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Directors Report of Gujarat State Petronet Ltd.

Mar 31, 2015

To , The Members

Gujarat State Petronet Limited

The Directors take pleasure in presenting the 17th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

Your Company has excelled in most of the performance parameters.

Major Highlights of the Company are summarized below:

(Rs. in Crore)

Particulars (Standalone Accounts) 2014-15 2013-14

Total Income 1116.60 1105.88

Employee Benefit Expenses 35.56 28.71

Other Expenses 101.02 93.10

Total Expenses 136.58 121.81

PBDITA 980.02 984.06

Finance Cost 117.83 141.85

Depreciation & Amortisation 189.23 183.87

Prior Period Adjustments 12.64 0.05

Profit Before Tax 660.32 658.30

Tax including Deferred Tax 249.96 239.15

Profit After Tax Carried to Balance Sheet 410.36 419.15

Appropriations

Transfer to General Reserves NIL NIL

Proposed Dividend (including Dividend Distribution Tax) 81.70 65.84

Profit After Appropriations 328.66 353.31

PERFORMANCE HIGHLIGHTS

- 100% Pipeline grid availability and "accident free" year of operations.

- PNGRB has granted authorization to GSPL for developing City Gas Distribution (CGD) Network in the Geographical Area of Amritsar District (Punjab).

- PNGRB is in the process of re-determining the levelized tariff for GSPL’s High Pressure and Low Pressure Natural Gas Pipeline Networks pursuant to APTEL decision on the appeal fled by GSPL.

- Total Income stood at Rs. 1116.60 Crore, as compared to Rs. 1105.88 Crore in previous year.

CAPITAL

During the year, the Board has approved allotment of 19232 Shares and 222053 Shares to the eligible employees under ESOP - 2005 and ESOP - 2010 Schemes of the Company respectively upon exercise of Options by them, consequent to which the paid up Share Capital of the Company has increased to Rs. 562.98 Crore.

DIVIDEND

Keeping in view the fund requirements for expansion projects and subsidiaries, the Board of Directors of the Company is pleased to recommend Dividend @ Rs. 1.2 (i.e. 12 %) per Equity Share of the face value of Rs. 10 each for the Financial Year 2014 - 15.

GAS TRANSMISSION SERVICES

Te Company has efective Firm GTAs of 22.99 mmscmd for transmission of gas to various customers & interruptible / short - medium term GTAs for 5.96 mmscmd (Previous year: frm GTAs of 26.56 mmscmd and interruptible GTAs of 4.88 mmscmd).

GAS GRID PROJECT

Government of Gujarat has always played a pro-active role in the development of the energy value chain in the State. Gujarat is the frst State to plan and execute a State-wide Gas Grid on an Open Access principle.

The pipeline grid has been designed as per the highest international standards with in-built flexibility to cater to varying loads.

Te pipeline grid map of GSPL for Gujarat is enclosed herewith as Annexure - XI.

The map showing the Cross-Country Natural Gas Transmission Pipelines being implemented through special purpose vehicles is enclosed herewith as Annexure – XII.

Projects Commissioned

Since last Directors ‘Report, the Company has successfully completed commissioning of various customer connectivity (ies) projects namely Grasim, Dahej SEZ-II, China steel, Ford, OPaL, Valeo, Inbisco.

The grid operations account for approx 2192 Kms as on 31st March, 2015. Gas is flowing from Hazira / Dahej / Vapi to various industries and City Gas Distribution ("CGD") Networks located in various Districts of Gujarat including Surat, Bharuch, Narmada, Baroda, Anand, Ahmedabad, Dahod, Gandhinagar, Sabarkantha, Panchamahal, Patan, Bhavnagar, Mehsana, Banaskantha, Surendranagar, Botad, Rajkot, Morbi, Jamnagar, Navsari, Kutchh, Kheda, Valsad, Amreli.

Projects under execution

Your Directors are pleased to inform that the Company continues to develop pipeline infrastructure in the State of Gujarat. Currently, 366 Kms of Pipeline and Gas Compressor station at Gana (1Working 1Standby) having capacity of 14 mmscmd each is under construction.

The Company is a co-developer in Dahej SEZ and Panoli SEZ and is developing Pipeline infrastructure in these SEZs. Several customers have started receiving gas in Dahej SEZ through Company’s network with more getting connected on regular basis.

WIND POWER PROJECT

Your Company being committed to promote clean and green energy has set up wind power project of 52.5 MW in the areas of Maliya Miyana, Rajkot and Gorsar & Adodar, Porbandar. During the year, the Company has sold 10,42,47,114 KWH of electricity generated through Windmill.

-FUTURE PLANS

The Company is working on future expansion projects based on the demand in various regions around the gas grid. Te Company has been granted authorization from PNGRB for developing City Gas Distribution (CGD) Network in the Geographical Area of Amritsar District (Punjab). Te Company is embarking on the development of the same.

OPERATION & MAINTENANCE ACTIVITIES

Te Company has transported 8395 mmscm of gas during the financial year 2014 – 15 (Previous year: 7693 mmscm).

To safeguard pipeline assets and optimize utilization of the pipeline system, the Company is giving utmost importance to efficient operations and preventive maintenance. Te Company is in process of implementing Pipeline Integrity Management System in line with PNGRB guidelines to safe guard the pipeline assets.

SUBSIDIARY, ASSOCIATES & JOINT

VENTURE COMPANIES

Subsidiary Companies:

Your Company has incorporated following subsidiary companies in October, 2011 for execution of the three Cross Country Pipeline Projects awarded by Petroleum and Natural Gas Regulatory Board:

Company Pipeline Project

GSPL India Gasnet Limited 1) Mehsana - Bhatinda (GIGL) (approx 1670 Kms)

2) Bhatinda - Jammu - Srinagar (approx 740 Kms)

GSPL India Transco Limited Mallavaram - Bhopal - Bhilwara (GITL) - Vijaipur (approx 1881 Kms)

*Proposed length of Pipeline as on 31st March, 2015

GIGL & GITL Performance Highlights:

GIGL and GITL have achieved progress in obtaining various statutory clearances. Both these Companies have initiated process for implementing sections of the project where statutory clearances, environment approvals and ROU have already been received and foated EPC tenders in respect thereof.

Associate Companies:

Your Company had two Associate Companies viz. GSPC Gas Company Limited and GSPC Distribution Networks Limited as on 31st March, 2015.

