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ANNUAL REPORT 2017-18

Greener FuelGreener Journey

AAVANTIKA GAS LIMITEDA Joint Venture Company of GAIL & HPCL

AAVANTIKA GAS LIMITEDAAVANTIKA GAS LIMITED ANNUAL REPORT 2017-18

Inauguration of Online CNG Station, Gwalior

Annual General Meeting 2016-17, Indore

Celebrating National Safety Week HSE Training for Employees & Contractors

Launch of PNG Domestic Scheme

Handing over CSR amount to Collector, Ujjain


BOARD OF DIRECTORSBOARD OF DIRECTORS

Company Secretary Ms. Rashi Joshi

Statutory Auditors M/s Suresh S. Kimtee & Co., Chartered Accountants, Indore

Cost Auditors M/s ABK & Associates, Cost Accountants, Mumbai

Internal Auditors M/s Mahesh C Solanki & Company, Chartered Accountants, Indore

Bankers Bank of Baroda and HDFC Bank

Registered Office 202-B, IInd Floor, NRK Business Park, Vijay Nagar Square, A.B. Road, Indore (M.P.)-452010

A. K. JanaDirector

Till 19.06.2018

H. R. WateDirector

Till 09.07.2018

Maj. Gen. B. P. TiwariIndependent Director

Till 31.03.2018

P. A. B. RajuIndependent Director

Till 31.03.2018

H. K. SrivastavaManaging Director

Prasoon KumarChairman

w.e.f. 27.06.2018

S. JeyakrishnanDirector

w.e.f. 07.08.2018

V. KannanDirector (Commercial)


VISION“To provide Environmental friendly economic fuel to the domestic, commercial, industrial and

automobile sectors of Madhya Pradesh to lead a pollution free, healthy and safe life”

PERFORMANCE HIGHLIGHTS

Profit After Tax in Rs Crores EBIDTA in Rs Crores

PIPELINE (STEEL+MDPE) IN KILOMETERSPNG DOMESTIC CONNECTION

TOTAL SALE IN MMSCM

30.01

31.38

32.77

36.27

42.04

2013-14 2014-15 2015-16 2016-17 2017-18


PERFORMANCE PROFILE

FINANCIAL

Amount in Rs. Cr.

2017-18 2016-17 2015-16 2014-15 2013-14

Total Revenue 136.11 120.65 115.17 110.07 115.26

PAT 24.27 19.08 17.15 10.56 0.50

EBDIT 52.44 49.18 34.18 25.78 8.66

EPS (in Rs. per share) 5.26 4.24 3.81 4.02 99.93

Total Capex 51.82 66.37 65.76 32.99 21.68

Sales Quantity

CNG (in Kg Lakhs) 218.67 192.21 172.20 156.05 144.37

PNG (in SCM Lakhs) 116.53 95.50 88.37 96.90 99.46

Customer Base (in Nos)

Domestic 25921 12658 6430 2572 2025

Industrial 99 75 59 55 32

Commercial 83 61 37 33 21

CNG Stations (in Nos) 26 22 20 19 14

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Notice 02

Board’s Report 10

Independent Auditor’s Report 46

Balance Sheet 54

Statement of Profit and Loss 55

Cash Flow Statement 56

Notes forming part of financial statements 61

Proxy Form 75

Attendance Slip 77

Route Map to the AGM Venue 79

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CONTENTS

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AAVANTIKA GAS LIMITED ANNUAL REPORT 2017-18

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NOTICE

NOTICE is hereby given that the Twelfth Annual General Meeting of the members of Aavantika Gas Limited will be held on Friday, September 28, 2018 at 2:00 pm at 202-B, II Floor, NRK Business Park, Vijay Nagar Square, A.B. Road, Indore (M.P.) 452010 to transact the following business(es):

ORDINARY BUSINESS

st1. To receive, consider and adopt the audited Financial Statements for the financial year ended 31 March,

2018, Board’s Report, Independent Auditor's Report and the comments thereupon of Comptroller & Auditor General of India and to pass the following resolution as an Ordinary Resolution:

st"RESOLVED THAT audited Financial Statements for the financial year ended 31 March, 2018, Board’s Report, Independent Auditors’ Report and the comments thereon of the Comptroller & Auditor General of India be and are hereby received, considered and adopted.”

2. To appoint a director in place of Mr. Harish Kumar Srivastava (DIN: 07855541), who retires by rotation, and being eligible, offers himself for re-appointment and to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT Mr. Harish Kumar Srivastava (DIN: 07855541) be and is hereby re- appointed as Director of the Company, liable to retire by rotation.”

3. To appoint a director in place of Mr. Venkataramani Kannan (DIN: 07569790), who retires by rotation, and being eligible, offers himself for re-appointment and to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT Mr. Venkatramani Kannan (DIN: 07569790) be and is hereby re-appointed as Director of the Company, liable to retire by rotation.”

4. To fix the remuneration of Statutory Auditors of the company and to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 142 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s)or re-enactment(s) thereof for the time being in force] and pursuant to the recommendation of the Board of Directors, the remuneration of M/s Arora Banthia & Tulsiyan., Chartered Accountants, Indore (Firm Reg. 007028C) appointed by Comptroller and Auditor General of India for the financial year 2018-19 be and is hereby fixed at Rs. 50,000/-(Rupees Fifty Thousand Only) plus out of pocket expenses plus applicable taxes.”

SPECIAL BUSINESS

5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 14 and all other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the members of the company be and is hereby accorded to substitute the existing Article No. 124 (ii) and Article No. 129 of the Articles of Association of the company with the following new clauses:


Article 124 (ii) Right to nominate Directors

Nominee Director of GAIL or Nominee Director of HPCL shall be the Chairman of the Board of the Company, on a rotational basis for a term of two (2) years.

Provided that their term shall commence from the close of the annual general meeting to the closure of the annual general meeting of the second successive year of the Chairman’s appointment and shall never exceed the period of thirty (30) months from their initial appointment in the event of the annual general meeting being delayed for any reason. The company will have Director (HR), GAIL as the first Chairman.

Article 129 Meeting of Directors

The Directors may meet as a Board for the transaction of business from time to time and hold a minimum number of 4 meetings every year in such a manner that not more than 120 days shall intervene between two consecutive Board Meetings as per Companies Act, 2013, as amended from time to time. The Directors may adjourn and otherwise regulate their meetings as they think fit.

RESOLVED FURTHER THAT Managing Director and /or Director (Commercial) and /or Company Secretary of the company be and are hereby authorized to do all such acts, deeds as may be necessary and incidental to give effect to the aforesaid resolution and to file all the necessary e-forms with the Registrar of Companies, Madhya Pradesh.”

6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of section 148 and other applicable provisions, if any, of the Companies Act, 2013 as may be amended from time to time and Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), the remuneration payable to M/s M.P. Turakhia & Associates, Cost Accountants having Firm Registration No. 000417, appointed by the board of directors of the company as Cost auditors to conduct the audit of the cost records of the company for the financial year 2018-19 at a remuneration of Rs. 47,200/- (Rupees Forty Seven Thousand Two Hundred Only) inclusive of XBRL charges, Taxes (GST @ 18%) and Out of Pocket Expenses be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT approval of the company be accorded to the board of directors of the company to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this resolution and to settle any questions, difficulties or doubts that may arise in this regard.”


“RESOLVED THAT pursuant to provisions of section 161 and other applicable provisions, if any, of the Companies Act, 2013 and rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Prasoon Kumar (DIN: 08165637), who was

thappointed as an additional director of the company w.e.f. 27 June, 2018 by the board of directors and who holds office upto the date of this Annual General Meeting of the company and in respect of whom the company has received a notice in writing under section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of director, be and is hereby appointed as a director of the company, liable to retire by rotation.”

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“RESOLVED THAT pursuant to the provisions of section 161 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Sukumaran Jeyakrishnan (DIN: 07234397), who

thwas appointed as an additional director of the company w.e.f. 7 August, 2018 by the board of directors and who holds office upto the date of this Annual General Meeting of the company and in respect of whom the company has received a notice in writing under section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of director, be and is hereby appointed as a director of the company, liable to retire by rotation.”

By Order of the BoardFor Aavantika Gas Limited

Sd/-Rashi Joshi

(Company Secretary)Indore, September 01, 2018

Registered Office:202-B, II Floor, NRK Business Park,Vijay Nagar Square, A.B. Road,Indore (M.P.)-452010CIN: U40107MP2006PLC018684


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NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY, OR WHERE THAT IS ALLOWED, ONE OR MORE PROXIES, TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF, AND THAT A PROXY NEED NOT BE A MEMBER.A person can act as a proxy on behalf of the members not exceeding fifty (50) and holding in 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 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. The holder of proxy shall prove his identity at the time of attending the Meeting.

2. Proxies, if any, in order to be valid and effective, must be received at the company’s registered office not less than forty-eight (48) hours before the time fixed for commencement of the meeting.Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable.

3. Corporate members intending to send their authorized representatives to attend the meeting pursuant to section 113 of the Companies Act, 2013 are requested to send to the company, a certified copy of the relevant board resolution together with the specimen signature(s) of the representative(s) authorised to attend and vote on their behalf at the Meeting.

4. The relevant statement pursuant to section 102 of the Companies Act, 2013, in respect of special business to be transacted at the meeting, is annexed hereto and forms part of this notice.

5. Members desirous of obtaining any information concerning the accounts and operations of the company are requested to address their queries to the company, so as to reach the registered office of the company at least seven working days before the date of the meeting, to enable the company to make available the required information at the meeting, to the extent practicable.

6. Attendance slip, proxy form and the route map of the venue of the Meeting are annexed hereto.

7. Members / Proxies / Authorised Representatives are requested to bring their attendance slip(s) duly completed and signed mentioning therein details of folio number and copy of Annual Report to the meeting.

8. Relevant documents referred to in the accompanying notice and in the statements are open for inspection by the members at the company’s registered office on all working days of the company, during business hours up to the date of the meeting.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 5

The promoters of the company i.e. GAIL (India) Limited and Hindustan Petroleum Corporation Limited th(HPCL), have executed the first amendment to Joint Venture (JV) Agreement vide their side letter dated 20

February, 2018, giving effect to the provisions contained in the amended JV agreement, it is required to alter existing Article No. 124 (ii) and Article No. 129 of the Articles of Association (AOA) of the company.

As per provisions of section 14 of the Companies act 2013 and rules made thereunder, alteration of Articles of Association requires shareholders approval by way of Special Resolution. Accordingly, Board commends the alteration of Article No. 124 (ii) and Article No. 129 of the Articles of Association of Aavantika Gas Limited with


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the new Article No. 124 (ii) and Article No. 129 as stated in the resolution.

None of the Directors, Key Managerial Personnel of the company and their relatives are in any way, concerned or interested, financially or otherwise, in the resolution.

The Board commends the resolution set out at Item No. 5 of the Notice for approval of the members by Special Resolution.

ITEM NO. 6

thThe Board at its meeting held on 5 July, 2018 appointed of M/s M.P. Turakhia & Associates, Cost Accountants (Firm Reg. No. 000417) as Cost Auditors for conducting the audit of the cost records of the company for the financial year 2018-19 at a remuneration of Rs. 47,200/- (Rupees Forty Seven Thousand Two Hundred Only) inclusive of XBRL charges, Taxes (GST @ 18%) and Out of Pocket Expenses.

Pursuant to section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, members of the company are required to ratify the remuneration to be paid to the cost auditors of the company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at item no. 6 of the Notice for ratification of the remuneration payable to the Cost Auditors for conducting the audit of the cost records of the company for the financial year ending March 31, 2019.

None of the Directors, Key Managerial Personnel of the company and their relatives are in any way, concerned or interested, financially or otherwise, in the resolution.

The Board commends the Ordinary Resolution set out at Item No.6 of the Notice for approval of the members.

ITEM NO. 7

Pursuant to the Joint Venture Agreement between GAIL (India) Limited and Hindustan Petroleum th Corporation Limited (HPCL) dated 16 November, 2005 and Articles of Association of the company, GAIL has

nominated Mr. Prasoon Kumar as an additional director on the Board of Aavantika Gas Limited vide their th letter No. ND/GAIL/SECIT/AGL/18 dated 19 June, 2018.

th The Board of Directors has appointed Mr. Prasoon Kumar as an additional director of the company w.e.f. 27June, 2018 who will hold the office till the next Annual General Meeting.

As per the provisions of section 161(1) of the Act and Article 122 of the Articles of Association, he holds office of additional director only up to the date of this Annual General Meeting of the company, and is eligible for appointment as director. The company has received a notice in writing under section 160 of the Act, proposing his candidature for the office of director of the company.

As per provisions of section 50 of the Companies (Amendment) Act, 2017, the Board in their meeting held on st 21 August, 2018, recommends the appointment of Mr. Prasoon Kumar as a director of the company in the

ensuing Annual General Meeting.

A brief profile of Mr. Prasoon Kumar is attached to this notice.

The Board commends the Ordinary resolution set out at Item No. 7 of notice for approval by the members of the company.


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Except Mr. Prasoon Kumar, being the appointee, none of the Directors, Key Managerial Personnel of the company and their relatives is concerned or interested financially or otherwise in the resolution set out at Item No. 7.

ITEM NO. 8

Pursuant to the Joint Venture Agreement between GAIL (India) Limited and Hindustan Petroleum thCorporation Limited (HPCL) dated 16 November, 2005 and Articles of Association of the company, HPCL has

nominated Mr. Sukumaran Jeyakrishnan, Director- Marketing, HPCL as an additional director on the Board of th Aavantika Gas Limited vide their letter No. Co. Secy/ VM/183/2018 dated 26 July, 2018.

The Board of Directors has appointed Mr. Sukumaran Jeyakrishnan as an additional director of the company th w.e.f. 7 August, 2018 who will hold the office till the next Annual General Meeting.

As per the provisions of section 161(1) of the Act and Article 122 of the Articles of Association, he holds office of additional director only up to the date of this Annual General Meeting of the company, and is eligible for appointment as director. The company has received a notice in writing under section 160 of the Act, proposing his candidature for the office of director of the company.

As per provisions of section 50 of the Companies (Amendment) Act, 2017, the Board in their meeting held on st 21 August, 2018, recommends the appointment of Mr. Sukumaran Jeyakrishnan as a director of the company

in the ensuing Annual General Meeting.

A brief profile of Mr. Sukumaran Jeyakrishnan is attached to this notice.

The Board commends the Ordinary resolution set out at Item No. 8 of notice for approval by the members of the company.

Except Mr. Sukumaran Jeyakrishnan, being the appointee, none of the Directors, Key Managerial Personnel of the company and their relatives is concerned or interested financially or otherwise in the resolution set out at Item No. 8.

By Order of the BoardFor Aavantika Gas Limited

Sd/-Rashi Joshi

(Company Secretary)Indore, September 01, 2018

Registered Office:202-B, II Floor, NRK Business Park,Vijay Nagar Square, A.B. Road,Indore (M.P.)-452010CIN: U40107MP2006PLC018684


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ANNEXURE TO THE NOTICEBRIEF PROFILE OF DIRECTOR PROPOSED FOR APPOINTMENT/ RE-APPOINTMENT AT

THE ANNUAL GENERAL MEETING

1. HARISH KUMAR SRIVASTAVA (DIN: 07855541)As regards appointment of Mr. H.K. Srivastava referred to in Item No. 2 of the Notice, following necessary disclosures are made for the information of the members.

Information about the AppointeeDate of Birth 27/01/1967Date of Appointment on the Board 30/06/2017List of other Companies in which he holds directorship -

Brief BiographyMr. H.K. Srivastava has completed his graduation in Electronic & Telecommunication Engineering from APS University, Rewa and also did MBA in Finance from IGNOU. He started his career as Instrumentation Engineer in IGFCC from 1989 and joined GAIL (India) Limited in 1998 as SDM wherein he handled the various assignments in Petrochemicals Department in PATA from 1998 to 2005 in all upstream and downstream units. He has rich experience in instrumentation and automation of gas distribution stations designing.

