You are here » Home » Companies » Company Overview » Rajasthan Cylinders & Containers Ltd

Rajasthan Cylinders & Containers Ltd.

BSE: 538707 Sector: Others
NSE: N.A. ISIN Code: INE929D01016
BSE 00:00 | 12 Aug 28.45 0
(0.00%)
OPEN

29.80

HIGH

29.80

LOW

28.45

NSE 05:30 | 01 Jan Rajasthan Cylinders & Containers Ltd
OPEN 29.80
PREVIOUS CLOSE 28.45
VOLUME 861
52-Week high 31.45
52-Week low 12.40
P/E 2.39
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 29.80
CLOSE 28.45
VOLUME 861
52-Week high 31.45
52-Week low 12.40
P/E 2.39
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rajasthan Cylinders & Containers Ltd. (RAJASTHANCYLIND) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Forty First Annual Report on the businessoperations and affairs of the Company together with the Annual Audited Standalone andConsolidated Financial Statements of the company for the financial year ended March 312021.

1. Financial Summary

The audited financial statements (standalone and consolidated) prepared by the Companyin accordance with the Indian Accounting Standards [Ind AS] are provided in the AnnualReport of the Company. The highlights of the financial performance of the Company for theyear as compared to the corresponding period in the previous year are given below:

Particulars Standalone Consolidated
FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)
Revenue from operations and other Income 1588.18 2120.53 1588.18 2120.53
Less: Operating Cost (Expenses) 1943.45 2438.61 1943.45 2438.61
Net Operating Profit/(Loss) (355.27) (318.08) (355.27) (318.08)
Less : Finance Cost 168.83 129.04 168.83 129.04
Less : Depreciation & Amortization Expenses 59.56 62.83 59.56 62.83
Less: Share of Profit / (Loss) of Associates - - 168.79 27.98
Profit / (Loss) Before Tax (583.66) (509.95) (414.87) (481.97)
Less: Tax Expenses 147.71 158.57 147.71 158.57
Profit / (Loss) After Tax (435.95) (351.38) (267.16) (323.40)
Other Comprehensive Income (Net of Tax) (38.96) 27.07 (43.31) 25.88
Total Comprehensive Income / (Loss) (474.91) (324.31) (310.47) (297.52)

2. Performance and Prospects for the current year

During the year under review the orders for Cylinders from all Oil companies wasmeager due to COVID-19 Pandemic and Valve manufacturing was affected also due to COVIDPandemic and non-competitive price available in the market and was not in operation fromJanuary 2021. The Segment of LPG Gas Filling Plant was non-core additional activity of theCompany given on Job work Basis to third party was already disposed during FY 2020-21. Theresults of the Company were affected adversely.

During the year company has not manufactured any Regulator due to non-viability.However it has option to manufacture in future once the demand for same improves andcompany gets the better price realization.

3. Operations:

Production and Sales: During the year the production of Cylinders and Valves were 107529 Nos. and 2 66851 Nos. as compared to the production of 103416 Nos. and 996246Nos. respectively during the previous year. There was no production of regulators duringthe year. Gross Sales during the year were recorded as Rs. 1473.86 lacs against Rs.1993.46 lacs in the previous financial year.

4. Covid-19 Impact and Mitigation

The outbreak of COVID-19 pandemic had disrupted regular business operations of theCompany due to the lock down restrictions and other emergency measures imposed by theGovernment from time to time. The Company has taken into account external and internalinformation for assessing possible impact of COVID-19 on various elements of its financialresults including recoverability of its assets. Your Company ensured the safety of itsemployees and other stakeholders we followed the directives issued by the authoritiesfrom time to time and also put in place various safety measures at all units like socialdistancing sanitisation of place and people compulsory mask etc. to ensure the safety ofour employees. It also ensured that our supply chains and operations were able to functionwith the least disruption. In keeping with prioritizing employee safety your Company hadissued early guidelines to its employees on maintaining social distancing hygiene atworkplaces.

5. Dividend:

In view of the losses incurred including the losses for the financial year underreport your Directors regret their inability to recommend any Dividend for the year endedMarch 31 2021.

6. Transfer to Reserve

Since the company has not earned any profit during the Financial Year 2020-21;consequently no amount is transferred into any reserves.

7. Deposits

During the year under review your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rule 2014. There are no outstanding deposits as on 31stMarch 2021.

8. Credit Rating

During the year the Company's credit rating for long-term bank facilities wasreaffirmed as CARE B (Single B) which denotes Stable Outlook. The reaffirmation of therating of Rajasthan Cylinders & Containers Limited (RCCL) was on account of its smallscale of operations with continuing operating net and cash losses weak debt coverageindicators and poor liquidity.

