Eastern Gases Ltd.
|BSE: 540790||Sector: Others|
|NSE: N.A.||ISIN Code: INE846C01014|
|BSE 00:00 | 06 Sep||Eastern Gases Ltd|
|NSE 05:30 | 01 Jan||Eastern Gases Ltd|
|BSE: 540790||Sector: Others|
|NSE: N.A.||ISIN Code: INE846C01014|
|BSE 00:00 | 06 Sep||Eastern Gases Ltd|
|NSE 05:30 | 01 Jan||Eastern Gases Ltd|
On behalf of the Board of Directors it is my privilege and honor to place before youthe 22nd Annual Report and the Audited Statement of Accounts of the Company forthe year ended 31st March 2017.
REVIEW OF PERFORMANCE
During the year Profit after tax of the Company amounted to Rs. 55.56 Lacs as comparedto Rs. 314.08 Lacs in the previous year. Barring unforeseen circumstances your Directorsexpect to achieve good results in the coming years with positive outlook of Gas Industryin India.
With the new government policy PAHAL (DBTL) Scheme it has able to restrict the blackmarketing of the subsidised LPG and thereby saves Rs 10000 crores. It has predominantlyincreased the sale of cylinders at market price and thereby a huge opportunity to theparallel marketers to play. According to Ministry of Petroleum and Natural Gas (MoPNG)demand for non-subsidies cylinders grew 30.82% during this period.
The success of the modified scheme helped fuel parallel marketing companies to gainsignificance growth in LPG. The Company expects a good growth in this segment as thecompanies are turning into eco- friendly LPG/CNG/Propane/Butane. The Management has takenadequate steps to cater the future demand for consolidating its position in the market.The new Bottling plants at Bangalore and Hyderabad expect to add good gain to the futureprospect of the company. The company is evaluating all the options better utilize itspresent infrastructure and grow simultaneously without
A. BOTTLING SEGMENT
The company caters the commercial cylinder market of West Bengal Bihar and Orissa fromits own bottling plant situated at Durgapur. The company already set up new LPG bottlingplant at strategically potential locations to cover Central and Southern India as well formarketing its "EAST GAS" brand commercial LPG cylinders. Your company has setuptwo new LPG bottling plants at Bangalore & Hyderabad with its vision of pan Indiapresence. This will add to company's presence in Domestic Commercial and Industrialsegment. With various government checks on Domestic LPG supplies the company expects thatthe Domestic sector will also open up as New Avenue's in years to come.
B. BULK LPG
The Company expects good growth in this segment due to the conversion of majorindustries from Coal/ other alternate fuels to LPG/Propane due to Environment concerns.LPG being a cleaner and cheaper fuel is preferred choice of the Industrial Customers. Thecompany is also exploring opportunities throughout India as usage of LPG in Industrialhouses is growing.
C. AUTO LPG
The Companies own Auto LPG Retail Outlet (ALRO) is already running in PaschimMedinipur West Bengal and the company expect that Dealer Owner ALRO at Bagnan &Chandannagar in West Bengal would be started by this year.
The Board believes that it will be prudent for the company to conserve resource in viewof future expansion programs in line for the company for the coming year which willenhance the probability to the great extent. Hence your directors are not recommending anydividend for the financial year 2016-17.
The Assets of the Company including building plant & machinery etc are adequatelyinsured for all its units.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the rules made there under
The Company has made Preferential Allotment of 1180000 Fully Convertible Warrants("Warrants") convertible into equivalent number of Equity shares of Rs. 10/-at an Issue Price of Rs. 58/- each to the person belonging to promoter group and non-promoter group.
As on 31st March 2017 the issued subscribed and paid up share capital ofthe Company was Rs. 150000000/- comprising 15000000 Equity shares of Rs. 10/- each.
MANAGEMENT DISCUSSION AND ANALISIS REPORT
A detailed discussion of the industry structure as well as on the financial andoperational performance is contained in the ' Management Discussion and AnalysisReport'(Annexure - I)
The Board has duly examined the Statutory Auditors' Report to the accounts andclarifications wherever necessary have been included in the Notes to the Accountssection of the Annual Report.
