Rollatainers Ltd Directors Report

The standalone and consolidated financial statements for the financial year ended March 31, 2024, 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 2023-24 are provided below:

(Rupees in Lakhs)

Standalone

During the period under review, based on Standalone financial statements, the Company earned Total revenue for the year ended 31.03.2024 of Rs.117.60 Lakhs as compared to Rs. 135.49 Lakhs for the previous year ended

31.03.2023. Loss after Tax for the year ended 31.03.2024 stood at Rs. 21.69 Lakhs as compared to Profit after Tax of Rs. 0.45 Lakhs in the previous year ended 31.03.2023.

Consolidated

During the period under review, based on Consolidated Financial Results, the Company earned Total Revenue for the year ended 31.03.2024 of Rs. 196.95 Lakhs as compared to Rs. 213.35 Lakhs for the previous year ended 31.03.2023.

The Consolidated Net Loss after Tax for the year ended 31.03.2024 stood at Rs. 1,487.58 Lakhs as compared to Net Loss after Tax of Rs. 1,848.81 Lakhs for the previous year ended 31.03.2023.

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.

The Company s business activities primarily includes leasing and related activities.

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.

During the period under review, your Directors does not recommend any dividend on the equity shares for the year ended March 31, 2024 as the Company requires ploughing back of the profits to the working capital of the Company and expects better results in the coming years.

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.

Your Company has not transferred any amount under the head Reserve in the Financial Statements for the Financial Year ended March 31, 2024. 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, 2024 as prepared according to Indian Accounting Standards (Ind AS).

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

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.

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, 2024, 24,88,26,690 Equity Shares representing 99.479 % 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.

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, 2023, 30^th September, 2023, 31^st December, 2023 and 31^st March, 2024 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 2023-24 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 Auditor s Report for the FY 2023-24 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, 2024:

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 Company s 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.

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 Managing Director (MD) 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:

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.

(b) Mr. Brajindar Mohan Singh resigned from the position of Non-Executive Independent Director with effect from 04th August 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 an Independent Director on the Board of the Company.

(c) 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. 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 (2023-24), there has been following change on Board of Directors:

(a) On the recommendation of Nomination and Remuneration Committee, the Board of Company appointed Mr. Amit Sharma (DIN: 10524102) as an Additional Executive Director as well as Managing Director with effect from 20^th April 2024 and approval of shareholders was granted on 16^th May 2024. (b) Ms. Manisha Goel resigned from the position of Whole Time Director of the Company with effect from 20^th April 2024.

(c) Mr. Vipul Gupta resigned from the position of Non-Executive Independent Director with effect from 18^th July 2024 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

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, Mr. Amit Sharma (DIN: 10524102) 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. Amit Sharma (DIN: 10524102) are provided in the Notice of the 53^rd Annual General Meeting. The Board recommends his 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 was appointed as Chief Financial Officer of the Company with effect from 20^th April 2023.

Further, there has been no change in the Key Managerial Personnel of the Company. 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 31.03.2024, Composition of Board and KMPs is as under:

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, 2024 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 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.

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

The Board of Directors have met 06 (Six) 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.

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

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.

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 2023-24. The Report of the Secretarial Audit in Form MR-3 for the period ended March 31, 2024 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 also annexed as Annexure III. MANAGEMENT COMMENT ON AUDIT QUALIFICATION: There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their 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 2023-24. The Report of the Secretarial Compliance Report in prescribed format for the period ended March 31, 2024 is annexed as Annexure IV to the Report.

Pursuant to the 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 2023-24.

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 Company s website at www.rollatainers.in.

27. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company s 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 2023-24 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 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 2023-24 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, Chairperson (Independent Director), Ms. Rajiv Kapur Kanika Kapur (Non-Executive Non Independent Director) and Ms. Manisha Goel (Executive Director) as the Members as on March 31,2024.

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 mismanagement,if 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 Company s 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 2023-24, 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 2023-24.

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 Company s operations in future.

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 2023-24 and 2024-25.

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.

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.