The Members of
Your Board of Directors are pleased to present the 50th Annual Report of theCompany for the Financial Year ended 31st March 2021.
1. FINANCIAL RESULTS
The standalone and consolidated financial statements for the financial year ended March31 2021 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
Key highlights of financial performance of your Company for the financial year 2020-21are provided below:
(Rupees in Lakhs)
|PARTICULARS || |
| ||Financial Year ended 31.03.2021 ||Financial Year ended 31.03.2020 ||Financial Year ended 31.03.2021 ||Financial Year ended 31.03.2020 |
|Revenue from Operations ||40.33 ||59.59 ||5837.91 ||14228.84 |
|Other Income ||8.01 ||45.04 ||1035.73 ||244.18 |
|Total Revenue ||48.35 ||104.63 ||6873.64 ||14473.02 |
|Total Expenses ||161.59 ||148.93 ||9807.65 ||16763.59 |
|Profit/(Loss) before Tax and Exceptional Items ||(113.24) ||(44.30) ||(2934.01) ||(2290.57) |
|Exceptional Items ||4820.17 ||58.37 ||2489.14 ||0.55 |
|Profit/(Loss) before Tax ||4706.93 ||14.08 ||(444.87) ||(2290.02) |
|Tax Expenses ||406.80 || ||(406.80) ||(8.81) |
|Share of Profit/(Loss) of Associates and Joint Venture || || ||(88.09) ||(29.71) |
|Net profit/(Loss) for the year ||4300.13 ||14.08 ||(939.77) ||(2328.54) |
|Other comprehensive (loss)/income for the year || ||87.15 ||3.21 |
|Total comprehensive income for the year ||4300.13 ||14.08 ||(852.62) ||(2325.33) |
|EPS ||1.72 ||0.01 ||(0.21) ||(0.82) |
2. FINANCIAL PERFORMANCE
During the period under review based on Standalone financial statements the Companyearned Total revenue for the year ended 31.03.2021 of Rs.48.35 Lakhs as compared to Rs.104.63 Lakhs for the previous year ended 31.03.2020. Profit after Tax for the year ended31.03.2021 stood at Rs. 4300.13 Lakhs as compared to Profit after Tax of Rs. 14.08 Lakhsin the previous year ended 31.03.2020.
During the period under review based on Consolidated Financial Results the Companyearned Total Revenue for the year ended 31.03.2021 of Rs. 6873.64 Lakhs as compared toRs. 14473.02 Lakhs for the previous year ended 31.03.2020.
The Consolidated Net Loss after Tax for the year ended 31.03.2021 stood at Rs.939.77Lakhs as compared to Loss after Tax of Rs. 2328.54 Lakhs in the previous year.
3. CONSOLIDATED FINANCIAL STATEMENT
In pursuance of the provision of Section 129 (3) of Companies Act 2013 a company hasone or more subsidiaries or associate companies it shall in addition to standalonefinancial statements prepares a consolidated financial statement of the company and ofall the subsidiaries and associate companies in the same form and manner as that of itsown and in accordance with applicable accounting standards which shall also be laidbefore the annual general meeting of the company along with the laying of its financialstatement. Your Company has Subsidiaries and associate company (Joint Venture) andconsolidation of the same is mandatory as per the Companies (Amendment) Act 2017.
The directors also present the audited consolidated financial statements incorporatingthe duly audited financial statements as prepared in compliance with the Companies Act2013 applicable Accounting Standards and SEBI Listing Regulations 2015 as prescribed bySEBI is provided in the Annual Report. In accordance with Section 129 of the CompaniesAct 2013 Consolidated Financial Statements are attached and form part of the AnnualReport and the same shall be laid before the ensuing Annual General Meeting along with theFinancial Statements of the Company.
4. OPERATIONS REVIEW AND STATE OF COMPANY S AFFAIRS
Rollatainers Limited (The Company) operates as an integrated packaging solutionorganisation with business encompassing research manufacturing and marketing Lined andmono Cartons and Packaging Machines. The shares of the company are listed on BSE Limitedand National Stock Exchange of India Limited.
The State of affairs of the Company is detailed in the Management Discussion &Analysis Report forming part of this Annual Report.
5. IMPACT OF COVID-19
The World Health Organisation (WHO) declared COVID-19 a global pandemic on March 2020and the Ministry of Home Affairs Government of India on March 24 2020 notified the firstever nationwide lockdown in India to contain the outbreak of COVID-19. Consequently onMarch 26 2020 the operations were shut down completely. Company followed the samekeeping a people-first approach.
