Directors Report of Hindustan Wires Ltd.
Mar 31, 2018
HINDUSTAN WIRES LIMITED DIRECTORSâ REPORT
TO THE MEMBERS
The Directors present their Annual Report together with Audited Financial Statements of the Company for the year ended on 31st March, 2018
FINANCIAL RESULTS
The Results are summarized below: (Rs. In Lacs)
|
Particulars |
Year ended 31.03.2018 |
Year ended 31.03.2017 |
|
Revenue from Operations (excluding duties & taxes) |
712.70 |
676.81 |
|
Other income (including increase in fair value of investments) |
310.42 |
165.68 |
|
Total Revenue |
1023.12 |
842.49 |
|
Expenses |
649.28 |
577.66 |
|
Profit/(Loss) before Depreciation & Tax |
373.84 |
264.83 |
|
Depreciation |
17.14 |
23.03 |
|
Provision for income tax (MAT) |
33.93 |
42.39 |
|
MAT Credit Entitlement |
(33.93) |
(42.39) |
|
Deferred Tax Charged / (Credit) |
79.50 |
68.80 |
|
Net Profit/(Loss) after tax |
277.20 |
173.00 |
|
Other Comprehensive Income |
0.28 |
0.70 |
|
Net Profit/(Loss) Carried to Balance Sheet |
277.48 |
173.70 |
OPERATIONS & GENERAL REVIEW
During the year, the revenue from operations including income from financing activities for the current year is Rs. 712.70 Lakhs as against Rs. 676.81 Lakhs in the previous year. During the year, in the business of Gas re-filling station, gross sales were at Rs. 542.67 Lakhs as against Rs. 523.64 Lakhs in the previous year. Further during the year, the Company has earned interest amounting to Rs. 172.05 Lakhs as against Rs. 183.67 Lakhs in the previous year from its financing activities. In addition the Company has also earned other income of Rs. 310.42 Lakhs (including increase in fair value of investment amounting to Rs. 190.06 Lakhs) as against Rs. 165.68 Lakhs (including increase in fair value of investment amounting to Rs. 49.07 Lakhs) in the preceding year mainly on account of receipt of Rent, Storage charges and income from providing Business Support Services etc.
DIVIDEND
In view of accumulated losses, (before considering the increase in fair value of investments and other adjustments which has been done under IND-AS which are unrealized gains), your Directors do not recommend any dividend for the year ended 31st March, 2018 as a matter of prudent financial policy.
STATE OF COMPANY AFFAIR
During the year the Company carried on its activities in manufacturing and trading in Industrial Gases and also undertaken financing and investment activities. The Company also earned income from Rent and from providing Business Support Services. The Company has well equipped re-filling station to process and fill different types of gases in cylinders and all safety measures are in place. The net profit during the year is Rs. 277.48 Lakhs as against previous year profit of Rs. 173.70 Lakhs. The net profit carried to balance sheet is Rs. 277.48 Lakhs.
There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.
PUBLIC DEPOSITS
The Company has not accepted any Public Deposits covered under chapter V of the Companies Act, 2013.
TRADING IN SHARES OF THE COMPANY
During the year, the equity shares of the Company continued to trade at the Stock Exchange of BSE Ltd.
DEPOSITORY SERVICES FOR EQUITY SHAREHOLDERS OF THE COMPANY
The Central Depository Services (India) LTD. (CDSL) and National Securities Depository Limited (NSDL) have accepted the Equity Shares of the Company for DEMAT vide ISIN No. INE075C01010, hence the members of the Company are advised to avail of the Depository Services.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mrs. Pooja Jhaver (DIN 02109201) a Director of Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.
Mr. Krishna Murari Lal, Mr. Jagdish Saran Baijal and Mr. Gobind Ram Goenka all three Directors of the Company have attained the age of more than 75 years. In view of the amendment in the SEBI Listing Regulations, 2015, no Director who has attained the age of 75 years can be appointed or can continue as a Director after 01st April, 2019 unless approval of members is taken by a Special Resolution. Consequently approval of the members of the Company is required by a Special Resolution for continuation of their Directorship on the Board of the Company. Considering their vast experience and knowledge, it is in the interest of the Company to retain them on the Board of the Company. Accordingly the members of the Company are requested to consider and approve their continuation of Directorship on the Board of the Company at its forthcoming Annual General Meeting.
During the year, there is no change in the Key Managerial Personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors Mr. Krishna Murari Lal & Mr. Jagdish Saran Baijal have given their declaration that they continue to meet the criteria of Independence as laid down U/s 149 (6) of the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013, your Directors, on the basis of representations of the management, confirm that:
i) In the preparation of the annual accounts for the year ended 31st March, 2018, 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; and
v) The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MEETINGS OF THE BOARD
During the financial year ended 31st March, 2018, four Board Meetings were held i.e. on 30th May, 2017, 12th Sep, 2017, 8th Dec, 2017, 14th Feb, 2018.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors oversees the financial statements and financial reporting before submission to the Board on quarterly and yearly basis. The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the work of the Internal and Statutory Auditors. It reviews the reports of the internal auditors and statutory auditors.
At present, there are Four members of the Audit Committee, out of which two are Independent Directors.
The composition of the Audit Committee is given below:
|
Sl No. |
Name of the Members |
Category |
|
1. |
Mr. K.M Lal |
Chairman-Independent- Non-executive |
|
2. |
Mr. J.S. Baijal |
Independent- Non-executive |
|
3. |
Mr. U.S. Bhartia |
Non- Executive |
|
4. |
Mr. G.R. Goenka |
Non- Executive |
During the year Four Audit Committee Meetings were held on 30th May, 2017, 12th Sep, 2017, 8th Dec, 2017, 14thFeb, 2018.
NOMINATION & REMUNERATION COMMITTEE (NRC)
The Company is having a Nomination & Remuneration Committee which was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions of this Committee include identification of persons who are qualified to become directors or who may be appointed in senior management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every director''s performance, formulation of Remuneration Policy to include recommendation of remuneration for directors, key managerial personnel and senior management.
At present, there are Four members of the Nomination & Remuneration Committee (NRC), in which two are Independent Directors. The composition of the NRC is given below:
|
Sl No. |
Name of the Members |
Category |
|
1. |
Mr. K.M Lal |
Chairman-Independent- Non-executive |
|
2. |
Mr. J.S. Baijal |
Independent- Non-executive |
|
3. |
Mr. U.S. Bhartia |
Non- Executive |
|
4. |
Mr. G.R. Goenka |
Non- Executive |
The Policy of the Company relating to the remuneration for the Directors, Key Managerial Personnel and other employees is annexed as Annexure A.
PARTICULARS OF EMPLOYEES & REMUNERATION
Disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed in Annexure B.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee comprises of two Directors i.e. Shri G.R. Goenka (Non-Executive Director) and Shri R.K. Gupta (Executive Director) to look after the redressel of shareholders and investors complaints. To expedite the process of share transfer the Board has delegated the power of share transfer to Share Transfer Committee consisting of Shri G.R. Goenka and Shri S.K. Sharma (Manager Finance & Accounts).
