Mar 31, 2018
To
The Members of,
Rollatainers Limited
The Directors are pleased to present the 47th Annual Report on the business and operations of your Company along with the audited financial statements for the period ended 31st March, 2018.
FINANCIAL RESULTS
The standalone and consolidated financial statements for the financial year ended March 31, 2018, 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 2017-18 are provided below:
(Rupees in Lakhs)
PARTICULARS |
Standalone |
Consolidated |
||
Financial Year ended 31.03.2018 |
Financial Year ended 31.03.2017 |
Financial Year ended 31.03.2018 |
Financial Year ended 31.03.2017 |
|
Revenue from Operations |
1601.12 |
450.85 |
13668.13 |
14235.13 |
Other Income |
143.74 |
391.04 |
792.62 |
1445.60 |
Total Revenue |
1,744.87 |
841.89 |
14460.75 |
15680.73 |
Total Expenses |
1,904.75 |
702.17 |
16313.10 |
16612.26 |
Profit/(Loss) before Tax and Exceptional Items |
(159.88) |
139.72 |
(1852.35) |
(931.53) |
Exceptional Items |
219.06 |
(2.43) |
1625.21 |
(2.43) |
Profit before Tax |
59.18 |
137.29 |
(227.14) |
(933.96) |
Tax Expenses |
161.37 |
445.42 |
(253.99) |
494.41 |
Share of Profit/(Loss) of Associates and Joint Venture |
0 |
0 |
(71.28) |
(512.11) |
Net profit/(loss) for the year |
(102.19) |
(308.13) |
(44.43) |
(1940.49) |
Other comprehensive (loss)/income for the year |
0 |
0 |
12.05 |
5.56 |
Total comprehensive income for the year |
(102.19) |
(308.13) |
(32.38) |
(1934.93) |
EPS |
(0.04) |
(0.12) |
(0.01) |
(0.77) |
FINANCIAL PERFORMANCE Standalone
During the period under review, based on Standalone financial statements, the Company earned Total revenue amounting to Rs. 1744.87 Lakhs as compared to Rs. 841.89 Lakhs in the previous year. Loss after Tax stood at Rs. 102.19 Lakhs as against Loss after Tax of Rs. 308.13 Lakhs in the previous year.
Consolidated
During the period under review, based on consolidated financial statements, the Company earned Total revenue amounting to Rs. 14,460.75 Lakhs as compared to Rs. 15,680.73 Lakhs in the previous year. Loss after Tax stood at Rs. 44.43 Lakhs as against Loss after Tax of Rs. 1,940.49 Lakhs in the previous year.
CONSOLIDATED FINANCIAL STATEMENT
In pursuance of the provisions 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 associates companies 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.
DIVIDEND
In view of losses incurred during the period under review, the Board of Directors has not recommended any dividend for the financial year ended March 31st, 2018.
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 any amount to the IEPF established by the Central Government as the company has not declared any dividend for relevant financial year.
TRANSFER TO RESERVES
Your Company has not transferred any amount under the head General Reserve in the Financial Statements for the Financial Year ended March 31, 2018. Whereas, the company has incurred losses during the period and has provided the same under the head Retained Earnings in Other Reserves, forming part of the Financial Statements for the Financial Year ended March 31, 2018 as prepared 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.) |
47,00,00,000 |
18,00,00,000 |
2. |
Paid Up Share Capital (in Rs.) |
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. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.
APPLICABLITY OF INDIAN ACCOUNTING STANDARDS (IndAS)
The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette, notified the Indian Accounting Standards (Ind AS) and Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian Accounting Standards (âInd ASâ) from April 01, 2017 (transition date to Ind AS is April 01, 2016) and the Financial Statements have been prepared in accordance with recognition and measurement principal of Indian Accounting Standards (âInd ASâ) as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of the Companies Act, 2013. The Annual Accounts for the year ended March 31, 2018 have been prepared in accordance to Indian Accounting Standard (IndAS) and the figures for the year ended March 31, 2017 have been restated in terms of IndAS.
The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.
SIGNING OF MOU FOR STAKE SALE OF ITâS JV COMPANY
On 21st August, 2017, Rollatainers Limited has signed and Executed Memorandum of Understanding (MOU) with IMM Associates, Mauritius, to sell equity stake held by Rollatainers Limited in Sierra Nevada Restaurants Pvt Ltd. (JV Company) to IMM Associates, Mauritius.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the Listing Agreement executed with BSE Limited & The National Stock Exchange of India Limited and Regulation 17 to 27 read with schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report on Corporate Governance, the Report on Management Discussion and Analysis (MDA) and the requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance are provided in a separate section which forms part of the Annual Report.
DIRECTORSâ 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.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company has following Subsidiary Companies and Associate Companies as on March 31, 2018:
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) |
*During the Financial Year ended on March 31, 2018, the Company has only one Associate/Joint Venture Company i.e. Rollatainers Toyo Machine Private Limited and the Company has sold its Equity Stake in Sierra Nevada Restaurants Private Limited to IMM Associates Mauritius on December 07, 2017.
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 Companyâs 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 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Change in Directors during the Financial Year ended March 31, 2018:- During the Financial year ended March 31, 2018 there was no appointment and cessation of director in the Company.
b) 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 Article of Association of the Company read with the 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 47th Annual General Meeting. The Board recommends her re-appointment.
c) Independent Directors:- All the Independent Directors of the Company have given 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 and Disclosure Requirements) Regulations, 2015
d) Key Managerial Personnel: Pursuant to the provisions of Section 203 of the Companies Act, 2013 and the rules made there under, the Company has appointed Mr. Darshan Prasad Yadav, Chief Financial Officer (CFO) with effect from June 13, 2018 and Mr. Ajay Jaiswal resigned from the office of Chief Financial Officer with effect from October 03, 2017.
There has been no other change in the directors and Key Managerial Personnel of the Company except as stated above.
FAMILIARIZATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your 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 Independent Directors an 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)
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.
BOARD MEETINGS HELD DURING THE YEAR
During the period under review Four (04) meetings of the Board were held 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 prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
BOARD EVALUATION
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per provisions of the Companies Act, 2013 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, Chairperson 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.
INTERNAL FINANCIAL CONTROLS
The Board has laid down internal financial Controls to be followed by the Company which commensurate with the size, scale and complexity of its operations. 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.
AUDITORS
1. STATUTORY AUDITORS AND THEIR REPORT
Pursuant to provisions of Section 139 and 141 of the Companies Act, 2013 and rules framed there under, the statutory auditors of the Company M/s Raj Gupta & Co., Chartered Accountants was appointed from the conclusion of 46th Annual General Meeting (AGM) held on 27th September, 2017 until the conclusion of 51st Annual General Meeting 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 their eligibility under Section 139 and 141 of the Companies Act, 2013 and the Rules framed thereunder for the appointment as Auditors of the Company. Also as required under Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Company has received a consent letter from the statutory auditors for their ratification till 51st Annual General Meeting of the Company pursuant to provision 139 of the Companies Act, 2013 as amended from time to time.
The Auditorâs Report does not contain any qualifications, reservations or adverse remarks. The Report is attached hereto and is self-explanatory requiring no further elucidation.
However, for the Financial Year ended March 31, 2018, the auditors M/s Raj Gupta & Co., 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.
Further, the Auditorâs Report for Financial Year ended March 31, 2018 does not have any qualifications and adverse remarks and the notes on Financial Statements referred to in the Auditorsâ Report are self-explanatory and, therefore, do not call for further clarification.
DETAIL OF FRAUD AS PER AUDITORS REPORT
There is no fraud in the Company during the financial year ended 31st March, 2018, 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 year ended 31st March, 2018.
2. SECRETARIAL AUDITORS
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 for the financial year 2017-18. The Report of the Secretarial Audit in Form MR-3 for the period ended March 31, 2018 is annexed as Annexure I to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 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) 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 - II which forms part of this Annual Report.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extract of Annual Return of the Company in Form MGT-9 is attached as Annexure III to this Report.
Whereas, in pursuant to the Companies (Amendment) Act, 2017, the act has made substitution under Section 134(3) (a) of the Companies Act, 2013 to place the extract of Annual Return on the website of the Company. As to comply with the said provision the Company has placed the extract of Annual Return in Form MGT-9 on the website of the company 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 Exchange Earnings and Outgo stipulated 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 - IV to this Report.
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))
COMMITTEES OF THE BOARD
The Companyâs Board has the following Committees:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholdersâ Relationship Committee
(iv) Corporate Social Responsibility Committee
The details of the membership and attendance at the meetings of the above Committees of the members 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 Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which interalia 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/investors.php)
CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the Company and the related details for the period 2017-2018 are set out in Annexure V 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 (URL; http://www.rollatainers.in/investors.php)).
AUDIT COMMITTEE
The Board has constituted an Audit Committee, which comprises Mr. Sanjiv Bhasin, Chairman (Independent Director), Mr. Pyush Gupta, Whole Time Director and Mr. Vivek Kumar Agarwal, Independent Director as the Members. The Board of Directors have accepted all the recommendations of the Audit Committee.
