MIRA INFORM REPORT

Report Date :

08.08.2013

IDENTIFICATION DETAILS

Name :	GUJARAT GAS COMPANY LIMITED
Registered Office :	2, Shantisadan Society, Near Parimal Garden, Ellisbridge, Ahmedabad - 380006, Gujarat
Country :	India
Financials (as on) :	31.12.2012
Date of Incorporation :	17.01.1980
Com. Reg. No.:	04-003623
Capital Investment / Paid-up Capital :	Rs. 256.500 Millions
CIN No.: [Company Identification No.]	L23203GJ1980PLC003623
TAN No.: [Tax Deduction & Collection Account No.]	AHMG00395D
PAN No.: [Permanent Account No.]	AAACG5600M
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in the business of Natural Gas which involves Distribution of Gas.
No. of Employees :	575 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (63)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 37676000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Gujarat Gas Company is India’s largest Private sector natural gas distribution company in the terms of sales volumes, with operations in Gujarat. It is an established company having fine track record. The company has seen a better growth in its sales turnover as well as net profitability during 2012. There are no external borrowings recorded by the company. Fundamentally the company appears to be strong and healthy. Financial position is sound. The ratings also take into consideration the exit of BG from Gujarat Gas which would erode the management quality premium over the longer term, particularly given the fact that Gujarat State Petroleum Corporation is a state controlled entity. However, trade relations are fair. Business is active. Payment terms are reported as regular and as per commitments. The company can be considered good for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INDIAN ECONOMIC OVERVIEW

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Short term ratings : A1+
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	April 25, 2013

Rating Agency Name	CRISIL
Rating	Non convertible debentures : AAA
Rating Explanation	Highest degree of safety and lowest credit risk.
Date	April 25, 2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED

MANAGEMENT NON-COOPERATIVE [91-79-26462980]

LOCATIONS

Registered / Corporate Office :	2, Shantisadan Society, Near Parimal Garden, Ellisdridge, Ahmedabad - 380006, Gujarat, India
Tel. No.:	91-79-26462980/ 26467876/ 26460095
Fax No.:	91-79-26466249
E-Mail :	rajeshwari.sharma@gujaratgas.com
Website :	http://www.gujaratgas.com
Branch Offices :	Located at: Ankleshwar Surat Bharuch CNG Office (Surat)

DIRECTORS

AS ON 31.12.2012

Name :	Dr. Varesh Sinha, IAS
Designation :	Chairman (w.e.f. 12 June 2013)
Experience :	More than 35 years
Directorships :	· Gujarat State Fertilizers and Chemicals Limited Gujarat Narmada Valley Fertilizers and Chemicals Limited Gujarat State Petroleum Corporation Limited Gujarat Alkalies and Chemicals Limited Sardar Sarovar Narmada Nigam Limited
Name :	Dr. Hasmukh Adhia, IAS
Designation :	Director (w.e.f. 12 June 2013)
Directorships :	· Gujarat State Investment Limited Gujarat State Financial Services Limited Gujarat State Financial Services (CAPS) Limited Gujarat Alkalies and Chemicals Limited Gujarat State Fertilizers and Chemicals Limited Gujarat Narmada Valley Fertilizers and Chemicals Limited Gujarat State Petroleum Corporation Limited Sardar Sarovar Narmada Nigam Limited Gujarat International Finance Tech City Limited (GIFTCL) Gujarat State Petronet Limited Goods and Service Tax Network
Name :	Mr. D.J. Pandian, IAS
Designation :	Director (w.e.f. 12 June 2013)
Directorships :	· Gujarat Urja Vikas Nigam Limited Gujarat State Electricity Corporation Limited Gujarat Energy Transmission Corporation Limited GSPC Pipavav Power Company Limited Gujarat Industries Power Company Limited GSPC Gas Company Limited GSPC LNG Limited Gujarat Power Corporation Limited Gujarat Narmada Valley Fertilizers Company Limited Gujarat State Fertilizers and Chemicals Limited Gujarat State Petronet Limited Mahaguj Collieries Limited Gujarat State Petroleum Corporation Limited Gujarat Alkalies and Chemicals Limited Torrent Power Limited
Name :	Mr. Tapan Ray, IAS
Designation :	Director (w.e.f. 12 June 2013)
Experience :	More than 31 years
Directorships :	· Gujarat State Petroleum Corporation Limited Gujarat State Petronet Limited GSPC Gas Company Limited Sabarmati Gas Limited GSPC LNG Limited Guj Info Petro Limited Gujarat State Energy Generation Limited GSPC Pipavav Power Company Limited ONGC Petro-additions Limited Petronet LNG Limited GSPL India Gasnet Limited GSPL India Transco Limited GSPC Distribution Networks Limited
Name :	Mr. Sugata Sircar
Designation :	Director
Qualification :	Chartered Accountant
Experience :	24 Years
Directorships :	· Gujarat Gas Financial Services Limited Gujarat Gas Trading Company Limited
Name :	Prof. Pradip Khandwalla
Designation :	Director
Name :	Mr. Jal Patel
Designation :	Director
Experience :	More than 48 years
Directorships :	· ABC Bearings Limited Shri Dinesh Mills Limited Styrolution ABS (India) Limited Jewel Consumer Care Private Limited Munjal Auto Industries Limited Eimco Elecon India Limited Elecon Engg. Company Limited
Name :	Mr. Ajit Kapadia
Designation :	Director
Directorships :	· Rubamin Limited Quanta Process Solutions Private Limited Quanta Modular Plant Private Limited Entegra Limited Enertech Biofuels Limited Asian Oilfield Services Limited Green Krupa Power Private Limited Green Mountain Hydro Power Private Limited Hurla Valley Power Private Limited

