Kabsons Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 33^rd Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2025.

1. FINANCIAL SUMMARY: (Rs.in thousands except EPS, unless otherwise stated)

	Financial Year 2024-2025	Financial Year 2023-2024
Revenue from operations	4,00,075.58	2,72,188.36
Other Income	5,519.42	12,645.55
Total Revenue	4,05,595.00	2,84,833.91
Total Expenses	3,81,608.57	2,51,748.24
Profit before Finance Cost, Depreciation & exceptional items	23,986.43	33,085.67
Finance Cost	590.42	608.80
Depreciation	11,010.32	7,998.44
Exceptional items	8,239.04	1,584.03
Profit/ (Loss) before Tax	20,624.73	26,062.46
Tax Expenses (Earlier year Tax Paid)	00.00	5.43
Profit after Tax	20,624.73	26,057.03
Basic & Diluted Earnings per share of Rs.10/- each	1.19	1.49

2. The state of the company’s affairs and Business Performance:

During the year under review, the Company generated a profit of Rs.23,986.51 thousand before finance costs, depreciation, and exceptional items, compared to a profit of Rs.33,085.67 thousand in the previous year.

This profit includes lease income, which is a major source of revenue for the Company. Your Directors are actively seeking opportunities to improve performance and increase revenue in the coming year.

The Company will be focusing on not only own brand normal LPG sales, but also special grade Aerosol-grade LPG from Rohtak plant and also third party bottling activity. Lease income continues to be there. Additionally, the Company started third party bottling operations for another party at our Palej bottling plant starting in November 2024 after discontinuing the bottling operations to Reliance Petro Marketing Limited.

The Company has made application to PESO for bottling in 425Kg capacity cylinder at two locations and awaiting for final approval from PESO.

In respect of Dharwad plant, the Company applied for NOC from District Collector, Dharwad, Karnataka as required for PESO for transfer of Licence from earlier Lessee “Kwality Gas Bottlers Pvt Ltd” and the same is under process.

In respect of Jaipur plant, even though all the licence''s are in place, we are unable to get the Parties for third party bottling as LPG market at this place is not attractive for others.

3. Dividend

Your directors have not recommended any dividend on Equity Shares for the year under review.

4. Transfers to Reserves

Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

5. Share Capital:

(a) Authorized Share Capital

During the year under review, there was no change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2025 was Rs.18,00,00,000/-, comprising of 1,80,00,000 equity shares of Rs.10/- each.

(b) Paid-up Share Capital

During the year under review, there was no change in paid up share capital of the Company. Paid up share capital of the company as on March 31, 2025 was Rs.17,46,30,000/-, comprising of 1,74,63,000 equity shares of Rs.10/- each.

(c) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(d) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(e) Bonus Shares

The Company has not issued any bonus shares during the year under review.

(f) Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

6. Deposits

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

7. Material changes and commitments if any affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of the report

There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

8. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company

9. The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;

During the year under review, no companies ceased to be its subsidiaries, joint ventures, or associate companies

10. Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company’s operations in future.

There is no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

11. Related party Transactions:

Related Party Transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseeable and repetitive nature. The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure - I to this Report.

The details of the Related Party Transactions are furnished in Note 33.1.5 of the Notes on the Financial Statements attached to this Report. All the related party transactions have been on an arm’s length basis.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules thereunder and the SEBI Listing Regulations.

This Policy was considered and approved by the Board has been uploaded on the website of the Company at https://www.kabsons.co.in/disclosures-sebi-lodr/#1663763229036-eecace0b-f293.

12. Particulars of Loans, Guarantees or Investments

Your Company has not given any Loans / Guarantees and not made any Investments during the FY 2024-25, as specified under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

13. Number of Meetings of the Board

The Board of Directors duly met 5 times during the financial year from 1^st April, 2024 to 31^st March, 2025, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard -1.

Details of these meetings of the Board as well as its committees have been given in the Corporate Governance Report, which forms parts of the Annual Report.

Sub Committees of the Board

During the year under review, there is a change in the composition of the Board of Directors of the Company, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee were reconstituted. The composition and other details of these committees have been given in the report on the Corporate Governance which forms part of the Annual Report.

14. Directors and Key Managerial Personnel

During the year under review, the following were the ‘Key Managerial Personnel’ of the Company:

Sri. Rajiv Kabra - Managing Director

Sri. Krishna Murthy Motamarri - Chief Financial Officer; and Sri. Madhu Thokala - Company Secretary and Compliance Officer.

