Onix Solar Energy Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors have pleasure in presenting their 44^rd Annual Report on the business and operations of the
Company, together with the Audited Financial Statements for the financial year ended March 31, 2024 (the
"Report").

1. FINANCIAL PERFORMANCE

The summarized financial results of the Company for the financial year ended March 31, 2024 are
presented below:

Particulars	Standalone
	2023-2024	2022-2023
Revenue from Operations	1.31	2.39
Other Income	0.58	13.30
Total Revenue	1.89	15.69
Profit/(Loss) before Interest & depreciation	(52.55)	(2.02)
Less: Interest	1.11	1.48
Less: Depreciation	3.28	3.11
Profit/ (Loss) Before Tax and Exceptional Items	(56.94)	(6.61)
Add: Exceptional Items_ Sundry Bal W-Back	-	-
Add: Exceptional Items_ Profit on sale of Fixed Assets	82.51	(561.45)
Less: Exceptional Items_ Claims, Settlement and Write Offs	-	318.97
Profit/ (Loss) Before Tax	25.57	235.87
Add/Less: Current tax	1.44	23.17
Add/Less: Short/(Excess) Provision Of Earlier Year	3.13	3.71
Profit/ (Loss) After Tax	21.00	208.99
Other Comprehensive Income	-	-
Total Comprehensive Income	21.00	208.99

Note: The above figures are extracted from the standalone financial statements prepared in
compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company
complied with all aspects with Indian Accounting Standards (IND AS) notified under section 133 of
the Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standards) Rules,
2015, as amended from time to time and other relevant provisions of the Act.

2. STATE OF COMPANY''S AFFAIRS, BUSINESS OVERVIEW AND FUTURE OUTLOOK

During the year under review, the Company has earned meager revenue from operation of an amount of
Rs.1.31 lakhs against Rs. 2.39 lakhs of the previous year and also earned other income of Rs.0.58 lakhs
against Rs.13.30 lakhs of the previous year

The Company has earned a profit of Rs.21.00 lakhs against the Profit of Rs. 208.99 lakhs of the
previous year.

During the year, there were no changes in the nature of business of the Company, the detailed
discussion on Company''s overview and future outlook has been given in the section on ''Management
Discussion and Analysis'' (MDA).

The Board of Directors in their Board Meeting held on 15^th May 2024 have resolved to change the
main line of business of the Company from Gas Industry to Solar industry.

3. DIVIDEND

The Board of Director do not recommend any dividend for the financial year under review.

As per Regulation 43A of the SEBI (Listing Obligation and Disclosures Requirements) Regulations,
2015 (the Listing Regulations), the top 1000 listed Companies shall formulate a Dividend Distribution
Policy. The Company does not come under the category of top 1000 listed Companies based on the
market capitalization.

4. TRANSFER TO RESERVES

The Company has not transferred any amount of profit to the reserves during the financial year under
review. Further, the details of movement in Reserve and Surplus is given in note no. 11 of the
Financial Statement.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of sections 73 and 7 6
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence
there are no details to disclose as required under Rule 8 (5) (v) and (vi) of the Companies (Accounts)
Rules, 2014.

Further, the Company has nottaken loan from its directors as on 31^st March, 2024.

6. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, no Company has become or ceased to be a Subsidiary/Joint Venture/
Associate Company of your Company.

7. SHARE CAPITAL

• During the year under review, there were no changes in authorized and Paid up Share Capital
of the Company.

• The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise, during the year under review.

• The Company has not issued any sweat equity shares to its Directors or employees, during
the period under review.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board, as on March 31, 2024, comprised of 3 (Three) Directors out of which 2 (Two) are

Independent Directors, 1 (one) is Non- Executive Non- Independent Director.

None of the Directors of the Company have been debarred or disqualified from being appointed or

continuing as Director of company by the Securities and Exchange Board of India (SEBI) and Ministry

of Corporate Affairs (MCA) or any such other Statutory Authority.

a. Appointments and Resignations of Directors and Key Managerial Personnel

During the period under review, following changes have been occurred.

Name of the Director	DIN and Designation	Nature of Change	Effective Date of change
Mr. Rohith Satish Shorewala	WTD DIN 01650221	Cessation	30.03.2024
Mr. Shyamlal Prasad Shorewala	Director DIN: 00088077	Cessation	30.03.2024
Mrs. Neelam Satish Shorewala	Director DIN: 01637681	Cessation	30.03.2024
Mr. Manohar P Shetage	-	CFO	30.03.2024
Ms. Dipanshi Lungariya	-	CFO	15.05.2024
Mr. Akhilesh Ashwini Singhal	ID DIN: 08479112	Cessation	20.03.2024
Mr. Yash Ratanlal Mardia	ID DIN: 06735082	Cessation	20.03.2024
Mrs. Yesha Aagam Shah	ID DIN: 08802522	Appointment	02.03.2024
Mr. Malay Truptesh Desai	ID DIN: 10082434	Appointment	02.03.2024
Viral Deepak Bhai Ranpura	NED DIN: 07177208	Appointment	20.01.2024
Padma Tapariya	Company Secretary	Appointment	01.11.2023

WTD - Whole Time Director, ID - Independent Director, NED = Non Executive Director

b. Director Liable to Retire by Rotation:

As all three directors are additional directors of the company, non is yet liable to retire by
rotation. The information as required to be disclosed under Regulation 36 of the Listing
Regulations will be provided in the notice of ensuing Annual General Meeting.

c. Independent Directors:

The Company has received declarations/ confirmations from each Independent Directors
under section 149(7) of the Companies Act, 2013 and regulation 25(8) of the Listing Regulations
confirming that they meet the criteria of independence as laid down in the Companies Act, 2013
and the Listing Regulations.

