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Directors Report of Petronet LNG Ltd.
Mar 31, 2025
On behalf of the Board of Directors, it is our privilege and honour to present the twenty-seventh
Annual Report along with Audited Standalone and Consolidated Financial Statements and
Independent Auditors'' Report thereon for the financial year (FY) ended 31st March 2025.
Physical Performance
Operations Overview
Despite geopolitical uncertainties,
which continued to impact the global oil
and gas supply chain, FY2024-25
marked an exceptional year for your
Company, characterized by remarkable
achievements on all fronts including
physical and financial performance,
safety and wellbeing, and execution of
expansion and diversification projects.
Your Company recorded highest ever
daily, monthly, quarterly and yearly
send-out volumes, achieved a record
number of LNG truck fillings, completed
construction of two LNG storage tanks
at Dahej in record period of 33 months
and augmented the number of LNG
truck filling bays at both, Dahej and Kochi
terminals. A crowning achievement was
receiving the prestigious "5-Star Rating"
and "Sword of Honour" from the British
Safety Council by both the terminals for
second year in succession. Notably,
Dahej and Kochi remain the only LNG
terminals in the Country to earn these
accomplishments, reflecting your
Company''s steadfast commitment to
the safety and wellbeing of all our
stakeholders.
Dahej LNG Terminal
The Dahej Terminal, with a nameplate
capacity of 17.5 MMTPA, operated at
96.6% capacity and achieved a
throughput of 16.91 MMT during FY
2024-25, compared to 95.5% capacity
utilization and a throughput of 16.71
MMT, respectively, in the previous FY.
The Terminal achieved a total energy
send-out of 875.8 TBTUs in FY 2024-25,
up from 864.9 TBTUs in FY 2023-24.
Notably, the terminal recorded its
highest-ever daily send-out of 81.62
MMSCM (equivalent to the volume of
LNG transported by one LNG ship) on
June 19, 2024. The terminal unloaded
258 LNG ships in FY 2024-25, an increase
from 254 ships in FY 2023-24. On the
LNG truck loading front, the terminal
crossed the five digit mark for the first
time by loading a record 12,411 LNG
trucks in this FY, up from 9,266 trucks in
the previous year.
The year 2024 witnessed an extreme
summer season in the country, resulting
into an upsurge in the power demand. As
one of the most significant achievements
in meeting this critical demand during
summer months of first quarter of FY
2024-25, Dahej terminal operated at
about 110% of its capacity during the
quarter, which is a record for the terminal
since its capacity was augmented to 17.5
MMTPA in the year 2019.
The robust and efficient operations are
being showcased through sustainability
report, which your Company is
publishing every year.
Other notable achievements during the
year include commissioning of two LNG
storage tanks in October 2024 (3 months
ahead of schedule), augmentation of LNG
truck filling bays from four to eight
numbers and commencement of
construction works of third jetty and the
prestigious petrochemicals project.
|
Total Dahej Plant sendout (MMT] |
16.71 |
16.91 ) |
J |
|||
|
4.78 4.19 mm |
4.33 4.°7 mm |
4.12 4.22 mm |
3.68 4.23 |
|||
|
V |
Q-1 Q-2 Q-3 Q-4 Yearly (Apr-Mar) |
) |
||||
Kochi LNG Terminal
The Kochi Terminal, with a nameplate
capacity of 5 MMTPA, operated at
22.6% capacity with a total send-out of
1.13 MMT in FY 2024-25, compared to
20.8% capacity utilization and 1.04
MMT send-out, respectively, in the
previous year. In terms of energy, the
terminal achieved a send-out of 58.63
TBTUs, its highest-ever, up from 54.05
TBTUs in the previous FY.
On the LNG truck loading front, the
terminal loaded a record 2,758 LNG trucks,
up from 2,230 trucks in the previous
year, registering a growth of 24%.
Kochi terminal is the only LNG terminal
in India which offers specialised services
such as Gassing Up and Cooling Down
(GUCD), reloading of LNG and bunkering
of LNG, all under one roof. During the
FY 2024-25, the terminal successfully
carried out two GUCD operations
through Petronet Energy Limited,
wholly owned subsidiary of the
Company. Your Company also executed
two LNG reloading operations. In a
significant development, the GUCD
facility of the terminal has been
upgraded to bring it at par with other
international service providers in terms
of efficiency and time required to
execute an operation. To make the
terminal future-ready, upgradati''on of
bunkering facility is also planned to be
undertaken during FY 2025-26.
Being a responsible sustainable entity,
terminal tripled its solar power plant
installation to 1150 kwp as compared to
400 kwp in FY 2023-24.
|
Total Kochi Plant sendout (MMT) |
||||
|
1.13 |
J |
|||
|
0.27 |
0.28 0.28 |
0.30 |
1.04 |
|
|
0.25 |
0.26 0.25 |
0.28 |
al |
|
|
in |
||||
|
Q-1 |
Q-2 Q-3 |
Q-4 |
Yearly (Apr-Mar) |
|
|
B Previous Financial Year (FY 2023-24) | Current Financial Year (FY 2024-25) |
||||
LNG Sourcing
Your Company sources LNG under two
long term contracts. The first Contract is
with Qatar Energy (RasGas), Qatar for
sourcing 7.5 MMTPA LNG on long term
basis for 25 years, under which LNG
supplies commenced in 2004. Your
Company imports this volume of LNG on
Free on Board (FOB) basis, from Ras
Laffan, Qatar through its three long
term-chartered LNG vessels at Dahej
Terminal. Your Company has back-to-
back sales arrangement - Gas Sales and
Purchase Agreement (GSPA) with GAIL
(India) Limited (GAIL), Indian Oil
Corporation Limited (IOCL) and Bharat
Petroleum Corporation Limited (BPCL)
in the RLNG offlake ratio of 60:30:10,
respectively.
Pursuant to extension of the above-
mentioned LNG SPA, your Company has
executed LNG Sale & Purchase Agreement
(LNG SPA) for purchase of around 7.5
MMTPA LNG with QatarEnergy on long¬
term basis on 6th February 2024 for
twenty years. Under the new agreement,
LNG supplies will be made on delivered
(DES) basis commencing from 2028 till
2048. Similar to existing agreement of
1999, the LNG volumes under the
new SPA shall also be off taken by
GAIL (60%), IOCL (30%) and BPCL (10%)
after regasificati''on primarily from Dahej
Terminal.
Further, your Company has a contract
with Mobil Australia Resources
Company Pty Ltd (MARC - a subsidiary of
Exxon Mobil) for 1.425 MMTPA of LNG
supply on long term basis for 20 years.
The LNG is supplied by MARC from its
global portfolio mostly from Australia
and Oman, primarily at Kochi Terminal
on delivered basis. The LNG supply of
1.425 MMTPA under MARC contract
commenced in FY 2016-17. Your
Company has back-to-back sales
arrangements - Gas Sales and Purchase
Agreement (GSPA) with BPCL, IOCL and
GAIL, in the RLNG offlake ratio of
40:30:30, respectively with validity till
November 2035.
Your Company had signed another LNG
Sales and Purchase Agreement (SPA)
with Exxon Mobil Asia Pacific Pte. Ltd.
(EMAPPL - a subsidiary of Exxon Mobil)
in year 2017 for purchase of approx. 1.2
MMTPA of LNG. The supplies under this
SPA wi l l com m e n ce fro m F Y
2025-26 and the total duration of the
agreement will be 15 years (2025/26-
2040/41). Similar to MARC SPA, the LNG
volumes under this SPA shall also be
offlaken by GAIL (30%), IOCL (30%) and
BPCL (40%).
Small Scale LNG
Your Company is committed to reducing
greenhouse gas (GHG) emissions from
Medium and Heavy Commercial
Vehicles(M&HCVs) by offering LNG as a
cleaner, more cost-effecttve and
efficient fuel. LNG, the cleanest fossil
fuel, reduces CO emissions by 20-22%
compared to diesel and produces
minimal SOx and PM emissions, making
it an ideal fuel for M&HCVs. The LNG
market is expected to grow to 8-10
MMTPA over the next 6-8 years,
supporting India''s transition to a gas-
based economy and increasing the
share of natural gas in the energy mix.
In this direction, your Company has
already set-up four LNG dispensing
stations in southern part of India, with
three stations in Tamil Nadu and one
station in Karnataka. Furthermore,
anticipating the growth and future of
LNG use as an automotive fuel in India,
your Company is planning to set up ten
(10) more LNG dispensing stations along
key National Highways (Delhi to
Mumbai and Mumbai to Bangalore) and
in the industrial clusters of Odisha to
ensure fuel supply and promote the
growth of LNG vehicles.
Sale of Propylene and Hydrogen
In another significant development,
your Company executed definitive
agreements with Deepak Phenolics
Limited (DPL), a wholly owned
subsidiary of Deepak Nitrite Limited on
6th February 2025, for the long-term sale
and purchase of propylene and
hydrogen. Under this landmark
agreement, your Company will supply
250 KTA of propylene and 11 KTA of
hydrogen from its petrochemical
complex in Dahej to DPL over a term of
15 years.
Shipping Arrangements
As mentioned earlier, your Company
has been importing 7.5 MMTPA of LNG
on Free on Board (FOB) basis, from Ras
Laffan, Qatar, since 2004. To secure
steady freight rates and reliability of
supply chain, three dedicated LNG
carriers namely Disha, Raahi and Aseem
were chartered on long term basis for a
duration of 25 years. A consortium of
NYK Line, K-Line, MOL and Shipping
Corporation of India Ltd. (SCI), owns
these vessels (with your Company
owning a stake of 3% in ''Aseem''),
whereas technical management and
manning of these vessels is carried out
by M/s. SCI Ltd.
A fourth long term-chartered LNG
vessel "Prachi" where your Company
owns a stake of 26% along with balance
stake owned by a consortium of M/s
NYK Line, M/s K-Line, M/s MOL and M/s
Shipping Corporation of India Ltd. (SCI),
has been novated to Exxon Mobil since
2017-18.
During FY 2024-25, the shipping
operations have been managed
efficiently with highest priority to safe
operations and optimized fuel
consumptions paying utmost regard to
the environmental aspects. All
scheduled cargoes of FY 2024-25 from
Ras Laffan, Qatar were lifted, and
transported through the above
mentioned three long term-chartered
vessels along with planned spot LNG
vessels, that were hired from the
market at very competitive rates. With
the handling of 258 ships at Dahej and
16 ships at Kochi, the utilization of LNG
jeffies has also been safely and
efficiently optimized throughout the
year without any downtime. These
efforts have resulted into a significant
enhancement in the energy efficiency of
the three chartered ships converting
into a reduction of about 5.5% in the
carbon footprint per MMBTU of LNG
transported with respect to the
emissions generated during the
previous fiscal.
Dahej LNG Terminal received its 3600th
Cargo, in the month of December 2024.
The vessel ''Disha'' achieved a significant
milestone by completing her 700th
voyage between Qatar and India, in the
month of June 2024. Also, this terminal
handled 72 ships in Q1 of FY 2024-25,
which is the highest number recorded in
any quarter. Additionally, the terminal
handled the highest number of ships in
a month i.e. 27 ships in the month of
June 2024, surpassing the previous
highest of 25 recorded in June 2019.
Despite many challenges faced during
the month of June 2024, due to active
|
Particulars |
For the year ended |
For the year ended |
|
Revenue from operations |
50,979.56 |
52,728.43 |
|
Other Income |
815.33 |
616.74 |
|
Total Revenue (A) |
51,794.89 |
53,345.17 |
|
Cost of material consumed |
44,297.87 |
46,464.11 |
|
Employee benefits & Other |
1,157.59 |
1,057.80 |
|
Finance Charges |
258.04 |
289.67 |
|
Depreciation |
806.21 |
776.56 |
|
Total Expenses (B) |
46,519.71 |
48,588.14 |
|
Profit before tax & Exceptional |
5,275.18 |
4,757.03 |
|
Tax expenses, including deferred |
1,348.81 |
1,220.83 |
|
Profit after tax (E) (C-D) |
3,926.37 |
3,536.20 |
|
Earnings (Rs.) per Share |
26.18 |
23.57 |
monsoon period, which led to frequent
changes in ship scheduling, this
achievement highlights your Company''s
strength and agility. Your Company has
proactively started the new
environmental compliances of
International Convention for the
Prevention of Pollution from Ships
(MARPOL), for its long term-chartered
vessels, namely Energy Efficiency
Existing Ship Index (EEXI) and the annual
operational Carbon Intensity Indicator
(CII) & ratings, through its vessel
operators since November 2023,
marking a positive step towards net
zero. LNG vessels Disha and Raahi
operated with Energy Power Limitation
(EPL) throughout the FY 2024-25 to
meet EEXI & CII requirements.
FINANCIAL PERFORMANCE
During the FY 2024-25, your Company
achieved a turnover of Rs. 50,979.56
crore as against that of Rs. 52,728.43
crore in FY 2023-24. Your Company
achieved highest ever Profit Before Tax
(PBT) and Profit After Tax (PAT) of
Rs 5,275.18 crore and Rs. 3,926.37 crore
respectively as against Rs 4,757.03 crore
and Rs. 3,536.20 crore respectively in
FY 2023-24. As a significant milestone,
for the first time, PBT of your Company
has crossed Rs. 5,000 crore. Net worth
of your Company has increased from
Rs. 16,962.80 crore as on 31st March 2024
to Rs. 19,382.38 crore as on 31st March
2025, registering a growth of over 14%.
In accordance with the provisions of the
Companies Act 2013, SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and applicable
Accounting Standards, the Audited
Standalone and Consolidated Financial
Statements of the Company for FY 2024-
B. Financial highlights on a Consolidated
basis for FY 2024-25 are as under:
In accordance with the provisions of the
Companies Act, 2013 and the Indian
25, together with the Independent
Auditors'' Report form part of this
Annual Report.
The key highlights of the standalone and
consolidated financial results are as
follows:
A. Financial highlights on standalone
basis for FY 2024-25 are as under:
Accounting Standards (Ind AS) issued by
the Institute of Chartered Accountants
of India, the Company has prepared the
Consolidated Financial Statement for
the group, including subsidiaries, joint venture entities and associates, which forms part of the Integrated Report. The highlights
of the Consolidated Financial Results are as below:
|
Particulars |
For the year ended |
For the year ended |
|
Revenue from operations |
50,982.03 |
52,729.33 |
|
Profit Before Tax |
5,232.87 |
4,747.68 |
|
Profit after Tax |
3,972.68 |
3,652.44 |
|
Less: share of minority |
- |
- |
|
Profit for the Group |
3,972.68 |
3,652.44 |
DIVIDEND
The Board of Directors of your Company
has recommended a final dividend of
Rs. 3 per equity share of Rs. 10/- each
i.e. 30% of the paid-up Share Capital of
the Company as at 31st March 2025,
subject to the approval of the
shareholders in the ensuing Annual
General Meeting. This is in addition to
the Interim Dividend of Rs. 7 per equity
share of Rs. 10/- each paid by the
Company in November 2024. This is the
19th consecutive year for which your
Company has recommended payment
of dividend.
The final dividend shall be paid to the
members, whose names appear in the
Register of Members as well as the
Beneficial Ownership Position provided
by NSDL/ CDSL as at the close of
business hours on Friday, 4th July 2025
(Record date).
Your Company has duly approved
Dividend Distribution Policy ("The
Policy") in place. The policy is available
on Company''s website at https://
www.petronetlng.in/corporate-
governance
CHANGES IN SHARE CAPITAL
There was no change in the Share
Capital of the Company during the year.
The Company has an Authorised Share
Capital of Rs. 3000,00,00,000/- (Rupees
Three Thousand crore) divided into
300.00. 00.000 (Three Hundred crore)
equity shares of face value of Rs. 10/-
(Rupees Ten) each and paid-up share
capital of Rs. 1500,00,00,880/- (Rupees
One Thousand Five Hundred crore Eight
Hundred Eighty) divided into
150.00. 00.088 (One Hundred Fifty crore
Eighty-Eight) equity shares of face value
of Rs. 10/- (Rupees Ten) each.
Further, the Company did not raise any
funds by issuance of debentures/bonds.
ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL
STATEMENTS
The Company has a robust system of the
Internal Financial Controls (IFC) and its
monitoring. The IFC framework and the
Risk Matrix (RCM) for various business
processes are in place and are reviewed
consistently by the management and
Audit Committee. Independent
professional agency is engaged for IFC
testing. The IFC system ensures
compliance of all applicable laws and
regulations, optimum utilization and
safeguard of the Company''s assets and
accuracy /completeness of financial
records/reports.
DETAILS OF SUBSIDIARY/ JOINT
VENTURES / ASSOCIATE
COMPANIES
A statement containing the salient
features of the Financial Statements of
your Company''s Subsidiaries, Associate
Companies and Joint Ventures as per
the first proviso of Section 129(3) of the
Companies Act, 2013 including the
individual contribution of these
companies towards the overall
performance of the Company during the
period is given under Consolidated
Financial Statements forming part of this
Annual Report.
The following are brief details on the
subsidiary/Joint ventures/Associate
companies.
1. Petronet Energy Limited
min
iiaiiii
Petronet Energy Limited (PEL) was
incorporated as a wholly owned
subsidiary of your Company on
26th February 2021 with authorized
share capital of ^500 crore and issued
share capital of ^10 crore, with an
objective to pursue business operations
in the areas of LNG Bunkering, Gassing
up and/or Cool down (GUCD) of LNG
ships, supply of heel quantity to LNG
vessels, and other allied services.
PEL has set up a unit at Puthuvypeen SEZ
(PSEZ) on 27th July 2022, which has also
obtained all necessary regulatory
approvals to start the operations at
PSEZ. The strategic location of Kochi
terminal is considered a potential
location for refuelling of vessels on the
East-West shipping trade route and is
also considered as a suitable location for
carrying out GUCD operations.
2. Petronet LNG Foundation
Petronet LNG Foundation (PLF), a
Company Limited by Guarantee and
incorporated on 31st March 2017, has
been promoted by your Company under
the provisions of Section 8 of the
Companies Act, 2013 and the rules
made thereunder as a wholly owned
subsidiary of your Company.
Petronet LNG Foundation is facilitating
your Company to comply with its
requirement of Corporate Social
Responsibility (CSR) under provisions of
Section 135 of the Companies Act, 2013
and rules made thereunder.
3. Adam Petronet (Dahej) Port Limited
(Formerly known as Adam Petronet
(Dahej) Port Private Limited)
Your Company has a 26% equity in Adani
Petronet (Dahej) Port Limited (APDPL)
and the balance equity is held by Adani
Ports and Special Economic Zone Ltd.
APDPL is a Joint Venture (JV) of your
Company. It owns and operates a Solid
Cargo Port at Dahej in Gujarat and had
commenced its operations in August
2010. The Solid Cargo Port Terminal has
facilities to import/export bulk products
like coal, steel, and fertilizer, etc.
4. Petronet LNG Singapore Pte. Ltd.
Your Company envisages to be a Global
LNG player and has thereby
incorporated a wholly owned subsidiary
company "Petronet LNG Singapore Pte.
Ltd." (PLSPL) on 7th March 2022. PLSPL
has been incorporated to carry out
business/activities, including but not
limited to purchase of LNG on long, spot
and short-term basis and sale of LNG,
trading of LNG to Indian and foreign
companies, optimization and diversion
of LNG under its portfolio, carry out
hedging, investments in overseas
ventures, etc.
PLSPL has an issued share capital of
^0.84 crore, comprising 100,000 shares
of USD 1 each, fully subscribed by your
Company. During the current FY (FY
2024-25), PLSPL issued ^0.43 crore
worth of share capital (i.e. 49,500
shares of USD 1 each) to your Company.
shareholding, with the balance equity
held by NYK, MOL, K-Line, and SCI.
ILT-4 is the owner of vessel MT Prachi
and is engaged in the transportation of
LNG. It is one of your Company''s
5. India LNG Transport Co. (No. 4)
Private Limited
India LNG Transport Company (No. 4)
Private Limited (ILT-4) is a Joint Venture
(JV) of your Company with a 26% equity
strategic investments and has its
principal place of business in Singapore.
ONGOING PROJECTS AND NEW
BUSINESS INITIATIVES
In line with an ambitious target for
exponential growth and diversification
set up by your Company as formulated
in its vision and strategy document
titled "1-5-10-40", (i.e. achieving Rs. 1
Lac crore topline and Rs. 10,000 crore
bottom-line with an investment of
Rs. 40,000 crore over a period of 5
years), projects around Rs. 30,000 crore
have already been taken up out of which
some of the projects viz 2 No. LNG
Storage tanks at Dahej, upgradation of
Gassing Up and Cooling Down (GUCD)
facility at Kochi and augmentation of
Truck Loading facilities, both at Dahej
and Kochi have already been completed
and commissioned during FY 2024-25.
The status of other ongoing projects is as under:
I. Regas capacity expansion of Dahej
The construction works of this low cost, brownfield capacity
augmentation project at Dahej are in full swing. With about
90% progress achieved as of mid-July 2025, this Rs. 600 crore
project is slated for commissioning within this FY. Upon
completion, the capacity of Dahej RLNG terminal, which is the
largest terminal in the country, would get further augmented to
22.5 M MTPA from the present capacity of 17.5 M MTPA.
II. Third Jetty project at Dahej
country, your Company is settng up its third LNG terminal at
Gopalpur in Odisha. The project, which was earlier envisaged
as FSRU based terminal having a capacity of 4 MMTPA in first
phase, is now being planned to be setup as a land based
terminal with a capacity of 5 MMTPA. All the pre-project
activities have been completed. The process of environment
clearance is in advance stage. Further, 80 acre land parcel has
already been allotted at the Gopalpur port by Govt of Odisha,
for which the payment has also been made. Physical
possession of land is expected shortly.
With a view to improving the reliability of Dahej terminal and
to handle additional LNG volumes in line with the undergoing
capacity expansion project, and also to support its
diversification plans, your Company is executing the
construction of third jetty at Dahej at a cost of Rs. 2,013 crore.
The jetty is unique in design as it would be capable of handling
liquified ethane and propane along with LNG. While propane
will be largely used as the feedstock for Company''s upcoming
Petrochemicals project, the facility for ethane handline is being
created to meet the requirement of various third parties. The
jetty has been designed to handle LNG carriers of size 125,000
cubic meter to 266,000 (Q-Max) cubic meter and ethane and
propane carriers of size greater than 65,000 cubic meters.
Construction works for the project, which commenced in June
2024, are being executed in full swing. As of mid-July 2025, a
progress of about 32% has been achieved. The project is
targeted to be completed by February/ March 2027.
III. LNG storage and Regasification project at Gopalpur,
Odisha
Envisioning the need of enhanced LNG import infrastructure
and also to expand its footprints to the eastern coast in the
IV. Petrochemical Complex at Dahej
As a part of major diversification efforts undertaken by your
Company, Petrochemicals Complex at Dahej, comprising
Propane Dehydrogenation Unit (PDH) of capacity 750 KTA and
a Poly Propylene unit (PP) of capacity 500 KTA along with
ethane and propane storage and handling facilities is being
executed at a cost of Rs. 20,685 crore. Within a short period
after laying of the foundation stone for the project by
Honorable Prime Minister of India on 12th March 2024,
tenders for all long lead items, EPC and various other packages
worth Rs. 11,200 crore have been floated. A commitment of
about Rs. 3,800 crore towards award of some of the packages
and other project related activities, has already been made.
Site infrastructure development activities are being executed
in full swing at the site. An overall progress of about 12% has
been achieved as of mid-July 2025.
A unique feature of the project is the pioneering integration of
Dahej LNG terminal with the petrochemicals complex. By
effectively harnessing the cold energy released during LNG
vaporization (typically lost to the atmosphere), it is planned to
undertake the critical cryogenic cooling process of the
petrochemical plant. This initiative is expected to reduce the
power consumption by approximately 10-12 MW, optimizing
the capex and opex to a significant extent and also lower the
Scope 2 emissions.
V. Installation of additional Truck Loading Bays at Dahej and
Kochi
Your Company believes that this segment has a tremendous
growth potential and is likely to play a bigger role in promoting
LNG as a cleaner source of energy, both for industry and long
haul transportation sector. Upon completion and
commissioning of augmentation of TLF bays from four
of Housing and Urban Affairs, Government of India had
launched the Affordable Rental Housing Complex (ARHC)
scheme, which is a sub-scheme under Pradhan Mantri Awas
numbers to eight numbers at Dahej (by virtue of which, Dahej
has added another feather in its crown of housing largest
number of LNG truck filling bays in the country) and from two
numbers to four numbers at Kochi during 2024-25, your
Company has undertaken plans to further augment the
capacity of LNG truck filling at both its terminals. Actions have
been initiated to add another six TLF bays at Dahej and two at
Kochi, taking their numbers to fourteen and six, respectively.
VI. Affordable Rental Housing Complex (ARHC)
With an objective to promote economic activities through the
vision of AtmaNirbhar Bharat and to provide ease of living to
urban migrants/ poor labours in the industrial sector, Ministry
Yojana-Urban (PMAY-U). The scheme aims to empower
migrant workforce by providing them an affordable and
dignified housing close to their workplace.
As a socially responsible organization, your Company has
undertaken construction of 1500 dwelling units at Eksal
village, Distt. Bharuch, Gujarat, at an approximate cost of Rs
100 crore under the said scheme. The complex comprises 14
blocks of 1BHK flats and 5 blocks of dormitory units. With 6
blocks of 1BHK flats ready for occupancy and other blocks in
various stages of construction, the project is in advanced
stage of completion. An overall progress of around 75% has
been achieved as on mid-July 2025. The project is expected to
be completed by December 2025.
NEW BUSINESS INITIATIVES
COMPRESSED BIOGAS (CBG) BUSINESS
INITIATIVES
In alignment with the Government of
India''s SATAT (Sustainable Alternative
Towards Affordable Transportation) and
GOBARdhan (Galvanizing Organic Bio-
Agro Resources Dhan) initiatives, your
Company has strategically diversified
into the Compressed Biogas (CBG)
sector also. This initiative underscores
the Company''s commitment to
promote sustainable energy solutions,
effective waste management and rural
economic development in the country.
As part of this commitment, your
Company is actively working towards
establishing 25 CBG plants across
various regions of India. In the initial
phase, it is planned to set up CBG plants
at three government land parcels in
Bahraich, Fatehpur and Kanpur Dehat of
Uttar Pradesh. Land lease agreements
for aforesaid sites have been executed.
Pre-project activities for seffing up of
the plants have also been initiated.
Further, the tendering process for
construction and comprehensive O&M
services on EPC mode for seffing up of
these CBG plants have been undertaken.
Building on this progress, several
additional land parcels have been
identified in Uttar Pradesh, Odisha and
Haryana, with the land allocation
process at advanced stage. Concurrently,
proactive efforts are underway to
identify suitable government land in
Maharashtra, Gujarat, Himachal
Pradesh, Odisha and Madhya Pradesh in
coordination with respective State
Government nodal agencies, to further
expand the Company''s CBG footprint
across the country and contribute
meaningfully to India''s clean energy
transition.
SUPPLY OF ETHANE FROM
UPCOMING ETHANE TERMINAL
To further augment revenue streams
and product diversification, your
Company is the only player in India
which has offered long-term capacity
tie-up on tolling basis for supply of
ethane to third parties from its Dahej
terminal. This is poised to bring
increased efficiency of petrochemical
plants running on other feedstocks.
Your Company is actively engaged with
major petrochemicals players in India
for supply of ethane from its facility.
These strategic initiatives are expected
to enhance feedstock security for key
customers, drive higher efficiency and
capacity utilization across major
petrochemical assets.
POWER OPTIMIZATION
INITIATIVES (COST EFFICIENCY
AND SUSTAINABILITY) AT DAHEJ
TERMINAL
With the objective of optimizing existing
power consumption at the Dahej
terminal and proposed petrochemical
complex, your Company is aiming cost
optimization initiatives through the
adoption of hybrid renewable power
solutions. This initiative reflects your
Company steadfast commitment
towards sustainable operations and
Net-Zero goals.
ENHANCING THROUGHPUT AT
KOCHI LNG TERMINAL
Your Company is focused on enhancing
the throughput of the Kochi LNG
terminal as part of its broader strategy
to maximize asset utilization. In this
direction, supply of LNG to nearby
stranded gas based powerplant through
the deployment of cryogenic trucks is
being explored.
This innovative distribution approach
not only optimizes terminal utilization
but also contributes to meeting peaking
power requirements in the region.
GREEN HYDROGEN INITIATIVES
Your Company is also exploring venture
into Green Hydrogen Value chain.
Various discussions have been held with
consultants/ channel partners/
Technology Providers/ Electrolyser
manufacturer etc to assess potential
business models and technological
collaborations.
As a parallel initiative, your Company is
engaged with prospective parties for
the sale of around untied volumes of
about 22 KTPA of hydrogen, which
would be produced from our upcoming
petrochemical complex at Dahej.
OTHER STRATEGIC
COLLABORATIONS
Your Company is actively exploring and
collaborating with potential service
providers to optimize renewable power
sourcing and development of robust
hedging strategies to manage price
volatility and ensure cost-effective &
reliable supply.
Simultaneously, your Company is also in
discussions with various prospective
off-takers of propane in order to utilize
the spare storage and throughput
capacity (300 KTA) of the upcoming
propane tank facility at Dahej. These
initiatives are designed to maximize
asset utilization, generate additional
revenue streams and strengthen your
Company''s position in energy risk
management and sustainable operations.
Your Company executed a LNG
Regassification agreement with
Performance Chemiserve Limited (PCL),
a wholly owned subsidiary of Deepak
Mining Solutions Limited (DMSL), which
is a wholly owned subsidiary of
Deepak Fertilisers and Petrochemicals
Corporation Limited (DFPCL) on
10th July 2025. Under this agreement,
DFPCL Group will import around 0.5
MMTPA LNG, at the Company''s Dahej
terminal for storage and regasification
over a tenure of 5.5 years starting
between May to July 2026 and ending
on 31st December 2031.
Your Company is in discussion with
lead in g I ndian refi neries and
petrochemical companies to explore
the rail-based supply of ethane from
upcoming petrochemicals complex at
Dahej utilising the services of CONCOR''s
railway siding at Dahej. Preliminary
assessment points to robust techno¬
economic viability, positioning the
project as India''s first large-scale liquid-
ethane movement by rail.
Discussions are underway with leading
global energy solutions partners to
explore a group-captive, hybrid
renewable-power solution for Dahej.
Efforts are being made to develop RE
hybrid power plant of capacity ~150
MW required for the petrochemical
complex slated for 2028.
OVERSEAS PROJECT :
SUPPLY OF LNG FOR
KERAWALAPITIYA POWER
PLANT, SRI LANKA
In an effort to expand its footprints
beyond the boundaries of the
country, your Company is engaged
with Government of Sri Lanka
(GoSL) and its nominated
agencies, through Ministry of
Petroleum & Natural Gas
(MoPNG), for evaluating the
feasibility of LNG supplies to 220
MW Sobadhanavi RLNG based
power plant in Kerawalapiti''ya,
Colombo, Sri Lanka through ISO
containers.
As a step forward, a Memorandum
of Understanding (MoU) has been
executed with GoSL nominated
entity for the supply of LNG and the
development of requisite LNG
infrastructure to support the
Kerawalapiti''ya Power Plant(s), Sri
Lanka. Detailed deliberations are
being held with concerned entities
to draft the terms of supplies.
Your Company is dedicated to
sustainable development, workplace
safety, and improving the quality of life
for employees, customers and
communities. It adheres to strict
compliance with regulations through its
Integrated Management System, with
terminals re-accredited under ISO
9001:2015, ISO 14001:2015, ISO
45001:2018, and ISO 55001:2014
standards. As on 31st March 2025, Dahej
terminal with an excellent safety record,
has clocked 29.07 million safe man¬
hours without a Lost Time Incident. The
Kochi terminal has also achieved 2.65
million safe man-hours without a Lost
Time Incident as of 31st March 2025.
To foster a safety culture, the Company
promotes stakeholder engagement
through safety committee meetings,
HSE campaigns, training programs and
competitions. The "Suraksha Setu"
online portal enables employees to
report safety observations, which are
reviewed at the highest level. Training
programmes on LNG hazards, fire safety,
emergency preparedness etc. are
regularly conducted by the professional
HSE experts of the Company for the
communities located in the vicinity of
both the terminals.
Regular firefighting drills ensure
preparedness and continued
commitment of the Company towards
industrial safety and efficient operation.
Technical and safety audits, including
OISD and cross-functional "Help Each
Other Audits," ensure regulatory and
safety compliances and promote sharing
of best practices among the terminals. As
a testimony to the above resolve, both
Dahej and Kochi terminals have won the
British Safety Council''s 5-star rating in
occupational health and safety audits
and Sword of Honour for the second year
in succession. Notably, Dahej and Kochi
are the only LNG terminals in India to
achieve this recognition.
Both the terminals regularly undertake
mass plantation drives within and
outside the plant areas. In FY 2024-25
Dahej terminal undertook extensive
tree and mangrove plantations. Some of
the major such drives include
development of a 25-hectare green belt
involving planting of 62,500 trees
outside the terminal within the Bharuch
District and two drives of mangrove
plantation covering areas measuring
200-h ecta re a n d 6 00- h ecta re
respectively. Furthermore, 840 trees
were planted within the premises at
Dahej terminal under the initiatives
such as ''Ek Ped Maa Ke Naam''. At the
Kochi terminal also, a total of 400
saplings were planted during the FY
2024-25.
Your Company also recognizes its
pivotal responsibility in the energy
transition and its commitment to align
the business strategies with global
climate objectives and India''s energy
security and Net-Zero goals. The
"Roadmap to Net-Zero", a report
released by the Company in March 2025
outlines its commitment, strategy and
action plan towards achieving Net-Zero
Scope 1 and Scope 2 emissions by
year 2040.
This initiative reflects Company''s
continued commitment to environmental
su sta in a bi li ty a nd com m u ni ty
involvement through consistent and
meaningful efforts.
Petronet on Mission LiFE:
FY 2024-25
At COP26 in Glasgow, the Government
of India launched Mission LiFE,
promoting mindful resource use to
encourage sustainable living. Your
Company has fully embraced this
initiative, implementing impactful
measures like large-scale tree
plantation drives at both terminals,
development of water bodies in the
villages, achieving zero liquid effluent
discharge at its terminals, augmenting
the installed solar capacity, adopting
various energy conservation measures
etc. These initiatives are expected to
promote eco-conscious practices and
inspire communities for adoption of
eco-friendly lifestyle.
Company is steadily enhancing the
share of renewable energy in its
energy portfolio. With these
additions, the Company''s total
CONSERVATION OF ENERGY
AND TECHNOLOGY ABSORPTION
Your Company is inherently engaged in
promoting clean energy and plays a
significant role in supporting the
nation''s transition to low-carbon fuels.
As a responsible corporate entity, the
Company strongly supports widespread
adoption of clean energy solutions and
continuously explores opportunities to
conserve energy across all operational
fronts.
Some of the key initiatives implemented
towards promoting clean energy and
enhancing energy efficiency during
FY 2024-25 are placed below:
⢠With the installation of 120 kWp
solar power plant at Dahej and 750
kWp solar power plant at Kochi, the
installed renewable energy capacity
stands at 1,430 kWp, resulting in an
estimated total annual reduction of
1,770 tCO2e in carbon emissions.
⢠Replacement of existing higher capacity glycol water
pump at Kochi, with a pump of optimized capacity,
resulting in estimated annual savings of about 875 Mwh.
⢠Installing Variable Frequency Drive (VFD) for the chilled
water pump at Kochi, resulting into energy savings of
about 262 Mwh.
⢠Efficient ship operations at Dahej have resulted into a
significant reduction in the energy consumption of the
three chartered ships, transforming into reduction of
about 5.5% in the carbon footprint per MMBTU of LNG
transported with respect to the emissions generated
during the previous fiscal.
|
Ship corban footprint (KgCO2e per MMBtu of loaded LNG) |
|||
|
0.750 |
0.717 |
0.685 M |
|
|
0.700 0.650 0.600 |
1 |
0.647 m |
|
|
FY 2022-23 |
FY 2023-24 |
FY 2024-25 |
|
⢠Supplying shore power to tugboats instead of HSD at the
port craft jetty at Dahej terminal has resulted into
reduction of emissions by about 308 tCO2e
RESEARCH & DEVELOPMENT
Recognizing the transformative potential of hydrogen as a
clean energy and Nation''s goal towards net zero and
sustainable future, your Company has undertaken following
research & development projects in association with NITK
Surathkal:
⢠Renewable Hydrogen Research: The Petronet Centre for
Renewable Hydrogen Research at the Central Research
Facility of NITK, Surathkal is dedicated to carry out the
research activities on renewable hydrogen production.
The Centre has set up a special facility to focus on
researching ways to create hydrogen fuel using methane
rich Biogas generated from a pilot Biogas Plant. Initial
results have been encouraging.
⢠Hydrogen fuel cell and electrolysis technology
development: Given the transformative potential of
hydrogen as a clean energy carrier, the project envisions
creating basic and advanced research infrastructure
facilities for developing and testing Alkaline water
electrolysers (AWEs) and low temperature PEM fuel cells
(LT-PEFCs). AWEs produce clean hydrogen which is used
by the LT-PEFCs to produce power. This strategic
approach aligns with the global efforts to address the
pressing challenges of climate change and the increasing
demand for sustainable energy sources. The research is
expected to play a pivotal role in the development and
testing of scalable and cost-effective methods for
hydrogen production.
⢠Development of hydrogen fuel cell stacks for high-
performance aerial vehicles: Conventionally, the
lithium-ion battery powered drones are currently in use
for aerial surveillance, monitoring, security etc. Speed,
height and more importantly long duration operability
are the critical requirements for an effective drone
operation. Presently, the usefulness of conventional
drones is limited by flight time due to low energy intensity
batteries installed therein. This project aims to design
and develop a compact and lightweight hydrogen fuel cell
system as a primary power source for the drones, with a
potential to enhance the operable time to almost 4x with
repeatability of up to few thousand hours. The research
aims to develop scalable and sizeable fuel cell stacks
applicable to aerial applications.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company''s foreign exchange earning was Rs 157.32 crore
and foreign exchange outgo was Rs. 43,359.81 crore during
the FY 2024-25.
As a people-centric organization, your
Company acknowledges the vital role of
its dedicated and skilled workforce in
driving sustained business performance
and organizational growth. The
commitment, professionalism and
collaborative spirit of employees have
been instrumental in shaping your
Company''s journey of excellence. In
keeping with the core values, a robust
framework for participative management
has been established, rooted in mutual
respect, trust and shared accountability.
This inclusive approach has empowered
employees, making them integral
stakeholders in the Company''s progress.
The year under review was marked by
cordial and harmonious industrial
relations, underscoring the strong
alignment between employee
aspirations and management goals.
There were no industrial disruptions
and the Company successfully
maintained a strike and lock-out-free
environment.
As on 31st March 2025, the total
employee strength of your Company
stood at 579, which includes 3 Whole
time Directors.
Your Company strives to have a talent
pool and leadership pipeline in place to
sustain its strategic growth plans.
Towards this, initiative of inducting
young and fresh graduates through
Campus Placement was started two
years ago and continued this year also.
For the first time, your Company
organized an extensive 90 days''
Induction program named ''DISHA -
2024'' from August 2024 - October 2024
for Graduate Engineer Trainees and
Management Trainees, who have been
recruited through the Campus Selection
process for the year 2024 from various
I I Ts , I I M s , a n d To p M a n a g e m e n t
Institutes.
A recruitment drive aimed at hiring
specialized experienced manpower for
the Petrochemical project requiring
immediate deployment was successfully
concluded. The drive resulted in the
induction of employees across various
domains and levels. Overall, 72 nos. of
employees at various levels / freshers
joined the Company during FY 2024-25,
which is the highest-ever number
recruited in a year in last 10 years.
During the year, your Company
undertook several strategic HR and
organizational initiatives aimed at
enhancing employee social security and
overall well-being. The ''PLL PRMS Trust''
was successfully established and
operationalized, following approvals
from the Board of Directors and the
Commissioner of Income Tax.
Employee wellness remained a key
focus with the organization conducting
multiple health awareness sessions and
medical camps. Capacity-building
initiatives included comprehensive
awareness programs on the Prevention
of Sexual Harassment (PoSH), workshops
on statutory compliance and contract
labour laws and certified first aid
training. Governance frameworks were
further strengthened through the
reconstitution of the Internal Complaints
Committee and consistent statutory
updates.
Your Company successfully hosted the
44th PSPB Inter-Unit Volleyball
Tournament from 17th December, 2024
to 21st December, 2024 in Kochi,
featuring participation from seven PSUs,
and continued active engagement in
various PSPB sports events such as
athletics, swimming, chess, table-
tennis, badminton, carrom etc.
Your Company organised an event "Yaadon ka Safar" on 3 d May 2024 to honour superannuated employees for their
contributions to the Company''s growth. The event was attended by a large number of former employees including MD&CEO
and whole-time directors. Recent key developments and the organisation''s growth plans were also shared with them.
Your Company marked its ''28th Foundation Day'' on 5th April
2025 at Sirifort Auditorium, New Delhi graced by the Hon''ble
Secretary, PNG & Chairman, PLL. The event saw participation
from dignitaries, Board Members (past and present), senior
officials and employees across locations culminating in
performances by renowned Indian artists.
In support of PLL''s green mobility and LNG distribution
expansion plans, your Company secured a provisional
allotment of land from the Cochin Port Authority for
establishing an LNG Dispensing Station, as well as initiated
land acquisition processes across 10 strategic districts along
key national highways.
Your Company successfully organised the "3rd Bankers''
Meet" on 27th June 2025 at New Delhi to engage with key
banking and financial entities with the objectives of updating
them on business performance and strategic plans of the
Company as well as exploring future collaboration
opportunities.
Your Company has participated in India Energy Week (IEW)
which was held during 10th - 14th February 2025 at
Yashobhoomi, Dwarka, New Delhi. The event was
inaugurated by Hon. Prime Minister of India, Sh. Narendra
Modi ji and was a huge success. Your Company was one of the
exhibitors in the said event and also facilitated the seffing up
The LNG Academy at Kochi conducted 5 training programs
during the FY 2024-25 for major Oil & Gas companies.
In pursuit of excellence in investor relations, the top
management of your Company actively participated in
investor conferences and conducted investor roadshows in
India and abroad. Quarterly earnings calls and media meets
were organized to ensure timely and comprehensive
communication of financial performance and business
outlook to the investors and analysts.
of LNG Ecosystem Pavilion by coordinating with various
organisations in LNG business, showcasing the journey of LNG
Supply Chain, various technological advancements and
futuristic business initiatives. Additionally, during the year,
your Company also nominated its employees to various
nati''onal/internati''onal Conferences and Seminars like
ADIPEC, GASTECH etc. to prepare them to adapt with changes
in global LNG landscape.
INDUSTRIAL RELATIONS
Your Company has a firm belief that Human Rights should be
basic constituents of human behaviour which essentially
drives various policies and practices in a company. The
Company, therefore, do not discriminate between its
employees and other manpower engaged in our work centres
when it comes to facilities related to health, safety and other
amenities. Your Company ensured that all the statutory
guidelines are followed in their true spirit even for the manpower
engaged by various service providers. Consequently, your
Company always maintained congenial Industrial Relations
environment since inception and there are zero instances of
disharmony at any of Company''s work locations.
Throughout the year, your Company has been honored with several prestigious awards and recognitions acknowledging
Company''s dedication to business excellence, innovation, commitment to reduce workplace injuries implementations of the
best Organization''s Occupational Safety & Health (OSH) practices, sustainability and stakeholder engagement.
These accolades are a testament to commitment to excellence and the hard work of the Company. Some of the notable awards
and recognitions received during FY 2024-25 include:
|
Both Dahej and Kochi LNG Terminal received the 5-star |
Recognised as the "Paragon of Branding Excellence" by |
|
rating on 14th August 2024 and Sword of Honor 2024 on |
the 4th edition of Marksmen Daily Brand of the Year 2025- |
|
29th November 2024 by the prestigious British Safety |
2026 on 27th June 2025 |
|
Council |
|
|
Recognised as the Best Organisation to Work 2025 by ET |
Received the prestigious Shreshtha Suraksha Puraskar |
|
Now on 25th June 2025 |
Award 2024 (Silver Trophy) on 17th January 2025 by |
|
Awarded by Dun & Bradstreet as India''s Top 500 value ? |
LNG Academy (LNGA) received HR Distinction Awards f |
|
Recognised as the Most Preferred Workplace for |
Honoured with Prithvi award for Excellence in ESG and |
|
Won the "Excellence in Internal Communication" |
Declared as Winner in the ''Procurement Ethics and |
|
Recognised as Treasury Tech Innovation Initiative of the |
PLL was awarded under the category "Excellence in |
|
T |
Featured for the first time in Business World India''s |
PLL has received prestigious rankings in the FY 2024-25 |
|
Top 50 Most Sustainable Companies list for the year |
which are as under: |
|
|
2024 and ranked at 29th position under Energy and |
Extel Investors Relations Platform under Asia Pacific |
|
|
H" |
Ranked 49th position in Fortune India 500 rankings |
Mainland China) in the Chemicals, Oil & Gas sector: |
|
for the year 2024 amongst best 50 companies. |
⢠3rd Best CEO |
|
|
Achieved 36th rank (as per total income) in Business |
⢠3rd Best CFO |
|
|
* |
Today BT 500 - India''s most valuable Companies for Ranked 49th position as per net-revenue in FE 1000 |
⢠3rd rank for it''s Board of Directors ⢠3rd Most Honored Company ⢠3rd Best ESG, IR Program and IR Team (across Asia |
|
Achieved 38th rank in Business Standard - BS 1000 |
⢠1st in Best IR professional ⢠1st Best IR Team ⢠2nd Best IR professional |
|
|
Sr. |
Sector |
Sector wise |
|
No. |
commitment (%) |
|
|
1. |
Education & Skill Development |
24.32 |
|
2. |
Healthcare & Sanitation |
13.70 |
|
3. |
Art, Culture and Heritage Development |
4.81 |
|
4. |
Environment & Sustainability and Disaster |
5.75 |
|
5. |
Gender Equality & Women Empowerment |
14.01 |
|
6. |
Rural Infrastructure Development |
0.05 |
|
7. |
Welfare of the Divyangs |
7.47 |
|
8. |
Several Other CSR projects aligned with |
24.96* |
|
9. |
Administrative Overheads |
4.93** |
|
Total |
100 |
*Including the unspent and non-committed amount of INR 20.49 crore for transferring to Schedule VII
fund by 30th September 2025
** Including the impact assessment expenses
CORPORATE SOCIAL
RESPONSIBILITY (CSR)
Your Company recognizes its profound
responsibility towards society and
continues to actively contribute to
social development causes. With a
renewed focus on our social goals, the
Company has adopted a structured
approach to improve access to quality
healthcare, enhance educational and
skill development facilities, support
environmental initiatives, empower
women and uplift communities in need,
across different regions in the country.
Your Company has implemented a
com prehensive strategy th at
encompasses short-term, medium-
term and long-term CSR initiatives,
ensuring that the available resources
are channelled in an organized manner
to achieve maximum socio-economic
impact. In line with the social
objectives, your Company has identified
several projects in key areas such as
Healthcare & Sanitation, Education &
Skill Development, Promotion of Art &
Culture, Heritage Development,
Environment & Sustainability, Disaster
Management, Animal Welfare, Welfare
of the Divyang, Gender Equality and
Rural Infrastructure Development etc.
The annual CSR budget is being
allocated progressively and sustainably
towards these initiatives.
In terms of provisions of the Companies
Act, 2013, an amount of Rs. 90.03 crore
was required to be committed on CSR
activities in FY 2024-25. With the
continued efforts, your Company has
made a commitment of Rs. 69.54 crore
(including the administrative expenses
& impact assessment) towards several
high impact CSR projects/programmes
in line with the annual action plan
adhering to the Schedule VII of the
Companies Act, 2013 in the FY 2024-25.
An amount of Rs. 19.24 crore has been
released against the commitment
(including the administrative expenses)
and an amount of Rs. 50.30 crore has
been transferred to unspent CSR
account (UCSRA) within 30 days from
the end of the FY 2024-25, against the
ongoing projects. Further, the unspent
and non-committed amount of
Rs. 20.49 crore has been earmarked for
transferring to Schedule VII fund by
30th September 2025 as per the
Companies Act, 2013 read with the CSR
Amendment Rules. Further, in FY 2024¬
25, an amount of Rs. 22.86 crore has
been spent from UCSRA 2023-24,
Rs. 15.67 crore has been spent from
UCSRA 2022-23, Rs. 0.99 crore has been
spent from UCSRA 2021-22 and Rs. 8.48
crore has been contributed to the PM
CARES & Clean Ganga Fund, from the
uncommitted amount of FY 2023-24 on
30th September 2024.
Thus, a total amount of Rs. 67.24 crore
has been spent towards CSR activities
by your Company in FY 2024-25 which
includes the expenses incurred against
the projects of FY 2024-25, expenses
towards the other ongoing multiyear
projects of the preceding three FYs from
Unspent CSR Accounts and contribution
made to PM CARES Fund & Clean
Ganga Fund.
Your Company has also established
Petronet LNG Foundation (PLF) a
Company Limited by Guarantee on
31st March 2017. PLF acts as the CSR arm
of the Company, operating in
accordance with the provisions of
Section 8 of the Companies Act, 2013
and the rules made thereunder. The
foundation has successfully undertaken
various impactful projects across the
nation.
While targeting CSR obligations, all the
projects are carefully selected giving
utmost importance to quality of
spending, wider reach and sustainability
aspect, most of the projects have been
outstanding in their overall impact and
reach. Some of the impactful CSR
projects taken up in various sectors in FY
2024-25 are mentioned below:
a) Healthcare & Sanitation:
As part of its unwavering commitment
to the well-being of communities, your
Company implemented a wide array of
impactful health and sanitation
initiatives during the year under review.
The focus was to strengthen healthcare
infrastructure by supporting the
maintenance of oxygen plants,
procurement of advanced medical and
fire safety equipment, and provision of
mobile medical units, ambulances, and blood collection vans
across various regions. Numerous health interventions,
including general health check-up camps, specialized eye
screening camps in schools, mental health programs, and
child and maternal nutrition projects in underserved districts
were organised. Efforts were also directed toward enhancing
women-centric healthcare services and expanding access to
care for the differently abled. Nutrition support programs
were implemented through the distribution of nutrition kits
for tuberculosis patients and malnourished children, thereby
addressing critical healthcare gaps in vulnerable populations.
On the sanitation front, your Company undertook the
construction, renovation and upgrading of toilet complexes,
installation of sanitary napkin vending machines and
incinerators in government schools, and provision of clean
drinking water facilities, including the installation of water
purifiers and RO plants at healthcare institutions. The
Company also contributed to the installation of rooftop solar
systems in old-age homes, promoting environmental
sustainability alongside sanitation objectives.
Your Company actively participated in national sanitation
campaigns, such as Swachhta Pakhwada/Swachhata-hi-Seva,
and organized cleanliness drives and tree plantation activities
across its operational areas. These comprehensive efforts
reflect your Company''s steadfast dedication to creating
sustainable and inclusive health and sanitation outcomes,
improving quality of life, and advancing its vision of holistic
community development.
b) Education and Skill Development:
Further as part of its sustained commitment
to empowering communities, your
Company implemented a broad spectrum
of education and skill development
initiatives across diverse geographies
during the year. Your Company focused
on improving access to quality
education by supporting the
construction and revitalization of school
infrastructure, including school
buildings, science laboratories,
libraries, classrooms, and washroom
facilities, particularly in rural and
underprivileged areas. Initiatives also
included the provision of educational
resources such as benches, desks, steel
utensils, sanitary napkin incinerators,
and technological equipment, all of
which contribute to a conducive
learning environment.
Your Company extended support for
hybrid and inclusive education
programs for children with special
needs, distribution of value-based
education kits, and provision of
transportation facilities to improve
access to educational institutions. It
also supported mid-day meal programs
and residential coaching initiatives for
competitive examinations like JEE and
NEET, thereby ensuring that
meritorious and underprivileged
students have equal opportunities to
excel in the society.
On the skill development front, your
Company prioritized vocational training
programs for economically weaker
youth, particularly in sectors such as
tailoring, plastic technology, and self¬
employment-linked courses, equipping
beneficiaries with employable skills for
sustainable livelihoods. Your Company
also supported fellowship programs,
leadership development initiatives, and
specialized empowerment programs
targeting women, rural youth, and
children from urban ultra-poor
communities.
Further, your Company contributed to
the establishment of centres of
excellence in cuffing-edge areas such as
computational intelligence and
machine learning, demonstrating its
commitment to fostering innovation
and future-ready talent. Collectively,
these initiatives reflect your Company''s
holistic approach towards improving
educational outcomes, enhancing
employability, and creating long-term
socio-economic impact across the
communities it serves.
c) Environment & Sustainability,
Disaster Management and Animal
Welfare:
During the year, your Company reaffirmed
its strong commitment to environmental
conservation and sustainability by
implementing a range of impactful
initiatives across multiple regions. The
Company put in significant efforts for
ecological restoration, including the
restoration of biodiversity at
Munambam and Kuzhupilly beaches in
Kerala, and various large-scale tree
plantation drives in Delhi, Noida, and
NCR region to promote environmental
conservation and pollution control.
National campaigns such as Swachhata-
Hi-Seva have been actively supported.
Your Company contributed to
improvement in urban sanitation
through the provision of truck-mounted
street broomers with vacuum systems
in area under jurisdiction of Gujarat
Industrial Development Corporation.
Initiatives such as solar electrification of
seed banks and storage units were
undertaken to promote renewable
energy solutions and empower women-
led green brigades at the grassroots
level. Your Company also extended
support for the development of urban
parks and the procurement of essential
equipment to strengthen wildlife
conservation efforts, including
surveillance vehicles and bio-toilets for
wildlife reserves.
In the area of disaster management and
animal welfare, your Company provided
critical support for animal care
infrastructure, including animal rescue
vans, dog shelters, and veterinary
facilities across various locations. The
Company contributed to strengthening
water conservation efforts under the Jal
Shakti Abhiyan and supported local
bodies with raincoats and water tanks
to enhance community preparedness
and resilience. These multifaceted
interventions reflect your Company''s
holistic approach toward safeguarding
the environment, enhancing disaster
preparedness, and promoting the
humane treatment of animals, reinforcing
its commitment to sustainable
development and community well-being.
d) Art, Culture and Heritage
Development:
Your Company continued to demonstrate
its commitment to preserving India''s
rich cultural heritage and promoting
artistic expression by supporting a
diverse range of initiatives during the
year. This included the establishment of
light and sound show facilities at
historic sites, enhancement of museum
infrastructure, and organization of
cultural seminars, workshops, and skill
development programs across multiple
states. Your Company also provided free
music education opportunities for
underprivileged children, reinforcing its
dedication to nurturing local talent and
promoting cultural vibrancy.
e) Gender Equality & Women
Empowerment:
In the area of gender equality and
women empowerment, your Company
supported a wide range of programs
aimed at improving the lives of women
and marginalized communities. These
initiatives included the procurement
and distribution of sewing machines,
training camps for visually impaired
women, support for women''s health
and hygiene, and the provision of
essential infrastructure and resources
to shelter homes, community kitchens,
and tribal settlements. It also
contributed to community mass
marriages for underprivileged families
and supported local women''s groups
through uniform procurement,
reflecting its commitment to advancing
socio-economic empowerment and
inclusion.
f) Rural Infrastructure Development,
Welfare of the Divyangjan & Research
& Development:
As part of its rural infrastructure
development efforts, your Company
supported projects such as the
construction of counselling facilities at
local police stations, contributing to the
creation of safer and more supportive
rural environments.
Your Company played an active role in
the welfare of the differently abled by
distributing assistive devices,
supporting the renovation of specialized
institutions, and advancing digital
mental health initiatives to improve the
quality of life for persons with
disabilities across several regions.
Further, your Company underscored its
focus on innovation and sustainability
through meaningful investments in
research and development. Key projects
included the pilot implementation of
emergency response sanitation units
and the development of advanced
hydrogen fuel cell stacks for high-
performance aerial vehicles. These
initiatives highlight your Company''s
forward-looking approach, aimed at
fostering technological advancement,
addressing societal challenges, and
promoting long-term sustainability and
resilience.
g) Welfare of War Widows; PM
Internship Scheme (PMIS); Namami
Gange Programme:
As part of its commitment to the welfare
of war widows and the families of
India''s defense personnel, your
Company supported the construction of
24 Type II quarters under the Veer Nari
Awas project at the CRPF Group Center
in Lucknow, providing safe and dignified
housing for widows of fallen soldiers.
This initiative underscores the
Company''s deep respect and gratitude
toward the sacrifices made by the
armed forces and their families.
Your Company also demonstrated its
focus on nurturing young talent and
building future leadership through the
implementation of the Prime Minister''s
Internship Scheme (PMIS) within the
organization, offering structured
learning and development opportunities
to young professionals. Additionally,
under its commitment to environmental
sustainability and national flagship
programs, the Company played a key
role in the Namami Gange Programme,
in partnership with the National
Mission for Clean Ganga (NMCG) and
the Clean Ganga Fund (CGF). The
Company successfully dedicated the
Dinkar Ghat at Simariya, Begusarai
district, Bihar, to the public, with the
facility inaugurated by the Hon''ble
Minister of Rural Development &
Panchayati Raj, Shri Giriraj Singh,
marking a significant contribution
toward river conservation and cultural
preservation.
Various other short-term CSR projects
have also been undertaken in nearby
areas of the existing terminals at Dahej
and Kochi, for the need and benefit of
the immediate stakeholders.
Contribution to PM Cares: Your
Company has generously contributed Rs.
6.78 crore to the Prime Minister''s Citizen
Assistance and Relief in Emergency
Situations Fund (PM CARES Fund) in FY
2024-25. The total contribution to the
PM CARES Fund, since its creation in
March 2020, following the COVID-19
pandemic, by your Company is about Rs
153 crore.
Impact Assessment
In line with the requirement of the
Companies Act, 2013 and the Companies
(Corporate Social Responsibility) Rules,
2014 (as amended). The impact
assessment of eligible CSR Project was
undertaken by third party agency. The
agency has successfully carried out
impact assessment of the projects
which were spread across different
geographies of India and focused on
thematic areas such as education,
healthcare, skill development,
environment, etc. From enhancing
public health through infrastructure
development, mobile medical units, and
oxygen generation plants to promoting
sustainable environmental practices and
empowering individuals with vocational
skills, each project has contributed
significantly to addressing critical social
challenges. The emphasis on education,
healthcare, and skill development
ensured that communities are not only
equipped to handle current challenges
but are also empowered to build a
better future. By bridging gaps in
healthcare accessibility, improving
public infrastructure, and providing
opportunities for economic
advancement, these projects have
created a ripple effect, benefiting
individuals, families, and the broader
community. The enduring positive
outcomes of these efforts also
illustrated the importance of
continuous community engagement
and the adaptation of solutions to local
contexts. The high levels of satisfaction
and the tangible improvements in
quality of life reported by beneficiaries
stand as a testament to the thoughtful
design and execution of these
programs. As these projects continue to
evolve and adapt, they served as a
blueprint for how targeted, collaborative
interventions can create meaningful
and lasting change in underserved regions.
Awards and Accolades for CSR
initiatives in FY 2024-25
Your Company''s CSR efforts have been
widely recognized and conferred with
several National level awards and
accolades, for its outstanding contribution
to Nation building as mentioned below:
⢠Sewa Bhushan Samman for
inspirational CSR efforts by Shri
Rajnath Singh, Hon''ble Defence
Minister, GoI at Sewa Samman 2024
organized by Sewa Bharti on
14th December 2024 at New Delhi.
⢠11th CSR Times Award 2024, for
pivotal role in Nation building under
the category "Healthcare" through its
impactful project "Operation of
Mobile Medical Units" across
multiple locations in the Country on
23rd August 2024.
⢠"Best CSR project of the year" for
commendable contribution in the
skill development sector for its
flagship project "Skill Development in
Plastics Technology in association
with Central Institute of
Petrochemicals Engineering &
Technology" at the 11th edition of
Corporate Social Responsibility
Awards 2024 by UBS Forums on
28th August 2024.
⢠Excellence Awards by the Gujarat
Employers'' Organization (GEO) for
sustainable development and
impactful community initiatives on
29th January 2025.
⢠11th Greentech CSR India Award 2025
for its contribution & initiatives on
Healthcare Promotion on 14thJune 2025.
⢠Dahej Terminal has been honored as
2nd Runner-Up at the 3rd GEO
Excellence Awards in CSR category
under Large Enterprise organized on
27th January 2025, by the Gujarat
Employers'' Organization (GEO).
⢠Received Silver award for its Naipunyam
programme under Social Inclusion
and Community development on
29th March 2025 at New Delhi for Skill
development Program for Youth at
CIPET Kochi.
The Corporate Social Responsibility
Policy of the Company is available at the
Company website on the following
weblink: https://www.petronetlng.in/
corporate-governance
Annual Report on CSR activities for the
FY 2024-25 forms part of this report and
is attached at Annexure-I.
BOARD DIVERSITY
Your Company recognizes and embraces
the importance of a diverse board in its
success. It believes that a truly diverse
board will leverage differences in
thought, perspective, knowledge, skill,
regional and industry experience,
cultural and geographic backgrounds,
age, ethnicity, race and gender that will
help the Company retain its competitive
advantage. The Board Diversity Policy
adopted by the Board sets out to
approach diversity. The policy is
available at the website of the Company
at https://www.petronetlng.in/
corporate-governance
ANNUAL EVALUATION OF THE
BOARD
The Board adopted a formal mechanism
for evaluating its performance and as
well as that of its committees and
individual Directors, including
Chairman of the Board. The evaluation
of all the Directors, Committees,
Chairman of the Board and the Board as
a whole was conducted based on a
structured evaluation process
considering various aspects of the
Board''s functioning such as composition
of Board and Committees, experience
and competencies, performance of
specific duties and obligations,
contribution at the meetings and
otherwise, independent judgment,
governance issues etc.
COMPLIANCES WITH RESPECT
TO INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the
Companies Act, 2013 and Regulation 25
of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015, declaration(s) by all the
Independent Director(s) have been
obtained stating that they meet the
criteria of independence as provided in
Section 149(6) of the Companies Act,
2013 and Regulation 16(1) (b) of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Independent Directors appointed
by the Board are renowned experts in
their respective fields which are
required for the Directors in the context
of the Company''s business for effective
functioning such as Leadership,
Technology & Operational experience,
strategic planning, Financial, Regulatory,
Legal and Risk Management, Industry
experience, Research & Development
and Global business. Further, all the
Independent Directors comply with the
provisions of Section 150 of the
Companies Act, 2013 read with the
Com pa n ies ( Appointm en t a nd
Qualifications of Directors) Rules, 2014.
FAMILIARIZATION PROGRAMME
AND TRAINING OF INDEPENDENT
DIRECTORS
All new Independent Directors inducted
to the Board attend an orientation
program. Your Company has a well-
defined training program for imparting
training to the members of the Board
that, inter-alia, includes various
familiarization programs in respect of
their roles, rights, responsibilities in the
Company, nature of the industry in
which the Company operates, business
model of the Company etc. Further, the
same is also augmented through
various strategy meets of the Company
and different presentations in the
Board/ Committee meetings. The
details of such familiarization programs
have also been posted on the website
of the Company at https://
www.petronetlng.in/disclosures-
under-regulation-46-of-the-lodr
Further, at the time of the appointment
of Independent Director, the Company
issues a formal letter of appointment
outlining his/her roles, responsibilities,
functions, duties, remuneration and
other terms and conditions. The format
of the letter of appointment is available
on the website of the Company.
SEPARATE MEETING OF
INDEPENDENT DIRECTORS
As per statutory requirements, the
Company arranges separate meetings
of Independent Directors every year
and detailed disclosure in this regard
has been given in the Corporate
Governance Report which is annexed to
this Report.
NUMBER OF MEETINGS OF THE
BOARD OF DIRECTORS
During the year, seven Board Meetings
were held, the details of which are given
in the Corporate Governance Report
annexed to this Report, forming part of
the Annual Report. The intervening
gaps between the meetings were within
the timelines prescribed under the
Companies Act, 2013 and also as per the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. For
further details regarding number of
meetings of the Board and its
committees, please refer Corporate
Governance Report, annexed to this
Report.
DIRECTORS AND KEY
MANAGERIAL PERSONNEL
(KMP)
Inductions and Cessation
The following Directors were inducted
on the Board/ceased to be Directors on
the Board of the Company:
Shri S. Pradhan (DIN: 06938830) ceased
to be Independent Director w.e.f.
16.05.2024 upon completion of his
second term of three years.
Shri Vinod Kumar Mishra (DIN: 08125144)
ceased to be Director (Finance) & CFO
of the Company w.e.f. 18.04.2025
consequent upon completion of his
tenure.
Shri Raian Nogi Karanjawala (DIN: 02438943)
was appointed as Additional Director
(Independent Director) for a period of
three years w.e.f. 16.05.2024. His
appointment was regularized by the
Members of the Company by way of
postal ballot on 20.07.2024.
Ambassador Bhaswati Mukherjee (DIN:
07173244) was appointed on the Board
of the Company as Independent
Director w.e.f. 13.08.2021 for a term of
three years. The Board has approved
her reappointment as Independent
Director on the Board of the Company
for a second term of three years w.e.f.
13.08.2024, subject to the approval of
the shareholders by way of special
resolution. Her reappointment was
regularized by the Members of the
Company by way of postal ballot on
20.07.2024.
Shri Shrikant Madhav Vaidya (DIN:
06995642) ceased to be Nominee
Director - IOCL w.e.f. 01.09.2024
consequent upon his superannuation
from IOCL on 31.08.2024.
