Your directors have pleasure in presenting their 41st Annual Reporttogether with the financial statement of the Company for the financial year ended 31stMarch 2015 as follows:
| || ||(Amount in `Lacs) |
|Particulars ||2014-15 ||2013-2014 |
|Gross Income ||29 ||14 |
|Gross Profit ||(63) ||(86) |
|(before extra ordinary items interest depreciation and tax) || || |
|Bad debts written off ||- ||- |
|Interest ||12 ||22 |
|Depreciation ||43 ||59 |
|Provision for Tax ||- ||- |
|Net Profit/(Loss) ||(63) ||(167) |
|Profit/(Loss) brought forward from last year ||- ||- |
|Profit/(Loss) carried to Balance Sheet ||(63) ||(167) |
The Company s oxygen plants at Khetri Nagar Rajasthan continued to remain closedbecause its main purchaser Hindustan Copper Ltd (HCL) has not yet restarted its smelterplant operation. This resulted in huge financial losses to the Company.
In view of loss the Board of Directors does not recommend any dividend for the yearended March 31 2015.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations and financial positionof the Company has been provided as Annexure A which forms part of the Directors'Report.
DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES
There are no subsidiary or associate companies.
During the year the Company has not invited or accepted any deposit from the publicunder Section 73 of the Companies Act 2013. No public deposit is outstanding.
The equity shares of Company are listed at Bombay Stock Exchange Limited (BSE). TheCompany has not paid the listing fee for the year 2015-16 to BSE due to financialconstraint.
TRANSFER OF RESERVES
Your Company has suffered huge losses so no amount has been transferred to the Generalreserves during the year.
Paid up Share Capital of Company is 16742459 equity shares of Rs. 10/- each. There isno change in the Authorized Issued Subscribed and Paid up share capital of the Companyduring the period under review.
DIRECTORS KEY MANAGERIAL PERSONS AND CHANGES THEREIN
Mr. Vivek Sharma (DIN 00041217) director of the Company resigned during the year.
Mrs. Shachi Bharadwaj (DIN: 07232850) was appointed as an additional director witheffect from 8thJuly 2015 in terms of Section 161(1) of the Companies Act 2013and as per the Article of Association of the Company to hold office up to the date of thisAnnual General Meeting.
The Company has received a notice in writing under the provisions of Section 160 of theCompanies Act 2013 proposing her candidature for the office of a Director. The Companyhas received consent in writing to act as Director in Form DIR-2 and intimation in FormDIR-8 to the effect that she is not disqualified under Section 164(2) to act as Director.
In the opinion of the Board she is eligible to be appointed as Director of the Companyand her appointment required the approval of members at the ensuing Annual GeneralMeeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 theDirectors hereby confirm:
i) That in preparation of annual accounts for the financial year the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; ii) That they have selected such accounting policies described in the notes toaccounts which have been applied them consistently and made judgments and estimates thatare responsible and prudent so as to give a true & fair view of the state of affairsof the company at the end of financial year 2014-2015 and of the Profit & Loss of thecompany for the period under report;
iii) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv) We have prepared the annual accounts on a going concern basis;
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year 04 (four) Board Meetings were convened and held. The details of which are givenin the Corporate Governance Report. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors namely Mr. Ganga Charan (DIN: 00387567) and Mr. KailashChand Kedia (DIN: 01243510) have given their declarations that they met the criteria ofindependence as prescribed under Section 149(6) of the Companies Act2013.
DETAILS OF POLICIES
I. Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Company s Remuneration Policy is available on the Company s website atwww.bglgroup.in.
II. Risk Management Policy
Business Risk evaluation and Management is an ongoing process within the Organization.Pursuant to Section 134(3)(n) of the Companies Act 2013 the Board has framed a RiskManagement Policy for the Company. The Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the business and functions are systematically addressed through mitigatingactions on a continuing basis.
At present the company has not identified any element of risk which may threaten thebusiness (or) existence of the Company.
III. Whistle Blower Policy Vigil Mechanism
Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanismfor employees and directors of the Company to approach the Chairman of the Audit Committeeto ensure adequate safeguards against victimization. This policy would help to create anenvironment wherein individuals feel free and secure to raise an alarm whenever anyfraudulent activity takes place or is likely to take place. It will also ensure thatcomplainant(s) are protected from retribution whether within or outside the organization.The detail of establishment of the Vigil Mechanism Policy is available on the Company swebsite at www.bglgroup.in.
