Rajasthan Gases Director Discussions


Dear Shareholders,

Your Directors have pleasure in presenting the 30th Annual Report together with the audited statement ofAccounts for the year ended 31st March, 2023.

OPERATIONS

The Summarized financial highlights of the Company are as under

Particulars

For the year ended 31.03.2023 For the year ended 31.03.2022 For the year ended 31.03.2022

Income from operation

- - 2440000.00

Other Income

- - -

Total Income

- - 2440000.00

Total expenditure

10330930.00 4315570.00 3480600.98

Operating Profit / (Loss)

(10330930.00) (4315570.00) (1040600.98)

Depreciation

- - -

Provision for taxation

- - -

Profit / (Loss) after tax

(10330930.00) (4315570.00) (1040600.98)

Balance Carrier Forward from Last year

(7950550.84) (3634980.84) (2594379.86)

Reduction of Paid up Capital as per NCLT

- - -

Balance Carried to Balance Sheet

(18281480.84) (7950550.84) (3634980.84)

PERFORMANCE IN THE YEAR UNDER REVIEW

Your Companys Trading businesses have reported an encouraging performance for the year ended 31st March 2023. During the financial year 2022-23, your company wants able to run full trading business at fullest capacity. The Company has planned to infuse capital from investors via allotment of convertible warrants.

DIVIDEND

To strengthen the financial position of the Company and to augment working capital the directors of the company regret to declare any dividend in the financial year under review.

RESERVESAND SURPLUS

The current year loss of Rs 103.31 lakhs has been added to the Surplus at the beginning of the year of Rs. (79.51) lakhs and the Surplus aggregates to Rs. (182.81) lakhs at the end of the year.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the StatutoryAuthorities concerned.

INTERNAL CONTROL SYSTEMSAND THEIRADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. Such internal financial controls over financial reporting are operating effectively and the Statutory AuditorhasalsoexpressedtheiropiniononthesameintheAnnexuretotheAuditorsReport.

WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy (the "WB Policy") with a view to provide vigil mechanism to Directors, Employees and other Stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The WB Policy also states that this mechanism provides for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The WB Policy has been posted on the website of the Company and the details of the same are provided in the Report on Corporate Governance forming part of thisAnnual Report.

During the year under review, pursuant to the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 (the "Insider Trading Amendment") dated December 31, 2018 (together, the "Insider Trading Regulations"), the said policy got modified to the effect of insertion of leakage of Unpublished Price Sensitive Information (UPSI).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

The Company has a Prevention of Sexual Harassment Policy in force in compliance with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and congenial work environment where employees deliver their best without any inhibition, threat or fear. The Company has Zero Tolerance to any form of harassment especially if it is sexual in nature. The complaints filed under the Policy are reported to the Audit Committee at its quarterly meetings with details of action taken thereon.

BOARD OF DIRECTORS:

Mr. Pradeep Kishangopal Mundra (DIN: 06947188) Director retires by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting ("AGM"); and all the other the provisions of Section 149 of the Companies Act, 2013, Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been complied with and the information on the particulars of the Directors proposed for re-appointment has been given in the Notice of theAnnual General Meeting.

Ms Gauri Bhagat (DIN: 06950001) Director retires by rotation and being eligible, has offered herself for re-appointment at the ensuing Annual General Meeting ("AGM"); and all the other the provisions of Section 149 of the Companies Act, 2013, Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been complied with and the information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.

Board andAudit Committee Meetings:

During the FY 2022-23, the following FIVE (5) Board Meetings and Audit Committee Meetings were held on:

30thH May 2022 06th July 2022 13thAugust, 2022 14th November 2022 13th February 2023

Time gap between any two meetings was not more than one hundred twenty (120) days. The full details of the said meetings are given in the Report on Corporate Governance forming part of this Annual Report.

Appointment criteria and qualifications:

The Nomination and Remuneration Committee shall identify and ascertain the integrity, qualifications, expertise and Experience of the person for appointment as Director, Key Managerial Personnel ("KMP") or at Senior Management level and recommend the same to the Board for appointment, if found suitable;

A person should possess adequate qualifications, expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whether qualifications, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position; and The Company shall not appoint or continue the employment of any person as Managing Director/ Whole time Director who has attained the age of seventy years, provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice or such motion indicating the justification for extension of appointment beyond seventy years.

Meeting of Independent Directors:

There should be at least one meeting of Independent Directors in a year, without the attendance of non-independent Directors and members of the Management.

The Independent Directors in the meeting:

Review the performance of non-independent Directors including Managing Director & CEO and the Board as a whole;

Review the performance of the Chairperson of the Company, taking into account the views of executive Directors and Non-executive Directors; and

Assess the quality, quantity and timeliness of the flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Policy of DirectorsAppointment and Remuneration

Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered under Nomination and Remuneration Policy. Further, information about elements of remuneration package of individual directors is provided in the extract ofAnnual Return as provided under Section 92(3) of theAct, in prescribed form MGT-9 annexed with this report and forms part of this Report.

