To,
The Members
Your Directors have pleasure in presenting the Thirtieth Annual Report
along with the Audited Standalone and Consolidated Financial Statements of the Company for
the financial year ended March31, 2025.
FINANCIAL PERFORMANCE
The Company's financial performance (standalone and consolidated)
for the year ended March31, 2025 is summarised below:
Sr. Particulars |
Standalone |
No. |
As on March31, 2025 |
As on March31, 2024 |
a. Revenue from Operations |
7,590 |
6,862 |
b. Other Income |
184 |
175 |
c. Profit before Depreciation and Finance cost |
1,694 |
2,019 |
d. Depreciation and Amortization Expenses |
306 |
274 |
e. Finance cost |
14 |
12 |
f. Profit before Tax [c-d-e] |
1,374 |
1,733 |
g. Income Tax |
329 |
444 |
h. Profit after Tax [f-g] |
1,045 |
1,289 |
i. Other Comprehensive Income |
(2) |
(4) |
j. Total Comprehensive Income [h+i] |
1,043 |
1,285 |
k. Balance of Profit for earlier years |
5,044 |
4,036 |
l. Balance Available for appropriation (j+k) |
6,087 |
5,321 |
Appropriations: |
|
|
m. Dividend Paid |
|
|
Final - FY 2022-23 |
- |
158 |
Interim - FY 2023-24 |
- |
119 |
Final - FY 2023-24 |
178 |
- |
Interim - FY 2024-25 |
119 |
- |
n. Total Appropriations |
296 |
277 |
o. Balance of profit carried in Balance Sheet [l-n] |
5,791 |
5,044 |
Earnings Per Share (Face value of RS. 10.00 each) - Basic and
Diluted (H) |
105.78 |
130.50 |
The key highlights of the Consolidated Financial Results are as
follows:
Sr. Particulars No. |
Consolidated |
|
As on March31, 2025 |
As on March31, 2024 |
a. Revenue from Operations |
7,979 |
6,914 |
b. Other Income |
167 |
175 |
c. Profit Before Tax |
1,370 |
1,728 |
d. Profit After Tax |
1,040 |
1,285 |
e. Total Comprehensive Income |
1,038 |
1,281 |
STATE OF AFFAIRS OF THE COMPANY
Over the past three decades, your Company has made remarkable progress
in establishing city gas infrastructure across India's most densely populated
metropolitan area. Developing such infrastructure and ensuring efficient gas distribution
in the nation's commercial capital necessitate robust safety protocols, flawless
project execution capabilities and dependable operations. The Company has built strong
core competencies that not only support the city's ongoing energy needs but also position
it to meet the growing demands of a rapidly expanding urban landscape. With a vision to
evolve into a diversified energy enterprise, the Company has undertaken strategic
initiatives to both strengthen its core business and foray into emerging sectors. These
initiatives aim to unlock new revenue streams and long-term growth. To realize this
vision, the Company has focused on targeted acquisitions, infrastructure development,
clean energy solutions and technological advancements.
Your Company has undertaken significant steps towards business
diversification by strategically investing in emerging energy sectors. The acquisition of
Unison Enviro Private Limited and entry into the LNG retail segment through its joint
venture Company i.e. Mahanagar LNG Private Limited (MLPL'), underscore
its commitment to strengthening its presence across the natural gas value chain and
capitalizing on growth opportunities. As a part of this initiative, MLPL commissioned its
first LNG dispensing station in Aurangabad during the year, with plans to expand across
key strategic locations in Maharashtra and other regions. This development is well aligned
with the Government's policy direction to transition heavy-duty commercial vehicles
from diesel to LNG, thereby supporting India's broader net-zero emission goals.
