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YOUR FUEL, OUR COMMITMENT

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Page 1: YOU R FU EL , OUR CO MMI TM ENT - Eastern Gases … R FU EL , OUR CO MMI TM ENT . ... Mr. Manish Yadav ... Ms. Divya Singh AUDITORS M/s C B C & Associates Chartered Accountants

YOUR FUEL, OUR COMMITMENT

Page 2: YOU R FU EL , OUR CO MMI TM ENT - Eastern Gases … R FU EL , OUR CO MMI TM ENT . ... Mr. Manish Yadav ... Ms. Divya Singh AUDITORS M/s C B C & Associates Chartered Accountants

Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 1

OUR VISION

Our Vision is to become the primary National Energy

Company through Excellent Services

OUR MISION

To Become India’s Foremost Integrated Energy Company

with Efficient and Reliable Operations

EAST GAS – Single Point Source for LPG

Page 3: YOU R FU EL , OUR CO MMI TM ENT - Eastern Gases … R FU EL , OUR CO MMI TM ENT . ... Mr. Manish Yadav ... Ms. Divya Singh AUDITORS M/s C B C & Associates Chartered Accountants

Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 2

Inside this Report

SECRETARIAL AUDIT REPORT

Eastern Gases Limited Corporate Information………..03

Overview & AGM Notice AGM Notice……………04-10

Governance Reports Board Report & Management

Discussion Analysis…………..11-21

Board Report on Corporate

Governance………………….22-41

Secretarial Audit Report…..42-44

MD/CFO Certification………..45

Financial Statements Independent Auditors’ Report….46-52

Balance Sheet…..53

Statement of Profit & Loss……..54

Cash Flow Statement……..55

Notes to the Financial Statements…56-66

Page 4: YOU R FU EL , OUR CO MMI TM ENT - Eastern Gases … R FU EL , OUR CO MMI TM ENT . ... Mr. Manish Yadav ... Ms. Divya Singh AUDITORS M/s C B C & Associates Chartered Accountants

Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 3

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. Sushil Kumar Bhansali

Chairman and Managing director

Mr. Manish Yadav

Non-Executive Independent Director

Mrs. Manika Mukherjee

Non-Executive Independent Director

Mr. Dharmendar Shaw

Additional Director

CHIEF FINANCIAL OFFICER

Mr. Ranjeet Kochar

COMPANY SECRETARY

Ms. Divya Singh

AUDITORS

M/s C B C & Associates

Chartered Accountants

BANKERS

DBS Bank

Axis Bank

Central Bank of India

ICICI Bank Ltd.

Canara Bank

REGISTERED OFFICE

43, Palace Court

1 Kyd Street,

Kolkata-700016

Phone: (033) 2229-9897

Fax: (033) 22496826

REGISTRAR & TRANSFER

AGENTS

Name S.K. Infosolutions Pvt. Ltd.

Address: 34/1A, Sudhir Chatterjee

Street, Kolkata 700006

Phone: +91-33-22196797 / 4819

Fax: +91-33-22194815

Email: [email protected]

BOTTLING PLANTS

1. WEST BENGAL

Address: De- Gaul Avenue

Vill: Khairasole, Durgapur

Dist.: Burdwan(W.B)

2. KARNATAKA

Address: Survey No. 124/1,

Budihal

Vill: Nelamangala, Taluk

Dist.: Bangalore Rular District

Bangalore: 562123

3. TELANGANA

Address: House No. 240,

Block 3, Vill: Bibi Nagar,

Nalgonda

Dist.: Hyderabad-508126,

RETAIL OUTLET

Location: Paschim Medinipur

Bagnan

Naopara

Email: [email protected] /

[email protected]

Website : www.eastgas.in

Page 5: YOU R FU EL , OUR CO MMI TM ENT - Eastern Gases … R FU EL , OUR CO MMI TM ENT . ... Mr. Manish Yadav ... Ms. Divya Singh AUDITORS M/s C B C & Associates Chartered Accountants

Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 4

NOTICE

Notice is hereby given that the 22nd Annual General Meeting of Eastern Gases Ltd. will

be held at Smriti Charitable Medical Centre, 81, K.P.Roy Lane, Haltu, Kolkata – 700078

on Monday 25th day of September, 2017 at 11:00 A.M. to transact the following

businesses:-

AS ORDINARY BUSINESS:

1) To receive, consider and adopt the Audited Accounts of the Company for the

Financial Year ended 31st March, 2017, Balance Sheet as at that date and the

report of the Directors and Auditors thereon.

2) To appoint a Director in place of Mr. Sushil Kumar Bhansali (holding DIN:

00344931), who retires by rotation, and being eligible, offers himself for re-

appointment.

3) Ratification of Auditors Appointment

To consider and if thought fit to pass with or without modification(s) the

following resolution as Ordinary Resolution:

RESOLVED THAT pursuant to Sections 139, 142 and other applicable

provisions, if any, of the Companies Act, 2013 (the Act ) and the Companies

(Audit and Auditors) Rules, 2014 ( Rules ) (including any statutory modification

or re-enactment thereof, for the time being in force), the Company hereby

ratifies the appointment of M/s C B C & Associates., Chartered Accountants, (FRN

No. 325794E), as Auditors of the Company to hold office from the conclusion of

this Annual General Meeting (AGM) till the conclusion of the next AGM of the

Company to be held in the year 2018.

AS SPECIAL BUSINESS:

4) REGULARISING THE APPOINTMENT OF MR. DHARMENDAR SHAW AS NON

EXECUTIVE INDEPENDENT DIRECTOR

To consider and if thought fit, to pass, with or without modification(S) the

following resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 160 and other

applicable provisions (including any modification or re-enactment thereof), if

any, of the Companies Act, 2013, and subject to the approval of shareholders in

general meeting, Mr. Dharmendar Shaw who was appointed as an Additional

Non-Executive Independent Director in the meeting of the Board of Directors

held on 13th April 2017 and whose term expires at the ensuing Annual General

Meeting of the company and for the appointment of whom the Company has

received a notice in writing proposing his candidature for the office of the Non-

Executive Independent Director whose period of office will be for next 5

consecutive years w.e.f 26th September' 2017 to 30th September' 2022 not be

liable to determination by retirement of directors by rotation."

Page 6: YOU R FU EL , OUR CO MMI TM ENT - Eastern Gases … R FU EL , OUR CO MMI TM ENT . ... Mr. Manish Yadav ... Ms. Divya Singh AUDITORS M/s C B C & Associates Chartered Accountants

Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 5

Notes:-

1. A member entitled to attend and vote at the Annual General Meeting ( AGM ) may

appoint a proxy to attend and vote on a poll on his behalf. A proxy need not be a

member of the Company. Proxies in order to be effective must be received by the

Company at the Registered Office of the Company not less than 48 hours before the

commencement of the AGM i.e. by 11:00 a.m. on 25th September, 2017.

2. Corporate Members are required to send to the Registered Office of the Company, a

certified copy of the Board Resolution, pursuant to Section 113 of the Companies Act,

2013, authorizing their representative to attend and vote at the AGM.

3. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating

to the Special Business to be transacted at this AGM, is annexed hereto and forms

part of this Notice.

4. The Register of Members and Share Transfer Books of the Company will remain

closed from Monday, 18th September, 2017 to Monday, 25th September, 2017 (Both

days inclusive).

5. Share Transfer documents and all correspondence relating thereto, should be

addressed to the Registrars and Transfer Agents of the Company,

M/s. S. K. Infosolutions Pvt. Ltd., 34/1A, Sudhir Chatterjee Street, Kolkata – 700006

6. Members are requested to:

a. Intimate change of address immediately to the Registrar and Transfer Agents of the

Company, M/s. S. K. Infosolutions Pvt. Ltd Limited in respect of their holding in

physical form.

b. Notify change of address immediately to their Depository Participants in respect of

their holding in dematerialized form.

c. Register their email address and changes therein from time to time with M/s S. K.

Infosolutions Pvt. Ltd for shares held in physical form and with their respective

Depository Participants for shares held in dematerialized form.

7. In accordance with the provisions of Section 72 of the Companies Act, 2013, members

are entitled to make nominations in respect of the Equity Shares held by them in

physical form. Members desirous of making nominations may procure the prescribed

form from Registrars and Transfer Agents of the Company, M/s S. K. Infosolutions Pvt.

Ltd on request. Members holding shares in the dematerialized form may contact their

Depository Participant for recording the nomination in respect of their shares.

8. Members who want to obtain information on the Company for the Financial Year

ended 31st March, 2017 may send their queries at least 10 days before the Annual

General Meeting to the Company Secretary at the Registered Office of the Company.

9. Members/Proxies are requested to bring their Attendance Slip along with copy of the

Annual Report to the AGM. Duplicate Attendance Slips and copies of the Annual

Report will not be provided at the AGM Venue.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 6

10. For securities market transactions and off market/private transactions involving

transfer of shares in physical form of listed companies, it shall be mandatory for the

transferee(s) to furnish copy of PAN Card to the Company/RTAs for registration of

such transfer of shares. SEBI has made it mandatory to furnish a copy of PAN in the

following cases:

a. Deletion of name of deceased shareholder(s), where the shares are held in the name

of two or more shareholder(s).

b. Transmission of shares to the legal heir(s), where deceased shareholder was the sole

holder of the shares.

c. Transposition of shares when there is a change in the order of the names in which

physical shares are held jointly in the names of two or more shareholders.

11. As required under Regulation 36 of SEBI (Listing Obligation & Disclosure

Requirements) Regulation 2015, the following information is furnished in respect of

the Directors who are proposed to be appointed/ re-appointed:

Mr. S K Bhansali- A brief profile

Mr. Sushil Kumar Bhansali was founder director of Eastern Gases Ltd. and joined the

company since inception in the year 1995 at the age of 37 years. Mr. Bhansali, a

graduate in commerce, with more the 22 years of rich experience in LPG field He came

on the Board of Eastern Gases as an Executive Director. Having him as a Director has

since then improved Board s effectiveness and efficiency in its decision making

qualities. The Company has taken advantage of additional opportunities due to his

better insights, consistency in work. His shareholding in the Company is 357500 Shares.

12) Electronic copy of the Annual Report for 2016-17 is being sent to all the Members

who s Email Ids are registered with the Depository Participants for communication

purposes unless any member has requested for a hard copy of the same. For members

who have not registered their email address, physical copies of the Annual Report for

2016-17 is being sent in the permitted mode.

13) Electronic copy of the Notice of the 22nd AGM of the Company inter alia indicating

the process and manner of e-voting along with Attendance Slip and Proxy Form is being

sent to all the members whose email-ids are registered with the Depository Participants

for communication purposes unless any member has requested for a hard copy of the

same. For Members who have not registered their email addresses, physical copies of

the Notice of the 22nd AGM of the Company inter alia indicating the process and manner

of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted

mode.

14) Members may also note that the Notice of the 22nd AGM and the Annual Report for

2016-17 will also be available on the Company s website www.eastgas.in for their

download. The physical copies of the aforesaid documents will also be available at the

Company s Registered Office for inspection during normal business hours on working

days.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 7

15) Even after registering for e-communication, members are entitled to receive such

communication in physical form, upon making a request for the same, by post free of

cost. For any communication, the members may also send requests to the Company s

investor email id: [email protected]

16) Voting through electronic means:

I. In terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the

Companies (Management and Administration) Rules, 2014, and Regulation 44(1) of the

SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, the Company

has engaged the services of National Securities Depository Limited (NSDL) to provide

the facility of electronic voting ( e-voting ) in respect of the Resolutions proposed at this

AGM. The Board of Directors of the Company has appointed Mr. Dilip Kumar Sarawagi,

as the Scrutinizer for this purpose. The instructions for e-voting are as under:

A. In case a Member receives an email from NSDL (for members whose email IDs are

registered with the Depository Participants):

B. This is in terms of the overall transaction as per the concerned department in

regards to the overall transactional alert as per the overall concerned department

i. Open email and open PDF file viz; the said PDF file contains your USER ID and

PASSWORD/PIN for e-voting;

ii. Launch internet browser by typing the following URL:

https://www.evoting.nsdl.com/;

iii. Click on Shareholder – Login;

iv. Put user ID and password as initial password/PIN noted in step (i) above. Click

Login;

v. Password change menu appears. Change the password/PIN with new password of

your choice. It is strongly recommended not to share your password with any other

person and take utmost care to keep your password confidential;

vi. Home page of e-voting opens. Click on e-voting: Active Voting Cycles;

vii. Select EVEN (E-voting Event Number) of Eastern Gases Ltd.;

viii. Now you are ready for e-voting as Cast Vote page opens;

ix. Cast your vote by selecting appropriate option and click on Submit and also

Confirm when prompted;

x. Upon confirmation, the message Vote cast successfully will be displayed;

xi. Once you have voted on the resolution, you will not be allowed to modify your vote;

xii. Institutional & Corporate Shareholders (i.e. other than individuals, HUF, NRI etc.)

are required to send scanned copy (PDF/JPG Format) of the relevant Board

Resolution/Authority letter etc. together with attested specimen signature of the duly

authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail

to [email protected]

B. In case a Member receives physical copy of the Notice of AGM (for members whose

email IDs are not registered with the Depository Participants or requesting physical

copy):

i) Initial password is provided as below/at the bottom of the Attendance Slip

for the AGM:

EVEN (E Voting Event Number) USER ID PASSWORD/PIN

Page 9: YOU R FU EL , OUR CO MMI TM ENT - Eastern Gases … R FU EL , OUR CO MMI TM ENT . ... Mr. Manish Yadav ... Ms. Divya Singh AUDITORS M/s C B C & Associates Chartered Accountants

Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 8

ii) Please follow all steps from Sl. No. (ii) to Sr. No. (xii) above, to cast vote.

II. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for

Shareholders and e-voting user manual for Shareholders available at the Downloads

section of www.evoting.nsdl.com.

III. If you are already registered with NSDL for e-voting then you can use your existing

user ID and password/PIN for casting your vote.

IV. You can also update your mobile number and e-mail id in the user profile details of

the folio which may be used for sending future communication(s).

V. The e-voting period commences on 22nd September, 2017 at 09:00 a.m. and

ends on 24th September, 2017 at 5.00 p.m. During this period members of the

Company, holding shares either in physical form or in dematerialized form, as on the

cut-off date of September 18th, 2017, may cast their vote electronically in the manner

and process set out herein above. The e-voting module shall be disabled by NSDL for

voting thereafter. Once the vote on a resolution is cast by the member, the member shall

not be allowed to change it subsequently.

VI. The voting rights of members shall be in proportion to their shares of the paid up

equity share capital of the Company as on the cut-off date of September 18th, 2017.

VII. Mr. Dilip Kumar Sarawagi has been appointed as the Scrutinizer to scrutinize the e-

voting process in a fair and transparent manner.

