Rollatainers Ltd Directors Report.

To

The Members of,

Rollatainers Limited

Your Directors are pleased to present the 48th Annual Report on the business and operations of your Company along with the audited financial statements for the period ended 31st March, 2019.

FINANCIAL RESULTS

The standalone and consolidated financial statements for the financial year ended March 31, 2019, 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 2018-19 are provided below:

(Rupees in Lakhs)

PARTICULARS Standalone Consolidated
Financial Year ended 31.03.2019 Financial Year ended 31.03.2018 Financial Year ended 31.03.2019 Financial Year ended 31.03.2018
Revenue from Operations 40 1601.12 13535 13668.13
Other Income 35 143.74 317 792.62
Total Revenue 75 1,744.87 13852 14460.75
Total Expenses 188 1,904.75 15633 16313.10
Profit/(Loss) before Tax and
Exceptional Items (113) (159.88) (1782) (1852.35)
Exceptional Items (7257) (219.06) 68 (1625.21)
Profit/(Loss) before Tax (7370) 59.18 (1714) (227.14)
Tax Expenses (611) 161.38 (669) 253.99
Share of Profit/(Loss) of Associates and Joint Venture 0 0 0 (71.28)
Net profit/(Loss) for the year (7981) (102.20) (2382) (44.43)
Other comprehensive (loss)/income for the year 0 0 8 12.05
Total comprehensive income for the year (7981) (102.20) (2374) (32.38)
EPS (3.19) (0.04) (0.95) (0.02)

FINANCIAL PERFORMANCE

Standalone

During the period under review, based on Standalone financial statements, the Company earned Total revenue amounting to Rs. 75.00 Lakhs as compared to Rs. 1744.87 Lakhs in the previous year. Loss after Tax stood at Rs. 7981.00 Lakhs as against Loss after Tax of Rs. 102.20 Lakhs in the previous year.

Consolidated

During the period under review, the Companys consolidated revenue for the year ended 31.03.2019 was Rs. 13852.00 Lakhs compared to Rs. 14460.75 Lakhs for the period ended 31.03.2018. The Consolidated Net Loss for the year ended 31.03.2019 was Rs. 2382.00 Lakhs compared to loss of Rs. 44.43 Lakhs for the period ended 31.03.2018. The Consolidated Total Comprehensive loss for the year ended 31.03.2019 was Rs. 2374.00 lakhs as compared to Total Comprehensive loss of Rs. 32.38 lakhs for the year ended 31.03.2018.

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.

DIVIDEND

In view of losses incurred during the period under review, the Board of Directors has not recommended any dividend on equity shares for the period ended March 31st, 2019.

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 for any financial year. Subsequent to the year end, the Company has transferred the amount of matured deposits to the Investor Education Protection Fund.

TRANSFER TO RESERVES

Your Company has not transfer any amount under the head Reserve in the Financial Statements for the Financial Year ended March 31, 2019. Whereas, the company has incurred losses during the period and has transfer the amount under the head Retained Earnings in Other Reserves to the Financial Statements for the Financial Year ended March 31, 2019 as prepared according to Indian Accounting Standards (Ind AS).

CAPITAL STRUCTURE OF THE COMPANY

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

S.No. Particulars Equity Share Capital Preference Share Capital
1. Authorised Share Capital (in Rs.) 47,00,00,000 18,00,00,000
2. Paid Up Share Capital (in Rs.) 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.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the Listing Agreement executed with BSE Limited & The National Stock Exchange of India Limited and Regulation 17 to 27 read with schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendment thereof. The report on Corporate Governance, the Report on Management Discussion and Analysis (MDA) and the requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance are provided in a separate section which forms part of the Annual Report.

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has following Subsidiary Companies and Associate Companies as on March 31, 2019:

S. No. Name of the Company Status % holding Applicable Section
1. Boutonniere Hospitality Pvt Ltd Subsidiary 100 2(87)
(Formerly Known as Carnation Hospitality Pvt Ltd)
2. R T Packaging Limited Subsidiary 90 2(87)
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 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directors during the Financial Year ended March 31, 2019:- During the period under the review, Mr. Sanjiv Basin, Director of the Company has resigned from the Board and all Committees of Board with effect from 11th December, 2018, due to personal and unavoidable circumstances.

Further, the Board of Directors has appointed Mrs. Arti Khanijo as Non-Executive Independent Director with effect from 03rd August, 2019.

a) 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 Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Aditya Malhotra (DIN: 02191303) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regarding Mr. Aditya Malhotra (DIN: 02191303) are provided in the Notice of the 48th Annual General Meeting. The Board recommends his re-appointment.

b) Independent Directors:- All the Independent Directors of the Company have given 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 c) Key Managerial Personnel: Pursuant to the provisions of Section 203 of the Companies Act, 2013 and the rules made there under, Mr. Darshan Prasad Yadav, Chief Financial Officer (CFO) has resigned from the Board with effect from 01st August, 2019. Further the Company is searching right candidate for the position of Chief Financial Officer.