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the Committees of the Board. Directors were evaluated on various aspects including inter-alia degree of fulfillment of key responsibilities, contribution at Board & Committee Meetings and guidance & support to the Management outside Board & Committee Meetings. The performance evaluation of the Independent Directors was also carried out by the entire Board.
The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committee''s was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.
INTERNAL FINANCIAL CONTROL SYSTEMS & RISK MANAGEMENT
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas including for fraud prevention.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 with respect to CSR were not applicable to the Company as the Company''s net worth or turnover or average net profits are below the threshold limit.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
The information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this Report- Annexure C.
AUDITORSâ REPORT
The observation made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.
AUDITORS
M/s M.L. Garg & Co., Chartered Accountants, New Delhi (FRN 001604N) were appointed for a period of Five years in the 57th AGM of the Company held on 1st Sep, 2017, to hold office from the conclusion of 57th Annual General Meeting until the conclusion of the 62nd Annual General Meeting of the Company, subject to the ratification of the appointment at each Annual General Meeting. However, the requirement of the ratification of the appointment of the Auditors at each Annual General Meeting has been done away with vide Companies (Amendment) Act, 2017. They have submitted a certificate confirming that their appointment is in accordance with Section 139 read with section 141 of the Act.
SECRETARIAL AUDIT
The Board had appointed Mrs. Smita Sharma, Practicing Company Secretary, to carry out secretarial audit Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as âAnnexure Dâ
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year ended 31-03-2018 contain a qualification that Chairman of the Audit Committee could not be present in the AGM on account of Medical Grounds. However the queries of the members in the AGM were well attended by the Chairman of the meeting.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Eâ.
BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has constituted a Risk Management Committee. The Company has identified the potential risks and threats and the Company has taken effective steps to mitigate the same.
VIGIL MECHANISM
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013, the Company has a Whistle Blower Policy which provides for proper reporting systems for any unfair practice and adequate safe guard against victimization of persons who use such mechanism.
PREVENTION OF INSIDER TRADING
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, 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 requires pre-clearance for dealing in the Company''s shares and 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 is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
CORPORATE GOVERNANCE
The Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to your Company since the Company''s paid-up equity capital and net worth is below the threshold limit and as such no report on Corporate Governance is being submitted with this report. However the Company has substantially followed the norms of Corporate Governance.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The Company has not received any complaint of Sexual Harassment during the financial year 2017-18.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013
The Company in its usual course of business has given short term loan as per details given below. However there were no fresh investments during the year.
|
S. No. |
Particulars of Transaction |
Amount (Rs. In Lacs) |
|
1. |
Short term loan given to IGL Infrastructure Pvt. Ltd. |
193.00 |
The Short Term loan given to IGL Infrastructure Pvt. Ltd. has been utilized in their business of infrastructure activities. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has during the year entered into contracts or arrangements with related parties in the usual course of business which are at competitive terms and are as such at arm''s length. The details of such contracts are given in âAnnexure Fâ in Form No. AOC
- 2. There was no contract or arrangement with the related party which was not at arm''s length. All the Related Party Transactions are in the interest of the Company which are necessary for furtherance of the objectives of the Company and to also smoothly run its operations of Industrial Gases and other business segments.
Related Party Disclosures as required under regulation 34(3) read with para ''A'' of the schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in âAnnexure Gâ.
MATERIAL CHANGES WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
The Company has entered into an Agreement for the sale of its land & building at Faridabad. This sale will not affect the going concern status of the Company as after such sale the company will continue its operations from a nearby location from the premises proposed to be taken on rent or otherwise it will have sufficient resources to enter into any other line of business.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management discussion and analysis report as required under Listing Regulations is annexed as âAnnexure Hâ. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the assistance and co-operation received from business associates, Govt. Authorities, Banks and Members of the Company and look forward to their continued support.
Your Directors also wish to place on record their appreciation for the dedication and commitment of the employees at all levels of the Company which continues to be our strength.
For and on behalf of the Board of Directors
R.K.Gupta G.R.Goenka
Executive Director Director
DIN 00423525 DIN 00133700
Place: Noida
Date: 16th May, 2018
Mar 31, 2016
DIRECTORSâ REPORT
TO THE MEMBERS
The Directors present their Annual Report together with Audited Financial Statements of the Company for the year ended on 31st March, 2016
FINANCIAL RESULTS
The Results are summarized below: (Rs. In Lacs)
|
Particulars |
Year ended 31.03.2016 |
Year ended 31.03.2015 |
|
Revenue from Operations (excluding excise duty) |
635.16 |
667.50 |
|
Other income & provisions no longer required written back |
186.46 |
97.25 |
|
Total Revenue |
821.62 |
764.75 |
|
Expenses |
551.42 |
530.19 |
|
Profit/(Loss) before exceptional items depreciation & tax |
270.20 |
234.56 |
|
Exceptional Income (Expenses) |
300.00 |
(17.98) |
|
Profit/(Loss) before Depreciation & Tax |
570.20 |
216.58 |
|
Depreciation |
46.02 |
46.14 |
|
Provision for income tax (MAT) |
23.35 |
- |
|
MAT Credit Entitlement |
(23.35) |
- |
|
Net Profit/(Loss) after tax |
524.18 |
170.44 |
|
Net Profit/(Loss) Carried to Balance Sheet |
524.18 |
170.44 |
OPERATIONS & GENERAL REVIEW
During the year, the revenue from operations including income from financing activities for the current year is Rs. 635.16 Lacs as against Rs. 667.50 Lacs in the previous year. During the year, due to increased competition in the business of Gas re-filling station, gross sales were lower at Rs. 496.15 Lacs as against Rs. 570.77 Lacs in the previous year. Further during the year, the Company has earned interest and gain on sale of investments amounting to Rs. 168.94 Lacs as against Rs. 131.18 Lacs in the previous year from its financing activities. In addition the Company has also earned other income of Rs. 186.46 Lacs as against Rs. 97.25 Lacs in the preceding year mainly on account of receipt of Rent, Storage charges and income from providing Business Support Services etc. The Company expects to improve its performance in the Current year.
The net profit carried to Balance Sheet is Rs. 524.18 Lacs and the net accumulated loss at the year end is Rs. 483.43 Lacs which is being carried forward.
DIVIDEND
In view of accumulated losses, your Directors are not in a position to recommend any dividend for the year ended 31st March, 2016. STATE OF COMPANY AFFAIR
During the year the Company carried on its activities in manufacturing and trading in Industrial Gases and also undertaken financing and investment activities. The Company also earned income from Rent and from providing Business Support Services & Consultancy Services. The Company has well equipped re-filling station to process and fill different types of gases in cylinders and all safety measures are in place. The net profit during the year is Rs. 524.18 Lacs as against previous year profit of Rs. 170.44 Lacs. The net profit carried to balance sheet is Rs. 524.18 Lacs and the net accumulated loss at the year end is Rs. 483.43 Lacs. The Company expects to further improve its performance in the coming years.
