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Gujarat State Petronet Ltd

HSL Code: GSPLTD   |   BSE Code: 532702  |   NSE Symbol: GSPL  |   ISIN: INE246F01010
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GUJARAT STATE PETRONET LIMITED

ANNUAL REPORT 2011-2012

DIRECTOR`S REPORT

To,
The Members
Gujarat State Petronet limited

The  Directors  have  pleasure in presenting the  14th  Annual  Report  and 
Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS                                   (Rs. in Crore)

Particulars (Standalone)                       2010-11        2011-12

Total Income                                  1,068.15       1,174.63

Employee Benefit Expenses                        14.86          19.69

Other Expenses                                   62.53          70.37

Total expenses                                   77.39          90.06

PBDITA                                          990.76        1084.57

Finance Cost                                     99.07         130.20

Depreciation & Amortisation                     153.30         181.90

Preliminary Expenses Written-Off                  0.10           0.25

Depreciation Written Back                      (23.38)              -

Prior Period Adjustments                        (0.32)           3.21

Profit Before Tax                               761.99         769.01

Tax including Deferred Tax                      255.61         246.95

Profit After Tax Carried to 
Balance Sheet                                   506.38         522.06

Appropriations

Transfer to General Reserves                       NIL            NIL

Transfer from Bond Redemption 
Reserve                                         (1.00)            NIL

Proposed Dividend
(including Dividend Distribution Tax)            65.39          65.41

Profit After Appropriations                     441.99         456.65

MAJOR ACHIEVEMENTS

Your Company has excelled on all performance parameters. Major achievements 
of the Company are summarized below:

*  Total  Income  increased  from Rs. 1068.15 crore  in  previous  year  to 
Rs.1174.63 crore recording increase of 9.97%.

*  PBDITA increased from Rs. 990.76 crore in previous year to  Rs.  1084.57 
crore, recording an increase of 9.47%.

* 99.97% pipeline grid availability and "accident free" year of operations.

*  PNGRB has granted authorisation for Gas Pipeline Network of 2239 Kms  in 
Gujarat.

* Your Company (with 52% stake) has signed Joint Venture Agreements  (JVAs) 
with  IOCL  (26%),  BPCL  (11%) and HPCL (11%)  on  30th  April,  2012  for 
execution  of  the three Cross Country Pipeline Projects viz  Mallavaram  - 
Bhopal - Bhilwara - Vijaipur (approx 1585 Kms) Pipeline Project, Mehsana  - 
Bhatinda (approx 1670 Kms) Pipeline Project and Bhatinda - Jammu - Srinagar 
(approx 740 Kms) Pipeline Project.

* Achieved Financial Closure for the aforesaid three Cross Country Pipeline 
Projects.

CAPITAL

During  the year, paid up share capital of the Company has  increased  from 
Rs.  562.58 crore to Rs. 562.69 crore on account of allotment of shares  to 
eligible employees under the ESOP -2005 & ESOP - 2010.

DIVIDEND

Keeping   in  view  the  fund  requirements  for  expansion  projects   and 
subsidiaries, the Board of Directors of the Company is pleased to recommend 
dividend  @ Rs. 1 (i.e. 10%) per Equity Share of the face value of  Rs.  10 
each for the Financial Year 2011-12. 

GAS TRANSMISSION SERVICES

The Company has effective Firm GTAs of 29.70 MMSCMD for transmission of gas 
to  various customers and interruptible/short - medium term GTAs  for  6.58 
MMSCMD (Previous year: firm GTAs of 32.76 MMSCMD and interruptible GTAs  of 
6.16 MMSCMD).

GAS GRID PROJECT

Government  of  Gujarat  has  always  played  a  pro-active  role  in   the 
development  of the energy value chain in the State. Gujarat is  the  first 
State  to  plan  and  execute  a State-wide Gas  Grid  on  an  open  access 
principle.

The  pipeline  grid  has been designed as  per  the  highest  international 
standards with inbuilt flexibility to cater to varying loads.

The pipeline grid map of GSPL for Gujarat is enclosed herewith as  Annexure 
-VI.

The  map  showing  the  proposed Cross  Country  Natural  Gas  Transmission 
Pipelines  to  be implemented by GSPL Consortium (through  special  purpose 
vehicles) is enclosed herewith as Annexure - VII.

