|
To,
Members
Gujarat State Petronet Limited
^e Directors take pleasure in presenting the 27th Annual Report and Audited
Accounts of Gujarat State Petronet Limited ("GSPL") for the year ended 31"
March, 2025.
FINANCIAL HIGHLIGHTS
Your Company has been demonstrating stable performance parameters.
Major Highlights of the Company are summarized below:
(Rs. in crore)
Particulars (Standalone Accounts) FY 2024-25 |
FY 2023-24 |
Total Income |
1,514.90 |
2,366.59 |
Employee Benefit Expenses |
86.82 |
80.26 |
Other Expenses |
212.79 |
447.19 |
Total Expenses |
299.61 |
527.45 |
PBDITA |
1,215.29 |
1,839.14 |
Finance Cost |
8.48 |
4.93 |
Depreciation & Amortisation |
203.53 |
192.01 |
Profit Before Tax |
1,003.28 |
1,642.20 |
Tax including Deferred Tax |
195.66 |
357.56 |
Profit from continuing operations after tax |
807.62 |
1,284.64 |
Profit from discontinued operations after tax |
|
|
Profit for the year after Tax |
807.62 |
1,284.64 |
EPS for the year ( Rs.) |
14.31 |
22.77 |
Appropriations Transfer to General Reserves |
NIL |
NIL |
PERFORMANCE HIGHLIGHTS
GSPL has successfully extended the gas grid up to 2,795 kilometre.
GSPL committed and maintained uninterrupted gas supply across the State of
Gujarat to maximize the net-worth of the Company.
During FY 2024-25, Total Income stood at Rs.1,514.90 Crore, as compared to Rs.
2,366.59 Crore and PBT was Rs.1,003.28 Crore as compared to Rs.1,642.20 Crore over
Previous Year.
^e Profit After Tax for FY 2024-25 is Rs.807.62 Crores as compared to
Rs.1,284.64 Crores for FY 2023-24.
DIVIDEND
As per the provisions of the Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), GSPL adopted a Dividend Policy which has been amended w.e.f. 1ffh
May, 2023. ^e Policy is available on the website of GSPL at https://gspcgroup.com/documents/pagecontent/DDPGSPL.pdf.
Keeping in view the various factors including the fund requirements for expansion of
projects and subsidiaries, Government of Gujarat Guidelines as mentioned in the Policy,
the Board of Directors of GSPL is pleased to recommend Dividend of Rs.5 (i.e. @ 50%) per
Equity Share of the face value of Rs.10 each for the Financial Year 2024 - 25 subject to
the approval of Shareholders in the ensuing Annual General Meeting. Rs.tte total cash
outflow on account of the proposed Dividend for the Financial Year 2024 - 25 would be
approx. Rs.282.11 Crores.
COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT
^e Board of Directors of the Company has, on 30th August 2024, approved a
Composite Scheme of Amalgamation and Arrangement (hereinafter referred to as "the
Composite Scheme") and pursuant to the Composite Scheme, the Company along with
Gujarat State Petroleum Corporation Limited ("GSPC"), GSPC Energy Limited
("GEL") shall merge into Gujarat Gas Limited ("GGL") and
simultaneously, Gas Transmission Business Undertaking / Demerged Undertaking shall demerge
into GSPL Transmission Limited ("GTL"). trough the Composite Scheme, the GSPC
Group aims to streamline the existing businesses of the entities involved in the Composite
Scheme, which are inter-linked or inter-connected, to enable focused growth strategies and
eliminate the layered structure to achieve the value unlocking for various stakeholders
(including the public at large).
As per the Composite Scheme, the appointed date for the merger of GSPC, GSPL and GEL
into GGL is 1" April, 2024 and the appointed date for the demerger of the Gas
Transmission Business Undertaking is 1" April, 2025. ^e effective date for the
Composite Scheme is the order of the Ministry of Corporate Affairs approving the Composite
Scheme and filing of certified copy of the Ministry of Corporate Affairs Rs. order with
the Registrar of Companies, Ministry of Corporate Affairs.