Shri V. Sati''sh Kumar (DIN: 09322002),
Chairman (additional charge) & Director
(Marketing), IOCL was appointed as
Additional Director in the capacity of
Nominee Director - IOCL on
07.09.2024. His appointment was
regularized by the Members of the
Company by way of postal ballot on
23.11.2024. He ceased to be Nominee
Director - IOCL w.e.f. 29.11.2024.
Shri Arvinder Singh Sahney (DIN:
10652030), Chairman, IOCL was
appointed as Additional Director in the
capacity of Nominee Director - IOCL
w.e.f. 29.11.2024. His appointment was
regularized by the Members of the
Company by way of postal ballot on
25.01.2025.
Shri Sanjeev Mitla (DIN: 00160478) and
Shri Sundeep Bhutoria (DIN: 00733800)
were appointed on the Board of the
Company as Independent Directors
w.e.f. 09.02.2022 for a term of three
years. The Board has approved their re¬
appointment as Independent Directors
on the Board of the Company for a
second term of three years w.e.f.
09.02.2025 subject to the approval of
the shareholders by way of special
resolution. Their reappointment was
regularized by the Members of the
Company by way of postal ballot on
25.01.2025.
Shri Saurav Mitra (DIN: 07684414) was
appointed as Additional Director in the
capacity of Director (Finance) & CFO of
the Company w.e.f. 22.04.2025 for a
period of five years. His appointment
was regularized by the Members of the
Company by way of postal ballot on
28.06.2025.
Shri G. Krishnakumar (DIN: 09375274)
ceased to be Nominee Director - BPCL
w.e.f. 01.05.2025 consequent upon his
superannuation from BPCL on
30.04.2025.
Shri Sanjay Khanna (DIN: 09485131),
Director (Refineries) with additional
charge of Chairman & Managing
Director - BPCL was appointed as
Additional Director in the capacity of
Nominee Director - BPCL on
19.05.2025. His appointment was
regularized by the Members of the
Company by way of postal ballot on
28.06.2025.
The Board placed on record its sincere
appreciation for valuable services
rendered and contribution made by Shri
S. Pradhan, Independent Director, Shri
Vinod Kumar Mishra, Director (Finance)
& CFO, Shri Shrikant Madhav Vaidya,
Nominee Director - IOCL, Shri V. Sati''sh
Kumar, Nominee Director - IOCL and
Shri G. Krishnakumar, Nominee Director
- BPCL during their association with the
Company.
Reappointment
In accordance with the Articles of
Association of the Company and as per
statutory requirements, Shri Pankaj
Jain, Chairman and Shri Milind
Torawane, Nominee Director - GMB/
GoG, would retire by rotation at the
ensuing Annual General Meeting and
being eligible offers themselves for
reappointment.
Brief resume of directors seeking
reappointment together with the
nature of their expertise in specific
functional areas, disclosure of relationship
between director inter-se, name of
companies in which they hold
membership/ chairmanship of
committees of the Board alongwith
their shareholding in your Company etc.
as stipulated under SEBI (LODR)
Regulations, 2015 and other statutory
provisions are given in the annexure to
the Notice of 27th Annual General
Meeting.
Key Managerial Personnel
Pursuant to Section 203 of the
Companies Act, 2013, the Key
Managerial Personnel of the
Company as on 31st March 2025 were:
1. Shri Akshay Kumar Singh, Managing
Director & CEO
2. Shri Vinod Kumar Mishra, Director
(Finance) and CFO
3. Shri Pramod Narang, Director
(Technical)
4. Shri Rajan Kapur, Company Secretary
SIGNIFICANT AND MATERIAL
ORDERS PASSED BY REGULATORS
OR COURTS
There are no significant and material
orders passed by the Regulators, courts
or Tribunals which would impact the
going concern status and the
Company''s future operations.
MANAGEMENT DISCUSSION
AND ANALYSIS
The Annual Report contains a separate
section on Management Discussion and
Analysis which is annexed with the
Directors'' Report. The disclosure
attached herewith as Annexure V forms
part of the Directors'' Report.
CORPORATE GOVERNANCE
Your Company is committed to good
Corporate Governance and lays strong
emphasis on transparency,
accountability and integrity. As required
under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015, the Report on Corporate
Governance, together with Auditors''
Certificate regarding compliance of
conditions of corporate governance for
the FY 2024-25, is annexed to this
report. The disclosure attached
herewith as Annexure VI forms part of
the Directors'' Report.
COMPLIANCE WITH SECRETARIAL
STANDARDS
The Company has devised proper
systems to ensure compliance with the
provisions of all applicable Secretarial
Standards issued by the Institute of
Company Secretaries of India and that
such systems are adequate and
operating effectively.
RISK MANAGEMENT
Risk Management continues to be an
integral component of your Company''s
strategic and operational framework. In
a dynamic business environment, the
ability to proactively identify, assess,
and mitigate risks is critical to ensuring
the long-term sustainability, resilience,
and success of the Company. Risk
Management is embedded across
functions and levels, enabling informed
decision-making and safeguarding the
interests of stakeholders.
Your Company''s Enterprise Risk
Management (ERM) framework is
structured to identify both internal and
external risks, assess their potential
impact and likelihood, and define
mitigation strategies with clear
accountability. Each identified risk is
measured using a standardized risk¬
scoring mechanism, and its treatment is
monitored regularly through defined
controls and action plans. The risk
management approach is holistic,
covering strategic, operational,
financial, compliance, environmental,
and reputational dimensions.
Strengthening of Risk Management
Practices
During the FY 2024-25, your Company
undertook a comprehensive review of
its Integrated Risk Management and
Business Continuity Policy to enhance
alignment with regulatory compliances,
industry best practices and SEBI (LODR)
Regulations. The revised policy
incorporates key enhancements such as
the introduction of a Risk Steering
Committee (RSC) and Risk Controller in
the governance structure for effective
identification and monitoring of the
risks, empowered and robust risk
categorization and rating criteria
aligned with industry benchmarks,
quarterly review mechanism by the
CRO, and establishment of a Risk
Repository for tracking archived risks.
Simultaneously, a reassessment of its
Enterprise Risk Register has also been
undertaken considering emerging
geopolitical, regulatory, and operational
challenges, to align the same with the
current risk environment.
BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
The Business Responsibility and
Sustainability Report covering initiatives
u n d e r ta ke n wi th re s p e c t to
environmental, social and governance
perspective has been prepared in
accordance with the directives of SEBI
and forms a part of the Annual Report.
The disclosure attached herewith as
Annexure VII forms part of the
Directors'' Report.
Through continuous monitoring and
timely interventions, your Company
remains committed to maintaining a
robust risk management ecosystem
that enables agility, compliance, and
value protection for all its stakeholders.
Reasonable assurance on BRSR Core
indicators in BRSR for the FY 2024-25 as
provided by M/s V. Sankar Aiyar & Co.,
Chartered Accountants is annexed with
the Directors Report and forms part of
this Annual Report.
GREEN INITIATIVES
In light of various circulars issued by
Ministry of Corporate Affairs and the
Securities and Exchange Board of India,
the annual general meeting is being
held through video conferencing. The
Annual Report for the FY 2024-25 is
being sent through email and the same
is also available at the website of the
Company. MCA circular dated
05.05.2020 requires that the Company
should facilitate the manner in which
the persons who have not registered
their email addresses with the company
can get the same registered with the
Company. In light of the MCA Circulars
and better Corporate Governance, the
Company has provided facility to the
shareholders through the depositories
i.e. NSDL and CDSL and through its
Registrar and Transfer Agent i.e.
Bigshare Services Private Limited, to
register their email addresses with the
depositories or the Company for
receiving the Annual Report for
FY 2024-25 and other communications.
Accordingly, it is requested that
members who have not registered their
email addresses, may kindly register the
same.
DETAILS OF ESTABLISHMENT
OF VIGIL MECHANISM FOR
DIRECTORS AND EMPLOYEES
The Board of Directors of your Company
has approved the Vigil Mechanism in
terms of provisions of Section 177 of the
Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 for
Directors and employees of your
Company to report to the management,
concerns about unethical behaviour,
actual or suspected fraud or violation of
the policy. The same has also been
hosted on the website of your Company.
During the year ended 31st March 2025,
no complaint was received under Vigil
Mechanism and thus no complaint was
pending as on 31st March 2025.
CODEOFCONDUCT
Your Company has formulated a Code
of Conduct for Board Members and
Senior Management Personnel. The
confirmation of compliance of the same
is obtained from all concerned on an
annual basis. All Board Members and
Senior Management Personnel have
given their confirmation of compliance
for the year under review. A declaration
duly signed by Managing Director & CEO
is given in the Report on Corporate
Governance annexed to this Report.
The Code of Conduct for Board
Members and Senior Management
Personnel is available on the website of
the Company.
AUDIT COMMITTEE
The recommendations made by the
Audit Committee during the year were
accepted by the Board. The other
details of Audit Committee like
composition, terms of reference,
meetings held are provided in the
Corporate Governance Report annexed
to this Report.
NOMINATION AND
REMUNERATION COMMITTEE
Your Company has a Nomination and
Remuneration Committee and detailed
disclosure in this regard has been given
in the Corporate Governance Report
which is annexed to this Report.
EXTRA ORDINARY GENERAL
MEETING
During the year, no Extra Ordinary
General Meeting was held.
PARTICULARS OF CONTRACTS
OR ARRANGEMENTS WITH
RELATED PARTIES (RPTs)
In line with the provisions of the
Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015, your
Company has a comprehensive Policy on
materiality of Related Party Transactions
and on dealing with Related Party
Transactions.
The Policy is available on the website of
the Company.
The Company gives the disclosure
regarding material transactions with
related parties on a quarterly basis
along with the compliance report on
Corporate Governance. As per
requirements of Section 134 (3) of
Companies Act, 2013 read with the Rule
8 of Companies (Accounts) Rule, 2014,
particulars of contracts or arrangements
with related parties as referred in
Section 188 (1) of the Companies Act,
2013 is annexed to this report. Further,
suitable disclosures as required by the
Accounting Standards has been given in
the Notes to the Financial Statements.
The disclosure are attached herewith as
Annexure II and forms part of the
Directors'' Report.
PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
In compliance with the provisions of the
Companies Act, 2013, the details of
investments made, and loans/
guarantees provided as on 31st March
2025 are given in the respective Notes
to the financial statements.
INSURANCE
Your Company has taken Directors and
Officers liabilities insurance as well as
appropriate insurance with adequate
coverage for all assets against
foreseeable perils.
PARTICULARS OF EMPLOYEES
PURSUANT TO SECTION 197 OF
THE COMPANIES ACT, 2013
Disclosures relating to remuneration
and other details as required under
Section 197(12) of the Act read with
Ru l e 5 ( 1 ) of th e Com p a n i es
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are
attached as Annexure-III to this Report.
In terms of the provisions of Section
197(12) of the Act read with Rules 5(2)
and 5(3) of the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014, a statement
showing the names of the top ten
employees in terms of remuneration
drawn and names and other particulars
of the employees drawing remuneration
in excess of the limits set out in the said
rules, forms part of this Report. Having
regard to the provisions of the second
proviso to Section 136(1) of the Act, the
Annual Report excluding the aforesaid
information is being sent to the
members of the Company. Any
member interested in obtaining such
information may address their email to
investors@petronetlng.in.
WEB LINK OF ANNUAL RETURN
The web link of Annual Return for the
FY 2024-25 is available at the website
of the Company at https://
www.petronetlng.in/shareholders-
information
LISTING ON STOCK EXCHANGES
The Company''s equity shares are listed
on the BSE Limited and National Stock
Exchange of India Limited.
TRANSFER OF AMOUNTS/
SECURITIES TO INVESTOR
EDUCATION AND PROTECTION
FUND
Pursuant to the provisions of Section
124 and 125 of the Companies Act, 2013
and Rules made thereunder, the
Company has deposited the amount
lying in Unpaid/Unclaimed Dividend
account for the FYs 2006-07 to 2016-17
to Investor Education and Protection
Fund. Detail of the same is available at
website of the Company at the following
link https://www.petronetlng.in/
unclaimed-dividend-iepf-matters
Further, pursuant to the provisions of
Section 124(6) of Companies Act 2013,
all the shares in respect of which
dividend has not been paid or claimed
for seven consecutive years or more
were also transferred to IEPF Suspense
Account. Details of the same is available
at website of the Company at the
following link - https://
www.petronetlng.in/unclaimed-
dividend-iepf-matters
OTHER DISCLOSURES
⢠During the FY 2024-25, Internal
Complaints Committees (ICC) have
been constituted to redress the
complaints regarding sexual
harassment pursuant to the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and
Redressal) Act, 2013. The data
regarding complaints under the said
Act are as under:
(i) number of complaints of sexual
harassment received in the year -
Nil
(ii) number of complaints disposed
off during the year - Not
Applicable
(iii) number of cases pending for
more than ninety days - Not
Applicable
⢠During the FY 2024-25, the Company
has complied with the provisions
relating to the Maternity Benefit Act,
1961:
(i) No. of Employees (Officers)
covered under Maternity
Benefits: 26
(ii) No. of Employees (Staff) covered
under Maternity Benefits: 13
Further, work towards providing Creche
facility in the Company premises is
under progress.
⢠No disclosure or reporting is
required in respect of the following
items as either these were not
applicable or there were no
transactions on these items during
the FY 2024-25:
(i) Details relating to deposits covered
under Chapter V of the Act.
(ii) Issue of equity shares with
differential rights as to dividend,
voting or otherwise.
(iii) Issue of shares (including sweat
equity shares) to employees of
the Company under any scheme.
(iv) Neither the Managing Director
nor the Whole-time Directors of
the Company receive any
remuneration or commission
from any of its subsidiaries.
(v) There are no material changes
and commitments affecting the
financial position of the
Company which have occurred
between the end of the FY and
the date of this report.
STATUTORY AUDITORS
M/s V. Sankar Aiyar & Co., Chartered
Accountants (Firm Registration No.
109208W), have been appointed by the
Shareholders of the Company in the
Annual General Meeting held on
21.09.2022 as Statutory Auditors for a
tenure of 5 years, up to the Annual
General Meeting to be held in 2027.
AUDITORS'' REPORT
The Auditors have submitted an
unqualified report for the FY 2024-25.
No fraud has been reported by the
Auditors under sub-section (12) of
section 143 of the Companies Act, 2013.
SECRETARIAL AUDIT
M/s JMC & Associates, Practicing
Company Secretary (M. No. FCS 10483,
CP No. 22307), was appointed by Board
of Director to conduct the Secretarial
Audit of the Company for the FY 2024¬
25 as required under Section 204 of
Companies Act, 2013 and rules made
thereunder.
A Secretarial Audit Report for the FY
2024-25 submitted by M/s JMC &
Associates, Secretarial Auditor is
annexed as Annexure IV and forms part
of the Directors'' Report.
INTERNAL AUDITOR
The Board of Directors had appointed
M/s Deloitte Touche Tohmatsu India LLP
(Deloitte) as the Internal Auditor of the
Company for a period of 3 years i.e.
from FY 2022-23 till FY 2024-25.
Further, the Board of Directors has re¬
appointed Deloitte as the Internal Auditor
of the Company for the FY 2025-26.
COST AUDITOR
In compliance with the Companies (Cost
Records and Audit) Rules, 2014, your
Company maintains the requisite Cost
Accounting Records as prescribed.
The Board of Directors had appointed
M/s Ramanath Iyer & Co., Cost
Accountants (Firm Registration. No.
000019) as the Cost Auditors of the
Company for a period of 3 years,
starting from FY 2022-23 up to 2024-25.
Further, during the year, the Board has
appointed M/s Chandra Wadhwa & Co.,
Cost Accountants (Firm Registration
Number 000239), as the Cost Auditors
for a term of three years, from the
FY 2025-26 to 2027-28, to ensure
continued adherence to statutory
requirements.
ANNEXURES FORMING PART OF ANNUAL REPORT
The particulars of annexure forming part of this report are as
under:
|
Particulars |
Annexure |
|
Annual Report on CSR Activities for the I |
|
|
Disclosure of Related Party Transactions |
II |
|
Particulars of Employees pursuant to Section 197 |
III |
|
Secretarial Audit Report for the FY 2024-25 |
IV |
|
Management Discussion & Analysis for the |
V |
|
Report on Corporate Governance for the |
VI |
|
Business Responsibility and Sustainability |
VII |
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, the Directors hereby
states that:
(a) In the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departures;
(b) The Directors have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the FY and of the profit and loss of the
Company for that period;
(c) The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going
concern basis;
(e) The Directors have laid down Internal Financial Controls
to be followed by the Company and that such Internal
Financial Controls are adequate and operating effectively;
and
(f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
ACKNOWLEDGEMENTS
The Board of Directors sincerely thanks and wishes to place
on record appreciation to the Ministry of Petroleum and
Natural Gas, Government of India, State Governments of
Gujarat and Kerala, Promoters of the Company, QatarEnergy,
Exxon Mobil and other LNG suppliers, gas off-takers/
consumers of re- gasified LNG, Auditors, Lenders and Insurers
fortheir whole-hearted co-operation and unstinted support.
The Directors of your Company also convey their gratitude to
all the shareholders for the continued support and the trust
they have reposed in the Management. The Directors look
forward to a better future and further growth of your
Company.
The Board also appreciates the contribution of contractors,
vendors and consultants in the implementation of various
projects of the Company.
We wish to place on record our deep appreciation to
employees at all levels for their hard work, dedication and
commitment.
For and on behalf of the
Board of Directors
(Pankaj Jain)
Place: New Delhi Chairman
Date: 28.08.2025 DIN: 00675922
Mar 31, 2024
On behalf of the Board of Directors, it is our privilege and honour to present the Twenty-sixth Annual Report along with Audited Standalone and Consolidated Financial Statements and Auditors'' Report thereon for the financial year ended 31st March 2024.
Physical Performance
Terminal Operations
The year 2023-24 has been an excellent year for the Company in terms of achieving significant milestones on the operational front as well as on the expansion and diversification plans of the Company.
Despite various challenges, the Company demonstrated remarkable resilience as it bounced back to a splendid performance, from a turbulent year 2022-23 in terms of volatile prices of natural gas and geopolitical disturbances. Not only on operational front, your Company also demonstrated excellence on the HSE and wellbeing aspects for its stake holders as both the terminals won the prestigious 5-star rating and sword of honour by the British Safety Council in their maiden attempt. In the process, Dahej and Kochi terminal of your Company have become the first such terminals in the country to be honoured with this prestigious international award.
Dahej LNG Terminal
Dahej Terminal, having name plate capacity of 17.5 MMTPA, operated at 95.5% capacity and achieved a throughput of 16.71 MMTPA during the financial year 2023-24 against capacity utilization of 77.8% with a throughput of 13.61 MMTPA, during previous financial year i.e. 2022-23. The Terminal achieved total energy send out of 864.9 TBTUs during financial year of 2023-24 as against 703.41 TBTUs in
|
Total Dahej Plant sendout (MMT) 3.79 4.19 3.51 4.07 2 9â 4.22 j 33 4.23 ¦ ¦ ¦¦ ¦¦ ¦¦ |
13.61 1 |
16.7 1 |
|
|
Q-l Q 2 Q-3 Q-4 Yearly (Apr*Mar) ¦ Prwlout ffciandal Ve»r (fV 2022-23) ¦ Cuwr« Ywr (FV 2023-24) |
|||
In other significant achievement, the terminal clocked highest ever total daily sendout of 75.65 MMSCM on 11th October 2023. It achieved best ever specific power consumption of 0.249 kWh/MMBtu for the year 2023-24 as against 0.255 kWh/MMbtu during the previous financial year i.e. 2022-23. Terminal unloaded total 254 ships during the financial year 2023-24 as against 212 ships during the financial year 2022-23.
On the LNG truck loading front, the terminal loaded highest ever 9266 number of LNG trucks during the financial year 2023-24 as against 6987 trucks loaded during the previous year, registering an increase of about 33%. Also, on 3rd Jan 2024, highest ever single day loading of 43 number of LNG trucks was achieved.
Another significant contribution towards energy security for the nation was ensured during extreme cyclonic conditions caused by the cyclone ''Biparjoy'' from 14th to 18th June 2023. Despite the challenges to berth the ships at jetty, the terminal was able to maintain continuous sendout during this high demand period due to proactive actions initiated on inventory management in a professional manner. It was thus able to maintain the supply to the crucial fertilizer and power sectors of the country, amongst others.
Kochi LNG Terminal
Kochi Terminal having the name plate capacity of 5 MMTPA operated at 20.8% capacity with total send out of
1.04 MMTPA during financial year of 2023-24 as compared to 18.6% capacity utilization and 0.93 MMTPA sendout, during previous year i.e. 2022-23. In terms of energy, terminal achieved a send out of 54.05 TBTUs during financial year of 2023-24 as against 48.25 TBTUs during previous financial year, which is also the highest ever sendout achieved by the terminal in a year.
|
Total Kochi Plant sendout (MMT) |
1.04 |
||
|
0.93 ¦ |
|||
|
o 22 0.25 n ,n 0.25 0.26 0.26 0.25 0.28 |
|||
|
¦¦ ¦¦ ¦¦ ¦¦ |
|||
|
Q-l Q-2 Q-3 Q*4 Yearly lApr-Mar) ¦ Previous Financial Vear (FY 2022-23) B Current Financial Year (FY 2023-24) |
|||
Terminal also unloaded highest ever 17 LNG ships during financial year 2023-24. In addition, the terminal successfully carried out two Gassing Up and Cooling Down (GUCD) operations, a specialised activity, that is executed only at Kochi LNG terminal in the entire country. In another significant development, the terminal commissioned 200 kWp solar plant which enhanced renewable energy generation of Kochi terminal to 400 kWp, demonstrating your Company''s commitment towards promoting clean energy.
On the LNG truck loading front, terminal also loaded highest ever 2230 LNG trucks during financial year 2023-24 as compared to 1494 LNG trucks loaded during previous year i.e. 2022-23, registering an increase of about 49%.
LNG Sourcing
In a major milestone, your Company successfully concluded and executed a LNG Sale & Purchase Agreement (LNG SPA) for purchase of around 7.5 MMTPA LNG with QatarEnergy on long-term basis on 6 February 2024. This is pursuant to extension of an existing LNG SPA for LNG supply of around
7.5 MMTPA LNG Sale & Purchase Agreement on FOB basis, signed on 31st July 1999 for supplies till 2028. Under the new agreement, LNG supplies will be made on delivered (DES) basis commencing from 2028 till 2048.
Similar to earlier agreement of 1999, the LNG volumes under the new SPA shall also be offtaken by GAIL (India) Limited (60%), Indian Oil Corporation Limited (30%) and Bharat Petroleum Corporation Limited (10%) after regasification primarily from Dahej Terminal on substantially back to back basis.
This LNG SPA between your Company and QatarEnergy will ensure energy security of the India and assure continued supplies of regasified LNG to major consuming sectors like fertilisers, CGD, refineries & petchem, power and other industries. Renewal of this agreement is a step towards achieving vision of Hon''ble Prime Minister of India to make India a gas-based economy and increase share of natural gas in India''s primary energy basket to 15% by year 2030. This agreement will provide energy security and ensure stable & reliable supply of clean energy and help India in its stride towards greater economic development.
Gassing Up and Cooling Down (GUCD)
Your company has successfully provided service for two Gassing up and Cooling down operations at Kochi Terminal through its wholly owned subsidiary Petronet Energy Limited during FY 2023-24.
Small Scale LNG
Your Company aims to reduce Green House Gas (GHG) emissions from medium and heavy commercial vehicles, by offering not only a cleaner alternative but also an economic & efficient fuel in form of LNG.
In this direction, your Company has already set up four LNG dispensing stations in Southern India, with three stations in Tamil Nadu and one station in Karnataka, which are likely to be commissioned shortly. Further, your Company is setting up fifth station outside Dahej LNG terminal, construction of which is expected to commence soon. Further, anticipating the growth and future of LNG use as an automotive fuel in India, your Company is in the process of setting up ten (10) more LNG dispensing stations across major National Highways and equipments for these stations have already been ordered.
Shipping Arrangements
Under long term SPA with Qatar, 7.5 MMTPA of LNG is being imported on Free on Board (FOB) basis, from Ras Laffan, since 2004. To secure steady freight rates and reliability of
transportation, three dedicated LNG carriers namely Disha, Raahi and Aseem were chartered on long term basis for a duration of 25 years. A consortium of M/s NYK Line, M/s K-Line, M/s MOL and M/s Shipping Corporation of India Ltd. (SCI), owns these vessels (with your Company owning a stake of 3% in the 3rd vessel Aseem), whereas technical management and manning of these vessels is carried out by M/s. SCI Ltd.
Another long term LNG supply from MARC (Exxon-Mobil) is on Delivery Ex Ship (DES) basis and fourth long term-chartered LNG vessel "Prachi" where your Company owns a stake of 26% along with balance stake owned by a consortium of M/s NYK Line, M/s K-Line, M/s MOL and M/s Shipping Corporation of India Ltd. (SCI), was novated to Exxon Mobil in the year 2017-18.
The shipping operations are meticulously planned to meet energy security needs of the country and are closely monitored to respond promptly against the sudden changes in the supply-demand balance. Overall, the shipping operations during FY 2023-24, have run efficiently with highest priority to safe operations and optimized fuel consumptions paying utmost regard to the environmental aspects.
All scheduled cargoes of FY 2023-24 from Ras Laffan, Qatar, were lifted, and transported through the above mentioned three long term-chartered vessels along with planned additional LNG vessels, that were hired from the spot market at very competitive rates. Despite a planned major
dry docking of long term-chartered vessel Disha for about 51 days and a maintenance inspection of Qatar''s loading facilities in the month of May 2023 (about 27 days), thus limiting availability of loading slots, a total of 110 voyages were made by these long term-chartered LNG vessels during the FY 2023-24. The utilization of LNG jetties has also been safely and efficiently optimized throughout the year without any downtime.
The coastal Gujarat was severely hit by the cyclone ''Biparjoy'' in the month of June 2023. However, through meticulous planning and persistent efforts, depleting inventory of the terminal was optimally managed by safe handling of ships in adverse weather condition, to ensure uninterrupted operations. As a result of which natural gas supply to the critical fertilizer industry and other consumers could be sustained even during the most severe period of the cyclone.
Your Company has proactively started the new environmental compliances of International Convention for the Prevention of Pollution from Ships (MARPOL), for its long term-chartered vessels, namely Energy Efficiency Existing Ship Index (EEXI) and the annual operational Carbon Intensity Indicator (CII) & ratings, through its vessel operators. LNG vessels Disha and Raahi commenced operating with Energy Power Limitation (EPL) from November 2023 and February 2024, respectively to meet EEXI & CII requirements, marking a positive step towards net zero.
In the FY 2023-24, Dahej LNG Terminal handled 254 ships taking its cumulative tally to 3400 number of ships, since its commissioning in 2004. Also, Kochi LNG Terminal handled 17 ships in the FY 2023-24 and total 128 ships since its commissioning in 2013.
During FY 2023-24, your Company has also achieved two significant milestones for long term-chartered vessels i.e., Raahi''s 700th voyage on 17th August 2023 and Aseem''s 500th voyage on 12th November 2023 between Qatar and India.
In addition to above, Dahej LNG Terminal was honoured with the distinguished ''Maritime Excellence Achievers Award 2023'' in the category for ''Terminal Operational Excellence'' at the Global Maritime India Summit 2023 held in Mumbai during 17th to 19th October 2023.
FINANCIAL PERFORMANCE
During the FY 2023-24, your Company achieved turnover of Rs.52,728.43 Crore as against that of Rs.59,899.36 Crore in FY 2022-23. Profit before tax (PBT) stood at Rs 4,757.03 Crore in FY 2023-24 as against Rs 4,334.53 Crore in FY 2022-23. Profit after tax (PAT) was Rs 3,536.20 Crore during FY 202324 as against Rs 3,239.93 Crore in FY 2022-23. The Company was able to achieve robust financial results riding on higher capacity utilization, stable LNG prices and achieving efficiency and optimization in its operations.
Net worth of your Company has increased to Rs. 16,962.80 Crore as on 31st March 2024 from Rs. 14,934.74 Crore as on 31st March 2023, registering a growth of over 14%.
In accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Accounting Standards, the Audited Standalone and Consolidated Financial Statements of the Company for FY 2023-24, together with the Auditors'' Report form part of this Annual Report.
The key highlights of the Standalone and Consolidated Financial Results are as follows:
A. Financial highlights on Standalone basis are as under:
(Rs. in crore)
|
Particulars |
For the year ended 31st March, 2024 |
For the year ended 31st March, 2023 |
|
Revenue from operations |
52,728.43 |
59,899.36 |
|
Other Income |
616.74 |
573.62 |
|
Total Revenue (A) |
53,345.17 |
60,472.98 |
|
Salary & Other operating expenses |
47,521.91 |
55,043.59 |
|
Finance Charges |
289.67 |
330.51 |
|
Depreciation |
776.56 |
764.35 |
|
Total Expenses (B) |
48,588.14 |
56,138.45 |
|
Profit before tax & Exceptional Items |
4,757.03 |
4,334.53 |
|
Exceptional Items |
- |
- |
|
Tax expenses, including deferred tax |
1,220.83 |
1,094.60 |
|
Profit after tax |
3,536.20 |
3,239.93 |
|
Earnings (Rs.) per Share |
23.57 |
21.60 |
B. Financial highlights on a Consolidated basis:
(Rs. in crore)
|
Particulars |
For the year ended 31st March, 2024 |
For the year ended 31st March, 2023 |
|
Revenue from operations |
52,729.33 |
59,899.36 |
|
Profit Before Tax |
4,747.68 |
4,282.18 |
|
Profit after Tax |
3,652.44 |
3,325.82 |
|
Less: share of minority |
- |
- |
|
Profit for the Group |
3,652.44 |
3,325.82 |
DIVIDEND
The Board of Directors of your Company has recommended a final dividend of Rs. 3 per equity share of Rs. 10/- each i.e. 30% of the paid-up Share Capital of the Company as on 31st March 2024, subject to the approval of the shareholders in the ensuing Annual General Meeting. This is in addition to the Interim Dividend of Rs. 7 per equity share of Rs. 10/-each paid by the Company in November 2023. This is the 18th consecutive year for which your Company has recommended payment of dividend.
The final dividend shall be paid to the members, whose names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL as at the close of business hours on Friday, 12th July 2024 (Record date).
Your Company has duly approved Dividend Distribution Policy. The same is available on Company''s website at https://petronetlng.in/corporate-governance
CHANGES IN SHARE CAPITAL
There was no change in the Share Capital of the Company during the year. The Company has an Authorised Share Capital of Rs. 3000,00,00,000/- (Rupees Three Thousand Crore) divided into 300,00,00,000 (Three Hundred Crore) Equity Shares of face value of Rs. 10/- (Rupees Ten) each and Paid-up Share Capital of Rs. 1500,00,00,880/- (Rupees One Thousand Five Hundred Crore Eight Hundred Eighty) divided into 150,00,00,088 (One Hundred Fifty Crore Eighty-Eight)
Equity Shares of face value of Rs. 10/- (Rupees Ten) each.
ONGOING PROJECTS AND NEW BUSINESS INITIATIVES
Your Company has set an ambitious target for exponential growth and diversification, by formulating its vision and strategy document titled "1-5-10-40". The Company aims to achieve an annual turnover of Rs 1 lakh crore in five years, with a profit after tax of Rs 10 thousand crore supported by an investment of Rs 40 thousand crore. To meet this ambitious target, the projects worth around Rs 27,000 crore are under various phases of execution. Below is the current status of ongoing projects:
I. Storage tanks at Dahej
At present total storage capacity of Dahej terminal is around 1 million cubic meter in six full containment double walled cryogenic storage tanks. To further increase the operational flexibility for handling projected higher volumes, the storage capacity at Dahej is being augmented by way of construction of two additional LNG tanks of gross capacity 1,85,000 cubic meter each, at a cost of Rs 1,245 crore. It is heartening to share that the mechanical completion of the same has already been achieved 3 months ahead of the contractual schedule. The project is in advanced stage of readiness for commissioning, pending statutory clearances.
II. Regas capacity expansion of Dahej
Envisioning the need of enhanced regasification infrastructure in the Country, your company is expanding the regasification capacity at the Dahej Terminal from
17.5 MMTPA to 22.5 MMTPA, through a cost-effective brownfield expansion costing around Rs. 580 crore. The project is being executed in the Engineering, Procurement and Construction Management (EPCM) mode. Importantly, major supply items are sourced from indigenous vendors, supporting the "Make in India" initiative of the Government of India. The project execution is in full swing and is likely to be completed by the end of FY 2024-25.
III. Third Jetty project at Dahej
Your Company is constructing a unique third jetty of approach length 2.5 km (approx.) adjacent to the existing second jetty for unloading of LNG, liquified ethane and propane, at a cost of Rs 1,700 crore. The project is envisaged in line with the above mentioned capacity expansion project at Dahej terminal and also for importing the feedstock for the upcoming Petrochemicals complex. The facility for ethane handling is being created to cater the needs of various third parties. Third jetty has been designed to handle LNG carriers of size 65,000 cubic meter to 266,000 (Q-Max) cubic meter and
ethane and propane carriers of size greater than 70,000 cubic meters. The environmental clearance and other statutory permissions for the project have already been received. Construction works at site are expected to start immediately after the monsoon and the project is being targeted to be completed well before the completion of upcoming Petrochemicals Project.
IV. LNG storage and Regasification project at Gopalpur, Odisha
As a part of geographical diversification strategy, the Board of your Company has approved setting up of 4 MMTPA LNG terminal at Gopalpur, Odisha. Pre-project activities have already been completed, which include onshore geotechnical investigation and topographic surveys, pipeline survey for tie in connectivity, offshore geotechnical investigation, and marine geophysical surveys etc. Various modelling studies are also in the advance stage of compilation. Further, Government of Odisha has approved allotment of land for setting up of land based terminal at the same location. Based on the said approval, the preparation of DFR for the land based terminal is in advanced stage of completion.
Your Company has also executed binding Sub Concession Agreement, Sub Lease deed and Port Services agreement for the said project with Gopalpur Ports Limited on 27th December 2023.
V. Petrochemicals Complex at Dahej
As a part of major diversification effort undertaken by your Company, Petrochemicals Complex at Dahej, comprising of Propane Dehydrogenation Unit (PDH) of capacity 750 KTA and a Poly propylene unit (PP) of capacity 500 KTA along with ethane and propane storage and handling facilities has been approved by the Board at a cost of Rs 20,685 crore, on 30th October 2023. The foundation stone for the Petrochemicals Complex was laid by Honorable Prime Minister on 12th March 2024. The project is being executed in a fast-track mode. Various statutory clearances including environment and CRZ clearances have already been obtained. Licensors
for both the units namely PDH and PP have also been appointed and the engineering activities for the project are being undertaken in expeditious manner. The Project Management Consultant has also been engaged. Area grading of entire 50 hectare plot including construction of boundary wall has been completed and the site is ready for further construction activities.
Your Company executed a binding term-sheet with Deepak Phenolics Limited (DPL), a wholly owned subsidiary of Deepak Nitrite Limited for the supply of propylene and hydrogen on 20th December 2023. As per the agreement, DPL shall purchase 250 KTA of propylene and 11 KTA of hydrogen from the said project on longterm basis.
VI. Installation of additional Truck Loading Bay at Dahej and Kochi
Your Company aims to fortify its presence in the expanding Indian natural gas market by addressing the needs of customers not connected to natural gas pipelines. To achieve this, your Company plans to augment its LNG trucks loading facilities as a proactive approach, leveraging its position as the highest truck loading facilities provider in the country. This capability is being enhanced with the installation of four additional TLF skids at Dahej terminal and two TLF skids at Kochi terminal, at a cost of Rs 76 crore. The installation work at both locations is progressing as per the schedule and expected to be completed in third quarter of FY 2024-25.
VII. Gassing Up and Cooling Down (GUCD)
To capitalize on the niche business opportunity of gassing up and cooling down (GUCD) operations for LNG ships, your Company is augmenting existing GUCD facility at the Kochi LNG terminal for more efficient GUCD operations. Kochi terminal is the only LNG terminal in the country offering such specialized service. This augmentation aims to offer a globally competitive solution to prospective customers at the terminal. The GUCD facility enhancements are scheduled for completion by August 2024.
VIII. Affordable Rental Housing Complex (ARHC)
As a socially responsible organization, your Company, under Affordable Rental Housing Complex (ARHC) scheme of the Government of India, has undertaken construction of 1500 Dwelling units at an approximate cost of Rs 100 crore. The complex consists of 14 blocks of 1BHK flats and 5 dormitory blocks. The project aims to empower migrant workforce by providing them with an affordable and dignified housing close to their workplace. The construction work which commenced in February 2023, is in full swing. The project is expected to be completed by May 2025.
IX. Construction of Office Complex at Dwarka, New Delhi
Your Company is constructing a unique ship-shaped, architectural marvel office complex at Dwarka, New Delhi at a cost of around Rs 160 crore. The twin towers having glass facade system are under construction and targeted for platinum rating of green building council. The ship shaped twin tower building design concept, after completion, will not only be a distinctive landmark in Delhi but would also be one of its kind in the country. The project is expected to be completed by the end of FY 2024-25.
NEW BUSINESS INITIATIVES
SETTING UP OF COMPRESSED BIOGAS PLANTS
Your Company is foraying into new diversified business of Compressed Biogas (CBG) project under Government of India''s initiatives SATAT / GOBARDHAN and making efforts for the setting up of 25 number of CBG plants across various parts of India.
In order to achieve the above said objective, your Company is in the process of identification of Government land for setting up of CBG plants in the States of Uttar Pradesh, Haryana, Maharashtra, Gujarat, Himachal Pradesh, Madhya Pradesh and Odisha.
The foundation stone for setting up of CBG Plants has been laid in 4 districts in Uttar Pradesh (UP) namely Amethi, Fatehpur, Bahraich & Kanpur Dehat by the Hon''ble Chief Minister of UP in the august presence of the then Hon''ble Minister of Petroleum and Natural Gas and Housing and Urban Affairs on 27th January 2024 at Budaun (U.P.)
Your Company, in association with Panchayat and Development Dept., Government of Haryana & Haryana Renewable Energy Development Agency, has already identified land in 5 Districts (Sonipat, Jind, Karnal, Kaithal and Ambala) of Haryana for setting up of CBG plants.
Your Company is fully committed to promote such green initiatives.
Green initiatives across Major Ports
Your Company approached Ministry of Port, Shipping and Waterways to facilitate for supply of LNG and setting up of LNG infrastructure in and around Major Ports under "Harit Sagar" Green Port Guidelines focussing on developing cleaner energy ecosystem across major Ports of India.
Your Company has initiated dialogue with New Mangalore Port Authority and Mormugao Port authority for such initiatives.
Green Hydrogen Initiatives
Your Company is also exploring venture into Green Hydrogen Value chain and various discussions held with consultants/ channel partners/ Technology Providers/ Electrolyser manufacturer etc. Your Company is in progress to conduct various business feasibility studies and will soon mark its footprints in the Green Hydrogen sector. Your company is also exploring feasibility for producing hydrogen from Agri-waste/Bio-Mass, thus further enabling in reduction of carbon footprint.
OVERSEAS PROJECT
SUPPLY OF LNG FOR KERAWALAPITIYA POWER PLANT, SRI LANKA
Your Company is engaged with Government of Sri Lanka (GoSL) and its nominated agency (ies) through MoPNG for evaluating the feasibility of LNG supplies to Sobadhanavi
RLNG based power plant in Kerawalapitiya, Colombo, Sri Lanka, through ISO containers as an interim measure till the permanent solution is established.
Your Company is planning to enter an MoU with GoSL nominated entity for supply of LNG and development of requisite LNG infrastructure for Kerawalapitiya Power Plant(s), Sri Lanka.
Health, Safety & Environment (HSE)
Your Company is committed to conducting business with a strong environmental conscience, ensuring sustainable development, safe workplaces, and enhancing the quality of life for its employees, customers, and the community at large.
As a result, it consistently initiates proactive measures to monitor compliance with statutes and procedures. As part of the Integrated Management System, its terminals have been re-accredited with ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, and ISO 55001:2014 standards for Quality, Environment, Occupational Health and Safety, and Asset Management Systems.
With a high commitment to safety, the Dahej terminal achieved a cumulative 26.05 million safe man-hours without a Lost Time Incident as of March 31, 2024. The corresponding figure for the Kochi terminal is 1.47 million man-hours. The Company has a well-defined policy on Quality, Health, Safety, Environment, and Asset Management. Given the inherent hazards in the oil and gas industry, ensuring safe
and environmentally responsible operations becomes even more crucial. The Company has undertaken various initiatives to instil a safety culture, incorporate safe practices, raise awareness about emergencies, and provide safety training to both its employees and contract workers within the terminals, aiming to ensure the safety of operations and the local community.
In its efforts towards stakeholder engagement in promoting safe practices, your Company engages both, the contract manpower and its own employees through regular safety committee meetings, celebration of HSE awareness campaigns, organising various competitions, training program etc.
To promote behaviour-based safety culture, incident reporting and investigation system, management of change etc., your Company has established an online HSE management portal called "Suraksha Setu" where any employee of the Company can register its observations. These inputs are reviewed in a structured manner at the highest level.
Your Company has conducted various local community training programs in and around the villages near the Dahej and Kochi terminals on topics related to LNG hazards, emergency preparedness plans, fire safety awareness, health-related topics, etc. Furthermore, your Company has implemented various measures to prioritize employee health and well-being and to maintain the integrity of its physical assets, ensuring uninterrupted operations of the terminals.
Regular firefighting mock drills involving various incident scenarios are conducted at both terminals. These drills testify to the readiness of employees and equipment in dealing with any untoward situation should it arise. A full-fledged marine-related emergency mock drill (Level-1) involving an LNG carrier and tugboats was conducted at the jetty of the Kochi
terminal on 25th November 2023 to assess the terminal''s preparedness for marine-related emergencies.
To further strengthen its safety management system, the Company has become a member of the British Safety Council. Dahej and Kochi LNG terminals are proud recipients of a 5-star rating in occupational health and safety audits, conducted by British Safety Council becoming the only LNG terminals in India to achieve this feat. Both terminals received the 5-star rating in their maiden attempt in July 2023. This achievement reflects the strong commitment and focus of PLL''s management towards the health, safety, well-being of its employees, and other stakeholders, as well as the overall sustainability of the organization.
The Company accords utmost importance to Technical & Safety Audits (internal and external) at both terminals. Efforts are made by both terminals to comply with audit recommendations in a timely manner. The Company has a robust safety and environment monitoring mechanism in place at both its terminals and has been consistently achieving excellent ratings in periodical safety audits.
All statutory audits points including Oil Industry Safety Directorate (OISD) audits have been addressed promptly. In addition, the Company has initiated "Help Each Other Audit" conducted by cross-functional teams from the Dahej and Kochi terminals, facilitating the sharing of best practices adopted at any location. The Company also prioritizes a safe work culture at its project sites and has initiated Project Safety audits (external and internal) at the construction site of new LNG tanks at the Dahej terminal. As a testimony to this, we are happy to share that the Dahej LNG tanks project site has achieved accident-free 6.51 million man-hours as on March 31, 2024, since construction began in September 2021, demonstrating commitment to safety for all stakeholders in its work culture.
Petronet on Mission LiFE:
The Government of India introduced Mission LiFE at the UN Climate Change Conference of the Parties (COP26) in Glasgow, promoting mindful and deliberate utilization of resources. Mission LiFE is designed to encourage individuals and communities to take actions that contribute to building a sustainable future. Our everyday choices matter.
The Company is fully committed to this concept and has already undertaken and planned several steps to support Mission LiFE as outlined below:
⢠Conducted mass plantation drives at both terminals on various occasions including World Environment Day.
⢠Planted over 100,000 trees in and around both the terminals.
⢠Developed green belts in and around the premises at Dahej & Kochi terminals.
⢠Achieved Zero Liquid Effluent discharge at both terminals.
⢠Company has existing solar power capacity of 560 kWp
with plans to increase the same to over 1300 kWp in FY 2024-25.
⢠Collected over 73,000 m3 of rainwater during FY 2023-24.
⢠Successfully conducted environmental awareness
sessions for employees and the nearby community.
DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES
A statement containing the salient features of the Financial Statements of your Company''s Subsidiaries, Associate Companies and Joint Ventures as per the first proviso of Section 129(3) of the Companies Act, 2013 including the individual contribution of these companies towards the overall performance of Company during the period is given under Consolidated Financial Statements forming part of this Annual Report.
Following are brief details on the subsidiary /Joint ventures/ Associate companies:
1. Petronet Energy Limited
Petronet Energy Limited (PEL), was incorporated as a wholly owned subsidiary of your Company on 26th February 2021 with authorized share capital of Rs 500 crore and issued share capital of Rs 10 crore with an objective to pursue business operations in the areas of
LNG Bunkering, Gassing up and/ or Cool down (GUCD) of LNG ships, supply of heel quantity to LNG vessels and other allied services.
PEL has set up a unit at Puthuvypeen SEZ (PSEZ) on 27th July 2022, which has also obtained all necessary regulatory approvals to start the operations at PSEZ. The strategic location of Kochi terminal is considered a potential location for refueling of vessels on the East-West shipping trade route and is also considered as a suitable location for carrying out GUCD operations.
PEL has carried out two operations of GUCD of LNG vessels at Kochi LNG Terminal, thus earning net foreign exchange (NFE).
2. Petronet LNG Singapore Pte. Ltd.
Your Company envisages to be a Global LNG player and has thereby incorporated a wholly owned subsidiary company "Petronet LNG Singapore Pte. Ltd." (PLSPL) on 7th March 2022. PLSPL has been incorporated to carry out business/activities, including but not limited to purchase of LNG on long, spot and short-term basis and sale of LNG, trading of LNG to Indian and foreign companies, optimization and diversion of LNG under its portfolio, carry out hedging, investments in overseas ventures etc. PLSPL has issued shares capital of Rs 0.41 crore (50,500 shares of USD 1 each) to your Company.
3. Petronet LNG Foundation
Petronet LNG Foundation (PLF), a Company Limited by Guarantee and incorporated on 31st March 2017, has been promoted by your Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of your Company.
Petronet LNG Foundation is facilitating your Company to comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder.
4. Adam Petronet (Dahej) Port Limited (Formerly known as Adam Petronet (Dahej) Port Private Limited)
Your Company has a 26% equity in Adani Petronet (Dahej) Port Limited (APDPL) and the balance equity is held by the Adani Ports and SEZ Ltd. APDPL is a Joint Venture (JV) of your Company. It owns and operate a Solid Cargo Port at Dahej in Gujarat and had commenced its operations in August 2010. The Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer etc.
5. India LNG Transport Company (No. 4) Private Limited (''ILT4'')
India LNG Transport Company (No. 4) Private Limited (''ILT4'') is a Joint Venture (JV) of your Company with a shareholding of 26% equity with the balance equity held by NYK, MOL, K-Line and SCI. ILT4 is the owner of vessel MT Prachi and is engaged in transportation of LNG. It is one of your Company''s strategic investments and has the principal place of business in Singapore.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Ensuring a low carbon future is of significant importance to us, especially in the context of our operations and our commitment to environmental sustainability. We are staunch advocates for the widespread adoption of clean and sustainable energy solutions. In pursuit of low carbon future, your Company adopts all possible measures towards conservation of energy and technology upgradation. The Company has initiated various steps, big and small, in order to achieve this objective. Some of the initiatives are as under:
⢠Shifting to use of shore power in place of diesel generator for the auxiliaries of the tugboats, while stationed at jetty at Dahej has resulted into an average saving of over 8KL HSD consumption in a month. It has also helped in lowering the carbon footprint to an extent of about 14 tCO2e per month.
⢠Detailed studies were jointly undertaken with ship
operators to optimize the fuel consumption in our three long-term chartered ships at Dahej. The results have been highly encouraging as the measures have resulted into a significant fuel saving, translated into a reduction of carbon footprint of the ships by over 5%.
⢠As you are aware, your Company is also venturing into Petrochemicals through setting up of 750 KTA PDH unit and 500 KTA PP unit, adjacent to the Dahej LNG terminal. To achieve an optimum level of energy consumption and reduce carbon emissions, your Company, along with Licensors and PMC consultant, is working on an innovative and unique concept of utilizing cold energy of the LNG terminal in the petrochemical complex through integration of both the plants. Utilization of the envisaged quantum of cold energy when implemented, would be, in all likelihood, one of the largest in the world.
⢠Optimization of send out header pressure at Kochi has resulted into a reduction in carbon footprint by 404 tCO2e per year.
⢠Optimum running of the equipment through close monitoring at both the terminals has resulted into a saving of power consumption to the tune of over 2% at Dahej and over 10% at Kochi. In terms of carbon footprints, these figures convert into a reduction of over 5800 tCO2e, during the year.
⢠As a responsible corporate, your Company is working progressively on installing the solar plant at both terminals and contributing for green energy. During the FY 2023-24, Kochi terminal successfully commissioned 200 kWp solar plant in its premises and thus increased the total solar power generating capacity to 400 kWp. Plans are on anvil to further enhance the capacity of renewable power generation to over 1300 kWp during the FY 7074-75
|
Carbon foot print (Kg C02e) per unit LNG loaded 0.664 0.626 |
||||
|
FV 2022 23 |
FY 2023-24 |
|||
Research & Development
The commitment of your Company to promote clean energy is going to help the nation to achieve its Net Zero goals by 2070. Promoting LNG as a transition fuel has been expedited which is one of such steps in this direction. You already know that previously, various initiatives such as usage of LNG as fuel in fishing boats, trial running of buses on LNG in collaboration with KSRTC, etc. have been successfully undertaken to the optimum extent.
Innovation in utilizing Cold Energy:
Your Company has already identified another such area i.e., harnessing available cold energy of LNG for building cooling purposes as well as in process of production of nitrogen in house. Now, Company is in very advance stage to integrate this cold energy with upcoming Petrochemicals complex at Dahej LNG Terminal. Successful implementation will be saving environment as well as reduce operational cost.
Petronet R&D centre at NITK Surathkal: Your Company has undertaken below mentioned two important projects in association with NITK Surathkal:
⢠Renewable Hydrogen Research: The Petronet Centre for Renewable Hydrogen Research at the Central Research Facility of NITK, Surathkal is a dedicated space to carry out the research activities on renewable hydrogen production. The Centre has set up a special facility to focus on researching ways to create hydrogen fuel using methane rich Biogas generated from a pilot 500 kg Biogas Plant situated at NITK campus. To achieve the above, the research is being carried out in the area of catalytic Steam Biogas Reforming. Initial results have been encouraging.
⢠Another project titled "Hydrogen fuel cell and electrolysis technology development" has also been undertaken in association with NITK, Surathkal at their campus. This project envisions creating basic and advanced research infrastructure facilities for developing and testing low temperature PEM fuel cells (LT-PEFCs) and Alkaline water electrolysers (AWEs). The LT-PEFCs are energy conversion devices utilizing hydrogen to produce power and AWEs
producing clean hydrogen.
⢠Further, as already stated above under "Conservation of Energy", your Company has conceptualised an innovative scheme of harnessing cold energy available at Dahej terminal, at industry scale in the upcoming Petrochemicals Plant. The scheme when implemented has a huge potential of saving the power requirement of the Petrochemical Complex, also resulting in reduction of CO2 emissions.
AWARDS AND RECOGNITION
Throughout the year, your Company has been honored with several prestigious awards and recognitions, acknowledging Company''s dedication to excellence, innovation, commitment to reduce workplace injuries and implementations of the best Organization''s Occupational Safety & Health (OSH) practices.
These accolades are a testament to commitment to excellence and the hard work of the Company. Some of the notable awards and recognitions received during the FY 2023-24 include:
⢠Both Dahej and Kochi LNG terminals have received five star ratings from British Safety Council for the year 2022-23
⢠Both Dahej and Kochi LNG Terminals have also been awarded with the prestigious "Sword of Honor 2023" by British Safety Council on 13th October 2023
⢠PLL''s Dahej LNG Terminal has been honoured with the distinguished ''Maritime Excellence Achievers 2023'' in the category for ''Terminal Operational Excellence'' at the Global Maritime India Summit 2023 on 19th October 2023
⢠PLL''s ranking has been elevated to
- 44th position in Fortune India 500 rankings for the year 2023 from 51st position in 2022
- 36th in the Business World Real 500 List for the year 2024 from 42nd in 2023
- 48th in the ET 500 in January 2023 from 57th in 2022
- Ranked 39th as per net revenue in FE 1000 in March 2024 from 55th in March 2023
- Ranked 31st in BS 1000 in April 2024 from 36th in April 2023
⢠PLL has been recognised by Institutional Investor under
Asia Pacific Small & Mid Cap and Asia Pacific Rest of Asia
(Ex - China)
- Shri Akshay Kumar Singh, MD&CEO as 3rd Best CEO
- Shri Vinod Kumar Mishra, Director (Finance) as 3rd Best CFO
⢠Institutional Investor in Asia Pacific; Rest of Asia
(Ex - China)
- Board of Directors - 1st Rank
⢠Institutional Investor in Asia Pacific Small and Mid-Cap - Board of Directors - 2nd Rank
⢠Institutional Investor under Asia Pacific Small & Mid Cap and Asia Pacific Rest of Asia (Ex - China) recognized PLL for Best IR Team, Best IR Professional, Best ESG and the Most Honoured Company
⢠PLL''s Kochi LNG Terminal has been honoured with the prestigious Arogya World Healthy Workplace Award 2023
⢠PLL bagged top rankings in the domain of ''Energy, Oil & Gas'' for the year 2022, in the All Asia (Ex-Japan) survey conducted by ''Institutional Investor'', the prestigious global platform for investor relations.
⢠Kochi terminal received the "Kerala Industrial Safety Awards - 2023" in the category "II (Large factories (251-500 Workers)- Sub Category (1) (Chemical, Petroleum, Petrochemicals, General Engineering/Automobile Repairing)"
⢠Petronet LNG Ltd received the "AWARD FOR EXCELLENCE" in the category "HR EXCELLENCE (Overall)" in the 9th PSU awards & conference
⢠PLL was recognized as one of the most preferred workplace by Daily Marksmen
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company''s foreign exchange earning was Rs 11.19 crore and foreign exchange outgo was Rs. 44,429.44 crore during Financial Year 2023-24.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has a robust system of the Internal Financial Controls (IFC) and its monitoring. The IFC framework and the Risk Matrix (RCM) for various business processes are in place and are reviewed consistently by the management and Audit Committee. Independent professional agency is engaged for IFC testing. The IFC system ensures compliance of all applicable laws and regulations, optimum utilisation and safeguard of the company''s assets and accuracy / completeness of financial records/ reports.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company recognizes its profound responsibility towards society and continues to actively contribute to social development causes. With a renewed focus on our social goals, the Company has adopted a structured approach to improve access to quality healthcare, enhance educational and skill development facilities, support environmental initiatives, empower women and uplift communities in need, across different regions in the country.
The Company has implemented a comprehensive strategy that encompasses short-term, medium-term, and long-term CSR initiatives, ensuring our resources are channelled in an organized manner to achieve maximum socio-economic impact. In line with the social objectives, your Company has identified several projects in key areas such as Healthcare & Sanitation, Education & Skill Development, Promotion of Art & Culture, Heritage Development, Environment & Sustainability, Disaster Management, Animal Welfare, Welfare of the Divyang, Gender Equality and Rural Infrastructure Development etc. The annual CSR budget is being allocated progressively and sustainably towards these initiatives.
In terms of provisions of Companies Act, 2013, an amount of INR 84.58 crore was required to be committed on CSR activities in financial Year 2023-24. Against which, the Company has made the highest ever yearly CSR commitment of INR 76.11 crore.
An amount of INR 14.92 crore has been released against the commitment (including the administrative expenses), an amount of INR 61.19 crore has been transferred to unspent CSR account within 30 days from the end of the FY 202324 against the ongoing projects, and the unspent and noncommitted amount of INR 8.47 crore has been earmarked for transferring to Schedule VII fund by 30th September 2024 as per Companies Act, 2013 read with the CSR Amendment Rules.
Sector-wise CSR commitment percentage are tabulated as below:
|
Sr. No. |
Sector |
Sector wise commitment (%) |
|
1 |
Education & Skill Development |
30.49 |
|
2 |
Healthcare & Sanitation |
10.62 |
|
3 |
Art, Culture and Heritage Development |
2.73 |
|
4 |
Environment & Sustainability and Disaster Management & animal welfare |
31.68 |
|
5 |
Gender equality & women empowerment, Rural Infrastructure development, welfare of Divyangs |
8.96 |
|
6 |
Several Other CSR projects aligned with areas or subjects specified in Schedule VII of the Act & Contribution to Schedule VII Funds |
10.76 |
|
7 |
Administrative Overheads |
4.76 |
|
Total |
100.00 |
|
Further, in FY 2023-24, an amount of INR 20.99 crore has been spent from UCSRA 2022-23, INR 2.76 crore has been spent from UCSRA 2021-22 and INR 11.22 crore (including the contribution of INR 10.34 crore to PM CARES Fund) has been spent from UCSRA 2020-21 for ongoing multiyear projects. In addition, an amount of Rs 14.66 crore has been contributed to the PM CARES Funds from the uncommitted amount of FY 2022-23 on 29th September 2023.
Thus, a total amount of INR 64.55 crore has been spent towards CSR activities by the Company in the FY 2023-24 which includes the expenses incurred against the projects of FY 2023-24, expenses towards the other ongoing multiyear projects of the preceding three financial years from Unspent CSR Accounts and contribution made to PM CARES Fund.
Your company has also established Petronet LNG Foundation (PLF) a Company Limited by Guarantee on 31st March 2017. PLF acts as the CSR arm of PLL, operating in accordance with the provisions of Section 8 of the Companies Act, 2013, and the rules made thereunder. The foundation has successfully undertaken various impactful projects across the nation.
While targeting CSR obligations, all the projects are carefully selected giving utmost importance to quality of spending, wider reach and sustainability aspect, most of the projects have been outstanding in their overall impact and reach. Some of the impactful CSR projects taken up in various sectors in FY 2023-24 are mentioned below:
a) Healthcare & Sanitation:
⢠Running 10 Mobile Medical Vans in Rural & Urban Areas of Gujarat, Kerala, Delhi and Uttar Pradesh.
⢠Organized general health awareness camps in Bulandshahr, UP.
⢠Conducted health awareness camps and facilitation of Ayushman health cards for the EWS/backward
rural population of Saran District in Bihar.
⢠Procurement and installation of RO water purifier with coolers at Government Schools in Maharajganj, Siwan and Saran, Bihar.
⢠Construction & redevelopment of Sulabh Toilet Complexes in Ayodhya and Prayagraj districts of Uttar Pradesh.
⢠Hygienic nutritious meal distribution programme along with funding of 5 food delivery vans.
⢠Organised eye & health care camps in Delhi/NCR, Dahej and Kochi.
⢠Provided medical equipment like incinerator, solid waste management facilities etc. to various hospitals.
⢠Provided an ambulance and 11 sets of health camp equipment to a charitable eye care society.
⢠Construction of baby-friendly washrooms, setting up safe drinking water facilities, upgradation of government child welfare committee, setting up helpdesk for differently abled & senior citizen and several other projects related to healthcare across various locations.
b) Education and Skill Development:
⢠Redevelopment of Boys Hostel, Hindu College, University of Delhi.
⢠Construction of auditorium block for women education in Maharani Lakshmi Bai College, Hisar, Haryana.
⢠Supported construction of academic and administrative block for School of Sustainable Habitats at Himalayan Institute of Alternative Learning (HIAL), Ladakh. The building was completed and opened for students in November 2023.
⢠Construction of additional classrooms at Govt. schools in Jodhpur and Jaisalmer, Rajasthan.
⢠Setting computer labs and digital library in five Govt. schools in Indore, MP.
⢠Implementation of Petronet Kashmir Super 50, Jammu Super 30 and National Super 30 (Delhi) towards imparting full time residential coaching & counselling support to 110 underprivileged students for preparation of JEE examination.
⢠Supported setting up of 9 smart classrooms along with PM-WANI Wi-Fi access points and distribution of 500 e-tablets.
⢠Skill development training to 400 youth in plastics technology with Central Institute of Petrochemicals Engineering & Technology (CIPET) at Ahmedabad, Kochi, Dehradun and Murthal.
⢠Support towards infrastructure restoration at Bal Shaikshanik Kendra, Igatpuri (Nasik, Maharashtra).
⢠Construction of two classrooms and one multimedia room at DVKM school in Dahej (Gujarat).
⢠Distribution of bicycles & umbrellas to the students and workforce in Dibrugarh & Tinsukia districts of Assam.
⢠Organised skill development trainings for underprivileged women, youth and special children at various locations.
⢠Many other programmes viz. swacchta pakhwada, school health check-up, strengthening educational infrastructure in schools, installation of solar panels, distribution of uniform, winter clothing & sanitary napkins to school students.
c) Disaster Management & Environment Sustainability
⢠Construction of 5 (five) pilgrim accommodation blocks at Shri Kedarnath Dham, Uttarakhand is being undertaken.
d) Art, Culture and Heritage Development:
⢠Air conditioning facility and DG set at the Partition Museum and Cultural Hub at Dara Shikoh Library Building (DSLB), Dr. B.R. Ambedkar University campus, Kashmere Gate, New Delhi.
⢠Refurbishment of Jawahar Bal Bhavan (JBB) through District Nirmithi Kendra, Thrissur.
⢠Supported "Akhil Bhartiya Kala Sadhak Sangam 2024".
⢠Skill development workshop for promotion of art & culture in Rajasthan, Jammu and Kashmir.
e) Gender Equality & Women Empowerment:
⢠Conducted health awareness workshops and distribution of sanitary napkins in Jaipur, Rajasthan.
⢠Organized women health care camps in Agra, UP.
⢠Various women centric awareness camps across the nation.
f) Rural Infrastructure Development
⢠Construction of Community Hall at Malikpur village, Guru Teg Bahadur Nagar, Delhi.
⢠Renovation of Community Hall (Trade Centre) in Pothepalli village of Machilipatnam, Andhra Pradesh.
⢠Supported establishment of Community helpdesk in Ernakulam.
g) Welfare of the Divyangjan:
⢠Renovation & refurbishment of divyang school in Jaipur.
⢠Supported establishment of healthcare and education centres in Delhi
⢠Various other programmes for welfare of Divyangjan were implemented across the nation.
h) Research & Development:
⢠Supported experimental study and lab facility for development & demonstration of Hydrogen fuel cell and electrolysis technology at NITK Suratkal.
⢠Supported hybrid data analysis course on water quality at IIT Madras.
i) Welfare of war widows: Constructed 48 type II widow quarters at Gandhinagar (24 Nos), Bikaner (18 Nos.) & Punjab (6 Nos) for BSF. The inauguration of the Veer
Nari Awas Quarters at Gandhinagar was carried out in November 2023.
j) Namami Gange Programme: In association with National Mission for Clean Ganga (NMCG) and Clean Ganga Fund (CGF), dedicated the Dinkar Ghat at Simariya, Begusarai district of Bihar to the public. The facility was inaugurated by Shri Giriraj Singh, Hon''ble Minister of Rural Development & Panchayati Raj in presence of several other notable dignitaries and senior officials.
k) Various other short-term CSR projects have also been undertaken in nearby areas of the existing terminals at Dahej and Kochi, for the benefit of the immediate stakeholders.
l) Contribution to PM Cares: The Company has generously
contributed Rs. 25 crore to the Prime Minister''s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) in the FY 2023-24. The total contribution to the PM CARES Fund, since its creation in March 2020, following the COVID-19 pandemic, by the Company is Rs. 145.62 crore.
AWARDS AND ACCOLADES FOR CSR INITIATIVES IN FY 2023-24
Your Company''s CSR efforts have been widely recognized and conferred with several National level awards and accolades, for its outstanding contribution to Nation building viz.
(i) 10th CSR Times Award 2023 for Skill Development for its pivotal role in nation building through the skill development projects in plastics technology, in association with Central Institute of Petrochemicals Engineering & Technology (CIPET) across multiple locations.
(ii) ''Best Education Improvement Award'' at the 10th National Awards 2023 for Excellence in CSR & Sustainability. This prestigious award recognizes Company''s flagship CSR initiative, the ''Petronet Kashmir Super 50'' project.
(iii) 10th Annual Greentech CSR India Award 2023 for its commendable contributions and initiatives for Gender Equality and Women Empowerment.
(iv) "Best CSR Impact Award" for the project Petronet Kashmir Super 50 at 9th Corporate Social Responsibility Awards 2023 by UBS Forums.
(v) The Company received CSR Felicitation for special Olympics Project by KALRAV Charitable Trust, Bharuch for Dahej Terminal
(vi) The Company received CSR Felicitation for BSF widow quarters, Gandhinagar for Dahej Terminal.
The Corporate Social Responsibility Policy of the Company is available at the Company website on the following weblink: https://petronetlng.in/corporate-governance
Annual Report on CSR activities for the financial year 2023-24 forms part of this report and is attached at Annexure-I.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Inductions and Cessation
The following Directors were inducted on the Board/ceased to be Directors on the Board of the Company:
1. Shri Milind Torawane, IAS (DIN: 03632394), Managing Director, GSPCL was appointed as Additional Director {Nominee Director (GMB/ GoG)} w.e.f. 10.04.2023 in place of Shri Sanjeev Kumar (DIN: 03600655), who ceased to Director on the Board w.e.f. 01.04.2023. His appointment was regularized by the Members of the Company by way of postal ballot on 10.06.2023.
2. Shri Vinod Kumar Mishra (DIN: 08125144) was appointed on the Board of the Company as Director (Finance) & CFO w.e.f. 18.04.2018 for a period of five years. The tenure of Shri Vinod Kumar Mishra, Director (Finance) & CFO of the Company was extended for a further period of two years w.e.f. 18.04.2023 on the existing terms and conditions by approval of the Members of the Company by way of postal ballot on 08.04.2023.
