Dear Members,
Rajasthan Cylinders and Containers Limited.
Your Directors are pleased to present the 44th Annual Report
on the business, operations and affairs of the Company together with the Audited Financial
Statements of the company for the financial year ended 31st March, 2024.
1. Financial Performance
The audited financial statements prepared by the Company, in accordance
with the Indian Accounting Standards [Ind AS], are provided in the Annual Report of the
Company. The highlights of financial performance of the Company for the financial year
ended 31st March 2024 are as under:
Particulars |
FY 2023-24 |
FY 2022-23 |
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
Revenue from operations |
0.00 |
931.51 |
Other Income |
100.46 |
470.17 |
Total Income |
100.46 |
1,401.68 |
Less: Operating Cost (Expenses) |
136.88 |
1,483.33 |
Net Operating Profit/(Loss) |
(36.42) |
(81.65) |
Less : Finance Cost |
6.97 |
12.31 |
Less : Depreciation & Amortization Expenses |
26.29 |
52.84 |
Profit / (Loss) Before Tax |
(69.68) |
(146.80) |
Exceptional Items |
0 |
0 |
Profit / (Loss) After Exceptional items |
(69.68) |
(146.80) |
Less: Tax Expenses |
2.78 |
177.72 |
Profit / (Loss) After Tax from Continuing operations |
(72.46) |
30.92 |
Profit/(Loss) Before Tax from discontinued operations |
(62.14) |
0.00 |
Tax Expenses of discontinued operations |
2.48 |
0.00 |
Profit / (Loss) After Tax from Discontinued operations |
(64.62) |
0.00 |
Profit/(Loss) for the Year |
(137.08) |
30.92 |
Other Comprehensive Income / (Loss) (Net of Tax) |
0.91 |
(49.16) |
Total Comprehensive Income / (Loss) |
(136.17) |
(18.24) |
The Company is not required to prepare consolidated financial
statements as there were no Subsidiary or associate company as on 31st March,
2024 and there was no change in the nature of business of the Company during the financial
year ended 31st March 2024.
2. Performance Review and State of Company?s Affairs
The company was mainly engaged in the business of manufacturing and
selling LPG Cylinders, Valves & Regulators and rendering refilling services of LPG
Gas. Over the past years, the Company?s financial performance has drastically been
impacted due to certain factors viz pandemic crisis and oil company?s unsupportive
policies. This resulted in low production and Company have incurred heavy losses. To come
over this situation, and to mitigate the working capital requirement, Board of Directors
of the Company had decided to infuse the funds by selling some of its investments during
the past years. .
The Company?s business was operating under challenging environment
during the financial year 2022-23 due to various macro-economic factors as mentioned
above. Apart from that the high cost of raw material and its supplies and the high
Interest Cost were also the factors which lead reduction in borrowing powers of the
Company and Banks had reduced the working capital exposure of the Company due to downward
performance of the Company. Considering all the above factors and challenges which were
beyond the control of Company despite several attempts to turn it around, the management
had decided not to incur continued operational losses and decided to close its
manufacturing operations at its unit located at SP 825, Road No. 14, V K I Area, Jaipur
-302013.
The Company?s manufacturing unit has been closed with effect from
09th December, 2022. The Plant and Machinery of the Company were getting
obsolete with the period of time and not yielding any benefit to the
Company. Accordingly, to reduce the interest cost and to pay off its
creditors, the substantial Plant and Machinery of the Factory Situated at SP-825, Road No.
14, VKI Area, Jaipur-302013 were disposed off.
The highlights of the Company?s performance are as under:-
Total income for the FY 2023-24 under review was Rs. 100.46 Lakhs as
against Rs. 1401.68 Lakhs in the previous FY 2022-23. The loss before tax for the FY
2023-24 is Rs. -69.68 Lakhs as against loss of Rs. -146.80 Lakhs in the previous FY
2022-23. The loss after tax for continued operations is Rs. -72.46 Lakhs for the FY
2023-24 as against Profit of Rs 30.92 Lakhs in the previous FY 2022-23. The loss after tax
for discontinued operations is Rs. -64.62 Lakhs for the FY 2023-24. The combined loss
after tax for continued and discontinued operations is Rs. -137.08 Lakhs for the FY
2023-24.
3. Operations
Production and Sales: During the period under review, the Company did
not carry on any production activities compared to the production of 52,336 Nos. of
Cylinders during the previous year.
During the year under review, the manufacturing unit of Company located
at SP-825, Road No. 14, VKI Area, Jaipur-302013 was inoperative and remained closed. This
indicate that a material uncertainty exists that may cast significant doubt on the
Company?s ability to continue as a going concern. However, The Company is in process
to appoint a consultant for setting up a new business / project, hence, the financial
statements for the year ended 31st March, 2024 have been prepared on going
concern basis.
