AKSHAT GASES LIMITED - reliancejute.com · E~mail : [email protected] NOTICE TO THE...

AKSHAT GASES LIMITEDCIN:L51909WB1986PLC040379

Regd. Office: Ideal Plaza, South Block, 4th Floor

11/1, Sarat Bose Road, Kolkata-700 020

Telephone No. (033) 2280 7017/18

E~mail : [email protected]

NOTICE TO THE MEMBERS

Notice is hereby given that the 29th Annual General Meeting of the shareholders of AkshatGases Limited will be held on Wednesday, the 30th September, 2015, at 12.30 P. M. at theRegistered Office of the Company at Ideal Plaza, South Block, 4th Floor, 11/1, Sarat BoseRoad, Kolkata-700 020, to transact the following business:

AS ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements of the Company for theyear ended 31st March, 2015 including the audited Balance Sheet as at 31st March,2015, Statement of Profit & Loss for the year ended on that date, and the Reports ofthe Directors’ and the Auditors’ thereon.

2. To appoint a Director in place of Sri Sanjay Hada, who retires by rotation and beingeligible, offers himself for re-appointment.

3. To appoint / ratify the appointment of M/s. S. S. Kotahri & Co., Chartered Accountants(ICAI Registration No. 302034E), as Statutory Auditors of the Company.

AS SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modification(s), the followingresolution as Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 14 and all other applicableprovisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation)Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for thetime being in force), Articles of Association, copy of which is placed before the meetingbe and is hereby approved and adopted in substitution and to the entire exclusion ofthe existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and arehereby authorised to do all such acts, deeds and things as may be necessary, proper orexpedient to give effect to this resolution.

5. To consider and if thought fit, to pass with or without modification(s), the followingresolutions as Ordinary Resolution:

RESOLVED THAT, pursuant to the provisions of Sections 196, 197, Schedule V andother applicable provisions of the Companies Act, 2013, and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof (for the timebeing in force), and the Articles of Association of the Company, Smt. Sonal Hada(holding DIN: 00305420) who was appointed as Managing Director of the Company bythe Board of Directors (“the Board”) with effect from 30th March, 2015, holds the officeupto the date of this Annual General Meeting in terms of Section 161 of the CompaniesAct, 2013, consent of the members, be and is hereby accorded for appointment of Smt.Sonal Hada, as Managing Director of the Company, for a period of 5 (five) years witheffect from 30th March, 2015 on the terms and conditions as specified in theExplanatory Statement pursuant to Section 102(1) of the Companies Act, 2013annexed to this Notice and on the remuneration, which is as follows:

(i) Salary: Rs.1000/- per month or such other sum as would be determined by theBoard of Directors from time to time.

(ii) Perquisites: You will not be entitled for any perquisite.

The remuneration mentioned above will be subject to the overall ceilings laid downunder Section 197 of the Companies Act, 2013 (the Act) read with Schedule Vthereto.

(iii) You will not be paid any sitting fee for attending the meeting of the Board or anyCommittee thereof.

(iv) In the event that the Company in any financial year during the aforesaid period,has no profit or its profits are inadequate, the remuneration payable to you shallnot exceed the limits specified in Section II of Part II of Schedule V to the Act orany modification or re-enactment thereof as minimum remuneration, subject tosuch approvals as may be required.

RESOLVED FURTHER that, the Board be and is hereby authorised to alter and varythe terms and conditions of appointment and/or remuneration, subject to the same notexceeding the limits specified under Section 197, read with Schedule V of theCompanies Act, 2013 (including any statutory modification(s) or re-enactment(s)thereof, for the time being in force).


RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicableprovisions, if any, of the Companies Act, 2013 (‘the Act’) read with Schedule IV to theAct and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘theRules’) including any statutory modification(s) or any amendment or any substitutionor any re-enactment thereof for the time being in force and Clause 49 of the ListingAgreement, Shri Govind Ram Banka (holding DIN: 00207385), who was appointed asan Additional Director by the Board with effect from 30th March, 2015, who is eligiblefor appointment as an Independent Director pursuant to the Companies Act, 2013 andthe Listing Agreement and in respect of whom the Company has received a notice inwriting under Section 160 of the Act from a member proposing his candidature for theoffice of Director, be and is hereby appointed as an Independent Director of theCompany, not liable to retire by rotation, to hold office for a period of five consecutiveyears.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to doall such acts, deeds and things as may be necessary to give effect to this resolution.

7. To appoint Shri Piyush Bhartia (holding DIN: 00154138) as an Independent Directorand in this regard to consider and if thought fit, to pass with or withoutmodification(s), the following resolutions as Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicableprovisions, if any, of the Companies Act, 2013 (‘the Act’) read with Schedule IV to theAct and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘theRules’) including any statutory modification(s) or any amendment or any substitutionor any re-enactment thereof for the time being in force and Clause 49 of the ListingAgreement, Shri Piyush Bhartia (holding DIN: 00154138), who was appointed as anAdditional Director by the Board with effect from 30th March, 2015, who is eligible forappointment as an Independent Director pursuant to the Companies Act, 2013 and theListing Agreement and in respect of whom the Company has received a notice inwriting under Section 160 of the Act from a member proposing his candidature for theoffice of Director, be and, is hereby appointed as an Independent Director of theCompany, not liable to retire by rotation, to hold office for a period of five consecutiveyears.



RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicableprovisions, if any, of the Companies Act, 2013 (‘the Act’) read with Schedule IV to theAct and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘theRules’) including any statutory modification(s) or any amendment or any substitutionor any re-enactment thereof for the time being in force and Clause 49 of the ListingAgreement, Shri Brijendra Kumar Kedia (holding DIN: 00957020), who was appointedas an Additional Director by the Board with effect from 30th July, 2015, who is eligiblefor appointment as an Independent Director pursuant to the Companies Act, 2013 andthe Listing Agreement and in respect of whom the Company has received a notice inwriting under Section 160 of the Act from a member proposing his candidature for theoffice of Director, be and, is hereby appointed as an Independent Director of theCompany, not liable to retire by rotation, to hold office for a period of consecutive fiveyears.


Ideal Plaza, South Block, 4th Floor11/1, Sarat Bose Road,Kolkata, the 29th May, 2015.

By Order of the Board,

S. K. SEKSARIADirector

(DIN:00309725)

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLEDTO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THEPROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. Proxies Forms, in order to be effective, must be properly signed and received by theCompany not less than 48 hours before the meeting.

3. The Register of Members of the Company shall remain closed from 25th September,2015 to 30th September, 2015 (both days inclusive).

4. The equity shares of the Company are activated for dematerialization with NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL) under ISIN No. INE 488J01010.

5. The shares of the Company have been listed at the Calcutta Stock Exchange Ltd. andthe Company has already paid listing fees to the said stock exchange for the year2015-16.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4The present Articles of Association of the Company are in accordance with the provisions ofCompanies Act, 1956. With the enactment of the Companies Act, 2013, most of theregulations contained in the Articles of Association of the Company have either becomeredundant or are not in tune with the provisions of the said Act. Under the Companies Act,2013, draft Articles (in case of a Company limited by shares) is provided in Schedule Fthereto.

In view of the aforesaid, it is proposed to replace the existing set of Articles of Associationwith a new set of Articles of Association containing regulations in accordance with theprovisions of the new Act and the rules made there under.

The draft Articles are available for your inspection at the Registered Office of theCompany, at any time during the working hours on any working day till the date of AnnualGeneral Meeting.

