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गुजरात गैस

बीएसई: 539336  |  NSE: GUJGASLTD  |  ISIN: INE844O01030  |  Oil Drilling And Exploration

खोजें गुजरात गैस कनेक्शन Mar 17
निदेशकों की रिपोर्ट वर्षांत : Mar '18

Dear Members,

Gujarat Gas Limited

The Directors have pleasure in presenting the 6th Annual Report and the Audited Financial Statements for the Financial Year ended on 31st March 2018.

Financial Highlights (Rs. in Crores)

Particulars

Standalone Financials

Consolidated Financials

12 Months ended 31/03/2018

12 Months ended 31/03/2017

12 Months ended 31/03/2018

12 Months ended 31/03/2017

Total income

6,375.03

5,264.19

6,375.21

5,264.21

Gross profit before interest, depreciation and tax

930.74

769.62

930.92

769.63

Less: Interest

196.08

208.96

196.08

208.96

Depreciation

271.82

257.33

271.82

257.33

Profit before tax

462.84

303.33

463.02

303.34

Share of Profit from Associates

-

-

1.25

1.35

Minority Interest

-

-

-

-

Profit/(Loss) Before Tax and share of profit of associate

462.84

303.33

464.27

304.69

Tax expenses

171.48

83.83

171.83

84.10

Net Profit after tax for the period

291.36

219.50

292.44

220.59

Other Comprehensive Income (after tax)(OCI)

- Equity Instruments through OCI

(40.55)

(40.11)

(40.55)

(40.11)

- Remeasurements of post-employment benefit obligation, net of tax

0.43

(2.56)

0.43

(2.56)

Share of Other comprehensive income of associate

0.04

(0.02)

Total Comprehensive Income

251.24

176.83

252.36

177.90

RETAIN EARNINGS:

Profit carried to retained earnings

291.36

219.50

292.44

220.59

Other Comprehensive Income carried to retained earnings

0.43

(2.56)

0.47

(2.58)

Add: Undistributed profit /(loss) of earlier years

696.97

396.46

715.81

414.23

Balance available for Appropriation

988.76

613.40

1,008.72

632.24

Less: Appropriations:

Transfer to general reserve

-

-

-

-

Preference dividend

-

-

-

-

Equity dividend

(41.30)

(34.42)

(41.30)

(34.42)

Corporate dividend tax on Equity dividend

(8.41)

(7.01)

(8.41)

(7.01)

Interim Dividend

-

-

-

-

Corporate dividend tax on interim dividend

-

-

-

-

Depreciation Adjustment

-

-

-

-

Transfer to Stock Options Outstanding Account

-

-

-

-

Transfer from Debenture Redemption Reserve

-

125.00

-

125.00

Surplus / (Deficit) retained

939.05

696.97

959.02

715.81

Earnings per Share (Face value of Rs. 10 each)

(Basic & Diluted)

21.16

15.94

21.24

16.02

PERFORMANCE HIGHLIGHTS

Your Company continues to hold the leadership position as the largest CGD Company in the country catering to more than 12.5 lakh residential customers, over 13,440 commercial customers, dispensing CNG from 291 CNG stations for automotive sector and providing clean energy solutions to around 3,300 industrial units across its operational area with a spread of around 21,640 kilometers of pipeline network.

While Gujarat Gas Limited (GGL) has been resilient in sustaining the industrial volumes successfully in the ever dynamic oil & gas industry, it has continued to focus its efforts for developing and growing PNG (Domestic) and CNG business. GGL connected around 90,200 household customers and added 46 new CNG stations during year. Sales volume has grown by 7% in the residential segment and 10% in transport (CNG) segment.

The stand-alone net profit after tax (Total comprehensive income) for the current year 2017-18 increased to Rs 251.24 Crores from Rs. 176.83 Crores in the previous year. The Company had healthy net cash flows from operations of Rs. 782.92 crores during the year 2017-18.

DIVIDEND

Your Directors recommend for consideration of the shareholders at the 6th Annual General Meeting, the Dividend of Rs. 4.00 per fully paid up equity share of Rs. 10/- each on 13,76,78,025 equity shares for the Financial Year 2017-18.

