To
The Members of,
Rollatainers Limited
Your Board of Directors are pleased to present the 54th Annual Report
of the Company for the Financial Year ended 31st March, 2025.
1. FINANCIAL RESULTS
The standalone and consolidated financial statements for the financial
year ended March 31, 2025, 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 2024-25 are provided below:
(Rupees in Lakhs)
| PARTICULARS |
(Standalone) |
(Consolidated) |
|
Financial Year ended 31.03.2025 |
Financial Year ended 31.03.2024 |
Financial Year ended 31.03.2025 |
Financial Year ended 31.03.2024 |
| Revenue from Operations |
20.00 |
40.00 |
|
|
| Other Income |
7.14 |
77.60 |
7.14 |
77.60 |
| Total Revenue |
27.14 |
117.60 |
7.14 |
77.60 |
| Total Expenses |
101.11 |
139.29 |
101.11 |
139.29 |
| Profit/(Loss) before Tax and |
|
|
|
|
| Exceptional Items |
(73.98) |
(21.69) |
(93.98) |
(61.69) |
| Exceptional Items |
- |
- |
- |
- |
| Profit/(Loss) before Tax from continuing
operations |
(73.98) |
(21.69) |
(93.98) |
(61.69) |
| Tax Expenses |
|
|
|
|
| Profit/(Loss) before Tax from continuing
operations |
(73.98) |
(21.69) |
(93.98) |
(61.69) |
| Profit/(Loss) before Tax from discontinued
operations |
|
|
(72.77) |
(76.57) |
| Share of Profit/(Loss) of |
|
|
|
|
| Associates and Joint Venture |
|
|
|
|
| Net profit/(Loss) for the year |
(73.98) |
(21.69) |
(166.74) |
(138.26) |
| Other comprehensive income (net of taxes) |
|
|
|
|
| Revaluation Reserves through OCI |
|
|
210.59 |
(1,512.62) |
| Total comprehensive income for the year |
(73.98) |
(21.69) |
43.84 |
(1,650.88) |
| Less: Minority Interest |
|
|
(11.79) |
(163.31) |
| Total comprehensive income for the year |
(73.98) |
(21.69) |
32.05 |
(1,487.58) |
| EPS from continuing operations |
(0.03) |
(0.01) |
(0.04) |
(0.02) |
| EPS from discontinued operations
ROLLATAINERSLIMITED |
|
|
(0.03) |
((0.03) |
| EPS from continuing and discontinued
operations |
(0.03) |
(0.01) |
(0.06) |
(0.05) |
2. FINANCIAL PERFORMANCE
Standalone
During the period under review, based on Standalone financial
statements, the Company earned Total revenue for the year ended 31.03.2025 of Rs.27.14
Lakhs as compared to Rs. 117.60 Lakhs for the previous year ended 31.03.2024.
Loss after Tax for the year ended 31.03.2025 stood at Rs. 73. 98 Lakhs
as compared to Loss after Tax of Rs. 21.69 Lakhs in the previous year ended 31.03.2024.
Consolidated
During the period under review, based on Consolidated Financial
Results, the Company earned Total Revenue for the year ended 31.03.2025 of Rs. 7.14 Lakhs
as compared to Rs. 77.60 Lakhs for the previous year ended 31.03.2024.
The Consolidated Net Loss after Tax for the year ended 31.03.2025 stood
at Rs. 166.74 Lakhs as compared to Net Loss after Tax of Rs. 138.26 Lakhs for the previous
year ended 31.03.2024.
3. CONSOLIDATED FINANCIAL STATEMENT
In pursuance of the provision of Section 129 (3) of Companies Act,
2013, a company has one or more subsidiaries or associate companies, it shall, in addition
to standalone financial statements, prepares a consolidated financial statement of the
company and of all the subsidiaries and associate companies in the same form and manner as
that of its own and in accordance with applicable accounting standards, which shall also
be laid before the annual general meeting of the company along with the laying of its
financial statement. Your Company has Subsidiaries and associate company (Joint Venture)
and consolidation of the same is mandatory as per the Companies (Amendment) Act, 2017.
The directors also present the audited consolidated financial
statements incorporating the duly audited financial statements as prepared in compliance
with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing
Regulations, 2015 as prescribed by SEBI is provided in the Annual Report. In accordance
with Section 129 of the Companies Act, 2013, Consolidated Financial Statements are
attached and form part of the Annual Report and the same shall be laid before the ensuing
Annual General Meeting along with the Financial Statements of the Company.
4. FINANCIAL STATEMENTS OF THE COMPANY
The Financial Statements of the Company for the FY 2024-25 are prepared
in compliance with the applicable provisions of the Act, Accounting Standards and as
prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the
SEBI Listing Regulation).
The Audited Financial Statements along with Auditor's Report for
the FY 2024-25 into consideration have been annexed to the Annual Report and are also made
available on the website of the Company which can be accessed at www.rollatainers.in
5. DIVIDEND
During the period under review, your Directors does not recommend any
dividend on the equity shares for the year ended March 31, 2025 as the Company requires
ploughing back of the profits to the working capital of the Company and expects better
results in the coming years.
6. CHANGE IN REGISTERED OFFICE
During the financial year under review, there is no change in
company's registered office address.
7. 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 ANNUALREPORT2024-25 (Accounting, Audit, Transfer
and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which
dividend has remained unclaimed/unpaid for a period of Seven Consecutive year or more are
required to transfer in the name of IEPF, but the company is not required to transfer the
said amount to the IEPF established by the Central Government as the company has not
declared any dividend in any financial year.
8. TRANSFER TO RESERVES
Your Company has not transferred any amount under the head Reserve in
the Financial Statements for the Financial Year ended March 31, 2025. Whereas, the company
has incurred losses during the period and has transfer the amount under the head Retained
Earnings in Other Equity to the Financial Statements for the Financial Year ended March
31, 2025 as prepared according to Indian Accounting Standards (Ind AS).
9. CAPITAL STRUCTURE OF THE COMPANY
The Share Capital Structure of the Company is categorized into two
classes: -
| S.No |
Particulars |
Equity share capital |
Preference share capital |
| 1. |
Authorised Share Capital |
47,00,00,000 |
18,00,00,000 |
| 2. |
Paid Up share Capital |
25,01,30,000 |
11,40,00,000 |
| 3. |
Value per Share |
1 |
1 |
During the year under review, shareholders of the company at their
Extra-Ordinary General Meeting held on 5th day of June,2024 approved the following changes
in the Share Capital of the company: a) Reclassification of Authorized Share Capital FROM
existing Rs. 65,00,00,000/- (Rupees Sixty-Five Crore) comprising of 47,00,00,000
(Forty-Seven Crore) equity shares of Rs. 1/- (Rupee one) each and 18,00,000 (Eighteen
Lakhs) preference shares of Rs. 100/- (Rupees one hundred) each TO Rs. 65,00,00,000/-
(Rupees Sixty-Five Crore) comprising of 47,00,00,000 (Forty-Seven Crore) equity shares of
Rs. 1/- (Rupee one) each and 18,00,00,000 (Eighteen Crore) preference shares of Rs. 1/-
(Rupee One) each. During the year, Board has proposed the variation in its preference
shares at their meeting held on 10th May 2024, and the same was approved by the members in
their meeting held on 05th June 2024. However, the said variation has been withdrawn by
the company due to the scheme not getting regulatory approval.
During the year company also proposed a Preferential Issue of
11,76,47,070 (Eleven Crore Seventy-Six Lakhs Forty-Seven Thousand and Seventy) Convertible
Equity Warrants (“Warrants”) of face value of Rs.1/- each, to non-promoter group
persons / entities. However, the proposed allottees has withdrawn their consent to
subscribe to the warrants, citing delays in opening the preferential offer. Hence the
proposed preferential issue could not be completed.
The Company has not issued shares with differential voting rights,
sweat equity shares, nor has it granted any stock options.
10. 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 31st March, 2025, 24,88,36,890 Equity Shares representing 99.483
% 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.
11. RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directives of the Securities & Exchange Board of India,
the Reconciliation of Share Capital Audit was carried out on a quarterly basis for the
quarter ended 30th June, 2024, 30th September, 2024, 31st December, 2024 and 31
ROLLATAINERSLIMITED st March, 2025 by a Company Secretary in Practice. The purpose of the
audit was to reconcile the total number of shares held in National Securities Depository
Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form
with respect to admitted, issued and paid up capital of the Company.
The above mentioned Reconciliation of Share Capital Audit Report was
duly submitted to the BSE Limited and National Stock Exchange of India Limited where the
Equity Shares of the Company are listed.
12. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year and date of this report.
There has been no change in the nature of business of the Company.
