To The Members
Your Directors are pleased to present the 46th Annual Report on the business andoperations of your Company along with the audited financial statements for the periodended 31st March 2017.
The Company's financial performance for the year ended 31st March 2017 and periodended 31st March 2016 is summarized below:
(Rupees in Lakhs)
|PARTICULARS ||Standalone ||Consolidated |
| ||Year ended ||Period ended ||Year ended ||Period ended |
| ||31.03.2017 ||31.03.2016 ||31.03.2017 ||31.03.2016 |
|Sales ||842 ||4010 ||15058 ||8673 |
|Less: Expenditures ||631 ||4912 ||16303 ||10007 |
|Gross Profit/(Loss) Before Depreciation ||211 ||(902) ||(1245) ||(1334) |
|Less: Depreciation ||(32) ||(134) ||(1427) ||(394) |
|Profit/(Loss) before Other income Exceptional & Extra-ordinary items & tax ||179 ||1036 ||(2672) ||(1728) |
|Add: Other Income ||0 ||1 ||1371 ||59 |
|Profit/(Loss) before Exceptional & Extra-ordinary items & tax ||179 ||1035 ||(1301) ||(1669) |
|Less: Exceptional Items ||0 ||2231 ||(155) ||2231 |
|Profit/(loss) before Extra-ordinary items & tax ||179 ||1196 ||(1456) ||562 |
|Extra-ordinary items ||3 ||0 ||0 ||0 |
|Profit/(loss) for the year before tax ||176 ||1196 ||(1456) ||562 |
|Less: Tax expense ||(445) ||0 ||(315) ||1 |
|Profit/(loss) for the year ||(269) ||1196 ||(1771) ||563 |
|Minority Interest ||0 ||0 ||94 ||8 |
|Profit/(loss) after Minority Interest ||(269) ||1196 ||(1677) ||571 |
During the period under review based on Standalone Financial Accounts the total incomeof the Company stood at Rs. 842 Lakhs as compared to Rs. 4010 lakhs during the previousyear ended on 31.03.2016. Loss for the period ended 31st March 2017 was Rs. 269 lakhs asagainst Profit of Rs. 1196 lakhs for the period ended 31.03.2016.
The Board of Directors has not recommended any dividend for the financial year ended31st March 2017.
CONSOLIDATED FINANCIAL STATEMENTS
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.
INDIAN ACCOUNTING STANDARDS 2015
The Company has adopted Indian Accounting Standard (Ind AS) prescribed under section133 of the Companies Act 2013 read with the relevant ruled issued thereunder. The dateof transition to Ind AS is April 01 2017. The transition is carried out from accountingprinciples generally accepted in India being the previous GAAP. Accordingly
The annexed financial statements comply in all material aspects with Indian AccountingStandards (Ind AS) notified under section 133 of the Companies Act 2013 (the Act)[Companies (Indian Accounting Standards) Rules 2015] and other relevant provisions of theAct.
During the year under review the Equity Shares of the Company were listed on theNational Stock Exchange of India Limited. The Trading of Equity Shares on the NationalStock Exchange of India Limited Started w.e.f. 22nd November 2016
STATE OF COMPANY'S 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.
CHANGE IN CAPITAL STRUCTURE
During the year under review One Equity Share of Face Value of Rs. 2/- each wassub-divided into Two Equity Shares of Face Value of Rs.1/- each. Therefore the CapitalStructure is as follow:
Authorised Share Capital:
Equity Share Capital : 470000000 Equity Shares of Rs. 1/- each
Preference Share Capital : 1800000 Redeemable Preference Shares of Rs. 100/- each
Issued Subscribed and fully Paid up Share Capital:
Equity Share Capital : 250130000 Equity Shares of Rs. 1/- each Preference ShareCapital
(i) 140000 10% Non Convertible Redeemable Preference Shares of Rs. 100/- each
(ii) 1000000 2% Redemable Non Cumulative Non Convertible Preference Shares of Rs.100/- each.
