Directors Report of Rajasthan Cylinders & Containers Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present this Thirty Fifth Annual Report together with the audited annual accounts of the company for the financial year ended March 31, 2015.

Financial Performance

The highlights of the financial position for the year as compared to the corresponding period in the previous year are given below:

FINANCIAL RESULTS FY 2014-15 FY 2013-14 (Rs. In Lacs) (Rs. In Lacs)

Surplus /(Loss) before Depreciation (A) (55.74) 62.14

Less: Depreciation (B) 88.62 55.43

Net Surplus/(Loss) from Operations (A-B) (144.36) 6.71

Less : Adjustment for Income Tax 5.62 10.43

Less : Deferred Tax Liability (41.59) (4.69)

TOTAL (108.39) 0.97

Add : Surplus from Previous Year 1986.75 2,097.83

Less : Transfer to Depreciation & Amortisation 34.56 -

Add : Transfer from Revaluation Reserves 13.58 -

Less : Utilised for Issue of Bonus Shares - 112.05

Surplus carried forward 1857.38 1986.75

Performance and Prospects for the current year

During the year 2014-15 company's operation particularly of cylinder division was under pressure due to low selling prices of the end product i.e. Cylinder. The NDP (Net Delivery Price) prices of the Cylinder remain on lower side due to various factors including increase in competition due to excess supply capacity. The locational disadvantage coupled with the differential VAT policies of the different State government on LPG is making it difficult for the Company to match the prices as quoted by the other cylinder manufactures located in eastern and western part of the Country. Company is hopeful that in coming years the demand of cylinders from oil marketing companies will improve with general improvement in the industrial scenario in the country and hopeful that it will get better price realization of its product from Oil Marketing Companies after introduction of GST .

In case of Valve the company is operating at optimum level and will continue to operate at higher level due to good demand. However the company also feel the margin pressure in this product.

During the year 2014-15 company has not manufactured any Regulator due to non-viability. However it proposes to manufacture in the future once the demand for same improve and company get the better price realization.

Operations :

Production and Sales :During the year the production of Cylinders, Valves and regulators were 1,96,826Nos.,38,76,985Nos. and NIL as compared to the production 4,05,350Nos.; 32,92,891Nos. and 62,100 Nos. respectively during the previous year. Sales during the year was recorded as Rs. 5,606.70 lacs as against Rs. 7,622.14 Lacs in the previous year.Thelower sales realization is mainly due to lower sales and production of Cylinder during the year. Company is continuously taking necessary steps to control the cost so that the operational performance could further be improved.

Dividend :

In order to preserve the funds for further diversification, the Board of Directors of the Company has decided not to recommend payment of dividend for the financial year 2014-15.

Change in Capital Structure

In order to comply with the clause 40A of Listing Agreement which states that the Minimum Public Shareholding in listed company should be at least 25 % of the total share capital, Mr.AvinashBajoria, Mr.AshutoshBajoria and Mr. Krishna GopalBajoria (promoter/promoter group) divested their shareholding in the company by way of Offer for Sale (OFS) through BSE Ltd on July 23, 2014. Consequently, the public shareholding in the company has increased from 11.55% to 26.37% and the shareholding of promoters/promoter group has decreased from 88.45% to 73.63% during the fiscal year 2014-15.

However, during the year under review, the authorised and paid - up share capital of the Company remain unchanged.

Board of DirectorsAnd Key Managerial Personnel

Mr.SreeGopalBajoria and Mr.Damodar Prasad Sodhani resigned as a Chairman and Independent Director of the company respectively with effect from March 30, 2015. The Board places on record its appreciation for the services rendered by Mr.SreeGopalBajoria and Mr.Damodar Prasad Sodhani during their tenure with the company.

However, after considering the previous experience of Mr.SreeGopalBajoria, the Board is of the opinion that for smooth and efficient running of the business, the services of Mr.SreeGopalBajoria should be available to the company and therefore, decided to appoint him as a mentor of the company so that he can provide his valuable guidance and expertise to the company for the future operations, expansions and diversifications of the company.

Pursuant to the provisions of Section 161 (1) of Companies Act, 2013 and Articles of Association of the Company, Mr. Manoj Kumar Choudhary and Mrs.PreetanjaliBajoria were appointed as Additional Directors of the companywith effect from March 30, 2015, under the category of Non - Executive Independent Director and Non-Executive Promoter/Woman Director respectively and they shall hold office upto the date of ensuing Annual General Meeting.

Further, on the recommendation of Nomination and Remuneration Committee, the Board has also proposed the appointment of Mrs.PreetanjaliBajoria as Whole Time Director designated as Executive Director of the company, with effect from1st October 2015for the period of three (3) consecutive years subject to the approval of shareholders in the ensuing Annual General Meeting.

