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Gujarat State Petronet Ltd.

BSE: 532702 Sector: Others
NSE: GSPL ISIN Code: INE246F01010
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OPEN 198.10
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VOLUME 46617
52-Week high 211.45
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P/E 21.50
Mkt Cap.(Rs cr) 11,346
Buy Price 0.00
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Sell Price 0.00
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OPEN 198.10
CLOSE 197.85
VOLUME 46617
52-Week high 211.45
52-Week low 119.00
P/E 21.50
Mkt Cap.(Rs cr) 11,346
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat State Petronet Ltd. (GSPL) - Director Report

Company director report

DIRECTORS’ REPORT

To

The Members

Gujarat State Petronet Limited

The Directors take pleasure in presenting the 18th Annual Report and Audited Accountsof the Company for the Financial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS

Your Company has excelled in most of the performance parameters.

Major Highlights of the Company are summarized below:

(Rs. in Crore)

Particulars (Standalone Accounts) 2015-16 2014-15
Total Income 1056.00 1116.60
Employee Benefit Expenses 34.71 35.56
Other Expenses 91.71 101.02
Total Expenses 126.42 136.58
PBDITA 929.58 980.02
Finance Cost 77.25 117.83
Depreciation & Amortisation 184.34 189.23
Prior Period Adjustments 0.13 12.64
Profit Before Tax 667.86 660.32
Tax including Deferred Tax 223.39 249.96
Profit After Tax Carried to Balance Sheet 444.47 410.36
Appropriations
Transfer to General Reserves NIL NIL
Proposed Dividend (including Dividend Distribution Tax) 101.70 81.70
Profit After Appropriations 342.77 328.66

PERFORMANCE HIGHLIGHTS

• 100% Pipeline grid availability and "accident free" year ofoperations.

• Company is in process of implementing City Gas Distribution (CGD) Network in theGeographical Area of Amritsar District (Punjab) awarded by PNGRB in May 2015. FurtherPNGRB has granted authorization to GSPL for developing City Gas Distribution (CGD) Networkin the Geographical Area of Bhatinda District (Punjab) in May 2016.

• PNGRB is in the process of re-determining the levelized tariff for GSPL’sHigh Pressure and Low Pressure Natural Gas Pipeline Networks pursuant to APTEL decision onthe appeal filed by GSPL.

• Total Income stood at Rs. 1056.00 Crore as compared to Rs. 1116.60 Crore andPBT was Rs. 667.86 Crore as compared to Rs. 660.32 Crore over Previous Year.

CAPITAL

During the year the Board has approved allotment of 360084 Shares to the eligibleemployees under ESOP — 2010 Schemes of the Company upon exercise of Options by themconsequent to which the paid up Share Capital of the Company has increased to Rs. 563.34Crore.

DIVIDEND

Keeping in view the fund requirements for expansion projects and subsidiaries theBoard of Directors of the Company is pleased to recommend Dividend @ Rs. 1.5 (i.e. 15 %)per Equity Share of the face value of Rs. 10 each for the Financial Year 2015 - 16.

GAS TRANSMISSION SERVICES

The Company has effective Firm GTAs of 22.83 mmscmd for transmission of gas to variouscustomers & interruptible / short - medium term GTAs for 9.07 mmscmd (Previous year:Firm GTAs of 22.99 mmscmd and interruptible GTAs of 5.96 mmscmd).

GAS GRID PROJECT

Government of Gujarat has always played a pro-active role in the development of theenergy value chain in the State. Gujarat is the first State to plan and execute aState-wide Gas Grid on an Open Access principle.

The pipeline grid has been designed as per the highest international standards withinbuilt flexibility to cater to varying loads.

The pipeline grid map of GSPL for Gujarat is enclosed herewith as Annexure - X.

The map showing the Cross-Country Natural Gas Transmission Pipelines being implementedthrough special purpose vehicles is enclosed herewith as Annexure — XI.

Projects Commissioned

During the year under review the Company has successfully completed commissioning ofAnjar Bhuj pipeline Halol Dahod pipeline and various customer connectivity (ies) projectsnamely Parle Connectivity Ineos Connectivity Rochling Connectivity.