GSPC Gas Company Limited and GSPC Distribution Networks Limited were engaged in the City Gas Distribution (CGD) business to provide natural gas to retail, various industrial, commercial and domestic residential segment customers in the state of Gujarat.

GSPC Gas Company Limited was also engaged in the business of distribution of CNG Gas to transport segment customers through CNG filling stations at major cities and towns of Gujarat State.

The GSPC Gas Company Limited and Gujarat Gas Company Limited have merged with GSPC Distribution Networks Limited with effective from 14th May, 2015 and has been renamed as Gujarat Gas Limited. Gujarat Gas Limited has emerged as India’s largest City Gas Distribution (CGD) player with presence spread across 19 Districts in the State of Gujarat and Union Territory of Dadra Nagar Haveli and Tane which includes Palghar Districts of Maharashtra.

Gujarat Gas Limited has India’s largest customer base in major CGD user segments: 10,25,000 domestic households, 2,775 industrial customers, 11,520 commercial customers, 234 CNG stations selling 7,75,000 kgs of CNG per day. Te total daily gas sales volume has reached up to 6.2 MMSCMD which is the highest for any CGD company in India. Gujarat Gas Limited has a widespread gas pipeline network of more than 15,000 KMs (incl. Steel and PE pipeline).

Gujarat Gas Limited is going to play a leading role in making India move towards becoming a gas-based economy so as to significantly contribute towards a ''Greener India’.

Your Company has a total shareholding of 25.76% in the merged entity, Gujarat Gas Limited.

Accounts of subsidiary, Associates & Joint Venture companies:

Pursuant to provisions of Section 129 (3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement in prescribed Form AOC - 1 containing salient features of the financial statement of Subsidiaries i.e. GSPL India Gasnet Limited and GSPL India Transco Limited and Associate Companies i.e. GSPC Distribution Networks Limited and GSPC Gas Company Limited is provided in the Annual Report.

Further, the audited annual accounts and related information of the subsidiary companies, where applicable, will be made available to any Member upon request. Te annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statements are provided in the Annual Report.

HEALTH, SAFETY AND ENVIRONMENT

The Company, in order to fulfill its commitment towards health, safety and environment, has taken active steps towards establishment of Safety Management Systems. Environment and safety features have been integrated into design, construction and O&M operations of the Company for ensuring utmost safety for the facilities, local community and the environment. Te same is also being reflected in the QHSE policy of the Company. Te Company is expanding and managing its operations in a manner which is safe and environmentally sustainable.

For developing effectiveness of Safety Management Systems,

-training of all employees across the Company is ensured through various training programs. Te same is being monitored through internal audit teams and delegation of safety management up to the local level. Contractors ‘adherence to Company’s QHSE policy is also assured through regular site visits and external audits. Regular site visits ensure the enhancement of safety culture which also facilitates safe commissioning of the new projects. To achieve the highest quality of safety systems, the Company has moved towards international recognition with the corporate membership of British Safety Council. Te Company is proud to maintain its target of ''zero accident ‘year with full commitment of its employees and management.

The Company is re-certified to Integrated Management Systems (ISO 9001:2008, ISO 14001:2004 & OHSAS 18001:2007) with validity till 30th October, 2017. Effectiveness of these certifications is being assured through planned audits of the system. Continuous improvement is visible in various O&M systems. Preventive Maintenance schedules are being adhered to with updating of records. Further, Emergency Response and Disaster Management Plan (ERDMP) of GSPL was accredited by Disaster Management Institute, Bhopal as per the requirement of ERDMP Regulation, 2010 under PNGRB Act, 2006. ERDMP is being reviewed and updated regularly. All conditions of Accreditation are being adhered to. Effectiveness of ERDMP is verified through regular mock drills as per specified intervals as identified by respective work bases.

To further enhance the benchmark of Safety Management Systems, your Company was audited by British Safety Council for Five Star safety audit for the fourth time and under new specifications for the second time. GSPL has retained this Five Star grading by British Safety Council (BSC) after an extensive evaluation by BSC auditor. Your Company has sustained the retaining of this ''Five Star ‘grading continuously for the past three years. Your Company has also bagged International Safety award for 2015 by British Safety Council for its HSE performance of GSPL Gas Grid. Your Company has successfully bagged International Safety Awards from British Safety Council for 05 Years continuously, based upon previous year’s Performance of Gas Grid.

DEPOSITS

During the year, the Company has not accepted Deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, Loans made, Guarantees given or Securities provided by a company providing infrastructure facilities are exempted from compliance with Section 186 of the Companies Act, 2013 except sub section (1). Accordingly, your Company being engaged in the Gas Transportation business is exempted from aforesaid compliance. However, the details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188 (1) OF THE COMPANIES ACT, 2013

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business.

Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseeable and repetitive nature and a statement giving details of all Related Party Transactions is placed before the Audit Committee for approval/ ratification on a quarterly basis as the case may be.

The Policy on Materiality of Related Party Transactions and Dealing with related Party Transactions as approved by the Board is uploaded on the Company’s Website.

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

Te particulars of contracts or arrangements with Related Parties referred to in Section 188 (1) of the Companies Act, 2013, as prescribed in Form AOC - 2 of the Companies (Accounts) Rules, 2014 is enclosed herewith as Annexure - III to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Pursuant to provisions of Section 135 of the Companies Act, 2013, the Company has also formulated a Corporate Social Responsibility Policy which is available on the website of the Company at http://gspcgroup.com /uploaded data /category_pdf/46.pdf.

Your Company being committed in fulfilling its Corporate Social Responsibility has been engaged in various social initiatives through its intervention in the area of promoting education, eradication of hunger & poverty, creating awareness for conservation of energy, providing preventive health care etc in accordance with the Corporate Social Responsibility Policy of the Company.

The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed herewith as Annexure - IV to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Since, last Director’s Report, Shri D J Pandian, IAS, Shri Yogesh B Sinha, Dr. Hasmukh Adhia, IAS and Smt. Vilasini Ramachandran, IAS (Retd.) ceased to be the Directors of the Company. Further, Shri Tapan Ray, IAS also ceased to be Managing Director of the Company.

Your Directors wish to place on record appreciation of the services rendered by them as the Directors of the Company.

Dr. J N Singh, IAS, Shri L Chuaungo, IAS and Smt. Shridevi Shukla have been appointed as Additional Directors to hold office till the ensuing Annual General Meeting. It is proposed to -regularize their appointment in the 17th Annual General Meeting.

