DIRECTORS’ REPORT & MANAGEMENT DISCUSSION AND ANALYSIS Dear Shareholders, Your Directors have pleasure in brsenting the Annual Report together with the Audited Statement of Accounts of Rotographics (India) Limited for the year ended 31st March, 2015 2. BUSINESS PERFORMANCE During the financial year ended March 31st, 2015 the company has earned a profit after Tax of Rs.0.89 Lacs and your chairman Expecting the more profit in coming years. 3. DIVIDEND No Dividend was declared for the current financial year due to conservation of Profits by the Company. 4. DISCLOSURE UNDER COMPANIES ACT, 2013 SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs. 37,473,000.00. During the year under review the company has not issued any shares or any convertible instruments. NUMBER OF MEETING A calendar of Meetings is brpared and circulated in advance to the Directors. During the year Fourteen (14) Board Meetings and Six (6) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period brscribed under the Companies Act, 2013. INDEPENDENT DIRECTORS’ MEETING The Independent Director met on 16.02.2015, without attendance of Non-Independent Directors and members of the Management. The Director review performance of the Non-Independent Director and the Board as whole; the performance of the chairman of the company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has neither given any loans or guarantees nor made investments covered under the provisions of section 186 of the Companies Act, 2013. COMPOSITION OF AUDIT COMMITTEE The Board has constituted the Audit committee which comprises of two independent Non Executive Director, One executive Director and Secretary. 5. CORPORATE GOVERNANCE The Corporate Governance Report, which form an integral part of this Report, are set out as separate Annexure- I, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. 6. ECONOMIC AND INDUSTRY SCENARIO India is set to become the world’s fastest-growing major economy by 2016 ahead of China, the International Monetary Fund (IMF) said in its recent latest forecast. India is expected to grow at 6.3 per cent in 2015, and 6.5 per cent in 2016 by when it is likely to cross China’s projected growth rate, the IMF said in the latest update of its World Economic Outlook. The government, engineering an economic rebound with a slew of reforms, has unveiled a new statistical method to calculate the national income with a broader framework that turned up a pleasant surprise: GDP in the past year 2013-14 grew 6.9 per cent instead of the earlier 4.7 per cent. The International Monetary Fund (IMF) and the World Bank in a joint report have forecasted that India will register a growth of 6.4 per cent in 2015, due to renewed confidence in the market brought about by a series of economic reforms pursued by the government The industry growth was muted due to economic slowdown and decrease in spending across the board. With gradual improvement in the economy and growth drivers in place such as changing lifestyles, increasing organized retail and government spending on education, the paper and board consumption is bound to increase. However, increased supply in domestic market due to new capacities and cheaper imports from ASEAN countries at zero duty are likely to pose some challenges in the short term. The paper industry in India has become more promising as the domestic demand is on the rise. Increasing population and literacy rate, growth in GDP, improvement in manufacturing sector and lifestyle of individuals are expected to account for the growth in the paper industry of India. According to “India Paper Industry Forecast & Opportunities, 2017” the paper industry in India is expected to grow at the CAGR of around 9.6% during 2012-2017, which will make the revenues of paper industry of India to reach up to USD 11.83 Billion by 2017 7. CORPORATE SOCIAL RESPONSIBILITY Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development. 8. HUMAN RESOURCES The company is taking various initiatives to increase human resources for better productivity. To save on costs, the company is appointing non-experienced staff and taking initiatives for internal training and development of skills. This will help in enhancing their emotional and intellectual engagement with the company. 9. RISK AND CONCERNS Business is exposed to external and internal risks. Some risks can be brdicted and minimised with careful planning and implementing the measures to mitigate them, while some risks cannot be insured against. Your company has been facing many risks including risk to run business due to shortage of working capital. The tight fund situation may affect company’s plans to enlarge its business activities. Due to tight liquidity position, we are not able to lay hands on talented people in the industry. 9(A) BUSINESS RISK MANAGEMENT Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. 10. INTERNAL CONTROL SYSTEM AND ADEQUACIES Your company had started its business from scratch. To grow it faster, the integrity and ethical behavior of management and employees at all levels and compliance of the laws and regulations is very essential. The systems are being put in place to ensure adequate internal controls in operations of the company. Apart from statutory audit, your Company have adequate in-house internal audit practices. 11. VIGIL MECHANISM / WHISTLE BLOWER POLICY In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company. 12. DIRECTORS All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement. In accordance with the provisions of Companies Act, 2013 Shri Pratap Burman (DIN: 00595389), Executive Director and Smt. Chanchala Burman (DIN: 00720455) Executive Director retires by rotation and being eligible offers themselves for re-appointment. 13. EVALUTION OF BOARD PERFORMANCE Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 14. REMUNERATION POLICY 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 Remuneration Policy is stated in the Corporate Governance Report. 15. DIRECTORS’ RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors, to the best of their knowledge and ability state that: (i) In the brparation of the annual accounts, the applicable accounting standards have been followed. (ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review. (iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for brventing and detecting fraud and other irregularities. (iv) The directors have brpared the annual accounts on a going concern basis. (v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. 16. FIXED DEPOSIT Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 17. RELATED PARTY TRANSACTION All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly the disclosure of related party transaction as required under section 134(3)(h) of the companies Act, 2013 in form AOC 2 is not applicable 18. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS. There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. 19. SUBSIDIARY COMPANY The Company does not have any subsidiary company. 20. AUDITORS (I) STATUTORY AUDITOR M/s. J. K. Monga & Associates (Reg. FR No.005747N) Chartered Accountants, were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on Monday, 29th day of September 2014 up to the conclusion of next Annual general meeting. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report. (II) SECRETARIAL AUDITOR Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed P.K.S & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure A”. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report. 21. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure B”. 22. brVENTION 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 br-clearance for dealing in the Company’s 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. 23. brVENTION OF SEXUAL HARASSMENT AT WORKPLACE As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment. 24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND The Company has not transferred any sum during the financial year 2014-15 to the investor education and protection fund established by the central government, in Compliance with Section 124(5) of the Companies Act 2013. 25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO. The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. (a) Total Foreign Exchange earned Rs. nil (brvious year Rs. Nil) (b) Total Foreign Currency Rs. Nil 26. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance. 27. ACKNOWLEDGEMENT The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all associated with the company for the co-operation. The directors also place on record the efforts made by the employees, workers and all other associated with the company for making their organization successful. For ROTOGRAPHICS (INDIA) LIMITED By the order of the Board Pratap Burman (Director) Chanchala Burman (Director) Date : 05/09/2015 Registered Office: E-49/303, DAZALL HOUSE, JAWAHAR PARK, LAXMI NAGAR, DELHI -110092 CIN: L74899DL1976PLC008036 Phone: 011-42334176 Email ID: info@rotoindia.co.in Website: www.rotoindia.co.in |