CHANGE IN SHAREHOLDING OF PROMOTERS

During the year under review, the following event/action has taken place, which has major bearing on the affairs of the Company:

Gujarat State Petronet Ltd (GSPL) has acquired/purchased 3,91,06,328 Equity Shares (i.e., 28.41% of the fully Paid-Up Equity Share Capital of Gujarat Gas Limited (GGL) from Gujarat State Petroleum Corporation Limited (GSPC), by way of an inter-se promoter transfer in accordance with Regulation 10(1)(a)(iii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Subsequent to the same, GSPL now holds 54.17% of the fully paid-up Equity Share Capital of GGL and accordingly in terms of the provisions of Section 2(46) of the Companies Act, 2013, GSPL has become the holding Company of GGL.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Your Company does not have any subsidiary and joint venture. Guj Info Petro Limited is the Associate of your Company, a statement containing salient features of financial statements of Guj Info Petro Limited under first proviso to sub section (3) of section 129 in form AOC-1 is attached at Annexure-7.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

The Registered Office of your Company has been changed with effect from 15th May, 2018 at the new address at “Gujarat Gas CNG Station, Sector-5/C, Gandhinagar-382006, Gujarat”.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company represents consolidation of Financial Statements of Guj Info Petro Limited (GIPL), an associate company and Gujarat Gas Limited Employees Welfare Stock Option Trust (ESOP Trust), in accordance with IND AS. The Audited Consolidated Financial Statements are provided in the Annual Report.

DEPOSITS

During the year under review, your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. A statement giving details of all Related Party Transactions is placed before the Audit Committee for approval/ ratification on a quarterly basis, as the case may be. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is uploaded on the Company’s Website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The particulars of contracts or arrangements with Related Parties referred to in Section 188 (1) of the Companies Act, 2013, as prescribed in Form AOC - 2 of the Companies (Accounts) Rules, 2014 is enclosed herewith as Annexure -4 to this Report.

STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that during the year, the Company has been compliant with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Pursuant to provisions of Section 135 of the Companies Act, 2013, the Company has also formulated a Corporate Social Responsibility Policy which is available on the website of the Company at http://www.gujaratgas.com/corporate-governance/policies/ The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed herewith as Annexure - 2 to this Report.

BOARD OF DIRECTORS

APPOINTMENT AND RESIGNATION OF DIRECTORS

The Shareholders of the Company in its 3rd Annual General Meeting held on 28th December, 2015 had appointed Prof. Pradip Khandwalla and Shri Ajit Kapadia as the Independent Directors of the Company for the period of two years effective from 21st April, 2015.On account of expiry of their tenure as the Independent Directors of the Company, they ceased to be the Independent Directors of the Company w.e.f. 21st April, 2017. Shri Sanjeev Kumar, IAS, whose appointment had been regularized by the Shareholders in the 4th Annual General Meeting held on 29th September, 2016, ceased to be the Director of the Company w.e.f. 27th June, 2017. Shri Sujit Gulati, IAS, Additional Chief Secretary, Energy & Petrochemicals Department whose appointment had been regularized by the Shareholders in the 4th Annual General Meeting held on 29th September, 2016, ceased to be the Director of the Company w.e.f. 17th July, 2018. Your Directors wish to place on record, their appreciation for the services rendered by them as the Directors of the Company.

Shri Milind Torawane, IAS, had been appointed as the Additional Director by the Board of Directors in its Meeting held on 10th August, 2017, the appointment had been further regularized by the shareholders in its 5th Annual General Meeting held on 29th September, 2017. He will retire by rotation and it is proposed to reappoint him as the Director of the Company in the ensuing 6th Annual General Meeting.

Prof Piyush Kumar Sinha and Prof Vishal Gupta had been appointed as the Independent Directors of the Company for the tenure of 2 years by the Board of Directors vide Circular Resolution with effect from 16th August, 2017. Their appointment was subsequently approved by the Shareholders in its 5th Annual General Meeting held on 29th September, 2017.

It is also informed to the Shareholders that Shri Raj Gopal, IAS had been appointed as the Additional Director by the Board of Directors vide Circular Resolution effective from 16th August, 2018 and it is proposed to regularize his appointment in the ensuing 6th Annual General Meeting.

A brief resume of the Director to be appointed at the ensuing Annual General Meeting, nature of expertise in specific functional areas and details regarding the Companies in which the Directorships are held together with the Membership / Chairmanship of Committees of the Board is given in the Explanatory Statement forming part of the Notice of the 6th Annual General Meeting.

DIRECTORS INDEPENDENCE

Pursuant to the provisions of Section 149 (6) of the Companies Act, 2013, the Independent Directors of the Company have given confirmation/declaration to the Board that they meet with the criteria of Independence and are Independent in terms of Section 149 (6) of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the performance evaluation of individual Directors for FY 2017-18 was carried out as per the terms and conditions of their appointment based on the various parameters.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled to enable the Directors to plan their schedule and to ensure meaningful participation in the Meetings. However, in case of a special and urgent business need, the approval is taken by passing resolutions through circulation to the Directors, as permitted by law, which are noted in the subsequent Board/Committee Meetings.