Last year, your Company made a strategic entry into India's
rapidly growing electric mobility sector through an investment in 3EV Industries Private
Limited, a manufacturer of electric three-wheelers catering to both cargo and passenger
segments. Recognizing the increasing demand for lithium-ion (Li-ion) cells in the mobility
sector, the absence of large-scale domestic manufacturing and the need to support
India's transition to electric vehicles, your Company further strengthened its
position by committing to invest in Li-ion cell production through a Joint Venture with
International Battery Company, Inc. A 1 GWh cell manufacturing facility is planned to be
established in Bengaluru in two phases. The plant will be technology-agnostic and will
initially produce prismatic NMC cells, primarily for the twowheeler market. In subsequent
phases, the facility will scale up to 5 GWh capacity, incorporating LFP and other
chemistries to meet evolving market demands.
Your Company is also advancing in setting up Compressed Biogas (CBG')
plant and securing CBG sourcing from other producers,
aligning with the CBG blending mandate. This initiative will enhance
domestic biofuel production, promote sustainability and reduce imports.
In line with its sustainability goals, your Company is actively working
towards meeting its captive energy requirements through renewable sources. To this end, it
is in the process of identifying a suitable partner for the development of a solar power
plant. Beyond fulfilling its internal energy needs, the Company is also exploring broader
business opportunities in the rapidly evolving renewable energy sector. These initiatives
are aimed at strengthening its long-term competitiveness, particularly in the emerging
green hydrogen space over the next 5 to 10 years. As part of this strategy, the Company
plans to establish a pilot green hydrogen project to build operational experience and
develop practical use cases. This initiative will support future applications such as
hydrogen blending into the pipeline network and direct dispensing into hydrogen-powered
vehicles.
While actively expanding into new and emerging energy domains, MGL
remains firmly committed to its core business of city gas distribution. The Company is
pursuing strategic acquisitions and partnerships to broaden its geographical presence and
leverage the growing demand for CNG. Looking ahead, MGL's focused investments in LNG,
green hydrogen, electric mobility and renewable energy are set to enhance its role in
driving India's energy transition. These initiatives will not only support longterm
growth but also reinforce the Company's commitment to sustainability and innovation.
DIVIDEND
Your Company takes pride in delivering consistent value to our
shareholders through regular dividend distributions. The Board of Directors, at its
meeting held on January 28, 2025, declared an Interim Dividend of RS. 12/- per equity
share of face value of RS. 10/- each for the financial year 2024-25, which was paid to the
members whose names appeared in the Register of Members/ List of Beneficial Owners as on
the record date i.e. February 3, 2025.
Further, your Directors have recommended the Final Dividend of RS. 18/-
per share in its Board Meeting held on May 06, 2025, subject to approval of shareholders
at the 30th Annual General Meeting.
The Company's Dividend Distribution Policy is available on its
website and can be accessed at https://www.mahanaqarqas.
com:3000/_DividendDistributionPolicy_f4049de0be.pdf
TRANSFER TO RESERVES
During the year under review, no amount was transferred to any of the
reserves by the Company. The closing balance of the Retained Earnings of the Company after
appropriation for the financial year 2024-25 was RS. 5,791 Crore.
MERGER OF WHOLLY OWNED SUBSIDIARY WITH THE COMPANY
The Board of Directors of your Company at its meeting held on October
24, 2024, had approved the composite Scheme of Amalgamation of Company's wholly owned
subsidiary i.e. Unison Enviro Private Limited (Transferor Company') with
the Company (Transferee Company') subject to various necessary
approvals. The appointed date of the amalgamation as per scheme was February 1, 2024. The
Company had filed Application/ First Motion Petition before The Hon'ble National
Company Law Tribunal, Mumbai Bench (NCLT'), during the year and the same
was admitted by NCLT on December 6, 2024. Subsequently, the Company has filed the Second
Motion Petition before the NCLT on March27, 2025. Currently the Company is awaiting the
final hearing before the NCLT for approval of the proposed Merger.
