nnual Report 2008-09

FUlUINSCKANOf. FIIFILLING COMMITMENTS.

nnual Report 2008-09

™ • . > • ll * . ;

INDRAPRASTHA GAS LfMITED

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Contents

Board of Directors

Directors' Report

Report on Corporate Governance

Management Discussion and Analysis

Auditors' Report

Balance Sheet

Profit and Loss Account

Cash Flow Statement

Schedules

Balance Sheet Abstract And Company'sGeneral Business Profile

L

1

2

13

23

26

30

32

34

36

52

Jj

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.prastha Gas Limited

BOARD OF DIRECTORS

Shri S. RadhakrishnanChairman

Shri Rajesh VedvyasManaging Director

Shri Manmohan SinghDirector (Commercial)

Shri B.C. TripathiDirector

Shri R.K. VermaDirector

Shri S.S. DalaiDirector

Shri S.S. RaoDirector

Bankers

State Bank of IndiaHDFC Bank LimitedSyndicate BankICICI Bank LimitedIDBI Bank LimitedKotak Mahindra Bank Ltd.

Auditors Registered Office

Chartered Accountants'"

.4, O*r*M|»%

Company Secretary

Shri S.K. Jain

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Indraprastha GasJJmjted

DIRECTORS' REPORT

To,

THE MEMBERS

Your Directors have pleasure in presenting the Tenth AnnualReport alongwith Audited Accounts of the Company for the

year ended March 31, 2009.

PHYSICAL PERFORMANCE

During the year, the Company recorded sales as under:

(Figures in SCM)

FINANCIAL RESULTS

(Rs. in Million)

Product

CompressedNatural Gas (CNG)

Piped Natural Gas(PNG)

Total

For the

2008-2009

605,255,608

54,257,774

659,513,382

Year

2007-2008

504,621,981

42,860,910

547,482,891

ITEMS

Net Sales & Other Income

Profit before Depreciation & Tax

Depreciation

Profit before tax

Provision for tax

Profit after tax

Profit brought forward from

previous year.

Profit available for appropriations

Appropriations:

Proposed dividend

Corporate dividend tax

Transferred to general reserve

Profit carried forward

For the Year

2008-2009 2007-2008

8789.91

3262.94

674.34

2588.60

863.86

1724.74

3835.43

5560.17

560.00

95.17

1 72.47

4732.53

5560.17

7294.16

3234.72

625.77

2608.95

864.40

1 744.55

2920.50

4665.05

560.00

95.17

1 74.45

3835.43

4665.05

The new look CNG Station of IGL with a new colour scheme inside IGI Airport premises.


ndraorastha Gas Limited

Shri Murli Deora, Hon'ble Union Minister of Petroleum & Natural Gas and Smt. Sheila Dikshit, Hon'ble Chief Minister of Delhi alongwithother dignitaries at the CNG Consumer Meet organised by IGL

FINANCIAL REVIEW

During the year gross turnover of the Company increased by

18.71 % from Rs.8169.27 million in year 2007-08 to Rs 9697.76

million in the year 2008-09. Profit after tax has been Rs.

1724.74 million in 2008-09 compared to Rs. 1744.55 million

in 2007-08. The profitability during the year was affected mainly

due to increase in input cost of gas. The Company had to pay

higher price as 'Overdrawal Charges' for gas drawn over and

above the allocated quantity to meet the requirement during

part of the year. Your Company has tied up for additional gas

to avoid 'Overdrawal Charges' and meet the growing demand

of CNG.

DIVIDEND

Your Directors are pleased to recommend dividend of 40 %

(Rs 4 per share) as paid in the last year. The proposed dividend

including corporate dividend tax would absorb Rs. 655.17

million.

PERFORMANCE HIGHLIGHTS

CNG BUSINESS:

Your Company further augmented its CNG distribution

infrastructure during the year. The total number of CNG

stations increased from 163 in March 2008 to 181 in March

2009, which included 79 mother stations, 52 online stations,

48 daughter booster stations and 2 daughter stations. The

installed compression capacity went up substantially from

20.76 Lakh Kg/day in March 2008 to 26.76 Lakh Kg/day in

March 2009.

The Company crossed the geographical boundaries of Delhi

for the first time to start online CNG dispensing in Noida and

Greater Noida by setting up 2 online CNG stations each in

both the towns.

The estimated number of vehicles running on CNG

in Delhi as on 31st March 2009 was more than

2,50,000 including 12,000 buses and over 150,000 private

vehicles.

PNG BUSINESS:

The Company has extended the Piped Natural Gas distribution

infrastructure to the new areas in Delhi which include Vasant

Vihar, Green Park, Saket, Dwarka (Sector 1, 2, 3, 22, 23),Punjabi Bagh (West), Janakpuri, Shalimar Bagh, Ashok Vihar,

Model Town, GTB Enclave, Vivek Vihar, Yojna Vihar, Swastik

Vihar and Shreshtha Vihar.

During 2009-10, the Company plans to extend its PNG

distribution network to Shanti Niketan, Safdarjung

Development Area, Panchsheel, Safdarjung Enclave, Vigyan

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Indraprastha Gas L

Shri Rajesh Vedvyas, Managing Director, Shri Manmohan Singh, Director (Commercial) and other senior IGL officials handing overdividend cheque to Shri Tejendra Khanna, Hon'ble Lt. Governor of Delhi.

Vihar, Vigyan Lok, Manak Vihar, Anand Vihar, Nanak Vihar,Jagrati Vihar, Surajmal Vihar, Pushpanjali Enclave, Saini Enclave,Bahubali Enclave, Kiran Vihar, Ram Vihar, Mayur Vihar (PhaseIII), Rishab Vihar, Sharad Vihar, Priya Enclave, AGCR Enclave,Shyam Enclave, Shanti Vihar, Madhu Vihar, North Avenue,South Avenue, Meena Bagh, IIT, NCERT, AllMS, GTB Hospitaland Mayapuri besides providing connections to new customersin the existing network areas.

The Company has started PNG supply for the first time outsideDelhi in Sector 62, Noida and Sector Pi, Greater Noida.

As on 31st March 2009, the Company has provided PNGconnections to over 138,000 domestic and more than 315

commercial customers.

R-LNG BUSINESS:

The Company is currently supplying R-LNG to 15 industrialconsumers in Delhi. The Company has identified supply ofRe-gassified Liquid Natural Gas (R-LNG) to industrial segmentespecially to industries in Noida and Greater Noida as a majorthrust area in its expansion plans.

Your Company has already tied up with new gas supply sourcesfor meeting the demand of this segment and is also lookingfurther at new gas supply sources.

FUTURE OUTLOOK

NOT OF DELHI

Your Company has drawn out plans to consolidate its presencein the NCT of Delhi by investing Rs. 1983 million during thefinancial year 2009-10 for CNG expansion.

CNG being an eco-friendly and economical fuel, a largenumber of private car manufacturers are introducing theirCNG variants. Due to wide acceptance of CNG, there hasbeen a large-scale conversion of private cars into CNG mode.

In view of forthcoming Commonwealth Games in 2010, a largenumber of high capacity buses and Radio Taxis running on CNGare expected to be added to the public transport fleet in theCapital for the convenience of visitors. With effect from Ist

July 2009, the Government of NCT of Delhi has directed all

Light Commercial Vehicles (LCVs) operating in NCT of Delhi


Smt Pratibha Devi Singh Patil, Hon'ble President of India gets a briefing on the progress of PNG project in thePresidential Estate residential quarters.

to convert to CNG mode. In view of the expected growth indemand, the Company has drawn up an ambitious plan toaugment its infrastructure by adding 22 new CNG stations in

2009-10.

Your Company has planned a large-scale expansion in PNGsegment. A capital expenditure of Rs. 1325 million has beenearmarked for augmenting infrastructure in the existing areasas well as for expansion in new areas of Delhi during thefinancial year 2009-10. The Company has plans to providenew PNG connections to over 50,000 domestic households.

EXPANSION PROJECTS IN NATIONAL CAPITALREGION (NCR)

The Company has planned capital investment of Rs. 2032million for expansion in the NCR towns of Noida, GreaterNoida & Ghaziabad.

The Company plans to add four online CNG Stations in Noidaand two online CNG stations in Greater Noida during theyear 2009-10.

The Company plans to expand its PNG network at a fast pacein Noida and Greater Noida during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 2I7(2AA) of theCompanies Act, 1956, your Directors hereby confirm that:

i) in the preparation of Annual Accounts for the financialyear ended March 31, 2009, the applicable accountingstandards have been followed;

ii) they have selected such accounting policies and appliedthem consistently except where otherwise stated in theNotes to Accounts and made judgments and estimatesthat are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at theend of the financial year and of the profit of the Companyfor the year under review;

iii) they have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of the Companies Act,


Shri R.S. Pandey, Secretary, Ministry of Petroleum & Natural Gas enquires about PNG installation during his visit atSarai Kale Khan CNG station of IGL

iv)

1956 for safeguarding the assets of the Company and

for preventing and detecting fraud and other

irregularities; and

they have prepared the Annual Accounts for the Financial

Year ended 31 * March, 2009 on a going concern basis.

BOARD OF DIRECTORS

Shri Rajesh Vedvyas, nominee of GAIL (India) Ltd. was

appointed as Managing Director in place of Shri Om Narayan

w.e.f. July 29, 2008.

Shri S. Radhakrishnan, nominee of BPCL was appointed as

Chairman of the Board w.e.f. January 14, 2009 in place of Dr.

U.D. Choubey.

Shri B.C. Tripathi, nominee of GAIL was appointed as

Additional Director w.e.f. February 1, 2009 in place of Dr.

U.D. Choubey.

Shri S.S. Dalai and Shri R.K. Verma retire by rotation at the

ensuing Annual General Meeting and being eligible, offer

themselves for reappointment.

The Board takes this opportunity to place on record its

appreciation for valuable contribution made by Dr. U.D.

Choubey and Shri Om Narayan during their tenure as Board

Members.

AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, Auditors

of the Company retire at the ensuing Annual General Meeting

and being eligible, offers themselves for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

The information in accordance with the provisions of Section2l7(l)(e) of the Companies Act, 1956 read with the


Indraorastha Gas Limited

Companies (Disclosure of Particulars in the Report of Board

of Directors) Rules, 1988 is annexed hereto.

CORPORATE GOVERNANCE

As per the requirements of the Clause 49 of the ListingAgreement with the Stock Exchanges a detailed Report onCorporate Governance is annexed as part of the Annual Report.

HUMAN RESOURCES

During the year your Company enjoyed harmonious andcordial human relations amongst all its employees. YourCompany continued its HR efforts of providing developmentalinputs to employees through outbound team building trainingprogrammes to develop their knowledge, skills and attitudes.

A statement showing particulars of employees under Section217 (2A) of the Companies Act, 1956 is annexed.

FIRE AND SAFETY

Fire & Safety related issues are accorded top-most priority inyour Company. Practical fire fighting training are impartedon a regular basis to the employees, DSM's, Station Operators,

DTC Drivers and consumers of CNG and PNG. Beside this,your Company has made arrangements to impart two dayscertified external training to all contract personnel workingat CNG stations from a recognized training institute. In linewith the commitment for safety of CNG consumers andenergy conservation, safety checks of CNG propelled carswere carried out through free service camps of CNG Kits

across NCT of Delhi.

Random inspections are made to check compliances of safetystandards, statutory provisions & also to detect unsafeconditions arising out of gas leakage from the CNG kits inorder to ascertain safety of the vehicles & the occupants. Fullday safety training of DTC & Non DTC drivers are arrangedin batches along with Department of Surface Transport, DTC

and Delhi Fire Service.

In order to ensure safety of children travelling in CNG propelledschool buses, your Company took up a special drive to educatethe bus drivers and staff of school buses this year during thesafety week campaign. Drivers & staff of more than 250 schoolbuses were imparted Fire Safety Training by IGL during this

drive.

HE Dr Mohammed bin Hamad Al Rumhy, Minister of Oil and Gas, Sultanate of Oman, inaugurates the IGL Stall at PETROTECH 2009in the presence of Shri Ashok Sinha, Chairman & Managing Director, BPCL.

7


Indraprastha Gas Limit*

External Safety Audit, Hazop & Risk assessment of CNG

Stations and PNG installations are carried out by third parties

and recommendations / observations are complied with.

It is a result of good safety culture throughout the Company

that your Company has crossed 50 million man hours without

any reportable lost time accident.

SOCIAL RESPONSIBILITY

Your Company has been continuously working towards the

environment clean-up through reduction in vehicular pollution

by providing eco-friendly fuel to the public transport system

as well as to the private vehicles in the NCT of Delhi and

NCR towns of Noida and Greater Noida. The contribution

made by the Company has been recognized at various national

& international forums.

The Company is also providing cheaper environment friendly

fuel to household consumers in the form of Piped Natural

Gas (PNG) through pipelines and has constantly aimed for

achieving improved customer services by supplying

uninterrupted, economic and environment friendly fuel to its

valued customers.

