Dear Members,
Bhagawati Gas Limited Banawas, Khetri Nagar, Jhunjhunu-333504 Rajasthan
Your directors have pleasure in presenting their 51st Annual 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, 2025 as follows:
(All amounts in this report are presented in lacs, unless otherwise specified.)
FINANCIAL RESULTS
The Financial Performance of the Company for the financial year ended on March 31, 2025 is as follows:
| FY 2024-25 | FY 2023-24 | |
| Particulars | ||
| Gross Revenue | 435.62 | 142.22 |
| Total expenses | 347.54 | 132.44 |
Profit / (loss) before tax |
88.08 | 9.79 |
Tax expenses |
||
| Current tax | - | 2.20 |
| Deferred tax | 32.96 | 29.60 |
Tax on Earlier Year |
40.88 | - |
Total Tax Expense |
73.84 | 31.80 |
Profit After Tax |
14.24 | (22.01) |
Other comprehensive income Items that will not be reclassified to profit or loss (Net of Taxes) |
3.08 | 4.08 |
Total Comprehensive Income for the year |
17.31 | (17.93) |
RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS
Results of operations
Highlights of the Companys financial performance for the year ended March 31, 2025 are as under:
During the year under review, the company earned a revenue of Rs. 46.16/- and income from other sources is Rs. 389.46/- therefore the total Income of the Company was Rs. 435.62/- against Rs. 142,22- in the previous year. The Company has incurred a profit of Rs 14.23/- as compared to a loss Rs. (22.01)/- in the previous year. The company is hoping for better growth of Company and profits in the forthcoming years.
State of Comapanys Affairs
Bhagawati Gases Limited (BGL), the flagship of the Bhagawati Group and a company listed on the Bombay Stock Exchange, is a well-diversified enterprise with core expertise in industrial gases, wastewater treatment, renewable energy, contracting, and international trading.
Our manufacturing activities include the operation of large-tonnage air separation plants for the production of atmospheric industrial gases, along with the manufacturing of FRP pipes and composite products that cater to critical sectors such as oil & gas, water supply, and infrastructure.
With over three decades of research and hands-on experience, BGL has established itself as a pioneer in the bioremediation of wastewater and restoration of polluted water bodies. Our advanced biological solutions have successfully treated effluents in challenging industries such as chemicals, agrochemicals, pharmaceuticals, leather, textiles, and electroplating, offering sustainable alternatives where traditional methods failed.
BGL continues to strengthen its growth through strategic partnerships and collaborations. The Company is in advanced discussions with ONGC Limited for joint projects in rare gas extraction, geothermal initiatives, and carbon capture technologies, building on its proven expertise in cryogenics and green innovations. Additionally, discussions are underway for a collaboration with ONGC on the remediation of polluted water, reinforcing our commitment to environmental stewardship.
In line with our healthcare focus, BGL has also entered into an agreement with a Korean technology partner for the marketing of medical oxygen plants in India, enhancing our ability to serve hospitals and medical institutions with reliable and cost-effective oxygen solutions.
BGLs diverse operations, global partnerships, and innovation-driven strategy demonstrate its dedication to sustainable growth. As we expand our portfolio in healthcare, renewable energy, and environmental remediation, our vision remains clear to create value for stakeholders while contributing to a cleaner, greener, and healthier future.
CHANGE IN NATURE OF BUSINESS
There is no change in business of the Company for the year under review.
DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES
Your Company did not have any Subsidiary/Material Subsidiary/Joint Venture/Associate during the year under review. Hence the details of this clause are not applicable to the Company.
SHARE CAPITAL STRUCTURE OF THE COMPANY
AUTHORISED SHARE CAPITAL
The Authorised Capital of the Company as on March 31, 2025 stood at 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).
The Share Capital of the Company remained unchanged during the period under review.
DIVIDEND
During the financial year, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2025. There was no interim dividend declared during reporting period.
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 sub-section (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.
TRANSFER TO RESERVES
During the financial year, there was no amount transferred to any of the reserves by the Company.
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.
DEPOSITS
During the financial year ended March 31, 2025, 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 2024-25.
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
During the financial year 2024-25 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.
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- D" which forms part of the Directors Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
During the period under review, the following material changes and commitments have occurred between the end of the financial year and the date of this Report, which may affect the financial position of the Company:
Mr. Narendra Kumar Agarwal (DIN: 11210456) was appointed as an Additional Independent Director of the Company w.e.f July 28, 2025. His appointment is proposed to be regularized as an Independent Director in the Annual General Meeting.
Ms. Nidhi Babbar has been appointed as the Whole Time Company Secretary & Compliance Officer of the Company w.e.f July 04, 2025.
The Honble Supreme Court, vide order dated July 17, 2025, granted the Company an extension for completing pending compliances related to revocation of suspension. The Company has duly addressed the outstanding matters and is in the process of completing necessary regulatory requirements and procedures.