Projects commissioned

Since  last  Directors`  Report, the  Company  has  successfully  completed 
commissioning of various Pipeline Projects like Nano Connectivity Pipeline, 
Botad Spurline, Spurline to Bhavnagar, Electrothem Spurline, Tana -  Amreli 
Pipeline. 

Current  grid operations account for approx 2065 Kms. Gas is  flowing  from 
Hazira/Dahej/Vapi  to various industries and City Gas Distribution  ("CGD") 
Networks located in various districts of Gujarat including Surat,  Bharuch, 
Baroda,  Anand,  Ahmedabad, Gandhinagar, Sabarkantha,  Bhavnagar,  Mehsana, 
Surendranagar,  Rajkot,  Jamnagar,  Navsari,  Kutchh,  Panchmahal,   Kheda, 
Valsad, Amreli.

Projects under execution

Your Directors are pleased to inform that the Company continues to  develop 
pipeline  infrastructure  in the State of Gujarat. The  following  Pipeline 
Sections are being developed on priority:

* Halol - Dahod Pipeline (approx 105 Kms)

* Mehsana - Palanpur Pipeline (approx 70 Kms)

* Anjar - Bhuj Spurline (approx 47 Kms)

DIRECTORS` REPORT

Gujarat State Petronet Limited

* Bodighodi - Ambardi Pipeline (approx 47 Kms)

* Pipavav - Gundlav Pipeline (approx 46 Kms)

* Dabhan - Thasra Pipeline (approx 45 Kms)

* Amboli - Vantevad Pipeline (approx 44 Kms)

* Dahej SEZ Pipeline (approx 23 Kms)

Further, the Company continues to develop several other trunk and spurlines 
to  connect  new industrial clusters and medium sized customers  along  the 
pipeline network, which include regions like Anjar, Sikka, Dabhan,  Thasra, 
Halol Dahod and Dahej. 

The Company is a co-developer in Dahej SEZ and Panoli SEZ and is developing 
pipeline  infrastructure  in  these SEZs. Several  customers  have  started 
receiving  gas  in Dahej SEZ through Company`s Network  with  more  getting 
connected on ongoing basis.

WIND POWER PROJECT

Your  Company being committed to promote clean and green energy has set  up 
wind  power  project of 52.5 MW in the areas of Maliya Miyana,  Rajkot  and 
Gorsar  &  Adodar,  Porbandar.  During  the  year,  the  Company  has  sold 
10,91,44,509 KWH of electricity generated through Windmills.

FUTURE PLANS

The Company is working on future expansion projects based on the demand  in 
various regions around the gas grid.

OPERATION & MAINTENANCE ACTIVITIES

The  Company has transported 12430 MMSCM of gas during the  Financial  Year 
2011  - 12 (Previous Year: 13005 MMSCM). To safeguard pipeline  assets  and 
optimize  efficiency of the pipeline system, the Company is  giving  utmost 
importance to efficient operations and preventive maintenance.

SUBSIDIARY COMPANIES

Your  Company  has  incorporated  following  two  subsidiary  companies  in 
October,  2011 for execution of the three Cross Country  Pipeline  Projects 
awarded by Petroleum and Natural Gas Regulatory Board:

Company                       Pipeline Project

GSPL India Gasnet Limited     1) Mehsana - Bhatinda
                              (approx 1670 Kms)

                              2) Bhatinda - Jammu - Srinagar
                              (approx 740 Kms)

GSPL India Transco Limited    Mallavaram - Bhopal - Bhilwara
                              - Vijaipur (approx 1585 Kms)

In accordance with the General Circular No. 2/2011 dated 8th February, 2011 
issued  by  the  Ministry of Corporate Affairs, Government  of  India,  the 
Balance  Sheet,  Statement  of Profit & Loss and  other  documents  of  the 
subsidiary  companies are not being attached with the Balance Sheet of  the 
Company. However, the financial information of the subsidiary companies  is 
disclosed  in the Annual Report in compliance with the said  Circular.  The 
audited   annual  accounts  and  related  information  of  the   subsidiary 
companies,  where  applicable, will be made available to  any  member  upon 
request. The annual accounts of  the subsidiary companies will also be kept 
open for inspection at the Registered Office of the Company and that of the 
respective subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In  accordance  with the Accounting Standard-21 on  Consolidated  Financial 
Statements  read with Accounting Standard-23 on Accounting for  Investments 
in  Associates, the Audited Consolidated Financial Statements are  provided 
in the Annual Report.

