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Indraprastha Gas Ltd.

BSE: 532514 Sector: Others
NSE: IGL ISIN Code: INE203G01027
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OPEN 264.70
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VOLUME 75140
52-Week high 344.20
52-Week low 206.25
P/E 27.07
Mkt Cap.(Rs cr) 18,155
Buy Price 0.00
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Sell Price 0.00
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OPEN 264.70
CLOSE 263.05
VOLUME 75140
52-Week high 344.20
52-Week low 206.25
P/E 27.07
Mkt Cap.(Rs cr) 18,155
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indraprastha Gas Ltd. (IGL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Eighteenth Annual Report and theCompany's audited financial statements for the financial year ended March 312017.

Physical Performance

During the year the Company recorded sales as under:

Figures in Million Standard Cubic Meters (mmscm)

Product For the Year 31 March 2017 For the Year 31 March 2016 % Growth (YoY)
Compressed Natural Gas (CNG) 1268.42 1123.00 13
Piped Natural Gas (PNG) 406.09 342.05 19
Total 1674.51 1465.05 14
Average Sales Per day (mmscmd) 4.59 4.00

Shri E.S. Ranganathan Managing Director Indraprastha Gas Limited and Shri V.Nagarajan Director (Commercial) Indraprastha Gas Limited presenting dividend cheque forFY 2015-16to Shri Najeebjung then Hon'ble Lieutenant Governor of NCT of Delhi inpresence ofsenior IGL officials.

Financial Results

The Company's financial performance for the year ended March 31 2017 is summarisedbelow:

(Rs. in Crores)

Items For the Year 31 March 2017 For the Year 31 March 2016
Net Sales & Other Income 3880.00 3715.68
Profit before Depreciation & Tax 1027.76 794.71
Depreciation 167.07 156.25
Profit before tax 860.69 638.46
Provision for tax 289.62 219.41
Profit after tax 571.07 419.05
Other comprehensive income (0.86) (0.35)
Total comprehensive income 570.21 418.70
Retained Earnings - opening balance 2072.93 1796.95
Add : Profit for the period 571.07 419.05
Profit available for appropriations 2644.00 2216.00
Appropriations:
Dividends including Interim Dividend 133.00 84.00
Corporate dividend tax 27.08 17.10
Transferred to general reserve - 41.62
Other comprehensive income recognised directly in retained earnings (0.86) (0.35)
Retained Earnings - closing balance 2483.06 2072.93

Financial Review

During the year the gross turnover of the Company increased from Rs. 4052.14 Crores in2015-16 to Rs. 4205.43 Crores in 2016-17. The increase of 3.8% in gross turnover despitean increase of 14% in sales volume is mainly on account of reduction in the selling priceof Compressed Natural Gas (CNG) and Piped Natural Gas (PNG)-domestic which was reduced inline with the reduction in the APM prices of input gas which was passed on to thecustomers by reducing the selling price of CNG and PNG-domestic. Further the sellingprice of gas to industrial and commercial customers was reduced on account of reduction inthe price of Term-RLNG during the year.

The Profit after tax (PAT) increased by 36.28% from Rs. 419.05 Crores in 2015-16 to Rs.571.07 Crores in 2016-17.

The Company has prepared the Consolidated Financial Statements also which includes theCompany's share of profit in its Associates combined on a equity method in accordance withInd AS 28 - "Investment in Associates and Joint Ventures". The Consolidated PATduring FY 2016-17 is Rs. 606.34 Crores against Rs. 457.88 Crores in the previous year.

Dividend

Your Directors are pleased to recommend a dividend of 50% (Rs. 5.00 per share) inaddition to the interim dividend of 35% (Rs. 3.50 per share) paid during the FY 2016-17.The proposed dividend including corporate dividend tax would absorb Rs. 84.25 Crores.The outflow of interim dividend including corporate dividend tax was Rs. 58.98 Crores.

Performance Highlights

Compressed Natural Gas Business

During the year your Company further expanded its CNG infrastructure and commissioned81 new CNG Stations (including 78 stations at retail outlets of Oil Marketing Companies)and thereby enhancing its installed compression capacity to 71 Lakhs kg/day in March 2017.

