Bhagawati Gas Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your directors have pleasure in presenting their 51^st Annual Report on the business, operations and financial
performance of the Bhagawati Gas Limited (the "Company” or "BGL”), together with the Audited Financial Statements
of the Company, for the financial year ended March 31, 2025 as follows:

(All amounts in this report are presented in lacs, unless otherwise specified.)

FINANCIAL RESULTS

The Financial Performance of the Company for the financial year ended on March 31, 2025 is as follows:

Particulars	FY 2024-25	FY 2023-24
Gross Revenue	435.62	142.22
Total expenses	347.54	132.44
Profit / (loss) before tax	88.08	9.79
Tax expenses
Current tax	-	2.20
Deferred tax	32.96	29.60
Tax on Earlier Year	40.88	-
Total Tax Expense	73.84	31.80
Profit After Tax	14.24	(22.01)
Other comprehensive income Items that will not be reclassified to profit or loss (Net of Taxes)	3.08	4.08
Total Comprehensive Income for the year	17.31	(17.93)

RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS
• Results of operations

Highlights of the Company''s financial performance for the year ended March 31, 2025 are as under:

During the year under review, the company earned a revenue of Rs. 46.16/- and income from other sources is Rs.
389.46/- therefore the total Income of the Company was Rs. 435.62/- against Rs. 142,22- in the previous year.

The Company has incurred a profit of Rs 14.23/- as compared to a loss Rs. (22.01)/- in the previous year. The company
is hoping for better growth of Company and profits in the forthcoming years.

State of Comapany’s Affairs

Bhagawati Gases Limited (BGL), the flagship of the Bhagawati Group and a company listed on the Bombay Stock
Exchange, is a well-diversified enterprise with core expertise in industrial gases, wastewater treatment, renewable
energy, contracting, and international trading.

Our manufacturing activities include the operation of large-tonnage air separation plants for the production of
atmospheric industrial gases, along with the manufacturing of FRP pipes and composite products that cater to critical
sectors such as oil & gas, water supply, and infrastructure.

With over three decades of research and hands-on experience, BGL has established itself as a pioneer in the
bioremediation of wastewater and restoration of polluted water bodies. Our advanced biological solutions have
successfully treated effluents in challenging industries such as chemicals, agrochemicals, pharmaceuticals, leather,
textiles, and electroplating, offering sustainable alternatives where traditional methods failed.

BGL continues to strengthen its growth through strategic partnerships and collaborations. The Company is in
advanced discussions with ONGC Limited for joint projects in rare gas extraction, geothermal initiatives, and
carbon capture technologies, building on its proven expertise in cryogenics and green innovations. Additionally,
discussions are underway for a collaboration with ONGC on the remediation of polluted water, reinforcing our
commitment to environmental stewardship.

In line with our healthcare focus, BGL has also entered into an agreement with a Korean technology partner for the
marketing of medical oxygen plants in India, enhancing our ability to serve hospitals and medical institutions with
reliable and cost-effective oxygen solutions.

BGL''s diverse operations, global partnerships, and innovation-driven strategy demonstrate its dedication to
sustainable growth. As we expand our portfolio in healthcare, renewable energy, and environmental remediation, our
vision remains clear — to create value for stakeholders while contributing to a cleaner, greener, and healthier future.

CHANGE IN NATURE OF BUSINESS

There is no change in business of the Company for the year under review.

DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company did not have any Subsidiary/Material Subsidiary/Joint Venture/Associate during the year under review.
Hence the details of this clause are not applicable to the Company.

SHARE CAPITAL STRUCTURE OF THE COMPANY

? AUTHORISED SHARE CAPITAL

The Authorised Capital of the Company as on March 31, 2025 stood at Rs. 25,00,00,000/- (Rupees Twenty-Five
Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs Equity Share) Equity Shares of Rs 10/- each (Rupees
Ten each).

? ISSUED SHARE CAPITAL, SUBSCRIBED & PAID UP SHARE CAPITAL:-

Rs. 16,74,24,590/-(Rupees Sixteen Crores Seventy-Four Lakhs Twenty-Four Thousand Five Hundred Ninety Only)
divided into 1,67,42,459 (One Crore Sixty-Seven Lakhs Forty-Two Thousand Four Hundred Fifty Nine only) equity
shares of Rs. 10/- each (Rupees Ten each).

The Share Capital of the Company remained unchanged during the period under review.

DIVIDEND

During the financial year, the Board of Directors has not recommended any dividend for the financial year ended March
31, 2025.

There was no interim dividend declared during reporting period.

UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND UEPF)

In compliance of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, any money transferred to the Unpaid Dividend Account of a
Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date
of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Fund established
under sub-section (1) of section 125 of the Act i.e. Investor Education and Protection Fund.

During the financial year, the Company was not liable to transfer any unclaimed dividends and corresponding shares
thereto to IEPF.

TRANSFER TO RESERVES

During the financial year, there was no amount transferred to any of the reserves by the Company.

PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES
PROVIDED

The particulars of loans given, guarantees given securities provided and investments made under the provisions of
Section 186 of the Companies Act, 2013 are provided in the financial statement, which forms a part of the Annual Report.

DEPOSITS

During the financial year ended March 31, 2025, the Company has not invited or accepted any deposit from the public
falling within the ambit of Section 73 of the Companies Act, 2013 and rules framed there under. Hence, no public deposit
is outstanding during the financial year 2024-25.

DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE fC) SUB CLAUSE IVIIP OF RULE 2 OF COMPANIES
(ACCEPTANCE OF DEPOSITS) RULES. 2014

During the period under review the Company has not accepted loan/borrowing from its Director in reference of sub
rule 1 clause (c) sub clause (viii) of rule 2 of Companies (Acceptance of Deposits) rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

During the financial year 2024-25 the Company has not entered into any related party transactions which are required
to be disclosed as per the provisions of Section 188 of the Companies Act, 2013 and other Related Party Transactions
which were entered during the year were in Ordinary Course of the Business and on Arm''s Length basis and as per AS -
18 of the Companies Act, 2013, were properly noted, disclosed and annexed to the balance sheet and forming part of the
financial statement of the Company. Your Directors draw attention of the members to Note 24 to the financial statement
which sets out related party disclosures.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act,
2013 is not required to disclose in Form AOC-2.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed review by the Management of the business operations of the Company is presented under
separate section “Management Discussion and Analysis” which forms a part of this Annual Report. The MD&A Report
captures your Company''s performance, industry trends and other material changes with respect to your Company.

The Management Discussion and Analysis Report on the operations and financial position of the Company have been
provided as “Annexure- D” which forms part of the Directors'' Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF THE REPORT

During the period under review, the following material changes and commitments have occurred between the end of
the financial year and the date of this Report, which may affect the financial position of the Company:

• Mr. Narendra Kumar Agarwal (DIN: 11210456) was appointed as an Additional Independent Director of the
Company w.e.f July 28, 2025. His appointment is proposed to be regularized as an Independent Director in the
Annual General Meeting.

• Ms. Nidhi Babbar has been appointed as the Whole Time Company Secretary & Compliance Officer of the
Company w.e.f July 04, 2025.

• The Hon''ble Supreme Court, vide order dated July 17, 2025, granted the Company an extension for completing
pending compliances related to revocation of suspension. The Company has duly addressed the outstanding
matters and is in the process of completing necessary regulatory requirements and procedures.

CORPORATE GOVERNANCE REPORT

In accordance with the provisions of regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19,
20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E
of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the
Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition and Expertise

The Board of Directors of the Company comprises highly experienced professionals of repute and integrity, bringing
with them diverse skills, expertise, and industry knowledge. The Board has an effective mix of Executive and Non¬
Executive Directors, enabling balanced decision-making and sound governance practices.

Position During the Financial Year 2024-25

During the financial year 2024-25, there was a temporary vacancy in the position of one Independent Director. As a
result, the optimum composition of the Board, as prescribed under the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, could not be fully maintained for a part of the year. Notwithstanding this, the Board continued to
discharge its functions effectively, with active participation from all members in Board and Committee meetings. The
Executive Chairman provided strategic leadership, guided policy formulation, and extended full support to the
Executive Directors, business heads, and associates.

Position After the Closure of the Financial Year

Subsequent to the closure of the financial year, the Company took corrective measures to regularize the composition of
the Board. Accordingly, Mr. Narendra Kumar Agarwal (DIN: 11210456) was appointed as an Additional Independent
Director on July 28, 2025. With this appointment, the Board and its Committees stand duly constituted in compliance
with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Commitment to Governance

The reconstituted Board now reflects the requisite balance of Executive, Non-Executive, and Independent Directors. The
Directors actively contribute their expertise, ensuring transparency, accountability, and independence in the decision¬
making process. The Company remains committed to upholding the highest standards of corporate governance, with
the Board providing strategic oversight and guidance in the best interests of all stakeholders.

Present composition and category of Directors and Key Managerial Personnel is as follows:

Name of Directors and Key Managerial Personnel	Designation	Category	DIN/ PAN
Mr. Rakesh Samrat Bhardwaj	Managing Director	Executive Director	00029757
Mrs. Shachi Bhardwaj	Director	Non-Executive Director	07232850
Mr. Vijay Gupta	Director	Non-Executive Independent Director	10473091
Mr. Nawal Joshi	Director	Non-Executive Director	03292405
Mr. Narendra Kumar Agarwal	Additional Director	Non-Executive Independent Director	11210456
Mr. Dayumn Bhardwaj	CFO	Chief Financial Officer	CDEPB0520P
Ms. Nidhi Babbar	Company Secretary	Whole- Time Company Secretary cum Compliance officer	AUIPD4897N

The Company''s Board of Directors comprises eminent individuals of proven competence, integrity, and professional
standing. In addition to their extensive experience, the Directors bring with them strong financial acumen, strategic
insight, and leadership capabilities. They demonstrate a high level of commitment to the Company by devoting adequate
time to meetings, preparations, and deliberations, thereby contributing meaningfully to the governance and growth of
the organization.

The Board meets at regular intervals to deliberate on matters relating to business strategy, policy formulation, and
other key areas of governance. Each quarterly meeting includes comprehensive presentations on operational and
financial performance, ensuring effective oversight and informed decision-making. Board and Committee meetings are
pre-scheduled, and an annual calendar is circulated well in advance to facilitate meaningful participation by all
Directors. In instances of special or urgent business requirements, approvals are sought either through resolutions
passed by circulation or by convening meetings at shorter notice, in accordance with the applicable legal framework.

Retirement by Rotation-

Pursuant to the provisions of Section 152(6) of the Act read with the rules made thereunder and as per the Articles of
Association of the Company Mr. Nawal Joshi (DIN: 03292405) is liable to retire by rotation and being eligible to offers
himself for re-appointment at the ensuing annual general meeting of the Company to sought your approval as per the
provisions of Companies Act.

Appointments and resignations

During the financial year under review, the Company witnessed important changes in its Board and Key Managerial
Personnel, reflecting a phase of transition and strengthening of its governance framework which are detailed below:

Appointments & Regularizations

• Mr. Vijay Gupta (DIN: 10473091), a seasoned professional, was inducted on the Board as a Non-Executive
Additional Independent Director on June 6, 2024. His appointment was further regularized as an Independent
Director at the 50th Annual General Meeting of the Company held on December 28, 2024, thereby strengthening
the Board with his expertise and governance acumen.

• Mr. Nawal Kishor Joshi (DIN: 03292405), a distinguished industry veteran with extensive leadership experience,
was appointed as a Non-Executive Director at the 50th Annual General Meeting of the Company held on
December 28, 2024. His induction reinforces the Company''s commitment to strategic growth, transparency, and
strong corporate governance.

Retirement & Resignations

• Mr. Ganga Charan (DIN: 00387567) retired from the position of Independent Director of the Company with
effect from September 29, 2024, upon completion of his second consecutive term in accordance with the
provisions of the Companies Act, 2013.

• Ms. Harshita Sharma resigned from the post of Whole Time Company Secretary and Compliance Officer of the
Company with effect from September 30, 2024.

Changes after the Closure of the Financial Year

• Mr. Narendra Kumar Agarwal (DIN: 11210456) was appointed as an Additional Independent Director of the
Company w.e.f July 28, 2025. His appointment is proposed to be regularized as an Independent Director in the
Annual General Meeting.

• Ms. Nidhi Babbar has been appointed as the Whole Time Company Secretary & Compliance Officer of the
Company w.e.f July 04, 2025.

With the aforesaid appointments, the composition of the Board of Directors and Key Managerial Personnel of
the Company has been duly reconstituted and now stands in full compliance with the applicable provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.”

BOARD MEETINGS

During the Financial Year 2024-25, the Company held 7 Seven) board meetings of the Board of Directors as per Section
173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while
considering the time gap between two meetings

S.No.	Date of Meeting	Board Strength	No. of Directors Present
1.	30.05.2024	3	3
2.	06.06.2024	3	3
3.	14.08.2024	4	4

4.	18.10.2024	4	4
5.	14.11.2024	3	3
6.	02.12.2024	3	3
7.	14.02.2025	4	4

ATTENDANCE OF DIRECTOR

S. No	Name of Director	Meeting of Board			Meeting of Committees of the Board
		Number of meeting Held	Number of Meeting attendant	%	Number of meeting Held	Number of Meeting attendant
1	Rakesh Samrat Bhardwaj	7	7	100	5	5
2	Ganga Charan	3	3	100	3	3
3	Shachi Bhardwaj	7	7	100	4	4
4	Vijay Gupta	5	5	100	5	5
5	Nawal Kishor Joshi	1	1	100	-	-

COMMITTEES OF THE BOARD

The Committees of the Board are constituted to facilitate focused oversight in specific areas of governance and to
support the Board in the effective discharge of its responsibilities. Each Committee operates within its defined terms of
reference and plays a vital role in enhancing transparency, accountability, and efficiency in decision-making.

While the Corporate Governance requirements prescribed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are not applicable to the Company, the Committees of the Board have been
constituted in compliance with the provisions of the Companies Act, 2013. This ensures that the governance framework
of the Company remains robust and aligned with the applicable statutory requirements.

During the year under review, all Committees of the Board functioned effectively and discharged their respective
responsibilities with diligence. The Board has accepted all recommendations made by its Committees, thereby
reinforcing the independence, objectivity, and effectiveness of the governance process.

Details of the various Committees, including their composition, terms of reference, number of meetings held, and
attendance of members, are provided in the following sections of this Annual Report.

During the financial year 2024-25, the Audit Committee of the Company was duly constituted and compliant with the
requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 except for a part of the year.

Following the retirement of Mr. Ganga Charan w.e.f September 29, 2024 from the position of Independent Director and
prior to the appointment of Mr. Vijay Gupta (w..e.f June 06, 2024), the optimal composition of the Audit Committee, as
prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, could not be fully maintained for that
part period. Despite efforts made by the Company, a suitable candidate fulfilling the prescribed eligibility criteria could
not be identified and appointed during the year.

During the year under review four (4) meetings of Audit Committee were held on (i) May 30, 2024, (ii) August 14, 2024,
(iii) November 14, 2024, and (iv) February 14, 2025 and the gap between two meetings did not exceed one hundred
and twenty days. The composition of the Audit Committee and the attendance of members at the meetings of the Audit
Committee held during the financial year 2024-25 are as follows:

Sr. No	Name of Member(s)	Nature of membership	Numbers of the Meetings		% of attendance (C)=(B)/(A)
			Held during the year (A)	Attended (B)
1	Mr. Rakesh Samrat Bhardwaj	Member	4	4	100
2	Mr. Ganga Charan	*Chairman /Member	2	2	100
3	Mr. Vijay Gupta	**Chairman	3	3	100
Note: * Ceased to be Chairman with effect from June 06, 2024 **Chairman with effect from June 06, 2024

The meetings of Audit Committee are also attended by the Key Managerial Personnel''s (KMP), Statutory Auditors,
Secretarial Auditor and Internal Auditor as Invitees.

The Audit Committee is entrusted with the responsibility of overseeing the Company''s financial reporting process and
ensuring the integrity of financial statements. Its primary functions include the review of quarterly, half-yearly, and
annual financial statements, examination of the adequacy and effectiveness of the internal audit function, and discussion
with the management on financial performance. The Committee also recommends the appointment or re-appointment
of statutory auditors, fixation of audit fees, and reviews significant internal audit observations, related party
transactions, and the Management Discussion & Analysis of financial condition and results of operations, along with
matters relating to statutory compliance.