KEY EXECUTIVES

Name :	Ms. Rajeshwari Sharma
Designation :	Company Secretary
Group Heads :	· Mr. Arun Ramakrishnan, Head - Strategy and Regulations Mr. Chirag Brahmbhatt, Director - HR and Administration Mr. Himanshu K. Upadhyay, Director - Policy and Corporate Affairs Mr. Nitesh Bhandari - Financial Controller Mr. Nitin Patil, Director - Technical and HSSE

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.06.2013

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
(2) Foreign
Bodies Corporate	94519080	73.70
Sub Total	94519080	73.70
Total shareholding of Promoter and Promoter Group (A)	94519080	73.70
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	1518701	1.18
Financial Institutions / Banks	151305	0.12
Insurance Companies	1419424	1.11
Foreign Institutional Investors	19186651	14.96
Sub Total	22276081	17.37
(2) Non-Institutions
Bodies Corporate	1580833	1.23
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	8910612	6.95
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	487722	0.38
Any Others (Specify)	475672	0.37
Trusts	6640	0.01
Non Resident Indians	235923	0.18
Foreign Mutual Fund	13000	0.01
Hindu Undivided Families	171122	0.13
Clearing Members	44987	0.04
Overseas Corporate Bodies	4000	0.00
Sub Total	11454839	8.93
Total Public shareholding (B)	33730920	26.30
Total (A)+(B)	128250000	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	128250000	100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl. No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a %
1	GSPC Distribution Netwroks Limited	9,45,19,080	73.70
	Total	9,45,19,080	73.70

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as %
1	Aberdeen Global Indian Equity Mauritius Limited	12256000	9.56
2	Aberdeen Global - Asian Smallear Companies Fund	3040643	2.37
	Total	15296643	11.93

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as %
1	Aberdeen Global Indian Equity Mauritius Limited	12256000	9.56
	Total	12256000	9.56

BUSINESS DETAILS

Line of Business :

Subject is engaged in the business of Natural Gas which involves Distribution of Gas.

GENERAL INFORMATION

No. of Employees :	575 (Approximately)
Bankers :	· HDFC Bank Limited ICICI Bank Limited State Bank of India Kotak Mahindra Bank Limited

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	Building 8, 7th and 8th Floor, Tower B, DLF Cyber City Gurgaon - 122022, Haryana, India
Holding Company :	BG Asia Pacific Holdings Pte. Limited
Joint Venture :	Petroleum Infrastructure Limited
Under Common Control :	· BG International Limited Mahanagar Gas Limited BG India Energy Solutions Private Limited BG Exploration and Production India Limited
Enterprise Controlled by the Company :	· Gujarat Gas Company Limited Employee Stock Option Welfare Trust Gujarat Gas Company Limited Employee Gratuity Trust Fund
Subsidiaries :	· Gujarat Gas Financial Services Limited Gujarat Gas Trading Company Limited