4. Dividend
The Board of Directors of the Company have decided not to recommend any
dividend for the financial year 2023-24.
5. Transfer to Reserve
The Company has not transferred any amount to reserves for the
financial year 2023-24.
6. Deposits
During the year under review, your Company has not accepted any deposit
within the meaning of Section 73 and 74 of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014. There are no outstanding deposits as on 31st
March, 2024.
7. Credit Rating
No Credit rating was obtained during the financial year 2023-24.
8. Particulars of Loans, Guarantees and Investments under
Section 186 of the Companies Act, 2013.
The details of loans, guarantees and investments covered under the
provisions of Section 186 of the Act, are given in the respective notes to the standalone
financial statements of the Company.
9. Details of Holding, Subsidiary, Associate Companies and Joint
Ventures
During the year under review, the Company did not have any holding /
Subsidiary / Joint Venture / Associate Company, Accordingly Form AOC-1 is not applicable.
10. Listing of Equity Shares
The equity shares of the Company are listed on BSE Limited having ISIN:
INE929D01016 and the Annual Listing Fee for the Financial Year 2024-25 has been duly paid.
11. Share Capital
During the year under review, there was no change in the Capital
Structure of the Company, the authorized, issued and paid up share capital of the Company
remain unchanged. The Company has neither issued Shares, Debentures with differential
voting rights nor granted stock options and sweat equity shares during the year. The
capital structure of the company as on March 31, 2024 stands as follows:
AUTHORISED SHARE CAPITAL |
ISSUED AND SUBSCRIBED CAPITAL: |
PAID UP CAPITAL |
Rs. 7,00,00,000 divided into 70,00,000 equity shares of Rs.
10/- each. |
Rs. 3,36,15,950 divided into 33,61,595 equity shares of Rs.
10/- each. |
Rs. 3,36,15,950 divided into 3,361,595 equity shares of Rs.
10/- each. |
12. Corporate Governance
Pursuant to the provisions of Regulation 15 (2) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, compliance with the provisions of Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24,
24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and
para C , D and E of Schedule V of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) were not
applicable on the company during the financial year 2023-24. Consequently, the Compliance
Report on Corporate Governance as stipulated under Schedule V of the Listing Regulations
does not form part of the Annual Report for the Financial Year 2023-24. The declaration of
non-applicability of corporate governance provisions from Chairman cum Managing Director
is annexed herewith as Annexure 2.
13. Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the operations of the
Company as required under SEBI Listing Regulations is provided in a separate section and
forms an integral part of this Report as Annexure-3.
14. Board of Directors & Key Managerial Personnel
During the year under review, Ms. Yuktika Pilania has tendered her
resignation as Non-Executive Independent Director of the Company with effect from 14th
August, 2023 due to her pre-occupation as cited in her notice of resignation. The Board
placed on record its appreciation for her invaluable contribution and guidance to the
Company during her tenure as a board member. Further, upon the recommendation of the
Nomination and Remuneration Committee, the Board of Directors of the company had appointed
Mr. Girdhari Lal Sharma (DIN: 00136223) as an Additional Director in the category of
Non-Executive Independent Director on the Board of the Company w.e.f. 14th
August, 2023 for a term of five years commencing from 14th August, 2023 to 13th
August, 2028, whose office shall not be liable to retire by rotation. This appointment was
subsequently approved/regularized by the shareholders at Annual General Meeting of the
Company held on 27th September, 2023. Pursuant to section 152 of the Companies
Act, 2013 and the Articles of Association of the Company, Mrs. Preetanjali Bajoria (DIN:
01102192), Whole Time Director of the Company is liable to retire by rotation at ensuing
Annual General Meeting, and being eligible, offers herself for re-appointment. Further,
upon recommendation of Nomination and Remuneration Committee, the Board have appointed
Mrs. Preetanjali Bajoria (DIN: 01102192) as whole-time director of the Company for a
further period of 3 years w.e.f. 1st October, 2024 subject to the approval of
shareholders of the Company at ensuing Annual General Meeting Company. In terms of Section
149 of the Companies Act, 2013 and rules made thereunder Mrs. Preetanjali Bajoria
(DIN:01102192) and Ms. Avanti Bajoria (DIN: 08778699), are acting as Woman Director on the
Board of the Company.
