Southern Gas Ltd.
|BSE: 509910||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE532U01012|
|BSE 00:00 | 12 Sep||Southern Gas Ltd|
|NSE 05:30 | 01 Jan||Southern Gas Ltd|
|BSE: 509910||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE532U01012|
|BSE 00:00 | 12 Sep||Southern Gas Ltd|
|NSE 05:30 | 01 Jan||Southern Gas Ltd|
Your Directors have pleasure in presenting the Fifty Sixth (56th) AnnualReport of the Company along with Company's audited financial statements for the financialyear ended on March 31 2020.
( Amount in Lakhs)
Financial Performance/ State of Company Affairs :-
Total income of the Company for FY 2020 stood at Rs. 3064.77 Lakhs ( 3184.84 Lakhs inFY 2019)
Profit from continuing operations before Interest Depreciation and Exceptional Items& Tax stood at Rs.256.35 Lakhs.
Profit from continuing operations before Tax (PBT) stood at Rs.91.52 Lakhs and Profitfrom continuing operations After Tax (PAT) stood at Rs. 67.62 Lakhs. Net profit for theperiod stood at Rs.56.78
Your Company turnover Rs.3024.81 Lakhs during the year under review as against 3115.71during the last financial year hence aggregate turnover decreased by 2.92% as compared tolast year however the aggregate net profit of the company increased by 25.14% as comparedto last year.
Based on the Company's performance your Directors are pleased to recommend forapproval of the members a Dividend of Rs.40/- per Equity Share (40%) on the face value ofRs. 100/- each aggregating Rs.9.00 Lakhs for the financial year ended March 31 2020. Thedividend payout is subject to the approval of members at the ensuing 56thAnnual General Meeting.
Transfer to General Reserve
During the year under review Your company has transferred of Rs. 2000000/-to theGeneral Reserve Account.
Directors and Key Managerial Personnel
In accordance with the provisions of Companies Act 2013 (hereinafter referred as"the Act") and Articles of Association of the Company Mr. Gautam Pai Kakode(DIN: 02395512) Director who retire by rotation at the ensuing 56th Annual GeneralMeeting and being eligible offer himself for re-appointment.
The Board of Directors in their meeting held on June 26 2020 further reviewed theremuneration payable to Mr. Gautam Pai Kakode as a Managing Director & Key ManagerialPersonnel of the Company approved the same for a period of three years effective fromFebruary 1 2020 to January 31 2023. Pursuant to schedule V of the Companies Act 2013the same requires the approval of the members of the Company at the general meeting.
The requisite details in this connection are contained in the notice convening the 56thAnnual General Meeting.
Mr. Rajeev Nagarsenkar resigned as Chief Financial Officer (CFO) w.e.f. 28thOctober 2019 and the Board appointed Mr. Shashidhar Haridas as the Chief FinancialOfficer (KMP) w.e.f. 8th November 2019.
Mr. Gourish Arolkar resigned as the Company Secretary w.e.f. 18th January2020. The Company has already identified a qualified person for the appointment as theCompany Secretary and Compliance Officer of the Company.
Event occurred after financial year
The Company has appointed Mr. Hasmukh Prajapati act as a Company Secretary & KeyManagerial Personnel of the Company and the said appointment shall be effective from July02 2020 or the date of his joining the Company."
The brief resumes and other disclosures relating to the Directors who are proposed tobe appointed/ re-appointed as required to be disclosed pursuant to Regulation 36 of theSEBI Listing Regulations and Clause 1.2.5 of the Secretarial Standard 2 are given in theAnnexure A to the Notice of the 56th AGM.
Your Directors recommend the appointment/ re-appointment of the above said Directors atthe ensuing AGM.
The Company recognises and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage.
Management Discussion & Analysis
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred as the "SEBI ListingRegulations") the Management Discussion and Analysis is set out in this AnnualReport and provides a detailed analysis on the performance of individual businesses andtheir outlook.
Conservation of Energy Technology Absorption Foreign Exchange Earnings & Outgo
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theAct read with Companies (Accounts) Rules 2014 are provided as Annexure - C and forms anintegral part of this Report.
By virtue of Regulation 15(2) of the SEBI (LODR) Regulation 2015 the provision ofCorporate Governance are not applicable to the Company.
Contracts and Arrangements with Related Parties
All transactions entered into with the Related Parties as defined under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015during the financial year ended on 31.03.2020 were in the ordinary course of business andon basis of arms length pricing and do not attract the provisions of Section 188 of theCompanies Act 2013. Thus disclosure in form AOC 2 is not applicable.
All the Related Party Transactions are reviewed by the Audit Committee on quarterlybasis and they have provided an omnibus approval for all Related Party Transactions whichare within its purview.
The information on Related Party Transactions forming part of this Report is providedin Note 2.37 of Annual Financial Statement for the Financial Year ended on 31.03.2020.
Auditors and Auditors' Report Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit andAuditors) Rules 2014 the shareholders of the Company in the 53rd AGM held onSeptember 26 2017 had appointed M/s Lorence & Shankar Chartered AccountantsMargao-Goa (Firm Registration No. 112761W) as Statutory Auditors of the Company for aperiod of 5 years i.e. up to the conclusion of 58th AGM to be held in the year2022.
In accordance with the Companies (Amendment) Act 2017 enforced on May 7 2018 by MCAthe appointment of Statutory Auditors is not required to be ratified by members at everyAGM.
