southern gas ltd Directors report


<dhhead>DIRECTORS REPORT</dhhead>

( Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended )

Dear Members,

The Board of Directors of your Company are pleased to present the Fifty Ninth (59th) Annual Report on the business and operations of the Company along with Companys Standalone Audited Financial Statements for the Financial Year ended on 31st March, 2023.

1. Financial Highlights :

The Audited Financial Statement of the Company as on 31st March, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013.

The summarised highlights of the Companys financial performance for the period under review are as follows :

X in lakhs

Particulars

FINANCIAL YEAR 2022-23

FINANCIAL YEAR 2021-22

Income:
Revenue from Operation

3593.41

4163.94

Other Income

72.85

56.70

Expenses

3550.52

3828.19

Profit Before Depreciation & Tax

282.54

545.08

Less: Depreciation

166.80

152.63

Profit Before Tax (PBT)

115.74

392.45

Less: Provision for Taxation : Current Tax

45.31

117.51

Deferred Tax

(10.60)

6.19

Profit After Tax

81.03

268.74

Other Comprehens ive Income

(3.37)

3.34

Net Profit

77.65

272.09

 

2. Financial Performance/State of Company Affairs:

• Total income of the Company for Financial Year ended on 31st March, 2023 stood at INR. 3,666.26 Lakhs (INR. 4,220.64 Lakhs in Financial Year ended on 31st March, 2022).

• Profit from continuing operations before Interest, Depreciation, and Exceptional Items & Tax stood at InR. 286.87 Lakhs at the Financial Year ended on 31st March, 2023.

• Profit from continuing operations before Tax (PBT) stood at INR. 115.74 Lakhs and Profit from continuing operations After Tax (PAT) stood at INR. 81.03 Lakhs. Net profit for the period Financial Year ended on 31st March, 2023 stood at INR. 77.65 Lakhs.

Your Company turnover INR. 3593.41 Lakhs during the year under review as against INR 4163.94 Lakhs during the last Financial Year ended on 31st March, 2022, hence aggregate turnover decreased by 13.70% as compared to last year and the aggregate net profit of the company decreased by 71.46% as compared to last year.

3. Declaration of Dividend

Based on the Companys performance, your Board of Directors are pleased to recommend, for the approval of the members, a Dividend of INR. 50/- per equity share (50%) on the face value of INR. 100/- each, aggregating INR.11.25 Lakhs for the Financial Year ended 31st March, 2023. The dividend payout is subject to the approval of members at the ensuing 59th Annual General Meeting.

4. Transfer to General Reserve

During the year under review, Your Company has transferred INR. 20,00,000/- to the General Reserve Account.

5. Share Capital of the Company and Changes Therein :

During the Financial Year 2022-23, there was no public issue, rights issue, bonus issue or preferential issue etc was made by the Company.

The Authorised Share Capital of the Company (INR. 50,00,000/- (Rupees Fifty Lakhs Only) consisting of 50,000 equity shares of INR. 100/- each). And the Paid- up Share Capital of the Company (INR. 22,50,000/- (Rupees Twenty Two Lakhs Fifty Thousands Only) consisting of 22,500 equity shares of INR. 100/- each fully paid up).

6. Listing of Shares

The Equity Shares of the Company are Listed in BSE limited.

The applicable annual listing fees have been paid to the Stock Exchange i.e. BSE limited within the prescribed time period as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. Credit Rating

During the year under review, the Company did not avail any credit rating agency service; hence rating of the Company is not available for the Financial Year ended on 31st March, 2023.

8. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven year.

Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account created by the IEPF Authority. Accordingly, the Company was required to transfer the unclaimed and unpaid dividends and shares from time to time as per the requirements of the IEPF rules, details of which are provided on our website.

9. Directors and Key Managerial Personnel

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, that will help us retain our competitive advantage.

The composition of board & key managerial personnel (KMP) as on 31st March 2023, changes during the year & changes after the closure of financial year up to the date of signing of this report are annexed as Annexure - C to this Report.

In compliance with the requirements of the Listing Regulations, your Company has conducted a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility and changes in impact of SEBI Regulations as Directors, working of the Company, nature of the industry in which the Company operates, business model etc.

