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Directors Report of Gujarat Gas Ltd.

Mar 31, 2015

Dear Members,

Gujarat Gas Limited (Formerly known as GSPC Distribution Networks Limited) Your Directors have pleasure in presenting the 3rd Annual Report and the Audited Accounts for the Financial Year ended on 31st March 2015.

The name of your Company was changed from GSPC Distribution Networks Limited (GDNL) to Gujarat Gas Limited (GGL) vide the fresh certificate of incorporation granted by Registrar of Companies, Ahmedabad dated 15th May, 2015.

FINANCIAL RESULTS

Rs. in Crore

Stand-alone Financials

12 Months ended 12 Months ended 31-03-2015 31-03-2014

Total income 9,113.40 7,907.50

Gross profit before interest, depreciation and tax 1,212.30 675.14

Less: Interest 333.18 300.30

Depreciation 237.68 282.64

Profit before tax 641.44 92.20

Tax expenses 197.86 63.77

Net Profit 443.58 28.43

Minority Interest 0.00 0.00

Profit attributable to Group 443.58 28.43

Add: Undistributed profit /(loss) of earlier years (26.06) (3.87)

Balance available for Appropriation 417.52 24.56

Less: Appropriations:

Transfer to general reserve 0.00 0.00

Preference dividend 0.00 0.00

Proposed Equity dividend 68.84 0.00

Corporate dividend tax on proposed dividend 14.01 19.55

Interim Dividend 0.00 29.94

Corporate dividend tax on interim dividend 0.00 0.07

Depreciation Adjustment 529 0.00

Transfer to Stock Options Outstanding Account 0.00 1.05

Transfer to Debenture Redemption Reserve 125.00 0.00

Surplus / (Deficit) retained 204.33 (26.06)

Earnings per Share (Rs.) 10 each 32.22 2.07

PERFORMANCE HIGHLIGHTS

The Company is serving over 10 lakh residential customers, dispensing CNG through a network of 234 CNG stations and providing clean energy solutions to over 2750 industrial units in Gujarat with a pipeline network of over 15,000 kilometres. The Company through its aggressive expansion plans is committed to reach out to every possible natural gas user in its expanded geographical area, which now comprises of close to 19 districts. Recently, your Company has won the bids for developing gas distribution network in Thane GA and Dadara and Nagar Haveli and also commissioned Jamnagar and Bhavnagar GA

The net profit after tax for the year increased to Rs. 443.58 crores from Rs. 28.43 crores in the previous year. The Company had healthy net cashflows from operations of Rs. 1179.81 crores during the year. Investments were made in extension of pipeline network to reach new areas and in reinforcements and up gradation of existing network as required. Investments were also made to connect residential customers and augmenting the CNG infrastructure. Investments were also made to upgrade the IT infrastructure of your Company to enhance reliability and enable scalability. Appropriate provisions have been made in the accounts wherever necessary for contingencies, bad debts and diminution in value of investments. No amount has been transferred to the General Reserve during the year.

As on 31st March 2015, the Company had long term borrowings of Rs. 1490.78 crores and current maturities of long term debt were Rs. 1734.94 crores..

DIVIDEND

Based on the assessment of the fund requirements of the Company for the smooth sustenance of its operations and for its future capital expenditure programme, your Directors recommend for consideration of the shareholders at the 3rd Annual General Meeting, the payment of Dividend of Rs. 5.00 per fully paid up equity share of Rs. 10/- each on 137678025 equity shares for the Financial Year 2014-15.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report pertain to the Scheme of Amalgamation as follow:

- COMPOSITE SCHEME OF AMALAGAMATION

The Board of Directors at its meeting dated 24th February 2014, granted its "in-principle" approval to the consolidation by way of amalgamation to Gujarat Gas Limited ["the Company" (Formerly known as GSPC Distribtion Networks Limited)] of erstwhile GSPC Gas Company Limited ("GSPC Gas"), erstwhile Gujarat Gas Company Limited ("GGCL"), erstwhile Gujarat Gas Financial Services Limited ("GFSL") and erstwhile Gujarat Gas Trading Company Limited ("GTCL") through a High Court approved Composite Scheme of Amalgamation and Arrangement (Scheme). The Board at its meeting held on 21 st April 2014 approved the Scheme of Amalgamation and Arrangement. In consideration of the amalgamation, the Company has issued and alloted the shares, as per the following swap ratio:

a. 1 (one) equity share of Rs. 10/- each, credited as fully-paid up of GGL, for every 1 (one) equity share of Rs. 2/- each held by equity shareholders of the GGCL;

b. 1 (one) equity share of Rs.10/- each, credited as fully-paid up of GGL, for every 1 (one) equity share of Rs. 10/- each held by equity shareholders of GFSL;

c. 81 (eighty one) equity shares of Rs.10/- each, credited as fully-paid up of GGL, for every 76 (seventy six) equity shares of Rs.10/- each held by equity shareholders of GSPC Gas;

Your Company had initiated the process of Amalgamation as per the relevant provisions of Companies Act 19 56/ or Companies Act 2013, the SEBI requirements including the provisions under the listing agreements with the stock exchanges.

As mentioned above, the Honorable High Court of Gujarat at Ahmedabad had sanctioned the Scheme vide common oral order dated 30th March 2015 (certified copy received by the Company on 18th April 2015). A copy of the authenticated/certified Order had been filed with the office of the Registrar of Companies Ahmedabad on 14th May 2015. Accordingly, the Effective Date for the Scheme is 14th May 2015 with an appointed date of 1st April, 2013. Subsequently, the company's name has been changed from GSPC Distribution Networks Limited to Gujarat Gas Limited (GGL) with effect from 15th May 2015. As per the Scheme, the CGD Business of erstwhile GSPC Gas, erstwhile GGCL, erstwhile GFSL and erstwhile GTCL was transferred and vested in Gujarat Gas Limited.

The erstwhile GGCL was listed on BSE, NSE, ASE and VSE and hence as per the requirement of SEBI Circular No. CIR/CFD/DIL/ 5/2013 dated 4th February 2013, GGCL obtained the Observation from the NSE, BSE, ASE and VSE vide their letters dated 5 November 2014, 7 November 2014, 10 November 2014 and 11 November 2014, respectively. Further, the Scheme was approved by an overwhelming majority of its Shareholders and Creditors at their meetings held on 5th January 2015 & 6th January, 2015 respectively As per the Scheme, all assets, debts, liabilities, duties and obligations of every kind pertaining to CGD of the Transferor Companies have vested in Gujarat Gas Limited, being the Transferee Company with an appointed date of 1st April, 2013. The following have been effected as per the Scheme:

1. ALTERATION TO MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

A Transfer of the Consolidated Authorized Share Capital of Transferor Companies

As per the Scheme of Amalgamation and Arrangement, the authorized share capital of the Transferor Companies aggregating to 235,100,000 shares of Rs 10 each stood transferred to and combined with the authorized share capital of the Company and was re-classified without any further act or deed. Hence, Clause V of the Memorandum of Association of the Company and clause 4 of Article of Association of the Company relating to authorized share capital of the Company stands replaced with the following clause:

i. Clause V of Memorandum of Association

The Authorized Share capital of the company is Rs. 17,571,000,000/- (Rupees seventeen thousand five hundred and seventy one million only) divided into 1,735,100,000 (Seventeen hundred thirty five million and one lac only) Equity shares of Rs. 10/- each, 17,000,000 (Seventeen million only) 7.5% Redeemable Preference shares of Rs. 10/- each and 5,000,000 (Five million only) Preference shares of Rs. 10/- each.

ii. Clause 4 of Articles of Association

The Authorized Share capital of the company is Rs. 17,571,000,000/- (Rupees seventeen thousand five hundred and seventy one million only) divided into 1,735,100,000 (Seventeen hundred thirty five million and one lac only) Equity shares of Rs. 10/- each, 17,000,000 (Seventeen million only) 7.5% Redeemable Preference shares of Rs. 10/- each and 5,000,000 (Five million only) Preference shares of Rs. 10/- each.