VIGIL MECHANISM
The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive 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 Company also provides a platform to its employees for having direct access to the Whole Time Director. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.
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.
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 2017-18, 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 are annexed as Annexure-VI which forms part of the Annual Report.
The particulars of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is Nil.
PUBLIC DEPOSITS
During the period under review, the Company has not accepted any fixed deposits from public, 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 or tribunals impacting the going concern status and Companyâs operations in future.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.
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, 2018, 24,87,11,800 Equity Shares representing 99.43% 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.
LISTING AT SOCK EXCHANGE
The Equity Shares of Company are listed on BSE Limited and the National Stock Exchange of India Limited and are actively traded.
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 by a Company Secretary in whole-time 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 aforesaid Reports on Reconciliation of Share Capital were duly submitted to the BSE Limited and the National Stock Exchange where the Equity Shares of the Company are listed.
INDUSTRIAL RELATIONS
During the period under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill upgradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.
INVESTOR RELATIONS
Your Company always endeavours to promptly respond to shareholdersâ 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 investorsâ grievances.
GOODS AND SERVICE TAX (GST)
GST is an Indirect Tax which has replaced many Indirect Taxes in India. The Goods and Service Tax Act was passed in the Parliament on 29th March 2017. Goods and Service Tax (GST) came into effect from July 01, 2017 through the implementation of one Hundred and first amendment of the Constitution of India. The tax replaced existing multiple cascading taxes levied by the Central and State Government. As GST is one indirect tax for the entire country.
Your company has successfully implemented and migrated to GST followed by the changes across various departments/ operation of the Company.
ACKNOWLEDGEMENT
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
Place : New Delhi Aarti Jain
Date : 18th August, 2018 DIN: 00143244
(Chairperson)
Jun 30, 2015
The Directors are pleased to present the 44th Annual Report on the
business and operations of your Company along with the Standalone and
consolidated financial statements for the financial year ended 30th
June, 2015.
FINANCIAL RESULTS (Standalone) (Rupees in lacs)
PARTICULARS Year ended Year ended
30th June, 2015 30th June, 2014
Sales 17091 36290
Less: Expenditures 15945 35347
Gross Profit/(Loss)
Before Depreciation 1146 943
Less: Depreciation 229 180
Profit/(Loss) before Other
income, Exceptional
& Extra-ordinary items & tax 917 763
Add: Other Income 48 6
Profit/(Loss) before Exceptional &
Extra-ordinary items & tax 965 769
Less: Exceptional Items - 1697
Profit/(loss) before Extra-ordinary
items & tax 965 2466
Extra-ordinary items - -
Profit/(loss) for the year before tax 965 2466
Less: Tax expense 906 -
Profit/(loss) for the year 1871 2466
Add : Accumulated Losses (6150) (8616)
Balance available for appropriation (4279) (6150)
Balance Carried to Balance Sheet (4279) (6150)
PERFORMANCE REVIEW
During the year under review, the total income of the Company stood at
Rs.17139 lacs as compared to Rs. 36296 lacs during the corresponding
previous year ended on 30th June, 2014.EBITDA for the year stood at Rs.
1,194 lacs as compared to Rs. 949 lacs for the year ended 30th June,
2014. Profit for the year ended 30th June, 2015 was Rs. 1871 lacs as
against Rs. 2466 lacs for the year ended 30th June, 2014.
DIVIDEND
The Board of Directors has not recommended any dividend for the
financial year ended 30.06.2015.
SUBDIVISION OF EQUITY SHARES
Pursuant to a Special Resolution passed by the shareholders of the
Company by way of Postal Ballot ,each equity share of the Face Value of
Rs. 10 each has been sub divided into 5 equity shares of Rs. 2 each
effective from June 6,2015 and Capital Clause of the Memorandum of
Association has been accordingly altered.
Shareholders having equity shares in electronic form received direct
credit of the sub-divided shares of Rs.2 each of the Company to their
depository account and the shareholders holding shares in physical form
were issued new share certificates of Rs.2 each in place of the old
share certificates. Post aforesaid sub division, the equity shares of
the Face Value of Rs. 2/- each were allotted a new ISIN i.e.
INE927A01032.
Presently, the altered authorized share capital of the Company is Rs.
6,50,000,000 divided into 2,35,000,000 equity shares of Rs 2/- each and
18,00,000 Redeemable Preference Shares of Rs. 100/- each and the
Issued, Subscribed and Paid up share capital of the Company is Rs.
3,64,130,000 divided into 1,25,065,000 Equity Shares of Rs. 2/ -
each,1,40,000 ,10 % Non- Convertible Redeemable Preference Shares of
Rs. 100/- each and 10,00,000, 2% Redeemable , Non Cumulative, Non
Convertible Preference Shares of Rs.100/- each.
ACQUISITION AND CONSOLIDATION OF FOOD BUSINESS
The Company has a longstanding presence in the consumer packaging
industry, particularly as a Supplier to the Fast Moving Consumer goods
(FMCG) sector. During the year under review, the Company through its
Wholly Owned Subsidiary "Carnation Hospitality Private Limited"
("Carnation") entered into various segments of food business which are
as follows:
- Rollatainers and International Market Management Limited's 50:50
Joint Venture Company Sierra Nevada Restaurants Private Limited entered
into a long term Franchise Agreement for setting up the Wendy's
Restaurant Franchise in India. Wendy is the third largest Burger Chain
in the World.
- Carnation and International Market Management Limited's 50:50 Joint
Venture Company Dolomite Resaurants Private Limited entered into a long
term Development Agreement with Jamie's Italian International Limited
to operate Jamie's restaurants across India. Jamies is an Italian
dinning chain by celebrity chef Jamie Oliver.
- Carnation acquired Lavazza's Wholly Owned Subsidiary Barista Coffee
Company Limited which operates the second largest coffee chain in India
with a presence in UAE, Sri Lanka, Nepal, Bangladesh & Myanmar.
- Carnation also acquired the Kylin Restaurant chain and the Mapple
Food Business. Kylin operates World Class casual dining chain for over
10 years. Mapple's all day multi-cuisine restaurant operates across the
Mapple Hotels including banqueting services.
The Company's entry into the food business is a natural extension into
the attractive consumer food segment and also leverages its existing
expansion of working with International Brands. All the stakeholders of
the Company are expected to benefit from the value created by
successfully participating in the restaurant and food services sector.
CONSOLIDATED FINANCIAL STATEMENT
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.
STATE OF COMPANY'S AFFAIRS
The state of affairs of the Company is presented as part of the
Management Discussion and Analysis Report forming part of the Annual
Report.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with Clause
49 of the Listing Agreement executed with BSE Limited. The report on
Management Discussion and Analysis, the Report on Corporate Governance
and the requisite Certificate from the Auditors of the Company
confirming compliance with the conditions of Corporate Governance are
provided in a separate section which forms part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(5) of the Companies
Act, 2013, the Directors hereby confirm that:
a) in the preparation of the annual accounts for the year ended 30th
June, 2015, the applicable Accounting Standards have been followed and
there are no material departures from the same;
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 as at 30th June, 2015 and of the profit 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;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
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.
SUBSIDIARIES AND JOINT VENTURES
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 and Joint Ventures
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.(Annexure-I)
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. Further, audited financial
statements together with related information and other reports of each
of the subsidiary companies, have also been placed on the website of
the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the recommendation of the Nomination and Remuneration
Committee, Mr. Ajay Kumar was appointed as the Chief Financial Officer
of the Company effective from August 28,2014 in accordance with the
provisions of Section 203 of the Companies Act, 2013.
Mr. Brajinder Mohan Singh was co-opted on the Board as an Additional
Director effective from March 31, 2015. Further, the Shareholders of
the Company by an Ordinary Resolution passed through Postal Ballot, the
results of which were announced on May 22, 2015, approved the
appointment of Mr. Brajinder Mohan Singh as an Independent Director for
a term of 5 years effective from March 31, 2015.
During the year under review, M r. Sanjay Tiku and Mr. Vinod Kumar
Uppal, Directors of the Company, stepped down from the Board on 1st
June, 2015. The Board wishes to place on record its deep sense of
appreciation for the valuable contributions made by them to the Board
and the Company during their tenure as Directors.
M r. Aditya Malhotra, Director of the Company retires by rotation at
the ensuing Annual General Meeting and being eligible offers himself
for re-appointment. The Board recommends his re-appointment. A Brief
Resume of Mr. Aditya Malhotra as required under Clause 49 of the
Listing Agreement and Companies Act 2013, forms part of the notice
convening Annual General Meeting.
FAMILIARIZATION PROGRAMME
Details of the familiarization programme of the Independent Directors
are available on the 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 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 read with Clause
49 of the Listing Agreement.
BOARD MEETINGS HELD DURING THE YEAR
Ten (10) meetings of the board were held during the year, 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 prescribed under the Companies Act, 2013
and the Listing Agreement.
BOARD EVALUATION
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 fulfillment 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.
INTERNAL FINANCIAL CONTROLS
The Board has laid down internal financial Controls to be followed by
the Company commensurate with the size, scale and complexity of its
operations. 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.