The Company is well supported by the knowledge and experience of its Directors and Executives. In terms of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Riha Kabra, Executive Director of the Company is liable to retire by rotation and being eligible, has offered herself for re appointment.

Sri. Zaynalabidin Khan Mohammed (DIN: 02079479) was appointed as an additional independent director for five years from 22.05.2025 to 21.05.2030 subject to approval of shareholders.

Ms. Riha Kabra (DIN: 08825577) designation has been changed from non-executive director to executive director for 5 years with effect from 22.05.2025 to 21.05.2030 subject to approval of shareholders.

In the opinion of the Board, the independent director appointed during the year possess requisite integrity, expertise, experience and proficiency.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under section 164 of the Companies, Act 2013.

15. Declaration by Independent Directors

The Independent Directors of the Company have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as per sub-section (6) of Section 149 of the Act.

16. Familiarization programme for Independent Directors

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

17. Independent Directors’ Meeting

The Independent Directors met on 13.02.2025, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Managing Director and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

19. Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

20. Policy on Directors’ Appointment and Remuneration and Other Details

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 have been disclosed in the corporate governance report. Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the board has adopted a policy for nomination, remuneration and other related matters for directors and senior management personnel. A gist of the policy is available in the Corporate Governance Report.

21. Statutory Auditors

M/s. K S Rao & Co., Chartered Accountants, (Firm Registration No.003109S), were appointed as the statutory auditors of the Company, to hold office for the second term of five consecutive years from the conclusion of the 30th AGM of the Company held on September 23, 2022, till the conclusion of the 35th AGM to be held in 2027, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Qualification by Statutory Auditor

The Statutory Auditor''s Report does not contain any qualificaions, reservation or adverse remarks during the year review.

22. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. B S S & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2024-2025. The Secretarial Audit Report is annexed herewith as Annexure - II.

Qualification by Secretarial Auditor

The Secretarial Auditor''s Report does not contain any qualifications, reservation or adverse remarks during the year review.

23. Internal Auditors

In pursuance of Section 138 of the Companies Act, 2013 read with rules made there under, the Board has appointed Shri. M Krishna Murthy, CFO of the Company as Internal Auditors of the Company to carry out internal auditing of books of accounts periodically.

24. Cost Records and Audit

The Central Government has not prescribed the maintenance of cost records under Section 148 of the Act, for any of the services rendered by the Company.

25. Vigil Mechanism / Whistle Blower Policy

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, a Vigil Mechanism / Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company

at https://www.kabsons.co.in/disclosures-sebi-lodr/#1663763229036-eecace0bf293.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. The policy also provided adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that during the year no director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received.

26. Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations, is annexed herewith as Annexure III which forms part of this report.

27. Risk Management

We believe that effective risk management policy is critical to mitigate potential risks and ensure business continuity. In order to achieve this, the Company has in place Risk Management Policy as per requirement of the Listing Regulations and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors, Audit committee and the Senior Management of the Company are periodically reviewing the policy and monitoring its implementation to ensure the optimization of business performance, to promote confidence amongst stake holders in the business processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the Company.

28. Corporate Social Responsibility (CSR) Initiatives:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e., (a) networth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.

29. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return in eform MGT 7 is placed at the company website at

https://www.kabsons.co.in/disclosures-sebi-lodr/#1663763349182-b06c706a-d5ad.

30. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors states that:

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

b. 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 profit and loss for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

31. Information on Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and outgo

Pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 3 of Companies (Accounts) Rules, 2014, these particulars are not relevant to the company''s operations and hence not furnished the same.

32. Company’s Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace

The Company strongly believes in providing a safe and harassment-free workplace for every individual through various interventions, policies and practices. The Company has a robust policy on the prevention of sexual harassment at the workplace in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). The policy aims at preventing harassment of all employees of the Company (as defined in the policy) and lays down guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (“IC”) as specified under POSH. There is an IC at every work place, which is responsible for the redressal of complaints related to sexual harassment in accordance with the guidelines provided in the policy. The details of sexual harassment complaints are given in Corporate Governance Report.

33. Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - IV.

34. Corporate Governance

The Company is committed to good corporate governance in line with the SEBI (LODR) Regulations, 2015 and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate governance specified in the SEBI (LODR) Regulations, 2015 with BSE. A certificate of compliance from B S S & Associates, Company Secretaries and the report on Corporate Governance form part of this Directors'' Report as Annexure - V.

