Directors Report of Mahanagar Gas Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Thirtieth Annual Report along with the Audited Standalone and Consolidated Financial
Statements of the Company for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE

The Company’s financial performance (standalone and consolidated) for the year ended March 31, 2025 is summarised below:

(H in Crore)

Sr.	Particulars	Standalone
No.		As on	As on
		March 31, 2025	March 31, 2024
a.	Revenue from Operations	7,590	6,862
b.	Other Income	184	175
c.	Profit before Depreciation and Finance cost	1,694	2,019
d.	Depreciation and Amortization Expenses	306	274
e.	Finance cost	14	12
f.	Profit before Tax [c-d-e]	1,374	1,733
g.	Income Tax	329	444
h.	Profit after Tax [f-g]	1,045	1,289
i. Other Comprehensive Income		(2)	(4)
j.	Total Comprehensive Income [h i]	1,043	1,285
k.	Balance of Profit for earlier years	5,044	4,036
l.	Balance Available for appropriation (j k)	6,087	5,321
Appropriations:
m.	Dividend Paid
	Final - FY 2022-23	-	158
	Interim - FY 2023-24	-	119
	Final - FY 2023-24	178	-
	Interim - FY 2024-25	119	-
n.	Total Appropriations	296	277
o.	Balance of profit carried in Balance Sheet [l-n]	5,791	5,044
Earnings Per Share (Face value of H 10.00 each) - Basic and Diluted (H)		105.78	130.50

The key highlights of the Consolidated Financial Results are as follows:

Sr. Particulars No.		Consolidated
		As on March 31, 2025	As on March 31, 2024
a. Revenue from Operations		7,979		6,914
b. Other Income		167		175
c. Profit Before Tax		1,370		1,728
d. Profit After Tax		1,040		1,285
e. Total Comprehensive Income		1,038		1,281

STATE OF AFFAIRS OF THE COMPANY

Over the past three decades, your Company has made
remarkable progress in establishing city gas infrastructure across
India’s most densely populated metropolitan area. Developing
such infrastructure and ensuring efficient gas distribution in the
nation’s commercial capital necessitate robust safety protocols,
flawless project execution capabilities and dependable
operations. The Company has built strong core competencies
that not only support the city''s ongoing energy needs but also
position it to meet the growing demands of a rapidly expanding
urban landscape. With a vision to evolve into a diversified energy
enterprise, the Company has undertaken strategic initiatives
to both strengthen its core business and foray into emerging
sectors. These initiatives aim to unlock new revenue streams
and long-term growth. To realize this vision, the Company has
focused on targeted acquisitions, infrastructure development,
clean energy solutions and technological advancements.

Your Company has undertaken significant steps towards business
diversification by strategically investing in emerging energy
sectors. The acquisition of Unison Enviro Private Limited and entry
into the LNG retail segment through its joint venture Company
i.e. Mahanagar LNG Private Limited (‘MLPL’), underscore its
commitment to strengthening its presence across the natural
gas value chain and capitalizing on growth opportunities. As a
part of this initiative, MLPL commissioned its first LNG dispensing
station in Aurangabad during the year, with plans to expand
across key strategic locations in Maharashtra and other regions.
This development is well aligned with the Government’s policy
direction to transition heavy-duty commercial vehicles from
diesel to LNG, thereby supporting India’s broader net-zero
emission goals.

Last year, your Company made a strategic entry into India’s
rapidly growing electric mobility sector through an investment
in 3EV Industries Private Limited, a manufacturer of electric
three-wheelers catering to both cargo and passenger segments.
Recognizing the increasing demand for lithium-ion (Li-ion) cells
in the mobility sector, the absence of large-scale domestic
manufacturing and the need to support India’s transition to
electric vehicles, your Company further strengthened its position
by committing to invest in Li-ion cell production through a Joint
Venture with International Battery Company, Inc. A 1 GWh cell
manufacturing facility is planned to be established in Bengaluru
in two phases. The plant will be technology-agnostic and will
initially produce prismatic NMC cells, primarily for the two¬
wheeler market. In subsequent phases, the facility will scale up
to 5 GWh capacity, incorporating LFP and other chemistries to
meet evolving market demands.

Your Company is also advancing in setting up Compressed Biogas
(‘CBG’) plant and securing CBG sourcing from other producers,

aligning with the CBG blending mandate. This initiative will
enhance domestic biofuel production, promote sustainability and
reduce imports.

In line with its sustainability goals, your Company is actively
working towards meeting its captive energy requirements through
renewable sources. To this end, it is in the process of identifying
a suitable partner for the development of a solar power plant.
Beyond fulfilling its internal energy needs, the Company is
also exploring broader business opportunities in the rapidly
evolving renewable energy sector. These initiatives are aimed at
strengthening its long-term competitiveness, particularly in the
emerging green hydrogen space over the next 5 to 10 years. As
part of this strategy, the Company plans to establish a pilot green
hydrogen project to build operational experience and develop
practical use cases. This initiative will support future applications
such as hydrogen blending into the pipeline network and direct
dispensing into hydrogen-powered vehicles.

While actively expanding into new and emerging energy domains,
MGL remains firmly committed to its core business of city gas
distribution. The Company is pursuing strategic acquisitions and
partnerships to broaden its geographical presence and leverage
the growing demand for CNG. Looking ahead, MGL’s focused
investments in LNG, green hydrogen, electric mobility and
renewable energy are set to enhance its role in driving India’s
energy transition. These initiatives will not only support long¬
term growth but also reinforce the Company’s commitment to
sustainability and innovation.

DIVIDEND

Your Company takes pride in delivering consistent value to our
shareholders through regular dividend distributions. The Board
of Directors, at its meeting held on January 28, 2025, declared
an Interim Dividend of H 12/- per equity share of face value of H
10/- each for the financial year 2024-25, which was paid to the
members whose names appeared in the Register of Members/ List
of Beneficial Owners as on the record date i.e. February 3, 2025.

Further, your Directors have recommended the Final Dividend of H
18/- per share in its Board Meeting held on May 06, 2025, subject
to approval of shareholders at the 30^th Annual General Meeting.

The Company’s Dividend Distribution Policy is available on its
website and can be accessed at https://www.mahanaqarqas.
com:3000/_DividendDistributionPolicy_f4049de0be.pdf

TRANSFER TO RESERVES

During the year under review, no amount was transferred to any
of the reserves by the Company. The closing balance of the
Retained Earnings of the Company after appropriation for the
financial year 2024-25 was H 5,791 Crore.

MERGER OF WHOLLY OWNED SUBSIDIARY WITH
THE COMPANY

The Board of Directors of your Company at its meeting held
on October 24, 2024, had approved the composite Scheme of
Amalgamation of Company’s wholly owned subsidiary i.e. Unison
Enviro Private Limited (‘Transferor Company’) with the Company
(‘Transferee Company’) subject to various necessary approvals.
The appointed date of the amalgamation as per scheme was
February 1, 2024. The Company had filed Application/ First
Motion Petition before The Hon’ble National Company Law
Tribunal, Mumbai Bench (‘NCLT’), during the year and the same
was admitted by NCLT on December 6, 2024. Subsequently, the
Company has filed the Second Motion Petition before the NCLT
on March 27, 2025. Currently the Company is awaiting the final
hearing before the NCLT for approval of the proposed Merger.

The Transferor Company, being a wholly owned subsidiary,
was acquired to expand geographic presence and strengthen
the business. The proposed merger will streamline operations,
reduce costs and enhance capital utilization, improving market
reach and competitiveness, while maximizing shareholder value
and reducing regulatory burdens. Since the Transferor Company
is a wholly owned subsidiary, no new equity shares will be
issued and the entire share capital of the Transferor Company
shall be cancelled and extinguished. The Scheme is available
on the website of the Company at https://www.mahanaqarqas.
com:3000/Scheme%20of%20Merger_MGL%20and%20
UEPL.PDF

SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31 2025, your Company had two subsidiaries i.e.
Unison Enviro Private Limited and Mahanagar LNG Private
Limited and two Associates i.e. International Battery Company
India Private Limited and 3EV Industries Private Limited.

The Company has strengthened its strategic portfolio by
investing in 3EV Industries Private Limited, thereby attaining
its shareholding to 24.54% and resulting its classification as
an Associate Company. Additionally, the Company acquired a
44% equity stake in International Battery Company India Private
Limited, which also become an Associate Company.

Pursuant to the provisions of Section 129 of the Companies Act,
2013 (‘the Act’) read with rules framed thereunder, Regulation
33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 (‘Listing Regulations’) and applicable Indian
Accounting Standards, the Consolidated Audited Financial
Statements forms part of this Annual Report. A separate statement
containing the salient features of the financial statements of

subsidiary and associate companies in Form AOC-1 has been
attached as Annexure 1 to this Report.

In accordance with Section 136 of the Act, the financial statements
of the subsidiary and associate companies shall be kept available
for inspection by any shareholder during working hours at the
registered office of the Company as well as at the respective
registered offices of the subsidiary and associate companies.
Further, the Audited Standalone and Consolidated Financial
Statements of your Company alongwith other related information
and audited financial statements of each of its subsidiary
companies are made available on website of the Company at
https://www.mahanaqarqas.com/MGL-corporate/investors

Your Company has formulated a policy for determining Material
Subsidiaries. The policy is available on your Company’s website at
https://www.mahanaqarqas.com:3000/Policy%20on%20
determininq%20Material%20Subsidiary_MGL_06.05.2025.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5) of the Act, your Directors
hereby confirm that for the financial year ended March 31, 2025:

a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no
material departures;

b) They have selected such 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 your Company as at the end
of the financial year and of the profits of your Company
for that period;

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

d) They have prepared the annual accounts on a ‘going
concern’ basis;

e) They have laid down internal financial controls to be
followed by the Company which are adequate and are
operating effectively;

f) They have devised proper systems to ensure compliance
with the provisions of all applicable laws and such systems
are adequate and are operating effectively.

RISK MANAGEMENT

MGL acknowledges the critical importance of proactively
identifying and managing risks to ensure its long-term
profitability and sustainability. The Risk Management Committee
is entrusted with overseeing the effectiveness of the Company’s
risk management framework, processes and systems.

Ethical leadership and robust human capital form the foundation
of MGL’s Risk Management philosophy, fostering entrepreneurial
agility, a strong corporate reputation and effective governance.

As part of Enterprise Risk Management policy, a comprehensive
risk assessment has been carried out to identify potential
risks and evaluate their potential impact on our business. The
identified risks span across various categories, including but not
limited to Strategic risks, Operational risks, Financial risks and
Compliance risks.

The Board Committee has acknowledged the increasing risks
associated with data protection and the growing threat landscape
in cyber security, which are among the foremost concerns for
organizations today. MGL has initiated several measures to
strengthen its data protection and cyber security framework
in alignment with the provisions of the Digital Personal Data
Protection Act, 2023.

INTERNAL FINANCIAL CONTROLS AND ITS
ADEQUACY

Your Company places a strong emphasis on maintaining
effective Internal Financial Controls over financial reporting to
ensure the accuracy and integrity of its financial statements.
Your Company has designed and implemented a comprehensive
Internal Financial Controls system over financial reporting. This
system ensures that all transactions are authorized, recorded
and reported accurately and in a timely manner. The Internal
Financial Controls system provides reasonable assurance over
the integrity and reliability of the Company''s financial statements.
This assurance is crucial for stakeholders in evaluating the
Company''s financial performance and position.

A robust mechanism is in place for periodic review of Risk
Assessment and Control Matrix and testing of controls for both
design and operating effectiveness. This testing is conducted
twice a year to ensure that controls are not only appropriately
designed but also functioning effectively in practice. The
results of these tests are reported to the Audit Committee. This
ensures transparency and accountability in the evaluation of
the Company''s internal controls and provides oversight by a key
governance body.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory, cost
and secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting by the
statutory auditors and the reviews performed by management
and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company’s
internal financial controls were adequate and effective during
the financial year 2024-25.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company prioritizes the establishment of a robust vigil
mechanism to ensure adherence to the MGL''s Code of Conduct
and related policies. Your Company has a Whistle Blower Policy
for directors, employees and other stakeholders. This Policy
allows individuals to report unethical practices and irregularities
without fear of reprisal. The Whistle Blower Policy is periodically
reviewed and revised, if necessary to align with regulatory
requirements and changing workplace needs. This ensures that
the Policy remains effective and relevant over time. No person is
denied access to the Chairman of the Audit Committee, ensuring
that individuals have a direct channel to report concerns
or grievances.

The Vigil Mechanism fosters a culture of trust and transparency
among all stakeholders, encouraging open communication and
accountability. The Whistle Blower Policy provides adequate
protection to those who report unethical practices and
irregularities. This protection is crucial in encouraging individuals
to come forward with concerns without fear of retaliation. All
reported incidents are investigated and suitable action is taken
in line with the Whistle Blower Policy. This ensures that reported
concerns are addressed effectively and responsibly. The Whistle
Blower Policy has been appropriately communicated within the
Company and is available on the Company''s website at https://
www.mahanagargas.com:3000/_whistle-blower-and-vigil-
mechanism_80f19ef31b.pdf. This ensures that all stakeholders
are aware of the Policy and know how to access it for reference
or reporting purposes.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the Corporate Social Responsibility
(‘CSR’) Committee in accordance with Section 135 of the Act read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014. Pursuant to the provisions of Section 135 of the
Act, the Company has also formulated a CSR Policy which is
also available on the website of the Company at https://www.
mahanaqarqas.com:3000/_MGL-CSR_Policy_952a5a4889.pdf

The Annual Report on CSR activities as required under Companies
(Corporate Social Responsibility Policy) Rules, 2014 is enclosed
herewith as Annexure 2 to this report.

DISCLOSURES PURSUANT TO THE SEXUAL
HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

In the commitment to fostering a workplace environment rooted
in respect, inclusivity and safety, your Company places utmost
priority on eliminating all forms of harassment, including sexual
harassment. Your Company is of the firm belief that every
employee has the right to work in an environment free from
any form of intimidation, coercion, or discrimination. As such,
your Company has in place a Policy on Prevention of Sexual
Harassment of Women at Workplace which is in line with
requirements of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’).
Robust mechanisms have been implemented to prevent and
address instances of sexual harassment. These Policies are
regularly communicated to all employees and are rigorously
enforced. Additionally, your Company conducts comprehensive
training and awareness programs to ensure that all staff
members are well-informed of their rights and responsibilities
and the procedures for reporting any such incidents.

Your Company has duly constituted an Internal Complaints
Committee in accordance with the provisions of the POSH Act.
Your Company is committed to maintaining strict confidentiality
in handling complaints and provides multiple channels for
reporting, thereby ensuring that every individual feels safe and
empowered to raise concerns without fear of retaliation. By
upholding these standards, your Company remains dedicated in
cultivating a workplace culture where every individual is valued,
respected and supported.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment, Re-Appointment and Cessation of Directors:

The details of appointment, re-appointment and cessation of Directors of the Company, during the year under review, are given
in the table as hereunder:

Name of the Director	Date of Appointment / Re¬ appointment / Cessation	Details of Appointment / Re-appointment / Cessation
Dr. P. Anbalagan (DIN: 05117747)	January 28, 2025	Appointed as Non-Executive, Non-Independent Nominee Director of the Company
Dr. Harshadeep Kamble (DIN: 07183938)	January 06, 2025	Ceased to be Director of the Company due to change in his assignment by the Government of Maharashtra
Mr. Syed S. Hussain (DIN: 00209117)	NA	Continuation as an Independent Director of the Company upon attaining the age of seventy-five years, till September 08, 2025
Mrs. Malvika Sinha (DIN: 08373142)	August 24, 2024	Re-appointed as an Independent Director of the Company for the second term of three consecutive years.
Mr. Harish Kumar Agarwal (DIN: 00074950)	August 24, 2024	Appointed as an Independent Director of the Company for a period of three consecutive years.
Mr. Mahesh Kumar Gupta (DIN: 08021365)	August 24, 2024	Appointed as an Independent Director of the Company for a period of three consecutive years.
Mr. Venkatraman Srinivasan (DIN: 00246012)	August 23, 2024	Ceased to be Independent Director of the Company upon completion of the term.
Mr. Rajeev Bhaskar Sahi (DIN: 06662067)	August 23, 2024	Ceased to be Independent Director of the Company upon completion of the term.

The Board places on record its appreciation for the
valuable services rendered by Dr. Harshadeep Kamble,
Mr. Venkatraman Srinivasan and Mr. Rajeev Bhaskar Sahi
during their tenure as Directors of the Company. The
Company has immensely benefitted from their contribution,
guidance and leadership.

The Company has received declarations from all its
Independent Directors confirming that they meet the criteria
of independence as prescribed under provisions of Section
149 of the Act and Regulation 16(1)(b) of Listing Regulations.

The appointment / re-appointment of the Directors
mentioned above was recommended by the Nomination
and Remuneration Committee of the Board and was
approved by the shareholders through Postal Ballot.

B. Key Managerial Personnel other than Directors:

During the year under review, there was no change in the
Key Managerial Personnel (‘KMP’) of the Company.

Pursuant to Section 203 of the Act, Mr. Ashu Shinghal,
Managing Director, Mr. Sanjay Shende, Deputy Managing
Director, Mr. Rajesh D. Patel, Chief Financial Officer and Mr.
Atul Prabhu, Company Secretary and Compliance Officer
are the KMP of the Company as on March 31, 2025.

COMMITTEES OF BOARD

The details of various committees constituted by the Board,
including the committees mandated pursuant to the applicable
provisions of the Act and Listing Regulations, are given in
the Corporate Governance Report, which forms part of this
Annual Report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board met eight times. The
details of board meetings and the attendance of the Directors
are provided in the Corporate Governance Report, which forms
part of this Annual Report.

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors of the Company met on March 13,
2025, without the presence of Non-Independent Directors and
members of the management. At this meeting, they reviewed the
performance of the Board as a whole, Chairman of the Board and
the Non-Independent Directors, taking into account the views of
the all other Directors. The Independent Directors also assessed
the quality, quantity and timeliness of information flow between

the management and the Board, which is essential for the Board
to effectively discharge its duties and responsibilities.

ANNUAL EVALUATION OF THE PERFORMANCE OF
THE BOARD, ITS COMMITTEES, CHAIRMAN AND OF
INDIVIDUAL DIRECTORS

The Board has adopted a formal mechanism for evaluating its
own performance, as well as that of its Committees and Individual
Directors, including the Chairman. The evaluation was conducted
through a structured process, covering various aspects of the
Boards’ functioning, such as composition of the Board and its
Committees, diversity of experience and competencies and
overall effectiveness in discharging responsibilities.

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Act and the Listing Regulations,
the Company has formulated a Policy on Nomination and
Remuneration of Directors, KMP, Senior Management and
other employees of the Company. The Policy serves as a
guiding framework for, inter-alia, determining qualifications,
positive attributes and independence of a Directors, as
well as matters relating to their remuneration, appointment,
re-appointment and removal and performance evaluation of
the Directors, KMP, Senior Management and other employees.
The Policy is available on the website of the Company at
https://www.mahanaqarqas.com:3000/_MGL-Nomination_and_
Remuneration_Policy_329e2e5b7e.pdf

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
Reg. No. 117366W/W-00018) was appointed as the Statutory
Auditors of the Company to hold office for a period of 5 years
from the conclusion of the 27^th Annual General Meeting held on
August 24, 2022 till the conclusion of the 32^nd Annual General
Meeting of the Company.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
Reg. No. 117366W/W-00018) conducted the Statutory Audit of your
Company for the financial year 2024-25. The Auditors’ Reports
on the Standalone and Consolidated Financial Statements for the
said financial year contains an unmodified opinion and form part
of the Financial Statements included in this Annual Report. The
Statutory Auditors have not made any qualification, reservation,
adverse remark or disclaimer in their Report for the year under
review. The Notes to the financial statements, as referred to in
the Auditors’ Reports, are self-explanatory and do not call for any
further comments.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company
had appointed M/s. Mayekar & Associates, Company Secretaries
to conduct the Secretarial Audit of the Company for the financial
year 2024-25. The Secretarial Audit Report for the financial year
under review, issued by M/s. Mayekar & Associates in Form MR-3
is enclosed herewith as Annexure 3 to this report.

The Secretarial Audit Report is self-explanatory in nature
and does not contain any qualification, reservation, adverse
remark or disclaimer.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company
is required to maintain cost records and conduct a Cost Audit.
Accordingly, the Board of Directors, on the recommendation
of the Audit Committee, had appointed M/s. ABK & Associates,
Cost Accountants, as the Cost Auditors of the Company for the
financial year 2024-25 to audit the cost records.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with Regulation 24A of the Listing Regulations, the
Company has undertaken an audit for the financial year 2024¬
25 to verify compliance with all applicable SEBI Regulations
and Circulars / Guidelines issued thereunder. The Annual
Secretarial Compliance Report issued by M/s. Mayekar &
Associates, Company Secretaries has been duly submitted to
the Stock Exchanges.

PARTICULARS OF LOANS, ADVANCES, GUARANTEES
AND INVESTMENTS

Loans, guarantees and investments covered under Section 186
of the Act form part of the Notes to the financial statements
provided in this Integrated Annual Report (Please refer Notes 5, 9
and 31.3 to the Standalone Financial Statements).

RELATED PARTY TRANSACTIONS

During the year under review, all Related Party Transactions were
entered at arm’s length and in the ordinary course of business of
the Company. The Audit Committee accords prior approval for all
the Related Party Transactions and prior approval of shareholders
is obtained for all Material Related Party Transactions to be
entered into by the Company, as required.

Details of Related Party Transactions entered into by the
Company during the year under review are disclosed in the Notes

to the Standalone Financial Statements. Further, all Material
Related Party Transactions as per Section 188(1) of the Act and as
required under Section 134(3)(h) of the Act are provided in Form
AOC-2 annexed to this report as Annexure 4. Your Company
has adopted a Board approved Related Party Transactions
Policy and is uploaded on the Company’s website at the web
link https://www.mahanaqarqas.com:3000/_MGL_Policy_on_
Related_Party_Transactions_7e65246e63.pdf

DISCLOSURE REGARDING REMUNERATION TO
DIRECTORS AND EMPLOYEES

The statement of Disclosure of Remuneration under Section 197
of the Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’),
is appended as Annexure 5 to the Report. The information as
per Rule 5 of the Rules, forms part of this Report. A statement
containing the names of top ten employees, in terms of their
remuneration, in terms of Rule 5(2) of said Rules forms an integral
part of this report. The said statement is not being sent along with
this annual report to the members of the Company.

In terms of Section 136 of the Act, members who are interested in
obtaining these particulars may write to the Company Secretary
at the registered office of the Company and the same will be
furnished on request.

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

The Company consistently undertakes conscious efforts
to conserve energy across all its operations, reinforcing its
commitment to sustainability and environmental responsibility.
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
enclosed as Annexure 6 to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Listing
Regulations, the Management’s Discussion and Analysis Report
is set out in this Integrated Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with Regulation 34 of the Listing Regulations,
the Business Responsibility & Sustainability Report (‘BRSR’)
describes the performance of the Company on environmental,

ACKNOWLEDGEMENT

We take this opportunity to place on record our appreciation to
the Ministry of Petroleum & Natural Gas, Government of India,
Petroleum & Natural Gas Regulatory Board, Government of
Maharashtra, Maharashtra State Road Development Corporation
Limited, Municipal Corporations of Greater Mumbai, Navi Mumbai,
Thane, Mira-Bhayander, Kalyan-Dombivali, Raigad, Panvel, other
State and Central Government Authorities, Mumbai Metropolitan
Regional Development Authority, Maharashtra Industrial
Development Corporation, Police and Fire Brigade authorities, all
our customers, members, investors, vendors, suppliers, business

social and governance aspects. BRSR for the financial year
2024-25 is annexed to this Annual Report.

