Ganesh Benzoplast Ltd
Directors Reports
Dear Members
Your directors have pleasure in presenting the 36th Annual Report of
the Company together with the Consolidated and Standalone Audited Financial Statements of
the Company for the year ended 31st March, 2023.
1. Financial Results
A summary of the Company's financial performance during the year
ended on 31st March, 2023 compared to the previous financial year is summarized
below:
|
Consolidated |
Standalone |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
4,208.48 |
3,575.10 |
1,926.92 |
2,906.82 |
Other Income |
82.88 |
30.75 |
109.57 |
27.70 |
Total Income |
4,291.36 |
3,605.85 |
2,036.49 |
2,934.52 |
Profit Before tax and Exceptional items
(EBITDA) |
956.26 |
653.03 |
885.86 |
598.88 |
Exceptional items |
(3.25) |
(8.10) |
(3.22) |
(8.10) |
Profit Before Tax |
742.32 |
451.60 |
681.65 |
440.23 |
Less: Tax Expenses |
|
|
|
|
Current Tax |
206.94 |
124.06 |
191.72 |
121.65 |
Deferred Tax |
(15.41) |
0.65 |
(19.43) |
(1.78) |
Net Profit for the year after Tax |
550.79 |
326.89 |
509.36 |
320.36 |
Total other comprehensive income for the
year, net of tax |
(1.83) |
0.12 |
(1.60) |
0.12 |
Total Comprehensive Income for the year |
548.96 |
327.01 |
507.77 |
320.48 |
2. Financial Performance Review Group Consolidated
On consolidated basis, the company performed well during the year, the
total income of the company for FY 2022-23 was ` 4208.48 million as against ` 3575.10
million during the FY 2021-22, with an increase of 18% YOY. Correspondingly Net Profit
after tax (PAT) on consolidated basis for FY 2022-23 amounted to
` 550.79 million as against ` 326.89 million during the FY 2021-22 with
an increase of 68% YOY.
Company Standalone
On standalone basis, the total income for FY 2022-23 was ` 1926.92
million as against ` 2906.82 million in the previous FY 2021-22. The standalone income of
the company was reduced due to the shifting of all the sale and purchase transactions of
Chemical division of the Company to the wholly owned subsidiary GBL Chemical Limited, the
holding company handles only the Job work transactions for the WOS company.
In pursuit of better management and focused operational control, we
have transferred business of chemical division (without transfer of fixed assets) to our
wholly owned subsidiary, GBL Chemical limited. This strategic move is in alignment with
our long-term vision to streamline our operations, enhance decision-making agility, and
maximize overall value for our shareholders. This is not having an impact on the
financials of the Company on consolidated basis.
During the year, Standalone Profit after current tax for the year is `
509.36 million as against ` 320.36 million for the previous year ended on 31st
March, 2022 with an increase of 59% YOY.
The Networth of the Company on standalone basis is
` 3548.18 million for the financial year 2022-23 as compared to `
2822.16 million for the financial year 2021-22. On consolidate basis the networth of
company is ` 3616.57 for the financial year 2022-23 as compared to ` 2849.02 million for
the financial year 2021-22.
3. Future Outlook
With the growing oil and chemicals demand in India and increase in the
movement of oil, chemicals and petrochemicals, there is therefore a huge potential for the
expansion of pipelines, transportation and infrastructure and the Company will get good
business opportunities in the coming years also, both in the LST Segment and EPC business.
The medium and long-term outlook for the company remains positive.
New Project and Expansion
The Company has been allotted an additional Land on lease for 25 years
at Jawaharlal Nehru Port Trust (JNPT) in year 2022. The land, admeasuring 4.5 hectares
(45,090 square meters), has been leased out to GBL from 2022 to 2047. The new and upcoming
special chemical grade terminal at JNPT for 17,876 KL is under construction and being
constructed to meet long term demands for storing and handling specialty chemicals such as
Dilute Nitric Acid etc. This ensures higher realization on per KL basis, compared to
current average by over 50%. The Company has pre sold 10,200 KL capacity, which represents
more than 50% of our new and upcoming capacity at the JNPT terminal, through the long-term
contracts, to its customers prior to its commencement.