HEALTH, SAFETY AND ENVIRONMENT

The Company, in order to fulfill its commitment towards health, safety  and 
environment,  has  taken  active  steps  towards  establishment  of  Safety 
Management  Systems  (SMS).  Environment  and  safety  features  have  been 
integrated into design, construction and O&M operations of the Company  for 
ensuring  utmost  safety  for  the  facilities,  local  community  and  the 
environment.  The  same is also being reflected in the QHSE Policy  of  the 
Company.  The Company is expanding and managing its operations in a  manner 
which is safe and environmentally sustainable.

For developing effectiveness of Safety Management Systems, training of  all 
employees across the Company is ensured through various training  programs. 
The same is being monitored through internal audit teams and delegation  of 
safety  management  up to the local level.  Further,  emergency  management 
plans  are  being reviewed and updated  regularly.  Moreover,  contractors` 
adherence  to  Company`s QHSE Policy is also assured through  regular  site 
visits  and external audits. Contract employees are subjected  to  training 
programs  like  safety induction, defensive  driving,  Personal  Protective 
Equipment Policy etc. Regular site visits ensure the enhancement of  safety 
culture which has also ensured the safe commissioning of the new  projects. 
To  achieve  the highest quality of safety systems, the Company  has  moved 
towards international recognition with the corporate membership of  British 
Safety  Council.  The  Company is proud to maintain  its  target  of  `zero 
accident` year with full commitment of its employees and management.

The   Company  is  re-certified  to  Integrated  Management  Systems   (ISO 
9001:2008,  ISO  14001:2004  & OHSAS 18001:2007) with  validity  till  30th 
October  2014.  Effectiveness  of these  certifications  is  being  assured 
through planned audits of the system. Continuous improvement is visible  in 
various O&M systems. Predictive maintenance schedules are being adhered  to 
with  the  updating of records. Emergency response plans are updated  as  a 
part of routine function and their respective effectiveness is verified  by 
regular mock drills as per intervals identified by respective work bases.

To further enhance the benchmark of Safety Management Systems, your Company 
was  audited by British Safety Council for Five Star Safety Audit.  British 
Safety  Council  has  awarded Four Star rating to  O&M  division  after  an 
extensive  evaluation  by  the auditor from British  Safety  Council.  Your 
Company   has  also bagged International Safety award for 2012  by  British 
Safety  Council for its HSE performance in 2011. Besides, your Company  has 
received  Certification of Appreciation in 2011 by Gujarat  Safety  Council 
for its HSE performance in 2010.

FIXED DEPOSITS

During  the year, the Company has not accepted any Fixed Deposits from  the 
public.

CORPORATE SOCIAL RESPONSIBILITY

During  the  year,  the  Company focused on  CSR  initiatives,  mainly  for 
promoting  use  of  environment  friendly  fuel,  creating  awareness   for 
conservation of energy, promotion of educational activities, etc.

DIRECTORS

Since  last  Directors`  Report,  Shri Atanu Chakraborty,  IAS,  Shri  M  M 
Srivastava, IAS (Retd.), Shri J K Jain and Shri Suresh Mathur ceased to  be 
the  Directors  of the Company. Your Directors wish to place on  record  an 
appreciation  of  the  services rendered by them as the  Directors  of  the 
Company.

Pursuant to the provisions of Section 256 of the Companies Act, 1956,  Shri 
N K Mitra, Director of the Company shall retire by rotation at the  ensuing 
Annual   General   Meeting   and  being  eligible,   offers   himself   for 
reappointment.

A  brief resume of the Director retiring by rotation at the ensuing  Annual 
General  Meeting, nature of his expertise in specific functional areas  and 
details   regarding   the  companies  in  which  he   holds   directorship, 
membership/chairmanship  of  committees  of  the Board  are  given  in  the 
Corporate Governance Report forming part of this Directors` Report.

STATUTORY AND C&AG AUDIT

As  your  Company  is  a Government Company,  the  Statutory  Auditors  are 
appointed   by  the  Comptroller  &  Auditor  General  of   India   (C&AG). 
Accordingly,  the C&AG has appointed M/s P Singhvi & Associates,  Chartered 
Accountants  as  Statutory Auditors of the Company for the  Financial  Year 
2011-12. C&AG has given Nil comment report for the Financial Year  2011-12. 
The Nil comment Report is enclosed herewith as Annexure-V.