35. Details in respect of frauds reported by Auditors under Section 143 (12) other than those which are reportable to the Central Government.

There were no frauds reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there under.

36. Details of application made or any proceeding pending under the Insolvency and bankruptcy code, 2016 during the year

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016, during the year under report.

37. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking Loan from the banks or financial institutions along with the reasons thereof

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

38. Insider Trading

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a code of conduct to Regulate, Monitor and Report Trading by Insiders (‘Insider Trading Code'') and code of Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information (‘Code of Fair Disclosure''). The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders and connected persons and ensure that the Directors and specified persons of the Company and their dependents shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the Company, which is not in the public domain, that is to say, insider information. The code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the need and interest of all the Stakeholders.

39. Awards and recognition

The Company has not received any award during the Financial Year.

40. Human resource

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind your Company''s vision. Your Company appreciates the spirit of its dedicated employees.

41. Compliance under the Maternity Benefit Act, 1961

The Company affirms compliance with the provisions of the Maternity Benefit Act, 1961, during the financial year ended March 31, 2025. The following entitlements were extended to eligible employees: Statutory maternity leave as per applicable law Continuation of salary and applicable benefits during maternity leave Access to nursing breaks and creche facilities where required Protection of all employee rights and entitlements under the Act.

Acknowledgments

The Directors wish to place on record their gratitude to shareholders and thank the customers, vendors, franchisees, bankers, Department of Explosives and their Officials, Central Excise, Pollution Control Boards and Commercial Tax Departments of respective States, host of other State and Central Government Departments, Security Exchange Board of India and Stock Exchanges at Mumbai and others for their continued support to the Company''s growth. The Directors also wish to place on record, their appreciation for the contribution made by the employees at all levels, for their sincerity, hard work, solidarity and dedicated support to the Company.

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Mar 31, 2024

Your directors have pleasure in presenting the 32^nd Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2024.

1. Financial Summary: (Rs. in thousands except EPS. unless otherwise stated)

	Financial Year 2023-2024	Financial Year 2022-2023
Revenue from operations	2,72,188.36	1,69,955.88
Other Income	12,645.55	6,794.39
Total Revenue	2,84,833.91	1,76,750.27
Total Expenses	2,51,748.24	1,62,741.21
Profit before Finance Cost, Depreciation & exceptional items	33,085.67	14,009.06
Finance Cost	608.80	802.77
Depreciation	7,998.44	5,293.99
Exceptional items (Income)	1,584.03	0.01
Profit/ (Loss) before Tax	26,062.46	7,912.31
Tax Expenses (Earlier year Tax Paid)	5.43	15.49
Profit after Tax	26,057.03	7,896.82
Basic & Diluted Earnings per share of Rs.10/- each	1.49	0.45

2. The state of the company’s affairs and Business Performance:

During the year under review, the Company generated a profit of Rs. 33,085.67 thousand before finance costs, depreciation, and exceptional items, compared to a profit of Rs. 14,009.06 thousand in the previous year. This profit includes lease income, which is a major source of revenue for the Company. Your Directors are actively seeking opportunities to improve performance and increase revenue in the coming year.

The Company has been focusing on lease income. In response to recent demand, a new factory shed has been offered for lease starting from April 2023. Additionally, the Company began bottling operations for another party at our Ranchi bottling plant starting in May 2023.

The Company acquired some assets, including plant and machinery and other equipment, from EIIL (which was operating our bottling plant at Rohtak on lease) from April 1, 2023. We are planning to launch a new project focused on supplying aerosol-grade LPG to various industrial customers. Additionally, the Company has completed the necessary repairs and maintenance at this plant and is now awaiting the start of operations

3. Dividend

Your directors have not recommended any dividend on Equity Shares for the year under review.

4. Transfers to Reserves

Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

5. Share Capital:

(a) Authorized Share Capital

During the year under review, there was no change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2024 was Rs.18,00,00,000/-, comprising of 1,80,00,000 equity shares of Rs.10/- each.

(b) Paid-up Share Capital

During the year under review, there was no change in paid up share capital of the Company. Paid up share capital of the company as on March 31, 2024 was Rs.17,46,30,000/-, comprising of 1,74,63,000 equity shares of Rs.10/-each.

(c) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(d) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(e) Bonus Shares

The Company has not issued any bonus shares during the year under review.