Declaration by Independent Directors
The Company has received the confirmation that Independent Directors
have complied with the Code for Independent Directors prescribed in Schedule IV of the
Companies Act, 2013 and the declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Board is of the opinion that Independent
Directors of the Company fulfil the conditions of independence specified in the Act and
the SEBI (LODR) Regulations and that they are independent of the management. Code of
Conduct of Independent Directors available on the following web link:
http://www.bajoriagroup.in/Conduct.aspx. Terms and Conditions for appointment of
Independent Directors available on the following web link:
http://bajoriagroup.in/ViewPolicies.aspx
Further, pursuant to the provisions of the Companies (Creation and
Maintenance of Databank of Independent Directors) Rules, 2019 and sub rule (1) and (2) of
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the name
of Independent Directors are included in the Databank maintained under Indian Institute of
Corporate Affairs (IICA). During the reporting period, none of the Directors of the
Company are disqualified in terms of sub-section (2) of Section 164 of the Companies Act,
2013. The changes in the composition of the Board of Directors that took place during the
period under review were carried out in compliance with the provisions of the Act and
Listing Regulations.
Following is the composition of the Board of Directors of the Company
as on 31st March, 2024:-
Name of Director |
Category |
Mr. Avinash Bajoria [DIN: 01402573] |
Chairman cum Managing Director |
Mrs. Preetanjali Bajoria [DIN: 01102192] |
Whole-time Director |
Ms. Avanti Bajoria [DIN: 08778699] |
Non-Executive Non Independent Director |
Mr. Dhiresh Bansilal Soni [DIN: 08727145] |
Non-Executive Independent Director |
Mr. Girdhari Lal Sharma [DIN: 00136223]* |
Non-Executive-Independent Director |
* Mr. Girdhari Lal Sharma appointed as an Additional Director in the
category of Non-Executive Independent Director on the Board of the Company w.e.f. 14th
August, 2023 and was further regularized as Independent Director in the Annual
General Meeting of the Company held on 27th September, 2023. Ms. Yuktika
Pilania resigned as director of the company with effect from 14th August, 2023.
Key Managerial Personnel (KMP)
The Company duly complies with the provisions of Section 203 of the
Companies Act, 2013 read 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. Ram Awtar Sharma |
Chief Financial Officer |
Ms. Neha Dusad |
Company Secretary |
15. Committees of the Board
The Board Committees play a crucial role in the governance structure of
the Company and have been constituted to deal with specific areas/activities as mandated
by applicable regulations. During the year under review the Company has following three
Committees:- Audit Committee Nomination and Remuneration Committee Stakeholders
Relationship Committee
Audit Committee:
I. Composition of the Committee
Pursuant to the Companies Act, 2013, the Company has constituted an
Audit Committee. The Company?s Audit Committee comprises 3 (three) Members with
majority of Independent Directors. The member of the Audit Committee possesses relevant
accounting and financial management expertise. The Composition of Audit Committee as on
the date of the report is as follows:
S. No. Name of Members |
Designation |
1 Mr. Girdhari Lal Sharma DIN: 00136223 |
Chairman |
2 Mr. Dhiresh Bansilal Soni DIN: 08727145 |
Member |
3 Mr. Avinash Bajoria DIN: 01402573 |
Member |
II. Meetings held during the year and Members? Attendance
During the Financial Year 2023-24, four (4) Audit Committee Meetings
were held i.e. 22-06-2023, 14-08-2023, 09-11-2023 and 09-02-2024 and not more than one
hundred and twenty days lapsed between two consecutive meetings of the Audit Committee.
The necessary quorum was present in all the meetings. The attendance details of the
committee meetings are as follows:
Name of Members |
No. of Meetings entitled to attend |
No. of Meetings attended |
Mr. Girdhari Lal Sharma |
2 |
2 |
DIN: 00136223 |
|
|
Dhiresh Bansilal Soni |
4 |
4 |
DIN: 08727145 |
|
|
Ms. Yuktika Pilania |
2 |
2 |
DIN: 08726477 |
|
|
Mr. Avinash Bajoria |
4 |
4 |
DIN: 01402573 |
|
|
Note:
1. Mr. Girdhari Lal Sharma (DIN: 00136223) appointed as Chairman and
Member of Audit Committee w.e.f. 14th August, 2023.
2. Ms. Yuktika Pilania (DIN: 08726477) ceased to be Director of the
Company and Member of the Committee w.e.f. 14th August, 2023.
3. Mr. Dhiresh Bansilal Soni (DIN: 08727145) re-designated as Member of
the Committee w.e.f. 14th August, 2023.
Nomination and Remuneration Committee:
Pursuant to the Companies Act, 2013, the Company has constituted a
Nomination and Remuneration Committee. In accordance with the provisions of Section 178 of
the Companies Act, 2013 the Committee comprises 3 (three) Members with the majority of
Independent Directors. The members of the Nomination and Remuneration Committee possess
knowledge in determining qualifications, positive attributes and independence of Director
on the Board.