9. Particulars of Loans Guarantees and Investments under Section 186 of the CompaniesAct 2013.

There were no guarantees and investments covered under the provisions of Section 186 ofthe Companies Act 2013 made during the reporting period. The details of loan grantedunder section 186 of the companies Act 2013 are given below:

Name of Entity Relation Amount (Rs.) Particulars of loans guarantees and investments Purpose for which the loans guarantees and investments are proposed to be utilised
GaneshKripa Land Developers Pvt. Ltd. Group Company 91865 Loan Business Purpose

The details of loans are given in the respective notes to the standalone &consolidated financial statements of the Company.

10. Details of Holding Subsidiary Associate Companies and Joint Ventures

During the year under review the Company did not have any holding / Subsidiary / JointVenture Company. Your Company had sold entire stake of 23.30% consisting of 23300 (TwentyThree Thousand Three Hundred Only) equity Shares of M/s Beetle-Tie up Private Limited(BTPL) for a consideration of Rs. 2.33 lakhs and the profit on sale of investment of Rs.1.19 lakhs recognised in Group's share. Consequently BTPL had ceased to be an associateCompany of Rajasthan Cylinders and Containers Limited with effect from 31st March 2021.However Agribiotech Industries Limited is an Associate Company of your company as on 31stMarch 2021. The details of the associate companies are as given below:

- Agribiotech Industries Limited (ABIL):- The Company holds 34.89% of Equity Shares ofAgribiotech Industries Limited. The Profit after tax for the year ended March 31 2021 wasRs. 480.38 lakhs as against Profit after tax of Rs. 78.71 Lakhs for the year ended March31 2020. The contribution of ABIL to the overall performance of the company during theperiod 2020-21 is Rs. 167.60 lakhs.

11. Consolidated Financial Statements

The Audited Consolidated Financial Statements of the Company form a part of this AnnualReport which are prepared in accordance with Section 129(3) of Companies Act 2013 INDAS-27 and as prescribed by Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The consolidated financial statements havebeen prepared on the basis of audited financial statements of the company as approved bythe Board of Directors. The Directors believe that the consolidated accounts provide amore accurate representation of the performance of the Company.

A separate statement containing salient features of the financial statements of theassociate company in prescribed format AOC-1 which also provides details of theperformance and financial position of the associate is annexed as "Annexure 1"to this report.

The copies of the Financial Statements of the Company and of the associate Companiesare available for inspection at the registered office of the Company during working hours.A copy of the said financial statements shall be provided to shareholders upon request.

12. Share Capital

The paid up equity share capital of the company as on March 31 2021 was Rs.33615950/- . During the year under review there were no change in the CapitalStructure of the Company the authorised and paid -up share capital of the Company remainunchanged. The Company has neither issued Shares Debentures with differential votingrights nor granted stock options and sweat equity shares during the year.

13. Board of Directors & Key Managerial Personnel

- Chairman & Managing Director

Mr. Avinash Bajoria (DIN: 01402573) was re-appointed as Managing Director of theCompany for the further period of 3 years w.e.f. October 15 2019 in the Annual GeneralMeeting of the Company held on September 26th 2019. Mr. Avinash Bajoria (DIN:01402573) was further re-designated as Chairman cum Managing Director of the Companyw.e.f. 14th September 2020 and further amendments in his terms of appointment includingrevision in remuneration were approved in the Annual General Meeting of the Company heldon December 30th 2020.

- Retirement

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Avinash Bajoria (DIN: 01402573) Chairman cum ManagingDirector is liable to retire by rotation at ensuing Annual General Meeting and beingeligible offers himself for re-appointment. The Board and Nomination and RemunerationCommittee have recommended his re-appointment for the approval of the shareholders of theCompany in the forthcoming Annual General Meeting of the Company. However if re-appointedas Director immediately on retirement by rotation he shall continue to hold his office asChairman cum Managing Director of the Company and such appointment as Director shall notdeemed to constitute a break in his appointment as Chairman cum Managing Director.

- Women Director

The Company has Mrs. Preetanjali Bajoria (DIN:01102192) as Woman Director in the Boardof the Company as per the requirement of Section 149 of the Companies Act 2013 read withRule 3 of the Companies (Appointment and Qualification of Directors) Rules 2014.

- Independent Directors

Mr. Pratap Kumar Mondal (DIN: 06730854) Mr. Amit Vashishatha (DIN: 07190917) and Mr.Rafat Ali (DIN: 08197811) have tendered resignation from the position of the IndependentDirectors of the Company with effect from 15th September 2020. The Boardplaces on record its appreciation for their invaluable contribution and guidance duringthe tenure.

