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GAIL India

BSE: 532155|NSE: GAIL|ISIN: INE129A01019|SECTOR: Oil Drilling And Exploration
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Directors Report Year End : Mar '17    Mar 16

DEAR SHAREHOLDERS,

The behalf of the Board of Directors of your Company, we are delighted to present the 33rd Annual Report of your Maharatna Company, along with Audited Financial Statements for the financial year 2016-17.

PARTNER IN INDIA’S GROWTH - NATURAL GAS LEADER

You will be glad to know that your Company, GAIL (India) Limited is today counted amongst the top Natural Gas (NG) companies in the world. It marks its presence in the entire gas value chain from exploration, processing of gas for value-added products such as LPG, Propane, Pentane, Naphtha, Marketing and Transmission as well as Petrochemicals.

Your Company has an extensive Pipeline network consisting of above 11,000 kms of NG pipeline and above 2000 kms of LPG pipeline. Besides, it has followed business opportunities beyond geographical frontiers to establish its presence globally. Your Company has an office in the USA for shale gas, LNG operations trading office in Singapore and City Gas Distribution (CGD) joint ventures (JVs) in Egypt and China to promote the use of natural gas. Further your Company is also sourcing gas through international Sale Purchase Agreement (SPAs).

Your Company’s environmental friendly business plays a vital role in the social and economic development of the country and makes substantial contribution towards its energy security.

Urja Ganga: Government of India (GoI) has entrusted your Company the task to execute the 2600 km long Jagdishpur Haldia & Bokaro-Dhamra Pipeline project connecting the eastern states of the country to the National Gas Grid. Five states, namely Uttar Pradesh, Bihar, Jharkhand, Odisha and West Bengal will benefit from gaining access to natural gas on affordable and equitable basis. Once completed, the project will help to revive fertilizer plants & CGD project activities in these states, thus giving momentum to their socioeconomic growth. Your Company has also been authorized with the task to develop the CGD infrastructure of seven cities namely Varanasi, Patna, Ranchi, Bhubaneswar, Cuttack, Jamshedpur and Kolkata to access to cleaner fuel i.e., natural gas as Piped Natural Gas (PNG) for household purposes and Compressed Natural Gas (CNG) for fuelling vehicles and transforming the quality of life.

FINANCIAL HIGHLIGHTS

Ministry of Corporate Affairs (MCA) vide notification dated 16 February 2015 notified the Companies (Indian Accounting Standards) Rules, 2015 laying down the roadmap for application of IFRS converged standards IND AS to Indian companies other than banking companies, insurance companies and nonbanking finance companies (NBFCs). As per the notification, all listed companies having net worth of Rs.500 crore or more shall mandatorily transit from 1st April 2016.

Your Company is covered under IND AS w.e.f 1st April 2016. In compliance to Companies (Indian Accounting Standards) Rules, 2015, your Company has prepared its financial statements for FY 2016-17 with comparative figures for FY 2015-16. The Company has adjusted the impact of transition from Indian General Acceptable Accounting Principal to IND AS in the opening reserve of 1st April 2015 and in the Statement of Profit & Loss for FY 2015-16. Further as per the provision of IND AS, the holding, subsidiaries, joint ventures, or associate companies of your Company need to also transit towards IND AS w.e.f. 1st April 2016.

The important financial highlights for the year 2016-17 are as under:

Particulars

2016-17

2015-16*

US $ Million

(Rs. in Crores)

US $ Million

(Rs. in Crores)

Gross sales

7,457

48,789

7,773

52,003

Other income (including other operating income)

194

1,271

162

1,084

Cost of sales (excluding interest and depreciation including extraordinary items)

6,491

42,474

7,162

47,915

Net Exceptional Items (Profit on Sale of Investments & Impairment of Assets)

(46)

(299)

-

-

Gross margin

1,114

7,287

773

5,172

Finance Cost

73

479

120

800

Depreciation

213

1,397

196

1,310

Profit Before Tax (PBT)

827

5,411

457

3,062

Provision for tax

292

1,908

125

836

Profit After Tax (PAT)

535

3,503

333

2,226

Appropriations

-

-

Final Dividend

58

381

57

381

Interim Dividend

165

1,078

47

317

Corporate Dividend Tax

45

295

21

142

Net transfer to/from Bond Redemption Reserve

15

98

5

35

Transfer to CSR Reserve

-

-

(0)

(1)

Transfer to General Reserve

54

350

34

230

Net surplus after Appropriations

199

1,301

168

1,122

1 US $ in INR converted at the exchange rate as on 31st March of the respective financial year

65.43

66.9

*IND-AS has been implemented in FY 2016-17, financial figures for FY 2015-16 reinstated as per IND-AS

DISINVESTMENT BY PRESIDENT OF INDIA

The government of India disinvested 1,53,15,380 shares on January 01, 2017 through CPSE ETF-II. After disinvestment, the President of India shareholding is 69,63,80,452 equity shares, representing 54.90% of paid-up share capital of GAIL.

Again GoI disinvested 78,55,657 shares during March, 2017 through CPSE ETF-III post-bonus allotment of shares. After disinvestment, the President of India shareholding as on date is 92,06,51,612 equity shares, representing 54.43% of paid-up share capital of GAIL.

DIVIDEND

Your Company has a consistent track-record of dividend payment. So far, it has disbursed dividend of over Rs.15,120 Crores to its shareholders including Rs.9,120 Crores as dividend to the GoI.

The Board of Directors of your Company had earlier approved payment of an interim dividend @ 85% on equity share of Rs.10 each (Rs.8.50 per equity share) amounting to Rs.1078 crores on then paid-up equity share capital of the Company (Rs.1268.48 Crores), which was paid in February, 2017. Further, the Board has recommended payment of final dividend @ 27% on equity share of Rs.10 each (Rs.2.70 per equity share on expanded equity post issue of Bonus shares i.e. Rs.1691.30 Crores) for the FY 2016-17 amounting to Rs.457 Crores.

With this, the total dividend payment for the fiscal year 2016-17 shall be Rs.1,535 Crores on a paid-up equity capital of Rs.1691.30 Crores which is 43.81% of PAT and equals to 5% of opening net worth of Rs.30,699 Crores as per the Companies Act, 2013 and in compliance of Department of Investment & Public Asset Management (DIPAM) guidelines. In addition to the payment of dividend to the shareholders, your Company paid dividend distribution tax of Rs.295 Crores.

Capital expenditure to the tune of Rs.17,000 crore (net of capital subsidy) is planned for spending by your Company in next 2-3 years mainly on Pipelines (Urja Ganga Pipeline and others), CGDs and other business expansions through JV route etc. Accordingly, the company requires to plough back from the profits / internal resources to partly fund capex.

CONTRIBUTION TO EXCHEQUER

Your Company has contributed over Rs.5,909 crores in 2016-17 to the exchequer through dividend, duties, taxes and others, as compared to Rs.4,929 crores in 2015-16.

CREDIT RATING

- Domestic Rating

Your Company has been reaffirmed the highest domestic credit rating of AAA from ICRA, CARE and CRISIL and India Rating. This signifies highest credit rating in India, hence, carries lower credit risk of the Company.

- International Rating

The International rating agency, Moody’s International, Singapore, has also reaffirmed the corporate issuer rating of Baa3 with a positive outlook, which is equal to the sovereign rating of India. Further, Fitch Ratings has also assigned a long-term foreign currency issuer default rating of BBB- with a stable outlook, which is also equal to the sovereign rating of India. The international rating agencies, Moody’s and FITCH have rated your Company at par with India’s international rating. The agencies have indicated that your Company’s rating may be upgraded once sovereign rating of India improves.

BUSINESS STRATEGY

Your Company is aligned to the path of growth levers as identified in the master strategy envisioned for the decade spanning upto 2020. Although the strategy undergoes periodic reviews with requisite course corrections, GAIL has been progressing in expanding its foot-prints along the natural gas value chain very scrupulously.