Shri Atanu Chakraborty, IAS has been appointed as Managing Director of the Company w.e.f 6th November, 2014 till further intimation from Gujarat State Petroleum Corporation Limited. As per the Notification issued by Ministry of Corporate Affairs, the provisions of sub Section (4) of Section 196 of the Companies Act, 2013 in relation to Shareholders approval for appointment of Managing Director are now not applicable to your Company being Government Company.

Further, Shri Manish Seth has been appointed as Chief Financial Officer of the Company w.e.f. 1st April, 2014 pursuant to Section 203 of the Companies Act, 2013.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri M M Srivastava, IAS (Retd.), Chairman of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

A brief resume of the Directors retiring by rotation/seeking appointment at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and details regarding the companies in which they hold directorship, membership/ chairmanship of committees of the Board are given in the Explanatory Statement forming part of Notice.

Directors Independence:

Pursuant to the provisions of Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Independent Directors of the Company have given confrmation/declaration to the Board that they meet with the criteria of Independence and are Independent in terms of Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Independent Directors has carried out an annual performance evaluation of Chairman, Non-Independent Directors and the Board as a whole. Further, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the various Committees of Directors of the Company.

Pursuant to Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has also evaluated performance of every Director on the Board of the Company.

The performance evaluation of individual Directors was carried out based on the various parameters after taking into consideration inputs received from the Directors and set out in the Policy for Evaluation of Performance of Directors, Committees & Board such as active participation & contributions in the Meetings, balance of knowledge, expertise and experience, safeguarding the interest of the Company and its Stakeholders etc. Te performance evaluation of the Board as a whole and various Committees of Directors of the Company was carried out considering various parameters such as adequacy of the composition of the Board and its Committees, discharge of key functions and responsibilities prescribed under law, corporate governance practice etc. and the overall performance assessment was discussed in detail by the Board members.

Nomination and Remuneration Policy:

Te Company’s Nomination and Remuneration Policy on Directors ‘appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the relevant provisions of the Companies Act, 2013 and Listing Agreement is enclosed herewith as Annexure - V to this Report.

Meetings:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. Te Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the Meetings. However, in case of a special and urgent business need, the approval is taken by passing resolutions through circulation to the Directors, as permitted by law, which are confirmed in the subsequent Board/Committee Meetings.

During the year, five (5) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. Te intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDITORS

Statutory & C&AG Audit:

As your Company is a Government Company, the Statutory Auditors are appointed by the Comptroller & Auditor General of India (C&AG). Accordingly, the C&AG has appointed M/s RMA & Associates, Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2014 - 15.

C&AG has given NIL comment reports (Standalone & Consolidated) for the Financial Year 2014 - 15. Te NIL comment reports have been provided after this Report.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Te Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Manoj Hurkat & Associates, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2014 – 15.

The Report of Secretarial Auditor on Company’s Secretarial Audit for the Financial Year 2014 - 15 is enclosed herewith as Annexure - VI to this Report. Te Secretarial Audit Report is self explanatory in nature.

Cost Auditors:

Your Company is required to carry out Cost Audit for "Gas Transportation" business as well as "Generation of Electricity through Windmill" business pursuant to Section 148 of the Companies Act, 2013 read with Te Companies (Cost Records and Audit) Rules, 2014.

Accordingly, your Company has carried out Cost Audit for the said business of the Company for the Financial Year 2014 - 15 through the Cost Auditor M/s R K Patel & Co. Te Cost Audit Report 2014 – 15 will been submitted to the Central Government -in the prescribed format within stipulated time period.

Further, your Directors has, on the recommendation of the Audit Committee, appointed M/s R K Patel & Co., as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2015 - 16 on a remuneration of Rs. 1,08,000/- plus applicable taxes and reimbursement of out of pocket expenses incurred by them during the course of Audit.

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 K Patel & Co., Cost Auditors for the Financial Year 2015 - 16 is included in the Notice convening the Annual General Meeting.

AUDIT COMMITTEE

Audit Committee of Directors of the Company at its Meeting held on 22nd May, 2015 approved the Annual Accounts for the Financial Year ended on 31st March, 2015 and recommended the same for approval of the Board.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Risk Management:

Te Company has a well-defined Risk Management Framework for reviewing the major Risks and has adopted a Risk Management Policy.

Further, pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee inter-alia to monitor the Risk Management Plan of the Company.

Internal Control System:

The Company has a proper and adequate system of Internal Controls commensurate with its size of operations and nature of business. Tese are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

The details about the identification of elements of Risk and Internal Control Systems are provided in detail in the Management Discussion & Analysis Report forming part of this Directors’ Report.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for Directors and Employees to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Directors ‘Report.

DIRECTORS''RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed and no material departures have been made from the same;

b. that accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit & loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS

This Annual Report contains a separate section (Annexure - I) on the Management Discussion & Analysis, which forms part of this Directors ‘Report.

CORPORATE GOVERNANCE

Corporate Governance denotes the framework for companies to conduct their business in an ethical and responsible manner. It is determined primarily by the approach that a Company has towards its stakeholders as well as to the environment in which it operates. It stems from the belief and realization that corporate citizenship has a set of responsibilities, which must be fulfilled for a Company to progress and succeed over the long term.

The Company believes that good governance alone can deliver continuous good business performance. A Report on Corporate Governance as required under Clause 49 of the Listing Agreement is incorporated as a part of this Directors ‘Report (Annexure – II). A Compliance Certificate by the Practicing Company Secretary is also annexed to this Directors ‘Report.

GSPL EMPLOYEES STOCK OPTION PLAN ("ESOP")

The Company has instituted the following ESOP Schemes as incentives to attract, retain and reward the employees, and to enable them to participate in the future growth and success of the Company:

1. GSPL Employees Stock Option Plan – 2005 (ESOP – 2005)

2. GSPL Employees Stock Option Plan – 2010 (ESOP – 2010) Under the said ESOPs, each such Option has conferred a right -upon the employee to apply for one Equity Share of the Company.

Auditors of the Company have certified that the Schemes are being implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolution passed by the Members. Te Certificate would be placed at the Annual General Meeting for inspection by Members.

Statutory disclosure regarding ESOP – 2005 and ESOP – 2010 are enclosed at Annexure – VII & VIII respectively.