Keeping in view the knowledge skills long and rich experience Mr. Dhiresh BansilalSoni (DIN: 08727145) and Ms. Yuktika Pilania (DIN: 08726477) were appointed as AdditionalDirectors under the category of Non-Executive Non-Independent Directors on the Board ofthe Company w.e.f. 15th September 2020 to hold office till the conclusion ofthe ensuing Annual General Meeting and were further regularized as Independent Directorsin the Annual General Meeting of the Company held on December 30th 2020.

- Other Disclosure

Pursuant to the provisions of the Act the Board has carried out an annual performanceevaluation of its own performance board committees and of the directors individually(including Independent Directors) as per the criteria defined in the Nomination andRemuneration policy and expressed its satisfaction. The Independent Directors in theirmeeting have evaluated the performance of Non-Independent Directors and the Board as awhole and Chairman of the Board. Furthermore the Board is of the opinion that Independentdirectors of the company are persons of high repute integrity & possess the relevantexpertise skill & experience qualification in their respective fields.

Both Mr. Dhiresh Bansilal Soni (DIN: 08727145) and Ms. Yuktika Pilania (DIN: 08726477)have registered themselves in the Independent Directors data bank but have not yetappeared in the self-assessment test and it is expected that they shall pass the test verysoon in due course. The Independent Directors have complied with the code of conduct asprescribed in Schedule IV of the Companies Act 2013 and as per declaration received fromIndependent Directors they meet the criteria of independence as laid down under Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations.

During the reporting period none of the Directors of the Company are disqualified interms of sub-section (2) of Section 164 of the Companies Act 2013.

The Company has devised the terms and conditions for appointment of IndependentDirectors available on the following web link:

http://www.bajoriagroup.in/Conduct.aspx

Code of Conduct of Independent Directors available on the following web link:http://www.bajoriagroup.in/Conduct.aspx

- Key Managerial Personnel (KMP)

The Company duly complies with the provisions of Section 203 of the Companies Act 2013read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. Following are the Key Managerial Personnel (KMP's) in the company:-

Name of Key Managerial Personnel (KMP) Category
Mr. Avinash Bajoria [DIN: 01402573] Chairman cum Managing Director
Mrs. Preetanjali Bajoria [DIN: 01102192] Whole-time Director
Mr. Ramawtar Sharma Chief Financial Officer
Ms. Neha Dusad* Company Secretary
Ms. Anisha Jain** Company Secretary

* Ms. Neha Dusad has been appointed as Company Secretary (Key Managerial Personnel) andCompliance Officer of the company with effect from 15th September 2020.

** Ms. Anisha Jain resigned from the post of Company Secretary (CS) and ComplianceOfficer of the company with effect from 15th September 2020 and ceased as keymanagerial personnel of the company.

14. Auditor and Auditor's Report a. Statutory Auditor

M/s Chopra Vimal & Co. Chartered Accountants (ICAI Firm Registration No. 006456C)were appointed as Statutory Auditors of the Company in the 39th Annual GeneralMeeting of the Company held on 26th September 2019 for the period of 5(five)years with effect from conclusion of the said General Meeting.

M/s Chopra Vimal & Co. Chartered Accountants statutory auditors of the Companyhave submitted Auditors' Report on the financial statements (standalone and consolidated)of the Company for the financial year ended 31st March 2021.

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

S. No. Auditor's opinion Management Reply
1. The Company has not provided for Bad debts (Non Current Financial Assets- Loans) of Rs. 56.31 Lakhs from a body corporate M/s Ankur Drugs and Pharma Limited which is under liquidation. The loans given to M/S Ankur Drugs and Pharma Limited are good and recoverable as the Company has filed its claim with Official Liquidator.
2. The interest payable under MSMED Act 2006 and other disclosures of trade payable to micro enterprises and small enterprises has not been ascertained and not provided for. Payment to Creditors are being done as per Contractual Terms & Conditions hence no interest has been paid to MSME Creditors on late payment.

b. Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act 2013 and the rules madethereunder M/s. MSV & Associates Practicing Company Secretaries Jaipur having FirmRegistration No. P2018RJ071900 were appointed as Secretarial Auditor to conductsecretarial audit of the Company for the financial year 2020-21. The Secretarial AuditReport for the financial year 2020-21 is attached herewith as "Annexure 6". Thereport does not contain any reservation qualification or adverse remark. Informationreferred to in the Secretarial Auditor Report are self-explanatory and do not call for anyfurther comments.

