Directors Report of Bhagawati Gas Ltd.

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, 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