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Indraprastha Gas Ltd.

BSE: 532514 Sector: Others
NSE: IGL ISIN Code: INE203G01027
BSE 00:00 | 03 Apr 406.60 15.40
(3.94%)
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387.40

HIGH

409.15

LOW

382.80

NSE 00:00 | 03 Apr 406.70 16.15
(4.14%)
OPEN

383.20

HIGH

409.95

LOW

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OPEN 387.40
PREVIOUS CLOSE 391.20
VOLUME 91209
52-Week high 534.40
52-Week low 284.55
P/E 25.67
Mkt Cap.(Rs cr) 28,462
Buy Price 401.00
Buy Qty 3.00
Sell Price 405.00
Sell Qty 40.00
OPEN 387.40
CLOSE 391.20
VOLUME 91209
52-Week high 534.40
52-Week low 284.55
P/E 25.67
Mkt Cap.(Rs cr) 28,462
Buy Price 401.00
Buy Qty 3.00
Sell Price 405.00
Sell Qty 40.00

Indraprastha Gas Ltd. (IGL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Twentieth Annual Report and theCompany's audited financial statements for the Financial Year ended March 31 2019.

Physical Performance

During the year the Company recorded sales as under:

Figures in Million Standard Cubic Meters (mmscm)

Product For the Year 31 March 2019 For the Year 31 March 2018

% Growth (YoY)

Compressed Natural Gas (CNG) 1602.81 1412.66 13
Piped Natural Gas (PNG) 552.52 478.51 15
Total 2155.33 1891.17 14
Average Sales / per day (mmscmd) 5.91 5.18

Shri Dharmendra Pradhan Hon'ble Union Minister for Petroleum & Natural Gas andSteel launching the Digital Customer Initiatives of Indraprastha Gas Limited in thepresence of Shri B.C. Tripathi then Chairman & Managing Director GAIL (India)Limited; Shri Satpal Garg Member Petroleum and Natural Gas Regulatory Board (PNGRB) andShri E.S. Ranganathan Managing Director Indraprastha Gas Limited.

Financial Results

The Company's financial performance for the year ended March 31 2019 is summarisedbelow:

Items For the Year 31 March 2019 For the Year 31 March 2018
Net Sales & Other Income 5910.99 4635.52
Profit before Depreciation & Tax 1401.08 1213.78
Depreciation 201.07 181.29
Profit before tax 1200.01 1032.49
Provision for tax 413.34 361.72
Profit after tax 786.67 670.77
Other comprehensive income (0.94) (0.18)
Total comprehensive income 785.73 670.59
Retained Earnings – opening balance 3069.40 2483.06
Add : Profit for the period 786.67 670.77
Profit available for appropriations 3856.07 3153.83
Appropriations:
Dividends including Interim Dividend 140.00 70.00
Corporate dividend tax 28.78 14.25
Transferred to general reserve - -
Other comprehensive income recognised directly in retained earnings (0.94) (0.18)
Retained Earnings – closing balance 3686.35 3069.40

Financial Reviews

During the year the gross turnover of the Company increased from Rs. 4993.78 Crores in2017-18 to Rs. 6336.66 Crores in 2018-19 showing an increase of 26.89%.

Shri B.C. Tripathi then Chairman & Managing Director GAIL (India) Limitedinaugurating CGD pavilion at PETROTECH 2019 in the presence of Shri Gajendra SinghDirector (Marketing) GAIL (India) Limited & Chairman Indraprastha Gas Limited; ShriE.S. Ranganathan Managing Director Indraprastha Gas Limited; and senior officials fromGAIL and IGL.

The Profit After Tax (PAT) increased by 17.28% from Rs. 670.77 Crores in 2017-18to Rs. 786.67 Crores in 2018-19.

The Company has prepared the Consolidated Financial Statements also which includes theCompany's share of profit in its Associates combined on an equity method in accordancewith IndAS 28 - "Investment in Associates and Joint Ventures". The consolidatedPAT during FY 2018-19 is Rs. 842.10 Crores against Rs. 721.72 Crores in the previous year.

Dividend

Your Directors are pleased to recommend a dividend of 120% (Rs. 2.40 per share). Theproposed dividend including corporate dividend tax would absorb Rs. 202.53 Crores.

