rollatainers ltd Directors report

To

The Members of,

Rollatainers Limited

Your Board of Directors are pleased to present the 52^nd Annual Report of the Company for the Financial Year ended 31st March, 2023.

1. FINANCIAL RESULTS

The standalone and consolidated financial statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2022-23 are provided below:

(Rupees in Lakhs)

PARTICULARS	Standalone		Consolidated
	Financial Year ended 31.03.2023	Financial Year ended 31.03.2022	Financial Year ended 31.03.2023	Financial Year ended 31.03.2022
Revenue from operations	40.00	56.86	114.25	624.31
Other income	95.49	0.19	99.10	64.74
Total revenue	135.49	57.05	213.35	689.05
Total expenses	135.05	167.44	462.88	1,954.67
Profit/(Loss) before Tax and exceptional items	0.45	(110.39)	(249.53)	(1,265.62)
Exceptional items	-	(4,883.18)	(1,824.64)	(4,506.46)
Profit/(Loss) before tax	0.45	(4,993.57)	(2,074.17)	(5,772.08)
Tax expenses	-	-	-	(969.62)
Share of profit/(loss) of associates and joint venture	-	-	-	(175.78)
Net profit/(loss) for the year	0.45	(4,993.57)	(2,074.17)	(6,917.48)
Re-measurement gains (losses) on defined benefit plans	-	-	-	6.84
Revaluation reserves through OCI	-	-	-	3,891.81
Other comprehensive (loss)/ income for the year	-	-	-	3,898.65
Total comprehensive income for the year	0.45	(4,993.57)	(2,074.17)	(3,018.83)
Less Minority interest	-	-	227.36	26.26
	0.45	(4,993.57)	(1,846.81)	(2,992.57)
EPS#	-	(2.00)	(0.74)	(1.20)

#Amount less than one thousand have been shown as zero.

2. FINANCIAL PERFORMANCE Standalone

During the period under review, based on Standalone financial statements, the Company earned Total revenue for the year ended 31.03.2023 of Rs.135.49 Lakhs as compared to Rs. 57.05 Lakhs for the previous year ended 31.03.2022. Profit after Tax for the year ended 31.03.2023 stood at Rs. 0.45 Lakhs as compared to Loss after Tax of Rs. 4,993.57 Lakhs in the previous year ended 31.03.2022.

Consolidated

During the period under review, based on Consolidated Financial Results, the Company earned Total Revenue for the year ended 31.03.2023 of Rs. 213.35 Lakhs as compared to Rs. 689.05 Lakhs for the previous year ended 31.03.2022.

The Consolidated Net Loss after Tax for the year ended 31.03.2023 stood at Rs.2074.17 Lakhs as compared to Net Loss after Tax of Rs. 3,018.83 Lakhs for the previous year ended 31.03.2022.

CONSOLIDATED FINANCIAL STATEMENT

In pursuance of the provision of Section 129 (3) of Companies Act, 2013, a company has one or more subsidiaries or associate companies, it shall, in addition to standalone financial statements, prepares a consolidated financial statement of the company and of all the subsidiaries and associate companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which shall also be laid before the annual general meeting of the company along with the laying of its financial statement. Your Company has Subsidiaries and associate company (Joint Venture) and consolidation of the same is mandatory as per the Companies (Amendment) Act, 2017.

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing Regulations, 2015 as prescribed by SEBI is provided in the Annual Report. In accordance with Section 129 of the Companies Act, 2013, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing Annual General Meeting along with the Financial Statements of the Company.

3. OPERATIONS REVIEW AND STATE OF COMPANYS AFFAIRS

Rollatainers Limited (The Company) operates as an integrated packaging solution organisation with business encompassing research, manufacturing and marketing Lined and mono Cartons and Packaging Machines.

The shares of the company are listed on BSE Limited and National Stock Exchange of India Limited.

The State of affairs of the Company is detailed in the "Management Discussion & Analysis Report" forming part of this Annual Report.

