gagan gases ltd share price Directors report

Dear Members,

Your Directors have pleasure in presenting the 37^th Annual Report together with Audited Financial Statement for the year ended on 31^st March, 2023.

Financial results (Rs. in lacs)

Sr	Particulars	2022-23	2021-22
1	Income from operation	221	290
2	Other income	236	1
3	Profit / (Loss) before interest, depreciation & Tax	257	39
4	Less : Interest	4	5
5	Depreciation	7	7
6	Taxation	59	21
7	Profit/ (Loss) during the year	187	6

Operations

The company has earned Net Profit of Rs 187 lac as against profit of Rs. 6 lac during previous year. The accumulated losses as on 31.3.23 are Rs 153 lacs as against Rs 340 lac of last year. The accumulated losses are on account of losses incurred in LPG business. At present the company is doing LPG cylinder filling for Reliance Petro Marketing Ltd. & the company is also selling LPG in its own cylinder. Because of prevailing market conditions, LPG business is not picking up inspite of best efforts and in future, business is not likely to pick up due to availability of CNG in the area. The other income include proceeds of sale of surplus land measuring 10000 sq mtr situated at Plot no 602, Sector 3, Pithampur, Distt Dhar (MP)-454774 for consideration of Rs. 2,35,73,160/- during the year.

Dividend.

In view of the accumulated losses, the Board of Directors regret to recommend any dividend for the year 2022-2023.

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

Directors responsibility statement

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

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

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

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

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

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

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

Remuneration paid to directors during 2022-2023.

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

Policy On Appointment and Remuneration of Directors & KMP

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

Extract of Annual Return

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

Audit and other Committees

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

Audit Committee comprises of following members :

Name of Member	Category	Designation
Shri Dinesh Kumar Randhar	Independent Director	Chairman
Shri Kalyan Prasad Maheshwari	Independent Director	Member
Shri B.S Rana	Director	Member

Stakeholder Relationship Committee comprises of following members :

Name of Member	Category	Designation
Shri Dinesh Kumar Randhar	Independent Director	Chairman
Shri Kalyan Prasad Maheshwari	Independent Director	Member
Shri B.S Rana	Director	Member

Nomination & Remuneration Committee comprises of following members :

Name of Member	Category	Designation
Shri Dinesh Kumar Randhar	Independent Director	Chairman
Shri Kalyan Prasad Maheshwari	Independent Director	Member
Shri B.S Rana	Director	Member

Code of conduct

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

RISK MANAGEMENT & MITIGATION

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

REPORTING OF FRAUD

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

Declaration of Independence

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

Public Deposits and disclosure

During the financial year 2022-23, your company has not accepted any deposit from public as such no amount of principal or interest was outstanding as on date of the Balance Sheet.

Statutory Auditors

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

Auditors Report, Accounting Standards and Policies

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

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2: The particulars required to disclose under section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 read with section 188(2) Annexure attached

Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the relevant extract of the Annual Return as at 31st March, 2023 is available on the Companys website www.gagangases.com.

Number of Board Meetings

Seven Board meetings were held during the financial year from 1st April, 2022 to 31st March, 2023.

Listing agreement

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

Material changes and commitment affecting financial position of the Company

There are no material changes or commitments occurring after 31^st March, 2023, which may affect the financial position of the Company which require disclosure.

Appointment and Re-appointment

During the year, Shri K.R Maheshwary, Director who retires by rotation is proposed to be reappointed. During the year, Smt. Rimjim Joshi has resigned as independent director of the company and Smt. Usha Shrivastava has been appointed as additional Independent Director of the Company in the meeting of board of directors held on 17/10/2022. Except above, there has no changes in the directorship of the company during the year.

Secretarial Auditor

Ms Heena Agrawal ACS (M.No.42736, CP No 16496) was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2022-23 as required under Section 204 of the Companies Act 2013 and rules made there under. The Secretariat Audit Report for the financial year 2022-23 is annexed and which forms part of this report.

Corporate Social Responsibility (CSR)

The company was not required to spend any amount on CSR activities in year 2022-23.

Personal Relations

Your company continues to enjoy cordial relations with its employees.

Conservation of Energy, Research & Development and Foreign Exchange Earning and Outgo

1. Conservation of energy : NIL

2. Technology absorption, adoption & innovation: NIL

3. Foreign exchange earning and outgo : NIL

Woman harassment

No case of woman harassment is reported.

Information for shareholders

Financial year 1^st April 2022 to 31^st March 2023

Annual General Meeting will be held on Friday, the 29^th September 2023, at the Registered Office of the Company at Plot no 40, Scheme no 78, Part 2, Vijaynagar, Indore (MP)-452010 at 10 AM. Date of Book Closure is 23rd Sept 2023 to 29^th Sept 2023 (both days inclusive) Listing of Stock Exchanges : The Equity shares of the Company are listed on BSE Mumbai. Annual listing fee has been paid to Bombay Stock Exchange.

Stock Code : BSE 524624.

Plant Location : The plant is located at Plot no 603, Sector 3, Pithampur, Distt. Dhar, MP-454774 Address for Correspondence : Gagan Gases Ltd, Plot no 603, Sector 3, Pithampur, Distt. Dhar, MP-454774 Registered Office : Plot No. 40, Scheme no 78, Part II, Vijaynagar, Indore, MP-452010. The company is having e-mail ID : gm@gagangases.com for Investor Grievance redressal. Companys Website : www.gagangases.com

For and on behalf of the Board of Directors

Gagan Maheshwary
Managing Director	DIN 00320425
Place: Indore
Dated: 10.08.2023