There has 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 the report.
There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.
PUBLIC DEPOSITS
The Company has not accepted any Public Deposits covered under chapter V of the Companies Act, 2013.
TRADING IN SHARES OF THE COMPANY
During the whole year the equity script of the Company was traded on BSE. However w.e.f. 31st March, 2016 BSE suspended the script of the Company for trading as surveillance measure. The matter is being pursued by the Company for revocation of suspension and the Company expects that the trading in the equity script of the Company will be resumed shortly.
DEPOSITORY SERVICES FOR EQUITY SHAREHOLDERS OF THE COMPANY
The Central Depository Services (India) LTD. (CDSL) and National Securities Depository Limited (NSDL) have accepted the Equity Shares of the Company for DEMAT vide ISIN No. INE075C01010, hence the members of the Company can avail of the Depository Services.
REGISTRATION WITH BIFR
The net worth of the Company became positive and consequently the Company was De-registered from BIFR vide their order dated 22nd July, 2015.
DIRECTORS & KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Company held on 23rd Sep-2015, the members had approved the appointment of Mrs. Pooja Jhaver (DIN 02109201) as Director of the Company liable to retire by rotation.
Shri U.S. Bhartia (DIN 00063091) a Director of Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.
No Key Managerial Person has been appointed or has retired or resigned during the year. However the Board has considered & approved the appointment of Chief Financial Officer in the Board Meeting held on 24th May, 2016.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors Mr. Krishna Murari Lal & Mr. Jagdish Saran Baijal have given their declaration that they continue to meet the criteria of Independence as laid down U/s 149 (6) of the Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013, your Directors, on the basis of representations of the management, confirm that:
i) In the preparation of the annual accounts for the year ended 31st March, 2016, 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; and
v) The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MEETINGS OF THE BOARD
During the financial year ended 31st March, 2016, Six Board Meetings were held i.e. on 6th April, 2015, 22nd May, 2015, 11th Aug, 2015, 04th Nov, 2015, 9th Feb, 2016 and 4th March 2016.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors oversees the financial statements and financial reporting before submission to the Board on quarterly and yearly basis. The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the work of the Internal and Statutory Auditors. It reviews the reports of the internal auditors and statutory auditors.
At present, there are Four members of the Audit Committee, out of which two are Independent Directors.
The composition of the Audit Committee is given below:
|
Sl No. |
Name of the Members |
Category |
|
1. |
Mr. K.M Lal |
Chairman-Independent- Non-executive |
|
2. |
Mr. J.S. Baijal |
Independent- Non-executive |
|
3. |
Mr. U.S. Bhartia |
Non- Executive |
|
4. |
Mr. G.R. Goenka |
Non- Executive |
NOMINATION & REMUNERATION COMMITTEE (NRC)
The Company is having a Nomination & Remuneration Committee which was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions of this Committee include identification of persons who are qualified to become directors or who may be appointed in senior management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every director''s performance, formulation of Remuneration Policy to include recommendation of remuneration for directors, key managerial personnel and senior management.
At present, there are Four members of the Nomination & Remuneration Committee (NRC), in which two are Independent Directors. The composition of the NRC is given below:
|
Sl No. |
Name of the Members |
Category |
|
1. |
Mr. K.M Lal |
Chairman-Independent- Non-executive |
|
2. |
Mr. J.S. Baijal |
Independent- Non-executive |
|
3. |
Mr. U.S. Bhartia |
Non- Executive |
|
4. |
Mr. G.R. Goenka |
Non- Executive |
The Policy of the Company relating to the remuneration for the Directors, Key Managerial Personnel and other employees is annexed as Annexure A.
PARTICULARS OF EMPLOYEES & REMUNERATION
Disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed in Annexure B.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee comprises of two Directors i.e. Shri G.R. Goenka (Non-Executive Director) and Shri R.K. Gupta (Executive Director) to look after the redressel of shareholders and investors complaints. To expedite the process of share transfer the Board has delegated the power of share transfer to Share Transfer Committee consisting of Shri G.R. Goenka and Shri S.K. Sharma (Manager Finance & Accounts).
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the Committees of the Board. Directors were evaluated on various aspects including inter-alia degree of fulfillment of key responsibilities, contribution at Board & Committee Meetings and guidance & support to the Management outside Board & Committee Meetings. The performance evaluation of the Independent Directors was also carried out by the entire Board.
The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committee''s was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.
INTERNAL FINANCIAL CONTROL SYSTEMS & RISK MANAGEMENT
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas including for fraud prevention.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 with respect to CSR were not applicable to the Company as the Company''s net worth or turnover or average net profits are below the threshold limit.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
The information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this Report- Annexure C.
AUDITORSâ REPORT
The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.
AUDITORS
M/s K.N Gutgutia & Co. Chartered Accountants, were appointed for a period of 3 years in the 54th AGM of the Company which was held on 16th September, 2014 and are eligible to continue as Statutory Auditors of the Company subject to ratification by members at the forthcoming Annual General Meeting at a remuneration to be decided by the members. They have furnished a certificate, confirming that if re-appointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The members are requested to consider ratification of their continuity of appointment as Auditors of the Company and to authorise the Board to fix their remuneration in the forthcoming AGM of the Company.
SECRETARIAL AUDIT
The Board had appointed Mrs. Smita Sharma, Practising Company Secretary, to carry out secretarial audit Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as âAnnexure Dâ
SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act, 2013 the Company Secretary in Practice has submitted a Secretarial Audit Report. The observation made in the report has been taken care of by appointing Chief Financing Officer in the meeting of the Board of Directors held on 24-05-2016.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Eâ.
BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has constituted a Risk Management Committee. The Company has identified the potential risks and threats and the Company has taken effective steps to mitigate the same.
VIGIL MECHANISM
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013, the Company has a Whistle Blower Policy which provides for proper reporting systems for any unfair practice and adequate safe guard against victimization of persons who use such mechanism.