4. Financial Statements
As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on 31st March, 2023 has been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 (hereinafter referred to as "the Act") read with the
Companies (Accounts) Rules, 2014 as amended from time to time.
The estimates and judgements relating to the financial statements are
made on a prudent basis, so as to reflect in a true and fair manner, the form and
substance of transactions and reasonably present the Company's state of affairs,
profits and cash flows for the year ended 31st March, 2023. The Notes to the
Financial Statements forms an integral part of this Report.
Consolidated Financial Statements
The Consolidated Financial Statements have been prepared as per the
relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered
Accountants of India and 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 of Subsidiaries is given in Form AOC-1 which forms an integral part of this
Report and is annexed as "Annexure-I" to the Director's Report.
Pursuant to the provisions of Section 136 of the Companies Act, 2013,
the financial statements of the Company, consolidated financial statements and separate
audited financial statements in respect of subsidiaries are available on the website of
the Company at www.ganeshbenzoplast.com.
The Company has adopted a Policy for determining Material Subsidiaries
in terms of Regulation 16(1) (c) of the Listing Regulations. The Policy, as approved by
the Board, is uploaded on the Company's website at www.ganeshbenzoplast.com.
5. Subsidiaries & Associates
Wholly-Owned Subsidiary Companies
As on 31st March, 2023 the Company has four wholly owned
subsidiary Companies-
GBl Chemical Limited is wholly owned subsidiary and is in chemical
business, the company handles all sale and purchase transactions of Chemical Business of
Holding Company as per the arrangement approved in the 34th AGM of GBL.
GBL Infra Engg Services Private Limited, is wholly owned Subsidiary
incorporated on 09th August, 2021 and is in EPC business, the company started
its Business by getting its first order for the fabrication of 60 storage tanks.
GBL LPG Private Limited, the wholly owned subsidiary and commenced its
business activities during the year, as procurement agency, mainly for holding company.
GBL Clean energy Private Limited is wholly owned Subsidiary
incorporated on 11th August, 2021 and is to deal in clean energy fuels is yet
to commence its production/business activities.
During the year, the Company incorporated a wholly owned subsidiary
Infinity Confidence LPG Private Limited on 06th March, 2023 for the LPG
business, the company is yet to commence the business.
During the year, no company has ceased to be a subsidiary of the
company.
Subsidiary Company
The Company has a material Subsidiary namely M/s Infrastructure
Logistic Systems Limited (formerly known as M/s Stolt Rail Logistic Systems Limited) and
is engaged in business of Rail logistic and provides end to end bulk liquid storage and
transportation facilities, and it has a business synergy with operations of GBL. GBL holds
86.52% stake in M/s Infrastructure Logistic Systems Limited (ILSL).
Associates
Bluebrahma Clean Energy Solutions Private Limited is the associate
company of GBL with holding of 26% equity investment, through its WOS-GBL Clean Energy
Private Limited.
There has been no change in the class and nature of the business of the
Company, WOS and its Subsidiaries /associate Companies.
6. Dividend
With a view to conserve resources for the expansion of business, your
directors have thought it prudent not to recommend dividend for the financial year under
review.
7. State of Affairs
The Company is engaged in the Liquid Storage Business and Chemical
Manufacturing. There has been no change in the business of the Company during the
financial year ended 31st March, 2023.
8. Transfer to Reserve
For the Financial year 31st March, 2023, the Company had not
transferred any sum to reserves. Therefore, your Company proposes to transfer the entire
amount of profit to profit and loss accounts of the Company.
9. Public Deposits
The company has not accepted any deposits from the public within the
meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder during
the year under review. As on 31st March 2023, there were no deposits lying
unpaid or unclaimed.
10. Share Capital
As on 31st March, 2023, the authorised share capital of the
Company is ` 400 million divided into 40,00,00,000 equity shares of ` 1/- each. During the
year under review the paid-up Equity Share Capital of the Company increased to ` 65.18
million from ` 62.36 million.