He has also handled assignments over various functions from 2006 to 2012 in GAIL pipeline project, LMC, designing the gas delivery stations and metering stations. From 2012 onwards, at GAIL Vijaypur, he has worked in Petrochemicals expansion, erection and commissioning projects.

Presently, Mr. H.K. Srivastava is CGM (O & M) in GAIL (India) Limited and is on deputation in Aavantika Gas Limited as a Managing Director.

2. VENKATARAMANI KANNAN (DIN: 07569790)As regards appointment of Mr. V. Kannan referred to in Item No. 3 of the Notice, following necessary disclosures are made for the information of the members.

Information about the AppointeeDate of Birth 05/03/1966Date of Appointment on the Board 28/07/2016List of other Companies in which he holds directorship -

He is a Chartered Accountant and has completed his graduation in Commerce from Bharathiar University, Tamil Nadu. Mr. V. Kannan joined Hindustan Petroleum Corporation Limited (HPCL) in December, 1991 and has handled various assignments in Refineries, Marketing and Corporate Divisions of the Corporation during his tenure of around 25 years in HPCL. He has also handled assignments over various functions covering Pricing, General Accounts, and Corporate Strategy & Planning.

For a brief period in 1995, he had carried out OCC Cost Audit, as a member of OCC Cost Audit team. Also, during the period from August 2000 to June 2005, on deputation to LPG Equipment Research Centre, he has worked as Secretary Cum Treasurer.

3. PRASOON KUMAR (DIN: 08165637)As regards appointment of Mr. Prasoon Kumar referred to in Item No. 7 of the Notice, following necessary disclosures are made for the information of the members.


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Information about the AppointeeDate of Birth 06/11/1967Date of Appointment on the Board 27/06/2018List of other Companies in which he holds directorship Ratnagiri Gas and Power

Private Ltd

He is an Electrical Engineer and has 15 years of rich experience in the areas of Operation & Maintenance and another 15 years in Pipeline Projects & associated installations of Gas sector.

He joined GAIL (India) Ltd (herein after referred as GAIL) in the year 1988 as a Graduate Engineer Trainee and currently, is Chief General Manager as the head of Operation & Maintenance deptt Western Region of GAIL, a Maharatna PSU.

Additionally, he also holds the position of Director in Ratnagiri Gas and Power Private Ltd (RGPPL).

He has successfully completed half marathon five times and continues to participate every year.

4. SUKUMARAN JEYAKRISHNAN (DIN:07234397)As regards appointment of Mr. S. Jeyakrishnan referred to in Item No. 8 of the Notice, following necessary disclosures are made for the information of the members.

Information about the AppointeeDate of Birth 13/06/1959Date of Appointment on the Board 07/08/2018List of other Companies in which he holds directorship 1. Hindustan Petroleum

Corporation Limited (Whole Time Director)2. Hindustan Colas Private Limited (Director)

Mr. S. Jeyakrishnan has assumed charge as Director – Marketing of Hindustan Petroleum Corporation Limited, a Navratna and Fortune 500 Company, effective November 1, 2016.

An alumni of Madras University, He joined HPCL in 1981 and has a rich and varied experience spanning over 35 years across the spectrum of Petroleum marketing.

Prior to this, he was the Executive Director – Retail of HPCL. During his tenure as ED - Retail, he has been responsible for improving Marketing performance, Outstanding Customer & Vehicle Care” under the brand of Club HP. He had been instrumental in implementing the key initiatives of strategic network expansion, process improvements, retail outlet automations and customer centric initiative-drive track plus under loyalty program.

During his tenure across the various Marketing SBUs HPCL became India’s largest Lubricant marketer, augmented infrastructure, developed robust processes and undertook several pioneering customer centric initiatives which enhanced productivity and profitability and established HPCL as the preferred brand.

He attended the Advanced Management Program at Cambridge (UK), Authentic Leadership Program of the Harvard Business School and Making Corporate Boards More Effective of the Harvard Business School, and played a key role in several transformational initiatives undertaken at HPCL.


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BOARD’S REPORT

Dear Members,

The Board of Directors are pleased to present the Company’s Twelfth Annual Report and the Company’s audited financial statements for the financial year ended 31st March, 2018.

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2018 is summarized below:(Rs. In Crores)

Particulars (2017-2018) (2016-2017)Total Revenue (Net) 136.11 120.65Profit before Financial Costs, Depreciation & Tax 52.44 49.17Financial Cost 10.44 9.05Profit before Depreciation & Tax 42.00 40.12Depreciation & Amortization Expenses 9.64 7.29Net Profit before Tax 32.36 32.83Provision for Tax/ Deferred Tax Liabilities 8.08 13.76Net Profit After Tax 24.28 19.07Other Comprehensive Income -0.01 0.01Net Profit 24.27 19.08Balance of Profit/(Loss) brought forward 44.72 25.64Transfer to General Reserves - -Surplus Carried to Balance Sheet 68.99 44.72

City Gas Distribution (CGD) is one of the fastest growing end-user segments of natural gas and is becoming an integral part of the economic development of India. Government is focused to promote the usage of natural gas as a fuel/feedstock across the country to increase the share of natural gas to 15% by 2020 from the current level of 6% and make India a gas based economy. To enhance the share of gas in the energy basket to 15%, the Government has envisaged developing additional 15,000 km of gas pipeline network. Government is taking necessary policy and regulatory steps to attract investment in enhancing domestic gas production, gas infrastructure including pipelines, City Gas Distribution (CGD) networks and Liquefied Natural Gas (LNG) import terminals. The Government is exploring means for establishing a gas market where natural gas can be traded freely and supplied. It is expected that free gas market will attract new investment in Exploration & Production (E&P) activities so as to increase gas availability and accessibility to all at market price. Further Govt. has envisaged to expand the coverage of CGD networks across the country in synchronization with the gas availability and pipeline connectivity.

Hon’ble Prime Minister of India has emphasized on increasing the reach and accessibility of PNG connections to maximum number of households and also thrust on use of CNG being “cleaner and green fuel”. This augurs well with our growth plans.

Despite all above positives, natural gas industry including CGD sector faced very tough time due to non-inclusion of Natural gas in the ambit of Goods and Service Tax (GST). Since our competitive fuels are included in GST, they are attaining advantage due to availability of Input Credit while approaching the customers. This seriously hampered our effort of adding additional customers and also the profitability to certain extent.

Despite of all odds, your company continued to put its best performance and recorded a growth in almost all the segments of its operations in the financial year 2017-18.


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PHYSICAL PERFORMANCE

The financial year 2017-18 is another year of strong performance with CNG Sales grown year on year by 14.00% as compared to 11.62% in the financial year 2016-17 and PNG by 22% as compared to the previous year of 8.16%.

During the year your company recorded sales as under:(in mmscm)

Particulars For the Year2017-18 2016-17

Compressed Natural Gas (CNG) 30.39 26.72Piped Natural Gas (PNG) 11.65 9.55Total 42.04 36.27Average sales per day (mmscmd) 0.1152 0.0994

FINANCIAL PERFORMANCE

Your company has achieved a Net revenue from operations of Rs. 134.32 Crores in 2017-18 as compared to Rs. 119.16 Crores in 2016-17 representing an increase of 13%. This increase was due to growth in sales volumes of CNG & PNG.

The company has registered Profit before Depreciation, Interest and Tax (PBDIT) of Rs. 52.44 Crores in F.Y. 2017-18 as compared to Rs. 49.17 Crore in F.Y. 2016-17 and year on year increase of Rs. 3.27 Cr. (7%). Profit before Tax (PBT) has been decreased by 1% at Rs. 32.36 Cr. as compared to Rs. 32.83 Cr in the previous year 2016-17. PBT has decreased due to non- inclusion of natural gas under GST.

Despite that, the company has recorded highest Profit after Tax (PAT) of Rs. 24.27 Cr. as compared to Rs. 19.08 Cr in financial year 2016-17. This increase in profit was mainly due decrease in Tax Expense by Rs. 5.68 Cr.

CREDIT RATING

The Company’s financial discipline and prudence is reflected in the four notch improvement in the credit rating from BBB to A+ by rating agency as given below:

Instrument Rating Agency Rating Outlook RemarksLong Term Debt Care Care A+ Stable Four notches above the previous rating BBB.Short Term Debt Care Care A1+ - Five notches above the previous rating A3.

NETWORK EXPANSION AND CAPEX

The total CAPEX during 2017-18 amounted to Rs. 51.82 Crores as compared to Rs. 66.37 Crores in 2016-17. CAPEX has decreased as MDPE line laying was lesser due to letter received from Municipal Corporation, Indore to stop digging process from June, 2017 to Feb, 2018 because of rainy season and clean city evolution in Indore.

Your company has increased its steel pipeline network from 89 kms in FY 2016-17 to 100.20 kms in 2017-18 and its MDPE network increased from 1371 kms in FY 2016-17 to 1615.57 kms in 2017-18 to cater to industrial, commercial and domestic customers in Indore, Ujjain, Gwalior and Pithampur.

Your company further augmented its CNG distribution infrastructure by adding 4 new CNG stations and conversion of 3 daughter stations to online stations– taking the total number of CNG stations to 26 at the end of


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the financial year which includes 4 mother stations, 12 online stations and 10 daughter stations.

Infrastructure:

Particulars Indore GA including Ujjain Gwalior GA TotalSteel Pipeline (in kms) 72.3 27.9 100.20MDPE Pipeline (in kms) 1329.07 286.5 1615.57CNG stations (in number) 20 6 26

BUSINESS PERFORMANCE

a) COMPRESSED NATURAL GAS BUSINESS

During the year 2017-18, CNG business has registered impressive growth. Your company has recorded a growth of 14% in CNG sales as compared to 11.62 % in the previous year 2016-17 supported by our CNG coupon scheme. The estimated number of vehicles running on CNG as on March 31, 2018 in Indore and Gwalior (GA) is around 29,377.

Your company has taken initiative to promote the use of CNG and launched CNG Fuel Support scheme, where free CNG coupons were distributed to vehicle owners on converting their vehicles to CNG. Also, to educate customers about the benefit of CNG, customer meets like ‘School Bus Operator’s Meet’ were conducted.

Your company is actively pursuing with educational institutions for conversion of diesel buses into CNG and also liasoning with local administration for running of public transport in CNG, thereby promoting the use of CNG as a “cleaner fuel” in Indore, Ujjain and Gwalior being selected as smart cities of India.

b) PIPED NATURAL GAS

PNG- DOMESTIC CONNECTIONS

Your company has more than doubled (13263) PNG domestic customers during the financial year 2017-18 st

against 12658 PNG domestic customers standing as on 31 March, 2017. The PNG domestic sales volume in the st

financial year 2017-18 was 2.46 mmscm compared to 1.21 mmscm in the previous year (YOY of 103%). As on 31 March, 2018, your company is serving around 25,921 domestic customers and continued to increase greater coverage for domestic customer across Indore and Gwalior (GA).

The increase in customer base from networked areas / colonies was achieved with the help of aggressive multi-media marketing and publicity drive. Your company has launched various promotional schemes like zero deposit scheme, where customer does not have to pay any amount at the time of registration, also scheme where first 5000 customers were given a discount of Rs. 600 in the first bill, to increase number of PNG customers. The use of innovative street level marketing, combined with print and popular FM media, enabled your company to tap additional customers from areas which were considered saturated.

Your company has enhanced payment collection mode and started accepting payments through various options like NEFT, Debit Card / Credit Card, Net Banking, cash collection facility has started at various branches of ICICI for domestic customers etc. Meter reading is carried out through customized mobile application wherein photograph of meter installed at customer location is captured for improving billing accuracy and avoid meter related complaints from customers. Your company is also in the process of improving the existing meter reading application with enhanced features. Apart from this, your company is in process of introducing revolutionary concepts like spot billing, meter reading through OCR, CRM, SAP, centralized customer service center etc to enhance further customer experience.


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PNG Domestic Customers:

Particulars CustomersIndore GA including Ujjain 19,654Gwalior GA 6,267Total 25,921

PNG–INDUSTRIAL AND COMMERCIAL

PNG is gradually emerging as the key energy source for industrial and commercial users offering immense opportunities for growth. During the financial year 2017-18, your company has maintained its focus on the Industrial & Commercial segment as one of the potential growth areas. In spite of stiff competition from alternate fuels prices, like Furnace oil (FO)/ Diesel/ LPG, there was a year on year growth of around 9% under industrial and around 28% under commercial segment in sales volume during financial year 2017-18. In terms of number of customers, your company has added 23 industrial customers thereby made the total number of industrial customers 99 as on March 2018 as compared to 76 as on March, 2017 which includes very prominent industrial customer “Jash Engineering, Metal Profiles (Unit-2), Apple Bakery”.

Your company has added 25 new commercial customers during the year 2017-18, thus made the total number of commercial customers to 83 as on March 2018 as against 58 as on March 2017 which includes very prestigious and largest commercial customer “IPS Academy, ISKCON Temple, Nipania, Hotel WoW (J P & Company), Bombay Hospital (Laundry), Hotel Radisson”. The company continues to expand its network to reach various industrial and commercial units in the surrounding areas.

NEW INTIATIVE

Your company has introduced a Meter Reading Mobile App, based on Android smart phones for taking meter reading along with image of meter installed at customer’s premises. This helps to reduce the issues of domestic customers related to wrong reading, door locked cases, wrong meter numbers. Collection of meter reading through customized mobile application helps to improve billing accuracy.

As an important initiative under “Digitization” your company has provided online bill payment facility to domestic PNG customers.

Your company has successfully completed right issue for an amount of Rs. 54,97,95,714/- (Rupees Fifty Four Crore Ninety Seven Lakh Ninety Five Thousand Seven Hundred and Fourteen Only) wherein the existing shareholders have been offered 1,40,97,326 (One Crore Forty Lakh Ninety Seven Thousand Three Hundred and Twenty Six) equity shares of Rs. 10/- each (Rupees Ten Only) for cash at Rs.39/- per share (including premium of Rs. 29/- per share).

FUTURE PLANS AND OUTLOOK

The growth in demand for CNG and PNG is expected to continue, and the company is preparing to grab this opportunity by significantly investing in the infrastructure in the city of Indore, Ujjain, Pithampur and Gwalior of the state of Madhya Pradesh.

Your company has drawn out various innovative plans to expand its PNG domestic customer base in line with the tough targets set for the financial year 2018-19. AGL is continually interacting with major builders and developers to provide PNG facility in their upcoming residential projects. The company has aggressive plans to expand its pipeline infrastructure in the new areas of Indore, Ujjain & Gwalior. New high volume industrial & commercial customers will continue to be the target for achieving higher growth by your company.


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In CNG, AGL is intending to expand its CNG customer base & serve them effectively by setting up more CNG stations and by encouraging petrol/diesel vehicles to convert to CNG. It is expected that these efforts will boost our CNG volume.

TRANSFER TO RESERVES & DIVIDEND

To strengthen the net worth of the company and to ensure sustainable growth in assets and revenue, it is important for your company to conserve the financial resources and invest in the different business segments in which your company operates. Therefore, your directors have not proposed any dividend for the financial year 2017-18.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the company between the end of the financial year to which the financial statements relate and date of this report. There has been no change in the nature of business of the company.

SHARE CAPITAL

During the year under review, the company has made right issue of 1, 40, 97,326 (One Crore Forty Lakh Ninety Seven Thousand Three Hundred and Twenty Six)equity shares of Rs 10.00 each at Rs. 39/- per share (including premium of Rs. 29/- per share) for an aggregate value of Rs. 54,97,95,714/- (Rupees Fifty Four Crore Ninety Seven Lakh Ninety Five Thousand Seven Hundred and Fourteen Only) on right basis to the existing shareholders of the company in proportion to their current shareholding in compliance with the provisions of the Companies Act, 2013 and rules made thereunder.

stConsequent to the above, the issued, subscribed and paid up share capital of the company as on 31 March, 2018 is Rs. 59, 12,23,260 (Rupees Fifty Nine Crores Twelve Lakh Twenty Three Thousand Two Hundred and Sixty Only) consisting of 5,91,22,326 (Five Crore Ninety One Lakh Twenty Two Thousand Three Hundred and

stTwenty Six) Equity Shares of Rs. 10.00 each. The authorised share capital of the company as on 31 March, 2018 is Rs. 1,00,00,00,000.00 (Rupees One Hundred Crores Only) consisting of 10,00,00,000 (Ten Crore) Equity Shares of Rs. 10.00 each.