The Transferor Company, being a wholly owned subsidiary, was acquired
to expand geographic presence and strengthen the business. The proposed merger will
streamline operations, reduce costs and enhance capital utilization, improving market
reach and competitiveness, while maximizing shareholder value and reducing regulatory
burdens. Since the Transferor Company is a wholly owned subsidiary, no new equity shares
will be issued and the entire share capital of the Transferor Company shall be cancelled
and extinguished. The Scheme is available on the website of the Company at
https://www.mahanaqarqas. com:3000/Scheme%20of%20Merger_MGL%20and%20 UEPL.PDF
SUBSIDIARY AND ASSOCIATE COMPANIES
As on March31 2025, your Company had two subsidiaries i.e. Unison
Enviro Private Limited and Mahanagar LNG Private Limited and two Associates i.e.
International Battery Company India Private Limited and 3EV Industries Private Limited.
The Company has strengthened its strategic portfolio by investing in
3EV Industries Private Limited, thereby attaining its shareholding to 24.54% and resulting
its classification as an Associate Company. Additionally, the Company acquired a 44%
equity stake in International Battery Company India Private Limited, which also become an
Associate Company.
Pursuant to the provisions of Section 129 of the Companies Act, 2013
(the Act') read with rules framed thereunder, Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing
Regulations') and applicable Indian Accounting Standards, the Consolidated
Audited Financial Statements forms part of this Annual Report. A separate statement
containing the salient features of the financial statements of
subsidiary and associate companies in Form AOC-1 has been attached as Annexure
1 to this Report.
In accordance with Section 136 of the Act, the financial statements of
the subsidiary and associate companies shall be kept available for inspection by any
shareholder during working hours at the registered office of the Company as well as at the
respective registered offices of the subsidiary and associate companies. Further, the
Audited Standalone and Consolidated Financial Statements of your Company alongwith other
related information and audited financial statements of each of its subsidiary companies
are made available on website of the Company at
https://www.mahanaqarqas.com/MGL-corporate/investors
Your Company has formulated a policy for determining Material
Subsidiaries. The policy is available on your Company's website at
https://www.mahanaqarqas.com:3000/Policy%20on%20
determininq%20Material%20Subsidiary_MGL_06.05.2025.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sections 134(3)(c) and 134(5) of the Act, your Directors
hereby confirm that for the financial year ended March31, 2025:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of your Company as at the end of the
financial year and of the profits of your Company for that period;
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of your Company and for preventing and detecting fraud and other
irregularities;
d) They have prepared the annual accounts on a going
concern' basis;
e) They have laid down internal financial controls to be followed by
the Company which are adequate and are operating effectively;
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and are operating
effectively.
RISK MANAGEMENT
MGL acknowledges the critical importance of proactively identifying and
managing risks to ensure its long-term profitability and sustainability. The Risk
Management Committee is entrusted with overseeing the effectiveness of the Company's
risk management framework, processes and systems.
Ethical leadership and robust human capital form the foundation of
MGL's Risk Management philosophy, fostering entrepreneurial agility, a strong
corporate reputation and effective governance.
As part of Enterprise Risk Management policy, a comprehensive risk
assessment has been carried out to identify potential risks and evaluate their potential
impact on our business. The identified risks span across various categories, including but
not limited to Strategic risks, Operational risks, Financial risks and Compliance risks.
The Board Committee has acknowledged the increasing risks associated
with data protection and the growing threat landscape in cyber security, which are among
the foremost concerns for organizations today. MGL has initiated several measures to
strengthen its data protection and cyber security framework in alignment with the
provisions of the Digital Personal Data Protection Act, 2023.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
Your Company places a strong emphasis on maintaining effective Internal
Financial Controls over financial reporting to ensure the accuracy and integrity of its
financial statements. Your Company has designed and implemented a comprehensive Internal
Financial Controls system over financial reporting. This system ensures that all
transactions are authorized, recorded and reported accurately and in a timely manner. The
Internal Financial Controls system provides reasonable assurance over the integrity and
reliability of the Company's financial statements. This assurance is crucial for
stakeholders in evaluating the Company's financial performance and position.
A robust mechanism is in place for periodic review of Risk Assessment
and Control Matrix and testing of controls for both design and operating effectiveness.