As the Equity Shares of GSPL and GGL are listed on NSE and BSE, the applications were
then filed with Stock Exchanges i.e. BSE and NSE in September, 2024 for obtaining
observation letter or no-objection letter from the Stock Exchanges in respect of the
Composite Scheme, pursuant to Regulation 37 and 39 of the SEBI LODR Regulations read with
SEBI Master Circular dated 20th June, 2023. ^e BSE and NSE have issued
observation letters dated 4th February 2025 and 5^ February, 2025 respectively,
granting no objection to the filing of the Composite Scheme with Ministry of Corporate
Affairs, New Delhi (MCA). Accordingly, the Composite Scheme was filed with MCA on 12th
February, 2025 for approval.
GAS GRID PROJECT
With an aim to promote natural gas access in the State and enable its broader adoption
and reduce reliance on traditional fuels, the State Government of Gujarat played a
pro-active role in envisaging the development of a State-wide Gas Grid on an Open Access
principle. Gujarat Government envisaged development of gas based economy which shall yield
energy security in eco-friendly and sustainable way.
In line with the Govt. Rs.s vision, GSPL Rs.s Statewide Gas Grid, one of its kind in
India, has been designed as per the highest international standards with inbuilt
flexibility to cater to varying loads and capabilities for bi-directional flows.
^e pipeline grid map of GSPL for Gujarat is enclosed herewith as Annexure - IX.
^e map showing the Cross-Country Natural Gas Transmission Pipelines being implemented
through special purpose vehicles is enclosed herewith as Annexure - X.
Projects Commissioned
During the year under review, your Company has successfully connected total 1 Source
Connectivity Chhara LNG connectivity in Gir Somanth distirict and 4 CGD connectivity in
Ahmedabad, Anand and Patan districts. 1 customer connectivity in Silvassa, Union Territory
of Dadra & Nagar Haveli Daman & Diu is completed.
^e grid operations account for approx 2795 Kms as on 31st March, 2025. Gas is flowing
from Mundra / Hazira / Dahej / Vapi to various industries and City Gas Distribution
("CGD") Networks located in various Districts of Gujarat including Surat,
Bharuch, Narmada, Baroda, Anand, Ahmedabad, Dahod, Gandhinagar, Sabarkantha, Panchamahal,
Patan, Bhavnagar, Mehsana, Banaskantha, Surendranagar, Botad, Rajkot, Morbi, Jamnagar,
Navsari, Kutch, Kheda, Valsad, Amreli, Gir & Somnath.
Projects Under Execution
Your Directors are pleased to inform that GSPL continues to develop additional Pipeline
infrastructure in the State of Gujarat. Your Company is currently implementing CGD
connectivity in Bhavnagar district and potential source connectivity viz., Jamnagar Dwarka
Pipeline project (98km) in Dwarka district, CGD connectivity Vantewad Rajpipla Pipeline
project (in Narmada district, customers connectivity viz., Bhayla connectivity project in
Ahmedabad (Rural) district. Your Company also received authorisation from PNGRB for
developing Anjar Palanpur pipeline project (290km) in Gujarat. Several customers in many
industrial regions across Gujarat, including Dahej SEZ are receiving gas through Company
Rs.s network with more getting connected on a regular basis.
WIND POWER PROJECT
Your Company being committed to promote clean and green energy has set up Wind Power
Project of 52.5 MW in the areas of Maliya Miyana, Rajkot and Gorsar & Adodar,
Porbandar. During the year, GSPL has sold 8,65,25,354 KWH of electricity generated through
Windmill.
FUTURE PLANS
As the Indian gas market continues to evolve, it is important that leading players like
GSPL undertake strategic initiatives to enhance infrastructure availability.
Accordingly, your Company is working on future expansion projects which include
development of networks connecting upcoming and existing sources as well as expansion of
network in to various geographies to cater to the requirement of expanding CGD networks.
OPERATION & MAINTENANCE ACTIVITIES
GSPL has transported 11,032 MMSCM of gas during the Financial Year 2024-25 (Previous
year: 11,159 MMSCM).
