Rajasthan Gases Ltd Directors Report.

 

 

Dear Shareholders,

Your Directors have pleasure in presenting the 25th Annual Report together with the audited statement of Accounts for the year ended 31st March, 2018.

OPERATIONS

The Summarized financial highlights of the Company are as under

Particulars For the year ended For the year ended For the year ended
31.03.2018 31.03.2017 31.03.2016
Income from operation - - -
Other Income - - -
Total Income - - -
Total expenditure 948440.30 740236.95 4759392.64
Operating Profit / (Loss) (948440.30) (740236.95) (4759392.64)
Depreciation - - -
Provision for taxation - - -
Profit / (Loss) after tax (948440.30) (740236.95) (4759392.64)
Balance Carrier Forward from Last year (33499586.91) (32759349.96) (27999957.32)
Balance Carried to Balance Sheet (34448027.21) (33499586.91) (32759349.96)

THE YEAR UNDER REVIEW

Your Companys Trading businesses have reported an encouraging performance for the year ended 31st March 2018. During the financial year 2017-18, your company wants able to run full trading business at fullest capacity. The Company has not get orders of coal trading due to recession and lack of financial assistance to the company has able to achieve turnover of Rs Nil as against the turnover of Rs Nil of the previous year 2016-17.

The cash loss incurred by the Company during the previous year 2016-17 and the continued adverse market behavior and abnormal factors and lower demand in infrastructure sector resulted in losses during the current year also.

DIVIDEND

In view of the loss incurred during the year, no dividend could be recommended by your Board of Directors for the financial year 2017-18.

RESERVES AND SURPLUS

The current year loss of Rs 9.48 lakhs has been added to the Surplus at the beginning of the year of Rs. (334.99) lakhs and the Surplus aggregates to Rs. (344.48) lakhs at the end of the year.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditors function is defined in their letter of engagement. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS:

As per the provisions of Section 149 of the Companies Act, 2013, Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companys Directors retirement policy at the age of 70, the Members of the Company had at the previous AGMs.

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

Mr. Pradeep Mundra who is Independent Director retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Mr. Vinay Agrawal who is Non- Independent Director retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

The information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.

Key Managerial Personnel

Mr. Prashant Soni was appointed as the Chief Financial Officer and Ms. Kajal Raje was appointed as the Company Secretary of the Company with effect from 14th February, 2018 and they receive remuneration of Rs. 25000/- and Rs.11000/- per month respectively.

Policy of Directors Appointment and Remuneration

Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered under Nomination and Remuneration Policy. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, in prescribed form MGT-9 annexed with this report and forms part of this Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 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 the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

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

Declaration by Independent Directors

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

Evaluation of Individual and Independent Director

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors were also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Number of Board Meetings

During the year Five Board meetings and Four Audit Committee meeting were convened and held. The details of which are given in the Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2018 and state that :

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

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 and loss of the Company for the year under review;

c. The Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors has prepared the annual accounts for the financial year ended 31st March 2018, on a going concern basis;

e. The Directors has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively and

f. There is proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s. R.K. Malpani & Associates, Chartered Accountants Firm Reg. No. 002759C, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

Independent Auditors Report

There is no qualification in the Independent Auditors Report has pointed out. Your directors wish to state that due to cash flow constraints. There are some disqualifications, reservations or adverse remarks or disclaimers in Auditors Report.

Secretarial Audit

Pursuant provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Rupa Gupta, Practicing Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure -5".

Secretarial Auditors Report

Company appointed M/s Rupa Gupta, Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2017-18. The report of the Secretarial Audit for the financial year 2017-18 in FORM MR-3 is annexed to this report and forms part of this report. There are No disqualifications, reservations or adverse remarks or disclaimers in Secretarial Auditors Report.

Cost Audit Report

Cost Audit Report for the FY 2017-18 is not mandatory, as a best Corporate Governance practice, Board on the recommendation of the Audit Committee, internal auditors is also conduct work as Cost Auditor of the Company for the FY 2017-18.