Further, the Disclosures regarding ESOP - 2005 and ESOP - 2010 pursuant SEBI (Shares Based Employee Benefits) Regulations, 2014 have been made on the website of the Company at http:// gspcgroup.com/pdf/gspl/ESOP 2005 Disclosure.pdf & http:// gspcgroup.com/pdf/gspl/ESOP 2010 Disclosure.pdf.

EXTRACT OF ANNUAL RETURN

Te details forming part of the extract of the Annual Return in Form MGT – 9 is enclosed herewith as Annexure - IX.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, this Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees ‘particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed that appropriate standard of conduct should be maintained by the employees in their conduct and that there should be a safe, in discriminatory and harassment - free (including sexual harassment) work environment for every individual working in the Company. Te Company has in place a Policy on Prevention of Sexual Harassment at workplace as a part of its Human Resource Policy. It aims at prevention of harassment of employees and lays down the guidelines for reporting and prevention of sexual harassment.

The Company has constituted an Internal Complaints Committee (ICC) as required under the Act which is responsible for redressal of complaints related to sexual harassment.

During the year ended 31st March, 2015, no complaint has been received by the ICC pertaining to sexual harassment.

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

Information required to be disclosed pursuant to provisions of the Companies Act, 2013 read with rules thereto with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are furnished in Annexure - X to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the fnancial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations during the year.

ACKNOWLEDGEMENTS

The Directors appreciate the continued support received from the valued customers and look forward to this mutually supportive relationship in future.

The Directors place on record their deep appreciation to employees of the Company at all levels for their hard work, dedication and commitment without whose contribution the excellent performance of the Company would not have been possible.

The Directors are extremely grateful for all the support given by the Government of Gujarat at all levels. Their guidance, encouragement and moral support have enabled the Company to expand the pipeline network in a professional manner.

The Directors also wish to place on record the sincere thanks to PNGRB and other regulatory authorities at Central and State level for the continuous support extended to the Company.

The Directors place on record their sincere thanks to the Promoters, Shareholders and Lenders for their valuable support, trust and confidence reposed in the Company.



For and on behalf of the Board of Directors,



M M Srivastava, IAS (Retd.)

Chairman

Date: 7th August, 2015

Place: Gandhinagar


Mar 31, 2014

The Members

Gujarat State Petronet Limited

The Directors have pleasure in presenting the 16th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs. in Crore)

Particulars (Standalone Accounts) 2012-13 2013-14

Total Income 1239.25 1105.88

Employee Benefit Expenses 24.71 28.71

Other Expenses 76.52 93.10

Total Expenses 101.23 121.81

PBDITA 1138.02 984.06

Finance Cost 126.26 141.85

Depreciation & Amortisation 186.11 183.87

Preliminary Expenses Written-Of - -

Prior Period Adjustments (0.05) 0.05

Profit Before Tax 825.70 658.30

Tax including Deferred Tax 287.58 239.15

Profit After Tax Carried to Balance Sheet 538.12 419.15

Appropriations

Transfer to General Reserves NIL NIL

Proposed Dividend (including Dividend Distribution Tax) 65.83 65.84

Profit After Appropriations 472.29 353.31

PERFORMANCE HIGHLIGHTS

Your Company has excelled in most of the performance parameters. Major highlights of the Company are summarized below:

- 99% Pipeline grid availability and "accident free" year of operations.

- PNGRB re-determined the levelized tarif for GSPL''s High Pressure Natural Gas Pipeline Network.

- Total Income stood at Rs. 1105.88 Crore, decrease of 11% over previous year, mainly due to reduction in production of domestic gas.

CAPITAL

During the year, the Board has approved allotment of 29862 Shares to the eligible employees under ESOP - 2005 upon exercise of Options by them, consequent to which the paid up Share Capital of the Company has increased to Rs. 562.74 Crore.

DIVIDEND

Keeping in view the fund requirements for expansion projects and subsidiaries, the Board of Directors of the Company is pleased to recommend Dividend @ Rs. 1 (i.e. 10%) per Equity Share of the face value of Rs. 10 each for the Financial Year 2013 - 14.

GAS TRANSMISSION SERVICES

The Company has efective Firm GTAs of 26.56 mmscmd for transmission of gas to various customers and interruptible / short - medium term GTAs for 4.88 mmscmd (Previous year: firm GTAs of 30.94 mmscmd and interruptible GTAs of 11.32 mmscmd).

GAS GRID PROJECT

Government of Gujarat has always played a pro-active role in the development of the energy value chain in the State. Gujarat is the frst State to plan and execute a State-wide Gas Grid on an Open Access principle.

The Pipeline grid has been designed as per the highest international standards with inbuilt fexibility to cater to varying loads.

The Pipeline grid map of GSPL for Gujarat is enclosed herewith as Annexure - VI.

The map showing the Cross-Country Natural Gas Transmission Pipelines being implemented through Special Purpose Vehicles is enclosed herewith as Annexure – VII.

Projects Commissioned

Since last Directors'' Report, the Company has successfully completed commissioning of various pipeline projects namely DGEN Connectivity, Banas Dairy, BASF & Styrolution connectivity and various customers in Dahej SEZ area.

Current grid operations account for approx 2180 Kms. Gas is fowing from Hazira / Dahej / Vapi to various industries and City Gas Distribution ("CGD") Networks located in various Districts of Gujarat including Surat, Bharuch, Narmada, Baroda, Anand, Ahmedabad, Dahod, Gandhinagar, Sabarkantha, Panchamahal, Patan, Bhavnagar, Mehsana, Banaskantha, Surendranagar, Rajkot, Morbi, Jamnagar, Navsari, Kutchh, Kheda, Valsad, Amreli.

Projects Under Execution

Your Directors are pleased to inform that the Company continues to develop Pipeline infrastructure in the State of Gujarat. Currently, approx 405 Kms of Pipeline is under construction.

Your Company is also developing Gana- Kalol - Palanpur Loopline.

The Company is a co-developer in Dahej SEZ and Panoli SEZ and is developing Pipeline infrastructure in these SEZs. Several customers have started receiving gas in Dahej SEZ through Company''s network with more getting connected on regular basis.

WIND POWER PROJECT

Your Company being committed to promote clean and green energy has set up wind power project of 52.5 MW in the areas of Maliya Miyana, Rajkot and Gorsar & Adodar, Porbandar. During the year, the Company has sold 10,79,14,415 KWH of electricity generated through Windmill.

