The Members of
Your Directors are pleased to present the 48th Annual Report on the businessand operations of your Company along with the audited financial statements for the periodended 31st March 2019.
The standalone and consolidated financial statements for the financial year ended March31 2019 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 2018-19are provided below:
(Rupees in Lakhs)
|PARTICULARS ||Standalone ||Consolidated |
| ||Financial Year ended 31.03.2019 ||Financial Year ended 31.03.2018 ||Financial Year ended 31.03.2019 ||Financial Year ended 31.03.2018 |
|Revenue from Operations ||40 ||1601.12 ||13535 ||13668.13 |
|Other Income ||35 ||143.74 ||317 ||792.62 |
|Total Revenue ||75 ||1744.87 ||13852 ||14460.75 |
|Total Expenses ||188 ||1904.75 ||15633 ||16313.10 |
|Profit/(Loss) before Tax and || || || || |
|Exceptional Items ||(113) ||(159.88) ||(1782) ||(1852.35) |
|Exceptional Items ||(7257) ||(219.06) ||68 ||(1625.21) |
|Profit/(Loss) before Tax ||(7370) ||59.18 ||(1714) ||(227.14) |
|Tax Expenses ||(611) ||161.38 ||(669) ||253.99 |
|Share of Profit/(Loss) of Associates and Joint Venture ||0 ||0 ||0 ||(71.28) |
|Net profit/(Loss) for the year ||(7981) ||(102.20) ||(2382) ||(44.43) |
|Other comprehensive (loss)/income for the year ||0 ||0 ||8 ||12.05 |
|Total comprehensive income for the year ||(7981) ||(102.20) ||(2374) ||(32.38) |
|EPS ||(3.19) ||(0.04) ||(0.95) ||(0.02) |
During the period under review based on Standalone financial statements the Companyearned Total revenue amounting to Rs. 75.00 Lakhs as compared to Rs. 1744.87 Lakhs in theprevious year. Loss after Tax stood at Rs. 7981.00 Lakhs as against Loss after Tax of Rs.102.20 Lakhs in the previous year.
During the period under review the Company's consolidated revenue for the year ended31.03.2019 was Rs. 13852.00 Lakhs compared to Rs. 14460.75 Lakhs for the period ended31.03.2018. The Consolidated Net Loss for the year ended 31.03.2019 was Rs. 2382.00 Lakhscompared to loss of Rs. 44.43 Lakhs for the period ended 31.03.2018. The ConsolidatedTotal Comprehensive loss for the year ended 31.03.2019 was Rs. 2374.00 lakhs as comparedto Total Comprehensive loss of Rs. 32.38 lakhs for the year ended 31.03.2018.
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.
In view of losses incurred during the period under review the Board of Directors hasnot recommended any dividend on equity shares for the period ended March 31st2019.
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 dividendfor any financial year. Subsequent to the year end the Company has transferred the amountof matured deposits to the Investor Education Protection Fund.
TRANSFER TO RESERVES
Your Company has not transfer any amount under the head Reserve in the FinancialStatements for the Financial Year ended March 31 2019. Whereas the company has incurredlosses during the period and has transfer the amount under the head Retained Earnings inOther Reserves to the Financial Statements for the Financial Year ended March 31 2019 asprepared according to Indian Accounting Standards (Ind AS).
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 (in Rs.) ||470000000 ||180000000 |
|2. ||Paid Up Share Capital (in Rs.) ||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 bonus issue orpreferential issue etc. during the year. The Company has not issued shares withdifferential voting rights sweat equity shares nor has it granted any stock options.
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 and any amendment thereof. Thereport on Corporate Governance the Report on Management Discussion and Analysis (MDA) andthe requisite Certificate from the Auditors of the Company confirming compliance with theconditions of Corporate Governance are provided in a separate section which forms part ofthe Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that: a. In the preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures; b. the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit and loss of the Company for that period; c. theDirectors have taken proper and sufficient care 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; d.the Directors have prepared the annual accounts on a going concern basis; and e. theDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating effectively; f. theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company has following Subsidiary Companies and Associate Companies as on March 312019:
|S. No. ||Name of the Company ||Status ||% holding ||Applicable Section |
|1. ||Boutonniere Hospitality Pvt Ltd ||Subsidiary ||100 ||2(87) |
| ||(Formerly Known as Carnation Hospitality Pvt Ltd) || || || |
|2. ||R T Packaging Limited ||Subsidiary ||90 ||2(87) |
|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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Change in Directors during the Financial Year ended March 31 2019:- During the periodunder the review Mr. Sanjiv Basin Director of the Company has resigned from the Boardand all Committees of Board with effect from 11th December 2018 due topersonal and unavoidable circumstances.
