7TH ANNUAL REPORT 2004-2005
PETRONET LNG LIMITED
NOTICE 6. “RESOLVED THAT pursuant to Article 111 of the Articles of Association of the Company and the NOTICE is hereby given that the Seventh Annual provisions of Section 269, 309 and the provisions General Meeting of the Members of Petronet LNG of Schedule XIII and all other applicable provisions Limited (PLL) will be held on Tuesday, the 26th day of of the Companies Act, 1956, if any, approval of July, 2005 at 10:00 A.M. at Siri Fort Auditorium the Members be and is hereby accorded for Complex, August Kranti Marg, New Delhi-110049 to extending the term of appointment of Shri Sham transact the following business: Sunder, Director (Technical) of the Company from 1st April, 2005 to 31st March, 2006 on the existing ORDINARY BUSINESS: terms and conditions as approved by the Members st 1. To receive, consider and adopt the Audited in the third Annual General Meeting held on 21 Balance Sheet as on 31st March 2005, Profit & September, 2001.” Loss Accounts for the period ended 31st March, 7. “RESOLVED THAT Shri Prem Kumar Chadha who 2005 together with Reports of Directors’ and was appointed as an Additional Director of the Statutory Auditors thereon. Company by the Board of Directors under Section 2. To appoint a Director in place of Shri N.K. Nayyar, 260 of the Companies Act, 1956 and who holds who retires by rotation and being eligible, offers office up to the date of this Annual General himself for reappointment. Meeting and in respect of whom the Company 3. To appoint a Director in place of Shri B.S. Negi, has received a notice in writing proposing his who retires by rotation and being eligible, offers candidature for the office of Director under Section himself for reappointment. 257 of the Companies Act, 1956 be and is hereby 4. To appoint Statutory Auditors, fix their appointed as Director of the Company liable to remuneration and in connection therewith, to pass retire by rotation.” with or without modification(s) the following 8. “RESOLVED THAT Shri N.K.Mitra who was resolution as Special Resolution: appointed as an Additional Director of the “RESOLVED THAT pursuant to the provisions of Company by the Board of Directors under Section Section 224A and other applicable provisions, if 260 of the Companies Act, 1956 and who holds any, of the Companies Act, 1956, M/s V. Sankar office up to the date of this Annual General Aiyar & Company, Chartered Accountants, New Meeting and in respect of whom the Company Delhi, the retiring Auditors of the Company, be has received a notice in writing proposing his and are hereby re-appointed as Statutory Auditors candidature for the office of Director under Section of the Company to hold office from the conclusion 257 of the Companies Act, 1956 be and is hereby of the Seventh Annual General Meeting till the appointed as Director of the Company liable to conclusion of the next Annual General Meeting at retire by rotation.” a remuneration of Rs. 2.50 lacs plus out of pocket 9. “RESOLVED THAT Shri J.L. Zutshi who was expenses and applicable service tax.” appointed as an Additional Director of the Company by the Board of Directors under Section SPECIAL BUSINESS: 260 of the Companies Act, 1956 and who holds office up to the date of this Annual General To consider and if thought fit, to pass with or without Meeting and in respect of whom the Company modification(s) the following resolution(s) as Ordinary has received a notice in writing proposing his Resolutions: candidature for the office of Director under Section 5. “RESOLVED THAT pursuant to Article 109 of the 257 of the Companies Act, 1956 be and is hereby Articles of Association of the Company and the appointed as Director of the Company liable to provisions of Section 269, 309 and the provisions retire by rotation.” of Schedule XIII and all other applicable Provisions By Order of the Board of the Companies Act, 1956, if any, approval of For Petronet LNG Limited the Members be and is hereby accorded for extending the term of appointment of Shri Suresh Chand Mathur, CEO & Managing Director of the Company from 1st April, 2005 to 31st July, 2005 on the existing terms and conditions as approved by (R.K. Garg) the Members in the third Annual General Meeting Place: New Delhi Company Secretary & held on 21st September, 2001.” Date: 14th June, 2005 V. P. (Finance)
