bhagawati gas ltd Directors report

Dear Members,

Bhagawati Gas Limited

Banawas, Khetri Nagar, J

hunjhunu-333504

Rajasthan

Your directors have pleasure in presenting their 49^thAnnual Report on the business, operations and financial performance of the Bhagawati Gas Limited (the "Company" or "BGL"), together with the Audited Financial Statements of the Company, for the financial year ended March 31, 2023 as follows:

1. FINANCIAL RESULTS

The Financial Performance of the Company for the financial year ended on March 31, 2023 is as follows:

	(Amount in Hundred)
Particulars	FY 2022-23	FY 2022-23
Gross Revenue	89,294.29	432,243.01
Total expenses	167,163.71	351,780.07
Profit / (loss) before tax	(77,869.42)	80,462.94
Tax expenses
Current tax	-	-
Deferred tax	(139,800.35)	466.04
Total Tax Expense	(139,800.35)	466.04
Profit After Tax	61,930.93	79,996.90
Other comprehensive income Items that will not be reclassified to profit or loss (Net of Taxes)	1,321.05	6,195.77
Total Comprehensive Income for the year	63,251.98	86,192.97

2. STATE OF COMPANYS AFFAIRS

During the financial year 2022-23, the Company supplied a medical oxygen gas plant to UP State PWD. The Company is looking more opportunity for installation of such medical oxygen plant. In addition, after 2 years pandemic, the Company received orders for cleaning of water bodies which were executed during the year.

The Company is hopeful of getting more business in such activities during the year.

In the gaseous business during the year, the Company has participated in EOI floated by THDC India Limited a Govt. Undertaking for putting-up a Green Hydrogen Plant in their premises in Rishikesh.

Further, In light of the Honble Prime Ministers announcement regarding the adoption of Green Technology and the production of Green Hydrogen as a fuel and power source, our company has been actively pursuing a technology collaboration with European and American companies for a joint venture in the Green Hydrogen Project.

However, its important to note that the matter is currently under legal consideration and remains sub-judice.

During the year under review, the company earned a revenue of Rs. 12,81805.00 /- and income from other sources is Rs. 76,47624.00 /- therefore the total Income of the Company was Rs. 89,29429.00 against Rs.432,24301.00 in the previous year. The Company has incurred a Profit of Rs 61,93093.29as compared to a Rs. 79,99689.53 /- in the previous year. The company is hoping for better growth of Company and profits in the forthcoming years.

3. DIVIDEND

During the financial year, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2023.There was no interim dividend declared during reporting period.

4. TRANSFER TO RESERVES

For the period under review the Board is not transferring any amount to General Reserve Account of the Company.

5. SHARE CAPITAL STRUCTURE OF THE COMPANY

AUTHORISED SHARE CAPITAL

Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs Equity Share) Equity Shares of Rs 10/- each (Rupees Ten each).

ISSUED SHARE CAPITAL, SUBSCRIBED & PAID UP SHARE CAPITAL:-

Rs. 16,74,24,590/-(Rupees Sixteen Crores Seventy-Four Lakhs Twenty-Four Thousand Five Hundred Ninety Only) divided into 1,67,42,459 (One Crore Sixty-Seven Lakhs Forty-Two Thousand Four Hundred Fifty Nine only) equity shares of Rs. 10/- each (Rupees Ten each).

During the year, the Company has not issued any equity share with differential voting rights hence the disclosure under Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

6. DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES

During the financial year 2022-23, there are no subsidiaries or associate companies of the Company.

7. BOARD OF DIRECTORS

During the financial year2022-23,the Board of Directors of the Company was not duly constituted during the financial year. The optimal balance of Executive Directors, Non-Executive Directors, and Independent Directors was not maintained due to the vacancy in the position of one Independent Director. All the Directors show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

As on March 31, 2023, the Board of company consists of Three (3) Directors. The composition and category of Directors is as follows:

Name of Directors	Category	DIN
Mr. Rakesh Samrat Bhardwaj	Executive Director	00029757
Mrs. Shachi Bhardwaj	Non-Executive Director	07232850
Mr. Ganga Charan	Non-Executive Independent Director	00387567

The members of the Companys Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/committee meetings are pre-scheduled and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Boards/Committees approval is taken by passing resolutions through circulation or by calling Board/Board Committee meetings at short notice, as permitted by law.

During the financial year 2022-23, there were no changes in Board of Directors of the Company.

Retirement by Rotation-

Pursuant to the provisions of Section 152(6) of the Act read with the rules made the reunder and as per the Articles of Association of the Company Mr.Rakesh Samrat Bhardwaj(DIN: 00029757) is liable to retire by rotation and being eligible to offers himself for re-appointment at the ensuing annual general meeting of the Company to sought your approval as per the provisions of Companies Act.

