Rajasthan Cylinders & Containers Ltd Directors Report.

Dear Members,

Your Directors are pleased to present this Thirty EighthAnnual Report together with the audited annual accounts of the company for the financial year ended March 31, 2018.

1. Financial Performance

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

Particulars

Standalone

Consolidated

FY 2017-18

FY 2016-17

FY 2017-18 (Rs. In

FY 2016-17

(Rs. In Lacs)

(Rs. In Lacs)

Lacs)

(Rs. In Lacs)

Surplus /(Loss) before Depreciation (A)

41.39

168.32

41.39

168.32

Less: Depreciation (B)

(55.89)

45.77

(55.89)

45.77

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

(14.5)

122.55

(14.5)

122.55

Less : Adjustment for Income Tax

7.07

13.78

7.07

13.78

Less : Deferred Tax Liability

5.35

28.69

5.35

28.69

TOTAL

(26.92)

80.08

(26.92)

80.08

Other Equity

2,177.14

2,256.37

2,642.08

2,850..74

2. Performance and Prospects for the current year

Companys performance during the year 2017-18 was sub-due and its profit before depreciation and tax was lower to Rs. 41.39 lakhs as compare to Rs. 168.32 lakhs during previous year 2016-17. The main reasons for lower profit before depreciation and tax is due to under- utilization of capacity. Company supply the Cylinders to the Government owned Oil Marketing Companies (OMCS) i.e. IOCL, BPCL and HPCL on the basis of tendered floated by them. These OMCs determined the order quantitieson the basis of past supply. During the year 2017-18 these OMCs floated the tender for supply of 540 lakhs cylinder with deviation in the past practice and reserved the 40% quantity for Eastern region and balance 60% quantity allotted to the remaining three regions I.e. north, south and west. On the basis of this tender condition the OMCS allocated this 60% quantity to the manufacturers of these three regions based on their past supply. This has resulted into lower order from OMCs during the year 2017-18. During the year company was also expecting better flow of orders from OMC on account of the Central Governments PradhanMantriUjjwalaYojana (scheme) which aims to provide the free LPG connections to the women belonging to BPL (below poverty line) families in the country, but due to reservation of 40% supply from the eastern region company received less orders from OMCs. Another reason for lower production is that with the implementation of GST w.e.f. 01.07.2017 the Oil Marketing Companies (OMCs) took very long time in finalization of procedure for supply of cylinders and valves by the manufacturer to their various filling stations in India. This has not only affected the pending supplies against the orders received prior to implementation of GST but it causes the delay in release of fresh orders for supply of cylinders and valves by OMCs. The OMCs / Government have now withdrawn this supply restriction in the tender and placing the orders as per the earlier procedure. Company expect that the order position in current Financial Year i.e. 2018-19 will improve. In case of Valve the Company is operating at optimum level.However due to lower orders of the Cylinders to the units located in north and west regions the demand of the Valve was also lower from secondary market. Due to political conditions the flow of orders for valves from Nepal also dried up during the year During the year company has not manufactured any Regulator due to non-viability. However, it has option to manufacture in future once the demand for same improve and company get the better price realization.

3. Operations:

Production and Sales: During the year the production of Cylinders and Valves were 2,28,709 Nos. and 34,78,481 Nos. as compared to the production of 3,99,541Nos..and49,99,261Nos..respectively during the previous year. There was no production of regulators during this financialyear.Gross Sales during the year was recorded as Rs. 5,816.18 lacs as against Rs. 8,625.77 lacsin the previous year.

4. 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 2017-18.

5. Transfer to Reserve

The entire net profit of the Company for FY 2017- 18 is retained as surplus. The Company has not proposed to transfer any amount to any reserve.

6. Share Capital

The paid up equity share capital of the company as on March 31, 2018 was Rs. 3,36,15,950/- .During the year under review, the authorised and paid up share capital of the Company remain unchanged. The Company has not issued shares with differential voting rights neither granted stock options nor sweat equity shares during the year.

