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Rajasthan Gases Ltd.

BSE: 526873 Sector: Others
NSE: N.A. ISIN Code: INE184D01018
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OPEN 5.50
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VOLUME 500
52-Week high 5.83
52-Week low 4.38
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.50
Sell Qty 300.00
OPEN 5.50
CLOSE 5.50
VOLUME 500
52-Week high 5.83
52-Week low 4.38
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.50
Sell Qty 300.00

Rajasthan Gases Ltd. (RAJASGASES) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 24th Annual Report togetherwith the audited statement of Accounts for the year ended 31st March 2017.

1. OPERATIONS

The Summarized financial highlights are as under

Particulars For the year ended 31.03.2017 For the year ended 31.03.2016
Income from operation Nil Nil
Other Income Nil Nil
Nil Nil
Total Expenditure 740236.95 4759392.64
Operating Profit / (Loss) (740236.95) (4759392.64)
Depreciation Nil Nil
Provision for taxation Nil Nil
Profit / (Loss) after tax (740236.95) (4759392.64)
Balance Carrier Forward from Last year (32759349.96) (27999957.32)
Balance Carried to Balance Sheet (33499586.91) (32759349.96)

DIVIDEND

In view of the loss incurred during the year no dividend could be recommended by yourBoard of Directors for the financial year 2016-17.

RESERVES AND SURPLUS

The current year loss of Rs. 7.40 lakhs has been added to the Surplus at the beginningof the year of Rs. (327.59) lakhs and the Surplus aggregates to Rs. (334.99) lakhs at theend of the year.

FINANCIAL REVIEW FOR THE YEAR

Your Company's Trading businesses have reported an encouraging performance for the yearended 31st March 2017. During the financial year 2016-17 your company wants able to runfull trading business at fullest capacity. The Company has not get orders of coal tradingdue to recession and lack of financial assistance to the company has able to achieveturnover of Rs Nil as against the turnover of Rs Nil of the previous year 2015-16.

The cash loss incurred by the Company during the previous year 2015-16 and thecontinued adverse market behavior and abnormal factors and lower demand in infrastructuresector resulted in losses during the current year also.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the company is Trading and developers sector. The managementdiscussion and analysis given below discusses the key issues of the Trading and developerssector.

I. Industry Structure and Development

This was a tough year with a continued challenging global economic scenario puttingthe bricks on the growth of the major economies. During the year expansion of globaltrade and services moved at a moderate pace. GDP growth however decelerated further inlast year's. The Company has been formed to carry on the business of LPG bottlingdistribution and transportation activity. The LPG is highly competitive industry withmajor stake of PSUs and MNCs in the Industry. The Company has also extended its area ofoperation to other allied activities and expects better growth in the coming years.

II. Opportunities and Threats

In view of the undergoing economic reforms the better prospect of the Industry seemscertain. Company keeps close watch on new industrial developments to keep track ofchanging demand and supply trends and will grab the opportunity of developing the businessand to get the momentum. The major threat to our industry is again the subsidies providedby the Central Government to the PSUs only. The entire private sector faces competitivepressures from the PSUs which enjoys access to lower costing due to the subsidiesavailable to them.

III. Future Outlook

The Company foresees some strategic decision with the other Corporate to overcome thestringent condition of the Company and thereby hopes to get a stand in the competitivemarket. The Company expects the LPG business operation to resume sooner.

IV. Risk & Concerns:

The global economy is passing through an uncertain phase. There is a marked slowdown inthe major economies which could persist for some time. There is bound to be some impact ofthis on the Indian economy as well. RGL will therefore be operating in a toughenvironment. There is no clear indication of the Government's plans with regard torevision in the prices of sensitive petroleum products. Although the Government and theupstream companies are compensating the losses suffered on the sale of sensitive productsthe delays in the receipt of the monies is adding to the interest burden and henceimpacting the financial performance. RGL is therefore likely to encounter several risksin the course of its operations.

V. Internal Control system and their adequacy

The Company has adequate system of internal controls commensurate with its size andoperations to ensure orderly and efficient conduct of business. These controls ensuresafeguarding of assets reduction and detection of frauds and error adequacy andcompleteness of the accounting records and timely preparation of reliable financialinformation.

VI. Financial performance with respect to operational performance

The financial performance of the Company for the year 2016-17 is described in DirectorsReport. A critical appraisal is also made by the Audit Committee before drawing QuarterlyStatement of Accounts and the Board also reviewed the same on each occasion.