IV. CORPORATE GOVERNANCE
As required by Clause 49 (VI) of the listing agreement entered into by the Company withthe Stock Exchanges a detailed report on corporate governance is provided as AnnexureB which forms part of the Directors' Report. The Company is in compliance with therequirements and disclosures that have to be made in this regard.
AUDITORS AND AUDITORS' REPORT
Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s Chaturvedi & Partners Chartered Accountants New Delhi (Firm Registration No.307068E) were appointed as statutory auditors of the Company from the conclusion of the40thannual general meeting (AGM) of the Company held on 30thSeptember 2014 till the conclusion of the 43rd AGM to be held in the year2017 subject to ratification of their appointment at every AGM.
Information and explanation on remarks in the Auditors Report: i. In respect ofauditors observation regarding non-provision for receivables doubtful advancesaggregating to Rs. 64949701 as to when and to what extent said amount would berecovered it is submitted that company is trying to get confirmation from thecustomers/external parties and expects to receive the same by the end of upcoming quarteri.e. 30th September 2015. ii. In respect of auditors observation regarding expiryof gas supply agreement and restoration of Company s operation it is submitted thatcompany is negotiating the extension of the same for the period HCL smelter remainedclosed as consented by them earlier.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 is given in Annexure C which forms part of the Directors' Report.
LOANS AND INVESTMENTS
The particulars of loans guarantees and investments under the provisions of Section186 of the Companies Act 2013 are provided in the Note No.25 forming part of theFinancial statement which forms a part of the Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
During the year under review all the transactions entered into by the company withrelated parties as defined under the Companies Act 2013 and clause 49 of the ListingAgreement were in ordinary course of business and on arm's length basis. There were nomaterially significant transaction with the related parties during the financial yearwhich were in conflict with the interests of the company. Disclosure of transactions withrelated parties as required under the Accounting Standard (AS-18) has been made in thenotes forming part of Financial Statement. The prescribed Form AOC-2 is appended in AnnexureD which forms part of this report.
The details of employees/managerial persons remuneration as required to be given U/s197 of the Companies Act 2013 read along with Rule 5(2) of the Companies (Appointment andremuneration of managerial personnel) Rule 2014 as applicable is attached herewith as AnnexureE.
DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON EXECUTIVE INDEPENDENTDIRECTOR VIS--VIS THE COMPANY
There is no pecuniary relation ships or transactions of the non executive independentdirector vis--vis the company for the period ending March 31 2015.
Pursuant to the provisions of Section 134 (3) (p) the Companies Act 2013 and Clause 49of the Listing Agreement the Board has carried out the annual performance evaluation ofits own performance the Directors individually as well as the evaluation of the workingof its Audit Nomination and Remuneration and Compliance Committees. While independentdirectors in their separate meeting have carried out to assess the performance of Chairmanand other Directors of the Board more particularly about their business acumen andcontribution to the Company the performance evaluation of the Independent Directors wascarried out by the entire Board. The Independent Directors expressed their satisfactionwith the evaluation process functioning such as adequacy of the composition of the Boardof Directors and its Committees Board culture execution and performance of dutiesobligations responsibilities and governance.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate internal control system to ensure that all assetsare safeguarded and protected against loss from unauthorized use or disposition and thosetransactions are authorized recorded and reported correctly.
As per provisions of section 204 of the Companies Act 2013 and rules made thereunderthe Company is required to appoint Secretarial Auditor to carry out secretarial audit ofthe Company. The Secretarial audit report received from the Secretarial Auditors isannexed to this report marked as Annexure F and forms part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company s operations in future.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure G.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The Company has not received anycomplaint on sexual harassment during the financial period ended March 31 2015.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration & other details as required U/S 197 readwith relevant rule of the Companies (appointment & remuneration of managerialpersonnel) rule 2014. There is no employee under this category.
Directors place on record their thanks for the assistance and co-operation receivedfrom Banks and all other customers for their continued support and patronage.
Your Directors also wish to place on record the dedicated and devoted services renderedby all personnel of the Company.
|Regd. office: ||For Bhagawati Gas Limited |
|Banawas Khetri Nagar || |
|Jhunjhunu || |
|Rajasthan-333504 || |
|CIN : L24111RJ1974PLC005789 ||Rakesh Samrat Bhardwaj |
| ||Chairman |
|Date: 14th August 2014 || |