PREVENTION OF INSIDER TRADING
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, 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 requires pre-clearance for dealing in the Company''s shares and 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 is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
CORPORATE GOVERNANCE
The Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to your Company since the Company''s paid-up equity capital and net worth is below the threshold limit and as such no report on Corporate Governance is being submitted with this report. However the Company has substantially complied with the norms of Corporate Governance.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The Company has not received any complaint of Sexual Harassment during the financial year 2015-16.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013
The Company in its usual course of business has given short term loans and has made investments as per details given below:
|
S. No. |
Particulars of Transaction |
Amount (Rs. In Lacs) |
|
1. |
Short Term Loan Given to Kashipur Holdings Ltd. (Loan received back during the year) |
500.00 |
|
2. |
Short term loan given to IGL Infrastructure Pvt. Ltd. |
1515.00 |
|
3. |
Short Term Loan given to Kashipur Infrastructure Freight Terminal Pvt. Ltd. (received back during the year) |
100.00 |
|
4. |
Purchase of Equity Shares of India Glycols Ltd. for investment |
57.53 |
|
5. |
Purchase of equity shares of IGL Infrastructure Pvt. Ltd. for Investment (sold during the year) |
57.00 |
The Short Term loans given to Kashipur Holdings Ltd. would have been utilized in its investment and lending activities and the short term loan given to IGL Infrastructure Pvt. Ltd. and Kashipur Infrastructure Freight Terminal Pvt. Ltd. would have been utilized in their business of infrastructure activities.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has during the year entered into contracts or arrangements with related parties in the usual course of business which are at competitive terms and are as such at arm''s length. The details of such contracts are given in âAnnexure Fâ in Form No. AOC-2. There was no contract or arrangement with the related party which was not at arm''s length. All the Related Party Transactions are in the interest of the Company which are necessary for furtherance of the objectives of the Company and to also smoothly run its operations of Industrial Gases and other business segments.
Related Party Disclosures as required under regulation 34(3) read with para ''A'' of the schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in âAnnexure Gâ.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management discussion and analysis report as required under Listing Regulations is annexed as âAnnexure Hâ. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the assistance and co-operation received from business associates, Govt. Authorities, Banks and Members of the Company and look forward to their continued support.
Your Directors also wish to place on record their appreciation for the dedication and commitment of the employees at all levels of the Company which continues to be our strength.
For and on behalf of the board of Directors
R.K.Gupta G.R.Goenka
Executive Director Director
DIN 00423525 DIN 00133700
Place: Noida
Date: 24th May 2016
Mar 31, 2015
Dear members,
The Directors present their Annual Report together with Audited
Financial Statements of the Company for the year ended on 31st March,
2015
FINANCIAL RESULTS
The Results are summarised below: (Rs. in Lacs)
Year ended on Year ended on 31.03.2015 31.03.2014
Revenue from Operations (excluding
excise duty) 667.50 574.11
Other income & provisions no longer
required written back 97.25 103.98
Total Revenue 764.75 678.09
Expenses 530.19 537.50
Exceptional Items 17.98 140.23
Total Expenses 548.17 677.73
Profit/(Loss) before
Depreciation & Tax 216.58 0.36
Depreciation 46.14 36.26
Provision for income tax (MAT) - -
Net Profit/(Loss) after tax 170.44 (35.90)
Net Profit/(Loss) Carried to
Balance Sheet 170.44 (35.90)
OPERATIONS & GENERAL REVIEW
During the year the revenue from operations including income from
financing activities for the current year is Rs. 667.50 Lacs as
against Rs. 574.11 Lacs in the previous year. During the year the
Company has earned interest income of Rs. 131.18 Lacs as against Rs.
12.09 Lacs in the previous year from its financing activities. In
addition the Company has also earned other income of Rs. 97.25 Lacs as
against Rs. 103.98 Lacs in the preceding year mainly on account of
receipt of Rent, Storage charges and income from providing Business
Support Services etc. The Company expects to further improve its
performance in the Current year.
The net profit carried to Balance Sheet is Rs. 170.44 Lacs and the net
accumulated loss at the year end is Rs. 1043.02 Lacs which is being
carried forward.
REGISTRATION WITH BIFR
The Company is registered with BIFR as a Sick Industrial Company under
the provisions of the Sick Industrial Companies (Special Provisions)
(SICA) Act, 1985. The Company has applied to BIFR for de-registration
of the Company from the purview of Sick Industrial Companies (special
provision) (SICA) Act, 1985. However the decision of the BIFR in this
matter is awaited. The matter is being pursued by the Company.
DIVIDEND
In view of accumulated losses, your Directors are not in a position to
recommend any dividend for the year ended 31st March, 2015. STATE OF
COMPANY AFFAIR
During the year the Company in addition to its activities in
manufacturing and trading in Industrial Gases, has also undertaken
financing and investment activities. The Company also earned income
from Rent and from providing Business Support Services. The Company
has well equipped plant to process and fill different types of gases
and all safety measures are in place. The net profit during the year
is Rs. 170.44Lacs as against previous year loss of Rs. 35.90 Lacs. The
net profit carried to balance sheet is Rs. 170.44 Lacs and the net
accumulated loss at the year end is Rs.1043.02 Lacs. The Company
expects to further improve its performance in the coming years.
There has 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 the report.
There were no significant material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status and its future
operations.
PUBLIC DEPOSITS
There were no transactions relating to deposits covered under chapter
V of the Companies Act, 2013.
TRADING IN SHARES OF THE COMPANY
During the year the BSE Ltd. revoked the suspension in trading of
Equity script of the Company and the trading in the Equity Shares of
the Company was resumed w.e.f. 21-11-2014.
DEPOSITORY SERVICES FOR EQUITY SHAREHOLDERS OF THE COMPANY
The Central Depository Services (India) LTD. (CDSL) has accepted the
Equity Shares of the Company for DEMAT vide ISIN No.INE075C01010 and
as such the members of the Company can avail of the Depository
Services with any of the Depository participant registered with CDSL.
DIRECTORS & KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Company held on 16th Sep-2014,
the members had approved the appointment of Mr. K.M Lal (DIN 00016166)
and Mr. J.S. Baijal (DIN 00049565) as Independent Directors for a term
of Five years.
Shri G.R. Goenka (DIN 00133700) a Director of Company retires by
rotation at the forthcoming Annual General Meeting and being eligible,
offer himself for re-appointment.
Mrs. Pooja Jhaver (DIN 02109201) was appointed as Additional Director
in the Board Meeting held on 06-04-2015 to hold office up to the date
of next Annual General Meeting. She being eligible to be appointed as
Director offer herself for re-appointment at the forthcoming AGM. The
Board of Directors in terms of the provisions of Section 152 of the
Companies Act, 2013 recommends her appointment as a Director of the
Company at the forthcoming Annual General Meeting.
No Key Managerial Person has been appointed or has retired or resigned
during the year.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors Mr. Krishna Murari Lal & Mr. Jagdish Saran
Baijal have given their declaration that they continue to meet the
criteria of Independence as laid down U/s 149 (6) of the Companies
Act, 2013.
DIRECTORSÂ 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 for the year ended 31st
March, 2015, 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 Âgoing
concern basis; and
v) The directors have 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 have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
MEETINGS OF THE BOARD
During the financial year ended 31st March, 2015, four Board Meetings
were held i.e. on 27th May, 2014, 18th July, 7th Nov and 12th Feb,
2015.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors oversees the financial
statements and financial reporting before submission to the Board on
quarterly and yearly basis. The Audit Committee is responsible for the
recommendation of the appointment, remuneration, performance and
oversight of the work of the Internal and Statutory Auditors. It
reviews the reports of the internal auditors and statutory auditors.
