Your Directors are pleased to present the 45th Annual Report on the business andoperations of your Company along with the audited financial statements for the periodended 31st March 2016.
FINANCIAL RESULTS (Standalone)
As the current financial year comprises a period of nine months from July 1 2015 toMarch 31 2016 therefore figures pertaining to current financial year 2015-16 are notcomparable with figures of previous financial year 2014-15. However The Companysfinancial performance for the period ended 31st March 2016 and year ended 30th June2015 is summarized below:
| || ||(Rupees in lacs) |
|PARTICULARS ||Period ended 31st March 2016 ||Year ended 30th June 2015 |
| ||(9 Months) ||(12 Months) |
|Sales ||4010 ||17091 |
|Less: Expenditures ||4912 ||15945 |
|Gross Profit/(Loss) Before Depreciation ||(902) ||1146 |
|Less: Depreciation ||(134) ||229 |
|Profit/(Loss) before Other income Exceptional || || |
|& Extra-ordinary items & tax ||(1036) ||917 |
|Add: Other Income ||1 ||48 |
|Profit/(Loss) before Exceptional & Extra-ordinary items & tax ||(1035) ||965 |
|Less: Exceptional Items ||0 || |
|Profit/(loss) before Extra-ordinary items & tax ||(1035) ||965 |
|Extra-ordinary items ||2231 || |
|Profit/(loss) for the year before tax ||1196 ||965 |
|Less: Tax expense ||0 ||906 |
|Profit/(loss) for the year ||1196 ||1871 |
|Add: Accumulated Losses ||(4279) ||(6150) |
|Balance available for appropriation ||(3083) ||(4279) |
|Balance Carried to Balance Sheet ||(3083) ||(4279) |
During the period under review the total income of the Company stood at Rs. 4010 lakhsas compared to Rs.17139 lakhs during the previous year ended on 30th June 2015. EBITDAfor the period stood at Rs. (902) lakhs as compared to Rs. 1194 lakhs for the year ended30th June 2015. Profit for the period ended 31st March 2016 was Rs. 1196 lakhs asagainst Rs. 1871 lakhs for the year ended 30th June 2015.
Pursuant to Section 2(41) of the Companies Act 2013 the Company adopted April-March asits Financial Year & acordingly the year under review comprised of Nine months onlyfrom 1st July 2015 to 31st March 2016. From 2016-17 & onwards the financial year ofthe Company shall be for a period of 12 Months i.e. from 1st April to 31st March.
The Board of Directors has not recommended any dividend for the financial year ended31st March.2016.
SLUMP SALE OF CARTON MANUFACTURING DIVISION OF COMPANY
During the year under review The Board of Directors of the Companytransferred/disposed off its Packaging Business - Carton Manufacturing Division throughslump sale to R T Packaging Limited situated at Plot No. 73-74 Phase IIIIndustrial Area Dharuhera Distt. Rewari Haryana - 123106.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with Section 129 of the Companies Act 2013 Consolidated FinancialStatements are attached and form part of the Annual Report and the same shall be laidbefore the ensuing Annual General Meeting along with the Financial Statements of theCompany.
STATE OF COMPANYS AFFAIRS
The state of affairs of the Company is presented as part of the Management Discussionand Analysis (MDA) Report forming part of the Annual Report.
Your Company has taken adequate steps to ensure compliance with Clause 49 of theListing Agreement executed with BSE Limited and Regulation 17 to 27 read with schedule Vof Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The report on Corporate Governance the Report on Management Discussionand Analysis (MDA) and the requisite Certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance are provided in aseparate section which forms part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(5) of the Companies Act 2013 theDirectors hereby confirm that:
a) in the preparation of the annual accounts for the period ended 31st March 2016 theapplicable Accounting Standards have been followed and there are no material departuresfrom the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the profitof the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the Annual Accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
SUBSIDIARIES AND JOINT VENTURES
In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013a statement containing salient features of the financial statements of the CompanysSubsidiaries and Joint Ventures and the report on their performance and financial positionin Form AOC-1 is annexed as Annexure-I and also forms part of the Annual Report.
In accordance with third proviso to Section 136(1) of the Companies Act 2013 theAnnual Report of your Company containing therein its audited standalone and theconsolidated financial statements has been placed on the website of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Aarti Jain Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment. The Board recommendsher re-appointment. A Brief Resume of Ms. Aarti Jain as required under Regulation 36(3) ofSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and Companies Act 2013 forms part of the notice convening AnnualGeneral Meeting.
