Your Directors are pleased to present the 44th Annual Report on the business, operations and affairs of theCompany together with the Audited Financial Statements of the company for the financial year ended31st March, 2024.
The audited financial statements prepared by the Company, in accordance with the Indian AccountingStandards [Ind AS], are provided in the Annual Report of the Company. The highlights of financial performanceof the Company for the financial year ended 31st March 2024 are as under:
Particulars
FY 2023-24
FY 2022-23
(Rs. in Lakhs)
Revenue from operations
0.00
931.51
Other Income
100.46
470.17
Total Income
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
Profit / (Loss) After Exceptional items
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)
Tax Expenses of discontinued operations
2.48
Profit / (Loss) After Tax from Discontinued operations
(64.62)
Profit/(Loss) for the Year
(137.08)
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 orassociate company as on 31st March, 2024 and there was no change in the nature of business of the Companyduring the financial year ended 31st March 2024.
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 financialperformance has drastically been impacted due to certain factors viz pandemic crisis and oil company'sunsupportive policies. This resulted in low production and Company have incurred heavy losses. To come overthis situation, and to mitigate the working capital requirement, Board of Directors of the Company had decidedto 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 dueto various macro-economic factors as mentioned above. Apart from that the high cost of raw material and itssupplies and the high Interest Cost were also the factors which lead reduction in borrowing powers of theCompany and Banks had reduced the working capital exposure of the Company due to downward performanceof the Company. Considering all the above factors and challenges which were beyond the control of Companydespite several attempts to turn it around, the management had decided not to incur continued operationallosses and decided to close its manufacturing operations at its unit located at SP - 825, Road No. 14, V K I Area,Jaipur -302013.
The Company's manufacturing unit has been closed with effect from 09th December, 2022. The Plant andMachinery 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 andMachinery 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 theprevious FY 2022-23. The loss before tax for the FY 2023-24 is Rs. -69.68 Lakhs as against loss of Rs. -146.80Lakhs in the previous FY 2022-23. The loss after tax for continued operations is Rs. -72.46 Lakhs for theFY 2023-24 as against Profit of Rs 30.92 Lakhs in the previous FY 2022-23. The loss after tax for discontinuedoperations is Rs. -64.62 Lakhs for the FY 2023-24. The combined loss after tax for continued and discontinuedoperations is Rs. -137.08 Lakhs for the FY 2023-24.
Production and Sales: During the period under review, the Company did not carry on any production activitiescompared 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 maycast significant doubt on the Company's ability to continue as a going concern. However, The Company is inprocess to appoint a consultant for setting up a new business / project, hence, the financial statements for theyear ended 31st March, 2024 have been prepared on going concern basis.
The Board of Directors of the Company have decided not to recommend any dividend for the financial year2023-24.
The Company has not transferred any amount to reserves for the financial year 2023-24.
During the year under review, your Company has not accepted any deposit within the meaning ofSection 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.There are no outstanding deposits as on 31st March, 2024.
No Credit rating was obtained during the financial year 2023-24.
The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, aregiven in the respective notes to the standalone financial statements of the Company.
During the year under review, the Company did not have any holding / Subsidiary / Joint Venture / AssociateCompany, Accordingly Form AOC-1 is not applicable.
The equity shares of the Company are listed on BSE Limited having ISIN: INE929D01016 and the Annual ListingFee 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 ANDCAPITAL:
SUBSCRIBED
PAID UP CAPITAL
Rs. 7,00,00,000 divided into
Rs. 3,36,15,950
divided
into
Rs. 3,36,15,950 divided
70,00,000 equity shares of
3 3,61,595 equity
shares
of
3,361,595 equity shares
Rs. 10/- each.
Pursuant to the provisions of Regulation 15 (2) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015, compliance with the provisions of Regulation17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) ofregulation 46 and para C , D and E of Schedule V of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 (Listing Regulations) were not applicable on the companyduring the financial year 2023-24. Consequently, the Compliance Report on Corporate Governance as stipulatedunder Schedule V of the Listing Regulations does not form part of the Annual Report for the Financial Year2023-24. The declaration of non-applicability of corporate governance provisions from Chairman cumManaging Director is annexed herewith as "Annexure 2”.