CORPORATE GOVERNANCE

The Company’s Corporate Governance practices are a true
reflection of its core values, encompassing its culture, policies
and stakeholder relationships. Integrity and transparency
form the cornerstone of our governance framework, fostering
continued trust and confidence among stakeholders. The
Company remains committed to maximizing shareholder value
in a legal, ethical and sustainable manner. Our disclosures
adhere to the highest standards of corporate governance, with a
steadfast focus on enhancing long-term shareholder value while
safeguarding the interests and rights of minority shareholders in
all business decisions.

The Corporate Governance Report for the financial year 2024¬
25 forms an integral part of this Integrated Annual Report.

M/s. Akansha Rathi & Associates, Practicing Company Secretaries,
have issued a certificate dated June 3, 2025 confirming that
the Company is compliant with the conditions stipulated in the
Chapter IV of the Listing Regulations.

STATEMENT REGARDING OPINION OF THE BOARD
WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE

The Board confirms that Independent Directors appointed during
the year possess integrity, expertise and experience.

COMPLIANCE MANAGEMENT

The Company has adopted a compliance management tool viz.
Compliance Insights, which provides system-driven alerts to the
respective owners for complying with the applicable laws and
regulations. Certificates capturing the compliance status of all
laws and regulations applicable to the Company are generated
at the end of each quarter and submitted to the Board of Directors.

ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3) of the Act
read with rules framed thereunder, the copy of annual return
is available on the website of the Company i.e. https://www.
mahanaqargas.com

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards,
with respect to Meetings of the Board of Directors (SS-1) and

General Meetings (SS-2) issued by the Institute of Company
Secretaries of India.

CODE OF CONDUCT

Pursuant to the requirements of Listing Regulations, the Company
has laid down a Code of Conduct for all Board Members,
Senior Management Personnel and its employees to ensure
the avoidance of conflicts of interest. The Board Members and
Senior Management Personnel have affirmed compliance with
the Code of Conduct applicable to them during the year ended
March 31, 2025.

The Codes are available on the website of the Company.
The Codes have been circulated to the Directors and Senior
Management Personnel and annual compliance with the same
is affirmed by them.

OTHER DISCLOSURES

During the year under review:

• Your Company did not accept deposits as covered under
Chapter V of the Act.

• There was no issuance of any shares with differential
rights as to dividend, voting or otherwise or issuance of
Sweat Equity Shares to employees of your Company
under any scheme;

• No fraud has been reported by the Auditors to the Audit
Committee or the Board under Section 143(12) of the Act.

• As per records, no order or direction was passed by any
court or tribunal or regulatory authority either affecting
Company’s status as a going concern or which significantly
affected Company’s business operations.

• There were no material changes and commitments affecting
the financial position of the Company between the end of
the financial year and date of this report.

• There has been no change in the share capital structure
of the Company.

• There has been no change in the nature of the business
of the Company.

• No proceedings are pending against the Company under
the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any
Bank or Financial Institution.

• Your Company does not engage in commodity
hedging activities.

associates, bankers and financial institutions, media and stock
exchanges for their continuous co-operation and support.

We are grateful for guidance and support received from Statutory
Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors
of the Company.

We acknowledge the patronage of the GAIL (India) Limited and
the Government of Maharashtra for their support and above all,
we place on record our sincere appreciation for the hard-work,
solidarity and contribution of each and every employee of the
Company in driving the growth of the Company.

For and on behalf of the Board of Directors
Mahanagar Gas Limited

Ashu Shinghal Sanjay Shende

Place : Mumbai Managing Director Deputy Managing Director

Date : June 03, 2025 (DIN: 08268176) (DIN: 09172642)

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Mar 31, 2024

Your Company’s Directors have pleasure in presenting the Twenty-Ninth Annual Report along with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024 and the Auditors’ Report.

FINANCIAL RESULTS

During FY 2023-24, the turnover on a standalone basis was H 6,862 Cr. vis a-vis H 6,921 Cr. in FY 2022-23. The Profit after Tax (PAT) was H 1,289 Cr. for FY 2023-24 as compared to H 790 Cr. in FY 2022-23. The Company’s financial results for the financial year ended March 31, 2024 are depicted below:

Sr.	Particulars	Standalone		Consolidated
No.		As on	As on	As on
		March 31, 2024 March 31, 2023		March 31, 2024
a.	Revenue from operations	6,862	6,921	6,914
b.	Other Income	175	112	175
c.	Profit before Depreciation and Finance cost	2,019	1,296	2,019
d.	Depreciation and Amortization Expenses	274	231	284
e.	Finance cost	12	9	13
f.	Profit before Tax (PBT) [c-d-e]	1,733	1,056	1,722
g.	Income Tax	444	266	445
h.	Profit after Tax (PAT) [f-g]	1,289	790	1,276
i. Other Comprehensive Income		(4)	(1)	(4)
j. Total Comprehensive Income [h i]		1,285	789	1,273
k.	Balance of Profit for earlier years	4,036	3,499	4,035
l.	Balance Available for appropriation (j k)	5,321	4,288	5,308
Appropriations:
m.	Dividend Paid
	Final - FY 2021-22	-	153	-
	Interim - FY 2022-23	-	99	-
	Final - FY 2022-23	158	-	158
	Interim - FY 2023-24	119	-	119
n.	Total Appropriations (m n)	277	252	277
o.	Balance of profit carried in Balance Sheet [l-o]	5,044	4,036	5,031
Earning Per Share (Face value of H 10.00 each) - Basic and Diluted (H)		130.50	79.98	129.21

TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company. The closing balance of the Retained Earnings of the Company after appropriation for the financial year 2023-24 was H 5,044 Cr.

CHANGES IN SHARE CAPITAL

During the year under review, there was no change in share capital structure of the Company.

DIVIDEND

Your Company is consistently distributing dividends to the Shareholders. The Board of Directors at their meeting held on January 23, 2024, declared Interim Dividend for the financial year 2023-24 of H 12/- per equity share of face value of H 10/-each and was paid to those members whose names appeared in the Register of Members/ List of Beneficial Owners as on the record date i.e. February 5, 2024.

Further, your Directors recommended the Final Dividend of H 18/-per share in its Board Meeting held on May 09, 2024, subject to approval of shareholders at the 29^th Annual General Meeting.

The Company’s Dividend Distribution Policy is available on the Company’s website at https://www.mahanaaaraas.com/ MGL-corporate/investors/dividend/dividend-policy

STATE OF COMPANY’S AFFAIRS

The Financial Year 2023-24 was one of the phenomenal year in terms of strategic investment as your Company has grown inorganically and has spread its wings by entering into new GAs and business of LNG through acquisition and joint venture. Your Company has achieved new heights in its business growth. Your Company has successfully acquired 100% equity share capital of Unison Enviro Private Limited (UEPL). UEPL has been authorized by PNGRB to implement the City Gas Distribution (CGD) network in the Geographical Areas (GAs) of Ratnagiri, Latur & Osmanabad in the state of Maharashtra and Chitradurga & Davanagere in the State of Karnataka. Further, your Company has also incorporated a Joint Venture Company with Baidyanath LNG Private Limited, i.e. Mahanagar LNG Private Limited to carry out business of Liquefied Natural Gas (LNG) in India. Further, your Company has established its footprint in EV sector by entering into a Share Subscription Agreement (SSA) with 3EV Industries Private Limited (3ev), a three-wheeler (3W) electric vehicle (EV) manufacturer, for acquiring ~31% shareholding in 3ev and completed acquisition of 19% shareholding as on March 31, 2024. These 3W EV’s are expected to replace mostly diesel and petrol fuelled small commercial vehicles. The detailed information on the business overview and outlook of the Company is discussed in the Management Discussion & Analysis section forming part of the Annual Report.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

A list of bodies corporate which are subsidiaries/ associates/ joint ventures of your Company is provided as part of the notes to Consolidated Financial Statements. During the year under review, following subsidiary and joint venture have been formed/ acquired:

• Unison Environ Private Limited (Wholly Owned Subsidiary)

• Mahanagar LNG Private Limited (Subsidiary Company - Joint Venture)

As on March 31, 2024, your Company has two subsidiaries. Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1 have been attached as Annexure 1 to this Report, which forms part of this Annual Report.

The financial statements of the subsidiary / joint venture companies shall also be kept for inspection by any shareholder during working hours of the Company’s registered office and that of the respective subsidiary/ joint venture companies concerned. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and audited accounts of each of its subsidiary/ joint venture, are available on website of the Company at https://www.mahanaqarqas.com

Your Company has formulated a policy for determining Material Subsidiaries. The policy is available on your Company’s website at https://www.mahanaqarqas.com/MGL-corporate/ investors/policies

DEPOSITS

During the Financial Year 2023-24, your Company has not accepted any deposit.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that for the financial year ended March 31, 2024:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) They have selected such 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 your Company as at the end of the financial year and of the profits of your Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a ‘going concern’ basis;

e) They have laid down internal financial controls to be followed by the Company which are adequate and are operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

RISK MANAGEMENT

MGL recognizes the importance of proactively identifying and managing risks to ensure the Company''s long-term profitability and sustainability. The Risk Management Committee is mandated to monitor the effectiveness of the risk management process and systems in MGL.

Ethical leadership and human capital are the cornerstones of MGL’s Risk Management philosophy as these ensure entrepreneurial flair, sound corporate reputation and effective governance.

As part of Enterprise Risk Management policy, we have conducted a thorough risk assessment to identify potential risks and their potential impact on our business. The risks identified fall into several categories, including but not limited to Strategic risks, Operational risks, Financial risks and Compliance risks.

Our Board Committee recognized the risk associated with data protection posture and expanding cyber security threats, which are currently the top concerns for organizations. MGL has started taking numerous measures to improve the data protection and security posture in accordance with the Digital Personal Data Protection Act, 2023.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Your Company places a strong emphasis on maintaining effective Internal Financial Controls over financial reporting to ensure the accuracy and integrity of its financial statements. Your Company has designed and implemented a comprehensive Internal Financial Control system over financial reporting. This system ensures that all transactions are authorized, recorded, and reported accurately in a timely manner. The Internal Financial Control system provides reasonable assurance over the integrity and reliability of the Company''s financial statements. This assurance is crucial for stakeholders in evaluating the company''s financial performance and position.

A robust mechanism is in place for periodic review of Risk Assessment and Control Matrix and testing of controls for both design and operating effectiveness. This testing is conducted twice a year to ensure that controls are not only appropriately designed but also functioning effectively in practice. The results of these tests are reported to the Audit Committee. This ensures transparency and accountability in the evaluation of the company''s internal controls and provides oversight by a key governance body.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company prioritizes the establishment of a robust vigil mechanism to ensure adherence to the MGL''s Code of Conduct

and related policies. Your Company has a Whistle Blower Policy for its directors, employees, and other stakeholders. This policy allows individuals to report unethical practices and irregularities without fear of reprisal. The Whistle Blower Policy is periodically reviewed and revised to align with regulatory requirements and changing workplace needs. This ensures that the Policy remains effective and relevant over time. No person is denied access to the Chairman of the Audit Committee, ensuring that individuals have a direct channel to report concerns or grievances.

The Vigil Mechanism fosters a culture of trust and transparency among all stakeholders, encouraging open communication and accountability. The Whistle Blower Policy provides adequate protection to those who report unethical practices and irregularities. This protection is crucial in encouraging individuals to come forward with concerns without fear of retaliation. All reported incidents are investigated, and suitable action is taken in line with the Whistle Blower Policy. This ensures that reported concerns are addressed effectively and responsibly. The Whistle Blower Policy has been appropriately communicated within the Company and is available on the Company''s website at https:// www.mahanaaaraas.com/MGL-corporate/investors/policies.

This ensures that all stakeholders are aware of the policy and know how to access it for reference or reporting purposes.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Company has also formulated a Corporate Social Responsibility Policy which is also available on the website of the Company at https://www. mahanaqarqas.com/MGL-corporate/investors/policies

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed herewith as Annexure 2 to this report.

DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In the commitment to fostering a workplace environment built on respect, inclusivity and safety, your Company prioritizes the eradication of all forms of harassment, including sexual harassment. Your Company firmly believes that every employee deserves to work in an environment free from any form of intimidation, coercion, or discrimination. As such, your Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). Your Company has implemented robust policies and procedures aimed at preventing and addressing instances of sexual harassment. These policies are regularly communicated to all employees and are strictly enforced. Your Company conducts comprehensive training programs to ensure that all staff members understand what constitutes sexual harassment and their rights and responsibilities in reporting any such incidents.

Your Company has also complied with the provisions of setting up of an Internal Complaints Committee which is duly constituted in compliance with the provisions of the POSH Act. Furthermore, your Company maintains confidentiality and offers multiple avenues for reporting complaints, ensuring that every individual feels empowered to come forward without fear of retaliation. By upholding these standards, your Company is dedicated in cultivating a workplace culture where all individuals are valued, respected and supported.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

During the FY 2023-24, there was no order or direction of any court or tribunal or regulatory authority either affecting Company’s status as a going concern or which significantly affected Company’s business operations. However, the Petroleum and Natural Gas Regulatory Board (PNGRB) has issued public notice (PNGRB/Auth/1-CGD(08)/2023) dated March 4, 2024, informing that the infrastructure exclusivity of CGD Network related to MGL GA’s namely Mumbai and Greater Mumbai has come to an end against which MGL has filed an application before the Delhi

High Court in the pending Exclusivity Writ seeking a stay on the operation, implementation and execution of the Public Notice issued by the PNGRB. Further, MGL has also sought for extension of Infrastructure Exclusivity for the said GAs.

The process of ending the exclusivity as per the PNGRB Act requires PNGRB to lay down the principles for fixing the exclusivity period of CGD entities and their expiry, by passing specific orders fixing such periods. PNGRB has not yet initiated any of these actions and its efforts of bypassing this statutory process has been challenged. Further, even post-expiry of exclusivity period, there is a separate process to declare an entity as a common carrier. There is pending litigation on all these aspects, and in view of orders of the Hon’ble Delhi High Court passed till date, the Company is of the view that presently there is no risk that MGL’s exclusivity period has ended and MGL’s CGD network being declared as a common carrier till the matter gets finally disposed of by Hon’ble Delhi High Court.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of this report. There has been no change in the nature of the business of the Company.

INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment and Cessation of Directors:

The details of appointment and cessation of Directors of the Company, during the year under review, are given in the table as hereunder:

Name of the Director	Date of Appointment/ Cessation	Details of Appointment or Cessation
Mr. Mahesh V. Iyer (DIN: 08198178)	October 31, 2023	Ceased to be Director of the Company on account of withdrawal of nomination by GAIL (India) Limited.
Mr. Sandeep Kumar Gupta (DIN: 07570165)	October 31, 2023	Appointed as Non-Executive Non-Independent Director, designated as Chairman of the Company, until further orders from GAIL (India) Limited (“GAIL”).

The Board places on record its appreciation for the valuable services rendered by Mr. Mahesh V. Iyer during his tenure as Chairman of the Company. The Company has immensely benefitted from the contribution, guidance and leadership of Mr. Iyer as the Chairman of the Company.

All Independent Directors of the Company have submitted the Declaration of Independence to the Company and pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The appointment of the Director mentioned above was recommended by the Nomination and Remuneration Committee of the Board and was approved by the shareholders through Postal Ballot.

B. Key Managerial Personnel other than Directors:

During the year under review, there was no change in the Key Managerial Personnel of the Company.

Pursuant to Section 203 of the Companies Act, 2013, Mr. Ashu Shinghal, Managing Director, Mr. Sanjay Shende, Deputy Managing Director, Mr. Rajesh D. Patel, Chief Financial Officer and Mr. Atul Prabhu, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2024.

COMMITTEES OF BOARD

The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board met 11 (Eleven) times. The details of board meetings and the Company attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on March 07, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the

Chairman of your Company, taking into account the views of Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards’ functioning such as composition of the Board and Committees, experience and competencies etc.

NOMINATION AND REMUNERATION POLICY

In terms of Section 178 of the Companies Act, 2013 and the Listing Regulations, a policy on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company, acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The policy is available on the website of the Company at https:// www.mahanaaaraas.com/MGL-corporate/investors/policies

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Reg. No. 117366W/W-00018) was appointed as Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of the 27^th Annual General Meeting held on August 24, 2022 till the conclusion of the 32^nd Annual General Meeting of the Company.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Reg. No. 117366W/W-00018) has carried out the Statutory Audit of your Company for the financial year 2023-24. Further, the Auditors’ Report “with an unmodified opinion”, given by the Statutory Auditors on the Standalone and Consolidated Financial Statements of the Company for FY 2023-24, is disclosed in the Financial Statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report for the year under review. The Notes to the financial statements referred to in the Auditors’ Report for FY 2023-24 of M/s. Deloitte Haskins & Sells LLP are self-explanatory and do not call for any further comments.

REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013, during the financial year under review.

SECRETARIAL AUDITORS

Pursuant to 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 the Company has appointed M/s. Mayekar & Associates, Company Secretaries to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24, issued by M/s. Mayekar & Associates in Form MR-3 is enclosed herewith as Annexure 3 to this report.

The Secretarial Audit Report is self-explanatory in nature and does not contain any qualification, reservation, adverse remark or disclaimer except delay in submission of disclosure on Related Party Transactions for the half year ended September 2023 by one day. The Company has complied with the provisions of the applicable laws.

COST AUDITORS

Your Company is required to carry out Cost Audit pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. The Board of Directors has on the recommendation of the Audit Committee appointed M/s. ABK & Associates, Cost Auditors to audit the Cost Accounts of the Company for the Financial Year 2023-24 on remuneration of H 2,50,000/- (Rupees Two Lakh Fifty Thousand Only) plus out of pocket expenses to be reimbursed up to 5% of basic fee and applicable taxes.

Your Company is maintaining cost records as specified by the Central Government under Section 148 of the Companies Act, 2013.

PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars of loan given, investment made, guarantee given and security provided are given in the Standalone Financial Statement of the Company. (Please refer Note 5, 9 and 31.3 to the Standalone Financial Statement).

RELATED PARTY TRANSACTIONS

During the year under review, all Related Party Transactions were entered at arm’s length and in ordinary course of business of the Company. The Audit Committee accords prior approval for all the Related Party Transactions. Prior approval of shareholders is obtained for all Material Related Party Transactions to be entered into by the Company. The details of Related Party Transactions entered into by the Company during the year under review are mentioned in the notes to the Financial Statements. Further, all Material Related Party Transactions arising from contracts/ arrangements with the related parties referred to in the Section 188(1) of the Companies Act, 2013 and as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 have been attached as Annexure 4 to this Report. Your Company has adopted a Board approved Related Party Transactions Policy and is uploaded on the Company’s website at the web link https:// www.mahanaqarqas.com/MGL-corporate/investors/policies

DISCLOSURE REGARDING REMUNERATION TO DIRECTORS AND EMPLOYEES

The statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’), is appended as Annexure 5 to the Report. The information as per Rule 5 of the Rules, forms part of this Report. However, as per second proviso to Section 136(1) of the Companies Act, 2013 and second proviso of Rule 5 of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, 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 Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is enclosed as Annexure 6 to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis as stipulated by the Listing Regulations forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2024, as stipulated under Regulation 34 of the Listing Regulations, is annexed which forms part of this Annual Report.

CORPORATE GOVERNANCE

As per the requirements of the Listing Regulations, a detailed Report on Corporate Governance and certificate regarding compliance of conditions of Corporate Governance are part of this Annual Report.

M/s. Akansha Rathi & Associates, Practicing Company Secretary vide certificate dated July 25, 2024 has confirmed that the Company is compliant with the conditions stipulated in the Chapter IV of the Listing Regulations.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE

The Board confirms that Independent Directors appointed by the Company possess integrity, expertise and experience.

ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3) of the Companies Act, 2013 read with Rules made thereunder, the copy of Annual Return is available on the website of the Company i.e. https://www.mahanaaaraas.com

OTHER DISCLOSURES

In terms of the applicable provisions of the Companies Act, 2013 and Listing Regulations, your Company additionally discloses that during the year under review:

• Your Company has not issued any shares with differential voting rights or Sweat Equity Shares;

• There is no plan to revise the Financial Statements or Directors’ Report in respect of any previous financial year;

• Your Company does not engage in commodity hedging activities.

ACKNOWLEDGEMENT

We take this opportunity to place on record our appreciation to the Ministry of Petroleum & Natural Gas (MOPNG), Government of India (GOI), Petroleum & Natural Gas Regulatory Board (PNGRB), Government of Maharashtra (GOM), Maharashtra State Road Development Corporation Limited (MSRDC), Municipal Corporations of Greater Mumbai (MCGM), Navi Mumbai, Thane, Mira-Bhayander, Kalyan-Dombivali, Raigad, Panvel, other State and Central Government Authorities, Mumbai Metropolitan Regional Development Authority (MMRDA), Maharashtra Industrial Development Corporation (MIDC), Police and Fire Brigade authorities, all our customers, members, investors, vendors, suppliers, business associates, bankers and financial institutions, media and stock exchanges for their continuous co-operation and support.

We are grateful for the guidance and support received from Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors of the Company.

We acknowledge the patronage of GAIL (India) Limited and GOM for their support and above all, we place on record our sincere appreciation for the hard-work, solidarity and contribution of each and every employee of the Company in driving the growth of the Company.

For and on behalf of the Board of Directors

Ashu Shinghal Sanjay Shende

Place : Mumbai Managing Director Deputy Managing Director

Date : July 04, 2024 (DIN: 08268176) (DIN: 09172642)

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Mar 31, 2023

Your Company’s Directors have pleasure in presenting the Twenty-Eighth Annual Report along with the Audited Financial Statements of the Company for the FY ended March 31, 2023 and the Auditors’ Report.

FINANCIAL RESULTS

During FY 2022-23, the turnover was H 6921 Crores vis a-vis H 3885 Crores in FY 2021-22. The Profit after Tax (PAT) was H 790 Crores for FY 2022-23 as compared to H 597 Crores in FY 2021-22. The Company’s financial results for the FY ended March 31, 2023 are depicted below:

(H in Crore)
Sr. No.	Particulars	As on March 31, 2023	As on March 31, 2022
a.	Revenue from operations	6921	3885
b.	Other Income	112	86
c.	Profit before Depreciation and Finance cost	1296	1010
d.	Depreciation and Amortization Expenses	231	196
e.	Finance cost	9	8
f.	Profit before Tax (PBT) [c-d-e]	1056	806
g.	Income Tax	266	209
h.	Profit after Tax (PAT) [f-g]	790	597
i. Other Comprehensive Income		(1)	0
j.	Total Comprehensive Income [h i]	789	597
k.	Balance of Profit for earlier years	3499	3134
l.	Balance Available for appropriation (j k)	4287	3731
Appropriations:
m.	Dividend Paid
	Final - FY 2020-21	-	138
	Interim - FY 2021-22	-	94
	Final - FY 2021-22	153	-
	Interim - FY 2022-23	99	-
n.	Tax on Dividend	-	-
o.	Total Appropriations (m n)	252	232
p.	Balance of profit carried in Balance Sheet [l-o]	4035	3499
Earning Per Share (Face value of H 10.00 each) - Basic and Diluted (H)		79.98	60.43

TRANSFER TO RESERVES

The closing balance of the Retained Earnings of the Company after appropriation for the FY 2022-23 was H 4305 Crore.