STATUTORY AUDITORS AND AUDITORS REPORT
M/s Manoj Mohan & Associates, Chartered Accountants, (Firm Regd. No:
009195C) were appointed Statutory Auditors of the Company to hold
office up to the conclusion of 46th Annual General Meeting of the
Company subject to the ratification of their appointment at every
Annual General Meeting. M/s Manoj Mohan & Associates ,Chartered
Accountants have confirmed their eligibility and willingness to accept
office, if their appointment is ratified at the ensuing Annual General
Meeting. The proposal for the ratification of their appointment is
included in the notice for Annual General Meeting sent herewith.
The Company has received a consent letter from the statutory auditors
for their appointment, and a certificate from them that their
appointment, if ratified, shall be in accordance with the conditions as
prescribed under the Companies Act, 2013 and that they are not
disqualified for appointment.
The Auditor's Report does not contain any qualifications, reservations
or adverse remarks. The Report is attached hereto and is
self-explanatory requiring no further elucidation.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/S S. Khurana &
Associates, Company Secretaries, New Delhi to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit in Form MR 3
for the Financial Year ended 30th June, 2015 is annexed as Annexure II
to the Report. There are no qualifications, reservations or adverse
remarks made by Secretarial Auditor in their report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 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) 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 are
attached as Annexure III to this Report.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Companies Act, 2013, the extract
of the annual return is provided in Annexure IV in the prescribed Form
MGT-9, which forms part of this report.
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 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 V to this Report.
COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. 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.
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 Director(s)/ Key managerial
personnel and their remuneration.
CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the
Company and the initiatives undertaken by the Company on CSR activities
during the year are set out in Annexure VI 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.
AUDIT COMMITTEE
The Board has constituted an Audit Committee, which comprises of
Mr.Sanjiv Bhasin, Independent Director as the Chairman, Mr. Pyush Gupta
and Mr. Vivek Kumar Agarwal, Independent Directors as the Members. The
Board of Directors have accepted all the recommendation of the Audit
Committee.
VIGIL MECHANISM
The Company has in place a vigil mechanism in the form of Whistle
Blower Policy. It aims at providing avenues for employees to raise
complaints and to receive 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 Company also provides a
platform to its employees for having direct access to the Whole Time
Director. The confidentiality of those reporting violations is
maintained and they are not subjected to any discriminatory practice.
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.
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 year
2014-15, 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 are attached as Annexure  VII to
this Report.
The particulars of employees as required in terms of the provisions of
Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is Nil.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any fixed
deposits from public, 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 or tribunals 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
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) for dematerialization of shares. As on
30th June 2015, 1,24,275,135 Equity Shares representing 99.37 % 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 INE927A01032
LISTING AT SOCK EXCHANGE
The Equity Shares of Company are listed on BSE Limited and are actively
traded. The Company has paid the annual listing fee to the concerned
Stock Exchange for the year 2015-16. During the Year under review, the
Company has applied for listing of its equity shares at National Stock
Exchange of India Limited (NSE), which is in process.
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 by a Company Secretary in whole-time 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 aforesaid Reports on
Reconciliation of Share Capital were duly submitted to the BSE Limited
where the Equity Shares of the Company are listed.
INDUSTRIAL RELATIONS
During the year 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.
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.
ACKNOWLEDGEMENT
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: Dharuhera, Haryana (Aarti Jain)
Date: 27st August, 2015
DIN: 00143244
Chairperson
Jun 30, 2014
Dear Members,
The Directors are delighted to present the 43rd Annual Report of your
Company together with the Audited Annual Accounts for the financial
year ended 30th June, 2014.
FINANCIAL RESULTS
The financial performance of your Company for the financial year ended
30th June, 2014 is summarized below:
(Rs. in ''000)
PARTICULARS Year ended Nine Months Period
30-06-2014 ended 30-06-2013
Sales and Other Income 36,29,593 25,48,979
Expenditures 35,34,750 24,46,296
Gross Profit/(Loss)
Before Depreciation 94,843 1,02,683
Depreciation 17,961 12,870
Profit/(Loss) before
Exceptional & Extra-
ordinary items & tax 76,882 89,813
Exceptional Items - -
Profit/(loss) before
Extra-ordinary items & tax 76,882 89,813
Extra-ordinary items 1,69,695 -
Profit/(loss) for the year 2,46,577 89,813
Add : Accumulated Loss (8,61,572) (9,51,385)
Balance available for
appropriation (6,14,995) (8,61,572)
Amount Transfer to
Capital Reserve - -
Surplus Carried to
Balance Sheet (6,14,995) (8,61,572)
PERFORMANCE REVIEW1
During the year under review, the Company''s total income increased to
Rs. 362.96 crore from Rs. 254.90 crore as compared with previous nine
months ended 30th June, 2013. EBITDA for the year stood at Rs. 9.48
crore as compared to Rs. 10.27 crore of the nine months period ended
30th June, 2013. Profit for the year ended 30th June, 2014, was Rs.
24.66 crore as against of Rs. 8.98 crore for the nine months ended 30th
June, 2013.
DIVIDEND
During the year under review, the board of Directors have not
recommended any dividend.
DIRECTORS
During the year under review, Ms. Aarti Jain (DIN: 00143244), Director
of the Company retires at the ensuing Annual General Meeting in
accordance with Section 152(6) of the Companies Act, 2013, and being
eligible, offers herself for re-appointment.
Pursuant to the provisions of Companies Act, 2013, Mr. Pyush Gupta
(DIN: 03392865), Mr. Vivek Kumar Agarwal (DIN: 01479902), Mr. Sanjiv
Bhasin (DIN: 01119788) and Mr. Sanjay Tiku (DIN: 00300566), Directors
proposed to be appointed as Independent Directors of the Company. The
Company has received declarations from all the Independent Directors of
the Company confirming that they meet with the criteria of independence
as prescribed both under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchange.
Brief resume of the Directors proposed to be appointed/re-appointed as
stipulated under Clause 49 of the Listing Agreements is provided in the
notice forming part of the Annual Report. Further, the companies in
which they
1The financial performance is standalone financials for Rollatainers
Ltd. hold memberships/chairmanships of Board Committees, is provided
in the Corporate Governance Section of this Annual Report.
MAJOR CORPORATE DEVELOPMENTS
- Share Purchase Agreement with Barista Coffee Company Limited
Rollatainers Limited has signed definitive agreements to acquire stake
along with the management control in "Barista Coffee Company Limited" a
subsidiary of Lavazza, through its wholly owned sibsidiary i.e.
Carnation Hospitality Pvt. Ltd.("Carnation"). Barista operates the
Second Largest Coffee Chain in India with a presence in the UAE, Sri
Lanka, Nepal, Bangladesh and Myanmar. The entry into the coffee sector
compliments Rollatainers'' existing presence in the casual and fine
dining restaurant sectors and food sevices sub-sector.
- Share Purchase Agreement with Wendy''s Company
Rollatainers Limited has entered into a license agreement through
Sierra Nevada Restaurants Private Limited, a Company in which
Rollatainers Limited is having 50% Equity Stake, with the Wendy''s
Company to develop and operate the Wendy''s brand across India.
Rollatainers and International Market Management Ltd. ("IMM") each have
a 50% Equity interest in Sierra Nevada Restaurants Private Limted. The
Wendy''s Company (NASDAQ:WEN) is the world''s third largest quick-service
hamburger restaurant chain.
SUBSIDIARIES
In accordance with the general circular dated 08/02/2011 read with
circular dated 21/02/2011, issued by the Ministry of Corporate Affairs,
Government of India, has granted exemption from attaching the Annual
Accounts of the Subsidiary Companies with the Annual published accounts
of the Company subject to fulfilment of conditions stipulated in the
circulars. However the financial information of the Subsidiary
Companies is disclosed in the Annual Report in compliance with the said
circular. The Company will make available the Annual Accounts of the
subsidiary companies and the related detailed information to any member
of the holding and subsidiary Company seeking information at any point
of time. The Annual Accounts of the subsidiary companies will also be
kept open for inspection at the Registered Office of the Company and at
the office of the respective Subsidiary Companies during business hours
of the respective Companies. The Consolidated Financial Statements
presented by the Company includes the financial results of its
Subsidiary Companies.
However, pursuant to Accounting Standard AS-21 issued by the Institute
of Chartered Accountants of India, Consolidated Financial Statements
presented by the Company include the financial statements of its
Subsidiary Company.
AUDITORS
M/s Manoj Mohan & Associates, Chartered Accountants, Statutory Auditors
of the Company, retires at the ensuing Annual General Meeting of the
Company and have expressed their willingness for reappointment as
Statutory Auditors in accordance with the Companies Act, 2013 and
confirmed that their reappointment, if made, will be within the
prescribed limits under Section 141(3)(g) of the Companies Act, 2013
and they are not disqualified for reappointment within the meaning of
Section 141 of the said Act.
AUDITORS'' REPORT
The Auditor''s Report is attached hereto and is self-explanatory
requiring no elucidation.