7. Board of Directors&Key Managerial Personnel

In accordance with the provisions of Companies Act, 2013including amendments, if any, and the Articles of Association of the Company, Mrs.PreetanjaliBajoria, Whole Time Director of the company whose term expires on September 30, 2018, is proposed to be re-appointed on the Board of Directors of the company for the further period of 3 years w.e.f. October 01, 2018. Further, Mrs. PreetanjaliBajoria is liable to retire by rotation. During the year under review, the shareholders at the 37th Annual General Meeting of the company held on September 29, 2017 approved the regularization of Mr. Ravi Modi (DIN:-07902162) as an Independent Director of the company for the period of five years i.e. upto August 09, 2022. Further, in the Board Meeting held on May 30, 2018, Mr. Ravi Modi resigned from the Board of Directors of the company w.e.f. May 28, 2018 due to some personal reasons. During the year, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Articles of Association of the company, Mr. Rafat Ali and Mr.AmitVashishathawere appointed as Additional Directors of the company w.e.f. August 14, 2018 under the category of Non-Executive Independent Director and they will hold office upto the date of 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. Rafat Aliand Mr.AmitVashishathaas Independent Directors of the company for five consecutive years with effect from August 14, 2018 to August 13, 2023, not liable to retire by rotation. The declaration has been received by Mr. Rafat Aliand Mr.AmitVashishathathat they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013. In the opinion of the Board, Mr. Rafat Aliand Mr.AmitVashishathafulfil the conditions specified in the Companies Act, 2013 and rules made thereunderfor their appointment as Independent Directors of the company and are independent of the management.

The company has received notices under Section 160 of Companies Act, 2013 proposing the appointment of Mr. Rafat Ali and Mr.AmitVashishatha. 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. During the year under review, there is no change in the Key Managerial Personnel of the company. The following persons act as the Key Managerial Personnel of the company pursuant to Section 2(51) and Section 203 of the Act, read with rules framed there under :- 1. Mr.AvinashBajoria, Managing Director,2.Mrs.PreetanjaliBajoria, Whole Time Director, 3.Ms.Anisha Jain, Company Secretary, 4. Mr. Suresh Kumar Jain, Chief Financial Officer

8. Statutory Auditor

M/s S.S. Surana& Co., Chartered Accountants, were appointed as Statutory Auditors of your Company at the 34thAnnual General Meeting to hold office till the conclusion of 40th Annual General Meeting to be held in the year 2020. Further as per the provisions of Section 40 of Companies (Amendment) Act, 2017, proviso of Section 139 (1) of Companies Act, 2013 which states that the appointment of Statutory Auditors of the company shall be placed for ratification by the members at every Annual General Meeting have been omitted w.e.f. May 7, 2018. Accordingly, the ordinary resolution for ratification of appointment of statutory auditor has not been proposed in the ensuing Annual General Meeting of the company. However, the Company has received aneligible certificate from the auditors in accordance with the provisions of Section 141 of the Companies Act, 2013 for the financial year 2018-19.

9. Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Mayur Sanghi , a Practising company Secretary to undertake the Secretarial Audit of the company. The report of the Secretarial Audit in Form MR 3 for the financial year ended March 31, 2018 is annexed herewith as Annexure VIto this Directors report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

10. Directors Comment on Auditors Qualification in Auditors Report

The observations in the Auditors report have been dealt with by making relevant notes in the Accounts and following comments /clarifications are given below:- In the opinion of management, the loans given to M/S Ankur Drugs and Pharma Limited is good and recoverable as the Company has filed its claim with Official Liquidator.

11. 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 SEBI Listing Regulations, 2015 forms an integral part of this Annual Report. Further, as required by Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors certificate on corporate governance is enclosed as Annexure V to this Directors Report.

12. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

13. Listing of Equity Shares

The equity shares of the company are listed with BSE Ltd. The requisite annual listing fee has been paid to the Stock Exchanges.

