Mahanagar Gas Annual Report 2016-17

MAHANAGAR GAS LIMITED
ANNUAL REPORT 2016 –17

POISED FOR GROWTH.
INVESTING IN TOMORROW.
As we enter an era of new-age energy, natural gas is gaining

strength as the preferred fuel when compared to the efficiency and
eco-sustainability of conventional fuels. With its cost competitive
advantage, the natural gas industry is at a pivotal point of expansion for
the ‘Age of Clean Energy’. Despite short term economic and industrial
cycles, there is a momentous long-term opportunity for natural gas
to play a much larger role in our energy-hungry economic landscape.
The need for alternative fuel options is especially evident in Mumbai and its adjacent regions,
which is where we enjoy market exclusivity. This dense urban-industrial cluster is witnessing the
fastest expanding population growth in the country, spurring an urgent growth in demand for
convenient and affordable clean energy. Natural gas, as an environmentally friendly fuel, is not
only expected to cater to the demand for cooking and transportation fuel, but with raw-material
gas costs remaining low for the foreseeable future, it is expected to play a key role in this region’s
economic growth in the coming decades.
With robust infrastructure and a well-primed operational efficiency, in addition to being the sole
city gas distribution entity for its authorised regions, Mahanagar Gas Limited (MGL) is ideally
positioned to lead this transformation. Today, MGL is strategically positioned to capture the
benefits of this large and growing market by leveraging on its competitive strengths. With longer
term growth opportunities in under-penetrated Raigad also under our belt, and with a focus on
new areas coming under distribution bids, MGL is set to deliver sustainable growth and create
value for the long term.
COMPANY OVERVIEW
City Gate Station, Sion-Wadala
CONTENTS
At a Glance 2 Board of Directors 22

Our Financial Highlights 4 Corporate Information 24
Our Performance Highlights 5 Management Discussion & Analysis 26
Our Journey of Growth and Excellence 6 Directors’ Report 44
Message from the Chairman 8 Business Responsibility Report 80
Q&A with the Managing Director 10 Report on Corporate Governance 92
Expanding Boundaries to Reach you 12 Independent Auditors’ Report 118
Putting Technology to Work for you 14 Balance Sheet 124
Enriching Wealth of our Stakeholders 16 Statement of Profit and Loss 125
Ensuring Safety and Reliability 18 Statement of Cash Flows 126
Our Gas Distribution Network 20 Notes to the Financial Statements 129
ANNUAL REPORT-2017 | 1
At a Glance
Mahanagar Gas Limited (MGL) is one of the The Company is promoted by GAIL (India) Limited (GAIL) and
BG Asia Pacific Holdings Pte. Ltd (BGAPH) {ultimately owned by
largest city gas distribution (CGD) companies Shell group}, each of who holds 32.5% of our Equity Shares. GAIL
in India. With over 22 years of experience in is a Maharatna public sector undertaking and the largest natural
gas transmission company in India. BGAPH is headquartered in
supplying natural gas in Mumbai, MGL is the Singapore and is a part of the Shell Group. It is also a leader in
sole authorised distributor of compressed the international exploration and production of oil, natural gas
and LNG.
natural gas (CNG) and piped natural gas
(PNG) in Mumbai, Thane urban and adjoining MGL distributes natural gas through an extensive CGD network of
pipelines. It has the exclusive authorisation to lay, build, expand
municipalities and the Raigad district in the and operate in accordance with the Petroleum and Natural Gas
state of Maharashtra, India. The Company Regulatory Board Regulations 2008 in Mumbai until 2020, in
Thane Urban and adjoining Municipalities until 2030 and the
distributes CNG for use in motor vehicles Raigad district until 2040.
and PNG for domestic household as well as
for commercial and industrial use.
4,838 km
Pipeline Network
0.54 mn
CNG Customer Base
0.95 mn
Domestic households
with PNG connection
2 | MAHANAGAR GAS LIMITED

COMPANY OVERVIEW
3,218
Commercial consumers
203
CNG Filling Stations, of which
supplied with PNG 14 are company-owned
62
Industrial Consumers
2.5695 MMSCMD
Volume of Natural Gas
supplied with PNG Supplied in FY 2017
Our Financial Highlights
EBIDTA (` Crore) Net Wotrh (` Crore)
7
40
69
28
1,8
04
1,7
6
0 80
1,6
5 3
55
66
53
1,4
51
52
1,3
FY2013 FY2014 FY2015 FY2016 FY2017 FY2013 FY2014 FY2015 FY2016 FY2017
Figures upto FY2015 are as per erstwhile GAAP (IGAAP) Figures upto FY2014 are as per erstwhile GAAP (IGAAP),
however proposed dividend is not recognised, in line with
Ind AS.
Shareholding Pattern as on 31st March, 2017
Promoter and Promoter Group

Government
Others
Mutual Funds
FIIs / FPIs
10%
5%
10%
10% 65%

COMPANY OVERVIEW
Our Performance Highlights
zz Added 6.45 km of steel and 185.2 km of PE Pipeline network, leading to 4,838 km of gas pipeline spread across Mumbai
and its adjoining areas, and Raigad.
zz Daily reduction of over 1,400 tonnes of pollutants in Mumbai with the use of CNG.
zz Added 1.62 lakh customers to supply PNG and CNG.
zz During the year, 0.075 mn vehicles were added for CNG supply and 0.0865mn domestic households were connected for
PNG. In addition, 402 commercial and 4 industrial consumers were added.
zz Added 15 CNG Filling Stations for small and medium vehicles. CNG filling facility at 17 depots is operational for over
3,341 public transport buses run by BEST, MSRTC, TMT and NMMT to provide pollution-free travel to the citizens.
CNG Customers (Million) PNG Customers (Million)
5
4
0.9
6
0.5
0.8
7 0
0.8
0.4
2 0
0.4
0.7
0.6
6
0.3
9
0.2
CNG Volume (MMSCMD) PNG Volume (MMSCMD)

0
7
1.9
7 0 0.6
1.8
1.7
6
1.6
2
1.5
3
0.6
2
0.6
9
0.5
6
0.5
Our Journey of
Growth and Excellence
12-13
11-12
3rd CGS at
Taloja &
4th CGS at
Ambernath
10-11
150th CNG
dispensing
station
08-09
2nd CGS at
Mahape
97-98 Pipeline
PE - 2,500 km
& Steel -
250 km
Natural gas
supply &
transportation
contract with
GAIL
Net Worth
` 0.76 billion

16-17
COMPANY OVERVIEW
15-16 200th CNG
dispensing station
Listing on
14-15 NSE and BSE
13-14 New GA
Raigad
Net Worth
110% ` 18.4 billion
allocation of
domestic
gas
Pipeline
PE – 3,800 km
& Steel -
380 km
MGL is the sole

authorised
distributor of CNG and
PNG in Mumbai, Thane
urban and adjoining
municipalities and the 18.2%
19 Year CAGR of Networth
Raigad district.
Message
from the Chairman
I am pleased to present your Company’s yearly performance
review for the year 2016-17. We successfully completed the
IPO of the company in July 2016. I record my sincere thanks
and appreciation to all investors who participated in our IPO
and have stood by us with their investments in MGL.
We had a strong year in FY 2017, marked by a dividend

increase, growth in earnings and higher customer
acquisitions. Our profit has grown by 26.5% and we reported
volume growth of 5.7% during the year. Our results were
driven by several factors, including operational efficiencies,
growth in number of customers and subdued oil prices. In
addition, our cost competitive and reliable gas sourcing
arrangement and robust project delivery have helped
establish extensive network, increasing our ability to reach
more customers in our existing areas.
Building on the strong foundation, we are confident to

pursue the opportunities that await us. We believe that
ability to recognise the right opportunity and deploy our
talent and resources quickly - will allow us enhance our
growth and reach.
We have successfully commenced work on building

infrastructure in the Raigad district. Furthermore, to increase
the penetration in transport and domestic sector, we have
till date set up 203 CNG stations and have reached 0.95 mn
Mr. Akhil Mehrotra, Chairman homes.
Growth Opportunities
The penetration of CNG and domestic PNG is still low
but increasing in Mumbai, Thane Urban and adjoining
municipalities. This provides us with immense opportunity
to grow in our existing areas.
We had a strong Furthermore, the government now allocates domestic
year in FY 2017, natural gas upto 110% demand of CNG and domestic PNG.
This gives us the assured availability and cost advantage
marked by a dividend against other competing fuels such as petrol, diesel and high
speed diesel, paving the way for volume growth in future.
increase, growth in
In addition, the Central and State Government have been
earnings and customer promoting the use of natural gas by maintaining lower
tax rates compared to alternate fuels. With the Central
acquisitions. Government gradually phasing out LPG subsidy, substitution
to PNG is only set to increase. The government has also
mandated the conversion of all app based aggregators’ taxis
to clean fuel, which will boost demand manifold. The app

COMPANY OVERVIEW
based taxis and aggregators have been given a 12 month On behalf of the Board of Directors and the entire
time schedule to convert from alternate fuels to clean fuels management team, we would like to thank you for your trust
like CNG. as we continue our journey to be amongst top-performing
CGD Company. We remain committed and focused on
Way Forward creating long-term shareholder value, while demonstrating
leadership in safety and environmental stewardship in all
We expect our growth outlook to be robust. Strong aspects of our business.
untapped demand potential in Mumbai, competitiveness
of natural gas versus alternate fuels and the infrastructure
rollout in Raigad area will continue to augment growth.
With priority allocation of Natural Gas through administered Yours’ Sincerely,

price mechanism (APM) to CGD industry by MoPNG, we
expect our margins to remain healthy going forward. We
will continue to deliver a strong financial profile with robust
free cash flows and sound returns.
Akhil Mehrotra
At Mahanagar Gas, we remain committed to the needs of Chairman
environment friendly cooking and transport fuel. Our future
priorities remain embedded in expanding our network to
reach all our customer segments. We are making investments
26.5%
in growing our network to ensure access to clean and low-
cost fuel.
Employees play a big part in success of any Company. I

would like to thank all employees of MGL for their continued
Profit Growth, FY 2017
support and commitment to grow this Company.
It was an honor to take charge as the Chairman of Mahanagar

Gas Limited from my illustrious predecessors whose
contribution in the success of the Company is inspirational.
5.7%
Volume Growth, FY 2017
Q&A with the
Managing Director
Mr. Rajeev Mathur,
Reviews the performance of the Company during FY 2017.
How would you review the

performance of your Company
during FY2016-17?
We delivered good performance and healthy growth during
the previous fiscal. The Company recorded a 26.5% growth
in operating EBITDA. Our operational efficiencies helped in
improving the operating EBIDTA margin by 648 bps to 28.8%.
The EBIDTA/SCM also improved to `6.9 in FY 2017 from `5.7 in
the previous year. The net profit after tax grew by 26.5% from
`310.9 crore in FY 2016 to `393.4 crore in FY 2017. As of 31st
March 2017, we have connected around 9.50 lakh households
with PNG and we are operating 203 CNG stations supplying
CNG to more than 5.45 lakh vehicles.
Furthermore, the daily average sales volume grew by 5.7%

compared to the previous year. Daily volumes in case of CNG
grew by 5.3%, household business volumes grew by 9.7%,
commercial and industrial volumes also grew by 4.5%. On
an overall basis, PNG volumes grew by 6.8% during the year.
We now have a steel and PE pipeline network of over 4,838
kilometers.
I am pleased to inform you that the Board recommended an

Mr. Rajeev Mathur, MD interim dividend of 80% for the first time in its history and a
110% final dividend-total of 190% dividend, leading to a payout
ratio of 56%.
What reasons would you ascribe

for this growth?
There are a number of reasons that supported this growth.
The long-term Firstly, our focus on operational efficiency helped alleviate

realisations. We were able to maintain our costs, while the
vision for our Company revenues went up.
is to be a socially Secondly, we were able to enlarge our customer base and reach
0.95 mn PNG customers. This addition of 86,593 customers
responsible, world-class during the year was much higher than the customer addition of
60,978 in the previous year. We have successfully created a base
and consumer friendly of 0.54mn CNG customers, 0.95mn PNG customers and 3,280
commercial and industrial customers.
gas Company.
And lastly, there was a substantial reduction in the cost of
procurement. Thanks to the subdued prices of oil and gas in
the international market, which has been helping us improve

COMPANY OVERVIEW
our margins. Going forward, we do not foresee any substantial
surge in the oil and gas prices.
What are your reasons
for optimism, going forward?
What were the other key Over the last couple of years, the Government has amended
and introduced a number of policies, which makes our business
developments for the year? more conducive.
During the year, our focus was on Raigad district where we won
the bid and marked our foray. It is one of the largest districts The Ministry of Petroleum and Natural Gas decided to raise
in Maharashtra. The region is expected to witness exponential the share of domestic gas to 110% of the requirement for CNG
growth in the backdrop of the Government’s Smart City policy, (transport) and PNG (domestic), giving us an assured volume of
upcoming International airport and Trans-Harbour Link. gas. In addition, every six months the volumes are reset to meet
Accordingly, we have identified six industrial clusters which can the growing requirements of the city. The price set for gas is
be accessible to create a gas grid and quickly tapped through based on a formula set by the government and it is also quite
transmission network. I am pleased to inform that the pipelines attractive.
have been laid and gasified in Uran (a part of Raigad District), to
supply gas. The supply of gas to households has commenced There has been an inclination of the government to have a
in June 2017. in pollution free environment and it has now mandated all
public vehicles in cities to convert to clean gas like CNG. The
Additionally, we added 15 new CNG stations, crossing the two government also plans to roll out City Gas Distribution (CGD)
hundred mark during the year. One of these CNG stations has infrastructure in some 326 cities across India.
also been set up in Raigad at Karjat, and gas sales has been
stabilised. A number of new sites have been identified for The lack of distribution infrastructure and limited availability
setting up CNG stations, including one on the Mumbai-Pune through dispensing centers has prevented the plying of CNG
expressway. on highways. The government is looking towards creating
green corridor for expansion of CNG filling stations network in
the country on the National and State Highways that are in the
Is the Company open to new vicinity of existing and proposed gas pipelines.
opportunities?
We are an experienced player in CGD sector with over two In addition to these policy developments, the price effectiveness
decades of presence; we also have access to experienced of natural gas in comparison to the alternate products and a
resources and skill sets. Having said that, we believe that in strong untapped market for clean fuel, provides immense
this capex intensive industry, it makes sense to be selective and opportunities for the CGD sector to grow.
understand the potential and economics of the region. We are
actively looking to enhance our network in the adjoining areas What is the long-term vision
of our presence as opposed to creating a new grid in new area.
for the Company?
The long-term vision for our Company is to be a socially
What are the key challenges responsible, world class, consumer friendly gas Company
for your business? committed to provide safe, efficient and reliable energy. We aim
The key challenge remains in creating the infrastructure for to create standards and become a benchmark for the industry. A
distribution and reaching out to the demanding customers benchmark in terms of operating efficiency, network bandwidth,
faster. The congestion of the city, minimal utility corridor safety and, value creation for stakeholders.
availability, limited time availability owing to seasonality
impact of monsoon and hurdle in getting approvals impacts We are pursuing all our initiatives towards saturating the market
our business. There is also limited space available to setup CNG with piped gas and reach every customer requiring gas.
stations. In a city like Mumbai, while the demand and product
availability is there, creation of infrastructure and making it At MGL, we remain committed toward achieving our
organisation goals and creating consistent value for our
convenient for customers becomes a challenge.
stakeholders. Confident for the future, we aspire to be an
enduring value creator, and an excellent long-term wealth
creator for our investors and stakeholders.
To Serve the Demand
EXPANDING BOUNDARIES TO REACH YOU
Inauguration of PNG by Hon’ble MoPNG Minister Shri. Dharmendra Pradhan at Uran, Raigad.

COMPANY OVERVIEW
We are leveraging our competitive strengths
and expanding our natural gas distribution
network to cater to the increasing demand.
While we continue to increase in size in Mumbai and While Raigad has significant longer-term potential from
Thane Urban and adjoining Municipalities, by reaching the smart city policy, planned townships, international
out to new customers, we bid and began operating in airport, and the Trans-Harbour Link, in the near term, we
the Raigad District. We commenced project activities have identified six industrial clusters accessible to the gas
in the Raigad district to lay, build and develop CGD grid that can be catered through a concentrated network.
infrastructure.
The pipelines have been laid and gasified in Uran (a part
We believe that we are strategically positioned to capture of Raigad district) to supply gas. Spreading its network in
the benefits of the growing demand for CNG and PNG in phases, MGL plans to provide the convenience of the safe,
our areas of operation. The given cost advantage of using cost effective and environment friendly piped natural
CNG as compared to alternative fuels is increasing the gas to almost all feasible households in Uran area. This
interest in environment friendly fuels. There also exists will benefit about 3,200 households and about 16,000
significant additional opportunity for expansion with the people. The PNG benefits will be extended to other
phasing out of LPG subsidies over a period of time. The nearby areas by connecting more than 7,000 households,
convenience of using PNG will also help in increasing the covering about 35,000 people in coming years.
penetration of PNG in the domestic market.
During the year, a CNG station has also been set up in
Raigad at Karjat, and gas sales has been stabilised. Going
PIPELINE NETWORK (KM) forward, we intend to open couple of more CNG stations
in the region.
38
We believe that
47
we are strategically
4,8
26
4,6
84 06
4,4
positioned to capture
4,2
3,9
the benefits of the

growing demand for
CNG and PNG in our
areas of operation.
FY2013 FY2014 FY2015 FY2016 FY2017
To Be Always There
PUTTING TECHNOLOGY TO WORK FOR YOU
Senior Officers of MGL with trainees of Gas Plumbing Center Don Bosco School at Karjat, Raigad.

COMPANY OVERVIEW
We continue to make significant investments to
keep up with the growth and demands of our
service territory. We are using technology as an
intervention to create value for our customers.
With advancements in smartphone technology, we We have implemented Automated Remote Meter reading
launched a mobile application named ‘MGL Connect’. This technology for all Industrial customers, and are planning
facilitates PNG (domestic) and CNG customers to upload to extend its use for Commercial customers. MGL has
gas meter readings, identify meter readers, download procured optical gas imaging cameras to identify even
forms like registration and name change forms, and the very minor gas leakages.
locate nearby CNG filling stations.
In order to deliver complete and consistent service
Consumers can also view the list of authorised CNG across all customer contact channels, we have
cylinder testing agencies on the application. In addition, implemented Customer Relationship Management
the PNG consumer can view bill details and opt for across the organisation. This has helped integrate service
making online payment. For CNG users, this app provides management and execution processes, and gain front-
the real-time prices, amount saved by using CNG over end visibility into back-end operations.
other alternative fuel and waiting time at stations. Going
forward, we are also looking at IT interventions, to allow
customers to book time slots at CNG filling station and
escape the queue. We are exploring use of RFID tag/ For CNG users,
reader system for validation of on board CNG cylinder at our application
CNG stations to prevent re-fueling into spurious cylinders.
provides the real-time
Also use of RFID disc and reader is being explored for
locating underground gas pipelines.
prices as well as the
amount saved by
using CNG.
STORY 3
To Deliver Strong Financial Performance

ENRICHING WEALTH OF OUR STAKEHOLDERS
City Gate Station, Mahape.

COMPANY OVERVIEW
Our strong financial position provides us with
the financial flexibility to expand our network in
the existing and new markets.
MGL has historically exhibited that it financed its growth Despite financing its growth from its internal cash flows
by properly managing its capital resources. Over the last from operations, and high dividend pay-outs, MGL
five years, the Company generated `2,227 crore of cash continues to be a debt free company. The Company
flows from operations. Given the stable business, we has net cash of `615 crore on its books. This gives it
expect this trend of cash flow generation to continue, the capability to invest toward expanding its network,
going forward. During the year, MGL has made capex without raising debt. This efficient capital management
investments of `255 crore. has helped the Company follow a disciplined approach
in maintaining its balance sheet.
In addition, MGL has reported over 50% dividend payout
(including Dividend Distribution Tax) during the last five We have a track record of growth in volumes, revenues as
years. In FY 2017, a dividend of `17.50 per share for the well as profits. The volume of natural gas supply increased
previous year and interim dividend of `8 per share for FY from 1.95 mmscmd for FY2012 to 2.57 mmscmd in
2017 was paid. In June 2016, the Company’s shares were FY 2017, at a CAGR of 5.7%. Its total revenue increased
valued at `421 for its IPO and as at March 31, 2017, the from `1,451 crore in FY2012 to `2,292 crore in FY 2017,
shares were traded at `894.95 per share. A final dividend at a CAGR of 9.6%. The profit after tax has increased from
of `11 per share was declared by the Board of Directors, `308 crore in FY2012 to `393 crore in FY 2017, at a CAGR
which shall be paid to the shareholders, post approval of 5.0%.
of the shareholders in the forthcoming Annual General
Meeting.
Despite financing
its growth from its
5.7%
5 Year CAGR Growth for
internal cash flows from
operations and high
dividend pay-outs, MGL
Natural Gas Supply
continues to be a
debt free
9.6%
5 Year CAGR Revenue Growth
company.
To Make Life Even Better
ENSURING SAFETY AND RELIABILITY
Launching of MGL Life Saving Rules.

COMPANY OVERVIEW
Our aim is to be a recognised leader in the
development and operation of safe, reliable
and sustainable energy infrastructure.
We remain committed to our ambition to be the best A safe, reliable delivery system remains the backbone
gas distribution company in country. We continue to of our business, and a vital contributor to our overall
focus on delivering a safe and reliable service for our success. A testimony of our focus towards safety is our
customers. We have successfully built and operated our strong adherence to regulatory requirements and it
CGD network for over two decades and have sound is reflected in our accreditation from reputed bodies.
safety management systems in place. During the year, MGL was accredited with prestigious
‘Greentech Safety Award’ in Gold Category for excellent
Over the years, we have developed strong in-house HSE performance in FY 2017.
project management capabilities, complemented by
robust operation and maintenance processes. Our
network of steel pipelines and polyethylene pipelines
together with other infrastructure, enables us to deliver
reliable and uninterrupted natural gas to our CNG and
PNG consumers. The infrastructure is laid in compliance
with Petroleum and Natural Gas Regulatory Board Over the years, we
Regulations, 2008.
have developed
For continuous improvement in Safety, various strong in-house project
workshops have been conducted to raise the general management capabilities,
awareness, across the relevant community and operating complemented by robust
environment. In addition, we organise demo on Fire
Fighting equipments and ensure necessary permits in
operation
place to work at height. and maintenance
processes.
Pursuing excellence in all our operational processes will
allow us to manage our assets efficiently, deliver network
improvements quickly and provide services that meet
the demands of our customers.
Gas Distribution Network
Geographical Area (GA-1 and GA-2)
Kavad-Kolavali
Naka
N
N SELAR
Bhivandi Bypass
Police Chowki
Bhayander Creek ER
RIV
DI
VA KHONI
Bhayander RS MA
KA Vanjar Pati
Naka Janval
ULHAS RIVER KALYAN NAKA
MIRA - BHAYANDER TITWALA
GHODBUNDER Saravali Pada

Mira Road RS
Ka
BHIWANDI
ly
ULHAS RIVER
an
-8
ad
Uttan Gaon Anjur Phata AMBIVALI
NH
THANE-GHODBUNDER
Ro
Bh
gbil
iw
Wa
an
di
Ro
ad
MSEB Patalipada SHAHAD
DAHISAR
NATIONAL PARK DURGADI CREEK
CHITALSAR AD
Borivali RS A RO KALYAN VITHALWADI
YEOR GR NH-3
DOMBIVALI KALYAN
DA
OL
ULHASNAGAR
DOMBIVALI
KANDIVALI
KANHERI CAVES Alimghar
THANE-W Vasat
AMBERNATH
KALWA
AMBERNATH
TULSI CGS Jambul
NH-8
LAKE Vill.
Manpada
MUMBAI-SUBURBAN THANE
MESCO Diva RS
SH-43
GOREGAON-MALAD
GA-01
NH-4
DIGHE DIVA-MUMBRA
AMBERNATH-BADLAPUR
MULUND
Rahtoli
AY
BADALAPUR
Vill.
SW
BHANDUP
AIROLI Palava City
92 MIDC Pipeline Road
ES
AAREY Nilaje RS
COLONY
PR
GA-02
EX
KANJURMARG SHIL PHATA

POWAI
N
ER
RABALE
ANDHERI-JOGESHWARI
ST
EA
CGS NH-4 Dharne Wadi Vill.

GHANSOLI MAHAPE
CGS Malang Gad
VIKHROLI Usatne Vill.
SAKINAKA
KOPAR-KHAIRANE
VILE PARLA 146
THANE CREEK
SANTACRUZ MIDC Rd.

GHATKOPAR
172 188
VASHI
TALOJA CGS
BANDRA KURLA 160
Y Taloja Central Jail
CHEMBUR .WA
EXP Tata Cancer
AN VEL Hospital
GOVANDI
BKC NP
SIO SANPADA
MANKHURD
MAHIM BAY
MAHIM
CGS
SION KHARGHAR
TROMBAY
NERUL KALAMBOLI
Kharghar Creek
BELAPUR CBD
REFINERIES
DADAR WADALA EXP. WAY
AD
MANSAROVAR
ELPHINSTONE
RO
AN
PAREL
UR
WORLI TROMBAY
SEWRI
PROPOSED PANVEL
AIRPORT
MAHALAXMI
REAY
ROAD JNPT ROAD(NH-4B)
Palaspa Phata
TARDEO
BYCULLA
MALABAR HILL Somathane RS SHEDUNG

BHINDIBAZAR
Toll Naka
C.S.T.
CHURCHGATE
FORT
NAVY NAGAR
COLABA
Geographical Area (GA01)

Citygate Stations CGS
Existing CNG Stations
Existing Pipelines
Proposed Pipelines
Not Commissioned P/L

COMPANY OVERVIEW
New Authorised Area for
Gas Distribution Network (GA-3)
MGL
GA 02
N MGL TALOJA
Neral
Panvel IP-4
ULWE BORLE
ShedungVill. Shivshankar Auto-
NH Care Centre, Karjat
JASAI 4
EW
AY
B
NH4
Rasayani
URAN
CGS
CGS 2
CGS
REES
NH
8.0KM Rees(MGL) 4 Krishna Auto
Patalganga
KHALAPUR
COCO HPCL Khopoli
REVAS SAVROLI
MANDVA DADAR
NH1
SV
7
ACCIL
JSW IIL CGS
HWP SV KOPAR PEN

THAL
WADKHAL
ARABIAN SEA
CGS
NH1
ALIBAG
PUNE
7
ALIBAG
USAR MIDC
Nagothane SHUDHAGAD
SALAV
Pali
Wakan
WMSL(VI)
MSL
CGS
HML SUKELI
JINDAL
Roha
MIDC
Raigad Dist. Kolad (DODO)

Kolad
NH1
7
Bhagad MIDC
Murud
Bhalgaon
Indapur
Tala
DIGHI Kuda Mangaon

NH1
7
Waral Utekhol
Vadavali
Morba
Borli
Goregaon
Vir
CGS
Mhasla Usarghar Birwadi
Bharadkhed MGL MIDC
Wahoor MAHAD
NH17
Shrivardhan Pangalili MAHAD

Proposed CGS CGS
Poladpur
Existing CNG Stations
Proposed CNG Stations
RATNAGIRI
Proposed Pipelines
Proposed PRS / DRSs KASHEDI
Board of Directors
Mr. Akhil Mehrotra

Chairman (Nominee of BGAPH)
zz On the Board since March 11, 2016
zz Over 24 years of experience in the industry
zz Presently, Director – Downstream business, BG India
zz Previously associated with the Reliance Group of Companies
Mr. Virendra Nath Datt

Non-Executive Director (Nominee of GAIL)
zz Rich experience of over 32 years in the Natural Gas Industry in India
zz He started his career with ONGC in 1985 and then moved to GAIL in 1995
zz Holds a Bachelor’s degree in Science from Kurushetra University, Haryana and a Masters
in Business Administration from Maharishi Dayanand University, Rohtak, Haryana
Mr. Sunil Porwal

Non-executive Director (Nominee of Government of Maharashtra)
zz Over 31 years of rich experience, and belongs to the 1983 batch of IAS (Maharashtra Cadre)
zz Also served on the Boards of Maharashtra State Seeds Corpn Ltd., Maharashtra Urban
Infrastructure Development Co. Ltd., and Maharashtra Urban Infrastructure Fundtrustee
Company Ltd
zz Bachelor`s degree in Science and has completed post- graduation in Development
Management and Zoology
Mr. Rajeev Mathur

Managing Director (Nominee of GAIL)
zz Over 34 years of experience

zz Served 4 years as an Executive Director (Marketing) at GAIL
zz MBA from Jodhpur University and Bachelor’s degree in Mechanical Engineering
from REC, Durgapur
Ms. Susmita Sengupta

Technical Director (Nominee of BGAPH)
zz On the Board since February 2014

zz Has worked with DCP Midstream in Denver, Colorado and in Midland, Texas
zz Master’s degree in Chemical and Petroleum Engineering from the University of Calgary
and Bachelor’s in Applied Sciences (Chemical Engineering from the University of Waterloo

COMPANY OVERVIEW
Mr. Jainendar Kumar Jain
Independent Director
zz On the Board since January 2008

zz Served as Director (Finance) at GAIL from 1996 to 2005
zz Chartered Accountant and fellow member of ICAI and holds a Bachelor’s degree in
Commerce from Vikram University, Ujjain
Mr. Arun Balakrishnan

zz On the Board since July 2011
zz Over 35 years of experience and previously served as Chairman and Managing Director of
HPCL
zz PGDM from IIM, Bangalore and Bachelor’s degree in Chemical Engineering from the University
of Calicut
Mrs. Radhika Haribhakti

zz Over 30 years of experience in Commercial and Investment banking with Bank of America,
JM Morgan Stanley and DSP Merrill Lynch
zz Serves as an Independent Director on the Boards of Adani Ports & SEZ, EIH Associated Hotels,
Ltd., ICRA Ltd., Navin Flourine International Ltd., Rain Industries Ltd., and Vistaar Financial
Services Pvt. Ltd.
zz PGDM, Finance specialization, IIM, Ahmedabad and Commerce graduate from Gujarat University
Mr. Santosh Kumar

zz On the board since July 2011 and served 3 years as Director (Projects) at GAIL
zz Previously held positions such as Chairman, Green Gas Ltd., Director on the Boards of
Maharashtra Natural Gas and Central UP Gas Ltd. and Advisor with GSPL
zz Bachelor’s degree in Electronic Engineering from the University of Allahabad
Mr. Raj Kishore Tewari

zz On the board since March 2015

zz Previously served as the Chairman of the Central Board of Direct Taxes in the Ministry of Finance,
Govt. of India
zz M.Sc. (Fiscal Studies) from the University of Bath, UK, M.Sc. (Physics) from the University of
Lucknow and Bachelor’s degree in Law from the University of Mumbai
Dr. Basudeb Sen

Dr. Ashutosh Karnatak Mr. Apurva Chandra Independent
Ex - Chairman Director Director
Corporate Information
BOARD OF DIRECTORS
Mr. Akhil Mehrotra Mr. Arun Balakrishnan
Chairman Director
(w.e.f. May 28, 2017)
Mr. Santosh Kumar
Dr. Ashutosh Karnatak Director
Chairman
(upto May 27, 2017) Mrs. Radhika Haribhakti
Director
Mr. Virendra Nath Datt (w.e.f. March 05, 2017)
Director
(w.e.f. May 28, 2017) Dr. Basudeb Sen
Director
Mr. Sunil Porwal (upto March 04, 2017)
Director
(w.e.f. May 26, 2017) Mr. Raj Kishore Tewari
Director
Mr. Apurva Chandra
Director Mr. Rajeev Mathur
(upto May 23, 2017) Managing Director
Mr. Jainendar Kumar Jain Ms. Susmita Sengupta

Director Technical Director

COMPANY OVERVIEW
CHIEF FINANCIAL OFFICER Mr. S.M. Ranade

COMPANY SECRETARY & COMPLIANCE OFFICER Mr. Alok Mishra

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

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.

SECRETARIAL AUDITORS M/s. Mehta & Mehta,
Company Secretaries,
201-206, Shiv Smriti, 2nd Floor,
49/A, Dr. Annie Besant Road, Worli,
Mumbai - 400 018.

REGISTERED OFFICE MGL House, Block No : G-33,
Bandra-Kurla Complex,
Bandra (East),
Mumbai - 400 051.

REGISTRARS & TRANSFER AGENTS Link Intime India Private Limited,
C-101, 247, Lal Bahadur Shastri Marg,
Gandhi Nagar, Vikhroli (West),
Mumbai - 400 083.

MANAGEMENT DISCUSSION & ANALYSIS
Global Economy Overview

Economic activity gained momentum in the second half of Japan’s economy performed surprisingly well owing to strong
2016, especially for advanced economies. Growth picked net exports, while European countries - Germany and Spain
up in the United States as firms grew more confident - performed as a result of a strong domestic demand. On the
about future demand, and inventories started contributing other hand, the economic performance across emerging
positively to growth. Growth also remained solid in the markets and developing economies remained mixed.
United Kingdom, where spending proved resilient in the India in particular is showing robust growth and remains
aftermath of the June 2016 referendum in favour of leaving the fastest growing economy. Further, there are reduced
the European Union. concern about China’s near-term prospects following policy
support for growth, and some firming of commodity prices.

MD&A
Indian Economy Overview
However, sub-Saharan Africa is experiencing a sharp low The Indian economy is growing strongly and remains a
down. Activity remained generally weak in fuel and non-fuel bright spot in the global landscape. The government has
commodity exporters, while geopolitical factors held back made significant progress on important economic reforms,
growth in parts of the Middle East and Turkey. Overall, global which will support strong and sustainable growth going
growth was reported to be 3.1% in 2016, and is projected to forward. In particular, the implementation of the goods and
increase to 3.5% in 2017 and 3.6% in 2018. services tax, will help raise India’s medium-term growth, as it
will enhance the efficiency of production and movement of
goods and services across Indian states.
India’s economy grew by 7.1% in fiscal 2017. India’s overall

outlook remains positive, although growth was slightly
below expectations for a short while, but had picked
up during the course of the year to exceed 7%. The year
2016-17 was marked by a variety of institutional reforms such
as the implementation of the Insolvency and Bankruptcy
Code, creation of Monetary Policy Committee, redesigning
of the FRBM framework, passage of GST, and the policy
thrust towards a less-cash formal economy.
Economic growth is projected to remain strong and India

will remain the fastest growing G20 economy. India has
positioned itself as the most dynamic emerging economy
among the largest countries and is expected to remain the
fastest growing on the back of robust private consumption
and significant domestic reforms gradually being
implemented by the government.
Industry Developments
India is among the top five energy consumers in the world,
and has been witnessing consistent growth in demand for
energy. Out of the total energy basket, natural gas is the
cleanest source of energy and has environment friendly
characteristics, which are making it more popular as
compared to other fuels. Globally, natural gas accounts for
24% of primary energy consumption, however, in India, it
has a relatively small share of over 6% of the total energy
basket. MGL work site
In India, natural gas consumption grew at a CAGR of 3.1%
over the previous seven years, reaching 46.6 Billion Cubic
Metre (BCM) in FY 2015-16 from 37.6 BCM in FY 2008-09. As
46.6
per World Energy Outlook 2015 report, the consumption is
expected to grow at a CAGR of 4.6% over a period of 2013-
40, higher than growth in Coal and Oil consumption over
the same period. The demand growth for natural gas in India
BCM
is likely to be driven by the development of transmission
and distribution infrastructure, the savings from the usage
India’s Natural Gas Consumption
of natural gas, the rising awareness of the environment
4.6%
friendly characteristics of natural gas as a fuel, and the
overall favorable economics of supplying gas at reasonable
prices to end consumers.
The demand for natural gas in India is majorly driven by

the Power, Fertiliser, Petrochem/Refineries and City Gas
Expected Natural Gas
Distribution (CGD) sectors. Consumption Growth over the
period FY 2013-40
MD&A
City Gate Station, Ambernath.
City Gas Distribution Furthermore, the introduction of an e-portal, faster forest

clearances, simpler Ministry of Road Transport and Highways
In India, the Petroleum and Natural Gas Regulatory Board guidelines, increased investor interest, and a better informed
(PNGRB) is the regulatory body for city gas distribution, customer base are some recent developments that lend
and is responsible for authorising new areas to set up optimism to the segment.
infrastructure amongst interested players.
Besides, on the consumer front, there has been an increased
The past two decades have witnessed the evolution of the awareness and demand for cleaner fuels. Today CGD
CGD industry. Recently, new bidding rounds were undertaken network exists in 14 Indian states including two union
by PNGRB. Further, for expanding the penetration of natural territories, across 79 cities. As on March 2017, over 3.5
gas, the NITI AAYOG targets extending the CGD network to million homes have access to PNG in India. The total number
326 cities by 2022. The work is also expected to be resumed of CNG stations is 1,197 and the total number of vehicles on
in the 11,000 km gas pipelines bid out by PNGRB, by CNG is around 2.9 million. In light of these developments,
suitably incentivising pipeline companies with better tariff operators believe that gas will increase in prominence in
mechanism, assured throughput and Viability Gas Funding the long run, and thus the role of CGD networks and natural
(VGF) support, as per the specific situation. gas availability to retail customers becomes very important.
The government targets to increase the share of gas in the
The City Gas Distribution (CGD) segment appears to be energy basket from the current of over 6% to 15% in the
positive for its future prospects. The government’s intent short term and even further to the world average of 24% in
to move to a more gas-based economy bodes well for the the long term.
segment going forward. The policy landscape is likely to
be more conducive for growth of the gas sector. Besides,
government initiatives for 1 crore Piped Natural Gas (PNG)
connections, the introduction of stringent emission levels
for vehicles, and the proposal to develop green corridors are
well aligned with the goal of reducing the carbon footprint.
Competitiveness of Natural Gas zz The government is gradually converting the public

transport system to CNG fuel. This has been mandated
Natural gas is gaining importance among the users of in the Delhi region. Going forward, the government
liquid fuels like petrol and diesel. Apart from contributing is expected to promote CNG gas by framing policies/
to cleaner environment and better air quality, it provides guidelines to steer bulk of transport sector towards
significant economic benefits to consumers over liquid fuels. cleaner fuel.
zz Advanced kits and company fitted CNG kits at
reasonable cost coupled with fiscal incentives in the Policy Initiatives and Regulatory
form of lower tax on CNG vehicle (in Maharashtra), Framework
makes CNG vehicle an attractive proposition against
automotive liquid fuels. CGD Expansion - New Cities
zz Domestic PNG directly competes with subsidised LPG The NITI AAYOG has envisaged a rollout plan of CGD network
cylinders. The convenience and safety factors drive the development through competitive bidding in more than
usage of PNG. It saves users the hassle of ordering and 326 possible Geographical Areas (GAs) in a phased manner
changing LPG cylinders. In addition, several qualitative by 2022.
benefits, such as no waiting period for the fuel, no
storage space requirement for the cylinders and PNGRB Plan - Bid Opportunities
credit period for bill payment, also attract household
PNGRB’s bidding rounds could be a large opportunity
customers.
for growth.
zz Smart cities will also provide the sector the opportunity
to enhance the use of clean gas. Under the Smart CNG Corridor
Cities Mission, the government plans to encourage
The Government has been contemplating expansion of
the use of clean energy in the state by developing
CNG filling stations network in the country along 12,500
CGD networks in the selected cities.
kilometers of National and State highways that are in
the vicinity of existing and proposed gas pipelines. CNG
Growth Drivers filling stations can be established on highways covering
approximately 6,500 kilometers and across 42 cities in close
A constant regulatory push by the government is one of
proximity of already existing pipelines. Furthermore, CNG
the key drivers for growth in CGD industry as it wants to
increase the share of natural gas in India’s energy basket.
The government is working towards formulating favourable
policies, promoting CNG vehicles in public transport,
expeditious infrastructure clearances and network
exclusivity for new players, to promote the use and faster
Natural Gas
adoption of city gas. Some of the policy amendments are
mentioned below:
contributes to cleaner
zz Allowing domestic city gas companies to get priority
environment, better air
allocation of domestic gas. quality, and significant
In a bid to encourage CNG conversions and usage
zz
of PNG, the government amended the domestic gas economic benefits to
allocation policy in 2014. It accorded top priority to
city gas for CNG and domestic PNG.
consumers over
liquid fuels.

MD&A
Filling of CNG Cascades.
filling stations en-route 6,000 kilometers of highway and zz Use of CNG in cities will enable public transport to
in 58 cities can be synchronised with the implementation upgrade emission standards.
of planned pipelines and CGD development. The creation
of a CNG corridor is aimed at developing user confidence zz Natural gas highways can be created to shift heavy
in CNG’s availability and would prompt a switch to CNG for commercial vehicles, trucks and public transport to
passenger and commercial vehicles. CNG;
zz Use of gas as a transport fuel can enhance energy
Auto Fuel Vision and Policy 2025 security; and
The expert committee constituted by the MoPNG zz Emission benefits of replacing diesel with CNG
recommended the use of natural gas as an automotive vehicles.
fuel and making it a national mission. It highlighted major
benefits from switching over from liquid fuels to natural gas
With this, the demand for natural gas is likely to see a strong
or CNG:
northward trend and CGD companies are likely to be major
beneficiaries of this move.
zz Logical choice to replace liquid fuels owing to its
benign environmental qualities;
326
zz No adulteration and pilferage;
zz Emits significantly less pollutants such as carbon
emission and particulate matter (PM) compared to GAs
petrol and diesel and no presence of carcinogens like
benzene and aromatics; Estimated bidding for CGD
network by 2022
Company Overview Sourcing

Mahanagar Gas Limited (MGL) is one of the largest City The Ministry Of Petroleum and Natural Gas (MoPNG)
Gas Distribution (CGD) companies in India having over 20 allocates gas for the entire requirement of CNG and domestic
years of experience in supplying natural gas in Mumbai and PNG under Administered Price Mechanism (APM) and PMT
is presently the sole authorised distributor of Compressed Agreements. As per the MoPNG Guidelines, the Company
Natural Gas (CNG) and Piped Natural Gas (PNG) in Mumbai, has access to cost effective domestic natural gas equal to
Thane urban and adjoining municipalities, and the Raigad 110% of its CNG and domestic PNG requirements.
district in the state of Maharashtra, India. It is promoted by
GAIL (India) Limited (GAIL) and BG Asia Pacific Holdings Pte. For its industrial and commercial PNG consumers, the
Limited (BGAPH), each of them holding 32.5% of its equity Company sources Regasified Liquefied Natural Gas (RLNG)
shares. The Government of Maharashtra also holds 10% from a number of sources, both on term and spot basis.
stake in the Company.
The Company has entered into renewed framework
MGL distributes CNG for use in vehicles and PNG for domestic agreements for Spot RLNG with suppliers to source Spot
household use, as well as commercial and industrial use. As RLNG in a competitive manner, and address the daily and
at March 31, 2017, it supplied CNG to over 5,45,505 vehicles seasonal fluctuations in gas demand. As a result of this
through network of 203 CNG filling stations. It also provided comprehensive gas sales pricing policy, the Company
PNG connections to over 9,48,892 domestic households, successfully maintained its margins, despite considerable
over 3,218 commercial and 62 industrial consumers in fluctuation in Spot RLNG prices during the year.
Mumbai and its adjoining areas.
MGL distributes natural gas through an extensive CGD

network of pipelines. As of March 31, 2017, it had a
supply network of over 4,838 kms of pipelines, including
approximately 4,417 kms of polyethylene (medium and low
pressure) pipelines and 421 kms of steel pipelines.

