Dear Shareholders,
On behalf of the Board of Directors, I am delighted to present the 40th
Board's Report of your Company, along with Audited Standalone and Consolidated Financial
Statements for the Financial Year 2023-24:
Financial Performance
i. Financial highlights on standalone basis for FY 2023-24 are as
under:
| Particulars |
FY 2023-24 |
FY 2022-23 |
|
US $ Million |
(Rs. in crore) |
US $ Million |
(Rs. in crore) |
| Revenue from Operations |
15,706 |
1,30,638 |
18,181 |
1,44,302 |
| Other Income |
265 |
2,208 |
338 |
2,685 |
| Cost of Sales (excluding Finance Cost and Depreciation &
and Amortisation expenses) |
14,098 |
1,17,263 |
17,337 |
1,37,603 |
| Gross Margin |
1,873 |
15,583 |
1,182 |
9,384 |
| Finance Cost |
84 |
697 |
39 |
312 |
| Depreciation and Amortisation expenses |
400 |
3,331 |
313 |
2,488 |
| Profit Before Tax (PBT) |
1,389 |
11,555 |
830 |
6,584 |
| Tax expenses |
327 |
2,719 |
162 |
1,282 |
| Profit After Tax (PAT) |
1,062 |
8,836 |
668 |
5,302 |
| Final Dividend for previous year |
- |
- |
55 |
438 |
| Interim Dividend for current year |
435 |
3,616 |
331 |
2,630 |
| Net transfer to (from) Bond Redemption Reserve |
- |
- |
- |
- |
| Transfer to General Reserve |
- |
- |
- |
- |
| Net Surplus after Appropriations |
628 |
5,220 |
282 |
2,234 |
|
(US $) |
(in Rs.) |
(US $) |
(in Rs.) |
| Earnings per Share |
0.16 |
13.44 |
0.10 |
8.04 |
| Book value per Share |
1.02 |
85.37 |
0.94 |
77.35 |
Note: The following exchange rates are used in calculations:
For FY 2023-24: Average rate 1 US$ = '83.18 & Closing rate 1 US$ =
'83.78 (for book value per share only)
For FY 2022-23: Average rate 1 US$ = '79.37 & Closing rate 1 US$ =
'82.57 (for book value per share only)
ii. Key Financial Highlights on a Consolidated basis for FY 2023-24
In accordance with the provisions of the Companies Act 2013 "the
Act", SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015
"SEBI LODR Regulations", and applicable Accounting Standards, the Audited
Consolidated Financial Statements of the Company for FY 2023-24, together with the
Auditors' Report forms part of this Annual Report.
The key highlights of the Consolidated Financial Results are as
follows:
| Particulars |
FY 2023-24 |
FY 2022-23 |
|
US $ Million |
(Rs. in crore) |
US $ Million |
(Rs. in crore) |
| Revenue from Operations |
16,050 |
1,33,500 |
18,379 |
1,45,875 |
| Profit Before Tax |
1,514 |
12,595 |
914 |
7,256 |
| Profit After Tax |
1,191 |
9,903 |
705 |
5,596 |
| Less: Share of Minority |
0.5 |
4 |
(3) |
(20) |
| Profit for the Group |
1,190 |
9,899 |
708 |
5,616 |
Note: The following exchange rates are used in calculations:
For FY 2023-24: Average rate 1 US$ = '83.18
For FY 2022-23: Average rate 1 US$ = '79.37
Business Overview
i. Pipeline Transmission
• Natural Gas Transmission
Your Company has expanded the network of Natural Gas Pipeline to
~16,243 km across the length and breadth of our country. The average gas transmission
through this network during FY 2023-24 has increased by 12% to reach an all-time high of
120.46 MMSCMD as against 107.28 MMSCMD in the previous financial year. Revenue from
operations from Natural Gas Transmission segment in FY 2023-24 has increased by 54.5% to
'10,292 crore compared to '6,661 crore in FY 2022-23 mainly due to increase in
transmission volume and also due to upward revision in Natural Gas transmission tariff.
Your Company's share in country's Natural Gas Transmission is ~65%.
• Liquified Petroleum Gas (LPG) Transmission
Your Company owns and operates 2040 km of LPG pipeline network for LPG
transmission consisting mainly of 1,427 km Jamnagar-Loni Pipeline (JLPL) which connects
the western and northern parts of India and 610 km Vizag-Secunderabad Pipeline (VSPL)
which is in the southern part of the country connecting the Eastern Coast.
JLPL and VSPL networks together achieved highest ever throughput of
4.396 MMTPA during the FY 2023-24 compared to 4.335 MMTPA in FY 2022-23. Revenue from
operations from LPG transmission in FY 2023-24 increased to '732 crore compared to '722
crore in FY 2022-23. GAIL has a share of about 10% of the Indian LPG market in LPG
production and 7% in LPG sales.
ii. Natural Gas Marketing
Natural Gas (NG) trading continues to be one of your Company's core
businesses. During FY 2023-24, your Company achieved highest ever sales figure of 98.45
MMSCMD compared to 94.91 MMSCMD during FY 2022-23. Revenue from operations from Natural
Gas Marketing in FY 2023-24 was '1,14,590 crore compared to '1,35,290 crore in FY 202223.
Your Company's share in country's Domestic Gas Market is ~48%.
Sector-wise details of Natural gas marketing are as below:
Fertilizer Sector: Your Company supplied around 67% of the gas consumed
in the Fertilizer sector in the country during FY 2023-24. During this FY, your Company
supplied Gas to various fertilizer plants viz. Matix Fertilizers & Chemicals Ltd,
Panagarh, Hindustan Urvarak & Rasayan Limited (HURL), Gorakhpur, Sindri and Barauni
for achieving commercial urea production.
Power Sector: Your Company supplied around 43% of the gas consumed by
gas-based power plants in the country during FY 2023-24. Over the past few years, the
Company has successfully collaborated with various power producers to operationalize their
stranded units. GAIL has also been successful in ensuring sufficient supply of natural gas
including the short notice requirement to Power sector customers to meet the demand during
crunch period.
iii. Petrochemicals
Your Company has a nameplate polymer production capacity of 810 Kilo
Tons per annum (KTA) at the Pata complex. GAIL's subsidiary, Brahmaputra Cracker &
Polymer Limited (BCPL) having GAIL equity of 70% has a capacity of 280 KTA. The marketing
right of the BCPL plant is with GAIL taking the total marketing portfolio to 1090 KTA.