To safeguard pipeline assets and optimize utilization of the pipeline system, GSPL is
giving utmost importance to efficient operations and preventive maintenance.
SUBSIDIARY, ASSOCIATE &
JOINT VENTURE COMPANIES
Subsidiary Companies
Your Company has following three Subsidiary companies within the meaning of the Section
2(87) of the Companies Act, 2013:
1) GSPL India Gasnet Limited (GIGL) for development of Mehsana - Bhatinda and Bhatinda
- Gurdaspur Pipeline Projects.
2) GSPL India Transco Limited (GITL) for development of Mallavaram - Bhopal - Bhilwara
- Vijaipur Pipeline Project.
3) Gujarat Gas Limited (GGL) is India Rs.s largest city gas distribution player with
presence spread across 44 Districts in the State of Gujarat, Punjab, Rajasthan, Haryana,
Madhya Pradesh, Maharashtra and Union Territory of Dadra and Nagar Haveli.
Associate Company
As on 31st March, 2025, GSPL has one Associate Company viz. Sabarmati Gas
Limited.
To avoid duplication between the Boards Rs. Report and Management Discussion and
Analysis Report, the performance highlights/summary of the Subsidiary companies/Joint
Venture companies /Associate companies of GSPL is given in Management Discussion &
Analysis Report.
Accounts of Subsidiary, Associate & Joint Venture Companies: Pursuant to
notification dated 16th February, 2015 of Ministry of Corporate Affairs
notifying the Companies (Indian Accounting Standard) Rules, 2015, GSPL, its Associate,
Subsidiary and Joint Venture Companies have adopted Ind AS w.e.f. 1" April, 2016.
Consequently, though as per provision of Section 2 (87) (ii) of the Companies Act 2013,
GSPL India Gasnet Limited (GIGL) and GSPL India Transco Limited (GITL) fall within the
meaning
23
of Subsidiary Company, as per guidance of Indian Accounting Standards [Ind AS], GIGL
and GITL fall within the criteria of Joint Venture and accordingly they have been
considered as Joint Venture for the purpose of disclosures and compliances in relation to
the Financial Statements of GSPL for the Financial Year 2024 - 25.
Pursuant to provisions of Section 129 (3) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, a separate statement in prescribed Form AOC - 1
containing salient features of the financial statement of Subsidiary, Associate &
Joint Venture Companies is provided in the Annual Report. Further, the audited annual
accounts and related information of GIGL, GITL and GGL will be made available to any
Member upon request. ^e annual accounts of GIGL, GITL and GGL will also be available for
inspection by members in electronic mode. ^e same are also available on the website of
GSPL viz. www.gspcgronp.com.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Ind AS - 28 on Investment in Associates and Joint Ventures read
with Ind AS - 110 on Consolidated Financial Statements and Ind AS - 111 on Joint
Arrangement, the Audited Consolidated Financial Statements are provided in the Annual
Report.
HEALTH, SAFETY AND ENVIRONMENT
GSPL, in order to fulfil its commitment towards Health, Safety and Environment, has
taken active steps towards establishment of Safety Management Systems. Environment and
safety features have been integrated into design, construction and O&M local community
and the environment. ^e same is also being reflected in the QHSE policy of GSPL. It is
expanding and managing its operations in a manner which is safe and environmentally
sustainable.
For developing effectiveness of Safety Management Systems, training of all employees
across GSPL is ensured through various training programs. ^e same is being monitored
through internal audit teams and delegation of safety management up to the local level.
Contractors Rs. adherence to Company Rs.s QHSE policy is also assured through regular site
visits and external audits. Regular site visits ensure the enhancement of safety culture
which also facilitates safe commissioning of the new projects.
Your Company is re-certified to integrated Management Systems (ISO 9001:2015, ISO
14001:2015 & ISO 45001:2018) with validity till 9th November 2026. Effectiveness of
these certifications is being assured through planned audits of the system. Continuous
improvement is visible in various O&M
systems. Preventive Maintenance schedules are being adhered to with updating of
records. Further, Emergency Response and Disaster Management Plan (ERDMP) of GSPL was
reaccredited as per the requirement of ERDMP Regulations, 2010 and the amendment 2020
under PNGRB Act, 2006. ERDMP is being reviewed and updated regularly. All conditions of
Accreditation are being adhered to. Effectiveness of ERDMP is verified through regular
mock drills as per specified intervals as identified by respective work bases."