Core Competencies Safety
The Company has invested in implementing safety
Well positioned management to reinforce its commitment to health
The Company is the sole CGD operator in Mumbai area and safety. This ensures safe, reliable and uninterrupted
comprising of Greater Mumbai, Thane urban and adjoining distribution of natural gas.
municipalities, and Raigad District. The MMR (Mumbai
MD&A
Metropolitan Region) has a population of approximately
21 mn with over 3 mn households, and a vehicle universe Robust Management
of around 1.8 mn, and many commercial and industrial The Company has successfully leveraged its promoters’
enterprises. expertise and experience in the business and operations. It
also has a strong senior management team with experience
in the natural gas and petroleum industry, including
Proficiency experience in project management and establishing a
The Company has an experience of over two decades in natural gas distribution network.
successful development and operation of CGD business.
The Company’s strong in-house project management
capabilities, complemented by robust operation and Relationship
maintenance processes, has helped in enhancing its The Company’s experience and its enduring relationship
financial performance. with vendors, suppliers and contractors have enabled it to
expand its network in a timely and cost efficient manner.
Infrastructure Exclusivity
The Company has infrastructure exclusivity to lay, build,
expand and operate CGD networks in Mumbai and its
adjoining areas for a period of 25 years. This Infrastructure
Exclusivity is valid until 2020 for Mumbai, until 2030 for the
adjoining areas and until 2040 for the Raigad district. The
period of exclusivity is extendable in blocks of 10 years as
per the PNGRB Regulations. The Mumbai
Guard against Third Party Competition
Metropolitan Region
Efficient operator and services levels of MGL provide has a population of
significant natural guard against third party entry in our
Geographical Area. This apart, there are significant barriers approximately 21 mn with
such as infrastructure exclusivity, allocation of domestic
natural gas, requirement of regulatory approvals, and the over 3 mn households,
need for large investments to establish a CGD network.
and a vehicle universe
Established Infrastructure of around 1.8 mn.
The Company has built an extensive supply network in
Mumbai and its adjoining areas over the past two decades.
The Company has a wide network of pipeline and CNG filling
stations, which enables reliable distribution of natural gas to
its customers.
Key Business Highlights As per the new government regulation, the state taxi
scheme mandates all the aggregators to go on to clean fuel.
A continuous addition to the number of household The app based taxis and aggregators have been given a
connections and vehicles converted to CNG has ensured 12 month time schedule to convert from alternate fuels to
sustained growth for the Company. The average gas sales clean fuels like CNG. In line with this, the Company entered
volume of your Company during FY 2016-17 increased to in an agreement with OLA and UBER App based Cabs for
2.57 MMSCM per day, registering a growth of over 5.7 % over inducting CNG fuelled cabs on their platform.
the previous fiscal year.
On the expansion front in Raigad, the Company has
During the year, the Company made substantial investments identified six pockets to initiate the supply of gas in the
in network expansion in its authorised areas of operations area. As per the schedule, the pipelines have been laid
for developing CGD infrastructure. A pipeline addition of and gasified in Uran to supply gas. The supply of gas to
191.5 kms was undertaken in FY 2016-17. The Company households has commenced in June 2017. The work is
added 86,593 household customers for piped natural gas also in advanced stages of completion for supply of gas
during the year. to upcoming townships of reputed builders along the
NH 4 in Raigad area. One CNG station has been established
Apart from domestic connections, your Company has at Karjat, and the Company has also identified a number
also made progress in adding new 406 commercial and of new sites for setting up CNG stations, including a CNG
industrial consumers. Further, it added 15 new stations and station on the Mumbai-Pune expressway. These shall be
crossed the 200 CNG station mark, validating its mission of taken up progressively during the current year 2017-18.
spreading its green footprints. The Company helped convert
75,027 vehicles to CNG, taking the total vehicle base to
5,45,505. The Company has also launched CNG fuelled two
wheelers, to enter this new category of CNG vehicle. This
was done in association with M/s. Eco Fuel (Indian Partners
of Lovato, Italy), enabling two-wheelers to run on safe and
economical fuel. This launch of CNG fuelled two wheelers
2.57 MMSCMD
MGL’s average Gas Sales Volume,
will give an opportunity to more than 36 lakhs two wheelers
running in the Mumbai Metropolitan Region (MMR) to opt
for this eco- friendly fuel. FY 2016-17
Inauguration of CNG Two Wheeler.

Finance Review Thane Urban and adjoining municipalities . Today, PNG has
become preferred choice of cooking fuel irrespective of the
The Company’s performance improved during FY 2016- consumer profile in domestic segment. The Company plans
17. The Company recorded total income of `2,292 Crore, to tie up with more prominent builders who can showcase
EBITDA of `697 Crore and PAT of `393 Crore during the year. PNG connection as one of the amenities to attract potential
It delivered healthy overall growth during the year with sales buyers.
volume of the Company growing by 5.38%, EBITDA growing
MD&A
by 25.22% and PAT growing by 26.55%. The Company MGL is strategically positioned to capture the benefits of
reported an EBITDA margin of 30.41% and PAT margin of this large and growing market, given the low penetration in
17.17%. its areas of operation. Further, the Company’s foray in Raigad
district provides significant additional opportunities for the
As of March 31, 2017, the Company connected 9,48,892 expansion of its CNG and PNG networks. The Company will
households with PNG and operates 203 CNG stations, be able to leverage its competitive strengths to increase
supplying CNG to more than 5.45 lakh vehicles. The peak its customer base by expanding its natural gas distribution
daily sale of CNG reached to 15.1 lakh kg per day during network to cater to the increasing demand.
the year.
During FY 2016-17, the Company witnessed a healthy

growth of about 5.7% in the daily average volume sold
compared to the previous year. Daily volumes in case of CNG
grew by 5.3%, household business volumes grew by 9.7%,
commercial and industrial volumes also grew by 4.5%. On
an overall basis, PNG volumes grew by 6.8% during the year.
The CNG and PNG businesses accounted for 73.94% and

26.06%, respectively, of the total volume of natural gas
sold. In value terms (net of excise duty), the CNG and PNG
business accounted 71.05% and 28.95%, respectively, of its
total gas sales revenue.
Future Outlook
The growth in demand for CNG and PNG is expected to
continue, and the Company is preparing to seize this
opportunity by significantly investing in the infrastructure
in the city of Mumbai and adjoining authorised areas.
The Company will continue to increase its penetration in

Mumbai and its adjoining areas by reaching out to new
customers for CNG, domestic PNG, commercial PNG and
industrial PNG use. Given the cost advantage of using MGL work site.
CNG as compared to alternative fuels, the increased
interest in environmental friendly fuels, and the large
untapped potential of natural gas, the penetration rate of
30.41%
CNG is expected to increase substantially. The existence
of significant additional opportunities for the expansion-
phasing out of LPG subsidies over a period of time, and
the convenience of using PNG, will help in increasing the
penetration of PNG in the domestic market in Mumbai, and
EBITDA Margin, FY 2016-17
Technology The Company has successfully sustained and enhanced its

SCADA system across all the four City Gate Stations, 160 CNG
The Company has a Customer Relationship Management stations and 2 Sectionalizing Valves (SV). The Company has
(CRM) application in place, which helps it to manage and its plans in place and is further working towards taking all
analyse customer interactions and data across the customer CNG stations and additional SVs under the ambit of SCADA.
lifecycle. The Company also has a facility that allows its
customers to check the status of their concerns and make To strengthen the safety of operations and provide improved
‘service request’ through the website of MGL. services to consumers in a more efficient manner, the
Company has successfully implemented and experienced
Striving towards customer delight, SMS notification is the benefits of a Data logger monitoring system at 30
sent to customers on successful completion of requests. District Regulating Stations (DRS). Going forward, the
To ensure best customer satisfaction, CRM closes the Company plans to cover an additional number of 26 DRSs.
customer’s complaint or service request in SAP, only after a The Company has also completed implementation of
conversation with the customer. With significant increase in metering system in two existing District Regulating Stations
electronic communication with customers through e-mail, a (DRSs). Furthermore, the implementation of Automated
Cloud based e-mail solution is being designed. This solution Meter Reading (AMR) system for the customers, installed
will provide better queue management, automate MIS, downstream of these DRSs is being expedited by exploring
performance monitoring and a robust system of archive/ suitable suppliers and vendors.
retrieve e-mails.
To automate the process of daily CNG progress report
The Company has a mobile application named ‘MGL preparation at daughter booster stations, an in-house CNG
Connect’. This facilitates PNG (domestic) and CNG customers mobile app has been developed. On the consumer front,
to upload gas meter readings, identify meter readers, to enhance awareness on various voluntary modes of
download forms like registration and name change forms, providing meter reading, new initiatives were undertaken.
and locate nearby CNG filling stations. Consumers can also These include advertisements in reputed newspapers and
view the list of authorised CNG cylinder testing agencies on prominent displays of posters on buildings having domestic
the application.

PNG consumers. Efforts were continued to further enhance
domestic meter reading accuracy and efficiency. Various
Health, Safety, Security and
improvements to domestic meter reading android software Environment (HSS&E)
are under implementation, which would help meter readers Health and Safety
capture details with greater ease and accuracy as well as
The Company is in the business of supplying piped and
provide value-added inputs.
compressed natural gas, which is environment friendly
MD&A
and safe. The Company adheres to high standards of
Going forward, your Company is in the process of
Health, Safety, Environment and Security, and believes that
undertaking trials for the implementation of pre-paid
outstanding business performance requires outstanding
metering system for domestic customers. These initiatives
HSS&E performance. The Company complies with all legal
shall render the capability for remote acquisition of meter
and statutory requirements applicable to its operations and
readings, detecting instances of meter tampering and
aspires to attain recognised world-class performance.
delivering an enhanced user experience thereby raising
safety as well as revenue realisation.
MGL is accredited to OHSAS 18001:2007 for Occupational
Health & Safety Management systems, and during the year
Users’ specific tools are also being developed in ‘myWorld’
its ISO 14001:2008 standards has been upgraded to ISO
application, which is a type of GIS (Geographical Information
14001:2015 for Environment Management System and ISO
System) solution focused on ‘on the move’ usage. The
9001:2008 for Quality Management Systems. The Company
pipeline network laid or being laid will be mapped in GIS
is audited regularly to be at parity with international
on an ongoing basis, contributing to monitoring and
requirements.
maintaining the pipeline network more proficiently.
The Company is committed to the Health and Safety of all
The Company has purchased Optical Gas Imaging Camera
its employees, the employees of its contractors, and any
(FLIR) for gas leak survey. This camera has been certified as
other stakeholders who may be affected by the Company’s
Intrinsically Safe. It is specifically tuned to visualise fugitive
operations. MGL considers its contractors as business
emissions that are impossible to see with the human eye.
partners and expects them to adhere to the Company’s
HSSE standards. Coaching and assistance is provided to the
Fatigue sensor is installed in 03 CNG cascade transport
business partners as and when required.
vehicles as a pilot project. These sensors will be installed in
all CNG cascade transport. It has illuminated camera which
is equipped with highly intelligent video software. The
inbuilt video analytics are self-configuring. They are able to
track the driver’s eyelids and pupil dilation. These are highly
important in order to help the driver drive safely as these
devices will give real time alarm to the driver.
MGL has successfully completed trial of high capacity MGL is accredited to

composite cylinder Type-3 cascade for CNG transport
vehicles. MGL is in order to initiate procurement of type-3 OHSAS 18001:2007 for
cascade for CNG transportation. High capacity cascades will
result in lesser trips, lower distance and transportation of Occupational Health
more CNG.
& Safety Management
systems.
As a part of the Company’s drive for continuous improvement

in Safety, various initiatives have been undertaken to
raise general awareness in the relevant community and
operating environment. The initiatives include PNG
Awareness Campaigns in residential societies and for
commercial customers; MGL Emergency Management
Systems awareness for local Fire Brigade offices; District
Disaster Management Cells; CNG Awareness Campaigns at
various auto stands and B.E.S.T. depots; Eye check up and
audiometry campaigns for drivers; and Gas Safety Awareness
Programs in public schools. The Company has launched 16
MGL Lifesaving Rules and conducted awareness session
for its employees and stakeholders. It also conducted HSE
Frontline Engagement Programs for the employees and
stakeholders.
Several steps have been taken towards ‘Occupational Safety’

excellence, with the relentless implementation of Rope
Access System for the work at height activities, especially for
the Riser installation at project sites.
Continuous improvement in compliance to MGL Life Saving

Rules and implementation of Safety Technical Competency
(STC) training policy-‘No STC No Work’ and CNG filling policy-
‘NO Metal Plate NO Gas’ was initiated. Riser Installation for work at height and Defensive Driving
Management systems for the behaviour of drivers. MGL
The Company has implemented Online Action Tracking has an Emergency Control Room with toll Free number
Systems to evaluate and close the recommendations 1800 22 99 44 which is available 24x7. Besides this ‘Dial-
related to the incidents and Senior Management Audits in before-Dig’ a continuous pipeline surveillance and the
a methodical way. It has implemented E-permit systems for mapping of pipeline network on Geographical Information
Systems (GIS) also contribute to safe working environment.
The Company expects all of its employees and contractors

to report hazards, and even near miss hazards. These are
The Company then investigated and lessons learnt are shared with all
concerned. The Company also takes cognizance of the
undertakes various lessons learnt from other Oil and Gas companies across the
world.
initiatives towards To further inculcate safe driving behaviours and tracking
vehicles, MGL has been successfully upgraded Vehicle
continuous Tracking Systems (VTS) to In Vehicle Monitoring Systems
(IVMS) in Light Commercial Vehicles and Emergency
improvement Vehicles. It conducts Defensive Driving Training (DDT) for all
drivers and helpers of vehicles plying within the organisation
in Safety. namely Light Commercial Vehicles (LCV) carrying CNG, pool
vehicles, and Master Control Centre (MCC) / Emergency
vehicles. MGL has imparted DDT training to more than 600

contractors’ drivers and patrolmen driving bikes associated In order to match the business expansion needs with ever
with the Company. It has developed Online Safety Technical increasing security threats, security as a function graduated
Competency (STC) Training Module for 100% compliance of from being a basic guarding to three distinct process
STC training to stakeholders. oriented verticals - Surveillance Assurance, Asset Protection
and Security Support; each complementing and reinforcing
The Company has a well-built Fire Management System each other. Surveillance Assurance Process was further
MD&A
in place which is in compliance with national standards. A augmented during the year by ensuring CCTV coverage
competent fire-fighting workforce has been deployed at to all Company owned CNG Retail Outlets. This year, the
all City Gate Stations (CGS) and MGL offices to combat any Company commissioned state-of-the-art Security Control
potential fire emergency. The Fire Management System Room, which is functional 24X7 and has the capability of
has been scrutinised by an external third party agency of continuously monitoring all CCTV cameras, IVMS system,
international repute, validating the effectiveness of the Mobile Patrolmen Tracking System and getting head count
system. in all major locations.
A series of Mock Drills were conducted at all installation like The Company also undertook a new initiative under the
City Gate, in the presence and association with the Mutual Vigilance function, during the year. A ‘Vigilance Mechanism’
Aid Response Group (MARG) members to demonstrate the of the Company was approved and implemented to deal
MGL Emergency Response and Disaster Management Plan with matters related to fraud and unethical practices.
(ERDMP) and learn from the inputs of the MARG members
for continual improvement. The ultimate goal of the Security Management System in MGL
is to achieve effective and optimum security performance.
Security The key emphasis of the Security Management System is to
provide uniform security standards across the Company and
Security management as an independent support process to make the security practices proactive.
in the Company evolved to provide physical security
assurance mechanism to its business. The ever-changing
business dynamics, continual manoeuvring in socio-
economic scenario and the swift business expansion of the
Company has led the security team to carry out thorough
re-assessment of the Company’s Security Management
Processes. This has been done through risk assessment and
reviews, specially focusing on protection of critical assets
with an enriched focus on pipeline network and physical
security support to key processes. The Company has
responded positively to changing security challenges by
evolving and adopting effective security mechanisms and
programs into its overall business operations.
The sustainability of the security process of the Company is

continuously put to test through continuous feedback from
other functions followed by review of security processes.
These reviews include risk and vulnerability assessments,
threat appreciation, access control mechanism, security
awareness training, and incident management drills and
exercises. The Company’s Security Management System
is audited periodically by reputed third party agencies for
identifying its areas of improvement.
Environment
The focus on environment is core area of emphasis for
the Company. In addition to the process and procedures,
the Company adheres to the requirements of ISO 14001
accreditation. In addition, every year, MGL celebrates World
Environment Day, wherein the employees work towards
protect the environment and promote the benefits of
natural gas to improve the environment through public
awareness campaigns.
With a concern towards the environment, a new initiative

of landscaping and greenland development work has also
been completed at CGS Ambernath. MGL has installed solar
panels in Administration Buildings to reduce collective
Participation in women’s marathon.
dependence on electricity. It is also using CFL lights and
gas generators working on natural gas at offices and City The Company is committed towards encouraging diversity
Gate Stations, saving significant amount of electricity, and inclusiveness. The organisation has always supported a
combating greenhouse gas emissions. The Company participative culture through consultative approach, thereby
successfully implemented and upgraded EMS standard establishing a harmonious relationship for industrial peace
of ISO14001:2015. It also installed Rain Water Harvesting and higher productivity. Efforts to promote employees’
System at City Gate Stations to reuse the rain water for participation were augmented by introducing new policies
Fire Hydrant System and other activities inside the station. like Suggestion Scheme, Grievance Redressal Mechanism,
Furthermore, MGL also developed several online module Reward and Recognition.
for uploading and auto-sharing different audit reports,
reducing the consumption of paper. The Company believes that continuous development
of the human resources fosters better engagement and
Human Resource drives performance. It gives utmost importance towards
The Company continues to focus towards building development of its human resource. During the year,
positive employee-organisation relationship through employees were imparted with various trainings spanning
various interventions. It provides congenial and safe work over 1400 man-days.
environment to its employees. Organisation restructuring
for growth, job rotations and revisiting HR policies, were As on March 31, 2017, the Company has 517 employees on
some of the initiatives undertaken by MGL during the year. its pay roll; 52 employees were recruited during the FY 2016-
It continues to align Company policies with the changing 17. The attrition rate stood at 7% for FY 2016-17.
business environment.
Risk Management and Internal
Control System
MGL has put in place adequate lnternal Financial controls
that commensurate with its size and nature of business,
in conformance to Companies Act and other applicable
statutes. Policies, standards and delegations of authority
have been disseminated to senior management and are
517
cascaded within their departments. Procedures to ensure
conformance to the policies, standards and delegations
of authority have been put in place covering all activities.
Inter-dependencies of job responsibility ensure that there
Team Size are joint discussions and requisite approvals before any
commitment is made.

The management continuously exercises focus on
strengthening its internal control processes. The internal
controls are periodically reviewed to have continuous
assurance on the adequacy and effectiveness of controls by
renowned expert agency.
MD&A
Similarly, the Internal Audit activity is performed by a
competent and reputed external professional firm, covering
major business operations, which ensures the effectiveness
of existing processes, controls and compliances. The findings
drawn from the audits are fully examined and corrective
measures are implemented, as applicable. This ensures
that the findings emanating from the audits are effectively
acted upon, thereby adding value to the system. Internal
audit reports along with management comments and
action plans on recommendations are presented to Audit
Committee. Functioning of the auditing firm is overseen and
facilitated by in-house dedicated personnel.
The Company has a rigorous business planning system to set

targets and parameters for operations, which are reviewed
with actual performance to ensure the timely initiation
of corrective action, if required. A Strategic Management
Group (SMG) consisting of Senior Executives undertake
discussions and take joint decision on all major issues.
Corporate Social Responsibility

MGL has identified Corporate Social Responsibility (CSR) as Participants at plumbing training centre.
a strategic tool for sustainable growth. Being a responsible
corporate citizen, MGL has been continuously contributing
in social investments primarily in the areas of Education,
Skills Development, Health and Sanitation, Women
Empowerment and Environment protection.
MGL has been
Education contributing in the
zz ‘MGL Unnati’, is an intervention designed with
the objective to promote vertical socio-economic areas of Education, Skills
mobility through education. The project envisages
coaching and mentoring of meritorious children Development, Health and
from economically fragile background to compete for
admission in premier technical institutes. With the aim Sanitation, Women
to remove the barriers for access to higher education,
the project seeks to bring about a radical change in Empowerment and
the lives of individuals. The project has reached out
to 50 students (in 3 batches). The fourth batch of 30 Environment
students is currently being mentored. Under this
project, 92% of the students have got admissions into
Protection.
various engineering colleges including IITs and NITs.
MD's visit to Mini Science Center sponsored by MGL.
zz MGL has facilitated installation of Mini Science Centers and the great number of youths seeking jobs on the
in five schools. These centers aim at enhancing other hand.
learning outcomes in sciences.
Vocational Training
zz MGL has facilitated installation of computer laboratory
in a school and has extended services of an instructor zz MGL has facilitated up-gradation of infrastructure in
to ensure optimal utilisation. a vocational training center to enhance the quality
of technical training to match the requirement of
zz MGL has undertaken various infrastructure initiatives industries.
in schools like fabrication, setting water storage tank
and repair of toilets, among others. zz MGL has facilitated development of curriculum on gas
plumbing and has supported training of youths on the
zz MGL is also supporting an initiative to set up classroom trade. 93 trainees enrolled for training in the trade, out
in pre-primary and primary levels in a school in of which 86% successfully completed the training. The
Mumbai. infrastructure upgradation has indirectly benefited
zz MGL is also supporting an initiative in 10 schools in 242 trainees in other trades.
Kalyan, which aims at supporting students in their zz MGL has initiated a school for gas plumbing training.
growing adolescence in differentiating between right The first batch of trainees are currently undergoing
and wrong through personality development and training.
counselling sessions.
zz MGL has successfully trained 81 youths as general
zz ‘MGL Hunar’ is an intervention in lines with Kaushal duty assistant while another 18 youths were trained as
Bharat for imparting training on employment-oriented customer care executives.
trades to youths from underprivileged background.
The objective is towards bridging the gap between zz MGL has been supporting slum community in Turbhe
industry’s demand for skilled man-power on one hand in their quest for seeking better future prospects.
It has adopted a community center for various

developmental initiatives. The initiatives include zz Under MGL Aarogya, MGL has facilitated health check-
operating balwadi for toddlers, support education up of 122 auto rickshaw and taxi drivers in Mumbai.
classes, computer classes, personality development
zz MGL has also extended support for installation of
training along with providing nutritional support. For
HVAC at Bai Jerbai Wadia Hospital for Children.
women, the center is operating tailoring classes which
also mobilises orders from time to time. zz MGL has been reaching out to the less blessed, roofless
and rootless children through its initiative ‘MGL
zz MGL also mentored children from slum communities
Komal Jivan’. MGL has adopted a multidimensional
through sports to evolve positive attitude and sensitise
effort towards holistic development of such children
them against the negative social practices like gender
who due to a complex mix of domestic, economic or
discrepancy, substance abuse or drug addiction.
social disruption finds themselves in the streets and
vulnerable to multitude of abuses.
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Animal Welfare and Environment
zz MGL initiated community based drinking water
zz The Company works towards sterilisation of stray projects in three tribal hamlets around Mumbai.
animals and reduction of man-animal conflict. More Operated on solar power, the project enhances access
than 1,000 stray animals were sterilised under the to safe drinking water for the villagers and reduces the
initiative. This was made possible with investment drudgery of women.
in enhancement of capacity of animal welfare
organization.
Cautionary Statement
zz MGL has also initiated plantation initiative towards
This document contains statements about expected future
its contribution towards greener planet. Over 1,700
events, financial, and operating results of Mahanagar
saplings have been planted and maintained under the
Gas Limited, which are forward-looking. By their nature,
initiative.
forward-looking statements require the Company to
make assumptions and are subject to inherent risks and
Health uncertainties. There is significant risk that the actual results
zz Under Pandit Deen Dayal Upadhyay Swastha Saarthi may differ from the forward looking statements mentioned
Abhiyaan, MGL has facilitated health check-up of in the Annual Report. Readers are cautioned not to place
20,000 auto rickshaw drivers and taxi drivers in its undue reliance on forward-looking statements.
operational area.
Inauguration of health camp by

Hon’ble Chief Minister Shri. Devendra Fadnavis and MoPNG Minister Shri. Dharmendra Pradhan.
Directors’ Report
To,
The Members,
Your Directors are pleased to present you the Twenty Second Annual Report of the Company (MGL) together with the Audited
Statements of Accounts for the year ended on March 31, 2017.
1. FINANCIAL PERFORMANCE
Your Company registered a turnover of `2,239 Crores during the financial year 2016-17. The Profit after Tax is `394 Crores for
the financial year 2016-17 as compared to `311 Crores for the financial year 2015-16.
The Financial results for the financial year ended March 31, 2017 are summarized below:
PARTICULARS F.Y. 2016-17 F.Y. 2015-16
ìn Crores ìn Crores
a. Revenue from Operations 2,239 2,285
b. Other Income 53 47
c. Profit before Depreciation and Finance cost 697 557
d. Depreciation and Amortisation Expenses 95 83
e. Finance cost 1 2
f. Profit before Tax (PBT) [c-d-e] 601 472
g. Income Tax 207 161
h. Profit after Tax (PAT) for the year [f-g] 394 311
i. Other Comprehensive Income (1) 2
j. Total Comprehensive Income [h+i] 393 313
k. Balance of Profit for earlier years 1,631 1,506
l. Adjustment on conversion of 9% Unsecured Compulsorily Convertible (1) -
Debentures into Equity Shares
m. Balance Available for appropriation (j+k-l) 2,023 1,819
Appropriations :
n. Dividend Paid
Final - FY 2014-15 - 156
Final - FY 2015-16 156 -
Interim - FY 2016-17 78 -
o. Tax on Dividend 48 32
p. Total Appropriations (n+o) 282 188
q. Balance of profit carried in Balance Sheet [m-p] 1,741 1,631
Earnings Per Share (Face value of `10.00 each) - Basic and Diluted (`) 39.83 31.47

Directors’ Report
4. CHANGES IN SHARE CAPITAL

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

paid up capital of the Company as on March 31, 2017
stood at 98,77,77,780 consisting of 9,87,77,778 equity
shares of `10.00 each.
5. STATE OF COMPANY’S AFFAIRS
DIRECTORS’ REPORT
2. APPROPRIATIONS
Your Company’s growth is on fast track and is poised for
DIVIDEND
scaling newer heights, in its chosen areas of operations.
Your Directors are pleased to recommend a final dividend A brief summary of the operations of the company is
of `11.00 per equity share of face value of `10.00 each for provided in the Management Discussion & Analysis
the financial Year 2016-17, subject to the approval of the section forming part of the Annual Report.
shareholders in the ensuing Annual General Meeting.
Return on Capital Employed has increased from 18.70%
The Board of Directors, in its meeting held on February in FY 2015-16 to 21.97% in FY 2016-17 signifying sound
11, 2017 declared an interim dividend of `8.00 per equity return on investment.
share for the financial year 2016-17 and the same has
been paid to all the eligible shareholders as on record
date i.e. February 20, 2017.
The total dividend for the financial year ended March

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

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

Your Company got successfully listed on the BSE Limited Corporate Governance Report forming part of Annual
and National Stock Exchange of India Limited on July 01, Report. Further Details required as per the provisions of
2016. The stake of the promoters, GAIL (India) Limited the Companies Act, 2013 are attached to this report as
and BG Asia Pacific Holdings Pte Limited (ultimately Annexure – I.
owned by Shell Group) reduced to 32.50% pursuant to
Offer for Sale in the IPO. During IPO process, Government 8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
of Maharashtra has acquired additional 9.5% stake and a) APPOINTMENTS
currently, is holding 10% stake in the Company and
balance 25% stake is held by the public. During the financial year 2016-17, Mrs. Radhika
Haribhakti has been appointed as an Additional
7. CORPORATE SOCIAL RESPONSIBILITY (Independent) Director on the Board of the
Company with effect from March 05, 2017 and
The Board of Directors of your Company has constituted shall hold office upto the date of the ensuing
the CSR Committee to help your Company to frame, Annual General Meeting of the company.
monitor and execute the CSR activities of your Company
under its CSR scope. The Committee defines the Based on the recommendation of Nomination
parameters and observes them for effective discharge of and Remuneration Committee, Mr. Jainendar
the social responsibility of your Company. Kumar Jain was re-appointed as an Additional
(Independent) Director on the Board of the
The Board of Directors of your Company has further Company with effect from March 05, 2017 and
approved the CSR Policy of your Company to provide shall hold office upto the date of the ensuing
a guideline for CSR activities of your Company. The CSR Annual General Meeting of the company.
Policy is also uploaded on your Company’s website at
https://www.mahanagargas.com/investors/Policies.aspx Your Company has received Notice under Section
160 of the Companies Act, 2013 together with
requisite deposit from Mr. Jainendar Kumar Jain
proposing his appointment as Independent
Director on the Board of your Company and
from a member proposing the candidature of
Mrs. Radhika Haribhakti for appointment as
Independent Director of the Company. Necessary
resolution seeking approval of the members
for appointment of Mr. Jainendar Kumar Jain
and Mrs. Radhika Haribhakti as Independent
Director(s) has been incorporated in the Notice
of the ensuing Annual General Meeting. The
Independent Directors have given the declarations
that they meet the criteria of independence as
laid down under Section 149(6) of the Companies
Act, 2013.
The Board of Directors in its meeting held on

February 11, 2017, re-appointed Ms. Susmita
Sengupta as Whole Time Director designated as
Technical Director for a period of one year with
effect from February 11, 2017, subject to the
Recognition for CSR - Award received by Technical Director approval of the Shareholders in the forthcoming

Directors’ Report
Annual General Meeting. A separate proposal held on May 26, 2017 approved appointment of
seeking approval of the Members for the re- Mr. Sunil Porwal as Additional Director with effect
appointment of Ms. Susmita Sengupta as an from May 26, 2017 and shall hold office upto the
Whole Time Director of your Company has been date of the ensuing Annual General Meeting of the
incorporated in the Notice of the ensuing Twenty- Company.
Second Annual General Meeting.
In terms of Articles of Association of the Company,
Brief profile of the directors proposed to be the Chairman of the Company is to be nominated
appointed/ re-appointed is annexed to the Notice by the Promoters, on a rotational basis for a
convening Annual General Meeting. period of two years. Accordingly, the tenure of
the Chairman nominated by GAIL (India) Limited
b) CESSATION expired on May 27, 2017. Consequently, Mr. Akhil
Due to expiry of tenure, Dr. Basudeb Sen has ceased Mehrotra, Nominee of BG Asia Pacific Holdings Pte.
DIRECTORS’ REPORT
to act as Director on the Board of the Company with Limited on the Board of the Company, has been
effect from March 05, 2017. The Board of Directors elected as Chairman of your Company with effect
places on record the valuable contribution made from May 28, 2017 for a period of two years.
by him to the growth of the Company, during his
tenure as Director of the Company. d) RETIREMENT BY ROTATION
In terms of Section 152(6) of the Companies Act,
c) CHANGES IN THE BOARD OF DIRECTORS WHICH 2013 and Article 35 of the Articles of Association of
HAVE OCCURRED BETWEEN THE END OF THE your Company, Mr. Akhil Mehrotra, Non-Executive
FINANCIAL YEAR OF THE COMPANY I.E. MARCH Director is liable to retire by rotation at the ensuing
31, 2017 AND THE DATE OF THIS REPORT Annual General Meeting and being eligible, offers
Dr. Ashutosh Karnatak and Mr. Apurva Chandra himself for re-appointment. In the opinion of
have resigned from the position of Directors w.e.f. your Directors, Mr. Akhil Mehrotra has requisite
May 27, 2017 and May 23, 2017 owing to withdrawal qualifications and experience and therefore, your
of their nomination by GAIL (India) Limited and Directors recommend his re-appointment at the
Government of Maharashtra respectively. The ensuring Annual General Meeting.
Board of Directors places on record the valuable
contribution made by them to the growth of the 9. PARTICULARS OF EMPLOYEES
Company, during their tenure as Directors of the The ratio of remuneration of each director to the median
Company. of employees’ remuneration as per Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) of
Mr. Virendra Nath Datt has been nominated by the Companies (Appointment and Remuneration of
GAIL (India) Limited as its Nominee on the Board of Managerial Personnel) Rules, 2014 forms part of the
your Company in place of Dr. Ashutosh Karnatak. Board’s report (Annexure - II).
Accordingly, the Board of Directors in its meeting
held on May 26, 2017 approved appointment of There are no employees who are posted in India
Mr. Virendra Nath Datt as Additional Director with throughout the financial year and in receipt of a
effect from May 28, 2017 and shall hold office upto remuneration of Rupees One Crore and Two Lakhs or
the date of the ensuing Annual General Meeting of more, or posted for part of the year and in receipt of
the Company. Rupees Eight Lakhs and Fifty Thousand or more a
month, under Rule 5(2) of the Companies (Appointment
Mr. Sunil Porwal, Additional Chief Secretary and Remuneration of Managerial Personnel) Rules, 2014.
(Industries), has been nominated by Government
of Maharashtra as its Nominee on the Board of
your Company in place of Mr. Apurva Chandra.
Accordingly, the Board of Directors in its meeting
Directors’ Reports
Report
10. BOARD MEETINGS DURING THE FINANCIAL YEAR 12. CORPORATE GOVERNANCE AND SHAREHOLDERS’
2016 -2017 INFORMATION
The Board of Directors met 6 (Six) times in the Financial Your Company is committed to maintain the highest
Year 2016-17. The details pertaining to the composition, standards of Corporate Governance. Your Company
terms of reference, attendances etc. of the Board of continues to be compliant with the requirements of
Directors of your Company are given in the Report on Corporate Governance as required under SEBI (Listing
Corporate Governance section forming part of this Obligations and Disclosure Requirements) Regulations,
Annual Report. 2015 (‘Listing Regulations’).
11. DIRECTORS’ RESPONSIBILITY STATEMENT : A Report on Corporate Governance as stipulated under

In pursuance of Section 134 (5) of the Companies Act, the Listing Regulations forms part of the Annual Report.
2013, the Directors hereby confirm that: A certificate from the Practicing Company Secretary,
confirming compliance with the conditions of Corporate
(a) in the preparation of the annual accounts, the Governance, as stipulated in the Listing Regulations
applicable accounting standards had been forms part of the Annual Report.
followed along with proper explanation relating to
material departures; 13. BUSINESS RESPONSIBILITY REPORT
(b) the Directors had selected such accounting Report on Business Responsibility as stipulated under
policies and applied them consistently and made the Listing Regulations and any other applicable law for
judgments and estimates that are reasonable the time being in force describing the initiatives taken
and prudent so as to give a true and fair view of by the Management from an environmental, social
the state of affairs of the Company at the end of and governance perspective forms part of this Annual
the financial year and of the profit and loss of the Report.
Company for that period;
14. EXTRACT OF ANNUAL RETURN
(c) the Directors had taken proper and sufficient Extract of Annual Return as prescribed under sub -
care for the maintenance of adequate accounting section (3) of Section 92 and rule 12(1) of the Companies
records in accordance with the provisions of this (Management and Administration) Rules, 2014 in
Act for safeguarding the assets of the Company Form MGT – 9 has been annexed to this Report as
and for preventing and detecting fraud and other Annexure – III.
irregularities;
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
(d) the Directors had prepared the annual accounts WITH RELATED PARTIES
on a going concern basis; The Policy to determine materiality of related party
transactions and dealing with related party transactions
(e) the Directors of the Company had laid down as approved by the Board of Directors is available on
internal financial controls to be followed by the your Company’s website at https://www.mahanagargas.
Company and that such internal financial controls com/investors/Policies.aspx
are adequate and were operating effectively;
During the financial year 2016-17, your Company has not
(f ) the Directors had devised proper systems to ensure entered into transactions with related parties as defined
compliance with the provisions of all applicable under Section 2(76) of the Companies Act, 2013.
laws and that such systems were adequate and
operating effectively. However, your Company has entered into transaction
with parties which falls in the definition of “Related
Parties” defined under Listing Regulations. Details of
transactions with related parties are as set out in Note

Directors’ Reports
Report
No. 32.3 of the Notes to Accounts, forming part of this 22. NOMINATION AND REMUNERATION COMMITTEE
Annual Report. Details regarding the constitution, re-constitution of the
Nomination and Remuneration Committee (NRC) as per
16. MATERIAL CHANGES AND COMMITMENTS the provisions of Companies Act, 2013 along with the
There have been no material changes and commitment dates of Meeting and the Terms of Reference have been
affecting the financial position of the Company occurred entailed in the Report on Corporate Governance. The
between the end of the financial year i.e March 31, 2017 Company follows a policy on remuneration of Directors
and the date of this report. and Senior Management Employees. Details of the same
are given in the Report on Corporate Governance and is
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS available on the website at https://www.mahanagargas.
PASSED BY THE REGULATORS OR COURTS OR c o m / U p l o a d e d Fi l e s / _ M G L- N o m i n a t i o n _ a n d _
TRIBUNAL Remuneration_Policy_329e2e5b7e.pdf.
DIRECTORS’ REPORT
There are no significant and material orders passed by
the Courts or tribunals impacting the going concern 23. STATUTORY AUDITORS
status and the Company’s operation in future. In terms of the provisions of Section 139 of the
Companies Act, 2013 read with the Companies (Audit
18. DEPOSITS and Auditors) Rules, 2014, an audit firm can hold office
The Company has not accepted any deposits pursuant as statutory auditor for two terms of five consecutive
to provisions of the Companies Act, 2013 and rules made years i.e. for a maximum period of ten years. Further, as
thereunder. per the provisions of the Companies Act, 2013, Company
is required to comply with these provisions within three
19. DECLARATION FROM INDEPENDENT DIRECTORS ON years from the commencement of the Companies Act,
ANNUAL BASIS 2013. Accordingly, as per the aforesaid provisions, M/s.
Deloitte Haskin and Sells (DHS), Chartered Accountants,
The Company has received necessary declaration from have served the requisite period as Statutory Auditors
the Independent Directors of the Company under of the Company and shall not be eligible for further
Section 149(7) of the Companies Act, 2013 stating that re-appointment as Statutory Auditors on conclusion of
they meet with the criteria of their Independence laid their term at the ensuing 22nd Annual General Meeting
down in Section 149(6) and provisions of SEBI (Listing of the Company.
Obligations and Disclosure Requirements) Regulations,
2015. The Board of Directors at its Meeting held on May 26,
2017 recommended appointment of M/s. S R B C &
20. AUDIT COMMITTEE Co. LLP, Chartered Accountants, having Registration
Details regarding the constitution, re-constitution of the No. 324982E/E300003 as the Statutory Auditors of the
Audit Committee as per the provisions of Companies Act, Company to hold office for a period of five years from
2013 and the SEBI (Listing Obligations and Disclosure the conclusion of the forthcoming 22nd Annual General
Requirements) Regulations, 2015 along with the dates of Meeting until the conclusion of the 27th Annual General
Meeting and the Terms of Reference have been entailed Meeting of the Company, subject to ratification by
in the Report on Corporate Governance. members at every Annual General Meeting.
21. STAKEHOLDERS RELATIONSHIP COMMITTEE In this regard, your Company has received a certificate
from the auditors to the effect that if they are
Details regarding the constitution, re-constitution of
appointed, it would be in accordance with the provisions
the Stakeholders’ Relationship Committee as per the
of Companies Act, 2013.
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.
Directors’ Report
24. SECRETARIAL AUDITOR The Nomination and Remuneration Committee (NRC)

Pursuant to Section 204 of the Companies Act, 2013, in its meeting held on February 11, 2017, designated
the Board of Directors had appointed M/s. Mehta & Mr. Arun Balakrishnan, the Chairman of NRC as the
Mehta, Practicing Company Secretaries, for conducting Lead Director for discussing and soliciting the views
Secretarial Audit of the Company and accordingly the of the group and summarizing the collective views
said firm carried out Secretarial Audit for the Financial in the questionnaire for the purpose of performance
Year 2016-17. The Secretarial Audit Report for the evaluation for the financial year 2016-2017. The
financial year ended March 31, 2017 is annexed herewith Independent Directors in its separate meeting prepared
as Annexure - IV to this Report. a report on performance evaluation of Individual
Directors (including Chairperson, independent and
25. COST AUDITOR non-independent directors), Board as a whole and
Board Committees and submitted it to the Chairman for
M/s. Dhananjay V. Joshi & Associates, Cost Auditors, were perusal.
appointed as Cost Auditor for the audit of cost records
maintained by the Company for the financial year ended 27. VIGIL MECHANISM
March 31, 2016. The Cost Audit Report was filed by the
Cost Auditors on September 16, 2016 within the due In compliance with requirements of the provisions of
date. In respect of the Financial Year ended on March 31, Section 177(9) & (10) of the Companies Act, 2013 and
2017, M/s. Dhananjay V. Joshi & Associates, Cost Auditors, as per Regulation 22 of the SEBI (Listing Obligations
were re-appointed. The due date for filing the Cost Audit and Disclosure Requirements) Regulations, 2015, your
Report is September 27, 2017 (within 180 days from the Board of Directors at its meeting held on March 26,
end of financial year). 2015 approved the establishment of Vigil Mechanism
to ensure that appropriate systems and procedures to
26. FORMAL ANNUAL EVALUATION curb opportunities for any sort of corrupt and unethical
practices are in place.
Pursuant to the provisions of the Companies Act, 2013
and in compliance with the requirements of SEBI (Listing This vigilance directive aims to set-out a structured,
Obligations and Disclosure Requirements) Regulations, efficient and effective vigilance mechanism in the
2015, the Board has carried out the annual performance organization to cover both preventive and punitive
evaluation of its own performance, the Directors approaches in this regard. The policy on Company’s Vigil
individually as well as the evaluation of the working of Mechanism may be accessed on the Company’s website
its Committees. The Board of Directors have laid down at the link https://www.mahanagargas.com/investors/
the manner for carrying out an annual evaluation of its Policies.aspx.
own performance, its various Committees and individual
directors pursuant to the provisions of the Companies 28. DIVIDEND DISTRIBUTION POLICY
Act, 2013 and the Listing Regulations. These guidelines
were further revised by the Board based on the Guidance As per Regulation 43A of the SEBI (Listing Obligations
Note issued by SEBI. and Disclosure Requirements) Regulations, 2015, the
Company has formulated a Dividend Distribution
Policy and the same has been approved by the Board
of Directors on February 11, 2017 which endeavours for
fairness, consistency and sustainability while distributing
profits to the shareholders. The Dividend Distribution
Policy is annexed hereto as Annexure - V and has also
been disclosed on the Company’s website.