1 7TH ANNUAL REPORT 2004-2005
PETRONET LNG LIMITED
NOTES: slip available at the counters at the venue and 1. The Explanatory Statement pursuant to Section against exchange of Attendance Slip. 173 of the Companies Act, 1956 in respect of the Special Business and also for Item No 4 set out 11. No Brief case/Bags/Eatables will be allowed to above is annexed hereto. be taken inside the Auditorium. 2. A MEMBER ENTITLED TO ATTEND AND VOTE EXPLANATORY STATEMENT PURSUANT AT THE MEETING IS ENTITLED TO APPOINT TO SECTION 173(2) OF THE COMPANIES ACT, A PROXY TO ATTEND THE MEETING AND THE 1956. PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PROXY SHALL NOT HAVE ANY ITEM NO: 4 RIGHT TO SPEAK AT THE MEETING AND SHALL NOT VOTE EXCEPT ON A POLL. M/s V. Sankar Aiyar & Company, Chartered Accountants, were appointed as the Statutory Auditors 3. The instrument appointing the proxy must be of the Company in the Sixth Annual General Meeting deposited at the Registered Office of the Company held on 2nd September, 2004 in terms of Section 224 not less than 48 hours before the commencement of the Companies Act, 1956, the Auditors shall hold of the Annual General Meeting (Proxy Form is office till the conclusion of the ensuing Annual General enclosed with the Annual Report). Meeting. Further, in terms of provisions of Section 224A of the Companies Act, 1956, the appointment/ 4. All documents referred to the accompanying reappointment of Auditors will be made in the Annual notice and the Explanatory Statement are open General Meeting by passing a Special Resolution, if for inspection at the Registered Office of the 25% or more of the paid up share capital of the Company during office hours on all working days Company is being held by Public Financial Institution(s) except Saturday and Sunday between 11.00 a.m. or a Government Company or Companies or Central to 1.00 p.m. up to the date of Annual General or State Government. Meeting. As more than 25% of the paid up share capital of the 5. Members/Proxies should bring the Attendance Company is being held by the Government Companies, Slip duly filled in for attending the Meeting. therefore, the Directors of the Company recommend 6. Members are requested to bring their copies of the appointment of M/s V. Sankar Aiyar & Company, the Annual Report to the Meeting. Chartered Accountants as Auditors of the Company by passing a Special Resolution at remuneration of 7. Members holding Shares in physical mode are Rs. 2.50 lacs plus out of pocket expenses and requested to notify the change in their address/ applicable service tax. bank account to the Company/ M/s Karvy Computershare Private Limited, KARVY Plaza, 46 No Director of the Company is in any way concerned Avenue 4, Street No 2, Banjara Hills, Hyderabad, or interested in the proposed resolution. the Registrar & Share Transfer Agent (R & T Agent) ITEM NO: 5 of the Company. Shri Suresh Chand Mathur was appointed as CEO Members must quote their Folio No. in all & Managing Director by the Board in its first Meeting correspondence with the Company/ R&T Agent. held on 7th April, 1998 for a period of five years. The Members holding shares in De-mat/ Electronic age of retirement for Whole-time Directors was fixed Form are requested to get the change in address/ by the Board up to 65 years in its meeting held on 18th bank details in the records of their Depository March, 2003. However, the re-appointment of Participant(s). Shri Suresh Chand Mathur as CEO & Managing 8. No gifts will be distributed at the Annual General Director was made by the Shareholders of the st Meeting Company up to 31 March, 2005 in their meeting held on 12th June, 2003. 9. The Share Transfer Books of the Company th will remain closed from 1st July, 2005 to 26th July, The Board in its Meeting held on 15 March, 2005 2005 (both days inclusive) for the purpose of further extended the tenure of Shri Suresh Chand st Annual General Meeting. Mathur, CEO & Managing Director up to 31 July, 2005 on the existing terms & conditions i.e. in the pay scale 10. Entry to the Auditorium will be strictly against entry of Rs. 80,000-5000-1,00,000 per month (present basic
2 7TH ANNUAL REPORT 2004-2005