- National Gas Grid

Your Company has been actively engaged in developing the natural gas pipeline network and working towards development of a National Gas Grid structure as a backbone for expanding the infrastructure reach across the country. Government of India is focused to accelerate the grid development for ushering maturity in the domestic gas market. In this endeavor your Company is working on multiple pipeline to its network of over 11,000 kms. Over 60% of the network addition is expected to be achieved from the Jagadishpur-Haldia-Bokaro-Dhamra Pipeline (JHBDPL) at an estimated project cost of Rs.12,940 crores. Project work is under progress as per phase-wise schedule. GoI has already approved 40% capital grant for this project and the first installment of the grant of Rs.450 crore was disbursed during FY 2016-17. Your Company is also working to execute the Vijaipur-Auraiya-Phulpur pipeline (VAPPL) of 672 Km to ensure feed gas supply to JHBDPL. Further, Kochi-Koottanad-Mangalore-Bangalore pipeline (KKMBPL) project of 873 Km is also under execution. With these projects, your Company shall further strengthen its leadership position in natural gas transmission segment.

- LNG Marketing

Gas consumption of the country for the year 2016-17 was around 139 MMSCMD with contribution from domestic producers about 68 MMSCMD. For the first time in India’s energy consumption, the last fiscal year holds significance as natural gas sales from domestic and imported sources was in equal proportion. Your Company, had a sales mix of domestic gas and RLNG in 60:40 ratio. GAIL as a leading player of the commodity holds a market share of about 60% in India.

Your Company tied-up significant LNG from international sources and 5.8 MMTPA of the volumes are expected to commence from Calender Year (CY) 2018 from Sabine Pass Liquefaction and Dominion Cove Point at USA. Over the last few quarters, your Company has concluded various deals towards de-risking the portfolio significantly and also executed swap structures to ensure competitive delivery based pricing at Indian terminals. Residual volumes too are expected to be tied-up based on the encouraging response received from the domestic and overseas market participants. Your Company’s subsidiary, GAIL Global Singapore Pte. Limited, is also pursuing LNG trading activities in international markets.

Your Company executed a non-binding tolling Term Sheet with Dhamra LNG Terminal Private Limited (DLTPL) for booking of 1.5 MMTPA regas capacity at the proposed LNG Terminal at Dhamra, Odisha. Further, your Company is also exploring the possibility of taking equity in DLTPL.

Your Company is in the process of tying up charter hiring LNG ships and also working on logistics optimization models to ensure efficient haulage of LNG from various sources especially USA.

- City Gas Distribution

In order to provide clean fuel for domestic, vehicular and commercial use and to facilitate development of smart cities, your Company plans to expand its city gas distribution network. GAIL Gas Limited, your Company’s wholly owned subsidiary, is implementing CGD projects in the cities of Kota, Dewas, Meerut, Sonepat, Bengaluru & Taj Trapezium and through its JVs in Haridwar, North Goa & Vadodara. Further, as a part of the Urja Ganga Project (Jagdishpur Haldia Bokaro Dhamra pipeline Project), your Company shall on its own or through its subsidiary also implement CGD in six new cities in eastern India. CGD in Kolkata shall be operated through our JV. Your company through its Subsidiary and JV companies over 63% of the CNG stations and 50% share of the domestic PNG connections.

- Petrochemicals

Your Company has a marketing portfolio of polyethylene and polypropylene products over 1 Million Tonnes per annum from the unit 810 KTA unit at Pata and 280 KTA plant operated by the subsidiary, Brahmaputra Cracker & Polymer Limited (BCPL). Your Company and its subsidiary have a combined production share of 25% of the High Density and Liner Low Density polyethylene market in the country.

Further, your company’s petrochemical joint venture namely ONGC Petro-Additions at Dahej was also commissioned during the year.

- Human Resource Development

Your Company realizes the criticality of aligning human resource development initiatives with strategic objectives to achieve organizational goals. Significant steps towards skill development and capability build-up, talent acquisition, development and retention strategies are continuously undertaken for being an employer of choice.

BUSINESS PERFORMANCE

During the year under review, the segment wise business performance of your Company is as under:

- Natural Gas Marketing

Natural gas trading constitutes 70% of the business turnover and continues to be your Company’s core business. During FY 2016-17, gas sales clocked 81.21 MMSCMD, compared to 73.67 MMSCMD in the previous financial year. Domestic gas availability remained stagnant at 48.5 MMSCMD while LongTerm imported volumes witnessed increased consumption vis-a-vis the previous financial year. Consumption of gas by CGD sector at 20 MMSCMD emerged to be the fastest growing segment.

- Transmission 0 Natural Gas

Your Company owns and operates a network of about 11000 kms of natural gas high pressure trunk pipeline with a pan-India capacity to handle volumes of around 206 MMSCMD. The average gas transmission during the year 2016-17 was 100.38 MMSCMD, compared to 92.09 MMSCMD in the previous financial year. The share of third party transmission was 22.18 MMSCMD.

- Fertilizer Sector

During FY 2016-17, your Company achieved total sales of Natural Gas (Domestic RLNG) in the Fertilizer Sector of 25.74 MMSCMD (including 12.09 MMSCMD of Domestic Gas). Your Company is in discussion with upcoming/ revived fertilizer units for supply of gas and it is expected that agreement for supplying gas shall be firmed up during CY 2017.

- Power Sector

During FY 2016-17, your Company achieved total sales of Natural Gas (Domestic RLNG) in the Power Sector of 23.81 MMSCMD (including 19 MMSCMD of Domestic gas). The PSDF Scheme of Ministry of Power for the gas based power sector continued during FY 16-17 and your Company as Pool Operator supplied around 4.0 MMSCMD of incremental RLNG to gas based power plants which is included in the total sales to the Power Sector. The Scheme discontinued on 31st March 2017 and your Company continues to explore opportunities for supply of natural gas to gas based power generation units at affordable prices.

- LPG

Your Company is unique in India to own and operate 2038 Kms of exclusive pipelines for LPG transmission for third-party usage across two major networks. Jamnager-Loni and the Vizag-Secunderabad pipeline networks achieved a throughput of 3.36 MMTPA during the year against 2.82 MMTPA in the previous fiscal year.

- Petrochemicals

The overall production of polymers in 2016-17 was 6.04 lakh MT while your Company marketed 5.77 lakh MT during this period. The total polymers marketed including polymer produced by your Company’s subsidiary, Brahmaputra Cracker & Polymer Limited (BCPL) stood at 6.65 lakh MT, which represents almost a 100% increase over FY 2015-16.

- LPG and Other Liquid Hydrocarbon Production

Your Company has LPG plants at five locations in the country having a production capacity of 1.3 million MT. In 2016-17, total liquid hydrocarbon production was about 1.11 Million MT, of which over 80% constitutes LPG and Propane.

- Exploration and Production (E&P)

As a result of continued portfolio optimization, your Company now has participating interest in 12 E&P blocks of which 10 blocks are in India and the remaining two blocks in Myanmar. Out of these, your Company is Operator in one onland block namely CB-ONN-2010/11 in Cambay basin awarded during the NELP-IX bidding round. Drilling activities continued in four (out of five) blocks. Hydrocarbon discoveries have been notified to the government in two blocks namely GK-OSN-2010/1 and CB-ONN-2010/8. Survey activities are in progress in the remaining NELP-IX block AA-ONN-2010/2.

The E&P business has continued to be revenue self-sustainable for the third consecutive year due to earnings from four blocks (two blocks each in Myanmar and Cambay basin). Your company earned revenues to the tune of Rs.615.28 crores from these blocks during the year.

INITIATIVES FOR FUTURE GROWTH 0 Petrochemicals

In order to establish your Company as a significant petrochemical player, especially in Asia, focus was given to develop export capability. GAIL exported 14,000 MT of polymers as a step in this direction. Your Company targets to continue exports based on opportunities in the region.

Your Company along with Hindustan Petroleum Corporation Limited (HPCL) is carrying out various studies for setting up a Greenfield Naphtha/ Ethane-based petrochemical complex in Andhra Pradesh.