VII. Human Resource Management

The management firmly believes that the people are the driving force behind the growthof every organization and continues to focus on people development. The company has madeoptimum utilization of resources and technology and also used advanced methods andtechnology for the enhancement of efficiency and productivity.

VIII. Cautionary Statement:-

Statement in this management Discussion and Analysis describing the company'sobjectives projections estimates and expectations are "forward lookingstatements". Actual results might differ materially from those anticipated becauseof changing ground realities.

IX. Environmental Protection Health and Safety (EHS)

EHS continues to receive the highest priority in all operational and functional areasat all locations of your Company. Systematic process safety analysis audits periodicsafety inspections are carried out by expert agencies and suitable control measuresadopted for ensuring safe operations at the site. Various processes as required forPollution Control and Environmental Protection are strictly adhered to.

X. Corporate Social Responsibility

Board of Directors of the Company has serious concern about Corporate SocialResponsibility (CSR) and devised a CSR policy to carry out CSR initiatives in line withthe requirements specified under the Companies Act 2013. Since the Company has no averagenet profit there is no CSR Obligation for the FY 2016-17.

Extract of Annual Return

The extract of annual return in Form MGT – 9 has been annexed with this report andforms part of this report.

Number of Board Meetings

The details pertaining to meetings of the Board has been explained under CorporateGovernance Report annexed with this report and forms part of this report.

Establishment of Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. The policy has been uploaded on the Company's websitewww.rajasthangasesltd.com.

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of themmeets the criteria of independence as provided in Sub-Section (6) of Section 149 of theAct. Further there has been no change in the circumstances which may affect their statusas Independent director during the year.

Secretarial Auditors' Report

Company appointed M/s Rupa Gupta Practicing Company Secretaries as SecretarialAuditors to conduct Secretarial Audit of the Company for the financial year 2016-17. Thereport of the Secretarial Audit for the financial year 2016-17 in FORM MR-3 is annexed tothis report and forms part of this report. There are some disqualifications reservationsor adverse remarks or disclaimers in Secretarial Auditors Report.

Audit Committee

Details of Composition of Audit Committee are covered under Corporate Governance Reportannexed with this report and forms part of this report. Further during this year all therecommendations of the Audit Committee have been accepted by the Board.

Policy of Directors Appointment and Remuneration

Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act are covered under Nomination andRemuneration Policy. Further information about elements of remuneration package ofindividual directors is provided in the extract of Annual Return as provided under Section92(3) of the Act in prescribed form MGT-9 annexed with this report and forms part of thisReport.

Independent Auditors' Report

There is no qualification in the Independent Auditors' Report has pointed out. Yourdirectors wish to state that due to cash flow constraints. There are somedisqualifications reservations or adverse remarks or disclaimers in Auditors Report.

Particulars of Employees

The information required under section 197 of the Act and rules made there-under withsubsequent amendments thereto in respect of employees of as shown below: i. Employedthroughout the year and in receipt of remuneration aggregating to Rs.10200000 or more– Nil ii. Employed for part of the year and in receipt of remuneration of Rs.850000or more per month - Nil Note : Remuneration includes salary and value ofperquisites and nature of employment is contractual.

Managerial Remuneration

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 (with subsequent amendments thereto) is annexed withthis report and forms part of this report.

Related Party Transactions

Transactions entered with related parties have been explained in Form AOC -2 annexedwith this report and forms part of this report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The performance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the Composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors of the board as a whole and performance of the Chairman was evaluated takinginto account the views of executive directors and non-executive directors. The same wasdiscussed in the board meeting that followed the meeting of the independent directors atwhich the performance of the board its committees and individual directors were alsodiscussed. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

Familiarisation Programme of the Independent Directors

Periodic presentations are made by Senior Management Statutory and Internal Auditorsat the Board/Committee meetings on business and performance updates of the Company globalbusiness environment business risks and its mitigation strategy impact of regulatorychanges on strategy etc. Updates on relevant statutory changes encompassing important lawsare regularly intimated to the Independent directors.

Deposit

During the year the Company has not accepted / renewed any fixed deposit from public.The total deposits remained unpaid or unclaimed as at 31st March 2017 is Nil. There is nodefault in repayment of deposits or payment of interest thereon during the year.

Cost Audit Report

Cost Audit Report for the FY 2015-16 is not mandatory as a best Corporate Governancepractice Board on the recommendation of the Audit Committee internal auditors is alsoconduct work as Cost Auditor of the Company for the FY 2017-18.

Related Party Transactions

The Company has not any related party transactions that and notes on same were enteredinto during the financial year.