PETRONET LNG LIMITED pay Rs. 1,00,000/- per month) and other perquisites appointed as Additional Director w.e.f. 27.1.2005 on and benefits as per rule of the Company as approved the Board of the Company. by the Shareholders in the third Annual General Pursuant to provisions of Section 260 of the Companies Meeting held on 21st September, 2003. Act, 1956, he holds office as Director up to the date of As per the requirement of the Companies Act, 1956 ensuing Annual General Meeting. The Company has the appointment of Managing Director is required to received a notice under Section 257 of the Companies be approved by the Shareholders in the General Act, 1956 from a Shareholder proposing the name of Meeting. Shri Prem Kumar Chadha as Director of the Company. A brief resume of Shri Prem Kumar Chadha as required Your Directors recommend the resolution for approval in terms of Clause 49 of the Listing Agreement is of the Shareholders. enclosed with the notice. The Board recommends that Shri Suresh Chand Mathur is interested in the he may be appointed as Director liable to retire by resolution to the extent of extension of his term as CEO rotation. & Managing Director. No other Director of the Company Your Directors recommend the resolution for approval is in any way concerned or interested in the proposed of the Shareholders. resolution. Shri Prem Kumar Chadha is interested in the resolution ITEM NO: 6 to the extent of his appointment as Director. No other Director of the Company is in any way concerned or Shri Sham Sunder was appointed as Director interested in the proposed resolution. (Technical) by the Board in its first Meeting held on 7th April, 1998 for a period of five years. The age of ITEM NO: 8 retirement for Whole-time Directors was fixed by the Board up to 65 years in its Meeting held on 18th March, Pursuant to Article 113 A of Articles of Association of 2003. However, the re-appointment of Shri Sham the Company and in terms of section 260 of the Sunder, Director (Technical) was made by the Companies Act, 1956, Shri N.K. Mitra was appointed Shareholders of the Company up to 31st March, 2005 as Additional Director w.e.f. 5.5.2005 on the Board of in their meeting held on 12th June, 2003. the Company as Nominee of ONGC, one of the Promoters of the Company. Pursuant to provisions of The Board in its Meeting held on 27th January, 2005 Section 260 of the Companies Act, 1956, he holds further extended the tenure of Shri Sham Sunder, office as Director up to the date of ensuing Annual Director (Technical) up to 31st March, 2006 on the General Meeting. The Company has received a notice existing terms and conditions i.e. in the pay scale of under Section 257 of the Companies Act, 1956 from a Rs. 70,000-4000-90,000 per month (present basic pay Shareholder proposing the name of Shri N.K. Mitra as is Rs. 86,000/- per month) and other perquisites and Director of the Company. A brief resume of Shri Mitra benefits as per rule of the Company as approved by as required in terms of Clause 49 of the Listing the Shareholders in the third Annual General Meeting Agreement is enclosed with the notice. The Board held on 21st September, 2003. recommends that he may be appointed as Director As per the requirement of the Companies Act, 1956 liable to retire by rotation. the appointment of Whole-time Director is required to Your Directors recommend the resolution for approval be approved by the Shareholders in the General of the Shareholders. Meeting. Shri N.K. Mitra is interested in the resolution to the Your Directors recommend the resolution for approval extent of his appointment as Director. No other Director of the Shareholders. of the Company is in any way concerned or interested Shri Sham Sunder is interested in the resolution to the in the proposed resolution extent of extension of his term as Director (Technical). No other Director of the Company is in any way ITEM NO: 9 concerned or interested in the proposed resolution. Pursuant to Article 113 A of Articles of Association of the Company and in terms of Section 260 of the ITEM NO: 7 Companies Act, 1956 Shri J.L. Zutshi was appointed Pursuant to Article 113 A of Articles of Association of as Additional Director w.e.f. 24.5.2005 on the Board of the Company and in terms of Section 260 of the the Company. Pursuant to provisions of Section 260 Companies Act, 1956, Shri Prem Kumar Chadha was of the Companies Act, 1956, he holds office as Director