8. BOARDMEETINGS

During the Financial Year 2022-23, the Company held 4 (Four) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings

SN	Date of Meeting	Board Strength	No. of Directors Present
1	30.05.2022	3	3
2	13.08.2022	3	3
3	14.11.2022	3	3
4	13.02.2023	3	3

ATTENDANCE OF DIRECTOR

		Meeting of Board			Meeting of Committees of the Board
S. No	Name of Director	Number of meeting Held	Number of Meeting attendant	%	Number of meeting Held	Number of Meeting attendant
1	Rakesh Samrat Bhardwaj	4	4	100	5	5
2	Ganga Charan	4	4	100	7	7
3	Shachi Bhardwaj	4	4	100	3	3

9. COMMITTEES OF THE BOARD

The Board Committees constitution is in acquiescence of provisions of the Companies Act, 2013, the relevant rules made thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their terms of reference, composition and meetings held during the year are provided herein below:-

AUDIT COMMITTEE

During the financial year 2022-23, the Company maintained a single Independent Director on its Board. The Companys decision not to appoint a new Independent Director was influenced by the unavailability of a suitable candidate meeting the required criteria. Therefore, the composition of Audit Committee is not in accordance with the requirements of Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.

As on March 31, 2023, the Audit Committee consists of Two (02) members out of which Mr. Ganga Charan is Non-Executive Independent Directors and Mr. Rakesh Samrat Bhardwaj is executive director. All the members of the committee have good financial and accounting knowledge. The committee is chaired by Mr. Ganga Charan.

During the year under review four (4) meetings of Audit Committee were held on (i) May 30, 2022, (ii) August 13, 2022, (iii) November 14, 2022, and (iv) February 13, 2023 and the gap between two meetings did not exceed one hundred and twenty days. The composition of the Audit Committee and the attendance of members at the meetings of the Audit Committee held during the financial year 2022-23 are as follows:

Sl. No	Name of Member(s)	Nature of membership	Numbers of the Meetings		% of attendance
			Held during the year (A)	Attended (B)	(C)=(B)/(A)
1	Mr. Rakesh Samrat Bhardwaj	Member	4	4	100
2	Mr. Ganga Charan	Chairman	4	4	100

The Audit Committee meetings were also attended by the statutory auditors, wherever necessary. The Audit Committee is responsible for overseeing the Companys financial reporting process, reviewing the quarterly/half yearly/annual financial statements, reviewing with the management the financial statements and adequacy of internal audit function, recommending the appointment/re-appointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings/related party transactions, reviewing the management discussion and analysis of financial condition and result of operations and also statutory compliance issue. The committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.

In addition, the committee has discharged such other role/function as envisaged under Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of Section 177 of the Companies Act, 2013.

The Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings.

The Company Secretary acts as the Secretary to the Audit Committee.

The previous Annual General Meeting of the Company held on September 30, 2022 was attended by Ganga Charan, Chairman of the Audit Committee.

NOMINATION AND REMUNERATIONCOMMITTEE

During the financial year 2022-23, Within the Board of Directors, the Company retained a solitary Independent Director due to unavailability of a suitable candidate meeting the required criteria. Therefore, the composition of Nomination and Remuneration Committee is not in accordance with the requirements of the Section 178 of the Companies Act, 2013.

As on March 31, 2023, the Nomination and Remuneration Committee consists of two (02) members out of which Mr. Ganga Charan is Non-Executive Independent Directors and Mrs. Shachi Bhardwaj is Non-executive director. The committee is chaired by Mr. Ganga Charan (Non-Executive Independent Director).The purpose of the committee is to screen and review individuals qualified to serve as executive directors, non-executive directors and independent directors, consistent with criteria approved by the Board, and to recommend, for approval by the Board, nominees for election at the AGM.

During the year, Two (2) meetings of Nomination and Remuneration Committee were held on (i) May 30, 2022, (ii) November 14, 2022, which was duly attended by all the Committee members.

The composition of the Nomination and Remuneration Committee and the attendance of the members at the meetings of the Nomination and Remuneration Committee held during the financial year 2022-23, are as follows:

Sl No	Name of Member(s)	Designation	Numbers of the Meetings		% of attendance (C)=(B)/(A)
.			Held during the year (A)	Attended (B)
1	Mr. Ganga Charan	Chairman	2	2	100
2	Mrs. Shachi Bhardwaj	Member	2	2	100

The previous AGM of the Company held on September 30, 2022 was attended by Mr. Ganga Charan, Chairman of the Nomination and Remuneration Committee.

The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

Performance evaluation criteria for independent directors

The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Independent Directors. The said criteria provides certain parameters like attendance, acquaintance with business, communicate inter se board member, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmark established by global peers etc. which is in compliance with applicable laws, regulations and guidelines.

Remuneration to Directors in Fiscal 2022-23

The Company pays remuneration to its Executive Director-Managing Director and others by way of Salary, perquisites and allowances. Salary is paid within the range as approved by the Shareholders and as per Companies Act, 2013. The Board approves all the revisions in salary, perquisites and allowances subject to the overall ceiling prescribed by Section 197 and 198 of the Companies Act, 2013. The Non-Executive Independent Directors have not been paid any remuneration except sitting fees during the financial year 2022-23.

