PIPELINE INFRASTRUCTURE LIMITED · Details of the Company Pipeline Infrastructure Limited (Formerly known as Pipeline Infrastructure Private Limited) CIN: U60300MH2018PLC308292 Registered

PIPELINE INFRASTRUCTURE LIMITED

(formerly known as Pipeline Infrastructure Private Limited)

2ND ANNUAL REPORT

FINANCIAL YEAR 2019-20

Details of the CompanyPipeline Infrastructure Limited(Formerly known as Pipeline Infrastructure Private Limited)

CIN: U60300MH2018PLC308292Registered Office: Unit No. 703, 7th Floor, Tower 3, Equinox Business Park, Off BKC, Kurla (W), Mumbai, Maharashtra - 400070, India Tel No.: +91 22 6210 4100; Fax No.: +91 22 6210 4150Website: www.pipelineinfra.com; Email: [email protected]

Board of Directors

Non-executive Directors Independent DirectorsMr. Mihir Anil Nerurkar - Chairperson Mr. Arun BalakrishnanMr. Arpit Agrawal Mr. Chaitanya PandeMr. Jeffrey Wayne Kendrew Mr. Premesh Kumar JainMs. Julia Kleopatra FelmeriMr. Nawal SainiMr. Sanjay Barman Roy

AuditorsJoint Statutory Auditors

M/s. Deloitte Haskins & Sells LLP,Chartered Accountants

(Firm Registration Number: 117366W/W-100018)

M/s. Chaturvedi & Shah LLPChartered Accountants

(Firm Registration Number: 101720W/W-100355)

Cost Auditor Internal Auditors Secretarial AuditorsMr. Suresh D. Shenoy

(Membership No. 8318) (Firm Registration No. 102173)

M/s. Moore Stephens SinghiAdvisors LLP

M/s. Mayekar & Associates,Company Secretaries

(Firm Registration Number: P2005MH007400)

Registrar & Transfer AgentsKFin Technologies Private Limited

(formerly known as Karvy Fintech Private Limited)Karvy Selenium Tower B, Plot no 31-32,

Financial District, Nankramguda, Serilingampally, Hyderabad, Rangareddi, Telegana - 500 032

Tel.: +91 40 6716 2222Web.: www.kfintech.com

Debenture TrusteeIDBI Trusteeship Services Limited

Asian Building, Ground Floor,17 R. Kamani Marg,

Ballard Estate, Mumbai - 400 001Tel.: +91 22 4080 7000

Web.: www.idbitrustee.com

CONTENTParticulars Page No.

Chairman’s Message 1

CEO’s Message 2

Board of Directors 4

Management Team 5

Report of the Board of Directors 6

Independent Auditors’ Report 42

Audited Financial Statements 50

CORPORATE INFORMATION

1Annual Report | 2019-2020

Dear Stakeholders,

On behalf of the Board of Directors and Pipeline Infrastructure Limited (“PIL”) family, it is my privilege and honor to present to you the Annual Report for the financial year ended March 31, 2020.

PIL pipeline is Country’s first bi-directional pipeline, connected to major pipelines in the Country. PIL is owned by India Infrastructure Trust, an infrastructure investment trust sponsored by Brookfield Asset Management, a global leader in alternative asset management. PIL Pipeline has been established to transport gas from Kakinada (Andhra Pradesh) to Bharuch (Gujarat) and includes various spurs and interconnects along its route. Today, it connects to all major existing gas transmission networks in eastern, western and northern parts of India forming the backbone of a vast pan-India national gas grid spanning over 16,575 Km.

Globally, the share of natural gas in the energy mix stands at 24% as of today, as against 6% in the Indian energy basket. The Natural Gas sector has contributed fairly, with gas demand growing at 2.3 % from 2018, making it the second-fastest growing source of primary energy behind renewables. The world economy has witnessed a paradigm shift due to the unforeseen COVID 19 pandemic during the year 2019-20. Despite the inevitable, your Company continued to perform at its best and ensured the availability of clean and green energy to all its customers.

PIL had a safe year in 2019-20, without any Loss Time Injury and safely transported volume of 18.78 MMSCMD of natural gas (against 19.11 MMSCMD in 2018-19). Both availability and reliability of equipment were above 98% as a result of prudent maintenance practices. Due to an increase in tariff, EBIDTA for the FY 2019-20 is Rs. 1,296.92 Crore as against Rs. 249.35 Crore for FY 2018-19.

It gives me immense pleasure in informing you that PIL completed 10 new connectivity during the year, out of which 2 have commenced supply of gas. PIL pipeline for the first time, operated in the reverse direction in June 2020 with gas flowing from CS06 in the reverse direction. You would be glad to note that PIL also completed necessary modification work at CS01 for receiving gas from multiple sources at different pressures.

Your Company continued to strengthen its Investor Relations through continuous engagement, timely disclosures and unbiased access to various stakeholders.

PIL is committed to provide safe and healthy environment for all its employees, contract workforce and community at large. It is our constant endeavour to ensure the well-being and safety of our employees and contract workforce by providing a conducive working environment. Your Company is committed to creating and promoting diversity and inclusivity. PIL perseveres to eliminate unconscious bias that could stem from gender, color, race, age, nationality, disability status, and religion. We, at PIL, constantly strive to support the communities along its pipeline through its CSR initiatives in areas of education, infrastructure development and sustainable & healthy living.

In the coming years, PIL will continue to focus on the availability of clean and green energy pan India by connecting multiple gas sources to the customers. PIL will remain committed towards maintaining the highest standards of safety in our operations. Further, PIL will continue to explore new potential opportunities of growth.

As we continue to build a sustainable future, I along with the Board of Directors, would like to sincerely thank all our stakeholders including our esteemed shareholders, lenders, customers, the Government and regulatory bodies, and the communities in which we operate. The Board also conveys their gratitude to contractors, vendors and consultants who have enabled us to successfully implement projects to get the desired results. On behalf of the Board, I express my sincere appreciation to all the employees for their hard work and commitment.

Mihir NerurkarChairman

CHAIRMAN’S MESSAGE

2 Pipeline Infrastructure Limited (formerly known as Pipeline Infrastructure Private Limited)

Dear Stakeholders,

We are in the middle of the biggest crisis mankind has ever faced, the COVID-19 pandemic. This pandemic has had an unprecedented impact on both social and economic activities. Having said that, each time we have faced economic crises, we have bounced back stronger. I am hopeful that this time too, we will get through this disruptive phase, rebuild our businesses and adapt to the new normal.

The financial year ending March 31, 2020 was remarkable. I would like to thank our stakeholders for their incessant trust and perseverance that helped us achieve our goals and beyond. Financial year ending March 31, 2020 was Company’s first full financial cycle since the Company was incorporated on April 20, 2018 and business was operative from July’18 to March’19 in FY 2018-19.

The trunk pipeline owned by your Company is 48” in diameter and 1,375 km in length, and traverses five states from Kakinada in Andhra Pradesh to Bharuch in Gujarat. Additionally, there are spur lines of nearly 105 km in length. The pipeline is strategically located connecting the large east coast gas reserves (Reliance Industries Limited and ONGC gas fields) to the mature markets in the west. Being the first bi-directional pipeline in India, it also allows PIL to transport imported gas from Shell Hazira terminal in Gujarat to the customers, not only in the West and North of India but to the customers towards the eastern part, if required. PIL pipeline interconnects major pipeline networks such as HVJ/DVPL in Gujarat, DUPL in Maharashtra and KG Basin network in Andhra Pradesh (owned and operated by GAIL (India) Limited), Gujarat State Petronet Limited (“GSPL”) in Gujarat as well as GSPL India Transco Pipeline in Andhra Pradesh. The Pipeline is also transporting gas from LNG terminals at Dahej and Dhabol through inter-connected pipelines of GAIL and GSPC.

During the financial year 2019-20, PIL transported ~18.78 MMSCMD of gas volume and earned transportation revenue of Rs. 1,501.14 Crore, including revenue under deferred delivery services, which PIL continues to offer as a value-added service to its customers. The pipeline capacity utilization for the financial year was 22% as compared to the industry average capacity utilization of 47%. Your Company earned a total revenue of Rs. 2,407.14 Crore during the year 2019-20, a 100% increase from Rs. 1,058.38 Crore last year, attributed to the determination of final initial unit natural gas pipeline tariff at Rs. 71.66/MMBTU by PNGRB, with effect from July 1, 2019. EBIDTA is Rs. 1,296.92 Crore and Rs. 249.35 Crore for FY 2019-20 and FY 2018-19, respectively.

In the wake of the pandemic induced lockdown, PIL shifted its control room to compressor station in Kalyan from Navi Mumbai to ensure uninterrupted business operations. The Company has signed a connectivity agreement with ONGC to source gas from their fields in east coast for FY 2021-22. The connectivity of the PIL pipeline with GSPL India Transco Pipeline in Andhra Pradesh is complete and gas supplies to Ramagundam Fertilizers and Chemicals Limited has commenced. PIL has initiated work on direct connectivity for the evacuation of gas from KG-DWN 98/2 fields of ONGC at Mallavaram in Andhra Pradesh. The modifications required in PIL pipeline system for receipt of gas at CS01 from different sources, under different pressure regimes, were completed successfully. For the first time ever, your Company adopted physical reverse flow of gas in June 2020, CS06 pushing gas into the pipeline in reverse direction. The flow of gas from west to east will provide swathes of business opportunities in the near future. During FY 2019-20, PIL has successfully completed hook-up projects with new customers including Mahesh Gas Limited, Torrent Gas Private Limited, GSPL India Transco Limited, Unison Enviro Private Limited, Bharat Gas Resources Limited and Gujarat Gas Limited.

The pipeline system crossed a cumulative mark of 111.94 Billion SCM of gas transportation since the commencement of operations and delivered 6.62 Billion SCM during the year without any interruption or business loss. I am happy to inform that your Company exceeded its performance against targets in all its operating parameters. The system achieved 98.98% availability of Critical Equipment against the target of 98%. System Use Gas as a percentage of total gas delivered was 1.11% against the target of 1.58%. Unaccounted for Gas stood at 0.059%, against the benchmark of ±0.10%. The entire pipeline, spur pipelines and compressor station piping remained under cathode protection. Pipeline Integrity Index stood at 97.2 against the target of 97. No security breach was observed during the year.

CEO’S MESSAGE


In our journey of providing a safe and conducive working environment for all our employees, contract workforce and community at large, we stringently follow GOAL ZERO - NO HARM, NO INJURY & NO LEAKS. As on March 31, 2020, PIL completed cumulative 9.88 million safe man-hours and 1,502 days without Loss Time Injury (“LTI”) incidents. Overall HSE Index for the year stands at 97.24 against target of 95. PIL is committed to comply with all the statutory and regulatory requirements.

PIL promotes openness and demonstrates honesty, fairness and ethical behaviour in all its decisions, practices and interactions towards achieving a positive work environment. The Ethical Governance Framework at PIL is primarily driven by Core Governance Policies viz. Code of Conduct, Anti- Bribery and Corruption (ABC) Policy and Whistle-Blower Policy. Towards capacity building, trainings are conducted for employees and other stakeholders to reinforce their awareness, knowledge and commitment towards the above policies.

Your Company strives to be a leader in the transmission of natural gas through cross country pipeline in a safe, responsible and sustainable manner. The Company acknowledges the fact that health and safety of employees, customers and communities in which a business operates, plays a significant role in defining success. PIL believes in sustainable development of communities around its installation and is committed to fulfil its social responsibility. Even though PIL is not mandated to make CSR expenditures under applicable laws, we have spent Rs. 39.92 Lakhs during the year on the identified welfare activities.

Your Company recognizes and embraces the importance of a diverse workforce. PIL respects, values and understands the uniqueness every individual brings to the table irrespective of gender, nationality, race, age, color, disability and religion. Thus, creating a diverse and inclusive culture is a business priority. We are committed to hiring and retaining the best talent and being a great place to work. For this, we emphasize on endorsing a collaborative, transparent and engaging organization culture, and merit based rewarding. We have made a significant progress in our endeavour to improve the gender diversity at PIL since the acquisition by Brookfield in March 2019 and continue to make meaningful progress in improving overall diversity at PIL.

PIL is working towards its core strategy of consistently increasing utilization of the pipeline by connecting all possible available domestic and imported sources with potential customers. In addition, PIL would benefit from the targeted increase in percentage of gas in the energy mix from 6% to 15%, based on the gas market reforms initiatives by the Government. Towards these efforts, PIL is working closely with the stakeholders for a successful operation of one of its kind natural gas trading platform in the country, which would further strengthen the gas markets. Your Company is also pursuing reforms with regards to tariff regulations in collaboration with regulatory bodies and is hopeful of a positive outcome. In the recent past, PNGRB has concluded several CGD bidding rounds. As a part of this endeavour, PIL has had a gamut of opportunities to provide gas connectivity to many CGD entities. PIL is now geared up to commence transportation of gas from the upcoming fields of Reliance Industries Limited (and JV Partners) on the east coast. PIL would continue its pursuit of identifying new and viable opportunities for future pipelines and existing /new LNG terminals.

Lastly, I would like to express a deep sense of gratitude to all our stakeholders who have reposed their confidence and faith in PIL. I want to thank our employees for their dedication and incredible performance throughout FY 2019-20. I would like to appreciate the unwavering trust and support we have received from our shareholders, customers, lenders, the Government and Regulatory Bodies, vendors and contract workforce. In addition, I want to thank the communities in which we operate, for their co-operation and continuous support. I hope that we make our stakeholders proud with every action we take, today and tomorrow.

Akhil MehrotraChief Executive Officer


Mr. Premesh Kumar JainIndependent Director

Mr. Sanjay Barman RoyNon-Executive Director

Mr. Jeffrey KendrewNon-Executive Director

Mr. Arun BalakrishnanIndependent Director

Ms. Julia FelmeriNon-Executive Director

Mr. Nawal SainiNon-Executive Director

Mr. Chaitanya PandeIndependent Director

Mr. Mihir NerurkarNon-Executive Director -

Chairperson

BOARD OF DIRECTORS

Mr. Arpit AgrawalNon-Executive Director

Detailed profile of the Board of Directors is available on the website of the Company i.e. www.pipelineinfra.com


Mr. Emani V S RaoChief Commercial Officer

Mr. Narayan ChaudhariHead - Health, Safety and

Environment

Mr. Sourav GuptaHead - Risk and Compliance

Mr. Gurpreet SinghHead - Corporate Services

Mr. Akhil MehrotraChief Executive Officer

MANAGEMENT TEAM

Mr. Raghavanachari SureshChief Operating Officer

Mr. Kunjal ThackarChief Financial Officer

Ms. Puja TandonCompany Secretary

Mr. Emani V S RaoChief Commercial Officer

Detailed profile of the Management Team is available on the website of the Company i.e. www.pipelineinfra.com


Report of the Board of DirectorsFinancial Statements

Dear Members,

Your Company’s Directors are delighted to present their Second Report together with the Audited Financial Statements of Pipeline Infrastructure Limited (“Company/PIL”) for the financial year ended March 31, 2020 (“year under review/FY 2019-20”).

ECONOMIC OVERVIEW

Global Economy

The energy sector witnessed a slow growth last financial year due to weak economic growth and the onset of COVID 19. Globally the year 2019 saw a rise in Global GDP by 2.9% vis-à-vis a growth of 3.6% in 2018. This slowdown was particularly evident in the US, Russia and India, as compared to the growth in 2018. China was an exception, with its energy consumption accelerating in 2019. The primary energy consumption growth descended to 1.3% last year, less than half the rate of growth in 2018 (2.8%). Globally, the year 2019 saw a rise in Global GDP by 2.9% vis-à-vis a growth of 3.6% in 2018.

The global Natural Gas sector grew at 2.3%, making it the second-fastest growing source of primary energy behind renewables. Moreover, the share of gas in the energy basket rose to a record high of 24.2%. In terms of volume, demand grew by 78 Billion Cubic Metres (“BCM”), led by USA and China and gas production grew by 132 BCM.

Global Gas: Headline trends in 2019

Source: Global Gas Report 2020, Snam, International Gas Union and Bloomberg NEF

Since the beginning of 2019, around 11 new LNG import terminals have been commissioned, bringing the total regasification capacity to 844 Million Tonne Per Annum (“MMTPA”), or 1,148 BCM per year. These new import terminals are a mix of onshore terminals, floating storage and regasification units and small scale facilities, mostly supporting existing import markets.

Initial assessments suggest that gas demand may decline by 4% in 2020 and further the impact on global LNG demand is seen shrinking by 4.2% this year, assuming the outbreak is contained by early 2021. This would be the largest ever recorded decline in gas demand since the 2nd half of 20th century. However, technological advancements and policy support can help the sector to bounce back strongly.

Indian Economy

As per provisional estimates, Ministry of Commerce and Industry pegs the growth in India at around 4.2% in 2019-20 over the last financial year. The total consumption of natural gas saw a growth of about 3,000 Million Standard Cubic Meter (“MMSCM”), while dependency on LNG imports increased exceptionally. The dependency on imported gas rose to 52.7% from 47.3% in 2018. The Natural Gas consumption (including internal use) in India was approximately 153 Million Standard Cubic Meter Per Day (“MMSCMD”) in FY 2019-20.

PIL Pipeline (1,480 Km) constitutes nearly 9% of the 16,575 Km of operational Natural Gas Pipeline Network in India. In capacity terms, PIL pipeline constitutes 23% of the design capacity and contributes to nearly 11% of the total gas volumes transported in India.

REPORT OF THE BOARD OF DIRECTORS

(Source: PPAC Monthly Report FY 2019-20)



As per the data released by Ministry of Commerce, the output of India’s eight key industries contracted by approximately 15% in June 2020, showing some recovery from the 22% fall in May 2020. Barring Fertilizer (rising 4.2%), the output of Coal, Crude Oil, Natural Gas, Refinery products, Steel, Cement & Electricity declined by 15.5%, 6%, 12%, 8.9%, 33.8%, 6.9% and 11% respectively. Nearly two-thirds of the economy is expected to witness a moderate to severe impact due to disruptions caused by the COVID-19 outbreak.

CHANGE IN STATUS AND AMENDMENT IN MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY

Your Company was incorporated on April 20, 2018, as a private limited company. During the year under review, Members of the Company, at its meeting held on April 5, 2019, approved conversion of the Company from a private limited company to a public limited company and subsequent amendment in Memorandum and Articles of Association (“MOA & AOA”) of the Company to give effect to the conversion (“conversion”). Accordingly, pursuant to the approval of the Registrar of Companies to the said conversion, the MOA & AOA of the Company was amended with effect from April 25, 2019.

Pursuant to the said conversion, the name of your Company was changed from ‘Pipeline Infrastructure Private Limited’ to ‘Pipeline Infrastructure Limited’ with effect from April 25, 2019.

Further, the Company had entered into a PIL Shareholders’ and Options Agreement (“PIL SHA”) with East West Pipeline Limited, PenBrook Capital Advisors Private Limited, India Infrastructure Trust and Reliance Industries Limited on February 11, 2019, which was further amended vide first amendment to PIL SHA dated March 9, 2019 and Second Amendment to PIL SHA dated April 22, 2019.

Accordingly, the Members of the Company, at its meeting held on July 24, 2019, approved the adoption of new set of AOA of the Company, so as to incorporate the relevant provisions of the PIL SHA and subsequent amendments thereto.

CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the year under review, pursuant to the approval of Board of Directors of the Company at its meeting held on May 27, 2019, the registered office of the Company was shifted from Maker Maxity, 4th North Avenue, 2nd Floor, Kala Nagar, BKC, Mumbai, Maharashtra - 400051 to Unit No. 703, 7th Floor, Tower 3, Equinox Business Park, Off BKC, L.B.S. Marg, Kurla (W), Mumbai, Maharashtra - 400070, India, w.e.f. June 1, 2019.

BUSINESS AND OPERATIONS OF THE COMPANY

Pursuant to the Scheme of Arrangement between East West Pipeline Limited (“EWPL”) and PIL, as sanctioned by National Company Law Tribunal, Mumbai Bench and Ahmedabad bench, vide their respective orders dated December 21, 2018 and November 12, 2018, pipeline business comprising an asset value of Rs. 17,050 Crore and liabilities of Rs. 16,400 Crore was transferred from EWPL to PIL as a going concern in FY 2018-19. The principal business of the Company is operation of pipeline for transportation of gas. In June 2019, PIL received the approval of Petroleum and Natural Gas Regulatory Board (“PNGRB”) for transfer of authorization for the Pipeline in its name.

The pipeline was put into commercial operation in April 2009 and prior to the effectiveness of the Scheme, was owned and operated by EWPL. The Pipeline was designed, constructed and commissioned to respond to the opportunity presented by the discovery of natural gas reserves in the KG Basin. Construction on the Pipeline began in the financial year 2007 and was completed in the financial year 2009.

The trunk pipeline owned by your Company is 48” in diameter and 1,375 Km in length, and traverses five states from Kakinada in Andhra Pradesh to Bharuch in Gujarat, with design capacity of 85 MMSCMD. The Pipeline has 11 Compressor Stations (“CS”) along the length to compress and deliver gas. The pipeline includes a network of Compressor Stations and 2 operation centres, which incorporate modern telecommunication, emission control and operational systems for safe and efficient operations. It is the country’s first bi-directional pipeline, interconnected to major pipeline networks such as HVJ/DVPL in Gujarat, DUPL in Maharashtra and KG Basin network in Andhra Pradesh (owned and operated by GAIL (India) Limited), Gujarat State Petronet Limited (“GSPL”) in Gujarat as well as GSPL India Transco Pipeline in Andhra Pradesh. Further, PIL pipeline is connected to various domestic gas sources such as KG-D6 gas block operated by Reliance Industries Limited (“RIL”) as well as ONGC gas fields on the east coast and to LNG terminal operated by SHELL Energy India Private Limited in the state of Gujarat, in west coast. The Pipeline also transports gas from LNG terminals at Dahej and Dhabol through inter-connected pipelines of GAIL and GSPC.



