Ganesh Benzoplast Ltd Directors Report.

Dear Members

The Board of Directors are pleased to present the Companys 31st Annual Report and the Companys audited financial statements for the financial year ended 31st March, 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 been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. Previous periods _gures have been restated as per Ind AS to make them comparable.

The Company achieved a total turnover of Rs 1,691.58 Millions for the year 2017-18, an increase of 43% YTY as compared to

Rs 1,181.15 Millions in the previous year.

The Profit after tax for current year is Rs 806.88 Millions as against Rs 127.54 Millions for the previous year, including an exceptional income of Rs 509.20 Millions on account of availing remaining write back Pertaining to previous period as per the sanctioned Scheme of the Company. The Normal operating PAT for the current year is Rs 297.67 Millions as against Rs 148.89 Millions for the previous year with an increase of almost 100% YTY (without considering exceptional income). The Networth of the Company is Rs 807 Millions for the financial year ended on 31st March, 2018.

Further, the Chemical division of the Company has generated marginal operational profit due 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 year under review, the networth of the Company turned positive and it shall consolidate further in the coming years. Hence, the Directors are hopeful for declaration of dividend to the shareholders in the coming years.

Share Capital

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

During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options 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 of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Directors

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

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

Key Managerial Personnel

In terms of the Section 203 of the Companies Act, 2013, following are the Key Managerial 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 under Section 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 are convened by giving appropriate notice to address the Companys specific needs. In case of business 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 are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Audit Committee

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

The terms of reference and other details of the Audit Committee are provided in Corporate Governance Report which forms part of this Annual Report. During the Financial Year 2017-18, all the recommendations of the Audit Committee were duly approved and accepted by the Board.

Directors 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 have been followed.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the Company and that such internal financial controls are adequate and were operating effectively; and

vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining quali_cations, positive attributes and other 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 Senior Management Personnel will be determined by the Committee and recommended to the Board for approval and the same shall be in accordance with the provisions of the Companies Act, 2013 read with the rules made thereunder and as per the SEBI (LODR) Regulations, 2015. The Nomination & Remuneration Policy is also available on Companys website www.gblinfra.com.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board has carried out evaluation performance of its Committees, individual Directors including Independent Directors and its own performance. The evaluation process inter alia considers attendance of Directors at Board and Committee meetings, acquaintance with the Company Business, effective participation, knowledge and skills and compliance with the code of conduct of the Company.

The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors.

The performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of all the Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.

Corporate Governance

The Company is committed to adhere to the Corporate Governance requirements set out by the 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 certificate form the Auditors con_rming the compliance with the conditions of Corporate Governance and Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel are attached in the report.

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review as stipulated under the SEBI (LODR) Regulations, 2015 is presented under a separate section and forms the integral part of this Annual Report.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements.

The Internal Auditor evaluates the adequacy of the internal control system in the Company and reports to the Audit Committee.

Vigil Mechanism / Whistle Blower Policy

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

The Audit Committee of the Company oversees the Vigil Mechanism.

Auditor & Auditors Report

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

The notes on financial statements referred to in the Auditors Report are self-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 conduct Secretarial audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed as Annexure-I to the Directors Report. The Secretarial Audit Report which forms a part of the Annual Report is self-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 (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year.

The Board had, on the recommendations of Audit Committee appointed M/s. S K Agarwal, Cost Accountants, as Cost Auditor of the Company for the financial year 2018-19 at a fee of 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 Annual General Meeting. Accordingly, a resolution seeking shareholders rati_cation for the remuneration payable to M/s. S K Agarwal, Cost Accountants, is included in the Notice convening the Annual General Meeting.

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

Particulars of Loans, Guarantees or Investments

The details of loans, guarantees and investments covered under the provisions of Section 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 2017-18 were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. During the Financial Year 2017-18, there are no material transactions with any related party that are required to be disclosed under Form AOC-2. All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions, which are repetitive in nature. As required under Regulation 23(1) of the SEBI (LODR) Regulations, 2015, the Company has formulated a policy on dealing with Related Party Transactions. Details of transactions with Related Parties are given in the Notes to the Financial Statements in accordance with the Accounting Standards.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with rules made there under, your Directors have constituted the Corporate Social Responsibility (CSR) Committee. The Composition 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 year 2017-18, your Company has spent

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

Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) 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 Act, 2013 read with Rule 5 (1) and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial 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 required under 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, Prohibition and 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 an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal). Under the policy, an Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The ICC is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review, No compliant was received from any employee during F.Y 2017-18 and hence no complaint is outstanding as on 31st March, 2018 for redressal.

Awards & Recognition

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

Material and Significant Orders Passed by Regulators & Courts

There were no Significant material orders passed by the Regulators / Courts / Tribunals which 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 of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Sanctioned Scheme

On 4th December, 2015, the Honble High Court of Delhi vide its judgement order W.P(c) 9320/2015, sanctioned the rehabilitation scheme of the Company. The BIFR has been dissolved w.e.f 1st December, 2016, by Ministry of Finance vide its Notification No. 3568(E) and 3569 (E). However, the Company is in the third year of implementation phase of its sanctioned scheme.

Legal Cases

Company had filed civil and criminal cases against various parties for recovery of dues. As per the legal opinion and management perception Company will recover the substantial amount from the defaulting parties. Some of the parties and suppliers have also _lled cases against the Company as briefed in contingent liabilities.

Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Port authorities, other Government authorities, banks, Customers, business associates and members during the year under review. Your Directors also wish to place on record their appreciation for the committed services 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 May, 2018 (DIN 00901627)