Directors’ Report
29. CHANGES IN ARTICLE OF ASSOCIATION OF THE 32. APPRECIATION AND ACKNOWLEDGEMENT:

COMPANY Your Directors take this opportunity to place on record
The Shareholders in its 21st Annual General Meeting held their appreciation and sincere thanks to the Ministry
on September 26, 2016 approved and adopted new set of Petroleum & Natural Gas, Government of India,
of Articles of Association of the Company. Petroleum & Natural Gas Regulatory Board, Government
of Maharashtra (GOM), Municipal Corporations of
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT Greater Mumbai, Navi Mumbai, Thane, Mira-Bhayander,
OF WOMEN AT WORKPLACE (PREVENTION, Kalyan-Dombivali, Raigad, other State and Central
PROHIBITION AND REDRESSAL) ACT, 2013 Government Authorities, Mumbai Metropolitan Regional
Development Authority (MMRDA), Maharashtra
The Company had constituted an Internal Complaints
Industrial Development Corporation (MIDC), Police
Committee in compliance with requirements of the
and Fire Brigade Authorities, Bankers, Contractors,
Sexual Harassment of Women at Workplace (Prevention,
Consultants, Consumers and Local Citizens for their
DIRECTORS’ REPORT
Prohibition and Redressal) Act, 2013. The members
whole hearted support and co-operation. The Board
of this committee include representatives from the
also records their appreciation to its Stakeholders - GAIL
Company and external experts/NGOs.
(India) Limited, Shell Group and GOM for their support
and to the employees of the Company for their devotion,
Your Directors further state that during the year under
dedication and hard work for efficient operations
review, there were no cases filed pursuant to the
and implementation of projects while maintaining
provisions of the said Act.
momentum of your Company’s growth.
31. CONSERVATION OF ENERGY, TECHNOLOGY,
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information in accordance with the provisions of
Section 134(3)(m) and Rule 8 of Companies (Accounts) For and on behalf of the Board of Directors
Rules, 2014 is annexed hereto as Annexure – VI.
Place: Mumbai (Akhil Mehrotra)

Date: August 09, 2017 Chairman
Directors’ Report
ANNEXURE -I
REPORT ON CSR ACTIVITIES The following are the members of the CSR committee:
zz A brief outline of the Company’s Corporate Social
Responsibility Policy, including overview of projects 1. Mrs. Radhika Haribhakti, Independent Director
or programs proposed to be undertaken and a (Chairperson).
reference to the web-link to the CSR policy and 2. Mr. Raj Kishore Tewari, Independent Director
projects or programs.
3. Mr. Rajeev Mathur, Managing Director
Mahanagar Gas Limited (MGL) has revised its CSR Policy 4. Ms. Susmita Sengupta, Whole Time Director
during the year 2014 to align it with the guidelines
formulated by the Companies (Corporate Social Note: Mrs. Radhika Haribhakti was appointed as Chairperson
Responsibility Policy) Rules, 2014. with effect from March 21, 2017; and Mr. Raj Kishore Tewari
was appointed as Member with effect from July 20, 2017.
In accordance with the vision of the Company, MGL’s
CSR initiatives will supplement its contribution in The Committee had 1 (One) meeting during the year 2016-17.
environment protection, development of healthy and
enlightened citizens, social upliftment and sustainable Average profit of the company for last three financial years
community development through its service, conduct under Section 198 of Companies Act, 2013 is ` 453.26 crores.
and social initiatives.
The CSR Policy and Annual CSR Plan for the Financial zz Prescribed CSR Expenditure (two per cent of the
Year were approved by the Board of Directors and is average profit mentioned above)
uploaded on MGL website. Copy of CSR Plan for 2016-17 zz The prescribed CSR expenditure of the company for
is attached to this report. the financial year 2016-17 was `9.09 Crores.
The Policy provides for an annual CSR budget of 2% zz Details of amount spent on CSR activities during the
of its average net profit during the three immediately financial year.
preceding financial years which will be utilized as under: zz `4.69 Crores were spent during the financial year
2016-17.
- Community Initiatives ---- 90%
- Natural Calamity/Relief Fund for zz Amount unspent: `4.4 Crores.
welfare of SC, ST, OBC, minorities ----- 5%
- Training & Development of CSR personnel -----5% Of the budget of `9.09 Crores for CSR activities for
financial year 2016-17, `4.69 Crores was utilized in the
An allocation of 90% of the total CSR budget will be for financial year. During the year, foundation for a number
Community initiatives in the thrust areas specified in the of new CSR projects were laid. Some of these projects
Schedule VII of Companies Act, 2013. started midyear, owing to logistics arrangements and
therefore part of the project fund was disbursed this
The implementation, monitoring and evaluation of CSR year while remaining will be disbursed in next financial
projects will be as per the guidelines in the Companies year. Some of the agencies with whom we partnered
(Corporate Social Responsibility Policy) Rules 2014. for execution of the projects were unable to fully
utilize the funds allocated while some other required
zz The Composition of the CSR Committee. time extension for achieving better outcomes. Some
infrastructure projects sanctioned by the board required
The Committee is constituted of the Managing Director, comprehensive preliminary works like soil investigation,
Whole Time Director (Technical Director) and two site survey, hiring contractors, etc. which resulted in
Independent Directors. stunted fund disbursal. These projects would be ramped
up in the subsequent years after gauging impact of the
initiatives.

Directors’ Report
ANNEXURE -I
The CSR Committee confirms that the implementation and the monitoring policy is in compliance of the CSR objectives and
Policy of the Company.
zz 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
DIRECTORS’ REPORT
projects or on projects or
programs programs
were (2) Overheads
undertaken
1. Installation of HVAC Local Area 200.00 6000000 18000000 Bai Jerbai Wadia
in Bai Jerbai Wadia Hospital for
Hospital for Children Children
– a grade II B Heritage
Structure.
2. Pandit Deen Dayal Local Area 118.55 9769500 9769500 Vansampad
Upadhyay Swasth Bahuudeshiya
Saarthi Abhiyaan Mandal
3. Health Camps Health Care and Local Area 13.32 172800 172800 Shree Chaitanaya
Sanitation Seva Trust
4. Health Camps Local Area 1.00 100000 100000 Jai Sainath Trust
5. Community Based Local Area 6.50 455000 455000 Bombay South
Drinking Water Project Rotary Charitable
Trust
6. Community Based Local Area 5.82 407369 407369 Savali Charitable
Drinking Water Project Trust
7. Swach Bharat Abhiyaan Local Area 44.19 18382 18382 Direct
Expenditure
Directors’ Report
ANNEXURE -I
(1) (2) (3) (4) (5) (6) (7) (8)

programs programs
were (2) Overheads
undertaken
8. Holistic Development Local Area 16.00 288004 1488004 Magic Bus India
of Children from Foundation
the marginalized
communities (Slums)
(Project 2014 – 15)
9. MGL Unnati program for Local 50.00 1633000 4933000 CSRL
mentoring meritorious Education and
students from employment
economically weaker enhancing
sections for prestigious vocational Skills
engineering institutions
(Batch 2015 -16)
10. MGL Komal Jivan Local Area 47.1431 2041200 3402000 Shelter Don
Rehabilitation and Bosco
outreach program for
street children
(Project 2015 -16)

Directors’ Report
ANNEXURE -I
(1) (2) (3) (4) (5) (6) (7) (8)

programs programs
were (2) Overheads
undertaken
DIRECTORS’ REPORT
11. MGL Muskaan (Holistic Local Area 20.11475 861770 1027995 Aarambh
Slum Development Charitable Trust
initiative with
education focus)
Project 2015-16
12. Mini Science Centers Local 8.76 875774 875774 Direct
Expenditure
13. Installation of computer Local 11.00 985443 985443 Direct
Lab in MCGM School Expenditure
14. Computer Instructor for Local 1.50 112500 112500 Shelter Don
MCGM School Bosco
15. Infrastructure support Local 2.40 90803 90803 Direct
Education and
to schools Expenditure
employment
16. Holistic Development enhancing Local 18.50 1745219 1745219 Magic Bus India
of Children from vocational Skills Foundation
the marginalized
communities (Slums)
(Project 2015 - 16)
17. MGL Muskaan (Holistic Local Area 4.98 249000 249000 Aarambh
Slum Development Charitable Trust
initiative with
education focus)
Project 2016-17
18. Equipping primary and Local Area 11.722 468880 468880 Aseema
pre-primary sections Charitable Trust
19. Classroom blocks Local Area 52.50 123625 123625 Direct
school Expenditure
Directors’ Report
ANNEXURE -I
(1) (2) (3) (4) (5) (6) (7) (8)

programs programs
were (2) Overheads
undertaken
20. MGL Unnati program for Local 75.00 5250000 5250000 CSRL
mentoring meritorious
students from
economically weaker
sections for prestigious
engineering institutions
(Batch 2016 -17)
21. Value Based Education Local Area 7.55 604000 604000 Urivi Vikram
for students in their Charitable Trust
growing adolescence
22. MGL Hunar (Skills Education and Local Area 30.3169 2388327 2905245 Don Bosco Yuva
Development Initiative employment Sansthan
2015-16) enhancing
vocational Skills
23. MGL Hunar (Skills Local Area 30.15 1215000 1845000 National Yuva
Development Initiative Cooperative
2015-16) Society
24. MGL Hunar (Skills Local Area 9.21 441463 441463 Don Bosco Yuva
Development Initiative Sansthan
2016-17)
25. Scholarships to trainees Local Area 3.2 12000 12000 Direct
Expenditure
26. MGL - Hirwal Gas Local Area 32.68 1334000 1334000 Hirwal Education
Plumbing School Trust
27. MGL We Share Local Area 217.22 7196935 21227216 Animal Matters
(For infrastructure To Me - Mumbai
and programmatic Environment/
intervention for Flora / Fauna
sterilization of stray Sustainability
animals and treatment of
critical cases 2015 - 16)

Directors’ Report
(1) (2) (3) (4) (5) (6) (7) (8)

programs programs
were (2) Overheads
undertaken
DIRECTORS’ REPORT
28. Support towards Local Area 1.98 138600 138600 Kai. Appasaheb
plantation and Khanvilkar Gram
maintenance of 1200 Vikas Dharmada
saplings Environment/ Nyas
Flora / Fauna
29. Support towards Sustainability Local Area 2.42 60563 60563 Don Bosco Yuva
plantation and Sansthan
maintenance of 500
saplings
30. Family counselling Promoting Local Area 43.57 344533 3612883 Stree Mukti
centers for countering Gender Social Sangathana
domestic violence Equality and
(2014-15) Empowering
Women
31 Mid Term Evaluation Training & Local Area 22.00 219076 2083730 Tata Institute of
and Impact Assessment Capacity Social Science
of CSR project Building of CSR
32. Other Administrative personnel & 41.10 1256936 1256936 Direct Expense
Expenses Administrative
Expenses
The Company’s Policy on Corporate Social Responsibility can be accessed at our website https://www.mahanagargas.com/
investors/Policies.aspx.
Sd/- Sd/- Sd/-

(Technical Director) (Managing Director) (Chairman - CSR Committee)
Directors’ Report
ANNEXURE -II
Sr. Name of Director (Executive) Directors’ Remuneration Employee Median Ratio

No. (` In lakhs) Remuneration (` In lakhs)
1 Mr. Rajeev Mathur, 74.70 10.98 6.803:1
Managing Director
2 Ms. Susmita Sengupta, 370.75 10.98 33.766:1
Whole Time Director
Note: Ratio of remuneration is not considered for Non-Executive Directors.
The percentage increase in remuneration of each Director, Employee Employee Designation % increase on
Chief Financial Officer, Company Secretary, if any, in the No. Name CTC in 2016-17
financial year.
1003 Sunil Ranade CFO 8%
1732 Alok Mishra Company 8% + 5%*
Secretary &
Compliance
officer
*Promoted with effect from July 01, 2016
The percentage increase in the median remuneration of Median Remuneration Increase for eligible employees during
employees in the financial year. the Financial Year is 7.42% (including S level)
The number of permanent employees on the rolls of As on Permanent Fixed Term

Total
company. March 31, 2017 Employees Contract (FTC)
487 30 517
Average percentile increase already made in the salaries Eligible Employees percentage 7.91% (Average
of employees other than the managerial personnel in the increase in 2016-17 excluding SMG increment actual paid)
last financial year. and KMP
And its comparison with the percentile increase in the Percentage Increase in 2016-17 for 8.0%
managerial remuneration and justification thereof and SMG and KMP (including CFO, SVP
point out if there are any exceptional circumstances for (Comm), SVP (O & M), SVP (Constrn),
increase in the managerial remuneration VP (HR & CC) and Company Secretary
& Compliance officer
It is affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

Directors’ Report
ANNEXURE -III
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2017
[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 L40200MH1995PLC088133
2 Registration Date May 08, 1995
3 Name of the company Mahanagar Gas Limited
4 Category Company limited by Shares
DIRECTORS’ REPORT
5 Sub Category of the Company Indian Non – Government Company
6 Whether listed company (Yes/No) Yes
7 Address of the registered office and contact details MGL House, Block G-33,
Bandra-Kurla Complex,
Bandra (E),Mumbai – 400051
Tel. No. +9122- 6678 5000
Fax. No. +9122- 2652 8925
8 Name, address and contact details of registrar and M/s. Link Intime India Private Limited
transfer agents, if any C 101, 247 Park, LBS Marg, Vikhroli (West)
Mumbai – 400 083, Maharashtra, India
Tel. No. +9122 – 4918 6000
Fax. No. +9122 - 4918 6060
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. Name and Description of Main Product / Services NIC of the Product % of total turnover
No. of the Company
1 The Company operates presently in the business of City Gas 3520 99.27%
Distribution. The Company earns revenue by selling Natural Gas.
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. Name and Address of the CIN/GIN Holding/Subsidiary of % of shares held Applicable
No. Company the Company Section
NOT APPLICABLE
Directors’ Report
ANNEXURE -III
IV. SHAREHOLDING PATTERN as on March 31, 2017(Equity Share Capital Breakup as percentage of Total Equity)
(I) Category wise Shareholding
Category of No. of Shares held at the beginning No. of Shares held at the end % Change
Shareholders of the year of the year during
the year
Demat Physical Total % of Total Demat Physical Total % of
Shares Total
Shares
A. PROMOTERS
1. Indian
a. Individual - 30 30 0.0001 - 0 0 0.00 -0.0001
(negligible)
b. Central Govt. - - - - - - - - -
c. State Govt. - - - - - - - - -
d. Bodies 44449960 - 44449960 49.7528 32102740 - 32102740 32.50 -17.2528
Corporate
e. Bank / FI - - - - - - - - -
f. Any Other - - - - - - - - -
Sub Total – A (1) 44449960 30 44449990 49.7528 32102740 - 32102740 32.50 -17.2528
2. Foreign
a. NRI – - - - - - - - - -
Individuals
b. Other - - - - - - - - -
Individuals
c. Body Corporate 44449960 - 44449960 49.7528 32102710 - 32102710 32.50 -17.2529
d. Bank / FI - - - - - - - - -
e. Any Others - - - - - - - - -
Sub Total – A(2) 44449960 - 44449960 49.7528 32102710 - 32102710 32.50 -17.2529
Total Share Holding 88899920 30 88899950 99.5057 64205450 - 64205450 65.00 -34.5058
of Promoters (1+2)
B. Public
Shareholding
1. Institution
a. Mutual Funds - - - - 5287227 - 5287227 5.3526 5.3526
b. Banks/FI - - - - 68476 - 68476 0.0693 0.0693
c. Central Govt. - - - - - - - - -
d. State Govt. - 441600 441600 0.4943 9877778 - 9877778 10.00 9.5057

Directors’ Report
ANNEXURE -III
the year
Shares Total
Shares
e. Venture Capital - - - - NIL - - - -
f. Insurance Co. - - - - 2578515 - 2578515 2.6104 2.6104
g. FIIs - - - - - - - - -
h. Foreign - - - - 9683175 - 9683175 9.8030 9.8030
Portfolio
DIRECTORS’ REPORT
Corporate
i. Foreign venture - - - - NIL - - - -
Capital Fund
j. Others - - - - - - - - -
Sub – Total B (1) - 441600 441600 0.4943 27495171 - 27495171 27.8353 -
2. Non –
Institution
a. Body Corporate - - - - 553600 - 553600 0.5604 0.5604
b. Individual
i. Individual - 50 50 0.0001 5078254 701 5078955 5.1418 5.1417
Shareholders
holding
nominal share
capital upto
` 1,00,000
ii. Individual - - - - 450739 0 450739 0.4563 0.4563
shareholders
holding
nominal share
capital in excess
of ` 1,00,000
c. Others
i. NRI (Rep) - - - - 150151 - 150151 0.1520 0.1520
ii. NRI (Non – Rep) - - - - 28168 - 28168 0.0285 0.0285
iii. Trust - - - - 401935 - 401935 0.4069 0.4069
iv. In Transit - - - - - - - - -
v. Hindu - - - - 262408 - 262408 0.2657 0.2657
Undivided
Family
Directors’ Report
ANNEXURE -III
the year
Shares Total
Shares
vi. Foreign - - - - 1450 - 1450 0.0015 0.0015
Portfolio
Investor
(Individual)
vii. Clearing - - - - 149751 - 149751 0.1516 0.1516
Member
Sub - Total B (2) - 50 50 0.0001 7076456 701 7077157 7.1647 7.1646
Net Total (1+2) - 441650 441650 0.4944 34571627 701 34572328 35.00
Shares held by Custodian for GDRs & ADRs
Promoter and - - - - - - - - -
Promoter Group
Grand total (A+B+C) 88899920 441680 89341600 100.00 98777077 701 98777778 100.00
(ii) Shareholding of Promoters:
Sr. Shareholder’s Name Shareholdings at the beginning Shareholdings at the end

No. of the year of the year
No. of % of % of Shares No. of % of total % of Shares % Change in
Shares total pledged / shares shares pledged / shareholding
shares encumbered of the encumbered during
of the to total Company to total the year
Company shares hares
1 GAIL (India) Limited 44449960 49.75% - 32102740 32.50% - -17.25%
2 BG Asia Pacific 44449960 49.75% - 32102710 32.50% - -17.25%
Holdings PTE Limited

Directors’ Report
ANNEXURE -III
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)
Sr. Name of the Shareholder Shareholding at the beginning Transactions during Cumulative Shareholding at
No. & Type of Transaction of the year - 2016 the year the end of the year - 2017
No. of % of total Date of No. of No. of % of total
Shares held Shares of the transaction Shares Shares held Shares of the
Company Company
1 GAIL (India) Limited 44449960 49.75% - - 44449960 49.75
Transfer May 30, 30 44449990 49.75
2016
Dilution through Offer for June 29, -12,347,250 32102740 32.50
DIRECTORS’ REPORT
Sale 2016
At the end of the year 32102740 32.50
2 BG Asia Pacific Holdings PTE 44449960 49.75% - - 44449960 49.75
Limited
Dilution through Offer for June 29, -12,347,250 32102710 32.50
Sale 2016
(iv) Shareholding pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
No. of Shares % of total Date of No. of No. of Shares % of total
held Shares of the transaction Shares held Shares of the
Company Company
1 Governor of Maharashtra 441600 0.50 - - 441600 0.50
Conversion of CCDs into June 07, 9436178 9877778 10
equity shares 2016
At the end of the year - - 9877778 10
2 Birla Sun Life Trustee 0 0 - - 0 0
Company Private Limited
A/C Birla Sun Life Equity
Fund
Transfer 30 Jun 2016 397933 397933 0.4029
Transfer 29 Jul 2016 -94063 303870 0.3076
Transfer 12 Aug 2016 -6840 297030 0.3007
Transfer 09 Sep 2016 121000 418030 0.4232
Transfer 07 Oct 2016 151400 569430 0.5765
Transfer 14 Oct 2016 116900 686330 0.6948
Transfer 21 Oct 2016 1500 687830 0.6963
Directors’ Report
ANNEXURE -III
Company Company
Transfer 28 Oct 2016 158200 846030 0.8565
Transfer 04 Nov 2016 3120 849150 0.8597
Transfer 25 Nov 2016 8100 857250 0.8679
Transfer 02 Dec 2016 100000 957250 0.9691
Transfer 23 Dec 2016 50000 1007250 1.0197
Transfer 30 Dec 2016 13780 1021030 1.0337
Transfer 13 Jan 2017 -22500 998530 1.0109
Transfer 20 Jan 2017 7400 1005930 1.0184
Transfer 27 Jan 2017 26603 1032533 1.0453
Transfer 03 Feb 2017 45997 1078530 1.0919
Transfer 10 Feb 2017 679000 1757530 1.7793
Transfer 17 Feb 2017 251000 2008530 2.0334
Transfer 10 Mar 2017 20000 2028530 2.0536
Transfer 31 Mar 2017 -18165 2010365 2.0352
3 Franklin India Smaller 0 0 - - 0 0
Companies Fund
Transfer 30 Jun 2016 380724 380724 0.3854
Transfer 08 Jul 2016 -30594 350130 0.3545
Transfer 15 Jul 2016 127402 477532 0.4834
Transfer 22 Jul 2016 245391 722923 0.7319
Transfer 29 Jul 2016 160307 883230 0.8942
Transfer 05 Aug 2016 678792 1562022 1.5813
Transfer 07 Oct 2016 -50000 1512022 1.5307
Transfer 28 Oct 2016 -79201 1432821 1.4505
Transfer 18 Nov 2016 -19120 1413701 1.4312
Transfer 25 Nov 2016 -28681 1385020 1.4022
Transfer 06 Jan 2017 -45340 1339680 1.3563
Transfer 13 Jan 2017 -12360 1327320 1.3437
Transfer 20 Jan 2017 -9000 1318320 1.3346
Transfer 24 Mar 2017 -9455 1308865 1.3251
Transfer 31 Mar 2017 -52699 1256166 1.2717

Directors’ Report
ANNEXURE -III
Company Company
4 Goldman Sachs India 0 0 - - 0 0
Limited
Transfer 30 Jun 2016 118746 118746 0.1202
Transfer 15 Jul 2016 695341 814087 0.8242
Transfer 22 Jul 2016 209197 1023284 1.0359
Transfer 29 Jul 2016 93554 1116838 1.1307
DIRECTORS’ REPORT
Transfer 05 Aug 2016 284812 1401650 1.419
Transfer 21 Oct 2016 164500 1566150 1.5855
Transfer 10 Feb 2017 -374279 1191871 1.2066
5 Eastspring Investments India 0 0 - - 0 0
Equity Open Limited
Transfer 30 Jun 2016 244965 244965 0.248
Transfer 05 Aug 2016 310808 555773 0.5626
Transfer 19 Aug 2016 140565 696338 0.705
Transfer 26 Aug 2016 374179 1070517 1.0838
Transfer 02 Sep 2016 156384 1226901 1.2421
Transfer 30 Sep 2016 118231 1345132 1.3618
Transfer 07 Oct 2016 54531 1399663 1.417
Transfer 02 Dec 2016 -66367 1333296 1.3498
Transfer 23 Dec 2016 -74548 1258748 1.2743
Transfer 03 Feb 2017 -11411 1247337 1.2628
Transfer 10 Feb 2017 -124818 1122519 1.1364
Transfer 17 Feb 2017 -26180 1096339 1.1099
Transfer 24 Feb 2017 -29609 1066730 1.0799
6 UTI-Dividend Yield Fund 0 0 - - 0 0
Transfer 30 Jun 2016 264085 264085 0.2674
Transfer 08 Jul 2016 429915 694000 0.7026
Transfer 05 Aug 2016 108200 802200 0.8121
Transfer 26 Aug 2016 260643 1062843 1.076
Transfer 02 Sep 2016 9000 1071843 1.0851
Transfer 09 Sep 2016 90157 1162000 1.1764
Transfer 30 Sep 2016 -72000 1090000 1.1035
Transfer 02 Dec 2016 -18000 1072000 1.0853
Transfer 09 Dec 2016 -18000 1054000 1.067
Transfer 23 Dec 2016 -45000 1009000 1.0215
Directors’ Report
ANNEXURE -III
Company Company
7 Stichting Depositary APG 0 0 - - 0 0
Emerging Markets Equity
Pool
Transfer 02 Sep 2016 501500 501500 0.5077
Transfer 09 Sep 2016 224000 725500 0.7345
8 Somerset Small Mid Cap EM 0 0 - - 0 0
All Country Fund LLC
Transfer 14 Oct 2016 149151 149151 0.151
Transfer 21 Oct 2016 149543 298694 0.3024
Transfer 28 Oct 2016 90129 388823 0.3936
Transfer 04 Nov 2016 62212 451035 0.4566
Transfer 11 Nov 2016 40760 491795 0.4979
Transfer 02 Dec 2016 -19348 472447 0.4783
Transfer 23 Dec 2016 161200 633647 0.6415
9 Max Life Insurance 0 0 - - 0 0
Company Limited A/C -
Ulif00125/06/04 Lifegrowth
104 - Growth Fund
Transfer 30 Jun 2016 64042 64042 0.0648
Transfer 08 Jul 2016 593409 657451 0.6656
Transfer 22 Jul 2016 8500 665951 0.6742
Transfer 05 Aug 2016 -14821 651130 0.6592
Transfer 26 Aug 2016 -51000 600130 0.6076
Transfer 02 Sep 2016 -13339 586791 0.5941
Transfer 09 Sep 2016 76508 663299 0.6715
Transfer 16 Sep 2016 -8936 654363 0.6625
Transfer 04 Nov 2016 -19067 635296 0.6432
Transfer 11 Nov 2016 1800 637096 0.645
Transfer 18 Nov 2016 -16000 621096 0.6288
Transfer 25 Nov 2016 -1959 619137 0.6268
Transfer 06 Jan 2017 24026 643163 0.6511
Transfer 03 Feb 2017 -24026 619137 0.6268
Transfer 17 Feb 2017 -18000 601137 0.6086

Directors’ Report
ANNEXURE -III
Company Company
Transfer 24 Feb 2017 -30000 571137 0.5782
Transfer 03 Mar 2017 -66862 504275 0.5105
10 Sbi Life Insurance Co. Ltd 0 0 - - 0 0
Transfer 30 Jun 2016 364634 364634 0.3691
Transfer 12 Aug 2016 25000 389634 0.3945
DIRECTORS’ REPORT
Transfer 19 Aug 2016 -444 389190 0.394
Transfer 26 Aug 2016 -1460 387730 0.3925
Transfer 09 Sep 2016 16196 403926 0.4089
Transfer 07 Oct 2016 -11567 392359 0.3972
Transfer 14 Oct 2016 35000 427359 0.4326
Transfer 21 Oct 2016 -8990 418369 0.4235
Transfer 28 Oct 2016 -69472 348897 0.3532
Transfer 02 Dec 2016 -20000 328897 0.333
Transfer 30 Dec 2016 18119 347016 0.3513
Transfer 06 Jan 2017 45000 392016 0.3969
Transfer 24 Feb 2017 -5000 387016 0.3918
Transfer 31 Mar 2017 95000 482016 0.488
(v) Shareholding of Directors and Key Managerial Personnel
Sr. Shareholdings at the beginning Shareholdings at the end

For each of the Directors and KMP
No. of the year of the year
No. of % of total shares No. of % of total shares
Name of the Director / KMP
Shares of the Company Shares of the Company
1 Alok Mishra 0 0 484 Negligible
Company Secretary & Compliance Officer
2 Sunil M. Ranade 0 0 449 Negligible
Chief Financial Officer
Directors’ Report
ANNEXURE -III
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
(` in lakhs)
Particulars Secured Loans Unsecured Loans Deposits Total
excluding Deposits Indebtedness
Indebtedness at the beginning of the year
1. Principal Amount - 498.34 - 498.34
2. Interest due but not paid - - - -
3. Interest accrued but not paid - - - -
Total of (1+2+3) - 498.34 - 498.34
Change in the Indebtedness during the year
+ Additions (including interest) - 1.01 - 1.01
- Reduction - (229.32) - (229.32)
Net Change - (228.31) - (228.31)
Indebtedness at the end of the year
1. Principal Amount - 270.03 - 270.03
2. Interest due but not paid - - - -
3. Interest accrued but not due - - - -
Total of (1+2+3) - 270.03 - 270.03
VI. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Remuneration to Managing Director and Whole Time Director (Technical Director)
Sr. Particulars of Remuneration Name of the Managing Director and
No. Whole Time Director
Mr. Rajeev Mathur Ms. Susmita Sengupta
Managing Director Whole Time Director
1 Gross Salary 74,70,238 3,70,74,694
*Secondment charges paid to promoters &
expenses of MD paid by MGL
(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) ` 74,70,238 ` 3,70,74,694
Ceilings as per Act 5% of the net profits of the Company
* Note:-
i) Mr. Rajeev Mathur and Ms. Susmita Sengupta are getting remuneration / salary from their respectively employer’s i.e.
GAIL & BGAPH. Your Company has paid the amount of ` 54,85,670 and ` 3,70,74,694 to the promoters, i.e. GAIL & BGAPH
respectively as secondment charges as both the Directors are not the employees of the Company.
ii) Secondment charges paid to GAIL does not include bachelor accommodation provided to the Managing Director by MGL,
Telephone Expenses, Electricity Expenses, Gas Expenses & club facility used for the entertainment of guests.

Directors’ Report
ANNEXURE -III
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 2016-17.
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 2015-16.
Following are the details of Commission paid to the following Independent Directors for the Financial Year 2015-16:
DIRECTORS’ REPORT
Sr. Name of the Director Number Amount Chairmanship held for Committee meetings Total
No. of payable Amount
Board Audit Amount IPO Amount Nomination Amount Corporate Amount
meetings Payable Payable and Payable Social Payable
attended Remuneration Responsibility
1 Dr. Basudeb Sen 2 1.00 -- 0.00 -- 0.00 -- 0.00 -- 0.00 1.00

2 Mr. Jainendar Kumar Jain 4 2.00 3 0.30 2 0.20 -- 0.00 -- 0.00 2.50
3 Mr. Santosh Kumar 6 3.00 -- 0.00 -- 0.00 -- 0.00 2 0.20 3.20
4 Mr. Arun Balakrishan 5 3.00 2 0.20 -- 0.00 5 0.50 -- 0.00 3.70
5 Mr. Raj Kishore Tewari 5 3.00 -- 0.00 -- 0.00 -- 0.00 -- 0.00 3.00
Total 12.00 0.50 0.20 0.50 0.20 13.40
Following are the details of Commission paid to the following Independent Directors for the Financial Year 2016-17:
Sr No Name of the Number Amount Chairmanship held for Committee meetings Total
Director of Board payable Amount
meetings Audit Amount IPO Amount Nomi- Amount Corporate Amount Stake- Amount PRBC Amount
attended Payable Payable nation Payable Social Res- Payable holders Payable Payable
& Remu- ponsibility Relationship
neration
1 Dr. Basudeb Sen 3 1.50 - 0.00 - 0.00 - 0.00 - 0.00 1 0.10 -- 0.00 1.60
(Director upto
March 04, 2017)
2 Mr. Jainendar Kumar Jain 5 3.00 5 0.50 3 0.30 - 0.00 - 0.00 -- 0.00 -- 0.00 3.80
3 Mr. Santosh Kumar 6 3.00 - 0.00 - 0.00 - 0.00 1 0.10 -- 0.00 11 1.10 4.20
4 Mr. Arun Balakrishnan 6 3.00 1 0.10 - 0.00 3 0.30 - 0.00 -- 0.00 -- 0.00 3.40
5 Mr. Raj Kishore Tewari 6 3.00 - 0.00 - 0.00 - 0.00 - 0.00 -- 0.00 -- 0.00 3.00
6 Mrs. Radhika Haribhakti 1 0.50 - 0.00 - 0.00 - 0.00 - 0.00 -- 0.00 -- 0.00 0.50
(appointed as Director
w.e.f. March 05, 2017)
14.00 0.60 0.30 0.30 0.10 0.10 1.10 16.50
The Commission for the financial year 2016-17 was approved in the Board Meeting held on May 26, 2017 and was paid on June
28, 2017.
Directors’ Report
ANNEXURE -III
D) Remuneration paid to Key Managerial Personnel (other than MD and WTD) (` in Lakhs)
Sr. Particulars of Remuneration Name of Key Managerial Personnel Total

No.
Mr. S. M. Ranade Mr. Alok Mishra
Chief Financial Officer Company Secretary &
Compliance Officer
1. Gross Salary
(a) Salary as per provisions contained in Section 17(1) 67.82 29.38 97.2
of the Income tax Act, 1961
(b) Value of perquisites u/s 17(2) of the Income Tax 0.66 - 0.66
Act, 1961
(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 3.46 1.51 4.97
Total 71.94 30.89 102.83

Directors’ Report
ANNEXURE -IV
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017
[Pursuant to Section 204(1) of the Companies Act, 2013 and the Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, (v) The following Regulations and Guidelines prescribed

Mahanagar Gas Limited, under the Securities and Exchange Board of India Act,
MGL House, Block No. G-33, 1992 (‘SEBI Act’):-
Bandra Kurla Complex, Bandra (East),
Mumbai – 400051. a. The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
DIRECTORS’ REPORT
We have conducted the secretarial audit of the compliance Regulations, 2011;
of applicable statutory provisions by Mahanagar Gas Limited
(hereinafter called “the Company”). Secretarial audit was b. The Securities and Exchange Board of India
conducted in a manner that provided us a reasonable basis (Prohibition of Insider Trading) Regulations, 2015;
for evaluating the corporate conducts / statutory compliances
and expressing our opinion thereon. c. The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Based on our verification of the Company’s books, papers, Regulations, 2009;
minutes books, forms and returns filed and other records
maintained by the Company and also the information d. The Securities and Exchange Board of India (Share
provided by the Company, its officers, agents and authorized Based Employee Benefits) Regulations, 2014
representatives during the conduct of secretarial audit, we (during the year under review not applicable to
hereby report that in our opinion, the Company has, during the the Company);
audit period covering the financial year ended on 31st March,
2017, complied with the statutory provisions listed hereunder e. The Securities and Exchange Board of India (Issue
and also that the Company has proper Board processes and and Listing of Debt Securities) Regulations, 2008
compliance mechanism in place to the extent, in the manner (during the year under review not applicable to
and subject to the reporting made hereinafter: the Company);
We have examined the books, papers, minute books, forms and f. The Securities and Exchange Board of India
returns filed and other records maintained by the Company for (Registrars to an Issue and Share Transfer Agents)
the financial year ended on 31st March, 2017 according to the Regulations, 1993 regarding the Companies Act
provisions of: and dealing with client;
(i) The Companies Act, 2013 (‘the Act’) and the rules made g. The Securities and Exchange Board of India
there under; (Delisting of Equity Shares) Regulations, 2009
(during the year under review not applicable to
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) the Company); and
and the rules made there under;
h. The Securities and Exchange Board of India
(iii) The Depositories Act, 1996 and the Regulations and Bye- (Buyback of Securities) Regulations, 1998 (during
laws framed there under; the year under review not applicable to the
Company);
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made there under to the extent of
Foreign Direct Investment;
Directors’ Report
ANNEXURE -IV
(vi) Petroleum and Natural Gas Regulatory Board Act, 2006; All decisions of the Board are carried through unanimously.
As per the records provided by the Company, none of the
(vii) Gas Cylinder Rules, 2004; member of the Board dissented on any resolution passed at
the meeting.
(viii) The Electricity Act and rules and regulations made
thereunder; We further report that there are adequate systems and
processes in the company commensurate with the size and
(ix) Maharashtra Fire Prevention & Life Safety Measure Act, operations of the company to monitor and ensure compliance
2006; with applicable laws, rules, regulations and guidelines.
(x) The Environment Protection Act, 1986; We further report that during the audit period, the Company
had the following specific events / actions having a major
(xi) Air (Prevention and Control of Pollution) Act, 1981; bearing on the Company’s affairs in pursuance of the above
referred laws, rules, regulations, guidelines, standards, etc.
(xii) Water (Prevention and Control of Pollution) Act, 1974;
i. The Shares Allotment Committee of Directors in its
(xiii) Hazardous Wastes (Management Handling and Trans meeting held on June 07, 2016, passed a resolution for
boundary Movement) Rules, 2008; conversion of 94,36,178 9% Unsecured Compulsorily
Convertible Debentures of `10.00 into 94,36,178 equity
(xiv) The Legal Metrology Act, 2009; shares of `10.00 each credited as fully paid up.
We have examined compliance with the applicable clauses of ii. On July 01, 2016, the entire share capital of the Company
the following: consisting of 98,777,778 equity shares of face value
`10.00 each of the Company were listed and admitted
a) Secretarial Standards issued by the Institute of Company to dealing on the Exchange of BSE Limited and National
Secretaries of India; Stock Exchange of India Limited in the list of ‘B’ Group
Securities.
b) Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, For Mehta & Mehta,
2015 (Applicable from July 01, 2016) Company Secretaries
(ICSI Unique Code P1996MH007500)
During the period under review the Company has complied
with the provisions of Act, Rules, Regulations, Guidelines etc. Sd/-
mentioned above. Dipti Mehta
Partner
We further report that: FCS No : 3667
The Board of Directors of the Company is duly constituted CP No. : 3202
with proper balance of the Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the Place : Mumbai
composition of the Board of Directors that took place during Date : May 26, 2017
the period under review were carried out in compliance with
the provisions of the Act. Note: This report is to be read with our letter of even date
which is annexed as ‘ANNEXURE A’ and forms an integral part
Adequate notice is given to all directors to schedule the Board of this report.
Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance, and a system exists for seeking and
obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at
the meeting.

Directors’ Report
ANNEXURE -A
To,
Mahanagar Gas Limited,
MGL House, Block No. G-33,
Bandra Kurla Complex, Bandra (East),
Mumbai – 400051.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are
DIRECTORS’ REPORT
reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our
opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of corporate laws, rules, regulations, standards is the responsibility of management. Our
examination was limited to the verification of procedures on test basis.
6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.
For Mehta & Mehta,

Company Secretaries
Sd/-
Dipti Mehta
Partner
FCS No : 3667
CP No. : 3202
Place : Mumbai
Date : May 26, 2017
Directors’ Report
ANNEXURE-V
Dividend Distribution Policy
Preamble zz Possibilities of alternate usage of cash, e.g. capital

The Securities Exchange Board of India (SEBI) on July 08, expenditure, M&A opportunities with potential to create
2016 has notified the SEBI (Listing Obligations and Disclosure greater value for shareholders.
Requirements) (Second Amendment) Regulations, 2016 zz Providing for unforeseen events and contingencies with
(Regulations). financial implications.
Vide these Regulations, SEBI has inserted Regulation 43A after zz Contingent liabilities
Regulation 43 of SEBI (LODR) Regulations, 2015, which requires
the Company to frame and adopt a Dividend Distribution The Board may declare interim dividend(s) as and when
Policy, which shall be disclosed in its Annual Report and on considered fit, and recommend final dividend to the
its website. shareholders for their approval in the general meeting of the
Company. The Board may additionally recommend special
Accordingly, this Dividend Distribution Policy has been dividend in special circumstances.
approved and adopted by the Board of Directors of the
Company at its meeting held on February 11, 2017. Internal and external factors that shall be considered for
declaration of dividend
Circumstances under which the shareholders may expect The decision regarding dividend pay-out is a crucial decision
dividend as it determines the amount of profit to be distributed among
The Equity Shareholders of the Company may expect an shareholders and amount of profit to be retained in business.
annual dividend if the Company is having surplus funds after The Board of Directors will endeavour to take a decision with
providing all expenses, depreciation etc. and after complying an objective to enhance shareholders wealth and market
with related requirements of the Companies Act, 2013 and value of the shares. However, the decision regarding pay-out is
under other statutes. Company’s sustainability of business, subject to several factors and hence, any optimal policy in this
position of Reserves to handle unforeseen financial impact and regard may be far from obvious.
immediate expansion plans shall also be important factors to
be considered for taking the dividend decision. The Dividend pay-out decision will depend upon certain
external and internal factors as follows:
The financial parameters that shall be considered while
declaring dividend External Factors:
The factors considered while arriving at the quantum of State of Economy - in case of uncertain or recessionary
dividend will include: economic and business conditions, Board will endeavour
to retain larger part of profits to build up reserves to absorb
zz Reasonable consistency to be maintained in dividend future shocks.
pay-out ratio, except in cases of abnormal change in
profit for the year. Government policies & Regulation - when Policies and
Regulations are favourable to the business, dividend pay-out
zz Current year profits and outlook in line with the can be liberal. However, in case of unfavourable Policies &
development of internal and external environment. Regulations, Board may resort to a conservative dividend pay-
zz Operating cash flows and treasury position keeping in out in order to conserve cash outflows.
view the debt to equity ratio.
Statutory & other Restrictions - The Board will keep in
zz Any cash reserves to be created either mandatory or mind the restrictions imposed by the Companies Act, other
voluntary. applicable Statutes, Lenders with regard to declaration of
dividend.