CHANGE IN NATURE OF THE BUSINESS
There is no change in the major business activity of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
DETAILS OF HOLDING. SUBSIDIARIES AND ASSOCIATES
The Company does not have any Holding Subsidiary and Associate Company as on 31stMarch 2017.
Our driving objective is to improve living and working condition of our workforcetheir dependents and society as well. There has been a constant endeavor to interact withthe workers on a day to day basis and promptly resolve the issues that surface up.
Company has obtained all the required certificates and License from Environment ControlRegulators to check Safe and Environment friendly Operations. The Company is quite alertin providing clean environment on a continuous basis.
The Company has adequate system for Industrial Safety. In the said year the company hasstrengthen its fire safety equipment at it units. The year under review continued to beNIL accident year.
BOARD AND COMMITTEE MEETING
During the year 10 (Ten) Board Meetings were held on 06/04/2016 29/04/201630/05/2016 13/08/2016 03/09/2016 08/11/2016 14/11/2016 02/01/2017 14/02/2017 and28/02/2017.
Details of the composition of the Board and its Committees including Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee and of theMeetings held and attendances of the Directors at such meetings are provided in theCorporate Governance Report.
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the performance evaluation process for the Board and itsDirectors. The Nomination and Remuneration Committee has reviewed the performance of theBoard and its Directors.
The functioning of the Board was evaluated on various aspects inter alia degree offulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various committees effectiveness of Board processesinformation and functioning etc.
In the separate meeting of Independent Directors a performance of NonIndependentDirectors was evaluated on various aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management outside Board/CommitteeMeetings. In addition the Chairperson was evaluated on key aspects including office rolesetting the strategic agenda of the Board encouraging active engagements by all Boardmembers and motivating and providing guidance to them.
Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilities adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated.
The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Company's policy on Directors appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Director's Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with Section 152 of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Sushil Kumar Bhansali Director of the Company is due toretire by rotation at the ensuing Annual General Meeting and being eligible seeksre-appointment. Your Board recommends his re-appointment.
Ms. Divya Singh was appointed as Company Secretary and Compliance Officer as perSection 203 of the Companies Act 2013 on 6th April 2016.
Mr. Ranjeet Kochar was appointed as Chief Financial officer as per Section 203 of theCompanies Act 2013 on 6th April 2016.
Mr. Tejvir Singh (DIN: 03539411) and Mr. Anil Choudhary Legha (DIN: 03376753) resignedas Independent Director with effect from 4th July 2016. The Board places onrecord its appreciation for the services rendered by Mr. Tejvir Singh and Mr. AnilChoudhary Legha during his tenure with the Company.
Mr. Manish Yadav was appointed as Independent director as per Section 203 of theCompanies Act 2013 with effect from 11th July 2016.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Act that he/she meets the criteria of independence laid down inSection 149(6) and Regulation 25 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENTS
Pursuant to Section 134 (5) of the Act the Board of Directors to the best of theirknowledge and ability confirm that:
(a) In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed and there are no material departures from the same;
(b) The Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year March31 2017 and the Profit and Loss of the Company for that period;
(c) The Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The Directors have prepared the Annual Accounts of the Company on a goingconcern' basis;
(e) The Directors have laid down Internal Financial Controls to be followed by theCompany and such Internal Financial Controls are adequate and were operating effectively;
(f) The Directors have devised proper systems to ensure adequate compliances withprovisions of all the applicable laws and that such systems were adequate and operatingeffectively;
PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS:
The Company did not give any Loan or Guarantee or provided any security or makeinvestment covered under Section 186 of the Companies Act 2013 during the year. Investmentsmade by the Company are disclosed in the Standalone Financial Statements.
VOLUNTARY DELISTING OF EQUITY SHARES
The Company has applied for delisting of shares from Ahmadabad Stock Exchange Ltd.(ASE) and Jaipur Stock Exchange Ltd. (JSE) for which final delisting approval is yet tobe received from the respective SE's.
