To
The Members of,
Rollatainers Limited
Your Board of Directors are pleased to present the 52nd
Annual Report of the Company for the Financial Year ended 31st March, 2023.
1. FINANCIAL RESULTS
The standalone and consolidated financial statements for the financial
year ended March 31, 2023, forming part of this Annual Report, have been prepared in
accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of
Corporate Affairs.
Key highlights of financial performance of your Company for the
financial year 2022-23 are provided below:
(Rupees in Lakhs)
PARTICULARS |
Standalone |
Consolidated |
|
Financial Year ended 31.03.2023 |
Financial Year ended 31.03.2022 |
Financial Year ended 31.03.2023 |
Financial Year ended 31.03.2022 |
Revenue from operations |
40.00 |
56.86 |
114.25 |
624.31 |
Other income |
95.49 |
0.19 |
99.10 |
64.74 |
Total revenue |
135.49 |
57.05 |
213.35 |
689.05 |
Total expenses |
135.05 |
167.44 |
462.88 |
1,954.67 |
Profit/(Loss) before Tax and exceptional items |
0.45 |
(110.39) |
(249.53) |
(1,265.62) |
Exceptional items |
- |
(4,883.18) |
(1,824.64) |
(4,506.46) |
Profit/(Loss) before tax |
0.45 |
(4,993.57) |
(2,074.17) |
(5,772.08) |
Tax expenses |
- |
- |
- |
(969.62) |
Share of profit/(loss) of associates and joint venture |
- |
- |
- |
(175.78) |
Net profit/(loss) for the year |
0.45 |
(4,993.57) |
(2,074.17) |
(6,917.48) |
Re-measurement gains (losses) on defined benefit plans |
- |
- |
- |
6.84 |
Revaluation reserves through OCI |
- |
- |
- |
3,891.81 |
Other comprehensive (loss)/ income for the year |
- |
- |
- |
3,898.65 |
Total comprehensive income for the year |
0.45 |
(4,993.57) |
(2,074.17) |
(3,018.83) |
Less Minority interest |
- |
- |
227.36 |
26.26 |
|
0.45 |
(4,993.57) |
(1,846.81) |
(2,992.57) |
EPS# |
- |
(2.00) |
(0.74) |
(1.20) |
#Amount less than one thousand have been shown as zero.
2. FINANCIAL PERFORMANCE Standalone
During the period under review, based on Standalone financial
statements, the Company earned Total revenue for the year ended 31.03.2023 of Rs.135.49
Lakhs as compared to Rs. 57.05 Lakhs for the previous year ended 31.03.2022. Profit after
Tax for the year ended 31.03.2023 stood at Rs. 0.45 Lakhs as compared to Loss after Tax of
Rs. 4,993.57 Lakhs in the previous year ended 31.03.2022.
Consolidated
During the period under review, based on Consolidated Financial
Results, the Company earned Total Revenue for the year ended 31.03.2023 of Rs. 213.35
Lakhs as compared to Rs. 689.05 Lakhs for the previous year ended 31.03.2022.
The Consolidated Net Loss after Tax for the year ended 31.03.2023 stood
at Rs.2074.17 Lakhs as compared to Net Loss after Tax of Rs. 3,018.83 Lakhs for the
previous year ended 31.03.2022.
CONSOLIDATED FINANCIAL STATEMENT
In pursuance of the provision of Section 129 (3) of Companies Act,
2013, a company has one or more subsidiaries or associate companies, it shall, in addition
to standalone financial statements, prepares a consolidated financial statement of the
company and of all the subsidiaries and associate companies in the same form and manner as
that of its own and in accordance with applicable accounting standards, which shall also
be laid before the annual general meeting of the company along with the laying of its
financial statement. Your Company has Subsidiaries and associate company (Joint Venture)
and consolidation of the same is mandatory as per the Companies (Amendment) Act, 2017.
The directors also present the audited consolidated financial
statements incorporating the duly audited financial statements as prepared in compliance
with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing
Regulations, 2015 as prescribed by SEBI is provided in the Annual Report. In accordance
with Section 129 of the Companies Act, 2013, Consolidated Financial Statements are
attached and form part of the Annual Report and the same shall be laid before the ensuing
Annual General Meeting along with the Financial Statements of the Company.