CAPITAL STRUCTURE

AS ON 31.12.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
140,000,000	Equity Shares	Rs. 2/- each	Rs. 280.000 Millions
17,000,000	7.5% Redeemable Preference Shares	Rs. 10/- each	Rs. 170.000 Millions
	Total		Rs. 450.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
128,250,000	Equity Shares	Rs. 2/- each	Rs. 256.500 Millions

Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares. Each equity shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors, is subject to shareholders' approval in the ensuing Annual General Meeting. In the event of liquidation of the Company, the equity shareholders are entitled to receive the residual assets of the Company in proportion to their shareholding.

Reconciliation of movement in number of Equity Shares

	31.12.2012	31.12.2011
Shares outstanding at the beginning of the year	128,250,000	128,250,000
Shares issued during the year	--	--
Shares bought back during the year	--	--
Shares outstanding at the end of the year	128,250,000	128,250,000
Paid up Share Capital (Rs. in million)	256.50	256.50

Shareholder holding more than 5% Equity Shares

Name of the Shareholders	No. of shares held	% of shareholding
BG Asia Pacific Holdings Pte. Limited	83,518,750	65.12
Aberdeen Global Indian Equity Fund Mauritius Limited	12,256,000	9.56

BG Asia Pacific Holdings Pte. Limited (BGAPH) is the holding company of Gujarat Gas Company Limited, the ultimate holding company being BG Group Plc.

Shareholder holding more than 5% preference shares

The preference shares were fully held by holding company BG Asia Pacific Holdings Pte. Limited. These preference shares were redeemed on 30 March 2012.

Reconciliation of movement in number of Preference Shares

	31.12.2012	31.12.2011
Shares outstanding at the beginning of the year	14,400,000	14,400,000
Shares issued during the year	--	--
Shares redeemed during the year	14,400,000	14,400,000
Shares outstanding at the end of the year	--	--
Paid up Share Capital (Rs. in million)	--	--

The Company had issued bonus equity shares in the ratio of 1:1 in 2009, resulting in an increase in the issued equity share capital from 64,125,000 shares of face value Rs 2 each to 128,250,000 shares of face value Rs 2 each. The Company has not bought back any equity shares during the past 5 years. The Company has not allotted any shares as fully paid pursuant to contracts without payment being received in cash, during the past 5 years.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.12.2012	31.12.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	256.500	400.500
(b) Reserves & Surplus	9162.540	7394.710
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	9419.040	7795.210
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	932.520	800.520
(c) Other long term liabilities	2689.040	2543.160
(d) long-term provisions	0.000	48.140
Total Non-current Liabilities (3)	3621.560	3391.820
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000
(b) Trade payables	1016.380	1216.720
(c) Other current liabilities	1373.870	1203.380
(d) Short-term provisions	82.470	1877.110
Total Current Liabilities (4)	2472.720	4297.210
TOTAL	15513.320	15484.240
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	7509.910	6519.530
(ii) Intangible Assets	459.000	145.140
(iii) Capital work-in-progress	1050.140	964.400
(iv) Intangible assets under development	13.600	210.710
(b) Non-current Investments	25.270	25.270
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	204.090	374.490
(e) Other Non-current assets	10.160	10.910
Total Non-Current Assets	9272.170	8250.450
(2) Current assets
(a) Current investments	3706.390	4877.870
(b) Inventories	243.330	157.510
(c) Trade receivables	1834.490	1647.060
(d) Cash and cash equivalents	300.230	92.640
(e) Short-term loans and advances	40.550	179.780
(f) Other current assets	116.160	278.930
Total Current Assets	6241.150	7233.790
TOTAL	15513.320	15484.240

