Directors Report of Ganesh Benzoplast Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 38^th Annual Report of the Company together with the Standalone and
Consolidated Audited Financial Statements of the Company for the year ended March 31, 2025.

1. Financial Results

A summary of the Company’s financial performance during the year ended on March 31, 2025 compared to the
previous financial year is summarized below:

Particulars	Standalone		Consolidated
	2024-251	2023-24	2024-25 |	2023-24
Revenue from Operations	2,154.01	2,267.15	3,743.11	4,770.77
Other Income	168.40	158.31	176.93	134.81
Total Income	2,322.41	2,425.46	3,920.04	4,905.58
Profit Before tax and Exceptional items	861.92	815.73	966.53	839.91
Exceptional items	(443.78)	-	(447.31)	-
Profit Before Tax Less: Tax Expenses	418.14	815.73	519.22	839.91
Prior Period Tax	-	-	(0.15)	(0.11)
Current Tax	86.51	210.68	112.68	232.33
Deferred Tax	24.38	(1.20)	25.83	(6.72)
Net Profit for the year after Tax	307.25	606.25	380.86	614.41
Total other comprehensive income for the year, net of tax	(6.64)	3.22	(6.89)	2.45
Total Comprehensive Income for the year	300.61	609.47	373.97	616.86

The above figures are extracted from the financial statements prepared in accordance with Indian Accounting
Standards (“Ind AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the
Companies (Accounts) Rules, 2014 and other relevant provisions of the Act. The detailed Financial Statements as
stated above are presented as separate section of this Annual Report.

2. Financial Performance Review
Company Standalone

On standalone basis, the total revenue for FY 2024¬
25 was '' 2,154 million as against '' 2,267 million
in the previous FY 2023-24 with a drop of 5% YOY.
This reduction in revenue was mainly due to planned
modifications carried out on the existing tanks to
improve the product handling capability and reduction
in EPC revenue.

During the year, Standalone Profit after tax (PAT) for the
year is '' 307 million as against '' 606 million for the
previous year ended on March 31, 2024, the profit of
the Company Reduced owing to exceptional expenses
of '' 439 million pursuant to a one-time settlement
agreement entered into by the Company, along with
other exceptional items of '' 5 million.

Group Consolidated

On consolidated basis, the total revenue of the
company for FY 2024-25 was '' 3,743 million as against
'' 4,771 million during the FY 2023-24. This reduction
in revenue was mainly due to EPC business. During
FY 2024-25, the consolidated Profit After Tax (PAT)
without Exceptional Items is '' 828 million as compared

to '' 614 million during the FY 2023-24 with an increase
of 35% YOY. Consolidated Profit After Tax (PAT) after
Exceptional Items is '' 381 million as against '' 614
million in FY 2023-24 with a drop of 38% YOY.

The Chemical business of the Company during FY
2024-25 has reported a profit before tax (PBT) of
'' 206 million against '' 60 million in FY 2024-25, with
an impressive growth of 243 % YOY, attributable to
the changes made by the management in chemical
division. This is the result of meticulous focus on
efficiencies in all purchases and optimization of
logistic costs and changes at plant level. Further, the
plants have been operating on a continuous basis
resulting in reduction of fixed costs and there has been
a conscious effort to expand the customer base and
enhance research to improve the products mix as per
customer requirement.

The Networth of the Company on standalone basis
is '' 5,295 million for the financial year 2024-25 as
compared to '' 4,995 million for the financial year
2023-24. On a consolidated basis the networth of
company is '' 5,444 million for the financial year 2024¬
25 as compared to '' 5,070 million for the financial year
2023-24.

3. Future Outlook

With the rising demand for oil, chemicals, and
petrochemicals in India-alongside increasing
transportation needs-there is significant potential
for expanding pipelines, logistics, and related
infrastructure. This presents strong business
opportunities for the Company in both the LST
segment and the EPC business. The medium- to long¬
term outlook for the Company remains positive.

New Project and Expansion

In the FY 2024-25, the company received a contract of
'' 1,758 million from JSW Jaigarh Port Ltd for
Engineering, Design, Manufacturing, Supply, Erection
& commissioning of Chemical Tank Farm Project on
EPC basis, including construction of 11 Chemical tanks,
Dock Pipeline and civil works for their Jaigarh Port.

4. Financial Statements

As mandated by the Ministry of Corporate Affairs, the
financial statements for the year ended on March 31,
2025 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 March 31, 2025. 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 March 31, 2025 the Company has five wholly
owned subsidiary Companies-

GBL Chemical Limited is wholly owned subsidiary
and is in trading of Chemical business, the company
handles all sale and purchase transactions of Chemical
Business of Holding Company as per the arrangement
approved in the 34^th AGM of GBL. As on March 31,
2025, GBL Chemical is the material subsidiary of the
Company.

GBL Infra Engg Services Private Ltd, is a wholly owned
Subsidiary and is in EPC business, the company has
certain independent contracts for fabrication of tanks
and construction of pipelines.

GBL LPG Private Limited, the wholly owned subsidiary
commenced its business activities as procurement
agency, mainly for holding company.

GBL Clean Energy Private Limited is a wholly owned
Subsidiary and deals in clean energy fuels, the
company entered into a vehicle lease business.

Infinity Confidence LPG Private Limited was
incorporated on March 06, 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 Companies

Infrastructure Logistic Systems Limited 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 Infrastructure Logistic Systems
Limited (ILSL) and is the material subsidiary of GBL.

During the year, the Company made an additional
investment in GC Port Infra Private Limited and as on
March 31, 2025 the Company holds 60% in GC Port
Infra Private Limited. The company is yet to commence
its business.

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 Subsidiary/
Associate Companies.

Joint Venture

GBC LPG Private Limited is a Joint venture Company
formed on November 22, 2023 by GBL LPG Private
Limited which is a wholly owned subsidiary of
Ganesh Benzoplast Limited (GBL) and BW confidence
Enterprise Pvt Ltd. (BWC).

i. Dividend

The Board of Directors has not recommended any
dividend for FY 2024-25 in view of the Company’s
capital expenditure and working capital requirements.
Additionally, a one-time exceptional liability was
paid towards settlement of a long-pending legal
dispute. Retention of earnings is considered prudent
to strengthen financial stability and support future
growth.

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 March 31, 2025.

3. Transfer to Reserve

The Company has not transferred any amount of profit
to the reserves during the financial year under review.

3. 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 March 31, 2025,
there were no deposits lying unpaid or unclaimed.

10. Share Capital

As on March 31, 2025, the authorised share capital
of the Company is '' 40,00,00,000/- divided into
40,00,00,000 equity shares of '' 1/- each.

The paid-up Equity Share Capital of the Company
as on March 31, 2025 is '' 7,19,89,421/- divided into
7,19,89,421 equity shares of '' 1/- each.

11. Listing Of Company’s Securities

The Company’s Equity Shares are listed on Bombay
Stock Exchange (BSE Limited) and National Stock
Exchange of India Limited (NSE) and the stipulated
Listing Fees for the financial year 2025-26 have been
paid to both the Stock Exchanges.

12. Directors’ Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section
(3) and sub-section (5) of Section 134 of the Act, the
Board of Directors of the Company hereby confirm
that:

1. in the preparation of the annual accounts for
the financial year ended on March 31, 2025, the
applicable Accounting Standards have been
followed and no material departures have been
made from the same;

2. the Directors have selected such accounting
policies and applied consistently and 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 March
31, 2025 and of the profit of the Company for the
year ended on March 31, 2025;

3. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

4. the Directors have prepared the annual accounts
for the financial year ended on March 31, 2025 on
a going concern basis;

5. the Directors have laid down internal financial
controls and the same have been followed by the
Company and that such internal financial controls
are adequate and were operating effectively; and

6. 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.

13. Report On Corporate Governance and Management
Discussion and Analysis

A separate report on Corporate Governance
is provided together with the Certificate from
the Practicing Company Secretaries confirming
compliance of conditions of Corporate Governance
as stipulated under the Listing Regulations. Pursuant
to the provisions of Regulation 34 read with Schedule
V of the Listing Regulations, a report on Management
Discussion & Analysis is attached separately, which
forms part of this Annual Report.

14. Business Responsibility and Sustainability Report
(BRSR)

Business Responsibility and Sustainability Report
(BRSR) is prepared in accordance with the provisions
of Regulation 34 of the Listing Regulations, the BRSR
forms part of this Annual Report and the same is in line
with the SEBI requirement.

15. Particulars of Loans, Guarantees or Investments

During the financial year 2024-25, the Company
extended loans to its wholly owned subsidiaries and
certain body corporates for business purposes. These
loans are interest-bearing, unsecured, and aligned
with Section 186 of the Companies Act, 2013. In

addition, the Company made an additional investmenl
in its subsidiary, GC Port Infra Private Limited. Nc
guarantees or securities were provided during the yeai
under review. The particulars of loans, guarantees
and investments, as required under Section 186 of the
Companies Act, 2013, are disclosed in the Notes to the
Standalone Financial Statements forming part of this
Annual Report.

16. Internal Financial Control and their adequacy

The Company has in place adequate internal financia
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 tha1
all the assets are safeguarded and protected agains''
loss from unauthorized use or disposition and that the
transactions are authorized, recorded and reportec
correctly. The internal control is supplemented by ar
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 o
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.

17. Related Party Transactions

All the related party transactions and subsequenl
modifications are placed before the Audit Committee
for their review and approval. The Audit Committee
grants an omnibus approval for the transactions tha
are in the ordinary course of the business and repetitive
in nature. For other transactions, the Company obtains
specific approval of the Audit Committee before
entering into any such transactions. For materia
related party transaction, if any, the Company obtains
prior approval of the Members of the Company. A
statement of all related party transactions is placed
before the Audit Committee on a quarterly basis
specifying the nature, value and terms & conditions o
the transactions.

During the year under review, all the transactions
entered into by the Company with the Related Parties
were at arm’s length and in the ordinary course o
business. These transactions were pre-approved by
the Independent Directors of the Audit Committee
The transactions entered by the Company with the
related parties during the year were in compliance
with all the applicable provisions of the Companies
Act, 2013 and the Listing Regulations as well as the
Related Party Transaction policy of the Company. The
details of actual transactions were reviewed by the
Audit Committee on a quarterly basis.

During the FY 2024-25, the Company did not enter into
any material related party transactions. Accordingly
the 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

18. 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 available on
Company’s website www.ganeshbenzoplast.com

Risk Management Policy

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.
During the year, the Company redesignated its Risk
Management Committee to Sustainability & Risk
Management Committee to cover the ESG issues and
compliances.

The Company’s Risk Management Policy outlines
guidelines in identification, assessment, measurement,
monitoring, mitigating and reporting of key business
risks associated with the activities of the company. The
Policy is designed to provide reasonable assurance
towards achievement of its goals by integrating
management control into daily operations, ensuring
compliance with legal requirements and safeguarding
the integrity of the Company’s financial reporting and
the related disclosures.

