Directors Report of Rollatainers Ltd.

Mar 31, 2018

To

The Members of,

Rollatainers Limited

The Directors are pleased to present the 47^th Annual Report on the business and operations of your Company along with the audited financial statements for the period ended 31^st 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 31^st, 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 (“Ind AS”) 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 (“Ind AS”) 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 IT’S 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.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis; and

e. the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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 Company’s Subsidiaries/Joint Ventures/associates and the report on their performance and financial position in Form AOC-1 is annexed to the financial statements and forms part of the Annual Report, which covers the financial position of the associate 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 47^th 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 27^th September, 2017 until the conclusion of 51^st 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 51^st Annual General Meeting of the Company pursuant to provision 139 of the Companies Act, 2013 as amended from time to time.

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.

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 Auditor’s 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 Auditors’ 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 Company’s Board has the following Committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders’ Relationship Committee

(iv) Corporate Social Responsibility Committee

The details of the membership and attendance at the meetings of the above Committees of the 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 Company’s 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 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.

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 : 18^th 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

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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