14. Fixed Deposits

Your company has not accepted any deposits from the public in the year under review. Therefore, it is not required to furnish information in respect of outstanding deposits under Non-banking, Non financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

15. Consolidated Financial Statements

The consolidated financial statements of the company for the financial year ended March 31, 2018 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of the company, its associate companies, as approved by their respective Board of Directors. Further, In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 01, 2017. These financial statements comprising of Balance Sheet, Statement of Profit and Loss (including Other Comprehensive Income), Statement of Cash Flows and Statement of Changes in Equity for the year ended March 31, 2018 have been prepared in accordance with Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

16. Committees of the Board

Currently there are three Board Committees, namely

Audit Committee :-

The Audit Committee comprises Mr.RaghunandanJalan (Chairman) and Mr.Pratap Kumar Mondal (Member)as other member. 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) and Mr.RaghunandanJalan (Member)as other member.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Mr.Pratap Kumar Mondal (Chairman) and Mr.RaghunandanJalan (Member) as other member.

17. Number of meetings of the Board

The Board met seven times during the financial year 2017-18, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended from time to time.

18. Declaration by Independent Directors

The company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that he/she meets the criterion of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. 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, as required under sub section (3) of Section 178 of Companies Act, 2013 is available on our website www.bajoriagroup.inand further pursuant to Section 178 (4)(c) of Companies (Amendment) Act, 2017, salient features of the said policy is annexed as Annexure IVto the Directors Report.

20. 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 number 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.

21. Particulars of loans, guarantees or investments

Details of loans, guarantees and investments made during the financial year 2017-18 under Section 186 of Companies Act, 2013 are as follows :-

Name of Entity Relation

Amount

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

(Rs.)

GaneshKripa Land Developers Pvt Ltd. Group Company

20,00,000

Loan Business purpose
Protect VanijyaPvt. Ltd. Group Company

30,00,000

Loan Business Purpose
Beetle tie up Pvt. Ltd. Associate

2,00,000

Investment in Equity Business purpose

22. 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 Companys website www.bajoriagroup.in.

23. Directors Responsibility Statement

Pursuant to the requirements under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, your Directors hereby confirmed that: (i) In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2018 the applicable accounting standards have been followed with proper explanation relating to material departures. (ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit of the Company for the year under review. (iii) 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. (iv) The Directors have prepared the accounts for the financial year ended 31st March, 2018 on a going concern basis. (v) The Directors have laid down internal financial controls, which are adequate and are operating effectively. (vi) 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.

24. Details of frauds reports by auditors

As specified under Section 143 (12) of Companies (Amendment) Act, 2017 including any statutory amendments or modifications, if any, the auditor of the company has not reported any fraud in the course of the performance of his duties as auditor.

25. Subsidiaries, Associates & Joint Venture

The company does not have any subsidiary or joint venture companies. However, the company have Three (3) Associate Companies as on March 31, 2018 Agribiotech Industries Limited (ABIL):- The Company holds 34.89% of Equity Shares of Agribiotech Industries Limited. The Loss after tax for the year ended March 31, 2018 was Rs. 376.48 lakhs as against Rs. 48.30 lakhs for the year ended March 31, 2017. The negative contribution of ABIL to the overall performance of the company during the period 2017-18 is Rs. 131.35 lakhs Shipra Towers Private Limited (STPL):- The Company holds 49.80 % of Equity Shares of Shipra Towers Private Limited. The Loss after tax for the year ended March 31, 2018 was Rs. 0.80 lakhs as against Rs. 3.05 lakhs for the year ended March 31, 2017. The contribution of STPL to the overall performance of the company during the period 2017-18 is Rs. NIL. Beetle Tie Up Private Limited (BTPL):- The Company holds 23.3% of Equity Shares of Beetle Tie-Up Private Limited. The Loss t after tax for the year ended March 31, 2018 was Rs.0. 15 lakhs as against Profit of Rs.0.29 lakhs for the year ended March 31, 2017. The negative contribution of BTPL to the overall performance of the company during the period 2017-18 is Rs. 1.41lakhs. In accordance with Section 129 (3) of the Act, the consolidated financial statements of the company which forms part of this Annual Report have been prepared. Further, a statement containing the salient features of the financial statements of each of our associate company in the prescribed format AOC-1 is appended as Annexure I to the Boards report.