(f) Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

6. Deposits

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

7. Material changes and commitments if any affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of the report

There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

8. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company

9. The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;

During the year under review, no companies ceased to be its subsidiaries, joint ventures, or associate companies

10. Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company’s operations in future.

There is no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

11. Related party Transactions:

Related Party Transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseeable and repetitive nature. The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure - I to this Report.

The details of the Related Party Transactions are furnished in Note 34.3.5 of the Notes on the Financial Statements attached to this Report. All the related party transactions have been on an arm’s length basis. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules thereunder and the SEBI Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at https://www.kabsons.co.indisclosures sebi-lodr/#1663763229036-eecace0b-f293.

12. Particulars of Loans, Guarantees or Investments

Your Company has not given any Loans / Guarantees and not made any Investments during the FY 2023-24, as specified under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

13. Number of Meetings of the Board

The Board of Directors duly met 4 times during the financial year from 1^st April, 2023 to 31^st March, 2024, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, asprescribed in the Companies Act, 2013 and Secretarial Standard -1. Details of these meetings of the Board as well as its committees have been given in the Corporate Governance Report, which forms parts of the Annual Report.

Sub Committees of the Board

Due to change in the composition of the Board of Directors of the Company, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee were reconstituted. The composition and other details of these committees have been given in the report on the Corporate Governance which forms part of the Annual Report.

14. Directors and Key Managerial Personnel

During the year under review, the following were the ‘Key Managerial Personnel’ of the Company:

Sri. Rajiv Kabra - Managing Director

Sri. Krishna Murthy Motamarri - Chief Financial Officer; and

Sri.Nagaraju Musinam, Company Secretary and Compliance Officer was resigned on 30.08.2023.

Sri. Madhu Thokala - Company Secretary and Compliance Officer was appointed on 14.11.2023.

The Company is well supported by the knowledge and experience of its Directors and Executives. In terms of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Riha Kabra, Non Executive Director of the Company is liable to retire by rotation and being eligible, has offered herself for re appointment.

Mr. Deepak Khosla was appointed as an additional independent director for five years from 21.08.2024 to 20.08.2029 subject to approval of shareholders.

Shri. Sumit Agarwal was appointed as an Independent Director for 5 years with effect from 12.08.2023 and was regularized in the 31^st AGM held on 27.09.2023.

Shri. Venkata Subba Rao Pinapati was resigned with effect from 13.08.2023.

In the opinion of the Board, the independent director appointed during the year possess requisite integrity, expertise, experience and proficiency.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under section 164 of the Companies, Act 2013.

15. Declaration by Independent Directors

The Independent Directors of the Company have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as per sub-section (6) of Section 149 of the Act.

16. Familiarization programme for Independent Directors

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

17. Independent Directors’ Meeting

The Independent Directors met on 13.02.2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Managing Director and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

19. Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

20. Policy on Directors’ Appointment and Remuneration and Other Details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 have been disclosed in the corporate governance report. Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the board has adopted a policy for nomination, remuneration and other related matters for directors and senior management personnel. A gist of the policy is available in the Corporate Governance Report.

21. Statutory Auditors

M/s. K S Rao & Co., Chartered Accountants, (Firm Registration No.003109S), was appointed as the statutory auditors of the Company, to hold office for the second term of five consecutive years from the conclusion of the 30^th AGM of the Company held on September 23, 2022, till the conclusion of the 35^th AGM to be held in 2027, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Qualification by Statutory Auditor

Information & Explanation in respect of Qualification / Reservation or Adverse remarks contained in Independent Auditors Report under Paras: Basis for Qualified opinion, Emphasis of Matter and Other Matters:

1 The company has not adopted and complied with requirements of IND AS 19 ‘Employee Benefits’ in respect of the gratuity liability which constitute a departure from Indian Accounting Standards.

2 It is stated that interest on dealership and distributorship is not provided.

Management View: 1) In view of very limited number of employees currently working with the Company, compliancewith AS-19 Employee Benefits regarding gratuity has not been feasible. However, a provision forgratuity as required under Payment of Gratuity Act has been made.

2) The Company has been putting efforts to settle the outstandign deposits due to dealers and distributors, but no proper response is received. In view of this, the company desided not to provide interest against these deposits.

22. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. B S S & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial Audit Report is annexed herewith as Annexure - II.

Qualification by Secretarial Auditor

The Secretarial Auditor’s Report does not contain any qualifications, reservation or adverse remarks during the year review.