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and they have complied with all the requirements mentioned in the aforesaid code. In the opinion of the Board, the independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

Changes in Directors & KMP are as under a) Appointment/Re-appointment of Directors:

i. Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and Articles of Association of the Company, Mr. Motilal Sanvlo Keny (DIN: 06813111), Director of the Company, retires by rotation, and being eligible, has offered himself for re-appointment at the 59th Annual General Meeting.

Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment. A resolution seeking shareholders approval for his reappointment as set out in Item No. 3 of the accompanied Notice.

Brief details of Mr. Motilal Sanvlo Keny (DIN: 06813111), Directors proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations and the applicable Secretarial Standards, are provided in Annexure-A in the Notice of the 59th Annual General Meeting.

ii. Appointment of Mr. Ninad Gurudas Kamat (DIN: 09611972) & Mr. Govind Vithal Kamat (DIN: 09614134)as an Independent Directors

Pursuant to the provisions of Section 161 of the Companies Act, 2013, the Board of Directors in their 01/2022-23 Board Meeting held on 27th May, 2022, based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of Mr. Ninad Gurudas Kamat (DIN: 09611972) & Mr. Govind Vithal Kamat (DIN: 09614134), as an Additional Director categorised as Non-Executive Director of the Company with immediate effect, whose term of office expires at last 58th Annual General Meeting.

And thereafter, pursuant to the provisions of Sections 149, 150, 152 of the Companies Act, 2013 both were appointed as an Non-Executive Independent Director of the Company with the approval of the members of the Company in the 58th AGM, to hold office for a term of 5 consecutive years from the date of members approval at 58th AGM till the conclusion of 63rd AGM to be held in the year 2027.

iii. Re-appointment of Mr. Purushottam Sitaram Mantri (DIN: 06785989) as an Independent Directors

The present term of Mr. Purushottam Sitaram Mantri (DIN: 06785989), Independent Directors would end on 10th February 2024. He is eligible for re-appointment for another term of up to 5 years subject to approval of Members through special resolution. The Board of Directors on the recommendation of the NRC has recommended his re- appointment for a further term of 5 years subject to the approval of the Shareholders.

iv. Death of Mr. Anbunathan Murugaian (DIN: 02533205)and cessation of directorship):

The directorship of Late Mr. Anbunathan Murugaian (DIN: 02533205) has ended on the date of his demise i.e., on 8th December, 2022. And the company has filed the e-form DIR-12 with the Registrar of Companies, Ministry of Affairs as required by the Companies Act, 2013 and rules made thereunder in this regard.

v. Retirement of CFO :

Mr. Sugavanam Srinivasan, who was appointed as Chief Finance Officer of the company as on 11th June, 2021 and has achieved his superannuation as on 10th August, 2023 and requested the company to relive him from his duties at the close of the office hours on 10th August, 2023. And thereby the company has accepted his retirement with effect from date of his retirement.

10. Declaration by Independent Directors

All Independent Directors of the Company have submitted requisite declaration to the Company at the First Board Meeting of the Financial Year 2023-24 confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations; and (ii) are compliant of the Code of Conduct laid down under Schedule IV of the Companies Act, 2013.

All the Directors have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority. Further, all the Independent Directors have in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, confirmed that they have registered themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs.

11. Meetings of the Board

The Company has conducted Four (4) Board Meetings during the Financial Year ended 31st March, 2023. For further details, please refer Annexure - C to this Report. The intervening gap between the two Board Meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. Meetings of Shareholders

During the Financial Year ended 31st March, 2023, the shareholders met one time on 22nd September, 2022 in the 58th Annual General Meeting of the Company.

13. Audit Committee

For constitution and other details of the Audit Committee, please refer Annexure - C to this Report. All the recommendations made by the Audit Committee were accepted by the Board during the Financial Year.

14. Independent Directors Meeting

During the year under review, an Independent Directors meeting was held on 10th February, 2023 in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

15. Policy on Directors Appointment & Remuneration :

Pursuant to provisions of the Act, the Nomination and Remuneration Committee (NRC) of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management, and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes, and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

The Current Policy of the Company is to have an appropriate mix of Executive, Non-Executive, and Independent Directors to maintain the balance of the Board and separate its functions of governance and management.