During FY 2023-24, your Company's total production of Petrochemicals
increased by 75% to 777 TMT compared to 442 TMT in the FY 2022-23 and sales of
Petrochemicals increased by 97% to 787 TMT in FY 2023-24 compared to total sales of 399
TMT in the FY 2022-23. Revenue from Operations from this segment increased by 58% to
'7,753 crore compared to '4,917 crore in FY 2022-23. Your Company's share in country's
total Petrochemical production is ~15% and share in country's total Petrochemical sales is
~11.1 %.
Your Company has started production of new wire & cable grade
suitable for extrusion coating/lamination for raffia sector, to tap the promising growth
in wire & cable sector.
GAIL will be producing Polypropylene products at its upcoming PP Plants
at USAR & PATA under the brand name "G-Pol". Your Company is constantly
expanding its global presence and have joined hands with Bhutan, Ghana & Nigeria for
export of Polymers in FY 2023-24.
iv. Liquified Petroleum Gas (LPG) and other Liquid Hydrocarbon (LHC)
Your Company has five Gas Processing Units (GPUs) at four locations in
the country having a total LPG & LHC production capacity of 1425 KTA. During FY
2023-24, total LHC production from GPUs increased to 996 TMT compared to 934 TMT in FY
2022-23 and sales increased to 998 TMT in FY 2023-24 compared to total sales of 929 TMT in
the FY 2022-23. Revenue from Operations from LHC in FY 2023-24 was '5,076 crore compared
to '5,570 crore in FY 2022-23.
v. Exploration and Production (E&P)
Considering the prevailing scenarios within the oil and gas sector,
your Company has demonstrated resilience in upstream activities by maintaining cautious
investments. Additionally, your Company will continue to assess potential exploration
opportunities and maintain active participation in forthcoming domestic bid rounds.
Your Company has Participating Interest (P.I.) in 13 E&P blocks of
which 10 are in India, 2 blocks in Myanmar and 1 Shale Gas acreages in Eagle Ford Basin,
Texas, USA (through wholly- owned subsidiary - GAIL Global (USA) Inc.). These blocks hold
an acreage of 2,668 KM2 as per (P.I.) in various consortiums. Out of these,
your Company is Operator in three onland blocks viz. (i) CB-ONN-2010/11 and
CB-ONHP-2017/12 in Cambay Basin awarded during NELP-IX and OALP-I bidding rounds
respectively and (ii) RJ-ONHP-2021/1 in Barmer-Sanchor Basin of Rajasthan awarded during
OALP-VII bid round.
Revenue from the sale of hydrocarbons is being generated from 5
producing blocks namely A-1 & A-3 in Myanmar (Operator-Posco International),
CB-ONN-2000/1 (Operator-
GSPC), CB-ONN-2003/2 (Operator-GSPC) & CB-ONN-2010/11
(Operator-GAIL) in India in addition to production from shale gas acreage in Eagle Ford,
USA. Revenue from Operations of '1,033 crore has been generated from E&P activities
during FY 2023-24 compared to '1,134 crore in FY 2022-23.
vi. Renewable Energy (RE)
Renewable energy remains a central focus for your company, and it is
intensifying its efforts to bolster it further. This includes developing captive RE Power
projects and enhancing in-house competencies to meet its internal consumption targets.
These endeavors underscore its commitment to sustainable energy practices and advancing
towards a greener future.
Your Company has a total installed capacity of 135 MW of Renewable
Energy, out of which ~118 MW is wind energy and ~17 MW is from solar energy. The power
generated from these projects is partially used to substitute power drawn from the grid.
This helps in reducing carbon footprint in addition to optimization of the power cost.
Your Company is committed to reduce its carbon emissions by implementing new renewable
projects.
Revenue of '53.33 crore has been generated from Power Generation
activities during FY 2023-24 compared to '64.26 crore in FY 2022-23. Further, in line with
the Government of India (GoI) Hydrogen Mission, your Company is operating a pilot project
for Hydrogen blending in city gas network at Indore, Madhya Pradesh.
Marking a major step towards foraying into new & alternate energy
and in line with the National Green Hydrogen Mission, GAIL has installed its first Green
Hydrogen Plant at GAIL Vijaipur in Madhya Pradesh, which was inaugurated by Shri Pankaj
Jain, Secretary, Ministry of Petroleum & Natural Gas on 24th May, 2024.
This Green Hydrogen plant has a capacity for producing 4.3 TPD of Hydrogen of 99.999% (by
vol.) purity, through 10MW PEM (Proton Exchange Membrane) Electrolyzer unit, by
electrolysis of water using renewable power. Initially the hydrogen produced from this
unit shall be used as a fuel along with Natural Gas for captive purpose in the
various processes and equipment running in the existing plant at
Vijaipur. Further, this hydrogen is planned to be dispensed to retail customers in the
nearby geographies, transported through high pressure cascades.
Besides sourcing renewable power through open access, GAIL is also
setting up around 20 MW Solar power plants at Vijaipur (both Ground Mounted and Floating)
to meet the requirement of green power for the 10 MW PEM Electrolyzer.
vii. Sustainable Development and Net Zero
Your Company firmly believes in integrating Environmental, Social and
Governance (ESG) across its value chain and aims at contributing to create a better world
for the next generation. Your Company, being India's top gas transmission and distribution
entity, is dedicated towards advancing the country's energy sector in a sustainable way,
by incorporating sustainability in its operations and decision making. The Company's
sustainability roadmap has been carefully crafted based on India's Nationally Determined
Contribution (INDC) strategy for clean and accessible energy and the rising demand for
Natural Gas in the country. Your Company has been upgraded from "C" to
"B" level in CDP Global ESG Rating 2023 under Climate Change category.
Being a responsible energy Company and to further accelerate its
decarbonization goals, your Company has developed a Net Zero strategy and clear
organization-wide carbon roadmap to achieve a 100% reduction in Scope-1 and Scope-2
emissions by 2035 and a 35% reduction in Scope-3 emissions by 2040. The roadmap has been
developed after conducting a detailed study on "Science-based Net-Zero Ambition and
Action Plan".
viii. Research & Development (R&D) and Start-ups
Your Company's Board has recently given in-principle approval for
setting up of R&D center in GAIL. The establishment of an in-house Research &
Development (R&D) center will be equipped with state-of-the art laboratories, pilot
plants, and facilities to carry out cutting-edge research in the entire natural gas value
chain and next generation fuels.