23. Internal Auditors

In pursuance of Section 138 of the Companies Act, 2013 read with rules made there under, the Board has appointed Shri. M Krishna Murthy, CFO of the Company as Internal Auditors of the Company to carry out internal auditing of books of accounts periodically.

24. Cost Records and Audit

The Central Government has not prescribed the maintenance of cost records under Section 148 of the Act, for any of the services rendered by the Company.

25. Vigil Mechanism / Whistle Blower Policy

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, a Vigil Mechanism / Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at https://www.kabsons.co.in/disclosures-sebi-lodr

#1663763229036-eecace0b-f293.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. The policy also provided adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that during the year no director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received.

26. Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations, is annexed herewith as Annexure III which forms part of this report.

27. Risk Management

The Risk Management Committee duly constituted by the Board had formulated a Risk Management Policy for dealing with different kinds of risks attributable to the operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedure will be reviewed periodically by the Audit Committee and the Board.

28. Corporate Social Responsibility (CSR) Initiatives:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie.

(a) networth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.

29. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return in eform MGT 7 is placed at the company website at https://www.kabsons.co.in/disclosures-sebi-lodr/#1663763349182-b06c706ad5ad.

30. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors states that:

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

b. 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 profit and loss for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. Information on Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and outgo

Pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 3 of Companies (Accounts) Rules, 2014, these particulars are not relevant to the company’s operations and hence not furnished the same.

32. Company’s Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace

The Company prohibits any form of sexual harassment and any such incidence is immediately investigated and appropriate action taken in the matter against the offending employee(s) based on the nature and the seriousness of the offence. The Company has a policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace (the Policy) and matters connected therewith or incidental thereto covering all the aspects as contained under the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013”notified by the Government of India vide Gazette Notification dated 24^th April, 2013.

There was no case of sexual harassment reported during the year under review.

33. Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - IV.

34. Corporate Governance

The Company is committed to good corporate governance in line with the SEBI (LODR) Regulations, 2015 and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate governance specified in the SEBI (LODR) Regulations, 2015 with BSE. A certificate of compliance from B S S & Associates, Company Secretaries and the report on Corporate Governance form part of this Directors’ Report as Annexure - V.

35. Details in respect of frauds reported by Auditors under Section 143 (12) other than those which are reportable to the Central Government.

There were no frauds reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there under.

36. Details of application made or any proceeding pending under the Insolvency and bankruptcy code, 2016 during the year

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016, during the year under report.

37. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking Loan from the banks or financial institutions along with the reasons thereof

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

38. Insider Trading

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a code of conduct to Regulate, Monitor and Report Trading by Insiders (‘Insider Trading Code’) and code of Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information (‘Code of Fair Disclosure’). The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders and connected persons and ensure that the Directors and specified persons of the Company and their dependents shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the Company, which is not in the public domain, that is to say, insider information.

The code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the need and interest of all the Stakeholders.

39. Awards and recognition

The Company has not received any award during the Financial Year.

40. Human resource

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind your Company’s vision. Your Company appreciates the spirit of its dedicated employees.

Acknowledgments

The Directors wish to place on record their gratitude to shareholders and thank the customers, vendors, franchisees, bankers, Department of Explosives and their Officials, Central Excise, Pollution Control Boards and Commercial Tax Departments of respective States, host of other State and Central Government Departments, Security Exchange Board of India and Stock Exchanges at Mumbai, Ahmedabad and Kolkata and others for their continued support to the Company’s growth. The Directors also wish to place on record, their appreciation for the contribution made by the employees at all levels, for their sincerity, hard work, solidarity and dedicated support to the Company.

By Order of the Board of Directors of Kabsons Industries Limited Sd/-

Rajiv Kabra

Place: Hyderabad Chairman & Managing Director

Date : 13.08.2024 DIN:00038605

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Mar 31, 2014

Dear members,

The Directors hereby present the 22nd Annual Report and Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS: (Rs.in Lakhs)

Year Ended Year Ended 31.03.2014 31.03.2013

1) Sales, Other Income & Exceptional items 230.96 265.19

2) Profit before Depreciation 33.59 132.65

3) Depreciation 26.52 30.86

4) Profit after Financial Charges 7.07 101.79 and Depreciation

DISCUSSION ON FINANCIAL PERFORMANCE:

During the year under consideration the Company got a profit of Rs.33.59 Lakhs before interest and depreciation as against profit of Rs.132.65 Lakhs during the previous year, which includes lease income and lease income is the major source of revenue to the Company.