The grid operations account for approx 2348 Kms as on 31st March 2016. Gas is flowingfrom Hazira / Dahej / Vapi to various industries and City Gas Distribution("CGD") Networks located in various districts of Gujarat including SuratBharuch Narmada Baroda Anand Ahmedabad Dahod Gandhinagar Sabarkantha PanchamahalPatan Bhavnagar Mehsana Banaskantha Surendranagar Botad Rajkot Morbi JamnagarNavsari Kutchh Kheda Valsad Amreli.

Projects under execution

Your Directors are pleased to inform that the Company continues to develop additionalpipeline infrastructure in the State of Gujarat. Additionally the Company is alsoinstalling Gas Compressor station at Gana which is under construction.

The Company is a co-developer in Dahej SEZ and is developing pipeline infrastructuretherein. Several customers have started receiving gas in Dahej SEZ through Company'snetwork with more getting connected on regular basis.

WIND POWER PROJECT

Your Company being committed to promote clean and green energy has set up Wind PowerProject of 52.5 MW in the areas of Maliya Miyana Rajkot and Gorsar & AdodarPorbandar.

During the year the Company has sold 104786591 KWH of electricity generated throughWindmill.

FUTURE PLANS

The Company is working on future expansion projects based on the demand in variousregions around the gas grid. The Company has already started necessary activities inrelation to the development of the City Gas Distribution (CGD) Network in the GeographicalArea (GA) of Amritsar District (Punjab). Recently the Company has also been awardedauthorization for the Bhatinda GA and the Company would be starting the necessaryactivities for developing the CGD network in Bhatinda GA very soon.

OPERATION & MAINTENANCE ACTIVITIES

The Company has transported 8966 mmscm of gas during the financial year 2015-16(Previous year: 8395 mmscm).

To safeguard pipeline assets and optimize utilization of the pipeline system theCompany is giving utmost importance to efficient operations and preventive maintenance.The Company is in process of implementing Pipeline Integrity Management System in linewith PNGRB guidelines to safe guard the pipeline assets.

SUBSIDIARY ASSOCIATES & JOINT VENTURE COMPANIES

Subsidiary Companies:

Your Company has two Subsidiary Companies viz 1) GSPL India Gasnet Limited (GIGL) fordevelopment of Mehsana - Bhatinda (approx 1670 Kms) and Bhatinda - Jammu - Srinagar(approx 740 Kms) Pipeline Projects and 2) GSPL India Transco Limited (GITL) fordevelopment of Mallavaram - Bhopal - Bhilwara — Vijaipur (approx. 1881 Kms) PipelineProject awarded by Petroleum and Natural Gas Regulatory Board.

GIGL & GITL Performance Highlights:

GIGL and GITL have received all major statutory approvals for development of Pipeline.GIGL & GITL have initiated process for implementing the projects. Pursuant to the sameconstruction activities would commence shortly by GIGL wherein GITL would be publishingNIT shortly.

These pipelines once commissioned shall lead to optimum utilization of GSPLs’Network and be synergistic with your Company’s foray into CGD Network Developmentalso.

Associate Companies:

As on 31st March 2016 your Company has two Associate Companies viz. Gujarat GasLimited and Sabarmati Gas Limited.

Gujarat Gas Limited

Gujarat Gas Limited is engaged in the City Gas Distribution (CGD) business to providenatural gas to retail various industrial commercial and domestic residential segmentcustomers in the State of Gujarat. Further it is also engaged in the business ofdistribution of CNG to transport segment customers through CNG filling stations at majorcities and towns of Gujarat State.

During the year the Scheme of Amalgamation of GSPC Gas Company Limited Gujarat GasCompany Limited Gujarat Gas Financial Services Limited and Gujarat Gas Trading CompanyLimited into Gujarat Gas Limited (Formerly known as GSPC Distribution Networks Limited)was approved by Hon’ble High Court of Gujarat and was implemented.

Post amalgamation Gujarat Gas Limited has emerged as India’s largest City GasDistribution Company with its presence spread across various Districts in the State ofGujarat Union Territory of Dadra and Nagar Haveli and the State of Maharashtra.