Directors’ Report
ANNEXURE-V
Internal Factors: Utilisation of retained earnings :
Apart from the external factors aforementioned, the Board The profits retained in business may be used for corporate
will take into account various internal factors while declaring actions in accordance with applicable laws and for investments
Dividend, which inter alia will include: towards growth of the business. The Company may choose to
retain a part of its profits and distribute the balance among
(i) Profits earned during the year; its shareholders as dividend. The Board of Directors will aim to
balance between all these needs.
(ii) Present & future Capital requirements of the existing
businesses;
Parameters that shall be adopted with regard to various
(iii) Plan for Business Acquisitions; classes of share
(iv) Expansion / Modernization of existing businesses / The Company does not have different classes of shares. In case
assets; the Company issues Preference shares, equity dividend shall
(v) Contingent Liabilities stand second in priority.
DIRECTORS’ REPORT
(vi) Any other factor as deemed fit by the Board.
The Board of Directors shall review the policy, as and when
need arises.
Directors’ Report
ANNEXURE -VI
CONSERVATION OF ENERGY: Gas Gensets are installed at gas receiving stations (Mahape,
A) Steps taken for conservation and utilizing alternate Taloja and Ambernath) and MGL owned CNG station at Owala,
sources of energy : Thane to provide electrical power back up.
Your Company has implemented a number of energy Installation of Gas Genset at MGL CNG station at Thane and one
conservation measures at various operating installations more station to power CNG compressor (as primary electrical
and CNG stations. It includes successful implementation power source) is being planned.
of cascades of water capacity of 3000 liters to reduce the
frequency of start-stop of the compressor, thereby improving High wattage premise lights have been replaced by low
efficiency and also implementation of cascades of water wattage LED lamps at CGS, Sion reducing electricity
capacity of 4500 litres, for transportation from mother station consumption by 50%.
to daughter booster station through cascade carrying vehicles,
to reduce the frequency of movements of cascade carrying An Energy Conservation unit has been installed at MGL House,
vehicles. Further use of Type III composite cylinder cascades Bandra-Kurla Complex, which has brought about 14-15%
of 10000 liters WC is being explored to reduce frequency of reduction in energy consumption on account of lighting load.
movements of cascade carrying vehicles.
Continuous efforts are put to maintain electrical power factor
This has resulted in considerable savings and contributions to at CNG stations at desired level to achieve efficient use of
environmental improvements. electric energy.
Solar Power Plant of 17KW installed at CGS, Wadala, and Your Company has also taken various initiatives like
20KW at MGL Office, Mahape has been commissioned and development of compact DRS, improvement in the technical
successfully catering to the electrical lighting load of the specification of flexible hose used for domestic connections
office building. A 20 KW Solar power plant has been recently in high rise buildings, standardization in usage of materials
installed and taken into service at CGS,Taloja. (to facilitate effective management of inventory) like GI pipes,
Service Regulators and RCC tiles.
Similarly, such Solar Power Plants are installed at MGL office
at Ambernath (10 KW) and MSRTC, Khopat, Thane (5 KW). The B) Capital investment on energy conservation
plant work has started at NMMT, Turbe and is expected to be equipment’s:
completed by September 2017.
Your Company has spent `16.9 Lakhs for Solar Power Plant
At Mahape office, a natural gas-based fuelled generator set at CGS, Taloja and finalized PO of `7.35 Lakhs for Solar Power
has been commissioned generating sufficient power as the Plant at CGS, Ambernath.
primary source (of power) for the office building wherein
the grid power is now consumed only as the secondary or
backup source. The exhaust heat emission of this Gas Genset
contributes to the air-conditioning of the same building by
being utilized for the newly installed vapor absorption chiller
in-built with a heat recovery feature. This is a showcase of
clean and green initiative.

Directors’ Report
ANNEXURE-VI
TECHNOLOGY ABSORPTION:
Sr. Particulars Current Year Previous Year

No. 2016-17 2015-16
1 Research and Development (R&D)
A Specific areas in which (a) Continuity with development of : (b) Continuity with development of :
R&D carried out by the
Company zz AMR system for Domestic and zz Supervisory Control and Data
Commercial customers. Acquisition (SCADA) System.
zz DRS with metering system. zz Compact DRS.
zz Compact underground DRS with zz Standardization of materials (ERW GI
butterfly valves. pipes, Service Regulators, RCC tiles).
DIRECTORS’ REPORT
zz Usage of multi-layered composite pipes zz Full review of technical specifications in
as a replacement of copper pipes. process.
zz Practical and cost effective data logger zz Design of PNG riser and lateral system
in DRS. in high-rise building with height more
than 120 metres.
zz Replacement of higher sizes of
diaphragm gas meters with RPD meters zz Replacement of conventional crimping
(which has better accuracy) fitting with injection moulded transition
fitting.
zz Usage of ultrasonic meters and thermal
mass meters for Commercial customers.
zz Standardization of usage of materials
(ERW GI pipes, PE pipes).
zz Full review of technical specifications in
process.
zz Design of PNG riser and lateral system
in high-rise building with height more
than 120 metres.
zz Replacement of conventional crimping
fitting with injection moulded transition
fitting.
Directors’ Report
ANNEXURE -VI

No. 2016-17 2015-16
B Benefits derived as a result zz Improvement in the existing business zz Improvement in the existing business
of the above R&D processes and working standards of a processes and working standards of a
City Gas Distribution Project. City Gas Distribution Project.
zz Facilitating better gas balancing of zz Development of Natural Gas Market.
network.
zz Safe and effective operation of Gas
zz Development of Natural Gas Market. Supply Network.
zz Safe and effective operation of Gas zz Cost saving and Energy saving.
Supply Network.
zz Effective inventory management.
zz Cost saving and energy saving.
zz Effective inventory management.
C Future plan of action zz Standardization of usage of PE pipes. zz Standardization of usage of PE pipes.
zz Continuing vendor development zz Continuing vendor development
(Regulators, Gas Meters, etc.) (Regulators, Gas Meters, PE pipes, etc).
zz Review feasibility of providing PNG / zz Further development of SCADA system.
CNG to remote locations through LCNG
facilities. zz Review feasibility of providing PNG /
CNG to remote locations through LCNG
facilities.
D Expenditure on R&D :
a) Capital
b) Recurring `11,58,000.00 (for Ceasar-II software) Nil
c) Total
d) Total R&D
expenditure as a
percentage of total
turnover

Directors’ Report
ANNEXURE -VI

No. 2016-17 2015-16
2 Technology absorption, adaptation and innovation
A Efforts, in brief, made zz Further development of Standards, zz Further development of Standards,
towards technology Specifications and Operating Specifications and Operating
adaptation and innovation Procedures (from Shell Group), adapted Procedures (from BG Group), adapted
for local implementation. for local implementation.
B Benefits derived as a result of the above efforts e.g. Product Improvement, Cost Reduction, Product Development, Import
Substitution, etc.
zz Safe operation of Gas Supply Network. zz Safe operation of Gas Supply Network.
Import substitution by development Import substitution by development of
DIRECTORS’ REPORT
zz zz
of indigenous vendor for supply of indigenous vendor for supply of Service
Diaphragm Gas Meters and AMR Regulators.
systems.
zz Growth strategy.
zz 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 Ceasar-II software Nil
(b) Year of import 2016 N.A.
(c) Has technology been fully Yes N.A.
absorbed?
(d) If not fully absorbed, areas N.A N.A.
where this has not taken
place, reasons therefore
and future plans of action
3 Foreign Exchange Earning and Outgo
Current Year Previous Year
(` in Crores) (ìn Crores)
Total Foreign Exchange NIL NIL
Earned
Total Foreign 92.30 86.00
Exchange outgo
Business Responsibility Report (BRR)
for FY 2016-17
Section A: General Information about the Company.
1 Corporate Identity Number (CIN) L40200MH1995PLC088133

2 Name of the Company Mahanagar Gas Limited
3 Registered address MGL House, Block G-33, Bandra- Kurla Complex, Bandra (E),
Mumbai-400051.
4 Website www.mahanagargas.com
5 E-mail id [email protected]
6 Financial Year reported 2016-17
7 Sector(s) that the Company is engaged in (industrial activity The Company operates presently in the business of City Gas
code-wise) Distribution. National Industrial Classification code of the
Product is 3520.
8 List three key products/services that the Company Supply and Distribution of Natural Gas in the city of Mumbai
manufactures/provides (as in balance sheet) including its adjoining areas and Raigad district.
9 Total number of locations where business activity is
undertaken by the Company
(a) Number of International Locations (Provide details of --
major 5) i. Corporate Office in BKC, Mumbai and
(b) Number of National Locations ii. City Gate Stations (CGS) at:-
a) Wadala, Mumbai
b) Mahape, Navi Mumbai
c) Ambernath, Thane
d) Taloja, Raigad
10 Markets served by the Company – Local / State / National / Local
International
Section B: Financial details of the Company
1 Paid up Capital (INR) ` 9,877.78 lakhs
2 Total Turnover (INR) ` 2,22,274.67 lakhs (Sale of Natural Gas including excise duty)
3 Total profit after taxes (INR) ` 39,342.75 lakhs
4 Total Spending on Corporate Social Responsibility (CSR) as The Company has spent `468.60 lakhs, which is 1.03% of
percentage of profit after tax (%) average net profit of the last 3 years, calculated in the manner
specified in Section 135 of the Companies Act, 2013 and
Rules made there under.
5 List of activities in which expenditure in 4 above has been • Health Care and Sanitation.
incurred:- • Education and employment enhancing vocational Skills.
• Environment / Flora / Fauna Sustainability.
• Promoting Gender Social Equality and Empowering
Women.
• Training & Capacity Building of CSR personnel &
Administrative Expenses.

Section C: Other Details

1. Does the Company have any Subsidiary Company/ Companies?
Mahanagar Gas Limited (MGL) does not have any subsidiary company.
2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate
the number of such subsidiary company(s).
Not Applicable.
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the
BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%,
More than 60%]
No, none of the entity / entities with whom Company does business participates in the BR initiatives of the Company.
However, such entities may be having BR initiatives of their own which they may be following. GAIL (India) Limited, promoter
of the Company and the major gas suppliers i.e IOCL, BPCL, HPCL and ONGC are required to undertake the BR activities and
release their own dedicated Business Responsibility Report.
Section D: BR Information
1. Details of Director/Directors responsible for BR:
a. Details of the Director/Director responsible for Rajeev Mathur, Managing Director

implementation of the BR policy/policies. DIN: 03308185
b. Details of the BR head Rajeev Mathur, Managing Director
DIN: 03308185
Telephone Number: 022 6678 5000
BRR
Email ID: [email protected]
2. Principle-wise (as per NVGs) BR Policy / policies:
The National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business released by the
Ministry of Corporate Affairs has adopted nine areas of Business Responsibility and the same are being followed in MGL.
Principle 1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
Principle 2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
Principle 3 Businesses should promote the wellbeing of all employees.
Principle 4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized.
Principle 5 Businesses should respect and promote human rights.
Principle 6 Businesses should respect, protect, and make efforts to restore the environment.
Principle 7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
Principle 8 Businesses should support inclusive growth and equitable development.
Principle 9 Businesses should engage with and provide value to their customers and consumers in a responsible manner.
Sr. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No
1 Do you have a policy/ policies for.... Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in consultation with the relevant All the policies have been formulated in
stakeholders? consultation with the Management of the
Company and approved by Competent Authority
in the Organization. i.e Board of Directors.
3 Does the policy conform to any national / international standards? If Yes, the Policies conform to the applicable national
yes, specify? (50 words) and international standards.
4 Has the policy being approved by the Board? If yes, has it been signed Y Y Y Y Y Y Y Y Y
by MD/ owner/ CEO/ appropriate Board Director?
5 Does the company have a specified committee of the Board/ Director/ Yes, the officers of respective departments of the
Official to oversee the implementation of the policy? Company oversee the implementation of Policy.
6 Indicate the link for the policy to be viewed online? Ref Ref Ref Ref Ref Ref Ref Ref Ref
$ & & $ & & $ & &
7 Has the policy been formally communicated to all relevant internal Y Y Y Y Y Y Y Y Y
and external stakeholders?
8 Does the company have in-house structure to implement the policy/ Y Y Y Y Y Y Y Y Y
policies.
9 Does the Company have a grievance redressal mechanism related to Y Y Y Y Y Y Y Y Y
the policy/ policies to address stakeholders’ grievances related to the
policy/ policies?
10 Has the company carried out independent audit/ evaluation of the The Company proposes to periodically carry out
working of this policy by an internal or external agency? independent audit / evaluation of policy by a
designated agency.
Principle wise index:

P1 – Code of Conduct for Board Members and Senior Management Personnel, Whistle Blower Policy and Vigil Mechanism Policy.
P2– Contract and Procurement Manual, Natural Gas Sourcing Policy, Code of Conduct for Suppliers, and Quality Policy.
P3 – Human Resources Policies.
P4 – Corporate Social Responsibility Policy.
P5 – Prevention of Sexual Harassment at Workplace, Grievance Redressal Policy.
P6 – Health, Safety and Environment Policy
P7 – Code of Conduct and Code of Practices & Procedures for fair disclosure of Unpublished Price Sensitive Information.
P8 – Corporate Social Responsibility Policy and Health, Safety and Environment Policy
P8 –Corporate Communication Policy, Policy on Information Technology, Corporate Logo Usage guidelines
$: https://www.mahanagargas.com/investors/Policies.aspx
&: Policy is available on the Company’s intranet portal, which is accessible to all employees.

(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
Sr. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No
1 The company has not understood the Principles
2 The company is not at a stage where it finds itself in a position to
formulate and implement the policies on specified principles
3 The company does not have financial or manpower resources
available for the task Not Applicable
4 It is planned to be done within next 6 months
5 It is planned to be done within the next 1 year
6 Any other reason (please specify)
3. Governance related to BR:

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO assess the BR
performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.
MGL being in the energy sector realizes the importance of sustainable growth and need for judiciously utilizing the
planet’s depleting natural resource. The Board of Directors constitute the representatives from our promoter i.e GAIL
(India) Limited and BG Asia Pacific Holdings Pte. Limited and representative of Government of Maharashtra, which all
put sustainability high on the Board agenda. Our Board reviews Company’s sustainability performance on continual
basis and is inherent part of corporate functions.
(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How
BRR
frequently it is published?
The Company got listed on July 01, 2016 and as mandated by SEBI, the Company is releasing its first Business
Responsibility Report for the Financial Year 2016-17 which forms part of the Annual Report for FY 2016-17. The same is
available on the website of the Company and can be accessed at www.mahanagargas.com
Section E: Principle-wise Performance
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
1. Does the policy relating to ethics, bribery and corruption cover only the Company? Does it extend to the Group /
Joint Ventures / Suppliers / Contractors / NGOs / Others?
The Company has believed in adhering to the best corporate governance practice to ensure protection of interest of all
Stakeholders. As a result, the Company has been voluntarily adopting the Corporate Governance practice much before
the listing of its shares on the Stock Exchanges. The Company has in place a Code of Conduct for Board Members, Senior
Management Personnel and Managerial Personnel. Annual affirmation for compliance of the Code of Conduct is obtained
from each of the Board Members, Senior Management and Managerial Personnel. The Company is in process of formulation
of a separate Code of Conduct for its employees. The values and the commitment to ethical business practice is also binding
on all the Suppliers, Contractors, other external agencies of the Company. MGL does not have any Joint Venture, Subsidiary
or Associate Company.
The Company has a robust and effective Whistle blower Policy which aims to deter and detect actual or suspected
misconduct. The Company through this Whistle Blower Policy is committed to providing an avenue to its employees for
timely raising / reporting serious concerns with any aspect of the Company’s work. This mechanism also provides for
adequate safeguards against victimisation of employees who avail the mechanism. Any of the Employees can forward
their concern under whistle Blower Policy in writing directly addressed to the Chairman, Audit Committee. The Company
also has in place a Vigilance Mechanism policy and the same may be accessed on the website of the Company at
https://www.mahanagargas.com/UploadedFiles/_56_MGL-Vigilance_Directive_68b18bb05b.pdf
2. How many stakeholder complaints have been received in the past financial year and what percentage was
satisfactorily resolved by the management?
Stakeholders Complaints Received Complaints Resolved Complaints
during FY 2017 during FY 2017 Resolved (%)
Investor’s Complaints 108 108 100%
Vendor/Contractor’s Complaints Nil NA NA
Employees Nil NA NA
Public (received through CPGRAM) 149 149 100%
Principle 2: Businesses should provide goods and services (b) Reduction during usage by consumers (energy,
that are safe and contribute to sustainability throughout water) has been achieved since the previous
their life cycle. year?
MGL is supplying Natural Gas, which is a cleaner fuel
1. List up to three of your products or services whose thereby leading to a transition to the low carbon
designs have incorporated social or environmental growth. Use of CNG today is reducing vehicular
concerns, risks and/ or opportunities. emissions by about 1400 tons per day, making a
Supply and Distribution of Natural Gas. significant improvement in City’s environment. As
Natural Gas is the most benign fossil fuel, this has
2. For each such product, provide the following details led to reduction of emissions at customers end.
in respect of resource use (energy, water, raw material
etc.) per unit of product(optional): A Solar Power Plant of 17KW at CGS, Wadala,
and 20KW at MGL Office, Mahape, has been
(a)
Reduction during sourcing/production/ commissioned and successfully catering to the
distribution achieved since the previous year electrical lighting load of the office building.
throughout the value chain? A 20 KW Solar power plant has been recently
The Company is in business of supplying and installed and taken into service at City Gate Station,
distribution of Natural Gas to its customers through Taloja. An Energy Conservation unit has been
pipeline and CNG stations that is environment installed at MGL House, Bandra-Kurla Complex,
friendly, reliable, economical and safe. MGL has which has brought about 14-15% reduction in
adopted the best practices and safety principles as energy consumption on account of lighting load.
per international standards. The Senior Management Personnel of the Company
use car running on CNG and even the pooled
The system of supplying Natural Gas is supported vehicles and emergency vehicles run on CNG.
by SCADA system with central control system i.e
SCADA Control Room for overall monitoring.

3. Does the company have procedures in place for The nature of business being supply and distribution
sustainable sourcing (including transportation)? of natural gas, our operations consume minimal raw
material and resources and generate minimal waste. The
(a) If yes, what percentage of your inputs was Company has a documented procedure for generation,
sourced sustainably? Also, provide details handling, storage and disposal of various types of
thereof, in about 50 words or so. hazardous waste as per the consent to operate granted
The Ministry of Petroleum and Natural Gas (MoPNG) to City Gate Stations at Sion, Mahape, Ambernath and
allocates natural gas, an environmentally benign Taloja by Maharashtra Pollution Control Board, Mumbai.
fuel for the entire requirement of CNG and domestic Assets like Desktops, Laptops, Printers and Storage are
PNG under Administered Price Mechanism (APM) given back under buyback to the vendor, who supplies
and Panna Mukti Tapti Agreements. As per the new assets. Cartridges are remanufactured and reused
MoPNG Guidelines, the Company has access to in our printers.
cost effective domestic natural gas equal to 110%
of our CNG and domestic PNG requirements. Principle 3: Businesses should promote employee well-being
For our industrial and commercial PNG consumers, 1. Please indicate the total number of employees.
the Company sources Regasified Liquefied Natural 487 Permanent Employees and 30 Fixed Term Contract
Gas (RLNG), again a clean fuel from a number of (as on March 31, 2017)
sources, both on term and spot basis. The Company
has entered into renewed framework agreements 2. Please indicate the Total number of employees hired
for Spot RLNG with suppliers to source Spot RLNG on temporary/contractual/casual basis.
in a competitive manner, and address the daily and The total numbers of employees hired on temporary/
seasonal fluctuations in gas demand. As a result contractual/casual basis: 1754
of this comprehensive gas sales pricing policy,
the Company successfully maintained its margins, 3. Please indicate the Number of permanent women
BRR
despite considerable fluctuation in Spot RLNG employees.
prices during the year. Number of permanent women employees: 49
4. Please indicate the Number of permanent employees

4. Has the company taken any steps to procure goods
with disabilities.
and services from local & small producers, including
Number of permanent employees with disabilities: Nil
communities surrounding their place of work?
5. Do you have an employee association that is
If yes, what steps have been taken to improve their
recognized by management.
capacity and capability of local and small vendors?
Yes, Company has one recognized employee association
i.e Petroleum Employee Union.
The Company follows a transparent least price tendering
approach for procurement. MGL selects its vendors
6. What percentage of your permanent employees are
based on carefully designed evaluation criteria for each
members of this recognized employee association?
good and services to be procured. In this procurement
16.43% of the permanent employees are members of
process, an equal opportunity is given to the local
this recognized employee association.
vendors as well as to any other small vendors, and as
applicable they are invited for the tendering process.
7. Please indicate the Number of complaints relating
to child labour, forced labour, involuntary labour,
5. Does the company have a mechanism to recycle
sexual harassment in the last financial year and
products and waste? If yes what is the percentage of
pending, as on the end of the financial year.
recycling of products and waste (separately as <5%,
5-10%, >10%). Also, provide details thereof, in about
50 words or so.

Sr. Category No of complaints filed No of complaints pending as at

No. during the financial year the end of the financial year
1 Child labour/forced labour/ involuntary labour Nil NA
2 Sexual harassment Nil NA
3 Discriminatory employment Nil NA
8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last
year?
Category Safety (No. of employees) Skill Upgradation (No. of employees)

Permanent Employees 242 400
Permanent Women Employees 10 31
Casual/Temporary/Contractual Employees 1754 --
Employees with Disabilities NA NA
Principle 4: Businesses should respect the interests of, and 3. Are there any special initiatives undertaken by
be responsive towards all stakeholders, especially those the Company to engage with the disadvantaged,
who are disadvantaged, vulnerable and marginalised. vulnerable and marginalised stakeholders? If so,
provide details thereof, in about 50 words or so.
1. Has the company mapped its internal and external MGL has been continuously contributing in social
stakeholders? Yes/No investments primarily in the areas of Education, Skills
Yes, the Company has mapped its various key internal Development, Health and Sanitation and Women
and external stakeholders which include investors, empowerment. MGL has also initiated community
customers, employees, suppliers, vendors, Government based drinking water projects in 3 tribal hamlets around
Bodies, communities and public at large and employs Mumbai. Under Pandit Deen Dayal Upadhyay Swastha
various mechanisms and practices for engaging with Saarthi Abhiyaan, MGL has facilitated health check-up
them for fruitful dialogue and continued relationship. of 20000 auto rickshaw drivers and taxi drivers in its
MGL regularly engages with its community stakeholder operational area. Under MGL Aarogya, the Company
group, including those falling under disadvantaged, has facilitated health check-up of 122 auto rickshaw
vulnerable and marginalized category, in our area and taxi drivers in Mumbai. We also extended support
of operations at Mumbai and its adjoining areas to for installation of HVAC at Bai Jerbai Wadia Hospital for
understand and respond to community needs in an Children.
effective manner.
MGL Komal Jivan is an initiative designed for welfare
2. Out of the above, has the Company identified of street children – such children whose cries and pain
the disadvantaged, vulnerable and marginalised are lost amidst the hustles and bustles of the city. We
Stakeholders? have adopted a multidimensional effort towards holistic
Yes, the Company has mapped disadvantaged, development of such children who due to a complex
vulnerable and marginalized stakeholders, and is mix of domestic, economic or social disruption find
actively working with them towards inclusive growth. As themselves in the streets and vulnerable to multitude of
part of MGL’s CSR initiatives, Company is running health abuses.
care, education, and promoting gender Social Equality
and empowering Women projects for marginalized At MGL, we have catalyzed reforms and identified role
communities. of 3 E’s in shaping the community around. MGL through
its community outreach programmes and initiatives

continue to contribute and focus on Education, MGL is committed to the Health and Safety of all its
Environment and Empowerment thereby fostering employees, the employees of our contractors and other
the philosophy of taking care of the community for a stakeholders who may be affected by the Company’s
sustainable tomorrow. operations. The Company considers its contractors as
business partners and expects them to adhere to the
Principle 5: Businesses should respect and promote human Company’s HSSE standards. Coaching and assistance is
rights. provided to the business partners as and when required.
1. Does the policy of the company on human rights 2. Does the company have strategies/ initiatives to
cover only the company or extend to the Group/Joint address global environmental issues such as climate
Ventures/Suppliers/Contractors/NGOs/Others? change, global warming, etc.? Y/N. If yes, please give
Yes, the policies of the Company relating to Human hyperlink for webpage etc.
Rights are all encompassing and thorough, and all The Company is in business of distribution of the
contractors and suppliers are expected to follow them Natural Gas, which is the cleaner form of fuel compared
comprehensively. The Company had constituted an to the other fuels. MGL understands its role and
Internal Complaints Committee in compliance with responsibility of mitigating the effects of climate change
requirements of the Sexual Harassment of Women and is committed to the environmental protection.
at Workplace (Prevention, Prohibition and Redressal) The objectives and goals of the Company include its
Act, 2013. The members of this committee include contribution towards reduction of pollution in and
representatives from the company and external experts/ around Mumbai and beyond.
NGOs. MGL is an equal opportunity employer and
does not discriminate based on gender, caste, race or 3. Does the company identify and assess potential
religion. MGL does not have any Group / Joint Ventures / environmental risks? Y/N
Subsidiary / Associate Companies.
Yes, the Company identifies and assesses potential
environmental risk. MGL has identified all environmental
BRR
2. How many stakeholder complaints have been
aspects within the defined scope of the Environmental
received in the past financial year and what percent
Management System i. e. at CGS - Sion, Ambernath,
was satisfactorily resolved by the management?
Mahape and Taloja for its activities, products and
No complaints regarding breach of Human Rights were services that it can control and those that it can
received during this year. influence, and their associated impacts, considering life
cycle perspective. The Company has a couple of sources
Principle 6: Businesses should respect, protect, and make and four gas receiving points, thereby minimizing the
efforts to restore the environment. chances of interruption of gas supply.
1. Do the policies related to Principle 6 cover only the

4. Does the company have any project related to Clean
Company or extends to the Group / Joint Ventures /
Development Mechanism? If so, provide details
Suppliers / Contractors / NGOs / Others?
thereof, in about 50 words or so. Also, if yes, whether
Health, Safety & Environment (HSE) policy of the Company any environmental compliance report is filed?
is applicable to all employees and stakeholders involved
The environment is both a brand image as well as a core
in the MGL’s business. MGL does not have any Group /
area of focus for Mahanagar Gas Limited. In addition to the
Joint Ventures / Subsidiary / Associate Companies. MGL
process and procedures that the Company has in place,
is accredited to OHSAS 18001:2007 for Occupational
to meet the requirements of ISO-14001 accreditation,
Health & Safety Management System, and this year
every year the Company celebrates World Environment
ISO 14001:2004 has been upgraded to ISO 14001:2015 for
Day wherein the employees rededicate themselves
Environment Management System and ISO 9001:2008
to protect the environment and promote the benefits
for Quality Management System which are being
of natural gas to improve the environment through
audited regularly at par with international requirements.
public awareness campaigns. Towards environment
compliance, a new initiative of rain water harvesting 2. Have you advocated/lobbied through above
work has also been completed at CGS Mahape, Taloja associations for the advancement or improvement of
and Ambernath. public good?
Yes/No; if yes specify the broad areas (drop box:
5. Has the company undertaken any other initiatives Governance and Administration, Economic Reforms,
on – clean technology, energy efficiency, renewable Inclusive Development Policies, Energy security,
energy, etc. Y/N. If yes, please give hyperlink for web Water, Food Security, Sustainable Business Principles,
page etc. Others)
The company has installed Solar Panels in some of
its Administration Buildings to reduce collective No. Company’s Senior Management represent the
dependence on electricity. Also use of LED lights and Company in various industry forums. They understand
Gas generators working on Natural gas at Offices their responsibility while representing MGL in such
and City Gate Stations saves significance amount of associations. They engage in constructive dialogues and
electricity and combat greenhouse gases emissions. discussions and refrain from influencing public policy
MGL has implemented and upgraded Environmental with vested interests.
Management System standard of ISO14001:2015. The
Company has installed Rain Water Harvesting System at Principle 8: Businesses should support inclusive growth
City Gate Stations to reuse the rain water for Fire Hydrant and equitable development.
System and other activities inside the CGS. As a part of
green initiative, Company has developed many Online 1. Does the Company have specified programmes /
Modules for uploading and auto sending the various initiatives / projects in pursuit of the policy related to
reports which have reduced consumption of paper. Principle 8? If yes, provide details thereof.
MGL’s primary focus for CSR activities are on Education,
6. Are the Emissions/Waste generated by the company Empowerment, Environment and Health Care. All
within the permissible limits given by CPCB/SPCB for activities undertaken by the Company are in concurrence
the financial year being reported? to activities specified in schedule VII of the Companies
Yes the emissions/waste generated by the Company Act, 2013. Some of the major CSR initiatives of the
for the Financial Year 2016-17 are within the regulatory organization are:-
defined limits.
Education
7. Number of show cause/ legal notices received from zz MGL Unnati:- Flagship CSR initiative of the company
CPCB/SPCB which are pending (i.e. not resolved to which mentors youths from socio-economically
satisfaction) as on end of Financial Year. underprivileged communities and prepares them
to appear for competitive engineering entrance
During the year 2016-17, there were no show cause /
examination. 30 students are being provided free
legal notices from CPCB / SPCB received at any of the
of cost residential training to hone up their skills
MGL sites.
and prepare for engineering entrance examination.
Principle 7: Businesses, when engaged in influencing public zz MGL Muskaan:- MGL has been supporting
and regulatory policy, should do so in a responsible manner. slum community in Turbhe in their quest for
seeking better prospects for future generations
1. Is your Company a member of any trade and by adopting a community centre for various
chambers or association? If yes, name only those developmental initiatives. The initiatives include
major ones that your business deals with. operating balwadi for toddlers which is an
Yes MGL is member of: assurance to both the working parents about the
positive engagement and development of their
a) Natural Gas Society
children. Support education classes, computer
b) Bombay Chamber of Commerce and Industry. classes, personality development initiatives apart

from nutritional support are also conducted. zz Adolescent Education:- The initiative was
Health camps are conducted on regular basis. For implemented in 10 schools of Kalyan with focus
the women the centre is operating tailoring classes on various social, psychological and physical
which also mobilizes orders from time to time. MGL challenges that an adolescent faces. The activity
also mentored children from slum communities revolved around remedial education and
through sports to evolve positive attitude and counseling of adolescent to enable them reorient
sensitize them against the negative social practices and realize their potential.
like gender discrepancy, substance abuse, drug
addiction, etc. Empowerment
zz Mini Science Centers:- Science centers comprising zz MGL Hunar:- MGL Hunar is an employability
of 60 table top models related to various theories initiative being implemented by MGL. Being
of science was installed in 5 schools. These are implemented with various vocational training
expected to supplement the classroom inputs and providers, the project provides training to youth
enable better understanding of theories. on various trades like Gas Plumbing, Welding,
Electrician, RAC Mechanic, Customer Care Executive
zz Computer Laboratory:- In addition to the existing and General Duty Assistant in Nursing. MGL has
computer laboratory installed by MGL, a 2nd also facilitated up-gradation of infrastructure
computer laboratory was also installed in MCGM in a vocational training center in Karjat. The
School, Santacruz (W). Apart from the infrastructure infrastructure up-gradation includes equipping
support, MGL has also been extending support of a of AV Hall, Gas Plumbing and RAC sections,
computer instructor in the 2 schools. Genset, Sleeping facilities for students, provisions
zz Equipping primary and pre-primary section in of drinking water, etc. MGL has also facilitated
Kherwadi Municipal School. The initiative also curriculum development on gas plumbing. 93
includes mobilization and awareness generation trainees were enrolled in the Karjat center out
apart from strengthening the school management of which 86% have successfully completed the
BRR
committee. The pre-primary and primary sections training. The infrastructure up-gradation has
are aimed at employing the play way method of indirectly benefited 242 trainees.
learning and early intervention to enhance literary A training program focused on enhancing capacity
skills amongst children. of women was taken up by Mahanagar Gas Limited
zz Sports for learning initiative for children of 2 in the trade of General Duty Assistant in Nursing.
slum areas (Bharatnagar and Ambernath) was The training program reached out to 81 candidates
implemented. The project reached out to more out of which 90% were female. Additionally 1
than 1700 children across the 2 slum communities. transgender candidate was also benefitted under
the initiative. Another 18 candidates were trained
zz MGL Komal Jivan:- An initiative for rehabilitation of in Customer Care Executive. Every year, MGL
street children was implemented. The focus of the celebrates Women’s Day. This year, MGL’s women
initiative was general well-being of the children went to the Destitute Home run by Mother Theresa’s
and to ensure social, emotional, psychological and Missionaries of Charity, Santacruz for celebrating
physical growth of the children. These less blessed, Women’s Day.
roofless and rootless children are vulnerable to
myriad number of abuses and thus an education zz Gas Plumbing School:- MGL has also initiated a
centric multidimensional effort is designed for gas plumbing school in Mahad. The school trains
their rehabilitation. 55 street children are being youths in batches of 30 on the nuances of the trade.
rehabilitated under the initiative. The first batch of the training started in the month
zz Education Infrastructure:- Preliminary activities of March, 2017.
for upgradation of government school in Nagaon zz Scholarships:- MGL has also extended support of
was taken up. Further water storage tanks were scholarships to various trainees.
provided in Zilla Parishad schools in Varose and
Nadhal (KW). Fabrication activity and toilet facelift
was taken up in ZP School in Morbe (NV) ANNUAL REPORT-2017 | 89
Environment our offices. The Company has supported renovation

zz MGL We Share:- MGL We share is an initiative aimed of toilet in RZP School, Morbe – N.V and has also
at animal welfare with focus on sterilization of stray initiated ground work for new toilet blocks in
animals and reduction in man-animal conflict. More government school, Nagaon, RZP School, Chowk
than 1000 stray animals were sterilized under the and Children’s Aid Society Rehabilitation Center in
initiative. This was made possible with enhancement Mankhurd. MGL has also committed to support Uran
in the capacity of our partner organization. MGL’s Municipal Council with installation of Mobile Toilets
infrastructure support (such as pre and post at Market Place. Two units each with 10 seat capacity
operation wards, ICCU equipment, X-Ray equipment, are being installed in the Uran Market Place.
Hematological equipment, laparoscopy machine,
roof top solar power plant, etc.) has enabled drastic
improvement in the performance and reduction in
operational expenditure apart from reduction in
turn-around time.
zz Plantation:- MGL has facilitated plantation of 1200
saplings as its commitment towards environment.
Further preparation for another 500 sapling
plantation was also carried forward. The actual
plantation is proposed during monsoon.
Health
zz MGL has initiated community based drinking water
projects in 3 tribal hamlets of Palghar District. Mahanagar Gas Limited has also taken up various
Operated on solar power the project enhances awareness raising drives in supportive of ‘Swach
access to safe drinking water for the villagers and Bharat Abhiyaan’. A community awareness drive
reduces the drudgery of women folk. The project is was taken up in Bharatnagar and Ambernath Slum
benefiting more than 100 household in the villages. areas under the ‘Sports for Development Initiative.
zz Pandit Deen Dayal Upadhyay Swastha Saarthi
Awareness sessions on cleanliness were organized
Abhiyaan was organized by MGL as a mega
under the project ‘MGL Komal Jivan’. Further under
initiative towards well-being of auto rickshaw
MGL Gas Plumbing School, the trainees have to
drivers and taxi drivers. 20000 drivers from across
mandatorily dedicate time towards community
Mumbai and adjoining areas benefited from the
service. Numerous initiatives in lines with ‘Swach
initiative. The benefits included general health
Bharat Abhiyaan’ like cleanliness drive at bus stop,
check-up, eye check-up, cardiac check-up, CBC, etc.
community places, local temples, etc. were organized.
zz Up-gradation of Bai Jerbai Wadia Hospital for
Children:- MGL has also extended support towards 2. Are the programmes/projects undertaken through
up-gradation of Bai Jerbai Wadia Hospital for in-house team/own foundation/external NGO/
Children. government structures/any other organization?
zz MGL Aarogya:- MGL Aarogya is an initiative towards Most of the program is undertaken through external
better health of the auto rickshaw drivers and taxi NGO. However, MGL has a dedicated CSR department
drivers of Mumbai and adjoining areas. 2 camps which continuously monitors the progress of CSR
were organized in which 122 drivers were benefited. activities. The projects are also regularly reviewed by
senior management including the Corporate Social
zz Swach Bharat Abhiyaan:- MGL is firmly supporting Responsibility (CSR) committee and the Board of
the Swach Bharat Abhiyaan. While Swachta Oath Directors. CSR Committee monitors the Corporate
is administered to all employees, the management Social Responsibility Policy by instituting a transparent
also took up cleanliness drive in areas surrounding

monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company from
time to time
3. Have you done any impact assessment of your initiative?

MGL has hired a third party agency for continuous monitoring and evaluation of the ongoing CSR initiatives. Apart from this,
MGL’s CSR team also regularly visits the project for assessment of progress. All the partners submit monthly and quarterly
progress and financial report also which assists us in monitoring of the interventions.
4. What is your company’s direct contribution to community development projects- Amount in INR and the details of
the projects undertaken.
`4.69 Crores were spent during the financial year 2016-17. Details of some of the key projects undertaken are as under:-
Sl. Initiative(s) Amount Spent
No. (in ` Lakhs)
1 Health and Sanitation initiatives including expenses towards ‘Swach Bharat Abhiyaan’ 169.23
2 Education initiatives 153.29
3 Employability / Skill Enhancement Interventions 53.91
4 Environment Initiative including animal welfare 73.96
5. Others 18.21
5. Have you taken steps to ensure that this community Yes, the Company displays the product information
development initiative is successfully adopted by the prominently at all its CNG Stations and also on the light
community? Please explain in 50 words, or so. commercial vehicles and the heavy commercial vehicles
MGL employs Result Based Management approach carrying the CNG cascades from the CGS to various CNG
towards CSR. The entire approach is process driven Stations. Adherence to all laws pertaining to product
BRR
wherein focus is laid on need assessment at the handling, branding, distribution is of utmost significance
inception. MGL focuses to invest in need based projects. to the Company, and MGL ensures full compliance to these.
Amongst various parameters defined for shortlisting of
a project, community need assessment is mandatory. 3. Is there any case filed by any stakeholder against
MGL’s CSR team also visits the project location to the company regarding unfair trade practices,
interact with the community to gauge the need of the irresponsible advertising and/or anti-competitive
intervention before selection / finalization of a project. behaviour during the last five years and pending
Further, regular dialogue with the community is also as at the end of financial year. If so, provide details
taken up to ensure involvement of community during thereof, in about 50 words or so.
the implementation of the project. No case has been filed by any stakeholder against the
Company regarding unfair trade practices, irresponsible
Principle 9: Businesses should engage with and provide value advertising and / or anti-competitive behavior during
to their customers and consumers in a responsible manner. the last financial year.
1. What percentage of customer complaints / consumer 4. Did your company carry out any consumer survey/
cases is pending, as at the end of the financial year? consumer satisfaction trends?
The details of complaints are given in Principle 1 of this report. Customer Satisfaction Surveys are key indicator parameters
to measure customer satisfaction and dissatisfaction
2. Does the Company display product information on levels. MGL conducts Customer Satisfaction Surveys on
the product label, over and above what is mandated a yearly basis by engaging a third party agency basis
as per local laws? Yes / No / N.A. / Remarks (additional across CNG and PNG Customers. The overall Customer
information). Satisfaction Survey score for CNG users was 76 and the
overall CSI score for PNG users was 83 out of 100.
Report on Corporate Governance
The Board of Directors of Mahanagar Gas Limited (“MGL”) 2. Management Initiatives for Compliance:
present the Report on Corporate Governance for the year Your Company has established a Compliance tool as a
ended March 31, 2017. part of its transformation agenda to effectively monitor
and implement various compliances within MGL.
1. Company’s philosophy on Code of Governance:
Mahanagar Gas Limited’s philosophy on Corporate 3. Board of Directors:
Governance envisages working towards high levels of a. Composition and Category of Board of Directors:
transparency, accountability, consistent value systems,
delegation across all facets of its operations leading The Board of MGL comprises of combination
to sharply focused and operationally efficient growth. of Executive, Non-Executive and Independent
The Company tries to work by these principles in all its Directors. The Independent Directors are eminent
interactions with stakeholders, including shareholders, persons with proven record in diverse areas
employees, customers, suppliers and statutory like business, academics, finance, economics,
authorities. administration etc.
The objective of your Company is not only to meet As on March 31, 2017, your Company has ten
the statutory requirements but to go well beyond it Directors, including two woman Directors as tabled
by instituting such systems and procedures as are in below.
accordance with the latest global trend of making
management completely transparent and institutionally Category No of % of total no.
sound. The Company has continually been strengthening Directors of Directors
business processes, systems, financial reporting, Executive Directors 2 (One Woman 20%
information security systems, disclosures, and standards Director)
of ethics.
Non - Executive & 3 30%
Your Company ensures adequate, timely and accurate Non Independent
disclosure on all material matters including the financial Director
situation, performance, ownership and governance of Non - Executive & 5 (One Woman 50%
the Company to the stock exchanges and the investors. Independent Director Director)
Information is prepared and disclosed in accordance Total 100%
with the prescribed standards of accounting, financial
and non-financial disclosure and are disseminated in The composition of the Board is in conformity with provisions
an equal, timely and cost efficient access to relevant of Regulation 17 of the Securities and Exchange Board of India
information by users. (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) and Section 149 of the Companies
The Company believes that Corporate Governance is not Act, 2013.The Board of Directors is chaired by a Non-Executive/
restricted to Board and its committees. It is an approach Promoter Chairman and has an optimum combination of
to sustainable development. Good Governance is an Executive, Non-Executive and Independent Directors.
essential ingredient of good business. With this view,
the Company continued with its initiative of voluntary
adoption of various Corporate Governance measures
much before the listing of its shares on the stock
exchanges.