The Management Discussion and Analysis Report on the operations of the Company as required under SEBIListing Regulations is provided in a separate section and forms an integral part of this Report as "Annexure-3”.
During the year under review, Ms. Yuktika Pilania has tendered her resignation as Non-Executive IndependentDirector of the Company with effect from 14th August, 2023 due to her pre-occupation as cited in her notice ofresignation. The Board placed on record its appreciation for her invaluable contribution and guidance to theCompany during her tenure as a board member.
Further, upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors ofthe company had appointed Mr. Girdhari Lal Sharma (DIN: 00136223) as an Additional Director in the categoryof Non-Executive Independent Director on the Board of the Company w.e.f. 14th August, 2023 for a term of fiveyears commencing from 14th August, 2023 to 13th August, 2028, whose office shall not be liable to retire byrotation. This appointment was subsequently approved/regularized by the shareholders at Annual GeneralMeeting of the Company held on 27th September, 2023.
Pursuant to section 152 of the Companies Act, 2013 and the Articles of Association of the Company,Mrs. Preetanjali Bajoria (DIN: 01102192), Whole Time Director of the Company is liable to retire by rotation atensuing Annual General Meeting, and being eligible, offers herself for re-appointment.
Further, upon recommendation of Nomination and Remuneration Committee, the Board have appointedMrs. Preetanjali Bajoria (DIN: 01102192) as whole-time director of the Company for a further period of 3 yearsw.e.f. 1st October, 2024 subject to the approval of shareholders of the Company at ensuing Annual GeneralMeeting 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 theCompany.
The Company has received the confirmation that Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV of the Companies Act, 2013 and the declarations from all theIndependent Directors of the Company confirming that they meet the criteria of independence as prescribedunder Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015. The Board is of the opinion that Independent Directors of theCompany fulfil the conditions of independence specified in the Act and the SEBI (LODR) Regulations and thatthey are independent of the management. Code of Conduct of Independent Directors available on the followingweb link: http://www.baioriagroup.in/Conduct.aspx. Terms and Conditions for appointment of IndependentDirectors 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 IndependentDirectors) Rules, 2019 and sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules, 2014, the name of Independent Directors are included in the Databank maintained underIndian 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 thattook place during the period under review were carried out in compliance with the provisions of the Act andListing Regulations.
Following is the composition of the Board of Directors of the Company as on 31st March, 2024:-
Name of Director
Category
Mr. Avinash Bajoria [DIN: 01402573]
Chairman cum Managing Director
Mrs. Preetanjali Bajoria [DIN: 01102192]
Whole-time Director
Ms. Avanti Bajoria [DIN: 08778699]
Non-Executive Non Independent Director
Mr. Dhiresh Bansilal Soni [DIN: 08727145]
Non-Executive Independent Director
Mr. Girdhari Lal Sharma [DIN: 00136223]*
Non-Executive-Independent Director
* Mr. Girdhari Lal Sharma appointed as an Additional Director in the category of Non-Executive IndependentDirector on the Board of the Company w.e.f. 14th August, 2023 and was further regularized as IndependentDirector in the Annual General Meeting of the Company held on 27th September, 2023.
Ms. Yuktika Pilania resigned as director of the company with effect from 14th August, 2023.