Gujarat Gas Limited in an endeavor to grow and retain the leadership position of beingthe largest CGD in the Country won the Geographical Areas of Thane (excluding areasalready authorised) including the District of Palghar and the Geographical Area of UnionTerritory of Dadra and Nagar Haveli in Financial Year 2015 - 16 in addition to otherGeographical Areas already won during the Financial Year 2014 - 15 including BhavnagarJamnagar and Kutch (West).

With these newly added Geographical Areas of Thane & Palghar Gujarat Gas Limitedhave now extended its foot prints beyond the State of Gujarat also.

Post Financial Year under review PNGRB has also issued Grant of Authorisation fordevelopment of CGD network to Gujarat Gas Limited for Geographical Areas of Dahej - Vagrataluka in Bharuch Amreli Anand (Rural) Dahod Ahmedabad (Rural) and Panchmahal.

Gujarat Gas Limited is supplying natural gas to more than 10.7 Lakh residential over11800 commercial and non-commercial segments and over 2850 industrial customers as on31st March 2016.

Gujarat Gas Limited also supplies natural gas in the form of Compressed Natural Gas(CNG) through 230 CNG stations catering to the automotive sector in the operational areas.

Your Company has a total shareholding of 25.76% in Gujarat Gas Limited as on 31stMarch 2016.

During the year ending 31st March 2016 Gujarat Gas Limited contributed to approx 20%of total transmission revenues of your Company.

Sabarmati Gas Limited

During the year your Company has acquired additional shares of Sabarmati Gas Limitedand consequently the total shareholding of your Company in Sabarmati Gas Limited is 27.47% as on 31st March 2016.

Sabarmati Gas Limited is engaged in the business of development of City GasDistribution networks in Gandhinagar Sabarkantha and Mehsana districts of North Gujarat.Sabarmati Gas Limited has established 47 CNG stations and commissioned approximately 330kilometers of steel pipeline network and 2631 kilometers of MDPE pipeline network.Sabarmati Gas Limited has 98438 domestic customers and 254 industrial and 487 commercialcustomers as on 31st March 2016.

During the year ending 31st March 2016 Sabarmati Gas Limited contributed to approx 3%of total transmission revenues of your Company.

Accounts of subsidiary Associates & Joint Venture companies:

Pursuant to provisions of Section 129 (3) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 a separate statement in prescribed Form AOC - 1containing salient features of the financial statement of following Subsidiaries andAssociate Companies is provided in the Annual Report.

Subsidiaries:

1. GSPL India Gasnet Limited — 13th October 2011

2. GSPL India Transco Limited — 13th October 2011

Associates:

1. Gujarat Gas Limited - 20th May 2013

2. Sabarmati Gas Limited — 18th February 2016

Further the audited annual accounts and related information of the subsidiarycompanies where applicable will be made available to any Member upon request. The annualaccounts of the subsidiary companies will also be kept open for inspection at theRegistered Office of the Company and that of the respective subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21 on Consolidated Financial Statementsread with Accounting Standard - 23 on Accounting for Investments in Associates theAudited Consolidated Financial Statements are provided in the Annual Report.

HEALTH SAFETY AND ENVIRONMENT

The Company in order to fulfill its commitment towards health safety and environmenthas taken active steps towards establishment of Safety Management Systems. Environment andsafety features have been integrated into design construction and O&M operations ofthe Company for ensuring utmost safety for the facilities local community and theenvironment. The same is also being reflected in the QHSE policy of the Company. TheCompany is expanding and managing its operations in a manner which is safe andenvironmentally sustainable.

For developing effectiveness of Safety Management Systems training of all employeesacross the Company is ensured through various training programs. The same is beingmonitored through internal audit teams and delegation of safety management up to the locallevel. Contractors’ adherence to Company’s QHSE policy is also assured throughregular site visits and external audits. Regular site visits ensure the enhancement ofsafety culture which also facilitates safe commissioning of the new projects. To achievethe highest quality of safety systems the Company has moved towards internationalrecognition with the renewal of corporate membership of British Safety Council. TheCompany is proud to maintain its target of ‘zero accident’ year with fullcommitment of its employees and management.