Pursuant to the provisions of Section 14 of the Companies Act, 2013 read with theCompanies (Incorporation) Rules, 2014, any alteration to the Articles of Association of theCompany requires prior approval of shareholders by way of Special Resolution.

Hence, the Board recommends the resolution for your approval. None of the Directors, KeyManagerial Personnel and their relatives are interested or concerned in the said resolutionto the extent of their shareholding in the Company.

Item No. 5The Board at its meeting held on 30th March, 2015 appointed Smt. Sonal Hada asManaging Director of the company till this Annual General Meeting.

The terms and conditions of his appointment are as follows:

1. Remuneration: As provided in the resolution.2. Period of appointment: Five years beginning on 30th March, 2015 and ending on 29th

March, 2020.3. Smt. Sonal Hada shall perform such duties as shall from time to time be entrusted to

him by the Board of Directors, subject to the superintendence, guidance and control ofthe Board of Directors.

The resolutions seeks the approval of the members in terms of Sections 196 and 197 readwith Schedule V and other applicable provisions of the Companies Act, 2013, and the Rulesmade there under (including any statutory modification(s) or re-enactment(s) thereof (forthe time being in force), for the appointment of Smt. Sonal Hada, as the Managing Directorof the Company with effect from 30th March, 2015.

No director, key managerial personnel or their relatives, except Smt. Sonal Hada, to whomthe resolutions relates, is interested or concerned in the resolution.

The Board recommends the resolution set forth in Item No. 5 for approval of the members.

Item No. 6The Board of Directors at its meeting held on 30th March, 2015, appointed Shri GovindRam Banka (holding DIN: 00207385) as an Additional Director of the Company with effectfrom 30th March, 2015.

The Company has received a notice from a member under Section 160 of the Act proposingShri Govind Ram Banka for the office of Director of the Company. Shri Banka is eligible forappointment as Director in the Company pursuant to the provisions of the Companies Act,2013. Shri Banka is not disqualified from being appointed as Director in terms of Section164 of the Companies Act, 2013 and other provisions of the Act as applicable and has givenhis written consent to act as a Director of the Company.

The Company has also received declaration from Shri Banka that meets with the criteria ofindependence as prescribed under Section 149(6) of the Act and Clause 49 of the ListingAgreement. In the opinion of the Board, Shri Banka fulfils the conditions for appointmentas Independent Director as specified in the Act and the Listing Agreement and isindependent of the management.

The Board considers that the appointment of Shri Banka as a member of the Board wouldbe beneficial for the Company. It is proposed to appoint Shri Govind Ram Banka as anIndependent Director under Section 149 of the Act and Clause 49 of the Listing Agreement,not liable to retire by rotation, for a term of five years.

Copy of the draft letter for appointment of Shri Banka as an Independent Director, settingout the terms and conditions of his appointment, is available for inspection without any feeby the member at the Registered Office of the Company during 10.00 A.M. to 5.00 P.M. onany working day.

Except Shri Govind Ram Banka, being an appointee, and his relatives, none of theDirectors and Key Managerial Personnel of the Company and their relatives is concernedor interested, financially or otherwise, in the resolution set out at Item No. 6. Informationpursuant to Clause 49 of the Listing Agreement is provided under Annexure –A.

Item No. 7The Board of Directors at its meeting held on 30th March, 2015, appointed Shri PiyushBhartia (holding DIN: 00154138) as an Additional Director of the Company with effectfrom 30th March, 2015.

The Company has received a notice from a member under Section 150 of the Act proposingShri Piyush Bhartia for the office of Director of the Company. Shri Bhartia is eligible forappointment as a Director in the Company pursuant to the provisions of the CompaniesAct, 2013. Shri Bhartia is not disqualified from being appointed as Director in terms ofSection 164 of the Companies Act, 2013 and other provisions of the Act as applicable andhas given his consent to act as a Director of the Company.

The Company has also received declaration from Shri Bhartia that meets with the criteriaof independence as prescribed under Section 149(6) of the Act and Clause 49 of the ListingAgreement. In the opinion of the Board, Shri Bhartia fulfils the conditions for appointmentas Independent Director as specified in the Act and the Listing Agreement and isindependent of the management.

The Board considers that the appointment of Shri Bhartia as a member of the Board wouldbe beneficial for the Company. It is proposed to appoint Shri Piyush Bhartia as anIndependent Director under Section 149 of the Act and Clause 49 of the Listing Agreement,not liable to retire by rotation, for a term of five years.

Copy of the draft letter for appointment of Shri Bhartia as an Independent Director,setting out the terms and conditions of his appointment, is available for inspection withoutany fee by the member at the Registered Office of the Company during 10.00 A.M. to 5.00P.M. on any working day.

Except Shri Piyush Bhartia, being an appointee, and his relatives, none of the Directorsand Key Managerial Personnel of the Company and their relatives is concerned orinterested, financially or otherwise, in the resolution set out at Item No. 6.

Item No. 8The Board of Directors at its meeting held on 30th July, 2015, appointed Shri BrijendraKumar Kedia (holding DIN: 00957020) as an Additional Director of the Company witheffect from 29th May, 2015.

The Company has received a notice from a member under Section 160 of the Act proposingShri Brijendra Kumar Kedia for the office of Director of the Company. Shri Kedia iseligible for appointment as Director in the Company pursuant to the provisions of theCompanies Act, 2013. Shri Kedia is not disqualified from being appointed as Director interms of Section 164 of the Companies Act, 2013 and other provisions of the Act asapplicable and has given his consent to act as a Director of the Company.

The Company has also received declaration from Shri Kedia that meets with the criteria ofindependence as prescribed under Section 149(6) of the Act and Clause 49 of the ListingAgreement. In the opinion of the Board, Shri Kedia fulfils the conditions for appointmentas Independent Director as specified in the Act and the Listing Agreement and isindependent of the management.

The Board considers that the appointment of Shri Kedia as a member of the Board wouldbe beneficial for the Company. It is proposed to appoint Shri Brijendra Kumar Kedia as anIndependent Director under Section 149 of the Act and Clause 49 of the Listing Agreement,not liable to retire by rotation, for a term of five years.

Copy of the draft letter for appointment of Shri Kedia as an Independent Director, settingout the terms and conditions of his appointment, is available for inspection without any feeby the member at the Registered Office of the Company during 10.00 A.M. to 5.00 P.M. onany working day.

Except Shri Brijendra Kumar Kedia, being an appointee, and his relatives, none of theDirectors and Key Managerial Personnel of the Company and their relatives is concernedor interested, financially or otherwise, in the resolution set out at Item No. 8. Informationpursuant to Clause 49 of the Listing Agreement is provided under Annexure –A.

Ideal Plaza, South Block, 4th Floor11/1, Sarat Bose Road,Kolkata, the 29th May, 2015.

By Order of the Board,

S. K. SEKSARIADirector

(DIN:00309725)

Annexure-‘A’Brief resume of the Directors seeking appointment or re-appointment at this AnnualGeneral Meeting (Pursuant to Clause 49(IV)(G)(i) of the Listing Agreement)

Name Brief Resume Directorship/Membership ofCommittee of the Board held inother Public Limited Companiesin India

No. ofsharesheld inCompany

Shri Govind RamBanka

Shri Govind RamBanka is Graduatein Commerce andhas vast experiencein Finance andAccounts.

Director:Ajay Investment Enterprise Ltd.B. P. Investments Ltd.Shraddha Investments Ltd.

–

Shri Piyush Bhartia Shri Piyush Bhartiais Graduate inCommerce. He ishaving more than 35years experience indiverse areas inaddition to realestate business.

Director:Ajay Investment Enterprise Ltd.B. P. Investments Ltd.Shraddha Investments LtdReliance Jute Mills(International) Ltd.