PIL Pipeline is an important link in the development of India’s national gas grid. Our customers are as diversified as Refineries, Fertilizers, Petrochemicals, Power and City Gas Distribution.

Operational Performance

The Pipeline system has crossed the mark of 111.94 Billion Standard Cubic Meter (“SCM”) cumulatively for gas transportation, since commencement of operations in 2009. The Pipeline delivered 6.62 Billion SCM during the year without any interruption or business loss. System Use Gas as a percentage of total gas delivered was 1.11% against 1.58% target and Unaccounted for Gas was 0.059%, against the benchmark of ±0.10%. The Pipeline transported a volume of 18.78 MMSCMD as compared to 19.11 MMSCMD in FY 2018-19.

Majority of the Company’s income on a combined basis is from the receipt of gas transportation charges from our customers pursuant to gas transportation agreements. This is based on actual receipts by the Company. Other operating income comprises of income from deferred delivery services relating to storage of gas in the pipeline and income received in relation to hook-up facilities provided by the Company.

The Pipeline capacity utilization for the financial year, based on the design capacity has been 22% compared to the industry average capacity utilization of 47%# (# Ready Reckoner, PPAC, June 2020).



Your Company successfully executed several new projects during the last financial year. In FY 2019-20, PIL completed 9 projects of connecting PIL pipeline with the upcoming City Gas Distribution (“CGD”) Networks and industrial unit abutting the pipeline, with 2 CGD connectivity project completion planned for FY 2020-21. The construction activity for hooking up new fields of ONGC at Mallavaram in Andhra Pradesh is under progress. Additionally, PIL has commissioned connectivity between PIL pipeline and GSPL India Transco Pipeline in Andhra Pradesh and commenced delivery of gas as well. In accordance with the court mandate to use natural gas in ceramic units, your Company transported higher volume of gas for GSPL in Rajkot, Gujarat. Synchronously, strong demand from refinery led to higher RLNG volumes. In order to handle gas from multiple sources under different pressure regimes, few modifications had to be made to the pipeline and the same has been completed. In FY 2020-21, to ensure uninterrupted operations amidst the pandemic, Control Room was shifted to CS08.

To attain greater operational efficiency, PIL performed technology upgradation activities during the year. The captive communication network was upgraded with latest technology using Multiple Protocol Label Switching Transport Profile system and is under field installation. The Fire & Gas Human Machine Interface Workstation upgradation has been completed at CS03, CS06 and Mumbai Pipeline Operation Center to improve the reliability of F&G system. External Line Inspection, a new non-intrusive integrated pipeline health assessment survey carried out on pipeline sections covering 46 Km, including electrical interference zones, was found to be satisfactory after Dig verifications.

Financial Performance

The global outbreak of COVID-19 pandemic continues to scourge economic activity. Your Company has considered internal and external information while finalizing estimates in relation to its financial statements, up to the date of approval of financial statements and has not identified any material impact on the carrying value of assets, liabilities or provisions.

Brief details of financial performance of the Company for the financial year ended March 31, 2020 are as under:

(Amount in Rs. Crore)

Particulars Year ended March 31, 2020

Year ended March 31, 2019

Turnover 2,407.14 1,058.38

Other Income 32.95 9.35

Total Income 2,440.09 1,067.73

Profit/(Loss) before Tax (2,561.37) (440.48)

Less : Current Tax - -

Deferred Tax(1) - -

Profit/ (Loss) for the year(1) (2,561.37) (440.48)

Add: Other Comprehensive Income 0.18 0.07

Total Comprehensive Income for the year attributable to the owners of the Company(1)

(2,561.19) (440.41)

Note:(1) The Company has recorded deferred tax asset of Rs. 700.81 Crore on unabsorbed depreciation to the extent of deferred tax

liability as at March 31, 2019 in accordance with Ind AS 12 which was incorrectly not recorded in the figures reported in the previous year. Accordingly, as a result of restatement, Loss after tax for the period ending March 31, 2019 is lower to the extent of Rs. 700.81 Crore.

Financial year ending March 31, 2020 was your Company’s first full financial cycle since the Company was incorporated on April 20, 2018 and business was operative from July’18 to March’19 during FY 2018-19. Availability and Reliability of equipment was above 98%, as a result of prudent maintenance. PNGRB vide its Tariff Order no. TO/17/2019, has determined the final initial unit of natural gas pipeline tariff on a level basis at Rs. 71.66/MMBTU (earlier Rs. 52.23/MMBTU), effective July 1, 2019. Thus, revenue from operations was Rs. 2,407.14 Crore, 100% increase from Rs. 1,058.38 Crore in 2018-19.



During the financial year 2019-20, PIL transported an average ~18.78 MMSCMD (at gross conversion value of 37,000 BTU per SCM) of gas volume and earned a transportation revenue of Rs. 1,501.14 Crore, including the revenues under Deferred Delivery Services (“DDS”) which PIL continued to offer as value added service to customers. Fluctuations in demand and supply of gas, causing the shipper to use DDS in PIL pipeline, resulted in rise in DDS revenue. Also, higher availability of domestic gas ensued higher transportation revenue to PIL.

EBIDTA for the FY 2019-20 is Rs. 1,296.92 Crore as against Rs. 249.35 Crore for FY 2018-19 (excluding fair value loss on Non-Convertible Debentures measured at Fair Value). APTEL upheld the submissions made by PIL in the Capacity Matter against PNGRB and direction was issued to declare PIL pipeline capacity, after considering changes in operating parameters; a favorable step toward PIL Pipeline tariff.

The Company’s activities comprise of transportation of natural gas in certain states in India. Based on the guiding principles given in Ind AS 108 on “Segment Reporting”, this activity falls within a single business and geographical segment and accordingly segment-wise position of business and its operations is not applicable to the Company.

Dividend

Your Directors have not recommended any Dividend on its Equity Shares, Compulsorily Convertible Preference Shares and Redeemable Preference Shares during the year.

Reserves

In view of the losses incurred by your Company during the period under review, no amount is proposed to be transferred to reserves.

Health, Security, Safety and Environment

Your Company emphasizes on and considers its top priority, the safety and health of employees, contract workforce and community at large and expects every person to go home without any harm every day and continue our journey of GOAL ZERO - NO HARM, NO INJURY & NO LEAKS. Your Company is committed to the principle that all occupational injuries and illnesses can be prevented, and the management of Health, Security, Safety and Environment ("HSSE")is an integral part of our responsibilities. The Company is committed to conducting its business in a safe, reliable and compliant manner and preserving the environment.

Your Company’s HSSE performance was the best of all years, since inception. There were no serious & high potential safety, security, health and environment incidents during the year under review. It was a Lost Time Injury free year. As on March 31, 2020, PIL completed cumulative 9.88 safe million man-hours and 1502 days without Loss Time Injury ("LTI") incidents. During reporting period there was no serious safety incident, LTI incident, high-risk security incident and theft case. HSE score/index for the year 2019-20 was 97.24% as against the target of 95%.

Your Company is committed to protecting the environment throughout the complete life cycle of our assets – from business development, project planning, design and operation. Not just because we must, but because we want to. The Company has also demonstrated its commitment for a cleaner and greener environment and efforts were made to create awareness for protecting the environment amongst the employees by celebrating the World Environment Day with tree plantations carried out at all compressor stations and other facilities.

Your Company provides best in class healthcare facilities to all employees and contract staff working across all sites and Head Office and to promote the preventive health care of employees and contract staff through periodic medical examinations.

The Company is committed to comply with all HSSE related statutory and regulatory requirements and always strive to go beyond the minimum acceptable threshold of compliance with legal obligations. There were no notices nor non-compliance reports from authorities.



The Company has implemented Operating Management System (“OMS”) which helps to meet the objectives by ensuring all operating activities are systematic and effective. Also, this helps to assess and prioritize risks, continuously improve the way the Company works, measure and embed improvement in local operating performance. Internal Gap analysis has shown that 28 sub-elements are at Level 5, 17 Sub-elements at 4 and only one sub-element at level-3 as against target of Level 5 for all 16 critical sub-elements.

Your Company conducted regular internal and external Occupational Health & Safety audits during the reporting year. Also, as per PNGRB Regulations, annual internal audits of PNGRB (Technical Standard and Specification Including Safety Standards) Regulations and PNGRB (Code of Practices for Emergency Response and Disaster Management Plan (“ERDMP”)) Regulations were completed in February 2020.

As a part of Brookfield Asset Managements’ (“BAM”) continued due diligence, the Brookfield Safety Group assessed PIL’s safety system and safety culture in November 2019 and have reported as “Moving from High Performing” to “Excelling Level”.

The certification, periodic surveillance and internal audits helped in continual improvement of Quality, Health, Safety & Environment performance, meeting the business strategy of safe transportation & uninterrupted supply of Natural Gas to the customers and protecting the environment at large. This is the testimony of our commitment to the best industry practices in all facets of operation and maintenance.

The Company’s ERDMP is certified by Third Party Inspection Agency approved by PNGRB. Your Company is also regularly conducting emergency mock drills to verify the emergency planning, preparedness & response and feedbacks of such drills are used to enhance response and mitigation measures.

Your Company imparts HSE training to employees including contract workers to enhance the awareness on hazard identification and carrying out activities in a safe manner. Training effectiveness is ensured through the validation tests. This year over 15,000 man-hours of HSE trainings have been imparted. Campaigns on Safety & Security and Traffic Safety Week were conducted in September 2019 and January 2020, respectively.

In January 2020, our Pipeline Business is re-certified to Quality Management System (ISO 9001:2015), Environment Management System (ISO 14001:2015) and Occupational Health & Safety Management System (ISO 45001:2018) by M/s. Bureau Veritas India Private Limited consecutively for 3rd time.

Business Outlook

With the fast changing business scenario, PIL will continue to build a strong business portfolio and identify growth opportunities to ensure that our stakeholders look back at us with pride. For the first time In May 2020, PIL operated in the reverse direction with gas flowing from west to east from CS06.

In collaboration with tariff regulatory bodies, PIL is pursuing tariff regulation reforms to increase the share of natural gas in the energy mix. PIL is also working closely with relevant stakeholders for the successful operations of natural gas trading platform, first of its kind in India. With PIL being connected to major networks players such as GAIL and GSPL, and to all major sources on east & west coast like RIL/ONGC/upcoming RLNG terminal, PIL is well positioned to cater to all demand centers located pan India. PIL is in the process of evaluating gas transportation agreements with potential customers from upcoming new fields on the east coast and connectivity opportunities with new CGD entities, providing viable and sustainable growth opportunities in the near future.

GOVERNANCE AT PIL

At PIL, we believe that good corporate governance is the basis for an ethical and sustainable business. Your Company demonstrates accountability and transparency in all its endeavors. Accordingly, the Company has made additional disclosures in this Report, though not mandated by law, to enable the investors to take informed investment decisions.

The Company’s Ethical Governance Framework and Practices apply to all areas and functions of PIL and are extended to third party vendors working with and for PIL. The Ethical Governance Framework at PIL is primarily driven by Core Governance Policies viz. Code of Conduct, Anti- Bribery and Corruption (ABC) Policy and Whistle-Blower Policy,



accompanied by additional policies like Third Party Management Policy, Gift, Entertainment and Hospitality Policy, Interaction with Public Officials Policy, Conflict of Interest Policy etc. in order to disseminate detailed principles and guidelines emanating from the core policies.

To imbibe corporate governance into the corporate culture, regular training sessions are conducted for all the stakeholders. PIL has introduced a dedicated Ethical Hotline for employees and other stakeholders to report any actual or potential violation of PIL’s Code of Conduct or any unethical or illegal behaviors. Concurrently, to review and address the complaints, PIL has also set up an Ethics Committee.

Core Governance Policies

Code of Business Conduct and Ethics

PIL’s expectations and commitment with respect to business ethics and compliance are contained in the Code of Business Conduct and Ethics. It provides guidelines with regard to various aspects of ethical business conduct and the right behaviors expected.

Whistle-blower Policy

PIL’s Whistle-blower Policy is to ensure that an independent and effective reporting system is available to our employees and third parties to provide open channels of communication and foster a culture of integrity and ethical decision-making. The Policy accommodates anonymous disclosures and prohibits retaliation or intimidation against the Whistle-blower.

Anti-bribery and Corruption (“ABC”) Policy

This Policy is aimed to provide guidance to understand, analyse and act in situations where there is a potential ABC related risk. It reiterates PIL’s commitment not to pay bribes in furtherance of business objectives and also sets the expectation that no one acting for or on behalf of PIL are allowed to either pay or accept bribes.

HUMAN RESOURCES

Employees are the biggest asset of an organization. PIL focusses on holistic employee development, providing opportunities for career growth and learning, environment which is safe and secure and a culture which is diverse and inclusive.

PIL, after acquisition by Brookfield Asset Management, had the task of establishing its identity internally and externally. PIL, along with its employees embarked on the journey of creating the Vision and Mission statement that is the true north guiding us into the future. PIL values - Passion, One-Team, Excellence, Trust, Respect and Integrity, are a true reflection of the culture we believe in. Concurrently, PIL website, logo and branding guidelines were established to give an independent identity to your Company.

Your Company has a diverse and inclusive hiring process. PIL provides equal opportunity to existing and prospective candidates and does not discriminate based on caste, religion, color, nationality, age, gender, sex and disability status. It is a moment of pride that your Company has significantly improved gender diversity in its workforce and promises to continue working towards providing opportunities to women, including field roles.

The philosophy of PIL has been to provide an Employee Value Proposition to all its employees through its practices pertaining to the reward and benefits, career advancement, work environment and a culture based on openness and collaboration. The employee policies and practices are reviewed periodically and course corrections are made if deemed necessary. Our efforts have resulted in a highly engaged workforce, characterized by low rates of attrition and performance based culture. Transparency in communication has been the hallmark of our approach towards employees.

Your Company continues to support the employees during these unprecedented times both financially and non-financially. During the pandemic induced lockdown, PIL ensured that all employees were equipped to work from home and contribute to the Company’s growth and operation. For the last five months, PIL has been functioning with minimum and staggered manning of operations at all the operations centers and compressor stations taking all the necessary precautions and following government protocols.



CAPITAL AND DEBT STRUCTURE

Share Capital

The authorised share capital of your Company as at the end of the year under review was as under:

Type of shares No. of shares Aggregate amount (In Rs.)

Equity shares of Rs. 10 each 6,60,00,000 66,00,00,000

Preference Shares of Rs. 10 each 4,05,00,00,000 40,50,00,00,000

Total 4,11,60,00,000 41,16,00,00,000

The issued, subscribed and paid-up share capital of your Company as at the end of the year under review was as under:

Type of shares No. of shares Aggregate amount (In Rs.)

Equity Shares of Rs. 10 each 5,00,00,000 50,00,00,000

0% Redeemable Preference Shares (“RPS”) of Rs. 10 each(1) 5,00,00,000 50,00,00,000

0% Compulsorily Convertible Preference Shares (“CCPS”) of Rs. 10 each(2)

4,00,00,00,000 40,00,00,00,000

Total 4,10,00,00,000 41,00,00,00,000

Notes:(1) Pursuant to the approval of the holders of RPS at its meeting held on July 23, 2019, the rate of dividend payable on RPS has been

revised from the original rate of 0.1% to 0%.(2) Pursuant to the approval of the holders of CCPS at its meeting held on July 23, 2019, the rate of dividend payable on CCPS has

been revised from the original rate of 0.1% to 0%.

During the period under review, the aforesaid RPS and CCPS were transferred from Reliance Industrial Investments and Holding Limited to Reliance Strategic Business Venture Limited w.e.f. September 13, 2019.

Further, during the period under review and as on the date of this Report, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company.

Non-Convertible Debentures (“NCDS”)

Unlisted NCDs of face value Rs. 1,000 each

On March 22, 2019, the Company had issued and allotted 12,95,00,000 Secured, Unlisted, Redeemable NCDs of face value of Rs. 1,000 each aggregating to Rs. 12,950 Crore, at par, to India Infrastructure Trust (“Trust”), on private placement basis, at a rate of interest as set out in the Debenture Trust Deed dated March 19, 2019 entered into between the Company and IDBI Trusteeship Services Limited and also referred to in Note 12 of the financial statements forming part of this Annual Report. The said NCDs have been issued for a term of 20 years from the date of allotment.

On April 23, 2019, the Company has redeemed 6,45,20,000 NCDs of Rs. 1,000 each aggregating to Rs. 6,452 Crores, at par, out of the aforesaid 12,95,00,000 NCDs issued on March 22, 2019.

Further, during the year under review, pursuant to the mutual agreement between the Debenture Holders and the Company in terms of Schedule 7 of the Debenture Trust Deed and in line with the terms of issuance of the aforesaid NCDs, the Company has made payment of an aggregate amount of Rs. 295.32 Crores as Principal, from time to time, towards partial re-payments of the remaining 6,49,80,000 NCDs of Rs. 1,000 each, thereby proportionately reducing the face value of NCDs.

Accordingly, as on March 31, 2020, the face value of the remaining 6,49,80,000 NCDs of Rs. 1,000 each has been reduced to Rs. 954.55 each (As on the date of this report - Rs. 942.04 each).



Listed NCDs of face value Rs. 10,00,000 each

On April 23, 2019, the Company has issued 64,520 Listed, Secured, Rated, Redeemable NCDs of face value of Rs. 10,00,000 each aggregating to Rs. 6,452 Crores, at par, on a private placement basis. The said NCDs carry a fixed interest @ 8.9508% p.a. payable quarterly and are listed on Debt Segment of BSE Limited with effect from April 26, 2019. The said NCDs have been issued for a term of 4 years 10 months and 28 days.

The proceeds of the issue were utilized towards partial redemption of Unlisted NCDs issued by the Company on March 22, 2019, as detailed above.

These NCDs issued by the Company are rated “AAA/Stable” by CARE Ratings Limited and CRISIL Limited, with the outlook as “Stable”, vide their letter dated April 12, 2019 and April 16, 2019, respectively. There has been no revision in the credit ratings during the year under review. However, post close of the financial year, CRISIL Limited and CARE Ratings Limited have re-affirmed the above rating on the Listed NCDs of the Company.

Debenture Trustee Details

IDBI Trusteeship Services Limited

Address : Asian Building, Ground Floor, 17 R. Kamani Marg, Ballard Estate, Mumbai - 400 001Phone : 022 4080 7000E-mail : [email protected] : www.idbitrustee.com

DIRECTORS’ RESPONSIBILITY STATEMENT

The audited financial statements of your Company for the year under review (“financial statements”) are in conformity with the requirements of the Companies Act, 2013 read with the rules made thereunder (“Act”) and the Accounting Standards. The financial statements fairly reflect the form and substance of transactions carried out during the year under review and reasonably present your Company’s financial condition and results of operations.

Your Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. accounting policies selected have been applied consistently and reasonable & prudent judgments and estimates were made, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and the profits of the Company for the year under review;

c. proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of your Company have been prepared on a ‘going concern’ basis;

e. adequate internal financial controls were laid down & followed by your Company and such internal financial controls were operating effectively; and

f. proper systems have been devised by your Company to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.



DISCLOSURES IN TERMS OF THE PROVISIONS OF THE ACT

A. Board of Directors

The Board is entrusted with an ultimate responsibility of the management, directions and performance of the Company. As its primary role is fiduciary in nature, the Board provides leadership, strategic guidance, objective and independent view to the Company’s Management while discharging its responsibilities, thus ensuring that the Company’s Management adheres to ethics, transparency and disclosures.

The Board operates within the framework of well-defined responsibility matrix and is duly supported by the Key Managerial Personnel (“KMP”) and the senior management, while discharging its fiduciary duties and in ensuring effective functioning of your Company.

Detailed profile of the Board of Directors of your Company is available on the website of the Company i.e. www.pipelineinfra.com.

(i) Number of meetings held during the financial year 2019-20 and attendance of directors

During the year under review, the Board of your Company met 7 times. The intervening gap between the meetings was less than 120 days, as stipulated under section 173(1) of the Act and the Secretarial Standards issued by the Institute of Company Secretaries of India. Also, the necessary quorum was present for all the meetings.

Meetings of the Board held during the year, including attendance of each Director at all such meetings, are mentioned below:

Name of the Director Board Meeting No. & Date of the Meeting1 2 3 4 5 6

April 12, 2019

May 27, 2019

May 30, 2019

(Adjourned meeting)

July 19, 2019

August 13, 2019

November 8, 2019

February 6, 2020

Mr. Arpit Agrawal Yes Yes LOA Yes LOA LOA LOA

Mr. Arun Balakrishnan(1) NA NA NA Yes Yes(6) Yes Yes

Mr. Chaitanya Pande(1) NA NA NA Yes Yes Yes Yes

Mr. Jeffrey Kendrew Yes(5) LOA(5) LOA(5) Yes LOA Yes Yes(6)

Ms. Julia Felmeri(2) NA NA NA LOA(5) Yes(6) Yes LOA

Mr. Mihir Nerurkar Yes Yes Yes Yes Yes Yes Yes

Mr. Nawal Saini Yes Yes Yes Yes Yes LOA Yes

Mr. Premesh Kumar Jain(1) NA NA NA Yes Yes(6) Yes(6) Yes(6)

Mr. Sanjay Barman Roy(3) NA Yes Yes(6) Yes Yes(6) Yes Yes(6)

Mr. Sundar Mathrubootheswaran(4) Yes(6) Yes(6) NA NA NA NA NA Notes: (1) Appointed as Independent Directors of the Company w.e.f. July 19, 2019. (2) Appointed as a Non-executive Director of the Company w.e.f. June 17, 2019. (3) Appointed as a Non-executive Director of the Company w.e.f. May 27, 2019. (4) Resigned as a Non-executive Director of the Company w.e.f. May 27, 2019. (5) Director attended the meeting through Audio Conferencing and hence, was granted a leave of absence (“LOA”). The

presence of Director was not counted for the purpose of quorum. (6) Director attended the meeting through Video Conferencing.