3 7TH ANNUAL REPORT 2004-2005
PETRONET LNG LIMITED up to the date of ensuing Annual General Meeting. Name of The Company Position Held The Company has received a notice under Section Indian Oil Corporation of India Ltd Director 257 of the Companies Act, 1956 from a Shareholder ONGC Director proposing the name of Shri J.L. Zutshi as Director of IBP Co. Ltd Director the Company. Indian Oil Panipat Power Consortium Ltd Chairman A brief resume of Shri Zutshi as required in terms of Lanka IOC Pvt Ltd Chairman Clause 49 of the Listing Agreement is enclosed with the notice. The Board recommends that he may be 2. Shri B.S. Negi appointed as Director liable to retire by rotation. Shri B.S. Negi is Director (Planning) of GAIL Your Directors recommend the resolution for approval (India) Ltd, responsible for formulating and of the Shareholders. implementing strategies for GAIL in planning and Shri J.L. Zutshi is interested in the resolution to the marketing activities related to Natural Gas extent of his appointment as Director. No other Director Pipeline, LPG, Polymers etc. He is with GAIL for of the Company is in any way concerned or interested more that 19 years and has to his credit the in the proposed resolution construction and the commencing of the Worlds largest LPG Pipeline i.e. Jamnagar to Loni pipeline By Order of the Board of GAIL. For Petronet LNG Limited Shri Negi graduated in Mechanical Engineering from university of Allahabad. He also completed post graduation in Project Management from Punjab University Patiala and Master of Engineering (Turbo Machinery) from South (R.K. Garg) Gujarat University, Surat. He has 34 years of rich Place : New Delhi Company Secretary & professional experience in the field of Oil Refinery, Date : 14th June, 2005 V. P. (Finance) Fertiliser Palnts, Gas Transmission, Gas Processing and LPG Transmission. He is the nominee of GAIL on the Board of Petronet LNG Limited. BRIEF BIOGRAPHY OF DIRECTORS PROPOSED TO BE APPOINTED/REAPPOINTED AS REQUIRED Shri Negi holds Directorship in the following other IN TERMS OF LISTING AGREEMENT Companies:
1. Shri N.K. Nayyar Name of the Company Position Held Shri N.K. Nayyar is Director (Planning & Business GAIL (India) Limited Director Development) , Indian Oil Corporation Ltd ( IOCL) Shell CNG Egypt Director and responsible for diversification of IOCL in to Fayum Gas Co. Ltd Director Gas Sector, integration along hydrocarbon chain through Petrochemical, Exploration and Production. Shri Nayyar besides being a 3. Shri Suresh Chand Mathur Chartered Accountant is also an alumnus of Indian Shri Suresh Chand Mathur is a Chartered Institute of Management, Ahmedabad and has Accountant by qualification. He is CEO & completed Advanced Financial Management Managing Director of the Company since April, Programme in Oil & Gas from University of Texas, 1998. He has varied experience of over 30 years Dallas. in the Oil Industry. During his tenure with the Indian Shri Nayyar was actively involved in IOCL Oil Corporation Ltd, he has held important successful acquisition of IBP Co Ltd, Chennai assignments in the filed of finance, strategic Petroleum Corporation Ltd and Bongaigaon planning, import of crude oil, marketing and Refineries & Petrochemicals Ltd. He is the operation and acquisition of the projects, nominee of the IOCL on the Board of Petronet Prior to taking over the charge of Petronet, he LNG Limited. was the Director (Finance) of Indian Oil Shri Nayyar holds Directorship in the following Corporation Ltd. Shri Mathur had been consultants other Companies: to ITC Geneva and World Bank and has authored
4
4 7TH ANNUAL REPORT 2004-2005
PETRONET LNG LIMITED
a Book on “ Handbook of Import of Crude Oil and Name of the Companies Position Held Petroleum Products for Developing Countries”. Sona Koyo Steering System Ltd Director Shri Suresh Chand Mathur is not Director of any Sona Okegawa Precision Forging Ltd Director other Company. SOWIL Ltd Director