3. Shri Sidhartha Pradhan (DIN: 06938830) Independent Director ceased to be Director on the Board w.e.f. 16.05.2024, consequent upon completion of his second term of three years.
4. Shri Raian Nogi Karanjawala (DIN: 02438943) was appointed as Additional Director (Independent Director) for a period of three years w.e.f. 16.05.2024. His appointment was regularized by the Members of the Company by way of postal ballot on 20th July 2024.
5. Ambassador Bhaswati Mukherjee (DIN: 07173244) was appointed on the Board of the Company as Independent Director w.e.f. 13.08.2021 for a term of three years. The Board has approved her re-appointment as Independent Director on the Board of the Company for a second term of three years w.e.f. 13.08.2024, subject to the approval of the shareholders by way of special resolution. Her appointment was regularized by the Members of the Company by way of postal ballot on 20th July 2024.
The Board placed on record its sincere appreciation for valuable services rendered and contribution made by Shri Sanjeev Kumar, Nominee Director GMB/ GoG and Shri Sidhartha Pradhan, Independent Director during their association with the Company.
Reappointment
In accordance with the Articles of Association of the Company and as per statutory requirements, Shri Sandeep Kumar Gupta, Nominee Director - GAIL and Shri Arun Kumar Singh, Nominee Director - ONGC, would retire by rotation at the ensuing Annual General Meeting and being eligible and offers themselves for reappointment.
Brief resume of directors seeking reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in your company etc. as stipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given in the annexure to the Notice of 26th Annual General Meeting.
Key Managerial Personnel
Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March 2024 were:
1. Shri Akshay Kumar Singh, MD & CEO
2. Shri Vinod Kumar Mishra, Director (Finance) & CFO
3. Shri Pramod Narang, Director (Technical)
4. Shri Rajan Kapur, Company Secretary
ANNUAL EVALUATION OF THE BOARD
The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including Chairman of the Board. The evaluation of all the Directors, Committees, Chairman of the Board and the Board as a whole was conducted based on a structured evaluation process considering various aspects of the Board''s functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
COMPLIANCES WITH RESPECT TO INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors appointed by the Board are renowned experts in their fields which are required for the Directors in the context of the Company''s business for effective functioning such as Leadership, Technology & Operational experience, strategic planning, Financial, Regulatory, Legal and Risk Management, Industry experience, Research & Development and Global business. Further, all the Independent Directors are complying with the provisions of Section 150 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
All new Independent Directors inducted to the Board attend an orientation program. The Company has well-defined training program for training to Board Members which inter-alia include the various familiarization programs in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/ Committee meetings. The details of such familiarization programs have also been posted on the website of the Company at https://www.petronetlng.in/ familiarisation-program-for-independent-directors. Further, at the time of the appointment of Independent Director, the Company issues a formal letter of appointment outlining his/ her roles, responsibilities, functions, duties, remuneration and other terms and conditions. The format of the letter of appointment is available on the website of the Company.
EXTRA ORDINARY GENERAL MEETING
During the year, no Extra Ordinary General Meeting was held.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, 11 Board Meetings were held, the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.
BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographic backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out approach to diversity. The policy is available at the website of the Company at https://www.petronetlng.in/corporate-governance
WEB LINK OF ANNUAL RETURN
The web link of Annual Return for the FY 202324 is available at the website of the Company at https://www.petronetlng.in/annual-return
AUDIT COMMITTEE
The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As per statutory requirements, the Company arranges for separate meetings of Independent Directors every year and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
In compliance with the provisions of the Companies Act, 2013, the details of investments made, and loans/guarantees provided as on 31st March 2024 are given in the respective Notes to the financial statements.
INSURANCE
The Company has taken Directors and Officers liabilities insurance as well as appropriate insurance for all assets against foreseeable perils.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by the
Regulators, courts or Tribunals which would impact the going concern status and the Company''s future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPTs)
In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has a comprehensive Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions.
The Policy is available on the website of the Company.
The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in section 188 (1) of the Companies Act, 2013 is annexed to this report. The disclosure is attached herewith as Annexure II and form part of the Directors'' Report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013
Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are attached as Annexure III to this Report.
DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors'' Report and is annexed herewith.
HUMAN RESOURCES
Your Company takes pride in its highly efficient and dedicated employees who are the driving force behind the sustained stellar performance of your Company over the years. As a commitment towards your Company''s core values, employees'' participation in Management is based on mutual respect, trust and a feeling of being a progressive partner in growth and success. Both employees and management
complemented each other''s efforts in furthering the interest of your Company as well as its stakeholders, signifying and highlighting overall harmony and cordial employee relations prevalent in your Company. No man days were lost due to strike or lock-out. As on 31st March 2024, there were 521 employees including 3 Wholetime Directors.
Your Company is committed to make the organization more inclusive by promoting and providing equal opportunities to persons with disability and transgenders. Paternity leave for male employees has also been introduced in your Company.
In order to strengthen the talent pool of the organisation which is critical for making the organization future ready, your Company has selected Graduate Engineer Trainees & Management Trainees through campus placements from IITs, IIMs and other top management institutes viz. IIT Madras, IIT Delhi, IIT Bombay, IIT Kanpur, IIT Roorkee, IIT BHU, Symbiosis Institute of Business Management, Pune, IIM Kashipur, MDI Gurgaon and Institute of Chartered Accountants of India in Mechanical, Chemical, Civil, Electrical, HR, Marketing and Finance disciplines. As a part of PLL''s constant endeavour to improve the gender diversity, 26% of selected candidates are females.
Your Company has purchased a free-hold office space covering 94,095 sq. feet at World Trade Center (WTC), Nauroji Nagar, New Delhi developed by NBCC India Limited to cater the future business requirements.
Your Company has also hosted the 43rd PSPB Inter-unit Football Tournament 2023-24 at Dr. Bhim Rao Ambedkar Stadium, New Delhi, from 25th to 30th March 2024. Teams from IOCL, ONGC, EIL, NRL, BPCL, HPCL and OIL participated in the said tournament.
Your Company has participated in India Energy Week (IEW) which was held during 6th-9th February 2024 at Institute of Petroleum Safety, Health and Environment Management (IPSHEM) - ONGC Training Institute, Goa. The event was inaugurated by Hon. Prime Minister of India, Sh. Narendra Modi ji and was a huge success. Your Company was one of the exhibitors in the said event and also facilitated the setting up of "LNG Ecosystem Pavilion" by coordinating with various organisations in LNG business, showcasing the journey of LNG Supply Chain, various technological advancements and futuristic business initiatives. Additionally, during the year, the Company also nominated its employees to various national/international Conferences and Seminars like Vibrant Gujarat-2024, ADIPEC, GASTECH, CERAWEEK, World Petroleum Congress, etc. to prepare them to adapt with changes in global LNG landscape.
LNG Training Academy
In a significant development at Kochi LNG academy, the first training program on LNG terminal operation and maintenance for international delegates i.e. M/s. Seapeak Bahrain Operations LLC, was organized during November 2023. Another similar program was conducted for HPCL LNG Ltd. in December 2023. In addition to the above, a 2-days training module on safety in LNG terminals was also conducted for the engineers of M/s. Shell Energy India Pvt. Limited, Hazira.
SECRETARIAL AUDIT
M/s A. N. Kukreja, Practicing Company Secretary (M. No. FCS 1070, CP No. 2318), was appointed by Board of Directors to conduct the Secretarial Audit of the Company for the financial year 2023-24 as required under Section 204 of Companies Act, 2013 and rule made thereunder.
A Secretarial Audit Report for the Financial Year 202324 submitted by M/s A. N. Kukreja, Secretarial Auditor, is annexed with this report. The disclosure attached herewith as Annexure IV and forms part of the Directors'' Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report contains a separate section on Management Discussion and Analysis which is annexed with
the Directors'' Report. The disclosure attached herewith as Annexure V and forms part of the Directors'' Report.
CORPORATE GOVERNANCE
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The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on
Corporate Governance, together with Auditors'' Certificate regarding compliance of conditions of corporate governance for the FY 2023-24, is annexed to this report. The disclosure attached herewith as Annexure VI and forms part of the Directors'' Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report covering initiatives undertaken with respect to environmental, social and governance perspective has been prepared in accordance with the directives of SEBI and forms a part of the Annual Report. The disclosure attached herewith as Annexure VII and forms part of the Directors'' Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
INDUSTRIAL RELATIONS
Your Company has a firm belief that Human Rights should be basic constituents of human behaviour which essentially drives various policies and practices in a company. Your Company, therefore, does not discriminate between employees and other manpower engaged in work centres when it comes to facilities related to health, safety, and other amenities. The Company ensures that all the statutory guidelines are followed in their true spirit even for the manpower engaged by various service providers. Consequently, Company''s industrial relations environment is always congenial and since inception, there have been no instances of disharmony at all work locations.
RISK MANAGEMENT
Your Company has established a comprehensive Risk Management system that adheres to SEBI (LODR) Regulations and international standards. This system provides a framework for proactive identification, analysis, management, and reporting of risks across the entire value chain. It encompasses continuous risk assessments, prioritization, mitigation, monitoring, and reporting.
Your Company''s strategy ensures that risk management is applied organization-wide, with risks evaluation based on their potential impact and likelihood. Recognizing that risks are multi-dimensional and influenced by both internal and external factors, your Company addresses them holistically.
The Risk Management Policy offers clear guidance for identifying and quantifying risks, exploring mitigation measures, and managing risks without compromising the Company''s business objectives. Risks are periodically
identified, quantified, prioritized, and reported to Management. Mitigation plans are reviewed and monitored quarterly, with reports submitted to the Risk Management Committee of the Board. This Committee oversees the implementation of the Risk Management Policy and procedures throughout the Company, before being presented to the Board.
The Risk Management Policy is regularly updated to ensure effective risk management in the evolving and ever dynamic business environment and, as the company also to cover new and emerging aspects expands into new areas.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. As on 31st March 2024, no complaint was pending.
CODE OF CONDUCT
The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by MD & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is available on the website of the Company.
LISTING ON STOCK EXCHANGES
The Company''s equity shares are listed on the BSE Limited and National Stock Exchange of India Ltd.
TRANSFER OF AMOUNTS/SECURITIES TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/ Unclaimed Dividend account for the financial years 200607 to 2015-16 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link https://www.petronetlng.in/unclaimed-dividend-iepf-matters
Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven
consecutive years or more were also transferred to IEPF Suspense Account. Details of the same is available at website of the Company at the following link -https://www.petronetlng.in/unclaimed-dividend-iepf-matters
ANNEXURES FORMING PART OF ANNUAL REPORT
The particulars of annexure forming part of this report areas under:
|
Particulars |
Annexure |
|
Annual Report on CSR Activities |
I |
|
Disclosure of Related Party Transactions in Form AOC-2 |
II |
|
Particulars of Employees pursuant to Section 197 of the Companies Act, 2013 read with rules. |
III |
|
Secretarial Audit Report in Form MR-3 |
IV |
|
Management Discussion & Analysis |
V |
|
Report on Corporate Governance |
VI |
|
Business Responsibility and Sustainability Report for the year 2023-24 |
VII |
OTHER DISCLOSURES
No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2023-24:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
During the financial year 2023-24, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and thus no case was pending as on 31st March 2024. As a part of compliance to the above said act, Internal Complaints Committees (ICC) have been constituted to redress the complaints regarding sexual harassment.
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.
STATUTORY AUDITORS
M/s V. Sankar Aiyar & Co., Chartered Accountants, have been appointed by the Shareholders of the Company in the Annual General Meeting held on 21.09.2022 as Statutory Auditors for a tenure of 5 years, up to the Annual General Meeting to be held in 2027.
AUDITORS'' REPORT
The Auditors have submitted an unqualified report for the financial year 2023-24. No fraud has been reported by Auditors under sub-section (12) of section 143 of the Companies Act, 2013.
COST AUDITOR
As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by your Company.
The Board of Directors have appointed M/s Ramanath Iyer & Co., Cost Accountants (Registration. No. 000019) as the Cost Auditors of the Company for a period of 3 years, starting from Financial Year 2022-23 up to 2024-25.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors hereby states that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis;
(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
GREEN INITIATIVES
In light of various circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, the Annual General Meeting is being held through video conferencing. The Annual Report for the financial year 2023-24 is being sent through email and the same is also available at the website of the Company. MCA circular dated 05.05.2020 requires that the Company should facilitate the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company. In light of the MCA Circulars and better Corporate Governance, the Company has provided facility to the shareholders through the depositories i.e. NSDL and CDSL and through its Registrar and Transfer Agent i.e. Bigshare Services Private Limited, to register their email addresses with the depositories or the Company for receiving the Annual Report for 2023-24 and other communications.
Accordingly, it is requested that Members who have not registered their email addresses, may kindly register the same.
ACKNOWLEDGEMENTS
The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, QatarEnergy, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re- gasified LNG, Auditors and Lenders for their whole-hearted co-operation and unstinted support.
The Directors of your Company also convey their gratitude to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.
The Board also appreciates the contribution of contractors, vendors and consultants in the implementation of various projects of the Company.
We wish to place on record our deep appreciation to employees at all levels for their hard work, dedication and commitment.
For and on behalf of the Board of Directors
(Pankaj Jain)
Chairman
Place: New Delhi Date: 31st July 2024
Mar 31, 2023
On behalf of the Board of Directors, it is our privilege and honour to present the Twenty-fifth Annual Report along with Audited Standalone and Consolidated Financial Statements and Independent Auditors'' Report thereon for the financial year (FY) ended 31st March 2023.
Physical Performance Terminal Operations
Like the financial year 2021-22, this financial year (2022-23) was also an extremely challenging year for entire oil and gas industry. While the economies were still recovering from the aftermath of COVID-19, a new factor in the form of geopolitical disturbances emerged that caused a severe impact on Natural Gas and LNG supplies. Besides disruptions in the supply chain, unprecedented volatility in the prices of Natural Gas was also witnessed. The prices, however, reflected some decline along with increased stability in the fourth quarter.
Despite high volatility in the LNG prices and energy supply related challenges, Dahej LNG Terminal having a name plate capacity of 17.5 MMTPA, operated at 77.8% capacity, achieving a throughput of 13.61 MMTPA during the FY 202223, which in terms of energy, is equivalent to 703.4 TBtus. These numbers are against a throughput of 15.32 MMTPA (87.5%), equivalent to 792.9 TBtus achieved during the FY 2021-22.
In another significant development, the QA/QC lab of Dahej terminal received the prestigious NABL (ISO 17025) accreditation in August 2022, adding another feather in the decorated cap of the terminal. ISO (17025) certification by NABL enhances the confidence of the stakeholders in testing/ calibration reports issued by the lab. Also, the accredited labs receive a form of international recognition, which allows their data and results to be more readily accepted.
Kochi Terminal having a name plate capacity of 5 MMTPA, operated at 0.93 MMTPA with a capacity utilisation of 18.6% during FY 2022-23, as compared to 1.04 MMTPA and 20.72% in FY 2021-22. In terms of energy, the terminal achieved a send out of 48.2 TBtus as compared to 54.0 TBtus in FY 2021-22.
In terms of cargo handling, during the FY 2022-23, the terminal handled 212 LNG Cargoes as compared to 232 LNG cargoes in the previous financial year.
This year again, Dahej Terminal''s truck loading operations demonstrated a significant increase with 6987 trucks dispatched during FY 2022-23 as compared to 4041 trucks during the previous year exhibiting a growth of around 73%. The terminal achieved a record of loading 34 LNG trucks on a single day on 17th March 2023.
During FY 2022-23, Kochi Terminal has handled 14 LNG cargoes as compared to 16 LNG cargoes in FY 2021-22 and supplied 48.25 TBtus of RLNG as compared to 54.03 TBtus in FY 2021-22.
On LNG truck loading front, Kochi terminal also witnessed substantial increase in LNG supplied by road tankers. The terminal loaded 1494 LNG trucks during FY 2022-23 as compared to 471 LNG trucks during FY 2021-22 i.e., registering a remarkable increase of over 217%. To cater this growing demand of LNG by road tankers on southern part of India, the company has installed and commissioned an additional TLF skid at Kochi. The terminal loaded highest number of 11 trucks on a single day on January 26, 2023.
Your Company imports 7.5 MMTPA of LNG on Free on Board (FOB) basis, from Ras Laffan, Qatar through its three long term chartered LNG vessels namely Disha, Raahi and Aseem. The duration of the charter is 25 years for each vessel. A consortium of M/s NYK Line, M/s K-Line, M/s MOL and M/s Shipping Corporation of India Ltd. (SCI), owns these vessels (with your Company owning a stake of 3% in the vessel Aseem), whereas technical management and manning of these vessels is carried out by M/s. SCI Ltd.
Supply of LNG from MARC (Exxon Mobil) is on Delivery Ex Ship (DES) basis and fourth long term-chartered LNG vessel "Prachi", where your company owns a stake of 26% along with balance stake by consortium of M/s NYK Line, M/s K-Line, M/s MOL and M/s Shipping Corporation of India Ltd. (SCI), was novated to Exxon Mobil in the year 2017-18.
Considering natural, commercial and energy security needs of the country, the shipping operation is planned and monitored closely to meet varying supply and demand cycle. Overall, the shipping operations during FY 2022-23 have run efficiently with utmost priority to safe operations and optimized fuel consumptions paying utmost regard to the environmental and economic aspects.
All scheduled cargoes from Ras Laffan, Qatar during FY 2022-23, were lifted, and transported through the above mentioned long term-chartered LNG vessels along with planned additional LNG vessels, that were hired from the spot market at competitive rate(s). Despite two planned dry dockings of vessels Aseem (38 days) and Raahi (45 days), a total of 112 voyages were made by these long term chartered LNG vessels during the FY 2022-23. The utilization of LNG jetties has also been optimized throughout the year without any downtime.
Your Company has proactively started the new environmental compliances of MARPOL, for its long-term chartered LNG vessels, namely Energy Efficiency Existing Ship Index (EEXI) and the annual operational Carbon Intensity Indicator (CII) and CII ratings, through its vessel operators.
During the FY 2022-23, your Company has also achieved two significant milestones of delivery of 100th LNG Cargo at Kochi LNG terminal on 3rd July 2022 and that of 3000th LNG Cargo at Dahej LNG terminal on 7th July 2022.
Financial Performance
During the FY 2022-23, your Company achieved highest ever turnover of Rs.59,899.35 Crore as against that of Rs.43,168.57 Crore in FY 2021-22, registering a growth of around 39%. Profit before tax (PBT) stood at Rs 4,334.54 Crore in FY 202223 as against Rs 4,473.82 Crore in FY 2021-22. Profit after tax (PAT) was Rs 3,239.94 Crore during FY 2022-23 as against Rs 3,352.36 Crore in FY 2021-22. The Company was able to achieve robust financial results owing to efficiency in its operations, despite high and volatile spot LNG prices during the year. Net worth of your Company has increased from Rs. 13,425.48 Crore as on 31st March 2022 to Rs. 14,934.74 Crore as on 31st March 2023, registering a growth of over 11%.
A summary of the comparative financial performance in the fiscal year 2022-23 and 2021-22 is presented below:
|
(Rs. in crore) |
||
|
Particulars |
For the year ended 31st March, 2023 |
For the year ended 31st March, 2022 |
|
Revenue from operations |
59,899.35 |
43,168.57 |
|
Other Income |
573.62 |
307.26 |
|
Total Revenue (A) |
60,472.97 |
43,475.83 |
|
Salary & Other operating expenses |
55,043.58 |
37,916.23 |
|
Finance Charges |
330.51 |
317.33 |
|
Depreciation |
764.34 |
768.45 |
|
Total Expenses (B) |
56,138.43 |
39,002.01 |
|
Profit before tax & Exceptional Items |
4,334.54 |
4,473.82 |
|
Exceptional Items |
- |
- |
|
Tax expenses, including deferred tax |
1,094.60 |
1,121.46 |
|
Profit after tax |
3,239.94 |
3,352.36 |
|
Earnings (Rs.) per Share |
21.60 |
22.35 |
The Board of Directors of your Company has recommended a final dividend of Rs. 3 per equity share of Rs. 10/- each i.e. 30% of the paid-up Share Capital of the Company as at 31st March 2023. This is in addition to the Special Interim Dividend of Rs. 7 per equity share of Rs. 10/- each paid by the Company in December 2022. This is the 17th consecutive year for which your Company has recommended payment of dividend.
The final dividend shall be paid to the members, whose names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL as at the close of business hours on Friday, 18th August 2023 (Record date).
Your Company has duly approved Dividend Distribution Policy in place. The same is annexed to this Report and is also available on Company''s website at https://www.petronetlng.in/PDF/Dividend_Policy.pdf
There was no change in the Share Capital of the Company during the year. The Company has an Authorised Share Capital of Rs. 30,00,00,00,000/- (Rupees Three Thousand Crore) divided into 3,00,00,00,000 (Three Hundred Crore) Equity Shares of face value of Rs. 10/- (Rupees Ten) each and Paid-up Share Capital of Rs. 15,00,00,00,880/- (Rupees One Thousand Five Hundred Crore Eight Hundred Eighty) divided into 15,00,00,00,88 (One Hundred Fifty Crore Eighty-Eight) Equity Shares of face value of Rs. 10/- (Rupees Ten) each.
Ongoing Projects And New Business Initiatives
In the year 2021-22, your Company had set an ambitious target for itself, thereby formulating its vision and strategy document titled "1-5-10-40", setting the path for exponential growth and diversification. The Company aims at achieving an annual turnover of Rs. 1 lac crore in 5 years and Profit after Tax of Rs. 10 thousand crores with an investment of Rs. 40 thousand crore. The Company has initiated several expansion and diversification initiatives in line with its vision which are progressing as per the envisaged schedule. Some of the major such initiatives and their status is as under:
Storage tanks at Dahej
To enhance the present LNG storage capacity of around 1 million CuM at Dahej terminal, construction of two additional LNG storage tanks of gross capacity of 1,85,000 CuM each has been taken up at a cost of approx. Rs. 1250 crore with a construction schedule of 36 months (September, 2024). The execution work of the tanks, which began in September,
2021 is in full swing, wherein a cumulative progress of over 70% has been achieved till March, 2023 which is ahead of contractual schedule.
Regas capacity expansion of Dahej
Your Company is also undertaking a highly cost-effective brownfield expansion of regassification capacity of Dahej Terminal from 17.5 MMTPA to 22.5 MMTPA at an estimated cost of Rs. 600 crore. The activities related to implementation of the project are progressing as per the envisaged schedule, with most of the supply related packages, already been awarded.
Considering the increase in demand of Natural Gas in the country and proposed expansion of Dahej LNG terminal from 17.5 MMTPA to 22.5 MMTPA, your Company is implementing a unique third berth project, also at Dahej through an investment of about Rs. 1700 crore. The third jetty shall also have facilities to handle Liquified gases, namely ethane and propane besides LNG. The jetty has been designed to accommodate carriers of size 65,000 CuM to 266,000 (Q-Max) CuM. Activities related to award of major EPCC packages are in the advance stage.
Affordable Rental Housing Complex (ARHC)
As a reflection of your Company''s endeavour to operate as a socially conscious and responsible organization, it has undertaken construction of 1500 Dwelling units under Affordable Rental Housing Complex (ARHC) scheme, which strives to empower migrant workforce by providing them an affordable and dignified housing close to their workplace. The project is being implemented at an approximate cost of Rs. 100 crore with a schedule of 24 months. The construction work, which began in February 2023, is in full swing.
Gassing Up and Cooling Down (GUCD) Scheme at Kochi
To tap the niche business opportunity of gassing up and cooling down operations of LNG ships on sustainable basis, your Company has undertaken augmentation of GUCD facilities at Kochi terminal at a cost of approximate Rs.10 crore. The construction activities for the said scheme are in progress. Once completed, the facility would provide a competitive solution to prospective customers at Kochi LNG terminal.
Installation of additional Truck Loading Bay at Dahej and Kochi
Your Company intends to further fortify its position in growing Indian Natural gas market. In order to cater to the demand of LNG as fuel for Automotive, Industrial, Commercial, Institutional and CGD customers not connected through pipelines, your Company is augmenting its LNG truck loading facility by installing additional four TLF skids at Dahej and two TLF skids at Kochi, taking the number of TLF skids to eight and four, respectively. The estimated cost of the scheme is approx. Rs. 70 crore. While, orders for supply of TLF skids have already been placed, works for installation of the same is expected to commence shortly.
LNG storage and Regasification project at Gopalpur, Odisha
As a part of geographical diversification strategy, your Company aims to establish its presence in the Eastern Coast of India through setting up an LNG terminal at Gopalpur, Odisha with an initial capacity of 4 MMTPA at a cost of approx. Rs. 2300 crore. Pre-project activities related to various geotechnical investigation and surveys are in advance stage.
The company has also executed a binding Term Sheet in December 2022 with M/s Gopalpur Ports Limited to this effect.
Construction of office complex at Dwarka, New Delhi
A unique architectural ship-shaped design has been adopted for the twin tower office complex under construction at Dwarka, New Delhi at a cost of about rupees 150 crore. The twin towers will have a glass facade and are being constructed as per the norms complying with platinum rating of green building council. The construction of the office complex is in full swing with over 40% progress achieved as on March 31st, 2023.
Petrochemical Complex at Dahej
Your Company is in the process of major diversification for the first time in last 25 years. With your support and trust, your Company has been progressing well on its plan for setting up of a propane based Petrochemical complex, adjacent to its Dahej LNG terminal.
Detailed Feasibility Report for the project including Propane Dehydrogenation (PDH) Unit (of capacity 750 KTPA), Poly Propylene (PP) Unit (of capacity 500 KTPA) along with Ethane and Propane import facility at Dahej is in the advance stage of completion. Your Company has already undertaken various pre-project activities including Licensor Selection for both PDH and PP, area development, compliance of ToR for environment clearance etc. Assurance of Raw water (RW) and Effluent discharge for the project from statutory authorities has also been obtained.
Integration of LNG terminal in terms of optimum usage of some of the existing utilities makes this project highly cost effective. The PDH unit of Company is also one of its kind in the world, where the cold energy of the existing LNG terminal is planned to be effectively utilized.
To secure the sourcing of feedstock for PDH unit, your Company has also completed the study for sourcing and shipping of propane at Dahej.
Long Term Sale of the Hydrogen, Ethane, Propane & Propylene
Your Company has also completed the study for sourcing and shipping strategy for Ethane at Dahej. Your Company is under discussions with prospective off-takers for the long-term sale of Hydrogen, Ethane, Propane and Propylene. This will make significant contribution to improve overall financial and operational performance of the integrated Petrochemical project. Your Company is also poised to be one of the largest third party propylene suppliers in India.
A high-level delegation from Ministry of Petroleum and Natural Gas, Government of India and Top Management of leading Oil & Gas PSUs and Petronet LNG Limited visited Colombo, Sri Lanka to explore possibility of collaboration in hydrocarbon and energy related projects including development of LNG supply and infrastructure in Sri Lanka. Your Company is also evaluating various options to supply the LNG to Sri Lanka for meeting their upcoming gas based power plant(s) requirement as a stop gap arrangements and possibility for setting up FSRU based LNG terminal for supply of LNG to meet their long-term gas requirement.
Promotion of LNG as an Automotive Fuel
As a prudent business entity, a step towards making India a gas based economy and responsible corporate, augmenting efforts of India meeting COP-27 commitment, your Company is taking up initiatives to develop the small-scale LNG market in the Country and has been promoting the environment friendly LNG as a fuel for Medium & Heavy Commercial Vehicles (M&HCVs), mining equipment etc.
In its efforts to develop LNG as an automotive fuel, your Company has developed four (04) LNG Dispensing Stations on southern national highways in the first stage and these stations will be commissioned soon.
Further, your Company has also undertaken an exercise of identifying the locations for setting up additional 10 LNG stations along major national highways and initiated action for procurement of equipment for these 10 LNG Dispensing Stations.
MoU with Oil India Limited (OIL)
Your Company has executed a non-binding MoU with M/s Oil India limited (OIL) in January 2023 to explore areas of mutual
cooperation in the various fields but not limited to potential monetisation of onshore stranded gas reserves, Coal Bed Methane (CBM) blocks and its offtake, Hydrogen generation, Compressed Biogas (CBG) plants etc.
LNG terminal at International Container Transhipment Port (ICTP) at great Nicobar Island
Your Company is exploring the opportunity to cater to the LNG demand of Andaman and Nicobar Islands, LNG bunkering demand of Coastal shipping and marine traffic etc. through establishing a hub and spoke model for LNG supplies and a floating/land based small scale LNG terminal within proposed ICTP at Galathea bay in the Great Nicobar Island.
Setting up of Compressed Bio-Gas (CBG) Plants
Your Company is in the process of identification of Project Site in Haryana, Uttar Pradesh, Madhya Pradesh, Gujarat, Maharashtra, Odisha etc. for the setting up of the CBG Plants. Further dialogue has been initiated with various Government and other bodies for facilitation w.r.t allocation of land, feedstock arrangement etc. Your Company has executed a non-binding MoU with M/s Oil India Limited (OIL) to explore areas of mutual cooperation in the various fields including CBG plants. Preliminary joint due diligence activity with M/s OIL is undergoing.
Your Company is also exploring venture into Green Hydrogen value chain for which, dialogues have been initiated with various business partners such as consultants, technology providers, electrolyser manufacturer etc. Your Company is planning to undertake various business pre-feasibility studies
which would pave way for venturing into Green Hydrogen sector.
Health, Safety & Environment (HSE)
Your Company is committed to conduct business with a strong environment conscience, ensuring sustainable development, safe workplaces, enrichment of the quality of life of its employees, customers, and the community at large. As a result, it always initiates proactive measures to monitor compliance statutes and procedures.
As a part of Integrated Management System, terminals have been re-accredited with ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 and ISO 55001:2014 standards for Quality, Environment, Occupational Health and Safety and Asset Management Systems.
With high commitment towards safety, Dahej terminal achieved a cumulative 23.17 safe million man-hours without Lost Time Incident as on 31st March, 2023.The corresponding number for Kochi terminal is 0.38 million man-hours.
The Company has a well-defined policy on Quality, Health, Safety, Environment, and Asset Management. Given the inherent hazards in the oil and gas industry, ensuring safe and environmentally responsible operations becomes even more crucial. The Company has undertaken various initiatives to inculcate safety culture, incorporate safe practices, raise awareness about emergencies, and provide safety training to both, its employees and contract workers working within the terminals, aiming to ensure safety of operations and the local community. Your Company has conducted 7 numbers of local community training programs in and around the local villages of Dahej and Kochi terminal on topics related to LNG hazards, emergency preparedness plan, fire safety awareness, health related topics etc.
Furthermore, your Company has implemented various measures to prioritize employee health and well-being as well as to maintain integrity of its physical assets, ensuring uninterrupted operations of the terminals. Regular firefighting mock drills with incidents involving varying scenarios are conducted at both the terminals. These drills are a testimony to the readiness of employees and equipment in dealing with an untoward situation, if it so arises. A full-fledged marine related emergency mock drill (level-1) involving LNG carrier (ship) and tugboats was conducted at jetty of Dahej terminal, to assess terminal''s preparedness for marine-related emergencies. To further strengthen its safety management system, the Company has also become
a member of British Safety Council (BSC) and has begun the process for conducting its Five-star safety audit at both terminals.
The Company has accorded utmost importance to the Technical & Safety Audits (internal and external) in both the terminals. Efforts are made by both terminals to comply the audit recommendations in a time bound manner.
Fire & Safety mock drill at PLL Dahej LNG Terminal on 23rd December 2022
All the External Safety Audits (ESA) points of Oil Industry Safety Directorate (OISD) audits have been liquidated in a time bound manner. Apart from this, the Company has initiated "Help each other audit" conducted by cross functional teams of Dahej and Kochi terminals on annual basis, which facilitates in sharing of the best practices adopted at any location. The Company also accords highest priority to a safe work culture at its project sites. It has also initiated Project Safety audits (external and internal) at the construction site of new LNG tanks at Dahej terminal. The Dahej LNG tanks project site has achieved accident-free 3.36 million manhours as on 31st March 2023, since the construction began in September 2021 demonstrating commitment towards safety for all stakeholders in its work culture.
Details of Subsidiary / Joint Venture / Associate Companies
1) Adani Petronet (Dahej) Port Ltd. (Formally known as Adani Petronet (Dahej) Port Private Ltd.)
A Solid Cargo Port through a Company named Adani Petronet (Dahej) Port Ltd. (APDPL), had commenced its operations in August 2010 at the Dahej Port. The Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer etc. Your Company has a 26% equity in this Company and the balance equity is held by the Adani Ports and SEZ Ltd. APDPL is a joint venture(JV) of your Company.
|
Financial Performance of the Joint Venture (JV) Company is as follows: (Rs. in crore) |
||
|
Particulars |
For the year ended 31st March, 2023 |
For the year ended 31st March, 2022 |
|
Revenue from operations |
613.81 |
424.49 |
|
Profit (loss) from continuing operations |
390.20 |
186.77 |
|
Other comprehensive income |
5.06 |
(2.09) |
|
Total comprehensive income |
395.27 |
184.68 |
|
Company''s share of total comprehensive income (26%) |
102.77 |
48.02 |
|
(Rs. in crore) |
||
|
Particulars |
For the year ended 31st March, 2023 |
For the year ended 31st March, 2022 |
|
Revenue from operations |
238.43 |
239.22 |
|
Profit / (loss) from continuing operations |
140.62 |
192.64 |
|
Other comprehensive income |
- |
- |
|
Total comprehensive income |
140.62 |
192.64 |
|
Company''s share of total comprehensive income (26%) |
36.56 |
50.09 |
2) India LNG Transport Co. (No. 4) Private Limited (''ILT4'')
India LNG Transport Co. (No. 4) Private Limited (''ILT4'') is Joint Venture (JV) of your Company with a shareholding of 26% equity. ILT4 is the owner of vessel MT Prachi and is primarily engaged in transportation of LNG. It is one of your Company''s strategic investments and has the principal place of business in Singapore.
Financial Performance of ILT-4 is as follows:-
Petronet LNG Foundation (PLF), a Company Limited by Guarantee, has been promoted by your Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of your Company.
Your Company undertakes to contribute to the assets of the company in the event of its being wound up while it is a member or within one year afterwards, for payment of the debts or liabilities of the company contracted before it ceases to be a member and of the costs, charges and expenses of winding up, not exceeding a sum of Rs 1,00,00,000/- (Rupees One Crore Only). Petronet LNG Foundation is facilitating your Company to comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder.
Petronet Energy Limited (PEL), was incorporated as a wholly owned subsidiary of your Company on 26th February, 2021 with authorized share capital of Rs 500 crore and issued share capital of Rs 10 crore with an objective to pursue business operations in the areas of LNG Bunkering, Gassing up and/ or Cool down (GUCD) of LNG ships, supply of heel quantity to LNG vessels and other allied services.
PEL has set up a unit at Puthuvypeen SEZ (PSEZ) on 27th July, 2022, which has also obtained all necessary regulatory approvals to start the operations at PSEZ. The strategic location of Kochi terminal is considered a potential location for refueling of vessels on the East-West shipping trade route and is also considered as a suitable location for carrying out GUCD operations.
PEL, as the only entity in India having the expertise to carry out GUCD activities, has subsequently carried out its maiden operation of GUCD of one LNG vessel at Kochi LNG Terminal, thus earning net foreign exchange (NFE) as per SEZ requirements.
5. Petronet LNG Singapore Pte. Ltd.
Your Company envisages to be a Global LNG player and has thereby incorporated a wholly owned subsidiary company "Petronet LNG Singapore Pte. Ltd." (PLSPL) on 7th March 2022. PLSPL has been incorporated to carry out business/activities, including but not limited to purchase of LNG on long, spot and short-term basis and sale of LNG, trading of LNG to Indian and foreign companies, optimization and diversion of LNG under its portfolio, carry out hedging, investments in overseas ventures etc. PLSPL has issued share capital of Rs 0.41 crores (50,500 shares) to your Company.
Conservation of Energy and TechnologyAbsorption
Conservation of Energy
All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation in order to ensure optimum conservation of energy and absorption of technology.
Your company has undertaken following other major steps:
⢠Plants are using best technology and optimization practices for energy conservation, particularly with respect to captive power generation vs. grid power utilization.
⢠Studies have been undertaken to optimize the fuel consumption of its three long term-chartered ships. The recommendations of the study are under implementation. Initial results are highly encouraging.
⢠Plant''s cold energy is being used for air conditioning of buildings and cooling in Nitrogen Generation.
⢠Company is installing rooftop mounted solar panels at Dahej and Kochi terminals to reduce carbon footprints and contribute to renewable energy drive of the country.
Research & Development
Petronet LNG is committed to promotion of clean energy thus helping the nation to achieve its Net Zero goals by 2070. Promoting LNG as a transition fuel, is one of such steps in this direction. Previously, various initiatives such as usage of LNG as fuel in fishing boats, trial running of buses on LNG in collaboration with KSRTC, etc. have been successfully undertaken to the optimum extent. Harnessing of cold energy has been identified as one of the priority areas for the company. Studies are being undertaken to integrate the
cold energy available at Dahej LNG Terminal with upcoming Petrochemicals complex. Preliminary studies indicate that a significant energy savings can be achieved.
The Company through NIT Surathkal, is working on a project to study the catalytic steam reforming process for generating hydrogen gas from organic waste. It offers a sustainable solution for addressing food waste and contributes to a more environmentally responsible future.
Petronet on Mission LiFE
The Government of India introduced Mission LiFE at UN Climate Change Conference of the Parties (COP26) in Glasgow, promoting mindful and deliberate utilization of resources. The company is fully committed to this concept and has already undertaken and planned several steps to support Mission LiFE as given below:
⢠Conducted a mass plantation drive at both terminals on various occasions including World Environment Day.
⢠Developed green belt in and around the premises in Dahej & Kochi terminals.
⢠Mangrove plantations covering over 1150 hectares along the coast of Gujarat and Kerala.
⢠Zero Liquid Effluent discharge at both the Terminals.
⢠Solar production of 360kWp and plans to increase to 560 kWp further in the FY 2023-24.
⢠Development of 4 LNG fuel buses for employee transportation, reducing emissions by approximately 1820% as compared to diesel buses.
⢠Rainwater harvesting at Kochi LNG Terminal during FY 2022-23 is over 87,000 m3.
⢠Successfully conducted an awareness session on the environment for its employees and nearby community.
Awards & Recognitions
Throughout the year, your Company has been honored with several prestigious awards and recognitions, acknowledging Company''s dedication to excellence, innovation, commitment to reduce workplace injuries and implementations of the best Organization''s Occupational Safety & Health (OSH) practices. These accolades are a testament to commitment to excellence and the hard work of the Company. Some of the notable awards and recognitions received during the FY 2022-23 include:
⢠Dahej terminal received "3rd Level Award: SURAKSHA PURASKAR (Bronze Trophy)" from National Safety Council, India in the category Manufacturing sector for the year-2022 for the first time;
⢠British Safety Council-International Safety Awards 2023 for its Dahej Terminal. The award signifies first time recognition by an institute of international repute;
⢠LNG Company of the Year Award -2022 from ET Energy World;
⢠CSR India Award 2022 by Greentech Foundation, in the category "Outstanding achievements in employment enhancing Skills" for undertaking Skill Development and Training Programme in Plastics Technology with CIPET that has trained more than 800 Youth with a placement of 86% candidates across several industries till date at multiple locations;
⢠Felicitation by the Clean Ganga Fund (CGF) and National Mission for Clean Ganga (NMCG) for the continuous support and valued contribution towards the one of the biggest environmental movements for conserving the national river, Ganga;
⢠CSR Times Award in Gold Category for its pivotal role in Nation building for the Project "Installation of PSA Oxygen Generation Plants to combat COVID - 19";
⢠"Best Overall excellence in CSR Award" by ET Ascent for meaningful CSR Programs and making contributions to the Society at large, in December, 2022
Adequacy of Internal Financial Controls with Reference to the Financial Statements
The Company has a robust system of the Internal Financial Controls (IFC) and its monitoring. The IFC framework and the Risk Matrix for various business processes are in place and are reviewed consistently by the management and Audit Committee. Independent professional agency is engaged for IFC testing. The IFC system ensures compliance of all applicable laws and regulations, optimum utilisation and safeguard of the Company''s assets and accuracy / completeness of financial records/reports.
Corporate Social Responsibility (CSR)
Your Company recognizes its profound responsibility towards society and continues to actively contribute to social development causes. With a renewed focus on our social goals, the Company has adopted a structured approach to improve access to quality healthcare, enhance educational and skill development facilities, support environmental initiatives, empower women and uplift communities in need across different regions in the country.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report covering initiatives undertaken with respect to environmental, social and governance perspective has been prepared in accordance with the directives of SEBI and forms a part of the Annual Report.
Foreign Exchange Earnings and Outgo
Your Company''s foreign exchange earning was Rs 57.76 crore and foreign exchange outgo was Rs. 53,248.40 crore during Financial Year 2022-23.
Your Company has implemented a comprehensive strategy that encompasses short-term, medium-term and long-term CSR initiatives, ensuring our resources are channelled in an organized manner to achieve maximum socio-economic impact. In line with the social objectives, your Company has identified several projects in key areas such as Healthcare & Sanitation, Education & Skill Development, Promotion of Art & Culture, Heritage Development, Animal Welfare, Environment & Sustainability, Welfare of the Divyangjan, Gender Equality and Rural Development. The annual CSR budget is being allocated progressively and sustainably towards these initiatives.
has successfully undertaken various impactful projects across the nation.
While targeting CSR obligations all the projects are carefully selected giving utmost importance to quality of spending, wider reach and sustainability aspect. Most of the projects have been outstanding in their overall impact and reach. Some of the impactful CSR projects taken up by your Company in different sectors in the FY 2022-23 are mentioned below:
a) Healthcare & Sanitation:
> Running Mobile Medical Vans in Rural & Urban Areas of Gujarat, Kerala, Delhi and Uttar Pradesh;
> Installation of eye care medical equipment at a Charitable Eye hospital in Delhi;
> Running Women - Centric Healthcare Centre in the aspirational District of Nuh, Haryana;
Further, in the FY 2022-23, an amount of Rs. 7.45 crore has been spent from UCSRA of 2021-22 and Rs. 3.44 crore has been spent from UCSRA of 2020-21 for ongoing multiyear projects. A total amount of Rs. 22.77 crore has been spent in the FY 2022-23 including the ongoing multiyear projects of the preceding two financial years.
The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure I and form part of the Directors'' Report.
> Installation of CT Scan machine at the General Hospital (Ernakulam, Kerala);
> Construction of Sulabh Toilet Complex at Katra (Jammu);
> Various awareness camps on heath, sanitation, organ donation, prevention of TB etc;
> Provided medical equipment like incinerator, solid waste management facilities to hospitals;
> Strengthening of facilities for orphan/destitute old age patients, ration support to shelter homes etc.
b) Education and Skill Development:
> Petronet Kashmir Super 50, Jammu Super 30 and National Super 30 (Delhi) towards imparting residential coaching & counselling support to 110 underprivileged students for preparation of JEE examination;
> Skill Development training to 500 youth in Plastics Technology with CIPET (Central Institute of Petrochemicals Engineering & Technology) at Ahmedabad, Kochi, Dehradun, Murthal and Baddi;
> Running 200 Ekal Vidyalayas in rural Gujarat and Kerala;
> Construction of School Building for Government Primary School, Lakhigam Village, Gujarat;
Review of progress by CSR Committee of the Board at CIPET, Dehradun under PLL''s CSR Initiative
Your Company has established Petronet LNG Foundation (PLF), a Company Limited by Guarantee on 31st March 2017. PLF acts as the CSR arm of your Company, operating in accordance with the provisions of Section 8 of the Companies Act, 2013, and the rules made thereunder. The foundation
> Skill Training Programme to more than 700 economically weaker rural youth in tailoring in apparel sector, logistics, customer relationship manager etc. as per National Skill Development Corporation (NSDC) curriculum, across various locations;
> Many other programmes viz. School Health Check-Up, Installation of smart classrooms and computer labs, strengthening educational infrastructure in schools, sport facilities and playground etc. across various locations.
c) Art, Culture and Heritage Development:
> The mega heritage project towards the development of Vipassana Park at Kapilvastu, Siddarth Nagar, U.P.;
> Construction support to Purvasha Folk and Tribal Art Museum on the bank of Chilika at Barkul in Khurda district of Odisha;
> Various other projects like skill development workshop for promotion of Art & Culture in Gujarat, Rajasthan, Jammu and Kashmir.
d) Gender Equality & Women Empowerment:
> Distribution of sewing machines and imparting tailoring training to create self-employment for more than 2500 underprivileged women across locations in UP and Delhi/ NCR;
> Various women centric awareness camps across the nation.
e) Welfare of the Divyangjan:
> Sanctioned transportation facilities for economically challenged differently abled students to a special child school in Delhi;
> Arranged assessment and assistive devices distribution camps for blind and hearing impaired EWS people of Gujarat and Bihar.
f) Research & Development:
> Supported experimental study and lab facility for development & demonstration of Hydrogen production from food waste generated Biogas at National Institute of Technology (NIT) Surathkal.
g) Various other short-term projects have also been undertaken in the vicinity of the existing terminals at Dahej and Kochi, for the benefit of the immediate stakeholders.
The Corporate Social Responsibility Policy of the Company is available at the Company website on the following weblink:
https://petronetlng.in/PDF/CSR_Policy_27042015.pdf
Directors and Key Managerial Personnel (KMP)
Inductions and Cessation
The following Directors were inducted on the Board/ceased
to be Directors on the Board of the Company:
1. Shri Arun Kumar ceased to be Independent Director on the Board of the Company w.e.f. 09.04.2022 consequent upon completion of three years'' tenure on 08.04.2022.
2. Shri Manoj Jain, Chairman & Managing Director, GAIL (India) Limited (GAIL) and Nominee Director-GAIL on
the Board of the Company, ceased to be Director on the Board of the Company w.e.f. 01.09.2022 consequent upon his retirement from the services of GAIL upon attaining the age of superannuation.
3. Dr. Alka Mittal, Chairman & Managing Director, Oil and Natural Gas Corporation Limited (ONGC) and Nominee Director - ONGC on the Board of the Company, ceased to be Director on the Board of the Company w.e.f. 01.09.2022 consequent upon her retirement from the services of ONGC upon attaining the age of superannuation.
4. Shri Mahesh Vishwanathan Iyer, CMD (additional charge) and Director (BD), GAIL was appointed as Nominee Director (GAIL) w.e.f. 01.09.2022 until conclusion of 24th Annual General Meeting held on 21.09.2022. He was re-appointed as Additional Director (Nominee Director-GAIL) w.e.f. 22.09.2022. He ceased to be Director on the Board of the Company w.e.f. 21.10.2022 consequent upon withdrawal of his nomination by GAIL.
5. Shri Rajesh Kumar Srivastava, CMD (additional charge) & Director (Exploration), ONGC was appointed as Nominee Director, ONGC w.e.f. 07.09.2022 until conclusion of 24th Annual General Meeting held on 21.09.2022. He was re-appointed as Additional Director (Nominee Director - ONGC) w.e.f. 22.09.2022 and his appointment was regularized by the Members of the Company by way of postal ballot on 03.12.2022. He ceased to be Director on the Board of the Company w.e.f. 14.12.2022 consequent upon withdrawal of his nomination by ONGC.
6. Shri Sandeep Kumar Gupta, Chairman & Managing Director, GAIL was appointed as Nominee Director -GAIL on the Board of the Company w.e.f. 21.10.2022. His appointment was regularized by the Members of the Company by way of postal ballot on 03.12.2022.
7. Shri Arun Kumar Singh, Chairman & Managing Director, Bharat Petroleum Corporation Limited (BPCL) ceased to be Nominee Director - BPCL w.e.f. 01.11.2022 consequent upon his retirement from the services of BPCL upon attaining the age of superannuation.
8. Shri V R K Gupta, Director (Finance) (with additional charge of Chairman & Managing Director and Director (HR)), BPCL was appointed as Nominee Director-BPCL w.e.f. 01.11.2022. His appointment was regularized by the Members of the Company by way of postal ballot on
28.01.2023. He ceased to be Director on the Board of the Company w.e.f. 21.03.2023 consequent upon withdrawal of his nomination by BPCL.
9. Shri Muker Jeet Sharma, Indian Forest Officer (Retd.) was appointed as Independent Director on the Board of the Company w.e.f. 24.11.2022. His appointment was regularized by the Members of the Company by way of
postal ballot on 28.01.2023.
10. Shri Arun Kumar Singh, Chairman, ONGC was appointed as Nominee Director-ONGC w.e.f. 14.12.2022. His appointment was regularized by the Members of the Company by way of postal ballot on 28.01.2023.
11. Shri G. Krishnakumar, Chairman & Managing Director, BPCL was appointed as Nominee Director, BPCL w.e.f.
21.03.2023. His appointment was regularized by the Members of the Company by way of postal ballot on
10.06.2023.
12. Shri Sanjeev Kumar, Managing Director, Gujarat State Petroleum Corporation Limited (GSPCL) ceased to be Nominee Director -GMB/ GoG on the Board of the Company w.e.f. 01.04.2023 consequent upon withdrawal of his nomination by GSPCL.
13. Shri Milind Torawane, Managing Director, GSPCL was appointed as Nominee Director - GMB/ GoG w.e.f.
10.04.2023. His appointment was regularized by the Members of the Company by way of postal ballot on
10.06.2023.
14. The tenure of Shri Vinod Kumar Mishra, Director (Finance) of the Company was extended for a further period of two years w.e.f. 18.04.2023 on the existing terms and conditions by approval of the Members of the Company by way of postal ballot on 08.04.2023.
The Board placed on record its sincere appreciation for valuable services rendered and contribution made by Shri Arun Kumar - Independent Director, Shri Manoj Jain -Nominiee Director (GAIL), Dr. Alka Mittal - Nominiee Director (ONGC), Shri Mahesh Vishwanathan Iyer - Nominiee Director (GAIL), Shri Arun Kumar Singh - Nominiee Director (BPCL), Shri Rajesh Kumar Srivastava - Nominiee Director (ONGC), Shri V R K Gupta - Nominiee Director (BPCL) and Shri Sanjeev Kumar - Nominiee Director (GMB/GoG), Members of the Board during their association with the Company.
Reappointment
In accordance with the Articles of Association of the Company and as per statutory requirements, Shri Pankaj Jain, Chairman and Shri Shrikant Madhav Vaidya, Nominee Director - IOCL, would retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.
Brief resume of directors seeking reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in your Company etc. as stipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given in the annexure
to the Notice of 25th Annual General Meeting.
Key Managerial Personnel
Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March 2023 were:
1. Shri Akshay Kumar Singh, MD & CEO
2. Shri Vinod Kumar Mishra, Director (Finance) and CFO
3. Shri Pramod Narang, Director (Technical)
4. Shri Rajan Kapur, Company Secretary
Annual Performance Evaluation of the Board
The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including Chairman of the Board. The evaluation of all the Directors, Committees, Chairman of the Board and the Board as a whole was conducted based on a structured evaluation process considering various aspects of the Board''s functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
Compliances with respect to Independent Directors
Pursuant to Section 149(7) of Companies Act, 2013 and Regulation 25 of SEBI (Listing the Obligations and Disclosure Requirements) Regulations, 2015, declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors appointed by the Board are renowned experts in their fields which are required for the Directors in the context of the Company''s business for effective functioning such as Leadership, Technology & Operational experience, Strategic Planning, Financial, Regulatory, Legal and Risk Management, Industry experience, Research & Development and Global Business. Further, all the Independent Directors are complying with the provisions of Section 150 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014.
Familiarization Programme and Training of Independent Directors
All new Independent Directors inducted to the Board attend an orientation program. The Company has well-defined training program for training to Board Members which inter-alia include the various familiarization programs in respect of
their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/ Committee meetings. The details of such familiarization programs have also been posted on the website of the Company at https://www.petronetlng. in/Familiarisation_Programme.php. Further, at the time of the appointment of Independent Director, the Company issues a formal letter of appointment outlining his/her roles, responsibilities, functions, duties, remuneration and other terms and conditions. The format of the letter of appointment is available on the website of the Company.
Extra Ordinary General Meeting
During the year, no Extra Ordinary General Meeting was held.
Number of Meetings of the Board of Directors
During the year, nine Board Meetings were held and the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.
Board Diversity
The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographic backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out approach to diversity. The policy is available at the website of the Company at https://www.petronetlng.in/PDF/PolicyDiversity.pdf
Audit Committee
The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.
Nomination and Remuneration Committee
The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.
Separate Meeting of Independent Directors
As per statutory requirements, the Company arranges for separate meetings of Independent Directors every year and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.
Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013
In compliance with the provisions of the Companies Act, 2013, the details of investments made, and loans/guarantees provided as on 31st March 2023 are given in the respective Notes to the financial statements.
Insurance
The Company has taken Directors'' and Officers'' liabilities insurance as well as appropriate insurance for all assets against foreseeable perils.
Significant and Material Orders Passed by Regulators or Courts
There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Company''s future operations.
Particulars of Contracts or Arrangements with Related Parties (RPTs)
In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has a comprehensive Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions. The existing Policy was reviewed and approved by the Board in line with amendments in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and made effective from
23.03.2023. The Policy is available on the website of the Company.
The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in Section 188 (1) of the Companies Act, 2013 is annexed to this report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements.
Particulars of Employees Pursuant to Section 197 of the Companies Act, 2013
Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are attached to this Report.
Disclosures Pursuant to Section 197(12) of the Companies Act, 2013
The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors'' Report and is annexed herewith.
Human Resources
Your Company takes pride in its highly motivated and competent Human Resource that has contributed its best to bring the Company to its present heights. Employees are the driving force behind the sustained stellar performance of your Company over all these years of Company''s ascendancy. As a commitment towards your Company''s core values, employees'' participation in Management was made effective based on mutual respect, trust and a feeling of being a progressive partner in growth and success. Both employees and management complemented each others efforts in furthering the interest of your Company as well as its stakeholders, signifying and highlighting overall harmony and cordial employee relations prevalent in your Company. No man days were lost due to strike or lock-out. As on 31st March, 2023 there were 523 employees including 3 Wholetime Directors (as on 31st March, 2022, 519 employees including 3 whole-time Directors).
various international Conferences and Seminars like ADIPEC, GASTECH, World Petrochemical Conference, CERAWeek, World LNG Summit etc. to prepare them to adapt with changes in global LNG landscape.
The Company also made strides towards development of employees through systematic training interventions for which the company partnered with IIM- Lucknow, IIM-Udaipur, IIM-Indore and IIM-Shillong to develop and impart custom made behavioral training modules. Apart from this, the Company continued nominating its employees to specialized functional skill enhancement trainings from across all the locations to different parts of India. During the year, the Company also nominated its employees to
Petronet family achieved a significant milestone when the company celebrated its 25th Foundation Day on 2nd April 2022 and to commemorate this occasion, PLL released a customized ''Mystamp'' to preserve this memory forever.
All the units of PLL celebrated this occasion with fanfare where employees'' family members also participated with lot of vigour and spirit.
M/s A. N. Kukreja, Practicing Company Secretary (M. No. FCS 1070, CP No. 2318), was appointed by the Board of Director to conduct the Secretarial Audit of the Company for the financial year 2022-23 as required under Section 204 of Companies Act, 2013 and rules thereunder.
A Secretarial Audit Report for the Financial Year 2022-23 submitted by M/s A. N. Kukreja, Secretarial Auditor, is annexed with this report along with Management''s Reply on the Secretarial Audit Report for the FY 2022-23.
The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditors'' Certificate regarding compliance of conditions of corporate governance for the FY 2022-23, is annexed to this report along with Management''s Reply on the Auditors'' Report on the Corporate Governance Report for the FY 2022-23.
Management Discussion and Analysis
The Annual Report contains a separate section on Management Discussion and Analysis which is annexed with the Directors'' Report.
Compliance with Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Your Company has a firm belief that Human Rights should be basic constituents of human behaviour which essentially drives various policies and practices in a company. We, therefore, do not discriminate between our employees and other manpower engaged in our work centres when it comes to facilities related to health, safety, and other amenities. We ensure that all the statutory guidelines are followed in their true spirit even for the manpower engaged by various service providers. Consequently, our IR environment is always congenial and since inception, there are zero instances of disharmony at any of our work locations.
Your Company has implemented a comprehensive Risk Management system that adheres to international standards,
providing a framework to proactively identify, analyse, manage and report risks across its entire value chain. The system includes ongoing risk assessments, prioritization, mitigation, monitoring and reporting.
Your Company''s approach is to ensure that risk management is applicable organization-wide and that risks are measured against their potential impact and likelihood. Your Company understands that risks are multi-dimensional and depend on both internal and external factors. Therefore, your Company addresses them in a holistic manner.
The Risk Management Policy provides clear guidance for identifying and quantifying risks, exploring mitigation measures, and managing risks without affecting your Company''s business objectives. Risks are periodically identified, quantified, prioritized and reported to the Management. Mitigation plans are reviewed and monitored quarterly and reported to the Risk Management Committee of the Board. The Committee oversees the implementation of the Risk Management Policy and procedures throughout the Company.
Risks are periodically reviewed and monitored by the Risk Management Committee of the Board and Audit Committee, before presenting them to the Board. Your Company assesses business risks, and their mitigation plans quarterly, to ensure effective risk management in the changing business environment and as it expands into new areas of business.
The Risk Management policy of your Company is regularly reviewed and amended/updated every two years based on SEBI(LODR) Regulations as amended from time to time.
By prioritizing risk management across your Company, it can proactively mitigate risks, ensuring the safety and success of its operations.
Details of Establishment of Vigil Mechanism
The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report, to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March 2023, no complaint was received under Vigil Mechanism and thus no complaint was pending as on 31st March, 2023.
The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior
Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by MD & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is available on the website of the Company.
The Company''s equity shares are listed on the BSE Limited and National Stock Exchange of India Ltd.
Transfer of Amounts/Securities to Investor Education and Protection Fund
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/ Unclaimed Dividend account for the financial years 2006-07 to 2014-15 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link https://www.petronetlng.in/cg.php.
Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more were also transferred to IEPF Suspense Account. Details of the same is available at website of the Company at the following link- https://www.petronetlng.in/cg.php.
Annexures Forming Part of Annual Report
The particulars of annexure forming part of this report areas
i inrlpr1
|
Particulars |
Annexure |
|
Annual Report on CSR Activities |
I |
|
Disclosure of Related Party Transactions in Form AOC-2 |
II |
|
Particulars of Employees pursuant to 197 of the Companies Act, 2013 read with rules. |
III |
|
Secretarial Audit Report in Form MR-3 |
IV |
|
Management Discussion & Analysis |
V |
|
Report on Corporate Governance |
VI |
|
Business Responsibility and Sustainability Report for the year 2022-23 |
VII |
No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2022-23:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
During the financial year 2022-23, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and thus no case was pending as on 31st March, 2023. As a part of compliance to the above said act, Internal Complaints Committees (ICC) have been constituted to redress the complaints regarding sexual harassment.
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.
M/s V. Sankar Aiyar & Co., Chartered Accountants, have been appointed by the Shareholders of the Company in the Annual General Meeting held on 21.09.2022 as Statutory Auditors for a tenure of 5 years, up to the Annual General Meeting to be held in 2027.
The Auditors have submitted an unqualified report for the financial year 2022-23. No fraud has been reported by Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.
As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by your Company.
The Board of Directors has appointed M/s Ramanath Iyer & Co., Cost Accountants (Registration. No. 000019) as the Cost Auditors of the Company for a period of 3 years, starting from Financial Year 2022-23 up to 2024-25.
Directors'' Responsibility Statement
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby states that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis;
(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Green Initiatives
In light of various circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, the annual general meeting is being held through video conferencing. The Annual Report for the financial year 2022-23 is being sent through email and the same is also available at the website of the Company. MCA circular dated 05.05.2020 requires that the Company should facilitate the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company. In light of the MCA Circulars and better Corporate Governance, the Company has provided
facility to the shareholders through the depositories i.e. NSDL and CDSL and through its Registrar and Transfer Agent i.e. Bigshare Services Private Limited, to register their email addresses with the depositories or the Company for receiving the Annual Report for 2022-23 and other communications.
Accordingly, it is requested that Members who have not registered their email addresses, may kindly register the same.
The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re- gasified LNG, Auditors and Lenders for their whole-hearted co-operation and unstinted support.
The Directors of your Company also convey their gratitude to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.
The Board also appreciates the contribution of contractors, vendors and consultants in the implementation of various projects of the Company.
We wish to place on record our deep appreciation to employees at all levels for their hard work, dedication and commitment.
For and on behalf of the Board of Directors
(Pankaj Jain)
Chairman
Place: New Delhi Dated: 29.08.2023
Mar 31, 2022
On behalf of the Board of Directors, it is our privilege and honour to present the Twenty-fourth Annual Report along with Audited Standalone and Consolidated Financial Statements and Auditors'' Report thereon for the financial year ended 31st March, 2022.
PHYSICAL PERFORMANCE DAHEJ LNG TERMINAL
India, like the rest of the world has also gone through an extremely challenging year 2021-22 for energy, especially Natural Gas and LNG. Despite the high LNG prices globally and energy supply related challenges, Dahej LNG Terminal having 17.5 MMTPA nameplate capacity, operated at about 15.32 MMTPA (87.5 %) during the FY 2021-22 as compared to 16.40 MMTPA (93.7 %) in the FY 2020-21. Despite all the odds, Dahej terminal achieved highest ever daily throughput of around 73 MMSCM on 03.07.2021.
During the financial year 2021-22, the Dahej Terminal handled 232 LNG Cargoes and supplied 792.9 TBTUs of RLNG as compared to 254 LNG cargoes and RLNG supplies of 849.24 TBTUs in previous financial year.
Dahej Terminal''s truck loading operations demonstrated significant improvement, on a cumulative note, 4040 trucks were loaded during the period April 2021- March 2022 as compared to 2852 trucks during the previous year i.e increase of around ~ 41.7% and loaded highest number of 25 trucks on a single day on 03rd January 2022.
Despite marginally lower capacity utilization during FY 2021-22, efficient operations of Dahej plant resulted in an improvement of ~ 2.4% in average specific power consumption as compared to that of previous financial year.
Kochi Terminal having name plate capacity 5 MMTPA, operated at 1.04 MMTPA (20.7%) during the FY 2021-22, as compared to 0.90 MMTPA (18.09%) in the FY 2020-21. Also, Kochi terminal achieved highest ever throughput of 6.15 MMSCMD on 26.08.2021. The utilization of Kochi Terminal increased further during 2021-22, owing to commissioning of pipeline connectivity to Mangalore in year 2020 and other sections in year 2021 of GAIL''s Kochi-Koottanad-Bangalore-Mangalore Natural Gas pipeline, thereby connecting new customers on RLNG.
During the FY 2021-22 Kochi Terminal handled 16 LNG Cargoes as compared to 14 LNG Cargoes in FY 2020-21 and supplied 54 TBtus of RLNG as compared to 46.92 TBtus in FY 2020-21.
LNG was also supplied through trucks to various consumers in the absence of pipeline connectivity. Kochi Terminal''s truck loading operations also demonstrated significant improvement wherein, 471 trucks were loaded during FY 2021-22 as compared to 376 trucks during FY 2020-21 i.e. increase of around ~ 25.3%.
Also, trial run of marine fishing boat on dual fuel (LNG Diesel) has been successfully completed, which will pave the way for use of LNG in fishing boats and develop a new segment of gas
consumption in the country, which will have huge potential to contribute in making India gas-based economy.
Your Company imports 7.5 MMTPA of LNG from Ras Laffan, Qatar on Free On Board (FOB) basis through its three long term chartered LNG vessels namely Disha, Raahi and Aseem. The duration of the charter is 25 years for each vessel. These vessels are owned by a consortium of M/s MOL, M/s NYK Line, M/s K-Line and M/s Shipping Corporation of India Ltd. (SCI). The technical management, manning and operations are carried out by SCI. The ships operate on a long-term time charter basis with Petronet as the charterer.
Supply of LNG from MARC (Exxon Mobil) is now on Delivery Ex Ship (DES) basis and fourth long term-chartered LNG vessel "Prachi" was novated to Exxon Mobil in the year 2017-18.
During FY 2021-22, the overall shipping operations have run smoothly and efficiently. The jetty utilization has been optimized without any downtime. All scheduled cargoes were lifted and transported through long term chartered vessels along with timely hiring of additional LNG vessels at competitive market rates.
During FY 2021-22, your Company achieved highest ever turnover, PBT and PAT. The turnover of FY 2021-22 stood at Rs.43,169 Crore as against Rs.26,023 Crore in FY 2020-21. PBT stood at Rs 4,474 Crore in FY 2021-22 as against PBT of Rs 3,968 Crore in FY 2020-21. PAT was Rs 3,352 Crore during FY 2021-22 as against PAT of Rs 2,949 Crore in FY 2020-21. The Company was able to achieve robust financial results owing to efficient commercial operations, in spite of high and volatile spot gas prices during the year. Net worth of your Company has increased from Rs. 11,649 Crore as on 31st March, 2021 to Rs. 13,425 Crore as on 31st March, 2022.