SOURCES OF FUNDS		31.12.2010
SHAREHOLDERS FUNDS
1] Share Capital		400.500
2] Share Application Money		0.000
3] Reserves & Surplus		7911.610
4] (Accumulated Losses)		0.000
5] Stock Options Outstanding Account		37.960
NETWORTH		8350.070
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		718.520
DEPOSITS		2073.500
TOTAL		11142.090
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		6339.890
Capital work-in-progress		780.230
Capital Inventory		517.680
INVESTMENT		5348.740
AMOUNT RECOVERABLE FROM ESOP TRUST		343.020
DEFERRED TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	105.910
	Sundry Debtors	1411.170
	Cash & Bank Balances	48.590
	Lease Receivables	72.970
	Loans & Advances	156.890
Total Current Assets		1795.530
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1489.410
	Other Current Liabilities	587.260
	Provisions	1906.330
Total Current Liabilities		3983.000
Net Current Assets		(2187.470)
MISCELLANEOUS EXPENSES		0.000
TOTAL		11142.090

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2012	31.12.2011	31.12.2010
	SALES
		Revenue from Operations (Net)	30921.310	24159.440	18460.340
		Other Income	654.300	544.990	216.600
		TOTAL (A)	31575.610	24704.430	18676.940
Less	EXPENSES
		Material Consumed/ Processed	24837.480	18396.780	12866.440
		Employee Benefits Expense	635.210	603.630	495.230
		Other Expenses	1399.380	1207.390	968.010
		Deferred Revenue Expenditure Written off	0.000	0.000	0.890
		TOTAL (B)	26872.070	20207.800	14330.570
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		4703.540	4496.630	4346.370
Less	FINANCIAL EXPENSES (D)		1.580	1.490	4.620
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		4701.960	4495.140	4341.750
Less/ Add	DEPRECIATION/ AMORTISATION (F)		653.620	593.330	530.660
	PROFIT BEFORE TAX (E-F) (G)		4048.340	3901.810	3811.090
Less	TAX (H)		1181.850	1163.000	1223.800
	PROFIT AFTER TAX (G-H) (I)		2866.490	2738.810	2587.290
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		5015.370	5842.330	5315.260
Less	APPROPRIATIONS
		Proposed Dividend
		- Preference Shares	2.650	10.800	10.800
		- Equity Shares	0.000	1539.000	1539.000
		Corporate Dividend Tax on Proposed Dividend	0.430	251.420	251.420
		Interim Dividend	897.750	1282.500	0.000
		Corporate Dividend Tax on Interim Dividend	145.640	208.050	0.000
		Transfer to General Reserve	287.000	274.000	259.000
	BALANCE CARRIED TO THE B/S		6548.390	5015.370	5842.330
	IMPORTS
		Capital Goods	0.000	5.750	28.340
		Spares Parts	7.090	2.290	21.690
	TOTAL IMPORTS		7.090	8.040	50.030
	Earnings Per Share (Rs.)		22.33	21.26	20.08

QUARTERLY RESULTS

PARTICULARS	31.03.2013	30.06.2013
Type	1^st Quarter	2^nd Quarter
Sales Turnover	7673.900	7511.000
Total Expenditure	6954.700	5951.900
PBIDT (Excl OI)	719.200	1559.100
Other Income	253.600	125.400
Operating Profit	972.800	1684.500
Interest	0.400	0.500
Exceptional Items	0.000	0.000
PBDT	972.400	1684.000
Depreciation	185.900	188.000
Profit Before Tax	786.500	1496.000
Tax	196.000	484.800
Provisions and Contingencies	0.000	0.000
Reported PAT	590.500	1011.300
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	590.500	1011.300

KEY RATIOS

PARTICULARS		31.12.2012	31.12.2011	31.12.2010
PAT / Total Income	(%)	9.08	11.09	13.85
Net Profit Margin (PBT/Sales)	(%)	13.09	16.15	20.64
Return on Total Assets (PBT/Total Assets}	(%)	28.07	27.32	40.40
Return on Investment (ROI) (PBT/Networth)		0.43	0.50	0.46
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		2.52	1.68	0.45

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBT: NOT AVAILABLE

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	No
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

LITIGATION DETAILS

HIGH COURT OF GUJARAT

SPECIAL CIVIL APPLICATION No. 5159 of 2010

Status: PENDING ( Converted from : ST/5081/2010 ) CCIN No: 001073201300088

Last Listing Date: 18/02/2011

Coram: - Not Before : HONOURABLE MR.JUSTICE SHARAD D.DAVE

HONOURABLE MS.JUSTICE HARSHA DEVANI

HONOURABLE MR.JUSTICE H.B.ANTANI

S.NO.

