HELPING TRANSFORM

INDIA'S ECO-FUTURE

ANNUAL
REPORT
2015-16
www.mahanagargas.com
 TRANSFORMING LIVES THROUGH
SUSTAINABLE VALUES!
We strive to be a responsible corporate by finding synergies between
economic growth, environmental stewardship and socially responsible
operations. Sustainability lies at the heart of our functions and it drives
product innovation, reduce costs, mitigate risks and create business
opportunities for long-term strategic growth.
 VISION
To be a leading consumer-friendly gas Company
To provide safe, efficient & reliable energy
To contribute significantly for a pollution free environment

1
 Letter from Chairman
Dear Shareowners,

During the financial year 2015-2016, the global economy had an uneven growth with a few
developed economies demonstrating resilience. The world economy encountered challenges at
many levels last year, these includes significant volatility, Eurozone instability, depression in crude
oil and commodity prices, currency depreciation in emerging markets, and a lingering slowdown
in China. The medium to long term economic outlook in India continues to look promising and
it is heartening to see the Government’s drive to continue to liberalise the economy. The Indian
economy too faced challenges from slow agricultural growth with two consecutive poor monsoon
leading to sharp contraction in exports. Winning over all odds, proactive steps and economic
growth oriented policies of Government of India during the financial year 2015-2016, ensured
India’s gross domestic product (GDP) growth of 7.6% as compared to 7.2% in the previous year.

It is with great pleasure that I present Mahanagar Gas Ltd’s Annual Report for the financial year
2015-2016. On the occasion of Twenty-first Annual General Meeting of your Company and on
behalf of the Board of Directors, it gives me immense pleasure and satisfaction to share noteworthy
performance of your Company for the fiscal Year 2015-16. The net operating revenue for the
Financial Year 2015-16 was `2079 crores, as compared to `2095 Crores in the preceding Financial
Year. Your Company also continued to maintain its profit growth. The Profit after Tax has achieved
One major development the level of `309 Crores, as compared to `301 Crores in the preceding Financial Year. Your Board
which I would like to share, has recommended a dividend of 175% i.e. `17.50 per equity share of `10/ each, for the financial
that your Company has year 2015-2016. It is also pertinent to mention that the peak gas sales in a day increased to 2.76
successfully listed its equity MMSCM from 2.65 MMSCM, which is 4% in excess over the previous financial year. Your Company
has been constantly improving and performing excellently.
shares with both the stock
exchanges (BSE / NSE) One major development which I would like to share, that your Company has successfully listed
on July 01, 2016 by way of its equity shares with both the stock exchanges (BSE / NSE) on July 01, 2016 by way of diluting
diluting 25% stake by its 25% stake by its promoters (GAIL & BGAPH) by way of offer for sale (OFS) of shares. I am glad to
promoters (GAIL & BGAPH) inform you that the issue was over-subscribed by around 64 times and as on date i.e. on August
26, 2016, the equity share of the Company is quoted at `596.30 (NSE) which is showing the market
by way of offer for sale
capitalisation of the MGL is more than `5,890 Crores.
(OFS) of shares.
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 in the 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.

Your Company is continuously screening opportunity to enter into new markets by participating 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 is looking for acquiring
stake in other existing CGD entities having established markets. It is also pleasing to inform you that
your Company is bidding for new geographical areas to set up and operate CGDs. Your Company
also plans for new initiatives of Hybrid CNG / Diesel vehicles, CNG in two wheelers etc.

2
The decision of the Government of India (GoI) allowing supply of domestic gas up to 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. 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.

Ladies and Gentlemen, it is seen that progress continues, but there is much more to do. While the challenge we face is formidable, and not to be
underestimated, bringing your Company to the aspired level of success is important not only for shareholders but also for our customers, people,
the society in which we operate, and to the industry as a whole, where we play a leading role.

Your Company being a people oriented organization has always focused on the development of its human capital. To realise this vision, our
processes are implemented in a structured manner utilising time tested & globally accepted mechanisms. To highlight a few of the initiatives,
your Company has established a competency framework and has conducted the Assessment and Development Centre for its middle and senior
management. Your Company is very keen in developing the leadership competencies of their managers.  There is a partnership with the best of the
management institutes of India, such as IIM- Ahmedabad, Bangalore, Indore,  & Kozhikode, which helps to develop the leadership in pipeline so as
to meet the future talent needs.

Further, the opportunities are being provided to employees to upgrade and enhance their skills and knowledge through E-Learning initiatives
wherein the employee can undergo a module at his / her convenience and as per choice. Apart from the above, more than 3 man-days of training
per employee is being provided during the year which includes behavioural, technical, functional and skill workshops.

It is a matter of pride that your Company is providing an android based mobile application “MGLCONNECT” which enable the customers to leverage
the latest technology available in the market to enhance their satisfaction through portability of use, ease of operation and time saving. Objective
of your Company is to connect, communicate and care for all shareholders and customers on continuous basis. In coming days, your Company is
focusing on enhancing automation of all processes with a view to achieve paperless office.

Your Company fosters the unwavering philosophy of taking care of the community for sustainable tomorrow. As of August, 2016, 50 students from
extremely fragile economic background have been nurtured to face tough engineering entrance examination with success rate in excess of 90%.
The Company has also created infrastructure supportive to education like science centres (5 schools), computer laboratory (2 schools), and other
infrastructure (4 schools). Your Company is also contributing towards ‘Skill India campaign’ targeting skills augmentation of nearly 300 youths and is
also contributing to various causes in alignment to national and global developmental agendas.

Before I conclude, I would like to take this opportunity to thank all of you for your continuous support and encouragement that has helped your
Company to face all the challenges and achieve consistent growth in its business, while providing safe, competitive, efficient and reliable source of
energy to our esteemed customers.

With warm regards,

Dr. Ashutosh Karnatak

Chairman

3
 Gas Distribution Network
Geographical Area (GA-1 and GA-2)

LEGENDS
GA - 1 Area Existing Steel Pipeline
GA - 2 Boundary Proposed /UN-Commitioned Steel Pipeline
Citygate Stations Existing CNG Stations

4
 New Authorised Area for
Gas Distribution Network (GA-3)

LEGENDS
CA OR Taluka
MGL Proposed P/L
MGL un-commissioned P/L
MGL GA 03 Boundary
MGL Proposed CGS
Railway Lines
Water Bodies

5
 Building a Robust Network
MGL's CITY GATE STATIONS

WADALA

AMBERNATH

TALOJA

MAHAPE

6
 BOARD OF DIRECTORS

Dr. Ashutosh Karnatak Mr. Shaleen Sharma

(Chairman) (Chairman)
(w.e.f. May 28, 2015) (upto May 27, 2015)

Mr. M. Ravindran Mr. Apurva Chandra Mr. Akhil Mehrotra Mr. Nitin Banerjee
(Director) (Director) (Director) (Director)
(upto May 27, 2015) (w.e.f. March 11, 2016) (upto February 12, 2016)

Mr. Rajeev Mathur Ms. Susmita Sengupta

(Managing Director) (Technical Director)

Mr. J.K. Jain Mr. Arun Balakrishnan Mr. Santosh Kumar Dr. Basudeb Sen Mr. Raj Kishore Tewari
(Director) (Director) (Director) (Director) (Director)

OTHER KEY MANAGERIAL PERSONNEL

Mr. S. M. Ranade Mr. Alok Mishra
Chief Financial Officer Company Secretary

7
 HIGHLIGHTS
yy Over 13 lakh customers covering over 65 lakh death or disabilities under MGL’s unique insurance
people being supplied PNG & CNG in and around scheme - "Mahasuraksha Yojna".
Mumbai.
yy Contributed in rehabilitation of families of three
yy Supplying CNG to over 4.70 lakh vehicles through martyrs of 26/11 terror attacks by handing over
a network of over 190 CNG outlets. operatorship of 3 CNG stations.

yy CNG filling facility at 17 depots for over 3300 public yy Won the Golden Peacock Award, Rashtra
transport buses run by BEST, MSRTC, TMT, NMMT Vibhushan Award, 5th Annual Greentech CSR
providing pollution-free travel to the citizens. Award, Pt. Madan Mohan Malviya CSR Award & BT
CSR Excellence Award.
yy Daily reduction of over 1300 tonnes of pollutants
in Mumbai with the use of CNG. yy Won 6th Annual Greentech HR Excellence Award
2016 for training and development.
yy Largest length and breadth of above 400 Km steel
& 4000 km PE pipeline spread across Mumbai and yy Successful Re-certification of ISO14001:2004 -
its adjoining areas. Environmental Management System.

yy Implementation of GIS mapping and SCADA yy Nurtured 20 underprivileged students through

system for efficient control and monitoring of the 11 months rigorous training. 4 students were
entire network. admitted into IITs and others initiated process for
admission into NIT.
yy Securing Gas supply network by setting up a
network of City Gas Terminals at strategic locations yy Reaching out to the customers through a network
in the area of operation. of 7 walk-in centers across the operational area.

yy Successful public listing of MGL on Stock Exchange yy Enhancing customer centric approach by
registering presence on social media and mobile
yy All CNG auto and taxi drivers (above 2 lakh) app ‘MGL Connect’.
provided insurance cover against accidental

8
 ESTABLISHING AN E-CONNECT
TO ENHANCE CUSTOMER CONVENIENCE!
Adapting ourselves to newer technology, we have always been at the forefront
when it comes to offering easier and more convenient solutions to our customers.
Launching our mobile application, ‘MGL Connect’ is one of the few steps taken
towards ultimate customer convenience.
 CONTENTS
1. Corporate Directory........................................................................................................................12

2. Directors' Report...............................................................................................................................14

3. Report on Corporate Governance.........................................................................................49

4. CEO / CFO Certification.................................................................................................................68

5. Independent Auditor's Certificate on Corporate Governance Report...........69

6. Independent Auditor's Report.................................................................................................70

7. Balance Sheet.....................................................................................................................................76

8. Statement of Profit & Loss..........................................................................................................77

9. Cash Flow Statement....................................................................................................................78

10. Notes to Financial Statements.................................................................................................80

10
 EVOLVING FOR THE BETTER.
BY REACHING OUT!
It is not just our business through which we aim to bring about a difference

HEADLINE WILL BE HERE

but also help in building a better society around us for our future generations
to lead an enriching life. We believe education is of vital importance to a
nation’s progress and hence, are always at the forefront to promote education,
skill development through our various CSR initiatives.
 Corporate Directory

BANKERS AXIS Bank

BNP PARIBAS
CITI Bank NA
Deutsche Bank, AG
Development Credit Bank Ltd
HDFC Bank
ICICI Bank
IDBI Bank Ltd
Indian Bank
Kotak Mahindra Bank Limited
Oriental Bank of Commerce
Punjab National Bank
Standard Chartered Bank
The Dhanlaxmi Bank Ltd
The Hongkong & Shanghai Banking Corporation Ltd
United Bank of India
Yes Bank Ltd

STATUTORY AUDITORS M/s. Deloitte Haskins & Sells,

Chartered Accountants,
Indiabulls Finance Centre, Tower 3, 32nd Floor,
Elphistone Mill Compound, Senapati Bapat Marg,
Elphistone (W), Mumbai - 400 013.

SECRETARIAL AUDITORS M/s. Dholakia & Associates LLP,

A/302, Khernagar Sarvodaya Co.op. Hsg. Soc. Ltd.,
Bldg. No. 11, Nr. PF Office, Khernagar, M.H.B. Colony,
Bandra (East), Mumbai - 400 051.

COST AUDITORS M/s. Dhananjay V. Joshi & Associates,

Cost Accountants,
"CMA Pride" Ground Floor, Plot No. 6, S. No. 16/6,
Erandawana Co.op. Hsg. Soc., Erandawana,
Pune - 411 004.

REGISTERED OFFICE MGL House, Block No : G-33,

Bandra-Kurla Complex,
Bandra (East),
Mumbai - 400 051.

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 MOVING TOWARDS
A GREENER TOMORROW WITH CNG!
We have been supplying CNG to over four lakh vehicles, through a robust
network of more than 190 CNG stations with over 1000 dispensing points in
and around Mumbai. Today, almost all the auto-rickshaws, taxis and other
public transport vehicles are plying on CNG. We take pride in helping to
reduce vehicular emissions, thus making a significant improvement in the
city’s environment, in our own small way!
 Directors’ Report
To,
The Members,

Your 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 `2,079 Crores
during the year 2015-16. The Profit after Tax is `309 Crores
for the year 2015-16 as compared to `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
` in Crores ` 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
- (2)
assets, depreciation adjusted as per
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
Building trust of promoters - presentation of dividend cheques to
Total Appropriations 1,415 1,294 GAIL (I) Ltd., BG India Ltd., and Government of Maharashtra
Earnings Per Share
(Face value of `10/- each) Net worth per share has increased from `157.54 in 2014-15
to `171.03 in 2015-16 signifying sound return on investment
Basic (`) 34.55 33.69
coupled with sizeable amount of profit ploughed back into
Diluted (`) 31.36 30.54 the business.

14
2. Appropriations
Dividend
yy In the previous year, a dividend of `17.50 per equity
share on face value of `10/- each (which included
special dividend of `7.50 per share) was paid. For the
financial year ended March 31, 2016, your Directors
are pleased to recommend a dividend of `17.50 per
equity share (i.e. normal dividend of `10 per share
and special dividend is `7.50 per share) on 89341600
equity shares of `10/- each (175% on the paid up
value of each share). 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
yy The payment of dividend, after your approval at the round - IV authorised your Company to lay, build, expand
forthcoming Annual General Meeting, will be made and operate CGD network in Raigarh District in Maharashtra.
in accordance with the regulations applicable at
that time. Growth has been maintained despite encountering
complexities due to development of infrastructure by
3. State of Company’s Affairs various other entities / authorities, limited construction
Your Company’s growth is on fast track and is poised for window period of about six months due to monsoons
scaling newer heights, in it’s chosen areas of operations. and complex web of statutory permissions from multiple
A brief summary of the operations of the Company is authorities to build CGD infrastructure.
provided in the Management Discussion & Analysis
section forming part of this report. The table below shows growth achieved by the Company:
Addition Cumulative
4. Management Discussion & Analysis
Sr for the upto
(a) Operations and Business performance: Particulars
No Year March
Mumbai is a densely populated and a congested city. 2015-16 31, 2016
Building infrastructure in the city has always been a
A. Piped Natural Gas
challenge for your Company. Furthermore, as compared
to other utilities whose infrastructure is already laid in the 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

15
 Continuous additions to the number of domestic about 4% over the previous fiscal year. The peak daily sale
connections and vehicles converted to CNG have ensured of CNG reached 14.69 Lakhs Kg per day during the year.
that your Company is one of the most prominent CGD The growth in demand for CNG is expected to continue
companies in India in terms of consumer base. and your Company is preparing to seize this opportunity
by significantly investing further in the CNG infrastructure
The average gas sales volume of your Company during in the city of Mumbai and adjoining authorised areas
the financial year 2015-16 increased to 2.43 MMSCM per during the next fiscal year.
day registering a growth of over 2% during the previous
fiscal year. The highest daily gas sale volume has reached Highlights of performance and initiatives taken up
a peak of 2.76 MMSCM per day during the year. 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 Unnati', 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
During the year 2015-16, your Company has made for its outstanding contribution for National Economic
substantial investments in network expansion in its and Social Development, Golden Peacock Award for
existing areas of operations of laying, building and Corporate Social Responsibility, 2015.
developing CGD infrastructure in the authorized areas.
4. Your Company signed term Regasified Liquified
During the year 2015-16, apart from domestic connections, Natural Gas (RLNG) contract (0.15 Firm + 0.15 Fall
your Company has also made progress in adding new back) for gas supplies commencing effectively from
Commercial and Industrial consumers. January 01, 2016 and the term is valid till December
31, 2016. Firm RLNG would help security of gas
The average CNG sale during the financial year 2015-16 supplies to your Company and reduce its dependence
increased to 12.70 Lakhs Kg per day registering growth of on Spot RLNG having high volatility of prices.

Recognition for CSR

16
 5. Your Company has signed MoU with FuelmyGaddi. (Maharashtra) authorized by the PNGRB with 300 months
com (FMG). It provides CNG fueling solution for private of infrastructure exclusivity and 60 months of marketing
CNG cars owners. Under this new initiative, FMG exclusivity commencing w.e.f April 01, 2015.
drivers will pick up subscriber’s CNG car in the night,
ferry it to the nearest CNG pump, fill it with CNG The decision of the Government of India (GoI) allowing
and park the car back at subscriber's premises the supply of domestic gas upto 110% of domestic gas
next morning. allocation for CNG (transport) and PNG (domestic)
segments of your Company is immensely helpful in
6. Your Company launched user friendly MGL Connect maintaining competitiveness of CNG and PNG against
Mobile App for its Domestic PNG and CNG consumers. competing alternate fuels. This dispensation of the GoI
would enable your Company to meet fluctuation in
7. Your Company successfully implemented new Web demand and cater to most of the incremental demand in
and Mobile GIS application – ‘myWorld’ for all GIS users. these segments from domestic gas supplies.

(b) Development in Gas Sourcing and Pricing: The ability to source market priced gas from all major
According to the “New Domestic Natural Gas Pricing sources through physical connectivity with GAIL’s Dahej-
Guidelines, 2014“ dated October 25, 2014 notified by Uran pipeline network and the large demand potential in
Government of India (GoI), in addition to providing the existing authorized areas of your Company, provides a
clarity on domestic Natural Gas Pricing, moderated tremendous scope for growth.
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.

Enhancing gas sourcing infrastructure

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
Also, your Company has entered into /renewed framework compression charge for CNG, as ultra vires. Such verdict of
agreements for Spot RLNG with suppliers available in Hon’ble Supreme Court provided respite and clarity about
market to source Spot RLNG in a competitive manner, to non applicability of retrospective impact of network tariff
cater to daily and seasonal fluctuations in gas demand and compression charges, if any.
and quantities required over and above total of domestic
gas allocations and firm RLNG supplies. Spot RLNG prices A challenge before your Company would be to roll out
(delivered) fluctuated considerably during the year from its CGD infrastructure in a time bound manner to meet
low of about US$ 5.87/ MMBTU to a high of US$ 9.61 / its regulatory targets in newly authorized Raigarh district
MMBTU. Your Company successfully maintained its overall covering over 6800 Square Km area consisting of diverse
gross margins in all segments in spite of considerable topography of rocky terrain and forest land.
fluctuation in gas costs by effective implementation of a
comprehensive gas sales pricing policy. Another challenge before your Company would be to
develop competitive skills to prepare for likely competition
(c) Opportunities and Challenges: post exclusivity scenario in Mumbai and Greater Mumbai
Your Company is in process of expanding the CGD and Thane city & contiguous areas, retaining skilled
network in the Geographic Area of Raigarh District manpower and developing more number of vendors and

17
 competent contractors. To address such challenges, your are joint discussions and requisite approvals before any
Company is focusing on upgrading its robust systems and commitment is made.
processes, strengthening manpower & skill development.
The internal audit activity is performed by a reputed
Also, the outcome in the ongoing legal cases (i) in Hon’ble external professional firm covering major business
High Court of Delhi on natural gas marketing exclusivity in operations which ensures the effectiveness of existing
Mumbai and its Adjoining Areas (ii) in the APTEL between processes, controls and compliances. This has been further
MGL & PNGRB, GAIL and ONGCL, on applicability of augmented by introducing implementation review which
additional Transportation Tariff of ONGCL’s Uran Trombay is aimed at ensuring that the audit findings are tracked until
Pipeline levied by GAIL may have an impact on your closure. Internal audit reports along with management
Company. comments and action plan on recommendations as well
as the findings of implementation review are presented
(d) Risk Management & Internal Control System: to Audit Committee. Functioning of the auditing firm is
MGL has established business risk management overseen and facilitated by in-house dedicated personnel.
framework for identifying risks that may have a bearing
on the organization's objectives. Risks are evaluated on The Company has a rigorous business planning system
the basis of their impact and likelihood by Business Risk to set targets and parameters for operations which are
Review Group (BRR Group) consisting of senior executives reviewed with actual performance to ensure timely
of Company and are periodically reviewed by the Audit initiation of corrective action, if required.
Committee and the Board.
A Strategic Management Group (SMG) consisting of
The Business Risk Review Group assists the Audit Senior Executives undertake discussions and take joint
Committee and the Board in its oversight of the decision on all major issues.
Company's management of key risks, including strategic
and operational risks, as well as the guidelines, policies Your Company has witnessed smooth operation of SAP R/3
and processes for monitoring and mitigating such risks ERP system as well as IT systems during the year. Maximum
under the aegis of the overall business risk management uptime of IT Infrastructure, systems and services could be
framework. achieved without any loss-time of operation or information
security incidents. The Company could upgrade the SAP
MGL has put in place adequate lnternal Financial controls to one of the latest technical platform - “Enhancement
(IFC) commensurate with its size and nature of its Pack 6”.  As a sequel to the technical upgrade business
business and in conformance to Companies Act and other function activation was accomplished with an exclusively
applicable statutes. These have been thoroughly assessed in-house effort for Financials where functionalities like
(and augmented, where needed) through one of the Income Tax depreciation and report for past periods for
renowned expert agencies (M/s E & Y) so as to ensure that foreign currency valuation were achieved. The mobility
such controls are operating effectively. Your management implementations were enhanced and applications
continuously exercises focus on strengthening its like the customer application on Android witnessed
internal control processes through various initiatives growing popularity. To further streamline processes, a
such as setting tone from the top, awareness sessions mobile application for the “Last Mile Connectivity” of
as well as periodic review. These initiatives provide a domestic customers has been rolled out which resulted in
reasonable assurance in respect of providing financial recording activities of material consumption, move-in of
and operational information, complying with applicable the customer in SAP and payment to contractors without
statutes, safeguarding of assets of the Company and any time-lag and with a centralized operation.
ensuring compliance with corporate policies.
In an endeavour for a paperless office and enhancing
Policies, standards and delegations of authority have been controls, your organization has developed applications for
disseminated to senior management to cascade within safety incident tracking and automating training records
their departments. Procedures to ensure conformance for contract engineers and plumbers.
to the policies, standards and delegations of authority
have been put in place covering all activities. Inter- Supervisory Control and Data Acquisition (SCADA) has been
dependencies of job responsibility ensure that there implemented to have remote control of select installations.

18
(e) Health, Safety, Security & Environment (HSS&E): operations. Your Company considers its contractors as
Safety business partners and expects them to adhere to the
Your Company is in the business of supplying Piped and Company’s HSSE standards. Coaching and assistance is
Compressed Natural Gas that is environment friendly provided to the business partners as and when required.
and safe. To facilitate this, your Company constructs and
operates pipelines in the city of Mumbai and its adjoining As a part of your Company’s drive for continuous
towns. Whilst doing this, your Company adheres to high improvement in safety, various steps have been undertaken
standards of Health, Safety, Environment and Security to raise general awareness in the relevant community and
and as the Company believes that ‘Outstanding Business operating environment such as PNG awareness campaign
Performance requires Outstanding HSS&E Performance’. in residential societies, MGL Emergency Management
Your Company complies with all legal and statutory Systems awareness for local Fire Brigade offices, District
requirements applicable to its operations as a minimum Disaster Management Cells, Police personnel in various
standard and aspires to attain recognised world class police stations, CNG awareness campaign at various auto
performance. 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”.
Gas Safety Awareness Your Company has implemented Online Action Tracking
Your Company is accredited to OHSAS 18001:2007 for System to evaluate and close out the recommendations
Occupational Health & Safety Management system, related to the incidents and Senior Management Audits
ISO 14001 for Environment Management System and in a methodical way. Your Company in future is going
ISO 9001:2008 for Quality Management System which to implement E - permit system and Defensive Driving
are being audited regularly at par with international Management system. Your Company has an Emergency
requirements. 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)
Reinforcing Safe practices - Mock Drill
for all drivers and helpers of vehicles plying within the
Your Company is committed to the health and safety of all organization namely Light commercial Vehicles (LCV)
its employees, the employees of our contractors and other carrying CNG, pool vehicles, and Master Control Center
stakeholders who may be affected by the Company’s (MCC) / Emergency vehicles. Your Company has imparted

19
 DDT training to more than 600 contractors’ drivers and three distinct verticals - Surveillance Assurance, Asset
patrolmen driving bikes associated with MGL. Protection & Security Support; each complementing &
reinforcing each other. Surveillance assurance process
Your Company has a well-built Fire Management System was augmented by bringing in quantum improvements
in place in compliance with all national standards. A in CCTV coverage by incorporating all Company owned
competent firefighting workforce has been deployed at CNG Retail Outlets in its CCTV network. An ‘App-
all city Gate Stations (CGS) and MGL offices to combat any based Surveillance Mechanism System’ for monitoring
potential fire emergency. The Fire Management System Patrolmen activities is in the pipeline for implementation.
has been scrutinized by an external third party agency Implementation of this project will provide real time
of international repute validating the effectiveness of data related to pipeline surveillance. Steps are also on
the system. to incorporate security guards of housing societies and
other people residing in the vicinity of gas pipelines
A series of mock drills were conducted in the presence for gaining information about pipeline through
and association with the Mutual Aid Response Group implementation of incentive driven plans. In order to
(MARG) members to demonstrate the MGL Emergency achieve the desired results in security assurance process,
Response and Disaster Management Plan (ERDMP) and a state of the art ‘Security Control Room’ for continuous
learn from the inputs of the MARG members for continual surveillance of Pipeline, VTS monitoring, monitoring
improvement. patrolmen activities, remote monitoring of DRS &
continuous surveillance of all asset locations & major
Security offices is planned.
Security management as an independent support
process in your Company evolved to provide physical The year saw new initiative in Vigilance function.
security assurance mechanism to its business. Ever- ‘Vigilance Mechanism’ of the Company was approved
changing business dynamics, continual maneuver in and implemented in the Company. A definite mechanism
socio-economic scenario with rapid increase in threat is at present in place to deal with matters related to fraud
perspective & swift business expansion of your Company & unethical practices.
engaged the security team to carry out thorough
reassessment of the Company’s security management The ultimate goal of the Security Management System
processes through risk assessment & reviews, specially in MGL is to achieve effective security performance.
focusing on protection of critical assets with enriched Key emphasis of the Security Management System is to
focus on pipeline network and physical security support provide uniform security standards across your Company
to key processes. Your Company has responded positively so as to make the security practices proactive rather than
to changing security challenges by evolving and adopting relying on reactive mechanisms.
effective security mechanism and programs into its overall
business operations. Environment
The Environment is both a brand image as well as a
Security process sustainability of your Company is core area of focus for your Company. In addition to the
continuously put to test through continuous feedback process and procedures, your Company has in place, to
from other functions followed by review of security meet the requirements of ISO-14001 accreditation, every
process and thereafter implementing the result of such year your Company celebrates World Environment Day
reviews. These reviews include risk and vulnerability wherein the employees rededicate themselves to protect
assessments, threat appreciation, access control the environment and promote the benefits of natural gas
mechanism, security awareness training, incident to improve the environment through public awareness
management drills and exercises. Your Company Security campaigns. Towards environment compliance, a new
Management System is being audited periodically by initiative of landscaping and greenland development
reputed third party agencies for identifying its areas of work has also been completed at CGS Ambernath. Your
improvement. Company has installed solar panels in Administration
Building to reduce collective dependence on electricity.
In order to match with enthusiastic business expansion Also use of CFL lights and gas generators working on
coupled rapidly diversifying security threats, security as natural gas at Offices and CGS saves significant amount of
a function graduated from basic guarding function to electricity and combat greenhouse gases emissions. Your

20
 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
Imbibing environment awareness in young minds the current authorized geographical area through higher
Company is also planning to implement upgraded EMS number of domestic connections and more CNG stations
standard of ISO14001:2015. along with expeditious rollout of CGD infrastructure in the
newly authorized Raigarh district.
(f) Project Monitoring:
Corporate Project Monitoring Cell (CPMC) is always in an Your Company is continuously screening opportunity to
earnest endeavour to improve upon project monitoring. enter into new markets by participation in the bids invited
Web based module designed for capturing and display by PNGRB for implementation of the CGD network across
of performance of key milestones is further advanced to the country in upcoming CGD bid rounds of the PNGRB.
assist execution departments in figuring out the areas of Also, your Company is exploring various opportunities for
concern and underutilization of already laid infrastructure. inorganic growth such as equity stakes in other existing
The system has also benefitted the Company to improve CGD entities.
upon the accuracy and timely submission of requisite
information to stakeholders and regulators. Your Company also plans for new initiatives of Hybrid
CNG/ Diesel vehicles, CNG in two wheelers etc.
Further in it’s ever endeavour to improve upon the projects
operation and monitoring, CPMC has gone ahead with 5. Automation, Information Technology, Metering and
the initiative of developing new “System Based Modules”, Customer Relationship Management Improvements:
essentially very effective facilitating and monitoring tools. (a) Automation and Information Technology:
These new modules are: Your Company has been successful in sustaining and
yy Last Mile Connectivity (LMC) mobility Application: enhancing its SCADA system across all the four City Gate
On adopting this application, MGL could ensure Stations, 109 CNG stations and 3 Sectionalising Valves
on time recording of Customers conversion date, (SV). Plans are in place and further work is in progress to
validation of Meter serial Number and genuineness of cover an additional 60 CNG stations and 6 SVs.
reporting of the House Locked cases.

yy 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 Effective monitoring - SCADA Control Room

21
 With the successful experience of Data logger monitoring center has been re-designed for increasing customer
system at 30 District Regulating Stations (DRS), plans are convenience with various automated self-help menus,
in place for covering an additional number of 26 DRSs and updated customer information / updates. Few of
enabling your Company to further strengthen the safety the Key Features incorporated are as follows –
of operations and provide improved services to your 1. Increased self-help options.
consumers in a more efficient manner. 2. Easier navigation of menu.
3. Customers who wish to avail After Sales Services
Implementation of metering system in an existing District (Install / Remove Meter) get priority to speak to
Regulating Station (DRS) and Automated Meter Reading Customer Service Executive.
(AMR) of the customers installed downstream of the DRS 4. Data to be captured regarding callers who wish
is being expedited by exploring suitable suppliers and to report demolition of building so that they may be
vendors and detailed feasibility is being worked out in the contacted later.
first phase.
Our Customer Care Helpline (Call Center) has been
Your Company is also in the process of undertaking trials relocated to CBD Belapur at the vendor's location, having
for the implementation of pre-paid metering system for the following advantages –
domestic customers. 1. The inbound call taking capability has been enhanced
from 20 to 54 work stations. Scalability of additional
These initiatives shall render the capability for remote work stations at a later date can be done very easily.
acquisition of Meter readings, detecting instances of Meter
tampering and delivering an enhanced user experience 2. The Call Center operation is now operative 24x7.
thereby raising safety as well as revenue realisation.
3. Standardization of services by the BPO has enabled
(b) Metering: MGL to position its customer service as business
Efforts were continued to maintain domestic meter differentiator in a competitive scenario leading to
reading accuracy & efficiency by updation of customer increase in brand value.
master data as per meter readers’ feedback; continued
cross-verification of at least 10% door lock images; 4. In the FY 15-16, there was an increase of 8.63% of
providing list of non-functioning meters to O&M registered customers. Subsequent to outsourcing
Department for replacement etc. of the call center activity, our call receiving capability
increased by 7% month on month. As a result of this
As way forward, following improvements to domestic improvement the call abandon significantly reduced
meter reading android software are under implementation by 2.35% within a span of 8 months of commencement
which would help minimize meter readers’ errors: of operations.
1. Logical grouping of standard meter reading codes.
2. Experience based enhancement of list of standard Customer Awareness:
meter reading remarks. Keeping in mind the ever increasing customer
3. Availability of standard codes and standard remarks in expectations, the following Customer Awareness
hindi devanagari script along with English. initiatives were taken to create Customer Delight –
Know you PNG Bill:
The improvements would also involve provision to yy A bilingual document accompanying the PNG bill,
capture photographs of various situations prevailing in explaining different aspects of the bill:
customers’ premises, which would facilitate back end I. The 1st PNG Bill Insert explained calculation of the
analysis and identification of appropriate further actions. bill, importance of Actual Meter Reading, etc.
II. The 2nd PNG Bill Insert elaborates on the various
In CNG daily report compilation, time & human effort charges/amount collected under each line item
saving was achieved by re-organizing formats of field data of the bill. This will be sent in the billing cycle
received from various sources. commencing in September 2016.

