DETAILS OF THE SUB-COMMITTEES OF BOARD

S. No. Name of Committee(s) Constitution (w.e.f. 28.03.2026) Quorum Scope
1. Audit Committee 1. Sh. Ayush Gupta,
Director (HR) - Chairperson
2. Sh. Sanjay Kumar,
Director (Marketing)
3. Sh. Rajeev Kumar
Singhal, Director (BD)

Permanent Invitee(s):
(i) Sh. R.K. Jain,
Director (Finance)
(ii) Head of IA 		Two or 1/3rd of the strength of the Committee, whichever is higher
  • To deal with all the aspects of ethics in the Company.
  • To review budgeted capex on quarterly basis.
  • , responsibilities and powers of Audit Committee shall be as per SEBI LODR Regulations, 2015; Companies Act, 2013; DPE guidelines and other statutory requirements as amended from time to time. Present role/ scope as per extant statutory re quirements is enclosed as Annex-1.
2. Business Development & Marketing Committee 1. Sh. R.K. Jain, Director (Finance)- Chairperson
2. Sh. Sanjay Kumar, Director (Marketing)
3. Sh. Rajeev Kumar Singhal, Director (BD)
4. Shri Rohit Mathur, Govt Nominee Director 		Two or 1/3rd of the strength of the Committee, whichever is higher
  • To approve proposals that fall within powers of Board viz.:
    • i. Memorandum of Understanding (MoU) (excluding MoU between GAIL and MoP&NG); Summary of Understanding (SoU); Principle of Cooperation (PoC); Memorandum of Cooperation (MoC); Framework Agreement (FA); Heads of Agreement (HoA); or any other document(s) of similar nature which are:
      • a) binding in nature and/or having financial commitment; or
      • b) non-binding without financial commitment in new line of business with entities other than with Central Government/State Governments/ CPSEs/State PSEs/Government agencies/Autonomous bodies; or.
    • ii. Opening of offices abroad.
    • iii. Submission of Bid:
      • a) to PNGRB for pipeline etc.,
      • b) towards E&P blocks, Renewables and any other business segments.
    • iv. In-principle approval for diversification in new areas of business.
    • v. Pre-feasibility/Detailed Feasibility/ Financial Appraisal/Pre-project activity/Pilot projects/other related studies/activities upto Rs. 50 Crore in each case.
    • vi. Rules/Regulations/Guidelines relating to Natural Gas, LNG, Crude Oil, Petrochemicals, Hydro carbons, Hydrogen, Ammonia, Bio-fuels, GAILTEL and other products/by-product/co-product and services.
    • vii. Major modification(s)/addition(s)/ deletion(s) in the Guidelines related to Sourcing, Shipping & Sales for LNG/RLNG.
    • viii. Term Sheet for equity participation. Subject to DPE guidelines.
  • To recommend to the Board:
    • i. Capital Contribution (excluding subsequent capital contribution) including formation of Joint ventures/Associates/ Subsidiaries.
    • ii. Acquisition.
    • iii. Policy relating to Natural Gas, LNG, Crude Oil, Petrochemicals, Hydro carbons, Hydrogen, Ammonia, Bio-fuels, GAILTEL and other products/ by-product/co-product and services.
    • iv. Farm in and Farm out pertaining to E&P blocks.
    • v. Investment in existing E&P blocks either for additional Participating Interest or Investment on Field Development Plan including additional contribution.
    • vi. Divestment/dilution of equity stake in Joint Ventures/Associates/ Subsidiaries.
  • To review mid-term performance on MoU parameters.
3. Corporate Social Responsibility Committee (CSR) 1. Sh Deepak Gupta,
CMD - Chairperson
2. Sh. Ayush Gupta,
Director (HR)
3. Sh. Rajeev Kumar Singhal, Director (BD) 		Two or 1/3rd of the strength of the Committee, whichever is higher
  • Formulate and recommend to the Board, a Corporate Social Responsibility Policy, recommend the amount of expenditure to be incurred on the CSR activities, monitor CSR Policy of the company from time to time.
  • of CSR Committee shall be as per the Companies Act, 2013; DPE guidelines and other statutory requirements as amended from time to time
4. Empowered Contracts & Procurement Committee (ECPC) 1. Sh Deepak Gupta, CMD - Chairperson
2. All Functional Directors 		CMD, Director (Finance) and concerned Director
  • To approve Procurement cases.
5. Empowered Committee (Natural Gas, LNG & Petrochemicals) 1. Sh Deepak Gupta, CMD - Chairperson
2. Sh. R.K. Jain, Director (Finance)
3. Sh. Sanjay Kumar, Director (Marketing)
4. Sh. Rajeev Kumar Singhal, Director (BD) 		Two or 1/3rd of the strength of the Committee, whichever is higher
  • To approve:
    • (1) Import (other than procurement as per C&P Procedure) of Chemical, Specialty Chemicals, Petrochemicals and Hydrocarbons in line with guidelines, if any;
    • (2) Signing of Memorandum of Understanding (MoU)/Frame Work Agreement/Cooperation Agreement/ other similar agreements with LNG suppliers, agreeable to supply LNG on term basis to GAIL for jointly pursuing various gas sector opportunities in India/abroad;
    • (3) Sourcing of natural gas for the purpose of liquefaction on tolling basis;
    • (4) Transactions/matters as per guidelines related to inter-alia sourcing, shipping & sales for LNG/RLNG and as amended from time to time;
    • (5) LNG Transportation Optimization exercise:
      • a. Modifications, if required during the process in Transportation Optimization guidelines, volume, duration and source for Optimization;
      • b. Benchmark Savings for GAIL;
      • c. Initiating negotiations with the counterparties on price and term sheets;
    • LNG Transportation Optimization transaction along with final term sheets with counterparties selected through the RFP process.
6. Finance Committee 1. Sh. Sanjay Kumar,
Director (Finance) - Chairperson
2. Sh Ayush Gupta, Director (HR)
3. Sh. Rajeev Kumar Singhal, Director (BD)
Two or 1/3rd of the strength of the Committee, whichever is higher
  • finalize Hedging strategy and financial matter referred to the Committee. To review various options available with GAIL to leverage its financial strength for funding of various projects/schemes which are approved.
7. H.R. Committee
  1. Sh. Deepak Gupta, CMD-Chairperson
  2. All the Functional Directors
 Two or 1/3rd of the strength of the Committee, whichever is higher

