Your Directors takes pleasure in presenting the 56th
Annual Report together with the Audited
Financial Statements (consolidated & standalone) and Auditors Report for the financial year ended
March 31, 2023. The financial highlights for the year under review are given below:
(Amt. in Lakh except EPS)
Particulars | Standalone |
Consolidated |
||
F. Y. 2022-23 | F. Y. 2021-22 | F. Y. 2022-23 | F. Y. 2021-22 | |
Revenue | 4794.93 | 4189.80 | 4754.90 | 4189.80 |
Other Income | 70.78 | 64.20 | 70.78 | 64.20 |
Total Income | 4825.68 | 4254.00 | 4825.68 | 4254.00 |
Expenses | ||||
Operating Expenditure | 4238.04 | 3765.71 | 4238.04 | 3765.71 |
Depreciation and amortisation Expenses | 114.39 | 75.27 | 114.39 | 75.27 |
Total Expenses | 4352.43 | 3840.58 | 4352.43 | 3840.58 |
Profit Before Finance Cost and Tax | 513.28 | 413.42 | 473.25 | 413.42 |
Finance Cost | 7.76 | 11.69 | 7.76 | 11.69 |
Share of Profit/Loss of Associates | 0 | 0 | 0.92 | -2.93 |
Profit Before Tax (PBT) | 465.49 | 401.73 | 466.41 | 398.80 |
Tax Expenses | 143.53 | 109.08 | 143.53 | 109.08 |
Profit After Tax (PAT) | 321.96 | 292.65 | 322.88 | 289.72 |
Other Comprehensive income | ||||
-Re-measurements of the defined benefit plans | 13.38 | 6.86 | 13.38 | 6.86 |
-Equity instruments through other comprehensive income | 51.70 | 9.92 | 51.70 | 9.92 |
-Fair value Changes on Investment of Associates Company | 0 | 0 | -0.12 | -0.11 |
-Fair Value Changes in Investment | 23.12 | 8.74 | 23.12 | 8.74 |
Profit For the year | 410.16 | 318.16 | 410.96 | 315.12 |
Attributable to: | ||||
Shareholders of the Company | 410.16 | 318.17 | 410.96 | 315.13 |
Opening Balance of retained Earning | 749.63 | 459.58 | 746.70 | 459.58 |
Closing Balance of retained Earing | 1181.48 | 780.72 | 1179.24 | 780.72 |
Equity share capital | 75.60 | 75.60 | 75.60 | 75.60 |
Reserve | 1795.65 | 1394.89 | 1869.00 | 1467.45 |
EPS (in Rs.) | 42.59 | 38.71 | 42.71 | 38.32 |
PERFORMANCE
During the year, your Company has achieved considerable performance. Your Companys performance in detail has been discussed in detail in the ‘Management Discussion and Analysis Report. Management had no extraordinary impact and least adjustment requisite in the financial results of F.Y. 2022-23.
There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the year and date of this report. Further, there has been no change in the nature of business of the Company.
TRANSFER TO RESERVES
The Company has not transferred any amount to the Reserves for the financial year ended March 31, 2023.
DIVIDEND
The Board of Directors of your Company has Recommended dividend @ 20% per equity share of Rs.10/- for F.Y. 2022-23, payable to those shareholders whose names appear in the Register of Members as on the Book Closure/Record Date.
SHARE CAPITAL
During the year under review, the Company has not altered/modified its authorized share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Companys paid-up equity share capital stood at Rs. 75.60 lakh as on March 31, 2023.
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 | 166.12 |
Investment in Equity Instruments of Associates | 150.88 |
Investment in Equity Instruments | 0.08 |
Total Investment | 317.07 |
FIXED DEPOSIT
Your Company has not accepted any Deposits under Chapter V of the Act during the year and as such, no amount of principal or Interest on Deposit from public is outstanding as on March 31, 2023.
IEPF
During the year your company has not transferred any amount of Dividend including Share to IEPF.
ASSOCIATE COMPANY
M/s. Sudeep Rub-Chem Private Limited is an Associate Company of the Company and Pursuant to the Section 129(3) of the Companies Act, 2013. read with rule 5 of the Companies (Accounts) Rules, 2014. a statement containing silent features of the Financial Statements of the Companys Associate Company in form No. AOC–1 is attached in the Annexure-A.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(2) of Securities and Exchange Board of India (LODR), Regulation, 2015, a Management and Discussion and Analysis report is given in the Annexure-B.
