Gagan Gases Ltd

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Dear Members,

Your Directors have pleasure in presenting the 38^th Annual Report together with Audited Financial Statement for the year ended on 31^st March, 2024.

Financial results (Rs. in lacs)

The company has earned Net Profit of Rs 6 lac as against profit of Rs. 187 lac during previous year. The accumulated losses as on 31.3.24 are Rs 147 lacs as against Rs 153 lac of last year. The accumulated losses are on account of losses incurred in LPG business. At present the company is doing LPG cylinder filling for Reliance Petro Marketing Ltd. & the company is also selling LPG in its own cylinder. Because of prevailing market conditions, LPG business is not picking up inspite of best efforts and in future, business is not likely to pick up due to availability of CNG in the area.

In view of the accumulated losses, the Board of Directors regret to recommend any dividend for the year 2023-2024.

Re-appointment of Shri K.R Maheshwary as Director who retires by rotation and is eligible for reappointment.

The Directors indicate that they have taken reasonable and bonafide care that :

1. In preparation of the annual accounts, the applicable accounting standards have been followed, and in case of any deviation, necessary explanation has been given and incorporated in Director's Report to the members.

2. The Directors 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 the Company at the end of the financial year and of the profits of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. Directors have prepared the Annual Accounts on a going concern basis.

5. The Directors have laid down internal financial controls to be followed by the company.

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws.

Remuneration paid to directors during 2023-2024.

Details of payment to Directors is forming part of the extract of the Annual Return in the form MGT- 9. None of the directors has taken loan or advance from the Company and no sitting fee has been paid.

The Board has framed a Remuneration Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The remuneration policy aims to enable the Company to attract, retain and motivate highly qualified members for the Board and at other executive levels. The remuneration policy seeks to enable the Company to provide a well-balanced and performance-related compensation package, considering shareholder interests, industry standards and relevant Indian corporate regulations. The said policy is available at www.gagangases.com

The details forming part of the extract of the Annual Return in the Form MGT-9 is available on website of the company at www.gagangases.com

Pursuant to the provisions of Companies Act, 2013, Company has Audit Committee, Stakeholders Relation Committee and Nomination and Remuneration Committee.

Audit Committee comprises of following members :

As per the requirements of the listing agreement, the Directors and Senior Management have affirmed compliance of code of conduct.

In view of the nature of business of the Company, the Company is conscious of the risks associated with nature of its business and there is appropriate structure present, so that risks are inherently monitored and controlled. Risk identification, risk assessment and risk Management procedures for all functions of the Company are reviewed by the Audit Committee and the Board on regular basis. Pursuant to section 134(3) (n) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Company has formulated risk management policy. At present the Company has not identified any element of risk which may adversely affect functioning of the Company.

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

In pursuance to provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Listing Obligations and Disclosures Requirements Regulations, 2015 formulated by Securities and Exchange Board of India (SEBI) a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The purpose of the policy is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/ or discrimination as a result of such a reporting. The Chairman of the Audit Committee has been designated for the purpose. The said policy is available at www.gagangases.com

Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules made there under as well as Clause 49 of the Listing Agreement.

During the financial year 2023-24, your company has not accepted any deposit from public as such no amount of principal or interest was outstanding as on date of the Balance Sheet.

M/s Dilip K Neema & Associates, Chartered Accountants were appointed as statutory auditors in 36th AGM by the members of the company to hold office till the conclusion of 41st AGM subject to ratification.

The Audit Committee and the Board of Directors have considered and approved the accounting policy. Deviation, if any, from the applicable Accounting Standards in the preparation of the Annual Statement, necessary observations/ explanation of the Board are given. The notes to accounts referred to in the Auditor's Report are self-explanatory and therefore, do not call for any further comments.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:

The particulars required to disclose under section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 read with section 188(2) - Annexure attached

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the relevant extract of the Annual Return as at 31st March, 2024 is available on the Company's website www.gagangases.com.

Four Board meetings were held during the financial year from 1st April, 2023 to 31st March, 2024. Listing agreement

The company is complying with the terms of listing agreement entered with BSE.

