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Directors Report of Petronet LNG Ltd.

Mar 31, 2023

On behalf of the Board of Directors, it is our privilege and honour to present the Twenty-fifth Annual Report along with Audited Standalone and Consolidated Financial Statements and Independent Auditors'' Report thereon for the financial year (FY) ended 31st March 2023.

Physical Performance Terminal Operations

Like the financial year 2021-22, this financial year (2022-23) was also an extremely challenging year for entire oil and gas industry. While the economies were still recovering from the aftermath of COVID-19, a new factor in the form of geopolitical disturbances emerged that caused a severe impact on Natural Gas and LNG supplies. Besides disruptions in the supply chain, unprecedented volatility in the prices of Natural Gas was also witnessed. The prices, however, reflected some decline along with increased stability in the fourth quarter.

Dahej LNG Terminal

Despite high volatility in the LNG prices and energy supply related challenges, Dahej LNG Terminal having a name plate capacity of 17.5 MMTPA, operated at 77.8% capacity, achieving a throughput of 13.61 MMTPA during the FY 202223, which in terms of energy, is equivalent to 703.4 TBtus. These numbers are against a throughput of 15.32 MMTPA (87.5%), equivalent to 792.9 TBtus achieved during the FY 2021-22.

In another significant development, the QA/QC lab of Dahej terminal received the prestigious NABL (ISO 17025) accreditation in August 2022, adding another feather in the decorated cap of the terminal. ISO (17025) certification by NABL enhances the confidence of the stakeholders in testing/ calibration reports issued by the lab. Also, the accredited labs receive a form of international recognition, which allows their data and results to be more readily accepted.

Kochi LNG Terminal

Kochi Terminal having a name plate capacity of 5 MMTPA, operated at 0.93 MMTPA with a capacity utilisation of 18.6% during FY 2022-23, as compared to 1.04 MMTPA and 20.72% in FY 2021-22. In terms of energy, the terminal achieved a send out of 48.2 TBtus as compared to 54.0 TBtus in FY 2021-22.

In terms of cargo handling, during the FY 2022-23, the terminal handled 212 LNG Cargoes as compared to 232 LNG cargoes in the previous financial year.

This year again, Dahej Terminal''s truck loading operations demonstrated a significant increase with 6987 trucks dispatched during FY 2022-23 as compared to 4041 trucks during the previous year exhibiting a growth of around 73%. The terminal achieved a record of loading 34 LNG trucks on a single day on 17th March 2023.

During FY 2022-23, Kochi Terminal has handled 14 LNG cargoes as compared to 16 LNG cargoes in FY 2021-22 and supplied 48.25 TBtus of RLNG as compared to 54.03 TBtus in FY 2021-22.

On LNG truck loading front, Kochi terminal also witnessed substantial increase in LNG supplied by road tankers. The terminal loaded 1494 LNG trucks during FY 2022-23 as compared to 471 LNG trucks during FY 2021-22 i.e., registering a remarkable increase of over 217%. To cater this growing demand of LNG by road tankers on southern part of India, the company has installed and commissioned an additional TLF skid at Kochi. The terminal loaded highest number of 11 trucks on a single day on January 26, 2023.

Shipping Arrangements

Your Company imports 7.5 MMTPA of LNG on Free on Board (FOB) basis, from Ras Laffan, Qatar through its three long term chartered LNG vessels namely Disha, Raahi and Aseem. The duration of the charter is 25 years for each vessel. A consortium of M/s NYK Line, M/s K-Line, M/s MOL and M/s Shipping Corporation of India Ltd. (SCI), owns these vessels (with your Company owning a stake of 3% in the vessel Aseem), whereas technical management and manning of these vessels is carried out by M/s. SCI Ltd.

Supply of LNG from MARC (Exxon Mobil) is on Delivery Ex Ship (DES) basis and fourth long term-chartered LNG vessel "Prachi", where your company owns a stake of 26% along with balance stake by consortium of M/s NYK Line, M/s K-Line, M/s MOL and M/s Shipping Corporation of India Ltd. (SCI), was novated to Exxon Mobil in the year 2017-18.

Considering natural, commercial and energy security needs of the country, the shipping operation is planned and monitored closely to meet varying supply and demand cycle. Overall, the shipping operations during FY 2022-23 have run efficiently with utmost priority to safe operations and optimized fuel consumptions paying utmost regard to the environmental and economic aspects.

All scheduled cargoes from Ras Laffan, Qatar during FY 2022-23, were lifted, and transported through the above mentioned long term-chartered LNG vessels along with planned additional LNG vessels, that were hired from the spot market at competitive rate(s). Despite two planned dry dockings of vessels Aseem (38 days) and Raahi (45 days), a total of 112 voyages were made by these long term chartered LNG vessels during the FY 2022-23. The utilization of LNG jetties has also been optimized throughout the year without any downtime.

Your Company has proactively started the new environmental compliances of MARPOL, for its long-term chartered LNG vessels, namely Energy Efficiency Existing Ship Index (EEXI) and the annual operational Carbon Intensity Indicator (CII) and CII ratings, through its vessel operators.

During the FY 2022-23, your Company has also achieved two significant milestones of delivery of 100th LNG Cargo at Kochi LNG terminal on 3rd July 2022 and that of 3000th LNG Cargo at Dahej LNG terminal on 7th July 2022.

Financial Performance

During the FY 2022-23, your Company achieved highest ever turnover of Rs.59,899.35 Crore as against that of Rs.43,168.57 Crore in FY 2021-22, registering a growth of around 39%. Profit before tax (PBT) stood at Rs 4,334.54 Crore in FY 202223 as against Rs 4,473.82 Crore in FY 2021-22. Profit after tax (PAT) was Rs 3,239.94 Crore during FY 2022-23 as against Rs 3,352.36 Crore in FY 2021-22. The Company was able to achieve robust financial results owing to efficiency in its operations, despite high and volatile spot LNG prices during the year. Net worth of your Company has increased from Rs. 13,425.48 Crore as on 31st March 2022 to Rs. 14,934.74 Crore as on 31st March 2023, registering a growth of over 11%.

A summary of the comparative financial performance in the fiscal year 2022-23 and 2021-22 is presented below:

(Rs. in crore)

Particulars

For the year ended 31st March, 2023

For the year ended 31st March, 2022

Revenue from operations

59,899.35

43,168.57

Other Income

573.62

307.26

Total Revenue (A)

60,472.97

43,475.83

Salary & Other operating expenses

55,043.58

37,916.23

Finance Charges

330.51

317.33

Depreciation

764.34

768.45

Total Expenses (B)

56,138.43

39,002.01

Profit before tax & Exceptional Items

4,334.54

4,473.82

Exceptional Items

-

-

Tax expenses, including deferred tax

1,094.60

1,121.46

Profit after tax

3,239.94

3,352.36

Earnings (Rs.) per Share

21.60

22.35


Dividend

The Board of Directors of your Company has recommended a final dividend of Rs. 3 per equity share of Rs. 10/- each i.e. 30% of the paid-up Share Capital of the Company as at 31st March 2023. This is in addition to the Special Interim Dividend of Rs. 7 per equity share of Rs. 10/- each paid by the Company in December 2022. This is the 17th consecutive year for which your Company has recommended payment of dividend.

The final dividend shall be paid to the members, whose names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL as at the close of business hours on Friday, 18th August 2023 (Record date).

Your Company has duly approved Dividend Distribution Policy in place. The same is annexed to this Report and is also available on Company''s website at https://www.petronetlng.in/PDF/Dividend_Policy.pdf

Changes In Share Capital

There was no change in the Share Capital of the Company during the year. The Company has an Authorised Share Capital of Rs. 30,00,00,00,000/- (Rupees Three Thousand Crore) divided into 3,00,00,00,000 (Three Hundred Crore) Equity Shares of face value of Rs. 10/- (Rupees Ten) each and Paid-up Share Capital of Rs. 15,00,00,00,880/- (Rupees One Thousand Five Hundred Crore Eight Hundred Eighty) divided into 15,00,00,00,88 (One Hundred Fifty Crore Eighty-Eight) Equity Shares of face value of Rs. 10/- (Rupees Ten) each.

Ongoing Projects And New Business Initiatives

In the year 2021-22, your Company had set an ambitious target for itself, thereby formulating its vision and strategy document titled "1-5-10-40", setting the path for exponential growth and diversification. The Company aims at achieving an annual turnover of Rs. 1 lac crore in 5 years and Profit after Tax of Rs. 10 thousand crores with an investment of Rs. 40 thousand crore. The Company has initiated several expansion and diversification initiatives in line with its vision which are progressing as per the envisaged schedule. Some of the major such initiatives and their status is as under:

Ongoing Projects

Storage tanks at Dahej

To enhance the present LNG storage capacity of around 1 million CuM at Dahej terminal, construction of two additional LNG storage tanks of gross capacity of 1,85,000 CuM each has been taken up at a cost of approx. Rs. 1250 crore with a construction schedule of 36 months (September, 2024). The execution work of the tanks, which began in September,

2021 is in full swing, wherein a cumulative progress of over 70% has been achieved till March, 2023 which is ahead of contractual schedule.

Regas capacity expansion of Dahej

Your Company is also undertaking a highly cost-effective brownfield expansion of regassification capacity of Dahej Terminal from 17.5 MMTPA to 22.5 MMTPA at an estimated cost of Rs. 600 crore. The activities related to implementation of the project are progressing as per the envisaged schedule, with most of the supply related packages, already been awarded.

Third Jetty project at Dahej

Considering the increase in demand of Natural Gas in the country and proposed expansion of Dahej LNG terminal from 17.5 MMTPA to 22.5 MMTPA, your Company is implementing a unique third berth project, also at Dahej through an investment of about Rs. 1700 crore. The third jetty shall also have facilities to handle Liquified gases, namely ethane and propane besides LNG. The jetty has been designed to accommodate carriers of size 65,000 CuM to 266,000 (Q-Max) CuM. Activities related to award of major EPCC packages are in the advance stage.

Affordable Rental Housing Complex (ARHC)

As a reflection of your Company''s endeavour to operate as a socially conscious and responsible organization, it has undertaken construction of 1500 Dwelling units under Affordable Rental Housing Complex (ARHC) scheme, which strives to empower migrant workforce by providing them an affordable and dignified housing close to their workplace. The project is being implemented at an approximate cost of Rs. 100 crore with a schedule of 24 months. The construction work, which began in February 2023, is in full swing.

Gassing Up and Cooling Down (GUCD) Scheme at Kochi

To tap the niche business opportunity of gassing up and cooling down operations of LNG ships on sustainable basis, your Company has undertaken augmentation of GUCD facilities at Kochi terminal at a cost of approximate Rs.10 crore. The construction activities for the said scheme are in progress. Once completed, the facility would provide a competitive solution to prospective customers at Kochi LNG terminal.

Installation of additional Truck Loading Bay at Dahej and Kochi

Your Company intends to further fortify its position in growing Indian Natural gas market. In order to cater to the demand of LNG as fuel for Automotive, Industrial, Commercial, Institutional and CGD customers not connected through pipelines, your Company is augmenting its LNG truck loading facility by installing additional four TLF skids at Dahej and two TLF skids at Kochi, taking the number of TLF skids to eight and four, respectively. The estimated cost of the scheme is approx. Rs. 70 crore. While, orders for supply of TLF skids have already been placed, works for installation of the same is expected to commence shortly.

LNG storage and Regasification project at Gopalpur, Odisha

As a part of geographical diversification strategy, your Company aims to establish its presence in the Eastern Coast of India through setting up an LNG terminal at Gopalpur, Odisha with an initial capacity of 4 MMTPA at a cost of approx. Rs. 2300 crore. Pre-project activities related to various geotechnical investigation and surveys are in advance stage.

The company has also executed a binding Term Sheet in December 2022 with M/s Gopalpur Ports Limited to this effect.

Construction of office complex at Dwarka, New Delhi

A unique architectural ship-shaped design has been adopted for the twin tower office complex under construction at Dwarka, New Delhi at a cost of about rupees 150 crore. The twin towers will have a glass facade and are being constructed as per the norms complying with platinum rating of green building council. The construction of the office complex is in full swing with over 40% progress achieved as on March 31st, 2023.

New Business Initiatives

Petrochemical Complex at Dahej

Your Company is in the process of major diversification for the first time in last 25 years. With your support and trust, your Company has been progressing well on its plan for setting up of a propane based Petrochemical complex, adjacent to its Dahej LNG terminal.

Detailed Feasibility Report for the project including Propane Dehydrogenation (PDH) Unit (of capacity 750 KTPA), Poly Propylene (PP) Unit (of capacity 500 KTPA) along with Ethane and Propane import facility at Dahej is in the advance stage of completion. Your Company has already undertaken various pre-project activities including Licensor Selection for both PDH and PP, area development, compliance of ToR for environment clearance etc. Assurance of Raw water (RW) and Effluent discharge for the project from statutory authorities has also been obtained.

Integration of LNG terminal in terms of optimum usage of some of the existing utilities makes this project highly cost effective. The PDH unit of Company is also one of its kind in the world, where the cold energy of the existing LNG terminal is planned to be effectively utilized.

To secure the sourcing of feedstock for PDH unit, your Company has also completed the study for sourcing and shipping of propane at Dahej.

Long Term Sale of the Hydrogen, Ethane, Propane & Propylene

Your Company has also completed the study for sourcing and shipping strategy for Ethane at Dahej. Your Company is under discussions with prospective off-takers for the long-term sale of Hydrogen, Ethane, Propane and Propylene. This will make significant contribution to improve overall financial and operational performance of the integrated Petrochemical project. Your Company is also poised to be one of the largest third party propylene suppliers in India.

Overseas Project

A high-level delegation from Ministry of Petroleum and Natural Gas, Government of India and Top Management of leading Oil & Gas PSUs and Petronet LNG Limited visited Colombo, Sri Lanka to explore possibility of collaboration in hydrocarbon and energy related projects including development of LNG supply and infrastructure in Sri Lanka. Your Company is also evaluating various options to supply the LNG to Sri Lanka for meeting their upcoming gas based power plant(s) requirement as a stop gap arrangements and possibility for setting up FSRU based LNG terminal for supply of LNG to meet their long-term gas requirement.

Promotion of LNG as an Automotive Fuel

As a prudent business entity, a step towards making India a gas based economy and responsible corporate, augmenting efforts of India meeting COP-27 commitment, your Company is taking up initiatives to develop the small-scale LNG market in the Country and has been promoting the environment friendly LNG as a fuel for Medium & Heavy Commercial Vehicles (M&HCVs), mining equipment etc.

In its efforts to develop LNG as an automotive fuel, your Company has developed four (04) LNG Dispensing Stations on southern national highways in the first stage and these stations will be commissioned soon.

Further, your Company has also undertaken an exercise of identifying the locations for setting up additional 10 LNG stations along major national highways and initiated action for procurement of equipment for these 10 LNG Dispensing Stations.

MoU with Oil India Limited (OIL)

Your Company has executed a non-binding MoU with M/s Oil India limited (OIL) in January 2023 to explore areas of mutual

cooperation in the various fields but not limited to potential monetisation of onshore stranded gas reserves, Coal Bed Methane (CBM) blocks and its offtake, Hydrogen generation, Compressed Biogas (CBG) plants etc.

LNG terminal at International Container Transhipment Port (ICTP) at great Nicobar Island

Your Company is exploring the opportunity to cater to the LNG demand of Andaman and Nicobar Islands, LNG bunkering demand of Coastal shipping and marine traffic etc. through establishing a hub and spoke model for LNG supplies and a floating/land based small scale LNG terminal within proposed ICTP at Galathea bay in the Great Nicobar Island.

Setting up of Compressed Bio-Gas (CBG) Plants

Your Company is in the process of identification of Project Site in Haryana, Uttar Pradesh, Madhya Pradesh, Gujarat, Maharashtra, Odisha etc. for the setting up of the CBG Plants. Further dialogue has been initiated with various Government and other bodies for facilitation w.r.t allocation of land, feedstock arrangement etc. Your Company has executed a non-binding MoU with M/s Oil India Limited (OIL) to explore areas of mutual cooperation in the various fields including CBG plants. Preliminary joint due diligence activity with M/s OIL is undergoing.

Green Hydrogen Initiatives

Your Company is also exploring venture into Green Hydrogen value chain for which, dialogues have been initiated with various business partners such as consultants, technology providers, electrolyser manufacturer etc. Your Company is planning to undertake various business pre-feasibility studies

which would pave way for venturing into Green Hydrogen sector.

Health, Safety & Environment (HSE)

Your Company is committed to conduct business with a strong environment conscience, ensuring sustainable development, safe workplaces, enrichment of the quality of life of its employees, customers, and the community at large. As a result, it always initiates proactive measures to monitor compliance statutes and procedures.

As a part of Integrated Management System, terminals have been re-accredited with ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 and ISO 55001:2014 standards for Quality, Environment, Occupational Health and Safety and Asset Management Systems.

With high commitment towards safety, Dahej terminal achieved a cumulative 23.17 safe million man-hours without Lost Time Incident as on 31st March, 2023.The corresponding number for Kochi terminal is 0.38 million man-hours.

The Company has a well-defined policy on Quality, Health, Safety, Environment, and Asset Management. Given the inherent hazards in the oil and gas industry, ensuring safe and environmentally responsible operations becomes even more crucial. The Company has undertaken various initiatives to inculcate safety culture, incorporate safe practices, raise awareness about emergencies, and provide safety training to both, its employees and contract workers working within the terminals, aiming to ensure safety of operations and the local community. Your Company has conducted 7 numbers of local community training programs in and around the local villages of Dahej and Kochi terminal on topics related to LNG hazards, emergency preparedness plan, fire safety awareness, health related topics etc.

Furthermore, your Company has implemented various measures to prioritize employee health and well-being as well as to maintain integrity of its physical assets, ensuring uninterrupted operations of the terminals. Regular firefighting mock drills with incidents involving varying scenarios are conducted at both the terminals. These drills are a testimony to the readiness of employees and equipment in dealing with an untoward situation, if it so arises. A full-fledged marine related emergency mock drill (level-1) involving LNG carrier (ship) and tugboats was conducted at jetty of Dahej terminal, to assess terminal''s preparedness for marine-related emergencies. To further strengthen its safety management system, the Company has also become

a member of British Safety Council (BSC) and has begun the process for conducting its Five-star safety audit at both terminals.

The Company has accorded utmost importance to the Technical & Safety Audits (internal and external) in both the terminals. Efforts are made by both terminals to comply the audit recommendations in a time bound manner.

Fire & Safety mock drill at PLL Dahej LNG Terminal on 23rd December 2022

All the External Safety Audits (ESA) points of Oil Industry Safety Directorate (OISD) audits have been liquidated in a time bound manner. Apart from this, the Company has initiated "Help each other audit" conducted by cross functional teams of Dahej and Kochi terminals on annual basis, which facilitates in sharing of the best practices adopted at any location. The Company also accords highest priority to a safe work culture at its project sites. It has also initiated Project Safety audits (external and internal) at the construction site of new LNG tanks at Dahej terminal. The Dahej LNG tanks project site has achieved accident-free 3.36 million manhours as on 31st March 2023, since the construction began in September 2021 demonstrating commitment towards safety for all stakeholders in its work culture.

Details of Subsidiary / Joint Venture / Associate Companies

1) Adani Petronet (Dahej) Port Ltd. (Formally known as Adani Petronet (Dahej) Port Private Ltd.)

A Solid Cargo Port through a Company named Adani Petronet (Dahej) Port Ltd. (APDPL), had commenced its operations in August 2010 at the Dahej Port. The Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer etc. Your Company has a 26% equity in this Company and the balance equity is held by the Adani Ports and SEZ Ltd. APDPL is a joint venture(JV) of your Company.

Financial Performance of the Joint Venture (JV) Company is as follows:

(Rs. in crore)

Particulars

For the year ended 31st March, 2023

For the year ended 31st March, 2022

Revenue from operations

613.81

424.49

Profit (loss) from continuing operations

390.20

186.77

Other comprehensive income

5.06

(2.09)

Total comprehensive income

395.27

184.68

Company''s share of total comprehensive income (26%)

102.77

48.02

(Rs. in crore)

Particulars

For the year ended 31st March, 2023

For the year ended 31st March, 2022

Revenue from operations

238.43

239.22

Profit / (loss) from continuing operations

140.62

192.64

Other comprehensive income

-

-

Total comprehensive income

140.62

192.64

Company''s share of total comprehensive income (26%)

36.56

50.09

2) India LNG Transport Co. (No. 4) Private Limited (''ILT4'')

India LNG Transport Co. (No. 4) Private Limited (''ILT4'') is Joint Venture (JV) of your Company with a shareholding of 26% equity. ILT4 is the owner of vessel MT Prachi and is primarily engaged in transportation of LNG. It is one of your Company''s strategic investments and has the principal place of business in Singapore.

Financial Performance of ILT-4 is as follows:-


3. Petronet LNG Foundation

Petronet LNG Foundation (PLF), a Company Limited by Guarantee, has been promoted by your Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of your Company.

Your Company undertakes to contribute to the assets of the company in the event of its being wound up while it is a member or within one year afterwards, for payment of the debts or liabilities of the company contracted before it ceases to be a member and of the costs, charges and expenses of winding up, not exceeding a sum of Rs 1,00,00,000/- (Rupees One Crore Only). Petronet LNG Foundation is facilitating your Company to comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder.

4. Petronet Energy Limited

Petronet Energy Limited (PEL), was incorporated as a wholly owned subsidiary of your Company on 26th February, 2021 with authorized share capital of Rs 500 crore and issued share capital of Rs 10 crore with an objective to pursue business operations in the areas of LNG Bunkering, Gassing up and/ or Cool down (GUCD) of LNG ships, supply of heel quantity to LNG vessels and other allied services.

PEL has set up a unit at Puthuvypeen SEZ (PSEZ) on 27th July, 2022, which has also obtained all necessary regulatory approvals to start the operations at PSEZ. The strategic location of Kochi terminal is considered a potential location for refueling of vessels on the East-West shipping trade route and is also considered as a suitable location for carrying out GUCD operations.

PEL, as the only entity in India having the expertise to carry out GUCD activities, has subsequently carried out its maiden operation of GUCD of one LNG vessel at Kochi LNG Terminal, thus earning net foreign exchange (NFE) as per SEZ requirements.

5. Petronet LNG Singapore Pte. Ltd.

Your Company envisages to be a Global LNG player and has thereby incorporated a wholly owned subsidiary company "Petronet LNG Singapore Pte. Ltd." (PLSPL) on 7th March 2022. PLSPL has been incorporated to carry out business/activities, including but not limited to purchase of LNG on long, spot and short-term basis and sale of LNG, trading of LNG to Indian and foreign companies, optimization and diversion of LNG under its portfolio, carry out hedging, investments in overseas ventures etc. PLSPL has issued share capital of Rs 0.41 crores (50,500 shares) to your Company.

Conservation of Energy and TechnologyAbsorption

Conservation of Energy

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation in order to ensure optimum conservation of energy and absorption of technology.

Your company has undertaken following other major steps:

• Plants are using best technology and optimization practices for energy conservation, particularly with respect to captive power generation vs. grid power utilization.

• Studies have been undertaken to optimize the fuel consumption of its three long term-chartered ships. The recommendations of the study are under implementation. Initial results are highly encouraging.

• Plant''s cold energy is being used for air conditioning of buildings and cooling in Nitrogen Generation.

• Company is installing rooftop mounted solar panels at Dahej and Kochi terminals to reduce carbon footprints and contribute to renewable energy drive of the country.

Research & Development

Petronet LNG is committed to promotion of clean energy thus helping the nation to achieve its Net Zero goals by 2070. Promoting LNG as a transition fuel, is one of such steps in this direction. Previously, various initiatives such as usage of LNG as fuel in fishing boats, trial running of buses on LNG in collaboration with KSRTC, etc. have been successfully undertaken to the optimum extent. Harnessing of cold energy has been identified as one of the priority areas for the company. Studies are being undertaken to integrate the

cold energy available at Dahej LNG Terminal with upcoming Petrochemicals complex. Preliminary studies indicate that a significant energy savings can be achieved.

The Company through NIT Surathkal, is working on a project to study the catalytic steam reforming process for generating hydrogen gas from organic waste. It offers a sustainable solution for addressing food waste and contributes to a more environmentally responsible future.

Petronet on Mission LiFE

The Government of India introduced Mission LiFE at UN Climate Change Conference of the Parties (COP26) in Glasgow, promoting mindful and deliberate utilization of resources. The company is fully committed to this concept and has already undertaken and planned several steps to support Mission LiFE as given below:

• Conducted a mass plantation drive at both terminals on various occasions including World Environment Day.

• Developed green belt in and around the premises in Dahej & Kochi terminals.

• Mangrove plantations covering over 1150 hectares along the coast of Gujarat and Kerala.

• Zero Liquid Effluent discharge at both the Terminals.

• Solar production of 360kWp and plans to increase to 560 kWp further in the FY 2023-24.

• Development of 4 LNG fuel buses for employee transportation, reducing emissions by approximately 1820% as compared to diesel buses.

• Rainwater harvesting at Kochi LNG Terminal during FY 2022-23 is over 87,000 m3.

• Successfully conducted an awareness session on the environment for its employees and nearby community.

Awards & Recognitions

Throughout the year, your Company has been honored with several prestigious awards and recognitions, acknowledging Company''s dedication to excellence, innovation, commitment to reduce workplace injuries and implementations of the best Organization''s Occupational Safety & Health (OSH) practices. These accolades are a testament to commitment to excellence and the hard work of the Company. Some of the notable awards and recognitions received during the FY 2022-23 include:

• Dahej terminal received "3rd Level Award: SURAKSHA PURASKAR (Bronze Trophy)" from National Safety Council, India in the category Manufacturing sector for the year-2022 for the first time;

• British Safety Council-International Safety Awards 2023 for its Dahej Terminal. The award signifies first time recognition by an institute of international repute;

• LNG Company of the Year Award -2022 from ET Energy World;

• CSR India Award 2022 by Greentech Foundation, in the category "Outstanding achievements in employment enhancing Skills" for undertaking Skill Development and Training Programme in Plastics Technology with CIPET that has trained more than 800 Youth with a placement of 86% candidates across several industries till date at multiple locations;

• Felicitation by the Clean Ganga Fund (CGF) and National Mission for Clean Ganga (NMCG) for the continuous support and valued contribution towards the one of the biggest environmental movements for conserving the national river, Ganga;

• CSR Times Award in Gold Category for its pivotal role in Nation building for the Project "Installation of PSA Oxygen Generation Plants to combat COVID - 19";

• "Best Overall excellence in CSR Award" by ET Ascent for meaningful CSR Programs and making contributions to the Society at large, in December, 2022

Adequacy of Internal Financial Controls with Reference to the Financial Statements

The Company has a robust system of the Internal Financial Controls (IFC) and its monitoring. The IFC framework and the Risk Matrix for various business processes are in place and are reviewed consistently by the management and Audit Committee. Independent professional agency is engaged for IFC testing. The IFC system ensures compliance of all applicable laws and regulations, optimum utilisation and safeguard of the Company''s assets and accuracy / completeness of financial records/reports.

Corporate Social Responsibility (CSR)

Your Company recognizes its profound responsibility towards society and continues to actively contribute to social development causes. With a renewed focus on our social goals, the Company has adopted a structured approach to improve access to quality healthcare, enhance educational and skill development facilities, support environmental initiatives, empower women and uplift communities in need across different regions in the country.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report covering initiatives undertaken with respect to environmental, social and governance perspective has been prepared in accordance with the directives of SEBI and forms a part of the Annual Report.

Foreign Exchange Earnings and Outgo

Your Company''s foreign exchange earning was Rs 57.76 crore and foreign exchange outgo was Rs. 53,248.40 crore during Financial Year 2022-23.

Your Company has implemented a comprehensive strategy that encompasses short-term, medium-term and long-term CSR initiatives, ensuring our resources are channelled in an organized manner to achieve maximum socio-economic impact. In line with the social objectives, your Company has identified several projects in key areas such as Healthcare & Sanitation, Education & Skill Development, Promotion of Art & Culture, Heritage Development, Animal Welfare, Environment & Sustainability, Welfare of the Divyangjan, Gender Equality and Rural Development. The annual CSR budget is being allocated progressively and sustainably towards these initiatives.

has successfully undertaken various impactful projects across the nation.

While targeting CSR obligations all the projects are carefully selected giving utmost importance to quality of spending, wider reach and sustainability aspect. Most of the projects have been outstanding in their overall impact and reach. Some of the impactful CSR projects taken up by your Company in different sectors in the FY 2022-23 are mentioned below:

a) Healthcare & Sanitation:

> Running Mobile Medical Vans in Rural & Urban Areas of Gujarat, Kerala, Delhi and Uttar Pradesh;

> Installation of eye care medical equipment at a Charitable Eye hospital in Delhi;

> Running Women - Centric Healthcare Centre in the aspirational District of Nuh, Haryana;

Further, in the FY 2022-23, an amount of Rs. 7.45 crore has been spent from UCSRA of 2021-22 and Rs. 3.44 crore has been spent from UCSRA of 2020-21 for ongoing multiyear projects. A total amount of Rs. 22.77 crore has been spent in the FY 2022-23 including the ongoing multiyear projects of the preceding two financial years.

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure I and form part of the Directors'' Report.

> Installation of CT Scan machine at the General Hospital (Ernakulam, Kerala);

> Construction of Sulabh Toilet Complex at Katra (Jammu);

> Various awareness camps on heath, sanitation, organ donation, prevention of TB etc;

> Provided medical equipment like incinerator, solid waste management facilities to hospitals;

> Strengthening of facilities for orphan/destitute old age patients, ration support to shelter homes etc.

b) Education and Skill Development:

> Petronet Kashmir Super 50, Jammu Super 30 and National Super 30 (Delhi) towards imparting residential coaching & counselling support to 110 underprivileged students for preparation of JEE examination;

> Skill Development training to 500 youth in Plastics Technology with CIPET (Central Institute of Petrochemicals Engineering & Technology) at Ahmedabad, Kochi, Dehradun, Murthal and Baddi;

> Running 200 Ekal Vidyalayas in rural Gujarat and Kerala;

> Construction of School Building for Government Primary School, Lakhigam Village, Gujarat;

Review of progress by CSR Committee of the Board at CIPET, Dehradun under PLL''s CSR Initiative

Your Company has established Petronet LNG Foundation (PLF), a Company Limited by Guarantee on 31st March 2017. PLF acts as the CSR arm of your Company, operating in accordance with the provisions of Section 8 of the Companies Act, 2013, and the rules made thereunder. The foundation

> Skill Training Programme to more than 700 economically weaker rural youth in tailoring in apparel sector, logistics, customer relationship manager etc. as per National Skill Development Corporation (NSDC) curriculum, across various locations;

> Many other programmes viz. School Health Check-Up, Installation of smart classrooms and computer labs, strengthening educational infrastructure in schools, sport facilities and playground etc. across various locations.

c) Art, Culture and Heritage Development:

> The mega heritage project towards the development of Vipassana Park at Kapilvastu, Siddarth Nagar, U.P.;

> Construction support to Purvasha Folk and Tribal Art Museum on the bank of Chilika at Barkul in Khurda district of Odisha;

> Various other projects like skill development workshop for promotion of Art & Culture in Gujarat, Rajasthan, Jammu and Kashmir.

d) Gender Equality & Women Empowerment:

> Distribution of sewing machines and imparting tailoring training to create self-employment for more than 2500 underprivileged women across locations in UP and Delhi/ NCR;

> Various women centric awareness camps across the nation.

e) Welfare of the Divyangjan:

> Sanctioned transportation facilities for economically challenged differently abled students to a special child school in Delhi;

> Arranged assessment and assistive devices distribution camps for blind and hearing impaired EWS people of Gujarat and Bihar.

f) Research & Development:

> Supported experimental study and lab facility for development & demonstration of Hydrogen production from food waste generated Biogas at National Institute of Technology (NIT) Surathkal.

g) Various other short-term projects have also been undertaken in the vicinity of the existing terminals at Dahej and Kochi, for the benefit of the immediate stakeholders.

The Corporate Social Responsibility Policy of the Company is available at the Company website on the following weblink:

https://petronetlng.in/PDF/CSR_Policy_27042015.pdf

Directors and Key Managerial Personnel (KMP)

Inductions and Cessation

The following Directors were inducted on the Board/ceased

to be Directors on the Board of the Company:

1. Shri Arun Kumar ceased to be Independent Director on the Board of the Company w.e.f. 09.04.2022 consequent upon completion of three years'' tenure on 08.04.2022.

2. Shri Manoj Jain, Chairman & Managing Director, GAIL (India) Limited (GAIL) and Nominee Director-GAIL on

the Board of the Company, ceased to be Director on the Board of the Company w.e.f. 01.09.2022 consequent upon his retirement from the services of GAIL upon attaining the age of superannuation.

3. Dr. Alka Mittal, Chairman & Managing Director, Oil and Natural Gas Corporation Limited (ONGC) and Nominee Director - ONGC on the Board of the Company, ceased to be Director on the Board of the Company w.e.f. 01.09.2022 consequent upon her retirement from the services of ONGC upon attaining the age of superannuation.

4. Shri Mahesh Vishwanathan Iyer, CMD (additional charge) and Director (BD), GAIL was appointed as Nominee Director (GAIL) w.e.f. 01.09.2022 until conclusion of 24th Annual General Meeting held on 21.09.2022. He was re-appointed as Additional Director (Nominee Director-GAIL) w.e.f. 22.09.2022. He ceased to be Director on the Board of the Company w.e.f. 21.10.2022 consequent upon withdrawal of his nomination by GAIL.

5. Shri Rajesh Kumar Srivastava, CMD (additional charge) & Director (Exploration), ONGC was appointed as Nominee Director, ONGC w.e.f. 07.09.2022 until conclusion of 24th Annual General Meeting held on 21.09.2022. He was re-appointed as Additional Director (Nominee Director - ONGC) w.e.f. 22.09.2022 and his appointment was regularized by the Members of the Company by way of postal ballot on 03.12.2022. He ceased to be Director on the Board of the Company w.e.f. 14.12.2022 consequent upon withdrawal of his nomination by ONGC.

6. Shri Sandeep Kumar Gupta, Chairman & Managing Director, GAIL was appointed as Nominee Director -GAIL on the Board of the Company w.e.f. 21.10.2022. His appointment was regularized by the Members of the Company by way of postal ballot on 03.12.2022.

7. Shri Arun Kumar Singh, Chairman & Managing Director, Bharat Petroleum Corporation Limited (BPCL) ceased to be Nominee Director - BPCL w.e.f. 01.11.2022 consequent upon his retirement from the services of BPCL upon attaining the age of superannuation.

8. Shri V R K Gupta, Director (Finance) (with additional charge of Chairman & Managing Director and Director (HR)), BPCL was appointed as Nominee Director-BPCL w.e.f. 01.11.2022. His appointment was regularized by the Members of the Company by way of postal ballot on

28.01.2023. He ceased to be Director on the Board of the Company w.e.f. 21.03.2023 consequent upon withdrawal of his nomination by BPCL.

9. Shri Muker Jeet Sharma, Indian Forest Officer (Retd.) was appointed as Independent Director on the Board of the Company w.e.f. 24.11.2022. His appointment was regularized by the Members of the Company by way of

postal ballot on 28.01.2023.

10. Shri Arun Kumar Singh, Chairman, ONGC was appointed as Nominee Director-ONGC w.e.f. 14.12.2022. His appointment was regularized by the Members of the Company by way of postal ballot on 28.01.2023.

11. Shri G. Krishnakumar, Chairman & Managing Director, BPCL was appointed as Nominee Director, BPCL w.e.f.

21.03.2023. His appointment was regularized by the Members of the Company by way of postal ballot on

10.06.2023.

12. Shri Sanjeev Kumar, Managing Director, Gujarat State Petroleum Corporation Limited (GSPCL) ceased to be Nominee Director -GMB/ GoG on the Board of the Company w.e.f. 01.04.2023 consequent upon withdrawal of his nomination by GSPCL.

13. Shri Milind Torawane, Managing Director, GSPCL was appointed as Nominee Director - GMB/ GoG w.e.f.

10.04.2023. His appointment was regularized by the Members of the Company by way of postal ballot on

10.06.2023.

14. The tenure of Shri Vinod Kumar Mishra, Director (Finance) of the Company was extended for a further period of two years w.e.f. 18.04.2023 on the existing terms and conditions by approval of the Members of the Company by way of postal ballot on 08.04.2023.

The Board placed on record its sincere appreciation for valuable services rendered and contribution made by Shri Arun Kumar - Independent Director, Shri Manoj Jain -Nominiee Director (GAIL), Dr. Alka Mittal - Nominiee Director (ONGC), Shri Mahesh Vishwanathan Iyer - Nominiee Director (GAIL), Shri Arun Kumar Singh - Nominiee Director (BPCL), Shri Rajesh Kumar Srivastava - Nominiee Director (ONGC), Shri V R K Gupta - Nominiee Director (BPCL) and Shri Sanjeev Kumar - Nominiee Director (GMB/GoG), Members of the Board during their association with the Company.

Reappointment

In accordance with the Articles of Association of the Company and as per statutory requirements, Shri Pankaj Jain, Chairman and Shri Shrikant Madhav Vaidya, Nominee Director - IOCL, would retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

Brief resume of directors seeking reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in your Company etc. as stipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given in the annexure

to the Notice of 25th Annual General Meeting.

Key Managerial Personnel

Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March 2023 were:

1. Shri Akshay Kumar Singh, MD & CEO

2. Shri Vinod Kumar Mishra, Director (Finance) and CFO

3. Shri Pramod Narang, Director (Technical)

4. Shri Rajan Kapur, Company Secretary

Annual Performance Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including Chairman of the Board. The evaluation of all the Directors, Committees, Chairman of the Board and the Board as a whole was conducted based on a structured evaluation process considering various aspects of the Board''s functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Compliances with respect to Independent Directors

Pursuant to Section 149(7) of Companies Act, 2013 and Regulation 25 of SEBI (Listing the Obligations and Disclosure Requirements) Regulations, 2015, declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors appointed by the Board are renowned experts in their fields which are required for the Directors in the context of the Company''s business for effective functioning such as Leadership, Technology & Operational experience, Strategic Planning, Financial, Regulatory, Legal and Risk Management, Industry experience, Research & Development and Global Business. Further, all the Independent Directors are complying with the provisions of Section 150 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Familiarization Programme and Training of Independent Directors

All new Independent Directors inducted to the Board attend an orientation program. The Company has well-defined training program for training to Board Members which inter-alia include the various familiarization programs in respect of

their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/ Committee meetings. The details of such familiarization programs have also been posted on the website of the Company at https://www.petronetlng. in/Familiarisation_Programme.php. Further, at the time of the appointment of Independent Director, the Company issues a formal letter of appointment outlining his/her roles, responsibilities, functions, duties, remuneration and other terms and conditions. The format of the letter of appointment is available on the website of the Company.

Extra Ordinary General Meeting

During the year, no Extra Ordinary General Meeting was held.

Number of Meetings of the Board of Directors

During the year, nine Board Meetings were held and the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographic backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out approach to diversity. The policy is available at the website of the Company at https://www.petronetlng.in/PDF/PolicyDiversity.pdf

Audit Committee

The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.

Separate Meeting of Independent Directors

As per statutory requirements, the Company arranges for separate meetings of Independent Directors every year and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.

Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013

In compliance with the provisions of the Companies Act, 2013, the details of investments made, and loans/guarantees provided as on 31st March 2023 are given in the respective Notes to the financial statements.

Insurance

The Company has taken Directors'' and Officers'' liabilities insurance as well as appropriate insurance for all assets against foreseeable perils.

Significant and Material Orders Passed by Regulators or Courts

There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Company''s future operations.

Particulars of Contracts or Arrangements with Related Parties (RPTs)

In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has a comprehensive Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions. The existing Policy was reviewed and approved by the Board in line with amendments in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and made effective from

23.03.2023. The Policy is available on the website of the Company.

The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in Section 188 (1) of the Companies Act, 2013 is annexed to this report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements.

Particulars of Employees Pursuant to Section 197 of the Companies Act, 2013

Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are attached to this Report.

Disclosures Pursuant to Section 197(12) of the Companies Act, 2013

The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors'' Report and is annexed herewith.

Human Resources

Your Company takes pride in its highly motivated and competent Human Resource that has contributed its best to bring the Company to its present heights. Employees are the driving force behind the sustained stellar performance of your Company over all these years of Company''s ascendancy. As a commitment towards your Company''s core values, employees'' participation in Management was made effective based on mutual respect, trust and a feeling of being a progressive partner in growth and success. Both employees and management complemented each others efforts in furthering the interest of your Company as well as its stakeholders, signifying and highlighting overall harmony and cordial employee relations prevalent in your Company. No man days were lost due to strike or lock-out. As on 31st March, 2023 there were 523 employees including 3 Wholetime Directors (as on 31st March, 2022, 519 employees including 3 whole-time Directors).

various international Conferences and Seminars like ADIPEC, GASTECH, World Petrochemical Conference, CERAWeek, World LNG Summit etc. to prepare them to adapt with changes in global LNG landscape.

The Company also made strides towards development of employees through systematic training interventions for which the company partnered with IIM- Lucknow, IIM-Udaipur, IIM-Indore and IIM-Shillong to develop and impart custom made behavioral training modules. Apart from this, the Company continued nominating its employees to specialized functional skill enhancement trainings from across all the locations to different parts of India. During the year, the Company also nominated its employees to

Silver Jubilee

Petronet family achieved a significant milestone when the company celebrated its 25th Foundation Day on 2nd April 2022 and to commemorate this occasion, PLL released a customized ''Mystamp'' to preserve this memory forever.

All the units of PLL celebrated this occasion with fanfare where employees'' family members also participated with lot of vigour and spirit.

Secretarial Audit

M/s A. N. Kukreja, Practicing Company Secretary (M. No. FCS 1070, CP No. 2318), was appointed by the Board of Director to conduct the Secretarial Audit of the Company for the financial year 2022-23 as required under Section 204 of Companies Act, 2013 and rules thereunder.

A Secretarial Audit Report for the Financial Year 2022-23 submitted by M/s A. N. Kukreja, Secretarial Auditor, is annexed with this report along with Management''s Reply on the Secretarial Audit Report for the FY 2022-23.

The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditors'' Certificate regarding compliance of conditions of corporate governance for the FY 2022-23, is annexed to this report along with Management''s Reply on the Auditors'' Report on the Corporate Governance Report for the FY 2022-23.

Management Discussion and Analysis

The Annual Report contains a separate section on Management Discussion and Analysis which is annexed with the Directors'' Report.

Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Industrial Relations

Your Company has a firm belief that Human Rights should be basic constituents of human behaviour which essentially drives various policies and practices in a company. We, therefore, do not discriminate between our employees and other manpower engaged in our work centres when it comes to facilities related to health, safety, and other amenities. We ensure that all the statutory guidelines are followed in their true spirit even for the manpower engaged by various service providers. Consequently, our IR environment is always congenial and since inception, there are zero instances of disharmony at any of our work locations.

Risk Management

Your Company has implemented a comprehensive Risk Management system that adheres to international standards,

providing a framework to proactively identify, analyse, manage and report risks across its entire value chain. The system includes ongoing risk assessments, prioritization, mitigation, monitoring and reporting.

Your Company''s approach is to ensure that risk management is applicable organization-wide and that risks are measured against their potential impact and likelihood. Your Company understands that risks are multi-dimensional and depend on both internal and external factors. Therefore, your Company addresses them in a holistic manner.

The Risk Management Policy provides clear guidance for identifying and quantifying risks, exploring mitigation measures, and managing risks without affecting your Company''s business objectives. Risks are periodically identified, quantified, prioritized and reported to the Management. Mitigation plans are reviewed and monitored quarterly and reported to the Risk Management Committee of the Board. The Committee oversees the implementation of the Risk Management Policy and procedures throughout the Company.

