Your Directors have pleasure in presenting the 34th Annual Report and the Companytogether with the Audited Financial Statements of the Company for the year ended 31stMarch 2021.
A summary of the Company's financial performance during the year ended on 31st March2021compared to the previous financial year is summarized below:
| || || || ||(Rs In Millions) |
| ||Standalone ||Consolidated |
|Particulars ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from Operations ||2595.65 ||2466.72 ||2704.09 ||2466.72 |
|Other Income ||11.78 ||3.42 ||14.58 ||3.42 |
|Total Income ||2607.43 ||2470.14 ||2718.67 ||2470.14 |
|Profit Before tax and Exceptional items ||565.10 ||411.12 ||592.34 ||411.01 |
|Exceptional items ||(58.50) ||(74.46) ||(58.50) ||(74.06) |
|Profit Before Tax ||506.60 ||336.66 ||533.84 ||336.56 |
|Current Tax ||90.53 ||- ||90.53 ||- |
|Deferred Tax ||180.20 ||- ||224.46 ||- |
|Net Profit for the year after Tax ||235.88 ||336.66 ||218.85 ||336.56 |
|Other Comprehensive Income for the year ||3.03 ||(1.41) ||3.03 ||(1.41) |
|Total Comprehensive Income for the year ||238.91 ||335.25 ||221.88 ||335.14 |
Financial Performance Review
On standalone basis the total income for FY2021 was Rs 2595.65 Millions as against Rs2466.72 Millions in the previous FY2020 with an increase of 5.23% YTY.
During the year standalone profit before tax is reported at Rs 506.60 Millions asagainst Rs 336.66 Millions for the previous year ended on March 31 2020 with an increaseof 50.47% YTY. Standalone Profit after current tax for the year is Rs 416.07 Millions asagainst Rs 336.66 Millions for the previous year ended on March 31 2020 with an increaseof 23.58% YTY. Net Profit for the current year is reduced due to the provision of Deferredtax liability of Rs 180.20 Millions as available carry forward income tax losses arefully utilized. Chemical division performance is also good as compared to previous year.PBIT (before Exceptional item) of chemical division for the current year is Rs 114.57Millions as compared to Rs 61.03 Millions of previous year. The Finance cost of thecompany is consistently reducing due to reduction of interest-bearing borrowings of theCompany. The Networth of the Company on standalone basis is around Rs 2347.21 Millions forthe financial year 2020-21 as compared to Rs 1455.64 Millions for the financial year2019-20. There was no change in nature of business of the Company during the year underreview.
On consolidated basis the total income of the company for FY2021 was Rs 2704.09Millions as against Rs 2466.72 Millions during the FY2020. Our Net Profit after tax (PAT)on consolidated basis for FY2021 amounted to Rs 218.85 Millions as against Rs 336.56Millions during the FY2020.
With a view to conserve resources for expansion of business your Directors havethought it prudent not to recommend dividend for the financial year under review. Howeverthe company is evaluating the formulation of the Dividend distribution policy for thecurrent year.
Transfer to Reserve
For the Financial year 31st March 2021 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 2021 the authorised share capital of the Company is Rs 40 croresdivided into 400000000 equity shares of Rs 1/- each. During the year under review thepaid-up Equity Share Capital of the Company increased to Rs 62.36 Millions as against Rs51.78 Millions in previous financial year 2020. On 17th November 2020 the Company issued10575128 Equity shares on preferential basis to Infrastructure Logistic Systems Limited("ILSL") for a consideration other than cash through swap of Shares for theacquisition of ILSL equity shares.
The Company has not issued shares with differential voting rights. It has neitherissued employee stock options nor sweat equity shares.
During the year under review the company acquired 15072600 Equity Shares (86.52%) inM/s Infrastructure Logistic Systems Limited (formerly known as M/s Stolt Rail LogisticSystems Ltd) for consideration other than cash. The consideration was paid by issuing10575128 equity shares of Ganesh Benzoplast Limited. M/s Infrastructure Logistic SystemsLimited (ILSL) became the subsidiary of Ganesh Benzoplast Ltd. with effect from November13 2020. ILSL is the material subsidiary of the company and is engaged in business ofRail logistic and provides end to end bulk liquid storage and transportation facilitiesand it has a business synergy with operations of GBL.