16. Performance Evaluation of the Board of Directors, its Individual Members, and its Committees:

In order to ensure that the Board and Board Committees are functioning effectively and to comply with statutory requirements, the annual performance evaluation of the Board, Board Committees and Individual Directors was conducted during the Financial Year ended on 31st March, 2023. The evaluation was carried out based on the criteria and framework approved by the Nomination and Remuneration Committee (NRC).

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and of the Chairman of the Company was evaluated, taking into account the views of executive Directors and Non - Executive Directors. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

17. Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, your Directors, to the best of their knowledge and ability, hereby confirm that :

(i) In the preparation of the annual accounts for the Financial Year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

(ii) That they have selected such accounting policies and applied them consistently and made judgements, and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and the Statement of Profit and Loss of the company for year ended on that date;

(iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That they have prepared the annual accounts for Financial Year ended 31st March, 2023 on a going concern basis;

(v) That they have laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; &

(vi) That they had devised proper systems in place to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has in place adequate Internal Financial Controls for ensuring the orderly and efficient conduct of its business. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

19. Particulars of Loans given, Investments made, Guarantees given and Securities provided

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Notes No. 2.02 & 2.03 to the Financial Statements provided in this Annual Report.

20. Details of difference between valuation amount on One-Time Settlement and valuation while availing loan from Banks and Financial Institutions: During the year under review there were no instances of One-Time Settlements.

21. Contracts and Arrangements with Related Parties

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the Financial Year ended on 31st March, 2023 were in the ordinary course of business and on basis of arms length pricing and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in form AOC-2 is not applicable.

All the Related Party Transactions are reviewed by the Audit Committee on a quarterly basis and they have provided an omnibus approval for all Related Party Transactions which are within its purview.

The information on Related Party Transactions, forming part of this Report, is provided in Note 2.36 of Annual Financial Statement for the Financial Year ended on 31st March, 2023.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided as Annexure - B and forms an integral part of this Report.

23. Risk Management

The Risk Management Committee of the Board has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

24. Vigil Mechanism/ Whistle Blower Policy

The Company is committed to foster an environment of honest and open communication and discussion, consistent with the values. The Company has formulated a Whistle-Blower Policy, which lays down the process to convey genuine concerns to the Management and seek resolution towards the same without fear of retaliation. This policy covers reporting of any violation, wrongdoing, or non-compliance, including without limitation, those relating to the Code of Conduct, policies and standard procedures of the Company, and any incident involving leak or suspected leak of Unpublished Price Sensitive information (UPSI) or unethical use of UPSI in accordance with (or under) the SEBI (Prohibition of Insider Trading) Regulations, 2015. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects every employee/director of the Company who intend to raise a concern about serious irregularities within the Company. The Chairperson of the Audit Committee of the Company looks into the complaints raised in this regard.

25. Auditors and Auditors Report Statutory Auditors :

In the 58th AGM of the Company, Members were appointed M/s. M. R. Hegde & Associates, Chartered Accountants, Margao-Goa (Firm Registration No.: 122538W), as a Statutory Auditors of the Company for a period of 5 years from 58th AGM till 63rd AGM of the Company as per the applicable provisions of the Companies Act, 2013 and rules made thereunder. Report of Statutory Auditors :

There has been no qualifications, reservations, adverse remark or disclaimer remark given by the Auditors in their Audit Report and the same does not require any comments and explanations.

The Report given by the Auditors on the Financial Statements of the Company for the Financial Year ended 31st March, 2023 is the Part of this 59th Annual Report. Instances of Frauds Reported by the Statutory Auditors :

There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

Secretarial Auditors

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and remuneration of Managerial

Personnel) Rules, 2014, as amended, the Board of Directors of the Company at their 01/2022-23 Board Meeting held on Friday, 27th May, 2022 had appointed Mr. Vilas Sambhaji Hajare (ACS:21177), Practicing Company Secretaries, Goa, as the Secretarial Auditor of the Company for conducting the secretarial audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended 31st March, 2023 is enclosed as Annexure - D and forms an integral part of this Report.