? Key Managerial Personnel (KMP)
The Company duly complies with the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Following are the KeyManagerial Personnel (KMP's) in the company:-
Name of Key Managerial Personnel (KMP)
Mr. Ram Awtar Sharma
Chief Financial Officer
Ms. Neha Dusad
Company Secretary
The Board Committees play a crucial role in the governance structure of the Company and have beenconstituted to deal with specific areas/activities as mandated by applicable regulations. During the year underreview the Company has following three Committees:¬> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders Relationship Committee
Pursuant to the Companies Act, 2013, the Company has constituted an Audit Committee. The Company's AuditCommittee comprises 3 (three) Members with majority of Independent Directors. The member of the AuditCommittee 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 SharmaDIN: 00136223
Chairman
2
Mr. Dhiresh Bansilal SoniDIN: 08727145
Member
3
Mr. Avinash BajoriaDIN:01402573
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 consecutivemeetings of the Audit Committee. The necessary quorum was present in all the meetings. The attendancedetails of the committee meetings are as follows:
No. of Meetings entitled to attend
No. of Meetings attended
Mr. Girdhari Lal Sharma
DIN: 00136223
Dhiresh Bansilal Soni
4
DIN:08727145
Ms. Yuktika Pilania
DIN: 08726477
Mr. Avinash BajoriaDIN: 01402573
Note:
1. Mr. Girdhari Lal Sharma (DIN: 00136223) appointed as Chairman and Member of Audit Committee w.e.f.14th August, 2023.
2. Ms. Yuktika Pilania (DIN: 08726477) ceased to be Director of the Company and Member of the Committeew.e.f. 14th August, 2023.
3. Mr. Dhiresh Bansilal Soni (DIN: 08727145) re-designated as Member of the Committee w.e.f. 14th August,2023.
Nomination and Remuneration Committee:
Pursuant to the Companies Act, 2013, the Company has constituted a Nomination and RemunerationCommittee. In accordance with the provisions of Section 178 of the Companies Act, 2013 the Committeecomprises 3 (three) Members with the majority of Independent Directors. The members of the Nomination andRemuneration Committee possess knowledge in determining qualifications, positive attributes andindependence of Director on the Board.
The Composition of Nomination and Remuneration Committee as on the date of the report is asfollows:
Name of 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 atthe meeting is as under:-
Dhiresh Bansilal SoniDIN: 08727145
Ms. Yuktika PilaniaDIN: 08726477
NA
1. Mr. Girdhari Lal Sharma (DIN: 00136223) appointed as Chairman and Member of Nomination andRemuneration Committee w.e.f. 14th August, 2023.
3. Mr. Dhiresh Bansilal Soni (DIN: 08727145) re designated as Member of the Committee w.e.f. 14th August,2023.
Stakeholders Relationship Committee:-
The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders'/investors' complaints. The Company's Stakeholders Relationship Committee comprises 3 (three) Members withmajority of Independent Directors.
I. Composition of the Committee
The Composition of Stakeholders Relationship Committee as on the date of the report is as follows:
Mr. Dhiresh Bansilal Soni
DIN: 08727145
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 ofthe committee meetings are as follows:
1. Mr. Dhiresh Bansilal Soni (DIN: 08727145) re designated as Chairman and Member of StakeholdersRelationship Committee w.e.f. 14th August, 2023.
2. Ms. Yuktika Pilania (DIN: 08726477) ceased to be Director of the Company and Chairman and Member of theCommittee w.e.f. 14th August, 2023.
3. Mr. Girdhari Lal Sharma (DIN: 00136223) appointed as Member of the Committee w.e.f. 14th August, 2023.
Note: During the year under review, no complaints were received from the shareholders, therefore there wasno investors' complaint pending as on 31st March, 2024.
During the financial year, the Board of Directors have met 6 (Six) times and the gap between two consecutivemeetings 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 ofDirector
Attendance at43rd AGM heldon 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. AvinashBajoria
?
Mrs.
Preetanjali
Bajoria
Ms. AvantiBajoria
AB
Mr. DhireshBansi LalSoni
Ms. YuktikaPilania
Mr. GirdhariLal Sharma
As part of Board discussions, presentation on performance of the Company is made to the Board during itsmeeting(s). The Company has Familiarization Programme for Independent Directors to familiarize them withregard to their roles, rights, duties and responsibilities in the Company, along with industry, businessoperations, business model, code of conduct and policies of the Company. The details of such familiarizationprogrammes for Independent Directors are posted on the website of the Company athttp://www.baioriagroup.in/ViewPolicies.aspx.
