18TH ANNUAL REPORT 2015-2016 PETRONET LNG LIMITED Board of Directors Shri K. D. Tripathi Chairman Contents Page No. Shri Prabhat Singh Managing Director & CEO Notice of AGM 2 Shri R. K. Garg Director (Finance) Directors’ Report 8 Shri Rajender Singh Director (Technical) Management Discussion and Analysis 34 Shri D. K. Sarraf Director Corporate Governance Report 44 Shri S. Varadarajan Director Business Responsibility Report 60 Shri Debasis Sen Director Auditor's Report on Consolidated Shri Subir Purkayastha Director Financial Statements 74 Mr. Philip Olivier Director Consolidated Financial Statements 78 Shri Arun Kumar Misra Director Auditor's Report on Standalone Financial Statements 100 Shri Sushil Kumar Gupta Director Standalone Financial Statements 106 Dr. Jyoti Kiran Shukla Director Bankers and Financial Institutions Company Secretary Axis Bank Ltd. Shri K. C. Sharma Asian Development Bank Statutory Auditors Bank of Baroda M/s T. R. Chadha & Co. LLP. Bank of Tokyo – Mitsubishi UFJ Cost Auditor BNP Paribas M/s K.L. Jaisingh & Co. Canara Bank Secretarial Auditor Citi Bank N.A. M/s A.N. Kukreja & Co. Credit Agricole Corporate and Investment Bank Debenture Trustee DBS Bank Ltd. SBICAP Trustee Company Ltd. HDFC Bank Ltd. Registrar & Share Transfer Agent ICICI Bank Ltd. M/s Karvy Computershare Pvt. Limited International Finance Corporation Karvy Selenium Tower B, Plot 31-32, SA Proparco Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 State Bank of India Tele: 040- 67162222, Fax: 040- 23420814 State Bank of Patiala Toll Free No.:1800-345-4001 The Hongkong & Shanghai Banking Corporation Ltd. Email: [email protected] Registered Office Dahej LNG Terminal Kochi LNG Terminal World Trade Centre, 1st Floor, GIDC Industrial Estate, Plot No.7/A, Survey No. 347, Babar Road, Barakhamba Lane, Dahej, Puthuvypu (Puthuypeen SEZ) New Delhi - 110 001 Taluka: Vagra, Distt. Bharuch P.O. 682508, Kochi Tel. : 011-23411411,011-23472525 Gujarat - 392130 Kerala Fax : 011-23472550 Tel. : 02641- 300300/301/305 Tel. : 0484-2502259/60 Website: www.petronetlng.com Fax : 02641- 300306/300310 Fax : 0484-2502264 1 18TH ANNUAL REPORT 2015-2016 PETRONET LNG LIMITED PETRONET LNG LIMITED NEW DELHI Regd. Office: 1st Floor, World Trade Centre, Barakhamba Lane, Babar Road, New Delhi- 110 001 Tele: +91 11 23411411, 23472525 Fax: +91 11 23472550 Email: [email protected], Website: www.petronetlng.com CIN: L74899DL1998PLC093073 NOTICE OF 18TH ANNUAL GENERAL MEETING – 2016 152, 160 and other applicable provisions, If any, of OTICE is hereby given that the 18th (Eighteenth) the Companies Act, 2013 read with the Companies Annual General Meeting of the Members of Petronet (Appointment and Qualification of Directors) Rules, LNG Limited (PLL) will be held on Wednesday, the 2014 and Other Rules, if any, Shri Subir Purkayastha N (DIN 06850526), Nominee Director of GAIL, who has 21st day of September, 2016 at 10:00 A.M. at Manekshaw Centre, Khyber Lines, Delhi Cantonment, New Delhi, been appointed on 1st December, 2015 as Additional 110010 to transact the following businesses: Director of the Company by Board of Directors under Section 161 of Companies Act, 2013 and who holds ORDINARY BUSINESS office up to the date of this Annual General Meeting and in respect of whom the Company has received 1. To receive, consider and adopt Financial Statements and Report of Board of Directors and Auditors thereon a notice in writing proposing his candidature for the for the financial year ended 31st March, 2016. office of Director, be and is hereby appointed as Director of the Company liable to retire by rotation.” 2. To declare a dividend for the financial year ended 7. pursuant to the provisions of 31st March, 2016. “RESOLVED THAT Section 148 and other applicable provisions, if any, 3. To appoint a Director in place of Shri D. K. Sarraf of the Companies Act, 2013 read with the Companies (DIN 00147870) who retires by rotation and being (Audit and Auditors) Rules, 2014, and Other Rules, eligible offers himself for re-appointment. if any, remuneration of ` 99,990/- plus out of pocket 4. To appoint a Director in place of Mr. Philip Olivier expenses and applicable service tax to M/s K. L. (DIN 06937286) who retires by rotation and being Jaisingh & Co., Cost Accountants (Regn. No. 00182), eligible offers himself for re-appointment. New Delhi, Cost Auditor of the Company for the financial year 2016-17, as recommended by the Audit 5. To appoint Statutory Auditors, fix their remuneration Committee and approved by the Board, be and is and in connection therewith, to pass with or without hereby ratified.” modification(s) the following resolution: 8. “RESOLVED THAT pursuant to the provisions of “RESOLVED THAT pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations and Section 139 and other applicable provisions, if Disclosure Requirements) Regulations, 2015 read any, of the Companies Act, 2013, and Rules made with the applicable provisions of the Companies Act, there under M/s T. R. Chadha & Co. LLP, Chartered 2013 (including any statutory modification(s) thereof Accountants (Regn. No.006711N), New Delhi, be and for the time being in force), Rules made thereunder are hereby appointed as Statutory Auditors of the and Related Party Transactions Policy of the Company to hold office from the conclusion of the Company, approval of the Members of the Company ensuing Annual General Meeting till the conclusion of be and is hereby accorded to the Board of Directors the next Annual General Meeting at a remuneration for contracts/arrangements/transactions entered/to of ` 12 Lakh (Rupees Twelve Lakh) plus out of pocket be entered with the related parties i.e. Promoter(s)/ expenses and applicable service tax.” Associate(s)/Joint Venture(s) (viz IOCL, BPCL, GAIL, SPECIAL BUSINESS ONGC, Adani Petronet (Dahej) Port Pvt. Ltd. etc.) during the financial year 2016-17 for supply of goods To consider and if thought fit, to pass with or or service in the Ordinary Course of Business and on without modification(s) the following resolution(s) Arm’s Length Basis, which may exceed the materiality as Ordinary Resolution(s)- threshold limit i.e. exceeds ten percent of the annual 6. “RESOLVED THAT pursuant to provisions of Article consolidated turnover of the Company as per the last 106 of Articles of Association and Section 149, audited financial statements of the Company. 2 18TH ANNUAL REPORT 2015-2016 PETRONET LNG LIMITED RESOLVED FURTHER THAT the Board of Directors NOTES: be and is hereby authorized to do all such acts, 1. The Explanatory Statement pursuant to Section 102 matters, deeds and things and give all such directions of the Companies Act, 2013 in respect of the Item No. as it may in its absolute discretion deem necessary, 6, 7, 8, 9 and 10 set out above is annexed hereto. expedient or desirable, in order to give effect to this resolution.” 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A 9. “RESOLVED THAT pursuant to the provisions of Section 197, Schedule V and all other applicable PROXY TO ATTEND THE MEETING, INSTEAD OF provisions, if any, of the Companies Act, 2013 and HIMSELF/HERSELF AND THE PROXY NEED NOT Rules made thereunder, consent of the Members BE A MEMBER OF THE COMPANY. A PROXY of the Company be and is hereby accorded for the SHALL NOT HAVE ANY RIGHT TO SPEAK AT payment and distribution of a sum not exceeding 1% THE MEETING AND SHALL NOT VOTE EXCEPT per annum of the profits of the Company calculated ON A POLL. A PERSON APPOINTED AS PROXY in accordance with the provisions of Sections 198 SHALL ACT ON BEHALF OF MEMBERS NOT of the Companies Act, 2013, by way of commission EXCEEDING FIFTY (50) AND HOLDING IN to and amongst the Directors of the Company such AGGREGATE NOT MORE THAN TEN PERCENT amount or proportions and in such manner and in all (10%) OF THE TOTAL SHARE CAPITAL OF such respects as may be determined by the Board of THE COMPANY CARRYING VOTING RIGHTS. Directors from time to time and such payments shall FURTHER, A MEMBER HOLDING MORE THAN be made for a further period of five years commencing TEN PERCENT, OF THE TOTAL SHARE OF THE from Financial Year 2016-17. COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND RESOLVED FURTHER THAT the Board of Directors SUCH PERSON SHALL NOT ACT AS PROXY FOR of the Company be and is hereby authorized to take ANY OTHER PERSON OR MEMBER. such steps as may be desirable or expedient to give 3. The instrument appointing the proxy must be effect to this resolution.” deposited at the registered office of the Company not 10. “RESOLVED THAT pursuant to provisions of Article less than 48 hours before the commencement of the 111 of Articles of Association of the Company and Annual General Meeting. Section 149, 152, 196, 197, Schedule V and all 4. The Company had issued a Postal Ballot Notice dated other applicable provisions, If any, of the Companies 22nd December, 2015 for obtaining Shareholder’s Act, 2013 and Rules made thereunder subject to approval by way of Special Resolution(s) in respect of the approval of the Central Government, if required the following item: and such alterations/modifications, if any, that may be affected by the above mentioned body in that Alteration of Object Clause in Memorandum of behalf, approval of the Members of the Company be Association by incorporating the following new clause and is hereby accorded to the extension of tenure of in its Main Object Clause – Shri R. K. Garg (DIN 00784953) as Director (Finance) “To promote, organize or carry on business of for a further period of one year, w.e.f.