(ii) Change in Board composition

Details of the Directors, who were appointed or have resigned during the year under review and as on the date of this Report, are as under:

Name of the Director and DIN Designation Effective dateAppointment Resignation

Mr. Sundar Mathrubootheswaran DIN: 00433686

Non-executive Director March 26, 2019 May 27, 2019

Mr. Sanjay Barman Roy DIN: 07212724

Non-executive Director May 27, 2019 -

Ms. Julia Felmeri DIN: 08484286

Non-executive Director June 17, 2019 -

Mr. Arun Balakrishnan DIN: 00130241

Independent Director July 19, 2019 -

Mr. Chaitanya Pande DIN: 06934810


Mr. Premesh Kumar Jain DIN: 02145534


The Board of Directors at its meeting held on July 19, 2019, appointed Mr. Mihir Nerurkar as the Designated Chairperson of the Board.

Further, in accordance with the applicable provisions of the Act and pursuant to the recommendation of Board of Directors, Members of the Company, at the 1st Annual General Meeting (“AGM”) of the Company held on September 30, 2019, have regularized the appointment of:

- Mr. Arpit Agrawal, Ms. Julia Felmeri, Mr. Jeffrey Kendrew, Mr. Mihir Nerurkar, Mr. Nawal Saini and Mr. Sanjay Barman Roy as Non-executive Directors of the Company liable to retire by rotation;

- Mr. Arun Balakrishnan, Mr. Chaitanya Pande and Mr. Premesh Kumar Jain as Independent Directors of the Company for a period of 5 consecutive years, as recommended by the Board of Directors of the Company.

Considering their knowledge, wide experience in the relevant sector and expertise in their areas of function - strategy, banking and finance, economic and social infrastructure, energy/utilities, property, corporate real estate, construction, mining, oil & gas and asset management, the Board believes that their association would be of immense benefit to the Company.

Further, in accordance with the provisions of section 152 of the Act read with the Articles of Association of the Company, Mr. Mihir Nerurkar and Mr. Nawal Saini, Non-executive Directors of the Company, are due to retire by rotation at the ensuing 2nd AGM of the Company and being eligible, they have offered themselves for re-appointment. Business with respect to their re-appointment along with their brief profiles forms part of the Notice of the ensuing 2nd AGM of the Company.

(iii) Independent Directors

As on March 31, 2020 and as on the date of this Report, your Company has three independent directors on its Board. The maximum tenure of the independent directors is in compliance with the Act.

All the independent directors have confirmed, by way of a declaration, that they:

- meet the criteria of independence as mentioned under section 149(6) of the Act; and

- have enrolled in databank of independent directors of the Indian Institute of Corporate Affairs and from time to time shall file an application for renewal for a further period of one year or five years or for life-time, till they continue to hold the office as independent directors of the Company.



Further, the Company will also seek appropriate confirmation from all independent directors with respect to them taking an online proficiency self-assessment test to be conducted by the Indian Institute of Corporate Affairs within a period of one year from the date of inclusion of their name in the data bank, as may be applicable.

In opinion of the Board, the independent directors of the Company are persons of integrity and possess relevant expertise and experience and are independent of the management of the Company.

Further, as provided in the Act, a formal letter of appointment has been issued to the independent directors and the key terms of the same are also disclosed on website of the Company i.e. www.pipelineinfra.com.

Separate meeting of independent directors

Pursuant to schedule IV of the Act, the independent directors met once during the year i.e. on February 6, 2020, without the attendance of non-independent directors or members of the management.

At the aforesaid meeting, the independent directors inter alia:

- reviewed the performance of non-independent directors and the Board as a whole;

- reviewed the performance of the Chairperson of the Company, taking into consideration the views of other non-executive directors;

- assessed the quality, quantity and timeliness of flow of necessary information between the management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

All the independent directors were present at the meeting.

(iv) Board Evaluation

Pursuant to the provisions of section 178 of the Act read with schedule IV of the Act, the Board of Directors of the Company, on recommendation of its Nomination and Remuneration Committee (“NRC”), have adopted the “PIL Annual Performance Evaluation Policy” (“Policy”) for evaluation of the performance of the Board, its committees and individual directors, which can contribute significantly to performance improvements at three levels: the organizational, board and individual director level.

In terms of the said Policy an annual review of performance of individual directors, Committees and the Board as a whole shall be conducted at or around the beginning of the calendar year.

During the year under review, the Board carried out the evaluation of its own performance and that of its committees and the individual directors. The performance evaluation of non-independent directors and the Board as a whole was carried out by the independent directors at their separate meeting held on February 6, 2020.

The evaluation process consisted of structured Evaluation Feedback Forms, devised by the Management, covering various aspects of the functioning of the Board and its committees, such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, governance issues etc. The Board also carried out the evaluation of the performance of individual directors based on criteria such as contribution of the director at the meetings, strategic perspective or inputs regarding the growth and performance of the Company, etc.

The Board collectively evaluated the performance of all Board Committees viz. CSR Committee, NRC and Audit Committee, in consultation with the Chairperson of the respective Committee.

Further, taking into consideration the views expressed by independent directors on the performance evaluation of the Board at their separate meeting, the Board also collectively evaluated its own performance.



Outcome of the evaluation

The Board of your Company was satisfied with the functioning of the Board and confirmed that the Board processes were effective and the Management provided adequate information for efficient decision-making. The Board was also satisfied with the contribution of directors, in their respective capacities, which reflects the overall engagement of the individual directors.

The Board appreciated the support and guidance received from each of the Committees for effective functioning and confirmed that the committees are functioning well.

The Board also acknowledged the fact that the Board functioning is an evolving process and the endeavor is to keep improving the governance standards.

B. Committees of the Board

The Board Committees play a crucial role in the governance structure of the Company. They have been constituted to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are constituted by the Board and function under their respective terms of references framed in accordance with the Act.

The committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. There is seamless flow of information between the Board and its committees, as the committees report their recommendations and opinions to the Board, which in turn supervises the execution of respective responsibilities by the committees. The minutes of the meetings of all the committees are placed before the Board for its review.

Committees of the Board and their composition as on March 31, 2020 and as on the date of this Report

Board of Directors

Audit Commi�ee Nomina�on and Remunera�on Commi�ee

Corporate Social Responsibility Commi�ee

Mr. Mihir Anil Nerurkar (Chairperson)

Non-execu�ve Director




Mr. Sanjay Barman RoyNon-execu�ve Director

Ms. Julia Kleopatra Felmeri (Chairperson)





Mr. Jeffrey Wayne Kendrew (Chairperson)


Ms. Julia Kleopatra Felmeri


Mr. Mihir Anil NerurkarNon-execu�ve Director



Ms. Puja Tandon, Company Secretary of the Company, acts as the secretary to all the Committees.



(i) Audit Committee

Your Company has a qualified and independent audit committee, which acts as an interface between the statutory and internal auditors, the management and the Board. The Audit Committee is inter alia entrusted with the responsibility to supervise the Company’s internal controls and financial reporting process.

The composition, quorum, powers, role and scope of the Audit Committee are in accordance with section 177 of the Act and all the members of the audit committee are financially literate and possess necessary expertise in the fields of finance and accounts.

(a) Terms of Reference

The Board has framed the audit committee charter for the purpose of effective compliance of provisions of section 177 of the Act. In fulfilling the above role, the audit committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.

In terms of the applicable provisions of the Act, the scope, functions and terms of reference of the audit committee inter alia cover the following matters:

• Examine Financial Statements, and the Auditor’s Report thereon and advise the Board of Directors on the Committee’s findings.

• Consider and recommend to the Board, the appointment (including filling of a casual vacancy), resignation or dismissal, remuneration and terms of appointment (including qualification and experience) of the Statutory Auditor, Internal Auditors / Chief Internal Auditor, Cost Auditor and Secretarial Auditor.

• Review and monitor the auditor’s independence and performance, and effectiveness of audit process; and report findings to the Board of Directors.

• Scrutinize any inter-corporate loans and investments and report findings to the Board of Directors.

• Valuation of undertakings or assets of Company, wherever necessary and report findings to the Board of Directors.

• Evaluation of effectiveness of internal financial controls and risk management systems and report findings to the Board of Directors.

• Review the functioning and effectiveness of the whistle blower/ vigil mechanism and report findings and make recommendations for improvement to the Board of Directors (unless in exceptional circumstances it is inappropriate to do so).

• Monitoring the end use of funds raised through public offers and related matters against its original intended purpose and reporting on findings to the Board of Directors.

• Call for comments of the auditors about the internal control systems, scope of the Audit, including the observations of the Auditors and review of the financial statements before their submission to the Board and may also discuss any related issues with the Internal and Statutory Auditors and the management of the Company.

• Approve any related party transaction or any subsequent modification of transactions of the company with related parties, and advise the board of the same.

• Grant omnibus approval for related party transactions proposed to be entered into by the Company.

• Carrying out such other function as the Board of Directors of the Company may direct the Committee, from time to time.



(b) Number of meetings held during the financial year 2019-20 and attendance of committee members

During the year under review, the Audit Committee of your Company met 4 times to deliberate on various matters.

The Board has accepted the recommendations made by the Audit Committee, from time to time during the year under review.

Meetings of the Audit Committee held during the year, including attendance of each member at all such meetings, are mentioned below:

Sr. No.

Date of Meeting Name of the MembersMr. Arun

BalakrishnanMr. Chaitanya

PandeMr. Mihir Nerurkar

Mr. Premesh Kumar Jain

Mr. Sanjay Barman Roy

1. July 19, 2019 Yes Yes Yes Yes Yes2. August 13, 2019 Yes(1) Yes Yes Yes(1) Yes(1)

3. November 8, 2019

Yes Yes Yes Yes(1) Yes

4. February 6, 2020 Yes Yes Yes Yes(1) Yes(1)

Note: (1) Member attended the meeting through Video Conferencing.

(c) Whistle-blower Policy

The Board has, on recommendation of its Audit Committee, duly adopted a Whistle-blower Policy (“Policy”) which facilitates the stakeholders to have direct access to the management and the Audit Committee, to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Business Conduct and Ethics (“Code”).

The Board has also constituted an Ethics Committee pursuant to the said Policy.

Adequate safeguards are provided against victimisation to those who avail of the mechanism and direct access to the Chairperson of the audit committee is provided to them. The aforesaid Policy which includes the details of vigil mechanism and the aforesaid Code are also available on the website of the Company i.e. www.pipelineinfra.com.

(d) Risk Management

Risk influences every aspect of PIL’s business. To successfully deliver our business objectives, it is imperative for us to understand the risks we face and manage them effectively. A robust Risk Management Framework enables business to identify, evaluate and mitigate the risks.

The Company has in place a Risk Management Policy which provides for a robust risk management framework to identify and assess risks such as operating, financial, regulatory and other risks. There is an adequate risk management infrastructure in place capable of addressing such risks. Our Risk Management program is deployed to ensure a systematic and unified approach in managing and reporting risks to the Audit Committee and the Board in a consistent manner.

The Company has identified certain business risks and also put in place an action plan and measures for dealing and mitigating with such risks that it faces in the operation of the Company. In addition, business risk evaluation and mitigation is an ongoing process within the Company. The assessment is periodically reviewed by the Audit Committee and by the Board.

(e) Internal control system and their adequacy

Your Company has efficient Internal Control Systems in place. The Company’s internal control system ensures comprehensiveness, efficacy and consistency of accounting records and timely preparation of necessary financial and management information. Internal financial controls framework and Risk Control



Matrix for various business processes is in place and appraised continuously by the management. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

In addition, it also ensures compliance of all applicable laws and regulations, optimum utilization and safeguard the Company’s assets. The internal audit assignments are conducted as per the annual audit program approved by the Audit Committee. The Audit Committee of the Board reviews the significant findings of internal audit.

(ii) Nomination and Remuneration Committee (“NRC”)

NRC inter alia discharges the Board’s responsibilities relating to appointment of the Company’s directors, KMP and senior management and recommends the same to the Board. NRC is also entrusted with the responsibility of formulating criteria for determining the qualifications, positive attributes and independence of the present and proposed directors, as well as recommending a policy to the Board relating to the remuneration of directors, KMP, senior management and other employees. It also specifies the methodology for effective evaluation of performance of the Board, its committees and individual directors.

The composition, powers, role and scope of the NRC are in accordance with section 178 of the Act.


The Board has framed the NRC charter in terms of the provisions of section 178 of the Act.

The scope, functions and terms of reference of NRC inter alia cover the following matters:

• Review and evaluate the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and Board Committees and make recommendations to the Board accordingly.

• Evaluate and recommend to the Board, persons who are recommended to be appointed to positions in the Senior Management team in accordance with the criteria approved by the Board.

• Formulate the criteria for determining qualifications, positive attributes and independence (where required) of a Director; and make recommendations to the Board accordingly.

• Review policy developed by Senior Management relating to the remuneration of the Directors, Key Managerial Personnel and other employees; and make recommendations to the Board accordingly.

• Recommend to the Board the manner of effective evaluation of the performance of the Board, its Committees and the Individual Directors to be carried out either by the Board of Directors, by the Committee or by an Independent external agency and review its implementation and compliance.

• Review all human resource related issues including succession plan for Key Managerial Personnel and Senior Management; and make recommendations to the Board accordingly.

• On behalf of the board and in a form approved by the Board, coordinate an annual evaluation of the overall effectiveness of the Board and the committees of the Board.

• Consider any other key issues/matters as may be referred by the Board or as may be required under any other statutory provisions.


During the year under review, NRC of your Company met 3 times to deliberate on various matters.

The Board has accepted the recommendations made by NRC, from time to time during the year under review.



Meetings of NRC held during the year, including attendance of each member at all such meetings, are mentioned below:

Sr. No.

Date of Meeting Name of the MembersMr. Arun

BalakrishnanMr. Chaitanya

PandeMs. Julia Felmeri


1. July 19, 2019 Yes Yes LOA(1) Yes2. November 8, 2019 Yes Yes Yes Yes3. February 6, 2020 Yes Yes LOA Yes(2)

Notes: (1) Member attended the meeting through Audio Conferencing and hence, was granted a leave of absence (“LOA”).

The presence of Member was not counted for the purpose of quorum. (2) Member attended the meeting through Video Conferencing.

(c) Evaluation criteria for independent directors

Structured Evaluation Feedback Forms were devised for evaluation of Independent Directors which covered various aspects and criteria for evaluation such as Role & Accountability, Objectivity, Leadership & Initiative, Personal attributes, etc.

(d) Nomination and Remuneration Policy

In terms of section 178 of the Act, the Board of your Company had, on recommendation of the NRC, adopted a 'PIL Nomination and Remuneration Policy’ (“Policy”) on November 8, 2019, which inter alia enumerates the Company’s policy on appointment and remuneration of directors, KMP, senior management and other employees of the Company.

This policy is enacted mainly to deal with the following matters:

i. To institute processes which enable the identification of individuals who are qualified to become Directors and who may be appointed as Key Managerial Personnel and/or in senior management and recommend to the Board their appointment and removal from time to time;

ii. To lay down criteria for determining the Company’s approach to ensure adequate diversity in its Board;

iii. To formulate the criteria for determining qualifications, positive attributes and independence of Directors;

iv. To determine remuneration of Directors, KMPs, other senior management personnel’s and other employees, keeping in view all relevant factors including industry trends and practices;

v. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate persons of the quality required to run the company successfully; and

vi. To ensure that relationship of remuneration to performance is clear and meets the performance benchmarks.

The said Policy is available on the website of the Company i.e. www.pipelineinfra.com. During the period under review and as on the date of this Report there has been no amendment in the said Policy.

(iii) Corporate Social Responsibility Committee (“CSR Committee”)

The CSR Committee is inter alia entrusted with the responsibility of monitoring and implementing the CSR projects/ programmes/ activities of your Company.

The composition, powers, role and scope of the CSR Committee are in accordance with section 135 of the Act.




The Board has framed the CSR Committee charter in terms of the provisions of section 135 of the Act.

The scope, functions and terms of reference of CSR Committee inter alia cover the following matters:

• Reviewing, formulating the CSR policy and recommending it as appropriate to the Board for approval.

• Assisting management identify the areas of CSR activities for making expenditures in terms of CSR Policy adopted by the Company.

• Recommending the amount of expenditure to be incurred on the identified CSR activities as per the recommendations of the management.

• Assisting management identify and prioritize the local areas where the Company operates for spending the amount earmarked for CSR activities.

• Assist management coordinate with any other agency in implementing programs and executing initiatives as per CSR policy of the Company and periodic review of the performance of such agency.

• Assist management institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.

• Monitoring the implementation of the CSR policy as may be adopted by the Company from time to time.

• Review and recommend the Annual Report on CSR to the Board of Directors for inclusion in the Directors’ Report every financial year.

• Review management reporting progress of various initiatives and making appropriate disclosures on a periodic basis to the Board and such other authorities as may be required from time to time.

• Annually review the CSR Policy and associated frameworks, processes and practices of the Company and make appropriate recommendations to the Board.


During the year under review, CSR Committee of your Company met 3 times to deliberate on various matters.

The Board has accepted the recommendations made by CSR Committee, from time to time during the year under review.

Meetings of CSR Committee held during the year, including attendance of each member at all such meetings, are mentioned below:

Sr. No.

Date of Meeting Name of the MembersMr. Jeffrey Kendrew

Ms. Julia Felmeri

Mr. Mihir Nerurkar



1. July 19, 2019 Yes LOA(1) Yes Yes Yes2. November 8, 2019 Yes Yes Yes Yes(2) Yes3. February 6, 2020 Yes(2) LOA Yes Yes(2) Yes(2)

Notes: (1) Member attended the meeting through Audio Conferencing and hence, was granted a leave of absence (“LOA”).

The presence of Member was not counted for the purpose of quorum. (2) Member attended the meeting through Video Conferencing.



(c) Corporate Social Responsibility Policy (“CSR Policy”)

Pursuant to section 135 of the Act, the Board of Directors of your Company, on the recommendation of the CSR Committee, has approved and adopted a CSR Policy on Jul 19, 2019 and the same is available on the website of the Company i.e. www.pipelineinfra.com. During the period under review and as on the date of this Report there has been no amendment in the CSR Policy.

The purpose of CSR Policy is to articulate what CSR means to the Company, kind of projects to be undertaken, identifying broad areas of intervention, approach to be adopted to achieve the CSR goals and monitoring mechanism. This Policy is aligned with the Company’s objectives, principles and values, for delineating its responsibility as a socially and environmentally responsible corporate citizen. This document is also an attempt to showcase the linkage of our social objectives with business strategy.

(d) CSR initiatives taken during the year under review

Your Company’s CSR activities during the year under review were mainly focused towards health and sanitation, sustainable livelihood and rural development.

An annual report on CSR activities of the Company for the financial year 2019-20 is annexed as Annexure I to this Report.

C. Key Managerial Personnel (“KMP”)

Pursuant to the provisions of section 203 of the Act, during the year under review, the Board of Directors of your Company have approved the appointment of following KMP:

Name of the KMP Designation Effective date of appointment as KMP

Mr. Akhil Mehrotra Chief Executive Officer July 19, 2019

Mr. Kunjal Thackar Chief Financial Officer July 19, 2019

Ms. Puja Tandon Company Secretary May 27, 2019(1)

Note: (1) Appointed as the Company Secretary of the Company w.e.f. March 22, 2019. However, consequent to the conversion of the

Company from a private limited company to a public limited company w.e.f. April 25, 2019, Ms. Tandon was designated as the Key Managerial Personnel of the Company, in capacity of Company Secretary, w.e.f. May 27, 2019.

Detailed profiles of the KMP and persons forming part of the Management Team of your Company are available on the website of the Company i.e. www.pipelineinfra.com.

D. Remuneration of Directors and employees

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be disclosed in terms of the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure II to this Report.

Further, a statement containing such particulars of employees as required in terms of the provisions of section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure III to this Report.

E. Related Party Transactions

Pursuant to the applicable provisions of the Act read with the Audit Committee Charter approved by the Board, all related party transactions entered into during the year under review were approved and recommended by the Audit Committee to the Board and were also approved by the Board.

Further, all the transactions entered into by the Company with its related parties, during the year under review, were in “ordinary course of business” of the Company and on “an arm’s length basis”.



During the year under review, the Company had not entered into any transactions within the purview of section 188 of the Act.

The Board of Directors of the Company draw attention of the members to Note 26 to the financial statements which sets out related party disclosures pursuant to Ind AS.

F. Holding Company

India Infrastructure Trust, a trust registered as an Infrastructure Investment Trust under Securities and Exchange Board of India (Infrastructure Investment Trust) Regulations, 2014 (“SEBI InvIT Regulations”), having registration number IN/InvIT/18-19/0008, has acquired entire equity share capital of the Company w.e.f. March 18, 2019. Accordingly, the Company has become a Special Purpose Vehicle of the Trust under the SEBI InvIT Regulations.

G. Subsidiaries, Joint Ventures, Associate Companies

During the year under review, no company has become or ceased to be the Company’s subsidiary or associate or joint venture company.