At present, there are Four members of the Audit Committee, out of
which two are Independent Directors.
The composition of the Audit Committee is given below:
Sl No. Name of the Members Category
1. Mr. K.M Lal Chairman-Independent- Non-executive
2. Mr. J.S. Baijal Independent- Non-executive
3. Mr. U.S. Bhartia Non- Executive
4. Mr. G.R. Goenka Non- Executive
NOMINATION & REMUNERATION COMMITTEE (NRC)
Pursuant to the provisions of Section 178 of the Companies Act, 2013,
the Company has reconstituted the NRC of the Company. The functions of
this Committee include identification of persons who are qualified to
become directors and who may be appointed in senior management,
formulation of criteria for determining qualifications, positive
attributes, independence, recommendations of their appointments to the
Board, evaluation of every directorÂs performance, formulation of
Remuneration Policy to include recommendation of remuneration for
directors, key managerial personnel and senior management.
At present, there are Four members of the Nomination & Remuneration
Committee (NRC), in which two are Independent Directors. The
composition of the NRC is given below:
5. No Name of the Members Category
1. Mr. K.M Lal Chairman-Independent- Non-executive
2. Mr. J.S. Baijal Independent- Non-executive
3. Mr. U.S. Bhartia Non- Executive
4. Mr. G.R. Goenka Non- Executive
The Policy of the Company relating to the remuneration for the
Directors, Key Managerial Personnel and other employees is annexed as
Annexure A.
PARTICULARS OF EMPLOYEES & REMUNERATION
Disclosures required under Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are annexed in Annexure B.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee comprises of two Directors i.e Shri G.R. Goenka
(Non-Executive Director) and Shri R.K. Gupta (Executive Director) to
look after the redressel of shareholders and investors complaints. To
expedite the process of share transfer to Board has delegated the
power of share transfer to Share Transfer Committee consisting of Shri
G.R. Goenka and Shri S.K. Sharma (Manager Finance & Accounts).
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 the Board has
carried out the annual performance evaluation of its own performance,
the Directors individually including the Chairman of the Board as well
as the evaluation of the Committees of the Board. Directors were
evaluated on various aspects including inter-alia degree of fulfilment
of key responsibilities, contribution at Board & Committee Meetings
and guidance & support to the Management outside Board & Committee
Meetings. A Structured questionnaire was prepared after taking inputs
from the Directors and reply was received from all Directors. The
performance evaluation of the Independent Directors was also carried
out by the entire Board.
The result of the evaluation done by Independent Directors was
reported to the Chairman of the Board. It was reported that the
performance evaluation of the Board & CommitteeÂs was satisfactory.
The Chairman of the Board provided feedback to the Directors on an
individual basis, as appropriate. The Directors expressed their
satisfaction with the evaluation process.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has an Internal Control System, commensurate with the
size, scale and complexity of its operations. The scope of work
includes review of process for safeguarding the assets of the Company,
review of operational efficiency effectiveness of systems and
processes, and assessing the internal control strengths in all areas.
The provisions of Section 135 of the Companies Act, 2013 with respect
to CSR were not applicable to the Company as the CompanyÂs net worth
or turnover or average net profits are below the threshold limit.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
The information required under section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed hereto and forms part of this Report- Annexure C.
AUDITORSÂ REPORT
The observation made in the Auditors Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
AUDITORS
M/s K.N Gutgutia & Co. Chartered Accountants, were appointed for a
period of 3 years in the 54th AGM of the Company which was held on
16-09-2014 and are eligible to continue as Statutory Auditors of the
Company subject to ratification by members at the forthcoming Annual
General Meeting at a remuneration to be decided by the members. They
have furnished a certificate, confirming that if reappointed, their
re-appointment will be in accordance with Section 139 read with
Section 141 of the Companies Act, 2013. The members are requested to
consider ratification of their continuity of appointment as Auditors
of the Company and authorise the Board of Directors to fix their
remuneration in the forthcoming AGM of the Company.
SECRETARIAL AUDIT
The Board had appointed Mrs. Smita Sharma, Practising Company
Secretary, to carry out secretarial audit Pursuant to provisions of
section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial
Audit report is annexed herewith as "Annexure D"
SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act, 2013 the
Company Secretary in Practice has submitted a Secretarial Audit
Report. Certain observations are made in the report. However, in
future the company would ensure that all the provisions are complied
with in time.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure E".
BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the
company has constituted a Risk Management Committee. The Company has
identified the potential risks and threats and the Company has taken
effective steps to mitigate the same.
VIGIL MECHANISM
Pursuant to the provisions of Section 177 (9) & (10) of the Companies
Act, 2013, the Company has a Whistle Blower Policy which provides for
proper reporting systems for any unfair practice and adequate safe
guard against victimisation of persons who use such mechanism.
PREVENTION OF INSIDER TRADING
Pursuant to the provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015, 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 requires pre-clearance for dealing in the CompanyÂs shares
and 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 is closed. The Board is responsible for
implementation of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code.
The Clause 49 of the Listing Agreement relating to Corporate
Governance is not applicable to your Company since the CompanyÂs
paid-up equity capital and net worth is below the threshold limit and
as such no report on Corporate Governance is being submitted with this
report. However the Company has substantially complied with the norms
of Corporate Governance.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
AT WORK PLACE
The Company has a policy of zero tolerance for sexual harassment at
workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules there under.
The Company has not received any complaint of Sexual Harassment during
the financial year 2014-15.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF THE
COMPANIES ACT, 2013
The Company has given in its usual course of business its short term
surplus funds amounting to Rs. 865 Lacs as short term loan on interest
@ 11% P.A. payable on quarterly basis to Kashipur Holdings Limited
which is a NBFC Company registered with RBI and they may utilize the
funds as per their activities in lending to others or to make
investments in securities.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has during the year entered into contracts or arrangements
with related parties in the usual course of business which are at
competitive terms and are as such at armÂs length. The details of
such contracts are given in "Annexure F" in Form No. AOC - 2.
There was no contract or arrangement with the related party which was
not at armÂs length. All the Related Party Transactions are in the
interest of the Company which are necessary for furtherance of the
objectives of the Company and to also smoothly run its operations of
Industrial Gases etc.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the assistance
and co-operation received from business associates, Govt. Authorities
and Members of the Company and look forward to their continued
support.
Your Directors also wish to place on record their appreciation for the
devoted services of the employees of the Company.
For and on behalf of the Board of Directors
Place: Noida R.K.Gupta G.R. Goenka
Date : 22 May, 2015 Executive Director Director
DIN:00423525 DIN: 00133700
Mar 31, 2014
TO THE MEMBERS
The Directors present their Annual Report together with Audited
Financial Statements of the Company for the year ended on 31st March,
2014.