Your Company's Start-Up Initiative 'Pankh' sees investment in
innovative or high growth potential Start-Ups as an opportunity to derive long term
benefits in terms of gaining technical know-how/competitive advancement on new technology
and/or access to relevant technology and/or benefit to the society upon success of such
entities. Under this initiative, an initial Corpus of '100 crore has been created for
funding in new & promising Start-ups working in specific areas. GAIL has adopted a
portfolio approach for its investment for reducing the risks involved. Investment in
Start-Ups is spread across diverse areas like AI, Logistics, Electric Mobility, Nutrition,
Rural Development, Health, Pipe Inspection, Energy, Renewable Energy, Environment, Bio
Products, IOT, Industry 4.0 (process improvement), Fintech sector with credit line product
of social cause etc. During the FY 2023-24, your Company has signed investment agreement
with 01 Start-Up with a financial commitment of '1.0 crore.
Your Company has so far supported 35 Start-Ups with a total investment
commitment of '70.69 crore and a total disbursement of '65.39 crore. The valuations of
some of these start-ups have appreciated many folds. In FY 2023-24, 04 GAIL supported
Start-Ups have raised funds at higher valuation than the valuation at which GAIL made
initial investment.
ix. City Gas Distribution (CGD)
CGD entities within the GAIL group are operating across pan India
Geographical Areas (GAs). In the latest CGD round conducted by PNGRB, GAIL group
Company-Tripura Natural Gas Company Limited (TNGCL) has secured 2 GAs - Mizoram and
Manipur, marking a significant milestone in extending our reach to the northeastern part
of the nation. Also, during last year, GAIL's Joint Venture Mahanagar Gas Limited (MGL)
has acquired entire equity of Unison Enviro Private Limited (UEPL). UEPL has been
authorised 2 GAs in Maharashtra and 1 GA in Karnataka by PNGRB. With this GAIL and GAIL
group companies are operating 72 GAs across the nation out of the total 307 GAs. Major GAs
where GAIL and GAIL group companies are operating includes Varanasi, Cuttack,
Bhubaneshwar, Patna, Ranchi, Jamshedpur, Delhi, Mumbai, Pune, Bangalore, Hyderabad,
Lucknow, Kanpur, Agra, Dehradun, Vadodara, Indore, Kota, Gwalior, Mangalore etc. This
year, your Company along with its group Companies have added 11.06 lakh PNG connections
and 422 CNG stations summing up to ~83.4 lakh PNG customers and ~2770 CNG stations across
the country. Revenue from CGD business has increased to '595.44 crore on standalone basis
and '11,851.69 crore on consolidated basis during FY 202324 compared to '488.05 crore on
standalone basis and '11,286.69 crore on consolidated basis in FY 2022-23.
GAIL Gas Limited (a wholly-owned subsidiary of your Company) is
executing and operating CGD projects in 16 GAs, including Bengaluru. Currently, GAIL Gas
Limited has 6 Joint Venture Companies (JVCs) and these JVs are implementing CGD project in
9 GAs. GAIL Gas Limited along with its JVCs has connected 9.77 lakh households and
catering to clean fuel requirements for vehicles through 570 CNG stations.
During FY 2023-24, GAIL Gas along with its JVCs has achieved 1.1 lakh
domestic PNG connections and set up 122 CNG stations.
Bengaluru remained a major focus for your Company for CGD expansion. 44
CNG stations were set up and around 37,008 domestic PNG connections were provided in the
Bengaluru GA area during FY 2023-24.
x. Project Execution
Hon'ble Prime Minister laid the foundation stone for the Krishnagiri to
Coimbatore section of Kochi-Koottanad- Bangalore-Mangalore Pipeline (KKBMPL II) and
Nagpur- Jabalpur section & Nagpur-Jharsuguda section of Mumbai- Nagpur-Jharsuguda
Pipeline (MNJPL), alongside dedicating the Vijaypur -Auraiya pipeline, Dhamra-Angul
Pipeline, Sultanpur-Jhajjar Pipeline and Barauni - Guwahati Pipeline under PM Urja Ganga
Yojna to the nation. Additionally, GAIL is steadfastly working towards laying around 3400
km of Natural Gas Pipelines across the nation. The major ones include the Durgapur-Haldia
Pipeline, Dhamra- Haldia Pipeline, Srikakulam-Angul Pipeline, Mumbai-Nagpur-Jharsuguda,
Krishnagiri-Coimbatore Section of KKBMPL and Gurdaspur- Jammu Pipeline. Furthermore, GAIL
has proudly established India's first small-scale LNG unit at Vijaipur, showcasing the
potential of SSLNG technology in connecting isolated sources and consumers to the Natural
Gas Pipeline Network.
Under the Petrochemical business vertical, your Company is in the
process of setting up a 500 KTA Propane dehydrogenation and Polypropylene (PDH-PP) Plant
at Usar, Maharashtra, which is expected to be commissioned in 2025. This would be the
first plant in India using Propane Dehydrogenation technology for the production of
Propylene. Various project-related activities are in full swing and commissioning is
expected in 2025. Further, your Company is also in process of undertaking assessment of
carbon intensity for hydrogen produced at PDH- PP plant at Usar. Your Company is also
setting up a 60 KTA Polypropylene (PP) plant at Pata and 50 KTA Isopropanol (IPA) unit at
Usar.
Your Company is the commercial operator of the 5 MMTPA Dabhol terminal
in Maharashtra under Konkan LNG Limited (KLL), a Subsidiary Company of GAIL. Commissioning
activities related to breakwater facilities are in full swing. GAIL Mangalore
Petrochemicals Limited (GMPL), a 100% subsidiary of your Company is taking up revival of
the 1.25 KTA Purified Terephthalic Acid (PTA) plant's assets and machinery and it aims to
commission and start production in 2025.
xi. Compressed Bio-Gas
Aligned with Net Zero aspirations and import reduction objectives, GAIL
has recently signed a term sheet with M/s TruAlt Bioenergy Limited (TBL), involving the
acquisition of equity in Leafiniti Bioenergy Private Limited (LBPL). This strategic move
entails an investment of approx. '600 crore for the establishment of 10 Compressed Bio Gas
(CBG) plants, with a collective production target exceeding 33 Million kgs, and will be an
important constituent of GAIL's commitment to setting several CBG plants aiming towards
Atma Nirbhar Bharat. The Company is in the process of setting up its first CBG plant of 5
Tons per Day (TPD) CBG production capacity at Ranchi.
xii. Overseas business
Your Company is constantly expanding its global presence through its
participation in projects/ventures along the Natural Gas value chain. With the LNG
portfolio of around 14 MMTPA from the USA, Qatar, Australia etc., the Company has emerged
as one of the leading global LNG players and is actively involved in the LNG trading
business in the international market. GAIL has signed two 10-year LNG supply agreements,
commencing from 2026; 1 MMTPA from VITOL, Singapore and 0.5 MMTPA from ADNOC Gas, UAE.