Given below are the details of remuneration paid to Directors during the financial year 2022-23:(Amount in Rs.)

Name of Director	Salary	Sitting fees	Bonus	Stock option	Others	Total Remuneration
Executive Director(Managing Director)
Mr. Rakesh Samrat Bhardwaj	18,60,000	-	-	-	-	18,60,000
Non-Executive Director
Mrs. Shachi	6,75,000	-	-	-	-	9,00,000
Bhardwaj
Non-Executive Independent Director
Mr. Ganga - Charan	-	-	-	-	-	-

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Section 178 of the Companies Act, 2013, the Board re-named the "Investors Grievance Committee "as the "Stakeholders Relationship Committee." The remit of the Committee is to consider and resolve the grievances of the security holders of the company, including complaints relating to transfer and transmission of securities, non receipt of dividends and such other grievance as may be raised by the security holders from time to time.

As on March 31, 2023, the Stakeholders Relationship Committee consists of three (3) members out of which Mr. Ganga Charan is Non-Executive Independent Directors, Mrs. Shachi Bhardwaj is Non-Executive Directors and Mr. Rakesh Samrat Bhardwaj is executive director. The Committee is chaired by Mr. Ganga Charan (Non-Executive Independent Director).

During the year, one (1) meetings of Stakeholders Relationship Committee was held on (i) August 14, 2022, which was duly attended by all the Committee members.

Sl. No	Name of Member(s)	Designation	Numbers of the Meetings		% of attendance
			Held during the year (A)	Attend ed (B)	(C)=(B)/( A)
1	Mr. Ganga Charan	Chairman	1	1	100
2	Mr. Rakesh Samrat Bhardwaj	Member	1	1	100
3	Mrs. Shachi Bhardwaj	Member	1	1	100

The Board has designated Ms. Sanjana Sharma, Company Secretary, as the Compliance Officer of the Company for the purpose of Investors complaints/grievances.

The previous AGM of the Company held on September 30, 2022 was attended by Ganga Charan, Chairman of the Stakeholders Relationship Committee.

10. INVESTORS GRIEVANCES

The Company has been attending to all investor grievances/complaints expeditiously and promptly to the satisfaction of stakeholder(s). The status of Shareholders/ Investors Grievances pursuant to Regulation 13(3) of Listing Regulations for the financial year 2022-23, is as follows:

Particulars	Number of Complaints
Pending at the beginning of the financial year	Nil
Received during the financial year	Nil
Disposed during the financial year	Nil
Remaining unresolved as on March 31, 2023	Nil

11. MEETING OF INDEPENDENT DIRECTORS

The Companys Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views to the Lead Independent Director.

During the period under review, the company had just one independent director, resulting in the absence of any independent director meetings throughout the financial year.

12. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors of the Company has carried out an annual evaluation of its own performance, committees of the Board and individual directors. The performance evaluation of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees of the Board was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board of Directors and the Nomination and Remuneration Committee evaluated the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The above criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

Independent director evaluates the, performance of non-independent directors, the Board as a whole and Chairperson of the Company was evaluated, taking into account the views of CEO & director and non executive directors. The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties, were also evaluated in the said meeting. Performance evaluation of independent directors was done by the Board members, excluding the independent director who was being evaluated.

13. DEPOSITS

During the financial year ended March 31, 2023, the Company has not invited or accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and rules framed there under. Hence, no public deposit is outstanding during the financial year 2022-23.

14. ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return as on March 31, 2023 is available on website of the Company athttp://www.bglgroup.in.

By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), with respect to Directors Responsibility Statement, your Directors confirm that:

a) That in preparation of annual accounts for the financial year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

b) That they have selected such accounting policies described in the notes to accounts which have been applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year 2022-23 and of the Profit & Loss of the company for the period under report;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) We have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLSWITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies(Accounts) Rules, 2014, The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices.

The Board of Directors of the Company have adopted various policies like Policy on determining Material Subsidiary, Policy on Determination of Materiality of Events of Information, Whistle Blower Policy, Policy on Related Party Transactions, Policy on Prohibition of Insider Trading, Policy on Prevention of Sexual Harassment at Workplace, policy on Corporate Social Responsibility, Nomination and Remuneration Policy such other policies and procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Plan is aimed at evaluation of the efficacy and adequacy of internal control system and compliance, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. The respective Process Owners take the requisite corrective action, based on internal audit reports/findings. Further, the Internal Auditors place their significant audit observation & corrective actions thereon are presented to the Audit Committee for their review.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Director of the Company confirming that:

They have complied with Code of Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

They meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations; •

In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In terms of Regulation 25(9) of the SEBI Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the SEBI Listing Regulations by the Independent Directors of the Company.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

At the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

As trustees of shareholders, Independent Directors play a pivotal role in upholding Corporate Governance norms and ensuring fairness in decision making. Being experts invarious fields, they also bring Independent Judgement on matters of strategy, risk management, controls and business performance.