There are no material changes or commitments occurring after 31^st March, 2024, which may affect

the financial position of the Company which require disclosure.

During the year, Shri K.R Maheshwary, Director who retires by rotation is proposed to be reappointed. During the year, Shri K.P Maheshwari has resigned as independent director of the company.

Except above, there has no changes in the directorship of the company during the year.

Ms Heena Agrawal ACS (M.No.42736, CP No 16496) was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24 as required under Section 204 of the Companies Act 2013 and rules made there under.

The Secretariat Audit Report for the financial year 2023-24 is annexed and which forms part of this report.

The company was not required to spend any amount on CSR activities in year 2023-24.

Your company continues to enjoy cordial relations with its employees.

1. Conservation of energy : NIL

2. Technology absorption, adoption & innovation: NIL

3. Foreign exchange earning and outgo : NIL

No case of woman harassment is reported.

Financial year 1^st April 2023 to 31^st March 2024

Annual General Meeting will be held on Saturday, the 28^th September 2024, at the Registered Office of the Company at Plot no 40, Scheme no 78, Part 2, Vijaynagar, Indore (MP)-452010 at 10 AM.

Date of Book Closure is 21st Sept 2024 to 28^th Sept 2024 (both days inclusive)

Listing of Stock Exchanges : The Equity shares of the Company are listed on BSE Mumbai. Annual listing fee has been paid to Bombay Stock Exchange.

Stock Code : BSE 524624.

Plant Location : The plant is located at Plot no 603, Sector 3, Pithampur, Distt. Dhar, MP-454774 Address for Correspondence : Gagan Gases Ltd, Plot no 603, Sector 3, Pithampur, Distt. Dhar, MP- 454774

Registered Office : Plot No. 40, Scheme no 78, Part II, Vijaynagar, Indore, MP-452010.

The company is having e-mail ID : gm@gagangases.com for Investor Grievance redressal. Company's Website : www.gagangases.com

For and on behalf of the Board of Directors

Gagan Maheshwary Managing Director DIN 00320425 Place: Indore Dated: 20.07.2024

I) INDUSTRY STRUCTURE AND DEVELOPMENTS

Indian LPG industry is dominated by PSU companies. 90% demand of LPG comes from domestic segment which is catered by PSU companies.

II) OPPORTUNITIES AND THREATS

The domestic LPG provided by PSU companies is subsidized by the Govt of India and private sector is not entitled for the same. Besides company sees major threat from PNG as alternate fuel.

III) SEGMENT-WISE REVIEW

The company operates LPG bottling plant in Pithampur, Distt Dhar in the private sector and markets LPG in 17 / 21 / 33 kg cylinders. The company is also engaged in providing LPG Bottling assistance to Reliance and Aegis Gas.

IV) OUTLOOK

The commercial and Industrial LPG consumption is likely to increase with the growing economic activities in the country.

V) RISKS AND CONCERNS

The company does not foresee major risks besides PNG as alternate fuel.

VI) INTERNAL CONTROL SYSTEM

The Company has developed internal control systems to conduct its business within the framework of Regulations which are adequate and commensurate to the size of operations of your company.

VII) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The operation activities of the company are LPG Bottling and selling LPG for Commercial & Industrial use. The company has earned Net Profit of Rs 6 lac as against profit of Rs. 187 lac during previous year. The accumulated losses as on 31.3.24 are Rs 147 lacs as against Rs 153 lac of last year. The accumulated losses are on account of losses incurred in LPG business.

VIII) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS

The employee strength of the company is adequate. The company has put in adequate processes, facilities, infrastructure and environment enabling the employees to function in an appropriate manner.

IX) DISCLOSURE OF ACCOUNTING TREATMENT

Your company follows Accounting Standards as prescribed by Institute of Chartered Accountants of India (ICAI) for preparation of financial statements.

X) STATUTORY COMPLIANCE

Your company ensures compliance with provisions of Company Law, SEBI and other corporate laws applicable to the Company.