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    Seventeenth Annual General Meeting

    of

    MAHANAGAR GAS LIMITED

    Statement of the Chairman

    Mr. B. C. TripathiChairman

    August 08, 2012

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    STATEMENT OF THE CHAIRMAN

    Dear Shareholders,

    At the outset, on behalf of the Board of Directors, I extend a warm welcome to you at the Seventeenth Annual

    General Meeting of your Company. The Annual Report containing the Directors Report and the audited

    accounts along with Auditors Report for the year ended March 31, 2012 have been with you for some time and

    with your permission, I take these as read.

    Financial and Physical Performance

    You will be happy to know that the year 2011-12 has been another successful year for the Company.

    Your Company registered an impressive increase of 23% in net turnover from ` 1051 Crores to ` 1297 Croresfor the year 2011-12. The Profit after Tax reached ` 308 Crores representing a growth of around 37% over the

    previous year.

    The financial health of your Company continues to be

    sound and robust. The return on average capital employed

    improved to a healthy 30% per annum and EPS went up

    from ` 25 per share to ` 34 per share. Your Company does

    not have any interest bearing loan as on March 31, 2012.

    Long term rating of the Company has been reaffirmed as

    AAA by ICRA.

    The Company continued its efforts to achieve a healthy

    growth in developing Piped Natural Gas (PNG) and

    Compressed Natural Gas (CNG) infrastructure. Theaverage gas sales volume of your Company during the

    financial year 2011-12 has increased to 1.95 MMSCMD and

    the highest daily throughput reached 2.33 MMSCMD.

    CNG business continued to grow during the year under

    review. MGL added 6 CNG stations to reach the present

    total of 151 CNG stations. More than 25,870 vehicles were converted on CNG during the year, taking the total

    number of converted CNG vehicles to over 2,39,900. The peak daily sale of CNG exceeded 11.85 lakh Kgs per

    day during the year.

    About 49,700 new homes were provided with the convenience of piped gas, taking total domestic connections

    to over 5.58 Lakhs. As regards pipeline infrastructure, your Company has cumulatively laid around 330 Kms

    of Steel pipeline and around 3290 Kms of Polyethylene pipeline.Business Initiatives

    Let me share some of the important highlights of the last financial year.

    Your Company commissioned the third City Gate Station (CGS) at Taloja, MIDC on June 23, 2012. The CGS atTaloja will cater to gas demand in the areas of Taloja MIDC, Kalamboli, Panvel , Kamothe, etc.

    Your Company has constructed a new office building at Mahape which will be helpful for better coordination

    and project execution while expanding infrastructure in Geographical Area 2.

    Your Company has made good progress by making Geographical Information System available for field

    applications through mobile and handheld devices. As a part of this initiative, successful trials have been

    completed for data acquisition from the field direct into the MGL ERP system.

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    The stability in ERP system has enabled newer initiatives in its Finance and HR sub-modules along withmobility solutions. Your Company is striving to be more customer friendly through implementation of meter

    reading based on smart phones, automated meter reading, mobile phone enabled bill payments, etc.

    MGL organised the first Knowledge Sharing Round Table of City Gas Distribution Companies in India at

    Mumbai this year. This forum for exchange of innovative ideas and practices for higher growth of CGD sector

    was well received by city gas distribution companies across the country.

    For better talent management, your Company has evolved an online competency assessment tool, viz.,e-Competency Mapping (eCOMPMAPS) on which employees are assessed for their competency and training

    requirements. This is a completely in-house initiative and also in accordance with global practices.

    Opportunities and Challenges

    Your Company is well placed to tap existing as well as new CGD markets. Allocation of domestic gas, ability

    to source market priced gas from various sources through physical connectivity with the trunk pipeline

    networks and large demand potential in the existing authorized areas of your Company provide a good scope

    for growth.

