REPORT OF THE BOARD OF DIRECTORS To, The Members Your Directors have pleasure in presenting the Thirty Fifth Annual Report of your company together with the Audited Statements of Accounts for the year ended 31st March, 2015. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR During the year under review, the Company earned a total revenue of Rs.4,51,81,302/- against Rs. 2,96,19,107/- of the previous year. The net profit after tax incurred by the Company for the year under review has been Rs. 15,51,965/- against the profit after tax of Rs. 15,90,124/- achieved by the Company for the previous year. CHANGE IN NATURE OF BUSINESS There is no change in the nature of business of the Company. DIVIDEND In view of inadequate profits, your Directors are unable to declare any dividend for the year ended 31st March 2015. DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. SHARE CAPITAL: Presently, the Share Capital of the Company is Rs. 1,98,00,000/- divided into 19,80,000 Equity Shares of Rs. 10/- each. CORPORATE GOVERNANCE: Your company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the following forms part of this Annual Report: 1. Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel; 2. Management Discussion and Analysis; 3. Report on the Corporate Governance and 4. Auditors Certificate regarding compliance of conditions of Corporate Governance. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: During the period under review, the provisions of CSR is not applicable to the Company. Hence, your directors have not constituted the Corporate Social Responsibility Committee. SUBSIDIARY COMPANIES: The Company does not have any subsidiary company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company has not given any loans, guarantees or made any investments under Section 186 of the Companies Act, 2013 during the financial year 2014-2015. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 are as under; A. Conservation of Energy, Technology Absorption: The Company operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy. As an ongoing process, the following measures are undertaken. (a) Conservation of energy measures taken: The Board of Directors has taken following steps to conserve the energy: • Switching off lights, A/C and computers whenever not used. • Power utilization on all computers, pantry and cabins. • Planning to replace lights with low energy consumption units. • The Board is considering the option of using solar energy resources. • Controlled the energy consumption by optimizing the temperature inside the office premises is the major contributor for the energy conservation for the stores. • Optimized lighting consumption by strictly controlling the operating hours as per the usage pattern. Impact: After constant monitoring and effective utilization, the company's electricity bill has shown reduction. The board is constantly taking initiatives and steps to reduce the bills and is optimist for a favorable output. The Board is also using energy saver equipments. B. Foreign Exchange Earnings And Outgo There were no foreign exchange earnings and outgo during the year under review. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: The Company does not have any employees drawing remuneration in excess of the limits specified in Section 197(12) read with Rule 5 of (Appointment and remuneration of managerial Personnel) Rules, 2014. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: There were no contracts or arrangements entered into by the company in accordance with provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with Related Parties during the financial year 2014-15. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements. The policy on Related Party Transactions was approved by the Board of Directors. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. RISK POLICY: Pursuant to the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has in place a robust business Risk Management framework to identify and evaluate business risks and opportunities. At present, the Company has not identified any element of risk which may threaten its existence. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilizations of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your company's operation. DIRECTOR'S RESPONSIBILITY STATEMENT: To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. 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 period. c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. The directors have prepared the annual accounts on a going concern basis. e. 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. f. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. DIRECTORS AND KEY MANAGERIAL PERSONNEL: The Board of Directors had appointed Mrs. Neelam Shorewala (DIN: 01637681) as an Additional Woman Director in the category of Non-Executive Director with effect from 30th March, 2015. In accordance with the provisions of the Companies Act, 2013, Mr. Rohith Shorewala (DIN: 01650221) retire by rotation at the ensuing AGM and being eligible offers himself for reappointment. Mr. Rohith Shorewala is not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013. Brief profile of Mr. Rohith Shorewala and Mrs. Neelam Shorewala, who are to be re-appointed, as stipulated under Clause 49 of the ListingAgreement are furnished in the Notice of the ensuing AGM. The Board of Directors of your Company recommends the re-appointment of Mr. Rohith Shorewala and Mrs. Neelam Shorewala at the ensuing AGM. MEETINGS The Board of Directors of your Company met 7 Times during the year to carry the various matters. The Meetings were convened on 30/05/2014, 11/08/2014, 26/08/2014, 30/09/2014 12/11/2014, 12/02/2015 and 30/03/2015 respectively and further details of which are given in the Corporate Governance Report forming part of this Annual Report. DECLARATION BY AN INDEPENDENT DIRECTORS - The Company has received declaration by all Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. BOARD EVALUATION - The Board of Directors has made the formal annual evaluation of its own performance and that of its committees and individual directors and found it to be satisfactory. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY - The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. NOMINATION AND REMUNERATION COMMITTEE - The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. STAKEHOLDERS' RELATIONSHIP COMMITTEE The composition and terms of reference of the Stakeholders' Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. KEY MANAGERIAL PERSONNEL In terms of the provisions of Section 203 of the Act, Mr. Satish S. Shorewala, Manging Director, Mr. Rohith Shorewala - Whole Time Director and Mr. Manohar Shetage, Chief Financial Officer are the Key Managerial Personnel of your Company. AUDIT COMMITTEE: The Audit Committee comprises of Mr. C. P. Singhania serves as the Chairman of the Committee and Mr. Satish Shorewala and Dr. Paras Gandhi are other members. The terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. All the recommendations made by the Audit Committee during the year were accepted by the Board. VIGIL MECHANISM: The Company has a vigil mechanism and Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement to deal with instance of fraud and mismanagement, if any, and to report concerns about unethical behavior, wrongful conduct and violation of the Company's code of conduct or ethics policy. The details of the said Policy are explained in the Corporate Governance Report. AUDITORS: Statutory Auditors- At the Annual General Meeting held on 30th September, 2014, M/s. Bhuwania & Agarwal Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the financial year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Bhuwania & AgarwalAssociates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if their ratification is confirmed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. STATUTORY AUDITORS' OBSERVATIONS: The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITORS: In terms of the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. Anish Gupta & Associates, Company Secretaries, Mumbai as Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year 31.3.2015. The report of the Secretarial Auditor is annexed herewith as "Annexure [A]" SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD: 1. The Company has not appointed Company Secretary as KMP under section 203 of the Companies Act, 2013 and Compliance Officer as per Listing Agreement: The Company will ensure the compliances. 2. The Company has not updated its websites with results, shareholding patterns, annual report and policies and other information as required under the Companies Act and the Listing Agreement: The Company will ensure the compliances. 3. The Company has refundable application money unpaid for more than 7 years and is yet to be transferred to Investor Education and Protection Fund: The Company will ensure the compliances. 4. There are delays and non-submission of forms as required under the Companies Act, 2013 with the Registrar of Companies: The Company will ensure the compliances. EXTRACT OF ANNUAL RETURN: In terms of the provisions of Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2015 is given in "Annexure B". OTHER DICLOSURES • There were no material changes and commitments affecting the financial position of your Company between end of the financial year and the date of this report. • Your Company has not issued any shares with differential voting. • There was no revision in the financial statements. • Your Company has not issued any sweat equity shares. • During the year your Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: The Company is committed to provide a safe & conducive work environment to its employees. Though the Company is not required to adopt the policy, however it ensures the safety of its women employees at workplace. During the year under review, no case of sexual harassment was reported. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code 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. ACKNOWLEDGEMENT The Board of Directors wishes to express their deep sense of appreciation and gratitude to all Employees, Bankers and Clients for their assistance, support and co-operation extended by them. In the end, the Directors, wish to sincerely thank all shareholders for their continued support. By order of the Board For ABC Gas (International) Ltd. S.P. Shorewala Chairman DIN:-00088077 Place:-Mumbai Date:-12.08.2015 Registered Office: 1 Mahesh Villa, B.G. Kher Road, Worli, Mumbai - 400 018 |