A summary of the comparative financial performance in the fiscal year 2021-22 and 2020-21 is presented below:
|
(Rs. in crore) |
||
|
Particulars |
2021-22 |
2020-21 |
|
Revenue from operations |
43,169 |
26,023 |
|
Other Income |
307 |
388 |
|
Total Revenue (A) |
43,476 |
26,411 |
|
Salary & Other operating expenses |
37,917 |
21,323 |
|
Finance Charges |
317 |
336 |
|
Depreciation |
768 |
784 |
|
Total Expenses (B) |
39,002 |
22,443 |
|
Profit before tax & Exceptional Items |
4,474 |
3,968 |
|
Exceptional Items |
- |
- |
|
Tax expenses, including deferred tax |
1,122 |
1,019 |
|
Profit after tax |
3,352 |
2,949 |
|
Earnings (Rs.) per Share* |
22.35 |
19.66 |
The Board of Directors of your Company has recommended a final dividend of Rs. 4.50 per equity share of Rs. 10/- each
i.e. 45% of the paid-up Share Capital of the Company as on 31st March 2022. This is in addition to Special Interim Dividend of Rs. 7 per equity share of Rs. 10/- each paid by the Company in December 2021. This is the 16th consecutive year for which your Company has recommended payment of dividend.
The final dividend shall be paid to the members, whose names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL as at the close of business hours on 5th July, 2022 (Record date).
Your Company has duly approved Dividend Distribution Policy ("The Policy") in place. The same is annexed to this Report and is also available on Company''s website at https://www. petronetlng.in/PDF/Dividend Policy.pdf
There was no change in the Share Capital of the Company during the year. The Company has Authorised Share Capital of the Company of Rs. 30,00,00,00,000/- (Rupees Three Thousand Crore) divided into 3,00,00,00,000 (Three Hundred Crore) Equity Shares of face value of Rs. 10/- (Rupees Ten) each and Paid-up Share Capital of Rs. 15,00,00,00,880/- (Rupees One Thousand Five Hundred Crore Eight Hundred Eighty) divided into 15,00,00,00,88 (One Hundred Fifty Crore Eighty Eight) Equity Shares of face value of Rs. 10/- (Rupees Ten) each.
NEW PROJECTS AND PLANS BUSINESS INITIATIVESSTRATEGIC PLANNING
During the year, your company set an ambitious target for itself, subsequent to which its vision and strategy document titled "1-5-10-40" was formulated, setting the path for exponential growth and diversification. The company aims at achieving an annual turnover of Rs. 1 lac crore over next five years and annual Profit after Tax of Rs. 10 thousand crore with investments of Rs. 40 thousand crore.
In order to meet this challenging target, your company also identified a need for optimization of the decision-making process for its Executives at various levels. Accordingly, the company undertook an extensive exercise to re-visit the existing "Delegation of Authority", wherein the executive powers were rationalized to align with its growing business needs.
Similarly, PLL also recognizes that strategic goals require harmony and alignment with the company''s HR Policies and practices, therefore, it became imperative to revisit the entire spectrum of HR Policies and align it with Industry best practices. In this endeavour, 39 HR Policies have been revised and implemented.
REGAS CAPACITY EXPANSION OF DAHEJ
Keeping in view of the expected growth in demand of LNG in line with the vision of Hon''ble Prime Minister to enhance the share of natural gas in Energy basket of the country from 6.7% to 15% by 2030, your company is undertaking a highly cost effective brownfield expansion of regas capacity of Dahej
Terminal from 17.5 MMTPA to 22.5 MMTPA at an estimated cost of approx. Rs. 600 crore.
Presently, Dahej terminal has six LNG tanks with a total storage capacity of approximately 1 million cubic meter. The same is being further augmented by way of construction of two additional LNG tanks each of 1,80,000 cubic meter capacity, at a cost of approx. Rs. 1250 crore. The construction work has commenced in September 2021 and is in full swing.
In order to meet the growing demand of RLNG and to ensure sustainable operations at Dahej Terminal, your company has also undertaken the project of construction of third berth at Dahej at an approx. cost of Rs. 1700 crore. Besides LNG, the third berth shall also have the facilities to handle ethane- for catering to the demand of prospective customers, and propane- to be used as the feedstock for the proposed Petrochemicals plant.
AFFORDABLE RENTAL HOUSING COMPLEX (ARHC)
Your Company has undertaken construction of 1500 Dwelling Units (DUs) under Affordable Rental Housing Complex (ARHC) scheme for urban migrants/poor, under Pradhan Mantri Awas Yojana - Urban (PMAY-U) at an approx. cost of Rs. 100 crore at Eksal village in Bharuch district of Gujarat. The Primary aim of ARHC scheme is to develop and provide a section of migrant workforce, access to dignified and affordable rental housing close to their workplace and elevate their living conditions from staying in slums and unauthorized settlements.
GASSING UP AND COOLING DOWN (GUCD)
To tap the niche business opportunity of gassing up and cooling down operations of LNG ships on sustainable basis, your Company has undertaken augmentation of GUCD facilities at Kochi terminal. It would provide a competitive solution to prospective customers at Kochi LNG Terminal.
FORMATION OFWHOLLY-OWNED SUBSIDIARY-PETRONET LNG SINGAPORE PTE. LTD.
Your company envisages to be a Global LNG player and has thereby incorporated a wholly-owned subsidiary company '' "Petronet LNG Singapore Pte. Ltd." on 7th March 2022. Petronet LNG Singapore Pte. Ltd." has been incorporated to carry out business/activities, including but not limited to purchase of LNG on long, spot and short-term basis and sale of LNG, trading of LNG to Indian and foreign companies, optimization and diversion of LNG under its portfolio, carry out hedging, investments in overseas ventures etc.
PETROCHEMICAL COMPLEX AT PLL DAHEJ TERMINAL
Your company has plans for setting up of a Petrochemical complex based on imported propane at Dahej LNG Terminal. Your company is in the process of major diversification. Your Company has completed the Pre- Feasibility Report for setting up an integrated Petrochemical Complex including Propane
Dehydrogenation (PDH) Unit (of capacity up to 750 KTPA), 500KTPA Poly Propylene (PP) Unit and Ethane/ Propane import facility at Dahej. The import facility for Ethane and propane at Dahej terminal is a forward integration of our strategy as the same get synchronised with our upcoming third jetty project having provisioning for ethane and propane unloading facilities. Company''s available land bank at Dahej, sharing of some of the existing utilities and no additional infrastructure for transport of feedstock makes this project very cost efficient. Your Company has also completed the commercial due-diligence and results are very encouraging for initiating the Detailed feasibility Studies and other Pre-project studies. Your company is also exploring the option of setting up of propylene derivative complex (other than PP) in near future.
LNG STORAGE AND REGASIFICATION TERMINAL ON EAST COAST OF INDIA
With a strategic vision to establish our presence in the Eastern coast of India, your company plans to set up the FSRU based LNG terminal on East coast of India. The LNG terminal will cater to the increasing gas demand of the eastern and central part of the country. Your company has already completed Detailed Feasibility Report (DFR) for the 4 MMTPA FSRU based terminal with further scope for expansion to land based terminal of 5 MMTPA capacity.
SETTING UP OF COMPRESSED BIO-GAS (CBG) PLANTS
Your company has received 32 Letter of Intents for setting up of CBG plant across various parts of India primarily in Haryana & UP. Your company has submitted the proposal to Government of Haryana for allocation of land for setting up of CBG plants in 5 Districts (Sonipat, Jind, Karnal, Kaithal & Ambala). Parallelly, setting up of CBG plant in and around the Sugar Mills & Gaushala is also being explored.
Your company has been shortlisted as one of the potential bidders against Expression of Interest to the REOI (Request for Expression of Interest) floated by Rupantarita Prakritik Gas Company Limited (RPGCL), a subsidiary of Petrobangla for construction of Land-based LNG Re-gasification Terminal at Matarbari, Cox''s Bazar, Bangladesh on build, own, operate and transfer basis. Accordingly, RPGCL has issued the Request for Proposal (RFP) document to Petronet LNG Limited for submission of its Proposal. Your company is exploring carrying out requisite activities for bid-submission in this regard. Your company is also exploring the business opportunities in LNG value chain in Sri Lanka and in process of collaborating with potential counter part including Government of Sri Lanka.
LNG THROUGH TANKERS AND AS AN AUTOMOTIVE FUEL
As a prudent business entity, a step towards making India a gas based economy and responsible corporate augmenting efforts of India meeting COP-21 and COP-26 commitment, your Company is taking up initiatives to develop the small-scale LNG market in the Country and has been promoting the environment friendly LNG as a fuel for Medium & Heavy Commercial Vehicles (M&HCVs), mining equipments, etc.
In its efforts to develop LNG as an automotive fuel, your Company is focusing more on development of LNG dispensing eco-system on National highways in southern India in the initial stage. In this regard, four (04) LNG Dispensing Stations are under construction in Southern India and will be commissioned soon.
Further, your company is exploring locations along major national highways to setup LNG dispensing stations to develop market for LNG as an automotive fuel, which has huge potential to utilize 10-12 MMTPA of LNG over the years.
In order to cater to the demand of LNG as fuel for Automotive, Industrial & Commercial, Institutional, Inland Waterways, CGD sector not connected on main trunk line and Mining sector, your company is planning to setup LNG dispensing stations across India covering major highways on Golden Quadrilateral, East-West, North-South Corridors and setting up additional truck loading bays at Dahej and Kochi terminals.
HEALTH, SAFETY & ENVIRONMENT (HSE)
Your company is ensuring that both Dahej and Kochi terminals operate safely throughout the year. Your Company is committed to conduct business with a strong environment conscience, ensuring sustainable development, safe workplaces, enrichment of the quality of life of its employees, customers, and the community at large. Compliance of statutes and procedures are proactively monitored by the Company. The Company is having well defined policy for Quality, Health, Safety, Environment and Asset Management. Your Company has taken numerous steps to ensure health of employees and continue uninterrupted operations of terminals during pandemic. Employees were allowed to work from home during pandemic as per government guidelines issued from time to time. Also, a group of employees have been assigned the responsibility of interacting with employees or spouses of employees/ relatives for ensuring their well-being. As a step towards conservation of water, a plant for conversion of Air Heater Condensate water into potable water is successfully operating. Recently, a 100 KLD STP plant has been commissioned at Dahej terminal to treat sewage. Further, company has started periodical marine ecological survey around jetty to ensure no harm to existing living beings inside sea.
Your company''s commitment towards HSE has been recognised by statutory bodies and global HSE forums. Your company received "National Safety award in oil and gas (Large sector)" in 9th Global Safety Summit, "Safety award 2021" from Kerala Factories & Boilers, and award of "Best Performance of Safety Committee" from National Safety Council-Kerala Chapter.
DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES
1) Adam Petronet (Dahej) Port Private Ltd.
A Solid Cargo Port through a Company named Adani Petronet (Dahej) Port Private Ltd., had commenced its operations in August 2010 at the Dahej Port. Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer. PLL has a 26% equity in this Solid Cargo Company and the balance equity is held by the Adani group.
Financial Performance of Solid Cargo Joint Venture (JV) Company
|
(Rs. In Lac) |
||
|
Particulars |
For the year ended 31st March, 2022 |
For the year ended 31st March, 2021 |
|
Revenue from operations |
42,449 |
29,231 |
|
Profit/ (loss) from continuing operations |
18,677 |
8,681 |
|
Other comprehensive income |
(209) |
(157) |
|
Total comprehensive income |
18,468 |
8,524 |
|
Company''s share of total comprehensive income (26%) |
4,802 |
2,216 |
Financial Performance Position of ILT4
|
(Rs. In Lac) |
||
|
Particulars |
For the year ended 31st December 2021 |
For the year ended 31st December 2020 |
|
Revenue from operations |
23,922 |
24,834 |
|
Profit / (loss) from continuing operations |
19,264 |
(1400) |
|
Other comprehensive income |
- |
- |
|
Total comprehensive income |
19,264 |
(1400) |
|
Company''s share of total comprehensive income (26%) |
5,009 |
(364) |
2) India LNG Transport Co. (No. 4) Pvt. Ltd. (''ILT4'')
India LNG Transport Co. (No. 4) Pvt. Ltd. (''ILT4'') is joint venture of your Company with 26% ownership interest. ILT4 is the owner of vessel MT Prachi and is primarily engaged in transportation of LNG. It is one of the Company''s strategic investments and has the principal place of business in Singapore.
3. Petronet LNG Foundation
Petronet LNG Foundation, a Company Limited by Guarantee, has been promoted by the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of the Company. Petronet LNG Limited undertakes to contribute to the assets of the company in the event of its being wound up while it is a member or within one year afterwards, for payment of the debts or liabilities of the company contracted before it ceases to be a member and of the costs, charges and expenses of winding up, not exceeding a sum of Rs 1,00,00,000/- (Rupees One Crore Only). Petronet LNG Foundation is facilitating the Promoter to comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder.
4. Petronet Energy Limited
Petronet Energy Limited (PEL) is incorporated as wholly-owned subsidiary company of Petronet LNG Ltd on 26th Feb 2021 with authorized share capital of Rs 500 crore and issued share capital of Rs 10 crore PEL will pursue operations in the areas of LNG Bunkering, Gassing up and/ or Cool down (GUCD), supply of heel quantity to LNG vessels and other allied services.
5. Petronet LNG Singapore Pte Ltd
The Company has formed new wholly owned subsidiary Company Petronet LNG Singapore Pte Ltd (registered in Singapore) on 7th March 2022.
conservation of energy and technology absorption
All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, your company has undertaken following major steps:
⢠Plants are using best technology and optimization practices for energy conservation.
⢠Plant cold energy is being used for air conditioning of buildings and cooling in Nitrogen Generation Plant.
⢠Company is installing rooftop mounted solar panels at Dahej and Kochi terminals to reduce carbon footprints and contribute to renewable energy drive of the country.
⢠Energy efficiency of both terminals have improved by optimizing the plant operations.
To promote LNG, the cleanest fossil fuel, in new segments, your company has undertaken field trials in the fishing boat and road transportation sectors. The trial of fishing boat on dual fuel i.e. LNG and diesel, in association with Kerala Development and Innovation Strategy Council and ICAR- Central Institute of Fisheries Technology, Kochi has been undertaken. This innovation is likely to open up a huge opportunity for introduction of cleaner fuels in the vast fisheries sector and other marine applications.
Two LNG buses each deployed for commuting of local employees at Dahej and Kochi Terminals are running successfully. During the year, the two buses at Kochi were provided to KSRTC for conducting long haul extensive commercial trial runs for a period of over four months. The buses were deployed on the busy Kochi-Thiruvantapuram and Kochi-Calicut routes. Encouraging results were obtained at both the locations.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company''s foreign exchange earning was Rs. 29.38 crore and foreign exchange outgo was Rs.35,956 crore during Financial Year 2021-22.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has a robust system of the Internal Financial Controls (IFC) and its monitoring. The IFC framework and the Risk Matrix (RCM) for various business processes are in place and are reviewed by the management and Audit Committee continuously. Independent professional agency is engaged for IFC testing. The IFC system ensures compliance of all applicable laws and regulations; optimum utilisation and safeguard of the company''s assets; and accuracy and completeness of financial records/reports.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company fully understands its responsibility towards the society and has been constantly striving and contributing its bit towards causes leading to Social Development. In its endeavour to be more focused towards its social goals, the Company has developed a structured approach to enhance access to quality healthcare, enrich the lives of communities in need, empowering women, environmental causes and enhance the educational facilities across geographies in the Country.
The Company is implementing short-term, medium-term, and long- term strategy to channelize the resources in an organized manner to derive maximum socio-economic impact from the targeted approach. In line with its social goals as enumerated above, the Company has identified several projects in the areas of healthcare, education, eradicating hunger, skill development, sports, arts and culture, infrastructure development projects,
empowering women and ensuring environmental sustainability, etc. where your Company will spend the annual CSR budget in a progressive and sustainable manner.
In terms of provisions of Companies Act 2013, an amount of Rs 6909.21 Lakh was required to be committed on CSR activities in Financial Year 2021-22 which was complied. Company has spent an amount of Rs 5218.60 Lakh and provisioned for transfer of an amount of Rs 1690.61 Lakh to unspent CSR account (UCSRA) for projects under progress, in accordance with the Companies Act, 2013 read with the CSR Amendment Rules. Further in FY 2021-22, an amount of Rs 1157 Lakh has been spent from UCSRA 2020-21 for ongoing multiyear projects and an amount of Rs 1254.57 Lakh was transferred to Schedule VII funds.
Your Company has been making constant efforts to reach optimum level of CSR expenditure resulting in tangible positive impact on society and has made commendable improvements over the previous years in terms of both spending as well as number of CSR projects taken up. Also, the company has stood by the nation against the unprecedented crisis due to the outbreak of the COVID -19 by taking up several initiatives time to time. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure B and form part of the Board Report.
Further, Petronet LNG Foundation (PLF), a Company Limited by Guarantee, has been incorporated on 31st March 2017 by Petronet LNG Limited (PLL) as a promoter of the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder, and acts as the CSR Arm of PLL. PLF is facilitating the promoter to comply with its CSR under
provisions of Section 135 of Companies Act, 2013 and rules made thereunder. It has already taken up some high impact projects and is in the process of finalizing projects/ programmes with higher project cost and impact. While all CSR projects have been carefully chosen giving utmost importance to quality of spending instead of just meeting the obligations, some projects have been outstanding in their impact.
In Healthcare and Combatting Covid -19, PLL Installed and commissioned 13 PSA Oxygen Generation plants i.e. 10 nos. of capacity 1000LPM each and 3 nos. of 500 LPM each, at various government hospitals in Delhi (3 nos.), Karnataka (6 nos.), Kerala (2 nos.) and Odisha (2 nos.), supplied 1,000 oxygen concentrators and 1,000 oxygen cylinders, supported the expansion of the 35-bedded charitable hospital run by Swami Vivekanand Health Mission Society (SVHMS) at Dharmawala, Dehradun, installed centralized Oxygen supply system in 7 Government Healthcare Institutions in Kerala, Conversion of 14 ICU Beds at General Hospital, Ernakulam and launched 5 nos. equipped Mobile Medical Units (Vans) at Delhi (2), Dahej (1), Kochi (1) & Sonbhadra (1) for the Healthcare requirements of the masses and rural population.
In Education & Skill Development sector, PLL is supporting Skill Development Training of 400 Youth with CIPET (Central Institute of Petrochemicals Engineering & Technology) in Plastics Technology at Ahmedabad & Kochi, skill training for job roles as Sampling Tailor in Apparel Sector for 480 youths with Apparel Made-ups and Home Furnishing Sector Skill Council (AMHSSC) in Varanasi (UP), providing e-tablets to the 750 teachers at Schools run by South Delhi Municipal Corporation (SDMC) and development of Govt. Primary School at Luvara Village, Bharuch- Gujarat. Petronet Kashmir Super-30 program prepares underprivileged students of Kashmir to overcome various social and other disadvantages and helps them to compete with the best for admission into the premier engineering institutions like IITs and NITs by providing quality coaching and guidance.
In Welfare of War Windows and Women Empowerment sector, PLL completed construction of 48 Widow Quarters for BSF (Gandhinagar, Bikaner, Amritsar and Gurdaspur) while construction of 24 Widow Quarters for CRPF (Lucknow) is under progress, enhanced livelihood opportunities by providing sewing machines and imparting tailoring training to 600 women at Delhi & Saharanpur.
In Rural Development Projects & Ensuring Environment Sustainability, PLL constructed Panchayat Bhavan at Lakhigam village in Dahej and provided Truck mounted Road Sweeping Machine and a Mini Fire Tender to Nagarpalika Bharuch under Swachhta Abhiyan and Disaster Management activities.
The Corporate Social Responsibility Policy of the Company is available at the website of the Company at the following
weblink: https://www.petronetlng.in/ https://petronetlng.in/PDF/CSR_Policy_27042015.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)Inductions and Cessation
The following Directors were inducted on the Board/ceased to be Directors on the Board of the Company:
1. Shri Pankaj Jain, Secretary, Ministry of Petroleum and Natural Gas (MoP&NG), Government of India was appointed as Director and Chairman of the Company w.e.f. 14.01.2022 and his appointment was regularized by the Members of the Company through postal ballot approved on 02.04.2022.
2. Dr. (Ms.) Alka Mittal , CMD (Additional Charge) and Director (HR), ONGC was appointed as Nominee Director from ONGC w.e.f. 14.01.2022 and her appointment was regularized by the Members of the Company through postal ballot approved on 02.04.2022.
3. Shri Sidhartha Pradhan was re-appointed as Independent Director by the Members of the Company in the Extraordinary General Meeting held on 15.03.2021, by way of special resolution, for another period of three years w.e.f.
16.05.2021.
4. Amb. Bhaswati Mukherjee was appointed as Independent woman Director of the Company w.e.f. 13.08.2021 and her appointment was regularized by the Members of the Company in 23rd Annual General Meeting held on
28.09.2021.
5. Shri Sanjeev Mitla was appointed as Independent Director of the Company w.e.f. 09.02.2022 and his appointment was regularized by the Members of the Company through postal ballot approved on 02.04.2022.
6. Shri Sundeep Bhutoria was appointed as Independent Director of the Company w.e.f. 09.02.2022 and his appointment was regularized by the Members of the Company through postal ballot on 02.04.2022.
7. Shri Tarun Kapoor ceased to be Director and Chairman of the Company w.e.f. 01.12.2021 due to his retirement as Secretary, Ministry of Petroleum and Natural Gas (MoP&NG), Government of India on attaining the age of superannuation.
8. Shri Subhash Kumar, Director (Finance) and Additional Charge- CMD, ONGC was appointed as Nominee Director from ONGC w.e.f. 09.04.2021 and his appointment was regularized at the 23rd Annual General Meeting held on 28th September 2021. Shri Subhash Kumar, Nominee Director- ONGC, ceased to be Director of the Company w.e.f. 01.01.2022 consequent upon his retirement from the services of Oil and Natural Gas Corporation Limited on attaining the age of superannuation.
9. Shri S.K. Srivastava and Dr. Siddhartha Shekhar Singh ceased to be the Independent Directors on the Board of the Company w.e.f. 02.11.2021 consequent upon completion of their tenure of three years on 01.11.2021.
10. Shri Arun Kumar ceased to be the Independent Director on the Board of the Company w.e.f. 09.04.2022 consequent upon completion of his tenure of three years on 08.04.2022.
The Board placed on record its sincere appreciation for valuable services rendered and contribution made by Shri Tarun Kapoor, Shri Subhash Kumar, Shri S.K. Srivastava, Dr. Siddhartha Shekhar Singh and Shri Arun Kumar, Members of the Board during their association with the Company.
Reappointment
In accordance with the Articles of Association of the Company and as per statutory requirements, Shri Shrikant Madhav Vaidya, Nominee Director, IOCL and Shri Arun Kumar Singh, Nominee Director, BPCL, would retire by rotation at the ensuing Annual General Meeting and being eligible and offers himself for reappointment.
Brief resume of directors seeking reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in company etc. as stipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given in the annexure to the Notice of 24th Annual General Meeting.
Key Managerial Personnel
Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March 2022 were:
1. Shri Akshay Kumar Singh, Managing Director & CEO
2. Shri Vinod Kumar Mishra, Director (Finance) and CFO
3. Shri Pramod Narang, Director (Technical)
4. Shri Rajan Kapur, CGM & Vice President - Company Secretary
ANNUAL EVALUATION OF THE BOARD
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. The evaluation of all the Directors, Committees, Chairman of the Board and the Board as a Whole was conducted based on a structured evaluation process considering various aspects of the Board''s functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
compliances with respect to independent directors
Pursuant to Section 149(7) of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors as appointed by the Board are renowned experts in their fields which are required for the Directors in the context of the Company''s business for effective functioning such as Leadership, Technology & Operational
experience, strategic planning, Financial, Regulatory, Legal and Risk Management, Industry experience, Research & Development and Global business. Further, all the Independent Directors are complying with the provisions of Section 150 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
All new Independent Directors inducted in to the Board attend an orientation programme. The Company has well-defined Training Program for training to Board Members which inter-alia include the various familiarization programs in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/ Committee meetings. The details of such familiarization programs have also been posted on the website of the Company at https://www.petronetlng. in/Familiarisation Programme.php. Further, at the time of the appointment of Independent Director, the Company issues a formal letter of appointment outlining his/her roles, responsibilities. functions, duties, remuneration and other terms and conditions. The format of the letter of appointment is available on the website of the Company.
EXTRA ORDINARY GENERAL MEETING
During the year, no Extra Ordinary General Meeting was held.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, nine Board Meetings were held and the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.
The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographic backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out approach to diversity. The policy is available at the website of the Company at https://www.petronetlng.in/PDF/PolicvDiversitv.pdf
The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit
Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As per statutory requirements, the Company arranges for separate meetings of Independent Directors every year and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
In compliance with the provisions of the Companies Act, 2013, the details of investments made, and loans/guarantees provided as on 31st March 2022 are given in the respective Notes to the financial statements.
INSURANCE
The Company has taken Directors and Officers liabilities insurance as well as appropriate insurance for all assets against foreseeable perils.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Company''s future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPTs)
In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The same has been posted on the website of the Company. The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in section 188 (1) of the Companies Act, 2013 is annexed to this report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements. The disclosure attached herewith as Annexure II and form part of the Board Report.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013
Pursuant to provisions of Section 197 of the Companies Act,
2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are annexed to this Report.
DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors'' Report and is annexed herewith.
HUMAN RESOURCES
Your Company takes pride in its highly motivated and competent Human Resource that has contributed its best to bring the Company to its present heights. Employees are the driving force behind the sustained stellar performance of your company over all these years of Company''s ascendancy. As a commitment towards your Company''s core values, employees'' participation in Management was made effective based on mutual respect, trust and a feeling of being a progressive partner in growth and success. Both employees and management complemented each other''s'' efforts in furthering the interest of your Company as well as its stakeholders, signifying and highlighting overall harmony and cordial employee relations prevalent in your Company. No man days were lost due to strike or lock-out. As on 31st March, 2022 there were 519 employees including 3 Whole-time Directors.
SECRETARIAL AUDIT
M/s A. N. Kukreja, Practicing Company Secretary (M. No. FCS 1070, CP No. 2318), was appointed by Board of Director to conduct the Secretarial Audit of the Company for the financial year 2021-22 as required under Section 204 of Companies Act, 2013 and rules thereunder.
A Secretarial Audit Report for the Financial Year 2021-22 submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed with this report along with Management''s Reply on the Secretarial Audit Report for the Financial Year 2021-22. The disclosure attached herewith as Annexure III and form part of the Board Report.
CORPORATE GOVERNANCE
The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditors'' Certificate regarding Compliance of conditions of corporate governance for the Financial Year 2021-22, is annexed to this report along with Management''s Reply on the Auditors'' Report on the Corporate Governance Report for the Financial Year 2021-22. The disclosure attached herewith as Annexure IV and form part of the Board Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report contains a separate section on Management Discussion and Analysis which is annexed with the Directors'' Report. The disclosure attached herewith as Annexure V and form part of the Board Report.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report covering initiatives taken with environmental, social and governance perspective has been prepared in accordance with the directives of SEBI and forms a part of the Annual Report. The disclosure attached herewith as Annexure VI and form part of the Board Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Your Company has a firm belief that Human Rights should be basic constituents of human behaviour which essentially drives various policies and practices in a company. We, therefore, do not discriminate between our employees and other manpower engaged in our work centres when it comes to facilities related to health, safety, and other amenities. We ensure that all the statutory guidelines are followed in their true spirit even for the manpower engaged by various service providers. Consequently, our IR environment is always congenial and since inception, there is zero instances of disharmony in any of our work locations.
Your Company has established a robust Risk Management system for all its operations, based on international standards. The Company''s enterprise risk management system provides a framework to proactively identify, analyse, manage, and report risks to the management, to provide effective risk prevention and mitigation measures across the company''s value chain. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system. The Company''s management approach is to ensure risk management is applicable organization wide and risks are measured against the impact and likelihood of the event. Your Company understands that risks are multi-dimensional and depends on both internal and external environment, therefore Company''s approach is to address them in a holistic manner.
Your Company''s Risk Management Policy provides direction to identify and quantify risks, explore the mitigation measures, and manage the risks without effecting company''s business objective. The risks are periodically identified, quantified, prioritized, and reported to the Management. Mitigation plans are reviewed & monitored at various stages on quarterly basis and reported to the Risk Management Committee of the board,
which oversees the implementation of the Risk Management Policy and procedures throughout the organization. Risks are periodically reviewed and monitored by the Risk Management Committee of the Board and Audit Committee, before presenting it to the Board.
In the changing business scenario and expansion of your Company into various other activities, business risk and their mitigation plans are assessed periodically on quarterly basis.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March, 2022, no complaint was received under Vigil Mechanism and thus no complaint was pending as on 31st March, 2022.
The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by Managing Director & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is given on the website of the Company.
The Company''s equity shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd.
TRANSFER OF AMOUNTS/SECURITIES TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/Unclaimed Dividend account for the financial year 2006-07 to 2013-14 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link https://www. petronetlng.in/cg.php
Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more were also transferred to IEPF Suspense Account. Details of the same is available at website of the Company at the following link - https://www.petronetlng.in/cg.php
OTHER DISCLOSURES
No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2021-22:1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
During the financial year 2021-22, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and thus no case was pending as on 31st March, 2022. As a part of compliance to the above said act, Internal Complaints Committees (ICC) have been constituted to redress the complaints regarding sexual harassment.
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.
STATUTORY AUDITORS
M/s T. R. Chadha & Co., Chartered Accountants LLP, have been appointed by the Shareholders of the Company as Statutory
ANNEXURES FORMING PART OF ANNUAL REPORT
The particulars of annexure forming part of this report areas under:
|
Particulars |
Annexure |
|
Annual Report on CSR Activities for the financial year 2021-22 |
I |
|
Disclosure of Related Party Transactions in Form AOC-2 |
II |
|
Particulars of Employees for the financial year 2021-22 (pursuant to Section 197 of the Companies Act, 2013 and read with Rule No. 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) |
III |
|
Secretarial Audit Report for the financial year 2021-22 |
IV |
|
Management Discussion & Analysis |
V |
|
Report on Corporate Governance for the financial year 2021-22 |
VI |
|
Business Responsibility Report for the financial year 2021-22 |
VII |
Auditors for the financial year 2021-22. Their tenure is upto the conclusion of the forthcoming Annual General Meeting of the Company. The Company is in the process of appointing the Statutory Auditors for the period starting from conclusion of the forthcoming Annual General Meeting of the Company.
The Auditors have submitted an unqualified report for the financial year 2021-22. No fraud has been reported by Auditors under sub-section (12) of section 143 of the Companies Act, 2013.
As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by your Company.
The Board of Directors has appointed M/s Chandra Wadhwa & Co., Cost Accountants (Regn. No. 000239) as the Cost Auditors of the Company for the Financial Year 2021-22.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby states that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis;
(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
In light of various circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, the annual general meeting is being held through video conferencing. The Annual Report for the financial year 2021-22 is being sent through email and the same is also available at the website of the Company.
MCA circular dated 05.05.2020 requires that the Company should facilitate the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company.
In light of the MCA Circulars and better Corporate Governance, the Company has provided facility to the shareholders through the depositories i.e. NSDL and CDSL and through its Registrar and Transfer Agent i.e. BigShare Services Private Limited, to register their email addresses with the depositories or the Company for receiving the Annual Report for 2021-22 and other communications.
Accordingly, it is requested that members who have not registered their email addresses, may kindly register the same.
The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re- gasified
LNG, Auditors and Lenders for their whole-hearted co-operation and unstinted support.
The Directors of your company also convey their gratitude to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.
The Board also appreciates the contribution of contractors, vendors and consultants in the implementation of various projects of the Company.
We wish to place on record our deep appreciation to employees at all levels for their hard work, dedication and commitment.
For and on behalf of the Board of Directors
Sd/-
(Pankaj Jain) Chairman
Place: New Delhi Date: 21st August, 2022
Mar 31, 2021
On behalf of the Board of Directors, it is our privilege and honour to present the 23rd Annual Report along with Audited Standalone and Consolidated Financial Statements and Auditorsâ Report thereon for the financial year ended 31st March, 2021.
COVID-19
During the year 2020-21, the world at large suffered with Novel Coronavirus (COVID-19). The Novel Coronavirus (COVID-19) has infected more than billion people in more than 220 countries - a scourge confronting all of humanity, impacting lifestyles, businesses, economies and the assumption of common well-being that all of us have largely taken for granted. Despite adverse circumstances, the Company continued to deliver its best in its operations and also effectively contributed towards the society at large by undertaking various activities under corporate social responsibility.
PHYSICAL PERFORMANCE
The financial year 2020-21 saw the Company operating its Dahej Terminal at 16.40 million tonnes throughput as compared to 17.25 million tonnes in the previous financial year 2019-20. The demand for LNG decreased during the year due to nation-wide lockdown restrictions owing to COVID-19 pandemic situation in the country. During the financial year 2020-21, the Dahej Terminal handled 254 LNG Cargoes and supplied 849.23 TBTUs of RLNG as compared to 263 LNG cargoes during financial year 2019-20 wherein supplies were 885.06 TBTUs of RLNG. During the financial year 2020-21,2852 LNG Road Tankers from Dahej Terminal and 376 LNG Road Tankers from Kochi Terminal were also loaded and dispatched. The utilization of Kochi Terminal increased during 2020-21 owing to commissioning of Mangalore section of GAILâs Kochi Mangalore pipeline network for gas evacuation. 14 LNG Cargoes were handled at the Kochi Terminal during the financial year 2020-21 as compared to 12 LNG Cargoes during the year 2019-20. During the year 2020-21, Kochi terminal supplied 46.92 TBtus of RLNG as compared to 42.78 TBtus in financial year 2019-20.
SHIPPING ARRANGEMENTS
Your Company imports 7.5 MMTPA of LNG from Ras Laffan, Qatar on Free On Board (FOB) basis through its three long term chartered LNG vessels namely Disha, Raahi and Aseem. The duration of the charter is 25 years for each vessel. These vessels are owned by a consortium of M/s NYK Line, M/s K-Line, M/s MOL and M/s Shipping
Corporation Ltd. (SCI). The technical management, manning and operations are carried out by SCI. The ships operate on a long-term time charter basis with Petronet as the charterer.
The fourth LNG vessel âPrachiâ was delivered on 30th November 2016. The duration of this long term charter is 19 years. Besides Japanese Companies NYK, MOL and KLine, SCI is also an equity partner in the ship-owning company. Your Company has taken 26% equity in this LNG ship. As is the case with the above mentioned first three ships, the fourth ship is also being manned, managed, maintained and operated by SCI.
Supply of LNG from Gorgon, Australia is now on Delivery Ex Ship (DES) basis and under this agreement our fourth long term chartered LNG vessel âPrachiâ has been novated to Exxon Mobil.
During FY 2020-21, the overall shipping operations have run smoothly and the jetty utilization has been optimized without any downtime. LNG vessel Disha had a machinery breakdown and the repairs were delayed due to pandemic Covid-19 as a result vessel was out of service (off hired) for about eight months. However, your Company didnât incur any downtime or commercial loss due to non-availability of LNG vessel Disha, as all her scheduled cargoes were lifted and transported by timely hiring of substitute LNG vessels at competitive market rates.
Dahej Terminal, having 17.5 MMTPA nameplate capacity, operated at about 16.40 MMTPA capacity utilization during the FY 2020-21. Dahej Terminal is now catering higher gas demand and its share of gas supplies has consequently increased in the energy mix of India. Capacity utilization was impacted due to National lockdown on account of COVID-19 in first quarter. Your Company is in process of adding two LNG storage tanks (i.e. seventh and eighth LNG Tanks), which are in tendering stage. Feasibility study for third jetty along with facilities to unload ethane and propane is under progress which will not only enhance reliability of LNG ship receiving but will also open business opportunity for your Company in the field of ethane and propane handling. Your company is also evaluating the expansion of Dahej LNG Terminal capacity from 17.5 to 22.5 MMTPA.
LNG Dispensing facility is functional to fill LNG in bus for own employees use.
LNG supplies continued with trucks to various consumers not connected with RLNG pipeline.
Kochi Terminal, having 5 MMTPA nameplate capacity, operated at increased capacity utilization of about 0.9 MMTPA in FY 2020-21 on completion of GAIL RLNG evacuation pipeline connectivity to Mangalore. Currently, your Kochi terminal is operating at 25% capacity utilization and expected to increase further after completion of GAIL pipeline up to Bangalore. LNG supplies continued with trucks to various consumers not connected with RLNG pipeline. LNG Dispensing facility is also functional in Kochi to fill LNG in bus for own employees use. Also trial run of marine fishing boat on dual fuel (that is LNG Diesel) is also going on.
During FY 2020-21, off-take of RLNG from Kochi Terminal increased due to completion of RLNG evacuation pipeline connecting Mangalore. The said increase occurred mainly due to start of RLNG supply to MCFL, OMPL, MRPL during second half of 2020-21. âTaralâ LNG supplies continued with trucks to various consumers not connected to pipeline.
During the financial year 2020-21, your Company achieved a turnover of Rs.26,023 Crore as against Rs.35,452 Crore in 2019-20. The net profit during the year stood at Rs.2,949 Crore as against Rs. 2,698 Crore in the previous year. A summary of the comparative financial performance in the fiscal year 2020-21 and 2019-20 is presented below:
|
(Rs. in crore) |
||
|
Particulars |
2020-21 |
2019-20 |
|
Revenue from operations |
26,023 |
35,452 |
|
Other Income |
388 |
373 |
|
Total Revenue (A) |
26,411 |
35,825 |
|
Salary & Other operating expenses |
21,323 |
31,463 |
|
Finance Charges |
336 |
403 |
|
Depreciation |
784 |
776 |
|
Total Expenses (B) |
22,443 |
32,642 |
|
Profit before exceptional item and tax |
3,968 |
3,183 |
|
Exceptional Items |
- |
72 |
|
Tax expenses, including deferred tax |
1,019 |
413 |
|
Profit after tax |
2,949 |
2,698 |
|
Earnings (Rs.) per Share |
19.66 |
17.98 |
The Board of Directors of your Company has recommended a final dividend of Rs. 3.50 per equity share of Rs. 10/- each
i.e. 35% of the paid-up Share Capital of the Company as on 31st March, 2021. This is in addition to Special Interim Dividend of Rs. 8 per equity share of Rs. 10/- each paid by the Company in December 2020. This is the 15th consecutive year for which your Company has recommended payment of dividend.
The final dividend shall be paid to the members, whose
names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL as at the close of business hours on 2nd July, 2021 (Record date).
The Board of your Company has formulated a Dividend Distribution Policy (âThe Policyâ). The Policy is annexed to this Report and is also available on our website at https://www.petronetlng.in/PDF/Dividend_Policy.pdf
There was no change in the Share Capital of the Company during the year. The Company has Authorised Share Capital of the Company of Rs. 30,00,00,00,000/- (Rupees Three Thousand Crore) divided into 3,00,00,00,000 (Three Hundred Crore) Equity Shares of face value of Rs. 10/-(Rupees Ten) each and Paid-up Share Capital of Rs. 15,00,00,00,880/- (Rupees One Thousand Five Hundred Crore Eight Hundred Eighty) divided into 15,00,00,00,88 (One Hundred Fifty Crore Eighty Eight) Equity Shares of face value of Rs. 10/- (Rupees Ten) each.
The Balance sheet of your Company is robust enough to raise required debt at reasonable rate of interest through foreign currency loans, Terms Loans, Issuance of Corporate Bonds or any other debt instrument depending on market conditions at appropriate time. Your Companyâs Balance Sheet can be easily leveraged to service the loan required to meet the future capex.
NEW BUSINESS INITIATIVESSETTING UP OF COMPRESSED BIO GAS (CBG) PLANTS
Your company is committed towards providing a cleaner and greener economy. With this objective, your company has embarked upon a new business activity of setting up of CBG plants across India, which shall also contribute to Government of Indiaâs (GoIâs) innovative initiative titled SATAT (Sustainable Alternative Towards Affordable Transportation). Your company has signed MoU with Ministry of Petroleum & Natural Gas (MoPNG), GoI, for setting up and commissioning of 100 Nos. of CBG plants across India. CBG being a renewable business is gaining momentum and may turn out to be a game changer for Indian economy. This would not only bring in reduction in carbon emissions but also reduce the import dependence on fossil fuels and contribute towards the upliftment of rural economy.
Your companyâs Board has also accorded in-principle approval to initially set-up/ finance/ acquire 4-5 CBG projects under SATAT scheme at a total financial implication of INR 250 crores. In this direction, PLL has applied against 27 EOIs floated by different Oil & Gas Marketing Companies under
SATAT and also received multiple Letter of Intents (LOIs) against the same. We have already shortlisted 4 sites in Haryana for the project and are in advance stage of negotiations with the local authorities for allocation of suitable Land for the CBG Project.
FORMATION OF PETRONET ENERGY LIMITED (PEL), A 100% WHOLLY-OWNED SUBSIDIARY OF PLL
Your company envisages to be an integrated energy company and has thereby incorporated a wholly-owned subsidiary company ''Petronet Energy Limited'' (PEL) with an authorised share capital of Rs 500 Crore to establish itself as a key player in the growing Asian gas bunkering market. PEL is planned to offer LNG Bunkering services, allied services like Gassing Up and Cooling Down operations and other value-added services in LNG and Marine sector in phased manner. The necessary regulatory compliances and unit formation at Puthuvypeen Special Economic Zone, Kochi is under progress. The strategic location of Kochi terminal is expected to spur bunkering activity in the region at competitive price. With LNG-fuelled tonnage set to increase in Asia in the coming months, Kochi LNG terminal is expected to provide a potentially valuable refuelling point for East-West trade.
PETROCHEMICAL COMPLEX AT PLL DAHEJ TERMINAL
Your company is embarking upon a major diversification drive to broad base its business activity and is exploring to have an ethane/ propane import facility at Dahej Terminal. Your company has also planned for setting up of a Petrochemical complex based on imported propane at Dahej LNG Terminal. The foray into Petrochemicals would be a forward integration of our strategy as the same planned to get synchronised with our upcoming third jetty project and available land bank at Dahej.
H A RN E S S I N G TH E C O L D E N E RG Y F RO M REGASIFICATION PROCESS AT TERMINALS
Your company is exploring the possible business opportunities from harnessing the cold energy from our regasification terminals at Dahej and Kochi. Harnessing LNGâs cold energy not only maximises regasification terminalsâ potential but also offers an opportunity to cut emissions in cold ware housing chain simultaneously adding value and improving energy efficiency.
LNG STORAGE AND REGASIFICATION TERMINAL AT EAST COAST OF INDIA
Your company has successfully established its presence in the Southern & Western part of the Country, with Dahej terminal being the busiest terminal in the world. Now your company plans to set up of a Floating LNG terminal at Gopalpur port in Odisha with a strategic vision to establish its
presence in the Eastern coast of India. The LNG terminal will help meet the increasing gas demand of the eastern and central part of the country. Your company has already completed the pre-project studies and are in process of preparing the Detailed Feasibility Report (DFR) for a 4 MMTPA floating storage & regasification (FSRU) terminal followed by a PFR for 5 MMTPA land-based terminal in future. Your company has signed MOU with Gopalpur ports limited and is in discussion with them to finalise the key technical and commercial terms of the agreements. Your company is in process of obtaining final investment decision for the project.
As a responsible corporate citizen and in a step towards meeting Indiaâs COP-21 commitment, your Company is taking up initiatives to develop the small scale LNG market in the Country and has been promoting the environment friendly LNG as a fuel in Road transportation. Your Company had done discussions and deliberation with Ministry of Road Transportation and Highways (MORTH) and Ministry of Commerce and Industries (MOCI) for inclusion of LNG as an automotive fuel in Central Motor Vehicle Rules (CMVR) and for inclusion of LNG dispensing stations development regulation in Static and Mobile Pressure vessel rules (SMPV). With the efforts of your Company both these regulations are in place now and a new doorway is opened in Indian market for LNG as a cleaner transportation fuel. Your company has deliberated with PNGRB for keeping LNG fuelling stations out of purview of PNGRB act. With the efforts of your company PNGRB has issued clarification that any entity can now set up LNG dispensing stations irrespective of Geographical areas Authorizations. This clarification by PNGRB on setting up of LNG dispensing stations in various CGD Geographical Areas will pave the way for creation of LNG corridors across the country.
Your Company has commissioned Indiaâs first LNG dispenser stations inside Dahej and Kochi LNG terminals and has also commissioned the first commercially approved and registered LNG powered buses of the Country for employeeâs movement at both places. Your Company has prepared a business plan based on traffic study on Indian Roads and decided to develop LNG corridors covering major National Highways of India. Your Company is developing western and southern highways expeditiously in the initial stage. Your Company has partnered up with various CGD players and OMCs to jointly develop these LNG/LCNG dispensing stations in their area. Your company has awarded the work of five (5) LNG stations for codevelopment of these stations.
|
(Rs. In Lakhs) |
||
|
Particulars |
For the year ended 31st March, 2021 |
For the year ended 31st March, 2020 |
|
Revenue from operations |
29,231 |
32,889 |
|
Profit/ (loss) from continuing operations |
8,681 |
7,772 |
|
Other comprehensive income |
(157) |
(177) |
|
Total comprehensive income |
8,524 |
7,595 |
|
Companyâs share of total comprehensive /oco/ \ |
2,216 |
1,974 |
income (26%o)
|
(Rs. In Lakhs) |
||
|
Particulars |
For the year ended 31st Dec., 2021 |
For the year ended 31st Dec., 2021 |
|
Revenue from operations |
24,834 |
16,671 |
|
Profit/ (loss) from continuing operations |
(1400) |
(2097) |
|
Other comprehensive income |
- |
- |
|
Total comprehensive income |
(1400) |
(2097) |
|
Companyâs share of total comprehensive income (26%) |
(364) |
(545) |
BUSINESS OPPORTUNITIES OVERSEAS
In Pursuit to go global, your company is exploring increment opportunities in overseas LNG projects and is also in dialogue with various LNG suppliers for ushering into LNG trading business.
HEALTH, SAFETY & ENVIRONMENT (HSE)
Dahej and Kochi terminals continued to operate safely throughout the year. Your Company is committed to conduct business with a strong environment conscience, ensuring sustainable development, safe workplaces, enrichment of the quality of life of its employees, customers and the community at large. Company has inducted Asset Management System in both terminals to increase reliability of terminal operations. Compliance with safety systems, procedures and environmental laws are proactively monitored by the Company. The Company is having well defined policy for Health, Safety, Environment and Asset Management.
Your Company is committed to fight against novel COVID-19 virus. Your Company has taken numerous steps both at Company and community levels including sanitization works, quarantine cycles for employees / contract workers. Employees at Corporate Office are allowed to work from home during pandemic. Your team is taking various initiatives to interact with the employees in both plants and employees under quarantine at hotel / home. Your Company is extending every support to its employees and their families in this difficult time. Motivational speech and addresses are being imparted by eminent personalities which your company can complement like Dr. C.B. Satpathy. Medical consultancy and awareness sessions from allopathic and Ayurveda doctors are organized. A group of employees have been assigned the responsibility of interacting with employees or spouses of employees/ relatives for inquiring their well-being and offering medical support / assistance.
As a step towards conservation of water, a 300 kLD water treatment plant, based on in-house studies, has been built to produce potable water from Air Heater Condensate water (which is a by-product of LNG Re-gasification process) by using required treatments and mineralization. This unit is operational and after successful operation of this Plant, your Company will look forward to scaling up this technology and be pioneer to provide services to other similar terminals too.
DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES1) Adam Petronet (Dahej) Port Private Ltd.
Your Company has a 26% equity in Adani Petronet (Dahej) Port Private Ltd., and the balance equity is held by the Adani group, to import/export bulk products like coal, steel and fertilizer. The Performance and Financial Position of the Company is given below:
2) India LNG Transport Co. (No. 4) Pvt. Ltd. (âILT4â)
India LNG Transport Co. (No. 4) Pvt. Ltd. (âILT4â) is joint venture of your Company with 26% ownership interest. ILT4 is the owner of vessel MT Prachi and is primarily engaged in transportation of LNG. It is one of the Companyâs strategic investments and has the principal place of business in Singapore. The Performance and Financial Position of the Company is given below:
Petronet LNG Foundation, a Company Limited by Guarantee, has been promoted by the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of the Company. Petronet LNG Limited undertakes to contribute to the assets of the company in the event of its being wound up while it is a member or within one year afterwards, for payment of the debts or liabilities of the company contracted before it ceases to be a member and of the costs, charges and expenses of winding up, not exceeding a sum of Rs 1,00,00,000/-(Rupees One Crore Only).
Petronet LNG Foundation is facilitating the Promoter to
comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder
Petronet Energy Limited (PEL) is incorporated as a wholly-owned subsidiary company of Petronet LNG Ltd on 26th February, 2021 with authorized Share Capital of Rs 500 Crore divided into 50 Crore Equity Shares of face value of Rs 10/- each and Paid-up Share Capital of Rs 10 Crore divided into 1 Crore Equity Shares of face value of Rs 10/- each. PEL has its registered office at New Delhi and is incorporated to undertake the businesses/ activities, including but not limited to Gassing up and/ or Cool down and supply of heel quantity to LNG vessels, LNG bunkering, Training, Consultancy, other value-added marine, transport, LNG services etc
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, a team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.
Conservation of Energy
1. Plants are using best technology and optimization practices for energy conservation.
2. Plant cold energy is being used for air conditioning of buildings and cooling in Nitrogen Generation Plant.
Company has installed rooftop mounted solar panels at Dahej and Kochi terminals to reduce carbon footprints and contribute to renewable energy drive of India.
Research & Development
With a view to explore and promote the use of LNG (which is one of the cleanest hydrocarbons) as a fuel in new segments, your company has undertaken field trials in the fishing boat segment and in the road transportation sector.
As a first in the country, one diesel fishing boat at Kochi has been converted into dual fuel i.e. LNG and diesel, in association with Kerala Development and Innovation Strategy Council and ICAR- Central Institute of Fisheries Technology, Kochi. Requisite approval from PESO have also been obtained and the trial runs are expected to commence shortly. This innovation is likely to open up a huge opportunity for introduction of cleaner fuels in the vast fisheries sector and other marine applications.
In addition to the ongoing trials of two LNG buses at Dahej, two more LNG fuelled buses were pressed into service at Kochi, also on trial basis. Based on the initial analysis and results, talks have been initiated with KSRTC, to ramp up the scale of trial runs.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company''s foreign exchange earning was Rs. 38.86 crore (Rs. 13 crore during the FY 2019-20) and foreign exchange outgo was Rs.19,957.46 crore (29,254 crore during the FY 2019-20) during Financial Year 2020-21.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has well defined Internal Financial Control system whereby each process owner access and certify the compliance of the relevant processes and controls on periodical basis. Further, audits and reviews are conducted by independent agencies including internal and statutory auditors. Their reports are being reviewed by the management and Audit Committee and corrective actions wherever required are carried out in the existing system on regular basis.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company fully understands its responsibility towards the society and has been constantly striving and trying its level best for contributing its bit towards causes leading to Social Development. In its endeavour to be more focused towards its social goals, the Company is developing a more structured approach to enhance access to quality healthcare, enrich the lives of communities in need, welfare of the war widows, environmental causes and enhance the educational facilities across geographies in the Country.
The Company is implementing short-term, medium-term and long- term strategy to channelize the resources in an organized manner so as to derive maximum socio-economic impact from the targeted approach. In line with its social goals as enumerated above, the Company has already identified several projects in the areas of Healthcare, Education, Welfare of the War Widows, Skill Development, Environment, Sports, Swachh Bharat, etc. where your Company will spend the annual CSR budget in a progressive and sustainable manner.
In terms of provisions of Companies Act 2013 an amount of Rs 6,342 Lakh is required to be spent on CSR activities in Financial Year 2020-21, against that company has spent total of Rs 1,900 Lakh including 5 % of administrative cost. Further, an amount of Rs 3,187 Lakh will be transferred to unspent CSR account within 30 days from the end of the financial year 2020-21, in accordance with the Companies Act, 2013 read with the CSR Amendment Rules and the unspent and non-committed amount of Rs 1,255 Lakh has been earmarked for transferring to Schedule VII fund by 30th Sept''21 as per Companies Act 2013.
Due to the sudden outbreak of COVID-19 pandemic and restrictions of lockdown for several months across the country, major ongoing rural development and skill development projects got affected. Many of the identified or approved projects had to be shelved. Also the identification
and evaluation of new projects was found to be a challenging task due to the pandemic.
Nevertheless, your Company has been making constant efforts to reach optimum level of CSR expenditure resulting in tangible positive impact on society and has made commendable improvements over the previous years in terms of both spending as well as number of CSR projects taken up. Also, the company has stood by the nation against the unprecedented crisis due to the outbreak of the COVID -19 by taking up several initiatives time to time. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure I and form part of the Directorsâ Report.
Further, Petronet LNG Foundation (PLF), a Company Limited by Guarantee, has been incorporated on 31st March, 2017 by Petronet LNG Limited (PLL) as a promoter of the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder, and acts as the CSR Arm of PLL. Petronet LNG Foundation is facilitating the promoter to comply with its CSR under provisions of Section 135 of Companies Act, 2013 and rules made thereunder. It has already taken up some high impact projects and is in the process of finalizing projects/ programmes with higher project cost and impact. While all CSR projects have been carefully chosen giving utmost importance to quality of spending instead of just spending, some projects have been outstanding in their impact.
âPetronet Kashmir Super-30â is one such outstanding CSR project which prepares underprivileged students of Kashmir to overcome various social and other disadvantages and helps them to compete with the best for admission into the premier engineering institutions like IITs and NITs by providing quality coaching and guidance. In the Healthcare front, in association with All India Institute of Medical Sciences (AIIMS), Bhubaneswar, PLF aims in transforming the Trauma & Emergency Care landscape in Odisha by extending support to construct a state-of-the art Level-I Trauma Care center at AIIMS Bhubaneswar and ensure best possible healthcare facility for the people of Odisha.
In addition, PLF in association with Artificial Limbs Manufacturing Corporation of India (ALIMCO) is extending the support with Aid and Assistive devices such as motorized tricycles, tricycles, Smart phone, smart cane, BTE hearing aids, etc. for the Persons with Disabilities with an objective to empowering them in Delhi/ NCR, Bharuch (Gujarat) and Kochi (Kerala). Under Education, âPetronet Samkalp Super 30â is a programme which prepares underprivileged students for Civil Services Examinations by providing free quality coaching and guidance in Delhi.
Further, in collaboration with CIPET, PLF is imparting skill development programme for local underprivileged youth in Gujarat, Kerala, Haryana & Himachal Pradesh by helping them be confident enough to find gainful employment. The company stood by the Nation to combat the COVID-19
pandemic by supporting underprivileged people and medical care workers through various ration & PPE distribution drives across Delhi, Kerala & Gujarat.
The Corporate Social Responsibility Policy of the Company is available at the website of the Company at the following weblink: https://petronetlng.in/PDF/CSR_Policy_27042015.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Inductions and Cessation
The following Directors were inducted on the Board/ceased to be Directors on the Board of the Company:
1. Dr. M.M. Kutty, ceased to be the Director and Chairman of the Company w.e.f. 1st May, 2020 as he ceased to be Secretary, Ministry of Petroleum & Natural Gas, Government of India consequent upon attaining the age of superannuation.
2. Shri Tarun Kapoor, Secretary, Ministry of Petroleum & Natural Gas, Government of India was appointed as Additional Director and Chairman of the Company w.e.f. 11th May, 2020 and his appointment was regularized at the 22nd Annual General Meeting held on 10th September 2020.
3. Shri Manoj Jain, (Nominee Director of GAIL) was appointed by the Board of Directors as Additional Director w.e.f. 6th May, 2020 and his appointment was regularized at the 22nd Annual General Meeting held on 10th September 2020.
4. Dr. Ashutosh Karnatak (Nominee Director of GAIL) ceased to be a Director w.e.f. 6th May, 2020 consequent upon change of nomination by GAIL.
5. Shri Sanjiv Singh (Nominee Director of IOCL) ceased to be Director w.e.f. 1st July 2020 consequent upon change in nomination by Indian Oil Corporation Limited due to his superannuation from the services of IOCL on 30th June, 2020.
6. Shri Shrikant Madhav Vaidya (Nominee Director of IOCL) was appointed by the Board of Directors as Additional Director w.e.f. 1st July 2020 and his appointment was regularized at the 22nd Annual General Meeting held on 10th September, 2020.
7. Shri D Rajkumar (Nominee Director of BPCL) ceased to be a Director w.e.f. 20th July, 2020 consequent upon change of nomination by BPCL.
8. Shri Arun Kumar Singh (Nominee Director of BPCL) was appointed by the Board of Directors as Additional Director w.e.f. 10th August, 2020 and his appointment was regularized at the 22nd Annual General Meeting held on 10thSeptember 2020.
9. Shri Prabhat Singh ceased to be the MD & CEO of the Company w.e.f 14th September 2020 consequent upon completion of his tenure of 5 years.
10. Shri Vinod Kumar Mishra, Director (Finance) was entrusted the additional charge of MD & CEO w.e.f. 14th
September 2020 consequent upon completion of tenure of Shri Prabhat Singh as MD & CEO on 13th September 2020. Accordingly, he ceased to be the CFO of the Company w.e.f. 14th September 2020. Shri Rakesh Chawla, GGM & President (Finance & Accounts) was designated as CFO of the Company w.e.f. 4th November,
2020 to 31st January 2021. Consequent upon joining of Shri Akshay Kumar Singh as MD & CEO of the Company w.e.f. 1st February 2021, the additional charge of Md & CEO entrusted to Shri Vinod Kumar Mishra ceased w.e.f. 1st February 2021. Shri Vinod Kumar Mishra was again designated as CFO (KMP) w.e.f. 1st February 2021.
11. Shri Pramod Narang was appointed as Director (Technical) w.e.f. 26th November, 2020.
12. Shri Akshay Kumar Singh was appointed as MD & CEO of the Company w.e.f 1st February 2021.
13. Dr. Jyoti Kiran Shukla ceased to be the Independent Director on the Board of the Company w.e.f. 31st March
2021 consequent upon completion of her second tenure of three years on 30th March 2021
14. Shri Shashi Shanker (Nominee Director of ONGC) ceased to be Director w.e.f 1st April 2021 consequent upon change in nomination by Oil and Natural Gas Corporation due to his superannuation from the services of ONGC on 31st March 2021.
15. Shri Subhash Kumar (Nominee Director of ONGC) was appointed by the Board of Directors as Additional Director w.e.f. 9th April, 2021.
16. Amb. Bhaswati Mukherjee, was appointed as Additional Director in the capacity of Independent Director by the Board of Directors for a period of three years w.e.f. 13th August, 2021.
The Board placed on record its sincere appreciation for valuable services rendered and contribution made by Dr. M.M. Kutty, Dr. Ashutosh Karnatak, Shri Sanjiv Singh, Shri D Rajkumar, Shri Prabhat Singh, Dr. Jyoti Kiran Shukla and Shri Shashi Shanker, Members of the Board during their association with the Company.
Reappointment
In accordance with the Articles of Association of the Company and as per statutory requirements, Shri Sanjeev Kumar, Nominee Director, GMB/GOG and Shri Manoj Jain, Nominee Director, GAIL, would retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.
In accordance of provisions of Companies Act, 2013, Shri Pramod Narang Director (Technical), Shri Akshay Kumar Singh, MD & CEO, Shri Subhash Kumar (Nominee Director of ONGC) and Amb. Bhaswati Mukherjee (Independent Director), who were appointed as Additional Directors of the Company after the date of last Directorsâ Report shall vacate their offices at the ensuing Annual General Meeting. Necessary notices have been received from the respective
directors under Section 160 of Companies Act, 2013 proposing their candidature for appointment. The same has also been given at website of the Company at www.petronetlng.in. The Board recommends their appointment and re-appointments. Brief resume of directors seeking appointment and reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in company etc. as stipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given in the annexure to the Notice of 23rd Annual General Meeting.
Key Managerial Personnel
Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2021 were:
1. Shri Akshay Kumar Singh, MD&CEO
2. Shri V. K. Mishra, Director (Finance) and CFO
3. Shri Pramod Narang, Director (Technical)
4. Shri Rajan Kapur, CGM & Vice President - Company Secretary
Shri Pramod Narang was appointed as Director (Technical), a whole time Director of the Company w..e.f 26th November, 2020 and Shri Akshay Kumar Singh appointed as the MD & CEO of the Company w.e.f 1st February, 2021.
ANNUAL EVALUATION OF THE BOARD
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. The evaluation of all the Directors, Committees, Chairman of the Board and the Board as a Whole was conducted based on a structured evaluation process considering various aspects of the Boardâs functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
COMPLIANCES WITH RESPECT TO INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors as appointed by the Board possess various skills / expertise which are required for the Directors in the context of the Companyâs business for
effective functioning such as such as Leadership, Technology & Operational experience, strategic planning, Financial Regulatory, Legal and Risk Management, Industry experience, Research & Development and Global business. Further, all the Independent Directors are complying with the provisions of Section 150 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
All new Independent Directors inducted in to the Board attend an orientation programme. The Company has well-defined Training Program for training to Board Members which inter-alia include the various familiarization programs in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/ Committee meetings. The details of such familiarization programs have also been posted on the website of the Company at https://www.petronetlng.in/ Familiarisation_ Programme.php. Further, at the time of the appointment of Independent Director, the Company issues a formal letter of appointment outlining his/her roles, responsibilities. functions, duties, remuneration and other terms and conditions. The format of the letter of appointment is available on the website of the Company.
Extra Ordinary General Meeting
During the year, an Extra Ordinary General Meeting was held on 15th March, 2021 through VC/OAVM and the following resolution were passed:
1) To consider and approve Material Related Party T ransactions passed as an ordinary resolution and
2) To re-appoint Shri Sidhartha Pradhan (DIN: 06938830), as Independent Director of the Company passed as special resolution.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, Fifteen Board Meetings were held and the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.
The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural
and geographic backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out approach to diversity. The policy is available at the website of the Company athttps ://www.petronetl ng .in/PDF/ PolicyDiversity. pdf
AUDIT COMMITTEE
The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As per statutory requirements, the Company arranges for separate meetings of Independent Directors every year and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
In compliance with the provisions of the Companies Act, 2013, the details of investments made and loans/guarantees provided as on 31st March, 2021 are given in the respective Notes to the financial statements.
INSURANCE
The Company has taken Directors and Officers liabilities insurance as well as appropriate insurance for all assets against foreseeable perils.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Companyâs future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPTs)
In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The same has been posted on the website of the Company. The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in section 188 (1) of the Companies Act, 2013 is
annexed as Annexure II and form part of the Directorsâ Report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013
Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are annexed as Annexure III and form part of the Directorsâ Report.
DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directorsâ Report and is annexed herewith.
Your Company takes pride in its highly motivated and competent Human Resource that has contributed its best to bring the Company to its present heights. Employees are the driving force behind the sustained performance of your company over all these years. As a commitment towards your Companyâs core values, employeesâ participation in Management was made effective based on mutual respect, trust and a feeling of being a progressive partner in growth and success. Both employees and management complemented each otherâsâ efforts in furthering the interest of your Company as well as its stakeholders, signifying and highlighting overall harmony and cordial employee relations prevalent in your Company. No man days were lost due to strike or lock-out. As on 31st March, 2021 there were 532 employees including 3 Whole-time Directors.
M/s A. N. Kukreja, Practicing Company Secretary (M. No. FCS 1070, CP No. 2318), was appointed by Board of Director to conduct the Secretarial Audit of the Company for the financial year 2020-21 as required under Section 204 of Companies Act, 2013 and rules thereunder.
A Secretarial Audit Report for the Financial Year 2020-21 submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed as Annexure IV to this report alongwith Managementâs Reply on the Secretarial Audit Report for the Financial Year 2020-21.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report contains a separate section on Management Discussion and Analysis annexed as Annexure V and form part of the Directorsâ Report.
The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditorsâ Certificate regarding Compliance of conditions of corporate governance for the Financial Year 2020-21, is annexed as Annexure VI to this report along with Management''s Reply on the Auditors'' Report on the Corporate Governance Report for the Financial Year 2020-21.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report covering initiatives taken with environmental, social and governance perspective has been prepared in accordance with the directives of SEBI is annexed herewith as Annexure VII and form part of the Directorsâ Report.
The Annual Return of the Company as on 31st March , 2021 is available on the Companyâs website and can be accessed at https://www.petronetlng.in/annualreturn.php.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Your Company continued to enjoy cordial and smooth relations amongst all its employees at all locations of the Company.
The Company has well defined policies and procedures to inform the Members of the Board about the risk assessment and its minimization. A Risk Management Committee periodically reviews the procedures to ensure that Executive Management controls risk through properly defined framework. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system.
This Risk Management Framework supports your Company''s business strategy and operations. Risk Management Framework is constantly updated for new and emerging risks emanating from business expansion and interests. The risks are evaluated, quantified & prioritized and mitigation plans are reviewed & monitored at various stages. Corporate Level Risk Management Committee oversees the implementation of the Risk Management Policy and Procedures which are periodically reviewed and monitored by the Risk Management Committee and by the Audit Committee before presenting it to the Board.
In the changing business scenario and expansion of your Company into various other activities, business risk and their mitigation plans are assessed on regular basis.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March, 2021, no complaint was received under Vigil Mechanism and thus no complaint was pending as on 31st March, 2021.
The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by MD & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is given on the website of the Company.
The Companyâs equity shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd.
TRANSFER OF AMOUNTS/SECURITIES TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/ Unclaimed Dividend account for the financial year 2006-07 to 2012-13 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link https://www.petronetlng.in/cg.php
Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more were also transferred to IEPF Suspense Account. Details of the same is available at website of the Company at the following link -https://www.petronetlng.in/cg.php
ANNEXURES FORMING PART OF ANNUAL REPORT
The particulars of annexure forming part of this report are as under:
|
Particulars |
Annexure |
|
Annual Report on CSR Activities |
I |
|
Disclosure of Related Party Transactions in Form AOC-2 |
II |
|
Particulars of Employees pursuant to Section 197 of Companies Act, 2013 |
III |
|
Secretarial Audit Report in Form MR-3 |
IV |
|
Management Discussion & Analysis |
V |
|
Report on Corporate Governance |
VI |
|
Business Responsibility Report for the year 2020-21 |
VII |
No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2020-21:1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks of Financial Institutions.
