| Dear Members,
The directors have pleasure in presenting their 40th Annual Report,
together with the audited accounts of the Company, for the financial
year ended March 31, 2014 as follows:
FINANCIAL RESULTS (Amount in Rs. Lacs)
Particulars 2013-2014 2012-2013
Gross Income 14 26
Gross Profit (86) (161)
(before extra ordinary items, interest,
depreciation and tax)
Bad debts written off - -
Interest 22 33
Depreciation - -
Provision for Tax - -
Net Profit/(Loss) (167) (248)
Profit/(Loss) brought forward from last year - (158)
Profit/(Loss) carried to Balance Sheet (167) (406)
OPERATIONS REVIEW
The Company's oxygen plants at Khetri Nagar, Rajasthan continued to
remain closed because its main supplier Hindustan Copper Ltd (HCL) has
not yet restarted its smelter plant operation. This resulted in huge
financial losses to the Company.
DIVIDEND
In view of loss, the Board of Directors does not recommend any dividend
for the year ended March 31, 2014.
DIRECTORS
Mr. Vivek Sharma (DIN: 00041217), director of the Company retire by
rotation and is eligible for re- appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 ("the Act"), the directors confirm:
a. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
b. that they 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 the year;
c. that they 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 and
d. that they have prepared the annual accounts of the Company on a
going concern basis.
FIXED DEPOSITS
During the year, the Company has not invited or accepted any deposit
from the public under Section 58-A of the Companies Act 1956. No public
deposit is outstanding.
LISTING
The equity shares of Company are listed at Bombay Stock Exchange
Limited (BSE). The Company has not paid the listing fee for the year
2014-2015 to BSE due to financial constraint.
AUDITORS AND AUDITORS' REPORT
Pursuant to provisions of Section 224 of the Companies Act, 1956, M/s
Chaturvedi & Partners, Chartered Accountants, New Delhi (Firm
Registration No. 307068E) were the Statutory Auditors of the Company
who hold office up to the conclusion of the forthcoming Annual General
Meeting.
As per Section 139(2) of the Companies Act, 2013 they are eligible for
re-appointment for a term of three (03) consecutive years (Financial
years 2014-15,2015-16,2016-17) till the conclusion of the 43rd Annual
General Meeting of the Company, subject to ratification by the Members
at every Annual General Meeting. The Company has received a letter from
M/s Chaturvedi & Partners, Chartered Accountants, New Delhi to the
effect that their re-appointment, if made, would be in accordance with
the conditions prescribed under Section 139(2) of the Companies Act,
2013 and they are not disqualified for such re-appointment within the
meaning of Section 141 of the Act.
Information and explanation on remarks in the Auditors' Report:
i. In respect of auditors' observation regarding absence of external
confirmation from the customer/parties from whom these amounts are due.
It is submitted that company is trying to get confirmation from the
customers/external parties and expects to receive the same by the end
of upcoming quarter i.e. 30th September, 2014.
ii. In respect of auditors' observation regarding expiry of gas supply
agreement and restoration of Company's operation. It is submitted that
company is negotiating the extension of the same for the period HCL
smelter remained closed as consented by them earlier.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217 (1)(e) of the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988 is given in Annexure I which
forms part of the Directors' Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations and
financial position of the Company has been provided as Annexure II
which forms part of the Directors' Report.
CORPORATE GOVERNANCE REPORT AND GENERAL SHAREHOLDER INFORMATION
As required by Clause 49 (VI) of the listing agreement entered into by
the Company with the Stock Exchanges, a detailed report on corporate
governance is provided as Annexure III which forms part of the
Directors' Report. The Company is in compliance with the requirements
and disclosures that have to be made in this regard. The practicing
Company Secretary certificate on compliance with corporate governance
requirements by the Company is attached to the Corporate Governance
Report and forms part of the Directors' Report.
PERSONNEL
None of the employees of the Company was drawing salary in excess of
the limits prescribed under the Section 217(2A) of the Companies Act,
1956 read with the Companies (particular of employees) Rules 197
ACKNOWLEDGEMENT
Directors place on record their thanks for the assistance and
co-operation received from Banks and all other customers for their
continued support and patronage.
Your Directors also wish to place on record the dedicated and devoted
services rendered by all personnel of the Company.
Regd. office: For Bhagawati Gas Limited
Banawas, Khetri Nagar,
Jhunjhunu,
Rajasthan-333504
CIN: L24111RJ1974PLC005789 Rakesh Samrat Bhardwaj
Chairman
Date: 14th August, 2014
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