Your Company is part of a consortium in two offshore E&P blocks
(A-1 & A-3) in Myanmar. Around 15.33 MMSCMD of gas is being produced from these blocks
and supplied to China and Myanmar through South East Asia Gas Pipeline Company Limited
(SEAGP), in which GAIL is also an equity partner.
Your Company is the Government of India's nominee in the
Turkmenistan-Afghanistan-Pakistan-India (TAPI) Natural Gas project for import of gas to
India from Turkmenistan.
Your Company holds equity interest in two CGD companies in Egypt,
namely Fayum Gas Company (FGC) and National Gas Company (Natgas). Your Company is also an
equity partner in China Gas Holdings Limited (China Gas), a leading CGD player.
Your Company formed GAIL Global (USA) Inc. ("GGUI") during
2011 in Houston, Texas as its wholly-owned subsidiary and acquired Shale gas assets; and
GAIL Global (USA) LNG LLC ("GGULL"), a wholly-owned stepdown subsidiary in
March, 2013 for sourcing of Natural Gas, pipeline transportation and liquification
arrangements at Dominion Cove Point. Your Company also formed GAIL Global Singapore Pte.
Ltd (GGSPL) in 2004 as its wholly-owned subsidiary in Singapore for LNG trading.
Your Company jointly with ONGC Videsh Singapore Pte Ltd, IOCL Singapore
Pte Ltd, Oil India International Pte Ltd, and Engineers India Ltd has formed Bharat Energy
Office LLC (BEO), Moscow, Russia for exploring business opportunities in Russia.
Your Company also holds equity interest in M/s LNG Japonica Shipping
Corporation Limited ("Japonica").
Subsidiaries / Associates / Joint Ventures
Your Company has formed various subsidiaries / associates / joint
venture companies for different business areas such as City Gas Distribution (GAIL Gas
Limited, Indraprastha Gas Limited, Mahanagar Gas Limited etc.), Petrochemical production
(Brahmaputra Cracker and Polymer Limited, ONGC Petro-additions Limited, GAIL Mangalore
Petrochemicals Limited), LNG Re-gasification (Konkan LNG Limited, Petronet LNG Limited),
LNG Shipping (LNG Japonica Shipping Corporation Limited), Gas trading (GAIL Global
(Singapore) Pte. Limited) ,Shale Gas (GAIL Global (USA) Inc.) and LNG sourcing (GAIL
Global (USA) LNG LLC).
Your Company is constantly in search for acquisition of Companies in
synergy with GAIL or in diverse fields. Equity investments opportunities are scrutinized
on regular basis.
The subsidiaries / associates / joint venture companies have
contributed significantly to your Company's business expansion activities. A statement
containing the salient features of the Financial Statements of your Company's
Subsidiaries, Associate Companies and Joint Ventures as per the first proviso of Section
129(3) of the Companies Act, 2013 including the individual contribution of these companies
towards the overall performance of Company during the period is given under Consolidated
Financial Statements forming part of this Annual Report.
Contracts or arrangements / transactions carried out with all the
related parties were on arm's length basis and in the ordinary course of business
Investment in no subsidiary / joint venture Company ceased to exist during the year.
Dividend
Your Company takes pride in being a consistent dividend-paying Company.
The Board of Directors had approved payment of Interim Dividend during the financial year
2023-24 @ 55% of the paid-up Equity Share Capital of '6,575.10 crore i.e. '5.50 per Equity
Share out of the profits of the Company for the Financial Year 2023-24 to the Equity
Shareholders amounting to '3,616.30 crore. The Interim Dividend(s) was paid in February,
2024.
The details of the Unclaimed Dividend are covered in the Corporate
Governance Report section, which forms part of the Board's Report.
Contribution to Exchequer
Your Company has contributed '16,536.35 crore in FY 2023-24 to the
Central & State exchequer through duties, taxes, and others as compared to '14,446
crore in FY 2022-23.
Memorandum of Understanding (MoU) Performance
The Memorandum of Understanding (MoU) is signed every year between your
Company and its administrative ministry i.e. Ministry of Petroleum & Natural Gas
(MoP&NG) to assess and enhance performance of the Company through the targets set
therein. The MoU for FY 2023-24 was signed between Secretary (P&NG), Government of
India and Chairman & Managing Director of your Company.
The evaluation of MoU of your Company for FY 2023-24 is under process.
Evaluation of MoU for FY 2022-23 has been completed by DPE and GAIL has achieved a score
of 91.00, which corresponds to 'Excellent' rating.
Employee Stock Option (ESOP)
Your Company has not provided any Employee Stock Option, therefore,
disclosure requirement in relation to ESOP under Rule 12(9) and Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014 is not applicable.
Disinvestment by President of India
Your Company is promoted by the Government of India (GOI). Shareholding
of GOI as on 31st March, 2024 is 51.52 %. During FY 2023-24, no disinvestment
of GAIL's shares was done by GOI.
Credit Rating of the Company
• Domestic rating
Your Company has been reaffirmed with the highest domestic credit
rating of 'AAA' with stable outlook by ICRA, CARE and India Ratings. This signifies the
highest domestic long-term credit rating in India, and hence, signifies a very low credit
risk of the Company.
• International Rating
The International Rating Agency, Moody's International, Singapore, has
assigned to your Company the Long-Term Corporate Issuer Rating of 'Baa3' with Stable
Outlook which is equal to the Sovereign Rating of India. Further, Fitch Ratings has
assigned to your Company, a Long-term Issuer Rating of 'BBB-' with a Stable Outlook, which
is also equivalent to the Sovereign Rating of India. They have mentioned that GAIL's
rating could be upgraded if India's sovereign rating is upgraded.
Tax Planning and management
• Your Company's demand for '695.73 crore for FY 2018-19 was
dropped by Maharashtra VAT Dept. by issuing rectification order.
• GAIL received refund order of '78.52 crore under section of
income tax Act 239A for withholding taxes on LNG ship chartering charges.
• Your Company was accredited with Authorized Economic Operator
(AEO) T3 Status, which is a highest level of facilitation for Importers & Exporters by
Central Board of Indirect Taxes and Customs. AEO is a programme under the aegis of the
World Customs Organization (WCO) SAFE Framework of Standards to enhance international
supply chain security and facilitate movement of legitimate goods and promote ease of
doing business.
• Hon'ble Supreme Court dismissed the Special Leave Petition (SLP)
filed by the Gujarat Sales Tax Department in case of Gujarat Sale Tax case, where the
demand of ~'. 5,000 crore was made against GAIL for Stock Transfer of Natural Gas from
Gujarat.