Risks are periodically reviewed and monitored by the Risk Management Committee of the Board and Audit Committee, before presenting them to the Board. Your Company assesses business risks, and their mitigation plans quarterly, to ensure effective risk management in the changing business environment and as it expands into new areas of business.

The Risk Management policy of your Company is regularly reviewed and amended/updated every two years based on SEBI(LODR) Regulations as amended from time to time.

By prioritizing risk management across your Company, it can proactively mitigate risks, ensuring the safety and success of its operations.

Details of Establishment of Vigil Mechanism

The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report, to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March 2023, no complaint was received under Vigil Mechanism and thus no complaint was pending as on 31st March, 2023.

Code of Conduct

The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior

Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by MD & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is available on the website of the Company.

Listing on Stock Exchanges

The Company''s equity shares are listed on the BSE Limited and National Stock Exchange of India Ltd.

Transfer of Amounts/Securities to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/ Unclaimed Dividend account for the financial years 2006-07 to 2014-15 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link https://www.petronetlng.in/cg.php.

Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more were also transferred to IEPF Suspense Account. Details of the same is available at website of the Company at the following link- https://www.petronetlng.in/cg.php.

Annexures Forming Part of Annual Report

The particulars of annexure forming part of this report areas

i inrlpr1

Particulars

Annexure

Annual Report on CSR Activities

I

Disclosure of Related Party Transactions in Form AOC-2

II

Particulars of Employees pursuant to 197 of the Companies Act, 2013 read with rules.

III

Secretarial Audit Report in Form MR-3

IV

Management Discussion & Analysis

V

Report on Corporate Governance

VI

Business Responsibility and Sustainability Report for the year 2022-23

VII

Other Disclosures

No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2022-23:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

During the financial year 2022-23, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and thus no case was pending as on 31st March, 2023. As a part of compliance to the above said act, Internal Complaints Committees (ICC) have been constituted to redress the complaints regarding sexual harassment.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

Statutory Auditors

M/s V. Sankar Aiyar & Co., Chartered Accountants, have been appointed by the Shareholders of the Company in the Annual General Meeting held on 21.09.2022 as Statutory Auditors for a tenure of 5 years, up to the Annual General Meeting to be held in 2027.

Auditors'' Report

The Auditors have submitted an unqualified report for the financial year 2022-23. No fraud has been reported by Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

Cost Auditor

As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by your Company.

The Board of Directors has appointed M/s Ramanath Iyer & Co., Cost Accountants (Registration. No. 000019) as the Cost Auditors of the Company for a period of 3 years, starting from Financial Year 2022-23 up to 2024-25.

Directors'' Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby states that:

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

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Green Initiatives

In light of various circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, the annual general meeting is being held through video conferencing. The Annual Report for the financial year 2022-23 is being sent through email and the same is also available at the website of the Company. MCA circular dated 05.05.2020 requires that the Company should facilitate the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company. In light of the MCA Circulars and better Corporate Governance, the Company has provided

facility to the shareholders through the depositories i.e. NSDL and CDSL and through its Registrar and Transfer Agent i.e. Bigshare Services Private Limited, to register their email addresses with the depositories or the Company for receiving the Annual Report for 2022-23 and other communications.

Accordingly, it is requested that Members who have not registered their email addresses, may kindly register the same.

Acknowledgements

The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re- gasified LNG, Auditors and Lenders for their whole-hearted co-operation and unstinted support.

The Directors of your Company also convey their gratitude to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.

The Board also appreciates the contribution of contractors, vendors and consultants in the implementation of various projects of the Company.

We wish to place on record our deep appreciation to employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

(Pankaj Jain)

Chairman

Place: New Delhi Dated: 29.08.2023


Mar 31, 2022

On behalf of the Board of Directors, it is our privilege and honour to present the Twenty-fourth Annual Report along with Audited Standalone and Consolidated Financial Statements and Auditors'' Report thereon for the financial year ended 31st March, 2022.

PHYSICAL PERFORMANCE DAHEJ LNG TERMINAL

India, like the rest of the world has also gone through an extremely challenging year 2021-22 for energy, especially Natural Gas and LNG. Despite the high LNG prices globally and energy supply related challenges, Dahej LNG Terminal having 17.5 MMTPA nameplate capacity, operated at about 15.32 MMTPA (87.5 %) during the FY 2021-22 as compared to 16.40 MMTPA (93.7 %) in the FY 2020-21. Despite all the odds, Dahej terminal achieved highest ever daily throughput of around 73 MMSCM on 03.07.2021.

During the financial year 2021-22, the Dahej Terminal handled 232 LNG Cargoes and supplied 792.9 TBTUs of RLNG as compared to 254 LNG cargoes and RLNG supplies of 849.24 TBTUs in previous financial year.

Dahej Terminal''s truck loading operations demonstrated significant improvement, on a cumulative note, 4040 trucks were loaded during the period April 2021- March 2022 as compared to 2852 trucks during the previous year i.e increase of around ~ 41.7% and loaded highest number of 25 trucks on a single day on 03rd January 2022.

Despite marginally lower capacity utilization during FY 2021-22, efficient operations of Dahej plant resulted in an improvement of ~ 2.4% in average specific power consumption as compared to that of previous financial year.

KOCHI LNG TERMINAL

Kochi Terminal having name plate capacity 5 MMTPA, operated at 1.04 MMTPA (20.7%) during the FY 2021-22, as compared to 0.90 MMTPA (18.09%) in the FY 2020-21. Also, Kochi terminal achieved highest ever throughput of 6.15 MMSCMD on 26.08.2021. The utilization of Kochi Terminal increased further during 2021-22, owing to commissioning of pipeline connectivity to Mangalore in year 2020 and other sections in year 2021 of GAIL''s Kochi-Koottanad-Bangalore-Mangalore Natural Gas pipeline, thereby connecting new customers on RLNG.

During the FY 2021-22 Kochi Terminal handled 16 LNG Cargoes as compared to 14 LNG Cargoes in FY 2020-21 and supplied 54 TBtus of RLNG as compared to 46.92 TBtus in FY 2020-21.

LNG was also supplied through trucks to various consumers in the absence of pipeline connectivity. Kochi Terminal''s truck loading operations also demonstrated significant improvement wherein, 471 trucks were loaded during FY 2021-22 as compared to 376 trucks during FY 2020-21 i.e. increase of around ~ 25.3%.

Also, trial run of marine fishing boat on dual fuel (LNG Diesel) has been successfully completed, which will pave the way for use of LNG in fishing boats and develop a new segment of gas

consumption in the country, which will have huge potential to contribute in making India gas-based economy.

SHIPPING ARRANGEMENTS

Your Company imports 7.5 MMTPA of LNG from Ras Laffan, Qatar on Free On Board (FOB) basis through its three long term chartered LNG vessels namely Disha, Raahi and Aseem. The duration of the charter is 25 years for each vessel. These vessels are owned by a consortium of M/s MOL, M/s NYK Line, M/s K-Line and M/s Shipping Corporation of India Ltd. (SCI). The technical management, manning and operations are carried out by SCI. The ships operate on a long-term time charter basis with Petronet as the charterer.

Supply of LNG from MARC (Exxon Mobil) is now on Delivery Ex Ship (DES) basis and fourth long term-chartered LNG vessel "Prachi" was novated to Exxon Mobil in the year 2017-18.

During FY 2021-22, the overall shipping operations have run smoothly and efficiently. The jetty utilization has been optimized without any downtime. All scheduled cargoes were lifted and transported through long term chartered vessels along with timely hiring of additional LNG vessels at competitive market rates.

FINANCIAL PERFORMANCE

During FY 2021-22, your Company achieved highest ever turnover, PBT and PAT. The turnover of FY 2021-22 stood at Rs.43,169 Crore as against Rs.26,023 Crore in FY 2020-21. PBT stood at Rs 4,474 Crore in FY 2021-22 as against PBT of Rs 3,968 Crore in FY 2020-21. PAT was Rs 3,352 Crore during FY 2021-22 as against PAT of Rs 2,949 Crore in FY 2020-21. The Company was able to achieve robust financial results owing to efficient commercial operations, in spite of high and volatile spot gas prices during the year. Net worth of your Company has increased from Rs. 11,649 Crore as on 31st March, 2021 to Rs. 13,425 Crore as on 31st March, 2022.

A summary of the comparative financial performance in the fiscal year 2021-22 and 2020-21 is presented below:

(Rs. in crore)

Particulars

2021-22

2020-21

Revenue from operations

43,169

26,023

Other Income

307

388

Total Revenue (A)

43,476

26,411

Salary & Other operating expenses

37,917

21,323

Finance Charges

317

336

Depreciation

768

784

Total Expenses (B)

39,002

22,443

Profit before tax & Exceptional Items

4,474

3,968

Exceptional Items

-

-

Tax expenses, including deferred tax

1,122

1,019

Profit after tax

3,352

2,949

Earnings (Rs.) per Share*

22.35

19.66

DIVIDEND

The Board of Directors of your Company has recommended a final dividend of Rs. 4.50 per equity share of Rs. 10/- each

i.e. 45% of the paid-up Share Capital of the Company as on 31st March 2022. This is in addition to Special Interim Dividend of Rs. 7 per equity share of Rs. 10/- each paid by the Company in December 2021. This is the 16th consecutive year for which your Company has recommended payment of dividend.

The final dividend shall be paid to the members, whose names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL as at the close of business hours on 5th July, 2022 (Record date).

Your Company has duly approved Dividend Distribution Policy ("The Policy") in place. The same is annexed to this Report and is also available on Company''s website at https://www. petronetlng.in/PDF/Dividend Policy.pdf

CHANGES IN SHARE CAPITAL

There was no change in the Share Capital of the Company during the year. The Company has Authorised Share Capital of the Company of Rs. 30,00,00,00,000/- (Rupees Three Thousand Crore) divided into 3,00,00,00,000 (Three Hundred Crore) Equity Shares of face value of Rs. 10/- (Rupees Ten) each and Paid-up Share Capital of Rs. 15,00,00,00,880/- (Rupees One Thousand Five Hundred Crore Eight Hundred Eighty) divided into 15,00,00,00,88 (One Hundred Fifty Crore Eighty Eight) Equity Shares of face value of Rs. 10/- (Rupees Ten) each.

NEW PROJECTS AND PLANS BUSINESS INITIATIVESSTRATEGIC PLANNING

During the year, your company set an ambitious target for itself, subsequent to which its vision and strategy document titled "1-5-10-40" was formulated, setting the path for exponential growth and diversification. The company aims at achieving an annual turnover of Rs. 1 lac crore over next five years and annual Profit after Tax of Rs. 10 thousand crore with investments of Rs. 40 thousand crore.

In order to meet this challenging target, your company also identified a need for optimization of the decision-making process for its Executives at various levels. Accordingly, the company undertook an extensive exercise to re-visit the existing "Delegation of Authority", wherein the executive powers were rationalized to align with its growing business needs.

Similarly, PLL also recognizes that strategic goals require harmony and alignment with the company''s HR Policies and practices, therefore, it became imperative to revisit the entire spectrum of HR Policies and align it with Industry best practices. In this endeavour, 39 HR Policies have been revised and implemented.

REGAS CAPACITY EXPANSION OF DAHEJ

Keeping in view of the expected growth in demand of LNG in line with the vision of Hon''ble Prime Minister to enhance the share of natural gas in Energy basket of the country from 6.7% to 15% by 2030, your company is undertaking a highly cost effective brownfield expansion of regas capacity of Dahej

Terminal from 17.5 MMTPA to 22.5 MMTPA at an estimated cost of approx. Rs. 600 crore.

STORAGE TANKS AT DAHEJ

Presently, Dahej terminal has six LNG tanks with a total storage capacity of approximately 1 million cubic meter. The same is being further augmented by way of construction of two additional LNG tanks each of 1,80,000 cubic meter capacity, at a cost of approx. Rs. 1250 crore. The construction work has commenced in September 2021 and is in full swing.

THIRD JETTY

In order to meet the growing demand of RLNG and to ensure sustainable operations at Dahej Terminal, your company has also undertaken the project of construction of third berth at Dahej at an approx. cost of Rs. 1700 crore. Besides LNG, the third berth shall also have the facilities to handle ethane- for catering to the demand of prospective customers, and propane- to be used as the feedstock for the proposed Petrochemicals plant.

AFFORDABLE RENTAL HOUSING COMPLEX (ARHC)

Your Company has undertaken construction of 1500 Dwelling Units (DUs) under Affordable Rental Housing Complex (ARHC) scheme for urban migrants/poor, under Pradhan Mantri Awas Yojana - Urban (PMAY-U) at an approx. cost of Rs. 100 crore at Eksal village in Bharuch district of Gujarat. The Primary aim of ARHC scheme is to develop and provide a section of migrant workforce, access to dignified and affordable rental housing close to their workplace and elevate their living conditions from staying in slums and unauthorized settlements.

GASSING UP AND COOLING DOWN (GUCD)

To tap the niche business opportunity of gassing up and cooling down operations of LNG ships on sustainable basis, your Company has undertaken augmentation of GUCD facilities at Kochi terminal. It would provide a competitive solution to prospective customers at Kochi LNG Terminal.

FORMATION OFWHOLLY-OWNED SUBSIDIARY-PETRONET LNG SINGAPORE PTE. LTD.

Your company envisages to be a Global LNG player and has thereby incorporated a wholly-owned subsidiary company '' "Petronet LNG Singapore Pte. Ltd." on 7th March 2022. Petronet LNG Singapore Pte. Ltd." has been incorporated to carry out business/activities, including but not limited to purchase of LNG on long, spot and short-term basis and sale of LNG, trading of LNG to Indian and foreign companies, optimization and diversion of LNG under its portfolio, carry out hedging, investments in overseas ventures etc.

PETROCHEMICAL COMPLEX AT PLL DAHEJ TERMINAL

Your company has plans for setting up of a Petrochemical complex based on imported propane at Dahej LNG Terminal. Your company is in the process of major diversification. Your Company has completed the Pre- Feasibility Report for setting up an integrated Petrochemical Complex including Propane

Dehydrogenation (PDH) Unit (of capacity up to 750 KTPA), 500KTPA Poly Propylene (PP) Unit and Ethane/ Propane import facility at Dahej. The import facility for Ethane and propane at Dahej terminal is a forward integration of our strategy as the same get synchronised with our upcoming third jetty project having provisioning for ethane and propane unloading facilities. Company''s available land bank at Dahej, sharing of some of the existing utilities and no additional infrastructure for transport of feedstock makes this project very cost efficient. Your Company has also completed the commercial due-diligence and results are very encouraging for initiating the Detailed feasibility Studies and other Pre-project studies. Your company is also exploring the option of setting up of propylene derivative complex (other than PP) in near future.

LNG STORAGE AND REGASIFICATION TERMINAL ON EAST COAST OF INDIA

With a strategic vision to establish our presence in the Eastern coast of India, your company plans to set up the FSRU based LNG terminal on East coast of India. The LNG terminal will cater to the increasing gas demand of the eastern and central part of the country. Your company has already completed Detailed Feasibility Report (DFR) for the 4 MMTPA FSRU based terminal with further scope for expansion to land based terminal of 5 MMTPA capacity.

SETTING UP OF COMPRESSED BIO-GAS (CBG) PLANTS

Your company has received 32 Letter of Intents for setting up of CBG plant across various parts of India primarily in Haryana & UP. Your company has submitted the proposal to Government of Haryana for allocation of land for setting up of CBG plants in 5 Districts (Sonipat, Jind, Karnal, Kaithal & Ambala). Parallelly, setting up of CBG plant in and around the Sugar Mills & Gaushala is also being explored.

OVERSEAS PROJECTS

Your company has been shortlisted as one of the potential bidders against Expression of Interest to the REOI (Request for Expression of Interest) floated by Rupantarita Prakritik Gas Company Limited (RPGCL), a subsidiary of Petrobangla for construction of Land-based LNG Re-gasification Terminal at Matarbari, Cox''s Bazar, Bangladesh on build, own, operate and transfer basis. Accordingly, RPGCL has issued the Request for Proposal (RFP) document to Petronet LNG Limited for submission of its Proposal. Your company is exploring carrying out requisite activities for bid-submission in this regard. Your company is also exploring the business opportunities in LNG value chain in Sri Lanka and in process of collaborating with potential counter part including Government of Sri Lanka.

LNG THROUGH TANKERS AND AS AN AUTOMOTIVE FUEL

As a prudent business entity, a step towards making India a gas based economy and responsible corporate augmenting efforts of India meeting COP-21 and COP-26 commitment, your Company is taking up initiatives to develop the small-scale LNG market in the Country and has been promoting the environment friendly LNG as a fuel for Medium & Heavy Commercial Vehicles (M&HCVs), mining equipments, etc.

In its efforts to develop LNG as an automotive fuel, your Company is focusing more on development of LNG dispensing eco-system on National highways in southern India in the initial stage. In this regard, four (04) LNG Dispensing Stations are under construction in Southern India and will be commissioned soon.

Further, your company is exploring locations along major national highways to setup LNG dispensing stations to develop market for LNG as an automotive fuel, which has huge potential to utilize 10-12 MMTPA of LNG over the years.

In order to cater to the demand of LNG as fuel for Automotive, Industrial & Commercial, Institutional, Inland Waterways, CGD sector not connected on main trunk line and Mining sector, your company is planning to setup LNG dispensing stations across India covering major highways on Golden Quadrilateral, East-West, North-South Corridors and setting up additional truck loading bays at Dahej and Kochi terminals.

HEALTH, SAFETY & ENVIRONMENT (HSE)

Your company is ensuring that both Dahej and Kochi terminals operate safely throughout the year. Your Company is committed to conduct business with a strong environment conscience, ensuring sustainable development, safe workplaces, enrichment of the quality of life of its employees, customers, and the community at large. Compliance of statutes and procedures are proactively monitored by the Company. The Company is having well defined policy for Quality, Health, Safety, Environment and Asset Management. Your Company has taken numerous steps to ensure health of employees and continue uninterrupted operations of terminals during pandemic. Employees were allowed to work from home during pandemic as per government guidelines issued from time to time. Also, a group of employees have been assigned the responsibility of interacting with employees or spouses of employees/ relatives for ensuring their well-being. As a step towards conservation of water, a plant for conversion of Air Heater Condensate water into potable water is successfully operating. Recently, a 100 KLD STP plant has been commissioned at Dahej terminal to treat sewage. Further, company has started periodical marine ecological survey around jetty to ensure no harm to existing living beings inside sea.

Your company''s commitment towards HSE has been recognised by statutory bodies and global HSE forums. Your company received "National Safety award in oil and gas (Large sector)" in 9th Global Safety Summit, "Safety award 2021" from Kerala Factories & Boilers, and award of "Best Performance of Safety Committee" from National Safety Council-Kerala Chapter.

DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES

1) Adam Petronet (Dahej) Port Private Ltd.

A Solid Cargo Port through a Company named Adani Petronet (Dahej) Port Private Ltd., had commenced its operations in August 2010 at the Dahej Port. Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer. PLL has a 26% equity in this Solid Cargo Company and the balance equity is held by the Adani group.

Financial Performance of Solid Cargo Joint Venture (JV) Company

(Rs. In Lac)

Particulars

For the year ended 31st March, 2022

For the year ended 31st March, 2021

Revenue from operations

42,449

29,231

Profit/ (loss) from continuing operations

18,677

8,681

Other comprehensive income

(209)

(157)

Total comprehensive income

18,468

8,524

Company''s share of total comprehensive income (26%)

4,802

2,216

Financial Performance Position of ILT4

(Rs. In Lac)

Particulars

For the year ended

31st

December

2021

For the year ended

31st December 2020

Revenue from operations

23,922

24,834

Profit / (loss) from continuing operations

19,264

(1400)

Other comprehensive income

-

-

Total comprehensive income

19,264

(1400)

Company''s share of total comprehensive income (26%)

5,009

(364)

2) India LNG Transport Co. (No. 4) Pvt. Ltd. (''ILT4'')

India LNG Transport Co. (No. 4) Pvt. Ltd. (''ILT4'') is joint venture of your Company with 26% ownership interest. ILT4 is the owner of vessel MT Prachi and is primarily engaged in transportation of LNG. It is one of the Company''s strategic investments and has the principal place of business in Singapore.

3. Petronet LNG Foundation

Petronet LNG Foundation, a Company Limited by Guarantee, has been promoted by the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of the Company. Petronet LNG Limited undertakes to contribute to the assets of the company in the event of its being wound up while it is a member or within one year afterwards, for payment of the debts or liabilities of the company contracted before it ceases to be a member and of the costs, charges and expenses of winding up, not exceeding a sum of Rs 1,00,00,000/- (Rupees One Crore Only). Petronet LNG Foundation is facilitating the Promoter to comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder.

4. Petronet Energy Limited

Petronet Energy Limited (PEL) is incorporated as wholly-owned subsidiary company of Petronet LNG Ltd on 26th Feb 2021 with authorized share capital of Rs 500 crore and issued share capital of Rs 10 crore PEL will pursue operations in the areas of LNG Bunkering, Gassing up and/ or Cool down (GUCD), supply of heel quantity to LNG vessels and other allied services.

5. Petronet LNG Singapore Pte Ltd

The Company has formed new wholly owned subsidiary Company Petronet LNG Singapore Pte Ltd (registered in Singapore) on 7th March 2022.

conservation of energy and technology absorption

Conservation of Energy

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, your company has undertaken following major steps:

• Plants are using best technology and optimization practices for energy conservation.

• Plant cold energy is being used for air conditioning of buildings and cooling in Nitrogen Generation Plant.

• Company is installing rooftop mounted solar panels at Dahej and Kochi terminals to reduce carbon footprints and contribute to renewable energy drive of the country.

• Energy efficiency of both terminals have improved by optimizing the plant operations.

Research & Development

To promote LNG, the cleanest fossil fuel, in new segments, your company has undertaken field trials in the fishing boat and road transportation sectors. The trial of fishing boat on dual fuel i.e. LNG and diesel, in association with Kerala Development and Innovation Strategy Council and ICAR- Central Institute of Fisheries Technology, Kochi has been undertaken. This innovation is likely to open up a huge opportunity for introduction of cleaner fuels in the vast fisheries sector and other marine applications.

Two LNG buses each deployed for commuting of local employees at Dahej and Kochi Terminals are running successfully. During the year, the two buses at Kochi were provided to KSRTC for conducting long haul extensive commercial trial runs for a period of over four months. The buses were deployed on the busy Kochi-Thiruvantapuram and Kochi-Calicut routes. Encouraging results were obtained at both the locations.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company''s foreign exchange earning was Rs. 29.38 crore and foreign exchange outgo was Rs.35,956 crore during Financial Year 2021-22.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a robust system of the Internal Financial Controls (IFC) and its monitoring. The IFC framework and the Risk Matrix (RCM) for various business processes are in place and are reviewed by the management and Audit Committee continuously. Independent professional agency is engaged for IFC testing. The IFC system ensures compliance of all applicable laws and regulations; optimum utilisation and safeguard of the company''s assets; and accuracy and completeness of financial records/reports.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company fully understands its responsibility towards the society and has been constantly striving and contributing its bit towards causes leading to Social Development. In its endeavour to be more focused towards its social goals, the Company has developed a structured approach to enhance access to quality healthcare, enrich the lives of communities in need, empowering women, environmental causes and enhance the educational facilities across geographies in the Country.

The Company is implementing short-term, medium-term, and long- term strategy to channelize the resources in an organized manner to derive maximum socio-economic impact from the targeted approach. In line with its social goals as enumerated above, the Company has identified several projects in the areas of healthcare, education, eradicating hunger, skill development, sports, arts and culture, infrastructure development projects,

empowering women and ensuring environmental sustainability, etc. where your Company will spend the annual CSR budget in a progressive and sustainable manner.

In terms of provisions of Companies Act 2013, an amount of Rs 6909.21 Lakh was required to be committed on CSR activities in Financial Year 2021-22 which was complied. Company has spent an amount of Rs 5218.60 Lakh and provisioned for transfer of an amount of Rs 1690.61 Lakh to unspent CSR account (UCSRA) for projects under progress, in accordance with the Companies Act, 2013 read with the CSR Amendment Rules. Further in FY 2021-22, an amount of Rs 1157 Lakh has been spent from UCSRA 2020-21 for ongoing multiyear projects and an amount of Rs 1254.57 Lakh was transferred to Schedule VII funds.

Your Company has been making constant efforts to reach optimum level of CSR expenditure resulting in tangible positive impact on society and has made commendable improvements over the previous years in terms of both spending as well as number of CSR projects taken up. Also, the company has stood by the nation against the unprecedented crisis due to the outbreak of the COVID -19 by taking up several initiatives time to time. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure B and form part of the Board Report.

Further, Petronet LNG Foundation (PLF), a Company Limited by Guarantee, has been incorporated on 31st March 2017 by Petronet LNG Limited (PLL) as a promoter of the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder, and acts as the CSR Arm of PLL. PLF is facilitating the promoter to comply with its CSR under

provisions of Section 135 of Companies Act, 2013 and rules made thereunder. It has already taken up some high impact projects and is in the process of finalizing projects/ programmes with higher project cost and impact. While all CSR projects have been carefully chosen giving utmost importance to quality of spending instead of just meeting the obligations, some projects have been outstanding in their impact.

In Healthcare and Combatting Covid -19, PLL Installed and commissioned 13 PSA Oxygen Generation plants i.e. 10 nos. of capacity 1000LPM each and 3 nos. of 500 LPM each, at various government hospitals in Delhi (3 nos.), Karnataka (6 nos.), Kerala (2 nos.) and Odisha (2 nos.), supplied 1,000 oxygen concentrators and 1,000 oxygen cylinders, supported the expansion of the 35-bedded charitable hospital run by Swami Vivekanand Health Mission Society (SVHMS) at Dharmawala, Dehradun, installed centralized Oxygen supply system in 7 Government Healthcare Institutions in Kerala, Conversion of 14 ICU Beds at General Hospital, Ernakulam and launched 5 nos. equipped Mobile Medical Units (Vans) at Delhi (2), Dahej (1), Kochi (1) & Sonbhadra (1) for the Healthcare requirements of the masses and rural population.

In Education & Skill Development sector, PLL is supporting Skill Development Training of 400 Youth with CIPET (Central Institute of Petrochemicals Engineering & Technology) in Plastics Technology at Ahmedabad & Kochi, skill training for job roles as Sampling Tailor in Apparel Sector for 480 youths with Apparel Made-ups and Home Furnishing Sector Skill Council (AMHSSC) in Varanasi (UP), providing e-tablets to the 750 teachers at Schools run by South Delhi Municipal Corporation (SDMC) and development of Govt. Primary School at Luvara Village, Bharuch- Gujarat. Petronet Kashmir Super-30 program prepares underprivileged students of Kashmir to overcome various social and other disadvantages and helps them to compete with the best for admission into the premier engineering institutions like IITs and NITs by providing quality coaching and guidance.

In Welfare of War Windows and Women Empowerment sector, PLL completed construction of 48 Widow Quarters for BSF (Gandhinagar, Bikaner, Amritsar and Gurdaspur) while construction of 24 Widow Quarters for CRPF (Lucknow) is under progress, enhanced livelihood opportunities by providing sewing machines and imparting tailoring training to 600 women at Delhi & Saharanpur.

In Rural Development Projects & Ensuring Environment Sustainability, PLL constructed Panchayat Bhavan at Lakhigam village in Dahej and provided Truck mounted Road Sweeping Machine and a Mini Fire Tender to Nagarpalika Bharuch under Swachhta Abhiyan and Disaster Management activities.

The Corporate Social Responsibility Policy of the Company is available at the website of the Company at the following

weblink: https://www.petronetlng.in/ https://petronetlng.in/PDF/CSR_Policy_27042015.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)Inductions and Cessation

The following Directors were inducted on the Board/ceased to be Directors on the Board of the Company:

1. Shri Pankaj Jain, Secretary, Ministry of Petroleum and Natural Gas (MoP&NG), Government of India was appointed as Director and Chairman of the Company w.e.f. 14.01.2022 and his appointment was regularized by the Members of the Company through postal ballot approved on 02.04.2022.

2. Dr. (Ms.) Alka Mittal , CMD (Additional Charge) and Director (HR), ONGC was appointed as Nominee Director from ONGC w.e.f. 14.01.2022 and her appointment was regularized by the Members of the Company through postal ballot approved on 02.04.2022.

3. Shri Sidhartha Pradhan was re-appointed as Independent Director by the Members of the Company in the Extraordinary General Meeting held on 15.03.2021, by way of special resolution, for another period of three years w.e.f.

16.05.2021.

4. Amb. Bhaswati Mukherjee was appointed as Independent woman Director of the Company w.e.f. 13.08.2021 and her appointment was regularized by the Members of the Company in 23rd Annual General Meeting held on

28.09.2021.

5. Shri Sanjeev Mitla was appointed as Independent Director of the Company w.e.f. 09.02.2022 and his appointment was regularized by the Members of the Company through postal ballot approved on 02.04.2022.

6. Shri Sundeep Bhutoria was appointed as Independent Director of the Company w.e.f. 09.02.2022 and his appointment was regularized by the Members of the Company through postal ballot on 02.04.2022.

7. Shri Tarun Kapoor ceased to be Director and Chairman of the Company w.e.f. 01.12.2021 due to his retirement as Secretary, Ministry of Petroleum and Natural Gas (MoP&NG), Government of India on attaining the age of superannuation.

8. Shri Subhash Kumar, Director (Finance) and Additional Charge- CMD, ONGC was appointed as Nominee Director from ONGC w.e.f. 09.04.2021 and his appointment was regularized at the 23rd Annual General Meeting held on 28th September 2021. Shri Subhash Kumar, Nominee Director- ONGC, ceased to be Director of the Company w.e.f. 01.01.2022 consequent upon his retirement from the services of Oil and Natural Gas Corporation Limited on attaining the age of superannuation.

9. Shri S.K. Srivastava and Dr. Siddhartha Shekhar Singh ceased to be the Independent Directors on the Board of the Company w.e.f. 02.11.2021 consequent upon completion of their tenure of three years on 01.11.2021.

10. Shri Arun Kumar ceased to be the Independent Director on the Board of the Company w.e.f. 09.04.2022 consequent upon completion of his tenure of three years on 08.04.2022.

The Board placed on record its sincere appreciation for valuable services rendered and contribution made by Shri Tarun Kapoor, Shri Subhash Kumar, Shri S.K. Srivastava, Dr. Siddhartha Shekhar Singh and Shri Arun Kumar, Members of the Board during their association with the Company.

Reappointment

In accordance with the Articles of Association of the Company and as per statutory requirements, Shri Shrikant Madhav Vaidya, Nominee Director, IOCL and Shri Arun Kumar Singh, Nominee Director, BPCL, would retire by rotation at the ensuing Annual General Meeting and being eligible and offers himself for reappointment.

Brief resume of directors seeking reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in company etc. as stipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given in the annexure to the Notice of 24th Annual General Meeting.

Key Managerial Personnel

Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March 2022 were:

1. Shri Akshay Kumar Singh, Managing Director & CEO

2. Shri Vinod Kumar Mishra, Director (Finance) and CFO

3. Shri Pramod Narang, Director (Technical)

4. Shri Rajan Kapur, CGM & Vice President - Company Secretary

ANNUAL EVALUATION OF THE BOARD

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. The evaluation of all the Directors, Committees, Chairman of the Board and the Board as a Whole was conducted based on a structured evaluation process considering various aspects of the Board''s functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

compliances with respect to independent directors

Pursuant to Section 149(7) of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors as appointed by the Board are renowned experts in their fields which are required for the Directors in the context of the Company''s business for effective functioning such as Leadership, Technology & Operational

experience, strategic planning, Financial, Regulatory, Legal and Risk Management, Industry experience, Research & Development and Global business. Further, all the Independent Directors are complying with the provisions of Section 150 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

All new Independent Directors inducted in to the Board attend an orientation programme. The Company has well-defined Training Program for training to Board Members which inter-alia include the various familiarization programs in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/ Committee meetings. The details of such familiarization programs have also been posted on the website of the Company at https://www.petronetlng. in/Familiarisation Programme.php. Further, at the time of the appointment of Independent Director, the Company issues a formal letter of appointment outlining his/her roles, responsibilities. functions, duties, remuneration and other terms and conditions. The format of the letter of appointment is available on the website of the Company.

EXTRA ORDINARY GENERAL MEETING

During the year, no Extra Ordinary General Meeting was held.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, nine Board Meetings were held and the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographic backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out approach to diversity. The policy is available at the website of the Company at https://www.petronetlng.in/PDF/PolicvDiversitv.pdf

AUDIT COMMITTEE

The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit

Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.

NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As per statutory requirements, the Company arranges for separate meetings of Independent Directors every year and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In compliance with the provisions of the Companies Act, 2013, the details of investments made, and loans/guarantees provided as on 31st March 2022 are given in the respective Notes to the financial statements.

INSURANCE

The Company has taken Directors and Officers liabilities insurance as well as appropriate insurance for all assets against foreseeable perils.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Company''s future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPTs)

In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The same has been posted on the website of the Company. The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in section 188 (1) of the Companies Act, 2013 is annexed to this report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements. The disclosure attached herewith as Annexure II and form part of the Board Report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 197 of the Companies Act,

2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are annexed to this Report.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors'' Report and is annexed herewith.

HUMAN RESOURCES

Your Company takes pride in its highly motivated and competent Human Resource that has contributed its best to bring the Company to its present heights. Employees are the driving force behind the sustained stellar performance of your company over all these years of Company''s ascendancy. As a commitment towards your Company''s core values, employees'' participation in Management was made effective based on mutual respect, trust and a feeling of being a progressive partner in growth and success. Both employees and management complemented each other''s'' efforts in furthering the interest of your Company as well as its stakeholders, signifying and highlighting overall harmony and cordial employee relations prevalent in your Company. No man days were lost due to strike or lock-out. As on 31st March, 2022 there were 519 employees including 3 Whole-time Directors.

SECRETARIAL AUDIT

M/s A. N. Kukreja, Practicing Company Secretary (M. No. FCS 1070, CP No. 2318), was appointed by Board of Director to conduct the Secretarial Audit of the Company for the financial year 2021-22 as required under Section 204 of Companies Act, 2013 and rules thereunder.

A Secretarial Audit Report for the Financial Year 2021-22 submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed with this report along with Management''s Reply on the Secretarial Audit Report for the Financial Year 2021-22. The disclosure attached herewith as Annexure III and form part of the Board Report.

CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditors'' Certificate regarding Compliance of conditions of corporate governance for the Financial Year 2021-22, is annexed to this report along with Management''s Reply on the Auditors'' Report on the Corporate Governance Report for the Financial Year 2021-22. The disclosure attached herewith as Annexure IV and form part of the Board Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report contains a separate section on Management Discussion and Analysis which is annexed with the Directors'' Report. The disclosure attached herewith as Annexure V and form part of the Board Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report covering initiatives taken with environmental, social and governance perspective has been prepared in accordance with the directives of SEBI and forms a part of the Annual Report. The disclosure attached herewith as Annexure VI and form part of the Board Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

INDUSTRIAL RELATIONS

Your Company has a firm belief that Human Rights should be basic constituents of human behaviour which essentially drives various policies and practices in a company. We, therefore, do not discriminate between our employees and other manpower engaged in our work centres when it comes to facilities related to health, safety, and other amenities. We ensure that all the statutory guidelines are followed in their true spirit even for the manpower engaged by various service providers. Consequently, our IR environment is always congenial and since inception, there is zero instances of disharmony in any of our work locations.

RISK MANAGEMENT

Your Company has established a robust Risk Management system for all its operations, based on international standards. The Company''s enterprise risk management system provides a framework to proactively identify, analyse, manage, and report risks to the management, to provide effective risk prevention and mitigation measures across the company''s value chain. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system. The Company''s management approach is to ensure risk management is applicable organization wide and risks are measured against the impact and likelihood of the event. Your Company understands that risks are multi-dimensional and depends on both internal and external environment, therefore Company''s approach is to address them in a holistic manner.

Your Company''s Risk Management Policy provides direction to identify and quantify risks, explore the mitigation measures, and manage the risks without effecting company''s business objective. The risks are periodically identified, quantified, prioritized, and reported to the Management. Mitigation plans are reviewed & monitored at various stages on quarterly basis and reported to the Risk Management Committee of the board,

which oversees the implementation of the Risk Management Policy and procedures throughout the organization. Risks are periodically reviewed and monitored by the Risk Management Committee of the Board and Audit Committee, before presenting it to the Board.

In the changing business scenario and expansion of your Company into various other activities, business risk and their mitigation plans are assessed periodically on quarterly basis.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March, 2022, no complaint was received under Vigil Mechanism and thus no complaint was pending as on 31st March, 2022.

CODE OF CONDUCT

The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by Managing Director & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is given on the website of the Company.

LISTING ON STOCK EXCHANGES

The Company''s equity shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd.

TRANSFER OF AMOUNTS/SECURITIES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/Unclaimed Dividend account for the financial year 2006-07 to 2013-14 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link https://www. petronetlng.in/cg.php

Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more were also transferred to IEPF Suspense Account. Details of the same is available at website of the Company at the following link - https://www.petronetlng.in/cg.php

OTHER DISCLOSURES

No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2021-22:1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

During the financial year 2021-22, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and thus no case was pending as on 31st March, 2022. As a part of compliance to the above said act, Internal Complaints Committees (ICC) have been constituted to redress the complaints regarding sexual harassment.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

STATUTORY AUDITORS

M/s T. R. Chadha & Co., Chartered Accountants LLP, have been appointed by the Shareholders of the Company as Statutory


ANNEXURES FORMING PART OF ANNUAL REPORT

The particulars of annexure forming part of this report areas under:

Particulars

Annexure

Annual Report on CSR Activities for the financial year 2021-22

I

Disclosure of Related Party Transactions in Form AOC-2

II

Particulars of Employees for the financial year 2021-22

(pursuant to Section 197 of the Companies Act, 2013 and read with Rule No. 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

III

Secretarial Audit Report for the financial year 2021-22

IV

Management Discussion & Analysis

V

Report on Corporate Governance for the financial year 2021-22

VI

Business Responsibility Report for the financial year 2021-22

VII

Auditors for the financial year 2021-22. Their tenure is upto the conclusion of the forthcoming Annual General Meeting of the Company. The Company is in the process of appointing the Statutory Auditors for the period starting from conclusion of the forthcoming Annual General Meeting of the Company.

AUDITORS'' REPORT

The Auditors have submitted an unqualified report for the financial year 2021-22. No fraud has been reported by Auditors under sub-section (12) of section 143 of the Companies Act, 2013.

COST AUDITOR

As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by your Company.

The Board of Directors has appointed M/s Chandra Wadhwa & Co., Cost Accountants (Regn. No. 000239) as the Cost Auditors of the Company for the Financial Year 2021-22.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby states that:

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

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

GREEN INITIATIVES

In light of various circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, the annual general meeting is being held through video conferencing. The Annual Report for the financial year 2021-22 is being sent through email and the same is also available at the website of the Company.

MCA circular dated 05.05.2020 requires that the Company should facilitate the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company.

In light of the MCA Circulars and better Corporate Governance, the Company has provided facility to the shareholders through the depositories i.e. NSDL and CDSL and through its Registrar and Transfer Agent i.e. BigShare Services Private Limited, to register their email addresses with the depositories or the Company for receiving the Annual Report for 2021-22 and other communications.

Accordingly, it is requested that members who have not registered their email addresses, may kindly register the same.

ACKNOWLEDGEMENTS

The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re- gasified

LNG, Auditors and Lenders for their whole-hearted co-operation and unstinted support.

The Directors of your company also convey their gratitude to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.

The Board also appreciates the contribution of contractors, vendors and consultants in the implementation of various projects of the Company.

We wish to place on record our deep appreciation to employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

Sd/-

(Pankaj Jain) Chairman

Place: New Delhi Date: 21st August, 2022


Mar 31, 2021

On behalf of the Board of Directors, it is our privilege and honour to present the 23rd Annual Report along with Audited Standalone and Consolidated Financial Statements and Auditors’ Report thereon for the financial year ended 31st March, 2021.

COVID-19

During the year 2020-21, the world at large suffered with Novel Coronavirus (COVID-19). The Novel Coronavirus (COVID-19) has infected more than billion people in more than 220 countries - a scourge confronting all of humanity, impacting lifestyles, businesses, economies and the assumption of common well-being that all of us have largely taken for granted. Despite adverse circumstances, the Company continued to deliver its best in its operations and also effectively contributed towards the society at large by undertaking various activities under corporate social responsibility.

PHYSICAL PERFORMANCE

The financial year 2020-21 saw the Company operating its Dahej Terminal at 16.40 million tonnes throughput as compared to 17.25 million tonnes in the previous financial year 2019-20. The demand for LNG decreased during the year due to nation-wide lockdown restrictions owing to COVID-19 pandemic situation in the country. During the financial year 2020-21, the Dahej Terminal handled 254 LNG Cargoes and supplied 849.23 TBTUs of RLNG as compared to 263 LNG cargoes during financial year 2019-20 wherein supplies were 885.06 TBTUs of RLNG. During the financial year 2020-21,2852 LNG Road Tankers from Dahej Terminal and 376 LNG Road Tankers from Kochi Terminal were also loaded and dispatched. The utilization of Kochi Terminal increased during 2020-21 owing to commissioning of Mangalore section of GAIL’s Kochi Mangalore pipeline network for gas evacuation. 14 LNG Cargoes were handled at the Kochi Terminal during the financial year 2020-21 as compared to 12 LNG Cargoes during the year 2019-20. During the year 2020-21, Kochi terminal supplied 46.92 TBtus of RLNG as compared to 42.78 TBtus in financial year 2019-20.

SHIPPING ARRANGEMENTS

Your Company imports 7.5 MMTPA of LNG from Ras Laffan, Qatar on Free On Board (FOB) basis through its three long term chartered LNG vessels namely Disha, Raahi and Aseem. The duration of the charter is 25 years for each vessel. These vessels are owned by a consortium of M/s NYK Line, M/s K-Line, M/s MOL and M/s Shipping

Corporation Ltd. (SCI). The technical management, manning and operations are carried out by SCI. The ships operate on a long-term time charter basis with Petronet as the charterer.

The fourth LNG vessel ‘Prachi’ was delivered on 30th November 2016. The duration of this long term charter is 19 years. Besides Japanese Companies NYK, MOL and KLine, SCI is also an equity partner in the ship-owning company. Your Company has taken 26% equity in this LNG ship. As is the case with the above mentioned first three ships, the fourth ship is also being manned, managed, maintained and operated by SCI.

Supply of LNG from Gorgon, Australia is now on Delivery Ex Ship (DES) basis and under this agreement our fourth long term chartered LNG vessel “Prachi” has been novated to Exxon Mobil.

During FY 2020-21, the overall shipping operations have run smoothly and the jetty utilization has been optimized without any downtime. LNG vessel Disha had a machinery breakdown and the repairs were delayed due to pandemic Covid-19 as a result vessel was out of service (off hired) for about eight months. However, your Company didn’t incur any downtime or commercial loss due to non-availability of LNG vessel Disha, as all her scheduled cargoes were lifted and transported by timely hiring of substitute LNG vessels at competitive market rates.

DAHEJ LNG TERMINAL

Dahej Terminal, having 17.5 MMTPA nameplate capacity, operated at about 16.40 MMTPA capacity utilization during the FY 2020-21. Dahej Terminal is now catering higher gas demand and its share of gas supplies has consequently increased in the energy mix of India. Capacity utilization was impacted due to National lockdown on account of COVID-19 in first quarter. Your Company is in process of adding two LNG storage tanks (i.e. seventh and eighth LNG Tanks), which are in tendering stage. Feasibility study for third jetty along with facilities to unload ethane and propane is under progress which will not only enhance reliability of LNG ship receiving but will also open business opportunity for your Company in the field of ethane and propane handling. Your company is also evaluating the expansion of Dahej LNG Terminal capacity from 17.5 to 22.5 MMTPA.