COST AUDITORS

Your  Company is required to carry out Cost Audit for "Gas  Transportation" 
business  as well as "Generation of Electricity Through Windmill"  business 
from the Financial Year 2011-12 onwards pursuant to notification no. G.S.R. 
870(E)  & 871(E) dated 7th December, 2011 of Ministry of Corporate  Affairs 
under  Section  209(1)(d) & 233B of the Companies Act,  1956.  Accordingly, 
your  Company  has  appointed  M/s R K Patel &  Co.  as  Cost  Auditor  for 
Financial Year 2011-12 for the said businesses and the necessary Report  in 
the prescribed form shall be submitted to MCA within stipulated time period 
in accordance with the applicable Cost Audit Rules.

AUDIT COMMITTEE

Audit  Committee  of Directors of the Company at its Meeting held  on  24th 
May, 2012 approved the Annual Accounts for the Financial Year ended on 31st 
March, 2012 and recommended the same for approval of the Board.

DIRECTORS` RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, 
the  Directors  hereby confirm that, 

(i)  in  the  preparation of the Annual Accounts for the  year  ended  31st 
March, 2012, the applicable accounting standards read with requirements set 
out  under  revised  Schedule  VI to the Companies  Act,  1956,  have  been 
followed along with proper explanation relating to material departures.

(ii)  accounting  policies  are  selected  and  applied  consistently   and 
judgments and estimates are reasonable and prudent so as to give a true and 
fair  view  of  the  state of affairs of the Company  at  the  end  of  the 
financial year and of profit of the Company for that period.

(iii) proper and sufficient care for the maintenance of adequate accounting 
records  in accordance with the provisions of the Companies Act,  1956  for 
safeguarding  the  assets of the Company and for preventing  and  detecting 
fraud and other irregularities is taken.

(iv) the Annual Accounts are prepared on a going concern basis. 

MANAGEMENT DISCUSSION & ANALYSIS

This  Annual  Report  contains  a  separate  section  (Annexure-I)  on  the 
Management  Discussion  and Analysis, which forms part of  this  Directors` 
Report.

CORPORATE GOVERNANCE

Corporate  Governance denotes the framework for companies to conduct  their 
business  in an ethical and responsible manner. It is determined  primarily 
by  the approach that a company has towards its stakeholders as well as  to 
the  environment  in  which  it operates. It  stems  from  the  belief  and 
realization that corporate citizenship has a set of responsibilities, which 
must be fulfilled for a company to progress and succeed over the long term.

The Company believes that good governance alone can deliver continuous good 
business  performance. A Report on Corporate Governance as  required  under 
Clause  49  of  the Listing Agreement is incorporated as  a  part  of  this 
Directors`  Report  (Annexure  -  II).  A  Compliance  Certificate  by  the 
Practicing Company Secretary is also attached to this Directors` Report.

GSPL EMPLOYEES STOCK OPTION PLAN ("ESOP")

The  Company  has instituted the following ESOP Schemes  as  incentives  to 
attract, retain and reward the employees, and to enable them to participate 
in the future growth and success of the Company.

1. GSPL Employees Stock Option Plan - 2005 (ESOP - 2005).

2. GSPL Employees Stock Option Plan - 2010 (ESOP - 2010).

Under  the  said  ESOPs, each such Option has conferred a  right  upon  the 
employee  to  apply  for  one  Equity  Share  of  the  Company.   Statutory 
disclosures regarding ESOP - 2005 and ESOP - 2010 are enclosed as Annexure-
III & IV respectively to this Directors` Report.

PARTICULARS OF EMPLOYEES

During  the  year  under  review,  none  of  the  employees  were   drawing 
remuneration,  which  require  disclosure under Section  217  (2A)  of  the 
Companies  Act,  1956, read with the Companies (Particulars  of  Employees) 
Rules, 1975.

CONSERVATION  OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN  EXCHANGE  EARNINGS 
AND OUTGO

Conservation of Energy

During the period under review, there is no consumption of energy requiring 
disclosure.

