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Petronet LNG Ltd.

BSE: 532522 Sector: Others
NSE: PETRONET ISIN Code: INE347G01014
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VOLUME 59136
52-Week high 275.45
52-Week low 171.75
P/E 20.06
Mkt Cap.(Rs cr) 37,995
Buy Price 0.00
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Sell Price 0.00
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OPEN 254.80
CLOSE 253.40
VOLUME 59136
52-Week high 275.45
52-Week low 171.75
P/E 20.06
Mkt Cap.(Rs cr) 37,995
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Petronet LNG Ltd. (PETRONET) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our privilege and honour to present thenineteenth Annual Report and the

Audited Accounts of your Company for the financial year ended 31st March 2017.

PHYSICAL PERFORMANCE

The financial year 2016-17 saw the Company operate its Dahej Terminal at 13.13 milliontonnes throughput as compared to 10.96 Million tonnes in the previous year. The demand forLNG was robust.

During the financial year 2016-17 the Dahej Terminal handled 217 LNG Cargoes andsupplied 714.25 TBTUs of RLNG. 2840 LNG Road Tankers were also loaded and dispatched.

The utilisation of Kochi Terminal remained extremely low in the absence of pipelinenetwork for gas evacuation. 5 Cargoes (including reload) were handled at the KochiTerminal during the full year similar to 5 Cargoes during the last year.

FINANCIAL PERFORMANCE

During the financial year 2016-17 your Company achieved a turnover of Rs. 24616 Croreas against Rs. 27134 Crore in 2015-16. Inspite of an increase in quantity the reductionof turnover in value terms is primarily due to reduction in LNG prices and increase inregas service cargoes. The net profit during the year stood at Rs. 1706 Crore as againstRs. 913 Crore in the previous year. A summary of the comparative financial performance inthe fiscal 2016-17 and 2015-16 is presented below:

(Rs in Crore)

Particulars 2016-17

2015-16

Revenue from operations 24616

27134

Other Income 347

173

Total Revenue 24963

27307

Particulars

2016-17

2015-16
Cost of LNG imports

21417

25076
Gross Margin

3546

2231
Salary & other operating expenses

607

471
Finance charges

210

239
Depreciation

369

322
Profit before Tax

2360

1199
Tax expenses including deferred tax

654

286
Profit after Tax

1706

913
Earnings (Rs.) per Share

22.74

12.18

DIVIDEND

Keeping in view the financial performance and dividend policy of the Company theDirectors are pleased to recommend a dividend of 50% on the paid-up share capital of theCompany for the year ending 31st March 2017 as compared to 25% in the previous year. TheBoard of Directors have also approved the issue of bonus share in the ratio of 1:1 i.e.one new bonus equity share for each existing share considering the sound financialposition of the Company.

FINANCING OF PROJECTS

Given the strong cash flows of the Company the expansion of the Dahej project andother capital expenditure was funded entirely with the internal accruals without the needto draw any debt. The relationship with the existing lenders continues to be good.

Your Company has been rated by domestic as well as international agencies. During theyear the Company saw an improvement in its credit metrics leading to an enhancement inits rating outlook from "Stable" to

"Positive" by CRISIL and ICRA. The International Rating

Agency Moody's also rated your Company at Baa3 and pegged it to the sovereign ratingof India.

LNG SOURCING

The year past saw the start of supplies from yet another long-term contract that yourCompany had signed with

Mobil Australia Resources Company (MARC) for supplies from the Gorgon project inAustralia. Two cargoes were supplied under this agreement during the year and the volumeswill ramp up to full capacity during the next year.

Although these LNG volumes are primarily destined for the Kochi terminal MT Prachicarried the volumes from

Gorgon and brought these to Dahej as per the requirement of the offtakers.

Supplies under the two long-term contracts with RasGas Liquefied Natural Gas Company(RasGas) of Qatar continued without interruption. A total of 8.50 MMTPA of

LNG is contracted under these agreements.

