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Ganesh Benzoplast Ltd.

BSE: 500153 Sector: Industrials
NSE: GANESHBENZ ISIN Code: INE388A01029
BSE 12:49 | 22 Jul 33.15 -0.55
(-1.63%)
OPEN

33.80

HIGH

33.95

LOW

31.65

NSE 05:30 | 01 Jan Ganesh Benzoplast Ltd
OPEN 33.80
PREVIOUS CLOSE 33.70
VOLUME 9280
52-Week high 78.00
52-Week low 31.20
P/E 4.98
Mkt Cap.(Rs cr) 172
Buy Price 33.15
Buy Qty 164.00
Sell Price 33.50
Sell Qty 100.00
OPEN 33.80
CLOSE 33.70
VOLUME 9280
52-Week high 78.00
52-Week low 31.20
P/E 4.98
Mkt Cap.(Rs cr) 172
Buy Price 33.15
Buy Qty 164.00
Sell Price 33.50
Sell Qty 100.00

Ganesh Benzoplast Ltd. (GANESHBENZ) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's 31st AnnualReport and the Company's audited financial statements for the financial year ended 31stMarch 2018.

Financial Results

(Rs In Millions)

Particulars 2017-18 2016-17
Revenue From Operations 1691.58 1181.15
Other Income 12.56 35.31
Total Income 1704.14 1216.46
Profit Before tax and Exceptional items 297.67 148.89
Exceptional items 509.20 (21.34)
Profit before tax 806.88 127.54
Tax Expenses - -
Net Profit for the year after tax 806.88 127.54
Other Comprehensive Income for the year 0.41 0.61
Total Comprehensive Income for the year 807.29 128.15
Earing Per Share (Basic & Diluted) (In Rs) (before Exceptional items) 5.75 2.87

Financial Performance Review

The Company has adopted Ind AS with effect from 1st April 2017.Accordingly results for the year ended 31st March 2018 have beenprepared in accordance with Ind AS prescribed under Section 133 of the Companies Act 2013and other accounting principles generally accepted in India. Previous periods _gures havebeen restated as per Ind AS to make them comparable.

The Company achieved a total turnover of Rs 1691.58 Millions for the year 2017-18 anincrease of 43% YTY as compared to

Rs 1181.15 Millions in the previous year.

The Profit after tax for current year is Rs 806.88 Millions as against Rs 127.54Millions for the previous year including an exceptional income of Rs 509.20 Millions onaccount of availing remaining write back Pertaining to previous period as per thesanctioned Scheme of the Company. The Normal operating PAT for the current year is Rs297.67 Millions as against Rs 148.89 Millions for the previous year with an increase ofalmost 100% YTY (without considering exceptional income). The Networth of the Company isRs 807 Millions for the financial year ended on 31st March 2018.

Further the Chemical division of the Company has generated marginal operational profitdue to better capacity utilization and increase in sales as compared to previous year.

Dividend

The networth of the Company was Negative upto the year ended 2017 during the yearunder review the networth of the Company turned positive and it shall consolidate furtherin the coming years. Hence the Directors are hopeful for declaration of dividend to theshareholders in the coming years.

Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2018 wasRs 51.78 Millions.

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.

Subsidiary Companies

The Company did not have any subsidiary as on 31st March 2018.

Deposits

Your Company has not accepted any deposits during the year within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

Directors

During the year under review the designation of Mr Ramesh D Punjabi has been changedfrom Non-Executive Independent Director to Non-Executive Non-Independent Director liableto retire by rotation w.e.f 18th August 2017.

Mr. Ramesh D Punjabi (DIN 03244442) retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible has offered himself for reappointment. Approval of themembers is being sought at the ensuing Annual General Meeting for his re-appointment andthe requisite details in this connection are contained in the Notice convening themeeting.

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 Pilani Chief Financial Officer
3. Mr Ramakant Pilani Chief Executive Officer
4. Mrs. Ekta Dhanda Company Secretary

Independent Directors' Declaration

All Independent Directors of the Company have given declarations under Section 149(7)of the Companies Act 2013 that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 and Regulation 16 of the SEBI (LODR)Regulations 2015.

Meetings of the Board of Directors

A minimum of four Board meetings are held annually. Additional Board meetings areconvened by giving appropriate notice to address the Company's specific needs. In case ofbusiness exigencies or urgency of matters resolutions are also passed by circulation.

During the year under review Eight 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 SEBI (LODR) Regulations 2015.

Audit Committee

The Audit Committee is constituted in line with the regulatory requirements mandated bythe Companies Act 2013 and the SEBI (LODR) Regulations 2015. The Composition of theCommittee:

S. No. Name of the Director Chairman/ Member
1. Mr. Nalinakshan K Chairman
2. Mrs. Jagruti Gaikwad Member
3. Mr. Ramesh D Punjabi Member
4. Mr. Rishi Ramesh Pilani Member

The terms of reference and other details of the Audit Committee are provided inCorporate Governance Report which forms part of this Annual Report. During the FinancialYear 2017-18 all the recommendations of the Audit Committee were duly approved andaccepted by the Board.

Director's Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 Your Directors state 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; and

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.