Directors

As per the provisions of Section 149 of the Companies Act 2013 Regulation 25 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Company'sDirectors retirement policy at the age of 70.

All Independent Directors have given declarations that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013.

Mr. Nikilesh Khandelwal who is Non- Independent Director's retires by rotation at theensuing Annual General Meeting and is eligible for reappointment.

Mr. Kanhaiyalal Ramchand Thawrani who is Independent Director's retires by rotation atthe ensuing Annual General Meeting and is eligible for reappointment.

Evaluation By The Board

The Board has made a formal annual evaluation of its own performance Committees of theBoard Independent Directors and Individual Directors of the Company.

The Board's performance was evaluated based on the criteria like Structure GovernanceDynamics & Functioning Approval & Review of Operations Financials and InternalControls etc.

The performance of the Independent Directors as well as Individual Directors includingthe Chairman of the Board were evaluated based on the evaluation criteria laid down underthe Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of referencespecified by the Board to the said Committee. The Board of Directors was satisfied withthe evaluation process which ensured that the performance of the Board its CommitteesIndependent Directors and Individual Directors adhered to their applicable criteria.

Key Managerial Personnel

The Key Managerial personnel are Mr. Nikilesh Khandelwal MD and acting CFO (with effectfrom 16th August 2017) and Mr. Vinay Agrawal acting as Executive Director both arereceives remuneration Nil amount and do not receive sitting fees.

Director's Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theDirectors would like to state that:

a. In the preparation of annual accounts for the financial year ended 31st March 2017the applicable accounting standards have been followed;.

b. They had selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for the year under review;

c. They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. They had prepared the annual accounts for the financial year ended 31st March 2017on a going concern basis;

e. They had laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and were operating effectively and

f. They had devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

Auditors

Your Board recommends the ratification of appointment of M/s. R.K. Malpani &Associates as Statutory Auditors of the Company to hold office from the conclusionof this AGM to the conclusion of the next AGM.

Secretarial Audit

The Company had appointed Rupa Gupta Company Secretary in Practice to undertake theSecretarial Audit of the Company for the financial year 2016-17.

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in notes to the financial statements.

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 and trainees) are covered under this policy. The Company has not received anysexual harassment complaint during the year 2016-17

Conservation Of Energy Technology Absorption and Foreign Exchange Earnings And Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 (3) of the Companies (Accounts) Rules 2014 is annexed herewith.

Performance of Associate Company

Your Company has two associate M/s Jain Vincom Private Limited and Rarity AgenciesLimited within the meaning specified under Section 2 (6) of Companies Act 2013. M/s JainVincom Private Limited has recorded a total revenue of Rs. 12283500/- during the year2015-16 as against 2005165/- in the previous year and profit after tax of Rs.12888/-during the year 2015-16 as against Profit of Rs. 44219/- in the previous year. M/s RarityAgencies Limited has recorded a total revenue of Rs. 13556706/- during the year 2015-16 asagainst 6946293/- in the previous year and profit after tax of Rs.53881/- during the year2015-16 as against Profit of Rs. 11438/- in the previous year. A separate statementcontaining the salient features of the financial statement of the associate in FORM AOC -1has also been annexed with this report as per the requirements of provisions of section129 of the Companies Act 2013 and forms part of this report

Development in Human Resources / Industrial Relations

Management and personnel meeting are being conducted every month and the issues raisedin the meetings are redressed immediately. Periodical review of the issues is beingcarried out to ensure its completeness. This has improved the overall peaceful employeeRelations situation. The participation from the operators has improved considerably duringthe year.

Particulars of Employees

The Company has not paid any remuneration attracting the information required pursuantto Section 197 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Hence no information is required to be appended to thisreport in this regard.

Corporate Governance

Your company reaffirms its commitment to good corporate governance practices. Thecompany complies with corporate governance requirements specified in regulation 17 to 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Report on Corporate Governance which forms a part of this Report hasbeen annexed herewith.

The Managing Director cum Chief Financial Officer have certified to the Board withregard to the financial statements and other matters as required under Regulation 17 (8)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Annexure to this Report

The following are the annexure to this report:

1) Conservation of energy technology absorption Research and development and foreignexchange earnings and outgo in Annexure -1.

2) Statement containing salient features of the financial statement of associatecompany (Form AOC – 1) in Annexure -2.

3) Form AOC - 2 in Annexure - 3.

4) Extract of Annual Report (Form MGT-9) in Annexure - 4.

5) Secretarial Audit Report (Form MR-3) in Annexure -5.