4. Shri Sham Sunder 6. Shri N.K. Mitra Shri Sham Sunder is Director (Technical) of the Shri N.K. Mitra is Director (Offshore) with Oil & Company since April, 1998.He is B.E in Chemical Natural Gas Corporation Ltd (ONGC). He holds Engineering from Punjab University, Chandigarh degree in B.Sc. (Hons.) and also degree in and also holds MS (Chemical Engineering) Petroleum Engineering from Indian School of from OKLAHOMA State University, Still Water, Mines, Dhanbad. Shri Mitra Joined ONGC in 1973 USA. He is responsible for execution of projects and since than he has held various senior and other related technical matters of the positions like Chief Engineer (Production), Company. General Manager (Production), Executive Director (Offshore). Shri Sham Sunder is not Director of any other Company. Shri Mitra is the nominee of ONGC on the Board of Petronet LNG Limited. 5. Shri Prem Kumar Chadha Shri Mitra holds Directorship in the following other Shri Prem Kumar Chadha is graduate in Companies: Mechanical Engineering. He joined Hindustan Lever Ltd. as a Management Trainee in 1962 and Name of the Companies Position Held worked in various capacities in manufacturing Oil & Natural Gas Corporation Limited Director and general management functions. In 1980, he ONGC Videsh Ltd Director was appointed to the Board of Hindustan Lever Manglore Refineries & Petrochemicals Ltd. Director Ltd. Pawan Hans Ltd Director In 1985, he was transferred to Unilever’s subsidiary in Japan where he worked as Technical 7. Shri J.L. Zutshi Director, Nippon Lever before moving to Europe Shri J.L. Zutshi, Ex-chairman of Indian Oil in 1991. He functioned as the Head of Technology Corporation Ltd is Bachelor of Engineering (BE) for Unilever worldwide from 1991 to 1996 based (from Houston). He has over 36 years rich in the Netherlands. He retired in 1998 as Senior experience in the down stream Oil and Gas Vice President, Manufacturing and Supply Chain, Industry. Besides, he is expert in Strategic Human Unilever NV, Rotterdam after 36 years service with Resources Management and also has extensive the Unilever group. experience in Marketing operations and Logistics. Shri Chadha is presently serving as a Non- During his carrier with Indian Oil Corporation Ltd executive Director on the Boards of few he had held very senior positions like Executive Companies in India. He is also a Management Director (Marketing Operations), Executive Consultant to some Companies in India and Director (Personnel), Director (Personnel) etc. Indonesia. Shri J.L. Zutshi holds Chairmanship in Lubrizol Shri Prem Kumar Chadha holds Directorship in India (Pvt) Limited. the following other Companies:
5 Petronet LNG Ltd. Registered Office: World Trade Centre, Ist Floor, Babar Road, Barakhmaba Lane, New Delhi-110001 Proxy Form DP. Id* Folio No. Client Id*
I/We______of ______in the district of ______being a member/members of the Company hereby appoint ______of ______in the district of ______or failing him ______of ______in the district of ______as my / our proxy to vote for me/us on my/our behalf at the SEVENTH ANNUAL GENERAL MEETING of the Company to be held on Tuesday, the 26th Day of July, 2005 at 10:00 A.M. at Siri Fort Auditorium Complex, August Kranti Marg, New Delhi-110049 and at any adjournment (s) thereof. Affix Signed this ______day of ______2005 Revenue Stamp of Fifteen Paise *Applicable for investor holding shares in electronic form
Note: The proxy in order to be effective should be duly stamped, completed and singed and must be deposited at the Registered Office of the company not less than 48 hrs before the time for holding the aforesaid meeting. The Proxy need not be a member of the company.
------Please tear here ------
Petronet LNG Ltd. Registered Office: World Trade Centre, Ist Floor, Babar Road, Barakhmaba Lane, New Delhi-110001 Attendance Slip
PLEASE FILL ATTENDENCE SLIP AND HAND IT OVER AT THE ENTERANCE OF THE MEETING HALL.
DP. Id* Folio No. Client Id*
NAME AND ADDRESS OF THE SHAREHOLDER(S)
Number of Share(s) held:
I certify that I/we are member(s)/proxy for the member(s) of the Company I/we hereby record my/our presence at the 7th ANNUAL GENERAL MEETING of the Company to be held on Tuesday, the 26th Day of July, 2005 at 10:00 A.M. at Siri Fort Auditorium Complex, August Kranti Marg, New Delhi-110049.
Signature of the Shareholder(s) or Proxy. *Applicable for investor holding shares in electronic form.
6