Annual Reports - Indraprastha Gas Limited
Annual Reports - Indraprastha Gas Limited
Annual Reports - Indraprastha Gas Limited
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BOARD OF DIRECTORS<br />
Shri B.C. Tripathi<br />
Director<br />
Shri Rajesh Vedvyas<br />
Managing Director<br />
Shri R.K. Verma<br />
Director<br />
Shri S. Radhakrishnan<br />
Chairman<br />
1<br />
Shri S.S. Dalal<br />
Director<br />
Shri Manmohan Singh<br />
Director (Commercial)<br />
Shri S.S. Rao<br />
Director<br />
Bankers Auditors Registered Office Company Secretary<br />
State Bank of India M/s Deloitte Haskins & Sells IGL Bhawan Shri S.K. Jain<br />
HDFC Bank <strong>Limited</strong> Chartered Accountants Plot No. 4, Community Centre,<br />
Syndicate Bank Gurgaon Sector-9, R.K. Puram,<br />
ICICI Bank <strong>Limited</strong> New Delhi-110022<br />
IDBI Bank <strong>Limited</strong><br />
Kotak Mahindra Bank Ltd.
DIRECTORS’ REPORT<br />
To,<br />
THE MEMBERS<br />
Your Directors have pleasure in presenting the Tenth <strong>Annual</strong><br />
Report alongwith Audited Accounts of the Company for the<br />
year ended March 31, 2009.<br />
PHYSICAL PERFORMANCE<br />
During the year, the Company recorded sales as under:<br />
Product For the Year<br />
(Figures in SCM)<br />
2008-2009 2007-2008<br />
Compressed<br />
Natural <strong>Gas</strong> (CNG) 605,255,608 504,621,981<br />
Piped Natural <strong>Gas</strong><br />
(PNG) 54,257,774 42,860,910<br />
Total 659,513,382 547,482,891<br />
The new look CNG Station of IGL with a new colour scheme inside IGI Airport premises.<br />
2<br />
FINANCIAL RESULTS<br />
ITEMS For the Year<br />
(Rs. in Million)<br />
2008-2009 2007-2008<br />
Net Sales & Other Income 8789.91 7294.16<br />
Profit before Depreciation & Tax 3262.94 3234.72<br />
Depreciation 674.34 625.77<br />
Profit before tax 2588.60 2608.95<br />
Provision for tax 863.86 864.40<br />
Profit after tax 1724.74 1744.55<br />
Profit brought forward from<br />
previous year. 3835.43 2920.50<br />
Profit available for appropriations 5560.17 4665.05<br />
Appropriations:<br />
Proposed dividend 560.00 560.00<br />
Corporate dividend tax 95.17 95.17<br />
Transferred to general reserve 172.47 174.45<br />
Profit carried forward 4732.53 3835.43<br />
5560.17 4665.05
Shri Murli Deora, Hon’ble Union Minister of Petroleum & Natural <strong>Gas</strong> and Smt. Sheila Dikshit, Hon’ble Chief Minister of Delhi alongwith<br />
other dignitaries at the CNG Consumer Meet organised by IGL.<br />
FINANCIAL REVIEW<br />
During the year gross turnover of the Company increased by<br />
18.71% from Rs.8169.27 million in year 2007-08 to Rs 9697.76<br />
million in the year 2008-09. Profit after tax has been Rs.<br />
1724.74 million in 2008-09 compared to Rs. 1744.55 million<br />
in 2007-08. The profitability during the year was affected mainly<br />
due to increase in input cost of gas. The Company had to pay<br />
higher price as ‘Overdrawal Charges’ for gas drawn over and<br />
above the allocated quantity to meet the requirement during<br />
part of the year. Your Company has tied up for additional gas<br />
to avoid ‘Overdrawal Charges’ and meet the growing demand<br />
of CNG.<br />
DIVIDEND<br />
Your Directors are pleased to recommend dividend of 40 %<br />
(Rs 4 per share) as paid in the last year. The proposed dividend<br />
including corporate dividend tax would absorb Rs. 655.17<br />
million.<br />
PERFORMANCE HIGHLIGHTS<br />
CNG BUSINESS:<br />
Your Company further augmented its CNG distribution<br />
infrastructure during the year. The total number of CNG<br />
stations increased from 163 in March 2008 to 181 in March<br />
3<br />
2009, which included 79 mother stations, 52 online stations,<br />
48 daughter booster stations and 2 daughter stations. The<br />
installed compression capacity went up substantially from<br />
20.76 Lakh Kg/day in March 2008 to 26.76 Lakh Kg/day in<br />
March 2009.<br />
The Company crossed the geographical boundaries of Delhi<br />
for the first time to start online CNG dispensing in Noida and<br />
Greater Noida by setting up 2 online CNG stations each in<br />
both the towns.<br />
The estimated number of vehicles running on CNG<br />
in Delhi as on 31st March 2009 was more than<br />
2,50,000 including 12,000 buses and over 150,000 private<br />
vehicles.<br />
PNG BUSINESS:<br />
The Company has extended the Piped Natural <strong>Gas</strong> distribution<br />
infrastructure to the new areas in Delhi which include Vasant<br />
Vihar, Green Park, Saket, Dwarka (Sector 1, 2, 3, 22, 23),<br />
Punjabi Bagh (West), Janakpuri, Shalimar Bagh, Ashok Vihar,<br />
Model Town, GTB Enclave, Vivek Vihar, Yojna Vihar, Swastik<br />
Vihar and Shreshtha Vihar.<br />
During 2009-10, the Company plans to extend its PNG<br />
distribution network to Shanti Niketan, Safdarjung<br />
Development Area, Panchsheel, Safdarjung Enclave, Vigyan
Shri Rajesh Vedvyas, Managing Director, Shri Manmohan Singh, Director (Commercial) and other senior IGL officials handing over<br />
dividend cheque to Shri Tejendra Khanna, Hon’ble Lt. Governor of Delhi.<br />
Vihar, Vigyan Lok, Manak Vihar, Anand Vihar, Nanak Vihar,<br />
Jagrati Vihar, Surajmal Vihar, Pushpanjali Enclave, Saini Enclave,<br />
Bahubali Enclave, Kiran Vihar, Ram Vihar, Mayur Vihar (Phase<br />
III), Rishab Vihar, Sharad Vihar, Priya Enclave, AGCR Enclave,<br />
Shyam Enclave, Shanti Vihar, Madhu Vihar, North Avenue,<br />
South Avenue, Meena Bagh, IIT, NCERT, AIIMS, GTB Hospital<br />
and Mayapuri besides providing connections to new customers<br />
in the existing network areas.<br />
The Company has started PNG supply for the first time outside<br />
Delhi in Sector 62, Noida and Sector Pi, Greater Noida.<br />
As on 31 st March 2009, the Company has provided PNG<br />
connections to over 138,000 domestic and more than 315<br />
commercial customers.<br />
R-LNG BUSINESS:<br />
The Company is currently supplying R-LNG to 15 industrial<br />
consumers in Delhi. The Company has identified supply of<br />
Re-gassified Liquid Natural <strong>Gas</strong> (R-LNG) to industrial segment<br />
especially to industries in Noida and Greater Noida as a major<br />
thrust area in its expansion plans.<br />
4<br />
Your Company has already tied up with new gas supply sources<br />
for meeting the demand of this segment and is also looking<br />
further at new gas supply sources.<br />
FUTURE OUTLOOK<br />
NCT OF DELHI<br />
Your Company has drawn out plans to consolidate its presence<br />
in the NCT of Delhi by investing Rs.1983 million during the<br />
financial year 2009-10 for CNG expansion.<br />
CNG being an eco-friendly and economical fuel, a large<br />
number of private car manufacturers are introducing their<br />
CNG variants. Due to wide acceptance of CNG, there has<br />
been a large-scale conversion of private cars into CNG mode.<br />
In view of forthcoming Commonwealth Games in 2010, a large<br />
number of high capacity buses and Radio Taxis running on CNG<br />
are expected to be added to the public transport fleet in the<br />
Capital for the convenience of visitors. With effect from 1 st<br />
July 2009, the Government of NCT of Delhi has directed all<br />
Light Commercial Vehicles (LCVs) operating in NCT of Delhi
Smt Pratibha Devi Singh Patil, Hon’ble President of India gets a briefing on the progress of PNG project in the<br />
Presidential Estate residential quarters.<br />
to convert to CNG mode. In view of the expected growth in<br />
demand, the Company has drawn up an ambitious plan to<br />
augment its infrastructure by adding 22 new CNG stations in<br />
2009-10.<br />
Your Company has planned a large-scale expansion in PNG<br />
segment. A capital expenditure of Rs. 1325 million has been<br />
earmarked for augmenting infrastructure in the existing areas<br />
as well as for expansion in new areas of Delhi during the<br />
financial year 2009-10. The Company has plans to provide<br />
new PNG connections to over 50,000 domestic households.<br />
EXPANSION PROJECTS IN NATIONAL CAPITAL<br />
REGION (NCR)<br />
The Company has planned capital investment of Rs. 2032<br />
million for expansion in the NCR towns of Noida, Greater<br />
Noida & Ghaziabad.<br />
The Company plans to add four online CNG Stations in Noida<br />
and two online CNG stations in Greater Noida during the<br />
year 2009-10.<br />
5<br />
The Company plans to expand its PNG network at a fast pace<br />
in Noida and Greater Noida during the year.<br />
DIRECTORS RESPONSIBILITY STATEMENT<br />
Pursuant to the provisions of Section 217(2AA) of the<br />
Companies Act, 1956, your Directors hereby confirm that:<br />
i) in the preparation of <strong>Annual</strong> Accounts for the financial<br />
year ended March 31, 2009, the applicable accounting<br />
standards have been followed;<br />
ii) they have selected such accounting policies and applied<br />
them consistently except where otherwise stated in the<br />
Notes to Accounts and made judgments and estimates<br />
that are reasonable and prudent so as to give a true and<br />
fair view of the state of affairs of the Company at the<br />
end of the financial year and of the profit of the Company<br />
for the year under review;<br />
iii) they have taken proper and sufficient care for the<br />
maintenance of adequate accounting records in<br />
accordance with the provisions of the Companies Act,
Shri R.S. Pandey, Secretary, Ministry of Petroleum & Natural <strong>Gas</strong> enquires about PNG installation during his visit at<br />
Sarai Kale Khan CNG station of IGL.<br />
1956 for safeguarding the assets of the Company and<br />
for preventing and detecting fraud and other<br />
irregularities; and<br />
iv) they have prepared the <strong>Annual</strong> Accounts for the Financial<br />
Year ended 31 st March, 2009 on a going concern basis.<br />
BOARD OF DIRECTORS<br />
Shri Rajesh Vedvyas, nominee of GAIL (India) Ltd. was<br />
appointed as Managing Director in place of Shri Om Narayan<br />
w.e.f. July 29, 2008.<br />
Shri S. Radhakrishnan, nominee of BPCL was appointed as<br />
Chairman of the Board w.e.f. January 14, 2009 in place of Dr.<br />
U.D. Choubey.<br />
Shri B.C. Tripathi, nominee of GAIL was appointed as<br />
Additional Director w.e.f. February 1, 2009 in place of Dr.<br />
U.D. Choubey.<br />
6<br />
Shri S.S. Dalal and Shri R.K. Verma retire by rotation at the<br />
ensuing <strong>Annual</strong> General Meeting and being eligible, offer<br />
themselves for reappointment.<br />
The Board takes this opportunity to place on record its<br />
appreciation for valuable contribution made by Dr. U.D.<br />
Choubey and Shri Om Narayan during their tenure as Board<br />
Members.<br />
AUDITORS<br />
M/s Deloitte Haskins & Sells, Chartered Accountants, Auditors<br />
of the Company retire at the ensuing <strong>Annual</strong> General Meeting<br />
and being eligible, offers themselves for reappointment.<br />
CONSERVATION OF ENERGY AND TECHNOLOGY<br />
ABSORPTION, FOREIGN EXCHANGE EARNINGS<br />
AND OUTGO<br />
The information in accordance with the provisions of Section<br />
217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board<br />
of Directors) Rules, 1988 is annexed hereto.<br />
CORPORATE GOVERNANCE<br />
As per the requirements of the Clause 49 of the Listing<br />
Agreement with the Stock Exchanges a detailed Report on<br />
Corporate Governance is annexed as part of the <strong>Annual</strong> Report.<br />
HUMAN RESOURCES<br />
During the year your Company enjoyed harmonious and<br />
cordial human relations amongst all its employees. Your<br />
Company continued its HR efforts of providing developmental<br />
inputs to employees through outbound team building training<br />
programmes to develop their knowledge, skills and attitudes.<br />
A statement showing particulars of employees under Section<br />
217 (2A) of the Companies Act, 1956 is annexed.<br />
FIRE AND SAFETY<br />
Fire & Safety related issues are accorded top-most priority in<br />
your Company. Practical fire fighting training are imparted<br />
on a regular basis to the employees, DSM’s, Station Operators,<br />
7<br />
DTC Drivers and consumers of CNG and PNG. Beside this,<br />
your Company has made arrangements to impart two days<br />
certified external training to all contract personnel working<br />
at CNG stations from a recognized training institute. In line<br />
with the commitment for safety of CNG consumers and<br />
energy conservation, safety checks of CNG propelled cars<br />
were carried out through free service camps of CNG Kits<br />
across NCT of Delhi.<br />
Random inspections are made to check compliances of safety<br />
standards, statutory provisions & also to detect unsafe<br />
conditions arising out of gas leakage from the CNG kits in<br />
order to ascertain safety of the vehicles & the occupants. Full<br />
day safety training of DTC & Non DTC drivers are arranged<br />
in batches along with Department of Surface Transport, DTC<br />
and Delhi Fire Service.<br />
In order to ensure safety of children travelling in CNG propelled<br />
school buses, your Company took up a special drive to educate<br />
the bus drivers and staff of school buses this year during the<br />
safety week campaign. Drivers & staff of more than 250 school<br />
buses were imparted Fire Safety Training by IGL during this<br />
drive.<br />
HE Dr. Mohammed bin Hamad Al Rumhy, Minister of Oil and <strong>Gas</strong>, Sultanate of Oman, inaugurates the IGL Stall at PETROTECH 2009<br />
in the presence of Shri Ashok Sinha, Chairman & Managing Director, BPCL.
