Rajasthan Cylinders & Containers Ltd Directors Report.

Dear Members,

Your Directors are pleased to present this Thirty Ninth Annual Report together with the audited annual accounts of the company for the financial year ended March 31, 2019.

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 2018-19 FY 2017-18 FY 2018-19 FY 2017-18
(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)
Surplus / (Loss) before Depreciation (A) (313.51) 41.39 (313.51) 41.39
Less: Depreciation (B) (64.37) (55.89) (64.37) (55.89)
Net Surplus/(Loss) from Operations (A-B) (377.88) (14.5) (377.88) (14.5)
Less : Adjustment for Income Tax - 7.07 - 7.07
Less : Deferred Tax Liability (119.75) 5.35 (119.75) 5.35
Loss after Tax (258.13) (26.92) (331.20) (159.67)
Other Equity 1887.54 2,177.14 2,278.83 2,642.08

2. Performance and Prospects for the current year

During the year 2018-19 the companys overall performance has suffered due to paucity of orders for cylinder and regulator from Oil Marketing Companies (OMCs). The inconsistent order from OMCs has increased the operational cost which has resulted into losses. The orders for regulators were also on lower side due to lower demand of cylinders from the OMCs. The parliament election has also affected flow of the orders from the OMCs in the later half of the financial year 2018-19. Due to higher input cost and also increase in the expenses, the company has recorded the loss of Rs.313.51 lakhs before depreciation and net loss of Rs.377.88 lakhs before tax

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 2,54,068 Nos. and 24,53,282 Nos. as compared to the production of 2,28,709Nos.and 34,78,481 Nos. respectively during the previous year. There was no production of regulators during this financial year. Gross Sales during the year was recorded as Rs. 5,359.12lacs as against Rs. 5,816.18lacsin 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 2018-19.

5. Transfer to Reserve

The entire net profit of the Company for FY 2018-19 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, 2019 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, 2013 and the Articles of Association of the company, Mrs. Preetanjali Bajoria retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends the re-appointment.

Mr. Avinash Bajoria, Managing Director of the company whose term expires on October 14, 2019, 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 15, 2019.

Mr. Pratap Kumar Mondal was appointed as an independent director at the 34thAnnual General Meeting held on September 30, 2014 for a period of 5 years. The Board of Directors based on the performance evaluation and as per the recommendation of Nomination and Remuneration Committee has recommended his re-appointment as an Independent Director of the company for the second term of five years on the expiry of his current term of office. The Board considers that, given his background, experience and contributions made by him during his tenure, the continued association of Mr. Pratap Kumar Mondal would be beneficial to the company.

During the year under review, the shareholders at the 38th Annual General Meeting of the company held on September 29, 2018 approved the following transactions :-

a. Re-appointment of Mrs. Preetanjali Bajoria (holding DIN : 01102192) as Whole Time Director of the company for the further period of 3 years w.e.f. October 1, 2018 whose office is liable to retire by rotation.

b. Regularisation of Mr. Rafat Ali (DIN : 08197811) and Mr. Amit Vashishatha (DIN : 07190917) as an Independent Director of the company for the period of 5 years i.e. upto August 13, 2023 whose office is not liable to retire by rotation.

Further, in the Board Meeting held on March 26, 2019, Mr. Raghunandan Jalan demitted office as an Independent Director due to some personal reasons w.e.f. March 26, 2019. The Board places on record its appreciation towards valuable contribution made by Mr.Raghunandan Jalan during his tenure as a Director of the company.

Appropriate resolutions for the appointment/ re-appointment of Directors are being placed before the members for approval at the ensuing Annual General Meeting.

Further, in the Board Meeting held on August 13, 2019 :-

a. Mr. Suresh Kumar Jain retired from the post of Chief Financial Officer (CFO) of the company with effect from closing of office hours on July 31, 2019. He also ceased as key managerial personnel of the company.

b. Mr. Ramawtar Sharma was appointed as Chief Financial Officer (CFO) and key managerial personnel of the company w.e.f. August 13, 2019.

