Your Directors are pleased to present the 33rd Annual Report of GaneshBenzoplast Limited (the Company") together with the Audited FinancialStatements of the Company for the year ended 31st March 2020.
A summary of the Company's financial results for the Financial Year 2019-20 is asunder:
(Rs In Millions)
| ||Standalone ||Consolidated |
|Particulars || || || || |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Revenue From Operations ||2466.72 ||2116.41 ||2466.72 ||2116.41 |
|Other Income ||3.42 ||9.47 ||3.42 ||9.47 |
|Total Income ||2470.14 ||2125.88 ||2470.14 ||2125.87 |
|Profit Before tax and Exceptional items ||411.12 ||344.65 ||411.01 ||344.45 |
|Exceptional items / Prior Period Expenses ||(74.46) ||(31.79) ||(74.49) ||(31.79) |
|Profit before tax ||336.66 ||312.86 ||336.56 ||312.67 |
|Tax Expenses ||- ||- ||- ||- |
|Net Profit for the year after tax ||336.66 ||312.86 ||336.56 ||312.67 |
|Other Comprehensive Income for the year ||(1.41) ||(1.48) ||(1.41) ||(1.48) |
|Total Comprehensive Income for the year ||335.25 ||311.38 ||335.14 ||311.18 |
|Earing Per Share (Basic & Diluted) (In Rs) (before Exceptional items) ||7.94 ||6.66 ||7.94 ||6.65 |
The financial statements for the year ended 31st March 2020 have been prepared as perthe Indian Accounting Standards (Ind AS).
Financial Performance Review
On standalone basis the total Income for FY 2019-20 was Rs 2470.14 Millions which is16% higher over the Previous Year' income of Rs 2125.88 Millions. Our total income onconsolidated basis for FY 2019-20 was Rs 2470.14 Millions as against Rs 2125.87 Millionsduring FY 2018-19.
Normal operating PAT for FY 2019-20 stood at Rs 411.12 Millions as against previousyears figure of Rs 344.65 Millions thereby recording a growth of 19% (without consideringexceptional expenses). Exceptional items is on account of payment towards materializationof very old contingent liability pertaining to M/s The State Trading Corporation and M/sAvron Chemicals Pvt Ltd as per Hon'ble NCLT and High court orders respectively. Both theseparties pertain to Chemical Division of the Company and are trade creditors to Company.
Chemical Division of the Company is showing better performance in terms of increase inrevenue as well as profitability as compared to the past years. PBIT (before Exceptionalitem) of chemical division for the current year is Rs 61.03 Millions as compared to lossof Rs 28.84 Millions of previous year. The Networth of the Company is around Rs 1455.64Millions for the financial year 2019-20 as compared to Rs 1119.98 Millions for thefinancial year 2018-19.
There was no change in nature of business of the Company during the year under review.
With a view to conserve resources for expansion of business your Directors havethought it prudent not to recommend any dividend for the financial year under review.
Transfer to Reserve
For the Financial year 31st March 2020 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.
As on 31st March 2020 the authorised share capital of the Company is Rs 40 croresdivided into 400000000 equity shares of Rs 1/- each and the paid-up equity sharecapital is Rs 5.17 crores.
During the year under review the Company has not issued any shares. The Company hasnot issued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares.
Wholly-Owned Subsidiary Companies
The Company has two wholly owned subsidiary Companies- GBL Chemical Limited and GBL LPGPrivate Limited. Both the subsidiaries have not commenced its business as on 31st March2020. Pursuant to the provisions of Section 136 of the Companies Act 2013 the financialstatements of the Company consolidated financial statements and separate auditedfinancial statements in respect of subsidiaries are available on the website of theCompany www.gblinfra.com.
The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16(1) (c) of the Listing Regulations. The Policy as approved by the Board isuploaded on the Company's website at www.gblinfra.com
During the year under review no Company has become or ceased to be a subsidiary of theCompany. The Company does not have any associate or joint venture company.
Consolidated Financial Statements
The Consolidated Financial Statements have been prepared as per the relevant IndianAccounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of Indiaand notified under Section 133 of the Companies Act 2013 with the rules made thereunder.The said Consolidated Financial Statements form part of this Annual Report.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiaries is given in Form AOC-1 which forms an integral part of this Report.