Your Company launched the pilot project to run two wheelers on Compressed Natural Gas(CNG) as part of its endeavour to curb pollution thereby increasing the trust ofcustomers in CNG as a "cleaner fuel".

Your Company has also taken an initiative to promote the use of CNG and attractcustomers during non-peak hours by providing special incentive like discount on theselling price during non-peak hours in the night time. The Company had total 421 CNGstations as on March 31 2017 catering to over 975000 vehicles including 578000private vehicles.

Piped Natural Gas Business

PNG - Domestic Connections

Your Company has increased its steel pipeline network from 707 kms in FY 2015-16 to 778kms in FY 2016-17 and its MDPE network from 9443 kms in FY 2015-16 to 9940 kms in FY2016-17.

During the year your Company provided 60867 PNG connections in Delhi and 45021 PNGconnections in the NCR and the total number of connections went up from 636318 in March2016 to 742206 in March 2017. It is noteworthy that your Company provided 105888domestic PNG connections in Financial Year 2016-17 which is the best performance of theCompany. The increase in customer base from networked areas / colonies was achieved withthe help of aggressive multi-media marketing and publicity drive. The use of innovativestreet level marketing combined with print and popular FM channels enabled your Companyto tap additional customers from areas which were considered

Dr. Ashutosh Karnatak Director (Projects) GAIL (India) Ltd. Shri E.S. RanganathanManaging Director Indraprastha Gas Limited at the handing over Ceremony of Desu-Marutiand Desu-Bahadurgarh (upto SV- 3) pipeline to Indraprastha Gas Limited. no saturated. Anincreased customer base demands an infusion of information technology for more efficientoperations. The conventional methods of data storage and documentation are in the processof replacement with modern IT tools. Your Company has successfully completed the testingphase of field mobility technology to replace convenient method of paper documentation atthe time of new connections and visit at customer premises for operation & maintenanceactivities. These modules have helped to infuse information technology in all its customeroperations to bring better efficiency by sharing real time information within IGL andwith our customers.

Your Company has increased its focus on 24 X 7 customer care centre for customerquery/complaints redressal and additional call centre has also started for reducing thewaiting time. The grievances are being monitored through CRM system and efforts are madeto provide the resolution within defined timelines.

To enhance payment collection mode your Company has started accepting payments throughvarious options like E-Wallets NEFT QR Codes Debit Card / Credit Card Net Banking etc.Collection of smart meter reading is carried out through customized mobile applicationwherein photograph of meter installed at customer location is captured for improvingbilling accuracy. Your Company is also in process of improving the existing smart meterreading application with enhanced features. Apart from this your Company is in process ofintroducing unique concepts like spot billing self-billing AMR prepaid meters etc. toenhance further customer satisfaction.

Mobile application "IGL CONNECT" has been launched to enhance customerinterface. The customer can download the app and can avail host of online facilities likechange in profile submit meter reading view last invoices make payments lodge arequest etc. The mobile application is being upgraded with new features.

PNG - Commercial & Industrial

PNG is gradually emerging as the key energy source for industrial and commercial usersoffering immense opportunities for growth. Your Company has plans to exploit significantdemand potential for gas from industrial and commercial consumers in Delhi and NCR -Gautam Budh Nagar (Noida Greater Noida) and Ghaziabad.

During the financial year 2016-17 your Company maintained its focus on the Industrial& Commercial segment as one of the potential growth areas in the forthcoming years. Inspite of stiff competition from alternate fuels prices like Furnace oil (FO)/ Diesel/LPG which have come down drastically due to lower crude prices there was a growth ofaround 8% under industrial and around 6% under commercial segment in sales volume duringfinancial year 2016-17. In terms of number of customers industrial customers increasedfrom 821 in March 2016 to 962 in March 2017 and commercial customers increased from 1811in March 2016 to 1908 in March 2017.

In addition industrial and commercial segments in NCR towns of Noida Greater Noidaand Ghaziabad offer huge potential in the next few years as PNG network is still beinglaid in few belts in these areas and many such units are still to be connected.

Your Company has already expanded its pipeline network to most of the major industrialareas of Delhi and the NCR i.e. Gautam Budh Nagar (Noida Greater Noida) and Ghaziabad.Pipeline laying activities are underway in the remaining industrial areas in the NCR.