–

Shri BrijendraKumar Kedia

Shri BrijendraKumar Kedia isGraduate in Arts.He has vastexperience indiverse areas inservice sector.

Director:Ajay Investment Enterprise Ltd.B. P. Investments Ltd.Shraddha Investments Ltd.

–

AKSHAT GASES LIMITED

DIRECTORS' REPORT

DEAR MEMBERS,

Your Directors have pleasure in presenting the audited Balance Sheet of the Company as

at 31st March, 2015 and the Statement of Profit and Loss for the year ended on that date

for your perusal, consideration and adoption.

FINANCIAL RESULTS:

The Companys result for the year ended 31st March, 2015 shows a profit of Rs.4,35,902/-

from which have been deducted provision for current tax amounting to Rs.1,33,335/-,

provision for deferred tax liability amounting to Rs.6,427/-, Income tax for earlier year was

Rs.2,822/- and MAT Credit Entitlement amounting to Rs.4,665/- thereby leaving a net

profit of Rs.2,88,653/-. This has been added to the credit balance brought forward from

previous year 40,28,513/- thereby making net surplus of Rs.43,17,166/- which has been

carried to the Balance Sheet.

DIRECTORS:

Shri S. Hada retires by rotation from the office of Directors at the forthcoming Annual

General Meeting of the Company and being eligible, offers himself for re-appointment.

Shri Piyush Bhartia and Shri Govind Ram Banka has appointed as Additional Directors of

the company with effect from 30th March, 2015, who will hold the office upto 29th March,

2015.

Shri Brijendra Kumar Kedia has appointed as an Additional Director of the company with

effect from 30th July, 2015.

Brief particulars of the Directors seeking re-appointment have been given in the Notice

convening Annual General meeting.

Smt. Nandita Jain was resigned from the post of director of the Board of the Company with

effect from 30th March, 2015.

Non-Executive Woman Director

As per provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement,

every listed Company shall have at least one Woman Director, Smt. Sonal Hada

(DIN: 00305420) is already on the Board.

Independent Directors

The Board at their meeting held on 30th March, 2015 appointed Shri Govind Ram Banka,

(DIN: 00207385), and Shri Piyush Bhartia (DIN: 00154138), as Independent Directors of

the Company to hold office for a period of five consecutive years for a term upto 29th March,

2020, and Shri Brijendra Kumar Kedia (DIN: 00957020) as Independent Director of the

Company to hold office for a period of five consecutive years for a term upto 29th July, 2020

and whose period of office were not liable to determination by retirement of directors by

rotation.

id8105531 pdfMachine by Broadgun Software - a great PDF writer! - a great PDF creator! - http://www.pdfmachine.com http://www.broadgun.com

Managing Director

The Board have appointed Smt. Sonal Hada (DIN: 00305420) as the Managing Director of

the Company with effect from 1st April, 2015.

Statement of Declarations Given by Independent Directors

All Independent Directors of the Company have given declarations that they meet the

criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 5 (Five) times during the year under review. More details are

available in the Corporate Governance Report.

CORPORATE GOVERNANCE

In compliance with the requirement of Clause 49 of the Listing Agreement, a separate

report on Corporate Governance along with a certificate from the Practicing Company

Secretary confirming the compliance is attached as Annexure I which forms part of this

report.

AUDIT COMMITTEE

The Board has constituted the Audit Committee with three members, out of which two are

Non-executive Independent Directors and one Director. More details on the Audit

Committee are given in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee was re-constituted on 30th July, 2015

consisting of Shri Govind Ram Banka, Shri Brijendra Kumar Kedia and Shri Piyush

Bhartia as members. More details on this Committee are given in the Corporate

Governance Report.

SHARE TRANSFER AND STAKEHOLDERS GRIEVANCE & RELATIONSHIP

COMMITTEE

The provisions of the Companies Act, 2013 and the Listing Agreement relating to

constitution of Stakeholders Grievance & Relationship Committee are not applicable to the

Company. However, the Company has appointed M/s. S. K. Infosolutions Pvt. Ltd., as the

Registrar and Share Transfer Agents for carrying out the share transfer functions and to

solve the shareholders grievances, if any.

The shares of the Company are listed on the Calcutta Stock Exchange Ltd. The Companys

shares are compulsorily traded in the dematerialised form. The ISIN number allotted is

INE 429J01014. The details of shareholding pattern, distribution of shareholding and

share prices are mentioned separately in the attached Corporate Governance Report. Only

11.86% of share capital is held in physical mode.

STATUTORY AUDITORS:

M/s S. S. Kothari & Co., Chartered Accountants (ICAI Registration No. 302034E),

Statutory Auditors of the Company was appointed for a consecutive term of three years to

hold office upto 2017 subject to ratification by the members in every annual general

meeting. The Board recommends ratifying the tenure of M/s S. S. Kothari & Co.,

Chartered Accountants (ICAI Registration No. 302034E), Statutory Auditors of the

Company from the conclusion of the ensuing Annual General Meeting until the conclusion

of the next Annual General Meeting.

SECRETARIAL AUDITORS

A Secretarial Audit was conducted by the Secretarial Auditor, Ms. Prity Agarwal (ACS No.

33094), Practicing Company Secretary (having C.P. No.14676), in accordance with the

provisions of Sec. 204 of the Companies Act, 2013. The Secretarial Auditors Report is

attached as Annexure II and forms part of this Report of the Directors. The qualifications

or observations or remarks made by the Secretarial Auditor in the Report are considered

by the compliance officer of the company.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return of the Company as provided under sub-section 3 of

Section 92 of the Companies Act, 2013 as on 31st March, 2015 is given in Annexure III

forming part of this report.

AUDITORS' REPORT:

Points raised in the Auditors Report are mentioned in the Notes which are

self-explanatory.

FIXED DEPOSITS

The Company has not accepted any deposits from the public, and as such, there are no

outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

DISCLOSURE

Following disclosures are made under The Companies (Accounts) Rules, 2014:

(i) The financial summary or highlights are discussed at the beginning of this report;

(ii) There is no change in the nature of business;

(iii) There is no company which has become or ceased to be the Companys subsidiary, joint venture or associate Company during the year.

(iv) No significant and material order was passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans and investments made by the Company have been discussed in the

Note No. 2.5, and 2.8 to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There was no related party transaction during the year under review.

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

The provisions relating to conservation of energy, technology absorption and foreign

exchange earnings and outgo required under Sec. 134(3)(m) read with Rule 8(3) of the

Companies (Accounts) Rules, 2014 is not applicable to the Company.

The prescribed particulars of Employees required under Sec. 134(3)(q) read with Rule 5 of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is

not applicable to the Company.

PARTICULARS OF EMPLOYEES

Disclosure in terms of provisions of Section 197(12) of the Companies Act, 2013 read with

rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the

provisions of Sec. 134(3)(c) read with Sec. 134(5) of the Companies Act, 2013 and Clause

49(III)(4)(a) of the listing agreement with Stock Exchange in the preparation of annual

accounts for the year ended on 31st March, 2015 and state that:

(a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for

safe-guarding the assets of the Company and for preventing and detecting fraud

and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating

effectively; and

(f) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism / whistle blower policy. The policy allows

intimation of concern or misconduct made in good faith by affected persons through a

written communication. Audit Committee oversees the vigil mechanism for disposal of the

complaint. Direct access to the Chairperson of the Audit Committee is also allowed in

exceptional cases.

APPRECIATION

Your Directors record their sincere appreciation of the dedication and commitment of all

employees at all levels in achieving and sustaining excellence in all areas of the business.

