Your Directors have pleasure in presenting the Thirty Fifth Annual Report of yourcompany together with the Audited Statements of Accounts for the year ended 31st March2015.
Financial summary or highlights/Performance of the Company (Standalone)
| || ||(Rs. In Lacs) |
|Particulars ||Standalone ||Standalone |
|Particulars ||2014-2015 ||2013-14 |
|Total Income ||451.81 ||296.19 |
|Total Expenditure ||436.59 ||276.11 |
|Profit/(Loss) before taxation ||17.10 ||20.49 |
|Provisions for tax ||1.48 ||4.59 |
|Profit/(Loss) after taxation ||15.52 ||15.90 |
|Balance carried forward to Balance Sheet ||15.52 ||15.90 |
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.45181302/-against Rs. 29619107/- of the previous year. The net profit after tax incurred by theCompany for the year under review has been Rs. 1551965/- against the profit after tax ofRs. 1590124/- 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.
In view of inadequate profits your Directors are unable to declare any dividend forthe year ended 31st March 2015.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
Presently the Share Capital of the Company is Rs. 19800000/- divided into 1980000Equity Shares of Rs. 10/- each.
Your company complies with the provisions laid down in Corporate Governance laws. Itbelieves in and practices good corporate governance. The Company maintains transparencyand also enhances corporate accountability. Pursuant to Clause 49 of the Listing Agreementwith the stock exchanges the following forms part of this Annual Report:
1. Declaration regarding compliance of Code of Conduct by Board Members and SeniorManagement 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.
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 Section186 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 foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013are as under;
A. Conservation of Energy Technology Absorption:
The Company operations do not account for substantial energy consumption. However theCompany is taking all possible measures to conserve energy. As an ongoing process thefollowing measures are undertaken.
(a) Conservation of energy measures taken:
The Board of Directors has taken following steps to conserve the energy: Switching offlights A/C and computers whenever not used. Power utilization on all computers pantryand cabins.
Planning to replace lights with low energy consumption units. The Board is consideringthe option of using solar energy resources.
Controlled the energy consumption by optimizing the temperature inside the officepremises is the major contributor for the energy conservation for the stores.
Optimized lighting consumption by strictly controlling the operating hours as per theusage pattern.
After constant monitoring and effective utilization the company's electricity bill hasshown reduction. The board is constantly taking initiatives and steps to reduce the billsand is optimist for a favorable output. The Board is also using energy saver equipments.
(b) Technology absorption measures:
|(i) The efforts made towards Technology Absorption ||The Company is searching for the advance technology which can be used in the Company's premises. |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||The benefits will be seen in future. |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||-- |
|(a) the details of technology imported ||-- |
|(b) the year of import; ||-- |
|(c) whether the technology been fully absorbed ||-- |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||-- |
|(iv) the expenditure incurred on Research and Development ||-- |
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 limitsspecified in Section 197(12) read with Rule 5 of (Appointment and remuneration ofmanagerial Personnel) Rules 2014.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements entered into by the company in accordance withprovisions of Section 188 of the Companies Act 2013.
There were no materially significant transactions with Related Parties during thefinancial year 2014-15. Suitable disclosures as required under AS-18 have been made in theNotes to the financial statements.
The policy on Related Party Transactions was approved by the Board of Directors. Noneof the Directors has any pecuniary relationships or transactions vis--vis the Company.
Pursuant to the applicable provisions of the Companies Act 2013 and Clause 49 of theListing Agreement the Company has in place a robust business Risk Management framework toidentify and evaluate business risks and opportunities. At present the Company has notidentified 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 itsoperations. Internal control systems comprising of policies and procedures are designed toensure sound management of your Company's operations safekeeping of its assets optimalutilizations of resources reliability of its financial information and compliance.
Systems and procedures are periodically reviewed to keep pace with the growing size andcomplexity of your company's operation.
DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the period.
c. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
f. The directors had devised proper system to ensure compliance with the provisions ofall 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 anAdditional Woman Director in the category of Non-Executive Director with effect from 30thMarch 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 himselffor reappointment.
Mr. Rohith Shorewala is not disqualified from being appointed as a Director asspecified in terms of Section 164 of the Companies Act 2013.
Brief profile of Mr. Rohith Shorewala and Mrs. Neelam Shorewala who are to bere-appointed as stipulated under Clause 49 of the Listing Agreement are furnished in theNotice of the ensuing AGM. The Board of Directors of your Company recommends there-appointment of Mr. Rohith Shorewala and Mrs. Neelam Shorewala at the ensuing AGM.
The Board of Directors of your Company met 7 Times during the year to carry the variousmatters. The Meetings were convened on 30/05/2014 11/08/2014 26/08/2014 30/09/201412/11/2014 12/02/2015 and 30/03/2015 respectively and further details of which are givenin 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 thecriteria of independence as provided in sub-section (6) of Section 149 of the CompaniesAct 2013 and Clause 49 of the Listing Agreement.
BOARD EVALUATION -
The Board of Directors has made the formal annual evaluation of its own performance andthat 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 Committeeadopted the Remuneration Policy which inter-alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration. 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 hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
TERMS OF APPOINTMENT & REMUNERATION CFO
Mr. Manohar Shetage CFO w.e.f 30th September 2014
| ||CFO |
|Period of Appointment ||No period is fixed |
|Salary Grade ||223500 p.a |
|Allowances ||Nil |
|Perquisites ||Nil |
|Retrial Benefits ||Nil |
|Performance Bonus ||Nil |
|Sign-on Amount ||Nil |
|Deferred Bonus ||Nil |
|Minimum Remuneration ||Nil |
|Notice Period & Severance Fees ||N.A. |
|Other ||N.A. |
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The composition and terms of reference of the Stakeholders' Relationship Committee hasbeen 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 MangingDirector Mr. Rohith Shorewala - Whole Time Director and Mr. Manohar Shetage ChiefFinancial Officer are the Key Managerial Personnel of your Company.
The Audit Committee comprises of Mr. C. P. Singhania serves as the Chairman of theCommittee and Mr. Satish Shorewala and Dr. Paras Gandhi are other members. The terms ofreference of the Audit Committee has been furnished in the Corporate Governance Reportforming a part of this Annual Report. All the recommendations made by the Audit Committeeduring the year were accepted by the Board.
The Company has a vigil mechanism and Whistle Blower Policy in terms of Section 177 ofthe Companies Act 2013 and revised Clause 49 of the Listing Agreement to deal withinstance of fraud and mismanagement if any and to report concerns about unethicalbehavior wrongful conduct and violation of the Company's code of conduct or ethicspolicy. The details of the said Policy are explained in the Corporate Governance Report.
At the Annual General Meeting held on 30th September 2014 M/s. Bhuwania & AgarwalAssociates Chartered Accountants were appointed as statutory auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in the financialyear 2017. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s Bhuwania & Agarwal Associates CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. In this regard the Company has received a certificate from the auditors tothe effect that if their ratification is confirmed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
STATUTORY AUDITORS' OBSERVATIONS:
The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.
In terms of the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. Anish Gupta & Associates Company Secretaries Mumbai as SecretarialAuditor 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 theCompanies Act 2013 and Compliance Officer as per Listing Agreement: The Company willensure the compliances.
2. The Company has not updated its websites with results shareholding patterns annualreport and policies and other information as required under the Companies Act and theListing Agreement: The Company will ensure the compliances.
3. The Company has refundable application money unpaid for more than 7 years and is yetto be transferred to Investor Education and Protection Fund: The Company will ensure thecompliances.
4. There are delays and non-submission of forms as required under the Companies Act2013 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 yourCompany for the financial year ended 31st March 2015 is given in "Annexure B".