I. Composition of the Committee
The Composition of Nomination and Remuneration Committee as on the date
of the report is as follows:
S. No. Name of Member |
Designation |
1 Mr. Girdhari Lal Sharma |
Chairman |
DIN: 00136223 |
|
2 Mr. Dhiresh Bansilal Soni |
Member |
DIN: 08727145 |
|
3 Mr. Avinash Bajoria |
Member |
DIN: 01402573 |
|
II. Meetings held during the year and Members? Attendance
The Committee met once during the financial year 2023-24 on 14-08-2023.
The attendance of the members at the meeting is as under:-
Name of Member |
No. of Meetings entitled to attend |
No. of Meetings attended |
Dhiresh Bansilal Soni |
1 |
1 |
DIN: 08727145 |
|
|
Ms. Yuktika Pilania |
1 |
1 |
DIN: 08726477 |
|
|
Mr. Avinash Bajoria |
1 |
1 |
DIN: 01402573 |
|
|
Mr. Girdhari Lal Sharma |
NA |
NA |
DIN: 00136223 |
|
|
Note:
1. Mr. Girdhari Lal Sharma (DIN: 00136223) appointed as Chairman and
Member of Nomination and Remuneration Committee w.e.f. 14th August, 2023.
2. Ms. Yuktika Pilania (DIN: 08726477) ceased to be Director of the
Company and Member of the Committee w.e.f. 14th August, 2023.
3. Mr. Dhiresh Bansilal Soni (DIN: 08727145) re designated as Member of
the Committee w.e.f. 14th August, 2023.
Stakeholders Relationship Committee:-
The Stakeholders Relationship Committee is entrusted with the
responsibility of addressing the shareholders?/ investors? complaints. The
Company?s Stakeholders Relationship Committee comprises 3 (three) Members with
majority of Independent Directors.
I. Composition of the Committee
The Composition of Stakeholders Relationship Committee as on the date
of the report is as follows:
S. No. Name of Member |
Designation |
1 Mr. Dhiresh Bansilal Soni |
Chairman |
DIN: 08727145 |
|
2 Mr. Girdhari Lal Sharma |
Member |
DIN: 00136223 |
|
3 Mr. Avinash Bajoria |
Member |
DIN: 01402573 |
|
III. Meetings held during the year and Members? Attendance
During the Financial Year 2023-24, Four (4) meetings were held i.e. on
22-06-2023, 14-08-2023, 09-11-2023 and 09-02-2024. The necessary quorum was present in all
the meetings. The attendance details of the committee meetings are as follows:
Name of Member |
No. of Meetings entitled to attend |
No. of Meetings attended |
Mr. Girdhari Lal Sharma |
2 |
2 |
DIN: 00136223 |
|
|
Dhiresh Bansilal Soni |
4 |
4 |
DIN: 08727145 |
|
|
Ms. Yuktika Pilania |
2 |
2 |
DIN: 08726477 |
|
|
Mr. Avinash Bajoria |
4 |
4 |
DIN: 01402573 |
|
|
Note:
1. Mr. Dhiresh Bansilal Soni (DIN: 08727145) re designated as Chairman
and Member of Stakeholders Relationship Committee w.e.f. 14th August, 2023.
2. Ms. Yuktika Pilania (DIN: 08726477) ceased to be Director of the
Company and Chairman and Member of the Committee w.e.f. 14th August, 2023.
3. Mr. Girdhari Lal Sharma (DIN: 00136223) appointed as Member of the
Committee w.e.f. 14th August, 2023.
Note: During the year under review, no complaints were received from
the shareholders, therefore there was no investors? complaint pending as on 31st
March, 2024.
16. Board Meetings
During the financial year, the Board of Directors have met 6 (Six)
times and the gap between two consecutive meetings did not exceed 120 days. The necessary
quorum was present at all the Board Meetings. The directors? attendance at Board
Meetings and Annual General Meeting held during the year are given below:-
|
|
Attendance at the Board
Meeting held on |
|
Name of Director |
Attendance at 43rd AGM held on
27-09-2023 |
18-04-2023 |
22-06-2023 |
14-08-2023 |
09-11-2023 |
09-02-2024 |
30-03-2024 |
Mr. Avinash Bajoria |
|
|
|
|
|
|
|
Mrs. Preetanjali Bajoria |
|
|
|
|
|
|
|
Ms. Avanti Bajoria |
AB |
|
|
|
|
|
|
Mr. Dhiresh Bansi Lal Soni |
|
|
|
|
|
|
|
Ms. Yuktika Pilania |
NA |
|
|
|
NA |
NA |
NA |
Mr. Girdhari Lal Sharma |
|
NA |
NA |
NA |
|
|
|
17. Familiarization Programme for Independent Director
As part of Board discussions, presentation on performance of the
Company is made to the Board during its meeting(s). The Company has Familiarization
Programme for Independent Directors to familiarize them with regard to their roles,
rights, duties and responsibilities in the Company, along with industry, business
operations, business model, code of conduct and policies of the Company. The details of
such familiarization programmes for Independent Directors are posted on the website of the
Company at http://www.bajoriagroup.in/ViewPolicies.aspx.
