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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

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