S. No.

Name of the Director(s)

Category

Director Identification Number

1.

Shri Sandeep Kumar Gupta

Chairman and Managing Director

07570165

2.

Shri M. V. Iyer

Director (Business Development) & Additional Charge of Director (Marketing)

08198178

3.

Shri R. K. Jain

Director (Finance) & CFO

08788595

4.

Shri Deepak Gupta

Director (Projects)

09503339

5.

Shri Ayush Gupta

Director (HR)

09681775

Shri Navneet Mohan Kothari

Government Nominee Director

02651712

Shri Akhilesh Jain

Independent Director

07731983

Shri Sher Singh

Independent Director

09404758

Shri Sanjay Kashyap

Independent Director

09402360

Dr. Nandhagopal Narayanasamy

Independent Director

06535490

Smt. Kangabam Inaocha Devi

Independent Director

07812922

Prof. Dr. Ravikant Kolhe

Independent Director

09406892

S. No

Name of Committee(s)

Present Constitution (w.e.f. 01.09.2022)

Quorum

Scope

1.

Permanent Invitee:

Two or 1/3rd of the strength of the Committee, whichever is higher, provided at least two independent Directors are present.

Oversight of financial reporting process, recommending fixation of fees for auditors, approval of payment to auditors for payment of any other services rendered, reviewing annual and quarterly financial statements, reviewing performance of statutory / internal auditors and adequacy of internal control system, reviewing adequacy of internal audit function, discussion with internal auditors, reviewing findings of internal investigations, discussion with statutory auditors, reviewing whistle blower mechanism, approval or any subsequent modification of transactions of the company with related parties; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the company, wherever it is necessary; evaluation of internal financial controls and risk management systems.

To deal with all the aspects of ethics in the Company.

To review budgeted capex on quarterly basis.

Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments.

Role, responsibilities and powers of Audit Committee as per SEBI LODR Regulations, 2015; Companies Act, 2013; DPE guidelines as amended from time to time.

2.

1. Dr. Navneet Mohan Kothari - Chairperson
2. Director (Finance)
3. Dr. Nandhagopal Narayanasamy
4. Concerned Functional Director

To approve proposals of business development and marketing groups that fall within powers of Board like strategic planning, strategic alliance, joint ventures and acquisition/merger Globalization through business participation in a foreign country, Opening of offices abroad, bid application to PNGRB, consideration of new areas of business, issue related to Policy/ rules/regulations relating to marketing of natural gas, LPG, polymers, GAILTEL and other products and services, major modification(s)/ addition(s)/ deletion(s) in the Guidelines related to Sourcing, Shipping & Sales for LNG/RLNG-2016; subject to DPE guidelines.

To review mid term performance on MoU parameters.

3.

1.CMD -Chairperson
2. Director (HR)
3. Shri Akhilesh Jain
4. Shri Sanjay Kashyap

4.

CMD, Director (Finance) and concerned Director

5.

1.CMD – Chairperson
2. Director (Finance)
3. Director (Projects)
4. Director (Marketing)

6.

1.Prof. Dr. Ravikant Kolhe - Chairperson
3. Director (Finance)
3. Director (Projects)

7.

1. CMD-Chairperson
2. All the Functional Directors

Two or 1/3rd of the strength of the Committee, whichever is higher

Issues pertaining to rules and regulations relating to recruitment, promotions and condition of services of employees of the Company, social welfare schemes, incentives schemes and changes therein and amendment in CDA Rules, payment of gratuity and implementation of voluntary retirement scheme, subject to DPE guidelines.

To act as Appellate & Reviewing Authority of Executives of GAIL under GAIL Employees’ (Conduct, Disciplinary & Appellate) Rules, 1986.

Review of redressal of employee complaints.

Approve modalities and the period corresponding to the pandemic for booking the expenses incurred by the PRMS members for treatment of pandemic related ailments under revenue expenditure of the Company.

8.

