Indraprastha Gas Ltd Directors Report.

To

The Members

Your Directors have pleasure in presenting the Twentieth Annual Report and the Companys 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, Honble Union Minister for Petroleum & Natural Gas and Steel, launching the Digital Customer Initiatives of Indraprastha Gas Limited in the presence of Shri B.C. Tripathi, then Chairman & Managing Director, GAIL (India) Limited; Shri Satpal Garg, Member, Petroleum and Natural Gas Regulatory Board (PNGRB) and Shri E.S. Ranganathan, Managing Director, Indraprastha Gas Limited.

Financial Results

The Companys financial performance for the year ended March 31, 2019 is summarised below:

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 in 2017-18 to Rs. 6336.66 Crores in 2018-19 showing an increase of 26.89%.

Shri B.C. Tripathi, then Chairman & Managing Director, GAIL (India) Limited inaugurating CGD pavilion at PETROTECH 2019 in the presence of Shri Gajendra Singh, Director (Marketing), GAIL (India) Limited & Chairman, Indraprastha Gas Limited; Shri E.S. Ranganathan, Managing Director, Indraprastha Gas Limited; and senior officials from GAIL and IGL.

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

The Company has prepared the Consolidated Financial Statements also which includes the Companys share of profit in its Associates combined on an equity method in accordance with IndAS 28 - "Investment in Associates and Joint Ventures". The consolidated PAT 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). The proposed 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 available on 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 new milestone by setting up 500th CNG station in FY 2018-19. The Company was catering to 10.7 Lakhs 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 owning agencies. This would facilitate increase in number of CNG stations to provide comfortable fuelling experience to its customers.

The Company had introduced prepaid card for its CNG customers in order to promote digital payments. Till now more than 70,000 cards are under circulation catering to 100,000 vehicles. The Company has tied up with taxi aggregator companies like Meru, Burdy cab, Yorker cab, etc. to further promote the pre-paid cards.

Company has conducted joint promotion activities with Ford and Hyundai at the CNG stations. Due to constant follow up with the car manufacturers, they have launched Company fitted CNG variants, which are becoming very popular among the customers and thus boosting the 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 than 2.10 Lakh new connections were provided which is the highest number of connections in a single financial year in the history of the Company. In order to create the PNG awareness further amongst target customers, a successful integrated campaign was run during the year.

Your Company increased its steel pipeline network from 919 kms in FY 2017-18 to 1006 kms in FY 2018-19 and its MDPE network from 10,754 kms to 12,022 kms in FY 2018-19.

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

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

Your Company has customer centric approach and believes in providing best quality services to its customers. During the year, the Company strengthened its Customer Relationship Management (CRM) and other IT applications to provide better services to its customers. Special focus has been made to strengthen the meter reading & billing process, 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. Your Company achieved a growth of around 27% in sales volume in Industrial segment & around 13% in Commercial segment during Financial Year 2018-19. In terms of number of customers, the industrial customer base increased from 1224 in March, 2018 to 1770 in March, 2019 and Commercial customer base increased from 2,205 in March, 2018 to 2,506 in March, 2019.

In Delhi, Delhi Pollution Control Committee (DPCC) has banned all other industrial fuels except PNG and has advised all industrial customers (wherever PNG is available) to switch over to PNG. Your Company has efficiently co-ordinated to implement the mandate given by DPCC by facilitating industrial customers for smooth switchover to PNG supply. In order to curb down air-pollution levels and to increase natural gas volumes, your Company has 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 Honble Supreme Court, PNG is emerging as the key energy source for Commercial & Industrial users, offering immense 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 and Unnao in Uttar Pradesh. Your Company holds 50% of the paid-up equity share capital of CUGL.

CUGL achieved a gross turnover of Rs. 328.03 Crores and Profit After Tax of Rs. 52.11 Crores 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, Talegaon and Hinjewadi in the State of Maharashtra. Your Company holds 50% of paid-up equity share capital of MNGL.

MNGL achieved a gross turnover of Rs. 909.84 Crores and Profit After Tax of Rs. 142.65 Crores for the financial year ended March 31, 2019.

The statement containing the salient features of the financial statements of Companys Associates pursuant to the first proviso to sub-section (3) of Section 129, is appended as Annexure 1 to this Report.

Future Outlook

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

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

Sadhvi Niranjan Jyoti, then Honble Union Minister of State for Food Processing Industries and Member of Parliament from Fatehpur announcing laying of CGD infrastructure by IGL in Fatehpur, Hamirpur & uncovered parts of Kanpur in the presence of Shri E.S. Ranganathan, Managing Director, Indraprastha Gas Limited; senior officials from district administration and media persons.

