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CENTRAL U.P. GAS LIMITED

Annual Report 2014-15

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CUGL


(A joint venture of GAIL India and Bharat Petroleum)7th Floor UPSIDC Complex, A-1/4, Lakhanpur, Kanpur-208024Landline No. 0512-2585001Handphone: +91-9651011119Website:www.cugl.co.in

CUGL

Company Secretary :

Bankers :

Statutory Auditors :

Cost Auditors :

Secretarial Auditor :

RTA :

Regd. Off. :

Shri Deepak Bhasin

HDFC Bank, AXIS Bank, Yes Bank, Union bank, State Bank of India & ICICI Bank

Prasad Gupta J & Co.

R. K. Bansal & Co.

S K Gupta & Co.

Karvy Computershare Pvt. Ltd.

7th Floor, UPSIDC Complex, A1/4 Lakhanpur, Kanpur-208024


PERFO

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INDEX

TH10 Annual Report 2014-15

Board of Directors

Notice to Members

Directors' Report

Auditors' Report

Balance Sheet

Statement of Profit and Loss

Cash Flow Statement

Notes

1

2

7

34

39

40

41

42


BOARD OF DIRECTORS

Shri R K SharmaChairman

Shri V S BaidManaging Director(Till 16.04.2015)

Shri V K ShuklaManaging Director

(w.e.f. 11.06.2015)

Shri Rajiv SikkaDirector (Commercial)

Shri Narendra Kumar Director

(Till 30.04.2015)

Shri Rajesh ChaturvediDirector

(Till 10.09.2014)

Shri V. NagarajanDirector

(w.e.f. 13.10.2014)

Shri I S RaoDirector

Shri Rajesh AgrawalDirector

Shri Venkatraman SrinivasanIndependent Director(w.e.f. 30.03.2015)

Shri Narendra SinghIndependent Director(w.e.f. 30.03.2015)

Shri Majeet SinghDirector

w.e.f. 13.05.2015


NOTICE TO THE MEMBERS

Notice is hereby given that the Tenth Annual General Meeting of the members of Central U.P. Gas Limited will be held on thMonday, 28 of September, 2015 at 4:00 PM, at The Landmark Hotel, Landmark Towers 10, The Mall Kanpur- 208 001 (U.P.)

to transact the following business:

Item No. 1 – Adoption of financial statements

To receive, consider and adopt the financial statements of the Company for the year ended March 31, 2015, including the

audited Balance Sheet as at March 31, 2015, the statement of Profit and Loss for the year ended on that date and the

reports of the Board of Directors and Auditors thereon. Item No. 2 – Declaration of dividend

To declare a dividend of 1.40 per equity share for FY 2014-15.

Item No. 3 - Appointment of Director

To appoint a Director in place of Shri I S Rao (holding DIN 02350683), who retires by rotation, and being eligible, offers

himself for re-appointment.

Item No. 4 – Fixation of remuneration of Statutory Auditors

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

“RESOLVED THAT pursuant to the provisions of Section 142 and other applicable provisions, if any, of the

Companies Act, 2013, remuneration of the Statutory Auditors M/s. PRASAD GUPTA J & Co. Chartered

Accountants, Kanpur as appointed by the Comptroller & Auditor General of India (C&AG) under Section 139 of

the said Act, be and is hereby approved at 4,00,000/- plus applicable service taxes towards appointment for

the FY 2015-2016.”

Item No. 5 - Ratification of remuneration payable to the Cost Auditors for FY 2015-16

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

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the

Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Cost Auditors appointed by the

Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial

year ending March 31, 2016 be paid the remuneration as set out in the statement annexed to the Notice

convening this Meeting.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts

and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Item No. 6 - Appointment of Shri V. Nagarajan as a Director, liable to retire by rotation.

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

Resolution(s):-

Ordinary Business:

Special Business:

1 2TH10 Annual Report 2014-15TH10 Annual Report 2014-15


“RESOLVED THAT, pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013

and Rules made there under, to the Companies Act 2013, (including any statutory modification(s) or re-

enactment thereof for the time being in force), Shri V. Nagarajan (DIN: 06971361), who was appointed as an

Additional Director of the Company by the Board of Directors with effect from October 13, 2014 and who holds

the office until the date of the AGM, in terms of section 161 of the Companies Act,2013, and in respect of whom

the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013

signifying his intention to propose Shri V. Nagarajan as a candidate for the office of Director of the Company,

be and is hereby appointed as Director of the Company, liable to retire by rotation.”

Item No. 7 - Appointment of Shri Manjeet Singh as a Director and liable to retire by rotation.

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


and Rules made there under, to the Companies Act 2013, (including any statutory modification(s) or re-

enactment thereof for the time being in force), Shri Manjeet Singh (DIN: 02283890), who was appointed as an

Additional Director of the Company by the Board of Directors with effect from May 13, 2015 and who holds the

office until the date of the AGM, in terms of section 161 of the companies Act, 2013, and in respect of whom the

Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013

signifying his intention to propose Shri Manjeet Singh as a candidate for the office of Director of the Company,

be and is hereby appointed as Director of the Company, liable to retire by rotation.”

Item No. 8 - Appointment of Shri Venkatraman Srinivasan as an Independent Director of the Company.


“RESOLVED that pursuant to the provisions of Sections 149, 152 and 161 and other applicable provisions, if

any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or

re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Shri

Venkatraman Srinivasan (DIN: 00246012), who was appointed as an Additional Directors (Independent

Director) and who holds the office until the date of the AGM 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 an Independent Director of the Company, thnot liable to retire by rotation, to hold office for three consecutive years for a term upto 30 March, 2018.”

Item No. 9 - Appointment of Shri Narendra Singh as an Independent Director of the Company.


“RESOLVED that pursuant to the provisions of Sections 149, 152 and 161 and other applicable provisions, if

any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or

re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Shri

Narendra Singh (DIN: 07146289), who was appointed as an Additional Directors (Independent Director) and

who holds the office until the date of the AGM 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 an Independent Director of the Company, not liable to retire by throtation, to hold office for three consecutive years for a term upto 30 March, 2018.”

Item No. 10 - Appointment of Shri V K Shukla as a Director and also as a Managing Director

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


and Rules made there under, to the Companies Act 2013, Shri V K Shukla (DIN: 07204585), who was

appointed as an Additional Director of the Company by the Board of Directors with effect from June 11, 2015

and who holds the office until the date of the AGM, in terms of section 161 of the companies Act, 2013, and in


respect of whom the Company has received a notice in writing from a member under Section 160 of the

Companies Act, 2013 signifying his intention to propose Shri V K Shukla as a candidate for the office of

Director of the Company, be and is hereby appointed as Director of the Company, not liable to retire by

rotation.”

“FURTHER RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and Article 128 (iii) & 147

of the Articles of Association of the Company the approval of the Company be and is hereby accorded for the thappointment of Shri V K Shukla as Managing Director of the Company w.e.f. 11 June, 2015 on the terms and

conditions of appointment including remuneration forwarded by GAIL (India) Ltd as per the terms of his

deputation, which will be reimbursed by the Company to GAIL subject to the condition that the total

remuneration payable to him shall not exceed the overall ceiling limit as prescribed under Schedule V to the

Companies Act, 2013.” “FURTHER RESOLVED THAT wherein any financial year during the currency of the tenure of Managing Director

of the Company has inadequate profits the remuneration by way of salary, perquisites and allowances as per

the terms of deputation shall be paid as the minimum remuneration.”

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO

ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER

OF THE COMPANY. A BLANK PROXY FORM IS ENCLOSED HEREWITH.2. The instrument appointing proxy must be deposited at the registered office of the Company not less than 48 hours

before the Commencement of the meeting.3. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to Special Businesses to be

transacted at the meeting is annexed hereto.4. The Register of Members and the Share Transfer Books of the Company will be closed from

or the purpose of payment of dividend. The dividend, if declared, will be paid

within the statutory time limit of 30 days, to those Members entitled thereto whose names appear in the Register of thMembers of the Company as on 28 September, 2015.

5. Members having query relating to this Annual report are requested to send their questions to registered office of the

Company at least 7 days before the date of Annual General Meeting.6. All material documents referred to in the notice are open for inspection by the members on all working days during

business hours at the registered office of the Company till the conclusion of the meeting.

Statement pursuant to Section 102 (1) of the Companies Act, 2013 Item no 5:The Board on the recommendation of the Audit Committee, has approved the appointment of M/s. R M Bansal & Co., Cost

Accountants, A-201, Twin Towers, Lakhanpur, Kanpur – 208 024 as the Cost Auditors of the Company for the financial year

2015 – 2016. The remuneration proposed to be paid to the Cost Auditors, would be 50,000 (Rupees fifty thousand only)

plus applicable service tax.In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, the

remuneration payable to the Cost Auditors has to be ratified by the Members of the Company.None of the Directors and Key Managerial personnel or relatives of them are interested in the above resolution.The Board of Directors recommends the resolution for your approval.

Item no 6:Shri V. Nagarajan (DIN: 06971361), Director (Commercial) Indraprastha Gas Limited, (IGL) the sole supplier of

Compressed Natural Gas (CNG) and Piped Natural Gas (PNG) in Delhi and NCR towns of Noida, Greater Noida and

Ghaziabad w.e.f. 4th September 2014.

By Order of BoardFor Central U.P. Gas Limited

Sd/- (Deepak Bhasin)

Place: New DelhithDated: 4 September, 2015

Registered Office: Central U.P. Gas Limited7th floor, UPSIDC ComplexA 1/4 Lakhanpur, Kanpur-208 024

NOTES:

nd th22 September 2015 to 28

September 2015 (both dates inclusive) f



Mr. V. Nagarajan is a post graduate in Organic Chemistry, brings to IGL a rich and diverse experience spanning over 32 years

in Retail, Operations, Industrial & Commercial Sales and refinery businesses gained during his service in Bharat Petroleum

Corporation Limited (BPCL). He was serving at Bharat Oman Refineries Limited in Bina as Sr. Vice President in-charge of

Bina Dispatch Terminal and Marketing before joining the current assignment.The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a

member along with the deposit of 100,000 proposing the candidature of Shri V. Nagarajan for the office of Directorship.

None of the Directors and Key Managerial personnel or relatives of them except Shri V. Nagarajan himself is concerned or

interested in the resolution.The Board of Directors recommends the resolution for your approval.

Item no 7:Shri Manjeet Singh (DIN: 02283890) is a Mechanical Engineering Graduate from the premier Indian Institute of Technology

(IIT), New Delhi. He possesses a rich and diverse experience in oil and gas sector encompassing more than 25 years. He has

had a wide experience in Projects, Retail and Operations during career in renowned organizations like BPCL, Shell and IGL.

During his stint in BPCL, Manjeet Singh was involved in setting up of ATF fuelling hydrant system at IGI Airport, New Delhi.

He was also involved in setting up of Additional Product Tankage (APT) while constructing new oil depots and installations

across northern region. Under his supervision and during his tenure in Shell, demonstration retail outlets had been set up in

Delhi and Mumbai. These outlets were a showcase of modern retailing concept involving non- fuel retail, which changed the

image of fuel retailing in India. He has been involved with setting up of CNG infrastructure in Delhi right from its inception.

He has been the force behind developing the network of CNG stations in the city of Delhi.

The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a

member along with the deposit of 100,000 proposing the candidature of Manjeet Singh for the office of Directorship. Your

Directors recommend the resolution for approval by members.None of the Directors and Key Managerial personnel or relatives of them except Manjeet Singh himself is concerned or


Item no 8:Shri Venkatraman Srinivasan (DIN: 00246012) is currently working as a Partner in M/s. V Sankar Aiyar & Co., Chartered

Accountants, Mumbai. He is a Chartered Accountant and participated in Harvard Business School (Boston, U.S.A)

Programme on “Audit Committees in new Era of Corporate Governance”He has vast experience in financial management, strategic planning, and statutory audit of Oil and Gas Industry, Banks,

NBFC's, Credit Rating Agency and Insurance / Mutual Fund Companies. Having specialization in corporate advisory

services, financial restructuring, risk analysis & financial planning and tax planning.


member along with the deposit of ` 100,000 proposing the candidature of Shri Venkatraman Srinivasan for the office of

Directorship. Your Directors recommend the resolution for approval by members.None of the Directors and Key Managerial personnel or relatives of them except Shri Venkatraman Srinivasan himself is

concerned or interested in the resolution.The Board of Directors recommends the resolution for your approval.

Item no 9 :Shri Narendra Singh (DIN: 07146289), belongs to the Indian Audit and Accounts Service and has superannuated from the

post of Deputy Comptroller and Auditor General of India in November, 2011. He has served in various capacities and has

wide experience in the field of auditing and accounting of Government Departments.


member along with the deposit of 100,000 proposing the candidature of Shri Narendra Singh for the office of Directorship.

Your Directors recommend the resolution for approval by members.None of the Directors and Key Managerial personnel or relatives of them except Shri Narendra Singh himself is concerned

or interested in the resolution.The Board of Directors recommends the resolution for your approval.

Item no 10 :Shri V K Shukla (DIN: 07204585), was nominated by GAIL as Managing Director of the Company in terms of Article 128(iii)

of the Article of Association of the Company.


Prior to joining CUGL, Shri V K Shukla was posted as GM (C&P) in Corporate Office of GAIL (India) Ltd. at Delhi. He has a

rich and diverse experience spanning over 35 years in Contracts & Procurement. Shri Shukla is a graduate from University

of Delhi, He also holds Masters Degree in Business Management. He has attended training programmes in many reputed

Institutions in India and abroad. The Board of Directors has appointed him as Managing Director w.e.f 11.06.2015 on

deputation from GAIL. Shri V K Shukla shall draw his salary and benefits as per service conditions from GAIL(India) Limited

and in respect of which all expenses including contribution towards PF, Pension, Gratuity and perquisites shall be

reimbursed to GAIL by the Company which inter-alia are as under:

BASIC SALARY 73,000VDA 77,767PP (STAGNATION) 4,380ALLOWANCES AND PERQUISITES 65,473

Shri V K Shukla is also entitled to other perquisites and benefits as per GAIL rules. In addition he is entitled to incentives as

per GAIL rules which will be borne by the Company.CUGL has entered into rent agreement for accommodation of Managing Director. The monthly rent borne by CUGL is

`14950/- payable to the Flat owner and Quarterly maintenance charges amounting to 14000/- payable to the Society. Shri

V K Shukla, Managing Director will also be entitled for the same facility. The same accommodation facility was also provided

to earlier Managing Director.The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a

member along with the deposit of 100,000 proposing the candidature of Shri V K Shukla for the office of Directorship. Your

Directors recommend the resolution for approval by members.None of the Directors and Key Managerial personnel or relatives of them except Shri V K Shukla himself is concerned or


PARTICULARS Amount per Month

By Order of BoardFor Central U.P. Gas Limited

Sd/- (Deepak Bhasin)

Place: New DelhithDated: 4 September, 2015

Registered Office: Central U.P. Gas Limited7th floor, UPSIDC ComplexA 1/4 Lakhanpur, Kanpur-208 024



DIRECTORS' REPORT

To

The Members,

Your Directors have pleasure in presenting the 10th Annual Report of your Company together with the Audited Statement of

accounts for the Financial Year ended 31st March 2015.

