Dear Members

Your Directors have pleasure in presenting the 33^rd AnnualReport together with audited accounts for the year ended on 31^st March 2019.

Operations

The company has earned net profit of Rs 14 lac as against profit ofRs.0 lac during previous year. The accumulated losses as on 31.3.19 are Rs 333 lacs asagainst Rs 347 lac of last year. The accumulated losses are on account of losses incurredin LPG business. At present the company is doing LPG cylinder filling for Reliance PetroMarketing Ltd Dividend. In view of the accumulated losses the Board of Directors regretto recommend any dividend for the year 2018-2019. Directors The Board of Directors hasrecommended the reappointment of Sh Gagan Maheshwary as Director who retires by rotationand being eligible offers himself for reappointment. The Nomination and RemunerationCommittee and Audit Committee have also approved and recommended the reappointment ShGagan Maheshwary as Director. . Smt Raj Kumari who was appointed as an additional directorby Board of Directors in the meeting held on 12.11.18. has resigned. .

Director's responsibility statement

The Directors indicate that they have taken reasonable and bonafidecare that :

1. In preparation of the annual accounts the applicable accountingstandards have been followed and in case of any deviation necessary explanation has beengiven and incorporated in director's report to the members.

2. The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profits of the Company for that period.

3. The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities.

4. Directors have prepared the Annual Accounts on a going concernbasis.

5. The directors have laid down internal financial controls to befollowed by the company.

6. The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws.

Remuneration paid to directors during 2018-2019.

Details of payment to directors is forming part of the extract of theAnnual Return in the form MGT 9. None of the directors has taken loan or advance and norsitting fee has been paid.

Extract of annual return

The details forming part of the extract of the Annual Return in theForm MGT-9 are enclosed as per annexure to this report. Audit and other committeesPursuant to the provisions of Companies Act 2013 company has Audit CommitteeStakeholders Relation Committee and Nomination and Remuneration Committee.

Code of conduct.

As per the requirements of the listing agreement the directors andsenior management have affirmed compliance of code of conduct.

Declaration of independence

Your Company has received declaration from all the IndependentDirectors confirming that they meet the criteria of Independence as prescribed under theprovisions of Companies Act 2013 read with the Schedules and Rules made there under aswell as Clause 49 of the Listing Agreement. Public deposits and disclosure During thefinancial year 2018-19 your company has not accepted any deposit from public as such noamount of principle or interest was outstanding as on date of the Balance Sheet. Companyhas received unsecured deposit from the Directors namely Sh K.R.Mahehswary (Rs 2 lac) andSh Gagan Maheshwary (Rs 3 lac ). The company has made purchases amounting to Rs 38245 fromrelated party Global Marketing which is a firm of director Gagan Maheshwary and who isholding distribution rights. These transactions do not have potential conflict with theinterest of the company and were at arm's length details of which are given inbalance sheet in related party disclosure as required by AS 18. Form AOC 2 is annexed.Company has not given any loan guarantee or made any investment. Statutory auditors M/sABN & Co Charted Accountants were appointed as statutory auditors in 32^ndAGM by the members of the company to hold office till the conclusion of 36^thAGM subject to tatification.. The Audit Committee and Board of Directors has ratifiedappoint of M/s ABN & Co Charted Accountanta as statutory auditors to hold office fromthe conclusion of 32^nd AGM till the conclusion of 33rd AGM

Auditors' report accounting standards and policies.

The Audit Committee and the Board of Directors have considered andapproved the accounting policy. Deviation if any from the applicable Accounting Standardsin the preparation of the Annual Statement necessary observations/ explanation of theBoard are given. The notes to accounts referred to in the Auditor's Report areself-explanatory and therefore do not call for any further comments. Number of boardmeetings Six Board meetings were held during the financial year from 1st April 18 to 31stMarch 19. Listing agreement The company is complying the terms of listing agreemententered into with BSE. Material changes and commitment affecting financial position of thecompany There are no material changes or commitments occurring after 31^stMarch 2019 which may affect the financial position of the Company which which requiredisclosure. Appointment and reappointment The Board of Directors has proposed to reappointSh Gagan Maheshwary as Director who retire by rotation and being eligible forreappointment offer himself for reappointment Secretarial auditor Ms Heena Agrawal ACS(M.No.42736 CP No 16496 ) was appointed as Secretarial Auditor to conduct the secretarialaudit of the company for the financial year 2018-19 as required under section 204 of theCompanies Act 2013 and rules made there under. The secretariat audit report for thefinancial year 2018-19 is annexed and which forms part of this report. In the opinion ofthe Directors regarding shares of promoters not in demat mode it is explained thatrequest has already been made to Share Transfer Agent for the transfer these shares indemat mode. Corporate social responsibility ( csr ) The company was not required to spendany amount on CSR activities in the year 2018-19. Personal relations Your companycontinues to enjoy cordial relations with its employees. Conservation of energy research& development and foreign exchange earning and outgo

1. Conservation of energy:_Power consumption during the was 16711 unitscosting Rs 234283 as against 19036 units costing Rs 247167 of previous year.

2. Technology absorption adoption & innovation: …NIL…

3. Foreign exchange earning and outgo …NIL… Woman harshment

There is one women employee on the roll of the company. No case ofwoman harashment is reported Information for share holders. Financial year 1^stApril 2018 to 31^st March 2019

Annual General Meeting will be held on Thursday the 26^thSeptember 2019 at Registered office of the Company at 602 Sector 3 Pithampur Distt.Dhar at 10 AM . Date of Book closure is 20^th Sept.2018 to 26^th Sept2018 (both days inclusive. ) Listing of stock exchanges : The equity shares of the companyare listed on BSE 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 3Pithampur Distt. Dhar .MP Address for correspondence :Gagan Gases Ltd. 602 Sector 3Pithampur Distt Dhar. MP