Board Evaluation

(i) Performance Evaluation of the Independent Directors and Other Individual Directors:

The Company has framed a policy for Appointment of Directors and Senior Management and Evaluation of Directors Performance ("Board Evaluation Policy"). The said policy sets out criteria for performance evaluation of Independent Directors, other Non- Executive Directors and the Executive Directors. Pursuant to the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 ("Listing Regulations"), the Board carries out the performance evaluation of all the Directors (including Independent Directors) on the basis of recommendation of the Nomination and Remuneration Committee and the criteria mentioned in the Board Evaluation Policy. The Board decided that the performance evaluation of Directors should be done by the entire Board of Directors excluding the Director being evaluated and unanimously agreed on the following assessment criteria for evaluation of Directors performance:

Attendance and active participation in the Meetings; Bringing ones own experience to bear on the items for discussion; Governance coveringAwareness and Observance; and Value addition to the business aspects of the Company.

(ii) Performance Evaluation of Executive Director:

The performance of the Managing Director & CEO is evaluated on the basis of achievement of performance targets/ criteria given to him by the Board from time to time.

(iii) Performance Evaluation by the Board of its own performance and its Committees:

The performance of the Board is evaluated by the Board in the overall context of understanding by the Board of the Companys principle and values, philosophy and mission statement, strategic and business plans and demonstrating this through its action on important matters, the effectiveness of the Board and the respective Committees in providing guidance to the management of the Company and keeping them informed, open communication, the constructive participation of members and prompt decision making, level of attendance in the Board meetings, constructive participation in the discussion on the Agenda items, monitoring cash flow, profitability, income & expenses, productivity & other financial indicators, so as to ensure that the Company achieves its planned results, effective discharge of the functions and roles of the Board etc. The performance of the Committees is evaluated by the members of the respective Committees on the basis of the Committee effectively performing the responsibility as outlined in its Charter, Committee meetings held at appropriate frequency, length of the meetings being appropriate, open communication & constructive participation of members and prompt decision-making, etc.

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in the circumstances which may affect their status as Independent director during the year.

Evaluation of Individual and Independent Director

The performance of the Independent Directors as well as Individual Directors including the Chairman of the Board were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

The Board and the Nomination and Remuneration Committee 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.

In a separate meeting of independent directors, performance of non-independent directors, of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors were also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2023 and state that :

a. In the preparation of annual accounts for the financial year ended 31stMarch 2023, the applicable accounting standards have been followed;.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit and loss of the Company for the year under review;

c. The Directors has 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. The Directors has prepared the annual accounts for the financial year ended 31st March 2023, on a going concern basis;

e. The Directors has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively and f. There is proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

STATUTORYAUDITORS

M/s. R.K. Malpani & Associates, Chartered Accountants Firm Reg. No. 002759C, retire at the conclusion of the forthcoming Annual General Meeting 2024. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the CompaniesAct, 2013. Your Directors recommend their re-appointment.

INDEPENDENTAUDITORS REPORT

There is no qualification in the Independent Auditors Report has pointed out. Your directors wish to state that due to cash flow constraints, there are some disqualifications, reservations or adverse remarks or disclaimers inAuditors Report.

SECRETARIALAUDIT

Pursuant provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Rupa Gupta, Practicing Company Secretary in practice to undertake the SecretarialAudit of the Company.

SECRETARIALAUDITORS REPORT

The Company appointed M/s Rupa Gupta, Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2022-23. The report of the Secretarial Audit for the financial year 2022-23 in FORM MR-3 is annexed to this report herewith as "Annexure -5" and forms part of this report. There are No disqualifications, reservations or adverse remarks or disclaimers in SecretarialAuditors Report.

COSTAUDIT REPORT

Cost Audit Report for the FY 2022-23 is not mandatory, as a best Corporate Governance practice, Board on the recommendation of theAudit Committee, internal auditors is also conduct work as Cost Auditor of the Company for the FY 2022-23.

AUDIT COMMITTEE

Details of Composition of Audit Committee are covered under Corporate Governance Report annexed with this report and forms part of this report. Further, during this year all the recommendations of theAudit Committee have been accepted by the Board.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any, noticed by them in the Company, which could adversely affect companys operations. It is posted on the website of the Company. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported by employees/directors till date. The policy has been uploaded on the Companys website www.rajasthangasesltd.com

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of theAct and Rules framed there under either to the Company or to the Central Government.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-1"

SUBSIDIARY,ASSOCIATEAND JOINT VENTURE COMPANIES

There were no other changes in the subsidiary, associate and joint venture companies which were reported earlier as "Annexure-2"

RELATED PARTY TRANSACTIONS

All the contracts/ arrangements/ transactions that were entered into by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material, requiring approval of the Board/shareholders, in accordance with the policy of the Company on materiality of related party transactions. All Related Party Transactions are placed before the Audit Committee for approval. The policy on Related Party Transactions as approved by the Board is available on the website of the Company. None of the Directors of the Company has any pecuniary relationships or transactions vis-?-vis the Company. The requisite details are given in Form AOC 2 is annexed herewith as

"Annexure -3".