Associate Companies

Central U.P. Gas Limited (CUGL)

CUGL is engaged in City Gas Distribution in the cities of Kanpur Bareilly Jhansi andUnnao in Uttar Pradesh. Your Company holds 50% of the paid-up equity share capital ofCUGL.

CUGL achieved a gross turnover of Rs. 240.52 Crores and profit after tax of Rs. 48.37Crores for the financial year ended March 31 2017.

Maharashtra Natural Gas Limited (MNGL)

MNGL is in City Gas Distribution business in Pune Pimpri Chinchwad Chakan Talegaonand Hinjewadi in the State of Maharashtra. Your Company holds 50% of paid-up equity sharecapital of MNGL.

MNGL achieved a gross turnover of Rs. 531.16 Crores and profit after tax of Rs. 76.29Crores for the financial year ended March 31 2017.

The statement containing the salient features of the financial statement of Company'sAssociates pursuant to the first proviso to sub-section (3) of Section 129 is appended asAnnexure 1 to this Report.

Future Outlook

The Company has been expanding its area of operations in new geographical areas.

During the financial year 2016-17 your Company got authorization through biddingprocess from PNGRB for development of CGD network in the geographical area of

Shri E.S. Ranganathan Managing Director Indraprastha Gas Limited inaugurating thepilot run of CNG supplies at Rewari district of Haryana in the presence of Shri V.Nagarajan Director (Commercial) and senior IGL officials.

Rewari in Haryana. The Company has already started sale of gas in this area. The salesvolume in this area would increase gradually with the rollout of increased infrastructure.

Recently your Company has received permission as of now from Director of Industries& Commerce Haryana to lay CGD network in Gurugram in the area lying between west sideof Sohna Road and National Highway-8 of Gurugram. The entry of your Company in Gurugramoffers vast potential of business growth. However the matter of authorization for citiesof Gurugram and Faridabad is sub judice in Hon'ble Supreme Court of India for finaldisposal.

Your Company has also participated in the bidding process of PNGRB for the geographicalareas of Karnal Ambala & Kurukshetra District and Bulandshar (part district).

Besides new geographies your Company has been expanding its infrastructure in existingareas to consolidate its position for increased sales volume growth.

Your Company has earmarked Rs. 600 Crores for the FY 2017-18 for capital expenditure.

During the year FY 2016-17 your Company entered into collaboration with a renownedmarket player in Iran to introduce retrofittment of CNG kit in the 2-wheelers segment. TheCompany has completed the pilot project of installation of CNG kit in 2-wheelerssuccessfully. Your Company has plans to carry forward this project further in a phasedmanner.

It is also expected that in order to further strengthen the Public Transport system inDelhi the Government of NCT of Delhi has an aggressive plan to introduce additionalbuses which would add volume to sales growth.

It is also expected that the price differential of CNG versus alternate liquid fuelwill continue to drive the conversion of petrol driven private vehicles to CNG mode. Theintroduction of more CNG variant models by car manufacturers would further add to CNGvolumes.

MoP&NG has given target of 3 lacs connections to the Company for FY 2017-18. TheCompany is working aggressively to meet the target. The Company has targeted defence areasto provide PNG Connections which would provide good number of PNG connections and help inachieving targets.

Your Company has innovative plans to expand its PNG customer base as a part of missionof expanding PNG launched by the Ministry of Petroleum & Natural Gas Government ofIndia. Expanding PNG connectivity into newly constructed housing units in Gautam BudhNagar by builders / government will be given priority to register ambitious growth. Thoughthere has been a slack in demand for new residential units which is a cause for concernin the short term it is expected that FY 2017 -18 will witness some surge in demand fromprospective buyers of properties. This demand recovery will enable your Company to pushfor aggressive targets for PNG connections in new residential projects. New high volumeindustrial & commercial customers will continue to be the target for achieving highergrowth by your Company.

The landscape of CGD sector particularly in Delhi and NCR is changing quite rapidly ina dynamic environment with evolving regulatory regime and rising customer's expectations.There has been a growing concern on the pollution levels in Delhi and NCR in the pastmonths due to which various landmark judgments have been made by Judiciary & StatutoryAuthorities. Various Statutory Authorities like Environment Pollution Control Authority(EPCA) Centre for Science & Environment (CSE) Delhi Pollution Control Committee(DPCC) & Uttar Pradesh Pollution Control Board (UPPCB) are working in a synchronizedmanner to curb the air pollution levels further in Delhi and NCR wherein one suchproposed initiative is to ban use of Furnace Oil (FO) and Petcoke by industries in Delhiand NCR.