4. DIVIDEND

During the period under review, your Directors does not recommend any dividend on the equity shares for the year ended March 31, 2023 as the Company requires ploughing back of the profits to the working capital of the Company and expects better results in the coming years.

5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of Seven Consecutive year or more are required to transfer in the name of IEPF, but the company is not required to transfer the said amount to the IEPF established by the Central Government as the company has not declared any dividend in any financial year.

6. TRANSFER TO RESERVES

The Company has not transferred any amount under the head Reserve in the Financial Statements for the Financial Year ended March 31, 2023. Whereas, the company has incurred losses during the period and has transfer the amount under the head Retained Earnings in Other Equity to the Financial Statements for the Financial Year ended March 31, 2023 as prepared according to Indian Accounting Standards (Ind AS).

7. CAPITAL STRUCTURE OF THE COMPANY

The Share Capital Structure of the Company is categorized into two classes:-

S.No Particulars	Equity share capital	Preference share capital
1. Authorised share capital	47,00,00,000	18,00,00,000
2. Paid up share capital	25,01,30,000	11,40,00,000
3. Value per share	1	100

Preference Share Capital:

(i) 1,40,000, 10% Non convertible redeemable preference shares of Rs. 100/- each.

(ii) 10,00,000, 2% Redeemable non cumulative non convertible preference shares of Rs. 100/- each.

During the period under review, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

8. DEMATERIALISATION OF SHARES

The Company has admitted its Equity Shares to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of shares.

As on 31st March, 2023, 24,88,15,840 Equity Shares representing 99.475 % of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE927A01040.

9. RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directives of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on a quarterly basis for the quarter ended 30^th June, 2022, 30^th September, 2022, 31^st December, 2022 and 31^st March, 2023 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The above mentioned Reconciliation of Share Capital Audit Report was duly submitted to the BSE Limited and National Stock Exchange of India Limited where the Equity Shares of the Company are listed.

10. CHANGE OF REGISTERED OFFICE

During the financial year under review, there was no change in the Address of Registered Office of the Company.

11. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

12. FINANCIAL STATEMENTS OF THE COMPANY

The Financial Statements of the Company for the FY 2022-23 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Listing Regulation).

The Audited Financial Statements along with Auditors Report for the FY 2022-23 into consideration have been annexed to the Annual Report and are also made available on the website of the Company which can be accessed at www.rollatainers.in.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has following Subsidiary Companies and Associate Companies as on March 31, 2023:

S.No. Name of the Company	Status	% holding	Applicable Section
1 R T Packaging Limited	Subsidiary	100	2(87)
2 Oliver Engineering Private Limited	Associate	48	2(6)
3 Rollatainers Toyo Machine Private Limited	Associate (Joint Venture)	50	2(6)

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the financial statements of the Companys Subsidiaries/Joint Ventures/associates and the report on their performance and financial position in Form AOC-1 is annexed to the financial statements and forms part of the Annual Report, which covers the financial position of the associate/subsidiary Company.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company.

14. CORPORATE GOVERNANCE

In compliance with the Regulation 34 read together with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given as an Annexure-IX and forms an integral part of the Annual Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate of the Whole Time Director (WTD) and/or Chief Financial Officer (CFO) of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

15. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

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

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

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

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

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

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

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Change in Directors during the Financial Year ended March 31, 2023: - During the period under the review, there has been following series of change on Board of Directors:

(a) On the recommendation of Nomination and Remuneration Committee, the Board of Company appointed Mr. Vipul Gupta (09064133) as an Additional Non- Executive Independent Director with effect from 01st June 2022, which was further approved by shareholders through Postal Ballot on 06^th July 2022.

(b) Mr. Anupam Jain resigned from the position of Non-Executive Independent Director with effect from 27th June 2022 due to some pre occupation with other duties. The Board placed on record his appreciation for their continuous support, guidance and contribution during their tenure as an Independent Director on the Board of the Company.