B. Amendment to Object Clause of the Company

Upon the Scheme becoming effective, the following clauses stand inserted in the Main Objects clause after clause 5 of the Memorandum of Association:

6. To carry on business of dealing with all aspects of negotiations, procurement, imports, storage, handling processing, distribution and transportation of Natural Gas, Liquefied Natural Gas ("LNG"), Coal Bed Methane ("CBM"), Naphtha, Fuel Oils, Crude Oil & other Petroleum Products, coal and any other fuels and utilization thereof.

7. To administer fuel supply and purchase contracts on behalf of State Government and promoter Companies.

8. To develop expertise, provide consultation and render advisory services for various technical, legal and commercial aspects of Fuel Supply Management business and facilitating implementation of Natural Gas, LNG, CBM, Naphtha, Fuel Oils, Crude Oil & Petroleum Products, Coal and any other fuel projects.

9. To act as an advisory body to the Government / any other agency appointed by State Government for all aspects related to Policy and regulation of Natural Gas, LNG, CBM, Naphtha, Fuel Oils, Crude Oil & Petroleum Products, Coal and any other fuels import / utilization.

10.To promote and make strategic investment in infrastructure projects and facilities meant for augmenting fuel supply.

C Alteration to the Name Clause

Upon the Scheme becoming effective, the name of GSPC Distribution Networks Limited was changed to Gujarat Gas Limited vide the fresh certificate of incorporation dated 15th May 2015 granted by Registrar of Companies, Ahmadabad to the Company, pursuant to change of name as per the Scheme of Amalgamation and Arrangement.

2. ISSUE OF EQUITY SHARES AND REORGANIZATION OF SHARE CAPITAL

As per the Scheme, with effect from 14th May 2015 (the Effective Date), the Company has reduced its Equity Share Capital from Rs. 9,000,500,000 to Rs. 131,578,950 after cancellation of investment of Rs 4,000,500,000 divided into 400,050,000 shares of Rs. 10 each held by erstwhile GSPC Gas Company Limited (one of the transferor company) and has reduced its remaining fully paid up equity share capital from Rs. 5,000,000,000 divided into 500,000,000 shares of Rs. 10 each to Rs. 131,578,950 divided into 13,157,895 shares of Rs. 10 each.

Further, the Committee of the Board of Directors at its meeting held on 2nd June 2015 allotted 124,520,130 fully paid up Equity Shares of Rs. 10/- each aggregating to Rs. 1,245,201,300, to shareholders holding shares of erstwhile Transferor Companies as on Record Date being 28 May 2015, pursuant to the said Scheme. Equity shares of Rs. 10 each allotted on 2nd June, 2015, were credited by the Depositories into the shareholders account on 25th June, 2015 and the physical share certificates were dispatched on 26th June, 2015 by Karvy Computershare Pvt. Ltd., the Registrar and Transfer (RTA) Agent of the Company.

3. ACCOUNTING TREATMENT

Upon the Scheme becoming effective, the Company has accounted for the Amalgamation in its books of accounts with effect from the Appointed Date as per the "Purchase Method" as described in Accounting Standard - 14 "Accounting for Amalgamations" issued by the Institute of Chartered Accountants of India, such that:

A. The assets liabilities and debts of the Transferor Companies are transferred to and vested in the Company, pursuant to the Scheme and recorded at their respective fair values, as determined by the Board, as on the Appointed Date.

B. With effect from the Appointed Date and upon the Scheme becoming effective, the investment of erstwhile GSPC Gas in the Company, the investment of the Company in erstwhile GGCL and the investment of erstwhile GGCL into erstwhile GFSL and erstwhile GTCL stands cancelled.