DEPOSITS
During the year, GSPL has not accepted Deposits from the public falling within the
ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS
Pursuant to Section 186 (11) of the Companies Act, 2013, loans made, guarantees given
or securities provided or investment made by a company providing infrastructure facilities
are exempted from compliance with Section 186 of the Companies Act, 2013 except sub
Section (1). Accordingly, your Company being engaged in the Gas Transportation business is
exempted from aforesaid compliance. However, the details of Loans, Guarantees, Securities
and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION
188 (1) OF THE COMPANIES ACT, 2013
All Related Party Transactions that were entered into during the Financial Year were on
an arm Rs.s length basis and were in the ordinary course of business.
Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the
transactions which are of a foreseeable and repetitive nature and further would be
executed on arm Rs.s length basis and in the ordinary course of business. Further, a
statement giving details of all Transactions executed with Related Parties is placed
before the Audit Committee on a quarterly basis for its approval/ ratification as the case
may be.
Policy on Materiality of Related Party Transactions and Dealing with Related Party
Transactions as approved by the Board is uploaded on GSPLs Website.
None of the Directors has any pecuniary relationships or transactions vis-a-vis GSPL.
particulars of contracts or arrangements with Related Parties referred to in Section
188 (1) of the Companies Act, 2013, as prescribed in Form AOC - 2 of the Companies
(Accounts) Rules, 2014 is enclosed as Annexure - III to this Report.
CORPORATE SOCIAL RESPONSIBILITY
GSPL has constituted a Corporate Social Responsibility (CSR) Committee in accordance
with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014. Pursuant to provisions of Section 135 of the Companies
Act, 2013, GSPL has also formulated a Corporate Social Responsibility Policy which is
available on the website of GSPL at https://gspcgronp.com/GSPT7csr.
Your Company being committed in fulfilling its Corporate Social Responsibility has been
engaged in various social initiatives through its intervention in the areas of education,
promoting healthcare/preventive healthcare, eradication of hunger, poverty &
malnutrition etc. in accordance with the Corporate Social Responsibility Policy of GSPL.
^e Annual Report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is enclosed herewith as Annexure - IV to this
Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial Year, Smt. Mamta Verma, IAS has ceased to be Director of GSPL
w.e.f. 1st August 2024, due to her transfer as Principal Secretary, Industries
and Mines Department, Govt. of Gujarat and on relinquishing the charge of the post of
Principal Secretary, Energy & Petrochemicals Department, Govt. of Gujarat. With effect
from 24* September 2024, Prof. Yogesh Singh and Dr. Bakul Dholakia have ceased to be
Independent Directors of GSPL, consequent to completion of their two terms as Independent
Directors. Shri Raj Kumar, IAS (Retd.) has ceased to be Chairman & Managing Director
of GSPL w.e.f. 31st January 2025, upon his superannuation as Chief Secretary, Govt. of
Gujarat.
Shri M. M. Srivastava, IAS (Retd.) ceased to be the Director of GSPL w.e.f. 12* August,
2025 due to nomination of Shri M. K. Das, IAS, in place of Shri M.M. Srivastava, IAS
(Retd.) by Gujarat State Petroleum Corporation Limited, Promoter of the Company.
Your Directors wish to place on record appreciation for the services rendered by Smt.
Mamta Verma, IAS as Director, Prof. Yogesh Singh and Dr. Bakul Dholakia as Independent
Directors of GSPL, Shri Raj Kumar, IAS (Retd.) as Chairman & Managing Director of GSPL
and Shri M. M. Srivastava, IAS (Retd.) as Director of GSPL.
Based on the recommendation of Nomination and Remuneration Committee, the Board vide
circular resolution on 1st July, 2024 has appointed Ms. Vanaja N Sarna, IRS (Retd.) as
Woman Independent Director w.e.f. 24* June, 2024.