During the year, as a part of Corporate Social Responsibility

programme, your Company also contributed to NGOs

working in the field of health and welfare.

ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Ministry of

Petroleum & Natural Gas, State Governments of NCT of Delhi

& Uttar Pradesh and Promoter Companies (GAIL & BPCL)

for their continuous patronage & support throughout the year.

The Directors also acknowledge the support of all the Local

Authorities, Bankers, Media, Station Operators & their

employees, contractors, vendors and suppliers.

The Directors place on record their deep appreciation towards

IGL's valued customers for their continued cooperation &

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/-Manmohan SinghDirector (Commercial)

Place : Mumbai

Date : May 27, 2009

sd/-Rajesh VedvyasManaging Director

Dr. U.D. Choubey, Chairman & Managing Director, GAIL (India) Ltd., fills CNG in a car in the presence of Mr. B.C. Tripathi, Director(Marketing), GAIL (India) Ltd. to mark the beginning of online supply of CNG in Noida.

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jMttkr" /Indraprastha Gas Limited*»•-.. -f- . ._

Dr. U.D. Choubey, Chairman & Managing Director, GAIL (India) Ltd., inaugurates the online supply of CNG in Greater Noidaby switching on the compressor.

ANNEXURE TO DIRECTORS' REPORT

A. CONSERVATION OF ENERGY

Your Company has taken various steps for conservation ofEnergy, which are as under:

1) In Galileo compressor, frequent tripping and gas loss

problem was observed. Galileo compressor panel andwiring has been modified and junction boxes have been

shifted outside the package. This has reduced gas loss

due to frequent tripping of the machine.

2) In FTI dispensers, frequent failure and internal leakages

was observed in AQUA make Pressure control valve.

Some modifications have been done in tubing and these

valves have been replaced with RHPS make PCV This

has reduced gas leakage and breakdown.

3) In DR compressor frequent tripping and gas loss problem

was observed due to malfunctioning of Fisher make PRV

(BDV to suction line). Piping was modified and these

PRV's were replaced with Nirmal make PRV on few

machines. This has reduced gas loss and tripping of

machine.

Disclosure of particulars with respect to conservation of energyis given in Form-A annexed.

B. TECHNOLOGY ABSORPTION

Efforts made in technology absorption are given in Form-Bannexed.

C. FOREIGN EXCHANGE EARNING AND OUTGO

1) Activities relating to Exports :

The Company is in retail distribution business of natural

gas in NCT of Delhi and nearby towns. Considering the

area of operations and product of the Company, exportrelated activities are not pertinent.

2) Total foreign exchange used & earned :

During the year under review, the foreign exchange

earning and outgo are given below:(Rs. In Million)

Foreign Exchange Earned

Foreign Exchange Used

0.05

592.44


Indraprastha Gas Limited

FORM-A

DISCLOSURE OF PARTICULARS

CONSERVATION OF

Power and Fuel Consumption

1.

2.

3.

4.

Electricity

a) Purchased Units (KVAH)

Total Amount (Rs. In Million)

Rate / Unit (Rs.)

b) Own Generation

Through Diesel Generator (KWH)

Units (KWH) Per Litre of Diesel Oil

Cost per Unit (Rs.)

Coal NIL

Furnace Oil / Liquid Fuel (LSHS)

Qty(MT)

Total Amount (Rs.)

Avg. Rate (Rs. / MT)

Other / Internal Generation

Gas Quantity

Total Cost (Rs.)

Rate / Unit

WITH RESPECT TO

ENERGY

Current Year2008-09

1,76,98,415

110.39

6.24

3,88,809

3.87

8.32

NIL

NIL

NIL

Previous Year2007-08

88,52,309

53.94

6.09

3,12,774

3.87

7.91

NIL

NIL

Shri L. Mansingh, Chairman, Petroleum & Natural Gas Regulatory Board (PNGRB) inaugurates the IGL Stall at NGV India 2009.


FORM-B

EFFORTS MADE IN TECHNOLOGY ABSORPTION ARE GIVEN BELOW:

Research & Development

1 . Specific areas in which R&D carriedout by the Company

2. Benefits derived as a result ofthe above R&D

3. Expenditure incurred on R&D

i. Capital

ii. Recurring

iii. Total

iv. % of total R&D expenditurewith total turnover

i) In Burckhardt 400 SCMH package engine jacket watertemperature use to go beyond trip limits, during high ambienttemperature. The same has been overcome by installingadditional motor driven forced draft external radiator.

ii) In ten Galileo compressors Safex Panel did not work for CO2

flooding system. Wiring was modified and incorporated inexisting PLC panel. This has prevented the false alarms andtripping of machine.

iii) In DR machines it was observed that reset push button wasbeing bypassed to avoid tripping of the machines. Software hasbeen modified to overcome this problem to ensure safeoperation of the machine.

iv) Component level repair of the dispenser electronic cards hasbeen started successfully.

v) In old dispensers frequent problem of auto cut was observed at200 bar. To overcome the problem 'COMPAC make PRV arebeing installed successfully. This will help in dispensing of gas atsafe pressure.

The Company has derived benefits in the form of Cost savingsand improved operational efficiency of equipments.

No direct expenditure.

A check up camp for school buses in progress during the Fire and Safety Week.

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Indraprastha Gas Lim

Technological Adaptation and Innovation

I. Efforts in brief made towards technology adaptation

& innovation.

Continued indigenous development of various spares of gas

compressor like piston rings, interstage gas packing, valves

etc.

Benefits derived as a result of the above effort

e.g. product improvement, cost reduction,

product development, import substitution etc.

Overall reduction of cost on spares.

In case of imported technology (imported during

the last 5 years reckoned from the beginning of

the financial year), following information may be

furnished.

a) Technology imported

b) Year of import

c) Has technology been fully absorbed?

d) If not fully absorbed, areas where this has

not taken place reasons therefore and

future plans of action.

Nil

Nil

STATEMENT OF PARTICULARS UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE

COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 FOR THE YEAR ENDED MARCH 31, 2009 ANDFORMING PART OF THE DIRECTORS' REPORT

s.No.

1

2

Name

Ashim Batra

Rajesh Agrawal

Qualification

BE (Mech.),MBA

CA, CS

Designation

CGM(Marketing)

CGM (Finance)

Date ofJoining

23.06.2003

16.01.2006

Experience(in Years)

25

27

Age(in Years)

48

51

Remuneration(in Rs.)

26,36,476

24,918,70

PreviousEmployment /Designation

VieTrans PrivateLimited / VicePresident Sales

IBP Co. Limited /DGM Finance

Notes :

i) The remuneration shown above comprises of salary, allowances, leave travel assistance, ex-gratia, profit sharing. Company's contributionto Provident Fund, gratuity and other perks.

ii) The appointments of above mentioned employees are in terms of their letters of appointment and applicable Company rules & regulations,

iii) None of the employees mentioned above is related to any Director of the Company.


vi,

ndraorastha Gas Limited

REPORT ON CORPORATE GOVERNANCE

I. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company's philosophy on the Code of Corporate Governance is:

(a) To ensure transparency, high degree of disclosure and adequate control system;

(b) To ensure that the decision making process is systematic and rational;

(c) To ensure full commitment of the Management to maximize shareholders value;

(d) "To ensure that the employees of the Company subscribe to the corporate values and apply them in their conduct

II. BOARD OF DIRECTORS

COMPOSITION:

The Company has seven Directors on its Board comprising two Executive Directors namely Managing Director and Director(Commercial) and five Non-Executive Directors.

The composition and category of Directors along with other Directorships or Memberships in Board Committees as on March31, 2009:

Name ofDirectors

Shri S. Radhakrishnan

(Chairman)

Shri Rajesh Vedvyas(Managing Director)

Shri Manmohan SinghDirector

(Commercial)

Shri B.C. Tripathi

Shri S. S. Dalai

Shri S. S. Rao

Shri R. K. Verma

Category

Non-Executive

Executive

Executive

Non-Executive

Non-Executive,Independent



Directorshipin otherPublic LimitedCompanies (*)

3

NIL

NIL

6

13

2

4

Membership inCommittees ofBoard of otherCompanies

NIL

NIL

NIL

NIL

7

2

NIL

Chairmanship inCommittees ofBoard of otherCompanies

NIL

NIL

NIL

NIL

2

NIL

NIL

(*) This does not include Unlimited Companies, Foreign Companies, Private Limited Companies and Companies under Section25 of the Companies Act, 1956 and Alternate Directorship in a Company.

As per requirement of Clause 49 of Listing Agreement, membership of Directors in Audit and Share Transfer & InvestorsGrievance Committee have been considered.

The Board of the Company comprises seven directors, of which three are independent directors. As per the requirement ofClause 49 I(A), relating to the composition of Board, atleast one half of the Board should comprise independent directors. TheCompany is in the process of inducting one more independent director on its Board.



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 Engineerfrom 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 joiningGAIL in 1985, he had worked for more than 8 years in Indian Oil Corporation. He has a rich and diverse experience of 31years in oil & gas sector.

2. Shri S. S. Dalai

Shri S. S. Dalai, aged 51 years, is the Vice-Chairman of IL & FS Investment Managers Limited. He is Management Graduatewith over 26 years of experience. His areas of expertise includes project finance, marketing, credit evaluation, raising ofresources 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 NITAllahabad, formerly known as Moti Lai Nehru Regional Engineering College, Allahabad. He joined GAIL during its inceptionin 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

Dr. U. D. Choubey **

Shri S. Radhakrishnan ***

Shri Om Narayan *

Shri Rajesh Vedvyas **

Shri Manmohan Singh

Shri S. S. Dalai

Shri S. S. Rao

Shri R. K. Verma

Shri B. C. Tripathi ***

No. of MeetingsAttended

3

4

2

2

4

3

4

Nil

-

Attendance

(% thereof)*

75

100

100

100

100

75

100

Nil

-

Attendance at LastAGM

Present

Present

Present

Not Applicable

Present

Present

Present

Absent

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 I, 2009.


db

CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct, which is applicable to all Directors and Senior Management of theCompany. 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 hasbeen 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. TheChairman of the Committee is a Non-Executive Independent Director. All Members of the Committee have good financial andaccounting knowledge. The Managing Director, Director (Commercial), Statutory Auditors and Internal Auditors are invitees tothe 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 3 Ist March 2009: -

1) Shri S. S. Dalai : 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 Clause49 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

Shri S. S. Dalai

Shri S. S. Rao

Shri S. Radhakrishnan *

Shri B.C. Tripathi **

No. of Meetings Attended

4

5

4

Nil

* Shri S. Radhakrishnan ceased to be a member w.e.f. I * February 2009** Shri B.C. Tripathi appointed as a member w.e.f. I * 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 termsand conditions of their appointment including remuneration are advised by their parent organizations.


Indraprastha Gas Limited™ m«w « r*. ~ - *• *- * *$&&

The remuneration paid to the Executive Directors during the financial year are given below:

s.No.

1.

2.

3.

Name of Directors

Shri Rajesh Vedvyas *

Shri Manmohan Singh

Shri Om Narayan **

Salary &Allowances

8,42,702

15,55,066

5,62,151

Perquisites

2,45,369

5,99,545

75,800

Commissionon Profits

_

5,59,062

Contribution toPF & Other Funds

62,814

86,470

99,942

Total(In Rs.)

11,50,885

22,41,081

12,96,955

• Appointed as Managing Director w.e.f. July 29, 2008.** Ceased to be Managing Director w.e.f. July 29, 2008.

Notes :

The aforesaid remuneration does not include :

• Rs.5,59,062 paid to Shri Manmohan Singh, Director (Commercial) towards commission on profit for the financial year2007-08, since the amount was refunded by him and the same was subsequently paid to his parent organization BPCL asper his advice.

• Rs. 15,00,0007- payable to Executive Directors as commission on profit based on the period of directorship held during thefinancial year ended on 31.03.2009, since the amount will be paid to their parent organization as per their advice.

Executive Directors are not paid any sitting fees for attending Board/ Committee meetings.

(b) Non-Executive Directors:

During the financial year under review total commission on profit of Rs.27,95,310/- was paid to Non-executive Directors / theirparent organisations for the financial year 2007 - 08. Total commission on profit of Rs.37,50,000/- is payable to non-executivedirectors / their parent organisations for the financial year 2008-09.

Non-Executive Directors are paid sitting fees of Rs. 20,0007- & Rs. 10,0007- for attending each Board meeting & Committeemeeting respectively. Total sitting fees paid during the financial year under review was Rs.5,20,000/-

The Non-Executive Directors have disclosed that they do not hold any shares in the Company.

V. SHARE TRANSFER & INVESTORS GRIEVANCE COMMITTEE:

COMPOSITION:

The Share Transfer & Investors Grievance Committee constituted by the Board comprises of four members with an IndependentNon-Executive Director as Chairman of the Committee.

