To
The Members of,
Rockon Enterprises Limited
Your Directors present to you the 43rd Annual report and the Audited Financial
Statements for the Financial Year ended 31st March, 2019.
Financial results:
Summary of the Companys financial performance for F.Y. 2018-2019 as compared to the
previous financial year is given below:
|
|
(Figures in Lacs) |
| PPARTICULALS |
F.Y. 2018- 2019 |
F.Y. 2017-2018 |
| Income from Commodity Trading |
107.24 |
101.05 |
| Income from Finance Activities |
81.05 |
86.27 |
| Total Operational Revenue |
188.29 |
187.32 |
| Other Incomes |
0.27 |
146.18 |
| Total Revenue |
188.56 |
333.50 |
| Profit before Depreciation & Interest |
(160.524) |
21.45 |
| Depreciation |
0.247 |
0.27 |
| Interest |
9.007 |
11.04 |
| Profit after Depreciation &Interest |
(169.778) |
10.14 |
| Provision for taxation |
|
- |
| Deffered tax |
0.030 |
- |
| Tax adjustment for earlier years |
4.409 |
0.15 |
| +Profit after tax |
(174.22) |
9.99 |
| Other Comprehensive income for the Year |
(37.62) |
(7.99) |
| Balance carried forward to balance sheet |
(211.84) |
2.00 |
Financial performance:
During the year under review company has two reporting segments i.e. Commodity Trading
and Finance segment, from which company has generated its revenue. It can be clearly seen
from the figures above that the total revenue of the company is Rs.188.56 Lakhs including
other income as compared to Rs.333.502 Lacs in the previous year and thereby registering a
fall of 43.46%. However, due to volatile market conditions, which has affected the company
adversly due to company make Net Loss of Rs. (174.218) Lakhs against the Net profit of
Rs. 9.993 Lakhs in the previous year. Thus, the management is striving hard to work with
great efforts and maintain high level of optimism to increase the revenue and profits of
the organization in coming years.
Board of Directors and Key Managerial Personnels
During the year under review Mr. Gaurang Chauhan resigned from the post of Chief
Financial Officer (CFO) of the Company w.e.f. 13/11/2018, Mr.Kirti Anilkumar Patel
resigned from the post of Director of the company w.e.f.03.07.2018, Ms.Bhavna Dave
resigned from the post of company secretary cum compalince officer of the comapny w.e.f
04.01.2019 and Ms.Kajol Tak resigned from the post of company secretary cum compliance
officer of the company w.e.f.03.07.2018 The Board is thankful for there guidance and
contribution to the company.
In accordance with the provisions of the Act and in terms of Articles of Association of
the Company, board approved the chanage of designation of Mrs.Tanu Giriraj Agarwal from
the whole time director to Managing Director for a period of five years commencing from
1st august 2018, Mr. Girraj Kishor Agrawal, Director of the company, retires by rotation
at the ensuing AGM and being eligible, offer himself for reappointment on the
recommendation of Nomination and Remuneration Committee.
Further, the Board appointed Mr.Vinod Prabhu as Chief Financial Officer (CFO) of the
Company w.e.f. 13/11/2018, Bhavna dave as company secretary cum compliance officer w.e.f.
29.09.2018, Sonakshi agarwal as company secretary cum compliace officer of the comapny
w.e.f. 04.01.2019 Further, Profiles of these Directors, as required under Listing
Regulations, are given in the Notice of the 43rd AGM As required under Regulation 36(3) of
the listing Regulations.
Dividend:
With view to conserve financial resources of the Company, your Directors do not
recommend any dividend on equity shares for the year ended 31st March, 2019.
Deposits:
Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74
of the Companies Act, 2013 read together with the companies (Acceptance of Deposits)
Rules, 2014.
Amounts to be transferred to Reserves:
No amount has been transfered to General Reserve for the year.
Number of Meetings of the Board:
The Board met ten (10) times during the financial year. The Meeting details are
provided in the Corporate Governance Report. The maximum gap between any two meetings did
not exceed 120 days, as prescribed in the Companies Act 2013.