The Directors are pleased to share with you that your Company has maintained sustainable growth and earned profit

despite economic slowdown & moderated business sentiment in the Financial Year 2014-2015.

Performance of the Company (A financial review)

CUGL's summarized financial performance for the year ended 31st March 2015 is given as under:

Net Sales and Other Income 19106.12 19672.97

Profit Before Depreciation & Tax 4802.18 4624.15

Depreciation 633.96 820.51

PBT 4168.22 3803.64

Provision for Tax 1416.32 1296.36

PAT 2751.90 2507.28

Profit/(loss) brought forward from previous year 6247.48 4680.38

Profit/ (loss) available for appropriation

Appropriations:

Proposed dividend 840.00 750.00

Corporate Dividend Tax 171.01 127.46

Transfer to General Reserve 68.80 62.72

Transfer to Accumulated Depreciation 7.01 -

Profit carried forward 7912.57 6247.48

The Board of Directors take pleasure in recommending equity dividend of 1.40 (14%) per share of 10 face value (on the

paid-up equity share capital) as compared to ` 1.25 (12.5%) per share distributed in the previous Financial Year 2013-

2014, for the approval of the members for the financial year 2014- 2015.The proposed dividend including corporate

dividend tax would absorb 1011.01 lacs.

For the year 2014-15, your Company has proposed to transfer 68.80 lacs to the general reserve of the Company.

CNG & PNG BUSINESS

On overall basis the sales volume (Compressed Natural Gas - CNG & Piped Natural Gas - PNG)) has shown a downfall of 1.94

% over previous year.

The Company has network of 14 CNG stations in Kanpur and 2 CNG stations in Bareilly for supply of CNG. The estimated

(` in Lacs)

Items 2014-2015 2013-2014

8999.38 7187.66

8999.38 7187.66

DIVIDEND

TRANSFER TO RESERVES

COMPANY PERFORMANCE


number of vehicles using CNG was 46610 up to March, 2015. During the year, 6 Industrial and 38 Commercial connections

were commissioned and two Daughter Booster Stations at Kanpur were commissioned... During the year 2014-2015, a

record number of _4136 domestic PNG connections were added in Kanpur and Bareilly. This has almost doubled the

existing number of PNG domestic connections.

The Company has provided PNG connections to 8345 Domestic, 119 Commercial & 39 Industrial Customers as on 31st

March, 2015. During the F.Y. 2014-2015, 5644 vehicles were converted to CNG as compared to 6556 vehicles in 2013-2014.

CNG Sales have decreased to 49.10 Million SCM (Standard Cubic Meter) in FY 2014-15 from 50.17 Million SCM in FY 2013-

14 showing downfall of 2.13 %. PNG sale has decreased to 13.11 Million SCM in FY 2014-15 from 13.27 Million SCM in FY

2013-14 showing downfall of 1.21%. CNG sales have declined due to following reasons:

Ÿ In Kanpur in last FY (April'13-March'14), 70 UPSRTC CNG buses were plying between Kanpur to Lucknow, Agra and

Bareilly but in this FY, in May'14, 50 CNG buses were transferred to Noida depot and rest 20 buses were auctioned in

August'14 by UPSRTC, due to price difference in Kanpur and Noida.

Ÿ In Kanpur in last FY (April'13-March'14), approx120 city buses (JNNURM) were plying on city roads, but in this FY

(April' 14- March' 15) only 20 buses are on roads due to unavailability of funds.

Ÿ Due to introduction of e-rickshaw in this year in Kanpur, average running of CNG auto/tempo has been reduced

resulting in to drop in gas consumption.

Ÿ Transfer of CNG Busses of UPSRTC from Bareilly to Kaushambi Depot due to Price hike in CNG and low alterante fuel

prices.

During the year your Company has laid a network of 90.37 Kms MDPE (Medium-density polyethylene) pipeline and 1.57

Kms of Steel Pipeline. Your Company has laid a network of 402 Kms MDPE pipeline and 88 Kms of Steel Pipeline as on date

to cater to Vehicular, Industrial, Commercial and Domestic Customers in Kanpur and Bareilly.

The Company registered a turnover of `18681 lacs in financial year 2014-15 as against a turnover of ` 19520 lacs in

financial year 2013-14 showing a decrease of 4.30%.

The PAT for financial year 2014-15 was 2752 lacs as against 2507 lacs for financial year 2013-14 showing an increase of

9.77%.

Your Company has been reaffirmed the domestic credit rating of “A2+” from CRISIL which indicates strong degree of safety

regarding timely payment of financial obligations.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the

Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act,

2013.

The principal business of your Company is distribution of natural gas in the form of PNG & CNG, which is a cleaner fuel and

helps users reduce the pollution levels as compared to coal /liquid fuels.

Your Company plans to make a significant investment in CGD (City Gas Distribution) infrastructure to expand its steel &

MDPE pipeline network over the next 5 years. This will enable it to not only connect more & more domestic customers but

also serve CNG customers effectively. Besides Company has aggressive plans to penentrate new areas where we are

YEAR IN RETROSPECT

CREDIT RATING

FIXED DEPOSITS

CORPORATE PLAN



unrepresented. Also innovative marketing in the form of Radio Jingles to educate the consumers about CUGL offerings as

well as reaching out to OEM's and Retrofitters is being done.

The Company has implemented SAP B1 to streamline the operations. This will provide new and improved processes and

functionalities. The Company has set up Internet Protocol Branch Exchange (IPBX) and Interactive Voice Response System

(IVRS) as an extended facility for customer support and correspondence.

During the year your Company enjoyed harmonious and cordial human relations amongst all its employees. Your Company

continued its HR efforts of providing training (both internal as well as external) to develop thei knowledge, skills and

attitudes.

Your Company focuses on employee development on a continuous basis. With the aim of encouraging a competitive spirit

and winning attitude to take on future challenges, keen attention is given to training programs and workshops. During the

year 48 man days training was provided to 19 number of employees. Also a large number of contract workmen which

includes DSM's (Dispenser Sales Man) patrolling men and control room staff were regularly trained on safe operations.

During the year 187 mandays training was provided to such employees on behavioral aspect.

The Company is reviewing all other HR policies to make them more competitive and aligned with best industry practices.

Your Company continuously implements

safety education and training programs for

all its employees to spread awareness of

safety culture. Safety is the prime motto of

CUGL. Your Company strongly promotes

safety measures and actively strives to

consolidate a robust safety culture.

Employee involvement in HSE decision

making process is a characteristic of a

positive safety culture and has also been

recognized as being fundamental to the

s u c c e s s f u l imp l emen t a t i o n and

sustainability of Health Safety and

Environment (HSE) management system.

Your Company promotes safety culture, where safety and health are understood to be, and are accepted as, the number

one priority. Primary responsibility of your Company is always towards its people. We believe that safe behavior is essential

for safety improvement and a good business performance cannot be achieved without a good performance in HSE.

During the year 175 man days training was provided on safety aspects.

During the year Company has also signed mutual aid agreement with GAIL (India) Ltd and Bharat Petroleum Corporation

Ltd.

During the year no fatal accident occurred.

One of the primary concerns with respect to gas distribution is the safety and security of the pipeline network. The network

of pipelines being used to distribute the gas needs to be maintained at the highest operating and safety level, because any

leakage can lead to catastrophic accidents. The safety regulations/guidelines are given the highest priority while taking up

the CGD activities. The safety guidelines have been framed by the Oil Industry Safety Directorate (OISD), a technical body

under the Ministry of Petroleum and Natural Gas (MoP&NG).

OISD-179 sets the guidelines for safety requirement on compression, storage, handling, refueling on natural gas for use in

automotive sector. All safety facilities at CNG stations are as per the guidelines of OISD-179. Petroleum & Explosives Safety

Organisation (PESO) also monitors safety compliances at CNG stations during their visit to CUGL sites.

INFORMATION TECHNOLOGY

HUMAN RESOURCES

HEALTH, SAFETY AND ENVIRONMENT

CGD NETWORK SAFETY

Environment day celebration


All safety requirements are in line with statutory obligations as per guidelines of PESO, PNGRB and other relevant

codes/standards which are being monitored and compliance of the same is reported from time to time.

Your Company has successfully implemented:

1. Quality Management System ISO 9001:2008.

2. Environment Management System ISO 14001:2004.

3. Occupational Health and Safety Management System OHSAS 18001:2007.

During FY 2014-15, Your Company has developed Corporate Social

Responsibility Policy pursuant to section 135 of Companies Act,

2013. The projects covered by us include promoting gender

equality, skill development and promoting education.

The Annual Report on CSR activities in accordance with the

companies (Corporate Social Responsibility) Rules, 2014, is

appended as Annexure “A” to this report.

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule (8)(3) of

the Companies (Accounts) Rules, 2014 is appended as Annexure “B”

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 in respect of employees of the Company is 'NIL'. None of the employees has been paid

remuneration exceeding 60 Lacs per annum during the year

Pursuant to the requirement of section 134(5) of the companies Act, 2013 in relation to Directors' Responsibility Statement,

it is confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper

explanation relating to material departures;

(b) The directors had 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 affairs of the company at

the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had 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 had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down an established internal financial control framework including internal controls over

financial reporting, operating controls and for the prevention and detection of fraud and errors. The framework is

reviewed periodically by Management and tested by the internal auditors and statutory auditors. Based on the

periodical testing the framework is strengthened from time to time to ensure the adequacy and effectiveness of

internal financial controls.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

The new Companies Act, 2013 have strengthened the governance regime in the country. At CUGL, Corporate Governance

IMPLEMENTATION OF INTEGRATED MANAGEMENT SYSTEM

CORPORATE SOCIAL RESPONSIBILITY

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS OF EMPLOYEES UNDER COMPANIES ACT, 2013

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(5) OF THE COMPANIES ACT, 2013.

CORPORATE GOVERNANCE

Stiching program organised under CSR activities



is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our

success, and we remain committed to maximizing stakeholders' value, be it shareholders, employees, suppliers,

customers, investors, communities or policy makers.

The Statutory Auditors of your Company has been appointed by the Comptroller & Auditor General of India (C&AG). Prasad

Gupta J & Co., Chartered Accountants (Firm Registration No. 000236C) were appointed as the Statutory Auditors for the

Financial Year 2014-15. The Statutory Auditors have been paid a remuneration of 4.00 Lacs towards audit fee plus out of

pocket expenses amounting to 12, 500.00 and applicable service tax ther upon...

Audit Report

The Report given by the Statutory Auditors on the financial statements of the Company forms part of the Annual Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further

comments

The Comptroller and Auditor General of India, has also decided not to conduct the supplementary audit of the financial

statements of the Company for the financial year ended 31st March, 2015 and as such they have no comments to make

under the provisions of the Companies Act, 2013.

Pursuant to Section 204 of the Companies Act, 2013, your Company had appointed M/s S.K. Gupta & Co., Practicing

Company Secretaries, Kanpur as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial

year 2014-15. The Report of Secretarial Auditor for the financial year 2014-15 is appended as Annexure “C” to this report.

The observations made by secretarial auditor in his Audit report are as under:

“The Company has failed to spend the prescribed amount of two percent of the average net profits made during the three

immediately preceding financial years on CSR activities in terms of the provisions of Section 135 of the Companies Act,

2013.”

Explanation on observations made by secretarial auditor is as under:

The Company was required to spend 67.30 Lacs in the F.Y. 2014 – 2015 towards CSR activities, but the Company could

spend 8.06 Lacs only, after taking cognizance of various clarifications issued from time to time. Based on the same, CSR

Projects were identified and initiated in the F.Y. 2014-15, which are continuing in the next financial year also. In addition,

approval of new CSR Projects will be taken which are scheduled to be implemented in the next financial year 2015-16.

This being the first year, the projects have been undertaken on a lower scale. These would be ramped up in the subsequent

years.

Your Company had appointed M/s. R M Bansal & Co., as Cost Auditors for the financial year 2014-2015.

As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the

Companies Act, 2013. The Board of Directors of our Company has re-appointed M/s. R M Bansal & Co., as Cost Auditors for

the financial year 2015-2016 at the remuneration of 50000/- plus service tax.

As required under 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 member's ratification for the

remuneration payable to M/s. R M Bansal & Co., Cost Auditors is included in the Notice convening the Annual General

Meeting.

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure D”.

AUDITORS

STATUTORY AUDITORS

SECRETARIAL AUDITOR

COST AUDITOR

EXTRACTS OF ANNUAL RETURN:


RELATED PARTY TRANSACTIONS:

ENHANCING SHAREHOLDERS VALUE:

NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS' APPOINTMENT

AND REMUNERATION: {Section 178 (3) and 178 (4)}

MANAGERIAL REMUNERATION:

RISK MANAGEMENT POLICY & INTERNAL FINANCIAL CONTROL ADEQUACY

WHISTLE BLOWER POLICY:

DISCLOSURES:

BOARD OF DIRECTORS

The Company has formulated a Policy on materiality of Related Party Transactions and on dealing with Related Party

Transactions.

There are no related party transactions made by the company which may have potential conflict with interest of the

company at large.

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's

operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness,

consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate

reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate

actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and

development.

During the year the Earning per share (EPS) has increased from 4.18 to 4.59 in comparison to previous year.

