Director's Report
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GAIL (India) LtdIndustry : Miscellaneous
BSE Code:532155
ISIN Demat:INE129A01019
Book Value(Rs):178.83
NSE Symbol:GAIL
Div & Yield %:2.08
Market Cap (Rs Cr.):77923.98
P/E(TTM):16.12
EPS(TTM):21.44
Face Value(Rs):10
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Dear Shareholders,

On behalf of the Board of Directors of your Company, I am delighted to present the 34th Directors Report of your Maharatna Company, along with Audited Financial Statements for the nancial year 2017-18.

Financial Highlights

The important nancial highlights on standalone basis for the year 2017-18 are as under:

Particulars 2017-18 2016-17
US $ Million (Rs in Crore) US $ Million Rs ( in Crore)
Gross sales 8,181 53,690 7,457 48,789
Other income (including other operating income) 171 1,122 194 1,271
Cost of sales (excluding interest and depreciation including extraordinary items) 7,038 46,192 6,491 42,474
Net Exceptional Items (Prot on Sale of Investments & Impairment of Assets) 4 28 (46) (299)
Gross margin 1,318 8,649 1,114 7,287
Finance Cost 42 275 73 479
Depreciation 216 1,415 213 1,397
Prot Before Tax (PBT) 1,060 6,958 827 5,411
Provision for tax 357 2,340 292 1,908
Prot Aer Tax (PAT) 704 4,618 535 3,503
Appropriations
Final Dividend for previous year 70 457 58 381
Interim Dividend for current year 197 1,294 165 1,078
Corporate Dividend Tax 54 353 45 295
Net transfer to/from Bond Redemption
Reserve (42) (277) 15 98
Transfer to CSR Reserve - - - -
Transfer to General Reserve 70 462 54 350
Net surplus aer Appropriations 355 2,329 199 1,301
1 US $ in INR converted at the exchange rate as on 31st March of the respective financial year 65.63 65.43

Financial Performance

Gross Sales

Gross sales increased by 10 % from Rs48,789 crore during 2016-17 to Rs53,690 crore in 2017-18.

Prot Before Tax (PBT)

PBT registered a jump of 29% to Rs6,958 crore during 2017-18 from Rs 5,411 crore in 2016-17.

Prot Aer Tax (PAT)

Prot aer Tax increased by 32% from Rs3,503 crore during 2016-17 to a record high of Rs4,618 crore in 2017-18.

Earnings Per Share (EPS)

In view of the increase in PAT, EPS (adjusted aer Bonus issue in FY 17-18) has gone up from Rs15.53 per share as on March 31, 2017 to Rs20.48 per share as on March 31, 2018.

Consolidated Financial Statements

Your Company has prepared the Consolidated Financial Statements in accordance with the Ind AS consolidating its subsidiaries, associates and joint venture entities. The highlights of the Consolidated Financial Results are as follows:

(Rs in Crore)
Particulars 2017-18 2016-17
Turnover 54,694 49,334
Prot Before Tax 6,936 5,183
Prot Aer Tax 4,799 3,368
Other comprehensive income (321) 1,300

Business Performance

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

Natural Gas Marketing

Natural gas trading continues to constitute your Company core business. During FY 2017-18, gas sales volume increased 5% to 85.0 MMSCMD from 81.21 MMSCMD in the previous %nancial year. Gross revenue of your Company due to gas marketing in FY 17-18 was

Rs 38,021 Crore registering a jump of 10% mainly on account of the increase in sale price and volume contributing 71% to the topline of the Company.

Transmission

Natural gas transmission

Your Company owns and operates a network of around 11,400 km of natural gas high pressure trunk pipeline with a pan-India capacity to handle volumes of around 206.03 MMSCMD. The average gas transmission during the year 2017-18 was 105.23 MMSCMD, compared to 100.4 MMSCMD in the previous nancial year. The EBIDTA of Natural Gas transmission increased by 15% to Rs3,633 crore from Rs3,170 crore in the previous year.

LPG transmission

Your Company operates 2,038 kms of pipeline for LPG transmission. Jamnager-Loni and the Vizag-Secunderabad pipeline networks achieved a throughput of 3.72 MMTPA during the year against 3.36 MMTPA in the previous %scal year. Gross revenue of your Company from LPG transmission in FY 17-18 was Rs558 crore as against Rs514 crore in FY 2016-17.