11. Conversion of Warrants
The Company had issued 60,00,000 equity warrants convertible into equal
number of equity share at a price of ` 103/- each on preferential basis to the person
belongs to non-promoter group on 17th March, 2022. During the year, the Company
allotted 28,25,000 Equity Shares of the face value of Re. 1/- each at an issue price of `
103/- (including a premium of
` 102/- per share), fully paid upon exercising the option available
with the 23 warrant holders to convert 28,25,000 warrants held by them. Accordingly, the
Company's paid- up Equity Share Capital as on 31st March, 2023 stood
enhanced to ` 65.18 million.
12. Listing Of Company's Securities
The Company's Equity Shares are listed with the Bombay Stock
Exchange (BSE Limited) and National Stock Exchange of India Limited (NSE) and the
stipulated Listing Fees for the financial year 2023-24 have been paid to both the Stock
Exchanges. As on 31st March, 2023, the Company is included among the top 1000
listed companies based on the market capitalisation.
13. Particulars of Loans, Guarantees or Investments
During the Financial Year 2022-23, the Company has provided a Loan to
Sagar Industries and Distilleries Private Limited, wholly owned subsidiary of its
associate company Bluebrahma Clean Energy Solutions Private Limited, vide approval of
members in the 35th AGM. The company has also provided Loan to GBL LPG Private Limited and
GBL Infra Engineering Services Private Limited, wholly owned Subsiadries, apart from this
the company not given any loans or provided guarantees as defined under section 185 and
186 of the Companies Act, 2013. Details of Loans, guarantees or investments are given in
notes to financial statement forming part of annual report.
14. Internal Financial Control and their adequacy
The Company has in place adequate internal financial controls with
reference to financial statements, in the opinion of the Board of Directors. The Company
has a proper system of internal controls to ensure that all assets are safeguarded and
protected against loss from unauthorized use or disposition and that transactions are
authorized, recorded and reported correctly. The internal control is supplemented by an
extensive programme of internal, external audits and periodic review by the Management.
This system is designed to adequately ensure that financial and other records are reliable
for preparing financial information and other data and for maintaining accountability of
assets. The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same.
15. Particulars of Contracts or Arrangements with Related Parties
The Company has developed a framework through Standard Operating
Procedures for the purpose of identification and monitoring of such Related Party
Transactions. All Related Party Transactions are placed before the Audit Committee for
approval. Omnibus approval was obtained on a yearly basis for transactions which are of
repetitive nature and a statement giving details of all Related Party Transactions are
placed before the Audit Committee and the Board for review and approval on a quarterly
basis.
All related party transactions entered into by the Company during the
financial year under review were in the ordinary course of business and on arm's
length basis. All transactions entered with related parties were in compliance with the
applicable provisions of the Companies Act, 2013 read with the relevant rules made
thereunder and the Listing Regulations as well as the Related Party Transaction policy of
the Company.
During the FY 2022-23, the Company did not enter into any material
related party transactions. Accordingly, disclosure with respect to the same in the Form
AOC-2 in terms of Section 134 of the Companies Act, 2013 is not
required. The transactions entered by the Company during the financial year under review
were in conformity with the Company's Policy on Related Party Transactions and All
related party transactions entered during the year under review are mentioned in the notes
to the accounts.
The Policy on Related Party Transactions as approved by the Board of
Directors has been posted on the Company's website at www.ganeshbenzoplast.com
16. Disclosures related to Policies
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 qualifications,
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
Company's website www.ganeshbenzoplast.com.
Risk Management Policy
As per Regulation 21 of the SEBI Listing Regulations, the top 1000
listed entities, determined on the basis of market capitalization has to constitute a Risk
Management Committee. As on 31st March, 2023, the company included among the
1000 listed companies and constituted risk management committee on which is responsible
for reviewing the risk management plan and ensuring its effectiveness.
The Company has adopted a Risk Management Policy to ensure sustainable
business growth with stability and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the Company's business in compliance
with the provisions of the Companies Act, 2013 and the Listing Regulations.
The key business risks faced by the Company and the various mitigation
measures taken by the Company are detailed in Management Discussion and Analysis section.
Corporate Socal Responsibility Policy
In accordance with the provisions of Section 135 of the Companies Act,
2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board
of Directors of the Company has constituted Corporate Social Responsibility (CSR)
Committee. The brief terms of reference, particulars of meetings held and attendance
thereat are mentioned in the Corporate Governance Report forming part of the Annual
Report. The Company's CSR Policy is placed on the website of the Company
www.ganeshbenzoplast.com.