Technology Absorption

The  Company  has  not imported any technology. However,  the  Company  has 
engaged  consultants/advisors  of international repute  to  make  available 
latest technology for project implementation.

Foreign Exchange Earnings & Outgo

The  Company has incurred Expenditure in Foreign Exchange to the extent  of 
Rs.  1093.04 Lacs during the year under review. Foreign  Exchange  Earnings 
during the year were NIL.

ACKNOWLEDGEMENTS

The  Directors  appreciate the continued support received from  the  valued 
customers  and  look forward to this mutually  supportive  relationship  in 
future.

The  Directors place on record their appreciation of the valuable  services 
rendered  by  the  employees of the Company at all  levels,  without  whose 
contribution  the excellent performance of the Company would not have  been 
possible.

The  Directors  are  extremely grateful for all the support  given  by  the 
Government  of  Gujarat at all levels. Their  guidance,  encouragement  and 
moral  support has enabled the Company to expand the pipeline network in  a 
professional manner. 

The Directors also wish to place on record the sincere thanks to PNGRB  and 
other regulatory authorities at Central and State level for the  continuous 
support extended to the Company.

The  Directors  place  on record their sincere  thanks  to  the  Promoters, 
Shareholders  and Lenders for their valuable support, trust and  confidence 
reposed in the Company.

For and on behalf of the Board of Directors,

A K Joti, IAS
Chairman

Place: Gandhinagar
Date : 9th August, 2012

Annexure - I

Management  Discussion and Analysis forming part of the  Directors`  Report 
for the year ended on 31st March, 2012

A. INDUSTRY OVERVIEW

The  role  of  energy in economic development cannot  be  underplayed.  The 
recently published BP Energy Outlook 2030 claims that the pace and scale of 
development in India and China will play a major role in shaping the global 
outlook  (on  energy). The Report claims that by the year 2030,  China  and 
India  will  be the world`s largest and 3rd largest  economies  and  energy 
consumers,  jointly accounting for about 35% of global population, GDP  and 
energy  demand. As per IEA in its presentation at 7th Asia Gas  Partnership 
Summit  2012, the global energy demand will increase by one-third from  the 
year  2010 to the year 2035, with China & India accounting for 50%  of  the 
growth.

India`s  economy  grew at an average rate of 8.4% p.a.  while  the  primary 
energy consumption grew at an average rate of over 7.6% from the year  2006 
to  the  year 2010 (Source: BP Statistical Review of  World  Energy,  June, 
2011).  Experts believe that this economic expansion, coupled with  India`s 
billion-plus  population,  will  trigger  soaring  energy  demand.  India`s 
indigenous sources of energy are woefully insufficient to meet this demand. 

As  a  result,  the Country is heavily  dependent  on  overseas  resources. 
Presently, with India`s Reserve to Production (R/P) ratio of 30 years about 
three-fourth  of  current oil consumption comes from overseas  (Source:  BP 
Statistical Review of World Energy, June 2011 & MOP&NG). In the year  2030, 
coal  and  natural gas are expected to comprise more than half  of  India`s 
energy mix (Source: BP Energy Outlook 2030). 

Currently, the Indian gas  market can be characterized by nervousness. This 
nervousness  stems  chiefly  from  two prime areas  of  concern  which  are 
availability  of gas and regulations. Gas from indigenous sources has  been 
declining.  Last year, India witnessed a severe decline in production  from 
even  the  `prolific`  KG  D6 field of RIL not  to  mention  the  declining 
production  in fields of ONGC and OIL. Even though there are several  other 
domestic  discoveries,  including  that  of GSPC  in  KG  Basin,   due  for 
commercial  production  in the coming few years, the importance of  LNG  to 
meet India`s growing energy requirement needs to be accentuated.

LNG: INDISPENSABLE TO ENERGY SECURITY

In   today`s   scenario,  import  of  natural  gas   and   development   of 
infrastructure  required for the same are two issues of utmost  importance. 
While  Petronet LNG Ltd. (PLL) and Hazira LNG Pvt. Ltd. (HLPL), the only  2 
operating  LNG  terminals in India are in the process  of  expanding  their 
capacities,  new  terminals  at Kochi,  Dabhol,  Ennore,  Mundra,  Pipavav, 
Gangavaram,  and Kakinada would add significant LNG Import capacity in  the 
upcoming  decade.  It  is expected that by the year  2020  the  LNG  Import 
capacity  of  India  shall grow from existing 13.7 MMTPA to  more  than  50 
MMTPA.