The Company has a well-defined policy for selection, appointment and remuneration of the Directors, KeyManagerial Personnel and Senior Management. The main objective of the said policy is to ensure that the leveland composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KeyManagerial Personnel and Senior Management employees.
In accordance with the provisions of section 178 of the Companies Act, 2013, the Company has Nomination andRemuneration Policy in place for Directors, Key managerial Personnel (KMP) and Senior ManagementEmployees. The Nomination and Remuneration Policy of Directors, Key Managerial Personnel and SeniorManagement employees includes the criteria for determining qualifications, positive attributes, independenceof director and other matters as per section 178(3) of the Companies Act. The web link of the policy ishttp://www.baioriagroup.in/ViewPolicies.aspx
Further, the remuneration paid to the directors and KMPs is as per the terms laid out in the Nomination andRemuneration Policy of the Company.
In terms of requirements of Listing Regulations and provisions of Companies Act, 2013, Nomination andRemuneration Committee of the Board of Directors of the Company specified the manner for effectiveevaluation of performance of Board, its Committees and Individual Directors. The Board has carried out anannual performance evaluation of its own performance, the Directors individually (including IndependentDirectors) and Board Committees as per the criteria defined in the Nomination and Remuneration Policy andexpressed its satisfaction on the same.
The said evaluation was carried out on the basis of questionnaire prepared after considering various inputsreceived from the Directors, covering various aspects revealing the efficiency of the Board's functioning such asdevelopment of suitable strategies and business plans, size, structure and expertise of the Board and theirefforts to learn about the Company and its business, obligations and governance.
Performance evaluation of Directors was carried out by Board and Nomination and Remuneration Committeeon parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted toBoard, deliberations and participation level in board functioning, extent of diversity in the knowledge andrelated industry expertise, attendance and participations in the meetings and workings thereof and Initiative tomaintain high level of integrity and ethics and the same was apprised to the Board of Directors.
Independent Directors had carried out performance evaluation of Non-Independent Directors in their separatemeeting, the Board as a whole and performance evaluation of Chairman was carried out, taking into account theviews of Executive and Non-Executive Directors.
The performance of Committees were evaluated on parameters such as whether the Committees of the Boardare appropriately constituted, have appropriate number of meetings held each year to accomplish all of itsresponsibilities, maintain the confidentiality of its discussions and decisions, conduct self-evaluation at leastannually, 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 Directorsuphold ethical standards of integrity and probity, the ability of the directors to exercise objective andindependent judgment in the best interest of Company, the level of confidentiality maintained, adherence to theapplicable code of conduct for Independent Directors and their role in bringing independent judgment duringBoard deliberations on strategy, performance, risk management etc.
a. Statutory Auditor
M/s Chopra Vimal & Co., Chartered Accountants, (Firm Registration No. 006456C) were appointed as theStatutory Auditors of the Company at the 39th Annual General Meeting of the Company held on26th September, 2019 for a period of 5(five) years with effect from the conclusion of the 39th Annual GeneralMeeting until the conclusion of 44th Annual General Meeting of the Company.
M/s Chopra Vimal & Co., Chartered Accountants, statutory auditors of the Company, have submitted Auditors'Report on the financial statements of the Company for the financial year ended 31st March, 2024 which formspart 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 endedon 31st March, 2024. The observations in the Auditor's report have been dealt with by making relevant notes inthe Accounts and following comments /clarifications are given below:-
Auditor's Qualified opinion
Management Reply
1.
The interest payable u/s 16 of MSMED Act, 2006 andother disclosures of trade payable to micro enterprisesand small enterprises has not been ascertained and notprovided for.
Payment to Creditors are being done asper contractual terms & conditions, henceno interest has been paid to MSMEcreditors on late payment.
2.
Balances of trade payables, loans given, Interestreceivable on loans and Unsecured Loan Taken andUnsecured Loans taken are subject to confirmation andconsequent adjustments, if any.