The Company has also received requisite declarations from Independent Directors of the
Company as prescribed under rule 6(3) of Companies (Appointment and Qualification of
Directors) Rules, 2014.

All Independent Directors have affirmed compliance to the Code of Conduct for Independent
Directors as prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, Independent Directors of the Company possess requisite
qualifications, experience and expertise and hold highest standards of integrity.

9. NUMBER OF MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES THEREOF

The Board meets at regular intervals to discuss and decide on Company/business policies and
strategies apart from other Board businesses. The Board/Committee Meetings are prescheduled
and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors
in advance to facilitate them to plan their schedule and to ensure meaningful participation in the
meetings.

The Board of Directors of your Company met 6 (six) Times during the year to carry the various
matters on following dates:

Date of the Board Meeting	Number of Directors eligible to attend	Number of Directors who attended
30.05.2023	5	5
14.08.2023	5	5
27.10.2023	5	5
20.01.2024	5	5
02.03.2024	4	4
30.03.2024	6	6

The maximum interval between any two consecutive Board Meetings did not exceed the period
prescribed under the Companies Act, 2013, the Listing Regulation and circular issued by MCA in
this regard.

Name of the Member	Audit Committee		Nomination Remuneration Committee		Stakeholder Relationship Committee
	Chairman/Membe r	Number of Meetings attended	Chairman/Membe r	Number of Meetings attended	Chairman/Mem ber	Number of Meetings attended
Y.R.D	Chairman (up to 02.03.24)	4/4	Member (up to 02.03.24)	4/4	Member (up to 02.03.24)	2/2
R.S.S.	Member (up to 30.03.24)	4/4	Member (up to 30.03.24)	4/4	Chairman (up to 02.03.24)	2/2
A.S	Member (up to 20.03.24)	4/4	Chairman (up to 02.03.24)	4/4	Member (up to 20.03.24)	2/2
V.D.R	Member (w.e.f. 02.03.24)	0/0	Member (w.e.f. 02.03.24)	0/0	Chairman (w. e. f. 02.03.24)	0/0
Y.A.S	Chairman (w.e.f. 02.03.24)	0/0	Member (w.e.f. 02.03.24)	0/0	Member (w.e.f. 02.03.24)	0/0
M.T.D	Member (w.e.f. 02.03.24)	0/0	Chairman (w.e.f. 02.03.24)	0/0	Member (w.e.f. 02.03.24)	0/0

Further, during the year, there are no such cases where the recommendation of any Committee of Board,
have not been accepted by the Board.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the Directors

hereby confirm and state that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the
applicable accounting standards have been followed and that no material departures have been
made from the same;

(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 profit 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 safeguarding 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 were operating effectively; and

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

11. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (''NRC'') works with the Board to determine the
appropriate characteristics, skills and experience for the Board as a whole as well as for its individual
members with the objective of having a Board with diverse backgrounds and experience in business,
government, education and public service. Characteristics expected of all Directors include
independence, integrity, high personal and professional ethics, sound business judgement, ability to
participate constructively in deliberations and willingness to exercise authority in a collective
manner. The Company has in place a Policy on appointment & removal of Directors (''Policy'').

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment and re-appointment of Directors.

• It contains guidelines for determining qualifications, positive attributes for Directors and
independence of a Director.

• It lays down the criteria for Board Membership

• It sets out the approach of the Company on board diversity

• It lays down the criteria for determining independence of a Director, in case of
appointment of an Independent Director.

The Nomination and Remuneration Policy is posted on website of the Company and may be viewed at
https://www.abcgas.co.in/companv-policies/

12. PERFORMANCE EVALUATION OF THE BOARD

The Board evaluation framework has been designed in compliance with the requirements under the
Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board
Evaluation issued by SEBI on January 05, 2017. The Board evaluation was conducted through
questionnaire designed with qualitative parameters and feedback based on ratings.

The Nomination and Remuneration Committee of the Company has laid down the criteria for
performance evaluation of the Board, its Committees and individual directors including Independent
Directors covering various aspects of the Board''s functioning such as adequacy of the composition of
the Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations,
based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has
carried out the annual performance evaluation of its own performance, the Individual Directors
including Independent Directors and its Committees on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc.

13. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Your company does not fall in the ambit of limit as specified in Section 135 of the Companies Act, 2013
read with Rule framed there under in respect of Corporate Social Responsibility. However, the
directors of the Company, in their personnel capacity, are engaged in philanthropy activities and
participating for cause of upliftment of the society.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34(2)(e) of the Listing Regulations is presented in a separate section and forming part of
this Report.

