Rolcon Engineering Company Ltd Directors Report.

TO,

THE MEMBERS OF,

ROLCON ENGINEERING CO. LTD.

Your Directors takes pleasure in presenting the SB" Annual report together with the Audited Financial Statements and Auditors Report for the financial year ended March 31, 2020. The financial highlights for the year under review are given below:

STATE OF AFFAIRS:

(Rs. in Lakh)

Particulars F.Y. 2019-20 F.Y.2018-19
Revenue 3627.50 3920.48
Other Income 59.29 55.92
Total Income 3686.79 3976.40
Expenses
Operating Expenditure 3504.86 3779.51
Depreciation and amortisation Expenses 92.12 91.46
Total Expenses 3596.98 3870.97
Profit Before Finance Cost and Tax 89.81 105.43
Finance Cost 5.78 9.90
Profit Before tax (PBT) 84.03 95.53
Tax Expenses 34.73 (47.63)
Profit For the year 49.3 143.15
Attributable to:
Shareholders of the Company 49.3 143.15
Opening Balance of retained Earning 379.26 255.22
Closing Balance of retained Earing 418.56 379.26
Equity share capital 75.60 75.60
Reserve 1027.73 978.42
EPS (in Rs.) 6.52 18.94

Disclosure of material impact of COVID-19 pandemic

The novel coronavirus (COVID-19) pandemic is spreading around the world rapidly. The Virus has not just affected the human, but business of almost all type of entities too, the scope of which currently is undetermined.

Impact on Production and Function of Corporate Office

Companys plants and office located at Vallabh Vidyanagar, (Gujarat) had been closed since March 23, 2020 due to immediate shutdown restrictions imposed by national government then partially resumed with limited workforce w.e.f. May 5, 2020 in line with the directions is- sued by the Central Government, State Govern- ment and local Authorities. While disruptions of production affected to the extent in estimation of last quarter planning and schedules. Also, up to some extent capacity remain under-utilized. Employee safety

Start working by Providing safety and healthy environment to the employee was the biggest challenge. The Company has implemented strict measures of ensuring social distancing, hygiene practices and deep cleaning of premises to ensure the safety of our workers, admin staff and the community at workplace.

Sales and Revenue

Since force majeure has approximate impact on forecasted sales figures resulting less amount of sales in last month of financial year which has ultimate effect on Revenue of the Company for the F.Y. 2019-20.

Preparation and Disclosure of Financial Result

As a result of disruptions in the Financial Function and lockdown at the end of the financial year statutory Audit, preparation of financial statements and disclosure Under Regulation 33 of SEBI (LODR) 2015, has fairly delayed than usual time but extension allowed by governments and authorities to comply ensures that company was almost in same line as with other corporate activity in this regard. Further, No such event or material event identified as per Ind AS 10 (Event after reporting period i.e. March 31,2020)

IMPACT ON FINANCIAL YEAR 2020-21 Demand and Supply

Looking to the scenario in the market due to COVID -19 pandemic Money market has been slow down company expect lees number of orders and replacement order will be more in survival condition in the economy for the first two quarter of F.Y. 2020-21 compare to previous year. In addition to that Export may reduce due to cross border lockdown which is still in order and world economy has severely affected. Management is experiencing some difficulties in supply chain due to pandemic has some great impact of transportation and logistics specially from other states, although expecting better in coming days. Also, shipment will be below Break Even Point for the ensuing quarter.

Liquidity crunches /Trade receivables /cash flow miss-match uneven

In COVID 19 pandemic Cash Cycle of market shall undergo change from liquidity point of view and expected in conservative approach which may affect the bills receivables and Liquidity crunches.

Investment policy of the Company and Finical Assets

As we witness the gravity of COVID - 19 has caused on volatility in global and international market rendering its fair value of Investment. In- vestment in Mutual fund. Equity and Debt is car- ried out by its fair value of market. Future index- es is expected sliding movement consequently loss in real value of investment. More, Liquidity on hand would be more important and thus com- pany has change its Investment policy looking conservative from liquidity point of view rather than increase in it on the basis of supportable forecasts of future economy considering the cur- rent circumstances.

Additionally, Company has given Disclosures un- der Regulation 30(3) and para B of Part A of Schedule III of SEBI (LDDR) 2015 and shall make continues effort to provide the same to valuable stakeholders. Further,

The Company will continue to closely monitor the situation and take appropriate action as per the regulatory advice.

DIVIDEND

The Board of Directors has Recommend dividend @15% i.e. Rs.1.5 per equity share of Rs.10/- for F.Y. 2019-20

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Detail of the loan, Guarantees and investments covered under provision of section 186 of the company Act, 2013

Particular Amount
(Rs. in Lakh)
Investment in mutual fund 42.87
Investment in Equity Instruments 0.18

DIRECTORS

• Shareholders has re-appointed Shri Kailashchandra K Seksaria (DIN: 00115555), Shri Mahesh H Joshi (DIN: 00856573) and Shri Ashok K Parikh (DIN: 00359634) as an Independent Directors of the Company by passing special resolution in Annual General Meeting held on July 16, 2019 pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 to hold office for a second term of five (5) consecutive years effective from May 16, 2019 to Conclusion of Annual General Meeting for the Financial Year 2023-24 on the Board of the Company.