6. Amount carried to reserves.
7. The details of application made or any proceeding pending under the insolvency and Bankruptcy code, 2016 during the year.
During the financial year 2020-21, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and thus no case was pending as on 31st March, 2021. As a part of compliance to the above said act, Internal Complaints Committees (ICC) have been constituted to redress the complaints regarding sexual harassment.
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.
M/s T. R. Chadha & Co., Chartered Accountants LLP, have been appointed by the Shareholders of the Company as Statutory Auditors for the financial year 2020-21.
The Auditors have submitted an unqualified report for the financial year 2020-21. No fraud has been reported by Auditors under sub-section (12) of section 143 of the Companies Act, 2013.
As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by your Company.
The Board of Directors has appointed M/s Chandra Wadhwa & Co., Cost Accountants (Regn. No. 000239) as the Cost Auditors of the Company for the Financial Year 2020-21. The Cost Audit Report for the year 2019-20 has been filed under XBRL mode on 8th January, 2021.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby states that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis;
(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Ministry of Corporate Affairs, through its Circulars dated 8th April 2020, 13th April 2020, 5th May 2020 and 13th January 2021 has allowed companies to conduct the general meetings through video conferencing (VC) or other audio
visual means (OAVM) and non-printing of annual reports during the calendar year 2020. SEBI, through Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12.05.2020 and through circular SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15.01.2021 has also relaxed certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the wake of Covid-19 pandemic.
MCA circular dated 05.05.2020 requires that the Company should facilitate the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company.
In light of the MCA Circulars and better Corporate Governance, the Company has provided facility to the shareholders through the depositories i.e. NSDL and CDSL and through its Registrar and Transfer Agent i.e. Bigshare Services Private Limited, to register their email addresses with the depositories or the Company for receiving the Annual Report for 2020-21 and other communications.
The shareholders are requested to write to the Company at investors@petronetlng.in or to the RTA of the company, i.e. Bigshare Services Private Limited at investor@bigshareonline.com. Accordingly, it is requested that members who have not registered their email addresses, may kindly register the same.
The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors and Lenders for their whole-hearted co-operation and unstinted support.
The Directors of your company also convey their gratitude to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.
The Board also appreciates the contribution of contractors, vendors and consultants in the implementation of various projects of the Company.
We wish to place on record our deep appreciation to employees at all levels for their hard work, dedication and commitment.
For and on behalf of the Board of Directors(Tarun Kapoor) ChairmanPlace : New Delhi Date : 25th August, 2021
Mar 31, 2019
DIRECTORS' REPORT
Dear Shareholders,
On behalf of the Board of Directors, it is our privilege and honour to present the Twenty First Annual Report along with Audited Statement of Accounts, the Auditors' Report and Review of the Accounts for the financial year ended 31st March, 2019.
PHYSICAL PERFORMANCE
The financial year 2018-19 saw the Company operating its Dahej Terminal at 15.97 million tonnes throughput as compared to 15.79 Million tonnes in the previous year 2017-18. The demand for LNG was consistent throughout the year. During the financial year 2018-19, the Dahej Terminal handled 241 LNG Cargoes and supplied 820.15 TBTUs of RING as compared to 240 cargoes during financial year 2017-18 wherein supplies were 815.55 Tbtus. During the financial year 2018-19, 3049 LNG Road Tankers were also loaded and dispatched from Dahej Terminal and 150 Trucks from Kochi Terminal. The utilization of Kochi Terminal remained extremely low in the absence of pipeline network for gas evacuation. 9 Cargoes (including reload) were handled at the Kochi Terminal during the financial year 2018-19 as compared to 14 Cargoes during the year 2017-18.
FINANCIAL PERFORMANCE
During the financial year 2018-19, your Company achieved a turnover of Rs. 38,395 Crore as against Rs. 30,599 Crore in 2017-18. The net profit during the year stood at Rs. 2,155 Crore as against Rs. 2,078 Crore in the previous year. A summary of the comparative financial performance in the fiscal 2018-19 and 2017-18 is presented below:
(Rs. in crore)
|
Particulars |
2018-19 |
2017-18 |
|
Revenue from operations |
38,395 |
30,599 |
|
Other Income |
450 |
317 |
|
Total Revenue |
38,845 |
30,916 |
|
Salary & other operating expenses |
35,102 |
27,286 |
|
Finance charges |
99 |
163 |
|
Depreciation |
411 |
412 |
|
Total Expenses |
35,612 |
27,861 |
|
Profit before Tax |
3,233 |
3,055 |
|
Tax expenses, including deferred tax |
1,078 |
977 |
|
Profit after Tax |
2,155 |
2,078 |
|
Earnings (Rs.) per Share |
14.37 |
13.85 |
DIVIDEND
The Board of Directors of your Company has recommended a final dividend of Rs. 4.50 per equity share of Rs. 10/- each i.e. 45% of the paid-up Share Capital of the Company as on 31st March, 2019 subject to approval of Members of the Company as compared to Rs. 4.50 per equity share of Rs. 10 each i.e. 45 % of the post Bonus paid-up Share Capital of the Company as on 31st March, 2018. This is in addition to the Special Interim Dividend of Rs. 5.50 per equity share of Rs. 10/- each paid by the Company in November, 2018.
This is the 13th consecutive year for which your Company has recommended payment of dividend.
The final dividend shall be paid to the members, whose names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL7CDSL as at the close of business hours on 20th August, 2019.
The Board of your Company has formulated a Dividend Distribution Policy ("The Policy"). The Policy is annexed to this Report and is also available on our website www.petronetlng. com.
CHANGES IN SHARE CAPITAL
The Company has Authorised Share Capital of the Company of Rs. 30,00,00,00,000/- (Rupees Three Thousand Crore) divided into 3,00,00,00,000 (Three Hundred Crore) Equity Shares of face value of Rs. 10/- (Rupees Ten) each and Paid-up Share Capital of Rs. 15,00,00,00,880/- (Rupees One Thousand Five Hundred Crore Eight Hundred Eighty) divided into 15,00,00,00,88 (One Hundred Fifty Crore Eighty Eight) Equity Shares of face value of Rs. 10/- (Rupees Ten) each. There was no change in the Share Capital of the Company during the year.
AMENDMENT IN MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
The Company's Shareholding is divided among the Promoters and the Public in the ratio of 50:50.The Promoters of the Company i.e. Bharat Petroleum Corporation Limited (BPCL), GAIL (India) Limited (GAIL), Indian Oil Corporation Limited (IOCL) and Oil and Natural Gas Corporation Limited (ONGC) owns 12.5% each of the total Shareholding of the Company.
BPCL as part of a Corporate Restructuring, has decided to transfer its Gas Business to a wholly owned subsidiary, Bharat Gas Resources Limited (BGRL) on slump sale basis.
In view of the above and as proposed by BPCL, the shareholding of 12.5% i.e. 187500000 shares of Rs. 10/- each which BPCL owns in PLL and various commercial agreements for supply of goods or services along with rights and obligations in this regard which were entered with BPCL will get transferred to Bharat Gas Resources Ltd. (BGRL).
In view of the above, the Board of Directors in their meeting held on 15th May, 2019 approved the amendments in Memorandum of Association (MoA) and Articles of Association (AoA) of the Company
The above said Related Party Transaction and amendments in Memorandum of Association (MoA)and Articles of Association (AoA) of the Company have been recommended for the approval of the Members of the Company in their 21st Annual General Meeting.
FINANCING OF PROJECTS
Given the strong cash flows of the Company, the expansion of the Dahej project and other capital expenditure was funded entirely with the internal accruals without the need to draw any debt. The relationship with the existing lenders continues to be good.
SHIPPING ARRANGEMENTS
Three LNG ships, namely 'Disha', 'Raahi' and Aseem' carry the entire LNG volumes from RasGas under a long-term contract to Dahej. Besides Japanese companies, Shipping Corporation of India (SCI) is also an equity partner in the ship-owning companies. All these ships are manned, managed, maintained and operated by SCI. The ships operate on a long-term time charter basis with Petronet as the charterer.
During FY 2018-19, the overall shipping operations at Dahej LNG terminal have run smoothly and the jetty utilization has been very good without any downtime.
The fourth LNG vessel "Prachi" was delivered on 30th November 2016. Besides Japanese Companies NYK, MOL and K-Line, Shipping Corporation of India (SCI) is an equity partner in the ship-owning companies. PLL has taken 26% equity in this LNG ship. As is the case with the first three ships, the fourth ship is also being manned, managed, maintained and operated by SCI. Supply of LNG from Gorgon is now on delivered basis and "Prachi" has been novated to Exxon Mobil.
DAHEJ LNG TERMINAL
Dahej terminal of nameplate capacity 15 MMTPA is operating at about 105% capacity utilization during the year.
Your company is in final stage of expanding Dahej Terminal Regasification capacity from 15 MMTPA to 17.5 MMTPA, which will cater increase in gas demand and percentage of gas in energy mix of India. Regasification unit of 2.5 MMTPA at an approximate cost of Rs. 415 crore is being added without raising any external debt, which is likely to be commissioned by end of June, 2019.
Your company is also planning seventh and eighth LNG Tanks. Also feasibility study for a standby third jetty is started, which will enhance reliability of LNG ship receiving.
KOCHI LNG TERMINAL
During the year, the Kochi terminal of name plate capacity 5 MMTPA continue to operate at average capacity utilization of about 10%. BPCL-Kochi Refinery was the only major consumer throughout the year.
R-LNG off-take from Kochi terminal is expected to increase in financial year 2019-20 in view of recommencement of gas utilization by FACT plant and RLNG evacuation pipeline connectivity to Mangalore. RLNG evacuation pipe line to Mangalore is 98% completed.
Other specialized services like cooling down, gassing up of LNG vessels as well as LNG storage & reload services were provided by the Kochi terminal during the financial year. Taral LNG supplies continued with trucks to HLL Lifecare Ltd., Trivandrum.
NEW BUSINESS INITIATIVES LNG AS AN AUTOMATIVE FUEL
As a responsible corporate citizen and in a step towards meeting India's Cop 21 commitment, your company is taking up initiatives to develop the small scale LNG market in the Country and has been promoting the environment friendly LNG as an fuel in Road transportation. Your company had done discussions and deliberation with Ministry of Road Transportation and Highways (MORTH) and Ministry of Commerce and Industries (MOCI) for inclusion of LNG as an automotive fuel in Central Motor Vehicle Rules (CMVR) and for inclusion of LNG dispensing stations development regulation in Static and Mobile Pressure vessel rules (SMPV).
With the efforts of your company both these regulations are in place now and a new doorway is opened in Indian market for LNG as a cleaner transportation fuel.
Your company has prepared a business plan based on traffic study on Indian Roads and decided to develop a LNG corridors covering 4000 Kms. of Indian roads. Your company has shortlisted twenty (20) locations to develop LNG dispensing stations as a pilot project. Your company is in discussion with various CGD players to develop these stations in their area. Your company is setting up LNG dispenser stations inside Dahej and Kochi LNG terminals and procuring four (4) LNG powered buses for employee's movement at both places.
FLOATING STORAGE & REGASIFICATION TERMINAL AT SRI LANKA
Your Company has signed an MoU for doing the Pre-Feed studies alongwith Japanese Consortium and Sri Lanka Gas Terminal Company Limited for setting up a Floating Storage & Regasification Terminal at Colombo Sri Lanka. The validity of MoU is extended till April, 2020. Discussion on definitive agreement such as terminal use agreement, LNG sale and purchase agreement, implementation agreement, etc. regarding the project have started.
LNG TERMINAL AT BANGLADESH PROJECT
Your company had submitted a commercial proposal to Petrobangla of Bangladesh for their consideration to set up a land based 7.5 MMTPA LNG Receiving, Storage and Regasification Terminal at Kutubdia Island. Your company understands from Petrobangla that their authority has decided that due to construction of naval infrastructure at Kutubdia, proposal of land based terminal at Kutubdia should not be proceeded further.
Rupantarita Prakritik Gas Company Limited (RPGCL), a subsidiary of Petrobangla has recently floated the REOI (request for expression of interest) for construction of Land-based LNG Re-gasification Terminal at Matarbari, Cox's Bazar, Bangladesh on build, own, operate and transfer basis. Your company might submit an Expression of Interest for the same.
LNG TERMINAL & RLNG SUPPLY IN SOUTH ANDAMAN
Your company has completed pre-project studies for a floating storage & regasification terminal in South Andaman. Based on the studies a Detailed Feasibility Report (DFR) was prepared & submitted to Andaman & Nicobar Administration.As Ministry of Power has awarded the 50MW RLNG based power plant to NTPC on nomination, your company is planning to bid for their Gas supply tender, which is expected in the next financial year.
HEALTH, SAFETY & ENVIRONMENT (HSE)
Both Dahej and Kochi terminals continue to operate safely without any major incident. Your Company is committed to conduct business with a strong environment conscience, ensuring sustainable development, safe workplaces and enrichment of the quality of life of its employees, customers and the community at large. Compliance with safety systems and procedures and environmental laws is monitored by the Company. The Company is having well defined policy for Health, Safety & Environment).
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
There is a system deployed whereby each process owner access and certify the compliance of the relevant processes and controls on periodical basis. Further, audits and reviews are conducted by independent agencies including internal and statutory auditors. Their reports are being reviewed by the management and Audit Committee on the basis of same, improvements are carried out in the existing system on regular basis.
DETAILS OF SUBSIDIARY/JOINT VENTURES /ASSOCIATE COMPANIES
1) Adani Petronet (Dahej) Port Private Ltd.
A Solid Cargo Port through a Company named Adani Petronet (Dahej) Port Private Ltd., had commenced its operations in August 2010 at the Dahej Port. Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer. PLL has a 26% equity in this Solid Cargo Company and the balance equity is held by the Adani group.
Performance and Financial Position of Solid Cargo Joint Venture (JV) Company investments and has the principal place of business in Singapore.
Performance and Financial Position of ILT4
|
Particulars |
For the year ended 31st March, 2019 |
For the year ended 31st March, 2018 |
|
Revenue from operations |
42,102 |
33,503 |
|
Profit/ (loss) from continuing operations |
21,190 |
7,228 |
|
Other comprehensive income |
(202) |
175 |
|
Total comprehensive income |
20,988 |
7,403 |
|
Company's share of total comprehensive income (26%) |
5,456 |
1,924 |
2) India LNG Transport Co. (No. 4) Pvt. Ltd. ('ILT4')
India LNG Transport Co. (No. 4) Pvt. Ltd. ('ILT4') is joint venture of your Company with 26% ownership interest. ILT4 is the owner of vessel MT Prachi and is primarily engaged in transportation of LNG. It is one of the Company's strategic
(Rs. In Lakhs)
|
Particulars |
For the year ended 31st Dec 2018 |
For the year ended 31st Dec, 2017 |
|
Revenue from operations |
18,823 |
17,819 |
|
Profit/ (loss) from continuing operations |
9,437 |
6,016 |
|
Other comprehensive income |
- |
- |
|
Total comprehensive income |
9,437 |
6,016 |
|
Company's share of total comprehensive income (26%) |
2,454 |
1,380 |
3) Petronet LNG Foundation
Petronet LNG Foundation, a Company Limited by Guarantee, has been promoted by the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of the Company. Petronet LNG Limited undertakes to contribute to the assets of the company in the event of its being wound up while it is a member or within one year afterwards, for payment of the debts or liabilities of the company contracted before it ceases to be a member and of the costs, charges and expenses of winding up, not exceeding a sum of Rs 1,00,00,000/- (Rupees One Crore Only).
Petronet LNG Foundation is facilitating the Promoter to comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, your Company's engineers have been interacting with industry peers, technology providers and EPC Contractors. They have also been nominated to important national and international seminars. A team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company's foreign exchange earning was Rs. 57 crore and foreign exchange outgo was Rs. 33126 crore during Financial Year 2018-19.
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in the prescribed format (Form MGT-9) is annexed to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company fully understands its responsibility towards the society and has been constantly contributing its bit towards various causes. In its endeavour to be more focused towards its social goals, the Company is developing a more structured approach to enhance access to quality healthcare, enrich the lives of people in the rural communities, environmental causes and enhance the educational quotient in the Country.
The Company is finalizing short-term, medium-term and long-term strategy to channelize the resources in a manner so as to derive maximum socio-economic impact from targeted approach. In line with its social goals as enumerated above, the Company has already identified several projects in the areas of Healthcare, Education, Skill Development, Environment, Sports .Agriculture, Swacch Bharat etc. where your Company will spend the annual CSR budget in a progressive and sustainable manner
In terms of provisions of Companies Act 2013 the amount of Rs. 44.10 Crore is required to be spent on CSR activities in financial year 2018-19. The Competent Authority has approved/ committed new Projects of Rs. 23.43 Crore in FY 2018-19 out of which Rs. 7.39 Crore was spent on CSR activities including Rs. 20.75 Lakh incurred as Administrative Overheads. In some projects, disbursement of fund is linked to achieving deliverable targets and due to dynamic implementation environment targets have not been achieved. Nevertheless, your Company has been making constant efforts to reach optimum level of CSR expenditure resulting in tangible positive impact on society and has made significant improvements over the previous years in terms of both spending as well as number of projects taken up. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure B and form part of the Board Report.
Further, as reported last year, Petronet LNG Foundation, a Company Limited by Guarantee, has been incorporated on 31st March, 2017 by Petronet LNG Limited as a promoter of the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder. Petronet LNG Foundation is facilitating the promoter to comply with its CSR under provisions of Section 135 of Companies Act, 2013 and rules made thereunder. It has already taken up some high impact projects and is in the process of finalising projects/programmes with higher project cost and impact. While all CSR projects have been carefully chosen giving utmost importance to quality of spending instead of just spending, some projects have been outstanding in their impact.
'Petronet Kashmir Super-30' is one such outstanding CSR project which prepares underprivileged students of Kashmir to overcome various social and other disadvantages and helps them to compete with the best for admission into the premier engineering institutions like IITs and NITs by providing high quality coaching and guidance. 'Numma Onnu' is another such project conducted on pilot basis in Ernakulam District to provide free food to the needy. The project was implemented with the Eranakulam District Administration. Further, in collaboration with CIPET, Petronet LNG Foundation is imparting skill development programme for local underprivileged youth in Kerala and Gujarat helping them be confident enough to find gainful employment.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) DURING THE YEAR
Directors Inductions
The following Directors were inducted after the date of last Directors' Report i.e. 6th August, 2018 :
1. Shri D. Rajkumar was appointed by the Board of Directors as Additional Director (Nominee Director of BPCL) w.e.f. 2nd November, 2018.
2. Shri B.C. Tripathi (Nominee Director of GAIL) and Shri Sanjiv Singh Nominee Director of IOCL) were appointed by the Board of Directors as Additional Directors w.e.f 3rd November, 2018.
3. Shri Sunil Kumar Srivastava and Dr. Siddhartha Shekhar Singh was appointed by the Board of Directors as Additional Director (Independent Director) of the Company w.e.f 2nd November, 2018.
4. Shri Arun Kumar was appointed by the Board of Directors as Additional Director (Independent Director) of the Company w.e.f. 9th April, 2019.
Reappointment
In accordance with the Articles of Association of the Company and as per statutory requirements, Dr. M.M. Kutty, Chairman and Shri Shashi Shanker, Nominee Director.ONGC would retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. In accordance of provisions of Companies Act, 2013, Shri D. Rajkumar (Nominee Director of BPCL), Shri B.C. Tripathi (Nominee Director of GAIL), Shri Sanjiv Singh (Nominee Director of IOCL), who were appointed as Additional Directors and Shri Sunil Kumar Srivastava, Dr. Siddhartha Shekhar Singh and Shri Arun Kumar who were appointed as Additional Directors (Independent Directors) of the Company after the date of last Directors' Report shall vacate their offices at the ensuing Annual General Meeting. Necessary notices have been received from them/Member(s) under Section 160 of Companies Act, 2013 proposing their candidature for appointment. The same has also been given at website of the Company at www.petronetlng. com. The Board recommends their appointment. Brief resume of directors seeking appointment and reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in company etc. as stipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given in the annexure to Notice of 21st Annual General Meeting and Corporate Governance Report for the Year ended 31st March, 2019.
Cessation
After the date of last Directors' Report i.e. August 6th 2018,
Shri G. K. Satish (Nominee Director of IOCL) and Shri Subir Purkayastha (Nominee Director of GAIL) ceased to be Directors of the Company w.e.f. 3rd November, 2018 due to withdrawal of their nominations by their respective nominating companies.
The Board placed on record its sincere appreciation for valuable services rendered and contribution made by above mentioned directors.
Key Managerial Personnel
Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2019 are:
1. Shri Prabhat Singh, MD&CEO
2. Shri V. K. Mishra, Director (Finance) and CFO (w.e.f. 18th April, 2018)
3. Shri Rajan Kapur, Vice President - Company Secretary (w.e.f. 27th July, 2018)
Following are the changes in Key Managerial Personnel of the Company during the FY 2018-19:
1. Shri V. K. Mishra, Director (Finance) and CFO (w.e.f. 18th April, 2018)
2. Shri Rajan Kapur, Vice President - Company Secretary (w.e.f. 27th July, 2018)*
*Shri Mukesh Gupta, VP (F&A) was officiating Company Secretary and Compliance Officer from 1st February, 2018 to 26th July, 2018.
ANNUAL EVALUATION OF THE BOARD
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. The evaluation of all the Directors, Committees, Chairman of the Board and the Board as a Whole was conducted based on a structured evaluation process considering various aspects of the Board's functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of Companies Act, 2013, Declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
All new Independent Directors inducted in to the Board attend an orientation programme. The Company has well-defined Training
Program for training to Board Members which inter-alia include the various familiarization programs in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/ Committee meetings.The details of such familiarization programs have also been posted on the website of the Company. Further, at the time of the appointment of Independent Director, the Company issues a formal letter of appointment outlining his/her roles, responsibilities, functions, duties, remuneration and other terms and conditions. The format of the letter of appointment is available on the website of the Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, five Board Meetings were held and the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.
BOARD DIVERSITY
The Company recognizes an embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographic backgrounds, age, ethnicity, race and gender.that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out approach to diversity. The policy is available at the website of the Company at https://www. petronetlng.com/PDF/PolicyDiversity.pdf.
AUDIT COMMITTEE
The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
In compliance with the provisions of the Companies Act, 2013, the details of investments made and loans/guarantees provided as on 31st March, 2019 are given in the respective Notes to the financial statements.
INSURANCE
The Company has taken Directors and Officers liabilities insurance as well as appropriate insurance for all assets against foreseeable perils.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Company's future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPTs)
In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The same has been posted on the website of the Company. The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in section 188 (1) of the Companies Act, 2013 is annexed to this report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013
Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are annexed to this Report.
DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors' Report and is annexed herewith.
HUMAN RESOURCES
The company maintained harmonious and cordial industrial relations. No man days were lost due to strike or lock-out. As on 31st March, 2019, there were 494 employees excluding three Whole-time Directors.
SECRETARIAL AUDIT
M/s A. N. Kukreja, Practicing Company Secretary (M. No. FCS 1070, CP No. 2318), was appointed by Board of Director to conduct the Secretarial Audit of the Company for the financial year 2018-19 as required under Section 204 of Companies Act, 2013 and rules thereunder.
A Secretarial Audit Report submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed with this report along with Management's Reply on the Secretarial Audit Report for the Financial Year 2018-19.
CORPORATE GOVERNANCE
The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditors' Certificate regarding Compliance of the SEBI Code of Corporate Governance, is annexed to this report along with Management's Reply on the Auditors' Report on the Corporate Governance Report for the Financial Year 2018-19.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report contains a separate section on Management Discussion and Analysis which is annexed with the Directors' Report.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report covering initiatives taken with environmental, social and governance perspective has been prepared in accordance with the directives of SEBI and forms a part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
INDUSTRIAL RELATIONS
Your Company continued to enjoy cordial and smooth relations amongst all its employees at Dahej and Kochi terminals.
RISK MANAGEMENT
The Company has laid down policies and procedures to inform the Members of the Board about the risk assessment and minimization procedure. A Risk Management Committee periodically reviews the procedures to ensure that Executive Management controls risk through properly defined framework. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March, 2019, no complaint was received under Vigil Mechanism and thus no complaint was pending as on 31st March, 2019.
CODE OF CONDUCT
STATUTORY AUDITORS
The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by MD & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is given on the website of the Company.
LISTING ON STOCK EXCHANGES
The Company's equity shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd. The Unsecured Non Convertible Debentures are listed on National Stock Exchange of India Ltd. The Company has paid Listing fees for the Financial Year 2018-19 to the above Stock Exchanges in time.
TRANSFER OF AMOUNTS/SECURITIES TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/Unclaimed Dividend account for the financial year 2006-07 to 2010-11 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link - https://www. petronetlng.com/ UnpaidDividend.php
Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more were also transferred to IEPF Suspense Account. Details of the same is available at website of the Company at the following link - https://www.petronetlng.com/PDF/IEPFSuspense.pdf
OTHER DISCLOSURES
No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2018-19:-
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
During the financial year 2018-19, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and thus no case was pending as on 31st March, 2019.
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.
M/s T. R. Chadha & Co., Chartered Accountants LLP, have been appointed by the Shareholders of the Company as Statutory Auditors for the financial year 2018-19.
AUDITORS' REPORT
The Auditors have submitted an unqualified report for the financial year 2018-19.
COST AUDITOR
The Board of Directors has appointed M/s K. L. Jaisingh& Co., Cost Accountants (Regn. No. 00182) as the Cost Auditor of the Company for the Financial Year 2018-19.The Cost Audit Report for the year 2017-18 has been filed under XBRL mode on 24th August, 2018.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby states that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis;
(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
GREEN INITIATIVES
The Company is committed towards Green Initiative, it has been earnestly requesting its members from time to time to register/ update their email-ids in view of the circulars issued by Ministry of Corporate Affairs and other statutory provisions with the Company either at the registered office or at e-mail address: investors@petronetlng.com quoting full details of Folio No./DP, Client ID and name of first / sole holder or to the concerned depository. In furtherance, to contribute towards the green initiative, the Company is sending the Business Reply Envelope along with the physical copy of Annual Report to facilitate the Members to register/update their email ids.
ACKNOWLEDGEMENTS
The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors, Lenders and the Employees of the Company for their whole-hearted co-operation and unstinted support. The Directors want to express their deep-felt thanks and best wishes to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.
|
 |
For and on behalf of the Board of Directors |
|
 |
 |
|
Place : New Delhi |
(Dr. M. M. Kutty) |
|
Date : 15th July, 2019 |
Chairman |
DIVIDEND DISTRIBUTION POLICY
Background
As per Regulation 43A of SEBI (LODR) Regulations, 2015, the top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed in their annual reports and on their websites.
Further, the listed entities other than top five hundred listed entities based on market capitalization may disclose their dividend distribution policies on a voluntary basis in their annual reports and on their websites.
Considering the fact that Petronet LNG Limited (PLL) is amongst the top 500 listed entities as per the criteria, its ranking as per NSE being 95th as at 31st March 2016, the said regulation applies to PLL.
As per the regulation, the dividend distribution policy shall include the following parameters:
a) The circumstances under which the share holders of the Company may or may not expect dividend;
b) The financial parameters that shall be considered while declaring dividend;
c) Internal and external factors that shall be considered for declaration of dividend;
d) Policy as to how the retained earning shall be utilized; and
e) Parameters that shall be adopted with regards to various classes of shares.
The regulation also states that if the listed entity proposes to declare dividend on the basis of parameters in addition to clauses (a) to (e) or proposes to change such additional parameters or the dividend distribution policy contained in any of the parameters, it shall disclose such changes with the rationale for the same in its annual report and on its website.
The policy has been framed broadly in line with the provisions of the Companies Act, 2013 and also taking into consideration and guidelines issued by SEBI to the extent applicable.The amended Policy shall be applicable w.e.f. 15th May, 2019 onwards.
Dividend and Category of Dividend
Dividend is the payment made by a Company to its share holders, usually in the form of distribution of its profits, in proportion to the amount paid upon shares they hold.
The Companies Act provides for payment of dividend in two forms-Interim& Final. The Board of Directors shall have the power to recommend final dividend to the share holders for their approval in the Annual General Meeting of the Company. The Board of Directors shall have the absolute power to declare interim dividend during the financial year, as and when they consider it fit.
Final Dividend
The Final dividend, if any, is paid once for the financial year after the annual accounts are prepared. The declaration of Final dividend shall be included in the ordinary business items that are required to be transacted at the Annual General Meeting.
Interim Dividend
This form of dividend can be declared by the Board of Directors one or more times in a financial year as may be deemed fit by it. The Board of Directors of the Company would declare an interim dividend, as and when considered appropriate, in line with this policy. Normally, the Board could consider declaring an interim dividend after finalization of quarterly (or half yearly) financial accounts.
Circumstances under which the shareholders of the Company may or may not expect dividend
The Company is committed to driving value creation for all its stakeholders. The decision regarding dividend pay-out is a crucial decision as it determines the amount to be distributed among shareholders of the Company out of its distributable profits and the amount of profit to be retained in business. The Board would continue to adopt a progressive and dynamic dividend policy, ensuring the immediate as well as long term needs of the business along with rewarding shareholders of the company.
The Company has been consistently paying out dividends to its shareholders since FY 2006- 07 and can be reasonably expected to continue paying dividends in future as well, quantum of which shall be decided by the Board considering the available distributable profits.
The company may not declare dividend or declare dividend at a rate lower than its normal rate of dividend in the circumstances as given below:
a) where company has undertaken a significant project requiring higher capital allocation.
b) where company is into merger or acquisitions which demands higher capital allocation.
c) in an event where the Company profits are inadequate or Company makes losses
d) in case of a contingencies which may require higher capital allocation.
In all the above stated circumstances, the company would like to use the Company's reserves judiciously.
It may also be noted that declaration of dividend will be subject to statutory guidelines prescribed in this regard by Companies Act 2013, SEBI, MCA or any other statutory authority.
The financial parameters that shall be considered while declaring dividend
The Board of the Company may be guided by the following financial parameters interalia before making any recommendation for the dividend:
1. Net Profits earned and free cash generated by the Company during the financial year.
2. Projected future profits of the Company.
3. Present and future Capital requirements of the Company, including working capital.
4. Future expansion plans of the Company, including probable mergers and acquisition.
5. Retention of sufficient profits to strengthen the Balance Sheet of the Company which can be leveraged at an appropriate time for supporting growth, if required.
6. Liquidity available with the Company and cost and availability of funds from alternate sources of financing.
7. Covenants of loan and other commercial agreements.
8. Applicable taxation policy with respect to distribution of dividend, including taxation in the hands of investors as well.
9. Track record of dividend distributed by the Company in the past.
10. Statutory limits prescribed with respect to dividend distribution.
11. Any other factor as the Board may deem fit.
Internal and External factors that shall be considered while declaring dividend
External Factors
External factors that shall be considered while recommending the dividend, would include the state of economy, inflation, growth of economy and business, commodity prices, prevailing interest rate, tax rates, condition of the capital markets and statutory guidelines with respect to dividend pay-out.
Internal Factors
Internal factors that shall be considered while recommending the dividend, would mainly be the factors as mentioned above in the financial parameters.
Policy as to how the retained earnings shall be utilized
The Company is engaged in the business of LNG import and re-gasification, including operation of LNG import terminals. The retained earnings are to be deployed in the long-term investment in LNG value chain including overseas projects, debt repayment and working capital requirement. Retained earnings can also be used for dividend payment in future years; and buy back of shares, as also for acquisition and investment in subsidiaries. Subject to the factors, as described in the preceding paragraphs, it will be the endeavour to give investors on yearly basis:
a) Reasonable yield on their investment.
b) Adequate dividend payout not less than 30% of net profit after tax or 5% of its Net Worth, whichever is higher.
Parameters that shall be adopted with regard to various classes of shares
Since the Company has issued only one class of equity shares with equal voting rights, all the members of the Company are entitled to receive the same amount of dividend per share. The holders of the equity shares of the Company, as on the record date, are entitled to receive dividends.
The policy shall be suitably revisited at the time of issue of any new class of shares depending upon the nature and guidelines thereof.
Modification/Deviations to the policy
The Board is authorized to change/amend this policy from time to time at its sole discretion and/or pursuant to any amendments made in the Companies Act, 2013 or any other Statutory Regulations.
Form No. MGT-9
EXTRACT OF ANNUAL RETURN As on the financial year ended on 31st March, 2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
|
i |
CIN |
L74899DL1998PLC093073 |
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ii |
Registration Date |
2nd April, 1998 |
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iii |
Name of the Company |
Petronet LNG Limited |
|
iv |
Category / Sub-Category of the Company |
Company Limited by Shares |
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V |
Address of the Registered office and contact details |
World Trade Centre, Barakhamba Lane, Babar |
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 |
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Road, New Delhi- 110001 |
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Tel : 011-23472525 |
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Fax : 011-23472550 |
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Email : investors@petronetlng.com |
|
vi |
Whether listed company Yes / No |
Yes |
|
vii |
Name, Address and Contact details of Registrar and |
M/s Karvy Fintech Pvt. Limited |
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Transfer Agent ,if any |
Karvy Selenium Tower B, Plot 31-32, |
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Gachibowli, Financial District, Nanakramguda, |
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Hyderabad - 500 032 |
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Tele: 040- 67162222 |
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Fax: 040-23420814 |
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Toll Free No.: 1800-345-4001 |
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Email: inward@karvy.com |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
|
SI. No. |
Name and Description of main products / services |
NIC Code of the Product/ service |
% to total turnover of the company |
|
1. |
Sale of RLNG |
1110 |
95.37% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
|
S.No. |
Name and Address of the Company |
CIN/GLN |
Holding/ Subsidary/ Associate |
% of shares Held |
Applicable Section |
|
1. |
Adani Petronet (Dahej) Port Pvt. Ltd. Adani House, Nr Mithakhali, Six Roads, Navrangpura Ahmedabad, Gujarat - 380009 |
U63012GJ2003PTC041919 |
Associate |
26% |
2(6) |
|
2. |
Petronet LNG Foundation 304-3rd Floor, World Trade Centre, Babar Road, Connaught Place, New Delhi, Delhi- 110001 |
U85320DL2017N PL315422 |
Subsidiary |
Company Limited by Guarantee (100%) |
2(87) |
|
3. |
India LNG Transport Co. (No. 4) Pvt. Ltd., 1 Harbourfront Place, #13-01, Harbour front Tower One The Republic of Singapore -098633 |
Foreign Company |
Associate |
26% |
2(6) |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) 1.
 i) Category-wise Holding
|
Category Code |
Category of Shareholder |
No. of shares held at the beginning of the year 1st April, 2018 |
No. of shares held at the end of the year 31st March, 2019 |
% change during the year |
||||||
|
Demat |
Physical |
Total |
% of Total Share |
Demat |
Physical |
Total |
% of Total Share |
|||
|
(I) |
(II) |
(III) |
(IV) |
(V) |
(VI) |
(VII) |
(VIII) |
(IX) |
(X) |
(XI) |
|
(A) |
PROMOTER & PROMOTER GROUP |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
(1) |
INDIAN |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
(a) |
Individual/ HUF |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(b) |
Central Government/ State Government (s) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(c) |
Bodies Corporate |
750000000 |
0 |
750000000 |
50.00 |
750000000 |
0 |
750000000 |
50.00 |
0.00 |
|
(d) |
Financial Institutions/ Banks |
0 |
0 |
0 |
0.00 |
00 |
0 |
0 |
0.00 |
0.00 |
|
(e) |
Others |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
 |
Sub- Total A(1): |
750000000 |
0 |
750000000 |
50.00 |
750000000 |
0 |
750000000 |
50.00 |
00.00 |
|
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
(2) |
FOREIGN |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
(a) |
Individual/ HUF |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(b) |
Bodies Corporate |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(c) |
Institutions |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(d) |
Qualifies Foreign Investor |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(e) |
Others |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
 |
Sub- Total A(2): |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
 |
Total A=A(1)+A(2) |
750000000 |
0 |
750000000 |
50.00 |
750000000 |
0 |
750000000 |
50.00 |
00.00 |
|
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
(B) |
PUBLIC SHAREHOLDING |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
(1) |
INSTITUTIONS |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
(a) |
Mutual Funds / UTI |
145940443 |
0 |
145940443 |
9.73 |
162867996 |
0 |
162867996 |
10.86 |
1.13 |
|
(b) |
Financial Institutions |
1406731 |
0 |
1406731 |
0.09 |
2270367 |
4 |
2270371 |
0.15 |
0.06 |
|
(c) |
Central Government/ State Government (s) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(d) |
Venture Capital Funds |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(e) |
Insurance Companies |
0 |
0 |
0 |
0.00 |
0 |
0 |
58956 |
0.00 |
0.00 |
|
(f) |
FlIs/Foreign Portfolio Investors |
376580933 |
0 |
376580933 |
25.11 |
384706176 |
0 |
384706176 |
25.65 |
0.54 |
|
(g) |
Foreign Venture Capital Investors |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(h) |
Qualifies Foreign Investor |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(i) |
Others |
6439 |
0 |
6439 |
0.00 |
1314 |
0 |
1314 |
0.00 |
0.00 |
|
 |
Sub- Total B(1) |
5239344546 |
0 |
5239344546 |
34.93 |
549904809 |
4 |
549904813 |
36.66 |
1.73 |
|
(2) |
NON- INSTITUTIONS |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
(a) |
Bodies Corporate |
48413890 |
2 |
48413892 |
3.23 |
31007357 |
0 |
31007357 |
2.07 |
-1.16 |
|
(b) |
Individuals |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
 |
(i) Individual holding nominal share capital upto Rs. 2 Lakh |
141354497 |
100541 |
141455038 |
9.43 |
133862092 |
51069 |
133913161 |
8.92 |
-0.5 |
|
 |
(ii) Individual holding nominal share capital in excess Rs. 2 Lakh |
20477497 |
0 |
20477497 |
1.37 |
16889929 |
0 |
16889929 |
1.13 |
-0.24 |
|
(c) |
Others |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
 |
Clearing Members |
4006324 |
0 |
4006324 |
0.27 |
5320836 |
0 |
5320836 |
0.35 |
0.08 |
|
 |
NBFC |
150502 |
0 |
150502 |
0.01 |
116537 |
0 |
116537 |
0.01 |
0.00 |
|
 |
Non Resident Indians |
3836463 |
210010 |
4046473 |
0.27 |
3632723 |
210010 |
3842733 |
0.26 |
-0.01 |
|
 |
NRI Non - Repatriation |
1995106 |
0 |
1995106 |
0.13 |
2102550 |
0 |
2102550 |
0.14 |
0.01 |
|
 |
Overseas Corporate Bodies |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
 |
Trusts |
2461519 |
0 |
2461519 |
0.16 |
5188590 |
0 |
5188590 |
0.35 |
0.19 |
|
 |
Alternative Investment Fund |
1999370 |
0 |
1999370 |
0.13 |
479383 |
0 |
479383 |
0.03 |
-0.1 |
|
 |
IEPF |
1059821 |
0 |
1059821 |
0.07 |
1234199 |
0 |
1234199 |
0.08 |
0.01 |
|
(d) |
Qualifies Foreign Investor |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
 |
Sub- Total B(2) |
225754989 |
310553 |
226065542 |
15.07 |
199834196 |
261079 |
200095275 |
13.34 |
1.73 |
|
 |
Total B=B(1) + B(2) |
749689535 |
310553 |
750000088 |
50.00 |
749739005 |
261083 |
750000088 |
50.00 |
0.00 |
|
 |
Total (A+B) |
1499689555 |
310533 |
1500000088 |
100.00 |
1499739005 |
261083 |
1500000088 |
100.00 |
0.00 |
|
(C) |
Shares held by Custodians, against which Depository Receipts have been issued |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
0) |
Promoter & Promoter Group |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(2) |
Public |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
 |
GRAND TOTAL (A+B+C): |
1499689555 |
310533 |
1500000088 |
100.00 |
1499739005 |
261083 |
1500000088 |
100.00 |
0.00 |
(ii) Shareholding of Promoters
|
S.No. |
Shareholder's Name |
No. of shares held as on 1st April, 2018 |
No. of shares held as on 31st March, 2019 |
% |
||||
|
No. of Shares |
% of total Shares of the company |
% of Shares Pledged / encumbered to total shares |
No. of Shares |
% of total Shares of the company |
% of Shares Pledged / encumbered to total shares |
change in share holding during the year |
||
|
1. |
Indian Oil Corporation Limited |
18,75,00,000 |
12.50 |
- |
18,75,00,000 |
12.50 |
- |
Nil |
|
2. |
Bharat Petroleum Corporation Ltd |
18,75,00,000 |
12.50 |
- |
18,75,00,000 |
12.50 |
- |
Nil |
|
3. |
Gail (India) Limited |
18,75,00,000 |
12.50 |
- |
18,75,00,000 |
12.50 |
- |
Nil |
|
4. |
Oil and Natural Gas Corporation Limited |
18,75,00,000 |
12.50 |
- |
18,75,00,000 |
12.50 |
- |
Nil |
|
 |
Total |
75,00,00,000 |
50.00 |
- |
75,00,00,000 |
50.00 |
- |
 |
(iii) Change in Promoters' Shareholding
There is no change in Promoters' Shareholding (%).
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
|
s.No. |
Type |
Name of the Share Holder |
Shareholding at the beginning of the year |
Date |
Increase/ Decrease in share holding |
Reason |
Cumulative Shareholding during the year |
||
|
No. of Shares |
% of total shares of the company |
No. of Shares |
% of total shares of the Company |
||||||
|
1 |
Opening Balance |
SMALLCAP WORLD FUND, INC |
22920000 |
1.53 |
31/03/2018 |
 |
 |
22920000 |
1.53 |
|
 |
Sale |
 |
 |
 |
16/11/2018 |
-612206 |
Transfer |
22307794 |
1.49 |
|
 |
Sale |
 |
 |
 |
23/11/2018 |
-2175869 |
Transfer |
20131925 |
1.34 |
|
 |
Sale |
 |
 |
 |
30/11/2018 |
-3891349 |
Transfer |
16240576 |
1.08 |
|
 |
Sale |
 |
 |
 |
07/12/2018 |
-3320576 |
Transfer |
12920000 |
0.86 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
12920000 |
0.86 |
|
2 |
Opening Balance |
MOTILAL OSWAL MOST FOCUSED DYNAMIC EQUITY FUND |
19519388 |
1.30 |
31/03/2018 |
 |
 |
19519388 |
1.30 |
|
 |
Purchase |
 |
 |
 |
06/04/2018 |
274169 |
Transfer |
19793557 |
1.32 |
|
 |
Purchase |
 |
 |
 |
04/05/2018 |
244880 |
Transfer |
20038437 |
1.34 |
|
 |
Purchase |
 |
 |
 |
25/05/2018 |
1980000 |
Transfer |
22018437 |
1.47 |
|
 |
Purchase |
 |
 |
 |
06/07/2018 |
217764 |
Transfer |
22236201 |
1.48 |
|
 |
Purchase |
 |
 |
 |
13/07/2018 |
5098 |
Transfer |
22241299 |
1.48 |
|
 |
Purchase |
 |
 |
 |
27/07/2018 |
185922 |
Transfer |
22427221 |
1.50 |
|
 |
Purchase |
 |
 |
 |
03/08/2018 |
258622 |
Transfer |
22685843 |
1.51 |
|
 |
Purchase |
 |
 |
 |
10/08/2018 |
345000 |
Transfer |
23030843 |
1.54 |
|
 |
Sale |
 |
 |
 |
17/08/2018 |
-176055 |
Transfer |
22854788 |
1.52 |
|
 |
Sale |
 |
 |
 |
24/08/2018 |
-429678 |
Transfer |
22425110 |
1.50 |
|
 |
Sale |
 |
 |
 |
07/09/2018 |
-282345 |
Transfer |
22142765 |
1.48 |
|
 |
Sale |
 |
 |
 |
12/10/2018 |
-1006939 |
Transfer |
21135826 |
1.41 |
|
 |
Sale |
 |
 |
 |
02/11/2018 |
-215660 |
Transfer |
20920166 |
1.39 |
|
 |
Sale |
 |
 |
 |
09/11/2018 |
-452541 |
Transfer |
20467625 |
1.36 |
|
 |
Purchase |
 |
 |
 |
16/11/2018 |
55861 |
Transfer |
20523486 |
1.37 |
|
 |
Sale |
 |
 |
 |
14/12/2018 |
-44162 |
Transfer |
20479324 |
1.37 |
|
 |
Purchase |
 |
 |
 |
28/12/2018 |
94416 |
Transfer |
20573740 |
1.37 |
|
 |
Purchase |
 |
 |
 |
04/01/2019 |
470213 |
Transfer |
21043953 |
1.40 |
|
 |
Purchase |
 |
 |
 |
01/02/2019 |
21043953 |
Transfer |
42087906 |
2.81 |
|
 |
Sale |
 |
 |
 |
01/02/2019 |
-21043953 |
Transfer |
21043953 |
1.40 |
|
 |
Purchase |
 |
 |
 |
08/02/2019 |
817370 |
Transfer |
21861323 |
1.46 |
|
 |
Sale |
 |
 |
 |
22/02/2019 |
-883670 |
Transfer |
20977653 |
1.40 |
|
 |
Sale |
 |
 |
 |
01/03/2019 |
-568029 |
Transfer |
20409624 |
1.36 |
|
 |
Sale |
 |
 |
 |
15/03/2019 |
-798072 |
Transfer |
19611552 |
1.31 |
|
 |
Sale |
 |
 |
 |
22/03/2019 |
-1926435 |
Transfer |
17685117 |
1.18 |
|
 |
Sale |
 |
 |
 |
29/03/2019 |
-151532 |
Transfer |
17533585 |
1.17 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
17533585 |
1.17 |
|
3 |
Opening Balance |
SOCIETE GENERALE |
18493122 |
1.23 |
31/03/2018 |
 |
 |
18493122 |
1.23 |
|
 |
Purchase |
 |
 |
 |
06/04/2018 |
404059 |
Transfer |
18897181 |
1.26 |
|
 |
Sale |
 |
 |
 |
13/04/2018 |
-132139 |
Transfer |
18765042 |
1.25 |
|
 |
Sale |
 |
 |
 |
20/04/2018 |
-329909 |
Transfer |
18435133 |
1.23 |
|
 |
Sale |
 |
 |
 |
27/04/2018 |
-1579886 |
Transfer |
16855247 |
1.12 |
|
 |
Sale |
 |
 |
 |
04/05/2018 |
-1245374 |
Transfer |
15609873 |
1.04 |
|
 |
Sale |
 |
 |
 |
11/05/2018 |
-2791679 |
Transfer |
12818194 |
0.85 |
|
 |
Sale |
 |
 |
 |
18/05/2018 |
-466813 |
Transfer |
12351381 |
0.82 |
|
 |
Purchase |
 |
 |
 |
25/05/2018 |
3744122 |
Transfer |
16095503 |
1.07 |
|
 |
Purchase |
 |
 |
 |
01/06/2018 |
153147 |
Transfer |
16248650 |
1.08 |
|
 |
Purchase |
 |
 |
 |
08/06/2018 |
453456 |
Transfer |
16702106 |
1.11 |
|
 |
Purchase |
 |
 |
 |
15/06/2018 |
227748 |
Transfer |
16929854 |
1.13 |
|
 |
Purchase |
 |
 |
 |
22/06/2018 |
60431 |
Transfer |
16990285 |
1.13 |
|
 |
Purchase |
 |
 |
 |
29/06/2018 |
403288 |
Transfer |
17393573 |
1.16 |
|
 |
Purchase |
 |
 |
 |
06/07/2018 |
550957 |
Transfer |
17944530 |
1.20 |
|
 |
Sale |
 |
 |
 |
13/07/2018 |
-270449 |
Transfer |
17674081 |
1.18 |
|
 |
Sale |
 |
 |
 |
20/07/2018 |
-1128854 |
Transfer |
16545227 |
1.10 |
|
 |
Sale |
 |
 |
 |
27/07/2018 |
-2162201 |
Transfer |
14383026 |
0.96 |
|
 |
Sale |
 |
 |
 |
03/08/2018 |
-1252935 |
Transfer |
13130091 |
0.88 |
|
 |
Sale |
 |
 |
 |
10/08/2018 |
-955600 |
Transfer |
12174491 |
0.81 |
|
 |
Sale |
 |
 |
 |
17/08/2018 |
-577066 |
Transfer |
11597425 |
0.77 |
|
 |
Sale |
 |
 |
 |
24/08/2018 |
-1621199 |
Transfer |
9976226 |
0.67 |
|
 |
Sale |
 |
 |
 |
31/08/2018 |
-3187943 |
Transfer |
6788283 |
0.45 |
|
 |
Sale |
 |
 |
 |
07/09/2018 |
-1067244 |
Transfer |
5721039 |
0.38 |
|
 |
Sale |
 |
 |
 |
14/09/2018 |
-1193983 |
Transfer |
4527056 |
0.30 |
|
 |
Sale |
 |
 |
 |
21/09/2018 |
-265842 |
Transfer |
4261214 |
0.28 |
|
 |
Sale |
 |
 |
 |
28/09/2018 |
-53873 |
Transfer |
4207341 |
0.28 |
|
 |
Sale |
 |
 |
 |
05/10/2018 |
-97654 |
Transfer |
4109687 |
0.27 |
|
 |
Sale |
 |
 |
 |
12/10/2018 |
-220552 |
Transfer |
3889135 |
0.26 |
|
 |
Sale |
 |
 |
 |
19/10/2018 |
-69823 |
Transfer |
3819312 |
0.25 |
|
 |
Sale |
 |
 |
 |
26/10/2018 |
-188984 |
Transfer |
3630328 |
0.24 |
|
 |
Purchase |
 |
 |
 |
02/11/2018 |
3503073 |
Transfer |
7133401 |
0.48 |
|
 |
Sale |
 |
 |
 |
09/11/2018 |
-88481 |
Transfer |
7044920 |
0.47 |
|
 |
Sale |
 |
 |
 |
16/11/2018 |
-485149 |
Transfer |
6559771 |
0.44 |
|
 |
Sale |
 |
 |
 |
23/11/2018 |
-76342 |
Transfer |
6483429 |
0.43 |
|
 |
Sale |
 |
 |
 |
30/11/2018 |
-341182 |
Transfer |
6142247 |
0.41 |
|
 |
Sale |
 |
 |
 |
07/12/2018 |
-360956 |
Transfer |
5781291 |
0.39 |
|
 |
Sale |
 |
 |
 |
14/12/2018 |
-254732 |
Transfer |
5526559 |
0.37 |
|
 |
Sale |
 |
 |
 |
21/12/2018 |
-672482 |
Transfer |
4854077 |
0.32 |
|
 |
Sale |
 |
 |
 |
28/12/2018 |
-184351 |
Transfer |
4669726 |
0.31 |
|
 |
Sale |
 |
 |
 |
31/12/2018 |
-16528 |
Transfer |
4653198 |
0.31 |
|
 |
Sale |
 |
 |
 |
04/01/2019 |
-554125 |
Transfer |
4099073 |
0.27 |
|
 |
Sale |
 |
 |
 |
11/01/2019 |
-224123 |
Transfer |
3874950 |
0.26 |
|
 |
Sale |
 |
 |
 |
18/01/2019 |
-52573 |
Transfer |
3822377 |
0.25 |
|
 |
Sale |
 |
 |
 |
25/01/2019 |
-201559 |
Transfer |
3620818 |
0.24 |
|
 |
Sale |
 |
 |
 |
01/02/2019 |
-825862 |
Transfer |
2794956 |
0.19 |
|
 |
Sale |
 |
 |
 |
08/02/2019 |
-34071 |
Transfer |
2760885 |
0.18 |
|
 |
Sale |
 |
 |
 |
15/02/2019 |
-34126 |
Transfer |
2726759 |
0.18 |
|
 |
Purchase |
 |
 |
 |
22/02/2019 |
173015 |
Transfer |
2899774 |
0.19 |
|
 |
Sale |
 |
 |
 |
01/03/2019 |
-68199 |
Transfer |
2831575 |
0.19 |
|
 |
Sale |
 |
 |
 |
08/03/2019 |
-152664 |
Transfer |
2678911 |
0.18 |
|
 |
Sale |
 |
 |
 |
15/03/2019 |
-684491 |
Transfer |
1994420 |
0.13 |
|
 |
Purchase |
 |
 |
 |
22/03/2019 |
100911 |
Transfer |
2095331 |
0.14 |
|
 |
Purchase |
 |
 |
 |
29/03/2019 |
460316 |
Transfer |
2555647 |
0.17 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
2555647 |
0.17 |
|
4 |
Opening Balance |
FRANKLIN INDIA PENSION PLAN |
18200096 |
1.21 |
31/03/2018 |
 |
 |
18200096 |
1.21 |
|
 |
Purchase |
 |
 |
 |
06/04/2018 |
19513 |
Transfer |
18219609 |
1.21 |
|
 |
Purchase |
 |
 |
 |
27/04/2018 |
766409 |
Transfer |
18986018 |
1.27 |
|
 |
Purchase |
 |
 |
 |
04/05/2018 |
150000 |
Transfer |
19136018 |
1.28 |
|
 |
Purchase |
 |
 |
 |
18/05/2018 |
737020 |
Transfer |
19873038 |
1.32 |
|
 |
Purchase |
 |
 |
 |
15/06/2018 |
100000 |
Transfer |
19973038 |
1.33 |
|
 |
Purchase |
 |
 |
 |
22/06/2018 |
1343356 |
Transfer |
21316394 |
1.42 |
|
 |
Purchase |
 |
 |
 |
29/06/2018 |
1056644 |
Transfer |
22373038 |
1.49 |
|
 |
Purchase |
 |
 |
 |
06/07/2018 |
200000 |
Transfer |
22573038 |
1.50 |
|
 |
Purchase |
 |
 |
 |
31/08/2018 |
30000 |
Transfer |
22603038 |
1.51 |
|
 |
Purchase |
 |
 |
 |
07/09/2018 |
50000 |
Transfer |
22653038 |
1.51 |
|
 |
Purchase |
 |
 |
 |
28/09/2018 |
15000 |
Transfer |
22668038 |
1.51 |
|
 |
Purchase |
 |
 |
 |
12/10/2018 |
28156 |
Transfer |
22696194 |
1.51 |
|
 |
Purchase |
 |
 |
 |
04/01/2019 |
196965 |
Transfer |
22893159 |
1.53 |
|
 |
Purchase |
 |
 |
 |
11/01/2019 |
219418 |
Transfer |
23112577 |
1.54 |
|
 |
Purchase |
 |
 |
 |
18/01/2019 |
287005 |
Transfer |
23399582 |
1.56 |
|
 |
Purchase |
 |
 |
 |
25/01/2019 |
1000000 |
Transfer |
24399582 |
1.63 |
|
 |
Purchase |
 |
 |
 |
01/02/2019 |
850000 |
Transfer |
25249582 |
1.68 |
|
 |
Purchase |
 |
 |
 |
08/02/2019 |
1000000 |
Transfer |
26249582 |
1.75 |
|
 |
Purchase |
 |
 |
 |
22/02/2019 |
1500000 |
Transfer |
27749582 |
1.85 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
27749582 |
1.85 |
|
5 |
Opening Balance |
GOVERNMENT OF SINGAPORE |
9214880 |
0.61 |
31/03/2018 |
 |
 |
9214880 |
0.61 |
|
 |
Purchase |
 |
 |
 |
06/04/2018 |
5122 |
Transfer |
9220002 |
0.61 |
|
 |
Sale |
 |
 |
 |
20/04/2018 |
-90405 |
Transfer |
9129597 |
0.61 |
|
 |
Sale |
 |
 |
 |
27/04/2018 |
-550 |
Transfer |
9129047 |
0.61 |
|
 |
Sale |
 |
 |
 |
04/05/2018 |
-6027 |
Transfer |
9123020 |
0.61 |
|
 |
Purchase |
 |
 |
 |
11/05/2018 |
20353 |
Transfer |
9143373 |
0.61 |
|
 |
Sale |
 |
 |
 |
18/05/2018 |
-22357 |
Transfer |
9121016 |
0.61 |
|
 |
Sale |
 |
 |
 |
25/05/2018 |
-5159 |
Transfer |
9115857 |
0.61 |
|
 |
Purchase |
 |
 |
 |
01/06/2018 |
165129 |
Transfer |
9280986 |
0.62 |
|
 |
Purchase |
 |
 |
 |
08/06/2018 |
393515 |
Transfer |
9674501 |
0.64 |
|
 |
Purchase |
 |
 |
 |
15/06/2018 |
194347 |
Transfer |
9868848 |
0.66 |
|
 |
Purchase |
 |
 |
 |
22/06/2018 |
61016 |
Transfer |
9929864 |
0.66 |
|
 |
Sale |
 |
 |
 |
13/07/2018 |
-14787 |
Transfer |
9915077 |
0.66 |
|
 |
Purchase |
 |
 |
 |
20/07/2018 |
66584 |
Transfer |
9981661 |
0.67 |
|
 |
Purchase |
 |
 |
 |
03/08/2018 |
928301 |
Transfer |
10909962 |
0.73 |
|
 |
Sale |
 |
 |
 |
10/08/2018 |
-54234 |
Transfer |
10855728 |
0.72 |
|
 |
Purchase |
 |
 |
 |
24/08/2018 |
151459 |
Transfer |
11007187 |
0.73 |
|
 |
Purchase |
 |
 |
 |
31/08/2018 |
352994 |
Transfer |
11360181 |
0.76 |
|
 |
Purchase |
 |
 |
 |
07/09/2018 |
197635 |
Transfer |
11557816 |
0.77 |
|
 |
Purchase |
 |
 |
 |
14/09/2018 |
239590 |
Transfer |
11797406 |
0.79 |
|
 |
Purchase |
 |
 |
 |
21/09/2018 |
123514 |
Transfer |
11920920 |
0.79 |
|
 |
Sale |
 |
 |
 |
05/10/2018 |
-67296 |
Transfer |
11853624 |
0.79 |
|
 |
Sale |
 |
 |
 |
12/10/2018 |
-6869 |
Transfer |
11846755 |
0.79 |
|
 |
Purchase |
 |
 |
 |
19/10/2018 |
47736 |
Transfer |
11894491 |
0.79 |
|
 |
Purchase |
 |
 |
 |
02/11/2018 |
20194 |
Transfer |
11914685 |
0.79 |
|
 |
Sale |
 |
 |
 |
16/11/2018 |
-624 |
Transfer |
11914061 |
0.79 |
|
 |
Purchase |
 |
 |
 |
23/11/2018 |
70056 |
Transfer |
11984117 |
0.80 |
|
 |
Purchase |
 |
 |
 |
30/11/2018 |
1455960 |
Transfer |
13440077 |
0.90 |
|
 |
Sale |
 |
 |
 |
07/12/2018 |
-7921 |
Transfer |
13432156 |
0.90 |
|
 |
Sale |
 |