During the period under review Mr. Sagato Mukerji Whole-time Director has resignedfrom the directorship of the Company. The Board has appointed Mr. Pyush Gupta as aWhole-time Director of the Company which is subject to the approval of members in theensuing Annual General Meeting of the Company.
Further Mr. Ajay Kumar resigned from the post of Chief Financial Officer of the Companyand in place of him the Board has appointed Mr. Ajay Jaiswal as Chief Financial Officerof the Company.
Details of the familiarization programme of the Independent Directors are available onthe website of the Company (URL: http://www.rollatainers.in/investors.php)
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149 (7) of the Companies Act 2013 that he meets the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and as prescribed bythe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
BOARD MEETINGS HELD DURING THE YEAR
Six (06) meetings of the board were held during the period the details of which areprovided in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed under theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.
The Board evaluated the effectiveness of its functioning and that of the committees andof individual Directors by seeking their inputs on various aspects of Board/Committeegovernance such as the Board composition and structure effectiveness of board processesactive participation and contribution of directors in the Board/Committee meetings and thefulfillment of Directors obligation and their fiduciary responsibilities.
Further the Independent Directors at their meeting reviewed the performance of theBoard Chairman of the Board and of Non Executive Directors. The meeting also reviewed theco-ordination between the Company management and the Board which is required for the Boardto effectively and reasonably perform their duties.
INTERNAL FINANCIAL CONTROLS
The Board has laid down internal financial Controls to be followed by the Companycommensurate with the size scale and complexity of its operations. To maintain itsobjectivity and independence the internal audit function reports to the Chairman of theAudit Committee and all significant audit observations and corrective actions arepresented to the Committee.
STATUTORY AUDITORS AND AUDITORS REPORT
M/s Manoj Mohan & Associates Chartered Accountants (Firm Regd. No: 009195C) wereappointed as Statutory Auditors of the Company to hold office up to the conclusion of 46thAnnual General Meeting of the Company subject to the ratification of their appointment atevery Annual General Meeting. M/s Manoj Mohan & Associates Chartered Accountants haveconfirmed their eligibility and willingness to accept office if their appointment isratified at the ensuing Annual General Meeting. The proposal for the ratification of theirappointment is included in the notice for Annual General Meeting sent herewith.
The Company has received a consent letter from the statutory auditors for theirappointment and a certificate from them that their appointment if ratified shall be inaccordance with the conditions as prescribed under the Companies Act 2013 and that theyare not disqualified for appointment.
The Auditors Report does not contain any qualifications reservations or adverseremarks. The Report is attached hereto and is self-explanatory requiring no furtherelucidation.
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 hasappointed M/s C Shandilya & Associates Company Secretaries New Delhi to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 forthe period ended 31st March 2016 is annexed as Annexure II to the Report. Thereare no qualifications reservations or adverse remarks made by Secretarial Auditor intheir report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are provided in the accompanying Financial Statements.
RELATED PARTY TRANSACTIONS
In accordance with Section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) ofCompanies (Accounts) Rules 2014 the particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed Form AOC-2 are attached as Annexure III to this Report.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Companies Act 2013 the extract of the annualreturn is provided in Annexure IV in the prescribed Form MGT-9 which forms part ofthis report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8(3) of Companies (Accounts) Rules 2014 is annexed herewith as Annexure Vto this Report.
COMMITTEES OF THE BOARD
The Companys Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the membership and attendance at the meetings of the above Committees ofthe Board are provided in the Corporate Governance section of the Annual Report.
POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee of the Board has framed a policy for selection and appointment of Directors andsenior management personnel which inter alia includes the criteria for determiningqualifications positive attributes and independence of Director(s)/ Key managerialpersonnel and their remuneration. Details of the policy on appointment and remunerationare available on the website of the Company (URL:http://www.rollatainers.in/investors.php)
CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the Company and theinitiatives undertaken by the Company on CSR activities during the year are set out in AnnexureVI of this report as per the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. The composition of CSR committee and other relateddetails are provided in the Corporate Governance section forming part of this Report. Thepolicy is available on the website of the Company.