Your Company maintains excellent relationship with LNG suppliers across the world andbuys volumes on spot and short-term basis as per the requirement of its offtakers andother market players.

EXPANSION OF THE DAHEJ TERMINAL

Your Company has completed the ongoing expansion project at Dahej by expanding the nameplate capacity of the Terminal from 10 MMTPA to 15 MMTPA in the last quarter of 2016. Twostorage tanks with a capacity of 170000 (net) m3 each and regasification unit of 5 MMTPAwere added in this expansion process. The project was completed at a total cost of Rs.1999.10 Crore without raising any external debt.

FURTHER EXPANSION OF DAHEJ TERMINAL

Your Company is in the process of further expansion of Dahej LNG Terminal from 15 MMTPAto 17.5MMTPA and has awarded the EPC Contract for Regasification facilities in July 2016.This project is proceeding as per schedule and is likely to be commissioned in firstquarter of 2019.

SHIPPING ARRANGEMENTS

Three LNG ships namely ‘Disha' ‘Raahi' and ‘Aseem' carry the entireLNG volumes from RasGas under a long-term contract to Dahej. Besides Japanese companiesShipping Corporation of India (SCI) is also an equity partner in the ship-owningcompanies. All these ships are manned managed maintained and operated by SCI. The shipsoperate on a long-term time charter basis with Petronet as the charterer.

During FY 2016-17 the overall shipping operations at Dahej LNG terminal have runsmoothly and the jetty utilization has been very good without any downtime.

The fourth LNG vessel "Prachi" was delivered on 30th November 2016.Besides Japanese Companies NYK MOL and K-Line Shipping Corporation of India (SCI) is anequity partner in the ship-owning companies. PLL has taken 26% equity in this LNG ship.The ship is currently being used to transport LNG from Gorgon Australia to Dahej / Kochi.

As is the case with the three ships the fourth ship is first also being mannedmanaged maintained and operated by SCI.

LNG TERMINAL AT KOCHI

During the year the Kochi terminal continued to operate at a very low capacityutilization due to lack of evacuation pipelines to Bangalore and Mangalore. BPCL-KochiRefinery was the only major consumer throughout the year and the other customer FACTconsumed R-LNG intermittently.

The average capacity utilization during the year was 5.67 %. R-LNG off-take by BPCL isexpected to increase in 2017-18 in view of the ongoing commissioning of integratedrefinery expansion project.

Other specialized services like cooling down of LNG vessels and storage / reloadservices were provided by the Kochi terminal during the year. ‘Taral' LNG suppliesalso continued throughout the year with trucks to HLL Lifecare Ltd. Trivandrum.

It is understood that GAIL the executing agency for the pipelines has madesignificant progress in the Kochi - Mangalore section of the pipelineworks and has startedwork on pipeline laying in a few sections.

NEW BUSINESS INITIATIVES

LNG TERMINAL AND POWER PLANT AT SOUTH ANDAMAN

Your Company has signed a Memorandum of Understanding (MoU) with Andaman and Nicobar

Administration for establishment of small scale floating LNG Receiving Storage andRegasification Terminal and Gas based Power Plant at South Andaman. Your Company hasinitiated pre-project studies like environment impact assessment geo-technicalinvestigations marine studies including navigational studies etc. output of which willbe used to prepare the detailed feasibility report.

All the above studies are in progress and your Company shall submit a commercialproposal to Andaman and Nicobar Administration for their consideration thereafter.

LNG TERMINAL AT BANGLADESH PROJECT

Your Company has signed a MoU with Petrobangla of Bangladesh for cooperation /collaboration to set up a land based 7.5 MMTPA LNG Receiving Storage and RegasificationTerminal at Kutubdia Island. In continuance of the Memorandum of Understanding (MOU) yourCompany and Petrobangla have also signed a non-binding Heads of Understanding (HoU) on LNGTerminal Use during the recent visit of Hon'ble Prime Minister of Bangladesh to Delhi.