FINANCIAL RESULTS
The Results are summarised below: (Rs. in Lacs)
Year ended on Year ended on
31.03.2014 31.03.2013
Revenue from Operations (excluding
excise duty) 562.02 415.62
Other income & provisions no longer
required written back 116.07 86.67
Total Revenue 678.09 502.29
Expenses 537.50 420.53
Exceptional Items 140.23 3.72
Total Expenses 677.73 424.25
Profit/(Loss) before Depreciation & Tax 0.36 78.04
Depreciation 36.26 36.02
Provision for income tax (MAT) - -
Net Profit/(Loss) after tax (35.90) 42.02
Net Profit/(Loss) Carried to Balance Sheet (35.90) 42.02
OPERATIONS & GENERAL REVIEW
During the year Company continued its activities in manufacturing,
trading and transportation of Industrial Gases. The revenue from
operations for the current year was Rs. 562.02 Lacs as against Rs.
415.62 Lacs in the previous year. In addition the Company has also
earned other income of Rs. 116.07 Lacs mainly on account of receipt of
warehousing and storage charges as against Rs, 86.67 lacs in the
previous year. The Company expects to further improve its performance
in the current year. The Company is also exploring the possibility of
renting out on a regular basis some of its vacant factory sheds for
storage & warehousing to improve its performance and Cash inflow.
Exceptional items include: Provision made on the basis of financial
prudence for Doubtful debts amounting to Rs. 129.83 Lacs in respect of
old dues of Public Sector Oil Companies which are under litigation for
the last more than a decade.
The net loss carried to Balance Sheet is Rs. 35.90 lacs and the net
accumulated loss at the year end is Rs. 1212.15 lacs.
REGISTRATION WITH BIFR
The Company is registered with BIFR as a Sick Industrial Company under
the provisions of the Sick Industrial Companies (Special Provisions)
(SICA) Act, 1985. The Company applied to BIFR for de-registration of
the Company from the purview of Sick Industrial Companies (special
provision) (SICA) Act, 1985. However the decision of the BIFR in this
matter is awaited. The matter is being pursued by the Company.
DIVIDEND
In view of accumulated losses, your Directors are not in a position to
recommend any dividend for the year ended 31st March, 2014. REDEMPTION
OF PREFERENCE SHARE CAPITAL AND ISSUE OF FRESH PREFERENCE SHARES
During the year the Company has issued fresh redeemable preference
shares by way of private placement amounting to Rs. 490 Lacs and the
said proceeds of the issue were utilized in redemption of the existing
redeemable Preference shares amounting to Rs. 490 Lacs which were due
for redemption on or before 30-03-2014.
PUBLIC DEPOSITS
At the end of the year, there were no outstanding Public Fixed
deposits.
TRADING IN SHARES OF THE COMPANY
During the year the Equity script of the Company was under Suspension
for Trading at BSE. However BSE vide its letter dated 19-05- 2014 has
given in principal approval for Revocation of Suspension in Trading of
Equity Shares of the Company. As such the Company expects that the
trading in equity shares of the Company on BSE shall resume within next
six months.
DEPOSITORY SERVICES FOR EQUITY SHAREHOLDERS OF THE COMPANY
The Central Depository Services (India) LTD. (CDSL) has accepted the
Equity Shares of the Company for DEMAT vide ISIN No.INE075C01010 and as
such the members of the Company can avail of the Depository Services
with any of the Depository participant registered with CDSL.
DIRECTORS
Shri U.S. Bhartia a Director of Company retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself
for re-appointment.
Shri K.M. Lal who is an Independent Director of the Company retires at
the forthcoming Annual General Meeting. As per the provisions of
Section 149(10) of the Companies Act, 2013, an Independent Director
shall hold office for a term upto 5 consecutive years on the Board of
the Company and is not liable to retire by rotation. In the opinion of
the board he fulfils the conditions specified in the Act and the Rules
made there under for appointment as Independent Director. The Board of
Directors pursuant to provisions of Section 149 & 152 of the Companies
Act, 2013 recommends for his appointment for a period of five years as
Independent Director in the forthcoming Annual General meeting.
Shri J.S. Baijal was appointed as Additional Director (Independent) in
the Board Meeting held on 27-05-2014 to hold office upto the date of
next Annual General Meeting. He being eligible to be appointed as
Independent Director for a period of 5 years pursuant to Section 149
(10) of the Companies Act, 2013, offer himself for re-appointment at
the forthcoming AGM. In the opinion of the board he fulfils the
conditions specified in the Act and the Rules made there under for
appointment as Independent Director. The Board of Directors pursuant to
provisions of Section 149 & 152 of the Companies Act, 2013 recommends
for his appointment for a period of five years as Independent Director
in the forthcoming Annual General meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 your Directors confirm that:
That in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
That the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates 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 or
loss of that year.
That the Directors have taken proper and sufficient care 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.
That the Directors had prepared the annual accounts on a going concern
basis.
MANAGEMENT DISCUSSIONS AND ANALYSIS FINANCIAL PERFORMANCE
During the year the Company continued its activities in manufacturing
and trading of Industrial Gases. The revenue from operations for the
year is Rs. 562.02 lacs and the other income including receipt of
warehousing and storage charges is Rs. 116.07 lacs. During the year the
Company had made a provision for Doubtful debts amounting to Rs. 129.83
Lacs and after the said provision there is a Net loss of Rs. 35.90
Lacs. These debts pertain to dues of Public sector oil Companies which
are under litigation for the last more than a decade. The net loss
carried to Balance Sheet is Rs. 35.90 lacs and the net accumulated loss
at the year end is Rs. 1212.15 lacs.
BUSINESS/ INDUSTRY OUTLOOK
There is a good demand of Industrial Gases in and around Faridabad, but
the competition has also increased in the market. However the Company
expects to improve its performance in the coming years. The Company is
also trying to generate income from its vacant factory sheds by grant
of lease for warehousing.
INTERNAL CONTROL SYSTEM
The internal audit of the Company is periodically conducted by a firm
of Chartered Accountants and the Audit Committee reviews the reports
and internal control systems.
HUMAN RESOURCE
The relations with the employees were cordial and harmonious during the
year 2013-14.The Company considers the quality of its human resources
to be an important asset. The Company has around 50 employees including
contracted workmen.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is annexed. Auditors''
certificate on compliance of conditions of the Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with the Stock
Exchanges is also annexed.
PARTICULARS OF EMPLOYEES
None of the Company''s employees has drawn salary more than Rs. 60
Lacs per Annum, if employed throughout the year and more than Rs Five
Lacs per month if employed for part of the year. Hence, information
required under section 217(2A) of the Companies Act, 1956 read with the
Companies ( Particulars of Employees) Rules, 1975 as amended is not
applicable to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
& 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 is annexed hereto and forms part
of this Report.
AUDITORS'' REPORT
Auditors'' Report does not contain any qualifications; hence do not call
for any comments.