DIVIDEND

Your Company is consistently distributing dividends to the Shareholders. The Board of Directors at their meeting held on February 02, 2023, declared Interim Dividend for the FY 2022-23 of H 10/- per equity share and was paid to members whose names appeared in the Register of Members/ List of Beneficial Owners as on the record date i.e. February 14, 2023.

Further, your Directors recommended the Final Dividend of H 16/- per share in its Board Meeting held on May 08, 2023, subject to approval of shareholders at the 28^th Annual General Meeting.

The Company’s Dividend Distribution Policy is available on the Company’s website at https://www.mahanagargas.com/MGL-corporate/investors/dividend/dividend-policy

STATE OF COMPANY’S AFFAIRS

FY 2022-23 was one of the significant years in terms of growth and operations. Your Company has accomplished its business activities in the best interest of its stakeholders. To pursue inorganic growth opportunities, your Company has entered into Share Purchase Agreement to acquire 100% of the shareholding of Unison Enviro Private Limited (UEPL) subject to approval of Petroleum and Natural Gas Regulatory Board (PNGRB). UEPL has been authorized by PNGRB to implement the City Gas Distribution (CGD) network in the Geographical Areas (GAs) of Ratnagiri, Latur & Osmanabad (Maharashtra) and Chitradurga & Davengere (Karnataka).

DEPOSITS

During FY 2022-23, your Company has not accepted any deposit.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that for FY 2022-23:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) They have selected such 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 your Company as at the end of the FY and of the profits of your Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a ‘going concern’ basis;

e) They have laid down internal financial controls to be followed by the Company which are adequate and are operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

RISK MANAGEMENT

Our Board recognizes the importance of proactively identifying and managing risks to ensure the continued success and sustainability of the Company.

As part of this policy, we have conducted a thorough risk assessment to identify potential risks and their potential impact on our business. The risks identified fall into several categories, including but not limited to Strategic risks, Operational risks, Financial risks and Compliance risks.

To ensure effective risk management, we have implemented a robust risk management framework that includes regular risk assessments, risk monitoring and reporting. Our risk management policy is regularly reviewed and updated to reflect changes in our business environment and to incorporate emerging risks.

We believe that our risk management policy will help us to identify and mitigate potential risks, and to protect the interests of our shareholders, employees, customers and other stakeholders.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has put in place robust internal control framework commensurate with its size & complexity of operations. Adequacy and effectiveness of the internal controls are routinely tested by Internal Auditors based on their risk-based audit plan duly approved by the Audit Committee and also by In-house team on half yearly basis during Internal Financial Controls (IFC) testing. Significant control deficiencies and remedial actions thereon are reported to the Audit Committee to ensure the adequacy and effectiveness of the Company’s internal financial controls.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

MGL is committed to adoption of best practices of Corporate Governance and its adherence in true spirit and at all times. Towards this end, the company has a well-established Whistleblower and Vigil Mechanism with a view to provide a mechanism for directors, employees as well as other stakeholders of the Company to raise genuine concerns about any actual or suspected ethical / legal violations or misconduct or fraud, with adequate safeguards against victimization, fear of punishment or unfair treatment.

The Whistle Blower Policy & Vigilance Mechanism lays down appropriate systems and procedures to curb opportunities for any sort of corrupt and unethical practices. This goes a long way to build a sustainable business organization. The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at https://www.mahanaaaraas.com/MGL-corporate/ investors/policies

Sexual Harassment of Women at Workplace 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 this Policy is to provide an effective complaint redressal mechanism in case of occurrence of sexual harassment.

Your Company has also complied with the provisions of setting up of an Internal Complaints Committee which is duly constituted in compliance with the provisions of the POSH Act. Further, the Company also conducts adequate awareness programmes and interactive sessions against sexual harassment for all the employees, to build awareness amongst employees about the Policy and the provisions of POSH Act. There are no complaints/ concerns received or observed pertaining to sexual harassment in your Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and the Company’s operations in future.

No personnel were denied access to the Audit Committee and company has provided protection to the Whistle Blower from any adverse action.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the Corporate Social Responsibility (CSR) Committee of the Board in accordance with the Companies Act, 2013. The Company has also formulated a Corporate Social Responsibility Policy which is also available on the website of the Company at https://www.mahanagargas.com/MGL-corporate/ investors/policies

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed herewith as Annexure 1 to this report.

DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Women’s safety at workplace is of paramount importance in your Company. Your Company has in place a Policy on Prevention of

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Appointment and Cessation of Directors: The details of appointment and cessation of Directors of the Company, during the year under review, are given in the table as hereunder:
Name of the Director	Date of Appointment/ Cessation	Details of Appointment or Cessation
Mr. Baldev Singh (DIN: 03577274)	August 26, 2022	Ceased to be the Non-Executive, Non-Independent Director - Nominee of Government of Maharashtra (GoM), upon withdrawal of nomination.
Mr. Manoj Jain (DIN: 07556033)	August 31, 2022	Ceased to be Chairman of the Company on account of superannuation. The Company has immensely benefitted from the guidance and leadership of Mr. Manoj Jain as the Chairman of the Company.
Mr. Mahesh V. Iyer (DIN: 08198178)	September 01, 2022	Appointed as Non-Executive Non-Independent Director, designated as Chairman of the Company.
Dr. Harshadeep Kamble (DIN: 07183938)	November 11, 2022	Appointed as the Non-Executive, Non-Independent Director - Nominee of Government of Maharashtra (GoM), until further orders from GoM.
Mr. Sanjib Datta (DIN : 07008785)	December 23, 2022	Ceased to be the Managing Director of the Company with effect from close of business hours of 23rd December 2022 due to repatriation to GAIL. The Company has immensely benefited from significant contributions and guidance of Mr. Sanjib Datta as the Managing Director of the Company.
Mr. Ashu Shinghal (DIN: 08268176)	December 23, 2022	Appointed as Executive Director, designated as Managing Director of the Company with effect from close of business hours of 23rd December 2022.

The Board places on record its appreciation for the valuable services rendered by the outgoing Directors during their tenure as Directors of the Company.

All Independent Directors of the Company have submitted the Declaration of Independence to the Company and pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The appointment of the Directors mentioned above were recommended by the Nomination and Remuneration Committee of the Board and were approved by the shareholders through Postal Ballot.

B. Key Managerial Personnel other than directors:

The details of appointment and cessation of Key Managerial Personnel (KMP) of the Company, during the year under review, are given in the table as hereunder:

Sr. No.	Name of the KMP	Designation	Nature of change	Date	Reason
1.	Mr. Sanjib Datta	Managing Director	Cessation	Close of business hours	Repatriation to GAIL.
2.	Mr. Ashu Shinghal	Managing Director	Appointment	of December 23, 2022	Appointed as MD based on nomination from GAIL.

As per Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2023 are Mr. Ashu Shinghal, Managing Director, Mr. Sanjay Shende, Deputy Managing Director, Mr. Rajesh D. Patel, Chief Financial Officer and Mr. Atul Prabhu, Company Secretary and Compliance Officer.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards’ functioning such as composition of the Board and Committees, experience and competencies etc.

NOMINATION AND REMUNERATION POLICY

In terms of Section 178 of the Companies Act, 2013 and the Listing Regulations, a policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The policy is available on the website of the Company at https://www.mahanaqarqas.com/MGL-corporate/investors/policies

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Reg. No. 117366W/W-100018) was appointed as Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of the 27^th Annual General Meeting held on August 24, 2022 till the conclusion of the 32^nd Annual General Meeting of the Company.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Reg. No. 117366W/W-100018) has carried out the Statutory Audit of your Company for FY 2022-23. Further, the Auditors’ Report “with an unmodified opinion”, given by the Statutory Auditors on the Financial Statements of the Company for FY 2022-23, is disclosed in the Financial Statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report for the year under review. The Notes to the financial statements referred to in the Auditors’ Report for FY 2022-2023 of M/s. Deloitte Haskins & Sells LLP are selfexplanatory and do not call for any further comments.

REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the FY under review.

SECRETARIAL AUDITOR

Pursuant to 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 the Company has appointed M/s. Mayekar & Associates, Company Secretaries to conduct the Secretarial Audit of the Company for FY 2022-2023. The Secretarial Audit Report for FY 2022-23, issued by M/s. Mayekar & Associates in Form MR-3 is enclosed herewith as Annexure 2 to this report. The Secretarial Audit Report is selfexplanatory in nature and does not contain any qualifications, reservation, adverse remark or disclaimer. The Company has complied with the provisions of the applicable laws.

COST AUDITORS

Your Company is required to carry out Cost Audit pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. M/s. ABK & Associates, Cost Accountants, conducted this audit for the Company’s FY ended March 31, 2023 and submitted their Report to the Central Government in Form CRA 4. The Board of Directors has on the recommendation of the Audit Committee appointed M/s. ABK & Associates, Cost Auditors to audit the Cost Accounts of the Company for FY 2023-2024 on remuneration of H 2,50,000/-(Rupees Two Lakh Fifty Thousand Only) plus out of pocket expenses to be reimbursed up to 5% of basic fee and applicable taxes.

Your Company is maintaining cost records as per Section 148 of the Companies Act, 2013.

PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements, if any.

RELATED PARTY TRANSACTIONS

Your Company has in place a Board approved Related Party Transactions Policy and is uploaded on the Company’s website at the web link https://www.mahanaaaraas.com/MGL-corporate/ investors/policies. During the year under review, all Related Party Transactions were entered at arm’s length and in ordinary course of business of the Company. The Audit Committee accords prior

approval for all the Related Party Transactions. Prior approval of shareholders is obtained for all Material Related Party Transactions to be entered into by the Company. The details of Related Party Transactions entered into by the Company during the year under review are mentioned in the notes to the Financial Statements. Further, all Material Related Party Transactions arising from contracts/ arrangements with the related parties referred to in the Section 188(1) of the Companies Act, 2013 and as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 have been attached as Annexure 3 to this Report.

DISCLOSURE REGARDING REMUNERATION TO DIRECTORS AND EMPLOYEES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’), is appended as Annexure 4 to the Report. The information as per Rule 5 of the Rules, forms part of this Report. However, as per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements are being sent to the shareholders of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. A shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, 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 enclosed as Annexure 5 to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis as stipulated by the Listing Regulations forms part of this Annual Report

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2023, as stipulated under Regulation 34 of the Listing Regulations, is annexed which forms part of this Annual Report.

CORPORATE GOVERNANCE

As per the requirements of the Listing Regulations, a detailed Report on Corporate Governance and certificate regarding compliance of conditions of Corporate Governance are part of this Annual Report.

M/s. Akansha Rathi & Associates, Practicing Company Secretary vide certificate dated May 10, 2023 has confirmed that the Company is compliant with the conditions stipulated in the Chapter IV of the Listing Regulations.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE

The Board confirms that Independent Directors appointed during the year possess integrity, expertise and experience.

ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3) of the Companies Act 2013 read with rules made thereunder, the copy of annual return is available on the website of the Company i.e. https://www.mahanaaaraas.com

OTHER DISCLOSURES

In terms of the applicable provisions of the Companies Act, 2013 and Listing Regulations, your Company additionally discloses that during the year under review :

• There was no change in the nature of business of your Company during FY 2022-23;

• Your Company has not issued any shares with differential voting rights or Sweat Equity Shares;

• There is no plan to revise the Financial Statements or Directors’ Report in respect of any previous FY;

• No material changes and commitments have occurred affecting the financial position of the Company between the end of the FY of the Company to which the Financial Statements relate and the date of the Report;

• Your Company does not engage in commodity hedging activities.

ACKNOWLEDGEMENT

We take this opportunity to place on record our appreciation to the Ministry of Petroleum & Natural Gas, Government of India, Petroleum & Natural Gas Regulatory Board, Maharashtra State Road Development Corporation Limited, Mumbai Metropolitan Regional Development Authority (MMRDA), Maharashtra Industrial Development Corporation (MIDC), City and Industrial Development Corporation, Public Works Department, Municipal Corporations of Greater Mumbai, Navi Mumbai, Thane, Mira-Bhayander, Kalyan-Dombivali, Raigad, Panvel, Police and Fire Brigade authorities, all our customers, members, investors, vendors, suppliers, business associates, bankers and financial institutions, media and stock exchanges for their continuous cooperation and support.

We are grateful for guidance and support received from Statutory Auditor, Cost Auditor and Secretarial Auditor.

We acknowledge the patronage and guidance of GAIL (India) Limited and Government of Maharashtra for their support and above all, we place on record our sincere appreciation for the hard-work, solidarity and contribution of each and every employee of the Company in driving the growth of the Company.

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Mar 31, 2022

Your Company''s Directors have pleasure in presenting the Twenty-Seventh Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2022 and the Auditors'' Report.

1. FINANCIAL RESULTS :

During FY 2021-22, the turnover was H 3,885 Crores vis a-vis H 2,338 Crores in FY 2020-21. The Profit after Tax (PAT) was H 597 Crores for FY 2021-22 as compared to H 619 Crores in FY 2020-21. The Company''s financial results for the financial year ended March 31, 2022 are depicted below:

(H in Crore)
Sr. . , Particulars No.	As on March 31, 2022	As on March 31, 2021
a. Revenue from operations	3,885	2,338
b. Other Income	86	81
c. Profit before Depreciation and Finance cost	1,010	1,014
d. Depreciation and Amortization Expenses	196	174
e. Finance cost	8	7
f. Profit before Tax (PBT) [c-d-e]	806	834
g. Income Tax	209	214
h. Profit after Tax (PAT) [f-g]	597	619
i. Other Comprehensive Income	0	1
j. Total Comprehensive Income [h i]	597	620
k. Balance of Profit for earlier years	3,134	2,854
l. Balance Available for appropriation (j k)	3.731	3,474
Appropriations:
m. Dividend Paid
Final - FY 2019-20	-	252
Interim - FY 2020-21	-	89
Final - FY 2020-21	138	-
Interim - FY 2021-22	94	-
n. Tax on Dividend	-	-
o. Total Appropriations (m n)	232	341
p. Balance of profit carried in Balance Sheet[l-o]	3,499	3,134
Earning Per Share (Face Value of H 10.00 each) - Basic and Diluted (h)	60.43	62.72

2. TRANSFER TO RESERVES:

The closing balance of the Retained Earnings of the Company after appropriation for the financial year 2021-22 was H 3,499 Crore.

3. DIVIDEND:

The Board of Directors at their meeting held on February 08, 2022, declared Interim Dividend for the financial year 2021-2022 of H 9.50 per equity share of face value of H 10/- each and was paid to those members whose names appeared in the Register of Members/List of Beneficial Owners as on the record date i.e. February 18, 2022.

Your Company is consistently distributing dividend to the Shareholders. Your Directors recommended the Final Dividend of H 15.50 per share in its Board Meeting held on May 10, 2022, subject to approval of shareholders at the 27^th Annual General Meeting.

The Company''s Dividend Distribution Policy is available on the Company''s website at https:// www.mahanagargas.com/investors/dividend/ dividend-policy.aspx

4. STATE OF COMPANY''S AFFAIRS:

The Financial Year 2021-2022 was one of the significant years in terms of impact on growth and operations. Despite of hostile impact of pandemic and related restrictions and protocols over the state of affairs of the Company, your Company has accomplished its business activities in the best interest of its stakeholders. Further information on the business overview and outlook of the Company is discussed in detail in the Management Discussion & Analysis section forming part of the Annual Report.

5. DEPOSITS:

During the Financial Year 2021-2022, your Company has not accepted any deposit.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Sections 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that for the financial year ended March 31, 2022:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) They have selected such 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 your Company as at the end of the financial year and of the profits of your Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a ''going concern'' basis;

e) They have laid down internal financial controls to be followed by the Company which are adequate and are operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

7. RISK MANAGEMENT:

MGL recognizes that all aspects of its business involve significant risk and that its actions are increasingly exposed to greater scrutiny by the public, investors, and its stakeholders. The macroenvironment that surrounds us is complex and dynamic in nature, which requires us to remain alert, updated and monitor the uncertainties in order to respond to the probable challenges. Therefore, we have a well-established Risk Management Function headed by Chief Risk Officer (CRO).

MGL has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed, and mitigated appropriately. MGL monitors, manages, and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Risk Management Framework enables the management to understand the risk environment and assess the specific risks and potential exposure to the Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness

of the management of these risks and intervene for improvement where necessary and report throughout the management chain up to the Risk Management Committee on a periodic basis about how risks are being monitored, managed, assured and improvements are made. The Risk Management Committee has overall responsibility for monitoring and approving the risk policies and associated practices of MGL. The Committee is also responsible for reviewing and approving risk registers.

A collaborative ERM software tool is implemented to ensure that Risk Management Processes are embedded in all business processes and operations.

8. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has put in place robust Internal Financial Control (''IFC'') framework commensurate with its size & operations, to provide reasonable assurance with regard to recording and providing reliable financial information and complying with applicable accounting standards. The controls have been well documented in Risk Control Matrix (RCM) and embedded in the business processes. These controls are reviewed periodically and also updated as and when changes occur in the business process. Findings & recommendations based on testing of controls are placed periodically before the Audit Committee. The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. Head of Functions/Department are responsible to ensure compliance with the policies and procedures laid down by the Management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues.

The Company has appointed a well-known firm of Chartered Accountants to conduct the Internal Audit. The firm functionally reports to the Audit Committee, thereby maintaining objectivity.

The Statutory Auditors in their report have expressed an unmodified opinion on the adequacy and effectiveness of the Company''s internal financial controls over financial reporting.

9. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company recognizes that having an effective and robust vigilance mechanism in place has emerged as an integral part in managing business organizations today. It maintains an ethical business environment to all stakeholders by ensuring clean and transparent transactions, professionalism and productivity.

MGL has a Whistle blower policy in place as a part of vigil mechanism that provides a formal channel for all its Directors, employees, and vendors to make protected disclosures about the unethical behaviour, actual or suspected fraud or violation of the MGL Code of Conduct. MGL encourages more emphasis on preventive vigilance aspect so that the system itself addresses the issue of ethics to a great extent. MGL expects a sense of integrity and responsibility among its employees.

The details of the Vigil Mechanism and Whistle Blower Policy are available on the web link of the Company at https://www.mahanagargas.com/ UploadAssets/UploadedFiles/ 56 MGL-Vigilance Directive 68b18bb05b.pdf and

https://www.mahanagargas.com/UploadAssets/ UploadedFiles/ 70 MGL-Whistleblower Policy 14b8cc6959.pdf respectively.

10. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Company has also formulated a Corporate Social Responsibility Policy which is also available on the website of the Company at https://www.mahanagargas. com/UploadAssets/UploadedFiles/ MGL-CSR Policy 952a5a4889.pdf

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 (including the activities undertaken by the Company during the period of COVID-19 under CSR) is enclosed herewith as Annexure 1 to this report.

11. DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place a policy on Prevention of Sexual Harassment of Women at Workplace 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 this Policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment.

Your Company has also complied with the provisions of setting up of an Internal Complaints Committee which is duly constituted in compliance with the provisions of the POSH Act. Further, the Company also conducts adequate awareness

programs and interactive sessions against sexual harassment for all the employees, to build awareness amongst it''s employees about the Policy and the provisions of POSH Act. There are no complaints or concerns received or observed during FY 2021-22 pertaining to sexual harassment.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status and the Company''s future operations.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. APPOINTMENT AND CESSATION OF DIRECTORS
The details of appointment and cessation of Directors of the Company, during the year under review, are given in the table as hereunder:
Sr. No.	Name of the Director and DIN	Details of Appointment or Cessation
1.	Mr. Deepak Sawant (DIN: 07339381)	Resigned as Whole Time Director (Designated as Deputy Managing Director) w.e.f. April 05, 2021 due to withdrawal of nomination by GAIL (India) Limited.
2.	Late Mr. Premesh Kumar Jain (DIN: 02145534)	Ceased to be Director w.e.f. April 20, 2021 due to untimely demise. The Board expresses its heartfelt condolence and appreciates his noteworthy guidance and contribution towards growth of the Company.
3.	Mr. Sanjay Shende (DIN: 09172642)	Appointed as Whole Time Director (Designated as Deputy Managing Director) with effect from w.e.f. May 24, 2021.
4.	Mr. Baldev Singh (DIN : 03577274)	Appointed as Nominee Director of Government of Maharashtra on the Board w.e.f. April 28, 2021.
5.	Mr. Rajeev Bhaskar Sahi (DIN: 06662067)
6.	Mrs. Malvika Sinha (DIN: 08373142)	Appointed as Independent Directors on the Board w.e.f. August 24, 2021.
7.	Mr. Venkatraman Srinivasan

The Board places on record its appreciation for the valuable services rendered by the outgoing Directors during their tenure as Directors of the Company.

All Independent Directors of the Company have submitted the Declaration of Independence to the Company and pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The above mentioned appointments were based on the recommendation of the Nomination and Remuneration Committee of the Board and were approved by the shareholders at the 26^th Annual General Meeting.

B. Key Managerial Personnel other than Directors

The details of appointment and cessation of Key Managerial Personnel of the Company, during the year under review, are given in the table as hereunder:

Sr. No.	Name of the Key Managerial Personnel	Designation	Date of Appointment	Date of Cessation	Reason for Cessation / Appointment
1.	Mr. Sunil M. Ranade	Chief Financial Officer	-	October 31, 2021	Superannuation
2.	Mr. Rajesh D. Patel	Chief Financial Officer	November 01, 2021		Appointed as CFO consequent upon superannuation of Mr. Sunil M. Ranade

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are Mr. Sanjib Datta, Managing Director, Mr. Sanjay Shende, Deputy Managing Director, Mr. Rajesh D. Patel, Chief Financial Officer and Mr. Atul Prabhu, Company Secretary and Compliance Officer.

14. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards'' functioning such as composition of the Board and Committees, experience and competencies etc.

15. NOMINATION AND REMUNERATION POLICY:

In terms of Section 178 of the Companies Act, 2013 and the Listing Regulations, a policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The policy is available on the website of the Company at https://www.mahanagargas.com/UploadAssets/UploadedFiles/ MGL-Nomination and Remuneration Policy 329e2e5b7e.pdf

16. STATUTORY AUDITORS:

M/s. S R B C & Co. LLP, Chartered Accountants (Firm Reg. No. 324982E/E-300003) was appointed as Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of the 22^nd Annual General Meeting held on September 25, 2017 till the conclusion of the 27^th Annual General Meeting of the Company.

M/s. S R B C & Co. LLP, Chartered Accountants (Firm Reg. No. 324982E/E-300003) has carried out the Statutory Audit of your Company for the financial year 20212022. Further, the Auditors'' Report “with an unmodified opinion”, given by the Statutory Auditors on the Financial Statements of the Company for FY 2021-2022, is disclosed in the Financial Statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report for the year under review. The Notes to the financial statements referred to in the Auditors'' Report for FY 2021-2022 of M/s. S R B C & Co. LLP are self-explanatory and do not call for any further comments.

Further, the Board of Directors at its meeting held on February 08, 2022, recommended the appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.: 117366W/W100018) as the Statutory Auditors of the Company to hold office for a period of five consecutive years commencing from the conclusion of forthcoming 27^th Annual General Meeting until the conclusion of 32^nd Annual General Meeting, subject to approval of shareholders of the Company at the forthcoming Annual General Meeting.

17. REPORTING OF FRAUDS BY AUDITORS:

The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.