H. Auditors and Auditors’ Report

(i) Statutory Auditors

During the year under review, the Board of Directors of the Company, in its meeting held on May 27, 2019 and August 13, 2019, had approved and recommended the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.: 117366W/W-100018) and M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No.: 101720W/W-100355), respectively, as the Joint Statutory Auditors of the Company for a term of 5 years i.e. to hold office from the conclusion of the 1st AGM till the conclusion of the 6th AGM of the Company.

Further, pursuant to the recommendation of the Board, the aforesaid appointment was approved by the members of the Company at the 1st AGM of the Company held on September 30, 2019.

M/s. Deloitte Haskins & Sells LLP and M/s. Chaturvedi & Shah LLP have confirmed their eligibility and qualifications required under the Act for holding the office as the Joint Statutory Auditors of the Company.

The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

There have been no instances of fraud reported by the Auditors under section 143(12) of the Act.

Report given by the Joint Statutory Auditors on the financial statement of the Company is un-modified i.e. it does not contain any qualification, reservation or adverse remark and is disclosed as part of the financial statement, forming part of this Annual Report.

(ii) Cost Auditor

As specified by the Central Government under section 148(1) of the Act, the Company is required to maintain cost records and appoint Cost Auditors to conduct the Cost Audit of the Company’s cost accounting records relating to transportation of natural gas through its cross-country pipeline between Kakinada in Andhra Pradesh and Bharuch in Gujarat for the financial year 2019-20.

During the year under review, the Board of Directors of the Company, on recommendation of the Audit Committee, had appointed Mr. Suresh D. Shenoy as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2019-20, at an annual remuneration of Rs. 1,40,000 (excluding taxes and out of pocket expenses incurred in connection with the audit). The above remuneration to be paid to the Cost Auditors was ratified by the members at 1st AGM of the Company held on September 30, 2019.

Pursuant to the provisions of section 148 of the Act, the Cost Auditor had submitted to the Board, his signed Cost Audit Report dated September 27, 2019, for the period July 1, 2018 to March 31, 2019. There were no



reservations or qualifications reported by the Cost Auditor in its report. The signed report was examined and taken on record by the Board.

Due to revision in taxonomy, in line with the notification issued by Ministry of Corporate Affairs (“MCA”) dated October 15, 2019, the aforesaid Cost Statements and the Cost Audit Report were revised to include the appropriate details in terms of the said MCA notification and the same were ratified and taken on record by the Board.

Further, the Board of Directors of the Company, on the recommendation of Audit Committee, at its meeting held on June 24, 2020, had approved the re-appointment of Mr. Suresh D. Shenoy as the Cost Auditor of the Company for the financial year 2020-21 at an annual remuneration of Rs. 1,40,000 (excluding taxes and out of pocket expenses incurred in connection with the audit). The business with respect to the ratification of his remuneration forms part of the notice of the ensuing 2nd AGM. Board recommends the proposal for approval of the members of the Company.

(iii) Secretarial Auditors

During the year under review, pursuant to the provisions of section 204 of the Act, M/s. Mayekar & Associates, Company Secretaries, were appointed as the Secretarial Auditor, to undertake the secretarial audit of the Company for the financial year 2019-20.

There has been no qualification, reservation, adverse remark or disclaimer given by the secretarial auditor in their report for the year under review.

The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure IV to this Report.

Further, the Board of Directors of the Company, on the recommendation of Audit Committee, at its meeting held on June 24, 2020, had approved the appointment of M/s. Mayekar & Associates, Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2020-21.

(iv) Internal Auditors

During the year under review, pursuant to the provisions of section 138 of the Act read with rule 13 of Companies (Accounts) Rules, 2014, M/s. Moore Stephens Singhi Advisors LLP, Chartered Accountants, were appointed as the Internal Auditors of the Company for FY 2019-20.

Further, the Board of Directors of the Company, on recommendation of Audit Committee, at its meeting held on June 24, 2020, had approved the appointment of M/s. Ernst & Young LLP, as the Internal Auditors of the Company for FY 2020-21 and FY 2021-22.

I. Particulars of loans given, investments made, guarantees given and securities provided

The Company, being a company providing infrastructural facilities, is exempted from the applicability of provisions of section 186 of the Act relating to loan made, guarantee given, security provided and investments made.

J. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Your Company consciously makes all efforts to conserve energy across all its operations. A report containing details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be disclosed in terms of section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as Annexure V to this Report.

K. Extract of Annual Return

As required under the provisions of sections 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, an Extract of the Annual Return in Form No. MGT-9 is annexed as Annexure VI to this Report and is also available on the website of the Company at www.pipelineinfra.com.



L. Disclosures as per The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place a Prevention of Sexual Harassment of Women at Workplace Policy (“POSH Policy”), which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). The objective of POSH Policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment.

This policy is applicable to all employees, irrespective of their level and it also includes ‘third party harassment’ cases i.e. where sexual harassment is committed by any person who is not an employee of the Company.

Your Company has also set up an Internal Complaints Committee, which is duly constituted in compliance with the provisions of the POSH Act. Further, the Company also conducts interactive sessions for all the employees, to build awareness amongst employees about the POSH Policy and the provisions of POSH Act.

During the year under review, no cases were filed under the POSH Act.

M. Other Disclosures

The Board of Directors of the Company state that no disclosure or reporting is required in respect of the following items as there were no transactions or applicability on these items during the year under review:

1. There was no change in the nature of business of your Company.

2. Details relating to deposits covered under Chapter V of the Act.

3. Issue of equity shares with differential rights as to dividend, voting or otherwise.

4. Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

5. As the Company did not have any subsidiary, associate or joint venture during the year, the reporting requirements under rules 6, 8(1) and 8(5)(iv) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company.

7. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

8. There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year to which the financial statement relates and as on the date of this report.

ACKNOWLEDGEMENT

The Board of Directors of the Company would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, debenture holders, customers, vendors, members and stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives and employees.

For and on behalf of the Board of Directors ofPipeline Infrastructure Limited

(Formerly known as Pipeline Infrastructure Private Limited)

Mihir NerurkarPlace : Mumbai Chairperson of the BoardDate : June 24, 2020 DIN: 02038842



ANNEXURE I

ANNEXURE I TO THE REPORT OF THE BOARD OF DIRECTORS

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2019-20[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies

(Corporate Social Responsibility) Rules, 2014]

Sr. No.

Particulars Remarks

1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs

PIL strongly believes that an organization should make decisions based not only on financial factors, but also on the social and environmental consequences. PIL constantly strives to ensure strong corporate culture which emphasizes on integrating CSR values with business objective. PIL’s approach to CSR activities is holistic and integrated with the core business strategy for addressing social, environmental impacts of business and to address the well-being of key stakeholders in the locality of its operations.• CSR Projects of the Company focus on: - Education, enhancing vocational skills, sustainable

livelihood, gender equality and empowering women; - Eradicating hunger, poverty and malnutrition,

promoting preventive health care & sanitation and rural development; and

- Environmental sustainability, etc.• The Company’s CSR Policy can be accessed on its website

i.e. www.pipelineinfra.com 2. Composition of the CSR Committee • Mr. Jeffrey Wayne Kendrew (Chairperson)

• Ms. Julia Kleopatra Felmeri• Mr. Mihir Anil Nerurkar• Mr. Premesh Kumar Jain• Mr. Sanjay Barman Roy

3. Average net profits of the Company for the last three financial years

As per the provisions of section 135 of the Companies Act, 2013 (“Act”), a company is required to spend, in every financial year, at least 2% of the average net profit of the Company made during the three immediately preceding financial years, in pursuance of its CSR Policy.

The Company has been incorporated on April 20, 2018 and had incurred losses during the previous financial year and the year under review.

Accordingly, the provisions of section 135 of the Act and rules made thereunder were not applicable to the Company for FY 2019-20 and the Company was not required to make any expenditure towards CSR activity during the year under review.

However, being a responsible corporate citizen, the Company had provisioned Rs. 50 Lakhs towards CSR initiatives for FY 2019-20.

CSR expenditure incurred by the Company, during FY 2019-20, is tabled below:

4. Prescribed CSR Expenditure

(two per cent of the amount as in point no. 3 above)5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year

(b) Amount unspent, if any;

(c) Manner in which the amount spent during the financial year

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount on CSR



ANNEXURE I

(1) (2) (3) (4) (5) (6) (7) (8)Sr.

No.CSR Project OR activity identified

Sector in which the project is covered

Projects or programs (1) Local area or other

(2) Specify the state and district where

projects or programs was undertaken

Amount outlay

(budget) project or programs

wise

Amount spent on the projects

or programs Sub- heads: (1) Direct

Expenditure on projects or

programs (2) Overheads

Cumulative expenditure

upto the reporting

period

Amount spent: Direct or through

implementing agency/ NGO(s)

1 Health Camp Health care State: Maharashtra District: Osmanabad

7,96,000 7,96,000 (Refer note 1)

7,96,000 Through Cancer Patients Aid Association

2 Project Sahbhag

Rural development, health and sanitation

State: Maharashtra District: Osmanabad and Pune State: Telangana District: Nalgonda

31,96,133 31,96,133 (Refer note 2)

39,92,133 Through BAIF Institute for Sustainable

Livelihoods and Development

(“BAIF”)3 RO water

Purifier Unit Installation

Health and Sanitation

State: Maharashtra District: Pune and Ahmednagar State: Telangana District: Suryapet

10,00,000 (Refer note 3) Nil Direct

4 Construction of bus shelter for public

Rural development

State: Andhra Pradesh District: East Godavari

Direct

5 Construction of school toilets

Health and Sanitation

State: Telangana District: Suryapet, Yadagiri and Sangareddy State: Karnataka District: Bidar

Direct

Total 49,92,133 39,92,133 39,92,133Notes:(1) The excess expenditure of Rs. 46,000 over and above the budgeted amount was ratified by the CSR Committee.(2) Project Sahbhag initiated by PIL through BAIF is spread across two years. The activities planned under the Project for FY 2019-20

were initiated during the financial year and the amount of Rs. 31,96,133 was paid by the Company to BAIF during the financial year. However, due to the outbreak of COVID-19 and subsequent lockdown, few of the activities could not be completed during the financial year and will be completed in FY 2020-21.

(3) The activities were initiated by the Company during the financial year. However, due to the outbreak of COVID-19 and subsequent lockdown, the activities could not be completed. The expenditure and implementation of the activity will be undertaken in FY 2020-21.

Sr. No.

Particulars Remarks

7. Responsibility statement of the CSR Committee The implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company.


(formerly known as Pipeline Infrastructure Private Limited)

Mihir Nerurkar Jeffrey Kendrew Chairperson of the Board Chairperson of the CSR CommitteeDate: June 24, 2020 DIN: 02038842 DIN: 08020501

(Amount in Rs.)



ANNEXURE II TO THE REPORT OF THE BOARD OF DIRECTORS

STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF COMPANIES ACT, 2013 READ WITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

i. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary during FY 2019-20 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2019-20 are as under:

Name of the Director/ KMP and Designation

Remuneration of Directors/ KMP for FY 2019-20

(Amount in Rs.)

Ratio of remuneration of each Director to median remuneration

of employees for FY 2019-20Non-Executive DirectorsMr. Mihir Nerurkar - Chairperson Nil NAMr. Jeffrey Kendrew Nil NAMr. Nawal Saini Nil NAMr. Arpit Agrawal Nil NAMr. Sanjay Barman Roy Nil NAMs. Julia Felmeri Nil NAIndependent DirectorsMr. Arun Balakrishnan(1) 2,75,000 0.16Mr. Chaitanya Pande(1) 2,75,000 0.16Mr. Premesh Kumar Jain(1) 2,75,000 0.16Key Managerial PersonnelMr. Akhil Mehrotra - Chief Executive Officer(2) 1,57,14,624 NAMr. Kunjal Thackar - Chief Financial Officer(2) 1,02,34,089 NAMs. Puja Tandon - Company Secretary(2) 38,26,925 NA

Notes: (1) All Independent Directors have been appointed on the Board w.e.f. July 19, 2019. (2) Indicates remuneration for the period from July 1, 2019 till March 31, 2020 and does not include performance bonus pay-out for

FY 2019-20 paid in FY 2020-21. (3) Since no remuneration was paid to any Director/KMP during FY 2018-19, information for percentage increase during the

reporting period is not applicable.

ii. The percentage increase in the median remuneration of the employees in the financial year: Since the Company did not have any employee as on March 31, 2019, percentage increase in the median remuneration

of employees in FY 2019-20 is not applicable.

iii. The number of permanent employees on the roll of the Company: There were 54 employees on the roll of the Company as on March 31, 2020.

iv. Average percentile increase already made in the salaries of employees other than the managerial personnel in last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof:

There were no employees on the roll of the Company as on March 31, 2019 and hence the information for percentile increase in the salaries during the financial year 2019-20 is not applicable. Further, the Company did not have any managerial personnel during FY 2019-20 and hence, this disclosure is not applicable.

v. Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

ANNEXURE II






ANNEXURE III

ANNEXURE III TO THE REPORT OF THE BOARD OF DIRECTORS

INFORMATION AS PER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) & (3) OF THE CHAPTER XIII OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Top 10 employees in terms of remuneration drawn during the financial year 2019-20

Sr. No.

Name of the Employee

Designation Nature of employment (Contractual/ Permanent/ any other)

Age (in

years)

Educational Qualification

Experience (in years)

Date of joining

Gross remuneration

paid (Amount

in Rs.)

Last employment

held and Designation

1 Mr. Akhil Mehrotra

Chief Executive Officer

Permanent 53 PhD, MBA-Finance, BE-Mechanical

28 01-07-2019 1,57,14,624 Shell Designation - General Manger - IG ventures

2 Mr. Emani V S Rao Chief Commercial Officer

Permanent 62 CA, B.Com 36 31-01-2007 1,18,31,516 GAIL (India) Limited Designation - General Manager (pricing)

3 Mr. Kunjal Thackar

Chief Financial Officer

Permanent 44 B.Com, CA 22 01-07-2019 1,02,34,089 Western Concessions (Hiranandani) Designation – CFO

4 Mr. Raghavanachari Suresh

Chief Operating Officer

Permanent 65 MTech-Others, BSc (Engg.), Electrical

42 08-08-2007 80,10,466 GAIL (India) Limited Designation - Executive Director

5 Mr. Mahesh Shedbal

Vice President Permanent 56 LLB-Law, MMM-Marketing, BE-Mechanical

34 30-04-2007 58,09,324 GAIL (India) Limited Designation - Chief Manager

6 Mr. Manoj K Pandey

Assistant Vice President

Permanent 46 MPRE-Management, BTech-Mechanical

24 21-08-1995 57,33,183 Reliance Industries Limited Designation - GET (Trainee)

7 Mr. Maturi Sreemannarayana


Permanent 56 LLB-Law, BSc-Biology

31 26-12-2014 55,72,921 Bank of India Designation - Assistant Vice President

8 Mr. Neeraj Pasricha


Permanent 51 AICWA-Costing, BCom-Commerce

27 01-11-2006 57,54,441 GAIL (India) Limited Designation - Manager (Pricing)



ANNEXURE III

Sr. No.

Name of the Employee

Designation Nature of employment (Contractual/ Permanent/ any other)

Age (in

years)

Educational Qualification

Experience (in years)

Date of joining

Gross remuneration

paid (Amount

in Rs.)

Last employment

held and Designation

9 Mr. Gurpreet Singh

Vice President Permanent 44 Diploma, BA 19 27-06-2019 45,51,200 Hindustan Ports Private Ltd (DP World company) Designation - General Manager

10 Mr. Gaurav Lodhiwala


Permanent 57 CA 34 16-03-2007 44,91,718 Dodsal Private Limited Designation - Chief Accounts Officer

Notes: 1. Other than the above there were no employees - who were employed throughout the financial year 2019-20 and were in receipt of remuneration in aggregate of not less than

Rs. 1,02,00,000; or - who were employed for a part of the financial year 2019-20 and were in receipt of remuneration for any part of that year, at a rate

which, in aggregate, was not less than Rs. 8,50,000 per month.2. None of the employee mentioned above is a relative of any Director of the Company. 3. None of the employee mentioned above holds any share of the Company. 4. There are no specific terms and conditions for employment and all employees are governed by the policies of the Company.5. Employees working for the Pipeline business were transferred to the Company under the Scheme of Arrangement and hence the date of

joining indicates their previous employment with the transferor company.6. Gross remuneration of employees transferred to the Company under the Scheme of Arrangement includes performance bonus for

FY 2018-19 paid in FY 2019-20 but does not include performance bonus for FY 2019-20 paid in FY 2020-21. Further, gross remuneration for employees who have joined the Company during the year does not include performance bonus for FY 2019-20 paid in FY 2020-21.






ANNEXURE IV TO THE REPORT OF THE BOARD OF DIRECTORS

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2020[Pursuant to section 204(1) of the Companies Act, 2013 and rule no. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,Pipeline Infrastructure Limited(formerly known as Pipeline Infrastructure Private Limited)CIN - U60300MH2018PLC308292

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Pipeline Infrastructure Limited (formerly known as Pipeline Infrastructure Private Limited) (“the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification (including verification of certain documents through electronic mode due to the outbreak of pandemic of COVID-19 and subsequent lockdown) of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2020 (“the Financial Year”), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, for the Financial Year, according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and applicable rules and regulations made thereunder- Not Applicable to the Company during the Audit Period;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; - Not Applicable to the Company during the Audit Period;

(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; - Not Applicable to the Company during the Audit Period;

(c) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - Not Applicable to the Company during the Audit Period;

(d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - Not Applicable to the Company during the Audit Period;

(f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not Applicable to the Company during the Audit Period;

(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not Applicable to the Company during the Audit Period;

(h) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNEXURE IV



We have relied on the representations made by the Company and its officers for compliance under other laws specifically applicable to the industry to which the Company belongs, as under:

(a) The Petroleum Act, 1934 read with applicable Rules made thereunder;

(b) The Oil Industry Development Act, 1974;

(c) The Atomic Energy Act, 1962 read with The Atomic Energy (Safe Disposal of Radioactive Wastes) Rules, 1987;

(d) The Explosives Act, 1884 read with The Gas Cylinder Rules, 2016;

(e) The Petroleum & Minerals Pipelines (Acquisition of Right of User in Land) Act, 1962;

(f) The Petroleum and Natural Gas Regulatory Board Act, 2006.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) Debt Listing Agreement entered into by the Company with BSE Ltd.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that,

The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the Financial Year were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board/Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions made at Board and Committee Meetings have unanimous consent as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

All Circular Resolutions of the Board of Directors and its Committees are approved by the requisite majority and are duly recorded in the respective minutes. Majority decision is carried through, while the dissenting views of the Directors/ Members, if any, are captured and recorded as part of the minutes.

We further report that having regard to the compliance system prevailing in the Company and as per explanations obtained and relied upon by us, the Company has adequate systems and processes commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the following specific events/ actions having major bearing on the Company’s affairs had taken place:

a) On April 23, 2019 the Company has redeemed 6,45,20,000 Non-convertible Debentures (“NCDs”) aggregating to Rs. 6,452 Crore, at par, out of the 12,95,00,000 Secured, Unlisted, Redeemable NCDs of Rs. 1000 each issued and allotted by the Company on March 22, 2019 (“Unlisted NCDs”), on private placement basis, to India Infrastructure Trust.

b) On April 23, 2019, the company has issued and allotted 64,520 Listed, Secured, Rated, Redeemable NCDs of face value of Rs. 10,00,000 each aggregating to Rs. 6,452 Crore, at par on private placement basis. These NCDs carry a fixed interest @ 8.9508% p.a. payable quarterly and are listed on Debt Segment of BSE Limited with effect from April 26, 2019.

c) Shareholders of the Company, at its meeting held on April 5, 2019, approved conversion of the Company from a private limited company to a public limited company and subsequent amendment in Memorandum and Articles of Association (“MOA & AOA”) of the Company to give effect to the conversion (“said conversion”). Accordingly, pursuant to approval of the Registrar of Companies to the said conversion, the MOA & AOA of the Company was amended with effect from April 25, 2019.

d) Pursuant to the said conversion, the name of Company was changed from ‘Pipeline Infrastructure Private Limited’ to ‘Pipeline Infrastructure Limited’ with effect from April 25, 2019.

e) Pursuant to the approval of the holders of Redeemable Preference Shares and Compulsorily Convertible Preference Shares and at their respective meetings held on July 23, 2019, the rate of dividend payable on RPS and CCPS have been revised from the original rate of 0.1% to 0%.

ANNEXURE IV



Annexure A

To,The Members,Pipeline Infrastructure Limited(formerly known as Pipeline Infrastructure Private Limited)CIN - U60300MH2018PLC308292

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Mayekar & AssociatesFirm U.I.N - P2005MH007400

U.D.I.N – F007282B000376662

Jatin Prabhakar Patil(Partner)

Place: - Mumbai F.C.S – 7282Date: - June 24, 2020 C.O.P – 7954

f) Shareholders of the Company at its meeting held on July 24, 2019 approved the adoption of new set of Articles of Association of the Company, so as to incorporate the relevant provisions of the PIL Shareholders’ and Options Agreement and subsequent amendments thereto.

g) Pursuant to the mutual agreement between the Debenture Holders and the Company in terms of Schedule 7 of the Debenture Trust Deed and in line with the terms of issuance of the Unlisted NCDs, the Company has made payment of aggregate amount of Rs. 2,95,32,25,000 as Principal, from time to time, towards partial re-payments of the remaining 6,49,80,000 NCDs of Rs. 1,000 each, thereby proportionately reducing the face value of NCDs.

Accordingly, as on March 31, 2020, the face value of the remaining 6,49,80,000 NCDs of Rs. 1,000 each has been reduced to Rs. 954.55 each.