Vigil Mechanism / Whistle Blower Policy
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in
accordance with Regulation 22 of the Listing Regulations, the Company had adopted
Whistle Blower Policy' for Directors and Employees of the Company to report
concerns about unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct. The policy provides a mechanism, which ensures adequate
safeguards to Employees and Directors from any victimization on raising concerns of any
violations of legal or regulatory requirements, incorrect or misrepresentation of any,
financial statements and reports.
The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee. The Company is committed to
adhere to the highest standards of ethical, moral and legal conduct of business
operations. The Vigil Mechanism Policy is hosted on the Company's website
www.ganeshbenzoplast.com.
Material Subsidiary Policy
Pursuant to the provisions of Regulation 16(1)(c) of the Listing
Regulations, the Company has adopted a Policy for determining Material Subsidiaries,
laying down the criteria for identifying material subsidiaries of the Company. The Policy
is hosted on the Company's website www.ganeshbenzoplast.com.
Dividend Distribution Policy
Pursuant to the provisions of Regulation 43A of the Listing
Regulations, top 1000 listed Companies based on the market capitalisation has to formulate
a Dividend distribution Policy, which has to be disclosed on the website of the Company.
As on 31st March, 2023, the company included among the 1000 listed companies, a
dividend distribution policy was formulated and approved by the Board of Directors. The
policy hosted on the Company's website www.ganeshbenzoplast.com.
17. Corporate Governance
As per Regulation 34(3) read with Schedule V of the SEBI (LODR)
Regulations, 2015, the Corporate Governance along with the certificate from the auditors
of the Company certifying compliance of the conditions of the Corporate Governance, which
form an integral part of this report, are set out in separate annexure to this report.
18. Management Discussion & Analysis Report
Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure
Requirement), Management Discussion and Analysis Report for the year under review is
presented in a separate segment which is forming part of the Annual Report.
19. Business Responsibility & Sustainability Report
SEBI, vide its circular dated 10th May, 2021, made BRSR
mandatory for the top 1,000 listed companies (by market capitalization) from fiscal year
2023. As on 31st March, 2023, the Company included among top 1000 listed
companies and thus as per Regulation 34 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, Business Responsibility and Sustainability Report is
attached and is a part of this Annual Report and set out as Annexure to this report and is
also available on Company's website at www.ganeshbenzoplast.com.
20. Directors and Key Managerial Personnel
Change in Directors
During the year, Mr. Sanjay Bhagia (DIN: 00832658) resigned as an
Independent Director of the Company w.e.f. 30th August, 2022. The Board places
on record appreciation for his valuable contribution to the growth of the Company during
his tenure of as an Independent Director.
In accordance with the provisions of Section 152 of the Act and the
Company's Articles of Association, Mr. Rishi Ramesh Pilani (DIN 00901627), Managing
Director retires by rotation at the forthcoming Annual General Meeting and, being eligible
offers himself for re-appointment. The Board recommends his re-appointment for the
consideration of the Members of the Company at the forthcoming Annual General Meeting.
Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on
General Meetings, Brief profile of Mr. 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 with Section 149(4) of the Act, on recommendation of Nomination and
Remuneration Committee, the Board of Directors in its meeting held on 30th
August, 2022 have appointed Dr. John Joseph (DIN 08641139) as an Additional
Director of the Company (in the capacity of Independent Director) and who was appointed as
a Non-executive Independent Director for a period of five consecutive years, by the
members in 35th AGM.
The Board has also appointed following Additional Directors:
a) Mr. Girdhari Lal Kundalwal (DIN 10124589) has been appointed as
Additional Director, to hold the Office of Non-Executive Independent Director of the
Company for the period from 21st April, 2023 to 20th April, 2028.
b) Mr. Shyam Tarachand Nihate (DIN 10099782), as Additional Director,
to hold the Office of Executive Director - Terminal Operations for the period from 21st
April, 2023 to 20th April, 2028.