The Company has duly established a Nomination and Remuneration Committee. The Committee has presented to the Board

the policy with respect to remuneration for the directors,

The Nomination & Remuneration Committee has laid down Criteria to carry out evaluation of every Director's performance.

The Executive and Whole-time Directors of the company are paid remuneration as per their respective contracts which are

approved by the Board after taking into consideration the recommendations made by Nomination & Remuneration

Committee.

The Nomination & Remuneration Committee also recommends the sitting fees which are required to be paid to Non

Executive Directors of the company.

The Independent Directors and Non- Executive Directors are paid sitting fees of ` 20,000/- per Board Meeting and

` 10,000/- per committee meeting for attending the meetings.

During the financial year 2014-15, the Company has developed a Risk Management System including the Risk Policy &

identification of the Risks which are reviewed periodically.

Your Company has laid down set of standards, processes and structure which enables to implement internal financial

control across the organization and ensure.

The whistle blower policy of your Company has robust framework which encourages people to report breach of contract,

negligence and manipulation of Company records, financial irregularity etc.

Your Company encourages its employees who have concerns about suspected misconduct to come forward and express

their concerns without fear of punishment or unfair treatment. The company accepts the obligation to ensure that any

individual covered under this policy, who makes a disclosure without malice and in good faith is protected from unfair

treatment.

a) COMPOSITION :

The Company has nine Directors on its Board comprising two Executive Directors namely Managing Director and

Director (Commercial) and five Non-Executive Directors and two Non Executive Independent Directors. The

composition and category of Directors along with other Directorships as on March 31, 2015:



b) ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND LAST ANNUAL GENERAL MEETING:

Pursuant to the provisions of Section 173 of the Companies Act, 2013 and rules made thereunder, every Company

shall hold a minimum of four meeting of its Board of Directors every year in such manner that not more than one

hundred and twenty days shall intervene between two consecutive meetings of the Board. During the year Directors'

attendance in the Board Meetings are given below:

Name of Directors Category Directorship in other public company

Shri R K Sharma

(Chairman)

Non-Executive NIL

Shri I S Rao Non-Executive 1. Sabarmati Gas Ltd.

2. GSPL India Transco Ltd.

3. GSPL India Gasnet Ltd.

4. Maharashtra Natural Gas Ltd.

5. Indraprastha Gas Ltd.

Shri Narendra Kumar* Non-Executive 1. Indraprastha Gas Ltd. (Managing Director)

Shri Rajesh Chaturvedi** Non-Executive 1. Indraprastha Gas Ltd. (Director Commercial)

Shri Rajesh Agrawal Non-Executive NIL

Shri V Nagarajan^ Non-Executive 1. Indraprastha Gas Ltd. (Director Commercial)

Shri V S Baid^^

(Managing Director)

Executive NIL

Shri Rajiv Sikka

(Director Commercial)

Executive NIL

Shri Venkatraman

Srinivasan^^^

Independent & Non-xecutive 1. V.Sankar Aiyar & Co. (Partner)

2. UTI Retirement Solutions Ltd.

3. HDB Financial Services Ltd.

4. OCM India Ltd.

Shri Narendra Singh^^

Independent & Non-xecutive

1. Green Gas Ltd.

Sl. No.

Name of Directors Executive/Non-Executive/Independent

No of meeting

held

No of Meeting Attended

1 Shri R K Sharma

(DIN: 03494585)

Chairman & Non-Executive Director 8 7

2 Shri I S Rao

(DIN: 02350683)

Non-Executive Director 8 7

3 Shri Narendra Kumar*

(DIN: 06571708)


4 Shri Rajesh Chaturvedi**

(DIN: 06447155)


5 Shri Rajesh Agrawal

(DIN: 06623865)


6 Shri V Nagarajan^

(DIN: 02309551)


7 Shri V S Baid^^

(DIN: 06716735)

Executive Director 8 8

8 Shri Rajiv Sikka

(DIN: 06819112)

Executive Director 8 8

9 Shri Venkatraman Srinivasan^^^

(DIN: 00246012)

Independent & Non Executive Director - -

10 Shri Narendra Singh^^^

(DIN: 07146289)

Independent & Non Executive Director - -


* Shri Narendra Kumar ceased to be Director with effect from 30th April, 2015.

* * Shri Rajesh Chaturvedi ceased to be Director with effect from 10th September, 2014.

^ Shri V Nagarajan was appointed as an Additional Director with effect from 13th October, 2014.

^ Shri V S Baid ceased to be Director with effect from 16th April, 2015.

^^^ Shri Venkatraman Srinivasan and Shri Narendra Singh were appointed as an Additional and Independent Directors

with effect from 30th March, 2015.

During the Financial Year 2014-15, total 8 Board meetings were held. Details of aforesaid meeting are provided in following

table.

Sl.

No.

Date of

Meeting Place of Meeting

1 03.04.2014 The Landmark Hotel, Landmark Towers 10, The Mall Kanpur- 208 001

2 16-06-2014 IGL Bhavan Plot No.4 Community Centre, Sector-9, R K Puram New Delhi-110 022

3 03-07-2014 Bharat Petroleum Corp. Ltd., 28-A, K.G. Marg (ECE House), Connaught Circus New Delhi


5 24-09-2014 The Landmark Hotel, Landmark Towers 10, The Mall Kanpur- 208 001

6 08-12-2014 Heritage Village Resort & Spa Manesar, NH 8, Manesar, Gurga on – 122 050

7 18-02-2015 Ist Floor, Conference Hall GAIL (India) Ltd, GAIL Bhawan 16, Bhikaiji Cama Place, R.K.

Puram New Delhi – 110 066


Details of Last three Annual General Meetings held are as follows:-

Sl.

No. No. of Meeting Date of Meeting

Place of Meeting

1 7th AGM 30-07-2012 Hotel Landmark, The Mall Road , Kanpur



Attendance of Directors in the last Annual General Meeting held on 25th September, 2014 is as under:

Sl. No.

Name of Directors Executive/Non-Executive/Independent Attendance at the Meeting

1 Shri R K Sharma Chairman & Non-Executive Director Yes

2 Shri I S Rao Non-Executive Director Yes

3 Shri Narendra Kumar Non-Executive Director Yes

4 Shri Rajesh Agrawal Non-Executive Director Yes

5 Shri V S Baid Executive Director Yes

6 Shri Rajiv Sikka Executive Director Yes

No Extraordinary General Meeting (EGM) was held during Financial Year 2014-15.



c) INDUCTION AND CESSATION OF DIRECTORS

Shri Rajesh Chaturvedi (Nominee IGL) ceased to be Director from the Board with effect from 10th September, 2014

on account of his resignation The Board of Directors places on record their deep appreciation for the valuable advice

and guidance provided by him during his tenure as Director.

Shri V Nagarajan (Nominee IGL) was appointed as an Additional Director on the Board of CUGL pursuant to provisions

of Section 161 of the Companies Act, 2013 and Articles of Association of the Company with effect from 13th October,

2014.

Shri Venkatraman Srinivasan and Shri Narendra Singh (Independent Non- Executive Director) was appointed as an

Additional Director and Independent Director on the Board of CUGL pursuant to provisions of Section 161 of the

Companies Act, 2013 and Articles of Association of the Company with effect from 30th March, 2015.

Shri Narendra Kumar (Nominee IGL) ceased to be Director from the Board with effect from 30th April, 2015 on

account of his resignation The Board of Directors places on record their deep appreciation for the valuable advice and

guidance provided by him during his tenure as Director.

Shri V S Baid (Managing Director) ceased to be Director from the Board with effect from 16th April, 2015 on account of

his resignation. The Board of Directors places on record their deep appreciation for the valuable contribution made by

him during his tenure as Director of the Company

Shri Manjeet Singh (Nominee IGL) was appointed as an Additional Director on the Board of CUGL pursuant to

provisions of Section 161 of the Companies Act, 2013 and Articles of Association of the Company with effect from 13th

May, 2015.

Shri V K Shukla (Managing Director) was appointed as an Additional Director and Managing Director on the Board of

CUGL pursuant to provisions of Section 161 of the Companies Act, 2013 and Articles of Association of the Company

with effect from 11th June, 2015.

None of the Directors are disqualified from being appointed as Directors in term of provisions of Companies Act, 2013.

d) DECLARATION OF INDPENDENCE

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as

stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent

Directors under the provisions of the Companies Act, 2013 and the relevant rules.

In compliance of above provisions, the Board received the declaration from the Independent Directors namely Shri

Venkatraman Srinivasan and Shri Narendra Singh confirming that they meet the criteria of independence as laid down

under Section 149(6) of the Companies Act, 2013.

e) CONSTITUTIONS OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION, CORPORATE SOCIAL

RESPONSIBILITY COMMITTEE.

Your company has constituted the following committees as per the provision of Companies Act 2013

1) AUDIT COMMITTEE

The Audit Committee is headed by Shri Venkatraman Srinivasan, Non-Executive Independent Director.

Composition of the Committee w.e.f. 19th May, 2015 is as per given below:

th th9 Annual General Meeting held on 25 September, 2014


Sl. No.

Members of Committee Executive/Non-Executive/Independent

Position in the Committee

1 Shri I S Rao Non-Executive Director Chairman

2 Shri Venkatraman Srinivasan Independent & Non-Executive Director Member

3 Shri Narendra Singh Independent & Non-Executive Director Member

4 Shri R K Sharma Non-Executive Director Member

Sl. No.



1 Shri V. Nagarajan Non-Executive Director Chairman

2 Shri Narendra Singh Independent & Non-Executive Director Member

3 Shri V K Shukla Executive Director Member

5 Shri Rajiv Sikka Executive Director Member

The constitution of the Nomination and Remuneration Committee as on March 31, 2015: -

1) Shri Narendra Kumar*: Chairman, Non-Executive Director.

2) Shri V S Baid: Member**, Executive Director

3) Shri Rajiv Sikka: Member, Executive Director.

During the year 2014-15, 3 meetings of the Corporate and Social Responsibility Committee were held.

*Shri Narendra Kumar ceased to be Director with effect from 30th April, 2015.

**Shri V S Baid ceased to be Director with effect from 16th April, 2015.

f) BOARD EVALUATION

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.

The constitution of the Nomination and Remuneration Committee as on March 31, 2015 is as per given below:

1) Shri I.S. Rao: Chairman, Non-Executive Director.

2) Shri R K Sharma: Member, Non-Executive Director

3) Shri Rajesh Agrawal: Member, Non-Executive Director.

During the year 2014-15, 2 meetings of the Nomination and Remuneration Committee were held.

3) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The CSR Committee is headed by Shri V. Nagarajan, Non-Executive Director. Composition of the Committee w.e.f

19th May, 2015 is as per given below:

Sl. No.



1 Shri Venkatraman Srinivasan Independent & Non-Executive Director

Chairman

2 Shri Narendra Singh Independent & Non-Executive Director

Member

3 Shri Rajesh Agrawal Non-Executive Director Member

The constitution of the Audit Committee as on March 31, 2015 is as per given below:

1) Shri Rajesh Agrawal: Chairman, Non-Executive Director.

2) Shri R K Sharma: Member, Non-Executive Director.

3) Shri I.S. Rao: Member, Non-Executive Director.

During the year 2014-15, 6 meetings of the Audit Committee were held.

2) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee is headed by Shri I S Rao, Non-Executive Director. Composition of

the Committee w.e.f 19th May, 2015 is as per given below:



KEY MANGERIAL PERSONNEL

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

MANAGEMENT DISCUSSION AND ANALYSIS

GENERAL:

SIGNIFICANT AND MATERIAL ORDERS

OTHER MATERIAL CHANGES

SHARE HOLDING PATTERN AS ON 31ST MARCH, 2015

Pursuant to Section 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment & Remuneration of

Managerial Personnel) Rules, 2014 following persons act as Key Managerial Personnel (KMP) of the Company:

Shri V S Baid was initially appointed as Managing Director (MD) of the Company with effect from 26th September, 2013. As

per new Companies Act, 2013, he has been appointed as Managing Director as part of KMP with effect from 16th June,

2014. Further, he ceased to be Managing Director (MD) of the Company with effect from 16th April, 2015. Thereafter, Shri V

K Shukla, Managing Director (MD) has been appointed as KMP of the Company with effect from 11th June, 2015.

Shri Rajiv Sikka was initially appointed as Director (Commercial) (DC) of the Company with effect from 27th January, 2014.

As per new Companies Act, 2013, he has been appointed as Whole Time Director (WTD) as part of KMP with effect from 16th

June, 2014.

Shri Deepak Bhasin was initially appointed as Company Secretary (CS) with effect from 20th March, 2014. Further as per

new Companies Act, 2013, he has been appointed as Company Secretary as part of KMP with effect from 16th June, 2014.

Shri Radhe Shyam Kothari was initially appointed as Chief Manager (Finance & Accounts) (Ch. (F&A)) of the Company with

effect from 20th July, 2014. As per new Companies Act, 2013, he has been appointed as Chief Financial Officer as part of

KMP with effect from 05th August, 2014.

Your Company does not have any subsidiaries, Joint venture companies and associate companies as on 31st March, 2015.

The Management Discussion and analysis forms part of this report at Annexure “E”

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern

status and Company’s operations in future.

Pursuant to Section 134(3)(l) and other applicable provisions of Companies Act, 2013, save as aforesaid in this report, no

material changes and commitments affecting the financial position of the Company have occurred between the end of the

financial year of the Company i.e. 31st March, 2015 and the date of this report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT

2013

The following is a summary of Sexual harassment complaints received and disposed-off during the calendar year.

Number of complaints received: Nil

Number of complaints disposed-off: Nil

Shareholding Pattern of the Company as on 31st March, 2015 is as follows:

Sl. No.

Name of Shareholders No of Equity Shares held @ 10/- each

% of Shares held

1 GAIL (India) Limited including shares held jointly with its employees.

1,50,00,000 25.00 %

2 Bharat Petroleum Corporation Limited 1,49,99,600 25.00%

3 Others (Individuals of BPCL) 400 0.00 %

4 Indraprastha Gas Limited 3,00,00,000 50.00%

Total 6,00,00,000 100%


ACKNOWLEDGMENT

For and on behalf of the Board of Directors,

Sd/- Sd/-

R. Sikka V. K. Shukla

Director (Commercial) Managing Director

Place: New Delhi

thDate:4 Septmber, 2015

Your Directors take this opportunity to place on record their appreciation and sincere thanks to the Ministry of Petroleum

and Natural Gas, Petroleum and Natural Gas Regulatory Board (PNGRB),Ministry of Forest and Environment, Government

of India, State Government of Uttar Pradesh, Banks, Other Statutory and Local Government Bodies such as UPSRTC,

UPSIDC, KDA, KNN, BDA Commissionerate,, Consultants and local citizens for the continued co-operation and unstinted

support extended to the Company.