The constitution of the Share Transfer & Investors Grievance Committee as on March 31, 2009:

(1) Shri S. S. Dalai

(2) Shri S. S. Rao

(3) Shri Rajesh Vedvyas

(4) Shri Manmohan Singh

Chairman, Independent, Non-Executive

Member, Independent, Non-Executive

Member, Executive

Member, Executive

SCOPE & FUNCTIONS OF SHARE TRANSFER & INVESTORS GRIEVANCE COMMITTEE:-

The scope & functions of the Committee inter alia include approval of transfer and transmission of shares and other matterslike consolidation/ splitting of certificates, issue of duplicate share certificates, dematerialisation/ rematerialisation of shares instipulated period of time. The Committee also supervises the system of redressal of Investors Grievances and ensures cordialinvestors relations. Details of share transfer/rematerialisation/transmission etc as approved by the Committee are placed at theBoard Meetings from time to time.

COMPLIANCE OFFICER:-

Shri S.K. Jain, Company Secretary is the Compliance Officer.


DETAILS OF SHAREHOLDERS' COMPLAINTS RECEIVED & REPLIED TO THE SATISFACTION OFSHAREHOLDERS:-

The Company received 268 complaints during the year, which were duly attended & replied. There was no complaint pendingas on March 31, 2009.

VI. GENERAL BODY MEETINGS

The location, time and details of Special Resolutions passed in the last three Annual General Meetings were as under:

Meeting

7th AGM

8th AGM

9th AGM

Date

September14, 2006

September12,2007

July22, 2008

Time

ll:30a.m.

ll:30a.m.

ll:30a.m.

Venue

Siri Fort AuditoriumComplex, New Delhi.

Sri Sathya SaiInternational Centre,New Delhi

Sri Sathya SaiInternational Centre,New Delhi

Details of SpecialResolutions Passed

1 . Re-appointment of StatutoryAuditors of the Company.

2. Re-appointment of Mr. A.K. Deas Managing Director.

1 . Appointment of StatutoryAuditors of the Company.

2. Appointment of Mr. Om Narayanas Managing Director & approvalof his remuneration.

3. Appointment of Mr. Manmohan Singhas Director (Commercial) &approval of his remuneration.

1 . Appointment of Statutory Auditorsof the Company.

2. Amendment in Article 1 2 1 A(ii)of Articles of Association ofthe Company.

3. Payment of commission out ofprofits to the Directors ofthe Company.

During the year ended 31* March, 2009 there have been no resolutions passed by the Company's shareholders through postalballot. At the ensuing Annual General Meeting, there is no resolution proposed to be passed by postal ballot.

VII. DISCLOSURES

(a) Related Party Transactions

Although the Company has entered into transactions of material nature with the Promoters, Directors or the Management,they do not have potential conflict with the interests of the Company at large. Transactions with related parties are beingdisclosed separately in the Annual Report.

(b) Compliances by the Company

During the last three years, there were no strictures or penalties imposed on the Company either by the Stock Exchanges orSEBI, or any statutory authority for non-compliance of any matter related to capital markets.

VIM. MEANS OF COMMUNICATION

The quarterly and half-yearly results are forthwith communicated to the Bombay Stock Exchange Limited and the NationalStock Exchange, with whom the Company has listing arrangements, as soon as these are approved and taken on record by theBoard of Directors of the Company. The results are published in leading newspapers, such as Business Standard / FinancialExpress in English, Rashtriya Sahara / Jansatta in Hindi, alongwith the official news releases.


Indraprastha Gas Limited' ô s iimsKssifai âasi ^S! ". ~-»»SSS!S8

The results are also put-up on Company's website : www.iglonline.net

For investors, the Company has created a separate e-mail ID : [email protected]

Management Discussion & Analysis is separately annexed and is forming a part of Annual Report.

IX. GENERAL SHAREHOLDER INFORMATION

(a) Annual General Meeting:-

The 10th Annual General Meeting of the Company is scheduled to be held on: -

Date and Time : July 29, 2009 at 12 noonVenue : Sri Sathya Sai International Centre, Lodhi Road,

New Delhi

(b) Financial Calendar (Tentative):

The Quarterly results will be taken on record by the Board of Directors as per the following schedule:

Quarter ending June 30, 2009 : On or before 31.07.2009

Quarter ending September 30, 2009 : On or before 31.10.2009

Quarter ending December 31, 2009 : On or before 31.01.2010

Quarter ending March 31, 2010 : On or before 30.04.2010

(c) Date of Book Closure for Dividend: July 22, 2009 to July 29, 2009 (both days inclusive)

(d) Dividend Payment Date: On or after August 04, 2009.

(e) Listing on Stock Exchanges:

Name of Stock Exchanges

Bombay Stock Exchange

National Stock Exchange

Stock Code

532514

IGL

(f) ISIN Number : INE203GO1019

(g) Market Price Data & Share price performance:

AT BOMBAY STOCK EXCHANGE (BSE)

MONTH

April 2008

May 2008

June 2008

July 2008

August 2008

September 2008

October 2008

November 2008

December 2008

January 2009

February 2009

March 2009

IGL

HIGH (Rs.)

138.80

132.00

127.10

117.50

125.00

123.00

1 18.35

112.85

105.60

116.80

113.70

1 10.25

LOW (Rs.)

118.10

1 1 1 .05

109.00

101.30

107.05

106.00

92.10

101.50

98.00

101.80

98.25

95.40

BSE (SENSEX)

HIGH

17481

17736

16633

15130

15580

15107

13204

10945

10189

10470

9725

10127

LOW

15298

16196

13406

12514

14002

12154

7697

8316

8467

8632

8619

8047


(ndraprastha Gas Limited

AT NATIONAL STOCK EXCHANGE (NSE)

MONTH

April 2008

May 2008

June 2008

July 2008

August 2008

September 2008

October 2008

November 2008

December 2008

January 2009

February 2009

March 2009

IGL

HIGH (Rs.)

138.00

132.40

128.90

117.40

1 18.80

1 33.00

132.70

1 1 1 .50

107.00

116.80

112.80

1 1 1 .50

LOW (Rs.)

106.50

119.35

109.00

101.05

108.00

106.00

92.50

101.45

96.80

101.50

100.00

96.00

S & P CNX NIFTY

HIGH

5231

5299

4909

4539

4650

4558

4001

3241

3110

3147

2970

3123

LOW

4629

4802

4022

3790

4202

3715

2253

2503

2571

2662

2678

2539

(h) Registrar and Share Transfer Agent: -

The Company has appointed M/s. Karvy Computershare Private Limited, Hyderabad as its Registrar and Share Transfer Agent,

to whom communications regarding change of address, transfer of shares, change of mandate etc. can be addressed. The

address of the Registrar and Share Transfer Agents is as under: -

Karvy Computershare Private Limited, Unit- Indraprastha Gas Limited

Plot No : 17- 24, Vittal Rao Nagar, Madhapur, Hyderabad - 500081Tel. Nos : 040-23420815 - 28. Fax Nos : 040-23420814/23420857.E-Mail Address : [email protected] Website : www.karvycomputershare.com

Detailed list of" Karvy Investors Centres is available at their website.

(i) Share Transfer System: -

The shares of the Company are compulsorily traded in dematerialized form. Shares received in physical form are transferred

within a period of 30 days from the date of receipt of request subject to documents being found valid and complete in all

respects.

(j) Share-holding Pattern by Size as on March 31, 2009: -

S.No.

1

2

3

4

5

6

7

8

CATEGORY

AMOUNT (RS.)

FROM TO

1 5000

5001 10000

10001 20000

20001 30000

30001 40000

40001 50000

50001 100000

1 00001 & ABOVE

TOTAL

NO. OF SHARE-

HOLDERS

67366

2190

870

260

102

91

132

220

71231

% OF SHARE-

HOLDERS

94.57

3.07

1.22

0.37

0.14

0.13

0.19

0.31

100.00

AMOUNT

(RS.)

75399740

17957570

13109640

6742180

3715150

4300010

9707040

1269070270

1400001600

%OFAMOUNT

5.39

1.28

0.94

0.48

0.26

0.31

0.69

90.65

100.00


(k) Categories of Shareholding as on March 31, 2009:

s.NO.

A

B

CATEGORY

PROMOTERS HOLDING

Indian Promoters

NON PROMOTERS HOLDING

Institutions

- Mutual Funds/UTI

Financial Institutions/ Banks

State Govt.

Insurance Companies

Foreign Institutional Investors

Non- Institutions

Bodies Corporate

Individuals

Any Other :

(i) Non resident Indians

(ii) Trusts

(iii) Clearing Members

TOTAL

NO. OFSHAREHOLDERS

2

54

7

1

4

41

1062

69228

748

4

80

71231

TOTAL NO. OFSHARES HELD.

63000080

19771891

2339679

7000000

3419903

24048463

6254528

13526752

577953

2755

58156

140000160

% TO SHARECAPITAL

45.00

14.12

1.67

5.00

2.44

17.18

4.47

9.67

0.41

0.00

0.04

100.00

(I) Dematerialisation of Shares and Liquidity: -

The shares of the Company are compulsorily traded in dematerialized form, 72.49% of equity shares have been dematerializedas on March 31, 2009.

The equity shares of the Company are actively traded at BSE & NSE.

(m) Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact onequity: -

The Company had not issued any GDRs/ADRs/Warrants etc.

(n) Address for Correspondence: -

The Company Secretary,Indraprastha Gas Limited,IGL Bhawan, Plot No.4, Community Centre,Sector-9, R.K. Puram, New Delhi-110022Tel No : 011 -46074607. Fax No.: 011 -26171863.E-Mail IDs : [email protected], [email protected]

(o) Plant Locations: -

The Company has 171 CNG stations as on March 31, 2009 spread all around the National Capital Territory of Delhi, besides 10stations in National Capital Region.


L

NON-MANDATORY REQUIREMENTS

(1) CHAIRMAN OF THE BOARD

The Company has a Non-Executive Chairman and it bears the expenses, if any, incurred by him while performing duties for theCompany.

(2) REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted a Remuneration Committee. The scope and functions of which are asper Clause 49 of the Listing Agreement. The Managing Director and Director (Commercial) are nominated by GAIL (India) Ltd.and BPCL respectively and the terms & conditions of their appointment including remuneration are advised by their parentorganizations.

During the year the Remuneration Committee consisted of following Directors:

1) Shri S. S. Dalai : Chairman, Non-Executive & Independent,

2) Shri S. S. Rao : Member, Non-Executive & Independent

(3) SHAREHOLDERS RIGHT

As the Company's half-yearly results are published in English newspapers having circulation all over India and in a Hindi newspaperwidely circulated in Delhi, the same are not sent to each household of shareholders.

Quarterly/Half yearly financial performance of the Company are displayed on the website of the Company at www.iglonline.netand also on the Electronic Data Information Filing and Retrieval System (EDIFAR), website of SEBI.

(4) WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy for employees to report irregularities/suspicions of fraud and unethical behaviour tothe Chairman of Audit Committee.

DECLARATION

As provided under Clause 49 of the Listing Agreement with the Stock exchange(s), it is hereby declared that all the Boardmembers and the Senior Management personnel of the Company have affirmed compliance with the Code of Conduct for theyear ended March 31, 2009.

Place: MumbaiDate : May 27, 2009

sd/-(Rajesh Vedvyas)

Managing Director


AUDITOR'S CERTIFICATEON CORPORATE GOVERNANCE

TO THE MEMBERS OFINDRAPRASTHA GAS LIMITED

I. We have examined the compliance of conditions of Corporate Governance by Indraprastha Gas Limited ('theCompany'), for the year ended on 31 March, 2009, as stipulated in clause 49 of the Listing Agreement of the Company

with the stock exchanges.

1. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination hasbeen limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring thecompliance of the conditions of the Corporate Governance as stipulated in the said clause. It is neither an audit nor an

expression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanations given to us, we certify that except withregard to requirement of inducting one more independent director on the Board of the Company as mentioned in para II of theReport on Corporate Governance, the Company has complied with the conditions of Corporate Governance in all material

aspects, as stipulated in clause 49 of the above mentioned Listing Agreement.

4. We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For DELOITTE HASKINS & SELLSChartered Accountants

Place : MumbaiDate : May 27, 2009

sd/-JITENDRA AGARWALPartnerMembership No. 87104



MANAGEMENT DISCUSSION AND ANALYSIS

Nature of Business

The Company is in retail gas distribution business of supplying Compressed Natural Gas (CNG) to transport sector, PipedNatural Gas (PNG) to domestic & commercial sectors and Re-gassified Liquid Natural Gas (R-LNG) to industrial sector.

CNG is a safe, economical & environment friendly fuel for transport sector. It is replacing traditional fossil fuels of petrol & dieselas in running cost of the vehicles, it is about 66% cheaper than Petrol and about 40% cheaper than diesel.

PNG, the other fuel supplied by the Company is a safe, convenient and reliable fuel for household kitchens as well as forcommercial users such as hotels, hospitals, embassies, restaurants etc.