As per the provisions of the Act, any person appointed as an Additional
Director holds office upto the date of Annual General Meeting. Further, as per regulation
17(1C) of the SEBI Listing Regulations, the listed company shall ensure that approval of
shareholders for appointment of a person on the Board of Directors is taken at the next
general meeting or within a time period of three months from the date of appointment,
whichever is earlier. Accordingly, approval of the Members is being sought for the
appointment of Mr. Girdhari Lal Kundalwal as an Independent Director and Mr. Shyam
Tarachand Nihate, as Executive Director of the Company for a term of five consecutive
years commencing from 21st April, 2023 up to 20th April, 2028, by
way of Postal Ballot.
APPOINTMENT OF MR. GIRDHARI LAL KUNDALWAL TO THE BOARD OF DIRECTORS
Your directors are pleased to announce the appointment of Mr. Girdhari
Lal Kundalwal to the Board of Directors of the Company. Mr. Kundalwal is MBA, CAIIB and
LLB by qualification and is retried Deputy General Manager from Union Bank of India. He is
a versatile Banker with over 38 years of experience managing Business and Human resource
development across numerous verticals in metropolises and State Capitals. He has a very
rich experience in Corporate Finance, Project finance, Business Communication Law and
Practices, risk Management and Credit Management. Considering his experience and
background in the finance and Banking field, your directors are confident that Mr.
Kundalwal will be a significant asset to the Company and its management in the years to
come.
Key Managerial Personnel
In accordance with Sections 2(51) and 203 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory modification(s) or re-enactment(s) for the time being in force), the
following are the Key Managerial Personnel (KMP) of the Company as on the date of this
report:
Name of the KMP |
Designation |
Mr. Rishi Ramesh Pilani |
Chairman & |
(DIN 00901627) |
Managing Director |
Mr. Ramesh Shankarmal Pilani |
Chief Financial Officer |
Mr. Ramakant Shankarmal Pilani |
Chief Executive Officer |
Mrs. Ekta Dhanda |
Company Secretary |
21. Independent Directors' Declaration & Meeting
All Independent Directors of the Company have given declarations that
they meet the criteria of independence as laid down under Section 149(6) of the Companies
Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and that their names are
registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications
of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors, fulfil
the conditions of independence specified in Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that
they have complied with the Company's Code of Conduct.
As required under Schedule IV to the Act (Code for Independent
Directors) and Regulation 25 (3) of the hold at least 1 (one) meeting in a year, without
the presence of Non-Independent Directors. The Independent Directors met once, i.e, on
Tuesday, 7th February, 2023. The Meeting was conducted without the presence of
the Chairman, Executive Directors and any other Managerial Personnel.
The Independent Directors, inter-alia, discussed and reviewed
performance of Non-Independent Directors, the Board as a whole, Chairman of the Company,
and assessed the quality, quantity and timeliness of flow of information between the
Company's management and the Board that is necessary for the Board to perform its
duties effectively and reasonably.
22. Formal Annual Evaluation
Pursuant to the requirements of Section 134(3)(p) of the Companies Act,
2013 read with Regulation 17 of the SEBI Listing Regulations, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of its Committees.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as the Board composition
and structure, effectiveness of Board meetings, information and functioning etc. The
performance of the committees was evaluated by the Board after seeking inputs from the
Committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the Non-Independent
Directors were carried out by the Independent Directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual Directors including Independent Directors, on the basis of
the criteria such as the contribution of the individual Director to the Board and
Committee meetings and inputs in meetings, etc.
23. Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended 31st March,
2023; the Board of Directors hereby confirms that:
a. in the preparation of annual financial statements, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
b. the Directors have selected such accounting policies and applied
consistently and the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at 31st
March, 2023 and of the profit of the Company for that year;
c. 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;
d. the Directors have prepared the annual accounts of the Company on a
going concern basis;
e. the Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and operating
effectively; and
f. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
24. Committees & Meetings of the Board
During the year under review, five (5) Board meetings were held on 28th
May, 2022, 4th August, 2022, 30th August, 2022, 3rd
November, 2022 and 7th February, 2023. The details of number of meetings of the
Board held during the year along with attendance 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.
Committees of the Board
As on 31st March, 2023 the Company has following mandatory
Committees, viz,
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
Apart from the mandatory committees, the company also have an allotment committee of the
Board.
