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Rolcon Engineering Company Ltd.

BSE: 505807 Sector: Engineering
NSE: N.A. ISIN Code: INE775R01013
BSE 00:00 | 02 Dec 281.60 -12.40
(-4.22%)
OPEN

281.60

HIGH

281.60

LOW

281.60

NSE 05:30 | 01 Jan Rolcon Engineering Company Ltd
OPEN 281.60
PREVIOUS CLOSE 294.00
VOLUME 200
52-Week high 360.90
52-Week low 124.10
P/E 6.21
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 281.60
CLOSE 294.00
VOLUME 200
52-Week high 360.90
52-Week low 124.10
P/E 6.21
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rolcon Engineering Company Ltd. (ROLCONENGGCO) - Director Report

Company director report

To

THE MEMBERS OF

ROLCON ENGINEERING CO. LTD.

Your Directors takes pleasure in presenting the 55th Annual Reporttogether with the Audited Financial Statements (consolidated & standalone) andAuditors? Report for the financial year ended March 31 2022. The financialhighlights for the year under review are given below:

(Amt. in Lakh except EPS)

Standalone Consolidated
Particulars F. Y. F. Y. F. Y. F. Y.
2021-22 2020-21 2021-22 2020-21
Revenue 4189.80 2556.14 4189.80 2556.14
Other Income 64.20 55.97 64.20 55.97
Total Income 4254.00 2612.11 4254.00 2612.11
Expenses
Operating Expenditure 3765.71 2451.56 3765.71 2451.56
Depreciation and amortisation Expenses 75.27 60.89 75.27 60.89
Total Expenses 3840.58 2512.45 3840.58 2512.45
Profit Before Finance Cost and Tax 413.42 99.66 413.42 99.66
Finance Cost 11.69 5.81 11.69 5.81
Share of Profit/Loss of Associates 0 0 -2.93 -1.51
Profit Before Tax (PBT) 401.73 93.85 398.80 92.34
Tax Expenses 109.08 36.49 109.08 36.49
Profit After Tax (PAT) 292.65 57.36 289.72 55.85
Other Comprehensive income
-Re-measurements of the defined benefit plans 6.86 -7.17 6.86 -7.17
-Equity instruments through other comprehensive income 9.92 21.49 9.92 21.49
-Fair value Changes on Investment of Associates Company 0 -0.11
-Fair Value Changes in Investment 8.74 8.74
Profit For the year 318.17 71.68 315.13 70.17
Attributable to:
Shareholders of the Company 318.17 71.68 315.13 70.17
Opening Balance of retained Earning 452.41 418.56 450.90 418.56
Closing Balance of retained Earing 780.72 473.91 776.17 472.39
Equity share capital 75.60 75.60 75.60 75.60
Reserve 1394.89 1088.07 1390.34 1086.56
EPS (in Rs.) 38.71 9.48 38.32 9.28

PERFORMANCE

During the year your Company has achieved very good performance whereconsolidated revenue from operations reached at Rs. 4189.80 Lakh as compared to Rs.2556.14 lakh in previous year and Operational Profit (PBT) stood at 398.80 lakh ascompared to 92.34 Lakh in previous year. Your Company?s performance has beendiscussed in detail in the ‘Management Discussion and Analysis Report?.Management had no extraordinary impact and least adjustment requisite in the financialresults of F.Y. 2021-22. Further the management will continue to closely monitor thedevelopments and possible impact of expected wave of COVID- 19 and conflict bit in russiaand ukraine if any on its Financial Condition Liquidity and operation.

There are no material changes and commitments affecting the financialposition of your Company which have occurred between the end of the year and date of thisreport. Further there has been no change in the nature of business of the Company.

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for thefinancial year ended March 31 2022.

DIVIDEND

The Board of Directors of your Company has Recommend dividend @ 20% perequity share of Rs.10/- for F.Y. 2021-22 payable to those shareholders whose names appearin the Register of Members as on the Book Closure/Record Date.

SHARE CAPITAL

During the year under review the Company has not altered/modified itsauthorized share capital and has not issued any shares including equity shares withdifferential rights as to dividend voting or otherwise. The Company?s paid-up equityshare capital stood at Rs. 75.60 lakh as on March 31 2022.

PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS

Detail of the loan Guarantees and investments covered under provisionof section 186 of the company Act 2013.

(Rs. in Lakh)

Particular Amount
Investment in mutual fund 100.39
Investment in Equity Instruments 0.08
Investment in Equity Instruments of Associates 79.49
Total Investment 179.96

FIXED DEPOSIT

Your Company has not accepted any Deposits under Chapter V of the Actduring the year and as such no amount of principal or Interest on Deposit from public isoutstanding as on March 31 2022.

IEPF

During the year your company has not transferred any amount of Dividendincluding Share to IEPF.

ASSOCIATE COMPANY

M/s. Sudeep Rub-Chem Private Limited is an Associate Company of theCompany and Pursuant to the Section 129(3) of the Companies Act 2013 read with rule 5 ofthe Companies (Accounts) Rules 2014 a statement containing silent features of theFinancial Statements of the Company?s Associate Company in form No. AOC–1 isattached in the Annexure-A.

Management Discussion & Analysis Report

Pursuant to Regulation 34(2) of Securities and Exchange Board of India(LODR) Regulation 2015 a Management and Discussion and Analysis report is given in the Annexure-B.

DIRECTORS and KMPs

• The Board at its meeting held on October 30 2021 onrecommendation of the Nomination and Remuneration Committee had appointed Mr. WolfgangFuchs (DIN: 07317102) and Shri Kiran Patel (DIN: 00084171) subject to the approval of themembers.

• All Independent Directors have given Declarations that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013.

• The Board of the Company is duly constituted and none of theDirectors of your company is disqualified as per section 164(2) of the Companies Act2013. Your Directors have made necessary disclosures as required under various provisionsof Companies Act 2013 and SEBI (LODR) Regulation 2015.

BOARD EVALUATION

In Compliance with the provisions of the Companies Act 2013 andRegulation 25(4)(a) of the SEBI Regulation Annual Performance evaluation of the Board andits Directors was carried out on based of selected parameters. All the Board Members haveevaluated the Performance of Board as whole Individual Performance of each Board memberand the Chairman Managing Director and Board Committees of the Company considering theviews of executive directors and non-executive directors. In a separate meeting of theindependent directors performance of the independent and the non-independent directorswas evaluated.

There are no such material observations which are carried by theDirectors on evaluation of the Board. Further in the view of previous year?sobservation company has taken steps as suggested by the Directors.

MEETINGS OF BOARD AND COMMITTEES

The Board met 4 (Four) times during the year and the intervening gapbetween the meetings was within the period prescribed under the Act and the SEBI ListingRegulations and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI.The Details of the meetings of Board of Directors Audit Committee and Nomination &Remuneration Committee held for the F.Y. 2021-22 are given in

Annexure-C.

i) AUDIT COMMITTEE

The Audit Committee helps Board monitor the management?s financialreporting process and ensures that Disclosures are accurate timely and at highest level.It also oversees the Work of internal and independent Auditors. During the year underreview all recommendations made by the Audit Committee were accepted by the Board.

Audit Committee is formulated by the Company with the followingComposition;

1. Shri Kiran M. Patel:

Chairman of the Audit Committee

2. Shri Ashish S. Amin:

Member of the Audit Committee

3. Shri Mahesh H. Joshi:

Member of the Audit Committee

ii)NOMINATION & REMUNERATION COMMITTEE AND POLICY

Our Nomination & Remuneration Committee is formulated by theCompany with the following Composition;

1. Shri Kiran M. Patel:

Chairman of the N & R Committee

2. Dr Arpita A. Amin:

Member of the N & R Committee

3. Shri Mahesh H. Joshi:

Member of the N & R Committee

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The detailed remuneration policy is available on thecompany?s website: www.rolconengineering.com

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act 2013and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate meeting of the Independent Directors was held on February 32022.

The Independent Directors at the meeting inter alia reviewed thefollowing:-

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company taking into accountthe views of Executive Directors and Non-Executive Directors.

• Assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

DIRECTOR?S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your directors make the followingstatements in the terms of the section 134(3)C and 134(5) of the Company Act 2013:

a) That in the preparation of the Annual financial statements for theyear ended March 31 2022 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any; b) That such accountingpolicies have been selected and applied consistently and judgment and estimates have beenmade that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the company as at March 31 2022 and of the profit of the Company for the yearended on that date; c) That Proper and sufficient care has been taken for maintenance ofadequate accounting records in accordance with provisions of the Companies Act 2013 andfor safeguarding the assets of the Company for preventing and detecting fraud and otherirregularities; d) That the Annual Accounts have been prepared on a going concern basis;e) That the proper internal financial controls were in place and that the financialcontrol were adequate and were operating effectively; f) That proper systems have beendevised to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

Your Company has adopted a Related Party Transactions Policy. The AuditCommittee reviews this policy from time to time and also reviews and approves all relatedparty transactions to ensure that the same are in line with the provisions of applicablelaw and the Related Party Transactions Policy. The policy was amended by the Board ofDirectors on March 31 2022 to incorporate the new requirements introduced under the SEBIListing Regulations.

