Directors Report of Rajasthan Gases Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 22nd Annual Report together with the audited statement of Accounts for the year ended 31st March, 2015.

1. OPERATIONS

The Summarized financial highlights are as under

For the year For the year ended 31.03.2015 ended 31.03.2014

Income from operation Nil Nil

Other Income 1137869.00 403836.05

1137869.00 403836.05

Total Expenditure 958289.99 84843.01

Operating Profit / (Loss) 179579.01 18993.04

Depreciation Nil Nil

Provision for taxation Nil Nil

Profit / (Loss) after tax 179579.01 18993.04

Balance Carrier Forward from

Last year (28179536.33) (28198529.37)

Balance Carried to Balance Sheet (27999957.32) (28179536.33)

2. DEPOSITS

The Company has not accepted any deposits from Public within the meaning of Provisions of the Companies Act, 2013 and rules made there under.

3. CAPITAL

During the year the Authorized, Issued, Subscribed and paid-up Capital remained unchanged at Rs. 6,00,00,000/- and Rs. 5,37,38,000/- respectively.

4. STATUTORY INFORMATION

I. The Companies ( Directors particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology absorption in From B prescribed by the rules. The company not being an industry under the Schedule, Form A& B disclosures are not applicable.

II. The Company had no foreign exchange earnings & no outgoing

III. The Company does not have any subsidiary within the meaning of section 4 of the Companies Act, 1956

5. AUDITORS

Statutory auditors M/s. R. K. Malpani & Associates, retire at the conclusion of the ensuing Annual General Meeting. The Company proposes to appoint them for their term of 2 years under Section 139 of the Companies Act, 2013 i.e. for the financial year 2015-16 to 2016-17 subject to ratification by shareholders at every Annual General Meeting

6. AUDIT COMMITTEE

Pursuant to Section 292Aof the Companies Act, 1956 as introduced by the Companies (Amendment) Act, 2000, an audit committee was constituted by the Board of Directors consisting of 3 directors i.e. Shri Baboolal Swarnkar, Shri Nikhilesh Khandewal and, Shri Vinay Agrawal.

7. AUDITOR'S REPORT

The notes referred to in the Auditors' Report are self-explanatory and hence, do not call for any comments under Section 134 of the Companies Act, 2013.

8. DIRECTORS

Shri Baboolal Swarnkar, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Directors commend his re-appointment.

9. DIRECTOR'S RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

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

(b) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31st March 2015 and of the profit of the Company for the year ended 31st March 2015.

(c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis.

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. PERSONNEL

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 as per the latest amendment.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy, to provide formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. It provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee.

Whistle blower policy of the company is available on the Company's website www.rajasthangasesltd.com.

12. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Board has appointed M/s. Manjula Poddar, Company Secretaries in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014- 2015. The report of the Secretarial Auditors is annexed to this Report as Annexure-IV.

12. ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication.

By Order of the Board of Directors

Place: Jaipur BABOOLAL SWARNKAR

Dated: 05th September, 2015 (Chairman)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report together with the audited statement of Accounts for the year ended 31st March, 2014.

1. OPERATIONS

The Summarized financial highlights are as under

For the year For the year ended ended 31.03.2014 31.03.2013

Income from operation Nil Nil

Other Income 403836.05 548240.57

403836.05 548240.57

Total Expenditure 384843.01 546751.14

Operating Profit/ (Loss) 18993.04 1489.43

Depreciation Nil Nil

Provision for taxation Nil Nil

Profit / (Loss) after tax 18993.04 1489.43

Balance Carrier Forward from Last year (28198529.37) (28200018.80)

Balance Carried to Balance Sheet (28179536.33) (28198529.37)

2. DEPOSITS

The Company has not accepted any deposits from Public within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

3. CAPITAL

During the year the Authorized, Issued, Subscribed and paid-up Capital remained unchanged at Rs. 6,00,00,000/- and Rs. 5,37,38,000/- respectively.

4. STATUTORY INFORMATION

The Companies ( Directors particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology absorption in From B prescribed by the rules. The company not being an industry under the Schedule, Form A& B disclosures are not applicable.

II The Company had no foreign exchange earnings & no outgoing

III. The Company does not have any subsidiary within the meaning of section 4 of the Companies Act, 1956

5. AUDITORS

Statutory auditors M/s. R. K. Malpani & Associates, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. R K. Malpani & Associates, to the effect that their appointment, if made would be within the limits under Section 224(1 -B) of the Companies Act, 1956. Accordingly, M/s R. K. Malpani & Associates, Chartered Accountants will be appointed as auditors of the Company.

6. AUDIT COMMITTEE

Pursuant to Section 292A of the Companies Act, 1956 as introduced by the Companies (Amendment) Act, 2000, an audit committee was constituted by the Board of Directors consisting of 3 directors i.e. Shri Baboolal Swarnkar, Shri Manoj Danwar, Shri Sunil Verma.

7. AUDITOR''S REPORT

The notes to the Accounts referred to in the Auditors report are self - explanatory and, therefore, do not call for any further explanation under section 217(3) of the Companies Act, 1956

8. DIRECTORS

Shri Matadin Sonthalia, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment. The Directors commend his re-appointment.

Smt. Nirmala Sharma resigned as director during the year i.e Dt. 19.07.2013. Board of Directors place on records its appreciating for valuable services and guidance given by Smt. Nirmala Sharma during her tenure as a Director of the Company.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

In term of section 217 (2AA) of the Companies Act, 1956 the directors would like to state 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 affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The director have 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 have prepared the annual accounts on a going concern basis.

10. PERSONNEL

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 as per the latest amendment.

11. FIXED DEPOSIT

The company has neither invited nor accepted nor renewed any fixed deposit during the year under review.

12. ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication.

By order of Board of Directors

Place : Jaipur BABOOLAL SWARNKAR Dated: 05th September, 2014 Chairman

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the TWENTH Annual Report together with the audited statement of Accounts for the year ended 31st March, 2013.

1. OPERATIONS

The Summarised financial highlights are as under

For the year For the year ended 31.03.13 ended 31.03.12

Income from operation Nil Nil

Other Income 548240.57 2202476.54

548240.57 2202476.54

Total Expenditure 546751.14 2197598.88

Operating Profit / (Loss) 1489.43 4877.66

Depreciation Nil Nil

Provision for taxation Nil Nil

Profit / (Loss) after tax 1489.43 4877.66

Balance Carrier Forward from Last year (28200018.80) (28204896.46)

Balance Carried to Balance Sheet (28198529.37) (28200018.80)



2. DEPOSITS

The Company has not accepted any deposits from Public within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

3. CAPITAL

During the year the Authorised, Issued, Subscribed and paid-up Capital remained unchanged at Rs. 6,00,00,000/- and Rs. 5,37,38,000/- respectively.

4. STATUTORY INFORMATION

I The Companies ( Directors particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology absorption in From B prescribed by the rules. The company not being an industry under the Schedule, Form A & B disclosures are not applicable.

II The Company had no foreign exchange earnings & no outgoing

III. The Company does not have any subsidiary within the meaning of section 4 of the Companies Act, 1956

5. AUDITORS

Statutory auditors M/s. R. K. Malpani & Associates, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. R K. Malpani & Associates, to the effect that their appointment, if made would be within the limits under Section 224(1-B) of the Companies Act, 1956. Accordingly, M/s R. K. Malpani & Associates, Chartered Accountants will be appointed as auditors of the Company.

6. AUDIT COMMITTEE

Pursuant to Section 292A of the Companies Act, 1956 as introduced by the Companies (Amendment) Act, 2000, an audit committee was constituted by the Board of Directors consisting of 3 directors i.e. Shri Baboolal Swarnkar, Shri Manoj Danwar, Shri Sunil Verma.

7. AUDITOR''S REPORT

The notes to the Accounts referred to in the Auditors report are self - explanatory and, therefore, do not call for any further explanation under section 217(3) of the Companies Act, 1956

8. DIRECTORS

Shri Baboo Lai Swarnkar, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Directors commend his re-appointment.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

In term of section 217 (2AA) of the Companies Act, 1956 the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting polices 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 affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The director have 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 have prepared the annual accounts on a going concern basis.

10. PERSONNEL

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 as per the latest amendment.

11. FIXED DEPOSIT

The company has neither invited nor accepted nor renewed any fixed deposit during the year under review.

12. ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication.

By Order of the Board of Directors

(BABOOLAL SWARNKAR) (MAJDAN WAR)

Chairman MD & CEO

PLACE: JAIPUR

DATED: 06/09/2013

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Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the NINTEENTH Annual Report together with the audited statement of Accounts for the year ended 31st March, 2012.

1. OPERATIONS

The Summarised financial highlights are as under

For the year For the year ended 31.03.12 ended 31.03.11

Income from operation Nil Nil

Other Income 2202476.54 2651625.60

2202476.54 2651625.60

Total Expenditure 2197598.88 319699.88

Operating Profit / (Loss) 4877.66 2331925.72

Depreciation Nil Nil

Provision for taxation Nil Nil

Profit / (Loss) after tax 4877.66 2331925.72

Balance Carrier Forward from Last year (28204896.46) (30536822.18)

Balance Carried to Balance Sheet (28200018.80) (28204896.46)

2. DEPOSITS

The Company has not accepted any deposits from Public within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

3. CAPITAL

During the year the Authorised, Issued, Subscribed and paid-up Capital remained unchanged at Rs. 6,00,00,000/- and Rs. 5,37,38,000/- respectively.

4. STATUTORY INFORMATION

I. The Companies (Directors particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology absorption in From B prescribed by the rules. The company not being an industry under the Schedule, Form A & B disclosures are not applicable.

II. The Company had no foreign exchange earnings & no outgoing

III. The Company does not have any subsidiary within the meaning of section 4 of the Companies Act, 1956

5. AUDITORS

Statutory auditors M/s. R. K. Malpani & Associates, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. R K. Malpani & Associates, to the effect that their appointment, if made would be within the limits under Section 224(1-B) of the Companies Act, 1956. Accordingly, M/s R. K. Malpani & Associates, Chartered Accountants will be appointed as auditors of the Company.

6. AUDIT COMMITTEE

Pursuant to Section 292A of the Companies Act, 1956 as introduced by the Companies (Amendment) Act, 2000, an audit committee was constituted by the Board of Directors consisting of 3 directors i.e. Shri Baboolal Swarnkar, Shri Manoj Danwar, Shri Sunil Verma.

7. AUDITOR''S REPORT

The notes to the Accounts referred to in the Auditors report are self - explanatory and, therefore, do not call for any further explanation under section 217(3) of the Companies Act, 1956

8. DIRECTORS

Shri Baboo Lai Swarnkar, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Directors commend his re-appointment.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

In term of section 217 (2AA) of the Companies Act, 1956 the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting polices 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 affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The director have 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 have prepared the annual accounts on a going concern basis.

10. PERSONNEL

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 as per the latest amendment.

11. FIXED DEPOSIT

The company has neither invited nor accepted nor renewed any fixed deposit during the year under review.

12. ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication.

BY ORDER OF THE BOARD

For RAJASTHAN GASES LIMITED

Place : JAIPUR (BABOOLAL SWARNKAR)

DATED: 01/09/2012 Chairman