MD&A DIRECTORS
REPORT
Details of composition of Board, category and details of other Directorships, Chairmanships and the Committee positions as on
March 31, 2017 are mentioned herein below:
Sr. No. Name of the Director Category *Other **No. of committee positions
Directorships held in other Companies
Chairmanships Memberships
1. Dr. Ashutosh Karnatak Chairman 2 - 2
2. Mr. Rajeev Mathur Managing Director - - -
3. Ms. Susmita Sengupta Whole-Time Director - - -
4. Mr. Akhil Mehrotra Non-Executive & - - -
Non- Independent Director
5. Mr. Apurva Chandra Non-Executive & 6 - -
Non- Independent Director
6. Mr. Jainendar Kumar Jain Non-Executive & 1 - 1
7. Mr. Santosh Kumar Non-Executive & 1 - -
8. Mr. Arun Balakrishnan Non-Executive & 7 4 2
9. Dr. Basudeb Sen Non-Executive & 3 - 2
(upto March 04, 2017) Independent Director
10. Mr. Raj Kishore Tewari Non-Executive & - - -
11. Mrs. Radhika Haribhakti Non-Executive & 5 - 6
(w. e. f March 05, 2017) Independent Director
Note:
*Excluding Directorship held in MGL, Private Limited Companies, Foreign Companies and Section 8 Companies.
**In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Memberships/Chairmanships of
only Audit Committees and Stakeholders Relationship Committees in all public limited companies have been considered.
Other Directorships: During the financial year 2016-17, 6 (six) Board
None of the Directors is a Director in more than 10 Public Meetings were held. The dates of the Board
Limited Companies or acts as an Independent Director Meetings are fixed well in advance and intimated to
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in more than 7 Listed Companies. Further, none of the the Board members so as to enable the Directors to
Directors acts as a member of more than 10 committees plan their schedule accordingly. The agenda papers
or acts as a chairman of more than 5 committees across are circulated to the Directors well in advance
all Public Limited Companies in which he/she is a before the meeting.
Director.
The agenda items are comprehensive and
b. Board Meetings: informative in nature to facilitate deliberations
and appropriate decision at the Board Meeting.
The Board of Directors oversees the overall Presentations are made to the Board on various
functioning of the Company and has set strategic functional and operational areas of the Company
objectives in order to achieve its Vision Statement. and other Business Development activities as well
The Board defines Company’s policy and oversees as on major projects, financial highlights etc.
its implementation in attaining its objectives.
The Board has constituted various committees
to facilitate smooth and efficient flow of decision
making process.
Apart from the Board members and Company Number of Board Meetings:
Secretary, the CFO is usually invited to attend all During the financial year 2016-2017, Six (6) Board
the Board Meetings. Other senior management Meetings were held, the details of which are mentioned
executives also participate as and when herein below:
necessary, to provide additional inputs for items
being discussed by the Board. The CFO makes
Date of Total Strength No. of Directors
presentation on quarterly and annual operating
Board Meeting of the Directors present at the
and financial performance. For items of agenda
meeting
relating to any specific department or function, a
May 30, 2016 10 9
presentation relating to such items are generally
made by the respective functional Head at the August 20, 2016 10 10
September 01, 2016 10 9
Board Meeting.
November 28, 2016 10 9
February 11, 2017 10 9
The Board Minutes are prepared promptly after
March 21, 2017 10 8
the Board Meeting and approval is obtained. The
approved minutes are then circulated to the Board The gap between any two meetings was not more than
of Directors and also to the concerned departments one hundred and twenty days, as stipulated under Listing
for implementation. Action Taken Report on Regulations.
decision of the Board is prepared and submitted to
the Board periodically. In the report, the abbreviations below, wherever they appear,
denote the following:
Company Secretary acts as a Secretary to the Board
Y : Present for the meeting in person
and all the Committees of the Board.
N : Absent for the meeting
NA Not Applicable being not a director at the time of
meeting / Not Applicable being not a member of the
Committee at the time of meeting
The details of attendance of the Directors at the Board Meetings, last annual general meeting (AGM) held during the Financial Year
2016-17 is as follows:-
Board Meeting
May August September November February March AGM held on
Name of the Director
30, 2016 20, 2016 01, 2016 28, 2016 11, 2017 21, 2017 September 26, 2016
Dr. Ashutosh Karnatak Y Y Y Y Y Y N
Mr. Rajeev Mathur Y Y Y Y Y Y Y
Ms. Susmita Sengupta Y Y Y Y Y Y Y
Mr. Akhil Mehrotra Y Y Y Y Y Y Y
Mr. Apurva Chandra Y Y N Y N N Y
Mr. Jainendar Kumar Jain Y Y Y Y Y N Y
Mr. Santosh Kumar Y Y Y Y Y Y N
Mr. Arun Balakrishnan Y Y Y Y Y Y Y
Dr. Basudeb Sen* N Y Y N Y NA N
Mr. Raj Kishore Tewari Y Y Y Y Y Y N
Mrs. Radhika Haribhakti** NA NA NA NA NA Y NA
* Director up to March 04, 2017
**Appointed as Director w. e. f March 05, 2017

Relationship between the Directors:

There is no relationship amongst any of the Directors of the Company.
Shareholding of Non-Executive Directors:

None of the Non-Executive Directors holds any equity shares / convertible instruments in the Company.
Sitting fees:
The Sitting fees paid to the Independent Directors during the Financial Year 2016 - 2017 is as per details given below:
` (in Lakhs)
Number of Meetings Attended
Sr. Name of the Director Board Audit Nomination Corporate IPO Stakeholders Performance Amount Paid as
No. Committee and Social Committee Relationship Review Board sitting fees for
Remuneration Responsibility Committee Committee attending the
Committee Committee Board meeting
@ ` 30,000 per
Board meeting
and meeting of
committees @ `
25,000 per Com-
mittee meeting
Total Meetings 6 6 3 1 4 1 11
1 Dr. Basudeb Sen 3 NA 1 NA NA 1 NA 1.40
2 Mr. Jainendar Kumar Jain 5 5 NA NA 3 NA NA 3.50
3 Mr. Santosh Kumar 6 6 NA 1 NA NA 11 6.30
4 Mr. Arun Balakrishnan 6 6 3 NA NA NA NA 4.05
5 Mr. Raj Kishore Tewari 6 6 NA NA NA NA 10 5.80
6 Mrs. Radhika Haribhakti 1 NA NA NA NA NA NA 0.30
Total 21.35
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Remuneration to Non-Executive & Non Independent Commission to Non-Executive & Independent
Directors: Directors:
The Company has not paid any remuneration or made Apart from Sitting Fees and reimbursement of expenses
any reimbursement to any Non-Executive & Non for attending meetings of the Board and / or Committees
Independent Director for attending meetings during the thereof, the Shareholders of the Company have approved
Financial Year 2016 -17. payment of Commission to Non-Executive & Independent
Directors at a rate not exceeding one percent (1%) of
Remuneration to Executive Directors of the Company: the net profits of the Company and calculated and
The disclosure relating to Remuneration paid to divided amongst them in such manner as the Board may
Executive Directors i.e. Managing Director and Whole from time to time, determine, for a period of five years
Time Director (Technical Director) is disclosed in the commencing from the Financial Year 2016-17.
Directors’ Report of the Company.
Following are the details of Commission paid to the following Independent Directors for the Financial Year 2015- 2016:
` (in Lakhs)
Chairmanship held for which Committee meeting
Sr. Name of the Director Number Amount Audit Amount IPO Amount NRC Amount Corporate Amount Total
No. of Board payable payable payable payable Social payable Amount
meetings Responsibility payable
attended
1 Dr. Basudeb Sen 2 1.00 -- 0.00 -- 0.00 -- 0.00 -- 0.00 1.00

2 Mr. Jainendar Kumar Jain 4 2.00 3 0.30 2 0.20 -- 0.00 -- 0.00 2.50
3 Mr. Santosh Kumar 6 3.00 -- 0.00 -- 0.00 -- 0.00 2 0.20 3.20
4 Mr. Arun Balakrishnan 5 3.00 2 0.20 -- 0.00 5 0.50 -- 0.00 3.70
5 Mr. Raj Kishore Tewari 5 3.00 -- 0.00 -- 0.00 -- 0.00 -- 0.00 3.00
TOTAL 12.00 0.50 0.20 0.50 0.20 13.40
Notes:
1. Total 6 (six) Board Meetings were held during the Financial Year 2015-16.
2. The above calculations have been made, as per the method detailed below:
(i) If the attendance in the Board Meeting is 80% or more -
No. of Meetings HELD X `50,000
(ii) 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 lakhs.
The Commission to be paid to Non-Executive & Independent Directors for the financial year 2016-17 shall be approved in the
financial year 2017–18 and shall be disclosed in the Report on Corporate Governance pertaining to financial year 2017-18.
Selection of New Directors and Board Membership:

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics,
skills and experience for the Board as a whole and its individual members with the objective of having a Board with
diverse backgrounds and experience in business, government, education and public service. Eminent people having an
independent standing in their respective field/profession, and who can effectively contribute to the Company’s business
and policy decisions are considered by the Human Resources, Nomination and Remuneration Committee, for appointment
as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of
expertise and number of Directorships and Memberships held in various committees of other companies by such persons
for selection as Directors and determining Directors’ independence. The Board considers the Committee’s recommendation,
and takes appropriate decision. Every Independent Director, at the first meeting of the Board in which he participates as a

Director and thereafter at the first meeting of the Board The composition, powers, role and terms of
in every financial year, gives a declaration that he meets reference of Committee are in accordance with the
the criteria of independence as provided under law. requirements mandated under Section 177 of the
Companies Act, 2013 and Listing Regulations.
5. Committees of the Board of Directors:
Composition and attendance during the financial
The Board has constituted the below mentioned year:
committees:
Composition:
a) Audit Committee,
The Audit Committee as on March 31, 2017, comprised
b) Nomination and Remuneration Committee,
of following six (6) Members of the Board:
c) Stakeholders Relationship Committee,
d) Corporate Social Responsibility Committee,
e) Performance Review Board Committee, Name of the Member Category
f ) IPO Committee. Mr. Jainendar Kumar Jain Non-Executive & Independent
Director (Chairman)
The Board Committees are represented by a combination Mr. Arun Balakrishnan Non-Executive & Independent
of Executive, Non-Executive and Independent Directors. Director (Member)
The Chairman of all these Committees are Independent
Directors. Mr. Santosh Kumar Non-Executive & Independent
Director (Member)
As per the charter of respective Committees, the Mr. Raj Kishore Tewari Non-Executive & Independent
Committee deliberates on the matters assigned / Director (Member)
referred to it by the Board or as mandated by the Dr. Ashutosh Karnatak Non-Executive & Non
statutes. Information and data that is important to the Independent Director (Member)
Committees to discuss is distributed in writing to the
Mr. Akhil Mehrotra Non-Executive & Non
members of the Committees well in advance of the
Independent Director (Member)
meeting. Recommendations of the Committees are
submitted to the Board to take decision on the matter,
wherever required. Managing Director (presently Mr. Rajeev Mathur) and
Whole Time Director (presently Ms. Susmita Sengupta)
shall be the Permanent Invitees of the Committee.
a. Audit Committee:
The Audit Committee ensures prudent financial Meetings and attendance:
and accounting practices, fiscal discipline and
Six (6) meetings of the Audit Committee were held
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transparency in financial reporting. One of its
important terms of reference, quarterly financial during the financial year 2016-17.
statements are reviewed by Audit Committee and
recommended to the Board for its adoption.
Below table gives the details of the attendance of the members of the Audit Committee at its meetings held during the
financial year 2016-17:
Audit Committee Meeting
Name of the Member May August September November February March
30, 2016 20, 2016 01, 2016 28, 2016 11, 2017 21, 2017
Mr. Jainendar Kumar Jain Y Y Y Y Y N
Mr. Arun Balakrishnan Y Y Y Y Y Y
Mr. Santosh Kumar Y Y Y Y Y Y
Mr. Raj Kishore Tewari Y Y Y Y Y Y
Dr. Ashutosh Karnatak Y Y Y Y Y Y
Mr. Akhil Mehrotra Y Y Y Y Y Y
Power, Terms of Reference and role of Audit 3. Review and recommend for approval to the Board -
Committee: Business plan;
Powers of Audit Committee:
4. Review and recommend for approval to the Board -
The Audit Committee shall have powers; which should capital expenditure proposals exceeding authority
include the following: limit of SMG but not exceeding ` 50.0 Crores;
zz To investigate any activity within its terms of 5. Review and recommend for approval to the Board -
reference; treasury policies of MGL;
zz To seek information from any employee;
6. Review and recommend for approval to the Board -
zz Selecting and appointing professional advisors Corporate Annual Budget and Revised Estimates;
and obtaining advice from external sources
including forensic or other investigations, if 7. To review PNG and CNG Pricing Policy at least on a
necessary; quarterly basis and to recommend to the Board for
approval, change required in it, if any;
zz To secure attendance of outsiders with relevant
expertise, if it considers necessary;
8. Recommending to the Board, the appointment,
zz To have full access to the information contained in re-appointment, terms of appointment and, if
the records of the Company. required, the replacement or removal of the internal
auditor, cost auditor and statutory auditors and the
Role and Terms of Reference of Audit Committee: fixation of audit fees and remuneration;
The role of the Audit Committee shall include the 9. Approval of payment to statutory, internal and cost
following: auditors for any other services rendered by them, as
applicable;
1. Oversight of the Company’s financial reporting
process and the disclosure of its financial 10. Reviewing, with the management, the annual
information to ensure that the financial statement financial statements and auditor’s report thereon
is correct, sufficient and credible; before submission to the board for approval, with
particular reference to:
2. Review and recommend for approval to the Board
- proposals on Borrowings and proposals on non-
fund based facilities from banks;

(a) Matters required to be included in the 14. Examination of the financial statement and the
Director’s Responsibility Statement to be auditor’s report thereon;
included in the Board’s report in terms of
clause ( c ) of sub section 3 of section 134 of 15. Approval or any subsequent modification of
the Companies Act, 2013.; transactions of the Company with related parties,
provided that the Audit Committee may make
(b) Changes, if any, in accounting policies and
omnibus approval for related party transactions
practices and reasons for the same;
proposed to be entered into by the Company
(c) Major accounting entries involving estimates subject to such conditions as may be prescribed;
based on the exercise of judgment by
management; 16. Lay down the criteria for granting omnibus approval
in line with the Company’s policy on related party
(d) Significant adjustments made in the financial
transactions and such approval shall be applicable
statements arising out of audit findings;
in respect of transactions which are repetitive in
(e) Compliance with listing and other legal nature;
requirements relating to financial statements;
17. The Audit Committee to satisfy itself regarding the
(f ) Disclosure of any related party transactions;
need for omnibus approval and that such approval
(g) Modified opinion(s) in the draft audit report. is in the interest of the Company;
(h) The going-concern assumption;
18. Scrutiny of inter-corporate loans and investments;
(i) Compliance with accounting standards;
19. Valuation of undertakings or assets of the Company,
(j) Contingent liabilities; and,
wherever it is necessary;
(k) Claims against the Company and their effect
on the financial statements; the term “financial 20. Evaluation of internal financial controls and risk
statement” shall have the meaning ascribed management systems;
to such term under Section 2(40) of the
Companies Act, 2013. 21. Reviewing, with the management, performance of
statutory, cost and internal auditors, adequacy of
11. Reviewing, with the management, the quarterly the internal control systems;
and annually financial statements and such other
periodical statements before submission to the 22. Reviewing the adequacy of internal audit function,
board for approval; if any, including the structure of the internal audit
department, staffing and seniority of the official
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12. Reviewing, with the management, the statement heading the department, reporting structure
of uses/application of funds raised through an coverage and frequency of internal audit;
issue (public issue, rights issue, preferential issue,
etc), the statement of funds utilized for purposes 23. Discussion with internal auditors of any significant
other than those stated in the offer document/ findings and follow up there on;
prospectus/notice and the report submitted by
the monitoring agency, monitoring the utilization 24. Reviewing the findings of any internal investigations
of proceeds of a public or rights issue, and making by the internal auditors into matters where there
appropriate recommendations to the Board to take is suspected fraud or irregularity or a failure of
up steps in the matter; internal control systems of a material nature and
reporting the matter to the board;
13. Review and monitor the auditor’s independence
and performance, and effectiveness of audit
process;
25. Discussion with statutory auditors before the audit II. Statement of significant related party transactions
commences, about the nature and scope of audit as (as defined by the Audit Committee), submitted by
well as post-audit discussion to ascertain any area management;
of concern;
III. It shall also define Statement of significant related
26. To look into the reasons for substantial defaults in party transactions to be submitted by management;
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared IV. Details of all material transactions with related
dividends) and creditors; parties to be disclosed every quarter along with the
compliance report on Corporate Governance;
27. To formulate the scope, functioning, periodicity
and methodology for conducting the internal audit V. On a quarterly basis, the details of related party
in consultation with the internal auditor; transactions entered into by the Company pursuant
to each omnibus approvals given;
28. Approval of appointment of CFO (i.e. the whole-
time Finance Director or any other person heading VI. Audit Committee to monitor whether the policy
the finance function or discharging that function) dealing with Related Party transactions is placed on
after assessing the qualifications, experience and the website thereto to be presented in the Annual
background, etc. of the candidate; Report;
29. To review the functioning of the Whistle Blower VII. Management letters / letters of internal control
mechanism; weaknesses issued by the statutory auditors;
30. Carrying out any other function as is mentioned in VIII. Internal audit reports relating to internal control
the terms of reference of the Audit Committee as weaknesses; and,
per the Companies Act, 2013, Rules framed there
under, and Securities and Exchange Board of India IX. The appointment, removal and terms of
(Listing Obligations and Disclosure Requirements) remuneration of the Chief internal auditor shall be
Regulations, 2015 and other applicable Rules and subject to review by the Audit Committee.
Regulations.
X. Statement of deviations:
Explanation:
a. Quarterly statement of deviation(s) including
i) The term “related party transactions” shall have report of monitoring agency, if applicable,
the same meaning as provided in Section 188 submitted to stock exchange(s) in terms of
of the Companies Act, 2013 and Regulation 2 Regulation 32(1).
of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) b. Annual statement of funds utilized for
Regulations, 2015. purposes other than those stated in the offer
document/prospectus/notice in terms of
Review of information by Audit Committee: Regulation 32(7).
The Audit Committee shall mandatorily review the Establishing and monitoring of a Vigil Mechanism for
following information: enabling adequate safeguards and protection of interest
of the director(s) or employees or any other person
I. Management discussion and analysis of financial who may avail the mechanism and to provide for direct
condition and results of operations; access to the Chairperson of the Audit Committee in
exceptional cases where deemed necessary.

b. Nomination and Remuneration Committee 2) Mr. Santosh Kumar was appointed as member of
The Nomination and Remuneration Committee Nomination and Remuneration Committee w. e. f.
discharges the Board’s responsibilities relating to March 21, 2017.
compensation of the Company’s EDs and senior
management. The Committee has the overall
Meetings and attendance:
responsibility of approving and evaluating the
compensation plans, policies and programmes for Three (3) meetings of Nomination and Remuneration
EDs and the senior management. The Committee Committee were held during the financial year 2016-17.
reviews and recommends to the Board, to approve
for the EDs, the base salary, incentives/commission, Below table gives the details of the attendance of
other benefits, and compensation. The Committee the members of the Nomination and Remuneration
further coordinates and oversees the annual Committee at its meetings held during the financial year
performance evaluation of the Board, Committees 2016-17:
of the Board and individual Directors.
Nomination and Remuneration
The composition, powers, role and terms of Name of the Member
Committee Meeting
reference of Committee are in accordance with
November February March
requirements mandated under Section 178 of the
28, 2016 11, 2017 21, 2017
Mr. Arun Balakrishnan Y Y Y
Composition and attendance during the financial year: Mr. Santosh Kumar NA NA NA
Composition: Dr. Ashutosh Karnatak Y Y Y
The Nomination and Remuneration Committee as on Mr. Akhil Mehrotra Y Y Y
March 31, 2017, comprised of following four (4) Members
of the Board: Dr. Basudeb Sen N Y NA
Terms of Reference of the Nomination and

Name of the Member Category Remuneration Committee:
Mr. Arun Balakrishnan Non-Executive & Independent
Director (Chairman) The role of the Nomination and Remuneration
Committee shall inter-alia include:
Mr. Santosh Kumar Non-Executive & Independent
Director (Member)
Dr. Ashutosh Karnatak Non-Executive & Non Independent 1. Formulation of the criteria for determining
Director (Member) qualifications, positive attributes and independence
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of a director and recommend to the Board a policy
Mr. Akhil Mehrotra Non-Executive & Non Independent
relating to the remuneration of the directors, key
Director (Member)
managerial personnel and other employees;
Managing Director (presently Mr. Rajeev Mathur) and 2. The Nomination and Remuneration Committee
Whole Time Director (presently Ms. Susmita Sengupta) would be reviewing the Terms and Conditions
shall be the Permanent Invitees of the Committee. of services including remuneration in respect of
Technical Director and Managing Director and
Note:- submit their recommendations to the Board;
1) Dr. Basudeb Sen who was Director upto March
04, 2017 was member of Nomination and 3. Formulation of criteria for evaluation of
Remuneration Committee. performance of Independent Directors and the
Board;

4. Devising a policy on Board diversity; 14. To review with the Management, all HR related
issues from time to time so as to maintain
5. Identifying persons who are qualified to become harmonious employer-employee relations;
directors and who may be appointed in senior
management in accordance with the criteria 15. To periodically review and re-examine the Terms
laid down, and recommend to the Board their of Reference and make recommendations to the
appointment and removal and shall carry out Board for any proposed changes;
evaluation of every director’s performance;
16. In performing its responsibilities, the Committee
6. Determination of extension or continuation of shall have authority to obtain advice, reports or
the term of appointment of the independent opinions from internal or external counsel and
director, on the basis of the report of performance expert advisors;
evaluation of independent directors;
17. Ensuring proper induction program for new
7. Evaluating the current composition, organization Directors, KMP and Senior Management and
and governance of the Board and its Committees, reviewing its effectiveness; ensuring that on
as well as determine future requirements and make appointment, receive a formal letter of appointment
recommendations to the Board for approval; in accordance with guidelines provided under the
Companies Act, 2013;
8. Determine on an annual basis, desired Board
qualifications, expertise and characteristics and Developing a succession plan for the Board and Senior
18.
conducting searches for potential Board Members Management and regularly reviewing the plan;
with corresponding attributes. Evaluate and
propose Nominees for election to the Board. 19. Consider and determine the Nomination and
In performing these tasks, the Committee shall Remuneration policy, based on the performance
have the sole authority to retain and terminate and also bearing in mind that the remuneration
any Search Firm to be used to identify Director is reasonable and sufficient to attract, retain and
candidates; motivate members of the Board and such other
factors as the Committee shall deem appropriate;
9. Evaluate and recommend termination of
membership of individual Directors in accordance 20.
The Committee should ensure that it proactively
with the Board’s governance principles for cause or maintains a balance between fixed and incentive pay
for other appropriate reasons; reflecting short and long term performance objectives
appropriate to the working of the Company
10. To recommend to the Board regarding the
appointment, promotion and removal of the senior Evaluation of Performance of the Board, its
management personnel at such level/s; Committees and Individual Directors:
The Board of Directors have laid down the manner
11. To review, amend, modify and approve all other for carrying out an annual evaluation of its own
Human Resources related Policies of the Company performance, its various Committees and individual
from time to time; directors pursuant to the provisions of the Companies
Act, 2013 and the Listing Regulations. These guidelines
12. To review and recommend to the Board, Manpower were further revised by the Board based on the Guidance
Plan / budget, sanction of new senior management Note issued by SEBI.
positions from time to time in future;
The Nomination and Remuneration Committee in its
13. To review and recommend to the Board matters meeting held on February 11, 2017, designated Mr. Arun
relating to revision of compensation /salary and Balakrishnan, the Chairman of NRC, as the Lead Director
long term wage settlements; for discussing and soliciting the views of the group and

summarizing the collective views in the questionnaire 2) Mr. Jainendar Kumar Jain was appointed as
for the purpose of performance evaluation for the Chairman of Stakeholders Relationship Committee
financial year 2016-2017. w. e. f. March 21, 2017.
The Board carried out an annual performance evaluation Mr. Alok Mishra, Company Secretary, has been appointed
of its own performance, all the Directors individually as as the Compliance Officer of the Company by the
well as the evaluation of the working of the Committees Board for complying with the requirements of Listing
of the Board. The performance evaluation of all the Regulations.
Directors was carried out by the Nomination and
Remuneration Committee. The Independent Directors in Meetings and attendance:
its separate meeting prepared a report on performance One (1) meeting of the Stakeholders Relationship
evaluation of Individual Directors (including Chairperson, Committee was held during the financial year 2016-17.
independent and non-independent directors), Board as
a whole and Board Committees and submitted it to the Below table gives the details of the attendance of the
Chairman for perusal. members of the Stakeholders Relationship Committee
at its meetings held during the financial year 2016-17.
c. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee has Name of the Member Stakeholders Relationship
the power to look into redressal of Shareholders’/ Committee Meeting
Investors’ grievance such as complaints relating
September 01, 2016
to transfer/transmission of shares, non-receipt of
annual report, non-receipt of declared dividend etc. Dr. Basudeb Sen Y
Mr. Jainendar Kumar Jain NA
The composition, powers, role and terms of
Mr. Rajeev Mathur Y
reference of Committee are in accordance with
the requirements mandated under Section 178 of Ms. Susmita Sengupta Y
Terms of Reference of the Stakeholders Relationship
Composition and attendance during the financial year: Committee:
Composition: The Stakeholders Relationship Committee shall be

responsible to resolve grievances and complaints of all
The Stakeholders Relationship Committee as on March the Security Holders. The functions of the Stakeholders
31, 2017, comprised of following three (3) Members of Relationship Committee include the following:
the Board:
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a) Collecting and analyzing reports received
Name of the Member Category periodically from Registrar and Share Transfer
Mr. Jainendar Kumar Jain Non-Executive & Independent Agent (RTA) on the following:
Director (Chairman) I. Requests regarding non-receipt of Shares,
Mr. Rajeev Mathur Executive Director (Member) Debentures, Deposit receipt, declared
Dividend or interest;
Ms. Susmita Sengupta Executive Director (Member)
II. Requests regarding non-receipt of the Notice
Note: - of Annual General Meeting, Balance Sheet and
Profit & Loss Account Statement;
1) Dr. Basudeb Sen who was a Director upto March 04,
2017 was Chairman of Stakeholders Relationship III. Complaints of investors routed by SEBI or
Committee. Stock Exchanges and others;

IV. Transfer, Sub-division, consolidation, split, Name of the Member Category

exchange, endorsement, transmission of share
certificates, transposition of share certificates; Mrs. Radhika Non-Executive & Independent
Haribhakti Director (Chairperson)
V. Issue of Share Certificates, Debenture
Mr. Rajeev Mathur Executive Director (Member)
Certificate, Duplicate Share or Debenture
Certificate in lieu of lost/torn/mutilated/ Ms. Susmita Sengupta Executive Director (Member)
defaced certificates;
Note:
VI. Request relating to dematerialization and Mrs. Radhika Haribhakti was appointed as Chairperson
rematerialisation of shares; of CSR Committee w. e. f. March 21, 2017 in place of
VII. Request relating to modes of paying the Mr. Santosh Kumar.
Dividend i.e. through Electronic clearing
service, RTGS and issue of Dividend Warrant Meetings and attendance:
for dividend payment/Interest etc. One (1) meeting of the Corporate Social Responsibility
VIII. Complaints related to transfer of shares, non- Committee was held during the financial year 2016-17.
receipt of annual report and non-receipt of
declared dividends. Below table gives the details of the attendance of
the members of the Corporate Social Responsibility
Committee at its meetings held during the financial year
b) Other matters related to or arising out of 2016-17.
shareholders/investors services including
preparation and approval of periodical reports.
Name of the Member CSR Committee Meeting
August 20, 2016
Number of complaints received / disposed during the year
ended March 31, 2017 Mr. Santosh Kumar Y
Mrs. Radhika Haribhakti NA
Complaints outstanding as on April 01, Nil
2016 Mr. Rajeev Mathur Y
Complaints received during the year 108 Ms. Susmita Sengupta Y
ended March 31, 2017
Terms of Reference of the Corporate Social
Complaints resolved during the year 108
Responsibility Committee:
ended March 31, 2017
Following are functions and powers of the CSR committee
Complaints pending as on March 31, 2017 Nil
including those as enumerated in the Companies Act,
2013 and Rules made there under:
d. Corporate Social Responsibility Committee:
The composition, powers, role and terms of 1. To formulate and recommend to the Board a
reference of CSR Committee are in accordance with Corporate Social Responsibility Policy and subsequent
the requirements mandated under Section 135 of amendments as required from time to time.
the Companies Act, 2013.
2. To ensure that the Corporate Social Responsibility
Composition and attendance during the financial Policy shall include/ indicate the activities to be
year: undertaken by the Companies as specified in
Composition: Schedule VII of the Companies Act, 2013 and the
rules made there under, from time to time excluding
Corporate Social Responsibility Committee as on March
the activities undertaken in pursuance of its normal
31, 2017, comprised of following three (3) Members of
course of business.
the Board:

3. To monitor the Corporate Social Responsibility e. Performance Review Board Committee:

Policy by instituting a transparent monitoring
mechanism for implementation of the CSR projects Composition and attendance during the financial
or programs or activities undertaken by the year:
Company from time to time.
Composition:
4. To recommend the annual budget for the Corporate The Performance Review Board Committee as on March
Social Responsibility activities of the Company in 31, 2017, comprised of following Four (4) Members of
compliance with the relevant statutory provisions. the Board:
Name of the Member Category
5. To assist the Board to ensure that the Company
spends towards the Corporate Social Responsibility Mr. Santosh Kumar Non-Executive & Independent
activities, in every Financial Year, such percentage of Director (Chairman)
average net profit /amount as may be prescribed Mr. Raj Kishore Tewari Non-Executive & Independent
in the Companies Act, 2013 and/or Rules made Director (Member)
there under. Mr. Akhil Mehrotra Non-Executive & Non Independent
Director (Member)
6. To explain to the Board of Directors of the Company,
if the Company fails to spend the prescribed Mr. Rajeev Mathur Executive Director (Member)
amount within the financial year.
Whole Time Director (presently Ms. Susmita Sengupta)
7. To provide updates to the Board at regular interval shall be Permanent Invitee of the Committee.
of six months on the Corporate Social Responsibility
activities. Note:
Mr. Rajeev Mathur, Managing Director was appointed as
8. Subject to these terms of reference, the Corporate Member of Performance Review Board Committee w. e.
Social Responsibility Committee shall have the f. September 01, 2016.
power to regulate its own proceedings.
Meetings and attendance:
9. To review and recommend the CSR plan for the Eleven (11) meetings of the Performance Review Board
ensuing financial year to the Board of Directors. Committee were held during the financial year 2016-17.
10. To approve any project that may come during the

year and which is not covered in the CSR Plan up to
such amount as may be prescribed by the Board of
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Directors from time to time.
11. Such other functions as may be prescribed.

Below table gives the details of the attendance of the members of the Performance Review Board Committee at its meetings
held during the financial year 2016-17.
Date of Performance Review

Name of the Director
Board Meeting
Mr. Santosh Kumar Mr. Raj Kishore Tewari Mr. Akhil Mehrotra Mr. Rajeev Mathur
April 26, 2016 Y Y Y NA
May 30, 2016 Y Y Y NA
June 29, 2016 Y N Y NA
July 27, 2016 Y Y Y NA
September 01, 2016 Y Y Y NA
September 27, 2016 Y Y Y Y
October 27, 2016 Y Y Y Y
November 28, 2016 Y Y Y Y
January 05, 2017 Y Y Y Y
January 31, 2017 Y Y Y Y
February 28, 2017 Y Y Y Y
Terms of Reference of the Performance Review Review of information by Performance Review Board
Board Committee: Committee:
Powers of the Performance Review Board Committee: The Performance Review Board Committee shall
The Performance Review Board Committee shall have review the following information with regard to actual
powers; which shall include the following: achievement versus budgeted targets:
I. To review and investigate any activity within its (i) Gas sales volume across all customer segments.
terms of reference; (ii) Physical and financial performance.
II. To seek information from any employee / (iii) Customer conversions/connections for all segments
executives/ officers; (Domestic, Commercial, Industrial and CNG);
(iv) CNG Outlets commissioned.
III. To obtain advice from in house / outside person, if
required; (v) CNG Compression capacity.
(vi) Steel and PE Pipeline network.
IV. To secure attendance of outsiders with relevant
expertise, if it considers necessary; (vii) Capex and Opex spent
(viii) Profitability of the Company.
V. To take necessary action against any of the
employee of the Company, who are directly and (ix) Planning and C&P Process for various activities.
indirectly involved with activities being reviewed (x) Getting land for CNG stations.
by the Committee.
(xi) Health monitoring of contracts.
(xii) Customer grievance status.
(xiii) Any other matters, as the committee may deem fit.

Terms of Reference and Role of the Performance xi) The Committee shall review the Asset Integrity
Review Board Committee: management at regular intervals.
The terms of reference and role of the Performance
Review Board Committee in relation to the information/ xii) The Committee shall review the Key Performance
activity / (ies) as mentioned in above para 5.1 shall Area (KPA) of concerned departments.
include the following:
xiii) Carrying out any other functions as mentioned
i) The Performance Review Board Committee may herewith or as the MGL Board may advise the
invite such number of the executives/officers of Committee from time to time.
the Company, as it considers appropriate to be
present at the meetings of the committee, but on f. IPO Committee
occasions it may also meet without the presence of The IPO Committee was constituted to overlook
any executives / officers of the Company. the Initial Public Offer of MGL. The Shares of the
Company were listed on July 01, 2016 on BSE
ii) Meetings of the Performance Review Board Limited and National Stock Exchange Limited.
Committee shall be conducted in English and the Upon completion of the IPO of the Company, the
Minutes thereof shall be recorded in writing in Committee was dissolved.
English;
Composition and attendance during the financial
iii) The minutes of meetings of the Performance year:
Review Board Committee shall be produced before Composition:
the MGL Board on a regular interval.
The IPO Committee comprised of following five (5)
iv) The Performance Review Board Committee shall Members of the Board:
submit its report to the MGL Board periodically.
Name of the Member Category
v) The Committee shall review actual achievement Mr. Jainendar Kumar Jain Non-Executive & Independent
versus budgeted targets. Director (Chairman)
vi) The Committee shall review and note the variances, Dr. Ashutosh Karnatak Non-Executive & Non
if any, in the actual versus budgeted. Independent Director (Member)
Mr. Akhil Mehrotra Non-Executive & Non
vii) The Committee shall review the comments and Independent Director (Member)
also ascertain or find out the reasons of variances, Mr. Rajeev Mathur Executive Director (Member)
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if any.
Ms. Susmita Sengupta Executive Director (Member)
viii) In case of variances or under achievement of
physical targets, the Committee shall discuss the Meetings and attendance:
necessary remedial actions and provide advice and Four (4) meeting of the IPO Committee were held during
guidance on remedial actions. the financial year 2016-17.
ix) The Committee shall review the physical

performance report of the Company at regular
intervals.
x) The Committee shall review the Customer Care

management activities.

Below table gives the details of the attendance of the members of the IPO Committee at its meetings held during the
financial year 2016-17:
Name of the Member IPO Committee Meeting

May 30, 2016 June 10, 2016 June 25, 2016 June 29, 2016
Mr. Jainendar Kumar Jain Y Y Y N
Dr. Ashutosh Karnatak N N N N
Mr. Akhil Mehrotra Y Y Y Y
Mr. Rajeev Mathur Y Y Y Y
Ms. Susmita Sengupta Y N Y Y
g. Separate meeting of Independent Directors:

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and
Regulation 25 (3) of Listing Regulations, a meeting of the Independent Directors was held on March 21, 2017, to a)
review performance of non - independent directors and Board as a whole b) review performance of Chairperson of the
Company, taking into account the views of executive directors and non – executive directors c) assess quality, quantity
and timeliness of flow of information between the Company management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
6. Annual General Meetings:

Details of location, date, time and special resolutions passed in previous three Annual General Meetings of the Company are
as follows:
Year Date & Time Location Special Resolutions passed
2015-16 September 26, IES 1. To adopt new set of Articles of Association of the Company.
2016 at Manik 2. To re-appoint Mr. Santosh Kumar as an Independent Director of
10.30 Hours Sabhagriha, Bandra the Company.
Reclamation,
3. To re-appoint Mr. Arun Balakrishnan as an Independent Director
Bandra (West),
of the Company.
Mumbai
4. To pay Commission to Non-Executive & Independent Directors
2014 - 15 July 31, 2015 at Taj Lands End Hotel, 1. Approval of Material Related Party Transactions
12.30 Hours Mumbai
2013 - 14 September 29, Hotel Trident , 1. No Special Resolution was passed
2014 at 11.00 Hours Mumbai
Extra-Ordinary General Meeting: Disclosures:

During the Financial Year 2016-17, no Extra-Ordinary a. Code of Conduct:
General meeting of the Company was held. The Company has in place a comprehensive
Code of Conduct (the Code) applicable to the
Postal Ballot: Board, Senior Management Personnel and
No approval of shareholders was sought by means of Managerial Personnel. The Code of Conduct is
postal ballot during the financial year 2016-2017. There formulated with a purpose to ensure good corporate
is no immediate proposal for passing any resolution governance and ethical and transparent process in
through Postal Ballot. None of the businesses proposed managing the affairs of the Company. A copy of
to be transacted at ensuing AGM requires passing of the Code has been put on the Company’s website
resolution through Postal Ballot. (www.mahanagargas.com). The Code has been
circulated to Directors and Management Personnel,
and its compliance is affirmed by them annually.
Declaration: The Company has not entered into any materially

I hereby confirm that the Company has obtained from all significant contract with its Promoters, Directors
the members of the Board and Management Personnel, or the Management or Relatives etc., during the
affirmation that they have complied with the Code of Financial Year 2016-17, except the Material Related
Conduct for the financial year 2016-2017. Party Transaction with GAIL (India) Limited as
Sd/- mentioned in the point no. 32.3 of the Notes to
Date: May 10, 2017 (Rajeev Mathur) Accounts. The policy on related party transactions
Place: Mumbai Managing Director is uploaded on the website of the Company. The
web link of the Policy is www.mahanagargas.com.
b. Familiarization Programme for the Directors:
e. Adherence to Accounting Standards:
Pursuant to requirements of Regulation 25(7) of
Listing Regulations, the Company conducts the In the preparation of financial statements, the
familiarization program for all Directors including Company has followed the Accounting Standards
Independent Directors giving an overview of the notified pursuant to Companies (Indian Accounting
Company’s operations, products, Board constitution, Standards) Rules, 2015 and the relevant provision
business model of the Company and roles, rights, of the Companies Act, 2013. The significant
responsibilities of Independent Directors. accounting policies which are consistently applied
have been set out in the Notes to the Financial
Periodic presentations are made at the Board Statements.
and Board Committee Meetings, on business and
performance updates of the Company, business f. Risk Management and internal control policies
strategy and risks involved. Periodically, updates adopted by the Company:
on relevant statutory changes and judicial The Company has a well-defined Risk Management
pronouncements encompassing important Framework in place. The Company has procedures
amendments are briefed to the Directors. The details to periodically place before the Audit Committee
of such Familiarization Programme for Independent and the Board, the risk assessment and mitigation
Directors are disclosed on the website of the plans being followed by the Company.
Company. Weblink: www.mahanagargas.com.
g. Details of non-compliance during the last three
c. Whistle Blower Policy: years:
The Company has framed a Whistle Blower The Company has not been imposed with any
Policy wherein employees are free to report any penalty / strictures by Stock Exchanges, SEBI or
improper activity resulting in violations of laws, any other statutory authority for non-compliance
rules, regulations or code of conduct by any of of any matter related to capital market during the
CGR
the employees, to the Competent Authority or last three years. The Company has listed its shares
Chairman of the Audit Committee, as the case may on stock exchanges on July 01, 2016 and is strictly
be. The confidentiality of those reporting violations following the rules, regulations, guidelines issued
shall be maintained and they shall not be subjected by various regulatory Authorities.
to any discriminatory practice. No employee has
been denied access to the Audit Committee. h. Directors retiring by rotation:
Mr. Akhil Mehrotra, Non-Executive Director, will
d. Disclosure on material significant related party retire by rotation at the ensuing Annual General
transactions: Meeting and his brief profile has been made part of
Related party transactions are disclosed in Notes Annual report.
to Accounts forming part of this Annual Report.
There are no material pecuniary relationships or
transactions with the Non-Executive Directors.

i. CEO / CFO Certification: www.mahanagargas.com. These are also

CEO / CFO Certification as required under the submitted to the Stock Exchanges in
provisions of Regulation 17 (8) of Listing Regulations accordance with the Listing Agreement
have been made part of this Report. and published in leading newspapers like
‘Financial Express’ and ‘Loksatta’.
j. Details of compliance and Adoption/Non Annual Report: Annual Report containing

Adoption of the non- mandatory requirements inter alia audited Annual Accounts, Directors’
for the year ended March 31, 2017: Report, Auditors’ Report, and other important
information are circulated to Members and
I. The Company complies with corporate others entitled thereto. The Management’s
governance requirements as specified under Discussion and Analysis (MD&A) Report forms
Listing Regulations. part of the Annual Report.
II. The Chairman of the Company is a Non- Corporate

Filing: Announcements,
Executive Director. Quarterly Results, Shareholding Pattern etc.
of the Company are regularly filed by the
III. The Company does not send half-yearly Company with the Stock Exchanges and are
financial results including summary of the available on the website of BSE Limited at
significant events in the last six months to the www.bseindia.com, National Stock Exchange
household of each shareholder as the financial of India Limited at www.nseindia.com and also
results are published in the newspapers and available on the website of the Company at
also posted on the website of the Company www.mahanagargas.com.
and the websites of BSE and NSE.
IV. The auditors have issued an unmodified II. Corporate Identity Number (CIN):
opinion of the financial statements of the
The Company is registered with Registrar of
Company. Companies (ROC) in State of Maharashtra,
V. The Company has separate position for India. The Corporate Identity Number
Chairman and Managing Director. (CIN) allotted to the Company by the
Ministry of Corporate Affairs (MCA) is
VI. The Internal Auditor reports their findings to L40200MH1995PLC088133.
the Audit Committee of the Company.
k. Shareholders Information: III. Listing on Stock Exchanges and Stock

Codes:
I. Means of Communication:

Shares of the Company are currently listed on
Website: The Company’s website
the following stock exchanges:
www.mahanagargas.com contains a
separate dedicated section ‘INVESTOR’ where Name Address Stock Code
shareholders information is available. The full
Annual Report is also available on the website BSE Limited Phiroze Jeejeebhoy Towers, 539957
in a user friendly and downloadable form. Dalal Street, Mumbai-400001
Apart from this, official news releases, detailed National Stock Exchange Plaza, MGL
presentations made to institutional investors / Exchange of Bandra - Kurla Complex,
analysts etc., and transcript of conference calls India Limited Bandra (East),
are also displayed on the Company’s website. Mumbai - 400051
Financial Results: The annual, half-

The Listing fees for the financial year 2016-17
yearly and quarterly results are regularly
have been paid to both BSE and NSE.
posted by the Company on its website

IV. General Details of the Company: dividend will be paid to those members of the
Company whose names would appear in the
Registered Office: MGL House, Block G-33,
register of members as on Friday, September
Bandra-Kurla Complex, Bandra (East), Mumbai
15, 2017
- 400 051
IX. Company Secretary and Compliance Officer
V. Financial Year of the Company is from April
of the Company:
to March.
Mr. Alok Mishra
VI. Forthcoming Annual General Meeting of Company Secretary and Compliance Officer
the Company: MGL House, Block G-33
Bandra-Kurla Complex, Bandra (East)
Mumbai - 400 051
Day Date Time Venue Tel: +91 (22) 2652 8924
Monday September 11.00 am IES Manik Sabhagriha, Fax: +91 (22) 2652 8925
25, 2017 Bandra Reclamation, Email: [email protected]
Bandra (West), The members may communicate investor’s
Mumbai complaints to the Company Secretary on the
above mentioned co-ordinates.
VII. Dates of Book Closure:
Book Closure for Dividend will be from X. Unclaimed Dividend:
Saturday, September 16, 2017 to Monday,
According to the provisions of the Companies
September 25, 2017, both days inclusive. Act, 2013, the amount in the dividend account
remaining unclaimed for a period of seven
VIII. Dividend Payment date: years from the date of its disbursement,
Interim Dividend for the financial year 2016- has to be transferred to Investors Education
2017 of ` 8.00 per equity share declared by the and Protection fund (IEPF) maintained by
Board on February 11, 2017 was paid to those Government of India.
members whose names were appearing in the Following are the details of the unclaimed
Register of Members as on February 20, 2017. dividend, if not claimed within the period of 7
The Board has recommended final dividend years, then the same will be transferred to the
of `11.00 per equity share for Financial Year Investors Education and Protection fund (IEPF)
2016-17. If approved by the members, final in accordance with the schedule given below:
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Financial Year Date of declaration of Total dividend Unclaimed Due Date for Percentage
dividend and type of (In `) dividend as on transfer of of unclaimed
dividend March 31, 2017 unclaimed dividend over
(In `) dividend to IEPF Total Dividend
2016-17 February 11, 2017 – 1st Interim 1,563,478,000.00 683,900.00 March 10, 2024 0.04
2015-16 September 26, 2016 – Final 776,351,042.00 515,136.00 October 25, 2023 0.07

XI. Outstanding Unclaimed Shares:

The status of outstanding unclaimed shares in the Unclaimed Share Suspense Account of the Company is as under:-

Particulars No. of No. of equity shares of

Shareholders ` 10.00 each
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed -- Nil
Suspense Account as on April 01, 2016.
Number of shareholders who approached the Company for transfer of shares from 1 175*
the said Unclaimed Suspense Account during the period from April 01, 2016 up to
March 31, 2017.
Number of shareholders to whom shares were transferred from the Unclaimed 1 175
Suspense Account during the said period.
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed - Nil
Suspense Account as on March 31, 2017
* 175 shares were dropped while crediting shares in NSDL and CDSL during the Initial Public Offer
XII. Dematerialization of Shares:

The Company’s Equity Shares have been dematerialized with the Central Depository Services (India) Limited
(CDSL) and National Securities Depositories Limited (NSDL). The International Security Identification Number
(ISIN) is INE002S01010.
As on March 31, 2017, 98777077 Equity Shares comprising of 99.99% of the Company’s shares are held in
dematerialized form.
XIII. Share Transfer System:

The shares of the Company are traded in dematerialized form. Shares received in physical form are transferred
within the stipulated period from the date of lodgment subject to documents being valid and complete in all
respects. There were no overdue share transfers pending as on March 31, 2017. In order to expedite the process of
share transfer, the Company has delegated the power of share transfer to its officers. The Company obtains from a
Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required
under Regulation 40(9) of the Listing Regulations and files a copy of the certificate with the Stock Exchanges.
Stock Market data:
Equity Shares of ` 10.00 paid-up value:
Month BSE (in `) NSE (in `)

High Price Low Price High Price Low Price
July-2016 549.15 493.20 548.95 492.65
August-2016 660.90 504.00 661.40 504.00
September-2016 679.95 600.00 679.95 598.00
October-2016 802.25 665.10 803.25 664.30
November-2016 899.00 642.75 828.00 635.10
December-2016 795.00 731.00 797.00 730.10
January-2017 888.00 789.40 888.00 788.65
February-2017 956.00 850.15 955.50 849.00
March-2017 904.00 845.00 907.70 844.00
Note: The shares of the Company got listed on July 01, 2016 at BSE and NSE.