LNG Dispensing facility is functional to fill LNG in bus for own employees use.

LNG supplies continued with trucks to various consumers not connected with RLNG pipeline.

KOCHI LNG TERMINAL

Kochi Terminal, having 5 MMTPA nameplate capacity, operated at increased capacity utilization of about 0.9 MMTPA in FY 2020-21 on completion of GAIL RLNG evacuation pipeline connectivity to Mangalore. Currently, your Kochi terminal is operating at 25% capacity utilization and expected to increase further after completion of GAIL pipeline up to Bangalore. LNG supplies continued with trucks to various consumers not connected with RLNG pipeline. LNG Dispensing facility is also functional in Kochi to fill LNG in bus for own employees use. Also trial run of marine fishing boat on dual fuel (that is LNG Diesel) is also going on.

During FY 2020-21, off-take of RLNG from Kochi Terminal increased due to completion of RLNG evacuation pipeline connecting Mangalore. The said increase occurred mainly due to start of RLNG supply to MCFL, OMPL, MRPL during second half of 2020-21. ‘Taral’ LNG supplies continued with trucks to various consumers not connected to pipeline.

FINANCIAL PERFORMANCE

During the financial year 2020-21, your Company achieved a turnover of Rs.26,023 Crore as against Rs.35,452 Crore in 2019-20. The net profit during the year stood at Rs.2,949 Crore as against Rs. 2,698 Crore in the previous year. A summary of the comparative financial performance in the fiscal year 2020-21 and 2019-20 is presented below:

(Rs. in crore)

Particulars

2020-21

2019-20

Revenue from operations

26,023

35,452

Other Income

388

373

Total Revenue (A)

26,411

35,825

Salary & Other operating expenses

21,323

31,463

Finance Charges

336

403

Depreciation

784

776

Total Expenses (B)

22,443

32,642

Profit before exceptional item and tax

3,968

3,183

Exceptional Items

-

72

Tax expenses, including deferred tax

1,019

413

Profit after tax

2,949

2,698

Earnings (Rs.) per Share

19.66

17.98

DIVIDEND

The Board of Directors of your Company has recommended a final dividend of Rs. 3.50 per equity share of Rs. 10/- each

i.e. 35% of the paid-up Share Capital of the Company as on 31st March, 2021. This is in addition to Special Interim Dividend of Rs. 8 per equity share of Rs. 10/- each paid by the Company in December 2020. This is the 15th consecutive year for which your Company has recommended payment of dividend.

The final dividend shall be paid to the members, whose

names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL as at the close of business hours on 2nd July, 2021 (Record date).

The Board of your Company has formulated a Dividend Distribution Policy (“The Policy”). The Policy is annexed to this Report and is also available on our website at https://www.petronetlng.in/PDF/Dividend_Policy.pdf

CHANGES IN SHARE CAPITAL

There was no change in the Share Capital of the Company during the year. The Company has Authorised Share Capital of the Company of Rs. 30,00,00,00,000/- (Rupees Three Thousand Crore) divided into 3,00,00,00,000 (Three Hundred Crore) Equity Shares of face value of Rs. 10/-(Rupees Ten) each and Paid-up Share Capital of Rs. 15,00,00,00,880/- (Rupees One Thousand Five Hundred Crore Eight Hundred Eighty) divided into 15,00,00,00,88 (One Hundred Fifty Crore Eighty Eight) Equity Shares of face value of Rs. 10/- (Rupees Ten) each.

FINANCING OF PROJECTS

The Balance sheet of your Company is robust enough to raise required debt at reasonable rate of interest through foreign currency loans, Terms Loans, Issuance of Corporate Bonds or any other debt instrument depending on market conditions at appropriate time. Your Company’s Balance Sheet can be easily leveraged to service the loan required to meet the future capex.

NEW BUSINESS INITIATIVESSETTING UP OF COMPRESSED BIO GAS (CBG) PLANTS

Your company is committed towards providing a cleaner and greener economy. With this objective, your company has embarked upon a new business activity of setting up of CBG plants across India, which shall also contribute to Government of India’s (GoI’s) innovative initiative titled SATAT (Sustainable Alternative Towards Affordable Transportation). Your company has signed MoU with Ministry of Petroleum & Natural Gas (MoPNG), GoI, for setting up and commissioning of 100 Nos. of CBG plants across India. CBG being a renewable business is gaining momentum and may turn out to be a game changer for Indian economy. This would not only bring in reduction in carbon emissions but also reduce the import dependence on fossil fuels and contribute towards the upliftment of rural economy.

Your company’s Board has also accorded in-principle approval to initially set-up/ finance/ acquire 4-5 CBG projects under SATAT scheme at a total financial implication of INR 250 crores. In this direction, PLL has applied against 27 EOIs floated by different Oil & Gas Marketing Companies under

SATAT and also received multiple Letter of Intents (LOIs) against the same. We have already shortlisted 4 sites in Haryana for the project and are in advance stage of negotiations with the local authorities for allocation of suitable Land for the CBG Project.

FORMATION OF PETRONET ENERGY LIMITED (PEL), A 100% WHOLLY-OWNED SUBSIDIARY OF PLL

Your company envisages to be an integrated energy company and has thereby incorporated a wholly-owned subsidiary company ''Petronet Energy Limited'' (PEL) with an authorised share capital of Rs 500 Crore to establish itself as a key player in the growing Asian gas bunkering market. PEL is planned to offer LNG Bunkering services, allied services like Gassing Up and Cooling Down operations and other value-added services in LNG and Marine sector in phased manner. The necessary regulatory compliances and unit formation at Puthuvypeen Special Economic Zone, Kochi is under progress. The strategic location of Kochi terminal is expected to spur bunkering activity in the region at competitive price. With LNG-fuelled tonnage set to increase in Asia in the coming months, Kochi LNG terminal is expected to provide a potentially valuable refuelling point for East-West trade.

PETROCHEMICAL COMPLEX AT PLL DAHEJ TERMINAL

Your company is embarking upon a major diversification drive to broad base its business activity and is exploring to have an ethane/ propane import facility at Dahej Terminal. Your company has also planned for setting up of a Petrochemical complex based on imported propane at Dahej LNG Terminal. The foray into Petrochemicals would be a forward integration of our strategy as the same planned to get synchronised with our upcoming third jetty project and available land bank at Dahej.

H A RN E S S I N G TH E C O L D E N E RG Y F RO M REGASIFICATION PROCESS AT TERMINALS

Your company is exploring the possible business opportunities from harnessing the cold energy from our regasification terminals at Dahej and Kochi. Harnessing LNG’s cold energy not only maximises regasification terminals’ potential but also offers an opportunity to cut emissions in cold ware housing chain simultaneously adding value and improving energy efficiency.

LNG STORAGE AND REGASIFICATION TERMINAL AT EAST COAST OF INDIA

Your company has successfully established its presence in the Southern & Western part of the Country, with Dahej terminal being the busiest terminal in the world. Now your company plans to set up of a Floating LNG terminal at Gopalpur port in Odisha with a strategic vision to establish its

presence in the Eastern coast of India. The LNG terminal will help meet the increasing gas demand of the eastern and central part of the country. Your company has already completed the pre-project studies and are in process of preparing the Detailed Feasibility Report (DFR) for a 4 MMTPA floating storage & regasification (FSRU) terminal followed by a PFR for 5 MMTPA land-based terminal in future. Your company has signed MOU with Gopalpur ports limited and is in discussion with them to finalise the key technical and commercial terms of the agreements. Your company is in process of obtaining final investment decision for the project.

LNG AS AN AUTOMOTIVE FUEL

As a responsible corporate citizen and in a step towards meeting India’s COP-21 commitment, your Company is taking up initiatives to develop the small scale LNG market in the Country and has been promoting the environment friendly LNG as a fuel in Road transportation. Your Company had done discussions and deliberation with Ministry of Road Transportation and Highways (MORTH) and Ministry of Commerce and Industries (MOCI) for inclusion of LNG as an automotive fuel in Central Motor Vehicle Rules (CMVR) and for inclusion of LNG dispensing stations development regulation in Static and Mobile Pressure vessel rules (SMPV). With the efforts of your Company both these regulations are in place now and a new doorway is opened in Indian market for LNG as a cleaner transportation fuel. Your company has deliberated with PNGRB for keeping LNG fuelling stations out of purview of PNGRB act. With the efforts of your company PNGRB has issued clarification that any entity can now set up LNG dispensing stations irrespective of Geographical areas Authorizations. This clarification by PNGRB on setting up of LNG dispensing stations in various CGD Geographical Areas will pave the way for creation of LNG corridors across the country.

Your Company has commissioned India’s first LNG dispenser stations inside Dahej and Kochi LNG terminals and has also commissioned the first commercially approved and registered LNG powered buses of the Country for employee’s movement at both places. Your Company has prepared a business plan based on traffic study on Indian Roads and decided to develop LNG corridors covering major National Highways of India. Your Company is developing western and southern highways expeditiously in the initial stage. Your Company has partnered up with various CGD players and OMCs to jointly develop these LNG/LCNG dispensing stations in their area. Your company has awarded the work of five (5) LNG stations for codevelopment of these stations.

(Rs. In Lakhs)

Particulars

For the year ended

31st March, 2021

For the year ended

31st March, 2020

Revenue from operations

29,231

32,889

Profit/ (loss) from continuing operations

8,681

7,772

Other comprehensive income

(157)

(177)

Total comprehensive income

8,524

7,595

Company’s share of total comprehensive

/oco/ \

2,216

1,974

income (26%o)

(Rs. In Lakhs)

Particulars

For the year ended

31st Dec., 2021

For the year ended

31st Dec., 2021

Revenue from operations

24,834

16,671

Profit/ (loss) from continuing operations

(1400)

(2097)

Other comprehensive income

-

-

Total comprehensive income

(1400)

(2097)

Company’s share of total comprehensive income (26%)

(364)

(545)


BUSINESS OPPORTUNITIES OVERSEAS

In Pursuit to go global, your company is exploring increment opportunities in overseas LNG projects and is also in dialogue with various LNG suppliers for ushering into LNG trading business.

HEALTH, SAFETY & ENVIRONMENT (HSE)

Dahej and Kochi terminals continued to operate safely throughout the year. Your Company is committed to conduct business with a strong environment conscience, ensuring sustainable development, safe workplaces, enrichment of the quality of life of its employees, customers and the community at large. Company has inducted Asset Management System in both terminals to increase reliability of terminal operations. Compliance with safety systems, procedures and environmental laws are proactively monitored by the Company. The Company is having well defined policy for Health, Safety, Environment and Asset Management.

Your Company is committed to fight against novel COVID-19 virus. Your Company has taken numerous steps both at Company and community levels including sanitization works, quarantine cycles for employees / contract workers. Employees at Corporate Office are allowed to work from home during pandemic. Your team is taking various initiatives to interact with the employees in both plants and employees under quarantine at hotel / home. Your Company is extending every support to its employees and their families in this difficult time. Motivational speech and addresses are being imparted by eminent personalities which your company can complement like Dr. C.B. Satpathy. Medical consultancy and awareness sessions from allopathic and Ayurveda doctors are organized. A group of employees have been assigned the responsibility of interacting with employees or spouses of employees/ relatives for inquiring their well-being and offering medical support / assistance.

As a step towards conservation of water, a 300 kLD water treatment plant, based on in-house studies, has been built to produce potable water from Air Heater Condensate water (which is a by-product of LNG Re-gasification process) by using required treatments and mineralization. This unit is operational and after successful operation of this Plant, your Company will look forward to scaling up this technology and be pioneer to provide services to other similar terminals too.

DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES1) Adam Petronet (Dahej) Port Private Ltd.

Your Company has a 26% equity in Adani Petronet (Dahej) Port Private Ltd., and the balance equity is held by the Adani group, to import/export bulk products like coal, steel and fertilizer. The Performance and Financial Position of the Company is given below:

2) India LNG Transport Co. (No. 4) Pvt. Ltd. (‘ILT4’)

India LNG Transport Co. (No. 4) Pvt. Ltd. (‘ILT4’) is joint venture of your Company with 26% ownership interest. ILT4 is the owner of vessel MT Prachi and is primarily engaged in transportation of LNG. It is one of the Company’s strategic investments and has the principal place of business in Singapore. The Performance and Financial Position of the Company is given below:

3) Petronet LNG Foundation

Petronet LNG Foundation, a Company Limited by Guarantee, has been promoted by the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of the Company. Petronet LNG Limited undertakes to contribute to the assets of the company in the event of its being wound up while it is a member or within one year afterwards, for payment of the debts or liabilities of the company contracted before it ceases to be a member and of the costs, charges and expenses of winding up, not exceeding a sum of Rs 1,00,00,000/-(Rupees One Crore Only).

Petronet LNG Foundation is facilitating the Promoter to

comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder

4) Petronet Energy Limited

Petronet Energy Limited (PEL) is incorporated as a wholly-owned subsidiary company of Petronet LNG Ltd on 26th February, 2021 with authorized Share Capital of Rs 500 Crore divided into 50 Crore Equity Shares of face value of Rs 10/- each and Paid-up Share Capital of Rs 10 Crore divided into 1 Crore Equity Shares of face value of Rs 10/- each. PEL has its registered office at New Delhi and is incorporated to undertake the businesses/ activities, including but not limited to Gassing up and/ or Cool down and supply of heel quantity to LNG vessels, LNG bunkering, Training, Consultancy, other value-added marine, transport, LNG services etc

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, a team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.

Conservation of Energy

1. Plants are using best technology and optimization practices for energy conservation.

2. Plant cold energy is being used for air conditioning of buildings and cooling in Nitrogen Generation Plant.

Company has installed rooftop mounted solar panels at Dahej and Kochi terminals to reduce carbon footprints and contribute to renewable energy drive of India.

Research & Development

With a view to explore and promote the use of LNG (which is one of the cleanest hydrocarbons) as a fuel in new segments, your company has undertaken field trials in the fishing boat segment and in the road transportation sector.

As a first in the country, one diesel fishing boat at Kochi has been converted into dual fuel i.e. LNG and diesel, in association with Kerala Development and Innovation Strategy Council and ICAR- Central Institute of Fisheries Technology, Kochi. Requisite approval from PESO have also been obtained and the trial runs are expected to commence shortly. This innovation is likely to open up a huge opportunity for introduction of cleaner fuels in the vast fisheries sector and other marine applications.

In addition to the ongoing trials of two LNG buses at Dahej, two more LNG fuelled buses were pressed into service at Kochi, also on trial basis. Based on the initial analysis and results, talks have been initiated with KSRTC, to ramp up the scale of trial runs.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company''s foreign exchange earning was Rs. 38.86 crore (Rs. 13 crore during the FY 2019-20) and foreign exchange outgo was Rs.19,957.46 crore (29,254 crore during the FY 2019-20) during Financial Year 2020-21.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has well defined Internal Financial Control system whereby each process owner access and certify the compliance of the relevant processes and controls on periodical basis. Further, audits and reviews are conducted by independent agencies including internal and statutory auditors. Their reports are being reviewed by the management and Audit Committee and corrective actions wherever required are carried out in the existing system on regular basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company fully understands its responsibility towards the society and has been constantly striving and trying its level best for contributing its bit towards causes leading to Social Development. In its endeavour to be more focused towards its social goals, the Company is developing a more structured approach to enhance access to quality healthcare, enrich the lives of communities in need, welfare of the war widows, environmental causes and enhance the educational facilities across geographies in the Country.

The Company is implementing short-term, medium-term and long- term strategy to channelize the resources in an organized manner so as to derive maximum socio-economic impact from the targeted approach. In line with its social goals as enumerated above, the Company has already identified several projects in the areas of Healthcare, Education, Welfare of the War Widows, Skill Development, Environment, Sports, Swachh Bharat, etc. where your Company will spend the annual CSR budget in a progressive and sustainable manner.

In terms of provisions of Companies Act 2013 an amount of Rs 6,342 Lakh is required to be spent on CSR activities in Financial Year 2020-21, against that company has spent total of Rs 1,900 Lakh including 5 % of administrative cost. Further, an amount of Rs 3,187 Lakh will be transferred to unspent CSR account within 30 days from the end of the financial year 2020-21, in accordance with the Companies Act, 2013 read with the CSR Amendment Rules and the unspent and non-committed amount of Rs 1,255 Lakh has been earmarked for transferring to Schedule VII fund by 30th Sept''21 as per Companies Act 2013.

Due to the sudden outbreak of COVID-19 pandemic and restrictions of lockdown for several months across the country, major ongoing rural development and skill development projects got affected. Many of the identified or approved projects had to be shelved. Also the identification

and evaluation of new projects was found to be a challenging task due to the pandemic.

Nevertheless, your Company has been making constant efforts to reach optimum level of CSR expenditure resulting in tangible positive impact on society and has made commendable improvements over the previous years in terms of both spending as well as number of CSR projects taken up. Also, the company has stood by the nation against the unprecedented crisis due to the outbreak of the COVID -19 by taking up several initiatives time to time. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure I and form part of the Directors’ Report.

Further, Petronet LNG Foundation (PLF), a Company Limited by Guarantee, has been incorporated on 31st March, 2017 by Petronet LNG Limited (PLL) as a promoter of the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder, and acts as the CSR Arm of PLL. Petronet LNG Foundation is facilitating the promoter to comply with its CSR under provisions of Section 135 of Companies Act, 2013 and rules made thereunder. It has already taken up some high impact projects and is in the process of finalizing projects/ programmes with higher project cost and impact. While all CSR projects have been carefully chosen giving utmost importance to quality of spending instead of just spending, some projects have been outstanding in their impact.

‘Petronet Kashmir Super-30’ is one such outstanding CSR project which prepares underprivileged students of Kashmir to overcome various social and other disadvantages and helps them to compete with the best for admission into the premier engineering institutions like IITs and NITs by providing quality coaching and guidance. In the Healthcare front, in association with All India Institute of Medical Sciences (AIIMS), Bhubaneswar, PLF aims in transforming the Trauma & Emergency Care landscape in Odisha by extending support to construct a state-of-the art Level-I Trauma Care center at AIIMS Bhubaneswar and ensure best possible healthcare facility for the people of Odisha.

In addition, PLF in association with Artificial Limbs Manufacturing Corporation of India (ALIMCO) is extending the support with Aid and Assistive devices such as motorized tricycles, tricycles, Smart phone, smart cane, BTE hearing aids, etc. for the Persons with Disabilities with an objective to empowering them in Delhi/ NCR, Bharuch (Gujarat) and Kochi (Kerala). Under Education, ‘Petronet Samkalp Super 30’ is a programme which prepares underprivileged students for Civil Services Examinations by providing free quality coaching and guidance in Delhi.

Further, in collaboration with CIPET, PLF is imparting skill development programme for local underprivileged youth in Gujarat, Kerala, Haryana & Himachal Pradesh by helping them be confident enough to find gainful employment. The company stood by the Nation to combat the COVID-19

pandemic by supporting underprivileged people and medical care workers through various ration & PPE distribution drives across Delhi, Kerala & Gujarat.

The Corporate Social Responsibility Policy of the Company is available at the website of the Company at the following weblink: https://petronetlng.in/PDF/CSR_Policy_27042015.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Inductions and Cessation

The following Directors were inducted on the Board/ceased to be Directors on the Board of the Company:

1. Dr. M.M. Kutty, ceased to be the Director and Chairman of the Company w.e.f. 1st May, 2020 as he ceased to be Secretary, Ministry of Petroleum & Natural Gas, Government of India consequent upon attaining the age of superannuation.

2. Shri Tarun Kapoor, Secretary, Ministry of Petroleum & Natural Gas, Government of India was appointed as Additional Director and Chairman of the Company w.e.f. 11th May, 2020 and his appointment was regularized at the 22nd Annual General Meeting held on 10th September 2020.

3. Shri Manoj Jain, (Nominee Director of GAIL) was appointed by the Board of Directors as Additional Director w.e.f. 6th May, 2020 and his appointment was regularized at the 22nd Annual General Meeting held on 10th September 2020.

4. Dr. Ashutosh Karnatak (Nominee Director of GAIL) ceased to be a Director w.e.f. 6th May, 2020 consequent upon change of nomination by GAIL.

5. Shri Sanjiv Singh (Nominee Director of IOCL) ceased to be Director w.e.f. 1st July 2020 consequent upon change in nomination by Indian Oil Corporation Limited due to his superannuation from the services of IOCL on 30th June, 2020.

6. Shri Shrikant Madhav Vaidya (Nominee Director of IOCL) was appointed by the Board of Directors as Additional Director w.e.f. 1st July 2020 and his appointment was regularized at the 22nd Annual General Meeting held on 10th September, 2020.

7. Shri D Rajkumar (Nominee Director of BPCL) ceased to be a Director w.e.f. 20th July, 2020 consequent upon change of nomination by BPCL.

8. Shri Arun Kumar Singh (Nominee Director of BPCL) was appointed by the Board of Directors as Additional Director w.e.f. 10th August, 2020 and his appointment was regularized at the 22nd Annual General Meeting held on 10thSeptember 2020.

9. Shri Prabhat Singh ceased to be the MD & CEO of the Company w.e.f 14th September 2020 consequent upon completion of his tenure of 5 years.

10. Shri Vinod Kumar Mishra, Director (Finance) was entrusted the additional charge of MD & CEO w.e.f. 14th

September 2020 consequent upon completion of tenure of Shri Prabhat Singh as MD & CEO on 13th September 2020. Accordingly, he ceased to be the CFO of the Company w.e.f. 14th September 2020. Shri Rakesh Chawla, GGM & President (Finance & Accounts) was designated as CFO of the Company w.e.f. 4th November,

2020 to 31st January 2021. Consequent upon joining of Shri Akshay Kumar Singh as MD & CEO of the Company w.e.f. 1st February 2021, the additional charge of Md & CEO entrusted to Shri Vinod Kumar Mishra ceased w.e.f. 1st February 2021. Shri Vinod Kumar Mishra was again designated as CFO (KMP) w.e.f. 1st February 2021.

11. Shri Pramod Narang was appointed as Director (Technical) w.e.f. 26th November, 2020.

12. Shri Akshay Kumar Singh was appointed as MD & CEO of the Company w.e.f 1st February 2021.

13. Dr. Jyoti Kiran Shukla ceased to be the Independent Director on the Board of the Company w.e.f. 31st March

2021 consequent upon completion of her second tenure of three years on 30th March 2021

14. Shri Shashi Shanker (Nominee Director of ONGC) ceased to be Director w.e.f 1st April 2021 consequent upon change in nomination by Oil and Natural Gas Corporation due to his superannuation from the services of ONGC on 31st March 2021.

15. Shri Subhash Kumar (Nominee Director of ONGC) was appointed by the Board of Directors as Additional Director w.e.f. 9th April, 2021.

16. Amb. Bhaswati Mukherjee, was appointed as Additional Director in the capacity of Independent Director by the Board of Directors for a period of three years w.e.f. 13th August, 2021.

The Board placed on record its sincere appreciation for valuable services rendered and contribution made by Dr. M.M. Kutty, Dr. Ashutosh Karnatak, Shri Sanjiv Singh, Shri D Rajkumar, Shri Prabhat Singh, Dr. Jyoti Kiran Shukla and Shri Shashi Shanker, Members of the Board during their association with the Company.

Reappointment

In accordance with the Articles of Association of the Company and as per statutory requirements, Shri Sanjeev Kumar, Nominee Director, GMB/GOG and Shri Manoj Jain, Nominee Director, GAIL, would retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

In accordance of provisions of Companies Act, 2013, Shri Pramod Narang Director (Technical), Shri Akshay Kumar Singh, MD & CEO, Shri Subhash Kumar (Nominee Director of ONGC) and Amb. Bhaswati Mukherjee (Independent Director), who were appointed as Additional Directors of the Company after the date of last Directors’ Report shall vacate their offices at the ensuing Annual General Meeting. Necessary notices have been received from the respective

directors under Section 160 of Companies Act, 2013 proposing their candidature for appointment. The same has also been given at website of the Company at www.petronetlng.in. The Board recommends their appointment and re-appointments. Brief resume of directors seeking appointment and reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in company etc. as stipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given in the annexure to the Notice of 23rd Annual General Meeting.

Key Managerial Personnel

Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2021 were:

1. Shri Akshay Kumar Singh, MD&CEO

2. Shri V. K. Mishra, Director (Finance) and CFO

3. Shri Pramod Narang, Director (Technical)

4. Shri Rajan Kapur, CGM & Vice President - Company Secretary

Shri Pramod Narang was appointed as Director (Technical), a whole time Director of the Company w..e.f 26th November, 2020 and Shri Akshay Kumar Singh appointed as the MD & CEO of the Company w.e.f 1st February, 2021.

ANNUAL EVALUATION OF THE BOARD

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. The evaluation of all the Directors, Committees, Chairman of the Board and the Board as a Whole was conducted based on a structured evaluation process considering various aspects of the Board’s functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

COMPLIANCES WITH RESPECT TO INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors as appointed by the Board possess various skills / expertise which are required for the Directors in the context of the Company’s business for

effective functioning such as such as Leadership, Technology & Operational experience, strategic planning, Financial Regulatory, Legal and Risk Management, Industry experience, Research & Development and Global business. Further, all the Independent Directors are complying with the provisions of Section 150 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

All new Independent Directors inducted in to the Board attend an orientation programme. The Company has well-defined Training Program for training to Board Members which inter-alia include the various familiarization programs in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/ Committee meetings. The details of such familiarization programs have also been posted on the website of the Company at https://www.petronetlng.in/ Familiarisation_ Programme.php. Further, at the time of the appointment of Independent Director, the Company issues a formal letter of appointment outlining his/her roles, responsibilities. functions, duties, remuneration and other terms and conditions. The format of the letter of appointment is available on the website of the Company.

Extra Ordinary General Meeting

During the year, an Extra Ordinary General Meeting was held on 15th March, 2021 through VC/OAVM and the following resolution were passed:

1) To consider and approve Material Related Party T ransactions passed as an ordinary resolution and

2) To re-appoint Shri Sidhartha Pradhan (DIN: 06938830), as Independent Director of the Company passed as special resolution.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, Fifteen Board Meetings were held and the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural

and geographic backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out approach to diversity. The policy is available at the website of the Company athttps ://www.petronetl ng .in/PDF/ PolicyDiversity. pdf

AUDIT COMMITTEE

The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.

NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As per statutory requirements, the Company arranges for separate meetings of Independent Directors every year and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In compliance with the provisions of the Companies Act, 2013, the details of investments made and loans/guarantees provided as on 31st March, 2021 are given in the respective Notes to the financial statements.

INSURANCE

The Company has taken Directors and Officers liabilities insurance as well as appropriate insurance for all assets against foreseeable perils.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Company’s future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPTs)

In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The same has been posted on the website of the Company. The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in section 188 (1) of the Companies Act, 2013 is

annexed as Annexure II and form part of the Directors’ Report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are annexed as Annexure III and form part of the Directors’ Report.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors’ Report and is annexed herewith.

HUMAN RESOURCES

Your Company takes pride in its highly motivated and competent Human Resource that has contributed its best to bring the Company to its present heights. Employees are the driving force behind the sustained performance of your company over all these years. As a commitment towards your Company’s core values, employees’ participation in Management was made effective based on mutual respect, trust and a feeling of being a progressive partner in growth and success. Both employees and management complemented each other’s’ efforts in furthering the interest of your Company as well as its stakeholders, signifying and highlighting overall harmony and cordial employee relations prevalent in your Company. No man days were lost due to strike or lock-out. As on 31st March, 2021 there were 532 employees including 3 Whole-time Directors.

SECRETARIAL AUDIT

M/s A. N. Kukreja, Practicing Company Secretary (M. No. FCS 1070, CP No. 2318), was appointed by Board of Director to conduct the Secretarial Audit of the Company for the financial year 2020-21 as required under Section 204 of Companies Act, 2013 and rules thereunder.

A Secretarial Audit Report for the Financial Year 2020-21 submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed as Annexure IV to this report alongwith Management’s Reply on the Secretarial Audit Report for the Financial Year 2020-21.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report contains a separate section on Management Discussion and Analysis annexed as Annexure V and form part of the Directors’ Report.

CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditors’ Certificate regarding Compliance of conditions of corporate governance for the Financial Year 2020-21, is annexed as Annexure VI to this report along with Management''s Reply on the Auditors'' Report on the Corporate Governance Report for the Financial Year 2020-21.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report covering initiatives taken with environmental, social and governance perspective has been prepared in accordance with the directives of SEBI is annexed herewith as Annexure VII and form part of the Directors’ Report.

ANNUALRETURN

The Annual Return of the Company as on 31st March , 2021 is available on the Company’s website and can be accessed at https://www.petronetlng.in/annualreturn.php.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial and smooth relations amongst all its employees at all locations of the Company.

RISK MANAGEMENT

The Company has well defined policies and procedures to inform the Members of the Board about the risk assessment and its minimization. A Risk Management Committee periodically reviews the procedures to ensure that Executive Management controls risk through properly defined framework. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system.

This Risk Management Framework supports your Company''s business strategy and operations. Risk Management Framework is constantly updated for new and emerging risks emanating from business expansion and interests. The risks are evaluated, quantified & prioritized and mitigation plans are reviewed & monitored at various stages. Corporate Level Risk Management Committee oversees the implementation of the Risk Management Policy and Procedures which are periodically reviewed and monitored by the Risk Management Committee and by the Audit Committee before presenting it to the Board.

In the changing business scenario and expansion of your Company into various other activities, business risk and their mitigation plans are assessed on regular basis.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March, 2021, no complaint was received under Vigil Mechanism and thus no complaint was pending as on 31st March, 2021.

CODE OF CONDUCT

The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by MD & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is given on the website of the Company.

LISTING ON STOCK EXCHANGES

The Company’s equity shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd.

TRANSFER OF AMOUNTS/SECURITIES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/ Unclaimed Dividend account for the financial year 2006-07 to 2012-13 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link https://www.petronetlng.in/cg.php

Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more were also transferred to IEPF Suspense Account. Details of the same is available at website of the Company at the following link -https://www.petronetlng.in/cg.php

ANNEXURES FORMING PART OF ANNUAL REPORT

The particulars of annexure forming part of this report are as under:

Particulars

Annexure

Annual Report on CSR Activities

I

Disclosure of Related Party Transactions in Form AOC-2

II

Particulars of Employees pursuant to Section 197 of Companies Act, 2013

III

Secretarial Audit Report in Form MR-3

IV

Management Discussion & Analysis

V

Report on Corporate Governance

VI

Business Responsibility Report for the year 2020-21

VII

OTHER DISCLOSURES

No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2020-21:1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks of Financial Institutions.

6. Amount carried to reserves.

7. The details of application made or any proceeding pending under the insolvency and Bankruptcy code, 2016 during the year.

During the financial year 2020-21, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and thus no case was pending as on 31st March, 2021. As a part of compliance to the above said act, Internal Complaints Committees (ICC) have been constituted to redress the complaints regarding sexual harassment.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

STATUTORY AUDITORS

M/s T. R. Chadha & Co., Chartered Accountants LLP, have been appointed by the Shareholders of the Company as Statutory Auditors for the financial year 2020-21.

AUDITORS’ REPORT

The Auditors have submitted an unqualified report for the financial year 2020-21. No fraud has been reported by Auditors under sub-section (12) of section 143 of the Companies Act, 2013.

COST AUDITOR

As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by your Company.

The Board of Directors has appointed M/s Chandra Wadhwa & Co., Cost Accountants (Regn. No. 000239) as the Cost Auditors of the Company for the Financial Year 2020-21. The Cost Audit Report for the year 2019-20 has been filed under XBRL mode on 8th January, 2021.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby states that:

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

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

GREEN INITIATIVES

Ministry of Corporate Affairs, through its Circulars dated 8th April 2020, 13th April 2020, 5th May 2020 and 13th January 2021 has allowed companies to conduct the general meetings through video conferencing (VC) or other audio

visual means (OAVM) and non-printing of annual reports during the calendar year 2020. SEBI, through Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12.05.2020 and through circular SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15.01.2021 has also relaxed certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the wake of Covid-19 pandemic.

MCA circular dated 05.05.2020 requires that the Company should facilitate the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company.

In light of the MCA Circulars and better Corporate Governance, the Company has provided facility to the shareholders through the depositories i.e. NSDL and CDSL and through its Registrar and Transfer Agent i.e. Bigshare Services Private Limited, to register their email addresses with the depositories or the Company for receiving the Annual Report for 2020-21 and other communications.

The shareholders are requested to write to the Company at [email protected] or to the RTA of the company, i.e. Bigshare Services Private Limited at [email protected]. Accordingly, it is requested that members who have not registered their email addresses, may kindly register the same.

ACKNOWLEDGEMENTS

The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors and Lenders for their whole-hearted co-operation and unstinted support.

The Directors of your company also convey their gratitude to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.

The Board also appreciates the contribution of contractors, vendors and consultants in the implementation of various projects of the Company.

We wish to place on record our deep appreciation to employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors(Tarun Kapoor) ChairmanPlace : New Delhi Date : 25th August, 2021


Mar 31, 2019

DIRECTORS' REPORT

Dear Shareholders,

On behalf of the Board of Directors, it is our privilege and honour to present the Twenty First Annual Report along with Audited Statement of Accounts, the Auditors' Report and Review of the Accounts for the financial year ended 31st March, 2019.

PHYSICAL PERFORMANCE

The financial year 2018-19 saw the Company operating its Dahej Terminal at 15.97 million tonnes throughput as compared to 15.79 Million tonnes in the previous year 2017-18. The demand for LNG was consistent throughout the year. During the financial year 2018-19, the Dahej Terminal handled 241 LNG Cargoes and supplied 820.15 TBTUs of RING as compared to 240 cargoes during financial year 2017-18 wherein supplies were 815.55 Tbtus. During the financial year 2018-19, 3049 LNG Road Tankers were also loaded and dispatched from Dahej Terminal and 150 Trucks from Kochi Terminal. The utilization of Kochi Terminal remained extremely low in the absence of pipeline network for gas evacuation. 9 Cargoes (including reload) were handled at the Kochi Terminal during the financial year 2018-19 as compared to 14 Cargoes during the year 2017-18.

FINANCIAL PERFORMANCE

During the financial year 2018-19, your Company achieved a turnover of Rs. 38,395 Crore as against Rs. 30,599 Crore in 2017-18. The net profit during the year stood at Rs. 2,155 Crore as against Rs. 2,078 Crore in the previous year. A summary of the comparative financial performance in the fiscal 2018-19 and 2017-18 is presented below:

(Rs. in crore)

Particulars

2018-19

2017-18

Revenue from operations

38,395

30,599

Other Income

450

317

Total Revenue

38,845

30,916

Salary & other operating expenses

35,102

27,286

Finance charges

99

163

Depreciation

411

412

Total Expenses

35,612

27,861

Profit before Tax

3,233

3,055

Tax expenses, including deferred tax

1,078

977

Profit after Tax

2,155

2,078

Earnings (Rs.) per Share

14.37

13.85

DIVIDEND

The Board of Directors of your Company has recommended a final dividend of Rs. 4.50 per equity share of Rs. 10/- each i.e. 45% of the paid-up Share Capital of the Company as on 31st March, 2019 subject to approval of Members of the Company as compared to Rs. 4.50 per equity share of Rs. 10 each i.e. 45 % of the post Bonus paid-up Share Capital of the Company as on 31st March, 2018. This is in addition to the Special Interim Dividend of Rs. 5.50 per equity share of Rs. 10/- each paid by the Company in November, 2018.

This is the 13th consecutive year for which your Company has recommended payment of dividend.

The final dividend shall be paid to the members, whose names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL7CDSL as at the close of business hours on 20th August, 2019.

The Board of your Company has formulated a Dividend Distribution Policy ("The Policy"). The Policy is annexed to this Report and is also available on our website www.petronetlng. com.

CHANGES IN SHARE CAPITAL

The Company has Authorised Share Capital of the Company of Rs. 30,00,00,00,000/- (Rupees Three Thousand Crore) divided into 3,00,00,00,000 (Three Hundred Crore) Equity Shares of face value of Rs. 10/- (Rupees Ten) each and Paid-up Share Capital of Rs. 15,00,00,00,880/- (Rupees One Thousand Five Hundred Crore Eight Hundred Eighty) divided into 15,00,00,00,88 (One Hundred Fifty Crore Eighty Eight) Equity Shares of face value of Rs. 10/- (Rupees Ten) each. There was no change in the Share Capital of the Company during the year.

AMENDMENT IN MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

The Company's Shareholding is divided among the Promoters and the Public in the ratio of 50:50.The Promoters of the Company i.e. Bharat Petroleum Corporation Limited (BPCL), GAIL (India) Limited (GAIL), Indian Oil Corporation Limited (IOCL) and Oil and Natural Gas Corporation Limited (ONGC) owns 12.5% each of the total Shareholding of the Company.

BPCL as part of a Corporate Restructuring, has decided to transfer its Gas Business to a wholly owned subsidiary, Bharat Gas Resources Limited (BGRL) on slump sale basis.

In view of the above and as proposed by BPCL, the shareholding of 12.5% i.e. 187500000 shares of Rs. 10/- each which BPCL owns in PLL and various commercial agreements for supply of goods or services along with rights and obligations in this regard which were entered with BPCL will get transferred to Bharat Gas Resources Ltd. (BGRL).

In view of the above, the Board of Directors in their meeting held on 15th May, 2019 approved the amendments in Memorandum of Association (MoA) and Articles of Association (AoA) of the Company

The above said Related Party Transaction and amendments in Memorandum of Association (MoA)and Articles of Association (AoA) of the Company have been recommended for the approval of the Members of the Company in their 21st Annual General Meeting.

FINANCING OF PROJECTS

Given the strong cash flows of the Company, the expansion of the Dahej project and other capital expenditure was funded entirely with the internal accruals without the need to draw any debt. The relationship with the existing lenders continues to be good.

SHIPPING ARRANGEMENTS

Three LNG ships, namely 'Disha', 'Raahi' and Aseem' carry the entire LNG volumes from RasGas under a long-term contract to Dahej. Besides Japanese companies, Shipping Corporation of India (SCI) is also an equity partner in the ship-owning companies. All these ships are manned, managed, maintained and operated by SCI. The ships operate on a long-term time charter basis with Petronet as the charterer.

During FY 2018-19, the overall shipping operations at Dahej LNG terminal have run smoothly and the jetty utilization has been very good without any downtime.

The fourth LNG vessel "Prachi" was delivered on 30th November 2016. Besides Japanese Companies NYK, MOL and K-Line, Shipping Corporation of India (SCI) is an equity partner in the ship-owning companies. PLL has taken 26% equity in this LNG ship. As is the case with the first three ships, the fourth ship is also being manned, managed, maintained and operated by SCI. Supply of LNG from Gorgon is now on delivered basis and "Prachi" has been novated to Exxon Mobil.

DAHEJ LNG TERMINAL

Dahej terminal of nameplate capacity 15 MMTPA is operating at about 105% capacity utilization during the year.

Your company is in final stage of expanding Dahej Terminal Regasification capacity from 15 MMTPA to 17.5 MMTPA, which will cater increase in gas demand and percentage of gas in energy mix of India. Regasification unit of 2.5 MMTPA at an approximate cost of Rs. 415 crore is being added without raising any external debt, which is likely to be commissioned by end of June, 2019.

Your company is also planning seventh and eighth LNG Tanks. Also feasibility study for a standby third jetty is started, which will enhance reliability of LNG ship receiving.

KOCHI LNG TERMINAL

During the year, the Kochi terminal of name plate capacity 5 MMTPA continue to operate at average capacity utilization of about 10%. BPCL-Kochi Refinery was the only major consumer throughout the year.

R-LNG off-take from Kochi terminal is expected to increase in financial year 2019-20 in view of recommencement of gas utilization by FACT plant and RLNG evacuation pipeline connectivity to Mangalore. RLNG evacuation pipe line to Mangalore is 98% completed.

Other specialized services like cooling down, gassing up of LNG vessels as well as LNG storage & reload services were provided by the Kochi terminal during the financial year. Taral LNG supplies continued with trucks to HLL Lifecare Ltd., Trivandrum.

NEW BUSINESS INITIATIVES LNG AS AN AUTOMATIVE FUEL

As a responsible corporate citizen and in a step towards meeting India's Cop 21 commitment, your company is taking up initiatives to develop the small scale LNG market in the Country and has been promoting the environment friendly LNG as an fuel in Road transportation. Your company had done discussions and deliberation with Ministry of Road Transportation and Highways (MORTH) and Ministry of Commerce and Industries (MOCI) for inclusion of LNG as an automotive fuel in Central Motor Vehicle Rules (CMVR) and for inclusion of LNG dispensing stations development regulation in Static and Mobile Pressure vessel rules (SMPV).

With the efforts of your company both these regulations are in place now and a new doorway is opened in Indian market for LNG as a cleaner transportation fuel.

Your company has prepared a business plan based on traffic study on Indian Roads and decided to develop a LNG corridors covering 4000 Kms. of Indian roads. Your company has shortlisted twenty (20) locations to develop LNG dispensing stations as a pilot project. Your company is in discussion with various CGD players to develop these stations in their area. Your company is setting up LNG dispenser stations inside Dahej and Kochi LNG terminals and procuring four (4) LNG powered buses for employee's movement at both places.

FLOATING STORAGE & REGASIFICATION TERMINAL AT SRI LANKA

Your Company has signed an MoU for doing the Pre-Feed studies alongwith Japanese Consortium and Sri Lanka Gas Terminal Company Limited for setting up a Floating Storage & Regasification Terminal at Colombo Sri Lanka. The validity of MoU is extended till April, 2020. Discussion on definitive agreement such as terminal use agreement, LNG sale and purchase agreement, implementation agreement, etc. regarding the project have started.

LNG TERMINAL AT BANGLADESH PROJECT

Your company had submitted a commercial proposal to Petrobangla of Bangladesh for their consideration to set up a land based 7.5 MMTPA LNG Receiving, Storage and Regasification Terminal at Kutubdia Island. Your company understands from Petrobangla that their authority has decided that due to construction of naval infrastructure at Kutubdia, proposal of land based terminal at Kutubdia should not be proceeded further.

Rupantarita Prakritik Gas Company Limited (RPGCL), a subsidiary of Petrobangla has recently floated the REOI (request for expression of interest) for construction of Land-based LNG Re-gasification Terminal at Matarbari, Cox's Bazar, Bangladesh on build, own, operate and transfer basis. Your company might submit an Expression of Interest for the same.

LNG TERMINAL & RLNG SUPPLY IN SOUTH ANDAMAN

Your company has completed pre-project studies for a floating storage & regasification terminal in South Andaman. Based on the studies a Detailed Feasibility Report (DFR) was prepared & submitted to Andaman & Nicobar Administration.As Ministry of Power has awarded the 50MW RLNG based power plant to NTPC on nomination, your company is planning to bid for their Gas supply tender, which is expected in the next financial year.

HEALTH, SAFETY & ENVIRONMENT (HSE)

Both Dahej and Kochi terminals continue to operate safely without any major incident. Your Company is committed to conduct business with a strong environment conscience, ensuring sustainable development, safe workplaces and enrichment of the quality of life of its employees, customers and the community at large. Compliance with safety systems and procedures and environmental laws is monitored by the Company. The Company is having well defined policy for Health, Safety & Environment).

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

There is a system deployed whereby each process owner access and certify the compliance of the relevant processes and controls on periodical basis. Further, audits and reviews are conducted by independent agencies including internal and statutory auditors. Their reports are being reviewed by the management and Audit Committee on the basis of same, improvements are carried out in the existing system on regular basis.