The Directors also record their appreciation to its promoters GAIL (India) Limited & Bharat Petroleum Corporation Limited

and Indraprastha Gas Limited for their support.

The Directors place on record their deep appreciation towards its valued customers for their co-operation, patronage &

support and look forward to the continuance of this relationship in future also.

The Directors wish to express their gratitude to all the shareholders, contractors and suppliers for their continued trust and

support.

The Directors also sincerely acknowledge the contributions made by all the employees of CUGL for their dedicated services

to the Company.



ANNEXURE- “A”

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2014-15

Corporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social

Responsibility) Rules, 2014]

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:-

Central U.P Gas Limited (CUGL) recognizes that its business activities have direct and indirect impact on the

society. The Company strives to integrate its business values and operations in an ethical and transparent manner to

demonstrate its commitment to sustainable development and to meet the interest of its stakeholders.

A responsible business is expected to not only take care of its stakeholders but also to engage and contribute

meaningfully towards improving the quality of life of the communities and environment in which it operates. CUGL

follows the Board approved CSR Policy which is in line with requirements of Companies Act, 2013.

The contents of CSR Policy of CUGL are displayed on CUGL’s website at ww.cugl.co.in

2. The Composition of the CSR Committee:-

Shri V. Nagarajan- Chairman

Shri Narendra Singh- Member

Shri V K Shukla-Member

Shri Rajiv Sikka- Member

3. Average net profit of the company for last three financial years:-

3365.02 Lacs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):-

67.30 Lacs

5. Details of CSR spent during the financial year:-

(a) Total amount to be spent for the financial year- 67.30 Lacs

(b) Amount unspent, if any- 59.24 Lacs

(c) Manner in which the amount spent during the financial year is detailed below:

`

`

`

Sl. No.

CSR project or activity identified

Sector in which the Project is covered

Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise (in Lacs)

Amount spent on the projects or programs Sub – heads: (1) Direct expenditure on projects or programs (2)Overheads(in Lacs)

Cumulative expenditure upto to the reporting period(in Lacs)

Amount spent : Direct or through implementing agency*

1 Vocational training programme on Stitching, Tailoring etc

Employment enhancing vocational skills especially among women & Empowering women

Local area i.e. Kanpur

2.80 1.40

1.40

Swaraj Vridha Ashram

2 Basic Fundamentals of Computers

Education & employment enhancing vocational skills & Empowering women


1.25 0.63

0.63

Swaraj Vridha Ashram

3 Prakriti (Distribution of saplings to the citizens of Kanour in association with IIT, Kanpur.)

Ensuring environmental sustainability


1.03 1.03

1.03

IIT, Kanpur

4 Kanpur Mahotsav

Promotional & development of traditonal art & handicrafts.


5.00

5.00

5.00

City Administration

TOTAL PROJECT AMOUNT : 10.08 Amount Spent (31.03.2015) 8.06


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.

The Company was required to spend 67.30 Lacs in the F.Y. 2014 – 2015 towards CSR activities, but the Company

could spend 8.06 Lacs only, after taking cognizance of various clarifications issued from time to time. Based on the

same, CSR Projects were identified and initiated in the F.Y. 2014-15, which are continuing in the next financial year

also. In addition, approval of new CSR Projects will be taken which are scheduled to be implemented in the next

financial year 2015-16.

This being the first year, the projects have been undertaken on a lower scale. These would be ramped up in the

subsequent years.

7. CSR Committee Responsibility Statement

The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR

objectives and Policy of the Company

Sd/- Sd/-

Place: New Delhi V. K. Shukla V. Nagarajan

Date: Managing Director Chairman th4 Septmber, 2015



ANNEXURE- “B”

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

A. CONSERVATION OF ENERGY

(i) Conservation of energy is an ongoing process in the Company’s activities. Steps have been taken on proper

tuning of pressure regulating valves to ensure smooth transfer of natural gas from the blow down vessel to the

suction of CNG compressor without any venting of Gas to atmosphere.

(ii) The steps taken by the company for utilizing alternate sources of energy:

PV Solar Panels are being installed as a pilot project to reduce electrical power consumption from power

distribution

(iii) The capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earnings and outgo during the year under review.

1. The efforts made towards technology absorption- Continued indigenous development of various dispenser spares like high pressure filters.

2. The benefits derived like product improvement, cost reduction, product development or import substitution -

Overall reduction of cost of dispenser spares.

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 has been fully absorbed;

(d) if not fully absorbed, areas where absorption has not

taken place, and the reasons thereof -

NIL

4. The expenditure incurred on Research and

Development -

NIL


ANNEXURE- “C”

FORM NO. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014]

To, The Members, CENTRAL U.P. GAS LIMITED

th7 Floor, UPSIDC Complex,A - 1/4 , Lakhanpur,KANPUR- 208024

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good

corporate practices by CENTRAL U.P. GAS LIMITED (hereinafter called the 'Company'). Secretarial Audit was conducted

in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and

expressing our opinion thereon.

Based on our 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, we hereby report that in our opinion, the Company has, during the stFinancial year ended on 31 March, 2015 ('Audit Period') complied with the statutory provisions listed hereunder and

also that the Company has proper Boardprocesses and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company stfor the financial year ended on 31 March, 2015 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 during the Audit Period being an Unlisted Company)

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

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (not applicable to the Company during the Audit Period as the Company had no Foreign Direct

Investment and Overseas Direct Investment and has not raised External Commercial Borrowings)

(v) The Securities and Exchange Board of India Act, 1992 ('SEBI Act') and the Regulations and Guidelines prescribed

thereunder; (not applicable to the Company during the Audit period being an Unlisted Company)

We have also examined compliance with the applicable clauses of the following:

(vi) We further report that having regard to the compliance system prevailing in the Company and on examination of the

relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the

following laws applicable specifically to the Company:

(a) The Petroleum and Natural Gas Regulatory Board Act, 2006 (hereinafter called the 'PNGRB Act')

(b) The Explosives Act, 1884; and

(c) Gas Cylinders Rules, 2004



(i) Secretarial Standards issued by The Institute of Company Secretaries of India.st (Secretarial Standards notified effective from 1 July,2015 , hence not applicable to the Company

during the Audit period)

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s). (not applicable to the Company during the Audit period being an unlisted Company).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines

etc. mentioned above subject to the following:

The Company has failed to spend the prescribed amount of two percent of the average net profits made during

the three immediately preceding financial years on CSR activities in terms of the provisions of Section 135 of

the Companies Act, 2013. We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,

Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took

place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given

to all directors to the schedule Board Meetings alongwith agenda in advance and a system exists for seeking and obtaining

further information and clarifications on the agenda items before the meetings and for meaningful participation at the

meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the Minutes of the

Meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that based on the information provided by the Company, its Officers and Authorised Representatives

during the conduct of Audit and review of periodical Compliance Reports by the Internal Auditor and respective

Departmental Heads and taken on record by the Audit Committee / Board of Directors of the Company, in our opinion

adequate systems and processes in the Company commensurate with the size and operations of the Company exist in the

Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit period there were no specific events / actions in pursuance of the above referred

Law, Rules, Regulations, Guidelines etc. having major bearing on Company's affairs.

For S.K. Gupta & Co. Company Secretaries

Sd/-

(S.K. GUPTA) Managing Partner Place: Kanpur F.C.S -2589Date: 30th July, 2015 C P-1920


ANNEXURE- “D”

Form No. MGT-9EXTRACT OF ANNUAL RETURN

(As on the financial year ended on 31st March, 2015)

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies Management and

Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

S.

No.

Particulars Facts

(i) CIN U40200UP2005PLC029538

(ii) Registration Date 25th February, 2005

(iii) Name of the Company Central U.P. Gas Limited

(iv) Category / Sub-Category of the Company Company Limited by Shares/Indian Deemed

Government Company

(v) Address of the Registered office and contact details 7th Floor, UPSIDC Complex, A-1/4, Lakhanpur,

Kanpur , Uttar Pradesh- 208 024

Tel: 0512 – 2583462

Fax No: 0512 – 2582453 email: [email protected]

website: www.cugl.co.in

(vi) Whether Listed Company No

(vii) Name, Address and Contact details of Registrar and

Transfer Agent, if any

Karvy Computershare Private Limited, Karvy

House,46, Avenue 4, Street No.1, Banjara Hills,

Hyderabad- 500 034,

Tel- +91 4023312454 / 44677312, email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : NIL

Sl. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the Company

1 Natural Gas 3520 100



Category

of

Shareholders

No. of Shares held at the beginning of the year

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

Change

during the

Year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

(A) Promoters

(1) Indian (a) Individual/HUF 100 12800 12900 0.02 100 12800 12900 0.02 Nil

(b) Central Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nil (c) State Govt. (s) Nil Nil Nil Nil Nil Nil Nil Nil Nil

(d) Bodies Corp. Nil 29987100 29987100 49.98 Nil 29987100 29987100 49.98 Nil

(e) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil (f) Any Other…. Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-Total (A) (1) Nil Nil 50 % Nil (2) Foreign

(a) NRIs - Individuals

Nil Nil Nil Nil Nil Nil Nil Nil Nil

(b) Other - Individuals


(c) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nil (d) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil

(e) Any Other…. Nil Nil Nil Nil Nil Nil Nil Nil Nil Sub-Total (A) (2) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Total Shareholding of Promoter (A)=

(A) (1)+(A) (2)

100 29999900 30000000 100 29999900 30000000 Nil

(B) Public Shareholding (1) Institutions

(a) Mutual Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil (b) Banks/FI Nil Nil Nil Nil Nil Nil Nil Nil Nil

(c) Central Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nil (d) State Govt.(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil

(e) Venture Capital funds


(f) Insurance Companies


(g) FIIs Nil Nil Nil Nil Nil Nil Nil Nil Nil (h) Foreign Venture

Capital Funds


(i) Others (Specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-Total (B)(1) Nil Nil Nil Nil Nil Nil Nil Nil (2) Non- Institutions

(a) Bodies Corp i. Indian Nil 30000000 30000000 50 Nil 30000000 30000000 50 Nil

ii. Overseas Nil Nil Nil Nil Nil Nil Nil Nil Nil (b) individuals

i. Individual shareholders

holding nominal share capital up

to1 lakh


ii. Individual

shareholders

holding nominal share capital in excess of ? 1

lakh


(C) Others (Specify) Sub-Total (B)(2) Nil 30000000 30000000 50 Nil 30000000 30000000 50 Nil

Tot al Public Shareholding

(B)=(B) (1)+(B) (2)

Nil 30000000 30000000 50 Nil 30000000 30000000 50 Nil

C. Shares held by

custodian for GDRs & ADRs


Grand Total (A+B+C)

100 59999900 60000000 100 Nil 100 59999900 60000000 Nil

IV. SHARE HOLDING PATTERN (Equity Share Capital breakup as percentage of total Equity)i) Category-wise Share Holding:


ii) Shareholding of Promoters:

S.No

Shareholders’ Name

Shareholding at the beginning of the year

Shareholding at the end of the year % of

Change during

the Year

No. of Shares

% of total

Shares of the

Company

%of Shares Pledged /

encumbered to total shares

No. of Shares

% of total

Shares of the

Company

%of Shares Pledged /

encumbered to total shares

1 GAIL (India) Limited (GAIL) including shares held jointly with its employees.

15000000 25.00% 0.00% 15000000 25.00% 0.00% 0.00%

2 Bharat Petroleum Corporation Limited

14999600 25.00% 0.00% 14999600 25.00% 0.00% 0.00%

Total 29999600 50.00% 0.00% 29999600 50.00% 0.00% -

iii) Change in Promoters’ Shareholding (please specify, if there is no change):

Sl. No.

Shareholders’ Name

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of Shares

% of total

Shares

of the Company

No. of Shares

% of total

Shares

of the Company

There are no changes in the Promoter’s shareholding during the Financial Year 2014-15.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and

ADRs) as on 31st March, 2015:



Sl.

No

For each of the Top 10

Shareholders


Cumulative Shareholding

during the year

No. of shares % of total

shares of the Company

No. of

shares

% of total

shares of the Company

1. Shri N K Nagpal (Jointly with GAIL)

At the beginning of the Year 3125 0.052 % 3125 0.052 %

Bought during the Year 0 0.00 % 0 0.00 %

Sold/Transfer during the Year 0 0.00 % 0 0.00 %

At the end of the Year 3125 0.052 % 3125 0.052 %

2. Shri S C Hatwal(Jointly with GAIL)



Sold/Transfer during the

Year(10.02.2015)

3125 0.052 % 3125 0.052 %


3. Shri M. Ravindran (Jointly with GAIL)





4 Shri Sumit Kishore (Jointly with GAIL)





5. Shri Manoj Kumar Pawa (Jointly with

GAIL)


Bought during the Year(10.02.2015) 3125 0.052 % 3125 0.052 %



6 Shri Satish Y Oke





7. Shri A K Bansal





8 Shri S. Krishnamurti





9. Shri P. Balasubramanian





10 Indraprastha Gas Limited

At the beginning of the Year 30000000 50% 30000000 50%



At the end of the Year 30000000 50% 30000000 50%


v) Shareholding of Directors and Key Managerial Personnel as on 31st March, 2015:

Sl. No

For each of the Directors and KMP


Cumulative Shareholding during the year

No. of shares % of total shares of the

Company

No. of shares % of total shares of the

Company

1. Shri R K Sharma





2. Shri I S Rao





3. Shri Narendra Kumar *





4. Shri Rajesh Chaturvedi**





5. Shri V. Nagarajan^





6. Shri Rajesh Agrawal





7. Shri Venkatraman Srinivasan^^





8. Shri Narendra Singh^^





9. Shri V. S Baid^^^





10. Shri Rajiv Sikka





11. Shri Deepak Bhasin (CS)





12. Shri R. S Kothari (CFO)







Note: * Shri Narendra Kumar ceased to be Director with effect from 30th April, 2015. ** Shri Rajesh Chaturvedi ceased to be Director with effect from 10th September, 2014.