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.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition and Expertise
The Board of Directors of the Company comprises highly experienced professionals of repute and integrity, bringing with them diverse skills, expertise, and industry knowledge. The Board has an effective mix of Executive and Non-Executive Directors, enabling balanced decision-making and sound governance practices.
Position During the Financial Year 2024-25
During the financial year 2024-25, there was a temporary vacancy in the position of one Independent Director. As a result, the optimum composition of the Board, as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, could not be fully maintained for a part of the year. Notwithstanding this, the Board continued to discharge its functions effectively, with active participation from all members in Board and Committee meetings. The Executive Chairman provided strategic leadership, guided policy formulation, and extended full support to the Executive Directors, business heads, and associates.
Position After the Closure of the Financial Year
Subsequent to the closure of the financial year, the Company took corrective measures to regularize the composition of the Board. Accordingly, Mr. Narendra Kumar Agarwal (DIN: 11210456) was appointed as an Additional Independent Director on July 28, 2025. With this appointment, the Board and its Committees stand duly constituted in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
Commitment to Governance
The reconstituted Board now reflects the requisite balance of Executive, Non-Executive, and Independent Directors. The Directors actively contribute their expertise, ensuring transparency, accountability, and independence in the decision-making process. The Company remains committed to upholding the highest standards of corporate governance, with the Board providing strategic oversight and guidance in the best interests of all stakeholders.
Present composition and category of Directors and Key Managerial Personnel is as follows:
Name of Directors and Key |
Designation | Category | DIN/ PAN |
Managerial Personnel |
|||
| Mr. Rakesh Samrat Bhardwaj | Managing Director | Executive Director | 00029757 |
| Mrs. Shachi Bhardwaj | Director | Non-Executive Director | 07232850 |
| Mr. Vijay Gupta | Director | Non-Executive Independent Director | 10473091 |
| Mr. Nawal Joshi | Director | Non-Executive Director | 03292405 |
| Mr. Narendra Kumar Agarwal | Additional Director | Non-Executive Independent Director | 11210456 |
| Mr. Dayumn Bhardwaj | CFO | Chief Financial Officer | CDEPB0520P |
| Ms. Nidhi Babbar | Company Secretary | Whole- Time Company Secretary cum Compliance officer | AUIPD4897N |
The Companys Board of Directors comprises eminent individuals of proven competence, integrity, and professional standing. In addition to their extensive experience, the Directors bring with them strong financial acumen, strategic insight, and leadership capabilities. They demonstrate a high level of commitment to the Company by devoting adequate time to meetings, preparations, and deliberations, thereby contributing meaningfully to the governance and growth of the organization.
The Board meets at regular intervals to deliberate on matters relating to business strategy, policy formulation, and other key areas of governance. Each quarterly meeting includes comprehensive presentations on operational and financial performance, ensuring effective oversight and informed decision-making. Board and Committee meetings are pre-scheduled, and an annual calendar is circulated well in advance to facilitate meaningful participation by all Directors. In instances of special or urgent business requirements, approvals are sought either through resolutions passed by circulation or by convening meetings at shorter notice, in accordance with the applicable legal framework.
Retirement by Rotation-
Pursuant to the provisions of Section 152(6) of the Act read with the rules made thereunder and as per the Articles of Association of the Company Mr. Nawal Joshi (DIN: 03292405) 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.
Appointments and resignations
During the financial year under review, the Company witnessed important changes in its Board and Key Managerial Personnel, reflecting a phase of transition and strengthening of its governance framework which are detailed below:
Appointments & Regularizations
Mr. Vijay Gupta (DIN: 10473091), a seasoned professional, was inducted on the Board as a Non-Executive Additional Independent Director on June 6, 2024. His appointment was further regularized as an Independent Director at the 50th Annual General Meeting of the Company held on December 28, 2024, thereby strengthening the Board with his expertise and governance acumen.
Mr. Nawal Kishor Joshi (DIN: 03292405), a distinguished industry veteran with extensive leadership experience, was appointed as a Non-Executive Director at the 50th Annual General Meeting of the Company held on December 28, 2024. His induction reinforces the Companys commitment to strategic growth, transparency, and strong corporate governance.
Retirement & Resignations
Mr. Ganga Charan (DIN: 00387567) retired from the position of Independent Director of the Company with effect from September 29, 2024, upon completion of his second consecutive term in accordance with the provisions of the Companies Act, 2013.
Ms. Harshita Sharma resigned from the post of Whole Time Company Secretary and Compliance Officer of the Company with effect from September 30, 2024.
Changes after the Closure of the Financial Year
Mr. Narendra Kumar Agarwal (DIN: 11210456) was appointed as an Additional Independent Director of the Company w.e.f July 28, 2025. His appointment is proposed to be regularized as an Independent Director in the Annual General Meeting.
Ms. Nidhi Babbar has been appointed as the Whole Time Company Secretary & Compliance Officer of the Company w.e.f July 04, 2025.
With the aforesaid appointments, the composition of the Board of Directors and Key Managerial Personnel of the Company has been duly reconstituted and now stands in full compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015."