VIII. The Scrutinizer shall within a period not exceeding three (3) working days from

the conclusion of the e-voting period unblock the votes in the presence of at least two

(2) witnesses not in the employment of the Company and make a Scrutinizer s Report of

the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

17. In case of those Members, who do not have access to e-voting facility, they can use

the assent/dissent form sent herewith or can be downloaded from our website

www.eastgas.in and convey their assent/dissent to each one of the items of business to

be transacted at the ensuing AGM and send the form to reach Mr. Dilip Kumar Sarawagi,

Scrutinizer appointed by the Company at the registered office of the Company on or

before 24th September, 2017 (05:00 p.m).

18. Members can choose only one of the two options, namely e-voting or voting through

physical assent/dissent form. In case the votes are casted through both the formats,

then votes casted through e-voting shall stand cancelled and those votes casted through

physical assent/dissent form would be considered, subject to the assent/dissent form

being found to be valid.

19. The Results of e-voting, physical assent/dissent and poll, if any, shall be aggregated

and declared on or after the AGM of the Company by the Chairman or by any other

person duly authorized in this regard. The results declared along with the Scrutinizer s

Report shall be placed on the Company s website www.eastgas.in and on the website of

NSDL within two (2) days of passing of the resolutions at the AGM of the company and

communicated to the Stock Exchanges.

Page 10: YOU R FU EL , OUR CO MMI TM ENT - Eastern Gases … R FU EL , OUR CO MMI TM ENT . ... Mr. Manish Yadav ... Ms. Divya Singh AUDITORS M/s C B C & Associates Chartered Accountants

Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 9

By Order Of Board

SD/-

Sushil Kumar Bhansali

Director

DIN: 00344931

Kolkata

August 28, 2017

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT OF MATERIAL FACTS IN RESPECT OF THE SPECIAL

BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item No. 4.

Mr. Dharmendar Shaw (DIN: 07792987) was appointed as an Additional Director of the

Company at the Board Meeting held on April 13, 2017. In terms of Section 161 of the

Companies Act, 2013 he holds office up to the date of the 22nd Annual General meeting.

The Board of Directors approved the aforesaid appointment of Mr. Dharmendar Shaw

on the recommendation of the Nomination and Remuneration Committee, pursuant to

Section 178 of the Companies Act, 2013 and rules framed thereunder and also in terms

of Nomination and Remuneration Policy of the Company.

The Company has obtained from Mr. Dharmendar Shaw his consent in Form DIR-2 to

act as a Director and also received intimation in Form DIR-8 to the effect that he is not

disqualified to be appointed as a Director in any Company.

Except Mr. Dharmendar Shaw None of the other Director/ Key Managerial Personnel of

the Company / their relatives are, in any way concerned or interested, in the Resolution

set out at item no. 4 of the Notice.

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE

FORTHCOMING ANNUAL GENERAL MEETING (PURSUANT TO SEBI (LISTING AND

DISCLOSURE REQUIREMENTS),REGULATION 2015

Name of the Director Dharmendar Shaw

Age 30 Years

Qualifications Graduate

Appointment Date 13-04-2017

Expertise He has more than 3years of

experience in the area of Commerce,

law, finance, accounting and business

activities.

Page 11: YOU R FU EL , OUR CO MMI TM ENT - Eastern Gases … R FU EL , OUR CO MMI TM ENT . ... Mr. Manish Yadav ... Ms. Divya Singh AUDITORS M/s C B C & Associates Chartered Accountants

Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 10

Directorships held in other public companies Nil

Chairman/Member of the Committee of the

Board of Directors of the Company

Nil

Chairman/Member of the Committee of the

Directors of other companies in which he is a

Directors

Nil

Shareholding of Non-Executive Directors Nil

Relationship between Directors inter-se Mr. Dharmendar Shaw is not related

to any of the Directors of the company

By Order Of Board

SD/-

(S.K.Bhansali)

Kolkata Director

August 28, 2017 DIN: 00344931

Page 12: YOU R FU EL , OUR CO MMI TM ENT - Eastern Gases … R FU EL , OUR CO MMI TM ENT . ... Mr. Manish Yadav ... Ms. Divya Singh AUDITORS M/s C B C & Associates Chartered Accountants

Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 11

BOARD S REPORT

Dear Members,

On behalf of the Board of Directors, it is my privilege and honor to place before you the

22nd Annual Report and the Audited Statement of Accounts of the Company for the year

ended 31st March, 2017.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

2016-17 2015-16

Total Revenue 25562.97 26882.03

Profit before Interest, Depreciation & Taxation 992.96 1259.48

Interest 843.81 699.52

Depreciation 94.27 112.68

Profit before tax 54.88 447.28

Less: Provision for Taxation 41.14 133.20

Profit after Tax 55.56 314.08

Add: Balance Brought Forward 1381.11 1101.53

Securities Premium 450.11 450.11

Surplus carried to Balance Sheet 1921.28 1831.22

REVIEW OF PERFORMANCE

During the year Profit after tax of the Company amounted to Rs. 55.56 Lacs as

compared to Rs. 314.08 Lacs in the previous year. Barring unforeseen

circumstances, your Directors expect to achieve good results in the coming years

with positive outlook of Gas Industry in India.

FUTURE OUTLOOK

With the new government policy PAHAL (DBTL) Scheme it has able to restrict the

black marketing of the subsidised LPG and thereby saves Rs 10,000 crores. It has

predominantly increased the sale of cylinders at market price and thereby a huge

opportunity to the parallel marketers to play. According to Ministry of Petroleum

and Natural Gas (MoPNG) demand for non-subsidies cylinders grew 30.82% during

this period.

The success of the modified scheme helped fuel parallel marketing companies to

gain significance growth in LPG. The Company expects a good growth in this

segment as the companies are turning into eco- friendly LPG/CNG/Propane/Butane.

The Management has taken adequate steps to cater the future demand for

consolidating its position in the market. The new Bottling plants at Bangalore and

Hyderabad expect to add good gain to the future prospect of the company. The

company is evaluating all the options better utilize its present infrastructure and

grow simultaneously without

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 12

A. BOTTLING SEGMENT

The company caters the commercial cylinder market of West Bengal, Bihar and

Orissa from its own bottling plant situated at Durgapur. The company already set up

new LPG bottling plant at strategically potential locations to cover Central and

Southern India as well for marketing its EAST GAS brand commercial LPG

cylinders. Your company has setup two new LPG bottling plants at Bangalore &

Hyderabad with its vision of pan India presence. This will add to company s

presence in Domestic, Commercial and Industrial segment. With various

government checks on Domestic LPG supplies the company expects that the

Domestic sector will also open up as New Avenue s in years to come.

B. BULK LPG

The Company expects good growth in this segment due to the conversion of major

industries from Coal/ other alternate fuels to LPG/Propane due to Environment

concerns. LPG being a cleaner and cheaper fuel is preferred choice of the Industrial

Customers. The company is also exploring opportunities throughout India as usage

of LPG in Industrial houses is growing.

C. AUTO LPG

The Companies own Auto LPG Retail Outlet (ALRO) is already running in Paschim

Medinipur, West Bengal and the company expect that Dealer Owner ALRO at Bagnan

& Chandannagar in West Bengal would be started by this year.

DIVIDEND

The Board believes that it will be prudent for the company to conserve resource in

view of future expansion programs in line for the company for the coming year,

which will enhance the probability to the great extent. Hence your directors are not

recommending any dividend for the financial year 2016-17.

INSURANCE

The Assets of the Company including building, plant & machinery, etc are

adequately insured for all its units.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the

Companies Act, 2013, and the rules made there under

SHARE CAPITAL

The Company has made Preferential Allotment of 11,80,000 Fully Convertible

Warrants ("Warrants"), convertible into equivalent number of Equity shares of

Rs. 10/-, at an Issue Price of Rs. 58/- each to the person belonging to promoter

group and non- promoter group.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 13

As on 31st March, 2017, the issued, subscribed and paid up share capital of the

Company was Rs. 15,00,00,000/- comprising 150,00,000 Equity shares of Rs. 10/-

each.

MANAGEMENT DISCUSSION AND ANALISIS REPORT

A detailed discussion of the industry structure as well as on the financial and

operational performance is contained in the ' Management Discussion and Analysis

Report'(Annexure - I)

AUDITOR S REPORT

The Board has duly examined the Statutory Auditors Report to the accounts and

clarifications, wherever necessary, have been included in the Notes to the Accounts

section of the Annual Report.

CHANGE IN NATURE OF THE BUSINESS

There is no change in the major business activity of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED

There are no significant and material orders passed by the regulators or courts or

tribunals impacting the going concern status and Company s operations in future.

DETAILS OF HOLDING, SUBSIDIARIES AND ASSOCIATES

The Company does not have any Holding, Subsidiary and Associate Company as on

31st March, 2017.

SOCIAL COMMITMENT

Our driving objective is to improve living and working condition of our workforce,

their dependents and society as well. There has been a constant endeavor to interact

with the workers on a day to day basis and promptly resolve the issues that surface

up.

ENVIRONMENTAL EFFORTS

Company has obtained all the required certificates and License from Environment

Control Regulators to check Safe and Environment friendly Operations. The

Company is quite alert in providing clean environment on a continuous basis.

SAFETY

The Company has adequate system for Industrial Safety. In the said year the

company has strengthen its fire safety equipment at it units. The year under review

continued to be NIL accident year.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 14

BOARD AND COMMITTEE MEETING

During the year, 10 (Ten) Board Meetings were held on 06/04/2016, 29/04/2016,

30/05/2016, 13/08/2016, 03/09/2016, 08/11/2016, 14/11/2016, 02/01/2017,

14/02/2017 and 28/02/2017.

Details of the composition of the Board and its Committees including Audit

Committee, Nomination and Remuneration Committee, Stakeholders Relationship

Committee and of the Meetings held and attendances of the Directors at such

meetings are provided in the Corporate Governance Report.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

mandates that the Board shall monitor and review the Board evaluation framework.

The Nomination and Remuneration Committee has defined the evaluation criteria,

procedure and time schedule for the performance evaluation process for the Board

and its Directors. The Nomination and Remuneration Committee has reviewed the

performance of the Board and its Directors.

The functioning of the Board was evaluated on various aspects, inter alia degree of

fulfillment of key responsibilities, Board structure and composition, establishment

and delineation of responsibilities to various committees, effectiveness of Board

processes, information and functioning etc.

In the separate meeting of Independent Directors, a performance of Non-

Independent Directors was evaluated on various aspects such as attendance and

contribution at Board/ Committee Meetings and guidance/ support to the

management outside Board/Committee Meetings. In addition, the Chairperson was

evaluated on key aspects including office role, setting the strategic agenda of the

Board encouraging active engagements by all Board members and motivating and

providing guidance to them.

Areas on which the Committees of the Board were assessed included degree of

fulfillment of key responsibilities, adequacy of Committee composition and

effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the

entire Board excluding the Director being evaluated.

The Chairman of the Board provided feedback to the Directors on an individual

basis, as appropriate. Significant highlights, learning and action points with respect

to the evaluation were presented to the Board.

POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION

The Company s policy on Directors appointment and remuneration and other

matters provided in Section 178(3) of the Act has been disclosed in the Corporate

Governance Report, which forms part of the Director s Report.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 15

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with Section 152 of the Companies Act, 2013 and the Articles of

Association of the Company, Mr. Sushil Kumar Bhansali Director of the Company is

due to retire by rotation at the ensuing Annual General Meeting and being eligible

seeks re-appointment. Your Board recommends his re-appointment.

Ms. Divya Singh was appointed as Company Secretary and Compliance Officer as per

Section 203 of the Companies Act 2013 on 6th April, 2016.

Mr. Ranjeet Kochar was appointed as Chief Financial officer as per Section 203 of the

Companies Act 2013 on 6th April, 2016.

Mr. Tejvir Singh (DIN: 03539411) and Mr. Anil Choudhary Legha (DIN: 03376753)

resigned as Independent Director with effect from 4th July, 2016. The Board places

on record its appreciation for the services rendered by Mr. Tejvir Singh and Mr. Anil

Choudhary Legha during his tenure with the Company.

Mr. Manish Yadav was appointed as Independent director as per Section 203 of the

Companies Act, 2013 with effect from 11th July, 2016.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director

under Section 149(7) of the Act, that he/she meets the criteria of independence laid

down in Section 149(6) and Regulation 25 of SEBI (Listing Obligations & Disclosure

Requirements) Regulations 2015.

DIRECTORS RESPONSIBILITY STATEMENTS

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of their

knowledge and ability, confirm that:

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards

have been followed and there are no material departures from the same;

(b) 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 March 31, 2017 and the Profit and Loss of the Company for that period;

(c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the Annual Accounts of the Company on a going

concern basis;

(e) The Directors have laid down Internal Financial Controls to be followed by the

Company and such Internal Financial Controls are adequate and were operating

effectively;

(f) The Directors have devised proper systems to ensure adequate compliances with

provisions of all the applicable laws and that such systems were adequate and

operating effectively;

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 16

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS:

The Company did not give any Loan or Guarantee or provided any security or make

investment covered under Section 186 of the Companies Act 2013 during the year.

Investments made by the Company are disclosed in the Standalone Financial

Statements.

VOLUNTARY DELISTING OF EQUITY SHARES

The Company has applied for delisting of shares from Ahmadabad Stock Exchange

Ltd. (ASE) and Jaipur Stock Exchange Ltd. (JSE), for which final delisting approval is

yet to be received from the respective SE s.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report along

with Certificate from the Company s Auditor confirming compliance with condition

on Corporate Governance as required by Schedule V of the SEBI (Listing Obligations

and Disclosures Requirements) Regulations, 2015. (Annexure-II)

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the

Companies (Management and Administration ) Rules, 2014, the extract of the

Annual Return as at 31st March 2017 forms part of this report as Annexure III.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY

(a). Energy conversation measures taken: During the year external experts

conducted an energy audit and the recommendations have been implemented.

(b). Additional investments and proposals, if any, being implemented for reduction

of consumption of energy: No additional investments for reduction in energy

consumption have been made or are proposed to be made presently.

(c). Impact of the measures at (a) and (b) above for reduction of energy

consumption and consequent impact on the cost of production of goods: the

company has achieved marginal savings during 2016-17 due to the measures at (a)

above.

B. RESEARCH & DEVLOPMENT (R&D)

No R & D activities have been carried out by the company during the year.

C. TECHNOLOGY ABSORPTION

The Company always keeps a check on global innovation and techniques to avail the

latest technology trends and practices. The Company has not imported any

technology or process in the financial year.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 17

D. FOREIGN EXCHANGE EARNINGS & OUTGO

The Company had no Foreign Exchange earnings and Outgo during the year under

review.

AUDITORS

Statutory Auditor

M/s. C B C & Associates., Chartered Accountants, (FRN No. 325794E), Chartered

Accountants hold office till the conclusion of the 26th Annual General Meeting of the

Company and are eligible for ratification.