Your company has appointed National Securities Depository Limited (NSDL) as a Depository and MCS Share Transfer Agent, New Delhi as a Registrar and Transfer Agent (RTA). During the year, HPCL holding of 2,24,99,998 equity shares in Aavantika Gas Limited has dematerialized the same.

INTERNAL FINANCIAL CONTROLS

Your company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review, taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless your company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, deployed regular audits and review processes to ensure that such systems are reinforced on an ongoing basis.


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DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS

Mr. Prasoon Kumar (DIN: 08165637), nominee director from GAIL has been appointed as an additional thdirector on the Board of AGL w.e.f. 27 June, 2018 who shall hold office till the next Annual General Meeting in

thterms of section 161 of the Companies Act, 2013 in place of Mr. A.K. Jana who has retired w.e.f. 19 June, 2018.

Mr. Sukumaran Jeyakrishnan (DIN: 07234397), Director Marketing, HPCL has been appointed as an additional th

director on the Board of AGL w.e.f. 7 August, 2018 who shall hold office till the next Annual General Meeting th

in terms of section 161 of the Companies Act, 2013 in place of Mr. H.R. Wate who has resigned w.e.f. 9 July, 2018.

stThe shareholders in the Eleventh Annual General Meeting held on 21 September, 2017 had appointed Mr. Harish Kumar Srivastava, nominee of GAIL as a Managing Director and Key Managerial Personnel for a term

thof three years commencing from 30 June, 2017 in place of Mr. Anil Kumar who has resigned from the post of

thManaging Director and Key Managerial Personnel of the company w.e.f. 29 June, 2017.

The tenure of Mr. PAB Raju (DIN: 07141438) and Maj. Gen. B.P Tiwari (DIN: 06454549), Independent Directors st

of the company has completed on 31 March, 2018, who were appointed as Independent Directors of the st

company w.e.f. 1 April, 2015.

The Board has placed on record its sincere and deep appreciation for the invaluable counsel and contributions made by Mr. A.K. Jana, as a nominee director of GAIL, Mr. H.R. Wate, as a nominee director of HPCL, Mr. PAB Raju and Maj. Gen. B.P Tiwari, as Independent Directors during their tenure as Board Members in Aavantika Gas Limited.

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and the Articles of Association of the company, Mr. H.K. Srivastava (DIN: 07855541), nominee director of GAIL and Mr. V. Kannan (DIN: 07569790), nominee director of HPCL, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. None of the directors are disqualified under section 164(2) from being appointed as a director of the company.

KEY MANAGERIAL PERSONNEL

The following have been designated as a Key Managerial Personnel of the company pursuant to sections 2(51) and section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. H.K. Srivastava - Managing Director2. Mr. V. Kannan - Whole Time Director & CFO3. Ms. Rashi Joshi - Company Secretary

thThe Board of Directors of the company in its meeting held on 28 June, 2017 on recommendation of Nomination and Remuneration Committee and subject to the approval of the shareholders in the ensuing Annual General Meeting of the company, appointed Mr. H.K. Srivastava as a Managing Director and Key Managerial

thPersonnel of the company for a period of three years commencing from 30 June, 2017 in place of Mr. Anil thKumar who has resigned from the company w.e.f. 29 June, 2017.

There have been no other changes in the KMPs during the year under review.


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DECLARATION BY INDEPENDENT DIRECTORS

As per Rule 4 of the Companies (Appointment and Qualification of Directors) Amendment Rules, 2017 an unlisted public Company which is a joint venture, a wholly owned subsidiary or a dormant company will not be required to appoint Independent Directors.

Thus, AGL being a joint venture of GAIL & HPCL, there is no need for appointment of Independent directors. Hence, no declarations from independent directors of the company is required under section 149(7) of the Act.

PERFORMANCE EVALUATION

The company has devised a Policy for the formal annual evaluation of the performance of the Board, its committees and of individual directors, which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, communicating inter se board members, effective participation, effectiveness of board processes etc.

The Board of Directors carried out the evaluation of every Director, committees of Board and the Board as a whole, based on the laid down criteria of performance evaluation.

In a separate meeting of independent directors, performance of non-independent directors, board as a whole and performance of the chairman was evaluated. The same was discussed in the board meeting that followed the meeting of the independent directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the company for the year ended on March 31, 2018, the board of directors hereby confirms that—

a) in the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

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

st affairs of the company at 31 March, 2018 and of the profit of the company for the year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


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PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year under review, the company has not given/ made loans, guarantees and investments and hence no information as per provisions of section 186 of the Companies Act, 2013 has been furnished.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arms’ length basis details of which as required to be provided under section 134 (3) (h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are disclosed in Form AOC-2 as Annexure I which forms part of this report.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The company does not have any subsidiaries, associates and joint venture companies for the year ended March 31, 2018.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

No employee was in receipt of remuneration exceeding the limits set out under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS AND AUDITORS’ REPORTS

STATUTORY AUDITORS

In exercise of powers conferred by Section 139 of the Companies Act, 2013, the Comptroller and Auditor General of India vide its Letter No./CA.V/COY/CENTRAL GOVERNMENT,AGL(1)/215 dated 23/07/2018, has appointed M/s Arora Banthia & Tulsiyan., Chartered Accountants as Statutory Auditors of the Company for the financial Year 2018- 19.

M/s Suresh S. Kimtee & Co., Chartered Accountants, Indore, appointed as statutory auditors of the company for the financial year 2017-18 will retire at the ensuing Annual General Meeting of the Company.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and there are no supplementary comments by C&AG pursuant to provisions of Companies Act, 2013. Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board had appointed M/s. Manpreet Hora & Co, Practising Company Secretary, to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure II to this Report. The report is self- explanatory and does not call for any further comments except

Observations

1. During the year under review, the company has not spent full amount for expenditure in CSR as per section 135 of Companies Act, 2013.


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Explanation: AGL has identified local government sponsored CSR activities in the areas of promoting education, preventive health care and environment sustainability for associating ourselves through contributing from our CSR fund. However, the expenditure could not be incurred in the year 2017-18. Therefore, the CSR allocable amount has been carried forward to the next year (which is over and above the amount ascertained for the financial year 2018-19) and the same has been spent towards library situated at Ujjain and for purchase of MRI and C.T. scan machines for Diagnostic Center towards Indian Red Cross Society, Indore.

2. During the under review, deposit of Rs. 1,00,000 by the member of the company for proposing the candidature of the Directors is not as per the provisions of the section 160 of the Companies Act, 2013.

Explanation: Inadvertently, there was a delay in receipt of deposit of Rs.1, 00,000/- as per the provisions of Section 160 of the Companies Act, 2013. However, AGL will ensure that provisions of the act will be complied.

3. During the year under review, director liable to retire by rotation is not as per the provisions of section 152 of Companies Act, 2013.

Explanation: As per the articles of AGL, Managing Director and Director (Commercial) are not liable to retire by rotation. Hence, AGL have not made them retire by rotation in 2017-18. However, it is understood that as per Companies Act, 2013, if the required number of non-executive directors are not there for retire by rotation, then even executive directors are eligible to retire by rotation. Accordingly, we shall be complying with the same.

4. The Company has not renewed the factory Licence, situated at Plot No. 513A, 513B, Sector3, Near Grinar Fiber, Pithampur and thereon applied for the same.

rd Explanation: AGL has already applied for the license on 3 May, 2017 and expected to receive the license by September, 2018.

5. The Company has not submitted Form V (Environmental Audit Report) to the State Pollution Control Board under the Environment (Protection) Rules, 1986 for the FY 2017- 18.

Explanation: We will ensure that forms are filed on time.

6. The Company has filed Form-III i.e. Annual Return under Minimum Wages (Central) Rules, 1950 beyond the specified time.

Explanation: We will ensure that the forms/returns are filed on time.

7. In the records of the company we have not found/received/not provided by the company the following documents:

i. The ‘consent order’ under the water (Prevention & Control of Pollution) Act, 1974 and the Air (Prevention & Control of Pollution) received from the Madhya Pradesh Pollution Control Board for the FY 2017-18.

Explanation: During the year under review, AGL has applied for the license for all the locations. Consequently, AGL has received the consent order for Indore location on 25.06.2018 and Pithampur location on 09.08.2018 and expected to receive for Ujjain and Gwalior location by October, 2018.


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ii. Quarterly return under Rule 24 of Explosive Rules, 2008.

Explanation: Licences for our installations are issued under Gas Cylinders Rules- 2004 and not under Explosives Rule 2008. Therefore, Quarterly return under Rule 24 of Explosives Rule 2008, are not applicable to us.

iii. Authorization Letter & Annual Return i.e. Form 2 and Form 4 respectively under Hazardous Waste (management, Handling and Transboundary Movement) Rules, 2016 were not provided other than Indore Mother station.

Explanation: AGL has received the consent order for Pithampur location on 09.08.2018, thus we are in the process of applying for the same. With respect to other locations namely Ujjain and Gwalior, as soon as we receive the consent order under the water (Prevention & Control of Pollution) Act, 1974 and the Air (Prevention & Control of Pollution) Act, 1981 from the Madhya Pradesh Pollution Control Board, we will apply for the same.

COST AUDITORS

The Board had appointed M/s. ABK & Associates, Cost Accountants, (Firm Registration Number: 000036) as the Cost Auditors of the company for conducting the audit of the cost records of the company for the financial year 2017-18 in terms of the provisions of section 148 of the Companies Act, 2013 read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time. The Cost Audit Report will be filed within the period stipulated under the Companies Act, 2013.

The Board of Directors appointed M/s. M.P. Turakhia & Associates, Cost Accountants, (Firm Registration Number: 000417) as the cost auditors of the company for financial year 2018-19 under section 148 of the Companies Act, 2013 to conduct the audit of cost records of the company. M/s. M.P. Turakhia & Associates have confirmed that their appointment is within the limits of section 141(3) (g) of the Companies Act, 2013 and also confirmed that they are not disqualified under any of the provisions specified under section 141(3) of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members’ ratification for the remuneration payable to M/s. M.P. Turakhia & Associates, Cost Auditor is included in the notice convening the Annual General Meeting.

INTERNAL AUDITORS

The Board had appointed M/s Mahesh C. Solanki & Co, Chartered Accountants (Firm Registration No.: 06228C), Indore as Internal Auditor for the financial year 2017-18 in terms of provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, who carried out the internal audit exercise for the financial year 2017-18 and submitted their report.

The Board of Directors has appointed M/s S. Ramanand Aiyer & Co., Chartered Accountants (Firm Registration No.: 000990N), Indore as Internal Auditor for the financial year 2018-19 pursuant to the provisions of the section 138 of the Companies Act, 2013 and rules made thereunder.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the company by its officers or employees to the


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Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this report.

VIGIL MECHANISM

The company has a Whistle Blower Policy as part of the vigil mechanism, which provides a platform to the employees and directors of the Company to come forward and raise their genuine concerns or grievances pursuant to section 177 (9) of the Companies Act, 2013 and rules made there under. The details of the Whistle Blower Policy are available on the website of the company www.aglonline.net .

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Your company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter alia, includes identification therein of elements of risk, including those which in the opinion of the Board may threaten the existence of the Company. Risk management process has been designed to identify, assess and frame a response to risks that affect the achievement of its objectives.

MEETINGS OF THE BOARD

stThe Board of Directors met Nine (9) times during the financial year ended 31 March, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder at regular intervals to discuss and decide on company/business policy and strategy apart from regular operations of the business. Also, in case of special and urgent business need, the Board approvals are taken by passing resolution through circulation, as permitted by law, which are confirmed in the subsequent board meetings. All the directors actively participated in the meetings and contributed valuable inputs on the matters brought before the board of directors from time to time. The intervening gap between the meetings had not exceeded the period prescribed under the Companies Act, 2013.

The agenda and notes on agenda are circulated to directors in advance. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted.

NUMBER OF BOARD MEETINGS AND ATTENDANCE OF EACH DIRECTOR AT BOARD MEETINGS

th th th st During the financial year Nine (9) board meetings were held – 24 April, 2017, 15 May, 2017, 28 June, 2017, 21

st nd rd th st August, 2017, 21 September, 2017, 22 December, 2017, 23 January, 2018, 16 March, 2018 and 31 March, 2018.

The details of attendance of each director at the board meetings are given below:

Name of Director No. of Board Meetings held No. of Board Meetingduring the year Attended

Mr. A.K. Jana 9 9*Mr. Anil Kumar 9 3*Mr. H.K. Srivastava 9 6Mr. V. Kannan 9 9Mr. H.R. Wate 9 8Maj. Gen. B.P. Tiwari 9 6Mr. P A B Raju 9 6


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*During the year Mr. H.K Srivastava was appointed in place of Mr. Anil Kumar as a Managing Director in the th

Board meeting held on 28 June, 2017.

COMMITTEES

AUDIT COMMITTEE

The Audit Committee composition and terms of reference is in accordance with the requirements of section 177 of the Companies Act, 2013 and rules made thereunder. All the members of the committee possess strong accounting and financial management knowledge. The Company Secretary of the company is the Secretary of the committee.

The composition of the Audit Committee is as under:

Name of Members CategoryMaj. Gen. B. P. Tiwari Independent Director- ChairmanMr. PAB Raju Independent Director- MemberMr. V. Kannan Whole Time Director- Member

th th th During the financial year six Audit Committee meetings were held- 24 April, 2017, 15 May, 2017, 25 July,

rd th st 2017, 03 March,2018, 16 March, 2018 and 31 March, 2018.

The details of attendance of each director at the Audit Committee are given below:

Name of Director No. of Committee Meetings No. of Committee Meeting held during the year Attended

Maj. Gen. B.P. Tiwari 6 6Mr. P A B Raju 6 4Mr. V. Kannan 6 6

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee composition and terms of reference is in accordance with the requirements of section 178 of the Companies Act, 2013 and rules made thereunder. The committee requires to formulate a policy in relation to appointment and removal of directors and key managerial personnel which inter-alia includes the criteria of appointment and qualifications, term / tenure of appointment, timely evaluation, removal, retirement, etc. and remuneration payable to them. The board of directors in the board

thmeeting held on 6 May, 2016 approved the ‘Nomination, Remuneration and Evaluation policy’ which is annexed herewith as Annexure III and forms part of this report. The composition of the Nomination and Remuneration Committee is as under:

Name of Members CategoryMr. H.R. Wate Non-Executive Director- ChairmanMaj. Gen. B.P. Tiwari Independent Director- MemberMr. PAB Raju Independent Director-Member

th During the year One Nomination and Remuneration Committee meeting was held on 28 June, 2017.

The details of attendance of each director at the Nomination and Remuneration Committee are given below:


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Name of Director No. of Committee Meetingsheld during the year Attended

Mr. H.R. Wate 1 1Maj. Gen. B.P. Tiwari 1 1Mr. P A B Raju 1 0

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policy of the company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The composition of this committee is as under:

Name of Members CategoryMr. H.K. Srivastava Managing Director- ChairmanMaj. Gen. B.P. Tiwari Independent Director- MemberMr. V. Kannan Whole Time Director- Member

rd During the financial year One CSR Committee meeting was held- 03 March, 2018.

The details of attendance of each director at the CSR Committee are given below:

Name of Director No. of Committee Meetings No. of Committee Meetingheld during the year Attended

Mr. H.K. Srivastava 1 1Maj. Gen. B.P. Tiwari 1 1Mr. V. Kannan 1 1

ALLOTMENT COMMITTEE MEETING FOR RIGHT ISSUE

rdThe Board of Directors in its meeting held on 23 January, 2018 accorded approval to issue 1,40,97,326 (One Crore Forty Lakh Ninety Seven Thousand Three Hundred and Twenty Six) equity shares of Rs. 10/- each (Rupees Ten Only) for cash at Rs. 39/- per share (including premium of Rs. 29/- per share) for an aggregate value of Rs. 54,97,95,714/- (Rupees Fifty Four Crore Ninety Seven Lakh Ninety Five Thousand Seven Hundred and Fourteen Only) on rights basis to the existing members of the Company as per the terms and conditions mentioned in the offer letter.