- LNG Regasification Terminals

Your Company is evaluating various opportunities for setting-up/booking LNG Regasification capacity in the country. It has signed a non-binding Tolling Term Sheet with Dhamra LNG Terminal Private Limited (DLTPL) for booking of 1.5 MMTPA capacity in the proposed Dhamra LNG Terminal. This is over and above the capacity already booked at Dabhol and Dahej of 6.5 MMTPA.

- LNG Shipping

Currently, your Company is in the process of charter hiring of ocean carriers for evacuating FOB contracted LNG volumes from east coast of USA. Company has engaged the services of Shipping Corporation of India in this regard. Number of ships for hire shall be fixed based on the residual volume to be brought directly to India from USA after considering international sales and swap transactions.

- Natural Gas Pipeline Projects

During the financial year, your Company completed 14 pipeline projects including Last mile connectivity of approximately 437 kms, to harness the commercial utilization of various pipeline networks in the states of Karnataka, Gujarat, Goa, Haryana, Rajasthan, Maharashtra and Punjab. The pipeline revamp projects in KG and Cauvery Basin are completed over 90% and over 80% in Gujarat and are targeted for completion during the current year.

- Non-Conventional Energy

Your Company is committed to reduce the carbon emission and implement renewable energy projects. Your Company has a total installed capacity of 118 MW of Wind Energy Generation Projects (WEG) and has recorded 43% growth in the revenue from wind energy.

As part of its commitment towards sustainable development, your Company is also installing a 5.76 MW grid connected roof top solar power plant at its petrochemical complex at Pata, U.P. The power generated shall be consumed within the petrochemical complex and substitute the power drawn from the grid to generate significant cost reduction and also carbon footprint of GAIL.

- Coal Gasification

Your Company is also entering into coal gasification by setting up surface coal gasification based urea project at Talcher. The project, with an estimated cost of Rs.8000 crores is envisaged for the production of 2200 MTPD ammonia and 3850 MTPD urea. A joint venture company Talcher Fertilizers Limited was formed with consortium partners namely GAIL, Coal India Limited (CIL), Rashtriya Chemicals and Fertilizers (RCF) and Fertilizer Corporation of India Limited (FCIL). Pre-project activities are on full swing with M/s Shell being selected the Licensor. Approvals from CCEA /GoI are targeted to be completed to lay foundation for starting the project activities during the current fiscal year.

RELATED PARTIES - SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

Your Company has formed subsidiaries/ associates/ joint venture companies for CGD, petrochemicals, LNG, gas trading, power generation and shale gas. It has played pioneering role in introducing city gas projects for natural gas supplies to households, commercial, industrial and transport sectors through its subsidiary and joint venture companies. Contracts or arrangements/ transactions with related parties were on arm’s length basis and in ordinary course of business.

Your Company’s subsidiaries/ associates/ joint venture companies contributed significantly to its business expansion activities. A statement containing the salient feature of the financial statements of your Company’s Subsidiaries, Associate Companies and Joint Ventures as per first proviso of section 129(3) of the Companies Act, 2013 including details of individual contribution of all subsidiaries, associates and joint venture companies towards the overall performance of the Company during the period is given under Consolidated Financial Statements.

The details of subsidiaries/ associates/ joint venture companies operations are provided as:

NATURAL GAS, LNG AND POWER

- GAIL Global (Singapore) Pte. Limited (wholly owned subsidiary)

GAIL Global (Singapore) Pte. Ltd. (GGSPL), primarily started as an overseas investment arm of your Company and was operationalized for LNG trading in 2012. It commenced its business operations in May 2012. GGSPL is now actively involved in business activities in the area of LNG Trading. Until March 31, 2017, GGSPL has traded 54 LNG cargoes so far out of which 23 were traded during the financial year 2016-17.The turnover for 2016-17 was USD 494 million.

GGSPL has also been mandated by your Company to market part of the Henry Hub linked LNG volume sourced from the USA, in the international market. It is making its best efforts to market such volumes in the international market. The supplies against the said volumes are expected to start from the year 2018.

- GAIL Global (USA) Inc (wholly owned subsidiary)

GAIL Global (USA) Inc.(GGUI), was incorporated as a wholly owned subsidiary of GAIL to undertake investment in the Eagle Ford shale gas asset with the objective to enter into the US shale gas market and bring shale gas technology to India. GGUI executed a definitive agreement with M/s Carrizo Oil & Gas Inc., USA (Carrizo) on September, 2011, to enter into an unincorporated JV in the Eagle Ford Shale asset inTexas. The subsidiary acquired a 20% participating interest in this JV. Carrizo, with the remaining 80% participating interest, functions as the operator of the JV.

During the year, seven wells came online, taking the total number of online wells to 106 as on December 31, 2016. The gross production volume of GGUI during calendar year 2016 was 669 million barrel of oil equivalent (Mboe).

- GAIL Global (USA) LNG LLC (wholly owned subsidiary of GGUI)

GAIL Global (USA) LNG LLC (GGULL) signed a contract with Dominion Cove Point LNG, LP (DCP) to book LNG tolling capacity of 2.3 MMTPA in its Cove Point terminal. It also signed Gas Sales & Purchase Agreement (GSPA) with WGL Midstream, Inc. for sourcing gas for liquefaction at the terminal. The construction activities at the terminal are on track and it is expected to be in service by December 2017.

- GAIL China Gas Global Energy Holdings Limited

GAIL China Gas Global Energy Holdings Limited was formed with an objective to pursue gas sector opportunities, primarily in China. Your Company has a 50% equity stake with China Gas Holdings Limited as an equal partner.

- Petronet LNG Limited (PLL)

PLL was formed in 1998 to set up LNG import and re-gasification facilities in India. It currently owns and operates a 15 MMTPA capacity LNG re-gasification terminal at Dahej, Gujarat. The capacity is being expanded to 17.50 MMTPA. PLL has also setup an LNG regasification terminal at Kochi, Kerala with a name plate capacity of 5 MMTPA.

Your Company has 12.5% equity stake in PLL along with Bharat Petroleum Corporation Ltd. (BPCL), Oil and Natural Gas Corporation (ONGC) and Indian Oil Corporation Limited (IOCL) as equal partners.

- Ratnagiri Gas and Power Private Limited (RGPPL)

RGPPL was formed as a joint venture with NTPC for taking over and operating the erstwhile Dabhol Power Project assets consisting of 1967.08 MW gas based combined cycle Power Block and 5MMTPA LNG Block. The assets were transferred to RGPPL in October, 2005.

Your Company currently has 25.51% equity stake in RGPPL along with NTPC holding 25.51%, MSEB Holding Company Limited holding 13.51% and Indian Financial institutions holding 35.47%.

The power block was revived and has been under commercial operation since May 19, 2009. However, it could not be operated in FY 2014-15 due to the non-availability of domestic gas.

With support of the GoI for stressed power plant under the Power System Development Fund (PSDF) scheme, RGPPL commenced power generation on November 26, 2015 for supply to the railways in the states of Maharashtra, Gujarat, Jharkhand and Madhya Pradesh to the tune of 500 MW. The PSDF scheme was available till March 31, 2017 only. During the financial Year 2016-17, a total of 4426 BUs were supplied to the Indian Railways using 857.4 MMSCM of natural gas. Total revenue earned from sale of energy in FY 16-17 was Rs.2105.67 Crores.

RGPPL signed a 5-year Power Purchase Agreement with railways for 500 MW and Gas Sales Agreement with GAIL for 5 years w.e.f April 01, 2017. As a result, the power plant is presently running and generating approximately 470 MW of power, which is being supplied to the railways.

The LNG Terminal commercial operations commenced in May, 2013. RGPPL entered into a framework agreement with GAIL as Commercial Operator for 25 years on tolling basis. A total of sixty three cargos have been successfully unloaded since it’s commissioning with fifteen being unloaded during FY 2016-17. The total revenue earned from the plant by LNG Terminal during 2016-17 was Rs.266.69 Crores and from commissioning till 31st March 2017 is about Rs.1007 crores. However, the terminal is still operating at partial capacity (about 1.5 MMTPA as against 5 MMTPA), due to the absence of breakwater facilities. The breakwater construction process has been initiated and the terminal is expected to become fully operational during2019-20.