The Company is supplying R-LNG to 15 industrial consumers in NCT of Delhi.

Outlook on Opportunities

Natural gas has emerged as 'fuel of choice' all over the world and is considered as 'fuel of the future'. The Indian Gas market hasbeen a supply constraint market. However, with the availability of KG basin gas and import of R-LNG, this scenario is undergoingchange. The increased availability of gas would meet the requirement of power, fertilizer and fast emerging City Gas distributionbusiness in the country.

Petroleum & Natural Gas Regulatory Board (PNGRB) has already started the process of bidding for setting up City Gas DistributionProjects in various cities. As a result, a large number of City Gas Distribution Companies for supply of CNG & PNG are comingup in various parts of the country. IGL, being pioneer and success story in establishing CNG as a fuel for transportation sector inNCT of Delhi, is being looked as a role model by these new City Gas Distribution Companies.

The Company has been given marketing exclusivity in the NCT of Delhi for three years starting from I * January 2009 andnetwork exclusivity for twenty five years by PNGRB.

In the NCT of Delhi, the Company look forward many opportunities in CNG as well as PNG segments such as:-

CNG:

Large scale conversion of petrol driven private vehicles to CNG mode.

- Conversion of existing fleet of LCVs in Delhi to CNG mode.

- Introduction of Radio Taxis and high capacity buses running on CNG.

- Increase of CNG variant models by car manufacturers.

- Free movement of commercial vehicles all across NCR.

- Introduction of 2-wheelers on CNG.

PNG:

Piped Natural Gas (PNG) has become extremely popular kitchen fuel to replace LPG cylinders. Considering the total numberof LPG users in Delhi and intentions of the government to remove subsidy on LPG cylinders in a phased manner, there is a hugepotential in PNG segment. The Company has already covered nearly 90 colonies and plans to expand its PNG infrastructure soas to cover the entire Delhi in a phased manner in the coming years.

Besides vast potential demand of CNG & PNG in NCT of Delhi, the Company has already spread its wings beyond NCT ofDelhi by commencing online CNG dispensing in NCR towns of Noida and Greater Noida. The Company has also geared itselffor competitive bidding being done by PNGRB for setting up of City Gas Distribution Projects in various cities.

R-LNG:

In NCT of Delhi and NCR towns there is significant demand potential for gas from industrial and large commercial consumers.In the past it has remained untapped due to supply constraint of gas. However, with the increasing availability of gas your


Company intends to keep it as a focus area with target to add more and more industrial and large commercials in our customerbase. This would have positive impact both on the turnover and profitability of the Company.

Outlook on Threats, Risks & Concerns

PNGRB has issued Regulations for authorization, exclusivity, tariffs, technical standards, service obligations etc. for City GasDistribution Companies. These regulations are having ramifications on the business of the Company, however, the Company isfully geared up to take new challenges in the emerging competitive environment.

The Company has been given marketing exclusivity in NCT of Delhi for a period of three years. Thereafter, the field would beopen for competition in this geographical area. However, with its first mover advantage and better understanding of the needsof its customers, the Company would be able to retain its position in the market.

As regards supply of natural gas under Administered Price Mechanism (ARM) is concerned, GAIL (India) Limited is the solesupplier to the Company. GAIL being one of the promoters of the Company, IGL does not foresee any risk over supply ofnatural gas. Moreover, gas purchase agreement with GAIL assures us of priority supply in the event of stoppage or any disruptionin supply. In addition, the Company has signed agreements with BPCL and GAIL for additional gas.

The Company has set up 181 CNG stations spread all over the Delhi, Noida & Greater Noidato meet the demand of transportationsector. Due to recent growth in CNG vehicles, especially private cars, there has been a need to add more CNG stations forwhich the speedy allocation of land from land owning agencies had been a matter of concern. However, with the support ofDelhi Government, the Company is confident to get adequate numbers of land for setting up new CNG stations before theforthcoming Commonwealth Games in 2010.

Compression capacity has already been augmented at existing CNG stations by putting additional compressors and replacinglow capacity compressors with high capacity compressors. The Company is also trying to add more outlets of Oil MarketingCompanies (OMCs) for providing CNG dispensing facilities.

Performance Review- CNG & PNG

Both CNG & PNG business have performed well during the year 2008-09. The Company sold 605.25 million SCM of CompressedNatural Gas (CNG) and 54.26 million SCM of Piped Natural Gas (PNG) as against 504.62 million SCM and 42.86 million SCM ofCNG and PNG respectively in the financial year 2007-08.

The Company has an expanding network of 181 stations for supply of CNG as on March 31, 2009. The estimated number ofvehicles using CNG has gone up to more than 2.50 lakhs in March 2009 and our back-end infrastructure, compression capacity,dispensing outlets are under continuous augmentation to meet the growing demand. The Company has provided PNG connectionsto over 1,38,000 domestic and more than 315 commercial customers as on March 31, 2009.

Financial Performance

Gross turnover of Rs. 9697.76 million for the year ended March 31, 2009 showed a growth of 18.71 % over the previous yearturnover of Rs.8169.27 million.

Profit before tax has been Rs.2588.60 million as against Rs.2608.95 million in the previous year. Profit after tax has been Rs.1724.74 million as compared to Rs. 1744,55 million in the previous year.

The Company is meeting its fund requirement through internal accruals and continue to remain a debt free Company.

Share Capital

Share Capital of the Company comprises Equity Share Capital of Rs. 1400 million.

Reserve & Surplus

Reserve & Surplus of the Company were Rs. 5434.17 million as at March 31, 2009 as against Rs. 4364.60 million as at March 31,2008.


Earnings per share

Earnings per share for the financial year 2008-09 has been Rs. 12.32 compared to Rs. 12.46 in the previous year.

Internal Controls

The Company has adequate Internal control procedures commensurate with its size and nature of its business. During thefinancial year 2008-09, M/s S.S. Kothari Mehta & Co., Chartered Accountants carried out internal audits and the internal auditreports prepared by them were placed before the Audit Committee.

Human Resources

The Company realizes that the challenges of the future can be best met with a competent and motivated human resource. TheCompany is taking various HR initiatives to add value to its pool of human talent and integration of individual goals with that ofthe Company. The Company is reviewing compensation packages and other facilities of its employees to make them morecompetitive and aligned with industry practices. Training & Development of the employees, forms an integral part of Company'spolicy towards achieving its objective. The Company recognizes and appreciates the contribution of all its employees in itsgrowth path.

Environment Consciousness

Our main product i.e. Compressed Natural Gas by virtue of its physical and chemical properties provides a clean and environmentfriendly automotive fuel to transport sector in NCT of Delhi. There has been a visible reduction in vehicular pollution, which hasbeen appreciated by the people of Delhi. The Company is making continuous efforts to reduce pollution in Delhi and itsadjoining areas. The work done by the Company has been recognized and applauded at various national & international forums.



AUDITORS' REPORT TO THE MEMBERS OF INDRAPRASTHA GAS LIMITED

1. We have audited the attached Balance Sheet of Indraprastha Gas Limited as at 31 March, 2009, the Profit and LossAccount and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. Thesefinancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion onthese financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifiedin paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessaryfor the purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears fromour examination of those books;

c. the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreementwith the books of account;

d. in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this reportcomply with the Accounting Standards referred to in sub-section (3C) of section 2 1 1 of the Companies Act, 1956;

e. On the basis of written representations received from directors, as on 31 March, 2009 and taken on record by theBoard of Directors, we report that none of the directors is disqualified as on 31 March, 2009 from being appointedas a director in terms of clause (g) of sub section (I) of Section 274 of the Companies Act, 1956.

f. in our opinion and to the best of our information and according to the explanations given to us, the said accounts,together with the notes thereon, give the information required by the Companies Act, 1956, in the manner sorequired and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2009;

ii. in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.





Indrag^stha Gas Limited

ANNEXURE TO THE AUDITORS' REPORT(Referred to in paragraph 3 of our report of even date)

1. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of

fixed assets.

b. According to the information and explanations given to us, the Company has a phased programme of physicalverification of its fixed assets by which all fixed assets, other than underground gas distribution systems which arenot physically verifiable, are verified over a period of two years. In accordance with this programme, a part of thefixed assets were verified during the year. In our opinion, the frequency of physical verification is reasonable havingregard to the size of the Company and the nature of its business. No material discrepancies were noticed on such

verification.

c. According to the information and explanations given to us, substantial part of fixed assets has not been disposed ofduring the year.

2. a. Inventory comprises Gas and Stores and spares. According to the information and explanations given to us, inventoryof stores and spares has been physically verified during the year by the Management. In our opinion, the frequencyof verification of stores and spares is reasonable. According to the information and explanations given to us, thestock of gas in pipeline cannot be physically verified and is estimated on volumetric basis.

b. In our opinion, the procedures of physical verification of inventories followed by the Management are reasonableand adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained properrecords of its inventories and discrepancies noted between physical inventory and book records were not materialhaving regard to the size of the operations of the Company and the same have been properly dealt with in the booksof account.

3. According to the information and explanations given to us, the Company has not taken or granted any loans, secured orunsecured, from/to companies, firms or other parties covered in the register maintained under Section 301 of the CompaniesAct, 1956. Accordingly, the provisions of clause 4 (iii) (b), (c), (d), (e), (f) and (g) of the Companies (Auditor's Report)Order, 2003 are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control systemcommensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assetsand for the sale of goods and services. On the basis of examination of the books of account and records of the Companyand according to the information and explanations given to us, we have neither come across nor have been informed ofany continuing failure to correct major weaknesses in internal control system.

5. Based on the examination of the books of account and related records and according to the information and explanationsgiven to us, there are no contracts or arrangements with companies, firms or other parties which need to be entered inthe register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of clause 4 (v) (b) of theCompanies (Auditor's Report) Order, 2003 are not applicable to the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public asdefined under the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by theCentral Government for maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 in respect of itsproducts and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.However, we have not made a detailed examination of the records with a view to determine whether they are accurateor complete.

SANSCO SERVICES - Annual Reports Library Services - www.sansco.net\Indraprastha Gas Limited

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9.

a.

According to the information and explanations given to us and the records of the Company examined by us:

The Company has generally been regular in depositing its undisputed statutory dues including Provident Fund,Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutorydues within the prescribed time with the appropriate authorities during the year and there are no undisputedamounts payable in respect of these dues which have remained outstanding as at 31 March, 2009 for a period ofmore than six months from the date they became payable. We are informed that the Company's operations, duringthe year, did not give rise to any liability for Investor Education and Protection Fund and Wealth Tax.

b. According to the information and explanations given to us, the dues of Income Tax and Trade Tax, which have notbeen deposited by the Company on account of various disputes are as follows:

Name ofStatute

Income TaxAct, 1961

Income TaxAct, 1961

Income TaxAct, 1961

Income TaxAct, 1961

Income TaxAct, 1961

Income TaxAct, 1961

Income TaxAct, 1961

VAT-UPTrade Tax,1948

Natureof Dues

Income Tax

Income Tax

Income Tax

Income Tax

Income Tax

Income Tax

Income Tax

VAT

AmountDemanded(Rs.)

143,053

27,320

13,189,332

5,581,256

9,599, 1 24

34,009,173

740,029

1,776,435

AmountPaid underprotest(Rs.)

71,600

1,747,116

-

4,800,000

25,500,186

740,000

863,019

Period towhich theamountrelates

AssessmentYear 200 1-2002

AssessmentYear 2002-2003







Forum wherethe disputeis pending

Income Tax appellateTribunal, Delhi

Remanded back byIncome Tax AppellateTribunal, Delhi toAssessing Officer


Commissioner of

Income Tax (Appeals)



Commissioner ofIncome Tax (Appeals)

UP VATAppellate Tribunal

We are informed that there are no dues in respect of Wealth Tax, Service tax, Customs Duty, Excise Duty and Cess,which have not been deposited on account of any dispute. /

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in thefinancial year and in the immediately preceding financial year.

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11. Based on our examination of the books of account and related records and according to information and explanation givento us, we are of the opinion that the Company has not defaulted in repayment of dues to its bankers. The Company didnot have any outstanding dues to any financial institutions or debenture-holders during the year.

12. According to information and explanation given to us and based on documents and records examined by us, the Companyhas not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to information and explanation given to us, the Company is not a chit fund or a nidhi/mutualbenefit fund/society. Accordingly, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are notapplicable to the Company.

14. In our opinion and according to information and explanation given to us, the Company does not deal in trading of shares,securities, debentures and other investments.

15. According to information and explanation given to us, the Company has not given any guarantee for loans taken by othersfrom bank or financial institutions during the year.

16. Based on the examination of the books of account and related records and according to the information and explanationsgiven to us, the Company has not availed any term loan during the year.

17. According to the information and explanations given to us, and on an overall examination of the balance sheet of theCompany, funds raised on short-term basis have prima facie, not been utilised for long term investment.