(c) CRM: yy Both Inserts inform about customer friendly ways to

The Interactive Voice Response System (IVRS) in the call provide Actual Meter Reading.

22
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 Convenience for CNG consumers - Launch of Fuel my Gaadi
amongst all the segments of PNG and CNG. We have for providing services of CNG car re-fuelling through third
focusing to have high penetration in this segment. In order party agency during non-peak hours. The service provider
to achieve the set target of gas volume in Commercial A offers hassles free CNG refilling service to private car
category, we had planned to register 500 Commercial A customers by picking up car from customer’s residence
customer in FY 15-16. We have exceeded the same by during night hours and returning CNG refilled car at
achieving 536 Nos for volume off-take of ~15,000 SCMD. nominal charge.

Reticulated Policy Supply of PNG to MCGM Crematorium:

Today, PNG has become preferred choice of cooking Of the 12 crematoriums provided by MCGCM under Phase
fuel irrespective of the consumer profile in Domestic 1, MGL has already laid the line up to the crematorium
segment. Prominent builders have always showcased premise for 11 of the crematoriums and for the balance
PNG connection as one of the amenities to attract one case permission for laying is expected soon.
the potential buyers. To cater to this niche market, we
have reticulated policy which is win-win proposition 7. Quality Initiative
to builders, customers and MGL. The objective of this Your Company has successfully completed the periodic
model was to develop the additional resources without surveillance audit for ISO 9001:2008 Quality Management
compromising on the targets and also facilitate builders System by M/s. DNV in April 2015.
during the construction phase of project itself. We have
already executed the agreements with leading as well as As a part of continual improvement, “Online Audit
small projects for supplying PNG to over 7000 households Management Module” for Quality Management System
and considering the response from the builders, it is has been introduced. This is a paperless and green
estimated that we may sign off projects having additional endeavor. This facilitates reporting, tracking & monitoring
12000 households over a period of next six months. of Internal Quality Audits and field quality inspections.
Your Company plans to transit from ISO 9001:2008 to ISO
Fuel My GAADI 9001:2015 new standard during its next re-certification
With a saturated market of public transport in CNG, the audit.
promising segment left is private cars. The needs of this
segment differ than that of the public transport segment 8. Geographical Information System (GIS)
for obvious reasons. Refuelling time is a critical issue, The Geographical Information System (GIS) established
which clashes with the refuelling schedule of autos and in the Company continues to be utilized to effectively
taxis due to change in shift timings of the drivers. To ease manage network. The pipeline network laid/being laid is
the refuelling issues for private car segment an out-of- mapped in GIS on an ongoing basis which helps in regular
the-box concept is being supported by MGL under the monitoring, repair and maintenance on day to day basis
brand name ‘Fuel my Gaadi’. This initiative is being taken as well as in the case of emergency.

23
 The mobile GIS solution “my World” has been further 10 MGL specific modules for 100 users. Another initiative
enhanced by introducing the editing functionality which was taken to commission an Employee Opinion Survey
enables updating the mapping of the network even for further enhancement of the organizational people
from field. processes.

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. Emphasizing fitness in women employees
In the areas of talent development and performance
9. Human Resources Development and Employee improvement processes; the blue print of leadership
Relations development plan and succession planning has been
Your Company focus is in the most valuable asset “Human formed, which will support the organization in meeting
Resource” and has made all efforts to attract new talent as its talent needs in time to come. Initiatives have also
well as develop and enhance the skills of the existing talent been taken to bring focus of performance to create a
pool. Organization restructuring for growth, revisiting HR performance driven culture by modifying the existing
policies, facilitating congenial and safe work environment performance system. Additionally, the skill enhancement
and behaviour based training programs were some of the has also been done through various training programs
initiatives undertaken by MGL during the year. and workshops for employees across all the levels by
arranging around 1800 mandays of training workshops.

Long Service Award recipients with Senior Management

There was also emphasis given to develop / draft the
policies which were in existence but not documented
Recognition for HR excellence and also to support the overall people development.
The organization has laid emphasis on human capital and
their work life balance by implementing the flexi time At the year end, your Company had 499 employees on
policy which is backed by technology for the purpose its rolls; 49 employees were recruited during the year
of monitoring and control. The policy is well received 2015-16. The attrition rate was around 6% for the Financial
by the team and there was no loss of productivity. The Year 2015-16.
organization has focused on enhancing HR capabilities by
augmenting IT interphase in HR systems and processes. 10. Corporate Social Responsibility Policy
An annual training calendar with a focus on planned Mahanagar Gas Limited being a responsible corporate
development activities was initiated and implemented. citizen has been continuously contributing in social
investments primarily in the areas of Education,
As part of the new initiatives E-Learning was introduced Skills Development, Health and Sanitation, Women
for the first time in MGL with 20 behavioural modules and empowerment and Environment protection.

24
 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
Empowering future generations - MGL Unnati animals as an initiative towards animal welfare.
‘MGL Unnati’, is an intervention designed with the
objective to promote vertical socio-economic mobility MGL has been reaching out to the less blessed, roofless and
through education. The project envisages coaching and rootless children through its initiative ‘MGL Komal Jivan’.
mentoring of meritorious children of CNG auto, taxi and MGL has adopted a multidimensional effort towards holistic
public transport bus drivers and other economically development of such children who due to a complex mix
weaker sections enabling them to face competitive of domestic, economic or social disruption find themselves
engineering entrance examination. Free coaching for a in the streets and vulnerable to multitude of abuses. MGL
period of 11 months was extended to 20 students out has also extended support for air conditioning of Bai
of which 14 qualified in the IIT mains and 5 students got Jerbai Wadia Hospital a grade II-B heritage structure. MGL
admission in IITs / NITs. Out of the 20 students trained also extended support for training of ace shooter and an
under the initiative, 19 have got admissions in engineering Olympic medal prospect Ms. Heena Sidhu.
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.

Skill enhancement for empowering women

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

Enhancing Skill Development - MGL Hunar Companies Act, 2013 has constituted a Corporate Social
MGL has been supporting slum communities in their Responsibility Committee with Mr. Santosh Kumar as its
quest for seeking better prospects for future generations Chairman and Independent Director, Managing Director
by adopting a community center for initiatives like presently Mr. Rajeev Mathur as Member and Whole Time
supplementary education, nutrition, health, soft Director, Ms. Susmita Sengupta as Member. The Company
skills training, IT training and livelihoods related skills has also placed details of Policy on the website of the
augmentation training to youths. It is also mentoring Company. Further details required as per the provisions
children from slum communities through sports to evolve of the Companies Act, 2013 are attached to this report as
positive attitude and sensitize them against the negative Annexure – III.

25
11. Directors and Key Managerial Personnel 2. The Directors had selected such accounting policies
a) Appointments and applied them consistently and made judgments
During the financial year 2015-16, Mr. Akhil Mehrotra has and estimates that are reasonable and prudent so as
been appointed as an Additional Director on the Board of to give a true and fair view of the state of affairs of the
the Company with effect from March 11, 2016 and shall Company at the end of the financial year and of the
hold office upto the date of the ensuing Annual General profit and loss of the Company for that period;
Meeting of the Company. 3. The Directors had taken proper and sufficient care
b) Cessation for the maintenance of adequate accounting records in
Mr. Nitin Banerjee resigned from the position of Directors accordance with the provisions of this Act for
w.e.f. February 12, 2016. The Board of Directors places safeguarding the assets of the Company and for
on record the valuable contribution made by him to the preventing and detecting fraud and other irregularities;
growth of the Company, during his tenure as Director of 4. The Directors had prepared the annual accounts on a
the Company. going concern basis;
c) Retirement by Rotation 5. The Directors of the Company had laid down internal
The provisions of Section 152 (6) of the Companies Act, financial controls to be followed by the Company and
2013 and Article 87 of the Articles of Association of the that such internal financial controls are adequate and
Company provide for retirement of rotation of the Directors were operating effectively;
of the Company. Accordingly, Dr. Ashutosh Karnatak retires 6. The Directors had devised proper systems to ensure
by rotation at the ensuing Annual General Meeting and compliance with the provisions of all applicable laws
being eligible offers himself for re-appointment. Based on and that such systems were adequate and operating
the recommendation of Nomination and Remuneration effectively.
Committee, the Board recommends his re-appointment
at the ensuing Annual General Meeting. 14. Corporate Governance & Shareholders’ Information
d) Particulars of Employees Your Company strongly believes in adherence with
The ratio of remuneration of each Director to the good and ethical governance practices to enable the
median of employees’ remuneration as per Section management to direct and control the affairs of the
197(12) of the Companies Act, 2013, read with Rule 5(1) Company in an efficient and effective manner. It believes
of the Companies (Appointment and Remuneration in imbibing the good governance practices to ensure the
of Managerial Personnel) Rules, 2014 forms part of the maximization of value and goodwill for all the stakeholders
Board’s report (Annexure - IV). of the Company. With that belief, though not applicable
before listing, your Company voluntarily complied with the
There are no employees who are posted in India throughout requirements of Regulation 17 and 27 of the SEBI (Listing
the financial year and in receipt of a remuneration of Obligations and Disclosure Requirements) Regulations,
`1 Crore and `2 lakhs or more, or posted for part of the 2015 as applicable to the listed Companies and has been
year and in receipt of `8 lakhs and `50,000 or more a complying with the aforesaid requirements of Corporate
month, under Rule 5(2) of the Companies (Appointment Governance post listing. A separate report on Corporate
and Remuneration of Managerial Personnel) Rules, 2014. Governance has been annexed to the Annual Report.

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 Highlighting MGL's credentials - Senior Management
applicable accounting standards had been followed 15. Extract of Annual Return
along with proper explanation relating to material Extract of Annual Return as prescribed under sub -
departures; Section (3) of Section 92 and rule 12(1) of the Companies

26
 (Management and Administration) Rules, 2014 in Form agreement/ SEBI (Listing Obligations and Disclosure
MGT – 9 has been annexed to this Report as Annexure – II. Requirements) Regulations, 2015.

16. Particulars of Contracts or Arrangements with 21. Audit Committee

Related Parties Details regarding the constitution, re - constitution of the
There were no Related Party Transactions (RPTs) entered into Audit Committee as per the provisions of Companies Act,
by the Company during the financial year, which attracted 2013 and the Listing Agreement/SEBI (Listing Obligations
the provisions of Section 188 of the Companies Act, 2013. and Disclosure Requirements) Regulations, 2015 along
with the dates of Meeting and the Terms of Reference have
17. Material changes and commitments, if any, affecting been entailed in the Report on Corporate Governance.
the financial position of the Company which have
occurred between the end of the financial year of the 22. Stakeholders Relationship Committee
Company to which the financial statements relate Details regarding the constitution, re-constitution of
and the date of this report: the Stakeholders’ Relationship Committee as per the
Company got successfully listed on the BSE Limited and provisions of Companies Act, 2013 along with the dates of
National Stock Exchange of India Limited on 1st July 2016. Meeting and the Terms of Reference have been entailed
The stake of the promoters GAIL (India) Limited and BG Asia in the Report on Corporate Governance.
Pacific Holdings Pte Limited reduced to 32.50% pursuant to
Offer for Sale in the IPO. 9436178 compulsorily Convertible 23. Nomination & Remuneration Committee
Debentures of the Government of Maharashtra has been Details regarding the constitution, re-constitution of the
converted into 9436178 Equity shares of face value of Nomination and Remuneration Committee (NRC) as per
`10/- each pursuant to terms of the issue. 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
Successful Public Listing of MGL Meeting and, being eligible, offer themselves for
18. Details of Significant & Material Orders Passed by reappointment and shall hold office from the conclusion
the Regulators or Courts or Tribunal of this Annual General Meeting [AGM] till the conclusion
There are no significant and material orders passed by the of next AGM. In this regard, Company has received a
Courts or tribunals impacting the going concern status certificate from the auditors to the effect that if they
and the Company’s operation in future. are reappointed, it would be in accordance with the
provisions of Companies Act, 2013.
19. Deposits
The Company has not accepted any deposits pursuant 25. Secretarial Auditor
to provisions of the Companies Act, 2013 and rules made The Company had appointed M/s. Dholakia & Associates,
thereunder. Company Secretaries in Practice as Secretarial Auditor for
the Financial Year 2015-16. The Secretarial Audit Report
20. Declaration From Independent Directors on for the financial year ended March 31, 2016 is annexed
Annual Basis herewith as Annexure - V to this Report.
The Company has received necessary declaration from
the Independent Directors of the Company under The observations and the suggestions of the Secretarial
Section 149(7) of the Companies Act, 2013 stating that Auditor in their Report have been noted and the necessary
they meet with the criteria of their Independence laid returns have been submitted with the Competent
down in Section 149(6) as well as Clause 49 of the listing Authority.

27
26. Cost Auditor 29. The Sexual Harassment of Women at Workplace
M/s. Dhananjay V. Joshi & Associates, Cost Auditors were (Prevention, Prohibition and Redressal) Act, 2013
appointed as Cost Auditor for the audit of cost records Prevention Of Sexual Harassment Policy
maintained by the Company for the financial year ended The Company had constituted an Internal Complaints
March 31, 2015. The Cost Audit Report was filed by the Committee in compliance with requirements of the
Cost Auditors on October 15, 2015 within the due date. Sexual Harassment of Women at Workplace (Prevention,
In respect of the Financial Year ended on March 31, 2016, Prohibition and Redressal) Act, 2013. The members of this
M/s. Dhananjay V. Joshi & Associates, Cost Auditors were committee include representatives from the Company
re-appointed. The due date for filing the Cost Audit Report and external experts/NGOs.
is September 27, 2016 (within 180 days from the end of
financial year). Your Directors further state that during the year under
review, there were no cases filed pursuant to the provisions
27. Formal Annual Evaluation of the said Act.
Pursuant to the provisions of the Companies Act, 2013
and in compliance with the requirements of SEBI (Listing 30. Conservation of Energy, Technology Absorption,
Obligations and Disclosure Requirements) Regulations, Foreign Exchange Earnings and Outgo
2015, the Board has carried out the annual performance The information in accordance with the provisions of
evaluation of its own performance, the Directors Section 134(3)(m) and Rule 8 of Companies (Accounts)
individually as well as the evaluation of the working of Rules, 2014 is annexed hereto as Annexure – I.
its Committees. A structured questionnaire was prepared
after taking into consideration inputs received from 31. Appreciation and acknowledgement
the Directors, covering various aspects of the Board's Your Directors take this opportunity to place on record
functioning such as adequacy of the composition of their appreciation and sincere thanks to the Ministry
the Board and its Committees, Board culture, execution of Petroleum & Natural Gas, Government of India,
and performance of specific duties, obligations and Petroleum & Natural Gas Regulatory Board, Government
governance. A separate exercise was carried out to of Maharashtra (GOM), Municipal Corporations of Greater
evaluate the performance of individual Directors Mumbai, Navi Mumbai, Thane, Mira-Bhayander, Kalyan-
including the Chairman of the Board. The performance Dombivali, Raigad, other State and Central Government
evaluation of the Independent Directors was carried out Authorities, Mumbai Metropolitan Regional Development
by the entire Board. The performance evaluation of the Authority (MMRDA), Maharashtra Industrial Development
Chairman and the Non Independent Directors was carried Corporation (MIDC), Police and Fire Brigade Authorities,
out by the Independent Directors. Bankers, Contractors, Consultants, Consumers and
Local Citizens for their whole hearted support and co-
28. Vigil Mechanism operation. The Board also records their appreciation to its
In Compliance with requirements of the provisions of Stakeholders - GAIL (India) Limited, Shell Group, BG Group
Section 177(9) & (10) of the Companies Act, 2013 and and GOM for their support and to the employees of the
as per Regulation 22 of the SEBI (Listing Obligations Company for their devotion, dedication and hard work for
and Disclosure Requirements) Regulations, 2015, your efficient operations and implementation of projects while
Board of Directors at its meeting held on March 26, maintaining momentum on your Company’s growth.
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 For and on behalf of the Board of Directors
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 Place : Mumbai Dr. Ashutosh Karnatak
https://www.mahanagargas.com/investors/Policies.aspx. Date : August 20, 2016 Chairman

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 FUELLING SATISFACTION THROUGH PNG!
PNG – might as well be known as Preferred Natural Gas, as it provides safe,
convenient, economical and environment friendly energy solution to every
consumer segment from household, commercial establishments to industries.
We have spread our PNG network across Mumbai metropolis and are currently
catering to over 8 lakh consumers in this region.
 ANNEXURE - I
Conservation of Energy installed Vapor absorption chiller in-built with a heat
A) Steps taken for conservation and utilizing alternate recovery feature. This is a showcase of clean and green
sources of energy: initiative.
Your Company has implemented a number of energy
conservation measures at various operating installations Gas Gensets are installed at gas receiving stations (Mahape,
and CNG stations. It includes successful implementation Taloja and Ambernath) and MGL owned CNG station at
of cascades of water capacity of 3000 litres to reduce Owala, Thane to provide electrical power back up.
the frequency of start-stop of the compressor, thereby
improving efficiency and also implementation of cascades High wattage premise lights have been replaced by low
of water capacity of 4500 litres, for transportation from wattage LED lamps at CGS, Sion reducing electricity
mother station to daughter booster station through LCV, consumption by 50%.
to reduce the frequency of movements of LCVs.
An Energy Conservation unit has been installed at MGL
This has resulted in considerable savings and House, Bandra-Kurla Complex, which has brought about
contributions to environmental improvements. 14-15% reduction in energy consumption on account of
lighting load.
Solar Power Plant of 30kw installed at CGS, Wadala, has
been successfully catering to the electrical lighting load Continuous efforts are put to maintain electrical power
of the office building. A 20 KW Solar power plant has been factor at CNG stations at desired level to achieve efficient
recently installed and taken into service at Mahape office. use of electric energy.

Similarly such installations are scheduled for MGL offices Your Company has also taken various initiatives like
at Ambarnath (10kw) and Taloja (20kw). Plant work development of compact DRS, improvement in the
started at Ambernath and is expected to get completed technical specification of flexible hose used for domestic
by July’16, Taloja will be completed by November’16. connections in high rise buildings, standardization in
usage of materials (to facilitate effective management of
At Mahape office, a natural gas-based fuelled generator inventory) like GI pipes, Service Regulators and RCC tiles.
set has been commissioned generating sufficient power
as the primary source (of power) for the office building B)
Capital investment on energy conservation
wherein the grid power is now consumed only as the equipments:
secondary or backup source. The exhaust heat emission Company has finalized PO of `7.4 lakh for Solar Power Plant
of this Gas Genset contributes to the air-conditioning at CGS, Ambernath where work is started and expected to
of the same building by being utilized for the newly get completed by October’16.

30
TECHNOLOGY ABSORPTION:
Sr. Current Year Previous Year
Particulars
No. 2015-16 2014-15
1 Research and Development (R&D)
A Specific areas (a) Continuity with development of: (a) Continuity with development of:
in which R&D yy Supervisory Control and Data Acquisition yy Automatic Meter Reading (AMR) System
carried out by the (SCADA) System yy PE Risers
Company yy Compact DRS yy Supervisory Control and Data Acquisition
yy Standardization of materials (ERW GI pipes, (SCADA) System
Service Regulators, RCC tiles) yy GIS Mobility
yy Full review of technical specifications in yy Compact DRS
process yy Improvement in flexible metallic hose
yy Design of PNG riser and lateral system in high- assembly
rise building of height more than 120 metres yy Standardization of materials (ERW GI pipes,
yy Replacement of conventional crimping fitting Service Regulators, RCC tiles)
with injection moulded transition fitting. yy Full review of technical specifications
initiated
yy Gas Genset for in house power generation
at Mahape Building
yy New Vapour absorption air conditioning
with heat recovery feature at Mahape
building.
yy (the above two being show case clean &
green initiatives)
yy Potential Survey of the entire MGL area i.e
GA1 & 2.
B Benefits derived yy Improvement in the existing business yy Improvement in the existing business
as a result of the processes and working standards of a City Gas processes and working standards of a City
above R&D Distribution Project. Gas Distribution Project.
yy Development of Natural Gas Market yy Development of Natural Gas Market
yy Safe and effective operation of Gas Supply yy Safe and effective operation of Gas Supply
Network Network
yy Cost saving and Energy saving yy Cost saving and Energy saving
yy Effective inventory management
C Future plan of yy Standardization of usage of PE pipes yy Continuing Vendor Development
action yy Continuing Vendor Development (Regulators, (Regulators, Gas Meters, PE pipes, etc)
Gas Meters, PE pipes, etc) yy Further development of SCADA system
yy Further development of SCADA system yy PE Risers
yy Review feasibility of providing PNG / CNG to yy Automater Meter Reading (AMR)
remote locations through LCNG facilities technology
yy Pre-paid meters
D Expenditure on R&D:
yy Capital
yy Recurring
yy Total
yy Total R&D Nil `2,31,80,132/- (0.1%)
expenditure as
a percentage
of total
turnover

31
TECHNOLOGY ABSORPTION:

Sr. Current Year Previous Year

Particulars
No. 2015-16 2014-15

2 Technology absorption, adaptation and innovation

A Efforts, in brief, made Further development of Standards, Further development of Standards,

towards technology Specifications and Operating Procedures Specifications and Operating Procedures (from
adaptation and (from BG Group), adapted for local BG Group), adapted for local implementation.
innovation implementation.

B Benefits derived as a result of the above efforts e.g. Product Improvement, Cost Reduction, Product
Development, Import Substitution, etc.

yy Safe operation of Gas Supply Network yy Safe operation of Gas Supply Network
yy Import substitution by development yy Import substitution by development of
of indigenous vendor for supply of indigenous vendor for supply of Service
Service Regulators Regulators
yy Growth strategy yy Growth strategy

C In case of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year), following information may be furnished

(a) Technology imported Nil Nil

(b) Year of import N.A. N.A.

(c) Has technology been fully

N.A. N.A.
absorbed?

(d) If not fully absorbed, areas

where this has not taken
N.A. N.A.
place, reasons therefore and
future plans of action

3 Foreign Exchange Earning and Outgo

Current Year (` in Crores) Previous Year (` in Crores)

Total Foreign Exchange

NIL NIL
Earned

Total Foreign Exchange

86.00 83.82
outgo

32
 ANNEXURE - II
Form No. MGT-9 Extract of Annual Return
as on the financial year ended on March 31, 2016
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]

I. Registration and Other Details

1 CIN U40200MH1995PLC088133

2 Registration Date 08/05/1995

3 Name of the Company Mahanagar Gas Limited

4 Category Company limited by Shares

5 Sub Category of the Company Indian Non – Government Company

6 Whether Listed Company (Yes/No) No (Company listed on July 1, 2016)

7 Address of the Registered Office and contact details MGL House, Block No.G-33,
Bandra-Kurla Complex,
Bandra (E),Mumbai – 400051
Tel. No. +9122- 6678 5000
Fax. No. +9122- 2654 0092

8 Name, Address and contact details of Registrar and Transfer Agents, M/s. Link Intime India Private Limited,
if any C 13, Pannalal Silk Mills Compound,
LBS Marg, Bhandup (West)
Mumbai – 400 078
Maharashtra, India
Tel. No. +9122 - 2594 6970
Fax. No. +9122 - 2594 6969

II. Principal Business Activity of the Company

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sr % of total turnover
Name and Description of Main Product / Services NIC of the Product
No. of the Company
1 The Company operates presently in the business of City Gas
3520 99.34%
Distribution. The Company earns revenue by selling Natural Gas.