Petrochemicals

During 2017-18, your Companys production increased by 11% to 671 TMTs of polymers and sales increased by 15% to 674 TMTs of polymers from the Pata plant. Additionally, more than 205.56 TMTs of polymer produced by BCPL was sold by GAIL. Gross revenue of your Company from Petrochemicals in FY 17-18 was Rs5,788 crore as against Rs5,626 crore in FY 2016-17.

LPG and Other Liquid Hydrocarbon Production

Your Company has six LPG plants at five locations in the country having a production capacity of 1.5 million MT. In 2017-18, total liquid hydrocarbon production was about 1.28 Million MT, of which over 80% constitutes LPG and Propane. This segment showed a signicant jump of 83% at the EBIDTA level, which increased to Rs2,372 crore from Rs1,293 crore in the previous year. The improvement was largely due to buoyant prices and 15% increase in sale volumes.

Exploration and Production (E&P)

Your Company now has participating interest in 10 E&P blocks of which 8 blocks are in India and 2 blocks in Myanmar. Out of these, your Company is Operator in one onland block viz. CB-ONN-2010/11 in the Cambay basin, awarded during the NELP-IX bidding round. Revenue of approx. Rs631 crore has been generated from sale of hydrocarbons from these blocks during the year 2017-18.

GAIL Global (USA) Inc. (GGUI), a wholly owned subsidiary of GAIL

(India) Limited, executed a Purchase and Participation Agreement with Carrizo Oil & Gas Inc. in September 2011, in order to enter into an unincorporated Joint Venture for acquiring 20% working interest in Carrizo

• certain Eagle Ford Shale acreage position in Texas, USA. Carrizo is the Operator of the JV. The JV

• lease holding is primarily located in the wet gas / condensate window in Eagle Ford shale in South Texas having signi%cant liquids content.

Disinvestment by President of India

The Government of India disinvested 1,30,26,898 shares in June 2018 through CPSE Bharat 22 ETF. A;er disinvestment, the President of India shareholding is 1,19,55,21,226 equity shares, representing 53.01% of paid-up share capital of GAIL.

Dividend

Your Company has a consistent track-record of dividend payment. The Board of Directors of your Company had earlier approved payment of an interim dividend @ 76.50% on equity share of Rs10 each (Rs 7.65 per equity share) amounting to Rs1,293.85 crore on then paid-up equity share capital of the

Company (Rs 1,691.30 crores), which was paid in January, 2018. Further, the Board has recommended payment of nal dividend @14.40% on an equity share of Rs10 each (Rs1.44 per equity share) on expanded equity post issue of Bonus shares, i.e., Rs2,255.07 crores for FY 2017-18 amounting to Rs324.72 crore.

With this, the total dividend payment for the %scal year 2017-18 will be 71.80% on an equity share of Rs10 each (Rs 7.18 /- per equity share) amounting to Rs1618.57 crore on its paid-up equity capital of Rs2,255.07 crore, which is 35.05% of PAT and equals 5% of opening net worth of Rs32,349.69 crore as per the Companies Act, 2013 and in compliance of Department of Investment & Public Asset Management (DIPAM) guidelines. In addition to the payment of dividend to the shareholders, your Company paid dividend distribution tax of Rs352.53 crore.

Contribution to Exchequer

Your Company has contributed Rs6,782 crore in 2017-18 to the exchequer through dividend, duties, taxes and others, as compared to Rs5,909 crore in 2016-17.

Credit Rating

Domestic rating

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

International Rating

The International rating agency, Moodys International, Singapore, has upgraded the corporate issuer rating from Baa3 with a positive outlook to Baa2 with stable outlook which is equal to the sovereign rating of India. Further, Fitch Ratings has also assigned a long-term foreign currency issuer default rating of BBB- with a stable outlook, which is also equal to the sovereign rating of India. The international rating agencies, Moody

s and Fitch have rated your Company at par with India

s international rating. The agencies have indicated that your Companys rating may be upgraded once the sovereign rating of India improves.

Particulars of Loans, Investments and Corporate Guarantees

Details of investments, loan and guarantee covered under Section 186 of The Companies Act, 2013 forms part of the nancial statement, as a separate section in the Annual Report FY 2017-18.