DETAILS OF SUBSIDIARY/JOINT VENTURES /ASSOCIATE COMPANIES

1) Adani Petronet (Dahej) Port Private Ltd.

A Solid Cargo Port through a Company named Adani Petronet (Dahej) Port Private Ltd., had commenced its operations in August 2010 at the Dahej Port. Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer. PLL has a 26% equity in this Solid Cargo Company and the balance equity is held by the Adani group.

Performance and Financial Position of Solid Cargo Joint Venture (JV) Company investments and has the principal place of business in Singapore.

Performance and Financial Position of ILT4

Particulars

For the year ended 31st March, 2019

For the year ended 31st March, 2018

Revenue from operations

42,102

33,503

Profit/ (loss) from continuing operations

21,190

7,228

Other comprehensive income

(202)

175

Total comprehensive income

20,988

7,403

Company's share of total comprehensive income (26%)

5,456

1,924

2) India LNG Transport Co. (No. 4) Pvt. Ltd. ('ILT4')

India LNG Transport Co. (No. 4) Pvt. Ltd. ('ILT4') is joint venture of your Company with 26% ownership interest. ILT4 is the owner of vessel MT Prachi and is primarily engaged in transportation of LNG. It is one of the Company's strategic

(Rs. In Lakhs)

Particulars

For the year ended 31st Dec 2018

For the year ended 31st Dec, 2017

Revenue from operations

18,823

17,819

Profit/ (loss) from continuing operations

9,437

6,016

Other comprehensive income

-

-

Total comprehensive income

9,437

6,016

Company's share of total comprehensive income (26%)

2,454

1,380

3) Petronet LNG Foundation

Petronet LNG Foundation, a Company Limited by Guarantee, has been promoted by the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of the Company. Petronet LNG Limited undertakes to contribute to the assets of the company in the event of its being wound up while it is a member or within one year afterwards, for payment of the debts or liabilities of the company contracted before it ceases to be a member and of the costs, charges and expenses of winding up, not exceeding a sum of Rs 1,00,00,000/- (Rupees One Crore Only).

Petronet LNG Foundation is facilitating the Promoter to comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder.

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

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, your Company's engineers have been interacting with industry peers, technology providers and EPC Contractors. They have also been nominated to important national and international seminars. A team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company's foreign exchange earning was Rs. 57 crore and foreign exchange outgo was Rs. 33126 crore during Financial Year 2018-19.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in the prescribed format (Form MGT-9) is annexed to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company fully understands its responsibility towards the society and has been constantly contributing its bit towards various causes. In its endeavour to be more focused towards its social goals, the Company is developing a more structured approach to enhance access to quality healthcare, enrich the lives of people in the rural communities, environmental causes and enhance the educational quotient in the Country.

The Company is finalizing short-term, medium-term and long-term strategy to channelize the resources in a manner so as to derive maximum socio-economic impact from targeted approach. In line with its social goals as enumerated above, the Company has already identified several projects in the areas of Healthcare, Education, Skill Development, Environment, Sports .Agriculture, Swacch Bharat etc. where your Company will spend the annual CSR budget in a progressive and sustainable manner

In terms of provisions of Companies Act 2013 the amount of Rs. 44.10 Crore is required to be spent on CSR activities in financial year 2018-19. The Competent Authority has approved/ committed new Projects of Rs. 23.43 Crore in FY 2018-19 out of which Rs. 7.39 Crore was spent on CSR activities including Rs. 20.75 Lakh incurred as Administrative Overheads. In some projects, disbursement of fund is linked to achieving deliverable targets and due to dynamic implementation environment targets have not been achieved. Nevertheless, your Company has been making constant efforts to reach optimum level of CSR expenditure resulting in tangible positive impact on society and has made significant improvements over the previous years in terms of both spending as well as number of projects taken up. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure B and form part of the Board Report.

Further, as reported last year, Petronet LNG Foundation, a Company Limited by Guarantee, has been incorporated on 31st March, 2017 by Petronet LNG Limited as a promoter of the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder. Petronet LNG Foundation is facilitating the promoter to comply with its CSR under provisions of Section 135 of Companies Act, 2013 and rules made thereunder. It has already taken up some high impact projects and is in the process of finalising projects/programmes with higher project cost and impact. While all CSR projects have been carefully chosen giving utmost importance to quality of spending instead of just spending, some projects have been outstanding in their impact.

'Petronet Kashmir Super-30' is one such outstanding CSR project which prepares underprivileged students of Kashmir to overcome various social and other disadvantages and helps them to compete with the best for admission into the premier engineering institutions like IITs and NITs by providing high quality coaching and guidance. 'Numma Onnu' is another such project conducted on pilot basis in Ernakulam District to provide free food to the needy. The project was implemented with the Eranakulam District Administration. Further, in collaboration with CIPET, Petronet LNG Foundation is imparting skill development programme for local underprivileged youth in Kerala and Gujarat helping them be confident enough to find gainful employment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) DURING THE YEAR

Directors Inductions

The following Directors were inducted after the date of last Directors' Report i.e. 6th August, 2018 :

1. Shri D. Rajkumar was appointed by the Board of Directors as Additional Director (Nominee Director of BPCL) w.e.f. 2nd November, 2018.

2. Shri B.C. Tripathi (Nominee Director of GAIL) and Shri Sanjiv Singh Nominee Director of IOCL) were appointed by the Board of Directors as Additional Directors w.e.f 3rd November, 2018.

3. Shri Sunil Kumar Srivastava and Dr. Siddhartha Shekhar Singh was appointed by the Board of Directors as Additional Director (Independent Director) of the Company w.e.f 2nd November, 2018.

4. Shri Arun Kumar was appointed by the Board of Directors as Additional Director (Independent Director) of the Company w.e.f. 9th April, 2019.

Reappointment

In accordance with the Articles of Association of the Company and as per statutory requirements, Dr. M.M. Kutty, Chairman and Shri Shashi Shanker, Nominee Director.ONGC would retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. In accordance of provisions of Companies Act, 2013, Shri D. Rajkumar (Nominee Director of BPCL), Shri B.C. Tripathi (Nominee Director of GAIL), Shri Sanjiv Singh (Nominee Director of IOCL), who were appointed as Additional Directors and Shri Sunil Kumar Srivastava, Dr. Siddhartha Shekhar Singh and Shri Arun Kumar who were appointed as Additional Directors (Independent Directors) of the Company after the date of last Directors' Report shall vacate their offices at the ensuing Annual General Meeting. Necessary notices have been received from them/Member(s) under Section 160 of Companies Act, 2013 proposing their candidature for appointment. The same has also been given at website of the Company at www.petronetlng. com. The Board recommends their appointment. Brief resume of directors seeking appointment and reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in company etc. as stipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given in the annexure to Notice of 21st Annual General Meeting and Corporate Governance Report for the Year ended 31st March, 2019.

Cessation

After the date of last Directors' Report i.e. August 6th 2018,

Shri G. K. Satish (Nominee Director of IOCL) and Shri Subir Purkayastha (Nominee Director of GAIL) ceased to be Directors of the Company w.e.f. 3rd November, 2018 due to withdrawal of their nominations by their respective nominating companies.

The Board placed on record its sincere appreciation for valuable services rendered and contribution made by above mentioned directors.

Key Managerial Personnel

Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2019 are:

1. Shri Prabhat Singh, MD&CEO

2. Shri V. K. Mishra, Director (Finance) and CFO (w.e.f. 18th April, 2018)

3. Shri Rajan Kapur, Vice President - Company Secretary (w.e.f. 27th July, 2018)

Following are the changes in Key Managerial Personnel of the Company during the FY 2018-19:

1. Shri V. K. Mishra, Director (Finance) and CFO (w.e.f. 18th April, 2018)

2. Shri Rajan Kapur, Vice President - Company Secretary (w.e.f. 27th July, 2018)*

*Shri Mukesh Gupta, VP (F&A) was officiating Company Secretary and Compliance Officer from 1st February, 2018 to 26th July, 2018.

ANNUAL EVALUATION OF THE BOARD

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. The evaluation of all the Directors, Committees, Chairman of the Board and the Board as a Whole was conducted based on a structured evaluation process considering various aspects of the Board's functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of Companies Act, 2013, Declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

All new Independent Directors inducted in to the Board attend an orientation programme. The Company has well-defined Training

Program for training to Board Members which inter-alia include the various familiarization programs in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/ Committee meetings.The details of such familiarization programs have also been posted on the website of the Company. Further, at the time of the appointment of Independent Director, the Company issues a formal letter of appointment outlining his/her roles, responsibilities, functions, duties, remuneration and other terms and conditions. The format of the letter of appointment is available on the website of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, five Board Meetings were held and the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.

BOARD DIVERSITY

The Company recognizes an embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographic backgrounds, age, ethnicity, race and gender.that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out approach to diversity. The policy is available at the website of the Company at https://www. petronetlng.com/PDF/PolicyDiversity.pdf.

AUDIT COMMITTEE

The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.

NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In compliance with the provisions of the Companies Act, 2013, the details of investments made and loans/guarantees provided as on 31st March, 2019 are given in the respective Notes to the financial statements.

INSURANCE

The Company has taken Directors and Officers liabilities insurance as well as appropriate insurance for all assets against foreseeable perils.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Company's future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPTs)

In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The same has been posted on the website of the Company. The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in section 188 (1) of the Companies Act, 2013 is annexed to this report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are annexed to this Report.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors' Report and is annexed herewith.

HUMAN RESOURCES

The company maintained harmonious and cordial industrial relations. No man days were lost due to strike or lock-out. As on 31st March, 2019, there were 494 employees excluding three Whole-time Directors.

SECRETARIAL AUDIT

M/s A. N. Kukreja, Practicing Company Secretary (M. No. FCS 1070, CP No. 2318), was appointed by Board of Director to conduct the Secretarial Audit of the Company for the financial year 2018-19 as required under Section 204 of Companies Act, 2013 and rules thereunder.

A Secretarial Audit Report submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed with this report along with Management's Reply on the Secretarial Audit Report for the Financial Year 2018-19.

CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditors' Certificate regarding Compliance of the SEBI Code of Corporate Governance, is annexed to this report along with Management's Reply on the Auditors' Report on the Corporate Governance Report for the Financial Year 2018-19.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report contains a separate section on Management Discussion and Analysis which is annexed with the Directors' Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report covering initiatives taken with environmental, social and governance perspective has been prepared in accordance with the directives of SEBI and forms a part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial and smooth relations amongst all its employees at Dahej and Kochi terminals.

RISK MANAGEMENT

The Company has laid down policies and procedures to inform the Members of the Board about the risk assessment and minimization procedure. A Risk Management Committee periodically reviews the procedures to ensure that Executive Management controls risk through properly defined framework. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March, 2019, no complaint was received under Vigil Mechanism and thus no complaint was pending as on 31st March, 2019.

CODE OF CONDUCT

STATUTORY AUDITORS

The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by MD & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is given on the website of the Company.

LISTING ON STOCK EXCHANGES

The Company's equity shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd. The Unsecured Non Convertible Debentures are listed on National Stock Exchange of India Ltd. The Company has paid Listing fees for the Financial Year 2018-19 to the above Stock Exchanges in time.

TRANSFER OF AMOUNTS/SECURITIES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/Unclaimed Dividend account for the financial year 2006-07 to 2010-11 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link - https://www. petronetlng.com/ UnpaidDividend.php

Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more were also transferred to IEPF Suspense Account. Details of the same is available at website of the Company at the following link - https://www.petronetlng.com/PDF/IEPFSuspense.pdf

OTHER DISCLOSURES

No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2018-19:-

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

During the financial year 2018-19, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and thus no case was pending as on 31st March, 2019.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

M/s T. R. Chadha & Co., Chartered Accountants LLP, have been appointed by the Shareholders of the Company as Statutory Auditors for the financial year 2018-19.

AUDITORS' REPORT

The Auditors have submitted an unqualified report for the financial year 2018-19.

COST AUDITOR

The Board of Directors has appointed M/s K. L. Jaisingh& Co., Cost Accountants (Regn. No. 00182) as the Cost Auditor of the Company for the Financial Year 2018-19.The Cost Audit Report for the year 2017-18 has been filed under XBRL mode on 24th August, 2018.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby states that:

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

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

GREEN INITIATIVES

The Company is committed towards Green Initiative, it has been earnestly requesting its members from time to time to register/ update their email-ids in view of the circulars issued by Ministry of Corporate Affairs and other statutory provisions with the Company either at the registered office or at e-mail address: [email protected] quoting full details of Folio No./DP, Client ID and name of first / sole holder or to the concerned depository. In furtherance, to contribute towards the green initiative, the Company is sending the Business Reply Envelope along with the physical copy of Annual Report to facilitate the Members to register/update their email ids.

ACKNOWLEDGEMENTS

The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors, Lenders and the Employees of the Company for their whole-hearted co-operation and unstinted support. The Directors want to express their deep-felt thanks and best wishes to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.

 

For and on behalf of the Board of Directors

 

 

Place : New Delhi

(Dr. M. M. Kutty)

Date : 15th July, 2019

Chairman

DIVIDEND DISTRIBUTION POLICY

Background

As per Regulation 43A of SEBI (LODR) Regulations, 2015, the top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed in their annual reports and on their websites.

Further, the listed entities other than top five hundred listed entities based on market capitalization may disclose their dividend distribution policies on a voluntary basis in their annual reports and on their websites.

Considering the fact that Petronet LNG Limited (PLL) is amongst the top 500 listed entities as per the criteria, its ranking as per NSE being 95th as at 31st March 2016, the said regulation applies to PLL.

As per the regulation, the dividend distribution policy shall include the following parameters:

a) The circumstances under which the share holders of the Company may or may not expect dividend;

b) The financial parameters that shall be considered while declaring dividend;

c) Internal and external factors that shall be considered for declaration of dividend;

d) Policy as to how the retained earning shall be utilized; and

e) Parameters that shall be adopted with regards to various classes of shares.

The regulation also states that if the listed entity proposes to declare dividend on the basis of parameters in addition to clauses (a) to (e) or proposes to change such additional parameters or the dividend distribution policy contained in any of the parameters, it shall disclose such changes with the rationale for the same in its annual report and on its website.

The policy has been framed broadly in line with the provisions of the Companies Act, 2013 and also taking into consideration and guidelines issued by SEBI to the extent applicable.The amended Policy shall be applicable w.e.f. 15th May, 2019 onwards.

Dividend and Category of Dividend

Dividend is the payment made by a Company to its share holders, usually in the form of distribution of its profits, in proportion to the amount paid upon shares they hold.

The Companies Act provides for payment of dividend in two forms-Interim& Final. The Board of Directors shall have the power to recommend final dividend to the share holders for their approval in the Annual General Meeting of the Company. The Board of Directors shall have the absolute power to declare interim dividend during the financial year, as and when they consider it fit.

Final Dividend

The Final dividend, if any, is paid once for the financial year after the annual accounts are prepared. The declaration of Final dividend shall be included in the ordinary business items that are required to be transacted at the Annual General Meeting.

Interim Dividend

This form of dividend can be declared by the Board of Directors one or more times in a financial year as may be deemed fit by it. The Board of Directors of the Company would declare an interim dividend, as and when considered appropriate, in line with this policy. Normally, the Board could consider declaring an interim dividend after finalization of quarterly (or half yearly) financial accounts.

Circumstances under which the shareholders of the Company may or may not expect dividend

The Company is committed to driving value creation for all its stakeholders. The decision regarding dividend pay-out is a crucial decision as it determines the amount to be distributed among shareholders of the Company out of its distributable profits and the amount of profit to be retained in business. The Board would continue to adopt a progressive and dynamic dividend policy, ensuring the immediate as well as long term needs of the business along with rewarding shareholders of the company.

The Company has been consistently paying out dividends to its shareholders since FY 2006- 07 and can be reasonably expected to continue paying dividends in future as well, quantum of which shall be decided by the Board considering the available distributable profits.

The company may not declare dividend or declare dividend at a rate lower than its normal rate of dividend in the circumstances as given below:

a) where company has undertaken a significant project requiring higher capital allocation.

b) where company is into merger or acquisitions which demands higher capital allocation.

c) in an event where the Company profits are inadequate or Company makes losses

d) in case of a contingencies which may require higher capital allocation.

In all the above stated circumstances, the company would like to use the Company's reserves judiciously.

It may also be noted that declaration of dividend will be subject to statutory guidelines prescribed in this regard by Companies Act 2013, SEBI, MCA or any other statutory authority.

The financial parameters that shall be considered while declaring dividend

The Board of the Company may be guided by the following financial parameters interalia before making any recommendation for the dividend:

1. Net Profits earned and free cash generated by the Company during the financial year.

2. Projected future profits of the Company.

3. Present and future Capital requirements of the Company, including working capital.

4. Future expansion plans of the Company, including probable mergers and acquisition.

5. Retention of sufficient profits to strengthen the Balance Sheet of the Company which can be leveraged at an appropriate time for supporting growth, if required.

6. Liquidity available with the Company and cost and availability of funds from alternate sources of financing.

7. Covenants of loan and other commercial agreements.

8. Applicable taxation policy with respect to distribution of dividend, including taxation in the hands of investors as well.

9. Track record of dividend distributed by the Company in the past.

10. Statutory limits prescribed with respect to dividend distribution.

11. Any other factor as the Board may deem fit.

Internal and External factors that shall be considered while declaring dividend

External Factors

External factors that shall be considered while recommending the dividend, would include the state of economy, inflation, growth of economy and business, commodity prices, prevailing interest rate, tax rates, condition of the capital markets and statutory guidelines with respect to dividend pay-out.

Internal Factors

Internal factors that shall be considered while recommending the dividend, would mainly be the factors as mentioned above in the financial parameters.

Policy as to how the retained earnings shall be utilized

The Company is engaged in the business of LNG import and re-gasification, including operation of LNG import terminals. The retained earnings are to be deployed in the long-term investment in LNG value chain including overseas projects, debt repayment and working capital requirement. Retained earnings can also be used for dividend payment in future years; and buy back of shares, as also for acquisition and investment in subsidiaries. Subject to the factors, as described in the preceding paragraphs, it will be the endeavour to give investors on yearly basis:

a) Reasonable yield on their investment.

b) Adequate dividend payout not less than 30% of net profit after tax or 5% of its Net Worth, whichever is higher.

Parameters that shall be adopted with regard to various classes of shares

Since the Company has issued only one class of equity shares with equal voting rights, all the members of the Company are entitled to receive the same amount of dividend per share. The holders of the equity shares of the Company, as on the record date, are entitled to receive dividends.

The policy shall be suitably revisited at the time of issue of any new class of shares depending upon the nature and guidelines thereof.

Modification/Deviations to the policy

The Board is authorized to change/amend this policy from time to time at its sole discretion and/or pursuant to any amendments made in the Companies Act, 2013 or any other Statutory Regulations.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on the financial year ended on 31st March, 2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i

CIN

L74899DL1998PLC093073

ii

Registration Date

2nd April, 1998

iii

Name of the Company

Petronet LNG Limited

iv

Category / Sub-Category of the Company

Company Limited by Shares

V

Address of the Registered office and contact details

World Trade Centre, Barakhamba Lane, Babar

 

 

Road, New Delhi- 110001

 

 

Tel : 011-23472525

 

 

Fax : 011-23472550

 

 

Email : [email protected]

vi

Whether listed company Yes / No

Yes

vii

Name, Address and Contact details of Registrar and

M/s Karvy Fintech Pvt. Limited

 

Transfer Agent ,if any

Karvy Selenium Tower B, Plot 31-32,

 

 

Gachibowli, Financial District, Nanakramguda,

 

 

Hyderabad - 500 032

 

 

Tele: 040- 67162222

 

 

Fax: 040-23420814

 

 

Toll Free No.: 1800-345-4001

 

 

Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

SI. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1.

Sale of RLNG

1110

95.37%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.No.

Name and Address of the Company

CIN/GLN

Holding/ Subsidary/ Associate

% of shares Held

Applicable Section

1.

Adani Petronet (Dahej) Port Pvt. Ltd. Adani House, Nr Mithakhali, Six Roads, Navrangpura Ahmedabad, Gujarat - 380009

U63012GJ2003PTC041919

Associate

26%

2(6)

2.

Petronet LNG Foundation 304-3rd Floor, World Trade Centre, Babar Road, Connaught Place, New Delhi, Delhi- 110001

U85320DL2017N PL315422

Subsidiary

Company Limited by Guarantee (100%)

2(87)

3.

India LNG Transport Co. (No. 4) Pvt. Ltd., 1 Harbourfront Place, #13-01, Harbour front Tower One The Republic of Singapore -098633

Foreign Company

Associate

26%

2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) 1.

 i) Category-wise Holding

Category Code

Category of Shareholder

No. of shares held at the beginning of the year 1st April, 2018

No. of shares held at the end of the year 31st March, 2019

% change during the year

Demat

Physical

Total

% of Total Share

Demat

Physical

Total

% of Total Share

(I)

(II)

(III)

(IV)

(V)

(VI)

(VII)

(VIII)

(IX)

(X)

(XI)

(A)

PROMOTER & PROMOTER GROUP

 

 

 

 

 

 

 

 

 

(1)

INDIAN

 

 

 

 

 

 

 

 

 

(a)

Individual/ HUF

0

0

0

0.00

0

0

0

0.00

0.00

(b)

Central Government/ State Government (s)

0

0

0

0.00

0

0

0

0.00

0.00

(c)

Bodies Corporate

750000000

0

750000000

50.00

750000000

0

750000000

50.00

0.00

(d)

Financial Institutions/ Banks

0

0

0

0.00

00

0

0

0.00

0.00

(e)

Others

0

0

0

0.00

0

0

0

0.00

0.00

 

Sub- Total A(1):

750000000

0

750000000

50.00

750000000

0

750000000

50.00

00.00

 

 

 

 

 

 

 

 

 

 

 

(2)

FOREIGN

 

 

 

 

 

 

 

 

 

(a)

Individual/ HUF

0

0

0

0.00

0

0

0

0.00

0.00

(b)

Bodies Corporate

0

0

0

0.00

0

0

0

0.00

0.00

(c)

Institutions

0

0

0

0.00

0

0

0

0.00

0.00

(d)

Qualifies Foreign Investor

0

0

0

0.00

0

0

0

0.00

0.00

(e)

Others

0

0

0

0.00

0

0

0

0.00

0.00

 

Sub- Total A(2):

0

0

0

0.00

0

0

0

0.00

0.00

 

Total A=A(1)+A(2)

750000000

0

750000000

50.00

750000000

0

750000000

50.00

00.00

 

 

 

 

 

 

 

 

 

 

 

(B)

PUBLIC SHAREHOLDING

 

 

 

 

 

 

 

 

 

(1)

INSTITUTIONS

 

 

 

 

 

 

 

 

 

(a)

Mutual Funds / UTI

145940443

0

145940443

9.73

162867996

0

162867996

10.86

1.13

(b)

Financial Institutions

1406731

0

1406731

0.09

2270367

4

2270371

0.15

0.06

(c)

Central Government/ State Government (s)

0

0

0

0.00

0

0

0

0.00

0.00

(d)

Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

(e)

Insurance Companies

0

0

0

0.00

0

0

58956

0.00

0.00

(f)

FlIs/Foreign Portfolio Investors

376580933

0

376580933

25.11

384706176

0

384706176

25.65

0.54

(g)

Foreign Venture Capital Investors

0

0

0

0.00

0

0

0

0.00

0.00

(h)

Qualifies Foreign Investor

0

0

0

0.00

0

0

0

0.00

0.00

(i)

Others

6439

0

6439

0.00

1314

0

1314

0.00

0.00

 

Sub- Total B(1)

5239344546

0

5239344546

34.93

549904809

4

549904813

36.66

1.73

(2)

NON- INSTITUTIONS

 

 

 

 

 

 

 

 

 

(a)

Bodies Corporate

48413890

2

48413892

3.23

31007357

0

31007357

2.07

-1.16

(b)

Individuals

 

 

 

 

 

 

 

 

 

 

(i) Individual holding nominal share capital upto Rs. 2 Lakh

141354497

100541

141455038

9.43

133862092

51069

133913161

8.92

-0.5

 

(ii) Individual holding nominal share capital in excess Rs. 2 Lakh

20477497

0

20477497

1.37

16889929

0

16889929

1.13

-0.24

(c)

Others

 

 

 

 

 

 

 

 

 

 

Clearing Members

4006324

0

4006324

0.27

5320836

0

5320836

0.35

0.08

 

NBFC

150502

0

150502

0.01

116537

0

116537

0.01

0.00

 

Non Resident Indians

3836463

210010

4046473

0.27

3632723

210010

3842733

0.26

-0.01

 

NRI Non - Repatriation

1995106

0

1995106

0.13

2102550

0

2102550

0.14

0.01

 

Overseas Corporate Bodies

0

0

0

0.00

0

0

0

0.00

0.00

 

Trusts

2461519

0

2461519

0.16

5188590

0

5188590

0.35

0.19

 

Alternative Investment Fund

1999370

0

1999370

0.13

479383

0

479383

0.03

-0.1

 

IEPF

1059821

0

1059821

0.07

1234199

0

1234199

0.08

0.01

(d)

Qualifies Foreign Investor

0

0

0

0.00

0

0

0

0.00

0.00

 

Sub- Total B(2)

225754989

310553

226065542

15.07

199834196

261079

200095275

13.34

1.73

 

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

749689535

310553

750000088

50.00

749739005

261083

750000088

50.00

0.00

 

Total (A+B)

1499689555

310533

1500000088

100.00

1499739005

261083

1500000088

100.00

0.00

(C)

Shares held by Custodians, against which Depository Receipts have been issued

 

 

 

 

 

 

 

 

 

0)

Promoter & Promoter Group

0

0

0

0.00

0

0

0

0.00

0.00

(2)

Public

0

0

0

0.00

0

0

0

0.00

0.00

 

GRAND TOTAL (A+B+C):

1499689555

310533

1500000088

100.00

1499739005

261083

1500000088

100.00

0.00

(ii) Shareholding of Promoters

S.No.

Shareholder's Name

No. of shares held as on 1st April, 2018

No. of shares held as on 31st March, 2019

%

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

change in share holding during the year

1.

Indian Oil Corporation Limited

18,75,00,000

12.50

-

18,75,00,000

12.50

-

Nil

2.

Bharat Petroleum Corporation Ltd

18,75,00,000

12.50

-

18,75,00,000

12.50

-

Nil

3.

Gail (India) Limited

18,75,00,000

12.50

-

18,75,00,000

12.50

-

Nil

4.

Oil and Natural Gas Corporation Limited

18,75,00,000

12.50

-

18,75,00,000

12.50

-

Nil

 

Total

75,00,00,000

50.00

-

75,00,00,000

50.00

-

 

(iii) Change in Promoters' Shareholding

There is no change in Promoters' Shareholding (%).

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

s.No.

Type

Name of the Share Holder

Shareholding at the beginning of the year

Date

Increase/ Decrease in share holding

Reason

Cumulative Shareholding during the year

No. of Shares

% of total shares of the company

No. of Shares

% of total shares of the Company

1

Opening Balance

SMALLCAP WORLD FUND, INC

22920000

1.53

31/03/2018

 

 

22920000

1.53

 

Sale

 

 

 

16/11/2018

-612206

Transfer

22307794

1.49

 

Sale

 

 

 

23/11/2018

-2175869

Transfer

20131925

1.34

 

Sale

 

 

 

30/11/2018

-3891349

Transfer

16240576

1.08

 

Sale

 

 

 

07/12/2018

-3320576

Transfer

12920000

0.86

 

Closing Balance

 

 

 

30/03/2019

 

 

12920000

0.86

2

Opening Balance

MOTILAL OSWAL MOST FOCUSED DYNAMIC EQUITY FUND

19519388

1.30

31/03/2018

 

 

19519388

1.30

 

Purchase

 

 

 

06/04/2018

274169

Transfer

19793557

1.32

 

Purchase

 

 

 

04/05/2018

244880

Transfer

20038437

1.34

 

Purchase

 

 

 

25/05/2018

1980000

Transfer

22018437

1.47

 

Purchase

 

 

 

06/07/2018

217764

Transfer

22236201

1.48

 

Purchase

 

 

 

13/07/2018

5098

Transfer

22241299

1.48

 

Purchase

 

 

 

27/07/2018

185922

Transfer

22427221

1.50

 

Purchase

 

 

 

03/08/2018

258622

Transfer

22685843

1.51

 

Purchase

 

 

 

10/08/2018

345000

Transfer

23030843

1.54

 

Sale

 

 

 

17/08/2018

-176055

Transfer

22854788

1.52

 

Sale

 

 

 

24/08/2018

-429678

Transfer

22425110

1.50

 

Sale

 

 

 

07/09/2018

-282345

Transfer

22142765

1.48

 

Sale

 

 

 

12/10/2018

-1006939

Transfer

21135826

1.41

 

Sale

 

 

 

02/11/2018

-215660

Transfer

20920166

1.39

 

Sale

 

 

 

09/11/2018

-452541

Transfer

20467625

1.36

 

Purchase

 

 

 

16/11/2018

55861

Transfer

20523486

1.37

 

Sale

 

 

 

14/12/2018

-44162

Transfer

20479324

1.37

 

Purchase

 

 

 

28/12/2018

94416

Transfer

20573740

1.37

 

Purchase

 

 

 

04/01/2019

470213

Transfer

21043953

1.40

 

Purchase

 

 

 

01/02/2019

21043953

Transfer

42087906

2.81

 

Sale

 

 

 

01/02/2019

-21043953

Transfer

21043953

1.40

 

Purchase

 

 

 

08/02/2019

817370

Transfer

21861323

1.46

 

Sale

 

 

 

22/02/2019

-883670

Transfer

20977653

1.40

 

Sale

 

 

 

01/03/2019

-568029

Transfer

20409624

1.36

 

Sale

 

 

 

15/03/2019

-798072

Transfer

19611552

1.31

 

Sale

 

 

 

22/03/2019

-1926435

Transfer

17685117

1.18

 

Sale

 

 

 

29/03/2019

-151532

Transfer

17533585

1.17

 

Closing Balance

 

 

 

30/03/2019

 

 

17533585

1.17

3

Opening Balance

SOCIETE GENERALE

18493122

1.23

31/03/2018

 

 

18493122

1.23

 

Purchase

 

 

 

06/04/2018

404059

Transfer

18897181

1.26

 

Sale

 

 

 

13/04/2018

-132139

Transfer

18765042

1.25

 

Sale

 

 

 

20/04/2018

-329909

Transfer

18435133

1.23

 

Sale

 

 

 

27/04/2018

-1579886

Transfer

16855247

1.12

 

Sale

 

 

 

04/05/2018

-1245374

Transfer

15609873

1.04

 

Sale

 

 

 

11/05/2018

-2791679

Transfer

12818194

0.85

 

Sale

 

 

 

18/05/2018

-466813

Transfer

12351381

0.82

 

Purchase

 

 

 

25/05/2018

3744122

Transfer

16095503

1.07

 

Purchase

 

 

 

01/06/2018

153147

Transfer

16248650

1.08

 

Purchase

 

 

 

08/06/2018

453456

Transfer

16702106

1.11

 

Purchase

 

 

 

15/06/2018

227748

Transfer

16929854

1.13

 

Purchase

 

 

 

22/06/2018

60431

Transfer

16990285

1.13

 

Purchase

 

 

 

29/06/2018

403288

Transfer

17393573

1.16

 

Purchase

 

 

 

06/07/2018

550957

Transfer

17944530

1.20

 

Sale

 

 

 

13/07/2018

-270449

Transfer

17674081

1.18

 

Sale

 

 

 

20/07/2018

-1128854

Transfer

16545227

1.10

 

Sale

 

 

 

27/07/2018

-2162201

Transfer

14383026

0.96

 

Sale

 

 

 

03/08/2018

-1252935

Transfer

13130091

0.88

 

Sale

 

 

 

10/08/2018

-955600

Transfer

12174491

0.81

 

Sale

 

 

 

17/08/2018

-577066

Transfer

11597425

0.77

 

Sale

 

 

 

24/08/2018

-1621199

Transfer

9976226

0.67

 

Sale

 

 

 

31/08/2018

-3187943

Transfer

6788283

0.45

 

Sale

 

 

 

07/09/2018

-1067244

Transfer

5721039

0.38

 

Sale

 

 

 

14/09/2018

-1193983

Transfer

4527056

0.30

 

Sale

 

 

 

21/09/2018

-265842

Transfer

4261214

0.28

 

Sale

 

 

 

28/09/2018

-53873

Transfer

4207341

0.28

 

Sale

 

 

 

05/10/2018

-97654

Transfer

4109687

0.27

 

Sale

 

 

 

12/10/2018

-220552

Transfer

3889135

0.26

 

Sale

 

 

 

19/10/2018

-69823

Transfer

3819312

0.25

 

Sale

 

 

 

26/10/2018

-188984

Transfer

3630328

0.24

 

Purchase

 

 

 

02/11/2018

3503073

Transfer

7133401

0.48

 

Sale

 

 

 

09/11/2018

-88481

Transfer

7044920

0.47

 

Sale

 

 

 

16/11/2018

-485149

Transfer

6559771

0.44

 

Sale

 

 

 

23/11/2018

-76342

Transfer

6483429

0.43

 

Sale

 

 

 

30/11/2018

-341182

Transfer

6142247

0.41

 

Sale

 

 

 

07/12/2018

-360956

Transfer

5781291

0.39

 

Sale

 

 

 

14/12/2018

-254732

Transfer

5526559

0.37

 

Sale

 

 

 

21/12/2018

-672482

Transfer

4854077

0.32

 

Sale

 

 

 

28/12/2018

-184351

Transfer

4669726

0.31

 

Sale

 

 

 

31/12/2018

-16528

Transfer

4653198

0.31

 

Sale

 

 

 

04/01/2019

-554125

Transfer

4099073

0.27

 

Sale

 

 

 

11/01/2019

-224123

Transfer

3874950

0.26

 

Sale

 

 

 

18/01/2019

-52573

Transfer

3822377

0.25

 

Sale

 

 

 

25/01/2019

-201559

Transfer

3620818

0.24

 

Sale

 

 

 

01/02/2019

-825862

Transfer

2794956

0.19

 

Sale

 

 

 

08/02/2019

-34071

Transfer

2760885

0.18

 

Sale

 

 

 

15/02/2019

-34126

Transfer

2726759

0.18

 

Purchase

 

 

 

22/02/2019

173015

Transfer

2899774

0.19

 

Sale

 

 

 

01/03/2019

-68199

Transfer

2831575

0.19

 

Sale

 

 

 

08/03/2019

-152664

Transfer

2678911

0.18

 

Sale

 

 

 

15/03/2019

-684491

Transfer

1994420

0.13

 

Purchase

 

 

 

22/03/2019

100911

Transfer

2095331

0.14

 

Purchase

 

 

 

29/03/2019

460316

Transfer

2555647

0.17

 

Closing Balance

 

 

 

30/03/2019

 

 

2555647

0.17

4

Opening Balance

FRANKLIN INDIA PENSION PLAN

18200096

1.21

31/03/2018

 

 

18200096

1.21

 

Purchase

 

 

 

06/04/2018

19513

Transfer

18219609

1.21

 

Purchase

 

 

 

27/04/2018

766409

Transfer

18986018

1.27

 

Purchase

 

 

 

04/05/2018

150000

Transfer

19136018

1.28

 

Purchase

 

 

 

18/05/2018

737020

Transfer

19873038

1.32

 

Purchase

 

 

 

15/06/2018

100000

Transfer

19973038

1.33

 

Purchase

 

 

 

22/06/2018

1343356

Transfer

21316394

1.42

 

Purchase

 

 

 

29/06/2018

1056644

Transfer

22373038

1.49

 

Purchase

 

 

 

06/07/2018

200000

Transfer

22573038

1.50

 

Purchase

 

 

 

31/08/2018

30000

Transfer

22603038

1.51

 

Purchase

 

 

 

07/09/2018

50000

Transfer

22653038

1.51

 

Purchase

 

 

 

28/09/2018

15000

Transfer

22668038

1.51

 

Purchase

 

 

 

12/10/2018

28156

Transfer

22696194

1.51

 

Purchase

 

 

 

04/01/2019

196965

Transfer

22893159

1.53

 

Purchase

 

 

 

11/01/2019

219418

Transfer

23112577

1.54

 

Purchase

 

 

 

18/01/2019

287005

Transfer

23399582

1.56

 

Purchase

 

 

 

25/01/2019

1000000

Transfer

24399582

1.63

 

Purchase

 

 

 

01/02/2019

850000

Transfer

25249582

1.68

 

Purchase

 

 

 

08/02/2019

1000000

Transfer

26249582

1.75

 

Purchase

 

 

 

22/02/2019

1500000

Transfer

27749582

1.85

 

Closing Balance

 

 

 

30/03/2019

 

 

27749582

1.85

5

Opening Balance

GOVERNMENT OF SINGAPORE

9214880

0.61

31/03/2018

 

 

9214880

0.61

 

Purchase

 

 

 

06/04/2018

5122

Transfer

9220002

0.61

 

Sale

 

 

 

20/04/2018

-90405

Transfer

9129597

0.61

 

Sale

 

 

 

27/04/2018

-550

Transfer

9129047

0.61

 

Sale

 

 

 

04/05/2018

-6027

Transfer

9123020

0.61

 

Purchase

 

 

 

11/05/2018

20353

Transfer

9143373

0.61

 

Sale

 

 

 

18/05/2018

-22357

Transfer

9121016

0.61

 

Sale

 

 

 

25/05/2018

-5159

Transfer

9115857

0.61

 

Purchase

 

 

 

01/06/2018

165129

Transfer

9280986

0.62

 

Purchase

 

 

 

08/06/2018

393515

Transfer

9674501

0.64

 

Purchase

 

 

 

15/06/2018

194347

Transfer

9868848

0.66

 

Purchase

 

 

 

22/06/2018

61016

Transfer

9929864

0.66

 

Sale

 

 

 

13/07/2018

-14787

Transfer

9915077

0.66

 

Purchase

 

 

 

20/07/2018

66584

Transfer

9981661

0.67

 

Purchase

 

 

 

03/08/2018

928301

Transfer

10909962

0.73

 

Sale

 

 

 

10/08/2018

-54234

Transfer

10855728

0.72

 

Purchase

 

 

 

24/08/2018

151459

Transfer

11007187

0.73

 

Purchase

 

 

 

31/08/2018

352994

Transfer

11360181

0.76

 

Purchase

 

 

 

07/09/2018

197635

Transfer

11557816

0.77

 

Purchase

 

 

 

14/09/2018

239590

Transfer

11797406

0.79

 

Purchase

 

 

 

21/09/2018

123514

Transfer

11920920

0.79

 

Sale

 

 

 

05/10/2018

-67296

Transfer

11853624

0.79

 

Sale

 

 

 

12/10/2018

-6869

Transfer

11846755

0.79

 

Purchase

 

 

 

19/10/2018

47736

Transfer

11894491

0.79

 

Purchase

 

 

 

02/11/2018

20194

Transfer

11914685

0.79

 

Sale

 

 

 

16/11/2018

-624

Transfer

11914061

0.79

 

Purchase

 

 

 

23/11/2018

70056

Transfer

11984117

0.80

 

Purchase

 

 

 

30/11/2018

1455960

Transfer

13440077

0.90

 

Sale

 

 

 

07/12/2018

-7921

Transfer

13432156

0.90

 

Sale

 

 

 

14/12/2018

-161

Transfer

13431995

0.90

 

Purchase

 

 

 

21/12/2018

879941

Transfer

14311936

0.95

 

Purchase

 

 

 

28/12/2018

668916

Transfer

14980852

1.00

 

Purchase

 

 

 

04/01/2019

60025

Transfer

15040877

1.00

 

Purchase

 

 

 

18/01/2019

70935

Transfer

15111812

1.01

 

Purchase

 

 

 

08/02/2019

774073

Transfer

15885885

1.06

 

Purchase

 

 

 

22/02/2019

69329

Transfer

15955214

1.06

 

Sale

 

 

 

01/03/2019

-171029

Transfer

15784185

1.05

 

Sale

 

 

 

08/03/2019

-264835

Transfer

15519350

1.03

 

Purchase

 

 

 

15/03/2019

547958

Transfer

16067308

1.07

 

Purchase

 

 

 

22/03/2019

58648

Transfer

16125956

1.08

 

Closing Balance

 

 

 

30/03/2019

 

 

16125956

1.08

6

Opening Balance

ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C

15643872

1.04

31/03/2018

 

 

15643872

1.04

 

Purchase

 

 

 

06/04/2018

40000

Transfer

15683872

1.05

 

Sale

 

 

 

18/05/2018

-1908100

Transfer

13775772

0.92

 

Purchase

 

 

 

25/05/2018

4355100

Transfer

18130872

1.21

 

Sale

 

 

 

25/05/2018

-100000

Transfer

18030872

1.20

 

Purchase

 

 

 

01/06/2018

527400

Transfer

18558272

1.24

 

Sale

 

 

 

13/07/2018

-1350000

Transfer

17208272

1.15

 

Purchase

 

 

 

20/07/2018

1350000

Transfer

18558272

1.24

 

Sale

 

 

 

20/07/2018

-1737930

Transfer

16820342

1.12

 

Purchase

 

 

 

27/07/2018

522000

Transfer

17342342

1.16

 

Purchase

 

 

 

03/08/2018

10000

Transfer

17352342

1.16

 

Purchase

 

 

 

10/08/2018

600000

Transfer

17952342

1.20

 

Purchase

 

 

 

07/09/2018

1500000

Transfer

19452342

1.30

 

Sale

 

 

 

14/09/2018

-168000

Transfer

19284342

1.29

 

Purchase

 

 

 

12/10/2018

20000

Transfer

19304342

1.29

 

Purchase

 

 

 

19/10/2018

774100

Transfer

20078442

1.34

 

Purchase

 

 

 

26/10/2018

1455600

Transfer

21534042

1.44

 

Purchase

 

 

 

07/12/2018

936000

Transfer

22470042

1.50

 

Purchase

 

 

 

21/12/2018

118370

Transfer

22588412

1.51

 

Purchase

 

 

 

28/12/2018

1256

Transfer

22589668

1.51

 

Sale

 

 

 

28/12/2018

-150000

Transfer

22439668

1.50

 

Sale

 

 

 

25/01/2019

-447000

Transfer

21992668

1.47

 

Purchase

 

 

 

22/02/2019

18000

Transfer

22010668

1.47

 

Purchase

 

 

 

01/03/2019

13356

Transfer

22024024

1.47

 

Purchase

 

 

 

08/03/2019

24168

Transfer

22048192

1.47

 

Purchase

 

 

 

15/03/2019

954

Transfer

22049146

1.47

 

Sale

 

 

 

15/03/2019

-106000

Transfer

21943146

1.46

 

Sale

 

 

 

22/03/2019

-2838

Transfer

21940308

1.46

 

Sale

 

 

 

29/03/2019

-584226

Transfer

21356082

1.42

 

Closing Balance

 

 

 

30/03/2019

 

 

21356082

1.42

7

Opening Balance

T. ROWE PRICE INTERNATIONAL GROWTH AND INCOME FUND

8026665

0.54

31/03/2018

 

 

8026665

0.54

 

Purchase

 

 

 

13/04/2018

37499

Transfer

8064164

0.54

 

Purchase

 

 

 

15/06/2018

110113

Transfer

8174277

0.54

 

Purchase

 

 

 

22/06/2018

60247

Transfer

8234524

0.55

 

Purchase

 

 

 

06/07/2018

2533984

Transfer

10768508

0.72

 

Purchase

 

 

 

13/07/2018

1557263

Transfer

12325771

0.82

 

Purchase

 

 

 

20/07/2018

4454049

Transfer

16779820

1.12

 

Purchase

 

 

 

03/08/2018

1627961

Transfer

18407781

1.23

 