The Company has Dividend Distribution Policy in terms of the requirement of SEBI(Listing Obligations Disclosure Requirements) Regulations 2015. The Policy is availableon the website of the Company under the weblink: https://www.iglonline.net/5000_media/Dividend-Distribution-Policy.pdf

Performance Highlights

Compressed Natural Gas Business

During the year your Company showed growth in CNG business in double digit i.e.13%besides augmenting its CNG infrastructure in Delhi and NCR. The Company achieved a newmilestone by setting up 500th CNG station in FY 2018-19. The Company was catering to 10.7Lakhs vehicles including 7.4 Lakhs private cars in Delhi & NCR.

The Company has started setting up of CNG stations under Dealer Owned Dealer Operated(DODO) model considering the constraint of land availability from government land owningagencies. This would facilitate increase in number of CNG stations to provide comfortablefuelling experience to its customers.

The Company had introduced prepaid card for its CNG customers in order to promotedigital payments. Till now more than 70000 cards are under circulation catering to100000 vehicles. The Company has tied up with taxi aggregator companies like Meru Burdycab Yorker cab etc. to further promote the pre-paid cards.

Company has conducted joint promotion activities with Ford and Hyundai at the CNGstations. Due to constant follow up with the car manufacturers they have launched Companyfitted CNG variants which are becoming very popular among the customers and thus boostingthe sales of CNG.

Piped Natural Gas Business

PNG - Domestic Connections

PNG continued to be focus area of the Company during FY 2018-19. Total more than2.10 Lakh new connections were provided which is the highest number of connections in asingle financial year in the history of the Company. In order to create the PNG awarenessfurther amongst target customers a successful integrated campaign was run during theyear.

Your Company increased its steel pipeline network from 919 kms in FY 2017-18 to 1006kms in FY 2018-19 and its MDPE network from 10754 kms to 12022 kms in FY 2018-19.

The Company has taken many new initiatives like digital marketing 360-degree PNGpublicity drive and introduction of attractive customer schemes such as lucky drawone-time special discount EMI etc. to increase the PNG customer base.

Company is also making concentrated efforts to reach congested areas which could not betapped earlier due to technical constraints/challenges. During the year your Companystarted the supply of domestic PNG in Defence establishment which has opened another doorto increase the PNG customer base.

Your Company has customer centric approach and believes in providing best qualityservices to its customers. During the year the Company strengthened its CustomerRelationship Management (CRM) and other IT applications to provide better services to itscustomers. Special focus has been made to strengthen the meter reading & billingprocess which has led to the enhanced customer satisfaction.

The Company had total 11.02 Lakh connections in Delhi & NCR as on March 31 2019.

PNG – Commercial & Industrial

During the financial year your Company continued its thrust on the Commercial &Industrial segment which is one of the potential growth areas in the coming years. YourCompany achieved a growth of around 27% in sales volume in Industrial segment & around13% in Commercial segment during Financial Year 2018-19. In terms of number of customersthe industrial customer base increased from 1224 in March 2018 to 1770 in March 2019 andCommercial customer base increased from 2205 in March 2018 to 2506 in March 2019.

In Delhi Delhi Pollution Control Committee (DPCC) has banned all other industrialfuels except PNG and has advised all industrial customers (wherever PNG is available) toswitch over to PNG. Your Company has efficiently co-ordinated to implement the mandategiven by DPCC by facilitating industrial customers for smooth switchover to PNG supply. Inorder to curb down air-pollution levels and to increase natural gas volumes your Companyhas targeted diesel Genset segment wherein PNG would replace use of diesel in Gensets.Similarly with the ban of Furnace Oil (FO) and Petcoke in NCR by Hon'ble Supreme CourtPNG is emerging as the key energy source for Commercial & Industrial users offeringimmense opportunities for growth.

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. 328.03 Crores and Profit After Tax of Rs. 52.11Crores for the financial year ended March 31 2019.

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. 909.84 Crores and Profit After Tax of Rs. 142.65Crores for the financial year ended March 31 2019.

