Mahanagar Gas Ltd
Directors Reports
To,
The Members
Your Company's Directors have pleasure in presenting the Twenty-Eighth Annual Report
along with the Audited Financial Statements of the Company for the FY ended March 31, 2023
and the Auditors' Report.
FINANCIAL RESULTS
During FY 2022-23, the turnover was Rs6921 Crores vis a-vis Rs885 Crores in FY 2021-22.
The Profit after Tax (PAT) was Rs790 Crores for FY 2022-23 as compared to Rs97 Crores in
FY 2021-22. The Company's financial results for the FY ended March 31, 2023 are
depicted below:
(Rs in Crore)
Sr. Particulars No. |
As on March 31, 2023 |
As on March 31, 2022 |
| a. Revenue from operations |
6921 |
3885 |
| b. Other Income |
112 |
86 |
| c. Profit before Depreciation and Finance cost |
1296 |
1010 |
| d. Depreciation and Amortization Expenses |
231 |
196 |
| e. Finance cost |
9 |
8 |
| f. Profit before Tax (PBT) [c-d-e] |
1056 |
806 |
| g. Income Tax |
266 |
209 |
| h. Profit after Tax (PAT) [f-g] |
790 |
597 |
| i. Other Comprehensive Income |
(1) |
0 |
| j. Total Comprehensive Income [h+i] |
789 |
597 |
| k. Balance of Profit for earlier years |
3499 |
3134 |
| l. Balance Available for appropriation (j+k) |
4287 |
3731 |
| Appropriations: |
|
|
| m. Dividend Paid |
|
|
| Final – FY 2020-21 |
- |
138 |
| Interim – FY 2021-22 |
- |
94 |
| Final – FY 2021-22 |
153 |
- |
| Interim – FY 2022-23 |
99 |
- |
| n. Tax on Dividend |
- |
- |
| o. Total Appropriations (m+n) |
252 |
232 |
| p. Balance of profit carried in Balance Sheet [l-o] |
4035 |
3499 |
| Earning Per Share (Face value of Rs0.00 each) – Basic and Diluted
(rs) |
79.98 |
60.43 |
TRANSFER TO RESERVES
The closing balance of the Retained Earnings of the Company after appropriation for the
FY 2022-23 was Rs 4305 Crore.
DIVIDEND
Your Company is consistently distributing dividends to the Shareholders. The Board of
Directors at their meeting held on February 02, 2023, declared Interim Dividend for the FY
2022-23 of Rs 10/- per equity share and was paid to members whose names appeared in the
Register of Members/ List of Beneficial Owners as on the record date i.e. February 14,
2023.
Further, your Directors recommended the Final Dividend of Rs 16/- per share in its
Board Meeting held on May 08, 2023, subject to approval of shareholders at the 28th
Annual General Meeting.
The Company's Dividend Distribution Policy is available on the Company's website at
https://www.mahanagargas.com/MGL-corporate/investors/dividend/dividend-policy
STATE OF COMPANY'S AFFAIRS
FY 2022-23 was one of the significant years in terms of growth and operations. Your
Company has accomplished its business activities in the best interest of its stakeholders.
To pursue inorganic growth opportunities, your Company has entered into Share Purchase
Agreement to acquire 100% of the shareholding of Unison Enviro Private Limited (UEPL)
subject to approval of Petroleum and Natural Gas Regulatory Board (PNGRB). UEPL has been
authorized by PNGRB to implement the City Gas Distribution (CGD) network in the
Geographical Areas (GAs) of Ratnagiri, Latur & Osmanabad (Maharashtra) and Chitradurga
& Davengere (Karnataka).
DEPOSITS
During FY 2022-23, your Company has not accepted any deposit.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sections 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors
hereby confirm that for FY 2022-23:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair
view of the state of affairs of your Company as at the end of the FY and of the profits of
your Company for that period;
c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of your Company and for preventing and detecting fraud and other
irregularities;
d) They have prepared the annual accounts on a ‘going concern' basis;
e) They have laid down internal financial controls to be followed by the Company which
are adequate and are operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and are operating effectively.
RISK MANAGEMENT
Our Board recognizes the importance of proactively identifying and managing risks to
ensure the continued success and sustainability of the Company.
As part of this policy, we have conducted a thorough risk assessment to identify
potential risks and their potential impact on our business. The risks identified fall into
several categories, including but not limited to Strategic risks, Operational risks,
Financial risks and Compliance risks.