Related Parties - Subsidiaries/ Associates/ Joint Ventures

Your Company has formed subsidiaries/ associates/ joint venture companies for City Gas Distribution, such as GAIL Gas Limited, Indraprastha Limited, Mahanagar Gas Limited etc.; petrochemicals such as Brahmaputra Cracker and Polymer Limited, ONGC Petro-addition Limited; LNG/ Re-gasi%cation, such as GAIL Global (USA) LNG LLC, Petronet LNG Limited etc.; gas trading, power generation and shale gas. Contracts or arrangements/ transactions with related parties were on an arms length basis and in the ordinary course of business.

In order to facilitate the transfer of LNG undertaking pursuant to the Demerger Scheme of RGPPL, RGPPL incorporated Konkan LNG Private Limited (KLPL) as its wholly-owned subsidiary in December, 2015. The Demerger Scheme of RGPPL was approved by National Company Law Appellate Tribunal (NCLAT) vide order dated February 28, 2018 with appointed date as January 01, 2016 thereby transferring LNG business and all its associated assets and liabilities to KLPL, with mirror shareholding to RGPPL.

No subsidiary / joint venture company ceased to exist during the year. The subsidiaries/ associates/ joint venture companies of your Company have contributed signicantly to its business expansion activities. A statement containing the salient features of the nancial statements of your Companys Subsidiaries, Associate Companies and Joint Ventures as per first proviso of section 129(3) of The Companies Act, 2013 including details of Individual contribution of all subsidiaries, associates and joint venture companies towards the overall performance of Company during the period is given under Consolidated Financial Statements.

Vigilance

Corporate Vigilance department of your Company is ISO-9001:2008 certied for having adopted Quality Management System (QMS) in compliance with the requirements of ISO. Further, eorts are being made for the transition of existing QMS of Corporate Vigilance Department to ISO 9001:2015. To bring transparency in its systems and processes for the benet of vendors and suppliers, status of e-tendering, e-payments & receipts is monitored and reported to MoP&NG. In addition to this, a number of system improvements were aected in your Company during the year for eective utilization of its resources, which in turn would help to prevent corruption and ensure all round good governance. Some of these improvements are:

Online vigilance clearance status of senior executives is in place.

List of vendors put on Holiday / Banned is available on GAIL Intranet.

To regulate the release of man-days based payment to contract employees, Bio-metric card based Access Control system for entry/exit of contract employees is under implementation.

The Vigilance Awareness Week-2017 was observed on the theme My Vision Corruption Free India at the corporate oce and at all the work centers from 30th October to 4th November, 2017. An interactive session was organized at the GAIL Corporate Oce on October 30, 2017 where in Sh. K V Chowdary, Central Vigilance Commissioner of India interacted with all the work centers of GAIL through Video Conferencing. GAIL Vigilance Magazine QJAGROOK was also released on the occasion.

Essay writing, slogan writing and poster making competition for employees including contract employees were organized wherein a total number of 2,657 employees & their wards participated across 31 GAIL work centers. To create awareness among the youth towards the ill-eNects of corruption, debate/allocution competitions were organized wherein a total number of 2106 students participated from over 27 schools/colleges. Further, Online Vigilance Quiz was conducted covering all work centers of GAIL on November 01, 2017.

Customer/Vendor Interaction Meets were organized at 4 locations. The concluding function was held on November 04, 2017 at Corporate Oce in which Sh. Pratyush Sinha, Ex-CVC, was the the Chief Guest. A Knowledge Sharing Session was also organized during the event.

Representation of Priority Section

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

Details with regard to group-wise total number of employees and the representation of Scheduled Castes, Scheduled Tribes, and Other Backward Classes amongst them in your Company as on March 31, 2018 are given in the table below:

Group Employees on Roll SC ST OBC PWD
A 3247 514 207 606 48
B 507 90 55 110 10
C 669 123 22 222 37
D 57 14 06 16 -
C&MD DIRECTORS & CVO 6 - 1 - -
Total 4486 741 291 954 95

A total of 222 new employees (including CVO) joined your Company during the FY 2017-18. Total manpower of the Company as on March 31, 2018 stood at 4486 (including Whole-time Directors & CVO) with 16.5 % of its employees belonging to the SC category, 6.5% to the ST category, 21.3% to the OBC category, 7.9% to the Minorities and 2.1% to the Persons with Disabilities (PWDs) category. Your Company's workforce comprised of 273 women employees as on March 31, 2018.