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

Future Outlook

Your Company has been looking for organic as well as inorganic growth as part of itscorporate strategy.

The Company has been expanding its business in existing areas of operations as well asentering into new geographical areas.

Sadhvi Niranjan Jyoti then Hon'ble Union Minister of State for Food ProcessingIndustries and Member of Parliament from Fatehpur announcing laying of CGD infrastructureby IGL in Fatehpur Hamirpur & uncovered parts of Kanpur in the presence of Shri E.S.Ranganathan Managing Director Indraprastha Gas Limited; senior officials from districtadministration and media persons.

In recent past the Company has received authorizations from PNGRB for development ofCGD network in the three new Geographical Areas viz. Kanpur (except areas alreadyauthorized) Hamirpur & Fatehpur districts Kaithal district and Ajmer Pali &Rajsamand districts in the 10th round of bidding.

Dr. Priyanka Soni IAS Deputy Commissioner Kaithal announcing laying of CGDinfrastructure by IGL in Kaithal in the presence of Shri Satpal Garg Member Petroleumand Natural Gas Regulatory Board (PNGRB); Shri E.S. Ranganathan Managing DirectorIndraprastha Gas Limited senior officials from IGL district administration and mediapersons.

The Company was also permitted to takeover the CGD Activities in entire Gurugramdistrict from Haryana City Gas Distribution Pvt. Ltd. The valuation process is sub-judicein the Hon'ble Supreme Court of India and the outcome is expected in the near future.

In the existing areas there are growth drivers which shall increase the sales volumein all segments of Company's business.

It is expected that price differential of CNG and liquid fuel will continue to drivethe conversion of petrol driven private vehicles to CNG mode. DTC has plans to add 1000new CNG buses which would add to CNG sales of the Company. With the spread of CNG in newgeographical areas car manufacturers are coming out with new CNG variants cars.

In PNG segment also the Company is working aggressively to meet the target given byMoPNG.

In the coming years it is expected that other state pollution control boards mainly inNCR would also mandate use of PNG by Industrial Customers in line with DPCC directionthereby giving further boost to Natural Gas volumes.

The Company is also looking for expanding its operation through merger or acquisitionof stakes in other CGD Companies in the country.

Your Company has also entered into various Memorandum of Understandings (MoUs) withvarious parties for setting up of LNG/LCNG stations conversion of diesel gensets into gasgensets and providing charging facilities for electrical vehicles at CNG stations. Allthese initiatives would add to the future growth of the Company.

The Company has earmarked Rs. 1170 Crores for FY 2019-20 for capital expenditure.

Information Technology

Your Company has remained committed towards keeping customer services on priority anddelivering world class services to its customers through latest technology enabled serviceplatform and IT infrastructure. Your Company has added a plethora of service options inthe existing customer app – IGL CONNECT with a new and refreshing user interfaceadvanced features including refer & win scheme and self-billing facility etc. toensures hassle free and convenient billing and also reducing the manual efforts of meterreader. Your Company has also introduced spot billing facility to optimize the meterreading and billing process conveniently and concurrently on the spot at customer'slocation by meter reader.

Your Company has introduced prepaid meters which has not only ensured hassle freebilling of customers but also enabled convenient revenue collection. The Company haslaunched prepaid meter based billing for all the new geographical areas recently awardedto IGL in 9th and 10th round CGD bidding. Your Company has also performed integrationthrough NIC to carry out automatic transfer of ownership of PNG connection during propertyregistration at the revenue department (Delhi Govt.).

In the CNG segment your Company has explored ways to overcome problem of long queuesat CNG station and went ahead with implementing an app based CNG queue managementsolution which is available to customers on IGL CONNECT App. Customers can not onlyutilize this app for locating nearest CNG station but can also choose the station withminimum waiting time which is displayed against each of these stations. Your Company hasdeveloped new IGL Safety Work Permit system (IGL-SWP) app for Fire & Safety (F&S)department to automate the process of issuing work permits to carry out activitiesrequiring clearance from F&S.

In order to provide more and better means of connecting with IGL customers the Companyhas extended another medium to reach customer complaints on social media by introducing"Social CRM" through which customer can conveniently reach IGL for theircomplaints requests grievances and suggestions.