3. OPERATIONS REVIEW AND STATE OF COMPANY'S AFFAIRS
Rollatainers Limited (The Company) operates as an integrated packaging
solution organisation with business encompassing research, manufacturing and marketing
Lined and mono Cartons and Packaging Machines.
The shares of the company are listed on BSE Limited and 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.
4. DIVIDEND
During the period under review, your Directors does not recommend any
dividend on the equity shares for the year ended March 31, 2023 as the Company requires
ploughing back of the profits to the working capital of the Company and expects better
results in the coming years.
5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 124(6) of the Companies Act, 2013 read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 as amended from time to time, all the shares in respect to which dividend has
remained unclaimed/unpaid for a period of Seven Consecutive year or more are required to
transfer in the name of IEPF, but the company is not required to transfer the said amount
to the IEPF established by the Central Government as the company has not declared any
dividend in any financial year.
6. TRANSFER TO RESERVES
The Company has not transferred any amount under the head Reserve in
the Financial Statements for the Financial Year ended March 31, 2023. Whereas, the company
has incurred losses during the period and has transfer the amount under the head Retained
Earnings in Other Equity to the Financial Statements for the Financial Year ended March
31, 2023 as prepared according to Indian Accounting Standards (Ind AS).
7. CAPITAL STRUCTURE OF THE COMPANY
The Share Capital Structure of the Company is categorized into two
classes:-
S.No Particulars |
Equity share capital |
Preference share capital |
1. Authorised share capital |
47,00,00,000 |
18,00,00,000 |
2. Paid up share capital |
25,01,30,000 |
11,40,00,000 |
3. Value per share |
1 |
100 |
Preference Share Capital:
(i) 1,40,000, 10% Non convertible redeemable preference shares of Rs.
100/- each.
(ii) 10,00,000, 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 or preferential issue, etc. during the year. The Company has not issued
shares with differential voting rights, sweat equity shares, nor has it granted any stock
options.
8. DEMATERIALISATION OF SHARES
The Company has admitted its Equity Shares to the depository system of
National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) for dematerialisation of shares.
As on 31st March, 2023, 24,88,15,840 Equity Shares representing 99.475
% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares
of the Company are compulsorily traded in dematerialized form as mandated by the
Securities and Exchange Board of India (SEBI). The International Securities Identification
Number (ISIN) allotted to the Company with respect to its Equity Shares is INE927A01040.
9. RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directives of the Securities & Exchange Board of India,
the Reconciliation of Share Capital Audit was carried out on a quarterly basis for the
quarter ended 30th June, 2022, 30th September, 2022, 31st
December, 2022 and 31st March, 2023 by a Company Secretary in Practice. The
purpose of the audit was to reconcile the total number of shares held in National
Securities 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 to the BSE Limited and National Stock Exchange of India Limited where the
Equity Shares of the Company are listed.
10. CHANGE OF REGISTERED OFFICE
During the financial year under review, there was no change in the
Address of Registered Office of the Company.
11. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year and date of this report.
There has been no change in the nature of business of the Company.
12. FINANCIAL STATEMENTS OF THE COMPANY
The Financial Statements of the Company for the FY 2022-23 are prepared
in compliance with the applicable provisions of the Act, Accounting Standards and as
prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the
SEBI Listing Regulation).
The Audited Financial Statements along with Auditor's Report for the FY
2022-23 into consideration have been annexed to the Annual Report and are also made
available on the website of the Company which can be accessed at www.rollatainers.in.
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company has following Subsidiary Companies and Associate Companies
as on March 31, 2023:
S.No. Name of the Company |
Status |
% holding |
Applicable Section |
1 R T Packaging Limited |
Subsidiary |
100 |
2(87) |
2 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 2013, a statement containing salient features of the financial statements of
the Company's Subsidiaries/Joint Ventures/associates and the report on their performance
and financial position in Form AOC-1 is annexed to the financial statements and forms part
of the Annual Report, which covers the financial position of the associate/subsidiary
Company.
In accordance with third proviso to Section 136(1) of the Companies
Act, 2013, the Annual Report of your Company, containing therein its audited standalone
and the consolidated financial statements has been placed on the website of the Company.