AUDIT COMMITTEE

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

ESTABLISHMENT OF VIGIL MECHANISM

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any, noticed by them in the Company, which could adversely affect companys operations. It is posted on the website of the Company. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported by employees/directors till date. The policy has been uploaded on the Companys website www.rajasthangasesltd.com

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-1"

Subsidiary, associate and joint venture companies

There were no other changes in the subsidiary, associate and joint venture companies which were reported earlier as "Annexure-2"

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large, except those related party transactions which were sanctioned by the shareholders vide Special Resolutions passed by postal ballot conducted during the year under review. The requisite details are given in Form AOC 2 is annexed herewith as "Annexure -3".

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT – 9 has been annexed with this report and forms part of this report as "Annexure-4"

Particulars of Employees

The information required under section 197 of the Act and rules made there-under with subsequent amendments thereto, in respect of employees of as shown below: a. Employed throughout the year and in receipt of remuneration aggregating to Rs.1,02,00,000 or more - Nil b. Employed for part of the year and in receipt of remuneration of Rs.8,50,000 or more per month - Nil

Note: Remuneration includes salary and value of perquisites and nature of employment is Contractual.

MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (with subsequent amendments thereto) is annexed with this report and forms part of this report as "Annexure-6"

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in notes to the financial statements.

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 Companys 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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. Women employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any sexual harassment complaint during the year 2016-17

GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses. Your Company appeals to you, its Shareholders, who are yet to register the E-mail addresses that they take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a Greener environment.

CORPORATE GOVERNANCE

Your company reaffirms its commitment to good corporate governance practices. The company complies with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing Obligations 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 has been annexed herewith as "Annexure-7"

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

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the company is Trading and developers sector. The management discussion and analysis given below discusses the key issues of the Trading and developers sector. the Report on Corporate Governance which forms a part of this Report has been annexed herewith as "Annexure-8

CAPITAL REDUCTION

The Company has proposed to undertake the Capital Reduction Process. The board of the Company in their meeting held on 20th March, 2018 accorded their approval for reduction of paid up share capital of the Company from Rs. 10 per equity share to Rs. 3 per equity share. The application is pending for Pre -approval Bombay Stock Exchange till Board Report.

SHARE CAPITAL

During the year under review the Authorized Share Capital of the company was 6000000 equity shares of Rs. 10/- each and Issued, Subscribed and Paid-up Share Capital was 5373800 shares of Rs. 10/- each.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and companys operations in future.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

The information required pursuant to rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report. However, as per the first proviso to section 136(1) and second proviso of rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and the financial statements are being sent to the members of the Company excluding statement of particulars of employees under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any member is interested in obtaining the copy of the said statement may write to the Company Secretary in advance.

Familiarization Programme of the Independent Directors

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

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned

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 Companys 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.

Development in Human Resources / Industrial Relations

The Company recognizes that the Employees are the most valuable resource and endeavors to empower its employees to meet business excellence while meeting their career aspirations. It continues to focus on progressive employee relation, policies and building high performance culture with the growth mindset where employees are engaged, productive and efficient. Industrial relations were cordial throughout the year

Cautionary Statement

Management Discussion and Analysis forming part of this Report is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

Adoption On IND AS

These are the Companys first Financial Statement prepared in accordance with INDAS. The Company has adopted INDAS as notified by the Ministry of Corporate Affairs w.e.f 1st April, 2017. The adoption of INDADS has been carried out in accordance with INDAS 101, "First Time Adoption of Indian Accounting Standards".

Annexure to this Report

The following are the annexure to this report:

i. Conservation of energy, technology absorption, Research and development and foreign exchange earnings and outgo in Annexure -1.

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

iii. Form AOC - 2 in Annexure - 3.

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

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

vi. Particulars of Remuneration in Annexure -6

vii. Corporate Governance Report in Annexure-7

viii. Management Discussion And Analysis Annexure -8

ACKNOWLEDGMENT

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

On behalf of the Board of Directors
Nikhilesh Khandelwal Gauri Bhagat
Managing Director Director
DIN : 06910438 DIN : 06950001
Place: Mumbai
Dated: 30.05.2018