Directors Report of Southern Gas Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to submit the 50th Annual Report together with the Audited Statement of Accounts for the year-ended 31st March 2014

FINANCIAL RESULTS (Rs. in lakhs)

For the year ended 31st March 2014 2013

Profit before Depreciation & Taxation 276.68 272.76

Less Depreciation 185.97 187.68

Profit before Taxation 90.71 85.08

Less: Provision for Taxation Current Tax 54.36 36.16

Deferred Tax (21.78) (22.16)

Wealth Tax 0.08 0.14

Net Profit for the year 58.04 70.94

Add: Balance brought forward from previous year 1022.97 979.92

Amount available for appropriation 1081.01 1050.86

Appropriations

a) Transfer to General Reserves 20.00 20.00

b) Proposed Dividend 6.75 6.75

c) Corporate Dividend Tax 1.15 1.15

Balance carried forward to next year 1053.11 1022.96

OPERATIONS

Your Company achieved a turnover of Rs. 2352 lakhs as against Rs. 2328 lakhs (net of excise duty) for the previous year representing an increase of about 1.03%. The Company has recorded a net profit of 58.C4 lakhs for the year. It is proposed to transfer a sum of Rs 20.00 lakhs to the general reserves out of the current year’s profits.

Your Company continues the process of rationalization of its operations. With this continuous process the Directors are hopeful that your Company will grow in strength and withstand any adversities of cost, inputs, competition etc. in the years to come.

The Directors, with the active involvement of and support from your Managing Director Shri Gautam V Pai Cacode, continue to be on the constant lookout for new opportunities on the business front. This coupled with constant review of all existing depots and units, help in your Company increasing its sales every year.

DIVIDEND

The Directors recommend a Dividend at the rate of Rs. 30/- per share to those shareholders whose names appear on the Register of Members as on 25th September, 2014.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO

Your Company continued to take steps to optimize energy consumption as in previous years. During the year there was no technology absorption. There was no foreign exchange earnings. Foreign exchange outgo during the year is Rs. 11,697,369/-.

Save and except as otherwise specifically stated, there has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.

The Company has taken adequate steps to develop and implement a risk management policy including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company.

The Company has finalised the process of developing and implementing the corporate social responsibility initiatives during the year.

The Company has finalised the process of annual evaluation to be made by the Board of its own performance and that of its committees and individual directors.

DIRECTORS RESPONSIBILITY STATEMENT

As per the requirement of Section 134 of the Companies Act, 2013, (corresponding to Section 217 (2AA) of the Companies Act, 1956) with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

* In the preparation of the Annual Accounts, the applicable Accounting Standards Faye been followed along with proper explanation relating to material departures, if any.

* The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31.3.2014 and of the profits of the Company for that period.

* The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* The Directors have prepared the Annual Accounts on a going concern basis.

* The Directors have laid down internal financial controls to be followed and that such internal controls are adequate and are operating effectively.

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

BY ORDER OF THE BOARD OF DIRECTORS THE SOUTHERN GAS LIMITED

GAUTAM V. PAI CACODE Chairman and Managing Director

Dated: 29th May, 2014.

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Mar 31, 2012

The Directors are pleased to submit the 48th Annual Report together with the Audited Statement of Accounts for the year-ended 31st March 2012

FINANCIAL RESULTS (Rs. in Lakhs)

For the year ended 31st March 2012 2011

Profit before Depreciation & Taxation 309.88 338.28

Less Depreciation 197.36 189.01

Profit before Taxation 112.52 149.27

Less: Provision for Taxation - Current Tax 64.85 29.75

- Deferred Tax (31.70) 38.28

- Wealth Tax 0.13 0.09

Add/Less: Income Tax for prior years - -

Net Profit for the year before extraordinary items 79.24 81.15

Add : Profit on Sale of Investment (Extraordinary Item) - -

Net Profit for. the year 79.24 81.15 Add: Balance brought forward from previous year 928.53 875.25

Amount available for appropriation 1007.7 956.40

Appropriations

a) Transfer to General Reserves 20.00 20.00

b) Proposed Dividend 6.75 6.75

c) Corporate Dividend Tax 1.10 1.12

Balance carried forward to next year 979.92 928.53

OPERATIONS

Your Company achieved a turnover of Rs.2094 lakhs as against Rs.1917 lakhs (net of excise duty) for the previous year representing ail increase of about 9.23%. The Company has recorded a net profit of Rs.79.24 lakhs for the year. It is proposed to transfer a sum of Rs.20.00 lakhs to the general reserves out

The process of rationalization of operations to improve the profitability is still continuing. The same has already started yielding positive results and your Directors are hopeful that this will result in much better

Your Directors have also decided to consolidate and further expand the market share of your Company. Further performance of all existing depots and units are reviewed from time to time and efforts are on to increase their sales and profitability. Based on market survey conducted with active involvement of and support from Wholetime Director Shri Gautam Pai Cacode, your Directors have decided to go in for

However, there have been high cost of inputs, supply of liquid medical gas to all hospitals by multinational companies reduced selling prices and stiff competition from other small scale gas

Your Directors recommend a Dividend at the rate of Rs.30/- per share to those shareholders whose names appear on the Register of Members as on 27th September, 2012.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN

Your Company continued to take steps to optimize energy consumption as in previous years. During the year there was no technology absorption. There was also no foreign exchange earning or foreign

DIRECTORS RESPONSIBILITY STATEMENT

As per the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed

- The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for

- The Directors have prepared the Annual Accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB SECTION (1) OF SECTION 383A OF THE COMPANIES ACT, 1956

Your Directors are pleased to annex a copy of the compliance certificate submitted by Mr. I.M.D''Souza a Company Secretary in whole time practice, as per the requirements of the proviso to sub-section (1) of section 383A of the Companies Act, 1956.