The company is in process of obtainingconfirmation of trade payable,loans given, interest receivable onloans and unsecured loans taken.
3.
The Company has recognised deferred tax assetsamounting to Rs. 533.79 Lakhs as on 31st March 2024,which includes deferred tax assets on carried forwardunused tax losses and other taxable temporarydifferences on the basis of expected availability offuture taxable profits for utilization of such deferred taxassets. However, in view of the history of lossesrecorded by the Company and no operational segment,we are unable to comment on any adjustments that maybe required to the carrying value of aforesaid netdeferred tax assets as at 31st March 2024
The company is in process of appointmentof a consultant for setting up a newbusiness and hopeful to set off deferredtax assets recognised in financialstatements against the future taxableincome.
The Board, on the recommendation of the Audit Committee, recommended for the approval of members, theappointment of M/s S R Goyal & Co., Chartered Accountants, (Firm Registration No. 001537C) as the StatutoryAuditors of the company for a term of five years from the conclusion of ensuing 44th AGM until the conclusion of49th Annual General Meeting.
Further, M/s S R Goyal & Co., Chartered Accountants has confirmed their consent/willingness and eligibilityunder the provisions of the Companies Act, 2013 read-with Rules made thereunder (the Act). They have alsoconfirmed that they meet the criteria for appointment as specified in Section 141 and all other applicableprovisions of the Companies Act, 2013. Further, the Company has also received a copy of Peer ReviewCertificate as prescribed by the Institute of Chartered Accountant of India from the said Auditors.
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Companies (Appointment andRemuneration 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 Companyto conduct the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report forthe 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 theSecretarial Auditors' Report are self-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 138 of Companies Act, 2013 read with rules made thereunder, the Boardhad appointed M/s. S.S. Surana & Co., Chartered Accountants, Jaipur(FRN: 001079C) as Internal Auditors of theCompany to conduct the Internal Audit of the Company for the Financial Year 2023-24.
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.
All Related Party Transactions that were entered into during the financial year were in the ordinary course ofbusiness and on arm's length basis, in the ordinary course of business, and were in compliance with theapplicable provisions of the Act and the SEBI (LODR) Regulations. There are no material significant relatedparty transactions made by the Company with Promoters, Directors, Key Managerial Personnel or otherdesignated persons and their relatives which may have a potential conflict with the interest of the Company atlarge. Particulars of contracts or arrangements with related parties referred to under Section 188(1) of the Actare given in the respective note no. 39 to the financial statements of the Company. Form AOC-2 pursuant toSection 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 reviewand approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for thetransactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laiddown for unforeseen transactions. Related party transactions entered into pursuant to the omnibus approval sogranted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, valueand terms and conditions of the transactions. The Policy on materiality of related party transactions anddealing with related party transactions as approved by the Board may be accessed on the Company's website athttp://www.baioriagroup.in/ViewPolicies.aspx
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its officers or employees, to the AuditCommittee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.
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 andreport trading by Designated Persons to preserve the confidentiality of price sensitive information to preventmisuse thereof and regulate trading by designated persons. It prohibits the dealing in the Company's shares bythe promoters, promoter group, directors, designated persons and their immediate relatives, and connectedpersons, while in possession of unpublished price sensitive information in relation to the Company and duringthe period(s) when the Trading Window to deal in the Company's shares is closed. Pursuant to the above, theCompany has put in place adequate and effective system of internal controls to ensure compliance with therequirements of the SEBI (PIT) Regulations. The code is placed on the Company's website. The Board ofDirectors have also formulated a code of practices and procedures for fair disclosure of unpublished pricesensitive information containing policy for determination of 'legitimate purposes' as a part of this Code, whichis available on the Company's website and the web link for the same is:http://www.baioriagroup.in/ViewPolicies.aspx
The Company has established a Vigil Mechanism/Whistle Blower Policy ('Policy') to deal with instances of fraudand mismanagement, if any. The policy has a systematic mechanism for directors and employees to reportconcerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct orpolicy and it provides adequate safeguards against victimization. The same is placed on the Company's websiteand 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.