External Safety Audit, Hazop & Risk assessment of CNG<br />
Stations and PNG installations are carried out by third parties<br />
and recommendations / observations are complied with.<br />
It is a result of good safety culture throughout the Company<br />
that your Company has crossed 50 million man hours without<br />
any reportable lost time accident.<br />
SOCIAL RESPONSIBILITY<br />
Your Company has been continuously working towards the<br />
environment clean-up through reduction in vehicular pollution<br />
by providing eco-friendly fuel to the public transport system<br />
as well as to the private vehicles in the NCT of Delhi and<br />
NCR towns of Noida and Greater Noida. The contribution<br />
made by the Company has been recognized at various national<br />
& international forums.<br />
The Company is also providing cheaper environment friendly<br />
fuel to household consumers in the form of Piped Natural<br />
<strong>Gas</strong> (PNG) through pipelines and has constantly aimed for<br />
achieving improved customer services by supplying<br />
uninterrupted, economic and environment friendly fuel to its<br />
valued customers.<br />
During the year, as a part of Corporate Social Responsibility<br />
programme, your Company also contributed to NGOs<br />
working in the field of health and welfare.<br />
8<br />
ACKNOWLEDGEMENTS<br />
Your Directors express their gratitude to the Ministry of<br />
Petroleum & Natural <strong>Gas</strong>, State Governments of NCT of Delhi<br />
& Uttar Pradesh and Promoter Companies (GAIL & BPCL)<br />
for their continuous patronage & support throughout the year.<br />
The Directors also acknowledge the support of all the Local<br />
Authorities, Bankers, Media, Station Operators & their<br />
employees, contractors, vendors and suppliers.<br />
The Directors place on record their deep appreciation towards<br />
IGL’s valued customers for their continued cooperation &<br />
support and look forward to the continuance of this<br />
relationship in future also.<br />
The Directors wish to express their gratitude to all the<br />
shareholders for their continued trust and support.<br />
The Directors also sincerely acknowledge the contributions<br />
made by all the employees of IGL for their dedicated services<br />
to the Company.<br />
For and on behalf of Board of Directors<br />
sd/- sd/-<br />
Manmohan Singh Rajesh Vedvyas<br />
Director (Commercial) Managing Director<br />
Place : Mumbai<br />
Date : May 27, 2009<br />
Dr. U.D. Choubey, Chairman & Managing Director, GAIL (India) Ltd., fills CNG in a car in the presence of Mr. B.C. Tripathi, Director<br />
(Marketing), GAIL (India) Ltd. to mark the beginning of online supply of CNG in Noida.
Dr. U.D. Choubey, Chairman & Managing Director, GAIL (India) Ltd., inaugurates the online supply of CNG in Greater Noida<br />
by switching on the compressor.<br />
A. CONSERVATION OF ENERGY<br />
Your Company has taken various steps for conservation of<br />
Energy, which are as under:<br />
1) In Galileo compressor, frequent tripping and gas loss<br />
problem was observed. Galileo compressor panel and<br />
wiring has been modified and junction boxes have been<br />
shifted outside the package. This has reduced gas loss<br />
due to frequent tripping of the machine.<br />
2) In FTI dispensers, frequent failure and internal leakages<br />
was observed in AQUA make Pressure control valve.<br />
Some modifications have been done in tubing and these<br />
valves have been replaced with RHPS make PCV. This<br />
has reduced gas leakage and breakdown.<br />
3) In DR compressor frequent tripping and gas loss problem<br />
was observed due to malfunctioning of Fisher make PRV<br />
(BDV to suction line). Piping was modified and these<br />
PRV’s were replaced with Nirmal make PRV on few<br />
machines. This has reduced gas loss and tripping of<br />
machine.<br />
ANNEXURE TO DIRECTORS’ REPORT<br />
9<br />
Disclosure of particulars with respect to conservation of energy<br />
is given in Form-A annexed.<br />
B. TECHNOLOGY ABSORPTION<br />
Efforts made in technology absorption are given in Form-B<br />
annexed.<br />
C. FOREIGN EXCHANGE EARNING AND OUTGO<br />
1) Activities relating to Exports :<br />
The Company is in retail distribution business of natural<br />
gas in NCT of Delhi and nearby towns. Considering the<br />
area of operations and product of the Company, export<br />
related activities are not pertinent.<br />
2) Total foreign exchange used & earned :<br />
During the year under review, the foreign exchange<br />
earning and outgo are given below:<br />
(Rs. In Million)<br />
Foreign Exchange Earned 0.05<br />
Foreign Exchange Used 592.44
FORM-A<br />
DISCLOSURE OF PARTICULARS WITH RESPECT TO<br />
CONSERVATION OF ENERGY<br />
Power and Fuel Consumption Current Year Previous Year<br />
2008-09 2007-08<br />
1. Electricity<br />
a) Purchased Units (KVAH) 1,76,98,415 88,52,309<br />
Total Amount (Rs. In Million) 110.39 53.94<br />
Rate / Unit (Rs.) 6.24 6.09<br />
b) Own Generation<br />
Through Diesel Generator (KWH) 3,88,809 3,12,774<br />
Units (KWH) Per Litre of Diesel Oil 3.87 3.87<br />
Cost per Unit (Rs.) 8.32 7.91<br />
2. Coal NIL NIL<br />
3. Furnace Oil / Liquid Fuel (LSHS) NIL NIL<br />
Qty (MT)<br />
Total Amount (Rs.)<br />
Avg. Rate (Rs. / MT)<br />
4. Other / Internal Generation NIL NIL<br />
<strong>Gas</strong> Quantity<br />
Total Cost (Rs.)<br />
Rate / Unit<br />
Shri L. Mansingh, Chairman, Petroleum & Natural <strong>Gas</strong> Regulatory Board (PNGRB) inaugurates the IGL Stall at NGV India 2009.<br />
10
FORM-B<br />
EFFORTS MADE IN TECHNOLOGY ABSORPTION ARE GIVEN BELOW:<br />
Research & Development<br />
1. Specific areas in which R&D carried i) In Burckhardt 400 SCMH package engine jacket water<br />
out by the Company temperature use to go beyond trip limits, during high ambient<br />
temperature. The same has been overcome by installing<br />
additional motor driven forced draft external radiator.<br />
ii) In ten Galileo compressors Safex Panel did not work for CO2 flooding system. Wiring was modified and incorporated in<br />
existing PLC panel. This has prevented the false alarms and<br />
tripping of machine.<br />
iii) In DR machines it was observed that reset push button was<br />
being bypassed to avoid tripping of the machines. Software has<br />
been modified to overcome this problem to ensure safe<br />
operation of the machine.<br />
iv) Component level repair of the dispenser electronic cards has<br />
been started successfully.<br />
v) In old dispensers frequent problem of auto cut was observed at<br />
200 bar. To overcome the problem ‘COMPAC’ make PRV are<br />
being installed successfully. This will help in dispensing of gas at<br />
safe pressure.<br />
2. Benefits derived as a result of The Company has derived benefits in the form of Cost savings<br />
the above R&D and improved operational efficiency of equipments.<br />
3. Expenditure incurred on R&D No direct expenditure.<br />
i. Capital<br />
ii. Recurring<br />
iii. Total<br />
iv. % of total R&D expenditure<br />
with total turnover<br />
A check up camp for school buses in progress during the Fire and Safety Week.<br />
11
Technological Adaptation and Innovation<br />
1. Efforts in brief made towards technology<br />
adaptation & innovation.<br />
2. Benefits derived as a result of the above effort<br />
e.g. product improvement, cost reduction,<br />
product development, import substitution etc.<br />
3. In case of imported technology (imported during<br />
the last 5 years reckoned from the beginning of<br />
the financial year), following information may be<br />
furnished.<br />
a) Technology imported<br />
b) Year of import<br />
c) Has technology been fully absorbed?<br />
d) If not fully absorbed, areas where this has<br />
not taken place reasons therefore and<br />
future plans of action.<br />
STATEMENT OF PARTICULARS UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE<br />
COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 FOR THE YEAR ENDED MARCH 31, 2009 AND<br />
FORMING PART OF THE DIRECTORS’ REPORT<br />
S. Name Qualification Designation Date of Experience Age Remuneration Previous<br />
No. Joining (in Years) (in Years) (in Rs.) Employment /<br />
Designation<br />
1 Ashim Batra BE (Mech.), CGM 23.06.2003 25 48 26,36,476 VieTrans Private<br />
MBA (Marketing) <strong>Limited</strong> / Vice<br />
President Sales<br />
2 Rajesh Agrawal CA, CS CGM (Finance) 16.01.2006 27 51 24,918,70 IBP Co. <strong>Limited</strong> /<br />
DGM Finance<br />
Notes :<br />
i) The remuneration shown above comprises of salary, allowances, leave travel assistance, ex-gratia, profit sharing, Company’s contribution<br />
to Provident Fund, gratuity and other perks.<br />
ii) The appointments of above mentioned employees are in terms of their letters of appointment and applicable Company rules & regulations.<br />
iii) None of the employees mentioned above is related to any Director of the Company.<br />
12<br />
Continued indigenous development of various spares of gas<br />
compressor like piston rings, interstage gas packing, valves<br />
etc.<br />
Overall reduction of cost on spares.<br />
Nil<br />
Nil
REPORT ON CORPORATE GOVERNANCE<br />
I. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE<br />
The Company’s philosophy on the Code of Corporate Governance is:<br />
(a) To ensure transparency, high degree of disclosure and adequate control system;<br />
(b) To ensure that the decision making process is systematic and rational;<br />
(c) To ensure full commitment of the Management to maximize shareholders value;<br />
(d) To ensure that the employees of the Company subscribe to the corporate values and apply them in their conduct<br />
II. BOARD OF DIRECTORS<br />
COMPOSITION:<br />
The Company has seven Directors on its Board comprising two Executive Directors namely Managing Director and Director<br />
(Commercial) and five Non-Executive Directors.<br />
The composition and category of Directors along with other Directorships or Memberships in Board Committees as on March<br />
31, 2009:<br />
Name of Category Directorship Membership in Chairmanship in<br />
Directors in other Committees of Committees of<br />
Public <strong>Limited</strong> Board of other Board of other<br />
Companies (*) Companies Companies<br />
Shri S. Radhakrishnan Non-Executive 3 NIL NIL<br />
(Chairman)<br />
Shri Rajesh Vedvyas Executive NIL NIL NIL<br />
(Managing Director)<br />
Shri Manmohan Singh Executive NIL NIL NIL<br />
Director<br />
(Commercial)<br />
Shri B.C. Tripathi Non-Executive 6 NIL NIL<br />
Shri S. S. Dalal Non-Executive, 13 7 2<br />
Independent<br />
Shri S. S. Rao Non-Executive, 2 2 NIL<br />
Independent<br />
Shri R. K. Verma Non-Executive, 4 NIL NIL<br />
Independent<br />
(*) This does not include Unlimited Companies, Foreign Companies, Private <strong>Limited</strong> Companies and Companies under Section<br />
25 of the Companies Act, 1956 and Alternate Directorship in a Company.<br />
As per requirement of Clause 49 of Listing Agreement, membership of Directors in Audit and Share Transfer & Investors<br />
Grievance Committee have been considered.<br />
The Board of the Company comprises seven directors, of which three are independent directors. As per the requirement of<br />
Clause 49 I(A), relating to the composition of Board, atleast one half of the Board should comprise independent directors. The<br />
Company is in the process of inducting one more independent director on its Board.<br />
13
BRIEF RESUME OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT<br />
1. Shri Rajesh Vedvyas<br />
Shri Rajesh Vedvyas, aged 55 years, joined the Company on July 29, 2008. He is an Electronics & Communication Engineer<br />
from Punjab Engineering College, Chandigarh. He was Zonal Head of GAIL (India) Ltd. at Hyderabad prior to joining IGL.<br />
Shri Vedvyas had worked in Projects, Marketing and Operations during his 23 years of service in GAIL. Prior to joining<br />
GAIL in 1985, he had worked for more than 8 years in Indian Oil Corporation. He has a rich and diverse experience of 31<br />
years in oil & gas sector.<br />
2. Shri S. S. Dalal<br />
Shri S. S. Dalal, aged 51 years, is the Vice-Chairman of IL & FS Investment Managers <strong>Limited</strong>. He is Management Graduate<br />
with over 26 years of experience. His areas of expertise includes project finance, marketing, credit evaluation, raising of<br />
resources etc.<br />
3. Shri B.C. Tripathi<br />
Shri B. C. Tripathi, aged 49 years is Director (Marketing) of GAIL (India) <strong>Limited</strong>. He is a Mechanical Engineer from NIT<br />
Allahabad, formerly known as Moti Lal Nehru Regional Engineering College, Allahabad. He joined GAIL during its inception<br />
in 1984 and has over 25 years experience in the <strong>Gas</strong> Sector. Prior to joining GAIL he had worked in ONGC.<br />
4. Shri R. K. Verma<br />
Shri R. K. Verma, aged 50 years, is a senior IAS officer of 1984 batch, presently holding position of Secretary-cum-<br />
Commissioner (Transport), Government of NCT of Delhi.<br />
ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND LAST ANNUAL GENERAL MEETING:<br />
During the Financial Year ended March 31, 2009, four Board meetings were held on June 18, 2008, July 22, 2008, October 24,<br />
2008 and January 30, 2009. The last <strong>Annual</strong> General Meeting was held on July 22, 2008.<br />
The attendance of each Director at Board Meetings and the last <strong>Annual</strong> General Meeting was as under:<br />
Name of the Directors No. of Meetings Attendance Attendance at Last<br />
Attended (% thereof)* AGM<br />
Dr. U. D. Choubey ** 3 75 Present<br />
Shri S. Radhakrishnan *** 4 100 Present<br />
Shri Om Narayan # 2 100 Present<br />
Shri Rajesh Vedvyas ## 2 100 Not Applicable<br />
Shri Manmohan Singh 4 100 Present<br />
Shri S. S. Dalal 3 75 Present<br />
Shri S. S. Rao 4 100 Present<br />
Shri R. K. Verma Nil Nil Absent<br />
Shri B. C. Tripathi ### - - Not Applicable<br />
* Percentage computed by considering the meetings attended with the total meetings held during their tenure.<br />
** Dr. U.D. Choubey ceased to be a Director w.e.f February 1, 2009.<br />
*** Shri S. Radhakrishnan appointed as Chairman of Board of Directors of the Company w.e.f. January 14, 2009.<br />
# Shri Om Narayan ceased to be a Director w.e.f. July 29, 2008.<br />
## Shri Rajesh Vedvyas appointed as Managing Director w.e.f. July 29, 2008.<br />
### Shri B.C. Tripathi appointed as Additional Director w.e.f. February 1, 2009.<br />
14
CODE OF CONDUCT<br />
The Board of Directors has laid down a Code of Conduct, which is applicable to all Directors and Senior Management of the<br />