COST AUDITORS
In terms of Section 148 of the Companies Act, 2013, M/s J.C. Khanna &
Co., Cost Accountants having Firm Registration No. 101968, were
appointed as Cost Auditor of the Company to give Compliance Report on
the basis of Cost Records of the Company for the year ended 30th June,
2014. Compliance Report would be submitted within prescribed time.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits
from public.
DEMATERIALISATION OF SHARES
The Company has admitted its shares to the depository system of
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) for dematerialisation of shares. The
International Securities Identification Number (ISIN) allotted to the
Company is INE927A01024. The equity shares of the Company are
compulsorily traded in dematerialized form as mandated by the
Securities and Exchange Board of India (SEBI).
The Equity Shares of the Company are actively traded on Bombay Stock
Exchange Limited (BSE).
STATUS OF DEMATERIALISATION OF SHARES
As on 30th June 2014, 2,48,46,642 equity shares representing 99.33% of
your Company''s Paid up Equity Share Capital are in dematerialised form.
LISTING AT STOCK EXCHANGE
The Equity Shares of Company are listed on Bombay Stock Exchange
Limited. The Company has paid annual listing fee to the Stock Exchange
for FY 2014-15.
RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities and Exchange Board of India
("SEBI"), M/s Iqneet Kaur & Co., Company Secretaries, New Delhi,
undertakes the Share Capital Audit on a quarterly basis. The Purpose of
the audit it to reconcile the total number of sheres held in National
Securities Depository Limited (NSDL), Central Depository Services
(India) Limited (CDSL) and in physical form with the admitted, issued
and paid up capital of the Company.
The Share Capital Audit Reports as submitted by M/s Iqneet Kaur & Co.,
Company Secretaries, New Delhi, on a quarterly basis were forwarded to
the Bombay Stock Exchange Limited where the equity shares of the
Company are listed.
CASH FLOW STATEMENT
As required by Clause-32 of the Listing Agreement a Cash Flow Statement
is annexed and forms part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
Consolidated Financial Statements in accordance with Accounting
Standard-21 issued by The Institute of Chartered Accountants of India
have been provided in the Annual Report. These Consolidated Financial
Statements provide financial information about your Company and its
subsidiaries as a single economic entity.
CORPORATE GOVERNANCE
A separate Section on Corporate Governance, Management Discussion and
Analysis and the certificate from the CEO, CFO and Company''s Statutory
Auditors as required under Clause 49 of the Listing Agreement with
stock exchange, is forming part of the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed: -
1. that in the preparation of the annual accounts for the period ended
on 30.06.2014 the applicable accounting standards have been followed;
2. that the Directors had 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 and of the profit of the Company for the year
under review;
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. that the annual accounts have been prepared on a going concern
basis.
STATUTORY INFORMATION
- Particulars of Employees under Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 - Nil
- Statutory details of Energy Conservation and Technology Apsarption,
R&D activities and Foreign Exchange. Earnings and Outgo, as required
under Section 217(1)(e) of the Companies Act, 1956 and rules prescribed
there under i.e. the Companies (Disclosure of Particulars in Report of
Board of Directors) Rules, 1988 are given in the Annexure (A) and forms
part of this Annual Report.
INDUSTRIAL RELATIONS
During the year under review, the relations between the Management and
the workmen were highly cordial.
Human resources initiatives such as skill upgradation, training,
appropriate reward & recognition systems and productivity improvement
were the key focus areas for development of the employees of the
Company.
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.
ACKNOWLEDGEMENT
Your Directors wish to place on record the sincere and dedicated
efforts of all the members of the Company''s team. Your Directors also
take this opportunity to offer their sincere thanks to the Financial
Institutions, Banks and Government Agencies, Our valued customers and
the Investors for their continued support and assistance.
Your Directors also express their profound thanks to all the
stakeholders for their faith and continued support in the endeavours of
the Company.
By Order of the Board
For ROLLATAINERS LIMITED
Sd/-
Place : Dharuhera, Haryana (Aarti Jain)
Date : 1st December, 2014 DIN: 00143244
Chairperson
Jun 30, 2013
Dear Members,
The Directors are delighted to present the 42nd Annual Report of your
Company together with the Audited Accounts for the nine months period
ended 30th June, 2013.
FINANCIAL RESULTS
The financial performance of your Company, for the nine months period
ended 30th June, 2013 is summarized below:
(Rs. in 000)
PARTICULARS Nine Months
period Year ended
ended 30-06-2013 30-09-2012
Sales and Other Income 2548979 551173
Expenditures 2446296 572948
Gross Profit/(Loss) Before
Depreciation 102683 (21775)
Depreciation 12870 18561
Profit/(Loss) before tax 89813 (40336)
Provision for tax
Profit/(loss) after tax 89813 (40336)
Provision for deferred tax
Profit/(loss) after deferred tax 89813 (40336)
Add : Accumulated Loss (951385) (911049)
Balance available for appropriation (861572) (951385)
Amount Transfer to Capital Reserve
Surplus Carried to Balance Sheet (861572) (951385)
COMPANY OVERVIEW
Rollatainers is one of the leading packaging companies of the country
with a legacy of more than four decades of pioneering work in the field
of packaging & engineering. The Company has the unique capability of
manufacturing Folding Cartons, Flexible Packaging and Packaging
Machinery. With a presence across the packaging spectrum, it is in a
position to offer its customers product innovations, inter disciplinary
and end-to-end packaging solutions.
The Company has a blue chip customer base which includes Hindustan
Unilever, Britannia Industries, Tata Global Beverages, Pepsico, Nestle,
Amul, Perfetti Vanmelle, BASF, P&G amongst many others.
The Company currently operates in following segments of packaging
industry:
- Carton Division manufactures lined cartons, mono cartons and litho
laminated/fluted cartons. The facility to manufacture litho laminated
cartons was set up in the last twelve months. This being one of the
fastest growing categories of the carton industry is expected to boost
the Company''s sales significantly in the near future. The Company has
been continuously investing in modernizing the facility and adding
capabilities which would allow it to offer innovative products with
higher value adds. The facility is ISO 9001:2008 and FSC:COC certified.
It is being geared up for ISO 22000 certification in the coming months.
- Flexible Packaging Division (R.T. Packaging) produces gravure printed
laminates, wrap around labels and specialty pouches for food,
beverages, detergents and industrial products. Flexible Packaging is
the fastest growing segment of packaging industry and is expected to be
a key growth driver for the Company in coming years. A capacity
expansion is currently underway at the plant to increase the capacity.
The plant is ISO 9001:2008 certified.
- Engineering Division is involved in developing, designing, assembling
& manufacturing various types of Packaging Machinery for the FMCG
industry such as carton filling lines, FFS machines and vacuum
packaging systems. This division has experienced significant growth in
the recent past. This has encouraged Rollatainers to start Capital
Equipment Division that will operate through this Engineering Division.
The special purpose machines cater to automobile and engineering
sectors.
PERFORMANCE REVIEW1
During the nine months ended June 30, 2013, the Company''s total income
increased to Rs. 254.90 crore from Rs. 55.12 crore as compared with
previous year ended Sep 30, 2012. EBITDA for the period stood at Rs.
10.27 crore as compared to a loss of Rs. 2.18 crore in the previous
year ended 2012. Profit for the nine months ended June 30, 2013, was
Rs. 8.98 crore against a loss of Rs. 4.03 crore for previous year ended
Sep 30, 2012.
DIVIDEND
During the period under review, your Directors have not recommended any
dividend.
SHARE CAPITAL
During the period under review, the Authorized Share Capital of the
Company was increased twice.
Firstly, the Authorized Share Capital of the Company was increased from
Rs.25,00,00,000/- (Rupees Twenty Five Crores only) divided into
1,20,00,000 Equity Shares of Rs.10/- (Rupees Ten only) each and
13,00,000 Preference Shares of Rs.100/-(Rupees One Hundred only) each
to Rs.40,00,00,000/- (Rupees Forty Crores only) divided into
2,70,00,000 Equity Shares of Rs.10/-(Rupees Ten only) and 13,00,000
Preference Shares of Rs.100/-(Rupees One Hundred only) each.
Secondly, the Authorized Share Capital of the Company was increased
from Rs.40,00,00,000/- (Rupees Forty Crores only) divided into
2,70,00,000 Equity Shares of Rs.10/-(Rupees Ten only) and 13,00,000
Preference Shares of Rs.100/-(Rupees One Hundred only) each to Rs.
65,00,00,000/- (Rupees Sixty Five Crores) divided into 4,70,00,000
Equity Shares of Rs.10/- each and 18,00,000/- Preference Shares of Rs.
100/- each.
ISSUE OF BONUS SHARES
During the period under review, 15007800 Bonus Equity Shares of face
value Rs.10/- each were allotted in the proportion of 3:2 equity shares
held by the member(s) as on record date 28.02.2013.
Consequently, the Issued, Subscribed & paid up Equity Share Capital
stands increased to Rs. 25,01,30,000/- divided into 2,50,13,000 Equity
Shares of Rs.10/- each.
