The Members of Rotographics (India) Limited
Your Directors have pleasure in presenting the 46th Annual Report togetherwith the Audited Financial Statements of the Company for the financial year ended on 31stMarch 2021 in terms of the Companies Act 2013 and the rules & regulations made thereunder along with Regulation 33 and 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time.
1. SUMMARISED FINANCIAL HIGHLIGHTS
The Companys financial performance for the year under review along with previousyear figures are given hereunder:-
|Particulars ||Financial Year ended March 31 2021 ||Financial Year ended March 31 2020 |
|Sales and other income ||15.51 ||14.72 |
|Profit before Depreciation ||2.09 ||2.03 |
|Depreciation ||0.06 ||0.13 |
|Profit before tax ||2.03 ||1.90 |
|Profit after tax ||1.50 ||1.37 |
|Other comprehensive Income ||0.01 ||0.03 |
|Total comprehensive Profit ||1.51 ||1.40 |
|Earnings per share (in Rs.)(of Re. 10/- each) || || |
|a) Basic (in Rs.) ||0.04 ||0.04 |
|b) Diluted (in Rs.) ||0.04 ||0.04 |
2. COMPANYS PERFORMANCE REVIEW
During the year under review your Company has achieved the gross revenue of Rs.15.51Lakhs as against Rs.14.72 Lakhs in the previous year.
No Dividend was declared for the current financial year due to conservation of Profitsby the Company.
4. AMOUNT TRANSFER TO GENERAL RESERVES
The Board of Directors of the Company (hereinafter referred to as the"Board") has not recommended transfer of any amount to General Reserve duringthe year under review.
5. CHANGE IN NATURE OF BUSINESS IF ANY
During the year under review your Company has not changed its nature of business.
6. SHARE CAPITAL
As on 31st March 2021 the Share Capital structure of the Company stands as under:
|Particulars ||No. of Shares ||Amount (in Rs.) |
|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 |
Note: Company has Forfeited and Cancelled 292000 Partly Paid Shares amounting to Rs.1460000/- during the year 2016.
7. EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form No. MGT-9 is annexed as "Annexure - A" tothis Report. The Annual Return in Form MGT-7 for the year 2019-20 is available on theCompanys website www.rotoindia.co.in in the Investor section and for the year2020-21 will be made available as soon as the same is filed with Registrar of Companies.
8. BOARD MEETINGS HELD DURING THE YEAR
During the year under review the Board of Directors meet 9 (Nine) times andIndependent Directors meet 1 (One) time as required under the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (the Listing Regulations). The maximum interval between any two meetingsdid not exceed 120 days.The details of the meetings are furnished in the CorporateGovernance Report in Annexure B- forming part of this report.
9. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR
Independent Directors namely Mr. Pankaj Kumar Bansal (DIN:08773057) and Mr. Rohit Kumar(DIN: 09043471) have given declaration confirming that they comply with the requirementsof Section 149(6) of the Companies Act 2013.
10. 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 Companys size and financial positionand trends 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 Companys operations.
e) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
11. BOARDS 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 andattendance there are given in the Report on Corporate Governance as Annexure B formingpart of this Annual Report.
12. 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 Year2020-21.
13. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report.
14. 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: Nil
(ii) The steps taken by the company for utilizing alternate sources of energy: Nil
(iii) The capital investment on energy conservation equipment: Nil
(B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption: Nil
(ii) The benefit derived like product improvement cost reduction product developmentor import substitution: Nil
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): Nil
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 placeand the reasonsthereof;
e) The expenditure incurred on Research and Developmental
EXPENDITURE ON R& D
|S. No. Particulars ||2020-21 ||2019-20 |
|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:
There was no foreign exchange inflow or Outflow during the year under review inaccordance with the provisions of Section 134(3)(m) of the Companies Act 2013 read withthe Rule 5 of the Companies (Accounts) Rules 2014.
15. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of section 135 of the Companies Act 2013 Corporate SocialResponsibility (CSR) is not applicable to the Company during the year under review sothere are no disclosures required under section134 (3)(o) of the Companies Act 2013.
16. SECRETARIAL STANDARDS
The Company has complied with the applicable provisions of Secretarial Standards issuedby the Institute of Company Secretaries of India and notified by Ministry of CorporateAffairs.
17. 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.
18. RELATED PARTY TRANSACTION
All contracts/arrangement/transactions entered by the Company during the financial yearwith related parties were on an arms 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 which could beconsidered material in terms of Section 188 of the Companies Act 2013. Accordingly thedisclosure of related party transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC-2 is as attached in Annexure- C forming part of thisreport.
19. 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.
20. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule 5(2) & (3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request.
In terms of Section 136 of the Act the reports and accounts are being sent to themembers and others entitled thereto (via e-mail addresses registered with the company dueto the exemptions provided by the ministry in the wake of current pandemic COVID-19).
If any member is interested in inspecting the same such member may write to thecompany secretary in advance. The statement of particulars under section 134(3)(q) and197(12) of the companies act 2013 is annexed in Annexure-D forming part of this report.
21. 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 financialreportingby the Statutory Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Companys internal financial controls were adequate and effective during thefinancial year 2020-21.
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 March312021 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if applicable;
2. for the financial year ended March 31 2021 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 312021;
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; and
6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and are adequate and operating effectively.
22. 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 heldduring the year reviewed the performance of the Board its Chairman and NonExecutiveDirectors and other items as stipulated under the Listing Regulations.
Further that In terms of clause (p) of sub section (3) of Section 134 of the CompaniesAct 2013 and as per the policy framed and approved by the Board of Directors of theCompany the annual evaluation of the Independent Directors Board of Directors isannexed in Annexure- E that forming part of this Report.