The observations and comments given by M/s. Lorence & Shankar CharteredAccountants Statutory Auditors in their report read together with notes to Accounts forthe year ended March 31 2020 are self-explanatory and hence do not call for any furthercomments under Section 134 of the Act.
The Statutory Auditors of the Company have not reported any fraud as specified inSection 143(12) of the Act.
The Board of Directors of the Company had appointed Mrs. Kritika Satardekar PracticingCompany Secretary to conduct secretarial audit of the Company for the financial year2019-20.
The Secretarial Audit Report for the financial year ended March 31 2020 is enclosed asAnnexure - E and forms an integral part of this Report.
The observations and comments given by the Secretarial Auditors in their report areself-explanatory and hence do not call for any further comments under Section 204(3) ofthe Act.
The Board has also re-appointed Mrs. Kritika Satardekar Practicing Company Secretaryto conduct secretarial audit of the Company for the financial year 2020-21.
The Risk Management Committee of the Board has been entrusted with the responsibilityto assist the Board in
(a) Overseeing and approving the Company's enterprise wide risk management framework;and
(b) Overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks.
Internal Financial Control and its Adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Company has in place adequate internal financial controls for ensuring the orderlyand efficient conduct of its business. During the year such controls were tested and noreportable material weakness in the design or operation was observed.
Meetings of the Board
Four (4) meetings of the Board of Directors were held during the year. For furtherdetails please refer Annexure - D to this Report.
For constitution and other details of the Audit Committee please refer Annexure - D tothis Report.
All the recommendations made by the Audit Committee were accepted by the Board.
Extracts of Annual Return
In terms of provisions of Section 92 of the Act read with the Companies (Management andAdministration) Rules 2014 the extracts of Annual Return in Form MGT- 9 is enclosed asAnnexure - B and forms an integral part of this Report. The Annual Return for FinancialYear 2019-20 is also available on the Company's website at www.southerngasindia.com.
The Company has adopted a Whistle Blower Policy establishing vigil mechanism forDirectors and Employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct. The mechanism provides foradequate safeguards against victimisation of effected Director(s) and Employee(s). Inexceptional cases Directors and Employees have direct access to the Chairman of the AuditCommittee. It is affirmed that no personnel of the Company has been denied access to theAudit Committee.
Registrar and Share Transfer Agent
The Share Transfer and related activities are being carried out by M/s BigshareServices Private Limited Registrar and Share Transfer Agent from the following address :-
All correspondence may kindly be sent to the above address only.
Particulars of Loans given Investments made Guarantees given and Securities provided
During the year under review the company did not provide any loan guarantees to bodycorporate hence provision of under section 186 Companies Act 2013 is not applicable tothe Company.
During the year under review The Company has not accepted/ renewed any PublicDeposit/Fixed Deposit during the financial year and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.
Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details a required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure - F and forms an integral part ofthis Report.
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') all unpaidor unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Central Government after the completion of seven years.
Further according to the rules the shares in respect of which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account created by the IEPF Authority. Accordingly the Companywas required to transfer the unclaimed and unpaid dividends and shares from time to timeas per the requirements of the IEPF rules details of which are provided on our website.
As on March 31 2020 no unclaimed deposits are pending for transfer to InvestorEducation and Protection Fund.
During the year under review the Company did not avail any credit rating agencyservice; hence rating of the Company is not available for the financial year.
Material Changes and Commitment affecting the financial position
During the year under review there were no material changes affecting the financialposition of the Company subsequent to the closure of the Fiscal 2020 till the date of thisreport except the impact of COVID-19.
Prevention of Sexual Harassment
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. The Company is committed to provide equalopportunities without regard to their race caste sex religion colour nationalitydisability etc. All women associates (permanent temporary contractual and trainees) aswell as any women visiting the Company's office premises or women service providers arecovered under this Policy. All employees are treated with dignity with a view to maintaina work environment free of sexual harassment whether physical verbal or psychological.
The Company has also complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Your Directors further state that during the year under review there were nocase/complaint register under pursuant to Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
The Company is in compliance with all the applicable Secretarial Standards.
Independent director's declaration :
The Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors of the Company confirming that they meet thecriteria of independence as prescribed under sub-section (6) of Section 149 of theCompanies Act 2013 and as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations 2015") in respect of their position asan "Independent Director" of The Southern Gas Limited.
Independent directors meeting
During the year under review an Independent Directors meeting was held on February 72020 in accordance with the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015.
The paid-up Equity Share Capital as at 31st March 2020 stood at Rs 2250000/- theCompany has not issued any further shares.
Listing of Shares
Your Company's equity shares are listed on BSE limited.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Act with respect to Directors'Responsibility Statement your Directors to the best of their knowledge and abilityhereby confirm that :
(i) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2020 and of theprofit and loss of the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts for financial year ended March 312020 on a 'going concern' basis;
(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. The Company does not have any Subsidiary /Associate/Joint Venture Company during theyear under review.
5. The provision under section 135 of the Companies Act 013 in respect of CorporateSocial
Responsibility is not applicable to the Company.
6. Pursuant to Regulation 15(2) of the SEBI (Listing Obligation and DisclosureRequirement)
7. Regulation 2015 in respect of Corporate Governance Report is not applicable to theCompany.
There is no change in nature of business during the year under review.
Your Directors would like to express their sincere appreciation of the positiveco-operation received from Central and State Government Authorities Stock ExchangesFinancial Institutions and Banks and Stakeholders during the year.
The Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers workers employee unions and staff ofthe Company resulting in the successful performance of the Company during the year.
The Board also takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders.