To,
The Members, Rolex Rings Limited,
Your Directors are pleased to present their 23rd Annual Report for the financial
year ended on 31st March, 2025.
1. FINANCIAL RESULTS:
Your Company's performance for the year ended on 31st March, 2025, is summarized as
under:
(Amt. in million)
| SR. PARTICULARS NO. |
2024-25 |
2023-24 |
| 1. Revenue from Operation |
11,548.02 |
12,217.55 |
| 2. Other Income |
284.64 |
150.64 |
| 3. Total Revenue (1+2) |
11,832.66 |
12,368.19 |
| 4. Cost of Materials consumed |
5,941.98 |
6,313.21 |
| 5. (Increase)/decrease in inventory of FG |
(95.69) |
(41.67) |
| 6. Employees Benefits Expense |
688.97 |
643.50 |
| 7. Finance Cost |
23.79 |
27.00 |
| 8. Depreciation & Amortization Exp. |
404.20 |
326.30 |
| 9. Other Expenses |
2606.51 |
2,682.83 |
| 10. Profit/(Loss) Before Tax |
2,262.90 |
2,417.02 |
| 11. Exceptional Items [Gain/(Loss)] |
186.00 |
320.00 |
| 12. Current Tax |
535.14 |
588.44 |
| 13. Adjustment of tax related to earlier periods |
(175.96) |
-- |
| 14. Deferred Tax |
(22.23) |
(51.80) |
| 15. Profit/(Loss) After Tax (PAT) |
1,739.97 |
1,560.38 |
| 16. Total Comprehensive income for the year, net of tax |
1,739.23 |
1,551.79 |
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
During the year under report, revenue of the company for fiscal 2024-25 was Rs.
11,548.02 million, lower by almost 6% over previous year's revenue of Rs. 12,217.55
million. The Profit after Tax ('PAT') for the year 2024-25 was Rs. 1739.97 million as
compared to PAT in previous year which was Rs. 1560.38 million. The Company's debt was
restructured under Corporate Debt Restructuring (CDR) in year 2013. As part of CDR
process, the lenders have a Right of Recompense (ROR) for the relief extended, with
restriction such as banking relationships, assets on pledge, distribution of profits, etc.
The Company had requested the Lenders for waiver of ROR rights. The Company has recognized
total provisions of INR 506 million, out of which provision of INR 320 million were made
in previous fiscal and therefore remaining balance of INR 186 million provision was made
in the reporting fiscal as an exceptional item in the Profit & Loss statement.
3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:
With a view to plough back profits and in order to conserve resources for operational
purposes, Directors do not recommend any dividend.
Further, no amount has been transferred to general reserves in the Financial Year
2024-25.
4. CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the Company during the year under
Company.
5. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed analysis of your Company's performance is discussed in the Management
Discussion and Analysis Report for the Financial Year 2024-25, pursuant to the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms part of
this Annual Report.
7. EXTRACT OF ANNUAL RETURN:
In terms of Section 92(3) read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the Annual Return in Form MGT-7 is placed on the website of
the company viz https://www.rolexrings.com.
8. BOARD MEETINGS:
During the year under report, 04 Meetings of the Board of Directors of the
Company were held. For details of the meetings of the Board, please refer to the Corporate
Governance Report, which forms part of this report.
9. AUDIT COMMITTEE:
The details pertaining to composition of Audit Committee are included in the Corporate
Governance Report, which is a part of this report.
10. NOMINATION AND REMUNERATION COMMITTEE:
The details pertaining to composition of Nomination & Remuneration Committee are
included in the Corporate Governance Report, which is a part of this report.
11. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The details pertaining to composition of Stakeholders Relationship Committee are
included in the Corporate
Governance Report, which is a part of this report.
13. RISK MANAGEMENT COMMITTEE:
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of the
SEBI (LODR) Regulations, 2015, the Company has formulated and adopted a Risk Management
policy. The primary objectives of the policy are to create a framework for identifying the
potential risks impacting the Company's business and applying the various strategies for
its minimization, optimization and maximizing the opportunities.
The Board has entrusted the Risk Management Committee with overseeing the processes of
identification, evaluation and mitigation of risks. The Committee would periodically
review the organizational risks that are spread across operational, financial,
technological and environmental spheres and shall provide guidance to the management team.
Your Company is committed to protect the interests of its customers, shareholders,
investors, employees and each person or entity with whom it is associated. Towards this
goal, your company will further strengthen the internal processes and evaluate even more
innovative ways to curb the risk impact. The details of Risk Management Committee along
with its Charter are set out in Corporate Governance Report, forming part of this report.
14. BOARD'S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors
based on the information and representations received from the operating management
confirm that: a) in the preparation of the annual accounts, the applicable accounting
standards had been followed and there were no material departures; b) 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 a_airs of the company at the end of the financial year and of the profit of the company
for that period; c) the directors had taken proper and su_icient care to the best of their
knowledge and ability 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; d) the directors had prepared the
annual accounts on a going concern basis; and e) Directors have laid down internal
financial controls to be followed by the company and such internal financial controls are
adequate and operating e_ectively. f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and such systems were adequate and
operating e_ectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the Internal, statutory
and Secretarial Auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by the management and the relevant board committees, including the audit
committee, the Board is of the opinion that the Company's internal financial controls were
adequate and e_ective during FY 2025.
15. STATUTORY AUDITOR AND AUDITORS' REPORT:
S R B C & Co. LLP, Chartered Accountants, Ahmedabad (Firm Registration No. FRN
324982E/E300003) the statutory auditors of the company, will hold o_ice till the
conclusion of the twenty fifth Annual General Meeting of the company. Further, in terms of
Section 143(3)(i) of the Companies Act, 2013 read with Rule 10A of the Companies (Audit
and Auditors) Rules, 2014, Auditors have reported that the Company has adequate internal
financial controls system and such system is having operating e_ectiveness. The Auditor's
Report for the financial year 2024-25 does not contain any qualification, reservation or
adverse remark except the following observations given in the Report: The Statutory
Auditors have given their qualification in respect of the demand notice for INR 2,278.60
million received by the Company from the consortium member banks, the reference of which
is given in Note No. 4 of the Financial Statements, the Company has recognized total
provisions of INR 506 million.
The Management would like to clarify that the company had received a Demand notice for
the settlement of Right of Recompense (RoR) from the Consortium of banks, amounting to INR
2,278.60 million (representing INR 836.40 million as RoR sacrifice amount and compounded
interest thereon) in respect of a CDR previously concluded between the Company and the
Consortium of Banks in Year 2013. Subsequently to the year end, both the Company and
Consortium of Banks agreed to obtain an legal opinion, which will be binding on all
parties. Based on the legal opinion, the liability for compounded interest is not
applicable as per the CDR arrangement. Waiver Letters from bankers for giving e_ect to the
above is pending.
16. COST AUDITOR & COST AUDIT REPORTS:
The Board has appointed Mitesh Suvagiya & Co., Cost Accountants, Rajkot, for
carrying out Cost audit of cost accounting records maintained by the Company for the
financial year 2025-26. The Board had approved Cost Audit Report for the Financial Year
2024-25.
17. SECRETARIAL AUDIT:
The Board in its meeting dated 30th May, 2025, had appointed MJP Associates, Practising
Company Secretaries, Rajkot as Secretarial Auditor, to conduct secretarial audit for
consecutive term of 5 (five) financial years commencing from FY 2025-26 upto FY 2029-30.
The Secretarial Audit Report forms part of this report.
18. INTERNAL AUDIT:
Since long, the Company is implementing proper and adequate systems of internal control
in all areas of operations. The Company has taken all steps to strengthen IT Security,
data security, improvisation of Human Resources functions such as mapping of each
department, preparation of data for requirement of sta_ in each department. Internal Audit
for the period of April 2024 to March 2025 has been carried out by Deloitte Touche
Tohmatsu India LLP.
19. CORPORATE GOVERNANCE:
The Company is committed to pursue and adhere to the highest standard of Corporate
Governance as set out by the Securities and Exchange Board of India ('SEBI') and the
Companies Act, 2013. The report on the Corporate Governance as laid down in Regulation 34
read with
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this report.
20. RELATED PARTY TRANSACTIONS:
There were no contracts, arrangements or transactions entered into during fiscal
2024-25 that fall under the scope of Section 188(1) of the Companies Act, 2013. As
required under the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure
A to this Report.
21. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:
During the year under report, there were no transactions under provisions of Section
185 of the Companies Act, 2013. However, the company had invested its temporary excess
funds in Mutual Funds as per the limits prescribed under the Act and the approval of Board
was accorded for the same.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The CSR initiatives and activities are aligned to the requirements of Section 135 of
the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year are set out in Annexure B forming
part of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
The policy is available on website at https://www.
rolexrings.com/wp-content/uploads/2021/04/CSR-Policy. pdf
23. DETAILS OF BOARD OF DIRECTORS:
Your Board comprises Six Directors, including Three Independent Directors (including
One Women Independent Director) and three Executive Directors. All Directors take active
part in the deliberations at the Board and Committee Meetings by providing valuable
guidance and expert advice to the Management on various aspects of business, governance
etc. and play a critical role on strategic issues and add value in the decision making
process of the Board of Directors.
The list of key skills, expertise and core competencies of all Directors and number of
Board and its Committee meetings and attendance in the said meetings are provided in the
Corporate Governance report forming part of this report.
24. KEY MANAGERIAL PERSONNEL:
As on 31st March, 2025, following are the Key Managerial Personnel ('KMP') of the
Company as per Section 2(51) and Section 203 of the Companies Act, 2013:
| Name of the KMP |
Designation |
|
| Mr. Hiren Dilipbhai Doshi |
Chief Financial O_icer |
|
(CFO) |
|
| CS Hardik Dhimantbhai |
Company Secretary |
& |
| Gandhi |
Compliance O_icer |
|
During the year under report, there were no changes in KMP of the company.
25. DECLARATION OF INDEPENDENCE:
The Company has received declaration under Section 149 (7) of the Companies Act, 2013
from all Independent Directors, that they meet criteria of independence as laid down in
Section 149 (6) of the Companies Act, 2013. The Company has system to ask for Declaration
of Independence from all its Independent Directors in First Meeting of Board to be held
every year.
26. PARTICULARS OF EMPLOYEES:
The disclosure pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure C forming
part of this
Report.
As per second proviso to Section 136(1) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Report and Financial Statements are being sent to the Members of the Company excluding the
statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested
in obtaining a copy of the said statement may write to the Company Secretary at the
Registered O_ice of the company or by way of email at compliance@rolexrings. com.
27. BOARD EVALUATION:
In accordance with provisions of Section 178 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the criteria of evaluation are based on
"Guidance note on Performance Evaluation" issued by the Securities and Exchange
Board of India on 05th January, 2017.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
evaluation of its own performance and that of its committees as well as performance of all
the Directors individually and the Chairman.
Evaluation of Committees:
The performance evaluation of Committees was carried out by the Board after seeking
inputs from the committee members, on the basis of the criteria such as structure and
composition of Committees, fulfilment of the functions assigned to Committees by the Board
and applicable regulatory framework, frequency of meetings, adequacy of time allocated at
the Committee Meetings, adequacy and timeliness of the agenda and minutes circulated,
e_ectiveness of the Committee's recommendation to the Board etc.
Evaluation of Directors and Board:
A Separate exercise was carried out by Nomination and Remuneration Committee of the
Board to evaluate the performance of individual directors.
The performance evaluation of the Non-Independent Directors and the Board as a whole
was carried out by the Independent Directors. The Performance evaluation of the Chairman
was also carried out by the Independent Directors, taking into account the views of
Executive Directors.
The evaluation of the Directors was based on various factors such as qualification and
experience, fulfilment of functions as assigned, attendance at Board and Committee
Meetings, contribution to strategy and other areas impacting Company's performance,
availability and attendance etc. The evaluation of the Board was based on the criteria
such as composition of the Board, frequency of the meetings, adequacy of time allocated at
the Board Meetings, adequacy and timeliness of the agenda and minutes circulated,
functions of the Board, Governance and compliances etc.
Evaluation for Independent Directors:
The performance evaluation of Independent Directors was carried out by the Board of
Directors based on various factors such as attendance at the Board and Committee Meetings,
qualification, experience, ability to function as a team, commitment, roles performed and
understanding of industry.
Outcome of Evaluation:
The outcome of such evaluation exercise was discussed at a separate meeting of
Independent Directors held on 14th February, 2025 and was later tabled at Board Meeting
held on the same day.
The Directors expressed their satisfaction with the evaluation process. The overall
performance of the Board as whole, Independent Directors and Chairman of the Board was
positive.
28. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under report the Company doesn't have any Subsidiary, Joint Venture or
Associate Company.
29. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is in compliance with all applicable secretarial standards issued by the
Institute of Company Secretaries of India.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign
Exchange earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure D forming
part of this report.
31. VIGIL MECHANISM:
Your Company is committed to highest standards of professionalism, honesty, integrity,
transparency and ethical behavior. Pursuant to the provisions of Section 177(9) &
177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors had approved the Policy on Vigil mechanism/
Whistle Blower which provides mechanism to its Directors, employees and other stakeholders
to raise concerns about any wrongdoing in the Company and provide for adequate safeguards
against victimization of employees and other persons who avail this mechanism.
The mechanism under the policy has been appropriately communicated within the
organization. The Audit Committee of the Board shall review the functioning and
implementation of the Whistle Blower mechanism, on timely basis.
During the year under report, the company has not received any complaints under the
said mechanism. The Whistle Blower policy of the company has been hosted on the website at
the link https://www.rolexrings.com/ policies
OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND
RULES MADE THEREUNDER:
1. The Directors have submitted the disclosure of interest as per section 184 read with
applicable Rules of the Companies Act, 2013 in the format Form MBP-1.
2. During the year under review the company has not accepted the deposit from the
public under section 73 to 76 of the Companies Act, 2013 and the Rules made there under.
3. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
4. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE: The company
has in place a policy for prevention, prohibition and redressal of Sexual Harassment at
workplace. Appropriate mechanisms are in place for protection against sexual harassment
and right to work with dignity.
During the year under review, the company has not received any complaints regarding
this matter and there were no suits filed pursuant to Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
5. As the Company does not have any woman employee, the disclosures to be made under
the Maternity Benefit Act 1961, are not applicable
6. There has been no instance of any revision in the Board's Report or the financial
statement, hence disclosure under Section 131(1) of the Act.
7. The Company has not issued any shares to any employee, under any specific scheme,
and hence, disclosures under Section 67(3) are not required to be made.
8. The Company has not issued (a) any share with di_erential voting rights (b) sweat
equity shares (c) shares under any Employee Stock Option Scheme, and hence no disclosures
are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014.
9. There are no application made under the Insolvency and Bankruptcy Code, 2016, during
the year under Report, and therefore no such details are required to be given.
10. There are no instances of any One Time Settlement with any Bank, and therefore,
details of di_erence between the amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions, are not required to be given.
ACKNOWLEDGEMENT :
Your directors put on record their whole hearted gratitude to bankers, employees of the
Company for their sincere e_orts for the Company.
|
By Order of the Board of Directors, |
| Date: 04/09/2025 |
For, Rolex Rings Limited |
| Place: Rajkot |
|
|
(Manesh D. Madeka) |
|
Chairman & Managing Director |
|
[DIN: 01629788] |
|