Sale

 

 

 

07/09/2018

-224298

Transfer

18183483

1.21

 

Sale

 

 

 

26/10/2018

-185717

Transfer

17997766

1.20

 

Sale

 

 

 

16/11/2018

-956937

Transfer

17040829

1.14

 

Sale

 

 

 

23/11/2018

-1542604

Transfer

15498225

1.03

 

Sale

 

 

 

11/01/2019

-289763

Transfer

15208462

1.01

 

Sale

 

 

 

01/02/2019

-205883

Transfer

15002579

1.00

 

Purchase

 

 

 

08/02/2019

589852

Transfer

15592431

1.04

 

Closing Balance

 

 

 

30/03/2019

 

 

15592431

1.04

8

Opening Balance

KOTAK BALANCED ADVANTAGE FUND

15528016

1.04

31/03/2018

 

 

15528016

1.04

 

Sale

 

 

 

06/04/2018

-6000

Transfer

15522016

1.03

 

Purchase

 

 

 

13/04/2018

72000

Transfer

15594016

1.04

 

Sale

 

 

 

20/04/2018

-57000

Transfer

15537016

1.04

 

Purchase

 

 

 

27/04/2018

174000

Transfer

15711016

1.05

 

Purchase

 

 

 

04/05/2018

768000

Transfer

16479016

1.10

 

Purchase

 

 

 

11/05/2018

945000

Transfer

17424016

1.16

 

Purchase

 

 

 

18/05/2018

3782000

Transfer

21206016

1.41

 

Purchase

 

 

 

25/05/2018

1112221

Transfer

22318237

1.49

 

Sale

 

 

 

25/05/2018

-843000

Transfer

21475237

1.43

 

Purchase

 

 

 

01/06/2018

887779

Transfer

22363016

1.49

 

Sale

 

 

 

01/06/2018

-2202000

Transfer

20161016

1.34

 

Purchase

 

 

 

15/06/2018

1161000

Transfer

21322016

1.42

 

Sale

 

 

 

15/06/2018

-600000

Transfer

20722016

1.38

 

Purchase

 

 

 

22/06/2018

190000

Transfer

20912016

1.39

 

Purchase

 

 

 

29/06/2018

1650000

Transfer

22562016

1.50

 

Sale

 

 

 

29/06/2018

-219000

Transfer

22343016

1.49

 

Sale

 

 

 

06/07/2018

-556622

Transfer

21786394

1.45

 

Purchase

 

 

 

13/07/2018

52622

Transfer

21839016

1.46

 

Purchase

 

 

 

20/07/2018

1370000

Transfer

23209016

1.55

 

Purchase

 

 

 

27/07/2018

596000

Transfer

23805016

1.59

 

Purchase

 

 

 

03/08/2018

560000

Transfer

24365016

1.62

 

Purchase

 

 

 

10/08/2018

213000

Transfer

24578016

1.64

 

Purchase

 

 

 

17/08/2018

321000

Transfer

24899016

1.66

 

Purchase

 

 

 

24/08/2018

198000

Transfer

25097016

1.67

 

Sale

 

 

 

24/08/2018

-40000

Transfer

25057016

1.67

 

Sale

 

 

 

31/08/2018

-303000

Transfer

24754016

1.65

 

Sale

 

 

 

07/09/2018

-1021000

Transfer

23733016

1.58

 

Sale

 

 

 

14/09/2018

-951000

Transfer

22782016

1.52

 

Sale

 

 

 

21/09/2018

-102000

Transfer

22680016

1.51

 

Sale

 

 

 

28/09/2018

-165000

Transfer

22515016

1.50

 

Purchase

 

 

 

05/10/2018

402000

Transfer

22917016

1.53

 

Purchase

 

 

 

12/10/2018

2907440

Transfer

25824456

1.72

 

Purchase

 

 

 

19/10/2018

72908

Transfer

25897364

1.73

 

Purchase

 

 

 

26/10/2018

615197

Transfer

26512561

1.77

 

Sale

 

 

 

26/10/2018

-2685000

Transfer

23827561

1.59

 

Purchase

 

 

 

02/11/2018

557455

Transfer

24385016

1.63

 

Purchase

 

 

 

09/11/2018

384000

Transfer

24769016

1.65

 

Purchase

 

 

 

16/11/2018

1187538

Transfer

25956554

1.73

 

Purchase

 

 

 

23/11/2018

177462

Transfer

26134016

1.74

 

Purchase

 

 

 

30/11/2018

490000

Transfer

26624016

1.77

 

Purchase

 

 

 

07/12/2018

1903244

Transfer

28527260

1.90

 

Purchase

 

 

 

14/12/2018

911756

Transfer

29439016

1.96

 

Sale

 

 

 

21/12/2018

-1104000

Transfer

28335016

1.89

 

Sale

 

 

 

28/12/2018

-222000

Transfer

28113016

1.87

 

Purchase

 

 

 

31/12/2018

6000

Transfer

28119016

1.87

 

Purchase

 

 

 

04/01/2019

23890

Transfer

28142906

1.88

 

Purchase

 

 

 

11/01/2019

380010

Transfer

28522916

1.90

 

Purchase

 

 

 

18/01/2019

175100

Transfer

28698016

1.91

 

Purchase

 

 

 

25/01/2019

77542

Transfer

28775558

1.92

 

Sale

 

 

 

01/02/2019

-350542

Transfer

28425016

1.90

 

Purchase

 

 

 

08/02/2019

630000

Transfer

29055016

1.94

 

Purchase

 

 

 

15/02/2019

51000

Transfer

29106016

1.94

 

Purchase

 

 

 

22/02/2019

240000

Transfer

29346016

1.96

 

Purchase

 

 

 

01/03/2019

57000

Transfer

29403016

1.96

 

Sale

 

 

 

01/03/2019

-15000

Transfer

29388016

1.96

 

Purchase

 

 

 

08/03/2019

204000

Transfer

29592016

1.97

 

Sale

 

 

 

15/03/2019

-237000

Transfer

29355016

1.96

 

Sale

 

 

 

22/03/2019

-3000

Transfer

29352016

1.96

 

Purchase

 

 

 

29/03/2019

330000

Transfer

29682016

1.98

 

Closing Balance

 

 

 

30/03/2019

 

 

29682016

1.98

9

Opening Balance

GOVERNMENT PENSION FUND GLOBAL

13551623

0.90

31/03/2018

 

 

13551623

0.90

 

Purchase

 

 

 

02/11/2018

106577

Transfer

13658200

0.91

 

Purchase

 

 

 

09/11/2018

456064

Transfer

14114264

0.94

 

Purchase

 

 

 

16/11/2018

547472

Transfer

14661736

0.98

 

Purchase

 

 

 

23/11/2018

171463

Transfer

14833199

0.99

 

Purchase

 

 

 

30/11/2018

392723

Transfer

15225922

1.02

 

Closing Balance

 

 

 

30/03/2019

 

 

15225922

1.02

10

Opening Balance

ICICI PRUDENTIAL EQUITY ARBITRAGE FUND

13236942

0.88

31/03/2018

 

 

13236942

0.88

 

Purchase

 

 

 

06/04/2018

15199

Transfer

13252141

0.88

 

Purchase

 

 

 

13/04/2018

34381

Transfer

13286522

0.89

 

Sale

 

 

 

13/04/2018

-33000

Transfer

13253522

0.88

 

Purchase

 

 

 

20/04/2018

1594

Transfer

13255116

0.88

 

Purchase

 

 

 

27/04/2018

1326

Transfer

13256442

0.88

 

Sale

 

 

 

27/04/2018

-2331

Transfer

13254111

0.88

 

Purchase

 

 

 

04/05/2018

188937

Transfer

13443048

0.90

 

Sale

 

 

 

04/05/2018

-13977

Transfer

13429071

0.90

 

Purchase

 

 

 

11/05/2018

5482

Transfer

13434553

0.90

 

Purchase

 

 

 

18/05/2018

270543

Transfer

13705096

0.91

 

Sale

 

 

 

18/05/2018

-176

Transfer

13704920

0.91

 

Purchase

 

 

 

25/05/2018

8244

Transfer

13713164

0.91

 

Sale

 

 

 

25/05/2018

-394

Transfer

13712770

0.91

 

Purchase

 

 

 

01/06/2018

13906

Transfer

13726676

0.92

 

Purchase

 

 

 

08/06/2018

12372

Transfer

13739048

0.92

 

Sale

 

 

 

08/06/2018

-111000

Transfer

13628048

0.91

 

Purchase

 

 

 

15/06/2018

2714

Transfer

13630762

0.91

 

Sale

 

 

 

15/06/2018

-176589

Transfer

13454173

0.90

 

Purchase

 

 

 

22/06/2018

47364

Transfer

13501537

0.90

 

Sale

 

 

 

22/06/2018

-90

Transfer

13501447

0.90

 

Purchase

 

 

 

29/06/2018

664

Transfer

13502111

0.90

 

Sale

 

 

 

29/06/2018

-41657

Transfer

13460454

0.90

 

Sale

 

 

 

06/07/2018

-18270

Transfer

13442184

0.90

 

Sale

 

 

 

13/07/2018

-1415

Transfer

13440769

0.90

 

Purchase

 

 

 

20/07/2018

4050

Transfer

13444819

0.90

 

Purchase

 

 

 

27/07/2018

2821

Transfer

13447640

0.90

 

Sale

 

 

 

27/07/2018

-1349663

Transfer

12097977

0.81

 

Purchase

 

 

 

03/08/2018

3280

Transfer

12101257

0.81

 

Purchase

 

 

 

10/08/2018

1035486

Transfer

13136743

0.88

 

Sale

 

 

 

10/08/2018

-5035

Transfer

13131708

0.88

 

Purchase

 

 

 

17/08/2018

967944

Transfer

14099652

0.94

 

Sale

 

 

 

17/08/2018

-13420

Transfer

14086232

0.94

 

Purchase

 

 

 

24/08/2018

736504

Transfer

14822736

0.99

 

Purchase

 

 

 

31/08/2018

15754

Transfer

14838490

0.99

 

Purchase

 

 

 

07/09/2018

3281

Transfer

14841771

0.99

 

Sale

 

 

 

07/09/2018

-4756

Transfer

14837015

0.99

 

Purchase

 

 

 

14/09/2018

1578

Transfer

14838593

0.99

 

Sale

 

 

 

14/09/2018

-45795

Transfer

14792798

0.99

 

Purchase

 

 

 

21/09/2018

2644

Transfer

14795442

0.99

 

Purchase

 

 

 

28/09/2018

10110

Transfer

14805552

0.99

 

Sale

 

 

 

28/09/2018

-233301

Transfer

14572251

0.97

 

Purchase

 

 

 

05/10/2018

119054

Transfer

14691305

0.98

 

Purchase

 

 

 

12/10/2018

12000

Transfer

14703305

0.98

 

Purchase

 

 

 

19/10/2018

6680

Transfer

14709985

0.98

 

Purchase

 

 

 

26/10/2018

386468

Transfer

15096453

1.01

 

Sale

 

 

 

26/10/2018

-1719000

Transfer

13377453

0.89

 

Purchase

 

 

 

02/11/2018

8685

Transfer

13386138

0.89

 

Sale

 

 

 

02/11/2018

-327000

Transfer

13059138

0.87

 

Purchase

 

 

 

09/11/2018

2996

Transfer

13062134

0.87

 

Purchase

 

 

 

16/11/2018

5877

Transfer

13068011

0.87

 

Sale

 

 

 

16/11/2018

-320

Transfer

13067691

0.87

 

Purchase

 

 

 

23/11/2018

2353

Transfer

13070044

0.87

 

Purchase

 

 

 

30/11/2018

84714

Transfer

13154758

0.88

 

Purchase

 

 

 

07/12/2018

2892

Transfer

13157650

0.88

 

Purchase

 

 

 

14/12/2018

35199

Transfer

13192849

0.88

 

Purchase

 

 

 

21/12/2018

2290

Transfer

13195139

0.88

 

Sale

 

 

 

21/12/2018

-207000

Transfer

12988139

0.87

 

Purchase

 

 

 

28/12/2018

268

Transfer

12988407

0.87

 

Sale

 

 

 

28/12/2018

-24216

Transfer

12964191

0.86

 

Purchase

 

 

 

04/01/2019

1415

Transfer

12965606

0.86

 

Sale

 

 

 

04/01/2019

-252000

Transfer

12713606

0.85

 

Purchase

 

 

 

11/01/2019

5109

Transfer

12718715

0.85

 

Sale

 

 

 

11/01/2019

-27000

Transfer

12691715

0.85

 

Purchase

 

 

 

18/01/2019

11092

Transfer

12702807

0.85

 

Purchase

 

 

 

25/01/2019

2579

Transfer

12705386

0.85

 

Purchase

 

 

 

01/02/2019

6777

Transfer

12712163

0.85

 

Purchase

 

 

 

08/02/2019

102572

Transfer

12814735

0.85

 

Purchase

 

 

 

15/02/2019

40461

Transfer

12855196

0.86

 

Purchase

 

 

 

22/02/2019

9884

Transfer

12865080

0.86

 

Purchase

 

 

 

01/03/2019

5180

Transfer

12870260

0.86

 

Sale

 

 

 

01/03/2019

-1069509

Transfer

11800751

0.79

 

Purchase

 

 

 

08/03/2019

2823

Transfer

11803574

0.79

 

Purchase

 

 

 

15/03/2019

4851

Transfer

11808425

0.79

 

Sale

 

 

 

15/03/2019

-706504

Transfer

11101921

0.74

 

Purchase

 

 

 

22/03/2019

13530

Transfer

11115451

0.74

 

Sale

 

 

 

22/03/2019

-228577

Transfer

10886874

0.73

 

Purchase

 

 

 

29/03/2019

5075

Transfer

10891949

0.73

 

Sale

 

 

 

29/03/2019

-1120036

Transfer

9771913

0.65

 

Closing Balance

 

 

 

30/03/2019

 

 

9771913

0.65

11

Opening Balance

STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY P

12379805

0.83

31/03/2018

 

 

12379805

0.83

 

Sale

 

 

 

06/04/2018

-1299959

Transfer

11079846

0.74

 

Sale

 

 

 

13/04/2018

-148902

Transfer

10930944

0.73

 

Sale

 

 

 

20/04/2018

-2

Transfer

10930942

0.73

 

Purchase

 

 

 

22/06/2018

592118

Transfer

11523060

0.77

 

Purchase

 

 

 

29/06/2018

270582

Transfer

11793642

0.79

 

Purchase

 

 

 

06/07/2018

229063

Transfer

12022705

0.80

 

Purchase

 

 

 

27/07/2018

129458

Transfer

12152163

0.81

 

Purchase

 

 

 

03/08/2018

138165

Transfer

12290328

0.82

 

Purchase

 

 

 

10/08/2018

138165

Transfer

12428493

0.83

 

Purchase

 

 

 

17/08/2018

317771

Transfer

12746264

0.85

 

Purchase

 

 

 

24/08/2018

325524

Transfer

13071788

0.87

 

Purchase

 

 

 

31/08/2018

347263

Transfer

13419051

0.89

 

Purchase

 

 

 

07/09/2018

902543

Transfer

14321594

0.95

 

Purchase

 

 

 

14/09/2018

14444

Transfer

14336038

0.96

 

Purchase

 

 

 

21/09/2018

121537

Transfer

14457575

0.96

 

Sale

 

 

 

28/09/2018

-748460

Transfer

13709115

0.91

 

Purchase

 

 

 

05/10/2018

57592

Transfer

13766707

0.92

 

Sale

 

 

 

12/10/2018

-1228259

Transfer

12538448

0.84

 

Purchase

 

 

 

19/10/2018

247457

Transfer

12785905

0.85

 

Purchase

 

 

 

26/10/2018

33180

Transfer

12819085

0.85

 

Purchase

 

 

 

02/11/2018

137480

Transfer

12956565

0.86

 

Sale

 

 

 

01/02/2019

-20433

Transfer

12936132

0.86

 

Closing Balance

 

 

 

30/03/2019

 

 

12936132

0.86

12

Opening Balance

AB SICAV I - EMERGING MARKETS MULTI-ASSET PORTFOLI

337500

0.02

31/03/2018

 

 

337500

0.02

 

Sale

 

 

 

13/04/2018

-337500

Transfer

0

0.00

 

Purchase

 

 

 

21/12/2018

1830440

Transfer

1830440

0.12

 

Purchase

 

 

 

28/12/2018

201187

Transfer

2031627

0.14

 

Purchase

 

 

 

31/12/2018

336623

Transfer

2368250

0.16

 

Purchase

 

 

 

04/01/2019

557326

Transfer

2925576

0.20

 

Purchase

 

 

 

11/01/2019

791275

Transfer

3716851

0.25

 

Purchase

 

 

 

18/01/2019

470963

Transfer

4187814

0.28

 

Purchase

 

 

 

25/01/2019

3105553

Transfer

7293367

0.49

 

Purchase

 

 

 

01/02/2019

1763210

Transfer

9056577

0.60

 

Purchase

 

 

 

22/02/2019

266980

Transfer

9323557

0.62

 

Purchase

 

 

 

29/03/2019

1298551

Transfer

10622108

0.71

 

Closing Balance

 

 

 

30/03/2019

 

 

10622108

0.71

13

Opening Balance

MAX LIFE INSURANCE COMPANY LIMITED A/C - ULIF0022

10468688

0.70

31/03/2018

 

 

10468688

0.70

 

Purchase

 

 

 

06/04/2018

226782

Transfer

10695470

0.71

 

Sale

 

 

 

18/05/2018

-3403951

Transfer

7291519

0.49

 

Sale

 

 

 

25/05/2018

-200000

Transfer

7091519

0.47

 

Purchase

 

 

 

29/06/2018

132610

Transfer

7224129

0.48

 

Sale

 

 

 

17/08/2018

-109171

Transfer

7114958

0.47

 

Purchase

 

 

 

28/09/2018

109171

Transfer

7224129

0.48

 

Purchase

 

 

 

05/10/2018

135000

Transfer

7359129

0.49

 

Purchase

 

 

 

07/12/2018

126000

Transfer

7485129

0.50

 

Purchase

 

 

 

04/01/2019

400500

Transfer

7885629

0.53

 

Sale

 

 

 

11/01/2019

-2057147

Transfer

5828482

0.39

 

Sale

 

 

 

18/01/2019

-766506

Transfer

5061976

0.34

 

Sale

 

 

 

01/02/2019

-64621

Transfer

4997355

0.33

 

Sale

 

 

 

08/02/2019

-99000

Transfer

4898355

0.33

 

Sale

 

 

 

15/02/2019

-1109300

Transfer

3789055

0.25

 

Sale

 

 

 

22/02/2019

-922124

Transfer

2866931

0.19

 

Purchase

 

 

 

01/03/2019

72000

Transfer

2938931

0.20

 

Sale

 

 

 

15/03/2019

-386612

Transfer

2552319

0.17

 

Sale

 

 

 

22/03/2019

-516542

Transfer

2035777

0.14

 

Sale

 

 

 

29/03/2019

-1820587

Transfer

215190

0.01

 

Closing Balance

 

 

 

30/03/2019

 

 

215190

0.01

 

 

 

 

 

 

 

 

 

 

 

(v) Shareholding of Directors and Key Managerial Personnel:

S. No.

Name of the Directors and Key Managerial Personnel

Shareholding at the beginning of the year (April 1,2018)

Shareholding at the end of the year (March 31, 2019)

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the Company

1

Shri D. Rajkumar

800

0.00005

800

0.00005

2

Shri Sanjiv Singh*

NA

NA

4000

0.0002

*appointed as Nominee Director, IOCL w.e.f. 3rd November, 2018.

V INDEBTEDNESS

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

(Rs. In Lakh & USD in Million)

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

 

 

-

 

INR

16,100

90,000

_

106,100

USD

60

 

 

60

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

 

 

 

 

INR

14.25

4,31790

-

4,332.15

USD

0.19

 

-

0.19

Total (i+ii+iii)

 

 

 

 

INR

16,114.25

94,317.90

-

110,432.15

USD

60.19

 

-

60.19

Change in Indebtedness during the financial year

i) Addition

-

-

-

-

ii) Reduction

 

 

 

 

INR

(2,774.25)

(34,31790)

-

(37,092.15)

USD

(60.19)

-

-

(60.19)

Net Change

 

 

 

 

INR

(2,774.25)

(34,317.90)

.

(37,092.15)

USD

(60.19)

-

-

(60.19)

Indebtedness at the end of the financial year

i) Principal Amount

 

 

 

 

INR

13,340

60,000

-

73,340

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

 

 

 

 

INR

10.31

2,320.77

-

2,331.08

Total (i+ii+iii)

 

 

 

 

INR

13,350.31

62,320.77

-

75,671.08

Note: Foreign Currency Loans are fully hedged as on 31st March, 2019.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL PAID DURING THE FINANCIAL YEAR 2018-19

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

(Amount in Rs.)

s.

No.

Particulars of Remuneration

Name of MD/WTD

Total

 

 

Prabhat Singh

Rajender Singh

R.K. Garg#

Subhash Kumar*

V. K. Mishra

Rajan Kapur

 

 

 

MD & CEO and KMP

Director (Technical)

Director (Finance), CFO and KMP (upto 19th July, 2017)

Director (Finance), CFO and KMP (w.e.f 5th August, 2017 to 31st January, 2018)

Director (Finance), CFO and KMP (w.e.f 18th April, 2018)

Vice President -Company Secretary & KMP (w.e.f 27th July, 2018)

 

1.

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

1,03,86,644

75,14,676

9,89,792

10,30,921

45,08,282

19,83,326

2,64,13,642

 

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

9,01,497

10,16,646

 

 

4,57,319

5,03,826

28,79,288

c) Profits in lieu of salary u/s 17(3) of Income Tax Act 1961

 

 

 

 

 

 

 

2.

Stock Option

-

-

-

-

-

-

-

3.

Sweat Equity

-

-

-

-

-

-

-

4.

Commission Paid

22,50,000

22,50,000

6,78,082

11,09,589

-

-

62,87,671

5.

Others

6,41,760

5,12,040

-

-

5,89,984

3,83,410

21,27,194

 

Total

1,41,79,901

1,12,93,362

16,67,874

21,40,510

55,55,585

28,70,562

3,77,07,794

 

Ceiling as per the Act*

 

 

 

 

 

 

 

* The remuneration is well within the limits prescribed under the Companies Act, 2013.

# Arrears of Salary was paid during the Financial Year 2018-19 due to pay revision.

B. Remuneration to other directors:

Particulars of Remuneration

Name of Directors

 

 

 

Total Amount

Independent Directors

Jyoti Kiran Shukla

Arun Kumar Misra (upto 13th August, 2017)

Sushil Kumar Gupta (upto 14th January, 2018

Sidhartha Pradhan

Sunil Kumar Srivastava

Siddhartha Shekhar Singh

 

• Fee for attending board / committee meetings

3,80,000

-

-

3,00,000

1,20,000

80,000

8,80,000

• Commission Paid

8,50,000

3,14,384

6,73,014

-

-

-

18,37,398

• Others, please specify

-

-

-

-

-

-

-

Total (1)

12,30,000

3,14,384

6,73,014

3,00,000

1,20,000

80,000

27,17,398

Other Non-Executive Directors

 

 

 

 

 

 

 

• Fee for attending board/ committee meetings**

-

-

-

-

-

-

-

• Commission

-

-

-

-

-

-

-

• Others, please specify

-

-

-

-

-

-

-

Total (2)

-

-

-

-

-

-

-

Total(B)=(1+2)

12,30,000

3,14,384

6,73,014

3,00,000

1,20,000

80,000

27,17,398

Total Managerial Remuneration

-

-

-

-

-

-

-

Overall Ceiling as per the Act*

-

-

-

-

-

-

-

 

* The remuneration is well within the limits prescribed under the Companies Act, 2013.

** Sitting fee pertaining to Nominee Directors has been paid to their respective Organization, the details of which form part of Corporate Governance Report. However, as approved by the Board sitting fee would be paid only to Independent Directors of the Company w.e.f. 2.11.2018.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

No Penalty has been paid pursuant to the provisions of Companies Act, 2013 read with Rules. However, pursuant to provisions of SEBI (LODR) Regulations, 2015, penalties were levied by NSE and BSE, where the securities of the Company are listed, due to non-compliance regarding composition of the Board in respect of not having sufficient number of Independent Directors on the Board of the Company during the period from 1st July, 2018 to 1st November, 2018. The Company has paid the same within prescribed time limit.

Annual Report on Corporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

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

Petronet Limited Ltd., as a responsible Corporate has been undertaking Socio-Economic Development Projects/ Programs and also supplementing the efforts of the local institutions/NGOs/local Government/implementing agencies in the field of Education, Healthcare, Community Development, Entrepreneurship etc. to meet priority needs of the marginalized and underserved communities with the aim to help them become self-reliant. These efforts are being undertaken preferably in the local area and communities inhabiting in an around the work centers/ project sites of Petronet LNG Limited.

Further, as reported last year, Petronet LNG Foundation, a Company Limited by Guarantee, has been incorporated on 31st March,2017 by Petronet LNG Limited as promoter of the company under the provisions of section 8 of the Companies Act, 2013 and the rules made thereunder. This company will facilitate the promoter to comply with its Corporate Social Responsibility (CSR) under the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder.

CSR Project or Programs undertaken are as per the list of activities specified in Schedule VII of the Companies Act 2013, and amendments thereof. The website of the Company is www.petronetlng.com & www.petronetlngfoundation. org.

2. The Composition of the CSR Committee as on 31st March, 2019:

i. Dr. Siddhartha Shekhar Singh, Independent Director, Chairman

ii. Shri Prabhat Singh, MD & CEO, Member

iii. Shri.Vinod Kumar Mishra, Director (Finance), Member

iv. Dr. Jyoti Kiran Shukla, Independent Director, Member

3. Average net profit of the Company for last three financial years : Rs. 2,204 Crore

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) : Rs. 44.10 Crore

5. Details of CSR spent during the financial year : Rs. 7.39 Crore

(a) Total amount to be spent for the financial year: Rs. 44.10 Crore

(b) Amount unspent, if any : Rs. 36.71 Crore

(c) Manner in which the amount spent during the financial year is detailed below. Details attached at Annexure - 1.

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

i. In terms of provisions of Companies Act 2013 the amount of Rs.44.10 Crore is required to be spent on CSR activities in financial year 2018-19. The Competent Authority has approved/ committed new Projects of Rs. 23.43 Crore in FY 2018-19 out of which Rs. 7.39 Crore was spent on CSR activities including Rs. 20.75 Lakh incurred as Administrative Overheads. In some projects, disbursement of fund is linked to achieving deliverable targets and due to dynamic implementation environment targets have not been achieved. Nevertheless, your Company has been making constant efforts to reach optimum level of CSR expenditure resulting in tangible positive impact on society and has made significant improvements over the previous years in terms of both spending as well as number of projects taken up.

ii The Company is implementing short-term, medium-term and long-term strategies to channelize the resources in a manner so as to drive maximum socio-economic impact from targeted approach. In line with its social goals as envisioned in the CSR policy, the Company has already identified several projects in the areas of

Healthcare, Education, Welfare of Armed Forces veterans. Widows and their dependents, Skill Development, Environment, Sports, Agriculture, Swacch Bharat etc. where your Company will spend the annual CSR budget in a progressive and sustainable manner.

iii. The Company has already identified and positioned people to ensure that CSR areas receive its due attention and form a strong basis for its effectiveness. Furthermore, location wise CSR Budget is being allocated so as to channelize the CSR much more effectively.

iv. Further, as reported last year, Petronet LNG Foundation, a Company Limited by Guarantee, has been incorporated on 31st March,2017 by Petronet LNG Limited as promoter of the company under the provisions of section 8 of the Companies Act, 2013 and the rules made thereunder. This company will facilitate the promoter to comply with its Corporate Social Responsibility (CSR) under the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder.

v. The company has received a notice dated 21st February, 2019 from Ministry of Corporate Affairs (MCA) calling for information under Section 206 of Companies Act, 2013 regarding non-compliance of provisions of Corporte Social Responsibility (CSR) under Section 135 read with Section 134(3)(o) of the Act and Rules made thereunder. The Company has suitably replied in this regard.

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

8. The CSR projects/activities are being implemented and monitored in compliance with the CSR Policy of the Company.

Dr. Siddhartha Shekhar Singh

Shri Prabhat Singh

Chairman (CSR Committee)

Managing Director & CEO

DIN:06873925

DIN:03006541

Annexure - 1 to Annual Report on CSR Details of CSR Expenditure incurred during the FY 2018-19

SI. No.

CSR project or activity identified (2)

Sector in which project is covered (3)

Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs undertaken (4)

Amount spent on the project or programs Rs. In Lac (5)

Amount spent : Direct or through implementing agency (6)

Projects executed by Petronet LNG Limited

1.

• Petronet DRI Skill development Project

Promoting education/ enhancing vocational skills/livelihood enhancing projects

Balrampur District (UP)

1.71

Deendayal Research Institute & Urban System Architects

2.

• Contribution for Kerala Flood relief

Disaster Management

Kochi, Kerala

14.55

Direct

3.

• Project Management consultant for CSR Project.

Miscellaneous

New Delhi

9.34

Price Water House Coppers (PwC).

4.

• Fund transfer to Petronet LNG Foundation*

 

New Delhi

300.00

 

 

 

Total

 

325.60

 

Projects executed through Petronet LNG Foundation, a wholly owned subsidary of Petronet LNG Limited

5.

• Petronet Kashmir Super-30-lmparting coaching to the students of J&K for Engineering Entrance Examination to facilitate admissions in llTs/IIITs/NITs/ State Govt's Institutions.

Promoting education/ enhancing vocational skills/livelihood enhancing projects

Srinagar (Jammu and Kashmir)

113.92

Centre for Social responsibility and leadership, Indian Army.

 

• Skill development through training program.

 

Ahmedabad and Kochi.

13736

Central Institute for Plastic, Engineering and technology and Centre for Biopolymer Science and Technology.

 

• Construction of Smart Classroom at Government schools.

 

Poonoor, Kozhikode Vayakode, Kasargode Parur, Ernakulam.

3.20

Keltron.

 

• Up-gradation of the Library in Chowa Higher Secondary School.

 

Kannur, Kerala.

4.10

Chowa Higher Secondary School.

 

• Support for the up-gradation of the school library & providing five desktop computers in Govt. Higher Secondary School.

 

Cheemeni, Kasargode.

2.33

Govt. Higher Secondary School

 

• Support to the underprivileged students of Govt. Aided Higher Secondary School for Girls.

 

Venganoor, Kerala.

3.76

Govt. Aided Higher Secondary School for Girls.

 

• LMC (B) LP School PTA Pachalam.

 

Kochi, Kerala.

3.39

LMC School.

 

• Motor Driving Skill Training to Youth.

 

Srinagar (Jammu and Kashmir).

6.20

Centre for Social responsibility and leadership

 

• Himalayan Institute of Alternative learning HIAL, Visitor Centre.

 

Phyang, Ladakh.

10.00

Himalayan Institute of Alternative learning (HIAL).

 

• Project Velicham: providing Insurance cover to the 25000 students in 71 schools.

 

Kochi, Kerala.

5.00

Direct.

 

• Donation of Sewing machine to 544 rural women.

 

Dharwad, Karnataka.

26.07

Direct.

 

•"WHEELS FOR WOMEN" project -Providing an auto taxi for the residents of "Shanthi Bhavan" (Shelter Home)

 

Kochi, Kerala.

4.16

Cultural Academy for Peace.

 

• Impact Assessment Study of Kaushal Setu Skill Training Project

 

Ahmedabad, Gujarat

1.00

Gujarat CSR Authority.

 

• "Startup Village" Rural Youth Entrepreneurship Development Program

 

Dahej, Gujarat.

0.45

Serve Happiness Foundation.

6.

• Installation of Solar Lights

Ensuring Environment Sustainability

Pali, Rajasthan.

1.97

Rajasthan Electronics and Instrument Limited.

7

• Sponsoring Community Mass Marriage of Weaker Community.

Rural Development Projects

Dahej, Gujarat.

1.87

Direct.

8.

• Project Numma Oonu: To feed the needy & poor people.

Eradicating hunger, poverty, malnutrition, Promoting Preventive Healthcare and sanitation

Ernakulum District.

40.93

District Administration, Kochi and Kerala Hotel Restaurant Association.

 

• Installation of an Incinerator (Solid Waste Management Facility) at the Taluka Hosptial Permbra, Kozhikode, Kerala

 

Kochi, Kerala.

4.90

Taluka Hospital Perambra.

 

• Maintenance of School Toilets Blocks.

 

Kochi, Kerala.

5.00

Wockhardt Foundation.

 

• Support towards the old aged at the Sandeepani Seva Samiti.

 

Guruvayoor, Kerala.

0.80

Sandeepani Seva Samiti.

 

• Supporting Swachh Bharat Abhiyan

 

Bharuch.

5.00

Bharuch District CSR Unit.

 

• Organization of Medical Health Camp at Vypin

 

Kochi, Kerala.

5.00

Indian Medical Association.

9.

• Organised Special Olympics for special children.

Promoting rural sports, nationally recognised sports Paralympic sports and Olympic sports

Dahej, Gujarat.

2.50

Kalrav Charitable Trust and Special Olympics, Gujarat. .

10.

• Vypin Block Panchayath -Supporting the "Haritha Keralam" Initiative.

Art and Culture

Kochi, Kerala.

1.00

Block Panchayath.

 

• Support to the art form of Koodiyattam: It is a traditional performing Art form.

 

Kochi, Kerala.

2.50

Nepathya

11.

• Rescue operation during the Kerala flood.

Disaster Management

Kochi, Kerala.

0.50

Ernakulam Panchyat

 

Total

 

 

392.91

 

 

 

# A wholly owned subsidiary of Petronet LNG Limited

*Note: The total amount spent on administrative overheads was Rs. 20.75 lakhs as per clause 6 of PLL CSR policy. Thus, total amount spent on CSR for the FY 2018-2019 is Rs. 739.26 lakhs.

Form No. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms' length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis -

None

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship -

Name of Related Party

Nature of Relationship

Bharat Petroleum Corporation Limited

Promoter

GAIL (India) Limited

Promoter

Indian Oil Corporation Limited

Promoter

Oil and Natural gas Corporation Ltd.

Promoter

Petronet LNG Foundation

Wholly Owned Subsidiary

Adani Petronet (Dahej) Port Pvt. Ltd.

Associate Company

India LNG Transport Co. (NO. 4) Pvt. Ltd.

Associate Company

(b) Nature of contracts/arrangements/transactions

Sale of LNG/RLNG/Regasification Services, other services etc.

(c) Duration of the contracts/arrangements/transactions

Long term, Short Term and spot basis.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

Long Term Sale Contract are materially back to back in terms of quantity, price etc. in line with the long-term LNG Purchase Contract. In addition, Petronet provides Regasification services on long term commitment basis, Spot/Short Term, sale and service, which are based on market prices and on arm's length basis.

(e) Date(s) of approval by the Board, if any:

NA

(f) Amount paid as advances, if any

NA

 

For & on behalf of the Board of Directors

 

 

 

Sd/- Sd/-

Place : New Delhi

(V. K. Mishra) (Prabhat Singh)

Date: 15th May, 2019

Director (Finance) MD & CEO

Annexure to Directors' Report

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 AND READ WITH RULE NO. 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONEL) RULES, 2014.

s.

No

Name of the Employee (S/Sh)

Remuneration Received (in Rs.)

Nature of employment whether Permanent or Contractual

Whether any such employee is a relative of any Director of the Company

Designation

Qualification & Experience of the employee

Date of commencement employment

Age of the employee (in years)

% of Equity Shares held i.e. 2% and above of paid up share capital

The last Employment held by such employee before joining such Company

1.

Prabhat Singh

1,41,79,901*

Contractual

No

MD & CEO

B. Tech (I IT, Kan pur) Exp. - 39 years

14th September, 2015

62

No

GAIL (India) Limited.

2.

Rajender Singh

1,12,93,362*

Contractual

No

Director (Technical)A

B.Sc. (Engineering) - Civil Exp. - 38 years

10th March, 2006

59

No

ONGC Ltd.

3

Pushp Khetarpal

91,31,971

Permanent

No

President (BD& Projects)

B.E. (Chemical) Exp. - 37 years

22nd February, 2007

58

No

Kribhco Shyam Fertilizer Ltd.

4

Avnit Kumar Chopra

79,65,318*

Permanent

No

Sr.VP (L & D)

B.Com, LIB Exp. - 37 years

1st September, 2006

60

No

Indian Oil Corporation Ltd.

5.

Rajeev Agarwal

79,05,841

Permanent

No

OSD To Director (Technical)

B.E. (Mechanical) Exp- 34 years

30th April, 2012

58

No

ONGC

6.

Sanjay Gupta

76,49,435

Permanent

No

Sr.VP (Shipping)

Master F.G. Exp. - 37 years

1st December, 2006

59

No

The Shipping Corporation of India Ltd.

7.

Hemant Verma

71,20,427

Permanent

No

VP (Port Operations)

Master F.G. Exp. - 31 years

1st March, 2008

57

No

J. M. Baxi & Co.

8.

Samar Bahadur Singh

68,69,111

Permanent

No

Sr.VP (Plant Head)

BE (Chemical) Exp. - 30 Years

19th March, 2003

55

No

Indo Gulf Fertilizers Ltd.

9.

Sanjay Kumar Rastogi

67,98,537

Permanent

No

VP (Technical))

B E (Chemical), Exp. - 34 Years

4th April 2005

54

No

National Fertilizers Limited

10.

Pankaj Wadhwa

64,48,261

Permanent

No

Sr .VP (Marketing)

I.C.WA Exp. - 28 Years

12th April, 2012

51

No

Chambal Fertilizers & Chemicals Ltd

Note - 1. Inclusive of Commission on Profit paid for the financial year 2017-18.

2. inclusive of retirement benefits.

3. AAppointed as Director (Technical) w.e.f. 14.11.2012

4. The above information is for the financial year ended 31st March, 2019.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

S. No.

Name

Ratio

1

Shri Prabhat Singh

9.24:1

2

Shri Rajender Singh

7.3:1

3

Shri Vinod Kumar Mishra (Date of joining-18. 04.2018)

3.2:1

4*

Shri R.K.Garg (upto 27.07.2017)

1.09:1

5*

Shri Subhash Kumar (upto 1.02.2018)

1.39:1

*The payments are made as Arrear for increase in Compensation effective 01.04.2017.

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

The percentage increase in remuneration of each Whole Time Director, CFO, CEO and Company Secretary is approximately 21%.

(iii) The percentage increase in the median remuneration of employees in the financial year;

The percentage increase in the median remuneration of the employees in the Financial Year is around 32.3% excluding the remuneration paid to the KMP.

(iv) The number of permanent employees on the rolls of Company;

The total number of employees on the rolls of the Company as on 31st March, 2019 was 494 excluding three Whole Time Directors.

(v) Average percentile increase in the salaries of employees and its comparison with the percentile increase in the managerial remuneration;

• Average percentage increase in remuneration of Key Managerial Personnel during the Financial Year has been around 21%.

• Average percentage increase in remuneration of all employees other than Key Managerial Personnel has been around 30.4%.

Every year, Company grants to each employee, including the three Whole Time Directors, an annual increment of 5% on the basic salary. In addition to that, the factors that contributed were pay revision and arrears payout from 1st April 2017

(vi) Affirmation that the remuneration is as per the remuneration policy of the company.

The remuneration to all the employees is as per the remuneration policy of the Company.

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2019

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

To,

The Members of

Petronet LNG Limited.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Petronet LNG Limited (CIN: L74899DL1998PLC093073) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Petronet LNG Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019 complied with statutory provisions listed hereunder and also that the company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by Petronet LNG Limited for the financial year ended on 31st March, 2019 according to the provisions of:

(i). The Companies Act, 2013 (the Act) and the rules made there under;

(ii). The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

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

(iv). Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(v). The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(f) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018*;

(g) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014*; (h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009*; and (i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018*.

*SEBI Regulations listed at sub-para (v) above,SI. Nos. (f), (g), (h) and (i) above are not applicable, as there were no corporate decisions/actions during the year under report, attracting these regulations.

(vi). Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder,

(vii). The Other Laws applicable specifically to the Company are:

(a) The Explosives Act, 1884

(b) Petroleum and Natural Gas Regulatory Board Act, 2006

(c) The Petroleum Act, 1934

(d) The Oil Industry (Development) Act, 1974

(e) Indian Boilers Act, 1923.

(f) The Territorial Waters, Continental Shelf, Exclusive Economic Zone and Other Maritime Zones Act, 1976

(g) Merchant Shipping Act, 1983 (h) The Electricity Act, 2003

2. We have also examined the compliances with the applicable laws listed under SI. No. (vii) above on test check basis and Regulations/ Standards of the following:

(i). SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and listing agreements with Bombay Stock Exchange Ltd and the National Stock Exchange of India Ltd ;

(ii). Secretarial Standards issued by the Institute of Company Secretaries of India.

3. During the period under review the company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the following:

(a) The composition of the Board did not have sufficient number of Independent directors during the period commencing from 1st April, 2018 till 1st November, 2018 as required under Regulation 17(1) of the SEBI (LODR) Regulations, 2015;

(b) The composition of the Audit Committee of the Board of Directors was not in compliance with Regulation 18 of the SEBI (LODR) Regulations, 2015 during the period 1st April, 2018 to 15th May, 2018 due to not having sufficient number of Independent Directors on the Board.

(c) The Company has not formulated and adopted policy on Board Diversity till 31st March, 2019 in terms of Schedule II Part D of the SEBI (LODR) Regulations, 2015.

3A. We further report that the Company is implementing its Corporate Social Responsibility Policy/Activities as specified in Schedule VII to the Act read with Section 135 of the Act through Petronet LNG Foundation, a Section 8 Company under the Act.

4. We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-executive Directors, and Woman Director, Independent Directors and a Women Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while dissenting members' views are captured and recorded as part of the minutes.

5. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

6. We further report that during the audit period, no major decisions having a bearing on Company's affairs in pursuance of the above referred laws, rules, regulations and guidelines, were taken by the members.

This report is to be read with our letter of even date which is annexed as Annexure A" and forms an integral part of this report.

 

For A.N.Kukreja & Co

 

Company Secretaries

 

(A N.Kukreja)

Date: 15th May, 2019

Proprietor

Place: New Delhi

FCS 1070; CP 2318.

Annexure 'A'

To,

The Members of

Petronet LNG Limited

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

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

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events, etc.

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

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

7 During the course of our examination of the books and records of the Company carried out in accordance with generally accepted practices in India, we have neither come across any instance of material fraud on or by the Company, nor the Company has noticed and reported any such case during the year and accordingly the Company has not informed us of any such case.

 

For A.N.Kukreja & Co

 

Company Secretaries

 

(A.N.Kukreja)

 

Proprietor

 

FCS 1070; CP 2318.

Date: 15th May, 2019

 

Place: New Delhi

 

Management's Reply on the Secretarial Audit Report for the

Financial Year 2018-19

Auditor's Observation

Management's Reply

The composition of the Board did not have sufficient number of Independent directors during the period commencing from 1st April, 2018 till 1st November, 2018 as required under Regulation 17(1) of the SEBI (LODR) Regulations, 2015.

The Company has appointed sufficient number of Independent Directors and is in compliance with the provisions of Regulation 17 (1) of SEBI (LODR) Regulations, 2015.

The composition of the Audit Committee of the Board of Directors was not in compliance with Regulation 18 of the SEBI (LODR) Regulations, 2015 during the period 1st April, 2018 to 15th May, 2018 due to not having sufficient number of Independent Directors on the Board.

The Company has complied with the provisions of Regulation 18(1) of SEBI (LODR) Regulations, 2015 w.e.f. 16th May, 2018 onwards with the Appointment of one more Independent Director on the Board of the Company w.e.f. 16th May, 2018.