The Company has not accepted any deposits from the public within the meaning of Section73 and 76 of the Companies Act 2013 and Rules made thereunder.
In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr Rishi Ramesh Pilani (DIN 00901627) Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends his re-appointment for the consideration of the Members of theCompany at the forthcoming Annual General Meeting. Pursuant to Regulation 36 of theListing Regulations read with Secretarial Standard-2 on General Meetings Brief profile ofMr Rishi Ramesh Pilani has been given in the Notice convening the Annual General Meeting.
Pursuant to Regulation 17(1) of the SEBI (LODR) Regulations 2015 and in accordance withSection 149(4) of the Act on recommendation of Nomination and Remuneration Committee theBoard of Directors vide its circular resolution passed on 15th February 2020 haveappointed Mr Niraj Nabh Kumar (DIN 03401815) as an Additional Director of the Company (inthe capacity of Independent Director) holds office up to the date of ensuing AnnualGeneral Meeting. The Company has received requisite notice in writing from a memberproposing Mr Niraj Nabh Kumar 's name for the office of Director. Accordingly the Boardrecommends the resolution in relation to appointment of Mr Niraj Nabh Kumar as aNon-executive Independent Director for the approval by the members of the Company.Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 onGeneral Meetings Brief profile of Mr Niraj Nabh Kumar has been given in the Noticeconvening the Annual General Meeting.
Mr. N N Kumar Non-Executive and Independent Director of the Company have given adeclaration to the Board that he meet the criteria of independence as provided undersection 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. In the opinion of the Board he fulfil the conditions specified in theAct its rules framed thereunder and Listing Regulations for appointment as IndependentDirector and he is independent of the management.
Mrs. Jagruti Gaikwad (DIN: 07177542) was appointed as Independent Director on the Boardof the Company at the 28th Annual General Meeting of the Company pursuant to theprovisions of Section 149 of the Companies Act 2013 read with the Companies (Appointmentand Qualification of Directors) Rules 2014 and the erstwhile Clause 49 of the ListingAgreement with the stock exchange. She holds office as Independent Director of the Companyup to date of 33rd AGM of the Company and her first term is expiring on the ensuingAGM.The Board recommends her re-appointment for second term for the consideration of theMembers of the Company at the forthcoming Annual General Meeting. Pursuant to Regulation36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings Briefprofile of Mrs. Jagruti Gaikwad has been given in the Notice convening the Annual GeneralMeeting.
During the year under review Mr. Nalinakshan S Kolangaradath has resigned as anIndependent Director of the Company w.e.f 28th February 2020 as he has attained the ageof 75 years and pursuant to amended Regulation 17 of SEBI (LODR) by inserting a new Para(1A) which requires that w.e.f. 1st April 2019 no listed entity shall appoint a personor continue the directorship of any person as a non-executive director who has attainedthe age of seventy five years unless a special resolution is passed to that effectsecondly his second term was expiring on 28th September 2020 and as per the provisions ofSection 149(10) the Companies Act 2013 "no independent director shall hold officefor more than two consecutive terms".
Key Managerial Personnel
In terms of the Section 203 of the Companies Act 2013 following are the KeyManagerial Personnel (KMP) of the Company as on the date of this report:
|S. No. Name of the KMP ||Designation |
|1. Mr. Rishi Ramesh Pilani (DIN 00901627) ||Chairman & Managing Director |
|2. Mr. Ramesh S Pilani ||Chief Financial Officer |
|3. Mr. Ramakant S Pilani ||Chief Executive Officer |
|4. Mrs. Ekta Dhanda ||Company Secretary |
Independent Directors' Declaration
All the Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015. In the opinion of the Board the IndependentDirectors fulfil the conditions of independence specified in Section 149(6) of the Actand Regulation 16(1) (b) of the SEBI (LODR) Regulations 2015 and are independent from theManagement.
All the Independent Directors of the Company have enrolled their names in the onlinedatabase of Independent Directors by Indian Institute of Corporate Affairs in terms of therecently introduced regulatory requirements. Also the online proficiency self-assessmenttest as mandated will be undertaken by those Independent Directors of the Company who arenot exempted within the prescribed timelines.
Number of meetings of the Board
During the year under review Six (6) 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 (120 days)prescribed under the Companies Act 2013 and the SEBI (LODR) Regulations 2015.
