Annual Reports - Indraprastha Gas Limited

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BRIEF RESUME OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT 1. Shri Rajesh Vedvyas Shri Rajesh Vedvyas, aged 55 years, joined the Company on July 29, 2008. He is an Electronics & Communication Engineer from Punjab Engineering College, Chandigarh. He was Zonal Head of GAIL (India) Ltd. at Hyderabad prior to joining IGL. Shri Vedvyas had worked in Projects, Marketing and Operations during his 23 years of service in GAIL. Prior to joining GAIL in 1985, he had worked for more than 8 years in Indian Oil Corporation. He has a rich and diverse experience of 31 years in oil & gas sector. 2. Shri S. S. Dalal Shri S. S. Dalal, aged 51 years, is the Vice-Chairman of IL & FS Investment Managers Limited. He is Management Graduate with over 26 years of experience. His areas of expertise includes project finance, marketing, credit evaluation, raising of resources etc. 3. Shri B.C. Tripathi Shri B. C. Tripathi, aged 49 years is Director (Marketing) of GAIL (India) Limited. He is a Mechanical Engineer from NIT Allahabad, formerly known as Moti Lal Nehru Regional Engineering College, Allahabad. He joined GAIL during its inception in 1984 and has over 25 years experience in the Gas Sector. Prior to joining GAIL he had worked in ONGC. 4. Shri R. K. Verma Shri R. K. Verma, aged 50 years, is a senior IAS officer of 1984 batch, presently holding position of Secretary-cum- Commissioner (Transport), Government of NCT of Delhi. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND LAST ANNUAL GENERAL MEETING: During the Financial Year ended March 31, 2009, four Board meetings were held on June 18, 2008, July 22, 2008, October 24, 2008 and January 30, 2009. The last Annual General Meeting was held on July 22, 2008. The attendance of each Director at Board Meetings and the last Annual General Meeting was as under: Name of the Directors No. of Meetings Attendance Attendance at Last Attended (% thereof)* AGM Dr. U. D. Choubey ** 3 75 Present Shri S. Radhakrishnan *** 4 100 Present Shri Om Narayan # 2 100 Present Shri Rajesh Vedvyas ## 2 100 Not Applicable Shri Manmohan Singh 4 100 Present Shri S. S. Dalal 3 75 Present Shri S. S. Rao 4 100 Present Shri R. K. Verma Nil Nil Absent Shri B. C. Tripathi ### - - Not Applicable * Percentage computed by considering the meetings attended with the total meetings held during their tenure. ** Dr. U.D. Choubey ceased to be a Director w.e.f February 1, 2009. *** Shri S. Radhakrishnan appointed as Chairman of Board of Directors of the Company w.e.f. January 14, 2009. # Shri Om Narayan ceased to be a Director w.e.f. July 29, 2008. ## Shri Rajesh Vedvyas appointed as Managing Director w.e.f. July 29, 2008. ### Shri B.C. Tripathi appointed as Additional Director w.e.f. February 1, 2009. 14
CODE OF CONDUCT The Board of Directors has laid down a Code of Conduct, which is applicable to all Directors and Senior Management of the Company. The Code has also been posted on the website of the Company. All Board Members and Senior Management Executives have affirmed compliance with the Code of Conduct. The declaration signed by the CEO affirming compliance to the Code by the Board of Directors and the Senior Management has been placed as an annexure to the Report. III. AUDIT COMMITTEE COMPOSITION: The Audit Committee comprises of three Directors of which all are Non-Executive and two are Independent Directors. The Chairman of the Committee is a Non-Executive Independent Director. All Members of the Committee have good financial and accounting knowledge. The Managing Director, Director (Commercial), Statutory Auditors and Internal Auditors are invitees to the Audit Committee Meetings. The Company Secretary acts as a Secretary to the Committee. The minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meeting. The constitution of the Audit Committee as on 31 st March 2009: - 1) Shri S. S. Dalal : Chairman, Independent, Non-Executive. 2) Shri S. S. Rao : Member, Independent, Non-Executive. 3) Shri B. C. Tripathi : Member, Non-Executive. SCOPE & FUNCTIONS OF AUDIT COMMITTEE: The Term of Reference of Audit Committee includes overseeing the audit functions, review of Company’s financial performance, review critical findings of Internal Audit, compliance with the Accounting Standards & all other matters specified under Clause 49 of the Listing Agreement with the Stock Exchanges and in Section 292A of the Companies Act, 1956. MEETINGS AND ATTENDANCE: During the financial year ended March 31, 2009, five Audit Committee Meetings were held on June 18, 2008, July 22, 2008, October 24, 2008, January 30, 2009 and March 30, 2009. The attendance of Audit Committee Members was as under: - Name of the Member No. of Meetings Attended Shri S. S. Dalal 4 Shri S. S. Rao 5 Shri S. Radhakrishnan * 4 Shri B.C. Tripathi ** Nil * Shri S. Radhakrishnan ceased to be a member w.e.f. 1 st February 2009 ** Shri B.C. Tripathi appointed as a member w.e.f. 1 st February 2009 IV. REMUNERATION / SITTING FEES PAID TO DIRECTORS (a) Executive Directors: The Managing Director and Director (Commercial) are nominated by GAIL (India) Ltd. and BPCL respectively and the terms and conditions of their appointment including remuneration are advised by their parent organizations. 15
Page 3 and 4: BOARD OF DIRECTORS Shri B.C. Tripat
Page 5 and 6: Shri Murli Deora, Hon’ble Union M
Page 7 and 8: Smt Pratibha Devi Singh Patil, Hon
Page 9 and 10: Companies (Disclosure of Particular
Page 11 and 12: Dr. U.D. Choubey, Chairman & Managi
Page 13 and 14: FORM-B EFFORTS MADE IN TECHNOLOGY A
Page 15: REPORT ON CORPORATE GOVERNANCE I. C
Page 19 and 20: DETAILS OF SHAREHOLDERS’ COMPLAIN
Page 21 and 22: AT NATIONAL STOCK EXCHANGE (NSE) MO
Page 23 and 24: NON-MANDATORY REQUIREMENTS (1) CHAI
Page 25 and 26: MANAGEMENT DISCUSSION AND ANALYSIS
Page 27 and 28: Earnings per share Earnings per sha
Page 29 and 30: ANNEXURE TO THE AUDITORS’ REPORT
Page 31 and 32: 11. Based on our examination of the
Page 33 and 34: BALANCE SHEET AS AT MARCH 31, 2009
Page 35 and 36: PROFIT AND LOSS ACCOUNT FOR THE YEA
Page 37 and 38: CASH FLOW STATEMENT FOR THE YEAR EN
Page 39 and 40: SCHEDULES FORMING PART OF THE ACCOU
Page 47 and 48: 2.4 Depreciation and amortization (
Page 49 and 50: 4. Estimated amount of contracts re
Page 51 and 52: c) Value of imported and indigenous
Page 53 and 54: D. Balance Sheet Reconciliation 51

Annual Reports - Indraprastha Gas Limited

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