15. CORPORATE GOVERNANCE

As your Company''s Paid-up Equity Share Capital and Net Worth does not exceed Rs.10 Crores and Rs.25
Crores respectively, Corporate Governance provision as specified in regulations 17, 17A,18, 19, 20,
21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t)of sub-regulation (2) of regulation 46 and
para-C, D and E of Schedule V shall not apply to the Company.

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place Whistle Blower Policy ("the Policy"), to provide a formal mechanism to
its directors and employees for communicating instances of breach of any statute, actual or suspected
fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial
loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive
Information (UPSI), misuse of office, suspected/actual fraud and criminal offences. The Policy
provides for a mechanism to report such concerns to the Chairman of the Audit Committee through
specified channels. The frame work of the Policy strives to foster responsible and secure whistle
blowing. In terms of the Policy of the Company, no employee including directors of the Company has
been denied access to the chairman of Audit Committee of the Board. During the year under review,
no concern from any whistle blower has been received by the Company. The whistle blower policy is
available at the linkhttps://www.abcgas.co.in/companv-policies/

17. STATEMENT ON RISK MANAGEMENT POLICY

Risk assessment and management are critical to ensure long-term sustainability of the business. The
Company, has in place, a strong risk management framework with regular appraisal by the top
management. The Board of Directors reviews the Company''s business risks and formulates strategies
to mitigate those risks. The Senior Management team, led by the Whole Time Director, is responsible
to proactively manage risks with appropriate mitigation measures and implementation thereof.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to provision of Section 186 of the Companies Act, 2013, the Company has not made
investment or given any loan to any person or body corporate or not given any guarantees or
provided security in connection with a loan to any other body corporate or person.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contract or arrangements or transactions entered into by the Company with related
parties, which falls under the provisions of sub-section (1) of section 188 of the Companies Act, 2013,
though that transactions are on arm’s length basis, forms part of this report in Form No. AOC-2 is
annexed as an Annexure-1 to this report.

During the year, the Company had not entered into any contract/arrangement/transaction with
related parties which could be considered material in accordance with provision of listing regulations
and the policy of the Company on materiality of related party transactions.

The statement showing the disclosure of transactions with related parties in compliance with
applicable provision of IND AS, the details of the same are provided in note no. 27 of the Standalone
Financial Statement. All related party transactions were placed before the Audit Committee and the
Board for approval.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board is available at the link:https://www.abcgas.co.in/company-policies/

20. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate standards, processes and structures to implement internal
financial controls with reference to financial statements. Internal control systems comprising of
policies and procedures are designed to ensure sound management of your Company''s operations,
safekeeping of its assets, optimal utilizations of resources, reliability of its financial information and
compliance.

Systems and procedures are periodically reviewed to keep pace with the growing size and
complexity of your company''s operation.

21. LISTING REGULATIONS, 2015

The Equity Shares of the Company are listed on BSE Limited (BSE). The Company has paid its Annual
Listing Fees to the stock exchanges for the Financial Year 2023-24.

The Company has formulated following Policies as required under the Listing Regulations, the details
of which are as under:

1. "Documents Preservation & Archival Policy" as per Regulation 9 and Regulation 30 which
may be viewed at https://www.abcgas.co.in/company-policies/

2. "Policy for determining Materiality of events/information" as per Regulation 30 which may be
viewed at https://www.abcgas.co.in/company-policies/

22. AUDITORS

(a) Statutory Auditor

M/s. |hunjhunwala Jain & Associates LLP, Chartered Accountants, were appointed as Statutory
Auditors of the Company for a period of 5 years from the conclusion of 40^th Annual General Meeting
till the conclusion of the 45^th Annual General Meeting of the Company. Your Company has received

necessary confirmation from them stating that they satisfy the criteria provided under section 141 of
the Companies Act, 2013.

The report of the Statutory Auditor forms part of the Annual Report. The said report does not contain
any qualification, reservation, adverse remark or disclaimer except mentioned below:

a) The company is holding inventory of Products made of metals since long having carrying amount of
Rs.27.38 Lakhs as on balance sheet date and no major movement in inventory were there during the
year under consideration. We are unable to verify the market value of the said inventory. However, as per
the management these products are marketable and the market value of the same is higher than the
carrying amount as on the balance sheet date.

Comment by the Board:

The management has tried its best efforts to sell these items at market value during the year 2023 24.
After closure of the financial year 2023 24, the same have been sold out at the best possible reliazable
value.

b) The company had sold immovable Property amounting to Rs.98.26 Lakhs which was held as investments
to one of the directors without obtaining prior approval of shareholders, audit committee etc. as
required under section 188 of the Companies act, 2013 and SEBI (LODR) Regulation 23.

Comment by the Board:

The Management of the Company assures the good compliance. The subject assets were held as
Investment in the books of accounts of the Company. Pursuant to provisions of Companies Act 2013, Sale
of Investments does not require any approval of members of the Company. The Board has obtained
approval from the Board of Directors in their Board Meeting and have also obtained prior approval in the
audit committee of the Board.

c) The Company have not appointed Internal Auditor as required under Section 138 of the Companies Act,
2013.

