Directors Report of Rajasthan Cylinders & Containers Ltd.

Mar 31, 2024

Your Directors are pleased to present the 44^th 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
31s^t 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 31^st 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 31^st March, 2024 and there was no change in the nature of business of the Company
during the financial year ended 31^st 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 09^th 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 31^st 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 31^st 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.

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 CAPITAL:	SUBSCRIBED		PAID UP CAPITAL
Rs. 7,00,00,000 divided into	Rs. 3,36,15,950	divided	into	Rs. 3,36,15,950 divided	into
70,00,000 equity shares of	3 3,61,595 equity	shares	of	3,361,595 equity shares	of
Rs. 10/- each.	Rs. 10/- each.			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 14^th 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. 14^th August, 2023 for a term of five
years commencing from 14^th August, 2023 to 13^th 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 27^th 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. 1^st 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.baioriagroup.in/Conduct.aspx. Terms and Conditions for appointment of Independent
Directors available on the following web link: http://baioriagroup.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 31^st 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. 14^th August, 2023 and was further regularized as Independent
Director in the Annual General Meeting of the Company held on 27^th September, 2023.

Ms. Yuktika Pilania resigned as director of the company with effect from 14^th 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

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 DIN: 01402573	4	4

Note:

1. Mr. Girdhari Lal Sharma (DIN: 00136223) appointed as Chairman and Member of Audit Committee w.e.f.
14^th August, 2023.

2. Ms. Yuktika Pilania (DIN: 08726477) ceased to be Director of the Company and Member of the Committee
w.e.f. 14^th August, 2023.

3. Mr. Dhiresh Bansilal Soni (DIN: 08727145) re-designated as Member of the Committee w.e.f. 14^th 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.

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 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

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 DIN: 08727145	1	1
Ms. Yuktika Pilania DIN: 08726477	1	1
Mr. Avinash Bajoria DIN: 01402573	1	1
Mr. Girdhari Lal Sharma DIN: 00136223	NA	NA

Note:

1. Mr. Girdhari Lal Sharma (DIN: 00136223) appointed as Chairman and Member of Nomination and
Remuneration Committee w.e.f. 14^th August, 2023.

2. Ms. Yuktika Pilania (DIN: 08726477) ceased to be Director of the Company and Member of the Committee
w.e.f. 14^th August, 2023.

3. Mr. Dhiresh Bansilal Soni (DIN: 08727145) re designated as Member of the Committee w.e.f. 14^th 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 DIN: 01402573	Member

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 DIN: 00136223	2	2
Dhiresh Bansilal Soni DIN: 08727145	4	4
Ms. Yuktika Pilania DIN: 08726477	2	2
Mr. Avinash Bajoria DIN: 01402573	4	4

Note:

1. Mr. Dhiresh Bansilal Soni (DIN: 08727145) re designated as Chairman and Member of Stakeholders
Relationship Committee w.e.f. 14^th 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. 14^th August, 2023.

3. Mr. Girdhari Lal Sharma (DIN: 00136223) appointed as Member of the Committee w.e.f. 14^th August, 2023.

Note: During the year under review, no complaints were received from the shareholders, therefore there was
no investors'' complaint pending as on 31^st 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:-

Name of Director	Attendance at 43rd AGM held on 27-09-2023	Attendance at the Board Meeting held on
		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.baioriagroup.in/ViewPolicies.aspx.

18. Policy on Directors'' Appointment and Remuneration

The Company has a well-defined 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.baioriagroup.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 39^th Annual General Meeting of the Company held on
26^th September, 2019 for a period of 5(five) years with effect from the conclusion of the 39^th Annual General
Meeting until the conclusion of 44^th 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 31^st 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 31^st 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 44^th AGM until the conclusion of
49^th 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.baioriagroup.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.baioriagroup.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.baioriagroup.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.baioriagroup.in/AnnualReport.aspx

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.baioriagroup.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 9^th 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.baioriagroup.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 [e-mail]. 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 31^st March, 2024 and state that:

a) In the preparation of the Annual Accounts for the Financial Year ended 31^st 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 31^st 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 31^st 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.

For and on behalf of the Board of Directors

(Avinash Bajoria)
Chairman cum Managing Director
DIN:01402573

Address: 404, Nemi Sagar Colony,
Queens Road, Jaipur-302021

Place: Jaipur
Date: 29.05.2024

Registered Office:

SP-825, Road No.14,

VKI Area, Jaipur-302013.

CIN- L28101RJ1980PLC002140

---

Mar 31, 2015

Dear Members,

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

Financial Performance

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

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

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

Less: Depreciation (B) 88.62 55.43

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

Less : Adjustment for Income Tax 5.62 10.43

Less : Deferred Tax Liability (41.59) (4.69)

TOTAL (108.39) 0.97

Add : Surplus from Previous Year 1986.75 2,097.83

Less : Transfer to Depreciation & Amortisation 34.56 -

Add : Transfer from Revaluation Reserves 13.58 -

Less : Utilised for Issue of Bonus Shares - 112.05

Surplus carried forward 1857.38 1986.75

Performance and Prospects for the current year

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

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

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

Operations :

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

Dividend :

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

Change in Capital Structure

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

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

Board of DirectorsAnd Key Managerial Personnel

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

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

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

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

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

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

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

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

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

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

Re-appointment of Directors

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

Statutory Auditor

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

Secretarial Auditor

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

Director's Comment on Auditors Qualification in Auditors Report:

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

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

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

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

Corporate Governance

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

Management Discussion and Analysis Report

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

Listing of Equity Shares

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

Fixed Deposits

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

Committees of the Board

Currently there are three Board Committees, namely -

* Audit Committee

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

* Nomination And Remuneration Committee

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

* Shareholders/Investors Grievance Committee

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

Number of meetings of the Board

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

Declaration by Independent Directors

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

Policy on Directors' Appointment and Remuneration

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

Particulars of loans, guarantees or investments

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

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

Agribiotech Industries Ltd Associate 128.00 Loan

Goyal Complex Pvt Ltd Group Company 15.52 Loan

Okay Plus JKD BuildMart Other Body 25.00 Loan Pvt Ltd Corporate

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

Agribiotech Industries Ltd Business purpose

Goyal Complex Pvt Ltd Business purpose

Okay Plus JKD BuildMart Pvt Ltd Business purpose

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

Particulars of Contracts or Arrangements made with related parties

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

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

Directors' Responsibility Statement

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

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

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit of the Company for the year under review.

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

Subsidiaries, Associates & Joint Venture

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

* Agribiotech Industries Limited

* Shipra Towers Private Limited

* Beetle Tie - Up Private Limited

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

Board Evaluation

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

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

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

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

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

Vigil Mechanism /Whistle Blower Policy

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

Familiarisation Programme for Independent Directors

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

Particulars of Employees

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

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

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

Risk Management Policy

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

Internal Control System

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

Extract of Annual Return

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

Conservation of Energy, Technology Absorption and Foreign Expenditure

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

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

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

Human Resources:

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

Acknowledgements

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

For & on behalf of the Board of Directors

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