FUTURE PLANS

The Company is working on future expansion projects based on the demand in various regions around the gas grid.

OPERATION & MAINTENANCE ACTIVITIES

The Company has transported 7692.84 mmscm of gas during the Financial Year 2013 - 14 (Previous year: 9966.06 mmscm).

To safeguard its Pipeline assets and optimize utilization of the Pipeline system, the Company is giving utmost importance to efcient operations and preventive maintenance. The Company is in process of implementing Integrity Management System in line with PNGRB guidelines to safe guard the Pipeline assets.

SUBSIDIARY COMPANIES

Your Company has incorporated following two subsidiary companies in October, 2011 for execution of the three Cross Country Pipeline Projects awarded by Petroleum and Natural Gas Regulatory Board:

GIGL & GITL - Project Status:

GIGL and GITL have achieved progress in obtaining various statutory clearances. Both these Companies have initiated process for implementing sections of the project where statutory clearances, environment approvals and ROU have already been received and foated EPC tenders in respect thereof.

Accounts of subsidiary companies:

Most of the provisions of the Companies Act, 2013 has been notifed with efect from 1st April, 2014. Ministry of Corporate Afairs (MCA) have vide circular dated 4th April, 2014 clarifed that for the Financial Year ended on 31st March 2014, Balance Sheet, Profit & Loss Account, Directors'' Report etc. shall be prepared and submitted as per the provisions of Companies Act, 1956. Accordingly, as per the requirement of Section 212 of the Companies Act, 1956, GSPL needs to publish in the Annual Report, the financial statements of its subsidiaries (i) GSPL India Gasnet Ltd. and (ii) GSPL India Transco Ltd. along with the stand-alone and Consolidated Financial Statements of Gujarat State Petronet Ltd.

However, in accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Afairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents for the Financial Year ended 31st March, 2014 of the subsidiary companies are not being attached with the Balance Sheet of the Company. The financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The audited annual accounts and related information of the subsidiary companies, where applicable, will be made available to any Member upon request. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statements are provided in the Annual Report.

HEALTH, SAFETY AND ENVIRONMENT

The Company, in order to fulfll its commitment towards health, safety and environment, has taken active steps towards establishment of Safety Management Systems. Environment and safety features have been integrated into design, construction and O&M operations of the Company for ensuring utmost safety for the facilities, local community and the environment. The same is also being refected in the QHSE policy of the Company. The Company is expanding and managing its operations in a manner which is safe and environmentally sustainable.

For developing efectiveness of Safety Management Systems, training of all employees across the Company is ensured through various training programs. The same is being monitored through internal audit teams and delegation of safety management up to the local level. Further, Emergency Response and Disaster Management Plan (ERDMP) of GSPL was accredited by the Tird Party Agency as per the requirement of ERDMP Regulations, 2010 under PNGRB Act, 2006. ERDMP is being reviewed and updated regularly. Moreover, contractors'' adherence to Company''s QHSE policy is also ensured through regular site visits and external audits. Regular site visits ensure the enhancement of safety culture which also facilitates safe commissioning of the new projects. To achieve the highest quality of safety systems, the Company has moved towards international recognition with the corporate membership of British Safety Council. The Company is proud to maintain its target of ''zero accident'' year with full commitment of its employees and management.

The Company is re-certified to Integrated Management Systems (ISO 9001:2008, ISO 14001:2004 & OHSAS 18001:2007) with validity till 30th October, 2014. Efectiveness of these certifications is being enssured through planned audits of the system. Continuous improvement is visible in various O&M systems. Preventive maintenance schedules are being adhered to with the updation of records. GSPL ERDMP was accredited by Disaster Management Institute, Bhopal as required under ERDMP Regulations, 2010 of PNGRB Act. All conditions of Accreditation are being adhered to. Efectiveness of ERDMP is verifed through regular mock drills as per specified intervals as identified by respective work bases.

To further enhance the benchmark of Safety Management Systems, your Company was audited by British Safety Council for Five Star safety audit for the third time and under new Specifications for the frst time. GSPL has retained the Five

Star grading by British Safety Council (BSC) after an extensive evaluation by BSC auditor. Your Company has also bagged International Safety award for 2014 by British Safety Council for its HSE performance of GSPL Gas Grid. Your Company has successfully bagged International Safety Awards from British Safety Council for 04 Years continuously, based upon previous years'' HSE Performance of Gas Grid.

FIXED DEPOSITS

During the year, the Company has not accepted any Fixed Deposits from the public.

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to make focused eforts for fulfilling its Corporate Social Responsibility, with the thrust areas being education, health & sanitation and public awareness.

DIRECTORS

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri D J Pandian, IAS, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, ofers himself for reappointment.

Pursuant to Section 149 of the Companies Act, 2013, the Board has recommended appointment of Dr. R Vaidyanathan, Prof. Yogesh Singh, Shri Yogesh B Sinha, Dr. Bakul Dholakia and Smt. Vilasini Ramachandran, IAS (Retd.) as Independent Directors of the Company, not liable to retire by rotation, for a period of five years from the date of the 16th Annual General Meeting for approval of the Members of the Company. These Directors have given the declarations to the Board that they meet the criteria of Independence as provided under Section 149 (6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

A brief resume of the Directors retiring by rotation/seeking appointment at the ensuing Annual General Meeting, nature of their expertise in Specific functional areas and details regarding the companies in which they hold directorship, membership/ chairmanship of Committees of the Board are given in the Corporate Governance Report forming part of this Directors'' Report

STATUTORY AND C&AG AUDIT

As your Company is a Government Company, the Statutory Auditors are appointed by the Comptroller & Auditor General of India (C&AG). Accordingly, the C&AG has appointed M/s RMA & Associates, Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2013 - 14.

C&AG has given NIL comment report for the Financial Year 2013 - 14. The NIL comment report is enclosed herewith as Annexure - V.

AUDIT COMMITTEE

Audit Committee of Directors of the Company at its meeting held on 22nd May, 2014 approved the Annual Accounts for the Financial Year ended 31st March, 2014 and recommended the same for approval of the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that,

(i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under revised Schedule VI to the Companies Act, 1956, have been followed along with proper explanation relating to material departures.

(ii) accounting policies are selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company as at 31st March, 2014 and of Profit of the Company for that period.

(iii) proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities is taken.