The Company is re-certified to Integrated Management Systems (ISO 9001:2008 ISO14001:2004 & OHSAS 18001:2007) with validity till 30th October 2017. Effectiveness ofthese certifications is being assured through planned audits of the system. Continuousimprovement is visible in various O&M systems. Preventive Maintenance schedules arebeing adhered to with updating of records. Further Emergency Response and

Disaster Management Plan (ERDMP) of GSPL was re-accredited by Disaster ManagementInstitute Bhopal as per the requirement of ERDMP Regulation 2010 under PNGRB Act 2006.ERDMP is being reviewed and updated regularly. All conditions of Accreditation are beingadhered to. Effectiveness of ERDMP is verified through regular mock drills as perspecified intervals as identified by respective work bases.

To further enhance the benchmark of Safety Management Systems your Company was auditedby British Safety Council for Five Star safety audit for the fifth time. GSPL has achievedFour Star grading by British Safety Council (BSC) after an extensive evaluation by BSCauditor. GSPL has bagged Sword of Honour for the year 2015. This Sword of Honour awardrecognises the commitment to excellent health and safety management standards. YourCompany has also bagged International Safety award for 2016 by British Safety Council forits HSE performance of GSPL Gas Grid. Your Company has successfully bagged InternationalSafety Awards from British Safety Council for Six Years continuously based upon previousyears’ HSE Performance of Gas Grid.

DEPOSITS

During the year the Company has not accepted Deposits from the public falling withinthe ambit of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to Section 186 (11) of the Companies Act 2013 loans made guarantees givenor securities provided by a company providing infrastructure facilities are exempted fromcompliance with Section 186 of the Companies Act 2013 except sub section (1).Accordingly your Company being engaged in the Gas Transportation business is exemptedfrom aforesaid compliance. However the details of Loans Guarantees Securities andInvestments covered under the provisions of Section 186 of the Companies Act 2013 aregiven in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188 (1) OF THE COMPANIES ACT 2013

All Related Party Transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business.

Prior omnibus approval of the Audit Committee is obtained on a yearly basis for thetransactions which are of a foreseeable and repetitive nature. Further a statement givingdetails of all Transactions executed with Related Parties is placed before the AuditCommittee on a quarterly basis for its approval/ ratification as the case may be.

The Policy on Materiality of Related Party Transactions and Dealing with Related PartyTransactions as approved by the Board is uploaded on the Company’s Website.

None of the Directors has any pecuniary relationships or

transactions vis-a-vis the Company.

The particulars of contracts or arrangements with Related Parties referred to inSection 188 (1) of the Companies Act 2013 as prescribed in Form AOC — 2 of theCompanies (Accounts) Rules 2014 is enclosed as Annexure - III to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014. Pursuant to provisions of Section 135 of theCompanies Act 2013 the Company has also formulated a Corporate Social ResponsibilityPolicy which is available on the website of the Company at http://gspcgroup.com/GSPL/policies.

Your Company being committed in fulfilling its Corporate Social Responsibility has beenengaged in various social initiatives through its intervention in the area of promotingeducation eradication of hunger & poverty creating awareness for conservation ofenergy providing preventive health care etc in accordance with the Corporate SocialResponsibility Policy of the Company.

The Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is enclosed herewith as Annexure - IV to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Since last Director’s Report Shri Atanu Chakraborty IAS and Shri L Chuaungo IASceased to be Directors of the Company consequent to their resignation as Directors fromthe Board of the Company.

Your Directors wish to place on record appreciation of the services rendered by ShriAtanu Chakraborty IAS as the Managing Director and Shri L Chuaungo IAS as a Director ofthe Company.

Consequent to resignation by Shri Atanu Chakraborty IAS the Board has appointed Dr. JN Singh IAS Director on the Board of the Company as Managing Director w.e.f. 16th April2016 till further intimation from Gujarat State Petroleum Corporation Limited.

Dr. Sudhir Kumar Jain and Shri Bhadresh Mehta have been appointed as AdditionalIndependent Directors of the Company w.e.f. 23rd October 2015 for the period of fiveyears subject to approval of members in the ensuing Annual General Meeting. Further ShriSujit Gulati IAS has also been appointed as an Additional Director w.e.f. e till the

ensuing Annual General Meeting. Accordingly it is proposed to approve theirappointment in the 18th Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Smt ShrideviShukla Director of the Company shall retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for reappointment.