DIRECTORS

Shri L.P. Mehta and J.V. Gaitonde, Directors of the Company, retire by rotation from the Board at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s Varma & Varma, Chartered Accountants, Auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

LISTING FEES

The Company has paid the requisite listing fees to the Bombay Stock Exchange.

EMPLOYEES

The Company''s relations with its employees continued to be cordial. Your Directors wish to place on record their appreciation of hard and devoted work put in by all the officers and staff, which has contributed to the overall performance of the company.

None of the employees of the Company were in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the provisions of Companies (Particulars of Employees) Rules 1975.

For and on behalf of the

Board of Directors

Margao, Madhav G.Poy Raiturcar

29th May, 2012 Chairman & Managing Director

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Mar 31, 2010

The Directors are pleased to submit the 46th Annual Report together with the Audited Statement of Accounts for the year-ended 31st March 2010

FINANCIAL RESULTS (Rs. in lakhs)

For the year ended 31st March 2010 2009

Profit before Depreciation & Taxation 302.29 242.98

Less Depreciation 147.65 129.71

Profit before Taxation 154.64 113.27

Less: Provision for Taxation

-Current Tax 44.65 30.84

-DeferredTax 6.41 10.67

-Fringe Benefits Tax — 3.30

Add Less: Income Tax for prior years — 0.69

Net Profit for the year before extraordinary items 103.58 67.77

Add: Profit on Sale of Investment (Extraordinary Item) - -

Net Profit for the year 103.58 67.77

Add: Balance brought forward from previous year 799.55 759.67

Amourt available for appropriation 903.13 827.44

Appropriations

a)Transfer to General Reserves 20.00 20.00

b) Proposed Dividend 6.75 6.75

c)Corporate Dividend Tax 1.12 1.15

Balance carried forward to next year 875.26 799.54

OPERATIONS

Your Company achieved a turnover of Rs. 1558 lakhs as against Rs. 1518 lakhs (net of excise ) for the previous year representing an increase of about 2.63%. The Company has lied a net profit of Rs. 103.58 lakhs for the year. It is proposed to transfer a sum of Rs 20.00 lakhs to the General Reserves out of the current years profits.

Operations were adversely affected by high cost of inputs, supply of liquid medical gas to all hospitals by multinational companies on the one hand and reduced selling prices and stiff competition other small scale gas manufacturers including multinational companies on the other hand during the year.

The process of rationalization of operations to improve the profitability is still continuing. The same has already started yielding positive results and your Directors are hopeful that this will result in much better and improved performance in the coming years.

Your Directors have also decided to consolidate and further expand the market share of your Company. In this connection, your Company has started filling station at Hubli in Karnataka. Further performance of all existing depots and units are reviewed from time to time and efforts are on to increase their sales and profitability.

DIVIDEND

Your Directors recommend a Dividend at the rate of Rs.30/- per share to those shareholders whose names appear on the Register of Members as on 30th September 2010.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO

Your Company continued to take steps to optimize energy consumption as in previous years. During the year there was no technology absorption. There was also no foreign exchange earning or foreign exchange outgo during the year,

DIRECTORS RESPONSIBILITY STATEMENT

As per the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any.

- The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2009-10 and of the profits of the Company for that period.

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

- The Directors have prepared the Annual Accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB SECTION (I) OF SECTION 383A OF THE COMPANIES ACT, 1956.

Your Directors are pleased to annex a copy of the compliance certificate submitted by Mr. I.M.DSouza, a Company Secretary in whole time practice, as per the requirements of the proviso to sub-section (1) of section 383A of the Companies Act, 1956.

DIRECTORS

Shri Lalit P. Mehta and Shri Ranganath N. Prabhu, Directors of the Company, retire by rotation from the Board at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s Varma & Varma, Chartered Accountants, Auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS QUALIFICATIONS IN THE AUDITORS REPORT

In the Audit report it has been stated that the requirement of listing agreement entered into with the Bombay Stock Exchange in terms of the SEBI regulations were not fully complied with. The auditors have not specified the items not complied with. However, it was observed that the Auditors had not given Limited Review Report in respect of the unaudited financial results for the quarter ended 30th June,2009 and the statement of financial results was submitted without their report. Except for this, the company has complied with all the requirements under the listing agreement.

LISTING FEES

The Company has paid the requisite listing fees to the Bombay Stock Exchange.

EMPLOYEES

The Companys relations with its employees continued to be cordial. Your Directors wish to place on record their appreciation of hard and devoted work put in by all the officers and staff, which has contributed to the overall performance of the company

None of the employees of the Company were in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the provisions of Companies (Particulars of Employees) Rules 1975.

For and on behalf of the Board of Directors

Madhav G Poy Raiturcar Chairman & Managing Director

Margao, 22ndJune.2010