In this regard your Company has made plans to take advantage of the recentopportunities under industrial segment in NCT of Delhi which can witness improvement inPNG volumes. Endeavours will be made to realize full market potential by tapping gasvolumes from industries which will come up after notification to ban use of Furnace Oil(FO) and Petcoke in NCT of Delhi and NCR.

Shri B.C. Tripathi Chairman & Managing Director GAIL (India) Ltd. and Shri E.S.Ranganathan Managing Director Indraprastha Gas Limited flagging off second fleet of CNGrun two wheelers (as part of the pilot drive) in the presence of senior officials from IGLand GAIL.

Indraprastha Gas Limited observed International Yoga Day on 21st June 2017.

Corporate Strategy

The Company has initiated a comprehensive internal exercise to analyse evolvingbusiness environment and technological changes that can affect future business of yourCompany. Various options for growth and diversification are being considered to ensuresustained long term growth for its stakeholders. It will be a continuing exercise underits Corporate Strategy Department.

Information Technology

Your Company being leader amongst major CGD companies in India is committed toestablish the latest technology driven IT landscape to render world class customer centricapplications and facilitate 'ease of doing business'.

Your Company has launched "IGL Connect" a user-friendly and feature-richmobile app for CNG and PNG users with simplicity of design user interface and security.The app enables PNG customers to view billing and payment history lodge complaints trackstatus of service request and complaints share feedback update mobile and phone numbersubmit meter reading and make online payments etc. Facility of 'INSTAPAYMENT' option isalso available on IGL website as an option of online payment. PNG customers can now uploadtheir documents online which has provided convenience to them for applying new connection.For the convenience of CNG customers the app also includes details of CNG testingcentres Kit suppliers and useful information about CNG vehicle care benefits of usingCNG and 'savings calculator' etc. CNG customers can also search for CNG stations on themap or in a particular area using this app.

In order to facilitate customers visiting the walk-in-centres and to efficiently renderservices to them your Company has developed "Queue Management System" throughwhich customers shall be issued system generated tokens for assigning free counter as perthe service selected by the customer. The system data may be later used for analytics forcategorization of issues and resolution time taken against them. Your Company hasintroduced various schemes and discount offers for the benefit of PNG billing customerswhich are mapped in ERP system viz. EMI option on security deposit amount for newconnection request Rs. 100 discount on first bill for e-bill subscription etc.

Besides your Company is continuously evolving and innovating upon optimizing thebilling process in ERP system through working on self-billing option which shall be soonavailable to PNG customers. Your Company has also extended its existing SAP ERP and othercustomer centric applications viz. CRM etc. for enabling business in newly

Shri V. Nagarajan Director (Commercial) Indraprastha Gas Limited during the trainingprogramme on 'Managing Customer Service Excellence'.

acquired 'Rewari' area in Haryana. You Company has already aligned its systems andprocesses to adapt and ready for GST regime wherein all the necessary changes have beenincorporated in the ERP landscape.

Your Company is also committed towards ensuring convenience to employees andoptimization of daily operations through applications like "File trackingsystem" for ensuring timely processing of approval documents "Bill watchsystem" to keep track of vendor invoices etc. Many other employee related apps havebeen planned for helping them to perform their regular task efficiently and conveniently.

Human Resources

The Company realizes that the challenges of the future can be best met with competentand motivated human resources. Your Company is taking various HR initiatives to add valueto its pool of human talent and integration of individual goals with that of Company. TheCompany reviews from time to time compensation packages and other policies/facilities ofits employees to make them more competitive and aligned with industry practices.

Learning and development of employees forms an integral part of the Company's policytowards accomplishing organizational goal. Mentor-mentee mechanism for new employees andtown hall meetings have been introduced.

During the year your Company also participated in Delhi Half Marathon and organisedInternational Yoga Day Stress Management Workshop Brahmakumaris Workshop to take care ofemployees health & fitness.