Your Company has initiated pre-project studies such as geotechnical investigations bothfor land and marine area marine studies bathymetry study etc. Also Engineers IndiaLimited has been engaged for preparation of Detailed Feasibility Report (DFR). All theabove studies are currently in progress. After completion of above studies and DFR yourCompany shall submit a commercial proposal along with terms and conditions to Petrobanglafor their consideration.

LNG TERMINAL AT SRI LANKA

Ministry of Petroleum and Natural Gas and Ministry of External Affairs officials are indiscussion with Sri Lankan Authorities for cooperation/collaboration for development ofLNG/NG infrastructure in Sri Lanka. Your Company is looking forward to any positivedevelopment in this regard.

LNG AS AN AUTOMOTIVE FUEL

Having gained extensive experience in LNG handling capabilities the Company is takingsteps to develop a small scale LNG market in the Country.

As a responsible corporate citizen and in a step towards meeting India's commitment atCOP 21 your Company had taken up an initiative to develop the small scale LNG markets inthe Country and has been promoting the environmental friendly "LNG" as a fuel inRoad transportation. With the support from the authorities and Government of India thefirst LNG fuelled bus was introduced in Kerala in the month of November 2016.

Your Company has been in discussions with the Ministry of Road Transport and Highways(MoRTH) for formation of rules for establishing LNG as an automotive fuel. Union

Minister for Road Transport and Highways has announced the approval for usage of LNG asan automotive fuel and final notification in this regard is expected soon. Discussionswith oil marketing companies (OMC's) are underway to have a collaborative approach fordevelopment of the LNG dispensing infrastructure jointly.

LNG AS MARINE FUEL – In relation to water transportation Petronet plans toprovide LNG as marine fuel to LNG powered inland waterway barges especially for NationalWaterway 1.

TRAINING CENTER AT KOCHI

LNG is expanding its footprint as a fuel of choice in the

Indian sub-continent and going forward there will be a huge demand for skilled andtrained manpower in this niche technological area. Therefore your Company is planning toset up a Centre of Excellence in LNG Training at Kochi one of its kind in this part ofthe World to develop a talented and skilled pool of professionals.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has developed adequate internal control systems commensurate to its sizeand business. M/s Ernst & Young as the Company's Internal Auditors conduct regularaudits for various activities. The reports of the Internal Auditors are submitted to theManagement and the Board's Audit Committee at regular intervals. There is a thoroughreview of the adequacy of internal control system periodically.

DETAILS OF JOINT VENTURES / ASSOCIATE COMPANIES

A Solid Cargo Port through a Company named Adani Petronet (Dahej) Port Private Ltd.had commenced its operations in August 2010 at the Dahej Port. Solid Cargo Port Terminalhas facilities to import/export bulk products like coal steel and fertilizer. PLL has a26% equity in this Solid Cargo Company and the balance equity is held by the Adani Group.

PERFORMANCE AND FINANCIAL POSITION OF SOLID CARGO JOINT VENTURE (JV) COMPANY

(`. in Lacs)

Particulars For the year ended 31st March 2017 For the year ended 31st March 2016
Revenue 32516 34091
Profit/ (loss) from continuing operations 6715 5613
Other comprehensive income (656) 144
Total comprehensive income 6059 5757
Company's share of total comprehensive income (26%) 1575 1497

Petronet also owns 3% equity in the vessel MT Aseem which carries LNG from Qatar toDahej under a long term agreement. During the year your Company also took a 26% equitystake in the vessel MT Prachi which is on a long term time charter for the Gorgon volumes.India LNG Transport Co. (No. 4) Pvt. Ltd. (‘ILT4') is joint venture in which theCompany has joint control and a 26% ownership interest. It is one of the Company'sstrategic investments and is primarily engaged in transportation of LNG from GorgonAustralia to Kochi & Dahej terminals through a LNG cargo vessel. The joint venture hasthe principal place of business in Singapore.

