| Dear Members,
The Directors have pleasure in presenting the Thirty Fifth Annual
Report of your company together with the Audited Statements of Accounts
for the year ended 31st March, 2015.
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.4,51,81,302/- against Rs. 2,96,19,107/- of the previous year. The
net profit after tax incurred by the Company for the year under review
has been Rs. 15,51,965/- against the profit after tax of Rs.
15,90,124/- 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.
DIVIDEND
In view of inadequate profits, your Directors are unable to declare any
dividend for the year ended 31st March 2015.
DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
SHARE CAPITAL:
Presently, the Share Capital of the Company is Rs. 1,98,00,000/-
divided into 19,80,000 Equity Shares of Rs. 10/- each.
CORPORATE GOVERNANCE:
Your company complies with the provisions laid down in Corporate
Governance laws. It believes in and practices good corporate
governance. The Company maintains transparency and also enhances
corporate accountability. Pursuant to Clause 49 of the Listing
Agreement with the stock exchanges, the following forms part of this
Annual Report:
1. Declaration regarding compliance of Code of Conduct by Board
Members and Senior Management 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.
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 Section 186 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
foreign exchange earnings and outgo as required under section 134(3)(m)
of the Companies Act, 2013 are as under;
A. Conservation of Energy, Technology Absorption:
The Company operations do not account for substantial energy
consumption. However, the Company is taking all possible measures to
conserve energy. As an ongoing process, the following measures are
undertaken.
(a) Conservation of energy measures taken:
The Board of Directors has taken following steps to conserve the
energy:
* Switching off lights, A/C and computers whenever not used.
* Power utilization on all computers, pantry and cabins.
* Planning to replace lights with low energy consumption units.
* The Board is considering the option of using solar energy resources.
* Controlled the energy consumption by optimizing the temperature
inside the office premises is the major contributor for the energy
conservation for the stores.
* Optimized lighting consumption by strictly controlling the operating
hours as per the usage pattern.
Impact:
After constant monitoring and effective utilization, the company's
electricity bill has shown reduction. The board is constantly taking
initiatives and steps to reduce the bills and is optimist for a
favorable output. The Board is also using energy saver equipments.
(b) Technology absorption measures:
(i) The efforts made towards Technology The Company is searching for
Absorption the advance technology which
can be used in the Company's
premises.
(ii) the benefits derived like The benefits
product improvement, cost will be seen in future.
reduction, product development or
import substitution
(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 limits specified in Section 197(12) read with Rule 5 of
(Appointment and remuneration of managerial Personnel) Rules, 2014.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements entered into by the company in
accordance with provisions of Section 188 of the Companies Act, 2013.
There were no materially significant transactions with Related Parties
during the financial year 2014-15. Suitable disclosures as required
under AS-18 have been made in the Notes to the financial statements.
The policy on Related Party Transactions was approved by the Board of
Directors. None of the Directors has any pecuniary relationships or
transactions vis-a-vis the Company.
RISK POLICY:
Pursuant to the applicable provisions of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Company has in place a robust
business Risk Management framework to identify and evaluate business
risks and opportunities. At present, the Company has not identified 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 its operations. Internal control systems comprising of policies and
procedures are designed to ensure sound management of your Company's
operations, safekeeping of its assets, optimal utilizations of
resources, reliability of its financial information and compliance.
Systems and procedures are periodically reviewed to keep pace with the
growing size and complexity of your company's operation.
DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b. The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 profit or
loss of the Company for the period.
c. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are
adequate and were operating effectively.
f. The directors had devised proper system to ensure compliance with
the provisions of all 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 30th March, 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 himself for reappointment.
Mr. Rohith Shorewala is not disqualified from being appointed as a
Director as specified in terms of Section 164 of the Companies Act,
2013.
Brief profile of Mr. Rohith Shorewala and Mrs. Neelam Shorewala, who
are to be re-appointed, as stipulated under Clause 49 of the Listing
Agreement are furnished in the Notice of the ensuing AGM. The Board of
Directors of your Company recommends the re-appointment of Mr. Rohith
Shorewala and Mrs. Neelam Shorewala at the ensuing AGM.
MEETINGS
The Board of Directors of your Company met 7 Times during the year to
carry the various matters. The Meetings were convened on 30/05/2014,
11/08/2014, 26/08/2014, 30/09/2014 12/11/2014, 12/02/2015 and
30/03/2015 respectively and further details of which are given in 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 the criteria of independence as provided in sub-section
(6) of Section 149 of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
BOARD EVALUATION -
The Board of Directors has made the formal annual evaluation of its own
performance and that 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
Committee adopted the Remuneration Policy, which inter-alia includes
policy for selection and appointment of Directors, Key Managerial
Personnel, Senior Management Personnel and their remuneration. 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 has been 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 2,23,500 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 has been 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, Manging Director, Mr. Rohith Shorewala - Whole Time Director
and Mr. Manohar Shetage, Chief Financial Officer are the Key Managerial
Personnel of your Company.
AUDIT COMMITTEE:
The Audit Committee comprises of Mr. C. P Singhania serves as the
Chairman of the Committee and Mr. Satish Shorewala and Dr. Paras Gandhi
are other members. The terms of reference of the Audit Committee has
been furnished in the Corporate Governance Report forming a part of
this Annual Report. All the recommendations made by the Audit Committee
during the year were accepted by the Board.
VIGIL MECHANISM:
The Company has a vigil mechanism and Whistle Blower Policy in terms of
Section 177 of the Companies Act, 2013 and revised Clause 49 of the
Listing Agreement to deal with instance of fraud and mismanagement, if
any, and to report concerns about unethical behavior, wrongful conduct
and violation of the Company's code of conduct or ethics policy. The
details of the said Policy are explained in the Corporate Governance
Report.
AUDITORS:
Statutory Auditors-
At the Annual General Meeting held on 30th September, 2014, M/s.
Bhuwania & Agarwal Associates, Chartered Accountants, were appointed as
statutory auditors of the Company to hold office till the conclusion of
the Annual General Meeting to be held in the financial year 2017. In
terms of the first proviso to Section 139 of the Companies Act, 2013,
the appointment of the auditors shall be placed for ratification at
every Annual General Meeting. Accordingly, the appointment of M/s
Bhuwania & Agarwal Associates, Chartered Accountants, as statutory
auditors of the Company, is placed for ratification by the
shareholders. In this regard, the Company has received a certificate
from the auditors to the effect that if their ratification is
confirmed, it would be in accordance with the provisions of Section 141
of the Companies Act, 2013.
STATUTORY AUDITORS' OBSERVATIONS:
The notes on financial statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITORS:
In terms of the provisions of section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Board has appointed M/s. Anish Gupta &
Associates, Company Secretaries, Mumbai as Secretarial Auditor 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 the Companies Act, 2013 and Compliance Officer as per
Listing Agreement: The Company will ensure the compliances.
2. The Company has not updated its websites with results, shareholding
patterns, annual report and policies and other information as required
under the Companies Act and the Listing Agreement: The Company will
ensure the compliances.
3. The Company has refundable application money unpaid for more than 7
years and is yet to be transferred to Investor Education and Protection
Fund: The Company will ensure the compliances.
4. There are delays and non-submission of forms as required under the
Companies Act, 2013 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 your Company for the financial year ended 31st
March, 2015 is given in "Annexure B".
OTHER DICLOSURES
* There were no material changes and commitments affecting the
financial position of your Company 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 revision in the financial statements.
* Your Company has not issued any sweat equity shares.
* During the year your Company has not received any complaints under
the Sexual Harassment 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 its employees. Though the Company is not required to adopt the
policy, however it ensures the safety of its women employees at
workplace. During the year under review, no case of sexual harassment
was reported.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code.
ACKNOWLEDGEMENT
The Board of Directors wishes to express their deep sense of
appreciation and gratitude to all Employees, Bankers and Clients for
their assistance, support and co-operation extended by them. In the
end, the Directors, wish to sincerely thank all shareholders for their
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
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