Comment by the Board:

The company has appointed M/s. A H Mandaliya & Associates, Chartered Accountants (FRN-
1467205W) as an Internal Auditors w. e. f. 20^th January, 2024. The outcome of Board Meeting was
given to BSE Limited on the same date.

d) The company had not appointed managing director or Chief Executive Officer or manager or a whole¬
time director from March 30,2024 onwards as required under section 203 of the Companies act, 2013.

Comment by the Board:

Since the Whole Time Director of the Company resigned on 30.03.2024, the Board of Directors were
looking to appoint proper candidate for the post of Whole Time Director. After the closure of the year,
the Board of Directors have appointed. Mr. Nikhil Savaliya as the Professional Executive Director of
the Company w. e. f. 02^nd September 2024.

e) The company had not appointed Company Secretary from April 1,2023 to October31,2023 as required under
section 203 of the Companies act, 2013.

Comment by the Board:

During the said period company was finding the suitable candidate which matches the work portfolio
of the company. The Board appointed Ms. Padma Tapariya as the Company Secretary and Compliance
officer of the Company w. e. f. 01.11.2023.

f) The company had not appointed Chief Financial Officer from March 30, 2024 onwards as required under
section 203 of the Companies Act, 2013

Comment by the Board:

The former Financial officer of the Company Mr. Manohar resigned as Chief Financial officer of the
Company w. e. f. 30.03.2024. The Board of Directors appointed Ms. Dipanshi Lunagariya, Chartered
Accountant as the Chief Financial Officer of the Company w. e. f 15.05.2024

g) The company have not published its notices/advertisements in newspaper as required by SEBI (LODR)
Regulation 47.

Comment by the Board:-

The Board always ensures to publish the advertisement of notices and financial results from time to
time. It was inadvertently missed out to publish the advertisement couple of times. The Board assure
to remain compliant from now onwards in this regard.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Ms. Bhumika
Ranpura, Practicing Company Secretaries, as the Secretarial Auditors of the Company to undertake
Secretarial Audit for the financial year ended March 31, 2024. The Secretarial Audit Report for the
financial year ended March 31, 2024 is annexed herewith and marked as ''Annexure-2'' to this Report.

SECRETARIAL AUDITOR''S OBSERVATIONS & COMMENTS FROM BOARD:

(a) The Company has not appointed Internal Auditor as required under section 138 of the Companies
Act, 2013

Comment by the Board:

The company has appointed M/s. A H Mandaliya & Associates, Chartered Accountants (FRN-
1467205W) as an Internal Auditors w. e. f. 20^th January, 2024. The outcome of Board Meeting was
given to BSE Limited on the same date.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported to the Audit Committee,
under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its Officers or Employees, the details of which would need to be mentioned in the Board''s
Report.

24. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company,
which has occurred between the end of the financial year of the Company, i.e. March 31, 2024 till the
date of this Directors'' Report. However, the Board of Directors of the Company have approved and
proposed the following for approval of the members in this Annual General Meeting

- Change main line of business of the Company

- Change in Name of the Company

- Change of Registered office of the Company from the state of Maharashtra to the State of Gujarat.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders passed by the regulators/ courts/ tribunals,
which may impact the going concern status and the Company''s operations in future.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employee''s remuneration and other
details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:

1. the Ratio of the Remuneration of each Director to the median employee''s remuneration, the
percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year.

During the year 2023-24, the Company has not paid remuneration in excess of the prescribed limits under the
provisions of Companies Act 2013 and rules framed thereunder.

2. The percentage increase in the median remuneration of employees in the financial year and
number of permanent employees on the rolls of the Company

Median remuneration of all the employees of the Company for the Financial Year 2023-24	2.15 Lakhs
Percentage increase in the median remuneration of the	Nil
employees in the Financial year 2023-24
Number of permanent employees on the rolls of the Company	4
as on 31st March 2024

3. Average percentile increase made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the
managerial remuneration and justification thereof:

The Company has not paid any managerial remuneration and only paid salary to Company
Secretary of the Company, therefore average percentile increase could not be provided.

4. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Remuneration is paid as per the remuneration policy of the Company.

(b) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the names and other particulars of the employees drawing remuneration in excess of the
limits set out in the said rules is provided in a separate annexure forming part of this Report. Having
regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding
the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the
said annexure is open for inspection by the members through electronic mode. Any member
interested in obtaining such information may address their email to [e-mail].

27. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8
(3) of the Companies (Accounts) Rules, 2014 by the Company are as under:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Though business operation of the Company is not energy-intensive, the Company, being a
responsible corporate citizen, makes conscious efforts to reduce its energy consumption.
Some of the measures undertaken by the Company on a continuous basis, including during
the year, are listed below:

a) Use of LED Lights at office spaces.

b) Rationalization of usage of electricity and electrical equipment air conditioning system,
office illumination, beverage dispensers, desktops.

c) Regular monitoring of temperature inside the buildings and controlling the air¬
conditioning system.

d) Planned Preventive Maintenance schedule put in place for electromechanical
equipment.

e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilizing alternate source of energy.