Board has constituted committee of Board of Directors for the Right Issue consisting of Managing Director as a Chairman and Director (Commercial) as member for allotment of right shares and it ceased to exist after completion of Right Issue.

rd Allotment Committee for Right issue in its meeting held on 23 February, 2018 allotted 1,40,97,326 (One Crore Forty Lakh Ninety Seven Thousand Three Hundred and Twenty Six) equity shares of Rs. 10/- each (Rupees Ten Only) for cash at Rs.39/- per share (including premium of Rs. 29/- per share) of an aggregate value of Rs. 54,97,95,714/- (Rupees Fifty Four Crore Ninety Seven Lakh Ninety Five Thousand Seven Hundred and Fourteen Only) on rights basis to GAIL and HPCL i.e. 70,48,663 equity shares to each on the terms and conditions as mentioned in the offer letter.

No. of Committee Meeting


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DISSOLUTION OF AUDIT COMMITTEE & NOMINATION AND REMUNERATION COMMITTEE.

thAccording to the Ministry of Corporate affairs, vide notification number G.S.R. 839(E) dated 5 July, 2017 issued the Companies (Appointment and Qualification of Directors) Amendment Rules, 2017 inter-alia amending rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The said amended Rule 4 inter-alia provides that an unlisted public Company which is a joint venture, a wholly owned subsidiary or a dormant company will not be required to appoint Independent Directors.

thIt is to be further noted that Ministry of Corporate affairs vide its notification dated 13 July, 2017 also amended the provisions of Rules 6 of Companies (Meetings of Boards and its Powers) Rules, 2014 which provides that the Company covered under rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 shall constitute an ‘Audit Committee’ and a Nomination and Remuneration Committee of the Board.

Aavantika Gas Limited (AGL) being unlisted public company and a Joint Venture of GAIL and HPCL is not covered under Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014, thus does not require to constitute an Audit Committee & Nomination and Remuneration Committee.

stAlso, the three year tenure of independent directors Mr. PAB Raju and Maj. Gen. B.P. Tiwari has expired on 31 March, 2018.

In view of the above, both the Audit Committee and Nomination and Remuneration Committee has been dissolved.

EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the st

Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31 March, 2018 in Form No. MGT-9 is attached herewith as Annexure V and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of section 134(3) (m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo by the company during the review is given as below:

i. The steps taken or impact on conservation of energy:1. CNG Compressors and other major equipment were properly maintained with the

implementation of preventive maintenance schedule.2. AGL follows the practice of switching off the lights and computers when not in use.3. AGL has undertaken Green Initiative to reduce printing of documents – Print only when it is

very ESSENTIAL.4. 10.4 % reduction in electrical power consumption for CNG stations by ensuring optimum

demand load and regular monitoring of Power Factor thereby reducing compression cost from Rs 2.02 per kg to Rs 1.81 per kg of CNG produced.

5. 10.81% reduction in the manpower expenses for AGL mother station operations

ii. Steps taken by the Company for utilising alternate sources of energy: AGL will explore the feasibility of provision of Solar Panels as a pilot project at Mother Stations to reduce power consumption from Power Distribution Company.


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iii. The capital investment on energy conservation equipment: Nil

The details relating to energy consumption in mother station and energy consumption per unit of production is given below:

Electricity & Fuel Consumption:

Particulars 2017-18 2016-17i) Electricity purchased

Units consumed (kwh) 26,98,094.99 23,90,525.10Total amount in (Rs.) 2,42,36,473.38 2,16,91,972.24Rate / Unit (Rs./kwh) 8.98 9.07

ii) Natural gas as fuel (kg) consumed 4,07,712.46 3,47,902.08

Consumption per MT of production:

Particulars 2017-18 2016-17Electricity Consumed (in kwh) 188.86 207.19Natural Gas as fuel (in kg) 41.73 39.63

TECHNOLOGY ABSORPTION

1. The efforts made towards technology absorption are Nil.

2. The benefits derived like product improvement, cost reduction, product development or import substitutions are Nil.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-(a) the details of technology imported;(b) the year of import;(c) whether the technology been fully absorbed;(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

All above imported technology are Nil during the last three years reckoned from the beginning of the financial year.

4. The expenditure incurred on Research and Development is also Nil.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The total foreign exchange earned and outflow by the company during the year under review, was Nil.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has framed a policy on Prevention of Sexual Harassment at Workplace and has constituted Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. During the financial year 2017-18, no complaint with allegation of sexual harassment was received by the Company.


25

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:?Details relating to deposits covered under Chapter V of the Act.? Issue of equity shares with differential rights as to dividend, voting or otherwise.? Issue of shares (including sweat equity shares) to employees of the Company under any scheme save

and except Employees’ Stock Options Plan referred to in this Report.?Neither the Managing Director nor the Whole-time Directors of the Company receive any commission

from company.?The Company does not have any scheme of provision of money for the purchase of its own shares by

employees or by trustees for the benefit of employees.?No significant or material orders were passed by the Regulators or Courts or Tribunals which impact

the going concern status and Company’s operations in future.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors express their gratitude to the Ministry of Petroleum & Natural Gas, State Governments of Madhya Pradesh, Petroleum and Natural Gas Regulatory Board, and Promoter Companies (GAIL & HPCL) for their continuous patronage & support throughout the year.

The Directors also acknowledge the support of all Statutory & Local Authorities, Bankers, Media, Station Operators & their employees, contractors, vendors and suppliers.

The Directors place on record their deep appreciation towards AGL’s valued customers for their continued cooperation & support and look forward to the continuance of this relationship in future also.

The Directors would also like to express their sincere appreciation for the dedicated efforts made and valuable services rendered by the employees of the AGL family in the Corporation’s achievements during the year 2017-18.

For and on behalf of the Board of Directors

Mumbai, August 21, 2018 Sd/- Sd/-V. Kannan H.K. SrivastavaDirector (Commercial) Managing Director(DIN: 07569790) (DIN: 07855541)


26

ANNEXURE I

FORM NO. AOC -2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014.

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis—There were no contracts or arrangements or transactions entered into during the year ended

st 31 March, 2018, which were not at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis—The details of material contracts or arrangements or transactions at arm’s length basis for the

st year ended 31 March, 2018 are as follows:

The related party transactions (RPTs) entered during the year were in the ordinary course of business and on arm’s length basis.

Since these RPTs are in theordinary course of business and are at arm’slength basis,approval of the board is not applicable.

SL.No.

Name(s) ofthe related

party & Nature of

relationship

Nature oftransactions

TransactionsValue (Rs. in

Crores)

Duration oftransactions

Salientterms of

transactions

Date ofapproval

by theboard

Amountpaid inadvance(Rs. inCrores)

67,62,28,650F.Y

(2017-18) NIL1.GAIL(India)

Limited

GasPurchase

2.

HindustanPetroleum

Corporation Limited

Gas Sale 25,20,89,486F.Y

(2017-18) NIL

The related party transactions (RPTs) enteredduring the year were in the ordinary course of business and on arm’s length basis.

Since these RPTs are in theordinary course of business and are at arm’slength basis,approval ofthe board is notapplicable.

73,84,664F.Y

(2017-18) NIL3.GAIL(India)

Limited

Supply ofManpowerServices

4.

HindustanPetroleum

Corporation Limited

1,35,16,017F.Y

(2017-18) NILSupply ofManpowerServices

For and on behalf of the Board

stMumbai, 21 August, 2018 Sd/-

V. Kannan Director (Commercial)

Sd/-H.K. Srivastava

Managing Director


27

Annexure - II

Form No. MR-3

SECRETARIAL AUDIT REPORTst FOR THE FINANCIAL YEAR ENDED on 31 March, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

ToThe MembersAavantika Gas Limited202-B, 2nd floor, NRK Business ParkVijay Nagar Square,A.B. Road Indore (M.P.) - 452010

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices byAavantika Gas Limited (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

st Company has, during the audit period covering the financial year ended on 31 March, 2018 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 the st

Company for the financial year ended on 31 March, 2018 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; (Not Applicable to the Company)

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowings; (Not Applicable to the Company)

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 (Not applicable to the Company);(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015

(Not applicable to the Company);(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009 (Not applicable to the Company);(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

(Not applicable to the Company);


28

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company)

(f) 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;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company) ; and

(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 (Not applicable to the Company).

I have also examined compliance with the applicable clauses of the following:i. Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India.ii. The Listing Agreements entered into by the Company with Stock Exchange(s), if applicable: (Not

Applicable to the Company).

We report that, during the year under review:

The Company is a Joint Venture Company of GAIL (India) Limited and Hindustan Petroleum Corporation Limited (HPCL).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following qualifications and reservations:

Company law

1. During the year under review, the Company has not spent full amount for expenditure in Corporate Social Responsibility as per Section 135 of Companies Act, 2013.

2. During the year under review, deposit of Rs. 1, 00,000.00 by the member of the Company for proposing the candidature of the Directors is not as per the provisions of the section 160 of the Companies Act, 2013.

3. During the year under review, director liable to retire by rotation is not as per the provisions of Section 152 of Companies Act, 2013.

I further report that

During the year, the Board of Directors of the Company is with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors, if any that took place during the period under review were carried out in compliance with the provisions of the Act subject to Note No. 2 and 3 mentioned above.Notice is given to all directors to schedule the Board Meetings, agenda and a details note of agenda were sent at least seven days in advance and in some cases at shorter notices 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.

Majority decision is carried through while the dissenting members’ views, if any are captured and recorded as part of the minutes.

I further report that having regard to the systems and processes in place to monitor and ensure compliance with general laws like labour laws, Competition laws and on examination of the relevant documents and records in pursuance thereof, on test check basis, some of the findings observed are:

i. Labour Laws

?Payment of Bonus Act, 1965


29

?Payment of Gratuity Act, 1972?The Employees Provident Fund and Miscellaneous Provisions Act, 1952?The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013?Payment of wages Act,1936?Minimum Wages Act, 1948 and other applicable laws.

ii. Competition Act, 2002

Labour, Environment and other general laws

1. The Company has not renewed the Factory licence, situated at Plot No. 513A, 513B, Sector 3, Near Girnar Fiber, Pithampur and thereon applied for the same.

2. The Company has not submitted Form V (Environmental Audit Report) to the State Pollution Control Board under the Environment (Protection) Rules, 1986 for the F.Y. 2017-18.

3. The Company has filed Form-III i.e Annual Return under Minimum Wages (Central) Rules, 1950, beyond the specified time.

4. In the records of the Company we have not found/received/not provided by the Company the following documents:

i. the ‘consent order’ under the water (Prevention & Control of Pollution) Act, 1974 and the Air (Prevention & Control of Pollution) received from the Madhya Pradesh Pollution Control Board for the F.Y. 2017-18.

ii. Quarterly Return under Rule 24 of Explosives Rules, 2008.iii. Authorization Letter & Annual Return i.e. Form 2 and Form 4 respectively, under Hazardous

Waste (Management, Handling and Transboundary Movement)Rules, 2016 were not provided other than Indore Mother station.

5. Safety committee was formed and approved by the occupier on 27/12/2017 and first committee meeting was held on 09/01/2018 for the F.Y 2017-18.

I further report that there are 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.

Matters pertaining to financial, direct/indirect taxation, statutory audit which have been dealt by other professionals, are not in the scope of our audit and hence, no comments have been made on these matters.

I further report that during the audit period, there were no instances of:i. Public / Preferential issue of shares / debentures / sweat equity, etc.ii. Redemption / buy-back of securities.iii. Major decisions taken by the members in pursuant to section 180 of the Companies Act, 2013.iv. Merger / amalgamation / reconstruction etc.v. Foreign technical collaborations, etc.

Place: Indore Date: 18.08.2018

Sd/-CS Manpreet Kaur HoraFor Manpreet Hora & Co.Company SecretariesACS No. 47979C P No.: 1764


30

To,The MembersAavantika Gas Limited202-B, 2nd floor, NRK Business ParkVijay Nagar Square,A.B. Road Indore (M.P.) - 452010

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Indore Date: 18.08.2018

Sd/-CS Manpreet Kaur HoraFor Manpreet Hora & Co.Company SecretariesACS No. 47979C P No.: 1764


31

ANNEXURE III

NOMINATION, REMUNERATION AND EVALUATION POLICY

TABLE OF CONTENTS:

? Preamble

? Objective

? Definitions

? Role of Committee

? Term & Tenure

? Evaluation

? Remuneration

? Removal

? Retirement

? Amendment(s)

1. PREAMBLEThis Nomination, Remuneration and Evaluation Policy (the “Policy”) applies to the Board of Directors (the “Board”), Key Managerial Personnel (the “KMP”) and the Senior Management Personnel and other Employees of Aavantika Gas Limited (the “AGL”).

This Policy has been formulated in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 read along with the applicable Rules made thereunder.

2. OBJECTIVEThe Key objectives of the policy would be:

?To lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management of the Company in accordance with the criteria laid down by the Nomination & Remuneration Committee and recommend to the Board their appointment and removal.

?To lay down the criteria to carry out evaluation of every Director’s performance.?To formulate criteria for determining qualification, positive attributes and Independence of a Director.?To recommend to the Board a policy, relating to remuneration of directors, key managerial personnel

and other employees.

3. DEFINITIONS?Act means the Companies Act, 2013 and rules framed thereunder, as amended from time to time.? Board means Board of Directors of AGL.?Directors mean Directors on the Board of AGL.?Key Managerial Personnel or KMP means:

§ Chief Executive Officer or the Managing Director or the Manager;§ Whole-time director;§ Company Secretary§ Chief Financial Officer ; and§ Such other officer as may be prescribed


32

Nomination and Remuneration Committee means ‘Nomination and Remuneration Committee’ constituted by the Board of Directors of the Company from time to time under the provisions of the Act.

?Policy means the Nomination, Remuneration and Evaluation policy.

?Other Employees mean all the employees other than the Directors, KMPs and the Senior Management Personnel.

?Senior Management Senior Management means personnel of the company who are members of its core management team excluding the Board of Directors comprising all members of management one level below the Executive Directors, including Functional Heads.

?Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 or the Rules made thereunder, as may be amended from time to time shall have the meaning respectively assigned to them therein.

4. ROLE OF COMMITTEE

i. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee

The Committee shall:

?Formulate the criteria for determining qualifications, positive attributes and independence of a director.

?Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

?Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

?Recommend to the Board a policy relating to remuneration for the directors, KMP and other employees.

ii. Policy for appointment and removal of Director, KMP and Senior Management Appointment of Nominee Directors

?As per the JV agreement of AGL, two directors including Managing Director are nominated by GAIL and two directors including Director (Commercial) are nominated by HPCL, therefore their appointment criteria, qualification, expertise, experience etc, would be governed by GAIL & HPCL policies respectively and would be as per the provisions of the Companies Act, 2013 and rules made thereunder.

?Managing Director from GAIL and Director (Commercial) from HPCL would be the whole time directors and the other nominee directors from GAIL and HPCL would be non-executive directors.

Appointment of Independent Directors

?The Independent Directors shall be appointed as per the provisions of section 149 of the Companies


33

Act, 2013 and rules made thereunder.

?The Independent Directors are abide by the provisions specified in Schedule IV- Code for Independent Directors of the Companies Act, 2013.

Appointment of KMP

?The KMP shall be appointed as per the provisions of section 203 of the Companies Act, 2013 and rules made thereunder.

Other Provisions?The Committee shall identify and ascertain the integrity and probity, qualification, expertise and

experience of the person for appointment as Director and KMP and accordingly recommend to the Board his / her appointment.

?The Committee should ensure that the person so appointed as Director/Independent Director shall not be disqualified under the Act, or any other enactment for the time being in force.

