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ABC Gas (International) Ltd.

BSE: 513119 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE173M01012
BSE LIVE 11:08 | 11 Dec 25.00 1.10
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P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
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Sell Price 25.00
Sell Qty 245.00
OPEN 25.00
CLOSE 23.90
VOLUME 5
52-Week high 26.95
52-Week low 12.55
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 25.00
Sell Qty 245.00

ABC Gas (International) Ltd. (ABCGASINT) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Thirty Seventh Annual Report of yourcompany together with the Audited Statements of Accounts for the year ended 31st March2017.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

Particulars

Standalone (Rupees)

2016-2017 2015-2016
Total Income 42434119 25069935
Total Expenditure 43915982 27522461
Profit/(Loss) before taxation (1304501) (2275164)
Provisions for tax (67188) (70777)
Profit/(Loss) after taxation (1237313) (2204387)

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. 42434119 /-against Rs. 25069935/- of the previous year. The loss after tax incurred by the Companyfor the year under review has been Rs. 12373131- against the loss after tax ofRs. 2204387/-.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

TRANSFER TO RESERVES

The company has not transferred any amount to reserves.

MATERIAL CHANGES & COMMITMENTS

During the year there were no material changes and commitments affecting financialposition of the company.

DIVIDEND

Due to loss during the year your Directors are unable to declare any dividend for theyear ended 31st March 2017.

DEPOSITS

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.

SHARE CAPITAL:

Presently the Share Capital of the Company isRs. 19800000/-divided into 1980000Equity Shares of Rs. 10/-each.

CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 compliance relating to Corporate Governance is not applicable for theListed Company having paid up equity share capital not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores on the last day of the previous financial year.

As your Company's paid up equity share capital is not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores Regulation 17 to 27 and Clauses (b) to (i) ofsub-regulation (2) of regulation 46 are not applicable and do not form a part of thisAnnual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES :

During this period under the provisions under section 135 in respect of CSR is notapplicable to the Company. Hence your Directors have not constituted the Corporate SocialResponsibility (CSR) 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 Section186 of the Companies Act 2013 during the financial year 2016-2017.

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:

6 Switching off lights A/C and computers whenever not used.

6 Power utilization on all computers pantry and cabins.

6 Planning to replace lights with low energy consumption units.

6 The Board is considering the option of using solar energy resources.

6 Controlled the energy consumption by optimizing the temperature inside the officepremises is the major contributor for the energy conservation for the stores.

6 Optimized lighting consumption by strictly controlling the operating hours as per theusage pattern.

Impact:

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

Particulars For the year ended 31st March 2017(INR) For the year ended 31st March 2016(INR)
Earnings in Foreign Currency NIL NIL
Expenditure in Foreign Currency 8532966 13363134

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.

RATIO OF REMUNERATION OF EACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5(1)(i) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the Company as the Company has not paid any remuneration to the ManagerialPersonnel during the year 31st March 2017.

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 2016-2017. Suitable disclosures as required under AS-18 have been made inthe Notes 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-a-vis the Company.

RISK MANAGEMENT POLICY:

The Company has formulated Risk Management Policy. The Board takes all necessary stepsto identify and evaluate business risks and opportunities and take corrective steps.

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 abng 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:

In accordance with the provisions of the Companies Act 2013 Mr. Satish Shorewala(DIN: 00055358) retire by rotation at the ensuing AGM and being eligible offers himselffor reappointment.

Brief profile of Mr. Satish Shorewala who is to be re-appointed as stipulated underprovisions of SEBI (LODR) Regulation 2015 is furnished in the Notes being part of the AGMNotice. The Board of Directors of your Company recommends the re-appointment of Mr. SatishShorewala at the ensuing AGM.

MEETINGS

The Board of Directors of your Company met 4 Times during the year to carry the variousmatters. The Meetings were convened on 30/05/201613/08/201614/11/2016 and 14/02/2017respectively and further details of which are gven in the Corporate Governance Reportforming part of this Annual Report.

Attendance of Directors at the Board Meeting is as under:

Sr. No. Name of Directors

No. of Meetings during FY 2016-2017

Held Attended
1 Mr. C. P. Singhania 4 4
2 Mr.ArunGaneriwal 4 4
3 Dr. Paras Gandhi 4 4
4 Mr. Satish Shorewala 4 4
5 Mr. S.P.Shorewala 4 4
6 Mrs. Neelam Satish Shorewala 4 4
7 Mr. Rohith Satish Shorewala 4 4

DECLARATION BY AN INDEPENDENT DIRECTORS-

The Company has received declaration by all Independent Directors) that they meet thecriteria of independence as provided in sub-section (6) of Section 149 of the CompaniesAct 2013.

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 KMPAND 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.

COMPOSITION OF AUDIT COMMITTEE:

The audit committee of the Company is constituted in accordance with Section 177 of theCompanies Act 2013.