15. Corporate Governance

Pursuant to the provisions of Regulation 15 (2) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 compliance withthe provisions of Regulation17 17A 18 19 20 21 22 23 24 24A 25 26 27 andclauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) were not applicable on the companyduring the financial year 2020-21. Consequently the Compliance Report on CorporateGovernance as stipulated under Schedule V of the Listing Regulations does not form part ofthis Annual Report for the Financial Year 2020-21. The declaration of non-applicability ofcorporate governance from Chairman cum Managing Director is annexed herewith as"Annexure 7".

16. Management Discussion and Analysis Report

The Management Discussion and Analysis Report of the financial conditions and resultsof operations of the Company for the year under review as required under regulation 34(2) (e) read with Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) ispresented in the separate section forming part of this Annual Report as"Annexure-4".

17. Listing of Equity Shares

The equity shares of the Company are listed on BSE Limited and the Annual Listing Feefor the Financial Year 2021-22 has been duly paid.

18. Committees of the Board

The Company's governance structure is based on the principles of freedom to theexecutive management within a given framework to ensure that the powers vested in theexecutive management are exercised with due care and responsibility so as to meet theexpectation of all the stakeholders. In line with these principles and the Companies Act2013 the Company has formed following three Committees of Directors which are focused onfinancial reporting audit & internal controls compliance issues appointment andremuneration of Directors and Senior Management Employees and the risk managementframework. The Board has the following three committees

> Audit Committee

> Nomination and Remuneration Committee

> Investor Grievance Committee

Audit Committee:

I. Composition of the Committee

The Composition of Audit Committee is as follows:

S. No. Name of Director Designation
1 Mr. Dhiresh Bansilal Soni* DIN: 08727145 Chairman***
2 Ms. Yuktika Pilania* DIN: 08726477 Member
3 Mr. Avinash Bajoria* DIN:01402573 Member
4 Mr. Pratap Kumar Mondal ** DIN:06730854 Member
5 Mr. Amit Vashishtha** DIN:07190917 Member
6 Mr. Rafat Ali** DIN:08197811 Member

Note:

* Mr. Dhiresh Bansilal Soni [DIN: 08727145] Ms. Yuktika Pilania [DIN: 08726477] andMr. Avinash Bajoria [DIN: 01402573] were appointed as new members of the Committee of theBoard of the Company w.e.f. 15th September 2020.

** Mr. Pratap Kumar Mondal [DIN: 06730854] Mr. Amit Vashishtha [DIN: 07190917] and Mr.Rafat Ali [DIN: 08197811] ceased to be Directors and Members of the Committee w.e.f. 15thSeptember 2020.

*** Mr. Dhiresh Bansilal Soni [DIN: 08727145] was appointed as Chairman of theCommittee w.e.f. 15th September 2020

All the recommendations made by the Audit Committee were accepted by the Board.

II. Meetings held during the year and Members' Attendance

During the Financial Year 2020-21 Six (6) Audit Committee Meetings were held i.e. on30-06-2020 28-08-2020 14-09-2020 05-12-2020 21-12-2020 and 12-02-2021 and not morethan one hundred and twenty days lapsed between two consecutive meetings of the AuditCommittee. The Board Meetings held on 28-08-2020 and 05-12-2020 were adjourned for themeetings scheduled to be held on 31-07-2020 and 12-11-2020 respectively. The necessaryquorum was present in all the meetings. The attendance details of the committee meetingsare as follows:-

Name of Directors Category No. of Meetings held No. of Meetings attended
Mr. Pratap Kumar Mondal DIN:06730854 Chairman & Member (till 14.09.2020) 3 3
Mr. Amit Vashishatha DIN:07190917 Member (till 14.09. 2020) 3 3
Mr. Rafat Ali DIN:08197811 Member (till 14.09. 2020) 3 3
Dhiresh Bansilal Soni DIN:08727145 Chairman & Member (w.e.f. 15.09. 2020) 3 3
Ms. Yuktika Pilania DIN: 08726477 Member (w.e.f. 15.09. 2020) 3 3
Mr. Avinash Bajoria DIN:01402573 Member (w.e.f. 15.09. 2020) 3 3

Nomination and Remuneration Committee:

I. Composition of the Committee

The Composition of Nomination and Remuneration Committee is as follows:

S. No. Name of Director Designation
1 Mr. Dhiresh Bansilal Soni* DIN: 08727145 Chairman***
2 Ms. Yuktika Pilania* DIN: 08726477 Member
3 Mr. Avinash Bajoria* DIN:01402573 Member
4 Mr. Pratap Kumar Mondal ** DIN:06730854 Member
5 Mr. Amit Vashishtha** DIN:07190917 Member
6 Mr. Rafat Ali** DIN:08197811 Member

Note:

* Mr. Dhiresh Bansilal Soni [DIN: 08727145] Ms. Yuktika Pilania [DIN: 08726477] andMr. Avinash Bajoria [DIN: 01402573] were appointed as new members of the Committee of theBoard of the Company w.e.f. 15th September 2020.