Debt and Liquidity Management
The Company managed its liquidity requirements through a judicious mix
of long-term and short-term borrowings and internal accruals. This helped the Company to
reduce its cost of capital without impacting the planned Capex. To rationalize the Cost of
Capital, the Company makes effort to refinance old loans at lower interest rates and to
tie-up for long-term and short-term facilities with Banks and Financial Institutions for
fresh borrowings at competitive rates. These measures result in reduction in effective
long-term borrowing cost.
Large Corporates are required to raise 25% of their incremental
borrowing by issuance of debt securities. In the FY 2023, GAIL has raised the substantial
part of necessitated funds through the debt securities. In FY 2024, due to available
alternative cheaper source of raising funds and permitted timelines up to FY 2026, GAIL
optimized the cost of funds by borrowing through competitive sources instead of debt
securities.
For effective management of surplus funds, GAIL has embarked into new
financial journey by starting investment of its Surplus Funds in Private Mutual Funds and
in Tri-party Repo System (TREPS) and Clearcorp Repo Order Matching System (CROMS) ensuring
high degree of Safety of investments and attractive returns based on prevailing market
conditions.
Particulars of Loans, Investments and Corporate Guarantees
Details of investments, loans and guarantees covered under Section 186
of the Companies Act, 2013 forms part of the Financial Statements presented in this Annual
Report.
Vigilance
Corporate Vigilance department of your Company is ISO-9001:2015
certified for having adopted Quality Management System in compliance with the requirements
of ISO.
During the year, various steps were taken that focused on prevention of
corruption and bringing in systemic improvement for ensuring greater transparency,
fairness, efficiency and accountability. To sensitize the employees about various aspects
of contract management, specialized trainings were organized at different GAIL locations
and Vigilance Awareness Week (VAW) 2023 was observed at Corporate Office and site Offices
from 30th October to 5th November 2023, under the guidance of
Central Vigilance Commission (CVC) on the theme "Say no to corruption; commit to the
Nation"; "•tk'craij dT lOjVi dj; d lelir jg".
A Summary of vigilance cases handled during the year 2023-24 is as
under:
| Complaint/ detailed investigations |
Opening balance (as on 01.04.2023) |
Complaints received during the year |
Total |
Disposed off during the year |
Closing balance as on 31.03.2024 (under
investigation) |
| Complaints |
20 |
103 |
123 |
108 |
15 |
| Detailed investigation |
3 |
14 |
17 |
14 |
3 |
Customer Relationship
Customer loyalty and satisfaction are at the heart of your Company's
business and is highly essential for its long-term growth. GAIL reviews its strategies,
redefines its approaches and undertakes business initiatives focused on providing better
services. It believes in keeping its customers informed about the business operations to
build lasting relationships and ensure better customer satisfaction.
Information Systems and Technology
Your Company has consistently maintained a leading position by staying
updated with the latest technology trends, aiming for continuous system enhancements to
gain a competitive advantage. Currently, it is in the process of migrating the current SAP
system to the latest SAP S/4 HANA platform. This transition will allow the Company to
harness the capabilities of real-time analytics, intelligent automation and simplified
& streamlined processes, all while providing enhanced performance & user
experiences.
As part of digitization efforts, your Company has revamped its
invoicing methodology in the NG Transmission business to centralize invoicing from the
Central Nodal Business Area. Furthermore, it has undertaken the implementation of SAP for
GAIL Managlore Petrochemical Limited and introduced a Financial Supply Chain Management
(FSCM) solution for GAIL's Polymer, CGD, and LHC Business units. These measures aim to
streamline credit management processes and enhance operational efficiency across various
segments of business. GAIL became the first Indian Company to adopt e-BG/ SBLC through
Swift Platform for digitizing Bank Guarantee/SBLC that will enable end-to-end secure ,
paperless, and seamless transactions.
Your Company has successfully incorporated the necessary requirements
in SAP and Open Access Portal for implementation of PNGRB's Unified/ Integrated Tariff
orders. GAIL has developed package for Small Scale LNG operations and introduced Trust
accounting on SAP Treasury & Risk Management module.
Corporate Communication
GAIL has ignited enthusiasm nationwide for advancing access to clean
energy, which is truly commendable. Over 100 million individuals have been reached through
a variety of campaigns, including "Together for Clean Air", "Khushiyon ki
Energy with Natural Gas" and "Reconnect to Roots" conducted on GAIL's
digital platforms, during the past year. This widespread engagement demonstrates your
Company's commitment to promoting cleaner and more sustainable energy solutions for all.
Representation of Priority Section
Your Company has been complying with the Presidential Directives on
Reservation and other instructions/guidelines issued from time to time pertaining to
Policies and Procedures of Government of India.
Group wise details with regard to total number of employees and the
representation of Scheduled Castes, Scheduled Tribes, Other Backward Classes, Economically
Weaker Sections, Persons with Benchmark Disabilities amongst them as on 31st
March, 2024 are given in the table below:
| Group |
Total No. of Employees on Roll |
SC |
ST |
OBC |
PwBD |
EWS under General |
| A |
3988 |
649 |
294 |
929 |
68 |
60 |
| B |
302 |
31 |
14 |
101 |
9 |
- |
| C |
706 |
139 |
38 |
259 |
29 |
4 |
| D |
35 |
11 |
2 |
9 |
- |
- |
| CMD, Wholetime Directors & CVO |
7 |
- |
- |
- |
- |
- |
| Grand Total (31.03.2024) |
5038 |
830 |
348 |
1298 |
106 |
64 |
| Total number of employees as on 31.03.2023 |
|
|
|
|
|
|
| Grand Total |
4,823 |
779 |
328 |
1197 |
97 |
40 |
A total of 384 new employees joined your Company during the FY 2023-24.
Total Manpower of the Company as on 31st March, 2024 stood at 5038 (including
CMD, Whole-time Directors & CVO) with 16% of its employees belonging to the SC
category, 7% to the ST category & 26% to the OBC category. Further, out of total
employees-7.46% belong to the Minorities and 2.1% of the total workforce belong to the
Persons with Benchmark Disabilities (PwBDs) category. Your Company's workforce is
comprised of 344 women employees (i.e. 6.83% of its employees) as on 31st
March, 2024. The Company's attrition rate is 0.85%, which is a testament to its strong
human capital management.
Official Language
The Official Language Implementation Committees at the Corporate and
Work Centre level meet every quarter to monitor and review the progress made for achieving
the targets fixed in the Annual Program
issued by the Official Language Department, Ministry of Home Affairs,
Government of India.