For Mayekar & AssociatesFirm U.I.N - P2005MH007400

U.D.I.N – F007282B000376662

Jatin Prabhakar Patil(Partner)

Place: - Mumbai F.C.S – 7282Date: - June 24, 2020 C.O.P – 7954

This Report is to be read with our letter of even date which is annexed as “Annexure A” and Forms an integral part of this report.

ANNEXURE IV



ANNEXURE V TO THE REPORT OF THE BOARD OF DIRECTORS

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

A. Conservation of Energy i. Steps taken for conservation of energy: Energy conservation dictates how efficiently a company can conduct its operations. The Company has recognized

the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company carries out its operations in an environmental friendly manner and is on the look-out for different ways and means to reduce the consumption of energy in its operations.

Following activities were completed during this year as energy and cost saving measures: a) Installation of Portable GEGs at CS03 & CS06 - Commissioning & Start-up of new 125 KVA GEG as a part of

cost saving measure completed and are in operations. This enabled matching of electric power generation capacity with actual requirements, thereby reducing losses and fuel consumption.

b) Replaced High Pressure Sodium Vapour (HPSV) with LED lights at MLV’s and M&R locations. This was done for reducing power consumption for lighting by switching over to lamps which yield better illumination with lesser power requirement.

ii. Steps taken by the Company for utilizing alternate sources of energy: Solar based power systems installed for meeting the power requirements of upcoming four Metering and

Regulating (M&R) stations of City Gas Distribution network for PIL Pipeline.

iii. The capital investment on energy conservation equipment: 1. In reference to i.(a) above, committed investment in 2019-20 is ~ Rs. 160 Lakhs. 2. In reference to i.(b) above, committed investment in 2019-20 is ~ Rs. 29 Lakhs.

B. Technology Absorption i. Major efforts made towards technology absorption: 1. The primary communication network revamping /upgradation with latest and long-lasting technology for

PIL Pipeline is under progress. MPLS-TP (Multiple Protocol Label Switching – Transport Profile) system is the latest technology used for fiber-based communication system. This technology facilitates evolution to packet based data transport system. The system has been designed and tested by creating the prototype of MPLS-TP network. Equipment has been received at site after FAT and Installation/testing at site got delayed due to COVID-19.

2. Fire & Gas Human Machine Interface (HMI) Workstation upgradation completed at CS03, CS06 and MPOC to deal with operating system obsolescence issue and to improve reliability of F&G system.

3. External Line Inspection (XLI) which is a new non-intrusive integrated pipeline health assessment survey, was carried out in identified sections of the pipeline covering a total of 46 Kms within CS04 and CS08 areas, including electrical interference zones. Dig verifications are under way to establish the accuracy of the survey and initial results were found to be satisfactory.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: None

iii. Information regarding imported technology (Imported during last three years): The Company has not imported any technology during the financial year.

iv. Expenditure incurred on research and development: None

C. Foreign Exchange Earnings and Outgo Foreign Exchange earned in terms of actual inflows - Nil Foreign Exchange outgo in terms of actual outflows - Rs. 20.99 Crores

ANNEXURE V






ANNEXURE VI TO THE REPORT OF THE BOARD OF DIRECTORS

FORM NO. MGT - 9

EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2020[Pursuant to Section 92(3) of the Companies Act, 2013 and

Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN : U60300MH2018PLC308292

ii) Registration Date : April 20, 2018

iii) Name of the Company : Pipeline Infrastructure Limited (formerly known as Pipeline Infrastructure Private Limited)

iv) Category & Sub-Category of the Company

: Company Limited by Shares and Non-Government Company

v) Address of the Registered office and contact details

: Unit No. 703, 7th Floor, Tower 3, Equinox Business Park, Off BKC, L.B.S Marg, Kurla (W) Mumbai - 400070, Maharashtra, India Tel.: +91 22 6210 4100

vi) Whether listed company : No (The Non-convertible Debentures issued by the Company are listed on Debt Segment of BSE Limited)

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

: KFin Technologies Private Limited (formerly known as Karvy Fintech Private Limited) Karvy Selenium Tower B, Plot no 31-32, Financial District, Nankramguda, Serilingampally, Hyderabad, Rangareddi, Telegana - 500 032 Tel.: +91 40 6716 2222

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more of the total turnover of the Company:

Name and Description of Main Products/Services NIC Code of the Product/Service

% to Total Turnover of the Company

Transport via Pipeline 4930 95.52%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:The Company did not have any subsidiary or associate company as on March 31, 2020. Details of holding company of the Company during the period under review are as under:

Sr. No.

Name and address of the Company

CIN Holding/Subsidiary/Associate

% of Shares Held

Applicable Section

1. India Infrastructure Trust(1) Address: Unit No. 804, 8th Floor, A Wing, One BKC, Bandra Kurla Complex, Bandra East, Mumbai - 400051

- Holding 100% -

Notes: (1) India Infrastructure Trust is a Trust registered as an Infrastructure Investment trust under the Securities and Exchange Board

of India (Infrastructure Investment Trust) Regulations, 2014, having registration number IN/InvIT/18-19/0008.

ANNEXURE VI



IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of total Equity): i) Category-wise Shareholding:

Category of Shareholders No. of Shares held at the beginning of the year(1) No. of Shares held at the end of the year(1) % Change during

the year(1)

Demat Physical Total % of Total Shares(1)

Demat Physical Total % of Total

Shares(1)

A. Promoters1. Indian

(a) Individual/HUF - - - - - - - - -(b) Central Government - - - - - - - - -(c) State Government(s) - - - - - - - - -(d) Bodies Corp. - - - - - - - - -(e) Banks/FI - - - - - - - - -(f) Trust 5,00,00,000 - 5,00,00,000(2) 100 5,00,00,000 - 5,00,00,000(3) 100 -(g) Any other - - - - - - - - -Sub-total (A)(1) 5,00,00,000 - 5,00,00,000 100 5,00,00,000 - 5,00,00,000 100 -

2. Foreign(a) NRIs- Individuals - - - - - - - - -(b) Other- Individuals - - - - - - - - -(c) Bodies Corp. - - - - - - - - -(d) Banks/FI - - - - - - - - -(e) Any other - - - - - - - - -Sub-total (A)(2) - - - - - - - - -

Total shareholding of Promoter (A) = (A)(1) + (A)(2)

5,00,00,000 - 5,00,00,000 100 5,00,00,000 - 5,00,00,000 100 -

B. Public Shareholding1. Institutions

(a) Mutual Funds - - - - - - - - -(b) Banks/FI - - - - - - - - -(c) Central Government - - - - - - - - -(d) State Government(s) - - - - - - - - -(e) Venture Capital Funds - - - - - - - - -(f) Insurance Companies - - - - - - - - -(g) FIIs - - - - - - - - -(h) Foreign Venture Capital

Funds- - - - - - - - -

(i) Others (specify) - - - - - - - - -Sub-total (B)(1) - - - - - - - - -

2. Non-Institutions(a) Bodies Corp.

i) Indian - - - - - - - - -ii) Overseas - - - - - - - - -

(b) Individualsi) Individual shareholders

holding nominal share capital upto ` 1 lakh

- - - - - - - - -

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

- - - - - - - - -

Others - - - - - - - - -Sub-total (B)(2) - - - - - - - - -

Total Public Shareholding (B) = (B)(1) + (B)(2)

- - - - - - - - -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A) + (B) + (C) 5,00,00,000 - 5,00,00,000 100 5,00,00,000 - 5,00,00,000 100 -

Notes: (1) Beginning of the year -> As on April 1, 2019; End of the year -> As on March 31, 2020 and During the year -> From April 1, 2019 upto March 31, 2020. (2) As on April 1, 2019, the Trust held 4,99,99,999 equity shares and 1 equity share was held by ECI India Managers Private Limited (“ECI”) in the beneficial interest of the

Trust. (3) As on March 31, 2020, the Trust held 4,99,99,994 equity shares and 1 share each was held by ECI, Pipeline Management Services Private Limited (“PMSPL”), Rapid

Holdings 1 Pte. Ltd. (“Rapid 1”), Rapid Holdings 2 Pte. Ltd. (“Rapid 2”), BIF III India Road Holdings Pte. Ltd. (“BIF III”) and Spice Holdings 1 Pte. Ltd. (“Spice 1”), in the beneficial interest of the Trust.

ANNEXURE VI



ii) Shareholding of Promoter and Promoter Group:

Sr. No.

Name of the Promoter/ Entity Part of the Promoter Group

Shareholding at the beginning of the year(1)

Shareholding at the end of the year(1) % Change in Shareholding

during the year(1)No. of Shares

Held% of Total

Shares of the

Company

% of Shares Pledged/

Encumbered to Total Shares

No. of Shares Held

% of Total

Shares of the

Company

% of Shares Pledged/

Encumbered to Total Shares

1 India Infrastructure Trust (“Trust”)

5,00,00,000(2) 100 - 5,00,00,000(3) 100 - -

Total 5,00,00,000 100 - 5,00,00,000 100 - - Notes: (1) Beginning of the year -> As on April 1, 2019; End of the year -> As on March 31, 2020 and During the year -> From April 1, 2019 upto March 31, 2020. (2) As on April 1, 2019, the Trust held 4,99,99,999 equity shares and 1 equity share was held by ECI in the beneficial interest of the Trust. (3) As on March 31, 2020, the Trust held 4,99,99,994 equity shares and 1 share each was held by ECI, PMSPL, Rapid 1, Rapid 2, BIF III and Spice 1, in the beneficial

interest of the Trust.

iii) Change in Promoters’ Shareholding:During the year under review, there was no change in the Promoters’ Shareholding.

iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Not Applicable

v) Shareholding of Directors and Key Managerial Personnel (“KMP”):None of the Directors and KMP of your Company, held share(s) in the Company either at the beginning or at the end of the period under review.

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/ accrued but not due for payment:

(Amount in Rs. Crore)

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the Financial Year i. Principal Amount 12,950.00 - - 12,950.00ii. Interest due but not paid - - - -iii. Interest accrued but not due 23.09 - - 23.09Total (i + ii + iii) 12,973.09 - - 12,973.09Change in Indebtedness during the Financial YearAddition 6,452.00 - - 6,452.00Reduction 6,747.32 - - 6,747.32Net Change 295.32 - - 295.32Indebtedness at the end of the Financial Year i. Principal Amount 12,654.68 - - 12,654.68ii. Interest due but not paid - - - -iii. Interest accrued but not due - - - -Total (i + ii + iii) 12,654.68 - - 12,654.68

Notes: 1. Details of indebtedness in the table are based on carrying value of debentures. 2. Change in indebtedness during the financial year includes amounts in relation to principal addition or reduction of debentures.

ANNEXURE VI



VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. Remuneration to Managing Director/Manager/Whole-time Director:

Sr. No.

Particulars of Remuneration Managing Director/ Manager/Whole-time Director

Total Amount

1 Gross Salary NA NA(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 19612 Stock Option NA NA3 Sweat Equity NA NA4 Commission

- as % of profit - others, specify

NA NA

5 Others, please specify NA NATotal (A) NA NACeiling as per the Act NA NA

The Company had no Managing Director/ Manager/ Whole-time Director as on the financial year ended March 31, 2020 and as on the date of this Report and hence the information is not applicable.

B. Remuneration to other Directors: During the period under review, the Company did not pay any remuneration to its Non-executive Directors other

than the sitting fees paid to the Independent Directors for attending the meetings of Board and Committees, as under:

(Amount in Rs.)Sr.

No.Particulars of Remuneration

Name of the Directors Total Amount

1 Independent Directors

Mr. Arun Balakrishnan

Mr. Chaitanya Pande


Fee for attending board/ committee meetings

2,75,000 2,75,000 2,75,000 8,25,000

Commission - - -Others, please specify

- - -

Total (1) 2,75,000 2,75,000 2,75,000 8,25,0002 Other Non-

executive Directors

Mr. Arpit

Agrawal

Mr. Jeffrey

Kendrew

Ms. Julia

Felmeri

Mr. Mihir

Nerurkar

Mr. Nawal Saini

Mr. Sanjay

Barman Roy

Mr. M

Sundar

Total Amount

Fee for attending board/committee meetings

- - - - - - - -

CommissionOthers, please specify

Total (2) - - - - - - - -Total (B) = (1+2) Rs. 8,25,000Total Managerial Remuneration = (A+B) Rs. 8,25,000Ceiling as per the Act* NA

* Maximum permissible sitting fees as per the Act is Rs. 1,00,000 per meeting and the Independent Directors are being paid a sitting fees of Rs. 25,000 per meeting.

ANNEXURE VI



C. Remuneration to Key Managerial Personnel other than Managing Director/Manager/Whole-time Director: (Amount in Rs.)

Sr. No.

Particulars of Remuneration Key Managerial Personnel(1) Total AmountMr. Akhil

Mehrotra - Chief Executive

Officer

Mr. Kunjal Thackar -

Chief Financial Officer

Ms. Puja Tandon - Company Secretary

1 Gross Salary 1,57,14,624 1,02,34,089 38,26,925 2,97,75,638(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

1,56,76,025 94,72,359 37,73,658 2,89,22,042

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

38,599 11,730 53,267 1,03,596

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- 7,50,000 - 7,50,000

2 Stock Option NA3 Sweat Equity NA4 Commission NA5 Others, please specify 4,96,629 3,95,253 1,69,328 4,96,629

Co’s Contribution to Provident Fund 4,96,629 3,95,253 1,69,328 4,96,629Total 1,62,11,253 1,06,29,342 39,96,253 3,08,36,848

Note: (1) Indicates remuneration for the period from July 1, 2019 till March 31, 2020 and does not include performance bonus

pay-out for FY 2019-20 paid in FY 2020-21.

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:There were no penalties/punishment/compounding of offences fees imposed on the Company under the provisions of the Act, for the year ended March 31, 2020.

Type Section of the Companies Act

Brief Description Details of Penalty/ Punishment/ Compounding fees imposed

Authority [RD/NCLT/ COURT]

Appeal made, if any (give details)

A. CompanyPenalty NAPunishmentCompoundingB. DirectorsPenalty NAPunishmentCompoundingC. Other officers in defaultPenalty NAPunishmentCompounding

ANNEXURE VI





Financial StatementsReport of the Board of Directors

INDEPENDENT AUDITORS’ REPORTTo the Members of Pipeline Infrastructure Limited(Formerly Pipeline Infrastructure Private Limited)Report on the Audit of the Financial Statements

Opinion We have audited the accompanying financial statements of Pipeline Infrastructure Limited (Formerly Pipeline Infrastructure Private Limited) (“the Company”), which comprise the Balance sheet as at March 31, 2020, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis for OpinionWe conducted our audit of the financial statements in accordance with the Standards on Auditing, as specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.

Key Audit Matter Auditor’s Response

1 Fair valuation of Non-convertible debentures (NCDs)The valuation of NCDs issued to India Infrastructure Trust (“IIT”) is key area of audit focus due to the degree of complexity involved in valuing the NCDs and significant judgement and valuation assumption made by the management. As at March 31, 2020 carrying amount of NCDs outstanding is Rs. 7812 crore and fair value loss on debentures for the year is Rs. 1817 crore. These NCDs are measured at fair value and classified as level 3 instrument. Refer to note 31 to the financial statements

Principal audit procedures performed:We evaluated the Company’s fair valuation specialist’s competence and objectivity to perform the valuation. We tested the design and operating effectiveness of key controls related to the recording and fair valuation of NCD’s outstanding as on balance sheet date and fair valuation impact for the year. We assessed the reasonableness of the estimated future cash flow projections, discount rate and other financial input considered in valuation with the underlying agreement, estimated credit ratings and related future interest rate curvesWe have involved internal fair valuation specialist to independently fair value NCD on the balance sheet date which includes evaluating the discount rate to be used in valuation and the rate at which company will be able to refinance external debt as per market condition.We compared the fair value determined by the Company’s fair valuation specialist and our internal fair valuation specialist to determine same to be reasonable.



Independent Auditors’ Report

Information Other than the Financial Statements and Auditor’s Report Thereon

• The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Director’s report, but does not include the financial statements and our auditor’s report thereon.

• Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for



Independent Auditors Report

expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for 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 it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

e. On the basis of the written representations received from the directors as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from being appointed as a director in terms of Section 164 (2) of the Act;




f. With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting;

g. The Company has not paid / provided any managerial remuneration to its directors.

h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i) As per representation received from the management, the Company has no pending litigations which will have an impact on its financial position;

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts to the financial statements;

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Chaturvedi & Shah LLP For Deloitte Haskins & Sells LLPChartered Accountants Chartered Accountants(Firm’s registration no. No. 101720W / W100355)) (Firm’s Registration No. 117366W/W-100018)

Sandesh Ladha Rupen K. BhattPartner Partner(Membership No. 047841) (Membership No.046930)(UDIN: 20047841AAAJYE7069) (UDIN: 20046930AAAACS3944)

Place: MumbaiDate: June 24, 2020





ANNEXURE “A” TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the members of the Company of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Pipeline Infrastructure Limited (Formerly Pipeline Infrastructure Private Limited) (“the Company”), as of March 31, 2020 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.




Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.








ANNEXURE “B” TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 2, under ‘Report on Other Legal and Regulatory Requirements’ section of our Report of even date to the Members of the Company)

i. In respect of its property, plant and equipment:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment on the basis of available information.

b) The Company has a program of verification of property plant and equipment to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain property plant and equipment were physically verified by the Management during the year. According to the information and explanation given to us, no material discrepancies were noticed on physical verification of property plant and equipment.

c) According to the information and explanations provided to us, and the records examined by us, and based on the examination of the Court Orders approving scheme of arrangements to us we report that the Company is in the process of transferring title deeds of immovable properties in the name of the Company except for items covered in Serial number 4 below:

(Rs. in crore)Sr.

No.No. of cases Particulars Gross block Net block Remarks

1 1 Lease hold land 1.4 1.37 Applied2 162 Free Hold land 71.53 71.53 Applied3 8 Freehold land 1.01 1.01 Yet to apply.4 2 Buildings 67.11 61.48 This building constructed on land

not owned by the Company. (Refer Note 1.2 of Financial Statements.)

ii. According to the information and explanations given to us, in our opinion the inventories have been physically verified during period by the Management at reasonable intervals and as explained to us no material discrepancies were noticed on physical verification.

iii. In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause (iii) of paragraph 3 of the Order is not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the Company has not granted any loans, made any investments and provided any guarantees and securities given as covered under Section 185 and 186 of the Act. Therefore, the provisions of the Clause (iv) of the paragraph 3 of the Order is not applicable to the Company.

v. According to the information and explanations given to us, the Company has not accepted any deposit during the year in terms of provisions of Sections 73 to 76 or any other relevant provisions of the Act. Therefore, the provisions of Clause (v) of paragraph 3 of the Order is not applicable to the Company.

vi. The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Companies Act, 2013 in respect of transportation of gas through use of pipeline. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) (d) of the Act and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.




vii. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid statutory dues were outstanding at March 31, 2020 a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of income Tax, sales Tax, service Tax, Duty of customs, Duty of excise and value added tax which have not been deposited as on March 31, 2020 on account of disputes.

viii. Based on our audit procedures and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to debenture holders. The Company has not availed loans or borrowings from financial institutions, banks or Government.

ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the period.

xi. During the period, the Company has not paid / provided any managerial remuneration to its directors.

xii. The Company is not a Nidhi Company and hence reporting under Clause (xii) of Paragraph 3 of the Order is not applicable.

xiii. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards..

xiv. During the period the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of Paragraph 3 of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, during the period, the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence reporting under Clause (xv) of Paragraph 3 of the Order is not applicable to the Company.

xvi. In our opinion and according to information and explanations provided to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.







