Bombay Gas Company Limited Unlisted Shares

Annual Report Summary

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.