The Company has not formulated and adopted policy on Board Diversity till 31st March, 2019 in terms of Schedule II Part D of the SEBI (LODR) Regulations, 2015.

The Board of Directors in their meeting held on 15th May, 2019 had approved the Policy for Diversity of the Board. Therefore, the Company is in compliance with the provisions of Schedule II Part D of SEBI (LODR) Regulations, 2015 with respect to formulation and adoption of the Policy for Diversity of the Board.

 


Mar 31, 2018

Dear Shareholders,

The behalf of the Board of Directors, it is our privilege and honour to present the twentieth Annual Report along with Audited Statement of Accounts, the Auditors’ Report and Review of the Accounts for the financial year ended 31st March, 2018.

PHYSICAL PERFORMANCE

The financial year 2017-18 saw the Company operate its Dahej Terminal at 16.03 million tonnes throughput as compared to 13.13 Million tonnes in the previous year. The demand for LNG was robust.

During the financial year 2017-18, the Dahej Terminal handled 241 LNG Cargoes and supplied 815.55 TBTUs of RLNG. 2843 LNG Road Tankers were also loaded and dispatched.

The utilization of Kochi Terminal remained extremely low in the absence of pipeline network for gas evacuation. 14 Cargoes (including reload) were handled at the Kochi Terminal during the full year similar to 7 Cargoes during the last year.

FINANCIAL PERFORMANCE

During the financial year 2017-18, your Company achieved a turnover of Rs. 30,599 Crore as against Rs. 24,616 Crore in 2016-17. The net profit during the year stood at Rs. 2,078 Crore as against Rs. 1,706 Crore in the previous year. A summary of the comparative financial performance in the fiscal 2017-18 and 2016-17 is presented below:

(Rs. in crore)

Particulars

2017-18

2016-17

Revenue from operations

30,599

24,616

Other Income

317

347

Total Revenue

30,916

24,963

Cost of LNG imports

26,690

21,417

Gross Margin

4,226

3,546

Salary & other operating expenses

596

607

Finance charges

163

210

Depreciation

412

369

Profit before Tax

3,055

2,360

Tax expenses, including deferred tax

977

654

Profit after Tax

2,078

1,706

Earnings (Rs.) per Share1

13.85*

22.74

* EPS is reduced due to 1:1 bonus issue in July, 2017 DIVIDEND

The Board of Directors of your Company has recommended a final dividend of Rs. 4.50 per equity share of Rs. 10/- each i.e. 45 % of the post Bonus paid-up Share Capital of the Company as on 31st March, 2018 subject to approval of Members of the Company as compared to Rs. 5 Per equity share of Rs. 10 each i.e. 50% of the pre Bonus paid-up Share Capital of the Company as on 31st March, 2017. This is the 12th consecutive year for which your Company has recommended payment of dividend.

The final dividend shall be paid to the members, whose names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL as at the close of business hours on 7th September, 2018.

The Board of your Company has formulated a Dividend Distribution Policy (“The Policy”). The Policy is annexed to this Report and is also available on our website www.petronetlng. com.

CHANGES IN SHARE CAPITAL

During the year, the Authorised Share Capital of the Company was increased from Rs. 1,500 crore (150 Crore Equity Shares of Rs. 10 each) to Rs. 3,000 crore (300 Crore Equity Shares of Rs. 10 each). Your Company issued bonus shares in the ratio of 1:1, i.e., one bonus share in the ratio of one share held during the financial year ended on 31st March, 2018. Consequently, the paid-up share capital increased from Rs. 750 crore to Rs. 1500 Crore.

FINANCING OF PROJECTS

Given the strong cash flows of the Company, the expansion of the Dahej project and other capital expenditure was funded entirely with the internal accruals without the need to draw any debt. The relationship with the existing lenders continues to be good.

SHIPPING ARRANGEMENTS

Three LNG ships, namely ‘Disha’, ‘Raahi’ and Aseem’ carry the entire LNG volumes from RasGas under a long-term contract to Dahej. Besides Japanese companies, Shipping Corporation of India (SCI) is also an equity partner in the ship-owning companies. All these ships are manned, managed, maintained and operated by SCI. The ships operate on a long-term time charter basis with Petronet as the charterer.

During FY 2017-18, the overall shipping operations at Dahej LNG terminal have run smoothly and the jetty utilization has been very good without any downtime.

The fourth LNG vessel “Prachi” was delivered on 30th November 2016. Besides Japanese Companies NYK, MOL and K-Line, Shipping Corporation of India (SCI) is an equity partner in the ship-owning companies. PLL has taken 26% equity in this LNG ship. As is the case with the first three ships, the fourth ship is also being manned, managed, maintained and operated by SCI. Supply of LNG from Gorgon is now on delivered basis and "Prachi" has been novated to Exxon Mobil.

DAHEJ LNG TERMINAL

Your terminal has been operating well at average capacity utilization of 104.97% during the year. There have been addition of four LNG truck loading bays to cater gas requirement to customers not connected to pipe line.

Your company is in advance stage of expanding Dahej Terminal Regasification capacity from 15 MMTPA to 17.5 MMTPA. Regasification unit of 2.5 MMTPA at an approximate cost of Rs. 415 crore is being added without raising any external debt. The project is likely to be commissioned by end of 2018-19.

Your company is also planning to build seventh LNG Tank. The tendering process is in advance stage. Also feasibility study for third jetty is being started for better reliability of LNG ship receiving system.

KOCHI LNG TERMINAL

During the year, the Kochi terminal continued to operate at a low capacity due to lack of evacuation pipelines to Bangalore and Mangalore. BPCL-Kochi Refinery was the only major consumer throughout the year and the other customer FACT consumed R-LNG intermittently.

The average capacity utilization during the year was 12.09 %. R-LNG off-take is expected to increase in 2018-19 in view of the RLNG evacuation pipeline connectivity to Mangalore.

Other specialised services like cooling down of LNG vessels and storage and reload services were provided by the Kochi terminal during the year. ‘Taral’ LNG supplies continued with trucks to HLL Lifecare Ltd., Trivandrum.

It is understood that GAIL, the executing agency for the pipelines, has made significant progress in the Kochi - Mangalore section of the pipeline.

NEW BUSINESS INITIATIVES LNG TERMINAL AND POWER PLANT AT SOUTH ANDAMAN

Your Company has signed a Memorandum of Understanding (MoU) with Andaman and Nicobar Administration for establishment of small scale floating LNG Receiving, Storage and Regasification Terminal and Gas based Power Plant at South Andaman. Your Company has completed pre-project studies like environment impact assessment, geo-technical investigations, marine studies including navigational studies etc., output of which has been used to prepare the detailed feasibility report.

All the above studies are in progress and your Company has submitted a Detailed Feasibility Report (DFR) to Andaman and Nicobar Administration for their consideration thereafter.

LNG TERMINAL AT BANGLADESH PROJECT

Your Company has signed an MoU with Petrobangla of Bangladesh for cooperation / collaboration to set up a land based 7.5 MMTPA LNG Receiving, Storage and Regasification Terminal at Kutubdia Island. In continuance of the Memorandum of Understanding (MOU), your Company and Petrobangla have also signed a non-binding Heads of Understanding (HoU) on LNG Terminal Use, during the recent visit of Hon’ble Prime Minister of Bangladesh to Delhi.

Your Company has completed pre-project studies such as geotechnical investigations both for land and marine area, marine studies, bathymetry study etc. Also Engineers India Limited has prepared Detailed Feasibility Report (DFR). Based on above studies and DFR, your Company has submitted a commercial proposal along with terms and conditions to Petrobangla, for their consideration.

LNG TERMINAL AT SRI LANKA

Your Company has signed an MoU with Sri Lankan Authorities for cooperation/collaboration for development of LNG/NG infrastructure in Sri Lanka.

LNG AS AN AUTOMOTIVE FUEL

There were intense efforts required on the regulatory side of the business over the past year. Your company’s initiatives to develop the small scale LNG market in the Country required discussions and deliberation with Ministry of Road Transpiration and Highways (MORTH) and Ministry of Commerce and Industries (MOCI) for inclusion of LNG as an automotive fuel in Central Motor Vehicle Rules (CMVR) and for inclusion of LNG dispensing stations development regulation in Static and Mobile Pressure vessel rules (SMPV).

Both these regulations are in place now leading to opening of a new doorway in the Indian market for use of LNG as a cleaner transportation fuel.

Your company has prepared a business plan based on traffic study on Indian Roads and decided to develop an LNG corridor covering 4000 Kms. of National highways. Your company has conducted a conference on this subject wherein Hon’ble Minister of Petroleum and Natural gas has supported this business to replace diesel in Heavy and Medium Commercial vehicles with cleaner LNG. Your company has shortlisted twenty (20) locations to develop LNG dispensing stations as a pilot project. A core team with OMC’s and Gas marketing companies are working together to develop this LNG infrastructure.

HEALTH, SAFETY & ENVIRONMENT (HSE)

Your Company is committed to conduct business with a strong environment conscience, ensuring sustainable development, safe workplaces and enrichment of the quality of life of its employees, customers and the community at large. Compliance with safety systems and procedures and environmental laws is monitored by the Company. The Company is having well defined policy for Health, Safety & Environment (HSE).

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has developed adequate internal control systems commensurate to its size and business. M/s Ernst & Young, as the Company’s Internal Auditors, conduct regular audits for various activities. The reports of the Internal Auditors are submitted to the Management and the Board’s Audit Committee at regular intervals. There is a thorough review of the adequacy of internal control system periodically.

DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES

1) Adani Petronet (Dahej) Port Private Ltd.

A Solid Cargo Port through a Company named Adani Petronet (Dahej) Port Private Ltd., had commenced its operations in August 2010 at the Dahej Port. Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer. PLL has a 26% equity in this Solid Cargo Company and the balance equity is held by the Adani Group.

Performance and Financial Position of Solid Cargo Joint Venture (JV) Company

(Rs. In Lakhs)

Particulars

For the year ended 31st March, 2018

For the year ended 31st March, 2017

Revenue

33,503

32,516

Profit/ (loss) from continuing operations

7228

6,715

Other comprehensive income

175

(656)

Total comprehensive income

7403

6,059

Company’s share of total comprehensive income (26%)

1,924

1,575

2) India LNG Transport Co. (No. 4) Pvt. Ltd. (‘ILT4’)

India LNG Transport Co. (No. 4) Pvt. Ltd. (‘ILT4’) is joint venture of your Company with 26% ownership interest. ILT4 is the owner of vessel MT Prachi and is primarily engaged in transportation of LNG. It is one of the Company’s strategic investments and has the principal place of business in Singapore.

Performance and Financial Position of ILT4

Particulars

For the year ended 31st December, 2017

Revenue

17819

Profit/ (loss) from continuing operations

6,016

Other comprehensive income

0

Total comprehensive income

6,016

Company’s share of total comprehensive income (26%)

1,380

Petronet also owns 3% equity in the vessel MT Aseem which carries LNG from Qatar to Dahej under a long term agreement.

3) Petronet LNG Foundation

Petronet LNG Foundation, a Company Limited by Guarantee, has been promoted by the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of the Company. Petronet LNG Foundation is facilitating the promoter to comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder.

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

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, your Company’s engineers have been interacting with industry peers, technology providers and EPC Contractors. They have also been nominated to important national and international seminars. A team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has incurred outgo in foreign exchange to the extent of Rs. 24,587 Crore during the year under review. Foreign exchange earnings during the year were Rs. 49 Crore.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format (Form MGT-9) is annexed to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company fully understands its responsibility towards the society and has been constantly contributing its bit towards various causes. In its endeavor to be more focused towards its social goals, the Company is developing a more structured approach to enhance access to quality healthcare, enrich the lives of people in the rural communities, environmental causes and enhance the educational quotient in the Country.

The Company is implementing short-term, medium-term and long-term strategy to channelize the resources in a manner so as to derive maximum socio-economic impact from targeted approach. In line with its social goals as enumerated above, the Company has already identified several projects in the areas of Healthcare, Education, Skill Development, Environment, Sports, Agriculture, Swacch Bharat etc. where your Company will spend the annual CSR budget in a progressive and sustainable manner.

Further, as reported last year, Petronet LNG Foundation, a Company Limited by Guarantee, has been incorporated on 31st March, 2017 by Petronet LNG Limited as a promoter of the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder. Petronet LNG Foundation is facilitating the promoter to comply with its CSR under provisions of Section 135 of Companies Act, 2013 and rules made thereunder. It has already taken up some high impact projects and is in the process of finalising projects/programmes with higher project cost and impact. While all CSR projects have been carefully chosen giving utmost importance to quality of spending instead of just spending, some projects have been outstanding in their impact.

In terms of provisions of Companies Act, 2013, an amount of Rs. 30.29 Crore was required to be utilized on CSR activities in FY 2017-18. The Competent Authority has approved / committed new Projects of Rs. 23.46 Crore in FY 2017-18 out of which Rs. 8.55 Crore was spent on CSR activities. In some projects, disbursement of fund is linked to achieving deliverable targets and due to dynamic implementation environment targets have not yet achieved. Nevertheless, your Company has been making constant efforts to reach optimum level of CSR expenditure resulting in tangible positive impact on society and has made significant improvements over the previous years in terms of both spending as well as number of projects taken up. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith and forms part of the Board Report.

‘Petronet Kashmir Super-30’ is one such outstanding CSR project which prepares underprivileged students of Kashmir to overcome various social and other disadvantages and helps them to compete with the best for admission into the premier engineering institutions like IITs and NITs by providing high quality coaching and guidance. ‘Numma Onnu’ is another such project to feed the hungry in Ernakulam District which has been recently expanded post successful pilot project. The project was implemented with the Ernakulum District Administration. Further, in collaboration with Central Institute of Plastics Engineering & Technology (CIPET), Petronet LNG Foundation is imparting skill development programme for local underprivileged youth in Gujarat and Kerala helping them be confident enough to find gainful employment. Petronet LNG Foundation is also extending financial support to Himalayan Institute of Alternative Learning (HIAL), Ladakh in setting up Alternative University to address the issues like education, livelihood, preservation of local culture and environment in the region.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) DURING THE YEAR

Directors

Inductions

Shri Shashi Shankar was appointed by the Board of Directors as Additional Director (Nominee Director of ONGC) w.e.f. 17th October, 2017. Dr. Jyoti Kiran Shukla was reappointed by the Board of Directors as Independent Director w.e.f 31st March, 2018 after completion of her 3 years tenure on 30th March, 2018. Shri V. K. Mishra was appointed by the Board of Directors as Additional Director in the capacity of Director (Finance) of the Company w.e.f. 18th April, 2018. Shri Sidhartha Pradhan was appointed by the Board of Directors as Additional Director (Independent Director) of the Company w.e.f. 16th May, 2018. Dr. M. M. Kutty was appointed by the Board of Directors as Additional Director and Chairman of the Company w.e.f. 12th July, 2018.

Reappointment

In accordance with the Articles of Association of the Company and as per statutory requirements, Shri G. K. Satish, Nominee Director, IOCL and Shri T. Natarajan, Nominee Director, GMB would retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. In accordance of provisions of Companies Act, 2013, Shri Shashi Shankar who was appointed as Additional Director (Nominee Director of ONGC), Dr. Jyoti Kiran Shukla who was reappointed as Independent Director, Shri V. K. Mishra who was appointed as Additional Director in the capacity of Director (Finance) of the Company, Shri Sidhartha Pradhan who was appointed as Additional Director (Independent Director) of the Company, Dr. M. M. Kutty who was appointed as Additional Director and Chairman of the Company after the date of last Directors’ Report shall vacate their offices at the ensuing Annual General Meeting. Necessary notices have been received from them/Member(s) under Section 160 of Companies Act, 2013 proposing their candidature for appointment. The same has also been given at website of the Company at www.petronetlng.com. The Board recommends their appointment. Brief resume of directors seeking appointment and reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in company etc. as stipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given in the annexure to Notice of 20th Annual General Meeting.

Cessation

After the date of last Directors’ Report i.e. 8th August, 2017 Shri A. K. Misra, Independent Director, ceased to be director of the Company w.e.f. 14th August, 2017 due to completion of his 3 years tenure. Shri D. K. Sarraf ceased to be director (Nominee Director of ONGC) of the Company w.e.f. 1st October, 2017 due to withdrawal of his nomination by the nominating company. Shri Sushil Kumar Gupta ceased to be Independent Director of the Company w.e.f. 15th January, 2018 due to completion of his 3 years tenure. Shri Subhash Kumar ceased to be an Additional Director in the capacity of Director (Finanace) of the Company w.e.f. 1st February, 2018 due to resignation. Shri K. D. Tripathi, Chairman of the Company, ceased to be Director and Chairman of the Company w.e.f. 30th June, 2018 due to his resignation consequent to superannuation on attaining the age of retirement from Ministry of Petroleum and Natural Gas, Government of India. Shri D. Rajkumar ceased to be Director (Nominee Director of BPCL) of the Company w.e.f. 19th July, 2018 due to his resignation and withdrawal of his nomination by the nominating company.

The Board placed on record its sincere appreciation for valuable services rendered and contribution made by above mentioned directors.

Additional Charge

Shri Rajender Singh, Director (Technical), was having additional charge of Director (Finance) from 20th July, 2017 to 4th August, 2017 With the appointment of Shri Subhash Kumar, as Additional Director in the capacity of Director (Finance) w.e.f. 5th August, 2017 the additional charge of Director (Finance) entrusted with Shri Rajender Singh, Director (Technical) was vacated. He was also having additional charge of Director (Finance) from 1st February, 2018 to 17th April, 2018. With the appointment of Shri V. K. Mishra, as Additional Director in the capacity of Director (Finance) w.e.f. 18th April, 2018, the additional charge of Director (Finance) entrusted with Shri Rajender Singh, Director (Technical) was vacated.

Key Managerial Personnel

Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company are:

1. Shri Prabhat Singh, MD&CEO

2. Shri V. K. Mishra, Director (Finance) and CFO (w.e.f. 18th April, 2018)

3. Shri Rajan Kapur, Vice President - Company Secretary (w.e.f. 27th July, 2018)

Following are the changes in Key Managerial Personnel of the Company:

1. Shri R. K. Garg, Director (Finance) and CFO (upto 19th July, 2017)

2. Shri Subhash Kumar, Director (Finance) and CFO (w.e.f. 5th August, 2017 and upto 31st January, 2018)

3. Shri K. C. Sharma, Vice President - Company Secretary (upto 31st January, 2018)#

# Shri Mukesh Gupta, VP (F&A) was officiating Company Secretary and Compliance Officer from 1st February, 2018 to 26th July, 2018.

ANNUAL EVALUATION OF THE BOARD

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. An exercise is being carried out through a structured evaluation process considering various aspects of the Board’s functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. The Company is in process of adopting all the requirements as stated in SEBI (LODR) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of Companies Act, 2013, Declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRAINING OF INDEPENDENT DIRECTORS

The Company has well-defined Training Program for training to Board Members which inter-alia include the various familiarization programs in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/Committee meetings. The details of such familiarization programs have also been posted on the website of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, four Board Meetings were held and the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.

AUDIT COMMITTEE

The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.

NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In compliance with the provisions of the Companies Act, 2013, the details of investments made and loans/guarantees provided as on 31st March, 2018 are given in the respective Notes to the financial statements.

INSURANCE

The Company has taken appropriate insurance for all assets against foreseeable perils.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Company’s future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPTs)

In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The same has been posted on the website of the Company. The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on

Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in section 188 (1) of the Companies Act, 2013 is annexed to this report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are annexed to this Report.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors’ Report and is annexed herewith.

HUMAN RESOURCES

The company maintained harmonious and cordial industrial relations. No man days were lost due to strike or lock-out. As on 31st March, 2018, there were 486 employees excluding two Whole-time Directors.

SECRETARIAL AUDIT

M/s A. N. Kukreja, Practicing Company Secretary, was appointed by Board of Director to conduct the Secretarial Audit of the Company for the financial year 2017-18 as required under Section 204 of Companies Act, 2013 and rules thereunder.

A Secretarial Audit Report submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed with this report. Regarding inadequate number of Independent Directors as stated in the Secretarial Audit Report, it is stated that the Company is in the process of finding suitable candidates to be appointed as Independent Directors and the requisite number of Independent Directors will be appointed shortly. Regarding the expenditure on CSR activities, the details in respect of the same along with the reasons for not spending the amount on CSR activities as per the statutory requirements are given in the Annual Report on Corporate Social Responsibility (CSR) which is annexed to the Directors’ Report.

CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditors’ Certificate regarding Compliance of the SEBI Code of Corporate Governance, is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report contains a separate section on Management Discussion and Analysis which is annexed with the Directors’ Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report covering initiatives taken with environmental, social and governance perspective has been prepared in accordance with the directives of SEBI and forms a part of the Annual Report.

INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial and smooth relations amongst all its employees at Dahej and Kochi terminals.

RISK MANAGEMENT

The Company has laid down policies and procedures to inform the Members of the Board about the risk assessment and minimization procedure. A Risk Management Committee periodically reviews the procedures to ensure that Executive Management controls risk through properly defined framework. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behavior, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March, 2018, two complaints were received under Vigil Mechanism and out of which one complaint was resolved and one complaint was pending as on 31st March, 2018.

CODE OF CONDUCT

The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by MD & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is given on the website of the Company.

LISTING ON STOCK EXCHANGES

The Company is listed on the BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid Listing fees for the Financial Year 2017-18 to the above Stock Exchanges in time.

TRANSFER OF AMOUNTS/SECURITIES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/Unclaimed Dividend account for the financial year 2006-07 to 2009-10 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link - https://www. petronetlng.com/UnpaidDividend.php

Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more were also transferred to IEPF Suspense Account. Detail of the same is available at website of the Company at the following link - https://www.petronetlng.com/PDF/IEPFSuspense.pdf

OTHER DISCLOSURES

No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2017-18:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

During the financial year 2017-18, there was one cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same was also resolved on 5th May, 2018.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

STATUTORY AUDITORS

M/s T. R. Chadha & Co., Chartered Accountants LLP, have been appointed by the Shareholders of the Company as Statutory Auditors for the financial year 2017-18.

AUDITORS’ REPORT

The Auditors have submitted an unqualified report for the financial year 2017-18.

COST AUDITOR

The Board of Directors has appointed M/s K. L. Jaisingh & Co., Cost Accountants (Regn. No. 00182) as the Cost Auditor of the Company for the Financial Year 2017-18.

The Cost Audit Report for the year 2016-17 has been filed under XBRL mode on 6th September, 2017

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby states that:

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

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

ACKNOWLEDGEMENTS

The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, Engie (erstwhile GDF Suez), RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors, Lenders and the Employees of the Company for their whole-hearted co-operation and unstinted support. The Directors want to express their deep-felt thanks and best wishes to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.

For and on behalf of the Board of Directors

Place : New Delhi (Dr. M. M. Kutty)

Date : August 6, 2018 Chairman


Mar 31, 2017

Dear Shareholders,

The behalf of the Board of Directors, it is our privilege and honour to present the nineteenth Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2017.

PHYSICAL PERFORMANCE

The financial year 2016-17 saw the Company operate its Dahej Terminal at 13.13 million tonnes throughput as compared to 10.96 Million tonnes in the previous year. The demand for LNG was robust.

During the financial year 2016-17, the Dahej Terminal handled 217 LNG Cargoes and supplied 714.25 TBTUs of RLNG. 2840 LNG Road Tankers were also loaded and dispatched.

The utilisation of Kochi Terminal remained extremely low in the absence of pipeline network for gas evacuation.

5 Cargoes (including reload) were handled at the Kochi Terminal during the full year similar to 5 Cargoes during the last year.

FINANCIAL PERFORMANCE

During the financial year 2016-17, your Company achieved a turnover of Rs. 24,616 Crore as against Rs. 27,134 Crore in 2015-16. Inspite of an increase in quantity, the reduction of turnover in value terms is primarily due to reduction in LNG prices and increase in regas service cargoes. The net profit during the year stood at Rs. 1,706 Crore as against Rs. 913 Crore in the previous year. A summary of the comparative financial performance in the fiscal 2016-17 and 2015-16 is presented below:

(Rs. in Crore)

Particulars

2016-17

2015-16

Revenue from operations

24,616

27,134

Other Income

347

173

Total Revenue

24,963

27,307

Cost of LNG imports

21,417

25,076

Gross Margin

3,546

2,231

Salary & other operating expenses

607

471

Finance charges

210

239

Depreciation

369

322

Profit before Tax

2,360

1,199

Tax expenses, including deferred tax

654

286

Profit after Tax

1,706

913

Earnings (Rs.) per Share

22.74

12.18

DIVIDEND

Keeping in view the financial performance and dividend policy of the Company, the Directors are pleased to recommend a dividend of 50% on the paid-up share capital of the Company for the year ending 31st March, 2017 as compared to 25% in the previous year. The Board of Directors have also approved the issue of bonus share in the ratio of 1:1 i.e. one new bonus equity share for each existing share considering the sound financial position of the Company.

FINANCING OF PROJECTS

Given the strong cash flows of the Company, the expansion of the Dahej project and other capital expenditure was funded entirely with the internal accruals without the need to draw any debt. The relationship with the existing lenders continues to be good.

Your Company has been rated by domestic as well as international agencies. During the year, the Company saw an improvement in its credit metrics leading to an enhancement in its rating outlook from “Stable” to “Positive” by CRISIL and ICRA. The International Rating Agency, Moody’s also rated your Company at Baa3 and pegged it to the sovereign rating of India.

The year past saw the start of supplies from yet another long-term contract that your Company had signed with Mobil Australia Resources Company (MARC) for supplies from the Gorgon project in Australia. Two cargoes were supplied under this agreement during the year and the volumes will ramp up to full capacity during the next year. Although these LNG volumes are primarily destined for the Kochi terminal, MT Prachi carried the volumes from Gorgon and brought these to Dahej as per the requirement of the offtakers.

Supplies under the two long-term contracts with RasGas Liquefied Natural Gas Company (RasGas) of Qatar continued without interruption. A total of 8.50 MMTPA of LNG is contracted under these agreements.

Your Company maintains excellent relationship with LNG suppliers across the world and buys volumes on spot and short-term basis as per the requirement of its offtakers and other market players.

EXPANSION OF THE DAHEJ TERMINAL

Your Company has completed the ongoing expansion project at Dahej by expanding the name plate capacity of the Terminal from 10 MMTPA to 15 MMTPA in the last quarter of 2016. Two storage tanks with a capacity of 1,70,000 (net) m3 each and regasification unit of 5 MMTPA were added in this expansion process. The project was completed at a total cost of Rs. 1999.10 Crore without raising any external debt.

Your Company is in the process of further expansion of Dahej LNG Terminal from 15 MMTPA to 17.5MMTPA and has awarded the EPC Contract for Regasification facilities in July 2016. This project is proceeding as per schedule and is likely to be commissioned in first quarter of 2019.

SHIPPING ARRANGEMENTS

Three LNG ships, namely ‘Disha’, ‘Raahi’ and ‘Aseem’ carry the entire LNG volumes from RasGas under a long term contract to Dahej. Besides Japanese companies, Shipping Corporation of India (SCI) is also an equity partner in the ship-owning companies. All these ships are manned, managed, maintained and operated by SCI. The ships operate on a long-term time charter basis with Petronet as the charterer.

During FY 2016-17, the overall shipping operations at Dahej LNG terminal have run smoothly and the jetty utilization has been very good without any downtime.

The fourth LNG vessel “Prachi” was delivered on 30th November 2016. Besides Japanese Companies NYK, MOL and K-Line, Shipping Corporation of India (SCI) is an equity partner in the ship-owning companies. PLL has taken 26% equity in this LNG ship. The ship is currently being used to transport LNG from Gorgon, Australia to Dahej / Kochi.

As is the case with the first three ships, the fourth ship is also being manned, managed, maintained and operated by SCI.

During the year, the Kochi terminal continued to operate at a very low capacity utilization due to lack of evacuation pipelines to Bangalore and Mangalore. BPCL-Kochi Refinery was the only major consumer throughout the year and the other customer FACT consumed R-LNG intermittently.

The average capacity utilization during the year was 5.67 %. R-LNG off-take by BPCL is expected to increase in 2017-18 in view of the ongoing commissioning of integrated refinery expansion project.

Other specialized services like cooling down of LNG vessels and storage / reload services were provided by the Kochi terminal during the year. ‘Taral’ LNG supplies also continued throughout the year with trucks to HLL Lifecare Ltd., Trivandrum.

It is understood that GAIL, the executing agency for the pipelines, has made significant progress in the Kochi -Mangalore section of the pipelineworks and has started work on pipeline laying in a few sections.

NEW BUSINESS INITIATIVES LNG TERMINAL AND POWER PLANT AT SOUTH ANDAMAN

Your Company has signed a Memorandum of Understanding (MoU) with Andaman and Nicobar Administration for establishment of small scale floating LNG Receiving, Storage and Regasification Terminal and Gas based Power Plant at South Andaman. Your Company has initiated pre-project studies like environment impact assessment, geo-technical investigations, marine studies including navigational studies etc., output of which will be used to prepare the detailed feasibility report.

All the above studies are in progress and your Company shall submit a commercial proposal to Andaman and Nicobar Administration for their consideration thereafter.

LNG TERMINAL AT BANGLADESH PROJECT

Your Company has signed a MoU with Petrobangla of Bangladesh for cooperation / collaboration to set up a land based 7.5 MMTPA LNG Receiving, Storage and Regasification Terminal at Kutubdia Island. In continuance of the Memorandum of Understanding (MOU), your Company and Petrobangla have also signed a non-binding Heads of Understanding (HoU) on LNG Terminal Use, during the recent visit of Hon’ble Prime Minister of Bangladesh to Delhi.

Your Company has initiated pre-project studies such as geotechnical investigations both for land and marine area, marine studies, bathymetry study etc. Also Engineers India Limited has been engaged for preparation of Detailed Feasibility Report (DFR). All the above studies are currently in progress. After completion of above studies and DFR, your Company shall submit a commercial proposal along with terms and conditions to Petrobangla, for their consideration.

LNG TERMINAL AT SRI LANKA

Ministry of Petroleum and Natural Gas and Ministry of External Affairs officials are in discussion with Sri Lankan Authorities for cooperation/collaboration for development of LNG/NG infrastructure in Sri Lanka. Your Company is looking forward to any positive development in this regard.

LNG AS AN AUTOMOTIVE FUEL

Having gained extensive experience in LNG handling capabilities, the Company is taking steps to develop a small scale LNG market in the Country.

As a responsible corporate citizen and in a step towards meeting India’s commitment at COP 21, your Company had taken up an initiative to develop the small scale LNG markets in the Country and has been promoting the environmental friendly “LNG” as a fuel in Road transportation. With the support from the authorities and Government of India, the first LNG fuelled bus was introduced in Kerala in the month of November 2016.

Your Company has been in discussions with the Ministry of Road Transport and Highways (MoRTH) for formation of rules for establishing LNG as an automotive fuel. Union Minister for Road Transport and Highways has announced the approval for usage of LNG as an automotive fuel and final notification in this regard is expected soon. Discussions with oil marketing companies (OMC’s) are underway to have a collaborative approach for development of the LNG dispensing infrastructure jointly.

LNG AS MARINE FUEL - In relation to water transportation, Petronet plans to provide LNG as marine fuel to LNG powered inland waterway barges, especially for National Waterway 1.

TRAINING CENTER AT KOCHI

LNG is expanding its footprint as a fuel of choice in the Indian sub-continent and, going forward, there will be a huge demand for skilled and trained manpower in this niche technological area. Therefore, your Company is planning to set up a Centre of Excellence in LNG Training at Kochi, one of its kind in this part of the World to develop a talented and skilled pool of professionals.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has developed adequate internal control systems commensurate to its size and business. M/s Ernst & Young, as the Company’s Internal Auditors, conduct regular audits for various activities. The reports of the Internal Auditors are submitted to the Management and the Board’s Audit Committee at regular intervals. There is a thorough review of the adequacy of internal control system periodically.

DETAILS OF JOINT VENTURES / ASSOCIATE COMPANIES

A Solid Cargo Port through a Company named Adani Petronet (Dahej) Port Private Ltd., had commenced its operations in August 2010 at the Dahej Port. Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer. PLL has a 26% equity in this Solid Cargo Company and the balance equity is held by the Adani Group.

PERFORMANCE AND FINANCIAL POSITION OF SOLID CARGO JOINT VENTURE (JV) COMPANY

(Rs. in Lacs)

Particulars

For the year ended 31st March, 2017

For the year ended 31st March, 2016

Revenue

32,516

34,091

Profit/ (loss) from continuing operations

6,715

5,613

Other comprehensive income

(656)

144

Total comprehensive income

6,059

5,757

Company’s share of total comprehensive income (26%)

1,575

1,497

Petronet also owns 3% equity in the vessel MT Aseem which carries LNG from Qatar to Dahej under a long term agreement. During the year, your Company also took a 26% equity stake in the vessel MT Prachi which is on a long term time charter for the Gorgon volumes. India LNG Transport Co. (No. 4) Pvt. Ltd. (‘ILT4’) is joint venture in which the Company has joint control and a 26% ownership interest. It is one of the Company’s strategic investments and is primarily engaged in transportation of LNG from Gorgon, Australia to Kochi & Dahej terminals through a LNG cargo vessel. The joint venture has the principal place of business in Singapore.

The Company has made an investment in the equity of India LNG Transport Co. No.(4) Pvt. Ltd. (ILT4) on 13th February, 2017. For the purpose of consolidation, the differential of the acquisition value and fair value of ILT4 (as on the acquisition date) has been accounted as capital reserve. The financial statements of the ILT4 were not available for the period 13th February, 2017 to 31st March, 2017 hence the share of the Company in the profit/ loss of ILT4 for the said period has not been included in the consolidated financial statement as it is not expected to be material.

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

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, your Company’s engineers have been interacting with industry peers, technology providers and EPC Contractors. They have also been nominated to important national and international seminars. A team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has incurred outgo in foreign exchange to the extent of Rs. 20,510.07 Crore during the year under review. Foreign exchange earnings during the year were Rs. 62.23 Crore.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 is attached herewith as Annexure A and is a part of the Board’s report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company fully understands its responsibility towards the society and has been constantly contributing its bit towards various causes. In its endeavour to be more focused towards its social goals, the Company is developing a more structured approach to enhance access to quality healthcare, enrich the lives of people in the rural communities, environmental causes and enhance the educational quotient in the Country.

The Company is in the process of finalizing short-term, medium-term and long-term strategy to channelize the resources in a manner so as to derive maximum socioeconomic impact from targeted approach. In line with its social goals as enumerated above, the Company has already identified several projects in the areas of Healthcare, Education, Environment, River Surface Cleaning, Agriculture, Swatch Bharat etc. where your Company will spend the annual CSR budget in a progressive manner.

In terms of provisions of Companies Act, 2013, an amount of Rs. 21.60 Crore was required to be utilized on CSR activities. However, only Rs. 4.38 Crore was utilized on account of CSR activities during the financial year. The Company has been transitioning and adopting the new CSR policies / guidelines which have lead to the lower expenditure. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure B and form part of Board Report.

Further, Petronet LNG Foundation, a Company Limited by Guarantee, has been incorporated on 31st March, 2017 by Petronet LNG Limited as a promoter of the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder. This Company will facilitate the promoter to comply with its Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder.

DIRECTORS

1. A) Changes in Directors and Key Managerial Personnel

During the period under review, following are the changes among the Directors:

Directors Resigned

Name

Date of Resignation

Shri Debasis Sen, Nominee of IOCL

31st August, 2016

Shri S. Varadarajan, Nominee of BPCL

30th September, 2016

Mr. Philip Olivier, Nominee of GDFI

3rd February, 2017

Mr. Eric Ebelin, Nominee of GDFI

8th June, 2017

Shri R.K. Garg

19th July, 2017

The Board placed on record its appreciation for the contributions made by Shri Debasis Sen, Shri S. Varadarajan, Mr. Philip Olivier and Mr. Eric Ebelin.

Directors Appointed

Name

Date of Appointment

Shri G.

K. Satish, Nominee of

21st September, 2016

IOCL

Shri D. Rajkumar, Nominee of

1st October, 2016

BPCL

Shri T. Natarajan, Nominee of

21st September, 2016

GMB/GOG

Mr. Eric Ebelin, Nominee of

13th February, 2017

GDFI

Shri Subhash Kumar

5th August, 2017

2. B) Declaration by Independent Directors

Declaration by all the Independent Director(s) has been obtained stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

An Independent Director may hold office for a term up to a period of three years on the Board of a Company from their respective date of appointment.

3. C) Formal Annual Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. An exercise is being carried out through a structured evaluation process considering various aspects of the Board’s functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. The Company is in process of adopting all the requirements as stated in SEBI (LODR) Regulations, 2015.

4. D) INDEPENDENT DIRECTOR’s MEETING

A meeting of the Independent Directors was held on 22nd March, 2017 without the attendance of Non-independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of executive Directors and Non-executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

KEY MANAGERIAL PERSONNEL

Shri Prabhat Singh, MD&CEO, Shri Subhash Kumar, Director (Finance) and Shri K. C. Sharma, Company Secretary are the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, five Board Meetings were held on 16th May, 2016, 8th July, 2016, 5th September, 2016, 17th November, 2016 and 3th February, 2017. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee of the Board. The Audit Committee comprises the following Directors as on 31st March, 2017:

1. Shri Arun Kumar Misra, Chairman

2. Shri D.K. Sarraf, Member

3. Shri Sushil Kumar Gupta, Member

All the Members of the Audit Committee are Nonexecutive Directors and two out of three Members namely Shri Arun Kumar Misra and Shri Sushil Kumar Gupta are Independent Directors. The quorum of the Audit Committee is two Members.

The Chairman of the Audit Committee also attended the last Annual General Meeting of the Company.

NOMINATION AND REMUNERATION COMMITTEE

In terms of provisions of Section 178 of Companies Act, 2013 as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted a Nomination and Remuneration Committee. As on 31st March, 2017, the Nomination and Remuneration Committee comprises of the following Directors:

1. Shri Arun Kumar Misra, Chairman

2. Shri D. K. Sarraf, Member

3. Shri Sushil Kumar Gupta, Member

All the Members of Nomination and Remuneration Committee are non-executive Directors and two out of three Members namely Shri Arun Kumar Misra and Shri Sushil Kumar Gupta are Independent Directors.

Policy on Whole-time Directors’ Appointment and Remuneration

Pursuant to Article no. 109 and 111 of the Articles of Association of the Company, the Board may appoint Managing Director & CEO and other whole-time Directors subject to provisions of Section 203 and, other applicable provisions of the Companies Act.

The Search Committee, as constituted by the Board from time to time, finalizes the qualification, age, experience and other relevant criteria for the position under consideration and the notification for the vacant position is circulated in advance. Based on the suitability of the candidates, the Search Committee of the Board shortlists candidates for personal interaction and recommends potential candidates in order of merit to the Nomination and Remuneration Committee which in turn makes its recommendations to the Board. The final recommendation, with suitable compensation and other terms for appointment, is then approved by the Board, subject to confirmation by the Shareholders in the General Meeting.

Such appointment is for an initial term not exceeding five years at a time, upon such terms and conditions as approved by the Shareholders.

Compensation Policy

A Compensation Benchmarking Survey is periodically done to assess the competitiveness of total remuneration which is being paid to Directors, Key Managerial Personnel and Senior Management.

The outcome of the same is presented before Nomination and Remuneration Committee to assess the reasonableness to attract, retain and motivate Directors and other senior managerial personnel.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

No loans, investment / guarantee have been given by the Company under Section 186 of the Companies Act, 2013.

Insurance

The Company has taken appropriate insurance for all assets against foreseeable perils.

Significant and Material orders passed by or courts

There are no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status and the Company’s future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto is disclosed in Form No. AOC -2 attached as Annexure C.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in Annexure D to the Directors’ Report.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed with the report as Annexure E. Regarding inadequate number of Independent Directors as stated in the Secretarial Audit Report, it is stated that the Company is in the process of finding suitable candidates to be appointed as Independent Directors and the requisite number of Independent Directors will be appointed shortly.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors’ Report and is attached herewith as Annexure F.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year ended 31st March, 2017, no complaint(s) of Sexual Harassment has been received by the Company.

CORPORATE GOVERNANCE CERTIFICATE

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditors’ Certificate regarding Compliance of the SEBI Code of Corporate Governance, is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report contains a separate section on Management Discussion and Analysis which is a part of the Directors’ Report.

INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial and smooth relations amongst all its employees at Dahej and Kochi terminals.

RISK MANAGEMENT POLICY

The Company has laid down policies and procedures to inform the Members of the Board about the risk assessment and minimization procedure. A Risk Management Committee consisting of an Independent Director and all the Whole-time Directors periodically reviews the procedures to ensure that Executive Management controls risk through properly defined framework. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behavior, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March, 2017, no complaint has been received under Vigil Mechanism.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby confirm that:

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

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

DEPOSITS

During the year, your Company did not accept any deposits from the public under Section 73 of the Companies Act, 2013.

STATUTORY AUDITORS

M/s T. R. Chadha & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting (AGM) of your Company and, your Board of Directors has recommended appointment of M/s T.R. Chaddha, Chartered Accountants LLP, as the Statutory Auditors for the financial year 2017-18 subject to the approval of the Members. The appointment will have to be approved by Ordinary Resolution as required under Section 139 of Companies Act, 2013.

AUDITORS’ REPORT

The Auditors have submitted an unqualified report for the financial year 2016-17.

COST AUDITOR

The Board of Directors has appointed M/s K. L. Jaisingh & Co., Cost Accountants (Regn. No. 00182) as the Cost Auditor of the Company for the Financial Year 2017-18.

The Cost Audit Report for the year 2015-16 has been filed under XBRL mode on 29th September, 2016.

ACKNOWLEDGEMENTS

TheBoard of Directors sincerelythanksand wishes toplace on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, Engie (erstwhile GDF Suez), RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors, Lenders and the Employees of the Company for their whole-hearted co-operation and unstinted support. The Directors want to express their deep-felt thanks and best wishes to all the Shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.

For and on behalf of the Board of Directors

Place : New Delhi (K.D. Tripathi)

Date : 8th August, 2017 Chairman


Mar 31, 2016

Dear Shareholders,

On behalf of the Board of Directors, it is our privilege and honour to present the Eighteenth Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2016.

PHYSICAL PERFORMANCE

The financial year 2015-16 saw the Company operate its Dahej Terminal at 111% capacity utilization inspite of the challenges faced in the long term supply agreements. The demand for LNG was robust, albeit at the current market prices, which led to a discussion and reworking of the pricing under the long term LNG Contract. The Company was successfully able to feed the market by processing LNG under spot/short term deals inspite of the reduction in volumes under the long term Contract.

During the financial year 2015-16, the Dahej Terminal handled 170 LNG Cargoes and supplied 566 TBTUs of RLNG. 2224 LNG Road Tankers were also loaded and dispatched.

The utilisation of Kochi Terminal remained extremely low in the absence of pipeline network for gas evacuation.

10 Cargoes (including reload) were handled at the Kochi Terminal during the full year.

FINANCIAL PERFORMANCE

During the year, your Company achieved a turnover of Rs. 27,133 Crore as against Rs. 39,501 Crore in 2014-15. Inspite of an increase in quantity, the reduction of turnover in value term is primarily due to reduction in LNG prices and increase in regas service cargoes. The net profit during the year stood at Rs. 914 Crore as against Rs. 883 Crore in the previous year. A summary of the comparative financial performance in the fiscal 2015-16 and 2014-15 is presented below:

(Rs. in crore)

Particulars 2015-16 2014-15

Revenue from operations 27,133 39,501

Other Income 170 155

Total Revenue 27,303 39,656

Cost of LNG imports 25,076 37,611

Gross Margin 2,227 2,045

Salary & other operating expenses 466 452

Finance charges 239 293

Depreciation 322 315

Profit before Tax 1,200 985

Tax expenses, including deferred tax 286 102

Profit after Tax 914 883

Amount Transferred to Reserves:-

General Reserve 92 89

Debenture Redemption Reserve 78 78

Earnings (Rs.) per Share 12.19 11.77

DIVIDEND

Keeping in view the performance and dividend policy of the Company, the Directors are pleased to recommend a dividend of 25% on the paid-up share capital of the Company for the year ending 31st March, 2016.

