Gagan Gases Ltd.

Dear Members

Your Directors have pleasure in presenting the 31^st Annual Report togetherwith audited accounts for the year ended on 31^st March 2017.

OPERATIONS

The company has earned net profit of Rs 11 lac as against profit of Rs.12 lac duringprevious year. The accumulated losses as on 31.3.17 are Rs 347 lacs as against Rs 358 oflast year. The accumulated losses are on account of losses incurred in LPG business. Thereis revival of LPG business in a small way because of the recent change of policy inselling LPG by Govt owned oil companies. At present the company is doing LPG cylinderfilling for Reliance Petro Marketing Ltd

DIVIDEND.

In view of the accumulated losses the Board of Directors regret to recommend anydividend for the year 2016-2017. DIRECTORS

Sh Gagan Maheshwary director is retiring by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment. The Board of directorsrecommend his re-appointment as director. Sh Gagan Maheshwary is associated with thecompany as director for the last more than 20 years and has acquired good knowledge of LPGbusiness.

DIRECTOR'S 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 beenfollowed and in case of any deviation necessary explanation has been given andincorporated in director's report to the members.

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

3. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

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 thecompany.

6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws.

REMUNERATION PAID TO DIRECTORS DURING 2016-2017.

None of the directors has taken loan or advance from the company nor sitting fee hasbeen paid. To improve the financial health of the company Sh K.R.Maheshwary ManagingDirectors have voluntarily offered not to take salary from April 16 to October 16. He waspaid salary of Rs 250000 from the month of November 16 to March 2017.

Gagan Maheshwary director of the company has not taken any salary from the company.EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in the Form MGT-9 areenclosed as per annexure to this report. AUDIT AND OTHER COMMITTEES Pursuant to theprovisions of section 177 of Companies Act 2013 your company has Audit Committeeconsisting of two Independent Directors Mr. R.L.Chhabra( independent director ) asChairman and MrV.K.Khanna ( independent director ) and Mr. Gagan Maheshwary as members.

Other committees are Stakeholders Relation Committee and Nomination and RemunerationCommittee.

CODE OF CONDUCT.

The Board of Directors has laid down/adopted a Code of Conduct for all the BoardMembers and senior management as per the requirements of the clause 49 of the listingagreement. All the directors have affirmed compliance of code of conduct.

DECLARATION OF INDEPENDENCE

Your Company has received declaration from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules made there under as well as Clause49 of the Listing Agreement.

PUBLIC DEPOSITS AND DISCLOSURE

During the financial year 2016-17 your company has not accepted any deposits withinthe meaning of section 73 and 76 of the Companies Act read with the Companies (Acceptanceof Deposits) Rules 2014 and other applicable laws and as such no amount of principle orinterest was outstanding as on date of the Balance Sheet. Company has received unsecureddeposit from the Directors details of which are given in balance sheet in related partydisclosure as required by AS 18 The company has made purchases from related party GlobalMarketing which is a property firm of director Gagan Maheshwary and who is holdingdistribution rights. These purchases are for the benefit of the company and has resultedto enhance the profitability of the company. These transactions do not have potentialconflict with the interest of the company and were at arm's length details of which aregiven in balance sheet in related party disclosure as required by AS 18. Company has notgiven any loan guarantee or made any investment. Form ADC 2 is annexed.

STATUTORY AUDITORS M/s Dilip K. Neema& Associates Chartered Accountants Indorewere appointed as statutory auditors of the Company till the conclusion of 31st AnnualGeneral Meeting. As per the provision of company act 2013 he has completed his tenure asa statutory auditor. In view of the provision of the Companies Act 2013 StatutoryAuditors are to be appointed as the existing Statutory Auditors have completed theirtenure as prescribed under the Companies Act. The Audit Committee and Board of Directorhas considered the appointment of M/s ABN & Co. Chartered Accountants 223 MilindaManor 2 R.N.T. Marg Indore as a statutory auditor of the company for the year 2017-18to hold office form this annual General Meeting till conclusion of next Annual GeneralMeeting of the Company.

AUDITORS' REPORT ACCOUNTING STANDARDS AND POLICIES.

The Audit Committee and the Board of Directors have considered and approved theaccounting policy. Deviation if any from the applicable Accounting Standards in thepreparation of the Annual Statement necessary observations/ explanation of the Board aregiven. The notes to accounts referred to in the Auditor's Report are self-explanatory andtherefore do not call for any further comments. NUMBER OF BOARD MEETINGS 8 Board meetingswere held during the financial year from 1st April 2016 to 31st March 2017.