Ocial Language

The Ocial Language Implementation Commiees at the Corporate and Work Centre level meets on a quarterly basis to monitor and review the progress made for achieving the targets xed in the Annual Program issued by the Government. of India.

Hindi workshops/trainings are organized on regular basis at Corporate Oce and all work centres. Hindi computer training sessions are also integral part of these programs. 127 Hindi workshops were conducted during 2017-18 in which 2260 employees were provided training.

Hindi Fortnight was observed across GAIL from September 14 to 28, 2017 to propagate linguistic harmony and to motivate the employees for the progressive usage of Hindi in their day-to-day work.

Your Company also publishes its half-yearly Hindi magazine QRajbhasha Sahyog to promote Hindi language and to provide a platform for creative writing in Hindi. During the year, VSuvicharon ka Sankalan, a compendium of

365 select inspirational and motivational quotes was published and distributed among the employees.

The 18th VGAIL Rajbhasha Sammelan was organized on March 10, 2018 at Amritsar (Punjab) to spread and propagate the essence of Hindi and simultaneously review the progress made on the implementation of the ocial language in the Company.

The First Sub-Commiee of Commiee of Parliament on Ocial Language inspected the Ahmadabad Zonal and GAIL Corporate oces to review the steps undertaken to promote the ocial language and it was appreciative of the eorts we had undertaken.

Sexual Harassment of Women at Workplace

Your Company has in place a 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013.The Internal Complaints Commiee (ICC) has been set up to redress complaints received regarding sexual harassment.

During the year 2017-18, no complaints of sexual harassment were received.

Procurement from Micro and Small Enterprises (MSEs)

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

In terms of the said policy, out of the total eligible value of annual procurement of approx. Rs 4,901 crore towards goods produced and services rendered by MSEs (including MSEs owned by SC/ST Entrepreneur) during the FY 2017-18, the value of total procurement made from MSEs is Rs 1,362 crore, which is approx. 27.79%.

MoU Performance

A Memorandum of Understanding (MoU) is signed every year between your Company and its administrative ministry i.e. MoP&NG, through which performance targets for the year are set.

Your Company achieved Excellent MoU rating for the nancial year 2016-17.

MoU for the year 2017-18 was signed between Chairman & Managing Director, GAIL and Secretary (P&NG), Government of India on July 03, 2017.

MoU 2017-18 was majorly aligned towards achieving GoIs vision of India being a gas-based economy. The thrust while xing MoU targets was on increasing the number of PNG connections, CNG stations, implementation of green corridor, and other critical aspects of the Company including key nancial parameters, gas marketing, gas transmission, project implementation, capital expenditure etc.

The evaluation of MoU 2017-18 is under progress and the nal evaluated MoU score and rating is expected to be announced during December, 2018.

Right to Information (RTI)

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

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

Section 4(1)(b) of the RTI Act, 2005 lays down the information which should be disclosed by any Public Authorities on a suo-motu or proactive basis. Section 4(2) and Section 4(3) prescribe the method of dissemination of this information. Accordingly, keeping in view the purpose of suo-motu disclosures under Section-4, GAIL

Corporate RTI Cell has hosted a dedicated page on GAIL website, through which large amount of information in the public domain on proactive basis is placed. This is being done to make the functioning of your Company more transparent and reduce the need for ling individual RTI applications.

Further, your Company has been made LIVE on the GoIs-DoPT Online RTI Portal from July, 2016 and ever since, we are providing information Online, apart from providing the requested information oine.

For the Financial Year 2017-18, GAILs Corporate RTI Cell has 100% disposal rate in respect of RTI Applications received & disposed o. As on 31st March, 2018, we had a pendency of 17 RTI Applications, which were disposed-o subsequently within time schedule/as per the provisions of the RTI Statute. Further, your Company has received VNIL penalty/adverse remarks from Central Information Commission for the year 2017-18 in respect of second Appeal led by Appellants.