The Risk Management Policy is available on Company’s
website www.ganeshbenzoplast.com

Corporate Social Responsibility Policy (CSR)

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 a CSR
committee and formulated a CSR policy. The CSR
Policy of the Company adopted in accordance with
Schedule VII of the Act, outlines various CSR activities
to be undertaken by the Company in the areas of
promoting education, enhancing vocational skills,
promoting healthcare including preventive healthcare,
community development, rural development, heritage
conservation and revival, etc. 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 thereon.

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 Whistle
Blower 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

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended (“SEBI Listing Regulations”), the Company has
formulated a Dividend Distribution Policy which details
various considerations based on which the Board may

recommend or declare Dividend. The policy hosted on
the Company’s website www.ganeshbenzoplast.com

19. Directors and Key Managerial Personnel

Directors

The Board composition of the Company as on March
31, 2025, was as under:

Name	Category of Directorship
Mr. Rishi Pilani	Chairman & Managing Director
Mr. Shyam Nihate	Executive Director-Terminal Operations
Mr. Niraj Nabh Kumar	Independent Director
Mr. Girdhari Lal Kundalwal	Independent Director
Dr. John Joseph	Independent Director
Ms. Jagruti Gaikwad	Independent Woman Director
Mr. Ramesh Punjabi	Non- Executive Non-Independent Director

The Board and Members of the Company approved
the re-appointment of Mr. Rishi Pilani (DIN: 00901627)
as the Chairman & Managing Director of the Company
for a period of five(5) years with effect from September
29, 2024 upto September 28, 2029. Mr. Rishi Pilani
is also Managing Director of Infrastructure Logistic
Systems Limited, a material subsidiary of the company
and he also draws remuneration from this subsidiary
as per the applicable provisions of the Companies Act,

2013.

The Board approved the re-appointment on the
recommendation of the Nomination and Remuneration
Committee, which in terms of the provisions of the
Act and the SEBI Listing Regulations, reviewed and
evaluated the composition of the Board, including the
skills, knowledge and experience of the Directors.

During the year, Mr Raunak Pilani resigned as Non¬
Executive Non Independent Director of the Company
w.e.f. May 06, 2024.

Additionally, pursuant to the provisions of sub-section
(6) of Section 152 of the Act and Articles of Association
of the Company, Mr. Shyam Nihate, Director, (DIN:
08301025) is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, has
offered himself for re-appointment. The agenda item
with respect to the re-appointment of Mr. Shyam
Nihate along with his brief resume, expertise and
other details as required in terms of sub-regulation (3)
of Regulation 36 of the SEBI Listing Regulations and
Secretarial Standard - 2 on General Meetings, forms
part of the Notice convening the ensuing Annual
General Meeting.

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 S. No. KMP	Designation
1. Mr. Rishi Pilani	Chairman & Managing Director
2. Mr. Ramesh Pilani	Chief Financial Officer
3. Ms. Ekta Dhanda	Company Secretary & Compliance Officer

During the year, Mr. Ramakant Pilani, Chief Executive
Officer (CEO) of the company who was responsible
for the affairs of the chemical division of the Company
resigned w.e.f. April 02, 2024.

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 and all Independent
Directors possess requisite qualifications, experience,
expertise and hold high standards of integrity required
to discharge their duties with an objective independent
judgment and without any external influence. The
Independent Directors have also confirmed that they
have complied with the Company’s Code of Conduct.

As required under Schedule IV of the Act (Code for
Independent Directors) and Regulation 25 (3) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Companies have to hold at least
1 (one) meeting in a year, without the presence of Non¬
Independent Directors. Accordingly, the Independent
Directors had met on Wednesday, March 12, 2025.
The Meeting was conducted without the presence
of the Chairman, Executive Directors and any other
Managerial Personnel.

The Independent Directors, in their meeting, 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.

20. Familiarisation Programme for Independent
Directors

The Company makes detailed presentations at the
Board meetings to familiarise Independent Directors
with the Company’s business, strategy, annual plan and
budget, operations, etc. Functional heads are invited
to provide update and insights in the areas of HR,
Supply chain and logistics, IT and Cyber Security, IFC,
ESG and CSR, etc. Directors are regularly briefed on
the regulatory changes and legal updates applicable
to the Company. This facilitates Board interaction
and engagement with the Senior Management
team. The details of the training and familiarisation
programmes arranged by the Company during FY
2024-25 are disclosed on the Company’s website
www.ganeshbenzoplast.com

21. 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, flow
of 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.

Meetings of the Board of Directors

During the year under review, Six (6) Board meetings
were held on April 02, 2024, May 30, 2024, August
12, 2024, November 14, 2024, February 12, 2025 and
March 19, 2025. 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

The Company has following mandatory Committees,
viz,

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee and

5. Sustainability and 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 non-mandatory committees, viz:

1. Allotment committee and

2. Administrative committee
!2. Auditors

Statutory Auditor

Pursuant to the provisions of Section 139 of the Act
and the Companies (Audit and Auditors) Rules,
2014, 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 September,
27, 2021, for a first term of 5 years, commencing from
the conclusion of 34th AGM till the conclusion of the
39th AGM. The Auditors have issued an unmodified
opinion on the Financial Statements, both standalone
and consolidated for the financial year ended March
31, 2025. The said Auditors’ Report(s) for the financial
year ended March 31, 2025 on the financial statements
of the Company forms part of this Annual Report.

The Auditors Report for the financial year ended March
31, 2025 does not contain any qualification, adverse
remark or reservation and therefore, do not call for any
further explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.

Cost Auditor

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 and records
have been maintained relating to Chemical Division
every year.

The Board had, on the recommendations of
Audit Committee re-appointed S K Agarwal, Cost
Accountants, (Firm Registration No. 100322) as Cost
Auditors of the Company for the financial year 2025-26
at a fee of '' 1,75,000/- (Rupees One Lac Seventy-Five
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 S K Agarwal, Cost Accountants, is included
in the Notice convening the ensuing 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 March 31,
2025 did not contain any qualification, reservation
and adverse remark and therefore, do not call for
any further explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013. The
Cost audit report for financial year 2024-25 would be
filed with the Central Government within prescribed
timelines.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act
and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company had appointed VKM & Associates,
(Certificate of Practice no. 4279), a Peer Reviewed
Firm of Company Secretaries in Practice, as Secretarial
Auditors to conduct Secretarial Audit for FY 2024-25.

The Secretarial Audit Report for the financial year
ended March 31, 2025 is annexed as Annexure-II to
the Director’s Report. The said Secretarial Audit Report
do not call for any further explanation or comments
from the Board under Section 134(3) of the Companies
Act, 2013.

SEBI vide notification no. SEBI/LAD-NRO/GN/2024/218
dated 12^th December 2024 has introduced ‘SEBI (Listing
Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024’ to establish detailed
norms governing the appointment, re appointment,
and removal of Secretarial Auditors in listed entities,
effective from 31^st December, 2024. The recent
amendment mandates that the listed companies have
to obtain shareholders’ approval for appointment of
Secretarial Auditors.

The Board of Directors of the Company, at its meeting
held on May 14, 2025 on recommendation of the
Audit Committee and pursuant to the provisions of
Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with Regulation 24A

and other applicable provisions of the SEBI Listing
Regulations, has approved the appointment of VKM
& Associates (Certificate of Practice no. 4279), as
Secretarial Auditors for a term of five consecutive
years, commencing from FY 2025-26 till FY 2029-30,
which is subject to the approval of the Members at the
ensuing Annual General Meeting. A resolution seeking
shareholders’ approval for the said appointment
forms part of the AGM Notice. The Secretarial Auditor
furnished a certificate of their eligibility and consent for
appointment as per section 204 of the Companies Act,
2013.

Secretarial Audit of Material unlisted Indian
Subsidiaries

As per Regulation 24A of SEBI LODR, the company
has two material subsidiary companies - GBL Chemical
Limited and Infrastructure Logistic Systems Limited
and as on March 31, 2025 and the Secretarial Audit
of the material subsidiaries GBL Chemical Limited and
Infrastructure Logistic Systems Limited have been
conducted for the financial year 2024-25 by Vinesh K
Shah & Associates (Certificate of Practice no. 7000),
a Peer Reviewed Firm of Company Secretaries in
Practice.

The Secretarial Audit Report of material subsidiaries
for the financial year ended March 31, 2025, 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-IIA and Annexure-IIB to this Report.

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.

V K Baheti & Co. Chartered Accountants was appointed
as an Internal Auditor of the Company by the Board at
its meeting held on May 30, 2024 for conducting the
internal audit for financial year 2024-25. 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.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial
Year 2024-25 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 VKM
& Associates, Practising Company Secretaries have
been submitted to the Stock Exchanges within 60 days
of the end of the Financial Year 2024-25.

23. 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.

24. 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 March 31,
2025 is available on the Company’s website
www.ganeshbenzoplast.com

25. Reporting of Frauds by Auditors

During the year under review, neither the Statutory
Auditor or Secretarial Auditor or 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.

26. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility (“CSR”) Committee
of the Board of Directors inter alia gives strategic
direction to the Corporate Social Responsibility
(“CSR”) initiatives, formulates and reviews annual CSR
plans and programmes, formulates annual budget
for the CSR programmes, monitors the progress on
various CSR activities for the Financial year 2024-25,
the Company was required to spend '' 12.92 million
(around 2% of the average net profits of the preceding
three financial years) on CSR activities. The Company
has spent '' 13.26 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.

27. 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.

28. 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.

29. Credit Rating

Your company has been rated by Infomerics Valuation
and Rating Pvt. Ltd. as on March 31, 2025. 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 A2”.

The Company was not identified as a “Large Corporate”
for financial year 2024-25 as per the criteria under
SEBI Circular No. SEBI/ HO/DDHS/CIR/P/2018/144
dated 26th November, 2018.

30. 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/Subsidiaries 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.

31. 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.

The details of complaints reported under Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 during FY 2024¬
25 are as follows:

Particulars	No. of complaints
No. of Complaints filed during the period April 01, 2024 to March 31, 2025	Nil
No. of Complaints disposed off during the period April 01, 2024 to March 31, 2025	Nil
No. of Complaints pending as end of the financial year March 31, 2025	Nil

32. Legal Cases

The Company had filed civil, criminal and arbitration
cases against various parties for recovery of dues.
Some of the parties and suppliers have also filed cases
against the Company as briefed in contingent liabilities
& Legal cases Note No. 43 of the financial statements.

33. Award & Recognition

This year also the Company has been awarded for
highest Liquid Cargo Handling (Non-PSU) at JNPT and
this is the eleventh consecutive year that the company
handled highest Liquid Cargo at JNPT under Non-PSU
sector.