LISTING AGREEMENT

The company is complying the terms of listing agreement entered into with BSE. Whereever any mistake in compliance comes to the knowledge of the company the same isimmediately rectified.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments occurring after 31^st March2017 which may affect the financial position of the Company or may require disclosure.

APPOINTMENT AND REAPPOINTMENT

During the year Sh Gagan Maheshwary is retiring by rotation at the Annual GeneralMeeting and seeks reappointment. SECRETARIAL AUDITOR Heena Agrawal ACS (M.No.44736 CP No16496 ) was appointed as Secretariate Auditor to conduct the secretariat audit of thecompany for the financial year 2016-17 as required under section 204 of the Companies Act2013 and rules made there under. The secretariat audit report for the financial year2016-17 is annexed and which forms part of this report. In the opinion of the Directorsregarding 1200 shares of promoters not in demat mode it is explained that effective stepshave already been taken and Share Transfer Agent have been requested for the transferthese shares in demat mode. CORPORATE SOCIAL RESPONSIBILITY ( CSR ) With regard to theyear under review the company was not required to spend any amount on CSR activities inview of the losses PERSONAL RELATIONS

Your company continues to enjoy cordial relations with its employees.

1. Conservation of energy

The operations of your company are not energy intensive. Because of limited use ofelectricity no additional step was taken for the conservation of energy. Powerconsumption during the was 20504 units costing Rs 256474 as against 21992 units costingRs 243253 of last year.

2. Technology absorption adoption & innovation:

For the company's existing product line there is no technical collaboration eitherindigenous or imported. No new technology was absorbed or adopted during the year.

3. Foreign exchange earning and outgo

There is no foreign exchange earning or out go during the year.

PARTICULARS OF EMPLOYEE

No person in the employment of the company was in receipt of remuneration whichattracted provisions of the Companies Act and rules made there under.

WOMAN HARASSMENT

There is one women employee on the roll of the company. No case of woman harassment isreported

INFORMANTION FOR SHARE HOLDERS.

Financial year 1^st April to 31^st March

Annual General meeting will be held on Thursday the 26^th September 2016 atRegistered office of the Company at 602 Sector 3 Pithampur Distt. Dhar at 10 AM . Dateof Book closure is 20^th Sept.2017 to 26^th Sept 2017 (both daysinclusive. ) Listing of stock exchanges : The equity shares of the company are listed onThe Stock Exchange Mumbai. Annual listing fee has been paid to Bombay Stock Exchange.

Stock Code :B.S.E . 524624.

Plant Location : The plant is located at 602 & 603 Sector 3 Pithampur Distt.Dhar . Address for correspondance :Gagan Gases Ltd. 602 Sector 3 PithampurDisttDharRegistered office : Plot No. 602 Sector 3 Pithampur Distt. Dhar M.P.

The company is having e mail ID ---gagan.lubes @ gmail.com for Investor Grievanceredressal.

Company's Website :(www.gagangases.com)

Place: Indore Dated 9.8.2017 Annexure Pursunt to regulation 36 of the SEBI(ListingObligation and Disclosure Requirement ) Regulation2015in respect of the Directors seekingre appointment at the Annual General Meeting as specified in item nos. 3

* Other Directorship ----- Excluding directorship in Pvt.Ltd. CompanyCommittee

** Include membership of Audit of Committee and Share holders Stake Committee. Annexure

Form no ADC.2 ( Pursuant to clause (h) of sub section (3) of section 134 of the Act andRule 8(2) of the Companies ( Accounts ) Rules 2014 )

1. Details of contracts or arrangements or transactions not at arm's length basis.There were no contracts or arrangements or transactions entered during the year ended 31^stmarch 2017 which were not at arm's length basis.

2. Details of contracts or arrangements or transactions at arm's length basis.

1. Name of the party .. Global Marketing

2. Nature of relationship Purchases

3. Nature of transaction ..Purchases.

4. Duration of transaction..2016-17.

5. Salient terms.. Purchases as per requirement

6. Amount..Rs 4.64 lacs

DECLARATION BY THE MANAGING DIRECTOR ON COMPLIANCE WITH CODE OF CONDUCT BY THEDIRECTORS.

I hereby confirm that all the directors and key managerial personnels have as on 31^stMarch 17 affirmed compliance to their respective code of conduct adopted by the companyand confirmation to that effect has been given by each of them.

To

The Members

GAGAN GASES LIMITED. CIN: L24111MP1986PLC004228 PLOT NO.602 SECTOR-III PITHAMPURDISTT.DHAR (M.P.)

Dear Members

Sub: My Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on to ensure that correct facts are reflected in secretarialrecords. I believe that the processes and practices I followed provide a reasonable basisfor my opinion.

3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.

4. Wherever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the company.