18. SECRETARIAL AUDITORS:

Pursuant to 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 the Company had appointed M/s. Dholakia & Associates LLP, Company Secretaries to conduct the Secretarial Audit of the Company for the Financial Year 2021-2022. The Secretarial Audit Report for the Financial Year 2021-2022, issued by M/s. Dholakia & Associates LLP, Company Secretaries, in Form MR-3 is enclosed herewith as Annexure 2 to this report. The Secretarial Audit Report is self-explanatory in nature. The Company has complied with the provisions of the applicable laws except for the provisions pertaining to composition of Board of

Directors including non-filling vacant position of a Woman Independent Director, composition of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee, more particularly described in Annexure 2.

In this regard, the Company had appointed three Independent Directors on the Board of the Company including one Woman Independent Director on August 24, 2021, the Committees of the Board were reconstituted accordingly and subsequently complied with the statutory requirements. Further, the Company is in compliance with the statutory requirements of composition of Board and its Committees as on the date of the report.

19. COST AUDITORS:

Your Company is required to carry out Cost Audit pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. M/s. Dhananjay V. Joshi & Associates, Cost Accountants, conducted this audit for the Company''s Financial Year ended March 31, 2022 and submitted their Report to the Central Government in Form CRA 4. The Board of Directors has on the recommendation of the Audit Committee appointed M/s. Dhananjay V. Joshi & Associates, Cost Auditors to audit the Cost Accounts of the Company for Financial Year 20212022 on remuneration of H 2,50,000/- (Rupees Two Lakh Fifty Thousand Only) plus applicable taxes and travelling and out of pocket expenses to be reimbursed at actuals up to H 25,000/-.

Your Company is maintaining cost records as specified by the Central Government under Section 148 of the Companies Act, 2013.

20. PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements, if any.

21. RELATED PARTY TRANSACTIONS:

During the year under review, all Related Party Transactions were entered at arm''s length and in ordinary course of business of the Company. The Related Party Transactions are placed before the Audit Committee for its prior approval. Further, prior omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. Prior approval of shareholders is obtained for all Material Related Party Transactions to be entered into by the Company. The details of Related Party Transactions entered into by the Company during the year under review are mentioned in the notes to the Financial Statements. Further, all Material Related Party Transactions arising from contracts / arrangements with Related Parties referred to in the Section 188(1) of the Companies Act, 2013 and as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 have been attached as Annexure 3 to this Report. Your Company has adopted a Related Party Transactions Policy, as approved by the Board, and is uploaded on the Company''s website at the web link https://www.mahanagargas.com/ UploadAssets/UploadedFiles/ MGL Policy on Related Party Transactions 7e65246e63.pdf

22. DISCLOSURE REGARDING REMUNERATION TO DIRECTORS AND EMPLOYEES:

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules''), is appended as Annexure 4 to the Report. The information as per Rule 5 of the Rules forms part of this Report. However, as per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Further, none of the employees of the Company, if employed throughout the financial year was in receipt of remuneration exceeding H 102 Lakh and, if employed for part of the year was in receipt of remuneration of H 8.50 Lakh or more per month, pursuant to Rule 5(2) the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, ₂a₀n₁d_{4 .}Remuneration of Managerial Personnel) Rules,

23. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, 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 enclosed as Annexure 5 to this Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS:

A separate report on Management Discussion and Analysis as stipulated by the Listing Regulations forms part of this Annual Report

25. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the year ended March 31, 2022, as stipulated under Regulation 34 of the Listing Regulations, is annexed which forms part of this Annual Report.

26. CORPORATE GOVERNANCE:

As per the requirements of the Listing Regulations, a detailed Report on Corporate Governance and certificate regarding compliance of conditions of Corporate Governance are part of this Annual Report. M/s. Santosh Singh & Associates, Practicing Company Secretary vide certificate dated May 10, 2022 have confirmed that the Company is compliant with the conditions stipulated in the Chapter IV of the Listing Regulations.

27. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE:

The Board confirms that Independent Directors appointed during the year possess integrity, expertise and experience.

28. ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) and 134(3) of the Companies Act 2013 read with rules made thereunder, the copy of annual return is available on the website of the Company i.e. https://www.mahanagargas.com/

29.OTHER DISCLOSURES

In terms of the applicable provisions of the Companies Act, 2013 and Listing Regulations, your Company additionally discloses that during the year under review :

• There was no change in the nature of business of your Company;

• Your Company has not issued any shares with differential voting rights;

• Your Company has not issued any Sweat Equity Shares;

• There is no plan to revise the Financial Statements or Directors'' Report in respect of any previous financial year;

• No material changes and commitments have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report affecting the financial position of the Company;

• Your Company does not engage in commodity hedging activities.

30.AWARDS AND RECOGNITIONS:

MGL''s CSR initiative ''MGL Vikas'' for integrated village development being implemented in the villages of Sudhagad Pali Taluka, Raigad through it''s NGO partner, ''The Pride India'' was awarded CSR Excellence Award 2020 in Gold Category by Apex India Foundation.

31. ACKNOWLEDGEMENT:

We take this opportunity to place on record our appreciation to the Ministry of Petroleum & Natural Gas, Government of India, Petroleum & Natural Gas Regulatory Board, Government of Maharashtra (GOM), Maharashtra State Road Development Corporation Limited, Municipal Corporations of Greater Mumbai, Navi Mumbai, Thane, Mira-Bhayander, Kalyan-Dombivali, Raigad, Panvel, other State and Central Government Authorities, Mumbai Metropolitan Regional Development Authority (MMRDA), Maharashtra Industrial Development Corporation (MIDC), Police and Fire Brigade authorities, all our customers, members, investors, vendors, suppliers, business associates, bankers and financial institutions for their continuous cooperation and support.

We are grateful for guidance and support received from Statutory Auditor, Cost Auditor and Secretarial Auditor.

COVID-19 pandemic has caused an unprecedented loss of lives in India as well as globally. We respect and have gratitude for all the COVID warriors and frontline workers who risked their lives to fight the pandemic.

We acknowledge the patronage of GAIL (India) Limited and GOM for their support and above all, we place on record our sincere appreciation for the hard work, solidarity and contribution of each and every employee of the Company in driving the growth of the Company.

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Mar 31, 2018

Dear Members,

The Company’s Directors hereby present the Twenty Third Annual Report of Mahanagar Gas Limited (the Company or MGL) along with the Audited Financial Statements for the Financial Year ended March 31, 2018.

1) Financial Performance

Your Company registered a turnover of RS.2,453 Crores during the financial year 2017-18. The Profit after Tax is RS.478 Crores for the financial year 2017-18 as compared to RS.394 Crores for the financial year 2016-17.

The Company’s financial performance for the year ended March 31, 2018 is summarised below:

(Rs. in Crores)

Sr. No.	Particulars	As on March 31, 2018	As on March 31, 2017
a.	Revenue from operations	2,453	2,239
b.	Other Income	58	53
c.	Profit before Depreciation and Finance cost	838	697
d.	Depreciation and Amortisation Expenses	111	95
e.	Finance cost	-	1
f.	Profit before Tax (PBT) [c-d-e]	727	601
g.	Income Tax	249	207
h.	Profit after Tax (PAT) [f-g]	478	394
i.	Other Comprehensive Income	1	(-1)
j.	Total Comprehensive Income [h i]	479	393
k.	Balance of Profit for earlier years	1,741	1,631
l.	Adjustment on conversion of 9% Unsecured Compulsorily Convertible Debentures into Equity Shares	-	(1)
m.	Balance Available for appropriation (j k-l)	2,220	2,023
Appropriations:
n.	Dividend Paid
	Final -FY 2015-16	-	156
	Interim- FY 2016-17	-	78
	Final-FY 2016-17	107	-
	Interim - FY 2017-18	79	-
o.	Tax on Dividend	38	48
P.	Total Appropriations (n o)	224	282
q.	Balance of profit carried in Balance Sheet[m-p]	1,996	1,741
	Earning Per Share (Face value of RS.10.00 each) - Basic and Diluted (H)	48.38	39.83

2) Dividend

Based on the Company’s performance, the Directors are pleased to recommend for the approval of the Shareholder a final dividend of RS.11.00 per share on the equity share capital of the Company for the year ended March 31, 2018.

The Board of Directors, in its meeting held on February 09, 2018, declared an interim dividend of RS.8.00 per equity share for the financial year 2017-18 and the same has been paid to all the eligible shareholders as on record date February 21, 2018.

The total dividend for the financial year ended March 31, 2018, would accordingly be RS.19.00 per equity share (normal dividend of RS.12.50 and special dividend of RS.6.50) of face value of RS.10.00 each.

3) State of Company’s Affairs

Your Company’s growth is on fast track and is poised for scaling newer heights, in its chosen areas of operations. A brief summary of the operations of the company is provided in the Management Discussion & Analysis section forming part of this Annual Report.

Return on Capital Employed has increased from 21.97% in FY 2016-17 to 24.31% in FY 2017-18 signifying sound return on investment.

4) Change in Share Capital

There is no change in the Authorised and Paid up Share Capital of the Company during the year.

5) Change in Promoter Shareholding

The stake of BG Asia Pacific Holdings Pte Limited (one of the promoter of the Company) reduced to 24% pursuant to sale of shares by them in the month of April, 2018.

6) Number of Meetings of the Board

Six meetings of the Board of Directors were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of Annual report.

Details of meetings of the Board and its Committees along with the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report.

The intervening gap between the meetings was in compliance with the Companies Act, 2013 (“Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulationsu).

7) Statement on Declaration of Independence

All the Independent Directors of the Company have provided their declarations that they meet the criteria of Independence as provided in Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations.

8) Reporting of Frauds by Auditors to the Company

During the year, there has been no reporting of any frauds by the Auditors to the Audit Committee or the Board as per Section 143 (12) of the Act.

9) Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statements

The Directors confirm having laid down Internal Financial Controls and that such Internal Financial Controls are adequate and were operating effectively.

10) Directors Responsibility Statement

Pursuant to the provisions of Sections 134 (3) (c) and 134 (5) of the Act, the Directors, to the best of their knowledge and ability, confirm that:-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11) Listing of Shares

Equity Shares of your Company are continued to be listed at both the BSE Limited and National Stock Exchange of India Limited. Your Company has paid listing fees for FY 2018-19.

The international Security Identification Number is (ISIN) INE002S01010. The details of share trading price have been provided under Corporate Governance Report which forms part of Annual Report. Your Company has complied with all SEBI, LODR Regulations.

12) Directors and Key Managerial Personnel

A. Appointments

During the year under review, Mr. Virendra Nath Datt has been nominated by GAIL (India) Limited as its Nominee on the Board of your Company in place of Dr. Ashutosh Karnatak. Accordingly, the Board of Directors in its meeting held on May 26, 2017 approved appointment of Mr. Virendra Nath Datt as Additional Director with effect from May 28, 2017 and appointment of Mr. Virendra Nath Datt was approved by shareholders in the Twenty Second Annual General Meeting held on September 25, 2017.

Further, Mr. Sunil Porwal, Additional Chief Secretary (Industries) has been nominated by Government of Maharashtra as its Nominee on the Board of your Company in place of Mr. Apurva Chandra. Accordingly, the Board of Directors in its meeting held on May 26, 2017 approved appointment of Mr. Sunil Porwal and the appointment of Mr. Sunil Porwal was approved by shareholders in the Twenty Second Annual General Meeting held on September 25, 2017.

Mr. Akhil Mehrotra, Director on the Board of the Company was appointed as the Chairman of the Company for a tenure of two years with effect from May 28, 2017.

The term of office of Mr. RajKishore Tewari, as an Independent Director, expired on March 04, 2018. The Board of Directors, on recommendation of the Nomination and Remuneration Committee has recommended reappointment of Mr. Raj Kishore Tewari, as an Independent Director of the Company for a second term commencing from March 05, 2018 upto March 31, 2021, subject to approval of the Members. Business with respect to his reappointment is one of the agenda of the ensuing Twenty-third Annual General Meeting of the Company.

Further, Mr. Premesh Kumar Jain was appointed as the Additional Director (Independent Category) for a period commencing from April 9, 2018 till March 31, 2021 subject to the approval of the Members. Business with respect to his appointment is one of the agendas of the ensuing Twenty-third Annual General Meeting of the Company.

Pursuant to the provisions of Section 149 of the Act, Mr. Arun Balakrishnan, Mr. Santosh Kumar, Mr. Raj Kishore Tewari, Mrs. Radhika Harhibhakti and Mr. Premesh Kumar Jain are Independent Directors of the Company. There has been no change in the circumstances affecting their status as an Independent Director during the year.

Mr. Satish Gavai, Additional Chief Secretary (Industries) has been nominated by Government of Maharashtra as its Nominee on the Board of your Company in place of Mr. Sunil Porwal. Accordingly, the Board of Directors in its meeting held on July 31, 2018 approved appointment of Mr. Satish Gavai as an Additional Director with effect from July 31, 2018 and shall hold office upto the date of the ensuring General Meeting.

Brief profiles of the directors proposed to be appointed/ re-appointed are annexed to the Notice convening Annual General Meeting forming part of this Annual Report. The aforesaid appointments were based on the recommendation of the Nomination and Remuneration Committee of the Board (“NRC”).

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

B. Cessation of Directors (other than KMP)

Due to expiry of tenure, Dr. Ashutosh Karnatak resigned from the position of Chairman and Director from the Board of the Company with effect from May 27, 2017. Further, Mr. Apurva Chandra resigned from the Board of the Company with effect from May 23, 2017.

Mr. Sunil Porwal, Director has resigned from the position of Director with effect from July 31, 2018 owing to his transfer to another department by Government of Maharashtra.

Further, due to expiry of tenure, Mr. Jainendar Kumar Jain has ceased to act as Director on the Board of the Company with effect from March 04, 2018.

The Board places on record its deep appreciation and gratitude for the substantial contribution and valuable advice offered by them during their tenure as the Directors of the Company.

C. Key Managerial Personnel (“KMP”)

BG Asia Pacific Holdings Pte. Ltd has nominated Mr. Goutam Ghosh as a Whole-time Director designated as Technical Director of your Company in line with Articles of Association of the Company and pursuant to the provisions of the Nomination and Remuneration Policy of the Company with effect from November 20, 2017 on non-retiring basis subject to the approval of Members. Mr. Ghosh is also appointed as one of the KMP of the Company. Business with respect to his appointment is one of the agendas of the ensuing Twenty-third Annual General Meeting of the Company.

Mr. Sanjib Datta was nominated by GAIL (India) Limited as a Managing Director on the Board of the Company, Accordingly, Mr. Sanjib Datta was appointed as the Additional Director and Managing Director of your Company in line with Articles of Association of the Company and pursuant with the provisions of the Nomination Policy of the Company with effect from May 30, 2018 on non-retiring basis subject to the approval of Members. Mr. Datta is also appointed as one of the KMP of the Company. Business with respect to his appointment is one of the agendas of the ensuing Twenty-third Annual General Meeting of the Company.

Further, the following KMP of the Company resigned from their post during the year under review and between the end of FY 2017-18 and the date of this report:-

Ms. Susmita Sengupta resigned from the post of WholeTime Director designated as Technical Director with effect from November 06, 2017, thus ceasing to be one of the KMP of the Company. The Board places on record its deep appreciation and gratitude for the valuable contribution and advice offered by Ms. Sengupta during her tenure as the Technical Director of the Company.

Mr. Rajeev Kumar Mathur, was re-appointed as Managing Director of the Company with effect from September 29, 2017 on being re nominated by GAIL (India) Limited (GAIL). Later, Mr. Rajeev Kumar Mathur resigned from the post of Managing Director of the Company with effect from, May 30, 2018 owing to withdrawal of his nomination by GAIL and repatriation to GAIL Head Office, thus ceasing to be one of the KMP of the Company. The Board places on record its deep appreciation and gratitude for the substantial contribution and valuable advice offered by Mr. Mathur during his tenure as the Managing Director of the Company. However, business with respect to approval of terms of his re-appointment, period and remuneration from September 29, 2017 till May 30, 2018 is one of the agendas of the ensuing Twenty-third Annual General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on date are:

Mr. Sanjib Datta, Managing Director, Mr. Goutam Ghosh, Whole-Time Director designated as Technical Director, Mr. Sunil Ranade, Chief Financial Officer and Mr. Alok Mishra, Company Secretary & Compliance officer.

D. Retirement By Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Virendra Nath Datt - Non-executive Director of the Company, is due to retire by rotation at the ensuing Twenty-third Annual General Meeting and being eligible, has offered himself for re-appointment. Business with respect to his reappointment is one of the agenda of the ensuing Twenty-third Annual General Meeting of the Company.

13) Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI Listing Regulations, the Board has to evaluate its own performance and that of its Committees and Individual directors (“Evaluation”).

To enable such evaluation, an evaluation framework has been adopted by the Company, which is formulated with a view to provide a more regulated approach for the evaluation and which lays down overall guidelines and processes to be adopted for the evaluation of performance. The NRC and Board have approved the Evaluation Framework.

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors and the Committees of the Board. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company. Performance evaluation criteria for Independent Directors have been disclosed as a part of the Corporate Governance Report.

14) Statutory Auditors & Auditors Report

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/E-300003), were appointed as statutory auditors from the conclusion of the twenty-second Annual General Meeting (AGM) held on September 25, 2017 till the conclusion of the twenty-seventh AGM of the Company in 2022, subject to the ratification of their appointment at every AGM, as applicable. Accordingly, necessary resolution for ratification of appointment of auditors is included in the Notice for this AGM.

There has been no qualification, reservation or adverse remark given by the Statutory Auditors in their Report for the year under review.

15) Secretarial Auditor

M/s. Mehta & Mehta, Practicing Company Secretaries were appointed as Secretarial Auditor of the Company, to conduct Secretarial Audit for the year under review, pursuant to the provisions of Section 204 of the Act.

The Secretarial Audit report does not contain any qualification, reservations or adverse remark. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure I to this report.

16) Cost Auditor

Your Company makes and maintains cost records as specified by Central Government under Section 148(1) of the Companies Act, 2013. M/s. Dhananjay V. Joshi & Associates, Cost Auditors, were appointed as Cost Auditor for the audit of cost records maintained by the Company for the financial year ended March 31, 2017. The Cost Audit Report was filed by the Cost Auditors on September 07, 2017 within the due date. In respect of the Financial Year ended on March 31, 2018, M/s. Dhananjay V. Joshi & Associates, Cost Auditors, were re-appointed. The due date for filing the Cost Audit Report is September 27, 2018 (within 180 days from the end of financial year).

17) Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

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

18) Material Changes Affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

19) Statement on Compliances of Applicable Secretarial Standards

Your Directors hereby confirm that during the year, the Company has been compliant with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

20) Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of the Act in the Prescribed Form

Pursuant to the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, the Company has entered into related party transactions.

Accordingly, Form AOC-2 prescribed under the provisions of Section 134(3) (h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of Related Party Transactions, has been provided as an Annexure II of the Directors’ Report.

All Related Party Transactions entered into during the year under review were approved by the Audit Committee and Board, from time to time as per the applicable provisions of the Act and the SEBI Listing Regulations.

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has, on recommendation of its Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company i.e. www.mahanagargas.com.

21) Corporate Governance

Your Company is committed to follow the best practices of Corporate Governance, including the requirements under the SEBI Listing Regulations and the Board is responsible to ensure the same, from time to time.

The report on Corporate Governance as stipulated under the Listing Regulations forms a vital part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

22) Business Responsibility Report

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance outlook is attached as a part of the Annual Report.

23) Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management’s Discussion and Analysis is set out in this Annual Report.

24) Vigil Mechanism and Whistle Blower Policy

The Board has adopted a Policy, thereby enumerating the Vigil Mechanism, for Directors and Employees of your Company, to report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct of the Company and to voice genuine concerns or grievances about unprofessional conduct without fear of reprisal. In order to provide a conducive, open and accountable place of work to its employees, the Board has formulated Whistle Blower Policy to provide a forum to the employees for timely reporting of serious concerns with any aspect of Company’s work. Adequate safeguards are provided against victimization to those who avail of the mechanism and under the policy and direct access to the Chairperson of the Audit Committee is provided to them. The Vigil Mechanism and Whistle Blower Policy are also available on the website of the Company i.e. www.mahanagargas.com/investors/Policies.aspx.

25) Dividend Distribution Policy

The Company has, in compliance with SEBI Listing Regulations, formulated a Dividend Distribution Policy. Objective of this policy is to provide the dividend distribution framework to the Stakeholders of the Company and it sets out various internal and external factors which shall be considered by the Board in determining the dividend payout.

The policy is annexed as Annexure III to this report and is also available on the website of the Company i.e. www.mahanagargas.com.

26) Audit Committee

The details pertaining to the composition of the Audit Committee along with dates of meetings, attendance and Terms of Reference has been disclosed in the Corporate Governance Report, which is a part of the Annual Report.

27) Nomination and Remuneration Committee

The Company’s policy on directors’ appointment and remuneration along with dates of meetings, attendance, Terms of Reference and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of Annual Report. https://www.mahanagargas.com/UploadedFiles/_MGL-Nomination_and_Remuneration_Policy_329e2e5b7e.pdf

28) Stakeholders Relationship Committee

The purpose of Stakeholders Relationship Committee is to consider and resolve the grievances of security holders The Terms of reference has been disclosed in the Corporate Governance Report, which is a part of the Annual Report.

29) Corporate Social Responsibility

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a CSR Policy signifying the activities to be undertaken by the Company, which has been approved by the Board.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. For other details regarding CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The policy is available on https://mahanagargas.com/investors/Policies.aspx

In accordance with the vision of the Company, its CSR initiatives focuses towards environment protection, education development of healthy and enlightened citizens, social upliftment and sustainable community development through its service, conduct and social initiatives.

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

Your Company is committed towards providing a work environment that is professional and mature, free from enmity and one that reinforces our value of integrity that includes respect for the individual. Pursuant to the same, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The members of this committee comprises of representatives from the Company and external experts/NGOs.

During the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, 2 (two) separate complaints addressed to the Grievance Handling Officer were forwarded to ICC. The ICC, after hearing both the complainants and respondent, concluded that the complaint was a case of office grievance and not a complaint of Sexual harassment.

31) Extract of Annual Return

As per the requirements of Section 92(3) of the Act, the extract of the annual return is given in Annexure V in the prescribed Form No. MGT-9, which is a part of the Annual Report.

32) Particulars of Employees

Disclosures with respect to the remuneration of Directors and employees with regard to the ratio of remuneration of each director to the median of employees remuneration as required under Section 197 (12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure VI to the Annual Report.

There are no employees drawing remuneration of Rupees One Crore and Two Lakhs or more, or posted for part of the year and in receipt of Rupees Eight Lakhs and Fifty Thousand or more a month under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“said rules”).

33) Deposits

During the year under review, the Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2018, there were no deposits which were unpaid or unclaimed and due for repayment, hence, there has been no default in repayment of deposits or payment of interest thereon during the year.

34) Awards and Recognitions

Your Company has been a proud recipient of the following Awards and Recognitions during the year under review:

I. Won the Golden Globe Tigers Award 2017 under the category of Support and improvement in Quality of Education.

II. Won the CSR Leadership Summit & Awards under the category of Best CSR practices for Children Welfare.

III. Won the National CSR Leadership Congress & Awards under the category of Best CSR Impact Initiatives (World CSR Day) 2017.

IV. Won the Middle East CSR Leadership Awards 2017 for Support and Improvement In Quality of Education.

V. Won the Social Change Award under the category of Animal Welfare.

VI. Won the Innov Award 2017 for outstanding achievement in CSR.

35) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Your Company determinedly makes all efforts to conserve energy across all its operations. Information on conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be disclosed pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is given in Annexure VII to this Report.