C Inter-company transactions and balances including loans, advances, amount receivable or payable inter-se between the Transferor Companies and the Company as appearing in their books of accounts, if any, stand cancelled.

D. The Company has credited to the Share Capital Account in its books of account, the aggregate face value of equity shares issued to the shareholders of Transferor Companies pursuant to the Scheme of Amalgamation.

E. The difference in the value of net assets of Transferor Companies vested in the Company and issue of shares as above, after adjustment of the cancellation of investment of erstwhile GSPC Gas into the Company, investment of the Company into erstwhile GGCL and investment of erstwhile GGCL into erstwhile GFSL and erstwhile GTCL, reduction of share capital of the Company and adjustment of differential amount arising, has been credited by the Company to "Reserves" or debited to "Goodwill Account", as the case may be.

F. In case of any difference in accounting policy between the Transferee Company and the Transferor Companies or between Transferor Companies, the impact of the same till the Appointed Date would be adjusted in accordance with Accounting Standard - 5 "Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies" to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policy.

Consequent to order dated 6th July 2015 of the Honourable High Court of Gujarat sanctioning permission of re-opening and revision of books of accounts for the year 2013-14, the audited financial statements of transferee company i.e. Gujarat Gas Limited (formerly known as GSPC Distribution Networks Limited-GDNL) for year 2013-14 has been re- opened and revised by the Company to give effect of the said amalgamation and arrangement in books of accounts for the year 2013-14. The business of the transferor companies have been transferred to the Company on a going concern basis. As per the Scheme, the appointed date, for the transfer of assets and liabilities at their respective fair value as determined by the Board is 1 st April 2013. Accordingly, operations of all the Transferors Companies from 1 st April 2013, have been accounted for in the financial statements for financial year 2013-14.

4. DISSOLUTION OF THE TRANSFEROR COMPANIES

As per the Scheme of Amalgamation, with effect from 14th May 2015, the Transferor Companies, i.e. erstwhile GSPC Gas Company Limited ("GSPC Gas"), erstwhile Gujarat Gas Company Limited ("GGCL"), erstwhile Gujarat Gas Financial Services Limited ("GFSL") and erstwhile Gujarat Gas Trading Company Limited ("GTCL") stand dissolved without winding up pursuant to the provisions of Section 394 of the Act.

LISTING OF SHARES

Your Company's equity shares have been listed and traded on BSE Limited (BSE), National Stock Exchange of India Limited (NSE), Ahmedabad Stock Exchange Limited (ASE) and Vadodara Stock Exchange (VSE) with effect from 15th September, 2015. The ISIN of Equity Shares is INE844O01022.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Pursuant to the Scheme, your Company does not have any subsidiary and joint venture and Guj Info Petro Limited is the Associate of your Company, However there was no requirement to prepare the consolidated financial statements for the year 2014-2015 for companies having only Associates.

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 REFERRED TO IN SECTION 188 (1) OF THE COMPANIES ACT, 2013

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-à-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 -5 to this Report.

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/resources/downloads/csr-policy.pdf 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 AND KEY MANAGERIAL PERSONNEL

Appointment and Resignation of Directors

Shri Tapan Ray, IAS ceased to be Director with effect from 30/09/2014. Shri Manish Verma ceased to be Director with effect from 18/03/2015. Shri Ravindra Agrawal, Shri PPG Sarma and Shri N Bose Babu ceased to be Director with effect from 21/04/2015. Shri DJ. Pandian, IAS, Chief Secretary Government of Gujarat was appointed as Additional Director and Chairman on the Board of the Company with effect from 21/04/2015. Shri DJ. Pandian, IAS upon his superannuation ceased to be Director of the Company with effect from 30/05/2015. Shri M.K. Das, IAS Joint Managing Director, Gujarat State Petroleum Corporation Limited was appointed as Additional Director on the Board of Company with effect from 21 /04/2015. He ceased to be the Director of the Company with effect from 27/04/2015. Your Directors wish to place on record, their appreciation for the services rendered by them as the Directors of the Company.