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 quali_cations 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.

Performance Evaluation

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 attendance of Directors at Board and Committee meetings acquaintancewith the Company Business effective participation knowledge and skills and compliancewith 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.

The performance of the Board as a whole and performance of the Chairperson of theCompany taking into account the views of all the Directors. This was followed by a Boardmeeting that discussed the performance of the Board its Committees and individualDirectors.

Corporate Governance

The Company is committed to adhere to the Corporate Governance requirements set out bythe SEBI. The report on the Corporate Governance as stipulated by the SEBI (LODR)Regulations 2015 forms an integral part of the Annual report. The requisite certificateform the Auditors con_rming the compliance with the conditions of Corporate Governance andDeclaration regarding compliance of Code of Conduct by Board Members and Senior ManagementPersonnel are attached in the 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 this Annual Report.

Internal Financial Control

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.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism /Whistle blower Policy for the employeesto report their genuine concerns or grievances and the same has been posted on Company'swebsite www.gblinfra.com.

The Audit Committee of the Company oversees the Vigil Mechanism.

Auditor & Auditor's Report

M/s Samria & Co. Chartered Accountants (Registration No. 109043W) have beenappointed as the Statutory Auditor of the Company for a period of _ve (5) years from theconclusion of the 27th Annual General Meeting till the conclusion of the 32ndAnnual General Meeting. They have confirmed that they are not disqualified from continuingas Auditor of the Company.

The notes on financial statements referred to in the Auditor's Report areself-explanatory and therefore do not call for any further explanations or comments.

Secretarial Audit & Secretarial Audit Report

The Board has appointed Mr Vijay K Mishra Practicing Company Secretary to conductSecretarial audit for the financial year 2017-18. The Secretarial Audit Report for thefinancial year ended 31st March 2018 is annexed as Annexure-I to theDirector's Report. The Secretarial Audit Report which forms a part of the Annual Report isself-explanatory and requires no further comments.

Cost Auditor & 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 Auditor of the Company for the financial year 2018-19 at a feeof Rs 1.50 lacs (plus applicable taxes & reimbursement of out-of-pocket expenses)subject to the rati_cation of the said fees by the shareholders at the ensuing AnnualGeneral Meeting. Accordingly a resolution seeking shareholders rati_cation for theremuneration payable to M/s. S K Agarwal Cost Accountants is included in the Noticeconvening the Annual General Meeting.

The Cost Audit Report for financial year 2017-18 would be _led with the CentralGovernment within prescribed timeline.

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 transactions with related parties entered into during the financial year 2017-18were at arm's length basis and in the ordinary course of business and in accordance withthe provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015. During theFinancial Year 2017-18 there are no material transactions with any related party that arerequired to be disclosed under Form AOC-2. All transactions with related parties areplaced before the Audit Committee for approval. An omnibus approval of the Audit Committeeis obtained for the related party transactions which are repetitive in nature. Asrequired under Regulation 23(1) of the SEBI (LODR) Regulations 2015 the Company hasformulated a policy on dealing with Related Party Transactions. Details of transactionswith Related Parties are given in the Notes to the Financial Statements in accordance withthe Accounting Standards.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Companies Act 2013 read with rules made there underyour Directors have constituted the Corporate Social Responsibility (CSR) Committee. TheComposition of the CSR Committee:

S. No. Name of the Director Chairman/ Member
1. Mr. Nalinakshan K Chairman
2. Mrs. Jagruti Gaikwad Member
3. Mr. Ramesh D Punjabi Member
4. Mr. Rishi Ramesh Pilani Member

As required under Section 135 of the Companies Act 2013 during the financial year2017-18 your Company has spent

Rs 3.20 Millions towards CSR expenditure. The brief outline of the CSR Policy of theCompany and the initiatives undertaken by the Company on CSR activities during the yearare set out in Annexure - II of this Report in the format prescribed in the Companies (CSRPolicy) Rules 2014.

Energy Conservation Technology 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 in included in this Report as Annexure–V and forms an integral part of this Report.

Disclosure 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.Y2017-18 and hence no complaint is outstanding as on 31st March 2018 forredressal.

Awards & Recognition

During the financial year your Company has presented an award for highest Liquid Cargohandling (Non-PSU) by 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.

Material Changes & Commitments A_ecting the Financial Position of the Company

There have been no material changes and commitments a_ecting 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.

Sanctioned Scheme

On 4th December 2015 the Hon'ble High Court of Delhi vide its judgementorder W.P(c) 9320/2015 sanctioned the rehabilitation scheme of the Company. The BIFR hasbeen dissolved w.e.f 1st December 2016 by Ministry of Finance vide itsNotification No. 3568(E) and 3569 (E). However the Company is in the third year ofimplementation phase of its sanctioned scheme.

Legal Cases

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 _lled cases against the Company as briefed in contingent liabilities.

Acknowledgement

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 Directorsalso wish to place on record their appreciation for the committed services by theexecutives staff and workers of the Company.

For and on Behalf of the Board of Directors
Rishi R Pilani
Chairman & Managing Director
Mumbai 30th May 2018 (DIN 00901627)