6) Particulars of Remuneration in Annexure -6.

7) Corporate Governance Report in Annexure -7.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance withSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and suchstatements may be "forward-looking" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make a difference to the Company's operationsinclude economic conditions affecting demand / supply and price conditions in the domesticand overseas markets in which the Company operates changes in the Government regulationstax laws and other statutes and other incidental factors.

HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation of all employeesfor rendering quality services to every constituent of the company.

ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all theCustomers Shareholders Government Departments Bankers and Suppliers of the Company. TheBoard also wishes to pay tribute to all the employees of the Company for their splendidcommitment and dedication.

On behalf of the Board of Directors
Nikhilesh Khandelwal Gauri Bhagat
Place: Mumbai Managing Director Director
Dated: 22.08.2017 DIN : 06910438 DIN : 06950001

ANNEXURE-1 THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

[Statement pursuant to Section 134(3)(m) of The Companies Act 2013 read with Rule8(3) of The Companies (Accounts) Rules 2014]

A. CONSERVATION OF ENERGY:

1. Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.

2. No specific investment has been made in reduction in energy consumption.

3. As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.

B. TECHNOLOGY ABSORPTION:

RESEARCH DEVELOPMENT ACTIVITIES: Design and development of new products with emergingtechnologies. Design quality and feature enhancements in technology migration.

Apply value engineering approach for design to cost target in development forcompetitive advantage in cost and quality. Engineering emerging technologies in displayinstrumentation sensing electro-mechanical actuation domains and integratingapplications in new requirements.

Collaborate and drive technology deployment in manufacturing processes to complementinnovative design solutions for market growth.

C. FOREIGH EXCHANGE EARNINGS & OUTGO:

2016-2017 2015-2016
(Rs. Lacs) (Rs. Lacs)
a. Foreign Exchange Used Nil Nil
b. Foreign Exchange Earned Nil Nil

 

On behalf of the Board of Directors
Nikhilesh Khandelwal Gauri Bhagat
Place: Mumbai Managing Director Director
Dated: 22.08.2017 DIN : 06910438 DIN : 06950001

ANNEXURE - 2 FORM AOC - 1 PART "A": SUBSIDIARIES

Not Applicable since the Company does not have any subsidiary.

PART "B": ASSOCIATES

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies.

No Name of Associate Jain Vincom Pvt Ltd Rarity Agencies Ltd
1 Latest audited Balance Sheet Date 31-03-2016 31-03-2016
2 Shares of Associate held by the Company on the year end:
Number of Shares 31000 179360
Amount of Investment in Associates 3100000 12900000
Extend of Holding % 43.96 35.98
3 Description of how there issignificant influence Associate Company Associate Company
4 Reason why the associate / joint venture is not consolidated Due to the Company has different business structure Due to the Company has different business structure
5 Net worth attributable to Shareholding as per latest audited Balance Sheet 17211270 363125447
6 Profit for the year 12888 53881
Profit attributable to the Shareholding 5665.57 19386

1. Names of associates or joint ventures which are yet to commence operations: NIL

2. Names of associates or joint ventures which have been liquidated or sold during theyear: NIL

3. The Company does not have any joint venture.

On behalf of the Board of Directors
Nikhilesh Khandelwal Gauri Bhagat
Place: Mumbai Managing Director Director
Dated: 22.08.2017 DIN : 06910438 DIN : 06950001

ANNEXURE - 3 FORM No AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's lengthbasis:

(a) Name(s) of the related party and nature of relationship: NIL
(b) Nature of contracts/arrangements/transactions: NIL
(c) Duration of the contracts / arrangements/transactions: NIL
(d) Salient terms of the contracts or arrangements or transactions including the value if any: NIL
(e) Justification for entering into such contracts or arrangements or transactions NIL
(f) Date(s) of approval by the Board: NIL
(g) Amount paid as advances if any: NIL
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 NIL
2. Details of material contracts or arrangement or transactions at arm's length basis:
(a) Name(s) of the related party and nature of relationship: NIL
(b) Nature of contracts/arrangements/transactions: NIL
(c) Duration of the contracts / arrangements/ transactions: NIL
(d) Salient terms of the contracts or arrangements or transactions including the value if any: NIL
(e) Date(s) of approval by the Board if any: NIL
(f) Amount paid as advances if any: -

 

On behalf of the Board of Directors
Nikhilesh Khandelwal Gauri Bhagat
Place: Mumbai Managing Director Director
Dated: 22.08.2017 DIN : 06910438 DIN : 06950001