 |
 |
14/12/2018 |
-161 |
Transfer |
13431995 |
0.90 |
|
 |
Purchase |
 |
 |
 |
21/12/2018 |
879941 |
Transfer |
14311936 |
0.95 |
|
 |
Purchase |
 |
 |
 |
28/12/2018 |
668916 |
Transfer |
14980852 |
1.00 |
|
 |
Purchase |
 |
 |
 |
04/01/2019 |
60025 |
Transfer |
15040877 |
1.00 |
|
 |
Purchase |
 |
 |
 |
18/01/2019 |
70935 |
Transfer |
15111812 |
1.01 |
|
 |
Purchase |
 |
 |
 |
08/02/2019 |
774073 |
Transfer |
15885885 |
1.06 |
|
 |
Purchase |
 |
 |
 |
22/02/2019 |
69329 |
Transfer |
15955214 |
1.06 |
|
 |
Sale |
 |
 |
 |
01/03/2019 |
-171029 |
Transfer |
15784185 |
1.05 |
|
 |
Sale |
 |
 |
 |
08/03/2019 |
-264835 |
Transfer |
15519350 |
1.03 |
|
 |
Purchase |
 |
 |
 |
15/03/2019 |
547958 |
Transfer |
16067308 |
1.07 |
|
 |
Purchase |
 |
 |
 |
22/03/2019 |
58648 |
Transfer |
16125956 |
1.08 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
16125956 |
1.08 |
|
6 |
Opening Balance |
ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C |
15643872 |
1.04 |
31/03/2018 |
 |
 |
15643872 |
1.04 |
|
 |
Purchase |
 |
 |
 |
06/04/2018 |
40000 |
Transfer |
15683872 |
1.05 |
|
 |
Sale |
 |
 |
 |
18/05/2018 |
-1908100 |
Transfer |
13775772 |
0.92 |
|
 |
Purchase |
 |
 |
 |
25/05/2018 |
4355100 |
Transfer |
18130872 |
1.21 |
|
 |
Sale |
 |
 |
 |
25/05/2018 |
-100000 |
Transfer |
18030872 |
1.20 |
|
 |
Purchase |
 |
 |
 |
01/06/2018 |
527400 |
Transfer |
18558272 |
1.24 |
|
 |
Sale |
 |
 |
 |
13/07/2018 |
-1350000 |
Transfer |
17208272 |
1.15 |
|
 |
Purchase |
 |
 |
 |
20/07/2018 |
1350000 |
Transfer |
18558272 |
1.24 |
|
 |
Sale |
 |
 |
 |
20/07/2018 |
-1737930 |
Transfer |
16820342 |
1.12 |
|
 |
Purchase |
 |
 |
 |
27/07/2018 |
522000 |
Transfer |
17342342 |
1.16 |
|
 |
Purchase |
 |
 |
 |
03/08/2018 |
10000 |
Transfer |
17352342 |
1.16 |
|
 |
Purchase |
 |
 |
 |
10/08/2018 |
600000 |
Transfer |
17952342 |
1.20 |
|
 |
Purchase |
 |
 |
 |
07/09/2018 |
1500000 |
Transfer |
19452342 |
1.30 |
|
 |
Sale |
 |
 |
 |
14/09/2018 |
-168000 |
Transfer |
19284342 |
1.29 |
|
 |
Purchase |
 |
 |
 |
12/10/2018 |
20000 |
Transfer |
19304342 |
1.29 |
|
 |
Purchase |
 |
 |
 |
19/10/2018 |
774100 |
Transfer |
20078442 |
1.34 |
|
 |
Purchase |
 |
 |
 |
26/10/2018 |
1455600 |
Transfer |
21534042 |
1.44 |
|
 |
Purchase |
 |
 |
 |
07/12/2018 |
936000 |
Transfer |
22470042 |
1.50 |
|
 |
Purchase |
 |
 |
 |
21/12/2018 |
118370 |
Transfer |
22588412 |
1.51 |
|
 |
Purchase |
 |
 |
 |
28/12/2018 |
1256 |
Transfer |
22589668 |
1.51 |
|
 |
Sale |
 |
 |
 |
28/12/2018 |
-150000 |
Transfer |
22439668 |
1.50 |
|
 |
Sale |
 |
 |
 |
25/01/2019 |
-447000 |
Transfer |
21992668 |
1.47 |
|
 |
Purchase |
 |
 |
 |
22/02/2019 |
18000 |
Transfer |
22010668 |
1.47 |
|
 |
Purchase |
 |
 |
 |
01/03/2019 |
13356 |
Transfer |
22024024 |
1.47 |
|
 |
Purchase |
 |
 |
 |
08/03/2019 |
24168 |
Transfer |
22048192 |
1.47 |
|
 |
Purchase |
 |
 |
 |
15/03/2019 |
954 |
Transfer |
22049146 |
1.47 |
|
 |
Sale |
 |
 |
 |
15/03/2019 |
-106000 |
Transfer |
21943146 |
1.46 |
|
 |
Sale |
 |
 |
 |
22/03/2019 |
-2838 |
Transfer |
21940308 |
1.46 |
|
 |
Sale |
 |
 |
 |
29/03/2019 |
-584226 |
Transfer |
21356082 |
1.42 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
21356082 |
1.42 |
|
7 |
Opening Balance |
T. ROWE PRICE INTERNATIONAL GROWTH AND INCOME FUND |
8026665 |
0.54 |
31/03/2018 |
 |
 |
8026665 |
0.54 |
|
 |
Purchase |
 |
 |
 |
13/04/2018 |
37499 |
Transfer |
8064164 |
0.54 |
|
 |
Purchase |
 |
 |
 |
15/06/2018 |
110113 |
Transfer |
8174277 |
0.54 |
|
 |
Purchase |
 |
 |
 |
22/06/2018 |
60247 |
Transfer |
8234524 |
0.55 |
|
 |
Purchase |
 |
 |
 |
06/07/2018 |
2533984 |
Transfer |
10768508 |
0.72 |
|
 |
Purchase |
 |
 |
 |
13/07/2018 |
1557263 |
Transfer |
12325771 |
0.82 |
|
 |
Purchase |
 |
 |
 |
20/07/2018 |
4454049 |
Transfer |
16779820 |
1.12 |
|
 |
Purchase |
 |
 |
 |
03/08/2018 |
1627961 |
Transfer |
18407781 |
1.23 |
|
 |
Sale |
 |
 |
 |
07/09/2018 |
-224298 |
Transfer |
18183483 |
1.21 |
|
 |
Sale |
 |
 |
 |
26/10/2018 |
-185717 |
Transfer |
17997766 |
1.20 |
|
 |
Sale |
 |
 |
 |
16/11/2018 |
-956937 |
Transfer |
17040829 |
1.14 |
|
 |
Sale |
 |
 |
 |
23/11/2018 |
-1542604 |
Transfer |
15498225 |
1.03 |
|
 |
Sale |
 |
 |
 |
11/01/2019 |
-289763 |
Transfer |
15208462 |
1.01 |
|
 |
Sale |
 |
 |
 |
01/02/2019 |
-205883 |
Transfer |
15002579 |
1.00 |
|
 |
Purchase |
 |
 |
 |
08/02/2019 |
589852 |
Transfer |
15592431 |
1.04 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
15592431 |
1.04 |
|
8 |
Opening Balance |
KOTAK BALANCED ADVANTAGE FUND |
15528016 |
1.04 |
31/03/2018 |
 |
 |
15528016 |
1.04 |
|
 |
Sale |
 |
 |
 |
06/04/2018 |
-6000 |
Transfer |
15522016 |
1.03 |
|
 |
Purchase |
 |
 |
 |
13/04/2018 |
72000 |
Transfer |
15594016 |
1.04 |
|
 |
Sale |
 |
 |
 |
20/04/2018 |
-57000 |
Transfer |
15537016 |
1.04 |
|
 |
Purchase |
 |
 |
 |
27/04/2018 |
174000 |
Transfer |
15711016 |
1.05 |
|
 |
Purchase |
 |
 |
 |
04/05/2018 |
768000 |
Transfer |
16479016 |
1.10 |
|
 |
Purchase |
 |
 |
 |
11/05/2018 |
945000 |
Transfer |
17424016 |
1.16 |
|
 |
Purchase |
 |
 |
 |
18/05/2018 |
3782000 |
Transfer |
21206016 |
1.41 |
|
 |
Purchase |
 |
 |
 |
25/05/2018 |
1112221 |
Transfer |
22318237 |
1.49 |
|
 |
Sale |
 |
 |
 |
25/05/2018 |
-843000 |
Transfer |
21475237 |
1.43 |
|
 |
Purchase |
 |
 |
 |
01/06/2018 |
887779 |
Transfer |
22363016 |
1.49 |
|
 |
Sale |
 |
 |
 |
01/06/2018 |
-2202000 |
Transfer |
20161016 |
1.34 |
|
 |
Purchase |
 |
 |
 |
15/06/2018 |
1161000 |
Transfer |
21322016 |
1.42 |
|
 |
Sale |
 |
 |
 |
15/06/2018 |
-600000 |
Transfer |
20722016 |
1.38 |
|
 |
Purchase |
 |
 |
 |
22/06/2018 |
190000 |
Transfer |
20912016 |
1.39 |
|
 |
Purchase |
 |
 |
 |
29/06/2018 |
1650000 |
Transfer |
22562016 |
1.50 |
|
 |
Sale |
 |
 |
 |
29/06/2018 |
-219000 |
Transfer |
22343016 |
1.49 |
|
 |
Sale |
 |
 |
 |
06/07/2018 |
-556622 |
Transfer |
21786394 |
1.45 |
|
 |
Purchase |
 |
 |
 |
13/07/2018 |
52622 |
Transfer |
21839016 |
1.46 |
|
 |
Purchase |
 |
 |
 |
20/07/2018 |
1370000 |
Transfer |
23209016 |
1.55 |
|
 |
Purchase |
 |
 |
 |
27/07/2018 |
596000 |
Transfer |
23805016 |
1.59 |
|
 |
Purchase |
 |
 |
 |
03/08/2018 |
560000 |
Transfer |
24365016 |
1.62 |
|
 |
Purchase |
 |
 |
 |
10/08/2018 |
213000 |
Transfer |
24578016 |
1.64 |
|
 |
Purchase |
 |
 |
 |
17/08/2018 |
321000 |
Transfer |
24899016 |
1.66 |
|
 |
Purchase |
 |
 |
 |
24/08/2018 |
198000 |
Transfer |
25097016 |
1.67 |
|
 |
Sale |
 |
 |
 |
24/08/2018 |
-40000 |
Transfer |
25057016 |
1.67 |
|
 |
Sale |
 |
 |
 |
31/08/2018 |
-303000 |
Transfer |
24754016 |
1.65 |
|
 |
Sale |
 |
 |
 |
07/09/2018 |
-1021000 |
Transfer |
23733016 |
1.58 |
|
 |
Sale |
 |
 |
 |
14/09/2018 |
-951000 |
Transfer |
22782016 |
1.52 |
|
 |
Sale |
 |
 |
 |
21/09/2018 |
-102000 |
Transfer |
22680016 |
1.51 |
|
 |
Sale |
 |
 |
 |
28/09/2018 |
-165000 |
Transfer |
22515016 |
1.50 |
|
 |
Purchase |
 |
 |
 |
05/10/2018 |
402000 |
Transfer |
22917016 |
1.53 |
|
 |
Purchase |
 |
 |
 |
12/10/2018 |
2907440 |
Transfer |
25824456 |
1.72 |
|
 |
Purchase |
 |
 |
 |
19/10/2018 |
72908 |
Transfer |
25897364 |
1.73 |
|
 |
Purchase |
 |
 |
 |
26/10/2018 |
615197 |
Transfer |
26512561 |
1.77 |
|
 |
Sale |
 |
 |
 |
26/10/2018 |
-2685000 |
Transfer |
23827561 |
1.59 |
|
 |
Purchase |
 |
 |
 |
02/11/2018 |
557455 |
Transfer |
24385016 |
1.63 |
|
 |
Purchase |
 |
 |
 |
09/11/2018 |
384000 |
Transfer |
24769016 |
1.65 |
|
 |
Purchase |
 |
 |
 |
16/11/2018 |
1187538 |
Transfer |
25956554 |
1.73 |
|
 |
Purchase |
 |
 |
 |
23/11/2018 |
177462 |
Transfer |
26134016 |
1.74 |
|
 |
Purchase |
 |
 |
 |
30/11/2018 |
490000 |
Transfer |
26624016 |
1.77 |
|
 |
Purchase |
 |
 |
 |
07/12/2018 |
1903244 |
Transfer |
28527260 |
1.90 |
|
 |
Purchase |
 |
 |
 |
14/12/2018 |
911756 |
Transfer |
29439016 |
1.96 |
|
 |
Sale |
 |
 |
 |
21/12/2018 |
-1104000 |
Transfer |
28335016 |
1.89 |
|
 |
Sale |
 |
 |
 |
28/12/2018 |
-222000 |
Transfer |
28113016 |
1.87 |
|
 |
Purchase |
 |
 |
 |
31/12/2018 |
6000 |
Transfer |
28119016 |
1.87 |
|
 |
Purchase |
 |
 |
 |
04/01/2019 |
23890 |
Transfer |
28142906 |
1.88 |
|
 |
Purchase |
 |
 |
 |
11/01/2019 |
380010 |
Transfer |
28522916 |
1.90 |
|
 |
Purchase |
 |
 |
 |
18/01/2019 |
175100 |
Transfer |
28698016 |
1.91 |
|
 |
Purchase |
 |
 |
 |
25/01/2019 |
77542 |
Transfer |
28775558 |
1.92 |
|
 |
Sale |
 |
 |
 |
01/02/2019 |
-350542 |
Transfer |
28425016 |
1.90 |
|
 |
Purchase |
 |
 |
 |
08/02/2019 |
630000 |
Transfer |
29055016 |
1.94 |
|
 |
Purchase |
 |
 |
 |
15/02/2019 |
51000 |
Transfer |
29106016 |
1.94 |
|
 |
Purchase |
 |
 |
 |
22/02/2019 |
240000 |
Transfer |
29346016 |
1.96 |
|
 |
Purchase |
 |
 |
 |
01/03/2019 |
57000 |
Transfer |
29403016 |
1.96 |
|
 |
Sale |
 |
 |
 |
01/03/2019 |
-15000 |
Transfer |
29388016 |
1.96 |
|
 |
Purchase |
 |
 |
 |
08/03/2019 |
204000 |
Transfer |
29592016 |
1.97 |
|
 |
Sale |
 |
 |
 |
15/03/2019 |
-237000 |
Transfer |
29355016 |
1.96 |
|
 |
Sale |
 |
 |
 |
22/03/2019 |
-3000 |
Transfer |
29352016 |
1.96 |
|
 |
Purchase |
 |
 |
 |
29/03/2019 |
330000 |
Transfer |
29682016 |
1.98 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
29682016 |
1.98 |
|
9 |
Opening Balance |
GOVERNMENT PENSION FUND GLOBAL |
13551623 |
0.90 |
31/03/2018 |
 |
 |
13551623 |
0.90 |
|
 |
Purchase |
 |
 |
 |
02/11/2018 |
106577 |
Transfer |
13658200 |
0.91 |
|
 |
Purchase |
 |
 |
 |
09/11/2018 |
456064 |
Transfer |
14114264 |
0.94 |
|
 |
Purchase |
 |
 |
 |
16/11/2018 |
547472 |
Transfer |
14661736 |
0.98 |
|
 |
Purchase |
 |
 |
 |
23/11/2018 |
171463 |
Transfer |
14833199 |
0.99 |
|
 |
Purchase |
 |
 |
 |
30/11/2018 |
392723 |
Transfer |
15225922 |
1.02 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
15225922 |
1.02 |
|
10 |
Opening Balance |
ICICI PRUDENTIAL EQUITY ARBITRAGE FUND |
13236942 |
0.88 |
31/03/2018 |
 |
 |
13236942 |
0.88 |
|
 |
Purchase |
 |
 |
 |
06/04/2018 |
15199 |
Transfer |
13252141 |
0.88 |
|
 |
Purchase |
 |
 |
 |
13/04/2018 |
34381 |
Transfer |
13286522 |
0.89 |
|
 |
Sale |
 |
 |
 |
13/04/2018 |
-33000 |
Transfer |
13253522 |
0.88 |
|
 |
Purchase |
 |
 |
 |
20/04/2018 |
1594 |
Transfer |
13255116 |
0.88 |
|
 |
Purchase |
 |
 |
 |
27/04/2018 |
1326 |
Transfer |
13256442 |
0.88 |
|
 |
Sale |
 |
 |
 |
27/04/2018 |
-2331 |
Transfer |
13254111 |
0.88 |
|
 |
Purchase |
 |
 |
 |
04/05/2018 |
188937 |
Transfer |
13443048 |
0.90 |
|
 |
Sale |
 |
 |
 |
04/05/2018 |
-13977 |
Transfer |
13429071 |
0.90 |
|
 |
Purchase |
 |
 |
 |
11/05/2018 |
5482 |
Transfer |
13434553 |
0.90 |
|
 |
Purchase |
 |
 |
 |
18/05/2018 |
270543 |
Transfer |
13705096 |
0.91 |
|
 |
Sale |
 |
 |
 |
18/05/2018 |
-176 |
Transfer |
13704920 |
0.91 |
|
 |
Purchase |
 |
 |
 |
25/05/2018 |
8244 |
Transfer |
13713164 |
0.91 |
|
 |
Sale |
 |
 |
 |
25/05/2018 |
-394 |
Transfer |
13712770 |
0.91 |
|
 |
Purchase |
 |
 |
 |
01/06/2018 |
13906 |
Transfer |
13726676 |
0.92 |
|
 |
Purchase |
 |
 |
 |
08/06/2018 |
12372 |
Transfer |
13739048 |
0.92 |
|
 |
Sale |
 |
 |
 |
08/06/2018 |
-111000 |
Transfer |
13628048 |
0.91 |
|
 |
Purchase |
 |
 |
 |
15/06/2018 |
2714 |
Transfer |
13630762 |
0.91 |
|
 |
Sale |
 |
 |
 |
15/06/2018 |
-176589 |
Transfer |
13454173 |
0.90 |
|
 |
Purchase |
 |
 |
 |
22/06/2018 |
47364 |
Transfer |
13501537 |
0.90 |
|
 |
Sale |
 |
 |
 |
22/06/2018 |
-90 |
Transfer |
13501447 |
0.90 |
|
 |
Purchase |
 |
 |
 |
29/06/2018 |
664 |
Transfer |
13502111 |
0.90 |
|
 |
Sale |
 |
 |
 |
29/06/2018 |
-41657 |
Transfer |
13460454 |
0.90 |
|
 |
Sale |
 |
 |
 |
06/07/2018 |
-18270 |
Transfer |
13442184 |
0.90 |
|
 |
Sale |
 |
 |
 |
13/07/2018 |
-1415 |
Transfer |
13440769 |
0.90 |
|
 |
Purchase |
 |
 |
 |
20/07/2018 |
4050 |
Transfer |
13444819 |
0.90 |
|
 |
Purchase |
 |
 |
 |
27/07/2018 |
2821 |
Transfer |
13447640 |
0.90 |
|
 |
Sale |
 |
 |
 |
27/07/2018 |
-1349663 |
Transfer |
12097977 |
0.81 |
|
 |
Purchase |
 |
 |
 |
03/08/2018 |
3280 |
Transfer |
12101257 |
0.81 |
|
 |
Purchase |
 |
 |
 |
10/08/2018 |
1035486 |
Transfer |
13136743 |
0.88 |
|
 |
Sale |
 |
 |
 |
10/08/2018 |
-5035 |
Transfer |
13131708 |
0.88 |
|
 |
Purchase |
 |
 |
 |
17/08/2018 |
967944 |
Transfer |
14099652 |
0.94 |
|
 |
Sale |
 |
 |
 |
17/08/2018 |
-13420 |
Transfer |
14086232 |
0.94 |
|
 |
Purchase |
 |
 |
 |
24/08/2018 |
736504 |
Transfer |
14822736 |
0.99 |
|
 |
Purchase |
 |
 |
 |
31/08/2018 |
15754 |
Transfer |
14838490 |
0.99 |
|
 |
Purchase |
 |
 |
 |
07/09/2018 |
3281 |
Transfer |
14841771 |
0.99 |
|
 |
Sale |
 |
 |
 |
07/09/2018 |
-4756 |
Transfer |
14837015 |
0.99 |
|
 |
Purchase |
 |
 |
 |
14/09/2018 |
1578 |
Transfer |
14838593 |
0.99 |
|
 |
Sale |
 |
 |
 |
14/09/2018 |
-45795 |
Transfer |
14792798 |
0.99 |
|
 |
Purchase |
 |
 |
 |
21/09/2018 |
2644 |
Transfer |
14795442 |
0.99 |
|
 |
Purchase |
 |
 |
 |
28/09/2018 |
10110 |
Transfer |
14805552 |
0.99 |
|
 |
Sale |
 |
 |
 |
28/09/2018 |
-233301 |
Transfer |
14572251 |
0.97 |
|
 |
Purchase |
 |
 |
 |
05/10/2018 |
119054 |
Transfer |
14691305 |
0.98 |
|
 |
Purchase |
 |
 |
 |
12/10/2018 |
12000 |
Transfer |
14703305 |
0.98 |
|
 |
Purchase |
 |
 |
 |
19/10/2018 |
6680 |
Transfer |
14709985 |
0.98 |
|
 |
Purchase |
 |
 |
 |
26/10/2018 |
386468 |
Transfer |
15096453 |
1.01 |
|
 |
Sale |
 |
 |
 |
26/10/2018 |
-1719000 |
Transfer |
13377453 |
0.89 |
|
 |
Purchase |
 |
 |
 |
02/11/2018 |
8685 |
Transfer |
13386138 |
0.89 |
|
 |
Sale |
 |
 |
 |
02/11/2018 |
-327000 |
Transfer |
13059138 |
0.87 |
|
 |
Purchase |
 |
 |
 |
09/11/2018 |
2996 |
Transfer |
13062134 |
0.87 |
|
 |
Purchase |
 |
 |
 |
16/11/2018 |
5877 |
Transfer |
13068011 |
0.87 |
|
 |
Sale |
 |
 |
 |
16/11/2018 |
-320 |
Transfer |
13067691 |
0.87 |
|
 |
Purchase |
 |
 |
 |
23/11/2018 |
2353 |
Transfer |
13070044 |
0.87 |
|
 |
Purchase |
 |
 |
 |
30/11/2018 |
84714 |
Transfer |
13154758 |
0.88 |
|
 |
Purchase |
 |
 |
 |
07/12/2018 |
2892 |
Transfer |
13157650 |
0.88 |
|
 |
Purchase |
 |
 |
 |
14/12/2018 |
35199 |
Transfer |
13192849 |
0.88 |
|
 |
Purchase |
 |
 |
 |
21/12/2018 |
2290 |
Transfer |
13195139 |
0.88 |
|
 |
Sale |
 |
 |
 |
21/12/2018 |
-207000 |
Transfer |
12988139 |
0.87 |
|
 |
Purchase |
 |
 |
 |
28/12/2018 |
268 |
Transfer |
12988407 |
0.87 |
|
 |
Sale |
 |
 |
 |
28/12/2018 |
-24216 |
Transfer |
12964191 |
0.86 |
|
 |
Purchase |
 |
 |
 |
04/01/2019 |
1415 |
Transfer |
12965606 |
0.86 |
|
 |
Sale |
 |
 |
 |
04/01/2019 |
-252000 |
Transfer |
12713606 |
0.85 |
|
 |
Purchase |
 |
 |
 |
11/01/2019 |
5109 |
Transfer |
12718715 |
0.85 |
|
 |
Sale |
 |
 |
 |
11/01/2019 |
-27000 |
Transfer |
12691715 |
0.85 |
|
 |
Purchase |
 |
 |
 |
18/01/2019 |
11092 |
Transfer |
12702807 |
0.85 |
|
 |
Purchase |
 |
 |
 |
25/01/2019 |
2579 |
Transfer |
12705386 |
0.85 |
|
 |
Purchase |
 |
 |
 |
01/02/2019 |
6777 |
Transfer |
12712163 |
0.85 |
|
 |
Purchase |
 |
 |
 |
08/02/2019 |
102572 |
Transfer |
12814735 |
0.85 |
|
 |
Purchase |
 |
 |
 |
15/02/2019 |
40461 |
Transfer |
12855196 |
0.86 |
|
 |
Purchase |
 |
 |
 |
22/02/2019 |
9884 |
Transfer |
12865080 |
0.86 |
|
 |
Purchase |
 |
 |
 |
01/03/2019 |
5180 |
Transfer |
12870260 |
0.86 |
|
 |
Sale |
 |
 |
 |
01/03/2019 |
-1069509 |
Transfer |
11800751 |
0.79 |
|
 |
Purchase |
 |
 |
 |
08/03/2019 |
2823 |
Transfer |
11803574 |
0.79 |
|
 |
Purchase |
 |
 |
 |
15/03/2019 |
4851 |
Transfer |
11808425 |
0.79 |
|
 |
Sale |
 |
 |
 |
15/03/2019 |
-706504 |
Transfer |
11101921 |
0.74 |
|
 |
Purchase |
 |
 |
 |
22/03/2019 |
13530 |
Transfer |
11115451 |
0.74 |
|
 |
Sale |
 |
 |
 |
22/03/2019 |
-228577 |
Transfer |
10886874 |
0.73 |
|
 |
Purchase |
 |
 |
 |
29/03/2019 |
5075 |
Transfer |
10891949 |
0.73 |
|
 |
Sale |
 |
 |
 |
29/03/2019 |
-1120036 |
Transfer |
9771913 |
0.65 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
9771913 |
0.65 |
|
11 |
Opening Balance |
STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY P |
12379805 |
0.83 |
31/03/2018 |
 |
 |
12379805 |
0.83 |
|
 |
Sale |
 |
 |
 |
06/04/2018 |
-1299959 |
Transfer |
11079846 |
0.74 |
|
 |
Sale |
 |
 |
 |
13/04/2018 |
-148902 |
Transfer |
10930944 |
0.73 |
|
 |
Sale |
 |
 |
 |
20/04/2018 |
-2 |
Transfer |
10930942 |
0.73 |
|
 |
Purchase |
 |
 |
 |
22/06/2018 |
592118 |
Transfer |
11523060 |
0.77 |
|
 |
Purchase |
 |
 |
 |
29/06/2018 |
270582 |
Transfer |
11793642 |
0.79 |
|
 |
Purchase |
 |
 |
 |
06/07/2018 |
229063 |
Transfer |
12022705 |
0.80 |
|
 |
Purchase |
 |
 |
 |
27/07/2018 |
129458 |
Transfer |
12152163 |
0.81 |
|
 |
Purchase |
 |
 |
 |
03/08/2018 |
138165 |
Transfer |
12290328 |
0.82 |
|
 |
Purchase |
 |
 |
 |
10/08/2018 |
138165 |
Transfer |
12428493 |
0.83 |
|
 |
Purchase |
 |
 |
 |
17/08/2018 |
317771 |
Transfer |
12746264 |
0.85 |
|
 |
Purchase |
 |
 |
 |
24/08/2018 |
325524 |
Transfer |
13071788 |
0.87 |
|
 |
Purchase |
 |
 |
 |
31/08/2018 |
347263 |
Transfer |
13419051 |
0.89 |
|
 |
Purchase |
 |
 |
 |
07/09/2018 |
902543 |
Transfer |
14321594 |
0.95 |
|
 |
Purchase |
 |
 |
 |
14/09/2018 |
14444 |
Transfer |
14336038 |
0.96 |
|
 |
Purchase |
 |
 |
 |
21/09/2018 |
121537 |
Transfer |
14457575 |
0.96 |
|
 |
Sale |
 |
 |
 |
28/09/2018 |
-748460 |
Transfer |
13709115 |
0.91 |
|
 |
Purchase |
 |
 |
 |
05/10/2018 |
57592 |
Transfer |
13766707 |
0.92 |
|
 |
Sale |
 |
 |
 |
12/10/2018 |
-1228259 |
Transfer |
12538448 |
0.84 |
|
 |
Purchase |
 |
 |
 |
19/10/2018 |
247457 |
Transfer |
12785905 |
0.85 |
|
 |
Purchase |
 |
 |
 |
26/10/2018 |
33180 |
Transfer |
12819085 |
0.85 |
|
 |
Purchase |
 |
 |
 |
02/11/2018 |
137480 |
Transfer |
12956565 |
0.86 |
|
 |
Sale |
 |
 |
 |
01/02/2019 |
-20433 |
Transfer |
12936132 |
0.86 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
12936132 |
0.86 |
|
12 |
Opening Balance |
AB SICAV I - EMERGING MARKETS MULTI-ASSET PORTFOLI |
337500 |
0.02 |
31/03/2018 |
 |
 |
337500 |
0.02 |
|
 |
Sale |
 |
 |
 |
13/04/2018 |
-337500 |
Transfer |
0 |
0.00 |
|
 |
Purchase |
 |
 |
 |
21/12/2018 |
1830440 |
Transfer |
1830440 |
0.12 |
|
 |
Purchase |
 |
 |
 |
28/12/2018 |
201187 |
Transfer |
2031627 |
0.14 |
|
 |
Purchase |
 |
 |
 |
31/12/2018 |
336623 |
Transfer |
2368250 |
0.16 |
|
 |
Purchase |
 |
 |
 |
04/01/2019 |
557326 |
Transfer |
2925576 |
0.20 |
|
 |
Purchase |
 |
 |
 |
11/01/2019 |
791275 |
Transfer |
3716851 |
0.25 |
|
 |
Purchase |
 |
 |
 |
18/01/2019 |
470963 |
Transfer |
4187814 |
0.28 |
|
 |
Purchase |
 |
 |
 |
25/01/2019 |
3105553 |
Transfer |
7293367 |
0.49 |
|
 |
Purchase |
 |
 |
 |
01/02/2019 |
1763210 |
Transfer |
9056577 |
0.60 |
|
 |
Purchase |
 |
 |
 |
22/02/2019 |
266980 |
Transfer |
9323557 |
0.62 |
|
 |
Purchase |
 |
 |
 |
29/03/2019 |
1298551 |
Transfer |
10622108 |
0.71 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
10622108 |
0.71 |
|
13 |
Opening Balance |
MAX LIFE INSURANCE COMPANY LIMITED A/C - ULIF0022 |
10468688 |
0.70 |
31/03/2018 |
 |
 |
10468688 |
0.70 |
|
 |
Purchase |
 |
 |
 |
06/04/2018 |
226782 |
Transfer |
10695470 |
0.71 |
|
 |
Sale |
 |
 |
 |
18/05/2018 |
-3403951 |
Transfer |
7291519 |
0.49 |
|
 |
Sale |
 |
 |
 |
25/05/2018 |
-200000 |
Transfer |
7091519 |
0.47 |
|
 |
Purchase |
 |
 |
 |
29/06/2018 |
132610 |
Transfer |
7224129 |
0.48 |
|
 |
Sale |
 |
 |
 |
17/08/2018 |
-109171 |
Transfer |
7114958 |
0.47 |
|
 |
Purchase |
 |
 |
 |
28/09/2018 |
109171 |
Transfer |
7224129 |
0.48 |
|
 |
Purchase |
 |
 |
 |
05/10/2018 |
135000 |
Transfer |
7359129 |
0.49 |
|
 |
Purchase |
 |
 |
 |
07/12/2018 |
126000 |
Transfer |
7485129 |
0.50 |
|
 |
Purchase |
 |
 |
 |
04/01/2019 |
400500 |
Transfer |
7885629 |
0.53 |
|
 |
Sale |
 |
 |
 |
11/01/2019 |
-2057147 |
Transfer |
5828482 |
0.39 |
|
 |
Sale |
 |
 |
 |
18/01/2019 |
-766506 |
Transfer |
5061976 |
0.34 |
|
 |
Sale |
 |
 |
 |
01/02/2019 |
-64621 |
Transfer |
4997355 |
0.33 |
|
 |
Sale |
 |
 |
 |
08/02/2019 |
-99000 |
Transfer |
4898355 |
0.33 |
|
 |
Sale |
 |
 |
 |
15/02/2019 |
-1109300 |
Transfer |
3789055 |
0.25 |
|
 |
Sale |
 |
 |
 |
22/02/2019 |
-922124 |
Transfer |
2866931 |
0.19 |
|
 |
Purchase |
 |
 |
 |
01/03/2019 |
72000 |
Transfer |
2938931 |
0.20 |
|
 |
Sale |
 |
 |
 |
15/03/2019 |
-386612 |
Transfer |
2552319 |
0.17 |
|
 |
Sale |
 |
 |
 |
22/03/2019 |
-516542 |
Transfer |
2035777 |
0.14 |
|
 |
Sale |
 |
 |
 |
29/03/2019 |
-1820587 |
Transfer |
215190 |
0.01 |
|
 |
Closing Balance |
 |
 |
 |
30/03/2019 |
 |
 |
215190 |
0.01 |
Â
Â
Â
Â
Â
Â
Â
Â
Â
Â
Â
(v) Shareholding of Directors and Key Managerial Personnel:
|
S. No. |
Name of the Directors and Key Managerial Personnel |
Shareholding at the beginning of the year (April 1,2018) |
Shareholding at the end of the year (March 31, 2019) |
||
|
No. of Shares |
% of total shares of the Company |
No. of Shares |
% of total shares of the Company |
||
|
1 |
Shri D. Rajkumar |
800 |
0.00005 |
800 |
0.00005 |
|
2 |
Shri Sanjiv Singh* |
NA |
NA |
4000 |
0.0002 |
*appointed as Nominee Director, IOCL w.e.f. 3rd November, 2018.
V INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Rs. In Lakh & USD in Million)
|
Particulars |
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
|
Indebtedness at the beginning of the financial year |
||||
|
i) Principal Amount |
 |
 |
- |
 |
|
INR |
16,100 |
90,000 |
_ |
106,100 |
|
USD |
60 |
 |
 |
60 |
|
ii) Interest due but not paid |
- |
- |
- |
- |
|
iii) Interest accrued but not due |
 |
 |
 |
 |
|
INR |
14.25 |
4,31790 |
- |
4,332.15 |
|
USD |
0.19 |
 |
- |
0.19 |
|
Total (i+ii+iii) |
 |
 |
 |
 |
|
INR |
16,114.25 |
94,317.90 |
- |
110,432.15 |
|
USD |
60.19 |
 |
- |
60.19 |
|
Change in Indebtedness during the financial year |
||||
|
i) Addition |
- |
- |
- |
- |
|
ii) Reduction |
 |
 |
 |
 |
|
INR |
(2,774.25) |
(34,31790) |
- |
(37,092.15) |
|
USD |
(60.19) |
- |
- |
(60.19) |
|
Net Change |
 |
 |
 |
 |
|
INR |
(2,774.25) |
(34,317.90) |
. |
(37,092.15) |
|
USD |
(60.19) |
- |
- |
(60.19) |
|
Indebtedness at the end of the financial year |
||||
|
i) Principal Amount |
 |
 |
 |
 |
|
INR |
13,340 |
60,000 |
- |
73,340 |
|
ii) Interest due but not paid |
- |
- |
- |
- |
|
iii) Interest accrued but not due |
 |
 |
 |
 |
|
INR |
10.31 |
2,320.77 |
- |
2,331.08 |
|
Total (i+ii+iii) |
 |
 |
 |
 |
|
INR |
13,350.31 |
62,320.77 |
- |
75,671.08 |
Note: Foreign Currency Loans are fully hedged as on 31st March, 2019.
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL PAID DURING THE FINANCIAL YEAR 2018-19
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Amount in Rs.)
|
s. No. |
Particulars of Remuneration |
Name of MD/WTD |
Total |
|||||
|
 |
 |
Prabhat Singh |
Rajender Singh |
R.K. Garg# |
Subhash Kumar* |
V. K. Mishra |
Rajan Kapur |
 |
|
 |
 |
MD & CEO and KMP |
Director (Technical) |
Director (Finance), CFO and KMP (upto 19th July, 2017) |
Director (Finance), CFO and KMP (w.e.f 5th August, 2017 to 31st January, 2018) |
Director (Finance), CFO and KMP (w.e.f 18th April, 2018) |
Vice President -Company Secretary & KMP (w.e.f 27th July, 2018) |
 |
|
1. |
Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
1,03,86,644 |
75,14,676 |
9,89,792 |
10,30,921 |
45,08,282 |
19,83,326 |
2,64,13,642 |
|
 |
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
9,01,497 |
10,16,646 |
 |
 |
4,57,319 |
5,03,826 |
28,79,288 |
|
c) Profits in lieu of salary u/s 17(3) of Income Tax Act 1961 |
 |
 |
 |
 |
 |
 |
 |
|
|
2. |
Stock Option |
- |
- |
- |
- |
- |
- |
- |
|
3. |
Sweat Equity |
- |
- |
- |
- |
- |
- |
- |
|
4. |
Commission Paid |
22,50,000 |
22,50,000 |
6,78,082 |
11,09,589 |
- |
- |
62,87,671 |
|
5. |
Others |
6,41,760 |
5,12,040 |
- |
- |
5,89,984 |
3,83,410 |
21,27,194 |
|
 |
Total |
1,41,79,901 |
1,12,93,362 |
16,67,874 |
21,40,510 |
55,55,585 |
28,70,562 |
3,77,07,794 |
|
 |
Ceiling as per the Act* |
 |
 |
 |
 |
 |
 |
 |
* The remuneration is well within the limits prescribed under the Companies Act, 2013.
# Arrears of Salary was paid during the Financial Year 2018-19 due to pay revision.
B. Remuneration to other directors:
|
Particulars of Remuneration |
Name of Directors |
 |
 |
 |
Total Amount |
||
|
Independent Directors |
Jyoti Kiran Shukla |
Arun Kumar Misra (upto 13th August, 2017) |
Sushil Kumar Gupta (upto 14th January, 2018 |
Sidhartha Pradhan |
Sunil Kumar Srivastava |
Siddhartha Shekhar Singh |
 |
|
⢠Fee for attending board / committee meetings |
3,80,000 |
- |
- |
3,00,000 |
1,20,000 |
80,000 |
8,80,000 |
|
⢠Commission Paid |
8,50,000 |
3,14,384 |
6,73,014 |
- |
- |
- |
18,37,398 |
|
⢠Others, please specify |
- |
- |
- |
- |
- |
- |
- |
|
Total (1) |
12,30,000 |
3,14,384 |
6,73,014 |
3,00,000 |
1,20,000 |
80,000 |
27,17,398 |
|
Other Non-Executive Directors |
 |
 |
 |
 |
 |
 |
 |
|
⢠Fee for attending board/ committee meetings** |
- |
- |
- |
- |
- |
- |
- |
|
⢠Commission |
- |
- |
- |
- |
- |
- |
- |
|
⢠Others, please specify |
- |
- |
- |
- |
- |
- |
- |
|
Total (2) |
- |
- |
- |
- |
- |
- |
- |
|
Total(B)=(1+2) |
12,30,000 |
3,14,384 |
6,73,014 |
3,00,000 |
1,20,000 |
80,000 |
27,17,398 |
|
Total Managerial Remuneration |
- |
- |
- |
- |
- |
- |
- |
|
Overall Ceiling as per the Act* |
- |
- |
- |
- |
- |
- |
- |
Â
* The remuneration is well within the limits prescribed under the Companies Act, 2013.
** Sitting fee pertaining to Nominee Directors has been paid to their respective Organization, the details of which form part of Corporate Governance Report. However, as approved by the Board sitting fee would be paid only to Independent Directors of the Company w.e.f. 2.11.2018.
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
No Penalty has been paid pursuant to the provisions of Companies Act, 2013 read with Rules. However, pursuant to provisions of SEBI (LODR) Regulations, 2015, penalties were levied by NSE and BSE, where the securities of the Company are listed, due to non-compliance regarding composition of the Board in respect of not having sufficient number of Independent Directors on the Board of the Company during the period from 1st July, 2018 to 1st November, 2018. The Company has paid the same within prescribed time limit.
Annual Report on Corporate Social Responsibility (CSR)
[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]
1. A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.
Petronet Limited Ltd., as a responsible Corporate has been undertaking Socio-Economic Development Projects/ Programs and also supplementing the efforts of the local institutions/NGOs/local Government/implementing agencies in the field of Education, Healthcare, Community Development, Entrepreneurship etc. to meet priority needs of the marginalized and underserved communities with the aim to help them become self-reliant. These efforts are being undertaken preferably in the local area and communities inhabiting in an around the work centers/ project sites of Petronet LNG Limited.
Further, as reported last year, Petronet LNG Foundation, a Company Limited by Guarantee, has been incorporated on 31st March,2017 by Petronet LNG Limited as promoter of the company under the provisions of section 8 of the Companies Act, 2013 and the rules made thereunder. This company will facilitate the promoter to comply with its Corporate Social Responsibility (CSR) under the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder.
CSR Project or Programs undertaken are as per the list of activities specified in Schedule VII of the Companies Act 2013, and amendments thereof. The website of the Company is www.petronetlng.com & www.petronetlngfoundation. org.
2. The Composition of the CSR Committee as on 31st March, 2019:
i. Dr. Siddhartha Shekhar Singh, Independent Director, Chairman
ii. Shri Prabhat Singh, MD & CEO, Member
iii. Shri.Vinod Kumar Mishra, Director (Finance), Member
iv. Dr. Jyoti Kiran Shukla, Independent Director, Member
3. Average net profit of the Company for last three financial years : Rs. 2,204 Crore
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) : Rs. 44.10 Crore
5. Details of CSR spent during the financial year : Rs. 7.39 Crore
(a) Total amount to be spent for the financial year: Rs. 44.10 Crore
(b) Amount unspent, if any : Rs. 36.71 Crore
(c) Manner in which the amount spent during the financial year is detailed below. Details attached at Annexure - 1.
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.
i. In terms of provisions of Companies Act 2013 the amount of Rs.44.10 Crore is required to be spent on CSR activities in financial year 2018-19. The Competent Authority has approved/ committed new Projects of Rs. 23.43 Crore in FY 2018-19 out of which Rs. 7.39 Crore was spent on CSR activities including Rs. 20.75 Lakh incurred as Administrative Overheads. In some projects, disbursement of fund is linked to achieving deliverable targets and due to dynamic implementation environment targets have not been achieved. Nevertheless, your Company has been making constant efforts to reach optimum level of CSR expenditure resulting in tangible positive impact on society and has made significant improvements over the previous years in terms of both spending as well as number of projects taken up.
ii The Company is implementing short-term, medium-term and long-term strategies to channelize the resources in a manner so as to drive maximum socio-economic impact from targeted approach. In line with its social goals as envisioned in the CSR policy, the Company has already identified several projects in the areas of
Healthcare, Education, Welfare of Armed Forces veterans. Widows and their dependents, Skill Development, Environment, Sports, Agriculture, Swacch Bharat etc. where your Company will spend the annual CSR budget in a progressive and sustainable manner.
iii. The Company has already identified and positioned people to ensure that CSR areas receive its due attention and form a strong basis for its effectiveness. Furthermore, location wise CSR Budget is being allocated so as to channelize the CSR much more effectively.
iv. Further, as reported last year, Petronet LNG Foundation, a Company Limited by Guarantee, has been incorporated on 31st March,2017 by Petronet LNG Limited as promoter of the company under the provisions of section 8 of the Companies Act, 2013 and the rules made thereunder. This company will facilitate the promoter to comply with its Corporate Social Responsibility (CSR) under the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder.
v. The company has received a notice dated 21st February, 2019 from Ministry of Corporate Affairs (MCA) calling for information under Section 206 of Companies Act, 2013 regarding non-compliance of provisions of Corporte Social Responsibility (CSR) under Section 135 read with Section 134(3)(o) of the Act and Rules made thereunder. The Company has suitably replied in this regard.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.
8. The CSR projects/activities are being implemented and monitored in compliance with the CSR Policy of the Company.
|
Dr. Siddhartha Shekhar Singh |
Shri Prabhat Singh |
|
Chairman (CSR Committee) |
Managing Director & CEO |
|
DIN:06873925 |
DIN:03006541 |
Annexure - 1 to Annual Report on CSR Details of CSR Expenditure incurred during the FY 2018-19
|
SI. No. |
CSR project or activity identified (2) |
Sector in which project is covered (3) |
Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs undertaken (4) |
Amount spent on the project or programs Rs. In Lac (5) |
Amount spent : Direct or through implementing agency (6) |
|
Projects executed by Petronet LNG Limited |
|||||
|
1. |
⢠Petronet DRI Skill development Project |
Promoting education/ enhancing vocational skills/livelihood enhancing projects |
Balrampur District (UP) |
1.71 |
Deendayal Research Institute & Urban System Architects |
|
2. |
⢠Contribution for Kerala Flood relief |
Disaster Management |
Kochi, Kerala |
14.55 |
Direct |
|
3. |
⢠Project Management consultant for CSR Project. |
Miscellaneous |
New Delhi |
9.34 |
Price Water House Coppers (PwC). |
|
4. |
⢠Fund transfer to Petronet LNG Foundation* |
 |
New Delhi |
300.00 |
 |
|
 |
 |
Total |
 |
325.60 |
 |
|
Projects executed through Petronet LNG Foundation, a wholly owned subsidary of Petronet LNG Limited |
|||||
|
5. |
⢠Petronet Kashmir Super-30-lmparting coaching to the students of J&K for Engineering Entrance Examination to facilitate admissions in llTs/IIITs/NITs/ State Govt's Institutions. |
Promoting education/ enhancing vocational skills/livelihood enhancing projects |
Srinagar (Jammu and Kashmir) |
113.92 |
Centre for Social responsibility and leadership, Indian Army. |
|
 |
⢠Skill development through training program. |
 |
Ahmedabad and Kochi. |
13736 |
Central Institute for Plastic, Engineering and technology and Centre for Biopolymer Science and Technology. |
|
 |
⢠Construction of Smart Classroom at Government schools. |
 |
Poonoor, Kozhikode Vayakode, Kasargode Parur, Ernakulam. |
3.20 |
Keltron. |
|
 |
⢠Up-gradation of the Library in Chowa Higher Secondary School. |
 |
Kannur, Kerala. |
4.10 |
Chowa Higher Secondary School. |
|
 |
⢠Support for the up-gradation of the school library & providing five desktop computers in Govt. Higher Secondary School. |
 |
Cheemeni, Kasargode. |
2.33 |
Govt. Higher Secondary School |
|
 |
⢠Support to the underprivileged students of Govt. Aided Higher Secondary School for Girls. |
 |
Venganoor, Kerala. |
3.76 |
Govt. Aided Higher Secondary School for Girls. |
|
 |
⢠LMC (B) LP School PTA Pachalam. |
 |
Kochi, Kerala. |
3.39 |
LMC School. |
|
 |
⢠Motor Driving Skill Training to Youth. |
 |
Srinagar (Jammu and Kashmir). |
6.20 |
Centre for Social responsibility and leadership |
|
 |
⢠Himalayan Institute of Alternative learning HIAL, Visitor Centre. |
 |
Phyang, Ladakh. |
10.00 |
Himalayan Institute of Alternative learning (HIAL). |
|
 |
⢠Project Velicham: providing Insurance cover to the 25000 students in 71 schools. |
 |
Kochi, Kerala. |
5.00 |
Direct. |
|
 |
⢠Donation of Sewing machine to 544 rural women. |
 |
Dharwad, Karnataka. |
26.07 |
Direct. |
|
 |
â¢"WHEELS FOR WOMEN" project -Providing an auto taxi for the residents of "Shanthi Bhavan" (Shelter Home) |
 |
Kochi, Kerala. |
4.16 |
Cultural Academy for Peace. |
|
 |
⢠Impact Assessment Study of Kaushal Setu Skill Training Project |
 |
Ahmedabad, Gujarat |
1.00 |
Gujarat CSR Authority. |
|
 |
⢠"Startup Village" Rural Youth Entrepreneurship Development Program |
 |
Dahej, Gujarat. |
0.45 |
Serve Happiness Foundation. |
|
6. |
⢠Installation of Solar Lights |
Ensuring Environment Sustainability |
Pali, Rajasthan. |
1.97 |
Rajasthan Electronics and Instrument Limited. |
|
7 |
⢠Sponsoring Community Mass Marriage of Weaker Community. |
Rural Development Projects |
Dahej, Gujarat. |
1.87 |
Direct. |
|
8. |
⢠Project Numma Oonu: To feed the needy & poor people. |
Eradicating hunger, poverty, malnutrition, Promoting Preventive Healthcare and sanitation |
Ernakulum District. |
40.93 |
District Administration, Kochi and Kerala Hotel Restaurant Association. |
|
 |
⢠Installation of an Incinerator (Solid Waste Management Facility) at the Taluka Hosptial Permbra, Kozhikode, Kerala |
 |
Kochi, Kerala. |
4.90 |
Taluka Hospital Perambra. |
|
 |
⢠Maintenance of School Toilets Blocks. |
 |
Kochi, Kerala. |
5.00 |
Wockhardt Foundation. |
|
 |
⢠Support towards the old aged at the Sandeepani Seva Samiti. |
 |
Guruvayoor, Kerala. |
0.80 |
Sandeepani Seva Samiti. |
|
 |
⢠Supporting Swachh Bharat Abhiyan |
 |
Bharuch. |
5.00 |
Bharuch District CSR Unit. |
|
 |
⢠Organization of Medical Health Camp at Vypin |
 |
Kochi, Kerala. |
5.00 |
Indian Medical Association. |
|
9. |
⢠Organised Special Olympics for special children. |
Promoting rural sports, nationally recognised sports Paralympic sports and Olympic sports |
Dahej, Gujarat. |
2.50 |
Kalrav Charitable Trust and Special Olympics, Gujarat. . |
|
10. |
⢠Vypin Block Panchayath -Supporting the "Haritha Keralam" Initiative. |
Art and Culture |
Kochi, Kerala. |
1.00 |
Block Panchayath. |
|
 |
⢠Support to the art form of Koodiyattam: It is a traditional performing Art form. |
 |
Kochi, Kerala. |
2.50 |
Nepathya |
|
11. |
⢠Rescue operation during the Kerala flood. |
Disaster Management |
Kochi, Kerala. |
0.50 |
Ernakulam Panchyat |
|
 |
Total |
 |
 |
392.91 |
 |
Â
Â
# A wholly owned subsidiary of Petronet LNG Limited
*Note: The total amount spent on administrative overheads was Rs. 20.75 lakhs as per clause 6 of PLL CSR policy. Thus, total amount spent on CSR for the FY 2018-2019 is Rs. 739.26 lakhs.
Form No. AOC-2
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms' length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm's length basis -
None
2. Details of material contracts or arrangement or transactions at arm's length basis
(a) Name(s) of the related party and nature of relationship -
|
Name of Related Party |
Nature of Relationship |
|
Bharat Petroleum Corporation Limited |
Promoter |
|
GAIL (India) Limited |
Promoter |
|
Indian Oil Corporation Limited |
Promoter |
|
Oil and Natural gas Corporation Ltd. |
Promoter |
|
Petronet LNG Foundation |
Wholly Owned Subsidiary |
|
Adani Petronet (Dahej) Port Pvt. Ltd. |
Associate Company |
|
India LNG Transport Co. (NO. 4) Pvt. Ltd. |
Associate Company |
(b) Nature of contracts/arrangements/transactions
Sale of LNG/RLNG/Regasification Services, other services etc.
(c) Duration of the contracts/arrangements/transactions
Long term, Short Term and spot basis.
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
Long Term Sale Contract are materially back to back in terms of quantity, price etc. in line with the long-term LNG Purchase Contract. In addition, Petronet provides Regasification services on long term commitment basis, Spot/Short Term, sale and service, which are based on market prices and on arm's length basis.
(e) Date(s) of approval by the Board, if any:
NA
(f) Amount paid as advances, if any
NA
|
 |
For & on behalf of the Board of Directors |
|
 |
 |
|
 |
Sd/- Sd/- |
|
Place : New Delhi |
(V. K. Mishra) (Prabhat Singh) |
|
Date: 15th May, 2019 |
Director (Finance) MD & CEO |
Annexure to Directors' Report
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 AND READ WITH RULE NO. 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONEL) RULES, 2014.
|
s. No |
Name of the Employee (S/Sh) |
Remuneration Received (in Rs.) |
Nature of employment whether Permanent or Contractual |
Whether any such employee is a relative of any Director of the Company |
Designation |
Qualification & Experience of the employee |
Date of commencement employment |
Age of the employee (in years) |
% of Equity Shares held i.e. 2% and above of paid up share capital |
The last Employment held by such employee before joining such Company |
|
1. |
Prabhat Singh |
1,41,79,901* |
Contractual |
No |
MD & CEO |
B. Tech (I IT, Kan pur) Exp. - 39 years |
14th September, 2015 |
62 |
No |
GAIL (India) Limited. |
|
2. |
Rajender Singh |
1,12,93,362* |
Contractual |
No |
Director (Technical)A |
B.Sc. (Engineering) - Civil Exp. - 38 years |
10th March, 2006 |
59 |
No |
ONGC Ltd. |
|
3 |
Pushp Khetarpal |
91,31,971 |
Permanent |
No |
President (BD& Projects) |
B.E. (Chemical) Exp. - 37 years |
22nd February, 2007 |
58 |
No |
Kribhco Shyam Fertilizer Ltd. |
|
4 |
Avnit Kumar Chopra |
79,65,318* |
Permanent |
No |
Sr.VP (L & D) |
B.Com, LIB Exp. - 37 years |
1st September, 2006 |
60 |
No |
Indian Oil Corporation Ltd. |
|
5. |
Rajeev Agarwal |
79,05,841 |
Permanent |
No |
OSD To Director (Technical) |
B.E. (Mechanical) Exp- 34 years |
30th April, 2012 |
58 |
No |
ONGC |
|
6. |
Sanjay Gupta |
76,49,435 |
Permanent |
No |
Sr.VP (Shipping) |
Master F.G. Exp. - 37 years |
1st December, 2006 |
59 |
No |
The Shipping Corporation of India Ltd. |
|
7. |
Hemant Verma |
71,20,427 |
Permanent |
No |
VP (Port Operations) |
Master F.G. Exp. - 31 years |
1st March, 2008 |
57 |
No |
J. M. Baxi & Co. |
|
8. |
Samar Bahadur Singh |
68,69,111 |
Permanent |
No |
Sr.VP (Plant Head) |
BE (Chemical) Exp. - 30 Years |
19th March, 2003 |
55 |
No |
Indo Gulf Fertilizers Ltd. |
|
9. |
Sanjay Kumar Rastogi |
67,98,537 |
Permanent |
No |
VP (Technical)) |
B E (Chemical), Exp. - 34 Years |
4th April 2005 |
54 |
No |
National Fertilizers Limited |
|
10. |
Pankaj Wadhwa |
64,48,261 |
Permanent |
No |
Sr .VP (Marketing) |
I.C.WA Exp. - 28 Years |
12th April, 2012 |
51 |
No |
Chambal Fertilizers & Chemicals Ltd |
Note - 1. Inclusive of Commission on Profit paid for the financial year 2017-18.
2. inclusive of retirement benefits.
3. AAppointed as Director (Technical) w.e.f. 14.11.2012
4. The above information is for the financial year ended 31st March, 2019.
DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;
|
S. No. |
Name |
Ratio |
|
1 |
Shri Prabhat Singh |
9.24:1 |
|
2 |
Shri Rajender Singh |
7.3:1 |
|
3 |
Shri Vinod Kumar Mishra (Date of joining-18. 04.2018) |
3.2:1 |
|
4* |
Shri R.K.Garg (upto 27.07.2017) |
1.09:1 |
|
5* |
Shri Subhash Kumar (upto 1.02.2018) |
1.39:1 |
*The payments are made as Arrear for increase in Compensation effective 01.04.2017.
(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
The percentage increase in remuneration of each Whole Time Director, CFO, CEO and Company Secretary is approximately 21%.
(iii) The percentage increase in the median remuneration of employees in the financial year;
The percentage increase in the median remuneration of the employees in the Financial Year is around 32.3% excluding the remuneration paid to the KMP.
(iv) The number of permanent employees on the rolls of Company;
The total number of employees on the rolls of the Company as on 31st March, 2019 was 494 excluding three Whole Time Directors.
(v) Average percentile increase in the salaries of employees and its comparison with the percentile increase in the managerial remuneration;
⢠Average percentage increase in remuneration of Key Managerial Personnel during the Financial Year has been around 21%.
⢠Average percentage increase in remuneration of all employees other than Key Managerial Personnel has been around 30.4%.
Every year, Company grants to each employee, including the three Whole Time Directors, an annual increment of 5% on the basic salary. In addition to that, the factors that contributed were pay revision and arrears payout from 1st April 2017
(vi) Affirmation that the remuneration is as per the remuneration policy of the company.
The remuneration to all the employees is as per the remuneration policy of the Company.
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2019
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members of
Petronet LNG Limited.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Petronet LNG Limited (CIN: L74899DL1998PLC093073) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Petronet LNG Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019 complied with statutory provisions listed hereunder and also that the company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by Petronet LNG Limited for the financial year ended on 31st March, 2019 according to the provisions of:
(i). The Companies Act, 2013 (the Act) and the rules made there under;
(ii). The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;
(iii). The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv). Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.
(v). The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(f) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018*;
(g) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014*; (h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009*; and (i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018*.
*SEBI Regulations listed at sub-para (v) above,SI. Nos. (f), (g), (h) and (i) above are not applicable, as there were no corporate decisions/actions during the year under report, attracting these regulations.
(vi). Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder,
(vii). The Other Laws applicable specifically to the Company are:
(a) The Explosives Act, 1884
(b) Petroleum and Natural Gas Regulatory Board Act, 2006
(c) The Petroleum Act, 1934
(d) The Oil Industry (Development) Act, 1974
(e) Indian Boilers Act, 1923.
(f) The Territorial Waters, Continental Shelf, Exclusive Economic Zone and Other Maritime Zones Act, 1976
(g) Merchant Shipping Act, 1983 (h) The Electricity Act, 2003
2. We have also examined the compliances with the applicable laws listed under SI. No. (vii) above on test check basis and Regulations/ Standards of the following:
(i). SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and listing agreements with Bombay Stock Exchange Ltd and the National Stock Exchange of India Ltd ;
(ii). Secretarial Standards issued by the Institute of Company Secretaries of India.
3. During the period under review the company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the following:
(a) The composition of the Board did not have sufficient number of Independent directors during the period commencing from 1st April, 2018 till 1st November, 2018 as required under Regulation 17(1) of the SEBI (LODR) Regulations, 2015;
(b) The composition of the Audit Committee of the Board of Directors was not in compliance with Regulation 18 of the SEBI (LODR) Regulations, 2015 during the period 1st April, 2018 to 15th May, 2018 due to not having sufficient number of Independent Directors on the Board.
(c) The Company has not formulated and adopted policy on Board Diversity till 31st March, 2019 in terms of Schedule II Part D of the SEBI (LODR) Regulations, 2015.
3A. We further report that the Company is implementing its Corporate Social Responsibility Policy/Activities as specified in Schedule VII to the Act read with Section 135 of the Act through Petronet LNG Foundation, a Section 8 Company under the Act.
4. We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-executive Directors, and Woman Director, Independent Directors and a Women Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while dissenting members' views are captured and recorded as part of the minutes.
5. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
6. We further report that during the audit period, no major decisions having a bearing on Company's affairs in pursuance of the above referred laws, rules, regulations and guidelines, were taken by the members.
This report is to be read with our letter of even date which is annexed as Annexure A" and forms an integral part of this report.
|
 |
For A.N.Kukreja & Co |
|
 |
Company Secretaries |
|
 |
(A N.Kukreja) |
|
Date: 15th May, 2019 |
Proprietor |
|
Place: New Delhi |
FCS 1070; CP 2318. |
Annexure 'A'
To,
The Members of
Petronet LNG Limited
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial record. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events, etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
7 During the course of our examination of the books and records of the Company carried out in accordance with generally accepted practices in India, we have neither come across any instance of material fraud on or by the Company, nor the Company has noticed and reported any such case during the year and accordingly the Company has not informed us of any such case.
|
 |
For A.N.Kukreja & Co |
|
 |
Company Secretaries |
|
 |
(A.N.Kukreja) |
|
 |
Proprietor |
|
 |
FCS 1070; CP 2318. |
|
Date: 15th May, 2019 |
 |
|
Place: New Delhi |
 |
Management's Reply on the Secretarial Audit Report for the
Financial Year 2018-19
|
Auditor's Observation |
Management's Reply |
|
The composition of the Board did not have sufficient number of Independent directors during the period commencing from 1st April, 2018 till 1st November, 2018 as required under Regulation 17(1) of the SEBI (LODR) Regulations, 2015. |
The Company has appointed sufficient number of Independent Directors and is in compliance with the provisions of Regulation 17 (1) of SEBI (LODR) Regulations, 2015. |
|
The composition of the Audit Committee of the Board of Directors was not in compliance with Regulation 18 of the SEBI (LODR) Regulations, 2015 during the period 1st April, 2018 to 15th May, 2018 due to not having sufficient number of Independent Directors on the Board. |
The Company has complied with the provisions of Regulation 18(1) of SEBI (LODR) Regulations, 2015 w.e.f. 16th May, 2018 onwards with the Appointment of one more Independent Director on the Board of the Company w.e.f. 16th May, 2018. |
|
The Company has not formulated and adopted policy on Board Diversity till 31st March, 2019 in terms of Schedule II Part D of the SEBI (LODR) Regulations, 2015. |
The Board of Directors in their meeting held on 15th May, 2019 had approved the Policy for Diversity of the Board. Therefore, the Company is in compliance with the provisions of Schedule II Part D of SEBI (LODR) Regulations, 2015 with respect to formulation and adoption of the Policy for Diversity of the Board. |
Â
Mar 31, 2018
Dear Shareholders,
The behalf of the Board of Directors, it is our privilege and honour to present the twentieth Annual Report along with Audited Statement of Accounts, the Auditorsâ Report and Review of the Accounts for the financial year ended 31st March, 2018.
PHYSICAL PERFORMANCE
The financial year 2017-18 saw the Company operate its Dahej Terminal at 16.03 million tonnes throughput as compared to 13.13 Million tonnes in the previous year. The demand for LNG was robust.
During the financial year 2017-18, the Dahej Terminal handled 241 LNG Cargoes and supplied 815.55 TBTUs of RLNG. 2843 LNG Road Tankers were also loaded and dispatched.
The utilization of Kochi Terminal remained extremely low in the absence of pipeline network for gas evacuation. 14 Cargoes (including reload) were handled at the Kochi Terminal during the full year similar to 7 Cargoes during the last year.
FINANCIAL PERFORMANCE
During the financial year 2017-18, your Company achieved a turnover of Rs. 30,599 Crore as against Rs. 24,616 Crore in 2016-17. The net profit during the year stood at Rs. 2,078 Crore as against Rs. 1,706 Crore in the previous year. A summary of the comparative financial performance in the fiscal 2017-18 and 2016-17 is presented below:
(Rs. in crore)
|
Particulars |
2017-18 |
2016-17 |
|
Revenue from operations |
30,599 |
24,616 |
|
Other Income |
317 |
347 |
|
Total Revenue |
30,916 |
24,963 |
|
Cost of LNG imports |
26,690 |
21,417 |
|
Gross Margin |
4,226 |
3,546 |
|
Salary & other operating expenses |
596 |
607 |
|
Finance charges |
163 |
210 |
|
Depreciation |
412 |
369 |
|
Profit before Tax |
3,055 |
2,360 |
|
Tax expenses, including deferred tax |
977 |
654 |
|
Profit after Tax |
2,078 |
1,706 |
|
Earnings (Rs.) per Share1 |
13.85* |
22.74 |
* EPS is reduced due to 1:1 bonus issue in July, 2017 DIVIDEND
The Board of Directors of your Company has recommended a final dividend of Rs. 4.50 per equity share of Rs. 10/- each i.e. 45 % of the post Bonus paid-up Share Capital of the Company as on 31st March, 2018 subject to approval of Members of the Company as compared to Rs. 5 Per equity share of Rs. 10 each i.e. 50% of the pre Bonus paid-up Share Capital of the Company as on 31st March, 2017. This is the 12th consecutive year for which your Company has recommended payment of dividend.
The final dividend shall be paid to the members, whose names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL as at the close of business hours on 7th September, 2018.
The Board of your Company has formulated a Dividend Distribution Policy (âThe Policyâ). The Policy is annexed to this Report and is also available on our website www.petronetlng. com.
CHANGES IN SHARE CAPITAL
During the year, the Authorised Share Capital of the Company was increased from Rs. 1,500 crore (150 Crore Equity Shares of Rs. 10 each) to Rs. 3,000 crore (300 Crore Equity Shares of Rs. 10 each). Your Company issued bonus shares in the ratio of 1:1, i.e., one bonus share in the ratio of one share held during the financial year ended on 31st March, 2018. Consequently, the paid-up share capital increased from Rs. 750 crore to Rs. 1500 Crore.
FINANCING OF PROJECTS
Given the strong cash flows of the Company, the expansion of the Dahej project and other capital expenditure was funded entirely with the internal accruals without the need to draw any debt. The relationship with the existing lenders continues to be good.
SHIPPING ARRANGEMENTS
Three LNG ships, namely âDishaâ, âRaahiâ and Aseemâ carry the entire LNG volumes from RasGas under a long-term contract to Dahej. Besides Japanese companies, Shipping Corporation of India (SCI) is also an equity partner in the ship-owning companies. All these ships are manned, managed, maintained and operated by SCI. The ships operate on a long-term time charter basis with Petronet as the charterer.
During FY 2017-18, the overall shipping operations at Dahej LNG terminal have run smoothly and the jetty utilization has been very good without any downtime.
The fourth LNG vessel âPrachiâ was delivered on 30th November 2016. Besides Japanese Companies NYK, MOL and K-Line, Shipping Corporation of India (SCI) is an equity partner in the ship-owning companies. PLL has taken 26% equity in this LNG ship. As is the case with the first three ships, the fourth ship is also being manned, managed, maintained and operated by SCI. Supply of LNG from Gorgon is now on delivered basis and "Prachi" has been novated to Exxon Mobil.
DAHEJ LNG TERMINAL
Your terminal has been operating well at average capacity utilization of 104.97% during the year. There have been addition of four LNG truck loading bays to cater gas requirement to customers not connected to pipe line.
Your company is in advance stage of expanding Dahej Terminal Regasification capacity from 15 MMTPA to 17.5 MMTPA. Regasification unit of 2.5 MMTPA at an approximate cost of Rs. 415 crore is being added without raising any external debt. The project is likely to be commissioned by end of 2018-19.
Your company is also planning to build seventh LNG Tank. The tendering process is in advance stage. Also feasibility study for third jetty is being started for better reliability of LNG ship receiving system.
KOCHI LNG TERMINAL
During the year, the Kochi terminal continued to operate at a low capacity due to lack of evacuation pipelines to Bangalore and Mangalore. BPCL-Kochi Refinery was the only major consumer throughout the year and the other customer FACT consumed R-LNG intermittently.
The average capacity utilization during the year was 12.09 %. R-LNG off-take is expected to increase in 2018-19 in view of the RLNG evacuation pipeline connectivity to Mangalore.
Other specialised services like cooling down of LNG vessels and storage and reload services were provided by the Kochi terminal during the year. âTaralâ LNG supplies continued with trucks to HLL Lifecare Ltd., Trivandrum.
It is understood that GAIL, the executing agency for the pipelines, has made significant progress in the Kochi - Mangalore section of the pipeline.
NEW BUSINESS INITIATIVES LNG TERMINAL AND POWER PLANT AT SOUTH ANDAMAN
Your Company has signed a Memorandum of Understanding (MoU) with Andaman and Nicobar Administration for establishment of small scale floating LNG Receiving, Storage and Regasification Terminal and Gas based Power Plant at South Andaman. Your Company has completed pre-project studies like environment impact assessment, geo-technical investigations, marine studies including navigational studies etc., output of which has been used to prepare the detailed feasibility report.
All the above studies are in progress and your Company has submitted a Detailed Feasibility Report (DFR) to Andaman and Nicobar Administration for their consideration thereafter.
LNG TERMINAL AT BANGLADESH PROJECT
Your Company has signed an MoU with Petrobangla of Bangladesh for cooperation / collaboration to set up a land based 7.5 MMTPA LNG Receiving, Storage and Regasification Terminal at Kutubdia Island. In continuance of the Memorandum of Understanding (MOU), your Company and Petrobangla have also signed a non-binding Heads of Understanding (HoU) on LNG Terminal Use, during the recent visit of Honâble Prime Minister of Bangladesh to Delhi.
Your Company has completed pre-project studies such as geotechnical investigations both for land and marine area, marine studies, bathymetry study etc. Also Engineers India Limited has prepared Detailed Feasibility Report (DFR). Based on above studies and DFR, your Company has submitted a commercial proposal along with terms and conditions to Petrobangla, for their consideration.
LNG TERMINAL AT SRI LANKA
Your Company has signed an MoU with Sri Lankan Authorities for cooperation/collaboration for development of LNG/NG infrastructure in Sri Lanka.
LNG AS AN AUTOMOTIVE FUEL
There were intense efforts required on the regulatory side of the business over the past year. Your companyâs initiatives to develop the small scale LNG market in the Country required discussions and deliberation with Ministry of Road Transpiration and Highways (MORTH) and Ministry of Commerce and Industries (MOCI) for inclusion of LNG as an automotive fuel in Central Motor Vehicle Rules (CMVR) and for inclusion of LNG dispensing stations development regulation in Static and Mobile Pressure vessel rules (SMPV).
Both these regulations are in place now leading to opening of a new doorway in the Indian market for use of LNG as a cleaner transportation fuel.
Your company has prepared a business plan based on traffic study on Indian Roads and decided to develop an LNG corridor covering 4000 Kms. of National highways. Your company has conducted a conference on this subject wherein Honâble Minister of Petroleum and Natural gas has supported this business to replace diesel in Heavy and Medium Commercial vehicles with cleaner LNG. Your company has shortlisted twenty (20) locations to develop LNG dispensing stations as a pilot project. A core team with OMCâs and Gas marketing companies are working together to develop this LNG infrastructure.
HEALTH, SAFETY & ENVIRONMENT (HSE)
Your Company is committed to conduct business with a strong environment conscience, ensuring sustainable development, safe workplaces and enrichment of the quality of life of its employees, customers and the community at large. Compliance with safety systems and procedures and environmental laws is monitored by the Company. The Company is having well defined policy for Health, Safety & Environment (HSE).
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has developed adequate internal control systems commensurate to its size and business. M/s Ernst & Young, as the Companyâs Internal Auditors, conduct regular audits for various activities. The reports of the Internal Auditors are submitted to the Management and the Boardâs Audit Committee at regular intervals. There is a thorough review of the adequacy of internal control system periodically.
DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES
1) Adani Petronet (Dahej) Port Private Ltd.
A Solid Cargo Port through a Company named Adani Petronet (Dahej) Port Private Ltd., had commenced its operations in August 2010 at the Dahej Port. Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer. PLL has a 26% equity in this Solid Cargo Company and the balance equity is held by the Adani Group.
Performance and Financial Position of Solid Cargo Joint Venture (JV) Company
(Rs. In Lakhs)
|
Particulars |
For the year ended 31st March, 2018 |
For the year ended 31st March, 2017 |
|
Revenue |
33,503 |
32,516 |
|
Profit/ (loss) from continuing operations |
7228 |
6,715 |
|
Other comprehensive income |
175 |
(656) |
|
Total comprehensive income |
7403 |
6,059 |
|
Companyâs share of total comprehensive income (26%) |
1,924 |
1,575 |
2) India LNG Transport Co. (No. 4) Pvt. Ltd. (âILT4â)
India LNG Transport Co. (No. 4) Pvt. Ltd. (âILT4â) is joint venture of your Company with 26% ownership interest. ILT4 is the owner of vessel MT Prachi and is primarily engaged in transportation of LNG. It is one of the Companyâs strategic investments and has the principal place of business in Singapore.
Performance and Financial Position of ILT4
|
Particulars |
For the year ended 31st December, 2017 |
|
Revenue |
17819 |
|
Profit/ (loss) from continuing operations |
6,016 |
|
Other comprehensive income |
0 |
|
Total comprehensive income |
6,016 |
|
Companyâs share of total comprehensive income (26%) |
1,380 |
Petronet also owns 3% equity in the vessel MT Aseem which carries LNG from Qatar to Dahej under a long term agreement.