BOARD MEETINGS
During the Financial Year 2024-25, the Company held 7 Seven) 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
S.No. |
Date of Meeting | Board Strength | No. of Directors Present |
| 1. | 30.05.2024 | 3 | 3 |
| 2. | 06.06.2024 | 3 | 3 |
| 3. | 14.08.2024 | 4 | 4 |
| 4. | 18.10.2024 | 4 | 4 |
| 5. | 14.11.2024 | 3 | 3 |
| 6. | 02.12.2024 | 3 | 3 |
| 7. | 14.02.2025 | 4 | 4 |
ATTENDANCE OF DIRECTOR
Meeting of Board No |
Name of Director | Meeting of Board | Meeting of Committees of the Board | |||
| Number of meeting Held | Number of Meeting attendant | % | Number of meeting Held | Number of Meeting attendant | ||
1 |
Rakesh Samrat Bhardwaj | 7 | 7 | 100 | 5 | 5 |
2 |
Ganga Charan | 3 | 3 | 100 | 3 | 3 |
3 |
Shachi Bhardwaj | 7 | 7 | 100 | 4 | 4 |
4 |
Vijay Gupta | 5 | 5 | 100 | 5 | 5 |
5 |
Nawal Kishor Joshi | 1 | 1 | 100 | - | - |
COMMITTEES OF THE BOARD
The Committees of the Board are constituted to facilitate focused oversight in specific areas of governance and to support the Board in the effective discharge of its responsibilities. Each Committee operates within its defined terms of reference and plays a vital role in enhancing transparency, accountability, and efficiency in decision-making.
While the Corporate Governance requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, the Committees of the Board have been constituted in compliance with the provisions of the Companies Act, 2013. This ensures that the governance framework of the Company remains robust and aligned with the applicable statutory requirements.
During the year under review, all Committees of the Board functioned effectively and discharged their respective responsibilities with diligence. The Board has accepted all recommendations made by its Committees, thereby reinforcing the independence, objectivity, and effectiveness of the governance process.
Details of the various Committees, including their composition, terms of reference, number of meetings held, and attendance of members, are provided in the following sections of this Annual Report.
AUDIT COMMITTEE
During the financial year 2024-25, the Audit Committee of the Company was duly constituted and compliant with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 except for a part of the year.
Following the retirement of Mr. Ganga Charan w.e.f September 29, 2024 from the position of Independent Director and prior to the appointment of Mr. Vijay Gupta (w..e.f June 06, 2024), the optimal composition of the Audit Committee, as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, could not be fully maintained for that part period. Despite efforts made by the Company, a suitable candidate fulfilling the prescribed eligibility criteria could not be identified and appointed during the year.
During the year under review four (4) meetings of Audit Committee were held on
(i) May 30, 2024,
(ii) August 14, 2024,
(iii) November 14, 2024, and
(iv) February 14, 2025 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 2024-25 are as follows:
Sr. No. |
Name of Member(s) | Nature of membership | Numbers of the Meetings | % of attendance (C)=(B)/(A) | |
| Held during the year (A) | Attended (B) | ||||
1 |
Mr. Rakesh Samrat Bhardwaj | Member | 4 | 4 | 100 |
| 2 | Mr. Ganga Charan | *Chairman /Member | 2 | 2 | 100 |
| 3 | Mr. Vijay Gupta | **Chairman | 3 | 3 | 100 |
Note:
* Ceased to be Chairman with effect from June 06, 2024 **Chairman with effect from June 06, 2024
The meetings of Audit Committee are also attended by the Key Managerial Personnels (KMP), Statutory Auditors, Secretarial Auditor and Internal Auditor as Invitees.
The Audit Committee is entrusted with the responsibility of overseeing the Companys financial reporting process and ensuring the integrity of financial statements. Its primary functions include the review of quarterly, half-yearly, and annual financial statements, examination of the adequacy and effectiveness of the internal audit function, and discussion with the management on financial performance. The Committee also recommends the appointment or re-appointment of statutory auditors, fixation of audit fees, and reviews significant internal audit observations, related party transactions, and the Management Discussion & Analysis of financial condition and results of operations, along with matters relating to statutory compliance.
The Audit Committee serves as a vital link between the management, external auditors, internal auditors, and the Board of Directors, thereby facilitating an independent and transparent financial reporting mechanism.
In addition to the above, the Committee has also carried out such other functions as are prescribed under Section 177 of the Companies Act, 2013.
Audit Committee: Appointments and Reconstitution
Mr. Vijay Gupta (DIN: 10473091) was appointed as an Independent Director of the Company with effect from June 06, 2024 and was simultaneously appointed as a member and Chairman of the Audit Committee.
Mr. Ganga Charan (DIN: 00387567), Non-Executive Independent Director, ceased to hold the position of Chairman of the Audit Committee with effect from June 06,2024 but continued as a member until September 29, 2024.
Subsequent to the closure of the financial year, the Audit Committee was reconstituted in the Board Meeting held on July 28, 2025, wherein Mr. Narendra Kumar Agarwal (DIN: 11210456), Additional Independent Director of the Company, was appointed as a member of the Audit Committee with effect from the same date.
