The Members of Rotographics (India) Limited
Your Directors have pleasure in presenting the 42nd Annual Report togetherwith the Audited Financial Statement for the financial year (year') ended 31stMarch 2017.
1. SUMMARISED FINANCIAL HIGHLIGHTS
The Company's financial performance for the year under review along with previous yearfigures are given hereunder:-
|Particulars ||For the year 2016-17 ||For the year 2015-16 |
| ||(in Rupees) ||(in Rupees) |
|Sales and other income ||12307070 ||9968432 |
|Profit before Depreciation ||208707 ||171365 |
|Depreciation ||56787 ||68781 |
|Profit before tax ||151920 ||102584 |
|Profit after tax ||92176 ||69293 |
|Transferred to General Reserve ||0 ||0 |
|Interim Dividend ||0 ||0 |
|Earnings per share (Rs.) ||0.03 ||0.02 |
2. PERFORMANCE REVIEW
During the year under review your Company has achieved gross revenue of Rs.12307070/- as against Rs. 9968432/- in the previous year. The Profit beforedepreciation amounted to 208707/- as against Rs. 171365/- in the previous year.
Profit before tax during the year worked out to Rs. 151920/- as compared toRs.102584/- in the previous year
No Dividend was declared for the current financial year due to conservation of Profitsby the Company.
4. CHANGE IN NATURE OF BUSINESS IF ANY
During the year under review your Company has not changed its nature of business.
5. SHARE CAPITAL
As on 31st March 2017 the Share Capital structure of the Company stands as under:
|Particulars ||No. of Shares ||Amount |
|Authorized Share Capital || || |
|Equity Shares of Rs. 10/- each ||5000000 ||50000000 |
|Total ||5000000 ||50000000 |
|Issued Share Capital || || |
|Equity Shares of Rs. 10/- each ||3893300 ||38933000 |
|Total ||3893300 ||38933000 |
|Subscribed Share Capital || || |
|Equity Shares of Rs. 10/- each ||3601300 ||36013000 |
|Total ||3601300 ||36013000 |
|Paid up Share Capital || || |
|Equity Shares of Rs. 10/- each ||3601300 ||36013000 |
|Total ||3601300 ||36013000 |
6. EXTRACT OF ANNUAL RETURN
As per provisions of Section 92 (3) of the Companies Act 2013 (the Act) read with Rule12 of the Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn in the Form MGT-9 is given in Annexure - B forming part of this report.
7. BOARD MEETINGS HELD DURING THE YEAR
During the year 8 meetings of the Board of Directors were held which includes onemeeting of Independent Directors as required under the Act and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (theListing Regulations). The details of the meetings are furnished in the CorporateGovernance Report in Annexure C- forming part of this report.
8. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR
Independent Directors namely Mr. Surendran Paramu (DIN: 07602763) and Mr. Anil Kumar(DIN: 06940017) have given declaration confirming that they comply with the requirementsof Section 149(6) of the Companies Act 2013.
9. NOMINATION AND REMUNERATION POLICY OBJECTIVES OF THE POLICY:
a) To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
b) To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer Companies.
c) To carry out evaluation of the performance of Directors.
d) To provide them reward linked directly to their effort performance dedication andachievement relating to the Company's operations.
e) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
10. BOARD'S COMMITTEES
The Board of Directors of the Company constituted the following Committees:
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholders Relationship Committee
The Committees' composition charters and meetings held during the year and attendancethereat are given in the Report on Corporate Governance forming part of this AnnualReport.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has neither given any loans or guarantees nor made investments coveredunder the provisions of section 186 of the Companies Act 2013 during the Financial Year2016-17.