Consequently, 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. Avinash Bajoria, Managing Director,2.Mrs.PreetanjaliBajoria, Whole Time Director, 3.Ms.Anisha Jain, Company Secretary, 4. Mr. Ramawtar Sharma, Chief Financial Officer (CFO)

8. Statutory Auditor

The companys Auditors, M/s S.S. Surana & Co., Chartered Accountants who were appointed with your approval at 34th Annual General Meeting for the period of 5 (five) years will complete their present term on the conclusion of ensuing 39th Annual General Meeting of the company.

The Board on the recommendation of the Audit Committee, recommended for the approval of members, the appointment of M/s Chopra Vimal & Co., Chartered Accountants as the Statutory Auditor of the company for the period of five years from the conclusion of ensuing 39th AGM till the conclusion of 44th AGM. Appropriate resolution seeking your approval to the appointment and remuneration of M/s Chopra Vimal& Co. as the Statutory Auditors is appearing in the Notice convening 39th AGM of the company.

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, 2019 is annexed herewith as Annexure VI to 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 loan given to M/S Ankur Drugs and Pharma Limited is good and recoverable as the Company has filed its claim with Official Liquidator.

The company has not provided the interest on delay payment to MSME as it has long standing relation with these suppliers and they agreed to waive the interest on delay payment in view of present economic and financial position of the company.

11. Corporate Governance

As per the provisions of Regulation 15(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the specified regulations of Corporate Governance was not applicable on the company during the financial year 2018-19. The declaration of non-applicability of corporate governance from Managing Director is annexed herewith as Annexure V.

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, 2019 are prepared in compliance with the applicable provisions of the Act, Indian 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.

16. Committees of the Board

Currently, the Board has three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

Audit Committee :

i) Composition of the Committee

Name of the Director Designation
Mr.Raghunandan Jalan* Chairman
Mr.Pratap Kumar Mondal Member
Mr.Amit Vashishatha Member

* Mr. Raghunandan Jalan, Independent Director of the company resigned from the Board of Directors of the company w.e.f. March 26, 2019 due to some personal reasons. Further, Mr.Rafat Ali, Director of the company has been appointed as new member of the Audit committee w.e.f. March 26, 2019. Hence, now the Committee comprises :-

Name of the Director Designation
Mr.Pratap Kumar Mondal Chairman
Mr.Amit Vashishatha Member
Mr.Rafat Ali Member

The Company Secretary acts as the Secretary to the Committee.

ii) Meetings of Audit Committee held during the year and Directors Attendance

Four meetings of Audit Committee were held during the year on 30.05.2018, 14.08.2018, 14.11.2018 and 14.02.2019 and the gap between two meetings did not exceed four months. The necessary quorum was present in all the meetings. The attendance details of the committee meetings are as follows:-

Name of Directors No. of Meetings held No. of Meetings attended
Mr. Pratap Kumar Mondal 4 4
Mr. Amit Vashishatha 4 2
Mr. Rafat Ali 4 2

Nomination And Remuneration Committee :

i) Composition of the Committee

Name of the Director Designation
Pratap Kumar Mondal Chairman
Raghunandan Jalan* Member
Amit Vashishatha Member

*Mr.Raghunandan Jalan, Independent Director of the company resigned from the Board of Directors of the company w.e.f. March 26, 2019 due to some personal reasons. Further, Mr. Rafat Ali, Independent Director has been appointed as a new member in the Nomination and Remuneration Committee w.e.f. March 26, 2019. Hence, the committee comprises of :-

Name of the Director Designation
Pratap Kumar Mondal Chairman
Rafat Ali Member
Amit Vashishatha Member

The Company Secretary shall act as a Secretary to the Committee.

ii) Meetings of Nomination and Remuneration Committee held during the year and Directors Attendance

During the year, one meeting of Nomination and Remuneration committee was held on 10.08.2018. The attendance details of the committee meeting are as following:-

Name of Directors No. of Meetings held No. of Meetings attended
Pratap Kumar Mondal 1 1
Rafat Ali 1 0
Amit Vashishatha 1 1