In recent past, the Company has received authorizations from PNGRB for development of CGD network in the three new Geographical Areas viz. Kanpur (except areas already authorized), 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 CGD infrastructure by IGL in Kaithal in the presence of Shri Satpal Garg, Member, Petroleum and Natural Gas Regulatory Board (PNGRB); Shri E.S. Ranganathan, Managing Director, Indraprastha Gas Limited, senior officials from IGL, district administration and media persons.

The Company was also permitted to takeover the CGD Activities in entire Gurugram district from Haryana City Gas Distribution Pvt. Ltd. The valuation process is sub-judice in the Honble 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 volume in all segments of Companys business.

It is expected that price differential of CNG and liquid fuel will continue to drive the conversion of petrol driven private vehicles to CNG mode. DTC has plans to add 1000 new CNG buses which would add to CNG sales of the Company. With the spread of CNG in new geographical 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 by MoPNG.

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

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

Your Company has also entered into various Memorandum of Understandings (MoUs) with various parties for setting up of LNG/LCNG stations, conversion of diesel gensets into gas gensets and providing charging facilities for electrical vehicles at CNG stations. All these 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 and delivering world class services to its customers through latest technology enabled service platform and IT infrastructure. Your Company has added a plethora of service options in the existing customer app – IGL CONNECT with a new and refreshing user interface, advanced features including refer & win scheme and self-billing facility etc. to ensures hassle free and convenient billing and also reducing the manual efforts of meter reader. Your Company has also introduced spot billing facility to optimize the meter reading and billing process conveniently and concurrently on the spot at customers location by meter reader.

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

In the CNG segment, your Company has explored ways to overcome problem of long queues at CNG station and went ahead with implementing an app based CNG queue management solution, which is available to customers on IGL CONNECT App. Customers can not only utilize this app for locating nearest CNG station but can also choose the station with minimum waiting time which is displayed against each of these stations. Your Company has developed 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 activities requiring clearance from F&S.

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

The Company has strengthened its core IT infrastructure which includes implementing CISCOs DNS solution as a measure of strengthening web security. Your Company has also migrated its existing disaster location site from tier-3 data centre in Pune to CtrlS data centre in Bangalore which is tier 4 data centre along with conducting a successful data recovery drill.

Your Company has also enhanced and extended the existing

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

Human Resources

The Company realizes that the challenges of the future can be best met with competent and motivated human resources. The Company is taking various HR initiatives to add value to 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 make them more competitive and aligned with industry practices. Organization transformation initiative is also underway.

Learning and development of employees form an integral part of the Companys Policy towards accomplishing organizational goal. During the year, our employees were provided trainings viz. Executive Diploma in Project Management (EDPM) and Team Building Exercises.

During the year, employees were encouraged to participate in various sports events viz IGL Cricket Tournament, Delhi Half Marathon, Cyclothan Events, Yoga Sessions, Brahmakumari Workshop to take care of employees health & fitness.

The Company also inducted various young professionals at entry level as well as junior management level to infuse talent in the professional arena. The comprehensive class room as well as on-site Induction Training has also been imparted to new GETs. In addition, GETs 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 growth path.

Health Safety and Environment (HSE)

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

IGL has rolled out app based Safety Work Permit System for CNG and PNG sites which is first of its kind in any CGD companies and helps in improving real time monitoring of work sites. In line with Companys HSE policy, Safety Audits and other statutory compliances are done to ensure safety at all aspects of IGLs operations.

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

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

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

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

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

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

Corporate Social Responsibility

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

Your Company has strategically aligned many of its CSR activities to create value for the society. Your Company has identified health, education, empowerment of underprivileged and skill development as its major focus areas, on which most of the CSR programmes are targeted.

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

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

The Company has been supporting meritorious students from under-privileged strata of society for specialized coaching for engineering entrance examination, through a scheme run by an NGO for the last nine years. This year 25 meritorious underprivileged students were supported under this programme and all of them have been able to secure admission in reputed 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 Development programmes for unemployed youth, in the fields of gas plumbing and welding, by providing technical oriented quality training. Your Company has set up a Gas Plumbing Training Centre in a government run ITI and is running a special module for students to provide them specialised skills related to gas plumbing. Through other programmes being run by NGOs, your Company is also providing skill development training to several underprivileged youths to enhance employability in multiple fields such as gas plumbing, mobile phone hardware repair technician, CCTV installation technician, assistant beauty therapist, home appliances technician, automotive service technician & tailoring at Delhi, Ghaziabad and Rewari.

Your Company continues to be one of the stakeholders of Road Safety Cell of Delhi Traffic Police and actively supports all Road Safety Campaigns of Delhi Traffic Police.

The annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility 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 training programmes at New Delhi.

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

3. Asias best CSR Leadership Awards for categories of Women Empowerment and Innovation in CSR practices at Singapore.

4. CSR Times Awards 2018 organized at New Delhi.

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

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

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

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

Directors Responsibility Statement

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

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

Notes to Accounts and made judgments and estimates that 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 the profit of the Company for that period; iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. They have prepared the Annual Accounts for the Financial Year ended March 31, 2019 on a going concern basis; v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. They had devised proper systems to ensure compliance with the provisions of all applicable 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. September 24, 2018 due to his untimely demise. Shri Arun Kumar Singh, nominee of Bharat Petroleum Corporation 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 be Directors of the Company w.e.f. October 16, 2018.

Shri Gajendra Singh, nominee of Gail (India) Limited (GAIL), was appointed as Chairman w.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 the Company w.e.f. January 14, 2019. Shri S. Bairagi, nominee of GAIL ceased to be Director w.e.f. January 14, 2019.

Smt. Saroj Bala, Dr. A. K. Ambasht and Shri R. S. Sahoo were appointed as Additional and 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 Independent Directors 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. Sahoo, Shri R.N. Misra and Shri Deepak Mishra as Independent Directors of the Company are being placed before the shareholders for approval in the ensuing Annual General Meeting of the Company.

Shri Rajeev Verma, nominee of Government of NCT of Delhi, was appointed as an Additional Director of the Company w.e.f. June 21, 2019 in place of Smt Varsha Joshi who ceased 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 25, 2019 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 valuable contribution made by Shri S. Ramesh, Shri Arun Kumar Singh, Shri Rajiv Sikka, Shri S. Bairagi, Shri Santosh Kumar, Prof. V Ranganathan, Shri S. S. Rao, Shri Raghu Nayyar, Dr. Sudha Sharma and Smt. Varsha Joshi during their tenure as the Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided under section 149(6) of the 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 Company are 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 age, qualification, expertise, diversity in composition of Board and likely contribution to the Company while recommending the name of the Independent Directors.

The Board of Directors carried out the evaluation of every Director, Committees of Board 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 Corporate Governance and certificates regarding compliance of conditions of Corporate Governance are annexed as part of the Annual Report.

Remarks referred to in the Auditors Certificate on Corporate Governance 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.

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 the meaning 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 nor made 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 general reserve 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 the financial year ended March 31, 2019 and composition of Audit Committee are given in Corporate Governance Report.

Related Party Transactions

Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions 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 the Annual Report. One contract with GAIL qualify as material transactions under Listing Regulations, the same is being placed for shareholders approval in the ensuing Annual General Meeting (AGM).

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). During the financial year 2018-19, no complaint 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 also constituted Risk Management Committee w.e.f. April 1, 2019 as per the requirement of the Listing Regulations.

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

Vigil Mechanism

The Company has a Whistle Blower Policy as part of the vigil mechanism, which provides a platform to the employees, directors, vendors and suppliers of the Company to come forward and raise their genuine concerns without any fear of retaliation and victimization. The Company has engaged an independent third party service provider to manage the operations of the whistle-blower platform. The details of the Whistle Blower Policy are available on the website of the Company www.iglonline.net. Besides Whistle Blower Policy, the Company has also framed vigil mechanism under which the stakeholders can 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 for the financial year 2018-19.

As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has re-appointed M/s Ramanath Iyer & Co., New Delhi, Cost Accountants, as the Cost Auditors of the Company for the financial year 2019-20. The remuneration proposed to be paid to the Cost Auditors is subject to the ratification by the members at the ensuing Annual General Meeting of the Company.

Your Company is maintaining cost records as specified by the Central Government under Section 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 Secretarial Audit of the Company for the financial year 2018-19. The Report of Secretarial Auditor for the 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 Section 197(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 Annexure 4 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 letter dated July 31, 2019 has appointed M/s Walker Chandiok & Co. LLP, Chartered Accountants as 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 of M/s Walker Chandiok & Co. LLP, Chartered Accountants are self-explanatory and do not call for any further comments.

Review and Comments of CAG, on Standalone and Consolidated financial statements for the FY 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 the Companies Act, 2013 read with Rule (8) of the Companies (Accounts) Rules, 2014 is appended as

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 Authorities, Bankers, Media, Station Operators & their employees, contractors, vendors and suppliers.

The Directors place on record their deep appreciation towards IGLs valued customers for their continued patronage support and look forward to the continuance of this relationship in future also.

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

The Directors also sincerely acknowledge the contributions made by all the employees of IGL 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