1.8. According to information and explanation given to us and the records of the Company examined by us, the Company hasnot made any preferential allotment of shares to parties and companies covered in the Register maintained under section301 of the Companies Act, 1956.

19. According to information and explanation given to us and the records of the Company examined by us, the Company hasnot issued any debentures.

20. According to information and explanation given to us and the records of the Company examined by us, the Company hasnot raised any money from public issue during the year under report.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reportedduring the year.





Indraprastha Gas Limited.

BALANCE SHEET AS AT MARCH 31, 2009

PARTICULARS

SOURCES OF FUNDS

SHAREHOLDERS' FUNDS

Share Capital

Reserves and Surplus

DEFERRED TAX LIABILITY

DEPOSIT FROM CUSTOMERS(Refer to Note 6 on Schedule 1 5)

APPLICATION OF FUNDS

FIXED ASSETS

Gross Block

Less :Accumulated depreciation

Net Block

Capital Work-in-Progress

INVESTMENTS

CURRENT ASSETS,LOANS AND ADVANCES

Inventories

Sundry debtors

Cash and bank balances

Other current assets

Loans and advances

As AtSchedule March 3 1 , 2009

(Rs.)

1 1,400,001,600

2 5,434,166,957

6,834,168,557

3 208,928,335

265,391,727

7,308,488,619

4 8,172,030,658

3,777,320,224

4,394,710,434

816,291,651

5,211,002,085

5 1,041,779,040

6 237,448,467

7 318,736,342

8 1,461,682,396

9 20,386,151

10 553,947,480

2,592,200,836

As AtMarch 3 1,2008

(Rs.)

1,400,001,600

4,364,597,089

5,764,598,689

238,507,714

68,322,734

6,071,429,137

6,680,055,476

3,104,240,385

3,575,815,091

589,661,342

4,165,476,433

1,088,374,822

229,194,695

226,426,991

1,398,871,158

18,084,155

406,546,44 1

2,279,123,440



BALANCE SHEET AS AT MARCH 31, 2009

PARTICULARS ScheduleAs At

March 31, 2009(Rs.)

Notes to the Accounts 15

The Schedules referred to above form an integral part of the accounts

As per our report of even date attached

As AtMarch 31, 2008

(Rs.)

Less: Current Liabilitiesand Provisions

Current Liabilities

Provisions

Net Current Assets

II

857,443,698 788,384,416

679,049,644 673,161,142

1 ,536,493,342 1 ,46 1 ,545,558

1,055,707,494 817,577,882

7,308,488,619 6,071,429,137

For Deloitte Haskins & SellsChartered Accountants

For and on behalf of the Board of Directors

sd/-Jitendra AgarwalPartnerMembership No.: 87104

Place: MumbaiDate: 27 May, 2009


sd/-S.K. JainCompany Secretary



sd/-Rajesh AgrawalChief General Manager(Finance)


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009

PARTICULARS

INCOME

Sales

Compressed Natural Gas

Less: Discount

Less: Excise Duty

Piped Natural Gas

Other Income

EXPENDITURE

(Increase)/Decrease in Inventories

Cost of Natural Gas Purchased(Refer note 12, Schedule 15)

Operating and Other Expenses

Depreciation

Profit for the year before tax

Provision for Taxation

Current Tax

Fringe Benefit Tax

Deferred Tax Charge / (Credit)

Profit after Tax x

Brought forward from previous year

Profit available for appropriations

ScheduleFor the year ended

March 31, 2009(Rs.)

12

14

4

8,698,946,204

76,385,622

8,622,560,582

1,093,666,479

7,528,894,103

998,812,253

8,527,706,356

262,204,468

8,789,910,824

(628,837)

4,108,297,315

1,419,304,691

674,335,952

6,201,309,121

2,588,601,703

887,306,208

6,132,257

(29,579,379)

1,724,742,617

3,835,430,988

5,560,173,605

For the year endedMarch 31, 2008

(Rs.)

7,407,413,550

71,291,214

7,336,122,336

1,038,197,499

6,297,924,837

761,858,220

7,059,783,057

234,380,538

7,294,163,595

(70,268)

3,029,441,504

1,030,070,121

625,767,189

4,685,208,546

2,608,955,049

925,171,113

2,419,343

(63,190,960)

1,744,555,553

2,920,503,739

4,665,059,292


^Îndraprastha Gas Limited

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009

PARTICULARS ScheduleFor the year ended

March 31, 2009(Rs.)

(Refer to note 2.13 & 7 on Schedule 15)

Notes to the Accounts 15

The Schedules referred to above form an integral part of the accounts



(Rs.)

APPROPRIATIONS

Proposed Dividend

Corporate Dividend Tax on Proposed Dividend

Transferred to General Reserve

Balance carried to the Balance Sheet

Basic/Diluted Earnings Per Share

560,000,640

95,172,109

172,474,262

4,732,526,594

5,560,173,605

12.32

560,000,640

95,172,109

174,455,555

3,835,430,988

4,665,059,292

12.46









sd/-Rajesh AgrawalChief General Manager

(Finance)



CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009

PARTSCULARS

CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax

Add:

Depreciation for the year

Unrealised foreign exchange loss

Assets written off

Provision for inventory obsolescence/ written off

Provision for doubtful debts

Less:

Income from Short Term Deposits with Banks

income from Mutual Fund Investments

Unrealised foreign exchange gain

Operating Profit before Working Capital Changes

Deposits received during the year (Net)

(Increase)/ Decrease in current assets

Debtors

Other current assets

Loans and Advances

Inventories

!ncrease/(Decrease) in currentliabilities and provisions

Current liabilities and Provisions

Cash generated from operatingactivities before taxes

Taxes paid (net)

Net Cash from Operating Activities


(Rs.)

2,588,601,703

674,335,952

9,121,327

330,428

5,049,854

865,500

3,278,304,764

150,249,969

68,420,479

3,059,634,316

197,068,994

(93,174,851)

(2,301,996)

(69,156,573)

(13,303,627)

65,826,457

3,144,592,720

(958,293,136)

2,186,299,584


(Rs.)

2,608,955,049

625,767,189

7,656,565

4,509,290

1,025,676

3,247,913,769

78,950,614

85,864,790

5,387,706

3,077,710,659

14,472,015

(39,204,975)

(9,682,023)

(72,174,410)

(25,382,090)

52,604,950

2,998,344,126

(954,121,077)

2,044,223,049


mmrntrtaIndraprastha Gas Limited

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009

PARTICULARS For the year endedMarch 31, 2009

(Rs.)

For the year ended

March 31, 2008(Rs.)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (net of Sales)

Income from Mutual Fund Investments

Interest received on Deposits

Net Cash from/(Used in) investing Activities

C. CASH FLOW FROM FINANCING ACTIVITIES

Payment of Dividend and Dividend Tax

Net Cash from/(Used in) Financing Activities

NET INCREASE IN CASH AND

CASH EQUIVALENTS

Cash and Cash Equivalentsat the beginning of the year

Cash and Cash Equivalents at the end of the year

Notes to Cash Flow Statement:

Cash and cash equivalents comprise:

Cash in hand

Balances with banks

Investments in Mutual Funds

(1,720,192,032)

68,420,479

136,860,174

(1,514,911,379)

(655,172,749)

(655,172,749)

16,215,456

2,487,245,980

2,503,461,436

17,989,973

1,443,692,423

1,041,779,040

2,503,461,436

(854,572,710)

85,864,790

22,227,292

(746,480,628)

(491,379,562)

(491,379,562)

806,362,859

1,680,883,121

2,487,245,980

14,819,581

1 ,384,05 1 ,577

1,088,374,822

2,487,245,980











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net


SCHEDULES FORMING PART OF THE ACCOUNTS

PARTICULARSAs At

Mar 31, 2009(Rs.)

SCHEDULE I - SHARE CAPITAL

Authorised Capital

220,000,000 Equity shares of Rs. 10 each

Issued, Subscribed and paid up

140,000,160 Equity shares of Rs. 10 each, fully paid up[Of the above, 18,984,351 (previous year 18,984,351)equity shares of Rs. 10 each were allotted as fully paid up,pursuant to a contract for a consideration otherthan cash]

SCHEDULE 2 - RESERVES AND SURPLUS

General Reserve

Opening Balance

Add: Transferred from Profit and loss account

Closing balance

Profit and Loss Account

SCHEDULE 3 - DEFERRED TAX LIABILITY

Deferred tax liabilities on:

Accumulated depreciation

Deferred tax assets on:

Provision for gratuity

Provision for leave encashment

Provision for inventory/doubtful debts

529,166,101

172,474,262

2,200,000,000

1,400,001,600

1,400,001,600

701,640,363

4,732,526,594

5,434,166,957

221,725,746

As AtMarch 31, 2008

(Rs.)

2,200,000,000

1,400,001,600

1,400,001,600

354,710,546

174,455,555

529,166,101

3,835,430,988

4,364,597,089

247,540,586

2,636,331

5,479,426

4,681,654

12,797,41 1

2,079,801

4,034,454

2,918,617

9,032,872

208,928,335 238,507,714

SCHEDULE 4 - FIXED ASSETS(Refer to notes 2.3, 2.4, 2.9 and 9 Schedule 1 5)

PARTICULARS

Tangible Assets

Leasehold land (Footnote!)

Buildings (Foot note 2)

Plant and machinery (Foot note 3)

Furniture, fixtures and fittings

Vehicles

Electronic data processing equipment

Intangible Assets

Computer software

Previous year

Capital work-in-progress

GROSS BLOCK

As At

April 1,2008

(Rs.)

91,608,753

854,089,936

5,603,549,431

47,381,668

1,063,683

35,155,837

47,206,168

6,680,055,476

6,131,357,579

Additions

for the year

(Rs.)

12,571,181

176,987,310

1,286,289,874

9,385,248

1,244,951

6,065,966

1,048,466

1,493,592,996

578,461,541

Sales/

Adjustments

for the year

(Rs.)

-

-

(211,915)

(389,235)

-

(1,016,664)

-

(1,617,814)

(29,763,644)

As At

March 31,2009

(Rs.)

104,179,934

1,031,077,246

6,889,627,390

56,377,681

2,308,634

40,205,139

48,254,634

8,172,030,658

6,680,055,476

DEPRECIATION/AMORTISATION

Upto

March 3 1,2008

(Rs.)

19,269,498

154,706,324

2,884,090,313

10,944,716

311,972

19,741,172

15,176,390

3,104,240,385

2,496,940,029

For the

Year

(Rs.)

2,708,790

36,848,047

617,221,517

3,110,716

128,975

4,845,076

9,472,831

674,335,952

625,767,189

On sales/

adjustments Upto

for the year Mar 3 1,2009

(Rs.) (Rs.)

21,978,288

191,554,371

(131,798) 3,501,180,032

(196,148) 13,859,284

440,947

(928,167) 23,658,081

24,649,221

(1,256,113) 3,777,320,224

(18,466,833) 3,104,240,385

NET

As At

Mar 31,2009

(Rs.)

82,201,646

839,522,875

3,388,447,358

42,518,397

1,867,687

16,547,058

23,605,413

4,394,710,434

3,575,815,091

816,291,651

BLOCK

As at

March 3 1,2008

(Rs.)

72,339,255

699,383,612

2,719,459,118

36,436,952

751,711

15,414,665

32,029,778

3,575,815,091

3,634,417,550

589,661,342

(0nmD^M

mto•nO73

zO3J>HO

H

m>n00cH

(Includes capital advances and capital inventory)

NOTES:

1 . Gross block of leasehold land includes land amounting to Rs. 66,212,104 (previous year Rs. 66,212,104) obtained on lease from the Land & Development Office, New Delhi, under

licensing arrangement and pending execution of the related lease agreements.

2. Buildings have been constructed on land acquired on lease from various Government Authorities

3. Additions to fixed assets are net of Rs. 212,020,977 (pre\rious year Rs 22 1,355,549) on account of recoveries from PNG customers towards the cost of installation of PNG pipeline

Pp1network.

As At As AtMarch 3 1 , 2009 March 3 1 , 2008

(Rs.) (Rs.)