** Mr. Pratap Kumar Mondal [DIN: 06730854] Mr. Amit Vashishtha [DIN: 07190917] and Mr.Rafat Ali [DIN: 08197811] ceased to be Directors and Members of the Committee w.e.f. 15thSeptember 2020.

*** Mr. Dhiresh Bansilal Soni [DIN: 08727145] was appointed as Chairman of theCommittee w.e.f. 15th September 2020

II. Meetings held during the year and Members' Attendance

The Committee met twice during the Financial Year ended on 31st March 2021 on14-09-2020 and 05-12-2020. The attendance of the members at the meeting is as under:-

Name of Directors Category No. of Meetings held No. of Meetings attended
Mr. Pratap Kumar Mondal DIN:06730854 Chairman & Member (till 14.09.2020) 1 1
Mr. Amit Vashishatha DIN:07190917 Member (till 14.09.2020) 1 1
Mr. Rafat Ali DIN:08197811 Member (till 14.09.2020) 1 1
Dhiresh Bansilal Soni DIN:08727145 Chairman & Member (w.e.f. 15.09.2020) 1 1
Ms. Yuktika Pilania DIN: 08726477 Member (w.e.f. 15.09.2020) 1 1
Mr. Avinash Bajoria DIN:01402573 Member (w.e.f. 15.09.2020) 1 1

Investor Grievance Committee:-

The Investor Grievance Committee is entrusted with the responsibility of addressing theshareholders'/ investors' complaints with respect to transfer transmission of sharesduplicate issuance of share certificate non-receipt of Annual Report non-receipt ofdividend etc.

I. Composition of the Committee

The Composition of Investor Grievance Committee is as follows:

S. No. Name of Director Designation
1 Ms. Yuktika Pilania* DIN: 08726477 Chairman***
2 Mr. Dhiresh Bansilal Soni* DIN: 08727145 Member
3 Mr. Avinash Bajoria* DIN:01402573 Member
4 Mr. Pratap Kumar Mondal ** DIN:06730854 Member
5 Mr. Amit Vashishtha** DIN:07190917 Member
6 Mr. Rafat Ali** DIN:08197811 Member

Note:

* Mr. Dhiresh Bansilal Soni [DIN: 08727145] Ms. Yuktika Pilania [DIN: 08726477] andMr. Avinash Bajoria [DIN: 01402573] were appointed as new members of the Committee of theBoard of the Company w.e.f. 15th September 2020.

** Mr. Pratap Kumar Mondal [DIN: 06730854] Mr. Amit Vashishtha [DIN: 07190917] and Mr.Rafat Ali [DIN: 08197811] ceased to be Directors and Members of the Committee w.e.f. 15thSeptember 2020.

*** Ms. Yuktika Pilania [DIN: 08726477] was appointed as Chairman of the Committeew.e.f. 15th September 2020

III. Meetings held during the year and Members' Attendance

During the Financial Year 2020-21 Four (4) meetings were held i.e. on 30-06-202028-08-2020 05-12-2020 and 12-02-2021. The necessary quorum was present in all themeetings. The attendance details of the committee meetings are as follows:

Name of Directors Category No. of Meetings held No. of Meetings attended
Mr. Pratap Kumar Mondal DIN:06730854 Chairman & Member (till 14.09.2020) 2 2
Mr. Amit Vashishatha DIN:07190917 Member (till 14.09.2020) 2 2
Mr. Rafat Ali DIN:08197811 Member (till 14.09.2020) 2 2
Ms. Yuktika Pilania DIN: 08726477 Chairman & Member (w.e.f. 15.09.2020) 2 2
Dhiresh Bansilal Soni DIN: 08727145 Member (w.e.f. 15.09.2020) 2 2
Mr. Avinash Bajoria DIN:01402573 Member (w.e.f. 15.09.2020) 2 2

During the year under review no complaints were received from the shareholderstherefore there was no investors' complaint pending as on March 31 2021.

19. Board Meetings

During the Financial Year ended on 31st March 2021 the Board of Directorshave duly met 7 (Seven) times on 30- 06-2020 28-08-2020 14-09-2020 05-12-202021-12-2020 12-02-2021 and 30-03-2021. The Board Meetings held on 28-08-2020 and05-12-2020 were adjourned for the meetings scheduled to be held on 31- 07-2020 and12-11-2020 respectively.

