Your Directors have pleasure in presenting the Annual Report together with the AuditedStatement of Accounts of Rotographics (India) Limited for the year ended 31st March 2016.
1. SUMMARISED FINANCIAL HIGHLIGHTS
The Company's financial performance for the year under review along with previous yearfigures are given hereunder
1. FINANCIAL RESULTS
|Particulars ||For the year 2015-16 ||For the year 2014-15 |
| ||(In Rupees) ||(In Rupees) |
|Sales and other income ||9968432 ||7509908 |
|Profit before Depreciation ||171365 ||190074 |
|Depreciation ||68781 ||60094 |
|Profit before tax ||102584 ||129980 |
|Profit after tax ||69293 ||89926 |
|Transferred to General Reserve ||0 ||0 |
|Interim Dividend ||0 ||0 |
|Earnings per share (Rs.) ||0.02 ||0.02 |
2. PERFORMANCE REVIEW
During the year under review your Company has achieved gross revenue of Rs. 9968432/-as against Rs. 7509908/- in the previous year. The Profit before depreciation amountedto 171365/- as against Rs. 190074/- in the previous year.
Profit before tax during the year worked out to Rs. 102584/- as compared toRs.129980/- in the previous year.
No Dividend was declared for the current financial year due to conservation of Profitsby the Company.
4. SHARE CAPITAL
The paid up Equity Share Capital of the company as on March 312016 was Rs.36013000/- During the year Company forfeited 292000 partly paid up equity sharesamounting Rs. 1460000/- due to failure to pay the balance amount of allotment money byshareholders and under review the company has not issued any shares or any convertibleinstruments.
5. EXTRACT OF ANNUAL RETURN:
As per provisions of Section 92 (3) of the Companies Act 2013 (the Act) read with Rule12 of the Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn in the Form MGT-9 is given in Annexure - B forming part of this report.
6. BOARD MEETINGS HELD DURING THE YEAR:
During the year 14 meetings of the Board of Directors were held which includes onemeeting of Independent Directors as required under the Act and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (theListing Regulations). The details of the meetings are furnished in the CorporateGovernance Report.
7. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR
All Independent Directors of the Company have given declarations to the Company underSection 149 (7) of the Act that they meet the criteria of independence as provided inSub-Section 6 of Section 149 of the Act and also under the Listing Regulations.
8. REMUNERATION POLICY OF THE COMPANY:
The Remuneration Policy of the Company for appointment and remuneration of theDirectors Key Managerial Personnel and Senior Executives of the Company along with otherrelated matters have been provided in the Corporate Governance Report.
As and when need arises to appoint Director the Nomination and Remuneration Committee(NRC) of the Company will determine the criteria based on the specific requirements. NRCwhile recommending candidature to the Board will take into consideration thequalification attributes experience and Independence of the Candidate. Director(s)appointment and remuneration will be as per NRC Policy of the Company.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has neither given any loans or guarantees nor made investments coveredunder the provisions of section 186 of the Companies Act 2013 during the Financial Year2015-16.
10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
During the financial year 2015-16 company applied for the Listing of Equity shares ofthe company to BSE Limited under Direct Listing Route and equity shares of the companysuccessfully listed on the BSE Limited vide trading approval letterno.DCS/DL/AP/TP/146/2016-17 dated 13th June 2016.
11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The provisions of Section 134(3)(m) of the Companies Act 2013 read with Companies(Disclosure of particulars of Board of Directors) Rules 1988 are not applicable to theCompany. Therefore the information relating to conservation of energy or technologyabsorption etc. is not given.
(a) Total Foreign Exchange earned Rs. nil (previous year Rs. Nil)
(b) Total Foreign Currency Rs. Nil
12. CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.
13. ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and individual Directors pursuant to the requirements of the Act and theListing Regulations.
Further the Independent Directors at their exclusive meeting held during the yearreviewed the performance of the Board its Chairman and Non-Executive Directors and otheritems as stipulated under the Listing Regulations.
14. AUDIT COMMITTEE:
The details pertaining to composition of the Audit Committee and terms of reference areincluded in the Corporate Governance Report which forms part of this Report.
15. RELATED PARTY TRANSACTION
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Accordingly the disclosure of related party transactionas required under section 134(3)(h) of the Companies Act 2013 in form AOC 2 is notapplicable.
16. REPORTING OF FRAUDS:
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Act and Rules framed thereunder.
17. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
18. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3) (c) and 134 (5) of the Act that:
1. in the preparation of the annual financial statements for the year ended March312016 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if applicable;
2. for the financial year ended March 312016 such accounting policies as mentioned inthe Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended March 312016;
3. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. the annual financial statements have been prepared on a going concern basis;
5. proper internal financial controls are in place and such internal financial controlsare adequate and were operating effectively;
6. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and are adequate and operating effectively.
19. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:
As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulationsa report on Corporate Governance and the certificate as required under Schedule V (E) ofthe Listing Regulations from Messrs P.K.S & Associates Practicing CompanySecretaries regarding compliance of conditions of Corporate Governance are given inAnnexure - C and Annexure - D respectively forming part of this report.
20. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and amendments theretoyour Company engaged the services of Messrs P.K.S & Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year endedMarch 312016. The Secretarial Audit Report in Form MR-3 is given in Annexure - E formingpart of this report.
21. WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the Company's Code ofconduct. The mechanism provides for adequate safeguards against victimization ofDirector(s) and Employee(s) who avail of the mechanism.
The Whistle Blower Policy is available on Company's website
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
I. RETIRE BY ROTATION
In Accordance with the provision of section 152 (6) Mr. Pratap Burman (DIN: 00595389)will retire by rotation at the ensuing Annual general Meeting of the company and beingeligible offer himself for re-appointment as Non executive Director. The boardsrecommended his re appointment.
Mr. Arun Bhatia (DIN: 00465892)
Mr. Arun Bhatia has been appointed as an additional Director (Non Independent) underSec 161 of the Companies Act 2013 w.e.f. 27th May 2016.
As an Additional Director Mr. Arun Bhatia shall hold office upto the date of ensuingAnnual General Meeting. The Company has not received any notice as per the provision ofSection 160(1) of the Companies Act 2013 from a member proposing his appointment asDirector.
Mr. Mohd Sagir
CS Mohd Sagir has been appointed as Company Secretary & Key managerial personnel ofthe Company in the board meeting held on 15.01.2016 in place of CS Neelam Nailwal.
Necessary resolutions relating to Directors who are seeking appointment / reappointmentare included in the Notice of Annual General Meeting. The relevant details of the saidDirectors are given in the annexure to the Notice of the Annual General Meeting.
As on date Mr. Bapi Karmakar Chief Executive Officer Mr. Naresh Kumar Bansal ChiefFinancial Officer and Mr. Mohd Sagir Company Secretary are the Key Managerial Personnelof the Company.
During the year under review your Company did not accept any deposit within themeaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with theCompanies (Acceptance of Deposits) Rules 2014.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There has been no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations. All orders receivedby the Company during the year are of routine in nature which have no significant /material impact.
25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The details on Internal Control Systems and their adequacy are provided in theManagement's Discussion and Analysis which forms part of this Report.
26. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. As requiredunder law an Internal Compliance Committee has been constituted for reporting andconducting inquiry in to the complaints made by the victim on the harassments at the workplace.
27. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
(I) STATUTORY AUDITOR
M/s. J.K Monga & Associates Chartered Accountants New Delhi the Statutory Auditorof the Company who have not offered themselves to continue as the Statutory Auditor ofthe Company in view of their pre-occupation with other work. The Board places on recordits appreciation for the services rendered by them during their tenure with the Company.Based on the recommendation of the Audit Committee the Board of Directors at theirmeeting held on August 12th 2016 have appointed M/s. Kumar Grover &
Co Chartered Accountants New Delhi (Firm Registration No 001240N) as the StatutoryAuditors of the Company subject to the approval by the Members of the Company in theCompany's ensuing Annual General Meeting.
M/s. Kumar Grover & Co Chartered Accountants shall hold office for the first termof five years from the conclusion of the 41st Annual General Meeting until the conclusionof the 46th Annual General Meeting of the Company (subject to ratification oftheir appointment by the Members at every subsequent Annual General Meeting). The proposalfor their appointment as Statutory Auditors of the Company is included in the Notice ofthe ensuing annual general meeting for approval of the Members of the Company. M/s. KumarGrover & Co has furnished written consent and a confirmation to the effect that theyare not disqualified to be appointed as the Statutory Auditors of the Company in terms ofthe provisions of Companies Act 2013 and Rules framed thereunder. In terms of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 they have confirmed that they hold a valid certificate issued by thePeer Review Board of the ICAI.
(II) SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed P.K.S & Associates Company Secretaries to undertake the Secretarial Auditof the Company. The Secretarial Audit report is annexed herewith as "AnnexureE".
There has been no qualification reservation adverse remark or disclaimer given by theSecretarial Auditor in their Report.
(III) INTERNAL AUDITOR
Pursuant to provisions of section 138 of the Companies Act 2013 the company hasappointed Deepak Jaju & Co Chartered Accountants to undertake the internal Audit ofthe Company.
The Board of Directors take this opportunity to thank the customers memberssuppliers bankers associates Central and State Governments and employees at all levelsfor their support and co-operation extended to the Company during the year.
| ||By order of the Board of Directors |
| ||For Rotographics (India) Limited |
|Place: New Delhi ||Pratap Burman |
|Date: 01st September 2016 ||Executive Director |