During the year the Company inducted various young professionals at entry level toinfuse talent in the professional arena. Your Company has maintained a harmonious andcordial relation among its employees and appreciates the contribution of all employees inits growth path.

Health Safety and Environment (HSE)

Safety is accorded top most priority by your Company and has focused its continualefforts to maintain a good safety culture and to improve Fire and Safety standards in itsbusiness areas.

This is a matter of pride that your Company has crossed 106 Million Man Hours accidentfree till 31st March 2017. This milestone achievement is a result from continuous effortsof all the individuals working directly and indirectly for your Company. The Company hasbeen conferred Safety Innovation Award by Institute of Engineers and Certificate ofAppreciation from National Safety Council to recognize the excellence in the field of Fire& Safety management during FY 2016-17.

Safety inspections of CNG vehicles are done periodically on random basis to checkcompliances of safety standards and 10 to prevent unsafe conditions arising out of gasleakage from the CNG kits. For Safety of CNG vehicles free safety clinics areperiodically organized where inspection of CNG kits and fittings is undertaken.

Training is regularly imparted to the employees contract staff at CNG stations DTCdrivers and consumers of CNG and PNG. To create safety awareness and to impart training toall category of consumers a dedicated group of trainers with fully equipped training vanis deployed which conducts safety clinics alongwith practical demonstration.

Emergency Control Centres (ECC) established at strategic locations across Delhi &NCR are manned round the clock to respond fast to any gas leak or emergency situation.Mock drills are carried out regularly to check preparedness to handle emergencies.

In line with Company's HSE policy Safety Audits and other statutory compliances aredone to ensure safety at all facets of operations.

Corporate Social Responsibility

Your Company is fully conscious of its Corporate Social Responsibility. In addition tocarrying forward various CSR projects started in the earlier year many new ones wereinitiated in FY 2016-17.

Your Company has been supporting meritorious students from under-privileged strata ofsociety for specialized coaching for engineering entrance examination through a schemerun by an NGO for the last seven years. It is again a matter of satisfaction that in FY2016-17 all the eighteen students sponsored by your Company have qualified JEE (Main)2017 examination for admission in top engineering colleges and 11 have qualified JEE(Advanced) 2017 examination.

Your Company realizes that good health is paramount to ensure safety on the roads.Therefore your Company is carrying forward 'IGL Swasth Saarthi' - a comprehensive healthmanagement programme for auto and taxi drivers in Delhi and NCR wherein a series ofcomprehensive Health check-up camps and Non Communicable Diseases (NCD) camps are beingorganized at various CNG stations through a leading hospital.

In addition to carrying forward the funding of the training programme for auto and taxidrivers being organized by Transport Department the Government of NCT of Delhi on GenderSensitization and Skill Management your Company has extended the scope of its funding toinclude the training of auto and taxi drivers of Noida and Ghaziabad. A group accidentinsurance cover is being provided to 3.25 lakhs drivers of CNG run public transport in theregion under 'IGL Suraksha Yojna'.

Your Company is also laying emphasis on initiatives aimed at empowerment of womenespecially young girls. Self-defence training has been provided to girl students ofgovernment schools through an NGO. Special training on sewing machine operatorship hasbeen provided to rural women in Greater Noida to empower them to earn on their own.

Considering the ever growing demand for skilled manpower across sectors as a result of'Make in India' programme your Company is contributing towards Skill Developmentprogrammes for unemployed youth in the fields of gas plumbing and welding by providingtechnical oriented quality training. Your Company has set up a Gas Plumbing TrainingCentre in a government run ITI and is running a special module for students fromgovernment run ITIs to provide them specialised skills related to gas plumbing.

Your Company is one of the stakeholders of Road Safety Cell of Delhi Traffic Police andactively supports all Road Safety Campaigns of Delhi Traffic Police.

The Annual Report on CSR activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is appended as Annexure 2 to this report.

The Company has received following awards for its CSR activities:

• Award in the Category of "Innovations in Corporate Social ResponsibilityPractices" at ABP News - CSR Leadership Awards organized by World CSR Day.

• Award in the Category of "CSR/ Environment Protection andConservation" at India Pride Awards organized by Dainik Bhaskar Group.