34. 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) Material changes and/or commitments that could
affect the Company’s financial position, which
have occurred between the end of the financial
year of the Company and the date of this report;

2) Significant or material orders passed by the
Regulators or Courts or Tribunals, impacting the
going concern status and Company’s operations
in future;

3) Non-exercising of voting rights in respect
of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of
the Companies Act, 2013 read with Rule 16(4)
of Companies (Share Capital and Debentures)
Rules, 2014;

4) Revision of the financial statements pertaining
to previous financial periods during the financial
year under review;

5) The details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year
and;

6) The details of difference between amount of the
valuation done at the time of one-time settlement

and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof.

35. Acknowledgements and Appreciations

The Directors take this opportunity to thank the Central
and State Government Departments, Organizations
and Agencies in India and Port Authorities for their
continued support and co-operation. The Directors
are also thankful to all valuable stakeholders viz.,
customers, vendors, suppliers, banks, financial
institutions, and other business associates for their
continued co-operation and excellent support provided
to the Company during the year. The Directors also
appreciate and value the trust reposed in them by
Members of the Company.

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.

For and on Behalf of the Board of Directors
Ganesh Benzoplast Limited

Rishi Pilani

Chairman & Managing Director
Mumbai, May 14, 2025 (DIN: 00901627)

---

Mar 31, 2024

Your directors have pleasure in presenting the 37th Annual Report of the Company together with the Consolidated and Standalone Audited Financial Statements of the Company for the year ended March 31,2024.

1. Financial Results

A summary of the Company''s financial performance during the year ended on March 31, 2024 compared to the previous financial year is summarized below:

('' in Million)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	2,267.15	1,926.92	4,770.77	4,208.48
Other Income	158.31	109.57	134.81	82.88
Total Income	2,425.46	2,036.49	4,905.58	4,291.36
EBITDA	1052.50	885.86	1,090.58	956.26
Exceptional items	-	(3.22)	-	(3.25)
Profit Before Tax	815.73	681.65	839.91	742.32
Less: Tax Expenses Prior Period Tax			(0.11)
Current Tax	210.68	191.72	232.33	206.94
Deferred Tax	(1.20)	(19.43)	(6.72)	(15.41)
Net Profit for the year after Tax	606.25	509.36	614.41	550.79
Total other comprehensive income for the year, net of tax	3.22	(1.60)	2.45	(1.83)
Total Comprehensive Income for the year	609.47	507.77	616.86	548.96

2. Financial Performance Review Company Standalone

On standalone basis, the total income for FY 2023-24 was '' 2267.15 million as against '' 1926.92 million in the previous FY 2022-23 with an increase of 18% YoY. The standalone income of the company increased due to the addition of the 17 new tanks constructed on the new Plot allotted at JNPT in year 2022, for storing and handling specialty chemicals such as acetone, Dilute Nitric Acid etc.

Under the Chemical division, the company generates income mainly through the Job work transactions for the wholly owned subsidiary company, as substantial sale and purchase transactions are handled in wholly owned subsidiary GBL Chemical Limited 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 '' 606.25 million as against '' 509.36 million for the previous year ended on March 31, 2023 with an increase of 19% YoY.

Group Consolidated

On consolidated basis, the overall performance of the company was good. During the year the total income of the company for FY 2023-24 was '' 4770.77 million as against '' 4208.48 million during the previous FY 2022-23, with an increase of 18% YoY. Correspondingly Net Profit after tax (PAT) on consolidated basis for FY 2023-24 amounted to

'' 614.41 million as against '' 550.79 million during the FY 2022-23 with an increase of 11% YoY.

The Networth of the Company on standalone basis is '' 4994.79 million for the financial year 2023-24 as compared to '' 3548.18 million for the financial year 2022-23. On consolidate basis the networth of company is '' 5069.98 for the financial year 2023-24 as compared to '' 3616.57 million for the financial year 2022-23.

. 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

In the FY 2023-24, the Company entered into a Joint Venture and Share Subscription agreement (SSA) on November 30, 2023 with BW Confidence Enterprise Pvt Ltd. (BWC) to develop and operate a new LPG onshore import terminal at Jawaharlal Nehru Port Association (JNPA) Port in Navi Mumbai, India. This proposed terminal will be a state-of-the-art LPG terminal and will be capable of fully offloading the latest fourth generation Very Large Gas Carriers (93,000 cbm) in a single discharge operation. and will also have the potential to connect to the Uran Chakan cross-country pipeline to ensure competitive and efficient supply of LPG for the Indian hinterlands market.

The estimated timeline for the project is 2 years from statutory approvals required for commencement of Project. Construction work on the terminal will commence in 2024-25 and is expected to be fully operational in 2026-27.

4. Financial Statements

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 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 March 31, 2024. 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 read 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 March 31,2024 the Company has five 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 34^th AGM of GBL.

GBL Infra Engg Services Private Ltd, is wholly owned subsidiary and is in EPC business, the company has certain independent contracts for fabrication of tanks and construction of pipelines.

GBL LPG Private Limited, the wholly owned subsidiary commenced its business activities as procurement agency, mainly for holding company.

GBL Clean Energy Private Limited is a wholly owned subsidiary deals in clean energy fuels. GBL Clean Energy, started it''s operations during the year and purchased electric vehicles to operate on dry Lease basis. The Company is getting a fixed Lease rent every month for this.

Infinity Confidence LPG Private Limited was incorporated on March 06, 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 Infrastructure Logistic Systems Limited (formerly known as Stolt Rail Logistic Systems Ltd) 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 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 wholly owned subsidiary GBL Clean Energy Private Limited.

There has been no change in the class and nature of the business of the Company, wholly owned subsidiary and its subsidiary/associate Companies.

Joint Venture

GBC LPG Private Limited is a 50:50 Joint venture between GBL LPG Private Limited which is wholly owned subsidiary of Ganesh Benzoplast Limited (GBL) and BW confidence Enterprise Pvt Ltd. (BWC) an Indian Company for construction and operations of an LPG storage terminal at JNPA capable of handling very Large Gas Carrier(s).

GC Port Infra Private Limited is also a Joint venture company incorporated on October 30, 2023 with a equity investment of 50%. The company is yet to commence its business.

6. Dividend

With a view to conserve resources for the upcoming 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 March 31,2024.

8. Transfer to Reserve

For the Financial year March 31, 2024, 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 March 31, 2024, there were no deposits lying unpaid or unclaimed.

10. Share Capital

As on March 31, 2024, 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 '' 71.99 million from '' 65.18 million.

11. Conversion of Warrants

During the year, on July 27, 2023, the Company allotted 29,25,000 Equity Shares of the face value of '' 1/- each at an issue price of '' 103/- (including a premium of '' 102/- per share), fully paid upon exercising the option available with the 10 warrant holders to convert 29,25,000 warrants held by them.

On September 18, 2023, '' 6.44 million, transferred to Capital Reserve being 25% of the Upfront Warrant Subscription amount forfeited for non-payment of Balance 75% of amount for 2,50,000 warrants by one of non-promoter allottee within 18 months from allotment of warrants.

12. Preferential Issue of Shares

During the year, on January 12, 2024, the Company allotted 17,00,000 Equity Shares of the face value of '' 1/- each at an issue price of '' 160/- (including a premium of '' 159/- per share) to one non-promoter QIB investor and issued 1,80,000 Equity Shares of the face value of '' 1/- each at an issue price of '' 175/- (including a premium of '' 174/- per share) to a Promoter group company.

During the year, on March 01,2024, the Company allotted 20,00,000 Equity Shares of the face value of '' 1/- each at an issue price of '' 162/- (including a premium of '' 161/-per share) to a non-promoter individual.

13. Reclassification of Promoter

During the year, pursuant to Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and with the approval of NSE and BSE on March 27, 2024, the company reclassified Mr. Dinesh Thapar, holding Nil equity shares of the company, from the "Promoter" category to "Public" category.

14. 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 2024-25 have been paid to both the Stock Exchanges.

15. Particulars of Loans, Guarantees or Investments

During the Financial Year 2023-24, the company has provided Loan to its wholly owned subsidiaries Apart from this, the company has not given any loans or provided guarantees as defined under section 186 of the Companies Act, 2013. Details of Loans, guarantees or investments are given in notes to financial statement forming part of annual report.

16. 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.

17. 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 2023-24, 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

18. 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

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 Social Responsibility Policy (CSR)

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 ''Vigil Mechanism 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, and soon.

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 per the Regulation, the company has formulated a Dividend Distribution Policy. The policy is hosted on the Company''s website www.ganeshbenzoplast.com.

19. Corporate Governance

As per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015, the Corporate Governance certificate from the auditors of the Company certifying

compliance of the conditions of the Corporate Governance, which form an integral part of this report, is set out as separate annexure to Corporate Governance report.

20. 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.

21. Business Responsibility & Sustainability Report

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from fiscal year 2023. As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Business Responsibility and sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached and is a part of this Annual Report as set out in Annexure of this report and is also available on Company''s website at www.ganeshbenzoplast.com.

22. Directors and Key Managerial Personnel Change in Directors

During the year, Pursuant to Regulation 17(1) of the SEBI (LODR) Regulations 2015 and in accordance with Section 149(4) of the Act, on the recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on April 21, 2023 have appointed Mr. Girdhari Lal Kundalwal (DIN 10124589) as an Additional Director to hold Office of Independent Director for a period of 5 years effective from April 21, 2023. The consent of members of the Company was duly obtained through notice of postal ballot dated June 19, 2023.

During the year, on the recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on April 21, 2023 appointed Mr. Shyam Nihate (DIN 10099782), as an Additional Director of the Company (in the capacity of Executive Director-Terminal Operations) for the period from April 21,2023 to April 20, 2028. The consent of members of the Company was duly obtained through notice of postal ballot dated June 19, 2023.

In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association, Mr. Ramesh Punjabi (DIN 03244442), Non-Executive 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. The information of Mr. Ramesh Punjabi as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (herein after referred to as Listing Regulations) are provided in annexure to the Notice.

On May 06, 2024 Mr. Raunak Pilani resigned as nonexecutive director of the Company.

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:

S. No. Name of the KMP	Designation
1. Mr. Rishi Pilani	Chairman & Managing
(DIN 00901627)	Director
2. Mr. Ramesh Pilani	Chief Financial Officer
3. Ms. Ekta Dhanda	Company Secretary

Mr. Ramakant Pilani, Chief Executive Officer (CEO) of the company who was responsible for the affairs of the chemical division of the Company resigned w.e.f. April 2, 2024.

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 and all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. 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 SEBI (LODR) Regulations, the Company is required to hold atleast 1 (one) meeting in a year, without the presence of Non-Independent Directors. During the year, the Independent Directors met once, i.e, on Monday, February 12, 2024. The Meeting was conducted without the presence of the Chairman, Executive Directors and any other Managerial Personnel.

The Independent Directors, in their meeting, inter-alia, discussed and reviewed performance of NonIndependent 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.

23. 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 members after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board meetings, flow of 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.

24. 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 March 31,2024, 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 March 31,2024 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 ensured that proper systems have been devised to achieve compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Committees & Meetings of the Board

During the year under review, Ten (10) Board meetings were held on May 25, 2023, June 19, 2023, August 11, 2023, September 4, 2023, November 7, 2023, November 27, 2023, December 5, 2023, December 20, 2023, January 29, 2024 and February 12, 2024. 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

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.

