you r fu el , our co mmi tm ent - eastern gases … r fu el , our co mmi tm ent . ... mr. manish...
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YOUR FUEL, OUR COMMITMENT
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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
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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
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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] /
Website : www.eastgas.in
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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."
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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
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
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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.
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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.
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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
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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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Eastern Gases Limited CIN: L40200WB1995PLC068251
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
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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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Eastern Gases Limited CIN: L40200WB1995PLC068251
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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Eastern Gases Limited CIN: L40200WB1995PLC068251
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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Eastern Gases Limited CIN: L40200WB1995PLC068251
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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Eastern Gases Limited CIN: L40200WB1995PLC068251
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