III. Particulars of Holding, Subsidiary and Associate Companies

Sr Name and Address of the Holding/Subsidiary of Applicable
CIN/GIN % of shares held
No. Company the Company Section
NOT APPLICABLE

33
IV. Shareholding Pattern (Equity Capital Breakup as percentage of Total Equity)
i. Category wise Share Holding

No. of Shares held No. of Shares held

at the beginning of the year at the end of the year %
Category of Share Change
holders % of % during
Phy- Phy- the year
Demat Total Total Demat Total of Total
sical sical
Shares Shares

A.PROMOTERS

1.Indian

0.001 0.001
a. Individual - 30 30 - 30 30 -
(negligible) (negligible)

b. Central Govt. - - - - - - - - -

c. State Govt. - - - - - - - - -

d. Bodies Corporate 44449960 - 44449960 49.75 44449960 - 44449960 49.75 -

e. Bank / FI - - - - - - - - -

f. Any Other - - - - - - - - -

Sub Total - A - (1) 44449960 30 44449990 49.75 44449960 30 44449990 49.75 -

2. Foreign

a. NRI – Individuals - - - - - - - - -

b. Other Individuals - - - - - - - - -

c. Body Corporate 44449960 - 44449960 49.75 44449960 - 44449960 49.75 --

d. Bank / FI - - - - - - - - -

e. Any Others - - - - - - - - -

Sub Total - A - (2) 44449960 - 44449960 49.75 44449960 - 44449960 49.75 -

Total Share Holding

88899920 30 88899950 99.50 88899920 30 88899950 99.50 -
of Promoters (1+2)

34
Shareholding Pattern (Equity Capital Breakup as percentage of Total Equity)

No. of Shares held No. of Shares held

at the beginning of the year at the end of the year %
Category of Change
Shareholders % of % of during
Demat Physical Total Total Demat Physical Total Total the year
Shares Shares
B. PUBLIC SHAREHOLDING
1. Institution
a. Mutual Funds - - - - - - - - -
b. Banks/FI - - - - - - - - -
c. Central Govt - - - - - - - - -
d. State Govt - 441600 441600 0.495 - 441600 441600 0.495 -
e. Venture Capital - - - - - - - - -
f. Insurance Co. - - - - - - - - -
g. FIIs - - - - - - - - -
h. Foreign Portfolio Corporate - - - - - - - - -
i. Foreign venture Capital Fund - - - - - - - - -
j. Others - - - - - - - - -
Sub – Total B (1) - 441600 441600 0.495 - 441600 441600 0.495 -
2. Non – Institution - - - - - - - -
a. Body Corporate - - - - - - - - -
b. Individual - 50 50 0.001 - 50 50 0.001 -
i. Individual Shareholders holding
nominal share capital upto - - - - - - - - -
`1,00,000
ii. Individual shareholders
holding nominal share capital - - - - - - - - -
in excess of `1,00,000
c. Others - - - - - - - - -
iii. NRI (Rep) - - - - -- - - - -
iv. NRI (Non – Rep) - - - - - - - - -
v. Trust - - - - - - -- - -
vi. In Transit - - - - - - - - -
Sub - Total B (2) - 50 50 0.001 - 50 50 0.001 -
Net Total (1+2) - 441650 441650 0.50 - 441650 441650 0.50 -
Shares held by Custodian for GDRs & ADRs
Promoter and Promoter
- - - - - - - - -
Group
Grand total (A+B+C) - - - - - - - - -

35
ii. Shareholding of Promoters:
Shareholdings at the Shareholdings at
beginning of the year the end of the year
Sr. Shareholder’s % of Shares
% of total % of Shares % of total
No. Name pledged / % change in
No. of shares pledged / No. of shares
encumbered shareholding
Shares of the encumbered to Shares of the
to total during the year
Company total shares Company
shares
1 GAIL (India)
44449960 49.75% - 44449960 49.75% - -
Limited
2 BG Asia Pacific
Holdings Pte 44449960 49.75% - 44449960 49.75% - -
Limited

iii. Change in Promoters’ Shareholding (please specify, if there is no change)

There is no change in the Promoters’ Shareholding in the financial year 2015-16.

iv. Shareholding pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholdings at the Shareholdings at

Sr. beginning of the year the end of the year
Shareholder’s Name
No. % of total shares % of total shares
No. of Shares No. of Shares
of the Company of the Company
1 Mr. Rahul Mishra 10 Negligible 10 Negligible
2 Mr. Vishal Mehta 10 Negligible 10 Negligible
3 Mr. Sandip Gunvantlal Gandhi 10 Negligible 10 Negligible
4 Mr. Piyush Jajodia 10 Negligible 10 Negligible
5 Mr. N. K. Nagpal 10 Negligible 10 Negligible
6 Mr. Satyabrata Bairagi jointly
10 Negligible 10 Negligible
with GAIL (India) Limited
7 Mr. M. Ravindran jointly with
10 Negligible 10 Negligible
GAIL (India) Limited
8 Mr. R. C. Arora jointly with
10 Negligible 10 Negligible
GAIL (India) Limited

v. Shareholding of Directors and Key Managerial Personnel

For each of the Shareholdings at the beginning of

Shareholdings at the end of the year
Sr Directors and KMP the year
No. % of total shares % of total shares
Name of the Director / KMP No. of Shares No. of Shares
of the Company of the Company
1 Mr. M. Ravindran
10 Negligible 10 Negligible
Resigned w.e.f. 28/05/2015

36
Indebtedness
Indebtedness of the Company including interest outstanding /accrued but not due for payment.
Secured Loans Total Indebtedness
Particulars Unsecured Loans Deposits
excluding Deposits (` lakhs)
Indebtedness at the beginning of the year
1.Principal Amount - 1558.80 - -
2.Interest due but not paid - - - -
3.Interest accrued but not paid - 20.01 - -
Total of (1+2+3) - 1578.81 - -
Change in the Indebtedness during the year
+ Additions (including interest) - 84.93 - -
-Reduction - 282.50 - -
Net Change - 197.57 - -
Indebtedness at the end of the year
1.Principal Amount - 1381.24 - -
2.Interest due but not paid - - - -
3.Interest accrued but not due - - - -
Total of (1+2+3) - 1381.24 - -

REMUNERATION TO EXECUTIVE DIRECTORS

A. Remuneration to Managing Director and Whole Time Director (Technical Director)

Name of the Managing Director

and Whole Time Director
Sr. No. Particulars of Remuneration
Mr. Rajeev Mathur Ms. Susmita Sengupta
Managing Director Whole Time Director
1. Gross Salary
`46,84,531 `3,94,63,083
*Secondment charges paid to promoters
(a) Salary as per provisions contained in Section 17(1) of the
- -
Income tax Act, 1961
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 - -
(c) Profits in lieu of Salary under Section 17(3) of the Income Tax
- -
Act, 1961
2 Stock Options N.A. N.A.
3 Sweat Equity N.A. N.A.
4 Commission N.A. N.A.
- As % of Profit
- Others, specify
5 Others, please specify Provident Fund & other Funds. - -
Total (A) `46,84,531 `3,94,63,083
Ceilings as per Act 5% of the net profits of the Company
* Note:-
yy Mr. Rajeev Mathur and Ms. Susmita Sengupta are getting remuneration / salary from GAIL & BGAPH respectively as their employers.
Your Company has paid the above amount to the promoters, i.e. GAIL & BGAPH as secondment charges as both the Directors are
not the employees of the Company.

yy Secondment charges paid to GAIL does not include bachelor accommodation provided to the Managing Director used for office
cum residence, Telephone Expenses, Electricity Expenses & club facility used for the entertainment of guests.

37
B) Remuneration to Non-Executive (Non Independent Directors)
The Company has not paid any remuneration or made any reimbursement to any Non-Executive (Non Independent) Directors for
attending meetings of the Board and Committees thereof, during the Financial Year 2015-16.

C) Commission to Non-Executive Independent Directors:

Apart from Sitting Fees and reimbursement of expenses for attending the meetings of the Board and / or Committees thereof,
the Shareholders of the Company have approved payment of Commission to Non-Executive Independent Directors at a rate not
exceeding one percent (1%) of the net profits of the Company and calculated and divided amongst them in such manner as the
Board may from time to time, determine, for a period of five years commencing from the Financial Year 2011-12.

Following are the details of Commission paid to the following Independent Directors for the Financial Year 2014-15:
(` in Lakhs)

Chairmanship held for Committee meetings

Number
of Amt
Sr Name of the Total
Board pay- Corporate
No Director Amt Amt Amt Amt Amt Amt Amt
meetings able Remu- Social HR
attended Audit pay- IPO pay- pay- Finance pay- pay- pay-
neration Responsi- Committee
able able able able able able
bility

1 Dr. Basudeb Sen 8 4.00 5 0.50 - - 1 0.10 - - - - - - 4.60

2 Mr. J.K Jain 5 2.50 - - 5 0.50 - - 4 0.40 - - - - 3.40

3 Mr. Santosh
7 4.00 - - - - - - - - 4 0.40 - - 4.40
Kumar

4 Mr. Arun
7 4.00 - - - - - - - - - - 4 0.40 4.40
Balakrishan

Total 14.50 0.50 0.50 0.10 0.40 0.40 0.40 16.80

38
Following are the details of Commission paid to the following Independent Directors for the Financial Year 2015-16:
(` in Lakhs)

Chairmanship held for Committee meetings

Number
Sr Name of the of Board Amount Total
No Director meetings payable Nomination Corporate Amt
Amt Amount Amt Amount
attended Audit IPO and Social
Payable Payable Payable Payable
Remuneration Responsibility

1 Dr. Basudeb Sen 2 1.00 - 0.00 - 0.00 - 0.00 - 0.00 1.00

2 Mr. J.K Jain 4 2.00 3 0.30 2 0.20 - 0.00 - 0.00 2.50

3 Mr. Santosh
6 3.00 - 0.00 - 0.00 - 0.00 2 0.20 3.20
Kumar

4 Mr. Arun
5 3.00 2 0.20 - 0.00 5 0.50 - 0.00 3.70
Balakrishan

5 Mr. Raj Kishore

5 3.00 - 0.00 - 0.00 - 0.00 - 0.00 3.00
Tewari

Total 12.00 0.50 0.20 0.50 0.20 13.40

The Commission for the financial year 2015-16 was approved in the Board Meeting held on May 30, 2016 and was paid on July 11,
2016.

D) Remuneration paid to Key Managerial Personnel (other than MD and WTD)

(` in Lakhs)

Name of Key Managerial Personnel

Sr.
Particulars of Remuneration Mr. S. M Ranade Mr. Alok Mishra Total
No.
CFO Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the
62.83 25.19 88.02
Income tax Act, 1961
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 1.59 0.78 2.37
(c) Profits in lieu of Salary under Section 17(3) of the Income
- - -
Tax Act, 1961
2 Stock Options - - -
3 Sweat Equity - - -
4 Commission - - -
- As % of Profit
- Others, specify - - -

5 Others, please specify Provident Fund & other Funds 3.20 1.36 4.56
Total 67.62 27.33 94.95

39
 Annexure-III
REPORT ON CSR ACTIVITIES

A brief outline of the Company's Corporate Social The Committee is constituted of the Managing Director,
Responsibility policy, including overview of projects or Whole Time Director (Technical Director) and an Independent
programs proposed to be undertaken and a reference to Director, who is the Chairman of the Committee.
the web-link to the CSR policy and projects or programs. The following are the members of the CSR committee:
Mahanagar Gas Limited (MGL) has revised its CSR Policy in 2014 1. Shri Santosh Kumar, Independent Director;
to align it with the guidelines formulated by the Companies 2. Shri Rajeev Mathur, Managing Director; and,
(Corporate Social Responsibility Policy) Rules, 2014. 3. Ms. Susmita Sengupta, Whole Time Director.

In accordance with the vision of the Company, MGL’s CSR The Committee had 2 meetings during the year 2015-16.
initiatives will supplement its contribution in environment
protection, development of healthy and enlightened citizens, Average profit of the Company for last three financial
social upliftment and sustainable community development years under Sec 198 of Companies Act, 2013 is `444.50
through its service, conduct and social initiatives. crores.

The CSR policy and Annual CSR Plan for the Financial Year were Prescribed CSR Expenditure (two per cent of the average
approved by the Board of Directors and is uploaded on MGL profit mentioned above)
website. Copy of CSR Plan for 2016-17 is attached to this report. The prescribed CSR expenditure of the Company for the
The Policy provides for an annual CSR budget of 2% of its financial year 2015-16 was `8.89 crores.
average net profit during the three immediately preceding
financial years which will be utilized as under: Details of amount spent on CSR activities during the
financial year.
Community Initiatives 90%
`4.60 crores were spent during the financial year 2015-16.
Natural Calamity/Relief Fund for welfare of 5%
SC, ST, OBC, minorities Amount unspent: `4.29 crores.
Training& Development of CSR personnel 5%
Of the budget of `8.89 crores for CSR activities for financial year
An allocation of 90% of the total CSR budget will be for 2015-16, `4.60 crores was utilized in the financial year. Some of
Community initiatives in the thrust areas specified in the the projects were started midyear, therefore part of the project
Schedule VII of Companies Act, 2013. funds was disbursed this year and some fund will be disbursed
in the coming financial year. Some of the agencies with whom
The implementation, monitoring and evaluation of CSR projects we partnered for execution of the projects were unable to fully
will be as per the guidelines in the Companies (Corporate utilize the funds allocated. Due to lack of credible organization
Social Responsibility Policy) Rules 2014. some of the projects could not get implemented.

The Composition of the CSR Committee. The CSR Committee confirms that the implementation and the
The 3- member CSR Committee was approved by the Board monitoring policy is in compliance of the CSR objectives and
of Directors in its 106th Board meeting held in March 2014. Policy of the Company.

40
Manner in which the amount spent during the financial year is detailed below.

(1) (2) (3) (4) (5) (6) (7) (8)

Sr. CSR project or Sector in Projects or Amount Amount spent Cumulative Amount
No. activity which the programs outlay on the expenditure spent: Direct
identified Project is (1)Local area (budget) projects or upto the or through
covered or other project or programs reporting implementing
(2) Specify programs Subheads: period (₹) agency *
the State and wise (`) (1)Direct
district where (`/lakhs) expenditure
projects or on projects or
programs programs
was (2) Overheads:
undertaken
1 Installation of HVAC
in Bai Jerbai Wadia Bai Jerbai Wadia
Hospital for Children Local Area 200.00 12000000 12000000 Hospital for
– a grade II B Children.
Heritage Structure. Health Care and
2 Medical / Special Sanitation. Association
Care unit for mentally of Parents
challenged adults. Local Area 21.10 527500 2110000 of Mentally
Retarded Children
(Adhar).
3 MGLUnnati program
for mentoring
meritorious students
from economically
weaker sections Local Area 50.00 1250000 5000000 CSRL
for prestigious
engineering
institutions
(Batch 2014 -15)
4 MGL Unnati program
for mentoring
meritorious students
from economically
weaker sections Local Area 50.00 3300000 3300000 CSRL
for prestigious Education and
engineering employment
institutions enhancing
(Batch 2015 -16) vocational Skills.
5 One time scholarship
to 4 students of CSRL
batch 2014-15 for Local Area 2.00 200000 200000 MGL
gaining entry into
IIT/NITs
6 Rehabilitation and
outreach program Shelter Don
Local Area 25.32 633000 2532000
for street children Bosco
(Project 2014 -15)
7 Rehabilitation and
outreach program Shelter Don
Local Area 47.1431 1360800 1360800
for street children Bosco
(Project 2015 -16)

41
Manner in which the amount spent during the financial year is detailed below.

(1) (2) (3) (4) (5) (6) (7) (8)

Sr. CSR project or Sector in Projects or Amount Amount spent Cumulative Amount
No. activity which the programs outlay on the expenditure spent: Direct
identified Project is (1)Local area or (budget) projects or upto the or through
covered other project or programs reporting implementing
(2) Specify programs Subheads: period (₹) agency *
the State and wise (`) (1)Direct
district where (`/lakhs) expenditure
projects or on projects or
programs programs
was undertaken (2) Overheads:
8 Holistic
Development
of Children from
Magic Bus India
the marginalized Local Area 16.00 400000 1200000
Foundation.
communities
(Slums)
(Project 2014 – 15)
9 Renovation and
operationalization
of slum community
center for
supplementary Local Area 20.11475 166225 166225 Aarambh
education,
nutritional
support and skills
enhancement.
10 MGL Hunar –
Skills Development
Education
initiative.
and
Infrastructure
employment Don Bosco Yuva
up gradation in Local Area 30.3169 516918.50 516918.50
enhancing Sansthan
vocational training
vocational
center and training
Skills.
of youths in
various trades.
11 MGL Hunar –
National Yuva
Skills Augmentation
Local Area 30.15 630000 630000 Cooperative
Training to youths
Society
on various trades.
12 Extending financial
Association
support for
of Parents
vocational skill
Local Area 12.65 316250 1265000 of Mentally
training center for
Retarded
mentally
Children (Adhar).
challenged adults
13 Setting up center
for providing
remedial services Umang
Local Area 5.00 250000 500000
to children with Charitable Trust.
learning disabilities
and autism.
14 Infrastructure Environment / Animals
augmentation in Flora / Fauna Local Area 140.96235 9690212.75 9690212.75 Matter to me -
Veterinary ICCU. Sustainability. Mumbai

42
Manner in which the amount spent during the financial year is detailed below.

(1) (2) (3) (4) (5) (6) (7) (8)

Sr. No. CSR project or Sector in Projects or Amount Amount spent Cumulative Amount
activity which the programs outlay on the expenditure spent: Direct
identified Project is (1)Local area or (budget) projects or upto the or through
covered other project or programs reporting implementing
(2) Specify the programs Subheads: period (₹) agency *
State and district wise (`) (1)Direct
where projects or (`/lakhs) expenditure
programs on projects or
was undertaken programs
(2) Overheads:

15 Renovation of
cattery section
Local Area
& cats recovery
ward.

16 TNR/Sterilization
program for Local Area
stray animals.

17 Support for Animals

critical surgeries Local Area Matter to me -
for stray animals. Mumbai
Environment /
18 Area expansion, Flora / Fauna
installation of Sustainability.
solar plant and
setting up of
Local Area 76.27 4340067.75 4340067.75
laparoscopy
unit in Animal
Rehabilitation
Center.

19 Installation of
garden benches
Local Area 5.00 96000 96000 MGL
for senior
citizens

20 Empowering
Poor urban
women through Parisar Bhagini
Local Area 40.55 1393263.00 3421113
skills enhancing Vikas Sangh.
training.
Promoting
(2014 -15)
Gender Social
Equality and
21 Family
Empowering
counselling
Women.
centers for
Stree Mukti
countering Local Area 43.57 1089450 3268350
Sangathana
domestic
violence
(2014-15)

43
Manner in which the amount spent during the financial year is detailed below.

(1) (2) (3) (4) (5) (6) (7) (8)

Sr. No. CSR project or Sector in Projects or Amount Amount spent Cumulative Amount
activity which the programs outlay on the expenditure spent: Direct
identified Project is (1)Local area or (budget) projects or upto the or through
covered other project or programs reporting implementing
(2) Specify the programs Subheads: period (₹) agency *
State and district wise (`) (1)Direct
where projects or (`/lakhs) expenditure
programs on projects or
was undertaken programs
(2) Overheads:

22 Support for air

conditioning
Protection
of convocation
of National University of
hall, a heritage Local Area 100.00 5000000 10000000
Heritage, Art Mumbai
structure
and Culture
recognized by
UNESCO

23 Support for
training of
Promoting Foundation
Heena Sidhu,
National & for Promotion
potential Local Area 20.00 1000000 2000000
Paralympic / of Sports and
Olympic medal
Olympic sports. Games (FPSG)
winner for
shooting.

24 Mid Term
Training &
Evaluation
Capacity Tata Institute of
and Impact Local Area 22.00 1864654 1864654
Building of CSR Social Science.
Assessment of
personnel.
CSR project.

The Company’s Policy on Corporate Social Responsibility shall be assessed at our website https://www.mahanagargas.com/investors/
Policies.aspx.

sd/- sd/- sd/-

(Technical Director) (Managing Director) (Chairman - CSR Committee)

44
ANNUAL CSR PLAN 2016 – 17

Education and Employment Preventive Health and

Area Environment, Flora and Fauna
Enhancing Vocational Skills Sanitation

Detail / Summary Animal welfare activities like rescues, MGL Unnati for free residential Health Camps,
TNR / Sterilization, vaccination, coaching for engineering entrance infrastructure support in
fostering adoption, ICCU examination, supplementary hospitals, Swach Bharat
upgradation, Rehabilitation Centre, education project, infrastructure Abhiyaan, Infrastructure
etc. support in govt. / aided schools, support to organizations
employment enhancing vocational working in health care
training including infrastructure
support to skills training institutes.

Organization Animal Matters to Me - Mumbai, CSRL, Magic Bus India Foundation, Bai Jerbai Wadia Hospital
Others to be identified. Shelter Don Bosco, Don Bosco Yuva for Children, Others to be
Sansthan, National Yuva Cooperative identified.
Society, Aarambh, others to be
identified.

Percentage wise
35.00 34.68 13.75
Budget.

ANNUAL CSR PLAN 2016 – 17

Area Other Activities / Contingency Fund Capacity Building and Administrative Expenses

Detail / Summary Earmarked for projects to be undertaken Initiative for capacity building of owns CSR team
in activities which are in resonance with as well as that of implementing partners through
schedule vii. institutions of repute.

Organization To be identified. Social Work / Science Institute / CSR consultancy

organization.

Percentage wise Budget. 11.57 5.00

45
 Annexure-IV

Employee Employee % increase on

Designation
No. Name CTC in 2015-16
The percentage increase in remuneration of each Director,
Chief Financial Officer, Company Secretary, if any, in the
1003 Sunil Ranade CFO 10%
financial year
1732 Alok Mishra CS 9%

The percentage increase in the median remuneration of Median Remuneration Increase for eligible employees during
employees in the financial year the FY is 8.6%

Fixed Term
Permanent
Contract Total
The number of permanent employees on the rolls of As on Employees
(FTC)
Company (as on date) 01.08.2016
497 27 524

Average percentile increase already made in the salaries of Eligible Employees Percentage Increase in
employees other than the managerial personnel in the last 2015-16 excluding SMG and KMP 10.50%
financial year

And its comparison with the Percentile increase in the

Percentage Increase in 2015-16 for SMG
managerial remuneration and justification thereof and
and KMP (including CFO, SVP (Comm), SVP 9.31%
point out if there are any exceptional circumstances for
(O&M), SVP (Constrn), VP (HR&CC) and CS
increase in the managerial remuneration

46
 ANNEXURE - V
Form No. MR-3
Secretarial Audit Report
For the Financial Year Ended 31st March, 2016

(Issued in Pursuance to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 with modifications as deemed necessary,
without changing the substance of format given in MR-3)

To, B. The Secretarial Audit Report is neither an assurance as

The Members, to the future viability of the Company nor of the efficacy
Mahanagar Gas Limited or effectiveness with which the management has
MGL House, Block No. G-33, Bandra- Kurla Complex conducted the affairs of the Company. Based on our
Bandra (East), Mumbai-400051 verification of the Company’s books, papers, minutbooks,
forms and returns filed and other records maintained by
We have conducted the secretarial audit of the compliance the Company and also the information provided by the
of applicable statutory provisions and the adherence to Company, its officers, agents & authorized representatives
good corporate practices by Mahanagar Gas Limited (CIN: during the conduct of secretarial audit, we hereby report
U40200MH1995PLC088133) (hereinafter called the “Company”). that in our opinion, the company has, during the audit
Secretarial Audit was conducted in a manner that provided period covering the financial year ended on 31st March,
us a reasonable basis for evaluating the corporate conducts/ 2016 complied with the statutory provisions listed
statutory compliances and expressing our opinion thereon. hereunder and also that the Company has proper Board-
processes (duly evolved) and compliance- mechanism in
A. In expressing our opinion it must be noted that- place to the extent and as applicable to the Company
1. Maintenance of secretarial record is the responsibility of (being an unlisted entity) in the manner and subject to the
the management of the Company. Our responsibility is to reporting made hereinafter:
express an opinion on these secretarial records based on
our audit. C. We have examined the books, papers, minute books,
2. We have followed the audit practices and processes as forms and returns filed and other records maintained by the
were appropriate to obtain reasonable assurance about the Company for the financial year ended on 31st March, 2016
correctness of the contents of the secretarial records. The according to the provisions of:
verification was done on test basis to ensure that correct
facts are reflected in secretarial records. We believe that the 1. The Companies Act, 2013 (the Act) and the rules made
processes and practices we followed provide a reasonable thereunder;
basis of our opinion.
3. We have not verified the correctness and appropriateness 2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
of financial records and books of accounts of the Company. the rules made thereunder;
4. Wherever required, we have obtained the management
representation about the compliance of laws, rules and 3. The Depositories Act, 1996 and the Regulations and Bye-
regulations and happening of events, etc. laws framed thereunder;
5. The compliance of the provisions of Corporate and
other applicable laws, rules, regulations, standards is the 4. Foreign Exchange Management Act, 1999 and the rules
responsibility of the management. Our examination was and regulations made thereunder to the extent of Foreign
limited to the verification of procedures on test basis. Direct Investment, Overseas Direct Investment and External
The Compliance made by the Company after the close Commercial Borrowings;
of Financial Year but before the issue of Secretarial Audit
Report has been considered by us for the issuance of this 5. None of the Regulations and Guidelines prescribed under
Certificate. the Securities and Exchange Board of India Act, 1992 (‘SEBI

47
 Act’) are applicable to the Company except The Securities D. We further report that-
and Exchange Board of India (Registrars to an Issue and 1. The Board of Directors of the Company is duly constituted
Share Transfer Agents) Regulations, 1993 regarding the with proper balance of Executive Directors, Non-Executive
Companies Act and dealing with client; Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during
6. And the Company being in the business of Natural Gas the period under review were carried out in compliance
distribution - CNG (transport) and PNG (domestic), the with the provisions of the Companies Act, 2013 and the
Special Acts as applicable to it are “Petroleum and Natural provisions pertaining to the constitution of the Board of
Gas Regulatory Board Act, 2006 (PNGRB)” and “Gas Cylinders Directors of the Company as provided in the Articles of
Rules, 2004” to be read with the norms issued by the Chief Association of the Company.
Controller of Explosives.
2. Adequate notice is given to all Directors to schedule the
During the period under review, the Company has complied Board Meetings, agenda and detailed notes on agenda
with the provisions of the Act, Rules, Regulations, Guidelines were sent well in advance, and a system exists for seeking
etc. mentioned above and the Secretarial Standards issued and obtaining further information and clarifications on
by the Institute of Company Secretaries of India with effect the agenda items before the meeting and for meaningful
from 1st July, 2015, except to the extent that: participation at the meeting.

1. The Company is in process of filing an Annual Return on 3. Majority decision is carried through while the dissenting
Foreign Liabilities and Assets as stipulated by the Reserve members’ views are captured and recorded as part of the
bank of India vide its A.P. (DIR Series) Circular No 133 dated minutes.
20th June 2012.
E. We further report that there are reasonable systems
2. Domestic consumers have given voluntary advances / & processes in the Company commensurate with its
deposits to the Company for adjustment against their size and operations to monitor and ensure compliance
future gas bills, considering these such advances may be with applicable laws, rules, regulations & guidelines.
treated as deemed deposits under Companies (Acceptance Further, it is strengthening its system for robust compliance
of Deposits) Rules, 2014 upon expiry of fifteen days from with the provisions of the applicable laws, regulations and
the date they become due for refund after 365 days of the rules.
date of acceptance. The Company is in the process of filing
the Return of Deposit in Form DPT-3 with the Registrar of F. We further report that during the audit period, following
Companies. event has taken place:
The Company has filed draft Red Herring Prospectus for
3. The Company has initiated corrective actions for the few its proposed initial public offering of up to 24,694,500
aberrations pointed out in Internal Audit Reports with equity shares of face value of `10/- each of the Company
respect to adherence to the guidelines prescribed under through an Offer for Sale by GAIL (India) Limited and BG
PNGRB. Asia Pacific Holdings Pte Limited.