BALANCE SHEET AS AT 31ST MARCH, 2020 (Rs. in Crore)

Notes As at 31st March, 2020

As at 31st March, 2019

ASSETSNon-Current AssetsProperty, Plant and Equipment 1 13,972.46 14,605.38Capital Work-in-Progress 1 13.25 9.37Goodwill 1 282.00 282.00Intangible Assets 1 1,430.97 1,509.99Financial Assets

Other Non-Current Financial Assets 2 6.45 1.45Total Non-Current Assets 15,705.13 16,408.19Current AssetsInventories 3 114.78 190.48Financial Assets

Investments 4 302.53 2.00Trade Receivables 5 111.95 144.43Cash and Cash Equivalents 6 13.89 63.29Other Bank Balances 7 3.34 69.99Other Financial Assets 8 67.68 1.89

Current Tax Assets (Net) 104.20 13.13Other Current Assets 9 143.33 82.54Total Current Assets 861.70 567.75Total Assets 16,566.83 16,975.94EQUITY AND LIABILITIESEquityEquity Share Capital 10 50.00 50.00Other Equity 11 1,043.57 3,604.76Total Equity 1,093.57 3,654.76LiabilitiesNon-Current LiabilitiesFinancial Liabilities

Borrowings 12 14,002.64 12,705.11Other Financial Liabilities 13 5.30 4.83

Deferred Tax Liabilities (Net) 14 - -Other Non-Current Liabilities 15 676.24 131.45Total Non-Current Liabilities 14,684.18 12,841.39Current LiabilitiesFinancial Liabilities

Trade Payables 16Micro, Small and Medium Enterprises 0.55 0.31Others 492.00 127.49

Other Financial Liabilities 17 261.69 261.37Other Current Liabilities 18 34.00 89.74Provisions 19 0.84 0.88Total Current Liabilities 789.08 479.79Total Liabilities 15,473.26 13,321.18Total Equity and Liabilities 16,566.83 16,975.94See accompanying Notes to the Financial Statements 1 - 37

As per our report of even dateFor Chaturvedi & Shah LLPChartered Accountants

For Deloitte Haskins & Sells LLPChartered Accountants

For and on behalf of the Board

Sandesh LadhaPartnerMembership No. 047841

Rupen K. BhattPartnerMembership No. 046930

Mihir NerurkarChairperson of the BoardDIN: 02038842

Akhil MehrotraChief Executive OfficerPAN: ADNPM5006E

Kunjal ThackarChief Financial OfficerPAN: ABYPT3241K

Puja TandonCompany SecretaryPAN: AGBPT0481B Membership No. A21937

Date : June 24, 2020 Place : Mumbai













STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2020 (Rs. in Crore)

Notes For the year ended

31st March, 2020

For the period 20th April, 2018 to

31st March, 2019

INCOME

Revenue from Operations 20 2,407.14 1,058.38

Other Income 21 32.95 9.35

Total Income 2,440.09 1,067.73

EXPENSES

Employee Benefits Expense 22 20.13 12.14

Finance Costs 23 1,209.17 37.19

Depreciation and Amortisation Expense 1 831.38 652.63

Transmission Charges 867.58 452.26

Fair value loss on Non Covertible Debentures measured at FVTPL

31 1,817.74 -

Other Expenses 24 255.46 353.99

Total Expenses 5,001.46 1,508.21

Profit / (Loss) Before Tax (2,561.37) (440.48)

Tax Expenses

Current Tax

Deferred Tax 14 - -

Profit / (Loss) for the period (2,561.37) (440.48)

Other Comprehensive Income

Items that will not be reclassified to statement of profit and loss 0.18 0.07

Total Comprehensive Income for the period (2,561.19) (440.41)

Earnings per equity share of face value of Rs. 10 each

- For Basic (Rs.) 25 (389.57) (347.85)

- For Diluted (Rs.) 25 (389.57) (347.85)

See accompanying Notes to the Financial Statements 1 - 37













STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2020 A. EQUITY SHARE CAPITAL (Rs. in Crore)

Balance at the beginning of previous

reporting period i.e 20th April, 2018

Changes in equity share capital during

the period

Balance at the end of previous

reporting period i.e 31st March, 2019

Changes in equity share capital during

the year

Balance as at the end of the reporting

period i.e. 31st March, 2020

- 50.00 50.00 - 50.00

B. OTHER EQUITY

Equity component

of compound financial

instruments

Retained Earnings

Other Comprehensive

Income

Total


Balance as at the beginning of the reporting period i.e. 20th April, 2018

- - - -

0% Compulsory Convertible Preference Shares Issued during the Period

4,000.00 - - 4,000.00

0% Redeemable Preference Shares Issued during the period

45.17 - - 45.17

Total Comprehensive Income for the Period

- (440.48) 0.07 (440.41)

Balance as at the end of the reporting period i.e. 31st March, 2019

4,045.17 (440.48) 0.07 3,604.76


Balance as at the beginning of the reporting period i.e. 1st April, 2019

4,045.17 (440.48) 0.07 3,604.76

Total Comprehensive Income for the Period

- (2,561.37) 0.18 (2,561.19)

Balance as at the end of the reporting period i.e. 31st March, 2020

4,045.17 (3,001.85) 0.25 1,043.57

See accompanying Notes to the Financial Statements 1 - 37













CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020 (Rs. in Crore)

Notes For the year ended 31st March, 2020

For the period 20th April, 2018 to 31st March, 2019

A. CASH FLOW FROM OPERATING ACTIVITIESNet Loss Before Tax as per Statement of Profit and Loss (2,561.37) (440.48)Adjusted for:Depreciation and Amortisation 831.38 652.63Profit on Sale of Current Investments (Net) (19.03) (1.87)Profit on fair valuation of Current Investments (Net)[Previous year Rs. 20,858]

(2.36) (0.00)

Loss on Sale of Fixed Assets 0.21 -Fair value loss on Non Covertible Debentures measured at FVTPL

1,817.74 -

Provision for doubtful debts 15.07 -Provision for diminution in inventory 0.52 -Interest Income (4.87) (6.85)Finance Costs 1,209.17 37.19

3,847.83 681.10Operating profit before working capital changes 1,286.46 240.62Trade and Other Receivables (110.50) (129.46)Inventories (8.17) 2.99Trade and Other Payables 854.52 158.29

735.85 31.82Cash Generated from Operations 2,022.30 272.44Taxes Paid (Net) (91.06) (13.13)Net Cash Flow from Operating Activities 1,931.25 259.31

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Property, Plant and Equipment (40.20) (8.76)Sale of Property, Plant and Equipment (Current year - Rs. 10,792) 0.00 -Fixed deposits placed with Banks (1,137.38) (2.44)Fixed deposits with Banks redeemed 1,199.03 -Purchase of Current Investments (3,937.96) (429.85)Sale of Current Investments 3,658.83 429.71Interest Income 5.53 4.62Payment for Acquisition of Pipeline assets - (600.00)Net Current Assets Acquired - (170.06)Net Cash Flow used in Investing Activities (252.15) (776.78)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Issue of Equity Shares - 50.00Proceeds from Issuance of Preference Share - 4,000.00Proceeds from Long Term Borrowings 6,452.00 12,950.00Repayment of Borrowings (6,747.32) (16,400.00)Expenditure Component Sweep (Refer Note 31) (201.48) (6.61)Interest paid (1,231.70) (12.75)Net Cash Flow from / (used in) Financing Activities (1,728.50) 580.64Net (Decrease) / Increase in Cash and Cash Equivalents (49.40) -Opening Balance of Cash and Cash Equivalents 63.29 -Acquired Pursuant to Scheme of Arrangement - 0.12Closing Balance of Cash and Cash Equivalents 13.89 63.29Note: The figures in brackets represents cash outflowSee accompanying Notes to the Financial Statements 1 - 37



NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2020A. Corporate Information

Pipeline Infrastructure Limited (“PIL” or “The Company”) has been incorporated on 20th April 2018. The name of the company was changed from Pipeline Infrastructure Private Limited to Pipeline Infrastructure Limited effective 25th April, 2019. The registered office of the company is located at Unit No. 703, 7th Floor, Tower 3, Equinox Business Park, Off BKC, L.B.S. Marg, Kurla (W), Mumbai, Maharashtra – 400070, India. PIL has acquired the 1,480 km pipeline, including dedicated lines, (together with compressor stations and operation centres) from Kakinada in Andhra Pradesh to Bharuch in Gujarat (the “Pipeline Business”) from East West Pipeline Limited (“EWPL”). The Principal business of the Company is operation of PIL pipeline for transporation of gas.

B. Significant Accounting Policies

B.1 Basis of Accounting and Preparation of Financial Statements

The Financial Statements of the Company have been prepared to comply with the Indian Accounting standards (‘Ind AS’), including the rules notified under the relevant provisions of the Companies Act, 2013 [the Act].

The Financial Statements have been prepared on the historical cost basis except for following assets and liabilities which have been measured at fair value amount:

i) Certain Financial Assets and Liabilities

ii) Defined Benefit Plans - Plan Assets

The Ind AS financial statements of PIL, comprise the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss (including other comprehensive loss), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended 2019-20 and notes to the Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

Company’s Financial Statements are presented in Indian Rupees (Rs.), which is also its functional currency and all values are rounded to the nearest Crore upto two decimal places, except when otherwise indicated.

B.2 Use of estimates and judgements

The preparation of these financial statements in conformity with the recognition and measurement principles of Ind AS requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of the financial statements and the reported amounts of income and expense for the periods presented.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.

Key sources of estimation of uncertainty at the date of the financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are in respect of impairment of investments, useful lives of property, plant and equipment, valuation of deferred tax assets and fair value measurement of financial instruments, these are discussed below. Key sources of estimation of uncertainty in respect of revenue recognition, employee benefits and provisions and contingent liabilities have been discussed in their respective policies.

B.3 Summary of Significant Accounting Policies

a Property, plant and equipment:

i) Property, plant and equipment are stated at cost net of recoverable less accumulated depreciation, amortisation and impairment loss, if any. Such cost includes purchase price and any cost directly attributable to bringing the assets to its working condition for its intended use, net changes on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the property, plant and equipment.

ii) Line pack gas has been considered as part of Property, plant and equipment.

iii) Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably.

iv) Depreciation on Property, plant and equipment is provided on straight line method over the useful life as per



Notes to the Financial Statements

Schedule II to the Companies Act, 2013, except in respect of following assets where useful life is revised in the current year as per technical evaluation. Revised useful life is as below:

Buildings - 20 years

Plant and Machinery - 20 years

Any additions to above category of assets will be depreciated over balance useful life.

Leasehold land is amortised over the period of lease; Line pack gas is not depreciated.

In respect of additions or extensions forming an integral part of existing assets, including incremental cost arising on account of translation of foreign currency liabilities for acquisition of property, plant and equipment, depreciation is provided over the residual life of the respective assets. Freehold land is not depreciated.

v) The estimated useful lives, residual values, depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

vi) An item of property, plant and equipment is derecognised upon disposal when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in profit or loss.

b Intangible Assets

Intangible Assets with finite useful lives that are acquired separately are stated at cost of acquisition less accumulated amortisation and accumulated impairment losses. The cost includes purchase price (net of recoverable taxes, trade discount and rebates) and any cost directly attributable to bringing the assets to its working condition for its intended use, net changes on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the intangible assets are capitalised. Amortisation is recognised on straight- line basis over the estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Computer software is amortised over a period of 5 years on straight line method.

Intangible Assets acquired in business combination:

Intangible Assets acquired in business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).Subsequent to initial recognition, intangible assets acquired in business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Rights under Pipeline Authorisation are amortized over a period of twenty years, being the useful life.

c Finance Costs

Finance costs, that are directly attributable to the acquisition or construction of qualifying assets, are capitalised as a part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred.

d Inventories

Items of inventories are measured at lower of cost or net realisable value after providing for obsolescence, if any. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including incidental expenses net of recoverable taxes incurred in bringing them to their respective present location and condition. Cost of stores and spares, trading and other items are determined on weighted average basis.

e Cash and cash equivalents

Cash and cash equivalents includes cash at banks and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts, if any as they are considered an integral part of the Company’s cash management.




f Impairment of Non - Financial Assets - property, plant and equipment and intangible assets

The Company assesses at each reporting date as to whether there is any indication that any property, plant and equipment and intangible assets or group of assets, called cash generating units (CGU) may be impaired. If any such indication exists the recoverable amount of an asset or CGU is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU to which the asset belongs. An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The recoverable amount is higher of an asset’s fair value less cost of disposal and value in use. Value in use is based on the estimated future cash flows, discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and risk specific to the assets. The impairment loss recognised in prior accounting periods is reversed if there has been an increase in the recoverable value due to a change in the estimate.

g Leases

Ind AS 116 supersedes Ind AS 17 Leases, including Appendix A of Ind AS 17 Operating Leases-Incentives, Appendix B of Ind AS 17 Evaluating the Substance of Transactions Involving the Legal Form of a Lease and Appendix C of Ind AS 17, Determining whether an Arrangement contains a Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to recognise most leases on the balance sheet.

Effective April 1, 2019, the Company has adopted Ind AS 116 “Leases”, applied to all lease contracts existing on April 1, 2019 using the modified retrospective method of transition, accordingly, comparatives for the year ended March 31, 2019 have not been retrospectively adjusted. The effect of this adoption is insignificant on the profit for the period, earnings per share, total assets, total liabilities and adjustment to retained earnings.

h Provisions and Contingent liabilities

A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

i Employee Benefits Expense

Employee benefits include contributions to provident fund, gratuity fund, compensated absences and pension.

Short Term Employee Benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognised as an expense during the period when the employees render the services.

Post-Employment Benefits

Defined Contribution Plans

A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund, Superannuation Fund and Pension Scheme. The Company’s contribution is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service.

Defined Benefit Plans

The liability in respect of defined benefit plans and other post-employment benefits is calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services.

Actuarial gains and losses in respect of post-employment and other long term benefits are charged to the Other Comprehensive Income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.




j Tax Expenses

The tax expense for the period comprises current and deferred tax. Tax is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised in the comprehensive income or in equity. In this case, the tax is also recognised in other comprehensive income and equity.

Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the Balance sheet date.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of Deferred tax liabilities and assets are reviewed at the end of each reporting period.

k Foreign Currency Transactions and Translation

(i) Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date.

(ii) Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss.

(iii) Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction.

l Revenue Recognition

The Company follows a comprehensive framework for determining whether, how much and when revenue is to be recognised. IND AS 115 provides for a single model for accounting for revenue arising from contract with customers, focusing on the identification & satisfaction of performance obligations.

i) The Company earns revenue primarily from transportation of gas. Income from transportation of gas is recognised on completion of delivery in respect of the quantity of gas delivered to customers. In respect of quantity of gas received from customers under deferred delivery basis, income for the quantity of gas retained in the pipeline is recognised by way of deferred delivery charges for the period of holding the gas in the pipeline at a mutually agreed rate. Income is accounted net of GST. Revenue is recognized point in time.

ii) Amount received upfront in lumpsum under agreement from customers is recognised on capitalisation and when performance obligation is completed.

iii) Interest income is recognised on a time proportion basis taking into account the amount outstanding and rate applicable.

iv) Dividend is recognised when the right to receive is established.

m Current and non-current classification

Assets and liabilities are presented in Balance Sheet based on current and non-current classification. Non-current assets and current assets before equity, non-current liabilities and current liabilities in accordance with Schedule III, Division II of Act notified by MCA. An asset is classified as current when it is

a) Expected to be realised or intended to be sold or consumed in normal operating cycle,

b) Held primarily for the purpose of trading,

c) Expected to be realised within twelve months after the reporting period, or

d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when it is

a) Expected to be settled in normal operating cycle,




b) Held primarily for the purpose of trading,

c) Due to be settled within twelve months after the reporting period, or

d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The Company has identified twelve months as its normal operating cycle.

n Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

Valuation techniques used are those that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 -Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. The policy has been further explained under note 31.

o Off-setting financial Instrument

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable rights to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable rights must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or counterparty.

p Business Combination

Acquisitions of the businesses are accounted for by using the acquisition method. Consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interest issued by the Company in exchange of control by the acquiree. Acquisition related costs are generally recognised in the statement of profit and loss as incurred.




Goodwill is measured at the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed.

q Earnings per share

Basic earnings per share is computed using the net profit for the year attributable to the shareholders’ and weighted average number of equity shares outstanding during the year.

Diluted earnings per share is computed using the net profit for the year attributable to the shareholders’ and weighted average number of equity and potential equity shares outstanding during the year including share options, convertible preference shares and debentures, except where the result would be anti-dilutive. Potential equity shares that are converted during the year are included in the calculation of diluted earnings per share, from the beginning of the year or date of issuance of such potential equity shares, to the date of conversion.

r Financial instruments

i) Financial Assets

A. Initial recognition and initial measurement:

Financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.

B. Classification and subsequent measurement

a) Financial assets measured at amortised cost (AC)

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

b) Financial assets at fair value through other comprehensive income (FVTOCI)

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

c) Financial assets at fair value through profit or loss (FVTPL)

Financial assets are measured at FVTPL unless they are measured at amortised cost or at FVTOCI on initial recognition. The transaction costs directly attributable to the acquisition of financial assets at FVTPL are immediately recognised in statement of profit and loss. Investments in mutual funds are measured at FVTPL

d) Impairment of financial assets

The Company recognises loss allowances using the expected credit loss (ECL) model for the financial assets measured at amortised cost. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date is recognized as an impairment gain or loss in statement of profit and loss.

ii) Financial liabilities

A. Recognition and measurement:

Financial liabilities are measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is as held for trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in Profit or Loss. Other financial liabilities are subsequently measured at amortised cost using the effective



interest method. Interest expense and foreign exchange gains and losses are recognised in the Statement of Profit and Loss. Any gain or loss on derecognition is also recognised in the Statement of Profit and Loss.

B. Derecognition of financial instruments

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired.

C. Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period.

D. Compound Financial Instruments

The component parts of compound financial instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recognised as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound financial instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to other component of equity. When the conversion option remains unexercised at the maturity date of the compound financial instruments, the balance recognised in equity will be transferred to retained earnings. No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the compound financial instruments are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible notes using the effective interest method.

s Goodwill:

Goodwill arising on the acquisition of business is carried at cost as establised at the date of acquisition of the business less accumulated impairment losses, if any.

A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. an impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash generating unit, the attributable amount of goodwill is included in determination of profit or loss on disposal.

C. Critical Accounting Judgements and Key Sources of Estimation Uncertainty:

The preparation of the Financial Statements requires management to make judgement, estimates and assumptions that affect the reported amount of revenue, expenses, assets and liabilities and the accompanying disclosures. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.





a) Depreciation/ Amortization and useful lives of property plant and equipment

Property, plant and equipment are depreciated over the estimated useful lives of the assets, after taking into account their estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful lives and residual values are based on the Company’s historical experience with similar assets and take into account anticipated technological changes. The depreciation for future periods is adjusted if there are significant changes from previous estimates.

b) Provisions

Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows can take place many Periods in the future, the carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take account of changing facts and circumstances.

c) Fair values in business combinations

The Company accounts for business combinations using the acquisition method of accounting. This method requires the application of fair values for both the consideration given and the assets and liabilities acquired. The calculation of fair values is often predicated on estimates and judgments including future cash flows discounted at an appropriate rate to reflect the risk inherent in the acquired assets and liabilities (refer to Note 32, Acquisition of Businesses for details of business combinations). The determination of the fair values may remain provisional for up to the next financial year of the financial year in which the acquisition date falls due to the time required to obtain independent valuations of individual assets and to complete assessments of provisions. When the accounting for a business combination has not been completed as at the reporting date, this is disclosed in the financial statements, including observations on the estimates and judgments made as of the reporting date.”

d) COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. The Company has considered internal and external information while finalising estimates in relation to its financial statement up to the date of approval of financial statements by the Board of directors and has not identified any material impact on the carrying value of assets, liabilities or provisions. However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and durations. Due to the nature of the pandemic, the Company will continue to monitor development and shall take appropriate actions as appropriate, based on any material changes in the future economic conditions.

D. Standards issued but not effective:

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from April 1, 2020.



NOTE 1. PROPERTY, PLANT AND EQUIPMENT, CAPITAL WORK-IN-PROGRESS AND INTANGIBLE ASSETS (Rs. in Crore)Description GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK

Opening Balance

Additions Deductions / Adjustments

As at 31.03.2020

Opening Balance

For the year

Deductions / Adjustments

As at 31.03.2020

As at 31.03.2020

As at 31.03.2019

Property, Plant and Equipment

Own Assets

Freehold Land 93.28 - - 93.28 - - - - 93.28 93.28

Buildings 361.58 0.04 - 361.62 13.34 17.57 - 30.91 330.71 348.24

Plant and Machinery 14,574.84 118.72 0.23 14,693.33 547.06 726.77 0.03 1,273.80 13,419.53 14,027.78

Furniture and Fixtures

1.41 0.05 0.01 1.45 0.43 0.48 0.01 0.90 0.55 0.98

Vehicles 0.50 0.00 0.29 0.21 0.28 0.20 0.28 0.20 0.01 0.22

Office Equipment 87.43 0.80 0.05 88.18 32.08 7.26 0.03 39.31 48.87 55.35

Line pack gas 78.14 - - 78.14 - - - - 78.14 78.14

Sub-Total 15,197.18 119.61 0.58 15,316.21 593.19 752.28 0.35 1,345.12 13,971.09 14,603.99

Right-of-Use Assets

Leasehold Land 1.40 - - 1.40 0.01 0.02 - 0.03 1.37 1.39

Sub-Total 1.40 - - 1.40 0.01 0.02 - 0.03 1.37 1.39

Total (A) 15,198.58 119.61 0.58 15,317.61 593.20 752.30 0.35 1,345.15 13,972.46 14,605.38

Intangible assets

Software* 1.35 0.06 - 1.41 0.51 0.68 - 1.19 0.22 0.84

Pipeline Authorisation

1,568.00 - - 1,568.00 58.85 78.40 - 137.25 1,430.75 1,509.15

Total (B) 1,569.35 0.06 - 1,569.41 59.36 79.08 - 138.44 1,430.97 1,509.99

TOTAL (A+B) 16,767.93 119.67 0.58 16,887.02 652.56 831.38 0.35 1,483.59 15,403.43 16,115.37

Capital Work-in-Progress 13.25 9.37

* Other than internally generated

1.1 Freehold Land and Leasehold Land includes Rs.72.54 Crore (Previous year Rs.92.27 Crore) and Rs. 1.40 Crore (Previous year Rs. 1.40 Crore) respectively in respect of which title deeds are in process of getting transferred in the name of the Company

1.2 Building includes Rs. 67.11 Crore being building constructed on land not owned by the Company.1.3 Refer note 28 for capital commitments1.4 For properties mortgaged / hypothecated (Refer note 12.1)1.5 During FY 19-20, useful life of certain assets have been changed as per technical evaluation. Due this change,

depreciation for FY 19-20 is lower by Rs. 42.28 Crore1.6 The balance useful life as on 31st March, 2020 for rights under pipeline authorisation is 18 years 3 months





(Rs. in Crore)Description GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK

Opening Balance

Additions pursuant

to Scheme


As at 31.03.2019

Opening Balance

For the period


As at 31.03.2019

As at 31.03.2019

Property, Plant and Equipment

Own Assets

Freehold Land - 93.28 - 93.28 - - - - 93.28

Buildings - 361.58 - 361.58 - 13.34 - 13.34 348.24

Plant and Machinery - 14,574.84 - 14,574.84 - 547.06 - 547.06 14,027.78

Furniture and Fixtures - 1.41 - 1.41 - 0.43 - 0.43 0.98

Vehicles - 0.57 0.07 0.50 - 0.35 0.07 0.28 0.22

Office Equipment - 87.43 - 87.43 - 32.08 - 32.08 55.35

Line pack gas - 78.14 - 78.14 - - - - 78.14

Sub-Total - 15,197.25 0.07 15,197.18 - 593.26 0.07 593.19 14,603.99

Right-of-Use Assets

Land - 1.40 - 1.40 - 0.01 - 0.01 1.39

Sub-Total - 1.40 - 1.40 - 0.01 - 0.01 1.39

Total (A) - 15,198.65 0.07 15,198.58 - 593.27 0.07 593.20 14,605.38

Intangible assets

Software - 1.35 - 1.35 - 0.51 - 0.51 0.84

Others - 1,568.00 - 1,568.00 - 58.85 - 58.85 1,509.15

Total (B) - 1,569.35 - 1,569.35 - 59.36 - 59.36 1,509.99

TOTAL (A+B) - 16,768.00 0.07 16,767.93 - 652.63 0.07 652.56 16,115.37

(C) Goodwill

(Rs. in Crore)



Goodwill

Opening Balance 282.00 282.00

Add: Additions due to business combination(Refer Note 33) - 282.00

Closing Balance 282.00 282.00

1.7 As at March 31, 2020 and March 31, 2019, the recoverable amount was computed using the discounted cashflow method for which the estimated cashflows for the balance period of pipeline usage authorisation licence were developed using internal forecasts and a pre-tax discount rate of 9.54%. The Company has considered the levelized tariff rate as determined by PNGRB vide its order dated March 12, 2019 and the volumes as determined by the external technical expert in this area.