(c) On recommendation of Nomination and Remuneration Committee, the Board of Company appointed Ms. Manisha Goel (09725308) as an Additional Executive Director with effect from 02^nd September 2022 for a period of 5 (Five) years , which was further approved by the shareholders in the General Meeting held on 30^th September,2022.

(d) Mr. Amit Gupta resigned from the position of Non-Executive Independent Director with effect from 07^th September 2022 due to some pre occupation with other duties.The Board placed on record his appreciation for their continuous support, guidance and contribution during their tenure as an Independent Director on the Board of the Company.

(e) On recommendation of Nomination and Remuneration Committee, the Board of Company appointed Ms. Rajiv Kapur Kanika Kapur (0715466) as an Additional Non Executive Independent Director with effect from 08^th September 2022 for a period of 5 (Five) years , which was further approved by the shareholders in the General Meeting held on 30^th September,2022.

(f) Mr. Aditya Malhotra resigned from the position of Non-Executive Non- Independent Director with effect from 12th February 2023 due to some pre occupation with other duties. The Board placed on record his appreciation for their continuous support, guidance and contribution during their tenure as Director on the Board of the Company.

There was no material reason regarding the resignation of the Independent Directors and the confirmation regarding the same as received from the Independent Directors was already submitted at www.bseindia.com and www.nseindia.com.

Further, there has been no change in the directorship of the company.

After the closure of Financial Year (2022-23), till the date of this report there has been following change on Board of Directors:

(a) On the recommendation of Nomination and Remuneration Committee, the Board of Company appointed Mr. Sri Kant (DIN:06952400) as an Additional Non- Executive Independent Director with effect from 29^th May 2023.

(b) On the recommendation of Nomination and Remuneration Committee, the Board of Company appointed Mr. Sanjay Sharma (DIN:09534294) as an Additional Non- Executive Independent Director with effect from 04^th September 2023.

2. Retire by rotation on the board of directors of the Company: - In accordance with the provisions of Section 152 the Companies Act, 2013 and the Articles of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Aarti Jain (DIN: 00143244) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regarding Ms. Aarti Jain (DIN: 00143244) are provided in the Notice of the 52^nd Annual General Meeting. The Board recommends her re-appointment.

3. Independent Directors: - All the Independent Directors of the Company have given their respective requisite declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulations 16 & 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

4. Key Managerial Personnel: Pursuant to the provisions of Section 203 of the Companies Act, 2013 and the rules made there under, there has been following change in the Key Managerial Personnel:

(a) Mr. Manbar Singh Rawat resigned from the position of Chief Financial Officer of the Company with effect from 21^st March 2023 due to some unavoidable circumstances.

Further, there has been no change in the Key Managerial Personnel of the Company.

After closure of financial year (2022-23) till the date of the this report their has been following changes in Key Managerial Personnel:

a) On the recommendation of Audit Committee and Nomination & Remuneration Committee Mr. Manbar Singh Rawat was appointed as Chief Financial Officer of the Company w.e.f. 20th April 2023.

A brief resume of the Director proposed to be appointed/ re-appointed, highlighting their industry expertise in specific functional areas, names of Companies in which they hold directorships is provided in the notice forms part of the notice forming part of Annual Report.

As on 31.03.2023, Composition of Board and KMPs is as under:

Name	Designation
Ms. Aarti Jain	Non- Executive Non - Independent Director (Chairperson)
Ms. Manisha Goel	Whole Time Director
Mr. Vipul Gupta	Non- Executive Independent Director
Ms. Rajiv Kapur Kanika Kapur	Non- Executive Independent Director
Mr. Brajindar Mohan Singh	Non- Executive Independent Director
Ms. Aditi Jain	Company Secretary (CS)

Further stated that, there has been no other change in the directors and Key Managerial Personnel of the Company except as stated above. None of the Directors are disqualified as on 31st March, 2023 from being appointed as director in pursuance of Section 164 of the Companies Act, 2013.

19. FAMILIARIZATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements), Requirements, 2015, yours Company had adopted a familiarization programme for independent directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management, CSR activities etc.

