rotographics india ltd Directors report

To

The Members of Rotographics (India) Limited

Your Directors have pleasure in presenting the 48^th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2023 in terms of the Companies Act 2013 and the rules & regulations made there under along with Regulation 33 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

1. SUMMARISED FINANCIAL HIGHLIGHTS

The Companys financial performance for the year under review along with previous year figures are given hereunder:-

FINANCIAL RESULTS

(Rupees in Lakhs)

Particulars	Financial Year ended March 31, 2023	Financial Year ended March 31, 2022
Sales and other income	20.60	16.51
Profit before Depreciation	2,11	1.96
Depreciation	0.02	0.02
Profit before tax	2.09	1.94
Profit after tax	1.55	1.07
Other comprehensive Income	0.02	0.01
Total comprehensive Profit	1.57	1.08
Earnings per share (in Rs.)(of Re. 10/- each)
a) Basic (in Rs.)	0.04	0.03
b) Diluted (in Rs.)	0.04	0.03

2. COMPANYS PERFORMANCE REVIEW

The guidelines/ accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) and prescribed under Section 133 of the Companies Act, 2013 have been followed in preparation of the financial statements of the Company in all material respects.

During the year under review your Company has achieved the gross revenue of Rs. 20.60 Lakhs as against Rs.16.51 Lakhs in the previous year.

3. DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits by the Company.

4. TRANSFER TO GENERAL RESERVES

The Board of Directors of the Company has not proposed to transfer any amount to General Reserve during the year under review.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During Financial Year 2022-23, there was no change in the nature of business.

6. SHARE CAPITAL

As on 31st March, 2023, the Share Capital structure of the Company stands as under:

Particulars	No. of Shares	Amount (in Rs.)
Authorized Share Capital
Equity Shares of Rs. 10/- each	50,00,000	5,00,00,000
Total	50,00,000	5,00,00,000
Issued Share Capital
Equity Shares of Rs. 10/- each	38,93,300	3,89,33,000
Total	38,93,300	3,89,33,000
Subscribed Share Capital
Equity Shares of Rs. 10/- each	36,01,300	3,60,13,000
Total	36,01,300	3,60,13,000
Paid up Share Capital
Equity Shares of Rs. 10/- each	36,01,300	3,60,13,000
Total	36,01,300	3,60,13,000

Note: Company has Forfeited and Cancelled 2,92,000 Partly Paid Shares amounting to Rs. 14,60,000/- during the year 2016.

7. ANNUAL RETURN

In accordance with the Section 92(3) of Companies Act, 2013, the Annual Return of the Company in the prescribed format is available at http://www.rotoindia.co.in/Annual-Return.html

8. BOARD MEETINGS HELD DURING THE YEAR

During the year under review, the Board of Directors meet 5 (Five) times and Independent Directors meet 1 (One) time as required under the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). The maximum interval between any two meetings did not exceed 120 days. The details of the meetings are furnished in the Corporate Governance Report in Annexure A- forming part of this report.

9. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and Listing Regulations.

10. NOMINATION AND REMUNERATION POLICY OBJECTIVES OF THE POLICY:

a) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

b) To determine remuneration based on the Companys size and financial position and trends and practices on remuneration prevailing in peer Companies.

c) To carry out evaluation of the performance of Directors.

d) To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

e) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

11. BOARDS COMMITTEES

The Board of Directors of the Company constituted the following Committees:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

The Committees composition, charters and meetings held during the year and attendance there are given in the Report on Corporate Governance as Annexure A forming part of this Annual Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The information related to Loans, Guarantees given and Investments made by the Company covered under the provisions of Section 186 of the Companies Act, 2013 and Companies (Meetings of Board and its Power) Rules, 2014 are given in the notes to the Financial Statements.

13. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT.

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

(A) CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy: Nil

(ii) The steps taken by the company for utilizing alternate sources of energy: Nil

(iii) The capital investment on energy conservation equipment: Nil

(B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption:Nil

(ii) The benefit derived like product improvement, cost reduction, product development or import substitution: Nil

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil

a) The details of technology imported;

b) The year of import;

c) Whether the technology been fully absorbed;

d) If not fully absorbed, areas where absorption has not taken place,and the reasons thereof;

e) The expenditure incurred on Research and Development: Nil

EXPENDITURE ON R& D

S. No. Particulars	2022-23	2021-22
A Capital	Nil	Nil
B Recurring	Nil	Nil
C Total	Nil	Nil
D Total R&D expenditure as a percentage of total turnover	Nil	Nil

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was no foreign exchange inflow or Outflow during the year under review in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Rule 5 of the Companies (Accounts) Rules, 2014.

15. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of section 135 of the Companies Act, 2013, Corporate Social Responsibility (CSR) is not applicable to the Company during the year under review, so there are no disclosures required under section 134 (3)(o) of the Companies Act, 2013.

16. SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

17. AUDIT COMMITTEE

The details pertaining to composition of the Audit Committee and terms of reference are included in the Corporate Governance Report, which forms part of this Report.

18. RELATED PARTY TRANSACTION

All contracts/arrangement/transactions entered by the Company during the financial year with related parties were on an arms length basis and were in the ordinary course of business and were placed before the audit committee for their approval, wherever applicable.

Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is as attached in Annexure-B, forming part of this report.

19. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

20. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request is given as annexed in Annexure-C forming part of this report.

21. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23.

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibilities Statement, it is hereby confirmed that;

1. in the preparation of the annual financial statements for the year ended March 31,2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures if applicable;

2. for the financial year ended March 31, 2023, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31,2023;

3. proper and sufficient care has been taken 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 financial statements have been prepared on a going concern basis;

5. proper internal financial controls are in place and such internal financial controls are adequate and were operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operating effectively.

22. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations. Further, the Independent Directors, at their exclusive meeting held during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

Further that In terms of clause (p) of sub section (3) of Section 134 of the Companies Act, 2013 and as per the policy framed and approved by the Board of Directors of the Company, the annual evaluation of the Independent Directors, Board of Directors is annexed in Annexure-D that forms part of this Board Report.

23. SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, your Company engaged the services of M/s V Kumar & Associates, Company Secretaries,New Delhi to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report in Form MR-3 is annexed in Annexure - E, forming part of this report.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. covered under the Secretarial Audit. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

24. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a Whistle Blower Policy/Vigil Mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of conduct. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism. The Whistle Blower Policy/Vigil Mechanisms available on Companys website at www.rotoindia.co.in .

25. DIRECTORS / KEY MANAGERIAL PERSONNEL- APPOINTMENT, RE-APPOINTMENT & RESIGNATION

I. APPOINTMENTS/RE-APPOINTMENTS& RESIGNATION

During the year under review, there is no change in the board of Composition of the Company.

However after the closing of financial year, Mr. Pankaj Kumar Bansal and Mr. Rohit Kumar, the Independent Directors of the company resigned from their office with effect from 12^th July, 2023.

The Board appointed Mr. Monu and Mr. Pramod Kumar as Independent Additional Directors who shall hold office till the ensuing Annual General Meeting. The independent Directors being eligible have consented to be re-appointed as the Independent Directors of the company in the ensuing Annual General Meeting.

II. RETIRE BY ROTATION

In Accordance with the provision of section 152(6) of Companies Act, 2013, Mr. NARESH KUMAR BANSAL (DIN: 00681525),will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment as Director. The boardrecommended his re- appointment.

Brief resume of the Director, nature of hisexpertise in specific functional areas and details of hisDirectorship and membership/chairmanship of the board/committees, as stipulated under SEBI (LODR) Regulations, 2015 has been provided in the Annexure to the Notice of the 48^th Annual General Meeting of the Company.

III. KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel (KMP) of the Company in compliance with the provisions of the Companies Act, 2013:

a) Mr.Bapi Karmakar, (DIN: 02404342), Chief Executive Officer

b) Mr. Naresh Kumar Bansal (DIN:00681525), Chief Financial Officer

c) Ms. Sakshi Jain, Company Secretary (A-67325) w.e.f 15.05.2023

Moreover, during the year under review following changes were made in Key Managerial Personnel

Mr. Ankit Bansal, Company Secretary, having Associate Membership No. A43226 resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f 25.12.2022.

After the closure of the year, on the recommendation of the Nomination and Remuneration Committee of the Board, Ms. Sakshi Jain, a qualified Company Secretary having Associate Membership No. A67325 of the Institute of Company Secretaries of India was appointed by the Board of Directors as the Company Secretary & Compliance Officer and KMP of the Company w.e.f. 15^th May, 2023.