AUDITORS
M/s K.N. Gutgutia & Co., Chartered Accountants, Statutory Auditors of
the Company retires at the conclusion of the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment. In
accordance with Section 139 of the Companies Act, 2013 read with Rules
made thereunder, M/s K.N Gutgutia & Co., Chartered Accountants can be
appointed as the statutory auditors of the Company for a maximum period
of three years. They have furnished a certificate, confirming that if
re-appointed, their re-appointment will be in accordance with Section
139 read with Section 141 of the Companies Act, 2013. The members are
requested to consider their re-appointment as Auditors of the Company
for a period of three financial years and authorise the Board of
Directors to fix their remuneration.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the assistance
and co-operation received from business associates, Govt. Authorities
and Members of the Company and look forward to their continued support.
Your Directors also wish to place on record their appreciation for the
devoted services of the employees of the Company.
For and on behalf of the Board of Directors
Place: Noida R.K.Gupta G.R. Goenka
Date : 27th May, 2014 Executive Director Director
DIN:00423525 DIN: 00133700
Mar 31, 2013
TO THE SHAREHOLDERS
The Directors present their Annual Report together with Audited
Accounts of the Company for the year ended on 31 st March, 2013
FINANCIAL RESULTS
The Results are summarised below:
(Rs. in Lacs)
Year ended on Year ended on
31.03.2013 31.03.2012
Revenue from Operations
(excluding excise duty) 415.62 490.96
Other income & provisions
no longer required written back 86.67 12.67
Expenses 424.25 466.22
Profit/(Loss) before Depreciation & Tax 78.04 37.41
Depreciation 36.02 35.95
Provision for income tax (MAT)
Net Profit after tax 42.02 1.46
Less: Deferred tax assets adjusted 50.00
Net Profit/(Loss) Carried
to Balance Sheet 42.02 (48.54)
OPERATIONS & GENERAL REVIEW
During the year Company continued its activities in manufacturing,
trading and transportation of Industrial Gases. The revenue from
operations for the current year was Rs. 415.62 Lacs as against revenue
of Rs. 490.96 Lacs in the previous year. In addition the Company has
also earned other income of Rs. 86.67 Lacs mainly on account of receipt
of warehousing and storage charges as against income of Rs, 12.67 lacs
in the previous year. The sales decreased in the current year as
compared to previous year due to increased competition in the market.
However the Company expects to improve its performance in the current
year. The Company is also exploring the possibility of renting out some
of its vacant factory sheds for storage & warehousing on a regular
basis to improve its performance.
REGISTRATION WITH BIFR
The Company is registered with BIFR as a Sick Industrial Company under
the provisions of the Sick Industrial Companies (Special Provisions)
(SICA) Act, 1985. The Company applied to BIFR for de-registration of
the Company from the purview of Sick Industrial Companies (special
provision)(SICA) Act, 1985. However the decision of the BIFR in this
matter is awaited. The matter is being pursued by the Company.
DIVIDEND
In view of accumulated losses, your Directors are not in a position to
recommend any dividend for the year ended 31 st March, 2013.
PUBLIC DEPOSITS
At the end of the year, there were no outstanding Public Fixed
deposits.
Trading in Shares of the Company
Presently the trading in shares of the Company is under suspension at
BSE. The Company is taking necessary steps to revoke the suspension of
the script of the Company and to get its shares re-listed so that
trading in shares could commence.
DIRECTORS
Shri G.R. Goenka a Director of the Company retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself
for re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 your Directors confirm that:
That in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
That the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates 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 or
loss of that year.
That the Directors have taken proper and sufficient care 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.
That the Directors have prepared the annual accounts on a going concern
basis.
MANAGEMENT DISCUSSIONS AND ANALYSIS
Financial Performance
During the year the Company continued its activities in manufacturing
and trading of Industrial Gases. The revenue from operations for the
year is Rs. 415.62 lacs and the other income including receipt of
warehousing and storage charges & bad debts recovered is Rs. 86.67
lacs. The net profit aftertax is Rs. 42.02 lacs. The net accumulated
loss at the year end is Rs. 1176.25lacs.
Business/ Industry Outlook
There is a good demand of Industrial Gases in and around Faridabad, but
the competition has also increased in the market. However the Company
expects to improve its performance in the coming years. The Company is
also trying to generate income from its vacant factory sheds by grant
of lease for warehousing.
Internal Control System
The internal audit of the Company is periodically conducted by a firm
of Chartered Accountants and the Audit Committee reviews the reports
and internal control systems.
Human Resource
The relations with the employees were cordial and harmonious during the
year 2012-13.The Company considers the quality of its human resources
to be an important asset. The Company has around 50 employees including
contracted workmen.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is annexed. Auditors''
certificate on compliance of conditions of the Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with the Stock
Exchanges is also annexed.
PARTICULARS OF EMPLOYEES
None of the Company''s employees has drawn salary more than Rs. 60 Lacs
per Annum, if employed throughout the year and more than Rs Five Lacs
per month if employed for part of the year. Hence, information required
under section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended is not
applicable to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
& 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 is annexed hereto and forms part
of this Report.
AUDITORS''REPORT
The Notes referred to in the Auditors'' Report are self-explanatory and
it is also clarified in Note No. 26 to Accounts.
AUDITORS
K.N. Gutgutia & Co., Chartered Accountants, Statutory Auditors of the
Company retires at the conclusion of the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the assistance
and co-operation received from Members of the Company and other
business associates and look forward to their continued support.
Your Directors also wish to place on record their appreciation for the
devoted services of the employees of the Company.
For and on behalf of the Board of Directors
Place: Noida R.K.Gupta G.R.Goenka
Date :29,h May, 2013 Executive Director Director
Mar 31, 2012
The Directors present their Annual Report together with Audited
Accounts of the Company for the year ended on 31st March, 2012
FINANCIAL RESULTS
The Results are summarized below: (Rs. in Lacs)
Year ended on Year ended on
31.03.2012 31.03.2011
Revenue from
Operations (excluding
excise duty) 490.96 498.73
Other income & provisions
no longer required written back 12.67 94.31
Expenses 466.22 471.41
Profit/(Loss) before
Depreciation & Tax 37.41 121.63
Depreciation 35.95 19.23
Provision for income tax (MAT) - -
Excess provision of Income
Tax of earlier years written back - (5.87)
Net Profit after tax 1.46 108.27
Less : Deferred tax assets adjusted 50.00 50.00
Net Profit/(Loss) Carried
to Balance Sheet (48.54) 58.27
OPERATIONS & GENERAL REVIEW
During the year, the Company continued its activities in manufacturing,
trading and transportation of Industrial Gases. The revenue from
operations for the current year were Rs. 490.96 Lacs as against revenue
of Rs. 498.73 Lacs in the previous year. The sales decreased as
compared to previous year due to increased competition in the market.
However the Company expects to improve its performance in the current
year.