36) Acknowledgement

The Board of Directors wishes to place on record their deep sense of gratitude to the Ministry of Petroleum & Natural Gas, Government of India, Petroleum & Natural Gas Regulatory Board, Government of Maharashtra (GOM), Municipal Corporations of Greater Mumbai, Navi Mumbai, Thane, Mira-Bhayander, Kalyan-Dombivali, Raigad, other State and Central Government Authorities, Mumbai Metropolitan Regional Development Authority (MMRDA), Maharashtra Industrial

Development Corporation (MIDC), Police and Fire Brigade Authorities, Bankers, Contractors, Consultants, Consumers and Local Citizens for their whole hearted support and co-operation. The Board wishes to especially thank and acknowledge the valuable guidance and support received from time to time from its Stakeholders - GAIL (India) Limited, Shell Group and GOM for their support. The Board of Directors expresses their deep appreciation for the commitment and dedication put in by every employee of the Company resulting in excellent results and achievement of your Company.

For and on behalf of the Board of Directors

Place : Mumbai (Akhil Mehrotra)

Date : July 31, 2018 Chairman

---

Mar 31, 2017

To,

The Members,

The Directors are pleased to present you the Twenty Second Annual Report of the Company (MGL) together with the Audited Statements of Accounts for the year ended on March 31, 2017.

1. FINANCIAL PERFORMANCE

Your Company registered a turnover of Rs.2,239 Crores during the financial year 2016-17. The Profit after Tax is Rs.394 Crores for the financial year 2016-17 as compared to Rs.311 Crores for the financial year 2015-16.

The Financial results for the financial year ended March 31, 2017 are summarized below:

PARTICULARS	F.Y. 2016-17 Rs.in Crores	F.Y. 2015-16 Rs.in Crores
a. Revenue from Operations	2,239	2,285
b. Other Income	53	47
c. Profit before Depreciation and Finance cost	697	557
d. Depreciation and Amortisation Expenses	95	83
e. Finance cost	1	2
f. Profit before Tax (PBT) [c-d-e]	601	472
g. Income Tax	207	161
h. Profit after Tax (PAT) for the year [f-g]	394	311
i. Other Comprehensive Income	(1)	2
j. Total Comprehensive Income [h i]	393	313
k. Balance of Profit for earlier years	1,631	1,506
l. Adjustment on conversion of 9% Unsecured Compulsorily Convertible Debentures into Equity Shares	(1)	-
m. Balance Available for appropriation (j k-l)	2,023	1,819
Appropriations :
n. Dividend Paid Final - FY 2014-15 Final - FY 2015-16 Interim - FY 2016-17	- 156 78	156 - -
o. Tax on Dividend	48	32
p. Total Appropriations (n o)	282	188
q. Balance of profit carried in Balance Sheet [m-p]	1,741	1,631
Earnings Per Share (Face value of Rs.10.00 each) - Basic and Diluted (Rs.)	39.83	31.47

2. APPROPRIATIONS DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs.11.00 per equity share of face value of Rs.10.00 each for the financial Year 2016-17, subject to the approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors, in its meeting held on February 11, 2017 declared an interim dividend of Rs.8.00 per equity share for the financial year 2016-17 and the same has been paid to all the eligible shareholders as on record date i.e. February 20, 2017.

The total dividend for the financial year ended March 31, 2017, would accordingly shall be Rs.19.00 per equity share (normal dividend of Rs.12.50 and special dividend of Rs.6.50) of face value Rs.10.00 each as against the dividend of Rs.17.50 per equity share (which included special dividend of Rs.7.50 per share) for the financial year ended March 31, 2016.

3. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain class of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014. Accordingly, your Company has adopted Indian Accounting Standards (Ind AS) with effect from April 01, 2016, with a transition date of April 01, 2015. Previous years’ figures have been restated and audited by the Statutory Auditors of the Company.

4. CHANGES IN SHARE CAPITAL

During the year under review, 94,36,178 Compulsorily Convertible Debentures issued to the Government of Maharashtra has been converted into 94,36,178 Equity shares of face value of Rs.10.00 each pursuant to terms of the issue.

Consequent to the above, the issued, subscribed and paid up capital of the Company as on March 31, 2017 stood at 98,77,77,780 consisting of 9,87,77,778 equity shares of Rs.10.00 each.

5. STATE OF COMPANY’S AFFAIRS

Your Company’s growth is on fast track and is poised for scaling newer heights, in its chosen areas of operations. A brief summary of the operations of the company is provided in the Management Discussion & Analysis section forming part of the Annual Report.

Return on Capital Employed has increased from 18.70% in FY 2015-16 to 21.97% in FY 2016-17 signifying sound return on investment.

6. INITIAL PUBLIC OFFER

Your Company got successfully listed on the BSE Limited and National Stock Exchange of India Limited on July 01, 2016. The stake of the promoters, GAIL (India) Limited and BG Asia Pacific Holdings Pte Limited (ultimately owned by Shell Group) reduced to 32.50% pursuant to Offer for Sale in the IPO. During IPO process, Government of Maharashtra has acquired additional 9.5% stake and currently, is holding 10% stake in the Company and balance 25% stake is held by the public.

7. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of your Company has constituted the CSR Committee to help your Company to frame, monitor and execute the CSR activities of your Company under its CSR scope. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company.

The Board of Directors of your Company has further approved the CSR Policy of your Company to provide a guideline for CSR activities of your Company. The CSR Policy is also uploaded on your Company’s website at https://www.mahanagargas.com/investors/Policies.aspx

The Composition of CSR Committee is mentioned in the Corporate Governance Report forming part of Annual Report. Further Details required as per the provisions of the Companies Act, 2013 are attached to this report as Annexure -1.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) APPOINTMENTS

During the financial year 2016-17, Mrs. Radhika Haribhakti has been appointed as an Additional (Independent) Director on the Board of the Company with effect from March 05, 2017 and shall hold office upto the date of the ensuing Annual General Meeting of the company.

Based on the recommendation of Nomination and Remuneration Committee, Mr. Jainendar Kumar Jain was re-appointed as an Additional (Independent) Director on the Board of the Company with effect from March 05, 2017 and shall hold office upto the date of the ensuing Annual General Meeting of the company.

Your Company has received Notice under Section 160 of the Companies Act, 2013 together with requisite deposit from Mr. Jainendar Kumar Jain proposing his appointment as Independent Director on the Board of your Company and from a member proposing the candidature of Mrs. Radhika Haribhakti for appointment as Independent Director of the Company. Necessary resolution seeking approval of the members for appointment of Mr. Jainendar Kumar Jain and Mrs. Radhika Haribhakti as Independent Director(s) has been incorporated in the Notice of the ensuing Annual General Meeting. The Independent Directors have given the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The Board of Directors in its meeting held on February 11, 2017, re-appointed Ms. Susmita Sengupta as Whole Time Director designated as Technical Director for a period of one year with effect from February 11, 2017, subject to the approval of the Shareholders in the forthcoming Annual General Meeting. A separate proposal seeking approval of the Members for the reappointment of Ms. Susmita Sengupta as an Whole Time Director of your Company has been incorporated in the Notice of the ensuing Twenty-Second Annual General Meeting.

Brief profile of the directors proposed to be appointed/ re-appointed is annexed to the Notice convening Annual General Meeting.

b) CESSATION

Due to expiry of tenure, Dr. Basudeb Sen has ceased to act as Director on the Board of the Company with effect from March 05, 2017. The Board of Directors places on record the valuable contribution made by him to the growth of the Company, during his tenure as Director of the Company.

c) CHANGES IN THE BOARD OF DIRECTORS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY I.E. MARCH 31, 2017 AND THE DATE OF THIS REPORT

Dr. Ashutosh Karnatak and Mr. Apurva Chandra have resigned from the position of Directors w.e.f. May 27, 2017 and May 23, 2017 owing to withdrawal of their nomination by GAIL (India) Limited and Government of Maharashtra respectively. The Board of Directors places on record the valuable contribution made by them to the growth of the Company, during their tenure as Directors of the Company.

Mr. Virendra Nath Datt has been nominated by GAIL (India) Limited as its Nominee on the Board of your Company in place of Dr. Ashutosh Karnatak. Accordingly, the Board of Directors in its meeting held on May 26, 2017 approved appointment of Mr. Virendra Nath Datt as Additional Director with effect from May 28, 2017 and shall hold office upto the date of the ensuing Annual General Meeting of the Company.

Mr. Sunil Porwal, Additional Chief Secretary (Industries), has been nominated by Government of Maharashtra as its Nominee on the Board of your Company in place of Mr. Apurva Chandra. Accordingly, the Board of Directors in its meeting held on May 26, 2017 approved appointment of Mr. Sunil Porwal as Additional Director with effect from May 26, 2017 and shall hold office upto the date of the ensuing Annual General Meeting of the Company.

In terms of Articles of Association of the Company, the Chairman of the Company is to be nominated by the Promoters, on a rotational basis for a period of two years. Accordingly, the tenure of the Chairman nominated by GAIL (India) Limited expired on May 27, 2017. Consequently, Mr. Akhil Mehrotra, Nominee of BG Asia Pacific Holdings Pte. Limited on the Board of the Company, has been elected as Chairman of your Company with effect from May 28, 2017 for a period of two years.

d) RETIREMENT BY ROTATION

In terms of Section 152(6) of the Companies Act, 2013 and Article 35 of the Articles of Association of your Company, Mr. Akhil Mehrotra, Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. In the opinion of your Directors, Mr. Akhil Mehrotra has requisite qualifications and experience and therefore, your Directors recommend his re-appointment at the ensuring Annual General Meeting.

9. PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board’s report (Annexure - II).

There are no employees who are posted in India throughout the financial year and in receipt of a remuneration of Rupees One Crore and Two Lakhs or more, or posted for part of the year and in receipt of Rupees Eight Lakhs and Fifty Thousand or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

10. BOARD MEETINGS DURING THE FINANCIAL YEAR 2016 -2017

The Board of Directors met 6 (Six) times in the Financial Year 2016-17. The details pertaining to the composition, terms of reference, attendances etc. of the Board of Directors of your Company are given in the Report on Corporate Governance section forming part of this Annual Report.

11. DIRECTORS’ RESPONSIBILITY STATEMENT :

In pursuance of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors of the Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. CORPORATE GOVERNANCE AND SHAREHOLDERS’ INFORMATION

Your Company is committed to maintain the highest standards of Corporate Governance. Your Company continues to be compliant with the requirements of Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

A Report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. A certificate from the Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance, as stipulated in the Listing Regulations forms part of the Annual Report.

13. BUSINESS RESPONSIBILITY REPORT

Report on Business Responsibility as stipulated under the Listing Regulations and any other applicable law for the time being in force describing the initiatives taken by the Management from an environmental, social and governance perspective forms part of this Annual Report.

14. EXTRACT OF ANNUAL RETURN

Extract of Annual Return as prescribed under sub -section (3) of Section 92 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form MGT - 9 has been annexed to this Report as Annexure - III.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy to determine materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors is available on your Company’s website at https://www.mahanagargas. com/investors/Policies.aspx

During the financial year 2016-17, your Company has not entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013.

However, your Company has entered into transaction with parties which falls in the definition of “Related Parties” defined under Listing Regulations. Details of transactions with related parties are as set out in Note No. 32.3 of the Notes to Accounts, forming part of this Annual Report.

16. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitment affecting the financial position of the Company occurred between the end of the financial year i.e March 31, 2017 and the date of this report.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material orders passed by the Courts or tribunals impacting the going concern status and the Company’s operation in future.

18. DEPOSITS

The Company has not accepted any deposits pursuant to provisions of the Companies Act, 2013 and rules made thereunder.

19. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 stating that they meet with the criteria of their Independence laid down in Section 149(6) and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. AUDIT COMMITTEE

Details regarding the constitution, re-constitution of the Audit Committee as per the provisions of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the dates of Meeting and the Terms of Reference have been entailed in the Report on Corporate Governance.

21. STAKEHOLDERS RELATIONSHIP COMMITTEE

Details regarding the constitution, re-constitution of the Stakeholders’ Relationship Committee as per the provisions of Companies Act, 2013 along with the dates of Meeting and the Terms of Reference have been entailed in the Report on Corporate Governance.

22. NOMINATION AND REMUNERATION COMMITTEE

Details regarding the constitution, re-constitution of the Nomination and Remuneration Committee (NRC) as per the provisions of Companies Act, 2013 along with the dates of Meeting and the Terms of Reference have been entailed in the Report on Corporate Governance. The Company follows a policy on remuneration of Directors and Senior Management Employees. Details of the same are given in the Report on Corporate Governance and is available on the website at https://www.mahanagargas. com/UploadedFiles/_MGL-Nomination_and_ Remuneration_Policy_329e2e5b7e.pdf.

23. STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, an audit firm can hold office as statutory auditor for two terms of five consecutive years i.e. for a maximum period of ten years. Further, as per the provisions of the Companies Act, 2013, Company is required to comply with these provisions within three years from the commencement of the Companies Act, 2013. Accordingly, as per the aforesaid provisions, M/s. Deloitte Haskin and Sells (DHS), Chartered Accountants, have served the requisite period as Statutory Auditors of the Company and shall not be eligible for further re-appointment as Statutory Auditors on conclusion of their term at the ensuing 22^nd Annual General Meeting of the Company.

The Board of Directors at its Meeting held on May 26, 2017 recommended appointment of M/s. S R B C & Co. LLP, Chartered Accountants, having Registration No. 324982E/E300003 as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the forthcoming 22^nd Annual General Meeting until the conclusion of the 27^th Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting.

In this regard, your Company has received a certificate from the auditors to the effect that if they are appointed, it would be in accordance with the provisions of Companies Act, 2013.

24. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. Mehta & Mehta, Practicing Company Secretaries, for conducting Secretarial Audit of the Company and accordingly the said firm carried out Secretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith as Annexure - IV to this Report.

25. COST AUDITOR

M/s. Dhananjay V. Joshi & Associates, Cost Auditors, were appointed as Cost Auditor for the audit of cost records maintained by the Company for the financial year ended March 31, 2016. The Cost Audit Report was filed by the Cost Auditors on September 16, 2016 within the due date. In respect of the Financial Year ended on March 31, 2017, M/s. Dhananjay V. Joshi & Associates, Cost Auditors, were re-appointed. The due date for filing the Cost Audit Report is September 27, 2017 (within 180 days from the end of financial year).

26. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and in compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The Board of Directors have laid down the manner for carrying out an annual evaluation of its own performance, its various Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. These guidelines were further revised by the Board based on the Guidance Note issued by SEBI.

The Nomination and Remuneration Committee (NRC) in its meeting held on February 11, 2017, designated Mr. Arun Balakrishnan, the Chairman of NRC as the Lead Director for discussing and soliciting the views of the group and summarizing the collective views in the questionnaire for the purpose of performance evaluation for the financial year 2016-2017. The Independent Directors in its separate meeting prepared a report on performance evaluation of Individual Directors (including Chairperson, independent and non-independent directors), Board as a whole and Board Committees and submitted it to the Chairman for perusal.

27. VIGIL MECHANISM

In compliance with requirements of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and as per Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board of Directors at its meeting held on March 26, 2015 approved the establishment of Vigil Mechanism to ensure that appropriate systems and procedures to curb opportunities for any sort of corrupt and unethical practices are in place.

This vigilance directive aims to set-out a structured, efficient and effective vigilance mechanism in the organization to cover both preventive and punitive approaches in this regard. The policy on Company’s Vigil Mechanism may be accessed on the Company’s website at the link https://www.mahanagargas.com/investors/ Policies.aspx.

28. DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy and the same has been approved by the Board of Directors on February 11, 2017 which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The Dividend Distribution Policy is annexed hereto as Annexure - V and has also been disclosed on the Company’s website.

29. CHANGES IN ARTICLE OF ASSOCIATION OF THE COMPANY

The Shareholders in its 21^st Annual General Meeting held on September 26, 2016 approved and adopted new set of Articles of Association of the Company.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company had constituted an Internal Complaints Committee in compliance with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The members of this committee include representatives from the Company and external experts/NGOs.

Your Directors further state that during the year under review, there were no cases filed pursuant to the provisions of the said Act.

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

The information in accordance with the provisions of Section 134(3)(m) and Rule 8 of Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - VI.

32. APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation and sincere thanks to the Ministry of Petroleum & Natural Gas, Government of India, Petroleum & Natural Gas Regulatory Board, Government of Maharashtra (GOM), Municipal Corporations of Greater Mumbai, Navi Mumbai, Thane, Mira-Bhayander, Kalyan-Dombivali, Raigad, other State and Central Government Authorities, Mumbai Metropolitan Regional Development Authority (MMRDA), Maharashtra Industrial Development Corporation (MIDC), Police and Fire Brigade Authorities, Bankers, Contractors, Consultants, Consumers and Local Citizens for their whole hearted support and co-operation. The Board also records their appreciation to its Stakeholders - GAIL (India) Limited, Shell Group and GOM for their support and to the employees of the Company for their devotion, dedication and hard work for efficient operations and implementation of projects while maintaining momentum of your Company’s growth.

For and on behalf of the Board of Directors

Place: Mumbai (Akhil Mehrotra)

Date: August 09, 2017 Chairman

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Mar 31, 2016

To,

The Members,

The Directors are pleased to present you the Twenty First Annual Report of the Company (MGL) together with the Audited Statements of Accounts for the year ended March 31, 2016.

1. Financial Performance

Your Company registered a turnover of Rs,2,079 Crores during the year 2015-16. The Profit after Tax is Rs,309 Crores for the year 2015-16 as compared to Rs,301 Crores for the year 2014-15.

The Financial results for the year ended March 31, 2016 are summarized below:

Particulars	FY 2015 - 16 Rs, in Crores	FY 2014 -15 Rs, in Crores
Net Revenue (Operating)	2,079	2,095
Other Income	43	41
Profit before Interest and Depreciation	556	530
Interest	3	1
Depreciation	84	80
Profit before Tax (PBT)	469	449
Provision for Tax	160	148
Profit after Tax (PAT)	309	301
Balance of Profit for earlier years	1,106	995
On account of change in estimated useful life in case of certain assets, depreciation adjusted as per Companies Act, 2013 [net of tax]	-	(2)
Balance available for appropriation	1,415	1,294
Appropriation
Proposed Dividend on Equity Shares	156	156
Tax on Dividend	32	32
Balance of profit carried to Balance Sheet	1,227	1,106
Total Appropriations	1,415	1,294
Earnings Per Share (Face value of ''10/- each)
Basic (Rs,)	34.55	33.69
Diluted (Rs,)	31.36	30.54

Building trust of promoters - presentation of dividend cherubs to GAIL (I) Ltd., BG India Ltd., and Government of Maharashtra

Net worth per share has increased from Rs,157.54 in 2014-15 to Rs,171.03 in 2015-16 signifying sound return on investment coupled with sizeable amount of profit ploughed back into the business.

2. Appropriations Dividend

- In the previous year, a dividend of Rs,17.50 per equity share on face value of Rs,10/- each (which included special dividend of Rs,7.50 per share) was paid. For the financial year ended March 31, 2016, your Directors are pleased to recommend a dividend of Rs,17.50 per equity share (i.e. normal dividend of Rs,10 per share and special dividend is Rs,7.50 per share) on 89341600 equity shares of Rs,10/- each (175% on the paid up value of each share).

- The payment of dividend, after your approval at the forthcoming Annual General Meeting, will be made in accordance with the regulations applicable at that time.

3. State of Company''s Affairs

Your Company''s growth is on fast track and is poised for scaling newer heights, in its chosen areas of operations. A brief summary of the operations of the Company is provided in the Management Discussion & Analysis section forming part of this report.

4. Management Discussion & Analysis

(a) Operations and Business performance:

Mumbai is a densely populated and a congested city. Building infrastructure in the city has always been a challenge for your Company. Furthermore, as compared to other utilities whose infrastructure is already laid in the limited corridors available, City Gas Distribution (CGD) has the "last mover” disadvantage in Mumbai.

The Company has successfully continued scaling up of the infrastructure during the year under review in its authorized areas of operation of Greater Mumbai (GA1) and Thane city & other adjoining areas (GA2). The Company is also rapidly spreading it''s distribution infrastructure and connecting consumers in the suburban areas of Kalyan-Dombivli, Ambernath-Badlapur, Ulhasnagar, Bhiwandi, Panvel, Kharghar and Taloja which are also within your Company''s authorized Geographical Area.The PNGRB in its CGD bidding round - IV authorized your Company to lay, build, expand and operate CGD network in Raigarh District in Maharashtra.

Growth has been maintained despite encountering complexities due to development of infrastructure by various other entities / authorities, limited construction window period of about six months due to monsoons and complex web of statutory permissions from multiple authorities to build CGD infrastructure.

The table below shows growth achieved by the Company:

Sr No	Particulars	Addition for the Year 2015-16		Cumulative upto March 31, 2016
A.	Piped Natural Gas
	Household Consumers Connected	Nos	60,978	8,62,299
B.	| Compressed Natural Gas |
	Outlets / Stations	Nos	9	188
	Dispensing Points	Nos	66	1,031
	Compression Capacity	Kgs/ day	1,05,000	26,13,800
	Vehicles Converted to CNG	Nos	49,220	4,70,478
C.	| Pipelines laid |
	Steel	Kms	12	415
	Polyethylene	Kms	208	4,232

Continuous additions to the number of domestic connections and vehicles converted to CNG have ensured that your Company is one of the most prominent CGD companies in India in terms of consumer base.

The average gas sales volume of your Company during the financial year 2015-16 increased to 2.43 MMSCM per day registering a growth of over 2% during the previous fiscal year. The highest daily gas sale volume has reached a peak of 2.76 MMSCM per day during the year.

During the year 2015-16, your Company has made substantial investments in network expansion in its existing areas of operations of laying, building and developing CGD infrastructure in the authorized areas.

During the year 2015-16, apart from domestic connections, your Company has also made progress in adding new Commercial and Industrial consumers.

The average CNG sale during the financial year 2015-16 increased to 12.70 Lakhs Kg per day registering growth of about 4% over the previous fiscal year. The peak daily sale of CNG reached 14.69 Lakhs Kg per day during the year. The growth in demand for CNG is expected to continue and your Company is preparing to seize this opportunity by significantly investing further in the CNG infrastructure in the city of Mumbai and adjoining authorized areas during the next fiscal year.

Highlights of performance and initiatives taken up during the year are as follows:

1. Day to day efficiency in gas sourcing, supply management, fund management and operations undertaken by your Company led to an overall control on costs.

2. Your Company has successfully completed re-certification of OHSAS 18001:2007 & ISO14001:2004

- Environmental Management System.

3. Your Company received 2nd Pt. Madan Mohan Malviya Award (Silver Award) for Best CSR Practices in Education, 2015 for our project ''MGL Unnati¹, 5th annual Greentech CSR Award in the Gold Category in CGD sector for outstanding achievement in Corporate Social Responsibility, Rashtra Vibhushan Award, 2015 in Gold category in social development for its outstanding contribution for National Economic and Social Development, Golden Peacock Award for Corporate Social Responsibility, 2015.

4. Your Company signed term Degasified Liquefied Natural Gas (RLNG) contract (0.15 Firm 0.15 Fall back) for gas supplies commencing effectively from January 01, 2016 and the term is valid till December 31, 2016. Firm RLNG would help security of gas supplies to your Company and reduce its dependence on Spot RLNG having high volatility of prices.

5. Your Company has signed MoU with FuelmyGaddi. com (FMG). It provides CNG fueling solution for private CNG cars owners. Under this new initiative, FMG drivers will pick up subscriber''s CNG car in the night, ferry it to the nearest CNG pump, fill it with CNG and park the car back at subscriber''s premises the next morning.

6. Your Company launched user friendly MGL Connect Mobile App for its Domestic PNG and CNG consumers.

7. Your Company successfully implemented new Web and Mobile GIS application - ''my World ‘for all GIS users.

(b) Development in Gas Sourcing and Pricing:

According to the "New Domestic Natural Gas Pricing Guidelines, 2014" dated October 25, 2014 notified by Government of India (GoI), in addition to providing clarity on domestic Natural Gas Pricing, moderated domestic natural gas prices in line with the international trends which helped in maintaining competitiveness of CNG (transport) and PNG (domestic) supplied by your Company against competing liquid fuels.

(Maharashtra) authorized by the PNGRB with 300 months of infrastructure exclusivity and 60 months of marketing exclusivity commencing w.e.f April 01, 2015.

The decision of the Government of India (GoI) allowing supply of domestic gas upto 110% of domestic gas allocation for CNG (transport) and PNG (domestic) segments of your Company is immensely helpful in maintaining competitiveness of CNG and PNG against competing alternate fuels. This dispensation of the GoI would enable your Company to meet fluctuation in demand and cater to most of the incremental demand in these segments from domestic gas supplies.

The ability to source market priced gas from all major sources through physical connectivity with GAIL''s Dahej-Uran pipeline network and the large demand potential in the existing authorized areas of your Company, provides a tremendous scope for growth.

Also, your Company has entered into /renewed framework agreements for Spot RLNG with suppliers available in market to source Spot RLNG in a competitive manner, to cater to daily and seasonal fluctuations in gas demand and quantities required over and above total of domestic gas allocations and firm RLNG supplies. Spot RLNG prices (delivered) fluctuated considerably during the year from low of about US$ 5.87/ MMBTU to a high of US$ 9.61 / MMBTU. Your Company successfully maintained its overall gross margins in all segments in spite of considerable fluctuation in gas costs by effective implementation of a comprehensive gas sales pricing policy.

(c) Opportunities and Challenges:

Your Company is in process of expanding the CGD network in the Geographic Area of Raigarh District

Hon''ble Supreme Court in its judgment dated July 01, 2015 declared, Regulations pertaining to determination of network tariff for city or local gas distribution network and compression charge for CNG, as ultra vires. Such verdict of Hon''ble Supreme Court provided respite and clarity about non applicability of retrospective impact of network tariff and compression charges, if any.

A challenge before your Company would be to roll out its CGD infrastructure in a time bound manner to meet its regulatory targets in newly authorized Raigarh district covering over 6800 Square Km area consisting of diverse topography of rocky terrain and forest land.

Another challenge before your Company would be to develop competitive skills to prepare for likely competition post exclusivity scenario in Mumbai and Greater Mumbai and Thane city & contiguous areas, retaining skilled manpower and developing more number of vendors and

competent contractors. To address such challenges, your Company is focusing on upgrading its robust systems and processes, strengthening manpower & skill development.

Also, the outcome in the ongoing legal cases (i) in Hon''ble High Court of Delhi on natural gas marketing exclusivity in Mumbai and its Adjoining Areas (ii) in the APTEL between MGL & PNGRB, GAIL and ONGCL, on applicability of additional Transportation Tariff of ONGCL''s Uran Trombay Pipeline levied by GAIL may have an impact on your Company.

(d) Risk Management & Internal Control System:

MGL has established business risk management framework for identifying risks that may have a bearing on the organization''s objectives. Risks are evaluated on the basis of their impact and likelihood by Business Risk Review Group (BRR Group) consisting of senior executives of Company and are periodically reviewed by the Audit Committee and the Board.

The Business Risk Review Group assists the Audit Committee and the Board in its oversight of the Company''s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

MGL has put in place adequate internal Financial controls (IFC) commensurate with its size and nature of its business and in conformance to Companies Act and other applicable statutes. These have been thoroughly assessed (and augmented, where needed) through one of the renowned expert agencies (M/s E & Y) so as to ensure that such controls are operating effectively. Your management continuously exercises focus on strengthening its internal control processes through various initiatives such as setting tone from the top, awareness sessions as well as periodic review. These initiatives provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

Policies, standards and delegations of authority have been disseminated to senior management to cascade within their departments. Procedures to ensure conformance to the policies, standards and delegations of authority have been put in place covering all activities. Interdependencies of job responsibility ensure that there are joint discussions and requisite approvals before any commitment is made.

The internal audit activity is performed by a reputed external professional firm covering major business operations which ensures the effectiveness of existing processes, controls and compliances. This has been further augmented by introducing implementation review which is aimed at ensuring that the audit findings are tracked until closure. Internal audit reports along with management comments and action plan on recommendations as well as the findings of implementation review are presented to Audit Committee. Functioning of the auditing firm is overseen and facilitated by in-house dedicated personnel.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

A Strategic Management Group (SMG) consisting of Senior Executives undertake discussions and take joint decision on all major issues.

Your Company has witnessed smooth operation of SAP R/3 ERP system as well as IT systems during the year. Maximum uptime of IT Infrastructure, systems and services could be achieved without any loss-time of operation or information security incidents. The Company could upgrade the SAP to one of the latest technical platform - "Enhancement Pack 6” As a sequel to the technical upgrade business function activation was accomplished with an exclusively in-house effort for Financials where functionalities like Income Tax depreciation and report for past periods for foreign currency valuation were achieved. The mobility implementations were enhanced and applications like the customer application on Android witnessed growing popularity. To further streamline processes, a mobile application for the "Last Mile Connectivity” of domestic customers has been rolled out which resulted in recording activities of material consumption, move-in of the customer in SAP and payment to contractors without any time-lag and with a centralized operation.

In an Endeavour for a paperless office and enhancing controls, your organization has developed applications for safety incident tracking and automating training records for contract engineers and plumbers.

Supervisory Control and Data Acquisition (SCADA) has been implemented to have remote control of select installations.

(e) Health, Safety, Security & Environment (HSS&E): Safety

Your Company is in the business of supplying Piped and Compressed Natural Gas that is environment friendly and safe. To facilitate this, your Company constructs and operates pipelines in the city of Mumbai and its adjoining towns. Whilst doing this, your Company adheres to high standards of Health, Safety, Environment and Security and as the Company believes that ''Outstanding Business Performance requires Outstanding HSS&E Performance''. Your Company complies with all legal and statutory requirements applicable to its operations as a minimum standard and aspires to attain recognized world class performance.

Your Company is accredited to OHSAS 18001:2007 for Occupational Health & Safety Management system, ISO 14001 for Environment Management System and ISO 9001:2008 for Quality Management System which are being audited regularly at par with international requirements.

Your Company is committed to the health and safety of all its employees, the employees of our contractors and other stakeholders who may be affected by the Company''s

operations. Your Company considers its contractors as business partners and expects them to adhere to the Company''s HSSE standards. Coaching and assistance is provided to the business partners as and when required.

As a part of your Company''s drive for continuous improvement in safety, various steps have been undertaken to raise general awareness in the relevant community and operating environment such as PNG awareness campaign in residential societies, MGL Emergency Management Systems awareness for local Fire Brigade offices, District Disaster Management Cells, Police personnel in various police stations, CNG awareness campaign at various auto stands, B.E.S.T. depots and gas safety awareness programs in public schools. A campaign on "Life Saver Excellence" with a series of workshops has been conducted across the Company in different districts to raise HSE awareness among employees and contractors.

Your Company has taken very good steps in "Occupational Safety "excellence with the relentless implementation of Petzl System for Work at Height activities especially for Riser installation at project sites, continuous improvement in the Compliance to MGL Lifesavers, implementation of Safety Technical Competency training policy-"NO STC NO WORK" and CNG filling policy- "NO Metal Plate NO Gas". Your Company has implemented Online Action Tracking System to evaluate and close out the recommendations related to the incidents and Senior Management Audits in a methodical way. Your Company in future is going to implement E - permit system and Defensive Driving Management system. Your Company has an Emergency Control Room with toll Free number 1800 22 99 44 which is available 24 Hours, 365 days a year. Besides this "Dial-before-Dig" a continuous pipeline surveillance and mapping of entire pipeline network on Geographical Information System (GIS) also contribute to safe working environment.

Your Company also expects all of its employees and contractors to report near miss and hazards which are then investigated and lessons learnt are shared with all concerned. Your Company also takes cognizance of the lessons learnt from other oil and gas companies across the world. To further inculcate safe driving behaviors, in addition to Vehicle Tracking System (VTS), your Company conducts Defensive Driving Training (DDT) for all drivers and helpers of vehicles plying within the organization namely Light commercial Vehicles (LCV) carrying CNG, pool vehicles, and Master Control Center (MCC) / Emergency vehicles. Your Company has imparted

DDT training to more than 600 contractors'' drivers and patrolmen driving bikes associated with MGL.

Your Company has a well-built Fire Management System in place in compliance with all national standards. A competent firefighting workforce has been deployed at all city Gate Stations (CGS) and MGL offices to combat any potential fire emergency. The Fire Management System has been scrutinized by an external third party agency of international repute validating the effectiveness of the system.

A series of mock drills were conducted in the presence and association with the Mutual Aid Response Group (MARG) members to demonstrate the MGL Emergency Response and Disaster Management Plan (ERDMP) and learn from the inputs of the MARG members for continual improvement.

Security

Security management as an independent support process in your Company evolved to provide physical security assurance mechanism to its business. Ever-changing business dynamics, continual maneuver in socio-economic scenario with rapid increase in threat perspective & swift business expansion of your Company engaged the security team to carry out thorough reassessment of the Company''s security management processes through risk assessment & reviews, specially focusing on protection of critical assets with enriched focus on pipeline network and physical security support to key processes. Your Company has responded positively to changing security challenges by evolving and adopting effective security mechanism and programs into its overall business operations.

Security process sustainability of your Company is continuously put to test through continuous feedback from other functions followed by review of security process and thereafter implementing the result of such reviews. These reviews include risk and vulnerability assessments, threat appreciation, access control mechanism, security awareness training, incident management drills and exercises. Your Company Security Management System is being audited periodically by reputed third party agencies for identifying its areas of improvement.

In order to match with enthusiastic business expansion coupled rapidly diversifying security threats, security as a function graduated from basic guarding function to three distinct verticals - Surveillance Assurance, Asset Protection & Security Support; each complementing & reinforcing each other. Surveillance assurance process was augmented by bringing in quantum improvements in CCTV coverage by incorporating all Company owned CNG Retail Outlets in its CCTV network. An ''App-based Surveillance Mechanism System'' for monitoring Patrolmen activities is in the pipeline for implementation. Implementation of this project will provide real time data related to pipeline surveillance. Steps are also on to incorporate security guards of housing societies and other people residing in the vicinity of gas pipelines for gaining information about pipeline through implementation of incentive driven plans. In order to achieve the desired results in security assurance process, a state of the art ''Security Control Room'' for continuous surveillance of Pipeline, VTS monitoring, monitoring patrolmen activities, remote monitoring of DRS & continuous surveillance of all asset locations & major offices is planned.

The year saw new initiative in Vigilance function. ''Vigilance Mechanism'' of the Company was approved and implemented in the Company. A definite mechanism is at present in place to deal with matters related to fraud & unethical practices.

The ultimate goal of the Security Management System in MGL is to achieve effective security performance. Key emphasis of the Security Management System is to provide uniform security standards across your Company so as to make the security practices proactive rather than relying on reactive mechanisms.

Environment

The Environment is both a brand image as well as a core area of focus for your Company. In addition to the process and procedures, your Company has in place, to meet the requirements of ISO-14001 accreditation, every year your Company celebrates World Environment Day wherein the employees rededicate themselves to protect the environment and promote the benefits of natural gas to improve the environment through public awareness campaigns. Towards environment compliance, a new initiative of landscaping and Greenland development work has also been completed at CGS Abernathy. Your Company has installed solar panels in Administration Building to reduce collective dependence on electricity. Also use of CFL lights and gas generators working on natural gas at Offices and CGS saves significant amount of electricity and combat greenhouse gases emissions. Your

Imbibing environment awareness in young minds

Company is also planning to implement upgraded EMS standard of ISO14001:2015.

(f) Project Monitoring:

Corporate Project Monitoring Cell (CPMC) is always in an earnest Endeavour to improve upon project monitoring. Web based module designed for capturing and display of performance of key milestones is further advanced to assist execution departments in figuring out the areas of concern and underutilization of already laid infrastructure. The system has also benefitted the Company to improve upon the accuracy and timely submission of requisite information to stakeholders and regulators.

Further in its ever Endeavour to improve upon the projects operation and monitoring, CPMC has gone ahead with the initiative of developing new "System Based Modules", essentially very effective facilitating and monitoring tools. These new modules are:

- Last Mile Connectivity (LMC) mobility Application:

On adopting this application, MGL could ensure on time recording of Customers conversion date, validation of Meter serial Number and genuineness of reporting of the House Locked cases.

- Work at Height (WAH) - PTW Application: This application is at present under trial in the areas of Mira-Bhayender and Kandivali. This system may curb the delay in work permit issuance and idling of resources at sites which in turn may enhance the productivity and safety at site.

(g) Asset Integrity:

Your Company has been assessed and registered as complying with the requirements of PNGRB Notification on Integrity Management System (IMS) for City or Local Natural Gas, Distribution Network (CGD regulation - 2013). For upgrading the technical competencies of your engineering and technical personnel, e-learning modules comprising animation films have been developed and made available through intranet. This has enabled ready access to acquiring and upgrading correct knowledge and skill to employees.

(h) Future Outlook:

Your Company has established its operations in one of the largest metro city of India. The ever expanding customer base coupled with large unnerved population provides a strong growth opportunity. Over the next five years, your Company would focus on increasing the penetration in the current authorized geographical area through higher number of domestic connections and more CNG stations along with expeditious rollout of CGD infrastructure in the newly authorized Aligarh district.

Your Company is continuously screening opportunity to enter into new markets by participation in the bids invited by PNGRB for implementation of the CGD network across the country in upcoming CGD bid rounds of the PNGRB. Also, your Company is exploring various opportunities for inorganic growth such as equity stakes in other existing CGD entities.

Your Company also plans for new initiatives of Hybrid CNG/ Diesel vehicles, CNG in two wheelers etc.

5. Automation, Information Technology, Metering and Customer Relationship Management Improvements:

(a) Automation and Information Technology:

Your Company has been successful in sustaining and enhancing its SCADA system across all the four City Gate Stations, 109 CNG stations and 3 Sectionalizing Valves (SV). Plans are in place and further work is in progress to cover an additional 60 CNG stations and 6 SVs.

With the successful experience of Data logger monitoring system at 30 District Regulating Stations (DRS), plans are in place for covering an additional number of 26 DRSs enabling your Company to further strengthen the safety of operations and provide improved services to your consumers in a more efficient manner.

Implementation of metering system in an existing District Regulating Station (DRS) and Automated Meter Reading (AMR) of the customers installed downstream of the DRS is being expedited by exploring suitable suppliers and vendors and detailed feasibility is being worked out in the first phase.

Your Company is also in the process of undertaking trials for the implementation of pre-paid metering system for domestic customers.

These initiatives shall render the capability for remote acquisition of Meter readings, detecting instances of Meter tampering and delivering an enhanced user experience thereby raising safety as well as revenue realization.

(b) Metering:

Efforts were continued to maintain domestic meter reading accuracy & efficiency by updating of customer master data as per meter readers'' feedback; continued cross-verification of at least 10% door lock images; providing list of non-functioning meters to O&M Department for replacement etc.

As way forward, following improvements to domestic meter reading android software are under implementation which would help minimize meter readers'' errors:

1. Logical grouping of standard meter reading codes.

2. Experience based enhancement of list of standard meter reading remarks.

3. Availability of standard codes and standard remarks in hindi devanagari script along with English.

The improvements would also involve provision to capture photographs of various situations prevailing in customers'' premises, which would facilitate back end analysis and identification of appropriate further actions.

In CNG daily report compilation, time & human effort saving was achieved by re-organizing formats of field data received from various sources.

(c) CRM:

The Interactive Voice Response System (IVRS) in the call center has been re-designed for increasing customer convenience with various automated self-help menus, and updated customer information / updates. Few of the Key Features incorporated are as follows -

1. Increased self-help options.

2. Easier navigation of menu.

3. Customers who wish to avail After Sales Services (Install / Remove Meter) get priority to speak to Customer Service Executive.

4. Data to be captured regarding callers who wish to report demolition of building so that they may be contacted later.

Our Customer Care Helpline (Call Center) has been relocated to CBD Belapur at the vendor''s location, having the following advantages -

1. The inbound call taking capability has been enhanced from 20 to 54 work stations. Scalability of additional work stations at a later date can be done very easily.

2. The Call Center operation is now operative 24x7.

3. Standardization of services by the BPO has enabled MGL to position its customer service as business differentiator in a competitive scenario leading to increase in brand value.

4. In the FY 15-16, there was an increase of 8.63% of registered customers. Subsequent to outsourcing of the call center activity, our call receiving capability increased by 7% month on month. As a result of this improvement the call abandon significantly reduced by 2.35% within a span of 8 months of commencement of operations.

Customer Awareness:

Keeping in mind the ever increasing customer expectations, the following Customer Awareness initiatives were taken to create Customer Delight -Know you PNG Bill:

- A bilingual document accompanying the PNG bill, explaining different aspects of the bill:

I. The 1st PNG Bill Insert explained calculation of the bill, importance of Actual Meter Reading, etc.

II. The 2nd PNG Bill Insert elaborates on the various charges/amount collected under each line item of the bill. This will be sent in the billing cycle commencing in September 2016.

- Both Inserts inform about customer friendly ways to provide Actual Meter Reading.

6. New Initiatives

Commercial Master Sale Agreement

There are several retail chain outlets operating in our geographical areas and we have been registering each of their outlets as and when there was a request from them. Considering the potential sales volume from such retail chain, we proposed to have a master agreement covering all their remaining outlets where they need the PNG supply. Accordingly, we successfully signed agreement with M/s Hard castle restaurants popularly known as ''McDonalds'' for 21 outlets and M/s Jubilant foods popularly known as ''Dominoes'' for 68 outlets all across our geographical areas for a volume off-take of ~28,000 SCMD. Further, we may sign off such agreements with Burger Kings and KFC.

Commercial ''A''

Commercial ''A'' segment is one of the promising segments amongst all the segments of PNG and CNG. We have focusing to have high penetration in this segment. In order to achieve the set target of gas volume in Commercial A category, we had planned to register 500 Commercial A customer in FY 15-16. We have exceeded the same by achieving 536 Nos for volume off-take of ~15,000 SCMD.

Reticulated Policy

Today, PNG has become preferred choice of cooking fuel irrespective of the consumer profile in Domestic segment. Prominent builders have always showcased PNG connection as one of the amenities to attract the potential buyers. To cater to this niche market, we have reticulated policy which is win-win proposition to builders, customers and MGL. The objective of this model was to develop the additional resources without compromising on the targets and also facilitate builders during the construction phase of project itself. We have already executed the agreements with leading as well as small projects for supplying PNG to over 7000 households and considering the response from the builders, it is estimated that we may sign off projects having additional 12000 households over a period of next six months.

Fuel My GAADI

With a saturated market of public transport in CNG, the promising segment left is private cars. The needs of this segment differ than that of the public transport segment for obvious reasons. Refueling time is a critical issue, which clashes with the refueling schedule of autos and taxis due to change in shift timings of the drivers. To ease the refueling issues for private car segment an out-of-the-box concept is being supported by MGL under the brand name ''Fuel my Gaadi''. This initiative is being taken for providing services of CNG car re-fuelling through third party agency during non-peak hours. The service provider offers hassles free CNG refilling service to private car customers by picking up car from customer''s residence during night hours and returning CNG refilled car at nominal charge.

Supply of PNG to MCGM Crematorium:

Of the 12 crematoriums provided by MCGCM under Phase

1, MGL has already laid the line up to the crematorium premise for 11 of the crematoriums and for the balance one case permission for laying is expected soon.

7. Quality Initiative

Your Company has successfully completed the periodic surveillance audit for ISO 9001:2008 Quality Management System by M/s. DNV in April 2015.

As a part of continual improvement, "Online Audit Management Module" for Quality Management System has been introduced. This is a paperless and green endeavor. This facilitates reporting, tracking & monitoring of Internal Quality Audits and field quality inspections. Your Company plans to transit from ISO 9001:2008 to ISO 9001:2015 new standard during its next re-certification audit.

8. Geographical Information System (GIS)

The Geographical Information System (GIS) established in the Company continues to be utilized to effectively manage network. The pipeline network laid/being laid is mapped in GIS on an ongoing basis which helps in regular monitoring, repair and maintenance on day to day basis as well as in the case of emergency.

The mobile GIS solution "my World" has been further enhanced by introducing the editing functionality which enables updating the mapping of the network even from field.

Network data quality improvement activities like field verification of the locations of Service Regulators, tallying the buildings data as well as completeness in the network mapping have been undertaken. This will ensure reliable information from GIS especially during planned outage and emergencies.

Improvements in GIS will benefit your Company, in contributing to monitoring and maintaining the pipeline network more proficiently.

9. Human Resources Development and Employee Relations

Your Company focus is in the most valuable asset "Human Resource" and has made all efforts to attract new talent as well as develop and enhance the skills of the existing talent pool. Organization restructuring for growth, revisiting HR policies, facilitating congenial and safe work environment and behavior based training programs were some of the initiatives undertaken by MGL during the year.

10 MGL specific modules for 100 users. Another initiative was taken to commission an Employee Opinion Survey for further enhancement of the organizational people processes.

In the areas of talent development and performance improvement processes; the blue print of leadership development plan and succession planning has been formed, which will support the organization in meeting its talent needs in time to come. Initiatives have also been taken to bring focus of performance to create a performance driven culture by modifying the existing performance system. Additionally, the skill enhancement has also been done through various training programs and workshops for employees across all the levels by arranging around 1800 man days of training workshops.

The organization has laid emphasis on human capital and their work life balance by implementing the flex time policy which is backed by technology for the purpose of monitoring and control. The policy is well received by the team and there was no loss of productivity. The organization has focused on enhancing HR capabilities by augmenting IT interphone in HR systems and processes. An annual training calendar with a focus on planned development activities was initiated and implemented.

As part of the new initiatives E-Learning was introduced for the first time in MGL with 20 behavioral modules and

There was also emphasis given to develop / draft the policies which were in existence but not documented and also to support the overall people development.

At the year end, your Company had 499 employees on its rolls; 49 employees were recruited during the year 2015-16. The attrition rate was around 6% for the Financial Year 2015-16.

10. Corporate Social Responsibility Policy

Mahan agar Gas Limited being a responsible corporate citizen has been continuously contributing in social investments primarily in the areas of Education, Skills Development, Health and Sanitation, Women empowerment and Environment protection.

''MGL Unnati, is an intervention designed with the objective to promote vertical socio-economic mobility through education. The project envisages coaching and mentoring of meritorious children of CNG auto, taxi and public transport bus drivers and other economically weaker sections enabling them to face competitive engineering entrance examination. Free coaching for a period of 11 months was extended to 20 students out of which 14 qualified in the IIT mains and 5 students got admission in IITs / NITs. Out of the 20 students trained under the initiative, 19 have got admissions in engineering colleges while one candidate has opted to undergo pilot training.

''MGL Hunar'' is an intervention in lines with Kaushal Bharat

- Kushal Bharat for imparting training on employment oriented trades to youths from underprivileged background. MGL associated with renowned vocational training institutes for imparting training in various skills to unemployed youths to make them self-reliant.

