DIRECTOR'S REPORT Your directors have pleasure in presenting their 41st Annual Report, together with the financial statement of the Company, for the financial year ended 31st March, 2015 as follows: OPERATIONS REVIEW The Company's oxygen plants at Khetri Nagar, Rajasthan continued to remain closed because its main purchaser Hindustan Copper Ltd (HCL) has not yet restarted its smelter plant operation. This resulted in huge financial losses to the Company. DIVIDEND In view of loss, the Board of Directors does not recommend any dividend for the year ended March 31, 2015. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report on the operations and financial position of the Company has been provided as Annexure A which forms part of the Directors' Report. DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES There are no subsidiary or associate companies. PUBLIC DEPOSITS During the year, the Company has not invited or accepted any deposit from the public under Section 73 of the Companies Act, 2013. No public deposit is outstanding. LISTING The equity shares of Company are listed at Bombay Stock Exchange Limited (BSE). The Company has not paid the listing fee for the year 2015-16 to BSE due to financial constraint. TRANSFER OF RESERVES Your Company has suffered huge losses, so no amount has been transferred to the General reserves during the year. SHARE CAPITAL Paid up Share Capital of Company is 16742459 equity shares of Rs. 10/- each. There is no change in the Authorized, Issued, Subscribed and Paid up share capital of the Company during the period under review. DIRECTORS, KEY MANAGERIAL PERSONS AND CHANGES THEREIN Mr. Vivek Sharma (DIN 00041217), director of the Company resigned during the year. Mrs. Shachi Bharadwaj (DIN: 07232850) was appointed as an additional director with effect from 8thJuly, 2015 in terms of Section 161(1) of the Companies Act, 2013 and as per the Article of Association of the Company to hold office up to the date of this Annual General Meeting. The Company has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013, proposing her candidature for the office of a Director. The Company has received consent in writing to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that she is not disqualified under Section 164(2) to act as Director. In the opinion of the Board, she is eligible to be appointed as Director of the Company and her appointment required the approval of members at the ensuing Annual General Meeting. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134 (5) of the Companies, Act, 2013, the Directors hereby confirm: i) That in preparation of annual accounts for the financial year, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) That they have selected such accounting policies described in the notes to accounts which have been applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year 2014-2015 and of the Profit & Loss of the company for the period under report; iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) We have prepared the annual accounts on a going concern basis; v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. MEETINGS A calendar of meetings is prepared and circulated in advance to the Directors. During the year 04 (four) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013. DECLARATION BY INDEPENDENT DIRECTORS The Independent Directors namely, Mr. Ganga Charan (DIN: 00387567) and Mr. Kailash Chand Kedia (DIN: 01243510) have given their declarations that they met the criteria of independence as prescribed under Section 149(6) of the Companies Act,2013. DETAILS OF POLICIES I. Nomination and Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Company's Remuneration Policy is available on the Company's website at www.bglgroup.in II. Risk Management Policy Business Risk evaluation and Management is an ongoing process within the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the company has not identified any element of risk which may threaten the business (or) existence of the Company. III. Whistle Blower Policy - Vigil Mechanism Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanism for employees and directors of the Company to approach the Chairman of the Audit Committee to ensure adequate safeguards against victimization. This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization. The detail of establishment of the Vigil Mechanism Policy is available on the Company's website at www.bglgroup.in IV. CORPORATE GOVERNANCE As required by Clause 49 (VI) of the listing agreement entered into by the Company with the Stock Exchanges, a detailed report on corporate governance is provided as Annexure B which forms part of the Directors' Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard. AUDITORS AND AUDITORS' REPORT Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Chaturvedi & Partners, Chartered Accountants, New Delhi (Firm Registration No. 307068E), were appointed as statutory auditors of the Company from the conclusion of the 40thannual general meeting (AGM) of the Company held on 30th September, 2014 till the conclusion of the 43rd AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. Information and explanation on remarks in the Auditors' Report: i. In respect of auditors' observation regarding non-provision for receivables, doubtful advances aggregating to Rs. 64,949,701 as to when and to what extent said amount would be recovered, it is submitted that company is trying to get confirmation from the customers/external parties and expects to receive the same by the end of upcoming quarter i.e. 30th September, 2015. ii. In respect of auditors' observation regarding expiry of gas supply agreement and restoration of Company's operation, it is submitted that company is negotiating the extension of the same for the period HCL smelter remained closed as consented by them earlier. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 is given in Annexure C which forms part of the Directors' Report. LOANS AND INVESTMENTS The particulars of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 are provided in the Note No.25 forming part of the Financial statement, which forms a part of the Annual Report. During the year under review, all the transactions entered into by the company with related parties as defined under the Companies Act, 2013 and clause 49 of the Listing Agreement were in ordinary course of business and on arm's length basis. There were no materially significant transaction with the related parties during the financial year which were in conflict with the interests of the company. Disclosure of transactions with related parties as required under the Accounting Standard (AS-18) has been made in the notes forming part of Financial Statement. The prescribed Form AOC-2 is appended in Annexure D which forms part of this report. MANAGERIAL REMUNERATION The details of employees/managerial persons remuneration as required to be given U/s 197 of the Companies Act, 2013 read along with Rule 5(2) of the Companies (Appointment and remuneration of managerial personnel) Rule 2014 as applicable is attached herewith as Annexure E. DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON EXECUTIVE INDEPENDENT DIRECTOR VIS-A-VIS THE COMPANY There is no pecuniary relation ships or transactions of the non executive independent director vis-a-vis the company for the period ending March 31, 2015. BOARD'S EVALUATION Pursuant to the provisions of Section 134 (3) (p) the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. While independent directors in their separate meeting have carried out to assess the performance of Chairman and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by the entire Board. The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board of Directors and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance. ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly. SECRETARIAL AUDITORS As per provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company is required to appoint Secretarial Auditor to carry out secretarial audit of the Company. The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure F and forms part of this report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure G. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint on sexual harassment during the financial period ended March 31, 2015. PARTICULARS OF EMPLOYEES Disclosures pertaining to remuneration & other details as required U/S 197 read with relevant rule of the Companies (appointment & remuneration of managerial personnel) rule 2014. There is no employee under this category. ACKNOWLEDGEMENT Directors place on record their thanks for the assistance and co-operation received from Banks and all other customers for their continued support and patronage. Your Directors also wish to place on record the dedicated and devoted services rendered by all personnel of the Company. Regd. office: Banawas, Khetri Nagar, Jhunjhunu, Rajasthan-333504 CIN: L24111RJ1974PLC005789 For Bhagawati Gas Limited Rakesh Samrat Bhardwaj Chairman Date: 14th August, 2014 |