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company has following Subsidiary Companies and Associate Companies
as on March 31, 2025:
| S.No. |
Name of the Company |
Status |
% holding |
Applicable Section |
| 1 |
R T Packaging Limited |
Subsidiary |
100 |
2(87) |
| 2 |
Rollatainers Toyo Machine Private Limited |
Associate (Joint Venture) |
50 |
2(6) |
IIn 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 as Annexure-I 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.
14. CORPORATE GOVERNANCE
In compliance with the Regulation 34 read together with Schedule V of
the Listing Regulations, a detailed report on Corporate Governance is given as an
Annexure-VIII and forms an integral part of the Annual Report. A Certificate from the
Practicing Company Secretary confirming compliance of the conditions of Corporate
Governance as stipulated under the Listing Regulations is appended to the Corporate
Governance Report. A Certificate of the Managing Director (MD) and/or Chief Financial
Officer (CFO) of the Company in terms of Regulation 17(8) of the Listing Regulations is
also annexed.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that: a. In the preparation of the annual
accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures; b. the Directors have selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit and loss of the Company for
that period; c. the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d. the Directors have prepared the annual accounts on a going
concern basis; and e. the Directors, have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively; f. the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Details of Directors and Key Managerial Personnel ANNUAL REPORT
2024-25
The following is the constitution of the Board of Directors and Key
Managerial Personnel as on the date 31st March 2025:
| Sr No. |
|
DIN |
DESIGNATION |
| 1 |
Mrs. Aarti Jain |
00143244 |
Chairperson (Non-Executive - Non Independent Director) |
| 2 |
Ms. Rajiv Kapur Kanika Kapur |
07154667 |
Non-Executive - Independent Director |
| 3 |
Mr. Sri Kant |
06951400 |
Non-Executive - Independent Director |
| 4 |
Mr. Sanjay Sharma |
09534294 |
Non-Executive - Independent Director |
| 5 |
Mr. Amit Sharma |
10524102 |
Managing Director (Executive Director) |
| 6 |
Mrs. Manbar Singh Rawat |
|
Chief Financial Officer |
| 7 |
Mrs. Aditi Jain |
|
Company Secretary and Compliance Officer |
During the period under the review, the following series of changes
occurred in the position of Directors/KMP's of the Company.: (a) On the
recommendation of Nomination and Remuneration Committee, the Board of Company appointed
Mr.
Amit Sharma (DIN: 10524102) as an Additional Executive Director as well
as Managing Director with effect from 20th April 2024 and approval of shareholders was
granted on 16th May 2024.
(b) Ms. Manisha Goel (DIN:09725308) has resigned from the position of
Whole Time Director of the company with effect from 20th April 2024 due to some pre
occupation with other duties. The Board placed on record her appreciation for the
continuous support, guidance and contribution during her tenure as a Whole Time Director
on the Board of the Company.
(c) Mr. Vipul Gupta (DIN:09064133) has resigned from the position of
Non-Executive Independent Director with effect from 18th July 2024 due to his personal
reasons. The Board placed on record his appreciation for the continuous support, guidance
and contribution during her tenure as an Independent Director on the Board of the Company.
There was no material reason regarding the resignation of the
Independent Directors and the confirmation regarding the same as received from the
Independent Directors was already submitted at www.bseindia.com and www.nseindia.com.
After the closure of financial year, the following changes occurred in
the Position of Directors/KMP's of the Company (a) On the recommendation of
Nomination and Remuneration Committee, the Board of Company appointed Mr. Mahir Bhadani
(DIN: 10622919) as an Additional Non-Executive Independent Director with effect from
29th May 2025. B. Women Director
In terms of the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Ms. Rajiv Kapur Kanika Kapur has been appointed as Independent Woman Director on the
Board of the Company.
C. Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Act, the independent
directors have submitted declarations that each of them meets the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no
change in the circumstances affecting their status as independent directors of the
Company. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed
that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties.
ROLLATAINERS LIMITED
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company
19. FAMILIARIZATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies
Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI
(Listing Obligations and Disclosure Requirements), Requirements, 2015, yours Company had
adopted a familiarization programme for independent directors to familiarise them with the
Company, their role, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model, management structure, industry overview,
internal control system and processes, risk management framework, functioning of various
divisions, HR Management, CSR activities etc.