Name of the Petitioner

Advocate On Record

1
2

B G EXPLORATION AND PRODUCTION INDIA LIMITED
ALLEN ANDRADE, INDIAN INHABITANT, GENERAL MANAGER FINANCE,

MR SUDHIR M MEHTA for: Petitioner(s) 1 - 2
MS SHAILEE S MEHTA for: Petitioner(s) 1 - 2

S.NO.

Name of the Respondant

Advocate On Record

1

2

3

4

5

6

7
8

9

STATE OF GUJARAT THROUGH SECRETARY

COMMISSIONER OF COMMERCIAL TAX

DEPUTY COMMISSIONER OF COMMERCIAL TAX

GAIL INDIA LIMITED

RELIANCE INDUSTRIES LIMITED

INDIAN PETROCHEMICALS CORPORATION LIMITED
GUJARAT GAS COMPANY LIMITED
GUJARAT STATE PETROLEUM CORPORATION LIMITED
UNION OF INDIA, NOTICE THROUGHTHE SECRETARY GOVT. OF INDIA

GOVERNMENT PLEADER for :Respondent(s) 1
RULE SERVED BY DS for :Respondent(s) 1 - 9
NOTICE SERVED BY DS for :Respondent(s) 1 , 3 - 8
MR SAURABH G AMIN for :Respondent(s) 2
MR SANJAY A MEHTA for :Respondent(s) 4
MS ANUJA S NANAVATI for :Respondent(s) 7
MR ASPI M KAPADIA for :Respondent(s) 8
MR PS CHAMPANERI for :Respondent(s) 9

MR SIRAJ R GORI for :Respondent(s) 9

Presented On : 23/04/2010 Registered On : 23/04/2010

Bench Category : DIVISION BENCH District : AHMEDABAD

Case Originated From: THROUGH ADVOCATE Listed : 12 times

Stage Name : FOR FINAL HEARING - SPL.C.A.

Office Details

S. No

Filing Date

Document Name

Advocate Name

Court Fee on Document

Document Details

1

23/04/2010

VAKALATNAMA

MR SUDHIR M MEHTA ADVOCATE
for PETITIONER(s) 2

5

-

2

23/04/2010

MEMO OF APPEAL/PETITION/SUIT

MR SUDHIR M MEHTA ADVOCATE
for PETITIONER(s) 2

200

-

3

29/04/2010

APPEARANCE NOTE

MR SIRAJ R GORI ADVOCATE
for RESPONDENT(s) 9

-

-

4

14/06/2010

VAKALATNAMA

MS ANUJA S NANAVATI ADVOCATE
for RESPONDENT(s) 7

5

-

5

16/06/2010

VAKALATNAMA

MR ASPI M KAPADIA ADVOCATE
for RESPONDENT(s) 8

5

-

6

18/06/2010

AFFIDAVIT

MR SUDHIR M MEHTA ADVOCATE
for PETITIONER(s) 2 , 2

0

-

7

25/06/2010

VAKALATNAMA

MR SANJAY A MEHTA ADVOCATE
for RESPONDENT(s) 4

5

-

8

29/07/2010

AFFIDAVIT

MR ASPI M KAPADIA ADVOCATE
for RESPONDENT(s) 8 , 8

0

-

9

13/01/2011

AFFIDAVIT

MR SUDHIR M MEHTA ADVOCATE
for PETITIONER(s) 2 , 2

0

-

10

20/07/2011

APPEARANCE NOTE

MR SAURABH G AMIN ADVOCATE
for RESPONDENT(s) 2

-

-

Linked Matters

S. No.	Case Detail	Status Name	Disposal Date	Action/Coram
1	CIVIL APPLICATION/4866/2011	DISPOSED	13/10/2011	CA DISPOSED OF · HONOURABLE MR.JUSTICE AKIL KURESHI · HONOURABLE MS JUSTICE SONIA GOKANI
2	SPECIAL CIVIL APPLICATION/4022/2009	PENDING	-	· HONOURABLE MS.JUSTICE HARSHA DEVANI · HONOURABLE MR.JUSTICE H.B.ANTANI