Your  Company also recognizes the importance of LNG import  infrastructure. 
Gujarat`s well-developed gas market owing to, inter alia, the existence  of 
2  LNG  import  terminals  and  a  well  integrated  gas  pipeline  network 
(belonging to your Company) across the State is a case in point.

B. REGULATORY FRAMEWORK

Government of India ("GOI") in May 2006 enacted the Petroleum & Natural Gas 
Regulatory  Board  Act,  2006 with a primary objective  of  protecting  the 
interest  of  consumers  and entities engaged in  specified  activities  to 
ensure  uninterrupted and adequate supply of petroleum, petroleum  products 
and natural gas in all parts of the Country and promote competitive markets 
in Oil and Gas sector of India.

However,  in  recent times, there have been growing concerns owing  to  the 
numerous litigations that PNGRB has been facing, cancellation of CGD rounds 
and no new CGD licenses being awarded.

C. OPPORTUNITIES AND CHALLENGES

One of the key consuming sectors of natural gas today in India is the  City 
Gas  Distribution  (CGD)  segment. Ensuring availability of  gas  to  SMEs, 
transport,  commercial and residential segments of CGD shall not only  lead 
to  increased  usage of efficient and environment friendly  fuel  to  these 
segments  but  shall also reduce the burden on Government  coffers  as  gas 
would primarily be replacing fuels like Petrol, Diesel and LPG. 

CRISIL in its Report on Indian Gas Market Assessment (March 2011) indicates 
that demand from CGD segment is expected to foresee a significant growth in 
the  future.  Rising level of urbanization coupled with  awareness  amongst 
consumers  of  usage  benefits of natural gas shall  continue  to  lead  to 
increased interests by developers in CGD network development. However, your 
Company  believes  that  a  conducive regulatory  framework  will  be  very 
essential to retain the interest of developers in this segment. 

The  CGD  segment,  owing to its socio-economic dimension  and  its  direct 
impact on economic growth, provides several opportunities to developers and 
your  Company also recognizes the importance of this segment. Your  Company 
believes  that  once PNGRB commences Geographical Area (GA)  bidding,  this 
segment  will offer vast business opportunities as gas price  affordability 
of CGD segment is relatively higher than Power & Fertilizer segment.

Your Company has invested in CGD business. The combined growth achieved  by 
the  two  group  companies in CGD segment, namely GSPC  Gas  Co.  Ltd.  and 
Sabarmati Gas Ltd., is a testimony to the same.

It  is  noteworthy  to mention that GSPC Gas Co. Ltd. is  the  largest  CGD 
Company  in the Country selling more than 4.0 MMSCMD of gas to around  1547 
industrial customers, more than 3.3 Lacs households, around 1228  customers 
in commercial segment and 135 CNG stations spread across Gujarat.

Further,  Sabarmati  Gas  Ltd. is selling more than 0.8 MMSCMD  of  gas  to 
around 204 industrial customers, more than 0.6 Lacs households, around  320 
customers in commercial segment and 23 CNG stations in the State.

Your  Company believes that development of three Pan-India Pipelines  would 
lead to emergence of latent demand in States like Madhya Pradesh,  Haryana, 
Punjab and Rajasthan. Along with the growth in demand for natural gas, your 
Company would also focus on facilitating development of infrastructure  for 
import of LNG.

Your  Company  provides  gas transmission  service  to  various  customers, 
through  the  infrastructure it has developed, thereby enabling  access  to 
gas. Currently, the situation in India is such that the demand  aggregators 
are facing hurdles in importing LNG due to lack of adequate  infrastructure 
for   unloading,   storage  and  re-gasification  of  LNG   imported   from 
International Market. 

VALUE CHAIN INTEGRATION FOR EFFECTIVE CAPACITY UTILIZATION

For  importing  gas,  users  would have to gain  access  to  two  important 
capacities,  i.e.  capacity  in re-gasification terminal  and  capacity  in 
transmission  pipeline.  In consonance with its role of  an  infrastructure 
providing company, it is equally important for your Company to develop  CGD 
infrastructure,  which  is a critical downstream customer segment  for  the 
Company,  develop/facilitate  access to LNG unloading,  re-gasification  as 
well  as  storage infrastructure. As critical as it is for  your  Company`s 
shippers  to  gain access to such re-gasification capacity, it  is  equally 
necessary for your Company to ensure access to such capacities in order  to 
effectively utilize the capacity of its pipelines.