This testing is conducted twice a year to ensure that controls are not only appropriately
designed but also functioning effectively in practice. The results of these tests are
reported to the Audit Committee. This ensures transparency and accountability in the
evaluation of the Company's internal controls and provides oversight by a key governance
body.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory, cost and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during the financial year 2024-25.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Your Company prioritizes the establishment of a robust vigil mechanism
to ensure adherence to the MGL's Code of Conduct and related policies. Your Company has a
Whistle Blower Policy for directors, employees and other stakeholders. This Policy allows
individuals to report unethical practices and irregularities without fear of reprisal. The
Whistle Blower Policy is periodically reviewed and revised, if necessary to align with
regulatory requirements and changing workplace needs. This ensures that the Policy remains
effective and relevant over time. No person is denied access to the Chairman of the Audit
Committee, ensuring that individuals have a direct channel to report concerns or
grievances.
The Vigil Mechanism fosters a culture of trust and transparency among
all stakeholders, encouraging open communication and accountability. The Whistle Blower
Policy provides adequate protection to those who report unethical practices and
irregularities. This protection is crucial in encouraging individuals to come forward with
concerns without fear of retaliation. All reported incidents are investigated and suitable
action is taken in line with the Whistle Blower Policy. This ensures that reported
concerns are addressed effectively and responsibly. The Whistle Blower Policy has been
appropriately communicated within the Company and is available on the Company's website at
https:// www.mahanagargas.com:3000/_whistle-blower-and-vigil- mechanism_80f19ef31b.pdf.
This ensures that all stakeholders are aware of the Policy and know how to access it for
reference or reporting purposes.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted the Corporate Social Responsibility (CSR')
Committee in accordance with Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014. Pursuant to the provisions of Section 135 of
the Act, the Company has also formulated a CSR Policy which is also available on the
website of the Company at https://www.
mahanaqarqas.com:3000/_MGL-CSR_Policy_952a5a4889.pdf
The Annual Report on CSR activities as required under Companies
(Corporate Social Responsibility Policy) Rules, 2014 is enclosed herewith as Annexure 2
to this report.
DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In the commitment to fostering a workplace environment rooted in
respect, inclusivity and safety, your Company places utmost priority on eliminating all
forms of harassment, including sexual harassment. Your Company is of the firm belief that
every employee has the right to work in an environment free from any form of intimidation,
coercion, or discrimination. As such, your Company has in place a Policy on Prevention of
Sexual Harassment of Women at Workplace which is in line with requirements of the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH Act').
Robust mechanisms have been implemented to prevent and address instances of sexual
harassment. These Policies are regularly communicated to all employees and are rigorously
enforced. Additionally, your Company conducts comprehensive training and awareness
programs to ensure that all staff members are well-informed of their rights and
responsibilities and the procedures for reporting any such incidents.
Your Company has duly constituted an Internal Complaints Committee in
accordance with the provisions of the POSH Act. Your Company is committed to maintaining
strict confidentiality in handling complaints and provides multiple channels for
reporting, thereby ensuring that every individual feels safe and empowered to raise
concerns without fear of retaliation. By upholding these standards, your Company remains
dedicated in cultivating a workplace culture where every individual is valued, respected
and supported.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Appointment, Re-Appointment and Cessation of Directors:
The details of appointment, re-appointment and cessation of Directors
of the Company, during the year under review, are given in the table as hereunder:
Name of the Director |
Date of Appointment / Reappointment / Cessation |
Details of Appointment / Re-appointment / Cessation |
Dr. P. Anbalagan (DIN: 05117747) |
January 28, 2025 |
Appointed as Non-Executive, Non-Independent Nominee Director
of the Company |
Dr. Harshadeep Kamble (DIN: 07183938) |
January 06, 2025 |
Ceased to be Director of the Company due to change in his
assignment by the Government of Maharashtra |
Mr. Syed S. Hussain (DIN: 00209117) |
NA |
Continuation as an Independent Director of the Company upon
attaining the age of seventy-five years, till September 08, 2025 |
Mrs. Malvika Sinha (DIN: 08373142) |
August 24, 2024 |
Re-appointed as an Independent Director of the Company for
the second term of three consecutive years. |
Mr. Harish Kumar Agarwal (DIN: 00074950) |
August 24, 2024 |
Appointed as an Independent Director of the Company for a
period of three consecutive years. |
Mr. Mahesh Kumar Gupta (DIN: 08021365) |
August 24, 2024 |
Appointed as an Independent Director of the Company for a
period of three consecutive years. |
Mr. Venkatraman Srinivasan (DIN: 00246012) |
August 23, 2024 |
Ceased to be Independent Director of the Company upon
completion of the term. |
Mr. Rajeev Bhaskar Sahi (DIN: 06662067) |
August 23, 2024 |
Ceased to be Independent Director of the Company upon
completion of the term. |
The Board places on record its appreciation for the valuable services
rendered by Dr. Harshadeep Kamble, Mr. Venkatraman Srinivasan and Mr. Rajeev Bhaskar Sahi
during their tenure as Directors of the Company. The Company has immensely benefitted from
their contribution, guidance and leadership.