3) Petronet LNG Foundation
Petronet LNG Foundation, a Company Limited by Guarantee, has been promoted by the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of the Company. Petronet LNG Foundation is facilitating the promoter to comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, your Companyâs engineers have been interacting with industry peers, technology providers and EPC Contractors. They have also been nominated to important national and international seminars. A team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company has incurred outgo in foreign exchange to the extent of Rs. 24,587 Crore during the year under review. Foreign exchange earnings during the year were Rs. 49 Crore.
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format (Form MGT-9) is annexed to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company fully understands its responsibility towards the society and has been constantly contributing its bit towards various causes. In its endeavor to be more focused towards its social goals, the Company is developing a more structured approach to enhance access to quality healthcare, enrich the lives of people in the rural communities, environmental causes and enhance the educational quotient in the Country.
The Company is implementing short-term, medium-term and long-term strategy to channelize the resources in a manner so as to derive maximum socio-economic impact from targeted approach. In line with its social goals as enumerated above, the Company has already identified several projects in the areas of Healthcare, Education, Skill Development, Environment, Sports, Agriculture, Swacch Bharat etc. where your Company will spend the annual CSR budget in a progressive and sustainable manner.
Further, as reported last year, Petronet LNG Foundation, a Company Limited by Guarantee, has been incorporated on 31st March, 2017 by Petronet LNG Limited as a promoter of the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder. Petronet LNG Foundation is facilitating the promoter to comply with its CSR under provisions of Section 135 of Companies Act, 2013 and rules made thereunder. It has already taken up some high impact projects and is in the process of finalising projects/programmes with higher project cost and impact. While all CSR projects have been carefully chosen giving utmost importance to quality of spending instead of just spending, some projects have been outstanding in their impact.
In terms of provisions of Companies Act, 2013, an amount of Rs. 30.29 Crore was required to be utilized on CSR activities in FY 2017-18. The Competent Authority has approved / committed new Projects of Rs. 23.46 Crore in FY 2017-18 out of which Rs. 8.55 Crore was spent on CSR activities. In some projects, disbursement of fund is linked to achieving deliverable targets and due to dynamic implementation environment targets have not yet achieved. Nevertheless, your Company has been making constant efforts to reach optimum level of CSR expenditure resulting in tangible positive impact on society and has made significant improvements over the previous years in terms of both spending as well as number of projects taken up. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith and forms part of the Board Report.
âPetronet Kashmir Super-30â is one such outstanding CSR project which prepares underprivileged students of Kashmir to overcome various social and other disadvantages and helps them to compete with the best for admission into the premier engineering institutions like IITs and NITs by providing high quality coaching and guidance. âNumma Onnuâ is another such project to feed the hungry in Ernakulam District which has been recently expanded post successful pilot project. The project was implemented with the Ernakulum District Administration. Further, in collaboration with Central Institute of Plastics Engineering & Technology (CIPET), Petronet LNG Foundation is imparting skill development programme for local underprivileged youth in Gujarat and Kerala helping them be confident enough to find gainful employment. Petronet LNG Foundation is also extending financial support to Himalayan Institute of Alternative Learning (HIAL), Ladakh in setting up Alternative University to address the issues like education, livelihood, preservation of local culture and environment in the region.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) DURING THE YEAR
Directors
Inductions
Shri Shashi Shankar was appointed by the Board of Directors as Additional Director (Nominee Director of ONGC) w.e.f. 17th October, 2017. Dr. Jyoti Kiran Shukla was reappointed by the Board of Directors as Independent Director w.e.f 31st March, 2018 after completion of her 3 years tenure on 30th March, 2018. Shri V. K. Mishra was appointed by the Board of Directors as Additional Director in the capacity of Director (Finance) of the Company w.e.f. 18th April, 2018. Shri Sidhartha Pradhan was appointed by the Board of Directors as Additional Director (Independent Director) of the Company w.e.f. 16th May, 2018. Dr. M. M. Kutty was appointed by the Board of Directors as Additional Director and Chairman of the Company w.e.f. 12th July, 2018.
Reappointment
In accordance with the Articles of Association of the Company and as per statutory requirements, Shri G. K. Satish, Nominee Director, IOCL and Shri T. Natarajan, Nominee Director, GMB would retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. In accordance of provisions of Companies Act, 2013, Shri Shashi Shankar who was appointed as Additional Director (Nominee Director of ONGC), Dr. Jyoti Kiran Shukla who was reappointed as Independent Director, Shri V. K. Mishra who was appointed as Additional Director in the capacity of Director (Finance) of the Company, Shri Sidhartha Pradhan who was appointed as Additional Director (Independent Director) of the Company, Dr. M. M. Kutty who was appointed as Additional Director and Chairman of the Company after the date of last Directorsâ Report shall vacate their offices at the ensuing Annual General Meeting. Necessary notices have been received from them/Member(s) under Section 160 of Companies Act, 2013 proposing their candidature for appointment. The same has also been given at website of the Company at www.petronetlng.com. The Board recommends their appointment. Brief resume of directors seeking appointment and reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in company etc. as stipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given in the annexure to Notice of 20th Annual General Meeting.
Cessation
After the date of last Directorsâ Report i.e. 8th August, 2017 Shri A. K. Misra, Independent Director, ceased to be director of the Company w.e.f. 14th August, 2017 due to completion of his 3 years tenure. Shri D. K. Sarraf ceased to be director (Nominee Director of ONGC) of the Company w.e.f. 1st October, 2017 due to withdrawal of his nomination by the nominating company. Shri Sushil Kumar Gupta ceased to be Independent Director of the Company w.e.f. 15th January, 2018 due to completion of his 3 years tenure. Shri Subhash Kumar ceased to be an Additional Director in the capacity of Director (Finanace) of the Company w.e.f. 1st February, 2018 due to resignation. Shri K. D. Tripathi, Chairman of the Company, ceased to be Director and Chairman of the Company w.e.f. 30th June, 2018 due to his resignation consequent to superannuation on attaining the age of retirement from Ministry of Petroleum and Natural Gas, Government of India. Shri D. Rajkumar ceased to be Director (Nominee Director of BPCL) of the Company w.e.f. 19th July, 2018 due to his resignation and withdrawal of his nomination by the nominating company.
The Board placed on record its sincere appreciation for valuable services rendered and contribution made by above mentioned directors.
Additional Charge
Shri Rajender Singh, Director (Technical), was having additional charge of Director (Finance) from 20th July, 2017 to 4th August, 2017 With the appointment of Shri Subhash Kumar, as Additional Director in the capacity of Director (Finance) w.e.f. 5th August, 2017 the additional charge of Director (Finance) entrusted with Shri Rajender Singh, Director (Technical) was vacated. He was also having additional charge of Director (Finance) from 1st February, 2018 to 17th April, 2018. With the appointment of Shri V. K. Mishra, as Additional Director in the capacity of Director (Finance) w.e.f. 18th April, 2018, the additional charge of Director (Finance) entrusted with Shri Rajender Singh, Director (Technical) was vacated.
Key Managerial Personnel
Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company are:
1. Shri Prabhat Singh, MD&CEO
2. Shri V. K. Mishra, Director (Finance) and CFO (w.e.f. 18th April, 2018)
3. Shri Rajan Kapur, Vice President - Company Secretary (w.e.f. 27th July, 2018)
Following are the changes in Key Managerial Personnel of the Company:
1. Shri R. K. Garg, Director (Finance) and CFO (upto 19th July, 2017)
2. Shri Subhash Kumar, Director (Finance) and CFO (w.e.f. 5th August, 2017 and upto 31st January, 2018)
3. Shri K. C. Sharma, Vice President - Company Secretary (upto 31st January, 2018)#
# Shri Mukesh Gupta, VP (F&A) was officiating Company Secretary and Compliance Officer from 1st February, 2018 to 26th July, 2018.
ANNUAL EVALUATION OF THE BOARD
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. An exercise is being carried out through a structured evaluation process considering various aspects of the Boardâs functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. The Company is in process of adopting all the requirements as stated in SEBI (LODR) Regulations, 2015.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of Companies Act, 2013, Declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
TRAINING OF INDEPENDENT DIRECTORS
The Company has well-defined Training Program for training to Board Members which inter-alia include the various familiarization programs in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/Committee meetings. The details of such familiarization programs have also been posted on the website of the Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, four Board Meetings were held and the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.
AUDIT COMMITTEE
The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
In compliance with the provisions of the Companies Act, 2013, the details of investments made and loans/guarantees provided as on 31st March, 2018 are given in the respective Notes to the financial statements.
INSURANCE
The Company has taken appropriate insurance for all assets against foreseeable perils.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Companyâs future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPTs)
In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The same has been posted on the website of the Company. The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on
Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in section 188 (1) of the Companies Act, 2013 is annexed to this report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013
Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are annexed to this Report.
DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directorsâ Report and is annexed herewith.
HUMAN RESOURCES
The company maintained harmonious and cordial industrial relations. No man days were lost due to strike or lock-out. As on 31st March, 2018, there were 486 employees excluding two Whole-time Directors.
SECRETARIAL AUDIT
M/s A. N. Kukreja, Practicing Company Secretary, was appointed by Board of Director to conduct the Secretarial Audit of the Company for the financial year 2017-18 as required under Section 204 of Companies Act, 2013 and rules thereunder.
A Secretarial Audit Report submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed with this report. Regarding inadequate number of Independent Directors as stated in the Secretarial Audit Report, it is stated that the Company is in the process of finding suitable candidates to be appointed as Independent Directors and the requisite number of Independent Directors will be appointed shortly. Regarding the expenditure on CSR activities, the details in respect of the same along with the reasons for not spending the amount on CSR activities as per the statutory requirements are given in the Annual Report on Corporate Social Responsibility (CSR) which is annexed to the Directorsâ Report.
CORPORATE GOVERNANCE
The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditorsâ Certificate regarding Compliance of the SEBI Code of Corporate Governance, is annexed to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report contains a separate section on Management Discussion and Analysis which is annexed with the Directorsâ Report.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report covering initiatives taken with environmental, social and governance perspective has been prepared in accordance with the directives of SEBI and forms a part of the Annual Report.
INDUSTRIAL RELATIONS
Your Company continued to enjoy cordial and smooth relations amongst all its employees at Dahej and Kochi terminals.
RISK MANAGEMENT
The Company has laid down policies and procedures to inform the Members of the Board about the risk assessment and minimization procedure. A Risk Management Committee periodically reviews the procedures to ensure that Executive Management controls risk through properly defined framework. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behavior, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March, 2018, two complaints were received under Vigil Mechanism and out of which one complaint was resolved and one complaint was pending as on 31st March, 2018.
CODE OF CONDUCT
The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by MD & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is given on the website of the Company.
LISTING ON STOCK EXCHANGES
The Company is listed on the BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid Listing fees for the Financial Year 2017-18 to the above Stock Exchanges in time.
TRANSFER OF AMOUNTS/SECURITIES TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/Unclaimed Dividend account for the financial year 2006-07 to 2009-10 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link - https://www. petronetlng.com/UnpaidDividend.php
Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more were also transferred to IEPF Suspense Account. Detail of the same is available at website of the Company at the following link - https://www.petronetlng.com/PDF/IEPFSuspense.pdf
OTHER DISCLOSURES
No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2017-18:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
During the financial year 2017-18, there was one cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same was also resolved on 5th May, 2018.
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.
STATUTORY AUDITORS
M/s T. R. Chadha & Co., Chartered Accountants LLP, have been appointed by the Shareholders of the Company as Statutory Auditors for the financial year 2017-18.
AUDITORSâ REPORT
The Auditors have submitted an unqualified report for the financial year 2017-18.
COST AUDITOR
The Board of Directors has appointed M/s K. L. Jaisingh & Co., Cost Accountants (Regn. No. 00182) as the Cost Auditor of the Company for the Financial Year 2017-18.
The Cost Audit Report for the year 2016-17 has been filed under XBRL mode on 6th September, 2017
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby states that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
ACKNOWLEDGEMENTS
The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, Engie (erstwhile GDF Suez), RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors, Lenders and the Employees of the Company for their whole-hearted co-operation and unstinted support. The Directors want to express their deep-felt thanks and best wishes to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.
For and on behalf of the Board of Directors
Place : New Delhi (Dr. M. M. Kutty)
Date : August 6, 2018 Chairman
Mar 31, 2017
Dear Shareholders,
The behalf of the Board of Directors, it is our privilege and honour to present the nineteenth Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2017.
PHYSICAL PERFORMANCE
The financial year 2016-17 saw the Company operate its Dahej Terminal at 13.13 million tonnes throughput as compared to 10.96 Million tonnes in the previous year. The demand for LNG was robust.
During the financial year 2016-17, the Dahej Terminal handled 217 LNG Cargoes and supplied 714.25 TBTUs of RLNG. 2840 LNG Road Tankers were also loaded and dispatched.
The utilisation of Kochi Terminal remained extremely low in the absence of pipeline network for gas evacuation.
5 Cargoes (including reload) were handled at the Kochi Terminal during the full year similar to 5 Cargoes during the last year.
FINANCIAL PERFORMANCE
During the financial year 2016-17, your Company achieved a turnover of Rs. 24,616 Crore as against Rs. 27,134 Crore in 2015-16. Inspite of an increase in quantity, the reduction of turnover in value terms is primarily due to reduction in LNG prices and increase in regas service cargoes. The net profit during the year stood at Rs. 1,706 Crore as against Rs. 913 Crore in the previous year. A summary of the comparative financial performance in the fiscal 2016-17 and 2015-16 is presented below:
(Rs. in Crore)
|
Particulars |
2016-17 |
2015-16 |
|
Revenue from operations |
24,616 |
27,134 |
|
Other Income |
347 |
173 |
|
Total Revenue |
24,963 |
27,307 |
|
Cost of LNG imports |
21,417 |
25,076 |
|
Gross Margin |
3,546 |
2,231 |
|
Salary & other operating expenses |
607 |
471 |
|
Finance charges |
210 |
239 |
|
Depreciation |
369 |
322 |
|
Profit before Tax |
2,360 |
1,199 |
|
Tax expenses, including deferred tax |
654 |
286 |
|
Profit after Tax |
1,706 |
913 |
|
Earnings (Rs.) per Share |
22.74 |
12.18 |
DIVIDEND
Keeping in view the financial performance and dividend policy of the Company, the Directors are pleased to recommend a dividend of 50% on the paid-up share capital of the Company for the year ending 31st March, 2017 as compared to 25% in the previous year. The Board of Directors have also approved the issue of bonus share in the ratio of 1:1 i.e. one new bonus equity share for each existing share considering the sound financial position of the Company.
FINANCING OF PROJECTS
Given the strong cash flows of the Company, the expansion of the Dahej project and other capital expenditure was funded entirely with the internal accruals without the need to draw any debt. The relationship with the existing lenders continues to be good.
Your Company has been rated by domestic as well as international agencies. During the year, the Company saw an improvement in its credit metrics leading to an enhancement in its rating outlook from âStableâ to âPositiveâ by CRISIL and ICRA. The International Rating Agency, Moodyâs also rated your Company at Baa3 and pegged it to the sovereign rating of India.
The year past saw the start of supplies from yet another long-term contract that your Company had signed with Mobil Australia Resources Company (MARC) for supplies from the Gorgon project in Australia. Two cargoes were supplied under this agreement during the year and the volumes will ramp up to full capacity during the next year. Although these LNG volumes are primarily destined for the Kochi terminal, MT Prachi carried the volumes from Gorgon and brought these to Dahej as per the requirement of the offtakers.
Supplies under the two long-term contracts with RasGas Liquefied Natural Gas Company (RasGas) of Qatar continued without interruption. A total of 8.50 MMTPA of LNG is contracted under these agreements.
Your Company maintains excellent relationship with LNG suppliers across the world and buys volumes on spot and short-term basis as per the requirement of its offtakers and other market players.
EXPANSION OF THE DAHEJ TERMINAL
Your Company has completed the ongoing expansion project at Dahej by expanding the name plate capacity of the Terminal from 10 MMTPA to 15 MMTPA in the last quarter of 2016. Two storage tanks with a capacity of 1,70,000 (net) m3 each and regasification unit of 5 MMTPA were added in this expansion process. The project was completed at a total cost of Rs. 1999.10 Crore without raising any external debt.
Your Company is in the process of further expansion of Dahej LNG Terminal from 15 MMTPA to 17.5MMTPA and has awarded the EPC Contract for Regasification facilities in July 2016. This project is proceeding as per schedule and is likely to be commissioned in first quarter of 2019.
SHIPPING ARRANGEMENTS
Three LNG ships, namely âDishaâ, âRaahiâ and âAseemâ carry the entire LNG volumes from RasGas under a long term contract to Dahej. Besides Japanese companies, Shipping Corporation of India (SCI) is also an equity partner in the ship-owning companies. All these ships are manned, managed, maintained and operated by SCI. The ships operate on a long-term time charter basis with Petronet as the charterer.
During FY 2016-17, the overall shipping operations at Dahej LNG terminal have run smoothly and the jetty utilization has been very good without any downtime.
The fourth LNG vessel âPrachiâ was delivered on 30th November 2016. Besides Japanese Companies NYK, MOL and K-Line, Shipping Corporation of India (SCI) is an equity partner in the ship-owning companies. PLL has taken 26% equity in this LNG ship. The ship is currently being used to transport LNG from Gorgon, Australia to Dahej / Kochi.
As is the case with the first three ships, the fourth ship is also being manned, managed, maintained and operated by SCI.
During the year, the Kochi terminal continued to operate at a very low capacity utilization due to lack of evacuation pipelines to Bangalore and Mangalore. BPCL-Kochi Refinery was the only major consumer throughout the year and the other customer FACT consumed R-LNG intermittently.
The average capacity utilization during the year was 5.67 %. R-LNG off-take by BPCL is expected to increase in 2017-18 in view of the ongoing commissioning of integrated refinery expansion project.
Other specialized services like cooling down of LNG vessels and storage / reload services were provided by the Kochi terminal during the year. âTaralâ LNG supplies also continued throughout the year with trucks to HLL Lifecare Ltd., Trivandrum.
It is understood that GAIL, the executing agency for the pipelines, has made significant progress in the Kochi -Mangalore section of the pipelineworks and has started work on pipeline laying in a few sections.
NEW BUSINESS INITIATIVES LNG TERMINAL AND POWER PLANT AT SOUTH ANDAMAN
Your Company has signed a Memorandum of Understanding (MoU) with Andaman and Nicobar Administration for establishment of small scale floating LNG Receiving, Storage and Regasification Terminal and Gas based Power Plant at South Andaman. Your Company has initiated pre-project studies like environment impact assessment, geo-technical investigations, marine studies including navigational studies etc., output of which will be used to prepare the detailed feasibility report.
All the above studies are in progress and your Company shall submit a commercial proposal to Andaman and Nicobar Administration for their consideration thereafter.
LNG TERMINAL AT BANGLADESH PROJECT
Your Company has signed a MoU with Petrobangla of Bangladesh for cooperation / collaboration to set up a land based 7.5 MMTPA LNG Receiving, Storage and Regasification Terminal at Kutubdia Island. In continuance of the Memorandum of Understanding (MOU), your Company and Petrobangla have also signed a non-binding Heads of Understanding (HoU) on LNG Terminal Use, during the recent visit of Honâble Prime Minister of Bangladesh to Delhi.
Your Company has initiated pre-project studies such as geotechnical investigations both for land and marine area, marine studies, bathymetry study etc. Also Engineers India Limited has been engaged for preparation of Detailed Feasibility Report (DFR). All the above studies are currently in progress. After completion of above studies and DFR, your Company shall submit a commercial proposal along with terms and conditions to Petrobangla, for their consideration.
LNG TERMINAL AT SRI LANKA
Ministry of Petroleum and Natural Gas and Ministry of External Affairs officials are in discussion with Sri Lankan Authorities for cooperation/collaboration for development of LNG/NG infrastructure in Sri Lanka. Your Company is looking forward to any positive development in this regard.
LNG AS AN AUTOMOTIVE FUEL
Having gained extensive experience in LNG handling capabilities, the Company is taking steps to develop a small scale LNG market in the Country.
As a responsible corporate citizen and in a step towards meeting Indiaâs commitment at COP 21, your Company had taken up an initiative to develop the small scale LNG markets in the Country and has been promoting the environmental friendly âLNGâ as a fuel in Road transportation. With the support from the authorities and Government of India, the first LNG fuelled bus was introduced in Kerala in the month of November 2016.
Your Company has been in discussions with the Ministry of Road Transport and Highways (MoRTH) for formation of rules for establishing LNG as an automotive fuel. Union Minister for Road Transport and Highways has announced the approval for usage of LNG as an automotive fuel and final notification in this regard is expected soon. Discussions with oil marketing companies (OMCâs) are underway to have a collaborative approach for development of the LNG dispensing infrastructure jointly.
LNG AS MARINE FUEL - In relation to water transportation, Petronet plans to provide LNG as marine fuel to LNG powered inland waterway barges, especially for National Waterway 1.
TRAINING CENTER AT KOCHI
LNG is expanding its footprint as a fuel of choice in the Indian sub-continent and, going forward, there will be a huge demand for skilled and trained manpower in this niche technological area. Therefore, your Company is planning to set up a Centre of Excellence in LNG Training at Kochi, one of its kind in this part of the World to develop a talented and skilled pool of professionals.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has developed adequate internal control systems commensurate to its size and business. M/s Ernst & Young, as the Companyâs Internal Auditors, conduct regular audits for various activities. The reports of the Internal Auditors are submitted to the Management and the Boardâs Audit Committee at regular intervals. There is a thorough review of the adequacy of internal control system periodically.
DETAILS OF JOINT VENTURES / ASSOCIATE COMPANIES
A Solid Cargo Port through a Company named Adani Petronet (Dahej) Port Private Ltd., had commenced its operations in August 2010 at the Dahej Port. Solid Cargo Port Terminal has facilities to import/export bulk products like coal, steel and fertilizer. PLL has a 26% equity in this Solid Cargo Company and the balance equity is held by the Adani Group.
PERFORMANCE AND FINANCIAL POSITION OF SOLID CARGO JOINT VENTURE (JV) COMPANY
(Rs. in Lacs)
|
Particulars |
For the year ended 31st March, 2017 |
For the year ended 31st March, 2016 |
|
Revenue |
32,516 |
34,091 |
|
Profit/ (loss) from continuing operations |
6,715 |
5,613 |
|
Other comprehensive income |
(656) |
144 |
|
Total comprehensive income |
6,059 |
5,757 |
|
Companyâs share of total comprehensive income (26%) |
1,575 |
1,497 |
Petronet also owns 3% equity in the vessel MT Aseem which carries LNG from Qatar to Dahej under a long term agreement. During the year, your Company also took a 26% equity stake in the vessel MT Prachi which is on a long term time charter for the Gorgon volumes. India LNG Transport Co. (No. 4) Pvt. Ltd. (âILT4â) is joint venture in which the Company has joint control and a 26% ownership interest. It is one of the Companyâs strategic investments and is primarily engaged in transportation of LNG from Gorgon, Australia to Kochi & Dahej terminals through a LNG cargo vessel. The joint venture has the principal place of business in Singapore.
The Company has made an investment in the equity of India LNG Transport Co. No.(4) Pvt. Ltd. (ILT4) on 13th February, 2017. For the purpose of consolidation, the differential of the acquisition value and fair value of ILT4 (as on the acquisition date) has been accounted as capital reserve. The financial statements of the ILT4 were not available for the period 13th February, 2017 to 31st March, 2017 hence the share of the Company in the profit/ loss of ILT4 for the said period has not been included in the consolidated financial statement as it is not expected to be material.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, your Companyâs engineers have been interacting with industry peers, technology providers and EPC Contractors. They have also been nominated to important national and international seminars. A team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company has incurred outgo in foreign exchange to the extent of Rs. 20,510.07 Crore during the year under review. Foreign exchange earnings during the year were Rs. 62.23 Crore.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT - 9 is attached herewith as Annexure A and is a part of the Boardâs report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company fully understands its responsibility towards the society and has been constantly contributing its bit towards various causes. In its endeavour to be more focused towards its social goals, the Company is developing a more structured approach to enhance access to quality healthcare, enrich the lives of people in the rural communities, environmental causes and enhance the educational quotient in the Country.
The Company is in the process of finalizing short-term, medium-term and long-term strategy to channelize the resources in a manner so as to derive maximum socioeconomic impact from targeted approach. In line with its social goals as enumerated above, the Company has already identified several projects in the areas of Healthcare, Education, Environment, River Surface Cleaning, Agriculture, Swatch Bharat etc. where your Company will spend the annual CSR budget in a progressive manner.
In terms of provisions of Companies Act, 2013, an amount of Rs. 21.60 Crore was required to be utilized on CSR activities. However, only Rs. 4.38 Crore was utilized on account of CSR activities during the financial year. The Company has been transitioning and adopting the new CSR policies / guidelines which have lead to the lower expenditure. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure B and form part of Board Report.
Further, Petronet LNG Foundation, a Company Limited by Guarantee, has been incorporated on 31st March, 2017 by Petronet LNG Limited as a promoter of the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder. This Company will facilitate the promoter to comply with its Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder.
DIRECTORS
1. A) Changes in Directors and Key Managerial Personnel
During the period under review, following are the changes among the Directors:
|
Directors Resigned |
|
|
Name |
Date of Resignation |
|
Shri Debasis Sen, Nominee of IOCL |
31st August, 2016 |
|
Shri S. Varadarajan, Nominee of BPCL |
30th September, 2016 |
|
Mr. Philip Olivier, Nominee of GDFI |
3rd February, 2017 |
|
Mr. Eric Ebelin, Nominee of GDFI |
8th June, 2017 |
|
Shri R.K. Garg |
19th July, 2017 |
The Board placed on record its appreciation for the contributions made by Shri Debasis Sen, Shri S. Varadarajan, Mr. Philip Olivier and Mr. Eric Ebelin.
|
Directors Appointed |
||
|
Name |
Date of Appointment |
|
|
Shri G. |
K. Satish, Nominee of |
21st September, 2016 |
|
IOCL |
||
|
Shri D. Rajkumar, Nominee of |
1st October, 2016 |
|
BPCL |
|
|
Shri T. Natarajan, Nominee of |
21st September, 2016 |
|
GMB/GOG |
|
|
Mr. Eric Ebelin, Nominee of |
13th February, 2017 |
|
GDFI |
|
|
Shri Subhash Kumar |
5th August, 2017 |
2. B) Declaration by Independent Directors
Declaration by all the Independent Director(s) has been obtained stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
An Independent Director may hold office for a term up to a period of three years on the Board of a Company from their respective date of appointment.
3. C) Formal Annual Evaluation of the Board
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. An exercise is being carried out through a structured evaluation process considering various aspects of the Boardâs functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. The Company is in process of adopting all the requirements as stated in SEBI (LODR) Regulations, 2015.
4. D) INDEPENDENT DIRECTORâs MEETING
A meeting of the Independent Directors was held on 22nd March, 2017 without the attendance of Non-independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of executive Directors and Non-executive Directors and assessed the quality, quantity and timeliness of flow of information between the Companyâs management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
KEY MANAGERIAL PERSONNEL
Shri Prabhat Singh, MD&CEO, Shri Subhash Kumar, Director (Finance) and Shri K. C. Sharma, Company Secretary are the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, five Board Meetings were held on 16th May, 2016, 8th July, 2016, 5th September, 2016, 17th November, 2016 and 3th February, 2017. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
The Company has duly constituted an Audit Committee of the Board. The Audit Committee comprises the following Directors as on 31st March, 2017:
1. Shri Arun Kumar Misra, Chairman
2. Shri D.K. Sarraf, Member
3. Shri Sushil Kumar Gupta, Member
All the Members of the Audit Committee are Nonexecutive Directors and two out of three Members namely Shri Arun Kumar Misra and Shri Sushil Kumar Gupta are Independent Directors. The quorum of the Audit Committee is two Members.
The Chairman of the Audit Committee also attended the last Annual General Meeting of the Company.
NOMINATION AND REMUNERATION COMMITTEE
In terms of provisions of Section 178 of Companies Act, 2013 as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted a Nomination and Remuneration Committee. As on 31st March, 2017, the Nomination and Remuneration Committee comprises of the following Directors:
1. Shri Arun Kumar Misra, Chairman
2. Shri D. K. Sarraf, Member
3. Shri Sushil Kumar Gupta, Member
All the Members of Nomination and Remuneration Committee are non-executive Directors and two out of three Members namely Shri Arun Kumar Misra and Shri Sushil Kumar Gupta are Independent Directors.
Policy on Whole-time Directorsâ Appointment and Remuneration
Pursuant to Article no. 109 and 111 of the Articles of Association of the Company, the Board may appoint Managing Director & CEO and other whole-time Directors subject to provisions of Section 203 and, other applicable provisions of the Companies Act.
The Search Committee, as constituted by the Board from time to time, finalizes the qualification, age, experience and other relevant criteria for the position under consideration and the notification for the vacant position is circulated in advance. Based on the suitability of the candidates, the Search Committee of the Board shortlists candidates for personal interaction and recommends potential candidates in order of merit to the Nomination and Remuneration Committee which in turn makes its recommendations to the Board. The final recommendation, with suitable compensation and other terms for appointment, is then approved by the Board, subject to confirmation by the Shareholders in the General Meeting.
Such appointment is for an initial term not exceeding five years at a time, upon such terms and conditions as approved by the Shareholders.
Compensation Policy
A Compensation Benchmarking Survey is periodically done to assess the competitiveness of total remuneration which is being paid to Directors, Key Managerial Personnel and Senior Management.
The outcome of the same is presented before Nomination and Remuneration Committee to assess the reasonableness to attract, retain and motivate Directors and other senior managerial personnel.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
No loans, investment / guarantee have been given by the Company under Section 186 of the Companies Act, 2013.
Insurance
The Company has taken appropriate insurance for all assets against foreseeable perils.
Significant and Material orders passed by or courts
There are no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status and the Companyâs future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain armâs length transactions under third proviso thereto is disclosed in Form No. AOC -2 attached as Annexure C.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013
Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in Annexure D to the Directorsâ Report.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed with the report as Annexure E. Regarding inadequate number of Independent Directors as stated in the Secretarial Audit Report, it is stated that the Company is in the process of finding suitable candidates to be appointed as Independent Directors and the requisite number of Independent Directors will be appointed shortly.
DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directorsâ Report and is attached herewith as Annexure F.
DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
During the year ended 31st March, 2017, no complaint(s) of Sexual Harassment has been received by the Company.
CORPORATE GOVERNANCE CERTIFICATE
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditorsâ Certificate regarding Compliance of the SEBI Code of Corporate Governance, is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report contains a separate section on Management Discussion and Analysis which is a part of the Directorsâ Report.
INDUSTRIAL RELATIONS
Your Company continued to enjoy cordial and smooth relations amongst all its employees at Dahej and Kochi terminals.
RISK MANAGEMENT POLICY
The Company has laid down policies and procedures to inform the Members of the Board about the risk assessment and minimization procedure. A Risk Management Committee consisting of an Independent Director and all the Whole-time Directors periodically reviews the procedures to ensure that Executive Management controls risk through properly defined framework. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behavior, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year ended 31st March, 2017, no complaint has been received under Vigil Mechanism.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DEPOSITS
During the year, your Company did not accept any deposits from the public under Section 73 of the Companies Act, 2013.
STATUTORY AUDITORS
M/s T. R. Chadha & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting (AGM) of your Company and, your Board of Directors has recommended appointment of M/s T.R. Chaddha, Chartered Accountants LLP, as the Statutory Auditors for the financial year 2017-18 subject to the approval of the Members. The appointment will have to be approved by Ordinary Resolution as required under Section 139 of Companies Act, 2013.
AUDITORSâ REPORT
The Auditors have submitted an unqualified report for the financial year 2016-17.
COST AUDITOR
The Board of Directors has appointed M/s K. L. Jaisingh & Co., Cost Accountants (Regn. No. 00182) as the Cost Auditor of the Company for the Financial Year 2017-18.
The Cost Audit Report for the year 2015-16 has been filed under XBRL mode on 29th September, 2016.
ACKNOWLEDGEMENTS
TheBoard of Directors sincerelythanksand wishes toplace on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, Engie (erstwhile GDF Suez), RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors, Lenders and the Employees of the Company for their whole-hearted co-operation and unstinted support. The Directors want to express their deep-felt thanks and best wishes to all the Shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.
For and on behalf of the Board of Directors
Place : New Delhi (K.D. Tripathi)
Date : 8th August, 2017 Chairman
Mar 31, 2016
Dear Shareholders,
On behalf of the Board of Directors, it is our privilege and honour to
present the Eighteenth Annual Report and the Audited Accounts of your
Company for the financial year ended 31st March, 2016.
PHYSICAL PERFORMANCE
The financial year 2015-16 saw the Company operate its Dahej Terminal
at 111% capacity utilization inspite of the challenges faced in the
long term supply agreements. The demand for LNG was robust, albeit at
the current market prices, which led to a discussion and reworking of
the pricing under the long term LNG Contract. The Company was
successfully able to feed the market by processing LNG under spot/short
term deals inspite of the reduction in volumes under the long term
Contract.
During the financial year 2015-16, the Dahej Terminal handled 170 LNG
Cargoes and supplied 566 TBTUs of RLNG. 2224 LNG Road Tankers were also
loaded and dispatched.
The utilisation of Kochi Terminal remained extremely low in the absence
of pipeline network for gas evacuation.
10 Cargoes (including reload) were handled at the Kochi Terminal during
the full year.
FINANCIAL PERFORMANCE
During the year, your Company achieved a turnover of Rs. 27,133 Crore
as against Rs. 39,501 Crore in 2014-15. Inspite of an increase in
quantity, the reduction of turnover in value term is primarily due to
reduction in LNG prices and increase in regas service cargoes. The net
profit during the year stood at Rs. 914 Crore as against Rs. 883 Crore
in the previous year. A summary of the comparative financial
performance in the fiscal 2015-16 and 2014-15 is presented below:
(Rs. in crore)
Particulars 2015-16 2014-15
Revenue from operations 27,133 39,501
Other Income 170 155
Total Revenue 27,303 39,656
Cost of LNG imports 25,076 37,611
Gross Margin 2,227 2,045
Salary & other operating expenses 466 452
Finance charges 239 293
Depreciation 322 315
Profit before Tax 1,200 985
Tax expenses, including deferred tax 286 102
Profit after Tax 914 883
Amount Transferred to Reserves:-
General Reserve 92 89
Debenture Redemption Reserve 78 78
Earnings (Rs.) per Share 12.19 11.77
DIVIDEND
Keeping in view the performance and dividend policy of the Company, the
Directors are pleased to recommend a dividend of 25% on the paid-up
share capital of the Company for the year ending 31st March, 2016.
FINANCING OF PROJECTS
The Company managed its finances well during the financial year
2015-16. The strong cash flows helped your Company to fund the ongoing
capital expenditure from its internal accruals without any need to draw
on the credit lines approved by the banks and financial institutions.
Your Company continues to enjoy good rapport with the lending agencies.
The credit rating of your Company continues to remain unchanged both
from domestic as well as international agencies.
LNG SOURCING
Your Company has long-term supply contracts for LNG imports with
RasGas, Qatar and Mobil Australia Resources Company (MARC), Australia
for 7.5 MMTPA & 1.44 MMTPA respectively. While the LNG supplies from
Qatar commenced in 2004, the Australian LNG from Gorgon is expected to
hit the Indian shores by the end of 2016 or early 2017.
Due to sharp decline in crude prices, the price of LNG under RasGas
long term contract was on the higher side vis-a-vis other term LNG and
spot LNG, leading to lower off-take by consumers. With a view to
mitigate the impact of high priced LNG, your Company along-with
off-takers GAIL, IOCL and BPCL, under the guidance of Ministry of
Petroleum & Natural Gas, undertook the task of price restructuring with
RasGas, Qatar. After a series of meetings, a new pricing mechanism was
agreed to between the parties. Your Company worked relentlessly to
accomplish the goal within a pre-defined time frame and executed the
amendments to the upstream and downstream sale and purchase agreements
with the revised price formula. New prices have become effective w.e.f.
January, 2016. In fact, such price restructuring under a long term
contract is a very unique accomplishment, which your Company could
achieve with its very own strong team as well as guidance from the
Government. Such price reopening is very rarely done in the global LNG
trade.
In the middle of difficulty lies opportunity, as part of the price
restructuring exercise your Company signed another long term deal with
RasGas, Qatar for 1 MMTPA, for a period of about 12 years from 2016 to
2028. The volumes under this contract have been sold to GAIL, IOCL,
BPCL and GSPC and supplies have started w.e.f. January, 2016.
Besides the long-term LNG contracts, your Company also buys LNG on spot
and short-term basis from many international players It is in touch
with the major suppliers and producers to secure LNG at a competitive
price for the Indian markets.
EXPANSION OF DAHEJ TERMINAL
Your Company is further expanding the regasification capacity of its
Dahej Terminal from 10 MMTPA to 15 MMTPA. As on 31st March, 2016, the
expansion project achieved a progress of 94%. Subsequently, the
expansion project is on track and in August, 2016, the Company has
started commissioning activities of the project with certain
incremental send-out of RLNG to its customers, though the full
commissioning of the expanded facility would be completed in the last
quarter of 2016.
FURTHER EXPANISON OF DAHEJ TERMINAL
Your Company is looking at further expansion of Dahej terminal from
15.00 MMTPA to 17.50 MMTPA with addition of one LNG Storage Tank and
2.5 MMTPA Regasification facilities. The Company is in the process of
awarding EPC contracts for both Regasification facilities and LNG
Storage Tank Project.
SHIPPING ARRANGEMENTS
Three LNG ships, namely ''Disha'', ''Raahi'' and ''Aseem'' carry the entire
LNG volume from RasGas under a long- term contract to Dahej. Shipping
Corporation of India (SCI) is an equity partner in the ship-owning
companies and all three ships are manned, managed, maintained and
operated by SCI. The ships operate on a long-term time charter basis.
During FY 2015-16, the overall shipping operations at Dahej LNG
terminal have run smoothly and the jetty utilization has been very good
without any downtime. However, due to low offtake under long-term
contract for certain period during 2015-16, the ship(s) remained
underutilized and consequently, the Company was not able to fully
recover the charter hire payments under the long term contract as of
now. Time Charter costs being pass-through cost to offtakers in the
long run, the Company would be able to recover fully such costs which
would not be recovered this year due to low LNG offtake.
Construction of a ship to carry LNG from Australia under a long-term
agreement is in progress as per schedule. A consortium of companies,
namely, MOL, NYK, K-Line and The Shipping Corporation of India (SCI),
will jointly own this ship. PLL has a right to subscribe upto 26%
equity in this LNG ship. The ship will be delivered to PLL in November
2016 and will be used primarily to transport LNG from Gorgon, Australia
to Kochi.
As is the case with the first three ships, the fourth ship will also be
manned, managed, maintained and operated by SCI.
LNG TERMINAL AT KOCHI
During the year Kochi terminal operated at very minimum levels due to
lack of evacuation pipelines to Bangalore and Mangalore. Only Phase I
pipeline was operational and for most part of the year, BPCL-Kochi
Refinery was the only major consumer.
The average capacity utilization during the year was only 3%. Some
value added services like storage & reloading, GUCD (Gassing Up and
Cooling Down) as well as LNG bunkering services were also provided
during this year. There has been very little physical progress in
KKBMPL Phase II pipeline activities in the year as the pipeline to
connect to Bangalore via Tamil Nadu was under litigation and the
pipeline to connect to Mangalore, which is to be laid entirely within
Kerala by GAIL, is under re-tendering stage.
NEW BUSINESS INITIATIVES
Having gained extensive experience in LNG handling capabilities, the
Company is taking steps to develop a small scale LNG market in the
Country. The initiatives undertaken by your Company towards this new
concept are briefly explained below:
(a) LNG Bunkering: Your Company has already showcased its ability for
providing LNG as bunker fuel to LNG powered ships from the Kochi LNG
terminal.
(b) LNG through trucks: Your Company is supplying LNG through trucks
from Dahej as well as Kochi. Your Company is in further discussions
with various potential industrial customers who are not connected with
pipeline for supplies of LNG by road tankers.
(c) LNG as automotive fuel: For land transportation, your Company plans
to provide LNG as automotive fuel for heavy duty trucks by setting up
LNG dispensing stations on major highways.
(d) LNG as marine fuel: In relation to water transportation, PLL plans
to provide LNG as marine fuel to LNG powered inland waterway barges,
especially for National Waterway 1.
(e) LNG powered locomotive: Your Company is also in discussion with
railway authorities to introduce LNG powered locomotive in India.
Possibility of utilizing the cold energy by setting up cryogenic ware
house for refrigerated storage of various products is being worked out.
Your Company has also initiated pre-project activities in this regard
and has made provision in process plant to install equipment in future.
The Company has prepared a Feasibility Report for setting up a
satellite LNG regasification terminal, alongwith a power generation
plant, at Port Blair. The facility may also have provision to supply
regasified LNG for city gas distribution and industrial ancillary
units. An MoU in this regard has been signed with Andaman & Nicobar
Administration.
The Company is also exploring possibility of setting up of LNG Terminal
outside India and is in discussion with a few of our neighboring
countries viz. Srilanka and Bangladesh.
Training Center at Kochi
LNG is expanding its footprint as a fuel of choice in the Indian
sub-continent and, going forward, there will be a huge demand for
skilled and trained manpower in this niche technological area.
Therefore, your Company is planning to use infrastructure at Kochi
Terminal for setting up a Centre of Excellence in LNG Training, one of
its kind in this part of World to develop a talented skilled pool of
professionals. The Company has already completed several activities
like Training Curriculum, Faculty Development, Infrastructure Planning
etc. and it is expected to commission the Training Centre during the
next financial year.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company has developed adequate internal control systems
commensurate to its size and business. PLL has appointed M/s Ernst &
Young as Internal Auditors, who conduct regular audits for various
activities. The reports of the Internal Auditors are submitted to the
Management and the Board''s Audit Committee. There is a thorough review
of the adequacy of internal control system.
DETAILS OF JOINT VENTURES/ASSOCIATE COMPANIES
A Solid Cargo Port through a Company namely Adani Petronet (Dahej) Port
Private Ltd., had commenced its operations in August 2010 at Dahej
Port. Solid Cargo Port Terminal has facilities to import/export bulk
products like coal, steel and fertilizer. PLL has 26% equity in this
Solid Cargo Company and the balance equity is held by the Adani Group.
PERFORMANCE AND FINANCIAL POSITION OF SOLID CARGO JOINT VENTURE (JV)
COMPANY
The financial highlights of solid cargo JV Company for the year ended
31st March, 2016 are as under:
(Rs. In Crore)
Particulars 31st March, 31st March,
2016 2015
Revenue from Operations 344.31 484.68
Other Income 8.36 6.44
Total Income 352.67 491.12
Operating Expenses 104.05 154.27
Employee benefits expenses 11.98 10.50
Depreciation and 67.91 52.70
amortization expense
Finance Cost 63.35 55.14
Other expenses 15.89 17.33
Total Expenses 263.18 289.94
Profit Before Tax 89.49 201.18
Tax expenses 33.72 115.54
Net Profit for the year 55.77 85.64
The cargo handling operations at the port are fairly mechanized and
port is well connected with road and railway. The cargo handled
comprises steam coal, rock phosphate and project cargo etc. Due to
challenging developments in the domestic coal mining sector, there has
been a major decrease in import of coal into the Country. This has
affected the throughput of the port which has experienced a decline.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
All possible measures have been undertaken successfully by your Company
to achieve the desired objective of energy conservation and technology
upgradation. In order to ensure optimum conservation of energy and
absorption of technology, your Company''s engineers have been
interacting with industry peers, technology providers and EPC
Contractors. They have also been nominated to important national and
international seminars. A team has closely worked with Project
Consultant and EPC Contractors in all phases of designing and
construction of Dahej and Kochi LNG Terminals.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company has incurred outgo in foreign exchange to the extent of
Rs. 23,165 Crore during the year under review. Foreign exchange
earnings during the year were Rs. 350 Crore.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT - 9 is attached
herewith as Annexure A and is a part of the Board''s report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company fully understands its responsibility towards the society
and has been constantly contributing its bit towards various causes. In
its endeavour to be more focused towards its social goals, the Company
is developing a more structured approach to enhance access to quality
healthcare, enrich the lives of people in the rural communities,
environmental causes and enhance the educational quotient in the
country.
The Company is in process of finalizing short-term, medium- term and
long-term strategy to channelize the resources in manner so as to
derive maximum socio-economic impact from targeted approach. In line
with its social goals as enumerated above, the Company has already
identified several projects in the areas of Healthcare, Education,
Environment, River Surface Cleaning, Agriculture, Swatch Bharat etc.
where your Company will spend the annual CSR budget in a progressive
manner.
In terms of provisions of Section 135 of Companies Act, 2013 and rules
made thereunder, an amount of Rs. 25.06 Crore was required to be
utilized on CSR activities. However, only Rs. 5.96 Crore was utilized
on account of CSR activities during the financial year. The guidelines
for the expenditure on CSR activities are fairly recent and the Company
has been transitioning and adopting the new CSR policies/guidelines
which lead to the lower expenditure. The disclosure as per Rule 9 of
Companies (Corporate Social Responsibility Policy) Rules, 2014 is
attached herewith as Annexure B and form part of Board Report.
DIRECTORS
A) Changes in Directors and Key Managerial Personnel
During the year under review, following are the changes among the
Directors:
Directors Resigned
Name Date of Resignation
Dr. A. K. Balyan 15th July, 2015
Shri B. C. Tripathi, Nominee of GAIL 19th November, 2015
Shri Atanu Chakraborty, Nominee 11th April, 2016
of GMB
The Board placed on record its appreciation for the contributions made
by Dr. A. K. Balyan, Shri B. C. Tripathi and Shri Atanu Chakraborty.
Directors Appointed
Name Date of Appointment
Shri Prabhat Singh 14th September, 2015
Shri Subir Purkayastha, Nominee 1st December, 2015
of GAIL
B) Declaration by Independent Directors
Three Independent Directors namely Shri Arun Kumar Misra, Shri Sushil
Kumar Gupta and Dr. Jyoti Kiran Shukla were appointed to the Board.
Declaration by all the Independent Director(s) has been obtained
stating that they meet the criteria of independence as provided in sub-
section (6) of Section 149 of the Companies Act, 2013.
An Independent Director may hold office for a term up to a period of
three years on the Board of a Company from their respective date of
appointment.
C) Formal Annual Evaluation of the Board
The Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and individual Directors, including
Chairman of the Board. The exercise would be carried out through a
structured evaluation process considering various aspects of the
Board''s functioning such as composition of Board and Committees,
experience and competencies, performance of specific duties and
obligations, contribution at the meetings and otherwise, independent
judgment, governance issues etc. The Independent Directors evaluated
the performance of the entire Board. However, the Company is in process
of adopting all the requirements as stated in SEBI (LODR) Regulations,
2015.
D) INDEPENDENT DIRECTOR''s MEETING
A meeting of the Independent Directors was held on 28th March, 2016
without the attendance of Non- Independent Directors and members of the
management. The Independent Directors reviewed the performance of the
non-independent Directors and the Board as a whole, the performance of
the Chairperson of the Company, taking into account the views of
executive Directors and non- executive Directors and assessed the
quality, quantity and timeliness of flow of information between the
Company''s management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
KEY MANAGERIAL PERSONNEL
Shri Prabhat Singh, MD&CEO, Shri R. K. Garg, Director (Finance) and
Shri K. C. Sharma, Company Secretary are the Key Managerial Personnel
of the Company in terms of Section 203 of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, six Board Meetings were held on 25th April, 2015, 30th
July, 2015, 19th October, 2015, 10th December, 2015, 10th February,
2016 and 28th March, 2016. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013 and also as
per SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
AUDIT COMMITTEE
The Company has duly constituted an Audit Committee of the Board. The
Audit Committee comprises the following Directors as on 31st March,
2016:
1 Shri Arun Kumar Misra, Chairman
2 Shri D. K. Sarraf, Member
3 Shri Sushil Kumar Gupta, Member
All the Members of the Audit Committee are non-executive Directors and
two out of three Members are Independent Directors namely Shri Arun
Kumar Misra and Shri Sushil Kumar Gupta. The quorum of the Audit
Committee is two Members.
The Chairman of the Audit Committee also attended the last Annual
General Meeting of the Company held on 24th September, 2015.
NOMINATION AND REMUNERATION COMMITTEE
In terms of provisions of Section 178 of Companies Act, 2013 as well as
the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors has constituted a Nomination and
Remuneration Committee. As on 31st March, 2016, the Nomination and
Remuneration Committee comprises of the following Directors:
1. Shri Arun Kumar Misra, Chairman
2. Shri D. K. Sarraf, Member
3. Shri Sushil Kumar Gupta, Member
All the Members of Nomination and Remuneration Committee are
non-executive Directors and two out of three Members are Independent
Directors namely Shri Arun Kumar Misra and Shri Sushil Kumar Gupta.
Policy on Whole-time Directors'' Appointment and Remuneration
Pursuant to Article no. 109 and 111 of the Articles of Association of
the Company, the Board may appoint Managing Director & CEO and other
whole-time Directors subject to provision of Section 203 and other
applicable provisions of the Act.
The Search Committee, as constituted by the Board from time to time,
finalizes the qualification, age, experience and other relevant
criteria for the position under consideration and the notification for
the vacant position is circulated in advance. Based on the suitability
of the candidates, the Search Committee of the Board shortlists
candidates for personal interaction and recommends potential candidates
in order of merit to Nomination and Remuneration Committee which in
turn makes its recommendations to the Board. The final recommendation,
with suitable compensation and other terms for appointment, is then
approved by the Board, subject to confirmation by the Shareholders in
the General Meeting.
Such appointment is for an initial term not exceeding five years at a
time, upon such terms and conditions as approved by the Shareholders.
Compensation Policy
A Compensation Benchmarking Survey is periodically done to assess the
competitiveness of total remuneration which is being paid to Directors,
Key Managerial Personnel and Senior Management.
The outcome of the same is presented before Nomination and Remuneration
Committee to assess the reasonableness to attract, retain and motivate
Directors and other senior managerial personnel. Based on the latest
exercise conducted during this year, a revised compensation structure
has been implemented w.e.f 01.04.2015 for all the employees including
Directors, Key Managerial Personnel and Senior Management Team.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
No loans, investment / guarantee have been given by the Company under
Section 186 of the Companies Act, 2013.
Insurance
The Company has taken appropriate insurance for all assets against
foreseeable perils.
Significant and Material orders passed by or courts
There are no significant and material orders passed by the Regulators,
courts or Tribunals which would impact the going concern status and the
Company''s future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto is disclosed in Form No. AOC
-2 attached as Annexure C.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT,
2013
Pursuant to provisions of Section 197 of the Companies Act, 2013, read
with the Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the names and other particulars of
employees are set out in Annexure D to the Directors'' Report.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report submitted by M/s A. N. Kukreja, a Company
Secretary in practice, is annexed with the report as Annexure E.
Regarding inadequate number of Independent Directors as stated in the
Secretarial Audit Report, it is stated that the Company is in the
process of finding suitable candidates to be appointed as Independent
Directors and the requisite number of Independent Directors will be
appointed shortly.
DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
The ratio of remuneration of each Director to the median employees
remuneration and such other details in terms of Section 197 (12) of
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of
Directors'' Report and is attached herewith as Annexure F.
DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
During the year ended 31st March, 2016, no complaint(s) of Sexual
Harassment has been received by the Company.
CORPORATE GOVERNANCE CERTIFICATE
As required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Report on Corporate Governance,
together with Auditors'' Certificate regarding Compliance of the SEBI
Code of Corporate Governance, is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report contains a separate section on Management Discussion
and Analysis which is a part of the Directors'' Report.
INDUSTRIAL RELATIONS
Your Company continued to enjoy cordial and smooth relations amongst
all its employees at Dahej and Kochi terminals.
RISK MANAGEMENT POLICY
The Company has laid down policies and procedures to inform the Members
of the Board about the Risk Assessment and Minimization Procedure. A
Risk Management Committee consisting of an Independent Director and all
the Whole-time Directors periodically reviews the procedures to ensure
that Executive Management controls risk through properly defined
framework. The risk assessment framework encompasses, inter-alia,
methodology for assessing risks on an ongoing basis, risk
prioritization, risk mitigation, monitoring plan and comprehensive
reporting system.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Board of Directors of the Company has approved the Vigil Mechanism
in terms of provisions of Section 177 of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 for Directors and employees of the Company to report, to the
management, concerns about unethical behavior, actual or suspected
fraud or violation of the policy. The same has also been hosted on the
website of the Company. During the year ended 31st March, 2016 no
complaint has been received under Vigil Mechanism.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for that period;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern
basis;
(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
DEPOSITS
During the year, your Company did not accept any deposits from the
public under Section 73 of the Companies Act, 2013.
STATUTORY AUDITORS
M/s T R. Chadha & Co., Chartered Accountants, will retire at the
ensuing Annual General Meeting (AGM) of your Company and being
eligible, offer themselves for re-appointment. The re-appointment, if
made, for the financial year 2016-17, will have to be approved by
Ordinary Resolution as required under Section 139 of Companies Act,
2013.
AUDITORS'' REPORT
Auditor has submitted an unqualified report for the financial year
2015-16.
COST AUDITOR
The Board of Directors has appointed M/s K. L. Jaisingh & Co. as the
Cost Auditor of the Company for the Financial Year 2016-17.
The Cost Audit Report for the year 2014-15 has been filed under XBRL
mode on 6th October, 2015.
ACKNOWLEDGEMENTS
The Board of Directors sincerely thanks and wishes to place on record
its appreciation of the Ministry of Petroleum and Natural Gas,
Government of India, State Governments of Gujarat and Kerala, Promoters
of the Company, Engie (erstwhile GDF Suez), RasGas, Exxon Mobil and
other LNG suppliers, gas off-takers and consumers of re-gasified LNG,
Auditors, Lenders and the Employees of the Company for their
whole-hearted co-operation and unstinted support. The Directors want to
express their deep-felt thanks and best wishes to all the Shareholders
for the continued support and the trust they have reposed in the
Management. The Directors look forward to a better future and further
growth of your Company.
For and on behalf of the Board of Directors
Place : New Delhi (K.D. Tripathi)
Date : 19th August, 2016 Chairman
Mar 31, 2015
Dear Members,
On behalf of the Board of Directors, it is our privilege and honour to
present the seventeenth Annual Report and the Audited Accounts of your
Company for the financial year ended 31st March, 2015.
PHYSICAL PERFORMANCE
Inspite of challenges being faced in the international LNG markets due
to a sharp decline in the prices of crude oil, your Company was able to
achieve the utilization of the Dahej terminal at its nameplate capacity
of 10 MMTPA. The LNG prices in the spot markets declined sharply due
to the declining crude prices. However, the prices under the long-term
contract, which have benefitted the Indian consumers for the past
decade, will take longer time to align with the current market prices
due to the formula of the contract. This has led to a decline in the
RLNG off-take by the Petronet off-takers - GAIL, IOCL and BPCL - citing
low acceptability of the RLNG prices among their consumers. This low
off-take situation is expected to continue in the next year. Company
is, therefore, urgently working on plans to alleviate the situation.
During the financial year 2014-15, Dahej Terminal handled 154 LNG
cargoes and supplied 520.78 TBTUs of re-gasified LNG, 2666 LNG road
tankers were loaded and dispatched during the year under review.
A highlight of the year was berthing of a Q-Max cargo at the Dahej
Terminal. A Q-Max cargo is the largest available LNG vessel in the
World today and can carry upto 260,000 cubic meters of LNG which is
almost double of the conventional cargo size. With the receipt of a
Q-Max cargo at Dahej during December 2014, your Company established
another benchmark demonstrating versatile technical capability to
handle cargos of a variety of sizes. Prior to this, the Dahej terminal
had been regularly receiving the Q-Flex cargos carrying 210,000 cubic
meters of LNG.
Kochi Terminal completed its first full year of operations since
commissioning. Limited availability of the pipeline network for gas
evacuation remains a concern leading to the plant operating at very low
capacity utilization. 6 cargoes (including 2 re-load cargoes) were
brought to the Kochi Terminal during the full year.
FINANCIAL PERFORMANCE
During the period 2014-15, your Company achieved its highest ever
turnover of Rs. 39,501 Crores as against Rs. 37,748 Crores in 2013-14,
the net profit during the year stood at Rs. 883 Crores as against Rs.
712 Crores in the previous year. The capacity utilization at the Dahej
Terminal was 102.1% during the year under review, while the Kochi
Terminal operated at a capacity utilization of 2.1%. A summary of the
comparative financial performance in the fiscal 2014-15 and 2013-14 is
presented below:
(Rs. in crore)
Particulars 2014-15 2013-14
Revenue from operations 39,501 37,748
Other Income 155 84
Total Revenue 39,656 37,832
Cost of LNG imports 37,611 35,849
Gross Margin 2,045 1,983
Salary & other operating expenses 452 400
Finance charges 293 220
Depreciation 315 308
Profit before Tax 985 1055
Tax expenses, including deferred tax 102 343
Profit after Tax 883 712
Amount Transferred to Reserves:-
General Reserve 89 72
Debenture Redemption Reserve 78 15
Earnings (Rs.) per Share 11.77 9.49
DIVIDEND
Keeping in view the performance and dividend policy of the Company, the
Directors are pleased to recommend a dividend of 20% on the paid-up
share capital of the Company for the year ending 31st March, 2015.
FINANCING OF PROJECTS
Petronet has been able to raise the required debt for its large capital
expenditure since its formation. The initial Dahej project of 5 MMTPA
capacity, its expansion to 10 MMTPA, the Kochi LNG Terminal, the second
jetty and now further expansion of the Dahej terminal to 15 MMTPA have
required substantial borrowings - both in Indian Rupees as well as in
foreign currency.
Best CFO Award being received by Shri R. K. Garg, Director (Finance)
Taking advantage of the availability of cheaper options in the markets,
your Company refinanced its Rupee term loans by substituting these with
low cost Rupee Bonds in the Indian markets for an amount of Rs. 1,000
crore. These initiatives show the strength of the balance sheet of your
Company, its credibility and the good relationship it enjoys with the
lending community.
Inspite of the challenging times, your Company has maintained its high
credit rating with the domestic as well as international rating
agencies.
LNG SOURCING
You are aware that your Company has signed long-term supply contracts
for LNG imports with RasGas, Qatar and Mobil Australia Resources Company
(MARC), Australia. While the LNG supplies from Qatar commenced in 2004,
the Australian LNG from Gorgon is expected to hit the Indian shores in
2016. Due to sharp decline in crude prices, the price of LNG under
RasGas long term contract having linkage to 60 months JCC average is on
the higher side vis- a-vis other term LNG and spot LNG leading to lower
off-take by consumers. Your Company is working to mitigate impact of
high priced LNG due to sharp decline of crude oil prices along-with
off-takers GAIL, IOCL and BPCL.
Visit of MD & CEO of Ras Gas at Kochi Terminal
Besides the long-term LNG contracts, your Company also buys LNG on spot
and short-term basis from many international players. It is always in
touch with the suppliers to secure LNG at an affordable price for the
Indian markets.
FURTHER EXPANSION OF DAHEJ TERMINAL
You are aware that the Dahej LNG Terminal is being further expanded
from 10 MMTPA to 15 MMTPA. As on 31st March, 2015, the expansion
project has achieved 56.05% progress. The construction activities
continue as planned and the project is expected to be completed by end
2016.
Your Company is looking at further expansion of Dahej terminal to 17.50
MMTPA and is in process of finalising business model for the same.
Detailed Feasibility Report has been prepared and Front End Engineering
design is under progress.
SHIPPING ARRANGEMENTS
Three LNG ships, namely 'Disha', 'Raahi' and 'Aseem' carry the entire
LNG volume from RasGas under a long-term contract to Dahej. Shipping
Corporation of India (SCI) is an equity partner in the ship-owning
companies and all three ships are manned, managed, maintained and
operated by SCI. The ships operate on a long-term time charter basis.
During FY2014-15, the overall shipping operations at Dahej LNG terminal
have run smoothly and the jetty utilization has been very good without
any downtime.
Construction of a ship to carry LNG from Australia under a long-term
agreement is in progress as per schedule. A consortium of companies,
namely, MOL NYK, K-Line and The Shipping Corporation of India (SCI),
will own this ship. PLL has right to subscribe upto 26% equity in this
LNG ship. The ship will be delivered to PLL in November 2016 and will
be used primarily to transport LNG from Gorgon, Australia to Kochi.
As is the case with the first three ships, the fourth ship will also be
manned, managed, maintained and operated by SCI.
LNG TERMINAL AT KOCHI
Kochi terminal continued to operate at low loads due to lack of
evacuation pipelines with no substantial progress in Phase II pipelines
work. There are very few customers being serviced as of now with Phase
I of the pipeline network, limited to only about 45 Kms. Until Phase II
segment of the pipeline is completed, the terminal capacity will
continue to be grossly underutilized.
To enhance the capacity utilization at Kochi, your Company has been
trying to offer innovative solutions to international LNG players.
During the year under review, the Company offered and undertook new
value added activities relating to unload and re-export of LNG, cool
down, gassing up and bunkering fuel.
A total of four cargoes were unloaded during the year. Two such cargoes
were re-exported during the year. As part of providing more value added
activities, Kochi terminal also successfully provided LNG as bunker to
a small vessel. Gassing up and Cooling down activities have also been
carried out in the month of April 2015.
EAST COAST TERMINAL AT GANGAVARAM
Your Company initiated the process to revalidate the demand and the
commercial structure for the proposed terminal at Gangavaram. Primary
market assessment has been carried out. Discussions on pipeline
connectivity with the pipeline owners have continued. Many
international LNG suppliers have shown interest to participate in this
project. Your Company is in the process to have a robust commercial
structure in place before seeking approval of the Board to committing
funds to this project. The Company is, however, bullish on the demand
potential of that region and believes that it is best suited to set up
the terminal and serve the consumers in that region.
DIRECT MARKETING OF LNG THROUGH ROAD TANKERS
The first direct customer of your Company for supply of LNG by road
tankers is Hindustan Lifecare Ltd (HLL), Trivandrum and supplies have
commenced from September 2014. Your Company is in discussions with
other potential industrial customers who are not connected with
pipeline for supplies of LNG by road tankers.
Inaugration of LNG supply by road to HLL
WIND POWER PROJECT IN GUJARAT
The Company is making efforts to reduce and optimize the power
consumption which is the major operating cost in re-gasification
terminal at Dahej. At the same time, PLL is promoting renewable energy
for the reduction of carbon footprints and envisages environment
friendly energy generation. The Company is in the process of
implementing a 40 MW Wind Power Project in Gujarat for captive use of
Dahej LNG terminal.
The pre-project activities have already begun. The project will reduce
the expenses on power consumption and is likely to be a profitable
investment with a shorter payback period.
FUTURE PLANS
Your Company is looking at innovative ways to integrate along the LNG
value chain. It is seen that a significant amount of energy is spent at
the Natural Gas liquefaction plants for converting natural gas into LNG
by the LNG producing countries. There is a potential for recovery of
such energy at LNG re-gasification terminals. Your Company has also
initiated steps in this regard and has begun pre-project activities for
setting up of an Air Separation Unit (ASU) to produce liquid gases such
as Liquid Nitrogen, Liquid Oxygen and Liquid Argon. An ASU integrated
with an LNG re-gasification terminal consumes 50% less energy vis-a-vis
a stand- alone ASU. Another possibility of utilizing the above cold
energy is by setting up cryogenic ware house for refrigerated storage of
various products. Your Company has also initiated pre-project activities
in this regard.
Signing of C2-C3 Extraction Agreement between GAIL, ONGC & PLL
The Company has prepared a Detailed Feasibility Report for setting up a
satellite LNG regasification terminal, alongwith a power generation
plant, at Port Blair. The facility will also have provision to supply
regasified LNG for city gas distribution and industrial ancillary
units. It will sign a Memorandum of Understanding with Government of
Andaman & Nicobar for joint venture formation and Power Purchase
Agreement.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company has developed adequate internal control systems commensurate
to its size and business. PLL has appointed M/s Ernst & Young as
Internal Auditors, who conduct audits for various activities. The
reports of the Internal Auditors are submitted to the Management and the
Board's Audit Committee. There is a thorough review of the adequacy of
internal control system.
DETAILS OF JOINT VENTURES / ASSOCIATE COMPANY(S)
A Solid Cargo Port through a Joint Venture Company namely Adani
Petronet (Dahej) Port Private Ltd., had commenced its operations in
August 2010 at Dahej Port. Solid Cargo Port Terminal has facilities to
import/export bulk products like coal, steel and fertilizer. PLL has
26% equity in this Joint Venture along with the Adani Group.
PERFORMANCE AND FINANCIAL POSITION OF JOINT VENTURE COMPANY
The financial highlights of solid cargo company for the year ended 31st
March, 2015 was as under:
(Rs. In Crore)
Particulars 31st March, 31st March,
2015 2014
Revenue from Operations 484.68 288.83
Other Income 6.44 9.64
Total Income 491.12 298.47
Operating Expenses 155.37 101.35
Employee benefits 10.50 9.28
expenses
Depreciation and 52.70 48.75
amortization expense
Finance Cost 55.14 83.99
Other expenses 16.23 10.58
Total Expenses 289.94 253.95
Profit Before Tax 201.18 44.52
Tax expenses 115.54 31.79
Net Profit for the year 85.64 12.73
The cargo handling operations at the port is fairly mechanized and port
is well connected with road and railway. The cargo handled comprises of
steam coal, rock phosphate and project cargo etc. The key aspects of
company's performance during the financial year 2014-15 are as follows:
* Solid Cargo volume increased by 57% from 7.89 mmt in FY 2013-14 to
12.42 mmt in FY 2014-15.