14. CORPORATE GOVERNANCE
In compliance with the Regulation 34 read together with Schedule V of
the Listing Regulations, a detailed report on Corporate Governance is given as an Annexure-IX
and forms an integral part of the Annual Report. A Certificate from the Practicing
Company Secretary confirming compliance of the conditions of Corporate Governance as
stipulated under the Listing Regulations is appended to the Corporate Governance Report. A
Certificate of the Whole Time Director (WTD) and/or Chief Financial Officer (CFO) of the
Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets 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. the Directors, have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively;
f. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Change in Directors during the Financial Year ended March 31, 2023:
- During the period under the review, there has been following series of change on Board
of Directors:
(a) On the recommendation of Nomination and Remuneration Committee, the
Board of Company appointed Mr. Vipul Gupta (09064133) as an Additional Non-
Executive Independent Director with effect from 01st June 2022, which was further approved
by shareholders through Postal Ballot on 06th July 2022.
(b) Mr. Anupam Jain resigned from the position of Non-Executive
Independent Director with effect from 27th June 2022 due to some pre occupation with other
duties. The Board placed on record his appreciation for their continuous support, guidance
and contribution during their tenure as an Independent Director on the Board of the
Company.
(c) On recommendation of Nomination and Remuneration Committee, the
Board of Company appointed Ms. Manisha Goel (09725308) as an Additional Executive
Director with effect from 02nd September 2022 for a period of 5 (Five) years ,
which was further approved by the shareholders in the General Meeting held on 30th
September,2022.
(d) Mr. Amit Gupta resigned from the position of Non-Executive
Independent Director with effect from 07th September 2022 due to some pre
occupation with other duties.The Board placed on record his appreciation for their
continuous support, guidance and contribution during their tenure as an Independent
Director on the Board of the Company.
(e) On recommendation of Nomination and Remuneration Committee, the
Board of Company appointed Ms. Rajiv Kapur Kanika Kapur (0715466) as an Additional
Non Executive Independent Director with effect from 08th September 2022 for a
period of 5 (Five) years , which was further approved by the shareholders in the General
Meeting held on 30th September,2022.
(f) Mr. Aditya Malhotra resigned from the position of Non-Executive
Non- Independent Director with effect from 12th February 2023 due to some pre occupation
with other duties. The Board placed on record his appreciation for their continuous
support, guidance and contribution during their tenure as Director on the Board of the
Company.
There was no material reason regarding the resignation of the
Independent Directors and the confirmation regarding the same as received from the
Independent Directors was already submitted at www.bseindia.com and www.nseindia.com.
Further, there has been no change in the directorship of the company.
After the closure of Financial Year (2022-23), till the date of this
report there has been following change on Board of Directors:
(a) On the recommendation of Nomination and Remuneration Committee, the
Board of Company appointed Mr. Sri Kant (DIN:06952400) as an Additional Non-
Executive Independent Director with effect from 29th May 2023.
(b) On the recommendation of Nomination and Remuneration Committee, the
Board of Company appointed Mr. Sanjay Sharma (DIN:09534294) as an Additional Non-
Executive Independent Director with effect from 04th September 2023.
2. Retire by rotation on the board of directors of the Company: -
In accordance with the provisions of Section 152 the Companies Act, 2013 and the Articles
of Association of the Company read with Companies (Appointment and Qualification of
Directors) Rules, 2014, Ms. Aarti Jain (DIN: 00143244) retires by rotation at the
ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The
details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 regarding Ms. Aarti Jain (DIN: 00143244) are
provided in the Notice of the 52nd Annual General Meeting. The Board recommends
her re-appointment.
3. Independent Directors: - All the Independent Directors of the
Company have given their respective requisite declarations that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 and Regulations 16
& 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
4. Key Managerial Personnel: Pursuant to the provisions of Section
203 of the Companies Act, 2013 and the rules made there under, there has been following
change in the Key Managerial Personnel:
(a) Mr. Manbar Singh Rawat resigned from the position of Chief
Financial Officer of the Company with effect from 21st March 2023 due to some
unavoidable circumstances.
Further, there has been no change in the Key Managerial Personnel of
the Company.