For DHOLAKIA & ASSOCIATES LLP

(Company Secretaries)

sd/-
CS Bhumitra V. Dholakia
Place : Mumbai Designated Partner
Date : May 30, 2016 FCS-977 CP No. 507

48
 Report on Corporate Governance
The Board of Directors of Mahanagar Gas Limited (“MGL”) present
the Report on Corporate Governance for the year ended March 31, 2016

Corporate Governance Philosophy yy Policy on Related Party Transactions

Corporate Governance is creation and enhancing long-term yy Corporate Social Responsibility Policy
sustainable value for the stakeholders through ethically driven yy Nomination and Remuneration Policy
business process. At MGL, it is imperative that our Company yy Board Diversity Policy
affairs are managed in a fair and transparent manner. This is yy Policy on preservation of Documents
vital to gain and retain the trust of our stakeholders. yy Policy on Determination of Materiality of Disclosures

We, at MGL, ensure that we evolve and follow the corporate Management Initiatives for Compliance
governance guidelines and best practices. We consider it The Company has established a Compliance tool as a part of its
our inherent responsibility to disclose timely and accurate transformation agenda to effectively monitor and implement
information regarding our financials and performance as well various compliances within MGL.
as the leadership and governance of the Company.
Role of the Company Secretary in overall governance
MGL, though presently an unlisted entity, complies almost all process
requirements of Corporate Governance erstwhile Clause 49 The Company Secretary plays a key role in ensuring that the
of the Listing Agreement and Securities and Exchange Board Board (including committees thereof ) procedures are followed
of India (Listing Obligations and Disclosure Requirements) and regularly reviewed. The Company Secretary ensures that
Regulations, 2015 (herein after referred as “Listing Regulations”) all relevant information, details and documents are made
and a related Certificate of Compliance with Corporate available to the Directors and senior management for effective
Governance is obtained from the Statutory Auditors of our decision-making at the meetings. The Company Secretary
Company. This has enhanced the trust and confidence of the is primarily responsible to assist and advise the Board in the
stakeholders. The Company has continually been strengthening conduct of affairs of the Company, to ensure compliance with
business processes, systems, financial reporting, information applicable statutory requirements and Secretarial Standards,
security systems, disclosures, and standards of ethics. to provide guidance to directors and to facilitate convening
of meetings. He interfaces between the management and
We believe that an active, well-informed and independent regulatory authorities for governance matters.
Board is necessary to ensure the highest standards of corporate
governance. It is well-recognized that an effective Board is a Board of Directors
pre-requisite for strong and effective corporate governance. The Board is headed by a Non - Executive Chairman,
At MGL, the Board of Directors (‘the Board’) is at the core of Dr. Ashutosh Karnatak and comprises eminent persons with
our corporate governance practice and oversees how the high credentials of considerable professional experience
Management serves and protects the long-term interests of and expertise in diverse fields who actively contribute in the
our stakeholders. deliberations of the Board, covering all strategic policy matters
and decisions.
Ethics/Governance Policies
At MGL, we strive to conduct our business and strengthen
our relationships in a manner that is dignified, distinctive and
responsible. We adhere to ethical standards to ensure integrity,
transparency, independence and accountability in dealing
with all stakeholders. Therefore, we have adopted various
codes and policies to carry out our duties in an ethical manner.
Some of these codes and policies are:
yy Code of Conduct
yy Code of Conduct for Prohibition of Insider Trading
yy Vigil Mechanism and Whistle Blower Policy

49
Composition of Board of Directors Afghanistan - Pakistan - India (TAPI) Pipeline’ and had been the
As on March 31, 2016, the Board of Directors of MGL consists of ‘Industrial Member’ in CBSE Committee involved in introducing
ten Board Members. The present composition of the Board of ‘Project Management’ as a subject in Secondary School
Directors of MGL is in conformity with the requirements of the Academics.
Companies Act, 2013, rules made there under and SEBI (LODR)
Regulations, 2015 enjoining specified combination of Executive Mr. Rajeev Mathur, (DIN: 03308185) Managing Director
and Non-Executive Directors, with one woman director and Mr. Rajeev Mathur holds a Bachelor’s degree in Mechanical
with not less than 50 percent of the Board comprising of Engineering from Regional Engineering College, Durgapur,
Non-Executive Directors and at least one-half comprising of Burdwan. He also holds a Master’s Degree in Business
Independent Directors. The Board is chaired by Non-Executive Administration from the Jodhpur University. Mr. Rajeev Mathur
Promoter Director, as shown in the table below: is also an Associate Member of the Institution of Engineers. He
is on our Board since September 29, 2014 and has over 29 years
No. of % to total no. of work experience. Prior to joining our Company, Mr. Rajeev
Category
Directors of Directors Mathur has served as an Executive Director (Marketing) at GAIL.
Executive Directors - He had also served on the Board of Indraprastha Gas Limited
2 20%
(including Woman Director) and China Gas Holdings Limited.
Non Executive -
3 30%
Non Independent Directors Ms. Susmita Sengupta, (DIN: 06825311) Whole time
Non Executive - Director
5 50%
Independent Directors Ms. Susmita Sengupta holds a Bachelor’s degree in Applied
Total 10 100% Sciences (Chemical Engineering) from the University of
Waterloo and a Master’s degree in Chemical and Petroleum
The Chairman of the Board is Non-Executive - Non Independent Engineering from the University of Calgary, Alberta, Canada.
Director. She is a recipient of the Alberta Oil Sands Technology and
Research Authority Scholarship. She is affiliated to Association
Profile of the Directors of Professional Engineers of Ontario, Canada, Pipeline
The Board of Directors of the Company comprises of members Inspectors’ Certification, Canada and Gas Research Institute/
from various fields having marvelous experience and expertise Pipeline Research Council International Non-Destructive
therein viz; finances, law, technical, engineering, oil and natural Testing Committee, North East Gas Association, American
gas etc. The varied experience of Directors has facilitated the Gas Association, American Society of Mechanical Engineers,
Company in better decision making process. A brief profile of American Institute of Chemical Engineers. She is on our
Directors is given below: Board since February 15, 2014. She has over 25 years of work
experience. Prior to joining our Company, she has worked
Dr. Ashutosh Karnatak, (DIN: 03267102) Non‐Executive with DCP Midstream, Denver/Midland, Colorado/Texas, USA.
(Non Independent) Director She also served as Project Director, Project Management for
Dr. Ashutosh Karnatak, Director (Projects) of GAIL (India) ENOGEX/OGE, Oklahoma City, Oklahoma, USA, as Engineering
Limited has been appointed as Director and elected as Manager, Engineering & Corrosion Department for Vermont
Chairman of Mahanagar Gas Limited effective from May 28, Gas Systems, Burlington, VT, USA, as Formal Leader, South
2015. Dr. Ashutosh Karnatak is an M. Tech (Energy Studies) East Region, Construction & Maintenance for MICHCON Gas
from IIT Delhi, an MBA (Finance) from IGNoU, a Ph.D. from Company, Detroit, Michigan, USA, as a Program Manager for
University of Petroleum & Energy Studies, Dehradun and B. British Gas Plc., London/ Loughborough, UK among others.
Tech (Electrical Engineering) from HBTI, Kanpur. Dr. Karnatak is During the span of her career, the responsibilities included
presently pursuing Post-Doctorate in Business Administration managing all phases of project budget control and financial
on ‘Organizational Maturity in Project Management’. He is reporting, ensuring project execution, preparing and
presently an Executive Member in SCOPE. He is a multi- maintaining group business plan and budgets.
talented personality and has also developed various innovative
techniques in Project Management & Employee Engagement. Mr. Apurva Chandra, (DIN: 02531655) Non-Executive
Dr. Karnatak was a member of Education & Training Board (Non Independent) Director
of International Project Management Association (IPMA), Mr. Apurva Chandra belongs to the 1988 batch of the Indian
Switzerland, was part of the ‘International Technical Working Administrative Service (Maharashtra Cadre) and is having a
Group’ constituted for implementation of ‘Turkmenistan - total experience of 27 years. He holds a Bachelor’s degree in

50
Civil Engineering from the Indian Institute of Technology, Ujjain and he is a fellow member of the Institute of Chartered
New Delhi, a Master’s degree in Structural Engineering from Accountants of India. He has been serving as an Independent
the Indian Institute of Technology, New Delhi and a Diploma Director on our Board since January 02, 2008. In compliance
in Business Finance from the Institute of Chartered Financial with the provisions of Companies Act, 2013, Mr. J.K Jain was
Analysts of India. He has been on our Board as a representative re – appointed as an Independent Director from March 05,
of Government of Maharashtra, since April 02, 2013. He is 2015 for a period of 2 (two) years upto March 04, 2017. He has
currently the Principal Secretary (Industries), Government of over 33 years of work experience. Prior to joining our Company,
Maharashtra. He spent more than 7 years in the Ministry of he was the Director (Finance) in GAIL from 1996 to 2005.
Petroleum and Natural Gas, Government of India. He has also He is also a Director on the Board of Jamna Auto Industries
served on the Board of Directors of GAIL (India) Limited and Limited and EICL Limited. He has extensive experience in the
Petronet LNG Limited. areas of Finance, Investment, Funding, Compliance, Corporate
Governance, Risk Management etc.
Mr. M. Ravindran, (DIN: 02309551) Non‐Executive (Non
Independent) Director (upto May 27, 2015) Mr. Santosh Kumar, (DIN: 00239324) Non‐Executive
Mr. M. Ravindran was a Non-Executive Director of the Company. (Independent) Director
He holds a Bachelor’s degree in Mechanical Engineering from Mr. Santosh Kumar is an Independent Director of the Company.
Regional Engineering College, Kurukshetra University. He has He holds a Bachelor’s degree in Electrical Engineering from the
been serving on our Board as a Non-Executive Director since University of Allahabad. He has been serving as an Independent
June 01, 2013 as up to May 27, 2015. He has over 26 years of Director on our Board since July 21, 2011. In compliance with
work experience. Prior to joining our Company, he has served the provisions of Companies Act, 2013, Mr. Santosh Kumar
as the Managing Director of Indraprastha Gas Limited (“IGL”), a was re – appointed as an Independent Director, from the
Joint Venture of GAIL & BPCL. He presently holds the position of date of conclusion of the 19th AGM of the company held on
Director (HR) with GAIL (India) Limited and also as the Chairman September 29, 2014 for a period of 2 (two) years up to the
of Indraprastha Gas Limited. conclusion of 21st Annual General meeting of the Company
to be held in the financial year 2016-17. He has over 40 years
Dr. Basudeb Sen, (DIN: 00056861) Non‐Executive of work experience. Prior to joining our Company, he was the
(Independent) Director Director (Projects) in GAIL from 2006 to 2009. He was also the
Dr. Basudeb Sen is an Independent Director of the Company. Chairman of Green Gas Limited and Maharashtra Natural Gas
He is MA in Economics from University of Calcutta and Limited and Director on the Board of Central UP Gas Limited,
Phd from the Indian Statistical Institute. He has been serving and Gujarat State Energy Generation Limited. He was also an
as an Independent Director on our Board since March 21, advisor with Gujarat State Petronet Limited during the year
2006. In compliance with the provisions of Companies Act, 2009-10.
2013, Dr. Basudeb Sen was re – appointed as an Independent
Director from March 05, 2015 for a period of 2 (two) years, Mr. Arun Balakrishnan, (DIN: 00130241) Non‐Executive
for a term upto March 04, 2017. He has over 35 years of work (Independent) Director
experience including serving  as Chairman and Managing Mr. Arun Balakrishnan is an Independent Director of the
Director of the Industrial Investment Bank of India Limited, Company. He holds a Bachelor’s degree in Chemical
as Executive Director of the Unit Trust of India and in various Engineering from the University of Calicut. He also holds
executive positions in United Bank of India, Coal India Limited a Post Graduate Diploma in Management from the Indian
and Industrial Development Bank of India. During the last Institute of Management, Bangalore and has over 36 years
three decades, he has served as non-executive director in of work experience. He has been serving as an Independent
several listed and unlisted companies in sectors like textiles, Director on our Board since July 21, 2011. In compliance with
electronics, steel, jute, engineering, power, financial services, the provisions of Companies Act, 2013, Mr. Arun Balakrishnan
chemicals, tea, hotels and consumer goods. He also served on was re – appointed as an Independent Director, from the
committees and working groups set up by SEBI, RBI and date of conclusion of the 19th AGM of the company, held on
domestic financial institutions and industry associations. September 29, 2014, for a period of 2 (two) years up to the
conclusion of 21st Annual General meeting of the Company
Mr. Jainender Kumar Jain, (DIN: 00066452) Non‐ to be held in the financial year 2016-17. Prior to joining our
Executive (Independent) Director Company, he was the Chairman and Managing Director of
Mr. J.K. Jain is an Independent Director of the Company. He Hindustan Petroleum Corporation Limited and he was on the
holds a Bachelor’s degree in Commerce from Vikram University, Board of various other esteemed companies.

51
Mr. Raj Kishore Tewari, (DIN: 07056080) Non‐Executive experience. Prior to joining our Company, he was the Managing
(Independent) Director Director of Gujarat Gas Company Limited for five years. He had
Mr. Raj Kishore Tewari is an Independent Director on our Board also worked with ONGC, GAIL (India) Limited and Petronet LNG
since March 05, 2015. He holds a Bachelors Degree in Science Limited, handling many important business responsibilities
and also holds Master’s Degree in Physics from the University including finalization and execution of India’s first long term
of Lucknow, and also holds Master’s Degree in Fiscal Studies LNG sale and purchase agreement with RasGas, Qatar.
from the University of Bath, U.K. and LLB from the University
of Mumbai. Mr. Raj Kishore Tewari is a recruited officer of the Mr. Nitin Banerjee, (DIN: 07196059) Non‐Executive (Non
Indian Revenue Service and has been a part of the Direct Taxes Independent) Director (up to February 12, 2016)
Administration since 1976. Mr. Raj Kishore Tewari has expertise Mr. Nitin Banerjee was the Non-Executive (Non Independent)
and wide experience of around 39 years in matters relating Director of the company. He has graduated in Law from
to direct taxes and has retired as a Member and Chairman of Lucknow University and also completed Solicitor ship from
the Central Board of Direct Taxes (CBDT). He has been actively College of Law, London (UK). He has been serving on our
involved in formulation, implementation and administration of Board as a Non-Executive Director since July 31, 2015 as upto
Direct Taxes policy of the Government of India. As a Member February 11, 2016 and has over 18 years of work experience.
/ Chairman of CBDT, Mr. Raj Kishore Tewari has attended Mr. Nitin Banerjee was holding the position as Vice President,
international seminars/conferences, i.e. Commonwealth Legal & Governance in BG Group Plc’s Indian operations. He
Association of Tax Administrators (CATA) seminar at Malta in was responsible for Legal guardian of BG’s Indian operations,
October 2012; International Tax Dialogue (ITD) seminar at to lead BG India’s Legal team and was accountable for the
Marrakesh, Morocco in December 2013; and, Inter-American legal and governance function of the Indian asset. He was
Centre of Tax Administration conference at Rio De Janeiro, Key member of the Indian Asset Leadership Team (ALT) and
Brazil in May 2014 and effectively projected India’s position. provides Legal advice and strategic guidance in respect of BG
India operations and activities, including partner management,
Mr. Akhil Mehrotra, (DIN: 07197901) Non‐Executive engage with upstream regulator and petroleum ministry,
(Non Independent) Director (w.e.f March 11, 2016) legal work streams associated with approval and sanction of
Mr. Akhil Mehrotra has graduated in B.E. (Mechanical development projects, brown field activities and annual work
Engineering) from Government Engineering College, Jabalpur. programme and budgets.
He has done his MBA (Finance) (Part time) from IGNOU,
Management Program from Indian Institute of Management, Number of Board Meetings
Bangalore (Residential Course), Diploma in Business Finance During the financial year 2015-2016, 6 (Six) Board Meetings
(Part time) from ICFAI, Hyderabad and diploma in Marketing were held, the details of the board meetings are given below:-
Management (Part time) from NMIMS, Mumbai. He is an energy
sector professional with over 25 years of experience in oil &
Total No. of members
gas, power and telecom sector. Mr. Mehrotra is presently Date of Board
strength of present in the
Director - Downstream Business in BG India. His key Meeting
the directors meeting
responsibilities include management of downstream business
and advocacy for development of gas markets. He has held the
position of Director - Business Development and Regulatory June 30, 2015 10 7
Affairs at Gujarat Gas Company Limited. His career also includes
working with Reliance Group of Industries (Reliance Industries, September 22, 2015 10 7
Reliance Infocomm & BSES) handling Power, Petrochemicals &
Telecom Business.
November 02, 2015 10 7
Mr. Shaleen Sharma, (DIN: 00202295) Chairman &
Non‐Executive (Non Independent) Director November 06, 2015 10 8
(up to May 27, 2015)
Mr. Shaleen Sharma was the Chairman and Non-Executive
Director of the Company. He holds a Master’s degree in Business December 16, 2015 10 10
Administration from the University of Lucknow. He has been
serving on our Board as a Non-Executive Director since June March 30, 2016 10 9
25, 2012 as up to May 27, 2015 and has over 33 years of work

52
The gap between any two meetings was not more than one hundred and twenty days, as stipulated under Listing Regulations.
The details of attendance of the Directors at the Board Meetings, last Annual General Meeting (AGM) held during the Financial Year
2015-16 is as follows:-

Name of the No. of Board Attendance at AGM held

Sr No. Category
Director Meetings on July 31, 2015
1 Dr. Ashutosh Karnatak Chairman 6 out of 6 Yes
2 Mr. Rajeev Mathur Managing Director 6 out of 6 Yes
3 Ms. Susmita Sengupta Whole Time Director 6 out of 6 Yes
Non Executive
4 Mr. Apurva Chandra 4 out of 6 Absent
(Non Independent Director)
Mr. Nitin Banerjee Non Executive
5 3 out of 5 Absent
(upto February 12, 2016) (Non Independent Director)
*Mr. Akhil Mehrotra Non Executive
6 1 out of 1 NA
(w.e.f. March 11, 2016) (Non Independent Director)
Non Executive
7 Mr. J. K. Jain 4 out of 6 Yes
(Independent Director)
Non Executive
8 Mr. Santosh Kumar 6 out of 6 Absent
(Independent Director)
Non Executive
9 Dr. Basudeb Sen 2 out of 6 Absent
(Independent Director)
Non Executive
10 Mr. Arun Balakrishnan 5 out of 6 Yes
(Independent Director)
Non Executive
11 Mr. Raj Kishore Tewari 5 out of 6 Absent
(Independent Director)
Mr. M. Ravindran Non Executive
12 NA NA
(upto May 27, 2015) (Non Independent Director)
Mr. Shaleen Sharma Non Executive
13 NA NA
(upto May 27, 2015) (Non Independent Director)
* Attendance of Directors is considered from the date of their joining the company.

Relationship between the Directors financial performance. For items of Agenda relating to any
There is no relationship amongst any of the Directors of the specific department or function, a presentation relating to
Company. such items are generally made by the respective functional
Head at the Board Meeting.
Shareholding of Non-Executive Directors
None of the Non-Executive Directors holds any equity shares / Company Secretary acts as a Secretary to the Board and all
convertible instruments in the Company. the Committees of the Board.

Invitees and Proceedings of the Board Meeting: Other Directorships

Apart from the Board members and Company Secretary, the None of the Directors is a Director in more than 10 Public
CFO was usually invited to attend all the Board Meetings. Limited Companies or acts as an Independent Director in more
Other senior management executives also participate than 7 Listed Companies. Further, none of the Directors acts as
as and when necessary, to provide additional inputs for a member of more than 10 committees or acts as a chairman of
the items being discussed by the Board. The CFO makes more than 5 committees across all Public Limited Companies
presentation on the quarterly and annual operating & in which he/she is a Director.

53
The details of the Directorships, Chairmanships and the Committee memberships in other Companies held by the Directors in the
Public Limited Companies as on March 31, 2016, pursuant to Companies Act, 2013, are given below:-

**No. of Membership/
Sr *Other Chairmanship in Board Committees
Name of the Director
No. Directorships
Chairmanship Membership
1. Dr. Ashutosh Karnatak 2 - -
2. Mr. Rajeev Mathur - - -
3. Ms. Susmita Sengupta - - -
4. Mr. M. Ravindran (up to May 27, 2015) 5 1 1
5. Mr. J.K Jain 1 - 1
6. Mr. Santosh Kumar 1 - -
7. Mr. Arun Balakrishnan 8 2 3
8. Mr. Apurva Chandra 4 - -
9. Dr. Basudeb Sen 3 - 2
10. Mr. Raj Kishore Tewari - - -
11. Mr. Nitin Banerjee (upto February 12, 2016) - - -
12. Mr. Akhil Mehrotra - - -
13. Mr. Shaleen Sharma (up to May 27, 2015) 1 - -

*Excluding Directorship held in MGL, Private Limited Companies, Foreign Companies and Section 8 Companies.
**The above details represent Membership / Chairmanship of Audit Committee and Stakeholders Relationship Committee

Sitting Fees
The Sitting fees paid to the Independent Directors during the Financial Year 2015 - 16 is as per details given below:
` in Lakhs
Number of Meetings Attended Amount Paid as
sitting fees for
attending the
Board meeting
Sr Name of the Director Board Audit Nomination Corporate IPO @ `30,000 per Board
No Committee and Social Committee meeting & meeting
Remuneration Responsibility of committees
Committee Committee @ `25,000 per
committee meeting

Amount
Total Meetings 6 5 5 2 2
(in lacs)
1. Dr. Basudeb Sen 2 NA 2 NA NA 1.10
2. Mr. J.K. Jain 4 3 NA NA 2 2.45
3. Mr. Santosh Kumar 6 5 NA 2 NA 3.55
4. Mr. Arun Balakrishnan 5 4 5 NA NA 3.75
5. Mr. Raj Kishore Tewari 5 3 NA NA NA 2.25
TOTAL 13.10

54
Remuneration to Non-Executive (Non Independent) Directors
The Company has not paid any remuneration or made any reimbursement to any Non-Executive (Non Independent) Director for
attending meetings during the Financial Year 2015 -16.

Remuneration to Executive Directors of the Company

The disclosure relating to remuneration paid to Executive Directors i.e. Managing Director and Whole Time Director (Technical
Director) is disclosed in the Directors’ Report of the Company.

Commission to Non-Executive Independent Directors:

Apart from Sitting Fees and reimbursement of expenses for attending the meetings of the Board and / or Committees thereof,
the Shareholders of the Company have approved payment of Commission to Non-Executive Independent Directors at a rate not
exceeding one percent (1%) of the net profits of the Company and calculated and divided amongst them in such manner as the
Board may from time to time, determine, for a period of five years commencing from the Financial Year 2011-12.

Following are the details of Commission paid to the following Independent Directors for the Financial Year 2014-2015:

Chairmanship held for Committee meetings

No. of
Name of
Sr Board Amt. Total
the Amount
No Director
meetings Payable Amt. Remu- Amt. Amt. Amt. Amt. Amt.
attended Audit CSR Finance HR IPO payable
Payable neration Payable Payable Payable Payable Payable
(`. in
lacs)

Dr. Basudeb
1 8 4.00 5 0.50 1 0.10 - - - - - - - - 4.60
Sen

2 Mr. J.K. Jain 5 2.50 - - - - - - 4 0.40 5 0.50 3.40

- -

Mr. Santosh
3 7 4.00 - - - - 4 0.40 - - - - - - 4.40
Kumar

Mr. Arun
4 7 4.00 - - - - - - 1 0.10 4 0.40 - - 4.50
Balakrishnan

TOTAL 16.90

Notes:
1. Total 6 (six) Board Meetings were held during the Financial Year 2014-15.
2. The above calculations have been made, as per the method detailed below:
yy If the attendance in the Board Meeting is 80% or more - No. of Meetings HELD X `50,000
yy If the attendance in the Board Meeting is less than 80% - No. of meetings ATTENDED X `50,000
3. Additional payment of `10,000/- payable for chairing Committee meetings.
4. The total amount payable to each Non-Executive Independent Director is subject to the maximum limit of INR 5 lacs.

The Commission to be paid to Non-Executive Independent and experience for the Board as a whole and its individual
Directors for the Financial Year 2015 -16 shall be approved in members with the objective of having a Board with diverse
the Financial Year 2016–17 and shall be disclosed in the Report backgrounds and experience in business, government,
on Corporate Governance pertaining to F.Y. 2016-17. education and public service. Eminent people having an
independent standing in their respective field/profession,
Selection of New Directors and Board Membership and who can effectively contribute to the Company’s
The Nomination and Remuneration Committee works with business and policy decisions are considered by the Human
the Board to determine the appropriate characteristics, skills Resources, Nomination and Remuneration Committee,

55
for appointment, as Independent Directors on the Board. The Independent Directors have been provided with
The Committee, inter alia, considers qualification, positive necessary documents, reports and internal policies to
attributes, area of expertise and number of Directorships familiarise them with the Company’s policies, procedures
and Memberships held in various committees of other and practices.
companies by such persons for selection of Directors and
determining Directors’ independence. The Board considers Periodic presentations are made at the Board and Board
the Committee’s recommendation, and takes appropriate Committee Meetings, on business and performance updates
decision. Every Independent Director, at the first meeting of of the Company, business strategy and risks involved.
the Board in which he participates as a Director and thereafter
at the first meeting of the Board in every financial year, gives Quarterly updates on relevant statutory changes and judicial
a declaration that he meets the criteria of independence as pronouncements encompassing important amendments
provided under law. are briefed to the Directors. The details of such Familarization
Programme for Independent Directors are disclosed on the
Scheduling and selection of agenda items for Board website of the Company. weblink: http://mahanagargas.com
meetings
As required, the company holds minimum four Board meetings Code of Conduct for the Board, Senior Management
in a year with a time gap between two Board meeting not Personnel and Managerial Personnel
exceeding 120 days. The Board meets at least once a quarter The Company has in place a comprehensive Code of
to review the quarterly results and other items on the agenda Conduct (the Code) applicable to the Board, Senior
and also on the occasion of the Annual General Meeting Management Personnel and Managerial Personnel. The
(AGM) of the shareholders. Additional meetings are held, Code of Conduct is formulated with a purpose to ensure
when necessary. Committees of the Board usually meet on good corporate governance and ethical and transparent
the same day or on the day before the formal Board meeting, process in managing the affairs of the Company. A copy
or whenever the need arises for transacting business. The of the Code has been put on the Company’s website
recommendations of the Committees are placed before the (www.mahanagargas.com). The Code has been circulated to
Board for necessary approval. Directors and Management Personnel, and its compliance is
affirmed by them annually.
The Company’s various business heads / service heads
are advised to schedule their work plans well in advance, Declaration
particularly with regard to matters requiring discussion/ I hereby confirm that the company has obtained from all the
approval/decision at Board/Board Committee meetings. members of the Board & Management Personnel, affirmation
Such matters are communicated by them to the Company that they have complied with the Code of Conduct for the
Secretary in advance so that they are included in the financial year 2015-2016.
agenda for Board/Board Committee meetings. sd/-
Place : Mumbai (Rajeev Mathur)
The Board is given presentations covering Finance, Sales, Date : May 30, 2016 Managing Director
Marketing, the Company’s major business segments
and their operations, overview of business operations, Independent Directors’ Meeting
Company’s business areas, including business opportunities In compliance with the requirements of Schedule IV of
and strategy and risk management practices before taking the Companies Act 2013 and the SEBI Listing Regulations,
on record the Company’s quarterly/annual financial results. 2015 and other applicable provisions thereof, a meeting
The Board / Committees periodically reviews compliance of Independent Directors was held on March 30, 2016
reports of all laws applicable to the Company. where the Directors had discussed on matters relating to
a) review of performance of non – independent directors
Familiarization Programme for the Directors and the Board as a whole b) review the performance of
All new Directors inducted on the Board are provided an the Chairperson of the Company, taking into account the
orientation. Presentations are made by Executive Directors and views of executive directors and non –executive directors.
the senior management giving an overview of the Company's c) assess the quality, quantity and timeliness of flow of
operations, products, Board constitution, business model of information between the Company management and the
the Company and roles, rights, responsibilities of Independent Board that is necessary for the Board to effectively and
Directors. reasonably perform their duties.

56
Committees of the Board
The Board has constituted the below mentioned committees. yy Corporate Social Responsibility Committee
yy Audit Committee yy Stakeholders Relationship Committee
yy Nomination and Remuneration Committee yy IPO Committee
Meetings of Board Committees held during the year and Directors’ attendance:
No. of Meetings attended
Board Committees Nomination and Corporate Social
Audit IPO
Remuneration Responsibility
Committee Committee
Committee Committee
Meetings held 5 5 2 2
Dr. Ashutosh Karnatak (w.e.f. May 28, 2015) 4 out of 5 4 out of 4 NA 2 out of 2
Mr. Rajeev Mathur NA NA 2 out of 2 2 out of 2
Ms. Susmita Sengupta NA NA 2 out of 2 2 out of 2
Mr. M. Ravindran (up to May 27, 2015) NA 1 out of 1 NA NA
Mr. J. K. Jain 3 out of 5 NA NA 2 out of 2
Mr. Santosh Kumar 5 out of 5 NA 2 out of 2 NA
Mr. Arun Balakrishnan 4 out of 5 5 out of 5 NA NA
Mr. Apurva Chandra NA NA NA NA
Dr. Basudeb Sen NA 2 out of 5 NA NA
Mr. Raj Kishore Tewari 3 out of 3 NA NA NA
Mr. Nitin Banerjee (up to February 12, 2016) 3 out of 4 2 out of 2 NA 0 out of 1
Mr. Akhil Mehrotra (w.e.f. March 11, 2016) 1 out of 1 1 out of 1 NA 1 out of 1
Mr. Shaleen Sharma (up to May 27, 2015) NA 0 out of 1 NA NA
Note:
1) One another committee known as “Performance Review Board Committee” was constituted on March 30, 2016 . No meeting of this
committee was held during the financial year 2015-2016.
2) No meeting of Stakeholder’s Relationship Committee was held during the financial year 2015-2016.