The intervening gap between any two meetings was within the time period and the quorumat these meetings was in conformity with the provisions of the Companies Act 2013 andListing Regulations and the Secretarial Standard-1 on Board Meetings issued by theInstitute of Company Secretaries of India. The attendance records of the Directors at theBoard Meetings & at AGM during the year ended on 31st March 2021 are asfollows:-

The following table provides the attendance record at the Board Meeting last AnnualGeneral Meeting; number of Directorships Memberships and Chairmanships in other publiclimited companies and directorship in other listed entities:

Name of the Director No. of Board Meetings held and attended during tenure(1) Attendance at last AGM No. of Directorships in other Companies as on March31 2021 (excluding Rajasthan Cylinders and Containers Ltd)(2) Committee Memberships as on March 31 2021(3) Directorship in other listed entity (Category of Directorship)
No. of Membership in Committees No. of Chairmanship in Committees
1 2 3 4 5 6 7
Mr. Avinash Bajoria P P P P P P P Present NIL NIL NIL NIL
Mrs. Preetanjali Bajoria P P P P P P P Present NIL NIL NIL NIL
Mr. Pratap Kumar Mondal P P P N.A N.A N.A N.A N.A. 1 NIL NIL Beekay Niryat Limited (Independent Non-Executive)
Mr. Rafat Ali P P P N.A N.A N.A N.A N.A. NIL NIL NIL NIL
Mr.Amit Vashishatha P P P N.A N.A N.A N.A N.A. NIL NIL NIL NIL
Mr. Dhiresh Bansilal Soni N.A N.A N.A P P P P Present NIL
Ms. Yuktika Pilania N.A N.A N.A P P P P Present NIL

1. (1) P:Present; A:Absent N.A: Not associated with Company as on Meeting Date.

2. Excluding Private Limited Companies Foreign Companies Section 8 companiesAlternate Directorships and LLP's.

3. Includes only Audit and Stakeholders' Relationship Committee in other public limitedcompanies.

• The familiarisation programme for independent directors can be accessed at thefollowing web link:- http://www.bajoriagroup.in/ViewPolicies.aspx

• All the Directors were present physically in the aforesaid meetings.

• The terms and conditions of appointment of the Independent Directors aredisclosed on the website of the company.

20. Familiarization Programme for independent Director

As part of Board discussions presentation on performance of the Company is made to theBoard during its meeting(s). Plant visits are also arranged for Independent Directors fromtime-to-time for better understanding of the Company's operations. The details of suchfamiliarization programmes for Independent Directors are posted on the website of theCompanyhttp://www.bajoriagroup.in/ViewPolicies.aspx.

21. Policy on Directors' Appointment and Remuneration

Your Company has a well-defined policy for selection appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Management. The main objective of thesaid policy is to ensure that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate the Directors Key Managerial Personnel andSenior Management employees.

The Nomination and Remuneration Policy of Directors Key Managerial Personnel andSenior Management employees includes the criteria for determining qualifications positiveattributes independence of director and other matters as per section 178(3) of theCompanies Act 2013 is stated in the "Annexure 5" which form part to thisreport. The web link of the policy is as follows:

http://www.bajoriagroup.in/ViewPolicies.aspx

22. Particulars of Contracts or Arrangements made with related parties

All Related Party Transactions that were entered into during the year were in theordinary course of business and on arms length basis and were in compliance with theapplicable provisions of the Act and the SEBI (LODR) Regulations. The Company had notentered into any contract arrangement and transaction with related party(ies) which couldbe considered material in accordance with the policy of the Company on materiality ofrelated party transactions. There are no material significant related party transactionsmade by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons and their relatives which may have a potential conflict with theinterest of the Company at large. Particulars of contracts or arrangements with relatedparties referred to under Section 188(1) of the Act in the prescribed form AOC- 2 isannexed herewith as "Annexure 2".

All related party transactions are placed before the Audit Committee and the Board ofDirectors for their review and approval. Prior omnibus approval of the Audit Committee isobtained on an annual basis for the transactions which are planned/repetitive in natureand omnibus approvals are taken as per the policy laid down for unforeseen transactions.The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company'swebsitehttp://www.bajoriagroup.in/ViewPolicies.aspx

23. Reporting of frauds by auditors

During the year under review the Statutory Auditors Internal Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsofficers or employees to the Audit Committee under Section 143(12) of the Act details ofwhich needs to be mentioned in this Report

24. Performance Evaluation of Board its Committees & Individual Directors:-

In terms of requirements of Listing Regulations and provisions of Companies Act 2013Nomination cum Remuneration Committee of the Board of Directors of the Company specifiedthe manner for effective evaluation of performance of Board its Committees and IndividualDirectors. Based on the same annual evaluation of its own performance performance of itsCommittees Individual Directors including Independent Directors was carried out duringthe reporting period. The Company had adopted the evaluation parameters as suggested byICSI and SEBI with suitable changes from Company's perspective.