18. Policy on Directors? Appointment and Remuneration
The Company has a well-de ned policy for selection, appointment and
remuneration of the Directors, Key Managerial Personnel and Senior Management. The main
objective of the said policy is to ensure that the level and composition of remuneration
is reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial
Personnel and Senior Management employees. In accordance with the provisions of section
178 of the Companies Act, 2013, the Company has Nomination and Remuneration Policy in
place for Directors, Key managerial Personnel (KMP) and Senior Management Employees. The
Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Senior
Management employees includes the criteria for determining qualifications, positive
attributes, independence of director and other matters as per section 178(3) of the
Companies Act. The web link of the policy is http://www.bajoriagroup.in/ViewPolicies.aspx
Further, the remuneration paid to the directors and KMPs is as per the terms laid out in
the Nomination and Remuneration Policy of the Company.
19. Performance Evaluation of Board, its Committees & Individual
Directors
In terms of requirements of Listing Regulations and provisions of
Companies Act, 2013, Nomination and Remuneration Committee of the Board of Directors of
the Company specified the manner for effective evaluation of performance of Board, its
Committees and Individual Directors. The Board has carried out an annual performance
evaluation of its own performance, the Directors individually (including Independent
Directors) and Board Committees as per the criteria defined in the Nomination and
Remuneration Policy and expressed its satisfaction on the same.
The said evaluation was carried out on the basis of questionnaire
prepared after considering various inputs received from the Directors, covering various
aspects revealing the efficiency of the Board?s functioning such as development of
suitable strategies and business plans, size, structure and expertise of the Board and
their efforts to learn about the Company and its business, obligations and governance.
Performance evaluation of Directors was carried out by Board and Nomination and
Remuneration Committee on parameters such as appropriateness of qualification, knowledge,
skills and experience, time devoted to Board, deliberations and participation level in
board functioning, extent of diversity in the knowledge and related industry expertise,
attendance and participations in the meetings and workings thereof and Initiative to
maintain high level of integrity and ethics and the same was apprised to the Board of
Directors. Independent Directors had carried out performance evaluation of Non-Independent
Directors in their separate meeting, the Board as a whole and performance evaluation of
Chairman was carried out, taking into account the views of Executive and Non-Executive
Directors. The performance of Committees were evaluated on parameters such as whether the
Committees of the Board are appropriately constituted, have appropriate number of meetings
held each year to accomplish all of its responsibilities, maintain the confidentiality of
its discussions and decisions, conduct self-evaluation at least annually, make periodical
reporting to the Board along with its suggestions and recommendations. Independent
Directors? performance evaluation was carried out on parameters such as whether the
Directors uphold ethical standards of integrity and probity, the ability of the directors
to exercise objective and independent judgment in the best interest of Company, the level
of confidentiality maintained, adherence to the applicable code of conduct for Independent
Directors and their role in bringing independent judgment during Board deliberations on
strategy, performance, risk management etc.
20. Auditor and Auditor?s Report a. Statutory Auditor
M/s Chopra Vimal & Co., Chartered Accountants, (Firm Registration
No. 006456C) were appointed as the Statutory Auditors of the Company at the 39th
Annual General Meeting of the Company held on 26th September, 2019 for a period
of 5(five) years with effect from the conclusion of the 39th Annual General
Meeting until the conclusion of 44th Annual General Meeting of the Company. M/s
Chopra Vimal & Co., Chartered Accountants, statutory auditors of the Company, have
submitted Auditors? Report on the financial statements of the Company for the
financial year ended 31st March, 2024 which forms part of Annual Report. The
Notes to the financial statements referred in the Auditors? Report are
self-explanatory.