1.Dr. Nandhagopal Narayanasamy - Chairperson

2. Dr. Navneet Mohan Kothari

3. Shri Sher Singh

Permanent Invitee:

Two or 1/3rd of the strength of the Committee, whichever is higher, provided one of the Independent Director is present

Deliberate and decide on PRP pool and policy of distribution of Performance Related Pay (PRP) to employees.

Examination of issues relating to pay and perks other than PRP prior to consideration by the Board.

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; Formulation of criteria for evaluation of Independent Directors and the Board; Devising a policy on Board diversity; 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.

Recommend to the board, all remuneration, in whatever form, payable to senior management

Role of Nomination and Remuneration Committee as per SEBI LODR Regulations, 2015; Companies Act, 2013; DPE guidelines as amended from time to time.

9.

1.CMD-Chairperson
2. Director (Finance)
3. Director (Projects)
4. Concerned Functional Director

Projects costing Rs.100 crores and more would require appraisal, subject to DPE guidelines.

10.

1.Shri Sher Singh - Chairperson
2. Director (Finance)
3. Director (Projects)
4. Smt. Kangabam Inoacha Devi
Permanent Invitee:
1. Chief Risk Officer
2. HOD - Corporate Strategy
3. HOD- Treasury
4. HOD- Corporate BIS

Two or 1/3rd of the strength of the Committee, whichever is higher

(1) To formulate a detailed risk management policy which shall include:
a. A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.

b. Measures for risk mitigation including systems and processes for internal control of identified risks.

c. Business continuity plan.

(2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

3) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

4) To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

5) To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.

Monitoring and reviewing the risk management plan, cyber security

Role of Risk Management Committee shall be as per SEBI LODR Regulations, 2015; Companies Act, 2013 and approved Risk Management Policy as amended from time to time.

The Risk Management Committee shall coordinate its activities with other committees, in instance where there is any overlap with activities of such committee, as per framework laid down by the Board of Directors

11.

Stakeholders’ Grievance Redressal Committee

1.Shri Sanjay Kashyap-  Chairperson
2. Director (Finance)
3. Director (HR)
4. Concerned Functional Director not involved w.r.t.
subject disputes, such as:
i)For Projects related dispute – Director (HR)
ii)For Marketing related dispute– Director (Projects)
iii)For HR related dispute – Director (Projects) and
iv)For BD related dispute – Director (Projects)

Two or 1/3rd of the strength of the Committee, whichever is higher

To recommend to the Board for the following:
a) Redressal of the grievance of all stakeholders.
b) Taking suitable decision on the disputes referred for amicable settlement.

12.

Stakeholders Relationship Committee

1. Smt. Kangabam Inoacha Devi -  Chairperson
2. Director (Projects)
3. Director (HR)

Two or 1/3rd of the strength of the Committee, whichever is higher

To specifically look into the various aspects of interest of shareholders, debenture holders and other security holders of the Company and matters relating to R&TA

To approve issuance of duplicate share certificate.

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

Review of measures taken for effective exercise of voting rights by shareholders.

Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company Role of Stakeholders Relationship Committee as per SEBI LODR Regulations, 2015; Companies Act, 2013 as amended from time to time.

13.

Sustainable Development Committee

1.CMD - Chairperson
2. Director (Projects)
3. Director (HR)

Invitee:
i. Dr. Nandhagopal Narayanasamy
ii. Shri Sanjay Kashyap
To review of Net Zero Ambition and Action Plan

Two or 1/3rd of the strength of the Committee, whichever is higher.

Formulating and monitoring of sustainable development plan and its execution.

Approval of Sustainability Report.

To review HSE performance and emergency preparedness.

2019-20

2020-21

2021-22

Domestic Gas

49.2

42.62

41.86

RLNG (incl. Spot)

35.4

37.66

44.69

Hi Sea Sales

11.66

8.92

9.69

Total Gas Marketing (MMSCMD)

96.26

89.2

96.24