The Board has carried out an annual evaluation of its own performance and that of itsCommittees as well as performance of the Directors individually including IndependentDirectors (excluding the director being evaluated) has been made.

Board evaluation was carried out on the basis of questionnaire prepared afterconsidering various inputs received from the Directors covering various aspects revealingthe efficiency of the Board's functioning such as development of suitable strategies andbusiness plans size structure and expertise of the Board and their efforts to learnabout the Company and its business obligations and governance.

Performance evaluation of Directors was carried out by Board and Nomination andRemuneration Committee on parameters such as appropriateness of qualification knowledgeskills and experience time devoted to Board deliberations and participation level inboard functioning extent of diversity in the knowledge and related industry expertiseattendance and participations in the meetings and workings thereof and Initiative tomaintain high level of integrity and ethics and the same was apprised to the Board ofDirectors.

Independent Directors had carried out performance evaluation of Non-IndependentDirectors in their separate meeting the Board as a whole and performance evaluation ofChairman was carried out taking into account the views of Executive and Non-ExecutiveDirectors.

The performance of Committees were evaluated on parameters such as whether theCommittees of the Board are appropriately constituted have appropriate number of meetingsheld each year to accomplish all of its responsibilities maintain the confidentiality ofits discussions and decisions conduct self-evaluation at least annually make periodicalreporting to the Board along with its suggestions and recommendations.

Independent Directors' performance evaluation was carried out on parameters such aswhether the Directors uphold ethical standards of integrity and probity the ability ofthe directors to exercise objective and independent judgment in the best interest ofCompany the level of confidentiality maintained adherence to the applicable code ofconduct for Independent Directors and their role in bringing independent judgment duringBoard deliberations on strategy performance risk management etc.

The Board of Directors expressed their satisfaction with the evaluation process.

25. Prevention of Insider Trading

In compliance with the provisions of Securities Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 ('SEBI (PIT) Regulations') the Board has adopted acode of conduct to regulate monitor and report trading by Designated Persons to preservethe confidentiality of price sensitive information to prevent misuse thereof and regulatetrading by designated persons. It prohibits the dealing in the Company's shares by thepromoters promoter group directors designated persons and their immediate relativesand connected persons while in possession of unpublished price sensitive information inrelation to the Company. Pursuant to the above the Company has put in place adequate andeffective system of internal controls to ensure compliance with the requirements of theSEBI (PIT) Regulations.The same is placed on the Company's website and the web link forthe same is http://www.bajoriagroup.in/Conduct.aspx.

26. Vigil Mechanism /Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle Blower Policy ('Policy') to dealwith instances of fraud and mismanagement if any. The policy has a systematic mechanismfor directors and employees to report concerns about unethical behaviour actual orsuspected fraud and it provides adequate safeguards against victimization. The same isplaced on the Company's website and the web link for the same ishttp://www.bajoriagroup.in/Conduct.aspx.

During the year under review the Company has not received any complaint under thispolicy.

27. Particulars of Employees

Information pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from time totime has been given as "Annexure 4" which forms a part of this Report.

Remuneration Paid to Managing Director during Financial Year 2020-21 (In Rupees):-

Name of the Director Salaries and Allowances Perquisites Company's Contribution to PF Commission & Performance linked incentives Sitting Fees Total
Avinash Bajoria 4312500 NIL NIL NIL NIL 4312500

I. None of the Directors had the pecuniary relationship with the company.

II. The non-executive Directors of the company are not paid any remuneration during theyear 2020-21

III. The company enters into service contracts with all executive directors till theduration of their tenure. The services of the Executive Directors may be terminated byeither party giving the other party three months' notice or the company paying threemonths' salary in lieu thereof. There is no separate provision for payment of severancefees.

IV. The company does not have any stock option/Employees Stock Option Scheme.

28. Risk Management Policy

In compliance with the applicable provisions of Companies Act 2013 the Board hasframed and adopted the Risk Management Policy of the company in order to ensure that theCompany's affairs shall be carried out in a sound and prudent manner by managing itsbusiness operating and financial risk by adopting appropriate risk identificationassessment and control and mitigation measures.

29. Statement on compliances of applicable Secretarial Standards

Your Directors states that they have devised proper systems and process to ensurecompliance with the provisions of all applicable Secretarial Standards issued by theInstitute of Company Secretaries of India ('ICSI') and that such system are adequate andoperating effectively and the Company has complied with all applicable SecretarialStandards during the year under review

30. Internal Control System

The internal control framework is designed to ensure proper safeguarding of assetsmaintaining proper accounting records and providing reliable financial information andother data. This system is supplemented by internal audit reviews by the managementguidelines and procedures. The Company has adequate internal control system to safeguardthe company's assets from any loss or damage to control cost prevent revenue loss andrequired financial and accounting controls and to effectively implement the applicableaccounting standards.