The year 2020-21 was plagued with COVID-19 and subsequent lockdowns imposed across theworld to contain the virus spread economic activities came to a standstill initially. Theoutbreak of the Wuhan Virus and its spread across the globe including the Indiansub-continent has contributed to a significant decline and volatility in the global andIndian financial markets and slowdown in economic activities.
The health of our employees is of paramount importance. With the outbreak of COVID-19virus Company has taken extra precautions at workplaces to ensure that all its employeesare protected well against the virus. These measures include conducting regularsanitization drives across our offices & factories and regular communication withemployees to ensure their physical and mental wellbeing. These are challenging times andthe Company has taken several steps to stay connected with our workforce and customers andto support them during these uncertain times.
The Company has carried out its initial assessment of the likely adverse impact oneconomic environment and financial risk because of the Wuhan Virus (Covid-19). The Companyoperates as an integrated packaging solution organization with business encompassingresearch manufacturing and marketing Lined and mono Cartons and Packaging Machines.
The macroeconomic consequences of the COVID-19 pandemic and the associated impact onour business remain difficult to assess. For certain a recession is imminent whoseextent duration and development cannot be predicted.
Even if the demand for our products packaging for consumer staples has certainresilience and is currently doing well overall it is difficult for us to assess how muchis attributable to end- consumption or stockpiling. On the cost side we are facing priceincreases for the important raw material of recovered paper which we are countering withhigher prices for recycled fiber-based carton board. The prices of raw material have beenincreased by 50% post COVID-19. Due to short-term visibility and macroeconomicuncertainties a further assessment for the current year is not possible at the moment. Inany case sustained investment activity should further strengthen the competitiveness ofyour Company.
We will remain resolute in our goals of employee safety business continuity and ofbeing a trusted partner to our customers.
During the period under review your Directors does not recommend any dividend on theequity shares for the year ended March 31 2021 as the Company requires ploughing back ofthe profits to the working capital of the Company and expects better results in the comingyears.
7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 124(6) of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 as amendedfrom time to time all the shares in respect to which dividend has remainedunclaimed/unpaid for a period of Seven Consecutive year or more are required to transferin the name of IEPF but the company is not required to transfer the said amount to theIEPF established by the Central Government as the company has not declared any dividend inany financial year. Subsequent to the year end the Company has transferred the amount ofmatured deposits to the Investor Education Protection Fund.
8. TRANSFER TO RESERVES
Your Company has not transferred any amount under the head Reserve in the FinancialStatements for the Financial Year ended March 31 2021. Whereas the company has incurredlosses during the period and has transfer the amount under the head Retained Earnings inOther Equity to the Financial Statements for the Financial Year ended March 31 2021 asprepared according to Indian Accounting Standards (Ind AS).
9. CAPITAL STRUCTURE OF THE COMPANY
The Share Capital Structure of the Company is categorised into two classes:-
|S.No Particulars ||Equity Share Capital ||Preference Share Capital |
|1. Authorised Share Capital ||470000000 ||180000000 |
|2. Paid Up Share Capital ||250130000 ||114000000 |
|3. Value per Share ||1 ||100 |
Preference Share Capital:
(i) 140000 10% Non Convertible Redeemable Preference Shares of Rs. 100/- each.
(ii) 1000000 2% Redeemable Non Cumulative Non Convertible Preference Shares of Rs.100/- each. During the period under review there was no public issue rights issue bonusissue or preferential issue etc. during the year. The Company has not issued shares withdifferential voting rights sweat equity shares nor has it granted any stock options.
10. 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 2021 248790730 Equity Sharesrepresenting 99.465 % 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 INE927A01040.
11. 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 for the quarterended 30th June 2020 30th September 2020 31stDecember 2020 and 31st March 2021 by a Company Secretary in Practise. Thepurpose of the audit was to reconcile the total number of shares held in NationalSecurities Depository Limited (NSDL) Central Depository Services (India) Limited (CDSL)and in physical form with respect to admitted issued and paid up capital of the Company.
The above mentioned Reconciliation of Share Capital Audit Report was duly submitted tothe BSE Limited and National Stock Exchange of India Limited where the Equity Shares ofthe Company are listed.
12. CHANGE OF REGISTERED OFFICE
During the financial year under review there was no change in the Address ofRegistered Office of the Company.
13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and date of this report. There has been nochange in the nature of business of the Company.