QUALIFICATION, RESERVATION OR ADVERSE REMARK IN STATUTORY AUDIT

REPORT AND SECRETARIAL AUDIT REPORT

There is no qualification, reservation or adverse remark made by the Statutory

Auditors in their Auditors Report to the Financial Statements or by the Secretarial

Auditor in its Secretarial Audit Report for the financial year ended March 31, 2017.

COST AUDIT

The provisions of Sec 148 of the Companies Act, 2013 related to Cost Audit is not

applicable to the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of

Directors of the Company had appointed Mr. Dilip Kumar Sarawagi, a Company

Secretary in Practice to undertake the Secretarial Audit of the Company for the year

ended 31st March, 2017. The Secretarial Audit Report is annexed as Annexure-III

forming part of this report.

VIGIL MECHANISM

The Board of Directors on the recommendations of the Audit Committee has

approved and adopted a Whistle Blower Policy to provide formal Mechanism for all

employees of the Company to approach the Chairman of the Audit Committee and

make protective disclosure about any unethical behavior, actual or suspected fraud

or violation of the Company s Code of Conduct.

RISK MANAGEMENT POLICY

The Company has developed and implemented a Risk Management Policy to be

followed by the Company, including the identification therein of elements of risk, if

any, which in opinion of the Board may threaten the existence of the Company. The

risk management framework is based on a clear understanding of various risk,

disciplined risk assessment and measurement procedure and continuous

monitoring. The policies and procedures established for this purpose are approved.

The Board of Directors (BOD) is planning to review the risk management policy and

in the present year the BOD is expected to approve new policy.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 18

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013 read with Rule 12 of the

Companies (Corporate Social Responsibility Policy) Rules, 2014, relating to

Corporate Social Responsibility are not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented the framework for Internal Financial

Controls ( IFC ) within the meaning of explanation to Section 134 (e) of the

Companies Act, 2013.

For the year ended March 2017, the Board believes that the Company has sound IFC

commensurate with the nature and size of its business operations; wherein controls

are in place and operating effectively and no material weakness exists.

The Company has a process in place to continuously monitor the existing controls

and identify gaps, if any, and implement new /improved financial controls.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL

HARASSMENT AT WORKPLACE

The Company has adopted a policy on prevention, prohibition and redressal of

Sexual Harassment at the workplace, to provide protection to employee at the

workplace and protection and redressal of complaints of sexual harassment and for

matters connected or incidental thereto, with the objective of providing safe

working environment where employee feel secure. The Company has also

constituted an internal complaints committee to consider and to redress complaints

of sexual harassment. The Committee has not received any complaint of sexual

harassment.

PARTICULARS OF EMPLOYEE

The information required under Section 197(12) of the Act read with rule 5(1) of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 forms part of this report as Annexure IV.

ACKNOWLEDGEMENTS

Your Directors like to express their gratitude for the continuous assistance and

support received from the Employees, Investors, Customers, Bankers, Registrars

and Transfer Agents, SEBI, Exchanges, NSDL, CDSL and other regulatory and

government authorities during the year.

Your Directors also like to place on record their deep sense of appreciation and

value for the contributions made by every staff member of the Company.

For EASTERN GASES LIMITED

SD/-

(Sushil Kumar Bhansali)

Kolkata Director

August 28, 2017 DIN: 00344931

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 19

ANNEXURE I

TO DIRECTORS REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

The incumbent government is in a full swing to bring the economy back on its feet.

The government has signaled that in the days to come, the market realities will

come thick and fast, giving the economy a much needed respite from subdued prices

and subsidy. It is estimated that the subsidy from subsidized LPG cylinder and

Kerosene it is only a matter of time that the economy is given a bitter medicine ,

which will have a ripple effect on regions and markets. The global economy saw

some major turmoil in the last fiscal impacting the developed and developing

nations with equal vigour. Due to the global slump, the international crude markets

continued to see a supply glut which prevailed all through the fiscal fuelling further

challenges for the natural gas markets. The Indian energy basket mix also took a hit

with regards to the natural gas s share though benefitting the overall governmental

exchequer with reduced energy prices. Indian GDP remained the silver lining in the

global economic arena with a commendable growth of around 7.6%. Your Company

Eastern Gases Limited has been able to stand the test of these turmoil s and was

buoyant to sustain its market share in overall energy basket in the highly

competitive energy market.

The report, Changing Business Landscape and New Set of Challenges &

Opportunities in LPG market in India , conceived by Infra Insights is rightly timed

and designed to provide an in-depth assessment of key elements such as: Changes in

the historic subsidy regime in LPG segment, Impact of domestic LPG price recovery

on end-user market, New set of opportunities & challenges for Oil Marketing

Companies and Parallel Marketing Companies in LPG and outlook on likely changes

in the overall LPG business landscape in India. The contents of the report are

elaborate and the framework as such is designed not only for the LPG import and

retail & marketing companies but also for the companies involved in the

manufacturing of the LPG cylinders, Bulk LPG storage, Kit manufacturers and OEM s.

LPG industry is not new to India and dates back to 1950s. In India, the LPG industry

is quite extensive and there are players across the LPG value chain, such as: LPG

importers and import terminal operators, LPG storage tank manufacturing players,

LPG suppliers & distributors catering to: Domestic, Industrial, Commercial and

Transport, LPG cylinder manufacturers and LPG kit manufacturers. .

LPG is present in all the four key end-consumer segments: Domestic, Industrial,

Commercial and Transport. With the growth and economic development in the

country, an increase in the energy/fuel consumption of the consumer segment is

inevitable. With the rise in the energy requirement of the country, there is definitely

an opportunity for the LPG industry to scale-up and increase its penetration in the

consumer base

MARKET SIZE

Backed by new oil fields, domestic oil output is anticipated to grow to 1 MBPD by

FY17. With India developing gas-fired power stations, consumption is up more than

160 per cent since 1995. Gas consumption is likely to expand at a CAGR of 21 per

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 20

cent during FY08–17.Domestic production accounts for more than three-quarters of

the country s total gas consumption. India increasingly relies on imported LNG; the

country was the Fourth-largest LNG importer in 2016, accounting for 5.5 per cent of

global imports. India s LNG imports are forecasted to increase at a CAGR of 33 per

cent during 2012–17.

State-owned ONGC dominates the upstream segment (exploration and production),

accounting for approximately 60 per cent of the country s total oil output (FY17).

IOCL operates 11,214 km network of crude, gas and product pipelines, with a

capacity of 1.6 MBPD of oil and 10 million metric standard cubic metre per day

(MMSCMD) of gas. This is around 30 per cent of the nation s total pipeline network.

IOCL is the largest company, operating 10 out of 22 Indian refineries, with a

combined capacity of 1.3 MBPD and thus dominate the LPG Retailing and

Distribution segment.

FINANCIAL PERFORMANCE REVIEW OF THE COMPANY

The year 2016-17 has turned out to be challenging year. Total sales stood from

26776.90 lakhs to 25415.57 lakhs, net profit before tax from 447.28 lakhs to 96.70

lakhs. Company large sum was stuck with clients of the company which landed

company into such position.

1. Share Capital – The company has authorised share capital of Rs. 1808 lakhs of

face value Rs.10/- The paid up share capital is Rs.1500 lakhs. Further company has

made a preferential issuance of convertible debentures during the year. Company

expect to receive full amount of debentures by FY 19.

2. Reserve and Surplus–Total accumulated profit as on 31-03-2017 is Rs. 1921.28

lakh.

3. Fixed Assets – During the year under review, total additions to the gross block

of assets was Rs. 60.37 lakhs

4. Investments in Capital Market– The Company has not made any fresh

investment in capital market during the year.

SEGMENTWISE OR PRODUCTWISE PERFORMANCE

The same is not mandatory for Small and Medium Sized Companies.

DISCLOSURE BY THE MANAGEMENT

Your Board has received confirmation from its managerial staff that they had no

personal interest in any material, financial and commercial transactions of the

company.

INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT

The Company has an in-house team in internal audit department and also availed

services of external firms of consultants and chartered accountants to help the

Company to strengthen the internal audit and risk management functions.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 21

CAUTIONARY STATEMENT

Statement in this report, particularly those which relate to Management Discussion

and Analysis, description of company s objective, estimates and expectations may

constitute forward looking statements within the meaning of applicable laws or

regulations. Actual results might differ materially from those either. The Company

takes no responsibility for any consequence of decisions made based on such

statements and holds no obligation to update these in the future.

RISK MANAGEMENT

The Company has a risk management framework in place under which the

management identifies and monitors business risks on a continuous basis and

initiates appropriate risk mitigation steps as and when required. The Company

periodically place before the Board the risk assessment and minimization

procedures being followed by the company and steps taken by it to mitigate those

risks through a properly defined framework.

For EASTERN GASES LIMITED

Sd/-

(S.K.Bhansali)

Director

DIN-00344931

Place: Kolkata

Date: 28th August, 2017

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 22

ANNEXURE II

TO DIRECTORS REPORT

CORPORATE GOVERNANCE REPORT

In terms of Compliance to Regulation 27 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 on Corporate Governance your Company is

complying with the guidelines. The report for current year is as follows:

COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE

We, at Eastern Gases Ltd, are committed to adopt and maintain best governance

practices and continue to lay emphasis on the broad principles of Corporate

Governance. The Board of Directors along with the Senior Management ensures

adherence to the highest standards of integrity, accountability and transparency in all

its activities. The Company fully realizes the rights of its shareholders to information on

the performance of the Company and provides detailed information on various issues

concerning the Company s business to its Shareholders. The fundamental philosophy of

Corporate Governance of the Company is to achieve business excellence and dedicate

itself for meeting its obligations to the Shareholders.

CORPORATE GOVERNANCE GUIDELINE

Over the years, the Board has developed Corporate Governance guidelines to help fulfill

their corporate responsibility towards the stakeholders. These Guidelines allow the

Board to make decisions that are independent of the Management. The Board may

change this guideline as per the required circumstances to achieve the stated objectives.

BOARD OF DIRECTORS

The Board of Directors provides direction and leadership to the Management and

supervises and controls the performance of the Company. The composition of the Board

of Directors of the Company is in accordance with the provisions of the Regulation 17 of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition, attendance and membership of Directors as on March 31, 2017 are as

follows:

Name of

Director

Category of

the Director

Attendance

at Board

Meetings

held during

the year

Whether

attended

the Last

AGM

Directorship

in other

Companies*

*

Chairmanship

and

Membership

in other Board

Committees

Sushil

Kumar

Bhansali

Whole time

Director

10 Yes 10 1

Manish

Yadav

Non-Executive

Independent

Director

6 Yes 7 1

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 23

Manika

Mukherjee

Non-Executive

Independent

Director

7 Yes Nil 2

Tejvir

Singh*

Non-Executive

Independent

Director

2 No 1 Nil

Anil

Choudhary

Legha*

Non-Executive

Independent

Director

1 No 6 Nil

* Mr. Tejvir Singh & Anil Choudhury Legha resigned as Independent Director with

effect from July 4, 2016.

The Non-Executive Independent Directors of your Company have no pecuniary

relationship or any transactions with your Company save and except the

payment of sitting fees to them.

All the directors have made the necessary disclosures regarding Committee

positions occupied by them in other companies.

All directors have provided their certification under Section 164(2) of the

Companies Act, 2013.

Necessary information as required on Corporate Governance Schedule II to SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 has been

placed before the Board for their consideration.

None of the Directors hold any equity shares in the Company, except Mr. Sushil

Kumar Bhansali who holds 3,57,500 equity shares as on March 31, 2017. The

Company has not granted any stock options to any of its Directors or employees

during the Financial Year ended March 31, 2017.

BOARD MEETING

The Board met Ten(10) times during the year under review namely on April 6th 2016,

April 29th 2016, May 30th 2016, August 13th 2016, September 3rd 2016, November 8th

2016, November 14th 2016, January 2nd 2017, February 14th 2017and February 28th

2017 and the maximum interval between any two consecutive meetings were not more

than 120 days.

DISCUSSION WITH INDEPENDENT DIRECTORS

Pursuant to schedule IV of the Companies Act, 2013 and the Rules made thereunder,

read with Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements)

Regulations, 2015, the Independent Directors of the Company shall hold at least one

meeting in a year, without the attendance of Non-Independent Directors of the

Company and member of the management. All the Independent Directors of the

Company shall strive to be present at such meeting.

During the financial year 2016-17 the board has held the meeting of the Independent

Director as on 25th March, 2017 in which all the Independent Directors were present.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 24

BOARD COMMITTEES

Currently the Board has three committees namely, audit committee, nomination and

remuneration committee and stakeholders relationship committee.

The minutes of the meetings of all the Committees were placed before the Board of

Directors for discussions and noting.

1. AUDIT COMMITTEE

The Audit Committee forms a vital link between the Statutory and Internal Auditors on

one hand and the Board of Directors on the other. The scope of the activities of the

Audit Committee is as per the terms set out in Regulation 18 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, read with Section 177 of

the Companies Act, 2013. The terms of reference of the Committee, inter alia, includes

the following:

Recommending the appointment or re-appointment, removal or replacement,

remuneration and terms of appointment of auditors of the Company;

Review and monitor the auditors independence and performance, and

effectiveness of the audit process;

Examination of the financial statement and the auditor s report thereon;

Approval or any subsequent modification of transactions of the Company with

related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the Company wherever it is necessary;

Evaluation of internal financial controls and risk management systems of the

Company;

Monitoring the end use of funds raised through public offers and related

matters;

Oversight of the Company s financial reporting process and the disclosure of its

financial information to ensure that the financial statement is correct, sufficient

and credible;

Reviewing the quarterly, half-yearly and annual financial statements before

submission to the Board for approval;

Reviewing, the management, performance of statutory and internal auditors, and

adequacy of the internal control systems;

Reviewing the adequacy of internal audit function, including the structure of the

internal audit department, staffing and seniority of the official heading the

department, reporting structure coverage and frequency of internal audit;

Discussing with Internal Auditors any significant findings and the follow-up

there on;

Reviewing the findings of any internal investigations by the internal auditors

into matters where there is suspected fraud or irregularity or a failure of

internal control systems of a material nature and reporting the matter to the

board;

Discussing with the statutory auditors before the audit commences, about the

nature and scope of audit as well as post-audit discussion to ascertain any area

of concern;

Looking into reasons of defaults in payments to depositors, shareholders and

creditors, if any;

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Annual Report 2016-17 25

To review the functioning of the Whistle Blower mechanism and

Approval of appointment of CFO after assessing the qualifications, experience &

background etc. of the candidate.

The Board has set up Audit Committee having three Members, two of whom are Non-

Executive Independent Directors. Mrs. Manika Mukherjee is the Chairman of the

Committee and was present at the last Annual General Meeting of the Company.

Mr. Manish Yadav and Mr. Sushil Kumar Bhansali are the other Committee members. All

the Members of the Committee are financially literate.