The process of the demerger of the power and LNG blocks is also under progress under the revised RBI norms and to enable availability of funds for the construction of breakwater to achieve the full potential of the LNG terminal.

CITY GAS DISTRIBUTION (CGD)

- GAIL Gas Limited (wholly owned subsidiary)

GAIL Gas was incorporated in the year 2008 GAIL Gas has achieved a phenomenal growth of 82 % in volume on year on year basis. The Company achieved gas sales volume of 1356 MMSCM during FY 2016-17.

The Profit Before Tax (PBT) of the Company has increased by Rs.39 crores over the previous year while the sales revenue increased by Rs.1248 crores. The additional customer base of industrial, commercial and transport sectors have been expanded with rigorous marketing efforts. Company has entered into agreements with OMCs for setting up retail outlets of CNG to expand the reach and cater to the increasing demand and availability of CNG. GAIL Gas has set up additional 10 CNG stations at Sonepat, Meerut, Dewas & TTZ Geographical Areas in FY 2016-17 which will create enhanced availability of Green Fuel. The company has taken various marketing initiatives to reach out to prospective consumers for Domestic PNG Connections.

Company has also strengthened its various interfaces with Customers through development of digital platforms i.e (1) Online Registration for Domestic Customers (2) Online Payment Gateway (3) Mobile Application (4) Online Feedback submission (5) Online Industrial PNG Request System etc. The CNG sales of GAIL Gas has grown 30 % on year on year basis.

In Bengaluru GA, GAIL Gas has laid 42 KM of steel Pipeline and 245 KM of MDPE Pipeline network. 19,370 Domestic customers have been connected during the year. Company also commissioned 03 CNG station in Bengaluru and commercial operations has started at 01 CNG station. Further, 10 CNG stations are planned in FY 2017-18.

- Aavantika Gas Limited (AGL)

AGL was incorporated to implement CGD projects in Madhya Pradesh. As on March 31, 2017, AGL operated 22 CNG stations including 9 daughter stations, 9 online stations and 4 mother stations in Indore GA (including Ujjain) and Gwalior GA.

Further, as on March 31, 2017, AGL supplied PNG to around 12658 Domestic, 58 commercial & 75 industrial customers in its authorized geographical regions. AGL is also catering to the fuel requirement of around 22,190 CNG vehicles operating in the region. GAIL has 49.97% stake along with HPCL as an equal partner.

- Bhagyanagar Gas Limited (BGL)

BGL was incorporated to implement CGD projects in the united Andhra Pradesh. As on March 31, 2017, BGL operated 41 CNG stations including 33 daughter stations, 5 online stations and 3 mother stations.

Further, as on March 31, 2017, BGL supplied PNG to 6608 households, 59 commercial & 5 industrial customers in its authorized geographical regions. BGL is also catering to the fuel requirement of around 39246 CNG vehicles operating in the region. GAIL has 49.97% stake along with HPCL as an equal partner.

- Central UP Gas Limited(CUGL)

CUGL was incorporated to implement CGD projects in Uttar Pradesh. As on March 31, 2017, CUGL is operated 18 CNG stations including 3 daughter stations, 11 online stations and 4 mother stations.

Further, as on March 31, 2017, CUGL supplied PNG to 19333 domestic, 177 commercial & 51 industrial customers in its CUGL authorized geographical regions. CUGL is also catering to the fuel requirement of around 56599 CNG vehicles operating in the region. GAIL has 25% stake along with BPCL as an equal partner.

- Green Gas Limited(GGL)

GGL was incorporated to implement CGD projects in Uttar Pradesh. As on March 31, 2017, GGL operated 19 CNG stations including 7 ‘v daughter stations, 6 online stations & 6 mother stations.

Further, as on March 31, 2017, GGL supplied PNG to around 16200 domestic, 23 commercial & 8 industrial customers in its authorized geographical regions. GGL is also catering to the fuel requirement of around 41318 CNG vehicles operating in the region. GAIL has 49.97% stake along with IOCL as an equal partner.

- Indraprastha Gas Limited (IGL)

IGL was incorporated to implement CGD projects in Delhi’s the National Capital Territory (NCT) and cities in adjoining National Capital Region (NCR). As on March 31, 2017, IGL operated 421 CNG Stations including 45 daughter stations, 306 online stations & 70 mother stations.

Further, as on March 31, 2017, IGL supplied PNG to 742206 domestic, 1816 commercial & 932 industrial customers in its authorized geographical region. IGL is also catering to fuel requirement of 892319 CNG vehicles operating in the region. GAIL has 22.5% stake along with BPCL as an equal partner.

- Mahanagar Gas Limited (MGL)

MGL was incorporated to implement CGD projects in Mumbai & adjoining areas. As on March 31, 2017, MGL operated 203 CNG stations including 32 daughter stations, 151 online stations & 20 mother stations.

MAHANAGAR

Further, as on March 31, 2017, MGL supplied PNG to 9,48,892 domestic, 3220 commercial & 62 industrial customers in its authorized geographical region. MGL is also catering to the fuel requirement of 5,45,505 CNG vehicles operating in the region.

Your Company accorded approval to Mahanagar Gas Ltd.(MGL), to issue fully paid up unsecured Compulsory Convertible Debentures(CCDs) at par to the Government of Maharashtra (GoM) due to which equity holding of GoM increased to 10% of the total paid-up equity capital. Further, your Company also accorded approval to off-load the equity shares held by it and BG Asia Pacific Holdings Pte. Limited (BGAPH) each upto 12.5% of MGL equity through the Initial Public Offering (IPO). MGL equity shares were listed on NSE and BSE. Your Company’s equity holding in MGL post-IPO is 32.5% along with BGAPH as an equal partner.

- Maharashtra Natural Gas Limited (MNGL)

MNGL was incorporated to implement CGD projects in and around Pune. As on March 31, 2017, MNGL operated 42 CNG Stations including 17 daughter stations, 20 online stations & 5 mother stations.

Further, as on March 31, 2017, MNGL supplied PNG to 5,08,51 mngl domestic, 169 commercial and 129 industrial consumers in its authorized geographical region. MNGL is also catering to the fuel requirement of 1,40,378 CNG vehicles operating in the region. GAIL has 22.5% stake along with BPCL as an equal partner.

- Tripura Natural Gas Company Limited (TNGCL)

TNGCL was incorporated to implement CGD projects in Agartala. As on March 31, 2017, TNGCL operated 6 CNG stations including 3 daughter stations and 3 mother stations.

Further, as on March 31, 2017, TNGCL supplied PNG to 28669 Domestic, 354 commercial & 50 industrial customers in its authorized geographical region. TNGCL is also catering to the fuel requirement of 9103 CNG vehicles operating in the region. GAIL has 48.98% stake in TNGCL.

- Vadodara Gas Limited (VGL)

Your Company holds 32.93% stake in VGL in lieu of transfer of CNG stations associated pipeline laid in the city for connecting CNG station at market value on Slump Sale basis against the issue of shares at par along with GAIL Gas Ltd. and VMSS holding ‘ Rs.17.07% and 50% stake respectively. VGL operates 9 CNG stations in Vadodara with compression capacity more than 98,550 kg/day.

VGL also caters to the Piped Natural Gas (PNG) requirements of its consumers in domestic and commercial sectors. It supplies PNG to 84,432 houses and 2,456 commercial sectors in the city through a 940 km long PE pipeline distribution grid and 3 district pressure regulating system. It is also developing a new MDPE network in and around the city of Vadodara to cater to the PNG requirements of the domestic and commercial sectors.