Company. The Code has also been posted on the website of the Company.<br />
All Board Members and Senior Management Executives have affirmed compliance with the Code of Conduct.<br />
The declaration signed by the CEO affirming compliance to the Code by the Board of Directors and the Senior Management has<br />
been placed as an annexure to the Report.<br />
III. AUDIT COMMITTEE<br />
COMPOSITION:<br />
The Audit Committee comprises of three Directors of which all are Non-Executive and two are Independent Directors. The<br />
Chairman of the Committee is a Non-Executive Independent Director. All Members of the Committee have good financial and<br />
accounting knowledge. The Managing Director, Director (Commercial), Statutory Auditors and Internal Auditors are invitees to<br />
the Audit Committee Meetings. The Company Secretary acts as a Secretary to the Committee.<br />
The minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meeting.<br />
The constitution of the Audit Committee as on 31 st March 2009: -<br />
1) Shri S. S. Dalal : Chairman, Independent, Non-Executive.<br />
2) Shri S. S. Rao : Member, Independent, Non-Executive.<br />
3) Shri B. C. Tripathi : Member, Non-Executive.<br />
SCOPE & FUNCTIONS OF AUDIT COMMITTEE:<br />
The Term of Reference of Audit Committee includes overseeing the audit functions, review of Company’s financial performance,<br />
review critical findings of Internal Audit, compliance with the Accounting Standards & all other matters specified under Clause<br />
49 of the Listing Agreement with the Stock Exchanges and in Section 292A of the Companies Act, 1956.<br />
MEETINGS AND ATTENDANCE:<br />
During the financial year ended March 31, 2009, five Audit Committee Meetings were held on June 18, 2008, July 22, 2008,<br />
October 24, 2008, January 30, 2009 and March 30, 2009.<br />
The attendance of Audit Committee Members was as under: -<br />
Name of the Member No. of Meetings Attended<br />
Shri S. S. Dalal 4<br />
Shri S. S. Rao 5<br />
Shri S. Radhakrishnan * 4<br />
Shri B.C. Tripathi ** Nil<br />
* Shri S. Radhakrishnan ceased to be a member w.e.f. 1 st February 2009<br />
** Shri B.C. Tripathi appointed as a member w.e.f. 1 st February 2009<br />
IV. REMUNERATION / SITTING FEES PAID TO DIRECTORS<br />
(a) Executive Directors:<br />
The Managing Director and Director (Commercial) are nominated by GAIL (India) Ltd. and BPCL respectively and the terms<br />
and conditions of their appointment including remuneration are advised by their parent organizations.<br />
15
The remuneration paid to the Executive Directors during the financial year are given below:<br />
S. Name of Directors Salary & Perquisites Commission Contribution to Total<br />
No. Allowances on Profits PF & Other Funds (In Rs.)<br />
1. Shri Rajesh Vedvyas * 8,42,702 2,45,369 __ 62,814 11,50,885<br />
2. Shri Manmohan Singh 15,55,066 5,99,545 __ 86,470 22,41,081<br />
3. Shri Om Narayan ** 5,62,151 75,800 5,59,062 99,942 12,96,955<br />
* Appointed as Managing Director w.e.f. July 29, 2008.<br />
** Ceased to be Managing Director w.e.f. July 29, 2008.<br />
Notes :<br />
The aforesaid remuneration does not include :<br />
• Rs.5,59,062 paid to Shri Manmohan Singh, Director (Commercial) towards commission on profit for the financial year<br />
2007-08, since the amount was refunded by him and the same was subsequently paid to his parent organization BPCL as<br />
per his advice.<br />
• Rs.15,00,000/- payable to Executive Directors as commission on profit based on the period of directorship held during the<br />
financial year ended on 31.03.2009, since the amount will be paid to their parent organization as per their advice.<br />
Executive Directors are not paid any sitting fees for attending Board/ Committee meetings.<br />
(b) Non-Executive Directors:<br />
During the financial year under review total commission on profit of Rs.27,95,310/- was paid to Non-executive Directors / their<br />
parent organisations for the financial year 2007 – 08. Total commission on profit of Rs.37,50,000/- is payable to non-executive<br />
directors / their parent organisations for the financial year 2008-09.<br />
Non-Executive Directors are paid sitting fees of Rs. 20,000/- & Rs. 10,000/- for attending each Board meeting & Committee<br />
meeting respectively. Total sitting fees paid during the financial year under review was Rs.5,20,000/-<br />
The Non-Executive Directors have disclosed that they do not hold any shares in the Company.<br />
V. SHARE TRANSFER & INVESTORS GRIEVANCE COMMITTEE<br />
COMPOSITION:<br />
The Share Transfer & Investors Grievance Committee constituted by the Board comprises of four members with an Independent<br />
Non-Executive Director as Chairman of the Committee.<br />
The constitution of the Share Transfer & Investors Grievance Committee as on March 31, 2009:<br />
(1) Shri S. S. Dalal : Chairman, Independent, Non-Executive<br />
(2) Shri S. S. Rao : Member, Independent, Non-Executive<br />
(3) Shri Rajesh Vedvyas : Member, Executive<br />
(4) Shri Manmohan Singh : Member, Executive<br />
SCOPE & FUNCTIONS OF SHARE TRANSFER & INVESTORS GRIEVANCE COMMITTEE:-<br />
The scope & functions of the Committee inter alia include approval of transfer and transmission of shares and other matters like<br />
consolidation/ splitting of certificates, issue of duplicate share certificates, dematerialisation/ rematerialisation of shares in stipulated<br />
period of time. The Committee also supervises the system of redressal of Investors Grievances and ensures cordial investors<br />
relations. Details of share transfer/rematerialisation/transmission etc as approved by the Committee are placed at the Board<br />
Meetings from time to time.<br />
COMPLIANCE OFFICER:-<br />
Shri S.K. Jain, Company Secretary is the Compliance Officer.<br />
16
DETAILS OF SHAREHOLDERS’ COMPLAINTS RECEIVED & REPLIED TO THE SATISFACTION OF<br />
SHAREHOLDERS:-<br />
The Company received 268 complaints during the year, which were duly attended & replied. There was no complaint pending<br />
as on March 31, 2009.<br />
VI. GENERAL BODY MEETINGS<br />
The location, time and details of Special Resolutions passed in the last three <strong>Annual</strong> General Meetings were as under:<br />
Meeting Date Time Venue Details of Special<br />
Resolutions Passed<br />
7 th AGM September 11:30 a.m. Siri Fort Auditorium 1. Re-appointment of Statutory<br />
14, 2006 Complex, New Delhi. Auditors of the Company.<br />
2. Re-appointment of Mr. A.K. De<br />
as Managing Director.<br />
8 th AGM September 11:30 a.m. Sri Sathya Sai 1. Appointment of Statutory<br />
12, 2007 International Centre, Auditors of the Company.<br />
New Delhi 2. Appointment of Mr. Om Narayan<br />
as Managing Director & approval<br />
of his remuneration.<br />
3. Appointment of Mr. Manmohan Singh<br />
as Director (Commercial) &<br />
approval of his remuneration.<br />
9 th AGM July 11:30 a.m. Sri Sathya Sai 1. Appointment of Statutory Auditors<br />
22, 2008 International Centre, of the Company.<br />
New Delhi 2. Amendment in Article 121 A(ii)<br />
of Articles of Association of<br />
the Company.<br />
3. Payment of commission out of<br />
profits to the Directors of<br />
the Company.<br />
During the year ended 31 st March, 2009 there have been no resolutions passed by the Company’s shareholders through postal<br />
ballot. At the ensuing <strong>Annual</strong> General Meeting, there is no resolution proposed to be passed by postal ballot.<br />
VII. DISCLOSURES<br />
(a) Related Party Transactions<br />
Although the Company has entered into transactions of material nature with the Promoters, Directors or the Management,<br />
they do not have potential conflict with the interests of the Company at large. Transactions with related parties are being<br />
disclosed separately in the <strong>Annual</strong> Report.<br />
(b) Compliances by the Company<br />
During the last three years, there were no strictures or penalties imposed on the Company either by the Stock Exchanges or<br />
SEBI, or any statutory authority for non-compliance of any matter related to capital markets.<br />
VIII. MEANS OF COMMUNICATION<br />
The quarterly and half-yearly results are forthwith communicated to the Bombay Stock Exchange <strong>Limited</strong> and the National<br />
Stock Exchange, with whom the Company has listing arrangements, as soon as these are approved and taken on record by the<br />
Board of Directors of the Company. The results are published in leading newspapers, such as Business Standard / Financial<br />
Express in English, Rashtriya Sahara / Jansatta in Hindi, alongwith the official news releases.<br />
17
The results are also put-up on Company’s website : www.iglonline.net<br />
For investors, the Company has created a separate e-mail ID : investors@igl.co.in<br />
Management Discussion & Analysis is separately annexed and is forming a part of <strong>Annual</strong> Report.<br />
IX. GENERAL SHAREHOLDER INFORMATION<br />
(a) <strong>Annual</strong> General Meeting:-<br />
The 10th <strong>Annual</strong> General Meeting of the Company is scheduled to be held on: -<br />
Date and Time : July 29, 2009 at 12 noon<br />
Venue : Sri Sathya Sai International Centre, Lodhi Road,<br />
New Delhi<br />
(b) Financial Calendar (Tentative):<br />
The Quarterly results will be taken on record by the Board of Directors as per the following schedule:<br />
Quarter ending June 30, 2009 : On or before 31.07.2009<br />
Quarter ending September 30, 2009 : On or before 31.10.2009<br />
Quarter ending December 31, 2009 : On or before 31.01.2010<br />
Quarter ending March 31, 2010 : On or before 30.04.2010<br />
(c) Date of Book Closure for Dividend: July 22, 2009 to July 29, 2009 (both days inclusive)<br />
(d) Dividend Payment Date: On or after August 04, 2009.<br />
(e) Listing on Stock Exchanges:<br />
Name of Stock Exchanges Stock Code<br />
Bombay Stock Exchange 532514<br />
National Stock Exchange IGL<br />
(f) ISIN Number : INE203G01019<br />
(g) Market Price Data & Share price performance:<br />
AT BOMBAY STOCK EXCHANGE (BSE)<br />
MONTH IGL BSE (SENSEX)<br />
HIGH (Rs.) LOW (Rs.) HIGH LOW<br />
April 2008 138.80 118.10 17481 15298<br />
May 2008 132.00 111.05 17736 16196<br />
June 2008 127.10 109.00 16633 13406<br />
July 2008 117.50 101.30 15130 12514<br />
August 2008 125.00 107.05 15580 14002<br />
September 2008 123.00 106.00 15107 12154<br />
October 2008 118.35 92.10 13204 7697<br />
November 2008 112.85 101.50 10945 8316<br />
December 2008 105.60 98.00 10189 8467<br />
January 2009 116.80 101.80 10470 8632<br />
February 2009 113.70 98.25 9725 8619<br />
March 2009 110.25 95.40 10127 8047<br />
18
AT NATIONAL STOCK EXCHANGE (NSE)<br />
MONTH IGL S & P CNX NIFTY<br />
HIGH (Rs.) LOW (Rs.) HIGH LOW<br />
April 2008 138.00 106.50 5231 4629<br />
May 2008 132.40 119.35 5299 4802<br />
June 2008 128.90 109.00 4909 4022<br />
July 2008 117.40 101.05 4539 3790<br />
August 2008 118.80 108.00 4650 4202<br />
September 2008 133.00 106.00 4558 3715<br />
October 2008 132.70 92.50 4001 2253<br />
November 2008 111.50 101.45 3241 2503<br />
December 2008 107.00 96.80 3110 2571<br />
January 2009 116.80 101.50 3147 2662<br />
February 2009 112.80 100.00 2970 2678<br />
March 2009 111.50 96.00 3123 2539<br />
(h) Registrar and Share Transfer Agent: -<br />
The Company has appointed M/s. Karvy Computershare Private <strong>Limited</strong>, Hyderabad as its Registrar and Share Transfer Agent,<br />
to whom communications regarding change of address, transfer of shares, change of mandate etc. can be addressed. The<br />
address of the Registrar and Share Transfer Agents is as under: -<br />
Karvy Computershare Private <strong>Limited</strong>, Unit- <strong>Indraprastha</strong> <strong>Gas</strong> <strong>Limited</strong><br />
Plot No : 17- 24, Vittal Rao Nagar, Madhapur, Hyderabad - 500081<br />
Tel. Nos : 040-23420815 - 28. Fax Nos : 040-23420814/23420857.<br />
E-Mail Address : mailmanager@karvy.com Website : www.karvycomputershare.com<br />
Detailed list of Karvy Investors Centres is available at their website.<br />
(i) Share Transfer System: -<br />
The shares of the Company are compulsorily traded in dematerialized form. Shares received in physical form are transferred<br />
within a period of 30 days from the date of receipt of request subject to documents being found valid and complete in all<br />
respects.<br />
(j) Share-holding Pattern by Size as on March 31, 2009: -<br />
S. CATEGORY NO. OF SHARE- % OF SHARE- AMOUNT % OF<br />
No. AMOUNT (RS.) HOLDERS HOLDERS (RS.) AMOUNT<br />
FROM TO<br />
1 1 5000 67366 94.57 75399740 5.39<br />
2 5001 10000 2190 3.07 17957570 1.28<br />
3 10001 20000 870 1.22 13109640 0.94<br />
4 20001 30000 260 0.37 6742180 0.48<br />
5 30001 40000 102 0.14 3715150 0.26<br />
6 40001 50000 91 0.13 4300010 0.31<br />
7 50001 100000 132 0.19 9707040 0.69<br />
8 100001 & ABOVE 220 0.31 1269070270 90.65<br />
TOTAL 71231 100.00 1400001600 100.00<br />
19
(k) Categories of Shareholding as on March 31, 2009:<br />
S. CATEGORY NO. OF TOTAL NO. OF % TO SHARE<br />
NO. SHAREHOLDERS SHARES HELD. CAPITAL<br />
A PROMOTERS HOLDING<br />
- Indian Promoters 2 63000080 45.00<br />
B NON PROMOTERS HOLDING<br />
Institutions<br />
- Mutual Funds/UTI 54 19771891 14.12<br />
- Financial Institutions/ Banks 7 2339679 1.67<br />
- State Govt. 1 7000000 5.00<br />
- Insurance Companies 4 3419903 2.44<br />
- Foreign Institutional Investors 41 24048463 17.18<br />
Non- Institutions<br />
- Bodies Corporate 1062 6254528 4.47<br />
- Individuals 69228 13526752 9.67<br />
- Any Other :<br />
(i) Non resident Indians 748 577953 0.41<br />
(ii) Trusts 4 2755 0.00<br />
(iii) Clearing Members 80 58156 0.04<br />
TOTAL 71231 140000160 100.00<br />
(l) Dematerialisation of Shares and Liquidity: -<br />
The shares of the Company are compulsorily traded in dematerialized form, 72.49% of equity shares have been dematerialized<br />
as on March 31, 2009.<br />
The equity shares of the Company are actively traded at BSE & NSE.<br />
(m) Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on<br />
equity: -<br />
The Company had not issued any GDRs/ADRs/Warrants etc.<br />
(n) Address for Correspondence: -<br />
The Company Secretary,<br />
<strong>Indraprastha</strong> <strong>Gas</strong> <strong>Limited</strong>,<br />
IGL Bhawan, Plot No.4, Community Centre,<br />
Sector-9, R.K. Puram, New Delhi-110022<br />
Tel No : 011-46074607. Fax No : 011-26171863.<br />
E-Mail IDs : skjain@igl.co.in, investors@igl.co.in<br />
(o) Plant Locations: -<br />
The Company has 171 CNG stations as on March 31, 2009 spread all around the National Capital Territory of Delhi, besides 10<br />
