DIRECTORS' REPORT TO THE MEMBERS Your Directors present their Annual Report together with Audited Financial Statements of the Company for the year ended on 31st March, 2015 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. 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: 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. 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. 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. CORPORATE GOVERNANCE 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 R.K.Gupta Executive Director DIN:00423525 G.R. Goenka Director DIN:00133700 Place: Noida Date : 22 May, 2015 |