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ANNUAL REPORT 2023-2024 for BOMBAY GAS COMPANY LIMITED **Notice of Annual General Meeting (AGM)** * The 42nd AGM will be held on Monday, 30th September, 2024 at 2:30 PM at the registered office in Mumbai. * **Ordinary Business**: * To adopt the audited standalone and consolidated balance sheets as of 31st March, 2024, along with profit & loss statements and reports from Directors and Auditors. * To appoint a director in place of Mr. Arvind Kanoria, who is retiring by rotation. * To re-appoint M/s N. A. Shah Associates LLP as statutory auditors for a two-year period. * **Notes**: * A proxy can attend and vote in place of a member, and need not be a member of the company. * Proxy forms must be deposited at the registered office at least 48 hours before the meeting. * The AGM notice and annual report will be available at the company's registered office. * Relevant documents are available for inspection at the registered office during working hours, excluding Sundays and public holidays. **Particulars of Director Seeking Re-Appointment (Arvind Kanoria)** * Born on 08-03-1961. * 63 years old. * Original appointment: 28-06-2013. * Experienced in administration, strategic planning, corporate strategic management, financial management. * Industrialist with rich business experience. * Holds a B. Com degree. * Non-Executive Director. * Holds no directorship in other companies, but is Director of The United Provinces Sugar Company Limited. * Attended six board meetings during the Financial Year 2023-24. **Director's Report** * The Directors are presenting the 42nd Annual Report along with Audited Statement of Accounts for the year ended 31st March 2024. * **Financial Results**: * Consolidated revenues increased from Rs. 12,925.99 lakhs to Rs. 37,511.68 lakhs (190.20% increase). * The Company declared profit after tax on consolidated basis of Rs. 28,090.37 lakhs (previous year loss Rs. 2,363.12 lakhs) and on standalone basis profit of Rs. 18,299.43 lakhs (previous year Rs. 124.03 lakhs). * **Operations**: * The Company, via Excel Telesonic India Pvt. Ltd. (ETIPL), deployed a dense fiber network in Mumbai and Pune. * Successfully scaled the Small Cells Hosting business across 400+ cities and towns. * Expanded IAAS solutions, including shared microcellular architecture, Cloud RAN, WiFi offload and Fibre to Home. * The Company sold significant majority of stakes in ETIPL to Macquarie Digital Networks PTE Limited, receiving Rs. 25,157.24 lakhs. Contingent consideration may be determined based on specified parameters. * **Dividend and Investor Education Protection Fund (IEPF)**: * No dividend was declared. * No amount was required to be transferred to the IEPF. * **Reserves**: The company has reserves at end of 31st March 2024 on standalone basis of Rs. 22,166.97 lakhs as against Rs. 3,867.54 lakhs and on consolidated basis of Rs. 22,166.97 lakhs as against Rs. (5,923.41) lakhs as at 31st March, 2023. * **Share Capital**: * No equity shares with differential rights were issued. * No sweat equity shares were issued. * No employee stock options were issued. * Capital reduction was approved by the National Company Law Tribunal (NCLT), Mumbai, reducing the issued, subscribed and paid-up share capital from Rs. 80,001,500/- to Rs. 6,920,520, by extinguishing 10,79,630 equity shares at Rs. 61.74 per share held by Non-Promoter shareholders. * **Material Changes and Commitments**: No material changes in nature of business. * **Board of Directors and KMP**: Mr. Ashish Jalan retired at the 41th AGM and was re-appointed as Director. Mr. Arvind Kanoria retires by rotation at the next AGM and is eligible for re-appointment. The Board recommends his re-appointment. * **Board Meeting**: * The Board met six times during the year. * The Company has complied with applicable Secretarial Standards. * **Subsidiary, Associate, and Joint Venture Companies**: ETIPL is no longer a subsidiary of the Company. * **Related Party Transactions**: All related party transactions occurred on an arm's length basis in the ordinary course of business and have been disclosed. * **Deposits**: No public deposits were accepted or renewed. * **Loans, Guarantees, or Investments**: Provisions of Section 186 of the Companies Act, 2013 are not applicable. * **Internal Financial Control**: The Company complies with Generally Accepted Accounting Principles (GAAP) in India. * **Auditors**: M/s. N. A. Shah Associates LLP are retiring and are eligible for re-appointment. * **Auditors' Report**: Observations are self-explanatory. * **Fraud Reporting**: No fraud was reported by auditors. * **Directors' Responsibility Statement**: The Board confirms adherence to applicable accounting standards, maintenance of accounting records, safeguarding of assets, and preparation of annual accounts on a going concern basis. * **Corporate Social Responsibility (CSR)**: CSR provisions are not applicable to the company. * **Risk Management Policy**: The Company maintains a robust risk management framework. * **Employees**: No employee received remuneration exceeding prescribed limits. * **Sexual Harassment**: No cases of sexual harassment were reported. **Annexures** * **A**: Statement of salient features of subsidiary financial statements. * **B**: Details of related party transactions. * **C**: Energy conservation, technology absorption, and foreign exchange earnings and outgo.