Your company aims to provide their Independent Directors insight into
the Company enabling them to contribute effectively. The Company arranges site visit for
the Directors, giving them insight of various projects and Directors are also informed of
various developments relating to the industry on regular basis and are provided with
specific regulatory updates from time to time.
Details of the familiarization programme of the Independent Directors
are available on the website of the Company. .(URL:
http://www.rollatainers.in/investors.php)
20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors have met 11 (Eleven) times during the financial
year under review, in respect of which meetings proper notices were given and proceedings
were properly recoded and the details of which are provided in the Corporate Governance
Report that forms part of this Annual Report. The intervening gap between any two Meetings
was within the period as prescribed under the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations
2015.
Sequence of Board Meetings held during 2024-25: 20th April 2024, 09th
May 2024, 10th May 2024, 29th May 2024, 14th August 2024, 02nd September 2024, 14th
November 2024, 13th February 2025, 12th March 2025, 17th March 2025 and 18th March 2025
21. BOARD EVALUATION
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015, the Board evaluated the effectiveness of its functioning and that of the
committees and of individual Directors by seeking their inputs on various aspects of
Board/Committee governance such as the Board composition and structure, effectiveness of
board processes, active participation and contribution of directors in the Board/
Committee meetings and the fulfilment of Directors obligation and their fiduciary
responsibilities.
Further, the Independent Directors at their meeting, reviewed the
performance of the Board, Chairman of the Board and of Non- Executive Directors. The
meeting also reviewed the co-ordination between the Company management and the Board which
is required for the Board to effectively and reasonably perform their duties.
22. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company has received disclosures from all the Independent Directors
that they fulfill conditions specified under Section 149(6) of Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and are Independent of the
Management.
Based on the declarations received from the Independent Directors, the
Board of Directors has confirmed that they meet the criteria of independence as mentioned
under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and possess high integrity
expertise and experience including the proficiency required to discharge the duties and
responsibilities as Directors of the Company.
All the Independent Directors of the Company as on 31.03.2025 have
registered themselves in the data bank of Independent Directors pursuant to the provisions
of the Companies (Appointment & Qualifications of Directors) Rules, 2014. The details
of Independent Director's meeting have been included in the Corporate Governance
Report forming part of Annual Report.
As per the provisions of the Act, Independent Directors meet at least
once in a financial year without the presence of Executive Directors or Management
Personnel. Such meetings are conducted to enable the Independent Directors
ANNUALREPORT2024-25 to discuss matters pertaining to the Company's Affairs and put
forth their views.
During the year under review, one meeting of the Independent Directors
was held on 13th February, 2025 where all the independent directors were present.
23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial control across the
organization. The same is subject to the review periodically by the internal auditor for
its effectiveness. The management has established internal control systems commensurate
with the size and complexity of the business. The internal control manual provides for a
structured approach to identify, rectify, monitor and report gaps in the internal control
systems and processes. To maintain its objectivity and independence, the internal audit
function reports to the chairman of the Audit Committee and all significant audit
observations and corrective actions are presented to the Committee.
24. AUDITORS
1. STATUTORY AUDITORS AND THEIR REPORT
Pursuant to provisions of Section 139 of the Companies Act, 2013 and
rules framed there under, the statutory auditors of the Company M/s Chatterjee &
Chatterjee, Practising Chartered Accountants (FRN: 001109C) was appointed as Statutory
Auditor for the period of 5 (Five) years from the conclusion of 51st Annual General
Meeting till the conclusion of 56th Annual General Meeting of the Company to be held for
Financial Year 2026-27. The Auditor's Report for Financial Year ended March 31, 2025
does not contain any qualifications, reservations or adverse remarks and the notes on
Financial Statements referred to in the Auditors' Report are self-explanatory. The
Report is attached hereto and is self-explanatory requiring no further elucidation or
clarification.
However, for the Financial Year ended March 31, 2025, M/s Chatterjee
& Chatterjee, Chartered Accountants, had not reported any matter under section 143(12)
of the Companies Act, 2013, therefore no detail is required to be disclosed under Section
134(3) of the Act.
DETAIL OF FRAUD AS PER AUDITORS REPORT
There is no fraud in the Company during the financial statements ended
31st March, 2025, this is also being supported by the report of the auditors of the
Company as no fraud has been reported in their audit report for the financial statements
ended 31st March, 2025.
MANAGEMENT COMMENT ON AUDIT QUALIFICATION:
During the year, the Statutory Auditors have not reported any matter
under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be
disclosed under Section 134(3) (ca) of the Companies Act, 2013.