SCHEDULE 5 - INVESTMENTS (CURRENT UNQUOTED - NON TRADE)(at cost or fair value whichever is lower)

Name of Mutual Fund NAV as at Face Value as at No. of units as at No. of units as at

Indraprastha G

as Limit

SC

HE

DU

LES

March 3 1,2009 March 3 1,2009 March 3 1,2009 March 3 1,2008 ^ |g

HDFC - FRIF - STF - WP

Kotak Flexi Debit Scheme-Daily Dividend

Reliance Liquid Plus/Money Manager Fund

DWS Liquid Plus/DWS Ultra Short Term Fund - IP

JP Morgan Liquid Plus Fund

Franklin Templeton Floating Rate Income Fund-SIP

HDFC Cash Management Fund - FRIF-STF-Wholesale Plan

Principal Floating Rate Fund-Flexible Maturity Plan-IP

Tata Floating Fund

Birla Liquid Plus-IP

LIC Liquid Plus Fund

Birla Cash Plus - Institutional Premium - Daily Dividend

Units purchased and sold during the year

Name of Mutual Fund Scheme

Franklin Templeton Floating Rate Income Fund-SIP

ABN Amro Money Plus Fund

DSP Blackrock Liquid Plus - IP

HDFC Cash Management Fund -Savings Plus

Wholesale Daily Dividend

HDFC - FRIF - STF - WP

HDFC Cash Management Fund - FRIF-STF-Wholesale Plan

HSBC Liquid Plus Fund - IP Plus

Kotak Flexi Debit Scheme-Daily Dividend

Kotak Liquid Insti. Prem Plan

Kotak Floater Long Term

ICICI Prudential Flexible Income Plan

ICICI Prudential Floating Rate Fund Plan-D- Daily Dividend

Reliance Liquid Plus/Money Manager Fund

Principal Floating Rate Fund-Flexible Maturity Plan-lp

1

Purchased

No. of Units

9,597,351

6,525,721

201,381

45,042,941

25,042,911

4,236,259

11,038,976

23,613,139

5,656,149

24,869,063

18,966,850

11,184,569

331,553

32,765,154

10.08

10.05

,001.14

10.02

10.01

-

-

-

.

-

-

-

Sold

No. of Units

20,090,541

6,525,721

201,381

45,042,941

-

24,525,505

11,038,976

-

5,656,149

24,869,063

18,966,850

11,184,569

80,200

47,800,863

10.00 25,042,911

10.00 23,613,139

1,000.00 251,353

10.00 8,235,259

10.00 21,773,819

10,493,190

20,289,246

15,035,709

20,588,342

17,112,281

20,534,323

4,496,725

Name of Mutual Fund Scheme

Tata Floating Fund

Birla Cash Plus - Institutional Premium - Daily Dividend

Birla Liquid Plus-IP

Sundaram BMP Paribas Liquid Plus -SIP

LIC Liquid Plus Fund

LIC Floating Rate Fund STP Dividend

ING Liquid Plus

DWS Liquid Plus/DWS Ultra Short Term Fund - IP

Grindlays FRIF IP - LTP - Plan B

Canara Robeco Liquid Plus - IP

Canara Robeco Liquid -SIP

JP Morgan Liquid Plus Fund

IDFC Liquid Plus - Treasury Plan B

IDFC Liquid Plus / Money Manager - Treasury Plan C

JM Money Manager Fund - Super Plus

252,455,080

237,253,010

251,638,969

82,500,000

217,931,981

-

-

-

.

-

-

-

1,041,779,040

Purchased

No. of Units

38,963,302

6,629

63,116,434

28,368,327

41,150,279

20,010,028

20,109,880

61,582,257

10,071,329

37,585,968

20,110,861

44,684,074

9,482,733

30,145,906

12,032,631

105,045,231

204,533,862

150,542,030

206,616,361

171,239,172

205,343,226

45,054,940

1,088,374,822

Sold

No. of Units

59.551,644

4,503,354

80,228,715

28,368,327

61,684,602

20,010,028

20,109,880

53,346,998

10,071,329

37,585,968

20,110,861

22,910,255

9,482,733

30,145,906

12,032,631

O I I

11 11o Hs if% 113 H0 ||"" 11i IIm rlls -mit ..—^^Mc -ô m

H •*" H

••••••••1

•I1

••


.^.Indraprastha Gas Limited


PARTICULARSAs at As at

Mar 31, 2009 March 31, 2008(Rs.) (Rs.)

SCHEDULE 6 - INVENTORIES

CNG and Natural Gas in Pipeline(at lower of cost or net realisable value)

Stores and spares (at cost)(Refer note 2.6 of schedule 15)

Less: Provision for obsolescence

SCHEDULE 7 - SUNDRY DEBTORS

Secured - Considered good

Exceeding six months

Others

Unsecured

Exceeding six months

-Considered good

-Considered doubtful

Less: Provision for Doubtful Debts

Others considered good

SCHEDULE 8 - CASH AND BANK BALANCES

Cash in hand

Balances with Scheduled Banks:

On current accounts

On fixed deposit accounts (including under lien Rs. 555,084;previous year Rs. 939,040)

245,491,753

(11,882,445)

297,819

65,124,479

3,839,159

233,609,308

237,448,467

65,422,298

17,989,973

41,911,146

1,401,781,277

1,461,682,396

3,210,322

233,545,388

(7,561,015)

229,194,695

26,130

45,682,087

45,708,217

4,118,073

1,891,176

(1,891,176)

4,118,073

249,195,971

318,736,342

2,932,215

1,025,676

(1,025,676)

2,932,215

177,786,559

226,426,99 1

14,819,581

88,947,335

1,295,104,242

1,398,871,158


Indraprastha Gas Limited__™~r • f-f • •»•"•*»


PARTICULARSAs At

March 31, 2009(Rs.)

As AtMarch 31, 2008

(Rs.)

SCHEDULE 9 - OTHER CURRENT ASSETS

(Unsecured, considered good)

Income accrued and not due

SCHEDULE 10 - LOANS AND ADVANCES

(Unsecured, considered good)

Advances recoverable in cash or in kind orfor value to be received *

Security deposits

Interest accrued but not due on Fixed Deposits

Advance tax (net of provision for taxationRs. 4,080,372,123 previous year Rs.3,180,290,456)

Balance with Excise authorities

Includes amounts due from directors of the company

Rs. Nil (previous year Rs. Nil)

Maximum amount outstanding at any time during the year

Rs. 10,000 (previous year Rs.97,020)

20,386,151

20,386,151

242,761,566

22,232,385

62,767,403

122,855,363

103,330,763

553,947,480

18,084,155

18,084,155

231,215,515

3,278,951

49,377,608

58,000,692

64,673,675

406,546,441


ff*i*fr*i ii rre- EXM>k«iKJ/? DADTPARTICULARS

TUC Afff%l INITCMarch 31, 2009

(Rs.)March 31, 20QB

(Rs.)

SCHEDULE 1 1 - CURRENT LIABILITIES ANDPROVISIONS

(A) CURRENT LIABILITIES

Sundry Creditors *

Unclaimed Dividend #

Other liabilities

Note

#

There are no dues outstanding to small scale industrialundertakings. Presently, the Company does not have informationwith regard to the parties covered, if any, under the Micro, Smalland Medium Enterprises Development Act, 2006.

There is no amount due and outstanding at the year end to becredited to Investor Education and Protection Fund.

(B) PROVISIONS

Proposed Dividend

Corporate Dividend Tax on Proposed Dividend

Gratuity

Leave Encashment

835,989,336

3,578,388

17,875,974

857,443,698

560,000,640

95,172,109

7,756,195

16,120,700

679,049,644

772,484,991

2,021,735

13,877,690

788,384,416

560,000,640

95,172,109

6,118,860

11,869,533

673,161,142




PARTICULARS


(Rs.)


(Rs.)

SCHEDULE 12 - OTHER INCOME

Interest on short term deposits with banks[Gross of tax deducted at source Rs.30,489,524(previous year Rs. 10,430,091)]

Income from Mutual Fund Investments(current non trade investments)

Liabilities/ provisions no longer requiredwritten back

Foreign exchange gain (Net)

Miscellaneous income

150,249,969

68,420,479

23,876,506

19,657,514

262,204,468

78,950,614

85,864,790

16,968,852

5,357,775

47,238,507

234,380,538

SCHEDULE 13 - (INCREASE)/DECREASE IN INVENTORIES

Closing Stock of CNG and Natural Gas

Opening Stock of CNG and Natural Gas

(Increase)/Decrease in Inventories

3,839,159

3,210,322

(628,837)

3,210,322

3,140,054

(70,268)


SCHEDULES FORMING PART OF

PARTICULARS

SCHEDULE 14 - OPERATING ANDOTHER EXPENSES

Operating expenses at CNG stations

Dealers' commission

Stores and spares consumed

Power and fuel

Rent

Hire charges:

- Vehicle

- Equipment

Rates and taxes

Repairs:

- Buildings

- Plant and machinery

- Others

Personnel expenses: (see note 1 0)

- Salaries, wages and bonus

- Contribution to provident and other funds

- Welfare Expenses

Insurance

Legal and Professional Expenses (see note 14)

Travelling Expenses

Advertisement Expenses

Security Expenses

Loss on assets sold or discarded

Provision for doubtful debts

Provision for inventory obsolescence/ written off

Bank charges

Miscellaneous expenses

THE ACCOUNTS

For the year endedMarch 3 1,2009

(Rs.)

212,425,045

89,618,809

201,053,719

149,010,428

66,068,792

63,374,304

24,445,007

2,105,661

21,839,026

143,268,475

11,804,077

176,911,578

199,995,004

7,500,760

27,834,378

235,330,142

7,983,806

25,818,315

13,737,353

13,017,341

37,885,169

330,428

865,500

5,049,854

22,768,100

71,505,340

1,419,304,691

For the year endedMarch 3 1,2008

(Rs.)

153,030,719

71,773,426

169,117,722

90,116,169

59,134,558

44,808,413

29,961,326

2,771,561

29,406,146

64,294,382

10,931,052

132,378,732

6,401,914

1 3,779,324

1 2,847,707

23,970,853

11,509,339

1 1 ,460,778

34,110,008

7,656,565

1 ,025,676

4,509,290

10,050,619

35,023,842

1,030,070,121



SCHEDULE 15

NOTES TO THE ACCOUNTS

1. Background

Indraprastha Gas Limited (The Company') was incorporated on December 23, 1998 under the Companies Act, 1956. Itis listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

The Company is a joint venture between GAIL India Limited and Bharat Petroleum Corporation Limited. The Company'sbusiness consists of sale of Compressed Natural Gas (CNG) and Piped Natural Gas (PNG).

2. Significant Accounting Policies

2.1 Basis of preparation of financial statements

The financial statements are prepared on the accrual basis under the historical cost convention in accordance withGenerally Accepted Accounting Principles, the provisions of the Companies Act, 1956 and applicable AccountingStandards prescribed under Section 211 (3C) of the Companies Act, 1956.

2.2 Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosureof contingent liabilities on the date of financial statements. Actual results in future could differ from those estimates.Any revision to accounting estimates is recognized prospectively in current and future periods.

2.3 Fixed assets

a) Fixed assets are stated at their original cost including freight, duties, taxes and other incidental expenses relatingto acquisition and installation and are net of recoveries from PNG customers towards the cost of installation ofPNG pipeline network.

b) Expenditure incurred during the period of construction, including all direct and indirect expenses, incidentaland related to construction, is carried forward and on completion, the costs are allocated to the respectivefixed assets.

c) Gas distribution systems are commissioned on commencement of supply of gas to consumers. In the case ofcommissioned assets where final payment to the contractors is pending, capitalization is made on an estimated

, basis pending receipt of final bills from the contractors, and subject to adjustment in cost and depreciation inthe year of final settlement.

d) Insurance spares are capitalized with the cost of plant and machinery and depreciated over the useful life of therespective asset.

e) Capital inventory represents items of capital nature lying in the stores and valued at cost.

f) Intangible assets comprising ERP software are amortised using straight line method over an estimated usefulperiod of 5 years.

g) The carrying amount of assets, including those assets that are not yet available for use, are reviewed at eachbalance sheet date to determine whether there is any indication of impairment. If any such indication exists,.recoverable amount of asset is determined. An impairment loss is recognized in the profit and loss accountwhenever the carrying amount of an asset exceeds its recoverable amount. An impairment loss is reversedonly to the extent that the carrying amount of asset does not exceed the net book value that would have beendetermined if no impairment loss had been recognized.



2.4 Depreciation and amortization(Also refer to Note 5)

Depreciation is charged on a pro-rata basis on the straight line method over the estimated useful lives of assets,determined as follows:

Mother Compressors, Online Compressorsand Booster Compressors

Leasehold land

Bunkhouses

Signages

All other assets

7 years

Over the period of lease

5 years

1 0 years

Rates prescribed under Schedule XIVto the Companies Act, 1 956

Assets costing Rs. 5,000 or less are fully depreciated in the year of purchase. Rates of depreciation are equal to ormore than Schedule XIV to the Companies Act, 1956.

2.5 Investments

Current investments are stated at the lower of cost and fair value.

2.6 Inventoriesa) Stores and spares are valued at cost on weighted average basis. Provision for obsolescence is made where

necessary.b) Stock of CNG in cascades and Natural Gas in pipelines is valued at the lower of cost on First in First out (FIFO)

basis or net realisable value.c) Closing stock of Natural Gas in pipelines and cascades is estimated on a volumetric basis.

2.7 Revenue recognitiona) Revenue on sale of Piped Natural Gas is recognized based on consumption by the customer.b) Revenue on sale of Compressed Natural Gas (CNG) is recognized on sale of gas to customers from CNG

stations.c) Income from deposits is recognized on a time proportion basis. Dividend income from investment in mutual

funds is recognized, when the Company's right to receive payment is established.