^ Shri V. Nagarajan was appointed as a Director with effect from 13th October, 2014.^^ Shri V. Srinivasan & Shri Narendra Singh were appointed as a Director with effect from 30th March, 2015^^^ Shri V S Baid ceased to be Director with effect from 16th April, 2015.

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

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

V. INDEBTEDNESS:

VI. REMUNERATION OF DIRECTORS AND KEY MANGERIAL PERSONNEL DURING THE FINANCIAL YEAR 2014-

2015

S. No. Particulars of Remuneration

Total Amount

Name Shri V S Baid Shri Rajiv Sikka (`/LacS)

Designation Managing Director

Director Commercial

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

41.86 37.49 79.35

(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 (A) 41.86 37.49 79.35

Ceiling as per the Act* - - -

* Remuneration is within ceiling prescribed under Companies Act, 2013.

B. Remuneration to other Directors:

Particulars of Remuneration

Name of Directors Total

Amount (`/Lac)

Independent Directors

Shri Narendra

Singh

Shri Venkatraman

Srinivasan

Fee for attending board / committee meetings

- - -

Commission - - -

Others, please specify

- - -

Total (1) - - - -


Other Non-Executive Directors

Shri R K Sharma

Shri Narendra Kumar*

Shri Rajesh Chaturvedi*

Shri Rajesh Agrawal*

Shri V Nagarajan*

Shri I S Rao*

-

Fee for attending board committee meetings

- 0.80 0.40 1.40 0.30 1.20 4.10

Commission - - - - - - -

Others, please specify

- - - - - - -

Total (2) NIL 0.80 0.40 1.40 0.30 1.20 4.10

Total (B)=(1+2) NIL 0.80 0.40 1.40 0.30 1.20 4.10

Ceiling as per the Act**

*Paid to respective parent organizations.** Remuneration is within ceiling prescribed under Companies Act, 2013.

S. No. Particulars of Remuneration Total

Amount (`/Lacs)

Name Shri Radhe Shyam Kothari* Shri Deepak Bhasin

Designation CFO CS

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income -tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

10.74 7.15 17.89

(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 10.74 7.15 17.89

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

*Shri Radhey Shyam Kothari was appointed with effect from 21st July, 2014.

VII.PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties/punishment/compounding of offences for breach of any Section of Companies Act against the

Company or its Directors or other officers in default, if any, during the financial year 2014-15.



ANNEXURE- “E”

MANAGEMENT DISCUSSION AND ANALYSIS

NATURE OF BUSINESS

NATURAL GAS SCENARIO IN INDIA

CITY GAS DISTRIBUTION IN INDIA

CNG :

The Company is in the business of supplying Compressed Natural Gas (CNG) to transport sector and Piped Natural Gas

(PNG) to Domestic, Industrial & Commercial sectors in Kanpur & Bareilly. CNG is a safe, economical and environment

friendly fuel for transport sector. It is replacing traditional fossil fuels i.e. petrol and diesel. The running cost of the vehicles

that run on CNG is currently around 50 % cheaper than petrol. PNG, the other fuel supplied by the Company is a safe,

convenient, environment friendly and reliable fuel for domestic, commercial and industrial consumers. Kanpur and Bareilly

cities are yet to be fully exploited and therefore lot of potential consumers in new areas are being targeted.

Natural gas is the cleanest burning fossil fuel and its environment friendly characteristics make it more popular than other

hydrocarbon fuel. It is playing an increasing role in helping to attain national goals of a cleaner environment, energy

security and a more competitive economy The primary energy mix of India is also set to alter on account of the substitution

of oil by natural gas which is emerging as an important component in the total energy basket.

The share of natural gas is expected to increase significantly in the coming years. Power and Fertilizer sectors remain the

two biggest contributors to natural gas demand in India and the pricing issues are a concern to channelize this demand into

actual consumption. . The present supply of natural gas in India is mainly from the nominated blocks, operated by ONGC

and OIL, private and joint venture fields like Panna-Mukta & Tapti (PMT) and from the fields awarded under NELP like RIL's

KG D-6. There is a need to push domestic gas production through new gas fields for which policy decisions are expected

shortly.

With the growing demand for natural gas in India and the fact that existing gas fields are in decline, a significant

contribution in natural gas demand-supply gap is expected to be fulfilled by LNG imports. Several plans to augment and add

regasification capacities on the western and eastern coast of India are under process to facilitate LNG imports into India.

CNG has become a popular fuel for transport sector. While its usage has been mandated in the case of public transport in

Kanpur City, the switch over to CNG has been voluntary in case of private car segment due to cost economics weighing in its

favour.

The convenience associated with PNG has already established it as the preferred fuel and its demand is growing in

domestic, commercial as well as industrial segments. PNGRB in last two years have been aggressively seeking bids for new

Geographical Areas (GA's) which were not covered earlier.

Your Company has established itself in Kanpur, and Bareilly which have good potential for natural gas in coming years.

Jhansi GA authorization has also been received by your Company.

Your Company has set up a robust infrastructure of CNG stations and Pipeline network to ensure easy availability of CNG

and PNG to its customers.

The growth drivers and opportunities in our existing areas of operations are as follows:

Ÿ It has been planned to set up “Green Corridors” along major highways covering our authorised GA's.

Ÿ The price differential of CNG versus alternate liquid fuel will continues to drive the conversion of petrol driven private

vehicles into CNG mode.

Ÿ Introduction of more CNG variant models by car manufacturers will add to CNG sales.

Ÿ Expansion in Public Transport System is targeted through continuous follow ups with the District Administrative

authorities including RTO's at Kanpur and Bareilly. However, State transport Authority is yet to embrace full potential

for CNG and efforts are being done by your Company to propgate CNG.

Ÿ Authorisation has been received from PNGRB to set up CNG Stations beyond our GA's boundary based on specific

initiative taken by your Company.


PNG :

OUTLOOK ON THREATS, RISKS & CONCERNS AND MITIGATIONS

During the year 2014-2015, a record number of 4136 domestic PNG connections were added in Kanpur and Bareilly. This

has almost doubled the existing number of PNG domestic connections.

Piped Natural Gas (PNG) is fast becoming a preferred fuel for domestic households to replace LPG cylinders. Considering the

total number of LPG users in Kanpur and Bareilly, there is a huge demand potential.

PNG is gradually emerging as the key energy source for commercial & industrial users offering immense opportunities for

growth. The Company has plans to exploit significant demand potential for gas from commercial & industrial consumers in

the region.

A. Regulatory Regime

The City Gas Distribution business is under Regulatory regime wherein the Regulatory Board (PNGRB) has framed

various Regulations, which have ramifications on the day to day business operations of a CGD entity.

The Petroleum and Natural Gas Regulatory Board (PNGRB) has been inviting bids from time to time for setting up CGD

network in new geographical areas. Your Company intends to participate in the bidding for expanding its area of

operations.

B. Gas Sourcing

In the changing gas scenario, the assured supply of gas at competitive price will play an important role for future

growth of your Company. MoP&NG, Government of India under it's recent guidelines has directed GAIL to allocate

supply of gas at APM Price to your Company based on actual requirement along with a flexibility to draw 10% over and

above the allocation.

Gas purchase agreement with GAIL and BPCL not only assures CUGL of receiving firm quantities but also ensures

priority supply in the event of any stoppage/disruption in gas supply. However, the current scenario of price volatility,

lurks a threat of emergence of Take or Pay obligations against Long term contracts

In order to cater growing gas demand of industrial & commercial consumers, the Company is procuring R-LNG, both

on term & spot basis.

In this regard, besides having gas supply tie ups with GAIL and BPCL, to strengthen CUGL's gas sourcing portfolio the

Company has signed framework gas supply agreement with other major R-LNG suppliers viz Gujarat State Petroleum

Corporation Limited. The Company is actively looking at a variety of options to meet the expected gas demand in

future.

C. Gas Prices

Till January, 2014, in absence of additional supply of domestic gas, the dependence on expensive R-LNG was

increasing gradually. However, under the recently implemented guidelines of MoP&NG, Government of India,

additional domestic gas has been allocated to your Company. This positive development shall help in maintaining gas

selling prices both in CNG and PNG-domestic segment competitive over alternate fuels.

The Company is fully aware of the challenge to keep the overall procurement cost of gas under check in order to

supplyCNG and PNG at competitive price as compared to alternate competing fuels.

Thus the need to be nimble and flexible both on the sourcing as well as pricing front is the call of the hour.

D. Macro Economic Scenario

The fast changing macro-economic scenario also has an impact on the growth plan of your Company. The fluctuations

in forex rates and in Brent Crude prices have a direct impact on the cost of sourcing of your Company.

Since basic cost of gas from all sources – domestic as well as imported is dollar linked, it becomes vulnerable to any

fluctuation in the forex rates. Variation in Brent Crude prices impact the price of imported LNG as its basic price has

been linked to Brent Crude.

Your Company has been undertaking necessary revisions in the retail price to account for changes in the macro

economic scenario.

The recent announcement for achieving a target of 1 Crore PNG Domestic Connections (all India basis), is also

expected to give fillip to the domestic PNG segment



E. Value Creation though Operational Excellence

In the competitive environment, creating value for the end customer is of utmost importance for any Company. Your

Company is fully conscious and is continuously working for enhancing operational efficiency, cost optimization and

asset utilization and better customer services.

F. Internal Controls and their Adequacy

The Company has adequate Internal Control procedures commensurate with size and nature of its business. The

Company has appointed M/s S P Chopra & Company, Chartered Accountants as its Internal Auditors and the internal

audit reports prepared by them are regularly placed before the Audit Committee of the Board

Staff Members at Customer Meet 2014-15


INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF CENTRAL U.P. GAS LIMITED

Report on the Financial Statements

Management's Responsibility for the Financial Statements

Auditor's Responsibility

Opinion

thThis Audit Report supersedes the earlier Audit Report dated 19 June, 2015 and is being revised to include the report

on directions issued under section 143(5) of the Companies Act 2013 as per the directions of the Comptroller & Auditor thGeneral of India vide their letter dated 13 August,2015 and on matters stated in clause 11(b) of Companies ( Audit

and Auditors) Rules'2014.

We have audited the accompanying financial statements of CENTRAL U.P. GAS LIMITED (“the Company”), which

comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year

then ended, and a summary of the significant accounting policies and other explanatory information.

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the

Act”) 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 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.

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 thereunder.

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.

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, 2015, and

its profit and its cash flows for the year ended on that date.



Report on Other Legal and Regulatory Requirements

For Prasad Gupta J & Co.Chartered Accountants

FR No. 000236C

Sd/-Amar Nath Gupta

Place : Kanpur PartnerDate : 14th August, 2015 Membership No. 073722

1. As required under section 143(5) of the Companies Act'2013 we give in the Annexure “A” a statement on directions

issued by the Comptroller & Auditor General of India after complying the suggested methodology of audit, action

taken thereon and its impact on the accounts and financial statements of the company.

2. As required by the Companies (Auditor's Report) Order,2015 (“the Order”), issued by the Central Government of

India in terms of sub-section(11) of Section 143 of the Act, we give in the Annexure “B” a statement on the matters

specified in paragraphs 3 and 4 of the Order, to the extent applicable.

3. 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 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, 2015 taken on record by

the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a

director in terms of Section 164 (2) of the Act.

(f) 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 has disclosed the impact of pending litigations on its financial position in its financial statements – Refer

Note 22 to the financial statements; ii) The Company has made provision, as required under the applicable law or accounting standards, for material

foreseeable losses, if any, 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.


ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT

CENTRAL U P GAS LIMITED

(As referred to in paragraph 1 of Report on Legal and Regulatory Requirements of our report on the statement of

Directions under section 143(5) of Companies Act 2013 issued by the Comptroller and Auditor General of India for the

year 2014-15)

Sr.

No. Particulars Comment

1. If the Company has been selected for disinvestment, a

complete status report in terms of valuation of ets

(including intangible assets and land) and Liabilities

(including Committed & General Reserves) may be

examined including the mode and present stage of

disinvestment process.

During the current financial year there is

no disinvestment of shares by the

Central/ State Government(s).

2. Please report whether there are any cases of waiver/ write

off of debts/loans/interest etc., if yes, the reasons there for

and the amount involved.

As informed and also during our audit we

have not observed any case of 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.

No inventory is lying with third parties as

on 31st march 2015 and no assets is

received as gift from government during

2014-15

4. A report on age-wise analysis of pending legal/ arbitration

cases including the reasons of pendency and existence/

effectiveness of a monitoring mechanism for expenditure on

all legal cases(foreign and local)

may be given.

There is no pending legal/arbitration

cases except pending cases concerning

tax cases which are listed in Note 22 of

the financial statements and also referred

to in clause vii(b) of Annexure B of this

report.