stations in National Capital Region.<br />
20
NON-MANDATORY REQUIREMENTS<br />
(1) CHAIRMAN OF THE BOARD<br />
The Company has a Non-Executive Chairman and it bears the expenses, if any, incurred by him while performing duties for the<br />
Company.<br />
(2) REMUNERATION COMMITTEE<br />
The Board of Directors of the Company has constituted a Remuneration Committee. The scope and functions of which are as<br />
per Clause 49 of the Listing Agreement. The Managing Director and Director (Commercial) are nominated by GAIL (India) Ltd.<br />
and BPCL respectively and the terms & conditions of their appointment including remuneration are advised by their parent<br />
organizations.<br />
During the year the Remuneration Committee consisted of following Directors:<br />
1) Shri S. S. Dalal : Chairman, Non-Executive & Independent,<br />
2) Shri S. S. Rao : Member, Non-Executive & Independent<br />
(3) SHAREHOLDERS RIGHT<br />
As the Company’s half-yearly results are published in English newspapers having circulation all over India and in a Hindi newspaper<br />
widely circulated in Delhi, the same are not sent to each household of shareholders.<br />
Quarterly/Half yearly financial performance of the Company are displayed on the website of the Company at www.iglonline.net<br />
and also on the Electronic Data Information Filing and Retrieval System (EDIFAR), website of SEBI.<br />
(4) WHISTLE BLOWER POLICY<br />
The Company has a Whistle Blower Policy for employees to report irregularities/suspicions of fraud and unethical behaviour to<br />
the Chairman of Audit Committee.<br />
DECLARATION<br />
As provided under Clause 49 of the Listing Agreement with the Stock exchange(s), it is hereby declared that all the Board<br />
members and the Senior Management personnel of the Company have affirmed compliance with the Code of Conduct for the<br />
year ended March 31, 2009.<br />
sd/-<br />
Place : Mumbai (Rajesh Vedvyas)<br />
Date : May 27, 2009 Managing Director<br />
21
TO THE MEMBERS OF<br />
INDRAPRASTHA GAS LIMITED<br />
AUDITOR’S CERTIFICATE<br />
ON CORPORATE GOVERNANCE<br />
1. We have examined the compliance of conditions of Corporate Governance by <strong>Indraprastha</strong> <strong>Gas</strong> <strong>Limited</strong> (‘the<br />
Company’), for the year ended on 31 March, 2009, as stipulated in clause 49 of the Listing Agreement of the Company<br />
with the stock exchanges.<br />
2. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has<br />
been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring the<br />
compliance of the conditions of the Corporate Governance as stipulated in the said clause. It is neither an audit nor an<br />
expression of opinion on the financial statements of the Company.<br />
3. In our opinion and to the best of our information and according to the explanations given to us, we certify that except with<br />
regard to requirement of inducting one more independent director on the Board of the Company as mentioned in para II of the<br />
Report on Corporate Governance, the Company has complied with the conditions of Corporate Governance in all material<br />
aspects, as stipulated in clause 49 of the above mentioned Listing Agreement.<br />
4. We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or<br />
effectiveness with which the management has conducted the affairs of the Company.<br />
22<br />
For DELOITTE HASKINS & SELLS<br />
Chartered Accountants<br />
sd/-<br />
JITENDRA AGARWAL<br />
Place : Mumbai Partner<br />
Date : May 27, 2009 Membership No. 87104
MANAGEMENT DISCUSSION AND ANALYSIS<br />
Nature of Business<br />
The Company is in retail gas distribution business of supplying Compressed Natural <strong>Gas</strong> (CNG) to transport sector, Piped<br />
Natural <strong>Gas</strong> (PNG) to domestic & commercial sectors and Re-gassified Liquid Natural <strong>Gas</strong> (R-LNG) to industrial sector.<br />
CNG is a safe, economical & environment friendly fuel for transport sector. It is replacing traditional fossil fuels of petrol & diesel<br />
as in running cost of the vehicles, it is about 66% cheaper than Petrol and about 40% cheaper than diesel.<br />
PNG, the other fuel supplied by the Company is a safe, convenient and reliable fuel for household kitchens as well as for<br />
commercial users such as hotels, hospitals, embassies, restaurants etc.<br />
The Company is supplying R-LNG to 15 industrial consumers in NCT of Delhi.<br />
Outlook on Opportunities<br />
Natural gas has emerged as ‘fuel of choice’ all over the world and is considered as ‘fuel of the future’. The Indian <strong>Gas</strong> market has<br />
been a supply constraint market. However, with the availability of KG basin gas and import of R-LNG, this scenario is undergoing<br />
change. The increased availability of gas would meet the requirement of power, fertilizer and fast emerging City <strong>Gas</strong> distribution<br />
business in the country.<br />
Petroleum & Natural <strong>Gas</strong> Regulatory Board (PNGRB) has already started the process of bidding for setting up City <strong>Gas</strong> Distribution<br />
Projects in various cities. As a result, a large number of City <strong>Gas</strong> Distribution Companies for supply of CNG & PNG are coming<br />
up in various parts of the country. IGL, being pioneer and success story in establishing CNG as a fuel for transportation sector in<br />
NCT of Delhi, is being looked as a role model by these new City <strong>Gas</strong> Distribution Companies.<br />
The Company has been given marketing exclusivity in the NCT of Delhi for three years starting from 1 st January 2009 and<br />
network exclusivity for twenty five years by PNGRB.<br />
In the NCT of Delhi, the Company look forward many opportunities in CNG as well as PNG segments such as:-<br />
CNG :<br />
– Large scale conversion of petrol driven private vehicles to CNG mode.<br />
– Conversion of existing fleet of LCVs in Delhi to CNG mode.<br />
– Introduction of Radio Taxis and high capacity buses running on CNG.<br />
– Increase of CNG variant models by car manufacturers.<br />
– Free movement of commercial vehicles all across NCR.<br />
– Introduction of 2-wheelers on CNG.<br />
PNG :<br />
Piped Natural <strong>Gas</strong> (PNG) has become extremely popular kitchen fuel to replace LPG cylinders. Considering the total number<br />
of LPG users in Delhi and intentions of the government to remove subsidy on LPG cylinders in a phased manner, there is a huge<br />
potential in PNG segment. The Company has already covered nearly 90 colonies and plans to expand its PNG infrastructure so<br />
as to cover the entire Delhi in a phased manner in the coming years.<br />
Besides vast potential demand of CNG & PNG in NCT of Delhi, the Company has already spread its wings beyond NCT of<br />
Delhi by commencing online CNG dispensing in NCR towns of Noida and Greater Noida. The Company has also geared itself<br />
for competitive bidding being done by PNGRB for setting up of City <strong>Gas</strong> Distribution Projects in various cities.<br />
R-LNG:<br />
In NCT of Delhi and NCR towns there is significant demand potential for gas from industrial and large commercial consumers.<br />
In the past it has remained untapped due to supply constraint of gas. However, with the increasing availability of gas your<br />
23
Company intends to keep it as a focus area with target to add more and more industrial and large commercials in our customer<br />
base. This would have positive impact both on the turnover and profitability of the Company.<br />
Outlook on Threats, Risks & Concerns<br />
PNGRB has issued Regulations for authorization, exclusivity, tariffs, technical standards, service obligations etc. for City <strong>Gas</strong><br />
Distribution Companies. These regulations are having ramifications on the business of the Company, however, the Company is<br />
fully geared up to take new challenges in the emerging competitive environment.<br />
The Company has been given marketing exclusivity in NCT of Delhi for a period of three years. Thereafter, the field would be<br />
open for competition in this geographical area. However, with its first mover advantage and better understanding of the needs<br />
of its customers, the Company would be able to retain its position in the market.<br />
As regards supply of natural gas under Administered Price Mechanism (APM) is concerned, GAIL (India) <strong>Limited</strong> is the sole<br />
supplier to the Company. GAIL being one of the promoters of the Company, IGL does not foresee any risk over supply of<br />
natural gas. Moreover, gas purchase agreement with GAIL assures us of priority supply in the event of stoppage or any disruption<br />
in supply. In addition, the Company has signed agreements with BPCL and GAIL for additional gas.<br />
The Company has set up 181 CNG stations spread all over the Delhi, Noida & Greater Noida to meet the demand of transportation<br />
sector. Due to recent growth in CNG vehicles, especially private cars, there has been a need to add more CNG stations for<br />
which the speedy allocation of land from land owning agencies had been a matter of concern. However, with the support of<br />
Delhi Government, the Company is confident to get adequate numbers of land for setting up new CNG stations before the<br />
forthcoming Commonwealth Games in 2010.<br />
Compression capacity has already been augmented at existing CNG stations by putting additional compressors and replacing<br />
low capacity compressors with high capacity compressors. The Company is also trying to add more outlets of Oil Marketing<br />
Companies (OMCs) for providing CNG dispensing facilities.<br />
Performance Review- CNG & PNG<br />
Both CNG & PNG business have performed well during the year 2008-09. The Company sold 605.25 million SCM of Compressed<br />
Natural <strong>Gas</strong> (CNG) and 54.26 million SCM of Piped Natural <strong>Gas</strong> (PNG) as against 504.62 million SCM and 42.86 million SCM of<br />
CNG and PNG respectively in the financial year 2007-08.<br />
The Company has an expanding network of 181 stations for supply of CNG as on March 31, 2009. The estimated number of<br />
vehicles using CNG has gone up to more than 2.50 lakhs in March 2009 and our back-end infrastructure, compression capacity,<br />
dispensing outlets are under continuous augmentation to meet the growing demand. The Company has provided PNG connections<br />
to over 1,38,000 domestic and more than 315 commercial customers as on March 31, 2009.<br />
Financial Performance<br />
Gross turnover of Rs. 9697.76 million for the year ended March 31, 2009 showed a growth of 18.71% over the previous year<br />
turnover of Rs.8169.27 million.<br />
Profit before tax has been Rs.2588.60 million as against Rs.2608.95 million in the previous year. Profit after tax has been<br />
Rs. 1724.74 million as compared to Rs. 1744.55 million in the previous year.<br />
The Company is meeting its fund requirement through internal accruals and continue to remain a debt free Company.<br />
Share Capital<br />
Share Capital of the Company comprises Equity Share Capital of Rs.1400 million.<br />
Reserve & Surplus<br />
Reserve & Surplus of the Company were Rs. 5434.17 million as at March 31, 2009 as against Rs. 4364.60 million as at<br />
March 31, 2008.<br />
24
Earnings per share<br />
Earnings per share for the financial year 2008-09 has been Rs. 12.32 compared to Rs. 12.46 in the previous year.<br />
Internal Controls<br />
The Company has adequate Internal control procedures commensurate with its size and nature of its business. During the<br />
financial year 2008-09, M/s S.S. Kothari Mehta & Co., Chartered Accountants carried out internal audits and the internal audit<br />
reports prepared by them were placed before the Audit Committee.<br />
Human Resources<br />
The Company realizes that the challenges of the future can be best met with a competent and motivated human resource. The<br />
Company is taking various HR initiatives to add value to its pool of human talent and integration of individual goals with that of<br />
the Company. The Company is reviewing compensation packages and other facilities of its employees to make them more<br />
competitive and aligned with industry practices. Training & Development of the employees, forms an integral part of Company’s<br />
policy towards achieving its objective. The Company recognizes and appreciates the contribution of all its employees in its<br />
growth path.<br />
Environment Consciousness<br />
Our main product i.e. Compressed Natural <strong>Gas</strong> by virtue of its physical and chemical properties provides a clean and environment<br />
friendly automotive fuel to transport sector in NCT of Delhi. There has been a visible reduction in vehicular pollution, which has<br />
been appreciated by the people of Delhi. The Company is making continuous efforts to reduce pollution in Delhi and its<br />
adjoining areas. The work done by the Company has been recognized and applauded at various national & international forums.<br />
25
AUDITORS’ REPORT TO THE MEMBERS OF INDRAPRASTHA GAS LIMITED<br />
1. We have audited the attached Balance Sheet of <strong>Indraprastha</strong> <strong>Gas</strong> <strong>Limited</strong> as at 31 March, 2009, the Profit and Loss<br />
Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These<br />
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on<br />
these financial statements based on our audit.<br />
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that<br />
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material<br />
misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the<br />
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by<br />
management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a<br />
reasonable basis for our opinion.<br />
3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of subsection<br />
(4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified<br />
in paragraphs 4 & 5 of the said Order.<br />
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:<br />
a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary<br />
for the purposes of our audit;<br />
b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from<br />
our examination of those books;<br />
c. the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement<br />
with the books of account;<br />
d. in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report<br />
comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;<br />
e. On the basis of written representations received from directors, as on 31 March, 2009 and taken on record by the<br />