The business operations of the Company are not energy-intensive, hence apart from steps
mentioned above no other steps taken.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the year under
review.

(B) Technology Absorption

The IT team of the Company evaluate technology developments on a continuous basis and keep
the organization updated. The Company has been benefited immensely by usage of Indigenous
Technology for business operation of the Company. The Company has not imported any
technology during last three years from the beginning of the financial year. The Company has not
incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo, during the year, is as under:
Foreign Exchange Earnings

Sr. No.	Particulars	2023-24	2022-23
1	N.A.	-	-

Foreign Exchange Outgo

Sr. No.	Particulars	2023-24	2022-23
1.	N.A.	-	-

28. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy ofAnnual
Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed
at https://www.abcgas.co.in/

29. SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board of Directors (SS-
1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI).

30. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Government under sub-section (1) of Section
148 of the Companies Act 2013 is not applicable to the Company.

31. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the
Company and has zero tolerance towards any actions which may fall under the ambit of sexual
harassment at workplace. Since, the Company has less than Ten Employees constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is not applicable. Further, during the year the Company has not
received any case related to sexual harassment.

The policy framed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with Rules framed thereunder may be viewed at
https://www.abcgas.co.in/company-policies/

32. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there
were no transactions on these matters during the year under review:

¦ Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

¦ Issue of debentures/bonds/warrants/any other convertible securities.

¦ Issue of shares under ESOP scheme

¦ Scheme of provision of money for the purchase of its own shares by employees or by trustees for the
benefit of employees.

¦ Instance ofone-time settlement with any Bank or Financial Institution.

¦ Application or proceedings under the Insolvency and Bankruptcy Code, 2016

33. ACKNOWLEDGEMENTS

Your Directors take the opportunity to express our deep sense of gratitude to all users, vendors,
government and non-governmental agencies and bankers for their continued support in Company''s
growth and look forward to their continued support in the future.

Your Directors would also like to express their gratitude to the shareholders for reposing unstinted
trust and confidence in the management of the Company.

By order of the Board of Directors Date: 03.09.2024

For, ABC Gas (International) Limited Place: Mumbai

Sd/-

Viral Ranpura

Director

DIN: 07177208

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty Fifth Annual Report of your company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

Financial summary or highlights/Performance of the Company (Standalone)

(Rs. In Lacs)

Particulars Standalone Standalone

Particulars 2014-2015 2013-14

Total Income 451.81 296.19

Total Expenditure 436.59 276.11

Profit/(Loss) before taxation 17.10 20.49

Provisions for tax 1.48 4.59

Profit/(Loss) after taxation 15.52 15.90

Balance carried forward to Balance Sheet 15.52 15.90

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

During the year under review, the Company earned a total revenue of Rs.4,51,81,302/- against Rs. 2,96,19,107/- of the previous year. The net profit after tax incurred by the Company for the year under review has been Rs. 15,51,965/- against the profit after tax of Rs. 15,90,124/- achieved by the Company for the previous year.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

DIVIDEND

In view of inadequate profits, your Directors are unable to declare any dividend for the year ended 31st March 2015.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

Presently, the Share Capital of the Company is Rs. 1,98,00,000/- divided into 19,80,000 Equity Shares of Rs. 10/- each.

CORPORATE GOVERNANCE:

Your company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the following forms part of this Annual Report:

1. Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

2. Management Discussion and Analysis;

3. Report on the Corporate Governance and

4. Auditors Certificate regarding compliance of conditions of Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During the period under review, the provisions of CSR is not applicable to the Company. Hence, your directors have not constituted the Corporate Social Responsibility Committee.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, guarantees or made any investments under Section 186 of the Companies Act, 2013 during the financial year 2014-2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 are as under;

A. Conservation of Energy, Technology Absorption:

The Company operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy. As an ongoing process, the following measures are undertaken.

(a) Conservation of energy measures taken:

The Board of Directors has taken following steps to conserve the energy:

* Switching off lights, A/C and computers whenever not used.

* Power utilization on all computers, pantry and cabins.

* Planning to replace lights with low energy consumption units.

* The Board is considering the option of using solar energy resources.

* Controlled the energy consumption by optimizing the temperature inside the office premises is the major contributor for the energy conservation for the stores.

* Optimized lighting consumption by strictly controlling the operating hours as per the usage pattern.

Impact:

After constant monitoring and effective utilization, the company's electricity bill has shown reduction. The board is constantly taking initiatives and steps to reduce the bills and is optimist for a favorable output. The Board is also using energy saver equipments.

(b) Technology absorption measures:

(i) The efforts made towards Technology The Company is searching for Absorption the advance technology which can be used in the Company's premises.

(ii) the benefits derived like The benefits product improvement, cost will be seen in future. reduction, product development or import substitution

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- -

(a) the details of technology imported -

(b) the year of import; -

(c) whether the technology been fully absorbed -

(d) if not fully absorbed, areas where absorption - has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development -

B. Foreign Exchange Earnings And Outgo

There were no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company does not have any employees drawing remuneration in excess of the limits specified in Section 197(12) read with Rule 5 of (Appointment and remuneration of managerial Personnel) Rules, 2014.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements entered into by the company in accordance with provisions of Section 188 of the Companies Act, 2013.