The Company has received declarations from all its Independent
Directors confirming that they meet the criteria of independence as prescribed under
provisions of Section 149 of the Act and Regulation 16(1)(b) of Listing Regulations.
The appointment / re-appointment of the Directors mentioned above was
recommended by the Nomination and Remuneration Committee of the Board and was approved by
the shareholders through Postal Ballot.
B. Key Managerial Personnel other than Directors:
During the year under review, there was no change in the Key Managerial
Personnel (KMP') of the Company.
Pursuant to Section 203 of the Act, Mr. Ashu Shinghal, Managing
Director, Mr. Sanjay Shende, Deputy Managing Director, Mr. Rajesh D. Patel, Chief
Financial Officer and Mr. Atul Prabhu, Company Secretary and Compliance Officer are the
KMP of the Company as on March31, 2025.
COMMITTEES OF BOARD
The details of various committees constituted by the Board, including
the committees mandated pursuant to the applicable provisions of the Act and Listing
Regulations, are given in the Corporate Governance Report, which forms part of this Annual
Report.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, the Board met eight times. The details of
board meetings and the attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Annual Report.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors of the Company met on March13, 2025, without
the presence of Non-Independent Directors and members of the management. At this meeting,
they reviewed the performance of the Board as a whole, Chairman of the Board and the
Non-Independent Directors, taking into account the views of the all other Directors. The
Independent Directors also assessed the quality, quantity and timeliness of information
flow between
the management and the Board, which is essential for the Board to
effectively discharge its duties and responsibilities.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES,
CHAIRMAN AND OF INDIVIDUAL DIRECTORS
The Board has adopted a formal mechanism for evaluating its own
performance, as well as that of its Committees and Individual Directors, including the
Chairman. The evaluation was conducted through a structured process, covering various
aspects of the Boards' functioning, such as composition of the Board and its
Committees, diversity of experience and competencies and overall effectiveness in
discharging responsibilities.
NOMINATION AND REMUNERATION POLICY
Pursuant to Section 178 of the Act and the Listing Regulations, the
Company has formulated a Policy on Nomination and Remuneration of Directors, KMP, Senior
Management and other employees of the Company. The Policy serves as a guiding framework
for, inter-alia, determining qualifications, positive attributes and independence of a
Directors, as well as matters relating to their remuneration, appointment, re-appointment
and removal and performance evaluation of the Directors, KMP, Senior Management and other
employees. The Policy is available on the website of the Company at
https://www.mahanaqarqas.com:3000/_MGL-Nomination_and_ Remuneration_Policy_329e2e5b7e.pdf
STATUTORY AUDITORS
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Reg.
No. 117366W/W-00018) was appointed as the Statutory Auditors of the Company to hold office
for a period of 5 years from the conclusion of the 27th Annual General Meeting
held on August 24, 2022 till the conclusion of the 32nd Annual General Meeting
of the Company.