Board of Directors, we report that none of the directors is disqualified as on 31 March, 2009 from being appointed<br />
as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.<br />
f. in our opinion and to the best of our information and according to the explanations given to us, the said accounts,<br />
together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so<br />
required and give a true and fair view in conformity with the accounting principles generally accepted in India:<br />
i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2009;<br />
ii. in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and<br />
iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.<br />
26<br />
For DELOITTE HASKINS & SELLS<br />
Chartered Accountants<br />
sd/-<br />
JITENDRA AGARWAL<br />
Place : Mumbai Partner<br />
Date : May 27, 2009 Membership No. 87104
ANNEXURE TO THE AUDITORS’ REPORT<br />
(Referred to in paragraph 3 of our report of even date)<br />
1. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of<br />
fixed assets.<br />
b. According to the information and explanations given to us, the Company has a phased programme of physical<br />
verification of its fixed assets by which all fixed assets, other than underground gas distribution systems which are<br />
not physically verifiable, are verified over a period of two years. In accordance with this programme, a part of the<br />
fixed assets were verified during the year. In our opinion, the frequency of physical verification is reasonable having<br />
regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such<br />
verification.<br />
c. According to the information and explanations given to us, substantial part of fixed assets has not been disposed of<br />
during the year.<br />
2. a. Inventory comprises <strong>Gas</strong> and Stores and spares. According to the information and explanations given to us, inventory<br />
of stores and spares has been physically verified during the year by the Management. In our opinion, the frequency<br />
of verification of stores and spares is reasonable. According to the information and explanations given to us, the<br />
stock of gas in pipeline cannot be physically verified and is estimated on volumetric basis.<br />
b. In our opinion, the procedures of physical verification of inventories followed by the Management are reasonable<br />
and adequate in relation to the size of the Company and the nature of its business.<br />
c. In our opinion and according to the information and explanations given to us, the Company has maintained proper<br />
records of its inventories and discrepancies noted between physical inventory and book records were not material<br />
having regard to the size of the operations of the Company and the same have been properly dealt with in the books<br />
of account.<br />
3. According to the information and explanations given to us, the Company has not taken or granted any loans, secured or<br />
unsecured, from/to companies, firms or other parties covered in the register maintained under Section 301 of the Companies<br />
Act, 1956. Accordingly, the provisions of clause 4 (iii) (b), (c), (d), (e), (f) and (g) of the Companies (Auditor’s Report)<br />
Order, 2003 are not applicable to the Company.<br />
4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system<br />
commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets<br />
and for the sale of goods and services. On the basis of examination of the books of account and records of the Company<br />
and according to the information and explanations given to us, we have neither come across nor have been informed of<br />
any continuing failure to correct major weaknesses in internal control system.<br />
5. Based on the examination of the books of account and related records and according to the information and explanations<br />
given to us, there are no contracts or arrangements with companies, firms or other parties which need to be entered in<br />
the register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of clause 4 (v) (b) of the<br />
Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.<br />
6. According to the information and explanations given to us, the Company has not accepted any deposits from the public as<br />
defined under the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.<br />
7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.<br />
8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the<br />
Central Government for maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 in respect of its<br />
products and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.<br />
However, we have not made a detailed examination of the records with a view to determine whether they are accurate<br />
or complete.<br />
27
9. According to the information and explanations given to us and the records of the Company examined by us:<br />
a. The Company has generally been regular in depositing its undisputed statutory dues including Provident Fund,<br />
Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory<br />
dues within the prescribed time with the appropriate authorities during the year and there are no undisputed<br />
amounts payable in respect of these dues which have remained outstanding as at 31 March, 2009 for a period of<br />
more than six months from the date they became payable. We are informed that the Company’s operations, during<br />
the year, did not give rise to any liability for Investor Education and Protection Fund and Wealth Tax.<br />
b. According to the information and explanations given to us, the dues of Income Tax and Trade Tax, which have not<br />
been deposited by the Company on account of various disputes are as follows:<br />
Name of Nature Amount Amount Period to Forum where<br />
Statute of Dues Demanded Paid under which the the dispute<br />
(Rs.) protest amount is pending<br />
(Rs.) relates<br />
Income Tax Income Tax 143,053 71,600 Assessment Income Tax appellate<br />
Act, 1961 Year 2001-2002 Tribunal, Delhi<br />
Income Tax Income Tax 27,320 - Assessment Remanded back by<br />
Act, 1961 Year 2002-2003 Income Tax Appellate<br />
Tribunal, Delhi to<br />
Assessing Officer<br />
Income Tax Income Tax 13,189,332 1,747,116 Assessment Remanded back by<br />
Act, 1961 Year 2003-2004 Income Tax Appellate<br />
Tribunal, Delhi to<br />
Assessing Officer<br />
Income Tax Income Tax 5,581,256 - Assessment Commissioner of<br />
Act, 1961 Year 2003-2004 Income Tax (Appeals)<br />
Income Tax Income Tax 9,599,124 4,800,000 Assessment Remanded back by<br />
Act, 1961 Year 2004-2005 Income Tax Appellate<br />
Tribunal, Delhi to<br />
Assessing Officer<br />
Income Tax Income Tax 34,009,173 25,500,186 Assessment Remanded back by<br />
Act, 1961 Year 2005-2006 Income Tax Appellate<br />
Tribunal, Delhi to<br />
Assessing Officer<br />
Income Tax Income Tax 740,029 740,000 Assessment Commissioner of<br />
Act, 1961 Year 2006-2007 Income Tax (Appeals)<br />
VAT-UP VAT 1,776,435 863,019 Assessment UP VAT<br />
Trade Tax, Year 2007-2008 Appellate Tribunal<br />
1948<br />
We are informed that there are no dues in respect of Wealth Tax, Service tax, Customs Duty, Excise Duty and Cess,<br />
which have not been deposited on account of any dispute.<br />
10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the<br />
financial year and in the immediately preceding financial year.<br />
28
11. Based on our examination of the books of account and related records and according to information and explanation given<br />
to us, we are of the opinion that the Company has not defaulted in repayment of dues to its bankers. The Company did<br />
not have any outstanding dues to any financial institutions or debenture-holders during the year.<br />
12. According to information and explanation given to us and based on documents and records examined by us, the Company<br />
has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.<br />
13. In our opinion and according to information and explanation given to us, the Company is not a chit fund or a nidhi/mutual<br />
benefit fund/society. Accordingly, the provisions of clause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 are not<br />
applicable to the Company.<br />
14. In our opinion and according to information and explanation given to us, the Company does not deal in trading of shares,<br />
securities, debentures and other investments.<br />
15. According to information and explanation given to us, the Company has not given any guarantee for loans taken by others<br />
from bank or financial institutions during the year.<br />
16. Based on the examination of the books of account and related records and according to the information and explanations<br />
given to us, the Company has not availed any term loan during the year.<br />
17. According to the information and explanations given to us, and on an overall examination of the balance sheet of the<br />
Company, funds raised on short-term basis have prima facie, not been utilised for long term investment.<br />
18. According to information and explanation given to us and the records of the Company examined by us, the Company has<br />
not made any preferential allotment of shares to parties and companies covered in the Register maintained under section<br />
301 of the Companies Act, 1956.<br />
19. According to information and explanation given to us and the records of the Company examined by us, the Company has<br />
not issued any debentures.<br />
20. According to information and explanation given to us and the records of the Company examined by us, the Company has<br />
not raised any money from public issue during the year under report.<br />
21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported<br />
during the year.<br />
29<br />
For DELOITTE HASKINS & SELLS<br />
Chartered Accountants<br />
sd/-<br />
JITENDRA AGARWAL<br />
Place : Mumbai Partner<br />
Date : May 27, 2009 Membership No. 87104
BALANCE SHEET AS AT MARCH 31, 2009<br />
As At As At<br />
PARTICULARS Schedule March 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
SOURCES OF FUNDS<br />
SHAREHOLDERS’ FUNDS<br />
Share Capital 1 1,400,001,600 1,400,001,600<br />
Reserves and Surplus 2 5,434,166,957 4,364,597,089<br />
30<br />
6,834,168,557 5,764,598,689<br />
DEFERRED TAX LIABILITY 3 208,928,335 238,507,714<br />
DEPOSIT FROM CUSTOMERS 265,391,727 68,322,734<br />
(Refer to Note 6 on Schedule 15)<br />
APPLICATION OF FUNDS<br />
FIXED ASSETS<br />
7,308,488,619 6,071,429,137<br />
Gross Block 4 8,172,030,658 6,680,055,476<br />
Less :Accumulated depreciation 3,777,320,224 3,104,240,385<br />
Net Block 4,394,710,434 3,575,815,091<br />
Capital Work-in-Progress 816,291,651 589,661,342<br />
5,211,002,085 4,165,476,433<br />
INVESTMENTS 5 1,041,779,040 1,088,374,822<br />
CURRENT ASSETS,<br />
LOANS AND ADVANCES<br />
Inventories 6 237,448,467 229,194,695<br />
Sundry debtors 7 318,736,342 226,426,991<br />
Cash and bank balances 8 1,461,682,396 1,398,871,158<br />
Other current assets 9 20,386,151 18,084,155<br />
Loans and advances 10 553,947,480 406,546,441<br />
2,592,200,836 2,279,123,440
BALANCE SHEET AS AT MARCH 31, 2009<br />
As At As At<br />
PARTICULARS Schedule March 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
Less: Current Liabilities<br />
and Provisions 11<br />
Current Liabilities 857,443,698 788,384,416<br />
Provisions 679,049,644 673,161,142<br />
31<br />
1,536,493,342 1,461,545,558<br />
Net Current Assets 1,055,707,494 817,577,882<br />
Notes to the Accounts 15<br />
The Schedules referred to above form an integral part of the accounts<br />
As per our report of even date attached<br />
For Deloitte Haskins & Sells For and on behalf of the Board of Directors<br />
Chartered Accountants<br />
7,308,488,619 6,071,429,137<br />
sd/- sd/- sd/-<br />
Jitendra Agarwal Rajesh Vedvyas Manmohan Singh<br />
Partner Managing Director Director (Commercial)<br />
Membership No.: 87104<br />
Place: Mumbai Place: Mumbai<br />
Date: 27 May, 2009 Date: 27 May, 2009<br />
sd/- sd/-<br />
S.K. Jain Rajesh Agrawal<br />
Company Secretary Chief General Manager<br />
(Finance)
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009<br />
For the year ended For the year ended<br />
PARTICULARS Schedule March 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
INCOME<br />
Sales<br />
Compressed Natural <strong>Gas</strong> 8,698,946,204 7,407,413,550<br />
Less: Discount 76,385,622 71,291,214<br />
32<br />
8,622,560,582 7,336,122,336<br />
Less: Excise Duty 1,093,666,479 1,038,197,499<br />
7,528,894,103 6,297,924,837<br />
Piped Natural <strong>Gas</strong> 998,812,253 761,858,220<br />
8,527,706,356 7,059,783,057<br />
Other Income 12 262,204,468 234,380,538<br />
EXPENDITURE<br />
8,789,910,824 7,294,163,595<br />
(Increase)/Decrease in Inventories 13 (628,837) (70,268)<br />
Cost of Natural <strong>Gas</strong> Purchased 4,108,297,315 3,029,441,504<br />
(Refer note 12, Schedule 15)<br />
Operating and Other Expenses 14 1,419,304,691 1,030,070,121<br />
Depreciation 4 674,335,952 625,767,189<br />
6,201,309,121 4,685,208,546<br />
Profit for the year before tax 2,588,601,703 2,608,955,049<br />
Provision for Taxation<br />
Current Tax 887,306,208 925,171,113<br />
Fringe Benefit Tax 6,132,257 2,419,343<br />
Deferred Tax Charge / (Credit) (29,579,379) (63,190,960)<br />
Profit after Tax 1,724,742,617 1,744,555,553<br />
Brought forward from previous year 3,835,430,988 2,920,503,739<br />
Profit available for appropriations 5,560,173,605 4,665,059,292
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009<br />
For the year ended For the year ended<br />
PARTICULARS Schedule March 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
APPROPRIATIONS<br />
Proposed Dividend 560,000,640 560,000,640<br />
Corporate Dividend Tax on Proposed Dividend 95,172,109 95,172,109<br />
Transferred to General Reserve 172,474,262 174,455,555<br />
Balance carried to the Balance Sheet 4,732,526,594 3,835,430,988<br />
33<br />
5,560,173,605 4,665,059,292<br />
Basic/Diluted Earnings Per Share 12.32 12.46<br />
(Refer to note 2.13 & 7 on Schedule 15)<br />
Notes to the Accounts 15<br />
The Schedules referred to above form an integral part of the accounts<br />
As per our report of even date attached<br />
For Deloitte Haskins & Sells For and on behalf of the Board of Directors<br />
Chartered Accountants<br />
sd/- sd/- sd/-<br />
Jitendra Agarwal Rajesh Vedvyas Manmohan Singh<br />
Partner Managing Director Director (Commercial)<br />
Membership No.: 87104<br />
Place: Mumbai Place: Mumbai<br />
Date: 27 May, 2009 Date: 27 May, 2009<br />
sd/- sd/-<br />
