| Dear members
The Directors have pleasure in presenting the 29th Annual Report
together with audited accounts for the year ended on 31st March, 2015.
FINANCIAL RESULTS
(Rs in lacs) (Rs. in lacs)
2014-15 2013-14
1. Income from operation 155 173
2. Other income 9 3
3. Profit / (Loss)
before interest,
depreciation and tax 25 (30)
4. Less : Interest 3 3
5. Depreciation 15 13
6. Taxation -- --
7. Profit/ (Loss)
during the year 7 (46)
OPERATIONS
The company has incurred net profit of Rs 7 lac as against loss of
Rs.46 lac during previous year. The accumulated losses as on 31.3.15
are Rs 371 lacs as against Rs 380 of last year. The accumulated losses
are on account of losses incurred in LPG business. There is revival of
LPG business in a small way because of the recent change of policy in
selling LPG by Govt owned oil companies. The company has also started
LPG cylinder filling for LPG Infrastructure India Ltd and has also done
cylinder testing for BPCL
DIVIDEND.
In view of the accumulated losses, the Board of Directors regret to
recommend any dividend for the year 2014-2015.
DIRECTOR
Shri V.K.Khanna a Independent Director is retiring by rotation at the
ensuring Annual General Meeting and being eligible offer himself for
re-appointment as Independent Director for a period of 5 years up to 29
September 2020
Smt. Rekha Maheshwary was appointed as additional director (woman
director ) on 31.3.2015 by the Board of Directors. The company has not
received proposal from any shareholder for her appointment as Woman
Director for the consideration by the member in AGM.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors indicate that they have taken reasonable and bonafide
care that :
1. In preparation of the annual accounts, the applicable accounting
standards have been followed, and in case of any deviation, necessary
explanation has been given and incorporated in director's report to the
members.
2. The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are 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 profits of
the Company for that period.
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. Directors have prepared the Annual Accounts on a "going concern"
basis.
CORPORATE GOVERNANCE
A separate report on corporate governance along with the General
Shareholders information, as prescribed under the listing agreement, is
annexed as a part of the Annual Report along with the Auditor's
Certificate on Corporate Governance.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in the
Form MGT-9 are enclose as per annexure to this report.
AUDIT COMMITTEE
Persuant to the provisions of section 177 of Companies Act, 2013 your
Company has Audit Committee consisting of two Independent Directors -
Mr. R.L.Chhabra( independent director ) as Chairman and Mr V.K.Khanna (
independent director ) and Mr. Gagan Maheshwary as members.
DECLARATION OF INDEPENDENCE
Your Company has received declaration from all the Independent
Directors confirming that they meet the criteria of Independence as
prescribed under the provisions of Companies Act, 2013 read with the
Schedules and Rules made there under as well as Clause 49 of the
Listing Agreement.
PUBLIC DEPOSITS.
During the financial year 2014-15, your company has not accepted any
deposits within the meaning of section 73 and 76 of the Companies Act,
read with the Companies (Acceptance f Deposits) Rules, 2014 and other
applicable laws and as such no amount of principle or interest was
outstanding as on date of the Balance Sheet. Company has received
unsecured deposit from the Directors and related parties. Company is
holding deposit from directors as on 31,3,2015 and deposit from related
parties have been paid back during 2014-15
STATUTORY AUDITORS.
The present auditors of the company M/s Dilip K Neema & Associates
Charted Accountants are retiring at the conclusion of the annual
general meeting and being eligible offer themselves for reappointment.
As required under the provisions of sec 139 of the Companies Act 2013,
the company has obtained written consent from M/s Dilip K Neema and
Associates that their reappointment if made would be in conformity with
the limits specified in the said section. None of the directors of the
company and their relative is concerned or interested financially or
otherwise in the resolution for the appointment of M/s Dilip K Neema &
Associates Charted Accountants as Statutory Auditors
The Board of Directors also recommend the reappointment of M/s Dilip K
Neema & Associates Charted Accountants as statutory auditors to hold
office for two consecutive years till the conclusion of 31st annual
general meeting.
AUDITORS' REPORT, ACCOUNTING STANDARDS AND POLICIES.
The Audit Committee and the Board of Directors have considered and
approved the accounting policy. Deviation if any from the applicable
Accounting Standards in the preparation of the Annual Statement,
necessary observations/ explanation of the Board are given. The notes
to accounts referred to in the Auditor's Report are self-explanatory
and therefore, do not call for any further comments.
SECRETARIAL AUDITOR
M/s R.Lohia and Co Practicing Company Secretary ( membership no 2694 )
was appointed as Secretariat Auditor to conduct the secretariat audit
of the company for the financial year 2014- 15 as required under
section 204 of the Companies Act 2013 and rules made there under. The
secretariat audit report for the financial year 2014-15 is annexed as
annexed and which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY ( CSR )
With regard to the year under review, the company was not required to
spend any amount on CSR activities in view of the accumulated losses
PERSONAL RELATIONS
Your company continues to enjoy cordial relations with its employees.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE
EARNING AND OUTGO
1. Conservation of energy
The operations of your company are not energy intensive. Because of
limited use of electricity, no additional step was taken for the
conservation of energy. Power consumption during the was 20,957 units
costing Rs 2,01,320 as against 17,969 units costing Rs 1,96,124 of last
year.
2. Technology absorption, adoption & innovation:
For the company's existing product line there is no technical
collaboration, either indigenous or imported. No new technology was
absorbed or adopted during the year.
3. Foreign exchange earnings and outgo:
There is no foreign exchange earnings or out go during the year.
PARTICULARS OF EMPLOYEE
No person in the employment of the company was in receipt of
remuneration which attracted provisions of the Companies Act and rules
made there under. There is no women employee only roll of the company.
For and behalf of the Board of Directors
Place: Indore
Dated: 20.8.2015
K.R.Maheshwary
Chairman |