A brief resume of the Directors retiring by rotation/seeking appointment at the ensuingAnnual General Meeting nature of their expertise in specific functional areas and detailsregarding the companies in which they hold directorship membership/

chairmanship of committees of the Board is annexed to the Notice.

Directors Independence:

Pursuant to the provisions of Section 149 (6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure

Requirements) Regulations 2015 the Independent Directors of the Company have givenconfirmation/ declaration to the Board that they meet with the criteria of Independenceand are Independent in terms of Section 149 (6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure

Requirements) Regulations 2015.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the IndependentDirectors have carried out an annual performance evaluation of Chairman Non-IndependentDirectors and the Board as a whole. Further the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of the various Committees of Directors of the Company.

The performance evaluation of individual Directors was carried out based on the variousparameters after taking into consideration inputs received from the Directors and alsoparameters set out in the Policy for Evaluation of Performance of Directors Committees& Board such as active participation & contributions in the Meetings balance ofknowledge expertise and experience safeguarding the interest of the Company and itsStakeholders etc. The performance evaluation of the Board as a whole and variousCommittees of Directors of the Company was carried out considering various parameters suchas adequacy of the composition of the Board and its Committees discharge of key functionsand responsibilities prescribed under law corporate governance practice etc. and theoverall performance assessment was discussed in detail by the Board members.

Meetings:

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the Meetings. However in case of a special and urgentbusiness need the approval is taken by passing resolutions through circulation to theDirectors as permitted by law which are confirmed in the subsequent Board/CommitteeMeetings.

During the year seven (7) Board Meetings were convened and held the details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

AUDITORS

Statutory & C&AG Audit:

As your Company is a Government Company the Statutory

Auditors are appointed by the Comptroller & Auditor General of India (C&AG).Accordingly the C&AG has appointed M/s V V Patel & Co. Chartered Accountants asStatutory Auditors of the Company for the Financial Year 2015 - 16.

C&AG has given NIL comment reports (Standalone & Consolidated) for theFinancial Year 2015 - 16. The NIL comment reports have been provided before the Standalone& Consolidated Financial Statements respectively.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s Spanj & Associates Practising Company Secretariesto conduct the Secretarial Audit of the Company for the Financial Year 2015 - 16.

The Report of Secretarial Auditor on Company’s Secretarial Audit for the FinancialYear 2015 - 16 is enclosed herewith as Annexure - V to this Report. The Secretarial AuditReport is self explanatory in nature.

Cost Auditors:

Your Company is required to get the Cost Audit carried out for "GasTransportation" business as well as "Generation of Electricity throughWindmill" business pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014.

Accordingly your Company has got the Cost Audit carried out for the said business ofthe Company for the financial year 2015 - 16 through the Cost Auditor M/s R K Patel &Co. The Cost Audit Report 2015 - 16 will be submitted to the Central Government in theprescribed format within stipulated time period.

Further your Directors has on the recommendation of the Audit Committee appointedM/s R K Patel & Co. as Cost Auditor to audit the cost accounts of the Company for thefinancial year 2016 - 17 on a remuneration of Rs. 108000/- plus applicable taxes andreimbursement of out of pocket expenses incurred by them during the course of Audit.

As required under the Companies Act 2013 the remuneration payable to the Cost Auditoris required to be placed before the Members in a General Meeting for their ratification.Accordingly a Resolution seeking Member’s ratification for the remuneration payableto M/s R K Patel & Co. Cost Auditors for the Financial Year 2016 - 17 is included inthe Notice convening the Annual General Meeting.

AUDIT COMMITTEE

Audit Committee of Directors of the Company at its Meeting held on 19th May 2016approved the Annual Accounts for the Financial Year ended on 31st March 2016 andrecommended the same for approval of the Board.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Risk Management:

The Company has a well-defined risk management framework. The Board of Directors of theCompany has adopted a Risk Management Policy.

Internal Control System:

The Company has a proper and adequate system of Internal Controls commensurate with itssize of operations and nature of business. These are routinely tested and certified byStatutory as well as Internal Auditors. Significant audit observations and follow upactions thereon are reported to the Audit Committee.