Directors Responsibility Statement:
In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013,
and based on the information provided by management, your Directors state that:
1. n the preparation of the annual accounts for the financial year ended 31st March,
2019 the applicable accounting standards have been followed.
2. Accounting policies selected were applied consistently. Reasonable and prudent
judgments and estimates were made so as to give a true and fair view of the State of
affairs of the corporation as at the end of March 31, 2019 and of the profit of the
Company for the year ended on that date.
3. Proper and sufficient care to the best of their knowledge and ability 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.
4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.
5. That they have laid down internal financial controls commensurate with the size of
the Company and that such financial controls were adequate and were operating effectively.
6. That systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
Declarations given by Independent Directors:
All the Non-Executive and Independent Directors viz. Ms. Jyotsana Bhatt, and Mr.
Harikkumar Kabariya have confirmed to the Board that they qualify to be considered as
independent as per the definition of Independent Director stipulated in Section 149(6)
of the Act and Regulation 16(1)(b) of SEBI (LODR), 2015. These confirmations have been
placed before, and noted by the Board.
Policy on Directors Appointment and Remuneration:
In accordance with the provisions of Section 178(3) of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
Directors Appointment and Remuneration policy in place. The objectives and key features
of this Policy are:
(a) Formulation of the criteria for determining qualifications, positive attributes of
Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and also
independence of Independent Directors;
(b) Aligning the remuneration of Directors, KMPs and Senior Management Personnel with
the Companys financial position, remuneration paid by its industry peers etc;
(c) Performance evaluation of the Board, its Committees and Directors including
Independent Directors;
(d) Ensuring Board diversity;
Evaluation of Board of Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
evaluation of its own performance, as well as the evaluation of the working of its
Committees and Individual Directors, including Chairman of the Board. The performance
evaluation of the Board as a Whole, Chairman and the Non-Independent Directors was carried
out by the Independent Directors.
While evaluating the performance and effectiveness of the Board, various aspects of the
Boards functioning such as adequacy of the composition and quality of the Board, time
devoted by the Board to Companys long-term strategic issues, quality and transparency of
Board discussions, execution and performance of specific duties, obligations and
governance were taken into consideration. Directors expressed their satisfaction with the
evaluation process.
Statutory Auditors:
M/s DMKH & Co. Chartered Accountants having Registeration No. 116886W, was
appointed as Statutory Auditors of the Company in 41st Annual General Meeting of the
company for a period of 5 years till the conclusion of 46th Annual General Meeting of the
company to be held in the year 2022. There are continued to be a Statutory Auditors for
F.Y. 2019-20. The Statutory Auditors have confirmed their eligibility pursuant to section
139 of the Companies Act 2013.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the
requirement of seeking ratification of appointment of statutory auditors by members at
each AGM has been done away with. Accordingly, no such item has been considered in notice
of the 43rd AGM.
Explanation on observations made by the Statutory Auditors:
The Statutory Auditors of the company have drawn the attention of the management on
some observations in their CARO and Internal Financial Control Reports. In connection with
the same, management herewith giving the explanations as follows:
As far as contingent liablity of Rs.3,26,141/- for the A.Y.2007-08 and Rs.20,04,460/-
for the A.Y.2011-12 u/s 147 of Income Tax Act, 1961 is concered, It is a matter of fact
that the demand was raised by the jurisdictional assessing officer u/s 147 read with
section 143(3) of the Income Tax Act, 1961 for income escaping assessment conducted by the
Income Tax Authorities, However the contigent liability for the same is not provided as
the management feels that the demand raised is likely to be either deleted or
substantially reduced as the company has filed appeal in response to the demand raised by
the Assessing Officer.
Secretarial Auditors:
Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. P.D. Pandya & Associates, Company Secretary in Practice to conduct the
Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report as received
from M/s. P.D. Pandya & Associates is appended to this Report as Annexure A.