The performance of the equity share price of the Company vis-à-vis the BSE Sensex at BSE is as under:
200
MGL BSE Sensex
180
160
140
120
100
80
60
40
20
0
Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-16 Feb-16 Mar-16
The performance of the equity share price of the Company vis-à-vis the Nifty 50 at NSE is as under:
200
MGL Nifty 50
180
160
140
120
CGR
100
80
60
40
20
0
Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17

i. Distribution of Shareholding as on March 31, 2017
Shareholding of Shareholders Percentage Nominal Value of Percentage holding

nominal value Equity Shares
1 -- 5000 84895 98.3970 42312840 4.2836
5001 -- 10000 729 0.8449 5480800 0.5549
10001 -- 20000 306 0.3547 4553470 0.4610
20001 -- 30000 89 0.1032 2251440 0.2279
30001 -- 40000 29 0.0336 1029330 0.1042
40001 -- 50000 26 0.0301 1219800 0.1235
50001 -- 100000 61 0.0707 4515390 0.4571
100001 -- ******** 143 0.1657 926414710 93.7878
Total 86278 100 987777780 100
ii. Shareholding pattern as on March 31, 2017
Sr. No. of No. of Equity Nominal Value of Percentage

Category of Shareholders
No. Shareholders Shares Equity Shares Holding
1. Promoters & Promoters Group 2 64,205,450 642,054,500 65.00
2. Institutions
a) Mutual Fund 34 5,287,227 52,872,270 5.35
b) Venture Capital Funds - - - -
c) Alternate Investment Funds - - - -
d) Foreign Venture Capital Investors - - - -
e) Foreign Portfolio Investor 86 9,683,175 96,831,750 9.80
f ) Financial Institutions / Banks 5 68,476 684,760 0.07
g) Insurance Companies 22 2,578,515 25,785,150 2.61
h) Provident Funds / Pension Funds - - - -
3. Central Government / State Government(s)/
President of India
(i) Governor of Maharashtra 1 9,877,778 98,777,780 10.00
4. Non-Institutions -
a) Individuals 80,659 5,529,694 55,296,940 5.60
b) NBFCs registered with RBI - - - -
c) Employee Trusts - - - -
d) Overseas Depositories (holding DRs) - - - -
(balancing figure)
e) Any Other (Specify)
i) Trusts 6 401,935 4,019,350 0.41
ii) Hindu Undivided Family 3,672 262,408 2,624,080 0.27
iii) Non Resident Indians (Non Repat) 236 28,168 281,680 0.03
iv) Non Resident Indians (Repat) 752 150,151 1,501,510 0.15
v) Foreign Portfolio Investor (Individual) 1 1,450 14,500 0.00
vi) Clearing Member 266 149,751 1,497,510 0.15
vii) Bodies Corporate 536 553,600 5,536,000 0.56
Total 86,278 98,777,778 987,777,780 100

Shareholding Pattern as on March 31, 2017
Promoters & Promoters Group

Mutual Fund
Foreign Portfolio Investor
Financial/Institutions/Banks
Insurance Companies
State Government
Individuals
Others
Bodies Corporate
iii. Top 10 shareholders as on March 31, 2017:
Sr. Name of the Shareholder No. of Shares held Percentage

No. (%)
1 GAIL (India) Ltd 32102740 32.5000
2 BG Asia Pacific Holdings Pte. Limited 32102710 32.4999
3 Governor of Maharashtra 9877778 10.0000
4 Goldman Sachs India Limited 1191871 1.2066
5 Eastspring Investments India Equity Open Limited 1066730 1.0799
6 Franklin India Smaller Companies Fund 1031121 1.0439
7 UTI-Dividend Yield Fund 837000 0.8474
8 Stichting Depositary APG Emerging Markets Equity Pool 725500 0.7345
9 Somerset Small Mid Cap EM All Country Fund LLC 633647 0.6415
10 Birla Sun Life Trustee Company Private Limited A/C Birla Sun Life Equity Fund 588000 0.5953
iv. Contact details of Registrar and Share Transfer Agent of the Company:
Link Intime India Pvt Ltd
CGR
C 101, 247 Park,
L B S Marg, Vikhroli West,
Mumbai 400 083
Tel No: +91 22 49186000 Fax: +91 22 49186060
v. Plant Locations:
a. City Gate Station, Opposite Anik Bus Depot, Sion, Mumbai - 400 022.
b. City Gate Station, MIDC Mahape, Post-Koper Khairane, Navi Mumbai - 400 709.
c. City Gate Station, Plot No : TAK-A, Ambernath Industrial Area, Ambernath - Badlapur Road, Village - Chikhaloli, Tal-
Ambernath, District – Thane – 421 506.
d. City Gate Station, Plot No: J-93/2, Taloja MIDC Area, Taloja, District – Raigad – 410 208.

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:
(a) We have reviewed the financial statements and the cash flow statement of Mahanagar Gas Limited for the year ended March
31, 2017 and that to the best of our knowledge and belief :
1) These statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
2) 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.
(b) 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.
(c) 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 take to rectify these deficiencies.
(d) We have indicated to the Auditors and the Audit Committee :
1) Significant changes, if any, in the internal control over financial reporting during the year.
2) 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
3) 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 12, 2017 S. M Ranade Rajeev Mathur
Place : Mumbai Chief Financial Officer Managing Director

Certificate on Corporate Governance
To,
The Members of
We have examined the compliance of conditions of Corporate Governance by Mahanagar Gas Limited (hereinafter referred as
“Company”) for the year ended March 31, 2017 as prescribed in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of
regulation 46 and paras C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”).
We state that compliance of conditions of Corporate Governance is the responsibility of the management and our examination
was limited to procedures and implementation thereof adopted by the Company for ensuring compliance with conditions of
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
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, we certify that the Company has complied with the conditions of Corporate Governance as prescribed under Listing
Regulations.
We further 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.
This certificate is issued solely for the purposes of complying with Listing Regulations and may not be suitable for any other
purpose.
For Mehta & Mehta,

Company Secretaries
Sd/-
Dipti Mehta
Partner
CGR
FCS No : 3667
CP No. : 3202
Place : Mumbai
Date : May 26, 2017

Independent Auditors’ Report
To The Members of Mahanagar Gas Limited
Report on the Ind AS Financial Statements We conducted our audit of the Ind AS financial statements in
We have audited the accompanying Ind AS financial statements accordance with the Standards on Auditing specified under
of Mahanagar Gas Limited (“the Company”), which comprise Section 143(10) of the Act. Those Standards require that we
the Balance Sheet as at 31st March, 2017, and the Statement of comply with ethical requirements and plan and perform the
Profit and Loss (including Other Comprehensive Income), the audit to obtain reasonable assurance about whether the Ind
Cash Flow Statement and the Statement of Changes in Equity AS financial statements are free from material misstatement.
for the year then ended, and a summary of the significant
accounting policies and other explanatory information. An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the Ind
Management’s Responsibility for the Ind AS Financial AS financial statements. The procedures selected depend
Statements on the auditor’s judgment, including the assessment of
the risks of material misstatement of the Ind AS financial
The Company’s Board of Directors is responsible for the statements, whether due to fraud or error. In making those risk
matters stated in Section 134(5) of the Companies Act, 2013 assessments, the auditor considers internal financial control
(“the Act”) with respect to the preparation of these Ind AS relevant to the Company’s preparation of the Ind AS financial
financial statements that give a true and fair view of the statements that give a true and fair view in order to design
financial position, financial performance including other audit procedures that are appropriate in the circumstances.
comprehensive income, cash flows and changes in equity of An audit also includes evaluating the appropriateness of
the Company in accordance with the accounting principles the accounting policies used and the reasonableness of the
generally accepted in India, including the Indian Accounting accounting estimates made by the Company’s Directors,
Standards (Ind AS) prescribed under section 133 of the Act. as well as evaluating the overall presentation of the Ind AS
financial statements.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act We believe that the audit evidence obtained by us is sufficient
for safeguarding the assets of the Company and for preventing and appropriate to provide a basis for our audit opinion on the
and detecting frauds and other irregularities; selection and Ind AS financial statements.
application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; Opinion
and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for In our opinion and to the best of our information and according
ensuring the accuracy and completeness of the accounting to the explanations given to us, the aforesaid Ind AS financial
records, relevant to the preparation and presentation of the statements give the information required by the Act in the
Ind AS financial statements that give a true and fair view and manner so required and give a true and fair view in conformity
are free from material misstatement, whether due to fraud or with the accounting principles generally accepted in India, of
error. the state of affairs of the Company as at 31st March, 2017, and
its profit, total comprehensive income, its cash flows and the
Auditor’s Responsibility changes in equity for the year ended on that date.
Our responsibility is to express an opinion on these Ind AS Report on Other Legal and Regulatory Requirements
financial statements based on our audit.
1. As required by Section 143(3) of the Act, based on our
In conducting our audit, we have taken into account the audit we report, to the extent applicable that:
provisions of the Act, the accounting and auditing standards a) We have sought and obtained all the information
and matters which are required to be included in the audit and explanations which to the best of our
report under the provisions of the Act and the Rules made knowledge and belief were necessary for the
thereunder. purposes of our audit.
b) In our opinion, proper books of account as required

by law have been kept by the Company so far as it
appears from our examination of those books.

MD&A DIRECTORS
REPORT
Independent Auditors’ Report

To The Members of Mahanagar Gas Limited
c) The Balance Sheet, the Statement of Profit and i. The Company has disclosed the impact of
Loss including Other Comprehensive Income, the pending litigations as at the year end on
Cash Flow Statement and Statement of Changes in its financial position in its Ind AS financial
Equity dealt with by this Report are in agreement statements.
with the books of account.
ii. The Company has made provision, as required
d) In our opinion, the aforesaid Ind AS financial under the applicable law or accounting
statements comply with the Indian Accounting standards, for material foreseeable losses,
Standards prescribed under section 133 of the Act. if any, on long-term contracts including
derivative contracts.
e) On the basis of the written representations received
from the directors as on 31st March, 2017 taken iii. There were no amounts which were required
on record by the Board of Directors, none of the to be transferred to the Investor Education
directors is disqualified as on 31st March, 2017 from and Protection Fund by the Company.
being appointed as a director in terms of Section
164(2) of the Act. iv. The Company has provided requisite
disclosures in the Ind AS financial statements
f ) With respect to the adequacy of the internal as regards its holding and dealings in Specified
financial controls over financial reporting of the Bank Notes as defined in the Notification
Company and the operating effectiveness of such S.O. 3407(E) dated the 8th November,
controls, refer to our separate Report in “Annexure 2016 of the Ministry of Finance, during the
A”. Our report expresses an unmodified opinion on period from 8th November, 2016 to 30th
the adequacy and operating effectiveness of the December, 2016. Based on audit procedures
Company’s internal financial controls over financial performed and the representations provided
reporting. to us by the management we report that the
disclosures are in accordance with the books
g) With respect to the other matters to be included of account maintained by the Company.
in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, 2. As required by the Companies (Auditor’s Report) Order,
as amended, in our opinion and to the best of our 2016 (“the Order”) issued by the Central Government in
information and according to the explanations terms of Section 143(11) of the Act, we give in “Annexure
given to us: B” a statement on the matters specified in paragraphs 3
and 4 of the Order.
For DELOITTE HASKINS & SELLS

Chartered Accountants
(Firm’s Registration No. 117365W)
Sd/-
Rupen K. Bhatt
FINANCIALS
Place: Mumbai (Partner)

Date: 26th May, 2017 (Membership No. 46930)

Annexure “A” to the Independent
Auditors’ Report
(Referred to in paragraph 1(f) under ‘Report on Other Legal and about whether adequate internal financial controls over
Regulatory Requirements’ section of our report of even date) financial reporting was established and maintained and if such
controls operated effectively in all material respects.
Report on the Internal Financial Controls Over Financial
Reporting under Clause (i) of Sub-section 3 of Section 143 of Our audit involves performing procedures to obtain audit
the Act evidence about the adequacy of the internal financial
controls system over financial reporting and their operating
We have audited the internal financial controls over financial effectiveness. Our audit of internal financial controls over
reporting of Mahanagar Gas Limited (“the Company”) as of financial reporting included obtaining an understanding of
March 31, 2017 in conjunction with our audit of the Ind AS internal financial controls over financial reporting, assessing
financial statements of the Company for the year ended on the risk that a material weakness exists, and testing and
that date. evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected
Management’s Responsibility for Internal Financial depend on the auditor’s judgement, including the assessment
Controls of the risks of material misstatement of the financial statements,
The Company’s management is responsible for establishing whether due to fraud or error.
and maintaining internal financial controls based on “the
internal control over financial reporting criteria established We believe that the audit evidence we have obtained is
by the Company considering the essential components of sufficient and appropriate to provide a basis for our audit
internal control stated in the Guidance Note on Audit of opinion on the Company’s internal financial controls system
Internal Financial Controls Over Financial Reporting issued over financial reporting.
by the Institute of Chartered Accountants of India”. These
Meaning of Internal Financial Controls Over Financial
responsibilities include the design, implementation and
Reporting
maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient A company’s internal financial control over financial reporting
conduct of its business, including adherence to company’s is a process designed to provide reasonable assurance
policies, the safeguarding of its assets, the prevention and regarding the reliability of financial reporting and the
detection of frauds and errors, the accuracy and completeness preparation of financial statements for external purposes in
of the accounting records, and the timely preparation of accordance with generally accepted accounting principles. A
reliable financial information, as required under the Companies company’s internal financial control over financial reporting
Act, 2013. includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately
Auditor’s Responsibility and fairly reflect the transactions and dispositions of the
Our responsibility is to express an opinion on the Company’s assets of the company; (2) provide reasonable assurance that
internal financial controls over financial reporting based transactions are recorded as necessary to permit preparation
on our audit. We conducted our audit in accordance with of financial statements in accordance with generally accepted
the Guidance Note on Audit of Internal Financial Controls accounting principles, and that receipts and expenditures
Over Financial Reporting (the “Guidance Note”) issued by of the company are being made only in accordance with
the Institute of Chartered Accountants of India and the authorisations of management and directors of the company;
Standards on Auditing prescribed under Section 143(10) of the and (3) provide reasonable assurance regarding prevention
Companies Act, 2013, to the extent applicable to an audit of or timely detection of unauthorised acquisition, use, or
internal financial controls. Those Standards and the Guidance disposition of the company’s assets that could have a material
Note require that we comply with ethical requirements and effect on the financial statements.
plan and perform the audit to obtain reasonable assurance

Annexure “A” to the Independent
Auditors’ Report
Inherent Limitations of Internal Financial Controls Over Opinion

Financial Reporting In our opinion, to the best of our information and according to
Because of the inherent limitations of internal financial the explanations given to us, the Company has, in all material
controls over financial reporting, including the possibility respects, an adequate internal financial controls system over
of collusion or improper management override of controls, financial reporting and such internal financial controls over
material misstatements due to error or fraud may occur and financial reporting were operating effectively as at March 31,
not be detected. Also, projections of any evaluation of the 2017, based on, “the internal control over financial reporting
internal financial controls over financial reporting to future criteria established by the Company considering the essential
periods are subject to the risk that the internal financial control components of internal control stated in the Guidance Note”.
over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

Sd/-
Rupen K. Bhatt
FINANCIALS

Annexure “B” to the Independent
Auditors’ Report
(Referred to in paragraph 2 under ‘Report on Other Legal and relevant provisions of the Companies Act, 2013 and
Regulatory Requirements’ section of our report of even date) the Companies (Acceptance of Deposits) Rules, 2014,
as amended, with regard to the deposits accepted.
(i) (a) The Company has maintained proper records According to the information and explanations given
showing full particulars, including quantitative to us, no order in this respect has been passed by the
details and situation of fixed assets. Company Law Board or the National Company Law
Tribunal or the Reserve Bank of India or any Court or any
(b) The fixed assets were physically verified during other Tribunal with regard to the company.
the year by the Management in accordance with
a regular programme of verification which, in our (vi) We have broadly reviewed the cost records maintained
opinion, provides for physical verification of all by the Company pursuant to The Companies (Cost
the fixed assets at reasonable intervals. According Records and Audit) Amendment Rules, 2014, prescribed
to the information and explanation given to us, by the Central Government under sub-section (1) of
no material discrepancies were noticed on such Section 148 of the Companies Act, 2013, and are of the
verification. opinion that, prima facie, the prescribed cost records
have been made and maintained. We have, however,
(c) In our opinion and according to the information not made a detailed examination of the cost records
and explanations given to us and the records with a view to determine whether they are accurate or
examined by us and based on the examination complete.
of the registered conveyance deed provided to
us, we report that, the title deeds, comprising all (vii) In our opinion and according to the information and
the immovable properties of buildings which are explanations given to us, in respect of statutory dues:
freehold, are held in the name of the Company as at
(a) The Company has been regular in depositing
the balance sheet date.
undisputed statutory dues, including Provident
Fund, Employees’ State Insurance, Income-tax,
(ii) In our opinion and according to the information and
Sales Tax, Service Tax, Customs Duty, Excise Duty,
explanations given to us, the inventories were physically
Value Added Tax, cess and other material statutory
verified during the year by the Management at
dues applicable to it to the appropriate authorities.
reasonable intervals and no material discrepancies were
noticed on physical verification.
(b) There were no undisputed amounts payable
in respect of Provident Fund, Employees’ State
(iii) In our opinion and according to the information and
Insurance, Income-tax, Sales Tax, Service Tax,
explanations given to us, the Company has not granted
Customs Duty, Excise Duty, Value Added Tax, cess
any loans, secured or unsecured, to companies, firms,
and other material statutory dues in arrears as at
Limited Liability Partnerships or other parties covered
March 31, 2017 for a period of more than six months
in the register maintained under section 189 of the
from the date they became payable.
Companies Act, 2013.
(c) Details of dues of Income-tax, Sales Tax, Service
(iv) In our opinion and according to the information and
Tax, Customs Duty, Excise Duty, and Value Added
explanations given to us, the Company has complied
Tax which have not been deposited as on March 31,
with the provisions of Sections 185 and 186 of the
2017 on account of disputes are given below:
Companies Act, 2013 in respect of grant of loans, making
investments and providing guarantees and securities, as
applicable.
(v) In our opinion and according to the information and

explanations given to us, the Company has complied
with the provisions of Sections 73 to 76 or any other

Annexure “B” to the Independent
Auditors’ Report
(` in Lakh)
Name of Nature of Forum where Dispute Period to which the Amount Amount
Statute Dues is Pending Amount Relates Involved Unpaid
Central Excise Excise Duty High Court March 2001 to December 2004 281.86 281.86
Act, 1944 CESTAT June 2003 to November 2015 15,657.20 15,229.95
Commissioner / Commissioner (Appeals) April 2014 to April 2016 1,445.50 1,444.27
Below Commissioner May 2010 to January 2016 403.85 403.85
Central Excise Service Tax CESTAT April 2005 to September 2015 434.63 432.20
Act, 1944 Commissioner / Commissioner (Appeals) April 2006 to May 2015 122.85 118.81
Below Commissioner April 2014 to January 2016 14.45 13.93
Maharashtra Sales Joint Commissioner (Appeals) April 2006 to March 2011 489.07 438.35
Value Added Tax
Tax Act, 2002
Income Tax Income Tax Assessing Officer Assessment year 10.20 3.71
Act, 1961 2010-2011
(viii) In our opinion and according to the information and (xii) The Company is not a Nidhi Company and hence
explanations given to us, the Company has not defaulted reporting under clause (xii) of the CARO 2016 Order is
in the repayment of dues in respect of debenture holders. not applicable.
During the year, the Company has not taken loans from
(xiii) In our opinion and according to the information and
financial institutions, banks and government.
explanations given to us the Company is in compliance
(ix) During the year, the Company has not raised moneys by with Section 188 and 177 of the Companies Act, 2013,
way of initial public offer or further public offer (including where applicable, for all transactions with the related
debt instruments) or term loans and hence reporting parties and the details of related party transactions
under clause (ix) of the CARO 2016 is not applicable. have been disclosed in the financial statements etc. as
During the year the shareholders of the Company vide required by the applicable accounting standards.
an initial public offer have offered for sale, equity shares
(xiv) During the year the Company has not made any
to the public.
preferential allotment or private placement of shares
(x) In our opinion and according to the information and or fully or partly convertible debentures and hence
explanations given to us, no fraud by the Company reporting under clause (xiv) of CARO 2016 is not
and no material fraud on the Company by its officers or applicable to the Company.
employees has been noticed or reported during the year.
(xv) In our opinion and according to the information and
(xi) 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 paid / provided not entered into any non-cash transactions with its directors
managerial remuneration in accordance with the requisite or persons connected with him and hence provisions of
approvals mandated by the provisions of section 197 read section 192 of the Companies Act, 2013 are not applicable.
with Schedule V to the Companies Act, 2013.
(xvi) The Company is not required to be registered under
section 45-IA of the Reserve Bank of India Act, 1934.

FINANCIALS
Sd/-
Rupen K. Bhatt

Balance Sheet
as at March 31, 2017
` Lakh
As at As at As at
Particulars Notes 31st March 2017 31st March 2016 31st March 2015
ASSETS
I. Non-current Assets
(a) Property, Plant and Equipment 4 1,30,030.93 1,12,406.00 1,02,900.18
(b) Capital Work-in-Progress 4 41,152.79 42,886.51 37,962.01
(c) Intangible Assets 4 444.30 468.71 457.10
(d) Financial Assets
(i) Trade Receivables 5 36.62 108.32 152.79
(ii) Security Deposits 6 2,171.99 1,710.17 986.13
(iii) Other Financial Assets 7 42.85 7.21 1,301.46
(e) Income Tax Assets (net) 799.28 1,079.62 606.46
(f ) Other Non-current Assets 8 8,153.39 4,477.51 4,353.52
Total Non-current Assets (I) 1,82,832.15 1,63,144.05 1,48,719.65
II. Current assets
(a) Inventories 9 2,376.34 1,802.68 1,735.49
(b) Financial Assets
(i) Investments 10 46,666.60 39,340.10 37,183.40
(ii) Trade Receivables 5 9,454.39 9,232.60 9,586.63
(iii) Cash and Cash Equivalents 11 738.90 2,219.09 1,679.32
(iv) Bank balances other than (iii) above 12 14,071.88 15,284.30 11,986.36
(v) Security Deposits 6 1,219.09 976.49 1,487.91
(vi) Other Financial Assets 13 2,868.68 3,229.91 2,715.33
(c) Other current assets 14 2,196.92 1,819.05 1,598.59
Total Current Assets (II) 79,592.80 73,904.22 67,973.03
TOTAL (I+II) 2,62,424.95 2,37,048.27 2,16,692.68
EQUITY AND LIABILITIES
I. Equity
(a) Equity Share Capital 15 9,877.78 8,934.16 8,934.16
(b) Other Equity 16 1,74,125.96 1,63,908.67 1,51,468.17
Total Equity (I) 1,84,003.74 1,72,842.83 1,60,402.33
II. Liabilities
A. Non-current Liabilities
(a) Financial Liabilities
(i) Borrowings 17 270.03 437.62 675.90
(ii) Other Financial Liabilities 18 19.59 46.27 101.58
(b) Provisions 19 1,400.64 1,117.65 1,159.00
(c) Deferred Tax Liabilities (net) 20 13,762.71 11,994.56 10,285.45
Total Non-current Liabilities (A) 15,452.97 13,596.10 12,221.93
B. Current Liabilities
(a) Current Financial Liabilities
(i) Trade Payables 21
- Micro, Small and Medium Enterprises (refer note 32.10) 297.16 178.49 266.12
- Other Trade Payables 14,598.83 10,983.17 10,368.04
(ii) Security Deposits 38,781.58 31,863.85 27,401.29
(iii) Capital Creditors
- Micro, Small and Medium Enterprises (refer note 32.10) 168.66 413.46 180.60
- Other Capital Creditors 2,296.21 2,282.86 1,342.59
(iv) Other Financial Liabilities 22 1,341.92 60.72 92.26
(b) Provisions 19 1,476.72 1,163.05 975.62
(c) Income Tax Liabilities (net) 116.36 95.44 174.32
(d) Other Current Liabilities 23 3,890.80 3,568.30 3,267.58
Total Current Liabilities (B) 62,968.24 50,609.34 44,068.42
Total Liabilities (II = A+B) 78,421.21 64,205.44 56,290.35
TOTAL (I+II) 2,62,424.95 2,37,048.27 2,16,692.68
See accompanying notes to the financial statements 1-32
In terms of our report attached
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Rupen K. Bhatt Rajeev Mathur Susmita Sengupta
Partner Managing Director Technical Director
(Membership No. 46930) DIN: 03308185 DIN: 06825311
S M Ranade Alok Mishra
Place : Mumbai Chief Financial Officer CS & Compliance Officer
Date : 26th May, 2017 ACA No.: 39230 ACS No.: A-15967

Statement of Profit and Loss
for the year ended March 31, 2017
` Lakh
For the For the
Particulars Notes year ended year ended
31st March 2017 31st March 2016
I Revenue from Operations 24 2,23,907.13 2,28,513.13
II Other Income 25 5,265.72 4,717.78
III Total Income (I + II) 2,29,172.85 2,33,230.91
IV Expenses :
Cost of Natural Gas and Traded Items 26 1,01,836.18 1,22,962.56
Changes in Inventories 27 4.04 7.20
Excise Duty 20,509.95 20,683.40
Employee Benefits Expense 28 6,001.91 5,630.38
Finance Costs 29 102.11 222.21
Depreciation and Amortisation Expenses 4 9,513.20 8,260.83
Other Expenses 30 31,139.45 28,301.24
Total Expenses 1,69,106.84 1,86,067.82
V Profit Before Tax for the period (III- IV) 60,066.01 47,163.09
VI Income Tax Expense :
(i) Current Tax 18,947.16 14,474.38
(ii) Deferred Tax 1,776.10 1,600.04
Total Income Tax Expense (i+ii) 20,723.26 16,074.42
VII Profit After Tax for the period (V - VI) 39,342.75 31,088.67
VIII Other Comprehensive Income
Gain/(loss) that will not be reclassified to profit or loss (Net of Income Tax) 31 (66.35) 169.48
Total Other Comprehensive Income (66.35) 169.48
IX Total Comprehensive Income for the period (VII + VIII) 39,276.40 31,258.15
X Earnings per equity share (EPS) (Face value of ` 10/- each) 32.7
Basic (`) 39.83 31.47
Diluted (`) 39.83 31.47
See accompanying notes to the financial statements 1-32
There were no Exceptional Item(s) and discontinued operation(s) during the periods presented

FINANCIALS


Statement of Cash Flows
for the year ended 31st March, 2017
` Lakh
For the For the
PARTICULARS year ended year ended
I. CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax as per Statement of Profit and Loss 60,066.01 47,163.09
Adjustments for:
Depreciation and Amortisation Expense 9,513.20 8,260.83
Writeoff and Disposal of Property, Plant and Equipment 100.97 43.74
Net unrealised foreign exchange (gain)/ loss (97.47) 19.60
Gain on sale of Investments (694.99) (403.38)
Unrealised Gain on Investments (591.45) (483.55)
Allowance for Doubtful Trade Receivables (Net) 91.56 33.59
Allowance for Doubtful Security Deposits (Net) (132.09) (54.57)
Bad Trade Receivables written off 100.10 16.00
Sundry Deposits written off 149.48 80.86
Provision for Leave Encashment 210.03 158.32
Finance Costs 102.11 222.21
Dividend Income on Investments (1,351.84) (1,501.96)
Interest Income (1,423.69) (1,084.46)
Operating Profit Before Working Capital Changes 66,041.93 52,470.32
Movements in working capital :
(Increase)/Decrease in Inventories (573.66) (67.19)
(Increase)/Decrease in Trade Receivables (341.75) 348.91
(Increase)/Decrease in Security Deposits (721.81) (238.91)
(Increase)/Decrease in Other Financial Assets 357.71 (513.42)
(Increase)/Decrease in Other Non Current Assets (3,700.35) (165.02)
(Increase)/Decrease in Other Current Assets (377.87) (220.46)
Increase/(Decrease) in Other Non Current Liabilities 1,315.24 (55.31)
Increase/(Decrease) in Provisions 285.16 246.95
Increase/(Decrease) in Trade Payables 3,831.80 507.90
Increase/(Decrease) in Security Deposits (Liabilities) 6,847.80 4,296.09
Increase/(Decrease) in Other Current Liabilities 322.50 300.72
7,244.77 4,440.26
Cash Generated from Operations 73,286.70 56,910.58
Income Taxes Paid (18,618.74) (15,007.04)
Net Cash from Operating Activities 54,667.96 41,903.54

Statement of Cash Flows
` Lakh
For the For the
PARTICULARS year ended year ended
II. CASH FLOW FROM INVESTING ACTIVITIES
Payments for Property, Plant and Equipment (25,693.41) (21,543.26)
Proceeds from sale of Property, Plant and Equipment 5.46 10.93
Payments for purchase of Investments (2,56,160.34) (2,34,946.67)
Proceeds from sale of Investments 2,49,425.30 2,33,273.49
Movements in Bank Deposits not considered as Cash and Cash Equivalents 1,283.62 (2,154.97)
Interest Received 1,320.37 1,234.58
Dividend Received on Investments 1,351.84 1,501.96
Gain / (Loss) on sale of Investments 694.99 403.38
Net Cash (used in) Investing Activities (27,772.17) (22,220.56)
III. CASH FLOW FROM FINANCING ACTIVITIES
Repayment of Borrowings (183.18) (282.50)
Dividend Paid (28,161.63) (18,817.65)
Interest Paid (31.17) (43.06)
Net Cash (used in) Financing Activities (28,375.98) (19,143.21)
Net Increase/(Decrease) in Cash and Cash Equivalents (I+II+III) (1,480.19) 539.77
Cash and Cash Equivalents at the beginning of the year (refer note 11) 2,219.09 1,679.32
Cash and Cash Equivalents at the end of the year (refer note 11) 738.90 2,219.09
See accompanying notes forming part of the financial statements
Note : Conversion of Compulsorily convertible debentures into equity shares is not reflected in statement of cash flow being a
non cash item.

FINANCIALS


Statement of Changes in Equity
`Lakh
Particulars Equity Share Capital Equity Reserves and Surplus Total
Component [a+b+c+d]
Number of Equity share of Compound General Retained
shares capital [a] Financial Reserve [c] earnings [d]
Instruments [b]
Balance as at 1st April 2015 8,93,41,600 8,934.16 793.85 21,183.81 1,29,490.51 1,60,402.33
Profit for the Year - - - - 31,088.67 31,088.67
Other Comprehensive Income - - - - 169.48 169.48
(Net of Tax)
Dividend Paid - - - - (8,934.16) (8,934.16)
Special Dividend Paid - - - - (6,700.62) (6,700.62)
Tax on Dividend Paid - - - - (3,182.87) (3,182.87)
Balance as at 31st March 2016 8,93,41,600 8,934.16 793.85 21,183.81 1,41,931.01 1,72,842.83
Add: Profit for the Year - - - - 39,342.75 39,342.75
Other Comprehensive Income - - - - (66.35) (66.35)
(Net of Tax)
Conversion of 9% Compulsorily 94,36,178 943.62 (793.85) - (103.63) 46.14
Convertible Debentures # (refer
note 32.14)
Dividend Paid - - - - (16,697.67) (16,697.67)
Special Dividend Paid - - - - (6,700.62) (6,700.62)
Tax on Dividend Paid - - - - (4,763.34) (4,763.34)
Balance as at 31st March 2017 9,87,77,778 9,877.78 - 21,183.81 1,52,942.15 1,84,003.74
# 94,36,178 equity shares of `10 each issued on conversion of same number of Compulsorily convertible debentures during the
year ended March 31, 2017.
See accompanying notes to the financial statement 1-32

Notes to the Financial Statements
1.1 General Information in accordance with Ind AS notified under the

Mahanagar Gas Limited (“MGL” or “the company”) is a Companies (Indian Accounting Standards) Rules,
limited company domiciled in India and was incorporated 2015.
on May 8, 1995. Equity shares of the Company are
listed in India on the Bombay Stock Exchange and The Upto the year ended March 31, 2016, the Company
National Stock Exchange. The registered office of the prepared its financial statements in accordance
Company is located at MGL House, G-33 Block, Bandra- with the requirements of previous GAAP, which
Kurla Complex, Bandra (East), Mumbai 400051. included Standards notified under the Companies
(Accounting Standards) Rules, 2006. These are
MGL is in the business of City Gas Distribution (“CGD”), the Company’s first Ind AS financial statements.
presently supplying Natural Gas in the city of Mumbai The date of transition to Ind AS is April 1, 2015.
including its adjoining areas and the Raigad district, in Refer Note 3 for the details of first-time adoption
the State of Maharashtra, India. exemptions availed by the Company.
The financial statements are presented in Indian Rupee
(INR) which is also Functional Currency of the Company. b. Historical Cost Convention
The financial statements were authorised for issue by the The financial statements have been prepared on a
directors on May 26, 2017. historical cost convention and on an accrual basis,
except for certain items that are measured at fair
1.2 The Company has adopted Indian Accounting Standards value as required by relevant Ind AS:
(Ind AS) as notified by the Ministry of Corporate Affairs
with effect from April 1, 2016, with a transition date of zz Financial assets and financial liabilities
April 1, 2015. The adoption of Ind AS has been carried measured initially at fair value (refer accounting
out in accordance with Ind AS 101, First-time Adoption of policy on financial Instruments);
Indian Accounting Standards. Ind AS 101 requires that all zz Defined benefit and other long-term employee
Ind AS standards and interpretations that are issued and benefits.
effective for the ‘First Ind AS financial statements’ for the
year ended March 31, 2017, be applied retrospectively 2.2 Property, Plant and Equipment
and consistently for all financial years presented. All items of property, plant and equipment are carried
However, in preparing these Ind AS financial statements, at cost less accumulated depreciation and accumulated
the Company has availed of certain exemptions and impairment losses, if any. Cost includes expenditure that
exceptions in accordance with Ind AS 101, as explained is directly attributable to the acquisition or construction
in note 3. The resulting difference between the carrying of the items. Subsequent costs are added to existing
values of the assets and liabilities in the financial item’s carrying amount or recognised as a separate
statements as at the transition date under Ind AS and item, as appropriate, only when it is probable that
Previous GAAP have been recognised directly in retained future economic benefits associated with the item will
earnings. flow to the Company and the cost of the item can be
measured reliably. All other subsequent costs related to
2. Summary of Significant Accounting Policies an item are charged to the statement of profit and loss
This note provides a list of the significant accounting during the reporting period in which they are incurred.
policies adopted in the preparation of these financial In case of commissioned assets where final payment to
statements. These policies have been consistently the contractors is pending, capitalisation is made on
applied to all the years presented, unless otherwise provisional basis subject to necessary adjustment in cost
FINANCIALS
stated. and depreciation in the year of settlement.
a. Commissioning
2.1 Basis of Preparation
a. Statement of Compliance Gas distribution systems are treated as
commissioned when supply of gas reaches to the
The financial statements have been prepared individual points and ready for intended use.

b. Capital Work-in-Progress at by discounting the future cash flows to their present

Capital Work-in-Progress includes, material, labour value based on an appropriate discount factor. When
and other directly attributable costs incurred there is indication that an impairment loss recognised
on assets, which are yet to be commissioned. for an asset in earlier accounting periods no longer exists
Capital Inventory is included in Capital work-in- or may have decreased, such reversal of impairment loss
progress and comprises stock of capital items is recognised in the Statement of Profit and Loss.
and construction materials at stores and with
contractors. 2.4 Investments and Other Financial Assets
a. Classification
c. Depreciation Methods, Estimated Useful Lives The company classifies its financial assets in the
and Residual Value following measurement categories:
Depreciation is calculated using the straight-line
zz those to be measured subsequently at fair
method to allocate cost, net of estimated residual
value (either through other comprehensive
value, over estimated useful lives.
income, or through profit or loss), and
zz those measured at amortised cost.
The useful lives and residual values are as prescribed
under schedule II to Companies Act, 2013, except
The classification depends on the entity’s business model
in respect of, following category of property, plant
for managing the financial assets and the contractual
and equipment where useful life estimated as
terms of the cash flows.
per management estimate is based on technical

advice, taking into account the nature of the asset,
For assets measured at fair value, gains and losses
replacements generally required from the point of
will either be recorded in profit or loss or other
view of operational effectiveness:
comprehensive income.
CNG Compressors and Dispensers - 10 years
For investments in debt instruments, this will depend on
CNG Cascades - 20 years
the business model in which the investment is held.
Underground pipeline network - 25 years
Intangible assets (Softwares/Licenses) are amortised
The company reclassifies debt investments when and
over 6 years based on useful life.
only when its business model for managing those assets
changes.
The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at the end of
Investments in mutual funds are primarily held for
each reporting period.
the Company’s cash requirements and can be readily
convertible in cash. These investments are initially
Gains and losses on disposals are determined by
recognised at fair value and carried at fair value through
comparing proceeds with carrying amount. These
profit or loss (FVTPL).
are included in the statement of profit and loss
under Other Expenses.
b. Impairment of financial assets
2.3 Impairment of Assets The company assesses on a forward looking basis
The carrying values of assets/cash generating units at the expected credit losses associated with its
each balance sheet date are reviewed for impairment. assets carried at amortised cost. The impairment
If any indication of impairment exists, the recoverable methodology applied depends on whether there
amount of such assets is estimated and impairment has been a significant increase in credit risk. For
is recognised, if the carrying amount of these assets trade receivables, except for specifically identified
exceeds their recoverable amount. The recoverable cases, Company follows a simplified approach where
amount is the greater of the fair value less costs of provision is made as per the ageing buckets which
disposal and their value in use. Value in use is arrived are designed based on historical facts and patterns.