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 athttp://www.baioriagroup.in/AnnualReport.aspx
Information pertaining to remuneration and other details as required under Section 197(12) of the CompaniesAct, 2013 read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 as amended from time to time has been given as "Annexure 6”, which forms a part ofthis Report.
Remuneration Paid to Managing Director during Financial Year 2023-24:
Name of theDirector
Salaries andAllowances
(Rs.)
Perquisites
Company'sContributionto PF
Commission &Performancelinkedincentives
Sitting
Fees
Total (Rs.)
18,00,000
NIL
• None of the Non-Executive Independent Directors had the pecuniary relationship with the companyexcept Mr. Girdhari Lal Sharma was paid sitting fees of Rs. 82,500/- during the year 2023-24 for attendingboard 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. Theservices 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 forpayment of severance fees.
• The company does not have any stock option/Employees Stock Option Scheme.
The internal control framework is designed to ensure proper safeguarding of assets, maintaining properaccounting records and providing reliable financial information and other data. This system is supplemented byinternal audit, reviews by the management, guidelines and procedures. The Company has adequate internalcontrol system to safeguard the company's assets from any loss or damage, to control cost, prevent revenueloss and required financial and accounting controls and to effectively implement the applicable accountingstandards. During the year under review, S.S. Surana & Co (FRN: 001079C), were engaged as Internal Auditorsof the Company. Internal auditor evaluated the functioning and quality of internal controls and providedassurance of its adequacy and effectiveness through periodic reporting. Internal audit was carried out as perinternal audit plan, which was reviewed by the Audit Committee of the Company. The Company intends toundertake further measures as necessary in line with its intent to adhere to the procedures, guidelines andregulations, as applicable, in transparent manner.
To maintain its objectivity and independence, auditor directly reports to the Chairman of the Audit Committeeof the Company. Further, the Statutory Auditors have also, in compliance with the requirements of theCompanies Act, 2013, issued an opinion with respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls details of which may bereferred to in the Auditor's Report attached to the Audited Financial Statements of Financial Year 2023-24.
In compliance with the applicable provisions of Companies Act, 2013, the Board has framed and adopted theRisk Management Policy of the company in order to ensure that the Company's affairs shall be carried out in asound and prudent manner by managing its business, operating and financial risk by adopting appropriate riskidentification, assessment, and control and mitigation measures. The Company's success as an organisationlargely depends on its ability to identify such opportunities and leverage them while mitigating the risks thatarise while conducting its business. The Audit Committee has also been delegated the responsibility formonitoring 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 andminimization 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 causedby 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 aBank/Financial Institution in any location, any currency at any point in time. The risk stemming from thelack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimizea loss.
c) Credit Risk: The risk of loss of principal or loss of a financial reward stemming from a borrower's failureto 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-widerisk. It is the risk remaining after determining financing and systematic risk, and includes risks resultingfrom 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 weblink: http://www.baioriagroup.in/ViewPolicies.aspx
Your Directors states that they have devised proper systems and process to ensure compliance with theprovisions 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 applicableSecretarial Standards during the year under review.
The particulars as prescribed under Sub - Section 3 (m) of Section 134 of the Companies Act, 2013, read withthe Companies (Accounts) Rules, 2014 are enclosed as "Annexure-7” to this Board's Report.
The Company has not developed and implemented any Corporate Social Responsibility initiatives as thecompany does not fall under the ambit as provided under Section 135 of the Companies Act, 2013 read-withRules made thereunder.
No material changes and commitments have occurred between the end of the financial year 2023-24 and thedate of this report which may affect the financial position of the company.
There are no significant and material orders passed by the Regulators or courts or tribunals which wouldimpact the going concern status of the company and its future operations.
During the Financial Year 2023-24, no penalty has been imposed on the Company by any of the Regulators,Courts or Tribunal.