• CSR Community Initiative Award for its Gender Sensitization Programme at CSRLeadership Summit & Awards 2017.

Directors Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies

Act 2013 your Directors hereby confirm that:

i. In the preparation of Annual Accounts for the financial year ended March 31 2017the applicable accounting standards have been followed;

ii. they have selected such accounting policies and applied them consistently exceptwhere otherwise stated in the Notes to Accounts and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for that period;

Shri Dharmendra Pradhan Hon'ble Minister of state I/C (P&NG) Smt. MeenakshiLekhi Hon'ble Member of Parliament Shri B C Tripathi Chairman & Managing DirectorGAIL (India) Ltd. and Shri E.S. Ranganathan ; Managing Director IGL inaugurating theMega Health Camp for Auto Bus & Taxi drivers during inauguration function of SwasthSaarthi Abhiyan.

iii. They have taken proper and sufficient care 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;

iv. They have prepared the Annual Accounts for the Financial Year ended March 312017on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Directors

Shri S. Ramesh nominee of Bharat Petroleum Corporation Limited (BPCL) was appointedas the Chairman of the Board in place of Shri M. Ravindran w.e.f. January 14 2017.

Shri Manoj Jain nominee of Gail (India) Limited (GAIL) was appointed as an AdditionalDirector of the Company w.e.f.

January 18 2017. Shri I. S. Rao ceased to be a director w.e.f.

January 14 2017.

Shri Sandeep Kumar nominee of Govt. of NCT of Delhi was appointed as an AdditionalDirector of the Company w.e.f. October 1 2016.

Shri Vikram Dev Dutt nominee of Govt. of NCT of Delhi was appointed as an AdditionalDirector of the Company in place of Shri Sandeep Kumar w.e.f. December 28 2016.

Smt. Varsha Joshi nominee of Govt. of NCT of Delhi was appointed as an AdditionalDirector of the Company in place of Shri Vikram Dev Dutt w.e.f. June 12017.

The shareholders of the Company at 17th Annual General Meeting had appointed Shri E.S.Ranganathan Managing Director of the Company w.e.f. June 12016 to May 31 2019.

The Board takes this opportunity to place on record its appreciation for valuablecontribution made by Shri M. Ravindran Shri I. S. Rao Shri Sandeep Kumar and Shri VikramDev Dutt during their tenure as the Directors of the Company.

Shri S. S. Rao Prof. V. Ranganathan and Shri Santosh Kumar Bajpai IndependentDirectors were appointed for a period of three years during their first term which isending on September 11 2017.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as provided under section 149(6) ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as the "Listing Regulations").

The details of programmes for familiarization of Independent Directors with the Companyare put up on the website of the Company:-

(http://www.iglonline.net//english/5000_media/Investor_Relations/Familiarization-Programmes-for-Independent- Directors.pdf).

The Nomination & Remuneration Committee considers various criteria such as agequalification expertise diversity in composition of Board and likely contribution to theCompany while recommending the name of the Independent Directors.

The Board of Directors carried out the evaluation of every Director committees ofBoard and the Board as a whole based on the laid down criteria of performance evaluation.

Corporate Governance

As per the requirements of the Listing Regulations a detailed Report on CorporateGovernance and a certificate regarding compliance of conditions of Corporate Governanceare annexed as part of the Annual Report.

Business Responsibility Report

As per the requirements of the Listing Regulations a detailed Report on BusinessResponsibility is annexed as part of the Annual Report.

Deposits

During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

Particulars of Loans Guarantees or Investments

During the year 2016-17 your Company has not granted loans nor given guarantee normade any investments.

Amount Which the Company Proposes to Carry to any Reserves if any

For the year 2016-17 your Company has not transferred any amount to the generalreserve of the Company.

Number of Meetings of the Board and Audit Committee

The details of the number of meetings of the Board and Audit Committee held during thefinancial year ended March 31 2017 and composition of Audit Committee are given inCorporate Governance Report.

Related Party Transactions

Policy on materiality of Related Party Transactions and on dealing with Related PartyTransactions has been disclosed on the website of the Company at:- http://www.iglonline.net/english/5000_media/About_us/ Related-Party-Policy.pdf.

During the financial year 2016-17 your Company has not entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014.