25. Auditors and Auditors' Report
Statutory Auditor & Auditor's Report
M/s. Mittal & Associates, Chartered Accountants (Firm Registration
No. 106456W), were appointed as statutory auditors of the Company in the annual general
meeting of the company held on 27th September, 2021, for a first term of 5
years, commencing from the conclusion of 34th AGM till the conclusion of the 39th AGM.
The Auditors' Report for the financial year ended 31st March,
2023 is unmodified, i.e, it does not contain any qualification, reservation, adverse
remark or disclaimer. There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and / or Board under
Section 143(12) of Act and Rules framed thereunder.
Secretarial Audit & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. VKM & Associates, a Practicing Company Secretary
(Certificate of Practice no. 4279), as Secretarial Auditor to undertake the Secretarial
Audit of the Company for the year ended 31st March, 2023. The Secretarial Audit
Report for the financial year ended 31st March 2023 is annexed as "Annexure-II"
to the Director's Report.
The Secretarial Audit Report does not contain any qualifications,
reservations or adverse remarks and do not call for any further explanation or comments
from the Board.
Secretarial Audit of Material unlisted Indian Subsidiary
As per Regulation 24A of SEBI LODR, the Secretarial Audit of the
material subsidiary M/s Infrastructure Logistic Systems Limited has been conducted for the
financial year 2022-23 by M/s. Vinesh K Shah & Associates, Practicing Company
Secretary (Certificate of Practice no. 7000).
The Secretarial Audit Report of material subsidiary for the financial
year ended 31st March, 2023, contain no qualification, reservation or adverse
remark and do not call for any further explanation or comments from the Board, and is
annexed herewith and marked 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 the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time,
your Company is required to maintain cost records and accordingly, such accounts are made
and records have been maintained relating to Chemical Division every year.
The Board had, on the recommendations of Audit Committee re-appointed
M/s. S K Agarwal, Cost Accountants, (Firm Registration No. 100322) as Cost Auditors of the
Company for the financial year 2023-24 at a fee of ` 1,50,000/- (Rupees One Lac Fifty
Thousand Only) plus applicable taxes & reimbursement of out-of-pocket expenses subject
to the ratification of the said fees by the shareholders at the ensuing Annual General
Meeting. Accordingly, a resolution seeking shareholders ratification for the remuneration
payable to M/s. S K Agarwal, Cost Accountants, is included in the Notice convening the
Annual General Meeting.
The Cost Accountants have confirmed that their appointment is within
the limits of Section 141(3)(g) of the Act and free from any disqualifications specified
under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the
Companies Act, 2013.
The Cost audit report for the financial year 31st March 2022
did not contain any qualification, reservation and adverse remark. The Cost audit report
for financial year 2022-23 would be filled with the Central Government within prescribed
timelines.
Internal Audit and Control
The Company has robust internal audit system for assessment of audit
findings and its mitigation. The Internal Audit function covers all the stores, inventory
audit, stock takes, audit for project related accounts, corporate accounts etc. The
Company's internal controls 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 the Board at its meeting held on 28th May,
2022 for conducting the internal audit for financial year 2022 23. The Internal Auditor
directly reports to the Audit Committee for functional matters. The Audit Committee in its
quarterly meetings reviews the internal audit and controls reports. The Company's
internal controls are commensurate with the size and operations of the business.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2022-2023
for all applicable compliances as per Securities and Exchange Board of India Regulations
and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly
signed by Mr. Vijay Kumar Mishra (FCS 5023) Partner of M/s. VKM & Associates,
Practising Company Secretaries have been submitted to the Stock Exchanges within 60 days
of the end of the Financial Year 2022-23.
26. Compliance with Secretarial Standards
During the year under review, the Company has complied with all the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
(ICSI) and approved by the Central Government pursuant to Section 118 of the Companies
Act, 2013.
27. Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in
Form MGT-7 as on 31st March, 2023 has been placed on the Company's website
www.ganeshbenzoplast.com.
28. Reporting of Frauds by Auditors
During the year under review, neither the Statutory auditors nor
Secretarial auditor nor Cost auditor have reported to the Audit Committee under Section
143(12) of the Act, any instances of fraud committed against your Company by its officers
and employees.