c. Derecognition of financial assets payables are presented as current liabilities unless

A financial asset is derecognised only when payment is not due within 12 months after the reporting
period. They are recognised initially at their fair value
zz the Company has transferred the rights to and subsequently measured at amortised cost.
receive cash flows from the financial asset or
2.6 Offsetting financial instruments
zz retains the contractual rights to receive the
Financial assets and liabilities are offset and the net
cash flows of the financial asset, but assumes a
amount is reported in the balance sheet where there
contractual obligation to pay the cash flows to
is a legally enforceable right to offset the recognised
one or more recipients.
amounts and there is an intention to settle on a net basis
or realise the asset and settle the liability simultaneously.
Where the entity has transferred an asset, the
Company evaluates whether it has transferred
2.7 Inventories
substantially all risks and rewards of ownership
Stock of gas is valued at lower of cost computed on First
of the financial asset. In such cases, the financial
In First Out (FIFO) basis and estimated net realisable
asset is derecognised. Where the entity has not
value.
transferred substantially all risks and rewards of
ownership of the financial asset, the financial asset
Inventories other than stock of gas are valued at
is not derecognised.
cost, which is determined on weighted average net
off provision for cost of obsolescence / slow moving
Where the entity has neither transferred a financial
inventory and other anticipated losses, wherever
asset nor retains substantially all risks and rewards
considered necessary.
of ownership of the financial asset, the financial
asset is derecognised if the Company has not
Cost of inventories includes all other costs incurred in
retained control of the financial asset. Where the
bringing the inventories to their present location and
Company retains control of the financial asset, the
condition.
asset is continued to be recognised to the extent of
continuing involvement in the financial asset.
2.8 Revenue recognition
The Company earns revenues primarily from sale of
2.4.1 Cash and cash equivalents
natural gas. Revenue is recognised on supply of gas
For the purpose of presentation in the statement of cash
to customers by metered/assessed measurements.
flows, Cash and cash equivalents includes cash on hand,
Revenue is measured at the fair value of the consideration
cash in transit and short term deposits with original
received or receivable, inclusive of excise duty. Amounts
maturities of three months or less that are readily
disclosed as revenue are net of trade allowances, rebates,
convertible to known amounts of cash and which are
value added taxes and amounts collected on behalf of
subject to an insignificant risk of changes in value.
third parties.
2.5 Financial Liabilities
Compensation receivable from customers with respect
Financial liabilities are subsequently measured at
to shortfall in minimum guaranteed offtake of gas is
amortised cost or at FVTPL
recognised on contractual basis. Delayed payment
charges are recognised on receipt basis in view of
Financial liabilities that are not held for trading and are
uncertainty of collection.
not designated as at FVTPL are measured at amortised
FINANCIALS
cost.
2.9 Interest and Dividend income
Interest income from a financial asset is recognised
Trade and other payables
when it is probable that the economic benefit will flow
These amounts represent liabilities for goods and to the Company and the amount of income can be
services received by the Company prior to the end of measured reliably. Interest income is accrued on time
reporting period which are unpaid. Trade and other

basis, by reference to the principal outstanding and at been enacted or substantively enacted by the end of
the effective interest rate applicable. the reporting period and are expected to apply when
the related deferred income tax asset is realised or the
Dividend income from investments is recognised when deferred income tax liability is settled.
the right to receive dividend has been established.
Deferred tax assets are recognised for all deductible
2.10 Foreign currency translation temporary differences and unused tax losses only if it is
Foreign currency transactions are translated into the probable that future taxable amounts will be available to
functional currency using the exchange rates at the dates utilise those temporary differences and losses.
of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and Deferred tax assets and liabilities are offset when there
from the translation of monetary assets and liabilities is a legally enforceable right to offset current tax assets
denominated in foreign currencies at year end exchange and liabilities and when the deferred tax balances relate
rates are recognised in the statement of profit and loss. to the same taxation authority. Current tax assets and
tax liabilities are offset where the entity has a legally
Foreign exchange differences regarded as an adjustment enforceable right to offset and intends either to settle on
to borrowing costs are presented in the statement of a net basis, or to realise the asset and settle the liability
profit and loss, within finance costs. All other foreign simultaneously.
exchange gains and losses are presented in the
statement of profit and loss on a net basis within other Current and deferred tax is recognised in statement of
gains/(losses). profit and loss, except to the extent that it relates to
items recognised in other comprehensive income or
2.11 Income tax directly in equity. In this case, the tax is also recognised
The tax currently payable is based on taxable profit for in other comprehensive income or directly in equity,
the year. Taxable profit differs from “profit before tax” respectively.
as reported in the statement of profit and loss because
of items of income or expense that are taxable or 2.12 Leases
deductible in other years and items that are never taxable Leases in which a significant portion of the risks and
or deductible. The Company’s current tax is calculated rewards of ownership are not transferred to Company as
using tax rates that have been enacted or substantively lessee are classified as operating leases. Payments made
enacted by the end of the reporting period. under operating leases (net of any incentives received
from the lessor) are charged to the statement of profit
Current Tax and loss on a straight-line basis over the period of the
The current income tax charge is calculated on the basis lease unless the payments are structured to increase in
of the tax laws enacted or substantively enacted at the line with expected general inflation to compensate for
end of the reporting period. Management periodically the lessor’s expected inflationary cost increases.
evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject 2.13 Borrowing costs
to interpretation. It establishes provisions where General and specific borrowing costs that are directly
appropriate on the basis of amounts expected to be paid attributable to the acquisition, construction or
to the tax authorities. production of a qualifying asset are capitalised during
the period of time that is required to complete and
Deferred Tax prepare the asset for its intended use or sale. Qualifying
assets are assets that necessarily take a substantial
Deferred income tax is provided in full, using the liability
period of time to get ready for their intended use or sale.
method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying
Investment income earned on the temporary investment
amounts in the financial statements. Deferred income
of specific borrowings pending their expenditure on
tax is determined using tax rates (and laws) that have

qualifying assets is deducted from the borrowing costs c. Post-employment obligations (Defined Benefit
eligible for capitalisation. Obligations)
The Company operates the following post-
All other borrowing costs are expensed in the period in employment schemes:
which they are incurred.
zz defined benefit plans - gratuity and post-
2.14 Provisions retirement medical benefit scheme
Provisions are recognised when the Company has a
zz defined contribution plans such as provident
present legal or constructive obligation as a result of
fund.
past events, it is probable that an outflow of resources
will be required to settle the obligation and the amount
can be reliably estimated. Provisions are not recognised Defined Benefit Plans - Gratuity obligations and
for future operating losses. Post-retirement medical benefit obligations
The liability or asset recognised in the balance sheet in
Provisions are measured at the present value of respect of gratuity is the present value of the defined
management’s best estimate of the expenditure benefit obligation at the end of the reporting period
required to settle the present obligation at the end of the less the fair value of plan assets. The defined benefit
reporting period. The discount rate used to determine obligation is calculated annually by actuaries using the
the present value is a pre-tax rate that reflects current projected unit credit method.
market assessments of the time value of money and the
risks specific to the liability. The increase in the provision The present value of the defined benefit obligation is
due to the passage of time is recognised as interest determined by discounting the estimated future cash
expense. outflows by reference to market yields at the end of the
reporting period on government bonds that have terms
2.15 Employee benefits approximating to the terms of the related obligation.
a. Short-term obligations
Liabilities for wages and salaries, including other The net interest cost is calculated by applying the
monetary and non-monetary benefits that are discount rate to the net balance of the defined benefit
expected to be settled wholly within 12 months obligation and the fair value of plan assets. This cost is
after the end of the reporting period are recognised included in employee benefit expense in the statement of
and measured at the undiscounted amounts profit and loss. Remeasurement gains and losses arising
expected to be paid when the liabilities are settled. from experience adjustments and changes in actuarial
assumptions are recognised in the period in which they
b. Other long-term employee benefit obligations occur, directly in other comprehensive income. They
The liabilities for long service awards and are included in retained earnings in the statement of
compensated absences which are not expected to changes in equity and in the balance sheet. Changes
be settled wholly within 12 months after the end of in the present value of the defined benefit obligation
the reporting period are measured at the present resulting from plan amendments or curtailments are
value of expected future payments to be made in recognised immediately in the statement of profit and
respect of services provided by employees up to loss as past service cost.
the end of the reporting period, using the projected
unit credit method. Re-measurements as a result of Defined contribution plans
FINANCIALS
experience adjustments and changes in actuarial Company pays provident fund contributions to publicly
assumptions are recognised in the statement of administered provident funds as per local regulations.
profit and loss. Company’s contribution to provident fund is recognised
on accrual basis in the Statement of Profit and Loss.

2.16 Segment reporting Estimation of defined benefit obligation

The board of directors assesses performance of the The company has defined benefit plans for its employees
Company as Chief Operating Decision Maker. which are actuarially valued. Such valuation is based on
many estimates and other factors, which may have a
The Company has a single operating segment that is scope of causing a material adjustment to the carrying
“Sale of Natural Gas”. Accordingly, the segment revenue, amounts of assets and liabilities.
segment results, segment assets and segment liabilities
are reflected in the financial statements themselves as at Recognition of deferred tax assets
and for the financial year ended March 31, 2017.
Deferred tax asset is recognised for all the deductible
temporary differences to the extent that it is probable
2.17 Earnings per share
that taxable profit will be available against which the
Basic earnings per share is computed by dividing the
deductible temporary difference can be utilised. The
profit after tax before other comprehensive income
management assumes that taxable profits will be
by the weighted average number of equity shares
available while recognising deferred tax assets.
outstanding during the financial year. Diluted earnings
per share is computed by dividing the profit after tax
Recognition and measurement of other provisions
by the weighted average number of equity and dilutive
equity equivalent shares outstanding during the year, The recognition and measurement of other provisions are
except where the results would be anti dilutive. based on the assessment of the probability of an outflow
of resources and on past experience and circumstances
2.18 Critical accounting judgements and key sources of known at the balance sheet date. The actual outflow of
estimation uncertainty resources at a future date may therefore vary from the
In the application of the Company’s accounting policies, figure so provided and included as liability.
which are described in note 2, the management of the
Company are required to make judgements, estimates Recognition and measurement of unbilled gas sales
and assumptions about the carrying amounts of assets revenue
and liabilities that are not readily apparent from other In case of customers where meter reading dates for
sources. The estimates and associated assumptions are billing is not matching with reporting date, the gas sales
based on historical experience and other factors that are between last meter reading date and reporting date has
considered to be relevant. Actual results may differ from been accrued by the company based on past average
these estimates. sales. The actual sales revenue may vary compared to
accrued unbilled revenue so included in Sale of natural
The estimates and underlying assumptions are reviewed gas and classified under current financial assets.
on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is 2.19 Recent accounting pronouncements - Standards
revised if the revision affects only that period, or in the issued but not yet effective:
period of the revision and future periods if the revision In March 2017, the Ministry of Corporate Affairs
affects both current and future periods. issued the Companies (Indian Accounting Standards)
(Amendments) Rules, 2017, notifying amendments to
In the following areas the management of the Company Ind AS 7, ‘Statement of cash flows’ and Ind AS 102, ‘Share-
has made critical judgements and estimates. based payment’. These amendments are in accordance
with the recent amendments made by International
Useful lives of property, plant and equipment Accounting Standards Board (IASB) to IAS 7, ‘Statement
The Company reviews the useful lives and carrying of cash flows’ and IFRS 2, ‘Share-based payment’,
amount of property, plant and equipment at the end of respectively. The amendments are applicable to the
each reporting period. This reassessment may result in company from April 1, 2017.
change in depreciation expense in future periods.

Amendment to Ind AS 7 opening Ind AS balance sheet as at April 1, 2015 (the

The amendment to Ind AS 7 requires the entities to Company’s date of transition). In preparing its opening
provide disclosures that enable users of financial Ind AS balance sheet, the Company has adjusted the
statements to evaluate changes in liabilities arising from amounts reported previously in financial statements
financing activities, including both changes arising from prepared in accordance with the accounting standards
cash flows and noncash changes, suggesting inclusion notified under Companies (Accounting Standards) Rules,
of a reconciliation between the opening and closing 2006 (as amended) and other relevant provisions of the
balances in the balance sheet for liabilities arising from Act (previous GAAP or Indian GAAP). An explanation
financing activities, to meet the disclosure requirement. of how the transition from previous GAAP to Ind AS
has affected the Company’s financial position, financial
This amendment may have impact on the Company performance and cash flows is set out in the following
which is yet to be assessed. tables and notes.
Amendment to Ind AS 102 Explanation 1 – Exemptions and exceptions availed

The amendment to Ind AS 102 provides specific Explanation 2 – Reconciliation of total equity as at March
guidance to measurement of cash-settled awards, 31, 2016 and as at April 1, 2015.
modification of cash-settled awards and awards
Explanation 3 – Reconciliation of total comprehensive
that include a net settlement feature in respect of
income for the year ended March 31, 2016.
withholding taxes. It clarifies that the fair value of cash-
settled awards is determined on a basis consistent Explanation 4 – Impact on cash flows for the year ended
with that used for equity-settled awards. Market-based March 31, 2016.
performance conditions and non-vesting conditions are
Explanation 1 - Exemptions and exceptions availed
reflected in the ‘fair values’, but non-market performance
conditions and service vesting conditions are reflected
Set out below are the applicable Ind AS 101 optional
in the estimate of the number of awards expected to
exemptions and mandatory exceptions applied in the
vest. Also, the amendment clarifies that if the terms
transition from previous GAAP to Ind AS.
and conditions of a cash-settled share based payment
transaction are modified with the result that it becomes
a. Ind AS Optional exemptions
an equity-settled share-based payment transaction, the
transaction is accounted for as such from the date of Deemed Cost
the modification. Further, the amendment requires the Ind AS 101 permits a first-time adopter to elect
award that includes a net settlement feature in respect to continue with the carrying value for all of its
of withholding taxes to be treated as equity settled in its property, plant and equipment as recognised in
entirety. The cash payment to the tax authority is treated the financial statements as at the date of transition
as if it was part of an equity settlement. to Ind AS, measured as per the previous GAAP
and use that as its deemed cost as at the date of
The Company does not have share based payments transition after making necessary adjustments for
hence there will be no impact on the financial statements. de-commissioning liabilities. This exemption can
also be used for intangible assets covered by Ind AS
3. First time adoption of Ind AS 38 - Intangible Assets.
These are the Company’s first financial statements
prepared in accordance with Ind AS. Accordingly, the Company has elected to measure
FINANCIALS
all of its property, plant and equipment and

The accounting policies set out in Note 2 have been intangible assets at their previous GAAP carrying
applied in preparing the financial statements for the value.
year ended March 31, 2017, the comparative information
presented in these financial statements for the year
ended March 31, 2016 and in the preparation of the

b. Ind AS mandatory exceptions apply the requirements in Ind AS 109, Financial

i. Estimates Instruments, and Ind AS 20, Accounting for
Government Grants and Disclosure of Government
An entity’s estimates in accordance with Ind ASs at
Assistance, prospectively to government loans
the date of transition to Ind AS shall be consistent
existing at the date of transition to Ind ASs and
with estimates made for the same date in
shall not recognise the corresponding benefit of
accordance with previous GAAP (after adjustments
the government loan at a below-market rate of
to reflect any difference in accounting policies),
interest as a government grant. Consequently, if a
unless there is objective evidence that those
first-time adopter did not, under its previous GAAP,
estimates were in error. Ind AS estimates as at April
recognise and measure a government loan at a
1, 2015 are consistent with the estimates as at the
below-market rate of interest on a basis consistent
same date made in conformity with previous GAAP.
with Ind AS requirements, it shall use its previous
GAAP carrying amount of the loan at the date of
ii. Classification and measurement of financial
transition to Ind ASs as the carrying amount of the
assets
loan in the opening Ind AS Balance Sheet. An entity
Ind AS 101 requires an entity to assess classification shall apply Ind AS 109 to the measurement of such
and measurement of financial assets on the basis of loans after the date of transition to Ind ASs.
the facts and circumstances that exist at the date of
transition to Ind AS. The Company accordingly has The company has sales tax deferral loan, where
made such assessment to assess such classification by the sales tax collected by the Company is to be
and measurement on the basis of the facts and deposited with the authorities in a phased manner
circumstances that exist at the date of transition without any interest. Accordingly, the Company
to Ind AS. Similarly, the Company has determined has elected to carry such sales tax deferral loan at
the classification of mutual fund investments at previous GAAP value.
FVTPL based on the facts and circumstances that
are existing as of transition date.
v. Impairment of financial assets
iii. De-recognition of financial assets and liabilities The Company has applied the impairment
requirements of Ind AS 109 retrospectively;
Ind AS 101 requires a first-time adopter to apply
however, as permitted by Ind AS 101, it has used
the de-recognition provisions of Ind AS 109
reasonable and supportable information that is
prospectively for transactions occurring on or
available without undue cost or effort to determine
after the date of transition to Ind AS. However,
the credit risk at the date that financial instruments
Ind AS 101 allows a first-time adopter to apply
were initially recognised in order to compare it
the de-recognition requirements in Ind AS 109
with the credit risk at the transition date. Further,
retrospectively from a date of the entity’s choosing,
the Company has not undertaken an exhaustive
provided that the information needed to apply Ind
search for information when determining, at the
AS 109 to financial assets and financial liabilities
date of transition to Ind ASs, whether there have
derecognised as a result of past transactions was
been significant increases in credit risk since initial
obtained at the time of initially accounting for
recognition, as permitted by Ind AS 101.
those transactions. The Company has elected to
apply the de-recognition provisions of Ind AS 109
prospectively from the date of transition to Ind AS.
iv. Government loans

A first-time adopter shall classify all government
loans received as a financial liability or an equity
instrument in accordance with Ind AS 32, Financial
Instruments: Presentation. A first-time adopter shall

Explanation 2 – Reconciliation of total equity as at 31st March, 2016 and as at 1st April, 2015
Effect of Ind AS adoption on the Balance Sheet as at 31st March, 2016 and 1st April, 2015
As at 31st March 2016 (End of last period As at 1st April 2015

presented under previous GAAP) (Date of transition)
Particulars Notes Previous Effect of Ind As per Ind AS Previous Effect of Ind As per Ind AS
GAAP AS transition Balance Sheet GAAP AS transition Balance Sheet
` Lakh ` Lakh ` Lakh ` Lakh ` Lakh ` Lakh
ASSETS
I. Non-current Assets
(a) Property, Plant and a 1,15,492.39 (3,086.39) 1,12,406.00 1,05,943.51 (3,043.33) 1,02,900.18
Equipment
(b) Capital Work-in- 42,886.51 - 42,886.51 37,962.01 - 37,962.01
Progress
(c) Intangible Assets 468.71 - 468.71 457.10 - 457.10
(d) Financial Assets
(i) Trade Receivables 108.32 - 108.32 152.79 - 152.79
(ii) Security Deposits 1,710.17 - 1,710.17 986.13 - 986.13
(iii) Other Financial 7.21 - 7.21 1,301.46 - 1,301.46
Assets
(e) Income Tax Assets (net) 1,079.62 - 1,079.62 606.46 - 606.46
(f ) Other Non-current a 1,443.72 3,033.79 4,477.51 1,357.40 2,996.12 4,353.52
Assets
Total Non-current Assets (I) 1,63,196.65 (52.60) 1,63,144.05 1,48,766.86 (47.21) 1,48,719.65
II. Current assets
(a) Inventories 1,802.68 - 1,802.68 1,735.49 - 1,735.49
(b) Financial Assets
(i) Investments b 38,819.79 520.31 39,340.10 37,146.63 36.77 37,183.40
(ii) Trade Receivables 9,232.60 - 9,232.60 9,586.63 - 9,586.63
(iii) Cash and Cash 2,219.09 - 2,219.09 1,679.32 - 1,679.32
Equivalents
(iv) Bank balances 15,284.30 - 15,284.30 11,986.36 - 11,986.36
other than (iii)
above
(v) Security Deposits 976.49 - 976.49 1,487.91 - 1,487.91
(vi) Other Financial 3,229.91 - 3,229.91 2,715.33 - 2,715.33
FINANCIALS
Assets
(c) Other current assets a 1,766.45 52.60 1,819.05 1,551.38 47.21 1,598.59
Total Current Assets (II) 73,331.31 572.91 73,904.22 67,889.05 83.98 67,973.03
TOTAL (I+II) 2,36,527.96 520.31 2,37,048.27 2,16,655.91 36.77 2,16,692.68

Effect of Ind AS adoption on the Balance Sheet as at 31st March, 2016 and 1st April, 2015
As at 31st March 2016 (End of last period As at 1st April 2015

presented under previous GAAP) (Date of transition)
Particulars Notes Previous Effect of Ind As per Ind AS Previous Effect of Ind As per Ind AS
GAAP AS transition Balance Sheet GAAP AS transition Balance Sheet
` Lakh ` Lakh ` Lakh ` Lakh ` Lakh ` Lakh
EQUITY AND LIABILITIES
I. Equity
(a) Equity Share Capital 8,934.16 - 8,934.16 8,934.16 - 8,934.16
(b) Other Equity 1,43,863.36 20,045.31 1,63,908.67 1,31,812.36 19,655.81 1,51,468.17
Total Equity (I) 1,52,797.52 20,045.31 1,72,842.83 1,40,746.52 19,655.81 1,60,402.33
II. Liabilities
A. Non-current Liabilities
(a) Financial Liabilities
(i) Borrowings c 1,381.24 (943.62) 437.62 1,558.80 (882.90) 675.90
(ii) Other Financial 46.27 - 46.27 101.58 - 101.58
Liabilities
(b) Provisions d 1,123.83 (6.18) 1,117.65 1,163.73 (4.73) 1,159.00
(c) Deferred Tax Liabilities f 11,812.08 182.48 11,994.56 10,270.86 14.59 10,285.45
(net)
Total Non-current Liabilities (A) 14,363.42 (767.32) 13,596.10 13,094.97 (873.04) 12,221.93
B. Current Liabilities
(a) Current Financial
Liabilities
(i) Trade Payables 11,161.66 - 11,161.66 10,634.16 - 10,634.16
(ii) Security Deposits 31,863.85 - 31,863.85 27,401.29 - 27,401.29
(iii) Capital Creditors 2,696.32 - 2,696.32 1,523.19 - 1,523.19
(iv) Other Financial c,e 15,634.74 (15,574.02) 60.72 15,654.76 (15,562.50) 92.26
Liabilities
(b) Provisions d,e 4,346.71 (3,183.66) 1,163.05 4,159.12 (3,183.50) 975.62
(c) Income Tax Liabilities 95.44 - 95.44 174.32 - 174.32
(net)
(d) Other Current 3,568.30 - 3,568.30 3,267.58 - 3,267.58
Liabilities
Total Current Liabilities (B) 69,367.02 (18,757.68) 50,609.34 62,814.42 (18,746.00) 44,068.42
Total Liabilities (II) 83,730.44 (19,525.00) 64,205.44 75,909.39 (19,619.04) 56,290.35
TOTAL (I+II) 2,36,527.96 520.31 2,37,048.27 2,16,655.91 36.77 2,16,692.68

Reconciliation of total equity as at March 31, 2016 and April 1, 2015

`Lakh
As at As at
Particulars Notes
March 31, 2016 April 1, 2015
Balance as reported under previous GAAP 1,52,797.52 1,40,746.52
Effect of measuring investments at Fair Value through profit or loss b 520.31 36.77
9% Compulsorily Convertible Debentures treated as compound financial c 882.90 810.65
instrument
Reversal of Rent Equalisation Reserve d 6.93 5.33
Reversal of Proposed Dividend and Tax on Dividend e 18,817.65 18,817.65
Deferred Tax on above adjustments f (182.48) (14.59)
Balance as reported under IND AS 1,72,842.83 1,60,402.33
Explanation 3 – Reconciliation of total comprehensive income for the year ended 31st March, 2016
Effect of Ind AS adoption on the Statement of Profit and Loss for the year ended 31st March, 2016
For the year ended March 31, 2016
(End of last period presented under previous GAAP)
Particulars Notes
Previous GAAP Effect of Ind AS transition Ind AS
` Lakh ` Lakh ` Lakh
I Revenue from Operations g 2,07,892.70 20,620.43 2,28,513.13
II Other Income h 4,234.24 483.54 4,717.78
III Total Income (I + II) 2,12,126.94 21,103.97 2,33,230.91
IV Expenses :
Cost of Natural Gas and Traded Items 1,22,962.56 - 1,22,962.56
Changes in Inventories 7.20 - 7.20
Excise Duty g - 20,683.40 20,683.40
Employee Benefits Expense i 5,371.19 259.19 5,630.38
Finance Costs j 294.46 (72.25) 222.21
Depreciation and Amortisation Expenses k 8,405.73 (144.90) 8,260.83
Other Expenses g, k, l 28,220.93 80.31 28,301.24
Total Expenses 1,65,262.07 20,805.75 1,86,067.82
V Profit Before Tax for the period (III- IV) 46,864.87 298.22 47,163.09
VI Income Tax Expense :
(i) Current Tax i, m 14,455.00 19.38 14,474.38
(ii) Deferred Tax i,m 1,541.22 58.82 1,600.04
Total Income Tax Expense (i+ii) 15,996.22 78.20 16,074.42
VII Profit After Tax for the period (V - VI) 30,868.65 220.02 31,088.67
VIII Other Comprehensive Income
FINANCIALS
Gain/(loss) that will not be reclassified to i - 169.48 169.48

profit or loss (Net of Income Tax)
Total Other Comprehensive Income - 169.48 169.48
IX Total Comprehensive Income for the 30,868.65 389.50 31,258.15
period (VII + VIII)

Reconciliation of total comprehensive income for the year ended March 31, 2016
`Lakh
Year ended
Particulars Notes
March 31, 2016
Net Profit after tax (as reported under previous GAAP) 30,868.65
Effect of measuring investments at Fair Value through profit or loss h 483.55
Re-measurement of defined benefit plans recognised in Other Comprehensive Income i (259.19)
Reversal of interest on CCDs net of finance cost j 72.25
Reversal of rent equalisation reserve l 1.61
Tax on above adjustments i,m (78.20)
Net Profit after tax (as reported above under IND AS) 31,088.67
Other Comprehensive Income (net of tax) i 169.48
Total Comprehensive Income (as reported above under IND AS) 31,258.15
Notes to the reconciliations: The interest on the compulsory convertible debenture

a. Under IGAAP, leasehold lands were capitalised under was provided as per the coupon rate of 9% under the
fixed assets and depreciated over the lease term. Under previous GAAP. Under Ind AS, the liability component
Ind AS, such leasehold lands have to be assessed as to is accreted at an effective interest rate as finance
whether they are an operating lease or a financing lease, cost. Consequently, the interest provided on such
basis the terms and conditions in the lease agreement. compulsorily convertible debentures as per the coupon
Consequently, leasehold lands that classify as operating rate is reversed to the tune of `20.01 lakh and further
leases have been removed from property, plant and `84.93 lakh as at April 1, 2015 and March 31,2016
equipment and treated as a separate prepaid asset. The respectively. Instead the interest is accreted by `3.21
same is expensed off to the statement of profit and loss lakh and `12.68 lakh for the financial year 2014-15 and
over the lease term as lease rent. Therefore an amount of 2015-16 respectively. The corresponding increase is in
`3,043.33 lakh and `3,086.39 lakh has been reclassified equity to the tune of `16.80 lakh and `89.05 lakh as at
as at April 1, 2015 and March 31, 2016 respectively from April 1, 2015 and March 31, 2016 respectively.
property, plant and equipment to prepaid current and
prepaid non-current asset. This transaction does not d. Under IGAAP, the rent payments for operating leases
have any impact on equity. were accounted on a straight line basis over the lease
term and rent equalization provision was provided.
b. The investments in mutual funds under IGAAP were Under Ind AS, the payments under the operating
carried at lower of cost and fair value. Under Ind AS, the leases are charged to the statement of profit and loss
investments in mutual funds are to be fair valued with over a straight-line basis over the period of the lease
the corresponding gains/losses to be recognised in the unless the payments are structured to increase in line
statement of profit and loss. Consequently, there is an with expected general inflation to compensate for the
increase in equity by `36.77 lakh and `520.31 lakh as on lessor’s expected inflationary cost increased. There
April 1, 2015 and March 31, 2016 respectively. is no requirement of straight lining under Ind AS for
leases under consideration, hence, the rent equalization
c. The company had issued compulsorily convertible provision of `5.33 lakh and `6.93 lakh has been reversed
debentures amounting to `943.62 lakh which were as on April 1, 2015 and March 31, 2016 respectively. This
classified as a borrowing under IGAAP. Under Ind AS, has led to a corresponding increase in equity by an equal
such instruments are classified into debt and equity amount.
component. Consequently, on April 1, 2015, the equity
component of the borrowings has been transferred to e. Under IGAAP, dividends proposed by the board of
equity from borrowings to the tune of `793.85 lakh. The directors after the balance sheet date but before the
equity has increased by an equivalent amount.

approval of the financial statements were considered as remeasurements were forming part of statement of
an adjusting event. Accordingly, provision for proposed profit and loss for the year. As a result of this change, the
dividend and tax on dividend were recognised as a profit for the year ended March 31, 2016 decreased by
liability. Under Ind AS, such dividends are recognised `259.19 lakh. These remeasurement losses have been
when the same is approved by the shareholders in reclassified to other comprehensive income at `169.48
the general meeting. Accordingly, the liability for lakh (net of taxes `89.70 lakh). This reclassification has
proposed dividend and tax there on for financial year led no impact on equity or profit for the year.
2014-15 of `18,817.65 lakh and for financial year 2015-
16 of `18,817.65 lakh included under provisions as at j. The interest on compulsorily convertible debentures
April 1, 2015 and March 31, 2016 have been reversed provided as per the coupon has been reduced by
with corresponding adjustment in retained earnings. `84.93 lakh. Instead the interest has been provided at
Consequently, the total equity increased by an equivalent an effective interest rate to the tune of `12.68 lakh. The
amount. profit has increased by `72.25 lakh (refer note c above).
f. Deferred taxes on the above adjustments have also been k. Under IGAAP, the depreciation on lease hold lands was
provided. Deferred tax liability has been recognised to classified as a depreciation expense. Since under Ind
the tune of `14.59 lakh and `182.48 lakh as on April 1, AS, these leasehold lands are classified as operating
2015 and March 31, 2016 respectively. leases, the prepaid rent has been expensed off as lease
rent. Hence, the depreciation expense has reduced by
g. Under the previous GAAP, revenue from sale of goods `144.90 lakh and other expenses has increased by the
was presented exclusive of excise duty. Under Ind AS, same amount. There is no impact on profit for the year
revenue from sale of goods is presented inclusive of (refer note a above).
excise duty. The excise duty paid is presented on the face
of the statement of profit and loss as part of expenses. l. Under IGAAP, the company used to follow straight line
This change has resulted in an increase in total revenue method of accounting for operating leases. Under Ind AS,
and total expenses for the year ended March 31, 2016 by the company does not follow straight line accounting for
`20,683.40 lakh. There is no impact on equity and profit. operating leases and hence the rent equalization reserve
has been reversed. It has increased the profit to the tune
Under the previous GAAP, cash discount given to the of `1.62 lakh (refer note d above).
customers was shown under other expenses and not
netted from revenue. Under Ind AS, revenue from sale m. The deferred tax liability has been created on the above
of goods is measured net of discounts, rebates etc. adjustments to the tune of `167.89 lakh for the year
accordingly, the trade discount is netted from revenue. ended March 31, 2016. Consequently, the profit for the
This change has resulted in a decrease in total revenue year has reduced by an equivalent amount (refer note f
and total expenses for the year ended March 31, 2016 by above).
`62.97 lakh. There is no impact on equity and profit.
Explanation 4 – Impact on cash flows for the year ended
h. Under Ind AS, the mutual funds are carried at fair value March 31, 2016
through profit and loss account. Consequently, the profit There is no impact on cash flows due to transition to Ind AS.
for the year ended March 31, 2016 has increased by
`483.54 lakh (refer note b above).
i. Under Ind AS, remeasurements i.e actuarial gains

FINANCIALS
and losses and the return on plan assets, excluding

amounts included in the net interest expense on the
net defined benefit liability are recognised in the
other comprehensive income instead of the statement
of profit and loss. Under the previous GAAP, these

Note - 4 : Property, Plant and Equipment & Intangible Assets

( ` Lakh)
Gross Carrying Amount Accumulated Depreciation/Amortisation Net Carrying Amount
Description of Assets As at As at As at Depreciation/ As at As at As at
Disposals/ 31st March Disposals/ 31st March
1st April Additions Adjustments 1st April Amortisation/ Adjustments 31st March 31st March
2016 2017 2016 Impairment 2017 2016 2017
i. Property, Plant and Equipment
1,658.80 8.89 - 1,667.69 37.19 36.77 - 73.96 1,621.61 1,593.73
Buildings & Bunk Houses
1,632.01 29.94 (3.15) 1,658.80 - 39.88 (2.69) 37.19 1,632.01 1,621.61
313.37 1.23 - 314.60 22.84 23.00 - 45.84 290.53 268.76
Roads & Fences
313.37 - - 313.37 - 22.84 - 22.84 313.37 290.53

1,14,552.76 26,599.96 (152.60) 1,41,000.12 7,345.66 8,575.22 (60.47) 15,860.41 1,07,207.10 1,25,139.71
Plant & Equipment - Gas Distribution System
97,435.14 17,171.42 (53.80) 1,14,552.76 - 7,353.41 (7.75) 7,345.66 97,435.14 1,07,207.10
1,828.01 53.28 - 1,881.29 150.46 156.47 - 306.93 1,677.55 1,574.36

Plant & Equipment - Others
1,685.67 144.52 (2.18) 1,828.01 - 150.87 (0.41) 150.46 1,685.67 1,677.55
444.83 223.89 (15.70) 653.02 130.29 150.72 (3.32) 277.69 314.54 375.33
Computers
289.44 159.41 (4.02) 444.83 - 130.54 (0.25) 130.29 289.44 314.54
675.59 - - 675.59 100.26 87.24 - 187.50 575.33 488.09
Electrical Installations
678.74 0.18 (3.33) 675.59 - 100.26 - 100.26 678.74 575.33
728.85 51.37 (1.60) 778.62 211.90 211.62 - 423.52 516.95 355.10
Office Equipments
651.23 80.63 (3.01) 728.85 - 212.40 (0.50) 211.90 651.23 516.95
50.34 23.61 - 73.95 14.29 10.62 - 24.91 36.05 49.04
Communication Systems
32.90 17.46 (0.02) 50.34 - 14.30 (0.01) 14.29 32.90 36.05
200.98 57.26 (0.32) 257.92 34.64 36.47 - 71.11 166.34 186.81
Furniture and Fixtures
181.68 19.89 (0.59) 200.98 - 34.68 (0.04) 34.64 181.68 166.34
1,20,453.53 27,019.49 (170.22) 1,47,302.80 8,047.53 9,288.13 (63.79) 17,271.87 1,12,406.00 1,30,030.93
Total - Property, Plant and Equipment (i)
1,02,900.18 17,623.45 (70.10) 1,20,453.53 - 8,059.18 (11.65) 8,047.53 1,02,900.18 1,12,406.00
ii. Intangible Assets
Computer Softwares / Licences (Acquired) 670.36 200.66 - 871.02 201.65 225.07 - 426.72 468.71 444.30
457.10 211.83 1.43 670.36 - 201.65 - 201.65 457.10 468.71
670.36 200.66 - 871.02 201.65 225.07 - 426.72 468.71 444.30
Total - Intangible Assets (ii)
457.10 211.83 1.43 670.36 - 201.65 - 201.65 457.10 468.71
Total - Property, Plant and Equipment & 1,21,123.89 27,220.15 (170.22) 1,48,173.82 8,249.18 9,513.20 (63.79) 17,698.59 1,12,874.71 1,30,475.23
Intangible Assets (i+ii) 1,03,357.28 17,835.28 (68.67) 1,21,123.89 - 8,260.83 (11.65) 8,249.18 1,03,357.28 1,12,874.71
42,886.51 41,152.79
iii. Capital work-in-progress (refer note 28 and 30)
37,962.01 42,886.51
1,55,761.22 1,71,628.02
Grand Total (i+ii+iii)
1,41,319.29 1,55,761.22
NOTES:
1) Capital Work-in-Progress includes Capital inventory of `7,582.16 Lakh (as at 31st March, 2016 `8,127.14 Lakh and as at 31st March, 2015 `5,685.48 Lakh)
a) Capital inventory includes material with contractors `1,536.08 Lakh (as at 31st March, 2016 `1,596.36 Lakh and as at 31st March, 2015 `1,416.84 Lakh)
b) Capital inventory includes material in transit ` Nil (as at 31st March, 2016 `154.24 Lakh and as at 31st March, 2015 `Nil)
2) Figures in italics represent previous year’s figures.
` Lakh
As at As at As at
Particulars
31st March 2017 31st March 2016 31st March 2015
5. Trade Receivables
(a) Current
Secured, Considered Good (secured against security deposits) 1,492.86 915.72 907.56
Unsecured, Considered Good 7,961.53 8,316.88 8,679.07
Doubtful 227.77 136.21 102.62
9,682.16 9,368.81 9,689.25
Less : Allowance for Doubtful Trade Receivables 227.77 136.21 102.62
9,454.39 9,232.60 9,586.63
(b) Non-current
Unsecured Considered Good 36.62 108.32 152.79
Total - Trade Receivables (a+b) 9,491.01 9,340.92 9,739.42
Refer note no. 32.4.d.i for ageing of trade receivables
6. Security Deposits
(a) Current
Unsecured, Considered Good # 1,219.09 976.49 1,487.91
Doubtful 55.50 187.59 242.16
1,274.59 1,164.08 1,730.07
Less: Allowance for Doubtful Deposits 55.50 187.59 242.16
1,219.09 976.49 1,487.91
(b) Non-current
Unsecured, Considered Good 2171.99 1710.17 986.13
Total - Security Deposits (a+b) 3,391.08 2,686.66 2,474.04
# includes `310.40 Lakh given during the year to BSE Limited and NSE Limited for the purpose of IPO
7. Other Non-current Financial Assets

Other Bank Balances # 32.55 0.43 1,293.52
Other Loans and Advances 10.30 6.78 7.94
42.85 7.21 1,301.46
# includes margin money deposit `32.55 Lakh (as at 31st March, 2016 `0.43 Lakh and as at 31st March, 2015 `26.32 Lakh)
8. Other Non-current Assets

Capital Advances 78.93 103.40 144.43
Prepaid Rent on Leasehold Land (refer note 32.5) 6,320.44 3,033.79 2,996.12
Prepaid Expenses 1,754.02 1,340.32 1,212.97
8,153.39 4,477.51 4,353.52
9. Inventories (at lower of Cost and Net Realisable Value)

FINANCIALS
Stock in Trade:
Stock of Natural Gas 33.92 37.96 45.16
Stores and Spares 2,342.42 1,764.72 1,690.33
2,376.34 1,802.68 1,735.49
Stores and Spares in Transit `1.28 Lakh (as at 31st March, 2016 `Nil and as at 31st March, 2015 `5.79 Lakh)

Note - 10 : Investments (Carried at Fair Value through Profit or Loss)

Number of Units Amount (` lakh)
Name of Mutual Fund Scheme Face
31st March 31st March 31st March 31st March 31st March 31st March
(Unquoted) Value
2017 2016 2015 2017 2016 2015
Axis Liquid Fund - Daily Dividend - CFDD 1000 5,99,901 - - 6,004.26 - -
Baroda Pioneer Liquid Fund - Plan A 1000 5,87,982 3,87,960 - 5,886.40 3,884.81 -
Daily Dividend
Birla Sun Life Floating Rate Fund - STP - 100 - 18,26,490 - - 1,827.54 -
IP - Daily Dividend Reinvestment
Franklin India Treasury Management 1000 94,951 5,00,696 2,44,008 950.18 5,010.54 2,441.82
Account -Super Institutional Plan - Daily
Dividend Reinvestment
HDFC FMP 91D February 2015 (1) - 10 - - 1,00,00,000 - - 1,008.79
Regular Growth - Series 33
HDFC FMP 92D March 2016(1) - Regular 10 - 5,00,00,000 - - 5,040.45 -
Dividend - Series 35
HDFC Liquid Fund - Dividend - Daily 10 - - 3,93,27,589 - - 4,010.71
Reinvest
ICICI Prudential FMP - S 78 - 95 Days - 10 - 5,00,00,000 - - 5,056.10 -
Plan K - Reg - Dividend
ICICI Prudential Money Market Fund - 100 - - 50,14,808 - - 5,021.30
Regular Plan - Daily Dividend
ICICI Prudential Ultra Short Term - 10 3,81,15,324 - - 6,373.91 - -
Growth
Indiabulls Liquid Fund 1000 6,22,881 - - 6,235.94 - -
JM High Liquidity Fund - Daily Dividend 10 - 51,35,938 - - 535.69 -
Option
Kotak Floater - Short Term - Daily 1000 - 5,05,171 4,99,602 - 5,110.41 5,054.07
Dividend (Regular Plan)
Kotak Low Duration Fund - Standard 1000 3,08,948 - - 6,124.83 - -
Growth (Regular Plan)
LIC Nomura MF Liquid Fund - Dividend 1000 - - 4,59,748 - - 5,048.03
Plan
Reliance Medium Term Fund - Growth 10 1,91,14,563 1,63,03,852 - 6,522.73 5,116.90 -
Plan - Growth Option - IPGP
Religare Invesco Credit Opportunities 1000 - 3,06,728 - - 5,305.31 -
Fund - Growth
Invesco India Liquid Fund - Daily 1000 6,01,018 - 4,30,231 6,019.95 - 4,307.46
Dividend
Sundaram Money Fund - Regular Daily 10 - - 1,64,54,782 - - 1,661.16
DR (Div Option Reinvestment)
Tata Money Market Fund - Regular Plan 1000 1,81,960 2,44,864 3,59,663 1,822.35 2,452.35 3,602.08
- Daily Dividend
UTI Liquid Fund - Cash Plan - IP - Dly 1000 71,221 - - 726.05 - -
Dividend
UTI Treasury Advantage Fund - 1000 - - 2,65,002 - - 5,027.98
Institutional Plan - Growth
Total Investment in Mutual Funds 46,666.60 39,340.10 37,183.40
(Unquoted)

` Lakh
As at As at As at
Particulars
11. Cash and Cash Equivalents
Cash on Hand 0.81 0.16 0.10
Cash in Transit 144.54 108.16 105.37
Cheques on Hand 2.36 - 1.05
Balances with Banks
- in Current Accounts 591.19 2,110.77 1,572.80
Total - Cash and Cash Equivalents (refer Cash Flow Statements) 738.90 2,219.09 1,679.32

12. Other Bank Balances
In Deposit Accounts 12,786.86 15,181.25 11,916.16
Margin Money Deposit 84.99 103.05 70.20
In Current Accounts (earmarked against expenses payable towards 1,200.03 - -
IPO)
14,071.88 15,284.30 11,986.36

13. Other Current Financial Assets
Unbilled Revenue 2,787.65 2,600.63 2,589.07
Receivables on expenses towards IPO (refer note 32.3) - 553.19 97.44
Others 81.03 76.09 28.82
2,868.68 3,229.91 2,715.33

14. Other Current Assets
Prepaid Expenses 574.51 516.02 438.44
Prepaid Rent on Leasehold Land (refer note 32.5) 221.64 186.10 193.31
Balances with Government Authorities (Central Excise, Service Tax, 1,362.87 1,031.86 949.46
VAT, etc.)
Advances to Employees / Vendors 37.90 85.07 17.38
2,196.92 1,819.05 1,598.59

FINANCIALS

` Lakh
As at As at As at
Particulars
15. Equity Share Capital
Authorised Equity Share Capital 13,000.00 13,000.00 13,000.00
13,00,00,000 (31.03.2016 - 13,00,00,000; 01.04.2015 - 13,00,00,000)
Equity Shares of `10/- each
Issued, Subscribed and Fully Paid Equity Shares (refer SOCIE) 9,877.78 8,934.16 8,934.16
9,87,77,778 (31.03.2016 - 8,93,41,600; 01.04.2015 - 8,93,41,600)
Equity Shares of `10/- each
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.
Details of Shareholders holding more than 5% Shares
GAIL (India) Limited
Number of Shares 32,102,740 44,449,960 44,449,960
Percentage 32.50 49.75 49.75
BG Asia Pacific Holding Pte. Ltd., Singapore
Number of Shares 32,102,710 44,449,960 44,449,960
Percentage 32.50 49.75 49.75
Government of Maharashtra
Number of Shares (refer note 32.14) 9,877,778 441,600 441,600
Percentage 10.00 0.49 0.49

16. Other Equity (refer SOCIE)
General Reserve 21,183.81 21,183.81 21,183.81
Retained Earnings 1,52,942.15 1,41,931.01 1,29,490.51
Equity Component of Compound Financial Instrument - 793.85 793.85
1,74,125.96 1,63,908.67 1,51,468.17

17. Borrowings (Unsecured - at Amortised Cost)
a. Deferred Payment Liabilities :
Interest Free Sales Tax Deferred Loan # 270.03 437.62 615.18
b. Liability Component of Compound Financial Instruments :
9% Unsecured Compulsorily Convertible Debentures (UCCD) - - 60.72
(Refer Note 22 and Note No.32.14)
270.03 437.62 675.90
# 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.