As many as 154 Hindi workshops were conducted during FY 202324 in which
3146 employees were imparted training. Hindi Fortnight was observed across your Company
from 14th to 29th September, 2023 to propagate linguistic harmony
and to motivate the employees for the progressive usage of Hindi in their day-to-day work.
Vishwa Hindi Divas was celebrated across GAIL on 10th January,2024.
The first Sub-Committee of Committee of Parliament on Official Language
inspected GAIL Haridwar, Vishakapatnam, Rajahmundry, Jhabua, Bhopal Zonal, Bengaluru,
Gandhar, Hazira, Karaikal, Chennai Zonal and Chandigarh Zonal Office to review the steps
undertaken to promote the Official Language at these locations.
Your Company was also awarded the First Prize for FY 2022-23 under the
Rajbhasha Keerthi Puraskar Yojana of Department of Official language, Ministry of Home
Affairs in the Public Sector Undertakings category 'A' Region for best implementation of
Official Language Policy of Government of India on 14th September,2023 during
the Hindi Diwas Celebrations at Pune, Maharashtra.
Disclosure in relation to Sexual Harassment of Women at Workplace
Your Company has in place a robust Policy on Prevention, Prohibition
and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013.
Disclosures in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2023-24 is as under:
| a) Number of complaints pending at the beginning of the
financial year |
NIL |
| b) Number of complaints filed during the financial year |
NIL |
| c) Number of complaints disposed of during the financial year |
NIL |
| d) Number of complaints pending at the end of the financial
year |
NIL |
Procurement from Micro and Small Enterprises (MSEs)
Your Company is a socially responsible business organization and offers
ample opportunities via its Public Procurement Policy (PPP) for vendors and suppliers.
This gives fair opportunities to MSEs, encouraging participation and cultivating
sustainable growth.
While implementing its Public Procurement Policy (PPP) for MSEs, your
Company focuses on the following minimum allocation: 25% of the procurement from MSEs, 4%
from MSEs owned by the SC/ST entrepreneurs and 3% from MSEs owned by the women
entrepreneurs.
In terms of the said policy, during the FY 2023-24, your Company made
total procurement of '1,963 crore from MSEs which is 56% of the total eligible value of
annual procurement of '3,474 crore. The procurement made from MSEs owned by SC/ST
Entrepreneurs is '142 crore which is 4.08% of the total eligible value of annual
procurement and that from MSEs owned by Women Entrepreneurs is '231 crore which is 6.65%
of the total eligible value of annual procurement.
Further, 20 Vendor Development Programmes for MSEs (including 4 Special
Vendor Development Programmes / Hand Holding Sessions especially for MSEs owned by SC/ST
& Women Entrepreneurs) were conducted.
Your Company is registered on the Trade Receivable e-Discounting System
(TReDS) portal of all the three service providers (i.e. M/s Mynd Solutions, M/s A TReDS,
and M/s RXIL) for making payment to MSEs vendors through TReDS portal.
Procurement through Government e-Marketplace (GeM):
The Government e-Marketplace (GeM) is a Government-run e-commerce
portal. It is a one-stop platform to facilitate and enable easy online procurement of
Goods & Services that are needed by various Government Departments, Organizations and
PSUs.
All work centers of your Company are registered on GeM Portal and are
procuring the Goods & Services available on the portal through GeM only.
During the FY 2023-24, the Company had made procurement of '2,704 crore
through GeM against the Procurement plan of '1,900 crore (which is more than 25% of total
eligible procurement in the year).
Right to Information (RTI)
To promote transparency and accountability, an appropriate mechanism
has been set up across the Company in line with the provisions of Right to Information
Act, 2005. Your Company has nominated 01 Central Public Information Officer (CPIO) and 01
Link- CPIO /Nodal Officer (RTI) at Corporate office. Besides, 59 Assistant CPIOs and 26
first appellate authorities are also being nominated across all its units/offices to
provide information to citizens under the provisions of the Right to Information Act,
2005.
Your Company has hosted RTI Guidelines and related information on its
website and the same may be accessed at https://gailonline.com/ RTI.html. Besides, MIS
Report on RTI applications, record retention schedule and contact details of
CPIO/Link-CPIO and ACPIOs have also been web-hosted under the same link.
Keeping in view the purpose of suo-motu disclosures under Section 4 of
the RTI Act, 2005, your Company has hosted a dedicated page on its website, through which
a large amount of information is placed in the public domain on proactive basis. This is
being done to increase the transparency and accountability in the working mechanism of
your Company and to reduce the need for filing individual RTI applications.
Further, your Company has been made LIVE on the Government of
India-DoPT Online RTI Portal from July, 2016 and ever since information is also being
provided through Online mode also. Approximately, 80% of the RTI applications/1st
stage appeals are received through online RTI portal. All RTI applications received
(online/physical mode) are being processed as per the provisions of
the RTI Act, 2005 and the information is provided accordingly within
prescribed time limit. For FY:2023-24, your Company has achieved 100% disposal rate in
respect of RTI Applications and First stage RTI Appeals. A total of 907 RTI applications
and 94 RTI first stage Appeals were received and disposed of under the provisions of the
RTI Act, 2005. Besides, a total of 24 Hearings regarding second stage RTI appeals were
attended at Central Information Commission (CIC). All the 24 second stage appeals were
disposed of by CIC in favour of GAIL during the FY 2023-24.
Risk Management
The details on the Risk Management activities including the
implementation of risk management policy, key risks identified, and their mitigations are
covered in the Management Discussion and Analysis section, which forms part of the Board's
Report.
Management Discussion and Analysis
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and clause 4.5 of DPE Guidelines on Corporate Governance,
the detailed Management Discussion and Analysis forms part of the Board's Report at
Annexure-A.
Corporate Governance
Your Company believes that good corporate governance plays a critical
role in establishing a positive organizational culture. Pursuant to the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and DPE guidelines on Corporate
Governance, a report on Corporate Governance forms part of Board's Report at Annexure-B.
The details of the meetings & composition of the Board, Statutory
Committees of the Board including the terms of reference, Company's policy on Directors'
appointment and their remuneration, their shareholding in the Company, details of the
establishment of whistleblower mechanism, details related to Annual General Meeting,
information pertaining to Dividends declared, Investor education & protection fund
(IEPF) details and other matters, etc. are part of report on Corporate Governance.
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and operations of your Company
in the future.
No agreement referred to in Regulation 30A of the SEBI LODR
Regulations, 2015 has been entered or executed by the shareholders, promoters, promoter
group entities, related parties, directors, key managerial personnel and employees of the
Company.