Annual Report 2021-2022 Summary: Bombay Gas Company Limited This document is the annual report for the Bombay Gas Company Limited for the financial year 2021-2022. It includes the notice for the 40th Annual General Meeting (AGM) scheduled for November 30, 2022, at the registered office in Mumbai, along with the agenda. The company’s CIN is U40200MH1982PLC026295. AGM Agenda: The AGM's agenda includes ordinary business such as adopting the audited standalone and consolidated balance sheets as of March 31, 2022, along with profit & loss statements and related reports. It includes the reappointment of Mr. Arjun Soota as director. Special business involves the reappointment of Mr. Sushil Kumar Jalan as Managing Director for a 3-year term starting January 1, 2023. His remuneration includes a salary of up to Rs. 2,500,000 per month and perquisites up to Rs 10,000,000 per annum. Approvals are also sought for commission payments to Mr. Ashish Jalan, alteration of the Memorandum of Association, and adoption of new Articles of Association. These include adding financing as a main objective, aligning clauses with the Companies Act, 2013, and creating two series of equity shares. There will be a reduction of share capital. Director & Key Personnel Disclosures: The notice includes detailed information on Mr. Sushil Kumar Jalan's and Mr. Ashish Jalan's appointments, remuneration, experience, and relationships, and also includes disclosures required for remuneration as per Schedule V of the Companies Act, 2013. Financial Performance: The company made substantial progress in consolidated operations. Revenues increased by 45.92% from ₹5732.46 lakhs to ₹8364.70 lakhs. Operation cash generation increased from ₹824.51 lakhs to ₹3101.22 lakhs. Loss after tax on consolidated basis is ₹908.56 lakhs. (Previous year loss: ₹690.38 lakhs) Subsidiary Operations: The company, through its subsidiary, has deployed a dense neutral fibre network in Mumbai and Pune, scaling its Small Cells Hosting business across 17 states, and building advanced Infrastructure as a Service solutions. ETIPL's income increased from ₹5134.74 lakhs to ₹7654.79 lakhs. EBITA increased from ₹1518.42 lakhs to ₹2334.20 lakhs. Capital Needs: Recognizing the increased capital need, the company is examining raising funds from private equity investors through primary and secondary share issuance, with completion expected by the end of the financial year. Dividend: No dividend was declared. Reserves: No transfers to general reserves were made. Reserves decreased on both standalone and consolidated bases. Share Capital: No new equity shares with differential rights or sweat equity shares or employee stock options were issued. Material Changes: No material changes in the nature of business of subsidiaries and no changes or commitments affecting the financial position of the company. Board Matters: Arvind Kanoria retired and was re-appointed. Arjun Soota will retire and is eligible for re-appointment. The Board recommends reappointment. Four board meetings were held. Subsidiary: Excel Telesonic India Private Limited is the only subsidiary. Related Party Transactions: All transactions were at arm's length and are disclosed in the financial statements. Deposits: No public deposits were accepted. Loans, Guarantees, Investments: Provisions of Section 186 of the Companies Act are not applicable. Internal Control: The company follows GAAP and has an adequate internal control system. Auditors: M/s. N. A. Shah Associates LLP will act as Statutory Auditors until the AGM to be held in the year 2024. Auditor's Report Qualifications: The auditor included qualifications concerning amortization of an encumbrance payment and delays in RBI filings. The report is unmodified in respect of these matters. Directors' Responsibility Statement: The directors confirm that applicable accounting standards have been followed, that appropriate accounting records are maintained, and that the financial statements are prepared on a going concern basis. Other Disclosures: The company has a robust risk management framework. No cases of sexual harassment were reported. The company has appointed NSDL Database Management Limited as "Depository Participant" for Dematerialisation of their physical shares to electronic form for ease of transfer and avoid rejection. Appreciation: The directors express appreciation for the support from government authorities, bankers, consultants, shareholders and employees. The report includes annexures such as salient features of subsidiary financial statements, related party transactions, and conservation of energy. There are also independent auditors' reports. The auditors state that the standalone financial statements give a true and fair view of the Company's financial position, except for a qualification relating to an encumbrance payment. Also included is a map to aid shareholders in locating the AGM.
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