There were no materially significant transactions with Related Parties during the financial year 2014-15. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

The policy on Related Party Transactions was approved by the Board of Directors. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

RISK POLICY:

Pursuant to the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has in place a robust business Risk Management framework to identify and evaluate business risks and opportunities. At present, the Company has not identified any element of risk which may threaten its existence.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilizations of resources, reliability of its financial information and compliance.

Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your company's operation.

DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. In the preparation of the 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 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 of the profit or loss of the Company for the 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 safeguarding 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors had appointed Mrs. Neelam Shorewala (DIN: 01637681) as anAdditional Woman Director in the category of Non-Executive Director with effect from 30th March, 2015.

In accordance with the provisions of the Companies Act, 2013, Mr. Rohith Shorewala (DIN: 01650221) retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

Mr. Rohith Shorewala is not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

Brief profile of Mr. Rohith Shorewala and Mrs. Neelam Shorewala, who are to be re-appointed, as stipulated under Clause 49 of the Listing Agreement are furnished in the Notice of the ensuing AGM. The Board of Directors of your Company recommends the re-appointment of Mr. Rohith Shorewala and Mrs. Neelam Shorewala at the ensuing AGM.

MEETINGS

The Board of Directors of your Company met 7 Times during the year to carry the various matters. The Meetings were convened on 30/05/2014, 11/08/2014, 26/08/2014, 30/09/2014 12/11/2014, 12/02/2015 and 30/03/2015 respectively and further details of which are given in the Corporate Governance Report forming part of this Annual Report.

DECLARATION BY AN INDEPENDENT DIRECTORS -

The Company has received declaration by all Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION -

The Board of Directors has made the formal annual evaluation of its own performance and that of its committees and individual directors and found it to be satisfactory.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY -

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE -

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

TERMS OF APPOINTMENT & REMUNERATION CFO

Mr. Manohar Shetage, CFO w.e.f 30th September, 2014

CFO

Period of Appointment No period is fixed

Salary Grade 2,23,500 p.a

Allowances Nil

Perquisites Nil

Retrial Benefits Nil

Performance Bonus Nil

Sign-on Amount Nil

Deferred Bonus Nil

Minimum Remuneration Nil

Notice Period & Severance Fees N.A.

Other N.A.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders' Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 203 of the Act, Mr. Satish S. Shorewala, Manging Director, Mr. Rohith Shorewala - Whole Time Director and Mr. Manohar Shetage, Chief Financial Officer are the Key Managerial Personnel of your Company.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. C. P Singhania serves as the Chairman of the Committee and Mr. Satish Shorewala and Dr. Paras Gandhi are other members. The terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

VIGIL MECHANISM:

The Company has a vigil mechanism and Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement to deal with instance of fraud and mismanagement, if any, and to report concerns about unethical behavior, wrongful conduct and violation of the Company's code of conduct or ethics policy. The details of the said Policy are explained in the Corporate Governance Report.

AUDITORS:

Statutory Auditors-

At the Annual General Meeting held on 30th September, 2014, M/s. Bhuwania & Agarwal Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the financial year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Bhuwania & Agarwal Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if their ratification is confirmed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

STATUTORY AUDITORS' OBSERVATIONS:

The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS:

In terms of the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. Anish Gupta & Associates, Company Secretaries, Mumbai as Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year 31.3.2015. The report of the Secretarial Auditor is annexed herewith as "Annexure [A]"

SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:

1. The Company has not appointed Company Secretary as KMP under section 203 of the Companies Act, 2013 and Compliance Officer as per Listing Agreement: The Company will ensure the compliances.

2. The Company has not updated its websites with results, shareholding patterns, annual report and policies and other information as required under the Companies Act and the Listing Agreement: The Company will ensure the compliances.

3. The Company has refundable application money unpaid for more than 7 years and is yet to be transferred to Investor Education and Protection Fund: The Company will ensure the compliances.

4. There are delays and non-submission of forms as required under the Companies Act, 2013 with the Registrar of Companies: The Company will ensure the compliances.

EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2015 is given in "Annexure B".

OTHER DICLOSURES

* There were no material changes and commitments affecting the financial position of your Company between end of the financial year and the date of this report.

* Your Company has not issued any shares with differential voting.

* There was no revision in the financial statements.

* Your Company has not issued any sweat equity shares.

* During the year your Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe & conducive work environment to its employees. Though the Company is not required to adopt the policy, however it ensures the safety of its women employees at workplace. During the year under review, no case of sexual harassment was reported.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT

The Board of Directors wishes to express their deep sense of appreciation and gratitude to all Employees, Bankers and Clients for their assistance, support and co-operation extended by them. In the end, the Directors, wish to sincerely thank all shareholders for their continued support.

By order of the Board For ABC Gas (International) Ltd.

S.P. Shorewala Date:-12.08.2015 Chaiman Place:-Mumbai DIN:-00088077

Registered Office: 1 Mahesh Villa, B.G. Kher Road, Worli, Mumbai - 400 018

---

Mar 31, 2012

To, The Members

The Directors have pleasure in presenting the Thirty Second Annual Report of your company together with the Audited Statements of Accounts for the year ended 31 st March, 2012.