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Reg.
No. 117366W/W-00018) conducted the Statutory Audit of your Company for the financial year
2024-25. The Auditors' Reports on the Standalone and Consolidated Financial
Statements for the said financial year contains an unmodified opinion and form part of the
Financial Statements included in this Annual Report. The Statutory Auditors have not made
any qualification, reservation, adverse remark or disclaimer in their Report for the year
under review. The Notes to the financial statements, as referred to in the Auditors'
Reports, are self-explanatory and do not call for any further comments.
SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed M/s. Mayekar & Associates, Company Secretaries to conduct
the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit
Report for the financial year under review, issued by M/s. Mayekar & Associates in
Form MR-3 is enclosed herewith as Annexure 3 to this report.
The Secretarial Audit Report is self-explanatory in nature and does not
contain any qualification, reservation, adverse remark or disclaimer.
COST AUDITORS
Pursuant to the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost
records and conduct a Cost Audit. Accordingly, the Board of Directors, on the
recommendation of the Audit Committee, had appointed M/s. ABK & Associates, Cost
Accountants, as the Cost Auditors of the Company for the financial year 2024-25 to audit
the cost records.
ANNUAL SECRETARIAL COMPLIANCE REPORT
In accordance with Regulation 24A of the Listing Regulations, the
Company has undertaken an audit for the financial year 202425 to verify compliance with
all applicable SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual
Secretarial Compliance Report issued by M/s. Mayekar & Associates, Company Secretaries
has been duly submitted to the Stock Exchanges.
PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Act
form part of the Notes to the financial statements provided in this Integrated Annual
Report (Please refer Notes 5, 9 and 31.3 to the Standalone Financial Statements).
RELATED PARTY TRANSACTIONS
During the year under review, all Related Party Transactions were
entered at arm's length and in the ordinary course of business of the Company. The
Audit Committee accords prior approval for all the Related Party Transactions and prior
approval of shareholders is obtained for all Material Related Party Transactions to be
entered into by the Company, as required.
Details of Related Party Transactions entered into by the Company
during the year under review are disclosed in the Notes
to the Standalone Financial Statements. Further, all Material Related
Party Transactions as per Section 188(1) of the Act and as required under Section
134(3)(h) of the Act are provided in Form AOC-2 annexed to this report as Annexure 4.
Your Company has adopted a Board approved Related Party Transactions Policy and is
uploaded on the Company's website at the web link
https://www.mahanaqarqas.com:3000/_MGL_Policy_on_
Related_Party_Transactions_7e65246e63.pdf
DISCLOSURE REGARDING REMUNERATION TO DIRECTORS AND EMPLOYEES
The statement of Disclosure of Remuneration under Section 197 of the
Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (Rules'), is appended as Annexure 5 to the Report.
The information as per Rule 5 of the Rules, forms part of this Report. A statement
containing the names of top ten employees, in terms of their remuneration, in terms of
Rule 5(2) of said Rules forms an integral part of this report. The said statement is not
being sent along with this annual report to the members of the Company.
In terms of Section 136 of the Act, members who are interested in
obtaining these particulars may write to the Company Secretary at the registered office of
the Company and the same will be furnished on request.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company consistently undertakes conscious efforts to conserve
energy across all its operations, reinforcing its commitment to sustainability and
environmental responsibility. A report containing details with respect to conservation of
energy, technology absorption and foreign exchange earnings and outgo, required to be
disclosed in terms of Section 134(3) (m) of the Act read with the Companies (Accounts)
Rules, 2014, is enclosed as Annexure 6 to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the Listing Regulations,
the Management's Discussion and Analysis Report is set out in this Integrated Annual
Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In accordance with Regulation 34 of the Listing Regulations, the
Business Responsibility & Sustainability Report (BRSR') describes
the performance of the Company on environmental,
social and governance aspects. BRSR for the financial year 2024-25 is
annexed to this Annual Report.