PETROCHEMICALS

- Brahmaputra Cracker and Polymer Limited (BCPL)

BCPL was incorporated in the year 2007. Your Company has 70% equity stake ry-Y’T- in Brahmaputra Cracker and Polymer Limited (BCPL), with Oil India Limited (OIL), Numaligarh Refinery Limited (NRL) and the | ‘ ; Government of Assam each having 10% equity share. BCPL has set up 2, 80,000 TPA polymer plant in Assam.

During the FY-2016-17, 99540 MT polymer and 14129 MT liquid hydrocarbons have been produced. The polymers produced by BCPL are marketed by GAIL under Marketing Agreement.

- ONGC Petro-additions Limited (OPaL)

ONGC Petro-additions Limited (OPaL), a joint venture company promoted by GAIL, ONGC and GSPC has commissioned a green field petrochemical project at Dahej, Gujarat with a capacity to produce 1.4 MMTPA of polymers (Polyethylene-PE and Polypropylene-PP) as the final products. Hon’ble Prime Minister, Shri Narendra Modi dedicated the plant in service to the nation on March 07, 2017. Your Company has made an investment of Rs.994945 Crores in OPaL.

OTHERS

- TAPI Pipeline Company Limited (TPCL)

Your Company is pursuing the Turkmenistan-Afghanistan-Pakistan-India (TAPI) Pipeline project to receive natural gas supply from the Galkynysh fields of Turkmenistan. Gas Sale Purchase Agreement (GSPA) to import 38 MMSCMD gas into the country has already been signed. TPCL was incorporated in ‘Isle of Man’, to build, own and operate the proposed TAPI pipeline. It has engaged a consultant for providing Project Management and FEED Consultancy Services for the Afghanistan - Pakistan section of the pipeline. Your Company holds 5% equity in TPCL. The Shareholder’s Agreement and Investment Agreement have also been signed. The project execution is subject to certain condition precedents.

- South-East Asia Gas Pipeline Company Limited (SEAGP)

SEAGP was formed in the year 2010 to transport natural gas from A1/A3 blocks in Myanmar to the Myanmar-China border. During 2016-17, this pipeline transported an average of 14 MMSCMD of natural gas. Your Company has a 4.17% equity stake in SEAGP.

- Talcher Fertilizers Limited

A consortium comprising of your Company, CIL, RCF and FCIL was formed in 2015 to revive the FCIL Talcher fertilizer unit in the Angul district of Odisha. The MoU was signed by the consortium partners on September 05, 2013. Subsequently, the joint venture company, Rashtriya Coal Gas Fertilizers Limited, was incorporated on November 13, 2015. The company was renamed as “Talcher Fertilizers Limited” in May 31, 2016. Your Company holds 29.67% in this JVC. In principle approval of allocation of North Arkhapal Coal Mine (50%) has been received.

PARTICULARS OF LOANS, INVESTMENTS AND CORPORATE GUARANTEES

Details of investments, loans and guarantees covered under Section 186 of the Companies Act, 2013 forms part of financial statements, as a separate section in the Annual Report FY 2016-17.

IT ADVANCEMENTS & FUNCTIONAL EXCELLENCE

Your Company has started ‘Digital GAIL’ initiative with a vision to leverage the benefits of state-of-the-art Analytics, Mobility and Collaboration Platforms to support different business functions of GAIL including Plant Operations & Maintenance by integrating IT Systems with Plant & Pipeline Systems.

To align Your Company’s ERP system for Regulatory and Statutory Compliance, successful migration to the latest tax procedure was done as a pre-requisite for Goods and Services Tax (GST) readiness.

Your company has successfully implemented GST at all locations from 1st July 2017. The other business segments of the company such as Gas Transmission, Petrochemical, and LPG/LHC etc. are covered under GST. Your company has organised GST awareness workshops at different work centres for vendors & customers with a view to spread awareness among the stakeholders for GST.

Your Company has implemented next generation unified communications & collaboration platform with audio-video capability for enhanced employee collaboration.

After successful implementation of latest ISO 27001 Information Security Management System framework, a Security Operations Centre (SOC) was established along with Advanced Persistent Threat mitigation system to alleviate new types of cyber-security risks. Your Company has also implemented state-of-the-art Private Cloud infrastructure and initiated several new projects for improving network connectivity and information security.

A Project Monitoring System has been developed in your Company to digitize monitoring and control of the pipeline projects. This system will help the management to have better insight into the projects on a real-time basis through charts and reports and will facilitate decision making and early resolution of issues.

Your Company is in the process of implementing the SAP Treasury and Risk management (TRM) module which will help in mapping various treasury functions that are being operated centrally from Corporate Office. Apart from the above, the TRM will also include the implementation and management of provident fund & pension related investments.

In line with the ‘Digi-Dhan’ campaign of the Government of India, Your Company has taken an initiative to bring awareness on digital payments and cashless transactions among the employees, contract workers etc. at various GAIL locations.

- Pipeline Intrusion Detection System (PIDS):

In order to ensure real time surveillance of pipelines, GAIL has installed Pipeline Intrusion Detection System (PIDS) on trial basis at Piyala to Loni, 72 km. section and about 175 kms along Vizag to Secunderabad LPG pipeline netwroks. The detection system works on Distributed Acoustic sensing Technology utilizing the optical fiber cable (OFC) along the pipeline. Various events like manual excavation using hand tools, machine excavation, vehicle movements, agricultural activities, valve operation detection, fiber break, scrapper pig location etc. are identified automatically and alarm generated accordingly on the operators HMI graphics screen.

- Integrated Security Command and Control Center:

To enhance the safety and security of GAS/LPG pipelines in the densely populated NCR and across other north Indian states, an Integrated Security Command and Control Center has been established at Infohub, Noida. Round-the-clock monitoring of functions such as Pipeline ROU surveillance, live CCTV footage of pipeline facilities, critical pipeline maintenance activities etc. are being undertaken along 2000 kms of gas & LPG pipeline operating in the northern region.

HEALTH, SAFETY AND ENVIRONMENT (HSE) MANAGEMENT

- Corporate HSE Policy:

The HSE Best Practices in your Company are primarily driven through a Corporate HSE Policy which is a statement of commitment of the management of your Company. Your Company is committed to giving highest priority to Occupational Health, Safety of Plants and Pipelines & Personnel in a serene environment. Uniform well-designed HSE Management System is in place to support our commitment. Your Company conducts its business in harmony with nature and promotes sustainable development. Employees and contract workers are encouraged to adopt safe working habits and behavior to ensure an effective implementation of the HSE Policy and empowered to notify and stop any unsafe work / act, as may so arise.

- Safety Performance

Safety performance is measured in your Company through the “HSE Score” which is evaluated on the basis of important HSE Management System elements. Your Company achieved the HSE Score of 92.94% as against the MoU target of 90%.

- Safety Training

Training is a key to the safety of people and premises. Your Company imparts regular and structured HSE training including Behavior Based Safety training to its employees to upgrade their skills, knowledge and competence, in order to perform their HSE functions effectively and developing an effective safety culture. Regular training is also imparted to contract workers, tanker drivers and others to create awareness of the probable hazards in their work area so as to avoid and safeguard against unsafe actions.

- Safety Audits

Safety audits are regularly conducted to ensure the implementation of the HSE Management System Guidelines and Emergency Preparedness. These audits are performed by both external safety auditors and experienced in-house auditors.

- Occupational Health

Your Company has implemented occupational hygiene measures and medical surveillance programs to monitor and control the occupational health of its employees, based on defined guidelines. All employees at various work centers undertake periodic medical examination as per these guidelines. The Corporate Occupational Health Committee meets on a quarterly basis to monitor the occupational health program in your Company and the effectiveness is evaluated based on the outcome of the Health Audit undertaken through in-house multi-disciplinary teams.

SUSTAINABILITY INITIATIVES

This year your Company published its seventh Sustainability Report -’Rejuvenate. Resonate. Redefine’ for FY 16-17 based on the Global Reporting Initiative (GRI) G4 Guidelines. Sustainability reporting has helped in measuring and monitoring your Company’s performance and move beyond the mandatory requirements to ingrain sustainability culture within the organization. It has served as an important management tool, helping us to revisit our systems, policies and procedures. Your Company’s Sustainable Development Committee, comprising of Functional Directors and an Independent Director as the Chairman, regularly monitors performance under sustainability initiatives.