The Company has strengthened its core IT infrastructure which includes implementingCISCO's DNS solution as a measure of strengthening web security. Your Company has alsomigrated its existing disaster location site from tier-3 data centre in Pune to CtrlS datacentre in Bangalore which is tier 4 data centre along with conducting a successful datarecovery drill.

Your Company has also enhanced and extended the existing

IGL intranet on new platform as "IGLOO" with new look and informative contentincluding various links to other services including web based service desk and assetmanagement software CRM Employee self service etc.

Human Resources

The Company realizes that the challenges of the future can be best met with competentand motivated human resources. The Company is taking various HR initiatives to add valueto its pool of human talent and integration of individual goals with that of Company.Company is reviewing HR and Employee related Policies/benefits for its employees to makethem more competitive and aligned with industry practices. Organization transformationinitiative is also underway.

Learning and development of employees form an integral part of the Company's Policytowards accomplishing organizational goal. During the year our employees were providedtrainings viz. Executive Diploma in Project Management (EDPM) and Team Building Exercises.

During the year employees were encouraged to participate in various sports events vizIGL Cricket Tournament Delhi Half Marathon Cyclothan Events Yoga Sessions BrahmakumariWorkshop to take care of employee's health & fitness.

The Company also inducted various young professionals at entry level as well as juniormanagement level to infuse talent in the professional arena. The comprehensive class roomas well as on-site Induction Training has also been imparted to new GETs. In additionGETs were imparted training in Smart Learning Transform System (SLTS) through online mode.

The Company has also maintained a harmonious and cordial relation among its employees.The Company recognizes and appreciates the contribution of all its employees in its growthpath.

Health Safety and Environment (HSE)

"Safety First" is always the motto of your company and Safety is given thetop priority. Your Company is determined to sustain a positive safety culture throughoutits business areas.

IGL has rolled out app based Safety Work Permit System for CNG and PNG sites which isfirst of its kind in any CGD companies and helps in improving real time monitoring of worksites. In line with Company's HSE policy Safety Audits and other statutory compliancesare done to ensure safety at all aspects of IGL's operations.

To create safety awareness IGL has conducted sessions on Safety Management System inNatural Gas distribution for various CGD Companies and statutory authorities. Safetytraining is regularly imparted to the employees contract staff Safety Awareness programsare conducted regularly for consumers of CNG and PNG through safety clinics.

With new Emergency Response Vehicles (ERVs) placed at new GA's which are manned roundthe clock to respond fast to any gas leak or emergency situation the safety system andemergency plan has been further strengthened. Mock drills are carried out regularly tocheck preparedness to control emergencies and this year IGL participated in Level

3 Emergency Mock drill conducted by National Disaster Management Authority. AlsoEmergency Response & Disaster Management Planning (ERDMP) document of IGL gotreaccredited by PNGRB approved third part agency.

Your Company has crossed 161 Million Man Hours accident free till 31st March 2019. Thismilestone achievement is a result of hard work of all the individuals working directly andindirectly for the Company.

Your Company has been conferred Safety Innovation Award by Institute of Engineers andCertificate of Appreciation from

National Safety Council to recognize the excellence in the field of Fire & Safetymanagement during FY 2018-19.

Corporate Social Responsibility

Your Company is fully conscious of its Corporate Social Responsibility (CSR). Inaddition to carrying forward various CSR projects started in the earlier year many newones were also initiated in FY 2018-19.

Your Company has strategically aligned many of its CSR activities to create value forthe society. Your Company has identified health education empowerment of underprivilegedand skill development as its major focus areas on which most of the CSR programmes aretargeted.

The Company realizes that good health of public transport drivers is paramount toensure safety on the roads. Therefore your Company is carrying forward ‘IGL SwasthSaarthi' – a comprehensive health management programme for auto and taxi drivers inDelhi and NCR wherein a series of comprehensive Health check-up camps and NonCommunicable Diseases (NCD) camps are being organized at various CNG stations. Further agroup accident insurance cover is being provided to all drivers of CNG run publictransport in the region under ‘IGL Suraksha Yojna'.