Audit Committee
The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under
Section 177 of the Companies Act, 2013 and Listing Regulations. To align with the requirements of Listing Regulations, the Board
reconstituted the Audit Committee in its meeting held on December 16, 2015.

The Audit Committee as on 31 March 2016, comprised of following six (6) Members of the Board:

Mr. J.K. Jain Independent & Non-Executive Director (Chairman)

Mr. Arun Balakrishnan Independent & Non-Executive Director (Member)
Mr. Santosh Kumar Independent & Non-Executive Director (Member)
Mr. Raj Kishore Tewari Independent & Non-Executive Director (Member)
Dr. Ashutosh Karnatak Non Independent & Non-Executive Director (Member)
Mr. Akhil Mehrotra Non Independent & Non-Executive Director (Member)

57
Managing Director (presently Mr. Rajeev Mathur) and Whole yy Recommending to the Board, the appointment, re-
Time Director (presently Ms. Susmita Sengupta) shall be the appointment, terms of appointment and, if required,
Permanent Invitees in the Committee. the replacement or removal of the internal auditor, cost
auditor and statutory auditors and the fixation of audit
During the financial year 2015-2016, 5 (Five) meetings of Audit fees and remuneration;
Committee were held, the details of the meetings are given yy Approval of payment to statutory, internal and cost
below: auditors for any other services rendered by them, as
Date of Audit Total strength No. of members applicable;
Committee of the present in the yy Reviewing, with the management, the annual financial
Meeting members meeting statements and auditor’s report thereon before submission
June 29, 2015 5 3 to the board for approval, with particular reference to:
September 22, 2015 5 4 yy Matters required to be included in the Director’s
November 02, 2015 6 4 Responsibility Statement to be included in the Board’s
December 16, 2015 6 6 report in terms of clause ( c ) of sub section 3 of section
March 29, 2016 6 6 134 of the Companies Act, 2013;
yy Changes, if any, in accounting policies and practices
Terms of Reference of Committee and reasons for the same;
Powers of Audit Committee yy Major accounting entries involving estimates based
The Audit Committee shall have powers, which should include on the exercise of judgment by management;
the following: yy Significant adjustments made in the financial
yy To investigate any activity within its terms of reference; statements arising out of audit findings;
yy To seek information from any employee; yy Compliance with listing and other legal requirements
yy Selecting and appointing professional advisors and relating to financial statements;
btaining advice from external sources including for yy Disclosure of any related party transactions; and,
forensic or other investigations, if necessary yy Modified opinion(s) in the draft audit report.
yy To secure attendance of outsiders with relevant expertise, if yy The going-concern assumption;
it considers necessary. yy Compliance with accounting standards;
yy To have full access to the information contained in the yy Contingent liabilities;
records of the Company. yy Claims against the Company and their effect on the
financial statements; the term “financial statement”
Role and Terms of Reference of Audit Committee shall have the meaning ascribed to such term under
The role of the Audit Committee shall include the following: Section 2(40) of the Companies Act, 2013.
yy Oversight of the company’s financial reporting process y y Reviewing, with the management, the quarterly
and the disclosure of its financial information to ensure and annually financial statements and such other
that the financial statement is correct, sufficient and periodical statements before submission to the board
credible; for approval;
yy Review and recommend for approval to the Board - y y Reviewing, with the management, the statement of
proposals on Borrowings and proposals on non- fund uses/application of funds raised through an issue
based facilities from banks (public issue, rights issue, preferential issue, etc), the
yy Review and recommend for approval to the Board - statement of funds utilized for purposes other than
Business plan. those stated in the offer document/ prospectus/notice
yy Review and recommend for approval to the Board - capital and the report submitted by the monitoring agency,
expenditure proposals exceeding authority limit of SMG monitoring the utilization of proceeds of a public or
but not exceeding `50.0 Crores. rights issue, and making appropriate recommendations
yy Review and recommend for approval to the Board - to the Board to take up steps in the matter;
treasury policies of MGL. yy Review and monitor the auditor’s independence and
yy Review and recommend for approval to the Board - performance, and effectiveness of audit process;
Corporate Annual Budget and Revised Estimates yy Examination of the financial statement and the auditor’s
yy To review PNG and CNG Pricing Policy at least on a report thereon;
quarterly basis and to recommend to the Board for yy Approval or any subsequent modification of transactions
approval, change required in it, if any of the company with related parties, provided that the

58
 Audit Committee may make omnibus approval for related Explanation
party transactions proposed to be entered into by the The term "related party transactions" shall have the same
Company subject to such conditions as may be prescribed; meaning as provided in Section 188 of the Companies Act,
yy Lay down the criteria for granting omnibus approval in line 2013 and Regulation 2 of the Securities and Exchange Board
with the Company’s policy on related party transactions and of India (Listing Obligations and Disclosure Requirements)
such approval shall be applicable in respect of transactions Regulations, 2015.
which are repetitive in nature;
yy The Audit Committee to satisfy itself regarding the need for Review of information by Audit Committee:
omnibus approval and that such approval is in the interest The Audit Committee shall mandatorily review the following
of the Company; information:
yy Scrutiny of inter-corporate loans and investments yy Management discussion and analysis of financial condition
yy Valuation of undertakings or assets of the company, and results of operations;
wherever it is necessary; yy Statement of significant related party transactions
yy Evaluation of internal financial controls and risk (as defined by the Audit Committee), submitted by
management systems; management;
yy Reviewing, with the management, performance of yy It shall also define Statement of significant related party
statutory, cost and internal auditors, adequacy of the transactions to be submitted by management.
internal control systems; yy Details of all material transactions with related parties to
yy Reviewing the adequacy of internal audit function, if any, be disclosed every quarter along with the compliance
including the structure of the internal audit department, report on Corporate Governance.
staffing and seniority of the official heading the yy On a quarterly basis, the details of related party transactions
department, reporting structure coverage and frequency entered into by the Company pursuant to each omnibus
of internal audit; approvals given
yy Discussion with internal auditors of any significant findings yy Audit Committee to monitor whether the policy dealing
and follow up there on; with Related Party transactions is placed on the website
yy Reviewing the findings of any internal investigations by thereto to be presented in the Annual Report.
the internal auditors into matters where there is suspected yy Management letters / letters of internal control
fraud or irregularity or a failure of internal control systems weaknesses issued by the statutory auditors;
of a material nature and reporting the matter to the board; yy Internal audit reports relating to internal control
yy Discussion with statutory auditors before the audit weaknesses; and,
commences, about the nature and scope of audit as well yy The appointment, removal and terms of remuneration of
as post-audit discussion to ascertain any area of concern; the Chief Internal Auditor shall be subject to review by the
yy To look into the reasons for substantial defaults in the Audit Committee.
payment to the depositors, debenture holders, shareholders yy Statement of deviations:
(in case of non payment of declared dividends) and yy quarterly statement of deviation(s) including report of
creditors; monitoring agency, if applicable, submitted to stock
yy To formulate the scope, functioning, periodicity and exchange(s) in terms of Regulation 32(1).
methodology for conducting the internal audit in yy annual statement of funds utilized for purposes other
consultation with the internal auditor; than those stated in the offer document/prospectus/
yy Approval of appointment of CFO (i.e., the whole-time notice in terms of Regulation 32(7).
Finance Director or any other person heading the finance
function or discharging that function) after assessing the Establishing and monitoring of a Vigil Mechanism for
qualifications, experience and background, etc. of the enabling adequate safeguards and protection of interest of
candidate; the director(s) or employees or any other person who may
yy To review the functioning of the whistle blower mechanism; avail the mechanism and to provide for direct access to the
yy Carrying out any other function as is mentioned in the Chairperson of the Audit Committee in exceptional cases
terms of reference of the Audit Committee as per the where deemed necessary.
Companies Act, 2013, Rules framed there under, and
Securities and Exchange Board of India (Listing Obligations The company has in place Whistle Blower policy and no
and Disclosure Requirements) Regulations, 2015 & other person has been denied access to the Audit Committee in
applicable Rules and Regulations. this regard.

59
Nomination and Remuneration Committee to the Board, to approve for the EDs, the base salary,
The composition, powers, role and terms of reference of incentives/commission, other benefits, compensation. The
the Committee are in accordance with the requirements Committee further coordinates and oversees the annual
mandated under Section 178 of the Companies Act, 2013 and performance evaluation of the Board, Committees’ and of
Listing Regulations. To align with the requirements of Listing individual Directors.
Regulations, the Board reconstituted the Nomination and
Remuneration Committee in its meeting held on December Terms of Reference of the Nomination and Remuneration
16, 2015. Committee
The role of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee as on 31 March, shall inter-alia include:
2016, comprised of following four (4) Members of the Board: yy Formulation of the criteria for determining qualifications,
positive attributes and independence of a director
Independent & Non-Executive and recommend to the Board a policy, relating to the
Mr. Arun Balakrishnan
Director (Chairman) remuneration of the directors, key managerial personnel and
Independent & Non-Executive other employees;
Dr. Basudeb Sen
Director (Member) yy The Nomination and Remuneration Committee would be
Non Independent & Non- reviewing the Terms and Conditions of services including
Dr. Ashutosh Karnatak
Executive Director (Member) remuneration in respect of Technical Director and Managing
Mr. Akhil Mehrotra Non Independent & Non- Director and submit their recommendations to the Board.
(w.e.f. March 11, 2016 Executive Director (Member) yy Formulation of criteria for evaluation of performance of
Independent Directors and the Board;
Managing Director (presently Mr. Rajeev Mathur) and Whole yy Devising a policy on Board diversity
Time Director (presently Ms. Susmita Sengupta) shall be the yy Identifying persons who are qualified to become directors
Permanent Invitees in the Committee. and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to
During the financial year 2015-2016, 5 (Five) meetings of NRC the Board their appointment and removal and shall carry
were held, the details of the meetings are given below: out evaluation of every director’s performance.;
yy Determination of extension or continuation of the term
Total strength No. of members of appointment of the independent director, on the basis
Date of NRC
of the present in the of the report of performance evaluation of independent
Meeting
members meeting directors.
April 29, 2015 4 2 yy Evaluating the current composition, organization
and governance of the Board and its Committees,
September 22, 2015 4 3 as well as determine future requirements and make
December 16, 2015 4 4 recommendations to the Board for approval;
yy Determine on an annual basis, desired Board qualifications,
February 29, 2015 3 3
expertise and characteristics and conducting searches for
March 29, 2016 4 3 potential Board Members with corresponding attributes.
Evaluate and propose Nominees for election to the Board.
The purpose of the Committee is to oversee the Company’s In performing these tasks, the Committee shall have the
nomination process for the senior management and sole authority to retain and terminate any Search Firm to be
specifically to identify, screen and review individuals used to identify Director candidates;
qualified to serve as EDs, NEDs and IDs consistent with yy Evaluate and recommend termination of membership of
criteria approved by the Board and to recommend, for individual Directors in accordance with the Board's governance
approval by the Board, at the AGM of the shareholders. principles for cause or for other appropriate reasons;
The Committee also discharges the Board’s responsibilities yy To recommend to the Board regarding the appointment,
relating to compensation of the Company’s EDs and senior promotion and removal of the senior management
management. The Committee has the overall responsibility personnel at such level/s.
of approving and evaluating the compensation plans, yy To review, amend, modify and approve all other Human
policies and programmes for EDs and the senior Resources related Policies of the Company from time
management. The Committee reviews and recommends to time;

60
yy To review and recommend to the Board Manpower Plan/ Company at the Board level with the participation of all
budget, sanction of new senior management positions concerned in an environment of harmony.
from time to time in future;
yy To review and recommend to the Board matters relating Corporate Social Responsibility (CSR) Committee
to revision of compensation / salary and long term wage The composition, powers, role and terms of reference of
settlements. the Committee are in accordance with the requirements
yy To review with the Management, all HR related issues from mandated under Section 135 of the Companies Act, 2013. The
time to time so as to maintain harmonious employer- CSR Committee, as on 31 March, 2016, comprised of following
employee relations; Directors as members.
yy To periodically review and re-examine the Terms of
Reference and make recommendations to the Board for Independent & Non Executive
Mr. Santosh Kumar
any proposed changes; and, Director (Chairman)
yy In performing its responsibilities, the Committee shall have Executive Non Independent
authority to obtain advice, reports or opinions from internal Mr. Rajeev Mathur
Director (Member)
or external counsel and expert advisors.
yy Ensuring proper induction program for new Directors, KMP Executive Non Independent
Ms. Susmita Sengupta
and Senior Management and reviewing its effectiveness; Director(Member)
ensuring that on appointment receive a formal letter of
appointment in accordance with guidelines provided During the financial year 2015-2016, 2 (Two) Corporate Social
under the Companies Act, 2013. Responsibility Meetings were held, the details of the meetings
yy Developing a succession plan for the Board and Senior are given below:
Management and regularly reviewing the plan;
yy Consider and determine the Nomination and Remuneration Total No. of members
policy, based on the performance and also bearing in mind Date of CSR Meeting strength of present in the
that the remuneration is reasonable and sufficient to attract, the members meeting
retain and motivate members of the Board and such other November 02, 2015 3 3
factors as the Committee shall deem appropriate. March 29, 2016 3 3
yy The Committee should ensure that it proactively maintains
a balance between fixed and incentive pay reflecting short Terms of reference of CSR Committee
and long term performance objectives appropriate to the Following are the functions and powers of the CSR Committee
working of the Company. including those as enumerated in the Companies Act, 2013
and Rules made there under:
Performance evaluation yy To formulate and recommend to the Board a Corporate
The Board carried out an annual performance evaluation of Social Responsibility Policy and subsequent amendments
its own performance, all the Directors individually as well as required from time to time.
as the evaluation of the working of the Committees of the yy To ensure that the Corporate Social Responsibility Policy
Board. The performance evaluation of all the Directors was shall include/ indicate the activities to be undertaken by the
carried out by the Nomination and Remuneration Committee. Companies as specified in Schedule VII of the Companies
The performance evaluation of the Chairman and the Non- Act, 2013 and the rules made there under, from time to
Independent Directors was carried out by the Independent time excluding the activities undertaken in pursuance of its
Directors. normal course of business.
yy To monitor the Corporate Social Responsibility Policy
The Nomination and Remuneration Committee in its meeting by instituting a transparent monitoring mechanism
held on February 29, 2016, designated Shri Arun Balakrishnan, for implementation of the CSR projects or programs or
the Chairman of the NRC as the Lead Director for discussing activities undertaken by the Company from time to time.
and soliciting the views of the group and summarizing the yy To recommend the annual budget for the Corporate Social
collective views in the questionnaire for the purpose of Responsibility activities of the Company in compliance
performance evaluation for the financial year 2015-2016. with the relevant statutory provisions.
yy To assist the Board to ensure that the Company spends
The purpose of the Board evaluation is to achieve persistent towards the Corporate Social Responsibility activities, in
and consistent improvement in the governance of the every Financial Year, such percentage of average net profit /

61
 amount as may be prescribed in the Companies Act, 2013 yy Requests regarding non-receipt of the notice of Annual
and/or Rules made there under. General Meeting, Balance Sheet and Profit & Loss
yy To explain to the Board of Directors of the Company, if the Account Statement;
Company fails to spend the prescribed amount within the yy Complaints of investors routed by SEBI or Stock
financial year. Exchanges and others;
yy To provide updates to the Board at regular interval of six yy Transfer, Sub-division, consolidation, split, exchange,
months on the Corporate Social Responsibility Activities. endorsement, transmission of share certificates,
yy Subject to these terms of reference, the Corporate Social transposition of share certificates;
Responsibility Committee shall have the power to regulate yy Issue of Share Certificates, Debenture Certificate,
its own proceedings. Duplicate Share or Debenture Certificate in lieu of lost/
yy To review and recommend the CSR plan for the ensuing torn/mutilated /defaced certificates;
financial year to the Board of Directors. yy Request relating to dematerialisation & rematerialisation
yy To approve any project that may come during the year and of shares;
which is not covered in the CSR Plan up to such amount as yy Request relating to modes of paying the Dividend i.e.
may be prescribed by the Board of Directors from time to through Electronic clearing service, RTGS and issue of
time. Dividend Warrant for dividend payment/Interest etc.
yy Such other functions as may be prescribed. yy Complaints related to transfer of shares, non-receipt of
annual report and non-receipt of declared dividends.
Stakeholders’ & Relationship Committee yy Other matters related to or arising out of shareholders/
The composition, powers, role and terms of reference of the investors services including preparation and approval of
Committee are in accordance with the requirements mandated periodical reports.
under Section 178 of the Companies Act, 2013 and Listing
Regulations. To align with the requirements of Listing Regulations IPO Committee
the Board reconstituted the Stakeholders' & Relationship The IPO Committee, as on 31 March 2016, comprised of
Committee in its meeting held on December 16, 2015. following Directors as members.
Independent &
The Stakeholders’ Relationship Committee, as on 31 March
Mr. J. K. Jain Non-Executive Director
2016, comprised of following Directors as members.
(Chairman)
Non Executive Non Independent &
Dr. Basudeb Sen Independent Director Dr. Ashutosh Karnatak Non-Executive Director
(Chairman) (Member)

Managing Director currently Executive Director Non Independent &

Mr. Rajeev Mathur (Member) Mr. Akhil Mehrotra Non-Executive Director
(Member)
Technical Director currently Executive Director Managing Director currently Executive Director
Ms. Susmita Sengupta (Member) Mr. Rajeev Mathur (Member)
Technical Director currently Executive Director
During the financial year 2015-2016, no meeting of Ms. Susmita Sengupta (Member)
Stakeholder’s Relationship Committee was held.
During the financial year 2015-2016, 2 (Two) IPO Committee
The Stakeholders' Relationship Committee shall be responsible Meetings were held, the details of the meetings are
to resolve the grievances and complaints of all the Security given below:
Holders. The functions of the Stakeholders' Relationship
Committee include the following: Total strength No. of members
Date of IPO
yy Collecting and analysing reports received periodically from of the present in the
Meeting
Registrar and Share Transfer Agent (RTA) on the following: members meeting
yy Requests regarding non-receipt of the Shares, November 02, 2015 5 4
Debentures, Deposit receipt, declared Dividend or
interest; March 29, 2016 5 5

62
Terms of Reference of IPO Committee yy Engagement with Government of Maharashtra (GoM)
yy To decide on the activity plan and timelines for execution and issuance of 9.5% shares to GoM;
of the IPO. yy Finalisation of business plan and valuation;
yy To advise the MGL board and the Promoters on necessary yy Target IPO price band.
activities to be carried out to comply with the Companies yy To consider, deliberate and make decisions on the following
Act, Securities Contracts (Regulation) Act, SEBI regulations issues based on recommendations from the IPO Execution
and any other relevant Act/rules applicable. Committee and the Promoters:
yy To constitute the IPO Execution Committee to carry out yy Offer document;
day-to-day activities and coordinate with external advisors yy Regulation strategy;
as necessary and to delegate to the Execution Committee yy IPO Marketing strategy;
such powers, from within the scope of the authority of the yy Any other issue raised by the IPO Execution Committee
IPO Committee, as are appropriate. in relation to the IPO or otherwise within the scope of
yy To approve the appointment and decide on the scope these terms of reference.
and fees of the key advisors and intermediaries including yy To approve the appointment, roles and responsibilities’
the Auditor for the issue required for the delivery of the terms and conditions, scope of work of the Book Running
IPO. To authorise IPO Execution Committee and/or MGL Lead Manager (BLRM), Domestic Legal Counsel (DLC),
management to appoint such approved advisors and International Legal Counsel (ILC), Merchant banker and
intermediaries. other key advisors and intermediaries required for the
yy To authorise and approve the incurring of all the successful completion of the IPO.
expenditure and payment of fees in connection with the yy To approve the process / procedure to be followed by the
IPO of the Company. MGL Executive Management to appoint the Book Running
yy To open one or more designated separate current Lead Manager (BLRM), Domestic Legal Counsel (DLC) and
account(s) with a Bank(s) to receive applications along with International Legal Counsel (ILC) and other consultants and
application monies in respect of the Issuance Compulsorily advisories to undertake the MGL IPO task.
Convertible unsecured Debentures, refund of Compulsorily yy To administer the Contract with respect to various
Convertible unsecured Debentures or any other account intermediaries involved including extension of time limit as
with any name and style as required during or after the may be necessary from time to time;
process of the forthcoming Issuance of Compulsorily yy To decide and approve on the actual size of the Issue, the
Convertible unsecured Debentures of the Company. Offer for Sale by the Selling Shareholders, exercise of any
yy To do all such acts, deeds, matters and things as it may, green shoe (over-allotment) option and/or reservation on
in its absolute discretion, deem necessary or desirable a competitive basis, timing, pricing (including discount to
for such purpose, including without limitation, allocation retail bidders, if any), allocation and allotment to Anchor
and allotment of the Compulsorily Convertible unsecured Investors and all the terms and conditions of the issue of the
Debentures as permissible in law, issue of Compulsorily shares including the price, and to accept any amendments,
Convertible unsecured Debentures Certificates and/ or modifications, variations or alterations thereto;
credit of Compulsorily Convertible unsecured Debentures yy To finalise and approve the terms of appointment
in electronic mode or physical mode in accordance with the (including fees payable to them) and appoint and enter into
relevant rules as the case may be including maintenance arrangements/ agreements with the book running lead
of such records and to update the same periodically, managers, co-managers to the issue (if any), underwriters
as required; to the issue, syndicate members to the issue, stabilizing
yy To settle any question, difficulty or doubt that may arise agent, brokers to the issue, escrow collection bankers to
in connection with the including the issue and allotment the issue, registrars, legal advisors, monitoring agencies,
of the Compulsorily Convertible unsecured Debentures IPO grading agencies, advertising agencies and any other
attached thereto, as aforesaid and to do all such acts, deeds agencies, intermediaries or persons required in connection
and things as the Board may in its absolute discretion with the issue of shares by the Company and other relevant
consider necessary, proper, desirable or appropriate for requirements;
settling such question, difficulty or doubt. yy To finalize and settle, and to execute and deliver or arrange
yy To consider, deliberate and make recommendations to the the delivery of the draft Red Herring Prospectus, Red
MGL Board on the following issues: Herring Prospectus and Prospectus with SEBI, the Stock
yy Foreign Investment Promotion Board (FIPB) obligations Exchanges, the Registrar of Companies and any other
and engagement plan; authority including the preliminary international wrap

63
 and final international wrap, for marketing of the Issue in exchange(s), with power to authorise one or more officers
jurisdictions outside India, syndicate agreement, issue of the company to sign all or any of the afore stated
agreement, underwriting agreement, escrow agreement, documents;
advertising agency agreement and all other documents, yy To enter the names of the allottees in the Register of
deeds, agreements and instruments as may be required Members of the Company, and take necessary corporate
or desirable in connection with the issue of shares by the actions for credit of shares with the National Securities
Company; Depository Limited, the Central Depository Services (India)
yy To open one or more separate current account(s) with limited;
a scheduled bank(s) to receive applications along with yy To settle any question, difficulty or doubt that may arise in
application monies in respect of the Issue or any other connection with the IPO including the issue and allotment
account with any name and style as required during or after of the Equity Shares attached thereto, as aforesaid and to
the process of the forthcoming IPO of the Company; do all such acts, deeds and things as the Board may in its
yy To open one or more public Issue account(s) / escrow absolute discretion consider necessary, proper, desirable or
account(s) / refund account(s) of the Company for the appropriate for settling such question, difficulty or doubt;
handling of IPO proceeds, refunds for the Issue; yy To do all acts and deeds, and execute all documents,
yy To approve/issue all notices, including any advertisement(s) agreements, forms, certificates, undertakings, letters and
in such newspapers as it may deem fit and proper about instruments as may be necessary for the purpose of or in
the future prospects of the company and the proposed connection with the Issue;
issue conforming to the guidelines/ regulations issued by yy To authorise and approve the incurring of expenditure
SEBI and such other applicable authorities; and payment of fees in connection with the IPO of the
yy To make any applications to the Foreign Investment Company;
Promotion Board, Reserve Bank of India and such other yy To approve and adopt the Draft Red Herring Prospectus,
authorities, as may be required, for the purpose of issue of Red Herring Prospectus and Prospectus, and any other
Equity Shares by the Company to non-resident investors offering document for the public issue as required under
such as Non-Resident Indians, Foreign Venture Capital Section 26, Section 32 and other relevant provisions of the
Investors and Foreign Institutional Investors; Companies Act, 2013 and to file the same with the Registrar
yy To do all such acts, deeds, matters and things as it may, of Companies and SEBI, as the case may be, and to make
in its absolute discretion, deem necessary or desirable for any corrections or alterations there in;
such purpose, including without limitation, allocation and yy To affix the common seal of the Company on all documents
allotment of the shares as permissible in law, issue of share as may be required by law, in relation to the Issue, and in
certificates and or credit of shares in electronic mode in terms of the Articles of Association of the Company; and
accordance with the relevant rules; yy To do all such acts, deeds and things as may be required
yy To make applications for listing of the Equity Shares of to dematerialise the Equity Shares of the Company and to
the Company in one or more stock exchange(s) and to sign agreements and/or such other documents as may be
execute and to deliver or arrange the delivery of the required with the National Securities Depository Limited,
listing agreement(s) or equivalent documentation to the the Central Depository Services (India) limited and such
concerned stock exchange(s); other agencies, authorities or bodies as may be required in
yy To determine and finalise the floor price/price band for this connection.
the IPO, approve the basis for allocation/ allotment and yy To do all such acts, deeds, matters and things as it may, in its
confirm allocation/allotment of the equity shares to absolute discretion, deem necessary or desirable for such
various categories of persons as disclosed in the Draft Red purpose, or otherwise in relation to the Issue or any matter
Herring Prospectus, the Red Herring Prospectus and the incidental or ancillary in relation to the Issue, including
Prospectus, in consultation with the BRLMs and the Selling without limitation, allocation and allotment of the Equity
Shareholders; Shares as permissible in law, issue of share certificates in
yy To issue receipts/allotment letters/confirmations of accordance with the relevant rules.
allotment notes either in physical or electronic mode yy To authorise any MGL Officer/s to execute the documents
representing the underlying Equity Shares in the capital that are necessary to undertake the IPO Process effectively
of the Company with such features and attributes as and efficiently and are within the ambit of the IPOSC.
may be required and to provide for the tradability and yy To provide updates to the MGL Board, and also provide
free transferability thereof as per market practices and updates as and when required by the MGL Board, on the
regulations, including listing on one or more stock progress of the IPO process.

64
yy To meet as per the business requirement to review the in English. The minutes of meetings of the IPO Committee
progress of the IPO. shall be produced before the MGL Board along with the
yy At least 7 days’ notice of every meeting of the IPO monthly updates mentioned in paragraph 7 above.
Committee shall be given to its members unless the yy The Chairman (or any member nominated as the chairman)
members unanimously agree to a shorter notice. shall have no casting vote.
yy All decisions of the IPO Committee shall be decided by yy The IPO Committee shall be entitled to request secretarial
way of simple majority, provided that one representative of support from MGL and shall also be entitled to request the
each of BG and GAIL from the nominee Directors shall have presence of such officers, employees and auditors of MGL
voted in favour of such decision. as may be appropriate to discharge its functions.
yy Meetings of the IPO Committee shall be conducted in yy Subject to these terms of reference, the IPO Committee
English and the minutes thereof shall be recorded in writing shall have the power to regulate its own proceedings.

Directors retiring by rotation

Dr. Ashutosh Karnatak, Director of the company, will retire by rotation at the ensuing Annual General Meeting and his brief profile has
been annexed to the Notice of the ensuing Annual General Meeting.

CEO / CFO Certification

CEO / CFO Certification, as required, have been made part of this Report.