The Company has made an investment in the equity of India LNG Transport Co. No.(4) Pvt.Ltd. (ILT4) on 13th February 2017. For the purpose of consolidation the differential ofthe acquisition value and fair value of ILT4 (as on the acquisition date) has beenaccounted as capital reserve. The financial statements of the ILT4 were not available forthe period 13th February 2017 to 31st

March 2017 hence the share of the Company in the profit/ loss of ILT4 for the saidperiod has not been included in the consolidated financial statement as it is not expectedto be material.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

All possible measures have been undertaken successfully by your Company to achieve thedesired objective of energy conservation and technology upgradation. In order to ensureoptimum conservation of energy and absorption of technology your Company's engineers havebeen interacting with industry peers technology providers and EPC Contractors. They havealso been nominated to important national and international seminars. A team has closelyworked with Project Consultant and EPC Contractors in all phases of designing andconstruction of Dahej and Kochi LNG Terminals.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has incurred outgo in foreign exchange to the extent of Rs. 20510.07Crore during the year under review. Foreign exchange earnings during the year were Rs.62.23 Crore.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT – 9 is attached herewith as AnnexureA and is a part of the Board's report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company fully understands its responsibility towards the society and has beenconstantly contributing its bit towards various causes. In its endeavour to be morefocused towards its social goals the Company is developing a more structured approach toenhance access to quality healthcare enrich the lives of people in the ruralcommunities environmental causes and enhance the educational quotient in the Country.

The Company is in the process of finalizing short-term medium-term and long-termstrategy to channelize the resources in a manner so as to derive maximum socioeconomicimpact from targeted approach. In line with its social goals as enumerated above theCompany has already identified several projects in the areas of Healthcare EducationEnvironment River Surface Cleaning Agriculture Swatch Bharat etc. where your

Company will spend the annual CSR budget in a progressive manner.

In terms of provisions of Companies Act 2013 an amount of Rs. 21.60 Crore wasrequired to be utilized on CSR activities. However only Rs. 4.38 Crore was utilized onaccount of CSR activities during the financial year.

The Company has been transitioning and adopting the new CSR policies / guidelines whichhave lead to the lower expenditure. The disclosure as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is attached herewith as Annexure B and form partof Board Report.

Further Petronet LNG Foundation a Company Limited by Guarantee has been incorporatedon 31st March 2017 by Petronet LNG Limited as a promoter of the Company under theprovisions of Section 8 of the Companies Act 2013 and the rules made thereunder.

This Company will facilitate the promoter to comply with its Corporate SocialResponsibility (CSR) under provisions of Section 135 of Companies Act 2013 and rules madethereunder.

DIRECTORS

1. A) Changes in Directors and Key Managerial Personnel

During the period under review following are the changes among the Directors:

Directors Resigned

Name Date of Resignation
Shri Debasis Sen Nominee of 31st August 2016
IOCL
Shri S. Varadarajan of BPCL Nominee 30th September 2016
Mr. Philip Olivier Nominee of 3rd February 2017
GDFI
Mr. Eric Ebelin Nominee of 8th June 2017
GDFI
Shri R.K. Garg 19th July 2017

The Board placed on record its appreciation for the contributions made by Shri DebasisSen Shri S. Varadarajan Mr. Philip Olivier and Mr. Eric Ebelin.

Directors Appointed

Name Date of Appointment
Shri G. K. Satish Nominee of 21st September 2016
IOCL
Shri D. Rajkumar Nominee of 1st October 2016
BPCL
Shri T. Natarajan Nominee of 21st September 2016
GMB/GOG
Mr. Eric Ebelin Nominee of 13th February 2017
GDFI
Shri Subhash Kumar 5th August 2017

2. B) Declaration by Independent Directors

Declaration by all the Independent Director(s) has been obtained stating that they meetthe criteria of independence as provided in sub-section (6) of Section 149 of theCompanies Act 2013.