At the time of appointing a new Independent Director, a formal letter of appointment is given to the Director inter alia; explaining the role, duties and responsibilities of the Director. The Director is also explained in detail the Compliances required from him / her under the Act, SEBI Regulations and other relevant regulations.

By way of an introduction to the Company, presentations are also made to the newly appointed Independent Director on relevant information like overview of the Companys businesses, market and business environment, growth and performance, organizational setup of the Company, governance and internal control processes.

On-going familiarization program aims to provide insights into the Company and the business environment to enable all the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the Companys context and to lend perspective to the strategic direction of the Company.

Your Company has put in place a Familiarization Programme for Independent Directors to familiarize them with their roles, rights, responsibilities, nature of the Industry, Companys strategy, business plan, operations, markets, products, etc. The details of the Companys Familiarisation Programme are available on the Companys website www.bglgroup.in

19. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee (NRC) of the company has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

For more details, please refer to the Corporate Governance Report, which is a part of this report.

20. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non- Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/Committee processes.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

While Independent directors in their separate meeting have carried out to assess the performance of Chairman and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by the entire Board. The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board of Directors and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance.

Pursuant to the provisions of Section 134 (3) (p) the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. The manner in which the performance evaluation was carried out is given in detail in the Corporate Governance Report, annexed to this Report.

21. CREDIT RATING

There are no outstanding loans and advances on your company. Hence, this Provision is not applicable to your Company.

22. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Board of Directors has formulated a Whistle Blower Policy/Vigil Mechanism which is in compliance with the provisions of Section 177 (09) of the Companies Act, 2013, to encourages Directors and employees to bring to the Companys attention, instances of unethical behavior, and actual or suspected incidents of fraud or violation of the Code of Conduct that could adversely impact the Companys operations, business performance and / or reputation.

The Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. It is the Companys Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy/Vigil Mechanism is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Companys corporate website at www.bglgroup.in.

23. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee adopted a policy on Nominations & Remuneration for Directors, Key Managerial Executives, Senior Management and Other Employees, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs, Senior Management and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section178 of the Act and SEBI (LODR) Regulations. The Companys Remuneration Policy is available on the Companys website at www.bglgroup.in.

24. SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Company has a Nomination and Remuneration Committee ("NRC") which is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its strategies, environment, operations, and financial condition and compliance requirements.

The NRC makes recommendations to the Board in regard to appointment of new Directors and Key Managerial Personnel ("KMP") and senior management. The role of the NRC encompasses conducting a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The NRC is also responsible for reviewing the profiles of potential candidates vis-?-vis the required competencies, undertake a reference and due diligence and meeting of potential candidates prior to making recommendations of their nomination to the Board. The appointee is also briefed about the specific requirements for the position including expert knowledge expected at the time of appointment.

During the year, all recommendations made by the Nomination and Remuneration Committee were approved by the Board.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

During the financial year 2022-23 the Company has not entered into any related party transactions which are required to be disclosed as per the provisions of Section 188 of the Companies Act, 2013 and other Related Party Transactions which were entered during the year were in Ordinary Course of the Business and on Arms Length basis and as per AS-18 of the Companies Act, 2013, were properly noted, disclosed and annexed to the balance sheet and forming part of the financial statement of the Company. Your Directors draw attention of the members to Note 24 to the financial statement which sets out related party disclosures.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is not required to disclose in Form AOC-2.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Directors of the Company are pleased to inform you that the provision of Section 135 of the Companies Act 2013 is not applicable on the company.

27. RISK MANAGEMENT COMMITTEE AND POLICY

In terms of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is not falling under the top ve hundred listed entities based on market capitalization. Therefore, there is no requirement to constitute Risk Management Committee.

Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks. Business Risk evaluation and Management is an ongoing process within the Organization. In terms of regulation 17(9)(b) of the Listing Regulations and pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The objective of Risk Management Policy at Bhagawati Gas Limitedis to preserve shareholder value to the extent practically feasible and to ensure sustainable business growth with stability by identifying and mitigating major operating, and external business risk. In order to achieve the key business objectives, the policy establishes a structured and disciplined approach to Risk Management, including the development of the Risk Register, in order to guide decisions on risk related issues. The specific objectives of the Risk Management Policy are:-

1. To ensure that all the current and future material risk exposures of the Company are identified, assessed, mitigated, monitored and reported.

2. To establish a framework for the Companys risk management process and to ensure Company wide implementation.

3. To ensure systematic and uniform assessment of risks related with construction projects.

4. To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

5. To assure business growth with financial stability.

The effectiveness of Risk Mitigation plans shall be ensured through proper monitoring, evaluation of outcomes of mitigation plans and to look for the scope of its applicability in other areas in order to achieve overall objective of this policy.

At present the company has not identified any element of risk which may threaten the business (or) existence of the Company.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013,read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in "Annexure-A" which forms part of the Directors Report.