During the period beginning from 1st April, 2017 up to 20th August, 2018, Eight (8) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDITORS (STATUTORY & CAG AUDIT)

As your Company is a Government Company, the Statutory Auditors are appointed by the Comptroller & Auditor General of India (CAG). Accordingly, the CAG had appointed M/s. S R Goyal & Co., Chartered Accountants as the Statutory Auditors of the Company for the Financial Year 2017-18. The CAG has carried out supplementary audit of your Company pursuant to provisions of Section 143 (6) of the Companies Act, 2013. The CAG has issued the Nil Comments Certificate on the Financial Statements of the Company for FY 2017-18.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Manoj Hurkat & Associates, Practising Company Secretaries to conduct the Secretarial Audit of the Company for the Financial Year 2017-18. The Report of Secretarial Auditor on Company’s Secretarial Audit for the Financial Year 2017-18 is enclosed herewith as Annexure - 3 to this Report. The Secretarial Audit Report is self explanatory in nature.

COST AUDITOR

Your Company is required to carry out Cost Audit pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014. Accordingly, the Cost Auditor M/s Kailash Sankhlecha & Associates, Cost Accountants, has carried out the Cost Audit for the Financial Year 2017-18. The Cost Audit Report for FY 2017-18 has been submitted to the Central Government in the prescribed format within stipulated time period.

Further, the Board of Directors has on the recommendation of the Audit Committee, appointed M/s Kailash Sankhlecha & Associates, Cost Accountants, as the cost auditor to audit the Cost Accounts of the Company for financial year 2018-19 on remuneration of Rs. 1,50,000/- (Rupees One Lakh Fifty Thousand Only) plus GST and out of pocket expenses.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in General Meeting for their ratification. Accordingly, the necessary resolution seeking Member’s ratification for the remuneration payable to the Cost Auditors for FY 2018-19 is included in the Notice convening the 6th Annual General Meeting.

ANNUALACCOUNTS

The Audit Committee at its Meeting held on 11th May, 2018, approved the Financial Statements for the Financial Year ended on 31st March, 2018 and recommended the same for approval of the Board which had been subsequently approved by the Board of Directors at its meeting held on 11th May, 2018.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Risk Management

The Company has a well-defined Risk Management Framework for reviewing the major Risks and has adopted a Business Risk Management Policy. Further, pursuant to the requirement of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has voluntarily constituted a Risk Management Committee inter-alia to monitor the Risk Management Plan of the Company.

Internal Control System

The Company has a proper and adequate system of Internal Controls commensurate with its size of operations and nature of business. These are routinely tested and certified by Auditors. Significant audit observations of audit team and follow up actions thereon are reported to the Audit Committee. The details about the identification of elements of Risk and Internal Control Systems are provided in detail in the Management Discussion & Analysis Report forming part of this Board’s Report.

Internal Financial Controls

The Company has in place adequate internal financial controls, with reference to financial statement. The internal financial controls have been documented in the business processes. Such controls have been assessed during the year under review and were operating effectively.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a Whistle Blower Policy/Vigil Mechanism for Directors, Stakeholders and Employees to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Boards’ Report.

HEALTH, SAFETY AND ENVIRONMENT (HSE)

Health, Safety and Environment (HSE) is a core value in Gujarat Gas Limited (GGL), a GSPC Group Company. GGL believes that all injuries are preventable. We recognize that HSE is everyone’s responsibility and each of us has a duty to intervene and prevent unsafe actions and to reinforce safe behaviours.

GGL has established its Quality, Occupational Health, Safety & Environment (QHSE) management system with reference to international standards ISO 9001:2015, ISO 14001:2015 & OHSAS 18001:2007 and has been certified by a third party certification body after rigorous audit. The certificates demonstrate our commitment to quality, health, safety and environment management and customer satisfaction which is the key to sustainable business performance. GGL ensures that all management decisions reflect its Quality, Health Safety & Environment (QHSE) intentions and QHSE management systems reflect best industry practices and are properly resourced. GGL aims to be an industry leader in City Gas Distribution business through its QHSE performance.

GGL recognizes that the protection of the health and safety of all those involved in its operation and public at large and protection of the environment is an integral part of the company’s business performance and the prime responsibility of management at every level. GGL assets have been designed, constructed, commissioned and are operated and maintained, such that the risks to personnel are reduced to as low as reasonably practicable (ALARP). GGL operations are driven by the goal of zero injuries, with the aim to ensure that every employee working for and on behalf of the company returns home safely at the end of each working day.

We conduct our business in a safe and responsible manner and ensure compliance with the legal and regulatory requirements. We check the compliance by conducting various internal and external audits. The safe delivery of our projects and safe operations of our assets is a critical success factor for our business. We set HSE targets and closely monitor it to achieve continual improvement in our performance.

