Your Directors have pleasure in presenting the 58th Annual Report together with theAudited Financial Statements for the year ended 31st March 2019.
FINANCIAL RESULTS :
|Continuing Operation ||For the year ended 31st March 2019 ||For the year ended 31st March 2018 |
| ||(Rs in lakhs) ||(Rs in lakhs) |
|Profit before depreciation and tax ||766.35 ||948.88 |
|Provision for depreciation ||28.51 ||20.86 |
|Profit before tax ||737.84 ||928.02 |
|Current Tax ||163.42 ||211.86 |
|Deferred tax ||(234.14) ||(166.90) |
|Profit from continuing operation ||808.56 ||883.06 |
|Discontinuing operation || || |
|Loss from discontinuing operation ||(127.28) ||(744.90) |
|Profit for the Year ||681.28 ||138.16 |
|Other comprehensive income for the year net of tax ||415.16 ||(942.71) |
|Total comprehensive income/(loss) for the year net of tax ||1096.44 ||(804.55) |
During the year under review the sale of gases was Rs 123.69 lakhs as against Rs158.78 lakhs for the previous year. Profit before Depreciation and Tax during the year isRs 766.35 lakhs as against Rs 948.88 lakhs. The cylinder filling stations at Nagpur andPune are working. There is less demand for gaseous Oxygen nowadays.
During the year the Company has submitted an application to Reserve Bank of India forthe registration as Type - I Non-Deposit Accepting and Taking Non-Banking FinancialCompany under Sub Section (2) of Section 45-IA of the Reserve Bank of India Act 1934 tocarry on business of a Non-Banking Financial Company.
Your Directors recommend payment of a dividend of Rs 10/- (Previous year Rs 10/-) perequity share. The proposed dividend if approved at the Annual General Meeting willabsorb Rs 18.08 lakhs including Dividend Distribution Tax (Previous year Rs 18.05 lakhs).
Your Director Mr. Shyam M. Ruia retires this year by rotation in accordance with theArticles of Association of the Company but being eligible offers himself forre-appointment.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
Particulars required to be disclosed under Section 134(3)(m) of the Companies Act 2013read with Rule 8 of The Companies (Accounts) Rules 2014 are annexed herewith as"Annexure A".
CORPORATE GOVERNANCE :
Report on Corporate Governance along with the certificate of the Auditors M/s S G C O& Co. LLP confirming the compliance of the conditions of Corporate Governance isannexed with this report.
MANAGEMENT DISCUSSION AND ANALYSIS :
(i) Industry Structure and Developments :
The demand for bulk industrial gases fluctuated in the market but since we are onlycarrying out cylinder filling operations there was no impact on our working.
(ii) Opportunities Threats Risks and Concerns :
The cost of production and logistics costs have been continually increasing which arenot getting covered in the increase in the sale price due to stiff competition.
(iii) Segment wise product wise performance :
The Company is primarily engaged in the filling and sale of Oxygen and Nitrogenindustrial gases.
(iv) Outlook :
The uses of Industrial gases are gradually improving in the country.
(v) Internal Control Systems and their adequacy :
The Senior Management periodically reviews factors and issues that influence theCompany's business and takes appropriate decisions to ensure that the Company's interestand that of the stakeholders is protected. The Company has an inbuilt system of internalchecks and controls.
The Audit Committee of the Board of Directors reviews the Internal Controls and mattersconnected therewith.
(vi) Financial and Operational performance :
| ||For the year ended 31st March 2019 ||For the year ended 31st March 2018 |
| ||(Rs in lakhs) ||(Rs in lakhs) |
|Sales ||123.69 ||158.78 |
|Other Income ||1017.39 ||1299.63 |
|Profit before depreciation and tax ||766.35 ||948.88 |
|Depreciation ||28.51 ||20.86 |
|Taxes (Including Deferred tax) (Net) ||(70.72) ||44.96 |
|Profit after depreciation and taxes ||808.56 ||883.06 |
(vii) Material developments in Human Resources/Industry relations front includingnumber of people employed :
The Company continues to give utmost importance to Human Resources Development andkeeps relations cordial.
(viii) Cautionary Statement :
Company's projections and estimates will vary from actual results which depend on avariety of factors over which the Company does not have any control.
DIRECTORS' RESPONSIBILITY STATEMENT :
Your Directors confirm the following statement in terms of section 134(3) (c) of theCompanies Act 2013 and declare :
(i) that in the preparation of the annual accounts all applicable accounting standardshave been followed;
(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the working of the Company for the year;
(iii) that the Directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) that the Directors have prepared the annual accounts on a going concern basis;
(v) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and
(vi) that systems to ensure compliance with the provisions of all applicable laws werein place adequate and operating effectively.
During the year seven Board Meetings were held the details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
M/s. S G C O & Co. LLP Chartered Accountants (Firm Registration no. 112081W/W100184) Statutory Auditors of the Company retire at the ensuing Annual General Meetingand being eligible offer themselves for reappointment. They have confirmed theireligibility under Section 141 of the Companies Act 2013. The auditors have also confirmedthat they hold a valid Certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.
SECRETARIAL AUDIT :
The Secretarial Audit Report under section 204 of the Companies Act 2013 has beenobtained from M/s. Sanjay Dholakia & Associates - Practicing Company Secretary forthe year under review and the same is annexed herewith as "Annexure B".
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in form MGT 9 are annexedherewith as "Annexure C".
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :
The Company has constituted a Corporate Social Responsibility Committee pursuant tosection 135 of the Companies Act 2013. During the year there is no expenditure forCorporate Social Responsibility activity as there is an average net loss for the lastthree financial years as computed under Section 198 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS :
There were no material transactions with any of the related parties during the yearunder review.
SUBSIDIARY COMPANIES :
Company does not have any subsidiary.
NOMINATION AND REMUNERATION COMMITTEE :
The Company has a Nomination and Remuneration Committee pursuant to Section 178(1) ofthe Companies Act 2013 for the appointment and payment of remuneration to the Directorsand Key Managerial Personnel of the Company.
WHISTLE BLOWER POLICY :
The Company has a Whistle Blower Policy to deal with instances of fraud andmismanagement and the policy is uploaded on the website of the Company.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013 :
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal committee constitutedunder the said act has confirmed that no complaint / case has been filed / pending withthe Company during the year.
ADEQUACY OF INTERNAL FINANCIAL CONTROL :
The Company's internal financial control systems are commensurate with the nature sizeand complexity of its business and operations. These are routinely tested and certified byStatutory as well as Internal Auditors.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS :
The Company conducts familiarization program of the Independent Directors as detailedin the Corporate Governance Report which forms part of the Annual Report.
BOARD EVALUATION :
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of ListingRegulations the Board has carried out annual performance evaluation of its ownperformance the Directors individually as well the evaluation of the working of its AuditCommittee Nomination & Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders' Relationship Committee. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.
On behalf of the Board
| ||S. M. Ruia |
|Mumbai 30th May 2019 ||Chairman |