AUDIT COMMITTEE ATTENDANCE

Four Audit Committee meetings were held during the financial year ended 31st March

2017. These were held on May 30, 2016, August 13, 2016, November 14, 2016 and

February 14, 2017. Attendances at the Audit Committee held during the financial year

2016-17 are as under:

Name of the

Members

Category Status No. of meetings

Held Attended

Manika Mukherjee Non-Executive

Independent Director

Chairman 4 4

Manish Yadav Member 4 3

Sushil Kumar

Bhansali

Wholetime Director Member 4 4

The meetings of the Audit Committee were also occasionally attended by the Chief

Financial Officer.

The Chairman of the Audit Committee briefs the Board about the significant discussions

and recommendations of Audit Committee. The Company Secretary acts as the

Secretary of the Audit Committee.

2. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee determines on behalf of the Board and

shareholders as per agreed terms of reference, remuneration package to the Directors,

Key Managerial Personnel etc.

The committee comprises of only Non- Executive Directors. Mrs. Manika Mukherjee is

the Chairman, Mr. Anil Choudhury Legha and Mr. Tejvir Singh are Non-Executive

Independent Directors of this committee till July 2016, thereafter Mr. Manish Yadav

joined the committee as Non-Executive Independent Director. The terms of reference of

the Committee, inter alia, includes the following:

1. Formulation of the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the Board a policy, relating to the

remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Identifying persons who are qualified to become directors and who may be appointed

in Senior Management in accordance with the criteria laid down, and recommend to the

Board their appointment and removal; and

4. Such other functions as may be delegated to it by the Board of Directors.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 26

Two Nomination and Remuneration Committee meetings were held during the financial

year 31st March, 2017. These were held on May 30, 2016 and November 14, 2016. The

attendance of the members of the Remuneration Committee was as follows:

Member

Position

Held

No. of meetings

Held Attended

Mrs. Manika Mukherjee Chairman 2 2

Mr. Anil Choudhury Legha* Member 2 1

Mr. Manish Yadav Member 2 1

Remuneration to Directors

Executive Directors -The Company has paid remuneration by way of salary to its

Managing Director in terms of the resolutions passed at the General Meetings dated

30-09-2016 and other applicable provisions of the Companies Act, 2013 Details of

remuneration paid to Directors during the year 2016-17 are given below:

Director

Remuneration Package (Rs) Fixed component and

incentives (Rs)

Mr. S.K. Bhansali 15,96,000/- NIL

Non-Executive Directors - During the year no sitting fee/commission was paid to any

Non-Executive Director for attending the meeting of the Board of Directors and for

Committees thereof.

The Company does not have an incentive plan which is linked to performance and

achievement of the Company s objectives. The Company has no stock option and

pension scheme.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of three members two of whom

are Non-Executive Independent Directors. Mrs. Manika Mukherjee is the Chairman and

Mr. Sushil Kumar Bhansali and Mr. Manish Yadav are the other committee members.

The functions and powers of the Committee includes approval and rejection of transfer

or transmission of equity shares, issue of duplicate share certificates, dematerialization

and/or rematerialization requests, allotments of shares and securities issued from time

to time and listing of securities on the Stock Exchanges. The Committee is also

empowered to oversee the redressal of Investors complaints pertaining to share

transfers, non-receipt of Annual Reports, issue of duplicate share certificates,

transmission (with and without legal representation) of shares and other miscellaneous

complaints.

During the year, 2 (Two) meetings of the Stakeholders Relationship Committee

meetings were held on May 30, 2016 and February 14, 2017. All the members had

attended the aforesaid meetings.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 27

The attendance of the members of the Stakeholders Relationship Committee was as

follows:

Member

Position Held

No. of meetings

Held Attended

Smt. Manika Mukherjee

(Non-Executive Independent Director)

Chairman 2 2

Mr. Sushil Kumar Bhansali

(Executive Director)

Member 2 1

Mr. Manish Yadav

(Non-Executive Independent Director)

Member 2 1

During the year, the Company did not receive any investor s complaints as per the

reports from the Company s Registrar. There is no complaint which has remained un-

addressed as on March 31, 2017.

Email id for Investor Grievances : [email protected]

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required by Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulation, 2015, the Auditors’ Certificate on Corporate Governance is

annexed in this Annual Report.

CODE OF CONDUCT

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulation, 2015 read with Schedule V to the said Regulations, the

Company has framed and adopted a Code of Conduct. The Code has been posted on the

Company s website www.eastgas.in The Code lays down guidelines, which advises the

Board of Directors and the Designated Senior Management Personnel of the Company

on procedures to be followed and disclosures to be made while dealing with shares of

the Company and cautioning them of the consequences of violations. All Board

members and designated senior management personnel have affirmed compliance with

the Code of Conduct.

PREVENTION OF INSIDER TRADING

The Company has adopted an Insider Trading Policy to regulate, monitor and report

trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

This policy also includes practices and procedures for fair disclosure of unpublished

price-sensitive information, initial and continual disclosure. The Company has

automated the declarations and disclosures to identified designated employees, and the

board reviews the policy on a need basis.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 28

GENERAL BODY MEETING

The date, time and venue of the last Extra Ordinary General Meeting and three Annul

General Meetings are given below:

Financial

Year

Nature of

Meeting

Date Time Venue

2015-16 EGM May 24, 2016 11:00 AM S I Industrial Area,

Khairasole,

Durgapur:713212,

2015-16 AGM September 30,

2016

10:30A.M. Smriti Charitable

Medical Centre, 81,

K.P.Roy Lane, Haltu,

Kolkata – 700078

2014-15 AGM September 30,

2015

10:00A.M. Smriti Charitable

Medical Centre, 81,

K.P.Roy Lane, Haltu,

Kolkata – 700078

2013-14 AGM September 30,

2014

11:00A.M. Smriti Charitable

Medical Centre, 81,

K.P.Roy Lane, Haltu,

Kolkata – 700078

POSTAL BALLOT

During the year under review, no resolution has been passed through the exercise of

postal ballot. At the ensuing 22nd Annual General Meeting, no resolution is proposed to be

passed by postal ballot.

DISCLOSURES

1. The related party transactions made by the Company are disclosed in the notes

to Financial Statements. The register of contracts containing the transactions in

which Directors are interested is regularly placed before the Board for its

approval;

2. There has been no instance of non-compliance by the Company on any matter

related to the Capital Market during the last three years. No penalties or

strictures have been imposed by SEBI, Stock Exchanges or any other Statutory

Authority on the Company relating to the above;

3. No personnel have been denied access to the Chairman or members of the Audit

Committee;

4. To the extent possible, the Company has complied with the mandatory

requirement of this clause;

5. The Company has complied with all applicable Accounting Standards in

preparation of its Financial Statements pursuant to the amended Schedule III of

Companies Act, 2013;

6. The Company does not have any subsidiary Company;

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 29

7. There have been no public or right issues or any other public offerings during

the year;

8. As required by SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the CFO have given his certificate to the Board;

9. The Board has obtained disclosures from the senior management personnel that

they do not have material, financial or commercial interests in the transactions

with the Company which may have potential conflict with the interests of the

Company at large.

MEANS OF COMMUNICATION

1. The financial results of all the four quarters of the F.Y. 16-17 were published in The

Political Business Daily and in a regional language daily namely Sukhabar .

2. The physical copy of financial results was duly submitted to the Calcutta Stock

Exchange Limited and the same were also electronically transmitted to the Bombay

Stock Exchange. The Company s results and official news are displayed on the web

site www.eastgas.in. There were no presentations made to the institutional investors

or to the analysts during the year under review.

3. The Management Discussion and Analysis Report forms a part of this Annual Report.

SHAREHOLDERS INFORMATION

ANNUAL GENERAL MEETING DETAILS

Date, Time and Venue September 25, 2017 at 11:00 a.m. at Smriti

Charitable Medical Centre, 81, K.P.Roy Lane,

Haltu, Kolkata – 700078

Financial Calendar April 1, 2017 to March 31, 2018

Board Meetings to be held during

the year 2017-18

On May 30th ,2017, On August 14, 2017,

November 14, 2017* and February 14, 2018*

(last date is approximately assumed to be

given )

Publication of Quarterly Results in

the newspapers

May 27, 2017, August 12, 2017*, November

12, 2017* and February 12, 2018* (last date

is approximately assumed to be given )

Approval of Annual Results for year

ending 31.03.2017

May 30, 2018

Book Closure Dates Monday, 18th day of September, 2017 to

Monday, 25th day of September, 2017

Listing of Equity shares in Stock

Exchanges and Stock Codes

The Calcutta Stock Exchange Association Ltd.

Stock Code-015066

Bombay Stock Exchange Ltd.

Stock Code-590080

Demat ISIN for NSDL & CDSl INE846C01014

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 30

*tentative

The annual listing fee for the period 2017-18 has been paid to the Stock Exchange.

Note: The Company has made an application for delisting of Equity Shares from

Ahmedabad and Jaipur Stock Exchange and active follow up is being made with the

stock exchanges.

MARKET PRICE DATA

The monthly high low data on Bombay Stock Exchange Ltd. from April 2016 to March

2017 is given below.

Source: BSE website

REGISTRARS AND TRANSFER AGENTS

The Share management work, both physical and demat, is being handled by the

Registrars and Share Transfer Agents of the Company whose name and address is given

below:

M/s. S.K.Infosolutions Pvt. Ltd.

34/1A, Sudhir Chatterjee Street, Kolkata – 700006

Phone: 22194815/22196797, Fax- 22194815

E-mail: [email protected], [email protected]

SHARE TRANSFER SYSTEM

With a view to expediting the approval process, the authority to approve share

transfers has been delegated to the Shareholders / Investors Grievance Committee for

smooth and speedy processing of shares. The time taken in the said procedure is 15

days from the receipt, if the documents are complete in all respects.

The Company obtains a half-yearly certificate of compliance with the share transfer

formalities from a Practicing Company Secretary as required under Regulation 40(9) of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and files

a copy of the certificate with the Stock Exchange in which it is listed.

Shareholders are encouraged to correspond with the Registrar & Share Transfer Agents

and the Company via email to speed up response, reduce paperwork and also to help us

redress complaints faster.

Shareholders are requested to mention their folio number in case of physical shares, DP

Id and Client Id in case of dematerialized shares and also mention phone and mobile

number and Email Id so that they can be contacted easily and complaints be redressed

immediately.

Price Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17

High 34.90 33.00 36.45 36.80 33.25 31.00 44.30 57.55 41.10 45.35 57.65 72.90

Low 22.30 26.20 27.50 28.70 26.60 23.10 26.50 33.75 33.15 35.50 38.25 54.80

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 31

PLEDGE OF SHARES

No Pledge has been created over the Equity shares held by the Promoters as on March

31, 2017.

DISTRIBUTION OF SHAREHOLDING AS ON 31.03.2017

RANGE IN

NO OF SHARES

RANGE IN

VALUE OF SHARES

NO OF SH-

HOLDERS

%

NO OF

SHARES

%

UPTO to 500 UPTO to 5000 1528 73.32 387819 2.58

501 to 1000 5010 to 10000 239 11.47 184976 1.23

1001 to 2000 10010 to 20000 81 3.88 122592 0.82

2001 to 3000 20010 to 30000 42 2.02 110291 0.74

3001 to 4000 30010 to 40000 17 0.82 62707 0.42

4001 to 5000 40010 to 50000 18 0.86 84367 0.56

5001 to 10000 50010 to 100000 36 1.73 287908 1.92

10001 to 50000 100010 to 500000 91 4.37 1888341 12.59

50001 to 100000 500010 to 1000000 6 0.28 391066 2.61

100001 and Above 1000010 and Above 26 1.25 11479933 76.53

G-R-A-N-D 2084 100.00 15000000 100.00

SHAREHOLDING PATTERN AS ON 31.03.2017

SL.NO CATEGORY NO.OF EQUITY PERCENTAGE

1 RES. IND. 2928211 19.52

2 DOM. COM. 3495959 23.31

3 N. R. I. 51880 0.35

4 FOR. COM. 0 0

5 MUT. FUND 0 0

6 FIN. INS. 0 0

7 NAL. BANK 0 0

8 PROM. COM. 6172866 41.15

9 DIR. RELV. 2351084 15.67

10 F.I.I.S. 0 0

15000000 100.00

DEMATERIALISATION OF SHARES AND LIQUIDITY

Trading in the Company s shares is permitted only in dematerialised form for all

investors as per notifications issued by the SEBI. The Company has established

connectivity with National Securities Depository Limited (NSDL) and Central Depository

Services (India) Limited (CDSL) through the Registrars S.K.Infosolutions Pvt. Ltd. to

enable shareholders to hold their shares in electronic form and to facilitate script less

trading.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 32

SHARE DEMATERIALIZATION RECORDS

Status of Dematerialization of shares and Physical form of shares as on 31st March, 2017.

Particulars No. of shares % to Capital

NSDL 11036605 73.58

CDSL 2877608 19.18

Dematerialized(A) 13914213 92.76

Physical (B) 1085787 7.24

Total (A+B) 15000000 100

OUTSTANDING GDRS / ADRS / WARRANTS / CONVERTIBLE INSTRUMENTS

The Company has issued 13,80,000 Fully Convertible Warrants ("Warrants") to the

persons belonging to Promoter and Non-Promoter group on preferential basis in

accordance with provisions specified under Chapter VII of SEBI (ICDR) Regulations,

2009.The timeline to the allotees to convert the warrants into Equity shares of the

company is 18 months ending in November 2018

ADDRESS FOR CORRESPONDENCE

Eastern Gases Ltd.: 43, Palace Court, 1 Kyd Street, Kolkata-700016

Tel: 033-2229-9897. Email: [email protected]

Registrar and Share Transfer Agent: S.K.Infosolutions Pvt. Ltd.

34/1A, Sudhir Chatterjee Street,

Kolkata – 700006

Tel : 22194815/22196797 / Fax: 22194815

Email:[email protected],[email protected]

During the financial year 2016-17 queries/complaints/requests were received by the

Company from Shareholders and all of which have been satisfactorily replied.

CODE OF CONDUCT

The Board has framed a code of conduct for all Board members and senior management

personnel of the Company focusing transparency, accountability & ethical expression in

all acts and deeds. The Company s Code of Conduct is in consonance with the

requirements of regulation 17(5) of SEBI (Listing Obligations & Disclosure

Requirements) Regulation, 2015. The Code of Conduct is soon to be posted on

companies website. A certificate of affirmation in this regard is appended.

For Eastern Gases Limited.

Sd/-

(Sushil Kumar Bhansali)

Kolkata Director

August 28, 2017 DIN: 00344931

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 33

DECLARATION ON COMPLIANCE REGARDING CODE OF CONDUCT

All the Directors and Senior Management personnel have affirmed compliance with the

Code of Conduct of Eastern Gases Limited as adopted by the Board for the Financial

Year ending March 31, 2017.