OUT LOOK:

Your Company is concentrating on leasing out the bottling plants wherever opportunities are available.

DIRECTORS:

In view of new legislative changes, we have received proposals from the shareholders for reappointment of Sri P V Subba Rao, Sri Y S Sarma and Smt.Mangal Rathi non executive directors as Independent directors of the Company in the ensuing Annual General meeting in accordance with Section 149 of the Companies Act, 2013 and clause 49 of the listing agreement for a period of five years. The profiles of the reappointed directors are mentioned elsewhere in the report.

Mr.Rajiv Kabra is retiring at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Director, liable to retire by rotation.

AUDITORS:

Messers Brahmayya & Co., Chartered Accountants, Auditors of the company, retire at the conclusion of the Annual General Meeting and being eligible, offers themselves for reappointment. The Company has received a certificate from them to the effect that the appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SEC 217 (2AA) OF COMPANIES ACT 1956:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year under review;

iii) That the Directors 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;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis despite accumulated losses, erosion of net worth, excess of current liabilities over current assets and uncertainty associated with the operations of the Company.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is given in Annexure to the extent applicable and forms part of this report.

DISCLOSURES AS PER LISTING AGREEMENT:

Cash Flow Statement: In compliance of clause 32 of the Listing Agreement, the Cash Flow Statement prepared in accordance with the requirements prescribed by SEBI is appended to this Annual Report.

CORPORATE GOVERNANCE:

Pursuant to clause 49 to the Listing Agreement with Stock Exchanges, a separate section titled "CORPORATE GOVERNANCE" has been attached to this Annual Report. A Certificate from the Practicing Company Secretary of the Company regarding compliance of conditions of Corporate Governance stipulated in the Listing Agreement with Stock Exchanges, are annexed to and form part of the Annual Report.

PARTICULARS OF EMPLOYEES:

There are no employees who attract Section 217(2A) of the Companies Act, 1956 and therefore the particulars were not given.

INFORMATION & EXPLANATION IN RESPECT OF QUALIFICATION / RESERVATION OR ADVERSE REMARKS CONTAINED IN INDEPENDENT AUDITORS REPORT UNDER PARAS: BASIS FOR QUALIFIED OPINION, EMPHASIS OF MATTER AND OTHER MATTERS:

A) In view of very limited strength of employees, presently working with the Company, the requirements of AS-15 Employee Benefits in respect of gratuity could not be complied with. However provision for gratuity as required under Payment of Gratuity Act has been provided for.

B) Inspite of continues erosion of networth, position of excess of current liabilities over current assets and uncertainty associated with operations of the company, the Accounts of the Company are prepared on going concern basis.

C) Interest for the year Rs. 6,34,899/- on deposits of distributors/dealers has not been provided in view of company''s adverse financial position and will be negotiated for waiver resulting to overstatement of profit by that amount and understatement of current liabilities by Rs.84,40,497/-

D) The company could not get confirmation of balances in respect of Trade Receivables and Trade Payables other than due from/to related parties as most of them are very old and presently no transactions are being taken place with them.

INTERNAL CONTROL SYSTEM

The company has a well-established system of internal control in operation which complies with the relevant provisions on ''Internal Control'' under the Company''s Auditor''s Report Order 2003 and as prescribed under revised clause 49 of the Listing Agreement with Stock Exchanges. All internal controls are continuously reviewed and risks of inaccurate financial reporting and fraud, if any, are dealt with immediately and eliminated. The status of implementation of recommended solutions are regularly reviewed and presented to the Audit Committee of the Board.

PERSONNEL:

Your Directors would like to place on record their deep sense of appreciation of the services of executives, staff and workers of the Company. Industrial Relations continued to be cordial throughout the year at all locations.

ACKNOWLEDGMENT:

Your Directors Express their thanks for the guidance and assistance received from State Bank of India, HDFC Bank Ltd, Department of Explosives and their Officials, Central Excise, Pollution Control Boards and Commercial Tax Departments of respective States, host of other State and Central Government Departments, Securities Exchange Board of India, and Stock Exchanges at Mumbai, Ahmedabad, Delhi, Kolkata and Chennai and others.

