Your Directors have pleasure in presenting the Ninth Annual Report together with the Audited Accounts of the Company for the year ended on 31st March 2014.

PERFORMANCE HIGHLIGHTS:
During the year under review, your Company has exhibited impressive performance in terms of Income and Profitability, which is summarized as under:

    (Rs. In Lacs)

Particulars	2013-14	2012-13
CNG sales	64878	56092
PNG sales	87338	74718
Transportation Income	259	256
Gas Connection Income	630	1173
Other Operating Income	464	533
Other Income	232	320
Total income	153801	133092
Less: Total Expenditure	146545	124364
Profit / ( Loss ) Before Exceptional Items & Tax	7255	8728
Add: Exceptional Items	-	-
Profit / ( Loss ) Before Tax	7255	8728
Less: Provision for Current Tax	1552	1729
Less: Provision for Deferred Tax	892	2167
Less : MAT credit reversal/ (entitlement )	37	(797)
Less: Short / (Excess) Provision written back	3	-
Profit / (Loss) After Tax	4771	5629

With a view to conserve the resources for future requirements, your Directors do not recommend any dividend for the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.:

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 and foreign exchange earnings and outgo

ANNEXURE “A” TO THE DIRECTORS’ REPORT

A.      CONSERVATION OF ENERGY

Disclosure of particulars with respect to conservation of energy are as under :

DISCLOSURE OF PARTICULARS WITH RESPECT TO

CONSERVATION OF ENERGY

TECHNOLOGY ABSORPTION:       

FOREIGN EXCHANGE EARNING AND OUTGO

Foreign Exchange outgo          :      Rs. 87.41 Lacs

PERSONNEL:

The Statement of Employees who are in receipt of remuneration in excess of limits specified by Section 217(2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 as amended from time to time during the year under review is appended as an Annexure B.

ANNEXURE “B” TO THE DIRECTORS’ REPORT

A. Information as per Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975
 

B.     Employed for the part of the financial year and were in receipt of remuneration for any part of the financial year at a rate which in aggregate was not less than                     Rs. 5,00,000/- per month - NIL.

C.     If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two per cent, of the Equity Shares of the Company - NIL

*           Remuneration as above includes salary, commission, contribution to provident and other funds and other perquisites etc.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Board of Directors of the Company hereby confirm that:

     (i)            In the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed;

   (ii)            The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit and cash flow of the Company for the year ended on that date;

     (iii)            Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

   (iv)            The annual accounts have been prepared on a going concern basis.

The Board has reviewed the Statutory Auditors’ Report on the Accounts. The observations and comments, appearing in the Auditors’ Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors

PROJECTS:

A) Ahmedabad:

During the year under review, your Company has continued to expand its network in Ahmedabad and has further laid steel and PE network to cater CNG fuel to vehicles and PNG to residential, industrial and commercial customers. At the end of the year your Company has 185 kms of Steel Pipelines, 906 kms of PE main pipelines & 3690 kms PE service pipelines. The Company operates 44 nos. of CNG stations which cater to approx. 1,30,000 no. of vehicles. Further by the end of the year, the Company has 190000 plus nos. of Residential customers, 1400 plus nos. of commercial customers & 675 plus nos. of Industrial customers.

Further, for the year 2014-15, your Company plans to set up additional infrastructure network to cater additional Residential customer base by another 30,000 customers, 250 commercial customers and 20 Industrial customers.

B) Vadodara:

During the year under review, your Company has 33 kms of Steel pipelines & 175 kms of PE pipelines in Vadodara. The Company operates 6 nos. of CNG stations which cater to approx. 20,000 no. of vehicles. Further by the end of the year, the Company has 82 nos. of Industrial customers.

C) Faridabad:

During the year under review, your Company has continued to expand its network in Faridabad and has further laid steel and PE network to cater to CNG fuel to vehicles and PNG to residential, industrial and commercial customers. At the end of the year your Company has 95 kms of Steel lines & 389 kms of PE lines. The Company operates 5 nos. of CNG stations. Further by the end of the year, the Company has 113 nos. of Industrial customers.

Further, for the year 2014-15, your Company plans to set up additional infrastructure network to cater additional Residential customer base by another 2600 customers, 40 commercial customers and 40 Industrial customers.

D) Khurja:

During the year under review, your Company has received the Authorization of Khurja City (U.P) from PNGRB and for year 2014-15, your Company has plans to install Steel pipelines of 29 Kms, PE pipelines of 23 Kms and Residential connection by 200 nos. of customers, 6 Commercial Customers and 13 Industrial Customers.

OPERATIONS:

As you are aware, sale of Gas to Ahmedabad & Vadodara have commenced in September, 2004. Your Company has also commenced operations in Faridabad in February 2009. There has been excellent response to the projects from all consumers. Your Company has achieved an increase of 1% in case of CNG quantity & 3% in case of PNG quantity. The Company had an average sale of 11.22 Lacs Standard Cubic Meters per Day (SCMD)
                                                                   (Lacs SCM)                     

Your Company has designed, developed, implemented and established its management system in conformance with the requirements of International Quality Management System (QMS) / Environment Management System (EMS) and Occupational Health & Safety Management System (OHSMS) and got accreditation of its management system from International Organization for Standardization (ISO) and obtained following certification:

 ISO9001:2008 (QMS)ISO14001:2004 (EMS)OHSAS18001:2007 (OHSASMS)

By achieving these three certificates, your Company is able to address the requirements of all its stakeholders i.e. customer requirements through ISO9001:2008, interest parties requirements through ISO14001:2004 and employee requirements through OHSAS18001:2007. Your Company has been able to validate certification during interim surveillance audit.