With the aforesaid appointment, the composition of the Audit Committee of the Company has been duly reconstituted and now stands in full compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Present Composition of the Audit Committee is as follows:
Name of the Director |
Position held in the Committee | Category of Director |
| Mr. Vijay Gupta | Chairman | Non- Executive Independent Director |
| Mr. Rakesh Samrat Bhardwaj | Member | Managing Director |
| Mr. Narendra Kumar Agarwal | Member | Non- Executive Additional Independent Director |
The Company Secretary acts as the Secretary to the Audit Committee.
The previous Annual General Meeting of the Company held on December 28, 2024 was attended by Vijay Gupta, Chairman of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
During the financial year 2024-25, the Nomination and Remuneration Committee of the Company was duly constituted and compliant with the requirements of Section 178 of the Companies Act, 2013 for a part of the year.
Subsequently, following the retirement of Mr. Ganga Charan from the position of Independent Director with effect from September 29, 2024, and prior to the appointment of Mr. Vijay Gupta with effect from June 06, 2024, the optimal composition of the Nomination and Remuneration Committee, as prescribed under Section 178 of the Companies Act, 2013, could not be fully maintained for that period. Despite the Companys best efforts, a suitable candidate meeting the prescribed eligibility criteria could not be identified and appointed during the year.
As on March 31, 2025, the Nomination and Remuneration Committee consists of two (02) members out of which Mr. Vijay Gupta is Non-Executive Independent Directors and Mrs. Shachi Bhardwaj is Non-executive director. The committee is chaired by Mr. Vijay Gupta (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) June 06, 2024,
(ii) December 28, 2024, 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 2023-24, are as follows:
SR. No |
Name of Member(s) | Designation | Numbers of the Meetings | % of attendance (C)=(B)/(A) | |
| Held during the year (A) | Attended (B) | ||||
1 |
Mr. Vijay Gupta | Chairman** | 1 | 1 | 100 |
2 |
Mrs. Shachi Bhardwaj | Member | 2 | 2 | 100 |
3 |
Mr. Ganga Charan | Chairman/Member* | 1 | 1 | 100 |
Note:
*Ceased to be Chairman with effect from June 06, 2024 **Chairman with effect from June 06, 2024
Nomination and Remuneration Committee: Appointments and Reconstitution
Mr. Vijay Gupta (DIN: 10473091) was appointed as an Additional Independent Director of the Company and simultaneously appointed as a member and Chairman of the Nomination and Remuneration Committee.
Mr. Ganga Charan (DIN: 00387567), Non-Executive Independent Director, ceased to hold the position Chairperson of the Committee with effect from June 06,2024but continued as a member until September 2025.
Subsequent to the closure of the financial year, the Nomination and Remuneration Committee was in the Board Meeting held on July 28, 2025, wherein Mr. Narendra Kumar Agarwal (DIN: 11210456), Independent Director of the Company, was appointed as a member of the Committee with effect from the date.
With the aforesaid appointment, the composition of the Nomination and Remuneration Committee, of the Company been duly reconstituted and now stands in full compliance with the applicable provisions of the Companies Act, 2013
Present Composition of the Nomination and Remuneration Committee is as follows:
Name of the Director |
Position held in the Committee | Category of Director |
| Mr. Vijay Gupta | Chairman | Non- Executive Independent Director |
| Mrs. Shachi Bhardwaj | Member | Director |
| Mr. Narendra Kumar Agarwal | Member | Non- Executive Additional Independent Director |
The previous AGM of the Company held on December 28, 2024 was attended by Mr. Vijay Gupta, 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:
As per the provisions of the Act and Listing Regulations, the Nomination and Remuneration Committee has laid down the evaluation criteria for performance evaluation of the Independent Directors. Performance evaluation of the Independent Directors was carried out by the Board and NRC, except the Director being evaluated, as per the Nomination and Remuneration Policy of the Company.
The NRC has devised criteria for performance evaluation of the Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter-se between Board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, integrity and maintenance of confidentiality, implementing best corporate governance practice etc., exercising independent judgment during board deliberations on strategy, performance, risk management, reporting on Frauds, compliance with the policies of the company etc., which is in compliance with guidance note issued by the Securities and Exchange Board of India and Institute of Company Secretaries of India and other applicable laws, regulations and guidelines.
Criteria for determining qualifications, positive attributes and independence of a director
In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Nomination and Remuneration Committee 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 experience, thought, 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 Companies Act, 2013, 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 Companies Act, 2013, the Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended from time to time.
Remuneration to Directors in Fiscal 2024-25
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 2024-25.