MGL has been supporting slum communities in their quest for seeking better prospects for future generations by adopting a community center for initiatives like supplementary education, nutrition, health, soft skills training, IT training and livelihoods related skills augmentation training to youths. It is also mentoring children from slum communities through sports to evolve positive attitude and sensitize them against the negative social practices like gender discrepancy, substance abuse, drug addiction, etc.

MGL has supported sterilization drive targeting stray animals with the objective of reduced man-animal conflict. Facilities and infrastructure has been created to support the sterilization program. Veterinary intensive care unit has been upgraded with modern machineries to treat diseased animals as an initiative towards animal welfare.

MGL has been reaching out to the less blessed, roofless and rootless children through its initiative ''MGL Komal Jivan''. MGL has adopted a multidimensional effort towards holistic development of such children who due to a complex mix of domestic, economic or social disruption find themselves in the streets and vulnerable to multitude of abuses. MGL has also extended support for air conditioning of Bai Jerbai Wadia Hospital a grade II-B heritage structure. MGL also extended support for training of ace shooter and an Olympic medal prospect Ms. Heena Sidhu.

MGL also partnered with various social institutions for empowering urban poor women for a dignified life through skill development and training and for providing relief to women in distress to encourage them to cope with difficult circumstances and situations. As community welfare initiative, MGL has also contributed towards psychological settlement, medical care and overall happiness of mentally challenged adults, for holistic development of children from marginalized communities.

The Company, in compliance with the provisions of the Companies Act, 2013 has constituted a Corporate Social Responsibility Committee with Mr. Santosh Kumar as its Chairman and Independent Director, Managing Director presently Mr. Rajeev Mathur as Member and Whole Time Director, Ms. Susmita Sengupta as Member. The Company has also placed details of Policy on the website of the Company. Further details required as per the provisions of the Companies Act, 2013 are attached to this report as Annexure - III.

11. Directors and Key Managerial Personnel

a) Appointments

During the financial year 2015-16, Mr. Akhil Mehrotra has been appointed as an Additional Director on the Board of the Company with effect from March 11, 2016 and shall hold office upto the date of the ensuing Annual General Meeting of the Company.

b) Cessation

Mr. Nitin Banerjee resigned from the position of Directors w.e.f. February 12, 2016. The Board of Directors places on record the valuable contribution made by him to the growth of the Company, during his tenure as Director of the Company.

c) Retirement by Rotation

The provisions of Section 152 (6) of the Companies Act, 2013 and Article 87 of the Articles of Association of the Company provide for retirement of rotation of the Directors of the Company. Accordingly, Dr. Ashutosh Karnatak retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Based on the recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment at the ensuing Annual General Meeting.

d) Particulars of Employees

The ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board''s report (Annexure - IV).

There are no employees who are posted in India throughout the financial year and in receipt of a remuneration of Rs,1 Crore and Rs,2 lakhs or more, or posted for part of the year and in receipt of Rs,8 lakhs and Rs,50,000 or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. Board Meetings During the Financial Year 2015 -2016

The Board of Directors met 6 (Six) times in the Financial Year 2015-16. The details of the Board meetings and the attendance of the Directors at the meetings are provided in the Report on Corporate Governance.

13. Directors'' Responsibility Statement

In pursuance of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors had selected such 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 at the end of the financial year and of the profit and loss of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis;

5. The Directors of the Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Corporate Governance & Shareholders'' Information

Your Company strongly believes in adherence with good and ethical governance practices to enable the management to direct and control the affairs of the Company in an efficient and effective manner. It believes in imbibing the good governance practices to ensure the maximization of value and goodwill for all the stakeholders of the Company. With that belief, though not applicable before listing, your Company voluntarily complied with the requirements of Regulation 17 and 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable to the listed Companies and has been complying with the aforesaid requirements of Corporate Governance post listing. A separate report on Corporate Governance has been annexed to the Annual Report.

15. Extract of Annual Return

Extract of Annual Return as prescribed under sub -Section (3) of Section 92 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form MGT - 9 has been annexed to this Report as Annexure - II.

16. Particulars of Contracts or Arrangements with Related Parties

There were no Related Party Transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of Section 188 of the Companies Act, 2013.

17. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report:

Company got successfully listed on the BSE Limited and National Stock Exchange of India Limited on 1st July 2016. The stake of the promoters GAIL (India) Limited and BG Asia Pacific Holdings Pte Limited reduced to 32.50% pursuant to Offer for Sale in the IPO. 9436178 compulsorily Convertible Debentures of the Government of Maharashtra has been converted into 9436178 Equity shares of face value of Rs,10/- each pursuant to terms of the issue.

18. Details of Significant & Material Orders Passed by the Regulators or Courts or Tribunal

There are no significant and material orders passed by the Courts or tribunals impacting the going concern status and the Company''s operation in future.

19. Deposits

The Company has not accepted any deposits pursuant to provisions of the Companies Act, 2013 and rules made there under.

20. Declaration From Independent Directors on Annual Basis

The Company has received necessary declaration from the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 stating that they meet with the criteria of their Independence laid down in Section 149(6) as well as Clause 49 of the listing agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. Audit Committee

Details regarding the constitution, re - constitution of the Audit Committee as per the provisions of Companies Act, 2013 and the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the dates of Meeting and the Terms of Reference have been entailed in the Report on Corporate Governance.

22. Stakeholders Relationship Committee

Details regarding the constitution, re-constitution of the Stakeholders'' Relationship Committee as per the provisions of Companies Act, 2013 along with the dates of Meeting and the Terms of Reference have been entailed in the Report on Corporate Governance.

23. Nomination & Remuneration Committee

Details regarding the constitution, re-constitution of the Nomination and Remuneration Committee (NRC) as per the provisions of Companies Act, 2013 along with the dates of Meeting and the Terms of Reference have been entailed in the Report on Corporate Governance. The Company follows a policy on remuneration of Directors and Senior Management Employees. Details of the same are given in the Report on Corporate Governance.

24. Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, (Registration No. 117365W) the Statutory Auditors of the Company shall retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment and shall hold office from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. In this regard, Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Companies Act, 2013.

25. Secretarial Auditor

The Company had appointed M/s. Dholakia & Associates, Company Secretaries in Practice as Secretarial Auditor for the Financial Year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith as Annexure - V to this Report.

The observations and the suggestions of the Secretarial Auditor in their Report have been noted and the necessary returns have been submitted with the Competent Authority.

26. Cost Auditor

M/s. Dhananjay V. Joshi & Associates, Cost Auditors were appointed as Cost Auditor for the audit of cost records maintained by the Company for the financial year ended March 31, 2015. The Cost Audit Report was filed by the Cost Auditors on October 15, 2015 within the due date. In respect of the Financial Year ended on March 31, 2016, M/s. Dhananjay V. Joshi & Associates, Cost Auditors were re-appointed. The due date for filing the Cost Audit Report is September 27, 2016 (within 180 days from the end of financial year).

27. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and in compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

28. Vigil Mechanism

In Compliance with requirements of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and as per Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board of Directors at its meeting held on March 26, 2015 approved the establishment of Vigil Mechanism to ensure that appropriate systems and procedures to curb opportunities for any sort of corrupt and unethical practices are in place.

This vigilance directive aims to set-out a structured, efficient & effective vigilance mechanism in the organization to cover both preventive and punitive approaches in this regard.

The policy on Company''s Vigil Mechanism may be accessed on the Company''s website at the link https://www.mahanagargas.com/investors/Policies.aspx.

29. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Prevention Of Sexual Harassment Policy

The Company had constituted an Internal Complaints Committee in compliance with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The members of this committee include representatives from the Company and external experts/NGOs.

Your Directors further state that during the year under review, there were no cases filed pursuant to the provisions of the said Act.

30. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information in accordance with the provisions of Section 134(3)(m) and Rule 8 of Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - I.

31. Appreciation and acknowledgement

Your Directors take this opportunity to place on record their appreciation and sincere thanks to the Ministry of Petroleum & Natural Gas, Government of India, Petroleum & Natural Gas Regulatory Board, Government of Maharashtra (GOM), Municipal Corporations of Greater Mumbai, Navi Mumbai, Thane, Mira-Bhayander, Kalyan-Dombivali, Raigad, other State and Central Government Authorities, Mumbai Metropolitan Regional Development Authority (MMRDA), Maharashtra Industrial Development Corporation (MIDC), Police and Fire Brigade Authorities, Bankers, Contractors, Consultants, Consumers and Local Citizens for their whole hearted support and cooperation. The Board also records their appreciation to its Stakeholders - GAIL (India) Limited, Shell Group, BG Group and GOM for their support and to the employees of the Company for their devotion, dedication and hard work for efficient operations and implementation of projects while maintaining momentum on your Company''s growth.

For and on behalf of the Board of Directors

Place : Mumbai Dr. Ashutosh Karnatak

Date : August 20, 2016 Chairman

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Mar 31, 2014

The Directors are pleased to present you the Twenty First Annual Report of the Company (MGL) together with the Audited Statements of Accounts for the year ended March 31, 2016.

1. Financial Performance

Your Company registered a turnover of Rs.2,079 Crores during the year 2015-16. The Profit after Tax is Rs.309 Crores for the year 2015-16 as compared to Rs.301 Crores for the year 2014-15.

The Financial results for the year ended March 31, 2016 are summarized below:

FY 2015-16 FY 2014-15 Particulars Rs. in Crores Rs. in Crores

Net Revenue (Operating) 2,079 2,095

Other Income 43 41

Profit before Interest and 556 530 Depreciation

Interest 3 1

Depreciation 84 80

Profit before Tax (PBT) 469 449

Provision for Tax 160 148

Profit after Tax (PAT) 309 301

Balance of Profit for earlier years 1,106 995

On account of change in estimated useful life in case of certain assets, depreciation adjusted as per - (2) Companies Act, 2013 [net of tax]

Balance available for appropriation 1,415 1,294

Appropriation

Proposed Dividend on 156 156 Equity Shares

Tax on Dividend 32 32

Balance of profit carried to 1,227 1,106 Balance Sheet

Total Appropriations 1,415 1,294

Earnings Per Share (Face value of Rs.10/- each)

Basic (Rs.) 34.55 33.69

Diluted (Rs.) 31.36 30.54

Net worth per share has increased from Rs.157.54 in 2014-15 to Rs.171.03 in 2015-16 signifying sound return on investment coupled with sizeable amount of profit ploughed back into the business.

2. Appropriations Dividend

- In the previous year, a dividend of Rs.17.50 per equity share on face value of Rs.10/- each (which included special dividend of Rs.7.50 per share) was paid. For the financial year ended March 31, 2016, your Directors are pleased to recommend a dividend of Rs.17.50 per equity share (i.e. normal dividend of Rs.10 per share and special dividend is Rs.7.50 per share) on 89341600 equity shares of Rs.10/- each (175% on the paid up value of each share).

- The payment of dividend, after your approval at the forthcoming Annual General Meeting, will be made in accordance with the regulations applicable at that time.

3. State of Company''s Affairs

Your Company''s growth is on fast track and is poised for scaling newer heights, in it''s chosen areas of operations. A brief summary of the operations of the Company is provided in the Management Discussion & Analysis section forming part of this report.

4. Management Discussion & Analysis

(a) Operations and Business performance:

Mumbai is a densely populated and a congested city. Building infrastructure in the city has always been a challenge for your Company. Furthermore, as compared to other utilities whose infrastructure is already laid in the limited corridors available, City Gas Distribution (CGD) has the "last mover" disadvantage in Mumbai.

The Company has successfully continued scaling up of the infrastructure during the year under review in its authorised areas of operation of Greater Mumbai (GA1) and Thane city & other adjoining areas (GA2). The Company is also rapidly spreading it''s distribution infrastructure and connecting consumers in the suburban areas of Kalyan-Dombivli, Ambernath-Badlapur, Ulhasnagar, Bhiwandi, Panvel, Kharghar and Taloja which are also within your Company''s authorized Geographical Area.The PNGRB in its CGD bidding round - IV authorised your Company to lay, build, expand and operate CGD network in Raigarh District in Maharashtra.

Growth has been maintained despite encountering complexities due to development of infrastructure by various other entities / authorities, limited construction window period of about six months due to monsoons and complex web of statutory permissions from multiple authorities to build CGD infrastructure.

The table below shows growth achieved by the Company: Addition Cumulative Sr for the upto No Particulars Year March 2015-16 31, 2016

A. Piped Natural Gas

Household

Consumers Nos 60,978 8,62,299 Connected

B. Compressed Natural Gas

Outlets / Stations Nos 9 188

Dispensing Points Nos 66 1,031

Compression Kgs/ 1,05,000 26,13,800 Capacity day

Vehicles Converted Nos 49,220 4,70,478 to CNG

C. Pipelines laid

Steel Kms 12 415

Polyethylene Kms 208 4,232

Continuous additions to the number of domestic connections and vehicles converted to CNG have ensured that your Company is one of the most prominent CGD companies in India in terms of consumer base.

The average gas sales volume of your Company during the financial year 2015-16 increased to 2.43 MMSCM per day registering a growth of over 2% during the previous fiscal year. The highest daily gas sale volume has reached a peak of 2.76 MMSCM per day during the year.

During the year 2015-16, your Company has made substantial investments in network expansion in its existing areas of operations of laying, building and developing CGD infrastructure in the authorized areas.

During the year 2015-16, apart from domestic connections, your Company has also made progress in adding new Commercial and Industrial consumers.

The average CNG sale during the financial year 2015-16 increased to 12.70 Lakhs Kg per day registering growth of about 4% over the previous fiscal year. The peak daily sale of CNG reached 14.69 Lakhs Kg per day during the year. The growth in demand for CNG is expected to continue and your Company is preparing to seize this opportunity by significantly investing further in the CNG infrastructure in the city of Mumbai and adjoining authorised areas during the next fiscal year.

Highlights of performance and initiatives taken up during the year are as follows:

1. Day to day efficiency in gas sourcing, supply management, fund management and operations undertaken by your Company led to an overall control on costs.

2. Your Company has successfully completed re-certification of OHSAS 18001:2007 & ISO14001:2004 - Environmental Management System.

3. Your Company received 2nd Pt. Madan Mohan Malviya Award (Silver Award) for Best CSR Practices in Education, 2015 for our project ''MGL Unnati1, 5th annual Greentech CSR Award in the Gold Category in CGD sector for outstanding achievement in Corporate Social Responsibility, Rashtra Vibhushan Award, 2015 in Gold category in social development for its outstanding contribution for National Economic and Social Development, Golden Peacock Award for Corporate Social Responsibility, 2015.

4. Your Company signed term Regasified Liquified Natural Gas (RLNG) contract (0.15 Firm 0.15 Fall back) for gas supplies commencing effectively from January 01, 2016 and the term is valid till December 31, 2016. Firm RLNG would help security of gas supplies to your Company and reduce its dependence on Spot RLNG having high volatility of prices.

5. Your Company has signed MoU with FuelmyGaddi. com (FMG). It provides CNG fueling solution for private CNG cars owners. Under this new initiative, FMG drivers will pick up subscriber''s CNG car in the night, ferry it to the nearest CNG pump, fill it with CNG and park the car back at subscriber''s premises the next morning.

6. Your Company launched user friendly MGL Connect Mobile App for its Domestic PNG and CNG consumers.

7. Your Company successfully implemented new Web and Mobile GIS application - ''myWorld''for all GIS users.

(b) Development in Gas Sourcing and Pricing:

According to the "New Domestic Natural Gas Pricing Guidelines, 2014" dated October 25, 2014 notified by Government of India (GoI), in addition to providing clarity on domestic Natural Gas Pricing, moderated domestic natural gas prices in line with the international trends which helped in maintaining competitiveness of CNG (transport) and PNG (domestic) supplied by your Company against competing liquid fuels.

Also, your Company has entered into /renewed framework agreements for Spot RLNG with suppliers available in market to source Spot RLNG in a competitive manner, to cater to daily and seasonal fluctuations in gas demand and quantities required over and above total of domestic gas allocations and firm RLNG supplies. Spot RLNG prices (delivered) fluctuated considerably during the year from low of about US$ 5.87/ MMBTU to a high of US$ 9.61 / MMBTU. Your Company successfully maintained its overall gross margins in all segments in spite of considerable fluctuation in gas costs by effective implementation of a comprehensive gas sales pricing policy.

(c) Opportunities and Challenges:

Your Company is in process of expanding the CGD network in the Geographic Area of Raigarh District (Maharashtra) authorized by the PNGRB with 300 months of infrastructure exclusivity and 60 months of marketing exclusivity commencing w.e.f April 01, 2015.

The decision of the Government of India (GoI) allowing supply of domestic gas upto 110% of domestic gas allocation for CNG (transport) and PNG (domestic) segments of your Company is immensely helpful in maintaining competitiveness of CNG and PNG against competing alternate fuels. This dispensation of the GoI would enable your Company to meet fluctuation in demand and cater to most of the incremental demand in these segments from domestic gas supplies.

The ability to source market priced gas from all major sources through physical connectivity with GAIL''s Dahej- Uran pipeline network and the large demand potential in the existing authorized areas of your Company, provides a tremendous scope for growth.

Hon''ble Supreme Court in its judgment dated July 01, 2015 declared, Regulations pertaining to determination of network tariff for city or local gas distribution network and compression charge for CNG, as ultra vires. Such verdict of Hon''ble Supreme Court provided respite and clarity about non applicability of retrospective impact of network tariff and compression charges, if any.

A challenge before your Company would be to roll out its CGD infrastructure in a time bound manner to meet its regulatory targets in newly authorized Raigarh district covering over 6800 Square Km area consisting of diverse topography of rocky terrain and forest land.

Another challenge before your Company would be to develop competitive skills to prepare for likely competition post exclusivity scenario in Mumbai and Greater Mumbai and Thane city & contiguous areas, retaining skilled manpower and developing more number of vendors and competent contractors. To address such challenges, your Company is focusing on upgrading its robust systems and processes, strengthening manpower & skill development.

Also, the outcome in the ongoing legal cases (i) in Hon''ble High Court of Delhi on natural gas marketing exclusivity in Mumbai and its Adjoining Areas (ii) in the APTEL between MGL & PNGRB, GAIL and ONGCL, on applicability of additional Transportation Tariff of ONGCL''s Uran Trombay Pipeline levied by GAIL may have an impact on your Company.

(d) Risk Management & Internal Control System:

MGL has established business risk management framework for identifying risks that may have a bearing on the organization''s objectives. Risks are evaluated on the basis of their impact and likelihood by Business Risk Review Group (BRR Group) consisting of senior executives of Company and are periodically reviewed by the Audit Committee and the Board.

The Business Risk Review Group assists the Audit Committee and the Board in its oversight of the Company''s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

MGL has put in place adequate lnternal Financial controls (IFC) commensurate with its size and nature of its business and in conformance to Companies Act and other applicable statutes. These have been thoroughly assessed (and augmented, where needed) through one of the renowned expert agencies (M/s E & Y) so as to ensure that such controls are operating effectively. Your management continuously exercises focus on strengthening its internal control processes through various initiatives such as setting tone from the top, awareness sessions as well as periodic review. These initiatives provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

Policies, standards and delegations of authority have been disseminated to senior management to cascade within their departments. Procedures to ensure conformance to the policies, standards and delegations of authority have been put in place covering all activities. Inter- dependencies of job responsibility ensure that there are joint discussions and requisite approvals before any commitment is made.

The internal audit activity is performed by a reputed external professional firm covering major business operations which ensures the effectiveness of existing processes, controls and compliances. This has been further augmented by introducing implementation review which is aimed at ensuring that the audit findings are tracked until closure. Internal audit reports along with management comments and action plan on recommendations as well as the findings of implementation review are presented to Audit Committee. Functioning of the auditing firm is overseen and facilitated by in-house dedicated personnel.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

A Strategic Management Group (SMG) consisting of Senior Executives undertake discussions and take joint decision on all major issues.

Your Company has witnessed smooth operation of SAP R/3 ERP system as well as IT systems during the year. Maximum uptime of IT Infrastructure, systems and services could be achieved without any loss-time of operation or information security incidents. The Company could upgrade the SAP to one of the latest technical platform - "Enhancement Pack 6" As a sequel to the technical upgrade business function activation was accomplished with an exclusively in-house effort for Financials where functionalities like Income Tax depreciation and report for past periods for foreign currency valuation were achieved. The mobility implementations were enhanced and applications like the customer application on Android witnessed growing popularity. To further streamline processes, a mobile application for the "Last Mile Connectivity" of domestic customers has been rolled out which resulted in recording activities of material consumption, move-in of the customer in SAP and payment to contractors without any time-lag and with a centralized operation.

In an endeavour for a paperless office and enhancing controls, your organization has developed applications for safety incident tracking and automating training records for contract engineers and plumbers.

Supervisory Control and Data Acquisition (SCADA) has been implemented to have remote control of select installations.

(e) Health, Safety, Security & Environment (HSS&E): Safety

Your Company is in the business of supplying Piped and Compressed Natural Gas that is environment friendly and safe. To facilitate this, your Company constructs and operates pipelines in the city of Mumbai and its adjoining towns. Whilst doing this, your Company adheres to high standards of Health, Safety, Environment and Security and as the Company believes that ''Outstanding Business Performance requires Outstanding HSS&E Performance'' Your Company complies with all legal and statutory requirements applicable to its operations as a minimum standard and aspires to attain recognised world class performance.

Your Company is accredited to OHSAS 18001:2007 for Occupational Health & Safety Management system, ISO 14001 for Environment Management System and ISO 9001:2008 for Quality Management System which are being audited regularly at par with international requirements.

Your Company is committed to the health and safety of all its employees, the employees of our contractors and other stakeholders who may be affected by the Company''s operations. Your Company considers its contractors as business partners and expects them to adhere to the Company''s HSSE standards. Coaching and assistance is provided to the business partners as and when required.

As a part of your Company''s drive for continuous improvement in safety, various steps have been undertaken to raise general awareness in the relevant community and operating environment such as PNG awareness campaign in residential societies, MGL Emergency Management Systems awareness for local Fire Brigade offices, District Disaster Management Cells, Police personnel in various police stations, CNG awareness campaign at various auto stands, B.E.S.T. depots and gas safety awareness programs in public schools. A campaign on "Life Saver Excellence" with a series of workshops has been conducted across the Company in different districts to raise HSE awareness among employees and contractors.

Your Company has taken very good steps in "Occupational Safety "excellence with the relentless implementation of Petzl System for Work at Height activities especially for Riser installation at project sites, continuous improvement in the Compliance to MGL Lifesavers, implementation of Safety Technical Competency training policy-"NO STC NO WORK" and CNG filling policy- "NO Metal Plate NO Gas" Your Company has implemented Online Action Tracking System to evaluate and close out the recommendations related to the incidents and Senior Management Audits in a methodical way. Your Company in future is going to implement E - permit system and Defensive Driving Management system. Your Company has an Emergency Control Room with toll Free number 1800 22 99 44 which is available 24 Hours, 365 days a year. Besides this "Dial-before-Dig" a continuous pipeline surveillance and mapping of entire pipeline network on Geographical Information System (GIS) also contribute to safe working environment.

Your Company also expects all of its employees and contractors to report near miss and hazards which are then investigated and lessons learnt are shared with all concerned. Your Company also takes cognisance of the lessons learnt from other oil and gas companies across the world. To further inculcate safe driving behaviours, in addition to Vehicle Tracking System (VTS), your Company conducts Defensive Driving Training (DDT) for all drivers and helpers of vehicles plying within the organization namely Light commercial Vehicles (LCV) carrying CNG, pool vehicles, and Master Control Center (MCC) / Emergency vehicles. Your Company has imparted DDT training to more than 600 contractors'' drivers and patrolmen driving bikes associated with MGL.