Annual General Meetings

Details regarding the previous three Annual General Meetings of the Company are as follows:

Year Date Time Venue Special Resolutions passed

The Taj Lands End, 1. Approval of Material Related Party
2014 - 15 July 31, 2015 1230 hours
Mumbai Transactions
Hotel Trident , 1. No Special Resolution was passed in the
2013 - 14 September 29, 2014 1100 hours
Mumbai 19th Annual General Meeting
1. Appointment of M/s. Deloitte Haskins &
Sells as Statutory Auditors
2. Alteration of Memorandum of
The Taj Lands End, Association
2012 - 13 August 27, 2013 1430 hours
Mumbai 3. Commencement of Business
specified in the Other Objects
Clause of the Memorandum of
Association of the Company.

Extra-Ordinary General Meeting

Details in respect of Extra-Ordinary General Meetings of the Company held during the financial year 2015-2016 are as under:

Date, Time & Venue Particulars Resolutions passed

Date: November 06, 2015
1. Issue of Equity Share by way of Offer for Sale through Initial Public Offer.
Time: 1130 hours
2. Alteration of object clause of Memorandum of Association (MOA) of the
Venue: The Taj Lands End, 3 EOGM
rd
Company.
Bandstand, Bandra (W),
3. Adoption of new set of Articles of Association of the Company.
Mumbai - 400 50
Date: March 30, 2016
1. Adoption of new set of Articles of Association of the Company.
Time: 1430 hours
2. Re-Appointment of Ms. Susmita Sengupta as Whole Time Director of the
Venue: Hyatt Regency, 4 EOGM
th
Company.
Bhikaji Cama Place, Ring
3. Approval of Material Related Party Transactions.
Road, New Delhi - 110066

65
In accordance with the provisions of the Companies Act, approval from the shareholders in the Annual General Meeting
2013, our Company does not fall in the ambit requiring the within the time period provided in the applicable laws.
approval of the Shareholders through “Postal Ballot”, as no
shares nor any security of the Company is listed with any Being an unlisted Company, the Company does not disclose its
Stock Exchange nor the members of the Company exceed quarterly results on the website. The Company has appointed
the number of 200. separate persons to the post of Chairman and Managing
Director. The Internal Auditor reports directly to the Audit
Disclosure Committee. The Company has appointed a Non – Executive
Related party transactions are disclosed in the Notes to Chairman in the Company, and the Company has maintained
Accounts forming part of this Annual Report. There are no a Chairman’s office to be utilised for performance of his
material pecuniary relationships or transactions with the Non- duties, however no expenses are reimbursed by the Company
Executive Directors. The practice of General Disclosure of the towards performance of his duties as no such expenses have
interest by the Directors pursuant to Section 184 and 189 of been incurred as on date. A half – yearly declaration of financial
the Companies Act, 2013 on an annual basis is being followed performance including summary of significant events in last six
by the Company. months is not sent to the shareholders.

The Company has not entered into any materially significant At present, the shares of the Company are not listed on any
contract with its Promoters, Directors or the Management or Stock Exchange.
Relatives etc., during the Financial Year 2015-16 , except the
Material Related Party Transaction with GAIL (India) Limited Shareholding Pattern as on March 31, 2016:
mentioned in the point no. 26.3 of the Notes to Accounts.
The policy on related party transactions is uploaded on Name of the No. of Equity Percentage
the website of the Company. The web link of the Policy is Shareholder Shares Held of Holding
http://www.mahanagargas.com GAIL(India) Limited 4,44,49,960 49.75
The Company has not been imposed with any penalty / BG Asia Pacific Holdings
4,44,49,960 49.75
strictures by any Statutory Authority for noncompliance of any Pte Limited
matter related to capital market during the last three years. Government of
4,41,600 0.50
Maharashtra
The Company has a well defined risk management framework
Promoters and 0.00
in place. The Company has procedures to periodically place 80
Associates (negligible)
before the Audit Committee and the Board the risk assessment
and mitigation plans being followed by the Company. Total 8,93,41,600 100

Means of Communication The Register of Members was not closed during the year by the
Hard copy of Annual Report is sent to each Shareholder of the Company.
Company.
The Management Discussions and Analysis report is attached The Company has a duly structured system for effecting
herewith as a part of Directors’ Report. transfer of shares, in compliance with the applicable statutory
provisions.
General Shareholder Information
21st Annual General Meeting proposed to be held, as under:- The Company has been allotted ISIN number for
Date: Monday, September 26, 2016 dematerialization of its equity shares. As on March 31, 2016,
Place: Mumbai total 8,88,99,920 equity shares of the company (representing
Time: 1030 hours (IST) 99.50%) are in the demat form.

The Financial year of the Company is from 1st April of every year As on March 31, 2016, 94,36,178, 9% Unsecured Compulsorily
to 31st March of the subsequent year. Convertible Debentures (CCDs) are outstanding and those
shall be convertible into equity shares. As per the terms and
The face value of Equity Share is `10/- each. The Dividend conditions of the issue, each CCD would be compulsorily
payment for the Financial Year 2015 -16 will be paid after and automatically converted into one Equity Share fully paid

66
up:- (i) on the expiry of two years from the date of allotment by way of a fresh issue of Equity Shares by the Company or
of the CCDs; i.e. January 4, 2017 or (ii) during seven days prior an offer for sale by the Eligible Shareholders or both, without
to the date of the filing of the Red Herring Prospectus (RHP) any application or any further act on the part of the holder
with Registrar of Companies (Roc), whichever is earlier, in the of the Unsecured CCDs. There shall be no redemption of the
event the Company proposes an initial public offering either Unsecured CCDs

ISIN Number: INE002S01010

No. of Complaints received /

NIL
disposed during the year

Link Intime India Private Limited, C 13,

Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai – 400 078,
Registrar and Share Transfer Maharashtra, India
Agent Email: [email protected]
Tel : 022 - 2594 6970
Fax : 022 - 2594 6969

Alok Mishra
Company Secretary & Compliance Officer,
Mahanagar Gas Limited
Address for Correspondence: MGL House, Block No : G-33, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051.
E-mail: [email protected]
Tel No. +91 22 6678 5000
Fax: +91 22 2654 0092/2654 1046

City Gate Station, Opposite Anik Bus Depot, Sion, Mumbai - 400 022.

City Gate Station,

MIDC Mahape, Post-Koper Khairane,
Navi Mumbai - 400 709.

Plant Locations City Gate Station,
Plot No: TAK-A, Ambernath Industrial Area, Ambernath - Badlapur Road,
Village - Chikhaloli,
Tal-Ambernath, District - Thane

City Gate Station,
Plot No: J-93/2, Taloja MIDC Area, Taloja, District - Raigad

67
 Chief Executive Officer (CEO) and
Chief Financial Officer (CFO) Certification

To,
The Board of Directors,
Mahanagar Gas Limited

We, Rajeev Mathur, Managing Director and S. M. Ranade, Chief Financial Officer of Mahanagar Gas Limited, to the best of our
knowledge and belief certify that:

1. We have reviewed the financial statements and the cash flow statement of Mahanagar Gas Limited for the year ended March 31,
2016 and that to the best of our knowledge and belief:
yy These statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading;
yy These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors
and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the
steps we have taken or propose to be taken to rectify these deficiencies.

4. We have indicated to the Auditors and the Audit Committee:

yy Significant changes, if any, in the internal control over financial reporting during the year;
yy Significant changes, if any, in accounting policies during the year and that the same have been disclosed in the Notes to the
financial statements; and,
yy Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having a significant role in the Company’s internal control system over financial reporting.

sd/- sd/-
Date : May 25, 2016 S. M Ranade Rajeev Mathur
Place : Mumbai Chief Financial Officer Managing Director

68
 Independent Auditor’s Certificate
To the Board of Directors of Mahanagar Gas Limited
1. As requested, this report is prepared solely to communicate to the management of Mahanagar Gas Limited (“the Company”)
on compliance by the Company, with the requirements of Corporate Governance as stipulated in paragraph 2 below. These
requirements are not applicable to the company, presently being a non-listed company. However, the Company has informed
us that, it is voluntarily and pro-actively complying with the said conditions and hence, it has voluntarily sought our certificate
on compliance with the requirements if applicable to the Company. This report should not be construed as a report to the
members of the Company.

2. We have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31,
2016, as stipulated in:
yy Clause 49 (excluding clause 49(VII)(E)) of the Listing Agreements of the Company with stock exchange(s) for the period from
April 01, 2015 to November 30, 2015.
yy Clause 49(VII)(E) of the Listing Agreements of the Company with the stock exchange(s) for the period from April 01, 2015 to
September 01, 2015.
yy Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) for
the period from September 02, 2015 to March 31, 2016 and
yy Regulations 17 to 27 (excluding regulation 23(4)) and clauses (b) to (i) and (l) of regulation 46(2) and para C, D and E of
Schedule V of the Listing Regulations for the period from December 01, 2015 to March 31, 2016.

3. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited
to the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

4. We have examined the relevant records of the Company in accordance with the Generally Accepted Auditing Standards in
India, to the extent relevant, and as per the Guidance Note on Certification of Corporate Governance issued by the Institute of
Chartered Accountants of India.

5. In our opinion and to the best of our information and according to our examination of the relevant records and the explanations
given to us and the representations made by the Directors and the Management, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and regulation 17 to 27 and
clauses (b) to (i) and (l) of regulation 46(2) and para C, D and E of Schedule V of the Listing Regulations for the respective periods
of applicability as specified under paragraph 2 above, during the year ended March 31, 2016, except for the following:
a. Though, the Company has majority of its audit committee members as independent, the number of independent directors is
lower than two-third of the member of the Audit Committee, being the minimum required under sub-clause III (A) (1) of
Clause 49 of the Listing Agreement. However, from September 23, 2015, the company has complied with this provision.
b. The Company did not disclose its quarterly results on the website as required under sub-clause (VIII) (E) (3) of Clause 49 of the
Listing Agreement and Regulation 46 (2) (l) of the Listing Regulations.

6. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.

For Deloitte Haskins & Sells

Chartered Accountants
(Registration No. 117365W)

sd/-
Rupen K. Bhatt
Place : Mumbai (Partner)
Date : May 30, 2016 (Membership No.: 46930)

69
 Independent Auditor’s Report to
The Members of Mahanagar Gas Limited
Report on the Financial Statements comply with ethical requirements and plan and perform the
We have audited the accompanying financial statements of audit to obtain reasonable assurance about whether the
MAHANAGAR GAS LIMITED (“the Company”), which comprise financial statements are free from material misstatement.
the Balance Sheet as at 31st March, 2016, the Statement of An audit involves performing procedures to obtain audit
Profit and Loss and the Cash Flow Statement for the year then evidence about the amounts and the disclosures in the
ended, and a summary of the significant accounting policies financial statements. The procedures selected depend on the
and other explanatory information. auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether
Management’s Responsibility for the Financial due to fraud or error. In making those risk assessments, the
Statements auditor considers internal financial control relevant to the
The Company’s Board of Directors is responsible for the matters Company’s preparation of the financial statements that give
stated in Section 134(5) of the Companies Act, 2013 (“the Act”) a true and fair view in order to design audit procedures that
with respect to the preparation of these financial statements are appropriate in the circumstances. An audit also includes
that give a true and fair view of the financial position, financial evaluating the appropriateness of the accounting policies
performance and cash flows of the Company in accordance used and the reasonableness of the accounting estimates
with the accounting principles generally accepted in India, made by the Company’s Directors, as well as evaluating the
including the Accounting Standards prescribed under section overall presentation of the financial statements.
133 of the Act, as applicable.
We believe that the audit evidence we have obtained is
This responsibility also includes maintenance of adequate sufficient and appropriate to provide a basis for our audit
accounting records in accordance with the provisions of opinion on the financial statements.
the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; Opinion
selection and application of appropriate accounting policies; In our opinion and to the best of our information and
making judgments and estimates that are reasonable and according to the explanations given to us, the aforesaid
prudent; and design, implementation and maintenance of financial statements give the information required by the
adequate internal financial controls, that were operating Act in the manner so required and give a true and fair view
effectively for ensuring the accuracy and completeness of in conformity with the accounting principles generally
the accounting records, relevant to the preparation and accepted in India, of the state of affairs of the Company as at
presentation of the financial statements that give a true and 31st March, 2016, and its profit and its cash flows for the year
fair view and are free from material misstatement, whether ended on that date.
due to fraud or error.
Report on Other Legal and Regulatory Requirements
Auditor’s Responsibility 1. As required by Section 143 (3) of the Act, we report that:
Our responsibility is to express an opinion on these financial
statements based on our audit. a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
We have taken into account the provisions of the Act, the belief were necessary for the purposes of our audit.
accounting and auditing standards and matters which
are required to be included in the audit report under the b) In our opinion, proper books of account as required by
provisions of the Act and the Rules made thereunder and the law have been kept by the Company so far as it appears
Order under section 143 (11) of the Act. from our examination of those books.

We conducted our audit of the financial statements in c) The Balance Sheet, the Statement of Profit and Loss, and
accordance with the Standards on Auditing specified under the Cash Flow Statement dealt with by this Report are in
Section 143(10) of the Act. Those Standards require that we agreement with the books of account.

70
 d) In our opinion, the aforesaid financial statements ii. The Company has made provision, as required under
comply with the Accounting Standards prescribed the applicable law or accounting standards, for
under section 133 of the Act, as applicable. material foreseeable losses, if any, on long-term
contracts. The Company does not have any
e) On the basis of the written representations received outstanding derivative contracts as at the
from the directors as on 31st March, 2016 and taken on year-end;
record by the Board of Directors, none of the
directors is disqualified as on 31st March, 2016 from iii. There are no amounts that are due to be transferred,
being appointed as a director in terms of Section 164 (2) to the Investor Education and Protection Fund by
of the Act. the Company.

f ) With respect to the adequacy of the internal financial 2. As required by the Companies (Auditor’s Report) Order,
controls over financial reporting of the Company and 2016 (“the Order”) issued by the Central Government in
the operating effectiveness of such controls, refer to terms of Section 143(11) of the Act, we give in “Annexure
our separate Report in “Annexure A”. Our report B” a statement on the matters specified in paragraphs 3
expresses an unmodified opinion on the adequacy and and 4 of the Order.
operating effectiveness of the Company’s internal
financial controls over financial reporting.
For Deloitte Haskins & Sells
g) With respect to the other matters to be included in Chartered Accountants
the Auditor’s Report in accordance with Rule 11 of the (Firm’s Registration No. 117365W)
Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and
according to the explanations given to us: sd/-
i. The Company has disclosed the impact of pending Rupen K. Bhatt
litigations on its financial position in its financial Place : Mumbai (Partner)
statements; Date : May 30, 2016 (Membership No. 46930)

71
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f ) under ‘Report on Other Legal controls system over financial reporting and their operating
and Regulatory Requirements’ of our report of even date) effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of
Report on the Internal Financial Controls Over Financial internal financial controls over financial reporting, assessing the
Reporting under Clause (i) of Sub-section 3 of Section 143 of risk that a material weakness exists, and testing and evaluating
the Companies Act, 2013 (“the Act”) the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend
We have audited the internal financial controls over financial on the auditor’s judgement, including the assessment of the
reporting of Mahanagar Gas Limited (“the Company”) as of risks of material misstatement of the financial statements,
March 31, 2016 in conjunction with our audit of the standalone whether due to fraud or error.
financial statements of the Company for the year ended on
that date. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
Management’s Responsibility for Internal Financial opinion on the Company’s internal financial controls system
Controls over financial reporting.
The Company’s management is responsible for establishing
and maintaining internal financial controls based on “the Meaning of Internal Financial Controls Over Financial
internal control over financial reporting criteria established by Reporting
the Company considering the essential components of internal A company's internal financial control over financial reporting is
control stated in the Guidance Note on Audit of Internal Financial a process designed to provide reasonable assurance regarding
Controls Over Financial Reporting issued by the Institute of the reliability of financial reporting and the preparation of
Chartered Accountants of India”. These responsibilities include financial statements for external purposes in accordance
the design, implementation and maintenance of adequate with generally accepted accounting principles. A company's
internal financial controls that were operating effectively for internal financial control over financial reporting includes
ensuring the orderly and efficient conduct of its business, those policies and procedures that
including adherence to Company’s policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, 1. pertain to the maintenance of records that, in reasonable
the accuracy and completeness of the accounting records, detail, accurately and fairly reflect the transactions and
and the timely preparation of reliable financial information, as dispositions of the assets of the company;
required under the Companies Act, 2013.
2. provide reasonable assurance that transactions are recorded
Auditor’s Responsibility as necessary to permit preparation of financial statements in
Our responsibility is to express an opinion on the Company's accordance with generally accepted accounting principles,
internal financial controls over financial reporting based on our and that receipts and expenditures of the company are
audit. We conducted our audit in accordance with the Guidance being made only in accordance with authorisations of
Note on Audit of Internal Financial Controls Over Financial management and Directors of the company; and
Reporting (the “Guidance Note”) issued by the Institute of
Chartered Accountants of India and the Standards on Auditing 3. provide reasonable assurance regarding prevention or
prescribed under Section 143(10) of the Companies Act, timely detection of unauthorised acquisition, use, or
2013, to the extent applicable to an audit of internal financial disposition of the company's assets that could have a
controls. Those Standards and the Guidance Note require that material effect on the financial statements.
we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether Inherent Limitations of Internal Financial Controls Over
adequate internal financial controls over financial reporting Financial Reporting
was established and maintained and if such controls operated Because of the inherent limitations of internal financial
effectively in all material respects. controls over financial reporting, including the possibility
of collusion or improper management override of controls,
Our audit involves performing procedures to obtain audit material misstatements due to error or fraud may occur and
evidence about the adequacy of the internal financial not be detected. Also, projections of any evaluation of the

72
internal financial controls over financial reporting to future on Audit of Internal Financial Controls Over Financial Reporting
periods are subject to the risk that the internal financial control issued by the Institute of Chartered Accountants of India”.
over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

Opinion For Deloitte Haskins & Sells

In our opinion, to the best of our information and according to Chartered Accountants
the explanations given to us, the Company has, in all material (Firm’s Registration No. 117365W)
respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over
financial reporting were operating effectively as at March 31, sd/-
2016, based on “the internal control over financial reporting Rupen K. Bhatt
criteria established by the Company considering the essential Place : Mumbai (Partner)
components of internal control stated in the Guidance Note Date : May 30, 2016 (Membership No. 46930)

73
ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and of deposit with the Registrar as required by the Rule
Regulatory Requirements’ section of our report of even date) 16 of Companies (Acceptance of Deposits) Rules, 2014.
According to the information and explanations given to us,
1. (a) The Company has maintained proper records showing no order in this respect has been passed by the Company
full particulars, including quantitative details and Law Board or the National Company Law Tribunal or the
situation of fixed assets. Reserve Bank of India or any Court or any other Tribunal.

(b) The fixed assets were physically verified during the 6. We have broadly reviewed the cost records maintained by
year by the Management in accordance with a regular the Company pursuant to the Companies (Cost Records
programme of verification which, in our opinion, and Audit) Amendment Rules, 2014, prescribed by the
provides for physical verification of all the fixed assets Central Government under sub-section (1) of Section 148
at reasonable intervals. According to the information of the Companies Act, 2013, and are of the opinion that,
and explanation given to us, no material discrepancies prima facie, the prescribed cost records have been made
were noticed on such verification. and maintained. We have, however, not made a detailed
examination of the cost records with a view to determine
(c) According to the information and explanations given whether they are accurate or complete.
to us and the records examined by us and based on the
examination of the registered conveyance deed 7. According to the information and explanations given to us,
provided to us, we report that, the title deeds, in respect of statutory dues:
comprising all the immovable properties of buildings
which are freehold, are held in the name of the Company (a) The Company has been regular in depositing
as at the balance sheet date. In respect of immovable undisputed statutory dues, including Provident Fund,
properties of land that have been taken on lease and Employees’ State Insurance, Income-tax, Sales Tax,
disclosed as fixed asset in the financial statements, the Service Tax, Customs Duty, Excise Duty, Value Added
lease agreements are in the name of the Company, Tax, cess and other material statutory dues applicable to
where the Company is the lessee in the agreement. it to the appropriate authorities.

2. As explained to us, the inventories were physically verified (b) There were no undisputed amounts payable in respect
during the year by the Management at reasonable intervals of Provident Fund, Employees’ State Insurance, Income-
and no material discrepancies were noticed on physical tax, Sales Tax, Service Tax, Customs Duty, Excise Duty,
verification. Value Added Tax, cess and other material statutory dues
in arrears as at March 31, 2016 for a period of more than
3. The Company has not granted any loans, secured six months from the date they became payable.
or unsecured, to companies, firms, Limited Liability
Partnerships or other parties covered in the register (c) Details of dues of Income-tax, Sales Tax, Service Tax,
maintained under section 189 of the Companies Act, 2013. Customs Duty, Excise Duty, and Value Added Tax which
have not been deposited as on March 31, 2016 on
4. In our opinion and according to the information and account of disputes are given below:
explanations given to us, the Company has complied with (` Lakh)
the provisions of Sections 185 and 186 of the Companies Name of Nature Forum where Period to Amount Amount
Act, 2013 in respect of grant of loans, making investments Statute of Dispute is which the Involved Unpaid
Dues Pending Amount
and providing guarantees and securities, as applicable. Relates
Central Excise March 2001 to
CESTAT 14,277.76 13,894.03
5. In our opinion and according to the information and Excise Act, Duty October 2014
1944
explanations given to us, the Company has complied with Commissioner/ April 2014 to
Commissioner November 920.23 900.10
the provisions of Sections 73 to 76 or any other relevant (Appeals) 2015
provisions of the Companies Act, 2013 and the Companies April 2006 to
Below
(Acceptance of Deposits) Rules, 2014, as amended, with Commissioner
December 808.87 808.87
2015
regard to the deposits accepted except for filing of Return

74
 (` Lakh)
12. The Company is not a Nidhi Company and hence reporting
Name of Nature Forum where Period to Amount Amount
Statute of Dispute is which the Involved Unpaid
under clause (xii) of the CARO 2016 Order is not applicable.
Dues Pending Amount
Relates 13. In our opinion and according to the information and
Central Service
CESTAT
April 2005 to
367.13 367.13 explanations given to us the Company is in compliance
Excise Act, Tax March 2010
1944 with Section 188 and 177 of the Companies Act, 2013,
Commissioner/ April 2006 to
Commissioner September 127.04 126.02
where applicable, for all transactions with the related
(Appeals) 2015 parties and the details of related party transactions have
Below May 2011 to been disclosed in the financial statements etc. as required
22.80 22.80
Commissioner January 2016 by the applicable accounting standards.
Maharashtra
Joint
Value Added Sales
Commissioner
April 2006 to
448.95 398.23 14. During the year the Company has not made any preferential
Tax Act, Tax March 2011
2002
(Appeals) allotment or private placement of shares or fully or partly
Assessment
convertible debentures and hence reporting under clause
Income Tax Income
Act, 1961 Tax
Upto ITAT year 2002-03 54.91 7.26 (xiv) of CARO 2016 is not applicable to the Company.
to 2012-13

15. In our opinion and according to the information and

8. In our opinion and according to the information and explanations given to us, during the year the Company has
explanations given to us, the Company has not defaulted not entered into any non-cash transactions with its directors
in the repayment of dues in respect of debenture holders. or persons connected with him and hence provisions of
During the year, the Company has not taken loans from section 192 of the Companies Act, 2013 are not applicable.
financial institutions, banks and government.
16. The Company is not required to be registered under section
9. During the year, the Company has not raised moneys by 45-I of the Reserve Bank of India Act, 1934.
way of initial public offer or further public offer (including
debt instruments) or term loans and hence reporting under
clause (ix) of the CARO 2016 is not applicable.

10. To the best of our knowledge and according to the For Deloitte Haskins & Sells
information and explanations given to us, no fraud by the Chartered Accountants
Company and no material fraud on the Company by its (Firm’s Registration No. 117365W)
officers or employees has been noticed or reported during
the year.

11. In our opinion and according to the information and

explanations given to us, the Company has paid / provided sd/-
managerial remuneration in accordance with the requisite Rupen K. Bhatt
approvals mandated by the provisions of section 197 read Place : Mumbai (Partner)
with Schedule V to the Companies Act, 2013. Date : May 30, 2016 (Membership No. 46930)

75
Balance Sheet as at 31st March 2016
(` Lakh)
As at As at
Particulars Note No.
31st March 2016 31st March 2015
I - EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital 2 8,934.16 8,934.16
(b) Reserves and Surplus 3 1,43,863.36 1,31,812.36
1,52,797.52 1,40,746.52
(2) Non-current liabilities
(a) Long-term borrowings 4 437.62 1,558.80
(b) Deferred tax liabilities (Net) 5 11,812.08 10,270.86
(c) Other long-term liabilities 6 52.45 106.31
(d) Long term provisions 7 527.51 683.19
12,829.66 12,619.16
(3) Current Liabilities
(a) Trade payables 8
(i) Total outstanding dues of Micro, Small & Medium Enterprises 178.49 266.12
(ii) Total outstanding dues of creditors other than Micro, Small and Medium Enterprises 11,014.70 10,929.37
11,193.19 11,195.49
(b) Other current liabilities 9 38,976.27 32,270.01
(c) Short-term provisions 10 19,832.97 19,727.32
70,002.43 63,192.82
TOTAL 2,35,629.61 2,16,558.50
II - ASSETS
(1) Non-current assets
(a) Fixed assets 11
(i) Tangible assets 1,15,492.39 1,05,943.51
(ii) Intangible assets 468.71 457.10
(iii) Capital work-in-progress 42,886.53 37,962.04
1,58,847.63 1,44,362.65
(b) Long term loans and advances 12 4,298.96 2,963.44
(c) Other non-current assets 13 108.75 178.22
1,63,255.34 1,47,504.31
(2) Current assets
(a) Current investments 14 38,819.79 37,146.63
(b) Inventories 15 1,802.68 1,735.49
(c) Trade Receivables 16 8,925.49 9,623.10
(d) Cash and cash equivalents 17 17,208.66 14,491.72
(e) Short-term loans and advances 18 2,760.36 3,062.60
(f ) Other current assets 19 2,857.29 2,994.65
72,374.27 69,054.19
TOTAL 2,35,629.61 2,16,558.50
See accompanying notes forming part of the financial statements 1-27

In terms of our report attached

For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants
(Firm Registration No. - 117365W) sd/- sd/-
Rajeev Mathur Akhil Mehrotra
Managing Director Director
sd/-
DIN : 03308185 DIN : 07197901
Rupen K. Bhatt
Partner sd/- sd/-
(Membership No. - 46930) S M Ranade Alok Mishra
Chief Financial Officer Company Secretary
ACA No. - 39230 ACS No. A - 15967
Place : Mumbai Place : Delhi
Date : May 30, 2016 Date : May 30, 2016

76
Statement of Profit and Loss for the year ended 31st March 2016
(` Lakh)
Note For the year ended For the year ended
Particulars
No. 31st March 2016 31st March 2015
Revenue from Operations:
Sale of Natural Gas (Gross) 2,27,216.20 2,27,456.37
Less: Excise Duty 20,683.40 19,675.48
I
Sale of Natural Gas (Net) 2,06,532.80 2,07,780.89
Sale of pipes, fittings and other materials 148.85 46.83
Other operating income 1,211.05 1,665.10
2,07,892.70 2,09,492.82
II Other Income 20 4,270.07 4,070.88
III Total Revenue (I + II) 2,12,162.77 2,13,563.70
Expenses:
Cost of Natural Gas and Traded Items 21 1,22,962.56 1,29,580.76
Changes in Inventories 22 7.20 (8.46)
Employee benefits expense 23 5,371.19 5,111.14
IV
Finance Costs 24 294.46 120.50
Depreciation and amortization expense 11 8,405.73 7,990.86
Other expenses 25 28,256.76 25,839.52
Total expenses 1,65,297.90 1,68,634.32
V Profit before tax (III- IV) 46,864.87 44,929.38
Tax expense:
(1) Current tax 14,455.00 13,310.00
VI
(2) Deferred tax 1,541.22 1,519.28
Total 15,996.22 14,829.28
VII Profit after tax for the year ended (V - VI) 30,868.65 30,100.10
Earnings per equity share (EPS)
26.5
(Face value of `10/- each)
VIII
Basic (`) 34.55 33.69
Diluted (`) 31.36 30.54
See accompanying notes forming part of the financial
1-27
statements
In terms of our report attached
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants
(Firm Registration No. - 117365W) sd/- sd/-
Rajeev Mathur Akhil Mehrotra
Managing Director Director
sd/-
DIN : 03308185 DIN : 07197901
Rupen K. Bhatt
Partner sd/- sd/-
(Membership No. - 46930) S M Ranade Alok Mishra
Chief Financial Officer Company Secretary
ACA No. - 39230 ACS No. A - 15967
Place : Mumbai Place : Delhi
Date : May 30, 2016 Date : May 30, 2016