The observations and comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further comments under Section 204(3) of the Act.

Further the Board of Directors of the Company at their 02/2023-24 Board Meeting held on Friday, 11th August, 2023 had re-appointed Mr. Vilas Sambhaji Hajare (ACS:21177), Practicing Company Secretaries, Goa, to conduct the secretarial audit of the Company for the Financial Year 2023-24.

Internal Auditors

Pursuant to the Provisions of Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors of the Company at their 01/2022-23 Board Meeting held on Friday, 27th May, 2022 had appointed M/s Varma & Varma, Chartered Accountants, Hyderabad (Firm Registration Number: 004532S), as an Internal Auditor of the Company for conducting the Internal audit of the Company for the Financial Year 2022-23.

Further the Board of Directors of the Company at their 02/2023-24 Board Meeting held on Friday, 11th August, 2023 had appointed Mr. Pratik Premkant Nayak Mirjankar to conduct the Internal Audit of the Company for the Financial Year 2023-24.

Cost Audit and Cost Records The provisions of Section 148 of the Companies Act, 2013 relating to maintenance of cost records and Cost Audit is not applicable to your Company during the period under review.

26. Annual Return

In accordance with the provisions of section 92(3) and 134 (3) (a) of the Companies Act, 2013, the Annual Return is available on the website of the Company.

27. Management Discussion & Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis Report is set out in this Annual Report and provides a detailed analysis on the performance of individual businesses and their outlook.

28. Corporate Governance

Since the Paid-up Equity Share Capital of the Company does not exceed INR. 10 Crores and the Net worth does not exceed INR. 25 Crores at the end of the Financial Year of the Company i.e. 31st March, 2023, the quarterly and yearly Report on Corporate Governance is not applicable on the Company as per the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29. Registrar and Share Transfer Agent

The Share Transfer and related activities are being carried out by M/s Bigshare Services Private Limited, Registrar and Share Transfer Agent from the following address:-

Address : Office No: S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093 Phone No : 022-262638200, Fax : 022-062638299 Email: investor@bigshareonline.com

All correspondence may kindly be sent to the above address only.

30. Particulars of Employees and related disclosures :

Disclosures pertaining to remuneration and other details a required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - E and forms an integral part of this Report.

31. Material Changes and Commitments Affecting the Financial Position of the Company occurred between the end of the Financial Year and date of the Report:

There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and date of this Report.

32. Particulars of Employees

During the Financial Year ended 31st March, 2023, none of the employees was in receipt of remuneration exceeding limits specified under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, as amended.

33. Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Directors further state that during the year under review, there were no case/compliant register under pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. Secretarial Standards

As per Section 118(10) of the Companies Act, 2013, The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Secretarial Standard on General Meetings (SS-2), Secretarial Standard on Dividend (SS- 3) Secretarial Standard on Report of the Board of Directors (SS-4) respectively issued by Institute of Company Secretaries of India.

35. Industrial Relations

The Company has been maintaining healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

36. General

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review :

1. Issue of Equity Shares with differential right as to dividend, voting or otherwise

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under the scheme.

3. Details relating to deposits covered under Chapter V of the Act.

4. Your Company did not have/become/Ceased to have any Holding, Subsidiary, Associate and Joint venture Company(ies) during the financial year under review.

5. The provision under section 135 of the Companies Act, 2013 in respect of Corporate Social Responsibility is not applicable to the Company.

6. There are no significant material orders passed by the Regulators/Courts/Tribunals or any Statutory Authority(ies) which would impact the going concern status of the Company and its future operations.

7. There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 by the Company during the Financial year2022-23.

8. There is no change in nature of business of the Company during the year under review.

37. Acknowledgement

Your Directors would like to express their sincere appreciation of the positive co-operation received from Central and State Government Authorities, Stock Exchanges, Financial Institutions and Banks and Stakeholders during the year.

The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers, employee unions and staff of the Company resulting in the successful performance of the Company during the year.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

By Order of the Board
For The Southern Gas Limited
Sd/- Sd/-
Gautam Pai Kakode Motilal Sanvlo Keny
Managing Director Director
DIN:02395512 DIN: 06813111
Dated: 11th August, 2023 Place: Margao-Goa