26. Auditors and Auditors'' Report Statutory Audit 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 September 27, 2021, for a first term of 5 years, commencing from the conclusion of 34^th AGM till the conclusion of the 39^th AGM.

The Auditors'' Report for the financial year ended March 31,2024 is modified, i.e, as it does contain following qualification by the auditor, on the standalone financial statements.

We draw attention to Note no. 47(c) of the financial statement, wherein CEO of the Company who is also promoter of the company and relative of the Chairman and Managing Director and also on the Board of the wholly owned subsidiary of the Company M/s GBL Chemical Limited.

We have been explained that funds have been borrowed in the name of the said subsidiary from certain parties

wherein the Company is shown as a co-borrower and also a guarantor. We have been explained that these transactions are executed without power and knowledge of the Company and are fraudulent in the nature. Resulting we are unable to ascertain the amount involved and possible impact of these transactions on the financial statement of the Company.

The consolidated Auditors'' Report for the financial year ended March 31,2024 contains the following qualification by the auditor.

We draw attention to Note no. 51 of the consolidated financial statement, wherein CEO of the Company who is also promoter of the company and relative of the chairman and Managing Director and also on the Board of the wholly owned subsidiary of the Company M/s GBL Chemical Limited.

We have been explained that funds have been borrowed in the name of the said subsidiary from certain parties wherein the Company is shown as a co-borrower and also a guarantor. We have been explained that these transactions are executed without power and knowledge of the Company and are fraudulent in the nature. Resulting we are unable to ascertain the amount involved and possible impact of these transactions on the financial statement of the Company.

The above matter pertaining to borrowed funds has been reported as qualification in the audit report dated May 28, 2024 issued by M/s Vijay Garg & Co., Chartered Accountants on the standalone financial statement of M/s GBL Chemical Limited as under:

"We draw attention to Note in the standalone financial statement and as per explanations given to us, there were fraudulent transactions/ borrowing were done in the name of Company involving certain parties. We have been explained that these transactions are executed without power and knowledge of the Company and are fraudulent in the nature. On the basis of preliminary investigation, company suspects involvement of external parties including one of the Director. We are unable to ascertain the amount involved and possible impact of these transactions on the financial statement of the Company."

Management''s Explanation to Auditors'' qualification

The management understand that the Company is allegedly shown as a co-borrower/guarantor with its subsidiary in some unauthorized borrowings.

Since these Fraudulent Transactions have been entered into without any valid authorizations, express consent of the Board or shareholders of the Company and in a fraudulent manner, all actions taken in furtherance to such Fraudulent Transactions are voidable at the option of the Company as per the provisions of the Contract Act.

Any claim from the above will not have any material impact on the financial statements and hence, no

provision in respect of the above claim has been recorded as at March 31, 2024.

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 March 31, 2023. The Secretarial Audit Report for the financial year ended March 31,2024 is annexed as Annexure-II to the Director''s Report.

The Secretarial Audit Report mentions regarding the notice from BSE and NSE for imposition of fine of ? 5900/-each for disclosure under Regulation 23(9) of the SEBI Listing Regulation, as per the Management the one day delay in filing XBRL disclosure was due to inadvertence, however, the company submitted the pdf disclosure of related party transaction within timeline, as per the Regulation.

The Secretarial Audit Report also mentions the qualified opinion as given by the statutory auditor in its audit report and which is explained by the management as stated above.

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 2023-24 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 March 31, 2024, 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 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 2024-25 at a fee of '' 0.15 million 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 March 31,2023 did not contain any qualification, reservation and adverse remark. The Cost audit report for financial year 2023-24 would be filled with the Central Government within prescribed timeline.

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 May 25, 2023 for conducting the internal audit for financial year 2023-24. 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.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2023-2024 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 2023-24. The annual secretarial compliance report also mentions the qualified opinion as given by the statutory auditor in its audit report and which is explained by the management as stated above.

’. 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.

>. 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 March 31, 2024 has been placed on the Company''s website www.ganeshbenzoplast.com.

29. Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors or secretarial auditor or cost auditor have reported, any instances of fraud committed against your Company by its officers and employees under Section 143(12) of the Act.

30. Corporate Social Responsibility (CSR)

For the Financial year 2023-2024, the Company was required to spend '' 10.86 million (around 2% of the average net profits of the preceding three financial years) on CSR activities. The Company has spent '' 10.89 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.

31. 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.

32. 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.

33. Credit Rating

Your company has obtained ratings from Infomerics Valuation and Rating Pvt. Ltd. as on March 31, 2024 the Rating on Long Term Bank Facility - Fund Based, is "IVR BBB /Stable Outlook", and rating on Long Term/Short Term - Non-Fund Based, "IVRBBB /Stable/IVR A2."

The Company was not identified as a "Large Corporate" for financial year 2023-24 as per the criteria under SEBI Circular No. SEBI/ HO/DDHS/CIR/P/2018/144 dated November 26, 2018.

34. 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 wholly owned subsidiary /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.

35. Material Changes & Commitments Affecting the Financial Position of the Company

On April 2, 2024, the Company discovered the opening of an unauthorized bank account in the name of its wholly-owned subsidiary, GBL Chemical Limited, at State Bank of India (SBI), Backbay Reclamation Branch, Mumbai, with account number 41010899634 ("the fraudulent account"). This account was associated with unauthorized borrowings, where the Company was falsely listed as a co-borrower/ guarantor along with its subsidiary. On the same day, GBL informed SBI via letter that this account had been fraudulently opened and requested an immediate freeze on its operations.

Following this discovery, Mr. Ramakant Pilani, the Chief Executive Officer of the Company who was also a director of GBL Chemical Limited and used to oversee the chemical division operations of the company and the wholly owned subsidiary, submitted his resignation from both positions. The Board of respective companies accepted his resignation on April 2, 2024, to ensure a fair investigation and uphold good governance practices. GBL subsequently informed the stock exchanges of Mr. Ramakant Pilani''s resignation and issued public notices in leading newspapers to inform the public about the fraudulent transactions, which were conducted without the knowledge or authorization of the Company and GBL Chemical Limited.

Upon reviewing the account statements provided by SBI, it was found that all transactions conducted in the fraudulent account, primarily under the name of GBL Chemical Limited, were unauthorized and executed in a fraudulent manner. The preliminary investigation by the Company suggests that Mr. Manish Chaturvedi, in collaboration with Mr. Ramakant Pilani, orchestrated and facilitated these fraudulent transactions. It was further revealed that the signatures of Mr. Ramesh Pilani, Mr. Rishi Pilani, and Mr. Raunak Pilani were forged on the lending documents and other related documents.

In response to these findings, GBL and GBL Chemical Limited have initiated several actions, including: (a) Filing police complaints against the involved parties. Additionally, Mr. Rishi Pilani and Mr. Ramesh Pilani have also filed personal complaints for the forgery of their signatures by Mr. Ramakant Pilani. (b) Initiating legal proceedings to set aside and cancel the documents

executed with the involved parties related to the fraudulent transactions. (c) Issuing a letter to the Chief Vigilance Officer of SBI on April 18, 2024, informing them about the fraudulent account. (d) Registering an FIR (number 103/2024) on May 2, 2024, at Cuffe Parade Police Station in Mumbai against Mr. Ramakant Pilani and other accused individuals. (e) Sending a letter to the Reserve Bank of India on May 13, 2024, requesting an investigation into the fraudulent account opened by SBI. (f) Proposing the appointment of KPMG Assurance and Consulting Services LLP by GBL Chemical Limited to provide an expert witness report on the fraudulent transactions.

Given that these transactions were conducted without valid authorization and without the express consent of the Company''s Board or shareholders, expert legal opinion suggests that neither GBL nor GBL Chemical Limited should be required to fulfill any obligations arising from these fraudulent transactions. Consequently, no financial liability should fall on GBL or GBL Chemical Limited. However, the Company has disclosed the approximate amount of these unauthorized borrowings, totaling '' 450 million, under contingent liabilities.

36. 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.

37. Legal Cases

The Company had filed civil, criminal and arbitration cases against various parties for recovery of dues. During the year, the Company received an Arbitration award in its favor, in the arbitration matter going on with The Oil and Natural Gas Corporation Limited (ONGC).

Some of the parties and suppliers have also filed cases against the Company as briefed in contingent liabilities & Legal cases Note No. 47.

38. Award & Recognition

This year again the Company was awarded for its highest Liquid Cargo Handling (Non-PSU) at JNPT and this is the tenth consecutive year that the company handled highest Liquid Cargo at JNPT under Non-PSU sector.

We are pleased to announce further that material subsidiary of the company M/s Infrastructure Logistic Systems Limited (ILSL) has been recognised as the biggest cargo transporter of the commodity "Edible Oil" through Indian Railways in the financial year 2023-24.

39. 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 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;

2. 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;

3. There is no revision of the financial statements pertaining to previous financial periods during the financial year under review;

4. There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code);

5. There was no instance of one-time settlement with any Bank or Financial Institution during the financial year under review.

40. Acknowledgements and Appreciations

Your directors take this opportunity to place on record their appreciation for the valuable contributions and commitment 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 Pilani

Chairman & Managing Director Mumbai, May 30,2024 (DIN 00901627)

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Mar 31, 2023

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 31^st March, 2023.

1. Financial Results

A summary of the Company''s financial performance during the year ended on 31^st March, 2023 compared to the previous financial year is summarized below:

(Rs. in Million)
	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 31^st 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 31^st 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 31^st 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 31^st 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 34^th AGM of GBL.

GBL Infra Engg Services Private Limited, is wholly owned Subsidiary incorporated on 09^th 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 11^th 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 06^th 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 31^st March, 2023.

8. Transfer to Reserve

For the Financial year 31^st 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 31^st March 2023, there were no deposits lying unpaid or unclaimed.

10. Share Capital

As on 31^st 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 17^th 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 31^st 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 31^st 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 31^st 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 31^st 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 10^th May, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from fiscal year 2023. As on 31^st 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. 30^th 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 30^th 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 35^th 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 21^st April, 2023 to 20^th 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 21^st April, 2023 to 20^th 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 21^st April, 2023 up to 20^th 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, 7^th 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 31^st 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 31^st 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 28^th May, 2022, 4^th August, 2022, 30^th August, 2022, 3^rd November, 2022 and 7^th 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 31^st 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 27^th 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 31^st 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 31^st March, 2023. The Secretarial Audit Report for the financial year ended 31^st March 2023 is annexed as "Annexure-M" 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 31^st 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-ofpocket 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 31^st 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 28^th May, 2022 for conducting the internal audit for financial year 202223. 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 31^st 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 31^st 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 26^th 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.