FINANCING OF PROJECTS

The Company managed its finances well during the financial year 2015-16. The strong cash flows helped your Company to fund the ongoing capital expenditure from its internal accruals without any need to draw on the credit lines approved by the banks and financial institutions.

Your Company continues to enjoy good rapport with the lending agencies.

The credit rating of your Company continues to remain unchanged both from domestic as well as international agencies.

LNG SOURCING

Your Company has long-term supply contracts for LNG imports with RasGas, Qatar and Mobil Australia Resources Company (MARC), Australia for 7.5 MMTPA & 1.44 MMTPA respectively. While the LNG supplies from Qatar commenced in 2004, the Australian LNG from Gorgon is expected to hit the Indian shores by the end of 2016 or early 2017.

Due to sharp decline in crude prices, the price of LNG under RasGas long term contract was on the higher side vis-a-vis other term LNG and spot LNG, leading to lower off-take by consumers. With a view to mitigate the impact of high priced LNG, your Company along-with off-takers GAIL, IOCL and BPCL, under the guidance of Ministry of Petroleum & Natural Gas, undertook the task of price restructuring with RasGas, Qatar. After a series of meetings, a new pricing mechanism was agreed to between the parties. Your Company worked relentlessly to accomplish the goal within a pre-defined time frame and executed the amendments to the upstream and downstream sale and purchase agreements with the revised price formula. New prices have become effective w.e.f. January, 2016. In fact, such price restructuring under a long term contract is a very unique accomplishment, which your Company could achieve with its very own strong team as well as guidance from the Government. Such price reopening is very rarely done in the global LNG trade.

In the middle of difficulty lies opportunity, as part of the price restructuring exercise your Company signed another long term deal with RasGas, Qatar for 1 MMTPA, for a period of about 12 years from 2016 to 2028. The volumes under this contract have been sold to GAIL, IOCL, BPCL and GSPC and supplies have started w.e.f. January, 2016.

Besides the long-term LNG contracts, your Company also buys LNG on spot and short-term basis from many international players It is in touch with the major suppliers and producers to secure LNG at a competitive price for the Indian markets.

EXPANSION OF DAHEJ TERMINAL

Your Company is further expanding the regasification capacity of its Dahej Terminal from 10 MMTPA to 15 MMTPA. As on 31st March, 2016, the expansion project achieved a progress of 94%. Subsequently, the expansion project is on track and in August, 2016, the Company has started commissioning activities of the project with certain incremental send-out of RLNG to its customers, though the full commissioning of the expanded facility would be completed in the last quarter of 2016.

FURTHER EXPANISON OF DAHEJ TERMINAL

Your Company is looking at further expansion of Dahej terminal from 15.00 MMTPA to 17.50 MMTPA with addition of one LNG Storage Tank and 2.5 MMTPA Regasification facilities. The Company is in the process of awarding EPC contracts for both Regasification facilities and LNG Storage Tank Project.

SHIPPING ARRANGEMENTS

Three LNG ships, namely ''Disha'', ''Raahi'' and ''Aseem'' carry the entire LNG volume from RasGas under a long- term contract to Dahej. Shipping Corporation of India (SCI) is an equity partner in the ship-owning companies and all three ships are manned, managed, maintained and operated by SCI. The ships operate on a long-term time charter basis.

During FY 2015-16, the overall shipping operations at Dahej LNG terminal have run smoothly and the jetty utilization has been very good without any downtime. However, due to low offtake under long-term contract for certain period during 2015-16, the ship(s) remained underutilized and consequently, the Company was not able to fully recover the charter hire payments under the long term contract as of now. Time Charter costs being pass-through cost to offtakers in the long run, the Company would be able to recover fully such costs which would not be recovered this year due to low LNG offtake.

Construction of a ship to carry LNG from Australia under a long-term agreement is in progress as per schedule. A consortium of companies, namely, MOL, NYK, K-Line and The Shipping Corporation of India (SCI), will jointly own this ship. PLL has a right to subscribe upto 26% equity in this LNG ship. The ship will be delivered to PLL in November 2016 and will be used primarily to transport LNG from Gorgon, Australia to Kochi.

As is the case with the first three ships, the fourth ship will also be manned, managed, maintained and operated by SCI.

LNG TERMINAL AT KOCHI

During the year Kochi terminal operated at very minimum levels due to lack of evacuation pipelines to Bangalore and Mangalore. Only Phase I pipeline was operational and for most part of the year, BPCL-Kochi Refinery was the only major consumer.

The average capacity utilization during the year was only 3%. Some value added services like storage & reloading, GUCD (Gassing Up and Cooling Down) as well as LNG bunkering services were also provided during this year. There has been very little physical progress in KKBMPL Phase II pipeline activities in the year as the pipeline to connect to Bangalore via Tamil Nadu was under litigation and the pipeline to connect to Mangalore, which is to be laid entirely within Kerala by GAIL, is under re-tendering stage.

NEW BUSINESS INITIATIVES

Having gained extensive experience in LNG handling capabilities, the Company is taking steps to develop a small scale LNG market in the Country. The initiatives undertaken by your Company towards this new concept are briefly explained below:

(a) LNG Bunkering: Your Company has already showcased its ability for providing LNG as bunker fuel to LNG powered ships from the Kochi LNG terminal.

(b) LNG through trucks: Your Company is supplying LNG through trucks from Dahej as well as Kochi. Your Company is in further discussions with various potential industrial customers who are not connected with pipeline for supplies of LNG by road tankers.

(c) LNG as automotive fuel: For land transportation, your Company plans to provide LNG as automotive fuel for heavy duty trucks by setting up LNG dispensing stations on major highways.

(d) LNG as marine fuel: In relation to water transportation, PLL plans to provide LNG as marine fuel to LNG powered inland waterway barges, especially for National Waterway 1.

(e) LNG powered locomotive: Your Company is also in discussion with railway authorities to introduce LNG powered locomotive in India.

Possibility of utilizing the cold energy by setting up cryogenic ware house for refrigerated storage of various products is being worked out. Your Company has also initiated pre-project activities in this regard and has made provision in process plant to install equipment in future.

The Company has prepared a Feasibility Report for setting up a satellite LNG regasification terminal, alongwith a power generation plant, at Port Blair. The facility may also have provision to supply regasified LNG for city gas distribution and industrial ancillary units. An MoU in this regard has been signed with Andaman & Nicobar Administration.

The Company is also exploring possibility of setting up of LNG Terminal outside India and is in discussion with a few of our neighboring countries viz. Srilanka and Bangladesh.

Training Center at Kochi

LNG is expanding its footprint as a fuel of choice in the Indian sub-continent and, going forward, there will be a huge demand for skilled and trained manpower in this niche technological area. Therefore, your Company is planning to use infrastructure at Kochi Terminal for setting up a Centre of Excellence in LNG Training, one of its kind in this part of World to develop a talented skilled pool of professionals. The Company has already completed several activities like Training Curriculum, Faculty Development, Infrastructure Planning etc. and it is expected to commission the Training Centre during the next financial year.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has developed adequate internal control systems commensurate to its size and business. PLL has appointed M/s Ernst & Young as Internal Auditors, who conduct regular audits for various activities. The reports of the Internal Auditors are submitted to the Management and the Board''s Audit Committee. There is a thorough review of the adequacy of internal control system.

DETAILS OF JOINT VENTURES/ASSOCIATE COMPANIES

A Solid Cargo Port through a Company namely Adani Petronet (Dahej) Port Private Ltd., had commenced its operations in August 2010 at Dahej Port. Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer. PLL has 26% equity in this Solid Cargo Company and the balance equity is held by the Adani Group.

PERFORMANCE AND FINANCIAL POSITION OF SOLID CARGO JOINT VENTURE (JV) COMPANY

The financial highlights of solid cargo JV Company for the year ended 31st March, 2016 are as under:

(Rs. In Crore)

Particulars 31st March, 31st March, 2016 2015

Revenue from Operations 344.31 484.68

Other Income 8.36 6.44

Total Income 352.67 491.12

Operating Expenses 104.05 154.27

Employee benefits expenses 11.98 10.50

Depreciation and 67.91 52.70 amortization expense

Finance Cost 63.35 55.14

Other expenses 15.89 17.33

Total Expenses 263.18 289.94

Profit Before Tax 89.49 201.18

Tax expenses 33.72 115.54

Net Profit for the year 55.77 85.64

The cargo handling operations at the port are fairly mechanized and port is well connected with road and railway. The cargo handled comprises steam coal, rock phosphate and project cargo etc. Due to challenging developments in the domestic coal mining sector, there has been a major decrease in import of coal into the Country. This has affected the throughput of the port which has experienced a decline.

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

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, your Company''s engineers have been interacting with industry peers, technology providers and EPC Contractors. They have also been nominated to important national and international seminars. A team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has incurred outgo in foreign exchange to the extent of Rs. 23,165 Crore during the year under review. Foreign exchange earnings during the year were Rs. 350 Crore.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 is attached herewith as Annexure A and is a part of the Board''s report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company fully understands its responsibility towards the society and has been constantly contributing its bit towards various causes. In its endeavour to be more focused towards its social goals, the Company is developing a more structured approach to enhance access to quality healthcare, enrich the lives of people in the rural communities, environmental causes and enhance the educational quotient in the country.

The Company is in process of finalizing short-term, medium- term and long-term strategy to channelize the resources in manner so as to derive maximum socio-economic impact from targeted approach. In line with its social goals as enumerated above, the Company has already identified several projects in the areas of Healthcare, Education, Environment, River Surface Cleaning, Agriculture, Swatch Bharat etc. where your Company will spend the annual CSR budget in a progressive manner.

In terms of provisions of Section 135 of Companies Act, 2013 and rules made thereunder, an amount of Rs. 25.06 Crore was required to be utilized on CSR activities. However, only Rs. 5.96 Crore was utilized on account of CSR activities during the financial year. The guidelines for the expenditure on CSR activities are fairly recent and the Company has been transitioning and adopting the new CSR policies/guidelines which lead to the lower expenditure. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure B and form part of Board Report.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

During the year under review, following are the changes among the Directors:

Directors Resigned

Name Date of Resignation

Dr. A. K. Balyan 15th July, 2015

Shri B. C. Tripathi, Nominee of GAIL 19th November, 2015

Shri Atanu Chakraborty, Nominee 11th April, 2016 of GMB

The Board placed on record its appreciation for the contributions made by Dr. A. K. Balyan, Shri B. C. Tripathi and Shri Atanu Chakraborty.

Directors Appointed

Name Date of Appointment

Shri Prabhat Singh 14th September, 2015

Shri Subir Purkayastha, Nominee 1st December, 2015 of GAIL

B) Declaration by Independent Directors

Three Independent Directors namely Shri Arun Kumar Misra, Shri Sushil Kumar Gupta and Dr. Jyoti Kiran Shukla were appointed to the Board. Declaration by all the Independent Director(s) has been obtained stating that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013.

An Independent Director may hold office for a term up to a period of three years on the Board of a Company from their respective date of appointment.

C) Formal Annual Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. The exercise would be carried out through a structured evaluation process considering various aspects of the Board''s functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. The Independent Directors evaluated the performance of the entire Board. However, the Company is in process of adopting all the requirements as stated in SEBI (LODR) Regulations, 2015.

D) INDEPENDENT DIRECTOR''s MEETING

A meeting of the Independent Directors was held on 28th March, 2016 without the attendance of Non- Independent Directors and members of the management. The Independent Directors reviewed the performance of the non-independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of executive Directors and non- executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

KEY MANAGERIAL PERSONNEL

Shri Prabhat Singh, MD&CEO, Shri R. K. Garg, Director (Finance) and Shri K. C. Sharma, Company Secretary are the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, six Board Meetings were held on 25th April, 2015, 30th July, 2015, 19th October, 2015, 10th December, 2015, 10th February, 2016 and 28th March, 2016. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee of the Board. The Audit Committee comprises the following Directors as on 31st March, 2016:

1 Shri Arun Kumar Misra, Chairman

2 Shri D. K. Sarraf, Member

3 Shri Sushil Kumar Gupta, Member

All the Members of the Audit Committee are non-executive Directors and two out of three Members are Independent Directors namely Shri Arun Kumar Misra and Shri Sushil Kumar Gupta. The quorum of the Audit Committee is two Members.

The Chairman of the Audit Committee also attended the last Annual General Meeting of the Company held on 24th September, 2015.

NOMINATION AND REMUNERATION COMMITTEE

In terms of provisions of Section 178 of Companies Act, 2013 as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted a Nomination and Remuneration Committee. As on 31st March, 2016, the Nomination and Remuneration Committee comprises of the following Directors:

1. Shri Arun Kumar Misra, Chairman

2. Shri D. K. Sarraf, Member

3. Shri Sushil Kumar Gupta, Member

All the Members of Nomination and Remuneration Committee are non-executive Directors and two out of three Members are Independent Directors namely Shri Arun Kumar Misra and Shri Sushil Kumar Gupta.

Policy on Whole-time Directors'' Appointment and Remuneration

Pursuant to Article no. 109 and 111 of the Articles of Association of the Company, the Board may appoint Managing Director & CEO and other whole-time Directors subject to provision of Section 203 and other applicable provisions of the Act.

The Search Committee, as constituted by the Board from time to time, finalizes the qualification, age, experience and other relevant criteria for the position under consideration and the notification for the vacant position is circulated in advance. Based on the suitability of the candidates, the Search Committee of the Board shortlists candidates for personal interaction and recommends potential candidates in order of merit to Nomination and Remuneration Committee which in turn makes its recommendations to the Board. The final recommendation, with suitable compensation and other terms for appointment, is then approved by the Board, subject to confirmation by the Shareholders in the General Meeting.

Such appointment is for an initial term not exceeding five years at a time, upon such terms and conditions as approved by the Shareholders.

Compensation Policy

A Compensation Benchmarking Survey is periodically done to assess the competitiveness of total remuneration which is being paid to Directors, Key Managerial Personnel and Senior Management.

The outcome of the same is presented before Nomination and Remuneration Committee to assess the reasonableness to attract, retain and motivate Directors and other senior managerial personnel. Based on the latest exercise conducted during this year, a revised compensation structure has been implemented w.e.f 01.04.2015 for all the employees including Directors, Key Managerial Personnel and Senior Management Team.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

No loans, investment / guarantee have been given by the Company under Section 186 of the Companies Act, 2013.

Insurance

The Company has taken appropriate insurance for all assets against foreseeable perils.

Significant and Material orders passed by or courts

There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Company''s future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC -2 attached as Annexure C.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in Annexure D to the Directors'' Report.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed with the report as Annexure E. Regarding inadequate number of Independent Directors as stated in the Secretarial Audit Report, it is stated that the Company is in the process of finding suitable candidates to be appointed as Independent Directors and the requisite number of Independent Directors will be appointed shortly.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors'' Report and is attached herewith as Annexure F.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year ended 31st March, 2016, no complaint(s) of Sexual Harassment has been received by the Company.

CORPORATE GOVERNANCE CERTIFICATE

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditors'' Certificate regarding Compliance of the SEBI Code of Corporate Governance, is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report contains a separate section on Management Discussion and Analysis which is a part of the Directors'' Report.

INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial and smooth relations amongst all its employees at Dahej and Kochi terminals.

RISK MANAGEMENT POLICY

The Company has laid down policies and procedures to inform the Members of the Board about the Risk Assessment and Minimization Procedure. A Risk Management Committee consisting of an Independent Director and all the Whole-time Directors periodically reviews the procedures to ensure that Executive Management controls risk through properly defined framework. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behavior, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March, 2016 no complaint has been received under Vigil Mechanism.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby confirm that:

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

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DEPOSITS

During the year, your Company did not accept any deposits from the public under Section 73 of the Companies Act, 2013.

STATUTORY AUDITORS

M/s T R. Chadha & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting (AGM) of your Company and being eligible, offer themselves for re-appointment. The re-appointment, if made, for the financial year 2016-17, will have to be approved by Ordinary Resolution as required under Section 139 of Companies Act, 2013.

AUDITORS'' REPORT

Auditor has submitted an unqualified report for the financial year 2015-16.

COST AUDITOR

The Board of Directors has appointed M/s K. L. Jaisingh & Co. as the Cost Auditor of the Company for the Financial Year 2016-17.

The Cost Audit Report for the year 2014-15 has been filed under XBRL mode on 6th October, 2015.

ACKNOWLEDGEMENTS

The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, Engie (erstwhile GDF Suez), RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors, Lenders and the Employees of the Company for their whole-hearted co-operation and unstinted support. The Directors want to express their deep-felt thanks and best wishes to all the Shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.



For and on behalf of the Board of Directors

Place : New Delhi (K.D. Tripathi)

Date : 19th August, 2016 Chairman


Mar 31, 2015

Dear Members,

On behalf of the Board of Directors, it is our privilege and honour to present the seventeenth Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2015.

PHYSICAL PERFORMANCE

Inspite of challenges being faced in the international LNG markets due to a sharp decline in the prices of crude oil, your Company was able to achieve the utilization of the Dahej terminal at its nameplate capacity of 10 MMTPA. The LNG prices in the spot markets declined sharply due to the declining crude prices. However, the prices under the long-term contract, which have benefitted the Indian consumers for the past decade, will take longer time to align with the current market prices due to the formula of the contract. This has led to a decline in the RLNG off-take by the Petronet off-takers - GAIL, IOCL and BPCL - citing low acceptability of the RLNG prices among their consumers. This low off-take situation is expected to continue in the next year. Company is, therefore, urgently working on plans to alleviate the situation. During the financial year 2014-15, Dahej Terminal handled 154 LNG cargoes and supplied 520.78 TBTUs of re-gasified LNG, 2666 LNG road tankers were loaded and dispatched during the year under review.

A highlight of the year was berthing of a Q-Max cargo at the Dahej Terminal. A Q-Max cargo is the largest available LNG vessel in the World today and can carry upto 260,000 cubic meters of LNG which is almost double of the conventional cargo size. With the receipt of a Q-Max cargo at Dahej during December 2014, your Company established another benchmark demonstrating versatile technical capability to handle cargos of a variety of sizes. Prior to this, the Dahej terminal had been regularly receiving the Q-Flex cargos carrying 210,000 cubic meters of LNG.

Kochi Terminal completed its first full year of operations since commissioning. Limited availability of the pipeline network for gas evacuation remains a concern leading to the plant operating at very low capacity utilization. 6 cargoes (including 2 re-load cargoes) were brought to the Kochi Terminal during the full year.

FINANCIAL PERFORMANCE

During the period 2014-15, your Company achieved its highest ever turnover of Rs. 39,501 Crores as against Rs. 37,748 Crores in 2013-14, the net profit during the year stood at Rs. 883 Crores as against Rs. 712 Crores in the previous year. The capacity utilization at the Dahej Terminal was 102.1% during the year under review, while the Kochi Terminal operated at a capacity utilization of 2.1%. A summary of the comparative financial performance in the fiscal 2014-15 and 2013-14 is presented below:

(Rs. in crore)

Particulars 2014-15 2013-14

Revenue from operations 39,501 37,748

Other Income 155 84

Total Revenue 39,656 37,832

Cost of LNG imports 37,611 35,849

Gross Margin 2,045 1,983

Salary & other operating expenses 452 400

Finance charges 293 220

Depreciation 315 308

Profit before Tax 985 1055

Tax expenses, including deferred tax 102 343

Profit after Tax 883 712

Amount Transferred to Reserves:- General Reserve 89 72

Debenture Redemption Reserve 78 15

Earnings (Rs.) per Share 11.77 9.49

DIVIDEND

Keeping in view the performance and dividend policy of the Company, the Directors are pleased to recommend a dividend of 20% on the paid-up share capital of the Company for the year ending 31st March, 2015.

FINANCING OF PROJECTS

Petronet has been able to raise the required debt for its large capital expenditure since its formation. The initial Dahej project of 5 MMTPA capacity, its expansion to 10 MMTPA, the Kochi LNG Terminal, the second jetty and now further expansion of the Dahej terminal to 15 MMTPA have required substantial borrowings - both in Indian Rupees as well as in foreign currency.

Best CFO Award being received by Shri R. K. Garg, Director (Finance)

Taking advantage of the availability of cheaper options in the markets, your Company refinanced its Rupee term loans by substituting these with low cost Rupee Bonds in the Indian markets for an amount of Rs. 1,000 crore. These initiatives show the strength of the balance sheet of your Company, its credibility and the good relationship it enjoys with the lending community.

Inspite of the challenging times, your Company has maintained its high credit rating with the domestic as well as international rating agencies.

LNG SOURCING

You are aware that your Company has signed long-term supply contracts for LNG imports with RasGas, Qatar and Mobil Australia Resources Company (MARC), Australia. While the LNG supplies from Qatar commenced in 2004, the Australian LNG from Gorgon is expected to hit the Indian shores in 2016. Due to sharp decline in crude prices, the price of LNG under RasGas long term contract having linkage to 60 months JCC average is on the higher side vis- a-vis other term LNG and spot LNG leading to lower off-take by consumers. Your Company is working to mitigate impact of high priced LNG due to sharp decline of crude oil prices along-with off-takers GAIL, IOCL and BPCL.

Visit of MD & CEO of Ras Gas at Kochi Terminal

Besides the long-term LNG contracts, your Company also buys LNG on spot and short-term basis from many international players. It is always in touch with the suppliers to secure LNG at an affordable price for the Indian markets.

FURTHER EXPANSION OF DAHEJ TERMINAL

You are aware that the Dahej LNG Terminal is being further expanded from 10 MMTPA to 15 MMTPA. As on 31st March, 2015, the expansion project has achieved 56.05% progress. The construction activities continue as planned and the project is expected to be completed by end 2016.

Your Company is looking at further expansion of Dahej terminal to 17.50 MMTPA and is in process of finalising business model for the same. Detailed Feasibility Report has been prepared and Front End Engineering design is under progress.

SHIPPING ARRANGEMENTS

Three LNG ships, namely 'Disha', 'Raahi' and 'Aseem' carry the entire LNG volume from RasGas under a long-term contract to Dahej. Shipping Corporation of India (SCI) is an equity partner in the ship-owning companies and all three ships are manned, managed, maintained and operated by SCI. The ships operate on a long-term time charter basis.

During FY2014-15, the overall shipping operations at Dahej LNG terminal have run smoothly and the jetty utilization has been very good without any downtime.

Construction of a ship to carry LNG from Australia under a long-term agreement is in progress as per schedule. A consortium of companies, namely, MOL NYK, K-Line and The Shipping Corporation of India (SCI), will own this ship. PLL has right to subscribe upto 26% equity in this LNG ship. The ship will be delivered to PLL in November 2016 and will be used primarily to transport LNG from Gorgon, Australia to Kochi.

As is the case with the first three ships, the fourth ship will also be manned, managed, maintained and operated by SCI.

LNG TERMINAL AT KOCHI

Kochi terminal continued to operate at low loads due to lack of evacuation pipelines with no substantial progress in Phase II pipelines work. There are very few customers being serviced as of now with Phase I of the pipeline network, limited to only about 45 Kms. Until Phase II segment of the pipeline is completed, the terminal capacity will continue to be grossly underutilized.

To enhance the capacity utilization at Kochi, your Company has been trying to offer innovative solutions to international LNG players. During the year under review, the Company offered and undertook new value added activities relating to unload and re-export of LNG, cool down, gassing up and bunkering fuel.

A total of four cargoes were unloaded during the year. Two such cargoes were re-exported during the year. As part of providing more value added activities, Kochi terminal also successfully provided LNG as bunker to a small vessel. Gassing up and Cooling down activities have also been carried out in the month of April 2015.

EAST COAST TERMINAL AT GANGAVARAM

Your Company initiated the process to revalidate the demand and the commercial structure for the proposed terminal at Gangavaram. Primary market assessment has been carried out. Discussions on pipeline connectivity with the pipeline owners have continued. Many international LNG suppliers have shown interest to participate in this project. Your Company is in the process to have a robust commercial structure in place before seeking approval of the Board to committing funds to this project. The Company is, however, bullish on the demand potential of that region and believes that it is best suited to set up the terminal and serve the consumers in that region.

DIRECT MARKETING OF LNG THROUGH ROAD TANKERS

The first direct customer of your Company for supply of LNG by road tankers is Hindustan Lifecare Ltd (HLL), Trivandrum and supplies have commenced from September 2014. Your Company is in discussions with other potential industrial customers who are not connected with pipeline for supplies of LNG by road tankers.

Inaugration of LNG supply by road to HLL

WIND POWER PROJECT IN GUJARAT

The Company is making efforts to reduce and optimize the power consumption which is the major operating cost in re-gasification terminal at Dahej. At the same time, PLL is promoting renewable energy for the reduction of carbon footprints and envisages environment friendly energy generation. The Company is in the process of implementing a 40 MW Wind Power Project in Gujarat for captive use of Dahej LNG terminal.

The pre-project activities have already begun. The project will reduce the expenses on power consumption and is likely to be a profitable investment with a shorter payback period.

FUTURE PLANS

Your Company is looking at innovative ways to integrate along the LNG value chain. It is seen that a significant amount of energy is spent at the Natural Gas liquefaction plants for converting natural gas into LNG by the LNG producing countries. There is a potential for recovery of such energy at LNG re-gasification terminals. Your Company has also initiated steps in this regard and has begun pre-project activities for setting up of an Air Separation Unit (ASU) to produce liquid gases such as Liquid Nitrogen, Liquid Oxygen and Liquid Argon. An ASU integrated with an LNG re-gasification terminal consumes 50% less energy vis-a-vis a stand- alone ASU. Another possibility of utilizing the above cold energy is by setting up cryogenic ware house for refrigerated storage of various products. Your Company has also initiated pre-project activities in this regard.

Signing of C2-C3 Extraction Agreement between GAIL, ONGC & PLL

The Company has prepared a Detailed Feasibility Report for setting up a satellite LNG regasification terminal, alongwith a power generation plant, at Port Blair. The facility will also have provision to supply regasified LNG for city gas distribution and industrial ancillary units. It will sign a Memorandum of Understanding with Government of Andaman & Nicobar for joint venture formation and Power Purchase Agreement.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has developed adequate internal control systems commensurate to its size and business. PLL has appointed M/s Ernst & Young as Internal Auditors, who conduct audits for various activities. The reports of the Internal Auditors are submitted to the Management and the Board's Audit Committee. There is a thorough review of the adequacy of internal control system.

DETAILS OF JOINT VENTURES / ASSOCIATE COMPANY(S)

A Solid Cargo Port through a Joint Venture Company namely Adani Petronet (Dahej) Port Private Ltd., had commenced its operations in August 2010 at Dahej Port. Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer. PLL has 26% equity in this Joint Venture along with the Adani Group.

PERFORMANCE AND FINANCIAL POSITION OF JOINT VENTURE COMPANY

The financial highlights of solid cargo company for the year ended 31st March, 2015 was as under:

(Rs. In Crore)

Particulars 31st March, 31st March, 2015 2014

Revenue from Operations 484.68 288.83

Other Income 6.44 9.64

Total Income 491.12 298.47

Operating Expenses 155.37 101.35

Employee benefits 10.50 9.28 expenses

Depreciation and 52.70 48.75 amortization expense

Finance Cost 55.14 83.99

Other expenses 16.23 10.58

Total Expenses 289.94 253.95

Profit Before Tax 201.18 44.52

Tax expenses 115.54 31.79

Net Profit for the year 85.64 12.73

The cargo handling operations at the port is fairly mechanized and port is well connected with road and railway. The cargo handled comprises of steam coal, rock phosphate and project cargo etc. The key aspects of company's performance during the financial year 2014-15 are as follows:

* Solid Cargo volume increased by 57% from 7.89 mmt in FY 2013-14 to 12.42 mmt in FY 2014-15.

Solid Cargo Port of Adani Petronet at Dahej

* Total number of vessels handled at Dahej Solid Cargo Port was 182 during FY 2014-15 as against 123 for FY 2013-14; a growth of 48% year on year.

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

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, your Company's engineers have been interacting with industry peers, technology providers and EPC Contractors. They have also been nominated to important national and international seminars. A team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has incurred expenditure in foreign exchange to the extent of Rs. 37,653 Crore during the year under review. Foreign exchange earnings during the year were Rs. 441 Crore.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 is attached herewith as Annexure A and is a part of the Board's report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Petronet Limited Ltd., as responsible Corporate has been undertaking Socio-Economic Development Projects/ Programs and also supplementing the efforts of the local institutions/NGOs/local Government/implementing agencies in the field of Education, Healthcare, Community Development, Entrepreneurship etc. to meet priority needs of the marginalized and underserved communities with the aim to help them to become self-reliant. These efforts are being undertaken preferably in the local area and areas around our work centers/ project sites.

In terms of provisions of Companies Act, 2013, an amount of Rs. 28.84 Crore was required to be utilized on CSR activities. However, only Rs. 4.24 Crore was utilized on account of CSR activities during the financial year. You are aware that the guidelines for the expenditure on CSR activities are fairly recent and the Company has been transitioning and adopting the new CSR policies / guidelines which lead to the lower expenditure. The Company is in a continuous process of finding and evaluating various large projects for taking up/spending required amount on account of CSR activities.

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure B and form part of Board Report.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

During the year under review, following are the changes among the Directors:

Directors Resigned

Name Date of Resignation

Shri B. C. Bora, Independent Director 29th June, 2014

Shri Ashok Sinha, Independent Director 29th June, 2014

Shri A M K Sinha, Nominee of IOCL 1st August, 2014

Shri R. Ram Mohan, Nominee of 25th August, 2014 Lenders

Shri Tapan Ray, Nominee of GMB/GOG 8th October, 2014

The Board placed on record its appreciation for the contributions made by Shri B. C Bora, Shri Ashok Sinha, Shri A. M. K. Sinha, Shri R. Ram Mohan and Shri Tapan Ray.

Directors Appointed

Name Date of Appointment

Shri Arun Kumar Misra, 14th August, 2014

Independent Director

Shri Debasis Sen, Nominee of 21st October, 2014 IOCL

Shri Sushil Kumar Gupta, 15th January, 2015 Independent Director

Shri Atanu Chakraborty, Nominee 23rd February, 2015 of GMB/GOG

Dr. Jyoti Kiran Shukla, 31st March, 2015 Independent Director

B) Declaration by Independent Directors

During the year, three Independent Directors namely Shri Arun Kumar Misra, Shri Sushil Kumar Gupta and Dr. Jyoti Kiran Shukla were appointed to the Board. Declaration by all the Independent Director(s) has been obtained stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

An Independent Director will hold office for a term up to a period of three years on the Board of a Company from their respective date of appointment.

C) Formal Annual Evaluation of Board

As required under the relevant provisions of the Companies Act 2013, Company has a process for evaluation of the Board, its committees and individual Directors. However, Company is in the process of laying down the specific criteria for evaluation of performance of the entire Board and members.

The evaluation is proposed to be made on the following parameters;

1. Composition & Quality

2. Understanding the Business, including Risks

3. Process & Procedures

4. Oversight of the Financial Reporting Process, including Internal Controls

5. Oversight of Audit Functions

6. Ethics & compliance

7. Monitoring Activities

8. Overall evaluation

KEY MANAGERIAL PERSONNEL

Dr. A. K. Balyan, MD & CEO, Shri R. K. Garg, Director (Finance) and Shri K. C. Sharma, Company Secretary are the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, four Board Meetings were held on 30th April 2014, 4th August 2014, 7th November, 2014 and 5th February, 2015. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per Listing Agreement.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee of the Board. The Audit Committee comprises of the following Directors as on 31st March, 2015:

1 Shri Arun Kumar Misra, Chairman

2 Shri D. K. Sarraf, Member

3 Shri Sushil Kumar Gupta, Member

All the Members of the Audit Committee are Non-executive Directors and two out of three Members are Independent Directors namely Shri Arun Kumar Misra and Shri Sushil Kumar Gupta. The quorum of the Audit Committee is two Members.

The then Chairman of the Audit Committee also attended the last Annual General Meeting of the Company held on 18th September, 2014.

NOMINATION AND REMUNERATION COMMITTEE

In terms of provisions of Section 178 of Companies Act, 2013 as well as the Listing Agreement, Board of Directors has constituted a Nomination and Remuneration Committee. As on 31st March, 2015, the Nomination and Remuneration Committee comprises of the following Directors:

1. Shri Arun Kumar Misra, Chairman

2. Shri D. K. Sarraf, Member

3. Shri Sushil Kumar Gupta, Member

All the Members of Nomination and Remuneration Committee are Non-executive Directors and two out of three Members are Independent Directors namely Shri Arun Kumar Misra and Shri Sushil Kumar Gupta.

Policy on Directors' Appointment and Remuneration

Pursuant to Article no. 109 and 111 of the Articles of Association of the Company, the Board may appoint Managing Director & CEO and other Whole-time Directors subject to provision of Section 203 and other applicable provisions of the Act.

The Search Committee, as constituted by the Board from time to time, finalizes the Qualification, Age, experience and other relevant criteria like experience etc. for the position under consideration and the notification for the vacant position is circulated. Based on the suitability of the candidates, the Search Committee of the Board shortlists candidates for personal interaction and recommend potential candidates in order of merit to Nomination and Remuneration Committee which in turn makes its recommendation to the Board. The final recommendation with suitable compensation and other terms for appointment is then approved by the Board subject to confirmation by the shareholders in the general meeting.

Such appointment is for a fixed term not exceeding five years at a time, upon such terms and conditions as approved by the shareholders.

Compensation Policy

A Compensation Benchmarking Survey is done to assess the competitiveness of total remuneration which is being paid to Directors, key managerial personnel and senior management.

The outcome of the same is presented before Nomination and Remuneration Committee to assess the reasonableness to attract, retain and motivate Directors and other senior managerial personnel.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

No loan, investment / guarantee have been given by the Company under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC -2 attached as Annexure C.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in Annexure D to the Directors' Report.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report submitted by M/s A. N. Kukreja & Co., Company Secretaries, is annexed with the report as Annexure E. Regarding inadequate number of Independent Directors as stated in the Secretarial Audit Report, it is stated that Company is in the process of finding suitable candidates to be appointed as Independent Directors and shortly the requisite number of Independent Directors will be appointed.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors' Report and is attached herewith as Annexure F.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year ended 31st March, 2015, no complaint(s) of Sexual Harassment has been received by the Company.

CORPORATE GOVERNANCE CERTIFICATE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance, together with Auditors' Certificate regarding Compliance of the SEBI Code of Corporate Governance, is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report contains a separate section on Management Discussion and Analysis which is a part of the Directors' Report.

INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial and smooth relations amongst all its employees at Dahej and Kochi terminals.

RISK MANAGEMENT POLICY

The Company has laid down policies and procedures to inform the Members of the Board about the risk assessment and minimization procedure. A Risk Management Committee consisting of Whole-time Directors periodically reviews the procedures to ensure that Executive Management controls risk through properly defined framework. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and Clause 49 of the Listing Agreement for Directors and employees of the Company to report, to the management, concerns about unethical behavior, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby confirm that:

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

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DEPOSITS

During the year, your Company did not accept any deposits from the public under Section 73 of the Companies Act, 2013.

STATUTORY AUDITORS

M/s T R. Chadha & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting (AGM) of your Company and being eligible, offer themselves for re-appointment. The re-appointment, if made, for the financial year 2015-16, will have to be approved by Ordinary Resolution as required under Section 139 of Companies Act, 2013.

AUDITORS' REPORT

Auditor has submitted an unqualified report for the financial year 2014-15.

COST AUDITOR

The Board of Directors has re-appointed M/s Sanjay Gupta & Associates as the Cost Auditor of the Company for the Financial Year 2014-15.

The Cost Audit Report for the year 2013-14 has been filed under XBRL mode on 25th September, 2014.

ACKNOWLEDGEMENTS

The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat, Kerala and Andhra Pradesh, Promoters of the Company, Engie (erstwhile GDF Suez), RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors, Lenders and the Employees of the Company for their whole-hearted co-operation and unstinted support. The Directors want to express their deep-felt thanks and best wishes to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth.

For and on behalf of the Board of Directors

(R. K. Garg) (Dr. A. K. Balyan) Director (Finance) MD & CEO

Place : New Delhi Date : 15th July, 2015


Mar 31, 2014

Dear Shareholders,

On behalf of the Board of Directors, it is my privilege and honour to present the Sixteenth Annual Report and the Audited Accounts of Petronet LNG Limited (PLL) for the year ended March 31, 2014.

PHYSICAL PERFORMANCE

During financial year 2014 (FY14), there was an overall decline in demand for gas in India. This impacted the operations of the Dahej terminal with marginal dip in the terminal utilization at a capacity lower than nameplate capacity of 10 MMTPA. In FY14, the Dahej Terminal handled 149 LNG cargoes and supplied 488.75 TBTUs of re-gasified LNG.

The Kochi terminal was commissioned in August, 2013. However, due to limited availability of the pipeline network for gas evacuation, the terminal operated at low capacity utilization. 3 cargoes have been brought to the Kochi terminal since it was commissioned.

FINANCIAL PERFORMANCE

During the period 2013-14, while the company achieved the highest ever turnover of Rs. 37,748 Crore as against Rs. 31,467 Crore in 2012-13, the net profit during the year declined to Rs. 712 Crore as against Rs. 1,149 Crore in the previous year. Lower capacity utilization, coupled with the commissioning of the Kochi terminal, resulted in lower profits for PLL for FY14. The capacity utilization at the Dahej Terminal was at 96%, while the Kochi terminal operated at minimal capacity.

A summary of the comparative financial performance of PLL for FY14 and FY13 respectively is presented below:

(Rs. in Crore)

Particulars 2013-14 2012-13

Revenue from operations 37,748 31,467

Other Income 84 89

Total Revenue 37,832 31,556

Cost of LNG imports 35,849 29,212

Gross Margin 1,983 2,344

Salary & other operating expenses 400 319

Finance charges 220 118

Depreciation 308 187

Profit before Tax 1,055 1,720

Tax expenses, including deferred tax 343 571

Profit after Tax 712 1,149

Earnings per Share (Rs.) 9.49 15.32

DIVIDEND

Keeping in view the performance and dividend policy of PLL, the Directors are pleased to recommend a dividend of 20% on the paid-up share capital of the company for the year ending March 31, 2014.

FINANCING OF PROJECTS

PLL has successfully raised the required debt for its large capital expenditure since formation. Over time, the company has borrowed substantial funds in Indian Rupees as well as foreign currency to finance multiple expansion plans. These include initial Dahej project of 5 MMTPA capacity, its expansion to 10 MMTPA, the Kochi LNG Terminal, and the second jetty at Dahej, and now further expansion of the Dahej terminal to 15 MMTPA.

For the first time during FY14, the company tapped the Rupee-bond market and raised Rs. 300 Crore to fund the second jetty at Dahej.

Simultaneously, PLL signed Rupee loan agreements aggregating Rs. 2,250 Crore with State Bank of India and HDFC Bank Ltd. to fund the Dahej expansion project. Further, Asian Development Bank sanctioned an amount of USD 150 million for the Dahej expansion project. These developments are symbolic of the strength of the balance sheet of PLL and the good relationship it enjoys amongst the lending community.

The company undertook an international rating exercise during FY14. After a rigorous exercise, M/s Moody''s Investor Service ("Moody''s") assigned Petronet LNG Limited with a Baa3 Corporate Family Rating. The outlook on the rating is stable. PLL has been assigned a rating equivalent to that of the Sovereign. With this rating, PLL has joined the elite group of companies that are similarly rated by the Moody''s. Namely, Indian companies such as Bharat Petroleum Corporation Limited, Bharti Airtel Limited, Indian Oil Corporation Limited and NTPC Limited.

LNG SOURCING

The company has signed long-term supply contracts for LNG imports from Qatar and Australia. While the LNG supplies from Qatar commenced in 2004, the LNG from Australia is expected to arrive by the end of 2015. Besides the long- term LNG contracts, PLL also buys LNG on spot and short- term basis from many international players. The company is closely connected with multiple suppliers to be able to secure LNG at an affordable price for the Indian market.

SECOND LNG JETTY AT DAHEJ

This year, the construction work of the second jetty at Dahej was completed. Gujarat Maritime Board (GMB) issued the necessary completion certificate. Post the completion certifications and approvals like declaration of Jetty as an import landing place, PLL obtained the Navigational Safety Port Committee (NSPC) approval and the approval as Custodian of imported goods amongst others. The first LNG Cargo at Second Jetty at Dahej was berthed on April 18, 2014.

The second Jetty at Dahej is very versatile. It is capable of berthing Q-Max LNG vessels (with a capacity of 266,000 cubic meters) during non-monsoon period and Q-flex LNG vessels (with a capacity of 216,000 cubic meters) in all seasons.

Completion of this project has reduced dependency on one Jetty. It has mitigated the risks associated with receipt of high number of ships on a single jetty. The company will also be able to cater to a higher number of cargoes.

FURTHER EXPANSION OF DAHEJ LNG TERMINAL

As mentioned, the Dahej LNG Terminal is being expanded from 10 MMTPA to 15 MMTPA. The expansion project involves construction of two additional storage tanks, additional regasification facilities of 5 MMTPA capacity, four LNG Truck loading bays, utilities and offsites.

The company has obtained all statutory clearances for the expansion project. These include the no objection certificate from Petroleum & Explosives Safety Organization (PESO), and CRZ & Environmental clearance from the Ministry of Environment & Forest (MOEF). PLL has already obtained the possession of requisite land after completion of the stipulations of diversion of forest land.

The EPC contract for the two LNG storage tanks has been awarded to M/s IHI of Japan and the contract for regasification facilities has been awarded to the consortium of M/s Toyo Engineering India Limited (TEIL) & M/s Toyo Engineering Corporation (TEC), Japan. M/s Engineers India Limited has been appointed as the Project Management Consultant for this project. The target is to complete the project by end of 2016.

Following a different business model, PLL has signed contracts where the expanded capacity at Dahej would be offered on a "Use or Pay" basis. This would ensure healthy revenues right from the day of completion of the expanded capacity. For twenty years, the major part of the expanded capacity has already been contracted on "Use or Pay" basis. This expansion would make the Dahej terminal one of the biggest and amongst the most utilized terminals in the world.

SHIPPING ARRANGEMENTS

The volumes under the long-term contract of 7.50 MMTPA of LNG with RasGas were brought to Dahej by three LNG ships, namely ''Disha'', ''Raahi'' and ''Aseem.'' The Shipping Corporation of India (SCI) is an equity partner in the ship-owning companies and all three ships are manned, managed, maintained and operated by SCI. The ships operate on a long-term time charter basis.

During FY14, the overall shipping operations at Dahej LNG terminal have run smoothly. The jetty utilization has been optimum without any downtime.

PLL has executed an agreement for a long-term time charter of a fourth LNG ship to import LNG from Australia. Construction of ship is in progress as per schedule. A consortium of companies, namely, MOL, NYK, K-Line and Shipping Corporation of India (SCI), will own this ship. PLL has right to subscribe upto 26% equity in this LNG ship.

As is the case with the first three ships, the fourth ship will also be manned, managed, maintained and operated by SCI.