(CMD/Functional Director, who are Disciplinary Authority or Appellate Authority in a disciplinary case; shall not form part of the quorum of such HR Committee. Accordingly, in all such disciplinary cases put up to HR Committee, Independent Director, if any, otherwise senior most Functional Director shall Chair the Committee)
  • 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. Nomination and Remuneration Committee 1. 1. Shri Rohit Mathur, Govt
Nominee Director - Chairperson
2. Sh. Deepak Gupta , CMD
3. Shri Kushagra Mittal, Govt
Nominee Director

Permanent Invitee(s):
(i) Sh R.K. Jain, Director (Finance)
(ii) Sh Ayush Gupta, Director (HR) 		Two or 1/3rd of the strength of the Committee, whichever is higher
  • 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.
  • For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
    • use the services of an external agencies, if required;
    • consider candidates from a wide range of backgrounds, having due regard to diversity; and
    • consider the time commitments of the candidates.
  • Formulation of criteria for evaluation of Independent Directors and the Board.
  • Devising a policy on diversity of Board of Directors.
  • 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.
  • Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
  • Recommend to the Board, all remuneration, in whatever form, payable to senior management.
  • Role of Nomination and Remuneration Committee shall be as per SEBI LODR Regulations, 2015; Companies Act, 2013; DPE guidelines and other statutory requirements as amended from time to time.
9. Project Committee 1. Sh. Deepak Gupta, CMD-Chairperson
2. Sh R.K. Jain, Director (Finance)
3. Sh. Rajeev Kumar Singhal, Director (BD)
4. Shri Kushagra Mittal, Govt Nominee Director
5. Concerned Functional Director 		Two or 1/3rd of the strength of the Committee, whichever is higher To approve-Projects exceeding Rs.100 crores and upto Rs. 250 crores including time and cost overrun, subject to DPE guidelines and Government Nominee Director is present in the meeting.

To recommend- Projects costing above Rs. 250 crore or more, subject to DPE guidelines.
10. Risk Management Committee 1. Sh R.K. Jain, Director (Finance)- Chairperson
2. Sh. Sanjay Kumar, Director (Marketing)
3. Sh. Rajeev Kumar Singhal, Director (BD)

Permanent Invitee(s):
(i) Chief Risk Officer
(ii) HOD- Corporate Strategy
(iii) HOD- Treasury
(iv) HOD- Corporate BIS
(v) ED (PC-O&M)
(vi) ED (O&M-CO)
(vii) ED (Marketing-Gas) 		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 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.
    • Measures for risk mitigation including systems and processes for internal control of identified risks.
    • 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.

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.

Role of Risk Management Committee shall be as per SEBI LODR Regulations, 2015; Companies Act, 2013, other statutory requirements and approved Risk Management Policy as amended from time to time.
11. Stakeholders' Grievance Redressal Committee 1. Sh R.K. Jain, Director (Finance)- Chairperson
2. Sh Ayush Gupta, Director (HR)
3. Sh. Sanjay Kumar, Director (Marketing)
4. Sh. Rajeev Kumar Singhal, Director (BD)