Further, based on the recommendation of Nomination and Remuneration Committee, the
Board vide circular resolution on 24* September 2024 has appointed Prof. Rishikesha T
Krishnan as Independent Director w.e.f. 21st September, 2024.
^e Board at its meeting held on 7* February, 2025 has appointed Shri Pankaj Joshi, IAS
as Additional Director and also as Chairman & Managing Director w.e.f. 7* February,
2025. Further, the Board at its meeting held on 12* August, 2025 has appointed Shri M. K.
Das, IAS as Additional Director w.e.f. 12th August, 2025.
It is proposed to regularize the appointment of Prof. Rishikesha T Krishnan, Shri
Pankaj Joshi, IAS and Shri M. K. Das, IAS in the ensuing 27* Annual General Meeting.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Arti Kanwar,
IAS shall retire by rotation at the ensuing Annual General Meeting and being eligible,
offers herself for re-appointment as Director liable to retire by rotation. A brief resume
of the Directors retiring by rotation/seeking appointment/re-appointment at the ensuing
Annual General Meeting, nature of their expertise in specific functional areas and details
regarding the companies in which they hold directorship, membership/chairmanship of
committees of the Board is annexed to the Notice.
Directors Rs. Independence:
Pursuant to the provisions of Section 149 (6) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors of GSPL have given confirmation/ declaration to the Board that they meet with
the criteria of Independence and are Independent in terms of Section 149 (6) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. In the opinion of the Govt. of Gujarat and the Board of Directors, the
Independent Directors, fulfill the conditions of independence specified in Section 149 (6)
of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors have carried out annual performance evaluation of Chairman, Non-Independent
Directors and the Board as a whole. Further, the Board has carried out annual performance
evaluation of the Independent Directors and the evaluation of the working of the various
Committees of Directors of GSPL.
^e performance evaluation of individual Directors was carried out based on the various
parameters after taking into consideration inputs received from the Directors and also
parameters set out in the Policy for Evaluation of Performance of Directors, Committees
& Board such as active participation & contributions in the Meetings, balance of
knowledge, expertise and experience, safeguarding the interest of GSPL and its
Stakeholders etc. ^e performance evaluation of the Board as a
25
whole and various Committees of Directors of GSPL was carried out considering various
parameters such as adequacy of the composition of the Board and its Committees, discharge
of key functions and responsibilities prescribed under law, corporate governance practice
etc. and the overall performance assessment was discussed in detail by the Board members.
Meetings:
^e Board meets at regular intervals to discuss and decide on Company/ business policy
and strategy apart from other Board business. ^e Board/ Committee Meetings are
pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is
circulated to the Directors in advance to facilitate them to plan their schedule and to
ensure meaningful participation in the Meetings. However, in case of a special and urgent
business need, the approval is taken by passing resolutions through circulation to the
Directors, as permitted by law, which are noted in the subsequent Board/Committee
Meetings. During the year, six (6) Board Meetings were convened and held, the details of
which are given in the Corporate Governance Report. ^e intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
Audit Committee of Directors of GSPL at its Meeting held on 22nd May, 2025
approved the Annual Accounts for the Financial Year ended on 31st March, 2025
and recommended the same for approval of the Board.
AUDITORS
Statutory & C&AG Audit:
As your Company is a Government Company, the Statutory Auditors are appointed by the
Comptroller & Auditor General of India (C&AG). Accordingly, the C&AG has
appointed M/s B P Bang & Co., Chartered Accountants as Statutory Auditors of GSPL for
the Financial Year 2024 - 25.
^e C&AG has given NIL comments reports on the Standalone and Consolidated Financial
Statements of GSPL for the Financial Year 2024 - 25. ^e NIL comments reports have been
provided before the Standalone & Consolidated Financial Statements respectively.
Secretarial Auditors:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of GSPL has appointed M/s SPANJ & Associates, Practicing Company Secretaries, to
conduct the secretarial Audit of GSPL for the Financial Year 2024 - 25.