In terms of Section 149, 152, Schedule IV and other applicable provisions if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for five consecutive years on the Board of Directors of your company and are not liable to retire by rotation. Accordingly, the Nomination and Remuneration Committee recommended the appointment of Mr. Manoj Kumar Choudhary as an Independent Director of the company for five consecutive yearsupto March 29, 2020 and he is not liable to retire by rotation.

The declaration has been received from Mr. Manoj Kumar Choudhary that he meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

In the opinion of the Board, Mr. Manoj Kumar Choudhary fulfil the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the company and is independent of the management.

The company has received a notice under Section 160 of Companies Act, 2013 alongwith requisite deposit proposing the appointment of Mr. Manoj Kumar Choudhary and Mrs.PreetanjaliBajoria.

Pursuant to the provisions of Section 203 of Companies Act, 2013, during the year under review, Mr. Suresh Kumar Jain, Finance Controller of the company was re-designated as Chief Financial Officer (CFO) of the company w.e.f. June 1, 2014.

Appropriate resolutions for the appointment/ re-appointment of Directors are being placed before the members for approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice.

Re-appointment of Directors

As per the provisions of Section 152 of Companies Act, 2013, every company shall have at least 2/3rd rotational directors of the total no. of Directors of the company for the time being in force. However, this section further provides that Independent Directors shall not be liable to retire by rotation and shall not be included in total number of director for this purpose. At present, your company does not have such directors who shall retire by rotation at annual general meeting.However, in order to comply with the provisions of Companies Act, 2013, your company is in the process to induct few more directors who shall be liable to retire by rotation.

Statutory Auditor

M/s S.S. Surana& Co., Chartered Accountants, were appointed as Statutory Auditors of your Company at the last Annual General Meeting to hold office till the conclusion of 40th Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013 the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Accordingly, the appointment of M/s S.S. Surana& Co., Chartered Accountants, as statutory auditors of the company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditor

The Board has appointed Mr.MayurSanghi, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014- 15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure IV to this Direc tors' report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Director's Comment on Auditors Qualification in Auditors Report:

The observations in the Auditor's report have been dealt with by making relevant notes in the Accounts and following comments /clarifications are given below:-

1. In regard to gratuity and leave encashment, the liabilities are being paid as and when it becomes payable and thereis no default in payment of the same.

2. Regarding non provision of leave encashment, the management of the Company encourages its employees to avail the leave entitled to them. The leave encashment is paid to employee as and when they leave the Company and there is no default in payment of same.

3. Regarding demand of Rs. 2,30,84,886/- by the Competition Commission of India (CCI) , the company has preferred an appeal with Appellate Authority against the order of the commission and liability if any arises will be accounted on final disposal of the case.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Annual Report. Further, as required by clause 49 of the Listing Agreement, the auditors' certificate on corporate governance is enclosed as Annexure VI to this Directors' Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Listing of Equity Shares

During the year under review, the Company's equity shares got listed with BSE Ltd with effect from October 16, 2014 under the direct listing norms. The equity shares of the company are already listed with Jaipur Stock Exchange Ltd and Calcutta Stock Exchange Ltd. However, the Jaipur Stock Exchange Ltd has been closed.The requisite annual listing fee has been paid to the Stock Exchanges.

Fixed Deposits

Your company has not accepted any deposits from the public in the year under review.

Committees of the Board

Currently there are three Board Committees, namely -

* Audit Committee

The Audit Committee comprises Mr. Manoj Kumar Choudhary (Chairman), Mr.RaghunandanJalan and Mr.Pratap Kumar Mondal as other members. All the recommendations made by the Audit Committee were accepted by the Board.

* Nomination And Remuneration Committee

The Nomination and Remuneration Committee comprises Mr.Pratap Kumar Mondal (Chairman), Mr.RaghunandanJalan and Mr. Manoj Kumar Choudhary as other members.

* Shareholders/Investors Grievance Committee

The Shareholders/Investors Grievance Committee comprises Mr.Pratap Kumar Mondal (Chairman) and Mr. Manoj Kumar Choudhary (Member).

Number of meetings of the Board

The Board met nine times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by Companies Act, 2013.

Declaration by Independent Directors

The company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meets the criterion of independence laid down in Section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Policy on Directors' Appointment and Remuneration

The policy of the company on Directors' Appointment and Remuneration, including criterion for determining qualifications, positive attributes, independence of a Director and other matters provided under sub - section (3) of Section 178 of Companies Act, 2013, adopted by the Board on the recommendation of Nomination and Remuneration Committee, is annexed as Annexure V to the Directors' Report.