    Major challenges before your Company

    are to roll out City Gas Distribution

    infrastructure in a time bound manner,

    meet the regulatory targets, develop

    competitive skills to prepare for the

    post-exclusivity scenario and source

    long term gas at competitive rates

    and terms. Availability of skilled

    manpower and contractors is also a

    challenge in view of the rapid growthexpected in CGD business all over

    India. To address these, your Company

    is focusing on enhancing the skill base

    of its manpower and developing morevendors and contractors.

    Your Company is also actively focusing

    on efficient gas sourcing and supply

    management, targeted gas pricing,

    prudent fund management, and

    effective operations management.

    Health, Safety & Security EnvironmentYour Company adheres to high safety and environmental standards as it believes that outstanding business

    performance requires outstanding HSSE performance. The Company has adopted best-in-class standards

    and safety practices in the industry.

    Your Company is accredited with OHSAS 18001:2007 for health and safety, ISO 14001 for Environmental and

    ISO 9001:2008 for Quality Management System.

    Future Outlook

    Your Company is committed to grow the business and increase its customer base. In the next 5 years,

    sales volumes are expected to be more than double. Over this period, your Company intends to increase

    its customer base to over 11 lakh households covering a population of over 55 lakhs, operate over 350 CNG

    stations, expand the steel pipeline network to around 600 KM and PE pipeline network to over 5500 KM.

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    An investment of ` 2600 Crores would be made to expand this CGD infrastructure.

    The Company has expansion plans to ensure greater security of supply which include commissioning of one

    more CGS at Ambernath connecting with the DUPL network. The CGS at Ambernath would be catering to gas

    demand of Kalyan, Dombivali, Ambernath, Badlapur, Ulhasnagar and Bhiwandi areas. Further, your Company

    plans to set up RLNG connectivity at Wadala from the nearby available RLNG network. Besides providing

    another source of supply to the Mumbai network, it will also cater to its future demand beyond the presentgas supply from CGS at Wadala.

    Corporate Social Responsibility

    I am happy to share that your Company continues to make meaningful social investments, primarily in the

    areas of Health, Education and Environment.

    Many initiatives were taken during the year such as distribution of saplings in the community, organization offree health and eye check-up camps for the welfare of auto rickshaw and taxi drivers across Mumbai, Thane

    and Navi Mumbai.

    Corporate Governance

    Adoption of good governance practices has always been a high priority for your Company. Your Company goes

    beyond adherence of statutory frameworks to bring transparency, accountability and equity in all facets of its

    operations. The Company continuously endeavors to adopt innovative approaches for open and transparent

    management. Your Company has been voluntarily following, to the extent possible, Clause 49 of the Listing

    Agreement applicable to Listed Companies in respect of Corporate Governance. Your Company also continues

    to conduct voluntary Secretarial Audit.

    Acknowledgement

    Before I conclude, I would like to take this opportunity to thank all the stakeholders including GAIL (India)Limited, the BG Group, the Government of Maharashtra, employees, bankers, suppliers, contractors, and

    most importantly, our customers - all of whom have contributed to the success of your Company throughtheir continued confidence and co-operation.

    On behalf of the Board of Directors and on my own behalf, I also express my sincere gratitude for the valuable

    support received from the Ministry of Petroleum & Natural Gas, Petroleum & Natural Gas Regulatory

    Board, Government of Maharashtra, Municipal Corporations of Greater Mumbai, Navi Mumbai, Thane,

    Mira-Bhayander, Kalyan, Dombivli, other State and Central Government Authorities, Mumbai Metropolitan

    Regional Development Authority, Maharashtra Industrial Development Corporation, and Police and Fire

    Brigade Authorities.

    I would also like to take this opportunity to express my gratitude to my colleagues on the Board for their

    constant support.

    I am confident that your Company will continue to deliver sustainable business growth and higher value

    creation for all stakeholders.

    Thank you very much ladies and gentlemen.

    (B.C. Tripathi)

    (This does not purport to be a record of the proceeding of the Annual General Meeting.)