It  is  on this same premise that your Company has  been  participating  in 
synergistic  business activities through equity participation in  Companies 
like  GSPC Gas Company Limited and Sabarmati Gas Limited, which are in  the 
CGD  business and companies like GSPC LNG Limited, which is developing  LNG 
terminal  at Mundra. Your Company would continue to support  such  business 
activities in future as well.  By promoting/developing such regassification 
capacity,  your Company will play the role of an integrated  infrastructure 
provider acting as an energy channel between sources and gas consumers.

D. OPERATIONS AND FUTURE OUTLOOK

Your  Company  owns and operates the largest gas  transmission  network  in 
Gujarat  totaling  to  approx 2065 Kms. The gas grid  of  the  Company  has 
reached  to  18  out  of 26 districts in Gujarat.  Your  Company  has  been 
successful  in reaching remote industrial/coastal areas of Gujarat  thereby 
enabling  supply  of  natural gas to all  major  industries  spread  across 
regions  in the State. The Company is working on future expansion  projects 
based on the demand in various regions around the gas grid.

Further,  your  Company  is  focusing on  development  of  three  Pan-India 
Pipelines  namely  Mallavaram  - Bhopal -  Bhilwara  -  Vijaipur  Pipeline, 
Mehsana  -  Bhatinda  Pipeline and Bhatinda - Jammu  -  Srinagar  Pipeline. 
Currently,  your Company along with its Joint Venture partners, IOCL,  BPCL 
and  HPCL,  has executed Joint Venture Agreements and  formed  two  Special 
Purpose Vehicle for development of these Cross Country Pipelines.

One of the Special Purpose Vehicle namely, GSPL India Gasnet Limited, shall 
implement  the Mehsana - Bhatinda Pipeline and Bhatinda - Jammu -  Srinagar 
Pipeline, while another Special Purpose Vehicle, GSPL India Transco Limited 
shall implement the Mallavaram - Bhopal - Bhilwara - Vijaipur Pipeline.

Your  Company has achieved Financial Closure for the aforesaid three  Cross 
Country Pipeline Projects. 

Your  Company  expects  that  by 2014-15,  these  new  pipelines  shall  be 
commissioned and shall act as the new growth engine for your Company. These 
Pipelines will be in a position to serve several cities/markets in 8 States 
of the Country. With significant volume of the supplies coming in from  LNG 
receiving  terminals in Gujarat, the utilization of your Company`s  Gujarat 
grid shall also substantially improve.

In fact, your Company has been receiving a tremendous response and  support 
from  Government  agencies of States through which  these  Pipelines  shall 
traverse.  Availability of gas to these gas starved regions of India  shall 
ensure growth in industrial activity and significant economic  development. 
Considering  the  length and breadth of the Country  that  these  Pipelines 
shall cater to, it is expected that your Company shall scale new heights.

Along with ensuring timely implementation of these Pipeline Projects,  your 
Company  is  also  focusing  on  development  of  Pipelines  to   remaining 
industrial & coastal regions in Gujarat.

Further,  augmentation  of  existing Pipeline Network is  required  due  to 
increase in the gas demand and emergence of Inter-State Pipeline from  GSPL 
gas grid.

E. PERFORMANCE PROFILE

The  Company  continues  to expand its gas grid to reach  new  markets  and 
connect to new supply sources. 

The  infrastructure  put  up by the Company enabled the  flow  of  LNG  and 
domestic  gas  from  various sources including KG Basin  to  reach  various 
regions of Gujarat.

The  Company has managed to achieve fast track growth in a short period  of 
time  with  a  lean manpower strength on account of its  well  thought  out 
strategy  of  developing  major  Pipeline  Projects  on  EPC  (Engineering, 
Procurement and Construction) Model.

The  Company  transported  12430 MMSCM of natural gas during  the  year,  a 
marginal  decrease of 4% over last year`s volumes transportation  of  13005 
MMSCM.

Such decrease in volume may be attributed to decline in gas production from 
RIL`s  D6 fields which could not be fully replaced by LNG due  to  economic 
reasons and poor demand from Power Sector.