Given below are the details of remuneration paid to Directors during the financial year 2024-25 :
( 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 Bhardwaj |
96,000 | - | - | - | - | 9,6000 |
Mr. Nawal Kishor Joshi |
- | - | - | - | - | - |
| Non-Executive Independent Director | ||||||
Mr. Ganga Charan |
- | - | - | - | - | - |
Mr. Vijay Gupta |
30,000 | 30,000 | ||||
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 Section 178 of the Act and SEBI (LODR) Regulations. The Companys Remuneration Policy is available on the Companys website at www.bglgroup.in.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board has constituted a Stakeholders Relationship Committee to oversee and ensure the effective redressal of grievances of the security holders of the Company. The Committee is entrusted with the responsibility of addressing matters relating to transfer and transmission of securities, non-receipt of dividends, and such other issues as may be raised by security holders from time to time, thereby safeguarding their interests and strengthening investor confidence.
As on March 31, 2025, the Stakeholders Relationship Committee comprises three (3) members, namely:
Name of the Director |
Position held in the Committee | Category of Director |
Mr. Vijay Gupta |
Chairman | Non- Executive Independent Director |
Mrs. Shachi Bhardwaj |
Member | Non- Executive Director |
Mr. Rakesh Samrat Bhardwaj |
Member | Executive Director |
During the year, one (1) meetings of Stakeholders Relationship Committee was held on (i) March 07, 2025, which was duly attended by all the Committee members.
SR. No |
Name of Member(s) | Designation | Numbers of the Meetings | % of attendance (C)=(B)/(A) | |
| Held during the year (A) | Attended (B) | ||||
| 1 | Mr. Vijay Gupta | Chairman** | 1 | 1 | 100 |
| 2 | Mr. Rakesh Samrat Bhardwaj | Member | 1 | 1 | 100 |
| 3 | Mrs. Shachi Bhardwaj | Member | 1 | 1 | 100 |
| 4 | Mr. Ganga Charan | Member/Chairman* | 0 | 0 | - |
Note:
Stakeholders Relationship Committee: Appointments and Reconstitution
During the year under review, Mr. Ganga Charan (DIN: 00387567), Non-Executive Independent Director, ceased to hold the position of Chairman of the Committee with effect from June 6, 2024, and continued as a member until September 29, 2024, being the date of his retirement from the directorship of the Company.
Further, with effect from June 6, 2024, Mr. Vijay Gupta (DIN: 10473091) was appointed as an Additional Independent Director of the Company and was simultaneously inducted as a member and Chairman of the Committee.
Present Composition of the Stakeholders Relationship Committee is as follows:
Name of the Director |
Position held in the Committee | Category of Director |
Mr. Vijay Gupta |
Chairman | Non- Executive Additional Independent Director |
Mrs. Shachi Bhardwaj |
Member | Director |
Mr. Rakesh Samrat Bhardwaj |
Member | Managing Director |
In compliance with the provisions of Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had designated Whole-time Company Secretary, as the Compliance Officer of the Company for the purpose of monitoring investor complaints and ensuring compliance with the applicable laws.
The previous AGM of the Company held on December 28, 2024 was attended by Mr. Vijay Gupta, Chairman of the Stakeholders Relationship Committee.
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 2024-25, is as follows:
Particulars |
Number of Complaints |
| Pending at the beginning of the financial year | Nil |
| Received during the financial year | 1 |
| Disposed during the financial year | 1 |
| Remaining unresolved as on March 31, 2025 | Nil |
MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors met on August 14, 2024, without the attendance of Non-Independent Directors and members of the management inter-alia, to:
Review the performance of Non-Independent Directors and the Board as a whole.
Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors.
Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 134(3)(d) of the Act, the Company has received individual declarations from every Independent Director under Section 149(6) of the Act and regulation 16(1)(b) the Listing Regulations confirming that that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs.
The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Act read with the rules made thereunder and the Listing Regulations.
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 in various fields, they also bring Independent Judgment 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 Familiarization Programme are available on the Companys website www.bglgroup.in
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.
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, 2025 is available on website of the Company at www.bglgroup.in
DIRECTORS DISCLOSURES
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, 2025, 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 2024-25 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.
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.
CREDIT RATING
There are no outstanding loans and advances on your company. Hence, this Provision is not applicable to your Company.
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.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provision of Section 135 of the Companies Act 2013 is not applicable on the company.
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 1000listed 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 Limited is 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.
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.
AUDITOR
STATUTORY AUDITORS
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 48th Annual General Meeting (AGM) of the company for a period of five consecutive years commencing from the conclusion of the 48thAnnual General Meeting (AGM) of the Company till the conclusion of the 53rdAnnual 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).
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:
1. Advances Given by the Company Considered Doubtful for recovery & non recognition of Expected Credit Loss (ECL) as per IND AS 109:
The Company provided Advances for property amounting to Rs. 79.10 Lacs and Advances to Material and Service providers amounting to Rs. 226.50 Lacs these advances are outstanding since long time without any partial recovery, raising significant doubt regarding their recoverability. Furthermore, in the case of advances to material and service providers, no agreements or supporting documentation such as copies of purchase/work orders were available on record to substantiate the purpose or terms of such advances.
Therefore, we are unable to comment on the consequential impact of the same if any on the statement because of uncertainty about recoverability of these advances.