Your Company has a well-built Fire Management System in place in compliance with all national standards. A competent firefighting workforce has been deployed at all city Gate Stations (CGS) and MGL offices to combat any potential fire emergency. The Fire Management System has been scrutinized by an external third party agency of international repute validating the effectiveness of the system.

A series of mock drills were conducted in the presence and association with the Mutual Aid Response Group (MARG) members to demonstrate the MGL Emergency Response and Disaster Management Plan (ERDMP) and learn from the inputs of the MARG members for continual improvement.

Security

Security management as an independent support process in your Company evolved to provide physical security assurance mechanism to its business. Ever- changing business dynamics, continual maneuver in socio-economic scenario with rapid increase in threat perspective & swift business expansion of your Company engaged the security team to carry out thorough reassessment of the Company''s security management processes through risk assessment & reviews, specially focusing on protection of critical assets with enriched focus on pipeline network and physical security support to key processes. Your Company has responded positively to changing security challenges by evolving and adopting effective security mechanism and programs into its overall business operations.

Security process sustainability of your Company is continuously put to test through continuous feedback from other functions followed by review of security process and thereafter implementing the result of such reviews. These reviews include risk and vulnerability assessments, threat appreciation, access control mechanism, security awareness training, incident management drills and exercises. Your Company Security Management System is being audited periodically by reputed third party agencies for identifying its areas of improvement.

In order to match with enthusiastic business expansion coupled rapidly diversifying security threats, security as a function graduated from basic guarding function to three distinct verticals - Surveillance Assurance, Asset Protection & Security Support; each complementing & reinforcing each other. Surveillance assurance process was augmented by bringing in quantum improvements in CCTV coverage by incorporating all Company owned CNG Retail Outlets in its CCTV network. An ''App- based Surveillance Mechanism System'' for monitoring Patrolmen activities is in the pipeline for implementation. Implementation of this project will provide real time data related to pipeline surveillance. Steps are also on to incorporate security guards of housing societies and other people residing in the vicinity of gas pipelines for gaining information about pipeline through implementation of incentive driven plans. In order to achieve the desired results in security assurance process, a state of the art ''Security Control Room'' for continuous surveillance of Pipeline, VTS monitoring, monitoring patrolmen activities, remote monitoring of DRS & continuous surveillance of all asset locations & major offices is planned.

The year saw new initiative in Vigilance function. ''Vigilance Mechanism'' of the Company was approved and implemented in the Company. A definite mechanism is at present in place to deal with matters related to fraud & unethical practices.

The ultimate goal of the Security Management System in MGL is to achieve effective security performance. Key emphasis of the Security Management System is to provide uniform security standards across your Company so as to make the security practices proactive rather than relying on reactive mechanisms.

Environment

The Environment is both a brand image as well as a core area of focus for your Company. In addition to the process and procedures, your Company has in place, to meet the requirements of IS0-14001 accreditation, every year your Company celebrates World Environment Day wherein the employees rededicate themselves to protect the environment and promote the benefits of natural gas to improve the environment through public awareness campaigns. Towards environment compliance, a new initiative of landscaping and greenland development work has also been completed at CGS Ambernath. Your Company has installed solar panels in Administration Building to reduce collective dependence on electricity. Also use of CFL lights and gas generators working on natural gas at Offices and CGS saves significant amount of electricity and combat greenhouse gases emissions. Your Company is also planning to implement upgraded EMS standard of IS014001:2015.

(f) Project Monitoring:

Corporate Project Monitoring Cell (CPMC) is always in an earnest endeavour to improve upon project monitoring. Web based module designed for capturing and display of performance of key milestones is further advanced to assist execution departments in figuring out the areas of concern and underutilization of already laid infrastructure. The system has also benefitted the Company to improve upon the accuracy and timely submission of requisite information to stakeholders and regulators.

Further in it''s ever endeavour to improve upon the projects operation and monitoring, CPMC has gone ahead with the initiative of developing new "System Based Modules", essentially very effective facilitating and monitoring tools. These new modules are:

- Last Mile Connectivity (LMC) mobility Application:

On adopting this application, MGL could ensure on time recording of Customers conversion date, validation of Meter serial Number and genuineness of reporting of the House Locked cases.

- Work at Height (WAH) - PTW Application: This application is at present under trial in the areas of Mira-Bhayender and Kandivali. This system may curb the delay in work permit issuance and idling of resources at sites which in turn may enhance the productivity and safety at site.

(g) Asset Integrity:

Your Company has been assessed and registered as complying with the requirements of PNGRB Notification on Integrity Management System (IMS) for City or Local Natural Gas, Distribution Network (CGD regulation - 2013). For upgrading the technical competencies of your engineering and technical personnel, e-learning modules comprising animation films have been developed and made available through intranet. This has enabled ready access to acquiring and upgrading correct knowledge and skill to employees.

(h) Future Outlook:

Your Company has established its operations in one of the largest metro city of India. The ever expanding customer base coupled with large unserved population provides a strong growth opportunity. Over the next five years, your Company would focus on increasing the penetration in the current authorized geographical area through higher number of domestic connections and more CNG stations along with expeditious rollout of CGD infrastructure in the newly authorized Raigarh district.

Your Company is continuously screening opportunity to enter into new markets by participation in the bids invited by PNGRB for implementation of the CGD network across the country in upcoming CGD bid rounds of the PNGRB. Also, your Company is exploring various opportunities for inorganic growth such as equity stakes in other existing CGD entities.

Your Company also plans for new initiatives of Hybrid CNG/ Diesel vehicles, CNG in two wheelers etc.

5. Automation, Information Technology, Metering and Customer Relationship Management Improvements:

(a) Automation and Information Technology:

Your Company has been successful in sustaining and enhancing its SCADA system across all the four City Gate Stations, 109 CNG stations and 3 Sectionalising Valves (SV). Plans are in place and further work is in progress to cover an additional 60 CNG stations and 6 SVs.

With the successful experience of Data logger monitoring system at 30 District Regulating Stations (DRS), plans are in place for covering an additional number of 26 DRSs enabling your Company to further strengthen the safety of operations and provide improved services to your consumers in a more efficient manner.

Implementation of metering system in an existing District Regulating Station (DRS) and Automated Meter Reading (AMR) of the customers installed downstream of the DRS is being expedited by exploring suitable suppliers and vendors and detailed feasibility is being worked out in the first phase.

Your Company is also in the process of undertaking trials for the implementation of pre-paid metering system for domestic customers.

These initiatives shall render the capability for remote acquisition of Meter readings, detecting instances of Meter tampering and delivering an enhanced user experience thereby raising safety as well as revenue realisation.

(b) Metering:

Efforts were continued to maintain domestic meter reading accuracy & efficiency by updation of customer master data as per meter readers'' feedback; continued cross-verification of at least 10% door lock images; providing list of non-functioning meters to O&M Department for replacement etc.

As way forward, following improvements to domestic meter reading android software are under implementation which would help minimize meter readers'' errors:

1. Logical grouping of standard meter reading codes.

2. Experience based enhancement of list of standard meter reading remarks.

3. Availability of standard codes and standard remarks in hindi devanagari script along with English.

The improvements would also involve provision to capture photographs of various situations prevailing in customers'' premises, which would facilitate back end analysis and identification of appropriate further actions.

In CNG daily report compilation, time & human effort saving was achieved by re-organizing formats of field data received from various sources.

(c) CRM:

The Interactive Voice Response System (IVRS) in the call center has been re-designed for increasing customer convenience with various automated self-help menus, and updated customer information / updates. Few of the Key Features incorporated are as follows -

1. Increased self-help options.

2. Easier navigation of menu.

3. Customers who wish to avail After Sales Services (Install / Remove Meter) get priority to speak to Customer Service Executive.

4. Data to be captured regarding callers who wish to report demolition of building so that they may be contacted later.

Our Customer Care Helpline (Call Center) has been relocated to CBD Belapur at the vendor''s location, having the following advantages -

1. The inbound call taking capability has been enhanced from 20 to 54 work stations. Scalability of additional work stations at a later date can be done very easily.

2. The Call Center operation is now operative 24x7.

3. Standardization of services by the BPO has enabled MGL to position its customer service as business differentiator in a competitive scenario leading to increase in brand value.

4. In the FY 15-16, there was an increase of 8.63% of registered customers. Subsequent to outsourcing of the call center activity, our call receiving capability increased by 7% month on month. As a result of this improvement the call abandon significantly reduced by 2.35% within a span of 8 months of commencement of operations.

Customer Awareness:

Keeping in mind the ever increasing customer expectations, the following Customer Awareness initiatives were taken to create Customer Delight - Know you PNG Bill:

- A bilingual document accompanying the PNG bill, explaining different aspects of the bill:

I. The 1st PNG Bill Insert explained calculation of the bill, importance of Actual Meter Reading, etc.

II. The 2nd PNG Bill Insert elaborates on the various charges/amount collected under each line item of the bill. This will be sent in the billing cycle commencing in September 2016.

- Both Inserts inform about customer friendly ways to provide Actual Meter Reading.

6. New Initiatives

Commercial Master Sale Agreement

There are several retail chain outlets operating in our geographical areas and we have been registering each of their outlets as and when there was a request from them. Considering the potential sales volume from such retail chain, we proposed to have a master agreement covering all their remaining outlets where they need the PNG supply. Accordingly, we successfully signed agreement with M/s Hardcastle restaurants popularly known as ''McDonalds'' for 21 outlets and M/s Jubilant foods popularly known as ''Dominoes'' for 68 outlets all across our geographical areas for a volume off-take of ~28,000 SCMD. Further, we may sign off such agreements with Burger Kings and KFC.

Commercial ''A''

Commercial ''A'' segment is one of the promising segments amongst all the segments of PNG and CNG. We have focusing to have high penetration in this segment. In order to achieve the set target of gas volume in Commercial A category, we had planned to register 500 Commercial A customer in FY 15-16. We have exceeded the same by achieving 536 Nos for volume off-take of ~15,000 SCMD.

Reticulated Policy

Today, PNG has become preferred choice of cooking fuel irrespective of the consumer profile in Domestic segment. Prominent builders have always showcased PNG connection as one of the amenities to attract the potential buyers. To cater to this niche market, we have reticulated policy which is win-win proposition to builders, customers and MGL. The objective of this model was to develop the additional resources without compromising on the targets and also facilitate builders during the construction phase of project itself. We have already executed the agreements with leading as well as small projects for supplying PNG to over 7000 households and considering the response from the builders, it is estimated that we may sign off projects having additional 12000 households over a period of next six months.

Fuel My GAADI

With a saturated market of public transport in CNG, the promising segment left is private cars. The needs of this segment differ than that of the public transport segment for obvious reasons. Refuelling time is a critical issue, which clashes with the refuelling schedule of autos and taxis due to change in shift timings of the drivers. To ease the refuelling issues for private car segment an out-of- the-box concept is being supported by MGL under the brand name ''Fuel my Gaadi''. This initiative is being taken for providing services of CNG car re-fuelling through third party agency during non-peak hours. The service provider offers hassles free CNG refilling service to private car customers by picking up car from customer''s residence during night hours and returning CNG refilled car at nominal charge.

Supply of PNG to MCGM Crematorium:

Of the 12 crematoriums provided by MCGCM under Phase

1, MGL has already laid the line up to the crematorium premise for 11 of the crematoriums and for the balance one case permission for laying is expected soon.

7. Quality Initiative

Your Company has successfully completed the periodic surveillance audit for ISO 9001:2008 Quality Management System by M/s. DNV in April 2015.

As a part of continual improvement, "Online Audit Management Module" for Quality Management System has been introduced. This is a paperless and green endeavor. This facilitates reporting, tracking & monitoring of Internal Quality Audits and field quality inspections. Your Company plans to transit from ISO 9001:2008 to ISO 9001:2015 new standard during its next re-certification audit.

8. Geographical Information System (GIS)

The Geographical Information System (GIS) established in the Company continues to be utilized to effectively manage network. The pipeline network laid/being laid is mapped in GIS on an ongoing basis which helps in regular monitoring, repair and maintenance on day to day basis as well as in the case of emergency.

The mobile GIS solution "my World" has been further enhanced by introducing the editing functionality which enables updating the mapping of the network even from field.

Network data quality improvement activities like field verification of the locations of Service Regulators, tallying the buildings data as well as completeness in the network mapping have been undertaken. This will ensure reliable information from GIS especially during planned outage and emergencies.

Improvements in GIS will benefit your Company, in contributing to monitoring and maintaining the pipeline network more proficiently.

9. Human Resources Development and Employee Relations

Your Company focus is in the most valuable asset "Human Resource" and has made all efforts to attract new talent as well as develop and enhance the skills of the existing talent pool. Organization restructuring for growth, revisiting HR policies, facilitating congenial and safe work environment and behaviour based training programs were some of the initiatives undertaken by MGL during the year.

The organization has laid emphasis on human capital and their work life balance by implementing the flexi time policy which is backed by technology for the purpose of monitoring and control. The policy is well received by the team and there was no loss of productivity. The organization has focused on enhancing HR capabilities by augmenting IT interphase in HR systems and processes. An annual training calendar with a focus on planned development activities was initiated and implemented.

As part of the new initiatives E-Learning was introduced for the first time in MGL with 20 behavioural modules and 10 MGL specific modules for 100 users. Another initiative was taken to commission an Employee Opinion Survey for further enhancement of the organizational people processes.

In the areas of talent development and performance improvement processes; the blue print of leadership development plan and succession planning has been formed, which will support the organization in meeting its talent needs in time to come. Initiatives have also been taken to bring focus of performance to create a performance driven culture by modifying the existing performance system. Additionally, the skill enhancement has also been done through various training programs and workshops for employees across all the levels by arranging around 1800 mandays of training workshops.

There was also emphasis given to develop / draft the policies which were in existence but not documented and also to support the overall people development.

At the year end, your Company had 499 employees on its rolls; 49 employees were recruited during the year 2015-16. The attrition rate was around 6% for the Financial Year 2015-16.

10. Corporate Social Responsibility Policy

Mahanagar Gas Limited being a responsible corporate citizen has been continuously contributing in social investments primarily in the areas of Education, Skills Development, Health and Sanitation, Women empowerment and Environment protection.

''MGL Unnati, is an intervention designed with the objective to promote vertical socio-economic mobility through education. The project envisages coaching and mentoring of meritorious children of CNG auto, taxi and public transport bus drivers and other economically weaker sections enabling them to face competitive engineering entrance examination. Free coaching for a period of 11 months was extended to 20 students out of which 14 qualified in the IIT mains and 5 students got admission in IITs / NITs. Out of the 20 students trained under the initiative, 19 have got admissions in engineering colleges while one candidate has opted to undergo pilot training.

''MGL Hunar'' is an intervention in lines with Kaushal Bharat

- Kushal Bharat for imparting training on employment oriented trades to youths from underprivileged background. MGL associated with renowned vocational training institutes for imparting training in various skills to unemployed youths to make them self-reliant.

MGL has been supporting slum communities in their quest for seeking better prospects for future generations by adopting a community center for initiatives like supplementary education, nutrition, health, soft skills training, IT training and livelihoods related skills augmentation training to youths. It is also mentoring children from slum communities through sports to evolve positive attitude and sensitize them against the negative social practices like gender discrepancy, substance abuse, drug addiction, etc.

MGL has supported sterilization drive targeting stray animals with the objective of reduced man-animal conflict. Facilities and infrastructure has been created to support the sterilization program. Veterinary intensive care unit has been upgraded with modern machineries to treat diseased animals as an initiative towards animal welfare.

MGL has been reaching out to the less blessed, roofless and rootless children through its initiative ''MGL Komal Jivan''. MGL has adopted a multidimensional effort towards holistic development of such children who due to a complex mix of domestic, economic or social disruption find themselves in the streets and vulnerable to multitude of abuses. MGL has also extended support for air conditioning of Bai Jerbai Wadia Hospital a grade II-B heritage structure. MGL also extended support for training of ace shooter and an Olympic medal prospect Ms. Heena Sidhu.

MGL also partnered with various social institutions for empowering urban poor women for a dignified life through skill development and training and for providing relief to women in distress to encourage them to cope with difficult circumstances and situations. As community welfare initiative, MGL has also contributed towards psychological settlement, medical care and overall happiness of mentally challenged adults, for holistic development of children from marginalized communities.

The Company, in compliance with the provisions of the Companies Act, 2013 has constituted a Corporate Social Responsibility Committee with Mr. Santosh Kumar as its Chairman and Independent Director, Managing Director presently Mr. Rajeev Mathur as Member and Whole Time Director, Ms. Susmita Sengupta as Member. The Company has also placed details of Policy on the website of the Company. Further details required as per the provisions of the Companies Act, 2013 are attached to this report as Annexure - III.

11. Directors and Key Managerial Personnel

a) Appointments

During the financial year 2015-16, Mr. Akhil Mehrotra has been appointed as an Additional Director on the Board of the Company with effect from March 11, 2016 and shall hold office upto the date of the ensuing Annual General Meeting of the Company.

b) Cessation

Mr. Nitin Banerjee resigned from the position of Directors w.e.f. February 12, 2016. The Board of Directors places on record the valuable contribution made by him to the growth of the Company, during his tenure as Director of the Company.

c) Retirement by Rotation

The provisions of Section 152 (6) of the Companies Act, 2013 and Article 87 of the Articles of Association of the Company provide for retirement of rotation of the Directors of the Company. Accordingly, Dr. Ashutosh Karnatak retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Based on the recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment at the ensuing Annual General Meeting.

d) Particulars of Employees

The ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board''s report (Annexure - IV).

There are no employees who are posted in India throughout the financial year and in receipt of a remuneration of Rs.1 Crore and Rs.2 lakhs or more, or posted for part of the year and in receipt of Rs.8 lakhs and Rs.50,000 or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. Board Meetings During the Financial Year 2015 -2016

The Board of Directors met 6 (Six) times in the Financial Year 2015-16. The details of the Board meetings and the attendance of the Directors at the meetings are provided in the Report on Corporate Governance.

13. Directors'' Responsibility Statement

In pursuance of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors had selected such 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 at the end of the financial year and of the profit and loss of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis;

5. The Directors of the Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Corporate Governance & Shareholders'' Information

Your Company strongly believes in adherence with good and ethical governance practices to enable the management to direct and control the affairs of the Company in an efficient and effective manner. It believes in imbibing the good governance practices to ensure the maximization of value and goodwill for all the stakeholders of the Company. With that belief, though not applicable before listing, your Company voluntarily complied with the requirements of Regulation 17 and 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable to the listed Companies and has been complying with the aforesaid requirements of Corporate Governance post listing. A separate report on Corporate Governance has been annexed to the Annual Report.

15. Extract of Annual Return

Extract of Annual Return as prescribed under sub - Section (3) of Section 92 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form MGT - 9 has been annexed to this Report as Annexure - II.

16. Particulars of Contracts or Arrangements with Related Parties

There were no Related Party Transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of Section 188 of the Companies Act, 2013.

17. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report:

Company got successfully listed on the BSE Limited and National Stock Exchange of India Limited on 1st July 2016. The stake of the promoters GAIL (India) Limited and BG Asia Pacific Holdings Pte Limited reduced to 32.50% pursuant to Offer for Sale in the IPO. 9436178 compulsorily Convertible Debentures of the Government of Maharashtra has been converted into 9436178 Equity shares of face value of Rs.10/- each pursuant to terms of the issue.

18. Details of Significant & Material Orders Passed by the Regulators or Courts or Tribunal

There are no significant and material orders passed by the Courts or tribunals impacting the going concern status and the Company''s operation in future.

19. Deposits

The Company has not accepted any deposits pursuant to provisions of the Companies Act, 2013 and rules made thereunder.

20. Declaration From Independent Directors on Annual Basis

The Company has received necessary declaration from the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 stating that they meet with the criteria of their Independence laid down in Section 149(6) as well as Clause 49 of the listing agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. Audit Committee

Details regarding the constitution, re - constitution of the Audit Committee as per the provisions of Companies Act, 2013 and the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the dates of Meeting and the Terms of Reference have been entailed in the Report on Corporate Governance.

22. Stakeholders Relationship Committee

Details regarding the constitution, re-constitution of the Stakeholders'' Relationship Committee as per the provisions of Companies Act, 2013 along with the dates of Meeting and the Terms of Reference have been entailed in the Report on Corporate Governance.

23. Nomination & Remuneration Committee

Details regarding the constitution, re-constitution of the Nomination and Remuneration Committee (NRC) as per the provisions of Companies Act, 2013 along with the dates of Meeting and the Terms of Reference have been entailed in the Report on Corporate Governance. The Company follows a policy on remuneration of Directors and Senior Management Employees. Details of the same are given in the Report on Corporate Governance.

24. Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, (Registration No. 117365W) the Statutory Auditors of the Company shall retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment and shall hold office from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. In this regard, Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Companies Act, 2013.

25. Secretarial Auditor

The Company had appointed M/s. Dholakia & Associates, Company Secretaries in Practice as Secretarial Auditor for the Financial Year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith as Annexure - V to this Report.

The observations and the suggestions of the Secretarial Auditor in their Report have been noted and the necessary returns have been submitted with the Competent Authority.

26. Cost Auditor

M/s. Dhananjay V. Joshi & Associates, Cost Auditors were appointed as Cost Auditor for the audit of cost records maintained by the Company for the financial year ended March 31, 2015. The Cost Audit Report was filed by the Cost Auditors on October 15, 2015 within the due date. In respect of the Financial Year ended on March 31, 2016, M/s. Dhananjay V. Joshi & Associates, Cost Auditors were re-appointed. The due date for filing the Cost Audit Report is September 27, 2016 (within 180 days from the end of financial year).

27. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and in compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

28. Vigil Mechanism

In Compliance with requirements of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and as per Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board of Directors at its meeting held on March 26, 2015 approved the establishment of Vigil Mechanism to ensure that appropriate systems and procedures to curb opportunities for any sort of corrupt and unethical practices are in place.

This vigilance directive aims to set-out a structured, efficient & effective vigilance mechanism in the organization to cover both preventive and punitive approaches in this regard.

The policy on Company''s Vigil Mechanism may be accessed on the Company''s website at the link https://www.mahanagargas.com/investors/Policies.aspx.

29. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Prevention Of Sexual Harassment Policy

The Company had constituted an Internal Complaints Committee in compliance with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The members of this committee include representatives from the Company and external experts/NGOs.

Your Directors further state that during the year under review, there were no cases filed pursuant to the provisions of the said Act.

30. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information in accordance with the provisions of Section 134(3)(m) and Rule 8 of Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - I.

31. Appreciation and acknowledgement

Your Directors take this opportunity to place on record their appreciation and sincere thanks to the Ministry of Petroleum & Natural Gas, Government of India, Petroleum & Natural Gas Regulatory Board, Government of Maharashtra (GOM), Municipal Corporations of Greater Mumbai, Navi Mumbai, Thane, Mira-Bhayander, Kalyan- Dombivali, Raigad, other State and Central Government Authorities, Mumbai Metropolitan Regional Development Authority (MMRDA), Maharashtra Industrial Development Corporation (MIDC), Police and Fire Brigade Authorities, Bankers, Contractors, Consultants, Consumers and Local Citizens for their whole hearted support and co- operation. The Board also records their appreciation to its Stakeholders - GAIL (India) Limited, Shell Group, BG Group and GOM for their support and to the employees of the Company for their devotion, dedication and hard work for efficient operations and implementation of projects while maintaining momentum on your Company''s growth.

For and on behalf of the Board of Directors

Place : Mumbai Dr. Ashutosh Karnatak

Date : August 20, 2016 Chairman