The Audit Committee serves as a vital link between the management, external auditors, internal auditors, and the Board
of Directors, thereby facilitating an independent and transparent financial reporting mechanism.

In addition to the above, the Committee has also carried out such other functions as are prescribed under Section 177 of
the Companies Act, 2013.

Audit Committee: Appointments and Reconstitution

• Mr. Vijay Gupta (DIN: 10473091) was appointed as an Independent Director of the Company with effect from
June 06, 2024 and was simultaneously appointed as a member and Chairman of the Audit Committee.

• Mr. Ganga Charan (DIN: 00387567), Non-Executive Independent Director, ceased to hold the position of
Chairman of the Audit Committee with effect from June 06,2024 but continued as a member until September 29,
2024.

• Subsequent to the closure of the financial year, the Audit Committee was reconstituted in the Board Meeting
held on July 28, 2025, wherein Mr. Narendra Kumar Agarwal (DIN: 11210456), Additional Independent Director
of the Company, was appointed as a member of the Audit Committee with effect from the same date.

With the aforesaid appointment, the composition of the Audit Committee of the Company has been duly reconstituted
and now stands in full compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Present Composition of the Audit Committee is as follows:

Name of the Director	Position held in the Committee	Category of Director
Mr. Vijay Gupta	Chairman	Non- Executive Independent Director
Mr. Rakesh Samrat Bhardwaj	Member	Managing Director
Mr. Narendra Kumar Agarwal	Member	Non- Executive Additional Independent Director

The Company Secretary acts as the Secretary to the Audit Committee.

The previous Annual General Meeting of the Company held on December 28, 2024 was attended by Vijay Gupta,
Chairman of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2024-25, the Nomination and Remuneration Committee of the Company was duly constituted
and compliant with the requirements of Section 178 of the Companies Act, 2013 for a part of the year.

Subsequently, following the retirement of Mr. Ganga Charan from the position of Independent Director with effect from
September 29, 2024, and prior to the appointment of Mr. Vijay Gupta with effect from June 06, 2024, the optimal
composition of the Nomination and Remuneration Committee, as prescribed under Section 178 of the Companies Act,
2013, could not be fully maintained for that period. Despite the Company''s best efforts, a suitable candidate meeting the
prescribed eligibility criteria could not be identified and appointed during the year.

As on March 31, 2025, the Nomination and Remuneration Committee consists of two (02) members out of which Mr.
Vijay Gupta is Non-Executive Independent Directors and Mrs. Shachi Bhardwaj is Non-executive director. The
committee is chaired by Mr. Vijay Gupta (Non-Executive Independent Director).The purpose of the committee is to
screen and review individuals qualified to serve as executive directors, non-executive directors and independent
directors, consistent with criteria approved by the Board, and to recommend, for approval by the Board, nominees for
election at the AGM.

During the year, Two (2) meetings of Nomination and Remuneration Committee were held on (i) June 06, 2024, (ii)
December 28, 2024, which was duly attended by all the Committee members.

The composition of the Nomination and Remuneration Committee and the attendance of the members at the meetings
of the Nomination and Remuneration Committee held during the financial year 2023-24, are as follows:

SR. No	Name of Member(s)	Designation	Numbers of the Meetings		% of attendance (C)=(B)/(A)
			Held during the year (A)	Attended (B)
1	Mr. Vijay Gupta	Chairman**	1	1	100

2	Mrs. Shachi Bhardwaj	Member	2	2	100
3	Mr. Ganga Charan	Chairman/Member*	1	1	100
Note:
*Ceased to be Chairman with effect from June 06, 2024 **Chairman with effect from June 06, 2024

Nomination and Remuneration Committee: Appointments and Reconstitution

• Mr. Vijay Gupta (DIN: 10473091) was appointed as an Additional Independent Director of the Company and was
simultaneously appointed as a member and Chairman of the Nomination and Remuneration Committee.

• Mr. Ganga Charan (DIN: 00387567), Non-Executive Independent Director, ceased to hold the position of
Chairperson of the Committee with effect from June 06,2024but continued as a member until September 29,
2025.

• Subsequent to the closure of the financial year, the Nomination and Remuneration Committee was reconstituted
in the Board Meeting held on July 28, 2025, wherein Mr. Narendra Kumar Agarwal (DIN: 11210456), Additional
Independent Director of the Company, was appointed as a member of the Committee with effect from the same
date.

With the aforesaid appointment, the composition of the Nomination and Remuneration Committee, of the Company has
been duly reconstituted and now stands in full compliance with the applicable provisions of the Companies Act, 2013.

Present Composition of the Nomination and Remuneration Committee is as follows:

Name of the Director	Position held in the Committee	Category of Director
Mr. Vijay Gupta	Chairman	Non- Executive Independent Director
Mrs. Shachi Bhardwaj	Member	Director
Mr. Narendra Kumar Agarwal	Member	Non- Executive Additional Independent Director

The previous AGM of the Company held on December 28, 2024 was attended by Mr. Vijay Gupta, Chairman of the
Nomination and Remuneration Committee.

The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

Performance Evaluation Criteria for Independent Directors:

As per the provisions of the Act and Listing Regulations, the Nomination and Remuneration Committee has laid down
the evaluation criteria for performance evaluation of the Independent Directors. Performance evaluation of the
Independent Directors was carried out by the Board and NRC, except the Director being evaluated, as per the
Nomination and Remuneration Policy of the Company.

The NRC has devised criteria for performance evaluation of the Independent Directors. The said criteria provide certain
parameters like attendance, acquaintance with business, communication inter-se between Board members, effective
participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by
global peers, integrity and maintenance of confidentiality, implementing best corporate governance practice etc.,
exercising independent judgment during board deliberations on strategy, performance, risk management, reporting on
Frauds, compliance with the policies of the company etc., which is in compliance with guidance note issued by the
Securities and Exchange Board of India and Institute of Company Secretaries of India and other applicable laws,
regulations and guidelines.

Criteria for determining qualifications, positive attributes and independence of a director

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Nomination and
Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and
independence of Directors. The key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of experience, thought, knowledge, age and
gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Companies Act, 2013, the Directors are
expected to demonstrate high standards of ethical behavior, communication skills, and independent judgment. The
Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of
the Companies Act, 2013, the Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations, as
amended from time to time.

Remuneration to Directors in Fiscal 2024-25

The Company pays remuneration to its Executive Director-Managing Director and others by way of Salary, perquisites
and allowances. Salary is paid within the range as approved by the Shareholders and as per Companies Act, 2013. The
Board approves all the revisions in salary, perquisites and allowances subject to the overall ceiling prescribed by
Section 197 and 198 of the Companies Act, 2013. The Non-Executive Independent Directors have not been paid any
remuneration except sitting fees during the financial year 2024-25.

Given below are the details of remuneration paid to Directors during the financial year 2024-25 :( Amount in
Rs.)

Name of Director	Salary	Sitting fees	Bonus	Stock option	Others	Total Remuneration
Executive Director (Managing Director)
Mr. Rakesh Samrat Bhardwaj	18,60,000	-	-	-	-	18,60,000
Non-Executive Director
Mrs. Shachi Bhardwaj	96,000	-	-	-	-	9,6000

Mr. Nawal Kishor Joshi	-	-	-	-	-	-
Non-Executive Independent Director
Mr. Ganga Charan	-	-	-	-	-	-
Mr. Vijay Gupta		30,000				30,000

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee adopted a policy on
Nominations & Remuneration for Directors, Key Managerial Executives, Senior Management and Other Employees,
which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors
and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of
Directors, KMPs, Senior Management and other employees and their evaluation and includes other matters, as
prescribed under the provisions of Section 178 of the Act and SEBI (LODR) Regulations. The Company''s Remuneration

Policy is available on the Company''s website at www.bglgroup.in.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board has constituted a Stakeholders''
Relationship Committee to oversee and ensure the effective redressal of grievances of the security holders of the
Company. The Committee is entrusted with the responsibility of addressing matters relating to transfer and
transmission of securities, non-receipt of dividends, and such other issues as may be raised by security holders from
time to time, thereby safeguarding their interests and strengthening investor confidence.

As on March 31, 2025, the Stakeholders'' Relationship Committee comprises three (3) members, namely:

Name of the Director	Position held in the Committee	Category of Director
Mr. Vijay Gupta	Chairman	Non- Executive Independent
		Director
Mrs. Shachi Bhardwaj	Member	Non- Executive Director
Mr. Rakesh Samrat Bhardwaj	Member	Executive Director

During the year, one (1) meetings of Stakeholders'' Relationship Committee was held on (i) March 07, 2025, which was
duly attended by all the Committee members.

SR. No	Name of Member(s)	Designation	Numbers of the Meetings		% of attendance (C)=(B)/(A)
			Held during the year (A)	Attended (B)
1	Mr. Vijay Gupta	Chairman**	1	1	100

2	Mr. Rakesh Samrat Bhardwaj	Member	1	1	100
3	Mrs. Shachi Bhardwaj	Member	1	1	100
4	Mr. Ganga Charan	Member/Chairman*	0	0	-
Note: *Ceased to be Chairman with effect from June 06, 2024 **Chairman with effect from June 06, 2024

Stakeholder''s Relationship Committee: Appointments and Reconstitution

• During the year under review, Mr. Ganga Charan (DIN: 00387567), Non-Executive Independent Director,
ceased to hold the position of Chairman of the Committee with effect from June 6, 2024, and continued as a
member until September 29, 2024, being the date of his retirement from the directorship of the Company.

• Further, with effect from June 6, 2024, Mr. Vijay Gupta (DIN: 10473091) was appointed as an Additional
Independent Director of the Company and was simultaneously inducted as a member and Chairman of the
Committee.

Present Composition of the Stakeholder''s Relationship Committee is as follows:

Name of the Director	Position held in the Committee	Category of Director
Mr. Vijay Gupta	Chairman	Non- Executive Additional Independent Director
Mrs. Shachi Bhardwaj	Member	Director
Mr. Rakesh Samrat Bhardwaj	Member	Managing Director

In compliance with the provisions of Regulation 6(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board had designated Whole-time Company Secretary, as the Compliance
Officer of the Company for the purpose of monitoring investor complaints and ensuring compliance with the applicable
laws.

The previous AGM of the Company held on December 28, 2024 was attended by Mr. Vijay Gupta, Chairman of the
Stakeholders'' Relationship Committee.

The Company has been attending to all investor grievances/complaints expeditiously and promptly to the satisfaction of
stakeholder(s). The status of Shareholders/ Investors Grievances pursuant to Regulation 13(3) of Listing Regulations
for the financial year 2024-25, is as follows:

Particulars	Number of Complaints
Pending at the beginning of the financial year	Nil
Received during the financial year	1
Disposed during the financial year	1
Remaining unresolved as on March 31, 2025	Nil

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on August 14, 2024, without the attendance of Non¬
Independent Directors and members of the management inter-alia, to:

• Review the performance of Non-Independent Directors and the Board as a whole.

• Review the performance of the Chairperson of the Company, taking into account the views of the Executive and
Non-Executive Directors.

• Assess the quality, quantity and timeliness of flow of information between the management of the Company and
the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their
duties.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(d) of the Act, the Company has received individual declarations from every
Independent Director under Section 149(6) of the Act and regulation 16(1)(b) the Listing Regulations confirming that
that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and are not
disqualified from continuing as Independent Directors and that they have registered themselves as an Independent
Director in the data bank maintained with the Indian Institute of Corporate Affairs.

The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in
Schedule IV to the Act. Based on the declarations received from the Independent Directors, the Board of Directors
recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the
conditions as specified under the governing provisions of the Act read with the rules made thereunder and the Listing
Regulations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

At the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining
his / her role, function, duties and responsibilities.

As trustees of shareholders, Independent Directors play a pivotal role in upholding Corporate Governance norms and
ensuring fairness in decision making. Being experts in various fields, they also bring Independent Judgment on matters
of strategy, risk management, controls and business performance.

At the time of appointing a new Independent Director, a formal letter of appointment is given to the Director inter alia;
explaining the role, duties and responsibilities of the Director. The Director is also explained in detail the Compliances
required from him / her under the Act, SEBI Regulations and other relevant regulations.

By way of an introduction to the Company, presentations are also made to the newly appointed Independent Director
on relevant information like overview of the Company''s businesses, market and business environment, growth and
performance, organizational setup of the Company, governance and internal control processes.

On-going familiarization program aims to provide insights into the Company and the business environment to enable all
the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the Company''s context
and to lend perspective to the strategic direction of the Company.

Your Company has put in place a Familiarization Programme for Independent Directors to familiarize them with their
roles, rights, responsibilities, nature of the Industry, Company''s strategy, business plan, operations, markets, products,
etc. The details of the Company''s Familiarization Programme are available on the Company''s website www.bglgroup.in

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual
Directors pursuant to the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the
Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance
of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria
such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided by
the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC had one-
on-one meetings with the Executive and Non-Executive, Non- Independent Directors. These meetings were intended to
obtain Directors'' inputs on effectiveness of the Board/Committee processes.

The Board and the NRC 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.

While Independent directors in their separate meeting have carried out to assess the performance of Chairman and
other Directors of the Board more particularly about their business acumen and contribution to the Company, the
performance evaluation of the Independent Directors was carried out by the entire Board. The Independent Directors
expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board
of Directors and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and
governance.

Pursuant to the provisions of Section 134 (3) (p) the Companies Act, 2013 and Listing Regulations, the Board has
carried out the annual performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. The manner in
which the performance evaluation was carried out is given in detail in the Corporate Governance Report, annexed to
this Report.

ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual
Return as on March 31, 2025 is available on website of the Company at www.bglgroup.in

DIRECTORS DISCLOSURES

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force), with respect to Directors'' Responsibility Statement, your
Directors confirm that:

a. That in preparation of annual accounts for the financial year ended March 31, 2025, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed along with proper
explanation relating to material departures;

b. That they have selected such accounting policies described in the notes to accounts which have been applied
them consistently and made judgments and estimates that are responsible and prudent so as to give a true &
fair view of the state of affairs of the company at the end of financial year 2024-25 and of the Profit & Loss of
the company for the period under report;

c. That they have 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. We have prepared the annual accounts on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively;

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLSWITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within
the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013 read with Rule 8(5) (viii) of the
Companies (Accounts) Rules, 2014, The Company has appropriate internal control systems for business processes with
regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented
policies and procedures covering financial and operating functions and processes. These policies and procedures are

updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The
Company continues its efforts to align all its processes and controls with best practices.

The Board of Directors of the Company have adopted various policies like Policy on determining Material Subsidiary,
Policy on Determination of Materiality of Events of Information, Whistle Blower Policy, Policy on Related Party
Transactions, Policy on Prohibition of Insider Trading, Policy on Prevention of Sexual Harassment at Workplace, policy
on Corporate Social Responsibility, Nomination and Remuneration Policy such other policies and procedures for
ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information.

The Audit Plan is aimed at evaluation of the efficacy and adequacy of internal control system and compliance,
robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. The
respective Process Owners take the requisite corrective action, based on internal audit reports/findings. Further, the
Internal Auditors place their significant audit observation & corrective actions thereon are presented to the Audit
Committee for their review.

CREDIT RATING

There are no outstanding loans and advances on your company. Hence, this Provision is not applicable to your Company.
WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Board of Directors has formulated a Whistle Blower Policy/Vigil Mechanism which is in compliance with the
provisions of Section 177 (09) of the Companies Act, 2013, to encourages Directors and employees to bring to the
Company''s attention, instances of unethical behavior, and actual or suspected incidents of fraud or violation of the Code
of Conduct that could adversely impact the Company''s operations, business performance and / or reputation.

The Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to
ensure that requisite standards of professional and ethical conduct are always upheld. It is the Company''s Policy to
ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The
practice of the Whistle Blower Policy/Vigil Mechanism is overseen by the Audit Committee and no employee has been
denied access to the Committee. The Whistleblower Policy is available on the Company''s corporate website at
www.bglgroup.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Section 135 of the Companies Act 2013 is not applicable on the company.

RISK MANAGEMENT COMMITTEE AND POLICY

In terms of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your
Company is not falling under the top 1000listed entities based on market capitalization. Therefore, there is no
requirement to constitute Risk Management Committee.

Risk management comprises all the organizational rules and actions for early identification of risks in the course of
doing business and the management of such risks. Business Risk evaluation and Management is an ongoing process
within the Organization. In terms of regulation 17(9) (b) of the Listing Regulations and pursuant to Section 134(3) (n)
of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in

place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks
identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The objective of Risk Management Policy at Bhagawati Gas Limited is to preserve shareholder value to the extent
practically feasible and to ensure sustainable business growth with stability by identifying and mitigating major
operating, and external business risk. In order to achieve the key business objectives, the policy establishes a structured
and disciplined approach to Risk Management, including the development of the Risk Register, in order to guide
decisions on risk related issues. The specific objectives of the Risk Management Policy are:-

1. To ensure that all the current and future material risk exposures of the Company are identified, assessed,
mitigated, monitored and reported.

2. To establish a framework for the Company''s risk management process and to ensure Companywide
implementation.

3. To ensure systematic and uniform assessment of risks related with construction projects.

4. To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

5. To assure business growth with financial stability.

The effectiveness of Risk Mitigation plans shall be ensured through proper monitoring, evaluation of outcomes of
mitigation plans and to look for the scope of its applicability in other areas in order to achieve overall objective of this
policy.

At present the company has not identified any element of risk which may threaten the business (or) existence of the
Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as
required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules,
2014, is given in "Annexure-A" which forms part of the Directors'' Report.

AUDITOR

STATUTORY AUDITORS

Pursuant to the provisions of Section 139, 141, 142 of the Act and the rules framed thereunder, M/s JAIN PARAS
BILALA & CO., Chartered Accountants (FRN: 011046C), Jaipur were appointed as Statutory Auditor at the 48^th Annual
General Meeting (AGM) of the company for a period of five consecutive years commencing from the conclusion of the
48^thAnnual General Meeting (AGM) of the Company till the conclusion of the 53^rdAnnual general Meeting to be held in
the year 2027. M/s. JAIN PARAS BILALA & CO., hold a valid certificate

issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

STATUTORY AUDITOR''S REPORT

The qualification/observation of the Auditor''s given in the Auditor''s Report are self-explanatory and have been
explained/ clarified, wherever necessary, in the notes to the Financial Statements except as under:

1. Advances Given by the Company Considered Doubtful for recovery & non recognition of Expected
Credit Loss (ECL) as per IND AS 109:

• The Company provided Advances for property amounting to Rs. 79.10 Lacs and Advances to Material and
Service providers amounting to Rs. 226.50 Lacs these advances are outstanding since long time without any
partial recovery, raising significant doubt regarding their recoverability. Furthermore, in the case of advances to
material and service providers, no agreements or supporting documentation such as copies of purchase/work
orders were available on record to substantiate the purpose or terms of such advances.

• Therefore, we are unable to comment on the consequential impact of the same if any on the statement because
of uncertainty about recoverability of these advances.

• Due to the prevailing uncertainties regarding the recoverability and settlement of these balances'' recognition of
provision for expected credit loss was considered necessary in accordance with Ind As-109. However, in the
absence of a formally documented Expected Credit Loss (ECL) policy or assessment to evaluate the collectability
of these balances, no provision has been made. Consequently, we are unable to determine the potential impact,
if any, of non-recognition of such provision on the accompanying financial statements.

2. Bank Statement not available on record:

• During the course of audit, company has not provided bank statement and confirmation of the current status of
ICICI Bank Account having a balance of Rs. 0.53 Lacs shown as part of cash and cash equivalents as on 31st
March 2025. Accordingly, we are unable to comment upon the consequential impact, if any, on the statement.

• Our report for year ended 31^st March 2024 was also qualified in this matter.

3. Disputed Payable Relating to Machinery Purchase:

• The financial statements contain an amount of Rs. 235.23 lacs under ''Other Payables'' relating to the purchase of
machinery, as informed by the management. The management has stated that this amount has been under
dispute since 1994. However, no documents regarding the dispute were provided to us. Therefore, we are
unable to comment on the possible impact, if any, of this matter on the financial statements.

• Our report for year ended 31^st March 2024 was also qualified in this matter.

4. No records of confirmation related to liabilities:

• The Company has not provided us with external balance confirmations in respect of borrowings amounting to
Rs. 27.00 Lacs and Other payables amounting to Rs. 4.96 Lacs.

• Therefore, we are unable to comment on the existence, accuracy, and completeness of these balances. These
amounts have remained outstanding for a long period, and there exists an uncertainty regarding their ultimate

settlement. Consequently, we are unable to determine the potential impact, if any, on the accompanying
financial statements.

5. No reconciliation available for Income Tax Receivable:

• The Company has recognized Income Tax Receivable under current tax asset amounting to Rs. 60.63 Lacs.
However, no year-wise working or reconciliation supporting the said balance was made available to us for
verification. The management could only provide details of tax receivable for the following assessment years:

Assessment Year	Amount of Tax Receivable (Rs. in Lacs)
2024-25	5.53
2025-26	6.75

Accordingly, we are unable to verify and comment on the existence, accuracy, and completeness of the balance
tax receivable amounting Rs.48.35 Lacs. In the absence of such evidence, we are unable to determine the
potential impact, if any, on the accompanying financial statements.

6. Based on our examination, the Company has used accounting software''s for maintaining its books of account for
the financial year ended March 31, 2025 which does not has a feature of recording audit trail (edit log) facility.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention. Company has not preserved audit trail for the financial year ended
March 31, 2025.

7. According to the information and explanation given to us and the records produced to us for our
verification,undisputed statutory dues, including goods and services tax, provident fund, employees'' state
insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other
material statutory dues applicable to the Company have generally been regularly deposited by it with the
appropriate authority subject to point no. 2 and 3 of other matter paragraph included in our main audit report.

There were no undisputed amounts payable in respect of goods and services tax, provident fund,
employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added
tax, cess and other material statutory dues in arrears as at 31st March, 2025 for a period of more than six
months from the date they became payable except as stated below:

Nature of the Statute	Nature of Dues	Amount in Rs.	Period to which Amount relates	Due date	Date of Payment
Service Tax (Indirect Tax)	Service Tax	1,96,853	Opening Balance, and April 2017 to June 2017	6th of Succeeding month	Not paid
TDS (Direct Tax)	TDS	2,46,300	Multiple Years till 31st March 2025

Note: TDS demand has been taken as per Traces Portal

(b) According to the information and explanations given to us and the records produced before us for our
verification, the following statutory dues have not been deposited on account of disputes:

Nature of the Statute	Nature of Dues	Amount in Rs.	Period to which Amount relates	Due date	Date of Payment
Income Tax	Sec 143(1) of the income tax act 1961	3,47,04,003 (Tax Interest)	AY 2007		Not paid- Disputed
Income Tax	Sec 143(1) of the income tax act 1961	28,02,232 (Tax Interest)	AY 2008		Not paid- Disputed

REPLY BY MANAGEMENT ON AUDITORS QUALIFIED OPINION:

In respect of above stated qualifications, your directors would like to clarify the following:

1. Advances Considered Doubtful & Non-Recognition of ECL

The management acknowledges that certain advances towards property and to material/service providers have
been outstanding for a long period. Efforts are being made to reconcile and recover these balances, and
legal/settlement options are also under consideration. Since these amounts are under review and negotiation,
the Company has not made provision for Expected Credit Loss (ECL) at this stage. The management is in the
process of formulating an ECL policy to ensure compliance with Ind AS-109 going forward.

2. Bank Balance Confirmation:

We are in the process of obtaining the Bank Balance Confirmation from the relevant bank for the amount of Rs.

0.53 (in lacs) included under cash and cash equivalents as of March 31, 2025. We will ensure that the balance is
confirmed, and any necessary adjustments will be made accordingly.

3. Purchase of Machinery Dispute:

We acknowledge the dispute related to the amount of INR 235.23 lakhs against the purchase of machinery. We
will work on providing relevant documentation to address this matter and assess its impact on our financial
statements.

4. Balance Confirmations of Borrowings & Other Payables

External confirmations in respect of borrowings and other payables could not be obtained during the audit. The
management confirms that these balances are subject to reconciliation and discussions with the respective
parties. Appropriate action will be taken in due course to either settle or write back these balances as per
applicable law.

5. Income Tax Receivable - Non-Availability of Reconciliation

The Company has recognized tax receivables of Rs. 60.63 Lacs under current assets. Detailed reconciliation for
only certain assessment years was available at the time of audit. The management is in the process of preparing
a comprehensive reconciliation statement for all years and will submit the same to auditors in the next
reporting cycle. The Company is committed to maintaining proper records and supporting documents for all
tax-related matters.

6. Audit Trail

The Company acknowledges that its accounting software for FY 2024-25 did not have an audit trail facility as
required under Rule 3(1) of the Companies (Accounts) Rules, 2014. This lapse has been noted, and compliant
software will be adopted going forward.

7. Statutory Dues

With respect to statutory dues, the Company has generally been regular in deposits; however, certain amounts
remain outstanding:

Service Tax of ^1,96,853 (April-June 2017 and opening balance),

TDS of ^2,46,300 (multiple years till March 31, 2025), and

Income Tax demands of ^3,47,04,003 (AY 2007) and ^28,02,232 (AY 2008), which are under dispute.

The Company is taking steps to resolve these matters and ensure timely compliance in future.

Note: Remaining abovementioned remarks are also coming in the Report of Secretarial Audit so to avoid
delicacy your board clarifies the same in the reply of Remarks given by the Secretarial Auditor.

SECRETARIAL AUDITOR

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, every Listed Company and other class of companies as may be prescribed, is required to
appoint Secretarial Auditor to carry out secretarial Audit of the Company.

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on May 30, 2024, re-appointed
M/s Deepak Arora & Associates, Company Secretaries in Practice, as the Secretarial Auditor of the Company for the
Financial Year 2024-25. Further, at its meeting held on July 04, 2025, the Board appointed M/s ATCS & Associates,
Company Secretaries in Practice, Jaipur, as the Secretarial Auditor of the Company for the first term of five consecutive
years for the Financial Years 2025-2026 to 2029-2030

SECRETARIAL AUDITOR''S REPORT

A Secretarial Audit Report issued by M/s Deepak Arora & Associates, Company Secretaries in Practice, in respect of
the secretarial audit of the Company for the financial year ended March 31, 202 5, is given in Annexure-E and
Secretarial Compliance Report of the Company and it carries the following qualifications:

1. During the period under review the composition of Board of the Company is not duly constituted cxept for
the part of the year due to not having minimum no of independent directors required and accordingly
Composition of Audit Committee and Nomination and Remuneration Committee is not as per the Provisions
of Companies Act, 2013 and as per the regulation of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

2. Furthermore, subsequent to the closure of the financial year, Mr. Narendra Kumar Agarwal (DIN:
11210456) has been appointed as an additional Independent Director of the Company to ensure
compliance with the proper constitution of the board and its committees. After that the composition of
Board and Committee of the Company is duly constituted.

3. Company has its functional Website but it is not maintained as per the requirement of the Act and SEBI
Guidelines during the period under review.

4. Delisting and Compliance Status:

The trading of the company''s shares was suspended on exchange and equity shares of the company has been
delisted from platform of the exchange of BSE Limited w.e.f. May 11, 2018 as per public notice of BSE as
published in financial express newspaper dated 12.05.2018.

As per the Regulation 33 (4) of The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021, the promoters of the company has to acquire the delisted equity shares from the public
shareholders by paying them the value determined by the valuer within three months from the date of
delisting from the recognized stock exchange, subject to their option of retaining their shares but the
promoters of the company has not done the same and filed the appeal/petition against delisting of company
before Securities Appellate Tribunal (SAT) on May 06, 2019.

The company had previously appealed before SAT, Mumbai, against the order dated May 11, 2018, which
delisted the company under Regulation 22(2) of the Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009, seeking condonation of delay. This appeal was rejected and dismissed by SAT on
November 11, 2019. Subsequently, the company filed a civil appeal against SAT''s order before the Supreme
Court

Further, during the period under review, the Company received an order from the Honorable Supreme Court
directing the submission of an undertaking by the authorized officer by March 18, 2024.

In response to the Supreme Court order dated February 19, 2024, in Civil Appeal No. 335-336 of 2020, the
Company submitted an undertaking on March 7, 2024, committing to comply with all required norms within 90
days to BSE Limited. Upon meeting these compliances, the Company''s status will change from "Delisted" to
"Listed."

In accordance with communication to BSE dated May 29, 2024, the Company was required to complete pending
formalities for the revocation of suspension by June 17, 2024, within the 90-day from the date of order. The
Company diligently submitted an application with most of the required information, annexures along with fees
and fines on and before June 17, 2024. Subsequently, the Company''s request for an extension to BSE on June 18,
2024, was declined by BSE. However, in a communication dated June 24, 2024, BSE highlighted several
outstanding compliances, incomplete shareholding patterns, and website stating the due to the Company''s non¬
compliance with the Supreme Court order, its securities will remain compulsorily delisted from the Exchange
platform. Further, the company has requested the extension from Honorable Supreme Court.

After the closure of the Financial Year, the Company received an extension from the Honorable Supreme Court
on July 17, 2025. In compliance with the said order, the Company has addressed all pending matters. The
company has not complied with following regulations of The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and other SEBI Regulations:

a. As per Regulations 13(3), 29, 31, 33, 44, of The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, company has not complied with
provisions of these regulations and the information in XBRL Mode was not submitted to Stock
Exchange due to non-availability of Listing Centre of BSE Limited.

b. As per Regulation 31(2) hundred percent of shareholding of promoter(s) and promoter group is not
in dematerialized form as required under Regulation 31 (2) of The Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. As per Regulation 47, Notice of AGM shall be published in at least one English language national daily
newspaper circulating in the whole or substantially the whole of India and in one daily newspaper
published in the language of the region, where the registered office of the listed entity is situated, the
Company has published the notice of Annual General Meeting dated December 28, 2024 in only one
Newspaper.

d. As per Regulation 47, financial results as specified in Regulation 33 shall be published in at least one
English language national daily newspaper circulating in the whole or substantially the whole of India
and in one daily newspaper published in the language of the region, where the registered office of the
listed entity is situated, the Company has published the financial results in only one Newspaper.

e. The company has not filed the Reconciliation of Share Capital in XBRL Mode in term of Regulation 76
of SEBI (Depositories and Participants) Regulations, 2018 (as amended).

f. We have not found the SEBI and other compliances of company on the BSE Limited platform due to
delisted from the exchange and checked from the physical documents provided by the company.

g. As per Regulations 3(5) and 3(6) of the SEBI (PIT) Regulations, 2015, the company is required to
maintain a Structured Digital Database (SDD) for tracking the sharing of UPSI. It has been observed
that this compliance has not been ensured.

Reply by Board:

In respect of above stated qualifications, your directors would like to clarify the following:

? We acknowledge the auditor''s note on the composition of our Board, Audit Committee, and Nomination and
Remuneration Committee not meeting the requirements of the Companies Act, 2013, and SEBI regulations. To
address this, Mr. Narendra Kumar Agarwal (DIN: 11210456), ensuring compliance with all statutory provisions
post the financial year closure.

? We acknowledge the auditor''s observation regarding the maintenance of our Company''s website not following
the requirements of the Companies Act and SEBI Guidelines during the financial year under review. We are
pleased to inform stakeholders that after the closure of the financial year, the Company has updated and
maintained the website as per the required standards.

? The Board respectfully submits that the Company has been actively pursuing legal and regulatory remedies
against the compulsory delisting of its securities by BSE Limited. In compliance with the Hon''ble Supreme
Court''s order dated February 19, 2024, in Civil Appeal No. 335-336 of 2020, the Company submitted the
required undertaking on March 7, 2024, and thereafter diligently filed the application for revocation of
suspension along with the requisite information, annexures, fees, and fines. While BSE initially declined the
Company''s request for extension, the Hon''ble Supreme Court, vide order dated July 17, 2025, granted further
time to complete the pending compliances. Pursuant to the said order, the Company has addressed the
outstanding matters..” The Company is committed to completing the remaining compliances to facilitate the
eventual restoration of active trading in its securities.

? Further, we acknowledge the non-compliance with certain SEBI Regulations, including Regulations 13(3), 29,
31, 33, 44 and 47 of the SEBI (LODR) Regulations, 2015, as well as Regulations 31(2) and 76 of the SEBI
(Depositories and Participants) Regulations, 2018. The Company is committed to addressing these matters and
ensuring full compliance with all applicable SEBI regulations.

? The software for the Structured Digital Database (SDD) was procured after the closure of the financial year. We
are currently in the process of implementing the same to ensure effective functionality. We assure you that full
compliance with the relevant provisions will be achieved shortly.

COST AUDITOR

The requirement of Cost Audit in your industry has been excluded/ removed in the Companies (Cost Records and Audit)
Rules, 2014, issued by the Ministry of Corporate Affairs vide its notification dated 30^th June, 2014. Therefore, no
appointment was made of the Cost Auditor to carry out the Cost Audit for the financial year ended March 31, 202 5 and
there is no requirement of maintenance of cost records as per section 148 of the Companies Act, 2013.

INTERNAL AUDITOR

M/S M N G AND ASSOCIATES, Chartered Accountant FRN- 036500N, Jaipur was appointed to conduct Internal Audit of
the company for the financial year 2024-25 as required under Section 138 of the Companies Act, 2013 read with Rule 13
of the Companies (Accounts) Rules, 2014 and the reports of the Internal Auditors are reviewed by the Audit Committee
from time to time. The observations and suggestions of the Internal Auditors are reviewed and necessary
corrective/preventive actions are taken in consultation with the Audit Committee.

Further, being re-appointed as the Internal Auditor to conduct the Internal Audit of the Company for the financial year
2025-2026vides Board Resolution dated May 30, 2025.

REPORTING OF FRAUD BY AUDITORS

During the Financial year 2024-25, the Statutory Auditors has not reported any instances of frauds committed in the
Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act,2013.

INVESTOR GRIEVANCE REDRESSAL

The shares of the Company are held in physical and dematerialized form. Skyline Financial Services Private Limited has
been appointed and it has been acting as the Registrar and Share Transfer Agent of the Company for carrying out shares
transfer and other ancillary work related thereto. Skyline Financial Services Private Limited has appropriate systems to
ensure that requisite service is provided to investors of the Company in accordance with the applicable corporate and
securities laws and within the adopted service standards.

As per regulation 13 of Securities and Exchange Board of India (Listing Obligations & disclosure Requirements)
Regulations, 2015, and the number of complaints received and resolved to the satisfaction of investors during the year
under review. There were no pending complaint or share transfer cases as on March 31, 2025, as per the certificate
given by RTA.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

In accordance with the requirements of Regulation 76 of the SEBI (Depositories and Participants) Regulations,
2018, read with SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002, a Reconciliation of Share
Capital Audit is required to be carried out by a Practicing Company Secretary on a quarterly basis. The objective of the
audit is to reconcile the total admitted capital with the records of the depositories, viz., National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL), with the total issued and listed capital of
the Company. The audit further confirms that the total issued and paid-up share capital is in agreement with the
aggregate of the total number of shares in physical form and those held in dematerialized form with NSDL and CDSL.
The report of such audit is required to be submitted to the Stock Exchanges where the Company''s shares are listed.

During the year under review, the Company was not in compliance with the aforesaid requirement, as the shares of the
Company continued to remain delisted and trading of its securities was not available on BSE Limited. Consequently,
the Company also did not have access to the Listing Centre of BSE Limited for making the necessary submissions.

CODE OF CONDUCT

The Board of Directors of the Company has adopted code of conduct for all Board Members and Senior Management
Personnel of the Company and the said code of conduct is placed on the website of the Company at www.bglgroup.in. All
the Board Members and Senior Management Personnel have affirmed compliance with the applicable Code of Conduct
for the financial year 2024-25. A declaration to this effect, signed by the CEO& Director of the Company is herewith
attached as a part of this Report.

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations
and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of
Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of
Conduct is dealing with ethical issues and also fosters a culture of accountability and integrity. The Code in accordance
with the requirements of Securities and Exchange Board of India (Listing Obligations & disclosure Requirements)
Regulations, 2015, has been posted on the Company''s website www.bglgroup.in . All the Board Members and Senior
Management Personnel have confirmed compliance with the Code of Conduct for the financial year 2024-25. A

declaration to this effect, signed by the CEO & Director of the Company is annexed herewith as Annexure-B and
forms part of this Report.

CONFLICT OF INTERESTS

Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in
other companies including Chairmanships and notifies changes during the year. The Members of the Board while
discharging their duties, avoid conflict of interest in the decisionmaking process. The Members of Board restrict
themselves from any discussions and voting in transactions in which they have concern or interest.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY

During the financial year under review, no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company''s operations in future except in connection with the ongoing
proceedings relating to Civil Appeal No. 335-336 of 2020 before the Hon''ble Supreme Court. In this matter, the Court,
vide its order dated July 17, 2025, granted the Company an extension of 30 days to complete the pending compliances
with BSE Limited for revocation of delisting/suspension.

INTERNAL COMPLAINT COMMITTEE (ICC) AND OTHER DISCLOSURES UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

Your Company has zero tolerance sexual harassment at workplace. The company has in place an Anti-Sexual
Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints
related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013 read with Rules there under, the Internal Complaint Committee of the Company has not received
any complaint of Sexual Harassment during the financial year under review.

The following is a summary of Sexual Harassment complaints received and disposed of during the year 2024-25:

No. of Complaints received: NIL
No of complaints disposed of: NIL

MATERNITY BENEFITS

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity
Benefit (Amendment) Act, 2017. All eligible women employees are entitled to maternity benefits, including paid leaves,
as prescribed under the law.

The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling
workplace that encourages work-life balance and facilitates a smooth transition during and after maternity.

No complaints or grievances relating to maternity benefits were reported during the financial year 2024-25.

CAUTION STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s
objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations.
Actual results may differ from those expressed in the statements.

HEALTH. SAFETY AND ENVIRONMENT PROTECTION

Company''s Health and Safety Policy commits to comply with applicable legal and other requirements connected with
occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all
employees of the Company.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial
standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating
effectively.

INSIDER TRADING CODE

Your Company has formulated Code of Conduct for Prevention of Insider Trading in Company''s Securities (“Code”) in
accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. The objective of this Code is to
protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any
insider trading activity by way of dealing in securities of the Company by its Designated Persons while in possession of
unpublished price sensitive information in relation to Company. The code is hosted on website of the Company at
www.bglgroup.in.

COMPULSORY DELISTING OF EQUITY SHARES OF THE COMPANY

The equity shares of the Company were compulsorily delisted by BSE w.e.f. May 11, 2018, due to non-payment of
listing fees and non-compliances.The Company filed appeals before SAT (dismissed on November 11, 2019) and
thereafter before the Hon''ble Supreme Court, where the matter is under consideration.

During the year under review, the Hon''ble Supreme Court, vide order dated February 19, 2024, directed the Company
to submit an undertaking, which was duly filed on March 07, 2024, committing to complete pending compliances
within 90 days. The Company filed its application with requisite documents, annexures, fees, and fines by June 17,
2024; however, BSE pointed out certain deficiencies and declined the request for extension.

On further appeal dated April 30, 2025, the Hon''ble Supreme Court, vide order dated July 17, 2025, granted an
additional 30 days, within which the Company submitted all required compliances by August 07, 2025. The Company
remains committed to fulfilling the balance requirements to enable restoration of active trading in its securities.

DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON-EXECUTIVE INDEPENDENT
DIRECTOR

There are no pecuniary relationships or transactions of the non-executive independent director vis-a-vis the company for the
period ending March 31, 2025.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

1. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity
shares with differential rights as to dividend, voting or otherwise.

2. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued
shares (including sweat equity shares) to employees of the Company under any scheme.

3. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued
equity shares under the scheme of employee stock option.

4. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose
the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

5. The requirement to disclose the details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof, is not applicable.

6. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or
commission from any of its subsidiaries except sitting fees as entitled as a Non-Executive Directors in
subsidiary Companies.

7. Since the Company has not formulated any scheme of provision of money for purchase of own shares by
employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are
required to be made.

8. There was no revision of financial statements and Board''s Report of the Company during the year under review.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers,
Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for
their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for
their commitment, dedication and hard work put in by every member of the Company.

For and on behalf of the Board of Directors
For Bhagawati Gas Limited

Regd. Office:

Banawas, Khetri Nagar,

Jhunjhunu, Rajasthan-333504 Sd/-

CIN: U24111RJ1974PLC005789 Rakesh Samrat Bhardwaj

Date: August 14, 2025 Chairman & Managing Director

Place: NewDelhi DIN:00029757

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting their 40th Annual Report, together with the audited accounts of the Company, for the financial year ended March 31, 2014 as follows:

FINANCIAL RESULTS (Amount in Rs. Lacs) Particulars 2013-2014 2012-2013

Gross Income 14 26

Gross Profit (86) (161)

(before extra ordinary items, interest, depreciation and tax)

Bad debts written off - -

Interest 22 33

Depreciation - -

Provision for Tax - -

Net Profit/(Loss) (167) (248)

Profit/(Loss) brought forward from last year - (158)

Profit/(Loss) carried to Balance Sheet (167) (406)



OPERATIONS REVIEW

The Company''s oxygen plants at Khetri Nagar, Rajasthan continued to remain closed because its main supplier Hindustan Copper Ltd (HCL) has not yet restarted its smelter plant operation. This resulted in huge financial losses to the Company.

DIVIDEND

In view of loss, the Board of Directors does not recommend any dividend for the year ended March 31, 2014.

DIRECTORS

Mr. Vivek Sharma (DIN: 00041217), director of the Company retire by rotation and is eligible for re- appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("the Act"), the directors confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. that they 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 the year;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d. that they have prepared the annual accounts of the Company on a going concern basis.

FIXED DEPOSITS

During the year, the Company has not invited or accepted any deposit from the public under Section 58-A of the Companies Act 1956. No public deposit is outstanding.

LISTING

The equity shares of Company are listed at Bombay Stock Exchange Limited (BSE). The Company has not paid the listing fee for the year 2014-2015 to BSE due to financial constraint.

AUDITORS AND AUDITORS'' REPORT

Pursuant to provisions of Section 224 of the Companies Act, 1956, M/s Chaturvedi & Partners, Chartered Accountants, New Delhi (Firm Registration No. 307068E) were the Statutory Auditors of the Company who hold office up to the conclusion of the forthcoming Annual General Meeting.

As per Section 139(2) of the Companies Act, 2013 they are eligible for re-appointment for a term of three (03) consecutive years (Financial years 2014-15,2015-16,2016-17) till the conclusion of the 43rd Annual General Meeting of the Company, subject to ratification by the Members at every Annual General Meeting. The Company has received a letter from M/s Chaturvedi & Partners, Chartered Accountants, New Delhi to the effect that their re-appointment, if made, would be in accordance with the conditions prescribed under Section 139(2) of the Companies Act, 2013 and they are not disqualified for such re-appointment within the meaning of Section 141 of the Act.

Information and explanation on remarks in the Auditors'' Report:

i. In respect of auditors'' observation regarding absence of external confirmation from the customer/parties from whom these amounts are due. It is submitted that company is trying to get confirmation from the customers/external parties and expects to receive the same by the end of upcoming quarter i.e. 30th September, 2014.

ii. In respect of auditors'' observation regarding expiry of gas supply agreement and restoration of Company''s operation. It is submitted that company is negotiating the extension of the same for the period HCL smelter remained closed as consented by them earlier.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1)(e) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure I which forms part of the Directors'' Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations and financial position of the Company has been provided as Annexure II which forms part of the Directors'' Report.

CORPORATE GOVERNANCE REPORT AND GENERAL SHAREHOLDER INFORMATION

As required by Clause 49 (VI) of the listing agreement entered into by the Company with the Stock Exchanges, a detailed report on corporate governance is provided as Annexure III which forms part of the Directors'' Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard. The practicing Company Secretary certificate on compliance with corporate governance requirements by the Company is attached to the Corporate Governance Report and forms part of the Directors'' Report.

PERSONNEL

None of the employees of the Company was drawing salary in excess of the limits prescribed under the Section 217(2A) of the Companies Act, 1956 read with the Companies (particular of employees) Rules 197

ACKNOWLEDGEMENT

Directors place on record their thanks for the assistance and co-operation received from Banks and all other customers for their continued support and patronage.

Your Directors also wish to place on record the dedicated and devoted services rendered by all personnel of the Company.

Regd. office: For Bhagawati Gas Limited Banawas, Khetri Nagar, Jhunjhunu, Rajasthan-333504 CIN: L24111RJ1974PLC005789 Rakesh Samrat Bhardwaj Chairman

Date: 14th August, 2014

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Mar 31, 2011

Dear Members,

The directors have pleasure in presenting their thirty seventh annual report, together with the audited accounts of the company, for the financial year ended March 31, 2011 as follows:

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2010-11 2009-10

Gross Income 579 710

Gross Profit 266 310 (before extra ordinary items, interest, depreciation and tax)

Loss on sale of Assets and assets discarded 190 0

Bad debts written off 315 0

Interest 52 68

Depreciation 62 74

Provision for Tax (137) 32

Net Profit/(Loss) (216) 136

Profit/(Loss) brought forward from last year 60 (76)

Profit/(Loss) carried to Balance Sheet (156) 60

2010-11 IN RETROSPECT

Hindustan Copper Ltd (HCL) shut down its smelter at Khetri Copper Complex w.e.f. December 9, 2008 due to steep down trend in world copper prices. This resulted in shut down of company’s oxygen plants at Khetri Nagar Rajasthan as the same are dedicated plants fully dependent on HCL. HCL has not yet restarted its smelter plant operation and as such the company’s oxygen plants continued to remain closed during the year under review. It has affected overall functionary of the company.

The sale of 120 TPD plant to Sunflag Iron & Steel Company Ltd. is effected this year. On review assets not useful were also discarded.

Based on review of arbitration awards balance of outstanding dues with Hindustan Copper Ltd. became bad were written off along with some other balances.

TERM LOANS FROM FINANCIAL INSTITUTIONS

The amount of Rs. 34.07 lakhs outstanding against IFCI has been repaid in full during this financial year.

The amount of Rs. 66.59 lakhs, shown as outstanding against IDBI in the balance sheet for the financial year ended March 31, 2011 has since been repaid in full. With this repayment the sub heading of the balance sheet schedule ‘Term loans from financial institutions’ is nil on the date of this report.

DIVIDEND

In view of loss, the Board of Directors do not recommend any dividend for the year ended March 31, 2011.

DIRECTORS

Dr. Gokulanand Mukherjee, director of the company retire by rotation and being eligible offers himself for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

The directors’ confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. that they 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 the year;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d. that they have prepared the annual accounts of the company on a going concern basis.

FIXED DEPOSITS

During the year, the company has not invited or accepted any deposit from the public under Section 58-A of the Companies Act 1956. No public deposit is outstanding.

AUDITORS AND AUDITORS’ REPORT

M/s. Chaturvedi & Partners, Chartered Accountants, the Statutory Auditors of the company, retire at the ensuing annual general meeting and are eligible for reappointment.

Information and explanation on remarks in the Auditors’ Report

i. In respect of auditors’ observation regarding income in respect of minimum off take charges and other claims it is submitted by the management that the company is expect to recover the same from its customer.

ii. In respect of auditors’ observation regarding non provision for doubtful advances and security deposits, it is submitted by the management that it will be recovered in due course of time and therefore provision there against is not considered necessary.

iii. In respect of auditors’ observation regarding regular payment of interest to the company for inter corporate loan granted by the company, it is submitted by the management that the company and the borrower company are considering the conversion of the said loan into equity, the terms of conversion are in process.

iv. Delay in repayment of dues to financial institution and in a few cases in depositing statutory dues, it is clarified that there was delay in conversion of receivables in cash and raising funds from other sources resultant in delayed fulfillment of commitments towards financial institutions and statutory dues by the company, which were all subsequently rectified.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1)(e) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure I which forms part of the Directors'' Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations and financial position of the company has been provided as Annexure II which forms part of the Directors'' Report.