FR No. 000236C

Sd/-Amar Nath Gupta



CENTRAL U.P. GAS LIMITEDCENTRAL U.P. GAS LIMITED

ANNEXURE “B” TO THE INDEPENDENT AUDITOR'S REPORT

The annexure referred to in the auditor’s report to the shareholder’s of Central U.P. Gas Limited for the year ended

March 31,2015. We report that:

i) In respect of its fixed assets:

a) The company has generally maintained proper records showing full particulars including quantitative details

and situation of fixed assets.

b) According to the information and explanation given to us, there is a regular programme of verification of

fixed assets by the management, which in our opinion is reasonable having regard to the size of the

company and the nature of its assets. Fixed assets have been physically verified by the management at the

year end and as per the report, no material discrepancies were noticed on such verification.

ii) In respect of its inventory:

a) Inventory comprises gas, stores and spares. According to the information and explanation given to us,

inventory of stores has been physically verified at reasonable intervals by the management. In our opinion,

the frequency of verification of stores and spares is reasonable. According to information and explanation

given to us, the stock of gas in pipeline cannot be physically verified and is estimated on volumetric basis.

b) In our opinion and according to the information and explanation given to us, the procedure of physical

verification of inventory followed by the management are reasonable and adequate in relation to the size of

the company and nature of its business.

c) According to the information and explanation given to us, no material discrepancies have been noticed on

physical verification of inventories.

iii) According to the information and explanations given to us, the Company has not granted any loans to

companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act,

2013, therefore paragraph (iii) of the Order is not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control

procedures commensurate with the size of the company and the nature of its business for the purchase of

inventory, fixed assets and for the sale of goods (and/services). During the course of our Audit, we have not

observed any continuing failure to correct major weaknesses in internal control.

v) According to the information and explanation given to us, the company has not accepted any deposit from the

public during the year.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to the the Rules made by the

Central Government under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie

the prescribed cost records have been made and maintained. We have, however, not made a detailed

examination of these records with a view to determining whether they are accurate or complete.

vii) In respect of statutory dues:

a) According to the records of the company and information and explanations given to us, the Company has

generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state

insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected

at source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise

Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

b) Details of dues of income tax, tax deducted at source and excise duty which have not been deposited as on

31 march, 2015

Name of statute

Nature

Amounts unpaid* ( )`

Period to which the amount relates

Forum where the dispute is pending

Income Tax Act, 1961

Short deduction of tax at source

3,553,050 Assessment Year

2007-2008 and 2008-2009

Commissioner of Income Tax (Appeals)


Disallowance of claims made by the Company


2008-2009 High Court




2010-2011 Commissioner of Income Tax (Appeals)




2011-2012 Commissioner of Income Tax (Appeals)


Short deduction of tax at source

1,878,954 Assessment Year 2009-2010 to 2011-12

Dy. Commissioner of Income Tax (TDS)



1,141,150 Assessment Year 2012-13

Commissioner of Income Tax (Appeals)

Central Excise Act

Excise duty On discounts

3,074,603 Financial year 2008-09 to 2011-12

CESTAT, Delhi

Central Excise Act


2,475,378 April, 2012 to November, 2013

Commissioner of Central Excise (Appeals)

Central Excise Act


1,103,391 Dec, 2013 to August, 2014

Add. Commissioner of Central Excise

Central Excise Act

Excise duty On value of exempted services

82,301,521 Financial year 2009-10 to 2013-14

CESTAT, Delhi

c) There were no amounts which required to be transferred by the Company to the Investor Education and

Protection Fund

viii) The company does not have the accumulated losses at the end of financial year. The company has not incurred any

Cash losses during the financial year covered by our Audit and the immediately preceding financial year.

ix) According to the information and explanations given to us, the Company has not taken any loan from financial

institutions, banks and debenture holders, therefore paragraph (ix) of the Order is not applicable..

x) In our opinion and according to the information and the explanation given to us, the company has not given any

guarantee for loans taken by others from banks or financial institutions during the year.

xi) In our opinion and according to the information and the explanation given to us, the company has not obtained any

term loan during the year, therefore paragraph (xi) of the Order is not applicable.

xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company

and no material fraud on the Company has been noticed or reported during the year.


FR No. 000236C

Sd/-Amar Nath Gupta




BALANCE SHEET AS AT 31 MARCH, 2015

Note

No.

As at

31 March, 2015

As at

31 March, 2014

(` in Lakhs) ( in Lakhs)`

A EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share capital 3 6,000.00

6,000.00

(b) Reserves and surplus 4 8,150.09

6,416.20

14,150.09

12,416.20

2 Non-current liabilities(a) Deferred tax liabilities (net) 5 881.84

697.59

881.84

697.59

3 Current liabilities(a) Trade payables 6 760.28

725.48

(b) Other current liabilities 7 1,351.32

1,131.45

(c) Short-term provisions 8 1,031.47

977.68

3,143.07

2,834.61

TOTAL 18,175.00 15,948.40

B ASSETS

1 Non-current assets(a) Fixed assets 9

(i) Tangible assets 10,236.15

9,067.18 (ii) Intangible assets 52.20

44.58

(b) Capital work-in-progress 2,280.21

2,748.90

12,568.56

11,860.65

(c) Long-term loans and advances 10 265.93

184.22

12,834.49

12,044.87

2 Current assets

(a) Inventories 11 97.09

334.33

(b) Trade receivables 12 634.93

959.43

(c) Cash and bank balances 13 4,444.87

2,502.47

(d) Short-term loans and advances 14 93.17

55.60

(e) Other current assets 15 70.45

51.70

5,340.51

3,903.53

TOTAL 18,175.00

15,948.40

See accompanying notes forming part of the financial statementsIn terms of our report attached

Particulars

For Prasad Gupta J & Co, For and on behalf of the Board of Directors Chartered Accountants Firm Registration No:000236C

Amar Nath GuptaPartner

Membership No:073722

Place: Kanpur

Sd/-

Date: 19th June ,2015

Sd/-Vinay Kumar Shukla Rajiv Sikka

Managing Director Director (Commercial)

Sd/-Deepak Bhasin Radhe Shyam Kothari

Company Secretary Chief Financial Officer

Sd/-

Sd/-




Place: Kanpur

Sd/-






Sd/-

Sd/-

Note

No.

Year ended

31 March, 2015

Year ended

31 March, 2014

( in Lakhs)` ( in Lakhs)`

16 20,588.29

21,531.53

1,906.90

2,011.57

18,681.39

19,519.96

17 424.73

153.01

19,106.12

19,672.97

18 12,362.19

13,375.76

19 -1.11

-1.61

20 427.51

395.80

9 633.96 820.51

8.06 - 21 1,507.29 1,278.86

14,937.90 15,869.33

4,168.22

3,803.64

1,232.07

1,196.30

184.25

100.06

1,416.32

1,296.36

2,751.90

2,507.28

4.59 4.18

1 Revenue from operations (gross)Less: Excise dutyRevenue from operations (net)

2 Other income

3 Total revenue (1+2)

4 Expenses(a) Purchases(b) Change in inventories of finished goods(c) Employee benefits expense

(d) Depreciation and amortisation expense(e) CSR Expenses(f) Other expenses

Total expenses

5 Profit before tax (3 - 4)

6 Tax expense:(a) Current tax for current year(b) Deferred tax

7 Profit for the year (5 - 6 )

8 Earnings per share (of ` 10/- each):

Basic and Diluted

See accompanying notes forming part of the financial statements

In terms of our report attached

Particulars

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2015



CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2015

For Prasad Gupta J & Co, For and on behalf of the Board of Directors Chartered Accountants

Firm Registration No:000236C



Place: Kanpur

Sd/-






Sd/-

Sd/-

CASH FLOW FROM OPERATING ACTIVITIES:Profit before tax 4,168.22 3,803.64

Adjustments for:Depreciation and amortisation expense 633.96 820.51 Loss on sale of assets 0.14 1.81 Provision for employee benefits 0.77 -0.31 Interest income -281.27 -135.94 Operating profit before working capital changes 4,521.82 4,501.15

Adjustments for movement in working capital:(Increase)/decrease in inventories 237.25 -63.58 (Increase)/decrease in trade receivables 324.50 -382.13 (Increase)/decrease in loans and advances -119.27 80.83 (Increase)/decrease in other current assets -4.58 - Increase/(decrease) in trade payables 34.80 1.17 Increase/(decrease) in other current liabilities 179.46 105.65 Cash generated from/(used in) operations 5,173.98 4,243.10 Net income taxes (paid)/refund -1,312.62 -1,113.00 Net cash flow from/(used in) operating activities 3,861.36 3,130.10

CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets (including capital work-in-progress) -1,308.80 -1,232.34

Sale of fixed assets 0.20 0.89 Interest received 267.10 127.22 (Increase)/decrease in bank balances not considered as 45.13 5.26 Cash and cash equivalentsNet cash flow from/(used in) investing activities -996.37 -1,098.97

CASH FLOW FROM FINANCING ACTIVITIESDividend paid -750.00 -750.00 Dividend distribution tax paid -127.46 -127.46 Net cash flow from/(used in) financing activities -877.46 -877.46

Net increase/(decrease) in Cash and cash equivalents 1,987.53 1,153.67 Cash and cash equivalents as at the beginning of the year 2,440.19 1,286.52 Cash and cash equivalents as at end of the period 4,427.72 2,440.19

Reconciliation of Cash and cash equivalents with the Balance Sheet:

Cash and bank balances as per Balance Sheet (refer note 13) 4,444.87 2,502.47 Less: Bank deposits under lien not considered as Cash and cash equivalents 17.15 62.28

Cash and cash equivalents as per Cash Flow Statement 4,427.72 2,440.19

Cash and cash equivalents at the end of the period(a) Cash on hand 29.79 29.81 (b) Balances with banks in current accounts 97.56 63.28 (c) Balance with banks in deposit accounts 4,300.37 2,347.09

4,427.72 2,440.19

See accompanying notes forming part of the financial statements

In terms of our report attached

Year ended

31 March, 2015

Year ended

31 March, 2014

( in Lakhs)` ( in Lakhs)`Particulars


NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note 1 - Background

Note 2 - Significant Accounting Policies

Central U.P. Gas Limited ('The Company') was incorporated on February 25, 2005 under the Companies Act, 1956. The

Company is a joint venture between GAIL India Limited and Bharat Petroleum Corporation Limited. The Company's

business comprises manufacturing of Compressed Natural Gas (CNG) and sale of Piped Natural Gas (PNG) and Compressed

Natural Gas (CNG).

a. Basis of preparation of financial statementsThe financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting

Principles in India (Indian GAAP) to comply with the accounting standards notified under the Companies Act, 2013

as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The

accounting policies adopted in the preparation of the financial statements are consistent with those followed in the

previous year.

b. Use of estimatesThe preparation of the financial statements in conformity with Indian GAAP requires the Management to make

estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent

liabilities) and the reported income and expenses during the year. The Management believes that the estimates used

in preparation of the financial statements are prudent and reasonable. Future results could differ due to these

estimates and the differences between the actual results and the estimates are recognised in the periods in which the

results are known/materialise.

c. Fixed assetsi. Fixed assets are carried at cost less accumulated depreciation/amortisation and impairment losses, if any. The

cost of fixed assets comprises its purchase price net of any trade discounts and rebates, any import duties and

taxes (other than subsequently recoverable from the tax authorities), any directly attributable expenditure on

making the asset ready for its intended use.

ii. Gas distribution systems are commissioned when ready for commencement of supply of gas to consumers. In

the case of commissioned assets where final payment to the contractors is pending, capitalisation is made on an

estimated basis pending receipt of final bills from the contractors and subject to adjustment in cost and

depreciation in the year of final settlement.

iii. Intangible assets like software, licenses and right-of-use of land with other entities which are expected to provide

future enduring economic benefits are capitalized as Intangible Assets.

iv. The carrying amounts of assets/cash generating units are reviewed at each balance sheet date to determine

whether there is any indication of impairment. If any such indication exists, recoverable amount of such assets is

estimated and impairment loss is recognised in the statement of profit and loss whenever the carrying amount of

an asset exceeds its recoverable amount. The recoverable amount is greater of the net selling price and their

value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an

appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier

accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the

Statement of Profit and Loss, except in case of revalued assets.

d. Capital work-in-progress Projects under which assets are not ready for use and other capital work-in-progress are carried at cost, comprising

direct cost and related incidental expenses. Capital work-in-progress also includes items of capital nature lying in stores

and valued at cost.

e. Depreciation i. Depreciation is charged on a pro-rata basis on the straight line method at rates prescribed in Schedule II to the



Companies Act, 2013, except for the following assets where depreciation is charged on pro-rata basis over the

estimated useful life of the assets based on technical advice taking into account the nature of the asset, the

estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated

technological changes, manufacturers warranties and maintenance support, etc.:

Tangible Fixed Assets

- Mother Compressors, Online Compressors and Booster Compressors 10 years

(Forming part of plant and equipment)

- Pipeline (Forming part of plant and equipment) 25 Years

Intangible Assets

- Computer Software & Licences 5 years

ii. Right to use of land is amortised over a period of 90 years.

f. Inventoriesi. Stocks of CNG in cascades, Natural Gas in pipeline and Mak Lubes are valued at lower of cost and net realizable

value. Cost is ascertained on First in First out (FIFO) basis and includes all charges in bringing the goods to the

point of sale, including royalty, VAT/trade tax, transmission charges, other taxes and excise duty paid/payable on

the same.

ii. Stores and spares are valued at cost on weighted average basis. Provision for obsolescence is made where

necessary.

iii. Closing stock of Natural Gas in pipelines and cascades is estimated on a volumetric basis.

g. Revenue recognitioni. Revenue on sale of CNG is recognized on sale of gas to customers from CNG stations.

ii. Revenue on sale of PNG is recognized based on consumption by the customer. i ii. Interest income from deposits is recognised on a time proportion basis.

iv. Interest from customers on account of delayed payment is recognized on accrual basis.

h. Foreign currency transactions i. Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing

on the date of transaction.

ii. Foreign currency monetary items of the Company outstanding at the balance sheet date are restated at exchange

rates applicable as on that date.

iii. Exchange differences arising on settlement/restatement of foreign currency monetary assets and liabilities of the

Company are recognized as income or expense in the Statement of Profit and Loss.

i. Employee benefitsEmployee benefits include provident fund, employees state insurance, gratuity fund and compensated absences.

i. Short term employee benefits The undiscounted amount of short term employee benefits expected to be paid in exchange for the services

rendered by the employee is recognized during the period when the employee renders the services. These

benefits include performance incentives, medical benefits and compensated absences which are expected to

occur within twelve months after the end of the period in which the employee renders the services. ii. Defined contribution plans:

Company's Contribution to Provident fund and Employees State Insurance are considered as defined contribution

plans and are charged as an expense based on the amount of contribution required to be made.

iii. Defined benefit plans: Company's liability towards Gratuity and Life Assurance benefits has been covered by Master Policy of Life

Asset class Depreciation/Amortisation


Insurance Corporation of India under irrevocable trust. The cost of providing benefits is determined by actuarial

as per Projected Unit Credit method. Actuarial gains and losses are recognized in the Statement of Profit and Loss

in the period in which they occur. Past service cost is recognized immediately.

j. Borrowing costsBorrowing costs that are directly attributable to the acquisition or construction of a qualifying asset is capitalized as

part of the cost of that asset. Other borrowing costs are recognized as an expense in period in which these are

incurred.

k. Segment reporting The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal

organisation and management structure. The operating segments are the segments for which separate financial

information is available and for which operating profit / loss amounts are evaluated regularly by the executive

Management in deciding how to allocate resources and in assessing performance.

l. Taxes on incomeCurrent tax is the amount of tax payable on the taxable income for the year as determined in accordance with the

provisions of the Income Tax Act, 1961.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the

accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting

date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised for timing

differences of items other than unabosrbed depreciation and carry forward losses only to the extent that reasonable

certainty exists that sufficient future taxable income will be available against which these can be realised. Deferred

tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and

the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each balance sheet

date for their realisability.

m. Earnings per Share

Basic earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares

outstanding during the year. Diluted earnings per share is computed by dividing the profit after tax as adjusted for

dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the

weighted average number of equity shares considered for deriving basic earnings per share and the weighted average

number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

n. Provisions and contingencies A provision is recognised when the Company has a present obligation as a result of a past events and it is probable

that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be

made. Provisions (excluding employee benefits) are not discounted to their present value and are determined based

on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance

sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.

o. Operating leasesLease arrangements where the risk and reward incidental to ownership of an asset substantially vest with the lessor

are recognized as operating leases. Lease rentals under operating leases are recognised as an expense in the

Statement of Profit and Loss on straight-line basis over the term of the lease.

p. Cash flow statementCash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions

of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from

operating, investing and financing activities of the Company are segregated based on the available information.q. Cash and cash equivalent (for purposes of Cash flow statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalent are short-term balances (with an

original maturity of three months or less from the date of acquisition), highly liquid investments are readily

convertible into known amounts of cash and which are subject to insignificant risk of change in value.



r. Service tax input creditService tax input credit is accounted for in the books in the period in which the underlying service received is

accounted and when there is reasonable certainty in availing / utilising the credits.

s. Operating cycleBased on the nature of products / activities of the Company and the normal time between acquisition of assets

and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months

for the purpose of classification of its assets and liabilities as current and non-current.