Your Directors thank shareholders, customers, suppliers, bankers and other stakeholders

for their continuous support to the Company.

Sd/-

Ideal Plaza, South Block, 4th Floor

11/1, Sarat Bose Road

Kolkata, the 29th day of May, 2015

S. Hada (DIN:00305476)

Sd/- Directors

S. K. SEKSARIA

(DIN:00309725)

ANNEXURE I TO THE DIRECTORS REPORT

REPORT ON CORPORATE GOVERNANCE [Pursuant to Clause 49 of the Listing Agreement with CSE Ltd. ]

1. Company philosophy on Code of Governance

Akshat Gases Ltd. firmly believes in the implementation of best practices of corporate governance so that the company could achieve its corporate goals and further enhance stakeholders value. It has been its endeavor to attach a great deal of importance on ensuring fairness, transparency, accountability and responsibility towards all stakeholders, besides consistently implementing the best possible practices by providing optimum level of information and benefits to all the stakeholders.

2. Board of Directors: a. Composition and Category of Directors

The Board of Directors (the Board) consists of 6 (Six) Directors of which there are two Non-Executive Directors, Three Independent Directors, One Woman Director and who is also sitting in the post of Managing Director.

b. Details of Directors

Smt. Sonal Hada has been appointed as a Managing Director of the Company w.e.f. 1st April, 2015 for a period of 5 (five) years in compliance with requirement of Section 203 of the Companies Act, 2013. He is vested with powers of overall management of the affairs of the Company subject to the superintendence and guidance of the Board of Directors. The Companies Act, 2013 and Clause 49 of the Listing Agreement require that at least one Woman Director should be a member of the Board of Directors. Hence, the presence of Smt. Sonal Hada on the Board of the Directors of the Company is in conformity with the new requirement of the Companies Act, 2013 as well as the Listing Agreement. Shri Govind Ram Banka and Shri Piyush Bhartia were appointed as Additional Directors (Independent) of the Company with effect from 30th March, 2015 for a period of 5 (five years) and Shri Bijendra Kumar Kedia was appointed as Additional Director (Independent) of the company w.e.f. 29th July, 2015 in compliance with the provisions of Sec. 149 of the Companies Act, 2013 subject to approval by the members of the Company at the ensuing Annual General Meeting they will be re-appointed as Director under section 160 of the Companies Act, 2013 . All Directors have certified that the disqualifications mentioned under Sec. 164, 167 and 169 of the Companies Act, 2013 do not apply to them. Independent Directors have confirmed that they have complied with the Code for Independent Directors mentioned in Schedule IV of the Companies Act, 2013 and that they are not disqualified to act as an independent director in compliance with the provisions of Section 149 of the Companies Act, 2013.

c. Declaration on compliance with Code of Conduct: The Code of Conduct laid down by the Company and adopted by the Board of Directors is applicable to the members and all senior employees of the Company. This Code of Conduct emphasizes the Companys commitment to compliance with the highest standards of legal and ethical behaviour. All Directors and Senior Management have adhered to the Code of Conduct of the Company during the year and have signed declarations of compliance to the Code of Conduct. The declaration signed by Smt. Sonal Hada, Managing Director affirming the compliance of the Code of Conduct by the Board Members and Senior Management is given separately in the Annual Report.

d. Shareholding of Directors and Key Managerial Personnel

As on 31st March, 2015 following shares of the Company were held by Directors and Key Managerial Personnel of the Company:

Name Designation No. of shares held as on 31.03.2015

Smt. Sonal Hada** Managing Director 13167 Smt. Sanjay Hada Non-executive Director NIL Shri Shiv Kumar Seksaria Non-executive Director NIL Shri Govind Ram Banka* Independent Director NIL Shri Piyush Bhartia* Independent Director NIL Shri Brijendra Kumar Kedia*** Independent Director NIL

*Appointed w.e.f. 30.03.2015. **Appointed as M.D w.e.f 01.04.2015. ***Appointed w.e.f 30.07.2015.

e. Board Meetings, Annual General Meeting and Attendance During the financial year ended 31st March, 2015, 5(five) Board Meetings were held which are as follows: 30th May, 2014, 12th August, 2014, 7th November, 2014, 6th February, 2015 and 30th March, 2015.

The Attendance of the Directors at the Board meetings and the Annual General Meeting and remuneration paid to them for attending the Board meetings is given below:

Name of Directors No. of Meetings Held Attended

Fees Paid Rs.

Attendance at last AGM held on

27.09.2014 Smt. Sonal Hada** 5 5 Nil Yes Shri. Sanjay Hada 5 5 Nil Yes Shri Shiv Kumar Seksaria 5 5 Nil Yes Shri Govind Ram Banka* 5 N.A N.A N.A Shri Piyush Bhartia* 5 N.A N.A N.A Shri Brijendra Kumar Kedia*** 5 N.A N.A N.A Smt. Nandita Jain**** 5 5 Nil No

*Appointed w.e.f. 30.03.2015. **Appointed as M.D w.e.f 01.04.2015. ***Appointed w.e.f 30.07.2015. ****Resigned w.e.f 30.03.2015

f. Board Committee The Board of Directors has constituted the Audit Committee on 29th May, 2015 in compliance

with the requirements of the Companies Act, 2013 and Corporate Governance requirements

under Clause 49 of the Listing Agreement with the Stock Exchange.

The composition, terms of reference, attendance and other details of these Committees are

mentioned later in this Report.

g. Directorships and Committee membership in other companies None of the Directors on the Board is a member of more than 10 Committees and Chairman of

more than 5 Committees (as specified in Clause 49(II)(D) of the revised Listing Agreement with

the Stock Exchange across all companies in India of which he is a Director).

Independent Directors dont serve in more than 7 listed companies. None of the Independent

Directors are Whole-time Directors in any listed Company so the limitations mentioned in

Clause 49(II)(B)(2) of the revised Listing Agreement with Stock Exchange is not applicable.

Directorships and membership of Committees in other Companies held by Directors as on

31st March, 2015 are given below:

No. of other Committees****

Chairmanships/Memberships

Name of Directors No. of other

Directorships

Chairman Member Smt. Sonal Hada** 13 Shri. Sanjay Hada 19 Shri Shiv Kumar Seksaria 19 Shri Govind Ram Banka* 10 3 Shri Piyush Bhartia* 9 3 Shri Brijendra Kumar Kedia*** 3

*Appointed w.e.f. 30.03.2015. **Appointed as M.D w.e.f 01.04.2015. ***Appointed w.e.f 30.07.2015.

****Only Audit Committee and Stakeholders Relationship Committee are considered as per

Clause 49(II)(D) of revised Listing Agreement with Stock Exchange.

3. Audit Committee a) Constitution and Composition:

The Audit Committee have been constituted on 29th May, 2015 which consists of three

members viz. Shri Shiv Kumar Seksaria, Director and Shri Govind Ram Banka, Independent

Director and Shri Piyush Bhartia, Independent Director.

Shri Shiv Kumar Seksaria, Director has accounting and related financial management expertise.