CORPORATE GOVERNANCE REPORT AND GENERAL SHAREHOLDER INFORMATION

As required by Clause 49 (VI) of the listing agreement entered into by the company with the stock exchanges, a detailed report on corporate governance is provided as Annexure III which forms part of the Directors'' Report. The General Shareholders Information has been provided as Annexure IV which forms part of the Directors'' Report. The company is in compliance with the requirements and disclosures that have to be made in this regard. The practicing Company Secretary certificate on compliance with corporate governance requirements by the Company is attached to the Corporate Governance Report and forms part of the Directors'' Report.

PERSONNEL

None of the employees of the company was drawing salary in excess of the limits prescribed under the Section 217(2A) of the Companies Act, 1956 read with the Companies (particular of employees) Rules 1975.

ACKNOWLEDGEMENT

Relation with the work force at all the units continued to be cordial. Yo u r Directors wish to express their grateful appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

Your Directors also wish to place on record their appreciation for the services rendered by our people at all levels in the company and for their contribution towards the success of the organisation.

Corporate Office: for & on behalf the Board

A-27-B, Sector-16,

Noida-201301,

Uttar Pradesh Rakesh Samrat Bhardwaj

August 11, 2011 Chairman

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Mar 31, 2010

The directors have pleasure in presenting their thirty sixth annual report, together with the audited accounts of the company, for the financial year ended March 31, 2010 as follows:

FINANCIAL RESULTS (Rs.in Lakhs)

Particulars 2009-10 2008-09

Gross Income 710 1571

Gross Profit(before interest, depreciation and tax) 310 427

Interest 68 183

Depreciation 74 247

Provision for Tax3254

Net Profit/(Loss) 13 643

Profit/(Loss) brought forward from last year (76) (119)

Profit/(Loss) carried to Balance Sheet 60 (76)



Hindustan Copper Ltd.( HCL) shut down its smelter at Khetri copper complex w.e.f. December 9, 2008 due to steep down turn in world copper prices. This resulted in shut down of companys oxygen plants at Khetri Nagar Rajasthan as the same are dedicated plants fully dependent on HCL This has affected the financial performance of the company.

As per the written communication HCL is likely to commission its smelter within the current financial year.

DIVIDEND

In view of loss, the Board of Directors do not recommend any dividend for the year ended March 31, 2010.

DIRECTORS

Mr. Kailash Chand Kedia, director of the company retire by rotation and being eligible offers himself for re-appointment.

Mr. Ganga Charan has been appointed as an additional director of the company on February 10, 2010 to hold office up to the date of the ensuing annual general meeting. The company has received notice from a member along with the requisite fee proposing his candidature as director of the company as required under Section 257 of the Companies Act, 1956. Your Directors consider it desirable that the company should continue to avail the guidance and advice of Mr Ganga Charan and recommend his appointment as regular director.

During the year under review, Capt. (Retd.) Sitaram Ramaprasad resigned from the Board of Directors of the company. The Board of Directors places on record its appreciation for the valuable services rendered by him during the tenure of his office.

DIRECTORS RESPONSIBILITY STATEMENT

The directors confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. that they have selected such accounting policies and applied them consistently and made judgements 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 the year;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d. that they have prepared the annual accounts of the company on a going concern basis.

FIXED DEPOSITS

During the year, the company has not invited or accepted any deposit from the public under Section 58-A of the Companies Act 1956. No public deposit is outstanding.

AUDITORS AND AUDITORS REPORT

M/s. Chaturvedi & Partners, Chartered Accountants, the Statutory Auditors of the company, retire at the ensuing annual general meeting and are eligible for reappointment.

Information and explanation on remarks in the Auditors Report

i. In respect of auditors observation regarding non provision for doubtful advances, security deposits and sundry debtors, it is submitted that the management is hopeful that the same will be recovered in due course of time and therefore provision there against is not considered necessary.

ii. In respect of auditors observation regarding regular payment of interest to the company for inter corporate loan granted by the company, it is submitted by the management of the company that repayment of principal & payment of interest are on demand and no such demand is pending for payment or repayment.

iii. Delay in repayment of dues to financial institution and in a few cases in depositing statutory dues, it is clarified that there was delay in conversion of receivables in cash resultant in delayed fulfillment of commitments towards financial institutions and statutory dues by the company, which were all subsequently rectified.

DELISTING OF EQUITY SHARES FROM JAIPUR STOCK EXCHANGE, RAJASTHAN

The equity shares of your company were delisted from Jaipur Stock Exchange, Rajasthan w.e.f. June 7,2010.

CHANGE IN NAME OF THE COMPANY

The name of the company has been changed from Bhagawati Gases Limited to Bhagawati Gas Limited w.e.f. October 23, 2009 after obtaining approval of Central Government.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1)(e) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure I which forms part of the Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations and financial position of the company has been provided as Annexure II which forms part of the Directors Report.

CORPORATE GOVERNANCE REPORT AND GENERAL SHAREHOLDER INFORMATION

As required by Clause 49 (VI) of the listing agreement entered into by the company with the stock exchanges, a detailed report on corporate governance is provided as Annexure III which forms part of the Directors Report. The General Shareholders Information has been provided as Annexure IV which forms part of the Directors Report. The company is in compliance with the requirements and disclosures that have to be made in this regard. The practicing Company Secretary certificate on compliance with corporate governance requirements by the company is attached to the Corporate Governance Report and forms part of the Directors Report.

PERSONNEL

None of the employees of the company was drawing salary in excess of the limits prescribed under the Section 217(2A) of the Companies Act, 1956 read with the Companies (particular of employees) Rules 1975.

ACKNOWLEDGEMENT

Relation with the work force at all the units continued to be cordial. Your Directors wish to express their grateful appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

Your Directors also wish to place on record their appreciation for the service rendered by our people at all levels in the company and for their contribution towards the success of the organisation.

Corporate Office: For and on behalf of the Board

A-27-B, Sector-16,

Noida - 201301

Uttar Pradesh Rakesh S Bhardwaj

14th August, 2010 Chairman & Managing Director

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Mar 31, 2009

The Directors have pleasure in presenting their Thirty Fifth Annual Report, together with the Audited Accounts of the company, for the financial year ended March 31, 2009 as follows:

FINANCIAL RESULTS (Rupees in Lakhs)

Particulars 2008-09 2007-08

Gross Income 1571 1686

Gross Profit(before interest, depreciation and tax) 427 492

Interest 83 38

Depreciation 247 272

Provision for Tax 54 (44)

Net Profit/(Loss) 43 226

Profit/(Loss) brought forward from last year (119) (345)

Profit/(Loss) carried to Balance Sheet (76) (119)

MANAGEMENTS DISCUSSION & ANALYSIS REPORT

The Report on Managements Discussion and Analysis covering matters listed inter-alia in Clause 49 of the Listing Agreement for the year under review is attached to this report.

DIVIDEND

Your Directors have not recommended any dividend for the period under review.

FIXED DEPOSITS

During the year, the company has not invited or accepted any deposit from the public under Section 58-A of the Companies Act 1956. No public deposit is outstanding.

DIRECTORS

Mr. Vivek Sharma has been appointed as whole time director, for a period of five years, of the company w.e.f. 1st June, 2008.

Capt.(Retd.) Sitaram Ramaprasad and Dr. Gokulanand Mukherjee retire by rotation and are eligible for reappointment.

Mr. Rakesh Samrat Bhardwaj completed his term as Managing Director of the company on 30th June,2009. The Board of Director at their meeting held on 27th June 2009 has re-appointed Mr. Rakesh Samrat Bhardwaj as Managing Director of the company for a period of 5 years with effect from 1 st July 2009 subject to the approval of the shareholders in the General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT The Directors confirm:

A. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

B. that they 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 the year;

C. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

D. that they have prepared the annual accounts of the company on a going concern basis.

AUDITORS REPORT

The Auditors have pointed out in their report [Point 3(xi)] about default in repayment of dues to financial institutions. In this connection, it is submitted that there was delay in conversion of receivables in cash resultant in delayed fulfillment of commitments towards financial institutions by the company.

The Auditors also have pointed out in their report [Point 4] about doubtful advance and security deposits aggregating to Rs. 22,303,031 and that effects of the above on the accounts are indeterminate . In this connection, it is submitted that the management is hopeful of recovering the amount in due course of time and therefore provision there against is not considered necessary.

AUDITORS

M/s. Chaturvedi & Partners, Chartered Accountants, the Statutory Auditors of the company, retire at the ensuing Annual General Meeting and are eligible for reappointment.

CORPORATE GOVERNANCE

Report on Corporate Governance is separately presented as part of the Annual Report.

PERSONNEL

None of the employee of the company was drawing salary in excess of the limits prescribed under the Section 217(2A) of the Companies Act, 1956 read with the Companies (particular of employees) Rules 1975.

TRADING OF SECURITIES AT DELHI STOCK EXCHANGE

The Securities of your company are re-admitted for trading at Delhi Stock Exchange w.e.f. 29th June, 2009.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1)(e) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A.

ACKNOWLEDGEMENT

Relation with the work force at all the units continued to be cordial. Your Directors wish to express their grateful appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

Your Directors also wish to place on record their appreciation for the service rendered by our people at all levels in the Company and for their contribution towards the success of the organisation.

Corporate Office: For and on behalf of the Board

A-27-B, Sector-16,

Noida- 201301

Uttar Pradesh Rakesh Samrat Bhardwaj

31st July,2009 Chairman

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Mar 31, 2007

The Directors have pleasure in presenting the 33" Annual Report together with the Audited Accounts for the financial year ended March 31,2007.

Financial Results.

The highlights of the Company for the financial year ended March 31,2007 are as under:

Particulars (in Rs. Lacs) 2007 2006

Gross Income 1518 1766 Gross Profit (before interest, depreciation and tax) 470 427 Interest 30 50 Depreciation 269 268 Provision for Tax (36) (96) Net Profit/(Loss) 207 204 Profif(Loss) brought forward (427) (632) from last year Profit available for appropriation Nil Nil Profit/(Loss) carried to Balance Sheet (220) (428) Profity(Loss) transferred Nil Nil to General Reserve

Operations

During the year only one plant was operated as the other plant of 120 TPD is under relocation to Sunflag Iron and Steel Company Limited site Bhandara (Maharashtra) resulting in to decline in turnover.

Managements Discussion & Analysis Report

The Report on Managements Discussion and Analysis covering matters listed inter alia in Clause 49 of the Listing Agreement for the year under review is attached to this report.

Directors

Dr. Gokulanand Mukherjee retires by rotation and being eligible, offer himself for reappointment at the ensuing Annual General Meeting.

Mr. Kailash Chand Kedia and Mr. Vivek Sharma were appointed as additional directors in terms of Section 260 of the Companies Act, 1956. They shall hold office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from members proposing the candidatures of Mr. Kailash Chand Kedia and Mr. Vivek Sharma for the office of Director.

A brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

It is disheartening to place on record the sudden demise of our esteemed director Mr. V.P.Punj who left us for his heavenly abode on October 08, 2006.The Board members pays its homage to the departed soul.

Dividend

Your Directors have not recommended any dividend for the financial year 2006-07.

Fixed Deposits

During the year, the Company has not invited or accepted any deposit from the public under Section 58-A of the Companies Act 1956.No public deposit is outstanding.

Directors Responsibility Statement

The Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that they 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 the year;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that they have prepared the annual accounts of the Company on a going concern basis.

Auditors and Auditors Report

Messrs Chaturvedi & Partners, Chartered Accountants, the Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the re-appointment of Messrs Chaturvedi & Partners, Chartered Accountants, as auditors of the Company.

The Company has received certificate from the above mentioned firm of Chartered Accountants, confirming that their appointment if made would be within the limits prescribed under section 224(1 B) of the Companies Act., 1956 and that they are not disqualified for such appointment, within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act,1956.

There being no reservation, qualification or adverse remarks in the Auditors Report, no further explanations are required.

Cost Auditors

The Central Government had directed an audit of the cost accounts maintained by the Company in respect of its industrial gases products. The Central Government has approved the appointments of M/s.J.K.Kabra & Company Cost Accountant, for conducting the cost audit for the financial year ending March 31, 2008.

Personnel

None of the employees of the Company was drawing salary in excess of the limits prescribed under the Section 217(2A) of the Companies Act, 1956 read with the Companies (particular of employees) Rules 1975.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1)(e) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is attached to this report.

Corporate Governance

Your Company is committed to good Corporate Governance practices. As per Clause 49 of the Listing Agreement a separate section on Corporate Governance forms part of the Annual Report. A certificate from the practicing company secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Acknowledgement

Relation with the work force at all the units continued to be cordial.

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

Your Directors also wish to place on record their appreciation for the service rendered by our people at all levels in the Company and for their contribution towards the success of the organisation.

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Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTORS' REPORT

Your Directors have pleasure in presenting the 32nd Annual Report together with the Audited Accounts for the financial year ended March 31, 2006.

Financial Results:

The highlights of the Company for the financial year-ended March 31, 2006 are as under:

Particulars (in Rs. Lacs) 2006 2005

Gross Income 1766 489 Gross Profit (before interest, depreciation and tax) 427 (62) Interest 51 39 Depreciation 268 300 Provision for Tax 96 0.32 Net Profit/(Loss) 204 4 Profit/(Loss) brought forward from last year 632 399 Profit available for appropriation Nil Nil Profit/(Loss) carried to Balance Sheet 204 Nil Profit/(Loss) transferred to General Reserve (428) (632)

Management's Discussion & Analysis Report:

The Report on

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Mar 31, 2005

Your Directors have pleasure in presenting the 31st Annual Report together with the Audited Accounts for the financial year ended March 31,2005.

Financial Results.

The highlights of the Company for the financial year ended March 31, 2005 are as under

Particulars (in Rs. Lacs) 2005 2004

Gross Income 489 2096

Gross Profit (62) 576

(before interest, depreciation and tax) Interest 39 199

Depreciation 300 374

Provision for Tax 0.32 0.25

Net Profit/(Loss) 4 3

Profit brought forward from last year (399) (527)

Profit available for appropriation Nil Nil

Profit carried to Balance Sheet Nil Nil

Loss transferred to General Reserve (632) (399)

Managements Discussion & Analysis Report.

The Report on Managements Discussion and Analysis covering matters listed inter alia in Clause 49 of the Listing Agreement for the year under review is attached to this report.

Dividend.

Due to inadequacy of profit, Directors regrets their inability to recommend any dividend.

Fixed Deposits.

During the year, the Company has not invited or accepted any deposit from the public, under Section 58-A of the Companies Act 1956. No public deposit is outstanding.

Directors.

Capt.(Retd.) Sitaram Ramaprasad is the director liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

Brief resume of Capt.(Retd.) Sitaram Ramaprasad, nature of his expertise in specific functional area and names of the other Companies in which he hold Directorship and Membership/Chairmanship of Committees of the Board and his shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement, are given in the report on Corporate Governance elsewhere in the Annual Report.

During the year under review, IDBI withdrew nomination of Shri Rajesh Malhotra from the Board of the Company with effect from May 18, 2004. The Board places on record its highest appreciation for the valuable guidance by him during his tenure as a Director of the Company.

Directors Responsibility Statement.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(II) 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 as at March 31, 2005 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a `going concern basis.

Auditors and Auditors Report.

Messrs Chaturvedi & Partners, Chartered Accountants, the Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the re-appointment of Messrs Chaturvedi & Partners, Chartered Accountants, as auditors of the Company. The Company has received certificate from the above mentioned firm of Chartered Accountants, confirming that their appointment if made would be within the limits prescribed under section 224(1 B) of the Companies Act., 1956 and that they are not disqualified for such appointment, within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956.

There being no reservation, qualification or adverse remarks in the Auditors Report, no further explanations are required.

Cost Auditors.

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the Company has appointed M/s.J.K.Kabra & Company for conducting Cost Audit for the financial year ended March 31, 2005 the same has been applied to Central Government for their approval.

Personnel.