The management believes that any possible changes in the key assumptions would not cause the carrying amount to exceed the recoverable amount of cash generating unit.

Based on the above, no impairment was identified as of March 31, 2020 and March 31, 2019 as the recoverable value exceeded the carrying value.



NOTE 2. NON-CURRENT FINANCIAL ASSETS(Unsecured and Considered Good) (Rs. in Crore)



Loans & AdvancesSecurity Deposits 1.45 1.45Other Bank Balances 5.00 -TOTAL 6.45 1.45

NOTE 3. INVENTORIES (Rs. in Crore)As at

31st March, 2020As at

31st March, 2019Stock of Natural Gas and Fuel 22.03 12.91Stores and Spares 92.75 177.57TOTAL 114.78 190.48

3.1 Inventories are measured at lower of cost or net realisable value.3.2 During the year the inventory of Stores and spares was reassessed to identify capital spares of Rs. 83.35 Crore, which

have been capitalized.

NOTE 4. CURRENT INVESTMENTS (Rs. in Crore)As at


31st March, 2019Investments measured at Fair Value through Profit and LossIn Mutual Funds - Unquoted, fully paid up 302.53 2.00TOTAL 302.53 2.00

NOTE 5. TRADE RECEIVABLES(Unsecured and Considered Good) (Rs. in Crore)



Trade Receivables - less than six months 127.02 144.43Less: Provision for doubtful debts 15.07 -TOTAL 111.95 144.43

5.1 The credit period on transportation services provided to the customers is 4 business days from day of invoicing. In case of default, the customers are charged interest in accordance with the terms of the agreement with them.

NOTE 6. CASH AND CASH EQUIVALENTS (Rs. in Crore)As at


31st March, 2019Balance with Banks in current accounts 13.89 63.29TOTAL 13.89 63.29

NOTE 7. OTHER BANK BALANCES (Rs. in Crore)As at


31st March, 2019Other Bank BalancesIn bank deposits to the extent held as security against guarantees and other commitments

3.34 69.99

TOTAL 3.34 69.99

NOTE 8. OTHER CURRENT FINANCIAL ASSETS(Unsecured and Considered Good) (Rs. in Crore)



Advance towards investments 66.67 -Others* 1.01 1.89TOTAL 67.68 1.89

* Includes Interest Receivable on Fixed Deposits with Banks





NOTE 9. OTHER CURRENT ASSETS(Unsecured and Considered Good) (Rs. in Crore)



Advance paid for Gratuity (Refer Note 22) - 1.28Balance with Custom, Good and Service Tax etc. 126.21 75.10Advance to vendors 3.82 2.68Prepaid expenses 8.17 3.48Other Receivables 5.13 -TOTAL 143.33 82.54

NOTE 10. SHARE CAPITAL (Rs. in Crore)As at 31st March, 2020 As at 31st March, 2019

No. of shares Amount No. of shares AmountAuthorised :Equity Shares of Rs. 10 each 6 60 00 000 66.00 6 60 00 000 66.00Preference Shares of Rs. 10 each 4050 00 00 000 4,050.00 4050 00 00 000 4,050.00Total 4,116.00 4,116.00Issued, Subscribed and Fully Paid up :Equity Shares of Rs. 10 each fully paid up 5 00 00 000 50.00 5 00 00 000 50.00TOTAL 50.00 50.00

10.1 Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period :Particulars As at


31st March, 2019No. of Shares No. of Shares

Equity Shares:Equity Shares at the beginning of the period 5 00 00 000 -Issued during the period - 5 00 00 000Equity Shares at the end of the period 5 00 00 000 5 00 00 000

10.2 The details of Shareholders holding more than 5% equity shares and details of equity shares held by holding company or holding company of holding company or by subsidiaries / associates of holding company :

Name of Shareholders As at 31st March, 2020 As at 31st March, 2019No. of Shares % held No. of Shares % held

India Infrastructure Trust(Holding entity along with nominees) 5 00 00 000 100.00% 5 00 00 000 100.00%

Note: During the period ended 31st March, 2019, 100% of the share capital of the Company was acquired by India Infrastructure Trust from Reliance Industries Holding Private Limited.

10.3 Rights and Restrictions to Equity Shares Equity Shares - The Equity Shares of the Company, rank pari passu in all respects including voting rights and

entitlement to dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. However, Rights of the Equity Shareholders have been varied in the Extra-ordinary General Meeting of the Company held on April 5, 2019 to allign the same with the provisions in the Shareholders and Options Agreement such that the holders of the equity shares shall have no right to surplus assets of the Company either on winding up or liquidation or otherwise.

The Redeemable Preference Shares will carry a preferential right vis-a-vis the Equity Shares with respect to payment of dividend and repayment of capital and have the right to surplus assets either on winding-up or liquidation of Company or otherwise to the extent of paid up preference share capital. No voting rights will accrue to the preference shareholders even if the dividend is not paid for a consecutive period of two years.

PIL has only one class of equity shares.



NOTE 11. OTHER EQUITY (Rs. in Crore)As at 31st March, 2020 As at 31st March, 2019

Equity component of compound financial instruments0% Compulsorily Convertible Preference Shares* 4,000.00 4,000.000% Redeemable Preference Shares*(Refer Note 10.3 and 13.1)

45.17 4,045.17 45.17 4,045.17

Retained EarningsAs per last Balance Sheet (Refer Note 35) (448.48) -

Profit / (Loss) for the period (2,561.37) (3,001.85) (440.48) (440.48)Other Comprehensive Income [OCI]As per last Balance Sheet 0.07 -Movement in OCI (Net) during the period 0.18 0.25 0.07 0.07TOTAL 1,043.57 3,604.76

* The dividend rate for Compulsorily Convertible Preference Shares and Redeemable Preference Shares as on 31.03.2019 was 0.1%

11.1 0% Cumpulsorily Convertible Preference Shares [CCPS] (a) Reconciliation of the CCPS outstanding at the beginning and at the end of the reporting period :



Particulars No. of Shares No. of SharesCCPS at the beginning of the period 400 00 00 000 -Add: Issued during the period - 400 00 00 000CCPS at the end of the period 400 00 00 000 400 00 00 000

(b) The details of CCPS holders holding more than 5% shares and details of shares held by holding company or holding company of holding company or by subsidiaries / associates of holding company :Name of holders of CCPS As at 31st March, 2020 As at 31st March, 2019

No. of Shares % held No. of Shares % heldReliance Strategic Business Ventures Limited

400 00 00 000 100%

Reliance Industrial Investments And Holdings Limited

400 00 00 000 100%

Pursuant to the composite scheme of arrangement sanctioned by National Company Law Tribunal, Ahmedabad, vide order dated September 5, 2019, the investment of Reliance Industrial Investments and Holdings Limited in the CCPS of Pipeline Infrastructure Limited have vested in Reliance Strategic Business Ventures Limited w.e.f. September 13, 2019.

(c) Every 254 CCPS shall be converted into 1 (One) Equity Shares of Rs. 10 each on the expiry of 20 years from date of allotment of CCPS.Date of allotment No. of Shares22nd March, 2019 400 00 00 000TOTAL 400 00 00 000

(d) Rights and Restrictions to CCPS (i) CCPS of the Company have priority over the Equity Shares of the Company for receiving dividend, if any. (ii) In the event of liquidation or winding-up of the Company, the CCPS shall immediately convert into Equity

Shares in the manner set out above, which Equity Shares shall rank pari passu with the other Equity Shares issued by the Company at such point in time.

(iii) The preference shareholders will not have voting rights even if the dividend is not paid for a consecutive period of two years.

11.2 Debenture Redemption Reserve: Debenture Redemption Reserve (DRR) is not required to be created in view of the loss incurred by the Company

during the current year. Also as per MCA Notification GSR574(E) dated August 16, 2019, Debenture Redemption Reserve (DRR) is not required to be created since the Company is a debt listed entity.





NOTE 12. BORROWINGS (Rs. in Crore)As at 31st March, 2020 As at 31st March, 2019

Non Current Current Non Current CurrentDEBENTURESSecured - Unlisted

Non Convertible Debentures- Fair value through Profit and Loss (FVTPL)

7,550.64 261.69 12,705.11 238.28

Secured - ListedNon Convertible Debentures- Ammortised Cost 6,452.00 - - -

TOTAL 14,002.64 261.69 12,705.11 238.28

12.1 The Listed and Unlisted, Secured, Redeemable Non - Convertible Debentures referred to above are secured by way of exclusive charge (and as the case may be, subject to an escrow mechanism) as set out below, created by the Company in favour of the Debenture Trustee (for benefit of the Debenture holders):

(a) Assignment (by way of assignment / security documents to the satisfaction of the Transaction Debt Holders) of the Pipeline Usage Agreement (PUA) and Operation & Maintenance Contract;

(b) First ranking charge by listed debentures and second ranking charge by unlisted debentures on all assets of the Company, including all rights, tittle, interest, and benefit of the Company in respect of and over the ‘East West Pipeline’, the escrow account of the Company and all receivables of the Company (including under the PUA);

(c) First ranking mortgage by listed debentures and second ranking mortgage on land/leasehold rights thereto (as the case may be) of the Company on which the pipeline assets are laid. The security perfection for mortgage creation is in process.

12.2 Rate of Interest and Maturity profile of Non Convertible Debentures are set out below : Unlisted Rate of Interest Base rate floor of 9.54% and Cap of 10.54% (Interest for period ended 31st March’20 - 9.735%)

Maturity Profile - latest redemption year (Refer Note 31) FY 2038-39ListedRate of Interest 8.9508%Maturity Profile March 22, 2024

12.3 On April 23, 2019, the Company redeemed 6,45,20,000 Secured, Unlisted, Redeemable Non- Convertible Debentures (‘Unlisted NCDs’) of Rs. 1,000 each aggregating to Rs. 645,200 Lakhs out of total 1,295,00,000 Unlisted NCDs of Rs. 1,000 each aggregating to Rs. 1,29,50,000 Lakhs issued on March 22, 2019. Further, the face value of remaining Unlisted NCDs i.e 6,49,80,000 was reduced from Rs. 1000 each to Rs. 954.55 each as on March 31, 2020 and to Rs. 942.04 each as on date, in lieu of principal repayment.

NOTE 13. OTHER NON CURRENT FINANCIAL LIABILITIES (Rs. in Crore)As at


31st March, 2019Liability Component of Compound Financial Instrument0% Redeemable Preference Shares* 5.30 4.83TOTAL 5.30 4.83

* The dividend rate for Redeemable Preference Shares as on 31.03.2019 was 0.1%13.1 0% Cumulative Redeemable Preference Shares of Rs. 10 each (RPS): (a) Reconciliation of the number of RPS outstanding at the beginning and at the end of the reporting period:



No. of Shares No. of SharesRPS at the beginning of the period 5 00 00 000Add: Issued during the period 5 00 00 000RPS at the end of the period 5 00 00 000 5 00 00 000



(b) The details of Shareholders holding more than 5% shares and details of shares held by holding company or holding company of holding company or by subsidiaries / associates of holding company :Name of holders of RPS As at 31st March, 2020 As at 31st March, 2019

No. of Shares % held No. of Shares % heldReliance Strategic Business Ventures Limited

5 00 00 000 100% - -

Reliance Industrial Investments And Holdings Limited

- - 5 00 00 000 100%

5 00 00 000 100% 5 00 00 000 100% Pursuant to the composite scheme of arrangement sanctioned by National Company Law Tribunal, Ahmedabad,

vide order dated September 5, 2019, the investment of Reliance Industrial Investments and Holdings Limited in the RPS of Pipeline Infrastructure Limited have vested in Reliance Strategic Business Ventures Limited w.e.f. September 13, 2019.

(c) RPS have term of 30 years from date of allotment and shall be redeemed at par. Further 10% of such RPS shall be redeemed per year from 21st year onwards on a proportionate basis.

(d) Rights and Restrictions to RPS RPS of the company have priority over the Equity Shares of the Company in proportion to their holding. i) For receiving dividend, if any. ii) For repayment of capital in the event of liquidation of the Company

The RPS will have the right to surplus assets either on winding up or liquidation or otherwise. Any payment to the RPS Holder shall be made subject to the payments to be made to the Parties pursuant to the NCD Terms or the Specified Actions.The RPS shareholders will not have voting rights even if dividend has not been paid by the company for 2 (two) periods.

NOTE 14. DEFERRED TAX LIABILITIES (NET) (Rs. in Crore)As at


31st March, 2019The movement on the deferred tax account is as follows:At the start of the period - -Charge / (credit) to Statement of Profit and Loss - -At the end of the period - -

Component wise movement of Deferred tax liabilities / (asset)


Recognised in the Statement of

Profit and Loss during the period


Property, Plant and Equipment 584.81 116.08 700.89 Intangible Assets 116.00 53.08 169.08 Investment - 0.60 0.60 Trade Receivables - (3.79) (3.79)Provision for Gratuity - (0.05) (0.05)Provision for compensated absences - (0.16) (0.16)Unabsorbed depreciation(recognised to the extent of deferred tax liability)[Refer Note 35]

(700.82) (165.75) (866.57)

TOTAL - - - Component wise movement of Deferred tax liabilities / (asset)

As at 20th April, 2018

Recognised in the Statement of

Profit and Loss during the period


Property, Plant and Equipment - 584.81 584.81 Intangible Assets - 116.00 116.00 Unabsorbed depreciation(recognised to the extent of deferred tax liability)[Refer Note 35]

- (700.81) (700.81)

TOTAL - - -





The Company has recognized deferred tax assets on unabsorbed depreciation to the extent there is corresponding deferred tax liability on the difference between the book balances and the written down value of property, plant and equipment, intangible assets and Investments under the Income Tax Act, 1961.

Unrecognised deductible temporary differences, unused tax losses and unabsorbed depreciationParticulars As at

31st March, 2020Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are attributable to the following:Unabsorbed depreciation 294.55

294.55

NOTE 15. OTHER NON CURRENT LIABILITIES (Rs. in Crore)As at


31st March, 2019OthersIncome Received In Advance* 676.24 58.91Other Payables** - 72.54TOTAL 676.24 131.45

15.1 * Includes net contracted capacity payments of Rs. 664.91 Crore for which company is obliged to transfer gas in future.

15.2 **Includes Imbalance and Overrun Charges (As per sub-regulation (10) of regulation (13) of notification no. G.S.R. 541E dated 17th Aug, 2008 issued and amended from time to time by Petrol and Natural Gas Regulatory Board (“PNGRB”), the Company has maintained an escrow account for charges collected on account of imbalance and overruns from the customers. The same will be utilised as per the directions issued by PNGRB.)

NOTE 16. TRADE PAYABLES (Rs. in Crore)As at


31st March, 2019Micro and Small Enterprises 0.55 0.31Others 492.00 127.49TOTAL 492.55 127.80

16.1 Dues to micro, small & medium enterprises as defined under the MSMED Act, 2006 The Company does not have any over dues outstanding to the micro micro, small & medium enterprises as defined

in Micro, Small and Medium Enterprises Development Act, 2006. The identification of micro and small enterprises is based on information available with the management.

(Rs. in Crore)Particulars As at


31st March, 2019a) Principal amount overdue to micro and small enterprises - -b) Interest due on above - -c) The amount of interest paid by the buyer in terms of section 16 of the

MSMED Act 2006 along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year.

- -

d) The amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act 2006.

- -

e) The amount of interest accrued and remaining unpaid at the end of each accounting year.

- -

f) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act 2006.

- -



NOTE 17. OTHER CURRENT FINANCIAL LIABILITIES (Rs. in Crore)As at


31st March, 2019Interest accrued but not due on Borrowings - 23.09Current maturities of secured long term debt (Refer Note 12.1) 261.69 238.28TOTAL 261.69 261.37

NOTE 18. OTHER CURRENT LIABILITIES (Rs. in Crore)As at


31st March, 2019Income Received In Advance 26.59 30.44Statutory Dues 4.64 50.18Other payables* 2.77 9.12TOTAL 34.00 89.74

* Includes Security deposits received from customers

NOTE 19. SHORT TERM PROVISIONS (Rs. in Crore)As at


31st March, 2019Provision for gratuity (Refer Note 22) 0.21 -Provision for compensated absences (Refer Note 22) 0.63 0.88TOTAL 0.84 0.88

NOTE 20. REVENUE FROM OPERATIONS (Rs. in Crore)

For the year ended 31st March, 2020


31st March, 2019

Income from Services

Income from Transportation of Gas 2,299.26 975.97

Other Operating Income

Deferred Delivery Services 70.26 74.28

Others 37.62 8.13

TOTAL 2,407.14 1,058.38

20.1 The Company derives revenues primarily from operation of PIL Pipeline comprising of Income from transportation of gas and Other Operating Income i.e. deferred Delivery Services and others.

NOTE 21. OTHER INCOME (Rs. in Crore)



31st March, 2019

Interest Income

From Fixed Deposits 4.19 4.79

From Others 0.68 2.06

Gain (net) on Financial Assets

Realised Gain on Mutual fund 19.03 1.87

Unrealised Gain on Mutual Fund (Previous year Rs. 20,858) 2.36 0.00

Other Non-Operating Income 6.69 0.63

TOTAL 32.95 9.35





NOTE 22. EMPLOYEE BENEFITS EXPENSE (Rs. in Crore)For the year ended

31st March, 2020For the period

20th April, 2018 to 31st March, 2019

Salaries, Wages and Bonus 15.74 9.22Contribution to Providend Fund and other Funds 2.35 0.75Staff welfare expenses 2.04 2.17TOTAL 20.13 12.14

22.1 Disclosure as per Indian Accounting Standard 19 “Employee Benefits” are given below :(Rs. in Crore)

Defined Contribution Plan For the year ended 31st March, 2020


31st March, 2019Contribution to defined Contribution Plan, recognised as expense for the period are as under:Employer’s Contribution to Regional Provident Fund 0.45 0.36Employer’s Contribution to Superannuation Fund - 0.01Employer’s Contribution to Pension Scheme 0.21 0.19

Defined Benefit PlanThe Company operated post retirement benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

Gratuity (Funded)The Company makes annual contributions under the Employees Gratuity scheme to a fund administered by Trustees covering all eligible employees. The plan provides for lump sum payments to employees whose right to receive gratuity had vested at the time of resignation, retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service except in case of death.The details in respect of the status of funding and the amounts recognised in the Company’s financial statements for the year ended 31st March, 2020, for these defined benefit schemes are as under:

i) Reconciliation of opening and closing balances of Defined Benefit Obligation (Rs. in Crore)For the year ended



a. Defined Benefit Obligation at beginning of the period 2.24 -b. Current Service Cost 0.15 0.21c. Interest Cost 0.12 0.08d. Liability (Transferred Out) / Transferred In (0.65) 2.02e. Actuarial gain (0.29) (0.07)f. Benefits paid - -g. Defined Benefit Obligation at end of the period 1.57 2.24

ii) Reconciliation of opening and closing balances of fair value of Plan Assets (Rs. in Crore)For the year ended



a. Fair value of Plan Assets at beginning of the period 3.51 -b. Expected Return on Plan Assets 0.11 0.13c. Actuarial Gain / (Loss) (0.11) 0.01d. Assets Transferred In/Acquisitions (2.15) 3.37e. Employer Contributions - -f. Benefits paid - -g. Fair value of Plan Assets at the end of the period 1.36 3.51h. Actual Return on Plan assets - 0.14



iii) Reconciliation of fair value of assets and obligations (Rs. in Crore)For the year ended



a. Fair value of Plan Assets at end of the period 1.36 3.51b. Present value of Obligation as at end of the period 1.57 2.24c. Amount recognised in the Balance Sheet [Surplus / (Deficit)]

(0.21) 1.27

iv) Expenses recognised during the period (Rs. in Crore)For the year ended



a. Current Service Cost 0.15 0.21b. Interest Cost 0.12 0.08c. Expected Return on Plan Assets (0.11) (0.13)d. Actuarial (Gain)/Loss recognised in Other Comprehensive Income

(0.18) (0.07)

e. Expenses recognised during the period (0.02) 0.09

v) Investment DetailsParticulars of Investments - Gratuity (%)The Gratuity Trust has taken Gratuity Policies from various Insurance Companies, therefore percentage of investments in GOI Securities, Public Financial Institutions etc. are not ascertainable.

vi) Actuarial AssumptionsMortality Table (IALM)

Gratuity (Funded) Gratuity (Funded)For the year ended



2006-08 (Ultimate) 2006-08 (Ultimate)Discount Rate 6.84% 8.30%Salary escalation 6.00% 6.00%Employee turnover 2.00% 2.00%The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The expected rate of return on plan assets is determined considering RBI Bond Interest rate or historical return on plan assets.