Stakeholders Relationship Committee:-

i) Composition of Committee :-

Name of the Director Designation
Pratap Kumar Mondal Chairman
Raghunandan Jalan* Member
Amit Vashishatha Member

* Mr.Raghunandan Jalan, Independent Director resigned from the Board of Directors of the company w.e.f. March 26, 2019 due to some personal reasons. Mr. Rafat Ali, Director of the company has been appointed as new member in the Stakeholders Relationship Committee w.e.f. March 26, 2019. Hence, the committee comprises of following :-

Name of the Director Designation
Pratap Kumar Mondal Chairman
Rafat Ali Member
Amit Vashishatha Member

ii) Meetings of Stakeholders Relationship Committee held during the year and Directors Attendance

During the year, five meetings of Stakeholders Relationship committee were held on 17.05.2018, 10.08.2018, 13.11.2018, 13.02.2019 and 30.03.2019. The attendance details of the committee meetings are as follows:-

Name of Directors No. of Meetings held No. of Meetings attended
Pratap Kumar Mondal 5 5
Amit Vashishatha 5 3
Rafat Ali 5 1

Ms. Anisha Jain, Company secretary of the company is the Compliance Officer of the company and also acts as the Secretary to the committee.

During the year under review, no complaints were received from the shareholders, therefore there was no investors complaint pending as on March 31, 2019.

17. Board Meetings

During the year ended March 31, 2019, five Board Meetings were held on 30.05.2018, 14.08.2018, 14.11.2018, 14.02.2019, 26.03.2019. The necessary quorum was present in all meetings.

None of the Directors on the Board holds Directorships in more than ten public companies. Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a Director.

The following table provides the attendance record at the Board Meeting, last Annual General Meeting ; number of Directorships, Memberships and Chairmanships in other public limited companies and directorship in other listed entities :

Name of the Director No. of Board Meetings held and attended during tenure(1) Attendance at last Annual General Meeting No. of Directorships in other Companies as on March 31, 2019 (excluding Rajasthan Cylinders And Containers Ltd) (2) Committee Memberships as on March 31, 2019(3) Directors hip in other listed entity (Categor y of Directors hip)
No. of Members hip in Committe es No. of Chairmanshi p in Committees
1 2 3 4 5
Mr.Avinash Bajoria P P P P P Present NIL NIL NIL NIL
Mr.Raghunandan Jalan* P P P P P Present NIL NIL NIL NIL
Mr .Pratap Kumar Mondal P P P P P Present 1 0 1 NIL
Beekayryat Limited (Indepen dent, Non- Executive)
Mrs .Preetanjali Bajoria P P P P P Present NIL NIL NIL Nil
Mr.Rafat Ali - - P P P Present NIL NIL NIL
Mr.Amit Vashishatha - - P P P Present NIL NIL NIL NIL

(1) P : Present ; A: Absent

(2) Excluding Private Limited Companies, Foreign Companies, Section 8 companies and Alternate Directorships.

(3) Includes only Audit and Shareholders Grievance Committee/Stakeholders Relationship Committee in other public limited companies.

* Mr. Raghunandan Jalan , Independent Director of the company resigned from the Board of Directors of the company w.e.f. March 26, 2019 due to some personal reasons.

• During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole. The familiarisation programme for independent directors can be accessed at the following web link :-www.bajoriagroup.in/PdfFile/Policies/FAMILIARISATION%20PROGRAMME%20FOR%20INDEPENDENT%20DIRECTORS.pdf

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

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

• Brief Resume of Directors seeking Appointment/Re-appointment at the ensuing Annual General Meeting.

a. Mr. Pratap Kumar Mondal

Mr. Pratap Kumar Mondal (DIN : 06730854) (Born on 05/01/1951) is non-executive and independent Director of our company. He is 68 years old. He is a commerce graduate. He was first inducted on November 21, 2013 in the Board of Directors of the company as an Additional Director. He possess wide experience of Manufacturing Industry. He is having active interest in rendering valuable advice in shaping the execution of strategies. Companies (other than Rajasthan Cylinders And Containers Ltd) Mr.Pratap Kumar Mondal holds the Directorship:

• Beekay Niryat Limited

• Swyambhu Constructions Pvt Ltd

• Rigmadirappa Investments Private Limited

• Rameshwar Properties Pvt Ltd

Membership / Chairmanship of Committees of other public companies : 1

No. of Shares held in the Company : 4250

No. of Board meetings attended in the company during the year : 5

b. Mr. Avinash Bajoria

Mr.Avinash Bajoria (DIN : 01402573) (Born on : 24/12/1970) aged 48 years is the Managing Director of the Company and commerce graduate by qualification. He was first inducted on 24.11.2006 in the Board of Directors of the company as an Additional Director. He possess rich experience of over 20 years in manufacturing, trading activities covering all functions of General Management as liason in public relation for the Bajoria Group of Industries. He is a businessman who has vast knowledge in financial and production activities and is serving his company with his great hard work and knowledge. Except Mrs.

Preetanjali Bajoria, wife of Mr. Avinash Bajoria, he is not related with any other Director, Key Managerial Personnel of the company. For details regarding the remuneration drawn by him, please refer to the Corporate Governance Report. Companies (other than Rajasthan Cylinders And Containers Ltd) in which Mr. Avinash Bajoria holds the Directorship

• Shipra Towers Private Limited

• Rameshwar Properties Pvt. Ltd.

• Mangalkamna Agency Private Limited

Membership/Chairmanship of Committees of other public limited companies : NIL

No. of Shares held in the company 423013

No. of Board Meetings attended in the company during the year - 5

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 as amended from time to time.

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 IV to the Directors Report.

20. Particulars of loans, guarantees or investments

Details of loans, guarantees and investments made during the financial year 2018-19 under Section 186 of Companies Act, 2013 are as follows :-

Name of Entity Relation Amount (Rs.) Particulars of loans, guarantees and investments Purpose for which the loans, guarantees and investments are proposed to be utilised
GaneshKripa Land Developers Pvt Ltd. Group Company 3,21,772 Loan Business purpose
Beekay Niryat Ltd. Group Company 78,92,626 Loan Business purpose
Protect Vanijya Pvt. Ltd. Group company 36,379 Loan Business purpose

21. 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. Further, the details of related party transactions are elaborated in Note No.36 to the financial statements. 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.

22. 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, 2019 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, 2019 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.

23. 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.

24. 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, 2019

• 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, 2019 was Rs. 210.97 lakhs as against Rs. 376.48 lakhs for the year ended March 31, 2018. The negative contribution of ABIL to the overall performance of the company during the period 2018-19 is Rs. 73.60 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, 2019 was Rs. (31,927) as against Rs. (80,116) for the year ended March 31, 2018. 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 Profit after tax for the year ended March 31, 2019 was Rs. 2,27,087 as against Loss of Rs. (15,111) for the year ended March 31, 2018. The contribution of BTPL to the overall performance of the company during the period 2018-19 is Rs. 0.53 lakhs.

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.

25. 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.

26. 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

27. 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.in and can be accessed by web linkwww.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.

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

In consonance with the provisions of Regulation 8 (Code of Fair Disclosure) of the SEBI (Prohibition of Insider Trading), Regulations, 2015 as amended vide SEBI circular SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, the Board of Directors in its meeting held on May 30, 2019 re-adopted the amended "Code of Practices and Procedures for fair disclosure of unpublished price sensitive information" effective from April 1, 2019.

29. 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.

30. 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.

31. 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.

32. 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.

33. 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 II to this Directors Report.

34. 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.

35. 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.

36. 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.

37. 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.

38. 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.

39. 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.

40. 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.

41. 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/-
(Avinash Bajoria) (Preetanjali Bajoria)
Managing Director Whole - Time Director
Date: 13.08.2019 DIN No. 01402573 DIN No. 01102192
Place: Jaipur