None of the employees of the Company was drawing salary in excess of the limits prescribed under the Section 217(2A) of the Companies Act, 1956 read with the Companies (particular of employees) Rules 1975.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo.

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Corporate Governance.

The Company has been proactive in following the principles and practices of good Corporate Governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with Stock Exchange(s) are duly complied with. A separate report on Corporate Governance is given elsewhere in the Annual Report.

Acknowledgement.

Relation with the work force at all the units continued to be cordial.

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

Your Directors also wish to place on record their appreciation for the service rendered by our people at all levels in the Company and for their contribution towards the success of the organisation.

By Order of the Board Place: New Delhi Sanjay Kumar Date : July 30,2005 Company Secretary

ANNEXURE - A

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988, a statement showing the information relating to the Research and Development, Technology Absorption and Foreign Exchange earnings and outgo are forming part of |the Directors Report are stated below: - Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in the case of our Company.

1. RESEARCH & DEVELOPMENT:

a) Specific area In which R & D carried out by the Company

Research and Development has been continuously carried to reduce evaporation of Oxygen Gas and consumption of power.

b) Benefits derived as a result of the above R & D: -

Loss on account of evaporation has been reduced considerably and less consumption of power.

c) Future Plan of Action: -

Research and Development activities continued to reduce process wastage and utilisation of waste Nitrogen.

d) Expenditure on R & D: -

Charged under primary heads of accounts.

2.TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION: -

a. Efforts made towards technology absorption, adaptation and innovation: -

The Company has successfully absorbed the technology of the plant supplied by the supplier.

b. Benefits derived as a result of the above efforts: - Quality of Oxygen Gas produced is of very high standard and acceptable to the consumers of the Companys product.

c. Particulars relating to imported technology: - Nil

3. FOREIGN EXCHANGE EARNING AND OUTGO: -

a. Foreign Exchange earning - Nil

b. Foreign Exchange outgo - Rs.2, 27,190/-

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Mar 31, 2004

The Directors have pleasure in presenting the 30th Annual Report along with the audited statements of accounts for the year ended 31 March 2004.

2003-04 in retrospect:

The Company's plants are tailor-made to suit the gas requirements of Hindustan Copper Limited. The Company has two tonnage oxygen gas plant-50 Tons per day and 120 Tons per day. The contract with Hindustan Copper Limited for 50 Tons per day oxygen gas supply has expired on 14 August 2002. The contract for 120 TPD plant was expired on 31 March 2004. On mutual discussions, the contract for 120 TPD plant was extended till 30 June 2004. At present, Hindustan Copper Limited's plant is under maintenance and our contract is also not renewed. The Hindustan Copper Limited 's requirement of gas was only met through 120 TPD plant, which remain more or less stable throughout the year. The 50 TPD plant was lying idle for the full year. The Company is trying to find out an alternative user for this plant.

Financial Results and Operations

PARTICULARS (in Rs. Lacs)

2004 2003

Gross Income 2096 1872 Gross Profit (before interest, depredation and tax) 576 413 Interest 99 317 Depreciation 374 338 Provision for Tax 0.25 Nil Net Profit (+)/loss (-) 3 (242) Profit brought forward from last year (527) (468) Profit available for appropriation Nil Nil Profit carried to Balance Sheet Nil Nil Loss transferred to General Reserve (524) (527)

Dividend

Due to inadequacy of profit, Directors regrets its inability to recommend any dividend.

Public deposits

During the year, the Company has not invited or accepted any deposit from the public, under Section 58-A of the Companies Act 1956. No public deposit is outstanding.

Particulars in respect of conservation of energy technology absorption and foreign exchange earnings and outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Particulars of employees.

None of the employee of the company was drawing salary in excess of the limits prescribed under the Section 217(2A) of the Companies Act, 1956 read with the Companies (particular of employees) Rules 1975.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr.G.Mukherjee retire by rotation at the ensuing Annual General Meeting. He is eligible for re-appointment. Shri Rajesh Malhotra, Nominee Director (IDBI) and Shri P.B.Vijayaraghavan, Nominee Director (UTI) had resigned from the board on 18 May 2004 and 29 December 2003 respectively.

Management discussion and analysis

The Company's plants are tailor-made to suit the requirements of Hindustan Copper Limited .As per our discussions and analysis, Hindustan Copper Limited does not require oxygen supply from 50TPD plant. Their requirement can be met through 120TPD plant. We are trying to relocate our 50TPD plant. In the current financial year, Hindustan Copper Limited plant is closed from 1 July 2004 for major maintenance and overhauling. This year the turnover of the Company is expected to drop considerably.

Hindustan Copper Limited has floated tender for 120TPD plant. The company has participated in the tender. This tender is under evaluation process with Hindustan Copper Limited.

Our Company's finances suffered due to the bottlenecks in the operations of Hindustan Copper Limited. Considering our dependence on Hindustan Copper Limited & poor off take by Hindustan Copper Limited in the past years, our financial institutions have agreed to restructure the loan of the Company. The Company has fulfilled its commitment as per the sanctioned packaged of IDBI, IIBI & IFCI. The Company is in the process of settling the dues of UTI.

Directors responsibility statement

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departures,

(ii) had 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 profit of the company for that period,

(iii) had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

(iv) had prepared the annual accounts on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Report on Corporate Governance with Auditors' Certificate has been attached to form part of the Annual Report.

Auditors' Report

The observations of the Auditors in their Report on Accounts read with the relevant notes are self-explanatory.

Auditors

M/s. Chaturvedi and Partners, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Cost Audit

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts every year. Subject to the approval of Central Government, the Company has appointed M/s. J. K. Kabra & Co. Cost Auditors to audit the cost accounts for the financial year ended 31 March 2004.

Industrial Relations

Relation with the work force at all the units, continued to be cordial.

the Directors wish to express their grateful appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and shareholders during the year under review.

The Directors also wish to place on record their appreciation for the service rendered by our people at all levels in the Company and for their contribution towards the success of the organisation.

By Order of the Board

For Bhagawati Gases Limited Place : New Delhi (Rakesh S. Bhardwaj) Date : 20 August 2004 Managing Director

ANNEXURE-A

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988, a statement showing the information relating to the Research and Development, Technology Absorption and Foreign Exchange earnings and outgo are forming part of the Directors' Report are stated below :-

Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in the case of our company.

1. RESEARCH & DEVELOPMENT

a. Specific area in which R & D carried out by the Company

Research and Development has been continuously carried to reduce evaporation of oxygen gas and consumption of power.

b. Benefits derived as a result of the above R & D

Loss on account of evaporation has been reduced considerably and less consumption of power.

c. Future Plan of Action

Research and Development activities continued to reduce process wastage and utilisation of waste Nitrogen.

d. Expenditure on R & D

Charged under primary heads of accounts.

2. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

a. Efforts made towards technology absorption, adaptation and innovation

The Company has successfully absorbed the technology of the plant supplied by the supplier.

b. Benefits derived as a result of the above efforts

Quality of Oxygen Gas produced is of very high standard and acceptable to the consumers of the company's product.

c. Particulars relating to imported technology - Nil

3. FOREIGN EXCHANGE EARNING AND OUTGO

a. Foreign Exchange outgo - Nil b. Foreign Exchange earning - Nil

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Mar 31, 2003

Your Directors have pleasure in presenting the 29th Annual Report alongwith the audited statement of accounts for the year ended 31st March 2003.

1. 2002-03 in retrospect:

Company's plants are tailor-made for the captive consumption of gas by M/s. Hindustan Copper Ltd. (HCL), Khetrinagar. Hence the marketing strategy is limited and company cannot supply the gas to any other consumer. Due to some problems at their end, consumption of gas by HCL has come down drastically. This has resulted into low capacity utilisation of the plants and ultimately low sales realisation. All these factors adversely affected trie capacity utilisation and operation of the company. The 50 TPD Plant contract with HCL has already expired on 14th August,2002andthe120TPD Plant contract with HCL will expire on 31st March, 2004.

FINANCIAL RESULTS AND OPERATIONS

PARTICULARS RS.(LACS) 2003 2002

Gross Income 1933 2526 Gross Profit (before interest, depreciation and tax) 413 473 Interest 317 570 Depreciation 338 322 Provision for Tax Nil 11 Net Profit +/loss (-) (242) (430) Profit Brought forward from Last year (468) (38) Profit available for appropriation Nil Nil Profit carried to Balance Sheet Nil Nil Loss transferred to General Reserve (527) (468)

2. Dividend

Due to inadequacy of profit, Directors regret its inability to recommend any dividend.

3 Public deposits

During the year, the Company has not invited or accepted any deposit from the public under Section 58-A of the Companies Act 1956. No public deposit is out standing.

4. Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217 (1)(e) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed and forms a part of this report.

5. Particulars of employees.

None of the employees of the company was drawing salary in excess of the limits prescribed under the section 217(2A) of the Companies Act, 1956 read with the Companies (particular of employees) Rules 1975.

6. Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sh. V.P. Punj retire by rotation at the ensuing Annual General Meeting. He is eligible for re-appointment.

The Board of Directors have appointed Captain S. Ramaprasad as an additional Director w.e.f. 15th July, 2003. Captain S. Ramaprasad will hold office as director up to the date of the ensuing Annual General Meeting. The Company has received notice under section 257 of the Companies Act, 1956, proposing his candidature as Director subject to retirement by rotation.

7. Managing Director

Shri Rakesh S. Bhardwaj was appointed as Managing Director of the Company for a period of 5 years and he will hold office up to June 30, 2004.

In view of his vast business experience and expertise, the Board of Directors wants to re-appoint him for a period of 5 years w.e.f July 1, 2004.

8. Management discussion and analysis

Company have two plants of 50 TPD & 120 TPD capacity. Company's plants are tailor-made for M/s. Hindustan Copper Limited (HCL). Company have long term supply agreement with HCL. The contract for 50 TPD plant with HCL has expired on 14th August 2002. Oxygen requirement of HCL has come down considerably. With this, company's overall turnover has been reduced as compared with its performance of last year.

Three financial institutions i.e. IDBI, IFCI and IIBI have sanctioned a package of restructuring of its term liabilities. Company has already cleared the initial down-payment of IIBI. Company is in the process of clearing the dues of IDBI & IFCI.

UTI has not agreed to restructure the loan in lines with other Institutions & in effect has moved an application to DRT. Company has filed the reply in the court.

9. Directors responsibility statement

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i) in the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departures,

(ii) had 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 profit of the company for that period,

(iii) had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

(iv) had prepared the annual accounts on a going concern basis.

10. Corporate Governance

Necessary measures have been adopted to comply with the requirements of the Listing agreement with Stock Exchanges wherein the company's shares are listed. A separate report on Corporate Governance measures adopted by the company forms part of this report.

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report.

11. Auditors Report:

The observations of the Auditors in their Report on Accounts read with the relevant notes are self- explanatory.

12. Auditor

M/s Chaturvedi and Partners, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

13. Cost Audit:

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the Company carry out audit of cost accounts every year. Subject to the approval of Central Government, the Company has appointed M/s.J. K. Kabra&Co. Cost Auditors, to audit the cost accounts for the financial year ended 31 st March, 2003.

14. Industrial Relations:

Relation with the work force at all the units continued to be cordial.

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and shareholders during the year under review.

Your Directors also wish to place on record their appreciation for the service rendered by our people at all levels in the Company and for their contribution towards the success of the organisation.



ANNEXURE- A

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988, a statement showing the information relating to the Research and Development, Technology Absorption and Foreign Exchange earnings and outgo and forming part of the Directors' Report are stated below: -

Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in the case of the company.

1. RESEARCH & DEVELOPMENT:

a) Specific area in which R & D carried out by the Company:-

Research and Development has been continuously carried to reduce evaporation of oxygen gas and consumption of power.

b) Benefits derived as a result of the above R & D :-

Loss on account of evaporation has been reduced considerably and less consumption of power.

c) Future Plan of Action: -

Research and Development activities continue to reduce process wastage and utilisation of waste Nitrogen

d) Expenditure on R & D :-

Charged under primary heads of accounts.

2 TECHNOLOGY ABSORPTION, ADAPTATION & INNOVAT10N:-

a) Efforts made towards technology absorption, adaptation and innovation :-

The Company has successfully absorbed the technology of the plant supplied by the supplier.

b) Capital Investment for Capacitor Bank.

Capacitor Bank has been installed in view of the fact that Ajmer Vidut Vitran Nigam Ltd. gives incentive to those who use quality power. The company can recover the entire amount of expenditure within two years.

c) Benefits derived as a result of the above efforts :-

Quality of Oxygen Gas produced is of very high standard and acceptable to the consumers of the company's product

d) Particulars relating to imported technology - Nil

3 FOREIGN EXCHANGE OUTGO: -

i) CIF value of imported spares for Plant and Machinery - Rs. 4,82,795/-

By and on behalf of the Board of Directors

RAKESH S. BHARDWAJ Place : New Delhi (Managing Director) Date : 19th August 2003

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Mar 31, 2002

Your Directors have pleasure in submitting their report and the statement of accounts for the year ended 31st March, 2002.

2001-02 in Retrospect.

The past year has been a difficult one for your Company. Industrial growth was at its lowest for past several years and there was a widespread sense of instability as the overall confidence in the economy was low. The Union budget for 2002-2003 also confirmed sluggishness in the market.

FINANCIAL RESULTS AND OPERATIONS

(in Rs. Lacs) 2002 2001

Gross Income 2526 1954

Gross Profit (before interest, depreciation and tax) 473 436

Interest 570 434

Depreciation 322 224

Provision for Tax 11 15

Net Profit+/loss(-) (430) (237)

Profit Brought forward from Last year (38) 199

Profit available for appropriation Nil Nil

Profit carried to Balance Sheet Nil Nil

Loss transferred to General Reserve (468) (38)

DIVIDEND

In view of the adverse performance and the loss incurred during the year, your Directors express their inability to declare any dividend for the year.

PUBLIC DEPOSITS

The Company has not invited or accepted any deposits from the public, pursuant to the provisions of Section 58-A of the Companies Act, 1956.

DEPOSITORY SYSTEM

As the members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i. e National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL). In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of dematerialisation of the Companys share on either of the Depository as aforesaid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 the information relating to Conservation of energy, Technology absorption, Foreign exchange earnings and outgo and forming part of the Directors Report is stated in Annexure `A.

CORPORATE GOVERNANCE.

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith Auditors Certificate on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS

Capitive consumption of gas market constitute 60%, rest is for merchant market. Gas industry is directly proportional to the growth of the economy. With the slow-down in economy, gas industry out look does not look bright. Steel sector is major consumer in the industrial gases. But from the last 2 quarters, the steel industry is doing good. This might throw some opportunity in the gas industry. The demand for all our three products like oxygen, nigrogen and argon has been consist in the market. But Company is having capitive plant, it can not shift to the merchant market. Our operation entirely depended on Hindustan Copper Ltd. (HCL). The Company is passing through very bad shape due to low consumption of oxygen gas by HCL. Our Sales revenue are going down and our expenses mainly electricity is increasing due to fixed in nature. There is no change in the organisation structure of the Company. No Sr. Executive has resigned nor joined.

DIRECTORS

At the forthcoming Annual General Meeting, Shri V. P. Punj retire in accordance with the provisions of the Companies Act, 1956 and being eligible, offer himself for reappointment. Your directors recommend his reappointment.

During the year under review. UTI withdrew the nomination of Shri S. S. Ratra from the Board of this Company and in his place appointed Shri P. B. Vijayaraghavan as its Nominee Director with effect from 1st November, 2001. The Board places on record its highest appreciation for the valuable guidance given by Shri S. S. Ratra during his tenure as a Director and welcomes Shri P. B. Vijayaraghavan in his place.

It is disheartening to place on record sudden demise of two of our esteemed directors Shri V. B. Chaturvedi and Shri Ramrup Sharma who left us for their heavenly abode on 8th August, 2001 and 23rd February 2002 respectively The Board members pays its homage to the departed souls.

AUDITORS

M/s. Chaturvedi and Partners, Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for reappointment.

They have furnished a certificate to the effect that the proposed appointment if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

AUDITORS COMMENTS

Auditors Report

Auditors Comments are self explanatory.

COST AUDIT.