Further, the Auditors have issued a qualified opinion on the Financial
Statements for the financial year ended on 31st March, 2024. 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:-
S. No. Auditor?s Qualified opinion |
Management Reply |
1. The interest payable u/s 16 of 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. |
2. Balances of trade payables, loans given, Interest
receivable on loans and Unsecured Loan Taken and Unsecured Loans taken are subject to
confirmation and consequent adjustments, if any. |
The company is in process of obtaining confirmation of trade
payable, loans given, interest receivable on loans and unsecured loans taken. |
3. The Company has recognised deferred tax assets amounting
to Rs. 533.79 Lakhs as on 31st March 2024, which includes deferred tax assets
on carried forward unused tax losses and other taxable temporary differences on the basis
of expected availability of future taxable profits for utilization of such deferred tax
assets. However, in view of the history of losses recorded by the Company and no
operational segment, we are unable to comment on any adjustments that may be required to
the carrying value of aforesaid net deferred tax assets as at 31st March 2024 |
The company is in process of appointment of a consultant for
setting up a new business and hopeful to set off deferred tax assets recognised in
financial statements against the future taxable income. |
The Board, on the recommendation of the Audit Committee, recommended
for the approval of members, the appointment of M/s S R Goyal & Co., Chartered
Accountants, (Firm Registration No. 001537C) as the Statutory Auditors of the company for
a term of five years from the conclusion of ensuing 44th AGM until the
conclusion of 49th Annual General Meeting. Further, M/s S R Goyal & Co.,
Chartered Accountants has confirmed their consent/willingness and eligibility under the
provisions of the Companies Act, 2013 read-with Rules made thereunder (the Act). They have
also confirmed that they meet the criteria for appointment as specified in Section 141 and
all other applicable provisions of the Companies Act, 2013. Further, the Company has also
received a copy of Peer Review Certificate as prescribed by the Institute of Chartered
Accountant of India from the said Auditors.
b. Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
M/s. MSV & Associates, Practicing Company Secretaries, Jaipur having Firm Registration
No. P2018RJ071900 were reappointed as Secretarial Auditors of the Company to conduct the
secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit
Report for the financial year 2023-24 is attached herewith as Annexure 4.
There has been no qualification, reservation, adverse remark or disclaimer given by the
Secretarial Auditors in their Report. Information referred to in the Secretarial
Auditors? Report are self-explanatory and do not call for any further comments. c.
Internal Auditor
Pursuant to the provisions of Section 138 of Companies Act, 2013 read
with rules made thereunder, the Board had appointed M/s. S.S. Surana & Co., Chartered
Accountants, Jaipur(FRN: 001079C) as Internal Auditors of the Company to conduct the
Internal Audit of the Company for the Financial Year 2023-24.
d. Cost records and Cost Audit
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable on
the company.
21. Particulars of Contracts or Arrangements made with related parties
All Related Party Transactions that were entered into during the
financial year were in the ordinary course of business and on arm?s length basis, in
the ordinary course of business, and were in compliance with the applicable provisions of
the Act and the SEBI (LODR) Regulations. There are no material significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons and their relatives which may have a potential conflict with the
interest of the Company at large. Particulars of contracts or arrangements with related
parties referred to under Section 188(1) of the Act are given in the respective note no.
39 to the financial statements of the Company. Form AOC-2 pursuant to Section 188(1) of
the Act, in the prescribed is annexed herewith as Annexure 5.
All related party transactions are placed before the Audit Committee
and the Board of Directors for their review and approval. Prior omnibus approval of the
Audit Committee is obtained on an annual basis for the transactions which are
planned/repetitive in nature and omnibus approvals are taken as per the policy laid down
for unforeseen transactions. Related party transactions entered into pursuant to the
omnibus approval so granted are placed before the Audit Committee for its review on a
quarterly basis, specifying the nature, value and terms and conditions of the
transactions. 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 at http://www.bajoriagroup.in/ViewPolicies.aspx
22. Reporting of frauds by auditors
During the year under review, the Statutory Auditors, Internal Auditors
and Secretarial Auditors have not reported any instances of frauds committed in the
Company by its officers or employees, to the Audit Committee under Section 143(12) of the
Act, details of which needs to be mentioned in this Report.
23. Prevention of Insider Trading
In compliance with the provisions of Securities Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (SEBI (PIT) Regulations?),
the Board has adopted a code of conduct to regulate, monitor and report trading by
Designated Persons to preserve the confidentiality of price sensitive information to
prevent misuse thereof and regulate trading by designated persons. It prohibits the
dealing in the Company?s shares by the promoters, promoter group, directors,
designated persons and their immediate relatives, and connected persons, while in
possession of unpublished price sensitive information in relation to the Company and
during the period(s) when the Trading Window to deal in the Company?s shares is
closed. Pursuant to the above, the Company has put in place adequate and effective system
of internal controls to ensure compliance with the requirements of the SEBI (PIT)
Regulations. The code is placed on the Company?s website. The Board of Directors have
also formulated a code of practices and procedures for fair disclosure of unpublished
price sensitive information containing policy for determination of legitimate
purposes? as a part of this Code, which is available on the Company?s website
and the web link for the same is: http://www.bajoriagroup.in/ViewPolicies.aspx
24. Vigil Mechanism /Whistle Blower Policy
The Company has established a Vigil Mechanism/Whistle Blower Policy
(Policy?) to deal with instances of fraud and mismanagement, if any. The policy
has a systematic mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of the Company?s code of conduct or
policy and it provides adequate safeguards against victimization. The same is placed on
the Company?s website and the web link for the same is:
http://www.bajoriagroup.in/ViewPolicies.aspx
During the year under review, the Company has not received any
complaint under this policy.