The Statutory Auditors and Internal Auditors are invited to the meetings to discuss with the

Directors the scope of audit, their comments and recommendation on the accounts, records,

risks, internal procedures and internal controls of the Company and to discuss the Internal Audit

Reports. Minutes of the Audit Committee meetings are circulated to all Directors and discussed

at the Board meetings.

b) Terms of Reference

The role and terms of reference of the Audit Committee are in accordance with the provisions of

Section 177 of the Companies Act, 2013 and as specified under Clause 49 of the listing

agreement. The role of the audit committee includes the following:

Overall assessment of the Companys financial reporting process and examination of the

financial statement and the auditors report thereon;

Recommending the terms of appointment of the statutory and cost auditors of the

Company along with proposed remuneration;

Discussion with statutory auditors before the audit commences, about the nature and

scope of audit as well as post-audit discussion to ascertain auditors independence and

performance and effectiveness of audit process;

Scrutiny of inter-corporate loans and investments;

Reviewing the adequacy of internal audit function, reporting structure coverage and

frequency of internal audit;

Examining the findings of the Internal Auditors and to discuss these periodically with the

Companys officials relating to internal control procedures;

Reviewing the compliances with listing agreement and other legal requirements relating

to financial statements;

Reviewing the Companys Financial and Risk Management Policies;

Disclosure of transactions of the company with related parties;

Reviewing the accounting policies and adoption of applicable accounting standards;

Reviewing compliances as regards the Company's Vigil Mechanism/Whistle Blower

Policy.

c) Internal Audit The Internal Auditors appointed by the Company conducts the internal audit and submit its

report to the Audit Committee on yearly basis.

d) Meetings and attendance The Audit Committee have been constituted with the above-mentioned composition by the

Board at their meeting held on 29th May, 2015 with terms of reference as required under Section

177 of the Companies Act, 2013. The meeting of the Audit Committee will be held in financial

year 2015-16.

4. Nomination and Remuneration Committee The Nomination and remuneration committee was formed with three Independent Directors,

Shri Govind Ram Banka, Shri piyush Bhartia and Shri Brijendra Kumar Kedia with effect from

30th July, 2015.

5. Remuneration to Directors a) The Directors dont receive sitting fees for attending the meetings of the Board or any

Committee thereof.

b) Details of remuneration to Executive Directors Managing Director was appointed on 1st April, 2015. Hence, remuneration paid to him will be shown in the financial year 2015-16. The appointment of the executive director is governed by the Articles of Association of the Company and the resolutions passed by the Board of Directors and the members of the Company. As per terms of appointment, the Company and the Executive Directors have the right to terminate the appointment by giving one months prior notice in writing to the other. There is no provision for payment of severance fees under the resolutions governing the appointment of Executive Directors. The Company has not issued any stock options to its Directors. None of the Non-executive Directors except Smt. Sonal Hada hold any share in the Company. The Company has not entered into any material pecuniary relationship or transactions with the Non-executive Directors.

6. General Body Meetings

a) Location and date/time where last three Annual General Meetings (AGM) were held and

No. of Special Resolutions passed:

A

t

t

h

e

A

n

n

u

a

Annual General Meeting held on 27th September, 2014, three Special Resolutions were passed

for (i) authorization for borrowings under Section 180(1)(c) of the Companies Act, 2013 (ii)

authorization for giving loans, giving guarantee/providing security for a loan to any other body

corporate and making investments in shares and securities of other body corporate under

Section 186 of the Companies Act, 2013 (iii) authorization for giving donation to bona fide

charitable and other funds under Section 181 of the Companies Act, 2013.

b) Postal Ballot During the year no resolution was passed through Postal Ballot.

7. Disclosures: a) There was no related party transaction during the year which requires disclosure pursuant to the

provisions of the Companies Act, 2013 and the Listing Agreement.

b) There were no instances of non-compliance by the Company or any penalties or strictures

imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter

related to capital markets during the last three years.

c) All mandatory requirements and all the non-mandatory requirements have appropriately been complied with the exception that the Company doesnt send the half yearly financial

performance to each household of shareholders who have not registered their E-mail ID with the

Company or the Depository Participants.

d) No presentations were made to institutional investors and analysts during the year.

e) The Company has only one subsidiary i.e Excellent Dealers Ltd.

f) There was no public issue, rights issues or other public offerings during the past five years. The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

AGM

No.

Relating to

Financial

Year

Date Time Venue No. of Special

Resolutions

passed

26th 31.03.2012 15.09.2012

1.30 P.M. Ideal Plaza, South Block, 4th

Floor, 11/1, Sarat Bose Road,

Kolkata-700 20

Nil

27th 31.03.2013 22.08.2013

1.30 P.M Ideal Plaza, South Block, 4th


Kolkata-700 20

Nil

28th 31.03.2014 27.09.2014

2.30 P.M. Ideal Plaza, South Block, 4th


Kolkata-700 20

3

8. Means of communication: a) The quarterly, half yearly and annual financial results of the Company are forwarded to the

Calcutta Stock Exchange Limited (CSE) upon approval by the Board of Directors and are

published in a Newspaper in English and Bengali (Regional Language).

b) Shareholders communication including Notices and Annual Reports are being sent to the E-mail address of members available with the Company and the Depositories. Annual Accounts are

also sent to Members at least 25 days before the date of Annual General Meeting.

c) Address for communication All communication regarding share transactions, change of address, bank mandates,

nominations etc. should be addressed to the Registrars and Share Transfer Agents of the

Company at the following address:

S. K. Infosolutions Pvt. Ltd. 34/1A, Sudhir Chatterjee Street Kolkata-700 006 Tel. No.: (033) 2219 6797 Fax No. : (033) 2219 4815 E~mail: [email protected] Complaints, if any, may also be addressed to the Managing Director at the Registered Office at Ideal Plaza., South Block, 4th Floor, 11/1, Sarat Bose Road, Kolkata-700 020 or sent by E-mail at [email protected]

9. General Shareholders Information: a) AGM: Date, Time and Venue

: 30th September, 2015 at 12.30 P. M. 2015 at

Ideal Plaza, South Block, 4th Floor, 11/1, Sarat Bose Road, Kolkata-700 020.

b) Financial Year

: The Financial Year of the Company ended on 31st March, 2015.

c) Date of Book Closure : From 25th September, 2015 to 30th September, 2015 (both days inclusive).

d) Dividend payment date : No dividend was recommended for declaration for the year ended 31st March, 2015.

e) Listing of Securities

: The Calcutta Stock Exchange Ltd. 7, Lyons Range Kolkata-700 001

Annual Listing Fees have been paid and all requirements of the Stock Exchange where the shares of the Company are listed, including submission of quarterly reports and certificates, were complied with.

f) Stock Code-Physical : 11184 at the Calcutta Stock Exchange Ltd.

mailto:[email protected]:[email protected]

Demat ISIN Number for NSDL & CDSL

INE 429J01014.

g) Market Price Data (High / Low during each month in 2014-15)

: Information has been given at the end of Clause 9

h) Stock performance of the Company in comparison to CSE Sensex. (April, 2014 to March, 2015)

: Such information is not available on CSE.

i) Registrar and Share Transfer Agent : M/s. S. K. Infosolutions Pvt. Ltd. 34/1A, Sudhir Chatterjee Street Kolkata-700 006 Tel. No. (033) 2219 6797 Fax No. (033) 2219 4815 E-mail: [email protected]

j) Share Transfer System : Information has been given at the end of Clause 9

k) Distribution of Shareholding as on 31st March, 2015

Information has been given at the end of Clause 9

l) Dematerialization of shares and liquidity

: As on 31st March, 2015, 88.14% of the Companys paid-up share capitals representing 441250 shares are held in dematerialized form.

m) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date likely impact on equity

: Not issued

n) Plant location : N.A.

m) Address for correspondence : Akshat Gases Ltd. CIN: L51909WB1986PLC040379 VNSS Business Centre Ideal Plaza, South Block, 4th Floor 11/1, Sarat Bose Road Kolkata-700 020 Phone: (033) 2280 7017/18 Fax: (033) 2280 7016 E-mail: [email protected]

Information in respect of clause 9(g) Market Price data: High, Low during 2014-15 is given in the table below:

Month / Year High (Rs.)