However your Company has entered into transactions with parties which fall in thedefinition of "Related Parties" defined under Listing Regulations. Details oftransactions with related parties are being disclosed separately in the Annual Report andsince transactions in two contracts with GAIL qualify as material transactions the sameare being placed for shareholders' approval in the ensuing Annual General Meeting (AGM).

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder your Company hasconstituted Internal Complaints Committee (ICC). During the financial year 2016-17 nocomplaint with allegation of sexual harassment was received by the Company.

Risk Management and Internal Financial Control Adequacy

Your Company has Risk Management System in place including The Risk Policy &identification of the Risks which are reviewed periodically.

Your Company has laid down a set of standards processes and structure for internalfinancial control across the organization and ensures that the same are adequate andoperating effectively.

Vigil Mechanism

The Company has a Whistle Blower Policy as part of the vigil mechanism which providesa platform to the employees directors vendors and suppliers of the Company to comeforward and raise their genuine concerns without any fear

of retaliation and victimization. The Company has engaged an independent third partyservice provider to manage the operations of the whistle-blower hotline. The details ofthe Whistle Blower Policy are available on the website of the Company www.iglonline.net .Besides whistle Blower Policy the Company has also framed vigil mechanism under which thestakeholders can lodge their complaints to Chief Ethics Officer of the Company.

Statutory Auditors

In exercise of powers conferred by Section 139 of the Companies Act 2013 theComptroller and Auditor General of India(CAG) vide its letter dated July 09 2017 hasappointed M/s Walker Chandiok & Co LLP Chartered Accountants as Statutory Auditors ofthe Company for the financial Year 2017-18.

The Notes on financial statements referred to in the Auditors' Report for FY 2016-17 ofM/s Walker Chandiok & Co Chartered Accountants are self-explanatory and do not callfor any further comments.

Review and Comments of CAG on Standalone and Consolidated financial statements for theFinancial Year ending 2016-17 form part of financial statements of the Company.

Cost Auditors

Your Company had appointed M/s. Chandra Wadhwa & Co. New Delhi as Cost Auditorsfor the financial year 2016-17.

As per Section 148 read with Companies (Audit & Auditors) Rules 2014 and otherapplicable provisions if any of the Companies Act 2013 the Board of Directors of yourCompany has re-appointed M/s. Chandra Wadhwa & Co. New Delhi Cost Accountants asthe Cost Auditors of the Company for the financial year 2017-18. The remuneration proposedto be paid to the Cost Auditors is subject to the ratification by the members at theensuing Annual General Meeting of the Company.

Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 your Company had appointed M/s V.K.Sharma & Co. Practicing Company Secretaries Noida as its Secretarial Auditors toconduct the Secretarial Audit of the Company for the financial year 2016-17. The Report ofSecretarial Auditor for the financial year 2016-17 is appended as Annexure 3 to thisreport.

Disclosures Regarding Remuneration

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) and 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure4 to this report.

Extract of Annual Return

Extract of Annual Return of the Company is appended as Annexure 5 to this report.

Conservation of Energy and Technology Absorption Foreign Exchange Earnings and Outgo

The information in accordance with the provisions of Section 134 (3) (m) of theCompanies Act 2013 read with Rule (8) (3) of the Companies (Accounts) Rules 2014 isappended as Annexure 6 to this report.

Acknowledgements

Your Directors express their gratitude to the Ministry of Petroleum & Natural GasState Governments of NCT of Delhi Uttar Pradesh & Haryana Petroleum and Natural GasRegulatory Board and Promoter Companies (GAIL & BPCL) for their continuous patronage& support throughout the year.

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

The Directors also acknowledge the support of all Statutory & Local AuthoritiesBankers Media Station Operators & their employees contractors vendors andsuppliers.

The Directors place on record their deep appreciation towards IGL's valued customersfor their continued cooperation & support and look forward to the continuance of thisrelationship in future also.

The Directors wish to express their gratitude to all the shareholders for theircontinued trust and support.

The Directors also sincerely acknowledge the contributions made by all the employees ofIGL for their dedicated services to the Company.

For and on behalf of Board of Directors

Sd/- Sd/-
V. Nagarajan E. S. Ranganathan
Director (Commercial) Managing Director
Place : New Delhi
Date : August 11 2017