To ensure effective risk management, we have implemented a robust risk management
framework that includes regular risk assessments, risk monitoring and reporting. Our risk
management policy is regularly reviewed and updated to reflect changes in our business
environment and to incorporate emerging risks.
We believe that our risk management policy will help us to identify and mitigate
potential risks, and to protect the interests of our shareholders, employees, customers
and other stakeholders.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company has put in place robust internal control framework commensurate with its
size & complexity of operations. Adequacy and effectiveness of the internal controls
are routinely tested by Internal Auditors based on their risk-based audit plan duly
approved by the Audit Committee and also by In-house team on half yearly basis during
Internal Financial Controls (IFC) testing. Significant control deficiencies and remedial
actions thereon are reported to the Audit Committee to ensure the adequacy and
effectiveness of the Company's internal financial controls.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
MGL is committed to adoption of best practices of Corporate Governance and its
adherence in true spirit and at all times. Towards this end, the company has a
well-established Whistleblower and Vigil Mechanism with a view to provide a mechanism for
directors, employees as well as other stakeholders of the Company to raise genuine
concerns about any actual or suspected ethical / legal violations or misconduct or fraud,
with adequate safeguards against victimization, fear of punishment or unfair treatment.
The Whistle Blower Policy & Vigilance Mechanism lays down appropriate systems and
procedures to curb opportunities for any sort of corrupt and unethical practices. This
goes a long way to build a sustainable business organization. The Whistle Blower Policy
has been appropriately communicated within the Company across all levels and is available
on the website of the Company at https://www.mahanagargas.com/MGL-corporate/
investors/policies
No personnel were denied access to the Audit Committee and company has provided
protection to the Whistle Blower from any adverse action.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted the Corporate Social Responsibility (CSR) Committee of the
Board in accordance with the Companies Act, 2013. The Company has also formulated a
Corporate Social Responsibility Policy which is also available on the website of the
Company at https://www.mahanagargas.com/MGL-corporate/ investors/policies The Annual
Report on CSR activities as required under Companies (Corporate Social Responsibility
Policy) Rules, 2014 is enclosed herewith as Annexure 1 to this report.
DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Women's safety at workplace is of paramount importance in your Company. Your Company
has in place a Policy on Prevention of
Sexual Harassment of Women at Workplace which is in line with requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
("POSH Act"). The objective of this Policy is to provide an effective complaint
redressal mechanism in case of occurrence of sexual harassment.
Your Company has also complied with the provisions of setting up of an Internal
Complaints Committee which is duly constituted in compliance with the provisions of the
POSH Act. Further, the Company also conducts adequate awareness programmes and interactive
sessions against sexual harassment for all the employees, to build awareness amongst
employees about the Policy and the provisions of POSH Act. There are no complaints/
concerns received or observed pertaining to sexual harassment in your Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators/ Courts/ Tribunals
impacting the going concern status and the Company's operations in future.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Appointment and Cessation of Directors:
The details of appointment and cessation of Directors of the Company, during the year
under review, are given in the table as hereunder:
Name of the Director |
Date of Appointment/ Cessation |
Details of Appointment or Cessation |
| Mr. Baldev Singh (DIN: 03577274) |
August 26, 2022 |
Ceased to be the Non-Executive, Non-Independent Director – Nominee
of Government of Maharashtra (GoM), upon withdrawal of nomination. |
| Mr. Manoj Jain (DIN: 07556033) |
August 31, 2022 |
Ceased to be Chairman of the Company on account of superannuation. The
Company has immensely benefitted from the guidance and leadership of Mr. Manoj Jain as the
Chairman of the Company. |
| Mr. Mahesh V. Iyer (DIN: 08198178) |
September 01, 2022 |
Appointed as Non-Executive Non-Independent Director, designated as
Chairman of the Company. |
| Dr. Harshadeep Kamble (DIN: 07183938) |
November 11, 2022 |
Appointed as the Non-Executive, Non-Independent Director – Nominee
of Government of Maharashtra (GoM), until further orders from GoM. |
| Mr. Sanjib Datta (DIN : 07008785) |
December 23, 2022 |
Ceased to be the Managing Director of the Company with effect from close
of business hours of 23rd December 2022 due to repatriation to GAIL. The
Company has immensely benefited from significant contributions and guidance of Mr. Sanjib
Datta as the Managing Director of the Company. |
| Mr. Ashu Shinghal (DIN: 08268176) |
December 23, 2022 |
Appointed as Executive Director, designated as Managing Director of the
Company with effect from close of business hours of 23rd December 2022. |
The Board places on record its appreciation for the valuable services rendered by the
outgoing Directors during their tenure as Directors of the Company.