25. Annual Return
Pursuant to the provisions of Section 92(3) of the Act, read with
Companies (Management & Administration) Rules, 2014, the annual return in the
prescribed form is available on the website of the Company at
http://www.bajoriagroup.in/AnnualReport.aspx
26. Particulars of Employees
Information pertaining to remuneration and other details as required
under Section 197(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 to time has been given as Annexure 6, which forms a part of
this Report. Remuneration Paid to Managing Director during Financial Year 2023-24:
Name of the Director |
Salaries and Allowances (Rs.) |
Perquisites |
Company?s Contribution to PF |
Commission & Performance linked
incentives |
Sitting Fees |
Total (Rs.) |
Mr. Avinash Bajoria |
18,00,000 |
NIL |
NIL |
NIL |
NIL |
18,00,000 |
None of the Non-Executive Independent Directors had the pecuniary
relationship with the company except Mr. Girdhari Lal Sharma was paid sitting fees of Rs.
82,500/- during the year 2023-24 for attending board and committee meetings. The
non-executive Directors of the company are not paid any remuneration during the year
2023-24. The company enters into service contracts with all executive directors till the
duration of their tenure. The services of the Executive Directors may be terminated by
either party, giving the other party three months? notice or the company paying three
months? salary in lieu thereof. There is no separate provision for payment of
severance fees. The company does not have any stock option/Employees Stock Option Scheme.
27. Internal Control System and their adequacy
The internal control framework is designed to ensure proper
safeguarding of assets, maintaining proper accounting records and providing reliable
financial information and other data. This system is supplemented by internal audit,
reviews by the management, guidelines and procedures. 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. During the year under review,
S.S. Surana & Co (FRN: 001079C), were engaged as Internal Auditors of the Company.
Internal auditor evaluated the functioning and quality of internal controls and provided
assurance of its adequacy and effectiveness through periodic reporting. Internal audit was
carried out as per internal audit plan, which was reviewed by the Audit Committee of the
Company. The Company intends to undertake further measures as necessary in line with its
intent to adhere to the procedures, guidelines and regulations, as applicable, in
transparent manner. To maintain its objectivity and independence, auditor directly reports
to the Chairman of the Audit Committee of the Company. Further, the Statutory Auditors
have also, in compliance with the requirements of the Companies Act, 2013, issued an
opinion with respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls details of which
may be referred to in the Auditor?s Report attached to the Audited Financial
Statements of Financial Year 2023-24.
28. Risk Management
In compliance with the applicable provisions of Companies Act, 2013,
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, and control and mitigation measures. The Company?s
success as an organisation largely depends on its ability to identify such opportunities
and leverage them while mitigating the risks that arise while conducting its business. The
Audit Committee has also been delegated the responsibility for monitoring and reviewing
risk management, assessment and minimization procedures, developing, implementing and
monitoring the risk management plan and identifying, reviewing and mitigating all elements
of risks which the Company may be exposed to. The Board also reviews the risk management
assessment and minimization procedures.
The various elements of risk which the Board think, that may threaten
the existence of the Company are:-
a) Financial Risk: Financial risk generally arises due to instability
and losses in the financial market caused by movements in stock prices, currencies,
interest rates and more.
b) Liquidity Risk: It is the risk that the Company will be unable to
meet its financial commitment to a Bank/Financial Institution in any location, any
currency at any point in time. The risk stemming from the lack of marketability of an
investment that cannot be bought or sold quickly enough to prevent or minimize a loss.
c) Credit Risk: The risk of loss of principal or loss of a financial
reward stemming from a borrower's failure to repay a loan or otherwise meet a contractual
obligation.
d) Operational Risk: Operational risk is the risk that is not inherent
in financial, systematic or market-wide risk. It is the risk remaining after determining
financing and systematic risk, and includes risks resulting from breakdowns in internal
procedures, people and systems.
The Risk Management Policy laid down by the Board of the Company may be
accessed on the following web link: http://www.bajoriagroup.in/ViewPolicies.aspx
29. Statement on compliances of applicable Secretarial Standards
Your Directors states that they have devised proper systems and process
to ensure compliance with the provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India (ICSI?) and that such system are
adequate and operating effectively and the Company has complied with all applicable
Secretarial Standards during the year under review.
30. 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
Annexure-7 to this Board?s Report.
31. 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 company does not fall under the ambit as provided under
Section 135 of the Companies Act, 2013 read-with Rules made thereunder.
32. Material Changes and Commitments, affecting the financial position
of the company between the end of financial year and the date of this report
No material changes and commitments have occurred between the end of
the financial year 2023-24 and the date of this report which may affect the financial
position of the company.