SIGNING OF MOU FOR STAKE SALE OF IT'S JV COMPANY
On 21st August 2017 Rollatainers Limited has signed and Executed Memorandum ofUnderstanding (MOU) with IMM Associates Mauritius toe sell equity stake held byRollatainers Limited in Sierra Nevada Restaurants Pvt Ltd. (JV Company) to IMM AssociatesMauritius.
Your Company has taken adequate steps to ensure compliance with the Listing Agreementexecuted with BSE Limited & The National Stock Exchange of India Limited andRegulation 17 to 27 read with schedule V of Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The report on CorporateGovernance the Report on Management Discussion and Analysis (MDA) and the requisiteCertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance are provided in a separate section which forms part of the AnnualReport.
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 periodended 31st March 2017 the applicable Accounting Standards have been followed and thereare no material departures from the same; b) the Directors have selected such accountingpolicies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2017 and of the profit/loss of 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 concernbasis; 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 withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
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 Company'sSubsidiaries and Joint Ventures and the report on their performance and financial positionin Form AOC-1 is Annexed to the financial Statements and 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
Mr. Aditya Malhotra Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The Board recommendshis re-appointment. The Disclosure of Mr. Aditya Malhotra as required under Regulation36(3) of Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and Companies Act 2013 forms part of the noticeconvening Annual General Meeting. Mr. Pyush Gupta was appointed as a Whole Time Directorw.e.f. 27th August 2016. There has been no other change in the Directors and KeyManagerial personnel of the Company except as stated above.
Details of the familiarization programme of the Independent Directors are available onthe website of the Company (URL: http://www.rollatainers.in/investors.php)
INDEPENDENT DIRECTOR'S 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
Eight (08) 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) haveresigned as the Statutory Auditors of the Company and M/s Raj Gupta & Co. CharteredAccountants (Firm Regd. No.: 000203N) have been appointed as Statutory Auditors of theCompany to hold office from the conclusion of this Annual General Meeting (AGM')until the conclusion of the AGM to be held for Financial Year 2021-2022 on suchremuneration as shall be fixed by the Board of Directors of the Company subject to theratification of their appointment at every Annual General Meeting. M/s Raj Gupta &Co. Chartered Accountants have confirmed their eligibility and willingness to acceptoffice if their appointment is ratified at the ensuing Annual General Meeting.
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 Auditor's 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 Shefali Goel & Associates Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for theperiod ended 31st March 2017 is annexed as Annexure - I to this Report. There are noqualifications reservations or adverse remarks made by Secretarial Auditor in theirreport.
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 is annexed as Annexure II which forms part of this AnnualReport.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Companies Act 2013 the extract of the annualreturn is provided in Annexure III in the prescribed Form MGT-9 which forms partof this 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 IV to this Report.
Details of the Familiarization Programme of the independent directors are available onthe website of the Company (URL: http://www.rollatainers.in/investors.php)). Policy ondealing related party transactions is available on the website of the Company (URL;http://www.rollatainers.in/investors.php)).
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand the Listing Agreements with stock exchanges and as per SEBI LODR Regulations 2015(URL: http://www.rollatainers.in/investors.php))
COMMITTEES OF THE BOARD
The Company's 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 are set out in Annexure-V of thisreport as per the format prescribed in the Companies (Corporate Social ResponsibilityPolicy) Rules 2014. The composition of CSR committee and other related details areprovided in the Corporate Governance section forming part of this Report. The policy isavailable on the website of the Company.
The Board has constituted an Audit Committee which comprises Mr. Sanjiv BhasinChairman (Independent Director) Mr. Pyush Gupta Whole Time Director and Mr. Vivek KumarAgarwal Independent Director 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 2016-17 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 areannexed as Annexure -VI which forms part of the Annual 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 Company's 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 2017 248674750 Equity Sharesrepresenting 99.42% of the Equity Share Capital of the Company are in dematerialized form.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 The National Stock Exchangeof India Limited and are actively traded. The Company has already paid the annual listingfee to the concerned Stock Exchanges for the year 2017-18.
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 shareholders'requests/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 |
|Place : New Delhi ||Aarti Jain |
|Date : 21st August 2017 ||DIN: 00143244 |
| ||(Chairperson) |