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Mar 31, 2018

DIRECTORSRs, REPORT

Dear Members

The Board of Directors are pleased to present the Company’s 31^st Annual Report and the Company’s audited financial statements for the financial year ended 31^st 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 1^st April, 2017. Accordingly, results for the year ended 31^stMarch, 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 figures have been restated as per Ind AS to make them comparable.

The Company achieved a total turnover of Rs, 1,691.58 Million 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 Million as against Rs, 127.54 Million 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 Million as against Rs, 148.89 Million for the previous year with an increase of almost 100% YTY (without considering exceptional income).

The Networth of the Company is Rs, 807 Million for the financial year ended on 31^st 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 net worth of the Company was Negative up to the year ended 2017, during the year under review, the net worth 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 31^st 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 31^st 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 18^th 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 DirectorsRs, 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 Company’s 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 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.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 confirming 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 Company’s website 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 been appointed as the Statutory Auditor of the Company for a period of five (5) years from the conclusion of the 27^th Annual General Meeting till the conclusion of the 32^nd 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 Auditor’s 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 31^st 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 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 Audit Report for financial year 2017-18 would be filed 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 arm’s 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 Million 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 31^st 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 Affecting the Financial Position of the Company

There have been no material changes and commitments affecting 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 4^th December, 2015, the Hon’ble High Court of Delhi vide its judgment order W.P(c) 9320/2015, sanctioned the rehabilitation scheme of the Company. The BIFR has been dissolved w.e.f 1^st 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 filled 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, 30^th May, 2018 (DIN 00901627)

---

Mar 31, 2016

The Members,

Ganesh Benzoplast Limited

The Directors have pleasure in presenting their 29th Annual Report on the business and operations of the Company together with the Audited statement of Accounts of the Company for the year ended March 31, 2016.

FINANCIAL RESULTS

(Rs. Millions)

PARTICULARS	2015-16	2014-15
Gross Revenue from Operations	1,239.11	1,273.07
Less:- Excise duty	44.80	50.41
Net Revenue from operation	1,194.31	1,222.66
Other Income	11.78	3.36
Profit /(Loss) before Depreciation, Interest, Taxation and Exceptional items	386.00	234.42
Less: Depreciation	(107.19)	(190.16)
Profit/(Loss) Before Interest, Taxation and Exceptional items	278.81	44.25
Less: Interest	(156.24)	(147.21)
Profit /(Loss) before Exceptional items and Taxation	122.56	(102.96)
Add/(Less):- Exceptional / prior Period income/(Expense	359.05	103.74
Profit /(Loss ) before Taxation after Exceptional Item	481.61	0.79

OPERATION

The total turnover of the Company during the year was Rs.1,194.31 Millions as against Rs. 1,222.66 Millions in previous financial year.

The profit before tax for the year under review is Rs. 122.56 Millions (previous year a loss of Rs. 102.95 Millions) excluding exceptional income.

The net profit during the year recorded to Rs. 481.61 Millions including exceptional income of Rs. 359.05 Millions on account of write back of pending waiver. As against net profit of Rs. 0.79 Millions including exceptional income of Rs. 103.74 Millions, in the previous year.

Basic and diluted Earnings per share (EPS) from normal business operations computed in accordance with the accounting Standard was Rs. 2.37 per shares as against Rs. (1.99) per share for the previous year.

DIVIDEND

With a view to conserve the resources for the Company''s Business operations, your Directors have deemed it prudent not to recommend any dividend for the year ended March 31, 2016. TRANSFER TO RESERVE

For the Financial year March 31, 2016 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.

BUSINESS DEVELOPMENT & EXPANSION

During the year, the Company completed refurbishment of tanks/ tank farm and laying of SS pipeline from the shallow jetty to JNPT terminal, which will handle additional ship loading.

The Company has also expansion opportunities available at Goa and Cochin terminals.

The Company is also getting job contracts or Turnkey contracts for specific projects and presently, the Company is handling job contract at Silvasa.

Under Chemical division, in the coming years the Company will add new products and also concentrate on increasing the capacity utilization of plants and to improve the sale by cost conservation and greater margins.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting 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.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2016 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.

LISTING INFORMATION

The Equity Shares of your Company are listed and actively traded on the Bombay Stock Exchange Limited (BSE).

The Company has entered into new Listing Agreement with BSE Limited, as per the New Listing Regulations, 2015 and in compliance with Regulation 109 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS

Mr. Raunak Pilani (DIN 00932269) will retire by rotation at the ensuing Annual General Meeting and being, eligible, has offered himself for re-appointment.

During the financial year, no changes have been occurred in the Directors of the Company.

KEY MANAGERIAL PERSONNEL

During the year, Mr Ramakant Pilani, was appointed as Chief Executive Officer (CEO) of the Company w.e.f September 26, 2015.

Mr. Rishi Pilani, Chairman & Managing Director, Mr. Ramesh Pilani, Chief Financial Officer and Ms. Ekta Dhanda, Company Secretary continued to function as Key Managerial Personnel of the Company during the year under review.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013, from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 in respect of their position as an “Independent Director” of Company.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, Seven (7) 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 Listing Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations, 2015. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations, 2015. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to 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.

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.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Statutory Committees. The performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

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 related party transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the Rules made there under and the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchange). There were no materially significant Related Party Transactions made by the Company during the year. All Related Party Transactions are placed before the Audit Committee and also the Board for approval.

A statement of all related party transactions is placed before the Audit Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Company has adopted a Related Party Transactions Policy.

Details of transactions with Related Parties are given in the Notes to the Financial Statements in accordance with the Accounting Standards. There were no transactions during the year which would require, to be reported in Form AOC 2.

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. The Audit Committee of the Company oversees the Vigil Mechanism.

AUDITORS & AUDITORS'' REPORT

M/s Samria & Co., Chartered Accountants,(Registration No. 109043W) have been appointed as the Statutory Auditors of the Company for a period of five (5) years from the conclusion of the 27th Annual General Meeting till the conclusion of the 32nd Annual General Meeting. The Board now recommends the appointment of M/s Samria & Co. for ratification by the members at the Annual General Meeting for the Financial Year 2016-17.

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

During the year under review, M/s VKM & Associates, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31, 2016.

The Secretarial Audit Report which forms a part of the Annual Report is self-explanatory and requires no further comments.

COST AUDITORS & 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 auditors of the Company for the financial year 2016-17 at a fee of Rs. 1.50 lacs (Rupees One Lac Fifty Thousand only) plus applicable taxes and 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 audit report for Financial year 2015-16 would be filed with the Central Government within prescribed timelines.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134 (3)(m)of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 2014 relating to the foregoing Matters is given in the Annexure-I to the Director''s Report.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

The information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-II to the Director''s Report.

Since there is no employee receiving remuneration of Rs. 60 lacs or more, or employed for part of the year and in receipt of Rs. 5 lacs or more a month, there is no information requires to be given under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 said Committee has been entrusted with the responsibility and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

During the year under review, the Company did not undertake any initiative for CSR activities, as the Company is under BIFR and rehabilitation period of seven years, as mentioned under the sanctioned scheme on December 4, 2015. However, the Company is under process of seeking approval of BIFR for the same and has not made any provision for CSR.

DISCLOUSRE 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 there were no complaints referred to the ICC.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel & Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in the Listing Regulations, 2015.

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 -III and forms an integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

AWARDS & RECOGINITION

Your Company has awarded for three consecutive years an award for handling highest Liquid Cargo at 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.

BIFR STATUS

In earlier years, net worth of the Company had been fully eroded, as a result Company had approached to the Board for Industrial & Financial Restructuring (BIFR) for protection provided under the Sick Industrial Company''s (Special Provisions) Act, 1985 and the Company was declared as sick unit vide order of BIFR passed in May, 2010 vide reference no.42/2009 wherein the board has appointed IDBI as Operating Agency (OA) which has submitted the revival scheme to BIFR.

In April''2013 Draft rehabilitation scheme (DRS) was circulated to public for suggestion and objections. As per the directions of

BIFR, in December, 2014 Operating Agency (OA) submitted the revised final DRS incorporating some of the changes suggested by BIFR for its sanction.

Due to non-functioning of BIFR bench for longer time, Company approached to Delhi High court for sanctioning the scheme. On December 4, 2015 the Hon''ble High Court of Delhi has passed a judgment vide order No. W.P ( C) 9320/2015 for sanctioning the Draft Rehabilitation Scheme (DRS) of the Company filed in BIFR. The Company is under implementation phase of the sanctioned scheme.

LEGAL CASES

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 defaulting parties. Some of the parties and suppliers have also filled cases against the Company as briefed in the contingent liabilities.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the 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.

On Behalf of the Board

For Ganesh Benzoplast Limited

Place: Mumbai Rishi Pilani

Date: May 30, 2016 Chairman & Managing Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company together with the Audited statement of Accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS

(Rs. Millions)

PARTICULARS 2014-15 2013-14

Gross Revenue from Operations 1273.07 1,194.95

Less:- Excise duty 50.41 41.14

Net Revenue from operation 1,222.66 1,153.82

Other Income 3.36 30.31

Profit /(Loss) before Depreciation, Interest, Taxation and Exceptional 234.42 392.61 items

Less: Depreciation (190.16) (186.61)

Profit/(Loss) Before Interest, Taxation and Exceptional items 44.25 206.01

Less: Interest (147.21) (135.17)

Profit /(Loss) before Exceptional items and Taxation (102.96) 70.83

Add/(Less):- Exceptional / prior Period income/(Expense) 103.74 (69.55)

Profit /(Loss ) before Taxation after Exceptional Item 0.79 1.28



OPERATIONAL REVIEW

The Gross revenue from Operations was Rs. 1273.07 Millions for the year under review as against Rs. 1194.95 Millions for the previous year.

The operations for the year resulted in to a net profit of Rs. 0.79 Millions as against net profit of Rs. 1.28 Millions in the previous year.

During the year, Company earned net cash profit of Rs. 163.35 Millions.

DIVIDEND

In view of insufficient profit earned during the year under review, your Directors do not recommend any dividend during the year under review.

FUTURE OUTLOOK

The oil, gas and chemical logistics business continues to show good potential as India's consumption of petroleum, LPG and chemicals increases. The Company is poised to take advantage of these growth opportunities by setting up additional capacities of liquid and oil terminals at various ports with intermodal transport connectivity.

The Company is in process of refurbishment of tanks/ tank farm, connecting to new jetties and laying a pipeline from the shallow jetty at JNPT

Under Chemical division also the Company is taking various steps to improve the sales along with cost conservation measures to improve profitability.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting 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.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2015 was Rs. 51.78 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

BOARD OF DIRECTORS AND ITS MEETINGS

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of executive and independent Directors including one woman Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the Stakeholders.

One meeting of the Board of Directors is held in each quarter. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of the Company.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the listing Agreement.