Building Bonds through Gender Sensitization is one of the key CSR programme of yourCompany. It is a training programme for taxi bus and auto drivers in Delhi & NCR thusmaking commuting in public transport safer for the women. Your Company is also layingemphasis on initiatives aimed at empowerment of women especially young girls. This yearalso self-defence training has been provided to girl students of government schoolsthrough an NGO. Special training on sewing machine operatorship has been provided to ruralwomen in the region to empower them to earn on their own.

The 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 nine years. This year 25 meritorious underprivileged studentswere supported under this programme and all of them have been able to secure admission inreputed engineering colleges.

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 to providethem specialised skills related to gas plumbing. Through other programmes being run byNGOs your Company is also providing skill development training to several underprivilegedyouths to enhance employability in multiple fields such as gas plumbing mobile phonehardware repair technician CCTV installation technician assistant beauty therapist homeappliances technician automotive service technician & tailoring at Delhi Ghaziabadand Rewari.

Your Company continues to be one of the stakeholders of Road Safety Cell of DelhiTraffic Police and actively 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.

Your Company received following awards for its CSR activities during FY 2018-19:

1. CSR Community Initiative Awards for IGL Swasth Saarthi and Self Defence trainingprogrammes at New Delhi.

2. CSR Health Impact Awards 2018 for IGL Swasth Saarthi programme at New Delhi.

3. Asia's best CSR Leadership Awards for categories of Women Empowerment and Innovationin CSR practices at Singapore.

4. CSR Times Awards 2018 organized at New Delhi.

5. Social Imprints - CSR Awards & Summit 2019 for Women Empowerment organized atNew Delhi.

6. Social and Business Enterprise Responsible Awards organized by SABERA for IGL SwasthSaarthi Programme at New Delhi.

7. CSR Leadership award under the category Conservation Pollution Control and CleanEnvironment & Resources held at New Delhi.

8. Award for Gender Sensitization CSR programme at Dainik Jagran CSR awards 2019 at NewDelhi.

Directors Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 yourDirectors hereby confirm that:

i. In the preparation of Annual Accounts for the financial year ended March 31 2019the applicable accounting standards have been followed; ii. they have selected suchaccounting policies and applied them consistently except where otherwise stated in the

Notes to Accounts and made judgments and estimates that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period; iii. They have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; iv. They haveprepared the Annual Accounts for the Financial Year ended March 31 2019 on a goingconcern basis; v. They have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

vi. They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

14

Directors

Shri S. Ramesh ceased to be a Director & Chairman of the Company w.e.f. September24 2018 due to his untimely demise. Shri Arun Kumar Singh nominee of Bharat PetroleumCorporation Limited (BPCL) was appointed as Chairman w.e.f. October 1 2018.

Shri S. S. Rao Prof. V. Ranganathan and Shri Santosh Kumar Bajpai ceased to beDirectors of the Company w.e.f. October 16 2018.

Shri Gajendra Singh nominee of Gail (India) Limited (GAIL) was appointed as Chairmanw.e.f. January 14 2019 and Shri Arun Kumar Singh ceased to be director of the Company.

Shri R. P. Natekar nominee of BPCL was appointed as an Additional Director of theCompany w.e.f. January 14 2019. Shri S. Bairagi nominee of GAIL ceased to be Directorw.e.f. January 14 2019.

Smt. Saroj Bala Dr. A. K. Ambasht and Shri R. S. Sahoo were appointed as Additionaland Independent Directors of the Company w.e.f. February 11 2019.

Shri Raghu Nayyar and Dr. Sudha Sharma ceased to be Directors of the Company w.e.f.March 20 2019.

Shri R. N. Misra and Shri Deepak Mishra were appointed as Additional and IndependentDirectors of the Company w.e.f. June 11 2019 and June 13 2019 respectively.

The proposals for appointment of Smt. Saroj Bala Dr. A. K. Ambasht Shri R. S. SahooShri R.N. Misra and Shri Deepak Mishra as Independent Directors of the Company are beingplaced before the shareholders for approval in the ensuing Annual General Meeting of theCompany.

Shri Rajeev Verma nominee of Government of NCT of Delhi was appointed as anAdditional Director of the Company w.e.f. June 21 2019 in place of Smt Varsha Joshi whoceased to be a Director w.e.f. May 23 2019.