29. CORPORATE GOVERNANCE REPORT

In accordance with the provisions of regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

30. AUDITORS OF THE COMPANY

• STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139, 141, 142 of the Act and the rules framed thereunder, M/s JAIN PARAS BILALA & CO., Chartered Accountants (FRN: 011046C), Jaipur were appointed as Statutory Auditor at the 48^th Annual General Meeting (AGM) of the company for a period of five consecutive years commencing from the conclusion of the 48^thAnnual General Meeting (AGM) of the Company till the conclusion of the 53^rdAnnual general Meeting to be held in the year 2027. M/s. JAIN PARAS BILALA & CO., Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Auditors Report to the Members on the Accounts of the Company for the financial year ended March 31, 2023 is a part of the Annual Report. The said Audit Report does not contain any qualification, reservation or adverse remark except as mentioned below. During the financial year 2022-23, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

STATUTORY AUDITORS REPORT

The qualification/observation of the Auditors given in the Auditors Report are self-explanatory and have been explained/ clarified, wherever necessary, in the notes to the Financial Statements except as under:

(i) Majority of Advances & Security deposits are considered doubtful for recovery. The management is hopeful of recovering the amount in due course of time and therefore provisions there against are not considered necessary. Accordingly, we are unable to comment upon the consequential impact, if any, on the statement.

(ii) The Company is yet to receive Bank Balance Confirmation from a Bank for Rs. 52,807/- included under cash and cash equivalents as on 31st Mar 2023. Accordingly, we are unable to comment upon the consequential impact, if any, on the statement.

(iii) Statutory dues are pending for Service Tax & TDS amounting to Rs. 1,96,853/- & 1,23,050/- respectively

(iv) Classification of Advances has been confirmed by the management as nature of Organization & purpose of Advance cannot be ascertained by us.

(v) The composition of Board of the Company is not duly constituted due to not having minimum no of independent directors required and accordingly Composition of Audit Committee and Nomination and Remuneration Committee is not as per the Provisions of Companies Act, 2013 and as per the regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) Payments made for various Credit Cards are appearing in Loan & Advances (Assets), these needs to be specifically clubbed to Individual accounts for proper identification of nature of payment made & reporting requirement as per IND-AS 24.

(vii) In financials Statement other payables contains amount of INR 235.23 lakhs against purchase of machinery as informed by the management. As per management this amount is disputed since 1994. No document in relation to dispute was made available to us therefore we are unable to comment on the consequential impact of the same if any on the statement.

(viii) Company has its Website but it is not maintained as per the requirement of the Act and SEBI Guidelines.

(ix) The trading of the companys shares was suspended on exchange and equity shares of the company has been delisted from platform of the exchange of BSE Limited w.e.f. May 11, 2018 as per public notice of BSE as published in financial express newspaper dated 12.05.2018.

(x) As per the Regulation 33 (4) of The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, the promoters of the company has to acquire the delisted equity shares from the public shareholders by paying them the value determined by the valuer within three months from the date of delisting from the recognized stock exchange, subject to their option of retaining their shares but the promoters of the company has not done the same and filed the appeal/petition against delisting of company before Securities Appellate Tribunal (SAT) on May 06, 2019.

(xi) The Company has filed an appeal before the Securities Appellate Tribunal ("SAT"), Mumbai, against the order dated 11th May, 2018 by which the appellant Company has been delisted under Regulation 22(2) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, for condoning the delay but an appeal for condonation of delay was rejected and dismissed by SAT by passing the order dated November 11, 2019. The Company has filed civil appeal against the order passed by SAT before Supreme Court and the matter is still pending in Supreme Court.

(xii) The company has not complied with following regulations of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other SEBI Regulations:

a. As per Regulations 7(3), 13(3), 29, 31, 33 and 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, company has not complied with provisions of these regulations and the information was not submitted to Stock Exchange due to non-availability of Listing Centre of BSE Limited.

b. As per Regulation 31(2) hundred percent of shareholding of promoter(s) and promoter group is not in dematerialized form as required under Regulation 31 (2) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. As per Regulation 47, Notice of AGM shall be published in at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated, the Company has published in only one Newspaper.

d. The company has not filed the Reconciliation of Share Capital in term of Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 (as amended).

e. We have not checked the SEBI and other compliances of company on the BSE Limited platform due to delisted from the exchange and checked from the physical documents provided by the company.

REPLY BY MANAGEMENT ON AUDITORS QUALIFIED OPINION:

In respect of above stated qualifications, your directors would like to clarify the following:

(i) Majority of Advances & Security Deposits:

While we acknowledge that a significant portion of our advances and security deposits may be considered doubtful for recovery, we remain hopeful that these amounts will be recovered in due course. Therefore, we have not made provisions against them in our financial statements. We will continue to monitor and assess the recoverability of these amounts on an ongoing basis.

(ii) Bank Balance Confirmation:

We are in the process of obtaining the Bank Balance Confirmation from the relevant bank for the amount of Rs. 52,807 included under cash and cash equivalents as of March 31, 2023. We will ensure that the balance is confirmed, and any necessary adjustments will be made accordingly.