Shri G.R. Aloria, IAS, Chief Secretary, Government of Gujarat has been appointed as an Additional Director and Chairman on the Board of Directors of the Company with effect from 13/08/2015. Further in terms of Section 152 (6) of the Companies Act, 2013 and provisions of the Articles of Association of the Company he is not liable to retire by rotation. The appointment of Shri G. R. Aloria, IAS, was on account of resignation tendered by Shri DJ. Pandian, IAS, as the Director and Chairman, upon his superannuation as the Chief Secretary to Government of Gujarat. It is proposed to regularise the appointment of Shri G.R. Aloria, IAS, in the 3rd Annual General Meeting.

Shri Atanu Chakraborty, IAS has been appointed as Additional Director of the Company on 16/04/2015 and in terms of Section 152 (6) of the Companies Act, 2013 and provisions of the Articles of Association of the Company he is not liable to retire by rotation. Shri L Chuaungo, IAS, Shri Sanjeev Kumar, IAS, Shri Mukesh Kumar, IAS, have been appointed as Additional Directors with effect from 21 /04/2015 to hold office till the ensuing Annual General Meeting. It is proposed to regularise their appointments in the 3rd Annual General Meeting.

Shri Jal Patel, Prof Pradip Khandwalla, Shri Ajit Kapadia, Smt. Manjula Shroff and Shri K.D. Chatterjee being qualified and eligible for appointment as Independent Directors in the Company in accordance with provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors Rules), 2014, were appointed by the Board of Directors with effect from 21st April 2015 and their appointments are proposed for approval of shareholders at the 3rd Annual General Meeting as Independent Directors for a term of 2 consecutive years w.e.f. 21st April 2015.

A brief resume of the Directors to be appointed at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and details regarding the companies in which they hold directorship, membership/chairmanship of committees of the Board are given in the Explanatory Statement forming part of Notice of the 3rd Annual General Meeting.

Appointment and Resignation of Key Managerial Personnel

Shri Rohan Sampat who was appointed as Company Secretary of the Company with effect from 2nd December, 2013, ceased to be the Company Secretary with effect from 25th May, 2015. Smt Rajeshwari Sharma was appointed as Company Secretary with effect from 25th May, 2015. Shri Rahul Devi, who was appointed as Chief Financial Officer with effect from 25th May, 2015, ceased to be the CFO with effect from 10th September, 2015. Shri Nitesh Bhandari was appointed as Chief Financial Officer with effect from 14th September, 2015.

Directors Independence

Pursuant to the provisions of Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 and Clause 49 of the Listing Agreement.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the performance evaluation of individual Directors for FY 2014-15 was carried out as per the terms and conditions of their appointment based on the various parameters.

Nomination and Remuneration Policy

The Company's Nomination and Remuneration Policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the relevant provisions of the Companies Act, 2013 and Listing Agreement is enclosed herewith as Annexure - 3 to this Report.

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 confirmed in the subsequent Board/Committee Meetings.

During the year, four (4) 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 & C&AG Audit

As your Company is a Government Company, the Statutory Auditors are appointed by the Comptroller & Auditor General of India (C&AG). Accordingly, the C&AG has appointed Manu bhai & Shah, Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2014 - 15. The C&AG has issued NIL comment report on accounts of the Company for the Financial Year 2014 - 15.

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 Dhawal Chavda & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the Financial Year 2014 - 2015. The Report of Secretarial Auditor on Company's Secretarial Audit for the Financial Year 2014 - 15 is enclosed herewith as Annexure - 4 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 N. D. Birla & Co, Cost Accountants, Ahmadabad have carried out Cost Audit for the Financial Year 2014-15. The Cost Audit Report 2014 - 2015 will be 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 Dalwadi & Associates, Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2015-2016 on a remuneration of 2 lacs plus service taxe plus out of pocket expenses, if any, incurred by them during the course of Audit.