Your Company believes that it is important to collaborate with industry leaders, associations and peers to address national and global sustainability challenges and work towards a common goal. Your Company has collaborated in the study on “Climate Change Risks: Preparedness for Oil and Gas Sector” undertaken by the Federation of Indian Petroleum Industry (FIPI) and The Energy and Resources Institute (TERI).

In line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requirements, Business Responsibility Report (BRR) 201617 is contained in a separate section of the Annual Report.

VIGILANCE

Corporate Vigilance department of your Company is ISO-9001:2008 certified for having adopted Quality Management System in compliance with the requirements of ISO. Various initiatives such as Bill Watch System, e-tendering, e-payments etc. have already been implemented in the past for the benefit of vendors and suppliers to bring transparency in its systems and processes. A number of system improvements were affected in your company during the year for effective utilization of its resources, which in turn would help to prevent corruption and ensure all round good governance. Some of these improvements are:

- Implementation of the system for pegging percentage fee payable to the Architect / Consultant on the original contract value.

- Timely appointment of Third Party Inspection Agency (TPIA) before award of the jobs / works as required.

- Implementation of several smart-phone enabled applications related to business transactions of the Company for increasing organizational efficiency.

The Vigilance Awareness Week-2016 was observed on the theme “Public participation in promoting integrity and eradicating corruption” at the corporate office and at all the work centers from October 31 to November, 05, 2016. In order to create better awareness on corruption and its effects amongst the youth and college students, various competitions such as debates, elocution, panel discussion were organized in colleges/schools at Kolkata, Chennai, Guna, Bengaluru, Jhabua, Jaipur, Noida, Dibiyapur and Vadodara. Topics on corruption and its ill effects, importance of morals and values, honesty and integrity, ethics, transparency in governance, ways in which the youth can participate in the fight against corruption and such related issues were the subject of debate in these competitions. In order to create awareness among GAIL employees and the related work force, various competitions including essay writing, slogan writing, poster paintings, online quiz and debates were held during the week. Other events including banners/ posters/ painting display, and marches and rallies were also organized at various work centers.

A magazine “JAGROOK” containing CVC circulars, vigilance related puzzles, cartoons, articles and case studies was also published. Customer interactive meet across business segments were organized at NCR Zonal office and Mangalore for their active engagement on related matters.

CAPABILITY BUILDING - Human Capital

Your Company invests dedicated resources in order to be the preferred employer to attract and retain requisite talent. The Company’s Intellectual Capital is carefully nurtured and channelized to cater to its business plans for maximising value. Value Added per Employee reflects our emphasis to make the optimal & productive use of the available resources and business opportunities. For the year under review, Value Added per Employee was Rs.218.38 lacs.

- Leadership Development Program

Your Company gives priority to develop its Leadership capability. As part of the Leadership Development Program, we continued to undertake the Senior Management Development Centre (SMDC) exercise with great emphasis on the developmental aspects of individual executive. Your Company believes that capability building and enhancing competency of employees is the key to the successful execution of strategic plans. As on date, almost all the senior executives in E-6 Grade and above have been covered under the program.

To percolate the benefit of the SMDC Program, your Company has extended the same to executives in E-5 grades as well. In an initial spell during the year, over 300 executives were covered.

- Capability Development

The GAIL Training Institute (GTI) organizes systematic and structured programs for capability building across all levels within the organization on a continuous basis. In recognition of the initiatives taken, GTI was conferred with the prestigious Golden Peacock National Training Award - 2016.

Your Company is also playing a proactive role to support the National Skill

Development Mission through active participation in the creation of Hydrocarbon Sector Skill Council (HSSC) and providing skill based training to create a pool of skilled manpower for City Gas Distribution network and midstream hydrocarbon industry.

- Representation of Priority Section

Your Company has been complying with the Presidential Directives and other instructions/guidelines issued from time to time pertaining to Policies and Procedures of Government of India in regard to reservation, relaxations, concessions etc. for Scheduled Castes (SCs), Scheduled Tribes (STs), Other Backward Classes (OBCs) and Persons with Disabilities (PWDs) in Direct Recruitment.

Details with regard to group-wise total number of employees and the representation of Scheduled Castes, Scheduled Tribes, and Other Backward Classes amongst them in your Company as on March 31, 2017 have been given in Table below:

Group

Employees on Roll

SC

ST

OBC

PWD

A

3149

497

202

579

46

B

537

102

61

108

11

C

603

102

22

188

35

D

61

17

06

16

01

C&MD DIRECTORS & CVO

05

-

-

-

-

Total

4355

718

291

891

93

A total of 121 new employees joined your Company during the FY 2016-17, taking the total manpower as on March 31, 2017 to 4355 (including Whole-time Directors & CVO) with 16.48 % of its employees belonging to SC category, 6.68 % to ST category, 20.45% to the OBC category, 7.99 % to minorities and 2.13% to the PWDs category. Your Company’s workforce comprised of 257 women employees as on March 31, 2017.

- Official Language

The Official Language implementation Committees at the Corporate and Work Centre level meets on a quarterly basis to monitor and review the progress of achievement of targets fixed in the Annual Program issued by the Govt. of India.

Hindi workshops/trainings are organized on regular basis at GTI, Jaipur and Noida and at other work centres. Hindi computer training sessions are integral part of these programmes. During the year 2016-17, 1897 employees were provided formal training through 101 workshops.

Hindi Fortnight was celebrated from September 14 to 28, 2016 to promote the use of the official language. Your Company now uses special software to generate administrative orders in both Hindi and English. You will be glad to know that we are one of the few PSUs to implement this facility.

The 17th ‘Rajbhasha Sammelan’ was organized on November, 26 and 27, 2016 to promote the use of Hindi and review the progress made on the implementation of the official language in the Company.

The First Sub-Committee of Committee of Parliament on Official Language inspected the Pata, Bengaluru, Haridwar, Kochi and Mumbai offices to review the steps undertaken to promote the official language and were appreciative of our efforts undertaken.

A meeting of Hindi Salahkar Samiti was organized on April 22, 2017 at Srinagar (J&K) by the MoP&NG under the chairmanship of Minister of State for Petroleum & Natural Gas (I/C). Your Company also participated in this meeting and received Petroleum Rajbhasha Award (Consolation) for the year 2015-16.

- Sexual Harassment of Women at Workplace

Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment ofWomen at workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

During the year 2016-17, 3 (three) sexual harassment complaints were received and the same were disposed of.

INNOVATION, RESEARCH AND DEVELOPMENT (R&D)

To inculcate and encourage innovation and creativity in the organization, your Company has established a Suggestion Scheme to elicit ideas and process modification proposals from employees. The suggestions are evaluated by a committee and implemented based upon their feasibility. The best suggestion is awarded with the CMD trophy. Incremental innovations are also pursued through Quality Circle initiatives.

Your Company is committed to spend over 1% of its PAT on Research and Development (R&D) efforts to address the important industry challenges of maintaining the safety and integrity of the gas processing & petrochemical plants, transmission and distribution systems, controlling costs and enhancing productivity, and maintaining environmental stewardship.

Currently your Company has engaged in greater R&D collaboration with various Engineering Institutes and CSIR laboratories to pursue a judicious portfolio of basic, applied and pilot R&D projects in the identified thrust areas. Various developmental projects are also undertaken at sites to improve safety and efficiency of existing installations.

The major research initiatives undertaken in FY 2016-17 include, the application of high resolution satellite imagery for pipeline monitoring, development of Robot for Health Monitoring of Pipeline, pilot testing of wireless sensor network for pipeline data transfer, setting-up of a Pilot plant for conversion of waste plastic to diesel, development of novel adsorbent materials for low pressure storage of natural gas, and testing of a 5 KW PEM fuel cell and projects on CO2 conversion and utilization.