Note 3 - Share Capital

ParticularsNumber ( in Lakhs)` Number ( in Lakhs)`

(a) AuthorisedEquity Shares of ` 10/- each with voting rights 6,00,00,000 6,000.00 6,00,00,000 6,000.00

6,00,00,000 6,000.00 6,00,00,000 6,000.00

(b) Issued, Subscribed and fully Paid up

Equity Shares of ` 10/- each with voting rights 6,00,00,000

6,000.00

6,00,00,000

6,000.00

Total 6,00,00,000

6,000.00

6,00,00,000

6,000.00

Refer Notes (i) to (iii) below

Notes:

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the year:

Particulars

Number ( in Lakhs)` Number ( in Lakhs)`

EQUITY SHARES WITH VOTING RIGHTSShares outstanding at the beginning of the year 6,00,00,000 6,000.00

6,00,00,000 6,000.00

Shares Issued during the year -

- -

- Shares outstanding at the end of the year 6,00,00,000

6,000.00

6,00,00,000

6,000.00

(ii) Rights, preferences and restrictions attached to equity shares

(iii) Details of shares held by each shareholder holding more than 5% shares:

No. of Shares

held

% Holding No. of Shares

held

% Holding

Equity SharesIndraprastha Gas Limited 3,00,00,000 50.00% 3,00,00,000 50.00%Bharat Petroleum Corporation Limited 1,49,99,600 25.00% 1,49,99,600 25.00%Gail (India) Limited 1,50,00,000 25.00% 1,50,00,000 25.00%

The Company has issued one class of equity shares having face value of ` 10 each. Each shareholder is entitled to one vote per share.

Dividend proposed by the board of directors is subject to approval of the shareholders in Annual General Meeting. In the event of liquidation,

the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion

to their shareholding.

As at 31 March, 2015 As at 31 March, 2014

As at 31 March, 2015 As at 31 March, 2014

Year ended 31 March ,2015 For the year ended 31 March, 2014

Particulars

Particulars As at

31 March, 2015

As at

31 March, 2014

( in Lakhs)` ( in Lakhs)`(a) General Reserve

Balance at beginning of the year 168.72

106.00

Add: Transfer from Surplus in Statement of Profit and Loss 68.80

62.72

Balance at the end of the year 237.52

168.72

(b) Surplus in Statement of Profit and Loss Balance at beginning of the year 6,247.48

4,680.38

Add: Profit for the year 2,751.90

2,507.28

Less: Proposed dividend 840.00

750.00

Less: Tax on dividend 171.01

127.46

Less: Transfer to General Reserve 68.80

62.72

Less: Transfer to Accumulated Dep. 7.01

-

Balance at the end of the year 7,912.57

6,247.48

Total 8,150.09

6,416.20

Note 5 - Deferred tax liabilities (net)

Particulars As at

31 March, 2015

As at

31 March, 2014

( in Lakhs)` ( in Lakhs)`(a) Deferred tax liability

On difference between book balance and 883.96

699.45 tax balance of fixed assets

(b) Deferred tax assetsProvision for employee benefits 2.12

1.86

Net deferred tax liability 881.84

697.59

Note 6 - Trade payables

Particulars As at

31 March, 2015

As at

31 March, 2014


Trade payables (other than acceptances) 760.28 725.48Total 760.28 725.48


Note 4 - Reserves and surplus



Note 7 - Other current liabilities

As at

31 March, 2015

As at

31 March, 2014


(a) Other payables(i) Statutory dues 58.39

85.79

(ii) Payables on purchase of fixed assets 472.89

432.48

(iii) Trade/security deposits received 820.04

613.17

Total 1,351.32

1,131.45

Note 8 - Short-term provisions

As at

31 March, 2015

As at

31 March, 2014


(a) Provision for employee benefits For compensed absences 6.25

5.48

(b) Provision - Others

(i) Provision for Income Tax (net of advance tax) 14.21

94.74

(ii) Proposed dividend on Equity Shares 840.00

750.00

(iii) Tax on proposed dividend 171.01 127.46

Total 1,031.47 977.68

Particulars

Particulars


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Note 10 - Long-term loans and advances

As at

31 March, 2015

As at

31 March, 2014


Unsecured, considered good

(a) Security deposits 19.04 18.94 (b) Loans and advances to employees 2.48 1.40 (c) Advance income tax(net of provision for tax) 177.75 163.83 (d) Advance for Land 66.66 - (e) Other loans and advances - 0.05

Total 265.93 184.22

Note 11 - Inventories

(At lower of cost and net realisable value)

As at

31 March, 2015

As at

31 March, 2014


(a) Finished goods 11.47 10.36 (b) Stores and spares 85.61 323.98

Total 97.09 334.33

Note 12 - Trade receivables

As at

31 March, 2015

As at

31 March, 2014( in Lakhs)` ( in Lakhs)`

(a) Outstanding for more than six months from due date 13.87 1.03 (b) Others 621.06 958.40

Total 634.93 959.43

Particulars

Particulars

Particulars


Note 13 - Cash and bank balances

As at

31 March, 2015

As at

31 March, 2014

( in Lakhs)` ( in Lakhs)`A. Cash and cash equivalent

(a) Cash on hand 29.79 29.81 (b) Balances with banks

(i) In current accounts 97.56 63.28 (ii) In deposit accounts (Refer Note (i) below) 4,300.37 2,347.09

4,427.72 2,440.19 B. Other bank balances

(iii) In deposit held as security or margin against guarantees

(Refer Note (ii) below)

17.15 62.28

Total 4,444.87 2,502.47

Of the above, the balances that meet the definition of cash and cash equivalents as per AS 3 Cash Flow Statement 4,427.72 2,440.19

Notes:(i)

(ii)

Note 14 - Short-term loans and advances(unsecured, considered good)

As at

31 March, 2015

As at

31 March, 2014


(a) Prepaid expenses 29.02 10.77(b) Balances with government authorities

(i) CENVAT credit receivable 6.40 0.94(ii) VAT credit receivable 0.00 0.09(iii) Service Tax credit receivable 41.30 22.93(iv) PLA 4.89 4.00

(c) Others(i) Advances 0.05 2.75(ii) Net Grautity Assets 11.51 14.12

Total 93.17 55.60

Note 15 - Other current assets

As at

31 March, 2015

As at

31 March, 2014

(` in Lakhs) (` in Lakhs)

(a) Interest accrued on deposits 65.87 51.70(b) Excise duty under protest 1.86 0.00(c) Insurance Claim Receivable 1.29 0.00(d) Interest accrued on Security 1.44 0.00

Total 70.45 51.70

Particulars

Particulars

Particulars

Balance in deposit accounts with bank includes deposits amounting to ` 4300.37 lakhs (previous year `

2347.09 lakhs) and margin money amounting to ` 17.15 lakhs (previous year ` 62.28 lakhs) which have an

original maturity of more than twelve months.

Deposits includes ` 17.15 lakhs (previous year ` 62.28 lakhs) which have been pledged with various

authorities.



Note 16 - Revenue from operations

Year ended

31 March, 2015

Year ended

31 March, 2014


(a) Sale of products (Refer Note below) 20,586.36

21,522.55

(b) Other operating revenue 1.93

8.98

Revenue from operations (Gross) 20,588.29

21,531.53

Less: Excise duty 1,906.90

2,011.57

Total 18,681.39

19,519.96

Note:

Sale of products comprises

Compressed Natural Gas (CNG) 15,162.95 15,961.45 Piped Natural Gas (PNG) 5,415.92 5,556.63 Mak Lubes 7.49 4.47

Total 20,586.36

21,522.55

Note 17 - Other income

ParticularsYear ended

31 March, 2015

Year ended

31 March, 2014( in Lakhs)` ( in Lakhs)`

(a) Interest income (i) Interest from banks on deposits 281.27

135.94

(ii) Interest on employee loans 0.09

0.20

(iii) Interest from customers 43.67

5.44

(b) Other non-operating income 99.70

11.43

Total 424.73

153.01

Particulars

Note 18 - Purchases

Year ended

31 March, 2015

Year ended

31 March, 2014


(a) Natural Gas 12,354.94

13,372.49

(b) Mak Lubes 7.25

3.27

Total 12,362.19 13,375.76

Note 19 - Change in inventories of finished goods

Year ended

31 March, 2015

Year ended

31 March, 2014


(a) Finished goods at the end of the period 11.47 10.36

(b) Finished goods at the beginning of the period 10.36 8.75 Net (increase)/decrease (1.11) (1.61)

Particulars

Particulars


Note 20 - Employee benefits expense

Year ended

31 March, 2015

Year ended

31 March, 2014

( in Lakhs)` ( in Lakhs)`(a) Salaries and wages 265.05

235.08

(b) Contributions to provident and other funds 13.35

14.68

(c) Staff welfare expenses 13.01

15.87

(d) Secondment Expenses 136.10

130.17

Total 427.51

395.80

Particulars

Note 21 - Other expenses

Year ended

31 March, 2015

Year ended

31 March, 2014


(a) Operation and maintenance of CNG Stations 776.77

660.89

(b) Power, fuel and water charges 64.78

46.34

(c) Advertisement and publicity 13.42

7.52

(d) Rent 116.18

84.73

(e) Repair and maintenance(i) Building 1.42

0.59

(ii) Computers 3.58

1.57

(iii) Plant and machinery 196.01

124.39

(iv) Others 9.71

11.13

(f) Vehicle hiring and running expenses 28.58

28.14

(g) Rates and taxes 19.10

23.01

(h) Bank charges 26.66

24.15

(i) Communication expenses 18.81

17.77

(j) Insurance expenses 17.62

12.21

(k) Legal and professional charges 41.66 94.18

(l) Loss on sale of fixed assets 0.14 1.81 (m) Meeting, seminar and training expenses 14.93 9.93 (n) Office Administration Charges 34.35 29.16 (o) Printing and stationery 9.17 12.91 (p) Recruitment expenses 1.75

1.46

(q) Security expenses 44.42

12.66

(r) Director's sitting fee 4.16

4.04 (s) Travelling expenses 31.38

39.42

(t) Interest on Income Tax 0.14

11.44

(u) Public Relation 11.41

10.40

(v) Miscellaneous expenses 21.14

9.02

Total 1,507.29

1,278.86

Note:(i) Legal and Professional Charges includes auditor's ( in Lakhs)` ( in Lakhs)`remuneration Under:Statutory audit fees 4.00 4.00Tax audit fees 0.50 1.00Other Services - 1.00Reimbursement of expenses - 1.13Service Tax on above 0.55 0.88Total 5.05 8.01

Particulars



Note 22 - Contingent liabilities

a. Outstanding Bank Guarantee 1,379.82 Lakhs (Previous Year 1,870.31 Lakhs).

b. In respect of Assessment Year 2008-2009, the Income Tax department has disallowed certain claims made by the

Company and has made tax demand of ` 67.38 Lakhs (Previous year ` 67.38 Lakhs) against which company has

deposited 17.00 Lakhs (Previous Year 17.00 Lakhs) under protest. The Company has filed appeal against the same

which is pending with High Court.

c. In respect of Assessment Year 2010-2011, Income Tax department has disallowed certain claims made by the

Company and has made tax demand of 13.63 Lakhs (Previous year 13.63 Lakhs). The Company has filed appeal

against the same which is pending with Commissioner (Appeals).

d. In respect of Assessment Year 2011-2012, Income Tax department has disallowed certain claims made by the

Company and has made tax demand of 41.63 Lakhs (Previous year 41.63 Lakhs). The Company has filed appeal

against the same which is pending with Commissioner (Appeals).

e. In respect of Assessment Year 2012-2013, Income Tax department has disallowed certain claims made by the

Company and has made tax demand of 11.41 Lakhs (Previous year Nil). The Company has filed appeal against the

same which is pending with Commissioner (Appeals).

f. In respect of Assessment Year 2007-2008 and 2008-2009, the Income Tax department has raised demand of 35.53

Lakhs (Previous year ` 35.53 Lakhs) for short deduction of tax at source. The Company has filed appeal against the

same which is pending with Commissioner (Appeals).

g. In respect of Assessment Year 2009-2010, 2010-11 and 2011-12, the Income Tax department has raised demand of

` 18.79 Lakhs (Previous year ` 18.79 Lakhs) for short deduction of tax at source. The case is pending with Dy.