The Statutory Auditors of the Company have examined and certified your
Company's compliance with respect to conditions enumerated in SEBI LODR Regulations, 2015
and DPE guidelines on Corporate Governance. The certificate forms part of Board's Report
at Annexure-C.
Business Responsibility & Sustainability Report (BRSR)
SEBI vide notification dated May 10, 2021 amended Regulation 34 (2) (f)
of SEBI LODR Regulations, 2015 and makes it mandatory for top 1,000 listed entities (by
market capitalization) to present Business Responsibility and Sustainability Report (BRSR)
as a part of the Annual Report. Your Company has adopted Business Responsibility &
Sustainability Report (BRSR) describing the initiatives taken by the Company from an
Environmental, Social and Governance perspective and the same forms part of the Annual
Report.
Regulatory or Courts order
During the FY 2023-24, there was no order or direction of any court or
tribunal or regulatory authority either affecting Company's status as a going concern or
which significantly affected Company's business operations
Reporting of Frauds by Auditors
The Auditors in their report for the year have not reported any
instance of fraud committed by the officers/employees of the Company.
Material Changes Affecting the Company
There have been no material changes and commitments affecting the
financial position of the Company between the end of the Financial Year and date of this
report. There has been no change in the nature of the business of the Company.
Compliance with Secretarial Standards
The Company has followed the applicable Secretarial Standards, with
respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India.
Auditors and Audit Reports
i. Statutory Auditors
The Statutory Auditors of your Company are appointed by the Comptroller
& Auditor General of India (C&AG). M/s Gandhi Minocha & Co., Chartered
Accountants, New Delhi and M/s Kirtane & Pandit LLP, Chartered Accountants, New Delhi
were appointed as Joint Statutory Auditors for the FY 2023-24.
Notes on Financial Statements referred to in the Statutory Auditors'
Report are self-explanatory. There are no qualifications on the financial statements by
the Statutory Auditors for FY 2023-24.
ii. Comptroller and Auditor General of India (C&AG) Audit
Comptroller and Auditor General of India (C&AG) conducts
Supplementary Audit of Financial Statements. Review and Comments of C&AG, if any on
the Company's Financial Statements for the financial year ended 31st March,
2024 forms part of the Financial Statements.
C&AG paras from other audits: In addition to the supplementary
audit of the financial statements mentioned above, the C&AG conducts audits of various
nature. During the year 2023-24,
one C&AG published para was settled. As on 31st March
2024, there are thirteen (13) C&AG published paras pending for closure related to
irregular payment of stagnation relief, irregular payment of income tax on perquisites to
employee, benefit extended to private power producers, non-recovery from RIL, abandoned
E&P blocks, irregular payment towards encashment of Half pay/Sick leave/Earned leave,
irregular payment towards employer's share of EPF contribution on leave encashment,
Petrochemical Production and Project Management, safety preparedness of Oil & Gas
transmission pipelines, special monetary appreciation to its employees, benefit extended
to the executives in the form of shift allowance, infructuous expenditure due to
non-compliance with O&M guidelines, benefit extended to the executives in the form of
payment of running and maintenance expenses of vehicles.
Replies to these audit Paras have been furnished from time to time and
the same is under review of MoP&NG and C&AG.
iii. Cost Auditors
Your Company is maintaining Cost Accounting Records as prescribed under
the Companies (Cost Records and Audit) Rules, 2014, specified by the Central Government
under subsection (1) of section 148 of the Companies Act, 2013.
Your Company appointed six Cost Auditors for FY 2023-24 as follows:
| S. No. Name of the Cost Auditor |
Region |
| 1 M/s R J Goel & Co., New Delhi |
Northern Region-I |
| 2 M/s Chandra Wadhwa & Co., New Delhi |
Northern Region-II |
| 3 M/s Shome & Banerjee, Kolkata |
Central Region |
| 4 M/s A B K & Associates, Mumbai |
Western Region |
| 5 M/s Dhananjay V Joshi & Associates, Pune |
Southern Region |
| 6 M/s Mani & Co., Kolkata |
Eastern Region |
M/s R J Goel & Co., New Delhi is the lead Cost Auditor.
The cost audit reports are filed by the Lead Cost Auditor with the
Central Government in the prescribed form within the stipulated time. There are no
qualifications in the Cost Audit Report by the Cost Auditors for FY 2022-23.
The Cost Audit Report for the financial year ended March 31, 2024 shall
be filed within the prescribed time period under the Companies (Cost Records & Audit)
Rules, 2014.
iv. Internal Auditor
Your Company has an In-house Internal Audit Department, which is headed
by Executive Director. It had outsourced the internal audit of selected sites and
appointed four Internal Audit Firm(s) during FY 2023-24 for each region. The details of
Internal Audit Firm(s) are as under:-
| S. No. Name of the Internal Auditor |
Region |
| 1 M/s G S Mathur & Co. Chartered Accountants |
Northern |
| 2 M/s Niranjan & Narayan, Chartered Accountants |
Southern |
| 3 M/s Bandopadhyaya Bhaumik & Co. Cost Accountants |
Eastern |
| 4 M/s K G Somani & Co. LLP, Chartered Accountants |
Western |
The aforesaid Internal Audit Firms served as an extended arm of
internal audit team and also provided new insights in auditing practices &
methodologies, risk based audit and technology- based audit techniques, in addition to
cost efficiency in place of traditional audit. Further, they have rendered support in
physical verification of stocks and digitization. All these have resulted in strengthening
of Internal Control systems.
v. Secretarial Auditor
Your Company appointed M/s Agarwal S. & Associates as Secretarial
Auditor for FY 2023-24. Secretarial Audit Report confirming compliance by Practicing
Company Secretary to the applicable provisions of the Companies Act, 2013, SEBI LODR
Regulations, 2015 and other applicable laws forms part of the Board's Report as
Annexure-D.
As per the provisions of the section 134(3) of the Companies Act, 2013,
Board of Directors in their Board Report is required to provide explanations or comments
on every qualification, reservation or adverse remark made by the Company Secretary in
practice in his report.
The observations made by Secretarial Auditor in his Audit Report and
Company's response thereon are included in Annexure-DI.
Performance Evaluation of Directors
As per notification dated June 5, 2015 issued by the Ministry of
Corporate Affairs, Government of India, Government Companies are exempted from complying
with provisions of section 134(3)(p) of the Companies Act, 2013. Your Company is a Central
Public Sector Enterprise (CPSE) and appointment/nomination of all the Directors including
Independent Directors are being done by the Government of India. Therefore, such
particulars are not included in the Board's Report.