For Eastern Gases Limited.

Sd/-

(Sushil Kumar Bhansali)

Kolkata Managing Director

August 28, 2017 DIN: 00344931

Page 35: YOU R FU EL , OUR CO MMI TM ENT - Eastern Gases … R FU EL , OUR CO MMI TM ENT . ... Mr. Manish Yadav ... Ms. Divya Singh AUDITORS M/s C B C & Associates Chartered Accountants

Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 34

AUDITORS' CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE

To the Members of Eastern Gases Limited

We have examined the compliance of conditions of Corporate Governance by Eastern

Gases Limited for the year ended 31st March 2017, as stipulated in applicable

provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ( the Regulations ).

Compliance of conditions of Corporate Governance is the responsibility of the

management. Our examination was limited to procedures and implementation thereof,

adopted by the Company for ensuring the compliance of the conditions of the Corporate

Governance. It is neither an audit nor an expression of opinion on the financial

statements of the Company.

In our opinion and to the best of our information and according to the explanations

given to us, we certify that the Company has complied with the conditions of Corporate

Governance as stipulated in applicable provisions of the Regulations.

We further state that such compliance is neither an assurance as to the future viability

of the Company nor the efficiency or effectiveness with which the management has

conducted the affairs of the Company

FOR C B C & ASSOCIATES

Place : Kolkata Chartered Accountants

Dated : 30th May, 2017 (Firm Regn.No: 325794E)

Chinmay Biswal

(Partner)

(M.No. 065753)

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 35

Annexure-III

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2017

Pursuant to Section 92 (3) of the Companies Act, 2013 and

rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L40200WB1995PLC068251

2. Registration Date February 10, 1995

3. Name of the Company Eastern Gases Ltd

4. Category/Sub-category of the

Company

Company Limited by Shares/ Indian non-government Company.

5. Address of the Registered office &

contact details

43, Palace Court,1 Kyd Street

Kolkata-700016, West Bengal

Tel : 033-2229-9897/8606

E-mail : [email protected]

6. Whether listed Company Yes

7. Name, Address & contact details of

the Registrar & Transfer Agent, if

any.

M/s S .K Infosolutions Pvt. Ltd.

34/1A, Sudhir Chatterjee Street, Kolkata-700006

Phone: +91-33-22196797 / 4819 ; Fax: +91-33-22194815

E-mail : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr.

No.

Name and Description of main

products / services

NIC Code of the

Product/service

% to total turnover of the

Company

1. Manufacture of gas;

distribution of gaseous fuels

35201 99.60%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.

No.

Name and Address of the

Company

CIN/GLN Holding/Subsidiary/

Associate

% of shares

held

Applicable

Section 1. N.A N.A N.A N.A N.A

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 36

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of

Share-holders

No. of Shares held at the beginning of the year

[As on 31-March-2016]

No. of Shares held at the end of the year [As on

31-March-2017]

% Cha-

nge

during

the year Demat Physical Total % of

Total

Shares

Demat Physical Total % of

Total

Shares

A.

Promoters

(1) Indian

a)

Individual/

HUF

2351084 - 2351084 15.67 2351084 - 2351084 15.67 NIL

b) Central

Govt

- - - - - - - - -

c) State

Govt(s)

- - - - - - - - -

d) Bodies

Corp.

6172866 - 6172866 41.15 6172866 - 6172866 41.15 NIL

e) Banks /

FI

- - - - - - - - -

f) Any other - - - - - - - - -

Sub Total

(A) (1):-

8523950 - 8523950 56.82 8523950 - 8523950 56.82 NIL

(2) Foreign

a)NRIs- - - - - - - - - -

Individuals - - - - - - - - -

b) Other- - - - - - - - - -

Individuals - - - - - - - - -

c) Bodies

Corp.

- - - - - - - - -

d)Banks/FI - - - - - - - - -

e) Any other - - - - - - - - -

Sub Total (A)

(2)

- - - - - - - - -

Total

shareholdin

8523950 - 8523950 56.82 8523950 - 8523950 56.82 NIL

B. Public

Shareholdi

1.

Institutions

- - - - - - - - -

a) Mutual

Funds

- - - - - - - - -

b) Banks /

FI

- - - - - - - - -

c) Central

Govt

- - - - - - - - -

d) State

Govt(s)

- - - - - - - - -

e) Venture

Capital

Funds

- - - - - - - - -

f) Insurance

Companies

- - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign

Venture

Capital

- - - - - - - - -

i) Others - - - - - - - - -

Sub-total

(B)(1):-

- - - - - - - - -

Demat Physic

al

Total % of

Total

Demat Physica

l

Total % of

Total

%

Change 2. Non-

Institution

a) Bodies

Corp.

i) Indian 3356607 24100 3380707 22.83 3495959 - 3495959 23.31 0.48

ii) Overseas - - - - - - - - -

b)

Individuals

i) Individual

shareholder

s holding

825154 791600 1643754 10.96 1057826 797787 1855613 12.37 1.41

ii)

Individual

shareholder

1162612 245687 1408299 9.39 844098 228500 1072598 7.15 -2.24

c) Others

Non

Resident

Indians

43290 - 43290 .29 28780 23100 51880 0.06 -.23

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 37

Overseas

Corporate

Bodies

- - - - - - - - -

Foreign

Nationals

- - - - - - - - -

Clearing

Members

- - - - - - - - -

Trusts - - - - - - - - -

Foreign

Bodies - D R

- - - - - - - - -

Sub-total

(B)(2):-

5387663 1104677 6476050 43.17 5426663 1049387 6476050 43.17 NIL

Total Public

Shareholdin

g

5387663 110467

7

6476050 43.17 5426663 104938

7

6476050 43.17 NIL

C. Shares

held by

Custodian

- - - - - - - - -

Grand

Total

13911613 1104677 15000000 100 13950613 1049387 15000000 100 NIL

(ii) Shareholding of Promoters

Sl

No.

Shareholders Name Shareholding at the

beginning of the year

Shareholding at the

end of the year

%

chan

ge in

shar

e-

hold

ing

duri

ng

the

year

No. of

shares

% of

total

shares

of the

compa

ny

% of

shares

pledge

d

encum

bered

to total

shares

No. of

shares

% of total

shares

of the

company

% of

shares

pledged

encumb

ered to

total

shares

1 Sushil Kumar Sumit Kumar 440114 2.93 0 440114 2.93 0 Nil

2 Sushil Kumar Bhansali 357500 2.38 0 357500 2.38 0 Nil

3 Sumit Bhansali 453000 3 3.02 0 453000 3 3.02 0 3 Nil

4 Sanskaran Bhansali 224570 1.50 0 224570 1.50 0 Nil

5 Pawan Kumar Bhansali 286600 1.91 0 286600 1.91 0 Nil

6 Gautam Bhansali 589300 3.93 0 589300 3.93 0 Nil

7 Julsa Trading Pvt Ltd 700000 4.67 0 700000 4.67 0 Nil

8 Utpal Trading Pvt. Ltd 515617 3.44 0 515617 3.44 0 Nil

9 Jainco Automotive Pvt. Ltd 250000 1.67 0 250000 1.67 0 Nil

10 Jainco Projects (India) Limited 569749 3.80 0 569749 3.80 0 Nil

11 Jainco Agro Projects Pvt. Ltd. 10000 0.07 0 10000 0.07 0 Nil

12 Jainco Securities Limited 58000 0.39 0 58000 0.39 0 Nil

13 Jeet Commercial Pvt Ltd 265000 1.77 0 265000 1.77 0 Nil

14 Navin Bros Pvt. Ltd. 246000 1.64 0 246000 1.64 0 Nil

15 Neelanchal Udyog Ltd.

253000 1.69 0

253000 1.69 0 Nil

16 Newmony Textiles Pvt. Ltd. 700000 4.67 0 700000 4.67 0 Nil

17 Nipcon Marketing Pvt. Ltd. 235000 1.57 0 235000 1.57 0 Nil

18 Rubex Merchantile Pvt. Ltd 127500 0.85 0 127500 0.85 0 Nil

19 Thanvir Bros. Pvt. Ltd. 274400 1.83 0 274400 1.83 0 Nil

19 Vivek Bros Pvt.Ltd. 300000 2.00 0 300000 2.00 0 Nil

20 Aminex Dealer Pvt. Ltd. 178000 1.19 0 178000 1.19 0 Nil

21 Aminex Agents Pvt. Ltd. 80600 0.54 0 80600 0.54 0 Nil

22 Jainco Health Care Pvt. Ltd. 10000 0.07 0 10000 0.07 0 Nil

23 Commercial Consultants Pvt. Ltd. 700000 4.67 0 700000 4.67 0 Nil

24 Dbkeynaar Commodeal Pvt. Ltd. 700000 4.67 0 700000 4.67 0 Nil

TOTAL 8523950 56.83 0 8523950 56.83 0 Nil

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 38

(iii) Change in Promoters’ Shareholding

(iv) Shareholding Pattern of top 10 Shareholders

(other than Directors, Promoters and Holders of GDRs and ADRs)

Particulars Shareholding at the

beginning /end of the

year

Reason Cumulative

Shareholding during

the year

No. of

shares

% of total

shares of

the

Company

There was

no change in

the

shareholdin

g pattern

during the

F.Y. 16-17

No. of

shares

% of

total

shares of

the

Company

At the beginning of the year 8523950 56.83 - -

Date wise Increase/ Decrease in

Promoters shareholding during the year

specifying the reasons for

increase/decrease (e.g.

allotment/transfer/bonus/sweat equity

etc):

At the end of the year 8523950 56.83 8523950 56.83

Sl.

No

Shareholding at the end of

the year

Cumulative Shareholding

during the year

For Each of the Top 10

Shareholders

No. of

shares

% of total

shares of the

company

No of shares % of total

shares of the

company

At the beginning of the year 3416789 22.78% 0 0

Date wise increase/decrease in

Promoters Share holding during the

year specifying the reasons for

increase/decrease (e.g.

allotment/transfer/bonus/sweat

equity etc) 0 0 0 0

At the end of the year (or on the date

of separation, if separated during the

year) 3416789 22.78% 0 0

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 39

(v) Shareholding of Directors and Key Managerial Personnel:

Sr.

No.

1

Shareholding of Director

Sushil Kumar Bhansali

Shareholding at the

beginning/end

of the year

Reason Cumulative

Shareholding

during the

year

No. of

shares

% of total

shares of

the

Company

There was

no change

in the

shareholdin

g during

the F.Y. 16-

17

No. of

shares

% of total

shares of

the

Company

At the beginning of the year 357500 2.38 - -

Date wise Increase/ Decrease in

Promoters Shareholding during the

year specifying the reasons for

increase/decrease (e.g.

allotment/transfer/bonus/sweat

equity etc):

At the end of the year 357500 2.38 357500 2.38

Sr.

No.2

Shareholding of KMP – CFO/CS

Shareholding at the

beginning

of the year

Reason Cumulative

Shareholding

during the year

No. of

shares

% of total

shares of

the

Company

NA

No. of

shares

% of total

shares of

the

Company

At the beginning of the year NIL NIL - -

Date wise Increase/ Decrease in

Promoters Shareholding during the

year specifying the reasons for

increase/decrease (e.g.

allotment/transfer/bonus/sweat

equity etc):

At the end of the year NIL NIL NIL NIL

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 40

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans

excluding

deposits

Unsecured

Loans Deposits

Total

Indebtedness

Indebtedness at the beginning of the

financial year

i) Principal Amount 5014.46 200.01 - 5214.47

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 5014.46 200.01 - 5214.47

Change in Indebtedness during the

financial year

Addition - 17.14 - 17.14

Reduction (81.50) - - (81.50)

Net Change

Indebtedness at the end of the financial

year

i) Principal Amount 4932.96 217.15 - 5150.11

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 4932.96 217.15 - 5150.11

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No. Particulars of Remuneration Name of WTD Total Amount

Sushil Kumar

Bhansali

15,96,000

1. Gross salary

(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961

15,96,000

(b) Value of perquisites u/s 17(2) Income-tax Act,

1961

(c) Profits in lieu of salary under section 17(3)

Income- tax Act, 1961

-

2. Stock Option -

3. Sweat Equity -

4. Commission

- as % of profit

- others

- -

5. Others

- -

Total (A)

15,96,000 15,96,000

Ceiling as per the Act

- -

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 41

B. Remuneration to other directors

Sr.

No.

Particulars of Remuneration Name of Directors Total Amount

Manish Yadav

( )

Manika

Mukherjee

( )

( ) 1. Independent Directors

Fee for attending board committee meetings - - -

Commission - - -

Annual general meeting - - -

Independent director meeting - - -

Total (1) - - -

2. Other Non-Executive Directors - - -

Fee for attending board committee meetings - - -

Commission - - -

Others - - -

Total (2) - - -

Total (B)=(1+2) - - -

Total Managerial

Remuneration

Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sr.No. Particulars of Remuneration Key Managerial Personnel

CS( ) CFO( ) Total( )

1. Gross salary

(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961

1,80,000 3,60,000 5,40,000

(b) Value of perquisites u/s 17(2) Income-tax Act,

1961

- - -

(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

- - -

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission - - -

- as % of profit - - -

Others - - -

5. Others - - -

Total 1,80,000 3,60,000 5,40,000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

There were no penalties/punishment/compounding of offences for the year ending March 31, 2017.

For Eastern Gases Ltd.

Sd/-

(S.K. Bhansali)

Place: Kolkata

Director

Date: August 28th, 2017 (DIN: 00344931)

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 42

Annexure-IV

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the

Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Eastern Gases Ltd.

43, Palace Court

1, Kyd Street

Kolkata – 700 016

I have conducted the secretarial audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by Eastern Gases Ltd.

(hereinafter called the Company). Secretarial Audit was conducted in a manner that

provided me a reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing my opinion thereon.

Based on my verification of the Company s books, papers, minute books, forms and

returns filed and other records maintained by the Company and also the information

provided by the Company, its officers, agents and authorized representatives during the

conduct of secretarial audit, I hereby report that in my opinion, the Company has,

during the audit period covering the financial year ended on 31st March, 2017 ( Audit

Period ), complied with the statutory provisions listed hereunder and also that the

Company has proper Board-processes and compliance-mechanism in place to the

extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other

records maintained by Eastern Gases Ltd. for the financial year ended on 31st March,

2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules made

thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment

and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 ( SEBI Act ):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011;

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 43

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992;

(vi) OTHER APPLICABLE ACTS,

(a) Gas Cylinders Rules 1994

(b) Income Tax Act, 1961

(c) Pollution Prevention Act

(d) Factories Act

(e) The Maternity Benefit Act, 1961

(f) Prevention of Money Laundering Act, 2002 (policy adopted time to time)

I have also examined compliance with the applicable Regulation of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 erstwhile clauses of the

Listing Agreement entered into by the Company with the Stock Exchange in India.