After closure of financial year (2022-23) till the date of the this
report their has been following changes in Key Managerial Personnel:
a) On the recommendation of Audit Committee and Nomination &
Remuneration Committee Mr. Manbar Singh Rawat was appointed as Chief Financial Officer of
the Company w.e.f. 20th April 2023.
A brief resume of the Director proposed to be appointed/ re-appointed,
highlighting their industry expertise in specific functional areas, names of Companies in
which they hold directorships is provided in the notice forms part of the notice forming
part of Annual Report.
As on 31.03.2023, Composition of Board and KMPs is as under:
Name |
Designation |
Ms. Aarti Jain |
Non- Executive Non - Independent Director (Chairperson) |
Ms. Manisha Goel |
Whole Time Director |
Mr. Vipul Gupta |
Non- Executive Independent Director |
Ms. Rajiv Kapur Kanika Kapur |
Non- Executive Independent Director |
Mr. Brajindar Mohan Singh |
Non- Executive Independent Director |
Ms. Aditi Jain |
Company Secretary (CS) |
Further stated that, there has been no other change in the directors
and Key Managerial Personnel of the Company except as stated above. None of the Directors
are disqualified as on 31st March, 2023 from being appointed as director in pursuance of
Section 164 of the Companies Act, 2013.
19. FAMILIARIZATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies
Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI
(Listing Obligations and Disclosure Requirements), Requirements, 2015, yours Company had
adopted a familiarization programme for independent directors to familiarise them with the
Company, their role, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model, management structure, industry overview,
internal control system and processes, risk management framework, functioning of various
divisions, HR Management, CSR activities etc.
Your company aims to provide their Independent Directors insight into
the Company enabling them to contribute effectively. The Company arranges site visit for
the Directors, giving them insight of various projects and Directors are also informed of
various developments relating to the industry on regular basis and are provided with
specific regulatory updates from time to time.
Details of the familiarization programme of the Independent Directors
are available on the 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 in accordance with Section 149 (7) of the Companies Act, 2013, that
they meet the criteria of independence as provided in Section 149(6) of the Companies Act,
2013 and as prescribed by the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015.
21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors have met 07 (Seven) times during the
financial year under review, in respect of which meetings proper notices were given and
proceedings were properly recoded and the details of which are provided in the Corporate
Governance Report that forms part of this Annual Report. The intervening gap between any
two Meetings was within the period as prescribed under the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015.
Sequence of Board Meetings held during 2022-23
1. 15th April 2022
2. 31st May 2022
3. 05th August 2022
4. 02nd September 2022
5. 08th September 2022
6. 14th November 2022
7. 13th February 2023
22. BOARD EVALUATION
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015, the Board evaluated the effectiveness of its functioning and that of the
committees and of individual Directors by seeking their inputs on various aspects of
Board/Committee governance such as the Board composition and structure, effectiveness of
board processes, active participation and contribution of directors in the Board/
Committee meetings and the fulfilment of Directors obligation and their fiduciary
responsibilities.
Further, the Independent Directors at their meeting, reviewed the
performance of the Board, Chairman of the Board and of Non- Executive Directors. The
meeting also reviewed the co-ordination between the Company management and the Board which
is required for the Board 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
its effectiveness. The management has established internal control systems commensurate
with the size and complexity of the business. The internal control manual provide for a
structured approach to identify, rectify, monitor and report gaps in the internal control
systems and processes. To maintain its objectivity and independence, the internal audit
function reports to the chairman of the Audit Committee and all significant audit
observations and corrective actions are presented to the Committee.
24. AUDITORS
1. STATUTORY AUDITORS AND THEIR REPORT
Pursuant to provisions of Section 139 of the Companies Act, 2013 and
rules framed there under, the statutory auditors of the Company M/s Chatterjee &
Chatterjee, Practising Chartered Accountants (FRN: 001109C) was appointed as
Statutory Auditor for the period of 5 (Five) years from the conclusion of 51st Annual
General Meeting till the conclusion of 56th Annual General Meeting of the
Company to be held for Financial Year 2026-27.