Shri Amit Garg nominee of BPCL was appointed as Director (Commercial) w.e.f. July 252019 in place of Shri Rajiv Sikka who ceased to be a Director w.e.f. July 2 2019.

The Board takes this opportunity to place on record its appreciation for valuablecontribution made by Shri S. Ramesh Shri Arun Kumar Singh Shri Rajiv Sikka ShriS. Bairagi Shri Santosh Kumar Prof. V Ranganathan Shri S. S. Rao Shri RaghuNayyar Dr. Sudha Sharma and Smt. Varsha Joshi during their tenure as the Directors of theCompany.

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 i.e. 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 requirement of the Listing Regulations a detailed Report on CorporateGovernance and certificates regarding compliance of conditions of Corporate Governance areannexed as part of the Annual Report.

Remarks referred to in the Auditors' Certificate on Corporate Governance for FY 2018-19of M/s V. K. Sharma & Co.

Practicing Company Secretaries are self-explanatory and do not call for any furthercomments.

Business Responsibility Report

As per the requirement of the Listing Regulations a detailed

Report on Business Responsibility is annexed as part of the

Annual Report.

Deposits

During the financial year 2018-19 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 2018-19 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 2018-19 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 2019 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: -https://www.iglonline.net/ english/5000_media/About_us/Related-Party-Policy.pdf

Details of transactions with related parties are being disclosed separately in theAnnual Report. One contract with GAIL qualify as material transactions under ListingRegulations the same is being placed for shareholders' approval in the ensuing AnnualGeneral 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 2018-19 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. The Company has alsoconstituted Risk Management Committee w.e.f. April 1 2019 as per the requirement of theListing Regulations.

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 andvictimization. The Company has engaged an independent third party service provider tomanage the operations of the whistle-blower platform. The details of the Whistle BlowerPolicy are available on the website of the Company www.iglonline.net. Besides WhistleBlower Policy the Company has also framed vigil mechanism under which the stakeholderscan lodge their complaint(s) to Chief Ethics Officer of the Company.

Cost Auditors

Your Company had appointed M/s Ramanath Iyer & Co. New Delhi as Cost Auditors forthe financial year 2018-19.

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 Ramanath Iyer & Co. New Delhi Cost Accountants as theCost Auditors of the Company for the financial year 2019-20. The remuneration proposed tobe paid to the Cost Auditors is subject to the ratification by the members at the ensuingAnnual General Meeting of the Company.

Your Company is maintaining cost records as specified by the Central Government underSection 148 of the Companies Act 2013.

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 to conduct the SecretarialAudit of the Company for the financial year 2018-19. The Report of Secretarial Auditor forthe FY 2018-19 is appended as Annexure 3 to this report.

Remarks referred to in the Secretarial Auditors' Report for FY 2018-19 of M/s V. K.Sharma & Co. Practicing Company

Secretaries are self-explanatory and do not call for any further comments.

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.

Statutory Auditors

In exercise of powers conferred by Section 139 of the

Companies Act 2013 the Comptroller and Auditor General of India (CAG) vide its letterdated July 31 2019 has appointed M/s Walker Chandiok & Co. LLP Chartered Accountantsas Statutory Auditors of the Company for the financial year 2019-20.

The Notes on financial statements referred to in the Auditors' Report for FY 2018-19 ofM/s Walker Chandiok & Co. LLP Chartered Accountants are self-explanatory and do notcall for any further comments.

Review and Comments of CAG on Standalone and Consolidated financial statements for theFY 2018-19 form part of financial statements of the Company.

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) of the Companies (Accounts) Rules 2014 is appendedas

Annexure 6 to this report.

Your Directors express their gratitude to the Ministry of

Petroleum & Natural Gas State Governments of NCT of Delhi Uttar Pradesh Haryana& Rajasthan Petroleum and Natural Gas Regulatory Board and Promoter Companies (GAIL& BPCL) for their continuous guidance & support throughout the year.

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 patronage 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/-
E. S. Ranganathan Amit Garg
Managing Director Director (Commercial)
Place: New Delhi
Date : August 14 2019