18. Non-current Financial Liabilities - Others
Security Deposits 19.59 46.27 101.58
19.59 46.27 101.58

` Lakh
As at As at As at
Particulars
19. Provisions
a. Current
Employee Benefits obligations (refer note 32.1) 1,476.72 1,163.05 975.62
Total (a) 1,476.72 1,163.05 975.62
b. Non-current
Employee Benefits obligations (refer note 32.1) 1,400.64 1,117.65 1,159.00
Total (b) 1,400.64 1,117.65 1,159.00
Total Provisions (a+b) 2,877.36 2,280.70 2,134.62

20. Deferred Tax Liabilites (Net) (refer note 32.6)
Deferred Tax Liabilities 14,657.35 12,674.71 10,945.37
Less : Deferred Tax Assets 894.64 680.15 659.92
13,762.71 11,994.56 10,285.45

21.
Trade Payables
Micro, Small and Medium Enterprises (refer note 32.10) 297.16 178.49 266.12
Other Trade Payables 12,635.08 5,664.33 4,488.53
12,932.24 5,842.82 4,754.65
To Related Parties (refer note 32.3) 1,963.75 5,318.84 5,879.51
14,895.99 11,161.66 10,634.16

22. Current Financial Liabilities - Others
Current Maturities of Long Term Debt (refer note 17.b) - 60.72 92.26
Payables in relation to IPO (refer note 32.3) 1,341.92 - -
1,341.92 60.72 92.26

23. Other Current Liabilities
Statutory Payables 2,324.08 1,736.31 1,677.25
Advances from Customers 1,566.72 1,831.99 1,590.29
Others - - 0.04
3,890.80 3,568.30 3,267.58
FINANCIALS

` Lakh
For the For the
Particulars year ended year ended
24. Revenue from Operations
Sale of Natural Gas (Including Excise Duty) 2,22,274.67 2,27,153.23
Sale of Pipes, Fittings and Other Materials 217.41 148.85
Other Operating Income 1,415.05 1,211.05
2,23,907.13 2,28,513.13

25.
Other Income
a. Interest Income
From Bank Deposits 1,388.37 1,036.63
From Other Financials Assets 35.32 47.83
1,423.69 1,084.46
b. Dividend Income
From Mutual Funds designated at FVTPL 1,351.84 1,501.96
c. Other Gains and Losses
Gain/(Loss) on Debt Instruments designated at FVTPL* 1,286.44 886.93
Net Foreign Exchange Gain/(Loss) 66.94 (35.84)
1,353.38 851.09
d. Other Non-operating Income 1,136.81 1,280.27
Total Other Income (a+b+c+d) 5,265.72 4,717.78
* Includes unrealised increase in fair value of `996.97 lakh (2015-16 - `520.31 lakh)

26. Cost of Natural Gas and Traded Items
Purchase Cost of Natural Gas and Other Charges 1,01,808.77 1,23,066.97
Less: Captive Consumption (Including VAT) 164.33 240.52
1,01,644.44 1,22,826.45
Purchase of Pipes, Fittings and Other Materials 191.74 136.11
1,01,836.18 1,22,962.56

27. Changes in Inventories
Changes in Stock of Natural Gas and Traded Items:
Opening Stock 37.96 45.16
Closing Stock 33.92 37.96
(Increase) / Decrease in Stock 4.04 7.20


` Lakh
For the For the
28. Employee Benefits Expense
Salaries, Wages and Allowances 6,961.70 6,369.59
Contribution to Provident Fund and Other Funds 320.13 291.59
Gratuity (Note 32.1) 109.59 93.63
Staff Welfare 314.76 314.68
Secondment Charges 380.55 441.48
8,086.73 7,510.97
Less: Transfer to Capital Work-in-Progress 2,084.82 1,880.59
6,001.91 5,630.38

29. Finance Costs
Interest on Borrowings 1.01 12.68
Other Interest Expense 101.10 209.53
102.11 222.21
30. Other Expenses

Power and Fuel 10,396.72 10,444.45
Consumption of Stores and Spares 2,825.01 2,370.80
Insurance 201.48 147.25
Rent Expense (refer note 32.5) 2,230.68 2,130.14
Rates and Taxes 248.59 189.63
Repairs to Buildings 1.29 11.73
Repairs to Plant and Machinery 4,136.59 3,445.62
Write off and Disposal of Property, Plant and Equipment 100.97 43.74
Bad Trade Receivables Written off 100.10 16.00
Allowance for Doubtful Trade Receivables (Net) 91.56 33.59
Corporate Social Responsibility Expenditure (Refer Note 32.12) 468.60 460.24
Miscellaneous Expenses 10,957.36 9,382.14
31,758.95 28,675.33
Less: Transfer to Capital Work-in-Progress 619.50 374.09
31,139.45 28,301.24

31. OCI - Items that will not be reclassified to profit or loss
Gains/(Losses) on Remeasurements of the Defined Benefit Plans (101.47) 259.18
FINANCIALS
Less : Income Tax on Remeasurements of the Defined Benefit Plans (35.12) 89.70
OCI - Items that will not be reclassified to profit or loss (Net of Income Tax) (66.35) 169.48

32. Disclosures under Indian Accounting Standards: payable to these plans by the Company are in
compliance with the rates specified in the rules of
32.1 Employee Benefit Obligations the schemes. The Company recognised `320.13
a. Short-term Employee Benefits Lakh (previous year `291.59 Lakh) as an expense
and included in Note 28 – Employee Benefit
These benefits include wages and salaries, Expenses ‘Contribution to Provident Fund and
including other monetary and non-monetary Other Funds’ in the Statement of Profit and Loss for
benefits, compensated absences which are either the year ended March 31, 2017.
non-accumulating or accumulated and expected
to be availed within twelve months after the end of
the reporting period. ii) Defined Benefit Plans
The Company offers the following defined benefit
b. Long-term Employee Benefits schemes to its employees:
i) Defined Contribution Plans
The Company makes Provident Fund contributions, - Gratuity (refer note 28)
which are defined contribution plans, for qualifying - Post-Retirement Medical Benefit Plan(PRMB) (refer
employees. Company has no further payment note 28)
obligations once the contributions have been paid.
Under the Provident Fund Schemes, the Company is The following table sets out the funded/unfunded
required to contribute a specified percentage of the status of the defined benefit schemes and the amount
payroll costs to fund the benefits. The contributions recognised in the financial statements:
Amount recognised in Statement of Profit and Loss
`Lakh
For the year ended For the year ended
March 31, 2017 March 31, 2016
Particulars
Gratuity PRMB Gratuity PRMB
(Funded) (Unfunded) (Funded) (Unfunded)
Current Service Cost 95.00 62.59 85.02 100.02
Interest Cost (Net) 14.59 30.73 8.61 44.62
Total Expense recognised in the Statement of Profit and Loss 109.59 93.32 93.63 144.64
Amount recognised in Other Comprehensive Income

`Lakh
For the year ended For the year ended
March 31, 2017 March 31, 2016
Particulars
Gratuity PRMB Gratuity PRMB
(Funded) (Unfunded) (Funded) (Unfunded)
Due to change in Demographic Assumptions - - 6.60 (286.07)
Due to change in Financial Assumptions 79.98 33.81 1.23 0.34
Due to Experience 9.57 (10.81) 53.54 (29.46)
Return on Plan Assets (excluding amounts included in net interest (11.08) - (5.36) -
expense)
Total Remeasurement (gains)/losses recognised in OCI 78.47 23.00 56.01 (315.19)

Net Asset/ (Liability) recognised in the Balance Sheet

`Lakh
As at March 31, 2017 As at March 31, 2016 As at March 31, 2015
Particulars Gratuity PRMB Gratuity PRMB Gratuity PRMB
(Funded) (Unfunded) (Funded) (Unfunded) (Funded) (Unfunded)
Present value of Defined Benefit (1235.58) (496.13) (993.29) (380.81) (803.33) (552.22)
Obligation
Fair value of Plan Assets 979.49 NA 812.51 NA 696.67 NA
Net Asset/ (Liability) recognised in the (256.09) (496.13) (180.78) (380.81) (106.66) (552.22)
Balance Sheet
Change in defined obligation (DBO) during the year

`Lakh
Present value of DBO at beginning 993.29 380.81 803.33 552.22 550.27 295.97
Current Service Cost 95.00 62.59 85.02 100.02 61.06 64.03
Interest Cost 80.16 30.73 64.90 44.62 51.23 27.55
Remeasurement (gain)/loss 89.55 23.00 61.37 (315.19) 158.71 165.68
Benefits paid (22.42) (1.00) (21.33) (0.86) (17.94) (1.01)
Present value of DBO at the end 1235.58 496.13 993.29 380.81 803.33 552.22
Change in the fair value of asset during the year - Gratuity (Funded)
`Lakh
As at As at As at
Particulars
March 31, 2017 March 31, 2016 March 31, 2015
Plan Assets at beginning 812.51 696.67 449.40
Interest Income 65.57 56.28 41.84
Return on Plan Assets (excluding amounts included in net interest 11.08 5.36 14.45
expense)
Employer contribution 112.75 75.53 208.92
Benefits paid (22.42) (21.33) (17.94)
Plan Assets as at the end $ 979.49 812.51 696.67
Actual return on Plan Assets 76.65 61.65 56.29
FINANCIALS
$ Category-wise composition of the plan assets is not available with the Company, since the fund is managed by LIC.

Principal Actuarial assumptions

Discount rate 7.52% 7.52% 8.07% 8.07% 8.08% 8.08%
Expected rate of return on Plan Assets 7.52% NA 8.07% NA 8.08% NA
Expected rate of escalation in salary 7.50% NA 7.50% NA 7.50% NA
Attrition 2.00% 2.00% 2.00% 2.00% 1.00% 1.00%
Medical Cost Inflation NA 3.00% NA 3.00% NA 3.00%
Mortality tables Indian Assured Lives Mortality (2006-08) Ultimate
Estimate of amount of contribution in 212.44 NA 195.83 NA 173.19 NA
the immediate next year (` Lakh)
These plans typically expose the Company to actuarial risks decrements on the defined benefit obligation is not straight
such as: forward and depends upon the combination of salary increase,
medical cost inflation, discount rate and vesting criteria.
Investment risk - The present value of the defined benefit
plan liability is calculated using a discount rate determined by Salary risk - The present value of the defined benefit plan
reference to market yields at the end of the reporting period liability is calculated by reference to the future salaries of plan
on government bond yields; if the return on plan asset is below participants. As such, an increase in the salary of the plan
this rate, it will create a plan deficit. participants will increase the plan’s liability. The expected rate
of return on plan assets is determined after considering several
Interest rate risk - A decrease in the bond interest rate will applicable factors such as the composition of the plan assets,
increase the plan liability; however, this will be partially offset investment strategy, market scenario, etc.
by an increase in the return on the plan’s debt investments.
In order to protect the capital and optimise returns within
Demographic risk - This is the risk of variability of results due acceptable risk parameters, the plan assets are well diversified.
to unsystematic nature of decrements that include mortality, The estimate of future salary increases considered, takes into
withdrawal, disability and retirement. The effect of these account the inflation, seniority, promotion, increments and
other relevant factors.
Sensitivity
Sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
As at March 31, 2017 As at March 31, 2016

Particulars Change in Increase by Decrease by Increase by Decrease by
Assumption (` Lakh) (` Lakh) (` Lakh) (` Lakh)
Discount rate 1% 19.92 76.05 15.72 68.62
Expected rate of escalation in salary 1% 165.57 141.16 134.48 114.56
Attrition rate 1% 272.40 274.79 203.05 203.94
Medical Cost Inflation 1% 127.10 96.83 102.81 70.83
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is
unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated
using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the
defined benefit obligation liability recognised in the balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
iii) Other Long-term Employee Benefits

Compensated absences which are accumulated and not expected to be availed within twelve months after the end of
the reporting 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.
An amount of `292.36 Lakh (previous year `237.09 Lakh) and `20.74 Lakh (previous year `24.97 Lakh) has been
charged to the Statement of Profit and Loss for the year ended March 31, 2017 towards Compensated absences and
Long service awards respectively.
Actuarial assumptions for long-term compensated absences
For the For the For the

Particulars year ended year ended year ended
Discount rate 7.52% 8.07% 8.08%
Salary escalation 7.50% 7.50% 7.50%
Attrition 2.00% 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.
NA: Not Applicable
32.2 Segment Information

a. Description of segments and principal activities
The Company has a single operating segment that is “Sale of Natural Gas”. Accordingly, the segment revenue, segment
results, segment assets and segment liabilities are reflected by the financial statements themselves as at and for the
financial year ended March 31, 2017.
b. Entity wide disclosures

Information about products and services:
The Company is in a single line of business of “Sale of Natural Gas”.
Geographical Information:
The company operates presently in the business of city gas distribution in India. Accordingly, revenue from customers
earned and non-current asset are located, in India.
Information about major customers:

FINANCIALS
Three customers during the year ended March 31, 2017 and four customers during the year ended March 31, 2016
contributed to more than 10% of the revenue individually. Revenue from these customers was `1,15,482.93 lakh and
`1,42,476.82 lakh during the year ended March 31, 2017 and March 31, 2016 respectively.

32.3 Related Party Transactions

GAIL (India) Limited (GAIL) and BG Asia Pacific Holdings Pte. Limited (BGAPHPL) were promoter joint venturers till June 30,
2016 and w.e.f. July 1, 2016 both are having significant influence on the Company. (BG Energy Holdings Limited (BGEHL) was
a joint venturer under JV agreement and the JV agreement was assigned to BGAPHPL w.e.f. November 2, 2015).
Details of transactions with related entities (including entities transacting on behalf of related entities), in ordinary course of
business:
` Lakh
For the For the
March 31, 2017 March 31, 2016
Purchase of Natural Gas (from GAIL) 1,08,414.01 1,30,247.21
Secondment Charges 425.60 492.10
Expense incurred and recovered / recoverable (relates to IPO except `1.48 lakh for the 2,858.10 455.76
year ended March 31, 2017)
Refundable Security Deposit given 4.00 6.00
Others 9.53 2.52
Outstanding balance with related entities having significant influence on the Company:
`Lakh
As at As at As at
Particulars
Trade Payables 1,963.75 5,318.84 5,879.51
IPO related Payables/(Receivables) 1,341.92 (553.19) (97.44)
Total 3,305.67 4,765.65 5,782.07
32.4 Financial Instruments (Fair Value Measurements) :

The Company has various financial assets and liabilities. The disclosures regarding the classification, fair value hierarchy,
capital management, markets risk, credit risks and liquidity risks are as follows:
a. Classification of Financial Assets and Liabilities

`Lakh
Particulars Note As at As at As at
A. Financial Assets
I. Measured at Fair Value Through Profit or Loss (FVTPL)
(i) Investments 10 46,666.60 39,340.10 37,183.40
II. Measured at Amortised Cost
(i) Trade Receivables 5 9,491.01 9,340.92 9,739.42
(ii) Security Deposits 6 3,391.08 2,686.66 2,474.04
(iii) Cash and Cash Equivalents 11 738.90 2,219.09 1,679.32
(iv) Bank balances other than (iii) above 12 14,071.88 15,284.30 11,986.36
(v) Other Financial Assets 7,13 2,911.53 3,237.12 4,016.79
Total (A) 77,271.00 72,108.19 67,079.33

`Lakh
Particulars Note As at As at As at
B. Financial Liabilities
I. Measured at Amortised Cost
(i) Borrowings 17 270.03 437.62 675.90
(ii) Trade Payables 21 14,895.99 11,161.66 10,634.16
(iii) Security Deposits 38,781.58 31,863.85 27,401.29
(iv) Capital Creditors 2,464.87 2,696.32 1,523.19
(v) Other Financial Liabilities 18,22 1,361.51 106.99 193.84
Total (B) 57,773.98 46,266.44 40,428.38
b. Fair Value Hierarchy of Financial Assets and by the mutual fund house. The corresponding
Liabilities unrealized gain or loss on fair valuation is recorded
This section explains the judgements and estimates in profit and loss account under other income.
made in determining the fair values of the financial Accordingly, such debt mutual funds fall under
instruments that are (i) recognised and measured fair value hierarchy level 2. The fair value of these
at fair value and (ii) measured at amortised cost and mutual funds as at March 31, 2017, March 31, 2016
for which fair values are disclosed in the financial and April 1, 2015 is `46,666.60 lakh, `39,340.10
statements. To provide an indication about the lakh, `37,183.40 lakh respectively.
reliability of the inputs used in determining
fair value, Company has classified its financial (ii) Measured at Amortised Cost for which Fair Value
instruments into three levels prescribed under the is disclosed
accounting standards below: The fair values of all current financial assets and
liabilities including trade receivables and unbilled
Level 1: Level 1 inputs are quoted prices revenue, cash and cash equivalents, bank balances,
(unadjusted) in active markets for identical assets security deposits, trade payables, capital creditors
or liabilities that the entity can access at the and other current financial assets and liabilities are
measurement date. considered to be the same as their carrying values,
due to their short term nature. The fair values
Level 2: Level 2 inputs are inputs other than quoted of all non-current financial assets and liabilities
prices included within level 1 that are observable including security deposits, trade receivables and
for the asset or liability, either directly or indirectly. borrowings and other non-current financial assets
and liabilities are considered to be the same as their
Level 3: Level 3 inputs are unobservable inputs for carrying values, as the impact of fair valuation is not
the asset or liability. material.
Company’s policy is to recognise transfers into and c. Capital Management

transfers out of fair value hierarchy levels as at the Total equity as shown in the balance sheet includes
end of the reporting period. equity share capital, general reserves and retained
earnings.
FINANCIALS
(i) Measured at Fair Value Through Profit or Loss

(FVTPL) The Company aims to manage its capital efficiently
The company has investments in debt mutual funds so as to safeguard its ability to continue as a going
which are not quoted in the active market. These concern and to optimise returns to its shareholders.
debt mutual funds are subsequently measured at
FVTPL as per the closing NAV statement provided

The Company’s policy is to maintain a stable and in financial loss to the Company. The credit risk
strong capital structure with a focus on total equity arises from trade receivables, security deposits,
so as to maintain investor, creditors and market cash and cash equivalents and deposits with banks.
confidence and to sustain future development
and growth of its business. The Company will Trade receivables
take appropriate steps in order to maintain,
The company supplies natural gas to customers.
or if necessary adjust, its capital structure. The
management monitors the return on capital as well
Concentrations of credit risk with respect to trade
as the level of dividends to shareholders.
receivables are limited as majority credit sales are
made to high credit worthy entities and balance
The Company does not have any borrowing except credit sales are against securities in the form of
for sales tax deferred loan. customer security deposits, bank guarantees and
letter of credit. All trade receivables are reviewed and
d. Financial risk management assessed for default on regular basis. Our historical
Company’s activities expose it to credit risk, experience of collecting receivables, supported by
liquidity risk and market risk. This note explains the the level of default, is that credit risk is low.
sources of risk which the entity is exposed to and
how the entity manages the risk and its impact on For trade receivables, except for specifically
the financial statements identified cases, Company follows a simplified
approach where provision is made as per the
(i) Credit Risk ageing buckets which are designed based on
historical facts and patterns.
Credit risk refers to the risk that the counterparty
will default on its contractual obligations resulting
Age of receivables as on March 31, 2017
(`Lakh)
Ageing Within the Upto 6 6 months to Above Total
Credit Period months 1 year 1 year
Gross Amount 6,965.19 2,337.82 351.76 64.01 9,718.78
Allowance for bad receivables - 50.93 139.14 37.70 227.77
Net Trade receivables 6,965.19 2,286.89 212.62 26.31 9,491.01

(`Lakh)
Gross Amount 6,957.15 1,764.33 643.81 111.84 9,477.13
Allowance for bad receivables - 0.57 32.77 102.87 136.21
Net Trade receivables 6,957.15 1,763.76 611.04 8.97 9,340.92

(`Lakh)
Gross Amount 7,059.71 1,519.56 1,131.94 130.83 9,842.04
Allowance for bad receivables - - - 102.62 102.62
Net Trade receivables 7,059.71 1,519.56 1,131.94 28.21 9,739.42

Reconciliation of loss allowance

(`Lakh)
Particulars Amount
Loss allowance as at April 1, 2015 102.62
Changes in loss allowance 33.59
Loss allowance as at March 31, 2016 136.21
Changes in loss allowance 91.56
Loss allowance as at March 31, 2017 227.77
Other financial assets (ii) Liquidity Risk

The Company maintains exposure in security Liquidity risk is the risk that the Company will find it
deposits, cash and cash equivalents and term difficult in meeting its obligations associated with
deposits with banks. its financial liabilities in time.
In case of security deposits, majority of which Prudent liquidity risk management implies
are given to Municipal authorities (which are maintaining sufficient cash and marketable
government controlled entities) towards pipeline securities and the availability of funding through
laying activity, the credit risk is low. an adequate amount of committed credit facilities
to meet obligations when due and to close out
In case of bank deposits, regular quotations for market positions. Due to the dynamic nature of the
interest rate are invited and based on best offered underlying business, Company’s treasury maintains
rate the bank deposits are placed with banks having flexibility in funding by maintaining availability
reasonably high net worth. Exposures of deposit under cash and cash equivalents, bank deposits
placed are restricted to limits per bank as per policy and mutual funds.
and limits are actively monitored by the Company.
We understand that the credit risk is very low for Management monitors rolling forecasts of the
such deposits. Company’s liquidity position and cash and cash
equivalents on the basis of expected cash flows.
The Company’s maximum exposure to credit risk as
at March 31, 2017, March 31, 2016, April 1, 2015 is The tables below analyses the Company’s financial
the carrying value of each class of financial assets as liabilities into relevant maturity groupings based
disclosed in note 6,7,11,12 and 13. on their contractual maturities.
As at March 31, 2017

`Lakh
Particulars Upto 1 year More than 1 year Total
Borrowings - 270.03 270.03
Trade Payables 14,895.99 - 14,895.99
Security Deposits 38,781.58 - 38,781.58
Capital Creditors 2,464.87 - 2,464.87
Others 1,341.92 19.59 1,361.51
FINANCIALS
Total 57,484.36 289.62 57,773.98

As at March 31, 2016

`Lakh
Borrowings - 437.62 437.62
Trade Payables 11,161.66 - 11,161.66
Others 60.72 46.27 106.99
Total 45,782.55 483.89 46,266.44
As at April 1, 2015
`Lakh
Borrowings - 675.90 675.90
Trade Payables 10,634.16 - 10,634.16
Others 92.26 101.58 193.84
Total 39,650.90 777.48 40,428.38
(iii) Market Risk

Foreign Exchange Risk
Company is exposed to foreign exchange risk arising from direct transactions in foreign currency and also indirectly
through transactions denominated in foreign currency though settled in functional currency (INR), primarily with
respect to the US Dollar (USD). Foreign exchange risk arises from future commercial transactions and recognised assets
and liabilities denominated in a currency that is not the company’s functional currency (INR).

The risk is measured through a forecast of highly probable foreign currency cash flows. As per the risk management
policy, the foreign currency exposure is unhedged however managed partially through natural hedge under gas sales
contracts and balance through adjustment in sales prices.
The table below shows the unhedged currency exposure of financial liabilities:

Particulars Currency
Forex ` Lakh Forex ` Lakh Forex ` Lakh
Capital Imports USD 63,151.58 40.95 1,44,311.81 95.73 1,04,152.95 65.19
Secondment Expenses GBP 5,34,703.00 432.47 5,34,703.00 508.44 5,34,703.00 494.38
Import of Goods & Services USD 32,401.75 21.01 30,791.00 20.42 92,542.68 57.92
The sensitivity of profit or loss and equity to changes in the exchange rates that arise from foreign currency denominated
financial instruments mentioned above is as below:
`Lakh
As at As at As at
Particulars
USD Sensitivity :
Increase by 5% 3.10 5.81 6.16
Decrease by 5% 3.10 5.81 6.16
GBP Sensitivity :
Increase by 5% 21.62 25.42 24.72
Decrease by 5% 21.62 25.42 24.72

Interest Rate Risk:

There are no interest bearing borrowings and hence company is not exposed to interest rate risk presently.
The Company’s investments in fixed deposits with banks and liquid debt mutual funds are for short durations, and
therefore do not expose the Company to significant interest rates risk.
32.5 Operating Leases

a. Rental Expenses relating to Operating Leases (refer note 30)
` Lakh
For the For the
March 31, 2017 March 31, 2016
Minimum Lease Payments 584.06 467.80
Others 1,646.62 1,662.34
Total Rent Expense 2,230.68 2,130.14
b. The future minimum lease payments of non-cancellable operating leases are as under:
` Lakh
As at As at As at
Particulars
Not later than one year 467.79 480.61 348.24
Later than one year but not later than five years 151.06 357.19 -
Later than five years - - -
Total 618.85 837.80 348.24
Operating leases relate to land with lease term of 17 to 116 years. The Company does not have an option to purchase
at the end of the lease term.
32.6 Income Tax

a. Components and movements of Deferred Tax Liability (Net):
` Lakh
As at Recognised Recognised As at Recognised to Recognised As at
April 1, to Statement in Statement March 31, Statement of in Statement March 31,
2015 of Profit of Other 2016 Profit and Loss of Other 2017
Particulars and Loss Comprehensive Comprehensive
Income Income
(a) (b) (c ) (d=a+b+c) (e) (f) (g=d+e+f)
i. Items of Deferred Tax Liabilities :
Property, Plant and Equipment and (10,932.65) (1,562.00) - (12,494.65) (1,777.95) - (14,272.60)
Intangible Assets
Financial Assets Fair Value through (12.72) (167.34) - (180.06) (204.69) - (384.75)
profit or loss
Total Deferred Tax Liability (i) (10,945.37) (1,729.34) - (12,674.71) (1,982.64) - (14,657.35)
ii. Items of Deferred Tax Assets :
Allowance for doubtful trade 119.32 (7.26) - 112.06 (14.02) - 98.04
FINANCIALS
receivables and deposits

Disallowances under Section 43B of 540.51 136.62 (109.07) 568.06 171.07 7.95 747.08
the Income Tax Act, 1961
Others 0.09 (0.06) - 0.03 49.49 - 49.52
Total Deferred Tax Assets (ii) 659.92 129.30 (109.07) 680.15 206.54 7.95 894.64
Net Deferred Tax Liability (i+ii) (10,285.45) (1,600.04) (109.07) (11,994.56) (1,776.10) 7.95 (13,762.71)

b. Components of Income Tax Expense

` Lakh
For the For the
March 31, 2017 March 31, 2016
Income Tax Expense
i. Current Tax
Current Tax on Profits for the year 18,947.16 14,474.38
Adjustment for current tax of prior periods - -
Total Current Tax (i) 18,947.16 14,474.38
ii. Deferred Tax
Decrease / (Increase)in Deferred Tax Assets (206.54) (129.30)
Increase / (Decrease)in Deferred Tax Liability 1,982.64 1,729.34
Total Deferred Tax (ii) 1,776.10 1,600.04
Total Income Tax Expense (i+ii) 20,723.26 16,074.42
c. Reconciliation of Income Tax Expense with Accounting Profit :

` Lakh
For the For the
March 31, 2017 March 31, 2016
i. Profit Before Tax 60,066.01 47,163.09
ii. Tax at Indian Tax Rate of 34.608% 20,787.64 16,322.20
iii. Tax effect of Permanent Differences :
a. Dividend income exempt u/s 10 (34) (467.84) (519.80)
b. CSR disallowed 162.17 159.28
c. Others 241.29 112.74
Total Tax effect of Permanent Differences (a+b+c) (64.38) (247.78)
iv. Income Tax Expense as per Statement of Profit and Loss (ii+iii) 20,723.26 16,074.42
32.7 Earnings per Share (EPS)

` Lakh
For the For the
March 31, 2017 March 31, 2016
a) Net profit after tax attributable to equity shareholders (` Lakh) 39,342.75 31,088.67
b) Weighted Average Number of Equity Shares 9,87,77,778 9,87,77,778
c) EPS (`) [Basic and Diluted (a/b)](Face value per share ` 10) 39.83 31.47
32.8 Capital and other commitments

a. Estimated amount of contracts to be executed on capital account and not provided for (net of advances) ` 14,623.82
Lakh (31.03.2016 - `21,115.11 Lakh; 31.03.2015 - `17,690.67 Lakh).
b. 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.

32.9 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 `31,637.46 Lakh (31.03.2016 - `28,195.44 Lakh; 31.03.2015 - `25,322.40 Lakh), includes:

i) Claims disputed by the Company relating to issues of applicability aggregating to `18,951.50 Lakh (31.03.2016 -
` 17,027.68 Lakh; 31.03.2015 - `15,418.74 Lakh) as detailed below:
`Lakh
As at As at As at
Particulars
a) Excise Duty# 17,788.41 16,006.85 14,178.39
b) Service Tax 571.93 516.97 832.03
c) Sales Tax / Input VAT credits 489.07 448.95 333.45
d) Income Tax 102.09 54.91 74.87
Total 18,951.50 17,027.68 15,418.74
# includes `12,497.23 lakh, where CESTAT order is in favor of the company for which department may go into appeal, hence
treated as contingent liability.
Future cash outflows in respect of above matters are on November 5, 2015 with the High Court of Delhi.
determinable only on receipt of judgments / decisions High Court of Delhi vide order dated November 30,
pending at various forums / authorities. 2015 has advised the company to prefer an appeal
before Appellate Tribunal for Electricity (APTEL)
ii) Central/State/Local Authority property taxes, lease – Appellate Authority of PNGRB. Accordingly, the
rents, pipeline related re-instatement charges etc. company has filed an appeal before APTEL on
claims disputed by the Company relating to issues January 21, 2016 and the case is being heard at
of applicability and determination aggregating APTEL. Based on the legal opinion, the Company
to `285.66 Lakh (31.03.2016 - `191.05 Lakh; contends that the same is not payable and the
31.03.2015 - `142.59 Lakh). Company does not expect outflow of resources.
iii)
Third party/other claims arising from disputes relating v) Claims raised by GAIL (India) Limited in respect
to contracts aggregating to `107.59 Lakh (31.03.2016 of differential price for supplies over and above
- `157.17 Lakh; 31.03.2015 - `421.40 Lakh). allocation `6.84 Lakh (31.03.2016 - ` 50.38 Lakh;
31.03.2015 - ` Nil).
iv) Demand from GAIL (India) Limited in respect of
additional transportation tariff for the period from vi) Claims from consumers not acknowledged as debts
November 2008 to March 2017 `12,252.59 Lakh `33.28 Lakh (31.03.2016 - `33.56 Lakh; 31.03.2015
(from November 2008 to March 2016 `10,735.60 - `62.22 Lakh).
Lakh; from November 2008 to March 2015
`9,277.45 Lakh). In respect to this, the company vii) Liability on account of revision of trade margin as
had filed a petition with PNGRB. PNGRB has set per contracts with Oil Marketing Companies with
aside the petition vide web hosted order dated effect from January 1, 2015 is yet to be determined
October 15, 2015. The company then filed petition in view of undergoing negotiations.
FINANCIALS

32.10 Disclosure required under Micro, Small and Medium Enterprises Development Act, 2006 (the Act) are as follows :
`Lakh
Sr. Particulars As at As at As at
No. March 31, 2017 March 31, 2016 March 31, 2015
(i) Principal amount remaining unpaid to any supplier as at the
end of the accounting year
a) Trade Payables 297.16 178.49 266.12
b) Capital Creditors 168.66 413.46 180.60
(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 and 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.
32.11 Payments to Auditor (included in Miscellaneous Expenses under note 30).

` Lakh
For the For the
March 31, 2017 March 31, 2016
a. For Audit (Net of service tax input credit, where applicable) 47.71 33.06
b. For Taxation Matters - -
c. For Company Law matters 0.67 2.04
d. For Other Services - -
[The above expenses excludes Professional fees in respect of Initial Public Offer (IPO)
`42 Lakh (Previous period `66 Lakh) excluding taxes, to be borne by promoters]
e. Reimbursement of expenses 1.03 -
[The above expenses excludes reimbursement of expenses in respect of Initial
Public Offer (IPO) `Nil (Previous period `0.50 Lakh) excluding taxes, to be borne by
promoters]

32.12 CSR Expenditure:

(a) Gross amount required to be spent by company for the year is `909.11 Lakh (previous year `888.98 Lakh)
(b) Amount spent during the period:
i. Construction/acquisition of asset ` Nil (previous year ` Nil)
ii. On purposes other than (i) above `468.60 Lakh (previous year `460.24 Lakh) (Refer Note 30)
32.13 Details of Specified Bank Notes(SBN) held and transacted during the period 08.11.2016 to 30.12.2016 :
Other Denomination
Particulars SBNs (`) Total (`)
Notes (`)
Closing cash in hand as on 08.11.2016 90,000 30,361 1,20,361
Add : Permitted receipts 30,75,49,500 32,69,79,980 63,45,29,480
Less : Permitted payments - 1,83,520 1,83,520
Less : Amount Deposited in Banks 31,04,04,500 32,67,46,282 63,71,50,782
Closing cash in hand as on 30.12.2016 - 80,539 80,539
Amount deposited of `63,71,50,782 includes 32.15 The company has completed an Initial Public Offer
`63,70,60,782 directly deposited by authorized (‘IPO’) in June, 2016 through offer for sale by the Selling
collection entities under contract with MGL, in shareholders, (‘the offer’). The equity shares of the
Company’s bank account as follows: company got listed on Stock Exchanges (NSE and BSE)
on July 1, 2016.
(a) Permitted receipts being Sales Collection on account
of sale of natural gas `63,42,95,782 (Includes SBN 32.16 The Board of Directors, at its meeting held on May
`30,75,49,500 and Other Denomination Notes 26, 2017, has proposed a final dividend of `11/- per
`32,67,46,282) and equity share of face value `10/- each for the financial
(b) Other than Permitted receipts SBN `27,65,000, year ended March 31, 2017. This is in addition to the
which does not belong to the Company. interim dividend of `8/- per equity share paid during
the year. With this, the total dividend for the year is
32.14 On January 5, 2016, existing shareholders were offered `19/- per equity share (normal dividend of `12.50 and
94,92,545 Unsecured Compulsorily Convertible special dividend of `6.50) of face value `10/- each. The
Debentures (UCCDs) (Face Value `10/- each), on a rights proposal is subject to the approval of shareholders at
basis in the proportion of 17 (seventeen) Unsecured the Annual General Meeting to be held and if approved
CCDs for every 160 (one hundred and sixty) equity would result in a cash outflow of approximately
shares of face value of `10 each. 94,36,178 Unsecured `12,848.20 Lakh, including corporate dividend tax.
CCDs were allotted to Government of Maharashtra
against their application and the balance 56,367
Unsecured CCDs were cancelled. These Unsecured
CCDs allotted to Government of Maharashtra were
converted at par into equity shares of same number on
June 7, 2016.
For and on behalf of the Board of Directors

FINANCIALS
Rajeev Mathur Susmita Sengupta

Managing Director Technical Director
DIN: 03308185 DIN: 06825311


Long term service Award offered to employees.
Launch of CNG Two wheeler scooter.

Interaction with Stakeholders by senior management.
FINANCIALS
Felicitation of Ex Chairman Dr. Ashutosh Karnatak at the Board Meeting.

Welcome of Chairman Mr Akhil Mehrotra by the MD at Board meeting.
Welcome of Mr V.N. Dutt, GAIL nominee Director by the MD at Board meeting.

Independence Day celebration at Mhape Office, Navi Mumbai.
Yoga Day celebration by Senior officers.

Notes

ANNUAL REPORT 2016 -17

Registered Office
MGL House, Block G-33,
BSE - 539957 Bandra-Kurla Complex,
NSE - MGL Bandra (East), Mumbai - 400 051
CIN - L40200MH1995PLC088133 Tel: +91 22 6678 5000
Fax: + 91 22 2652 8925
Follow us at / mglltd / mahanagargas Email: [email protected]
www.mahanagargas.com
© Mahanagar Gas Limited - 2016-17. All rights reserved.
This publication and its content is copyright of Mahanagar Gas Limited. Any redistribution or reproduction of part or all of the
contents in any form is prohibited without the prior written permission of Mahanagar Gas Limited

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MAHANAGAR GAS LIMITED

ANNUAL REPORT 2016 –17

As we enter an era of new-age energy, natural gas is gaining

At a Glance 2 Board of Directors 22

2 | MAHANAGAR GAS LIMITED

MAHANAGAR GAS LIMITED

EBIDTA (` Crore) Net Wotrh (` Crore)

Shareholding Pattern as on 31st March, 2017

Promoter and Promoter Group

4 | MAHANAGAR GAS LIMITED

CNG Customers (Million) PNG Customers (Million)

CNG Volume (MMSCMD) PNG Volume (MMSCMD)

6 | MAHANAGAR GAS LIMITED

MGL is the sole

We had a strong year in FY 2017, marked by a dividend

Building on the strong foundation, we are confident to

We have successfully commenced work on building

8 | MAHANAGAR GAS LIMITED

With priority allocation of Natural Gas through administered Yours’ Sincerely,

Employees play a big part in success of any Company. I

It was an honor to take charge as the Chairman of Mahanagar

How would you review the

Furthermore, the daily average sales volume grew by 5.7%

I am pleased to inform you that the Board recommended an

What reasons would you ascribe

The long-term Firstly, our focus on operational efficiency helped alleviate

10 | MAHANAGAR GAS LIMITED

12 | MAHANAGAR GAS LIMITED

the benefits of the

14 | MAHANAGAR GAS LIMITED

To Deliver Strong Financial Performance

City Gate Station, Mahape.

16 | MAHANAGAR GAS LIMITED

Launching of MGL Life Saving Rules.

18 | MAHANAGAR GAS LIMITED

GHODBUNDER Saravali Pada

KANJURMARG SHIL PHATA

CGS NH-4 Dharne Wadi Vill.

SANTACRUZ MIDC Rd.

MALABAR HILL Somathane RS SHEDUNG

Geographical Area (GA01)

Geographical Area (GA02)

20 | MAHANAGAR GAS LIMITED

HWP SV KOPAR PEN

Raigad Dist. Kolad (DODO)

DIGHI Kuda Mangaon

Geographical Area (GA03)

Mr. Akhil Mehrotra

Mr. Virendra Nath Datt

Mr. Sunil Porwal

Mr. Rajeev Mathur

zz Over 34 years of experience

Ms. Susmita Sengupta

zz On the Board since February 2014

22 | MAHANAGAR GAS LIMITED

zz On the Board since January 2008

Mr. Arun Balakrishnan

Mrs. Radhika Haribhakti

Mr. Santosh Kumar

Mr. Raj Kishore Tewari