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Petronet LNG

BSE: 532522|NSE: PETRONET|ISIN: INE347G01014|SECTOR: Oil Drilling And Exploration
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Directors Report Year End : Mar '19    Mar 18

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

ii

Registration Date

2nd April, 1998

iii

Name of the Company

Petronet LNG Limited

iv

Category / Sub-Category of the Company

Company Limited by Shares

V

Address of the Registered office and contact details

World Trade Centre, Barakhamba Lane, Babar

 

 

Road, New Delhi- 110001

 

 

Tel : 011-23472525

 

 

Fax : 011-23472550

 

 

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

 

Transfer Agent ,if any

Karvy Selenium Tower B, Plot 31-32,

 

 

Gachibowli, Financial District, Nanakramguda,

 

 

Hyderabad - 500 032

 

 

Tele: 040- 67162222

 

 

Fax: 040-23420814

 

 

Toll Free No.: 1800-345-4001

 

 

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

 

 

 

 

 

 

 

 

 

 

 

(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*

-

-

-

-

-

-

-

 

* 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.

 

•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

 

 

 

# 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.

 

Source : Dion Global Solutions Limited
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