?The Senior Management Personnel and other employees shall be appointed and removed as per the HR policy and procedure of the Company.

5. TERM / TENURE

a) Managing Director/Whole-time Director:The appointment or re-appointment of any person as its Chairman, Managing Director or Executive Director in the Company is as per the Joint Venture Agreement, Articles of Association and pursuant to the provisions of the Act.

b) Independent Director:An independent director shall hold office for a term maximum up to five consecutive years on the Board of a company, but shall be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

?No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

?At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves as per the provisions prescribed under the Act.

c) KMPsThe Company shall appoint KMPs i.e. Company Secretary, Chief Financial Officer and Chief Executive Officer, if any, pursuant to the provisions of the Act.

d) Senior Management Personnel and other employeesThe Company shall appoint the Senior Management Personnel and other employees as per the Company’s prevailing policy. Also, their tenure/term shall be governed as the per the Company’s prevailing HR policy.


34

6. EVALUATIONThe performance evaluation of the Executive and Non-Executive Director(s) shall be done by the Committee and also by the Independent Directors in their separate meetings. The performance evaluation of Independent Directors shall be done by the Committee and also by the entire Board of Directors excluding the Director being evaluated. In conformity with the requirement of the Act, the performance evaluation of all the directors shall be done by the entire Board of Directors, excluding the director being evaluated.

a) Criteria for evaluation of Executive and Non-Executive Director(s) (including independent directors):

Evaluation of each Director of the Company including Independent Directors shall be based on the following Performance parameters:

1. Attendance and participations in the meetings in the Board Meetings, General Meetings and Committee meetings in which the director is member.

2. Abidance and behavior in accordance with ethical standards & code of conduct of Company.3. Raising of concerns to the Board.4. Rendering independent, unbiased opinion and resolution of issues at meetings.5. Initiative in terms of new ideas and planning for the Company.6. Compliance with respect to disclosure of independence.7. Disclosure of interest.8. Compliance with policies of the Company, ethics, code of conduct, etc.9. Timely inputs on the minutes of the meetings of the Board.

In addition to the evaluation criteria Directors, as above-said, Executive Director(s) shall also be evaluated on the basis of following criteria:

1. Professional skills, problem solving, and decision-making.2. Supervising & training the staff members and succession planning.

b) Criteria for evaluation of Board of Directors:The performance evaluation of the entire Board of Directors to be considered on various aspects including the following:

1. Board Meeting are conducted in a manner that encourages open communication, meaningful participation, timely resolution of issues, and effective in decision making.

2. Timely inputs on the minutes of the meetings of the Board.3. The Board receives regular financial updates and takes all necessary steps to ensure the operations of

the organizations are sound. 4. The Board Chairman should be effectively and appropriately leads and facilitates the Board meeting

and the policy and governance work of the Board.

c) Criteria for evaluation of Committees of BoardThe Board has constituted the following committees:

1. Audit Committee2. Corporate Social Responsibility Committee3. Nomination and Remuneration Committee

The performance evaluation of each committee based on following aspects which inter alia includes:1. The Committee Meetings are conducted in a manner that encourages open communication,


35

meaningful participation, timely resolution of issues and effective decision making.2. The number of Committee meetings is sufficient for it to accomplish its tasks.

7. REMUNERATION

1. Remuneration to the Managing Director, Whole-Time Director, KMP and Senior Management Personnel and other Employees

As per the JV agreement of AGL, Managing Director and Director Commercial are nominated by the GAIL and HPCL, therefore their remuneration will be governed by GAIL & HPCL policies respectively, Schedule V and other provisions of the Companies Act, 2013.

The remuneration/compensation etc to the Company Secretary, Senior Management Personnel and other employees as decided by the Managing Director in concurrence with Director Commercial at the time of their appointment in adherence to the existing approved pay structure of the company.

2. Remuneration to Non- Executive / Independent Director: Sitting Fees:The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof as per provision mentioned in the Articles of Association of the Company. Provided that the amount of such fees shall not exceed as may be prescribed by the Companies Act 2013 and rules made thereunder and Central Government from time to time.

8. REMOVAL

NOMINEE DIRECTORS

Removal of nominee directors are as per the Joint Venture Agreement and the policy and procedure of GAIL and HPCL.

INDEPENDENT DIRECTORS

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of an Independent Director.

KMP AND SENIOR MANAGEMENT PERSONNEL

Removal of KMP and Senior Management Personnel as per the provisions of the Companies Act, 2013 and as per the prevailing HR policy of the Company.

9. RETIREMENT

NOMINEE DIRECTORS

Retirement of nominee directors are as per the policy and procedure of GAIL and HPCL.

INDEPENDENT DIRECTORSThe Independent Director shall vacate the office at the end of the tenure for which they are appointed by the Board but shall be eligible for reappointment.


36

KMP AND SENIOR MANAGEMENT PERSONNEL

KMP and Senior Management Personnel and other employees shall retire as per the applicable provisions of the Act and the prevailing policy of the Company.

10. AMENDMENT(s)

Subject to the approval of Board of Directors, the committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company. The Policy may be amended by passing a resolution at a meeting of the Nomination and Remuneration Committee.


37

ANNEXURE IV

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2017-18.

1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

Aavantika Gas Limited (AGL) has strengthened its commitment to giving back to the community through its corporate social responsibility initiatives. The key focus areas for CSR are promoting education, preventive health care and environment sustainability. The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013.

In accordance with the Companies Act, 2013, your company has committed 2% of last three years average Profit before Tax i.e. Rs. 46, 94,872.84/- towards CSR initiatives for this financial year.

It is mandatory for your company to comply with the provisions of section 135 of the Companies Act, 2013. Accordingly, the Corporate Social Responsibility Committee has formulated and recommended to the board a Corporate Social Responsibility Policy (“CSR Policy”), which was approved by the Board and implemented by the company. The policy, inter alia, covers the following:

? Vision? Objectives?Project, Programme and activities?Area Identification?Implementation?Reporting

Web link to the CSR Policy, including overview of projects or programs proposed to be undertaken – www.aglonline.net

2. Composition of the CSR Committee

The company has a CSR committee of directors comprising of following:

?Mr. H.K. Srivastava- Chairman?Mr. V. Kannan- Member

3. Average net profit of the company for last three financial years: Rs. 23,47,43,642/-

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above): Rs. 46,94,872.84/-.

5. Details of CSR expenditure during the financial year:

a) Total amount to be spent for the Financial Year: Rs. 46,94,872.84/-.


38

b) Amount unspent, if any: Rs. 46,94,872.84/-.c) Manner in which the amount spent during the Financial Year: NIL

6. In case the company has failed to spend the two per cent, of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board Report:

AGL considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society.

AGL has identified local government sponsored CSR activities in the areas of promoting education, preventive health care and environment sustainability for associating ourselves through contributing from our CSR fund. However, the expenditure could not be incurred in the year 2017-18. Therefore, the CSR allocable amount has been carried forward to the next year (which is over and above the amount ascertained for the financial year 2018-19) and the same has been spent towards library situated at Ujjain and for purchase of MRI and C.T. scan machines for Diagnostic Center towards Indian Red Cross Society, Indore.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company:

The implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the company.

Sd/- Sd/-V. Kannan H.K. Srivastava

Director (Commercial) Chairman –CSR Committee

stMumbai, 21 August, 2018


39

ANNEXURE V

EXTRACT OF ANNUAL RETURN

As on financial year ended on March 31, 2018

[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

CIN : U40107MP2006PLC018684

Registration Date : June 07, 2006

Name of the Company : Aavantika Gas Limited

Category/Sub-category of the Company : Company Limited by Shares/ Indian Non -

Government Company

Address of the registered office : 202-B, II Floor, NRK Business Park,

contact details Vijay Nagar Square, A. B. Road,

Indore (M.P.) – 452010

Telephone No. : (0731) – 4222520

e-mail id : [email protected]

Whether listed company : No

Name, Address & contact details of the : MCS Share Transfer Agent Ltd, F-65,

Registrar & Transfer Agent, if any : 1 st Floor, Okhla Industrial Area,

Phase-1, New Delhi-110020

Telephone No. : +91 11 41406149.

e-mail id : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

S.No. Name and Description of main NIC Code of the % to total turnover

products/services Product/service of the company

1 Sale of CNG and PNG 4020 99.35

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.No. Name and Description of main NIC Code of the % to total turnover

products /services Product/service of the company

The Company do not have any holding, subsidiary and associate companies.


40

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

i. CATEGORY-WISE SHARE HOLDINGCategory of

Shareholders beginning of the year end of the year Change

during

Demat Physical Total % of Demat Physical Total % of the

Total Total Year

Shares Shares

A. Promoters

(1) Indian

a) Individual/HUF - 4 4 0.00 - 4 4 0.00 -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies corp. - 4,49,99,996 4,49,99,996 99.94 4,49,99,996 1,40,97,326 5,90,97,322 99.96 -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total (A) (1) - 4,50,00,000 4,50,00,000 99.94 4,49,99,996 1,40,97,330 5,90,97,326 99.96 -

(2) Foreign

a) NRIs- Individuals - - - - - - - - -

b) Other-Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks/ FI - - - - - - - - -

e) Any other - - - - - - - - -

Sub-total (A) (2) - - - - - - - - -

Total

shareholding

of Promoter

(A) = (A)(1)+(A)(2) - 4,50,00,000 4,50,00,000 99.94 4,49,99,996 1,40,97,330 5,90,97,326 99.96 -

B. Public

Shareholding

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 Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -

2. Non-Institutions

a) Bodies Corp.

i) Indian - 25,000 25,000 0.06 - 25,000 25,000 0.04 -

No. of Shares held at the No. of Shares held at the %


41

ii) Overseas - - - - - - - - -

b) Individuals

i) Individual

shareholders

holding - - - - - - - - -

nominal share

capital up to

Rs. 1 lakh

ii) Individual

shareholders

holding - - - - - - - - -

nominal share

capital in excess

of Rs 1 lakh

c) Others (specify) - - - - - - - - -

Promoter Group

entities - - - - - - - - -

Non Resident

Indians - - - - - - - - -

Foreign Companies - - - - - - - - -

Directors/Relatives - - - - - - - - -

Clearing Members - - - - - - - - -

Trusts - - - - - - - - -

Sub-total (B)(2):- - 25,000 25,000 0.06 - 25,000 25,000 0.04 -

Total Public

Shareholding

(B)=(B)(1)+(B)(2) - 25,000 25,000 0.06 - 25,000 25,000 0.04 -

C. Shares held

by Custodian

for GDRs & ADRs - - - - - - - - -

Grand Total

(A+B+C) - 4,50,25,000 4,50,25,000 100 4,49,99,996 1,41,22,330 5,91,22,326 100 -

ii. SHAREHOLDING OF PROMOTERS

S.N Shareholder’s Shareholding at the beginning Shareholding at the end % change

Name of the year of the year in share

No. of % of total %of Shares No. of %of Total %of Shares holding

Shares Shares of Pledged / Shares Shares Pledged / during

the comp encumbered of the encumbered the year

to total company to total

Shares Shares

1 GAIL (India)

Limited 2,24,99,998 49.97 NIL 2,95,48,661 49.97 NIL 0.00

2 Hindustan Petroleum

Corporation Limited 2,24,99,998 49.97 NIL 2,95,48,661 49.97 NIL 0.00

3 Ashish Kumar Mittal 1 00.00 NIL 1 00.00 NIL 00.00

4 U.K. Tripathi 1 00.00 NIL 1 00.00 NIL 00.00

5 Shrikant Bhosekar 1 00.00 NIL 1 00.00 NIL 00.00

6 Satya Prakash Gupta 1 00.00 NIL 1 00.00 NIL 00.00


42

ii. CHANGE IN PROMOTERS’ SHAREHOLDING

Particulars Shareholding at the beginning

of the year the year

No. of shares % of total shares No. of shares % of total shares

of the company of the company

At the beginning of the year-

as on 1 st April 2017 450,00,000 99.94 450,00,000 99.94

Increase/Decrease in no.

of shareholding - - 1,40,97,326 0.02

At the end of the year - - 5,90,97,326 99.96

iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Particulars Shareholding at the beginning Cumulative Shareholding during


No. of shares % of total shares No. of shares %oftotal Shares


IL& FS INVESTMENT MANAGERS LIMITED

At the beginning of the year 8,250 0.02 8,250 0.02

Increase /(Decrease) - - - -

At the end of the year 8,250 0.02

IDBI TRUSTEESHIP SERVICES LIMITED


Increase / (Decrease) - - - -


IDFC BANK LIMITED

At the beginning of the year 3500 0.01 3500 0.01

Increase due to transfer of shares - - - -


IDFC ALTERNATIVES LIMITED




IDFC TRUSTEE COMPANY LIMITED A/C IDFC INFRASTRUCTURE FUND 2

A/C IDFC PRIVATE EQUITY FUND II




v. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Particulars Shareholding at the beginning Cumulative Shareholding during


No. of shares % of total shares No. of shares % of total shares


At the beginning of the year - - - -

Increase/ (Decrease) - - - -

At the end of the year - - - -

None of the directors and key managerial personnel holds any shares of the company during the financial year 2017-18.

Cumulative Shareholding during


43

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amount in Rs.)

Secured Loans

excluding deposits Loans Indebtedness

Indebtedness at the beginning

of the financial year

i) Principal Amount 1,58,52,93,937 - 12,05,19,503 1,70,58,13,440

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 6,83,676 - - 6,83,676

Total (i+ii+iii) 1,58,59,77,613 - 12,05,19,503 1,70,64,97,116

Change in Indebtedness during

the financial year

* Addition 31,42,70,818 - 6,25,01,587 37,67,72,405

* Reduction 21,45,04,770 - 1,37,50,426 22,82,55,196

Net Change 9,97,66,048 - 4,87,51,161 14,85,17,209

Indebtedness at the end of the

financial year

i) Principal Amount 1,68,57,33,661 - 16,92,70,664 1,85,50,04,325

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 24,87,777 - - 24,87,777

Total (i+ii+iii) 1,68,82,21,438 - 16,92,70,664 1,85,74,92,102

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Amount in Rs.)

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Anil Kumar H.K. Srivastava V. Kannan

(Managing (Managing (Whole-Time

Director) Director) Director)

1 Gross salary

(a) Salary as per provisions

contained in section 17(1)

of the Income-tax Act, 1961 16,34,665 46,41,674 52,69,837

(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, specify… - - - -

5 Others, please specify 3,66,966 2,81,050 - -

Total (A) 20,01,631 49,22,724 52,69,837

Ceiling as per the Act - - - -

Unsecured Deposits Total


44

B. Remuneration to other directors

(Amount in Rs.)

SN. Particulars of Remuneration Name of Directors Total Amount

1 Independent Directors Major Gen PAB Raju -

B.P. Tiwari

Fee for attending board

committee meetings 2,10,000 75,000 2,85,000

Commission - - -

Others, please specify - - -

Total (1) 2,10,000 75,000 2,85,000

2 Other Non-Executive Directors A.K. Jana H.R. Wate -

Fee for attending board

committee meetings - - -

Commission - - -

Others, please specify - - -

Total (2) - - -

Total (B)=(1+2) 2,10,000 75,000 2,85,000

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(Amount in Rs.)

SN Particulars of Remuneration Key Managerial Personnel

CEO CS CFO* Total

1 Gross salary Rashi Joshi

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961 - 8,16,863 - 8,16,863

(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, specify… - - - -

5 Others, please specify - - - -

Total - 8,16,863 - 8,16,863

*The remuneration of CFO is the same as that of the Whole-Time Director, Mr. V. Kannan, since he is the CFO for the purpose of the Companies Act, 2013.

