Notice MAHANAGAR GAS LIMITED MUMBAI Regd. Off.: MGL House, Block No: G-33, Bandra-Kurla Complex, Bandra (E), Mumbai -400051 CIN: L40200MH1995PLC088133| Tel No. +91 22 6678 5000 Website: www.mahanagargas.com | E-mail: [email protected] To, The Members NOTICE is hereby given that the Twenty-Fifth Annual General in force) the remuneration payable to M/s. Dhananjay V. Meeting (AGM) of the Members of Mahanagar Gas Limited will Joshi & Associates, Cost Accountants (Registration No. 30) be held on Thursday, September 24, 2020 at 11.00 a.m. (IST) re-appointed by the Board of Directors as cost auditors through Video Conferencing (“VC”) / Other Audio Visual Means to conduct the audit of cost records maintained by the (“OAVM”) to transact the following business: Company for the financial year ending March 31, 2021 being H3,45,000/- (Rupees Three Lakh Forty Five Thousand only) plus applicable taxes and reimbursement of Out of Pocket ORDINARY BUSINESS: expenses that may be incurred by them in connection with the aforesaid audit, be and is hereby ratified. 1. To consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2020, RESOLVED FURTHER THAT the Board of Directors of the together with the Reports of the Board of Directors and Company be and is hereby authorised to do all such acts Auditors thereon. and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 2. To confirm the payment of Interim Dividend of H9.50 per equity share, already paid and to declare the Final dividend 5. To approve Material Related Party Transactions. of H10.50 and Special Dividend of H15 per equity share for the financial year ended on March 31, 2020. To consider and if thought fit, to pass, the following Resolutions as an Ordinary Resolution: 3. To appoint a Director in place of Mr. Sanjib Datta (DIN: 07008785), who retires by rotation and being eligible, “RESOLVED THAT pursuant to the provisions of Section 188 offers himself for re-appointment. and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder, and in terms of Regulation 23 of the Securities and Exchange Board SPECIAL BUSINESS: of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and any other applicable statutory 4. Ratification of Cost Auditors’ remuneration. laws, and in continuation to earlier resolution passed by To consider and if thought fit, to pass, the following the Shareholders in 24th Annual General Meeting held on Resolutions as an Ordinary Resolution: September 09, 2019, consent of the Shareholders of the Company be and is hereby accorded for entering into “RESOLVED THAT pursuant to the provisions of the Section the Material Related Party Transactions as per the details 148 and other applicable provisions, if any, of the Companies provided in the table appended below: Act, 2013 read with rules thereunder (including any statutory modifications and re-enactments thereof for the time being Sr. Name of the Related Party Relationship Nature of Transaction Maximum value of No. transactions 01. GAIL (India) Limited Promoter Agreements entered / to be H2,500 Crores (for the 02. Petronet LNG Limited Promoter Group Entity entered for purchase and financial year ending on transportation of gas. March 31, 2022) 1 Mahanagar Gas Limited RESOLVED FURTHER THAT the Board of directors of the Act, applicable provisions of the SEBI (Listing Obligations & Company be and is hereby authorized to take such steps Disclosure Requirements) Regulations, 2015 and Articles of as may be necessary, in relation to the above and to do Association of the Company, Mrs. Radhika Vijay Haribhakti all acts, deeds, matters and things that may be necessary, (DIN: 02409519), who was re-appointed as an Independent proper, expedient or incidental thereto for the purpose of Director of the Company, by the Board of Directors with effect giving effects to this Resolution”. from March 05, 2020 and who has submitted a declaration that she meets the criteria prescribed for Independent 6. Appointment of Mr. Syed S. Hussain (DIN: 00209117) as an Director under Section 149 (6) of the Companies Act, 2013 Independent Director. and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and who To consider and if thought fit, to pass the following is eligible for re-appointment and in respect of whom the Resolution, as an Ordinary Resolution: Company has received a notice in writing from a member “RESOLVED THAT pursuant to the provisions of Sections proposing her candidature for the office of Director and 149, 152 and 161 (1) and other applicable provisions of the as recommended by the Nomination and Remuneration Companies Act, 2013 (“Act”), the Companies (Appointment Committee and Board of Directors in their meetings, be and and Qualification of Directors) Rules, 2014 (including any is hereby re-appointed as an