(iii) Statutory Dues:

We acknowledge the pending statutory dues for Service Tax and TDS. We are actively working on resolving these outstanding obligations and will ensure timely compliance with all statutory requirements.

(iv) Classification of Advances:

We confirm the classification of advances and understand the importance of providing clarity regarding the nature and purpose of these advances. We will work on providing additional information to facilitate a better understanding of these items in our financial statements.

(v) Credit Card Payments:

We understand the need for specific identification and proper reporting of payments made for various credit cards. We will ensure that these payments are appropriately segregated and reported in individual accounts in accordance with IND-AS 24.

(vi) Purchase of Machinery Dispute:

We acknowledge the dispute related to the amount of INR 235.23 lakhs against the purchase of machinery. We will work on providing relevant documentation to address this matter and assess its impact on our financial statements.

(vii) Delisting of Equity Shares:

During the financial year 2017-18, the Company has not received any kind of correspondence from BSE Limited regarding the delisting of shares of Company. The company was delisted from the Exchange by delisting order of BSE Limited and the same was published as the public notice in Financial Express Newspaper dated 12.05.2018 by which company came to know about its delisting. The company has filed the appeal with Securities Appellate Tribunal (SAT) against the delisting order on 06.05.2019. And same was rejected and dismissed by SAT by passing the order dated November 11, 2019. The Company has filed civil appeal against the order passed by SAT before Supreme Court and the matter is still pending in Supreme Court. The company will do all the pending listing compliances, once the order is received. And in regard to independent directors appointment, The board is having communication with some professionals for filling vacancy very soon and other non-compliance now we have started to take proper advice from professionals to take care in future so that it may not happen in future.

Note: Reaming abovementioned remarks are also coming in the Report of Secretarial Audit so to avoid delicacy your board clarify the same in the reply of Remarks given by the Secretarial Auditor.

• SECRETARIAL AUDITOR

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company and other class of companies as may be prescribed, is required to appoint Secretarial Auditor to carry out secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and rules made there under, M/s ATCS & Associates, Company Secretaries in Practice, Jaipur, was re-appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2022-23vide Board Resolution dated May 30, 2022.

SECRETARIAL AUDITORS REPORT

A Secretarial Audit Report issued by M/s ATCS & Associates, Company Secretaries in Practice, in respect of the secretarial audit of the Company for the financial year ended March 31, 2023, is given in Annexure-CandSecretarial Compliance Report of the Companyand it carries the following qualifications:

1. The composition of Board of the Company is not duly constituted due to not having minimum no of independent directors required and accordingly Composition of Audit Committee and Nomination and Remuneration Committee is not as per the Provisions of Companies Act, 2013 and as per the regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Company has its Website but it is not maintained as per the requirement of the Act and SEBI Guidelines.

3. The trading of the companys shares was suspended on exchange and equity shares of the company has been delisted from platform of the exchange of BSE Limited w.e.f. May 11, 2018 as per public notice of BSE as published in financial express newspaper dated 12.05.2018.

4. As per the Regulation 33 (4) of The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, the promoters of the company has to acquire the delisted equity shares from the public shareholders by paying them the value determined by the valuer within three months from the date of delisting from the recognized stock exchange, subject to their option of retaining their shares but the promoters of the company has not done the same and filed the appeal/petition against delisting of company before Securities Appellate Tribunal (SAT) on May 06, 2019.

5. The Company has filed an appeal before the Securities Appellate Tribunal ("SAT"), Mumbai, against the order dated 11th May, 2018 by which the appellant Company has been delisted under Regulation 22(2) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, for condoning the delay but an appeal for condonation of delay was rejected and dismissed by SAT by passing the order dated November 11, 2019. The Company has filed civil appeal against the order passed by SAT before Supreme Court and the matter is still pending in Supreme Court.

6. The company has not complied with following regulations of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other SEBI Regulations:

a) As per Regulations 13(3), 29, 31, 33, 44, of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, company has not complied with provisions of these regulations and the information was not submitted to Stock Exchange due to non-availability of Listing Centre of BSE Limited.

b) As per Regulation 31(2) hundred percent of shareholding of promoter(s) and promoter group is not in dematerialized form as required under Regulation 31 (2) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c) As per Regulation 47, Notice of AGM shall be published in at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated, the Company has published the notice of Annual General Meeting dated September 30, 2022 in only one Newspaper.

d) As per Regulation 47, financial results as specified in Regulation 33 shall be published in at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated, the Company has published the financial results in only one Newspaper.

e) The company has not filed the Reconciliation of Share Capital in term of Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 (as amended).

f) We have not checked the SEBI and other compliances of company on the BSE Limited platform due to delisted from the exchange and checked from the physical documents provided by the company.

Reply by Board:

In respect of above stated qualifications, your directors would like to clarify the following:

We acknowledge the current composition of our Board of Directors and Committees does not meet the minimum requirements as per the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. We are actively working on rectifying this issue by appointing the necessary independent directors to achieve compliance.

We understand that our website does not meet the maintenance standards required by the Act and SEBI Guidelines. We will take immediate steps to ensure that our website is updated and maintained in accordance with the applicable regulations.