Available Orders

S. No.	Case Details	Judge Name	Order Date	CAV	Judgement	View	Download
1	SPECIAL CIVIL APPLICATION/5159/2010	· HONOURABLE MR.JUSTICE D.A.MEHTA · HONOURABLE MS.JUSTICE HARSHA DEVANI	27/04/2010	N	N	View	Download
2	SPECIAL CIVIL APPLICATION/5159/2010	· HONOURABLE MS.JUSTICE HARSHA DEVANI · HONOURABLE MR.JUSTICE H.B.ANTANI	01/12/2010	N	N	View	Download
3	SPECIAL CIVIL APPLICATION/5159/2010	· HONOURABLE MS.JUSTICE HARSHA DEVANI · HONOURABLE MR.JUSTICE H.B.ANTANI	24/12/2010	N	N	View	Download
4	SPECIAL CIVIL APPLICATION/5159/2010	· HONOURABLE MR.JUSTICE D.A.MEHTA · HONOURABLE MS.JUSTICE HARSHA DEVANI	08/10/2010	N	N	View	Download

Stake Holders

STATE OF GUJARAT

GENERAL INFORMATION

Subject is primarily engaged in Natural Gas Business in Gujarat. Natural gas business involves distribution of gas from sources of supply to centers of demand and to the end customers. The Company is listed on the Ahmedabad Stock Exchange, Bombay Stock Exchange, National Stock Exchange and Vadodara Stock Exchange.

MANAGEMENT ANALYSIS

INDUSTRY OUTLOOK AND DEVELOPMENTS

India has been among the fastest growing economies of the world. Though industrial and economic growth have slowed in the last year, the long term future outlook remains robust, with a targeted GDP growth rate of about 6.5%-7.0%. India's energy demand is expected to grow concurrently.

Natural gas is fast gaining its place in India's large and rapidly growing energy market. Due to its inherent environment friendly nature, ease of handling and greater efficiency, natural gas is proving its utility both as fuel and feedstock. It has helped to attract investments and catalyse new demand and supply. This sector has witnessed significant developments over the years. These include a progressive movement towards market based pricing, discoveries from the early NELP rounds, formation of Petroleum and Natural Gas Regulatory Board (PNGRB), significant new infrastructure in the form of trunk pipelines, commissioning of LNG terminals and city gas networks.

The PNGRB, which has been mandated with regulating the CGD sector, has an objective to promote the growth of the sector. It has outlined its vision of expanding the CGD network to over 300 cities in India. It is expected that the PNGRB will initiate competitive bidding for several cities depending on the availability of gas infrastructure and supply.

The country was self-sufficient in natural gas until 2004, when it began to import liquefied natural gas (LNG). As it has not been able to create sufficient natural gas infrastructure on a national level to meet domestic demand, India increasingly relies on imported LNG. Imported LNG currently contributes c. 30% of the total consumption of natural gas in India.

It is expected that the natural gas demand over the medium to long term will have to be met with imported LNG. Indian companies use both long-term supply contracts and spot LNG contracts for import of LNG. Several players have attempted to secure new longer-term deals with suppliers for supplies commencing from 2017-18 onwards. Till then the market will have to rely on spot and short term Regassified LNG supplies. In recent years, several players have invested in increasing the country's LNG regasification capacity to meet the rising demand. New regasification capacities are being planned both in the west and east coasts of India.

The decline in production in India's KG D6 gas field resulted in even higher dependence on LNG imports. As seen from the figure above, LNG prices tend to be significantly higher than natural gas prices in US and Europe, mainly due to the Asian demand situation. Spot LNG prices in India continue to be benchmarked to Asian LNG prices.

An appropriate mix of indigenous supplies and RLNG will remain critical to remain competitive vis-à-vis alternate fuels. The Company continues to balance its supply mix and focus on high value segments to maintain its growth.

OPERATIONS AND MARKET PERFORMANCE

The Company received the authorisation from PNGRB for the geographic areas of Surat and Bharuch, its current areas of operation.

The Company met the challenges of gas sourcing through the year by successfully procuring RLNG at competitive prices through medium term and short term contracts with various suppliers to ensure uninterrupted gas supplies to customers, and will continue to make concerted efforts to secure such supplies so as to maintain an efficient balance of medium and short term RLNG in its gas sourcing portfolio. This will ensure supply security for the Company's customers and generate flexibility in managing the variations in gas requirements of their various market segments.