(iv) the annual accounts are prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

Tis Annual Report contains a separate section (Annexure - I) on the Management Discussion & Analysis, which forms part of this Directors'' Report.

CORPORATE GOVERNANCE

Corporate Governance denotes the framework for companies to conduct their business in an ethical and responsible manner. It is determined primarily by the approach that a Company has towards its stakeholders as well as to the environment in which it operates. It stems from the belief and realization that corporate citizenship has a set of responsibilities, which must be fulfilled for a Company to progress and succeed over the long term.

The Company believes that good governance alone can deliver continuous good business performance. A Report on Corporate Governance as required under Clause 49 of the Listing Agreement is incorporated as a part of this Directors'' Report (Annexure - II). A Compliance Certificate by the Practicing Company Secretary is also attached to this Directors'' Report.

GSPL EMPLOYEES STOCK OPTION PLAN ("ESOP")

The Company has instituted the following ESOP Schemes as incentives to attract, retain and reward the employees, and to enable them to participate in the future growth and success of the Company.

1. GSPL Employees Stock Option Plan – 2005 (ESOP – 2005).

2. GSPL Employees Stock Option Plan – 2010 (ESOP – 2010).

Under the said ESOPs, each such Option has conferred a right upon the employee to apply for one Equity Share of the Company.

Auditors of the Company have certified that the Scheme has been implemented in accordance with the SEBI Guidelines and the Resolution passed by the Shareholders. The Certificate would be placed at the Annual General Meeting for inspection by Members.

Statutory disclosures regarding ESOP - 2005 and ESOP - 2010 are enclosed as Annexure - III & IV respectively to this Directors'' Report.

PARTICULARS OF EMPLOYEES

As per Notifcation issued by the Ministry of Corporate Afairs, the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to government companies. As your Company is a Government Company, the information has not been included as a part of the Directors'' Report.

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

Conservation of Energy

During the period under review, there is no consumption of energy requiring disclosure.

Technolog y Absorption

The Company has not imported any technology. However, the Company has engaged consultants/advisors of international repute to make available latest technology for project implementation.

ACKNOWLEDGEMENTS

The Directors appreciate the continued support received from the valued customers and look forward to this mutually supportive relationship in future.

The Directors place on record their deep appreciation to employees of the Company at all levels for their hard work, dedication and commitment without whose contribution the excellent performance of the Company would not have been possible.

The Directors are extremely grateful for all the support given by the Government of Gujarat at all levels. Teir guidance, encouragement and moral support have enabled the Company to expand the Pipeline Network in a professional manner.

The Directors also wish to place on record the sincere thanks to PNGRB and other regulatory authorities at Central and State level for the continuous support extended to the Company.

The Directors place on record their sincere thanks to the Promoters, Shareholders and Lenders for their valuable support, trust and confdence reposed in the Company.

For and on behalf of the Board of Directors,

M M Srivastava, IAS (Retd.)

Chairman Date : 25th August, 2014 Place: Gandhinagar


Mar 31, 2013

To, The Members of Gujarat State Petronet Limited

The Directors have pleasure in presenting the 15th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Crore)

Particulars (Standalone Accounts) 2011-12 2012-13

Total Income 1174.63 1239.25

Employee Benefit Expenses 19.69 24.71

Other Expenses 70.37 76.52

Total Expenses 90.06 101.23

PBDITA 1084.57 1138.02

Finance Cost 130.20 126.26

Depreciation & Amortisation 181.90 186.11

Preliminary Expenses Written-Off 0.25 -

Prior Period Adjustments 3.21 (0.05)

Profit Before Tax 769.01 825.70

Tax including Deferred Tax 246.95 287.58

Profit After Tax Carried to Balance Sheet 522.06 538.12

Appropriations

Transfer to General Reserves NIL NIL

Transfer from Bond Redemption Reserve NIL NIL

Proposed Dividend (including Dividend Distribution Tax) 65.41 65.83

Profit After Appropriations 456.65 472.29

MAJOR ACHIEVEMENTS

Your Company has excelled on all performance parameters. Major achievements of the Company are summarized below:

- Total Income increased from Rs. 1174.63 crore in previous year to Rs. 1239.25 crore recording increase of 6%.

- PBDITA increased from Rs. 1084.57 crore in previous year to Rs. 1138.02 crore, recording an increase of 5%.

- 100% Pipeline grid availability and "accident free" year of operations.

- PNGRB has granted authorization for High Pressure Gas Pipeline Network of 2239 Kms and Low Pressure Gas Pipeline Network of 57.60 Kms in Gujarat.

- During the year, PNGRB has determined the "Provisional" Initial Unit Natural Gas Pipeline Tariff'' (IUNGPT) for GSPLs High Pressure Natural gas Pipeline Network and the zonal tariff apportionment of the same thereof.

- Your Company in Financial Year 2011 - 12 had promoted two new special purpose vehicles i.e. GSPL India Gasnet Limited and GSPL India Transco Limited for execution of the three Cross Country Pipeline Projects viz. Mallavaram - Vijaipur - Bhilwara (approx 1746 Kms) Pipeline Project, Mehsana - Bhatinda (approx 1670 Kms) Pipeline Project and Bhatinda - Jammu - Srinagar (approx 740 Kms) Pipeline Project. The Company has signed Joint Venture Agreements (JVAs) with IOCL, BPCL and HPCL on 30th April, 2012 for the same. As per the JV Agreement, GSPL shall hold 52% stake in the JV with IOCL (26%), BPCL (11%) and HPCL (11%) holding the rest. The Financial closure for the three projects is already achieved.

CAPITAL

During the year, the Board has approved allotment of 19706 Shares to the eligible employees under ESOP - 2005 upon exercise of Options by them, consequent to which the paid up Share Capital of the Company has increased to Rs. 562.71 crore.

DIVIDEND

Keeping in view the fund requirements for expansion projects and subsidiaries, the Board of Directors of the Company is pleased to recommend dividend @ Rs. 1.00 (i.e. 10%) per equity share of the face value of Rs. 10 each for the Financial Year 2012 - 13.

GAS TRANSMISSION SERVICES

The Company has effective Firm GTAs of 30.94 mmscmd for transmission of gas to various customers and interruptible / short - medium term GTAs for 11.32 mmscmd (Previous year: firm GTAs of 29.70 mmscmd and interruptible GTAs of 6.58 mmscmd).