All related party transactions that were entered into during thefinancial year were on at arm?s length basis and were in the ordinary course ofbusiness.All the related party transactions were placed before the Audit Committee forprior approval or omnibus approval as case may be. Prior approval of the board and AuditCommittee were obtained on a quarterly basis for the transactions which were of a foreseenand repetitive nature if any.

Hence No such contract or arrangement with Related Parties referred toin Section 188 (1) of the Act entered by the Company during the year which required to bedisclosed in Form AOC-2.

Further Company has framed a policy on RPTs for the purpose ofidentification approval and monitoring of such transactions. The policy on Related PartyTransactions is hosted on the company?s website: www.rolconengineering.com.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal withinstance of fraud and mismanagement if any. Further a dedicated helpline has been set upby the company in Line management. The helpline can be contacted to report any suspectedor confirmed incident of fraud/misconduct. Details of the Policy are available on thecompany?s website: www.rolconengineering.com.

CODE OF CONDUCT

The Board has framed and approved code of conduct for Board ofDirectors and senior management of the company in Compliance with Regulation 17(5) of SEBI(Listing Obligation & Disclosure Requirements) Regulation 2015. Details of the Policyare available on the company?s website: www.rolconengineering.com

INTERNAL FINANCIAL CONTROLS

Adequate internal financial controls are in place which ensures thereliability of financial and operational information. The regulatory and statutorycompliances are ensured to enables the business processes and also ensures financialdiscipline and fosters accountability.

INTERNAL AUDITOR

Shri Kanchanlal M. Parikh (M.No. 008539) Chartered Accountant who isour internal auditors have carried out internal audit for the FY 2021-22. Their reportswere reviewed and consider by the Audit Committee.

AUDITORS

At the 52 AGM held on July 16 2019 the Members have appointment ofM/s JHS & Associates-LLP Chartered Accountants (133288W/W100099) as StatutoryAuditors of the Company to hold office for a period of five (5) years from the conclusionof that AGM till the conclusion of the 57 AGM (F.Y. 2023-24).

There are no qualifications reservations or adverse remarks made byStatutory Auditors in their report for the F.Y. 2021-22.

SECRETARIAL AUDIT

Pursuant to provision of Section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas appointed 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-D.

The Secretarial Auditor?s Report for the financial year 2021-22does not contain any qualification reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

As per BSE circular LIST/COMP/12/2019-20 dated May 14 2019 thecompany is claiming exemption under Regulation 15(2) of SEBI (LODR) Regulations 2015accordingly company is not required to submit Annual Secretarial Compliance Report tostock exchange.

CORPORATE GOVERNANCE

Pursuant to the SEBI circular dated September 15 2014 and Regulation15(2) contained in Chapter IV to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 dated September 2 2015 in Connection with Corporate Governance is notapplicable 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 TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO.

The information on Conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewithas Annexure–E.

DETAILS OF ORDER PASSED BY THE REGULATORS

There were no significant and material orders passed by the regulatorsor courts or tribunals Impacting the Going Concern Status and Company?s Operation inthe future.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return ofthe Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of theCompanies (Management and Administration) Rules 2014 (as amended) is placed on thewebsite of the company and is accessible at the weblink:http://rolconrngineering.com/Annual-Return.aspx

PARTICULARS OF EMPLOYEES

There is no employee whose details is required to be disclosed pursuantto Section 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013.

The Company has safe and healthy work environment that enables itsemployees to work without fear prejudices gender bias and Sexual harassment and also setup guideline in line with the requirement of The Sexual Harassment of Women at workplace(Prevention Prohibition & Redressal) Act 2013. Further Your Company has in place aSexual Harassment Prevention and Grievance Handling Policy in line with the requirement ofthe provision of the Act. Company has not received any complaints during the financialyear.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation foroverwhelming co-operation and assistance received from investors customers businessassociates bankers as well as regulatory and governmental authorities. Your Directorsalso thank the employees at all levels who through their dedication co-operationsupport and smart work have enabled the Company to achieve growth.

For and on behalf of Board of Directors of

Rolcon Engineering Company Limited

Sd/-

Suresh H. Amin

Chairman & WTD

DIN: 00494016

Vallabh Vidyanagar

May 20 2022.

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