Your Company is also focused on augmenting the gas supply through new sources. Apart from carrying out bench-scale work on methane recovery from marine gas hydrates, your Company is also associated with the National Gas Hydrate Program. It has also become an industrial partner in the Indo-US strategic research initiative under the Solar Energy Research Institute for India and USA (SERIIUS) program.

Further, your Company is planning to invest in start-ups as they have the potential to improve existing businesses, create new business and increase manufacturing base. Given the government policies are also increasingly in favor of start-ups. Your Company has allocated a corpus of Rs.50 Crores for taking up investments in this sector to give a fillip to the government’s efforts and to reap benefits from the start-ups portfolios. The start-up initiatives are in the process of roll-out during the current calendar year.

TOTAL QUALITY MANAGEMENT

Your Company is committed to enhancing customer satisfaction and standarzing business processes through the implementation of a Quality Management System. We achieved a customer satisfaction level of 92% during FY 2016-17 and committed to further improve our rank. Your Company endeavors for continual and sustainable improvement through the implementation of effective quality practices, innovation and standardization. Management System and Energy Management System along various pipelines & process units and the Quality Management System at corporate and marketing offices has been implemented. Your Company undertakes Quality Circle projects with engagement of its employees resulting in high employee morale and increased productivity.

PROCUREMENT FROM MICRO AND SMALL ENTERPRISES (MSEs)

The Government of India has notified a Public Procurement Policy for Micro and Small Enterprises (MSEs), Order 2012.

In terms of said policy, out of the total eligible value of annual procurement of approximately, total procurement made from MSEs was Rs.811.63 crores constituting 25.85%.

MOU PERFORMANCE

A Memorandum of Understanding (MoU) is signed every year between your Company and its administrative ministry i.e. MoP&NG, through which performance targets for the year are set. The thrust while fixing MoU targets was on improving performance of the critical aspects of the Company including key financial parameters, gas marketing, gas transmission, project implementation, capital expenditure & polymer production etc. MoU for the year 2016-17 was signed between Chairman & Managing Director and Secretary (P&NG), Government of India on August 05, 2016.

Your Company achieved ‘Very Good’ MoU rating for the financial year 2015-16. The evaluation of MoU 2016-17 is under progress and the final evaluated MoU score and rating is expected to be announced during December 2017.

LAURELS - Corporate

- Dun & Bradstreet’s ‘India’s Top PSUs & PSU Awards 2016’ in the category ‘Manufacturing: Gas - Processing, Transmission and Marketing’

- SCOPE Meritorious Awards 2014 - 15 in the category ‘RTI Act - 2005 Compliance’

- ASSOCHAM 2nd Corporate Governance Summit cum Excellence Award 2015-16 as a winner under Listed Public Sector Category

- GAIL conferred with the “Economic Times 2 Good CSR Rating”- Only PSU to be feted in ‘All Round Excellence’ category

- Health, Safety & Environment (HSE)

With its continued focus on HSE across its installations, your Company has won the following awards during the year 2016-17

- Prestigious OISD awards for the Year 2014-15 from the Honorable Minister of State (IC),P&NG, Sh. Dharmendra Pradhan for the following categories:

- Pata under category “Other Processing Plant”

- Vijapur under category “Other Processing Plant”

- Hazira- Vijaipur- Jagdishpur Natural Gas Pipeline under category “Cross Country Pipeline - LPG & Gas Pipeline”

- Most Consistent Safety Performer - Gas Processing Unit, Gandhar Gas Processing Plant”

- GAIL Vaghodia GPU and Compressor Station, Vaghodia- 4th Level Award: PRASHANSA PATRA, from the National Safety Council of India

- HVJ Compressor Station, Vijaipur- 2nd Level Award: SHRESHTHA SURAKSHA PURUSKAR (Silver Trophy), from the National Safety council of India

- GPU Gandhar Suraksha Puraskar (Bronze Trophy) from the National Safety council Mumbai for the year-2015 0 GPU Vijaypur received 14th National Award for Excellence in Cost Management-2016

RIGHT TO INFORMATION

In order to promote transparency and accountability, an appropriate mechanism has been set up across the Company in line with the Right to Information Act, 2005. Your Company has nominated CPIO/ACPIOs/ Appellate Authorities at its units/offices across the country to provide information to citizens under the provisions of RTI Act.

Your Company has hosted RTI Guidelines and related information on its site and these may be accessed at http://www.gailonline.com/final_site/RTI.html. Besides, MIS Report on RTI Applications, Record Retention Schedule and latest RTI Audit Report had also been hosted under the same link.

Further, your Company has been made ‘LIVE’ on the GoI’s Online RTI Portal from July, 2016 and ever since we are providing information online, apart from providing the requested information offline, through physical RTI applications.

MANAGEMENT’S DISCUSSION AND ANALYSIS

In terms of the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations, 2015) and clause 7.5 of DPE Guidelines on Corporate Governance, the detailed Management’s Discussion and Analysis forms a part of this report at Annexure- A. CORPORATE GOVERNANCE

Your Company believes that good corporate governance is critical in establishing a positive organizational culture. A fact that is evident through the responsibility, accountability, consistency, fairness and transparency we show towards our stakeholders. Pursuant to the SEBI LODR Regulations, 2015 and DPE guidelines on Corporate Governance, a report on Corporate Governance forms part of this Report at Annexure- B.

The details of the meetings of the Board, Company’s policy on Directors’ appointment and their remuneration, details of the establishment of whistle blower mechanism and other matters, etc. forms part of report on Corporate Governance.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

The statutory auditors of the your Company have examined and certified its compliance with respect to conditions enumerated in SEBI LODR Regulations, 2015 and DPE guidelines on Corporate Governance. The certificate forms a part of this Report at Annexure- C.

AUDITORS

- Statutory Auditors

The statutory auditor of your Company is appointed by Comptroller & Auditor General of India (CAG). M/s G.S. Mathur & Co., Chartered Accountants, New Delhi and M/s O P Bagla & Co., Chartered Accountants, New Delhi were appointed as Joint Statutory Auditors of your Company for the FY 2016-17.

Review and comments of CAG, if any, on the Company’s Financial Statements for the financial year ending March 31, 2017, forms part of Financial Statement. Notes on Financial Statement referred to in the Auditors’ Report are self-explanatory and does not require any further comments.

Your Company, along with other oil sector PSEs, has taken up the following matters with the Ministry of Petroleum & Natural Gas:

a) Employer’s Contribution to ‘Employees Provident Fund Scheme’ on leave encashment by the employees

b) Encashment of Half Pay Leave and Earned Leave to employees over and above 300 days on superannuation

- Cost Auditors

Your Company has appointed M/s Ramanath Iyer & Co., New Delhi for the Northern Region, M/s Bandyopadhyaya Bhaumik & Co., Kolkata for the Northern and Eastern Region, M/s A C Dutta & Co., Kolkata for the Southern Region, M/s Musib & Company, Mumbai for the Western Region Part-I, M/s N. D Birla & Co., Ahmedabad for theWestern Region Part-II, and M/s Sanjay Gupta & Associates, New Delhi for the Central Region as cost auditors for FY 2016-17. M/s Ramanath Iyer & Co. is the lead cost auditor.

Cost audit reports for the financial year ended March 31, 2016 was filed at the Registrar of Companies on September 20, 2016.

- Internal Auditor

Your Company has an in-house Internal Audit Department, which is headed by an Executive Director.

- Secretarial Auditor

Your Company has appointed M/s Agarwal S. & Associates as secretarial auditors for 2016-17. Secretarial Audit Report confirming compliance by Practicing Company Secretary to the applicable provisions of the Companies Act, 2013, SEBI LODR Regulations, 2015 and other applicable laws, forms part of this Report at Annexure- D.