I report that, during the year under review, the Company has complied with the

provisions of the Acts, rules, regulations and guidelines mentioned above.

I further report that, there were no actions/ events in pursuance of:

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

(b) The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999;

(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008;

(d) The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing

with client;

(e) The Securities and Exchange Board of India (Delisting of Equity Shares)

Regulations, 2009; and

(f) The Securities and Exchange Board of India (Buyback of Securities) Regulations,

1998;

Requiring compliance thereof by the Company during the financial year and the

Secretarial Standards issued by The Institute of Company Secretaries of India.

I further report that, based on the information provided by the Company, its officers

and authorized representatives during the conduct of the audit, and also on the review

of quarterly compliance report by respective department heads/ Company secretary/

CEO taken on record by the Board of Directors of the Company, in my opinion, adequate

systems and processes and control mechanism exist in the Company to monitor and

ensure compliance with applicable laws.

I further report, that the Compliance by the Company of applicable financial laws, like

direct and indirect tax laws, has not been reviewed in this Audit since the same have

been subject to review by statutory financial audit and other designated professionals.

I further report that, the Board of Directors of the Company is duly constituted with

proper balance of Executive Directors, Non-Executive Directors and Independent

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 44

Directors. The changes in the composition of the Board of Directors that took place

during the period under review were carried out in compliance with the provisions of

the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and

detailed notes of agenda were sent at least seven days in advance to all Directors, and a

system exists for seeking and obtaining further information and clarifications on the

agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the

decisions of the Board were unanimous and no dissenting views have been recorded.

I further report that there are adequate systems and processes in the Company

commensurate with the size and operations of the Company to monitor and ensure

compliance with applicable laws, rules, regulations and guidelines.

I further report that, during the audit period, there were no other specific events /

actions in pursuance of the above referred laws, rules, regulations, guidelines, etc.,

having a major bearing on the Company s affairs.

Kolkata

August 28th, 2017 Dilip Kumar Sarawagi

Practicing Company Secretary

ACS No. :13020

C P No.: 3090

Notes of Secretarial Audit for F.Y. 2016-17

1. Maintenance of secretarial record is the responsibility of the management of the

Company. My responsibility is to express an opinion on these secretarial records

based on my audit.

2. All the verifications were done on test basis to ensure that correct facts are

reflected in secretarial audit.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 45

CEO / CFO CERTIFICATION

To

The Board of Directors

Eastern Gases Limited

Kolkata

Dear Members of the Board,

I, Ranjeet Kochar, Chief Financial Officer of Eastern Gases Ltd., responsible for the

finance function certify that:

a) I have reviewed the financial statements and the cash flow statements for the

year ended March 31, 2017 and to the best of my knowledge and belief;

i. These statements do not contain any materially untrue statement or omit any

material fact or contain statements that might be misleading;

ii. These statements together present a true and fair view of the Company s

affairs and are in compliance with the existing accounting standards, applicable

laws and regulations;

b) They are, to the best of my knowledge and belief, no transactions entered into by

the Company during the year which are fraudulent, illegal or violative of the

Company s Code of Conduct;

c) I, accept the responsibility for establishing and maintaining internal controls for

financial reporting and that I have evaluated the effectiveness of internal control

systems of the company pertaining to financial reporting and I have disclosed to

the Auditors and the Audit Committee, deficiencies in the design or operation of

such internal controls, if any, of which I am aware and the steps I have taken or

proposes to take to rectify these deficiencies.

d) I have indicated to the Auditors and the Audit committee:

i. Significant changes in internal control over financial reporting during the year;

ii. Significant changes in accounting policies during the year and that the same

have been disclosed in the notes to the financial statements; and

iii. Instances of significant fraud of which we have become aware and the

involvement therein, if any, of the management or an employee having a

significant role in the Company s internal control system over financial

reporting.

For Eastern Gases Limited

Kolkata (R.Kochar)

August 28th, 2017 Chief Financial Officer

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 46

Independent Auditor s Report

To the Members of EASTERN GASES LIMITED

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of EASTERN GASES

LIMITED ( the Company ) which comprise the Balance Sheet as at March 31, 2017, the

Statement of Profit and Loss, the Cash Flow statement for the year then ended, and a

summary of significant accounting policies and other explanatory information.

Management Responsibility for the Ind AS Financial Statements

The Company s Board of Directors is responsible for the matters stated in section

134(5) of the companies Act, 2013 ('the Act") with respect to the preparation of these

Ind AS financial statements that give a true and fair view of the financial position,

financial performance and cash flow of the company in accordance with the accounting

principles generally accepted in India, including the Accounting Standard Specified

under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

This responsibility also includes maintenance of adequate accounting records in

accordance with the provisions of the Act, for safeguarding the assets of the company

and for preventing and detecting frauds and other irregularities, selection and

application of appropriate accounting policies; making judgments and estimates that

are reasonable and prudent; and design, implementation and maintenance of adequate

internal financial control that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of

the Ind AS financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based

on our audit.

We have taken into account the provisions of the Act, and the Rules made there under

including the accounting and matters which are required to be included in the audit

report.

We conducted our audit in accordance with the Standards on Auditing specified under

section 143(10) of the Act. Those Standards and pronouncement require that we

comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the Ind AS financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts

and the disclosures in the Ind AS financial statements. The procedures selected depend

on the auditors judgment including the assessment of the risk s of material

misstatement of the Ind AS financial statements, whether due to fraud or error. In

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 47

making those risk assessments, the auditor considers internal financial control relevant

to the Company s preparation of the Ind AS financial statements that give a true and fair

view in order to design audit procedures that are appropriate in the circumstances but

not for the purpose of expressing an opinion on whether the Company has in place an

adequate internal financial controls system over financial reporting and the operating

effectiveness of such controls . An audit also includes evaluating the appropriateness of

the accounting policies used and the reasonableness of the accounting estimates made

by the Company s Directors ,as well as evaluating the overall presentation n of the Ind

AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations

given to us, the Ind AS financial statements give the information required by the Act in

the manner so required and give a true and fair view in conformity with the accounting

principles generally accepted in India, of the state of affairs of the company as at March

31, 2017, and its profit and its cash flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the companies (Auditor s Report) Order 2016 ( the order ) issued by

the central government of India in terms of sub-section (11) of Section 143 of the Act,

we give in the Annexure A a statement on the matters specified in paragraph 3 and 4 of

the order.

1. As required by section 143(3) of the Act, we report that:

a) We have sought obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purpose of our

audit;

b) In our opinion proper books of account as required by law have been kept by

the Company so far as appears from our examination of those books.

c) The Balance Sheet and Statement of Profit and Loss, and the Cash flow

statement dealt with by this Report are in agreement with the books of

account.

d) In our opinion, the aforesaid Ind AS financial Statement comply with the

Accounting Standards specified under section 133 of the Act, read with Rule

7 of the Companies(Accounts) Rules ,2014.

e) On the basis of written representations received from the directors as on

March 31, 2017, and taken on record by the Board of Directors, none of the

directors is disqualified as on March 31, 2017, from being appointed as a

director in terms of section 164(2) of the Act.

f) with respect to the adequacy of the internal financial controls over financial

reporting of the Company and the operating effectiveness of such controls,

refer to our separate report in Annexure B ; and

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 48

g) With respect to the other matters to be included in the Auditors Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,

in our opinion and to the best of our information and according to the

explanations given to us:

i) the Company does not have any major pending litigations as at March 31,

2017 which would impact its financial position.

ii) the Company did not have any long - term contracts including derivative

contracts for which there were any material foreseeable losses.

iii) there were no amounts which were required to be transferred to the

Investor Education and Protection Fund by the Company during the year

end.

iv) the Company has provided requisite disclosures in its Ind AS Financial

statements as to holdings as well as dealings in Specified Bank Notes during

the period from 8 November, 2016 to 30 December, 2016 and these are in

accordance with the books of accounts maintained by the Company. Refer

Note 13A to the Ind AS financial statements.

For C.B.C. & Associates

Chartered Accountants

F.R. No: 325794E

(Chinmaya Prasad Biswal)

Partner

Membership No. 065753

Place: Kolkata

Date: 30.05.2017

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 49

Annexure to the Auditors Report

The Annexure A referred to in our report to the members of EASTERN GASES LTD. for the year

ended on March 31, 2017. We report that:

(i) (a) The company is maintaining proper records showing full particulars, including quantitative

details and situation of fixed assets.

(b)The fixed assets have been physically verified by the management at reasonable intervals

and in our opinion it is reasonable considering the size of company and nature of asset no such

material discrepancies were noticed on such verification and if so, the same have been properly

dealt with in the books of account;

(c) The title deeds of immovable properties are held in the name of the company.

(ii) (a) Physical verification of inventory including stock with third parties has been conducted at

reasonable intervals by the management and if any material discrepancies were noticed on

physical verification, the same have been properly dealt with in the books of account;

(b) Debit and Credit balances are subject to confirmation.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, limited

liability partnerships or other parties covered in the register maintained under section 189 of

the Companies Act.

(iv) The company has not given any loans, investments, guarantees and security under the

provisions of section 185 and 186 of the Companies Act.

(v) The company has not accepted deposits, from the public within the meaning of sections 73 and

74 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) Maintenance of cost records has not been specified by the Central Government under sub-

section (1) of section 148 of the Companies Act.

(vii) (a) According to our information and explanation given to us and as per the records of the

company, the company has been regular generally regular in depositing the undisputed

statutory dues including provident fund, employees state insurance, income-tax, sales-tax,

service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues

with the appropriate authorities. There are no arrears of undisputed statutory dues of material

nature outstanding for a period of more than six months

(b) Dues of income tax or sales tax or service tax or duty of customs or duty of excise or value

added tax or cess have not been deposited on account of any dispute, then the amounts involved

and the forum where dispute is pending have been mentioned below-

Name of

Statute

Nature of Dues Amount

Involved

(Rs. in Lacs)

Period to

which the

amount

relates

Forum where

demand is pending

Income Tax

Act 1961

Income Tax 17.29 2005-06,

2006-07,

2007-08,

2010-11,

2011-12&

2013-14

Income Tax

Assessing Officer

West Bengal

Value Added

Tax Act,

2003

Value Added Tax 304.21 2009-10&

2010-11

WB CT A &R Board

The Central

Sales Tax

Act, 1956

Central Sales Tax 20.73 2008-09 &

2010-11

WB CT A &R Board

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 50

(A mere representation to the concerned Department is not considered as a dispute).

(viii) According to the information and explanations given to us and as per our verification of the

records of the company there had been delays/default in payment of installments and interest

on term loan/short term loan to the banks during six months ending 31st March 2017.

Repayment of term loan principal remain due and unpaid to the bank is Rs. 1.59 crs, for period

within six months as on year ending 31st March 2017. Repayment of interest remain due and

unpaid to the bank is Rs. 1.89 cr (approx..), for period of six months as on year ending 31st

March 2017. Disputed principle / interest have not been recognised and would be recognised on

settlement of dispute.

(ix) In our opinion, and accordance to the information and explanation given to us, the company has

not moneys raised by way of initial public offer or further public offer (including debt

instruments) and term loans during the year. The term loans have been applied, on an overall

basis for the purpose for which the loans were obtained.

(x) In our opinion, and accordance to the information and explanation given to us, we have not

came across any instance of material fraud by the company or any fraud on the company by its

officers or employees has been noticed or reported during the year, nor have been informed of

any such case by the management.

(xi) In our opinion, managerial remuneration has been paid or provided in accordance with the

requisite approvals mandated by the provisions of section 197 read with schedule V to the

Companies Act.

(xii) In our opinion and the information given by the management, the company is not the Nidhi

Company. The provisions of Companies (Auditors' Report) Order, 2016 Para 3 Clause (xii) is not

applicable to the company.

(xiii) In our opinion, and the information given by the management, all transactions with the related

parties are in compliance with section 177 and 188 of the Companies Act wherever applicable if

any.

(xiv) According to our information and explanation given to us and as per the records maintained, the

company has not made any preferential allotment or private placement of shares or fully or

partly convertible debentures during the year under review. The provisions of Companies

(Auditors' Report) Order, 2016 Para 3 Clause (xiv) is not applicable to the company.

(xv) According to our information and explanation given to us, the company has not entered into any

non- cash transactions with directors or persons connected with him. The provisions of

Companies (Auditors' Report) Order, 2016 Para 3 Clause (xv) is not applicable to the company.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India

Act, 1934. The provisions of Companies (Auditors' Report) Order, 2016 Para 3 Clause (xvi) is

not applicable to the company.

For C.B.C. & Associates

Chartered Accountants

F.R. No: 325794E

(Chinmaya Prasad Biswal)

Place: Kolkata Partner

Date: 30.05.2017 Membership No. 065753

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 51

ANNEXURE B TO THE AUDITORS REPORT.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section

143 of the Companies Act, 2013 ( the Act )

We have audited the internal financial controls over financial reporting of EASTERN

GASES LIMITED ( the Company ) as of March 31, 2017 in conjunction with our audit of

the Ind AS financial statements of the Company for the year ended on that date.

Management s Responsibility for Internal Financial Controls

The Company s management is responsible for establishing and maintaining internal

financial controls based on the internal control over financial reporting criteria

established by the Company considering the essential components of internal control

stated in the Guidance Note on Audit of Internal Financial Controls Over Financial

Reporting issued by the Institute of Chartered Accountants of India . These

responsibilities include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring the orderly and

efficient conduct of its business, including adherence to company s policies, the

safeguarding of its assets, the prevention and detection of frauds and errors, the

accuracy and completeness of the accounting records, and the timely preparation of

reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls

over financial reporting based on our audit. We conducted our audit in accordance with

the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the

Guidance Note ) and the Standards on Auditing, issued by ICAI and deemed to be

prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable

to an audit of internal financial controls, both applicable to an audit of Internal Financial

Controls and, both issued by the Institute of Chartered Accountants of India. Those

Standards and the Guidance 168 Note require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about

whether adequate internal financial controls over financial reporting was established

and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy

of the internal financial controls system over financial reporting and their operating

effectiveness. Our audit of internal financial controls over financial reporting included

obtaining an understanding of internal financial controls over financial reporting,

assessing the risk that a material weakness exists, and testing and evaluating the design

and operating effectiveness of internal control based on the assessed risk. The

procedures selected depend on the auditor s judgement, including the assessment of

the risks of material misstatement of the Ind AS financial statements, whether due to

fraud or error.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 52

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion on the Company s internal financial controls

system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to

provide reasonable assurance regarding the reliability of financial reporting and the

preparation of Ind AS financial statements for external purposes in accordance with

generally accepted accounting principles. A company's internal financial control over

financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of Ind AS

financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made only in accordance with

authorisations of management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorised

acquisition, use, or disposition of the company's assets that could have a material effect

on the Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial

reporting, including the possibility of collusion or improper management override of

controls, material misstatements due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls over financial

reporting to future periods are subject to the risk that the internal financial control over

financial reporting may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial

controls system over financial reporting and such internal financial controls over

financial reporting were operating effectively as at March 31, 2017, based on the

internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of

Chartered Accountants of India .