Solid Cargo Port of Adani Petronet at Dahej
* Total number of vessels handled at Dahej Solid Cargo Port was 182
during FY 2014-15 as against 123 for FY 2013-14; a growth of 48% year
on year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
All possible measures have been undertaken successfully by your Company
to achieve the desired objective of energy conservation and technology
upgradation. In order to ensure optimum conservation of energy and
absorption of technology, your Company's engineers have been interacting
with industry peers, technology providers and EPC Contractors. They have
also been nominated to important national and international seminars. A
team has closely worked with Project Consultant and EPC Contractors in
all phases of designing and construction of Dahej and Kochi LNG
Terminals.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company has incurred expenditure in foreign exchange to the extent
of Rs. 37,653 Crore during the year under review. Foreign exchange
earnings during the year were Rs. 441 Crore.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT - 9 is attached
herewith as Annexure A and is a part of the Board's report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Petronet Limited Ltd., as responsible Corporate has been undertaking
Socio-Economic Development Projects/ Programs and also supplementing
the efforts of the local institutions/NGOs/local
Government/implementing agencies in the field of Education, Healthcare,
Community Development, Entrepreneurship etc. to meet priority needs of
the marginalized and underserved communities with the aim to help them
to become self-reliant. These efforts are being undertaken preferably
in the local area and areas around our work centers/ project sites.
In terms of provisions of Companies Act, 2013, an amount of Rs. 28.84
Crore was required to be utilized on CSR activities. However, only Rs.
4.24 Crore was utilized on account of CSR activities during the
financial year. You are aware that the guidelines for the expenditure on
CSR activities are fairly recent and the Company has been transitioning
and adopting the new CSR policies / guidelines which lead to the lower
expenditure. The Company is in a continuous process of finding and
evaluating various large projects for taking up/spending required amount
on account of CSR activities.
The disclosure as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is attached herewith as Annexure B
and form part of Board Report.
DIRECTORS
A) Changes in Directors and Key Managerial Personnel
During the year under review, following are the changes among the
Directors:
Directors Resigned
Name Date of
Resignation
Shri B. C. Bora, Independent Director 29th June, 2014
Shri Ashok Sinha, Independent Director 29th June, 2014
Shri A M K Sinha, Nominee of IOCL 1st August, 2014
Shri R. Ram Mohan, Nominee of 25th August, 2014
Lenders
Shri Tapan Ray, Nominee of GMB/GOG 8th October, 2014
The Board placed on record its appreciation for the contributions made
by Shri B. C Bora, Shri Ashok Sinha, Shri A. M. K. Sinha, Shri R. Ram
Mohan and Shri Tapan Ray.
Directors Appointed
Name Date of
Appointment
Shri Arun Kumar Misra, 14th August, 2014
Independent Director
Shri Debasis Sen, Nominee of 21st October, 2014
IOCL
Shri Sushil Kumar Gupta, 15th January, 2015
Independent Director
Shri Atanu Chakraborty, Nominee 23rd February, 2015
of GMB/GOG
Dr. Jyoti Kiran Shukla, 31st March, 2015
Independent Director
B) Declaration by Independent Directors
During the year, three Independent Directors namely Shri Arun Kumar
Misra, Shri Sushil Kumar Gupta and Dr. Jyoti Kiran Shukla were appointed
to the Board. Declaration by all the Independent Director(s) has been
obtained stating that they meet the criteria of independence as provided
in sub-section (6) of Section 149 of the Companies Act, 2013.
An Independent Director will hold office for a term up to a period of
three years on the Board of a Company from their respective date of
appointment.
C) Formal Annual Evaluation of Board
As required under the relevant provisions of the Companies Act 2013,
Company has a process for evaluation of the Board, its committees and
individual Directors. However, Company is in the process of laying down
the specific criteria for evaluation of performance of the entire Board
and members.
The evaluation is proposed to be made on the following parameters;
1. Composition & Quality
2. Understanding the Business, including Risks
3. Process & Procedures
4. Oversight of the Financial Reporting Process, including Internal
Controls
5. Oversight of Audit Functions
6. Ethics & compliance
7. Monitoring Activities
8. Overall evaluation
KEY MANAGERIAL PERSONNEL
Dr. A. K. Balyan, MD & CEO, Shri R. K. Garg, Director (Finance) and
Shri K. C. Sharma, Company Secretary are the Key Managerial Personnel
of the Company in terms of Section 203 of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, four Board Meetings were held on 30th April 2014, 4th
August 2014, 7th November, 2014 and 5th February, 2015. The intervening
gap between the meetings was within the period prescribed under the
Companies Act, 2013 and also as per Listing Agreement.
AUDIT COMMITTEE
The Company has duly constituted an Audit Committee of the Board. The
Audit Committee comprises of the following Directors as on 31st March,
2015:
1 Shri Arun Kumar Misra, Chairman
2 Shri D. K. Sarraf, Member
3 Shri Sushil Kumar Gupta, Member
All the Members of the Audit Committee are Non-executive Directors and
two out of three Members are Independent Directors namely Shri Arun
Kumar Misra and Shri Sushil Kumar Gupta. The quorum of the Audit
Committee is two Members.
The then Chairman of the Audit Committee also attended the last Annual
General Meeting of the Company held on 18th September, 2014.
NOMINATION AND REMUNERATION COMMITTEE
In terms of provisions of Section 178 of Companies Act, 2013 as well as
the Listing Agreement, Board of Directors has constituted a Nomination
and Remuneration Committee. As on 31st March, 2015, the Nomination and
Remuneration Committee comprises of the following Directors:
1. Shri Arun Kumar Misra, Chairman
2. Shri D. K. Sarraf, Member
3. Shri Sushil Kumar Gupta, Member
All the Members of Nomination and Remuneration Committee are
Non-executive Directors and two out of three Members are Independent
Directors namely Shri Arun Kumar Misra and Shri Sushil Kumar Gupta.
Policy on Directors' Appointment and Remuneration
Pursuant to Article no. 109 and 111 of the Articles of Association of
the Company, the Board may appoint Managing Director & CEO and other
Whole-time Directors subject to provision of Section 203 and other
applicable provisions of the Act.
The Search Committee, as constituted by the Board from time to time,
finalizes the Qualification, Age, experience and other relevant
criteria like experience etc. for the position under consideration and
the notification for the vacant position is circulated. Based on the
suitability of the candidates, the Search Committee of the Board
shortlists candidates for personal interaction and recommend potential
candidates in order of merit to Nomination and Remuneration Committee
which in turn makes its recommendation to the Board. The final
recommendation with suitable compensation and other terms for
appointment is then approved by the Board subject to confirmation by
the shareholders in the general meeting.
Such appointment is for a fixed term not exceeding five years at a
time, upon such terms and conditions as approved by the shareholders.
Compensation Policy
A Compensation Benchmarking Survey is done to assess the
competitiveness of total remuneration which is being paid to Directors,
key managerial personnel and senior management.
The outcome of the same is presented before Nomination and Remuneration
Committee to assess the reasonableness to attract, retain and motivate
Directors and other senior managerial personnel.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
No loan, investment / guarantee have been given by the Company under
Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto is disclosed in Form No. AOC
-2 attached as Annexure C.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT,
2013
Pursuant to provisions of Section 197 of the Companies Act, 2013, read
with the Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the names and other particulars of
employees are set out in Annexure D to the Directors' Report.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report submitted by M/s A. N. Kukreja & Co.,
Company Secretaries, is annexed with the report as Annexure E.
Regarding inadequate number of Independent Directors as stated in the
Secretarial Audit Report, it is stated that Company is in the process
of finding suitable candidates to be appointed as Independent Directors
and shortly the requisite number of Independent Directors will be
appointed.
DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
The ratio of remuneration of each Director to the median employees
remuneration and such other details in terms of Section 197 (12) of
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of
Directors' Report and is attached herewith as Annexure F.
DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
During the year ended 31st March, 2015, no complaint(s) of Sexual
Harassment has been received by the Company.
CORPORATE GOVERNANCE CERTIFICATE
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Corporate Governance, together with Auditors'
Certificate regarding Compliance of the SEBI Code of Corporate
Governance, is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report contains a separate section on Management Discussion
and Analysis which is a part of the Directors' Report.
INDUSTRIAL RELATIONS
Your Company continued to enjoy cordial and smooth relations amongst
all its employees at Dahej and Kochi terminals.
RISK MANAGEMENT POLICY
The Company has laid down policies and procedures to inform the Members
of the Board about the risk assessment and minimization procedure. A
Risk Management Committee consisting of Whole-time Directors
periodically reviews the procedures to ensure that Executive Management
controls risk through properly defined framework. The risk assessment
framework encompasses, inter-alia, methodology for assessing risks on
ongoing basis, risk prioritization, risk mitigation, monitoring plan
and comprehensive reporting system.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Board of Directors of the Company has approved the Vigil Mechanism
in terms of provisions of Section 177 of Companies Act, 2013 and Clause
49 of the Listing Agreement for Directors and employees of the Company
to report, to the management, concerns about unethical behavior, actual
or suspected fraud or violation of the policy. The same has also been
hosted on the website of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for that period;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern
basis;
(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
DEPOSITS
During the year, your Company did not accept any deposits from the
public under Section 73 of the Companies Act, 2013.
STATUTORY AUDITORS
M/s T R. Chadha & Co., Chartered Accountants, will retire at the
ensuing Annual General Meeting (AGM) of your Company and being
eligible, offer themselves for re-appointment. The re-appointment, if
made, for the financial year 2015-16, will have to be approved by
Ordinary Resolution as required under Section 139 of Companies Act,
2013.
AUDITORS' REPORT
Auditor has submitted an unqualified report for the financial year
2014-15.
COST AUDITOR
The Board of Directors has re-appointed M/s Sanjay Gupta & Associates
as the Cost Auditor of the Company for the Financial Year 2014-15.
The Cost Audit Report for the year 2013-14 has been filed under XBRL
mode on 25th September, 2014.
ACKNOWLEDGEMENTS
The Board of Directors sincerely thanks and wishes to place on record
its appreciation of the Ministry of Petroleum and Natural Gas,
Government of India, State Governments of Gujarat, Kerala and Andhra
Pradesh, Promoters of the Company, Engie (erstwhile GDF Suez), RasGas,
Exxon Mobil and other LNG suppliers, gas off-takers and consumers of
re-gasified LNG, Auditors, Lenders and the Employees of the Company for
their whole-hearted co-operation and unstinted support. The Directors
want to express their deep-felt thanks and best wishes to all the
shareholders for the continued support and the trust they have reposed
in the Management. The Directors look forward to a better future and
further growth.
For and on behalf of the Board of Directors
(R. K. Garg) (Dr. A. K. Balyan)
Director (Finance) MD & CEO
Place : New Delhi
Date : 15th July, 2015
Mar 31, 2014
Dear Shareholders,
On behalf of the Board of Directors, it is my privilege and honour to
present the Sixteenth Annual Report and the Audited Accounts of
Petronet LNG Limited (PLL) for the year ended March 31, 2014.
PHYSICAL PERFORMANCE
During financial year 2014 (FY14), there was an overall decline in
demand for gas in India. This impacted the operations of the Dahej
terminal with marginal dip in the terminal utilization at a capacity
lower than nameplate capacity of 10 MMTPA. In FY14, the Dahej Terminal
handled 149 LNG cargoes and supplied 488.75 TBTUs of re-gasified LNG.
The Kochi terminal was commissioned in August, 2013. However, due to
limited availability of the pipeline network for gas evacuation, the
terminal operated at low capacity utilization. 3 cargoes have been
brought to the Kochi terminal since it was commissioned.
FINANCIAL PERFORMANCE
During the period 2013-14, while the company achieved the highest ever
turnover of Rs. 37,748 Crore as against Rs. 31,467 Crore in 2012-13, the
net profit during the year declined to Rs. 712 Crore as against Rs. 1,149
Crore in the previous year. Lower capacity utilization, coupled with
the commissioning of the Kochi terminal, resulted in lower profits for
PLL for FY14. The capacity utilization at the Dahej Terminal was at
96%, while the Kochi terminal operated at minimal capacity.
A summary of the comparative financial performance of PLL for FY14 and
FY13 respectively is presented below:
(Rs. in Crore)
Particulars 2013-14 2012-13
Revenue from operations 37,748 31,467
Other Income 84 89
Total Revenue 37,832 31,556
Cost of LNG imports 35,849 29,212
Gross Margin 1,983 2,344
Salary & other operating expenses 400 319
Finance charges 220 118
Depreciation 308 187
Profit before Tax 1,055 1,720
Tax expenses, including deferred tax 343 571
Profit after Tax 712 1,149
Earnings per Share (Rs.) 9.49 15.32
DIVIDEND
Keeping in view the performance and dividend policy of PLL, the
Directors are pleased to recommend a dividend of 20% on the paid-up
share capital of the company for the year ending March 31, 2014.
FINANCING OF PROJECTS
PLL has successfully raised the required debt for its large capital
expenditure since formation. Over time, the company has borrowed
substantial funds in Indian Rupees as well as foreign currency to
finance multiple expansion plans. These include initial Dahej project
of 5 MMTPA capacity, its expansion to 10 MMTPA, the Kochi LNG Terminal,
and the second jetty at Dahej, and now further expansion of the Dahej
terminal to 15 MMTPA.
For the first time during FY14, the company tapped the Rupee-bond
market and raised Rs. 300 Crore to fund the second jetty at Dahej.
Simultaneously, PLL signed Rupee loan agreements aggregating Rs. 2,250
Crore with State Bank of India and HDFC Bank Ltd. to fund the Dahej
expansion project. Further, Asian Development Bank sanctioned an
amount of USD 150 million for the Dahej expansion project. These
developments are symbolic of the strength of the balance sheet of PLL
and the good relationship it enjoys amongst the lending community.
The company undertook an international rating exercise during FY14.
After a rigorous exercise, M/s Moody''s Investor Service ("Moody''s")
assigned Petronet LNG Limited with a Baa3 Corporate Family Rating. The
outlook on the rating is stable. PLL has been assigned a rating
equivalent to that of the Sovereign. With this rating, PLL has joined
the elite group of companies that are similarly rated by the Moody''s.
Namely, Indian companies such as Bharat Petroleum Corporation Limited,
Bharti Airtel Limited, Indian Oil Corporation Limited and NTPC Limited.
LNG SOURCING
The company has signed long-term supply contracts for LNG imports from
Qatar and Australia. While the LNG supplies from Qatar commenced in
2004, the LNG from Australia is expected to arrive by the end of 2015.
Besides the long- term LNG contracts, PLL also buys LNG on spot and
short- term basis from many international players. The company is
closely connected with multiple suppliers to be able to secure LNG at
an affordable price for the Indian market.
SECOND LNG JETTY AT DAHEJ
This year, the construction work of the second jetty at Dahej was
completed. Gujarat Maritime Board (GMB) issued the necessary completion
certificate. Post the completion certifications and approvals like
declaration of Jetty as an import landing place, PLL obtained the
Navigational Safety Port Committee (NSPC) approval and the approval as
Custodian of imported goods amongst others. The first LNG Cargo at
Second Jetty at Dahej was berthed on April 18, 2014.
The second Jetty at Dahej is very versatile. It is capable of berthing
Q-Max LNG vessels (with a capacity of 266,000 cubic meters) during
non-monsoon period and Q-flex LNG vessels (with a capacity of 216,000
cubic meters) in all seasons.
Completion of this project has reduced dependency on one Jetty. It has
mitigated the risks associated with receipt of high number of ships on
a single jetty. The company will also be able to cater to a higher
number of cargoes.
FURTHER EXPANSION OF DAHEJ LNG TERMINAL
As mentioned, the Dahej LNG Terminal is being expanded from 10 MMTPA to
15 MMTPA. The expansion project involves construction of two additional
storage tanks, additional regasification facilities of 5 MMTPA
capacity, four LNG Truck loading bays, utilities and offsites.
The company has obtained all statutory clearances for the expansion
project. These include the no objection certificate from Petroleum &
Explosives Safety Organization (PESO), and CRZ & Environmental
clearance from the Ministry of Environment & Forest (MOEF). PLL has
already obtained the possession of requisite land after completion of
the stipulations of diversion of forest land.
The EPC contract for the two LNG storage tanks has been awarded to M/s
IHI of Japan and the contract for regasification facilities has been
awarded to the consortium of M/s Toyo Engineering India Limited (TEIL)
& M/s Toyo Engineering Corporation (TEC), Japan. M/s Engineers India
Limited has been appointed as the Project Management Consultant for
this project. The target is to complete the project by end of 2016.
Following a different business model, PLL has signed contracts where
the expanded capacity at Dahej would be offered on a "Use or Pay"
basis. This would ensure healthy revenues right from the day of
completion of the expanded capacity. For twenty years, the major part
of the expanded capacity has already been contracted on "Use or Pay"
basis. This expansion would make the Dahej terminal one of the biggest
and amongst the most utilized terminals in the world.
SHIPPING ARRANGEMENTS
The volumes under the long-term contract of 7.50 MMTPA of LNG with
RasGas were brought to Dahej by three LNG ships, namely ''Disha'',
''Raahi'' and ''Aseem.'' The Shipping Corporation of India (SCI) is an
equity partner in the ship-owning companies and all three ships are
manned, managed, maintained and operated by SCI. The ships operate on a
long-term time charter basis.
During FY14, the overall shipping operations at Dahej LNG terminal have
run smoothly. The jetty utilization has been optimum without any
downtime.
PLL has executed an agreement for a long-term time charter of a fourth
LNG ship to import LNG from Australia. Construction of ship is in
progress as per schedule. A consortium of companies, namely, MOL, NYK,
K-Line and Shipping Corporation of India (SCI), will own this ship. PLL
has right to subscribe upto 26% equity in this LNG ship.
As is the case with the first three ships, the fourth ship will also be
manned, managed, maintained and operated by SCI.
LNG TERMINAL AT KOCHI
Kochi LNG terminal was commissioned on August 20, 2013 with the
berthing of the first LNG carrier at the terminal. Commissioning
activities were completed and the terminal became commercially
operational on September 10, 2013. Since only Phase-1 of the pipeline
network is complete, the off-take from the terminal is low. As on
date, the length of the pipeline is 44 kilometers only, which is being
used for evacuation of R-LNG for servicing a limited number of
consumers. Completion of Phase- 2 is the key to enhanced capacity
utilization of the terminal as the pipeline then connects several
consumers enroute Bangalore and Mangalore.
The Honorable Prime Minister of India dedicated the terminal to the
Nation at a ceremony at the terminal on January 4, 2014.
To date, three LNG cargoes have been imported in Kochi. PLL supplied
volumes under these cargoes to two major consumers  FACT and BPCL
refinery. This was executed through the gas marketing companies, BPCL,
GAIL and IOC. Currently, a volume of only around 0.35 MMSCMD is
supplied to the refinery.
The Government of India had given permission to GAIL to lay the
pipelines to connect Kochi LNG terminal to Mangalore and Bangalore
markets. Certain constraints are being faced by GAIL in laying these
pipelines. The pipeline to Bangalore passes through the State of Tamil
Nadu and has become a subject matter of litigation due to a decision of
the State Government that the pipeline be aligned with National
highways. The Mangalore section of the pipeline is awaiting ROU (Right
of Use) acquisition from State Government in certain districts of
Kerala. Your Company is hopeful for the resolution of these issues in
the near future.
EAST COAST TERMINAL AT GANGAVARAM
The company has proposed setting up a third regasification terminal at
Gangavaram in Andhra Pradesh. A binding term sheet to this effect was
signed with Gangavaram Port Ltd.
Various pre-project activities of the proposed terminal, including the
Detailed Feasibility Report (DFR) and Front End Engineering and Design
(FEED), have been completed. The Environment & CRZ Clearance for the
project has been obtained from MOEF, New Delhi. Approval from PESO has
also been obtained. The process for pre-qualification of prospective
EPC bidders is in progress. The project awaits the clearance from the
State Government, for consumer tie-up, pipeline connectivity and
sourcing of LNG.
DIRECT MARKETING OF LNG
PLL continues its efforts for development of the concept to supply LNG
by road with the use of receiving stations/ hubs. This concept is
prevalent in several countries and is gaining traction. The concept is
ideally suited for consumers who are not connected to the gas pipelines
and have a small requirement.
Steps are underway to market LNG directly to consumers across India
through overland transportation. The company has concluded LNG sales
agreements with a few consumers in this regard. To meet the natural gas
demand of isolated small and mid- scale centers, PLL is exploring the
potential of small-scale LNG terminals at certain coastal locations.
These areas can be fed from the main LNG terminals at Kochi and
Gangavaram by reloading the LNG into small LNG vessels/ barges. PLL is
engaged in various pre- project activities for supply of LNG through
small barges and creating LNG hub in the Island of Andaman & Nicobar.
The company has signed an MOU with Andaman & Nicobar administration in
this regard.
In light of increasing concerns over release of green house gases,
conversion of shipping industry from conventional fuel to LNG is a
matter of time. PLL has kept provisions for reloading of small ships
from Kochi Terminal for future requirement of coastal trade of LNG and
bunkering.
PLL has created a direct marketing brand. All retail marketing shall be
under the brand name ''aroli''
WIND POWER PROJECT IN GUJARAT
The Company is making efforts to reduce and optimize the power
consumption which is the major operating cost in regasification
terminals. At the same time, PLL is promoting renewable energy for the
reduction carbon footprint. It envisages environment friendly energy
generation, and is in process of implementing a 40 MW Wind Power
Project for captive use in Gujarat for the Dahej LNG terminal.
The pre-project activities have already begun. The project shall be
implemented by 2015. The project will reduce the expenses on power
consumption and is likely to be a profitable investment with a shorter
payback.
FUTURE PLANS
The company is looking at innovative ways to integrate along the LNG
value chain. Currently, LNG production countries spend a significant
amount of energy at the Natural Gas liquefaction plants to convert
natural gas into LNG. There is a potential for recovery of such energy
at LNG regasification terminals. PLL has initiated steps in this
regard. The company is in a pre-project activities phase to set up an
Air Separation Unit (ASU). This will produce liquid gases such as
Liquid Nitrogen, Liquid Oxygen and Liquid Argon. An ASU integrated with
an LNG regasification terminal consumes 50% less energy vis-Ã -vis a
stand- alone ASU.
Another possibility of utilizing the above cold energy is by setting up
cryogenic warehouse for refrigerated storage of various products. PLL
has initiated pre-project activities in this regard as well.
UPGRADATION OF IT SYSTEM LANDSCAPE THROUGH PROJECT "SANKALP"
To take PLL to greater heights, the project "SANKALP" was undertaken to
upgrade the existing ERP landscape. The company has successfully
completed the software and hardware upgrade to combine all business
processes around the LNG value chain on a single IT platform. Besides
the upgradation of the existing modules, many new modules have been
implemented.
A high level of interaction, coordination and synchronization across
all business functions that cover core processes of contract
management, planning and optimization, terminal operations along with
the enterprise processes of finance, procurement, and human resources
has been established. This will help PLL make greater use of
analytics, robust and accurate business information, better and quick
decision making, improved financial reporting, through easy- to- use
interfaces with end-to-end IT enablement.
This enterprise software will not only enhance existing
functionalities, but will bring the industry best practices of new
functionalities in the company''s systems.
INDUSTRIAL RELATIONS
PLL continued to enjoy cordial and smooth relations amongst all
employees at Dahej and Kochi terminals.
DEPOSITS
During the year, PLL did not accept any deposits from the public under
Section 58A of the Companies Act, 1956.
EMPLOYEE PARTICULARS
Pursuant to provisions of Section 217 (2A) of the Companies Act, 1956,
read with the Companies (particulars of employees) Rules 1975, the
names and other particulars of employees are set out in the annexure to
the Directors'' Report.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Corporate Governance together with Auditors''
Certificate regarding Compliance of the SEBI Code of Corporate
Governance is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report contains a separate section on Management Discussion
and Analysis, which is a part of the Directors'' Report.
HEALTH, SAFETY AND ENVIRONMENT (HSE)
Health Safety and Environment (HSE) continues to remain top priority
for the company. PLL operates its LNG terminals with the highest level
of safety standards. During the financial year the company performed
exceedingly well without occurrence of any loss time incident.
Continued efforts are made to further strengthen the HSE system by
upgrading standard operating procedures, External Audits, close
monitoring & upgrading of fire, gas & spill detection & suppression
systems and adherence to regulatory compliances. Training on safe
operations and fire fighting remains on focus. Exclusive LNG Fire
fighting training is also provided to fire fighting team and key
operation persons at GDF, France.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
All possible measures have been undertaken successfully by PLL to
achieve the desired objective of energy conservation and technology
upgradation. In order to ensure optimum conservation of energy and
absorption of technology, the engineers at PLL continue to interact
with industry peers, technology providers and EPC Contractors. They
have also been nominated to important national and international
seminars. Teams have worked closely with Project Consultants and EPC
Contractors in all phases of designing and construction of Dahej and
Kochi LNG Terminals.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm:
a) That the company had followed the applicable accounting standards
along with proper explanations relating to material departures in the
preparation of the annual accounts;
b) That the company had selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss account of the company for that period;
c) That the company had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
d) That the accounts of the company have been prepared on a
going-concern basis.
CHANGE IN THE BOARD OF DIRECTORS
During the year under review, following are the changes among the
Directors:
Directors Resigned
Date of Name Resignation
Shri R. K. Singh, Nominee of BPCL October 1, 2013
Shri Vivek Rae, Chairman March 1, 2014
Shri Sudhir Vasudeva, Nominee of March 1, 2014
ONGC
Shri Dominique Pelloux-Prayer, March 15, 2014
Nominee of GDFI
The Board placed on record, appreciation for the contributions made by
Shri Vivek Rae, Shri R. K. Singh, Shri Sudhir Vasudeva and Shri
Dominique Pelloux-Prayer.
Directors Appointed
Name Date of
Appointment
Shri S. Varadarajan, Nominee of October 11,
BPCL 2013
Shri D. K. Sarraf, Nominee of ONGC March 10, 2014
Shri Saurabh Chandra, Chairman March 25, 2014
Shri Philip OLIVIER, Nominee of GDFI April 22, 2014
FOREIGN EXCHANGE EARNING AND OUTGO
PLL has incurred expenditure in foreign exchange to the extent of X
33855.64 Crore during the year under review. Foreign exchange earnings
during the year were X 1.51 Crore.
COST AUDITOR
The Board of Directors has re-appointed M/s Sanjay Gupta & Associates
as the Cost Auditor of the Company for the Financial Year 2014-15.
The Cost Audit Report for FY13 has been filed under XBRL mode on
October 24, 2013.
AUDITORS
M/s T. R. Chadha & Co., Chartered Accountants, will retire at the
ensuing Annual General Meeting (AGM) of the company and being eligible,
offer themselves for re-appointment. The re-appointment, if made, for
the financial year 2014-15, will have to be approved by Ordinary
Resolution as required under Section 139 of Companies Act, 2013.
ACKNOWLEDGEMENTS
The Board of Directors sincerely thanks and wishes to place on record
its appreciation of the Ministry of Petroleum and Natural Gas,
Government of India, State Governments of Gujarat, Kerala and Andhra
Pradesh, Promoters of the Company, GDF Suez, RasGas, Exxon Mobil and
other LNG suppliers, gas off-takers and consumers of re-gasified LNG,
Auditors, Lenders and the Employees of the Company for their
whole-hearted co-operation and unstinted support.
The Directors want to express their heart- felt gratitude and thank all
the shareholders and debenture holders for the continued support and
the trust they have reposed in the Management. The Directors look
forward to a better future and further growth.
For & on behalf of the Board of Directors
Place: New Delhi (Saurabh Chandra)
Date: 24th July, 2014 Chairman
Mar 31, 2013
Dear Shareholders,
The behalf of the Board of Directors, it is my privilege and honour to
present the Fifteenth Annual Report and the Audited Accounts of your
Company for the year ended 31st March, 2013.
Being the first and leading LNG importing Company in India, your
Company has created a niche for itself in the gas business. The
Company''s main thrust is on catalyzing the growth of the Indian gas
sector. It has firmly established itself as an international player
having relationships with major LNG exporters in the world. The Dahej
Terminal has received LNG cargoes from all across the world and serves
as an important energy provider to the Nation by supplementing the
dwindling domestic gas production.
Physical Performance
During the year under review, the operations of Dahej Terminal
surpassed its name plate capacity of 10 MMTPA. During the financial
year 2012-13, Dahej Terminal handled 164 LNG cargoes and supplied 525
TBTUs of re- gasified LNG. 2,400 LNG road tankers were loaded and
dispatched during the year under review.
Financial Performance
While making sincere efforts to further leverage the potential of
imported LNG in the Indian market and striving to be a key energy
provider, your Company continues to set new benchmarks for growth in
its financial performance. During the period 2012-13, your Company
achieved its highest ever turnover of Rs. 31,467 Crores as against Rs.
22,696 Crores in 2011-12. Net profit during the year was also the
highest ever at Rs. 1,149 Crores as against Rs. 1,058 Crores in the
previous year. Your Company continues to achieve high-capacity
utilization at the Dahej Terminal. A summary of the comparative
financial performance in the fiscal 2012-13 and 2011-12 is presented
below:
(Rs. in Crores)
Particulars 2012-13 2011-12
Revenue from operations 31,467 22,696
Other Income 182 85
Total Revenue 31,649 22,781
Cost of material consumed 29,305 20,587
Gross Margin 2,344 2,194
Salary & other operating expenses 319 280
Finance charges 118 177
Depreciation 187 184
Profit before Tax 1,720 1,553
Tax expenses, including deferred tax 571 495
Profit after Tax 1,149 1,058
Earnings (Rs.) per Share 15.33 14.10
Dividend
Keeping in view the good performance and sound financial position of
the Company, the Directors are pleased to recommend a dividend of 25%
on the paid- up share capital of the Company for the year ending 31st
March, 2013.
Financing of Projects
The strength of its balance sheet has allowed your Company to
successfully raise debt in the past years - both in foreign currency as
well as Indian Rupees - from a number of banks and financial
institutions. A consortium led by State Bank of India has provided
Rupee Term loans and non-fund-based facilities. For its various
projects, foreign currency debt has been raised from International
Finance Corporation, Asian Development Bank and Proparco (France). The
average cost of borrowing compares well with some of the best companies
in the country. The lenders are eager to support the Company in its
future expansion projects.
Credit rating agencies have assessed the long-term credit rating of the
Company as AA with a positive outlook which depicts the Company''s
strong fundamentals and inherent business strength.
LNG Sourcing
Your Company has executed long-term LNG supply contracts with Qatar and
Australia. With the aim to quench India''s growing gas demand and to
alleviate the gas shortage in the country, the Company is negotiating
with a number of other international suppliers for bringing more
volumes of LNG into the country. This will help to broad-base the LNG
supply sources.
Second LNG Jetty at Dahej
The construction of second jetty at Dahej is progressing well. The
overall progress is nearly 70%. The Marine facilities are being built
by M/s Afcons Infrastructure Ltd. The approach trestle (2.4 km) and
unloading plateform are almost complete. This will provide working
fronts for erection of equipment and construction of piping. The
Breasting/Mooring Dolphins shall be constructed after the monsoon
season. The Topside facilities work is under construction and is being
built by M/s Toyo Engineering India Ltd. All major equipment has been
ordered and supply of the same is in progress as per requirement.
Piping works is in progress in the first 1,500 meters of the approach
trestle. M/s Engineers India Limited (EIL) is the Project Management
Consultant (PMC) for the project. The jetty is likely to be
commissioned by the first quarter of 2014.
With the completion of the above project, your Company will be in a
position to mitigate the risks associated with receipt of very high
number of ships at the existing jetty. The Company will also be able
to cater to higher number of cargoes as well as larger size (Q-flex &
Q-max) of LNG ships. This will enhance the flexibility of cargo
receipt.
Expansion of Dahej Terminal
The activities related to expansion of Dahej LNG Terminal from 10 MMTPA
to 15 MMTPA are progressing well. The Company, through global press
notification, has completed pre-qualification of prospective bidders
for selection of contractors for the lump sum EPC contracts. The bid
document has been issued to pre-qualified bidders and the contracts are
likely to be finalized by the third quarter of this year. The expansion
project involves construction of two additional storage tanks,
additional Re-gas facilities of 5 MMTPA capacity and four LNG Truck
loading bays, at an estimated project cost of USD 590 million.
For Dahej expansion, the activities regarding acquisition of land on
south side of the existing plant are at an advanced stage. Stage-1
clearance for diversion of 22.62 hectares of forest land has been
received. The stipulated conditions for Stage-1 clearance are being
complied with. The activities relating to acquisition of data for
preparation of Environmental Impact Assessment (EIA) report are
complete. The draft EIA report has been submitted to the Gujarat
Pollution Control Board for further clearances. The project is
expected to be completed in 2016.
Shipping Arrangements
Your Company has efficiently managed the transportation of 7.50 MMTPA
of LNG from RasGas, Qatar, to Dahej. Three LNG ships, namely ''Disha'',
''Raahi'' and ''Aseem'', are operating on a long-term charter basis. The
Shipping Corporation of India (SCI) is equity partner in the ship-
owning companies. Disha and Raahi have been manned, managed, maintained
and operated by SCI since December, 2008, and the management of Aseem
has also been transferred to SCI in March, 2013.
On 25th February, 2013, your Company received the 1000th LNG cargo at
the Dahej Terminal. This was indeed an unprecedented feat. These 1,000
ships were received during a period of 9 years and 26 days, which
indicates that the overall shipping operations have been smooth. The
jetty utilization has been optimum and without any downtime.
Your Company is in the process of finalizing the ship charter on
long-term basis for the fourth LNG ship for transporting LNG from
Australia. Tenders have been invited and are likely to be finalized by
the third quarter of 2013-14.
LNG Terminal at Kochi
The Kochi LNG Terminal is nearing completion. The construction of tanks
by EPC contractor, M/s IHI, is complete and the tanks are Nitrogen
purged. Similarly, the re-gas facilities have been completed by the EPC
contractor, M/s CTCI. Utilities are already commissioned and process
facilities are Nitrogen purged. The marine facilities (LNG Jetty) have
also been
Your Company is synchronizing the preparedness of facilities at the
consumer end. The plant is presently connected to two major consumers,
namely FACT and Kochi Refinery through Phase I pipeline. After the
completion of Phase II twin pipe lines of GAIL from Kochi to Mangalore
and Kochi to Bengaluru, other consumers will be connected. The Kochi
Terminal is likely to be commissioned by July/August 2013, initially
with FACT & Kochi Refinery consumers.
East Coast Terminal at Gangavaram
Your Company assessed the market demand of natural gas of various
regions and prepared a Detailed Feasibility Report (DFR) for building
an LNG Terminal at Gangavaram Port in the State of Andhra Pradesh. In
view of the increasing gap between demand and supply of domestic gas,
particularly in eastern, central and southern parts of the country,
your Company has decided to build a -LNG Terminal of 5 MMTPA capacity
at Gangavaram. Your Company has signed a binding term sheet with
Gangavaram Port Ltd. for setting up a LNG Terminal.
The option of early commencement of supplies through a Floating Storage
and Re-gassification Unit (FSRU) is being analyzed.
The Detailed Feasibility Report (DFR) of the proposed Gangavaram Plant
has been completed by M/s Tractabel. Front End Engineering and Design
(FEED) have been completed by M/s Engineers India Limited (EIL). The
Public hearing for environmental clearance was conducted in January,
2013. The Final EIA report has been submitted to MOEF, New Delhi, for
grant of environmental clearance. The process for qualification of
prospective EPC bidders for construction shall commence shortly. The
target date for completion of the terminal is end-2016.
Direct Marketing of LNG
The concept of supply of LNG through road transportation using
receiving stations/hubs is prevalent in several countries. However, it
is new in India. The concept is ideally suited for consumers who are
not connected with gas pipelines and have small requirement. The hubs
can be used to supply PNG for domestic consumption, CNG for vehicles
and RLNG for industrial use. Steps are underway to market LNG directly
to consumers across the country through overland transportation.
Future Plans
With the objective to achieve the strategic goal of developing storage
and re-gassification capacity of 30 MMTPA by 2020, your Company is
keeping provision for further enhancement of Dahej Terminal from 15 to
20 MMTPA. In addition, your Company is discussing with the concerned
authorities of Andaman & Nicobar Islands regarding feasibility of
supply of LNG through small barges and creating LNG hubs in the Island.
In view of increasing concerns about release of greenhouse gases, the
time is not far off for the conversion of shipping industry from
conventional fuel to LNG. Your Company has kept provision for reloading
of small ships from Kochi Terminal for future requirement of coastal
trade of LNG and bunkering.
Deposits
During the year, your Company did not accept any deposits from the
public under Section 58A of the Companies Act, 1956.
Employee Particulars
Pursuant to provisions of Section 217 (2A) of the Companies Act, 1956,
read with the Companies (particulars of employees) Rules 1975, the
names and other particulars of employees are set out in the annexure to
the Directors'' Report.
Corporate Governance
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Corporate Governance together with Auditors''
Certificate regarding Compliance of the SEBI Code of Corporate
Governance is annexed herewith.
Bussiness Responsibility Report
SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13,
2012,mandated the top 100 listed entities, based on market
capitalsation at BSE and NSE, to include Business Responisibiity Report
as part of the Annual Report describing the initiatives taken by the
companies from Environmental, Social and Governance perspective.
Accordingly, the Business Responsibility Report is attached and forms
part of the Annual Report.
Management Discussion and Analysis
The Annual Report contains a separate section on Management Discussion
and Analysis which is a part of the Directors'' Report.
Conservation of Energy & Technology Absorption
All possible measures have been undertaken successfully by your Company
to achieve the desired objective of energy conservation and technology
upgradation. In order to ensure optimum conservation of energy and
absorption of technology, your Company''s engineers have been
interacting with industry peers, technology providers and EPC
Contractors. They have also been nominated to important national and
international seminars. A team has closely worked with Project
Consultant and EPC Contractors in all phases of designing and
construction of Dahej and Kochi LNG Terminals.
Directors'' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm:
That your Company had followed the applicable accounting standards
along with proper explanations relating to material departures in the
preparation of the annual accounts;
a) That your Company had selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss account of the Company for that period;
b) That your Company had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of your
Company and for preventing and detecting fraud and other
irregularities; and
c) That the accounts of your Company have been prepared on a
going-concern basis.
Industrial Relations
Your Company continued to enjoy cordial and smooth relations amongst
all its employees. No mandays were lost due to strikes, lock out, etc.
Change in the Board of Directors
During the year under review, following are the changes among the
Directors.
Directors Superannuated
Name Date of Superannuation
Shri C. S. Mani, 19th October, 2012
Director (Technical)
Shri G. C. Chaturvedi, 31st January, 2013
Chairman
The Board placed on record its appreciation for the contributions made
by Shri C. S. Mani and Shri G. C. Chaturvedi.
Directors Appointed
Name Date of Appointment
Shri R. Ram Mohan, 19th October, 2012
Lender''s Nominee
Shri Rajender Singh, 14th November, 2012
Director (Technical)
Shri Vivek Rae, 21st February, 2013
Chairman
Foreign Exchange Earning and Outgo
Your Company has incurred expenditure in foreign exchange to the extent
of Rs. 27,924 Crores during the year under review. Foreign exchange
earnings during the year were Rs. 1.26 Crores.
Cost Auditor
The Board of Directors has re-appointed M/s Sanjay Gupta & Associates
as the Cost Auditor of the Company for the Financial Year 2012-13.
Auditors
M/s T. R. Chadha & Co., Chartered Accountants, will retire at the
ensuing Annual General Meeting (AGM) of your Company and being
eligible, offer themselves for re-appointment. The re-appointment, if
made, for the financial year 2013-14, will have to be approved by
Special Resolution as required under Section 224A of Companies Act,
1956.
Acknowledgements
The Board of Directors sincerely thanks and wishes to place on record
its appreciation of the Ministry of Petroleum and Natural Gas,
Government of India, State Governments of Gujarat and Kerala, Promoters
of the Company, GDF Suez, RasGas, Exxon Mobil and other LNG suppliers,
gas off-takers and consumers of re-gasified LNG, Auditors, Lenders and
the Employees of the Company for their whole-hearted co-operation and
unstinted support. The Directors want to express their deep-felt thanks
and best wishes to all the shareholders for the continued support and
trust they have reposed in the Management. The Directors look forward
to a bright future and further growth with confidence.
For & on behalf of the Board of Directors
Place : New Delhi (Vivek Rae)
Date : 29th May, 2013 Chairman
Mar 31, 2011
The Directors have the pleasure of presenting the Thirteenth Annual
Report and the Audited Accounts of your Company for the year ended 31st
March, 2011.
Your Company has been instrumental in shaping the growth of the natural
gas sector in the country by mitigating the deficit and shortfall in
domestic gas availability. In the supply- constrained natural gas
market in India, your Company owns and operates the countrys first and
largest LNG terminal at Dahej, Gujarat. The Companys main thrust is
on catalyzing the growth of Indian gas sector through enhancing the gas
supply to satisfy the needs of existing consumers as well as to develop
new consumers. While making sincere efforts to further leverage the
potential of imported LNG in the Indian market and striving to be the
nations key energy provider, your Company continues to maintain a
steady growth in its financial and operating performance during the
year 2010-11.
FINANCIAL PERFORMANCE
In 2010-11, your Company has achieved substantial growth, both in
turnover and profit. The turnover during the year under review was Rs.
13197.28 Crores against Rs. 10,649.09 Crores in 2009-10. Gross margin
stood at Rs. 1464.04 Crores against Rs. 1,082.16 Crores in the previous
year. Net profit during the year was Rs. 619.62 Crores against Rs.
404.50 Crores in the previous year. The emphasis on higher capacity
utilization, higher sales and better operational efficiencies led to
increased profitability. A summary of the comparative financial
performance in the fiscal 2010-11 and 2009-10 is given below:
(Rs. in crores)
Particulars 2010-11 2009-10
Turnover 13197.28 10,649.09
Other Income 67.96 97.83
Total Revenue 13265.24 10,746.92
Cost of Import 11801.20 9,664.76
of LNG
Gross Margin 1464.04 1,082.16
Salary and Other 179.81 137.87
Operating Expenses
Finance Charges 193.13 183.93
Depreciation 184.68 160.86
Profit before Taxation 906.42 599.50
Provision for Tax / 286.80 195.00
Deferred Tax
Profit after Taxation 619.62 404.50
Earnings per Share 8.26 5.39
(Rs. / Share)
DIVIDEND
Keeping in view the consistent performance and financial position of
the Company, the Directors are pleased to recommend a dividend of 20%
on the paid-up share capital of the Company for the year ending 31st
March 2011.
LNG SOURCING
With an aim to quench Indias growing gas demand, stemming primarily
from high-priority sectors such as power and fertilizer, and armed with
expanded facilities at the Dahej LNG Terminal, your Company has been
engaged in sourcing additional volumes of LNG on long-term, medium-term
and spot basis for its downstream customers. Your Company continued to
maintain excellent relations with most of the global LNG suppliers for
import of LNG supplies. Your Company intends to diversify sources of
LNG to ensure security of supplies. For the unutilized capacity at
Dahej LNG Terminal as well as for the expected capacity at the
Greenfield Kochi Terminal, your Company is in constant touch with
various LNG suppliers to source LNG volumes beyond the present 7.5
MMTPA imported from Qatar. To meet the growing additional requirement
of natural gas in country, your Company has also executed short-term
deals with various global LNG suppliers for approximately 1.5 MMTPA.
Constant efforts are being made to supply RLNG to feed the demand
created due to shortage in domestic supplies and demand generated from
new projects.
OPERATIONS AT DAHEJ
During the financial year 2010-11, your Company has imported 125
cargoes (including 9 spot cargoes) representing 7.98 MMTPA and 412.21
Trillion British Thermal Units of regasified LNG was sold. Your Company
has also provided regasification services to 7 LNG Cargoes to Gujarat
State Petroleum Corporation and 4
LNG cargoes to GAIL (India) Limited representing 28.14 Trillion British
Thermal Units during the financial year 2010-11.
Additional LNG Jetty at Dahej
The capacity utilization of Dahej Terminal is increasing and the
operational practices are at par with the highest international
standards. The Company has commenced construction of second LNG Berth
(Jetty) in Dahej to mitigate associated risks of port operations of
existing jetty and also to enhance the capacity of terminal from its
existing capacity of 10 MMTPA. The two EPC contracts for the
construction of jetty were awarded in January, 2011, and the jetty is
scheduled for commissioning by end of September, 2013. Presently, the
EPC contractors are carrying out basic engineering activities for
construction of marine and top side works for the same.
Shipping Arrangement
Presently, three LNG tankers (Disha, Raahi and Aseem) are regularly
bringing LNG cargoes from RasGas, Qatar, to Dahej as per schedule.
These three ships are transporting the contracted quantity of 7.5 MMTPA
of LNG.
The Shipping Corporation of India (SCI) is a major equity partner in
the ship-owning companies. Disha and Raahi have been manned,
managed/maintained and operated by SCI since December 2008. SCI is
manning Aseem since delivery. K-Line is providing technical management
from delivery to first dry dock and is training SCI for management of
Aseem.
Pilot Project for Supply of LNG in Cryogenic Vehicles
Your Company has successfully completed the pilot project which was
started in year 2007, for loading of LNG in cryogenic road tankers.
During the year, 689 tankers were loaded and supplied to customers in
the states of Gujarat and Maharashtra.
Direct Marketing of LNG
For consumers not connected with gas pipe, your Company has initiated
steps to market the LNG directly to consumers across the country
through overland transportation using LNG trucks/ hubs. This direct
marketing model is prevalent in several parts of the world and is an
effective way of reaching out to far-flung consumers in urgent need of
fuel supply. The concept makes use of the already existing road network
as against setting up of complex pipeline network.
LNG TERMINAL AT KOCHI
The construction of the Greenfield LNG Receiving, Storage and
Re-gasification Terminal at Kochi is in progress. The capacity
initially envisaged was 2.5 MMTPA. In January, 2011, the Company
awarded contract for additional re-gasification facilities to handle
and re-gasify an additional 2.5 MMTPA LNG to the present Regas
contractor, taking the total capacity of Kochi LNG Terminal to 5 MMPTA.
Civil works of the storage tanks being built by IHI Corporation, Japan,
are nearing completion. Mechanical works are in progress with
hydrostatic test being planned in June, 2011. The Marine facilities,
being built by AFCONS Infrastructure Ltd., India, are also in an
advanced stage of completion. Work is under progress in the
Re-gasification facilities awarded to CTCI, Taiwan. Civil works on
buildings and structures as well as piping and equipment erection are
in progress. At present, nearly 3000 workers are working at the site.
The terminal of 5 MMTPA capacity is slated to be commissioned in the
third quarter of 2012.
FINANCING
During the year, the Company has re-financed its entire long- term
rupee loan of Rs. 3,000 Crores from a consortium of Indian lenders. In
the process, the Company could achieve substantial savings in its
interest costs.
Further, the Company has successfully made drawdown of
USD 200 Million from International Finance Corporation (IFC), USA. The
company, in order to limit the risks of fluctuation in interest rates
and currency, has entered into Cross-Currency Swap Transactions
consisting of exchange of both interest and principal for a component
of the IFC loan.
As on 31st March, 2011, a loan of Rs. 3,034 Crores is outstanding in
the Books of Account which consist of Rs. 1522 Crores from Indian
lenders, Rs. 590.62 Crores from Asian Development Bank and Rs. 922
Crores from International Finance Corporation.
MISSION & VISION OF THE COMPANY
As the business environment is rapidly changing, during this year, your
Board of Directors along with valuable contributions and suggestions by
the officers and employees, revisited the and approved the following
Vision & Mission Statements of the Company which is now a shared
vision:
Vision Statement
"To be a key energy provider to the nation by leveraging companys
unique position in the LNG value chain alongwith an international
presence."
Mission Statements
à Create and manage world-class LNG infrastructure
à Pursue synergetic business growth opportunities
à Continue excellence in LNG business
à Maximize value creation for the stakeholders
à Maintain highest standards of business ethics and values
FUTURE PLANS
Considering the substantial demand of natural gas in the country, your
Company is planning to construct one more LNG terminal on the east
coast. The Company has already assessed the market demand in the region
and is now looking for a suitable location and would initiate Detailed
Feasibility Report for building a LNG Terminal on the east coast.
SOLID CARGO PORT AT DAHEJ
A Solid Cargo Port, through a Joint Venture Company, namely, Adani
Petronet (Dahej) Port Private Ltd., is being implemented in which your
Company holds 26% of the equity. The port is now mechanically complete
and the initial operations have already commenced. The Solid Cargo Port
would have facilities to import/ export about 15 MMTPA capacity of bulk
products like coal, steel and fertilizer.
GAS-BASED POWER PROJECT
The Company is planning to set-up a power plant of 1200 MW capacity at
Dahej contiguous to its existing LNG Terminal. The Government of
Gujarat has already earmarked 50 hectares of land for the same. The
Detailed Feasibility Report and integration study with existing LNG
terminal have been completed. Also, your Company is in the process of
completion of various pre- project activities such as sea water
utilization study, fresh water option study etc. The Ministry of
Environment and Forests (MoEF) has issued Terms of Reference (TOR) for
preparing various reports including EIA for its approval for power
plants. The commercial arrangements for sale of power are being
finalized.
DEPOSITS
During the year, your Company did not accept any deposits from the
public under Section 58A of the Companies Act, 1956.
EMPLOYEE PARTICULARS
Pursuant to provisions of Section 217 (2A) of the Companies Act, 1956,
read with the Companies (particulars of employees) Rules 1975, the
names and other particulars of employees are set out in the annexure to
the Directors Report.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Corporate Governance together with Auditors
Certificate regarding Compliance of the SEBI Code of Corporate
Governance is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report also contains a separate section on the Management
Discussion and Analysis which is a part of the Directorsà Report.
INDUSTRIAL RELATIONS
Your Company continued to enjoy cordial relations amongst all its
employees. No man days were lost due to strike, lock out etc.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
All possible steps have been taken by your Company to achieve the
objective of energy conservation and technology absorption. Your
CompanyÃs engineers have been involved with the Consultants and the
Contractors in all phases of design of Dahej & Kochi projects in order
to ensure optimum conservation of energy and absorption of technology.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm:
a) That your Company had followed the applicable accounting standards
along with proper explanations relating to material departures in the
preparation of the annual accounts;
b) That your Company had selected such accounting policies and applied
those consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss account of the Company for that period;
c) That your Company had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of your
Company and for preventing and detecting fraud and other
irregularities; and
d) That the accounts of your Company have been prepared on a
going-concern basis.
CHANGE IN THE BOARD OF DIRECTORS
During the year under review, following are the changes among the
Directors.
Directors Resigned
Name Date of Resignation
Shri P. Dasgupta, MD & CEO 30th June, 2010
Shri J. L. Zutshi, Director 2nd July, 2010
Dr. A. K. Balyan, 15th July, 2010
Nominee Director of ONGC
Shri S. Chakraborty, 2nd August, 2010
Nominee Director of ADB
Shri Ashok Sinha, 19th August, 2010
Nominee Director of BPCL
Shri D. J. Pandian, 9th November, 2010
Nominee Director of GMB
Shri S. Radhakrishnan, 6th January, 2011
Nominee Director of BPCL
Shri A. Sengupta, 26th April, 2011
Director (Finance & Commercial)
Shri S. V. Narasimhan, 30th April, 2011
Nominee Director of IOCL
Shri S. Sundareshan, 5th May, 2011
Chairman, PLL
The Board placed on record its appreciation for the contributions made
by all the above Directors including the support and guidance provided
by Shri S. Sundareshan as Chairman of the Company.
Directors Appointed
Name Date of Appointment
Dr. A. K. Balyan, MD & CEO 16th July, 2010
Shri D. K. Sarraf, 9th August, 2010
Nominee Director of ONGC
Shri S. Radhakrishnan, 31st August, 2010
Nominee Director of BPCL
Shri Tapan Ray, 21st November, 2010
Nominee Director of GMB
Shri R. K. Singh, 18th January, 2011
Nominee Director of BPCL
Shri Apurva Chandra, 22nd March, 2011
Independent Director
Shri G. C. Chaturvedi, 23rd May, 2011
Chairman, PLL
Shri A. M. K. Sinha, 27th May, 2011
Nominee Director of IOCL
FOREIGN EXCHANGE EARNING AND OUTGO
Your Company has incurred expenditure in foreign exchange to the extent
of Rs. 11473.33 Crores during the year under review. Foreign exchange
earnings during the year were Rs. 0.63 Crores.
AUDITORS
M/s. V. Sankar Aiyar & Company will retire at the ensuing Annual
General Meeting of your Company and, being eligible, offer themselves
for re-appointment. The re-appointment, if made, for the financial year
2011--12, will have to be by a Special Resolution as required under
Section 224A of the Companies Act, 1956.
ACKNOWLEDGEMENTS
The Board of Directors thank and wish to place on record its
appreciation of the Ministry of Petroleum and Natural Gas, Government
of India, Government of Gujarat and Kerala, Promoters of the Company,
RasGas, Exxon Mobil and other LNG suppliers, Offtakers & Consumers of
re-gasified LNG and the employees of the Company at all levels, for
their continued co- operation and unstinted support. The Directors want
to express their sincere thanks to all the shareholders for the
continued support and trust they have shown in the Management. The
Directors look forward to a bright future with confidence.
On behalf of the Board of Directors
Place: New Delhi (G C. Chaturvedi)
Date : 1st June, 2011 Chairman
Mar 31, 2010
The Directors have the pleasure of presenting the Twelfth Annual Report
and the Audited Accounts of your Company for the year ended 31st March,
2010.
Your Company has emerged as a significant player in the NationÃs
pursuit for energy, within a very short time since its incorporation,
and has been instrumental in shaping the growth of the natural gas
sector in the Country by mitigating the deficit and short fall in gas
availability. In the supply constrained Natural Gas market in India,
your Company is the operator and owner of the countryÃs first and
largest LNG terminal at Dahej, and has operated the terminal at the
highest international standards for the industry. Inspite of Global
slowdown, your Company has maintained a steady growth in its
performance parameters.
FINANCIAL PERFORMANCE
In 2009-10, your Company made substantial gains in revenues. Turnover
during the year under review was Rs. 10649.09 Crore against Rs. 8428.70
Crore in 2008-09. Gross margin, however, stood at Rs 1082.16 Crore
against Rs 1129.58 Crore in the previous year. The net profit during
the year was lower mainly on account of higher depreciation and
interest due to capitalization of Dahej expansion. A summary of the
comparative financial performance in fiscal 2009-10 and 2008-09 is
given below:
Particulars 2009-10 2008-09
(Rs. in crores)
Turnover 10649.09 8428.70
Other Income 97.83 76.50
Total Revenue 10746.92 8505.20
Cost of Import of LNG 9664.76 7375.62
Gross Margin 1082.16 1129.58
Salary and Other Operating
Expenses 137.87 151.80
Finance Charges 183.93 101.22
Depreciation 160.86 102.52
Profit before Taxation 599.50 774.04
Provision for Tax / Deferred Tax 195.00 255.60
Profit after Taxation 404.50 518.44
Earning per Share (Rs. / Share) 5.39 6.91
DIVIDEND
Keeping in view the consistent performance and financial position of
the Company, the Directors are pleased to recommend a dividend of
17.50% on the paid-up share capital of the Company for the year ending
31st March, 2010.
OPERATIONS AT DAHEJ
During the financial year 2009-10, your Company has imported 124 LNG
cargoes (including 31 spot cargoes) representing 7.46 MMTPA and 384.41
Trillion British Thermal Units of regasified LNG was sold. Your Company
has also provided regasification services to 4 LNG Cargoes to Gujarat
State Petroleum Corporation and 1 LNG Cargo to GAIL (India) Limited
representing 15.2 Trillion British Thermal Units during the financial
year 2009-10.
Expansion of Dahej Terminal
The expansion of the Dahej Terminal from 5 MMTPA to 10 MMTPA was
completed this year with an incremental cost of Rs. 1569.99 crores. The
expanded capacity was taken over for operations with effect from 15th
July, 2009. The expanded capacity has additional flexibilities for
enhanced capacity operations by way of additional vaporization unit
utilizing waste heat. The entire work was completed without interfering
with the productive capacity of the adjacent operating terminal with
minimum shut down for tie-in of the new facilities. The Dahej expansion
project has an excellent safety record of only one lost time incident
with over 16.30 million man-hours worked.
Additional LNG Jetty at Dahej
The Company is in process of construction of a 2nd LNG berth (Jetty) in
Dahej to mitigate associated risks of port operations, vis- ÃÂ -vis the
implications of disruption in unloading of LNG, in the event the only
jetty is immobilised. The additional LNG jetty would also enhance the
capacity of the terminal to 12.5 MMTPA, jetty capacity being the
current constraint. Bids for selection of EPC Contractor is in
progress, and is likely to be awarded by the second quarter of the
2010-11.
Pilot Project for Supply of LNG in Cryogenic Vehicles
Your Company has successfully developed the pilot project for loading
of LNG in cryogenic road tankers. During the year 542 tankers were
loaded and supplied to customers in the State of Gujarat and
Maharashtra. Many other customers have also evinced interest in getting
LNG transported by cryogenic road tankers to fuel the captive
generators.
SOLID CARGO PORT AT DAHEJ
A Solid Cargo Port, through a Joint Venture Company namely Adani
Petronet (Dahej) Port Private Ltd. is being implemented, in which your
Company holds 26% of the equity. The first phase of the project is
scheduled for completion by July 2010. Piling work of the jetty has
already been completed and the marine facilities for berthing of
vessels are under completion. The onshore facilities such as conveyor
systems and other equipment are nearing completion. The Solid Cargo
Port would have facilities to import/ export bulk products like Coal,
Steel and Fertilizer.
SHIPPING ARRANGEMENT
The Third ship namely ÃAseemà having a capacity of 155,000 cbm was
delivered on 16th November, 2009 at Samsung Shipyard, South Korea to
transport additional 2.5 MMTPA of LNG from RasGas, Qatar. Now, your
Company has three LNG tankers ÃDishaÃ, ÃRaahià and ÃAseemà on long-term
charter hire basis to transport 7.5 MMTPA LNG from RasGas, Qatar to
Dahej.
MARKET SCENARIO
With increased availability of domestic natural gas to 144 MMSCMD
during the year under review from 82 MMSCMD, downstream infrastructure
capacity has become the constraining factor, i.e. pipe-line capacity
and conversion from other fuels to gas. However, with the commissioning
of new pipelines in early 2011, the Dahej terminal would also get
connected with some of the high potential markets. By 2012-13 many new
pipleines, which are going to be part of the national pipeline grid,
would be commissioned, and would further increase the demand of gas in
the Country.
In the Southern region, new gas pipelines to be operational from 2012
along with PLLÃs Kochi LNG Terminal, will open the high- demand markets
in Karnataka, Tamil Nadu and Kerala. This will also facilitate revival
of NTPCÃs stranded Power plant near Kochi. The Company is also in an
advanced stage of discussion for supply of RLNG to the new 1500 MW
power plant in Delhi, which is likely to become operational in the 3rd
Quarter of 2010.
LNG SOURCING
To cater to the CountryÃs growing demand particularly from power and
fertilizer sectors and full utilization of name plate capacity of Dahej
LNG Terminal, your Company is engaged in sourcing additional volumes of
LNG on long / medium term basis.
Your Company continued to maintain excellent relations with most of the
Global LNG Suppliers for import of long-term as well as spot / short
term LNG supplies. Your Company intends to broad base its sources of
LNG and is in constant touch with various LNG suppliers, beyond the
present 7.5 MMTPA from Qatar, for the expanded capacity of Dahej LNG
Terminal as well as for the greenfield Kochi Terminal.
It is encouraging that your Company, during the financial year 2009-10,
has executed a 20 years Sale & Purchase Agreement with Mobil Australia
Resources Company Pty. Ltd., a subsidiary of Exxon Mobil Corporation
for the supply of 1.44 MMTPA LNG from its Gorgon, Australia Project,
with the potential for additional volumes for CompanyÃs LNG Terminal
under construction at Kochi.
LNG TERMINAL AT KOCHI
Your Company has commenced construction of another greenfield LNG
Receiving, Storage & Re-gasification Terminal of 2.5 MMTPA capacity,
expandable to 5.0 MMTPA at Kochi. The terminal consists of two storage
tanks, vaporization system, utilities and marine facilities. Cochin
Port Trust (CoPT) has allocated 32 ha of land for the LNG terminal at
Puthuvypeen Island in the outer Cochin harbor, which is in the
Puthuvypeen SEZ. The Concession Agreement and Lease Agreement for usage
of water front and land respectively have been executed with Cochin
Port Trust. The EPC Contract for construction of two LNG storage tanks
each of 188,000 cu m (gross capacity) is being carried out by M/s IHI
Corporation, Japan. The tanks have been completed, in as much as roof
raising of both the tanks had been completed by end of May, 2010. The
award of EPC contracts for re- gasification, vaporization plant and
marine facility have also been completed and both these contractors are
also mobilized at site. Approximately, 2000 construction personnel are
presently working at site. The terminal is expected to be mechanically
completed as per schedule by December, 2011.
FINANCING
To meet the funding requirement of the Kochi project, your Company has
opted for Balance Sheet / Asset based financing approach, at a debt
equity ratio of 70:30. During the financial year 2009-10, your Company
has completed the financial closure of Kochi project, and Loan
Agreements were executed with the consortium of Indian Lenders (Rs.
1400 crores), International Finance Corporation (IFC) Washington (USD
200 million) and Proparco of France (USD 100 Million). Equity
requirement for the project is being met through internal accruals.
During the financial year 2009-10, your Company took short-term bridge
loans of Rs. 400 crores to take advantage of lower short- term
financing rates.
GAS BASED POWER PROJECT
Your Company is planning to exploit its downstream synergy with gas
based power generation business. This move is guided by the formidable
challenges the Country is facing in meeting its growing energy needs
with demand continuing to outstrip available and planned generation.
Compared to per capita power consumption of approx. 17000 kWh in
Canada, 7000 kWh in Germany and 2000 kWh in China, per capita
consumption in India is just 900 kWh.
As the Company is in a unique position to provide quality energy to
various users in a sustainable manner, it is planning to set-up a power
plant of 1,200 MW capacity at Dahej contiguous to its existing LNG
terminal. The Government of Gujarat has already allotted 50 hect. of
land for the same. The Detailed Feasibility Report has already been
prepared and is under review for making the final investment decision.
Your Company has an advantage of assured RLNG availability besides the
distinct economic advantages of no VAT (currently), and transportation
charges, over other users of RLNG as fuel. The proposed project will
have an additional benefit of availability of Ãcold energyà extracted
from LNG. The cold energy utilization will enable your Company to raise
the plant capacity and consequently reduce cost of generation.
DEPOSITS
During the year, your Company did not accept any deposits from the
public under Section 58A of the Companies Act, 1956.
EMPLOYEE PARTICULARS
As required, pursuant to provisions of Section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rules, 1975, the names and other particular of employees are set out in
the annexure to the Directorsà Report.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Corporate Governance together with AuditorsÃ
Certificate regarding Compliance of the SEBI Code of Corporate
Governance is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report also contains a separate section on the ÃManagement
Discussion and Analysisà which is a part of the Directorsà Report.
INDUSTRIAL RELATIONS
Your Company continued to enjoy cordial relations amongst all its
employees. No man days were lost due to strike, lock out etc.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
All possible steps have been taken by your Company to achieve the
objective of energy conservation and technology absorption. Your
CompanyÃs engineers have been involved with the Consultants and the
Contractors in all phases of design of Dahej Expansion & Kochi project
in order to ensure optimum conservation of energy and absorption of
technology.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm
a) That your Company had followed the applicable accounting standards
along with proper explanations relating to material departures in the
preparation of the annual accounts;
b) That your Company had selected such accounting policies and applied
those consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss account of the Company for that period;
c) That your Company had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of your
Company and for preventing and detecting fraud and other
irregularities; and
d) That the accounts of your Company have been prepared on a
going-concern basis.
BOARD OF DIRECTORS
During the year under review, Shri R. S. Pandey, Secretary, Ministry of
Petroleum & Natural Gas, ceased as Chairman and Director owing to
superannuation from the services of Government of India w.e.f. 31st
January, 2010 and Shri S. Sundareshan, Secretary, Ministry of Petroleum
& Natural Gas has been appointed as Chairman of the Company w.e.f 17th
February, 2010, Shri Seethapathy Chander ceased as Nominee Director of
ADB w.e.f. 21st July, 2009 and Shri Shantanu Chakraborty has been
appointed in his place as Nominee Director of ADB w.e.f. 2nd September,
2009.
FOREIGN EXCHANGE EARNING AND OUTGO
Your Company has incurred expenditure in foreign exchange to the extent
of Rs.9307.97 Crores during the year under review. Foreign exchange
earnings during the year was Rs. 0.67 Crores.
AUDITORS
M/s. V. Sankar Aiyar & Company will retire at the ensuing Annual
General Meeting of your Company and, being eligible, offer themselves
for re-appointment. The re-appointment, if made, for the financial year
2010-11, will have to be by a Special Resolution as required under
Section 224A of the Companies Act, 1956.
ACKNOWLEDGEMENTS
The Board of Directors thank and wish to place on record its
appreciation of the Ministry of Petroleum and Natural Gas, Government
of Gujarat and Kerala, Promoters of the Company, Rasgas, Exxon Mobil
and other LNG suppliers, Offtakers & Consumers of re-gasified LNG and
the employees of the Company at all levels, for their continued
co-operation and unstinted support. The Directors also express their
sincere thanks to all the Shareholders for the continued support and
trust they have shown in the Management. The Directors look forward to
a bright future with confidence.
On behalf of the Board of Directors
Place : New Delhi (S. Sundareshan)
Date : 18.05.2010 Chairman
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