The Board has constituted an Audit Committee which comprises Mr. Pyush GuptaIndependent Director as the Chairman Mr. Sanjiv Bhasin and Mr. Vivek Kumar AgarwalIndependent Directors as the Members. The Board of Directors have accepted all therecommendations of the Audit Committee.
The Company has in place a vigil mechanism in the form of Whistle Blower Policy. Itaims at providing avenues for employees to raise complaints and to receive feedback on anyaction taken and seeks to reassure the employees that they will be protected againstvictimization and for any whistle blowing conducted by them in good faith. The policy isintended to encourage and enable the employees of the Company to raise serious concernswithin the organization rather than overlooking a problem or handling it externally.
The Company is committed to the highest possible standard of openness probity andaccountability. It contains safeguards to protect any person who uses the Vigil Mechanismby raising any concern in good faith. The Company protects the identity of the whistleblower if the whistle blower so desires however the whistle blower needs to attend anydisciplinary hearing or proceedings as may be required for investigation of the complaint.The mechanism provides for a detailed complaint and investigation process.
If circumstances so require the employee can make a complaint directly to the Chairmanof the Audit Committee. The Company also provides a platform to its employees for havingdirect access to the Whole Time Director. The confidentiality of those reportingviolations is maintained and they are not subjected to any discriminatory practice.
The Company has developed and implemented a Risk Management Policy. The details ofelements of risk are provided in the Management Discussion and Analysis section of theAnnual Report.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company is committed to provide a healthy environment and thus does not tolerateany discrimination and/ or harassment in any form. The Company has in place an Anti SexualHarassment Policy in line with the requirements of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaints Committeehas been set up to redress complaints received regarding sexual harassment. All womenemployees (permanent contractual temporary trainees) are covered under this policy.During the period 2015-16 no complaints were received by the committee.
PARTICULARS OF EMPLOYEES
The details as required in terms of the provisions of Section 197 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached as Annexure VII to this Report.
The particulars of employees as required in terms of the provisions of Section 197 readwith Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is Nil.
During the period under review the Company has not accepted any fixed deposits frompublic shareholders or employees under the Companies Act 2013.
SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by any regulators or courts ortribunals impacting the going concern status and Companys operations in future.
DEMATERIALISATION OF SHARES
The Company has admitted its Equity Shares to the depository system of NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL) for dematerialisation of shares. As on 31st March 2016 124320290 Equity Sharesrepresenting 99.405% of the Equity Share Capital of the Company are in dematerializedform. The Equity Shares of the Company are compulsorily traded in dematerialized form asmandated by the Securities and Exchange Board of India (SEBI). The InternationalSecurities Identification Number (ISIN) allotted to the Company with respect to its EquityShares is INE927A01032.
LISTING AT SOCK EXCHANGE
The Equity Shares of Company are listed on BSE Limited and are actively traded. TheCompany has paid the annual listing fee to the concerned Stock Exchange for the year2016-17.
RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directives of the Securities & Exchange Board of India theReconciliation of Share Capital Audit was carried out on a quarterly basis by a CompanySecretary in whole-time practice. The purpose of the audit was to reconcile the totalnumber of shares held in National Securities Depository Limited (NSDL) Central DepositoryServices (India) Limited (CDSL) and in physical form with respect to admitted issued andpaid up capital of the Company. The aforesaid Reports on Reconciliation of Share Capitalwere duly submitted to the BSE Limited where the Equity Shares of the Company are listed.
During the period under review the relations between the Management and the workmenwere highly cordial. Human resources initiatives such as skill up gradation trainingappropriate reward & recognition systems and productivity improvement were the keyfocus areas for development of the employees of the Company.
Your Company always endeavours to promptly respond to shareholdersrequests/grievances. Each and every issue raised by the shareholders is taken up withutmost priority and every effort is made to resolve the same at the earliest. TheStakeholders Relationship Committee of the Board periodically reviews the status of theredressal of investors grievances.
Your Directors wish to place on record the sincere and dedicated efforts of all theemployee of the Company. Your Directors also take this opportunity to offer their sincerethanks to the Financial Institutions Banks and other Government Agencies valuedcustomers and the investors for their continued support co-operation and assistance.
| ||By Order of the Board |
| ||For ROLLATAINERS LIMITED |
| ||Sd/- |
|Place : Dharuhera Haryana ||(Aarti Jain) |
|Date : 27th August 2016 ||DIN: 00143244 |
| ||Chairperson |