For C.B.C. & Associates

Chartered Accountants

F.R. No: 325794E

Place: Kolkata (Chinmaya Prasad Biswal)

Date: 30.05.2017 Membership No. 065753

Partner

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 53

Balance Sheet as at 31 March 2017

(Rs. in lacs)

Particulars Note No. 31-Mar-17 31-Mar-16

I. EQUITY AND LIABILITIES

(1) SHAREHOLDERS' FUND

(a) Share Capital 1 1,500.00 1,500.00

(b) Reserves and Surplus 2 1,921.28 1,831.22

(2) NON-CURRENT LIABILITIES

(a) Long Term Borrowings 3 859.25 1,070.03

(b) Other Long Term Liabilities 4 237.60 164.03

(c) Defered Tax Liability 24.3 126.23 112.63

(3) CURRENT LIABILITIES

(a) Short Term Borrowings 5 4,290.87 4,144.44

(b) Trade Payables

428.62 535.88

(c) Short Term Provisions 6 96.55 210.41

TOTAL

9,460.40 9,568.64

II. ASSETS

(1) NON-CURRENT ASSETS

(a) Fixed Assets

Tangible Assets 7 2,670.36 2,852.62

Capital WIP

29.18 2.29

(b) Non-Current Investments 8 185.90 9.11

(c) Other Non-Current Assets 9 4.93 49.64

(2) CURRENT ASSETS

(a) Inventories

1,271.41 617.00

(b) Trade Receivables 10 3,838.15 5,165.83

(c) Cash And Cash Equivalents 11 129.63 96.96

(d) Short Term Loans And Advances 12 1,307.20 751.22

(e) Other Current Assets 13 23.64 23.97

TOTAL 9,460.40 9,568.64

Significant Accounting Policies 21-22

Other Notes on Financial Statements 23-25

As per our report of even date

For C.B.C. & Associates For and on behalf of the Board

Chartered Accountants Eastern Gases Ltd.

(Registration No. 325794E)

(Chinmaya Prasad Biswal)

Partner Managing Director Director

Membership No. : 065753 (Sushil Kr. Bhansali) (Dharmandra Shaw)

Place : Kolkata (DIN: 00344931) (DIN: 07792987)

Date : 30th May, 2017

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 54

Profit and Loss Statement for the year ended 31st March 2017

(Rs. in lacs)

Particulars Note No 31-Mar-17 31-Mar-16

I. Revenue from operations 14 25,415.57

26,776.90

II. Other Income 15 147.40

105.13

III. Total Revenue (I +II) 25,562.97

26,882.03

Expenses:

Purchases of stock-in-trade 24,943.87 25,854.98

Change in inventories of stock-in-trade 16 (654.41) (494.62)

Employees benefits expense 17 79.03 64.48

Financial costs 18 930.74 791.71

Depreciation and amortisation expense 19 94.27 112.68

Other expenses 20 114.59 105.52

IV. Total Expenses

25,508.09 26,434.75

Profit Before Tax & Extra ordinary items

(III- IV) 54.88 447.28

Add : Extra Ordinary Items 41.82

-

V. Profit before tax 96.70 447.28

Tax expense:

(a) Current tax expense for current year

27.54 91.20

(b) Current tax expense relating to prior

years

- -

(c) Deferred tax

13.60 42.00

VI. Total Taxes

41.14

133.20

VII. Profit/(Loss) for the period (V-VI) 55.56

314.08

VIII. Earning per equity share:

Basic & Diluted (in Rs.) 0.37

2.09

Significant Accounting Policies 21-22

Other Notes on Financial Statements 23-25

As per our report of even date

For C.B.C. & Associates For and on behalf of the Board

Chartered Accountants Eastern Gases Ltd.

(Registration No. 325794E)

(Chinmaya Prasad Biswal)

Partner Managing Director Director

Membership No. : 065753 (Sushil Kr. Bhansali)

(Dharmandra

Shaw)

Place : Kolkata (DIN: 00344931) (DIN:07792987)

Date : 30th May, 2017

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 55

Cash Flow Statement for the year ended 31 March, 2017 (Rs. In lacs)

Particulars 31-Mar-2017 31-Mar-2016

A. Cash flow from operating activities

Net Profit / (Loss) before extraordinary items and tax 54.88 447.28

Adjustments for:

Depreciation and amortisation 138.85 112.68

Finance Cost 930.74 791.71

Interest Income (90.62) (67.61)

1033.86 1284.06

Operating profit / (loss) before working capital changes

Changes in working capital:

Adjustments for (increase) / decrease in operating assets:

Inventories (654.41)

(494.62)

Trade receivables 1327.68 243.97

Short-term loans and advances (585.33) 60.80

Other current assets 0.33 (3.14)

Adjustments for increase / (decrease) in operating

liabilities:

Trade payables (107.26)

(780.04)

Short-term provisions 2.01 2.01

(16.98) (971.02)

Cash generated from operations 1016.87 313.04

Net income tax (paid) / refunds (37.73) (13.73)

Net cash flow from / (used in) operating activities (A) 979.14 299.31

B. Cash flow from investing activities

Interest Income 90.62 67.61

Net Capital expenditure on fixed assets 88.79

(231.76)

Capital expenditure on LT Investments (176.79) -

Capital WIP (26.89) -

Other Non-Current Assets (0.68) 2.76

Net cash flow from investing activities (B) (24.95) (161.39)

C. Cash flow from financing activities

Finance Cost (930.74)

(791.71)

Other long term liabilities 73.57 13.97

Proceeds from Short term borrowings 146.43 676.48

Repayment of long-term borrowings (210.78)

(189.02)

Net cash flow from / (used in) financing activities (C) (921.52) (290.27)

Net increase / (decrease) in Cash and cash equivalents

(A+B+C)

32.67 (152.36)

Cash and cash equivalents at the beginning of the year 96.96 249.32

Cash and cash equivalents at the end of the year 129.63 96.96

As per our report of even date

For C.B.C. & Associates For and on behalf of the Board

Chartered Accountants Eastern Gases Ltd.

(Registration No. 325794E)

(Chinmaya Prasad Biswal)

Partner

Managing

Director

DDirector

Membership No. : 065753

(Sushil Kr.

Bhansali)

(Dharmandra

Shaw)

Place : Kolkata (DIN: 00344931) (DIN: 07792987)

Date : 30th May, 2017

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 56

Notes forming part of the financial statements

NOTE 1 - SHARE CAPITAL

(Rs. in lacs)

Particulars 31-Mar-17 31-Mar-16

Authorised

1,50,00,000 Equity Shares of Rs. 10/- Each 1,500.00 1,500.00

(P.Y 1,50,00,000 Equity Shares of Rs. 10/- Each)

Total

1,500.00

1,500.00

Issued, Subscribed & Fully Paid Up

1,50,00,000 Equity Shares of Rs. 10/- Each 1,500.00 1,500.00

(P.Y 1,50,00,000 Equity Shares of Rs. 10/- Each)

Total

1,500.00

1,500.00

Disclosure pursuant to Note no. 6(A)(d) of Part I of Schedule

III to the Companies Act, 2013

Particulars

Equity

Shares Amount

Numbers Rs.

Shares Outstanding at the Beginning of the year 15000000 150,000,000

Shares Issued During the year - -

Shares Brought Back during the year - -

Share Outstanding at the end of the year 15000000 150,000,000

Disclosure pursuant to Note no. 6(A)(E) & (G) of Part I of Schedule III to the

Companies Act, 2013

Terms & Rights attached to equity shares :

(i) The Company has only one class of Equity Shares having a par value of Rs.10/- per share. Each

holder of equity share is entitled to one vote per share.

(ii) In the event of liquidation of the company, the holders of Equity Shares will be entitled to

receive remaining assets of the company, after distribution of all preferential amounts. The

distribution will be proportionate to the number of Equity shares held by shareholders.

(iii) None of the shareholders are holding more than 5% of Equity Shares in the company.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 57

NOTE 2 - RESERVE & SURPLUS

(Rs. In lacs)

Particulars 31-Mar-17 31-Mar-16

Securities premium reserve 450.11 450.11

Profit and Loss Account

As per last Balance Sheet 1,381.11 1,101.53

Add: Profit for the year 55.56 314.08

1,436.67 1,415.61

Add/(Less): Appropriation:

Proposed Dividend on Equity Shares 30.00 (30.00)

[Rs.0.20 paisa (2015:Rs. Nil) per share]

Dividend Distribution Tax on Proposed Dividend 4.50 (4.50)

1,471.17 1,381.11

Total 1,921.28 1,831.22

NOTE 3- LONG TERM BORROWINGS

Particulars 31-Mar-17 31-Mar-16

Term Loans

from Banks - Secured* 642.10 870.02

from other parties - Unsecured 217.15 200.01

Total 859.25 1,070.03

* The same is secured by Equitable Mortgage on the Company's immovable Property at both

present and future at Bangalore & Hyderabad and Guaranteed by a Director.

Term Loans repayment in five years including moratorium period.

NOTE 4 - OTHER LONG-TERM LIABILITIES

Particulars 31-Mar-17 31-Mar-16

Security Deposit/ Performance Deposit 237.60 164.03

Total 237.60 164.03

NOTE 5 - SHORT TERM BORROWINGS

Particulars 31-Mar-17 31-Mar-16

Secured

Loans repayable on demand from banks* 6,270.87 4,144.44

Less: Cheque in Hand / bank 1980.00 -

Total 4,290.87

4,144.44

* The Loan is secured by first charge over current assets of the company as well as against

companies immovable fixed assets at Durgapur including equitable mortgage of land ,

Guaranteed by a Director.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 58

NOTE 6 - SHORT TERM PROVISIONS

(Rs. In lacs)

Particulars 31-Mar-17 31-Mar-16

(a) Provision for employee benefits 0.97 0.65

(b) Others:

TDS Payable 4.28 0.81

Other Taxes Payable 0.10 1.88

Proposed Dividend on Equity Shares - 30.00

Dividend distribution tax on Proposed Dividend - 4.50

Provision for Taxation 91.20 172.57

Total 96.55 210.41

NOTE 7 - FIXED ASSETS

Particulars of Depreciation as per Company Act 2013

Gross Block Depreciation & Other Reduction Net Block

Fixed Assets As at

01.04.2

016

Addition

s/

(Disposa

ls)

As at

31.03.201

7

As at

01.04.2

016

Depreci

ation

for the

year

Adjus

t-

ment

s

Sal

es

of

Ass

et

As at

31.03.2

017

As at

31.03.2

017

As at

31.03.2

016

Tangible Assets

A. Land & Development - Leasehold

637.32

1.11

638.43

0.51

-

-

-

0.51

637.92

636.81

B. Building

632.16

632.16

135.43 16.59

-

-

152.02

480.14

496.73

C. Plant , Machinery and Equipment

1,994.39

8.53

2,002.92

398.01

75.98

- -

473.99

1,528.93

1,596.38

D. LPG Cylinders

272.20

50.34

322.54

173.38

149.16

-

322.54

(0.00)

98.82

E. Furniture and Fixtures

0.67

-

0.67

0.34

0.02

-

-

0.36

0.31

0.33

F. Vehicles & Motor car

67.59

-

67.59

49.90

0.59

-

-

50.49

17.10

17.69

G. Office Equipments

20.10

0.39

20.49

14.23

0.28

-

-

14.51

5.98

5.87

Total 3,624.43

60.37

3,684.80

771.80

93.47

149.16

-

1,014.42

2,670.36

2,852.62

-

Previous year 3393.14 231.28 3,624.42 659.12 112.68

771.80

2,852.62 2734.02

Notes As per the requirement of Companies Act 2013, effective from 1st April 2014,the company have charged

depreciation based on estimated life as mentioned in schedule II

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 59

NOTE 8 -NON CURRENT INVESTMENTS

(Rs. in Lacs)

Particulars 31-Mar-17 31-Mar-16

Other Investments in shares at cost 185.90 9.11

ASIA LPG PVT LTD (30600 Equity Shares)

Total 185.90 9.11

NOTE 9 -OTHER NON CURRENT ASSETS

Particulars 31-Mar-17 31-Mar-16

Unamortised Expenses

(a) Prepaid Expenses 4.25 49.64

(b) Preliminary expenses W/off 0.68 -

Total 4.93 49.64

NOTE 10 - TRADE RECEIVABLES

Particulars 31-Mar-17 31-Mar-16

Trade receivables outstanding for a period less than six

months from the date they are due for payment

Unsecured, considered good 3789.46 5,117.14

Total 3,789.46 5,117.14

Trade receivables outstanding for a period exceeding six

months from the date they are due for payment

Unsecured, considered good 49.92 49.92

Less: Provision for doubtful debts 1.23 1.23

Total 48.69 48.69

Total 3,838.15 5,165.83

NOTE 11 - CASH AND CASH EQUIVALENTS

Particulars 31-Mar-17 31-Mar-16

(a) Balances with banks

(i) In current accounts 25.83 1.79

(ii) In deposit accounts - 0.80

(iii) In earmarked accounts

- Balances held as margin money or security against

borrowings 89.45 90.25

(b) Cash on hand 14.35 4.12

Total 129.63 96.96

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 60

NOTE 12 - SHORT TERM LOAN AND ADVANCES

(Rs. In lacs)

Particulars 31-Mar-17 31-Mar-16

(a) Security deposits

Unsecured, considered good 42.26 42.00

(b) Loans and advances to employees

Unsecured, considered good 78.36 101.59

(c) Balances with government authorities

(i) CENVAT credit receivable 5.17 3.83

(ii) Sales Tax adv./input 6.78 12.05

(iii) Service Tax adv. 4.32 0.15

(iv) IT Refundable 7.73 7.73

(v) TDS 16.68 8.64

(vi) Advance with I T Dept 7.50 44.89

(vii) Fringe Benefit Tax Refundable 0.32 0.32

(d) Advances receivable in cash or

in kind or for value to be received

Unsecured, considered good 1,138.08 530.02

Total 1,307.20 751.22

NOTE 13 - OTHER CURRENT ASSETS

Particulars 31-Mar-17 31-Mar-16

(a) Accruals

(i) Interest accrued on deposits 23.64 23.97

Total 23.64 23.97

NOTE 13A - Details of Specified Bank Notes (SBN) held and transacted during the period

from 08.11.2016 to 30.12.2016

Particulars SBNs

Other

Denomination

notes

Total

Closing Cash on hand as at 08.11.2016 1,700,000 681,089 2,381,089

Add: Permitted Receipt - 539,366 539,366

Less: Permitted Payments - 288,008 288,008

Less: Amount Deposited in Banks 1,700,000 40,500 1,740,500

Closing Cash on hand as at 30.12.2016 - 891,947 891,947

NOTE 14 - REVENUE FROM OPERATIONS

(Rs. in lacs)