12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING FINANCIAL POSITION OFTHE COMPANYFROM THE END OF FINANCIAL YEAR ANDTILLTHE DATE OFTHIS REPORT
During the financial year 2015-16 Company applied for the Listing of Equity shares ofthe company to BSE Limited under Direct Listing Route and equity shares of the companysuccessfully listed on the BSE Limited vide trading approval letterno.DCS/DL/APATP/146/2016-17 dated 13th June 2016.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are provided hereunder:
(A) CONSERVATION OF ENERGY:
(i) The steps taken or impact on conservation of energy: NA
(ii) The steps taken by the company for utilizing alternate sources of energy: NA
(iii) The capital investment on energy conservation equipments: NA
(B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption: NA
(ii) The benefit derived like product improvement cost reduction Product developmentor import substitution: NA
(iii) In case of imported technology (imported during the last three Years reckonedfrom the beginning of the financial year): NA
a) The details of technology imported;
b) The year of import;
c) Whether the technology been fully absorbed;
d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof;
e) The expenditure incurred on Research and Development: NA EXPENDITURE ON R& D
|Particulars ||2016-17 ||2015-16 |
|A Capital ||Nil ||Nil |
|B Recurring ||Nil ||Nil |
|C Total ||Nil ||Nil |
|D Total R&D expenditure as a percentage of total turnover ||Nil ||Nil |
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
In accordance with the provisions of Section 134(3)(m) of the Companies Act 2013 readwith the Rule 5 of the Companies (Accounts) Rules 2014 the information relating toforeign exchange earnings and outgo - NA
14. CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.
15. ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and individual Directors pursuant to the requirements of the Act and theListing Regulations.
Further the Independent Directors at their exclusive meeting held during the yearreviewed the performance of the Board its Chairman and Non-Executive Directors and otheritems as stipulated under the Listing Regulations.
16. AUDIT COMMITTEE
The details pertaining to composition of the Audit Committee and terms of reference areincluded in the Corporate Governance Report which forms part of this Report.
17. RELATED PARTY TRANSACTION
All contracts/arrangement/transactions entered into by the Company during the financialyear with related parties were on an arm's length basis and were in the ordinary course ofbusiness and were placed before the audit committee for their approval whereverapplicable. Your Company had not entered into any transactions with related parties whichcould be considered material in terms of Section 188 of the Companies Act 2013.Accordingly the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2 is as attached in Annexure- F formingpart of this report.
18. REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Act and Rules framed thereunder.
19. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance. Thestatement of particulars under section 134(3)(q) and 197(12) of the companies act 2013 isannexed in Annexure-E forming part of this report.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including Audit of internal financial controls over financialreporting by the Statutory Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2016-17.
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibilities Statement it is hereby confirmed that;
1. in the preparation of the annual financial statements for the year ended March 312017 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if applicable;
2. for the financial year ended March 31 2017 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended March 312017;
3. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. the annual financial statements have been prepared on a going concern basis;
5. proper internal financial controls are in place and such internal financial controlsare adequate and were operating effectively;
6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and are adequate and operating effectively.
21. CORPORATE GOVERNANCE REPORT AND CERTIFICATE
As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulationsa report on Corporate Governance and the certificate as required under Schedule V (E) ofthe Listing Regulations from Messrs P.K.S & Associates Practicing CompanySecretaries regarding compliance of conditions of Corporate Governance are given in Annexure- C and Annexure - D respectively forming part of this report.
22. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and amendments theretoyour Company engaged the services of Messrs P.K.S & Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the
financial year ended March 31 2017. The Secretarial Audit Report in Form MR-3 is givenin Annexure - H forming part of this report.
23. WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the Company's Code ofconduct. The mechanism provides for adequate safeguards against victimization ofDirector(s) and Employee(s) who avail of the mechanism.
The Whistle Blower Policy is available on Company's website.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. RETIRE BY ROTATION
In Accordance with the provision of section 152 (6) of Companies act 2013 Mr. PratapBurman (DIN: 00595389) and Mrs. Chanchala Burman (DIN: 00720455) will retire by rotationat the ensuing Annual General Meeting of the company and being eligible offer herself forre-appointment as Director. The board recommended their reappointment.
Brief resume of the Directors nature of their expertise in specific functional areasand details of their Directorship and membership/chairmanship of the board/committees asstipulated under SEBI (LODR) Regulations 2015 has been provided in the Annexure to theNotice of the 42nd AGM of the company.