The Expected Rate of Return on Plan Assets is determined considering several applicable factors, mainly the composition of Plan Assets held, assessed risks, historical results of return on Plan Assets and the Company’s policy for Plan Assets Management.

vii) Maturity Profile of Defined Benefit ObligationFor the year ended



Weighted average duration (based on discounted cashflows) 16 years 9 yearsExpected cash flows over the next (valued on undiscounted basis):1 year 0.08 0.222 to 5 years 0.22 0.726 to 10 years 0.59 0.94More than 10 years 5.05 3.73





viii) Sensitivity AnalysisSignificant Actuarial Assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occurring at end of the reporting period, while holding all other assumptions constant. The result of Sensitivity analysis is given below:

For the year ended March 31, 2020

For the period April 20, 2018 to March 31, 2019

Decrease Increase Decrease IncreaseChange in discounting rate (delta effect of -/+ 0.5%)

0.13 (0.11) 0.11 (0.10)

Change in rate of salary increase (delta effect of -/+ 0.5%)

(0.11) 0.13 (0.10) 0.11

Change in rate of Attrition rate (delta effect of -/+ 25%)

(0.01) 0.01 (0.01) 0.01

Change in rate of Attrition rate (delta effect of -/+ 25%)

(0.00) 0.00 (0.00) 0.00

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet.

These plans typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk - The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Interest risk - A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk - The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk - The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

Leave encashment plan and compensated absences:

The Company provides for leave encashment / compensated absences based on an independent actuarial valuation at the balance sheet date, which includes assumptions about demographics, early retirement, salary increases, interest rates and leave utilisation. The actuarial assumptions on compensated absences considered are same as the table (vi) above.

NOTE 23. FINANCE COSTS (Rs. in Crore)For the year ended



Interest Expenses 1,209.16 37.19Other Borrowing Costs 0.01 0.00TOTAL 1,209.17 37.19



NOTE 24. OTHER EXPENSES (Rs. in Crore)For the year ended



OPERATION AND MAINTAINANCE EXPENSESStores and Spare 13.78 10.54Electricity, Power and Fuel 75.81 59.66Repairs - Machinery 36.70 18.19Other Operational Expenses* 48.21 6.61

ADMINISTRATION EXPENSESInsurance 18.89 4.27Rent 0.60 0.66Repairs - Others 0.88 0.63Rates and Taxes 0.80 1.33Contracted and others services 12.93 0.94Travelling and Conveyance 5.07 3.95Payment to Auditors 0.91 3.34Professional Fees 5.31 1.47Letter of credit and bank charges 4.72 0.16Provision for doubtful debts 15.07 -Loss on sale of Fixed Assets 0.21 -Acquistion related expenses - 225.00General Expenses 15.57 17.24TOTAL 255.46 353.99

* Includes maintanance charges of Rs. 39.34 Crore.

24.1 PAYMENT TO AUDITORS AS : (Rs. in Crore)For the year ended



(a) Auditor Statutory Audit Fees 0.80 0.80 Tax Audit Fees 0.10 0.10(b) Certification Fees (Current Year - Rs. 3217) 0.00 2.43(c) Cost Audit Fees 0.01 0.01TOTAL 0.91 3.34

NOTE 25. EARNINGS PER SHARE (EPS)



31st March, 2019

i) Net Loss as per Statement of Profit and Loss attributable to Equity Shareholders (Rs. in Crore)

(2,561.37) (440.48)

ii) Weighted Average number of equity shares 5 00 00 000 1 22 07 659

iii) Weighted Average number of Potential Equity Shares 1 57 48 031 4 55 145

iv) Total Weighted Average number of Equity Shares used as denominator for calculating Basic / Diluted EPS

6 57 48 031 1 26 62 804

v) Earnings per share of face value of Rs. 10 each

- For Basic (Rs.) (389.57) (347.85)

- For Diluted (Rs.) (389.57) (347.85)





NOTE 26. RELATED PARTY DISCLOSURESAs per Ind AS 24, the disclosures of transactions with the related parties are given below:List of related parties where control exists and related parties with whom transactions have taken place and relationships:i) Name of Related Party Entities which exercise control on the company Brookfield Asset Management India Infrastructure Trust (From 22nd March, 2019) Sikka Ports & Terminals Limited (Formerly Reliance Ports and Terminals Limited) (Up to 27th June, 2018) Reliance Industries Holding Private Limited (from 28th June, 2018 till 21st March, 2019)

Fellow Subsidiary Company East West Pipeline Limited (Upto 17th March, 2019) Sikka Ports & Terminals Limited (from 28th June, 2018 till 17th March, 2019 )

Members of same group Pipeline Management Services Private Limited Peak Infrastructure Management Services Private Limited

Key Managerial Personnel Akhil Mehrotra Kunjal Thackar Puja Tandon

ii) Transactions during the year with related parties : (Rs. in Crore)Particulars For the year ended



1 Issuance of Non Convertible DebenturesIndia Infrastructure Trust Entities which exercise

control on the company- 12,950.00

2 Redemption of Non Convertible DebenturesIndia Infrastructure Trust Entities which exercise

control on the company6,747.32 -

3 Interest ExpensesIndia Infrastructure Trust Entities which exercise

control on the company664.73 31.09

4 Expenditure Component SweepIndia Infrastructure Trust Entities which exercise


5 Issue of Equity SharesSikka Ports and Terminals Limited

Entities which exercise control on the company

- 0.05

Reliance Industries Holding Private Limited

Entities which exercise control on the company

- 49.95

6 Acquisition of Pipeline BusinessEast West Pipeline Limited(Refer Note 33)

Fellow Subsidiary Company - 650.00



Particulars For the year ended 31st March, 2020


31st March, 20197 Net Current Assets Acquired

East West Pipeline Limited(Refer Note 33)

Fellow Subsidiary Company - 170.06

8 Pipeline Maintenance ExpensesPipeline Management Services Private Limited

Members of same group 39.34 -

9 Secretarial and legal services feesPeak Infrastructure Management Services Private Limited


10 Reimbursement of travel expensesPeak Infrastructure Management Services Private Limited


11 Managerial RemunerationAkhil Mehrotra Key Managerial Personnel 1.56 -Kunjal Thackar Key Managerial Personnel 1.02 -Puja Tandon Key Managerial Personnel 0.38 -

iii) Balances as at end of the year (Rs. in Crore)

Particulars Relationship As at 31st March, 2020


Equity Share CapitalIndia Infrastructure Trust Entities which exercise


Carrying value of Non Convertible Debentures before Fair Value adjustmentIndia Infrastructure Trust Entities which exercise

control on the company6,202.68 12,950.00

Interest accrued and due on BorrowingsIndia Infrastructure Trust Entities which exercise

control on the company- 23.09

Expenditure Component SweepIndia Infrastructure Trust Entities which exercise


Other Current Financial AssetsPipeline Management Services Private Limited


NOTE 27. TAXATION

Current tax

In view of the loss for the current year , no provision for current tax has been considered.

The Company elected to exercise the option permitted under section 115BAA of the Income Tax Act, 1961, as introduced by Taxation Law Amendment Act 2019. Accordingly, the income tax workings for the year ended March 31, 2020 is on the basis of the new tax rate of 25.17%, as applicable for financial year 2019-20 for the entities in India including re-measurement of deferred tax asset.





NOTE 28. CONTINGENT LIABILITITIES AND COMMITMENTS(to the extent not provided for) (Rs. in Crore)



Contingent Liabilities - -CommitmentsEstimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for

8.91 16.04

NOTE 29. SEGMENT REPORTINGThe Company’s activities comprise of transportation of natural gas in certain states in India. Based on the guiding principles given in Ind AS 108 on “Segment Reporting”, this activity falls within a single business and geographical segment and accordingly the disclosures of Ind AS 108 have not been separately given.

Revenues from two customer represents more than 10% of the Company’s revenue for the year(Rs. in Crore)



Customer A 1,670.54 695.17Customer B 417.84 -

NOTE 30. CAPITAL MANAGEMENT

The Company adheres to a robust Capital Management framework which is underpinned by the following guiding principles;

a) Maintain financial strength to ensure AAA ratings

b) Ensure financial flexibility and diversify sources of financing and their maturities to minimize liquidity risk while meeting investment requirements.

c) Leverage optimally in order to maximize shareholder returns while maintaining strength and flexibility of the Balance sheet.

This framework is adjusted based on underlying macro-economic factors affecting business environment, financial market conditions and interest rates environment.

The gearing ratio at end of the reporting period was as follows:(Rs. in Crore)



Gross Debt 14,264.33 12,943.39Cash and Marketable Securities 316.42 65.29Net Debt (A) 13,947.91 12,878.10Total Equity (As per Balance Sheet) (B) 1,093.57 3,654.76Net Gearing (A/B) 12.75 3.52

The company is regular in complying with debt covenants.

NOTE 31. FINANCIAL INSTRUMENTS - FAIR VALUE DISCLOSUREValuation

All financial instruments are initially recognized and subsequently re-measured at fair value as described below:

a) The fair value of investment in Mutual Funds is measured at NAV.

b) The fair value of the Non-convertible debentures is determined using the discounted cash flow method. The significant observable inputs are the probable weighted assessment of range of possible business outcome.

c) All foreign currency denominated assets and liabilities are translated using exchange rate at reporting date.



Fair value measurement hierarchy: (Rs. in Crore)Particulars As at 31st March, 2020 As at 31st March, 2019

Carrying Amount

Level ofinput used in Carrying Amount

Level of input used inLevel 1 Level 2 Level 3 Level 1 Level 2 Level 3

Financial AssetsAt Amortised Cost*Other Non-Current Financial Assets

6.45 1.45

Trade Receivables 111.95 144.43Cash and Cash Equivalents

13.89 63.29

Other Bank Balances 3.34 69.99Other Financial Assets 67.68 1.89At FVTPLInvestments 302.53 302.53 2.00 2.00Financial LiabilitiesAt Amortised Cost*Borrowings 6,452.00 6,414.58Other Non Current Financial Liabilities

5.30 4.83

Trade Payables 492.55 127.80Other Financial Liabilities

261.69 261.69 261.37 238.28

At FVTPLBorrowings 7,550.64 7,550.64 12,705.11 12,705.11

* carrying amount approximates fair value as per management.

The financial instruments are categorized into three levels based on the inputs used to arrive at fair value measurements as described below:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; and

Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs based on unobservable market data

Fair value measurements using unobservable market data (level 3)

The following table presents the changes in level 3 items for the year ended March 31, 2020

Particulars (Rs. in Crore)

As at April 20, 2018 -

Add: Debentures issued 12,950.00

Carrying value of debentures as on March 31, 2019 12,950.00

Add: Debentures issued -

Less: Redemption / Principal repayment of debentures 6,747.32

Carrying value of debentures as on March 31, 2020 6,202.68

Less: Expenditure Component Sweep paid

FY 2018-19 6.61

FY 2019-20 201.48 208.09

5,994.59

Add: Loss on fair valuation of debentures 1,817.74

Fair value of debentures as on March 31, 2020 7,812.33




The Non-convertible debentures (InvIT NCD) issued by the Company to India Infrastructure Trust (InvIT) are classified as Financial Liability according to the Ind AS 32 and 109, and shown as Borrowings and the said instrument is measured at Fair Value through Profit & Loss (FVTPL).The discounted cash flow method has been applied for deriving the fair valuation of the InvIT NCD based on the present value of all future cash flows. The significant assumptions considered in the valuation are:1. Discount rate considered for valuation: The discount rate for every year is computed as Benchmark Rate+100 bps,

with benchmark rate being zero coupon yield Zero Coupon Yield as on the Valuation Date for maturity corresponding to the cash flows adjusted for FIMMDA spread for AAA security and 1% for additional risk. If the discount rate for each year increases by 0.5% then Fair value of the investment will reduce by Rs. 191 crores, if the discount rate reduces by 0.5% then Fair value of the investment will increase by Rs.200 crores.

2. The rate at which the Company will be able to re-finance the external debt: The interest rate at which the Company will be able to refinance new NCDs is considered based on expected future interest rate for a period of 15 years for a AAA rated bond using FIMMDA Corporate Spread adjusted by 1% for additional risk. If this rate increases by 0.5% then Fair value of the debentures will decrease by Rs. 132 crores and if this rate reduced by 0.5% then Fair value of the debentures will increase by Rs.131 crores.

The interest rates are blocked for a period of first 5 years at 9.5% i.e. upto March 22, 2024 and hence instrument is not exposed to interest rate risk in next year.

NOTE 32. FINANCIAL INSTRUMENTS - RISK MANAGEMENTForeign Currency Risk

The following table shows foreign currency exposures in CAD, USD, EUR and GBP on financial instruments at the end of the reporting period. The exposure to foreign currency for all other currencies are not material.

Foreign Currency Exposure (Rs. in Crore)Particulars As at 31st March, 2020 As at 31st March, 2019

CAD USD EUR GBP* USD EURTrade and Other Payables 0.69 2.40 4.07 0.00 4.17 1.44Net Exposure 0.69 2.40 4.07 0.00 4.17 1.44

* GBP less than 50,000

Sensitivity analysis of 1% change in exchange rate at the end of reporting period net of hedges

Foreign Currency Sensitivity (Rs. in Crore)

Particulars As at 31st March, 2020 As at 31st March, 2019

CAD USD EUR GBP USD EUR

1% Depreciation in INR

Impact on Equity

Impact on P&L (0.01) (0.02) (0.04) (0.00) (0.04) (0.01)

Total (0.01) (0.02) (0.04) (0.00) (0.04) (0.01)

1% Appreciation in INR

Impact on Equity

Impact on P&L 0.01 0.02 0.04 0.00 0.04 0.01

Total 0.01 0.02 0.04 0.00 0.04 0.01

Credit RiskCredit risk is the risk that a customer or counterparty to a financial instrument fails to perform or pay the amounts due causing financial loss to the Company. Credit risk arises from Company’s activities in investments and outstanding receivables from customers.

The Company has a prudent and conservative process for managing its credit risk arising in the course of its business activities.




Liquidity Risk

Liquidity risk arises from the Company’s inability to meet its cash flow commitments on time. Company’s objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a disciplined cash management system. Company’s liquidity is managed centrally with operating units forecasting their cash and liquidity requirements.

The Company’s liquidity is managed centrally with operating units forecasting their cash and liquidity requirements. Treasury pools the cash surplus from across the different operating units and then arranges to either fund the net deficit or invest the net surplus in the market.

Maturity Profile of Borrowings at FVTPL as on 31 March, 2020 (Rs. in Crore)Particulars Below

3 Months3-6

Months6-12

Months1-3 Years 3-5 Years Above

5 YearsTotal

Non Derivative LiabilitiesLong Term Loans 229.41 229.41 458.81 1,832.87 1,652.49 10,204.66 14,607.65Total Borrowings 229.41 229.41 458.81 1,832.87 1,652.49 10,204.66 14,607.65

Maturity Profile of Borrowings at Ammortised cost as on 31 March, 2020 (Rs. in Crore)Particulars Below

3 Months3-6

Months6-12


5 YearsTotal

Non Derivative LiabilitiesLong Term Loans 143.59 145.17 287.56 1,155.01 7,013.68 - 8,745.01Total Borrowings 143.59 145.17 287.56 1,155.01 7,013.68 - 8,745.01

Maturity Profile of Borrowings at FVTPL as on 31 March, 2019 (Rs. in Crore)Particulars Below

3 Months3-6

Months6-12


5 YearsTotal

Non Derivative LiabilitiesLong Term Loans 59.57 59.57 119.14 546.91 656.20 11,508.61 12,950.00Total Borrowings 59.57 59.57 119.14 546.91 656.20 11,508.61 12,950.00

Credit ratings of “CRISIL AAA/Stable” from CRISIL Limited and “CARE AAA/Stable” from CARE Ratings Limited, obtained by the Company for its listed Non-Convertible Debentures issued on April 23, 2019, have been re-affirmed during financial year 2020-21. As on date, there is no revision in the credit ratings.

NOTE 33. BUSINESS COMBINATIONa) There is no business combination during financial year 2019-20b) There was a business combination in the previous financial year 2018-19A Scheme of Arrangement between East West Pipeline Limited (EWPL) and Pipeline Infrastructure Limited (PIL) and their respective shareholders and creditors (hereinafter referred as ‘the Scheme’) under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time was filed for the transfer to, and vesting in, PIL, with effect from 1st July 2018 (Appointed Date), the business of owning and operating cross-country pipelines between Kakinada in Andhra Pradesh and Bharuch in Gujarat for transportation of natural gas (hereinafter referred as ‘Pipeline Business’) of EWPL as a going concern. Pursuant to sanction of the Scheme of Arrangement received from Ahmedabad and Mumbai benches of Hon’ble National Company Law Tribunal (NCLT) vide their orders dated 12th November 2018 and 21st December 2018 respectively, the Pipeline Business of EWPL has been transferred to PIPL. The orders were filed with the Registrar of Companies on Jan 08, 2019.EWPL and PIL were 100% subsidiaries of Reliance Industries Holding Private Limited at the time of transfer of pipeline business of EWPL to PIL, making a transaction under common control as per Appendix C of Ind AS 103 ‘Business Combinations’. However, as required by the Scheme of Arrangement approved by the benches of NCLT the assets were accounted by PIL at their fair value and the liabilities at their carrying value . Further, as per the order the acquisition date has been considered as 1st July, 2018, being the Appointed Date. The assets and liabilities are recognised by PIL on the following basis:




(i) Property, Plant and Equipment forming a part of the pipeline business have been recorded at their fair value of Rs 15,200 crore determined by an independent engineering firm.

(ii) Out of the balance of Rs 1850 crore, 1568 crore has been assigned to intangible asset including Pipeline Authorisation based on a valuation by an independent accounting firm and remaining value i.e. Rs. 282 crore has been assigned to goodwill.

(iii) Borrowings have been recorded at carrying value which approximates fair value of Rs 16,400 crore.

(iv) The net consideration for such transfer is settled by (a) payment of Rs. 600 Crore and (b) issue and allotment of 5,00,00,000, 0.1% Redeemable Preference Shares of face value of Rs. 10/- each aggregating to Rs. 50 Crore, by PIL to EWPL.

(v) The following table summarizes the effect of the business combination in terms of purchase consideration to be paid by PIL and the amount of assets and liabilities acquired and their fair values at the acquisition date:

Particulars Fair Value (Rs in crore)

Property, Plant and Equipment (PPE) 15,200.00

Intangible Assets including Pipeline Authorisation 1,850.00

Total Assets 17,050.00

Borrowings (16,400.00)

Net Consideration Payable to EWPL as per Scheme of Arrangement 650.00

(vi) The scheme provided for transfer of current liabilities backed by current assets. Hence, the excess of other assets over liabilities transferred to PIL at the carrying value has been settled separately by PIL outside of the purchase consideration as approved by the directors of EWPL and PIL.

Particulars Carrying Value (Rs in Crore)

Capital WIP 1

Loans & Advances 1

Inventories 193

Trade Receivables 67

Cash and Cash Equivalents 0

Other Bank Balances 68

Other Financial Assets 3

Other Current Assets 29

Other Non-Current Financial Liabilities (2)

Other Non-Current Liabilities (74)

Trade Payables (62)

Other Current Financial Liabilities (3)

Other Current Liabilities (50)

Provision for Leave encashment/ Superannuation (1)

Net amount Payable to EWPL as on 1st July 2018 170

NOTE 34. SUBSEQUENT EVENTS

On a review of the Business operations of the company, review of the Trial Balances of the periods subsequent to 31st March, 2020, there are no subsequent events that have taken place requiring reporting in the financials of Financial year 2019-20.




NOTE 35.

The Company has recorded deferred tax asset of Rs. 700.81 Crore on unabsorbed depreciation to the extent of deferred tax liability as at March 31, 2019 in accordance with Ind AS 12 which was incorrectly not recorded. As a result of restatement, Loss after tax for the period ending March 31, 2019 is lower to the extent of Rs. 700.81 Crore, Other Equity is higher to that extent and Deferred tax liabilities in the balance sheet is lower to that extent. The Earnings per share for the year ended has consequently been recomputed from Rs. (934.90) to Rs. (347.85) per share.

NOTE 36.

The figures for the year ended March 31, 2020 and period ended March 31, 2019 are not comparable since the Company was incorporated on April 20, 2018 and business commenced from July 1, 2018.

NOTE 37. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved for issue by the board of directors on June 24, 2020












PIPELINE INFRASTRUCTURE LIMITED(Formerly known as Pipeline Infrastructure Private Limited)

Unit No. 703, 7th Floor, Tower 3, Equinox Business Park, Off BKC, L.B.S Marg, Kurla (W), Mumbai, Maharashtra - 400070, India; Tel No.: 91-22-6210 4100; Fax No.: 91-22-6210 4150;

Email: [email protected]; Website: www.pipelineinfra.com

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PIPELINE INFRASTRUCTURE LIMITED · Details of the Company Pipeline Infrastructure Limited (Formerly known as Pipeline Infrastructure Private Limited) CIN: U60300MH2018PLC308292 Registered