The details about the identification of elements of Risk and Internal Control Systemsare provided in detail in the Management Discussion & Analysis Report forming part ofthis Directors’ Report.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for Directors and Employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport forming part of this Directors’ Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended 31stMarch 2016 the applicable accounting standards have been followed and no materialdepartures have been made from the same;

b. that accounting policies have been selected and applied consistently and judgmentand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2016 and of the profit &loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS

This Annual Report contains a separate section (Annexure — I) on the ManagementDiscussion & Analysis which forms part of this Directors’ Report.

CORPORATE GOVERNANCE

Corporate Governance denotes the framework for companies to conduct their business inan ethical and responsible manner. It is determined primarily by the approach that aCompany has towards its stakeholders as well as to the environment in which it operates.It stems from the belief and realization that corporate citizenship has a set ofresponsibilities which must be fulfilled for a Company to progress and succeed over thelong term.

The Company believes that good governance alone can deliver continuous good businessperformance. A Report on Corporate Governance as required under Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is incorporated as apart of this Directors’ Report (Annexure — II). A Compliance Certificate by thePractising Company Secretary is also attached to this Directors’ Report.

GSPL EMPLOYEES STOCK OPTION PLAN ("ESOP")

The Company has instituted the following ESOP Schemes as incentives to attract retainand reward the employees and to enable them to participate in the future growth andsuccess of the Company.

1. GSPL Employees Stock Option Plan — 2005 (ESOP — 2005).

2. GSPL Employees Stock Option Plan — 2010 (ESOP — 2010).

Under the said ESOPs each such Option has conferred a right upon the employee to applyfor one Equity Share of the Company.

Auditors of the Company have certified that the Schemes are being implemented inaccordance with the SEBI (Share Based Employee Benefits) Regulations 2014 and theresolution passed by the Members. The Certificate would be placed at the Annual GeneralMeeting for inspection by Members.

Statutory disclosure regarding ESOP — 2005 and ESOP — 2010 are enclosed atAnnexure — VI & VII respectively.

Further the Disclosure regarding ESOP — 2005 and ESOP — 2010 pursuant toSEBI (Share Based Employee Benefits) Regulations 2014 have been made on the website ofthe Company at http:// gspcgroup.com/GSPL/disclosures.aspx

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT — 9 isenclosed herewith as Annexure — VIII.

PARTICULARS OF EMPLOYEES

Your Company being a Government Company is exempted from disclosing the informationrequired pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofthe employees of the Company pursuant to Ministry of Corporate Affairs Notification dated5th June 2015.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has always believed that appropriate standard of conduct should bemaintained by the employees in their conduct and that there should be a safeindiscriminatory and harassment free (including sexual harassment) work environment forevery individual working in the Company. The Company has in place a Policy on Preventionof Sexual Harassment at workplace as a part of its Human Resource Policy. It aims atprevention

of harassment of employees and lays down the guidelines for reporting and prevention ofsexual harassment.

The Company has constituted an Internal Complaints Committee (ICC) as required underthe Act which is responsible for redressal of complaints related to sexual harassment.

During the year ended 31st March 2016 no complaint has been received by the ICCpertaining to sexual harassment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be disclosed pursuant to provisions of the Companies Act 2013read with rules thereto with respect to Conservation of Energy Technology Absorption andForeign Exchange Earnings & Outgo are furnished in Annexure - IX to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations during the year.

ACKNOWLEDGEMENTS

The Directors appreciate the continued support received from the valued customers andlook forward to this mutually supportive relationship in future.

The Directors place on record their deep appreciation to employees of the Company atall levels for their hard work dedication and commitment without whose contribution theexcellent performance of the Company would not have been possible.

The Directors are extremely grateful for all the support given by the Government ofGujarat at all levels. Their guidance encouragement and moral support have enabled theCompany to expand the pipeline network in a professional manner.

The Directors also wish to place on record the sincere thanks to PNGRB and otherregulatory authorities at Central and State level for the continuous support extended tothe Company.

The Directors place on record their sincere thanks to the Promoters Shareholders andLenders for their valuable support trust and confidence reposed in the Company.

For and on behalf of the Board of Directors
Date: 30th July 2016 M M Srivastava IAS (Retd.)
Place: Gandhinagar Chairman