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 resolutions seeking Member's ratification for the remuneration payable to the Cost Auditors for FY 2014-15 and FY 2015 - 2016 is included in the Notice convening the 3rd Annual General Meeting.

AUDIT COMMITTEE

Audit Committee of Directors of the Company at its Meeting held on 13th August, 2015 approved the revised Annual Accounts for the Financial Year ended on 31st March, 2014 and the Annual Accounts for the Financial Year ended on 31st March, 2015 and recommended the same for approval of the Board.

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 Clause 49 of the Listing Agreement, the Company has 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 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 Directors 'Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company for FY 2014-15 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, this Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

ERSTWHILE GUJARAT GAS COMPANY LIMITED EMPLOYEE STOCK OPTION PLAN 2008 ("THE ESOP 2008")

The erstwhile Gujarat Gas Company Limited had implemented the Employee Stock Option Plan 2008 ("the ESOP"). It had formed the Gujarat Gas Company Limited Employee Welfare Stock Option Trust ("the Trust") in November 2008, for the administration of the ESOP. IDBI Trusteeship Services Limited (ITSL), having its registered office at Asian building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai was appointed as an External Trustee of the Trust w.e.f. 28 April 2011, for providing the trusteeship services to the Trust for an agreed remuneration.

Pursuant to the Amalgamation, the carry forward of the ESOP will be effected. Manubhai & Shah, Chartered Accountants, the auditors of erstwhile Gujarat Gas Company Limited, Manubhai & Shah, Chartered Accountants, have certified to the effect that the ESOP has been implemented in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the resolutions passed by the members in this regard.

HEALTH, SAFETY, SECURITY AND ENVIRONMENT (HSSE)

Duty of care for Health, Safety, Security and the Environment (HSSE) is a core value of the Company. The management of the Company aims to protect the health, safety and security of its people, to minimize the environmental impact associated with its business and to assure the integrity and safe operation of its assets.

The Company believes that outstanding business performance requires outstanding HSSE performance. The safe delivery of projects and operation of its facilities is a critical success factor for the Company's business. Our HSSE goal is to deliver the company business with zero injuries to our people and to minimize the environmental impact of our activities. We seek to continuously improve our HSSE performance.

The Company believes that every individual has a duty to both themselves and those around them to ensure that safe practice is adhered to at all times. We expect all our personnel to recognize their personal responsibility for supporting outstanding HSSE performance and to accept a duty to intervene when necessary to promote and reinforce compliance with the Company Policy.

The Company continues to support the "Swachh Bharat Abhiyaan" with effective involvement and continuous efforts from all employees and contract employees across all locations.

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, in discriminatory and harassment-free (including sexual harassment) work environment for every individual working in the Company. The Company has in place a 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, 2015, no complaint has been received pertaining to sexual harassment.

CORPORATE GOVERNANCE

The Company believes that good governance can deliver continuous good business performance. The Company was listed w.e.f. 15th September 2015 and the particulars on Corporate Governance as required under Clause 49 of the Listing Agreement is incorporated as a part of this Board's Report (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 - 6.

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

Prior to Amalgamation, during FY 2014-15, the information required to be disclosed pursuant to provisions of the Companies Act, 2013 read with rules thereto with respect to Conservation of Energy and Technology Absorption are not applicable. The Company has incurred expenditure in Foreign Exchange to the extent of Rs. 0.47 Crores during FY 2014-15 and the Foreign Exchange Earnings during FY 2014-15 were nil.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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 financial statements for the year ended 31 st March, 2015, 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, 2015 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 and Lenders for their valuable support, trust and confidence reposed in the Company.

For and on behalf of the Board of Directors

Date: 5th November, 2015 G.R Aloria, IAS

Place: Gandhinagar Chairman

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