The Report of Secretarial Auditor on Company Rs.s Secretarial Audit for the Financial
Year 2024 - 25 is enclosed herewith as Annexure - V to this Report.
Secretarial Audit of Material Unlisted Indian Subsidiary:
For Financial Year 2024 - 25, GSPL India Gasnet Limited is the Material Unlisted
subsidiary of GSPL. As per Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Secretarial Audit of the Material subsidiary
mentioned above has been conducted for the Financial Year 2024-25 by Practicing Company
Secretaries.
^e Secretarial Audit Report of GSPL India Gasnet Limited for the Financial Year ended
31st March, 2025 is enclosed herewith as Annexure - VI to this Report.
Cost Auditors:
Your Company is required to get the Cost Audit carried out for "Gas
Transportation" business as well as "Generation of Electricity through
Windmill" business pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014. GSPL is maintaining the Cost Accounts and
Records as specified by the Central Government under sub section (1) of Section 148 of the
Companies, Act, 2013.
Accordingly, your Company has got the Cost Audit carried out for the said business for
the Financial Year 2024 - 25 through the Cost Auditor M/s R. K. Patel. ^e Cost Audit
Report 2024 - 25 will be submitted to the Central Government in the prescribed format
within stipulated time period.
Further, the Board upon the recommendation of the Audit Committee, appointed M/s R. K.
Patel, Cost Accountants as Cost Auditor to audit the cost accounts of GSPL for the
Financial Year 2025 - 26 on a remuneration of Rs. 49,999/- plus applicable taxes and
reimbursement of out of pocket expenses incurred by them during the course of Audit. As
required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is
required to be placed before the Members in a General Meeting for their ratification.
Accordingly, a Resolution seeking Member Rs.s ratification for the remuneration payable to
M/s R. K. Patel, Cost Auditors for the Financial Year 2025 - 2026 is included in the
Notice convening the Annual General Meeting.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
Risk Management:
Your Company has a well-defined risk management framework. ^e Board of Directors of
GSPL has adopted a Risk Management Policy.
Internal Control System:
Your Company has a proper and adequate system of Internal Controls commensurate with
its size of operations and nature of business. ^ese are routinely tested and certified by
Statutory as well as Internal Auditors. Significant audit observations and follow up
actions thereon are reported to the Audit Committee. ^e details about the identification
of elements of Risk and Internal Control Systems are provided in detail in the Management
Discussion & Analysis Report forming part of this Board Rs.s Report.
VIGIL MECHANISM
Your Company has established a Vigil Mechanism for Directors and Employees to report
their genuine concerns, details of which have been given in the Corporate Governance
Report forming part of this Board Rs.s Report.
DIRECTORS Rs. RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:
a. that in the preparation of the Annual Financial Statements for the year ended 31st
March, 2025, the applicable accounting standards have been followed and no material
departures have been made from the same;
b. that accounting policies have been selected and applied consistently and judgment
and estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2025 and of the profit &
loss of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. that the Annual Financial Statements have been prepared on a going concern basis;
e. that proper Internal Financial Controls were in place and that the financial
controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
MANAGEMENT DISUSSION AND ANALYSIS
^is Annual Report contains a separate Section (Annexure-I) on the Management
Discussion and Analysis, which forms part of this Board Rs.s Report.
CORPORATE GOVERNANCE
Corporate Governance denotes the framework for companies to conduct their business in
an ethical and responsible manner. It is determined primarily by the approach that a
Company has towards its stakeholders as well as to the environment in which it operates.
It stems from the belief and realization that corporate citizenship has a set of
responsibilities, which must be fulfilled for a Company to progress and succeed over the
long term.
GSPL believes that good governance alone can deliver continuous good business
performance. A Report on Corporate Governance as required under Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated as a
part of this Board Rs.s Report (Annexure - II). ^e Compliance Certificate by the
Practising Company Secretary is also attached to this Board Rs.s Report.
COMPLIANCE OF SECRETARIAL STANDARDS
Your Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2).