S.K. Jain Rajesh Agrawal<br />
Company Secretary Chief General Manager<br />
(Finance)
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009<br />
For the year ended For the year ended<br />
PARTICULARS March 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
A. CASH FLOW FROM OPERATING ACTIVITIES<br />
Net Profit Before Tax 2,588,601,703 2,608,955,049<br />
Add:<br />
Depreciation for the year 674,335,952 625,767,189<br />
Unrealised foreign exchange loss 9,121,327 -<br />
Assets written off 330,428 7,656,565<br />
Provision for inventory obsolescence/ written off 5,049,854 4,509,290<br />
Provision for doubtful debts 865,500 1,025,676<br />
Less:<br />
34<br />
3,278,304,764 3,247,913,769<br />
Income from Short Term Deposits with Banks 150,249,969 78,950,614<br />
Income from Mutual Fund Investments 68,420,479 85,864,790<br />
Unrealised foreign exchange gain - 5,387,706<br />
Operating Profit before Working Capital Changes 3,059,634,316 3,077,710,659<br />
Deposits received during the year (Net) 197,068,994 14,472,015<br />
(Increase)/ Decrease in current assets<br />
Debtors (93,174,851) (39,204,975)<br />
Other current assets (2,301,996) (9,682,023)<br />
Loans and Advances (69,156,573) (72,174,410)<br />
Inventories (13,303,627) (25,382,090)<br />
Increase/(Decrease) in current<br />
liabilities and provisions<br />
Current liabilities and Provisions 65,826,457 52,604,950<br />
Cash generated from operating<br />
activities before taxes 3,144,592,720 2,998,344,126<br />
Taxes paid (net) (958,293,136) (954,121,077)<br />
Net Cash from Operating Activities 2,186,299,584 2,044,223,049
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009<br />
For the year ended For the year ended<br />
PARTICULARS March 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
B. CASH FLOW FROM INVESTING ACTIVITIES<br />
Purchase of Fixed Assets (net of Sales) (1,720,192,032) (854,572,710)<br />
Income from Mutual Fund Investments 68,420,479 85,864,790<br />
Interest received on Deposits 136,860,174 22,227,292<br />
Net Cash from/(Used in) investing Activities (1,514,911,379) (746,480,628)<br />
C. CASH FLOW FROM FINANCING ACTIVITIES<br />
Payment of Dividend and Dividend Tax (655,172,749) (491,379,562)<br />
Net Cash from/(Used in) Financing Activities (655,172,749) (491,379,562)<br />
NET INCREASE IN CASH AND<br />
CASH EQUIVALENTS 16,215,456 806,362,859<br />
Cash and Cash Equivalents<br />
at the beginning of the year 2,487,245,980 1,680,883,121<br />
Cash and Cash Equivalents at the end of the year 2,503,461,436 2,487,245,980<br />
Notes to Cash Flow Statement:<br />
Cash and cash equivalents comprise:<br />
Cash in hand 17,989,973 14,819,581<br />
Balances with banks 1,443,692,423 1,384,051,577<br />
Investments in Mutual Funds 1,041,779,040 1,088,374,822<br />
As per our report of even date attached<br />
For Deloitte Haskins & Sells For and on behalf of the Board of Directors<br />
Chartered Accountants<br />
35<br />
2,503,461,436 2,487,245,980<br />
sd/- sd/- sd/-<br />
Jitendra Agarwal Rajesh Vedvyas Manmohan Singh<br />
Partner Managing Director Director (Commercial)<br />
Membership No.: 87104<br />
sd/- sd/-<br />
S.K. Jain Rajesh Agrawal<br />
Company Secretary Chief General Manager<br />
(Finance)<br />
Place: Mumbai Place: Mumbai<br />
Date: 27 May, 2009 Date: 27 May, 2009
SCHEDULES FORMING PART OF THE ACCOUNTS<br />
As At As At<br />
PARTICULARS Mar 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
SCHEDULE 1 - SHARE CAPITAL<br />
Authorised Capital<br />
220,000,000 Equity shares of Rs.10 each 2,200,000,000 2,200,000,000<br />
Issued, Subscribed and paid up<br />
140,000,160 Equity shares of Rs.10 each, fully paid up 1,400,001,600 1,400,001,600<br />
[Of the above, 18,984,351 (previous year 18,984,351)<br />
equity shares of Rs.10 each were allotted as fully paid up,<br />
pursuant to a contract for a consideration other<br />
than cash]<br />
SCHEDULE 2 - RESERVES AND SURPLUS<br />
General Reserve<br />
36<br />
1,400,001,600 1,400,001,600<br />
Opening Balance 529,166,101 354,710,546<br />
Add: Transferred from Profit and loss account 172,474,262 174,455,555<br />
Closing balance 701,640,363 529,166,101<br />
Profit and Loss Account 4,732,526,594 3,835,430,988<br />
SCHEDULE 3 - DEFERRED TAX LIABILITY<br />
Deferred tax liabilities on:<br />
5,434,166,957 4,364,597,089<br />
Accumulated depreciation 221,725,746 247,540,586<br />
Deferred tax assets on:<br />
Provision for gratuity 2,636,331 2,079,801<br />
Provision for leave encashment 5,479,426 4,034,454<br />
Provision for inventory/doubtful debts 4,681,654 2,918,617<br />
12,797,411 9,032,872<br />
208,928,335 238,507,714
SCHEDULES FORMING PART OF THE ACCOUNTS<br />
SCHEDULE 4 - FIXED ASSETS<br />
(Refer to notes 2.3, 2.4, 2.9 and 9 Schedule 15)<br />
PARTICULARS GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK<br />
Sales / On sales /<br />
As At Additions Adjustments As At Upto For the adjustments Upto As At As at<br />
April 1, 2008 for the year for the year March 31,2009 March 31, 2008 Year for the year Mar 31,2009 Mar 31,2009 March 31, 2008<br />
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)<br />
Tangible Assets<br />
Leasehold land (Foot note 1) 91,608,753 12,571,181 - 104,179,934 19,269,498 2,708,790 - 21,978,288 82,201,646 72,339,255<br />
Buildings (Foot note 2) 854,089,936 176,987,310 - 1,031,077,246 154,706,324 36,848,047 - 191,554,371 839,522,875 699,383,612<br />
Plant and machinery (Foot note 3) 5,603,549,431 1,286,289,874 (211,915) 6,889,627,390 2,884,090,313 617,221,517 (131,798) 3,501,180,032 3,388,447,358 2,719,459,118<br />
Furniture, fixtures and fittings 47,381,668 9,385,248 (389,235) 56,377,681 10,944,716 3,110,716 (196,148) 13,859,284 42,518,397 36,436,952<br />
Vehicles 1,063,683 1,244,951 - 2,308,634 311,972 128,975 - 440,947 1,867,687 751,711<br />
Electronic data processing equipment 35,155,837 6,065,966 (1,016,664) 40,205,139 19,741,172 4,845,076 (928,167) 23,658,081 16,547,058 15,414,665<br />
Intangible Assets<br />
Computer software 47,206,168 1,048,466 - 48,254,634 15,176,390 9,472,831 - 24,649,221 23,605,413 32,029,778<br />
37<br />
6,680,055,476 1,493,592,996 (1,617,814) 8,172,030,658 3,104,240,385 674,335,952 (1,256,113) 3,777,320,224 4,394,710,434 3,575,815,091<br />
Previous year 6,131,357,579 578,461,541 (29,763,644) 6,680,055,476 2,496,940,029 625,767,189 (18,466,833) 3,104,240,385 3,575,815,091 3,634,417,550<br />
Capital work-in-progress 816,291,651 589,661,342<br />
(Includes capital advances and capital inventory)<br />
NOTES:<br />
1. Gross block of leasehold land includes land amounting to Rs. 66,212,104 (previous year Rs. 66,212,104) obtained on lease from the Land & Development Office, New Delhi, under<br />
licensing arrangement and pending execution of the related lease agreements.<br />
2. Buildings have been constructed on land acquired on lease from various Government Authorities<br />
3. Additions to fixed assets are net of Rs. 212,020,977 (previous year Rs 221,355,549) on account of recoveries from PNG customers towards the cost of installation of PNG pipeline<br />
network.
SCHEDULES FORMING PART OF THE ACCOUNTS<br />
As At As At<br />
March 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
SCHEDULE 5 - INVESTMENTS (CURRENT UNQUOTED - NON TRADE)<br />
(at cost or fair value whichever is lower)<br />
Name of Mutual Fund NAV as at Face Value as at No. of units as at No. of units as at<br />
March 31, 2009 March 31, 2009 March 31, 2009 March 31, 2008<br />
HDFC - FRIF - STF - WP 10.08 10.00 25,042,911 - 252,455,080<br />
Kotak Flexi Debit Scheme-Daily Dividend 10.05 10.00 23,613,139 - 237,253,010<br />
Reliance Liquid Plus/Money Manager Fund 1,001.14 1,000.00 251,353 - 251,638,969<br />
DWS Liquid Plus/DWS Ultra Short Term Fund - IP 10.02 10.00 8,235,259 - 82,500,000<br />
JP Morgan Liquid Plus Fund 10.01 10.00 21,773,819 - 217,931,981<br />
Franklin Templeton Floating Rate Income Fund-SIP - - - 10,493,190 - 105,045,231<br />
HDFC Cash Management Fund - FRIF-STF-Wholesale Plan - - - 20,289,246 - 204,533,862<br />
Principal Floating Rate Fund-Flexible Maturity Plan-IP - - - 15,035,709 - 150,542,030<br />
Tata Floating Fund - - - 20,588,342 - 206,616,361<br />
Birla Liquid Plus-IP - - - 17,112,281 - 171,239,172<br />
LIC Liquid Plus Fund - - - 20,534,323 - 205,343,226<br />
Birla Cash Plus - Institutional Premium - Daily Dividend - - - 4,496,725 - 45,054,940<br />
1,041,779,040 1,088,374,822<br />
38<br />
Units purchased and sold during the year<br />
Purchased Sold<br />
Purchased Sold<br />
Name of Mutual Fund Scheme No. of Units No. of Units<br />
Tata Floating Fund 38,963,302 59,551,644<br />
Name of Mutual Fund Scheme No. of Units No. of Units<br />
Franklin Templeton Floating Rate Income Fund-SIP 9,597,351 20,090,541<br />
Birla Cash Plus - Institutional Premium - Daily Dividend 6,629 4,503,354<br />
Birla Liquid Plus-IP 63,116,434 80,228,715<br />
ABN Amro Money Plus Fund 6,525,721 6,525,721<br />
DSP Blackrock Liquid Plus - IP 201,381 201,381<br />
Sundaram BNP Paribas Liquid Plus -SIP 28,368,327 28,368,327<br />
LIC Liquid Plus Fund 41,150,279 61,684,602<br />
HDFC Cash Management Fund -Savings Plus<br />
Wholesale Daily Dividend 45,042,941 45,042,941<br />
LIC Floating Rate Fund STP Dividend 20,010,028 20,010,028<br />
ING Liquid Plus 20,109,880 20,109,880<br />
HDFC - FRIF - STF - WP 25,042,911 -<br />
HDFC Cash Management Fund - FRIF-STF-Wholesale Plan 4,236,259 24,525,505<br />
DWS Liquid Plus/DWS Ultra Short Term Fund - IP 61,582,257 53,346,998<br />
Grindlays FRIF IP - LTP - Plan B 10,071,329 10,071,329<br />
HSBC Liquid Plus Fund - IP Plus 11,038,976 11,038,976<br />
Kotak Flexi Debit Scheme-Daily Dividend 23,613,139 -<br />
Canara Robeco Liquid Plus - IP 37,585,968 37,585,968<br />
Canara Robeco Liquid -SIP 20,110,861 20,110,861<br />
Kotak Liquid Insti. Prem Plan 5,656,149 5,656,149<br />
Kotak Floater Long Term 24,869,063 24,869,063<br />
JP Morgan Liquid Plus Fund 44,684,074 22,910,255<br />
IDFC Liquid Plus - Treasury Plan B 9,482,733 9,482,733<br />
ICICI Prudential Flexible Income Plan 18,966,850 18,966,850<br />
ICICI Prudential Floating Rate Fund Plan-D- Daily Dividend 11,184,569 11,184,569<br />
IDFC Liquid Plus / Money Manager - Treasury Plan C 30,145,906 30,145,906<br />
JM Money Manager Fund - Super Plus 12,032,631 12,032,631<br />
Reliance Liquid Plus/Money Manager Fund 331,553 80,200<br />
Principal Floating Rate Fund-Flexible Maturity Plan-Ip 32,765,154 47,800,863
SCHEDULES FORMING PART OF THE ACCOUNTS<br />
As at As at<br />
PARTICULARS Mar 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
SCHEDULE 6 - INVENTORIES<br />
CNG and Natural <strong>Gas</strong> in Pipeline<br />
(at lower of cost or net realisable value) 3,839,159 3,210,322<br />
Stores and spares (at cost)<br />
(Refer note 2.6 of schedule 15) 245,491,753 233,545,388<br />
Less: Provision for obsolescence (11,882,445) 233,609,308 (7,561,015)<br />
SCHEDULE 7 - SUNDRY DEBTORS<br />
Secured - Considered good<br />
39<br />
237,448,467 229,194,695<br />
Exceeding six months 297,819 26,130<br />
Others 65,124,479 65,422,298 45,682,087<br />
45,708,217<br />
Unsecured<br />
Exceeding six months<br />
-Considered good 4,118,073 2,932,215<br />
-Considered doubtful 1,891,176 1,025,676<br />
Less: Provision for Doubtful Debts (1,891,176) (1,025,676)<br />
4,118,073 2,932,215<br />
Others considered good 249,195,971 177,786,559<br />
SCHEDULE 8 - CASH AND BANK BALANCES<br />
318,736,342 226,426,991<br />
Cash in hand 17,989,973 14,819,581<br />
Balances with Scheduled Banks:<br />
On current accounts 41,911,146 88,947,335<br />
On fixed deposit accounts (including under lien Rs. 555,084;<br />
previous year Rs. 939,040) 1,401,781,277 1,295,104,242<br />
1,461,682,396 1,398,871,158
SCHEDULES FORMING PART OF THE ACCOUNTS<br />
As At As At<br />
PARTICULARS March 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
SCHEDULE 9 - OTHER CURRENT ASSETS<br />
(Unsecured, considered good)<br />
Income accrued and not due 20,386,151 18,084,155<br />
SCHEDULE 10 - LOANS AND ADVANCES<br />
(Unsecured, considered good)<br />
40<br />
20,386,151 18,084,155<br />
Advances recoverable in cash or in kind or<br />
for value to be received * 242,761,566 231,215,515<br />
Security deposits 22,232,385 3,278,951<br />
Interest accrued but not due on Fixed Deposits 62,767,403 49,377,608<br />
Advance tax (net of provision for taxation<br />
Rs. 4,080,372,123 previous year Rs.3,180,290,456) 122,855,363 58,000,692<br />
Balance with Excise authorities 103,330,763 64,673,675<br />
* Includes amounts due from directors of the company<br />
Rs. Nil (previous year Rs. Nil)<br />
Maximum amount outstanding at any time during the year<br />
Rs. 10,000 (previous year Rs.97,020)<br />
553,947,480 406,546,441
SCHEDULES FORMING PART OF THE ACCOUNTS<br />
As At As At<br />
PARTICULARS March 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
SCHEDULE 11 - CURRENT LIABILITIES AND<br />
PROVISIONS<br />
(A) CURRENT LIABILITIES<br />
Note<br />
Sundry Creditors * 835,989,336 772,484,991<br />
Unclaimed Dividend # 3,578,388 2,021,735<br />
Other liabilities 17,875,974 13,877,690<br />
* There are no dues outstanding to small scale industrial<br />
undertakings. Presently, the Company does not have information<br />
with regard to the parties covered, if any, under the Micro, Small<br />
and Medium Enterprises Development Act, 2006.<br />
# There is no amount due and outstanding at the year end to be<br />
credited to Investor Education and Protection Fund.<br />
(B) PROVISIONS<br />
41<br />
857,443,698 788,384,416<br />
Proposed Dividend 560,000,640 560,000,640<br />
Corporate Dividend Tax on Proposed Dividend 95,172,109 95,172,109<br />
Gratuity 7,756,195 6,118,860<br />
Leave Encashment 16,120,700 11,869,533<br />
679,049,644 673,161,142
SCHEDULES FORMING PART OF THE ACCOUNTS<br />
For the year ended For the year ended<br />
PARTICULARS March 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
SCHEDULE 12 - OTHER INCOME<br />
Interest on short term deposits with banks 150,249,969 78,950,614<br />
[Gross of tax deducted at source Rs.30,489,524<br />
(previous year Rs.10,430,091)]<br />
Income from Mutual Fund Investments 68,420,479 85,864,790<br />
(current non trade investments)<br />
Liabilities/ provisions no longer required<br />
written back 23,876,506 16,968,852<br />
Foreign exchange gain (Net) - 5,357,775<br />
Miscellaneous income 19,657,514 47,238,507<br />
SCHEDULE 13 - (INCREASE)/DECREASE IN INVENTORIES<br />
42<br />
262,204,468 234,380,538<br />
Closing Stock of CNG and Natural <strong>Gas</strong> 3,839,159 3,210,322<br />
Opening Stock of CNG and Natural <strong>Gas</strong> 3,210,322 3,140,054<br />