77
Cashflow Statement for the year ended 31st March, 2016
(` Lakh)
For the year ended For the year ended
PARTICULARS
31st March 2016 31st March 2015
1. CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax as per Statement of Profit and Loss 46,864.87 44,929.38
Adjusted for:
Depreciation and amortisation expense 8,405.73 7,990.86
Loss on Sale / Disposal of Assets (Net) 42.25 0.51
Profit on sale of current investments - non trade (Net) (403.38) (158.78)
Fixed Assets Written Off 1.49 1.27
Provision for / (Reversal of ) Doubtful Trade Receivables (Net) 33.58 (20.47)
Provision for / (Reversal of ) Doubtful Security Deposits (Net) (54.57) 77.23
Bad Trade Receivables written off 16.00 36.39
Net unrealised exchange (gain)/ loss 19.60 (33.71)
Provision for Leave Encashment 158.32 192.26
Finance Costs 294.46 120.50
Dividend Income on Current Investments - Non trade (1,501.96) (2,411.50)
Interest on Bank Fixed Deposits (1,036.63) (756.45)

Operating Profit Before Working Capital Changes 52,839.76 49,967.49

Adjusted for:
(Increase)/Decrease in Inventories (67.19) (148.87)
(Increase)/Decrease in Trade Receivables 648.03 1,287.30
(Increase)/Decrease in Long Term Loans and Advances (749.82) (410.07)
(Increase)/Decrease in Other Non Current Assets 69.47 (10.83)
(Increase)/Decrease in Short Term Loans and Advances 356.81 (297.74)
(Increase)/Decrease in Other Current Assets (12.76) (135.41)
Increase/(Decrease) in Other Long Term Liabilities (53.86) 28.58
Increase/(Decrease) in Long Term Provisions (155.68) 278.99
Increase/(Decrease) in Trade Payables (21.90) 592.07
Increase/(Decrease) in Other Current Liabilities 4,670.93 5,403.78
Increase/(Decrease) in Short Term Provisions 26.21 13.27
4,710.24 6,601.07
Cash Generated from Operations 57,550.00 56,568.56
Income Taxes Paid (15,007.04) (13,897.12)
Net Cash from Operating Activities 42,542.96 42,671.44

78
Cashflow Statement for the year ended 31st March, 2016
(` Lakh)
For the year ended For the year ended
PARTICULARS
31st March 2016 31st March 2015
2. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (22,112.67) (19,759.40)
Sale of Fixed Assets 10.93 12.86
Purchase of current investments (2,34,946.65) (2,43,986.17)
Sale of current investments 2,33,676.87 2,41,204.88
Bank balances not considered as Cash and Cash Equivalents (2,179.96) (6,620.06)
Interest Received 1,186.75 664.15
Dividend Received on current investments - Non trade 1,501.96 2,411.50
Net Cash (used in) Investing Activities (22,862.77) (26,072.24)

3. CASH FLOW FROM FINANCING ACTIVITIES

Issue of 9% Unsecured Compulsorily Convertible Debentures - 943.62
Repayment of Borrowings (177.56) (183.15)
Dividend Paid (Including Corporate Dividend Tax `3,182.87 Lakh for the
year ended March 31, 2015, Previous Year `2,657.13 Lakh for the year ended (18,817.65) (18,291.91)
March 31, 2014)
Interest Paid (148.00) (76.72)
Net Cash (used in) Financing Activities (19,143.21) (17,608.16)

Net Increase/(Decrease) in Cash and Cash Equivalents (1+2+3) 536.98 (1,008.96)

Cash and Cash Equivalents at the beginning of the year 1,573.95 2,582.91
Cash and Cash Equivalents at the end of the year (Refer Note 1 below) 2,110.93 1,573.95

Notes:
1. Cash and cash equivalents at the end of the year includes (Refer Note 17)
i) Cash on Hand 0.16 0.10
ii) Cheques in Hand - 1.05
iii) Balances with Banks
In Current Accounts 2,110.77 1,572.80
2,110.93 1,573.95
See accompanying notes forming part of the financial statements Note 1-27

In terms of our report attached

For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants
(Firm Registration No. - 117365W) sd/- sd/-
Rajeev Mathur Akhil Mehrotra
Managing Director Director
sd/-
DIN : 03308185 DIN : 07197901
Rupen K. Bhatt
Partner sd/- sd/-
(Membership No. - 46930) S M Ranade Alok Mishra
Chief Financial Officer Company Secretary
ACA No. - 39230 ACS No. A - 15967
Place : Mumbai Place : Delhi
Date : May 30, 2016 Date : May 30, 2016

79
 Notes on financial statements for the year ended 31st March, 2016

NOTE-1: Significant Accounting Policies Capital Work-in-Progress

Capital Work-in-Progress includes, expenditure incurred
1. Basis of accounting and preparation of financial on assets, which are yet to be commissioned. Capital
statements Inventory included in Capital work-in-Progress comprises
The financial statements of the Company have been stock of capital items / construction materials at stores and
prepared in accordance with the Generally Accepted with contractors / processors.
Accounting Principles in India (Indian GAAP) to comply
with the Accounting Standards prescribed under Section 4. Depreciation and Amortisation
133 of the Companies Act, 2013. The financial statements Depreciable amount for assets is the cost of an asset less its
have been prepared on accrual basis under the historical estimated residual value.
cost convention. The accounting policies adopted in the Depreciation on tangible fixed assets is provided on straight
preparation of the financial statements are consistent with line method as per useful life and in the manner prescribed
those followed in the previous year. by Schedule II to the Companies Act, 2013, except in respect
of the Online compressors and dispensers, where useful
2. Use of Estimates life considered is 10 years as per management estimate,
The preparation of the financial statements in conformity based on technical advice, taking into account the nature
with Indian GAAP requires the Management to make of the asset, the estimated usage of the asset, the operating
estimates and assumptions considered in the reported conditions of the asset, replacements generally required
amounts of assets and liabilities (including contingent from the point of view of operational effectiveness.
liabilities) and the reported income and expenses during
the year. The Management believes that the estimates Leasehold Land is amortised over the lease period.
used in preparation of the financial statements are prudent
and reasonable. Future results could differ due to these Intangible Assets (Software / Licenses) are amortised over 6
estimates and the differences between the actual results years based on useful life.
and the estimates are recognised in the periods in which
the results are known / materialise. 5. Investments
Current investments are carried individually, valued at the
3. Fixed Assets lower of cost and fair value.
Cost
Fixed assets are carried at cost of acquisition or construction 6. Inventories
less accumulated depreciation and accumulated Inventories are valued at lower of cost and net realisable
impairment losses if any. Cost includes financing cost value after providing for obsolescence and other losses,
relating to borrowed funds attributable to the construction where considered necessary. The cost is determined on
or acquisition of fixed assets up to the date the assets are weighted average basis.
commissioned. In case of commissioned assets where final
payment to the contractors is pending, capitalisation is 7. Foreign Exchange Transactions
made on provisional basis subject to necessary adjustment Foreign currency transactions are recorded at the exchange
in cost and depreciation in the year of settlement. rates prevailing on the date of such transactions. Monetary
items are translated at the rates of exchange prevailing at
Commissioning the date of the Balance Sheet. Gain/loss arising on account
Gas distribution systems are treated as commissioned of differences in foreign exchange rates on settlement/
when supply of gas commences to the individual points. translation of monetary items is recognised in the
Statement of Profit and Loss.
Intangible Assets
Intangible assets like software / licenses which are 8. Revenue Recognition
expected to provide future enduring economic benefits are Sale is recognised on supply of natural gas to customers
capitalised as Intangible Assets. by metered/assessed measurements. Compensation

80
Notes on financial statements for the year ended 31st March, 2016

receivable from customers with respect to shortfall end of the period in which the employee renders the
in minimum guaranteed offtake of gas are recognised related service and Long Service Awards are recognised
on contractual basis and delayed payment charges are as a liability at the present value of the defined benefit
recognised on receipt basis in view of uncertainty of obligation as at the balance sheet date.
collection.
Provision for gratuity as per actuarial valuation is funded
9. Employee Benefits with ‘Life Insurance Corporation of India’.
Defined Contribution Plan
Company’s contribution to provident fund is recognised 10.Taxes on Income
on accrual basis in the Statement of Profit and Loss. Current tax is determined as the amount of tax payable
in respect of taxable income for the year. Deferred Tax is
Defined Benefit Plan measured using the tax rates and the Tax Laws enacted or
Employee Benefits under Defined Benefit Plans in respect substantially enacted as at the reporting date. Deferred
of gratuity, compensated absence, post-retirement tax is recognised, subject to consideration of prudence,
medical scheme and long service award are recognized on timing differences, being the difference between
based on the present value of defined benefit obligation, taxable income and accounting income that originates
which is computed on the basis of actuarial valuation in one period and are capable of reversal in one or
using the Projected Unit Credit method. Past services more subsequent periods. Deferred tax assets arising on
are recognised on a straight line basis over the average account of unabsorbed depreciation or carry forward of
period until the benefits become vested. Actuarial gains tax losses are recognised only if there is virtual certainty
and losses are recognised immediately in the Statement supported by convincing evidence that there will be
of Profit and Loss as Income or Expense. Obligation is sufficient future taxable income available to realise the
measured at the present value of estimated future cash assets.
flows using a discounted rate that is determined by
reference to the market yields at the Balance Sheet date 11.Borrowing Costs
on Government Bonds where the currency and the terms Borrowing costs attributable to the acquisition or
of the Government Bonds are consistent with the currency construction of qualifying assets are capitalised as part
and estimated terms of the defined benefit obligation. of the cost of such assets. All other borrowing costs are
charged to revenue.
Short-term employee benefits
The undiscounted amount of short-term employee 12.Segment Reporting
benefits expected to be paid in exchange for the services The company is in the business of distribution of Natural
rendered by employees are recognised during the year Gas. The Company earns revenue by selling natural
when the employees render the service. These benefits gas and does not earn revenue by transporting gas of
include compensated absences which are expected to third parties. Natural gas business involves distribution
occur within twelve months after the end of the period of gas from sources of supply to centres of demand
in which the employee renders the related service. and to the end consumers. The company is operating
The cost of short-term compensated absences is in India, a single geographical segment. Considering
accounted as under: the definition of reportable business segments and
1. In respect of accumulated compensated absences, the reportable geographical segments, contained in
when employees render the services that increase their Accounting Standard 17 on Segment Reporting, there is
entitlement of future compensated absences; and only one business and geographical segment.

2. In case of non-accumulating compensated absences, 13.Operating Leases

when the absences occur. Lease of assets under which all the risks and reward
of ownership are effectively retained by the lessor are
Long-term employee benefits classified as operating lease. Lease payments under
Accumulated Compensated absences which are not operating leases are recognised as expense on accrual
expected to occur within twelve months after the basis as per the lease agreements.

81
Notes on financial statements for the year ended 31st March, 2016

Operating lease arrangements for premises (residential, recognised for an asset in earlier accounting periods no
office, godowns etc), which are not non-cancellable, range longer exists or may have decreased, such reversal of
between eleven months to three years generally, and are impairment loss is recognised in the Statement of Profit
usually renewable by mutual consent on agreed terms. and Loss.
The aggregate lease rentals payable are charged as rent
including lease rentals. 15. Provisions, Contingent Liabilities & Contingent Assets
A provision is recognised when the Company has a present
14. Impairment of assets legal obligation as a result of past events and it is probable
The carrying values of assets/cash generating units at that an outflow of resources will be required to settle
each balance sheet date are reviewed for impairment. the obligation, in respect of which reliable estimate can
If any indication of impairment exists, the recoverable be made. Provisions (excluding retirement benefits) are
amount of such assets is estimated and impairment is not discounted to its present value and are determined
recognised, if the carrying amount of these assets exceeds based on best estimate required to settle the obligation
their recoverable amount. The recoverable amount is the at the Balance Sheet date. These are reviewed at each
greater of the net selling price and their value in use. Value Balance Sheet date and adjusted to reflect the current
in use is arrived at by discounting the future cash flows best estimates. Contingent Liabilities are not recognised
to their present value based on an appropriate discount in the financial statements. Contingent Assets are neither
factor. When there is indication that an impairment loss recognised nor disclosed in the financial statements.

82
Notes on financial statements for the year ended 31st March 2016
(` Lakh)
As at As at
Particulars
31st March 2016 31st March 2015
NOTE - 2
SHARE CAPITAL
Authorised
130,000,000 (previous year 130,000,000) Equity Shares of `10/- each 13,000.00 13,000.00
Issued, Subscribed and Fully Paid up
89,341,600 (previous year 89,341,600) Equity Shares of `10/- each fully paid up. 8,934.16 8,934.16

Details of Shareholders holding more than 5% shares

GAIL (India) Limited
Number of Shares 44,449,960 44,449,960
Percentage 49.75% 49.75%
BG Asia Pacific Holding Pte. Ltd., Singapore
Number of Shares 44,449,960 44,449,960
Percentage 49.75% 49.75%
On conversion of Compulsorily Convertible Debentures (as referred in note 4 and 27.6)
94,36,178 additional equity shares will be issued
The Company has only one class of shares having par value at `10 per share. Each holder of
equity shares is entitled to one vote per share.

NOTE - 3
RESERVES AND SURPLUS
a. General Reserve
Opening Balance and Closing Balance 21,183.81 21,183.81
b. Surplus in Statement of Profit and Loss
Opening Balance 1,10,628.55 99,577.84
Less: Adjustment on account of depreciation [net of tax] - 231.74
Add : Net Profit transferred from Statement of Profit and Loss 30,868.65 30,100.10
1,41,497.20 1,29,446.20

Less: Proposed Dividend 8,934.16 8,934.16

Proposed Special Dividend 6,700.62 6,700.62
Corporate Dividend Tax 3,182.87 3,182.87
18,817.65 18,817.65

Closing Balance 1,22,679.55 1,10,628.55

1,43,863.36 1,31,812.36

NOTE - 4
LONG TERM BORROWINGS
Unsecured
Sales Tax Deferred Loan (Interest Free) # 437.62 615.18
9% Unsecured Compulsorily Convertible Debentures (UCCD) (Refer Note No. 27.6 and - 943.62
Note No. 9 below)
437.62 1,558.80
# Sales tax deferment is in respect of Sales Tax collected for the period 1996-97 to
2000-01. The same is being repaid in 6 equal annual instalments on 1st April every year
starting from the 14th year from the year of availment of the Loan.

83
Notes on financial statements for the year ended 31st March 2016
(` Lakh)
As at As at
Particulars
31st March 2016 31st March 2015
NOTE - 5
DEFERRED TAX LIABILITIES
Deferred tax liabilities 12,494.64 10,932.64
Deferred tax assets 682.56 661.78
Deferred tax liability (Net) 11,812.08 10,270.86
Note: Major components of deferred tax assets/liabilities arising on account of timing
difference comprises of the following:

Tax effect of items constituting deferred tax liability

On difference between book balance and tax balance of fixed assets 12,494.64 10,932.64
Total Deferred Tax Liability A 12,494.64 10,932.64
Tax effect of items constituting deferred tax assets
Provision for doubtful trade receivables / deposits 112.06 119.32
Disallowances under Section 43B of the Income Tax Act, 1961 568.05 540.51
Others 2.45 1.95
Total Deferred Tax Assets B 682.56 661.78
Net Deferred Tax Liability A-B 11,812.08 10,270.86

NOTE - 6
OTHER LONG TERM LIABILITIES
Trade Payables 6.18 4.73
Trade/Security Deposits Received 46.27 101.58
52.45 106.31

NOTE - 7
LONG TERM PROVISIONS
Provision for Employee benefits 527.51 683.19
527.51 683.19

NOTE - 8
TRADE PAYABLES
Total outstanding dues of Micro, Small and Medium Enterprises (Refer Note 27.3) 178.49 266.12
Total outstanding dues of creditors other than Micro, Small and Medium Enterprises 11,014.70 10,929.37
11,193.19 11,195.49

84
Notes on financial statements for the year ended 31st March 2016
(` Lakh)
As at As at
Particulars
31st March 2016 31st March 2015
NOTE - 9
OTHER CURRENT LIABILITIES
Capital Creditors
(i) Total outstanding dues of Micro, Small and Medium Enterprises (Refer Note 27.3) 413.46 180.60
(ii) Total outstanding dues of Capital creditors other than Micro, Small and 2,006.26 1,293.87
Medium Enterprises
2,419.72 1,474.47

Security Deposit from Customers 30,926.26 26,637.34

Trade/Security Deposits Received 624.03 592.91
Advances received from Customers 1,831.99 1,590.29
Statutory Remittances (VAT, ESIC, TDS, PF etc.) 1,736.31 1,677.25
Current maturities of long term borrowings - 9% UCCD (Refer Note 4 above) 943.62 -
Interest accrued but not due - 20.01
Other Payables (includes Earnest Money Deposits etc.) 494.34 277.74
38,976.27 32,270.01

NOTE - 10
SHORT TERM PROVISIONS
a. Provision for Employee Benefits
Provision for Compensated Absences 905.75 730.45
Provision for Other employee benefits 14.13 4.90

b. Provision Others
Provision for Tax (net of advance tax) 95.44 174.32
Provision for Proposed Dividend on Equity Shares 15,634.78 15,634.78
Corporate Dividend Tax on Proposed Dividend 3,182.87 3,182.87
19,832.97 19,727.32

85
 Notes on financial statements for the year ended 31st March 2016
NOTE - 11 FIXED ASSETS
(` Lakh)
Description of Gross Block Accumulated Depreciation and Amortisation Net Block
Assets As at Additions Deductions / As at As at Depreciation / Deductions / Upto As at As at
1st April Adjustments 31st March 1st April Amortisation Adjustments 31st March 31st March 31st March
2015 2016 2015 Expenses 2016 2016 2015
Tangible Assets
3,350.68 187.95 - 3,538.63 307.35 144.90 - 452.25 3,086.38 3,043.33
Leasehold Land
3,233.07 117.61 - 3,350.68 261.68 45.67 - 307.35 3,043.33 2,971.39
Buildings, 2,160.80 29.94 9.17 2,181.57 528.79 39.88 8.71 559.96 1,621.61 1,632.01
Bunk houses 2,147.83 12.97 - 2,160.80 482.10 46.69 - 528.79 1,632.01 1,665.73
441.48 - - 441.48 128.11 22.84 - 150.95 290.53 313.37
Roads & Fences
441.48 - - 441.48 76.58 51.53 - 128.11 313.37 364.90
1,004.34 0.19 4.18 1,000.35 325.60 100.27 0.85 425.02 575.33 678.74
Electrical Installations
915.55 88.79 - 1,004.34 173.05 152.55 - 325.60 678.74 742.50
Plant & Machinery
Gas Distribution 153,523.85 17,171.42 586.56 170,108.71 56,088.71 7,353.40 540.51 62,901.60 107,207.11 97,435.14
System 139,003.15 14,712.71 192.01 153,523.85 49,268.75 7,002.62 182.66 56,088.71 97,435.14 89,734.40
2,175.51 144.52 5.57 2,314.46 489.84 150.87 3.80 636.91 1,677.55 1,685.67
Others
2,121.97 53.54 - 2,175.51 323.43 166.41 - 489.84 1,685.67 1,798.54
1,313.83 159.41 186.24 1,287.00 1,024.39 130.54 182.47 972.46 314.54 289.44
Computers
1,198.30 140.13 24.60 1,313.83 890.00 156.95 22.56 1,024.39 289.44 308.30
1,268.16 81.48 4.36 1,345.28 616.93 212.40 1.00 828.33 516.95 651.23
Office Equipments
1,012.86 258.39 3.09 1,268.16 226.59 391.42 1.08 616.93 651.23 786.27
Communication 184.92 17.46 0.22 202.16 152.02 14.30 0.21 166.11 36.05 32.90
Systems 183.71 1.21 - 184.92 75.75 76.27 - 152.02 32.90 107.96
492.23 19.90 13.68 498.45 310.55 34.68 13.12 332.11 166.34 181.68
Furniture and Fixtures
480.42 11.81 - 492.23 248.64 61.91 - 310.55 181.68 231.78
Total - Tangible Assets 165,915.80 17,812.27 809.98 182,918.09 59,972.29 8,204.08 750.67 67,425.70 115,492.39 105,943.51
(A) 150,738.34 15,397.16 219.70 165,915.80 52,026.57 8,152.02 206.30 59,972.29 105,943.51 98,711.77
Intangible Assets
Softwares / Licences 1,229.22 211.83 (139.24) 1,580.29 772.12 201.65 (137.81) 1,111.58 468.71 457.10
(Acquired) 1,019.14 210.08 - 1,229.22 582.21 189.91 - 772.12 457.10 436.93
Total - Intangible 1,229.22 211.83 (139.24) 1,580.29 772.12 201.65 (137.81) 1,111.58 468.71 457.10
Assets (B) 1,019.14 210.08 - 1,229.22 582.21 189.91 - 772.12 457.10 436.93
167,145.02 18,024.10 670.74 184,498.38 60,744.41 8,405.73 612.86 68,537.28 115,961.10 106,400.61
Total (A + B)
151,757.48 15,607.24 219.70 167,145.02 52,608.78 8,341.93 206.30 60,744.41 106,400.61 99,148.70
Less: Debited to - - - - - - - - - -
Surplus in Statement
of Profit and Loss - - - - - 351.07 - - - -
(Refer note 3 below)
167,145.02 18,024.10 670.74 184,498.38 60,744.41 8,405.73 612.86 68,537.28 115,961.10 106,400.61
Grand Total
151,757.48 15,607.24 219.70 167,145.02 52,608.78 7,990.86 206.30 60,744.41 106,400.61 99,148.70
Capital work-in- 42,886.53 37,962.04
progress 37,962.04 34,544.13
158,847.63 144,362.65
Total Fixed Assets
144,362.65 133,692.83

NOTES:
1. Capital Work-in-Progress includes Capital inventory of `8,127.14 Lakh (as at 31st March, 2015 `5,685.48 Lakh)
a. Capital inventory includes material with contractors/processors `1,596.36 Lakh (as at 31st March, 2015 `1,416.84 Lakh)
b. Capital inventory includes material in transit `154.24 Lakh (as at 31st March, 2015 ` NIL)
2. Additions to Fixed Assets are net of `284.84 Lakh (Previous year `278.72 Lakh) on account of recoveries from certain PNG customers towards the cost of installation of PNG pipeline
network.
3. Depreciation / Amortisation Expense of ` Nil (Previous Year `351.07 Lakh) is debited to opening surplus of profit and loss
4. Figures in italics represent previous year's figures.

86
Notes on financial statements for the year ended 31st March 2016
(` Lakh)
As at As at
Particulars
31st March 2016 31st March 2015
NOTE - 12
LONG TERM LOANS AND ADVANCES
Unsecured, Considered good
a. Capital Advances 411.68 299.14
b. Security Deposits 1,710.17 986.13
c. Prepaid Expenses 1,090.71 1,063.77
d. Advance Income Tax (net of provision) 1,079.62 606.46
e. Employee/Vendor advances 6.78 7.94
4,298.96 2,963.44

NOTE - 13
OTHER NON CURRENT ASSETS
Receivables from customers, Unsecured Considered Good 108.32 152.79
Other Bank Balances (Non Current) [Refer Note 17] 0.43 25.43
108.75 178.22

87
Notes on financial statements for the year ended 31st March, 2016 (` Lakh)
As at As at
Particulars 31st March 31st March
2016 2015
Note - 14
INVESTMENTS (Non Trade)
CURRENT INVESTMENTS - Unquoted
(At lower of Cost or Fair Value)
Name of Mutual Fund Scheme Face Value Number of Units
Birla Sun Life Floating Rate Fund - Short Term Plan - IP - Daily Dividend Reinvestment 100 1,826,490 1,826.86 -
(Nil)
Baroda Pioneer Liquid Fund - Plan A - Daily Dividend Reinvestment 1,000 387,960 3,883.94 -
(Nil)
Franklin India Treasury Management Account -Super Institutional Plan - Daily
1,000 500,696 5,010.54 2,441.82
Dividend Reinvestment
(244,008)
HDFC Liquid Fund - Dividend - Daily Reinvest 10 Nil - 4,010.71
(39,327,589)
ICICI Prudential Money Market Fund - Regular Plan - Daily Dividend 100 Nil - 5,021.30
(5,014,808)
JM High Liquidity Fund - Daily Dividend Option 10 5,135,938 535.69 -
(Nil)
Kotak Floater - Short Term - Daily Dividend (Regular Plan) 1,000 505,171 5,110.41 5,054.07
(499,602)
LIC Nomura MF Liquid Fund - Dividend Plan 1,000 Nil - 5,048.03
(459,748)
Religare Invesco Liquid Fund - Daily Dividend 1,000 Nil - 4,307.46
(430,231)
Sundaram Money Fund - Regular Daily DR (Div Option Reinvestment) 10 Nil - 1,661.16
(16,454,782)
Tata Money Market Fund - Regular Plan - Daily Dividend 1,000 244,864 2,452.35 3,602.08
(359,663)
UTI Treasury Advantage Fund - Institutional Plan - Growth 1,000 Nil - 5,000.00
(265,002)
Reliance Medium Term Fund - Growth Plan - Growth Option - IPGP 10 16,303,852 5,000.00 -
(Nil)
Religare Invesco Credit Opportunities Fund - Growth 1,000 306,728 5,000.00 -
(Nil)
Fixed Maturity Plan (FMP)
HDFC FMP 91D February 2015(1) - Regular Growth - Series 33 10 Nil - 1,000.00
(10,000,000)
HDFC FMP 92D March 2016(1) - Regular Normal Dividend - Series 35 10 50,000,000 5,000.00 -
(Nil)
ICICI Prudential FMP - Series 78 - 95 Days - Plan K - Dividend 10 50,000,000 5,000.00 -
(Nil)
38,819.79 37,146.63

Notes:
i. Total NAV value as on March 31, 2016 `39,340.10 Lakh (Previous year `37,183.42 Lakh)
ii. Figures in bracket represent previous year's units.