2. SECRETARIAL AUDITORS AND AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s
AASK & Associates LLP, Company Secretaries (LLPIN-AAD-2934) has undertaken the
Secretarial Audit of the Company for the financial year 2024-25. The Report of the
Secretarial Audit in Form MR-3 for the period ended March 31, 2025 is annexed as Annexure
II to the Report which forms an integral part of this report. There are some
qualifications, reservations or adverse remarks made by Secretarial Auditor in their
report. Further the Secretarial Audit Report in Form MR-3 for Material Subsidiary is also
annexed as Annexure III.
The said report contains following observations on which management
comments are as under: The SOP fine was imposed by BSE for delayed submission of Annual
Secretarial Compliance Report pursuant to regulation 24A of SEBI (LODR), 2015.
MANAGEMENT COMMENTS: -
The compliance officer has filed the Annual Secretarial Compliance
Report in both pdf and xbrl mode, within the stipulated timeframe, however, due to some
technical error on the part of exchange the pdf file gets uploaded on time but the xbrl
file got delayed. Though it is to inform that the company has paid the said SOP fine.
There was delay in filing the casual vacancy for the position of Non-
Executive Independent Director pursuant
ROLLATAINERS LIMITED
to section 149 of Companies Act 2013 read with Regulation 25 of SEBI
(LODR) 2015. Appointment was made after the period under review i.e. May 29, 2025.
MANAGEMENT COMMENTS: -
The Company was in the process of identifying or hiring suitable person
for the vacant position which took time more than expected. However, the Company assures
that all future compliances will be completed on schedule.
A Provisional Attachment Order issued by the Deputy Director posted at
the Gurugram Zonal Office, Directorate of Enforcement, New Delhi, against the Company and
its subsidiary. This order pertains to the provisional attachment of immovable properties
held in the name of Subsidiary's and includes the attachment of shares held by the
promoter of company and freezing of one of the bank accounts of the Company and its
subsidiary.
MANAGEMENT COMMENTS: -
The Company has filed the appeal before the Adjudicating Authority for
de-frezzing of the assets attached by the department.
3. SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements), 2015, M/ s S.Khurana & Associates, Company
Secretaries in practice has undertaken the Secretarial Compliance of the Company for the
financial year 2024-25. The Report of the Secretarial Compliance Report in prescribed
format for the period ended March 31, 2025 is annexed as Annexure IV to the Report.
4. INTERNAL AUDITOR
Pursuant to the provisions of section 138 of Companies Act,2013, read
with rules made thereunder, the Board of Directors had appointed M/s VBRG &
Associates, Practicing Chartered Accountants (FRN. 022879C) to undertake the Internal
Audit of the Company for the financial year 2024-25.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 have been provided, if any, in the
accompanying Financial Statements.
26. RELATED PARTY TRANSACTIONS
In accordance with Section 134(3) (h) of the Companies Act, 2013 read
with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or
arrangements with related parties, referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2 is annexed as Annexure V which forms part of this
Annual Report.
In requirements of the Companies Act, 2013 and Listing Regulations,
your Company has formulated a Policy on Related Party Transactions which is available on
Company's website at www.rollatainers.in.
27. ANNUAL RETURN
The Annual Return of the Company as on March 31, 2025 is available on
the Company's website and can be accessed at www.rollatainers.in/investors.php.
28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo stipulated for the financial year 2024-25 under
Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts)
Rules, 2014, is annexed herewith as Annexure VI which forms an integral part to this
Report.
29. DISCLOSURE REQUIREMENTS
Details of the Familiarization Programme of the independent directors
are available on the website of the Company
(URL:http://www.rollatainers.in/investors.php). Policy on dealing related party
transactions is available on the website of the Company (URL;
http://www.rollatainers.in/investors.php).
ANNUAL REPORT 2024-25
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the Company to report genuine
concerns. The provisions of this policy are in line with the provisions of the Section
177(9) of the Act and the Listing Agreements with stock exchanges and as per SEBI LODR
Regulations, 2015 (URL: http://www.rollatainers.in/investors.php)
30. COMMITTEES OF THE BOARD
The Company's Board has the following Committees: (i) Audit
Committee (ii) Nomination and Remuneration Committee (iii) Stakeholders' Relationship
Committee
The details of the membership and attendance at the meetings of the
above Committees of the board are provided in the Corporate Governance Section of the
Annual Report.
31. POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act 2013, the Nomination
and Remuneration Committee of the Board has framed a policy for selection and appointment
of Directors and senior management personnel, which inter alia includes the criteria for
determining qualifications, positive attributes and independence of a Director(s)/Key
Managerial Personnel and their remuneration. The nomination and remuneration policy is
available on the website of the Company http://www.rollatainers.in .
32. CORPORATE SOCIAL RESPONSIBILITY
As the Company is not having net worth of rupees five hundred Crores or
more, or turnover of rupees one thousand crores or more or a net profit of rupees five
crores or more during any financial year, the Company is not required to comply with the
provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of
the CSR Committee and undertaking of Social Expenditure as required under the said
Section.
33. VIGIL MECHANISM.
The Company has in place a vigil mechanism in the form of Whistle
Blower Policy for Directors and Employees in Compliance with Section 177(9) of the Act and
Regulation 22 of the SEBI Regulations to report genuine concerns regarding unethical
behavior and mismanagement, if any. 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 confidentiality of those reporting violations
is maintained and they are not subjected to any discriminatory practice. The said Whistle
Blower Policy has been disseminated on the Company's website at www.rollatainers.in.
34. PARTICULARS OF EMPLOYEES
The Particulars of employees as required in terms of the provisions of
Section 197 read with Rules 5 (2)& (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) rules,2014 are also included in Annexure VII to this Report.
35. 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. ROLLATAINERSLIMITED
36. COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of Companies Act, 2013, the
Company has complied with applicable provisions of secretarial standards issued by
Institutes of Comany Secretaries of India (ICSI) and notified by Ministry of Corporate
Affairs (MCA).
37. 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. Pursuant to the said Act, the details regarding the number of complaints
received, disposed and pending during the financial year 2024-25, pertaining to incidents
under the above framework/ law are as follows:
| number of complaints of sexual harassment received in the
year: |
Nil |
| number of complaints disposed off during the year: |
Nil |
| number of cases pending for more than ninety days: |
Nil |
38. STATEMENT CONCERNING ABOUT COMPLIANCE OF PROVISION RELATING TO THE
MATERNITY BENEFIT
ACT 1961
Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the
Company affirms that it is in compliance with the provisions of the Maternity Benefit Act,
1961. The Company remains committed to providing a safe, supportive, and inclusive work
environment for women employees, in line with the applicable statutory requirements.
39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND
BANKRUPTCY CODE 2016
During the period under review, there were no applications made or
proceedings pending in the name of the Company under IBC, 2016.
40. PUBLIC DEPOSITS
During the period under review, the Company has not accepted any
deposits from public, members or employees under the Companies Act, 2013 and as such, no
amount of principal or interest on public deposits was outstanding as on the date of
balance sheet.
41. CREDIT RATING
The Company has not taken any rating during financial year 2024-25.
42. 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.
43. LISTING AT STOCK EXCHANGE
The Equity Shares of Company are listed on BSE Limited and the National
Stock Exchange of India Limited and are actively traded. The Company has already paid the
Annual Listing Fee to the concerned Stock Exchanges for the year 2024-25 and 2025-26.
44. HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS
During the period under review, the relations between the Management
and the workmen were highly cordial. Human resources initiatives such as skill up
gradation, training, appropriate reward & recognition systems and productivity
improvement were the key focus areas for development of the employees of the Company.
ANNUAL REPORT 2024-25 Industrial relation continued to remain cordial at all level of the
employee during the year.
45. DIVIDEND DISTRIBUTION POLICY
The Board of Directors of your Company had approved the Dividend
Distribution Policy in accordance with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”). The objective of this policy is to establish the parameters to be
considered by the Board of Directors of your Company before declaring or recommending
dividend. The Policy is available at the official website of the Company i.e.
www.rollatiners.in.
46. 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.
47. ACKNOWLEDGEMENT & APPRECIATION
Your Directors wish to place on record the sincere and dedicated
efforts of all the employee of the Company. Your Directors also take this opportunity to
offer their sincere thanks to the Financial Institutions, Banks and other Government
Agencies, valued customers and the investors for their continued support, co-operation and
assistance.
|
By Order of the Board |
|
For Rollatainers Limited |
|
Sd/- |
| Place: Haryana |
Aarti Jain |
| Date : 01st September 2025 |
(Chairperson) |
|
DIN: 00143244 |
|