In addition Your Company has got Emergency Response & Disaster Management Plan (ERDMP) certified by PNGRB approved agency accredited as per codes of practices for ERDMP Regulation 2010. This restored our confidence not only in QMS/EMS/OSHAS processed but also our Emergency Response awareness, training and adequacy. 

SHARE CAPITAL:

As on 31st March, 2014, the Authorised Share Capital of the Company was                             Rs. 260,00,00,000/- consisting of 26,00,00,000 equity shares of Rs. 10/- each and paid up share capital of the Company was Rs. 256,74,20,400/- divided into 25,67,42,040 equity shares of Rs.10/- each.

During the year under review, there was no change in the Authorised and paid up share capital of the Company.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS:

Ø 

Retirement by rotation   

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh Adani, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment as a Director for your approval.

During the year under review, there was no change in Board of Directors of your Company.

As on date, Mr. Pranav Adani, Mr. Rajesh Adani and Mr. Rajeev Sharma are Directors of your Company.

Formation of various Committees:

As on date, the Board has established the following committees as per the provisions of the Companies Act, 2013:

 Audit CommitteeNomination and Remuneration CommitteeCorporate Social Responsibility Committee

Ø 

Audit Committee

:

The present members of the Audit Committee are Mr. Rajesh S. Adani, Mr. Pranav Adani and Mr. Rajeev Sharma.

The role and functions of the Audit Committee, in conformity with the requirements of Section 177 of the Companies Act, 2013 and the rules made thereunder, are as under:

a)            the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

b)           review and monitor the auditor’s independence and performance, and effectiveness of audit process;

c)            examination of the financial statement and the auditors’ report thereon;

d)           approval or any subsequent modification of transactions of the Company with related parties;

e)           scrutiny of inter-corporate loans and investments;

f)             valuation of undertakings or assets of the Company, wherever it is necessary;

g)           evaluation of internal financial controls and risk management systems;

h)           monitoring the end use of funds raised through public offers and related matters.

i)              To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.”

Ø 

Nomination and Remuneration Committee:

The Board of Directors of the Company has changed the nomenclature of the Remuneration Committee of the Company to “Nomination and Remuneration Committee”. The present members of the Nomination and Remuneration Committee are as under:

1. Mr. Pranav Adani

2. Mr. Rajesh Adani

3. Mr. Rajeev Sharma

The role and functions of the Nomination and Remuneration Committee, in conformity with the requirements of Section 178 of the Companies Act, 2013 and the rules made thereunder, are as under:

a)      Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b)     Formulation of criteria for evaluation of Independent Directors and the Board;

c)      Devising a policy on Board diversity;

d)      Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

e)     To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria.

f)      To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

Ø 

Corporate Social Responsibility Committee

The present members of the Corporate Social Responsibility Committee are Mr. Rajesh S. Adani, Mr. Pranav Adani and Mr. Rajeev Sharma.

The role and functions of the Corporate Social Responsibility Committee, in conformity with the requirements of Section 135 of the Companies Act, 2013 and the rules made thereunder, are as under:

a)      To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and rules made thereunder;

b)     To recommend the amount of expenditure to be incurred on the CSR activities.

c)      To monitor the implementation of framework of CSR Policy.

d)     To carry out any other function as mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties.”

STATUS OF THE COMPANY:

During the year under review, your Company continued to be wholly owned subsidiary of Adani Enterprises Limited, the flagship Company of the Adani Group.

STATUTORY AUDITORS

 The Statutory Auditors of the Company, M/s. Dharmesh Parikh and Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting

COST AUDITORS:

The Company has appointed M/s. N.D. Birla & Co., Practising Cost Accountant, to conduct audit of Cost records of petroleum products for the year ended   31st March 2014. The Cost Audit Report for the year 2012-13 was filed before the due date with the Central Government.

INSURANCE:

The Assets of your Company are adequately insured against various perils.

SOCIAL RESPONSIBILITY:

Your Company is contributing to the cause of reducing the pollution by providing eco-friendly fuel to the public transport, industries and Residential consumers. Your Company is also working towards supplying and uninterrupted, economic and environment friendly fuel to the customers and to reach as many consumers as possible. Your Company had sponsored a Blood Donation Camp of Indian Red Cross Society during the year and camps were arranged at various CNG Stations of your Company.

ACKNOWLEDGEMENT:

In consonance with established maxim that the Company is only as good as its people, Your Company has put together a team of highly qualified and experienced professionals. The success achieved by your Company and the progress made by it is due to all concerned with its affairs, including the Government of India, Government of Gujarat, Financial Institutions, Banks, all applicable Statutory Authorities, shareholders, directors, executives, officers and other employees of your Company. The management expresses gratitude to all for their co-operation especially to the employees for their dedicated services without which the good results would not have been possible