The company have strong, motivated and dedicated team of employees who is working continuously with greatzeal and enthusiasm towards the growth of the company and hence, as a token of gratitude the Directors wishto express their sincere appreciation to all the employees for their support, co-operation and dedicatedservices. During the year under review the Company has reduced its Human Power as the Company has closedits operations and to reduce the cost of the company there were no Contract labour for manufacturing activityemployed after 9th December, 2022 due to inoperative manufacturing unit. Your Directors express theirinability to retain the employees due to the adverse and negative circumstances.
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 workplaceas 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 andtrainees) are covered under this policy. Further, it is hereby stated that the company has complied withprovisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment ofWorkplace (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 theCompany's website on the following linkhttp://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
Ministry of Corporate Affairs ("MCA"), Government of India has announced "Green Initiative in CorporateGovernance" by allowing Companies to send Notices / Documents / Annual Reports and other communicationto its shareholders by electronic mode i.e. by e-mail.
In line with the initiatives taken by MCA, RAJASTHAN CYLINDERS AND CONTAINERS LIMITED proposes tosend documents such as Notices of General Meeting(s), other Notices, Annual Report and all othercommunications to its Shareholders through electronic mode i.e. on the e-mail address provided by you. Tosupport this green initiative in full measure, We request members who have not registered their email addresswith the Company to update and register their e-mail addresses with M/s Beetal Financial & Computer ServicesPvt. Ltd., at beetal@beetalfinancial.com. the Registrars & Share Transfer Agent of the Company and membersholding shares in demat mode are requested to register their e-mail addresses with their respective DepositoryParticipants (DPs) to enable the Company to send communications including the Annual Report, Notices andother documents electronically.
Environmental stewardship refers to responsible use and protection of the natural environment throughconservation and sustainable practices. To make the system more environments friendly your company istaking care of and planting many trees/plants of different species both fruit/non-fruit bearing plants in itsfactory premises.
There is no share in the demat suspense account of the Company as on date of this report.
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section134(3) (c) read with Section 134(5) of the Companies Act, 2013, in preparation of annual accounts for thefinancial year ended 31st March, 2024 and state that:
a) In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2024, the applicableaccounting standards have been followed with proper explanation relating to material departures.
b) the Directors had selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2024 and of profit and loss of the Company for thatperiod.
c) The Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities.
d) The Directors had prepared the annual accounts for the financial year ended 31st March, 2024 on agoing concern basis.
e) The Directors had laid down proper internal financial controls to be followed by the company and thatsuch 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 allapplicable laws and that such systems were adequate and operating effectively.
During the financial year under review:
I. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement todisclose the details of application made or any proceeding pending under the Insolvency andBankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of thefinancial year is not applicable.
II. The requirement to disclose the details of difference between amount of the valuation done at the timeof onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof, is not applicable.
III. Further, we hereby confirm that no corporate action has been pending for implementation as at theend of the financial year.
IV. Other disclosures with respect to Board's Report as required under the Act, Rules notified thereunderand Listing Regulations are either NIL or Not Applicable.
The Company does not have any agreement(s) as specified in clause 5A of para A of part A of schedule III ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015impacting management or control of the Company or imposing any restriction or create any liability upon theCompany.
The Audited Financial Statements of the Company for Financial Year 2023-24 have been prepared inaccordance with Indian Accounting Standards ('Ind-AS') as prescribed under Section 133 of the Companies Act,2013 read with the rules made there under.
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 significantcontribution made by the employees at all levels through their hard work and dedication at all levels which hascontinued to be Company's major strength.
We also take this opportunity to express our deep sense of gratitude to all the Government, non-governmentagencies, Regulatory Authorities, Bankers and Vendors for their continued support. We also express gratitudeto shareholders for their patronage, support and faith in the Company. The Board looks forward to theircontinued support in future.
(Avinash Bajoria)Chairman cum Managing DirectorDIN:01402573
Address: 404, Nemi Sagar Colony,Queens Road, Jaipur-302021
Place: JaipurDate: 29.05.2024
SP-825, Road No.14,
VKI Area, Jaipur-302013.
CIN- L28101RJ1980PLC002140