Committees of the Board
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee.
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2020; the Board ofDirectors hereby confirms that:
(a) in the preparation of annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
(b) such accounting policies have been selected and applied consistently and theDirectors made judgements and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2020 and ofthe profit of the Company for that year;
c) proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
(d) the annual accounts of the Company have been prepared on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
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 the Companies Act2013 read with the rules made thereunder and as per the SEBI (LODR) Regulations 2015. TheNomination & Remuneration Policy is also available on Company's website www.gblinfra.com.
Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 the Board has carried out evaluation performance of its Committees individualDirectors including independent Directors and its own performance. The evaluation processinter alia considers composition and quality attendance of Directors at Board andCommittee meetings acquaintance with the Company Business effective participationprofessional development adequacy appropriateness and timeliness of informationknowledge and skills and compliance with the code of conduct of the Company.
The performance of the Board Committees and individual Directors was evaluated by theBoard seeking inputs from all the Directors. The performance of the Committees wasevaluated by the Board seeking inputs from the Committee Members. The Nomination andRemuneration Committee reviewed the performance of the individual Directors a separatemeeting of Independent Directors was also held to review the performance ofNon-Independent Directors. Performance evaluation of Independent Directors was done by theentire Board excluding the Independent Director being evaluated.
As per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations 2015 aseparate section on corporate governance practices followed by the Company together witha certificate from the Company's Auditors confirming compliance forms an integral part ofthis Report.
Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review as stipulatedunder the SEBI (LODR) Regulations 2015 is presented under a separate section and formsthe integral part of the Annual Report.
Internal Financial Control and their adequacy
The details of the internal financial control systems and their adequacy are includedin Management Discussions and Analysis Report which forms part of the Annual Report.
Vigil Mechanism / Whistle Blower Policy
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 and in accordance withRegulation 22 of the Listing Regulations the Company had adopted Vigil Mechanism /Whistle Blower Policy for Directors and Employees of the Company to report concerns aboutunethical behaviour. The policy provides a mechanism which ensures adequate safeguards toEmployees and Directors from any victimization on raising concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports and so on. The employees of the Company have the right/option toreport their concern/grievance to the Chairman of the Audit Committee. The Whistle blowerPolicy has been posted on Company's website www.gblinfra.com.
Finance and Accounts
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on 31st March 2020 has been prepared in accordance with the Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 (hereinafterreferred to as "the Act") read with the Companies (Accounts) Rules 2014 asamended from time to time. The estimates and judgements relating to the financialstatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended 31st March 2020. The Notes to the FinancialStatements forms an integral part of this Report.
Auditor & Auditor's Report
M/s Samria & Co. Chartered Accountants (Firm Registration No. 109043W) wereappointed as Statutory Auditors of your Company at the 32nd Annual General Meeting held on30th September 2019 for a term of two (2) consecutive years from the conclusion of thatAnnual General Meeting until the conclusion of 34th Annual General Meeting. The StatutoryAuditors have given a confirmation to the effect that they are eligible to continue withtheir appointment and that they have not been disqualified in any manner from continuingas Statutory Auditors.
The Auditors Report for the financial year ended 31st March 2020 does not contain anyqualification adverse remark or reservation and therefore do not call for any furtherexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
The Auditors have not reported any matter to the Company required to be disclosed underSection 143(12) of the Companies Act 2013.
Secretarial Audit & Secretarial Audit Report
M/s VKM & Associates Practicing Company Secretaries were appointed to conduct theSecretarial Audit of the Company for the financial year 2019-20 as required under Section204 of the Companies Act 2013 and rules made thereunder. The Secretarial Audit Report forthe financial year ended 31st March 2020 is annexed as Annexure-I to the Director'sReport.
The Secretarial Audit Report does not contain any qualifications reservations oradverse remarks and do not call for any further explanation or comments from the Board.
Cost Auditor & Cost Audit Report
As per the requirements of the Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyis required to maintain cost records and accordingly such accounts are made and recordshave been maintained relating to Chemical Division every year.