DIRECTORS and KMPs
BOARD EVALUATION
In Compliance with the provisions of the Companies Act, 2013, and Regulation 25(4)(a) of the SEBI Regulation, Annual Performance evaluation of the Board and its Directors was carried out on based of selected parameters. All the Board Members have evaluated the Performance of Board as whole,
Individual Performance of each Board member and the Chairman, Managing Director and Board Committees of the Company, considering the views of executive directors and non-executive directors. In a separate meeting of the independent directors, performance of the independent and the non- independent directors was evaluated.
There are no such material observations which are carried by the Directors on evaluation of the Board. Further, in the view of previous years observation company has taken steps as suggested by the Directors.
MEETINGS OF BOARD AND COMMITTEES
The Board met 4 (Four) times during the year, and the intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI. The Details of the meetings of Board of Directors, Audit Committee and Nomination & Remuneration Committee held for the F.Y. 2022-23 are given in Annexure-C.
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 internal and independent Auditors. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.
Audit Committee is formulated by the Company with the following Composition;
Chairman of the Audit Committee
Member of the Audit Committee
Member of the Audit Committee
Our Nomination & Remuneration Committee is formulated by the Company with the following Composition;
Chairman of the N & R Committee
Member of the N & R Committee
Member of the N & R Committee
The Board has on the recommendation of the Nomination & 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
MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Companies Act, 2013, and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on February 10, 2023.
The Independent Directors at the meeting, inter alia, reviewed the following:-
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)C and 134(5) of the Company Act, 2013:
in place and that the financial control were adequate and were operating effectively;
SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
RELATED PARTY TRANSACTIONS
Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The policy was amended by the Board of Directors on March 31, 2023, to incorporate the new requirements introduced under the SEBI Listing Regulations.
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 the related party transactions were placed before the Audit Committee for prior approval or omnibus approval, as case may be. Approval and consideration of the Audit Committee and board were obtained on a quarterly basis for the transactions which were of a foreseen and repetitive nature, if any.
Hence, No such contract or arrangement with Related Parties referred to in Section 188 (1) of the Act entered by the Company during the year which required to be disclosed in Form AOC-2.
Further, Company has framed a policy on RPTs for the purpose of identification, approval and monitoring of such transactions. The policy on Related Party Transactions is hosted on the companys website: www.rolconengineering.com.
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 o n t h e c o m p a n y s w e b s i t e : 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 SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015. Details of the Policy are available on the companys website: www.rolconengineering.com
RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of the Listing Regulations, The Company has been consciously following risk management. The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks etc. The Company has a system based approach to business risk management backed by strong internal control systems. A range of responsibilities from strategy to the operations is specified. A strong independent internal audit function at the corporate level carries out risk focused audits across all businesses enabling identification of areas where risk managements processes may need to be improved. The Management has reviewed the risk identified by the Audit Committee and the Board of the Company periodically. As already mentioned the Company adopts the policy of risk diversification by broadening its market and customer base. Risk Management policy may be accessed on the C o m p a n y s w e b s i t e a t t h e l i n k : http://rolconengineering.com/#
INTERNAL FINANCIAL CONTROLS
Adequate internal financial controls are in place which ensures the reliability of financial and operational information. The regulatory and statutory compliances are ensured to enables the business processes and also ensures financial discipline and fosters accountability.
INTERNAL AUDITOR
Shri Kanchanlal M. Parikh, (M.No. 008539), Chartered Accountant, who is our internal auditors have carried out internal audit for the FY 2022-23. Their reports were reviewed and consider by the Audit Committee.
AUDITORS
nd
At the 52 AGM held on July 16, 2019, the Members
have appointed M/s JHS & Associates-LLP, Chartered Accountants (133288W/W100099), as Statutory Auditors of the Company to hold office for a period of
five (5) years from the conclusion of that AGM till the conclusion of the 57th AGM (F.Y. 2023-24).
There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report for the F.Y. 2022-23.
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-D.
The Secretarial Auditors Report for the financial year 2022-23 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 September 2, 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, TECHNOLOGY ABSORPTION 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–E.
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.
ANNUAL RETURN
Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the company and is accessible at the weblink: http://rolconrngineering.com/Annual- Return.aspx
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.
D I S C L O S U R E U N D E R T H E S E X U A L HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & 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 Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013, Further, Your Company has in place a Sexual Harassment Prevention and Grievance Handling Policy in line with the requirement of the provision of the Act. Company has not received any the 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 Board of Directors of
Rolcon Engineering Company Limited
Sd/- Suresh H. Amin Chairman & WTD DIN: 00494016
Vallabh Vidyanagar May 19, 2023.
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.