Due to the prevailing uncertainties regarding the recoverability and settlement of these balances recognition of provision for expected credit loss was considered necessary in accordance with Ind As-109. However, in the absence of a formally documented Expected Credit Loss (ECL) policy or assessment to evaluate the collectability of these balances, no provision has been made. Consequently, we are unable to determine the potential impact, if any, of non-recognition of such provision on the accompanying financial statements.
2. Bank Statement not available on record:
During the course of audit, company has not provided bank statement and confirmation of the current status of ICICI Bank Account having a balance of Rs. 0.53 Lacs shown as part of cash and cash equivalents as on 31st March 2025. Accordingly, we are unable to comment upon the consequential impact, if any, on the statement.
Our report for year ended 31st March 2024 was also qualified in this matter.
3. Disputed Payable Relating to Machinery Purchase:
The financial statements contain an amount of Rs. 235.23 lacs under Other Payables relating to the purchase of machinery, as informed by the management. The management has stated that this amount has been under dispute since 1994. However, no documents regarding the dispute were provided to us. Therefore, we are unable to comment on the possible impact, if any, of this matter on the financial statements.
Our report for year ended 31st March 2024 was also qualified in this matter.
4. No records of confirmation related to liabilities:
The Company has not provided us with external balance confirmations in respect of borrowings amounting to Rs. 27.00 Lacs and Other payables amounting to Rs. 4.96 Lacs.
Therefore, we are unable to comment on the existence, accuracy, and completeness of these balances. These amounts have remained outstanding for a long period, and there exists an uncertainty regarding their ultimate settlement. Consequently, we are unable to determine the potential impact, if any, on the accompanying financial statements.
5. No reconciliation available for Income Tax Receivable:
The Company has recognized Income Tax Receivable under current tax asset amounting to Rs. 60.63 Lacs. However, no year-wise working or reconciliation supporting the said balance was made available to us for verification. The management could only provide details of tax receivable for the following assessment years:
Assessment Year |
Amount of Tax Receivable (Rs. in Lacs) |
2024-25 |
5.53 |
2025-26 |
6.75 |
Accordingly, we are unable to verify and comment on the existence, accuracy, and completeness of the balance tax receivable amounting Rs.48.35 Lacs. In the absence of such evidence, we are unable to determine the potential impact, if any, on the accompanying financial statements.
6. Based on our examination, the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31, 2025 which does not has a feature of recording audit trail (edit log) facility. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention. Company has not preserved audit trail for the financial year ended March 31, 2025.
7. According to the information and explanation given to us and the records produced to us for our verification, undisputed statutory dues, including goods and services tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited by it with the appropriate authority subject to point no. 2 and 3 of other matter paragraph included in our main audit report.
There were no undisputed amounts payable in respect of goods and services tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues in arrears as at 31st March, 2025 for a period of more than six months from the date they became payable except as stated below:
| Nature of the Statute | Nature of Dues | Amount in Rs. | Period to which Amount relates | Due date | Date of Payment |
Service Tax (Indirect Tax) |
Service Tax | 1,96,853 | Opening Balance, and April 2017 to June 2017 | 6th of Succeeding month | Not paid |
TDS (Direct Tax) |
TDS | 2,46,300 | Multiple Years till 31st March 2025 |
Note: TDS demand has been taken as per Traces Portal
(b) According to the information and explanations given to us and the records produced before us for our verification, the following statutory dues have not been deposited on account of disputes:
| Nature of the Statute | Nature of Dues | Amount in Rs. | Period to which Amount relates | Due date | Date of Payment |
Income Tax |
Sec 143(1) of the income tax act 1961 | 3,47,04,003 (Tax+ Interest) | AY 2007 | - | Not paid- Disputed |
Income Tax |
Sec 143(1) of the income tax act 1961 | 28,02,232 (Tax+ Interest) | AY 2008 | - | Not paid- Disputed |
REPLY BY MANAGEMENT ON AUDITORS QUALIFIED OPINION:
In respect of above stated qualifications, your directors would like to clarify the following:
1. Advances Considered Doubtful & Non-Recognition of ECL
The management acknowledges that certain advances towards property and to material/service providers have been outstanding for a long period. Efforts are being made to reconcile and recover these balances, and legal/settlement options are also under consideration. Since these amounts are under review and negotiation, the Company has not made provision for Expected Credit Loss (ECL) at this stage. The management is in the process of formulating an ECL policy to ensure compliance with Ind AS-109 going forward.
2. Bank Balance Confirmation:
We are in the process of obtaining the Bank Balance Confirmation from the relevant bank for the amount of Rs. 0.53 (in lacs) included under cash and cash equivalents as of March 31, 2025. We will ensure that the balance is confirmed, and any necessary adjustments will be made accordingly.
3. 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.
4. Balance Confirmations of Borrowings & Other Payables
External confirmations in respect of borrowings and other payables could not be obtained during the audit. The management confirms that these balances are subject to reconciliation and discussions with the respective parties. Appropriate action will be taken in due course to either settle or write back these balances as per applicable law.