Your Directors would like to express their gratitude to all Corporate, Institutional and Individual Shareholders for the confidence reposed by them in the Company.

for and on behalf of the Board Sd/- Place: Hyderabad RAJIV KABRA Date : 14-08-2014 Chairman & Executive Director

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Mar 31, 2012

The Directors hereby present the 20th Annual Report and Accounts of the Company for the year ended 31 st March, 2012.

FINANCIAL RESULTS: (Rs.in Lakhs) Year Ended Year Ended 31.03.2012 31.03.2011

1) Sales & other Income 241.48 140.03

2) Profit before Interest, Financial 104.61 28.33 Charges and Depreciation

3) Interest and Financial Charges 0.05 0.12

4) Profit/(Loss) Before Depreciation 104.56 28.21

5) Depreciation 34.85 34.50

6) Profit/(Loss) after, Financial Charges Depreciation 69.71 (6.29)

DISCUSSION ON FINANCIAL PERFORMANCE:

During the year under consideration the Company got a profit of Rs. 104.61 Lakhs before interest and depreciation as against profit of Rs.28.33 Lakhs during the previous year, which includes lease income and lease income is the major source of revenue to the Company.

OUTLOOK:

Your Company is concentrating on leasing out the bottling plants wherever opportunities are available. Your company got renewed the contract for another year for the bottling operations for Bharat Petroleum Corporation Limited at our bottling plant at Ranchi.

Your Company participated in the tender for bottling operations at our Jalpaiguri Plant with Bharat Petroleum Corporation Limited.

DIRECTORS: Mr.P Saravaiah is retiring at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Director, liable to retire by rotation.

AUDITORS: Messers Brahmayya & Co., Chartered Accountants, Auditors of the company, retire at the conclusion of the Annual General Meeting and being eligible, offers themselves for re-appointment. The Company has received a certificate from them to the effect that the appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SEC 217 (2AA) OF COMPANIES ACT 1956:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed: -

i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year under review;

iii) That the Directors 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 Coijnpany and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis despite accumulated losses, erosion of net worth, excess of current liabilities over current assets and uncertainty associated with the operations of the Company.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is given in Annexure to the extent applicable and forms part of this report.

DISCLOSURES AS PER LISTING AGREEMENT:

Cash Flow Statement: In compliance of clause 32 of the Listing Agreement, the Cash Flow Statement prepared in accordance with the requirements prescribed by SEBI is appended to this Annual Report.

CORPORATE GOVERNANCE:

Pursuant to clause 49 to the Listing Agreement with Stock Exchanges, a separate section titled "CORPORATE GOVERNANCE" has been attached to this Annual Report. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance stipulated in the Listing Agreement with Stock Exchanges, are annexed to and form part of the Annual Report.

PARTICULARS OF EMPLOYEES:

There are no employees who attract Section 217(2A) of the Companies Act, 1956 and therefore the particulars were not given.

INFORMATION & EXPLANATION IN RESPECT OF QUALIFICATION / RESERVATION OR ADVERSE REMARKS CONTAINED IN AUDITORS REPORT UNDER CLAUSE NO.5:

A) Interest for the year Rs.6,41,221/- on deposits of distributors/dealers has not been provided in view of company's adverse financial position and will be negotiated for waiver resulting to understatement of loss by that amount.

B) Inspite of continues erosion of networth, position of excess of current liabilities over current assets and uncertainty associated with operations of the company the Accounts of the Company are prepared on going concern basis. "

C) In view of very limited strength of employees, presently working with the Company, the requirements of AS-15 Employee Benefits in respect of gratuity could not be complied with. However provision for gratuity as required under Payment of Gratuity Act has been provided for.

D) The company could not get confirmation of balances in respect of Sundry debtors, loans and advances and sundry creditors other than due from/to related parties as most of them are very old and presently no transactions are being taken place with them.

PERSONNEL: '

Your Directors would like to place on record their deep sense of appreciation of the services of executives, staff and workers of the Company. Industrial Relations continued to be cordial throughout the year at all locations.

ACKNOWLEDGMENT:

Your Directors Express their thanks for the guidance and assistance received from State Bank of India, HDFC Bank Ltd, Department of Explosives and their Officials, Central Excise, Pollution Control Boards and Commercial Tax Departments of respective States, host of other State and Central Government Departments, Securities Exchange Board of India, and Stock Exchanges at Mumbai, Ahmedabad, Delhi, Koikata and Chennai and others.