Low (Rs.)

April, 2014 6.75 6.75 May, 2014 6.75 6.75 June, 2014 6.75 6.75 July, 2014 6.75 6.75 Aug., 2014 6.75 6.75 Sept., 2014 6.75 6.75 Oct., 2014 6.75 6.75 Nov., 2014 6.75 6.75 Dec., 2014 6.75 6.75 Jan., 2015 6.75 6.75 Feb., 2015 6.75 6.75

March, 2015 6.75 6.75


Information in respect of clause 11(j) Share Transfer System Share transfers in physical and demat form are processed by the Registrar and Share Transfer Agent, M/s S. K. Infosolutions Pvt. Ltd. on regular basis. The transfer/transmission of shares are approved in accordance with the powers delegated by the Board of Directors to the Managing Director and Directors of the Company.

The shares lodged for transfers/dematerialisation are processed within 15 days from the date of their lodgement, if transfer instruments are found valid and complete in all respects. As stipulated by SEBI, M/s. N. K. & Associates, a firm of Practicing Company Secretaries, carries out the secretarial audit to reconcile the total admitted capital in dematerialised form (held with NSDL and CDSL) and total number of shares in physical form and to confirm that the total listed and paid-up capital are in agreement with the aggregate number of shares. This audit is carried out in every quarter and the report is submitted to the Calcutta Stock Exchange Limited. Information in respect of clause 11(k)

(a) Distribution of shareholdings as on 31st March, 2015:

Category (No. of shares)

No. of shareholders

Percentage No. of Shares Percentage

Upto 500 9 31.03 930 0.18 501 1000 1 3.45 610 0.12

1001 2000 1 3.45 1160 0.23 2001 3000 - - - - 3001 4000 - - - - 4001 5000 - - - -

5001 10000 1 3.45 5500 1.10 10001 50000 16 55.17 297250 59.37 50001 - 100000 - - - - 100001 & above 1 3.45 195200 39

Total 29 100.00 500650 100.00 (b) Shareholding Pattern as on 31st March, 2015:

Category No. of Shares Percentage Promoter/ Promoter Group 375400 74.98 Financial Institutions/Banks - - Other Corporate Bodies 113350 22.64 General Public 11900 2.38 Non-Resident Individuals - - Total 500650 100.00

Ideal Plaza, 11/1, Sarat Bose Road Kolkata, Dated: 29th May, 2015

For and on behalf of the Board Sd/-

Sonal Hada Managing Director

(DIN:00305420)

Declaration regarding Code of Conduct as required under Clause 49 of the Listing Agreement

I hereby declare that all the Board Members and Key Managerial Personnel (including Senior

Management Personnel) of the Company have affirmed compliance with the Companys Code of

Conduct for the financial year ended 31st March, 2015.

Kolkata Dated: 29th May, 2015

For and on behalf of the Board

Sd/- Sonal Hada

Managing Director (DIN:00305420)

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification as required under

Clause 49 of the Listing Agreement

To

The Board of Directors

Akshat Gases Limited

I, the undersigned, in our respective capacities as Managing Director of Akshat Gases Ltd. (the

Company) to the best of our knowledge and belief certify that:

(a) I have reviewed financial statements and the cash flow statement for the year ended 31st March, 2015 and based on our knowledge and belief, we state that

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Companys affairs and are in

compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of internal control systems of the Company pertaining to

financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in

the design or operation of such internal controls, if any, of which we are aware and the steps we have

taken or propose to take to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee that

(i) there have not been any significant changes in internal control over financial reporting during the year under reference;

(ii) there have not been any significant changes in accounting policies during the year requiring disclosure in the notes to the financial statements.

(iii) there have not been any instances during the year of significant fraud of which we had become aware and the involvement therein, if any, of the management or an employee having a

significant role in the Companys internal control system over financial reporting.

Sd/- Place: Kolkata

Date: 29th May, 2015

Sonal Hada Managing Director

(DIN:00305420)

Practicing Company Secretaries Certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement

To the Members of Akshat Gases Ltd., We have examined the compliance of conditions of corporate governance by Akshat Gases Ltd. (the Company) for the year ended 31st March, 2015, as stipulated in clause 49 of the listing agreement of the

Company with the CSE Limited.

The compliance of conditions of corporate governance is the responsibility of the management. Our

examination was limited to procedures and implementation thereof, adopted by the Company for

ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an

expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we

certify that the Company has complied with the conditions of corporate governance as stipulated in the

above mentioned listing agreement.

We have been explained that no investor grievances are pending for a period exceeding one month

against the Company as per the records maintained by the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company

nor the efficiency or effectiveness with which the management has conducted the affairs of the

Company.

Sd/-

Dated the 29th day of May, 2015

Prity Agarwal Company Secretary

Registration No. 33094

Membership No14676

ANNEXURE II TO THE DIRECTORS REPORT

MR3

SECRETARIAL AUDIT REPORT

For the financial h, 2015)

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Board of Directors

Akshat Gases Ltd.

Ideal Plaza, South Block, 4th Floor


Kolkata-700 020

I have conducted the secretarial audit of the compliance of applicable statutory provisions

and the adherence to good corporate practices by Akshat Gases Ltd. (hereinafter called

the Company). Secretarial Audit was conducted in a manner that provided us a

reasonable basis for evaluating the corporate conducts/statutory compliances and

expressing my opinion thereon. Based on our verification of the books, papers, minute

books, forms and returns filed and other records maintained by the Company and also the

information provided by the Company, its officers, agents and authorized representatives

during the conduct of secretarial audit, we hereby report that in our opinion, the Company

has, during the audit period ended on 31st March, 2015 complied with the statutory

provisions listed hereunder and also that the Company has proper Board-processes and

compliance-mechanism in place to the extent, in the manner and subject to the reporting

made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other

records maintained by Ajay Investment Enterprise Ltd. (the Company) for the period

ended on 31st March, 2015 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there under;

II. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made there under;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment

and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 (SEBI Act) to the extent applicable to the

Company:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing

with client;

e. The Securities and Exchange Board of India (Delisting of Equity Shares)

Regulations, 2009;

f. The Securities and Exchange Board of India (Buyback of Securities)

Regulations, 1998;

g. the Company has complied with the requirements under the Equity Listing

Agreements entered into with the Calcutta Stock Exchange Ltd.; and

h. The Memorandum and Articles of Association.

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India.

ii) The Listing Agreements entered into by the Company with the Calcutta Stock

Exchange Ltd.

During the period under review the Company has complied with the provisions of the

Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc mentioned

above.