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Authority[RD / Appeal made,

Companies Act Description Penalty / NCLT/COURT] if any (give

Punishment/ Details)

Compounding

fees imposed

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -


45

B. DIRECTORS

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

C. OTHER OFFICERS

IN DEFAULT

Penalty - - - - -

Punishment - - - - -Compounding - - - - -


46

INDEPENDENT AUDITOR’S REPORT

To,The Members of M/s AAVANTIKA GAS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of AAVANTIKA GAS LIMITED, which comprise the

Balance Sheet as at March 31, 2018, 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’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,

2013 with respect to the preparation of these financial statements that give a true and fair view of the financial

position, financial performance and cash flows of the Company in accordance with the accounting principles

generally accepted in India, including the Indian Accounting Standards 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 of 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 controls, that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation

and presentation of the financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters

which are required to be included in the audit report under the provisions of the Act and the Rules made there

under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the

Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in

the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those

risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the

financial statements that give a true and fair view in order to design audit procedures that are appropriate in

the circumstances. 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 of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the financial statements.


47

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

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 31st March, 2018, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government of

India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ‘Annexure A’,

a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books.

c) The Balance Sheet, the 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 financial statements comply with the Indian Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on

record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 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’.

g) With respect to the other matters to be included in the Auditor’s 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 pending litigations 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.

h) As required by section 143(5) of the Act, our report is as per Annexure III.

FOR SURESH S. KIMTEE & CO.Chartered Accountants

FRN: 001270CPlace:- Indore Date: 15/05/2018

Sd/-Sudeep Kimtee

(Partner)Membership No. 405935


48

Annexure ‘A’

The Annexure referred to in paragraph 1 of Our Report on “Other Legal and Regulatory Requirements”.We report that:I. a. The company has maintained proper records showing full particulars, including

quantitative details and situation of its fixed assets.

b. As explained to us, fixed assets have been physically verified by the management at

reasonable intervals; no material discrepancies were noticed on such verification.

c. The title deeds of immovable properties are held in the name of the company.

ii. As explained to us, inventories have been physically verified during the year by the

management at reasonable intervals. No material discrepancy was noticed on physical

verification of stocks by the management as compared to book records.

iii. According to the information and explanations given to us and on the basis of our examination

of the books of account, the Company has not granted any loans, secured or unsecured, to

companies, firms, Limited Liability Partnerships or other parties listed in the register

maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of

clauses iii (a), (b) and (c)of the order are not applicable to the Company.

iv. In respect of loans, investments, guarantees, and security, provisions of section 185 and 186 of

the Companies Act, 2013 have been complied with.

v. The company has not accepted any deposits from the public covered under sections 73 to 76 of

the Companies Act, 2013.

vi. As per information & explanation given by the management, maintenance of cost records has

not been specified by the Central Government under sub-section (1) of section 148 of the

Companies Act, 2013.

vii. a. According to the records of the company, undisputed statutory dues including

Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance,

Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, value added tax, cess

and any other statutory dues to the extent applicable, have generally been regularly

deposited with the appropriate authorities. According to the information and

explanations given to us there were no outstanding statutory dues as on 31st of March,

2018 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there is no amount payable

in respect of income tax, service tax, sales tax, customs duty, excise duty, value added

tax and cess whichever applicable, which have not been deposited on account of any

disputes.


49

viii. In our opinion and according to the information and explanations given by the management,

we are of the opinion that, the Company has not defaulted in repayment of dues to a financial

institution, bank, Government or debenture holders, as applicable to the company.

ix. Based on our audit procedures and according to the information given by the management, the

company has not raised any money by way of initial public offer or further public offer . The

money raised by way of term loans have been applied for the purpose for which they were

obtained.

x. According to the information and explanations given to us, we report that no fraud by the

company or any fraud on the Company by its officers or employees has been noticed or

reported during the year.

xi. According to the information and explanations given to us, we report that managerial

remuneration has been paid in accordance with the requisite approvals mandated by the

provisions of section 197 read with Schedule V to the Companies Act.

xii. The company is not a Nidhi Company. Therefore clause xii) of the order is not applicable to the

company.

xiii. According to the information and explanations given to us, all transactions with the related

parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable

and the details have been disclosed in the Financial Statements etc. as required by the

applicable Indian Accounting Standards.

xiv. The company has not made any preferential allotment or private placement of shares or fully

or partly convertible debentures during the year under review.

xv. The company has not entered into non-cash transactions with directors or persons connected

with him.

xvi. The company is not required to be registered under section 45-IA of the Reserve Bank of India

Act, 1934.


FRN: 001270CPlace:- Indore Date: 15/05/2018

Sd/-Sudeep Kimtee

(Partner) Membership No. 405935


50

Annexure ‘B’

Report on Internal Financial Controls Over Financial Reporting

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

We have audited the internal financial controls over financial reporting of AAVANTIKA GAS

LIMITED as of March 31, 2018 in conjunction with our audit of the financial statements of the

Company for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe 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’ ResponsibilityOur 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 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 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 judgment, including the assessment of

the risks of material misstatement of the financial statements, whether due to fraud or error.

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.


51

Meaning of Internal Financial Controls Over Financial ReportingA 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 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 financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company's assets that could have a material effect on the

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.

OpinionIn 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, 2018, 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.


FRN: 001270CPlace:- IndoreDate: 15/05/2018

Sd/-Sudeep Kimtee

(Partner) Membership No. 405935


52

Annexure III

As required by directions given by Comptroller and Auditor General of India for the year 2017-18 under Section 143(5) of the Companies Act, 2013.

Based on the verification of records of the company and based on information and explanation

given to us, we give below a report on the directions issued by the Comptroller and Auditor

General of India in terms of Section 143(5) of the Act.

1. The Company has informed that they do not own any free hold land. The company is having 04

No.s of lease hold land and that lease deed of those lease hold lands were produced before us

during the course of Audit.

2. There is no waiver of Debts/ Loans/ Interest, etc.

3. Whether proper records are maintained for inventories lying with third parties & assets

received as gift from Govt. or other authorities. :-

a) Regarding inventory lying with third parties: At the end of the accounting year there was no

Inventory with Third Parties. However the stock in pipe line & Cascade at the dispensing

Outlets, the same was quantified in terms of its capacity.

b) During the year the Company has not received any assets as gifts from Government or other

authorities.

Place:-IndoreDate: 15/05/2018

FOR SURESH S. KIMTEE & CO.

Chartered Accountants

Firm Reg. No. 001270C

Sd/-

Sudeep Kimtee

(Partner)

Membership No. 405935


53

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6)(b) OF THE COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF

STAAVANTIKA GAS LIMITED FOR THE YEAR ENDED 31 MARCH, 2018.

st The preparation of financial statements of Aavantika Gas Limited for the year ended 31 March, 2018

in accordance with the financial reporting framework prescribed under the Companies Act, 2013 is

the responsibility of the management of the company. The statutory auditor appointed by the

Comptroller and Auditor General of India under section 139(5) of the Act is responsible for expressing

opinion on the financial statements under section 143 of the Act based on independent audit in

accordance with standards on auditing prescribed under section 143(10) of the Act. This is stated to th

have been done by them vide their Audit Report dated 15 May, 2018.

I, on behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit

under section 143(6)(a) of the Act of the financial statements of Aavantika Gas Limited for the year st

ended 31 March, 2018. This supplementary audit has been carried out independently without access

to the working papers of the statutory auditors and is limited primarily to inquiries of the statutory

auditors and company personnel and a selective examination of some of the accounting records. On

the basis of my audit nothing significant has come to my knowledge which would give rise to any

comment upon or supplement to statutory auditor’s report.

For and on the behalf of theComptroller & Auditor General of India

Place: MumbaiDate: 11 July, 2018

Sd/-

Tanuja Mittal

Principal Director of Commercial Audit &

ex-officio Member Audit Board-II, Mumbai


54

I ASSETS (1) Non-Current Assets (a) Property, Plant and Equipment 2(a) 2,54,99,79,173 2,01,08,49,092 (b) Capital Work-in-Progress 2(b) 40,93,50,525 52,63,91,463 (c) Investment Property - - (d) Goodwill - - (e) Other Intangible Assets - - (f) Intangible Assets under development - - (g) Financial Assets (i) Non Current Investments - -

(ii) Trade Receivables - NC - - (iii) Long Term Loans & Advances 3 48,88,275 45,46,745 (iv) Others Financial Assets - NC 4 15,13,299 13,74,849 (h) Deferred Tax Assets (net) - - (i) Other Non-Current Assets (NF) 5 61,91,229 65,01,294 2,97,19,22,501 2,54,96,63,443 (2) Current assets (a) Inventories 6 42,06,440 34,11,375 (b) Financial Assets (i) Current Investments - - (ii) Trade Receivables - C 7 14,15,69,354 8,76,67,840 (iii) Cash and Cash Equivalents 8 63,64,01,676 1,58,67,023 (iv) Bank Balances other than (iii) above 9 8,87,50,695 11,35,35,073 (v) Short-Term Loans and Advances 10 19,85,580 19,85,580 (vi) Others Financial Assets - C 11 11,35,350 8,980 (c) Current Tax Assets (Net) TDS Receivables 20,87,377 20,87,045 (d) Other Current Assets - NC 12 73,90,931 1,30,34,067

88,35,27,402 23,75,96,983 Total Assets 3,85,54,49,903 2,78,72,60,426

EQUITY AND LIABILITIES Equity (a) Equity Share Capital 13 59,12,23,260 45,02,50,000 (b) Other Equity 14

(i) Security Premium Account 40,88,22,454 - (ii) Retained Earnings 68,99,72,242 44,72,63,565 (iii) Reserves Total equity 1,69,00,17,956 89,75,13,565 Liabilities (1) Non Current Liabilities (a) Financial Liabilities (i) Long Term Borrowings 15 1,51,44,65,412 1,45,12,08,758 (ii) Other Non-Current financial liabilities - - (b) Long Term Provisions 16 35,50,100 20,64,437 (c) Deferred Tax Liabilities (Net) 17 8,82,20,118 7,64,70,493 (d) Other Non-Current Liabilities - NF 18 17,03,54,785 12,12,63,377 1,77,65,90,415 1,65,10,07,066

(2) Current Liabilities (a) Financial Liabilities (i) Short term borrowings 19 - - (ii) Trade Payables - C 20 6,01,90,574 3,13,71,659 (iii) Other Current financial liabilities 21 29,16,72,878 18,86,02,958 (b) Other Current Liabilities 22 72,31,867 54,93,915 (c) Short Term Provisions 23 2,97,46,213 1,32,71,263 (d) Current Tax Liabilities (Net) - - 38,88,41,533 23,87,39,795 Total Equity and Liabilities 3,85,54,49,903 2,78,72,60,426

Accounting Policies 1Accompanying Notes are an integral part of the Financial Statements 33-45

As Per Our Report of Even Date For and on behalf of the Board Sd/- Sd/-

FOR SURESH S. KIMTEE & CO. H.K.Srivastava V.KannanChartered Accountants Managing Director Director (Commercial)Firm Reg. No. 001270C DIN : 06875907 & Chief Financial Officer

DIN : 07569790Sd/- Sd/-

Sudeep Kimtee Rashi JoshiPartner Company Secretary

Membership No. 405935 Place : INDORE Place : INDORE Date : 08.05.2018 Date : 08.05.2018

STBALANCE SHEET AS AT 31 MARCH, 2018Particulars Notes 31.03.2018 31.03.2017


55

Particulars Notes 31.03.2018 31.03.2017

REVENUE

Revenue From Operations

Sale of Products 24 1,47,62,67,966 1,30,76,80,388

Other Operating Revenues 25 82,93,909 67,53,297

1,48,45,61,8 74 1,31,44,33,686

Other Income 26 96,55,471 81,80,901

Total Income 1,49,42,17,345 1,32,26,14,587

EXPENSES

Cost of Materials Consumed 27 35,54,49,190 32,55,50,983

Purchases of Stock-in-Trade 24,33,16,659 18,99,05,315

Changes in Inventories of Finished Goods,

Stock-in -Trade and Work-in-Progress 28 (53,729) (46,904)

Excise Duty on sale of CNG 13,30,42,279 11,61,13,768

Employee Benefits Expense 29 6,16,15,287 4,45,04,218

Finance Costs 30 10,44,43,605 9,05,00,281

Depreciation & Amortization Expense 31 9,64,11,050 7,29,28,865

Other Expenses 32 17,64,39,265 15,48,54,915

Total Expenses 1,17,06,63,608 99,43,11,441

Profit Before exceptional items and Tax 32,35,53,738 32,83,03,145

Exceptional Items -

Profit Before Tax 32,35,53,738 32,83,03,145

Tax Expense:

Current tax 6,90,20,029 7,13,30,991

Deferred tax 3,45,24,131 7,71,74,724

Provision for Tax for Earlier years written back (net) -

Less: MAT credit entitlement (2,27,74,505) (1,09,09,924)

Tax Expenses 8,07,69,654 13,75,95,791

Profit/(loss) for the period 24,27,84,084 19,07,07,354

Other Comprehensive Income

A: Items that will not be reclassified to profit or loss in subsequent periods:

Remeasurement of the defined benefit plans; (75,407) 1,27,921

Net Other Comprehensive income not to be reclassified to Profit and Loss

in subsequent periods (75,407) 1,27,921

B: Items that will be reclassified to profit or loss

Net Other Comprehensive income to be reclassified to Profit and Loss in

subsequent periods - -

Other Comprehensive Income for the year, net of tax (75,407) 1,27,921

Total Comprehensive Income for the year, net of tax (Comprising Profit (Loss)

and Other Comprehensive Income for the period) 24,27,08,677 19,08,35,275

Earning Per Share

(1) Basic 5.26 4.24 (2) Diluted 5.26 4.24

STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED MARCH 31, 2018



DIN : 07569790Sd/- Sd/-



Place : INDORE Place : INDORE Date : 08.05.2018 Date : 08.05.2018


56

A Cash Flow From Operating Activities

1 Profit for the Period before adjustment of Extraordinary Item 32,35,53,738 32,83,03,145

2 Adjustment for :Depreciation & Amortisation 9,64,11,050 7,29,28,865 Non Cash item debited to P&L A/c 7,14,614 1,67,075 Provision for Doubtful Debt written back (11,50,000) - Interest Income (83,83,656) (80,57,060)Borrowing Cost 10,40,59,652 9,05,49,619 Operating profit before working capital change (Total 1+2) 51,52,05,398 48,38,91,644

3 Increase/(Decrease) in working capitalTrade receivables (5,39,01,513) (2,76,31,787)Loans & Advances and other Assets 39,23,561 (76,16,105)Inventories (7,95,065) (13,30,481)Current Liabilities & Provisions 9,26,81,342 3,24,05,751

4,19,08,325 (41,72,622)Cash generated from operating activities 55,71,13,723 47,97,19,022 Income Tax Paid (6,29,67,190) (6,92,37,233)Net cash generated from operating activities 49,41,46,533 41,04,81,789

B Cash flow from Investing activities

1 Purchase of fixed assets (Includes CWIP) (41,87,53,822) (56,07,22,115)2 Fixed Deposit held with bank (59,49,45,217) (72,17,467)3 Principal Repayment of Term Loan (21,38,31,094) (9,75,48,000)4 Interest Income 83,83,656 80,56,571

Net cash generated from Investing activities (1,21,91,46,476) (65,74,31,010)

C Cash flow from financing activities

1 Equity Addition 54,97,95,714 - 2 Long term loan raised 31,42,70,817 47,11,92,009 3 Short Term Loan raised - 30,00,00,000 4 Short Term Loan repaid - (40,00,00,000)5 Borrowing Cost (13,81,23,080) (15,26,57,624)

Net cash generated from financing activities 72,59,43,451 21,85,34,385

D Net Increase/(Decrease) in cash and cash equivalents 9,43,508 (2,84,14,836)

E Cash and cash equivalents at beginning of the yearCash in hand 10,64,245 5,64,006Balance with banks 1,48,02,778 4,37,17,853

1,58,67,023 4,42,81,859Cash and cash equivalents at end of the yearCash in hand 29,06,081 10,64,245Balance with banks 1,39,04,450 1,48,02,778

1,68,10,531 1,58,67,023Net Increase/(Decrease) in cash and cash equivalent 9,43,508 (2,84,14,836)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018

Particulars 2017-18 2016-17



DIN : 07569790Sd/- Sd/-





57

(i) Basis of preparation of financial statements:

The financial statements have been prepared and presented under IND AS as recognized by Ministry of Companies Affairs and the Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the Companies Act, 2013 as applicable, besides the pronouncements/guidelines of the Institute of Chartered Accountants of India (ICAI).