EXTRACT OFANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 has been annexed with this report and forms part of this report as "Annexure-4" and the same is available on the Companys website.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made there-under with subsequent amendments thereto, in respect of employees of as shown below:

a. Employed throughout the year and in receipt of remuneration aggregating to Rs.1,02,00,000 or more - Nil

b. Employed for part of the year and in receipt of remuneration of Rs.8,50,000 or more per month - Nil

Note: Remuneration includes salary and value of perquisites and nature of employment is Contractual.

MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (with subsequent amendments thereto) is annexed with this report and forms part of this report as "Annexure-6"

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the CompaniesAct, 2013 are given in notes to the financial statements.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses. Your Company appeals its Shareholders, who are yet to register the E-mail addresses that they take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a Greener environment.

CORPORATE GOVERNANCE

Your company reaffirms its commitment to good corporate governance practices. The company complies with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance which forms a part of this Report has been annexed herewith as "Annexure-7"

The Managing Director cum Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSIONANDANALYSIS

The core business of the company is Trading and developers sector. The management discussion and analysis given below discusses the key issues of the Trading and developers sector. The Report on Management Discussion and Analysis which forms a part of this Report has been annexed herewith as "Annexure-8".

SHARE CAPITAL

During the year under review the Authorized Share Capital of the company was 20,00,00,000 (Twenty Crores) Equity Shares of Rs. 3/- each and Issued, Subscribed and Paid-up Share Capital was 5373800 shares of Rs. 03/- each.

In the 28thAnnual General Meeting of Members of company held on Tuesday, August 31, 2021, members approved the modification in Authorised Capital from existing Rs. 6,00,00,000 (Rupees Six crores) divided into 60,00,000 (Sixty Lakhs) Equity Shares of Rs.10/- each to Rs 60,00,00,000 (Rupees Sixty Crores) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs. 3/- each.

In the 28thAnnual General Meeting, Members also approved the preferential allotment of, upto 10,00,00,000 (Ten crores) convertible warrants (Warrants) at a conversion price of Rs.4 /- per warrant (including Rs. 1/- as security premium) to the proposed allottees under Non Promoter category (Public).

TRANSFER OFAMOUNTS TO INVESTOR EDUCATIONAND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and companys operations in future.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIESACT, 2013

The information required pursuant to rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report. However, as per the first proviso to section 136(1) and second proviso of rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and the financial statements are being sent to the members of the Company excluding statement of particulars of employees under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any member is interested in obtaining the copy of the said statement may write to the Company Secretary in advance.

Familiarization Program of the Independent Directors

Periodic presentations are made by Senior Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent directors.

The Company has no public deposits as of date and will not accept any deposits without prior approval of the StatutoryAuthorities concerned

Prevention Of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

Development in Human Resources / Industrial Relations

The Company recognizes that the Employees are the most valuable resource and endeavors to empower its employees to meet business excellence while meeting their career aspirations. It continues to focus on progressive employee relation, policies and building high performance culture with the growth mindset where employees are engaged, productive and efficient. Industrial relations were cordial throughout the year.

Cautionary Statement

Management Discussion and Analysis forming part of this Report is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

Adoption On INDAS

These are the Companys first Financial Statement prepared in accordance with INDAS. The Company has adopted INDAS as notified by the Ministry of Corporate Affairs w.e.f 1st April, 2017. The adoption of INDAS has been carried out in accordance with INDAS 101, "First Time Adoption of IndianAccounting Standards".

Annexure to this Report

The following are the annexure to this report:

i. Conservation of energy, technology absorption, Research and development and foreign exchange earnings and outgo inAnnexure -1.

ii. Statement containing salient features of the financial statement of associate company (Form AOC - 1) inAnnexure -2.

iii. FormAOC - 2 inAnnexure - 3. iv. Extract ofAnnual Report (Form MGT-9) inAnnexure - 4. v. SecretarialAudit Report (Form MR-3) inAnnexure -5. vi. Particulars of Remuneration inAnnexure -6 vii. Corporate Governance Report inAnnexure-7 viii. Management DiscussionAndAnalysisAnnexure -8

ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication.

On behalf of the Board of Directors

Sd/- Sd/-
Nikhilesh Khandelwal Gauri Bhagat
Managing Director Director
DIN : 06945684 DIN : 06950001

Place: Mumbai

Dated: 11.08.2023