26. Board Evaluation:-

Regulation 4 and 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 director. 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 independent 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.

27. 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 Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, 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 companys code of conduct or ethics policy. The Whistle Blower shall also have right to 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 Companys website at the link:www.bajoriagroup.in/PdfFile/Policies/Whistle%20Blower%20Policy.pdf

28. Familiarisation Programme for Independent Directors

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, 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 as and when required. The same is available on the website of the companywww.bajoriagroup.inand can be accessed by web link www.bajoriagroup.in/PdfFile/Policies/FAMILIARISATION%20PROGRAMME%20FOR%20INDEPENDENT%20DIRECTORS.pdf.Further, at the time of appointment of Independent Director, the company issues a formal letter of appointment outlining his/her duties etc.

29. SEBI (Prohibition of Insider Trading) Regulations, 2015

In consonance with the provisions of Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct) of the SEBI (Prohibition of Insider Trading), Regulations, 2015, the "Code of Practices and Procedures for fair disclosure of unpublished price sensitive information" and "Code of conduct for regulating, monitoring and reporting of trading by insiders" are in its place.

30. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any amendment thereof is enclosed as Annexure III to the Directors Report. The company currently does not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

31. Risk Management Policy

In compliance with the applicable provisions of Companies Act, 2013 and Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed and adopted the Risk Management Policy of the company in order to ensure that the Companys 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.

32. Internal Control System

The Company has adequate internal control system to safeguard the companys 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.

33. Extract of Annual Return

In accordance with Section 134 (3) (a) of Companies Act, 2013,the annual return of the company as referred in Section 92 (3) has been placed on the website of the company i.e. www. bajoriagroup.in.

34. 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 AnnexureII to this Directors Report.

35. 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.

36. 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 after the close of the year till the date of this report, which affect the financial position of the company.

37. Significant and Material Orders Passed by the Regulators or Courts

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

38. 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.

39. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has in place an Anti -Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention &Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainee) are covered under the policy. During the year under review, no complaints were received falling under the category of Sexual Harassment of Women. The company has complied with provisions relating to the constitution of Internal Complaints Committee as required under the said act.

40. Green Initiative for Paperless Communication

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in Corporate Governance" by allowing paperless compliances by the companies and has issued circular stating that service of notice/documents including Annual Report can be sent by e-mail to its members. The move of the Ministry allows public at large to contribute to the green movement. Keeping in view the underlying theme, the company will continue to send various communications and documents like, notice calling general meetings, audited financial statements, directorsreport, auditors report etc. in electronic form, to the email address provided by the members to the Depositories or to the company. To support this green initiative in full measure, members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form are requested to fill in the Registration form which can be obtained from Companys Registrar Beetal Financial & Computer Services Pvt. Ltd.

41. Maintenance of Cost Records :-

As per the provisions of Section 148 (1) of Companies Act, 2013, the Central Government has prescribed maintenance of the cost records in respect to the companys products. Hence, in compliance of the said provisions, the company has made and maintained the cost accounts and records of the company.

42. 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 has planted and taking care of at least 3000 trees/plants of different species both fruit/non-fruit bearing plants planted in its factory premises.

Acknowledgements

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

For & on behalf of the Board of Directors

Sd/- Sd/- (AvinashBajoria) (PreetanjaliBajoria) Managing Director Whole - Time Director DIN No. 01402573 DIN No. 01102192

Date: 14.08.2018 Place: Jaipur