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
Wholly-Owned Subsidiary Companies
As on 31st March 2021 the Company has two wholly owned subsidiary Companies- GBLChemical Limited and GBL LPG Private Limited. Both the wholly owned subsidiaries are yetto commence its production/business activities. The Company do not have any associates andjoint venture Companies.
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 toSection 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules 2014 astatement containing salient features of the financial statements of Subsidiaries is givenin Form AOC-1 which forms an integral part of this Report and is annexed as Annexure-Ito the Director's Report.
In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr Ramesh Dhanraj Punjabi (DIN 003244442) Director retires by rotation atthe forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his re-appointment 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 Mr Ramesh Dhanraj Punjabi has been given in the Notice convening the AnnualGeneral Meeting. In 33rd Annual General Meeting of the company held on 29th December2020 Mr Niraj Nabh Kumar (DIN 03401815) appointed as an Independent Director of theCompany for a first term of 5 (five) consecutive years upto the conclusion of the 38thAnnual General Meeting of the Company to be held in the year 2025.
In 33rd Annual General Meeting of the company held on 29th December 2020 Mrs. JagrutiChetan Gaikwad (DIN 07177542) appointed as an Independent Director of the Company for asecond term of 5 (five) consecutive years upto the conclusion of the 38th Annual GeneralMeeting of the Company to be held in the year 2025.
There is no change in the composition of Board of Directors of the Company during thefinancial year under review.
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
In accordance with Section 149 (7) of the Companies Act 2013and Regulation 16(1) (b)of the Listing Regulations as amended each Independent Director of the Company hasprovided a written declaration confirming that he/she meets the criteria of independenceas stipulated under Section 149(6) of the Companies Act 2013 and Regulation 16(1) (b) ofthe Listing Regulations. In the opinion of the Board Independent Directors fulfill theconditions specified in Companies Act 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management.
All the Independent Directors of the Company have enrolled their names in the onlinedatabase of Independent Directors maintained with Indian Institute of Corporate Affairs interms of Section 150 of the Companies Act 2013 read with Rule 6 of the Companies(Appointment & Qualification of Directors) Rules 2014.
Number of meetings of the Board
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 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 2021; the Board ofDirectors hereby confirms that: a. in the preparation of annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; b. such accounting policies have been selected and applied consistently andthe Directors made judgments 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 2021 and ofthe profit of the Company for that year; c. proper and sufficient care was taken for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d. the annual accounts of the Company have been prepared on a goingconcern basis; e. they have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively and 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.
Annual Evaluation of Directors Committees and the Board
Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 the Board of Directors has carried out evaluation performance of its Committeesindividual Directors including independent Directors and its own performance. Theevaluation process inter alia considers attendance of Directors at Board and Committeemeetings acquaintance with the Company Business effective participation knowledge andskills 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.
The performance of the Board as a whole and performance of the Chairperson of theCompany taking into account the views of the Directors. This was followed by a Boardmeeting that discussed the performance of the Board its Committees and individualDirectors. The Board of Directors expressed their satisfaction with the evaluationprocess.
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.
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 withRegulation22 of the Listing Regulations the Company had adopted Vigil MechanismPolicy' for Directors and Employees of the Company to report concerns about unethicalbehaviour. The policy provides a mechanism which ensures adequate safeguards to Employeesand Directors from any victimization on raising concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports and soon.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The Vigil MechanismPolicy is hosted on the 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 2021 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 2021. The Notes to the FinancialStatements forms an integral part of this Report.
Internal Financial Control 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 details of the internalfinancial control systems and their adequacy are included in Management Discussions andAnalysis Report which forms part of the Annual Report
Auditor & Auditor's Report
M/s. Samria & Co. Chartered Accountants has completed their terms of appointmentand they would retire at the conclusion of the forthcoming 34th AGM. As per second provisoto Section 139(2) of the Companies Act 2013 (the Act') no listed company shallappoint an auditor firm as auditor for more than two terms of five consecutive years. Asthe existing auditor's firm has completed their terms and accordingly as per the saidrequirements of the Companies Act 2013 M/s. Mittal & Associates CharteredAccountants (Firm Registration No. 106456W) are proposed to be appointed as auditors fora period of 5 years commencing from the conclusion of 34th AGM till the conclusion of the39th AGM. M/s. Mittal & Associates Chartered Accountants have consented to the saidappointment and confirmed that their appointment if made would be within the limitsspecified under Section 141(3)(g) of the Act. They have further confirmed that they arenot disqualified to be appointed as statutory auditors in terms of the provisions of theproviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and the provisionsof the Companies (Audit and Auditors) Rules 2014. Accordingly a resolution seekingshareholders approval for appointment of statutory Auditor M/s. Mittal & AssociatesChartered accountants is included in the Notice convening the Annual General Meeting.