Corporate Social Responsibility (CSR)
Your Company firmly believes that the commitment towards playing a
defining role in the development of its stakeholders extends to uplifting lives of the
marginalized segments of the society, living in and around its areas of operation. The
principles of Corporate Social Responsibility (CSR) are deeply imbibed in your Company's
corporate culture. To amplify outreach efforts, the Company has incurred an expenditure of
'175.71 crore i.e. 2.47 % of the average net profits of the preceding three years after
setting off the excess expenditure of the previous financial years.
Annual Report on CSR activities as required under Companies (Corporate
Social Responsibility Policy) Rules, 2014 is placed at Annexure-E.
Your Company's CSR Policy is also available on Company website at
https://www.gailonline.com/CSRPolicy.html
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings & Outgo
As per the requirement of Section 134 (3)(m) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014, details of conservation of
energy and technology absorption and foreign exchange earnings and outgo forms part of the
Board's report at Annexure- F.
Particulars of Contracts or Arrangements with Related Parties
As per requirement of Section 134 (3) (h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules,
2014 particulars of contracts or arrangements with Related Parties as
referred to in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2
forms part of the Board's report at Annexure-G.
Your Company has formulated the policy on dealing with Related Party
Transactions and the same is also hosted on the Company's website at
https://www.gailonline.com/pdf/InvestorsZone/ RPTPolicy24042024.pdf
Particulars of Employees
The provisions of Section 134(3)(e) of the Act are not applicable to a
Government Company. Consequently, details on Company's policy on Directors' appointment
and other matters as required under Section 178 (3) of the Act, are not provided.
Similarly, Section 197 of the Act is also exempt for a Government Company. Consequently,
there is no requirement of disclosure of the ratio of the remuneration of each Director to
the median employee's remuneration and other such details, including the statement showing
the names and other particulars of every employee of the Company, who if employed
throughout/part of the Financial Year, was in receipt of remuneration in excess of the
limits set out in the Rules are not provided in terms of Section 197 (12) of the Act read
with Rule 5 (1)/(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Annual Return
Annual Return is hosted on your Company's website at https://
gailonline.com/IZAnnualReports.html
Dividend Distribution Policy
As per Regulations 43A of the SEBI LODR Regulations, 2015 your Company
has formulated a Dividend Distribution Policy. The dividend pay-out is made in accordance
with the Company's Dividend Distribution Policy.
The Dividend Distribution Policy of the Company is available on the
Company's website, at http://gailonline.com/pdf/InvestorsZone/
GAIL%20Dividend%20Distribution%20Policy.pdf
Acceptance of Deposits
Your Company has not accepted any Deposit from Public during the FY
2023-24 and as such, no amount of principal or interest was outstanding as on 31st
March, 2024.
Fund Raising
During FY 2023-24, your Company has not raised equity funds through
preferential allotment or through qualified institutional placement.
Foreign Exchange Earnings and Outgo
During FY 2023-24, foreign exchange earnings were '14,017.39 crore and
outgo was '49,466.03 crore as compared to foreign exchange earnings of '28,136.38 crore
and outgo of '69,228.61 crore during FY 2022-23.
Board of Directors and Key Managerial Personnel
The following changes took place in the Board of Directors/ Key
Managerial Personnel of your Company since 01st April, 2023: Appointments:
• Shri Praveen Mal Khanooja, Government Nominee Director
w.e.f. 16.05.2023
• Shri Kushagra Mittal, Government Nominee Director w.e.f.
16.05.2023
• Shri Sanjay Kumar, Director (Marketing) w.e.f. 15.06.2023
• Shri Asheesh Joshi, Government Nominee Director w.e.f.
18.10.2023
• Shri Rajeev Kumar Singhal, Director (Business Development)
w.e.f. 28.11.2023
Cessations:
• Dr. Navneet Mohan Kothari, Government Nominee Director upto
18.04.2023
• Shri Praveen Mal Khanooja, Government Nominee Director upto
17.10.2023
• Shri Mahesh Vishwanathan Iyer, Director (Business Development)
upto 31.10.2023
The Board placed on record its deep appreciation for the valuable
guidance and significant contribution made by outgoing Directors during their association
with the Company.
Independent Directors' Declaration
Your Company has received necessary declaration from Independent
Directors in accordance with Section 149(7) of the Companies Act, 2013 and Regulation
25(8) of the SEBI LODR Regulations, 2015 confirming that:
• They meet the criteria of independence as laid out in Section
149(6) of the Act and Regulation 16(1) (b) of the SEBI LODR Regulations, 2015.
• They have registered themselves with the database of Independent
Directors maintained by the Indian Institute of Corporate Affairs under the Ministry of
Corporate Affairs.
Familiarization Program for Independent Directors
The details of Independent Directors' training/familiarization
programmes are available on the Company's website at
https://www.gailonline.com/pdf/InvestorsZone/ FamiliarizationProgramme01042024.pdf
Code of Conduct
Pursuant to the requirements of SEBI LODR Regulations, 2015 and DPE
Guidelines on Corporate Governance, the Board Members and Senior Management Personnel have
affirmed compliance with the Code of Conduct for the financial year ended 31st
March, 2024.
Insolvency and Bankruptcy Code, 2016
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of the application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.
Directors' Responsibility Statement
The Directors confirm that they have:
i) followed applicable accounting standards, along with proper
explanation relating to material departures in the preparation of the annual accounts for
the financial year ended March 31, 2024;
ii) selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for the year under review;
iii) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv) prepared the annual accounts for the financial year ended March 31,
2024 on a going concern basis;
v) devised proper systems to ensure compliance with the provisions of
all applicable laws and such systems were adequate and operating effectively; and
vi) laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively.
Acknowledgment
Your Directors express their gratitude for the help, guidance and
support received from the Government of India, especially the Ministry of Petroleum and
Natural Gas as well as the various State Governments, regulatory and statutory
authorities.
Your Directors acknowledge the constructive suggestions received from
Comptroller and Auditor General of India and Auditors, and are grateful for their
continued support and cooperation.
Your Directors also thank all the shareholders, business partners, and
members of the GAIL family for reposing their faith, trust and confidence in your Company.
All that have been achieved would not have been possible without the
relentless and focused efforts of your Company's employees; we place our deep appreciation
for their commitment.
Your Directors also express their gratitude for the help, guidance and
support received from the outgoing Board Members.
Your Directors and employees look forward to the future with confidence
and stand committed towards creating a mutually rewarding future for all stakeholders.
|