There has been no other change in the directors and Key Managerial Personnel of the Company except as stated above.

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 familiarisation 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 its independence 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)

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 he meets 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.

BOARD MEETINGS HELD DURING THE YEAR

Five (05) meetings of the Board were held during the period, 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 prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

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.

INTERNAL FINANCIAL CONTROLS

The Board has laid down internal financial Controls to be followed by the Company commensurate with the size, scale and complexity of its operations. 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.

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 Raj Gupta & Co., Chartered Accountants was appointed from the conclusion of 46th Annual General Meeting (AGM) held on 27th September, 2017 until the conclusion of 51st Annual General Meeting of the Company and such remuneration as may be fixed by the Board.

M/s Raj Gupta & Co., Chartered Accountants have furnished a certificate of their eligibility under Section 139 and 141 of the Companies Act, 2013 and the Rules framed thereunder for the appointment as Auditors of the Company. Also as required under Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Company has received a consent letter from the statutory auditors for their ratification till 51st Annual General Meeting of the Company pursuant to provision 139 of the Companies Act, 2013 as amended from time to time. Their appointment was subject to ratification for their appointment by the Members of the Company at every Annual General Meeting. Pursuant to the amendments made to section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from 7th May 2018 the requirement of seeking ratification of the Members for the appointment of the statutory Auditors has been withdrawn from the statue. In view of above, ratification of the members at Annual General Meeting is not being sought.

The Auditors Report does not contain any qualifications, reservations or adverse remarks. The Report is attached hereto and is self-explanatory requiring no further elucidation.

However, for the Financial Year ended March 31, 2019, the auditors M/s Raj Gupta & Co., 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.

Further, the Auditors Report for Financial Year ended March 31, 2019 does not have any qualifications and adverse remarks and the notes on Financial Statements referred to in the Auditors Report are self-explanatory and, therefore, do not call for further clarification.

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the financial statements ended 31st March, 2019, 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, 2019.

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 K Rahul & Associates, Company Secretaries has undertaken the Secretarial Audit of the Company for the financial year 2018-19. The Report of the Secretarial Audit in Form MR-3 for the period ended March 31, 2019 is annexed as Annexure I to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their report. Further the Secretarial Audit Report in Form MR-3 for Material Subsidiaries are also annexed as Annexure II.

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 2018-19. The Report of the Secretarial Compliance Report in prescribed format for the period ended March 31, 2019 is annexed as Annexure III to the Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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 – IV which forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extract of Annual Return of the Company in Form MGT-9 is attached as Annexure V to this Report.

Whereas, in pursuant to the Companies (Amendment) Act, 2017, the act has made substitution under Section 134(3) (a) of the Companies Act, 2013 to place the extract of Annual Return on the website of the Company. As to comply with the said provision the Company has placed the extract of Annual Return in Form MGT-09 on the website of the company i.e www.rollatainers.in.

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 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 to this Report.

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))

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.

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/investors.php)

CORPORATE SOCIAL RESPONSIBILITY

A brief outline of the Corporate Social Responsibility Policy of the Company and the related details for the period 2018-19 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.

AUDIT COMMITTEE

The Board has constituted an Audit Committee, which comprises Ms. Arti Khanijo, Chairman (Independent Director), Mr. Pyush Gupta, Whole Time Director and Mr. Vivek Kumar Agarwal, Independent Director as the Members. The Board of Directors have accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM

The Company has in place a vigil mechanism in the form of Whistle Blower Policy. 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 Company also provides a platform to its employees for having direct access to the Whole Time Director. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

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.

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 2018-19, no complaints were received by the committee.

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 annexed as Annexure -VIII which forms part of the Annual Report.

The particulars of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is Nil.

PUBLIC DEPOSITS

During the period under review, the Company has not accepted any fixed deposits from public, shareholders or employees under the Companies Act, 2013.

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.

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, 2019, 248769690 Equity Shares representing 99.45% 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.

LISTING AT SOCK 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 2019-20.

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 by a Company Secretary in whole-time 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 aforesaid Reports on Reconciliation of Share Capital were duly submitted to the BSE Limited where the Equity Shares of the Company are listed.

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.

INVESTOR RELATIONS

Your Company always endeavours 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.

ACKNOWLEDGEMENT

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
Place : New Delhi Aarti Jain
Date : 02nd September, 2019 DIN: 00143244
(Chairperson)