GAS GRID PROJECT

Government of Gujarat has always played a pro-active role in the development of the energy value chain in the State. Gujarat is the first State to plan and execute a State-wide Gas Grid on an open access principle.

The pipeline grid has been designed as per the highest international standards with inbuilt flexibility to cater to varying loads.

The pipeline grid map of GSPL for Gujarat is enclosed herewith as Annexure - VI.

The map showing the Cross Country Natural Gas Transmission Pipelines being implemented through special purpose vehicles is enclosed herewith as Annexure — VII.

Projects Commissioned

Since last Directors'' Report, the Company has successfully completed commissioning of various pipeline projects like Mehsana — Palanpur Pipeline, Dahej SEZ — I Pipeline, GSFC (Sikka) Spurline and GNFC TDI Dahej Spurline.

Current grid operations account for approx 2163 Kms. Gas is flowing from Hazira / Dahej / Vapi to various industries and City Gas Distribution ("CGD") Networks located in various districts of Gujarat including Surat, Bharuch, Baroda, Anand, Ahmedabad, Gandhinagar, Sabarkantha, Bhavnagar, Mehsana, Banaskantha, Surendranagar, Rajkot, Jamnagar, Navsari, Kutchh, Panchmahal, Kheda, Valsad, Amreli.

Projects Under Execution

Your Directors are pleased to inform that the Company continues to develop pipeline infrastructure in the State of Gujarat. The following pipeline sections are being developed on priority:

- Halol — Dahod Pipeline (approx 105 Kms)

- Anjar — Bhuj Spurline (approx 47 Kms)

- Bodighodi - Ambardi Pipeline (approx 47 Kms)

- Pipavav - Gundlav Pipeline (approx 46 Kms)

- Dabhan — Thasra Pipeline (approx 45 Kms)

- Amboli - Vantevad Pipeline (approx 44 Kms)

- Banas Dairy Connectivity (approx 9.87 Kms)

Your Company is also developing a Natural Gas Compressor station at Gana in Anand region.

The Company is a co-developer in Dahej SEZ and Panoli SEZ and is developing Pipeline Infrastructure in these SEZs. Several customers have started receiving gas in Dahej SEZ through Company''s network with more getting connected on ongoing basis.

WIND POWER PROJECT

Your Company being committed to promote clean and green energy has set up wind power project of 52.5 MW in the areas of Maliya Miyana, Rajkot and Gorsar & Adodar, Porbandar. During the year, the Company has sold 12,39,79,705 KWH of electricity generated through Windmill.

FUTURE PLANS

The Company is working on future expansion projects based on the demand in various regions around the gas grid.

OPERATION & MAINTENANCE ACTIVITIES

The Company has transported 9966.06 mmscm of gas during the Financial Year 2012 - 13 (Previous Year: 12430 mmscm).

To safeguard pipeline assets and optimize efficiency of the pipeline system, the Company is giving utmost importance to efficient operations and preventive maintenance. The Company is in process of implementing Integrity Management System in line with PNGRB guidelines to safe guard the pipeline assets.

SUBSIDIARY COMPANIES

Your Company has incorporated following two subsidiary companies in October, 2011 for execution of the three Cross Country Pipeline Projects awarded by Petroleum and Natural Gas Regulatory Board:

Company Pipeline Project

GSPL India Gasnet Limited 1) Mehsana - Bhatinda (GIGL) (approx 1670 Kms)

2) Bhatinda - Jammu - Srinagar (approx 740 Kms)

GSPL India Transco Limited Mallavaram - Bhopal - Bhilwara (GITL) - Vijaipur (approx 1746 Kms)

GIGL and GITL have achieved significant progress in implementation of the three Cross Country Pipeline Projects. The brief status of the Projects is as follows:

GIGL - PROJECT STATUS

- The Projects have received Environment Clearance from the Ministry of Environment & Forest.

- The respective State Governments have also appointed Competent Authorities for acquisition of ROU in lands, except Haryana and Jammu & Kashmir.

- The basic engineering activities for Mehsana - Bhatinda Pipeline Project are completed and activities for Batinda -Jammu Pipeline are under progress.

- The company is awaiting for other statutory clearances.

GITL - PROJECT STATUS

- The Projects have received Environment Clearance from the Ministry of Environment & Forest.

- The respective State Governments have also appointed Competent Authorities for acquisition of ROU in lands.

- The basic engineering activities for Mallavaram - Bhopal - Bhilwara - Vijaipur Pipeline Project are completed.

- The company is awaiting for other statutory clearances.

In accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents for the Financial Year ended 31st March, 2013 of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the Financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The audited annual accounts and related information of the subsidiary companies, where applicable, will be made available to any member upon request. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statements are provided in the Annual Report.

HEALTH, SAFETY AND ENVIRONMENT

The Company, in order to fulfill its commitment towards health, safety and environment, has taken active steps towards establishment of Safety Management Systems. Environment and safety features have been integrated into design, construction and O&M operations of the Company for ensuring utmost safety for the facilities, local community and the environment. The same is also being reflected in the QHSE policy of the Company. The Company is expanding and managing its operations in a manner which is safe and environmentally sustainable.

For developing effectiveness of Safety Management Systems, training of all employees across the Company is ensured through various training programs. The same is being monitored through internal audit teams and delegation of safety management up to the local level. Further, Emergency Response and Disaster Management Plan (ERDMP) of GSPL was accredited by the Third Party Agency as per the requirement of ERDMP regulations 2010 under PNGRB Act, 2006. ERDMP is being reviewed and updated regularly. Moreover, contractors'' adherence to Company''s QHSE policy is also assured through regular site visits and external audits. Contract employees are subjected to training programs like safety induction, defensive driving, personal protective equipment policy etc. Regular site visits ensure the enhancement of safety culture which has also ensured the safe commissioning of the new projects. To achieve the highest quality of safety systems, the Company has moved towards international recognition with the corporate membership of British Safety Council. The Company is proud to maintain its target of ''zero accident'' year with full commitment of its employees and management.

The Company is re-certified for Integrated Management Systems (ISO 9001:2008, ISO 14001:2004 & OHSAS 18001:2007) with validity till 30th October 2014. Effectiveness of these certifications is being assured through planned audits of the system. Continuous improvement is visible in various O&M systems. Preventive maintenance schedules are being adhered to with the updating of records. New accredited ERDMP is being submitted to statutory bodies. All conditions of accreditation letter are being adhered to. Effectiveness of ERDMP is verified through regular mock drills as per intervals identified by respective work bases.