Particulars 31-Mar-17 31-Mar-16

Gross Sales 25,415.57 26,776.90

Less: Taxes

Excise duty - -

Sales tax - -

Net sales 25,415.57 26,776.90

Total 25,415.57 26,776.90

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 61

NOTE 15 - OTHER INCOME

Particulars 31-Mar-17 31-Mar-16

Interest Received 90.62 67.61

Bottling Income 42.81 34.78

Other Misc. Income 13.97 2.74

Total 147.40 105.13

NOTE 16 - CHANGES IN INVENTORIES OF STOCK-IN-TRADE

Particulars 31-Mar-17 31-Mar-16

Inventories at the end of the year:

Stock-in-trade 1,271.41 617.00

Inventories at the beginning of the year:

Stock-in-trade 617.00 122.38

Net (increase) / decrease (654.41) (494.62)

NOTE 17 - EMPLOYEE BENEFITS EXPENSE

Particulars 31-Mar-17 31-Mar-16

(a) Salaries and wages

(i) Employees Salaries & wages 60.92 45.41

(ii) Salary to director 15.96 15.96

(b) Contributions to

(i) Provident Fund 1.36 0.93

(ii) Gratuity - 0.92

(iii) ESI 0.38 0.44

(c) Staff welfare expenses 0.41 0.82

Total 79.03 64.48

NOTE 18 - FINANCE COSTS

(Rs. in lacs)

Particulars 31-Mar-17 31-Mar-16

(a) Interest expense

Interest on car loan 0.00 0.09

Interest on Loan 793.63 585.22

Interest on Term Loan 50.18 114.21

(b) Other financial costs 86.93 92.19

Total 930.74 791.71

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 62

NOTE 19 - DEPRECIATION & AMORTISATION EXPENSE

Particulars 31-Mar-17 31-Mar-16

Depriciation for the year 93.47 112.68

Amortisation expenses 0.80 -

Total 94.27 112.68

NOTE 20 - OTHER EXPENSES

Particulars 31-Mar-17 31-Mar-16

Audit Fees 0.17 0.17

Advertisement 1.28 0.33

Commission 1.55 4.06

Hotel, Boarding & Lodging 0.03 0.12

Insurance 0.90 0.51

Misc.Exp

a. Legal & Professional Charges/Fees 11.78 3.75

b. Packing / Loading & Unloading 38.70 44.52

c. Security and other Expenses 11.97 12.87

d. General & Other Expenses: 10.64 3.68

Power & Fuel

a. Car Running 4.39 1.47

b. H.V. Running & Maintenance 0.77 4.72

c. Electricity & Fuel 6.69 6.09

Rates & Taxes, excluding taxes on income

Rates & Taxes 9.30 6.93

Rent & Maintenenace 5.36 5.52

Repairs to building 0.44 0.40

Repairs to machinery 3.59 6.19

Sales Promotion including publicity 0.37 0.01

Telephone 1.24 1.27

Travelling Expenses 5.42 2.91

Total 114.59 105.52

Notes forming part of the financial statements

Note Particulars

21 Corporate information

The company is engaged primarily in the business of Bottling, trading and Retailing of LPG

and General goods bulk supplies.

22 Significant accounting policies

"The Company is a Small and Medium Sized Company as defined in the General Instructions

in respect of Accounting Standards notified under the Companies (Accounting Standards)

Rules, 2006 (as amended). Accordingly, the Company has complied with the Accounting

Standards as applicable to a Small and Medium Sized Company."

22.1 Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the

Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the

Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as

amended) and the relevant provisions of the Companies Act, 2013. The financial statements

have been prepared on accrual basis under the historical cost convention.

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 63

22.10 Employee benefits

Employee benefits include provident fund, superannuation fund, gratuity fund,

compensated absences, long service awards and medical benefits.

Defined contribution plans

The Company's contribution to provident fund is considered as defined contribution plans

and are charged as an expense as they fall due based on the amount of contribution

required to be made.

22.2 Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the

Management to make estimates and assumptions considered in the reported amounts of

assets and liabilities (including contingent liabilities) and the reported income and expenses

during the year. The Management believes that the estimates used in preparation of the

financial statements are prudent and reasonable. Future results could differ due to these

estimates and the differences between the actual results and the estimates are recognised in

the periods in which the results are known / materialise.

22.3 Inventories

Inventories are valued at the lower of cost (on FIFO / weighted average basis) and the net

realisable value after providing for obsolescence and other losses, where considered

necessary. Cost includes all charges in bringing the goods to the point of sale, including octroi

and other levies, transit insurance and receiving charges. Work-in-progress and finished

goods include appropriate proportion of overheads and, where applicable, excise duty.

22.4 Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-

term balances (with an original maturity of three months or less from the date of acquisition),

highly liquid investments that are readily convertible into known amounts of cash and which

are subject to insignificant risk of changes in value.

22.5 Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before

extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and

any deferrals or accruals of past or future cash receipts or payments. The cash flows from

operating, investing and financing activities of the Company are segregated based on the

available information.

22.6 Depreciation and amortisation

Depreciation has been provided on the straight-line method as per the rates calculated on

basis of life estimates prescribed in Schedule II to the Companies Act, 2013.

Leasehold land is yet to be amotised

22.7 Revenue recognition

Sale of goods

Sales are recognised, net of returns and trade discounts, on transfer of significant risks and

rewards of ownership to the buyer, which generally coincides with the delivery of goods to

customers. Sales exclude excise duty, sales tax and value added tax.

22.8 Other income

Interest & Other income is accounted on accrual basis.

22.9 Tangible fixed assets

Fixed assets, are carried at cost less accumulated depreciation and impairment losses, if any.

The cost of fixed assets includes interest on borrowings attributable to acquisition of

qualifying fixed assets up to the date the asset is ready for its intended use and other

incidental expenses incurred up to that date. Machinery spares which can be used only in

connection with an item of fixed asset and whose use is expected to be irregular are

capitalised and depreciated over the useful life of the principal item of the relevant assets.

Subsequent expenditure relating to fixed assets is capitalised only if such expenditure results

in an increase in the future benefits from such asset beyond its previously assessed standard

of performance.

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Annual Report 2016-17 64

Defined benefit plans

For defined benefit plans in the form of gratuity fund the company has made arrangement

with Life Insurance Corporation of India.

22.11 Borrowing costs

Borrowing costs include interest, amortisation of ancillary costs incurred. Costs in

connection with the borrowing of funds to the extent not directly related to the acquisition

of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the

loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the

period from commencement of activities relating to construction / development of the

qualifying asset upto the date of capitalisation of such asset is added to the cost of the

assets.

22.12 Segment reporting

The Company identifies primary segments based on the dominant source, nature of risks

and returns and the internal organisation and management structure. Being Primarily the

trading nature of business hence company don t prepare segment reporting

22.13 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the

post tax effect of extraordinary items, if any) by the weighted average number of equity

shares outstanding during the year. Diluted earnings per share is same as company has no

dilutive potential equity shares.

22.14 Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in

accordance with the provisions of the Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future

economic benefits in the form of adjustment to future income tax liability, is considered as

an asset if there is convincing evidence that the Company will pay normal income tax.

Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that

future economic benefit associated with it will flow to the Company.

Deferred tax is recognised on timing differences, being the differences between the taxable

income and the accounting income that originate in one period and are capable of reversal

in one or more subsequent periods. Deferred tax is measured using the tax rates and the

tax laws enacted or substantially enacted as at the reporting date. Deferred tax assets in

respect of unabsorbed depreciation and carry forward of losses are recognised only if there

is virtual certainty that there will be sufficient future taxable income available to realise

such assets. Deferred tax assets are reviewed at each Balance Sheet date for their

realisability.

22.15 Impairment of assets

The carrying values of assets / cash generating units at each Balance Sheet date are

reviewed for impairment. If any indication of impairment exists, the recoverable amount of

such assets is estimated and impairment is recognised, if the carrying amount of these

assets exceeds their recoverable amount. The recoverable amount is the greater of the net

selling price and their value in use. Value in use is arrived at by discounting the future cash

flows to their present value based on an appropriate discount factor. When there is

indication that an impairment loss recognised for an asset in earlier accounting periods no

longer exists or may have decreased, such reversal of impairment loss is recognised in the

Statement of Profit and Loss, except in case of revalued assets.

22.16 Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past

events and it is probable that an outflow of resources will be required to settle the

obligation in respect of which a reliable estimate can be made. Contingent liabilities are not

recognised but are disclosed in the Notes. Contingent Assets are neither recognized nor

disclosed in the financial statements.

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Annual Report 2016-17 65

22.17 Balances

Balances of Sundry Debtors, Unsecured Loan & Advances and Sundry Creditors are subject

to the confirmation and reconciliation.

22.18

Service tax input credit

Service tax input credit is accounted for in the books in the period in which the underlying

service received is accounted and when there is no uncertainty in availing / utilising the

credits.

22.19 Other Notes

The deposit shown in the Balance Sheet is the trade deposit which will not attract the

provisions of Section 73-76 of the Companies Act, 2013.

Note 23 Additional information to the financial statements

Note Particulars 31-Mar-2017 31-Mar-2016

Rs. In lacs Rs. In lacs

23.1 Contingent liabilities

(a) Bank Guarantee issued and effective 601.00 600.00

23.2 Disclosure under Section 22 of the Micro, Small and Medium Enterprises Development

Act, 2006

There has been no dues to Micro and Small Enterprises which have been determined to the

extent such parties have been identified on the basis of information collected by the

Management. This has been relied upon by the auditors.

23.3 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

The company has no Loans and advances in the nature of loans given to subsidiaries,

associates and others and investment in shares of the Company by such parties.

Note 24 Disclosures under Accounting Standards

Note Particulars

24.1 Related party transactions

Description of relationship Name Details of transaction Amount-Rs in

lacs

Managing Director Mr.

S.K.Bhansali

Remunaration 15.96 (P.Y.-

15.96)

Note: Related parties have been identified by the Management.

24.2 Earnings per share For the year ended

31/03/2017

For the year

ended

31/03/2016

Profit for the year (after tax) Rs. 5,555,928 Rs. 31,408,000

Weighted average number of equity shares 15,000,000 15,000,000

Face value per share Rs.10 Rs.10

Basic/Diluted Earnings per share 0.37 2.09

24.3 Deferred Tax Liability Amount in Rs. Amount in Rs.

Opening Balance 11,263,612 7,063,272

Terminating during the year - -

Timing Difference created 1,360,000

4,200,340

Net deferred tax

asset/(liability)

12,623,612 11,263,612

The Company has recognised deferred tax liabilites on unabsorbed depreciation and brought

forward business losses based on the Management's estimates of future profits considering

the customer orders received by the Company.

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Annual Report 2016-17 66

24.4 The Company has acquired 29,100 Equity Shares of Asia LPG Pvt. Ltd. during the year as on

31.03.2017.The Company has not Consolidated the Balance Sheet due to the documents ,

Certificates and papers were not received in time as on the balance sheet date.

Note 25 Previous year's figures

Note Particulars

25 Previous year's figures have been regrouped / reclassified wherever necessary to

correspond with the current year's classification / disclosure.

As per our report of even date

For C.B.C. & Associates

For and on behalf of the Board

Chartered Accountants

Eastern Gases Ltd.

(Registration No. 325794E)

(Chinmaya Prasad Biswal)

Partner

Managing Director Director

Membership No. : 065753

(Sushil Kr. Bhansali)

(Dharmandra

Shaw)

Place : Kolkata

(DIN: 00344931)

(DIN:

07792987)

Date : 30th May, 2017

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 67

ATTENDANCE SLIP

(Please complete this form and hand it over at the entrance)

Annual General Meeting held on Monday, 25th

day of September, 2017 at 11:00 A.M. at Smriti

Charitable Medical Centre, 81, K.P.Roy Lane, Haltu, Kolkata – 700078.

Name of the attending Member

(in Block Letters)

Member’s Folio Number / Client ID &

DP ID

No of shares held

Name of Proxy (in Block Letters)

to be filled in if the Proxy attends

instead of the Member)

I / We hereby record my/ our presence at the Annual General Meeting being held at on Monday, 25th

day of

September, 2017 at 11:00 A.M. at Smriti Charitable Medical Centre, 81, K.P.Roy Lane, Haltu, Kolkata – 700078 in

respect of such resolutions as are indicated herein below:

Item

No.

Resolution For Against

Ordinary Business

1. Adoption of Statement of profit & loss,

Balance Sheet , Report of Board of

Directors and Auditors for Financial

year ended March 31’ 2017

2 Re-appointment of Director in place of

retiring director

3 Ratification of Auditor

Special Business

4 Regularizing the appointment of

Additional Director as Non-Executive

Independent Director

Signed this ………..................................................day of …....................................., 2017

Signature of Member(s)....................................................................................................... ...................

Signature of proxy holder(s)

...................................................................................................................`

Signature of the Shareholder /

Please ( ) in the box

MEMBER PROXY

Signature of Member / Proxy

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 68

Form MGT 11

FORM OF PROXY

Pursuant to Section 105 (6) of the companies act 2013 and Rules 19(3) of Companies

(Management and Administration Rules, 2014)

Name of

the

member(s)

Email Id

Address: Folio

No/

*Client

Id

*DP Id:

I/We being the member(s) of.............shares of Eastern Gases Limited, hereby appoint:

1) ___________________ of______________________________having email id____________or failing

him

2) ___________________ of______________________________having email id ____________or failing

him

3) ___________________ of______________________________having email id_____________

and whose signature(s) are appended below as my /our proxy to attend and vote (on

a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company

to be held on Monday, 25th day of September, 2017 at 11:00 A.M. at Smriti Charitable

Medical Centre, 81, K.P.Roy Lane, Haltu, Kolkata – 700078

Dated this ……….day of ………………………., 7

Signature of Shareholder/First named holder

Signature of first Proxy holder Signature of second Proxy holder Signature of third Proxy holder

Note:

(1) This form of proxy in order to be effective should be duly completed and deposited at the Registered

Office of the Company, not less than 48 hours before the commencement of the Meeting.

(2) A Proxy need not be a member of the Company.

(3) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate

not more than 10% of the total share capital of the Company carrying voting rights. A member

holding more than 10% of the total share capital of the Company carrying voting rights may appoint

a single person as proxy and such person shall not act as a proxy for any other person or

shareholder.

(4) Appointing a proxy does not prevent a members from attending the meeting in person if he so

wishes.

(5) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the

joint holders should be stated.

Re.1/-

Revenue

Stamp

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Annual Report 2016-17 69

ROAD MAP TO THE VENUE OF AGM OF EASTERN GASES LIMITED

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Eastern Gases Limited CIN: L40200WB1995PLC068251

Annual Report 2016-17 70

If undelivered, please return to:

Eastern Gases Ltd. - 43 Palace Court, 1 Kyd Street, Kolkata 700 016