All income and expenditure having material bearing are recognized on accrual basis except where otherwise stated. Necessary estimates and assumption of income and expenditure are made during the reporting period and difference between the actual and the estimates are recognized in the period in which the result materialized.

(ii) Presentation of Financial Statements

Financial statement includes following:1. Balance sheet2. Statement of profit and loss3. Statement of changes in equity4. Statement of Cash flow

(iii) Classification of Assets and Liabilities as Current and Non-Current:

All assets and liabilities are classified as current or non-current as per the Company’s normal operating cycle, and other criteria set out in Revised Schedule III to the Companies Act, 2013.

(iv) Classification of Financial and Non-Financial Assets:

All assets and liabilities are classified as Financial and Non-Financial as per IND AS 32.

Financial asset is any assets that is:(a) Cash(b) An Equity instrument of another entity(c) A contractual right:

a. To receive cash or another financial asset from another entity orb. To exchange financial assets or financial liabilities with another entity under condition

that are potentially favor to the entity; or(d) A contract that will or may be settled in the entity’s own equity instruments and is:

a. A non-derivative for which the entity is or may be obliged to receive variable number of the entity’s own equity instruments; or

b. A derivative that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the entity’s own equity instruments do not include puttable financial instruments classified as equity instruments, instruments that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation and are classified as equity instruments, or instruments that are contracts for the future receipt or delivery of the entity’s own equity instruments.

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES


58

Financial liability is any liability that is:(a) A contractual obligation

a. To deliver cash or another financial asset to another entity; orb. To exchange financial assets or financial liabilities with another entity under conditions

that are potentially unfavorable to the entity; or(b) A contract that will or may be settled in the entity’s own equity instruments and is :

a. a non-derivative for which the entity is or may be obliged to deliver a variable number of the entity’s own equity instruments; or

b. a derivative that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the entity’s own equity instruments.

(v) Fixed Assets:

a) Fixed Assets are stated at their original cost of acquisition/installation (net of Modvat/Cenvat), net of accumulated depreciation, amortization and impairment losses.

b) The residual values and useful lives of property, plant and equipment are reviewed at each financial year end and changes, if any, are accounted prospectively.

c) Lease arrangements for land are identified as finance lease in case such arrangements result in transfer of the related risks and rewards to the Company. Other Lease hold land are identified as operating lease.

d) Operating Lease are shown as Other non-current assets as Prepaid lease paid and same is amortized on straight line basis over the lease period as stipulated in IND AS 17

e) The residual values and useful lives of property, plant and equipment are reviewed at each financial year end and changes, if any, are accounted prospectively.

f) Capital work in progress:

Expenditure during construction period (including financing cost relating to borrowed funds for construction or acquisition of fixed assets) incurred on projects under implementation are treated as Pre-operative expenses, pending allocation to the assets and are included under “Capital Work in Progress”. These are apportioned to fixed assets on commencement of commercial production.

(vi) Depreciation:

As per IND AS 16, Useful Life is either "The period over which an asset is expected to be available for use by an entity" or “the number of production or similar units expected to be obtained from the asset by an entity".Depreciation on Property, Plant Equipment is provided on straight line method on day basis over the useful life of the asset.

a) Depreciation is charged on the non removeable assets created on lease hold assets have been


59

amortized over the lease period or economic useful life of assets, whichever is lower.

(vii) Inventories:

Each component of Inventories are valued at cost computed on First in First Out (FIFO) basis or net realizable value whichever is lower.

Value of surplus, obsolete and slow moving stores and spares, if any, is reduced to net realizable value. Surplus items when transferred from completed projects are valued at cost/estimated realizable value, pending periodic assessment/ascertainment of condition

(viii) Security Deposit:

Security deposit are classified as Long term deposit or Payable on demand as per IND AS 109.

Security deposit which is classified as long term are valued at fair value and rest of amount transferred into Prepaid expenses and will be write off over the remaining period of security deposit.

Security Deposit which is payable on demand has been considered at cost.

(ix) Provisions:

Provisions are recognized on the basis of present obligation because of past events and it is probable that outflow of resources will be required to settle the obligation in respect of which a reliable estimate is made.

Provision for Gratuity and Leave Encashment has been made on the basis of Actuarial Valuation and the impact of changes has been given in other comprehensive income as stipulated in IND AS 1.

(x) Income taxes:

a) Tax expense comprises of current and deferred tax and minimum alternate tax as per IND AS 12. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.

As per IND AS 12, Tax expenses is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax and MAT is a type of tax hence included in Tax Expenses.

b) Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that there is reason by certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized against future taxable profits.


60

c) At each balance sheet date the company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain or virtually certain, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

(xi) Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, considering contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.

Revenue is measured at the fair value of the consideration received or receivable, after considering expected credit losses if any, excluding excise duty, VAT, net of returns and allowances, trade discounts and volume rebates.

(xii) Borrowing Cost

Borrowing cost are interest and other costs that the Company incurs in connection with borrowing of funds. Interest Expenses calculated using the effective interest method as described in IND AS 109.

Term Loan are showing at fair value calculated on the basis of effective interest rate as on balance sheet date and simultaneously impact has been provided into profit and loss account.

(xiii) Cash and Cash Equivalent

An investment treated as cash equivalent only when it has a short maturity of three months or less from the date of acquisition. Fixed Deposit having maturity within 3-12 months period have been considered under other bank balances.

(xiv) Employee Benefits

Employee benefits are all forms of consideration given by an entity in exchange for service rendered by employees or for the termination of employment. Any Changes being made in defined benefit plan due to remeasurement, impact of the same has been provided into other comprehensive income.

(xv) Contingent Liabilities

Contingent liabilities are considered only for items exceeding Rs. 5 Lakhs in each case. Contingent Liabilities in respect of show cause notices are considered only when converted into demands. Capital Commitments are considered only for items exceeding Rs. 1 Lakh in each case.


61

Note 2 (a): Property, Plant and Equipment

Buildings 11,81,59,095 12,30,54,083

Plant and Equipment 2,34,15,96,580 1,82,45,87,124

Furniture and Fixtures 69,72,458 83,04,845

Domestic Meters & Regulators 4,48,58,585 1,81,92,107

Electrical and Other Equipment 1,73,58,039 1,97,23,701

Computer System 15,21,306 21,75,701

Gas Cylinders including Valves & Regulators 1,95,13,110 1,48,11,531

2,54,99,79,173 2,01,08,49,092

Note 2 (b): Capital Work-in-Progress

Capital Work in Progress 40,93,50,525 52,63,91,463

40,93,50,525 52,63,91,463

Note 3: Long Term Loans & Advances

Secured, considered good - -

Unsecured, considered good

Refundable Security Deposit (IDA) 15,18,610 15,18,610

Refundable Security Deposit (MPEB) 5,78,850 6,45,865

MP Audyogik Water (Pithampur) 2,500 2,500

Refundable Security Deposit (MPRDCL) 2,77,500 1,00,000

Refundable Security Deposit (Railway) 18,35,083 17,82,129

Refundable Security Deposit (BPCL) 1,00,000 -

Security Deposit for Pithampur & Ujjain MS Land 26,408 16,899

Deposit for Gwalior Office 80,344 72,433

Deposit for NRK Office 4,68,980 4,08,309

48,88,275 45,46,745

Note 4: Other Non Current Financial Assets

Bank Deposit with more than 12 months maturity 15,13,299 13,74,849

15,13,299 13,74,849

Note 5: Other Non Current Assets Non Financial

Advance payment of Lease hold land (Initial Charges) 59,07,286 61,48,846

Prepaid Rent of Pithampur and Ujjain MS Land (Security Deposit) 1,80,142 1,87,348

Prepaid Rent of Gwalior Office (Security Deposit) - 9,400

Prepaid security deposit of NRK Office 1,03,801 1,55,700

61,91,229 65,01,294

NOTES FORMING PART OF FINANCIAL STATEMENTS

Particulars 31.03.2018 31.03.2017


62

Note 6: Inventories

Raw materials

on hand 22,08,614 17,09,564

In transit - -

Work-in-progress - -

Finished goods 5,74,970 5,13,719

Stock-in-trade

on hand - -

In transit - -

Stores and spares

on hand 14,22,856 11,88,091

In transit - -

Packages - -

42,06,440 34,11,375

Note 7: Current Trade Receivables

Secured, considered good; -

Unsecured considered good; 14,15,69,354 8,76,67,840

Doubtful 43,17,075 54,91,075

Less: Allowances for Bad and Doubtful Debts (43,17,075) (54,91,075)

14,15,69,354 8,76,67,840

(*Amount receivables from related parties as

on 31.03.2018 is Rs. 3,26,13,236 (Previous year 89,74,104))

Note 8: Cash and Cash Equivalents

Balances with Banks: 1,39,04,450 1,48,02,778

Cash on hand 29,06,081 10,64,245

Fixed Deposits with Less than 3 months maturity 61,95,91,145 -

63,64,01,676 1,58,67,023

Note 9: Other Bank Balances

Fixed Deposits with 3 - 12 months maturity 8,87,50,695 11,35,35,073

8,87,50,695 11,35,35,073

Note 10: Short Term Loans and Advances

Secured, considered good;

Unsecured, considered good; and

Deposit with GAIL Gwalior & Pithampur Project 19,85,580 19,85,580

19,85,580 19,85,580

Note 11: Other Current Financial Assets

Interest accrued on term deposit with bank 11,35,350 8,980

11,35,350 8,980


Particulars 31.03.2018 31.03.2017


63

Note 12: Other Current Assets Non Financial

Cenvat & Service Tax Credit Receivable 6,63,984 67,25,874

Prepaid Processing Fees for Long term borrowing 8,22,628 -

Advance payment of lease hold land 2,41,525 2,41,525

Prepaid License Fees (M.P. pollution control Board) - 25,000

Prepaid Expenses 56,62,794 60,41,668

73,90,931 1,30,34,067

Note 13: Equity Share capital

A. Authorized:

10,00,00,000 Equity Shares of Rs 10/- each 1,00,00,00,000 1,00,00,00,000

B. Issued, Subscribed & Paid up :

5,91,22,326 Equity Shares of Rs 10 each Fully Paid 59,12,23,260 45,02,50,000

Add: Shares Forfeited (money received) - -

59,12,23,260 45,02,50,000

The List of Shareholders holding more than

5% shares in the company

Name of Shareholders Nos. of Shares Nos. of Shares

1. GAIL (India) Limited 2,95,48,663 2,25,00,000

2. Hindustan Petroleum Corporation Limited 2,95,48,663 2,25,00,000

Reconcilation of the Nos. of Equity Shares Outstanding Nos. of Shares Nos. of Shares

Shares outstanding at the beginning of the year 4,50,25,000 4,50,25,000

Shares issued during the year 1,40,97,326 -

Shares bought back during the year - -

Shares outstanding at the end of the year 5,91,22,326 4,50,25,000

Note 15: Long Term Borrowings

Term loans

Secured

Secured Rupee Term Loan From Bank of Baroda

Term Loan - I (2009-11) - 1,83,96,945

Term Loan - II (2011-12) 6,29,83,191 9,44,57,334

Term Loan - III (2012-13) 6,90,36,967 9,20,31,133

Term Loan - IV (2013-14) 9,80,69,473 12,25,63,169

Term Loan - V (2014- 15) 16,32,00,575 20,54,04,287

Term Loan - VI (2015- 16) 27,68,72,024 44,78,18,706

Term Loan - VII (2016- 17) 13,08,36,866 7,10,48,497

Term Loan - VIII (2016- 17) 43,57,64,854 39,94,88,688

Secured Rupee Term Loan From HDFC Bank 27,77,01,461 -

Installment due in Next 12 months are showen under

Other Current Financial Liabilites 1,51,44,65,412 1,45,12,08,758

Term Loan

Each Term Loan is of 9 years with 2 years moratorium

Repayable in 28 Equal Quarterly Installments

First Charge over Fixed Asset

Second Charge over Current Assets


Particulars 31.03.2018 31.03.2017


64


Particulars 31.03.2018 31.03.2017

Note 16: Long Term Provisions

Provision for Gratuity 12,16,588 7,38,944

Provision for Leave Encashment 23,33,512 13,25,493

35,50,100 20,64,437

Note 17: Deferred Tax Liabilities (Net)

Deferred Tax Assets

Unabsorbed Depreciation -

A - -

Deferred Tax Liabilities

Depreciation 19,93,96,778 16,48,72,647

Others -

B 19,93,96,778 16,48,72,647

MAT Credit Entitlements 11,11,76,659 8,84,02,154

Tax on Other Comprehensive Income -

C 11,11,76,659 8,84,02,154

(B - A + C) 8,82,20,118 7,64,70,493

Note 18: Other Non Current Liabilities

Security and Other Deposit 16,92,70,664 12,05,19,503

Opening Balance of Liability for Lease Asset carry

forward from last year 7,43,874 5,17,864

Decommissioning Liability for Leased Asset 3,40,247 2,26,010

17,03,54,785 12,12,63,377

Note 19: Short Term Borrowings

Loans repayable on demand

Secured

from banks

Cash Credit* -

- -

*First Charge over current assets ( including book debts )

*Second Charge over Fixed assets

Note 20: Current Trade Payables

Trade Payables - MSME - -

Trade Payables - Other than MSME

Outstanding Expenses including gas cost

Sundry Creditors 5,47,73,404 2,69,23,481

Retention Money 1,43,438 1,43,438

Payable to Promoters for Expenses

Payable to HPCL 34,15,674 23,22,167

Payable to GAIL 18,58,058 19,82,573

6,01,90,574 3,13,71,659


65


Particulars 31.03.2018 31.03.2017

Note 21: Other Current Financial Liabilities

Current maturities of long-term debt 16,92,18,071 13,18,28,921

Interest & Installment Accrued but not due on Term Loan 24,87,777 6,83,676

Creditors for Assets 11,92,41,509 5,56,04,226

Salary Payable 56,157 24,784

Stale Cheques balance 6,69,364 4,61,351

29,16,72,878 18,86,02,958

Note 22: Other Current Liabilities

MAT Payable 53,13,559 12,80,574

Statutory Payables 19,18,308 42,13,341

Others Current Liabilities - NF 72,31,867 54,93,915

Note 23: Short Term Provisions

Provision for Expenses 2,97,46,213 1,32,71,263

2,97,46,213 1,32,71,263


66

(a) Equity share capital As at As at

March 31, 2018 March 31, 2017

No. of Shares Amount No. of Shares Amount

Balance at the beginning of the reporting period Balance 5,91,22,326 59,12,23,260 4,50,25,000 45,02,50,000

Changes in equity share capital during the year

Balance at the end of the reporting period 5,91,22,326 59,12,23,260 4,50,25,000 45,02,50,000

(b) Other equity

Non-Control

ling Interests

Total Equity

Equity component

of compound financial

instruments

Reserves & Surplus

TotalParticulars Retained earnings

Capital Reserve

Securities Premium Account

Balance at March 31, 2016 - 25,64,28,289 - - 25,64,28,289 - 25,64,28,289

- - Profit for the year - 19,07,07,354 - - 19,07,07,354 - 19,07,07,354 Other comprehensive income for the year - 1,27,921 - - 1,27,921 - 1,27,921

Total comprehensive income for the year - 19,08,35,275 - - 19,08,35,275 - 19,08,35,275

- Balance at March 31, 2017 - 44,72,63,565 - - 44,72,63,565 - 44,72,63,565

Profit for the year - 24,27,84,084 - 40,88,22,454 65,16,06,538 - 65,16,06,538 Other comprehensive income for the year - (75,407) - - (75,407) - (75,407)

Total comprehensive income for the year - 24,27,08,677 - 40,88,22,454 65,15,31,131 - 65,15,31,131

Balance at March 31, 2018 - 68,99,72,242 - 40,88,22,454 1,09,87,94,696 - 1,09,87,94,696