Your Directors would like to express their gratitude to all Corporate, Institutional and Individual Shareholders for the confidence reposed by them in the Company.

for and on behalf of the Board Place: Hyderabad GK.KABRA

Date: 01-06-2012 Chairman

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Mar 31, 2010

The Directors hereby present the 18th Annual Report and Accounts of the Company for the year ended 31 st March, 2010.

FINANCIAL RESULTS: (Rs.in Lakhs)

Year Ended Year Ended

31.03.2010 31.03.2009

1) Sales & other Income 165.45 281.25

2) Profit before Interest, Financial Charges and 18.97 57.04 Depreciation

3) Interest and Financial Charges 0.23 0.24

4) Profit / Loss Before Depreciation 18.74 56.80

5) Depreciation . 34.58 37.29

6) Profit / (Loss) after, Financial Charges Depreciation (15.84) 19.51



DISCUSSION ON FINANCIAL PERFORMANCE:

During the year under consideration the Company got a profit of Rs. 18.97 Lakhs before interest and deprecia- tion as against profit of Rs.57.04 Lakhs during the previous year, which includes Profit on Sale of Assets at Rs.7.26 Lakhs and lease income is the major source of revenue to the Company.

OUT LOOK: Your Company is concentrating on leasing out the bottling plants wherever opportunities are available, In some markets supply of Industrial Gas has been started with the support of local Distributors.

DIRECTORS: Mr.P.V.Subba Rao is retiring at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Director, liable to retire by rotation.

AUDITORS: Messers Brahmayya & Co., Chartered Accountants, Auditors of the Company, retire at ttie conclusion of the Annual General Meeting and being eligible, offers themselves for re-appointment. The Com- pany has received a certificate from them to the effect that the appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SEC 217 (2AA) OF COMPANIES ACT 1956:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, withrespect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the year under review;

iii) That the Directors 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;

iv) That the Directors have prepared the accounts for the financial year ended 31 st March, 2010 on a going concern basis despite continues losses, erosion of net worth, excess of current liabilities over current assets and uncertainty associated with the operations of the Company.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under section 217(1 )(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is given in Annexure to the extent applicable and forms part of this report.

DISCLOSURES AS PER LISTING AGREEMENT:

Cash Flow Statement: In compliance of clause 32 of the Listing Agreement, the Cash Flow Statement prepared in accordance with the requirements prescribed by SEBI is appended to this Annual Report.

CORPORATE GOVERNANCE:

Pursuant to clause 49 to the Listing Agreement with Stock Exchanges, a separate section titled "CORPORATE GOVERNANCE" has been attached to this Annual Report. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance stipulated in the Listing Agreement with Stock Exchanges, are annexed to and form part of the Annual Report.

PARTICULARS OF EMPLOYEES : There are no employees who attract Section 217(2A) of the Companies Act, 1956 and therefore the particulars were not given.

INFORMATION & EXPLANATION IN RESPECT OF QUALIFICATION / RESERVATION OR ADVERSE RE- MARKS CONTAINED IN AUDITORS REPORT UNDERCLAUSE NO.5:

A) Interest for thr year Rs.6,47,679/- on deposits of distributors/dealers has not been provided in view of companys adverse financial position and will be negotiated for waiver resulting to understatement of loss by that amount.

B) Inspite of Continues erosion of networth, position of excess of current liabilities over current assets and uncertainty associated with operations of the company the Accounts of the Company are prepared on going concern basis.

C) In view of very limited strength of employees, presently working with the Company, the requirements of AS-15 Employee Benefits in respect of gratuity could not be complied with. However provision for gratuity as required under Payment of Gratuity Act has been provided for.

PERSONNEL:

Your Directors would like to place on record their deep sense of appreciation of the services of executives, staff and workers of the Company. Industrial Relations continued to be cordial throughout the year all locations.

ACKNOWLEDGMENT:

Your Directors Express their thanks for the guidance and assistance received from the State Bank of India, Depart- ment of Explosives and their Officials, Central Excise, Pollution Control Boards and Commercial Tax Departments of respective States, host of other State and Central Government Departments, Securities Exchange Board of India, and Stock Exchanges at Mumbai, Ahmedabad, Delhi, Kolkata and Chennai and others.

Your Directors would like to express their gratitude to all Corporate, Institutional and Individual Shareholders for the confidence reposed by them in the Company.

for and on behalf of Board Sd/-

Place: Hyderabad G.K.KABRA

Date : 13-08-2010 Chairman