FINANCIAL RESULTS

Particulars (Rs. In Lacs) (Rs. In Lacs) 31.033012 31.03.2011

Income 6922.16 240336

Expenditure 6893.45 2384.72

Profit /(Loss) for the year Before Tax 28.71 18.77

Less: Provision for Income Tax 7.35 4.68

Profrtfloss) brought forward (35.14) (49.77)

Transfer to Balance Sheet (13.25) (35.15)

DIVIDEND

In view of inadequate profits, your Directors are unable to declare any dividend for the year ended 31st March 2012.

OPERATIONS & CURRENT YEAR PROSPECTS

During the year your company undertook installation of Reticulated Gas System at various sites. Having gained in experience for providing MEP services, your company is now bidding for various projects in plumbing, firefighting, Electrical & HUAC. Your Company is also exploring the possibility of manufacturing various gas related products & have had discussions with several European companies for possible Joint Ventures.

FIXED DEPOSITS

The company has not taken any fixed deposits within the meaning of Section 58A of the Act from public during the year.

PREFERENTIAL ALLOTMENT

The Company in the Annual General Meeting held on 30.11.2012 has approved the issue of 30,20,000 convertible warrants under Section 81(1 A). However due to adverse marketing condition and slow down of global market, the board decided to withdraw the proposed issue of warrants.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 Mr. Satish S. Shorewala and Mr. Rohith S. Shorewala, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

AUDITORS & AUDITORS REMARKS

The Auditors M/s. Bhuwania & Agrawal Associates, Chartered Accountants, Mumbai 400 002 hold the office until the conclusion of ensuing Annual General Meeting. Your company has received the consent of auditors to be re-appointed as the auditor of the company, if made.

Remarks of the Auditor in the Auditor report are self explanatory in nature and need no further clarification.

SECRETARIAL AUDIT REPORT

Compliance Certificate required u/s 383 A of the Companies Act, 1956 has been obtained from M/s Anish Gupta & Associates, Practicing Company Secretary & is forming part of the Balance Sheet.

CUSTODIAN AMD SHARE TRANSFER AGENT

Pursuant to the notification of the SEBI and stock exchange, the company has appointed M/s Sharex (India) Private Limited, 17/B, Dena Bank Building, 2nd Floor, Homiman Circle, Fort, Mumbai - 400 001, as its custodian for dematerialization of shares and transfer of shares.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

CORPORATE GOVERNANCE

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

STATUTORY INFORMATION

Particulars of Employees

The relations remain cordial throughout the year between employees and the management The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is NIL.

Particulars under Section 217 (1) (e) of the Companies Act, 1956

A Statement pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 forms part of this report, as Annexure.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the 'Directors Responsibility Statement' and confirm that:-

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

ii) 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 profit or loss of the company, for that period.

iii) The Directors have taken proper and sufficient care of 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

AGKNOWLEDGEMENT

The Board of Directors wishes to express their deep sense of appreciation and gratitude to all Employees, Bankers and Clients for their assistance, support and co-operation extended by them. In the end, the Directors, wish to sincerely thank all shareholders for their continued support.

By order of the Board

For ABC Gas (International) Ltd.

S.P. Shorewala

Mumbai: 01.09.2012 CHAIRMAN

Registered Office;

1 Mahesh vata,"

Worli, Mumbai -400 018

---

Mar 31, 2011

The Directors have pleasure in presenting the Thirty First Annual Report of your company together with the Audited Statements of Accounts for the year ended 31st March 2011.

Financial Results

(Rs. In Lacs)

Particular 31.3.2011 31.3.2010

Income 2394.16 1364.71

Expenditure .2372.94 1354.96

Profit /( Loss ) for the year before Tax 21.23 9.75

Less : Provision for Income Tax 4.68 2.70

Profit(loss) brought forward 16.54 6.53

Transfer to Balance Sheet (35.15) (49.77)

DIVIDEND

In view of inadequate profits, Your Directors are unable to declare any dividends for the year ended 31st March 2011

OPERATIONS & CURRENT YEAR PROSPECTS

During the year your company undertook installation of Reticulated Gas System at various sites. Having gained in experience for providing MEP services, your company is now bidding for various projects in plumbing, firefighting. Electrical & HUAC. Your Company is also exploring the possibility of manufacturing various gas related products & have had discussions with several European companies for possible Joint Ventures

FIXED DEPOSITS

The company has not taken any fixed deposits within the meaning of Section 58A of the Act from public during the year.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 Mr. S. P. Shorewala and Mr. Chandraprakash Keshardeo Singhania, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

EXTENSION FOR AGM

During the year the Company has extended the AGM date and the company has also obtain the approval of Registrar of Companies to hold the AGM upto 30/11/2011.

AUDITORS

The Auditors M/s. Bhuwania & Agrawal Associates, Chartered Accountants, Mumbai 400 002 hold the office until the conclusion of ensuing Annual General Meeting. Your company has received the consent of auditor to be re- appointed as the auditor of the company, if made.