II. KEY MANAGERIAL PERSONNEL
The Following persons are the Key managerial personnel (KMP) of the company incompliance with the provisions of the Companies Act 2013:
a) Mr. Bapi Karmakar (DIN: 02404342) Chief Executive Officer
b) Mr. Naresh Kumar Bansal (DIN: 00681525) Chief Financial Officer
c) Mr. Mohd Sagir Company Secretary( A-42985)
The remuneration and other details of the KMP'S for the year ended 31stMarch 2017 are mentioned in the Extracts of the Annual Return attached as Annexure-B andforms part of this report of the Directors.
25. BOARD EVALUATION:
In terms of clause (p) of sub section (3) of Section 134 of the Companies Act 2013 andas per the policy framed and approved by the Board of Directors of the Company the annualevaluation of the Independent Director's Board of Director's is annexed in Annexure- Gthat forms part of this Board Report.
During the year under review your Company did not accept any deposit within themeaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with theCompanies (Acceptance of Deposits) Rules 2014.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There has been no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations. All orders receivedby the Company during the year are of routine in nature which have no significant /material impact.
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Management continuously reviews the internal control systems and procedures for theefficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. The Internal Auditor of the Companyconducts the audit on regular basis and the Audit Committee periodically reviews internalaudit reports and effectiveness of internal control systems.
Apart from the above the Company in consultations with the external and independentconsultants adopted a policy for development and implementation of risk management for thecompany including identification of elements of risk if any that may threaten theexistence of the Company and a mechanism to mitigate the same.
29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your Company is committed to provide and promote a safe healthy and congenialatmosphere Irrespective of gender caste creed or social class of the employees
The Internal Complaints Committees (ICC) cannot be constituted due to the lack ofnumber of female employees under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. Therefore the Company has organized an awarenessprogramme for the female employee in respect to spread the awareness of this Act and hasinformed them to file any complaint of Sexual harassment caused at workplace to the LocalComplaints Committee (LCC) Constituted in every District as per the provision of Section 5of the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013.
The following is a summary of sexual harassment complaints received and disposed offduring the year.
No. of complaints received - NIL
No. of complaints disposed off - NIL
30. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
31. DISCLOSURES WITH RESPECTTO DEMAT SUSUPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
During the year under review no shares were held in Demat suspense account orunclaimed suspense account of the Company.
(I) STATUTORY AUDITOR AND AUDITOR'S REPORT
Pursuant to the resolution passed by the members at the 41st Annual GeneralMeeting of the Company held on 26th September 2016 in terms of Section 139 ofthe Companies Act 2013 ("the Act") read with Companies (Audit and Auditors)Rules 2014 and other provisions as may be applicable if any the Company hereby ratifiesthe appointment of Kumar Grover & Co. Chartered Accountants having Firm'sregistration no. 001240N as the Statutory Auditors of the Company from the conclusion ofthe 42nd Annual General Meeting till the conclusion of the 43rd AnnualGeneral Meeting at such remuneration as may be fixed by the Board of Directors of theCompany on recommendation of the Audit Committee.
The Notes on Financial Statements referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. There is no qualification adverseremarks or disclaimer made by statutory auditors.
(II) SECRETARIAL AUDITOR AND REPORT
Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed P.K.S & Associates Company
Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditreport is annexed herewith as "Annexure H".
There has been no qualification reservation adverse remark or disclaimer given by theSecretarial Auditor in their Report.
(Ill) INTERNAL AUDITOR
Pursuant to provisions of section 138 of the Companies Act 2013 the company hasappointed Deepak Jaju & Co Chartered Accountants to undertake the internal Audit ofthe Company.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. No significant or material orders were passed by the Regulators or CourtsorTribunals which impact the going concern status and Company's operations in future.
The Board of Directors take this opportunity to thank the customers memberssuppliers bankers associates Central and State Governments and employees at all levelsfor their support and co-operation extended to the Company during the year.
| ||By order of the Board of Directors |
| ||For Rotographics (India) Limited |
|Place: New Delhi ||Pratap Burman |
|Date: 30th August 2017 ||Chairman |