The trading of shares of the Company was suspended before the closure of financial year 2016-17. During the financial year 2017-18, the Company has not received any kind of correspondence from BSE Limited regarding the delisting of shares of Company. The company was delisted from the Exchange by delisting order of BSE Limited and the same was published as the public notice in Financial Express Newspaper dated 12.05.2018 by which company came to know about its delisting. The company has filed the appeal with Securities Appellate Tribunal (SAT) against the delisting order on 06.05.2019. Andsame was rejected and dismissed by SAT by passing the order dated November 11, 2019. The Company has filed civil appeal against the order passed by SAT before Supreme Court and the matter is still pending in Supreme Court. Further, we acknowledge the non-compliance with various SEBI regulations, including Regulations 13(3), 29, 31, 33, 44, and 47, as well as Regulation 31(2) and 76 of SEBI (Depositories and Participants) Regulations, 2018. The company will do all the pending listing compliances, once the order is received.We are committed to addressing these issues and ensuring full compliance with the applicable SEBI regulations.

• COST AUDITOR

The requirement of Cost Audit in your industry has been excluded/ removed in the Companies (Cost Records and Audit) Rules, 2014, issued by the Ministry of Corporate Affairs vide its notification dated 30^th June, 2014. Therefore, no appointment was made of the Cost Auditor to carry out the Cost Audit for the financial year ended March 31, 2023 and there is no requirement of maintenance of cost records as per section 148 of the Companies Act, 2013.

• INTERNAL AUDITOR

M/S M N G AND ASSOCIATES, Chartered Accountant FRN- 036500N, Jaipur was appointed to conduct Internal Audit of the company for the financial year 2022-23as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and the reports of the Internal Auditors are reviewed by the Audit Committee from time to time. The observations and suggestions of the Internal Auditors are reviewed and necessary corrective/preventive actions are taken in consultation with the Audit Committee.

Further, being re-appointed as the Internal Auditor to conduct the Internal Audit of the Company for the financial year 2023-24 vide Board Resolution dated May 30, 2023.

31. REPORTING OF FRAUD BY AUDITORS

During the Financial year 2022-23, the Statutory Auditors has not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act,2013.

32. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans given, guarantees given securities provided and investments made under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement, which forms a part of the Annual Report.

33. INVESTOR GRIEVANCE REDRESSAL

The shares of the Company are held in physical and dematerialized form. Skyline Financial Services Private Limited has been appointed and it has been acting as the Registrar and Share Transfer Agent of the Company for carrying out shares transfer and other ancillary work related thereto. Skyline Financial Services Private Limited has appropriate systems to ensure that requisite service is provided to investors of the Company in accordance with the applicable corporate and securities laws and within the adopted service standards.

As per regulation 13 of Securities and Exchange Board of India (Listing Obligations& disclosure Requirements) Regulations,2015, and the number of complaints received and resolved to the satisfaction of investors during the year under review. There were no pending complaint or share transfer cases as on March 31, 2023, as per the certificate given by RTA.

34. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

A Company Secretary in Practice carries out a Reconciliation of Share Capital Audit on a quarterly basis as per Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 read with SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002, to reconcile the total admitted capital with depositories viz National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL). This audit is carried out every quarter and the report thereon has to be submitted to the Stock Exchanges where the Companys shares are listed but currently company is not complying with listing compliance as the shares of the company is delisted from exchange and trading of its securities is not available on BSE Limited and Listing Centre of BSE Limited is also not available with the Company. The company has filed the petition with the Securities Appellate Tribunal (SAT) on dated May 05, 2019 against the order of exchange for delisting of Companys shares. The appeal was rejected and dismissed by SAT by passing the order dated November 11, 2019. The Company has filed civil appeal against the order passed by SAT before Supreme Court

35. CODE OF CONDUCT

The Board of Directors of the Company has adopted code of conduct for all Board Members and Senior Management Personnel of the Company and the said code of conduct is placed on the website of the Company at www.bglgroup.in. All the Board Members and Senior Management Personnel have affirmed compliance with the applicable Code of Conduct for the financial year 2022-23. A declaration to this effect, signed by the CEO& Director of the Company is herewith attached as a part of this Report.

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also foster a culture of accountability and integrity. The Code in accordance with the requirements of Securities and Exchange Board of India (Listing Obligations & disclosure Requirements) Regulations,2015, has been posted on the Companys website www.bglgroup.in . All the Board Members and Senior Management Personnel have confirmed compliance with the Code of Conduct for the financial year 2022-23. A declaration to this effect, signed by the CEO & Director of the Company is annexed herewith as Annexure-VI and forms part of this Report.

36. CONFLICT OF INTERESTS

Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in other companies including Chairmanships and notifies changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has filed an appeal before the Securities Appellate Tribunal ("SAT"), Mumbai, against the order dated 11th May, 2018 by which the appellant Company has been delisted under Regulation 22(2) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, for condoning the delay but an appeal for condonation of delay was rejected and dismissed by SAT by passing the order dated November 11, 2019. The Company has filed civil appeal against the order passed by SAT before Supreme Court and the matter is still pending in Supreme Court.