23. 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 Manoj Purbey & Associates CompanySecretariesNew Delhi to conduct the Secretarial Audit of the Company for the financialyear ended March 31 2021. The Secretarial Audit Report in Form MR-3 is given namedAnnexure - F forming part of this report.
During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. covered under the Secretarial Audit.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
24. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a Whistle Blower Policy/Vigil Mechanism for Directors and Employees toreport their concerns about unethical behavior actual or suspected fraud or violation ofthe Companys Code of conduct. The mechanism provides for adequate safeguards againstvictimization of Director(s) and Employee(s) who avail of the mechanism.
The Whistle Blower Policy/Vigil Mechanism is available on Companys website atwww.rotoindia.co.in .
25. DIRECTORS / KEY MANAGERIAL PERSONNEL- APPOINTMENT RE-APPOINTMENT & RESIGNATION
I. APPOINTMENTS/RE-APPOINTMENTS & RESIGNATION
(a) Mr. Rohit Kumar was appointed as Independent Director effective with from February05 2021.
(b) Mr. Pankaj Kumar Bansal was appointed as Independent Director with effective fromSeptember 30 2020.
(c) Mr. Anil Kumar Independent Director of the Company resigned with effective fromJanuary 28 2021.
(d) Mr. Surendran Paramu Independent Director of the Company resigned with effectivefrom January 28 2021.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company.
II. RETIRE BY ROTATION
In Accordance with the provision of section 152(6) of Companies act 2013 Mr. BapiKarmakar (DIN: 02404342)will retire by rotation at the ensuing Annual General Meeting ofthe company and being eligible offer themselves for re-appointment as Director. The boardrecommended their re-appointment.
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 46th Annual General Meeting of the company.
III. 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. Ankit Bansal Company Secretary (A-43226)
Moreover during the year under review following changes were made in Key ManagerialPersonnel
(i) Ms. Poonam Saxena a qualified Company Secretary having Associate Membership No.A52650 of the Institute of Company Secretaries of India resigned from the position ofCompany Secretary & Compliance Officer of the Company w.e.f 01.02.2021
(ii) Ms. Mehnaz Ansaria qualified Company Secretary having Associate Membership No.A64277 of the Institute of Company Secretaries of India was appointed as on 01.02.2021 andresigned from the position of Company Secretary & Compliance Officer of the Companyw.e.f 30.06.2021
(iii) Mr. Ankit Bansal a qualified Company Secretary having Associate Membership No.A43226 of the Institute of Company Secretaries of India was appointed as Company Secretaryand Compliance Officer of the Company w.e.f 13.08.2021.
The remuneration and other details of the KMPS for the year ended 31stMarch 2021 are mentioned in the Extracts of the Annual Return is available on theCompanys website and can be accessed at www.rotoindia.co.in.
26. CORPORATE GOVERNANCE
As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulationsa report on Corporate Governance are given in Annexure - B forming part of this report.
27. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations) the Management Discussion andAnalysis Report is presented in a separate section forming part of this Annual Report as"Annexure-G".
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.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE 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 Companys operations. All ordersreceived by the Company during the year are of routine in nature which has no significant/ material impact.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Management continuously reviews the internal control systems and procedures for theefficient conduct of the Companys 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 developmentand 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.
31. 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 awarenessprogrammefor 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
32. 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 Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.
33. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
During the year under review no shares were held in Demat suspense account orunclaimed suspense account of the Company.
34. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company during theyear under review.
35. IMPACT OF COVID-19 PANDEMIC
The covid-19 epidemic in 2020 has been a major disaster. The impact of covid-19 onIndia has been largely disruptive in terms of economic activity as well as a loss of humanlives. Almost all the sectors have been adversely affected. The physical and emotionalwell being of employees continues to be a top priority for the Company with severalinitiatives to support employees and their families during the pandemic. Your Directorshave been regularly reviewing with the Management the impact of COVID-19 on the Company.During the 1 st quarter of the year your Company had to temporarily suspend operationsfor more than two month keeping in mind the paramount need of safety of the employees.Your Company quickly took measures to ensure the safety of all employees and assured oftheir wellbeing.
The Board and the Management will continue to closely monitor the situation as itevolves and do its best to take all necessary measures in the interests of allstakeholders of the Company.
(I) STATUTORY AUDITOR AND AUDITORS REPORT-
M/s A P T & Co LLP. Chartered Accountants having Firms registration no.014621C/N500088 were appointed as the Statutory Auditors of the Company to hold the officefor a term of 5 years from the conclusion of the 45st Annual General Meeting(AGM) held on 30th day of September 2020 until the conclusion of the 50thAGM of the Company.
The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. There is no qualificationreservationadverse remarks or disclaimer made by Statutory Auditors.
Further Statutory Auditors have confirmed their eligibility under Section 141 of theCompanies Act 2013 and the Rules framed there under.
(II) 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. During the year internal Auditor has no observation.
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 Companies Act 2013.
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 Courts orTribunals which impact the going concernstatus and companys operations in future.
38. GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and going beyond itelectronic copy of the Notice of 46th Annual General Meeting of the Companyincluding the Annual Report for FY 2020- 21 are being sent to all Members whose e-mailaddresses are registered with the Company /Depository Participant(s).
Your Board of Directors would like to place on record their sincere appreciation forthe wholehearted support and contributions made by all the employees of the Company aswell as customers suppliers consultants bankers and other authorities. The Directorsalso thank the Central and State Government of India and concerned Government Departments/Agencies for their cooperation. The directors appreciate and value the contributions madeby every member of the company.
By order of the Board of Directors
For Rotographics (India) Limited
Place: New Delhi