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Directors Report of Hindustan Wires Ltd.

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.

DIRECTORS’ 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 ‘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, 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 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:

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 & 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

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 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.

AUDITORS’ 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 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.

The Clause 49 of the Listing Agreement 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 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 arm’s 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 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 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, 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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