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts every year. Subject to the approval of Central Government, the Company has appointed M/s. J. K. Kabra & Co cost auditors to audit the cost accounts for the financial year ended 31st March, 2003.

DIRECTORS RESPONSIBILITY STATEMENT.

As required under Section 217 of the Companies Act, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departures,

(ii) had 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 end of the financial year and of the profit of the company for that period,

(iii) had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

(iv) had prepared the annual accounts on a going concern basis.

PERSONNEL

The Directors hereby wish to place on record their appreciation and gratitude to the Companys personnel at all levels for their dedication, commitment, efficient and loyal services rendered during the year.

The Labour Management relations remained cordial and harmonious in general.

Information as per Section 217(2A) of Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended from time to time does not form part of this Report as no employee is covered by this Section.

FINANCIAL INSTITUTIONS, BANKS AND INVESTORS

Your Directors also wish to thank Financial Institutions, Bankers, Central and Sate Governments, Foreign as well as Indian investor and traders for the consistent support received from them throughout the period.

ANNEXURE - A CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS and OUTGO:

As required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988, a statement showing the information relating to the Research and Development, Technology Absorption and Foreign Exchange earnings and outgo - and forming pari of the Directors Report are stated below:-

Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in the case of our company.

1. Research & Development:

a) Specific area in which R&D carried out by the Company:-

Research and Development has been continuously carried to reduce evaporation of oxygen gas and consumption of power.

b) Benefits dervied as a result of the above R & D:-

Loss on account of evaporation has been reduced considerably and less consumption of power.

c) Future Plan of Action:-

Research and Development activities continued to reduce process wastage and utilisation of waste Nitrogen.

d) Expenditure on R & D:-

Charged under primary heads of accounts.

2. Technology Absorption. Adaptation & Innovation:-

a) Efforts made towards technology absorption, adaptation and innovation:-

The Company has successfully absorbed the technology of the plant supplied by the supplier.

b) Benefits derived as a result of the above efforts:-

Quality of oxygen gas produced is of very high standard and acceptable to the consumers of the companys product.

c) Particulars relating to imported technology:- Nil

3. Foreign Exchange Outgo:-

i) ClF of imported spares for Plant and Machinery - Rs. 2,63,409/-

By and on behalf of the Board of Directors

Registered Office: (R. S. BHARDWAJ) Banawas, Khetrinagar - 333 504 Managing Director Ditt. Jhunjhunu Rajasthan

Dated: 23rd August, 2002.

---

Mar 31, 2001

Your Directors have pleasure in submitting their report and the statement of accounts for the year ended 31st March, 2001.

FINANCIAL RESULTS AND OPERATIONS

(in Rs.lacs) 2001 2000

Gross Income 1954 2146 Gross Profit (before interest, depreciation and tax) 436 678 Interest 434 444 Depreciation 224 222 Provision for Tax 15 1 Net Profit +/loss(-) (237) 11 Profit Brought forward from Last year 199 188 Profit available for appropriation Nil 199 Profit carried to Balance Sheet Nil 199 Loss transferred to General Reserve (38) Nil

Sales and other income have decreased by Rs.192 lakhs during the year showing a decrease of 9% as compared to the previous year. The decrease is primarily due to the biannual maintenance shutdown of the smelter plant of M/s Hindustan Copper Ltd. However, company has shown improvement in the last two quarters with a sales figure touching to Rs. 786 lakhs in the fourth quarter. The company posted a net loss of Rs. 237 lakhs due to lower capacity utilisation.

Company has undertaken major restructuring of its long term liability with the help of financial institutions. Company with this complete overhauling of its operations expects better results in the coming year.

DIVIDEND

In view of the adverse performance and the loss incurred during the year, your Directors express their inability to declare any dividend for the year.

PUBLIC DEPOSITS

The Company has not invited or accepted any deposits from the public, pursuant to the provisions of Section 58-A of the Companies Act, 1956.

DEPOSITORY SYSTEM

The Equity shares of your company is included in the list of SEBI for compulsory trading in dematerialised form by all investors with effect from 27th February, 2001 .Your Company has entered into agreement with both National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL) during the year under review and the shares of the Company had been activated for dematerialised trading on NSDL with effect from 9th October, 2000 and CDSL with effect from that 4th November, 2000.

Your Company has appointed M/s.Skyline Financial Services Pvt. Ltd., New Delhi as its Depository Registrars for the limited purpose of establishing electronic connectivity of the Company, and its interface with National Securities Depository Limited/ Central Depository Service (India) Ltd with respect to dematerialised shares.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read wrth Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 the information relating to Conservation of energy, Technology absorption, Foreign exchange earnings and outgo and forming part of the Directors' Report is stated in Annexure 'A'.

CORPORATE GOVERNANCE

Under Clause 49 of the listing agreement with the Stock Exhanges, it is mandatory for us to implement Corporate Governance by 31st March, 2002. However, as far as possible we have tried to implement requirements of Corporate Governance. In this direction, a separate section on Corporate Governance is included in the Annual Report.

DIRECTORS

At the forthcoming Annual General Meeting, Shri R.R. Sharma retire in accordance with the provisions of the Companies Act, 1956 and being eligible, offer himself for reappointment. Your directors recommend his reappointment.

During the year under review, IDBI withdrew the nomination of Shri N.L.Mehrotra from the Board of this Company and in his place appointed Shri Rajesh Malhotra as its Nominee Director with effect from 9th January, 2001. The Board places on record its highest appreciation for the valuable guidance give by Shri N.L.Mehrotra during his tenure as a Director, and welcomes Shri Rajesh Malhotra in his place.

It is disheartening to place on record sudden demise of our esteemed director Shri V.B. Chaturvedi who left us for his heavenly abode on 8th August, 2001. The Board members pays its homage to the departed soul.

AUDITORS

M/s. Chaturvedi and Partners, Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for reappointment.

They have furnished a certificate to the effect that the proposed appointment if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

AUDITORS REPORT

The auditors in their report have mentioned the Notes No.(i) - (v).The directors wish to offer their clarification on the above Notes as follows:-

Note No (i): The rate of interest was decreased, therefore the adjustment has been made.

Note No (ii):This note is self explanatory and is according to the instruction No.3(iv) of Part-ll of Schedule VI of the Companies Act, 1956.

Note No (iii) and (iv): The case is still under arbitration and as such the provision has not been made.

Note No (v): This note is self explanatory and no further explanation is required.

COST AUDIT

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act,1956, the company carries out an audit of cost accounts every year. Subject to the approval of Central Government, the Company has appointed M/s.J.K.Kabra & Co., cost auditors to audit the cost accounts for the financial year ended 31st March, 2002.

DIRECTORS RESPONSIBILITY STATEMENT.

As required under Section 217 of the Companies Act, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departures.

(ii) the Directors had 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 end of the financial year and of the profit of the company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the annual accounts on a going concern basis.

PERSONNEL

The Directors hereby wish to place on record their appreciation and gratitude to the Company's personnel at all levels for their dedication, commitment, efficient and loyal services rendered during the year.

The Labour Management relations remained cordial and harmonious in general.

* Regarding the information required to be given under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 it is hereby stated that no employee is getting remuneration of Rs. 1,00.000/- per month (Rs. One Lacs) or Rs.12,00,000/- (Rs. Twelve Lacs) per annum and hence not annexed to the Directors' Report.

FINANCIAL INSTITUTIONS, BANKS AND INVESTORS

Your Directors also wish to thank Financial institutions, Bankers, Central and Sate Governments, Foreign as well as Indian investors, architect, and traders for the consistent support received from them throughout the period.

By and on behalf of the Board of Directors

Registered Office : (R.R. SHARMA) Banawas, Khetrinagar-333 504 Chairman Ditt. Jhunjhunu Rajasthan

Dated : 28th August, 2001.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS and OUTGO :

As required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988, a statement showing the information relating to the Research and Development, Technology Absorption and Foreign Exchange earnings and outgo and forming part of the Director's Report are stated below :-

Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in the case of our company.

1. Research & Development :

a) Specific area in which R & D carried out by the Company :-

Research and Development has been continuously carried to reduce evaporation of oxygen gas and consumption of power.

b) Benefits dervied as a result of the above R & D :-

Loss on account of evaporation has been reduced considerably and less consumption of power.

c) Future Plan of Action :-

Research and Development activities continued to reduce process wastage and utilisation of waste Nitrogen.

d) Expenditure on R & D :-

Charged under primary heads of accounts.

2. Technology Absorption, Adaptation & Innovation :-

a) Efforts made towards technology absorption, adaptation and innovation :-

The Company has successfully absorbed the technology of the plant supplied by the supplier.

b) Benefits derived as a result of the above efforts :-

Quality of oxygen gas produced is of very high standard and acceptable to the consumers of the company's product.

c) Particulars relating to imported technology :- . Nil

3. Foreign Exchange Outgo:-

i) GIF of imported spares for Plant and Machinery - Rs.10,07,691.00

---

Mar 31, 2000

The Directors have pleasure in submitting their report and the statement of accounts for the year ended 31st March, 2000.

FINANCIAL RESULTS AND OPERATIONS

(Rs. in Lacs)

2000 1999

Gross Income 2146 2400

Gross Profit (before interest, depreciation and tax) 678 807

Interest 444 543

Depreciation 222 244

Provision for Tax 1 2

Net Profit 11 18

Profit Brought forward from Last year 188 170

Profit available for appropriation 199 188

Profit carried to Balance Sheet 199 188

The Company's performance during the year was adversely affected due to various factors, both external and internal. The sudden and unexpected breakdown of the Air Compressor of 120 TPD plant at Khetrinagar works on 17th November 1999 resulted into loss of production for a period of 2 1/2 months. The Company had to engage foreign technician and import critical parts for repair of the machinery. The Company was doing fairly good in the quarter ended 30th September, 1999. The gross profit was Rs. 57.00 lakhs during the said quarter as against Rs. 32.00 lakhs during the quarter ended 31st December, 1999 which was mainly due to the breakdown as stated above.

The Operation of the Company also suffered a major set back because of frequent shut down of the smelter plant of M/s Hindustan Copper Ltd., who is the main customer or your Company. This has affected the overall result during the year.

The first half-yearly result clearly indicates that the Company would have had a better financial standing during this year also, but for the factors as mentioned above.

With proposed diversification into other fields of business, your Company hope to do well in the coming years.

DIVIDEND

Due to inadequate profits, your Directors regret their inability to declare any dividend for the year.

PUBLIC DEPOSITS

The Company has not invited or accepted any deposits from the public pursuant to the provisions of Section 58-A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 the information relating to Conservation of energy, Technology absorption, Foreign exchange earnings and outgo and forming part of the Directors' Report is stated in Annexure `A'.

Y2K COMPLIANCE

As a result of the series of prudent and reasonable steps taken, your Company rolled over to the new millennium without any Y2K problem.

DEPOSITORY SYSTEM

In line with your Company's constant endeavour to provide best possible services to the shareholders and investors, your Company is entering into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable the shareholders hold the shares in demat form with either of these depositories under the Depository System. Shares of your Company are going to be compulsorily traded in demat form w.e.f. 30th October, 2000.

CORPORATE GOVERNANCE

The Directors are committed to engender good governance practices. The Corporate Governance Code recently introduced by SEBI is mandatory for your Company from 31st March, 2002. Your Company has started the process of complying with various recommendations and will simultaneously take steps to comply with mandatory provisions and non-mandatory provisions to the extent feasible.

EXTRA ORDINARY GENERAL MEETING

Pursuant to resolution passed in Extra Ordinary General Meeting held on 23rd May, 2000, your Company has diversified into fields of Computer Software, Engineering activities, Telecommunication, Power Generation and Waste Management.

DIRECTORS

At the forthcoming Annual General Meeting, Shri V.B. Chaturvedi retire in accordance with the provisions of the Companies Act, 1956 and being eligible, offer himself for reappointment. Your directors recommend his reappointment.

AUDITORS

M/s. Chaturvedi and Partners, Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for reappointment.

They have furnished a certificate to the effect that the proposed appointment if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

AUDITORS COMMENTS

The observation of the Auditors read with the notes on the Accounts are self explanatory and do not call for any further explanation.

PERSONNEL

The Directors hereby wish to place on record their appreciation and gratitude to the Company's personnel at all levels for their dedication, commitment, efficient and loyal services rendered during the year.

The Labour Management relations remained cordial and harmonious in general.

Regarding the information required to be given under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 it is hereby stated that no employee is getting remuneration of Rs. 50,000/- per month (Rs. Fifty Thousand) or Rs. 6,00,000/- (Rs. Six Lacs) per annum and hence not annexed to the Directors' Report.

FINANCIAL INSTITUTIONS, BANKS AND INVESTORS

The Directors also wish to thank Financial Institutions, Bankers, Central and State Governments, Foreign as well as Indian investors, architect, builders and traders for the consistent support received from them throughout the period.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS and OUTGO :

As required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988, a statement showing the information relating to the Research and Development, Technology Absorption and Foreign Exchange earnings and outgo and forming part of the Directors Report are stated below :-

Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in the case of our company.

1. Research & Development :

a) Specific area in which R & D carried out by the Company :- Research and Development has been continuously carried to reduce evaporation of oxygen gas and consumption of power.

b) Benefits derived as a result of the above R & D :- Loss on account of evaporation has been reduced considerably and less consumption of power.

c) Future Plant of Action :- Research and Development activities continued to reduce process wastage and utilisation of waste Nitrogen.

d) Expenditure on R & D :- Charged under primary heads of accounts.

2. Technology Absorption, Adaptation & innovation :-

a) Efforts made towards technology absorption, adaptation and innovation :- The Company has successfully absorbed the technology of the plant supplied by the supplier.

b) Benefits derived as a result of the above efforts :- Quality of oxygen gas produced is very high standard and acceptable to the consumers of the company's product.

c) Particulars relating to imported technology :- Nil

3. Foreign Exchange Outgo :- Nil

i) CIF of imported spares for : 75,63,882

Plant and Machinery.

---

Mar 31, 1999

The Directors have pleasure in submitting their report and the statement of accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS AND OPERATIONS. 1999 1998

Gross Income 2400 2369

Gross Profit (before interest, depreciation and tax) 807 820

Interest 543 571

Depreciation 244 224

Provision for Tax 2 3

Net Profit 18 22

Profit Brought forward from Last year 170 148

Profit available for appropriation 188 170

Profit carried to Balance Sheet 188 170

Due to lower off take of oxygen by M/s Hindustan Copper Limited and overall recession in industry the overall performance of the Company has decreased. The current year has started well with M/s. Hindustan Copper Limited picking up our gaseous production and the balance liquid oxygen, liquid nitrogen and liquid argon being marketed by Air Liquide North India (P) Ltd. We are hopeful of ending the year 2000 with further improvement.

FUTURE OUTLOOK

The Company has taken steps to strengthen its marketing network and efforts are on with its major customer M/s. Hindustan Copper Limited to adhere to terms and conditions agreed upon initially.

With the capital restructuring of M/s. Hindustan Copper Limited the production capacity of M/s. Hindustan Copper Limited has also increased as a result of which there will be a marked improvement in the Company's production and consequently offtake of oxygen by M/s. Hindustan Copper Limited.

London Metal Exchange (L.M.E.) has also started showing upward trend and very soon increased demand for copper will be reflected in domestic as well as international markets.

DIVIDEND

Due to inadequate profits, the Directors regret their inability to declare any dividend for the year.

Y2K Compliance

During the year, the Company has been actively working on the year 2000 (Y2K) hardware/software problem and has already made a significant progress in this area. The Company has already taken a series of prudent and reasonable steps to minimise the risk of exposure to Y2K problem. Contingency Plans have been drawn up.

PUBLIC DEPOSITS

The Company has not invited or accepted any deposits from the public pursuant to the provisions of Section 58-A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 the information relating to Conservation of energy, Technology absorption, Foreign exchange earnings and outgo and forming part of the Directors' Report is stated in Annexure 'A'.

DIRECTORS

The term of office of Shri Rakesh S. Bhardwaj expired on 30th June 1999 and subject to the approval of members in Annual General Meeting the Board of Directors had in their meeting held on 23rd April, 1999 reappointed Shri Rakesh S. Bhardwaj for a period of five years.