The Auditor's Report for Financial Year ended March 31, 2023 does not
contain any qualifications, reservations or adverse remarks and the notes on Financial
Statements referred to in the Auditors' Report are selfexplanatory. The Report is attached
hereto and is self-explanatory requiring no further elucidation or clarification.
However, for the Financial Year ended March 31, 2023, M/s Chatterjee
& Chatterjee, Chartered Accountants, had not reported any matter under section 143(12)
of the Companies Act, 2013, therefore no detail is required to be disclosed under Section
134(3) of the Act.
DETAIL OF FRAUD AS PER AUDITORS REPORT
There is no fraud in the Company during the financial statements ended
31st March, 2023, this is also being supported by the report of the auditors of
the Company as no fraud has been reported in their audit report for the financial
statements ended 31st March, 2023.
MANAGEMENT COMMENT ON AUDIT QUALIFICATION:
During the year, the Statutory Auditors have not reported any matter
under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be
disclosed under Section 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 the Company for the financial year 2022-23. The Report of the
Secretarial Audit in Form MR-3 for the period ended March 31, 2023 is annexed as Annexure
II to the Report which forms an integral part of this report. There are some
qualifications, reservations or adverse remarks made by Secretarial Auditor in their
report. Further the Secretarial Audit Report in Form MR-3 for Material Subsidiary is are
also annexed as Annexure III.
MANAGEMENT COMMENT ON AUDIT QUALIFICATION:
Due to technical issues, inadvertently delay was caused in filing/
reporting under various Regulations under SEBI(LODR) Regulations, 2015 and Sections under
Companies Act,2013. Further, this is for kind attention that all penalty/fines have been
paid as imposed by Stock Exchange(s). As on now date, Company is following regime of doing
timely filing and compliance.
3. SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements), 2015, M/s S. Khurana & Associates, Company
Secretaries in practise has undertaken the Secretarial Compliance of the Company for the
financial year 2022-23. The Report of the Secretarial Compliance Report in prescribed
format for the period ended March 31, 2023 is annexed as Annexure IV to the Report.
4. INTERNAL AUDITOR
Pursant to provisions of Section 138 of Companies Act, 2013, read with
rules made thereunder the Board of Directors had appointed M/s VBRG & Associates,
Practicing Chartered Accountants (FRN. 022879C) to undertake the Internal Audit of the
Company for the financial year 2022-23.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 have been provided, if any, in the
accompanying Financial Statements.
26. RELATED PARTY TRANSACTIONS
In accordance with Section 134(3) (h) of the Companies Act, 2013 read
with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or
arrangements with related parties, referred to in Section 188(1) of the Companies Act,
2013, in the prescribed 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 has formulated a Policy on Related Party Transactions which is available on
Company's website at www.rollatainers.in.
27. ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 is available on
the Company's website and can be accessed at www.rollatainers.in/investors.php.
28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo stipulated for the financial year 2022-23 under
Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts)
Rules, 2014, is annexed herewith as Annexure - VI which forms an integral part to
this Report.
29. DISCLOSURE REQUIREMENTS
Details of the Familiarization Programme of the independent directors
are available on the website of the Company
(URL:http://www.rollatainers.in/investors.php). Policy on dealing 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 Vigil Mechanism for employees including directors of the Company to report genuine
concerns. The provisions of this policy are in line with the provisions of the Section
177(9) of the Act and 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:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders' Relationship Committee
(iv) Corporate Social Responsibility Committee
The details of the membership and attendance at the meetings of the
above Committees of the board are provided 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 Remuneration Committee of the Board has framed a policy for selection and appointment
of Directors and senior management personnel, which inter alia includes the criteria for
determining qualifications, positive attributes and independence of a Director(s)/Key
Managerial Personnel and their remuneration. The nomination and remuneration policy is
available on the website of the Company http://www.rollatainers.in .
32. CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the
Company and the related details for the period 2022-23 are set out in Annexure VII of
this report as per the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The Composition of CSR committee and other related details are
provided in the Corporate Governance section, forming part of this Report. The policy is
available on the website of the Company.
33. AUDIT COMMITTEE
The Board has constituted an Audit Committee in terms of Listing
Regulations and Section 177 of Companies Act, 2013, which comprises Mr. Vipul Gupta,
Chairman (Independent Director), Ms. Rajiv Kapur Kanika Kapur (Independent Director) and
Ms. Manisha Goel (Executive Director) as the Members as on March 31,2023.