MAJOR CORPORATE DEVELOPMENTS
1. Change of Financial Year: The Board of Directors of the Company at
its meeting held on August 2, 2013, have decided to prepare Annual
Financial Account of the Company for the Period of 9 (Nine) months
instead of 12 (Twelve) months and accordingly Financial Year 2013 of
the Company shall be from 1st October 2012 to 30th June 2013.
2. Resignation/Appointment of Company Secretary: Ms. Aakanksha
Varshney has resigned from the Company as Company Secretary w.e.f.20th
July 2013 and Mr. Pankaj Mahendru has been appointed as Company
Secretary of the Company w.e.f. 26th August 2013. Henceforth Mr. Pankaj
Mahendru will act as Compliance officer of the Company with immediate
effect.
3. Increased Stake in R T Packaging Ltd: R T Packaging Ltd. has
allotted 20,000,000 equity share of Rs. 10/- each to Rollatainers Ltd
on preferential issue basis. Consequent to the above allotment of
shares, R T Packaging Ltd. became subsidiary Company of Rollatainers
Ltd.
4. Alteration of Object Clause: With the consent of the Shareholders,
the Object Clause of the Company has been altered. The Main Objects
pertains to manufacturing of all kinds of packaging, auto parts
components, steel, generation & distribution of power, deal in shares,
stock etc., to engage in real estate promotion, development and project
management association and to act as agents, brokers, stockist,
distributor, supplier or otherwise to deal in machines, jigs fixtures,
tooling etc., for automotive engineering and other industries.
5. ''Sick Company'' Status Withdrawn: The Honourable Board for
Industrial and Financial Reconstruction (BIFR), on consideration of the
submission made, material and facts on records, has noted that the
Rollatainers has ceased to be ''Sick Industrial Company'' within the
meaning of Section 3(1)(o) of the Sick Industrial Companies Act, 1985
(SICA) as the net worth of the Company has turned positive.
Accordingly, the Honourable BIFR has deregistered the Company from the
purview of the provisions of SICA/BIFR.
SUBSIDIARIES / JOINT VENTURES (JV)
R. T. Packaging Ltd. (RTPL): R T Packaging has become a subsidiary
Company of Rollatainers in June 2013, pursuant to an allotment of
2,00,00,000 equity share of Rs 10 each of R T Packaging to the Company
on preferential issue basis. RTPL produces gravure printed laminates,
wrap around labels and specialty pouches for food, beverages,
detergents and industrial products.
During the nine months ended June 30, 2013, RTPL recorded revenue of
Rs. 126.03 crore compared to Rs. 30.09 crore in the previous year ended
Sept 30, 2012. During the period under review EBITDA stood at Rs. 9.62
crore compared to a loss of Rs. 1.57 crore in the previous year ended
Sept 30, 2012. Profit for the nine months ended Jun 30, 2013, was Rs.
7.88 crore against a loss of Rs. 5.35 crore in the previous year ended
Sep 30, 2012.
As per the provisions of Section 212 of the Companies Act 1956, the
Company is required to attach the Directors'' Report, Balance Sheet,
Statement of Profit & Loss and other information of the Subsidiary
Company(ies) to its Balance Sheet. However, the Ministry of Corporate
Affairs, Government of India has vide its General Circular No. 2 and 3
dated 8th February, 2011 and 21st February, 2011, respectively, granted
a general exemption from compliance with section 212(8) of the
Companies Act, 1956 from attaching the Annual Accounts of
subsidiary(ies) with the annual published accounts of the Company
subject to fulfillment of conditions stipulated in the circulars. In
compliance with the above circular, the Annual Accounts will be made
available upon request by any member of the Company/ its Subsidiary.
The Annual Accounts of the Subsidiary Company(ies) will also be kept
for inspection by any investor at the Registered Office of the Company
and at the office of the respective Subsidiary Companies during
business hours of the respective Companies.
Further as per the provisions of Section 212 of the Act, a statement of
the holding Company''s interest in the Subsidiary Company is attached
herewith and forms part of the Annual Report.
However, pursuant to Accounting Standard AS-21 issued by the Institute
of Chartered Accountants of India, Consolidated Financial Statements
presented by the Company include the financial statements of its
Subsidiary Company.
Joint Venture Agreement with Toyo Machine Manufacturing Co.:
Rollatainers & Toyo Machine Manufacturing Co. have signed a Joint
Venture (JV) agreement to develop, design, assemble, manufacture,
produce industrial machines and spare parts for production packaging
and printing machines for all kinds of consumer and industrial products
in India and to market, sell and service the products throughout the
territory.
This Joint Venture Company namely Rollatainers  Toyo Machine Private
Limited is formed with investment of 50% by Rollatainers and 50% by
Toyo Machine Manufacturing Co. The Joint Venture is to set up a
state-of-the-art manufacturing and design facility near Delhi and will
cater to the huge retail food and agricultural processing and
pharmaceutical industries that are poised for a rapid growth in the
near future.
DIRECTORS
In accordance with Section 255 read with Section 256 of Companies Act,
1956 and the Article of Association of the Company, Mr. Sanjay Tiku &
Mr. Vinod Kumar Uppal, Directors of the Company retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
During the period under review, Mrs. Aarti Jain, Mr. Aditya Malhotra, M
r. Vivek Kumar Agarwal, & M r. Sanjiv Bhasin were appointed as
Additional Directors on the Board of the Company. Pursuant to Section
260 of the Companies Act, 1956 their tenure as directors expire on the
date of ensuing Annual General Meeting, notice signifying the intention
to appoint them as Directors have been received from the members of the
Company in terms of Section 257 of the Companies Act, 1956, accordingly
respective resolutions to that effect have been provided in the notice
of the Annual General Meeting as Special business.
M r. Sagato Mukerji was appointed as Whole Time Director of the Company
for a period of 5 years commencing from 10th January, 2013 to 09th
January, 2018.
Mr. Arvind Dham was appointed as an additional Director on 11.05.2013.
Mr. Ashish Pandit and Mr. Prakash Chandra Lohumi, Directors resigned
from the Board of Directors of the Company w.e.f. 29.08.2013. and M r.
Arvind Dham, Director resigned from the Board w.e.f. 10.09.2013.
Brief resume of the Directors proposed to be reappointed, nature of
their industry expertise in specific functional areas and names of
companies in which they hold directorships is provided in the notice
forming part of the Annual Report. Further, the name of the companies
in which they hold memberships/chairmanships of Board Committees, as
stipulated under Clause 49 of the Listing Agreement is provided in the
Corporate Governance Section of this Annual Report.
CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Director''s Report and the certificate from the Company''s Statutory
Auditors confirming compliance of Corporate Governance norms as
stipulated in Clause 49 VII of the Listing Agreement with the Indian
Stock Exchange is included in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis of the Company''s financial
condition including the results of operations of the Company for the
year under review as required under Clause 49 of the Listing Agreement
with Stock Exchange is presented in a separate section forming part of
the Annual Report.
PUBLIC DEPOSITS
The Company has neither invited/ nor accepted any fixed deposits from
public during the period ended 30.06.2013 within the meaning of Section
58A & 58AA of the Companies Act, 1956, read with Companies (Acceptance
of Deposit) Rules, 1975.
CASH FLOW STATEMENT
As required by Clause-32 of the Listing Agreement a Cash Flow Statement
is annexed and forms part of this Annual Report.
AUDITORS
M/s. Manoj Mohan & Associates, Chartered Accountants, New Delhi,
Auditor of the Company, hold office until the conclusion of the ensuing
Annual General Meeting and is eligible for re-appointment.
The Company has received letter from M/s. Manoj Mohan & Associates,
Chartered Accountants, to the effect that their appointment, if made,
would be within the prescribed limits under Section 224(1B) of the
Companies Act, 1956, and that they are not disqualified from such
appointment in terms of Section 226 of the Companies Act, 1956.
AUDITORS'' REPORT
Notes forming part of Annual Accounts, which are specifically referred
to by the Statutory Auditors in their report, are self explanatory and
therefore, do not call for any further comments.
COST AUDITORS
Pursuant to the Companies (Cost Accounting Records) Rules, 2011 issued
by the Ministry of Corporate Affairs, J.C. Khanna & Co., Cost
Accountants having Firm Registration no. : 101968, was appointed as
cost accountant of the Company to give Compliance Report on the basis
of Cost Records of the Company for the period ended 30th June 2013.
Compliance Report would be submitted within prescribed time.
LISTING AT STOCK EXCHANGE
The shares of Company are listed on Bombay Stock Exchange Limited. The
Company has paid annual listing fee to the Stock Exchange for
FY2013-14.
RECONCILIATION OF SHARE CAPITAL AUDIT
The Securities and Exchange Board of India has directed that all issuer
Companies shall submit a certificate reconciling the total shares held
in both the depositories, viz. NSDL and CDSL and in physical form with
the total issued/ paid up capital. The said certificate, duly certified
by a qualified Chartered Accountant/ Company Secretary is submitted to
the stock exchanges where the securities of the Company are listed
within 30 days of the end of each quarter and the certificate is also
placed before the Board of Directors of the Company.
