The Directors have pleasure in presenting the 31st Annual Report and
 the audited accounts for the year ended on 31 December 2010.
 
 I.FINANCIAL RESULTS
 
                                               (Rs. in Millions)
 
 Particulars          Consolidated Financials   Stand-alone Financials
                       Current      Previous    Current       Previous
                        Year        Year         Year         Year
 
 Total income          18717.25     14463.05    18676.94     14429.59
 
 Gross profit before 
 interest, depreciation 
 and tax                4380.06      3061.51     4346.37      3035.54
 
 Less: Interest            4.62         1.36        4.62         1.36
 
 Depreciation            542.05       473.82      530.66       460.63
 
 Profit before tax      3833.39      2586.33     3811.09      2573.55
 
 Tax expenses           1243.24       836.11     1223.80       822.30
 
 Net Profit             2590.15      1750.22     2587.29      1751.25
 
 Minority Interest        12.69         8.55         -           -
 
 Profit attributable 
 to Group               2577.46      1741.67         -           -
 
 Add: Undistributed 
 profit of earlier years5462.26      5112.61     5315.26      4949.01
 
 Balance available for 
 Appropriation          8039.72      6854.28     7902.55      6700.26
 Less: Appropriations:
 
 Transfer to general 
 reserve                 261.94       176.99      259.00       176.00
 
 Special reserve as 
 stipulated by RBI         8.43         5.68        0.00         0.00
 
 Preference dividend      10.80        10.80       10.80        10.80
 
 Proposed Equity 
 dividend               1539.00      1026.00     1539.00      1026.00
 
 Corporate dividend tax  251.88       172.55      251.42       172.20
 
 Surplus retained       5967.67      5462.26     5842.33      5315.26
 
 Earning per Share (Rs.)  20.00        13.48       20.08        13.56
 
 2.  DIVIDEND
 
 Your Directors recommend for consideration of the shareholders at the
 Annual General Meeting, payment of dividend for 2010 of Rs.4/- and
 Special Dividend of Rs. 8/- per equity share of Rs. 2 each and 7.50%
 dividend i.e. Rs. 0.75 per Redeemable Cumulative Non-convertible
 Preference Share of Rs. 10 each, involving total payout of Rs. 1801.22
 Million, including corporate dividend tax of Rs. 251.42 Million.
 
 Your directors have made this recommendation after careful
 consideration of the Companys performance and its reserves and an
 assessment of the fund requirements of the Company for its capital
 programme in line with its growth strategy as well as the projected
 earnings from operations.
 
 7.4 Directors Responsibility Statement
 
 Your Directors hereby state:
 
 i. that in the preparation of the annual accounts, the applicable
 Accounting Standards have been followed along with proper explanation
 relating to material departures;
 
 ii. that the directors have selected such accounting policies and
 applied them consistently and made judgements and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as on 31 December 2010 and of the profit of
 the Company for the year ended on that date;
 
 iii. that the directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 iv. that the directors have prepared the annual accounts on a going
 concern basis.
 
 7.5 Report on Corporate Governance
 
 As stipulated by Clause 49 of the Listing Agreement, the Report on
 Corporate Governance is given separately in this Annual Report and
 forms part of this Report. The certificate of Price Waterhouse,
 Statutory Auditors of the Company regarding compliance with the
 Corporate Governance Code is enclosed.
 
 8.  AUDITORS AND AUDITORSREPORT
 
 Price Waterhouse, Statutory Auditors of the Company, retire at the
 ensuing Annual General Meeting and are eligible for re-appointment.
 
 The notes to the accounts referred to in the Auditors Report are
 self-explanatory and, therefore, do not call for any further comments.
 
 9.  DIRECTORS
 
 Mr. Derek Alan Fisher and Mr. Bikash C Bora , the directors retire by
 rotation at the ensuing Annual General Meeting. Being eligible, they
 have offered themselves for re-appointment.
 
 For perusal of the shareholders, a brief resume of the Directors being
 appointed or re-appointed, nature of their expertise, their
 shareholding in the Company, the names of the companies in which they
 hold directorship and the details of membership of the committees of
 the Board are given in the Explanatory Statement to the Notice
 convening the Annual General Meeting of the Company. The Board of
 Directors recommends their appointment / re-appointment.
 
 10.  APPRECIATION 
 
 Your directors appreciate the continued support received from the
 customers and wish to acknowledge the support and assistance received
 from the Central and the State Governments, gas suppliers and CNG
 franchisees.
 
 Your directors place on record their appreciation for the employees for
 their dedicated performance. Your directors appreciate the contribution
 made by the contractors and vendors of the Company.
 
 Your directors express their gratitude to its promoter viz. BG Group
 for their valuable contribution throughout the year and also thank all
 the shareholders for their continuing support to the Company.  
 
                                      For and on behalf of the Board
 
                                                        HASMUKH SHAH
                                                            CHAIRMAN
 Date: 28 February 2011
 Place: Ahmedabad