In case of dispute related to a Directorate, the concerned Director will not be member of the Committee, however, he will be an invitee to said agenda item(s). 		Two or 1/3rd of the strength of the Committee, whichever is higher To recommend to the Board for the following:
  • Redressal of the grievance of all stakeholders.
  • Taking suitable decision on the disputes referred for amicable settlement.
12. Stakeholders Relationship Committee 1. 1. Shri Rohit Mathur, Govt Nominee Director - Chairperson
2. Sh Ayush Gupta, Director (HR)
3. Sh. Rajeev Kumar Singhal, Director (BD) 		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 shall be as per SEBI LODR Regulations, 2015; Companies Act, 2013 and other statutory requirements as amended from time to time.
13. Sustainable Development Committee 1. Sh. Deepak Gupta, CMD - Chairperson
2. Sh Ayush Gupta, Director (HR)
3. Sh. Rajeev Kumar Singhal, Director (BD) 		Two or 1/3rd of the strength of the Committee, whichever is higher
  • Formulating and monitoring of sustainable development plan and its execution.
  • Approval/Modification of Sustainability Report and Sustainability Policy.
  • Review HSE performance and emergency preparedness.
  • Recommend Emergency Response and Disaster Management Plan.
  • Review of net zero ambition and action plan.

Role/Scope of the Audit Committee

As per the Companies Act, 2013, SEBI LODR Regulations, 2015, and DPE Guidelines

  1. oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
  2. *recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
  3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;
  4. reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
    • a)matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013;
    • b) changes, if any, in accounting policies and practices and reasons for the same;
    • c) major accounting entries involving estimates based on the exercise of judgment by management;
    • d) significant adjustments made in the financial statements arising out of audit findings;
    • e) compliance with listing and other legal requirements relating to financial statements;
    • f) disclosure of any related party transactions;
    • g) modified opinion(s) in the draft audit report;
  5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
  6. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement], and making appropriate recommendations to the board to take up steps in this matter;
  7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
  8. Approval or any subsequent modification of transactions of the listed entity with related parties;
  9. Scrutiny of inter-corporate loans and investments;
  10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
  11. Evaluation of internal financial controls and risk management systems;
  12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;*
  13. Reviewing the adequacy of internal audit function... including staffing, seniority, and frequency of internal audit;
  14. Discussion with internal auditors of any significant findings and follow up there on;
  15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity;
  16. Discussionn with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
  17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders, and creditors;
  18. To review the functioning of the whistle blower mechanism;
  19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;**
  20. Carrying out any other function as is mentioned in the terms of reference of the audit committee;
  21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of asset size;
  22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc.;
  23. Review management discussion and analysis of financial condition and results of operations;
  24. Review management letters / letters of internal control weaknesses issued by the statutory auditors;
  25. Review internal audit reports relating to internal control weaknesses;
  26. Review the appointment, removal and terms of remuneration of the chief internal auditor;
  27. Review statement of deviations (if any):
    1. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI LODR Regulations, 2015;
    2. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of SEBI LODR Regulations, 2015;
  28. Review the follow up action on the audit observations of the C&AG audit;
  29. Review the follow up action taken on the recommendations of Committee on Public Undertakings (COPU) of the Parliament;
  30. Provide an open avenue of communication between the independent auditor, internal auditor and the Board of Directors;
  31. Review with the independent auditor the co-ordination of audit efforts to assure completeness of coverage, reduction of redundant efforts, and the effective use of all audit resources;
  32. Consider and review the following with the independent auditor and the management:
    • The adequacy of internal controls including computerized information system controls and security, and
    • Related findings and recommendations of the independent auditor and internal auditor, together with the management responses.
  33. Consider and review the following with the management, internal auditor and the independent auditor:
    • Significant findings during the year, including the status of previous audit recommendations
    • Any difficulties encountered during audit work including any restrictions on the scope of activities or access to required information,
  34. Appointment of registered valuer for in respect of valuation as required to be made in respect of any property, stocks, shares, debentures, securities or goodwill or any other assets (herein referred to as the assets) or net worth of a company or its liabilities under the provision of the Companies Act, 2013;
  35. Review the financial statements, in particular, the investments made by the unlisted subsidiary.
  36. A related party transaction above rupees one crore, whether entered into individually or taken together with previous transactions during a financial year, to which the subsidiary of a listed entity is a party but the listed entity is not a party, shall require prior approval of the audit committee of the listed entity if the value of such transaction exceeds the lower of the following:
    1. Ten percent of the annual standalone turnover of the subsidiary as per the last audited financial statements of the subsidiary; or
    2. The threshold for material related party transactions of listed entity as specified in Schedule XII of SEBI LODR Regulations.

* As per provision of section 139(5) of the Companies Act, 2013 – in case of Government Company like GAIL, the Comptroller and Auditor-General of India is empowered to appoint auditor of companies.
** As per Article 86(d) of Articles of Association of the Company - The Director (Finance) shall be the Chief Finance Officer of the Company.

SEBI Circular - SEBI/HO/MIRSD/ CRADT/ CIR/P/ 2019/121 dated November 04, 2019

  • Credit Rating Agencies shall meet the Audit Committee of the rated entity, at least once in a year, to discuss issues including related party transactions, internal financial control and other material disclosures made by the management, which have a bearing on rating of the listed NCDs.

SEBI (Prohibition of Insider Trading) Regulations, 2015

  • Review compliance with the provisions of SEBI PIT Regulations, 2015 at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively.