exceptional Items) ||2.88 ||2.37 |
The Revenue for the year is Rs. 1181.15 Millions (previous year Rs. 1194.31Millions). The Profit before Tax for the year rose to Rs. 148.89 Millions. (previous yearRs. 122.56 Millions) excluding exceptional items with an increase of 21.48%. The totalnet profit during the year recorded to Rs. 127.54 Millions.
Basic and diluted Earning per share (EPS) computed in accordance with the accountingStandard was Rs. 2.88 per shares as against Rs. 2.37 per share for the previous year(before Exceptional Items).
Due to negative networth the Company is unable to declare dividend for the year. Oncethe networth will become positive then the Company will recommend appropriate dividends.
TRANSFER TO RESERVE
For the Financial year March 31 2017 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 OUTLOOK & EXPANSION
The oil gas and chemical logistics business will continues to show good potential inIndia due to increase in import and export of oil products chemicals and LPG.
The Company will take advantage of this growth by maximum Capacity utilization at allthe three terminals and operating its newly expanded capacity at JNPT in the CurrentFinancial year 2017-18.
The Company has also received certain Statutory approvals for setting up of LPG storagetanks at its Goa terminal and the Company would actively pursue for the development of LPGstorage tanks at its Goa facility in the coming years.
The Company is also getting job contracts or Turnkey contracts for specific projectsand presently the Company is handling job contract at Kandla .
Under Chemical division also the Company is taking various steps to improve the salesalong with cost conservation measures to improve profitability
The paid up Equity Share Capital of the Company as on March 31 2017 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 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.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Rishi Pilani (DIN 00901627) will retire by rotationat the ensuing Annual General Meeting and being eligible has offered himself forre-appointment. The details of the aforesaid Director his expertise in various functionalareas as required to be disclosed under Regulation 36 (3) of the Listing Regulations formpart of the Notice of the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
Mr. Rishi Pilani Chairman & Managing Director Mr. Ramesh Pilani Chief FinancialOfficer Mr. Ramakant Pilani Chief Executive Officer and Ms. Ekta Dhanda CompanySecretary continued to function as Key Managerial Personnel of the Company during the yearunder 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 Ten Board Meetings were held the details of which aregiven in the Corporate Governance Report which forms part of this Annual Report. Theintervening gap between two consecutive meetings was within the period prescribed underthe 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 theBoard's 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 Board's Report.
DIRECTOR'S 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.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual
Return in Form MGT-9 as required under Section 92 of the Companies Act 2013 inincluded in this Report as Annexure I and forms an integral part of this Report.
NOMINATION & REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributes andother matters provided under Sub Section (3) of Section 178 of the Companies Act 2013.
The appointment/re-appointment/removal and term/ tenure of Director KMP and SeniorManagement Personnel will be determined by the Committee and recommended to the Board forapproval and the same shall be in accordance with the provisions of theCompaniesAct2013readwiththerulesmadethereunder and as per the SEBI (LODR) Regulations2015.
The Nomination & Remuneration Policy is also available on Company's websitewww.gblinfra.com.
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of Committees. The performance of the Board / Committee was evaluated afterseeking inputs from all the Directors/Committee members on the basis of the definedcriteria. Performance evaluation of Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated on the basis of relevant knowledgeexpertise experience devotion of time and attention. The Directors expressed theirsatisfaction with the evaluation process.
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 arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013 and the Rules made thereunder and theListing Regulations. There were no materially Party Transactions significant made by theCompany during the year. All Related Party Transactions are placed before the AuditCommittee and also the 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 establishedwith the Central Governmenta Vigil Mechanism / Whistleblower Policy for the employees to report their genuine concerns or grievances and thesame has been posted on Company's website www.gblinfra.com. The Audit Committee of theCompany oversees the Vigil Mechanism.
AUDITORS & AUDITORS' REPORT
M/s Samria & Co. Chartered Accountants (Registration No. 109043W) have beenappointed as the Statutory Auditors of the Company five(5) for a period of years from theconclusion of the 27th Annual General Meeting till the conclusion of the 32ndAnnual General Meeting. The Board now recommends the appointment of M/s Samria & Co.for ratification by the members at the Annual General Meeting for the Financial Year2017-18.
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 March 312017 and is annexed as Annexure-II to the Director's Report. The Secretarial Audit Reportwhich forms a part of the Annual Report is self-explanatory and requires no furthercomments.
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 auditcommittee appointed M/s. S K Agarwal Cost Accountants as Cost Auditors of the Companyfor the financial year 2017-18 at a fee ofRs. 1.50 Lacs (Rupees One Lac Fifty Thousandonly) plus applicable taxes and out of pocket expenses subject to the ratification of thesaid fees by the shareholders at the ensuing Annual General Meeting. Accordingly aresolution seeking shareholders ratification for the remuneration payable to M/s. S KAgarwal Cost Accountants is included in the Notice convening the Annual General Meeting.
The Cost audit report for financial year 2016-17 would within prescribed be filedtimelines.
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-III forming part of thisreport.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
The information in accordance with the provisions of Section 197 of the Companies Act2013 read with Rule 5 (1) and Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure-IV to the Director's Report.
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. Thedetails of the Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Board's Report. The said Committee has beenentrusted with the responsibility and recommending to the Board a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany monitoring the implementation of the framework of the CSR Policy and recommendingthe amount to be spent on CSR activities.
As required under Section 135 of the Companies Act 2013 during the financial year2016-17 your Company has spent Rs. 23 Lacs towards CSR expenditure. The Annual Report onCSR activities is annexed as Annexure-V to the Director's Report
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 No compliant was received from any employee during F.Y2016-17 and hence no complaint is outstanding as on March 31 2017 for redressal.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theDeclaration regarding compliance of Code of Conduct by Board Members and Senior
Management Personnel & Certificate from the auditors of the Company regardingcompliance with the requirements of Corporate Governance as stipulated in the ListingRegulations 2015.
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 controlsystem in the Company and reports to the Audit committee.
The Equity Shares of your Company are listed and actively traded on the Bombay StockExchange Limited (BSE).
The Company has paid annual listing fees to the BSE Stock Exchange for the financialyear 2017-18.
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 pursuant to the sanction of draft Rehabilitation Scheme by the Hon'ble High Court ofDelhi on December 04 2015 vide a Judgment order W.P (C) 9320/2015 the Company is inSecond year of implementation phase of Sanctioned Scheme. The Company is complying thesanctioned Scheme.
Company had filed civil and criminal cases against various parties for recovery ofdues. As per the legal opinion and management perception Company will recover thesubstantial amount from the defaulting parties. Some of the parties and suppliers havealso filled cases against the Company as briefed in contingent liabilities.
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.
Your Directors would like to express their appreciation for the assistance andco-operation received from the Port authorities and other Government authorities banksCustomers business associates 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.
For and on behalf of the Board of Directors
Chairman & Managing Director
Mumbai May 30 2017