The remuneration and other details of the KMPS for the year ended 31^st March, 2023 are mentioned in the Extracts of the Annual Return is available on the Companys website and can be accessed atwww.rotoindia.co.in.

26. CORPORATE GOVERNANCE

As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulations a report on Corporate Governance are given in Annexure - A forming part of this report.

27. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as “Annexure-F”.

28. DEPOSITS

During the year under review, your Company did not accept any deposit within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations. All orders received by the Company during the year are of routine in nature which has no significant / material impact.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Companys business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems.

Apart from the above, the Company in consultations with the external and independent consultants adopted a policy for developmentand implementation of risk management for the company including identification of elements of risk, if any, that may threaten the existence of the Company and a mechanism to mitigate the same.

31. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere Irrespective of gender, caste, creed or social class of the employees.

The Internal Complaints Committees (ICC) is not constituted due to the lack of number of female employees as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Therefore the Company has organized an awareness programme for the female employee in respect to spread the awareness of this Act and has informed them to file any complaint of Sexual harassment caused at workplace to the Local Complaints Committee (LCC) Constituted in every District as per the provision of Section 5 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year.

• No. of complaints received - NIL

• No. of complaints disposed off - NIL

32. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

33. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

During the year under review, no shares were held in Demat suspense account or unclaimed suspense account of the Company.

34. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company during the year under review.

35. IMPACT OF COVID-19 PANDEMIC

The COVID-19 epidemic has pushed the global economy and humanity into a disaster. The impact of covid-19 on India has been largely disruptive in terms of economic activity as well as a loss of human lives. Almost all the sectors have been adversely affected. The physical and emotional wellbeing of employees continues to be a top priority for the Company, with several initiatives to support employees and their families during the pandemic. Your Directors have been regularly reviewing with the Management, the impact of COVID-19 on the Company. During the 1 st quarter of the year, your Company had to temporarily suspend operations for more than two month, keeping in mind the paramount need of safety of the employees. Your Company quickly took measures to ensure the safety of all employees and assured of their wellbeing.

The Board and the Management will continue to closely monitor the situation as it evolves and do its best to take all necessary measures, in the interests of all stakeholders of the Company.

36. AUDITORS

(I) STATUTORY AUDITOR AND AUDITORS REPORT-

M/s A P T & Co LLP., Chartered Accountants having Firms registration no. 014621C/N500088 were appointed as the Statutory Auditors of the Company to hold the office for a term of 5 years from the conclusion of the 45^th Annual General Meeting (AGM) held on 30^th day of September, 2020 until the conclusion of the 50^th AGM of the Company.

After the closure of the Financial Year, the statutory auditor of the company had resigned from his office. The board took note of the same and on recommendation of the Audit Committee, the board appointed M/s BAS & Co. LLP (LLPIN: AAC-3610) in the casual vacancy and proposed the appointment till the conclusion of the AGM to be held in FY 2024.

(II) INTERNAL AUDITOR-

Pursuant to provisions of section 138 of the Companies Act, 2013 the Company has appointed Mr. Manish Gupta, Charted Accountant to undertake the Internal Audit of the Company. During the year internal Auditor has no observation.

37. LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS

In Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, Declaration regarding Non applicability of Corporate Governance Report and Directors declaration confirming compliance with the Code of Conduct has been made part of this report.

38. DISCLOSURE ABOUT THE APPLICABILITY OF COST AUDIT SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013.

The provision of the section 148 of the Companies Act, 2013 read with Rules 14 of the Companies (Audit & Auditors) rules, 2014 is not applicable to the company.

39. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future.

4. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with status at the end of the financial year: NA

5. Details of difference between the amount of valuation done at the time of one time settlement and valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof: NA

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 48^th Annual General Meeting of the Company including the Annual Report for FY 2022-23are being sent to all Members whose e-mail addresses are registered with the Company /Depository Participant(s).

41. EVENT OCCURRED AFTER BALANCE SHEET DATE

No major events have occurred after the date of balance sheet of the Company for the year ended on March 31, 2023.

42. ACKNOWLEDGEMENTS

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, consultants, bankers and other authorities. The Directors also thank the Central and State Government of India and concerned Government Departments/ Agencies for their co-operation. The directors appreciate and value the contributions made by every member of the company.

By order of the Board of Directors For Rotographics (India) Limited

Naresh Kumar Bansal Chairman DIN:00681525

Place: New Delhi Date: 02.09.2023