The Board had on the recommendations of Audit Committee re-appointed M/s. S K AgarwalCost Accountants (Firm Registration No. 100322) as Cost Auditors of the Company for thefinancial year 2020-21 at a fee of Rs 150000/- (Rs One Lac Fifty Thousand Only) plusapplicable taxes & reimbursement of out-of-pocket expenses subject to the ratificationof the said fees by the shareholders at the ensuing Annual General Meeting. Accordingly aresolution seeking shareholders rati_cation 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 2019-20 would be filed with the CentralGovernment within prescribed timelines.
Internal Audit and Control
The Company has robust internal audit system for assessment of audit findings and itsmitigation. M/s V K Baheti & Co. Chartered Accountants was appointed as an InternalAuditor of the Company by the Board at its meeting held on 30th May 2019 for conductingthe internal audit for financial year 2019-20 and the Internal Auditor directly reports tothe Audit Committee for functional matters. The Audit Committee in its quarterly meetingsreviews the internal audit and controls reports. The Company's internal controls arecommensurate with the size and operations of the business.
Secretarial Standards Compliance
During the year under review the Company has complied with all the applicableSecretarial Standards issued by The Institute of Company Secretaries of India and approvedby the Central Government pursuant to Section 118 of the Companies Act 2013.
Particulars of Loans Guarantees or Investments
Particulars of loans given investments made guarantees given and securities providedduring the year under review and as covered under the provisions of Section 186 of theCompanies Act 2013 have been disclosed in the notes to the standalone financialstatements forming part of the Annual Report.
Related Party Transactions
All transactions entered with Related Parties for the year under review were on arm'slength basis Further there are no material related party transactions during the yearunder review with the Promoters Directors or Key Managerial Personnel and thus adisclosure in Form AOC-2 in terms of Section 134 of the Act is not required. All relatedparty transactions are mentioned in the notes to the accounts.
The Company has developed a framework through Standard Operating Procedures for thepurpose of identification and monitoring of such Related Party Transactions. All RelatedParty Transactions are placed before the Audit Committee for approval. Omnibus approvalwas obtained on a yearly basis for transactions which are of repetitive nature and astatement giving details of all Related Party Transactions are placed before the AuditCommittee and the Board for review and approval on a quarterly basis.
The Policy on Related Party Transactions as approved by the Board of Directors has beenposted on the Company's website at www.gblinfra.com Corporate Social Responsibility(CSR)
In accordance with the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofthe Company has constituted Corporate Social Responsibility (CSR) Committee. The briefterms of reference particulars of meetings held and attendance thereat are mentioned inthe Corporate Governance Report forming part of the Annual Report.
The brief outline of the Company's CSR initiatives undertaken during the year underreview is disclosed in Annexure II in the format as prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. The Company's CSR Policyis placed on the website of the Company www.gblinfra.com Energy ConservationTechnology Absorption Foreign Exchange Earnings and Outgo
The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo required to be disclosed by Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 (asamended) are provided in the Annexure III to this Report.
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 this Report.
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 is included in this Report as AnnexureV and forms an integral part of this Report.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment as required under the Act all employees (permanentcontractual temporary trainees) are covered under this policy.
During the year under review there were no complaints referred to the ICC.
The Company's building plant and machineries Stocks and other properties wherevernecessary and to the extent required have been adequately insured.
Awards & Recognition
Your Company won the award for highest Liquid Cargo handling (Non-PSU) by JNPT forfour consecutive years from 2016 to 2019.
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.
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.
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.
Company Afirmation Of Readiness Towards Covid-19
India is going through a tough phase of a global pandemicNovel Coronavirusdisease (COVID-19). The Indian government is taking all possible measures to keep a checkon the spread of this disease within the country.
Accordingly as a responsible private establishment your Company has also followed thepreventive measures i.e Putting in place Work from Home Policy (WFH) for the employees ofthe Company conduct of meetings through telephone computerised & other electronicmeans - Strictly adhering to the "Do's and Don'ts" advised by the Public HealthAuthorities;
And to follow other preventive measures prescribed by the local authorities from timeto time. Your Company has also filed the web based form Company Afirmation ofReadiness towards COVID-19 (CAR) and afirmed to its requirements
Your Directors would like to express their appreciation for the assistance andco-operation received from the Port authorities 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 |
| ||Rishi R Pilani |
| ||Chairman & Managing Director |
|Mumbai 30th July 2020 ||(DIN 00901627) |