33. Significant and Material Orders Passed by the Regulators or Courts
or Tribunals impacting the going concern status and company?s operations in future
There are no significant and material orders passed by the Regulators
or courts or tribunals which would impact the going concern status of the company and its
future operations.
34. Penalties imposed by Regulators, Courts and Tribunals.
During the Financial Year 2023-24, no penalty has been imposed on the
Company by any of the Regulators, Courts or Tribunal.
35. 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.
During the year under review the Company has reduced its Human Power as the Company has
closed its operations and to reduce the cost of the company there were no Contract labour
for manufacturing activity employed after 9th December, 2022 due to inoperative
manufacturing unit. Your Directors express their inability to retain the employees due to
the adverse and negative circumstances.
36. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Your Company is fully committed to uphold and maintain the dignity of
women working in the Company. The Company has adopted a policy on prevention, prohibition,
and redressal of sexual harassment at workplace as per the requirement of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and
Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are
covered under this policy. Further, it is hereby stated that the company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Workplace (Prevention, Prohibition and Redressal) Act, 2013 and have given
training to its employees. During the period under review, no complaint had been received
under the Act. The policy is available on the Company?s website on the following link
http://www.bajoriagroup.in/ViewPolicies.aspx
The following is a summary of sexual harassment complaints received and
disposed off during the year 2023-24: No. of Complaints received: NIL
No. of Complaints disposed off: NA
37. 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 electronic mode i.e. by e-mail. In line with the initiatives taken by MCA, RAJASTHAN
CYLINDERS AND CONTAINERS LIMITED proposes to send documents such as Notices of General
Meeting(s), other Notices, Annual Report and all other communications to its Shareholders
through electronic mode i.e. on the e-mail address provided by you. To support this green
initiative in full measure, We request members who have not registered their email address
with the Company to update and register their e-mail addresses with M/s Beetal Financial
& Computer Services Pvt. Ltd., at beetal@beetalfinancial.com, the Registrars &
Share Transfer Agent of the Company and members holding shares in demat mode are requested
to register their e-mail addresses with their respective Depository Participants (DPs) to
enable the Company to send communications including the Annual Report, Notices and other
documents electronically.
38. Environmental Stewardship
Environmental stewardship refers to responsible use and protection of
the natural environment through conservation and sustainable practices. To make the system
more environments friendly your company is taking care of and planting many trees/plants
of different species both fruit/non-fruit bearing plants in its factory premises.
39. Disclosures with respect to demat suspense account
There is no share in the demat suspense account of the Company as on
date of this report.
40. Directors? Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuring
compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the
Companies Act, 2013, in preparation of annual accounts for the financial year ended 31st
March, 2024 and state that: a) In the preparation of the Annual Accounts for the Financial
Year ended 31st March, 2024, the applicable accounting standards have been
followed with proper explanation relating to material departures. b) the Directors had
selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March 2024 and of profit and loss of the
Company for that period. c) 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. d) The Directors had prepared the annual
accounts for the financial year ended 31st March, 2024 on a going concern
basis. e) The Directors had laid down proper internal financial controls to be followed by
the company and that such internal financial controls are, adequate and are operating
effectively; and . f) That 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.
41. Other Disclosures
During the financial year under review:
I. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable. II. The
requirement to disclose the details of difference between amount of the valuation done at
the time of onetime settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof, is not applicable. III. Further, we
hereby confirm that no corporate action has been pending for implementation as at the end
of the financial year. IV. Other disclosures with respect to Board?s Report as
required under the Act, Rules notified thereunder and Listing Regulations are either NIL
or Not Applicable.
42. Disclosure of Agreements Binding on Company
The Company does not have any agreement(s) as specified in clause 5A of
para A of part A of schedule III of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 impacting management or control
of the Company or imposing any restriction or create any liability upon the Company.
43. Disclosure of Accounting Treatment
The Audited Financial Statements of the Company for Financial Year
2023-24 have been prepared in accordance with Indian Accounting Standards
(Ind-AS?) as prescribed under Section 133 of the Companies Act, 2013 read with
the rules made there under.
44. Acknowledgement
Your Directors acknowledge a deep sense of gratitude for the continued
support extended by Investors, Customers, Business Associates, Bankers and Vendors and
place on record its appreciation for the significant contribution made by the employees at
all levels through their hard work and dedication at all levels which has continued to be
Company?s major strength. We also take this opportunity to express our deep sense of
gratitude to all the Government, non-government agencies, Regulatory Authorities, Bankers
and Vendors for their continued support. We also express gratitude to shareholders for
their patronage, support and faith in the Company. The Board looks forward to their
continued support in future.