The Share Capital Audit Reports as submitted by M/s Iqneet Kaur &
Company, Company Secretaries, New Delhi, on a quarterly basis were
forwarded to the Bombay Stock Exchange Limited where the equity shares
of the Company are listed.
DEMATERIALISATION OF SHARES
The Company has admitted its shares to the depository system of
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) for dematerialisation of shares. The
International Securities Identification Number (ISIN) allotted to the
Company is INE927A01024. The equity shares of the Company are
compulsorily traded in dematerialized form as mandated by the
Securities and Exchange Board of India (SEBI).
STATUS OF DEMATERIALISATION OF SHARES
As on 30th June 2013, 2,48,41,943 equity shares representing 99.32% of
your Company''s Paid Up equity shares capital have been de-materialised.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provision of Section 217(1)(e) of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 regarding Conservation
of Energy, Technology Absorption, Research & Development (R & D) and
Foreign Exchange Earnings and outgo is given in the Annexure (A)
forming part of this report.
PARTICULARS OF EMPLOYEES
During the period under review, no employee whether employed for the
whole year or part of the year, has drawn remuneration exceeding the
limits as laid down under Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, as
amended.
INDUSTRIAL RELATIONS
During the period under review, the employee relations with the
management the Company continued to be cordial. The management has
adopted various measures for enhancing efficiency, competency and
skills of individual employees through training and motivation.
INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to
shareholder''s requests/grievances at the minimum. Priority is accorded
to address all the issues raised by the shareholders and provide them a
satisfactory reply at the earliest possible time. The Shareholders'' and
Investors'' Grievance Committee of the Board meets periodically and
review the status of the redressal of investors'' grievances.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, as amended by the Companies (Amendment) Act, 2000, with
respect to Directors Responsibility Statement, it is hereby confirmed:
-
1. That in the preparation of the annual accounts for the period ended
on 30.06.2013 the applicable accounting standards have been followed;
2. That the Directors had 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 and of the profit of the Company for the
period under review;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. That the annual accounts have been prepared on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors wish to place on record the sincere and dedicated
efforts of all the members of the Company''s team. Your Directors also
take this opportunity to offer their sincere thanks to the Financial
Institutions, Banks and Government Agencies, Our valued customers and
the Investors for their continued support and assistance.
Your Directors also express their profound thanks to all the
stakeholders for their faith and continued support in the endeavors of
the Company.
By Order of the Board
For ROLLATAINERS LIMITED
Sd/-
Place: Dharuhera, Haryana (Aarti Jain)
Date: 12th November, 2013 Chairperson
Sep 30, 2012
Dear Members,
The Directors are delighted to present the 41st Annual Report of your
Company together with the Audited Accounts for the financial year ended
30th September, 2012.
FINANCIAL RESULTS
The financial performance of your Company, for the financial year ended
30th September, 2012 is summarized below:
(Rs. in ''000)
PARTICULARS Year ended Year ended
30-09-2012 30-09-2011
Sales and Other Income 551173 503710
Expenditures 572948 687923
Gross Loss Before Depreciation (21775) (184213)
Depreciation 18561 23710
Loss (40336) (207923)
Add : Accumulated Loss (911050) (703127)
Loss Carried to Balance Sheet (951386) (911050)
PERFORMANCE REVIEW
During the year under review, the Company has recorded total income of
Rs. 55.12 crores as against the total income of Rs. 50.37 crores in the
corresponding previous year, thus recording an increase of 9.42% over
the previous year. The Loss for the year stands at Rs. 4.03 crores as
against the corresponding figure of Rs. 20.79 crores.
DIVIDEND
During the financial year under review, the Company has incurred losses
therefore, your Directors have not recommended any dividend.
SHARE CAPITAL
During the year under review, the Authorized Share Capital of the
Company was increased to Rs. 25,00,00,000/- (Rupees Twenty Five Crores)
divided into 1,20,00,000 Equity Shares of Rs.10/- each and 13,00,000
(Thirteen Lacs) Preference Shares of Rs. 100/-each.
Allotment of Preference Shares
During the year under review, the Company has allotted 10,00,000 (Ten
Lacs) fully paid 2% Redeemable, Non Cumulative, Non Convertible
Preference Shares of Rs. 100/- each at a premium of Rs. 900/- per share
aggregating to Rs. 100 Crores to M/s W.L.D. Investments Private
Limited, the promoter of the Company on Preferential Basis.
Redemption of Preference Shares
During the year under review, the Company has redeemed 50,000, 15.5 %
Redeemable, Cumulative, Preference Shares of Rs. 100/- each privately
placed with Oriental Insurance Company Limited.
Also subsequent to the year under review, the Company has redeemed
50,000, 14.5 % Redeemable, Cumulative, Preference Shares of Rs. 100/-
each privately placed with National Insurance Company Limited.
As on date, the Paid up Share Capital of the Company is Rs.
20,90,52,000.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, as amended by the Companies (Amendment) Act, 2000, with
respect to Directors Responsibility Statement, it is hereby confirmed:
-
1. That in the preparation of the annual accounts for the financial
year ended on 30.09.2012 the applicable accounting standards have been
followed;
2. That the Directors had 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 and of the loss of the Company for the year
under review;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. That the Directors had prepared the annual accounts on a going
concern basis.
DIRECTORS
In accordance with Section 255 read with Section 256 of Companies Act,
1956 and the Article of Association of the Company, Mr. Pyush Gupta,
Director of the Company retires at the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment.
Brief resumes of the Director proposed to be reappointed, nature of his
industry expertise in specific functional areas and names of Companies
in which he holds Directorships is provided in the notice forming part
of the Annual Report. Further, the name of the companies in which he
hold Memberships/Chairmanships of Board Committees, as stipulated under
Clause 49 of the Listing Agreement is provided in the Corporate
Governance Section of this Annual Report
CORPORATE GOVERNANCE
A separate Section on Corporate Governance forming part of the
Director''s Report and the certificate from the Company''s Statutory
Auditors confirming compliance of Corporate Governance norms as
stipulated in Clause 49 VI of the Listing Agreement with the Indian
Stock Exchange is included in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis of the Company''s financial
condition including the results of operations of the Company for the
year under review as required under Clause 49 of the Listing Agreement
with Stock Exchange is presented in a separate Section forming part of
the Annual Report.
PUBLIC DEPOSITS
The Company has neither invited/ nor accepted any fixed deposits from
public during the year within the meaning of Section 58A & 58AA of the
Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules,
1975.
CASH FLOW STATEMENT
As required by Clause-32 of the Listing Agreement a Cash Flow Statement
is annexed and forms part of this Annual Report.
AUDITORS
M/s. Manoj Mohan & Associates, Chartered Accountants, New Delhi,
Statutory Auditor of the Company, hold office until the conclusion of
the ensuing Annual General Meeting and is recommended for
re-appointment.
The Company has received letter from M/s. Manoj Mohan & Associates,
Chartered Accountants, to the effect that their appointment, if made,
would be within the prescribed limits under Section 224(1B) of the
Companies Act, 1956, and that they are not disqualified from such
appointment in terms of Section 226 of the Companies Act, 1956.
AUDITORS'' REPORT
Notes forming part of Annual Accounts, which are specifically referred
to by the Statutory Auditors in their report, are self explanatory and
therefore, do not call for any further comments.
LISTING AT STOCK EXCHANGE
The shares of Company are listed on The Bombay Stock Exchange Limited.
The Company has paid annual listing fee to the Stock Exchange for the
year 2012 - 2013.
RECONCILIATION OF SHARE CAPITAL AUDIT
The Securities and Exchange Board of India has directed that all listed
companies shall submit Reconciliation of Share Capital Audit Reports
reconciling the total shares held in both the depositories, viz NSDL &
CDSL and in physical form with the total issued/paid up capital on
quarterly basis.
The Share Capital Audit Reports as submitted by M/s Iqneet Kaur &
Company, Company Secretaries, New Delhi, on quarterly basis were
forwarded to The Bombay Stock Exchange Limited wherein the Equity
Shares of the Company are listed.
DEMATERIALISATION OF SHARES
The Company has admitted its shares to the depository system of
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) for dematerialisation of shares. The
International Securities Identification Number (ISIN) allotted to the
Company is INE927A01024. The Equity Shares of the Company are
compulsorily traded in dematerialized form as mandated by the
Securities and Exchange Board of India (SEBI).
Status of Dematerialisation of Shares
As on 30th September, 2012, 99,33,336 Equity Shares representing 99.28%
of your Company''s Paid up Equity Shares capital have been
de-materialised.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provision of Section 217(1)(e) of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 regarding Conservation
of Energy, Technology Absorption, Research & Development (R & D) and
Foreign Exchange Earnings and outgo is given in the Annexure (A)
forming part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, no employee whether employed for the
whole year or part of the year, has drawn remuneration exceeding the
limits as laid down under Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, as
amended.
INDUSTRIAL RELATIONS
During the year under review, the relations between the Management and
the Workmen were highly cordial.
INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to
shareholder''s requests/grievances at the minimum. Priority is accorded
to address all the issues raised by the shareholders and provide them a
satisfactory reply at the earliest possible time.
