THE MEMBERS OF
ROLCON ENGINEERING CO. LTD.
Your Directors takes pleasure in presenting the SB'"' Annual report together withthe Audited Financial Statements and Auditors' Report for the financial year ended March31 2020. The financial highlights for the year under review are given below:
STATE OF AFFAIRS:
(Rs. in Lakh)
|Particulars ||F.Y. 2019-20 ||F.Y.2018-19 |
|Revenue ||3627.50 ||3920.48 |
|Other Income ||59.29 ||55.92 |
|Total Income ||3686.79 ||3976.40 |
|Expenses || || |
|Operating Expenditure ||3504.86 ||3779.51 |
|Depreciation and amortisation Expenses ||92.12 ||91.46 |
|Total Expenses ||3596.98 ||3870.97 |
|Profit Before Finance Cost and Tax ||89.81 ||105.43 |
|Finance Cost ||5.78 ||9.90 |
|Profit Before tax (PBT) ||84.03 ||95.53 |
|Tax Expenses ||34.73 ||(47.63) |
|Profit For the year ||49.3 ||143.15 |
|Attributable to: || || |
|Shareholders of the Company ||49.3 ||143.15 |
|Opening Balance of retained Earning ||379.26 ||255.22 |
|Closing Balance of retained Earing ||418.56 ||379.26 |
|Equity share capital ||75.60 ||75.60 |
|Reserve ||1027.73 ||978.42 |
|EPS (in Rs.) ||6.52 ||18.94 |
Disclosure of material impact of COVID-19 pandemic
The novel coronavirus (COVID-19) pandemic is spreading around the world rapidly. TheVirus has not just affected the human but business of almost all type of entities toothe scope of which currently is undetermined.
Impact on Production and Function of Corporate Office
Company's plants and office located at Vallabh Vidyanagar (Gujarat) had been closedsince March 23 2020 due to immediate shutdown restrictions imposed by national governmentthen partially resumed with limited workforce w.e.f. May 5 2020 in line with thedirections is- sued by the Central Government State Govern- ment and local Authorities.While disruptions of production affected to the extent in estimation of last quarterplanning and schedules. Also up to some extent capacity remain under-utilized. Employeesafety
Start working by Providing safety and healthy environment to the employee was thebiggest challenge. The Company has implemented strict measures of ensuring socialdistancing hygiene practices and deep cleaning of premises to ensure the safety of ourworkers admin staff and the community at workplace.
Sales and Revenue
Since force majeure has approximate impact on forecasted sales figures resulting lessamount of sales in last month of financial year which has ultimate effect on Revenue ofthe Company for the F.Y. 2019-20.
Preparation and Disclosure of Financial Result
As a result of disruptions in the Financial Function and lockdown at the end of thefinancial year statutory Audit preparation of financial statements and disclosure UnderRegulation 33 of SEBI (LODR) 2015 has fairly delayed than usual time but extensionallowed by governments and authorities to comply ensures that company was almost in sameline as with other corporate activity in this regard. Further No such event or materialevent identified as per Ind AS 10 (Event after reporting period i.e. March 312020)
IMPACT ON FINANCIAL YEAR 2020-21 Demand and Supply
Looking to the scenario in the market due to COVID -19 pandemic Money market has beenslow down company expect lees number of orders and replacement order will be more insurvival condition in the economy for the first two quarter of F.Y. 2020-21 compare toprevious year. In addition to that Export may reduce due to cross border lockdown which isstill in order and world economy has severely affected. Management is experiencing somedifficulties in supply chain due to pandemic has some great impact of transportation andlogistics specially from other states although expecting better in coming days. Alsoshipment will be below Break Even Point for the ensuing quarter.
Liquidity crunches /Trade receivables /cash flow miss-match uneven
In COVID 19 pandemic Cash Cycle of market shall undergo change from liquidity point ofview and expected in conservative approach which may affect the bills receivables andLiquidity crunches.
Investment policy of the Company and Finical Assets
As we witness the gravity of COVID - 19 has caused on volatility in global andinternational market rendering its fair value of Investment. In- vestment in Mutual fund.Equity and Debt is car- ried out by its fair value of market. Future index- es is expectedsliding movement consequently loss in real value of investment. More Liquidity on handwould be more important and thus com- pany has change its Investment policy lookingconservative from liquidity point of view rather than increase in it on the basis ofsupportable forecasts of future economy considering the cur- rent circumstances.
Additionally Company has given Disclosures un- der Regulation 30(3) and para B of PartA of Schedule III of SEBI (LDDR) 2015 and shall make continues effort to provide the sameto valuable stakeholders. Further
The Company will continue to closely monitor the situation and take appropriate actionas per the regulatory advice.
The Board of Directors has Recommend dividend @15% i.e. Rs.1.5 per equity share ofRs.10/- for F.Y. 2019-20
PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS
Detail of the loan Guarantees and investments covered under provision of section 186of the company Act 2013
|Particular ||Amount |
| ||(Rs. in Lakh) |
|Investment in mutual fund ||42.87 |
|Investment in Equity Instruments ||0.18 |
Shareholders has re-appointed Shri Kailashchandra K Seksaria (DIN: 00115555)Shri Mahesh H Joshi (DIN: 00856573) and Shri Ashok K Parikh (DIN: 00359634) as anIndependent Directors of the Company by passing special resolution in Annual GeneralMeeting held on July 16 2019 pursuant to the provisions of Sections 149 and 152 read withSchedule IV and other applicable provisions if any of the Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 and pursuant toRegulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations 2018 to hold office for a second term of five (5) consecutiveyears effective from May 16 2019 to Conclusion of Annual General Meeting for theFinancial Year 2023-24 on the Board of the Company.
Shareholders has appointed Dr. Arpita A. Amin (DIN: 01927591) asNon-Independent Non-Executive Director by passing Ordinary Resolution in Annual GeneralMeeting held on July 16 2019.
Board has appointed Smt. Harshila H Patel (DIN: 08590119) as an AdditionalIndependent Director on its meeting held on February 7 2020 till the Ensuing AnnualGeneral Meeting.
All Independent Directors have given Declarations that they meet the criteria ofIndependence as laid down under section 149 (6) of the Companies Act 2013.
None of the Directors of your company is disqualified as per section 164(2) ofthe Companies Act 2013. Your Directors have made necessary disclosures as required undervarious provision of Companies Act 2013 and SEBI (LODR) Regulation-2015.
All the Board Members have evaluated the performance of Board as whole. IndividualPerformance of each Board member and Managing Director Chairman and Board Committees ofthe Company. In a separate meeting of independent directors performance ofnon-independent directors the Board as a whole and the Chairman of the Company wasevaluated considering the views of executive directors and non-executive directors.
NOMINATION Et REMUNERATION COMMITTEE AND POLICY
Our Nomination & Remuneration Committee is formulated by the Company with thefollowing Composition
1. Shri Kiran M. Patel- Chairman of the N & t R Committee
2. Dr Arpita A. Amin-
Member of the N & R Committee
3. Shri MH Joshi-
Member of the N t R Committee
The Board has on the recommendation of the Nomination t Remuneration Committee frameda policy for selection and appointment of Directors Senior Management and theirremuneration. The detailed remuneration policy is available on the company's website www.rolconengineering.com.
The Audit Committee helps Board monitor the management's financial reporting processand ensures that Disclosures are accurate timely and at highest level. It also overseesthe Work of in- ternal and independent Auditors.
Audit Committee is formulated by the Company with the following Composition;
1. Shri Kiran M. Patel- Chairman of the Audit Committee
2. Shri Ashish 5 Amin- Member of the Audit Committee
Member of the Audit Committee
The Details of the meetings of Board of Directors Audit Committee and Nomination tRemuneration Committee held for the F.Y. 2019-20 are given in Annexure-A
DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your directors make the following statements in the termsof the section 134(3) I of the Company Act 2013:
1. That in the preparation of the Annual financial statements for the year ended March31 2020 the applicable Accounting standards have been followed along with properexplanation relating to material departures if any;
2. That such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the company as at March 31 2020 and of theprofit of the Company for the year ended on that date;
3. That Proper and sufficient care has been taken for maintenance of adequateaccounting records in accordance with provisions of the Companies Act 2013 and forsafeguarding the assets of the Company for preventing and detecting fraud and otherirregularities;
4. That the Annual Accounts have been prepared on a going concern basis;
5. That the proper internal financial controls were in place and that the financialcontrol were adequate and were operating effectively;
5.That the systems to ensure compliance with the provision of all applicable laws werein place and were adequate and operating effective.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onat arm's length basis and were in the ordinary course of business.