2.8 Foreign currency transactions

Transactions in foreign currency are translated at the exchange rates prevailing on the date of the transaction. Monetaryforeign currency assets and liabilities are translated at exchange rates prevailing as at the year-end. Exchange gains orlosses arising out of fluctuation in exchange rates on settlement during the year and/or translation at year-end arerecognized in the profit and loss account.

2.9 Borrowing costs

Borrowing costs that are directly attributable to the acquisition or construction of an eligible capital asset is capitalizedas a part of the cost of that asset. Other borrowing costs are recognized as an expense in the period in which theyare incurred.

2.10 Retirement benefits

Incremental liabilities in respect of gratuity, leave encashment and sick leave are provided on the basis of actuarialvaluation as at the balance sheet date and are charged to the profit and loss account. Contributions for providentfund are charged to the profit and loss account as incurred.

2.11 Operating leases

Lease rentals are recognized as an expense in the profit and loss account on straight-line basis over the term of thelease.



• 2.12 Taxation

Income tax expense comprises current tax, deferred tax and fringe benefit tax. Current Tax and Fringe Benefit Taxis amount of tax for the period determined in accordance with the Income-tax Act, 1961. Deferred Tax charge orcredit reflects the tax effects of timing differences between accounting income and taxable income for the period.The deferred tax charge or credit and the corresponding deferred tax liability or deferred tax asset are recognizedusing the tax rates that have been enacted or substantially enacted by the Balance Sheet date. Deferred tax assetsare recognized only to the extent there is reasonable certainty of realisation in the future. Such assets are reviewedat each balance sheet date to reassess realisation. Where there are unabsorbed depreciation and carry forwardlosses under tax laws, deferred tax assets are recognized only if there is virtual certainty supported by convincingevidence that such deferred tax assets can be realised in future.

2.13 Earnings per share

Basic earning per share is computed using the weighted average number of equity shares outstanding during theyear. Diluted earning per share is computed using the weighted average number of equity and dilutive equity equivalentshares outstanding during the year, except where the results would be anti dilutive.

2.14 Contingencies

A provision is recognized in the financial statements where there exists a present obligation as a result of a pastevent, the amount of which can be reliably estimated, and it is probable that an outflow of resources would benecessitated in order to settle the obligation. Contingent liability is a possible obligation that arises from past eventsand the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertainfuture events, not wholly within the control of the enterprise, or is a present obligation that arises from past eventsbut is not recognized because either it is not probable that an outflow of resources embodying economic benefitswill be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made.

2.15 Deposits with Government Agencies, Local Authorities and Other Electricity Companies

Deposits given to Government agencies, local authorities and other electricity companies which are perennial innature are charged to revenue in the year of payment.

3. Contingent liabilities

3.1 Income Tax casesIn respect of Assessment Year 2001 -02 to Assessment Year 2006-07, the department disallowed certain claims madeor set offs availed by the Company. This resulted into adjustments to past carried forward losses aggregating Rs29,448,913 (previous year Rs. 29,448,913) and demands raised aggregating Rs. 63,289,287 (Previous year Rs.56,968,002) against which Company has deposited Rs. 32,858,902 (Previous Year Rs. 22,118,716) under protest.The Company has filed appeals against the above which are pending at various stages.

3.2 UP Trade Tax CasesThe Commercial Tax department of Uttar Pradesh has raised the demand towards UP Trade Tax for the Assessmentyear 2007-08 amounting to Rs. 1,776,435 (Previous year Rs. 1,776,435) against which Rs. 863,019 (Previous Year Rs.863,019) has been deposited and a Bank Guarantee of Rs. 914,000 is issued in favour of the department. TheCompany has filed appeals against the above demand with Tribunal, Commercial Taxes, Noida.

3.3 Bank GuaranteesThe Company's total liability towards un-expired Bank Guarantees is Rs.494,809,876 (Previous year Rs. 219,175,559).

3.4 Service chargesDuring the year the Company has received a demand of Rs. 43,745,684 towards service charges on purchase ofnatural gas for the period I July, 2008 to 31 March, 2009 The Company is of the view that the amount is not payableand is disputing the demand made by the supplier and hence no provision has been made in the books of accountsfor this amount.


8.

9.

4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

Rs 701,143,333 (previous year Rs 639,812,199).

5. The Company has installed CNG Stations on land leased from various Government Authorities under leases for periodsranging from one to five years. However, assets constructed/installed on such land are depreciated generally at the ratesspecified in Schedule XIV to the Companies Act, 1956, as the management does not foresee non-renewal of the abovelease arrangements by the Authorities.

6. Deposits from customers of natural gas, refundable on termination/alteration of the gas sales agreements, are considered

as long term funds.

7. Earnings per share

Net profit attributable to Shareholders (in Rs.)

Weighted average number of equity shares (Nos.)

Nominal value per share (in Rs.)

Basic earnings per share of Rs 10 each (in Rs.)

For the Year endedMarch 31, 2009

1,724,742,617140,000,160

1012.32

For the Year endedMarch 31, 2008

1,744,555,553

140,000,160

10

12.46

The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earningsper share of the Company remain the same.

Segment reporting

The Company operates in a single segment of Natural Gas Business mainly in the National Capital Region and thereforethe disclosure requirements as per Accounting Standard 17 "Segment Reporting" are not applicable to the Company.

Management has carried out a review of the carrying value of assets as at 31 March 2009 in accordance with the provisions ofAccounting Standard - 28, Impairment of Assets. Based on the review, the management is of the opinion that there are noimpairment indicators that necessitate any adjustments to the carrying value of assets.

10. Managerial remuneration under Section 198 of the Companies Act, 1956 (see note below)

Managing Director

Salary and allowances

Perquisites

Contribution to provident and other funds*

Commission on Profit for financial year 2007-08

Whole Time Director (refer note below)

Salary and allowances

Perquisites

Contribution to provident and other funds*

Total

For the year ended31 March, 2009 (Rs)

1,404,853

321,169

162,756

559,062

2,447,840

1,555,066599,545

86,470

2,241,081

4,688,921

For the year ended31 March, 2008 (Rs)

1,229,845

132,306

76,419

1,438,570

1,290,036

355,889

78,891

1,724,816

3,163,386

1 Does not include provisions for employee retirement benefits, which are based on actuarial valuation carried out on overall Company basis.


J,

Indraprastha Gas Limitedr , <*-.«, »jsw»«

II.

Note: Managerial Remuneration does not include:

1. Rs. 559,062 paid to Whole Time Director towards commission on profit for the financial year 2007-08, since theamount was refunded by him and the same was subsequently paid to his parent organization Bharat PetroleumCorporation Limited as per his advice.

2. Rs. 1,500,000 payable to Managing Director and Whole Time Director as commission on profit based on the periodof directorship held during the financial year ended on 31.03.2009, since the amount will be paid to their parentorganization as per their advice.

Operating lease arrangements

The Company has taken certain equipments and vehicles under operating lease agreements. The total lease rentalsrecognized as expense during the year under the above lease agreements aggregates Rs 7,640,132 (previous year Rs68,960,508). Lease obligations under non-cancellable periods are as follows:

For the year ended31 March, 2009(Rs)

For the year ended31 March, 2008(Rs)

Amounts payable in next one yearAmounts payable in next two to five yearsAmounts payable over 5 years

62,709,385103,919,640

21,548,841

12. Additional information pursuant to the provisions of paragraphs 3 and 4 of Part II of Schedule VI of the Companies Act,1956.

a) Licensed and installed capacityThe Company is operating on the basis of allocation of 2.70 Million Metric Standard Cubic Meters per day (MMSCMD,previous year 2.70 MMSCMD) of natural gas on firm basis by the order from Ministry of Petroleum & Natural Gas.

b) Information regarding purchases, sales and stock

For the year ended 31 March 2009 For the year ended 31 March 2008

Quantity Amount(Rs) Quantity Amount(Rs)Opening stockNatural Gas (SCM)Compressed Natural Gas (SCM)TotalPurchases of Natural Gas (SCM)SalesPiped Natural Gas (SCM)Compressed Natural Gas (SCM)

208,736313,300

713,335,578

1,060,3812,149,9413,210,322

4,108,297,315

204,160304,721

598,468,703

10,14,67721,25,377

3,140,0543,029,441,504

998,812,253 42,860,910 761,858,2208,622,560,582 504,621,981 7,336,122,336

(386,220,911 kgs)Total sales 9,621,372,835 8,097,980,556Internal consumption 38,679,264 200,072,098 35,346,194 178,851,742Closing stockNatural Gas (SCM) 234,956 1,258,430 208,736 1,060,381Compressed Natural Gas (SCM) 368,342 2,580,729 313,300 2,149,941Total closing stock 3,839,159 3,210,322

Notes:

1. Difference in reconciliation of opening stock, purchases, sales and closing stock of gas quantities is on account ofmeasurement tolerance and normal loss of 15,061,670 SCM (previous year 15,626,463 SCM).

2. Natural gas is purchased in SCM and Compressed Natural Gas is sold in Kgs.

3. Sale of CNG is net of discounts and gross of excise duty.

54,257,774605,255,608

(460,380,919 Kgs)

38,679,264

234,956368,342

•ft


mS^^wW^vy^^^W^s^^^^^^^m^S^H/^m^HI^

c) Value of imported and indigenous

Stores and sparesImportedIndigenous

Total

1 3. GIF value of imports

Capital goodsSpares and components

14. Auditors' remuneration*

Statutory Audit:- Audit fee- Limited review

Other servicesReimbursement of expenses* Excluding Service Tax

1 5. Related Party transactions

Following related party transactions were

Name of the Nature ofrelated party relationship

GAIL (India) PromoterLimited Venturer

Bharat Petroleum PromoterCorporation Limited Venturer

L^""^F&\

stores and spares and percentage thereof to the total consumption

For the year ended 3 1 March 2009 For the year ended 3 1 March 2008

Amount (Rs) % Amount (Rs) %

58,687,263 29 51,461,062 30142,366,456 71 117,656,660 70

201,053,719 100 169,117,722 100

For the year ended For the year ended31 March, 2009(Rs) 3 1 March, 2008(Rs)

541,675,978 135,362,34350,727,677 45,203,928

For the year ended For the year ended31 March, 2009(Rs) 31 March, 2008(Rs)

1,000,000 875,000375,000 375,000100,00015,000 20,000

carried out during the year:

Nature of transaction For the year For the year

ended ended3 1 March 2009 3 1 March 2008

(Rs) (Rs)

Purchase of natural gas 4,08 1 ,008,882 3,074,935,708(including service taxcenvatable and VAT)

Salaries, allowances and 3,042,057 1 ,869,329other related paymentsReimbursement of expenses 1 74,433 29,882Purchase of MDPE Pipes - 792,497Security Deposit 25,918,690 6,900,000Balance receivable/(payable) (223,844,613) (137,171,068)

Sale of CNG (Gross) 576,895,847 459,674,341Salaries, allowances and 3,025, 1 26 2,009,206other related paymentsAdvance for natural gas & diesel - 29,6 1 8,975Reimbursement of expenses 46,087,575 36,532,292Purchases of natural gas 1 1 7,440,3 1 9 56,43 1 ,23 1Purchases of lubricants 1 3,384,055 8, 1 42,836Commission income for sale 68,863 1 97, 1 92of lubricantOther expenses 1 , 1 48, 1 24Balance receivable/(payable) 23,655,082 62,701,206


Indraprastha vjas Limited

Key Management Personnel-RemunerationMr. Om Narayan Managing Director (upto 28 July, 2008)Mr. Rajesh Vedvyas Managing DirectorMr. Manmonhan Singh Director (Commercial)

16. Expenditure in foreign currency

Travelling

17. Earnings in foreign currency

Sale of tender documents

18. Disclosure as required under Accounting Standard -15 (Revised) on

A. Assumptions

Discount rateRate of return on plan assetsSalary Escalation

B. Change in benefit obligation

Liability at the beginning of the yearInterest costCurrent service costBenefits paidActuarial (gain) / loss on obligationsLiability at the end of the yearAmount Recognized in the balance sheet

C. Expenses recognized in the profit and loss account

Current service costsInterest costActuarial (gain) / lossExpenses charged to the profit and loss account

For the year ended31 March 2009

1,296,9551,150,8852,241,081


(Rs)

35,852


(Rs)


1,438,570

1,724,816


(Rs)

121,256


(Rs)

53,005 401,012

'Employee Benefits" for Gratuity is as under:

Gratuity31.03.2009 31.03.2008

7.50%0.00%6.00%

8.00%0.00%5.50%

Gratuity31.03.2009 31.03.2008

(Rs.) (Rs.)

6,118,860458,915

1,927,281204,449

(544,412)7,756,195

(7,756,195)

4,611,080368,886

1,448,7421,358,0291,048,181

6,118,860(6,118,860)

Gratuity31.03.2009 31.03.2008

(Rs.) (Rs.)