(Increase)/Decrease in Inventories (628,837) (70,268)
SCHEDULES FORMING PART OF THE ACCOUNTS<br />
For the year ended For the year ended<br />
PARTICULARS March 31, 2009 March 31, 2008<br />
(Rs.) (Rs.)<br />
SCHEDULE 14 - OPERATING AND<br />
OTHER EXPENSES<br />
Operating expenses at CNG stations 212,425,045 153,030,719<br />
Dealers’ commission 89,618,809 71,773,426<br />
Stores and spares consumed 201,053,719 169,117,722<br />
Power and fuel 149,010,428 90,116,169<br />
Rent<br />
Hire charges:<br />
66,068,792 59,134,558<br />
- Vehicle 63,374,304 44,808,413<br />
- Equipment 24,445,007 29,961,326<br />
Rates and taxes<br />
Repairs:<br />
2,105,661 2,771,561<br />
- Buildings 21,839,026 29,406,146<br />
- Plant and machinery 143,268,475 64,294,382<br />
- Others 11,804,077 10,931,052<br />
Personnel expenses: (see note 10) 176,911,578<br />
- Salaries, wages and bonus 199,995,004 132,378,732<br />
- Contribution to provident and other funds 7,500,760 6,401,914<br />
- Welfare Expenses 27,834,378 13,779,324<br />
Insurance<br />
235,330,142<br />
7,983,806 12,847,707<br />
Legal and Professional Expenses (see note 14) 25,818,315 23,970,853<br />
Travelling Expenses 13,737,353 11,509,339<br />
Advertisement Expenses 13,017,341 11,460,778<br />
Security Expenses 37,885,169 34,110,008<br />
Loss on assets sold or discarded 330,428 7,656,565<br />
Provision for doubtful debts 865,500 1,025,676<br />
Provision for inventory obsolescence/ written off 5,049,854 4,509,290<br />
Bank charges 22,768,100 10,050,619<br />
Miscellaneous expenses 71,505,340 35,023,842<br />
43<br />
1,419,304,691 1,030,070,121
SCHEDULE 15<br />
NOTES TO THE ACCOUNTS<br />
1. Background<br />
<strong>Indraprastha</strong> <strong>Gas</strong> <strong>Limited</strong> (‘The Company’) was incorporated on December 23, 1998 under the Companies Act, 1956. It<br />
is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).<br />
The Company is a joint venture between GAIL India <strong>Limited</strong> and Bharat Petroleum Corporation <strong>Limited</strong>. The Company’s<br />
business consists of sale of Compressed Natural <strong>Gas</strong> (CNG) and Piped Natural <strong>Gas</strong> (PNG).<br />
2. Significant Accounting Policies<br />
2.1 Basis of preparation of financial statements<br />
The financial statements are prepared on the accrual basis under the historical cost convention in accordance with<br />
Generally Accepted Accounting Principles, the provisions of the Companies Act, 1956 and applicable Accounting<br />
Standards prescribed under Section 211(3C) of the Companies Act, 1956.<br />
2.2 Use of estimates<br />
The preparation of financial statements in conformity with generally accepted accounting principles requires<br />
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure<br />
of contingent liabilities on the date of financial statements. Actual results in future could differ from those estimates.<br />
Any revision to accounting estimates is recognized prospectively in current and future periods.<br />
2.3 Fixed assets<br />
a) Fixed assets are stated at their original cost including freight, duties, taxes and other incidental expenses relating<br />
to acquisition and installation and are net of recoveries from PNG customers towards the cost of installation of<br />
PNG pipeline network.<br />
b) Expenditure incurred during the period of construction, including all direct and indirect expenses, incidental<br />
and related to construction, is carried forward and on completion, the costs are allocated to the respective<br />
fixed assets.<br />
c) <strong>Gas</strong> distribution systems are commissioned on commencement of supply of gas to consumers. In the case of<br />
commissioned assets where final payment to the contractors is pending, capitalization is made on an estimated<br />
basis pending receipt of final bills from the contractors, and subject to adjustment in cost and depreciation in<br />
the year of final settlement.<br />
d) Insurance spares are capitalized with the cost of plant and machinery and depreciated over the useful life of the<br />
respective asset.<br />
e) Capital inventory represents items of capital nature lying in the stores and valued at cost.<br />
f) Intangible assets comprising ERP software are amortised using straight line method over an estimated useful<br />
period of 5 years.<br />
g) The carrying amount of assets, including those assets that are not yet available for use, are reviewed at each<br />
balance sheet date to determine whether there is any indication of impairment. If any such indication exists,<br />
recoverable amount of asset is determined. An impairment loss is recognized in the profit and loss account<br />
whenever the carrying amount of an asset exceeds its recoverable amount. An impairment loss is reversed<br />
only to the extent that the carrying amount of asset does not exceed the net book value that would have been<br />
determined if no impairment loss had been recognized.<br />
44
2.4 Depreciation and amortization<br />
(Also refer to Note 5)<br />
Depreciation is charged on a pro-rata basis on the straight line method over the estimated useful lives of assets,<br />
determined as follows:<br />
Mother Compressors, Online Compressors 7 years<br />
and Booster Compressors<br />
Leasehold land Over the period of lease<br />
Bunkhouses 5 years<br />
Signages 10 years<br />
All other assets Rates prescribed under Schedule XIV<br />
to the Companies Act, 1956<br />
Assets costing Rs. 5,000 or less are fully depreciated in the year of purchase. Rates of depreciation are equal to or<br />
more than Schedule XIV to the Companies Act, 1956.<br />
2.5 Investments<br />
Current investments are stated at the lower of cost and fair value.<br />
2.6 Inventories<br />
a) Stores and spares are valued at cost on weighted average basis. Provision for obsolescence is made where<br />
necessary.<br />
b) Stock of CNG in cascades and Natural <strong>Gas</strong> in pipelines is valued at the lower of cost on First in First out (FIFO)<br />
basis or net realisable value.<br />
c) Closing stock of Natural <strong>Gas</strong> in pipelines and cascades is estimated on a volumetric basis.<br />
2.7 Revenue recognition<br />
a) Revenue on sale of Piped Natural <strong>Gas</strong> is recognized based on consumption by the customer.<br />
b) Revenue on sale of Compressed Natural <strong>Gas</strong> (CNG) is recognized on sale of gas to customers from CNG<br />
stations.<br />
c) Income from deposits is recognized on a time proportion basis. Dividend income from investment in mutual<br />
funds is recognized, when the Company’s right to receive payment is established.<br />
2.8 Foreign currency transactions<br />
Transactions in foreign currency are translated at the exchange rates prevailing on the date of the transaction. Monetary<br />
foreign currency assets and liabilities are translated at exchange rates prevailing as at the year-end. Exchange gains or<br />
losses arising out of fluctuation in exchange rates on settlement during the year and/or translation at year-end are<br />
recognized in the profit and loss account.<br />
2.9 Borrowing costs<br />
Borrowing costs that are directly attributable to the acquisition or construction of an eligible capital asset is capitalized<br />
as a part of the cost of that asset. Other borrowing costs are recognized as an expense in the period in which they<br />
are incurred.<br />
2.10 Retirement benefits<br />
Incremental liabilities in respect of gratuity, leave encashment and sick leave are provided on the basis of actuarial<br />
valuation as at the balance sheet date and are charged to the profit and loss account. Contributions for provident<br />
fund are charged to the profit and loss account as incurred.<br />
2.11 Operating leases<br />
Lease rentals are recognized as an expense in the profit and loss account on straight-line basis over the term of the<br />
lease.<br />
45
2.12 Taxation<br />
Income tax expense comprises current tax, deferred tax and fringe benefit tax. Current Tax and Fringe Benefit Tax<br />
is amount of tax for the period determined in accordance with the Income-tax Act, 1961. Deferred Tax charge or<br />
credit reflects the tax effects of timing differences between accounting income and taxable income for the period.<br />
The deferred tax charge or credit and the corresponding deferred tax liability or deferred tax asset are recognized<br />
using the tax rates that have been enacted or substantially enacted by the Balance Sheet date. Deferred tax assets<br />
are recognized only to the extent there is reasonable certainty of realisation in the future. Such assets are reviewed<br />
at each balance sheet date to reassess realisation. Where there are unabsorbed depreciation and carry forward<br />
losses under tax laws, deferred tax assets are recognized only if there is virtual certainty supported by convincing<br />
evidence that such deferred tax assets can be realised in future.<br />
2.13 Earnings per share<br />
Basic earning per share is computed using the weighted average number of equity shares outstanding during the<br />
year. Diluted earning per share is computed using the weighted average number of equity and dilutive equity equivalent<br />
shares outstanding during the year, except where the results would be anti dilutive.<br />
2.14 Contingencies<br />
A provision is recognized in the financial statements where there exists a present obligation as a result of a past<br />
event, the amount of which can be reliably estimated, and it is probable that an outflow of resources would be<br />
necessitated in order to settle the obligation. Contingent liability is a possible obligation that arises from past events<br />
and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain<br />
future events, not wholly within the control of the enterprise, or is a present obligation that arises from past events<br />
but is not recognized because either it is not probable that an outflow of resources embodying economic benefits<br />
will be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made.<br />
2.15 Deposits with Government Agencies, Local Authorities and Other Electricity Companies<br />
Deposits given to Government agencies, local authorities and other electricity companies which are perennial in<br />
nature are charged to revenue in the year of payment.<br />
3. Contingent liabilities<br />
3.1 Income Tax cases<br />
In respect of Assessment Year 2001-02 to Assessment Year 2006-07, the department disallowed certain claims made<br />
or set offs availed by the Company. This resulted into adjustments to past carried forward losses aggregating Rs<br />
29,448,913 (previous year Rs. 29,448,913) and demands raised aggregating Rs. 63,289,287 (Previous year Rs.<br />
56,968,002) against which Company has deposited Rs. 32,858,902 (Previous Year Rs. 22,118,716) under protest.<br />
The Company has filed appeals against the above which are pending at various stages.<br />
3.2 UP Trade Tax Cases<br />
The Commercial Tax department of Uttar Pradesh has raised the demand towards UP Trade Tax for the Assessment<br />
year 2007-08 amounting to Rs. 1,776,435 (Previous year Rs. 1,776,435) against which Rs. 863,019 (Previous Year Rs.<br />
863,019) has been deposited and a Bank Guarantee of Rs. 914,000 is issued in favour of the department. The<br />
Company has filed appeals against the above demand with Tribunal, Commercial Taxes, Noida.<br />
3.3 Bank Guarantees<br />
The Company’s total liability towards un-expired Bank Guarantees is Rs.494,809,876 (Previous year Rs. 219,175,559).<br />
3.4 Service charges<br />
During the year the Company has received a demand of Rs. 43,745,684 towards service charges on purchase of<br />
natural gas for the period 1 July, 2008 to 31 March, 2009 The Company is of the view that the amount is not payable<br />
and is disputing the demand made by the supplier and hence no provision has been made in the books of accounts<br />
for this amount.<br />
46
4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)<br />
Rs 701,143,333 (previous year Rs 639,812,199).<br />
5. The Company has installed CNG Stations on land leased from various Government Authorities under leases for periods<br />
ranging from one to five years. However, assets constructed/installed on such land are depreciated generally at the rates<br />
specified in Schedule XIV to the Companies Act, 1956, as the management does not foresee non-renewal of the above<br />
lease arrangements by the Authorities.<br />
6. Deposits from customers of natural gas, refundable on termination/alteration of the gas sales agreements, are considered<br />
as long term funds.<br />
7. Earnings per share<br />
47<br />
For the Year ended For the Year ended<br />
March 31, 2009 March 31, 2008<br />
Net profit attributable to Shareholders (in Rs.) 1,724,742,617 1,744,555,553<br />
Weighted average number of equity shares (Nos.) 140,000,160 140,000,160<br />
Nominal value per share (in Rs.) 10 10<br />
Basic earnings per share of Rs 10 each (in Rs.) 12.32 12.46<br />
The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earnings<br />
per share of the Company remain the same.<br />
8. Segment reporting<br />
The Company operates in a single segment of Natural <strong>Gas</strong> Business mainly in the National Capital Region and therefore<br />
the disclosure requirements as per Accounting Standard 17 “Segment Reporting” are not applicable to the Company.<br />
9. Management has carried out a review of the carrying value of assets as at 31 March 2009 in accordance with the provisions of<br />
Accounting Standard – 28, Impairment of Assets. Based on the review, the management is of the opinion that there are no<br />
impairment indicators that necessitate any adjustments to the carrying value of assets.<br />
10. Managerial remuneration under Section 198 of the Companies Act, 1956 (see note below)<br />
For the year ended For the year ended<br />
31 March, 2009 (Rs.) 31 March, 2008 (Rs.)<br />
Managing Director<br />
Salary and allowances 1,404,853 1,229,845<br />
Perquisites 321,169 132,306<br />
Contribution to provident and other funds* 162,756 76,419<br />
Commission on Profit for financial year 2007-08 559,062 -<br />
2,447,840 1,438,570<br />
Whole Time Director (refer note below)<br />
Salary and allowances 1,555,066 1,290,036<br />
Perquisites 599,545 355,889<br />
Contribution to provident and other funds* 86,470 78,891<br />
2,241,081 1,724,816<br />
Total 4,688,921 3,163,386<br />
* Does not include provisions for employee retirement benefits, which are based on actuarial valuation carried out on overall Company basis.
