DIRECTORS' REPORT. Dear members Your Directors have pleasure in presenting the 29th Annual Report together with audited accounts for the year ended on 31st March, 2015. OPERATIONS The company has incurred net profit of Rs 7 lac as against loss of Rs.46 lac during previous year. The accumulated losses as on 31.3.15 are Rs 371 lacs as against Rs 380 of last year. The accumulated losses are on account of losses incurred in LPG business. There is revival of LPG business in a small way because of the recent change of policy in selling LPG by Govt owned oil companies. The company has also started LPG cylinder filling for LPG Infrastructure India Ltd and has also done cylinder testing for BPCL DIVIDEND. In view of the accumulated losses, the Board of Directors regret to recommend any dividend for the year 2014-2015. DIRECTOR Shri V.K.Khanna a Independent Director is retiring by rotation at the ensuring Annual General Meeting and being eligible offer himself for re-appointment as Independent Director for a period of 5 years upto 29 September 2020 Smt. Rekha Maheshwary was appointed as additional director (woman director ) on 31.3.2015 by the Board of Directors. The company has not received proposal from any shareholder for her appointment as Woman Director for the consideration by the member in AGM. DIRECTORS' RESPONSIBILITY STATEMENT The Directors indicate that they have taken reasonable and bonafide care that : 1. In preparation of the annual accounts, the applicable accounting standards have been followed, and in case of any deviation, necessary explanation has been given and incorporated in director's report to the members. 2. The directors have selected such accounting policies and applied them consistently and made judgments 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 profits of the Company for that period. 3. 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. 4. Directors have prepared the Annual Accounts on a "going concern" basis. CORPORATE GOVERNANCE A separate report on corporate governance along with the General Shareholders information, as prescribed under the listing agreement, is annexed as a part of the Annual Report along with the Auditor's Certificate on Corporate Governance. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in the Form MGT-9 are enclose as per annexure to this report. AUDIT COMMITTEE Persuant to the provisions of section 177 of Companies Act, 2013 your Company has Audit Committee consisting of two Independent Directors - Mr. R.L.Chhabra( independent director ) as Chairman and Mr V.K.Khanna ( independent director ) and Mr. Gagan Maheshwary as members. DECLARATION OF INDEPENDENCE Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules made there under as well as Clause 49 of the Listing Agreement. PUBLIC DEPOSITS. During the financial year 2014-15, your company has not accepted any deposits within the meaning of section 73 and 76 of the Companies Act, read with the Companies (Acceptance f Deposits) Rules, 2014 and other applicable laws and as such no amount of principle or interest was outstanding as on date of the Balance Sheet. Company has received unsecured deposit from the Directors and related parties. Company is holding deposit from directors as on 31,3,2015 and deposit from related parties have been paid back during 2014-15 STATUTORY AUDITORS. The present auditors of the company M/s Dilip K Neema & Associates Charted Accountants are retiring at the conclusion of the annual general meeting and being eligible offer themselves for reappointment. As required under the provisions of sec 139 of the Companies Act 2013, the company has obtained written consent from M/s Dilip K Neema and Associates that their reappointment if made would be in conformity with the limits specified in the said section. None of the directors of the company and their relative is concerned or interested financially or otherwise in the resolution for the appointment of M/s Dilip K Neema & Associates Charted Accountants as Statutory Auditors The Board of Directors also recommend the reappointment of M/s Dilip K Neema & Associates Charted Accountants as statutory auditors to hold office for two consecutive years till the conclusion of 31st annual general meeting. AUDITORS' REPORT, ACCOUNTING STANDARDS AND POLICIES. The Audit Committee and the Board of Directors have considered and approved the accounting policy. Deviation if any from the applicable Accounting Standards in the preparation of the Annual Statement, necessary observations/ explanation of the Board are given. The notes to accounts referred to in the Auditor's Report are self-explanatory and therefore, do not call for any further comments. SECRETARIAL AUDITOR M/s R.Lohia and Co Practicing Company Secretary ( membership no 2694 ) was appointed as Secrtariate Auditor to conduct the secretariat audit of the company for the financial year 201415 as required under section 204 of the Companies Act 2013 and rules made thereunder. The secretariat audit report for the financial year 2014-15 is annexed as annexed and which forms part of this report. CORPORATE SOCIAL RESPONSIBILITY ( CSR ) With regard to the year under review, the company was not required to spend any amount on CSR activities in view of the accumulated losses PERSONAL RELATIONS Your company continues to enjoy cordial relations with its employees. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING AND OUTGO 1. Conservation of energy The operations of your company are not energy intensive. Because of limited use of electricity, no additional step was taken for the conservation of energy. Power consumption during the was 20,957 units costing Rs 2,01,320 as against 17,969 units costing Rs 1,96,124 of last year. 2. Technology absorption, adoption & innovation: For the company's existing product line there is no technical collaboration, either indigenous or imported. No new technology was absorbed or adopted during the year. 3. Foreign exchange earning and outgo: There is no foreign exchange earning or out go during the year. PARTICULARS OF EMPLOYEE No person in the employment of the company was in receipt of remuneration which attracted provisions of the Companies Act and rules made there under. There is no women employee only roll of the company. For and behalf of the Board of Directors K.R.Maheshwary Chairman Place: Indore Dated: 20.8.2015 |