31. Extract of Annual Return

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of theCompanies Act 2013 read with Rules 12(1) of the Companies (Management and Administration)Rules 2014 the Annual Return of the Company is uploaded on the website of the Companyhttp://www.bajoriagroup.in/AnnualReport.aspx

32. Conservation of Energy Technology Absorption and Foreign Expenditure

The particulars as prescribed under Sub - Section 3 (m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as"Annexure-3" to this Board's Report.

33. Details of policy developed and implemented by the company on its Corporate SocialResponsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the company does not fall under the ambit as provided under Section 135 ofthe Companies Act 2013 read-with Rules made thereunder.

34. Material Changes and Commitments affecting the financial position of the companybetween the end of financial year and the date of this report

No material changes and commitments have occurred after the close of the year till thedate of this report which affect the financial position of the company between the end offinancial year and the date of this report.

35. Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the going concern status and company's operations in future

There are no significant or material orders passed by Regulators or courts or tribunalswhich would impact the going concern status of the company and its future operations.

36. Human Resources:

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

37. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

Your Company is fully committed to uphold and maintain the dignity of women working inthe Company. It has in place Prevention of Sexual Harassment at Workplace - Policy in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made thereunder. All employees(permanent contractual temporary and trainees) are covered under this policy. Furtherit is hereby stated that the company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Workplace(Prevention Prohibition and Redressal) Act 2013 and have given training to itsemployees. During the period under review no complaint had been received under the Act.The policy is available on the Company's website at thewww.bajoriagroup.in

The following is a summary of sexual harassment complaints received and disposed offduring the year 2020-21:-

• No. of Complaints received: NIL

• No. of Complaints disposed off: NA

38. Green Initiative for Paperless Communication

Ministry of Corporate Affairs ("MCA") Government of India has announced"Green Initiative in Corporate Governance" by allowing Companies to send Notices/ Documents / Annual Reports and other communication to its shareholders by electronicmode i.e. by e-mail.

In line with the initiatives taken by MCA RAJASTHAN CYLINDERS AND CONTAINERS LIMITEDproposes to send documents such as Notices of General Meeting(s) other Notices AnnualReport and all other communications to its Shareholders through electronic mode i.e. onthe e-mail address provided by you. To support this green initiative in full measuremembers who have not registered their e-mail addresses so far are requested to registertheir e-mail addresses in respect of electronic holdings with the Depository throughtheir concerned Depository Participant. Members who hold shares in physical form arerequested to fill in the Registration form which can be obtained from Company's RegistrarBeetal Financial & Computer Services Pvt. Ltd.

Please note that all such documents shall be made available on the Company's websiteand the same shall also be kept open for inspection at the Registered Office of theCompany during the business hours.

39. Maintenance of Cost Records

The provisions of Section 148 (1) of Companies Act 2013 relating to maintenance ofcost records is not applicable on the Company.

40. Environmental Stewardship:-

Environmental stewardship refers to responsible use and protection of the naturalenvironment through conservation and sustainable practices. To make the system moreenvironments friendly your company has planted 97 trees and taking care of at least 2250trees/plants of different species both fruit/non-fruit bearing plants planted in itsfactory premises.

41. Directors' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 inpreparation of annual accounts for the financial year ended 31st March 2021 and statethat:

I. In the preparation of the Annual Accounts for the Financial Year ended 31st March2021 the applicable accounting standards have been followed with proper explanationrelating to material departures.

II. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofprofit and loss of the Company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

IV. The Directors had prepared the annual accounts for the financial year ended 31stMarch 2021 on a going concern basis.

V. The Directors had laid down proper internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.

VI. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

42. Acknowledgement

Your Directors acknowledge a deep sense of gratitude for the continued support extendedby Investors Customers Business Associates Bankers and Vendors and place on record itsappreciation for the significant contribution made by the employees at all levels throughtheir hard work and dedication at all levels which has continued to be Company's majorstrength.

We also take this opportunity to express our deep sense of gratitude to all theGovernment non-government agencies Regulatory Authorities Bankers and Vendors for theircontinued support. We also express gratitude to shareholders for their patronage supportand faith in the Company. The Board looks forward to their continued support in future.

By order of the Board of Directors Sd/-
Place: Jaipur (Avinash Bajoria)
Date: 06.09.2021 Chairman cum Managing Director DIN:01402573
Registered Office: Address: 404 Nemi Sagar Colony
SP-825 Road No.14 Queens Road Jaipur-302021
VKI Area Jaipur-302013.
CIN- L28101RJ1980PLC002140

.