We recognize that leadership commitment is fundamental for continual improvement in HSE performance. GGL management team members review HSE performance on regular basis in monthly/quarterly review meetings. The team regularly carries out HSE tour at different worksites to engage and involve site staff in HSE processes, to reinforce best HSE practices and to understand their HSE related concerns. In FY 2017-18, compliance to ‘HSE tour plan’ was more than 90%.

GGL is committed to protect safety, health and well-being of people working for the organisation. Lost Time Injury Frequency (LTIF) is the industry standard key indicator which is used to measure GGL’s occupational safety performance. For the FY 2017-18, GGL has achieved Lost Time Injury Free Man-hours - 20.93 Million Man-hours against Total of 21.75 Million Man-hours. Lost Time Injury Frequency is 0.0459 for the FY 2017-18.

GGL is committed for protection of the Environment. One of our focus area is to reduce Natural Gas (NG) emission. GGL has achieved the target of more than 3 percent reduction in NG emission for FY 2017-18 as compared to FY 2016-17.

GGL has a well-developed and certified Emergency Response and Disaster Management Plan for each Geographical Areas. GGL conducts mock-drills at defined intervals to check adequacy of emergency preparedness across all locations. In FY 2017-18, GGL carried out 70 Onsite mock-drills and 04 Off-site mock drills.

GGL has defined Lifesavers rules for all the critical activities and monitor lifesaver compliance. In FY 2017-18, GGL has achieved 90.5% compliance to GGL lifesavers.

To improve HSE performance, various HSE initiatives and programs are implemented as part of HSE improvement plan. In FY 2017-18, GGL has achieved 91% compliance to HSE improvement plan.

GGL always ensures that safety training programs are conducted regularly for employees and contractor staff which includes basic safety, practical fire fighting, first aid, defensive driving and other technical competency trainings.

GGL encourages participation and involvement of its employees and contractor staff in HSE related activities through HSE committee meetings, Hazard Near miss reporting, online monthly quiz, risk assessment and numerous safety awareness programs. GGL organises various Natural Gas safety awareness programs for its customers and general public at large to make them aware for safe use of PNG and CNG.

GGL cares about the health of all its employees and its family members. GGL has completed annual medical check-up for all of its employees in FY 2017-18.

GGL, being a prudent organization, is actively participating in various events & celebrations like National Safety Week, Road Safety Week and World Environment Day to make the society a cleaner, greener and safer place.

HUMAN RELATIONS AND PARTICULARS OF EMPLOYEES

Your Company employed 1096 employees as on 31st March 2018. Your Company has a focus on building capabilities and developing competencies of its employees. The Company believes that training and development is of vital importance to create a climate where people maximize their technical skills and inner potential which can help the Company in capitalizing the emerging business opportunities through their involvement. During the year, employees were sent for various training programs and seminars to enhance their skills/knowledge. Your Company has in place an attractive policy of performance linked incentive to encourage and reward employee performance.

There was no strike or lock-out during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed that appropriate standard of conduct should be maintained by the employees in their conduct and that there should be a safe, non-discriminatory and harassment-free (including free of sexual harassment) work environment for every individual working in the Company. The Company has in place, the Policy on Prevention of Sexual Harassment at workplace, as a part of its Human Resource Policy. It aims at prevention of harassment of employees and lays down the guidelines for reporting and prevention of sexual harassment. During the year ended 31st March, 2018, no complaint has been received pertaining to sexual harassment.

COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards during the year under review.

DIVIDEND DISTRIBUTION POLICY

The dividend payout is in accordance with the Company’s Dividend Distribution Policy.

CORPORATE GOVERNANCE

The Company believes that good governance can deliver continuous good business performance. The particulars on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated as a part of this Board’s Report at Annexure - 1.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is enclosed herewith as Annexure - 5.

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

The details about conservation of energy, technology absorption, foreign exchange earnings and outgo is attached at Annexure - 6.

The Company has incurred expenditure in Foreign Exchange to the extent of Rs.0.60 Crores during FY 2017-18 (Previous year FY 2016-17 was Rs.0.07 Crores) and the Foreign Exchange Earnings during FY 2017-18 was ‘ NIL (Previous year FY 2016-17 was ‘ Nil).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts during the year, which would impact the going concern status of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. that in the preparation of the annual accounts, financial statements for the year ended 31st March 2018, the applicable accounting standards have been followed and no material departures have been made from the same;

b. that accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation to employees of the Company at all levels for their hard work, dedication and commitment. The Directors are extremely grateful for all the support given by the Government of Gujarat at all levels. The Directors place on record their sincere thanks to the Promoters, Shareholders, Suppliers, Lenders and Customers for their valuable support, trust and confidence reposed in the Company.

For and on behalf of the Board of Directors

Dr. J. N. Singh, IAS

Chairman

Date: 20th August, 2018

Place: Gandhinagar

स्रोत: रेलीगरे टेचनोवा

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