An Independent Director may hold office for a term up to a period of three years on theBoard of a Company from their respective date of appointment.

3. C) Formal Annual Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance and as well as thatof its Committees and individual Directors including Chairman of the Board. An exerciseis being carried out through a structured evaluation process considering various aspectsof the Board's functioning such as composition of Board and Committees experience andcompetencies performance of specific duties and obligations contribution at the meetingsand otherwise independent judgment governance issues etc. The Company is in process ofadopting all the requirements as stated in SEBI (LODR) Regulations 2015.

4. D) INDEPENDENT DIRECTOR'S MEETING

A meeting of the Independent Directors was held on 22nd March 2017 without theattendance of Non-independent Directors and members of the management. The

Independent Directors reviewed the performance of the Non-independent Directors and theBoard as a whole the performance of the Chairperson of the Company taking into accountthe views of executive Directors and Non-executive Directors and assessed thequality quantity and timeliness of flow of information between the

Company's management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

KEY MANAGERIAL PERSONNEL

Shri Prabhat Singh MD&CEO Shri Subhash Kumar Director (Finance) and Shri K. C.Sharma Company Secretary are the Key Managerial Personnel of the Company in terms ofSection 203 of the Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year five Board Meetings were held on 16th May 2016 8th July 2016 5thSeptember 2016 17th November 2016 and 3th February 2017. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013 and also asper SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee of the Board. The Audit Committeecomprises the following Directors as on 31st March 2017:

1. Shri Arun Kumar Misra Chairman

2. Shri D.K. Sarraf Member

3. Shri Sushil Kumar Gupta Member

All the Members of the Audit Committee are Non-executive Directors and two out of threeMembers namely

Shri Arun Kumar Misra and Shri Sushil Kumar Gupta are Independent Directors. The quorumof the Audit Committee is two Members.

The Chairman of the Audit Committee also attended the last Annual General Meeting ofthe Company.

NOMINATION AND REMUNERATION COMMITTEE

In terms of provisions of Section 178 of Companies Act 2013 as well as the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors has constituted a Nomination and Remuneration Committee. As on 31st March 2017the Nomination and

Remuneration Committee comprises of the following Directors:

1. Shri Arun Kumar Misra Chairman

2. Shri D. K. Sarraf Member

3. Shri Sushil Kumar Gupta Member

All the Members of Nomination and Remuneration

Committee are non-executive Directors and two out of three Members namely Shri ArunKumar Misra and Shri Sushil Kumar Gupta are Independent Directors.

Policy on Whole-time Directors' Appointment and Remuneration

Pursuant to Article no. 109 and 111 of the Articles of Association of the Company theBoard may appoint Managing Director & CEO and other whole-time Directors subject toprovisions of Section 203 and other applicable provisions of the Compnies Act.

The Search Committee as constituted by the Board from time to time finalizes thequalification age experience and other relevant criteria for the position underconsideration and the notification for the vacant position is circulated in advance. Basedon the suitability of the candidates the Search Committee of the Board shortlistscandidates for personal interaction and recommends potential candidates in order of meritto the Nomination and Remuneration Committee which in turn makes its recommendations tothe Board. The final recommendation with suitable compensation and other terms forappointment is then approved by the Board subject to confirmation by the Shareholders inthe General Meeting.

Such appointment is for an initial term not exceeding five years at a time upon suchterms and conditions as approved by the Shareholders.

Compensation Policy

A Compensation Benchmarking Survey is periodically done to assess the competitivenessof total remuneration which is being paid to Directors Key Managerial Personnel andSenior Management.

The outcome of the same is presented before Nomination and Remuneration Committee toassess the reasonableness to attract retain and motivate Directors and other seniormanagerial personnel.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

No loans investment / guarantee have been given by the Company under Section 186 ofthe Companies Act 2013.

Insurance

The Company has taken appropriate insurance for all assets against foreseeable perils.