Management Discussion and Analysis

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

Corporate Governance

Your Company believes that good corporate governance plays a critical role in establishing a positive organizational culture. It is evident by responsibility, accountability, consistency, fairness and transparency towards our stakeholders. 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 this Report at Annexure- B.

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

There is no signicant and material order passed by the regulators or Courts or tribunals impacting the going concern status and the Companys operations in future.

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

Auditors

Statutory Auditors

The statutory auditor of your Company is appointed by Comptroller & Auditor General of India (CAG). M/s O P Bagla & Co. LLP (Formerly O P

Bagla & Co), Chartered Accountants, New Delhi and M/s ASA Associates LLP, Chartered Accountants, New Delhi were appointed as Joint Statutory Auditors of your Company for the FY 2017-18.

Review and Comments of CAG, if any, on the Company

s Financial Statements for the nancial year ending March 31,2018, form part of Financial Statement. Notes on Financial Statement referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comment.

There are no qualications by the statutory auditors on the nancial statements for FY 2017-18.

Cost Auditors

Your Company has appointed M/s Ramanath Iyer & Co., New Delhi for Northern Region , M/s Bandyopadhyaya Bhaumik & Co., Kolkata for Northern and Eastern Region , M/s A C Dua & Co., Kolkata for Southern Region, M/s Musib & Company, Mumbai for Western Region Part-I, M/s N.D Birla & Co., Ahmedabad for Western Region Part-II and M/s Sanjay Gupta & Associates, New Delhi for Central Region as cost auditors for FY 2017-18. M/s Ramanath Iyer & Co. is the lead cost auditor.

Your Company is maintaining cost records as speci%ed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Cost audit reports for the nancial year ended March 31, 2017 were led to Registrar of Companies on September 07, 2017.

Internal Auditor

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

Secretarial Auditor

Your Company has appointed M/s Agarwal S. & Associates as secretarial auditors for FY 2017-18. Secretarial Audit Report conrming compliance by Practicing Company Secretary to the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable laws, forms part of this Report at Annexure- D.

The observation made by Secretarial Auditor in his Audit report is as under:

Non-compliance of Regulation 17 (10) & 25 (4) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has not carried out the performance evaluation of the directors.

Explanation on observation made by Secretarial Auditor in his Audit report is as under:

GAIL is a Government Company, appointment/ nomination of all the Directors including Independent Directors are being done through by the President of India, through the MoP&NG, therefore, performance evaluation of individual Directors including Independent Directors is to be done by Government of India being the appointing authority. As per requirement of SEBI (LODR) Regulations, 2015, a policy on performance evaluation including an evaluation criterion for the Board and its directors has been formulated.

In this regard, MCA vide notication dated June 5, 2015 & July 5, 2017 has exempted Government Companies from applicability of the following provisions:

Section 134 (3)(p) and 178 (2) of The Companies Act, 2013 &

Sub-Para (2) and (7) of Para II, Para IV, Para V, clauses (a) and (b) of sub- Para (3) of Para VII and Para VIII of Schedule IV (Code for Independent Directors) respectively.

In this regard, SEBI has also been requested for grant of exemption from the provisions of SEBI (LODR) Regulations 2015 relating to Performance Evaluation of Board and its directors in line with exemptions granted to Government Companies in The Companies Act, 2013. The reply from SEBI is awaited. The maer was deliberated in Nomination and Remuneration Commiee and it was decided that the dra policy will be considered for Boards approval on receipt of any speci%c directives from SEBI in this regard. The same was informed to the Board also.

Performance Evaluation

As per provisions of section 134(3)(p) of The Companies Act, 2013 for every listed company, a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Commiees and of individual directors should form part of the Directors Report.

However, as per notication dated June 5, 2015 and July 5, 2017 issued by the Ministry of Corporate Aairs, Government of India, government companies are exempted from provisions pertaining to performance evaluation of the Board, its commiees and individual directors under the Companies Act, 2013.

Your Company is a government company and the appointment, tenure, performance evaluation etc. of Directors is done by the Government of India, therefore, such particulars have not been included as part of the Directors Report.