DECLARATION OF INDEPENDENT DIRECTORS

All independent Directors have declared and affirmed their compliance with the independence criteria as mentioned in Section 149(6) of the Companies Act, 2013 and Clause 49 of the listing agreement in respect of their position as an Independent Director of the Company.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMPs) APPOINTMENT OR RESIGNATION

During the year under review, following changes occurred in the position of Directors/ KMPs of the Company:

* Ms. Jagruti Gaikwad (DIN 07177542) was appointed as an additional Woman Director in the capacity of Independent Director of the Company w.e.f. March 31, 2015 pursuant to the provisions of Section 149(1) of the Companies Act, 2013 and listing agreement.

* Mr. Nalinakshan Kolangaradath (00006570) resigned as Independent Director of the Company on February 12, 2015 and re-appointed as Additional Director in the capacity of Independent Director of the Company w.e.f. February 13, 2015. This was done to comply the procedure as per the MCA guidelines for surrender of duplicate DIN (DIN 00114069) of Mr. Nalinakshan, which he was obtained in 2007, at the time of his appointment in GBL, by mistake.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Jagruti Gaikwad (DIN 07177542) holds office upto the ensuing Annual General Meeting. The Company has received a notice along with the requisite deposit from a member of the Company proposing the candidature of Ms. Jagruti Gaikwad for the appointment as Independent Director of the Company not liable to retire by rotation. Necessary resolution is being proposed in the notice of the ensuing Annual General Meeting for the approval of the members for appointment of Ms. Jagruti Gaikwad as an independent director of the Company for a term of 5 consecutive years with effect from March 31, 2015 pursuant to Section 149 of the Companies Act, 2013.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Nalinakshan (00006570) holds office upto the ensuing annual general meeting. The Company has received a notice along with the requisite deposit from a member of the Company proposing the candidature of Mr. Nalinakshan for the appointment as Independent Director of the Company not liable to retire by rotation. Necessary resolution is being proposed in the notice of the ensuing Annual General Meeting for the approval of the members for appointment of Mr. Nalinakshan as an independent Director of the Company for a term of 5 consecutive years with effect from February 13, 2015 pursuant to section 149 of the Companies Act, 2013.

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rishi Pilani (DIN 00901627), shall retire by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

* Mr Ramesh Pilani (DIN 00901506) resigned as the Chief Executive Officer (CEO) of the Company and re-designated and appointed as Chief Financial Officer (CFO) of the Company w.e.f. May 30, 2015.

* Company has appointed Ms. Ekta Dhanda as Company Secretary and Compliance officer as per Section 203 of the Companies Act, 2013 and listing agreement w.e.f March 16, 2015.

A brief profile of the above-named Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting of the Company has been provided in the notice of the Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part the Board's Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to 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 inaccordance 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.

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.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, it's Committees, the Chairman and the individual Directors was carried out for the year 2014-15 led by the Nomination & Remuneration Committee.

As part of the evaluation process, the performance of non- independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non- independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

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. The Remuneration Policy is stated in the Corporate Governance Report.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans and investments by the Company to other body corporate or persons are given in notes to the financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and as such provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. As required under Clause 49 of the Listing Agreement, the Company has formulated a policy on dealing with Related Party Transactions. Details of related party transactions are given in the Annexure to notes to financial statements.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place,in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a whistle blower policy, to support the Code of conduct of the Company. This policy documents the Company's commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company's Code of conduct at a significantly senior level without fear of intimidation or retaliation.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITORS & AUDITORS' REPORT

M/s. Samria & Co, Chartered Accountants (Registration number 109043W), were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 27th Annual General Meeting (AGM) held on September 30, 2014 until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2019 (subject to ratification of their appointment by the members at every AGM held after the AGM held on September 30, 2014.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. Samria & Co, Chartered Accountants to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

Members are requested to ratify the appointment of the Statutory Auditor as aforesaid and fix their remuneration.

DIRECTORS' RESPONSE ON QUALIFICATION MENTIONED IN AUDIT REPORT

In preceding years, Company has granted some of the business advances to the associate Companies without passing special resolutions. The Company will take necessary steps to ensure that outstanding recoverable payments will be recovered as soon as possible and accordingly, a special resolution seeking shareholders' approval is included, as Postal ballot resolution, in the ensuing Annual General Meeting.

SECRETARIAL AUDIT

During the year under review, M/s VKM & Associates, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31,2015. 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 auditors of the Company for the financial year 2015-16 at a fee of ' 1.35 lacs (Rupees One Lac Thirty Five Thousand only) plus applicable taxes and 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 & Associates, Cost Accountants,is included in the Notice convening the Annual General Meeting.

The Cost audit report for financial year 2014-15 would be filed with the Central Government within prescribed timeline.

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 II and forms an integral part of this Report.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. The Company regards its employees as great asset.

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Return.

For the particulars of employees as required to be disclosed in the Directors' Report in accordance with the Provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Directors state that the Company does not have any employee, who

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than 60,00,000/- rupees per annum;

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than 5,00,000/- rupees per month;

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

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, the Company formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) during the year under review. An internal Complaint committee has been set up to redress complaints received regarding sexual harassment. All woman employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review there were no complaints received by the Company related to sexual harassment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134 (3)(m)of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 2014 relating to the foregoing Matters is given in the Annexure I forming part of this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate internal control system, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function outsourced to V K BAHETI & Co., Chartered Accountants as of current is well defined in the engagement letter of the Internal Auditor duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of Statement of Operations Procedure, instruction manuals, accounting policy and procedures.

CASH FLOW STATEMENT

In conformity with the provision of Clause 32 of the Listing Agreement the cash flow statement for the year ended March 31, 2015 is annexed hereto.

AWARDS & RECOGNITION

Your Company has awarded for the third consecutive year an award for handling the highest quantity of Liquid Cargo (Non- PSU) at Jawaharlal Nehru (JN) port.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future.

REFERENCE TO BIFR

In earlier years net worth of the Company had been fully eroded, as a result Company had approached to the Board for Industrial & Financial Restructuring (BIFR) for protection provided under The Sick Industrial Company's (Special Provisions) Act,1985 and the Company was declared as sick unit vide order of BIFR passed in May, 2010 vide reference no.42/2009 wherein the board has appointed IDBI Operating Agency (OA) which has submitted the revival scheme to BIFR.

In April, 2013 Draft rehabilitation scheme (DRS) was circulated to public for suggestion and objections. As per the directions of BIFR, in December, 2014 Operating Agency (OA) submitted the revised final DRS incorporating some of the changes suggested by BIFR for its sanction, and very soon BIFR will sanction the said DRS.

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 filled cases against the Company as briefed in contingent liabilities.

ACKNOWLEDGEMENTS

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board,

Place: Mumbai Rishi Pilani Date: August 14, 2015 Chairman & Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS (Rs.In Millions) (Rs.In Millions) 2013-14 2012-13

Gross Revenue from Operations 1,194.95 1,228.21

Less:- Excise duty 41.14 44.32

Net Revenue from operation 1,153.82 1,183.89

Other Income 30.31 22.74

Profit /(Loss) before Depreciation 392.61 420.18

Interest, Taxation and Exceptional

items

Less: Depreciation (186.61) (180.93)

Profit/(Loss) Before Interest, Taxation 206.01 239.25

and Exceptional items

Less: Interest (135.17) (142.85)

Profit /(Loss) before Exceptional 70.83 96.40

items and Taxation

Add/(Less):- Exceptional / prior (69.55) (9.12)

Period income/(Expense)

Profit /(Loss ) before Taxation after 1.28 87.28

Exceptional Item

The Gross revenue from Operations was Rs. 1194.95 Millions for the year under review as against Rs. 1228.21 Millions for the previous year. The operations for the year resulted in to a net profit of Rs. 1.28 Millions as against net profit of Rs. 87.28 Millions in the previous year.

DIVIDEND

In view of the insufficiency of profit during the year under review, your directors do not recommend any dividend.

CAPITAL EXPENDITURE:

In Infrastructure Division, the Company was in the process of up gradation of Storage Tanks at Goa, Cochin and JNPT. Company has also incurred a major capital expenditure at chemical plant. This capital expenditure will increase the production capacity as well as efficiency at plant level.

FUTURE OUTLOOK :

Performance of the company is improving over the past years and directors are hopeful for better performance in the current year. The Liquid Storage Terminal (LST) division is running at Satisfactory level, also chemical division is showing better capacity utilization compared to previous financial year. The company is vigorously pursuing various steps to improve sales, coupled with cost conservation measures to improve profitability in coming years.

INCOME TAX ASSESSMENTS :

The company''s Income tax assessment has been completed up to the A.Y.2011-12 and assessment for the A.Y.2012-13 is under process

PERSONNEL AND OTHER INFORMATION :

Employee relations remained harmonious during the year and your board would like to place on record sincere appreciation for sustained efforts and valued contribution towards growth initiative made by all the employees of company. For the particulars of employees as required to be disclosed in the Directors Report in accordance with the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended from time to time, the directors state that the company does not have any employee,

(i) Who was in receipt of remuneration exceeding Rs. 60,00,000/- p.a. in the aggregate;

OR

(ii) Who if employed for part of the year was in receipt of remuneration for any part of that year at a rate which in the aggregate was not more than Rs. 5,00,000/- p.m.;

OR

(iii) Who was in receipt of a remuneration higher than that of the Managing Director, whole time Director or Manager and was holding more than 2% of the equity shares of the Company and hence the statements required under section 217 (2A) (a) is not annexed. However, in terms of Section 136 ( 1 ) of the Companies Act, 2013, statements under said section the Directors'' Report and Accounts are being sent to all the members of the company excluding the Statement of Particulars of Employees.

There was a fire accident at the Chemical Manufacturing Units of the company on 30.4.2013. Claim has been lodged with insurance company and the same is being pursued.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors ) Rules, 1988 are annexed hereto as Annexure to the Director Report "A".

REPORT ON CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreements, a report on Corporate Governance is appended along with a certificate of compliance from the Practicing Company Secretary, with Management Discussion and Analysis Statement.

AUDITORS :

M/s Samria & Co., Chartered Accountants, Mumbai Firm Registration No.: 109043W are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the Thirty Second Annual General Meeting of the company held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the company has obtained a written consent from M/s. Samria & Co., Chartered Accountants, to such appointment and also a Certificate to the effect that their appointment, if made, would be in accordance with Section 139 ( 1 ) of the Companies Act, 2013 and rules made thereunder as may be applicable.

AUDITORS REPORT :

The detailed explanations on Auditor''s qualification in Audit Report are annexed hereto in Annexure to the Director Report "D".

CASH FLOW STATEMENT :

In conformity with the provision of Clause 32 of the Listing Agreement(s) the cash flow statement for the year ended 31st March 2014 is annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under section 217 (2AA) of the Companies Act, 1956 based on the representations received from the Operations Management, the Directors state that:

(I) While preparing annual accounts, the applicable accounting standards have been followed and there are no material departures ;

(II) The accounting policies as mentioned in Note No.2.1of the Notes to Accounts have been selected and applied consistently, and judgments and estimates have been made that are 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 and loss for the period, ended on that date ;

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

(IV) The annual accounts have been prepared on a going concern basis.