A separate section on Corporate Governance is included in the Annual Report along withCertificate from the Company's Auditor confirming compliance with condition on CorporateGovernance as required by Schedule V of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015. (Annexure-II)
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return asat 31st March 2017 forms part of this report as Annexure III.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
A. CONSERVATION OF ENERGY
(a) . Energy conversation measures taken: During the year external experts conducted anenergy audit and the recommendations have been implemented.
(b) . Additional investments and proposals if any being implemented for reduction ofconsumption of energy: No additional investments for reduction in energy consumption havebeen made or are proposed to be made presently.
(c) . Impact of the measures at (a) and (b) above for reduction of energy consumptionand consequent impact on the cost of production of goods: the company has achievedmarginal savings during 2016-17 due to the measures at (a) above.
B. RESEARCH & DEVLOPMENT (R&D)
No R & D activities have been carried out by the company during the year.
C. TECHNOLOGY ABSORPTION
The Company always keeps a check on global innovation and techniques to avail thelatest technology trends and practices. The Company has not imported any technology orprocess in the financial year.
D. FOREIGN EXCHANGE EARNINGS & OUTGO
The Company had no Foreign Exchange earnings and Outgo during the year under review.
M/s. C B C & Associates. Chartered Accountants (FRN No. 325794E) CharteredAccountants hold office till the conclusion of the 26th Annual General Meetingof the Company and are eligible for ratification.
QUALIFICATION RESERVATION OR ADVERSE REMARK IN STATUTORY AUDIT REPORT AND SECRETARIALAUDIT REPORT
There is no qualification reservation or adverse remark made by the Statutory Auditorsin their Auditors' Report to the Financial Statements or by the Secretarial Auditor in itsSecretarial Audit Report for the financial year ended March 31 2017.
The provisions of Sec 148 of the Companies Act 2013 related to Cost Audit is notapplicable to the Company.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Mr. Dilip Kumar Sarawagi a Company Secretary in Practice to undertake theSecretarial Audit of the Company for the year ended 31st March 2017. TheSecretarial Audit Report is annexed as Annexure-III forming part of this report.
The Board of Directors on the recommendations of the Audit Committee has approved andadopted a Whistle Blower Policy to provide formal Mechanism for all employees of theCompany to approach the Chairman of the Audit Committee and make protective disclosureabout any unethical behavior actual or suspected fraud or violation of the Company's Codeof Conduct.
RISK MANAGEMENT POLICY
The Company has developed and implemented a Risk Management Policy to be followed bythe Company including the identification therein of elements of risk if any which inopinion of the Board may threaten the existence of the Company. The risk managementframework is based on a clear understanding of various risk disciplined risk assessmentand measurement procedure and continuous monitoring. The policies and proceduresestablished for this purpose are approved. The Board of Directors (BOD) is planning toreview the risk management policy and in the present year the BOD is expected to approvenew policy.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 of the Companies Act 2013 read with Rule 12 of theCompanies (Corporate Social Responsibility Policy) Rules 2014 relating to CorporateSocial Responsibility are not applicable to the Company.
INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented the framework for Internal Financial Controls("IFC") within the meaning of explanation to Section 134 (e) of the CompaniesAct 2013.
For the year ended March 2017 the Board believes that the Company has sound IFCcommensurate with the nature and size of its business operations; wherein controls are inplace and operating effectively and no material weakness exists.
The Company has a process in place to continuously monitor the existing controls andidentify gaps if any and implement new /improved financial controls.
POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has adopted a policy on prevention prohibition and redressal of SexualHarassment at the workplace to provide protection to employee at the workplace andprotection and redressal of complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing safe working environment whereemployee feel secure. The Company has also constituted an internal complaints committee toconsider and to redress complaints of sexual harassment. The Committee has not receivedany complaint of sexual harassment.
PARTICULARS OF EMPLOYEE
The information required under Section 197(12) of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis report as Annexure IV.
Your Directors like to express their gratitude for the continuous assistance andsupport received from the Employees Investors Customers Bankers Registrars andTransfer Agents SEBI Exchanges NSDL CDSL and other regulatory and governmentauthorities during the year.
Your Directors also like to place on record their deep sense of appreciation and valuefor the contributions made by every staff member of the Company.