Corporate Social Responsibility

Your Company rmly believes that Corporate Social Responsibility (CSR) plays a major role in the development of any country and therefore, it has made CSR an integral part of its ethos and culture. Your Company goes beyond the statutory compliances and makes eorts contribute to the economic development while improving the quality of life of the local community around the companys work centers, and the society at large. To amplify its outreach eorts, your Company has incurred an expenditure of 2.63% of the average net prot of the preceding three years on CSR projects/activities in FY 2017-18 (Rs91.65 Crore) against the stipulated 2% spend (Rs69.67 crores).

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

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

As per requirement of 134 (3)(m) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, details of conservation of energy and technology absorption and Foreign Exchange Earnings and Outgo forms part of this report at Annexure- F

Particulars of contracts or arrangements with related parties

As per requirement of 134 (3) (h) of The Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 particulars of contracts or arrangements with related parties as referred in section 188(1) of The Companies Act, 2013 in the prescribed form AOC-2 is placed at Annexure-G.

Your Company has formulated the policy on dealing with Related Party Transactions and the same is hosted on your Company

s website at hUp://www.gailonline.com/%nalfisite/pdf/GAILfiRelatedfiPartyfiTransactionfi Policy.pdf.

Particulars of Employees

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

However, as per notication dated June 5, 2015 issued by the Ministry of Corporate ANairs, Government of India, Government Companies are exempted from complying with provisions of section 197 of The Companies Act, 2013. Your Company is a Government Company, therefore, such particulars have not been included as part of the Directors Report.

Extract of Annual Return

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

Dividend Distribution Policy

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

The Dividend Distribution Policy of the Company is available on the Company

website, at hUp://www.gailonline.com/%nalfisite/ pdf/InvestorsZone/ GAIL%20Dividend%20Distribution%20Policy.pdf.

Issue of Shares and Fixed Deposits

In March, 2018, your Company issued and alloUed Bonus Shares to the shareholders in ratio of one equity share of Rs10 each for every three equity shares of Rs10 each held as on 29.03.2018. As a result, the Paid-up Equity Capital has increased from Rs1,691.30 crores to Rs2,255.07 crores by capitalizing the General Reserves for Rs563.77 crores.

Your Company has not accepted any xed deposits during the nancial year 2017-18 and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Fund Raising

During FY 2017-18, your Company has not raised funds through preferential allotment or qualied institutions placement.

Foreign Exchange Earnings and Outgo

During FY 2017-18, Foreign exchange earnings were Rs 1,797.92 crore and foreign currency outgo was Rs 11,116.05 crore.

Key Managerial Personnel and Directors

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

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

Shri Manoj Jain, Director (Business Development) w.e.f June 05, 2018.

The following were appointed on the Board of your Company as a Non-ocial Part-Time Director(s):

Dr.Rahul Mukherjee, Independent Director w.e.f. September 15, 2017 (from the date of obtaining DIN)

Shri Jayanto Narayan Chaudhury, Independent Director w.e.f. September 15, 2017 (from the date of obtaining DIN)

Ms. Indrani Kaushal, Government Nominee w.e.f. September 22, 2017

Ms. Banto Devi Kataria, Independent Director w.e.f. August 6, 2018 (from the date of obtaining DIN)

Shri Anant Kumar Singh ceased to be Director on the Board of your Company w.e.f. May 11, 2017.

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

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 armed compliance with the Code of Conduct for the nancial year ending 31st March, 2018.

Directors Responsibility Statement

Yours Directors conrm that they have:

i) followed applicable accounting standards, alongwith proper explanation relating to material departures, in the preparation of the annual accounts for the nancial year ending March 31, 2018; 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 aairs of the Company at the end of the %nancial year and of the pro%t of the Company for the year under review;

iii) taken proper and suJcient 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 nancial year ending March 31, 2018 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 eectively; and

vi) laid down internal nancial controls to be followed by the Company and that such internal nancial controls are adequate and are operating eectively.

Acknowledgment

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

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

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

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

Your Directors and employees look forward to the future with condence and stand commied to creating a bright future for all stakeholders.