SECRETARIAL AUDIT REPORT

Compliance Certificate required u/s 383A of the Companies Act, 1956 has obtained from a Practicing Company Secretary & is forming part of the Balance Sheet

CUSTODIAN AND SHARE TRANSFER AGENT

Pursuant to the notification of the SEBI and stock exchange, the company has appointed M/s Sharex (India) Private Limited, 17/B, Dena Bank Building,.2nd Floor, Horniman Circle, Fort, Mumbai - 400 001, as its custodian for dematerialization of shares and transfer of shares.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

CORPORATE GOVERNANCE

The Company though not yet mandatory require complying with the provisions laid down in the Listing Agreement on corporate governance, has adhered to strict levels of corporate governance and management.

STATUTORY INFORMATION Particulars of Employees

The relations remain cordial throughout the year between employees and the management The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is NIL.

Particulars under Section 217 (1) (e) of the Companies Act, 1956

The information regarding conservation of energy, technology Absorption, Adoption and innovation, the information required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is NIL

The Company has earned or used foreign exchange earnings/outgoings during the year as under Foreign Exchanges Earning Rs. Nil

Foreign Exchange Outgo Rs. 1.19 lacs

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the 'Directors Responsibility Statement' and confirm that:-

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

ii) 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 profit or loss of the company, for that period.

iii) The Directors have taken proper and sufficient care of 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wishes to express their deep sense of appreciation and gratitude to all Employees, Bankers and Clients for their assistance, support and co-operation extended by them. In the end. the Directors, wish to sincerely thank all shareholders for their continued support.

By order of the Board

for ABC Gas (International) LTD.

S.P.SHOREWALA

Chairman Place :- Mumbai,

Date :- 22.10.2011

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Mar 31, 2010

The Directors have pleasure in presenting the Thirtieth Annual Report of your company together with the Audited Statements of Accounts for the year ended 31st March 2010.

Financial Results

(Rs. In Lacs) (Rs. In Lacs) Particular 31.3.2010 31.3.2009

Income 1364.71 303.23

Expenditure 1354.96 302.47

Profit /(Loss) for the year before Tax 9.75 0.76

Less: Provision for Tax 2.70 0.55

Profit(losS) brought forward 6.53 1.20

Transfer to Balance Sheet (49.77) (56.30)

DIVIDEND

In view of inadequate profits, Your Directors are unable to declare any dividends for the year ended 31st March 2010

OPERATIONS & CURRENT YEAR PROSPECTS

During the year your company undertook installation of Reticulated Gas System at various sites. Having gained in experience for providing MEP services your company is now bidding for various projects in plumbing, firefighting. Electrical & HUAC. Your Company is also exploring the possibility of manufacturing various gas related products & have had discussions with several European companies for possible Joint Ventures

FIXED DEPOSITS

The company has not taken any fixed deposits within the meaning of Section 58A of the Act from public during the year.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 Mr. Paras Gandhi and Mr. A.S. Ganeriwal, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Pursuant to the Section 260 of the Companies Act, 1956 and the Articles of Association of the Company Mr. Rohit Shorewala was appointed as an additional director w.e.f. 30th September, 2009.

His term of office expires on the forthcoming Annual General Meeting and pursuant to the provisions of section 257 of the Act, the additional director needs to be reappointed through an ordinary resolution in the Annual General Meeting. The Board recommends the appointment for shareholders approval.

AUDITORS

The Auditors M/s. Bhuwania & Agrawal Associates, Chartered Accountants, Mumbai 400 002 hold the office until the conclusion of ensuing Annual General Meeting. Your company has received the consent of auditor to be re-appointed as the auditor of the company, if made.

SECRETARIAL AUDIT REPORT

Compliance Certificate required u/s 383A of the Companies Act, 1956 has obtained from a Practicing Company Secretary & is form part of the Balance Sheet.

CUSTODIAN AND SHARE TRANSFER AGENT

Pursuant to the notification of the SEBI and stock exchange, the company has appointed M/s Sharex (India) Private Limited, 17/B, Dena Bank Building, 2nd Floor, Horniman Circle, Fort, Mumbai - 400 001, as its custodian for demateri- alization of shares and transfer of shares.

CORPORATE GOVERNANCE

The Company though not yet mandatory require complying with the provisions laid down in the Listing Agreement on corporate governance, has adhered to strict levels of corporate governance and management.

STATUTORY INFORMATION

Particulars of Employees

The relations remain cordial throughout the year between employees and the management The information as re- quired by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

Particulars under Section 217 (1) (e) of the Companies Act, 1956

The information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL The Company has earned or used foreign exchange earnings/outgoings during the year as under

Foreign Exchanges Earning Rs. Nil

Foreign Exchange Outgo Rs. 23.34 lacs

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement and confirm that:-

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

ii) 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 profit or loss of the company, for that period.

iii) The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accor- dance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wishes to express their deep sense of appreciation and gratitude to all Employees, Bankers and Clients for their assistance, support and co-operation extended by them. In the end the Directors, wish to sincerely thank all shareholders for their continued support.

By order of the Board for ABC Gas (International) LTD.

S.P. SHOREWALA Chairman

Place:- Mumbai, Date :- 01.09.2010