To further enhance the benchmark of Safety Management Systems, your Company was audited by British Safety Council for Five Star safety audit for the second time. British Safety Council has awarded Five Star rating to O&M division after an extensive evaluation by the auditor from British Safety Council. Your Company has also bagged International Safety award for 2013 by British Safety Council for its HSE performance in 2012. Your company has successfully bagged International Safety Awards from British Safety Council for 3 Years continuously, based upon previous years'' HSE Performance.

FIXED DEPOSITS

During the year, the Company has not accepted any Fixed Deposits from the public.

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to make focused efforts for fulfilling its Corporate Social Responsibility, with the thrust areas being education, health & sanitation and public awareness.

DIRECTORS

Since last Director''s Report, Shri A K Joti, IAS (Retd.), Dr. Varesh Sinha, IAS and Shri N K Mitra ceased to be the Directors of the Company. Your Directors wish to place on record appreciation of the services rendered by them as the Directors of the Company.

Dr. Hasmukh Adhia, IAS, Prof. Yogesh Singh and Shri Yogesh B Sinha were appointed as Additional Directors to hold office till the ensuing Annual General Meeting. It is proposed to regularize their appointment in the 15th Annual General Meeting.

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Dr. R Vaidyanathan, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

A brief resume of the Directors retiring by rotation/seeking appointment at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and details regarding the companies in which they hold directorship,membership/ chairmanship of committees of the Board are given in the Corporate Governance Report forming part of this Directors'' Report.

STATUTORY AND C&AG AUDIT

As your Company is a Government Company, the Statutory Auditors are appointed by the Comptroller & Auditor General of India (C&AG). Accordingly, the C&AG has appointed M/s Jain Seth & Co., Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2012 - 13.

C&AG has given NIL comment report for the Financial Year 2012 — 13. The NIL comment report is enclosed herewith as Annexure — V.

COST AUDITORS

Your Company is required to carry out Cost Audit for "Gas Transportation" business as well as "Generation of Electricity Through Windmill" business from the Financial Year 2011 - 12 onwards pursuant to notification no. G.S.R. 870(E) & 871(E) dated 7th December, 2011 of Ministry of Corporate Affairs under Section 209(1) (d) & 233B of Companies Act, 1956.

Accordingly, Central Government has approved appointment of M/s R K Patel & Co. as Cost Auditor for Financial Year 2012 - 13 on recommendation by the Company for the said businesses. The Cost Audit Report for the Financial Year 2011 - 12 which was due to be filed in XBRL with the Ministry of Corporate Affairs on 28th February, 2013 was filed on 28th January, 2013. The due date for filing the Cost Audit Report for the Financial Year ended 31st March, 2013 is 27th September, 2013.

AUDIT COMMITTEE

Audit Committee of Directors of the Company at its meeting held on 30th May, 2013 approved the Annual Accounts for the Financial Year ended on 31st March, 2013 and recommended the same for approval of the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that,

(i) in the preparation of the annual accounts for the year ended 31st March, 2013 the applicable accounting standards read with requirements set out under revised Schedule VI to the Companies Act, 1956, have been followed along with proper explanation relating to material departures.

(ii) accounting policies are selected and applied 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 as at 31st March, 2013 and of profit of the Company for that period.

(iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities is taken.

(iv) the annual accounts are prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

This Annual Report contains a separate section (Annexure — I) on the Management Discussion & Analysis, which forms part of this Directors'' Report.

CORPORATE GOVERNANCE

Corporate Governance denotes the framework for companies to conduct their business in an ethical and responsible manner. It is determined primarily by the approach that a Company has towards its stakeholders as well as to the environment in which it operates. It stems from the belief and realization that corporate citizenship has a set of responsibilities, which must be fulfilled for a Company to progress and succeed over the long term.

The Company believes that good governance alone can deliver continuous good business performance. A Report on Corporate Governance as required under Clause 49 of the Listing Agreement is incorporated as a part of this Directors'' Report (Annexure — II). A Compliance Certificate by the Practicing Company Secretary is also attached to this Directors'' Report.

GSPL EMPLOYEES STOCK OPTION PLAN ("ESOP")

The Company has instituted the following ESOP Schemes as incentives to attract, retain and reward the employees, and to enable them to participate in the future growth and success of the Company.

1. GSPL Employees Stock Option Plan — 2005 (ESOP — 2005).

2. GSPL Employees Stock Option Plan — 2010 (ESOP — 2010).

Under the said ESOPs, each such Option has conferred a right upon the employee to apply for one Equity Share of the Company.

Auditors of the Company have certified that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by members.

Statutory disclosures regarding ESOP - 2005 and ESOP — 2010 are enclosed as Annexure - III & IV respectively to this Directors'' Report.

PARTICULARS OF EMPLOYEES

As per Notification issued by the Ministry of Corporate Affairs, the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to government companies. As your Company is a Government Company, the information has not been included as a part of the Directors'' Report.

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

Conservation of Energy

During the period under review, there is no consumption of energy requiring disclosure.

Technology Absorption

The Company has not imported any technology. However, the Company has engaged consultants/advisors of international repute to make available latest technology for project implementation.

Foreign Exchange Earnings & Outgo

The Company has incurred Expenditure in Foreign Exchange to the extent of Rs. 1063.13 Lacs during the year under review. Foreign Exchange Earnings during the year were NIL.

ACKNOWLEDGEMENTS

The Directors appreciate the continued support received from the valued customers and look forward to this mutually supportive relationship in future.

The Directors place on record their deep appreciation to employees of the Company at all levels for their hard work, dedication and commitment without whose contribution the excellent performance of the Company would not have been possible.

The Directors are extremely grateful for all the support given by the Government of Gujarat at all levels. Their guidance, encouragement and moral support have enabled the Company to expand the pipeline network in a professional manner.

The Directors also wish to place on record the sincere thanks to PNGRB and other regulatory authorities at Central and State level for the continuous support extended to the Company.

The Directors place on record their sincere thanks to the Promoters, Shareholders and Lenders for their valuable support, trust and confidence reposed in the Company.

For and on behalf of the Board of Directors,

M M Srivastava, IAS (Retd.)

Chairman

Date: 23rd August, 2013

Place: Gandhinagar

 
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