Particulars of loans, guarantees or investments

Details of loans, guarantees and investments made during the Financial Year 2014-15 under Section 186 of the Companies Act, 2013 are as follows :-

Name of Entity Relation Amount Particulars of (Rs.In loans, guarantees lakhs) and investments

Agribiotech Industries Ltd Associate 128.00 Loan

Goyal Complex Pvt Ltd Group Company 15.52 Loan

Okay Plus JKD BuildMart Other Body 25.00 Loan Pvt Ltd Corporate

Name of Entity Purpose for which the loans, guarantees and investments are proposed to be utilised

Agribiotech Industries Ltd Business purpose

Goyal Complex Pvt Ltd Business purpose

Okay Plus JKD BuildMart Pvt Ltd Business purpose

Loan outstanding as at March 31, 2015 :- Rs. 6,14,69,124/-.

Particulars of Contracts or Arrangements made with related parties

All contracts/arrangements/transactions entered by the company during the financial year with related parties were in the ordinary course of business and on an arms' length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC -2 is not applicable.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website www.baioriagroup.in.

Directors' Responsibility Statement

Pursuant to the requirements under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

1) That in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2015 the applicable accounting standards have been followed.

2) That 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 at the end of the financial year and of profit of the Company for the year under review.

3) That the Directors 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.

4) That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on going concern basis.

5) That the Directors have laid down internal financial controls, which are adequate and are operating effectively.

6) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Subsidiaries, Associates & Joint Venture

The company does not have any subsidiary or joint venture companies. However, the company have Three (3) Associate Companies -

* Agribiotech Industries Limited

* Shipra Towers Private Limited

* Beetle Tie - Up Private Limited

Pursuant to the MCA circular vide dated October 14, 2014 in regard to consolidation of accounts under Section 129 (3), the transition period of one year (i.e. till March 31, 2015) has been provided to the companies having associates or joint ventures but not having subsidiaries for consolidation of accounts. In view of this, the management decided to avail the transition period granted. Therefore, the annual financial statements of associate companies for the financial year ended March 31, 2015 has not been consolidated with the annual financial statements of Rajasthan Cylinders And Containers Ltd for the financial year ended March 31, 2015. And also the statement containing salient features of the financial statements of the subsidiary/associate companies/ joint ventures in Form AOC-1 is not appended herewith as the same is not mandatory on the company for the financial year 2014-15.

Board Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of the committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

Vigil Mechanism /Whistle Blower Policy

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its directors and employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. In view of this and in compliance with the applicable provisions of Companies Act, 2013 and clause 49 of the Listing Agreement , the company has established a vigil (Whistle Blower) mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of company's code of conduct or ethics policy. The Whistle Blower shall also have rightto access to the Chairman of the Audit Committee directly in exceptional cases. The Policy on vigil mechanism/whistle blower policy may be assessed on the Company's website at the link: www.bajoriagroup.in/PdfFile/Policies/ Whistle%20Blower%20Policy.pdf

Familiarisation Programme for Independent Directors

In compliance with the clause 49 (II)(B)(7) of the listing agreement with the Stock Exchanges, the Company has put in place a familiarisation programme for Independent Directors as a guide for Independent Directors wherein the familiarisation process to familiarise the Independent Directors with the company has been provided. The same is available on the website of the company www.bajoriagroup.in.

Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are drawing remuneration in excess of the limits set out in the said rules, hence no information is required to be given in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure III to the Directors' Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the company during working hours and any member interested in obtaining such information may write to the Company at its registered office and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the company's website.

Risk Management Policy

In compliance with the applicable provisions of Companies Act, 2013 and clause 49 of the listing agreement, the Board has framed and adopted the Risk Management Policy of the company in order to ensure that the Company's affairs shall be carried out in a sound and prudent manner by managing its business, operating and financial risk by adopting appropriate risk identification, assessment, control and mitigation measures.

Internal Control System

The Company has adequate internal control system to safeguard the company's assets from any loss or damage, to control cost, prevent revenue loss and required financial and accounting controls and to effectively implement the applicable accounting standards.

Extract of Annual Return

In accordance with 134 (3)(a) of Companies Act, 2013 , an extract of annual return in the prescribed format is appended as Annexure II to the Directors' Report.

Conservation of Energy, Technology Absorption and Foreign Expenditure

The particulars as prescribed under Sub - Section 3 (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are enclosed as Annexurel to this Directors' Report.

Details of policy developed and implemented by the company on its Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Human Resources:

The company have strong, motivated and dedicated team of employees who is working continuously with great zeal and enthusiasm towards the growth of the company and hence, as a token of gratitude the Directors wish to express their sincere appreciation to all the employees for their support, co-operation and dedicated services.

Acknowledgements

The Board of Directors expresses their gratitude and its appreciation to the continued cooperation and support of Company's Banker, Government Departments & Other Agencies. The Board also records its deep appreciation of the creditable services rendered by the Company's employees at all levels.

For & on behalf of the Board of Directors

Sd/- Sd/- (Avinash Bajoria) (PreetanjaliBajoria) Managing Director Additional Director Date: August 13, 2015 DIN No. 01402573DIN No. 01102192 Place : Jaipur