Significant and Material orders passed by or courts

There are no significant and the Regulators Courts or Tribunals which would impact thegoing concern status and the Company's future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto is disclosed inForm No. AOC -2 attached as Annexure C.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT 2013

Pursuant to provisions of Section 197 of the Companies Act 2013 read with the Rule 5of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the namesand other particulars of employees are set out in Annexure D to the Directors'Report.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report submitted by M/s A. N. Kukreja a Company Secretary inpractice is annexed with the report as Annexure E. Regarding inadequate number ofIndependent Directors as stated in the Secretarial Audit Report it is stated that theCompany is in the process of finding suitable candidates to be appointed as IndependentDirectors and the requisite number of Independent Directors will be appointed shortly.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013

The ratio of remuneration of each Director to the median employees remuneration andsuch other details in terms of Section 197 (12) of Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of Directors'

Report and is attached herewith as Annexure F.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 material orders passed by

During the year ended 31st March 2017 no complaint(s) of Sexual Harassment has beenreceived by the Company.

CORPORATE GOVERNANCE CERTIFICATE

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Report on Corporate Governance together with Auditors' Certificate regardingCompliance of the SEBI Code of Corporate Governance is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report contains a separate section on Management Discussion and Analysiswhich is a part of the Directors' Report.

INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial and smooth relations amongst all its employeesat Dahej and Kochi terminals.

RISK MANAGEMENT POLICY

The Company has laid down policies and procedures to inform the Members of the Boardabout the risk assessment and minimization procedure. A Risk Management

Committee consisting of an Independent Director and all the Whole-time Directorsperiodically reviews the procedures to ensure that Executive Management controls riskthrough properly defined framework. The risk assessment framework encompasses inter-aliamethodology for assessing risks on an ongoing basis risk prioritization risk mitigationmonitoring plan and comprehensive reporting system.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has approved the Vigil Mechanism in terms ofprovisions of Section 177 of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for Directors and employees of the Company toreport to the management concerns about unethical behavior actual or suspected fraud orviolation of the policy. The same has also been hosted on the website of the Company.During the year ended 31st March 2017 no complaint has been received under VigilMechanism.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section

(3) of Section 134 of the Companies Act 2013 Directors hereby confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that

(c) the directors have taken proper and care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

DEPOSITS

During the year your Company did not accept any deposits from the public under Section73 of the Companies Act 2013.

STATUTORY AUDITORS

M/s T. R. Chadha & Co. Chartered Accountants will retire at the ensuing AnnualGeneral Meeting (AGM) of your Company and your Board of Directors has recommendedappointment of M/s T.R. Chaddha Chartered Accountants LLP as the Statutory Auditors forthe financial year 2017-18 subject to the approval of the Members. The appointment willhave to be approved by Ordinary Resolution as required under Section 139 of Companies Act2013.

AUDITORS' REPORT

The Auditors have submitted an unqualified financial year 2016-17.

COST AUDITOR

The Board of Directors has appointed M/s K. L. Jaisingh & Co. Cost Accountants(Regn. No. 00182) as the Cost Auditor of the Company for the Financial Year 2017-18.

The Cost Audit Report for the year 2015-16 has been filed under XBRL mode on 29thSeptember 2016.

ACKNOWLEDGEMENTS

The Board of Directors sincerely thanks and wishes to place on record its appreciationof the Ministry of Petroleum and Natural Gas Government of India State Governments ofGujarat and Kerala Promoters of the Company Engie (erstwhile GDF Suez) RasGas ExxonMobil and other LNG suppliers gas off-takers and consumers of re-gasified LNGAuditors Lenders and the Employees report for the of the Company for their whole-heartedco-operation and unstinted support. The Directors want to express their deep-felt thanksand best wishes to all the

Shareholders for the continued support and the trust they have reposed in theManagement. The Directors look forward to a better future and further growth of yourCompany.

For and on behalf of the Board of Directors

Place : New Delhi (K.D. Tripathi)
Date : 8th August 2017 Chairman