Income  from transportation of gas for the year was Rs. 1076.46  crore,  an 
increase of 5% over last year`s figure of Rs. 1025.21 crore. However, Gross 
Income was increaseed by 10%. 

Profit After Tax for the year was Rs. 522.06 crore as compared to Rs.506.38 
crore in the Previous Year, recording an increase of 3%.

The  Net  Worth  of the Company has increased from  Rs.  2006.33  crore  to 
Rs.2466.68 crore as compared to Previous Year. During the year, Gross Block 
of Assets increased from Rs. 4193.53 crore to Rs. 4322.46 crore.

The Company continues to have a healthy Debt Equity Ratio of less than 1.

Wind Power Project

Your  Company  believes that renewable energy sources  can  offer  enormous 
economic,  social  and  environmental benefits and India  has  the  highest 
potential  for  effective  use of the renewable energy  sources  like  Wind 
Power.

Considering  the  cost benefit which a Wind Power Project can  offer,  your 
Company  ventured into and has successfully completed commissioning of  the 
Wind Power Project of 52.5 MW at Maliya Miyana, Rajkot and Gorsar - Adodar, 
Porbandar  in  the State of Gujarat. The Company  has  generated  109144509 
Units  of  power  from the same which resulted in  the  revenue  of  approx 
Rs.38.86 crore in the year.

F. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS

The  Company  has a well-defined risk management framework.  The  Board  of 
Directors  of the Company has adopted a risk management policy and  put  in 
place a framework for reviewing the major risks. The Company is focusing on 
development  of a "risk culture" that encourages all employees to  identify 
risks  and associated opportunities  and to respond to them with  effective 
actions.

The  Company  has  a  proper  and  adequate  system  of  internal  controls 
commensurate  with  its  size of operations and  nature  of  business.  The 
Company`s  internal control systems are further supplemented  by  extensive 
programs  of  audits,  i.e.  internal audit  (by  an  independent  firm  of 
Chartered  Accountants),  proprietary audit by the  Comptroller  &  Auditor 
General of India (C&AG) and statutory audit by Statutory Auditors appointed 
by the Comptroller & Auditor General of India (C&AG). The internal  control 
system  is  designed to ensure that all financials and  other  records  are 
reliable  for  preparing  financial  statements  and  other  data  and  for 
maintaining   accountability  of  assets  and  compliance  with   statutory 
requirements.  The Company has mapped a number of business processes on  to 
SAP   system,   thereby  leading  to  significant   improved   controls   & 
transparency.

G. HUMAN RESOURCES

During the year, the Company did not experience any strikes or lockouts.

The  increasing  human capital aspirations are a major  challenge  for  the 
Company.  In order to remain competitive it is imperative that Company  has 
to hire and retain sufficient number of skilled talent so as to  strengthen 
its technical and project management skills.

The  Company employed 195 employees as on 31st March, 2012 (Previous  Year: 
162 employees).

The  Company believes that training and personnel development is  of  vital 
importance to create a climate where people maximize their technical skills 
and inner potential which can help the Company in capitalizing the emerging 
business   opportunities  through  their  involvement.  During  the   year, 
employees were sent for various training programs and seminars in line with 
the Annual Training Calendar to enhance employee skills/knowledge. 

The  Company  has  in  place an attractive  policy  of  performance  linked 
incentive  to  encourage and reward employee performance. The  Company  has 
managed to achieve substantial growth with a lean organization structure.

Forward looking Statements:

This  Annual  Report  contains forward-looking  statements,  which  may  be 
identified by words like will, believes, plans, expects,  intends,estimates 
or other words of similar meaning. All statements that address expectations 
or  projections about the future, including but not limited  to  statements 
about  the Company`s strategy for growth and market position  are  forward-
looking  statements.  Forward-looking  statements  are  based  on   certain 
assumptions  and  expectations  of  future  events.  The  Company  can  not 
guarantee  that  the assumptions and expectations are accurate or  will  be 
realized.  The Company`s actual results, performance or achievements  could 
differ  materially  from  those  projected  in  any  such  forward  looking 
statements.  The  Company  assumes no responsibility to  amend,  modify  or 
revise  any  forward  looking statements, on the basis  of  any  subsequent 
developments, information or event.
 
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