Your company aims to provide their Independent Directors insight into the Company enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

Details of the familiarization programme of the Independent Directors are available on the website of the Company (URL: http://www.rollatainers.in/investors.php)

20. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors have met 07 (Seven) times during the financial year under review, in respect of which meetings proper notices were given and proceedings were properly recoded and the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two Meetings was within the period as prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

Sequence of Board Meetings held during 2022-23

1. 15^th April 2022

2. 31^st May 2022

3. 05^th August 2022

4. 02^nd September 2022

5. 08^th September 2022

6. 14^th November 2022

7. 13^th February 2023

22. BOARD EVALUATION

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Board evaluated the effectiveness of its functioning and that of the committees and of individual Directors by seeking their inputs on various aspects of Board/Committee governance such as the Board composition and structure, effectiveness of board processes, active participation and contribution of directors in the Board/ Committee meetings and the fulfilment of Directors obligation and their fiduciary responsibilities.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non- Executive Directors. The meeting also reviewed the co-ordination between the Company management and the Board which is required for the Board to effectively and reasonably perform their duties.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial control across the organization. The same is subject to the review periodically by the internal auditor for its effectiveness. The management has established internal control systems commensurate with the size and complexity of the business. The internal control manual provide for a structured approach to identify, rectify, monitor and report gaps in the internal control systems and processes. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee.

24. AUDITORS

1. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, the statutory auditors of the Company M/s Chatterjee & Chatterjee, Practising Chartered Accountants (FRN: 001109C) was appointed as Statutory Auditor for the period of 5 (Five) years from the conclusion of 51^st Annual General Meeting till the conclusion of 56^th Annual General Meeting of the Company to be held for Financial Year 2026-27.

The Auditors Report for Financial Year ended March 31, 2023 does not contain any qualifications, reservations or adverse remarks and the notes on Financial Statements referred to in the Auditors Report are selfexplanatory. The Report is attached hereto and is self-explanatory requiring no further elucidation or clarification.

However, for the Financial Year ended March 31, 2023, M/s Chatterjee & Chatterjee, Chartered Accountants, had not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Act.

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the financial statements ended 31^st March, 2023, this is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial statements ended 31^st March, 2023.

MANAGEMENT COMMENT ON AUDIT QUALIFICATION:

During the year, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

2. SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s S. Khurana & Associates, Company Secretaries (COP: 13212) has undertaken the Secretarial Audit of the Company for the financial year 2022-23. The Report of the Secretarial Audit in Form MR-3 for the period ended March 31, 2023 is annexed as Annexure II to the Report which forms an integral part of this report. There are some qualifications, reservations or adverse remarks made by Secretarial Auditor in their report. Further the Secretarial Audit Report in Form MR-3 for Material Subsidiary is are also annexed as Annexure III.

MANAGEMENT COMMENT ON AUDIT QUALIFICATION:

Due to technical issues, inadvertently delay was caused in filing/ reporting under various Regulations under SEBI(LODR) Regulations, 2015 and Sections under Companies Act,2013. Further, this is for kind attention that all penalty/fines have been paid as imposed by Stock Exchange(s). As on now date, Company is following regime of doing timely filing and compliance.

3. SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), 2015, M/s S. Khurana & Associates, Company Secretaries in practise has undertaken the Secretarial Compliance of the Company for the financial year 2022-23. The Report of the Secretarial Compliance Report in prescribed format for the period ended March 31, 2023 is annexed as Annexure IV to the Report.

4. INTERNAL AUDITOR

Pursant to provisions of Section 138 of Companies Act, 2013, read with rules made thereunder the Board of Directors had appointed M/s VBRG & Associates, Practicing Chartered Accountants (FRN. 022879C) to undertake the Internal Audit of the Company for the financial year 2022-23.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been provided, if any, in the accompanying Financial Statements.

26. RELATED PARTY TRANSACTIONS

In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed as Annexure - V which forms part of this Annual Report.

In requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Companys website at www.rollatainers.in.

27. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at www.rollatainers.in/investors.php.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated for the financial year 2022-23 under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - VI which forms an integral part to this Report.

29. DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available on the website of the Company (URL:http://www.rollatainers.in/investors.php). Policy on dealing related party transactions is available on the website of the Company (URL; http://www.rollatainers.in/investors.php).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the Listing Agreements with stock exchanges and as per SEBI (LODR) Regulations, 2015 (URL: http://www.rollatainers.in/investors.php)

30. COMMITTEES OF THE BOARD

The Companys Board has the following Committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Corporate Social Responsibility Committee

The details of the membership and attendance at the meetings of the above Committees of the board are provided in the Corporate Governance Section of the Annual Report.

31. POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key Managerial Personnel and their remuneration. The nomination and remuneration policy is available on the website of the Company http://www.rollatainers.in .

32. CORPORATE SOCIAL RESPONSIBILITY

A brief outline of the Corporate Social Responsibility Policy of the Company and the related details for the period 2022-23 are set out in Annexure VII of this report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Composition of CSR committee and other related details are provided in the Corporate Governance section, forming part of this Report. The policy is available on the website of the Company.

33. AUDIT COMMITTEE

The Board has constituted an Audit Committee in terms of Listing Regulations and Section 177 of Companies Act, 2013, which comprises Mr. Vipul Gupta, Chairman (Independent Director), Ms. Rajiv Kapur Kanika Kapur (Independent Director) and Ms. Manisha Goel (Executive Director) as the Members as on March 31,2023.

The Board of Directors have accepted all the recommendations of the Audit Committee,if any.

34. VIGIL MECHANISM.

The Company has in place a vigil mechanism in the form of Whistle Blower Policy for Directors and Employees in Compliance with Section 177(9) of the Act and Regulation 22 of the SEBI Regulations to report genuine concerns regarding unethical behavior and mismanagements any. It aims at providing avenues for employees to raise complaints and to recieve feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally.

The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism by raising any concern in good faith. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process.

If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The said Whistle Blower Policy has been disseminated on the Companys website at www.rollatainers.in.

35. PARTICULARS OF EMPLOYEES

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - VIII to this Report.

The Particulars of employees as required in terms of the provisions of Section 197 read with Rules 5 (2)& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) rules,2014 are also included in Annexure - VIII to this Report.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board Meeting & General Meeting.

37. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of Companies Act, 2013, the Company has complied with applicable provisions of secretarial standards issued by Institutes of Comany Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA).

39. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a healthy environment and thus does not tolerate any discrimination and/ or harassment in any form. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period 2022-23, no complaints were received by the committee.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

During the period under review, there were no applications made or proceedings pending in the name of the Company under IBC, 2016.

41. PUBLIC DEPOSITS

During the period under review, the Company has not accepted any deposits from public, members or employees under the Companies Act, 2013 and as such, no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

42. CREDIT RATING

The Company has not taken any rating during financial year 2022-23.

43. SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Companys operations in future during the period under review.

44. LISTING AT STOCK EXCHANGE

The Equity Shares of Company are listed on BSE Limited and the National Stock Exchange of India Limited and are actively traded. The Company has already paid the Annual Listing Fee to the concerned Stock Exchanges for the year 2022-23 and 2023-24.

45. HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS

During the period under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.

Industrial relation continued to remain cordial at all level of the employee during the year.

46. DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company had approved the Dividend Distribution Policy in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The objective of this policy is to establish the parameters to be considered by the Board of Directors of your Company before declaring or recommending dividend. The Policy is available at the official website of the Company i.e. www.rollatiners.in.

47. INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors grievances.

48. ACKNOWLEDGEMENT & APPRECIATION

Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers and the investors for their continued support, co-operation and assistance.

	By Order of the Board For Rollatainers Limited
	Sd/-
Place : New Delhi	Aarti Jain
Date : 04th September, 2023	DIN:00143244 (Chairperson)