Over 34,000 new household customers were connected on natural gas during the year, taking the total number of domestic customers of the Company to over 366,000. More than 192,000 vehicles now ply in the Company's operating areas on CNG. The Company has c. 375,000 customers, including industrial and commercial units. Sales volumes grew by 6.2% in the residential segment and 5.8% in the CNG segment.

FUTURE OUTLOOK

Demand for natural gas is expected to grow as has been outlined above. It will be critical for the Company to grow in high value industrial markets and expand its network and CNG station infrastructure in order to meet the growth in demand. The Company plans to continue extending its network to areas contiguous to its current operations. Opportunities for expansion to new geographical areas will continue to be assessed. Growth in new areas will be through the bidding process set out by the PNGRB.

The Company will endeavour to grow value by identifying and accessing high value market segments.

The Company will continue to invest in human resources and in systems and processes which strengthen the integrity and safety of the Company's assets. This will be the bedrock for the sustenance and growth of the Company's business.

SUBSIDIARIES

GUJARAT GAS TRADING COMPANY LIMITED (GTCL)

Gujarat Gas Trading Company Limited (GTCL), a wholly-owned subsidiary of the Company is engaged in the business of selling natural gas. During the year, GTCL achieved sales of Rs. 1153.660 millions as against Rs. 1326.650 millions during the previous year. Total income for the year was Rs. 1163.570 million including other income of Rs. 9.910 millions as against total income of Rs. 1336.380 millions including other income of Rs. 9.730 millions in the previous year.

Profit before tax (PBT) was Rs. 10.020 millions during the year as against Rs. 9.990 millions in the previous year.

GUJARAT GAS FINANCIAL SERVICES LIMITED (GFSL)

Gujarat Gas Financial Services Limited (GFSL), another subsidiary of the Company, carried out the job of installing gas connections for domestic and commercial customers of the Company. While GFSL earlier had the status of a certified Non Banking Financial Company (NBFC), it surrendered its NBFC status to the Reserve Bank of India as it stopped providing lease finance since April 2007.

During the year, the net total income was Rs. 101.21 million as compared to Rs. 78.29 million in the year 2011 and the profit after tax was Rs. 63.98 million as compared to Rs. 44.75 million for the previous year.

FINANCE

The net cash profits of the Company increased over the previous year. Investments were made in extension of pipeline network and in reinforcements and up gradation of existing network as required. Investments were also made to upgrade the IT solutions and hardware of the Company to enhance reliability and enable scalability. A portion of the profits generated during the year has been paid out as interim dividend. Appropriate provisions have been made in the accounts wherever necessary for contingencies, bad debts and diminution in value of investments. During the year, the Company has not invited any fixed deposits within the meaning of Section 58A of the Companies Act, 1956.

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED ON 31st MARCH 2013

(Rs. in Millions)

Sr. No.	Particular	3 months ended on 31.03.2013 (Unaudited)
1	Income From Operations
(a)	Net sales (Net of excise duty)	7628.570
(b)	Other Operating Income	45.340
	Total Income from Operations (net)	7673.910
2	Expenses
(a)	Cost of material consumed	6440.330
(b)	Employee benefits expense	164.300
(c)	Depreciation	185.930
(d)	Other expenses	350.100
	Total Expenses	7140.660
3	Profit from Operations before Other Income, Finance Costs and Exceptional Items (1-2)	533.250
4	Other Income	253.640
5	Profit from Ordinary Activities before Finance Costs and Exceptional Items (3+4)	786.890
6	Finance Costs	0.420
7	Profit from Ordinary Activities after Finance Costs but before Exceptional Items (5-6)	786.470
g	Exceptional Items	--
9	Profit from Ordinary Activities before Tax (7-8)	786.470
10	Tax expense	196.000
11	Net Profit from Ordinary Activities after tax (9-10)	590.470
12	Extraordinary Items [net of tax expense]	--
13	Net Profit for the period (11-12)	590.470
14	Paid-up Equity Share Capital (Face Value Rs 2 each)	256.500
15	Reserves excluding revaluation reserves	-
16 (i)	Basic & Diluted Earnings Per Share in Rs. (before extraordinary items) (Face Value Rs. 2 each) (not annualised)	4.60
16 (ii)	Basic & Diluted Earnings Per Share in Rs. (after extraordinary items) (Face Value Rs. 2 each) (not annualized)	4.60