1,927,281458,915

(544,412)1,841,784

1 ,448,742368,886

1,048,1812,865,809

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D. Balance Sheet Reconciliation

Gratuity

Opening net liabilityExpenses charged to the profit and lossBenefits paidClosing liability

account

1 9. Company's foreign currency exposure on account payables not hedged

Currency

USDEUROCHFSEKGBP

31.03.2009

Amount in Amount inForeign Rs.

currency

1,831,814 92,561,55587,521 5,837,6296,930 304,523

19,561 118,932-

98,822,639

31.03.2009(Rs.)

6,118,8601,841,784(204,449)7,756,195

is as follows:

31.03

Amount inForeign

currency

893,70775,3376,672

19,5611,178

31.03.2008(Rs.)

4,6 1 1 ,0802,865,809

(1,358,029)6,118,860

.2008

Amount inRs.

35,721,4554,753,013

267,663131,06093,725

40,966,916

20. Corresponding figures of the previous year have been regrouped/reclassified, wherever considered necessary, to conformto current year figures.

21. Schedules I to 15 form an integral part of the financial statements.







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PART- IVBALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS

I.

II.

ill.

IV

V

Registration Details

Registration No.

Balance Sheet Date

Capital Raised during the

Public Issue

Bonus Issue

097614

3l-Mar-09

State Code

PROFILE

55

year (Amount in Rs Thousands)

NIL

NIL

Position of Mobilisation and Deployment of Funds

Total Liabilities

Sources of Funds

Paid-up Capital

Secured Loans

Deferred Tax Liability

Application of Funds

Net Fixed Assets

Net Current Assets

7,308,489

1,400,002

-

208,928

5,211,002

1,055,708

Right Issue

Private Placement

(Amount in Rs Thousands)

Total Assets

Reserves and Surplus

Unsecured Loans

Investments

Misc. Expenditure

NIL

NIL

7,308,489

5,434,167

265,392

1,041,779

NIL

Performance of the Company (Amount in Rs Thousands)

Turnover

+ - Profit/LossBefore Tax

(Please tick appropriate box

Earnings per Share in Rs.

Generic Names of Three(as per monetary terms)

Item Code No. (ITC Code)

Product Description

8,789,911

2,588,602

+ for Profit, - Loss)

12.32

Total Expenditure(Including Prior Period)

+ - Profit/LossAfter Tax

Dividend Rate %

6,201,309

1,724,743

40%

Principal products/Services of Company

2711 12100

NATURAL GAS






sd/-Rajesh AgrawalChief General Manager

(Finance)


INDRAPRASTHA GAS LIMITEDRegd. Office : IGL Bhawan, 4, Community Centre,

Sector-9, R. K. Puram, New Delhi-1 10022

NOTICE

Notice is hereby given that the 10th Annual General Meeting of the Members of INDRAPRASTHA GAS LIMITED willbe held at Sri Sathya Sai International Centre, Pragati Vihar, Lodhi Road, New Delhi-1 10003, on Wednesday, the 29th

July, 2009, at 12 noon to transact the following business: -

1. To consider and adopt the Audited Balance Sheet as at March 31, 2009, Profit & Loss Account for the yearended on that date and the Reports of the Board of Directors and Auditors thereon.

2. To declare a dividend on equity shares.

3. To appoint a Director in place of Shri S. S. Dalai, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Shri R. K. Verma, who retires by rotation and being eligible, offers himself forre-appointment.

5. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a SpecialResolution:

"RESOLVED THAT pursuant to Section 224A and other applicable provisions, if any, of the Companies Act,1956, M/s Deloitte Haskins & Sells, Chartered Accountants, be and are hereby appointed as Statutory Auditorsof the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of thenext Annual General Meeting at a remuneration to be decided by the Board of Directors."

6. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an OrdinaryResolution:

"RESOLVED THAT Shri Rajesh Vedvyas, who was appointed as an Additional Director by the Board of Directorsand who holds office upto the date of this Annual General Meeting and in respect of whom, the Company hasreceived a notice in writing from a member pursuant to the provisions of Section 257 of the Companies Act,1956, be and is hereby, appointed as a Director of the Company."

7. To consider and, if thought fit, to pass, with or without modification^), the following Resolution as a SpecialResolution:

"RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310 & 3 1 1 read with Schedule XIIIand all other applicable provisions, if any, of the Companies Act, 1956 and Article 121 (A) (iii) of the Articles ofAssociation of the Company, approval be and is hereby accorded, to the appointment of Shri Rajesh Vedvyas,as Managing Director of the Company on whole-time basis w.e.f. July 29, 2008 for a period of three years onthe terms and conditions of appointment including remuneration forwarded by GAIL (India) Limited, with theliberty to the Board of Directors to alter and vary the terms and conditions, as the Board of Directors mayconsider necessary and as may be agreed to by Shri Rajesh Vedvyas / GAIL.

FURTHER RESOLVED THAT the Company shall provide all such facilities to Shri Rajesh Vedvyas as may benecessary for his smooth functioning as Managing Director, and reimburse such expenses as are incurred byhim in carrying out the responsibilities of Managing Director.


FURTHER RESOLVED THAT Shri Rajesh Vedvyas shall not be liable to retire by rotation nor shall be reckonedfor determining the number of Directors liable to retire by rotation, till the time he holds the office as ManagingDirector of the Company."

8. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an OrdinaryResolution:

"RESOLVED THAT Shri B.C. Tripathi, who was appointed as an Additional Director by the Board of Directorsand who holds office upto the date of this Annual General Meeting and in respect of whom, the Company hasreceived a notice in writing from a member pursuant to the provisions of Section 257 of the Companies Act,1956, be and is hereby, appointed as a Director of the Company."

By Order of the Board

sd/-Date: June 16, 2009 (S. KJain)Place : New Delhi Company Secretary

Notes:

1. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE AMEMBER.

3. The instrument appointing a proxy, to be effective, must be duly filled, stamped and must reach the Company'sregistered office not later than 48 hours before the commencement of the meeting.

4. The Register of Members and Share Transfer Books of the Company will remain closed from July 22, 2009 toJuly 29, 2009 (both days inclusive) for the purpose of ascertaining the eligibility for payment of dividend.

5. The dividend payable on equity shares, if approved by the members, will be paid to those members whosenames appear on the Company's Register of Members and as per beneficial owners position received fromNSDL & CDSL as at the close of July 21, 2009.

6. Members holding shares in physical form are requested to notify change in their address, if any, quoting folionumber to Share Transfer Agents M/s Karvy Computershare Private Limited, 17-24, Vittal Rao Nagar, Madhapur,Hyderabad, Andhra Pradesh - 500 081.

7. Members are required to advise about any change of Address/ Bank Account Number:

a) To the Company's Registrar in respect of their physical share folios; and

b) To their Depository Participants (DPs) in respect of their Electronic Demat Accounts as the Company isobliged to print the Bank details on the dividend warrant as furnished by NSDL/ CDSL.

8. Members are requested to send their queries, if any, atleast 10 days in advance of meeting so that the informationcan be made available at the meeting.

9. Members are requested to bring their copy of the Annual Report to the Meeting and no copy would beprovided at AGM venue.

10. Documents referred in the accompanying Notice are open for inspection at the registered office of the Companyon all working days except Saturdays and holidays between 1030 hours to 1230 hours upto the date of AnnualGeneral Meeting.


7

Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956

Item Nos. 6 & 7

The Board of Directors appointed Shri Rajesh Vedvyas, as Additional Director w.e.f. 29th July, 2008. As per theprovisions of Section 260 of the Companies Act, 1956, he shall hold office upto the date of Annual General Meeting.The Company has received a notice under Section 257 of the Companies Act, 1956 from a member proposing hiscandidature for the Directorship of the Company.

In terms of Article 121 A (iii) of the Articles of Association of the Company, Shri Rajesh Vedvyas was nominated byGAIL as Managing Director w.e.f. 29th July, 2008 for a period of three years and his salary details was forwarded byGAIL. Accordingly, Board of Directors appointed Shri Rajesh Vedvyas as Managing Director.

Major terms & conditions of his appointment as Managing Director are as under:

I. Shri Rajesh Vedvays shall have the power of general conduct and management of the business and affairs of theCompany.

II. Salary:

Shri Rajesh Vedvyas shall draw his salary and benefits as per his service conditions from GAIL and in respect ofwhich all expenses including contributions towards Provident Fund, Pension and Gratuity shall be reimbursedto GAIL by the Company as stated more particularly herein under:

Pay Scale : Rs. 20,500 - 26,5007-

PARTICULARS

Basic Pay

Dearness Pay

VDA

Special Personal Pay

Special Pay

CCA

Catering Expenses

Professional Updation

Secondment Allowance

Rs./ MONTH

25440

14840

15315

2492

1060

300

800

1000

7050

Housing:

Shri Rajesh Vedvyas is entitled for leased accommodation for Rs. I5.900/- p.m. plus two month's pay as LeaseMaintenance Charges paid annually.

Company Car & Telephone:

Car and Telephone to be provided by the Company or reimbursement to be made as per his entitlement.

<$&,< 1:,


Other Perquisites & Benefits:

Shri Rajesh Vedvyas is also entitled to Leave Travel Concession, Holiday Home Facility, reimbursement ofspectacles, briefcase, Newspaper reimbursement, Cable Connection Charges, CEAand Medical reimbursement,etc. for self and dependent family as per GAIL rules and the Company shall bear the cost at actuals. In addition,he is entitled for incentive under PRISE (at corporate office rates), Entertainment Expenses, Leave Encashment,Uniform Allowance etc. as per GAIL's rules, which will be borne by the Company.

VDA is subject to change every quarter. Annual increment on Basic Pay is presently 4%, which is subject to thecondition that the basic and special pay shall not exceed the maximum of the pay scale.

Pension and other superannuation benefits:

Shri Rajesh Vedvyas remains on the rolls of GAIL and therefore shall be governed by the Rules and Regulationsof GAIL in respect of superannuation benefit fund.

The Board of Directors recommends the resolutions set out in item nos. 6 & 7 for your approval.

The above terms & conditions may also be treated as an abstract under Section 302 of the Companies Act, 1956.

None of the Directors of the Company, except Shri Rajesh Vedvyas himself is considered to be interested in theresolution.

Item No. 8

Shri B. C. Tripathi was nominated by GAIL (India) Ltd. as a Director on the Board in place of Dr. U.D. Choubey. TheBoard of Directors appointed Shri B. C. Tripathi, as an Additional Director w.e.f. February 1, 2009.

As per the provisions of Section 260 of the Companies Act, 1956, he shall hold office upto the date of AnnualGeneral Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from amember proposing his candidature for the Directorship of the Company.

The Board of Directors recommend the resolution set out in item no. 8 for your approval.

None of the Directors of the Company, except Shri B.C. Tripathi himself is considered to be interested in theresolution.

By Order of the Board

Date:June 16, 2009Place : New Delhi

sd/-(S. K. Jain)

Company Secretary


INDRAPRASTHA GAS LIMITED(A joint Venture of GAIL (India) Ltd., BPCL & Govt. of NCT of Delhi)

Regd. Office : IGL Bhawan, 4, Community Centre, Sector-9, R. K. Puram, New Delhi-110022

ATTENDANCE FORM

Member(s) or his/her/their proxy(ies) are requested to present this form for admission, duly signed in accordance with his/

her/their specimen signature(s) registered with the Company.

Name: Client ID No. of Shares

Folio No.: DPID. No.

I hereby record my presence at the 10th ANNUAL GENERAL MEETING of Indraprastha Gas Limited to be held on Wednesday,

the 29th July, 2009, at 12 noon at Sri Sathya Sai International Centre, Pragati Vihar, Lodhi Road, New Delhi-110003, or any

adjournment thereof.

Please V in the box.

Member Proxy

Name of the Proxy in Block Letters Member's Signature Proxy's Signature

INDRAPRASTHA GAS LIMITED(A Joint Venture of GAIL (India) Ltd., BPCL & Govt. of NCT of Delhi)

Regd. Office : IGL Bhawan, 4, Community Centre, Sector-9, R. K. Puram, New Delhi-1 10022

PROXY FORM

I/We of in the district of

being a member(s) of INDRAPRASTHA GAS LIMITED hereby appoint of

in the district of or failing him of

in the district of as my/our proxy to attend and vote for me/us on my/our behalf

at the 10th Annual General Meeting of the Company to be held on 29* July, 2009 and any adjournment thereof.

Signed on at

Signature (s)

RevenueStamp

Name

Folio NoYCIient ID* DPID*

Address

* Applicable for Shareholders holding shares in electronic form.

Note: I. The Proxy need NOT be a member.2. The Proxy form duly signed across a Revenue Stamp should reach the Company's Registered Office atleast

48 hours before the meeting.


INDRAPRASTHA GAS LIMITED(A Joint Venture of GAIL (India) Ltd., BPCL & Govt. of NCT of Delhi)

www.iglonline.net