REFERENCE TO BIFR

In earlier years net worth of the company had been fully eroded, as a result company had approached to the Board for Industrial & Financial Restructuring (BIFR) for protection provided under The Sick Industrial Company''s (Special Provisions) Act, 1985 and the company was declared as sick unit vide order of BIFR passed in May, 2010 vide reference no.42/2009 wherein the board has appointed IDBI as Operating Agency which has submitted the revival scheme to BIFR. In April 2013 Draft rehabilitation scheme (DRS) was circulated to public for suggestion and objections and said DRS is under consideration.

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 filed cases against the Company as briefed in contingent liabilities.

APPRECIATION :

The Board hereby records its sincere appreciation for the wholehearted support and contributions made by all its employees, workmen, staffs and officers at all levels across the Company, as well as the various Financial Institutions, Banks, Distributors, Suppliers and other business associates towards the conduct of the operations of your Company.

For and on behalf of the Board, Place: Mumbai Rishi Pilani Date: 30th May, 2014 Chairman & Managing Director

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended March 31,2013.

FINANCIAL RESULTS

(Rs. In Millions)

2012-13 2011-2012

Gross Revenue from Operations 1,228.21 1,064.11

Less:- Excise duty 44.32 43.36

Net Revenue from operation 1,183.89 1,020.75

Other Income 22.74 15.09

Profit /(Loss) before

Depreciation, Interest, Taxation

and Exceptional items 420.18 347.82

Less: Depreciation (180.93) (174.75)

Profit/(Loss) Before Interest,

Taxation and Exceptional items 239.25 173.07

Less: Interest (142.85) (154.10)

Profit /(Loss) before Exceptional

items and Taxation 96.40 18.97

Add/(Less) Exceptional / prior

Period income/(Expense) (9.12) (7.16)

Profit /(Loss ) before Taxation

after Exceptional Item 87.28 11.80



The Gross revenue from Operations was Rs. 1228.21 Millions for the year under review as against Rs. 1064.11 Millions for the previous year.

The operations for the year resulted in to a net profit of Rs. 87.28 Millions as against net profit of Rs. 11.80 Millions in the previous year.

DIVIDEND

In view of the insufficient distributable profit during the year under review, your directors do not recommend any dividend.

CAPITAL EXPENDITURE:

In Liquid Storage Terminal (LST) Division, the Company was in the process of up gradation of Storage tanks at Goa, Cochin and JNPT. Company has also incurred a major capital expenditure at chemical plant by way of replacing very old and fully depreciated steel with new one. This capital expenditure will increase the production capacity as well as efficiency at plant level.

FUTURE OUTLOOK:

Performance of the company is improving over the past years and directors are hopeful for better performance in the current year. The Liquid Storage Terminal (LST) division is running at Satisfactory level, also chemical division is showing better capacity utilization compared to previous financial year. The company is vigorously pursuing various steps to improve sales, coupled with cost conservation measures to improve profitability in coming years.

INCOME TAX ASSESSMENTS:

The company''s Income tax assessment has been completed uptotheA.Y.2010-11 and assessment for the A.Y.2011-12 is under process.

PERSONNEL AND OTHER INFORMATION:

Employee relations remained harmonious during the year and your board would like to place on record sincere appreciation for sustained efforts and valued contribution towards growth initiative made by all the employees of company. For the particulars of employees as required to be disclosed in the Directors Report in accordance with the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended from time to time, the directors state that the company does not have any employee,

(i) Who was in receipt of remuneration exceeding Rs.60,00,000/- p.a. in the aggregate;

OR

(ii) Who if employed for part of the year was in receipt of remuneration for any part of that year at a rate which in the aggregate was not more than Rs. 5,00,000/- p.m.;

OR

(iii) Who was in receipt of a remuneration higher than that of the Managing Director, whole time Director or Manager and was holding more than 2% of the equity shares of the Company and hence the statements required under section 217 (2A) (a) is not annexed.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements, a report on Corporate Governance is appended along with a certificate of compliance from the Practicing Company Secretary, with Management Discussion and Analysis Statement.

AUDITORS:

M/s Samaria & Co., Chartered Accountants, Mumbai being appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. Samaria & Co., Chartered Accountants have also expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of said Act.

Pursuant to the directives of the Central Government and in compliance with the provisions of Section 233 B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct the cost audit relating to the Chemicals manufactured by the Company.

CASH FLOW STATEMENT:

In conformity with the provision of Clause 32 of the Listing Agreement(s) the cash flow statement for the year ended 31st March 2013 is annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 based on the representations received from the Operations Management, the Directors state that:

(I) While preparing annual accounts, the applicable accounting standards have been followed and there are no material departures;

(II) The accounting policies as mentioned in Note No.2.1of the Notes to Accounts have been selected and applied consistently, and judgments and estimates have been made that are 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 and loss for the period, ended on that date;

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) The annual accounts have been prepared on a going concern basis.

REFERENCE TO BIFR

In earlier years net worth of the company had been fully eroded, as a result company had approached to the Board for Industrial & Financial Restructuring (BIFR) for protection provided under The Sick Industrial Company''s (Special Provisions) Act, 1985 and the company was declared as sick unit vide order of BIFR passed in May, 2010 vide reference no.42/2009 wherein the board has appointed IDBI as Operating Agency which has submitted the revival scheme to BIFR.

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 filed cases against the Company as briefed in note no. 27 of the note to the accounts in contingent liabilities.

APPRECIATION

The Board hereby records its sincere appreciation for the wholehearted support and contributions made by all its employees, workmen, staffs and officers at all levels across the Company, as well as the various Financial Institutions, Banks, Distributors, Suppliers and other business associates towards the conduct of the operations of your Company.



For and on behalf of the Board,

RISHI PILANI

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai

Date: 30th May 2013

---

Mar 31, 2012

To The Members,

The Directors have pleasure in presenting the Twenty fifth Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in Millions)

2011-12 2010-11

Gross Revenue from Operations 1064.11 995.04

Less:- Excise duty 43.36 35.66

Net Revenue from operation 1020.75 959.38

Other Income 15.09 5.41

Profit /(Loss) before Depreciation, 347.82 308.81 Interest, Taxation and Exceptional items

Less: Depreciation (174.75) (176.74)

Profit/(Loss) Before Interest, 173.07 132.07 Taxation and Exceptional items

Less: Interest (154.10) (135.75)

Profit/(Loss) before Exceptional 18.97 (3.68) items and Taxation .

Add/(Less): Excep./prior Period (7.16) 4.71 Income/(Exp)

Profit / (Loss) before Taxation after 11.80 1.03 Exceptional Item

The Gross revenue from Operations was Rs.1064.11 Millions for the year under review as against Rs.995.04 Millions for the previous year.

The operations for the year resulted in to a net profit of Rs.11.80 Millions as against net profit of Rs.1.03 Millions in the previous year.

DIVIDEND

In view of the insufficient distributable profit during the year under review, your directors do not recommend any dividend.

CAPITAL EXPENDITURE:

In LST division, the company was, in the process of up gradation of storage tanks at Goa, Cochin and JNPT. Company has also incurred a major capital expenditure at chemical plant by way of replacing very old and fully depreciated steel machineries with new one. This capital expenditure will increase the production capacity as well as efficiency at plant level.

FUTURE OUTLOOK:

Performance of the company is improving over the past years and directors are hopeful for better performance in the current year. The Liquid Storage Terminal (LST) division is running at satisfactory level, also chemical division is showing better capacity utilization compared to previous financial year. The company is vigorously pursuing various steps to improve sales, coupled with cost conservation measures to improve profitability in coming years.

Income Tax Assessments:

The company''s Income tax assessment has been completed up to the A.Y.2009-10 and assessment for the A.Y.2010-11 is under process.

PERSONNEL AND OTHER INFORMATION:

Employee relations remained harmonious during the year and your board would, like to place on record sincere appreciation for sustained efforts and valued contribution towards growth initiative made by all the employees of company. For the particulars of employees as required to be disclosed in the Directors Report in accordance with the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended from time to time, the directors state that the company does not have any employee,

(i) who was in receipt of remuneration exceeding Rs.60,00,000/- p.a. in the aggregate;

OR

(ii) who if employed for part of the year was in receipt of remuneration for any part of that year at a rate which in the aggregate was not more than Rs. 5,00,000/- per month;

OR

(iii) who was in receipt of a remuneration higher than that of the Managing Director, whole time Director or Manager and was holding more than 2% of the equity shares of the Company and hence the statements required under section 217 (2A) (a) is not annexed.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements, a report on Corporate Governance is appended along with a certificate of compliance from the Practicing Company Secretary, with Management Discussion and Analysis Statement.

AUDITORS:

M/s. Samria & Co., Chartered Accountants, Mumbai, being appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. Samria & Co., Chartered Accountants have also expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Pursuant to the directives of the Central Government and in compliance with the provisions of Section 233 B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct the cost audit relating to the Chemicals manufactured by the Company.

CASH FLOW STATEMENT:

In conformity with the provision of Clause 32 of the Listing Agreement(s) the cash flow statement for the year ended 31st March 2012 is annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217{2AA) of the Companies Act, 1956 based on the representations received from the Operations Management, the Directors state that:

(I) While preparing annual accounts, the applicable accounting standards have been followed and there are no material departures;

(II) The accounting policies as mentioned in Note No.2.1 of the Notes to Accounts have been selected and applied consistently, and judgments and estimates have been made that are 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 and loss for the period, ended on that date;

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, -J956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) The annual accounts have been prepared on a going concern basis.

REFERENCE TO BIFR

In earlier years net worth of the company had been fully eroded, as a result company had approached to the Board for Industrial & Financial Restructuring (BIFR) for protection provided under The Sick Industrial Company''s (Special Provisions) Act, 1985 and the company was declared as sick unit vide order of BIFR passed in May, 2010 vide reference no 42/2009 wherein the board has appointed IDBI as Operating Agency which has submitted the revival scheme to BIFR.

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 filed cases against the Company as briefed in contingent liabilities.

APPRECIATION

The Board hereby records its sincere appreciation for the wholehearted support and contributions made by all its employees, workmen, staffs and officers at all levels across the Company, as well as the various Financial Institutions, Banks, Distributors, Suppliers another business associates'' towards the conduct of the operations of your Company.