At the forthcoming Annual General Meeting, Dr. G. Mukherjee retire in accordance with the provisions of the Companies Act, 1956 and being eligible, offer himself for reappointment. The directors recommend his re-appointment.

AUDITORS

M/s. Chaturvedi and Partners, Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for reappointment.

They have furnished a certificate to the effect that the proposed appointment if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

PERSONNEL

The Directors hereby wish to place on record their appreciation and gratitude to the Company's personnel at all levels for their dedication, commitment, efficient and loyal services rendered during the year.

The Labour Management relations remained cordial and harmonious in general.

Regarding the information required to be given under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 it is hereby stated that no employee is getting remuneration of Rs. 50,000/- per month (Rs. fifty thousand) or Rs. 6,00,000/- (Rs. Six Lacs) per annum and hence not annexed to the Directors' Report.

FINANCIAL INSTITUTIONS, BANKS AND INVESTORS

The Directors also wish to thank Financial Institutions, Bankers, Central and State Government, Foreign as well as Indian investors, architect, builders and traders for the consistent support received from them throughout the period.

As required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988, a statement showing the information relating to the Research and Development, Technology Absorption and Foreign Exchange earnings and outgo and forming part of the Directors Report are stated below

Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in the case of our company.

1. Research & Development:

a) Specific area in which R & D carried out by the Company :-

Research and Development has been continuously carried to reduce evaporation of oxygen gas and consumption of power.

b) Benefits derived as a result of the above R & D :-

Loss on account of evaporation has been reduced considerably and less consumption of power.

c) Future Plant of Action

Research and Development activities continued to reduce process wastage and utilisation of waste Nitrogen.

d) Expenditure on R & D :-

Charged under primary heads of accounts.

2. Technology Adsorption. Adaptation & Innovation

a) Efforts made towards technology absorption, adaptation and innovation

The Company has successfully absorbed the technology of the plant supplied by the supplier.

b) Benefits derived as a result of the above efforts :-

Quality of oxygen gas produced is of very high standard and acceptable to the consumers of the company's product.

c) Particulars relating to Imported technology :- Nil.

3. Foreign Exchange Earnings & Outgo :

i) CIF of imported spares for Plant & Machinery 271327

ii) Expenses in Foreign Currency (Travelling) Swiss Frank 600 17250 U S Dollar 1613 69331 86581

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Mar 31, 1998

The directors have the pleasure in presenting their 24th Annual Report on the operations of the company together with the Audited Accounts for the year ended 31st March 1998 and Auditor's Report thereon.

FINANCIAL RESULTS :

(Rupees in lakhs)

Year ended Year ended 31.3.1998 31.3.1997

Sales & Other Income 2393 2214 Gross Profit 845 737 Financial Expenses 596 495 Depreciation 224 214 Net Profit 25 28 Provision for Income Tax 3 4 Profit after tax 22 24 Profit brought forward from last year 148 124 Profit available for appropriation 170 148 Profit carried to Balance Sheet 170 148

YEAR IN RETROSPECT

Operations of the Company during the year are affected due to the lower offtake of oxygen gas by M/s. Hindustan Copper Ltd., the major customer resulting in closure of the 50 TPD Plant throughout the year. Inspite of the above sales and other income for the financial year increased to Rs. 2393 lakhs as against Rs. 2214 lakhs for the previous financial year. Profitability of the Company was also affected due to the sluggish market, stiff competition and liquidity crunch, resulting in the lower rate realisation for the products.

Company has entered into a Marketing agreement with Air Liquid North India Pvt Ltd Subsidiary of Air Liquide France a leading Gas Manufacturer for the supply of surplus liquid oxygen, Argon, and Nitrogen Gases.

DIVIDEND

Due to inadequate profits, your Directors regret for the inability to declare any dividend for the year.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the year and there are no overdue deposits as on the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES :

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975 and forming part of the Directors Report for the year ended 31st March, 1996 are stated in Annexure-A.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

As required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988, a statement showing the information relating to the Research and Development, Technology Absorption and Foreign Exchange earnings and outgo and forming part of the Directors Report are stated in Annexure-B.

Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in the case of our company.

INDUSTRIAL RELATIONS :

Company's industrial relations continued to be cordial during the year under review.

DIRECTORS :

Shri. Ramrup Sharma and Shri V.P. Punj retires by rotation and being eligible offers themselves for re-appointment as directors.

AUDITORS :

M/s Chaturvedi & Partners, Statutory Auditor of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Particulars as required under Companies (Disclosures of Particulars in the Report of Directors) Rules, 1988 and forming part of Directors Report for the year ended 31.3.1998.

1. Research & Development :

a) Specific area in which R&D carried out by the Company :-

Research and Development has been continuously carried to reduce evaporation of oxygen gas and consumption of power.

b) Benefits derived as a result of the above R & D :-

Loss on account of evaporation has bee reduced considerably and less consumption of power.

c) Future Plan of Action :-

Research and Development activities are continued to reduce process wastage and utilisation of waste Nitrogen.

d) Expenditure on R & D :-

Charged under primary heads of accounts.

2. Technology Absorption, Adapation & Innovation :-

a) Efforts made towards technology absorption, adapation and innovation :-

The Company has successfully absorbed the technology of the plant supplied by the supplier.

b) Benefits derived as a result of the above efforts :-

Quality of oxygen gas produced is of very high standard and acceptable to the consumers of the company's product.

c) Particulars relating to imported technology :-

Nil

3. Foreign Exchange Earnings & outgo :-

Nil

---

Mar 31, 1997

YEAR IN RETROSPECT

Operations of the Company during the year are affected due to the shut-down taken for maintenance by M/s. Hindustan Copper Ltd., the major customer resulting in closure of the unit for about 70 days and lower off-take of oxygen by them during the remaining period and also due to the power cuts during the month of January.,1997 for 20 days due to failure of Northern Grid. Inspite of the above sales and other income for the financial year increased to Rs.2216 lakhs as against Rs.2121 lakhs for the previous financial year. Profitability of the Company was also affected due to the sluggish market,stiff competition and liquidity crunch.

DIVIDEND

Due to inadequate profits, the Directors regret for their inability to declare any dividend for the year.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the year and there are no overdue deposits as on the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of employees) Rules, 1975 and forming part of the Directors Report for the year ended 31st March., 1997 are stated in Annexure-A.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS and OUTGO:

As required under Companies(Disclosure of Particulars in the Report of the Board of Directors) Rule 1988, a statement showing the information relating to the Research and Development, Technology Absorption and Foreign Exchange earnings and outgo and forming part of the Directors Report are stated in Annexure-B.

Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in the case of our company.

INDUSTRIAL RELATIONS:

Company's industrial relations continued to be cordial during the year under review.

DIRECTORS:

Shri.V.B.Chaturvedi and Dr.G.Mukherjee retires by rotation and being eligible offers themselves for re-appointment as directors.

AUDITORS:

M/s Chaturvedi & Partners,Statutory Auditor of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment.

ACKNOWLEDGEMENT

The Directors place on record their appreciation to various Central and State Government Authorities, Financial Institutions and Banks. They also wish to place their appreciation of the devoted services by executives, officers and staff of the Company for its success.

1. Research & Development:

a) Specific area in which R & D carried out by the Company : -

Research and Development has been continuously carried to reduce evaporation of oxygen gas and consumption of power.

b) Benefits derived as a result of the above R & D

Loss on account of evaporation has ben reduced considerably and less consumption of power

c) Future Plan of Action

Research and Development activities are continued to reduce process wastage and utilisation of waste Nitrogen.

d) Expenditure on R & D -

Charged under primary heads of accounts.

2. Technology Absorption, Adaptation & Innovation :-

a) Efforts made towards technology absorption adaptation and innovation

The Company has successfully absorbed the technology of the plant supplied by the supplier.

b) Benefits derived as a result of the above efforts

Quality of oxygen gas produced is of very high standard and acceptable to the consumers of the company's product.

c) Particulars relating to imported technology :- Nil

3. Foreign Exchange Earnings & Outgo:- Nil

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Mar 31, 1995

Your directors have the pleasure in presenting their 21st Annual Report on the operations of the company together with Audited Accounts for the year ended 31st March, 1995 and Auditor's Report thereon.

(Rs. in lakhs)

For the year For the year ended on ended on 31.3.1995 31.3.1994

Sales & other Income 854.41 505.73 Gross Profit 306.73 279.58 Financial Expenses 42.49 80.07 Depreciation 56.21 46.35 208.03 153.16 Profit brought forward from last year. 58.92 23.96 Profit available for appropriation 266.95 177.12 Transfer to General Reserve 50.00 75.00 Proposed Dividend 179.95 43.20 Profit carried to Balance Sheet 37.00 58.92

DIVIDEND

The Directors recommend a dividend for the year ended 31st March, 1995, to be paid as follows, if approved by the Shareholders in the forth-coming Annual General Meeting.

(Rs. in lakhs) (a) On 23,80,260 Equity Shares @ Rs. 2.00 per shares 47.60 (b) On 73,33,333 Equity Shares @ Rs. 2.00 per share w.e.f. 30.7.1994 pro-rata 98.45 (c) On 60,06,700 Equity Shares @ Rs. 2.00 per share w.e.f. 19.12.1994 pro-rata 19.12.1994 33.90 ------- Total 179.95 --------

YEAR IN RETROSPECT

The company has again achieved good results. Sales and other income for the financial year under review were Rs. 854 lakhs as against Rs. 606 lakhs for the previous year registering an increase of 41%. Net Profit increased by 36% during the year from Rs. 153 lakhs in the previous year to Rs. 208 lakhs during the current year.

EXPANSION SCHEME

Your Directors are pleased to inform you that 120 TPD Industrial Gases Plant at Khetri was successfully commissioned and running satisfactorily. The implementation was affected due to delay in getting some equipments from foreign vendors.

Both 50 TPD & 120 TPD plants of the Company are running satisfactorily and Company hopes to achieve better results during the current year.

Projections V/s Performance:

The projections as per IDBI appraisal as reported in the Company's Prospectus dated 13th September 1994 with corresponding figures of actuals as per the audited accounts for the year ended 31st March, 1995 are as under:

Projections Actuals

Total income (Rs. in lakhs) 1640 854 Profit after tax (Rs. in lakhs) 480 208 Earning per share Rs. 3.06 2.31 Dividend (%) 25 20

RIGHTS OFFER

73,33,333 equity shares of Rs. 10/-each at a premium of Rs. 5/- were subscribed for and allotment was made to the applicants.

PUBLIC OFFER

Public offer of 60,00,000 equity shares of Rs. 10/- each at a premium of Rs. 5/- was oversubscribed by 38.05 times. Allotment out of the above 60,06,700 equity shares were allotted to Financial Institutions, Mutual Funds, Non-Resident Indians, Employees and the Public.

PARTICULARS OF EMPLOYEES

With reference to Section 217 (2A) of the Companies Act, 1956 there is no employee drawing salary more than Rs. 25,000/- per month during the year under review.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS and OUTGO

As required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988, a statement showing the information relating to the Research and Development,Technology Absorption and Foreign Exchange earnings and outgo and forming part of the Directors Report is enclosed.

Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in the case of our company.

INDUSTRIAL RELATIONS

Company's industrial relations continued to be cordial during the year under review.

DIRECTORS

Shri.V.B. Chaturvedi and Dr. G. Mukherjee retires by rotation and being eligible offers themselves for re-appointment as directors.

AUDITORS:

M/s Chaturvedi & Partners, Statutory Auditor of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation to various Central and State Government Authorities, IDBI, IFCI, UTI, IDBI, AFIC and Banks for their valuable guidance and assistance. They also greatfully thanks the Public for the confidence shown in the Public offer made during the year.

Your Directors wish to place their appreciation of the devoted services by executives, officers and staff of the company for its success.

1. Research & Development:

a) Specific area in which R & D carried out by the Company

Research and Development has been continuously carried to reduce evaporation of oxygen gas and consumption of power.

b) Benefits derived as a result of the above R & D :-

Loss on account of evaporation has been reduced considerably and less consumption of power

c) Future Plan of Action :-

Research and Development activities are continued to reduce process wastage and utilisation of waste Nitrogen.

d) Expenditure on R & D :-

Charged under primary heads of accounts

2. Technology Absorption, Adaptation & Innovation

a) Efforts made towards technology absorption, adaptation and innovation The Company has successfully absorbed the technology of the plant supplied by the supplier

b) Benefits derived as a result of the above efforts :-

Quality of oxygen gas produced is of very high standard and acceptable to the consumers of the company's product.

c) Particulars relating to imported technology :- Nil

Foreign Exchange Earnings & Outgo :- Nil

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Mar 31, 1994

Directors have the pleasure in presenting their 20th Annual Report on the operations of the company for the year ended 31st March, 1994

DIVIDEND The Directors recommend a dividend for the year ended 31st March, 1994, to be paid as follows, if approved by the Shareholders in the forth-coming Annual General Meeting.

(Rs. in lacs)

a. On 1,874,220 Equity Shares @ Rs.2.00 per shares subject to tax 37.48

b. On 506,040 Equity Shares @ Rs.2.00 per w.e.f. 7.9.93 pro-rata subject to tax 5.72 ------ Total 43.20 -----

YEAR IN RETRO-SPECT

The Company has against achieved goods reuslts, however performance of the company is affected due to the closure of HCL plant for about 3 months for routine overhauling. Sales and other income for the financial year under review were Rs.606 lakhs as against Rs.632 lakhs for the previous financial year. Net Profit was Rs.153.16 lakhs against Rs.111.15 lakhs for the previous Financial Year. EXPANSION SCHEME IDBI, IFCI, IRBI and UTI sanctioned term loan assistance to the extent of Rs.1100 lakhs, Rs.500 lakhs, Rs.300 lakhs and Rs.300 lakhs respectively for the implementation of proposed expansion scheme of Rs.4415 lakhs, for the installation of 120 TPD Industrial Gases Plant for the manufacture of oxygen, nitrogen and argon gases at Khetrinagar (Rajasthan). IDBI, IRBI and UTI disbursed Rs.929 lakhs, Rs.253 lakhs and Rs.300 lakhs respectively out of their term loans assistance. IDBI and AFIC contributed Rs.185 lakhs each towards their Right entitlements of equity shares of Rs.10/- each at premium of Rs.5/- share. UTI has agreed to subscribe to 10 lakhs equity shares of Rs.10/- each for cash at a premium of Rs.5/- per share aggregating to Rs.150 lakhs on firm allotment basis out of the company's proposed public issue of Rs.900 lakhs. Project implementation work is in advance stage. Civil Construction work is almost completed. Fabrication of 1500 Mtr pipeline for the supply of gas to HCL is completed. Almost all the electrical items reached at site and 60% items already erected. 90% of the indigenous machinery equipments arrived at site and their erection and commissioning work is in full swing. All the critical imported equipments for theplant from L'Air Liquide France the world leader in the field, arrived at Bombay Port and under custom clearance. The Company has already incurred an expenditure of Rs.2700 lakhs till date towards the implementation of the scheme. Barring unforeseen circumstances, Company hopes to start the commercial production by October, 1994.

ISSUE OF SHARES ON RIGHT BASIS During the year the Company has alloted 506,040 equity shares of Rs.10/- each at par. Out of which 400,000 equity shares were allotted to Asian Finance & Investment Corporation Limited, Manila, Phillipines and 106,040 shares were allotted to Shri R. S. Bhardwaj.

PUBLIC DEPOSITS The Company has not accepted any deposits from the public during the year.

RESEARCH AND DEVELOPMENT a. Specific area in which R&D carried out by the Company: Research and Development has been continuously carried to reduce evaporation of oxygen gas and consumption of power.

b. Benefits derived as a result of the above R&D: Loss on account of evaporation has been reduced considerably and less consumption of power.

c. Future Plant of Action: Research and Development activities are continued to reduce process wastages and utilisation of waste Nitrogen.

d. Expenditure on R&D: Charged under primary heads of accounts.

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION: a. Efforts made towards technology absorption, adaptation and innovation: The Company has successfully absorbed the technology of the plant supplied by the supplier.

b. Benefits derived as a result of the above efforts: Quality of oxygen gas produced is of very high standard and acceptable to the consumers of the company's product.

c. Particulars relating to imported technology: Nil Foreign Exchange Earnings & Outgo : Nil