All related party transactions were placed before the Audit Committee as also the Boardfor approval. Prior approval of the board and Audit Committee were obtained on a quarterlybasis for the transactions which were of a foreseen and repetitive nature if any.
The details are given in Annexure-B
VIGIL MECHANISM / WHISTLE BLOWER POLOCY
The Company has a Vigil Mechanism/ Whistle Blower Policy to deal with instance of fraudand mismanagement if any. Further a dedicated helpline has been set up by the company inLine management. The helpline can be contacted to report any suspected or confirmedincident of fraud/misconduct. Details of the Policy are available on the company's website
CODE OF CONDUCT
The Board has framed and approved code of conduct for Board of Directors and seniormanagement of the company in Compliance with Regulation 17(5) of 5EBI (Listing Obligation& Disclosure Requirements) Regulation 2015.
At the 52"^ AGM held on July 16 2019 the Members approved appointment of M/s JFI5& Associates-LLP Chartered Accountants (13328BW/W100099) as Statutory Auditors ofthe Company to hold office for a period of five years from the conclusion of that AGM tillthe conclusion of the 57*'" AGM subject to ratification of their appointment byMembers at every AGM if so required under the Act. The requirement to place the matterrelating to appointment of auditors for Amendment) Act 2017 with effect from May 7 2018.Accordingly no resolution is being proposed for ratification of appointment of statutoryauditors at the 53''^ AGM.
The Auditor's Report for the financial year 2019-20 does not contain any qualificationreservation or adverse remark.
Pursuant to provision of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. Kiran Vaghela and Associates (C.P.No. 18617) Anand a firm of CompanySecretaries in practice to undertake the Secretarial Audit of the Company. The Report ofthe Secretarial Auditor of the company is annexed herewith as Annexure-C.
The Secretarial Auditor's Report for the financial year 2019-20 does not contain anyqualification reservation or adverse remark .
ANNUAL SECRETARIAL COMPLIANCE REPORT
As per BSE circular LIST/COMP/12/2019-20 dated May 14 2019 the company is claimingexemption under Regulation 15(2) of SEBI (LODR) Regulations 2015 accordingly company isnot required to submit Annual Secretarial Compliance Report to stock exchange.
Pursuant to the SEBI circular dated September 15 2014 and Regulation 15(2) containedin Chapter IV to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015dated 2"^ September 2015 in Connection with Corporate Governance isnot applicable to the company since the paid-up capital of the company is less than Rs.10 Crores and Net Worth of the company is below Rs. 25 Crores as on last day of previousfinancial year.
ENERGY CONSERVATION CHNOLOGY ABSORP- TION AND FOREIGN EXCHANGE EARNING AND OUTGO.
The information 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 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-D.
Your Company has not accepted any Fixed Deposits during the year.
DETAILS OF ORDER PASSED BY THE REGULATORS
There were no significant and material orders passed by the regulators or courts orTribunals Impacting the Going Concern Status and Company's Operation in the future.
EXTRACT OF ANNUAL RETURN
The Details forming the part of the extract of the Annual Return in the Form MGT-9 isattached herewith as Annexure-E.
PARTICULARS OF EMPLOYEES
There is no employee whose details is required to be disclosed pursuant to Section 197of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONa REDRESSAL) ACT 2013.
The Company has safe and healthy work environment that enables its employees to workwithout fear prejudices gender bias and Sexual harassment and also set up guideline inline with the requirement of The Sexual Flarassment of Women at workplace (PreventionProhibition & Redressal) Act 2013.
Company has not received any complaints during the financial year.
Your Directors place on record their sincere appreciation for overwhelming co-operationand assistance received from investors customers business associates bankers as wellas regulatory and governmental authorities. Your Directors also thank the employees at alllevels who through their dedication co-operation support and smart work have enabledthe Company to achieve growth.
|For and on behalf of Board's Directors of Rolcon Engineering Company Limited |
|Chairman & WTD |
|DIN: 00494016 |
|Vallabh Vidyanagar |
|August 6 2020. |