ACKNOWLEDGEMENT
Your Directors wish to place on record the sincere and dedicated
efforts of all the members of the Company''s team. Your Directors also
take this opportunity to offer their sincere thanks to the Financial
Institutions, Banks and Government Agencies, Our valued customers and
the Investors for their continued support and assistance.
Your Directors also express their profound thanks to all the
stakeholders for their faith and continued support in the endeavors of
the Company.
By Order of the Board
For ROLLATAINERS LIMITED
Sd/-
Place: Dharuhera, Haryana (Ashish Pandit)
Date: November 23, 2012 Chairman
Sep 30, 2011
TO THE MEMBERS OF ROLLATAINERS LIMITED
The Directors'' have pleasure in presenting the 40th Annual Report and
the Audited Accounts of the Company for the financial year ended 30th
September, 2011.
FINANCIAL RESULTS (Rs in lacs)
PARTICULARS Year ended Year ended
30-09-2011 30-09-2010
Sales and Other Income 5091 5173
Expenditures (5899) (5689)
Gross Profit Before Depreciation (808) (516)
Depreciation 237 237
Profit Before Tax (1045) (753)
Exceptional Items (Sale of
Investments) (1034) 0
Provisions for Tax 0 0
Profit After Tax (2079) (753)
Add : Accumulated Profit/Loss (8472) (7719)
Amount Transfer to Capital Reserve 0 0
Surplus Carried to Balance Sheet (10551) (8472)
PERFORMANCE
During the year under review, the Company has recorded a turnover of
Rs. 53.78 crores as against a turnover of Rs. 50.48 crores in the
corresponding previous year. The Loss for the year stands at Rs.20.75
crores as against the corresponding figure of Rs. 7.53 crores.
DIVIDEND
During the financial year under review, the Company has incurred
losses; therefore, your Directors have not recommended any dividend.
DIRECTORS
M r. Sanjay Tiku, Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for
reappointment. Brief resume of the Director proposed to be reappointed,
nature of his expertise in specific functional areas and names of the
Companies in which he holds directorships is provided in the notice
forming part of the Annual Report. Further, the names of the Companies
in which he holds the membership of the Committees of the Board, as
stipulated under Clause 49 of the Listing Agreement with the Bombay
Stock Exchange Limited is provided in the Corporate Governance Section
of this Annual Report.
AUDITORS
The Auditors of the Company M/s Manoj Mohan & Associates, Chartered
Accountants, Delhi, hold office until the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment. A
Certificate from Auditors have been received to the effect that their
appointment, if made, would be within the limit prescribed under
Section 224(1B) of the Companies Act, 1956.
Notes forming part of the accounts, which are specifically referred to
by the auditors in their report, are self explanatory and therefore, do
not call for any further comments.
SHARE CAPITAL
During the year under review, the Company redeemed 40000, 14.00%
Redeemable Cumulative Preference shares of Rs. 100/- each held by
Canara Bank out of the proceeds of a fresh issue. Further, the Company
allotted 40000 fully paid 10% Non Convertible, Cumulative, Redeemable
Preference shares of face value of Rs. 100/- each to W.L.D. Investments
Private Limited, the Promoter Company on preferential basis.
SHARE CAPITAL AUDIT
As per the directive of the Securities and Exchange Board of India
(SEBI) M/s Iqneet Kaur & Co., Company Secretaries, New Delhi,
undertakes a Share Capital Audit on quarterly basis. The purpose of the
audit is to reconcile the total equity shares held in CDSL, NSDL and in
physical form with the admitted, issued and listed capital of the
Company.
The Share Capital Audit Report as submitted by the Auditor on quarterly
basis were forwarded to the Bombay Stock Exchange Limited where the
shares of the Company are listed.
FIXED DEPOSITS
During the financial year under review, the Company has not accepted
any deposits under Section 58 A & 58AA of the Companies Act, 1956.
DE-MATERIALISATION OF SHARES
The Company''s equity shares are available for de-materialisation on
both the depositories viz. NSDL & CDSL. Shareholders may be aware that
SEBI has made trading in your Company''s shares mandatory, in
de-materialized form. As on 30th September, 2011, 99,32,167 equity
shares representing 99.27% of your Company''s Paid Up equity share
capital have been de-materialised.
LISTING AT STOCK EXCHANGES
The shares of Company are listed on Bombay Stock Exchange Limited. The
Company has paid annual listing fee to the Stock exchange for the year
2011 - 2012.
STATUTORY INFORMATION
- Particulars of Employees under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
may be taken as NIL.
- Statutory details of Energy Conservation and Technology Absorption, R
& D activities and Foreign Exchange Earning and Outgo, as required
under Section 217 (1)(e) of the Companies Act, 1956 and Rules
prescribed there under i.e. the Companies (Disclosure of Particulars in
Report of Board of Directors) Rules, 1988 are given in the Annexure and
Form part of this Report.
- Certificate received from the Auditors of the Company regarding
Compliance of conditions of Corporate Governance, as required under
Clause 49 VII of the Listing Agreement, is annexed and forms part of
this Report.
- As required under Clause 49 (IV) F of the Listing Agreement,
Management Discussion and Analysis Report is Annexed and forms part of
this Report.
CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Director''s Report and a certificate from the Company''s auditors
confirming compliance of Corporate Governance norms as stipulated in
Clause 49 VII of the Listing Agreement with the Bombay Stock Exchange
Limited is included in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of financial condition including the
results of operations of the Company for the year under review as
required under Clause 49 of the Listing Agreement with Bombay Stock
Exchange Limited is presented in a separate section forming part of the
Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, as amended by the Companies (Amendment) Act, 2000, with
respect to Directors Responsibility Statement, it is hereby confirmed:
-
1. That in the preparation of the annual accounts for the financial
year ended on 30.09.2011 the applicable accounting standards have been
followed;
2. That the Directors had 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 or loss of the Company for the year under review;
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. That the Directors had prepared the annual accounts on a going
concern basis.
INDUSTRIAL RELATIONS
During the year under review, the relations between the Management and
the Workmen were highly cordial.
INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to
shareholder''s requests/grievances at the minimum. Priority is accorded
to address all the issues raised by the shareholders and provide them a
satisfactory reply at the earliest possible time. The Shareholders'' and
Investors'' Grievance Committee of the Board meets periodically and
reviews the status of the redressal of investors'' grievances. The
shares of the Company continue to be traded in Electronic Form and the
De-materialisation arrangement exists with both the depositories viz.
National Securities Depository Limited and Central Depository Services
(India) Limited.
ACKNOWLEDGEMENT
Your Directors wish to place on record the sincere and dedicated
efforts of all the members of the Company''s team. Your Directors also
take this opportunity to offer their sincere thanks to the Financial
Institutions, Banks and Government Agencies, our valued customers and
the investors for their continued support and assistance.
Your directors also express their profound thanks to the all the
stakeholders for their faith and continued support in the endeavors of
the Company.
By Order of the Board
For ROLLATAINERS LIMITED
Sd/-
Place :Dharuhera, Haryana (Vinod Kumar Uppal)
Dated: 2nd December, 2011 Chairman
Sep 30, 2010
The Directors have pleasure in presenting the Thirty-Ninth Annual
Report and the Audited Accounts of the Company for the financial year
ended 30th September, 2010.
FINANCIAL RESULTS (Rs in lacs)
PARTICULARS Year ended Year ended
30-09-2010 30-09-2009
Sales and Other Income 5176 4873
Expenditures (5692) (5040)
Gross Profit Before Depreciation (516) (167)
Depreciation 237 249
Profit Before Tax (753) (416)
Provisions for Tax 0 4
Profit After Tax (753) (420)
Add : Accumulated Profit/Loss (7719) (7181)
Amount Transfer to Capital Reserve 0 (120)
Surplus Carried to Balance Sheet (8472) (7721)
PERFORMANCE
During the year under review, the Company has recorded a turnover of
Rs. 50.48 crores as against a turnover of Rs. 52.47 crores in the
previous year thus recording a decrease of 3.79% over the previous
year. The Loss for the year stands at Rs. 7.53 crores as against the
corresponding figure of Rs. 4.20 crores, for the previous year.
DIVIDEND
During the financial year under review, the Company has incurred
losses, therefore, your Directors have not recommended any dividend.
DIRECTORS
Mr. Ashish Pandit, Dirctor retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for reappointment,
Mr. SanjayTiku and Mr. Pyush Gupta were co-opted as Additional
Directors on the Board of the Company with effect from 02.12.2010. The
Company has received notices from members under Section 257 of the
Companies Act, 1956 in writing proposing their candidature for the
office of Director. Brief resume of the Directors proposed to be
appointed/reappointed, nature of their expertise in specific functional
areas and names of the Companies in which they hold directorships and
memberships/chairmanships of Board Committees, as stipulated under
Clause 49 of the Listing Agreement with the Bombay Stock Exchange
Limited, is provided in the notice forming part of the Annual Report.
AUDITORS
The Auditors of the Company M/s Manoj Mohan & Associates, Chartered
Accountants, Delhi, hold office until the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment. A
Certificate from Auditors has been received to the effect that their
appointment, if made, would be within the limit prescribed under
Section 224(1B) of the Companies Act, 1956.