The Board of Directors have accepted all the recommendations of the
Audit Committee,if any.
34. VIGIL MECHANISM.
The Company has in place a vigil mechanism in the form of Whistle
Blower Policy for Directors and Employees in Compliance with Section 177(9) of the Act and
Regulation 22 of the SEBI Regulations to report genuine concerns regarding unethical
behavior and mismanagements any. It aims at providing avenues for employees to raise
complaints and to recieve feedback on any action taken and seeks to reassure the employees
that they will be protected against victimization and for any whistle blowing conducted by
them in good faith. The policy is intended to encourage and enable the employees of the
Company to raise serious concerns within the organization rather than overlooking a
problem or handling it externally.
The Company is committed to the highest possible standard of openness,
probity and accountability. It contains safeguards to protect any person who uses the
Vigil Mechanism by raising any concern in good faith. The Company protects the identity of
the whistle blower if the whistle blower so desires, however the whistle blower needs to
attend any disciplinary 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 Chairman of the Audit Committee. The confidentiality of those reporting violations
is maintained and they are not subjected to any discriminatory practice. The said Whistle
Blower Policy has 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 are attached as Annexure - VIII to this Report.
The Particulars of employees as required in terms of the provisions of
Section 197 read with Rules 5 (2)& (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) rules,2014 are also included in Annexure - VIII to this
Report.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India with respect to Board
Meeting & General Meeting.
37. RISK MANAGEMENT
The Company has developed and implemented a Risk Management Policy. The
details of elements of risk are provided in the Management Discussion and Analysis section
of the Annual Report.
38. COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of Companies Act, 2013, the
Company has complied with applicable provisions of secretarial standards issued by
Institutes of Comany Secretaries of India (ICSI) and notified by Ministry of Corporate
Affairs (MCA).
39. 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 tolerate any discrimination and/ or harassment in any form. The Company has in place
an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaints Committee has been set up to redress complaints received regarding sexual
harassment.
All women employees (permanent, contractual, temporary, trainees) are
covered under this policy. During the period 2022-23, no complaints were received by the
committee.
40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE 2016
During the period under review, there were no applications made or
proceedings pending in the name of the Company under IBC, 2016.
41. PUBLIC DEPOSITS
During the period under review, the Company has not accepted any
deposits from public, members or employees under the Companies Act, 2013 and as such, no
amount of principal or interest on public deposits was outstanding as on the date of
balance sheet.
42. CREDIT RATING
The Company has not taken any rating during financial year 2022-23.
43. SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by any regulators
or courts or tribunals impacting the going concern status and Company's operations in
future during the period under review.
44. LISTING AT STOCK EXCHANGE
The Equity Shares of Company are listed on BSE Limited and the National
Stock Exchange of India Limited and are actively traded. The Company has already paid the
Annual Listing Fee to the concerned Stock Exchanges for the year 2022-23 and 2023-24.
45. HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS
During the period under review, the relations between the Management
and the workmen were highly cordial. Human resources initiatives such as skill up
gradation, training, appropriate reward & recognition systems and productivity
improvement were the key focus areas for development of the employees of the Company.
Industrial relation continued to remain cordial at all level of the
employee during the year.
46. DIVIDEND DISTRIBUTION POLICY
The Board of Directors of your Company had approved the Dividend
Distribution Policy in accordance with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). The objective of this policy is to establish the parameters to be
considered by the Board of Directors of your Company before declaring or recommending
dividend. The Policy is available at the official website of the Company i.e.
www.rollatiners.in.
47. 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 every effort is made to resolve the same at the earliest. The
Stakeholders Relationship Committee of the Board periodically reviews the status of the
redressal of investors' grievances.
48. ACKNOWLEDGEMENT & APPRECIATION
Your Directors wish to place on record the sincere and dedicated
efforts of all the employee of the Company. Your Directors also take this opportunity to
offer their sincere thanks to the Financial Institutions, Banks and other Government
Agencies, valued customers 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 : 04th September, 2023 |
DIN:00143244 (Chairperson) |