Annual Report: 2022
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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