The Audit Committee acts as a link among the Management the Statutory Auditors andthe Board of Directors to oversee the financial reporting process of the Company. TheCommittee's purpose is to oversee the quality and integrity of accounting auditing andfinancial reporting process including review of the internal audit reports and actiontaken report.

Composition of Audit Committee and attendance record of members for 2016-17.

Sr.

No.

Name of Directorship Chairman/Member Category

No. of Meetings during FY 2016-2017

Held Attended
1 Mr. C. P. Singhania Chairman Independent 4 4
2 Mr. Satish Shorewala Member Executive 4 4
3 Dr. Paras Gandhi Member Independent 4 4

During the Financial Year 2016-17 4 Meetings were held on 30th May 2016 13th August201614th November 2016 and 14th February 2017.

The necessary quorum was present for all the meetings.

COMPOSITION OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The stakeholder's relationship committee of the Company is constituted in accordancewith Section 178 of the Companies Act 2013.

Composition of Stakeholder's Relationship Committee and attendance record of membersfor 2016-17.

Sr. No. Name of Directorship Chairman/Member Category

No. of Meetings during FY 2016-2017

Held Attended
1 Mr. C. P. Singhania Chairman Independent 4 4
2 Mr. Arun Ganeriwal Member Independent 4 4
3 Dr. Paras Gandhi Member Independent 4 4

During the Financial Year 2016-174 Meetings were held on 30th May 2016 13th August201614th November 2016 and 14th February 2017.

The necessary quorum was present for all the meetings.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 203 of the Act Mr. Satish S. Shorewala- ManagingDirector Mr. Rohith Shorewala-Whole Time Director and Mr. Manohar Shetage-Chief FinancialOfficer are the Key Managerial Personnel of your Company.

VIGIL MECHANISM:

The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behaviour actual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of Directorsand employees who avail of the mechanism. In exceptional cases Directorsand employeeshave direct access to the Chairman of the Audit Committee.

AUDITORS:

Statutory Auditors

The term of existing Statutory Auditor M/s. Bhuwania & Agrawal Associates (Firm no.101483W) Chartered Accountants Mumbai is expiring in the ensuing Annual General Meeting.

Pursuant to the provisions of Section 139(2) 142 and other applicable provisions ifany of the Companies Act 2013 and the Rules framed thereunder as amended from time totime M/s. Shrawankumar & Co. (Firm Registration No. 1101121W) Chartered AccountantMumbai being eligible pursuant to Section 141 and consented to be the auditor is beingrecommended to be appointed as a Statutory Auditor of the Company for a term of five (5)consecutive years to hold office from the conclusion of this Annual General Meeting (AGM)till the conclusion of the 42nd AGM of the Company to be held in the year 2022(subject toratification of their appointment at every AGM)

STATUTORY AUDITORS' OBSERVATIONS:

Remark: The company has a pending balance of Rs. 9500 in respect to refund of sharesapplication money.

Justification: The Company with submit the same with the Investor Education andProtection Fund under the applicable provisions of the Companies Act.

Others remarks read with notes on financial statements referred to in the Auditors'Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS:

The Secretarial Audit was conducted during the year by the Secretarial Auditor M/s.Anish Gupta & Associates Practicing Company Secretaries. The Secretarial AuditorsReport is attached as "Annexure A".

SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:

1. The Company has not appointed Company Secretary as KMP as required under section 203of Companies Act 2013 and Compliance Officer as required under regulation 6 of SEBI(LODR) Regulations 2015: The Company is looking for a suitable candidate for the same butdue to weak financial problem and company have no major business activities no candidateis willing to join the company.

2. The Company has not appointed Internal Auditor during the period under review:- TheBoard will ensire its compliances

3. The Company is required to update its websites in respect of policies and otherinformation as required under the Companies Act and and Regulation 46 of SEBI (LODR)Regulations 2015:- The website is maintained it will be updated on timely basis.

4. The Company has refundable application money unpaid for more than 7 years and is yetto be transferred to Investor Education and Protection Fund:- The Board will ensure itscompliances.

5. The Company has not submitted Limited Review Report to the Stock Exchange as perRegulation 33(2)(c):- The Board will ensure its compliances.

6. The company has not complied with the regulation 31 (2) of SEBI (LODR) according towhich 100% shareholding of promoters shall be in Demat Form:- The Board will ensure itscompliances.

7. The Company has not published notices in newspaper as required under ListingGuidelines and regulatbn 47 of SEBI (LODR) Regulations 2015: Due to financial problemcompany is publishing the Financial Results and intimation of notice of board meetings issent to the stock exchange well in time.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS:

There are no orders passed by the regulators or courts or Tribunals impacting the goingconcern status and company's operation in future.

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 31 st March 2016 is given in "Annexure B".

OTHER DICLOSURES

• 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.

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.

ACKNOWLEDGEMENT

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.
Date:- 14.08.2017
Place:-Mumbai S.P. Shorewala
DIN:-00088077
Chairman
Registered Office:
1 Mahesh Villa B.GXher Road Worli
Mumbai-400 018