Further the Board of Directors has appointed Mrs. Arti Khanijo as Non-ExecutiveIndependent Director with effect from 03rd August 2019.
a) Retire by Rotation on the Board of Directors of the Company:- In accordance with theprovisions of Section 152 the Companies Act 2013 and the Article of Association of theCompany read with Companies (Appointment and Qualification of Directors) Rules 2014 Mr.Aditya Malhotra (DIN: 02191303) retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment. The details as required underRegulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015regarding Mr. Aditya Malhotra (DIN: 02191303) are provided in the Notice of the 48thAnnual General Meeting. The Board recommends his re-appointment.
b) Independent Directors:- All the Independent Directors of the Company have givenrequisite declarations that they meet the criteria of independence as provided in Section149(6) of the Companies Act 2013 and Regulations 16 & 25 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 c) Key Managerial Personnel: Pursuant tothe provisions of Section 203 of the Companies Act 2013 and the rules made there underMr. Darshan Prasad Yadav Chief Financial Officer (CFO) has resigned from the Board witheffect from 01st August 2019. Further the Company is searching right candidatefor the position of Chief Financial Officer.
There has been no other change in the directors and Key Managerial Personnel of theCompany except as stated above.
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 its independence 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)
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.
BOARD MEETINGS HELD DURING THE YEAR
Five (05) 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.
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 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.
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 Raj Gupta & Co. CharteredAccountants was appointed from the conclusion of 46th Annual General Meeting (AGM) held on27th September 2017 until the conclusion of 51st Annual GeneralMeeting of the Company and such remuneration as may be fixed by the Board.
M/s Raj Gupta & Co. Chartered Accountants have furnished a certificate of theireligibility under Section 139 and 141 of the Companies Act 2013 and the Rules framedthereunder for the appointment as Auditors of the Company. Also as required underRegulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the auditors have confirmed that they hold a valid certificate issuedby the Peer Review Board of the Institute of Chartered Accountants of India.
The Company has received a consent letter from the statutory auditors for theirratification till 51st Annual General Meeting of the Company pursuant toprovision 139 of the Companies Act 2013 as amended from time to time. Their appointmentwas subject to ratification for their appointment by the Members of the Company at everyAnnual General Meeting. Pursuant to the amendments made to section 139 of the CompaniesAct 2013 by the Companies (Amendment) Act 2017 effective from 7th May 2018 therequirement of seeking ratification of the Members for the appointment of the statutoryAuditors has been withdrawn from the statue. In view of above ratification of the membersat Annual General Meeting is not being sought.
The Auditor's Report does not contain any qualifications reservations or adverseremarks. The Report is attached hereto and is self-explanatory requiring no furtherelucidation.
However for the Financial Year ended March 31 2019 the auditors M/s Raj Gupta &Co. Chartered Accountants had not reported any matter under section 143(12) of theCompanies Act 2013 therefore no detail is required to be disclosed under Section 134(3)of the Act.
Further the Auditor's Report for Financial Year ended March 31 2019 does not have anyqualifications and adverse remarks and the notes on Financial Statements referred to inthe Auditors' Report are self-explanatory and therefore do not call for furtherclarification.
DETAIL OF FRAUD AS PER AUDITORS REPORT
There is no fraud in the Company during the financial statements ended 31st March2019 this is also being supported by the report of the auditors of the Company as nofraud has been reported in their audit report for the financial statements ended 31stMarch 2019.
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 K Rahul &Associates Company Secretaries has undertaken the Secretarial Audit of the Company forthe financial year 2018-19. The Report of the Secretarial Audit in Form MR-3 for theperiod ended March 31 2019 is annexed as Annexure I to the Report. There are noqualifications reservations or adverse remarks made by Secretarial Auditor in theirreport. Further the Secretarial Audit Report in Form MR-3 for Material Subsidiaries arealso annexed as Annexure II.
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 year2018-19. The Report of the Secretarial Compliance Report in prescribed format for theperiod ended March 31 2019 is annexed as Annexure III to the Report.
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 IV which forms part of this AnnualReport.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management & Administration) Rules 2014 the extract of Annual Return ofthe Company in Form MGT-9 is attached as Annexure V to this Report.
Whereas in pursuant to the Companies (Amendment) Act 2017 the act has madesubstitution under Section 134(3) (a) of the Companies Act 2013 to place the extract ofAnnual Return on the website of the Company. As to comply with the said provision theCompany has placed the extract of Annual Return in Form MGT-09 on the website of thecompany i.e www.rollatainers.in.
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 VI 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: (i) Audit Committee (ii) Nominationand Remuneration Committee (iii) Stakeholders' Relationship Committee (iv) CorporateSocial 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 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)
CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the Company and therelated details for the period 2018-19 are set out in Annexure VII 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.
The Board has constituted an Audit Committee which comprises Ms. Arti KhanijoChairman (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 2018-19 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 -VIII 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 2019 248769690 Equity Sharesrepresenting 99.45% 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 INE927A01040.
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 2019-20.
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 Capital were duly submittedto 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 : 02nd September 2019 ||DIN: 00143244 |
| ||(Chairperson) |