14. FINANCIAL STATEMENTS OF THE COMPANY
The Financial Statements of the Company for the FY 2020-21 are prepared in compliancewith the applicable provisions of the Act Accounting Standards and as prescribed bySecurities and Exchange Board of India (SEBI) under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as the SEBI ListingRegulation).
The Audited Financial Statements along with Auditor s Report for the FY 2020-21 intoconsideration have been annexed to the Annual Report and are also made available on thewebsite of the Company which can be accessed at www.rollatainers.in .
15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company has following Subsidiary Companies and Associate Companies as on March 312021:
|S.No. Name of the Company ||Status ||% holding || |
|1 R T Packaging Limited ||Subsidiary ||90 ||2(87) |
|2 Boutonniere Hospitality Private Limited ||Associate ||30.90 ||2(6) |
|3 Oliver Engineering Private Limited ||Associate ||48 ||2(6) |
|3 Rollatainers Toyo Machine Private Limited ||Associate (Joint Venture) ||50 ||2(6) |
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/Joint Ventures/associates and the report on their performance and financialposition in Form AOC-1 is annexed to the financial statements and forms part of the AnnualReport which covers the financial position of the associate Company.
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.
16. CORPORATE GOVERNANCE
In compliance with the Regulation 34 read together with Schedule V of the ListingRegulations a detailed report on Corporate Governance is given as an Annexure and formsan integral part of the Annual Report. A Certificate from the Practicing Company Secretaryconfirming compliance of the conditions of Corporate Governance as stipulated under theListing Regulations is appended to the Corporate Governance Report. A Certificate of theWhole Time Director (WTD) and Chief Financial Officer (CFO) of the Company in terms ofRegulation 17(8) of the Listing Regulations is also annexed.
17. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and 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 concern basis; and
e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;
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.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Change in Directors during the Financial Year ended March 31 2021:- During theperiod under the review there has been following series of change on Board of Directors:
1. Mr. Vivek Kumar Agarwal resigned from the position of Non-ExecutiveIndependent Director with effect from 15th August 2020.
2. Mr. Amit Gupta was appointed as Non-Executive Independent Director with effectfrom 15th September 2020.
3. Ms. Arti Khanijo resigned from the position of Non-Executive IndependentDirector with effect from 22nd September 2020.
4. Mr. Anupam Jain was appointed as Non-Executive Independent Director witheffect from 23rd November 2020.
Further there has been no change in the directorship of the company.
(b) Retire by Rotation on the Board of Directors of the Company:- In accordance withthe provisions of Section 152 the Companies Act 2013 and the Article of Association ofthe Company read with Companies (Appointment and Qualification of Directors) Rules 2014Mr. Aditya Malhotra (DIN: 02191303) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The details as requiredunder Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 regarding Mr. Aditya Malhotra (DIN: 02191303) are provided in the Noticeof the 50th Annual General Meeting. The Board recommends his re-appointment.
(c) Independent Directors: - All the Independent Directors of the Company have giventheir respective requisite declarations that they meet the criteria of independence asprovided in Section 149(6) of the Companies Act 2013 and Regulations 16 & 25 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.
(d) Key Managerial Personnel: Pursuant to the provisions of Section 203 of theCompanies Act 2013 and the rules made there under there has been following change in theKey Managerial Personnel:
1. Ms. Aditi Jain was appointed for the position of Company Secretary andCompliance Officer of the Company with effect from 18th February 2021.
A brief resume of the Director proposed to be appointed/ re-appointed highlightingtheir industry expertise in specific functional areas names of Companies in which theyhold directorships is provided in the notice forms part of the notice forming part ofAnnual Report.
As on 31.03.2021 Composition of Board and KMPs is as under:
|Mrs. Aarti Jain ||Non- Executive Non - Independent Director (Chairperson) |
|Mr. Aditya Malhotra ||Non- Executive Non - Independent Director |
|Mr. Pyush Gupta ||Executive Director (Whole Time Director) |
|Mr. Amit Gupta ||Non- Executive Independent Director |
|Mr. Brajinder Mohan Singh ||Non- Executive Independent Director |
|Mr. Anupam Jain ||Non- Executive Independent Director |
|Mr. Manbar Singh Rawat ||Chief Financial Officer (CFO ) |
|Ms. Aditi Jain ||Company Secretary (CS) |
Further stated that there has been no other change in the directors and Key ManagerialPersonnel of the Company except as stated above. None of the Directors are disqualified ason 31st March 2021 from being appointed as director in pursuance of Section 164 of theCompanies Act 2013.
19. FAMILIARIZATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies Act 2013 readwith Companies (Meeting of the Board and its powers) Rules 2014 and SEBI (ListingObligations and Disclosure Requirements) Requirements 2015 yours Company had adopted afamiliarisation programme for independent directors to familiarise them with the Companytheir role rights responsibilities in the Company nature of the industry in which theCompany operates business model management structure industry overview internalcontrol system and processes risk management framework functioning of various divisionsHR Management CSR activities etc.
Your company aims to provide their Independent Directors insight into the Companyenabling them to contribute effectively. The Company arranges site visit for theDirectors giving them insight of various projects and Directors are also informed ofvarious developments relating to the industry on regular basis and are provided withspecific regulatory updates from time to time.
Details of the familiarization programme of the Independent Directors are available onthe website of the Company (URL: http://www.rollatainers.in/investors.php)
20. 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.
21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors have met 06 (Six) times during the financial year under reviewin respect of which meetings proper notices were given and proceedings were properlyrecoded and the details of which are provided in the Corporate Governance Report thatforms part of this Annual Report. The intervening gap between any two Meetings was withinthe period as prescribed under the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
1. 14th August 2020
2. 15th September 2020
3. 15th September 2020
4. 23rd November 2020
5. 23rd November 2020
6. 18th February 2021
22. BOARD EVALUATION
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 theBoard evaluated the effectiveness of its functioning and that of the committees and ofindividual 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 andthe fulfilment 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 reviewedthe co-ordination between the Company management and the Board which is required for theBoard to effectively and reasonably perform their duties.
23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial control across the organization.The same is subject to the review periodically by the internal auditor for itseffectiveness. The management has established internal control systems commensurate withthe size and complexity of the business. The internal control manual provide for astructured approach to identify rectify monitor and report gaps in the internal controlsystems and processes. To maintain its objectivity and independence the internal auditfunction reports to the chairman of the Audit Committee and all significant auditobservations and corrective actions are presented to the Committee.
1. STATUTORY AUDITORS AND THEIR REPORT
Pursuant to provisions of Section 139 of the Companies Act 2013 and rules framed thereunder the statutory auditors of the Company M/s Shukla Gupta & Arora PractisingChartered Accountants (FRN: 027335N) was appointed with effect from 15th September 2020until the conclusion of 50th Annual General Meeting of the Company and such remunerationas may be fixed by the Board.
M/s Shukla Gupta & Arora Practising Chartered Accountants (FRN: 027335N) havefurnished a certificate of their eligibility under Section 139 and 141 of the CompaniesAct 2013 and the Rules framed thereunder for the appointment as Auditors of the Company.Also as required under Regulation 33(1)(d) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the auditors have confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.
The Auditor s Report for Financial Year ended March 31 2021 does not contain anyqualifications reservations or adverse remarks and the notes on Financial Statementsreferred to in the Auditors Report are self-explanatory. The Report is attached hereto andis self-explanatory requiring no further elucidation or clarification.
However for the Financial Year ended March 31 2021 the auditors M/s Shukla Gupta& Arora Chartered Accountants had not reported any matter under section 143(12) ofthe Companies Act 2013 therefore no detail is required to be disclosed under Section134(3) of the Act.
DETAIL OF FRAUD AS PER AUDITORS REPORT
There is no fraud in the Company during the financial statements ended 31stMarch 2021 this is also being supported by the report of the auditors of the Company asno fraud has been reported in their audit report for the financial statements ended 31stMarch 2021.
MANAGEMENT COMMENT ON AUDIT QUALIFICATION:
During the year the Statutory Auditors have not reported any matter under Section143(12) of the Companies Act 2013. Therefore no detail is required to be disclosed underSection 134(3) (ca) of the Companies Act 2013.
2. SECRETARIAL AUDITORS AND AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s S. Khurana &Associates Company Secretaries (COP: 13212) has undertaken the Secretarial Audit of theCompany for the financial year 2020-21. The Report of the Secretarial Audit in Form MR-3for the period ended March 31st 2021 is annexed as Annexure II to the Reportwhich forms an integral part of this report. Further the Secretarial Audit Report in FormMR-3 for Material Subsidiary is also annexed as Annexure III.
MANAGEMENT COMMENT ON AUDIT QUALIFICATION:
Due to extraordinary situations created by COVID-19 pandemic inadvertently delay wascaused in filing/ reporting under various Regulations under SEBI(LODR) Regulations 2015and sections under Companies Act2013. Further this is for kind attention that allpenalty/fines have been paid as imposed by Stock Exchange(s). As on now date Company isfollowing regime of doing timely filing and compliance.
3. SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) 2015 M/s S. Khurana & Associates Company Secretaries inpractise has undertaken the Secretarial Compliance of the Company for the financial year2020-21. The Report of the Secretarial Compliance Report in prescribed format for theperiod ended March 31 2021 is annexed as Annexure IV to the Report.
25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 have been provided if any in the accompanying FinancialStatements.
26. 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 V which forms part of this Annual Report.
In requirements of the Companies Act 2013 and Listing Regulations your Company hasformulated a Policy on Related Party Transactions which is available on Company s websiteat www.rollatainers.in
27. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 & Section134(3)(a) of the CompaniesAct2013 read with Rule 12(1) of the Companies (Management and Administration) Rules2014 extract of Annual return of the Company for the year ended March 31st 2020 in formMGT- 9 is attached as Annexure-VI to this report.
And in terms of Section 134(3) (a) of the Companies Act 2013 extract of Annual Returnis also available on the website of the Company at www.rollatainers.in .
28. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated for the financial year 2020-21 under Section 134(3) (m) ofthe Companies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 isannexed herewith as Annexure VII which forms an integral part to this Report.
29. DISCLOSURE REQUIREMENTS
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)
30. COMMITTEES OF THE BOARD
The Company s Board has the following Committees:
(ii) Nomination and Remuneration Committee
(iii) Stakeholders Relationship Committee
(iv) Corporate Social Responsibility Committee
in the Corporate Governance Section of the Annual Report.
31. 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 a Director(s)/Key ManagerialPersonnel and their remuneration. The nomination and remuneration policy is available onthe website of the Company (http://www.rollatainers.in/investors.php).
32. CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the Company and therelated details for the period 2020-21 are set out in Annexure VIII of this report as perthe format prescribed in the Companies (Corporate Social Responsibility Policy) Rules2014. The Composition of CSR committee and other related details are provided in theCorporate Governance section forming part of this Report. The policy is available on thewebsite of the Company.
33. AUDIT COMMITTEE
The Board has constituted an Audit Committee in terms of Listing Regulations andSection 177 of Companies Act 2013 which comprises Mr. Amit Gupta Chairman(Independent Director) Mr. Pyush Gupta (Whole Time Director) and Mr.Anupam Jain(Independent Director) as the Members.
The Board of Directors have accepted all the recommendations of the Audit Committeeifany.
34. VIGIL MECHANISM.
The Company has in place a vigil mechanism in the form of Whistle Blower Policy forDirectors and Employees in Compliance with Section 177(9) of the Act and Regulation 22 ofthe SEBI Regulations to report genuine concerns regarding unethical behavior andmismanagement if any. It aims at providing avenues for employees to raise complaints andto recieve feedback on any action taken and seeks to reassure the employees that they willbe protected against victimization and for any whistle blowing conducted by them in goodfaith. The policy is intended to encourage and enable the employees of the Company toraise serious concerns within the organization rather than overlooking a problem orhandling 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 confidentiality of those reporting violations is maintainedand they are not subjected to any discriminatory practice. The said Whistle Blower Policyhas been disseminated on the Company s website at www.rollatainers.in.
35. 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 IX to this Report. The Particulars of employees as required in termsof the provisions of Section 197 read with Rules 5 (2)& (3) of the Companies(Appointment and Remuneration of Managerial Personnel) rules2014 are also included inAnnexure IX to this Report.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India with respect to Board Meeting & GeneralMeeting.
37. RISK MANAGEMENT
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.
38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION
AND REDRESSAL) 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 women employees (permanent contractual temporary trainees) are covered underthis policy. During the period 2020-21 no complaints were received by the committee.
39. PUBLIC DEPOSITS
During the period under review the Company has not accepted any deposits from publicmembers or employees under the Companies Act 2013 and as such no amount of principal orinterest on public deposits was outstanding as on the date of balance sheet.
40. 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.
41. LISTING AT STOCK 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 2020-21.
42. HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS
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.
Industrial relation continued to remain cordial at all level of the employee during theyear.
43. INVESTOR RELATIONS
Your Company always endeavors to promptly respond to shareholders requests/grievances.Each and every issue raised by the shareholders is taken up with utmost priority and everyeffort is made to resolve the same at the earliest. The Stakeholders RelationshipCommittee of the Board periodically reviews the status of the redressal of investorsgrievances.
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 theirsincere thanks 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 : New Delhi ||Aarti Jain |
|Date : 01st November 2021 || |
DIN: 00143244 (Chairperson)