Explanation on observation and qualification made by the Secretarial Auditors:
The Secretarial Auditors of the company have drawn the attention of the management on
some Non Compliances which marked as qualification in their audit report. In connection
with the same, management herewith giving the explanations as follows:
As per regulation 17(8)of securities and exchange board of india (listing obligation
and disclosure requirement ) regulation,2015 chief financial officer certificate should be
signed by the cfo but due to CFO resigned before the meeting , certificate was signed by
managing director. As per companies act 2013 if the office of any whole-time KMP is
vacated, the position so vacated must be replaced with another appropriate personnel
within six months from the date of such vacancy,so there for company is under process to
appoint new CFO.
As far as contingent liablity of Rs.3,26,141/- for the A.Y.2007-08 and Rs.20,04,460/-
for the A.Y.2011-12 u/s 147 of Income Tax Act, 1961 is concered, It is a matter of fact
that the demand was raised by the jurisdictional assessing officer u/s 147 read with
section 143(3) of the Income Tax Act, 1961 for income escaping assessment conducted by the
Income Tax Authorities, However the contigent liability for the same is not provided as
the management feels that the demand raised is likely to be either deleted or
substantially reduced as the company has filed appeal in response to the demand raised by
the Assessing Officer.
Contracts or Arrangements with Related Parties:
In line with the requirements of the Companies Act, 2013 and Listing Regulations 2015,
all Related Party Transactions are placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for Related Party Transactions on yearly
basis for transactions which are of repetitive nature and / or entered in the Ordinary
Course of Business and are at Arms Length.
All Related Party Transactions entered during the year 2018-19 were in Ordinary Course
of the Business and on Arms Length basis; and there were no material contracts and
arrangements.
Transactions, if any, which are not in ordinary course of business and not at arm
length, are disclosure in Form AOC-2 given in the Report as Annexure B.
Committees of the Board:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
Corporate Social Responsibility:
Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Company
is not required to spend any amount towards CSR Expenditure as none of the thresholds
limits as specified in Section 135 is crossed.
Risk Management
The Board has reviewed the Risk assessment and Minimization procedure as per Regulation
17 (9) of the SEBI (LODR) Requirements, 2015; there are no material risk which in the
opinion of the management affects the continuity and existence of the business. The
details of the risks faced by the Company and the mitigation thereof are discussed in
detail in the Management Discussion and Analysis report that forms part of the Annual
Report.
Extract of Annual Return:
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read
with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of
Annual Return in prescribed Form MGT-9 is given in the Report as Annexure C.
Report on Corporate Governance:
The reports on Corporate Governance for the year under review, as stipulated under
Schedule V read with Regulation 34(3) of LODR Regulation, 2015 forms the part of the
Annual Report. The certificate from the Auditors of the Company confirming compliance with
the conditions of Corporate Governance is annexed to the Corporate Governance Report.
Management Discussion and Analysis Report:
Separate Management Discussion and Analysis Report covering a wide range of issues
relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, and
internal control as per SEBI (LODR) 2015, is annexed to this Report.
Internal Financial Controls and their Adequacy:
The Company has put in place adequate internal financial controls with reference to the
Financial Statements commensurate with the size of the Company. The Board has adopted
policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the companys policies, the safeguarding of its assets, the
prevention and detection of fraud, error reporting mechanism, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
Postal Ballot:
During the year the company has not passed any resolution through postal Ballot.
Foreign Exchange:
There is no inflow and outflow of Foreign Exchange.
Vigil Mechanism/Whistle Blower Policy:
The Company has established a vigil mechanism to provide appropriate avenues to the
Directors and employees to bring to the attention of the Management, the concerns about
behavior of employees that raise concerns including fraud by using the mechanism provided
in the Whistle Blower Policy. The details of the said Policy are included in the Report on
Corporate Governance which forms part of the Annual Report. The policy is available at the
following weblink: www.rockonfintech.files.word-
press.com/2015/06/rockon-whistle-blower-policy1.pdf During the financial year 2018-19, no
cases under this mechanism were reported in the Company and any of its subsidiaries/
associates.