88
Notes on financial statements for the year ended 31st March 2016
(` Lakh)
As at As at
Particulars
31st March 2016 31st March 2015
NOTE - 15
INVENTORIES (at lower of cost and Net Realisable Value)
Stock in Trade:
Stock of Natural Gas 37.96 45.16
Stores and spares 1,764.72 1,684.54
Stores and spares (in transit) - 5.79
1,802.68 1,735.49

NOTE - 16
TRADE RECEIVABLES
a. Trade Receivables outstanding for a period exceeding
six months from the date they were due for payment
Secured, Considered Good 15.58 23.96
Unsecured, Considered Good 603.87 1,136.18
Doubtful 136.21 102.63
755.66 1,262.77
Less: Provision for doubtful trade receivables 136.21 102.63
619.45 1,160.14
b. Other Trade Receivables
Secured, Considered Good 900.14 883.60
Unsecured, Considered Good 7,405.90 7,579.36
8,306.04 8,462.96
8,925.49 9,623.10

89
Notes on financial statements for the year ended 31st March, 2016
(` Lakh)
As at As at
Particulars
31st March 2016 31st March 2015
NOTE - 17
CASH AND CASH EQUIVALENTS
A. Cash and cash equivalents (as per AS 3 Cash Flow Statements)
i) Cash on Hand 0.16 0.10
ii) Cheques on Hand - 1.05
iii) Balances with Banks
In Current Accounts 2,110.77 1,572.80
Total - Cash and cash equivalents (as per AS 3 Cash Flow Statements) (A) 2,110.93 1,573.95

B. Other Bank Balances

a. In Deposit Accounts with Original Maturity is more than 3 months but upto 7,500.00 250.00
12 months
b. In Deposit Accounts with Original Maturity is more than 12 months 7,500.00 12,600.00
c. Margin Money Deposit (Under Lien) 98.16 93.20
15,098.16 12,943.20
Less: Transferred to Other Non-Current Assets
Other Bank Balances [Refer Note 13] 0.43 25.43
Total - Other bank balances (B) 15,097.73 12,917.77
Total Cash and Cash equivalents (A+B) 17,208.66 14,491.72

NOTE - 18
SHORT-TERM LOANS AND ADVANCES
Security Deposits
Unsecured, Considered Good 976.49 1,487.91
Considered Doubtful 187.59 242.16
1,164.08 1,730.07
Less: Provision for Doubtful Deposits 187.59 242.16
976.49 1,487.91
Unsecured, Considered Good
Prepaid Expenses 649.52 584.54
Balances with Government Authorities 1,031.86 949.46
(Central Excise, Service Tax, VAT, etc.)
Other Loans and Advances 102.49 40.69
2,760.36 3,062.60

NOTE - 19
OTHER CURRENT ASSETS
a. Unbilled Revenue, Unsecured Considered Good 2,600.63 2,589.07
b. Receivables from customers
Unsecured, Considered Good 70.09 68.89
c. Interest Accrued on Fixed Deposit with Banks 186.57 336.69
2,857.29 2,994.65

90
Notes on financial statements for the year ended 31st March 2016
(` Lakh)
For the year ended For the year ended
Particulars
31st March 2016 31st March 2015
NOTE - 20
OTHER INCOME
Interest on Fixed Deposits with Banks 1,036.63 756.45
Dividend on current investments - non trade 1,501.96 2,411.50
Profit on sale of current investments - non trade (Net) 403.38 158.78
Other miscellaneous income 1,328.10 689.97
Excess Provision for doubtful trade receivables - Written back (Net) - 20.47
Foreign Exchange Fluctuation (Net) - 33.71
4,270.07 4,070.88

NOTE - 21
COST OF NATURAL GAS AND TRADED ITEMS
Purchase Cost of Natural Gas and Other Charges 1,23,066.97 1,29,839.49
Less: Captive Consumption (Including VAT) 240.52 299.51
1,22,826.45 1,29,539.98
Purchase of pipes, fittings and other materials 136.11 40.78
122,962.56 129,580.76

NOTE - 22
CHANGES IN INVENTORIES
Change in Stock of Natural Gas and Traded Items:
Opening Stock 45.16 36.70
Closing Stock 37.96 45.16
(Increase) / Decrease in stock 7.20 (8.46)

NOTE - 23
EMPLOYEE BENEFITS EXPENSE
Salaries, Wages and Allowances 6,323.21 5,622.87
Contribution to Provident Fund and Other Funds 291.59 252.50
Gratuity (Note 26.1) 149.64 214.71
Staff Welfare 45.86 438.37
Secondment Charges 441.48 385.29
7,251.78 6,913.74
Less: Transfer to Capital Work-in-Progress 1,880.59 1,802.60
5,371.19 5,111.14

NOTE - 24
FINANCE COSTS
Interest on Borrowings 84.93 20.01
Interest - Others 209.53 100.49
294.46 120.50

91
Notes on financial statements for the year ended 31st March 2016
(` Lakh)
For the year ended For the year ended
Particulars
31st March 2016 31st March 2015
NOTE - 25
OTHER EXPENSES
Power and Fuel 10,444.45 9,924.02
Stores and Spares consumed 2,370.80 1,809.56
Insurance 147.25 170.36
Rent 1,986.85 1,947.70
Rates and Taxes 189.63 250.80
Repairs to Buildings 11.73 29.80
Repairs to Plant and Machinery 3,445.62 2,653.22
Bad Trade Receivables written off 16.00 36.39
Provision for doubtful trade receivables (Net) 33.58 -
Loss on Sale / Disposal of Assets (Net) 42.25 0.51
Fixed Assets Written Off 1.49 1.27
Foreign Exchange Fluctuation (Net) 35.84 -
Corporate Social Responsibility Expenditure (Refer Note 27.4.v) 460.24 244.54
Miscellaneous Expenses 9,445.12 9,190.77
28,630.85 26,258.94
Less: Transfer to Capital Work-in-Progress 374.09 419.42
28,256.76 25,839.52

92
Notes on financial statements for the year ended 31st March, 2016
Note - 26 Disclosures under Accounting Standards
26.1 Employee Benefit Plan
Defined Contribution Plans
The Company makes Provident Fund contributions, which are defined contribution plans, for qualifying employees. Under
the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The
Company recognised `291.59 Lakh (previous year `252.50 Lakh) as an expense and included in Note 23 – Employee
Benefit Expenses ‘Contribution to Provident Fund and Other Funds’ in the Statement of Profit and Loss for the year ended
March 31, 2016. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by
employees are recognised during the period when the employees render the service. These benefits include compensated
absences which are expected to occur within twelve months after the end of the period in which the employee renders the
related service.

Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the
employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at
the balance sheet date. Long Service Awards are recognised as a liability based on actuarial valuation of the defined benefit
obligation as at the balance sheet date.

Defined Benefit Plan

The Company offers the following employee benefit schemes to its employees:
1. Gratuity (included as part of Note 23 Employee benefits expense)
2. Post-retirement medical benefit plan(included as part of Note 23 Employee benefits expense)
The following table sets out the funded/unfunded status of the defined benefit schemes and the amount recognised in the
financial statements:
Components of employer’s expenses (` Lakh)
For the year ended March 31, 2016 For the year ended March 31, 2015
Post-Retirement Post-Retirement
Particulars Gratuity Gratuity
Medical Benefit Medical Benefit
(Funded) (Funded)
Plan (Unfunded) Plan (Unfunded)
Current Service Cost 85.02 100.02 61.06 64.03
Interest Cost 64.91 44.62 51.23 27.55
Expected return on plan assets (56.29) - (41.84) -
Actuarial (gain)/loss 56.01 (315.19) 144.26 165.68
Total expense recognised in the
149.64 (170.55) 214.71 257.26
Statement of Profit and Loss

Actual contribution and benefit payments (` Lakh)

For the year ended March 31, 2016 For the year ended March 31, 2015
Particulars Gratuity Post-Retirement Gratuity Post-Retirement
(Funded) Medical Benefit (Funded) Medical Benefit
Plan (Unfunded) Plan (Unfunded)
Actual benefit payments 21.33 0.86 17.94 1.01
Actual contributions 75.53 Not Applicable 208.92 Not Applicable

93
Notes on financial statements for the year ended 31st March, 2016
Net Asset/ (Liability) recognised in the Balance Sheet (` Lakh)
As on March 31, 2016 As on March 31, 2015
Post-Retirement Post-Retirement
Particulars
Gratuity (Funded) Medical Benefit Gratuity (Funded) Medical Benefit
Plan (Unfunded) Plan (Unfunded)
Present value of defined
(993.29) (380.81) (803.33) (552.22)
benefit obligation
Fair value of plan assets 812.51 Not Applicable 696.67 Not Applicable
Net Asset/ (Liability) recognised in
(180.78) (380.81) (106.66) (552.22)
the Balance Sheet
Change in defined obligation (DBO) during the year (` Lakh)
As on March 31, 2016 As on March 31, 2015
Post-Retirement Post-Retirement
Particulars
Gratuity (Funded) Medical Benefit Gratuity (Funded) Medical Benefit
Plan (Unfunded) Plan (Unfunded)
Present value of DBO at beginning 803.33 552.22 550.27 295.97
Current Service Cost 85.02 100.02 61.06 64.03
Interest Cost 64.91 44.62 51.23 27.55
Actuarial (gain)/loss 61.37 (315.19) 158.71 165.68
Benefits paid (21.33) (0.86) (17.94) (1.01)
Present value of DBO at the end 993.29 380.81 803.33 552.22
Change in the fair value of Assets during the year (` Lakh)
Gratuity As on March 31, 2016 As on March 31, 2015
Plan assets at beginning April 1st 696.67 449.40
Expected return on plan assets 56.29 41.84
Actuarial gain/(loss) 5.36 14.45
Employer contribution 75.53 208.92
Benefits paid (21.33) (17.94)
Plan assets as at year end $ 812.51 696.67
Actual return on plan assets 61.65 56.29
$ Category-wise composition of the plan assets is not available with the Company, since the fund is managed by LIC.
Actuarial assumptions
As on March 31, 2016 As on March 31, 2015
Gratuity Post-Retirement Gratuity Post-Retirement
Particulars
(Funded) Medical Benefit (Funded) Medical Benefit
Plan (Unfunded) Plan (Unfunded)
Discount rate (per annum) 8.07% 8.07% 8.08% 8.08%
Expected rate of return on plan
8.07% Not Applicable 8.08% Not Applicable
assets (per annum)
Expected rate of escalation in salary
7.50% Not Applicable 7.50% Not Applicable
(per annum)
Attrition 2.00% 2.00% 1.00% 1.00%
Medical Cost inflation Not Applicable 3.00% Not Applicable 3.00%
Indian Assured Lives Indian Assured Indian Assured Lives Indian Assured Lives
Mortality tables Mortality (2006-08) Lives Mortality Mortality (2006-08) Mortality (2006-08)
Ultimate (2006-08) Ultimate Ultimate Ultimate
Estimate of amount of contribution in
195.83 Not Applicable 173.19 Not Applicable
the immediate next year (` Lakh)

94
Notes on financial statements for the year ended 31st March, 2016

The expected rate of return on plan assets is determined after considering several applicable factors such as the composition of
the plan assets, investment strategy, market scenario, etc. In order to protect the capital and optimise returns within acceptable risk
parameters, the plan assets are well diversified.
(` Lakh)
Effect of a 1% March 31, 2016 March 31, 2015
change in healthcare cost Increase by 1% Decrease by 1% Increase by 1% Decrease by 1%
Closing balance of obligation 478.27 306.55 693.59 444.50

Experience Adjustment (` Lakh)

As on March As on March As on March As on March As on March
Gratuity (Funded)
31, 2016 31, 2015 31, 2014 31, 2013 31, 2012
Present value of DBO 993.29 803.33 550.27 536.54 352.82
Fair value of plan assets 812.51 696.67 449.39 451.90 290.58
Funded status [Surplus / (Deficit)] (180.78) (106.66) (100.88) (84.64) (62.24)
Experience gain / (loss) adjustments
(53.54) (33.09) (47.91) 23.62 31.44
on plan liabilities
Experience gain / (loss) adjustments
5.36 14.45 (6.98) 4.98 2.32
on plan assets
(` Lakh)
Post-Retirement Medical As on March As on March As on March As on March As on March
Benefit (Unfunded) 31, 2016 31, 2015 31, 2014 31, 2013 31, 2012
Present value of DBO 380.81 552.22 295.97 Not Applicable Not Applicable
Fair value of plan assets Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
Funded status [Surplus / (Deficit)] Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
Experience (gain) / loss adjustments
(29.46) 82.48 (0.80) Not Applicable Not Applicable
on plan liabilities
Experience gain / (loss) adjustments
Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
on plan assets

Actuarial assumptions for long- For the year ended For the year ended
term compensated absences March 31, 2016 March 31, 2015 
Discount rate 8.07% 8.08%
Salary escalation 7.50% 7.50%
Attrition 2.00% 1.00%

The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for
the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other
relevant factors.

The Company provides for compensated absences to employees which can be carried forward to future years. Consequently
based on Guidance on implementation of Accounting Standard 15 “Employee Benefits” (AS-15), the Company has considered
the benefits provided as other long term employee benefits. An amount of `237.09 Lakh (previous year `265.18 Lakh), has
been charged to the Statement of Profit and Loss for the year ended March 31, 2016.

95
Notes on financial statements for the year ended 31st March, 2016

26.2 Disclosure as per Accounting Standard 17 – “Segment Reporting”

The Company operates presently in the business of city gas distribution. The Company earns revenue by selling natural gas
and does not earn revenue by transporting gas of third parties. There are no separate reportable segments, other than selling
of natural gas.

26.3 Disclosures as per Accounting Standard 18 – “Related Party Disclosures” are as follows:
A. GAIL (India) Ltd. – Joint Venturer
B. BG Asia Pacific Holdings Pte. Ltd. (BGAPHPL) – Investing Company
yy (BG Energy Holdings Limited is the Joint Venturer $).
$ with effect from November 2, 2015 BG Energy Holdings Limited has assigned the existing Joint Venture
agreement between GAIL and BG Energy Holdings Limited, to BGAPHPL
C. Key Management Personnel
yy Mr. V. C. Chittoda – Managing Director (upto September 29, 2014)
yy Mr. Rajeev Kumar Mathur – Managing Director (from September 29, 2014)
yy Ms. Susmita Sengupta – Technical Director
Details of transactions are as follows: (` Lakh)
 Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
A. GAIL (India) Ltd.
Transactions
1. Purchase of Gas (Inclusive of taxes)
1,30,247.21 1,22,761.40
{refer note No.27.2(iv) and 27.2(v)}
2. Secondment charges 46.85 43.67
3. Expense Recovery 227.88 48.72
4. Refundable Security Deposit given 6.00 -
5. Expense Reimbursement - 1.35
6. Others 2.52 1.26
As on March 31, As on March 31,
2016 2015
Closing Balance 
7. Payable to GAIL (India) Ltd. 4,499.98 5,307.18

96
Notes on financial statements for the year ended 31st March, 2016
(` Lakh)
For the year ended For the year ended
 Particulars
March 31, 2016 March 31, 2015
B. BG Energy Holdings Limited (BGEH)
Transactions
1. Secondment charges
394.63 341.62
[BG Exploration and Production India Limited (BGEPIL)]*
2. Expenses Recovery (BGAPHPL) 227.88 48.72
3. Expenses Recovery (BGEPIL) * - 9.14
4. Expenses Reimbursement (BGEPIL) * - 0.13
*On behalf of BGEH for obligation performed
As on March 31, As on March 31,
2016 2015
Closing Balance (Includes transactions on behalf of BGEH)
Payable to:
5. BGAPHPL 231.82 445.66
BGEPIL 33.85 29.23
Total 265.67 474.89
For the year ended For the year ended
March 31, 2016 March 31, 2015
C. Managerial Remuneration 456.21 402.59
[Secondment charges of ` 441.48 Lakh
 
(previous year `385.29 Lakh) included above]
Note: Related party relationship is as identified by the Company and relied upon by the auditors.

26.4 Disclosure for leases under Accounting Standard 19 – “Leases”

a. Company has taken on lease few equipments/ machines for some CNG Retail Outlets. Lease charges are dependent
on sale of CNG at these outlets and hence there are no minimum lease payments. The term of the contract is
one or two years, renewable at discretion of the Company. The contract does not impose any restrictions
concerning dividend, additional debt and further leasing. Lease payments recognized in the Statement of Profit and
Loss under “Miscellaneous Expenses” (Note 25 – Other Expenses) for the year ended March 31, 2016 is `246.81 Lakh
(previous year `241.53 Lakh).

b. Company has taken certain vehicles under operating lease agreements. Lease payments recognised in the Statement
of Profit and Loss under “Miscellaneous Expenses” (Note 25 – Other Expenses) for the year ended March 31, 2016 is
`1,320.95 Lakh (previous year `1098.34 Lakh).

c. Company has entered into agreements for taking on leave and license basis certain residential/office premises/godowns.
All the agreements contain a provision for its renewal. Lease payments recognised in the Statement of Profit and Loss
under Rent (Note 25 – Other Expenses) for the year ended March 31, 2016 is `1,018.83 Lakh (previous year ended
`1,004.30 Lakh).

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Notes on financial statements for the year ended 31st March, 2016

d. The future minimum lease payments of non-cancellable operating leases are as under:
(` Lakh)
As on As on
Particulars
March 31, 2016 March 31, 2015
Not later than one year 480.61 348.24
Later than one year but not later than five years 357.19 -
Later than five years - -
Total 837.80 348.24

26.5 Earnings per Share (EPS)

Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
a) Net profit after tax attributable to equity shareholders (` Lakh) 30,868.65 30,100.10
b) Add: Interest on Compulsorily Convertible Debentures (post tax)(` Lakh) 55.53 13.21
c) Adjusted Net profit after tax attributable to equity shareholders (a + b)(` Lakh) 30,924.18 30,113.31
d) Weighted Average Number of Equity Shares 8,93,41,600 8,93,41,600
e) Add: Effect of potential equity shares on conversion of CCD 92,65,819 92,52,738
f ) Weighted Average number of Equity Shares for computing Diluted EPS (d + e) 9,86,07,419 9,85,94,338
g) EPS on profit for the year ended (`)
Basic (a/d) 34.55 33.69
Diluted (c/f ) (Refer note 27.6) 31.36 30.54
(Face value per share ` 10)

26.6 Unhedged Foreign Currency Exposure

The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are as below:
Sr. As on March 31, 2016 As on March 31, 2015
Particulars Currency
No. INR (` Lakh) Forex INR (` Lakh) Forex
A Capital Imports USD 95.73 1,44,311.81 65.19 1,04,152.95
B Secondment Expenses GBP 508.44 5,34,703.00 494.38 5,34,703.00
C Import of Goods & Services USD 20.42 30,791.00 57.92 92,542.68

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Notes on financial statements for the year ended 31st March, 2016
Note - 27 Additional information to the financial statements
27.1 Capital and other commitments
i. Estimated amount of contracts to be executed on capital account and not provided for (net of advances)
`21,115.11 Lakh (previous year `17,690.67 Lakh).

ii. All term contracts for purchase of natural gas with suppliers, has contractual obligation of “take or pay” for shortfall in
contracted Minimum Guaranteed Quantity (MGQ) as specified in individual contracts. Estimation of these MGQ
commitments is dependent on nomination of quantity by suppliers and actual purchase by the company. As both
the factors “quantity nomination by supplier” and “quantity to be purchased by the company”, are not predictable, MGQ
commitment is not quantifiable.

27.2 Contingent Liabilities (to the extent not provided for)

Claims against the Company not acknowledged as debts in respect of which the Company does not expect outflow of
resources `28,195.44 Lakh (previous year `25,322.40 Lakh), includes:
i. Claims disputed by the Company relating to issues of applicability aggregating to `17,027.68 Lakh (previous year
`15,418.74 Lakh) as detailed below: (` Lakh)
Particulars As on March 31, 2016 As on March 31, 2015
a. Excise Duty 16,006.85 14,178.39
b. Service Tax 516.97 832.03
c. Sales Tax / Input VAT credits 448.95 333.45
d. Income Tax 54.91 74.87
Total 17,027.68 15,418.74
Future cash outflows in respect of above matters are determinable only on receipt of judgments / decisions pending at
various forums / authorities.

ii. Central/State/Local Authority property taxes, lease rents, pipeline related re-instatement charges etc
claims disputed by the Company relating to issues of applicability and determination aggregating to
`191.05 Lakh (previous year `142.59 Lakh).

iii. Third party/other claims arising from disputes relating to contracts aggregating to `157.17 Lakh (previous year
`421.40 Lakh).

iv. Demand from GAIL (India) Limited in respect of additional transportation tariff for the period from November 2008 to
March 2016 `10,735.60 Lakh (previous year - from November 2008 to March 2015 `9,277.45 Lakh). In respect to this, the
company had filed a petition with PNGRB.  PNGRB has set aside the petition vide web hosted order dated October 15,
2015. The company then filed petition on November 05, 2015 with the High Court of Delhi.  High Court of Delhi vide order
dated November 30, 2015 has advised the company to prefer an appeal before Appellate Tribunal for Electricity (APTEL) –
Appellate Authority of PNGRB.  Accordingly, the company has filed an appeal before APTEL on January 21, 2016.  Based
on the legal opinion, the Company contends that the same is not payable and the Company does not expect outflow of
resources.

v. Claims raised by GAIL (India) Limited in respect of differential price for supplies over and above allocation
`50.38 Lakh (March 31, 2015 ` Nil)

vi. Claims from consumers not acknowledged as debts `33.56 Lakh (March 31, 2015 `62.22 Lakh).

vii. Liability on account of revision of trade margin as per contracts with Oil Marketing Companies with effect from January 1,
2015 is yet to be determined in view of undergoing negotiations.

99
 Notes on financial statements for the year ended 31st March, 2016

27.3 Disclosure required under Micro, Small and Medium Enterprises Development Act, 2006 (the Act) are as follows
(` Lakh)
Sr. Particulars As at As at
No. March 31, 2016 March 31, 2015
Principal amount remaining unpaid to any supplier as at the end of the
accounting year
(i) a. Trade Payables 178.49 266.12
b. Capital Creditors 413.46 180.60
(ii) Interest due thereon remaining unpaid to any supplier as at the end of the
-  -
accounting year
(iii) The amount of interest paid by the company in terms of section 16 of the Micro,
Small and Medium Enterprises Development Act, 2006, along with the amount of the -  -
payment made to the supplier beyond the appointed day during the accounting year
(iv) The amount of interest due and payable for the period of delay in making payment
(which have been paid but beyond the appointed day during the year) but without
- -
adding the interest specified under the Micro, Small and Medium Enterprises
Development Act, 2006
(v) The amount of interest accrued & remaining unpaid at the end of the accounting year - -
(vi) The amount of further interest remaining due and payable even in the succeeding
years, until such date when the interest dues above are actually paid to the small
- -
enterprise, for the purpose of disallowance of a deductible expenditure under
section 23 of the Micro, Small and Medium Enterprises Development Act, 2006
The above information regarding Micro enterprises and Small enterprises has been determined on the basis of information available
with the company. This has been relied upon by the auditors.
27.4 Additional information pursuant to the Part II of Schedule III to the Companies Act, 2013. (` Lakh)
Sr. Particulars For the For the
No. year ended year ended
March 31, 2016 March 31, 2015
i. Payments to Auditors
To Statutory Auditors
(included in Miscellaneous Expenses - Refer Note 25)
(Net of service tax input credit, where applicable)
For Audit 33.06 25.45

For Other Services 2.04 2.03

[The above expenses excludes Professional fees in respect of Initial Public Offer (IPO)
` 66 Lakh (Previous period ` 42 Lakh) excluding taxes, to be borne by promoters]

Reimbursement of expenses - 0.21

[The above expenses excludes reimbursement of expenses in respect of Initial
Public Offer (IPO) ` 0.50 Lakh (Previous period `0.16 Lakh) excluding taxes, to be
borne by promoters]
ii. Value of Imports on CIF
Capital Goods 770.45 453.36
iii. Expenditure in Foreign Currency
Miscellaneous Expenses 26.25 -
Travelling Expenses 10.14 -

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Notes on financial statements for the year ended 31st March, 2016
iv. Remittance in foreign currency on account of dividend to a non-resident shareholder, BG Asia Pacific Holding Pte. Ltd.,
Singapore during the year ended March 31, 2016 is ` 7,778.74 Lakh for the year ended March 31, 2015 on 4,44,49,960
equity shares (Previous year ` 7,778.74 Lakh for the year ended March 31, 2014 on 4,44,49,960 equity shares).

v. CSR Expenditure:
a. Gross amount required to be spent by company for the year is ` 888.98 Lakh (previous year `892.19 Lakh)
b. Amount spent during the period:
i. Construction/acquisition of asset ` Nil (previous year ` Nil)
ii. On purposes other than (i) above `460.24 Lakh (previous year `244.54 Lakh) (Refer Note 25)
vi. Value of Stores and Spares Consumed
For the year ended For the year ended
Particulars March 31, 2016 March 31, 2015
` Lakh % ` Lakh %
Imported 85.94 3.62% 71.72 3.96%
Indigenous 2,284.86 96.38% 1,737.85 96.04%
Total 2,370.80 100.00% 1,809.56 100.00%
vii. Information relating to Gas Distribution Activities (` Lakh)
For the year ended For the year ended
Particulars
March 31, 2016 March 31, 2015
Opening Stock of Natural Gas 45.16 36.70
Purchase of Natural Gas 1,23,066.97 1,29,839.49
Sale of Natural/Compressed Gas
2,27,216.20 2,27,456.37
(Net of VAT)
Captive Consumption (including VAT) 240.52 299.51
Closing Stock of Natural Gas 37.96 45.16
viii. Information relating to Trading Items (` Lakh)
For the year ended For the year ended
Particulars
March 31, 2016 March 31, 2015
Opening Stock - -
Purchase 136.11 40.78
Sale (Net of VAT) 148.85 46.83
Closing Stock - -

27.5 The Foreign Investment Promotion Board (FIPB) through its approval had allowed the Company to continue with the
arrangements of foreign equity participation up to 50% in the paid up capital of the Company until December 2006. This
approval was subject to the condition that the Company would be required to bring an Initial Public Offer (IPO) to divest the
shareholding of the promoters to 35% each as per the Joint Venture Agreement. Further, FIPB vide its letter dated 2ndJanuary,
2015 conveyed the approval of Government of India to the proposal of the Company regarding amendment of approval
to record revised shareholding structure of the Company subject to compliance of certain conditions. FIPB has also
conveyed that compounding would be needed by Reserve Bank of India (RBI) for non-compliance of divestment conditions
during the period January, 2007 to 12.03.2008. RBI, vide order dated February 10, 2016, has approved the compounding
application filed by the company for non-compliance of disinvestment condition. Compounding charges levied by RBI is
`7.87 Lakh and the same is paid by the company on February 18, 2016. The proposed IPO and the shareholding post
the IPO will have to be in compliance with the aforesaid letter.

101
 Notes on financial statements for the year ended 31st March, 2016

27.6 During the previous year existing shareholderswere offered 94,92,545 Unsecured Compulsorily Convertible
Debentures (CCDs) (Face Value `10/- each), on a rights basis in the proportion of 17 (seventeen) Unsecured CCDs for
every 160 (one hundred and sixty) equity shares of face value of `10 each held on following terms and conditions:
a. Each Unsecured CCD issued under the Rights Issue shall be compulsorily and automatically convertible into one fully paid
up Equity Share (i) on the expiry of 2 years from the date of allotment of the Unsecured CCDs; or (ii) during seven days
prior to the date of the filing of the Red Herring Prospectus with [Registrar of Companies, Mumbai at Maharashtra (“RoC”)]
whichever is earlier, in the event the Company proposes an initial public offering either by way of a fresh issue of Equity
Shares by the Company or an offer for sale by the existing shareholders or both, without any application or any further act
on the part of the holder of the Unsecured CCDs. There shall be no redemption of the Unsecured CCDs. The conversion
price would be adjusted for any bonus or rights issue made by the Company prior to the conversion date.

b. Interest at the rate of 9.0% per annum on the face value of the Unsecured CCDs will be payable annually on the
Unsecured CCDs from the date of allotment of the Unsecured CCDs up to the date prior to the date of conversion of
Unsecured CCDs into equity shares of the Company.

Application for Subscription for 94,36,178 Unsecured CCDs (Comprising of 46,920 Unsecured CCDs as their rights
entitlement and 93,89,258 Unsecured CCDs were applied as additional Unsecured CCDs over and above their rights
entitlement) was received from Government of Maharashtra (GOM), and accordingly 94,36,178 Unsecured CCDs were
allotted to GOM and the balance 56,367 Unsecured CCDs have been cancelled.

27.7 The Company had filed Draft Red Herring Prospectus (DRHP) with The Securities Exchange Board of India
(SEBI) under SEBI (Issue of Capital and Disclosure Requirements) Regulation 2009 on November 13, 2015.
SEBI approved the DRHP vide letter dated January 15, 2016 and the Company is in the process of filing Red Herring
Prospectus (RHP).

27.8 Proposed Dividend for the year 2015-16 is `15,634.78 Lakh (Previous Year `15,634.78 Lakh). Dividend per Equity share is
`17.50, including special dividend of `7.50 (Previous Year `17.50, including special dividend of `7.50).

27.9 Previous year’s figures

Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's
classification / disclosure.

For and on behalf of the Board of Directors

sd/- sd/-
Rajeev Mathur Akhil Mehrotra
Managing Director Director
DIN : 03308185 DIN : 07197901

sd/- sd/-
S M Ranade Alok Mishra
Place : Delhi Chief Financial Officer Company Secretary
Date : May 30, 2016 ACA No. - 39230 ACS No. A - 15967

102
 INVESTING IN INFRASTRUCTURE
FOR A BETTER TOMORROW!
At MGL, we invest keeping in mind our consumer’s requirement; evolve with
time adapting to the dynamic scenario. We transform so that we act as a
catalyst for the society to gear up for future challenges. We are sourcing gas
from various existing suppliers through our four City Gate Stations to cater to
the growing Natural Gas demand of existing and expansion areas.
 GALLERY

Knowledge Sharing Conference on Crisis Communication for City Gas Distribution Companies

IPO - Press Conference Celebration of Picnic cum Foundation Day

Successful Public Listing of MGL New visual identity – CNG Station

104
 CNG Cascade Carrier

Emergency Van

Mobile Training Van

Medical Van
ANNUAL
REPORT
2015-16