Note: Managerial Remuneration does not include:<br />
1. Rs. 559,062 paid to Whole Time Director towards commission on profit for the financial year 2007-08, since the<br />
amount was refunded by him and the same was subsequently paid to his parent organization Bharat Petroleum<br />
Corporation <strong>Limited</strong> as per his advice.<br />
2. Rs. 1,500,000 payable to Managing Director and Whole Time Director as commission on profit based on the period<br />
of directorship held during the financial year ended on 31.03.2009, since the amount will be paid to their parent<br />
organization as per their advice.<br />
11. Operating lease arrangements<br />
The Company has taken certain equipments and vehicles under operating lease agreements. The total lease rentals<br />
recognized as expense during the year under the above lease agreements aggregates Rs 7,640,132 (previous year Rs<br />
68,960,508). Lease obligations under non-cancellable periods are as follows:<br />
For the year ended For the year ended<br />
31 March, 2009(Rs.) 31 March, 2008(Rs.)<br />
Amounts payable in next one year 62,709,385 21,548,841<br />
Amounts payable in next two to five years 103,919,640 -<br />
Amounts payable over 5 years - -<br />
12. Additional information pursuant to the provisions of paragraphs 3 and 4 of Part II of Schedule VI of the Companies Act,<br />
1956.<br />
a) Licensed and installed capacity<br />
The Company is operating on the basis of allocation of 2.70 Million Metric Standard Cubic Meters per day (MMSCMD,<br />
previous year 2.70 MMSCMD) of natural gas on firm basis by the order from Ministry of Petroleum & Natural <strong>Gas</strong>.<br />
b) Information regarding purchases, sales and stock<br />
For the year ended 31 March 2009 For the year ended 31 March 2008<br />
Quantity Amount(Rs.) Quantity Amount(Rs.)<br />
Opening stock<br />
Natural <strong>Gas</strong> (SCM) 208,736 1,060,381 204,160 10,14,677<br />
Compressed Natural <strong>Gas</strong> (SCM) 313,300 2,149,941 304,721 21,25,377<br />
Total 3,210,322 3,140,054<br />
Purchases of Natural <strong>Gas</strong> (SCM)<br />
Sales<br />
713,335,578 4,108,297,315 598,468,703 3,029,441,504<br />
Piped Natural <strong>Gas</strong> (SCM) 54,257,774 998,812,253 42,860,910 761,858,220<br />
Compressed Natural <strong>Gas</strong> (SCM) 605,255,608 8,622,560,582 504,621,981 7,336,122,336<br />
(460,380,919 Kgs) (386,220,911 kgs)<br />
Total sales 9,621,372,835 8,097,980,556<br />
Internal consumption<br />
Closing stock<br />
38,679,264 200,072,098 35,346,194 178,851,742<br />
Natural <strong>Gas</strong> (SCM) 234,956 1,258,430 208,736 1,060,381<br />
Compressed Natural <strong>Gas</strong> (SCM) 368,342 2,580,729 313,300 2,149,941<br />
Total closing stock<br />
Notes:<br />
3,839,159 3,210,322<br />
1. Difference in reconciliation of opening stock, purchases, sales and closing stock of gas quantities is on account of<br />
measurement tolerance and normal loss of 15,061,670 SCM (previous year 15,626,463 SCM).<br />
2. Natural gas is purchased in SCM and Compressed Natural <strong>Gas</strong> is sold in Kgs.<br />
3. Sale of CNG is net of discounts and gross of excise duty.<br />
48
c) Value of imported and indigenous stores and spares and percentage thereof to the total consumption<br />
For the year ended 31 March 2009 For the year ended 31 March 2008<br />
Amount (Rs.) % Amount (Rs.) %<br />
Stores and spares<br />
Imported 58,687,263 29 51,461,062 30<br />
Indigenous 142,366,456 71 117,656,660 70<br />
Total 201,053,719 100 169,117,722 100<br />
13. CIF value of imports For the year ended For the year ended<br />
31 March, 2009(Rs.) 31 March, 2008(Rs.)<br />
Capital goods 541,675,978 135,362,343<br />
Spares and components 50,727,677 45,203,928<br />
14. Auditors’ remuneration* For the year ended For the year ended<br />
Statutory Audit:<br />
31 March, 2009(Rs.) 31 March, 2008(Rs.)<br />
- Audit fee 1,000,000 875,000<br />
- <strong>Limited</strong> review 375,000 375,000<br />
Other services 100,000 -<br />
Reimbursement of expenses<br />
* Excluding Service Tax<br />
15,000 20,000<br />
15. Related Party transactions<br />
Following related party transactions were carried out during the year:<br />
Name of the Nature of Nature of transaction For the year For the year<br />
related party relationship ended ended<br />
31 March 2009 31 March 2008<br />
(Rs.) (Rs.)<br />
GAIL (India) Promoter Purchase of natural gas 4,081,008,882 3,074,935,708<br />
<strong>Limited</strong> Venturer (including service tax<br />
cenvatable and VAT)<br />
Salaries, allowances and<br />
other related payments<br />
3,042,057 1,869,329<br />
Reimbursement of expenses 174,433 29,882<br />
Purchase of MDPE Pipes - 792,497<br />
Security Deposit 25,918,690 6,900,000<br />
Balance receivable/(payable) (223,844,613) (137,171,068)<br />
Bharat Petroleum Promoter Sale of CNG (Gross) 576,895,847 459,674,341<br />
Corporation <strong>Limited</strong> Venturer Salaries, allowances and<br />
other related payments<br />
3,025,126 2,009,206<br />
Advance for natural gas & diesel - 29,618,975<br />
Reimbursement of expenses 46,087,575 36,532,292<br />
Purchases of natural gas 117,440,319 56,431,231<br />
Purchases of lubricants 13,384,055 8,142,836<br />
Commission income for sale<br />
of lubricant<br />
68,863 197,192<br />
Other expenses 1,148,124 -<br />
Balance receivable/(payable) 23,655,082 62,701,206<br />
49
For the year ended For the year ended<br />
31 March 2009 31 March 2008<br />
Key Management Personnel-Remuneration<br />
Mr. Om Narayan Managing Director (upto 28 July, 2008) 1,296,955 1,438,570<br />
Mr. Rajesh Vedvyas Managing Director 1,150,885<br />
Mr. Manmonhan Singh Director (Commercial) 2,241,081 1,724,816<br />
16. Expenditure in foreign currency<br />
50<br />
For the year ended For the year ended<br />
31 March 2009 31 March 2008<br />
(Rs.) (Rs.)<br />
Travelling 35,852 121,256<br />
17. Earnings in foreign currency<br />
For the year ended For the year ended<br />
31 March 2009 31 March 2008<br />
(Rs.) (Rs.)<br />
Sale of tender documents 53,005 401,012<br />
18. Disclosure as required under Accounting Standard –15 (Revised) on “Employee Benefits” for Gratuity is as under:<br />
A. Assumptions<br />
Gratuity<br />
31.03.2009 31.03.2008<br />
Discount rate 7.50% 8.00%<br />
Rate of return on plan assets 0.00% 0.00%<br />
Salary Escalation 6.00% 5.50%<br />
B. Change in benefit obligation<br />
Gratuity<br />
31.03.2009 31.03.2008<br />
(Rs.) (Rs.)<br />
Liability at the beginning of the year 6,118,860 4,611,080<br />
Interest cost 458,915 368,886<br />
Current service cost 1,927,281 1,448,742<br />
Benefits paid 204,449 1,358,029<br />
Actuarial (gain) / loss on obligations (544,412) 1,048,181<br />
Liability at the end of the year 7,756,195 6,118,860<br />
Amount Recognized in the balance sheet (7,756,195) (6,118,860)<br />
C. Expenses recognized in the profit and loss account<br />
Gratuity<br />
31.03.2009 31.03.2008<br />
(Rs.) (Rs.)<br />
Current service costs 1,927,281 1,448,742<br />
Interest cost 458,915 368,886<br />
Actuarial (gain) / loss (544,412) 1,048,181<br />
Expenses charged to the profit and loss account 1,841,784 2,865,809
D. Balance Sheet Reconciliation<br />
51<br />
Gratuity<br />
31.03.2009 31.03.2008<br />
(Rs.) (Rs.)<br />
Opening net liability 6,118,860 4,611,080<br />
Expenses charged to the profit and loss account 1,841,784 2,865,809<br />
Benefits paid (204,449) (1,358,029)<br />
Closing liability 7,756,195 6,118,860<br />
19. Company’s foreign currency exposure on account payables not hedged is as follows:<br />
31.03.2009 31.03.2008<br />
Currency Amount in Amount in Amount in Amount in<br />
Foreign Rs. Foreign Rs.<br />
currency currency<br />
USD 1,831,814 92,561,555 893,707 35,721,455<br />
EURO 87,521 5,837,629 75,337 4,753,013<br />
CHF 6,930 304,523 6,672 267,663<br />
SEK 19,561 118,932 19,561 131,060<br />
GBP - - 1,178 93,725<br />
98,822,639 40,966,916<br />
20. Corresponding figures of the previous year have been regrouped/reclassified, wherever considered necessary, to conform<br />
to current year figures.<br />
21. Schedules 1 to 15 form an integral part of the financial statements.<br />
For and on behalf of the Board of Directors<br />
sd/- sd/-<br />
Rajesh Vedvyas Manmohan Singh<br />
Managing Director Director (Commercial)<br />
sd/- sd/-<br />
Place: Mumbai S.K. Jain Rajesh Agrawal<br />
Date: 27 May, 2009 Company Secretary Chief General Manager<br />
(Finance)
PART - IV<br />
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE<br />
I. Registration Details<br />
Registration No. 097614 State Code 55<br />
Balance Sheet Date 31-Mar-09<br />
II. Capital Raised during the year (Amount in Rs Thousands)<br />
Public Issue NIL Right Issue NIL<br />
Bonus Issue NIL Private Placement NIL<br />
III. Position of Mobilisation and Deployment of Funds (Amount in Rs Thousands)<br />
Total Liabilities 7,308,489 Total Assets 7,308,489<br />
Sources of Funds<br />
Paid-up Capital 1,400,002 Reserves and Surplus 5,434,167<br />
Secured Loans - Unsecured Loans 265,392<br />
Deferred Tax Liability<br />
Application of Funds<br />
208,928<br />
Net Fixed Assets 5,211,002 Investments 1,041,779<br />
Net Current Assets 1,055,708 Misc. Expenditure NIL<br />
IV Performance of the Company (Amount in Rs Thousands)<br />
Turnover 8,789,911 Total Expenditure<br />
(Including Prior Period)<br />
6,201,309<br />
+ - Profit/Loss 2,588,602 + - Profit/Loss 1,724,743<br />
Before Tax After Tax<br />
(Please tick appropriate box + for Profit, - Loss)<br />
Earnings per Share in Rs. 12.32 Dividend Rate % 40%<br />
V Generic Names of Three Principal products/Services of Company<br />
(as per monetary terms)<br />
Item Code No. (ITC Code) 271112100<br />
Product Description NATURAL GAS<br />
For and on behalf of the Board of Directors<br />
sd/- sd/-<br />
Rajesh Vedvyas Manmohan Singh<br />
Managing Director Director (Commercial)<br />
sd/- sd/-<br />
Place: Mumbai S.K. Jain Rajesh Agrawal<br />
Date: 27 May, 2009 Company Secretary Chief General Manager<br />
(Finance)<br />
52