2. I further report that the Company has, in my opinion, complied with the provisions of

the Companies Act, 1956 and the Rules made under that Act and the provisions of

Companies Act, 2013 as notified by Ministry of Corporate Affairs and the

Memorandum and Articles of Association of the Company, with regard to:

a) Maintenance of various statutory registers and documents and making necessary

entries therein;

b) Closure of the Register of Members.

c) Forms, returns, documents and resolutions required to be filed with the Registrar

of Companies and the Central Government;

d) Service of documents by the Company on its Members, Auditors and the Registrar

of Companies;

e) Notice of Board meetings and Committee meetings of Directors;

f) The meetings of Directors and Committees of Directors including passing of

resolutions by circulation;

g) The 42nd Annual General Meeting held on 27th September, 2014;

h) Minutes of proceedings of General Meetings and of the Board and its Committee

meetings;

i) Approvals of the Members, the Board of Directors, the Committees of Directors and

the government authorities, wherever required;

j) Constitution of the Board of Directors / Committee(s) of Directors, appointment,

retirement and reappointment of Directors including the Managing Director and

Whole-time Directors;

k) Payment of remuneration to Directors including the Managing Director and Whole-

time Directors,

l) Appointment and remuneration of Auditors and Cost Auditors;

m) Transfers and transmissions of the Companys shares and issue and dispatch of

duplicate certificates of shares;

n) Declaration and payment of dividends;

o) Transfer of certain amounts as required under the Act to the Investor Education

and Protection Fund and uploading of details of unpaid and unclaimed dividends

on the websites of the Company and the Ministry of Corporate Affairs;

p) Borrowings and registration, modification and satisfaction of charges wherever

applicable;

q) Investment of the Companys funds including investments and loans to others;

r) Form of Balance Sheet as prescribed under Part I, Form of Statement of Profit and

Loss as prescribed under Part II and General Instructions for preparation of the

same as prescribed in Schedule VI to the Act;

s) Directors Report;

t) Contracts, common seal, registered office and publication of name of the Company;

and

u) Generally, all other applicable provisions of the Act and the Rules made under the

Act.

3. I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The

changes in the composition of the Board of Directors that took place during the

period under review were carried out in compliance with the provisions of the Act.

The Company has appointed Managing Director but Company Secretary and CFO have not been appointed by the Company pursuant to the provisions of the

Companies Act, 2013 and the Listing Agreement.

The Company has duly constituted Audit Committee, Nomination and Remuneration Committee but constitution of other Committees as per provisions of

the Companies Act, 2013 and the Listing Agreement are not applicable to the

Company.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a

system exists for seeking and obtaining further information and clarifications on

the agenda items before the meeting and for meaningful participation at the

meeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

The Company has obtained all necessary approvals under the various provisions of the Act;

There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SEBI Act, SCRA, Depositories Act, Listing

Agreement and Rules, Regulations and Guidelines framed under these Acts

against / on the Company, its Directors and Officers.

The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of

Business Conduct & Ethics for Directors and Management Personnel;

4. The Company has complied with the provisions of the Securities Contracts (Regulation)

Act, 1956 and the Rules made under that Act, with regard to maintenance of minimum

public shareholding.

5. I further report that the Company has complied with the provisions of the Depositories

Act, 1996 and the Byelaws framed thereunder by the Depositories with regard to

dematerialization/ rematerialisation of securities and reconciliation of records of

dematerialized securities with all securities issued by the Company.

6. The Company has complied with the provisions of the FEMA, 1999 and the Rules and

Regulations made under that Act to the extent applicable.

7. I further report that:

a. the Company has complied with the requirements under the Equity Listing

Agreements entered into with the Calcutta Stock Exchange Limited;

b. the Company has complied with the provisions of the Securities and Exchange

Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the

provisions with regard to disclosures and maintenance of records required under

the said Regulations;

c. the Company has complied with the provisions of the Securities and Exchange

Board of India

(Prohibition of Insider Trading) Regulations, 1992 including the provisions with

regard to disclosures and maintenance of records required under the said

Regulations;

8. I further report that based on the information received and records maintained there

are adequate systems and processes in the Company commensurate with the size and

operations of the Company to monitor and ensure compliance with applicable laws,

rules, regulations and guidelines.

I further report that there are adequate systems and processes in the company

commensurate with the size and operations of the Company to monitor and ensure

compliance with applicable laws, rules, regulations and guidelines.

Place: Kolkata

Dated the 29th day of May, 2015

Prity Agarwal

Practicing Company Secretary

Sd/-

Membership No. 33094

C. P. No. 14676

ANNEXURE III TO THE DIRECTORS REPORT

FORM No. MGT-9

EXTRACT OF ANNUAL RETURN

as on financial year ended 31st March, 2015 [Pursuant to Sec. 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management

and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

(i) CIN : L51909WB1986PLC040379

(ii) Registration Date : 19th March, 1986

(iii) Name of the Company : Akshat Gases Ltd.

(iv) Category / Sub-Category of the Company

: Company limited by shares / Indian Non-Government Company

(v) Address of the Registered Office and contact details

: Ideal Plaza, South Block, 4th Floor 11/1, Sarat Bose Road Kolkata-700 020 Tel. No. (033) 2280 7017/18 Fax No. (033) 2280 7016 E-mail: [email protected]

(vi) Whether listed company : Yes. Listed at The Calcutta Stock Exchange Ltd.

(vii) Name, Address and Contact details of Registrar and Transfer Agent , if any

M/s. S. K. Infosolutions Pvt. Ltd. 34/1A, Sudhir Chatterjee Street Kolkata-700 006 Tel. No. (033) 2219 6797 Fax: (033) 2219 4815 E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY The main business of the company is to make investments. III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. No. Name and address of the

Company CIN/GLN Holding/

Subsidiary /Associate

% of shares held

Applicable Section

1. Excellent Dealers Ltd. Ideal Plaza, South Block, 4th Floor


Kolkata-700 020

U17119WB1984PLC038071 Subsidiary 100.00% Rule

8(5)(iv)


IV. SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during

the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters (1) Indian (a) Individual/HUF (b) Central Govt. (c) State Govt. (s) (d) Bodies Corp. (e) Banks/FI (f) Any Other

101433

222600

101433

222600

20.26

44.46

101433

222600

101433

222600

20.26

44.46

N.A

N.A

Sub-total (A)(1): 324033 324033 64.72 324033 324033 64.72 N.A A

(2) Foreign (a) NRIs- Individuals (b) Other-Individuals (c) Bodies Corp. (d) Bank/FI (e) Any Other

51367

51367

10.26

51367

51367

10.26

N.A N.A

Sub-total (A)(2):

51367

51367

10.26

51367

51367

10.26

N.A

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

375400 375400 74.98 375400 375400 74.98 N.A

B. Public

Shareholding (1) Institutions (a) Mutual Funds (b) Banks/FI (c) Central Govt. (d) State Govt. (s) (e) Venture Capital

Funds (f) Insurance

Companies (g) FIIs (h) Foreign

Venture Capital Funds

(i) Others (specify)

Sub-total (B)(1):

1. Non-Institutions (a) Bodies Corp.

(j) Indian (ii) Oversea

(b) Individuals

54750

58600

113350

22.64

54750

58600

113350

22.64

N.A

(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

(c) Others (specify)

N.R.I.

-

11100

-

800

-

-

800

11100

-

0.16

2.22

-

11100

-

800

-

-

800

11100

-

0.16

2.22

-

11100

-

Sub-total (B)(2): 65850 59400 125250 25.02 65850 59400 125250 25.02 N.A

Total Public Shareholding (B) = (B)(1)+(B)(2)

65850 59400 125250 25.02 65850 59400 125250 25.02 N.A

C. Shares held by Custodian for GDRs & ADRs

Nil Nil Nil Nil Nil Nil Nil Nil N.A

Grand Total (A+B+C)

441250 59400 500650 100.00 441250 59400 500650 100.00 N.A

(ii) Shareholding of Promoters

Sl. No.