Notes forming part of the accounts, which are specifically referred to
by the auditors in their report, are self explanatory and therefore, do
not call for any further comments.
SHARE CAPITAL AUDIT
As per the directive of the Securities and Exchange Board of India
(SEBI) M/s Iqneet Kaur & Co., Company Secretaries, New Delhi,
undertakes a Share Capital Audit on quarterly basis. The purpose of the
audit is to reconcile the total shares held in CDSL, NSDL and in
physical form with the admitted, issued and listed capital of the
Company.
The Share Capital Audit Report as submitted by the Auditor on quarterly
basis were forwarded to the Bombay Stock Exchange Limited where the
shares of the Company are listed.
FIXED DEPOSITS
During the financial year under review, the Company has not accepted
any deposits under Section 58 A & 58AA of the Companies Act, 1956.
CLOSURE OF THE UNIT
During the year under review, the Company has closed its unit at Plot
No. 84, Sipcot Industrial Complex, Phase-I, Hosur, Tamilnadu because it
had become uneconomical due to antiquated and unviable operations.
DE-MATERIALISATION OF SHARES
The Companys equity shares are available for de-materialisation on
both the depositors viz. NSDL & CDSL Shareholders may be aware that
SEBI has made trading in your Companys shares mandatory, in
de-materialized form. As on 30th September, 2010, 99,04,958 equity
shares representing 99% of your Companys Paid Up equity shares capital
have been de-materialised.
LISTING AT STOCK EXCHANGES
The shares of Company are listed on Bombay Stock Exchange Limited. The
Company has paid Annual Listing Fee to the Stock exchange for the year
2010 - 2011.
STATUTORY INFORMATION
Particulars of Employees under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
may be taken as NIL.
- Statutory details of Energy Conservation and Technology Absorption,
R&D activities and Foreign Exchange Earnings and Outgo, as required
under Section 217 (l)(e) of the Companies Act, 1956 and Rules
prescribed there under i.e. the Companies (Disclosure of Particulars in
Report of Board of Directors) Rules, 1988 are given in the Annexure and
Form part of this Report.
CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Directors Report and a certificate from the Companys auditors
confirming compliance of Corporate Governance norms as stipulated in
Clause 49 VII of the Listing Agreement with the Bombay Stock Exchange
Limited is included in the Annual Report..
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of financial condition including the
results of operations of the Company for the year under review as
required under Clause 49 of the Listing Agreement with Bombay Stock
Exchange Limited is presented in a separate section forming part of the
Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, as amended by the Companies (Amendment) Act, 2000, with
respect to Directors Responsibility Statement, it is hereby confirmed:
-
1. That in the preparation of the annual accounts for the financial
year ended on 30.09.2010 the applicable Accounting Standards have been
followed;
2. That the Directors had 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 or loss of the Company for the year under review;
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. That the Directors had prepared the annual accounts on a going
concern basis.
INDUSTRIAL RELATIONS
During the year under review, the relations between the Management and
the Workmen were highly cordial.
INVESTOR RELATIONS
Your Company always endeavours to keep the time of response to
shareholders requests/grievances at the minimum. Priority is accorded
to address all the issues raised by the shareholders and provide them a
satisfactory reply at the earliest possible time. The Shareholders and
Investors Grievances Committee of the Board meets periodically and
reviews the status of the redressal of investors grievances. The
shares of the Company continue to be traded in Electronic Form and the
De-materialisation arrangement exists with both the depositories viz.
National Securities Depository Limited and Central Depository Services
(India) Limited.
ACKNOWLEDGEMENT
Your Directors wish to place on record the sincere and dedicated
efforts of all the members of the Companys team. Your Directors also
take this opportunity to offer their sincere thanks to the Financial
Institutions, Banks and Government Agencies, our valued customers and
the investors for their continued support and assistance.
Your directors also express their profound thanks to the all the
stakeholders for their faith and continued support in the endeavours of
the Company.
By Order of the Board
For ROLLATAINERS LIMITED
Sd/-
Place : Dharuhera, Haryana (Vinod Kumar Uppal)
Dated : 2nd December, 2010 Chairman
Sep 30, 2009
The Directors have pleasure in presenting the Thirty-Eighth Annual
Report and the Audited Accounts of the Company for the financial year
ended 30th September 2009.
FINANCIAL RESULTS
( Rs in lacs)
PARTICULARS Year ended Year ended
30-09-2008 30-09-2009
Sales and Other Income 4873 5064
Expenditures (5040) (5298)
Gross Profit Before Depreciation (167) (234)
Depreciation 249 203
Profit Before Tax (416) (437)
Provisions for Tax 4 6
Profit After Tax (420) (437)
Add : Accumulated Profit (7180) (6737)
Amount Transfer to Capital Reserve (120) -
Surplus Carried to Balance Sheet (7720) (7180)
PERFORMANCE
During the year under review, the Company has recorded a turnover of
Rs. 52.47 crores as against a turnover of Rs. 55.37 crores, thus
recording a decrease of 5.24% over the previous year. The Loss for the
year stands at Rs. 4.20 crores as against the corresponding figure of
Rs. 4.43 crores.
DIVIDEND
During the financial year under review, the Company has incurred
losses, therefore, your Directors have not recommended any dividend.
DIRECTORS
Mr. Vinod Kumar Uppal retires at the ensuing Annual General Meeting and
being eligible offer himself for re- appointment.
Brief resume of the Director proposed to be reappointed, nature of his
expertise in specific functional areas and names of companies in which
he holds directorships and memberships/chairmanships of Board
Committees, as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchange in India, is provided in notice forming part of the
Annual Report.
AUDITORS
The Auditors of the Company M/s Manoj Mohan & Associates, Chartered
Accountants, hold office until the conclusion of the ensuing Annual
General Meeting and are recommended for reappointment. Certificate from
Auditors have been received to the effect that their appointment, if
made, would be within the limit prescribed under Section 224(1B) of the
Companies Act, 1956.
Notes forming part of accounts, which are specifically referred to by
the auditors in their report, are self explanatory and therefore, do
not call for any further comments.
FIXED DEPOSITS
During the financial year under review, the Company has not accepted
deposits under Section 58-A of the Companies Act, 1956.
DE-MATERIALISATION OF SHARES
The Companys equity shares are available for de-materialisation on
both the depositors viz. NSDL & CDSL. Shareholders may be aware that
SEBI has made trading in your Companys shares mandatory, in
de-materialized form. As on 30th September, 2009, 99,00,143 equity
shares representing 98.95% of your Companys equity shares capital have
been de-materialised.
LISTING AT STOCK EXCHANGE
The shares of Company are listed on Bombay Stock Exchange Limited. The
company has paid annual listing fee to the Stock exchanges for the year
2009 - 2010.
STATUTORY INFORMATION
- Particular of Employees under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
is annexed and forms part of this Report.
- Statutory details of Energy Conservation and Technology Absorption,
R&D activities and Foreign Exchange Earning and Outgo, as required
under Section 217 (l)(e) of the Companies Act, 1956 and Rules
prescribed there under i.e. the Companies (Disclosure of Particulars in
Report of Board of Directors) Rules, 1988 are given in the Annexure and
Form part of this Report.
- Certificate received from the Auditors of the Company regarding
Compliance of conditions of Corporate Governance, as required under
Clause 49 VII of the Listing Agreement, is annexed and forms part of
this Report.
- As required under Clause 49 (IV) F of the Listing Agreement,
Management Discussion and Analysis Report is Annexed and form part of
this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, as amended by the Companies (Amendment) Act, 2000, with
respect to Directors Responsibility Statement, it is hereby confirmed:
1. That in the preparation of the annual accounts for the year ended
on 30th September 2009, the applicable accounting standards had been
followed;
2. That the Directors had 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 or loss of the Company for the year under review;
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. That the Directors had prepared the annual accounts on a going
concern basis. INDUSTRIAL RELATIONS
During the year under review, the relations between the Management and
the workmen were highly cordial.
INVESTOR RELATIONS
Your Company always endeavours to keep the time of response to
shareholders requests/grievances at the minimum. Priority is accorded
to address all the issues raised by the shareholders and provide them a
satisfactory reply at the earliest possible time. The Shareholders and
Investors Grievances Committee of the Board meets periodically and
reviews the states of the redressal of investors grievances. The
shares of the Company continue to be traded in Electronic Form and the
De-materialisation arrangement exists with both the depositories viz.
National Securities Depository Limited and Central Depository Services
(India) Limited.
ACKNOWLEDGEMENT
Your Directors wish to place on record the sincere and dedicated
efforts of all the members of the Companys team. Your Directors also
take this opportunity to offer their sincere thanks to the Financial
Institutions, Banks and other Government Agencies, our valued customers
and the investors for their continued support and assistance.
Your directors also express their profound thanks to the shareholders
for their faith and continued support to the endeavours of the company.
By Order of the Board
For ROLLATAINERS LIMITED
Sd/-
Place : Faridabad (Vinod Kumar Uppal)
Date : 3rd December 2009 Chairman
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article