NOTE 14 :STATEMENT OF CHANGES IN EQUITY (SOCIE)


67

Note 2 : Property, Plant and Equipment

ACCUMULATED DEPRECIATION NET BLOCK

P A R T I C U L A R S

BALANCEAS AT

1ST APRIL2017

ADDITIONS

DISPOSALS / ADJUSTMENTS

BALANCE AS AT

31ST MARCH2018

BALANCE AS AT

1ST APRIL2017

DEPRECIATION EXPENSE

FOR THE YEAR

ADJUSTMENTS

BALANCE AS AT

31ST MARCH2018

BALANCE AS AT

31ST MAR2018

BALANCE AS AT

1ST APRIL2017

Tangible Assets

Land - Freehold - - - - - - - - - -

Buildings 13,27,56,007 - - 13,27,56,007 97,01,923 48,94,989 1,45,96,912 11,81,59,095 12,30,54,083

Plant and Equipment 1,92,67,08,274 59,96,52,917 - 2,52,63,61,191 10,21,21,149 8,26,43,462 18,47,64,611 2,34,15,96,580 1,82,45,87,124

Furniture and Fixtures 1,01,82,659 - - 1,01,82,659 18,77,815 13,32,386 32,10,201 69,72,458 83,04,845

Domestic Meters & Regulators 1,96,46,251 2,87,43,601 - 4,83,89,852 14,54,144 20,77,123 35,31,267 4,48,58,585 1,81,92,107

Electrical and Other 2,52,17,185 5,14,851 - 2,57,32,036 54,93,484 28,80,513 83,73,997 1,73,58,039 1,97,23,701

Equipment

Computer System 38,96,745 6,40,817 - 45,37,562 17,21,044 12,95,211 30,16,255 15,21,306 21,75,701

Gas Cylinders including Valves & Regulators 1,68,10,007 57,47,385 - 2,25,57,393 19,98,476 10,45,807 30,44,283 1,95,13,110 1,48,11,531

Total Tangible Assets 2,13,52,17,128 63,52,99,571 - 2,77,05,16,699 12,43,68,036 9,61,69,490 - 22,05,37,526 2,54,99,79,173 2,01,08,49,092

Previous Year 1,45,26,93,885 68,25,23,242 - 2,13,52,17,128 5,16,80,696 7,26,87,340 - 12,43,68,036 2,01,08,49,092 1,40,10,13,189

Add:- Capital Work in Progress :- 40,93,50,525 52,63,91,463

Total:- 2,95,93,29,698 2,53,72,40,555

GROSS BLOCK


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Note 24 : Sale of Products

Sale of Products

Sale of CNG 1,23,40,73,617 1,07,78,67,537

Sale of PNG 44,90,04,630 41,28,88,096

Less : VAT 20,68,10,281 18,30,75,245

1,47,62,67,966 1,30,76,80,388 Note 25 :Other Operating Revenues

Connection charges received 51,21,130 29,84,000

Liquidated Damages & Extra pipe charges collected 30,46,009 37,24,297

Tender fees 1,26,770 45,000

82,93,909 67,53,297 Note 26 : Other Income

Interest Income

Interest On Deposits 83,83,656 80,57,060

Interest Income on EIR Basis (Security deposits ) 78,089 74,589

Interest on Deposit with MPPKVV 43,726 48,855

85,05,471 81,80,504

Provision for Bad & Doubtfull Debt Written Back 11,50,000

Sundry Balances written Back - 397

11,50,000 397 96,55,471 81,80,901 Note 27 : Cost of Materials Consumed

Cost of Materials Consumed

Opening Stock 17,09,564 9,56,870

Add: Purchase 60,48,94,434 52,12,51,370

60,66,03,999 52,22,08,240

Less: Captive Consumption 56,29,536 50,42,377

Less: Direct Sales 24,33,16,659 18,99,05,315

Less: Closing Stock 22,08,614 17,09,564

Raw Material Consumed (PNG) - -

35,54,49,190 32,55,50,983

Note 28 : Changes in Inventories of Finished Goods, Stock-in -Trade and Work-in-Progress

Closing Stock:

Finished Goods 5,74,970 5,13,719

Less: Opening Stock:

Finished Goods 5,13,719 4,60,249

Less: (Increase)/Decrease in Excise duty on Stocks (7,522) (6,566)

(53,729) (46,904) Note 29 : Employee Benefits Expense

Salaries and Wages 5,62,20,022 3,99,10,084

Contribution to Provident & Other Funds 12,27,534 9,92,218

Retirement Benefits Expense (Pension, gratuity, Etc.) 15,59,730 11,64,840

Staff Welfare Expenses 26,08,001 24,37,076

6,16,15,287 4,45,04,218


Particulars F.Y. 2017-18 F.Y. 2016-17


69

Note 30 : Finance costs

Interest on Borrowings 10,40,59,652 9,05,49,619

Interest on Cash Credit - -

Processing fees on loan EIR 3,83,953 (49,338)

10,44,43,605 9,05,00,281 Note 31 : Depreciation & Amortization Expenses

Depreciation on Fixed Asset 9,61,69,490 7,26,87,340

Amortisation of Initial Lease Payment 2,41,560 2,41,525

9,64,11,050 7,29,28,865Note 32 : Other Expenses

Power and Fuel 2,48,48,802 2,23,22,534

Add : Fuel of own production consumed 56,29,536 50,42,377

3,04,78,338 2,73,64,911

Repairs and Maintenance - Plant & Machinery 3,85,64,309 2,83,48,122

Other Administrative Expenses

CNG Transportation Charges 1,38,94,027 1,63,66,940

Business Promotion Expenses 98,92,826 52,58,146

Conferences & Meetings 1,25,658 2,85,987

Directors Sitting Fees 3,03,900 5,40,300

Office Administration Expenses 14,38,759 9,17,809

Books and Periodicals 24,193 16,859

Telephone, Fax, Etc. 5,01,647 3,40,067

Repairs, Operation and Maintenance Charges 4,61,82,660 4,14,25,456

Postage and Courier 61,501 49,322

Service Tax Paid 5,28,988 9,16,153

License fees 1,94,650 1,00,000

Festival Expenses 5,22,958 7,92,533

Bank Charges 24,08,317 23,93,290

ROC Filing Fees & Stamp Duty Charges 7,01,935 7,26,230

Training fees 1,01,630 2,66,315

Decommissioning Liability Amortised 3,40,247 2,26,010

Prepaid Rent W/o (Security Deposits) 68,503 64,992

Insurance 8,92,962 7,69,687

Duties & Taxes 2,61,794 4,09,262

Office & warehouse Rent 30,70,298 52,49,496

Lease Rent for Lease hold lands 3,78,002 2,58,271

Travelling and Conveyance 86,86,982 1,04,58,585

Professional Charges 39,82,910 37,73,284

Printing and Stationery 9,09,963 5,03,555

Electricity and Water 3,48,523 3,06,418

Corporate Social Responsibility (CSR) Expenses 46,97,873 25,56,649

Advertisement & Publicity 49,80,955 16,03,042

Sundry Expenses and Charges (Not otherwise classified) 14,91,221 22,88,446

Payments to the auditor for: - Audit Fees 4,02,738 2,78,778

17,64,39,265 15,48,54,915

Particulars F.Y. 2017-18 F.Y. 2016-17



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Note-33

The Financial Results of the Company have been prepared in accordance with IndianAccounting Standards (IND AS) as prescribed under Section 133 of the Companies Act 2013 read with relevant rules issued there under. IND AS – 115 and Appendix-B to IND AS – 21as notified by MCA on 28.03.2018 applicable with effect from 01.04.2018 has not been applied during the F.Y. 2017-18. These IND AS will not have major impact on the financial statement in the period of initial application.

Note-34

Deferred Tax (Asset)/ Liability

Amount in Rs.

Particulars As at 31.03.2017 For the year 2017- 18 As at 31.03.2018

Depreciation 16,48,72,647 3,45,24,131 19,93,96,778

Carry Forward Losses - - -

Carry Forward Depreciation - - -

Total deferred Tax Liability/(Assets) 16,48,72,647 3,45,24,131 19,93,96,778

Note-35

Information as required to be given as per Schedule III of the Companies Acts given below:

Amount in Rs.

2017-18 2016-17

A Estimated Amount of Contracts remaining to be executed on

Capital Account not provided for 82,68,00,000 18,50,00,000

B Claims Against the Company Not Acknowledged as Debt - -

C Managerial Remuneration:

Salary and Allowances

(Managing Director and Director-Commercial are on deputation

from GAIL and HPCL respectively. The amount represents 1,15,46,176 82,19,838

remuneration paid by GAIL/HPCL and debited to

the company.)

D CIF Value of Imports during the Year NIL NIL

E Expenditure in Foreign Currency on account of participation in

Exhibition NIL NIL

F Earning in Foreign Currency NIL NIL

Note-36

Details of transactions with Related Parties during the year*:

Amount in Rs.


Nature of Transaction HPCL GAIL HPCL GAIL

Manpower Cost of employees on deputation 1,33,40,116 73,84,664 86,79,702 67,69,225

Others reimbursement 1,75,901 NIL 51,329 NIL

Raw Material Purchased NIL 67,62,28,650 NIL 59,52,19,043

Sale of CNG 25,20,89,486 NIL 24,42,95,751 NIL

Amount Payable (Net) as of 31.03.2018 (2,91,97,562) 3,84,47,797 (66,51,937) 2,39,97,134

Notes forming part of the Accounts:


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Details of transactions with Key Managerial Persons during the year:

Amount in Rs.


Nature of Transaction Mr. Anil Mr. H.K Mr. V. Mr. Anil Mr. V. Mr. M.Ananth

Kumar Srivastava Kannan Kumar V.Kannan Krishnan

Traveling & Conveyance 4,09,852 2,64,071 3,63,134 16,54,318 3,18,875 5,90,925

Other Reimbursements 3,99,591 26,934 17,485 2,54,074 3,00,470 23,625

Amount Payable (Net)

as of 31.03.2018 0 0 0 0 0 0

Note-37

Value of Raw Materials, Spare Parts and Components Consumed:


(i) Raw Materials

-Imported (in%) NIL NIL

-Imported (Value in Rs. ) NIL NIL

-Indigenous (in%) 100 100

-Indigenous (Value in Rs.) 35,54,49,190 32,55,,50,946

(II) Spare Parts & Components

-Imported (in%) NIL NIL

-Imported (Value in Rs.) NIL NIL

-Indigenous (in%) 100 100

-Indigenous (Value in Rs.) 2,37,302 1,18,288

Note-38

Information for each class of goods purchased, sold and stocks during the year

Opening Stock Purchase / Production Sales / Consumption Closing Stock

2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17

PNG SCM 75,444 54,262 4,20,45,466 3,68,42,326 4,20,42,142 3,68,21,144 76,768 75,444

Value in Rs. 17,09,564 9,56,870 60,48,94,434 52,12,51,370 60,48,46,612 52,09,51,683 22,08,614 17,09,564

CNG KG 19,016 17,937 2,18,70,017 1,92,22,315 2,18,67,693 1,92,21,236 21,340 19,016

Value in Rs. 5,13,719 4,60,248 35,53,74,422 32,55,50,983 95,03,02,072 82,93,84,073 5,74,970 5,13,719

Note-39

Expenses before Assets Capitalization during the year pending allocation

Particulars Opening Expense During Capitalized Amount Includes

Balance the Year during year in CWIP

Interest on term loan 5,43,08,666 3,58,67,529 5,07,27,811 3,94,48,384

Project Manpower cost 79,98,831 1,28,59,089 1,28,00,345 80,57,575

EPMC Fees 29,80,029 54,08,580 46,52,612 37,35,997

Warehouse Rent - 33,92,997 21,01,479 12,91,518


72

Note-40

Segmental Reporting:

The Company operates in a singly segment of Natural Gas business in the M.P State region and therefore the disclosure requirements as per IND AS 108 Operating Segment are not applicable to the Company.

Note-41

Contingent Liability:

The Company has given Bank Guarantees for the total amount of Rs. 5,00,00,000/- to PNGRB for CGD authorization & Rs. 36,15,000/- to Municipal authorities for permission for pipeline laying.

Note-42

Management has made an assessment on the impairment of assets and observed that there are no assets whose value got impaired.

Note-43

Year - end balances of receivable/payable are subject to confirmation/reconciliation.

Note-44

Figures have been rounded off to nearest rupee.

Note-45

Figures of previous year have been reclassified /regrouped and shown in bracket where ever required.

As Per Our Report of Even Date For and on behalf of the Board

Sd/- Sd/-FOR SURESH S. KIMTEE & CO. H.K.Srivastava V.KannanChartered Accountants Managing Director Director (Commercial)Firm Reg. No. 001270C DIN : 06875907 & Chief Financial Officer

DIN : 07569790Sd/- Sd/-





73

NOTES


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202-B, 2 nd Floor, NRK Business park, Vijay Nagar Square, A.B. Road, Indore (M.P.) - 452010CIN: U40107MP2006PLC018684

Form No. MGT-11Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s)Registered AddressE-mail Id Folio No /Client ID DP IDI/We, being the member(s) of ____________shares of the above named company, hereby appointName : E-mail Id:Address:Signature: or failing himName : E-mail Id:Address:Signature : or failing himName : E-mail Id:Address:Signature: or failing himas my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Twelfth Annual General Meeting of the company, to be held on the Friday, September 28, 2018 at 2.00 p.m. at 202-B, 2 nd Floor, NRK Business Park, Vijay Nagar Square, A.B. Road, Indore (M.P.)–452010 and at any adjournment thereof in respect of such resolutions are indicated below:Resolution No.(S) Vote

For AgainstOrdinary Business 1. To receive, consider and adopt the audited Financial Statements for the financial year ended

31 st March, 2018, Board’s Report, Independent Auditor Report and the comments there upon of Comptroller & Auditor General of India.

2. To appoint a director in place of Mr. Harish Kumar Srivastava (DIN: 07855541), who retires by rotation, and being eligible, offers himself for re-appointment.

3. To appoint a director in place of Mr. Venkataramani Kannan (DIN: 07569790), who retires by rotation, and being eligible, offers himself for re-appointment

4. To fix the remuneration of statutory auditors of the company for the financial year 2018-19.Special Business5. To alter the existing Article No. 124 (ii) and Article No. 129 of the Articles of Association of

the company.6. To ratify the remuneration paid to M/s. M.P. Turakhia & Associates, Cost Accountants, Indore for the financial year 2018 - 19.7. Confirmation of Mr. Prasoon Kumar (DIN: 08165637) as Director of the company.8. Confirmation of Mr. Sukumaran Jeyakrishnan (DIN: 07234397) as Director of the company.

Signed this _____day of _____2018

Signature of Shareholder Signature of 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) The proxy need not be a member of the company.

Affix Revenue

Stamp

AAVANTIKA GAS LIMITED

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AAVANTIKA GAS LIMITED202-B, 2nd Floor, NRK Business park, Vijay Nagar Square, A.B. Road, Indore (M.P.) - 452010

CIN: U40107MP2006PLC018684

ATTENDANCE SLIP

PLEASE COMPLETE THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. PLEASE ALSO BRING YOUR COPY OF THE ENCLOSED ANNUAL REPORT.

I hereby record my presence at the Twelfth Annual General Meeting to be held on Friday, September 28, 2018 at 2:00 pm at 202-B, 2nd Floor, NRK Business Park, Vijay Nagar Square, A.B. Road, Indore (M.P.) – 452010.

Particulars Name of shareholder/Proxy Signature(in block letters)

Folio No.

DP ID No.*

Client ID No.*

*Applicable for investors holding shares in electronic form.

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s G d rr ea enw eo rT Eg nni vim roro nf ms en nar tT

AAVANTIKA GAS LIMITEDA Joint Venture Company of GAIL & HPCL

CIN: U40107MP2006PLC018684

Registered Office: 202-B, 2nd Floor, NRK Business Park

Vijay Nagar Square, A.B. Road, Indore (M.P.) 452 010

Phone: 0731-4222520

www.aglonline.net

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