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)
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