Sr. No.	Particulars	3 months ended on 31.03.2013
A 1 (a) (b) 2 (a)	PARTICULARS OF SHAREHOLDING Public Shareholding Number of Shares Percentage of Shareholding Promoters and Promoter Group Shareholding Pledged / Encumbered	44731250 34.88%
	- Number of Shares - Percentage of shares (as a % of the total shareholding of promoter and promoter group)	-- --
	- Percentage of shares (as a % of the total share capital of the company) Non - encumbered - Number of Shares - Percentage of shares (as a % of the total shareholding of promoter and promoter group) - Percentage of shares (as a % of the total share capital of the company)	-- 83518750 100% 65.12%

Sr. No.	Particulars	3 months ended on 31.03.2013
B	INVESTOR COMPLAINTS [Nos.] Pending at the beginning of the quarter Received during the quarter Disposed of during the quarter Remaining unresolved at the end of the quarter	Nil 76 76 Nil

Notes

1. The above results were approved by the Board of 1 directors in its meeting held, on 4th May, 2013 at Ahmedabad.

2. The Company has redeemed the 7.5% Redeemable Cumulative Non-convertible Preference Shares (RCNPS) during the quarter ended on 31st March, 2012. Accordingly, dividend on the RCNPS till the date of redemption has been considered in determining the EPS for the respective quarters / periods.

3. The Company is primarily in the business of distribution of natural gas. The other activity of the Company comprises leasing of natural gas fired Cogeneration units, the income from which is not material in financial terms. Accordingly, disclosures relating to primary business segments under the Accounting Standard on Segment Reporting (AS-17) notified pursuant to Companies (Accounting -Standards) Rules 2006 as per Section 211 (3C) of the Companies Act, 145b are not relevant to the Company.

4. On 3rd October 2012, the Company's majority shareholder, BG Asia Pacific Holdings Pte Limited (BGAPH’s), has signed a Sale and Purchase Agreement with GSPC Distribution Networks Limited (GDNL), for sale of its entire shareholding in the Company. BGAPH’s shares will be transferred to GDNL after the satisfaction of conditions in the agreement.

5. The statutory auditors have carried out a limited review of the financial results for the quarter ended 31st March, 2013.

6. Previous period figures have ban reclassified / regrouped wherever considered necessary to conform to the current

CONTINGENT LIABILITIES:

(a) Claims against the Company not acknowledged as debts Rs. 26.020 millions (Previous year Rs. 14.510 millions).

(b) Claims of Rs. 21.740 millions (Previous year Rs. 29.980 millions) against the Company have been disputed by the Company. The Company is, however, indemnified by an insurance policy.

(c) Income tax related exposures Rs. 79.490 millions (Previous year Rs. 79.490 millions)

(d) Service tax related exposures Rs. 306.670 millions (Previous year Rs. 17.410 millions)

(e) Excise related exposures Rs. 1.820 millions (Previous year Nil)

FIXED ASSETS:

Tangible Assets:

· Land

Buildings

Plant and Machinery

Office Equipment

Computer Hardware

Furniture, Fixtures and Fittings

Vehicles

Intangible Assets:

· Software/License

Right of use of Land

PRESS RELEASE:

SALE OF GUJARAT GAS COMPANY STAKE COMPLETED

12 June 2013

BG Group today announced it has completed the sale of the Group’s 65.12% holding in India’s largest private natural gas distributor Gujarat Gas Company Limited (GGCL) for INR 24.6 billion or approximately $422 million at current exchange rates.

A binding agreement for the sale of the interest, to a subsidiary of Gujarat State Petroleum Corporation (GSPC), was announced in October 2012. The transaction was completed after BG Group and GSPC received the necessary approvals from the Reserve Bank of India and the Competition Commission of India.

BG Group’s sale of its interest in GGCL is part of a broader rationalisation programme, aimed at refocusing the Group’s portfolio on its core strengths of exploration and production and liquefied natural gas.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 61.39
UK Pound	1	Rs. 94.17
Euro	1	Rs. 81.70

INFORMATION DETAILS

Information Gathered by :	PDT
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		63

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.