For and on behalf of the Board
B.C. Tripathi
Place : New Delhi Chairman & Managing Director
Dated : 10.08.2018 (DIN: 01657366)

   

Adani Ports & Special Economic Zone Ltd     310.40   Down   -3.50 (-1.12%)   Asian Paints Ltd     1,240.90   Down   -18.10 (-1.44%)   Axis Bank Ltd     556.00   Down   -20.05 (-3.48%)   Bajaj Auto Ltd     2,485.50   Down   -62.30 (-2.45%)   Bajaj Finance Ltd     2,110.30   Down   -40.20 (-1.87%)   Bajaj Finserv Ltd     5,319.70   Down   -60.55 (-1.13%)   Bharat Petroleum Corporation Ltd     283.00   Down   -2.15 (-0.75%)   Bharti Airtel Ltd     289.15   Up   0.65 (0.23%)   Bharti Infratel Ltd     264.25   Up   4.25 (1.63%)   Cipla Ltd     628.50   Down   -11.95 (-1.87%)   Coal India Ltd     275.05   Down   -4.85 (-1.73%)   Dr Reddys Laboratories Ltd     2,553.25   Down   -11.75 (-0.46%)   Eicher Motors Ltd     21,520.00   Down   -458.10 (-2.08%)   GAIL (India) Ltd     344.55   Down   -0.80 (-0.23%)   Grasim Industries Ltd     870.00   Down   -11.95 (-1.35%)   HCL Technologies Ltd     979.25   Down   -45.00 (-4.39%)   HDFC Bank Ltd     1,967.00   Down   -7.60 (-0.38%)   Hero Honda Motors Ltd     2,686.00   Down   -121.55 (-4.33%)   Hindalco Industries Ltd     225.75   Down   -2.00 (-0.88%)   Hindustan Petroleum Corporation Ltd     213.85   Up   6.55 (3.16%)   Hindustan Unilever Ltd     1,575.00   Up   13.00 (0.83%)   Housing Development Finance Corporation Ltd     1,681.85   Down   -55.95 (-3.22%)   ICICI Bank Ltd     314.70   Down   -0.10 (-0.03%)   Indiabulls Housing Finance Ltd     672.00   Down   -116.65 (-14.79%)   Indian Oil Corporation Ltd     132.10   Down   -0.20 (-0.15%)   IndusInd Bank Ltd     1,580.55   Down   -23.35 (-1.46%)   Infosys Technologies Ltd     681.10   Down   -24.25 (-3.44%)   ITC Ltd     287.55   Up   1.10 (0.38%)   JSW Steel Ltd     362.25   Up   0.60 (0.17%)   Kotak Mahindra Bank Ltd     1,176.20   Up   0.20 (0.02%)   Larsen & Toubro Ltd     1,194.60   Down   -17.30 (-1.43%)   Mahindra & Mahindra Ltd     734.20   Down   -25.20 (-3.32%)   Maruti Suzuki India Ltd     6,749.95   Down   -135.65 (-1.97%)   NIFTY (S&P CNX)     10,260.70   Down   -192.35 (-1.84%)   NTPC Ltd     162.40   Down   -0.50 (-0.31%)   Oil & Natural Gas Corpn Ltd     157.05   Down   -5.05 (-3.12%)   Power Grid Corporation of India Ltd     189.65   Up   0.55 (0.29%)   Reliance Industries Ltd     1,088.00   Down   -63.30 (-5.50%)   State Bank of India     260.20   Down   -0.95 (-0.36%)   Sun Pharmaceuticals Industries Ltd     601.70   Up   8.25 (1.39%)   Tata Consultancy Services Ltd     1,885.00   Down   -44.40 (-2.30%)   Tata Motors Ltd     175.70   Down   -4.25 (-2.36%)   Tata Steel Ltd     557.35   Up   2.70 (0.49%)   Tech Mahindra Ltd     699.35   Down   -21.15 (-2.94%)   Titan Company Ltd     791.10   Down   -9.00 (-1.12%)   UltraTech Cement Ltd     3,593.30   Down   -129.70 (-3.48%)   UPL Ltd     629.00   Down   -9.25 (-1.45%)   Vedanta Ltd     210.65   Up   2.70 (1.30%)   Wipro Ltd     322.80   Down   -0.35 (-0.11%)   Yes Bank Ltd     216.70   Down   -15.20 (-6.55%)   Zee Entertainment Enterprises Ltd     453.65   Down   -9.95 (-2.15%)      NSE Data  -  www.nseindia.com (5 minutes delayed) syndicated by www.cmots.com