The Auditors Report for the financial year ended 31st March 2021 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 2020-21 as required under Section204 of the Companies Act 2013 and rules made thereunder. The Secretarial Audit Report forthe financial year ended 31st March 2021 is annexed as Annexure-II to theDirector's Report. The Secretarial Audit Report does not contain any qualificationsreservations or adverse remarks and do not call for any further explanation or commentsfrom the Board.
Secretarial Audit of Material unlisted Indian Subsidiary
As per Regulation 24A of SEBI LODR the Secretarial Audit of the material subsidiaryM/s Infrastructure Logistic Systems Limited has been conducted for the financial year2020-21 by M/s. Vinesh K Shah & Associates Practicing Company Secretaries. TheSecretarial Audit Report of material subsidiary for the financial year ended 31st March2021 contain no qualification reservation or adverse remark and is annexed herewith andmarked as Annexure II A to this Report.
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 2021-22 at a fee of Rs 150000/- (Rs One Lac Fifty Thousand Only) plusapplicable taxes & reimbursement of out-of-pocket expenses subject to the rati_cationof 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 2020-21 would be filled with the CentralGovernment within prescribed timelines.
Internal Audit and Control
The Company has robust internal audit system for assessment of audit findings and itsmitigation. The Internal Audit function covers all the stores inventory audit stocktakes audit for project related accounts corporate accounts etc. The Company's internalcontrols are commensurate with the size and operations of the business. M/s V K Baheti& Co. Chartered Accountants was appointed as an Internal Auditor of the Company by theBoard at its meeting held on 30th July 2020 for conducting the internal audit forfinancial year 2020-21. The Internal Auditor directly reports to the Audit Committee forfunctional matters. The Audit Committee in its quarterly meetings reviews the internalaudit and controls reports.
Reporting of Frauds by Auditors
During the year under review neither the Statutory Auditors nor the SecretarialAuditors has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.
Particulars of Loans Guarantees or Investments
During the Financial Year 2020-21 the Company has not given any loans or providedguarantees as defined under section 186 of the Companies Act 2013. However the companyduring the year under review has subscribed to 15072600 (86.52%) equity shares of Rs 10each of M/s Infrastructure Logistic Systems Limited (Formerly known as Stolt Rail LogisticSystems Limited). Details are given in notes to financial statement forming part of annualreport.
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 SocialResponsibility (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 III 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 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 IV 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 V 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 AnnexureVI and forms an integral part of this Report.
The Company's building plant and machineries Stocks and other properties wherevernecessary and to the extent required have been adequately insured.
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.
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.
Company had filed civil criminal and arbitration cases against various parties forrecovery of dues. As per the legal opinion and management perception Company will recoverthe substantial amount from the defaulting parties. Some of the parties and suppliers havealso filled cases against the Company as briefed in contingent liabilities.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions for the same during the year under review:
1. Deposits covered under Chapter V of the Companies Act 2013;
2. material changes and commitments affecting the financial position of the Companywhich have occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of this report.
3. significant or material orders passed by the Regulators / Courts / Tribunals whichwould impact the going concern status of the Company and its future operations.
4. Revision of the financial statements pertaining to previous financial periods duringthe financial year under review;
Acknowledgements and Appreciations
Your Board also places on record its sincere appreciation for the continued supportreceived from the Port authorities other Government authorities banks Customersbusiness associates and members during the year under review. Your Directors also wish toplace on record their appreciation for the committed services by the executives staff andworkers of the Company.
| ||For and on Behalf of the Board of Directors |
| ||Rishi R Pilani |
| ||Chairman & Managing Director |
|Mumbai 28th June 2021 ||(DIN 00901627) |