All Independent Directors of the Company have submitted the Declaration of Independence
to the Company and pursuant to the provisions of Section 149 of the Companies Act, 2013
and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations").
The appointment of the Directors mentioned above were recommended by the Nomination and
Remuneration Committee of the Board and were approved by the shareholders through Postal
Ballot.
B. Key Managerial Personnel other than directors:
The details of appointment and cessation of Key Managerial Personnel (KMP) of the
Company, during the year under review, are given in the table as hereunder:
Sr. No. |
Name of the KMP |
Designation |
Nature of change |
Date |
Reason |
| 1. |
Mr. Sanjib Datta |
Managing Director |
Cessation |
Close of business hours |
Repatriation to GAIL. |
| 2. |
Mr. Ashu Shinghal |
Managing Director |
Appointment |
of December 23, 2022 |
Appointed as MD based on nomination from GAIL. |
As per Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company as on March 31, 2023 are Mr. Ashu Shinghal, Managing Director, Mr. Sanjay Shende,
Deputy Managing Director, Mr. Rajesh D. Patel, Chief Financial Officer and Mr. Atul
Prabhu, Company Secretary and Compliance Officer.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS
The Board adopted a formal mechanism for evaluating its performance as well as that of
its Committees and Individual Directors, including the Chairman of the Board. The exercise
was carried out through a structured evaluation process covering various aspects of the
Boards' functioning such as composition of the Board and Committees, experience and
competencies etc.
NOMINATION AND REMUNERATION POLICY
In terms of Section 178 of the Companies Act, 2013 and the Listing Regulations, a
policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMP), Senior
Management and other employees of the Company act as a guideline for determining,
inter-alia, qualifications, positive attributes and independence of a Director, matters
relating to the remuneration, appointment, removal and evaluation of performance of the
Directors, Key Managerial Personnel, Senior Management and other employees. The policy is
available on the website of the Company at
https://www.mahanagargas.com/MGL-corporate/investors/policies
STATUTORY AUDITORS
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Reg. No.
117366W/W-100018) was appointed as Statutory Auditors of the Company to hold office for a
period of 5 years from the conclusion of the 27th Annual General Meeting held
on August 24, 2022 till the conclusion of the 32nd Annual General
Meeting of the Company.
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Reg. No.
117366W/W-100018) has carried out the Statutory Audit of your Company for FY 2022-23.
Further, the Auditors' Report "with an unmodified opinion", given by the
Statutory Auditors on the Financial Statements of the Company for FY 2022-23, is disclosed
in the Financial Statements forming part of this Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors
in their Report for the year under review. The Notes to the financial statements referred
to in the Auditors' Report for FY 2022-2023 of M/s. Deloitte Haskins & Sells LLP are
self-explanatory and do not call for any further comments.
REPORTING OF FRAUDS BY AUDITORS
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
or the Board of Directors under Section 143(12) of the Act during the FY under review.
SECRETARIAL AUDITOR
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company has appointed M/s. Mayekar & Associates, Company Secretaries to conduct
the Secretarial Audit of the Company for FY 2022-2023. The Secretarial Audit Report for FY
2022-23, issued by M/s. Mayekar & Associates in Form MR-3 is enclosed herewith as
Annexure 2 to this report. The Secretarial Audit Report is self-explanatory in nature and
does not contain any qualifications, reservation, adverse remark or disclaimer. The
Company has complied with the provisions of the applicable laws.
COST AUDITORS
Your Company is required to carry out Cost Audit pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. M/s. ABK
& Associates, Cost Accountants, conducted this audit for the Company's FY ended March
31, 2023 and submitted their Report to the Central Government in Form CRA 4. The Board of
Directors has on the recommendation of the Audit Committee appointed M/s. ABK
& Associates, Cost Auditors to audit the Cost Accounts of the Company for FY
2023-2024 on remuneration of H 2,50,000/- (Rupees Two Lakh Fifty Thousand Only) plus out
of pocket expenses to be reimbursed up to 5% of basic fee and applicable taxes.
Your Company is maintaining cost records as per Section 148 of the Companies Act, 2013.
PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS
Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing
Regulations, disclosure on particulars relating to loans, advances, guarantees and
investments are provided as part of the financial statements, if any.
RELATED PARTY TRANSACTIONS
Your Company has in place a Board approved Related Party Transactions Policy and is
uploaded on the Company's website at the web link
https://www.mahanagargas.com/MGL-corporate/ investors/policies. During the year under
review, all Related Party Transactions were entered at arm's length and in ordinary course
of business of the Company. The Audit Committee accords prior approval for all the Related
Party Transactions. Prior approval of shareholders is obtained for all Material Related
Party Transactions to be entered into by the Company. The details of Related Party
Transactions entered into by the Company during the year under review are mentioned in the
notes to the Financial Statements. Further, all Material Related Party Transactions
arising from contracts/ arrangements with the related parties referred to in the Section
188(1) of the Companies Act, 2013 and as required under Section 134(3)(h) of the Companies
Act, 2013 in Form AOC-2 have been attached as Annexure 3 to this Report.
DISCLOSURE REGARDING REMUNERATION TO DIRECTORS AND EMPLOYEES
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(‘Rules'), is appended as Annexure 4 to the Report. The information as per Rule 5 of
the Rules, forms part of this Report. However, as per second proviso to Section 136(1) of
the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements are
being sent to the shareholders of the Company excluding the statement of particulars of
employees under Rule 5(2) of the Rules. A shareholder interested in obtaining a copy of
the said statement may write to the Company Secretary at the Registered Office of the
Company.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company consciously makes all efforts to conserve energy across all its
operations. A report containing details with respect to conservation of energy, technology
absorption and foreign exchange earnings and outgo, required to be disclosed in terms of
Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is enclosed
as Annexure 5 to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on Management Discussion and Analysis as stipulated by the Listing
Regulations forms part of this Annual Report
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report for the year ended March 31,
2023, as stipulated under Regulation 34 of the Listing Regulations, is annexed which forms
part of this Annual Report.
CORPORATE GOVERNANCE
As per the requirements of the Listing Regulations, a detailed Report on Corporate
Governance and certificate regarding compliance of conditions of Corporate Governance are
part of this Annual Report.
M/s. Akansha Rathi & Associates, Practicing Company Secretary vide certificate
dated May 10, 2023 has confirmed that the Company is compliant with the conditions
stipulated in the Chapter IV of the Listing Regulations.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE
The Board confirms that Independent Directors appointed during the year possess
integrity, expertise and experience.
ANNUAL RETURN
Pursuant to the provisions of Sections 92(3) and 134(3) of the Companies Act 2013 read
with rules made thereunder, the copy of annual return is available on the website of the
Company i.e. https://www.mahanagargas.com
OTHER DISCLOSURES
In terms of the applicable provisions of the Companies Act, 2013 and Listing
Regulations, your Company additionally discloses that during the year under review :
• There was no change in the nature of business of your Company during FY 2022-23;
• Your Company has not issued any shares with differential voting rights or Sweat
Equity Shares;
• There is no plan to revise the Financial Statements or Directors' Report in
respect of any previous FY;
• No material changes and commitments have occurred affecting the financial
position of the Company between the end of the FY of the Company to which the Financial
Statements relate and the date of the Report;
• Your Company does not engage in commodity hedging activities.
ACKNOWLEDGEMENT
We take this opportunity to place on record our appreciation to the Ministry of
Petroleum & Natural Gas, Government of India, Petroleum & Natural Gas Regulatory
Board, Maharashtra State Road Development Corporation Limited, Mumbai Metropolitan
Regional Development Authority (MMRDA), Maharashtra Industrial Development Corporation
(MIDC), City and Industrial Development Corporation, Public Works Department, Municipal
Corporations of Greater Mumbai, Navi Mumbai, Thane, Mira-Bhayander, Kalyan-Dombivali,
Raigad, Panvel, Police and Fire Brigade authorities, all our customers, members,
investors, vendors, suppliers, business associates, bankers and financial institutions,
media and stock exchanges for their continuous cooperation and support.
We are grateful for guidance and support received from Statutory Auditor, Cost Auditor
and Secretarial Auditor.
We acknowledge the patronage and guidance of GAIL (India) Limited and Government of
Maharashtra for their support and above all, we place on record our sincere appreciation
for the hard-work, solidarity and contribution of each and every employee of the Company
in driving the growth of the Company.
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