• Shareholders has appointed Dr. Arpita A. Amin (DIN: 01927591), as Non-Independent, Non-Executive Director by passing Ordinary Resolution in Annual General Meeting held on July 16, 2019.

• Board has appointed Smt. Harshila H Patel (DIN: 08590119), as an Additional Independent Director on its meeting held on February 7, 2020 till the Ensuing Annual General Meeting.

• All Independent Directors have given Declarations that they meet the criteria of Independence as laid down under section 149 (6) of the Companies Act, 2013.

• None of the Directors of your company is disqualified as per section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provision of Companies Act, 2013 and SEBI (LODR) Regulation-2015.

BOARD EVALUATION

All the Board Members have evaluated the performance of Board as whole. Individual Performance of each Board member and Managing Director, Chairman and Board Committees of the Company. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, considering the views of executive directors and non-executive directors.

NOMINATION Et REMUNERATION COMMITTEE AND POLICY

Our Nomination & Remuneration Committee is formulated by the Company with the following Composition

1. Shri Kiran M. Patel- Chairman of the N & t R Committee

2. Dr Arpita A. Amin-

Member of the N & R Committee

3. Shri MH Joshi-

Member of the N t R Committee

The Board has on the recommendation of the Nomination t Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The detailed remuneration policy is available on the companys website www.rolconengineering.com.

AUDIT CDMMITTEE

The Audit Committee helps Board monitor the managements financial reporting process and ensures that Disclosures are accurate, timely and at highest level. It also oversees the Work of in- ternal and independent Auditors.

Audit Committee is formulated by the Company with the following Composition;

1. Shri Kiran M. Patel- Chairman of the Audit Committee

2. Shri Ashish 5, Amin- Member of the Audit Committee

3. ShriMHJoshi-

Member of the Audit Committee

MEETINGS

The Details of the meetings of Board of Directors, Audit Committee and Nomination t Remuneration Committee held for the F.Y. 2019-20 are given in Annexure-A

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in the terms of the section 134(3) I of the Company Act, 2013:

1. That in the preparation of the Annual financial statements for the year ended March 31, 2020, the applicable Accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2020 and of the profit of the Company for the year ended on that date;

3. That Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 and for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

4. That the Annual Accounts have been prepared on a going concern basis;

5. That the proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

5.That the systems to ensure compliance with the provision of all applicable laws were in place and were adequate and operating effective.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on at arms length basis and were in the ordinary course of business.

All related party transactions were placed before the Audit Committee as also the Board for approval. Prior approval of the board and Audit Committee were obtained on a quarterly basis for the transactions which were of a foreseen and repetitive nature if any.

The details are given in Annexure-B

VIGIL MECHANISM / WHISTLE BLOWER POLOCY

The Company has a Vigil Mechanism/ Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. Further, a dedicated helpline has been set up by the company in Line management. The helpline can be contacted to report any suspected or confirmed incident of fraud/misconduct. Details of the Policy are available on the companys website

www.rolconengineering.com.

CODE OF CONDUCT

The Board has framed and approved code of conduct for Board of Directors and senior management of the company in Compliance with Regulation 17(5) of 5EBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.

AUDITORS

At the 52"^ AGM held on July 16, 2019 the Members approved appointment of M/s JFI5 & Associates-LLP, Chartered Accountants (13328BW/W100099), as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 57*" AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the 53^ AGM.

The Auditors Report for the financial year 2019-20 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Kiran Vaghela and Associates (C.P.No. 18617), Anand, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor of the company is annexed herewith as Annexure-C.

The Secretarial Auditors Report for the financial year 2019-20 does not contain any qualification, reservation or adverse remark .

ANNUAL SECRETARIAL COMPLIANCE REPORT

As per BSE circular LIST/COMP/12/2019-20 dated May 14, 2019, the company is claiming exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015 accordingly company is not required to submit Annual Secretarial Compliance Report to stock exchange.

CORPORATE GOVERNANCE

Pursuant to the SEBI circular dated September 15, 2014 and Regulation 15(2) contained in Chapter IV to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 2"^ September, 2015 in Connection with Corporate Governance is not applicable to the company, since the paid-up capital of the company is less than Rs. 10 Crores and Net Worth of the company is below Rs. 25 Crores as on last day of previous financial year.

ENERGY CONSERVATION, CHNOLOGY ABSORP- TION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The information on Conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-D.

FIXED DEPOSIT

Your Company has not accepted any Fixed Deposits during the year.

DETAILS OF ORDER PASSED BY THE REGULATORS

There were no significant and material orders passed by the regulators or courts or Tribunals Impacting the Going Concern Status and Companys Operation in the future.

EXTRACT OF ANNUAL RETURN

The Details forming the part of the extract of the Annual Return in the Form MGT-9 is attached herewith as Annexure-E.

PARTICULARS OF EMPLOYEES

There is no employee whose details is required to be disclosed pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION a REDRESSAL) ACT, 2013.

The Company has safe and healthy work environment that enables its employees to work without fear, prejudices, gender bias and Sexual harassment and also set up guideline in line with the requirement of The Sexual Flarassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

Company has not received any complaints during the financial year.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for overwhelming co-operation and assistance received from investors, customers, business associates, bankers, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve growth.

For and on behalf of Boards Directors of Rolcon Engineering Company Limited
Sd/-
SureshH.AMIN
Chairman & WTD
DIN: 00494016
Vallabh Vidyanagar
August 6, 2020.