RISHI PILANI

CHAIRMAN & MANAGING DIRECTOR

Date : November 29, 2012

Place : Mumbai

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Mar 31, 2011

The Directors have pleasure in presenting the Twenty fourth Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

(Rs.In Millions)

2010-11 2009-2010

Gross Revenue from Operations 995.04 731.28

Less:- Excise duty 35.66 16.79

Net Revenue from operation 959.38 714.49

Other Income 5.41 8.04

Profit /(Loss) before Depreciation,

Interest, Taxation and Exceptional items 308.81 224.60

Less: Depreciation (176.74) (173.31)

Profit/(Loss) Before Interest, Taxation

and Exceptional items 132.07 51.29

Less: Interest (135.75) (164.72)

Profit /(Loss) before Exceptional items and Taxation (3.68) (113.43)

Add : Exceptional items (Profit on OTS) 7.99 10.42

Profit / (Loss) before Taxation after

Exceptional Item 4.31 (103.00)

Add/(Less):- Prior period income/

(Expense) (3.28) (3.57)

Less : Provision for Taxation - -

Profit / (Loss) for the year 1.03 (106.57)

Brought forward Losses of earlier years (2340.92) (2234.35)

Total accumulated loss (2339.89) (2340.92)

Appropriations:- General Reserve credit 527.57 NIL

balance netted off against debit balance of P/L A/c.

Balance carried forward to Balance Sheet (1812.32) (2340.92) as debit balance of Profit & loss account.

The Gross revenue from Operations was Rs.995.04 Millions for the year under review as against Rs.731.28 Millions for the previous year.

The operations for the year resulted in to a net Profit of Rs.1.03 Millions as against net loss of Rs.106.57 Millions in the previous year.

DIVIDEND

Due to in inadequacy of Profit during the during the year under review, your directors do not recommend any dividend.

CAPITAL EXPENDITURE:

Company has also incurred a major capital expenditure at chemical plant by way of replacing very old and fully depreciated steel with new one. This capital expenditure will increase the production capacity as well as efficiency at plant level.

FUTURE OUTLOOK:

Performance of the company is improving over the past years and directors are hopeful for better performance in the current year. The infrastructure division is running at almost optimum level, also chemical division is showing satisfactory capacity utilization compared to previous financial year. The company is vigorously pursuing various steps to improve sales, coupled with cost conservation measures to improve Profitability in coming years.

Income Tax Assessments:

The company's Income tax assessment has been completed up to the A.Y.2008-09 and assessment for the A.Y.2009-10 is going on.

PERSONNEL AND OTHER INFORMATION:

Employee relations remained harmonious during the year and your board would like to place on record sincere appreciation for sustained efforts and valued contribution towards growth initiative made by all the employees of company. For the particulars of employees as required to be disclosed in the Directors Report in accordance with the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended from time to time, the directors state that the company does not have any employee,

(i) who was in receipt of remuneration exceeding

Rs.60,00,000/- p.a. in the aggregate;

OR

(ii) who if employed for part of the year was in receipt

of remuneration for any part of that year at a rate which in the aggregate was not more than Rs. 5,00,000/- per month;

OR (iii) who was in receipt of a remuneration higher than

that of the Managing Director, whole time Director or Manager and was holding more than 2% of the equity shares of the Company and hence the statements required under section 217 (2A) (a) is not annexed.

ENERGY CONSERVATION, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto.

DIRECTORS:

Shri Rishi Pilani, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers for their re-appointment.

Shri Nalinakshan K., Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers for their re-appointment.

REPORT ON CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements, a report on Corporate Governance is appended along with a certificate of compliance from the Practicing Company Secretary, with Management Discussion and Analysis Statement.

AUDITORS:

S. R. Batliboi and company, Chartered Accountants, Mum- bai, being appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. S. R. Batliboi and company, Chartered Accountants have also expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Pursuant to the directives of the Central Government and in compliance with the provisions of Section 233 B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct the cost audit relating to the Chemicals manufactured by the Company.

CASH FLOW STATEMENT:

In conformity with the provision of Clause 32 of the Listing Agreement(s) the cash flow statement for the year ended 31st March 2011 is annexed hereto.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 based on the representations received from the Operations Management, the Directors state that:

(I) While preparing annual accounts, the applicable accounting standards have been followed and there are no material departures;

(II) The accounting policies as mentioned in Note 1 (a) of the Notes to Accounts have been selected and applied consistently, and judgments and estimates have been made that are 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 and loss for the period, ended on that date;

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Com- pany and for preventing and detecting fraud and other irregularities;

(IV) The annual accounts have been prepared on a going concern basis.

REFERENCE TO BIFR

In earlier years net worth of the company had been fully eroded, as a result company had approached to the Board for Industrial & Financial Restructuring (BIFR) for protection provided under The Sick Industrial Company's (Special Provisions) Act, 1985. BIFR declared the company as sick unit in the meeting held on 6th May, 2010 & appointed IDBI as operating agency to prepare a revival scheme for the Company.

Preferential allotment of shares: During the year company has issued fresh shares at a premium to certain lenders and promoters against cancellation of their loans.

LEGAL CASES: Company had fled 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.

APPRECIATION

The Board hereby records its sincere appreciation for the wholehearted support and contributions made by all its employees, workmen, staffs and officers at all levels across the Company, as well as the various Financial Institutions, Banks, Distributors, Suppliers and other business associates towards the conduct of the operations of your Company.

For and on behalf of the Board,

RISHI PILANI

Place : Mumbai CHAIRMAN

Date : September 05, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

(Rs. in millions)

2009-2010 2008-2009

Gross Revenue from Operations 731.28 402.81

Less:- Excise duty 16.79 10.09

Net Revenue from operation 714.49 392.71

Other Income 8.04 9.85

Profit /(Loss) before Depreciation, 224.60 (88.24)

Interest, Taxation and Exceptional items

Less: Depreciation (173.31) (224.97)

Profit/(Loss) Before Interest, 51.29 (313.21)

Taxation and Exceptional items

Less: Interest (164.72) (68.01)

Profit /(Loss) before Exceptional items (113.43) (381.22) and Taxation

Add: Exceptional items 10.42 685.50

Profit / (Loss) before Taxation after (103.00) 304.28 Exceptional Item

Add/(Less):- Prior period income/(Expense) (3.57) (284.92)

Less: Provision for Taxation (earlier period) - (11.84)

Cess: Fringe Benefit Tax - (0.50)

Profit / (Loss) for the year (106.57) 7.02

Brought forward Losses of earlier years (2234.35) (2241.37)

Total accumulated losses (2340.92) (2234.35)

Appropriations: NIL NIL

Balance carried forward to Balance (2340.92) (2234.35)

Sheet as debit balance of profit & loss account.

The Gross revenue from Operations was Rs.731.28Millions for the year under review as against Rs.402.81 Millions for the previous year. The Division wise Gross operational revenue is as follows:

(Rs. in millions)

Division For the year For the year % Increase/ ended ended (Decrease) 31.03.2010 31.03.2009

Chemical 288.46 135.06 114

Infrastructure 442.82 267.75 65

Total 731.28 402.81 82

The operations for the year resulted in a net loss of

Rs.106.57 Millions as against net profit of Rs.7.02

Millions in the previous year.

DIVIDEND:

In view of the loss incurred during the year under review, your directors do not recommend any dividend.

MAJOR REASONS FOR LOSS:

There are following reasons:

(I) Unavailability of working capital and import of finished goods in large quantity affected the production of chemical division drastically. Average capacity utilisation during the year was at 30% only.

(II) Provision for Bad and Doubtful debts of Rs.43.32 millions.

CAPITAL EXPENDITURE:

In infrastructure division, the company was in the process of up gradation of storage tanks at Goa, Cochin and JNPT. Company has also incurred capital expenditure at chemical factory. FUTURE OUTLOOK:

Your directors are hopeful for better performance in the current year. The infrastructure division is showing better occupancy, also chemical division is showing better capacity utilization in comparision to previous financial year. The company is vigorously pursuing various steps to improve sales, coupled with cost conservation measures to improve profitability in coming years and as a result of above in first two quarters of Financial year 2010-11, Company has earned Net Profit after tax, as against net loss in previous years. Income Tax Assessements:

The companys Income tax assessement has been completed up to the A.Y.2008-09. PERSONNEL AND OTHER INFORMATION: Employee relations remained harmonious during the year and your board would like to place on record sincere appreciation for sustained efforts and valued contribution towards growth initiative made by all the employees of company. For the particulars of employees as required to be disclosed in the Directors Report in accordance with the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended from time to time, the directors state that the company does not have any employee, (i) who was in receipt of remuneration exceeding

Rs.24,00,000/- p.a. in the aggregate; OR (ii) who if employed for part of the year was in receipt of remuneration for any part of that year at a rate which in the aggregate was not more than Rs. 2,00,000/- per month;

OR

(iii) who was in receipt of a remuneration higher than that of the Managing Director, whole time Director or Manager and was holding more than 2% of the equity shares of the Company and hence the statements required under seotion 217 (2A) (a) is not annexed.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto.

DIRECTORS:

Shri Gyan Chordia and Raunak Pilani, Directors retires by rotation at the ensuing Annual General Meeting and being eligible, offers for re-appointment. REPORT ON CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements, a report on Corporate Governance is appended along with a certificate of compliance from the Priyanka K. Somani, Practicing Company Secretary with Management Discussion and Analysis Statement.

AUDITORS:

M/s. S. R. Batliboi and company, Chartered Accountants, Mumbai, being appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. S. R. Batliboi and company, Chartered Accountants have also expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Pursuant to the directives of the Central Government and in compliance with the provisions of Section 233 B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct the cost audit relating to the Chemicals manufactured by the Company.

CASH FLOW STATEMENT:

In conformity with the provision of Clause 32 of the Listing Agreement(s) the cash flow statement for the year ended 31st March 2010 is annexed hereto.

DIRECTORS" RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 based on the representations received from the Operations Management, the Directors state that:

(I) While preparing annual accounts, the applicable accounting standards have been followed and there are no material departures;

(II) The accounting policies as mentioned in Note 1 (a) of the Notes to Accounts have been selected and applied consistently, and judgments and estimates have been made that are 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 and loss for the period, ended on that date;

(III) Proper and sufficient care has. been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV)The annual accounts have been prepared on a going concern basis.

(V) The observation of the auditors in their report to the members have been adequately dealt with in the relevant Notes to the Accounts.

REFERENCE TO BIFR

In earlier years net worth of the company had been fully eroded, as a result company had approached to the Board for Industrial & Financial Restructuring (BIFR) for protection provided under The Sick Industrial Companys (Special Provisions) Act, 1985. BIFR had received & registered our reference as case no. 42/2009. Subsequent to the year end the Company has been declared as Sick Industrial Undertaking by Board for Industrial and Financial Reconstruction (BIFR), wherein the board has appointed Operating Agency to prepare a revival scheme for the Company.

Preferential allotment of shares;- During the year company has issued fresh shares at a premium to certain lenders and promoters against cancellation of their loans.

LEGAL CASES : Company had filed civil and criminal cases against various parties for recovery of dues. As per the legal opinion sought Company will recover the amount from the defaulting parties.

APPRECIATION

The Board hereby records its sincere appreciation for the wholehearted support and contributions made by all its employees, workmen, staffs and officers at all levels across the Company, as well as the various Financial Institutions, Banks, Distributors, Suppliers and other business associates towards the conduct of the operations of your Company.

For and on behalf of the Board,

Place : Mumbai RISHI PILANI

Date : October 5, 2010 CHAIRMAN