There were no material changes and commitments affecting the financial position of yourCompany 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 revisionin the financial statements.
Your Company has not issued any sweat equity shares.
During the year your Company has not received any complaints under the SexualHarassment 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 itsemployees. Though the Company is not required to adopt the policy however it ensures thesafety of its women employees at workplace. During the year under review no case ofsexual harassment was reported.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
The Board of Directors wishes to express their deep sense of appreciation and gratitudeto all Employees Bankers and Clients for their assistance support and co-operationextended by them. In the end the Directors wish to sincerely thank all shareholders fortheir continued support.
| ||By order of the Board |
| ||For ABC Gas (International) Ltd. |
| ||S.P. Shorewala |
|Date:-12.08.2015 ||Chaiman |
|Place:-Mumbai ||DIN:-00088077 |
|Registered Office: || |
|1 Mahesh Villa B.G. Kher Road || |
|Worli Mumbai - 400 018 || |
ANNEXURE A TO BOARDS REPORT
SECRETARIAL AUDIT REPORT Form No. MR-3
For The Financial Year Ended On 31st March 2015
(Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014) To The Members
ABC GAS (INTERNATIONAL) LIMITED
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ABC GAS (INTERNATIONAL)LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also information provided bythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financial year ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: We have examined the books papers minute books forms and returnsfiled and other records maintained by ABC GAS (INTERNATIONAL) LIMITED for thefinancial year ended on 31st March 2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA) and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The Regulations and Guidelines to the extent applicable prescribed under theSecurities and Exchange Board of India Act 1992 ('SEBI Act') viz.:
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
We have also examined compliance with the applicable clauses of the Listing Agreementsentered into by the Company with the Stock Exchanges.
During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines etc. mentioned above except as mentioned below:
1. The Company has not appointed Company Secretary as KMP under section 203 of theCompanies Act 2013 and Compliance Officer as per Listing Agreement.
2. The Company has not updated its websites with results shareholding patterns annualreport and policies and other information as required under the Companies Act and theListing Agreement.
3. The Company has refundable application money unpaid for more than 7 years and is yetto be transferred to Investor Education and Protection Fund.
4. There are delays and non-submission of forms as required under the Companies Act2013 with the Registrar of Companies.
During the period under review provisions of the following regulations were notapplicable to the Company:
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations. 2008;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009: and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.
(i) Secretarial Standards issued by The Institute of Company Secretaries of Indiarelated to meetings and minute (since not approved by the Central Government) We furtherreport that The Board of Directors of the Company is duly constituted with proper balanceof Executive Directors Non-Executive Directors and Independent Directors. The changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes. We further report that there are adequate systems andprocesses in the company commensurate with the size and operations of the company tomonitor and ensure compliance with applicable laws rules regulations and guidelines.
We further report that during the audit period the company has no events/actions havinga major bearing on the Company's affairs in pursuance of the above referred laws rulesregulations guidelines standards etc;
| ||For Anish Gupta & Associates |
| ||Company Secretaries |
| ||Anish Gupta |
|Place: Mumbai ||Proprietor |
|Date: 12.08.2015 ||FCS 5733 / CP No. 4092 |
Annexures to the Board's Report
ANNEXURE - 1
ABC Gas (International) Limited
My report of even date is to be read along with this letter.
1. It is management's responsibility to identify the Laws Rules RegulationsGuidelines and Directions which are applicable to the Company depending upon the industryin which it operates and to comply and maintain those records with same in letter and inspirit. My responsibility is to express an opinion on those records based on our audit.
2. I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the process and practices I followed provide areasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Wherever required I have obtained the Management's Representation about thecompliance of Laws Rules Regulations Guidelines and Directions and happening eventsetc.
5. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
| ||For Anish Gupta & Associates |
| ||Company Secretaries |
| ||Anish Gupta |
|Place: Mumbai ||Proprietor |
|Date: 12.08.2015 ||FCS 5733 / CP No. 4092 |