Independent Director of the statutory modification(s) or re-enactment thereof for the time Company for a second term commencing from March 05, being in force), relevant applicable regulation(s) of the SEBI 2020 upto March 04, 2023, not liable to retire by rotation.” (Listing Obligations & Disclosure Requirements) Regulations, RESOLVED FURTHER THAT the Board of Directors of the 2015 and Articles of Association of the Company, Mr. Syed Company be and is hereby authorised to do all the acts and S. Hussain (DIN: 00209117), who was appointed as an take all such steps as may be necessary to give effect to the Additional Director (Independent Category) of the Company, above resolution. by the Board of Directors with effect from September 09, 2019 and who holds the said office in terms of Section 161 of the 8. To appoint Mr. Manoj Jain (DIN: 07556033) as Director. Companies Act, 2013 up to the date of this Annual General Meeting and who has submitted a declaration that he meets To consider and if thought fit, to pass the following the criteria prescribed for Independent Director under Resolution, as an Ordinary Resolution: Section 149 (6) of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure “RESOLVED THAT pursuant to the provisions of Section 160 Requirements) Regulations, 2015, and who is eligible for and any other applicable provisions of the Companies Act, appointment and in respect of whom the Company has 2013 and the rules made thereunder (including any statutory received a notice in writing from a member proposing his modification(s) or re-enactment thereof for the time being in candidature for the office of Director and as recommended force), Mr. Manoj Jain (DIN: 07556033), who was appointed by the Nomination and Remuneration Committee and Board as an Additional Director of the Company by the Board of of Directors in their meetings, be and is hereby appointed as Directors in terms of Section 161 of the Companies Act, 2013 an Independent Director of the Company for a period of 3 and Articles of Association of the Company and whose term (Three) consecutive years i.e. from September 09, 2019 upto of office expires at the ensuing Annual General Meeting and September 08, 2022, not liable to retire by rotation.” in respect of whom the Company has received a notice in writing from a member proposing his candidature for the RESOLVED FURTHER THAT the Board of Directors of the office of Director, as recommended by the Nomination and Company be and is hereby authorised to do all the acts and Remuneration Committee and Board of Directors, be and is take all such steps as may be necessary to give effect to the hereby appointed as Director of the Company, whose period above resolution. of office shall be liable to determination by retirement of directors by rotation.” 7. Re-Appointment of Mrs. Radhika Vijay Haribhakti (DIN: 02409519) as an Independent Director. To consider and if thought fit, to pass the following By Order of the Board Resolution, as a Special Resolution: For Mahanagar Gas Limited “RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Sd/- Act, 2013, the Companies (Appointment and Qualification Place: Mumbai Saghan Srivastava of Directors) Rules, 2014 read with Schedule IV to the said Date: August 07, 2020 Company Secretary & Compliance Officer 2 Annual Report 2019-20 Notice Notes: 6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management 1. In view of the massive outbreak of the COVID-19 pandemic, and Administration) Rules, 2014 and Regulation 44 of SEBI social distancing is a norm to be followed and pursuant (Listing Obligations & Disclosure Requirements) Regulations to the Circular No. 14/2020 dated April 08, 2020, Circular 2015, and the Circulars issued by the Ministry of Corporate No.17/2020 dated April 13, 2020 issued by the Ministry of Affairs dated April 08, 2020, April 13, 2020 and May 05, Corporate Affairs followed by Circular No. 20/2020 dated 2020 the Company is providing facility of remote e-voting May 05, 2020 (collectively referred to as ‘MCA Circulars’), to its Members in respect of the business to be transacted physical attendance of the Members to the AGM venue is at the AGM. For this purpose, the Company has entered into not required and Annual General Meeting (AGM) be held an agreement with National Securities Depository Limited through video conferencing (VC) or other audio visual (NSDL) for facilitating voting through electronic means, as the means (OAVM). Hence, Members can attend and participate authorized agency. The facility of casting votes by a member in the AGM through VC/OAVM only. In view of this, Route using remote e-voting system as well as voting during the Map showing the location of the Venue of the AGM is also AGM will be provided by NSDL.