Particulars of Loans, Guarantees or Investments:
Details of the Investments covered under the provisions of Section 186 of the Companies
Act, 2013 (Act) will be produced for verification to the members at the registered office
of the Company on their request.
Policy for Prevention, Prohibition and Redressal of Sexual Harassment:
The Company has framed policy in accordance with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint
Committee (ICC) has been set up in compliance with the said Act. During the year under
review no cases in the nature of sexual harassment were reported at any workplace of the
company.
Significant and Material orders passed by the regulators or Courts or Tribunals:
During the year under report, there were no significant material orders passed by the
Regulators/ Courts/ Tribunals impacting the going concern status and Companys operations
in future.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:
The Chief Executive Officer and Chief Financial Officer Certification as required under
Listing Regulations and Chief Executive Officer declaration about the Code of Conduct is
Annexed to this Report in Annexure E.
Certificate Of Non-Disqualification Of Directors:
Certificate from secretarial auditor regarding none of the directors on the board of
the company have been debarred or disqualified from being appointed or continuing as
directors of companies by the Board/Ministry of Corporate Affairs or any such statutory
authority as per item 10(i) of Part C of Schedule V of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirement) Regulations 2015,annexed to this
report in Annexure D.
Particulars of Employees and Related Information:
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is as under:
The percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the financial year 2018-19, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial year
2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) against
the performance of the Company are as under:
| Sr. No Name of Director/KMP |
Remuneration Received (In Rs. Lakh) |
% increase in Remuneration in the Financial year2018-19 |
Ratio of remuneration of each Director to median remuneration
of employees |
| 1. Smt. Tanu Giriraj Agarwal (Whole Time Director) |
- |
- |
- |
| 2. Ms. Jyotsana Bhatt (Non-Executive Independent Director) |
- |
- |
|
| 3. Mr. Hardikkumar Kabariya (Non-Executive Independent Director) |
- |
- |
- |
| 4. Mr. Girraj Kishor Agrawal (Non - Executive Director) |
- |
- |
- |
| 5. Sonakshi Agarwal @ (Company secretary) |
0.21 |
- |
0.19 |
| 6. Gaurang Chauhan)! (CFO) |
0.26 |
|
0.24 |
| 7. Mr. Vinod Prabhu# (CFO) |
1.08 |
- |
1.00 |
| 8. Bhavan Dave* (Company Secretary) |
1.34 |
- |
1.24 |
| 9. Ms.Kajol Tak$ (Company secretary) |
1.65 |
85.717 |
1.53 |
Note - @ Appoinment-w.e.f.04.01.2019, $ Resignation-w.e.f.03.07.2018,
#Appoinment-w.e.f.13.11.2018,!resignationw.e.f 13.11.2018 designation w.e.f.04.01.2019.
- All appointments are / were non-contractual.
- Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel
Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash
basis
- The median remuneration of employees of the Company during the financial year was Rs.
1.08 Lakh
- There were 7 employees on the rolls of Company as on March 31, 2019.
Green initiative in Corporate Governance:
The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21
and April 29, 2011 respectively), has undertaken Green initiative in corporate
Governance and allowed companies to share documents with its shareholders through an
electronic mode.
Members are requested to support their green initiative by registering/updating their
email addresses, in respect of shares held in dematerialized form with their respective
depository participants and in respect of shares held in physical form with Companies RTA.
Acknowledgement:
The Board of Directors wishes to express sincere thanks to Bankers, Shareholders,
clients, Financial Institutions, customers, suppliers and employees of Companies for
extending support during the year
For and On behalf of the Board
| Sd/- |
Sd/- |
| Tanu Agarwal |
Girraj Kishor Agrawal |
| (Managing Director) |
(Director) |
| Date:10/08/2019 |
|
| Place: Mumbai |
|
+91-9892691696