REGISTRATION WITH BIFR
The Company is registered with BIFR as a Sick Industrial Company under
the provisions of the Sick Industrial Companies (Special Provisions)
(SICA) Act, 1985.
DIVIDEND
In view of accumulated losses, your Directors are not in a position to
recommend any dividend for the year ended 31st March, 2012. PUBLIC
DEPOSITS
At the end of the year, there were no outstanding Public Fixed
deposits.
DIRECTORS
Shri U.S. Bhartia a Director of the Company retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself
for re-appointment.
DIRECTORSÃ RESPONSIBILITY STATEMENT
That in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
That the Directors have selected such accounting policies and applied
them consistently and made judgmentsà and estimates 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 or
loss of that year.
That the Directors have taken proper and sufficient care 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.
That the Directors have got prepared the annual accounts on a going
concern basis.
MANAGEMENT DISCUSSIONS AND ANALYSIS Financial Performance
During the year the Company continued its activities in manufacturing
and trading of Industrial Gases. The revenue from operations for the
year is Rs. 490.96 lacs and the other income including liabilities and
provisions written back is Rs. 12.67 lacs. The net profit after tax is
Rs. 1.46 lacs. However after adjustment of deferred tax assets
amounting to Rs. 50.00 Lacs the net loss carried to balance sheet is
Rs.48.54 Lacs. The net accumulated loss at the year end is Rs. 1218.27
lacs.
Business/ Industry Outlook
There is a good demand of Industrial Gases in and around Faridabad, but
the competition has also increased in the market. However the Company
expects to improve its performance in the coming years. The Company is
also trying to generate income from its vacant factory sheds by grant
of lease for warehousing.
Internal Control System
The internal audit of the Company is periodically conducted by a firm
of Chartered Accountants and the Audit Committee reviews the reports
and internal control systems.
Human Resource
The Company considers the quality of its human resources to be an
important asset.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is annexed. AuditorsÃ
certificate on compliance of conditions of the Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with the Stock
Exchanges is also annexed.
PARTICULARS OF EMPLOYEES
None of the CompanyÃs employees has drawn salary more than Rs. 60
Lacs per Annum, if employed throughout the year and more than Rs Five
Lacs per month if employed for part of the year. Hence, information
required under section 217(2A) of the Companies Act, 1956 read with the
Companies ( Particulars of Employees) Rules, 1975 as amended is not
applicable to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
& 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 is annexed hereto and forms part
of this Report.
AUDITORSÃ REPORT
The Notes referred to in the Auditorsà Report are self-explanatory
and it is also clarified in Note No. 26 to Accounts.
AUDITORS
K.N. Gutgutia & Co., Chartered Accountants, Statutory Auditors of the
Company retires at the conclusion of the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the assistance
and co-operation received from Share holders and other business
associates and look forward to their continued support.
Your Directors also wish to place on record their appreciation for the
devoted services of the employees of the Company.
For and on behalf of the Board of Directors
Place: Noida R.K.Gupta G.R. Goenka
Date : 25th June, 2012 Executive
Director Director
Mar 31, 2010
The Directors present their Annual Report together with Audited
Accounts of the Company for the year ended on 31st March, 2010
FINANCIAL RESULTS
The Results are summarised below:
(Rs. in Lacs)
Year ended Year ended
on on
31.03.2010 31.03.2009
Gross Sales (including excise duty) 427.76 338.88
Other income & Liabilities & provisions
no longer required written back 88.83 52.23
Expenses 487.67 370.91
Interest 0.77 0.89
Profit/(Loss) before Depreciation & Tax 28.15 19.31
Depreciation 11.17 9.94
Provision for fringe benefit Tax - 0.72
Provision for income tax (MAT) 2.84 0.96
Income tax of earlier years 1.73 -
Net Profit aftertax 12.41 7.69
Less: Deferred Tax-Assets adjusted - 50.00
Net ProfitZ(Loss) Carried to Balance
Sheet 12.41 (42.31)
OPERATIONS & GENERAL REVIEW
During the year, the Company continued its activities in manufacturing
and trading of Industrial Gases. The sales for the current year was
Rs.427.76 Lacs as against sales of Rs. 338.88 Lacs in the previous
year. The Company expects to further improve its performance in the
current year.
REHABILITATION SCHEME
The net worth of the Company became positive in November 2006 and
thereafter the Company applied to BIFR for de-registration of the
Company from the purview of Sick Industrial Companies (Special
Provisions) (SICA) Act, 1985. However, the decision of the BIFR in
this matter is still awaited.
DIVIDEND
In view of accumulated losses, your Directors are not in a position to
recommend any dividend for the year ended 31st March, 2010.
PUBLIC DEPOSITS
At the end of the year, there were no outstanding Public Fixed
deposits.
DIRECTORS
Shri G.R. Goenka a Director of the Company retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself
for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
That in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
That the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates 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 or
loss of that year.
That the Directors have taken proper and sufficient care 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.
That the Directors have got prepared the annual accounts on a going
concern basis.
MANAGEMENT DISCUSSIONS AND ANALYSIS Financial Performance
During the year the Company continued its activities in manufacturing
and trading of Industrial Gases. The turnover for the year is Rs.
427.76 lacs and the other income including liabilities and provisions
written back is Rs. 88.83 lacs. The net profit after tax from the
operations of the current year is Rs. 12.41 lacs. The net accumulated
loss at the year end was Rs. 1228 lacs.
Business/ Industry Outlook
There is a good demand of Industrial Gases in and around Faridabad and
hence the Company expects to improve its performance in this area in
the coming years. The Company also expects to continue to generate
income from its industrial sheds by providing warehousing and storage
services.
Internal Control System
The internal audit of the Company is periodically conducted by a firm
of Chartered Accountants and the Audit Committee reviews the reports
and internal control systems.
Human Resource
The Company considers the quality of its human resources to be an
important asset.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is annexed. Auditors
certificate on compliance of conditions of the Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with the Stock
Exchanges is also annexed.
PARTICULARS OF EMPLOYEES
None of the Companys employees has drawn salary more than Rs. 24 Lacs
per annum, if employed throughout the year and more than Rs. two Lacs
per month if employed for part of the year. Hence, information required
under section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees)(Amendment) Rules, 2000 is not
applicable to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
& 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 is annexed hereto and forms part
of this Report.
AUDITORS REPORT
The Notes referred to in the Auditors Report are self-explanatory and
it is also clarified in Schedule K of Notes to
Accounts.
AUDITORS
K.N. Gutgutia & Co., Chartered Accountants, Auditors of the Company
retires at the conclusion of the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the assistance
and co-operation received from Share holders and other business
associates and look forward to their continued support.
Your Directors also wish to place on record their appreciation for the
devoted services of the employees of the Company.
For and on behalf of the Board of Directors
Place: New Delhi R.K.Gupta G.R..Goenka
The 29th May 2010 Executive Director Director
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