Dear Members
Your Directors have pleasure in presenting the 32nd Annual Report togetherwith audited accounts for the year ended on 31st March 2018.
| FINANCIAL RESULTS | (Rs in lacs) | (Rs. in lacs) |
| 2017-18 | 2016-17 |
| 1. Income from operation | 48 | 58 |
| 2. Other income | 1 | 1 |
| 3. Profit / (Loss) before interest depreciation and tax | 5 | 19 |
| 4. Less : Interest | 0 | 0 |
| 5. Depreciation | 6 | 6 |
| 6. Taxation | -1 | 2 |
| 7. Profit/ (Loss) during the year | 0 | 11 |
OPERATIONS
The company has earned net profit of Rs 0 lac as against profit of Rs.11 lac duringprevious year. The accumulated losses as on 31.3.18 are Rs 347 lacs as against Rs 347 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 2017-2018.
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 21years and has acquired good knowledge of LPGbusiness. Sh B.S.Rana who was appointed as whole time additional director on 18.1.2018 bythe board of director is proposed to be appointed as whole time director. He is associatedwith the company for the last 30 years. Before his appointment as Director he was CFO.The Nomination and Remuneration Committee and Audit Committee have approved andrecommended the reappointment of Sh Gagan Maheshwary as Director and terms of appointmentof Sh B.S.Rana as whole time Director. Smt Raj Kumari has resigned as director.
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 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 2017-2018.
Details of payment to directors is forming part of the extract of the Annual Return inthe form MGT 9. None of the directors has taken loan or advance nor sitting fee has beenpaid.
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 the provisions of section 177 of Companies Act 2013 your company hasAudit Committee consisting of two Independent Directors Mr. R.L.Chhabra(independentdirector) as Chairman and MrV.K.Khanna (independent director) and Mr. Gagan Maheshwary asmembers. Other committees are Stakeholders Relation Committee and Nomination andRemuneration Committee.
CODE OF CONDUCT.
As per the requirements of the clause 49 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 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 2017-18 your company has not accepted any deposits as suchno amount of principle or interest was outstanding as on date of the Balance Sheet.Company has received unsecured deposit from the Directors namely Sh K.R.Mahehswary (Rs345000) and Sh Gagan Maheshwary (Rs 450000).
The company has made purchases from related party Global Marketing which is a firm ofdirector Gagan Maheshwary and who is holding distribution rights. These transactions donot have potential conflict with the interest of the company and were at arm's lengthdetails of which are given in balance sheet in related party disclosure as required by AS18. Form AOC 2 is annexed.
Company has not given any loan guarantee or made any investment.
STATUTORY AUDITORS
M/s ABM & Co. Chartered Accountants were appointed as statutory auditors in 31stAGM by the members of the company to hold office till the conclusion of 32ndAGM. The Audit Committee and Board of Directors is of the opinion to reappoint theoutgoing auditors as statutory auditors for further period of four years to hold officefrom the conclusion of 32nd AGM till the conclusion of 36th AGMsubject to ratificaation at every AGM
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
6 Board meetings were held during the financial year from 1st April 2017 to 31stMarch 2018.
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 31st March2018 which may affect the financial position of the Company which may require disclosure.
APPOINTMENT AND REAPPOINTMENT
During the year Sh Gagan Maheshwary is retiring by rotation at the Annual GeneralMeeting and seeks reappointment. Mr B.S.rana who was appointed as whole time additionaldirector on 18.1.2018 to be appointed as whole time director by members in AGM.
SECRETARIAL AUDITOR
Ms Heena Agrawal ACS (M.No.42736 CP No 16496) was appointed as Secretarial Auditor toconduct the secretarial audit of the company for the financial year 2017-18 as requiredunder section 204 of the Companies Act 2013 and rules made there under.
The secretariat audit report for the financial year 2017-18 is annexed and which formspart of this report. In the opinion of the Directors regarding 600 shares of promotersnot in demat mode it is explained that effective steps have already been taken and ShareTransfer Agent have been requested for the transfer these shares in demat mode.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company was not required to spend any amount on CSR activities in the year 2017-18.
PERSONAL RELATIONS
Your company continues to enjoy cordial relations with its employees.
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING ANDOUTGO
1. Conservation of energy
Power consumption during the was 19036 units costing Rs 247167 as against 20504units costing Rs 256.474 of previous year.
2. Technology absorption adoption & innovation: …NIL…
3. Foreign exchange earning and outgo …NIL…
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 HARSHMENT
There is one women employee on the roll of the company. No case of woman harashment isreported
INFORMANTION FOR SHARE HOLDERS.
Financial year 1st April to 31st March
Annual General Meeting will be held on Wednesday the 26th September 2018at Registered office of the Company at 602 Sector 3 Pithampur Distt. Dhar at 10 AM .
Date of Book closure is 20th Sept.2018 to 26th Sept 2018 (bothdays 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 :B.S.E . 524624.
Plant Location : The plant is located at 602 & 603 Sector 3 Pithampur Distt.Dhar .MP
Address for correspondance :Gagan Gases Ltd. 602 Sector 3 PithampurDisttDhar. MP
Registered office : Plot No. 602 Sector 3 Pithampur Distt. Dhar M.P.
The company is having e mail ID gm@gagangases.com for Investor Grievance redressal.
Company's Website :(www.gagangases.com)
SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April 2018.Members are required to comply with KYC norms as stated in the SEBI circular. Details areannexed with this report
For and on behalf of the Board of Directors
K.R.Maheshwary
Chairman DIN 00786402
Place: Indore Dated 9.8.2018