The observations made by the Secretarial Auditor in his Audit report are as under:

a. Non-compliance of Proviso to Section 149 (1) of the Companies Act 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 (1) (a) of Securities Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015 w.r.t. appointment of at least one woman Director on the Board of the Company.

b. Non-compliance of Regulation 17 (1) (b) of Securities Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015 and Clause 3.1.4 of the DPE Guidelines on Corporate Governance for Central Public Sector Enterprises w.r.t. Composition of the Board of Directors of the Company.

c. Non-compliance of Section 149(8) of the Companies Act 2013 read with Schedule IV (clause VIII) of Companies Act, 2013 and Regulation 17 (10) & 25 (4) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has not carried out the performance evaluation of the Directors.

Explanations on observations made by Secretarial Auditor in seriatim are as under:

a. As on March 31, 2017, there was no woman Director on the Board of the Company. However, during the year, there was a Woman Director on the Board of the Company from January 31, 2017 to March 18, 2017.

b. As on march 31,2017, GAIL’s Board comprised of four whole-time Directors including CMD, two Government nominee Directors and five Independent Directors. GAIL is a Government Company under the administrative control of the Ministry of Petroleum and Natural Gas, Government of India; the Directors are nominated/appointed by the Government of India. The Company is continuously pursuing with the Government of India for the appointment of requisite number of Independent Directors on the Board in order to comply with the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, DPE Guidelines & the Companies Act, 2013.

However, during period January 31, 2017 to March 18, 2017, the composition of GAIL’s Board was as per provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, DPE Guidelines & the Companies Act, 2013.

c. GAIL is a Government Company, appointment/ nomination of all the Directors is being done by the President of India, through the MoP & NG and performance evaluation of individual Directors including Independent Directors is to be done by the Government of India being the appointing authority.

Further, as per notification dated 5th July, 2017 issued by the Ministry of Corporate Affairs, Government of India, provisions of clauses (a) and (b) of sub-paragraph (3) of paragraph VII and paragraph VIII of Schedule IV of the Companies Act 2013 shall not apply in the case of a Government Company, if the requirements in respect of matters specified in these paragraphs are specified by the concerned Ministries or Departments of the Central Government or as the case may be, the State Governments and such requirements are complied with by the Government companies. CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that Corporate Social Responsibility (CSR) plays a major role in the development of any country. Therefore, it has made CSR an integral part of its ethos and culture. To amplify its outreach efforts, GAIL has incurred an expenditure of 2.26% of the average net profit of the preceding three years on CSR projects/activities of 2016-17 (Rs.92.16 crores) against the stipulated 2% spend as per the statute (Rs.81.47 crores). The overall spends (Rs.123.58 crores) amount to 3.03% of the average net of profit of the preceding three financial years.

The Annual Report on CSR activities as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with section 134(3) and 135(2) of the Companies Act, 2013 is placed at Annexure E.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION

As per requirement of 134(3) (m) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, details of conservation of energy and technology absorption forms part of this report at Annexure- F. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

As per requirement of 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 particulars of contracts or arrangements with related parties as referred in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is placed at Annexure-G. Your Company has formulated the policy on dealing with Related Party Transactions and the same is hosted on your Company’s website at http://www.gailonline.com/final_site/pdf/InvestorsZone/GAIL_Related_Part y_Transaction_Policy.pdf.

PARTICULARS OF EMPLOYEES

As per provisions of section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed Company is required to disclose the ratio of the remuneration of each director to the median employee’s remuneration etc. in the Directors’ Report. Also, in terms of the provisions of section 197(12) of the Companies Act, 2013 read with the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Company is required to give a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules in the Annual Report.

However, as per notification dated June 05, 2015 issued by the Ministry of Corporate Affairs, Government of India, government companies are exempted from complying with provisions of section 197 of the Companies Act, 2013. Your Company is a government company, therefore, such particulars have not been included as part of the Directors’ Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return forms part of this Report at Annexure-H.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the SEBI LODR Regulation 2015, your Company has formulated a Dividend Distribution Policy. The dividend pay-out is in accordance with the Company’s Dividend Distribution Policy.

The Dividend Distribution Policy of the Company is annexed herewith as Annexure-I to this report and is also available on the Company’s website, at http://www.gailonline.com/final_site/pdf/InvestorsZone/GAIL%20Dividend %20Distribution%20Policy.pdf.

ISSUE OF SHARES AND FIXED DEPOSITS

In March, 2017 your Company issued Bonus Share in ratio of one equity share of Rs.10 each for every three equity shares of Rs.10 each held. As a result the Paid-up Equity Capital has increased from Rs.1,268.48 Crores to Rs.1,691.30 Crores by capitalizing the General Reserves for Rs.422.82 Crores.

Your Company has not accepted any fixed deposits during the financial year 2016-17 and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, foreign exchange earnings were Rs.785.07 Crores and foreign currency outgo was Rs.8711.71 Crores.

KEY MANAGERIAL PERSONNEL AND DIRECTORS

The following Key Managerial Personnel (KMP) was appointed on the Board of your Company:

- Shri P K Gupta, Director (HR) w.e.f. February 01, 2017.

- Shri Gajendra Singh, Director (Marketing) w.e.f. April 05, 2017.

During the period, the following were appointed on the Board of your Company as Directors:

- Shri Ashish Chatterjee, Government Nominee Director w.e.f. December 23, 2016.

- Shri Dinkar Prakash Srivastava, Independent Director w.e.f. January 31, 2017.

- Dr. Anup K Pujari, Independent Director w.e.f. January 31, 2017.

- Smt. Anupama Jaiswal, Independent Director w.e.f. January 31, 2017.

During the period, the following ceased to be Key Managerial Personnel (KMP) on the Board of your Company:

- Shri M Ravindran, Director (HR) w.e.f. January 31, 2017 upon attaining the age of superannuation.

During the period, the following ceased to be Directors on the Board of your Company:

- Shri Ashutosh Jindal, Government Nominee Director, w.e.f December 23, 2016.

- Smt. Anupama Jaiswal, Independent Director w.e.f. March 18, 2017.

- Shri Anant Kumar Singh, Government Nominee Director, w.e.f May 11, 2017.

The Board placed on record its deep appreciation for the valuable services rendered by outgoing Directors/KMP during their association with your Company.

CODE OF CONDUCT

Pursuant to the requirements of SEBI LODR Regulations, 2015 the Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ending 31st March, 2017.

PERFORMANCE EVALUATION

As per provisions of section 134(3)(p) of the Companies Act, 2013 for every listed company, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors should form part of the Directors’ Report. However, as per notification dated June 5, 2015 issued by the Ministry of Corporate Affairs, Government of India, government companies are exempted from complying with provisions of section 134(3)(p) of the Companies Act, 2013. Your Company is a government company and the appointment, tenure, performance evaluation etc. of Directors is done by the Government of India, therefore, such particulars have not been included as part of the Directors’ Report. Remuneration of CMD, Whole-time Directors and its employees is determined by the Government of India. As per requirement of the SEBI LODR Regulations, 2015, an evaluation criterion for the Board is being formulated.

DIRECTORS RESPONSIBILITY STATEMENT

Yours Directors confirm that:

i) in the preparation of the annual accounts for the financial year ending March 31, 2017, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 of the Company for the year under review;

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

iv) prepared the annual accounts for the financial year ending March 31, 2017 on a going concern basis;

v) had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively and

vi) laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and were operating effectively.

ACKNOWLEDGMENT

Your Directors express their gratitude for guidance and support received from the Government of India, especially the Ministry of Petroleum and Natural Gas, various state governments, regulatory and statutory authorities.

Your Directors acknowledge wise counsel received from Statutory Auditors and CAG and are grateful for their consistent support and cooperation.

Your Directors also wish to thank all the shareowners, business partners and members of the GAIL family for reposing their faith, trust and confidence in your Company.

On behalf of your Directors, I would like to place on record our deep appreciation for the hard work, dedication, commitment and solidarity of your Company’s employees.

Your Directors and employees look forward with confidence and stand committed to creating a bright future for all stakeholders.

For and on behalf of the Board

(B. C. Tripathi)

Chairman & Managing Director

Place: New Delhi

Dated: 08.08.2017

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