CORPORATE GOVERNANCE
The Company's Corporate Governance practices are a true reflection
of its core values, encompassing its culture, policies and stakeholder relationships.
Integrity and transparency form the cornerstone of our governance framework, fostering
continued trust and confidence among stakeholders. The Company remains committed to
maximizing shareholder value in a legal, ethical and sustainable manner. Our disclosures
adhere to the highest standards of corporate governance, with a steadfast focus on
enhancing long-term shareholder value while safeguarding the interests and rights of
minority shareholders in all business decisions.
The Corporate Governance Report for the financial year 202425 forms an
integral part of this Integrated Annual Report.
M/s. Akansha Rathi & Associates, Practicing Company Secretaries,
have issued a certificate dated June 3, 2025 confirming that the Company is compliant with
the conditions stipulated in the Chapter IV of the Listing Regulations.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE
The Board confirms that Independent Directors appointed during the year
possess integrity, expertise and experience.
COMPLIANCE MANAGEMENT
The Company has adopted a compliance management tool viz. Compliance
Insights, which provides system-driven alerts to the respective owners for complying with
the applicable laws and regulations. Certificates capturing the compliance status of all
laws and regulations applicable to the Company are generated at the end of each quarter
and submitted to the Board of Directors.
ANNUAL RETURN
Pursuant to the provisions of Sections 92(3) and 134(3) of the Act read
with rules framed thereunder, the copy of annual return is available on the website of the
Company i.e. https://www. mahanaqargas.com
SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards, with
respect to Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by the Institute of Company Secretaries
of India.
CODE OF CONDUCT
Pursuant to the requirements of Listing Regulations, the Company has
laid down a Code of Conduct for all Board Members, Senior Management Personnel and its
employees to ensure the avoidance of conflicts of interest. The Board Members and Senior
Management Personnel have affirmed compliance with the Code of Conduct applicable to them
during the year ended March31, 2025.
The Codes are available on the website of the Company. The Codes have
been circulated to the Directors and Senior Management Personnel and annual compliance
with the same is affirmed by them.
OTHER DISCLOSURES
During the year under review:
Your Company did not accept deposits as covered under Chapter V
of the Act.
There was no issuance of any shares with differential rights as
to dividend, voting or otherwise or issuance of Sweat Equity Shares to employees of your
Company under any scheme;
No fraud has been reported by the Auditors to the Audit
Committee or the Board under Section 143(12) of the Act.
As per records, no order or direction was passed by any court or
tribunal or regulatory authority either affecting Company's status as a going concern
or which significantly affected Company's business operations.
There were no material changes and commitments affecting the
financial position of the Company between the end of the financial year and date of this
report.
There has been no change in the share capital structure of the
Company.
There has been no change in the nature of the business of the
Company.
No proceedings are pending against the Company under the
Insolvency and Bankruptcy Code, 2016.
There was no instance of one time settlement with any Bank or
Financial Institution.
Your Company does not engage in commodity hedging activities.
ACKNOWLEDGEMENT
We take this opportunity to place on record our appreciation to the
Ministry of Petroleum & Natural Gas, Government of India, Petroleum & Natural Gas
Regulatory Board, Government of Maharashtra, Maharashtra State Road Development
Corporation Limited, Municipal Corporations of Greater Mumbai, Navi Mumbai, Thane,
Mira-Bhayander, Kalyan-Dombivali, Raigad, Panvel, other State and Central Government
Authorities, Mumbai Metropolitan Regional Development Authority, Maharashtra Industrial
Development Corporation, Police and Fire Brigade authorities, all our customers, members,
investors, vendors, suppliers, business
associates, bankers and financial institutions, media and stock
exchanges for their continuous co-operation and support.
We are grateful for guidance and support received from Statutory
Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors of the Company.
We acknowledge the patronage of the GAIL (India) Limited and the
Government of Maharashtra for their support and above all, we place on record our sincere
appreciation for the hard-work, solidarity and contribution of each and every employee of
the Company in driving the growth of the Company.