5. Income Tax Receivable Non-Availability of Reconciliation
The Company has recognized tax receivables of Rs. 60.63 Lacs under current assets. Detailed reconciliation for only certain assessment years was available at the time of audit. The management is in the process of preparing a comprehensive reconciliation statement for all years and will submit the same to auditors in the next reporting cycle. The Company is committed to maintaining proper records and supporting documents for all tax-related matters.
6. Audit Trail
The Company acknowledges that its accounting software for FY 2024-25 did not have an audit trail facility as required under Rule 3(1) of the Companies (Accounts) Rules, 2014. This lapse has been noted, and compliant software will be adopted going forward.
7. Statutory Dues
With respect to statutory dues, the Company has generally been regular in deposits; however, certain amounts remain outstanding:
Service Tax of 1,96,853 (April June 2017 and opening balance), TDS of 2,46,300 (multiple years till March 31, 2025), and Income Tax demands of 3,47,04,003 (AY 2007) and 28,02,232 (AY 2008), which are under dispute.
The Company is taking steps to resolve these matters and ensure timely compliance in future.
Note: Remaining abovementioned remarks are also coming in the Report of Secretarial Audit so to avoid delicacy your board clarifies 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 accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on May 30, 2024, re-appointed M/s Deepak Arora & Associates, Company Secretaries in Practice, as the Secretarial Auditor of the Company for the Financial Year 2024 25. Further, at its meeting held on July 04, 2025, the Board appointed M/s ATCS & Associates, Company Secretaries in Practice, Jaipur, as the Secretarial Auditor of the Company for the first term of five consecutive years for the Financial Years 2025 2026 to 2029 2030
SECRETARIAL AUDITORS REPORT
A Secretarial Audit Report issued by M/s Deepak Arora & Associates, Company Secretaries in Practice, in respect of the secretarial audit of the Company for the financial year ended March 31, 2025, is given in Annexure-E and Secretarial Compliance Report of the Company and it carries the following qualifications:
1. During the period under review the composition of Board of the Company is not duly constituted cxept for the part of the year 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. Furthermore, subsequent to the closure of the financial year, Mr. Narendra Kumar Agarwal (DIN: 11210456) has been appointed as an additional Independent Director of the Company to ensure compliance with the proper constitution of the board and its committees. After that the composition of Board and Committee of the Company is duly constituted.
3. Company has its functional Website but it is not maintained as per the requirement of the Act and SEBI Guidelines during the period under review.
4. Delisting and Compliance Status:
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.
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.
The company had previously appealed before SAT, Mumbai, against the order dated May 11, 2018, which delisted the company under Regulation 22(2) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, seeking condonation of delay. This appeal was rejected and dismissed by SAT on November 11, 2019. Subsequently, the company filed a civil appeal against SATs order before the Supreme Court
Further, during the period under review, the Company received an order from the Honorable Supreme Court directing the submission of an undertaking by the authorized officer by March 18, 2024.
In response to the Supreme Court order dated February 19, 2024, in Civil Appeal No. 335-336 of 2020, the Company submitted an undertaking on March 7, 2024, committing to comply with all required norms within 90 days to BSE Limited. Upon meeting these compliances, the Companys status will change from "Delisted" to "Listed."
In accordance with communication to BSE dated May 29, 2024, the Company was required to complete pending formalities for the revocation of suspension by June 17, 2024, within the 90-day from the date of order. The Company diligently submitted an application with most of the required information, annexures along with fees and fines on and before June 17, 2024. Subsequently, the Companys request for an extension to BSE on June 18, 2024, was declined by BSE. However, in a communication dated June 24, 2024, BSE highlighted several outstanding compliances, incomplete shareholding patterns, and website stating the due to the Companys non-compliance with the Supreme Court order, its securities will remain compulsorily delisted from the Exchange platform. Further, the company has requested the extension from Honorable Supreme Court.
After the closure of the Financial Year, the Company received an extension from the Honorable Supreme Court on July 17, 2025. In compliance with the said order, the Company has addressed all pending matters. 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 in XBRL Mode 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 December 28, 2024 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 XBRL Mode in term of Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 (as amended).
f. We have not found 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.
g. As per Regulations 3(5) and 3(6) of the SEBI (PIT) Regulations, 2015, the company is required to maintain a Structured Digital Database (SDD) for tracking the sharing of UPSI. It has been observed that this compliance has not been ensured.
Reply by Board:
In respect of above stated qualifications, your directors would like to clarify the following:
We acknowledge the auditors note on the composition of our Board, Audit Committee, and Nomination and Remuneration Committee not meeting the requirements of the Companies Act, 2013, and SEBI regulations. To address this, Mr. Narendra Kumar Agarwal (DIN: 11210456), ensuring compliance with all statutory provisions post the financial year closure.
We acknowledge the auditors observation regarding the maintenance of our Companys website not following the requirements of the Companies Act and SEBI Guidelines during the financial year under review. We are pleased to inform stakeholders that after the closure of the financial year, the Company has updated and maintained the website as per the required standards.