LNG TERMINAL AT KOCHI

Kochi LNG terminal was commissioned on August 20, 2013 with the berthing of the first LNG carrier at the terminal. Commissioning activities were completed and the terminal became commercially operational on September 10, 2013. Since only Phase-1 of the pipeline network is complete, the off-take from the terminal is low. As on date, the length of the pipeline is 44 kilometers only, which is being used for evacuation of R-LNG for servicing a limited number of consumers. Completion of Phase- 2 is the key to enhanced capacity utilization of the terminal as the pipeline then connects several consumers enroute Bangalore and Mangalore.

The Honorable Prime Minister of India dedicated the terminal to the Nation at a ceremony at the terminal on January 4, 2014.

To date, three LNG cargoes have been imported in Kochi. PLL supplied volumes under these cargoes to two major consumers – FACT and BPCL refinery. This was executed through the gas marketing companies, BPCL, GAIL and IOC. Currently, a volume of only around 0.35 MMSCMD is supplied to the refinery.

The Government of India had given permission to GAIL to lay the pipelines to connect Kochi LNG terminal to Mangalore and Bangalore markets. Certain constraints are being faced by GAIL in laying these pipelines. The pipeline to Bangalore passes through the State of Tamil Nadu and has become a subject matter of litigation due to a decision of the State Government that the pipeline be aligned with National highways. The Mangalore section of the pipeline is awaiting ROU (Right of Use) acquisition from State Government in certain districts of Kerala. Your Company is hopeful for the resolution of these issues in the near future.

EAST COAST TERMINAL AT GANGAVARAM

The company has proposed setting up a third regasification terminal at Gangavaram in Andhra Pradesh. A binding term sheet to this effect was signed with Gangavaram Port Ltd.

Various pre-project activities of the proposed terminal, including the Detailed Feasibility Report (DFR) and Front End Engineering and Design (FEED), have been completed. The Environment & CRZ Clearance for the project has been obtained from MOEF, New Delhi. Approval from PESO has also been obtained. The process for pre-qualification of prospective EPC bidders is in progress. The project awaits the clearance from the State Government, for consumer tie-up, pipeline connectivity and sourcing of LNG.

DIRECT MARKETING OF LNG

PLL continues its efforts for development of the concept to supply LNG by road with the use of receiving stations/ hubs. This concept is prevalent in several countries and is gaining traction. The concept is ideally suited for consumers who are not connected to the gas pipelines and have a small requirement.

Steps are underway to market LNG directly to consumers across India through overland transportation. The company has concluded LNG sales agreements with a few consumers in this regard. To meet the natural gas demand of isolated small and mid- scale centers, PLL is exploring the potential of small-scale LNG terminals at certain coastal locations. These areas can be fed from the main LNG terminals at Kochi and Gangavaram by reloading the LNG into small LNG vessels/ barges. PLL is engaged in various pre- project activities for supply of LNG through small barges and creating LNG hub in the Island of Andaman & Nicobar. The company has signed an MOU with Andaman & Nicobar administration in this regard.

In light of increasing concerns over release of green house gases, conversion of shipping industry from conventional fuel to LNG is a matter of time. PLL has kept provisions for reloading of small ships from Kochi Terminal for future requirement of coastal trade of LNG and bunkering.

PLL has created a direct marketing brand. All retail marketing shall be under the brand name ''aroli''

WIND POWER PROJECT IN GUJARAT

The Company is making efforts to reduce and optimize the power consumption which is the major operating cost in regasification terminals. At the same time, PLL is promoting renewable energy for the reduction carbon footprint. It envisages environment friendly energy generation, and is in process of implementing a 40 MW Wind Power Project for captive use in Gujarat for the Dahej LNG terminal.

The pre-project activities have already begun. The project shall be implemented by 2015. The project will reduce the expenses on power consumption and is likely to be a profitable investment with a shorter payback.

FUTURE PLANS

The company is looking at innovative ways to integrate along the LNG value chain. Currently, LNG production countries spend a significant amount of energy at the Natural Gas liquefaction plants to convert natural gas into LNG. There is a potential for recovery of such energy at LNG regasification terminals. PLL has initiated steps in this regard. The company is in a pre-project activities phase to set up an Air Separation Unit (ASU). This will produce liquid gases such as Liquid Nitrogen, Liquid Oxygen and Liquid Argon. An ASU integrated with an LNG regasification terminal consumes 50% less energy vis-à-vis a stand- alone ASU.

Another possibility of utilizing the above cold energy is by setting up cryogenic warehouse for refrigerated storage of various products. PLL has initiated pre-project activities in this regard as well.

UPGRADATION OF IT SYSTEM LANDSCAPE THROUGH PROJECT "SANKALP"

To take PLL to greater heights, the project "SANKALP" was undertaken to upgrade the existing ERP landscape. The company has successfully completed the software and hardware upgrade to combine all business processes around the LNG value chain on a single IT platform. Besides the upgradation of the existing modules, many new modules have been implemented.

A high level of interaction, coordination and synchronization across all business functions that cover core processes of contract management, planning and optimization, terminal operations along with the enterprise processes of finance, procurement, and human resources has been established. This will help PLL make greater use of analytics, robust and accurate business information, better and quick decision making, improved financial reporting, through easy- to- use interfaces with end-to-end IT enablement.

This enterprise software will not only enhance existing functionalities, but will bring the industry best practices of new functionalities in the company''s systems.

INDUSTRIAL RELATIONS

PLL continued to enjoy cordial and smooth relations amongst all employees at Dahej and Kochi terminals.

DEPOSITS

During the year, PLL did not accept any deposits from the public under Section 58A of the Companies Act, 1956.

EMPLOYEE PARTICULARS

Pursuant to provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules 1975, the names and other particulars of employees are set out in the annexure to the Directors'' Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance together with Auditors'' Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report contains a separate section on Management Discussion and Analysis, which is a part of the Directors'' Report.

HEALTH, SAFETY AND ENVIRONMENT (HSE)

Health Safety and Environment (HSE) continues to remain top priority for the company. PLL operates its LNG terminals with the highest level of safety standards. During the financial year the company performed exceedingly well without occurrence of any loss time incident. Continued efforts are made to further strengthen the HSE system by upgrading standard operating procedures, External Audits, close monitoring & upgrading of fire, gas & spill detection & suppression systems and adherence to regulatory compliances. Training on safe operations and fire fighting remains on focus. Exclusive LNG Fire fighting training is also provided to fire fighting team and key operation persons at GDF, France.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

All possible measures have been undertaken successfully by PLL to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, the engineers at PLL continue to interact with industry peers, technology providers and EPC Contractors. They have also been nominated to important national and international seminars. Teams have worked closely with Project Consultants and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) That the company had followed the applicable accounting standards along with proper explanations relating to material departures in the preparation of the annual accounts;

b) That the company had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of the company for that period;

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

d) That the accounts of the company have been prepared on a going-concern basis.

CHANGE IN THE BOARD OF DIRECTORS

During the year under review, following are the changes among the Directors:

Directors Resigned

Date of Name Resignation

Shri R. K. Singh, Nominee of BPCL October 1, 2013

Shri Vivek Rae, Chairman March 1, 2014

Shri Sudhir Vasudeva, Nominee of March 1, 2014 ONGC

Shri Dominique Pelloux-Prayer, March 15, 2014

Nominee of GDFI

The Board placed on record, appreciation for the contributions made by Shri Vivek Rae, Shri R. K. Singh, Shri Sudhir Vasudeva and Shri Dominique Pelloux-Prayer.

Directors Appointed

Name Date of Appointment

Shri S. Varadarajan, Nominee of October 11, BPCL 2013

Shri D. K. Sarraf, Nominee of ONGC March 10, 2014

Shri Saurabh Chandra, Chairman March 25, 2014

Shri Philip OLIVIER, Nominee of GDFI April 22, 2014

FOREIGN EXCHANGE EARNING AND OUTGO

PLL has incurred expenditure in foreign exchange to the extent of X 33855.64 Crore during the year under review. Foreign exchange earnings during the year were X 1.51 Crore.

COST AUDITOR

The Board of Directors has re-appointed M/s Sanjay Gupta & Associates as the Cost Auditor of the Company for the Financial Year 2014-15.

The Cost Audit Report for FY13 has been filed under XBRL mode on October 24, 2013.

AUDITORS

M/s T. R. Chadha & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting (AGM) of the company and being eligible, offer themselves for re-appointment. The re-appointment, if made, for the financial year 2014-15, will have to be approved by Ordinary Resolution as required under Section 139 of Companies Act, 2013.

ACKNOWLEDGEMENTS

The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat, Kerala and Andhra Pradesh, Promoters of the Company, GDF Suez, RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors, Lenders and the Employees of the Company for their whole-hearted co-operation and unstinted support.

The Directors want to express their heart- felt gratitude and thank all the shareholders and debenture holders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth.

For & on behalf of the Board of Directors

Place: New Delhi (Saurabh Chandra)

Date: 24th July, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The behalf of the Board of Directors, it is my privilege and honour to present the Fifteenth Annual Report and the Audited Accounts of your Company for the year ended 31st March, 2013.

Being the first and leading LNG importing Company in India, your Company has created a niche for itself in the gas business. The Company''s main thrust is on catalyzing the growth of the Indian gas sector. It has firmly established itself as an international player having relationships with major LNG exporters in the world. The Dahej Terminal has received LNG cargoes from all across the world and serves as an important energy provider to the Nation by supplementing the dwindling domestic gas production.

Physical Performance

During the year under review, the operations of Dahej Terminal surpassed its name plate capacity of 10 MMTPA. During the financial year 2012-13, Dahej Terminal handled 164 LNG cargoes and supplied 525 TBTUs of re- gasified LNG. 2,400 LNG road tankers were loaded and dispatched during the year under review.

Financial Performance

While making sincere efforts to further leverage the potential of imported LNG in the Indian market and striving to be a key energy provider, your Company continues to set new benchmarks for growth in its financial performance. During the period 2012-13, your Company achieved its highest ever turnover of Rs. 31,467 Crores as against Rs. 22,696 Crores in 2011-12. Net profit during the year was also the highest ever at Rs. 1,149 Crores as against Rs. 1,058 Crores in the previous year. Your Company continues to achieve high-capacity utilization at the Dahej Terminal. A summary of the comparative financial performance in the fiscal 2012-13 and 2011-12 is presented below:

(Rs. in Crores)

Particulars 2012-13 2011-12

Revenue from operations 31,467 22,696

Other Income 182 85

Total Revenue 31,649 22,781

Cost of material consumed 29,305 20,587

Gross Margin 2,344 2,194

Salary & other operating expenses 319 280

Finance charges 118 177

Depreciation 187 184

Profit before Tax 1,720 1,553

Tax expenses, including deferred tax 571 495

Profit after Tax 1,149 1,058

Earnings (Rs.) per Share 15.33 14.10

Dividend

Keeping in view the good performance and sound financial position of the Company, the Directors are pleased to recommend a dividend of 25% on the paid- up share capital of the Company for the year ending 31st March, 2013.

Financing of Projects

The strength of its balance sheet has allowed your Company to successfully raise debt in the past years - both in foreign currency as well as Indian Rupees - from a number of banks and financial institutions. A consortium led by State Bank of India has provided Rupee Term loans and non-fund-based facilities. For its various projects, foreign currency debt has been raised from International Finance Corporation, Asian Development Bank and Proparco (France). The average cost of borrowing compares well with some of the best companies in the country. The lenders are eager to support the Company in its future expansion projects.

Credit rating agencies have assessed the long-term credit rating of the Company as AA with a positive outlook which depicts the Company''s strong fundamentals and inherent business strength.

LNG Sourcing

Your Company has executed long-term LNG supply contracts with Qatar and Australia. With the aim to quench India''s growing gas demand and to alleviate the gas shortage in the country, the Company is negotiating with a number of other international suppliers for bringing more volumes of LNG into the country. This will help to broad-base the LNG supply sources.

Second LNG Jetty at Dahej

The construction of second jetty at Dahej is progressing well. The overall progress is nearly 70%. The Marine facilities are being built by M/s Afcons Infrastructure Ltd. The approach trestle (2.4 km) and unloading plateform are almost complete. This will provide working fronts for erection of equipment and construction of piping. The Breasting/Mooring Dolphins shall be constructed after the monsoon season. The Topside facilities work is under construction and is being built by M/s Toyo Engineering India Ltd. All major equipment has been ordered and supply of the same is in progress as per requirement. Piping works is in progress in the first 1,500 meters of the approach trestle. M/s Engineers India Limited (EIL) is the Project Management Consultant (PMC) for the project. The jetty is likely to be commissioned by the first quarter of 2014.

With the completion of the above project, your Company will be in a position to mitigate the risks associated with receipt of very high number of ships at the existing jetty. The Company will also be able to cater to higher number of cargoes as well as larger size (Q-flex & Q-max) of LNG ships. This will enhance the flexibility of cargo receipt.

Expansion of Dahej Terminal

The activities related to expansion of Dahej LNG Terminal from 10 MMTPA to 15 MMTPA are progressing well. The Company, through global press notification, has completed pre-qualification of prospective bidders for selection of contractors for the lump sum EPC contracts. The bid document has been issued to pre-qualified bidders and the contracts are likely to be finalized by the third quarter of this year. The expansion project involves construction of two additional storage tanks, additional Re-gas facilities of 5 MMTPA capacity and four LNG Truck loading bays, at an estimated project cost of USD 590 million.

For Dahej expansion, the activities regarding acquisition of land on south side of the existing plant are at an advanced stage. Stage-1 clearance for diversion of 22.62 hectares of forest land has been received. The stipulated conditions for Stage-1 clearance are being complied with. The activities relating to acquisition of data for preparation of Environmental Impact Assessment (EIA) report are complete. The draft EIA report has been submitted to the Gujarat Pollution Control Board for further clearances. The project is expected to be completed in 2016.

Shipping Arrangements

Your Company has efficiently managed the transportation of 7.50 MMTPA of LNG from RasGas, Qatar, to Dahej. Three LNG ships, namely ''Disha'', ''Raahi'' and ''Aseem'', are operating on a long-term charter basis. The Shipping Corporation of India (SCI) is equity partner in the ship- owning companies. Disha and Raahi have been manned, managed, maintained and operated by SCI since December, 2008, and the management of Aseem has also been transferred to SCI in March, 2013.

On 25th February, 2013, your Company received the 1000th LNG cargo at the Dahej Terminal. This was indeed an unprecedented feat. These 1,000 ships were received during a period of 9 years and 26 days, which indicates that the overall shipping operations have been smooth. The jetty utilization has been optimum and without any downtime.

Your Company is in the process of finalizing the ship charter on long-term basis for the fourth LNG ship for transporting LNG from Australia. Tenders have been invited and are likely to be finalized by the third quarter of 2013-14.

LNG Terminal at Kochi

The Kochi LNG Terminal is nearing completion. The construction of tanks by EPC contractor, M/s IHI, is complete and the tanks are Nitrogen purged. Similarly, the re-gas facilities have been completed by the EPC contractor, M/s CTCI. Utilities are already commissioned and process facilities are Nitrogen purged. The marine facilities (LNG Jetty) have also been

Your Company is synchronizing the preparedness of facilities at the consumer end. The plant is presently connected to two major consumers, namely FACT and Kochi Refinery through Phase I pipeline. After the completion of Phase II twin pipe lines of GAIL from Kochi to Mangalore and Kochi to Bengaluru, other consumers will be connected. The Kochi Terminal is likely to be commissioned by July/August 2013, initially with FACT & Kochi Refinery consumers.

East Coast Terminal at Gangavaram

Your Company assessed the market demand of natural gas of various regions and prepared a Detailed Feasibility Report (DFR) for building an LNG Terminal at Gangavaram Port in the State of Andhra Pradesh. In view of the increasing gap between demand and supply of domestic gas, particularly in eastern, central and southern parts of the country, your Company has decided to build a -LNG Terminal of 5 MMTPA capacity at Gangavaram. Your Company has signed a binding term sheet with Gangavaram Port Ltd. for setting up a LNG Terminal.

The option of early commencement of supplies through a Floating Storage and Re-gassification Unit (FSRU) is being analyzed.

The Detailed Feasibility Report (DFR) of the proposed Gangavaram Plant has been completed by M/s Tractabel. Front End Engineering and Design (FEED) have been completed by M/s Engineers India Limited (EIL). The Public hearing for environmental clearance was conducted in January, 2013. The Final EIA report has been submitted to MOEF, New Delhi, for grant of environmental clearance. The process for qualification of prospective EPC bidders for construction shall commence shortly. The target date for completion of the terminal is end-2016.

Direct Marketing of LNG

The concept of supply of LNG through road transportation using receiving stations/hubs is prevalent in several countries. However, it is new in India. The concept is ideally suited for consumers who are not connected with gas pipelines and have small requirement. The hubs can be used to supply PNG for domestic consumption, CNG for vehicles and RLNG for industrial use. Steps are underway to market LNG directly to consumers across the country through overland transportation.

Future Plans

With the objective to achieve the strategic goal of developing storage and re-gassification capacity of 30 MMTPA by 2020, your Company is keeping provision for further enhancement of Dahej Terminal from 15 to 20 MMTPA. In addition, your Company is discussing with the concerned authorities of Andaman & Nicobar Islands regarding feasibility of supply of LNG through small barges and creating LNG hubs in the Island. In view of increasing concerns about release of greenhouse gases, the time is not far off for the conversion of shipping industry from conventional fuel to LNG. Your Company has kept provision for reloading of small ships from Kochi Terminal for future requirement of coastal trade of LNG and bunkering.

Deposits

During the year, your Company did not accept any deposits from the public under Section 58A of the Companies Act, 1956.

Employee Particulars

Pursuant to provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules 1975, the names and other particulars of employees are set out in the annexure to the Directors'' Report.

Corporate Governance

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance together with Auditors'' Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

Bussiness Responsibility Report

SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012,mandated the top 100 listed entities, based on market capitalsation at BSE and NSE, to include Business Responisibiity Report as part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective.

Accordingly, the Business Responsibility Report is attached and forms part of the Annual Report.

Management Discussion and Analysis

The Annual Report contains a separate section on Management Discussion and Analysis which is a part of the Directors'' Report.

Conservation of Energy & Technology Absorption

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, your Company''s engineers have been interacting with industry peers, technology providers and EPC Contractors. They have also been nominated to important national and international seminars. A team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.

Directors'' Responsibility Statement

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

That your Company had followed the applicable accounting standards along with proper explanations relating to material departures in the preparation of the annual accounts;

a) That your Company had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss account of the Company for that period;

b) That your Company had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

c) That the accounts of your Company have been prepared on a going-concern basis.

Industrial Relations

Your Company continued to enjoy cordial and smooth relations amongst all its employees. No mandays were lost due to strikes, lock out, etc.

Change in the Board of Directors

During the year under review, following are the changes among the Directors.

Directors Superannuated Name Date of Superannuation

Shri C. S. Mani, 19th October, 2012 Director (Technical)

Shri G. C. Chaturvedi, 31st January, 2013 Chairman

The Board placed on record its appreciation for the contributions made by Shri C. S. Mani and Shri G. C. Chaturvedi.

Directors Appointed

Name Date of Appointment

Shri R. Ram Mohan, 19th October, 2012 Lender''s Nominee

Shri Rajender Singh, 14th November, 2012 Director (Technical)

Shri Vivek Rae, 21st February, 2013 Chairman

Foreign Exchange Earning and Outgo

Your Company has incurred expenditure in foreign exchange to the extent of Rs. 27,924 Crores during the year under review. Foreign exchange earnings during the year were Rs. 1.26 Crores.

Cost Auditor

The Board of Directors has re-appointed M/s Sanjay Gupta & Associates as the Cost Auditor of the Company for the Financial Year 2012-13.

Auditors

M/s T. R. Chadha & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting (AGM) of your Company and being eligible, offer themselves for re-appointment. The re-appointment, if made, for the financial year 2013-14, will have to be approved by Special Resolution as required under Section 224A of Companies Act, 1956.

Acknowledgements

The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, GDF Suez, RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors, Lenders and the Employees of the Company for their whole-hearted co-operation and unstinted support. The Directors want to express their deep-felt thanks and best wishes to all the shareholders for the continued support and trust they have reposed in the Management. The Directors look forward to a bright future and further growth with confidence.

For & on behalf of the Board of Directors

Place : New Delhi (Vivek Rae)

Date : 29th May, 2013 Chairman


Mar 31, 2011

The Directors have the pleasure of presenting the Thirteenth Annual Report and the Audited Accounts of your Company for the year ended 31st March, 2011.

Your Company has been instrumental in shaping the growth of the natural gas sector in the country by mitigating the deficit and shortfall in domestic gas availability. In the supply- constrained natural gas market in India, your Company owns and operates the countrys first and largest LNG terminal at Dahej, Gujarat. The Companys main thrust is on catalyzing the growth of Indian gas sector through enhancing the gas supply to satisfy the needs of existing consumers as well as to develop new consumers. While making sincere efforts to further leverage the potential of imported LNG in the Indian market and striving to be the nations key energy provider, your Company continues to maintain a steady growth in its financial and operating performance during the year 2010-11.

FINANCIAL PERFORMANCE

In 2010-11, your Company has achieved substantial growth, both in turnover and profit. The turnover during the year under review was Rs. 13197.28 Crores against Rs. 10,649.09 Crores in 2009-10. Gross margin stood at Rs. 1464.04 Crores against Rs. 1,082.16 Crores in the previous year. Net profit during the year was Rs. 619.62 Crores against Rs. 404.50 Crores in the previous year. The emphasis on higher capacity utilization, higher sales and better operational efficiencies led to increased profitability. A summary of the comparative financial performance in the fiscal 2010-11 and 2009-10 is given below:

(Rs. in crores)

Particulars 2010-11 2009-10

Turnover 13197.28 10,649.09

Other Income 67.96 97.83

Total Revenue 13265.24 10,746.92

Cost of Import 11801.20 9,664.76 of LNG

Gross Margin 1464.04 1,082.16

Salary and Other 179.81 137.87 Operating Expenses

Finance Charges 193.13 183.93

Depreciation 184.68 160.86

Profit before Taxation 906.42 599.50

Provision for Tax / 286.80 195.00

Deferred Tax

Profit after Taxation 619.62 404.50

Earnings per Share 8.26 5.39 (Rs. / Share)

DIVIDEND

Keeping in view the consistent performance and financial position of the Company, the Directors are pleased to recommend a dividend of 20% on the paid-up share capital of the Company for the year ending 31st March 2011.

LNG SOURCING

With an aim to quench Indias growing gas demand, stemming primarily from high-priority sectors such as power and fertilizer, and armed with expanded facilities at the Dahej LNG Terminal, your Company has been engaged in sourcing additional volumes of LNG on long-term, medium-term and spot basis for its downstream customers. Your Company continued to maintain excellent relations with most of the global LNG suppliers for import of LNG supplies. Your Company intends to diversify sources of LNG to ensure security of supplies. For the unutilized capacity at Dahej LNG Terminal as well as for the expected capacity at the Greenfield Kochi Terminal, your Company is in constant touch with various LNG suppliers to source LNG volumes beyond the present 7.5 MMTPA imported from Qatar. To meet the growing additional requirement of natural gas in country, your Company has also executed short-term deals with various global LNG suppliers for approximately 1.5 MMTPA. Constant efforts are being made to supply RLNG to feed the demand created due to shortage in domestic supplies and demand generated from new projects.

OPERATIONS AT DAHEJ

During the financial year 2010-11, your Company has imported 125 cargoes (including 9 spot cargoes) representing 7.98 MMTPA and 412.21 Trillion British Thermal Units of regasified LNG was sold. Your Company has also provided regasification services to 7 LNG Cargoes to Gujarat State Petroleum Corporation and 4

LNG cargoes to GAIL (India) Limited representing 28.14 Trillion British Thermal Units during the financial year 2010-11.

Additional LNG Jetty at Dahej

The capacity utilization of Dahej Terminal is increasing and the operational practices are at par with the highest international standards. The Company has commenced construction of second LNG Berth (Jetty) in Dahej to mitigate associated risks of port operations of existing jetty and also to enhance the capacity of terminal from its existing capacity of 10 MMTPA. The two EPC contracts for the construction of jetty were awarded in January, 2011, and the jetty is scheduled for commissioning by end of September, 2013. Presently, the EPC contractors are carrying out basic engineering activities for construction of marine and top side works for the same.

Shipping Arrangement

Presently, three LNG tankers (Disha, Raahi and Aseem) are regularly bringing LNG cargoes from RasGas, Qatar, to Dahej as per schedule. These three ships are transporting the contracted quantity of 7.5 MMTPA of LNG.

The Shipping Corporation of India (SCI) is a major equity partner in the ship-owning companies. Disha and Raahi have been manned, managed/maintained and operated by SCI since December 2008. SCI is manning Aseem since delivery. K-Line is providing technical management from delivery to first dry dock and is training SCI for management of Aseem.

Pilot Project for Supply of LNG in Cryogenic Vehicles

Your Company has successfully completed the pilot project which was started in year 2007, for loading of LNG in cryogenic road tankers. During the year, 689 tankers were loaded and supplied to customers in the states of Gujarat and Maharashtra.

Direct Marketing of LNG

For consumers not connected with gas pipe, your Company has initiated steps to market the LNG directly to consumers across the country through overland transportation using LNG trucks/ hubs. This direct marketing model is prevalent in several parts of the world and is an effective way of reaching out to far-flung consumers in urgent need of fuel supply. The concept makes use of the already existing road network as against setting up of complex pipeline network.

LNG TERMINAL AT KOCHI

The construction of the Greenfield LNG Receiving, Storage and Re-gasification Terminal at Kochi is in progress. The capacity initially envisaged was 2.5 MMTPA. In January, 2011, the Company awarded contract for additional re-gasification facilities to handle and re-gasify an additional 2.5 MMTPA LNG to the present Regas contractor, taking the total capacity of Kochi LNG Terminal to 5 MMPTA. Civil works of the storage tanks being built by IHI Corporation, Japan, are nearing completion. Mechanical works are in progress with hydrostatic test being planned in June, 2011. The Marine facilities, being built by AFCONS Infrastructure Ltd., India, are also in an advanced stage of completion. Work is under progress in the Re-gasification facilities awarded to CTCI, Taiwan. Civil works on buildings and structures as well as piping and equipment erection are in progress. At present, nearly 3000 workers are working at the site. The terminal of 5 MMTPA capacity is slated to be commissioned in the third quarter of 2012.

FINANCING

During the year, the Company has re-financed its entire long- term rupee loan of Rs. 3,000 Crores from a consortium of Indian lenders. In the process, the Company could achieve substantial savings in its interest costs.

Further, the Company has successfully made drawdown of

USD 200 Million from International Finance Corporation (IFC), USA. The company, in order to limit the risks of fluctuation in interest rates and currency, has entered into Cross-Currency Swap Transactions consisting of exchange of both interest and principal for a component of the IFC loan.

As on 31st March, 2011, a loan of Rs. 3,034 Crores is outstanding in the Books of Account which consist of Rs. 1522 Crores from Indian lenders, Rs. 590.62 Crores from Asian Development Bank and Rs. 922 Crores from International Finance Corporation.

MISSION & VISION OF THE COMPANY

As the business environment is rapidly changing, during this year, your Board of Directors along with valuable contributions and suggestions by the officers and employees, revisited the and approved the following Vision & Mission Statements of the Company which is now a shared vision:

Vision Statement

"To be a key energy provider to the nation by leveraging companys unique position in the LNG value chain alongwith an international presence."

Mission Statements

• Create and manage world-class LNG infrastructure

• Pursue synergetic business growth opportunities

• Continue excellence in LNG business

• Maximize value creation for the stakeholders

• Maintain highest standards of business ethics and values

FUTURE PLANS

Considering the substantial demand of natural gas in the country, your Company is planning to construct one more LNG terminal on the east coast. The Company has already assessed the market demand in the region and is now looking for a suitable location and would initiate Detailed Feasibility Report for building a LNG Terminal on the east coast.

SOLID CARGO PORT AT DAHEJ

A Solid Cargo Port, through a Joint Venture Company, namely, Adani Petronet (Dahej) Port Private Ltd., is being implemented in which your Company holds 26% of the equity. The port is now mechanically complete and the initial operations have already commenced. The Solid Cargo Port would have facilities to import/ export about 15 MMTPA capacity of bulk products like coal, steel and fertilizer.

GAS-BASED POWER PROJECT

The Company is planning to set-up a power plant of 1200 MW capacity at Dahej contiguous to its existing LNG Terminal. The Government of Gujarat has already earmarked 50 hectares of land for the same. The Detailed Feasibility Report and integration study with existing LNG terminal have been completed. Also, your Company is in the process of completion of various pre- project activities such as sea water utilization study, fresh water option study etc. The Ministry of Environment and Forests (MoEF) has issued Terms of Reference (TOR) for preparing various reports including EIA for its approval for power plants. The commercial arrangements for sale of power are being finalized.

DEPOSITS

During the year, your Company did not accept any deposits from the public under Section 58A of the Companies Act, 1956.

EMPLOYEE PARTICULARS

Pursuant to provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules 1975, the names and other particulars of employees are set out in the annexure to the Directors Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance together with Auditors Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report also contains a separate section on the Management Discussion and Analysis which is a part of the Directors’ Report.

INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations amongst all its employees. No man days were lost due to strike, lock out etc.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

All possible steps have been taken by your Company to achieve the objective of energy conservation and technology absorption. Your Company’s engineers have been involved with the Consultants and the Contractors in all phases of design of Dahej & Kochi projects in order to ensure optimum conservation of energy and absorption of technology.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) That your Company had followed the applicable accounting standards along with proper explanations relating to material departures in the preparation of the annual accounts;

b) That your Company had selected such accounting policies and applied those consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss account of the Company for that period;

c) That your Company had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) That the accounts of your Company have been prepared on a going-concern basis.

CHANGE IN THE BOARD OF DIRECTORS

During the year under review, following are the changes among the Directors.

Directors Resigned

Name Date of Resignation

Shri P. Dasgupta, MD & CEO 30th June, 2010

Shri J. L. Zutshi, Director 2nd July, 2010

Dr. A. K. Balyan, 15th July, 2010

Nominee Director of ONGC

Shri S. Chakraborty, 2nd August, 2010

Nominee Director of ADB

Shri Ashok Sinha, 19th August, 2010

Nominee Director of BPCL

Shri D. J. Pandian, 9th November, 2010

Nominee Director of GMB

Shri S. Radhakrishnan, 6th January, 2011

Nominee Director of BPCL

Shri A. Sengupta, 26th April, 2011

Director (Finance & Commercial)

Shri S. V. Narasimhan, 30th April, 2011

Nominee Director of IOCL

Shri S. Sundareshan, 5th May, 2011

Chairman, PLL

The Board placed on record its appreciation for the contributions made by all the above Directors including the support and guidance provided by Shri S. Sundareshan as Chairman of the Company.

Directors Appointed

Name Date of Appointment

Dr. A. K. Balyan, MD & CEO 16th July, 2010

Shri D. K. Sarraf, 9th August, 2010

Nominee Director of ONGC

Shri S. Radhakrishnan, 31st August, 2010

Nominee Director of BPCL

Shri Tapan Ray, 21st November, 2010

Nominee Director of GMB

Shri R. K. Singh, 18th January, 2011

Nominee Director of BPCL

Shri Apurva Chandra, 22nd March, 2011

Independent Director

Shri G. C. Chaturvedi, 23rd May, 2011

Chairman, PLL

Shri A. M. K. Sinha, 27th May, 2011

Nominee Director of IOCL

FOREIGN EXCHANGE EARNING AND OUTGO

Your Company has incurred expenditure in foreign exchange to the extent of Rs. 11473.33 Crores during the year under review. Foreign exchange earnings during the year were Rs. 0.63 Crores.

AUDITORS

M/s. V. Sankar Aiyar & Company will retire at the ensuing Annual General Meeting of your Company and, being eligible, offer themselves for re-appointment. The re-appointment, if made, for the financial year 2011--12, will have to be by a Special Resolution as required under Section 224A of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board of Directors thank and wish to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, Government of Gujarat and Kerala, Promoters of the Company, RasGas, Exxon Mobil and other LNG suppliers, Offtakers & Consumers of re-gasified LNG and the employees of the Company at all levels, for their continued co- operation and unstinted support. The Directors want to express their sincere thanks to all the shareholders for the continued support and trust they have shown in the Management. The Directors look forward to a bright future with confidence.

On behalf of the Board of Directors

Place: New Delhi (G C. Chaturvedi)

Date : 1st June, 2011 Chairman


Mar 31, 2010

The Directors have the pleasure of presenting the Twelfth Annual Report and the Audited Accounts of your Company for the year ended 31st March, 2010.

Your Company has emerged as a significant player in the Nation’s pursuit for energy, within a very short time since its incorporation, and has been instrumental in shaping the growth of the natural gas sector in the Country by mitigating the deficit and short fall in gas availability. In the supply constrained Natural Gas market in India, your Company is the operator and owner of the country’s first and largest LNG terminal at Dahej, and has operated the terminal at the highest international standards for the industry. Inspite of Global slowdown, your Company has maintained a steady growth in its performance parameters.

FINANCIAL PERFORMANCE

In 2009-10, your Company made substantial gains in revenues. Turnover during the year under review was Rs. 10649.09 Crore against Rs. 8428.70 Crore in 2008-09. Gross margin, however, stood at Rs 1082.16 Crore against Rs 1129.58 Crore in the previous year. The net profit during the year was lower mainly on account of higher depreciation and interest due to capitalization of Dahej expansion. A summary of the comparative financial performance in fiscal 2009-10 and 2008-09 is given below:

Particulars 2009-10 2008-09

(Rs. in crores)

Turnover 10649.09 8428.70

Other Income 97.83 76.50

Total Revenue 10746.92 8505.20

Cost of Import of LNG 9664.76 7375.62

Gross Margin 1082.16 1129.58

Salary and Other Operating

Expenses 137.87 151.80

Finance Charges 183.93 101.22

Depreciation 160.86 102.52

Profit before Taxation 599.50 774.04

Provision for Tax / Deferred Tax 195.00 255.60

Profit after Taxation 404.50 518.44

Earning per Share (Rs. / Share) 5.39 6.91

DIVIDEND

Keeping in view the consistent performance and financial position of the Company, the Directors are pleased to recommend a dividend of 17.50% on the paid-up share capital of the Company for the year ending 31st March, 2010.

OPERATIONS AT DAHEJ

During the financial year 2009-10, your Company has imported 124 LNG cargoes (including 31 spot cargoes) representing 7.46 MMTPA and 384.41 Trillion British Thermal Units of regasified LNG was sold. Your Company has also provided regasification services to 4 LNG Cargoes to Gujarat State Petroleum Corporation and 1 LNG Cargo to GAIL (India) Limited representing 15.2 Trillion British Thermal Units during the financial year 2009-10.

Expansion of Dahej Terminal

The expansion of the Dahej Terminal from 5 MMTPA to 10 MMTPA was completed this year with an incremental cost of Rs. 1569.99 crores. The expanded capacity was taken over for operations with effect from 15th July, 2009. The expanded capacity has additional flexibilities for enhanced capacity operations by way of additional vaporization unit utilizing waste heat. The entire work was completed without interfering with the productive capacity of the adjacent operating terminal with minimum shut down for tie-in of the new facilities. The Dahej expansion project has an excellent safety record of only one lost time incident with over 16.30 million man-hours worked.

Additional LNG Jetty at Dahej

The Company is in process of construction of a 2nd LNG berth (Jetty) in Dahej to mitigate associated risks of port operations, vis- à-vis the implications of disruption in unloading of LNG, in the event the only jetty is immobilised. The additional LNG jetty would also enhance the capacity of the terminal to 12.5 MMTPA, jetty capacity being the current constraint. Bids for selection of EPC Contractor is in progress, and is likely to be awarded by the second quarter of the 2010-11.

Pilot Project for Supply of LNG in Cryogenic Vehicles

Your Company has successfully developed the pilot project for loading of LNG in cryogenic road tankers. During the year 542 tankers were loaded and supplied to customers in the State of Gujarat and Maharashtra. Many other customers have also evinced interest in getting LNG transported by cryogenic road tankers to fuel the captive generators.

SOLID CARGO PORT AT DAHEJ

A Solid Cargo Port, through a Joint Venture Company namely Adani Petronet (Dahej) Port Private Ltd. is being implemented, in which your Company holds 26% of the equity. The first phase of the project is scheduled for completion by July 2010. Piling work of the jetty has already been completed and the marine facilities for berthing of vessels are under completion. The onshore facilities such as conveyor systems and other equipment are nearing completion. The Solid Cargo Port would have facilities to import/ export bulk products like Coal, Steel and Fertilizer.

SHIPPING ARRANGEMENT

The Third ship namely ‘Aseem’ having a capacity of 155,000 cbm was delivered on 16th November, 2009 at Samsung Shipyard, South Korea to transport additional 2.5 MMTPA of LNG from RasGas, Qatar. Now, your Company has three LNG tankers ‘Disha’, ‘Raahi’ and ‘Aseem’ on long-term charter hire basis to transport 7.5 MMTPA LNG from RasGas, Qatar to Dahej.

MARKET SCENARIO

With increased availability of domestic natural gas to 144 MMSCMD during the year under review from 82 MMSCMD, downstream infrastructure capacity has become the constraining factor, i.e. pipe-line capacity and conversion from other fuels to gas. However, with the commissioning of new pipelines in early 2011, the Dahej terminal would also get connected with some of the high potential markets. By 2012-13 many new pipleines, which are going to be part of the national pipeline grid, would be commissioned, and would further increase the demand of gas in the Country.

In the Southern region, new gas pipelines to be operational from 2012 along with PLL’s Kochi LNG Terminal, will open the high- demand markets in Karnataka, Tamil Nadu and Kerala. This will also facilitate revival of NTPC’s stranded Power plant near Kochi. The Company is also in an advanced stage of discussion for supply of RLNG to the new 1500 MW power plant in Delhi, which is likely to become operational in the 3rd Quarter of 2010.

LNG SOURCING

To cater to the Country’s growing demand particularly from power and fertilizer sectors and full utilization of name plate capacity of Dahej LNG Terminal, your Company is engaged in sourcing additional volumes of LNG on long / medium term basis.

Your Company continued to maintain excellent relations with most of the Global LNG Suppliers for import of long-term as well as spot / short term LNG supplies. Your Company intends to broad base its sources of LNG and is in constant touch with various LNG suppliers, beyond the present 7.5 MMTPA from Qatar, for the expanded capacity of Dahej LNG Terminal as well as for the greenfield Kochi Terminal.

It is encouraging that your Company, during the financial year 2009-10, has executed a 20 years Sale & Purchase Agreement with Mobil Australia Resources Company Pty. Ltd., a subsidiary of Exxon Mobil Corporation for the supply of 1.44 MMTPA LNG from its Gorgon, Australia Project, with the potential for additional volumes for Company’s LNG Terminal under construction at Kochi.

LNG TERMINAL AT KOCHI

Your Company has commenced construction of another greenfield LNG Receiving, Storage & Re-gasification Terminal of 2.5 MMTPA capacity, expandable to 5.0 MMTPA at Kochi. The terminal consists of two storage tanks, vaporization system, utilities and marine facilities. Cochin Port Trust (CoPT) has allocated 32 ha of land for the LNG terminal at Puthuvypeen Island in the outer Cochin harbor, which is in the Puthuvypeen SEZ. The Concession Agreement and Lease Agreement for usage of water front and land respectively have been executed with Cochin Port Trust. The EPC Contract for construction of two LNG storage tanks each of 188,000 cu m (gross capacity) is being carried out by M/s IHI Corporation, Japan. The tanks have been completed, in as much as roof raising of both the tanks had been completed by end of May, 2010. The award of EPC contracts for re- gasification, vaporization plant and marine facility have also been completed and both these contractors are also mobilized at site. Approximately, 2000 construction personnel are presently working at site. The terminal is expected to be mechanically completed as per schedule by December, 2011.

FINANCING

To meet the funding requirement of the Kochi project, your Company has opted for Balance Sheet / Asset based financing approach, at a debt equity ratio of 70:30. During the financial year 2009-10, your Company has completed the financial closure of Kochi project, and Loan Agreements were executed with the consortium of Indian Lenders (Rs. 1400 crores), International Finance Corporation (IFC) Washington (USD 200 million) and Proparco of France (USD 100 Million). Equity requirement for the project is being met through internal accruals.

During the financial year 2009-10, your Company took short-term bridge loans of Rs. 400 crores to take advantage of lower short- term financing rates.

GAS BASED POWER PROJECT

Your Company is planning to exploit its downstream synergy with gas based power generation business. This move is guided by the formidable challenges the Country is facing in meeting its growing energy needs with demand continuing to outstrip available and planned generation. Compared to per capita power consumption of approx. 17000 kWh in Canada, 7000 kWh in Germany and 2000 kWh in China, per capita consumption in India is just 900 kWh.

As the Company is in a unique position to provide quality energy to various users in a sustainable manner, it is planning to set-up a power plant of 1,200 MW capacity at Dahej contiguous to its existing LNG terminal. The Government of Gujarat has already allotted 50 hect. of land for the same. The Detailed Feasibility Report has already been prepared and is under review for making the final investment decision.

Your Company has an advantage of assured RLNG availability besides the distinct economic advantages of no VAT (currently), and transportation charges, over other users of RLNG as fuel. The proposed project will have an additional benefit of availability of “cold energy” extracted from LNG. The cold energy utilization will enable your Company to raise the plant capacity and consequently reduce cost of generation.

DEPOSITS

During the year, your Company did not accept any deposits from the public under Section 58A of the Companies Act, 1956.

EMPLOYEE PARTICULARS

As required, pursuant to provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, the names and other particular of employees are set out in the annexure to the Directors’ Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance together with Auditors’ Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report also contains a separate section on the ‘Management Discussion and Analysis’ which is a part of the Directors’ Report.

INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations amongst all its employees. No man days were lost due to strike, lock out etc.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

All possible steps have been taken by your Company to achieve the objective of energy conservation and technology absorption. Your Company’s engineers have been involved with the Consultants and the Contractors in all phases of design of Dahej Expansion & Kochi project in order to ensure optimum conservation of energy and absorption of technology.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) That your Company had followed the applicable accounting standards along with proper explanations relating to material departures in the preparation of the annual accounts;

b) That your Company had selected such accounting policies and applied those consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss account of the Company for that period;

c) That your Company had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) That the accounts of your Company have been prepared on a going-concern basis.

BOARD OF DIRECTORS

During the year under review, Shri R. S. Pandey, Secretary, Ministry of Petroleum & Natural Gas, ceased as Chairman and Director owing to superannuation from the services of Government of India w.e.f. 31st January, 2010 and Shri S. Sundareshan, Secretary, Ministry of Petroleum & Natural Gas has been appointed as Chairman of the Company w.e.f 17th February, 2010, Shri Seethapathy Chander ceased as Nominee Director of ADB w.e.f. 21st July, 2009 and Shri Shantanu Chakraborty has been appointed in his place as Nominee Director of ADB w.e.f. 2nd September, 2009.

FOREIGN EXCHANGE EARNING AND OUTGO

Your Company has incurred expenditure in foreign exchange to the extent of Rs.9307.97 Crores during the year under review. Foreign exchange earnings during the year was Rs. 0.67 Crores.

AUDITORS

M/s. V. Sankar Aiyar & Company will retire at the ensuing Annual General Meeting of your Company and, being eligible, offer themselves for re-appointment. The re-appointment, if made, for the financial year 2010-11, will have to be by a Special Resolution as required under Section 224A of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board of Directors thank and wish to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of Gujarat and Kerala, Promoters of the Company, Rasgas, Exxon Mobil and other LNG suppliers, Offtakers & Consumers of re-gasified LNG and the employees of the Company at all levels, for their continued co-operation and unstinted support. The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have shown in the Management. The Directors look forward to a bright future with confidence.

On behalf of the Board of Directors

Place : New Delhi (S. Sundareshan)

Date : 18.05.2010 Chairman

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