Commissioner of Income Tax (TDS).

h. During the financial year 2010-11, the Company had received a demand of ` 355.84 Lakhs from Gail India Limited

(GAIL) towards revision in spur line transmission tariff on purchase of natural gas for the period 1 April, 2007 to 20

November, 2008. The Company is disputing the demand made by GAIL, since the amount is not payable as per the

terms of the gas purchase agreement dated 17 December, 2008. Hence no provision has been made in the books of

account for this amount. Further, the Company has paid 82.91 Lakhs towards spur line charges for the period April,

2010 to June, 2010 which were not payable as per the new tariff regulations promulgated by PNG Regulatory Board

(PNGRB). Accordingly, the Company has shown the above said amount as recoverable from GAIL. The total impact of

this demand, if becomes payable, would be 438.75 Lakhs.

i. In respect of Year 2008-09, 2009-10, 2010-11 and 2011-12, the Office of the Commissioner(Appeals), Customs and

Central Excise has confirm a demand of 30.75 Lakhs (Previous year 30.75 Lakhs) for Excise duty on bulk discount

given to retail outlets (BPCL and HPCL) on sales of CNG. The Company has filed appeal against the same which is

pending with Honorable CESTAT, Delhi.

j. In respect of Year April 2012 to Feb 2013 the Office of the Additional Commissioner, Customs and Central Excise has

raised a demand of ` 13.05 Lakhs (Previous year ` 13.05 Lakhs) a demand of ` 11.71 Lakhs (Previous year ` 11.71

Lakhs) in respect of period March 2013 to Nov 2013 for Excise duty on bulk discount given to retail outlets (BPCL

and HPCL) on sales of CNG. The Company has filed appeal against the same which is pending with Commissioner

(Appeals).

k. During the year, the Office of the Additional Commissioner, Customs and Central Excise has raised a demand of

` 11.03 Lakhs (Previous year NIL) in respect of period Dec 2013 to Aug 2014 for Excise duty on bulk discount given

to retail outlets (BPCL and HPCL) on sales of CNG. The Company has filed reply against the same which is pending with

Additional Commissioner.

l. In respect of Year 2009-10, 2010-11, 2011-12, 2012-13 and 2013-14 the Office of the Commissioner, Customs and

Central Excise has confirm a demand of ` 823.02 Lakhs (Previous year ` NIL) for value of exempted services under

Rule 6(3)(i) of Cenvat Credit Rules, 2004. The Company has filed appeal against the same which is pending with

Honorable CESTAT, Delhi.

Note 23 - Capital commitments

Note 24 - Changes in Useful Life of Fixed Assets

Note 25 - Employees benefits

Particulars 31.03.2015 31.03.2014


Particulars 31.03.2015 31.03.2014


Estimated amount of contracts remaining to be executed on capital account and not provided for is ` 1,101.37 Lakhs

(Previous year 1,246.40 Lakhs).

The Company has revised depreciation rate on certain tangible fixed assets as per the useful life specified in Schedule II of

the Companies Act, 2013 with effect from 01 April 2014 resulting in higher depreciation of ` 26.39 lakhs for the year.

Tangible fixed assets having a written down value of 7.01 lakhs as at 01 April 2014, whose useful life had expired on

that date, based on the revised estimated useful life were written-off in books. ` 7.01 lakhs were adjusted against the

opening balance of Profit & Loss Account.

Further, the company has also revised the useful life of certain tangible fixed assets based on technical advice w.e.f 1 April

2014 resulting in lower depreciation of 241.05 lakhs for the year.

Had there not been above changes in useful life of assets , depreciation for the year would have been higher by 214.66

lakhs with corresponding impact on net profit before tax.

Defined contribution plansThe Company offers its employees defined contribution plan in the form of Provident Fund and Family Pension Fund.

Provident Fund and Family Pension Fund cover all regular employees. Contributions are paid during the year into separate

funds under certain statutory / fiduciary-type arrangements. Both the employees and the Company pay predetermined

contributions into the Provident Fund and Pension Fund. The contributions are normally based on a certain proportion of the

employee's salary. The Company recognised 13.20 Lakhs (previous year ` 12.81 Lakhs) for Provident Fund and Family

Pension Fund contributions.

Defined benefit planThe company provides group gratuity cum life assurance benefits through annual contribution to a trust which in turn

contributes to Life Insurance Corporation of India (LIC) for this purpose. Under this plan the settlement obligation remains

with the trust. LIC administers the plan and determines the contribution premium required to be paid by the trust.

Incremental liability is provided based on actuarial valuation as per Projected Unit Credit method.

Disclosure as required under Accounting Standard –15 (Revised) on “Employee Benefits” for Gratuity is as under:i. Change in benefit obligation

Present value of obligations at the beginning of the year 22.83 18.93

Interest cost 1.83 1.51

Current service cost 5.36 6.59

Benefits paid 0.00 (0.77)

Actuarial (gain)/loss on obligations (1.25) (3.43)

Present value of obligations at the end of the year 28.77 22.83

ii. Fair value of plan assets

Fair value of plan assets at the beginning of the year 36.95 19.60

Expected return on plan assets 3.33 2.80

Contribution by the Company 0.00 15.32

Benefits paid 0.00 (0.77)

Actuarial gain / (loss) - -

Fair value of plan assets at the end of the year 40.27 36.95

`



The entire amount is funded with the Life Insurance Corporation of India and the Company does not have detail of

investment pattern.

iii. Actual return on plan assets

Expected return on plan assets 3.33 2.80

Actuarial gain/(loss) on plan assets - -

Actual return on plan assets 3.33 2.80

iv. Net asset/(liability)recognised in the Balance Sheet

Present value of obligations at the end of the year 28.77 22.83

Fair Value of Plan assets at the end of the year 40.27 36.95

Amount recognised in the Balance Sheet – (liability)/ asset 11.51 14.12

v. Expenses recognised in the Statement of Profit and Loss

Current service costs 5.36 6.59

Interest cost 1.83 1.51

Expected return on plan assets (3.33) (2.80)

Actuarial (gain) / loss (1.25) (3.43)

Expenses charged to the Statement of Profit and Loss 2.61 1.87

vi. Balance Sheet reconciliation

Opening Net (Liability)/ asset 14.12 0.67

Expense as above 2.61 1.87

Employers Contribution 0 15.32

Amount recognised in the Balance Sheet - -

(liability)/ asset 11.51 14.12

vii. Experience adjustment

Present value of DBO 28.77 22.83 18.93 8.59

Fair value of plan assets 40.27 36.95 19.59 6.84

(Gain)/loss on liabilities (1.25) (3.43) 5.90 4.91

(Gain)/loss on plan assets - - - -

Other Details

The discount rate is based on the prevailing market yield of Government of India securities as at the balance sheet date for

the estimated term of the obligation.

The estimates of future salary increase considered in actuarial valuation, take account of inflation, seniority, promotion and

other relevant factors. The above information is certified by the actuary.

Actuarial assumptions for long term compensated absenses

Discount rate 8% 8%

Salary escalation 10% 10%

Particulars 31.03.2015 31.03.2014


Particulars 31.03.2015 31.03.2014


Particulars 31.03.2015 31.03.2014


Particulars 31.03.2015 31.03.2014


Particulars 31.03.2015 31.03.2014 31.03.2013 31.03.2012

(` in Lakhs) (` in Lakhs) (` in Lakhs) (` in Lakhs)

Particulars 31.03.2015 31.03.2014

Note 26 - Segment reporting

Note 27 - Related party transactions

S.No. Nature of transactions 31.03.2015 31.03.2014


The Company is principally engaged in single business segment viz. Natural Gas and operates in one geographical segment

as per Accounting Standard – 17 on 'Segment Reporting'. The Company is also engaged in trading of Mak Lubes which

constitutes a segment considering the risk and returns of the activity. However, considering the threshold stipulated in AS-

17, this has not been considered as reportable segment.

a. List of related parties

Company having significant influence

Indraprastha Gas Limited

Promoter Venturer

§ GAIL (India) Limited

§ Bharat Petroleum Corporation Limited

Key Management Personnel (KMP)

§ Mr. V S Baid - Managing Director

§ Mr. Rajiv Sikka - Director Commercial

b. Transactions/ balances outstanding with related parties:

1. GAIL (India) Limited

Secondment charges 47.03 46.70

Purchase of Natural Gas 9,128.73 7,724.68

Expenses recoverable 3.18 4.81

Interest Income 0.61 0.99

Dividend Paid 187.50 187.50

Balance receivable/(payable) (299.22) (171.85)

2. Bharat Petroleum Corporation Limited

Secondment charges 84.59 76.48

Sale of CNG (Including Excise Duty & VAT) 3,929.21 3,959.16

Purchase of Mak Lubes (Including VAT) 7.25 3.27

Purchase of RLNG 2,963.17 3,753.02

Sitting Fees 1.10 1.50

Dividend Paid 187.50 187.50

Balance receivable/(payable) 169.46 462.67

3 Indraprastha Gas Limited

Sitting Fees 2.6 1.7

Dividend Paid 375 105

Key Managerial Personnel-Remuneration

Mr. P L Ahuja - 18.88

Mr. A.K.Dutta - * 36.72

Mr. V S Baid 47.03 27.82

Mr. Rajiv Sikka 42.12* 7.74

* Excluding Bonus paid for F.Y. 2013-14.



Note 28 - Earnings per Share

Particulars Year ended Year ended

31.03.2015 31.03.2014

Note 29 - Operating lease arrangements

Note 30 - Impairment of assets

Note 31 – Amount remitted in foreign currency on account of dividend

Particulars Year ended Year ended

31.03.2015 31.03.2014

Note 32 - Expenditure on Corporate Social Responsibility Activities

Note 33

Net Profit attributable to Shareholders (` in Lakhs) 2,751.90 2,507.28

Weighted average number of equity shares (Nos. in Lakhs) 600.00 600.00

Nominal Value per share (in ) 10.00 10.00

Basic/diluted earnings per Share of 10 each 4.59 4.18

The Company does not have any outstanding dilutive potential equity shares. Consequently the basic and diluted earnings

per share of the company remain the same.

` `

Amount of dividend remitted in foreign currency (` in Lakhs) - 36.00

Total number of non-resident shareholders - 1

Total number of shares held by them ( No. in Lakhs) - 40.00

Year to which the dividend relates - 2012-13

`

`

The Company has taken certain properties under operating lease agreements. The total lease rentals recognized as

expense during the year under the above lease agreements aggregates 116.18 Lakhs (Previous year 84.73 Lakhs).

The management has carried out a review of the carrying value of assets as at 31 March 2015 in accordance with the

provisions of Accounting Standard – 28, Impairment of Assets. Based on the review, the management is of the opinion that

there are no impairment indicators that necessitate any adjustments to the carrying value of assets.

During the year 2014-15, the company was required to spend a gross amount of 67.30 lakhs for CSR activity specified

under the provision of Companies Act 2013. Against the same, the company has spent 8.06 lakhs on CSR expenditure

during the year in cash for purposes other than construction/acquision of any assets.

Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's

classification / disclosure.


Amar Nath GuptaPartnerMembership No:073722

Place: Kanpur

Sd/-






Sd/-

Sd/-

57 TH10 Annual Report 2014-15


[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 Address: ……………………………………………………………………………………………………………………………..............................

E-mail Id: …………………………………………………………………………………………………………………….................................................

Folio No.:……………………………………………………………………… DP ID:.…………………………………………………………………………………........

I/We, being the member (s) of _______________________________________shares of the above mentioned company, hereby appoint

1.Name:________________________________________EmailId:_________________________________________ Address:________________________________________Signature:_______________________________________

Or failing him/her

2.Name:________________________________________EmailId:_________________________________________

Address:________________________________________Signature:_______________________________________

Or failing him/her

3.Name:_________________________________________EmailId:________________________________________

Address:_________________________________________Signature:______________________________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 10th Annual general meeting of the Company, to be held on the 28th day of September, 2015 at 4:00 p.m. at Landmark Hotel, Landmark Towers 10, The Mall Kanpur: 208001 (U.P.) and at any adjournment thereof in respect of such resolutions as are indicated below:

1. To receive, consider and adopt the financial statements of the Company for the year ended March, 2015.

2. To declare final dividend on equity shares.3. To appoint a Director in place of Shri I S Rao, who retires by rotation and being eligible, offers

himself for re-appointment.4. Fixation of remuneration of Statutory Auditors.5. Ratification of the remuneration payable to Cost Auditors of the company for the financial year

ending 31st March,2016.6. Appointment of Shri V. Nagarajan as Director of the Company, liable to retire by rotation.7. Appointment of Shri Manjeet Singh as Director of the Company, liable to retire by rotation.8. Appointment of Shri Venkatraman Srinivasan as an Independent Director of the Company, not liable

to retire by rotation.9. Appointment of Shri Narendra Singh as an Independent Director of the Company, not liable to retire

by rotation.10. Appointment of Shri V K Shukla as Director of the Company and also as Managing Director.

Signed this…………………………….. Day of ………………………………………, 2015

Signature of Shareholder(s)

Signature of Proxy Holder(s)

Note: This form of proxy in order be effective should be duly completed, signed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Resolution ResolutionsNo.

(A Joint Venture of GAIL (India) Limited & BPCL)Registered Office: 7th Floor, UPSIDC Complex, A 1/4 Lakhanpur, Kanpur - 208024, Uttar Pradesh

CIN: U40200UP2005PLC029538, Website: www.cugl.co.inEmail: [email protected], Tel No.: 0512-2585001, Fax No.: 0512- 2582453

PROXY FORM- MGT-11

Affix Revenue

Stamp ` 1.00

Plantation activity at Makadikhera CNG station

Swachh Bharat Abhiyaan Organised at CNG Station

Inauguration of CNG Daughter Booster Station at Akbarpur Kanpur Dehat

Member(s) or his/her/their proxy (ies) is requested to present this form for admission, duly signed accordance with

his/her/their specimen signature(s) registered with the Company.

Name: ___________________________________Client ID______________________No. of Shares_____________

Folio No._______________________________________________DPID No._________________________________

I hereby record my presence at the 10th ANNUAL GENERAL MEETING of Central U.P Gas Limited to be held on Monday, the

September 28, 2015, at 4:00 p.m. at Landmark Hotel, Landmark Towers 10, The Mall Kanpur: 208001 (U.P.) or any

adjournment thereof.

Please in the box.

Member Proxy

____________________________ ________________ ________________

Name of the Proxy in Block Letters Member's Signature Proxy's Signature

ATTENDANCE FORM







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