The Board respectfully submits that the Company has been actively pursuing legal and regulatory remedies against the compulsory delisting of its securities by BSE Limited. In compliance with the Honble Supreme Courts order dated February 19, 2024, in Civil Appeal No. 335 336 of 2020, the Company submitted the required undertaking on March 7, 2024, and thereafter diligently filed the application for revocation of suspension along with the requisite information, annexures, fees, and fines. While BSE initially declined the Companys request for extension, the Honble Supreme Court, vide order dated July 17, 2025, granted further time to complete the pending compliances. Pursuant to the said order, the Company has addressed the outstanding matters.." The Company is committed to completing the remaining compliances to facilitate the eventual restoration of active trading in its securities.
Further, we acknowledge the non-compliance with certain SEBI Regulations, including Regulations 13(3), 29, 31, 33, 44 and 47 of the SEBI (LODR) Regulations, 2015, as well as Regulations 31(2) and 76 of the SEBI (Depositories and Participants) Regulations, 2018. The Company is committed to addressing these matters and ensuring full compliance with all applicable SEBI regulations.
The software for the Structured Digital Database (SDD) was procured after the closure of the financial year. We are currently in the process of implementing the same to ensure effective functionality. We assure you that full compliance with the relevant provisions will be achieved shortly.
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 30th June, 2014. Therefore, no appointment was made of the Cost Auditor to carry out the Cost Audit for the financial year ended March 31, 2025 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 2024-25 as 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 2025-2026vides Board Resolution dated May 30, 2025.
REPORTING OF FRAUD BY AUDITORS
During the Financial year 2024-25, 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.
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, 2025, as per the certificate given by RTA.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
In accordance with the requirements of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, read with SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002, a Reconciliation of Share Capital Audit is required to be carried out by a Practicing Company Secretary on a quarterly basis. The objective of the audit is to reconcile the total admitted capital with the records of the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), with the total issued and listed capital of the Company. The audit further confirms that the total issued and paid-up share capital is in agreement with the aggregate of the total number of shares in physical form and those held in dematerialized form with NSDL and CDSL.
The report of such audit is required to be submitted to the Stock Exchanges where the Companys shares are listed.
During the year under review, the Company was not in compliance with the aforesaid requirement, as the shares of the Company continued to remain delisted and trading of its securities was not available on BSE Limited. Consequently, the Company also did not have access to the Listing Centre of BSE Limited for making the necessary submissions.
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 2024-25. 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 fosters 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 2024-25. A declaration to this effect, signed by the CEO & Director of the Company is annexed herewith as Annexure-B and forms part of this Report.
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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY
During the financial year under review, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future except in connection with the ongoing proceedings relating to Civil Appeal No. 335 336 of 2020 before the Honble Supreme Court. In this matter, the Court, vide its order dated July 17, 2025, granted the Company an extension of 30 days to complete the pending compliances with BSE Limited for revocation of delisting/suspension.
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 responsible for redressal of complaints related to sexual harassment at the workplace.
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 of during the year 2024-25:
No. of Complaints received: NIL No of complaints disposed of: NIL
MATERNITY BENEFITS
The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017. All eligible women employees are entitled to maternity benefits, including paid leaves, as prescribed under the law.
The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling workplace that encourages work-life balance and facilitates a smooth transition during and after maternity.
No complaints or grievances relating to maternity benefits were reported during the financial year 2024-25.
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.
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.
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.
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.
COMPULSORY DELISTING OF EQUITY SHARES OF THE COMPANY
The equity shares of the Company were compulsorily delisted by BSE w.e.f. May 11, 2018, due to non-payment of listing fees and non-compliances.The Company filed appeals before SAT (dismissed on November 11, 2019) and thereafter before the Honble Supreme Court, where the matter is under consideration.
During the year under review, the Honble Supreme Court, vide order dated February 19, 2024, directed the Company to submit an undertaking, which was duly filed on March 07, 2024, committing to complete pending compliances within 90 days. The Company filed its application with requisite documents, annexures, fees, and fines by June 17, 2024; however, BSE pointed out certain deficiencies and declined the request for extension.
On further appeal dated April 30, 2025, the Honble Supreme Court, vide order dated July 17, 2025, granted an additional 30 days, within which the Company submitted all required compliances by August 07, 2025. The Company remains committed to fulfilling the balance requirements to enable restoration of active trading in its securities.
DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON-EXECUTIVE INDEPENDENT DIRECTOR
There are no pecuniary relationships or transactions of the non-executive independent director vis-?-vis the company for the period ending March 31, 2025.
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. There was no revision of financial statements and Boards Report of the Company during the year under review.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance and co-operation 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 |
Sd/- |
| For Bhagawati Gas Limited | Rakesh Samrat Bhardwaj |
Regd. Office: |
Chairman & Managing Director |
| Banawas, Khetri Nagar, Jhunjhunu, Rajasthan-333504 | DIN:00029757 |
| CIN: U24111RJ1974PLC005789 | |
Date: August 14, 2025 |
|
Place: New Delhi |
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