ANNUAL RETURN
draft Annual Return of GSPL for the Financial Year 2024 - 25 in the Form of MGT - 7 is
available on the website of GSPL at http://www.gspcgroup.com/GSPL/annu.al-retu.rns
PARTICULARS OF EMPLOYEES
Your Company being a Government Company is exempted from disclosing the information
required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
the employees of GSPL pursuant to Ministry of Corporate Affairs Notification dated 5 th
June, 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
Your Company has always believed that appropriate standard of conduct should be
maintained by the employees in their conduct and that there should be a safe,
in-discriminatory and harassment free (including sexual harassment) work environment for
every individual working in GSPL. Your Company has in place a Policy on Prevention of
Sexual Harassment at workplace as a part of its Human Resource Policy. It aims at
prevention of harassment of employees and lays down the guidelines for reporting and
prevention of sexual harassment. GSPL has constituted an Internal Complaints Committee
(ICC) as required under the Act which is responsible for redressal of complaints related
to sexual harassment.
^e details of complaints filed/disposed/pending in relation to the Sexual Harassment of
Woman at Workplace as on 31st March, 2025 is provided below:
Sr. |
Particulars |
No. of Complaints |
1 |
No. of Complaints received in the year |
0 |
2 |
No. of Complaints disposed during the year |
0 |
3 |
No. of Complaints Pending at the end of the year |
0 |
4 |
No. of Cases pending for more than Ninety days |
0 |
MATERNITY BENEFIT ACT, 1961
Company has Complied with the provisions related to the Maternity Benefit Act, 1961
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required to be disclosed pursuant to provisions of the Companies Act, 2013
read with Rules thereto with respect to Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings & Outgo are furnished in Annexure - VIII to this
Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Your Company has always given the highest importance to the environment, health and
safety. ^e same is also reflected in the business practices of the Company e.g. GSPL has
implemented practices towards preservation of natural resources, Green Gas emission
reduction, lowering costs, etc. over these years. GSPL is also conscious of its
responsibility towards its various stakeholders and is determined to increase its
contribution to the society to bring positive social impact.
Pursuant to amendment in the SEBI Listing Regulations, 2015, top 1,000 listed entities
based on market capitalisation are required to submit a Business Responsibility &
Sustainability Report ( Rs.BRSR Rs.) with effect from the FY 2022 - 23.
^e BRSR indicates the Company Rs.s performance against the principles of the
Rs.National Guidelines on Environmental, Social and Governance initiatives of the Company.
^e Business Responsibility & Sustainability Report in the prescribed format
describing the initiatives taken by GSPL from an environmental, social and governance
perspective among other things is enclosed as Annexure - VII to this Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF GSPL
PNGRB vide its tariff order dated 19.04.2024 has w.e.f. 1st May 2024,
revised GSPLs Gujarat High Pressure Gas Grid transportation tariff to Rs. 18.10/MMBTU from
earlier approved tariff of Rs. 34 / MMBTU (as determined in 2018). "tte Company has
filed appeal against the said tariff order before the appellate authority viz. APTEL,
since the said tariff order affects the right of GSPL as the Authorized Entity to recover
the capital expenditure and operational expenditure being incurred by GSPL and obtain the
stipulated reasonable rate of return thereto.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
Rs.ttere are no significant material orders passed by the Regulators / Courts which
would impact the going concern status of GSPL and its future operations during the year.
ACKNOWLEDGEMENTS
Directors appreciate the continued support received from the valued customers and look
forward to this mutually supportive relationship in future.
Directors place on record their deep appreciation to employees of GSPL at all levels
for their hard work, dedication and commitment without whose contribution the excellent
performance of GSPL would not have been possible.
Directors are extremely grateful for all the support given by the Government of Gujarat
at all levels. Rs.tteir guidance, encouragement and moral support have enabled GSPL to
expand the pipeline network in a professional manner.
Directors also wish to place on record the sincere thanks to PNGRB and other regulatory
authorities at Central and State level for the continuous support extended to GSPL.
Directors place on record their sincere thanks to the Promoters, Shareholders and
Lenders for their valuable support, trust and confidence reposed in GSPL.
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