The Directors have pleasure in submitting this 57th ANNUAL REPORT together with the Audited Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS :

PERFORMANCE:

The 130 TPD tonnage plant at Kalwe is closed. The Company looked into the possibility of alternative uses for the plant but they were not found viable and hence the Company is disposing its plant machinery and other equipment. The cylinder refilling stations at other locations are still working.

During the year under review, sales were Rs.1,58,79(000) as against Rs.162,96(000) for the previous year. Profit before Depreciation and Tax during the year is Rs.9,48,92(000) as against Rs.10,70,90(000). These figures are before considering the discontinuation of the Kalwe unit.

DIVIDEND :

Your Directors recommend payment of a dividend of Rs.10/- (Previous year Rs.20/-) per equity share. The proposed dividend, if approved, at the Annual General Meeting, will absorb Rs.18,05(000) including Dividend Distribution Tax [Previous years Rs.36,11(000)]

INDIAN ACCOUNTINGS STANDARD :

The Ministry of Corporate Affairs (MCA) on 16th February, 2015, notified that the Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from 1st April, 2017 with a transition date of 1st April, 2016. Thus Ind As is applicable to this Company from 1st April, 2017. The reconciliations and descriptions of the effect of the transition from the previous GAAP to the Ind AS have been set out in Note 2.2 in the notes to accounts in the financial statement.

DIRECTORS :

Your Director, Mr. Shyam M. Ruia retires this year by rotation in accordance with the Articles of Association of the Company but being eligible offers himself for re-appointment.

The Board of Directors had appointed Mr. Deepak C. Vaidya as Additional Director of the Company, with effect from 17th May, 2018.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

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

Particulars required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are annexed herewith as “Annexure A’.

CORPORATE GOVERNANCE :

Report on Corporate Governance along with the certificate of the Auditors M/s S G C O & Co LLP confirming the compliance of the conditions of Corporate Governance, is annexed with this report.

MANAGEMENT DISCUSSION AND ANALYSIS :

(i) Industry Structure and developments :

The demand for bulk industrial gases fluctuated in the market but since we are only carrying out cylinder filling operations there was no impact on our working.

(ii) Opportunities, Threats, Risks and Concerns :

The cost of production and logistics costs have been continually increasing which is not getting covered in the increase in the sale price due to stiff competition.

(iii) Segment wise product wise performance :

The Company is primarily engaged in the filling and sale of Oxygen and Nitrogen industrial gases.

(iv) Outlook :

The manufacturing sector of the national economy is slowly picking up and there is corresponding rise in demand.

(v) Internal Control Systems and their adequacy :

The Senior Management periodically reviews factors and issues that influence the Company’s business and takes appropriate decisions to ensure that the Company’s interest and that of the stakeholders is protected. The Company has an inbuilt system of internal checks and controls.

The Audit Committee of the Board of Directors reviews the Internal Controls and matters connected therewith.

(vi) Financial and Operational performance :

(vii) Material developments in Human Resources/Industry relations front, including number of people employed : The Company continues to give utmost importance to Human Resources Development and keeps relations normal.

(viii) Cautionary Statement :

Company’s projections and estimates will vary from actual results, which depend on a variety of factors over which the Company does not have any control.

DIRECTORS’ RESPONSIBILITY STATEMENT :

Your Directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013 and declare :

(i) that in the preparation of the annual accounts, all applicable accounting standards have been followed;

(ii) t hat 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 working of the Company for the year;

(iii) t hat the Directors have taken proper and sufficient care for maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis;

(v) t hat proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) that systems to ensure compliance with the provisions of all applicable laws were in place, adequate and operating effectively.

MEETINGS :

During the year six Board Meetings were 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.

AUDITORS :

The Shareholders of the Company in their 55th Annual General Meeting, held on 15th June, 2016 had accorded their approval pursuant to the provisions of Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder to appoint Messer S G C O & Co. LLP Chartered Accountants, (Firm Registration no. 112081W/W100184) as an auditor of the Company, for a period of three years commencing from the conclusion of the 55th Annual General Meeting until the conclusion of the 58th Annual General Meeting.

The Board of Directors of the Company has, pursuant to provisions of Section 139 recommended ratification of the appointment of Messer S G C O & Co. LLP Chartered Accountants, for the approval of the Shareholders from the conclusion of this meeting until the conclusion of next Annual General Meeting of the Company.

SECRETARIAL AUDIT :

The Secretarial Audit Report under section 204 of the Companies Act, 2013 has been obtained from M/s. Sanjay Dholakia & Associates - Practicing Company Secretary, for the year under review and the same is annexed herewith as “Annexure B”.

MATERIAL EVENT :

Owing to the discontinuance of operations at Kalwa plant and parameters of RBI-NBFC Regulations, Board of Directors have decided to take all due measures for compliance with prescribed RBI regulations subject to shareholders & statutory approvals, as may be required.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT 9 are annexed herewith as “Annexure C”. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

The Company has constituted a Corporate Social Responsibility Committee pursuant to section 135 of the Companies Act, 2013. Report on Corporate Social Responsibility is annexed herewith as “Annexure D”.

RELATED PARTY TRANSACTIONS :

There were no material transactions with any of the related parties, during the year under review,

SUBSIDIARY COMPANIES :

Company does not have any subsidiary

NOMINATION AND REMUNERATION COMMITTEE :

The Company has a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 for the appointment and payment of remuneration to the Directors and Key Personnel of the Company

WHISTLE BLOWER POLICY :

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement and the policy is uploaded on the website of the Company.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said act has confirmed that no complaint / case has been filed / pending with the Company during the year.

ADEQUACY OF INTERNAL FINANCIAL CONTROL :

The Company’s internal financial control systems are commensurate with the nature, size and complexity of its business and operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS :

The Company conducts familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of Listing Regulations, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders’ Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

On behalf of the Board

S. M. RUIA

Mumbai, 17th May, 2018 Chairman