29. Corporate Social Responsibility (CSR)
For the Financial year 2022-2023, the Company was required to spend `
8.56 million (around 2% of the average net profits of the preceding three financial years)
on CSR activities. The Company has spent ` 8.62 million during the year on CSR activities
and the brief outline of the Company's CSR initiatives undertaken during the year
under review is disclosed in "Annexure III" in the format as prescribed
in the Companies (Corporate Social Responsibility Policy)Rules, 2014.
30. 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 IV" to this Report.
31. Particulars of Employees and Related Disclosures
The disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as "Annexure V".
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this
Report. However, as per first proviso to Section 136(1) of the Act and second proviso of
Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Report and Financial Statements are being sent to the Members of the Company
excluding the said statement. Any Member interested in obtaining a copy of the said
statement may write to the Company Secretary at the Registered Office of the Company
32. Credit Rating
Your company has rated by Infomerics Valuation and Rating Pvt. Ltd. as
on 31st March, 2023- the Rating on Long Term Bank Facility Fund Based,
is "IVR BBB/ Stable Outlook" and rating on Long Term/Short Term Non-Fund
Based, "IVR BBB/Stable Outlook / IVR A3+".
The Company was not identified as a "Large Corporate" for
financial year 2022-23 as per the criteria under SEBI Circular No. SEBI/
HO/DDHS/CIR/P/2018/144 dated 26th November, 2018.
33. Insurance
The properties and insurable interest of your company like Building,
Plant and Machinery, Inventories etc. are properly insured.
Directors & Officer's Liability (D & O) policy covers the
Directors and Officers of the Company including its WOSs/Subsidiary against the risk of
third-party claims arising out of their actions / decisions in the normal course of
discharge of their duties, which may result in financial loss to any third party.
34. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company adopted a policy on prevention, prohibition and redressal
of sexual harassment at work place in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules thereunder for
prevention and redressal of complaints of sexual harassment at workplace. The aim of the
policy is to provide protection to employees at the workplace and prevent and redress
complaints of sexual harassment and for matters connected or incidental thereto, with the
objective of providing a safe working environment. All employees (permanent, contractual,
temporary, trainees) are covered under the said policy.
Your company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received, if any,
on sexual harassment.
No complaint was pending at the beginning of the year and none was
received during the year under review.
35. Legal Cases
The company had filed civil, criminal and arbitration cases against
various parties for recovery of dues. As per the legal opinion and management perception,
the company will recover the substantial amount from the parties (including ONGC/BPCL).
Some of the parties and suppliers have also filled cases against the company as briefed in
contingent liabilities & legal cases note no. 47.
36. Award & Recognition
We are pleased to announce that the Company awarded for highest Liquid
Cargo Handling (Non-PSU) at JNPT during the year 2022-23. This is nineth consecutive year
that the company handled highest Liquid Cargo at JNPT under Non-PSU sector.
During the year 2022-23, the Company is also awarded for second highest
Cargo Handling (Non-PSU) at Cochin terminal by the Cochin Port trust.
37. General
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions for the same during the year
under review:
1. No material changes and commitments affecting the financial position
of the Company have occurred between the end of the Financial Year
(FY 2022-23) of the Company to which the Financial Statements relate
and the date of this report.
2. No orders have been passed by any Regulator or Court or Tribunal
which can have significant impact on the going concern status and the Company's
operations in future;
3. During the year under review, the Company has not bought back any of
its securities/ not issued any sweat equity shares / not provided any Stock Option Scheme
to its employees / not issued any equity shares with differential rights;
4. There is no revision of the financial statements pertaining to
previous financial periods during the financial year under review;
5. There is no proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016 (IBC Code);
6. There was no instance of one-time settlement with any Bank or
Financial Institution during the financial year under review.
38. Acknowledgements and Appreciations
Your directors take this opportunity to place on record their
appreciation for the valuable contributions and committed by employees and officers at all
levels, in the progress of the company.
Your Board also places on record its sincere appreciation for the
continued support received from the Port authorities, other Government authorities, banks,
Customers, business associates and members during the year under review.
For and on Behalf of the Board of Directors
Ganesh Benzoplast Limited
Rishi Ramesh Pilani
Chairman & Managing Director
(DIN 00901627)
Mumbai, 25th May, 2023