Shareholders Name Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares

% of total

Shares of the

company

% of Shares

Pledged/ encumbe

red to total

shares

No. of Shares

% of total

Shares of the

company

% of Shares

Pledged/ encumbe

red to total

shares

% change in share holding during

the year

1. Shri P. K. Kanoria 25033 5.00 25033 5.00 N.A

2. Smt. Usha Kanoria 25033 5.00 25033 5.00 N.A

3. Smt. Vinita Ahmed 13167 2.63 13167 2.63 N.A

4. Smt. Nandita Jain 38200 7.63 38200 7.63 N.A

5. Smt. Smita Poddar 38200 7.63 38200 7.63 N.A

6. Smt. Sonal Hada 13167 2.63 13167 2.63 N.A

7. Ajay Investments Ent. Ltd 610 0.12 610 0.12 N.A

8. B. P. Investments Ltd. 130 0.03 130 0.03 N.A

9. Excellent Dealers Ltd. 195200 38.99 195200 38.99 N.A

10. Aravali Niwas Pvt. Ltd. 20000 3.99 20000 3.99 N.A

11. Reliance Jute Mills (Int.) Ltd. 1160 0.23 1160 0.23 N.A

12. Vapi Investments Ltd. 5500 1.10 5500 1.10 N.A

Total 375400 74.98 375400 74.98 N.A

(iii) Change in Promoters Shareholding (please specify, if there is no change)

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the

company

No. of shares % of total shares of

the company

1. Shri P. K. Kanoria

At the beginning of the year 25033 5.00 25033 5.00

Change during the year There was no change during the year

At the end of the year 25033 5.00 25033 5.00

2. Smt. Usha Kanoria




3. Smt. Vinita Ahmed




4. Smt. Nandita Jain




5. Smt. Smita Poddar




6. Smt. Sonal Hada




7. Ajay Investments Enterprise Ltd.




8. B. P. Investments Ltd.




9. Excellent Dealers Ltd.




10. Aravali Niwas Pvt. Ltd.




11. Reliance Jute Mills (International) Ltd.




12. Vapi Investments Ltd.




(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of

GDRs and ADRs):

Sl. No.



For Each of the Top 10 Shareholders No. of shares % of total shares of the

company


the company

1. Reliance Ispat Industries ltd.


Change during the year No change during the year At the end of the year 20000 3.99 20000 3.99

2. Forward Looking Advisory Services Pvt. Ltd.



3. Essman Impex Pvt. Ltd.



4. Technika Software Pvt. Ltd.



5. Supreme Trading Co. Pvt. Ltd.



6. Navratan Management Pvt. Ltd.


Change during the year No change during the year


7. Dokania Consultants Pvt. Ltd.



8. Shri Sekhar Chatterjee



9. Smt. Shilpa Ben Desai



10. Shri Ambalal Patel



(v) Shareholding of Directors and Key Managerial Personnel

Sl. No.



No. of shares % of total shares of the

company


the company

1. Smt. Sonal Hada M.D


Change during the year There was no change during the year At the end of the year 13167 2.63 13167 2.63

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due

Total (i+ii+iii) Change in Indebtedness during the financial year Addition Reduction

Net Change Indebtedness at the end of the

financial year (i) Principal

Amount (ii) Interest due

but not paid (iii) Interest accrued but not due

Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Director and/or Manager

Sl. No.

Particulars of Remuneration Name of MD/WTD/Manager Total Amount (Rs.)

Smt. Sonal Hada M. D 1. Gross salary

(a) Salary as per provisions contained in Sec. 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under Sec. 17(3) Income-tax Act, 1961

1,20,000

Nil

Nil

1,20,000

Nil

Nil

2. Stock Option Nil Nil

3. Sweat Equity Nil Nil

4. Commission as % of profit others, specify

Nil Nil

5. Others, specify Nil Nil

Total (A) 1,20,000 1,20,000

Ceiling as per Act B. Remuneration to other Directors

Sl. No.

Particulars of Remuneration Name of Directors

Shri S. Hada

Shri S.K. Seksaria

Shri G. R. Banka

Shri P. Bhartia

Shri B. K. Kedia

Total Amount

(Rs.)

1. Independent Director Fee for attending board

committee meetings Commission Other, please specify

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Total (1) Nil Nil Nil Nil Nil Nil

2. Other Non-Executive Directors Fee

for attending board committee meetings

Commission

Other, please specify

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Total (2) Nil Nil Nil Nil Nil Nil

Total (B) = (1+2) Nil Nil Nil Nil Nil Nil

Total Managerial Remuneration Nil Nil Nil Nil Nil Nil

Overall Ceiling as per the Act 1% of net profits of the Company for that financial year besides meeting fee for attending Board and Committee meetings.

VII. PENALTIES / PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Companies

Act

Brief Description

Details of Penalty/

Punishment Compounding fees imposed

Authority [RD/NCLT/

COURT]

Appeal made, if any (give details)

A. COMPANY

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B. DIRECTOR



Compounding Nil Nil Nil Nil Nil C. OTHER OFFICERS IN DEFAULT



Compounding Nil Nil Nil Nil Nil

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF AKSHAT GASES LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of Akshat Gases Ltd. (“the Company”), whichcomprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statementfor the year then ended, and a summary of the significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the CompaniesAct, 2013 (“the Act”) with respect to the preparation of these financial statements to give a true and fair viewof the financial position, financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding ofthe assets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgements and estimates that are reasonable andprudent; and design, implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Actand the Rules made thereunder including the accountingstandards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of theAct and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants ofIndia. Those Standards and pronouncements require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the financial statements are free from materialmisstatement.

6. An Audit involves performing procedures to obtain audit evidence about the amounts and the disclosures inthe financial statements. The procedures selected depend on the auditor’s judgement, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In making thoserisk assessments, the auditor considers internal financial control relevant to the Company’s preparation of thefinancial statements that give a true and fair view, in order to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing an opinion on whether the Company has in place anadequate internal financial controls system over financial reporting and the operating effectiveness of suchcontrols. An audit also includes evaluating appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating theoverall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the matter so required and give a true and fair

view in conformity with the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31, 2015, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor’s Report) Order, 2015’, issued by the Central Government of India interms of sub-section (11) of section 143 of the Act (hereinafter referred to as the Order”), and on the basis ofsuch checks of the books and records of the Company as we considered appropriate and according to theinformation and explanations given to us, we give in the Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order.

10. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations, which to the best of our knowledgeand belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the Directors as on March 31, 2015 taken onrecord by the Board of Directors, none of the Directors is disqualified as on March 31, 2015 from beingappointed as a Director in terms of Section 164(2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and beliefand according to the information and explanations given to us:

i) The Company has no pending litigations as at March 31, 2015.

ii) The Company has made neither long term contract nor any derivative contracts.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Educationand Protection Fund by the Company during the year ended March 31, 2015.

For S. S. Kothari & Co.Chartered AccountantsFirm Regn. No. 302034E

Sd/-Place: Kolkata (R. N. Bardhan)Date: 29th day of May, 2015 Partner

Membership No. 017270

Annexure to Independent Auditors’ ReportReferred to in paragraph [9] of the Independent Auditors’ Report of even date to the members of Akshat Gases Ltd. onthe financial statements as of and for the year ended March 31, 2015.

1. (a) The Company is maintaining proper records showing full particulars, including quantitative detailsand situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a programme designed tocover all the items over a period of one years which, in our opinion, is reasonable having regard tothe size of the Company and the nature of its assets. The fixed assets has been physically verified bythe Management during the year and no material discrepancies have been noticed on suchverification.

2. As there are no inventories during the year / yearend, accordingly we are not require to comment onphysical verification and maintenance of records relating to inventory.

3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered inthe register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3 (iii

Date post:	30-Jul-2020
Category:	Documents
Upload:	others
View:	1 times
Download:	0 times

AKSHAT GASES LIMITED - reliancejute.com · E~mail : [email protected] NOTICE TO THE...

Documents