Apart from that, no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

38. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES, 2014

During the period under review the Company has not accepted loan/borrowing from its Director in reference of sub rule 1 clause (c) sub clause (viii) of rule 2 of Companies (Acceptance of Deposits) rules, 2014.

39. INTERNAL COMPLAINT COMMITTEE (ICC) AND OTHER DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance sexual harassment at workplace. The company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsibleforredressalofcomplaintsrelatedtosexualharassmentattheworkplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Internal Complaint Committee of the Company has not received any complaint of Sexual Harassment during the financial year under review.

The following is a summary of Sexual Harassment complaints received and disposed off during the year 2022-23:

No. of Complaints received: NIL

No of complaints disposed off:NIL

40. CAUTION STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

41. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as " Annexure- D."

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to

42. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Companys Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

43. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

44. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company which has occurred during the financial year.

Following the conclusion of the financial year, Ms. Sanjana Sharma has submitted her resignation from the position of Company Secretary and Compliance Officer, effective from May 31, 2023. In her place, Ms. Harshita Sharma has been appointed, with effect from June 01, 2023 in the board meeting dated June 01, 2023.

45. INSIDER TRADING CODE

Your Company has formulated Code of Conduct for Prevention of Insider Trading in Companys Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by way of dealing in securities of the Company by its Designated Persons while in possession of unpublished price sensitive information in relation to Company. The code is hosted on website of the Company at www.bglgroup.in.

46. COMPULSORY DELISTING OFEQUITY SHARES OF THE COMPANY

The equity shares of Company were listed at BSE Limited (BSE). The Company has not paid the listing fee for the year 2016-17, 2017-18 and 2018-19 to BSE due to financial constraint. After closure of the financial year 2017-18 the company has been delisted from the platform of exchange w.e.f. May 11, 2018 under compulsory delisting of the companies as per notice issued by the BSE Limited in Financial Express Newspaper dated May 12, 2018.

The Exchange has issued public notice dated March 24, 2018 in terms of Regulation 22 (3) of SEBI (Delisting of Equity Shares) Regulations-2009, proposing to delist certain companies, which had been suspended for a period of more than 6 months on account of non compliance with various clause/regulations of the erstwhile Listing Agreement/Listing Regulations, 2015, from the exchange. The securities of the Company cease to be listed w.e.f. May 11, 2018 and therefore are not available for trading on the platform of Exchange.

In this regard, the company has made communication with BSE Limited that the company has not received any notice regarding delisting of the company and after that receive such notices from BSE Limited. Further, the payment of entire outstanding dues in respect of listing fees till the financial year 2018-19 has been paid by the company and the company has filed the petition with SAT on dated May 06, 2019to relist the securities of Bhagawati Gas Limited with BSE Limited against the order as passed by exchange on dated May 12, 2018 but an appeal for condonation of delay was rejected and dismissed by SAT by passing the order dated November 11, 2019. The Company has filed civil appeal against the order passed by SAT before Supreme Court and the matter is still pending in Supreme Court.

47. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the provisions of Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed review by the Management of the business operations of the Company is presented under separate section "Management Discussion and Analysis" which forms a part of this Annual Report. The MD&A Report captures your Companys performance, industry trends and other material changes with respect to your Company.

The Management Discussion and Analysis Report on the operations and financial position of the Company have been provided as "Annexure- E" which forms part of the Directors Report.

48. DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON-EXECUTIVE INDEPENDENT DIRECTOR VIS-?-VIS THE COMPANY

There are no pecuniary relationships or transactions of the non-executive independent director vis-?-vis the company for the period ending March 31, 2023.

49. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company for the year under review.

50. INFORMATION ABOUT HOLDING / SUBSIDIARIES /JOINTLY CONTROLLED OPERATIONS / ASSOCIATE COMPANY

The Company does not have any Holding and Associate Company as on March 31, 2023.

51. UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any money transferred to the Unpaid Dividend Account of a Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Fund established under subsection (1) of section 125 of the Act i.e. Investor Education and Protection Fund.

During the financial year, the Company was not liable to transfer any unclaimed dividends and corresponding shares thereto to IEPF.

52. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

2. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

3. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

4. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

5. The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

6. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries except sitting fees as entitled as a Non-Executive Directors in subsidiary Companies.

7. Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made.

8. None of the Directors of the Company have resigned during the year under review.

9. There was no revision of financial statements and Boards Report of the Company during the year under review.

53. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and cooperation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.

For and on behalf of the Board of Directors

For Bhagawati Gas Limited

Regd. Office:

Banawas, Khetri Nagar,
Jhunjhunu, Rajasthan-333504	Sd/-
CIN: U24111RJ1974PLC005789	Rakesh Samrat Bhardwaj
Date: August 29, 2023	Chairman & Managing Director
Place: New Delhi	DIN:00029757