DIRECTORS' REPORT To The Members, ROLLATAINERS LIMITED Your Directors are pleased to present the 44th Annual Report on the business and operations of your Company along with the Standalone and consolidated financial statements for the financial year ended 30th June, 2015. PERFORMANCE REVIEW During the year under review, the total income of the Company stood at Rs.17139 lacs as compared to Rs. 36296 lacs during the corresponding previous year ended on 30th June, 2014.EBITDA for the year stood at Rs. 1,194 lacs as compared to Rs. 949 lacs for the year ended 30th June, 2014. Profit for the year ended 30th June, 2015 was Rs. 1871 lacs as against Rs. 2466 lacs for the year ended 30th June, 2014. DIVIDEND The Board of Directors has not recommended any dividend for the financial year ended 30.06.2015. SUBDIVISION OF EQUITY SHARES Pursuant to a Special Resolution passed by the shareholders of the Company by way of Postal Ballot ,each equity share of the Face Value of Rs. 10 each has been sub divided into 5 equity shares of Rs. 2 each effective from June 6,2015 and Capital Clause of the Memorandum of Association has been accordingly altered. Shareholders having equity shares in electronic form received direct credit of the sub-divided shares of Rs.2 each of the Company to their depository account and the shareholders holding shares in physical form were issued new share certificates of Rs.2 each in place of the old share certificates. Post aforesaid sub division, the equity shares of the Face Value of Rs. 2/- each were allotted a new ISIN i.e. INE927A01032. Presently, the altered authorized share capital of the Company is Rs. 6,50,000,000 divided into 2,35,000,000 equity shares of Rs 2/- each and 18,00,000 Redeemable Preference Shares of Rs. 100/- each and the Issued, Subscribed and Paid up share capital of the Company is Rs. 3,64,130,000 divided into 1,25,065,000 Equity Shares of Rs. 2/ - each,1,40,000 ,10 % Non- Convertible Redeemable Preference Shares of Rs. 100/- each and 10,00,000, 2% Redeemable , Non Cumulative, Non Convertible Preference Shares of Rs.100/- each. ACQUISITION AND CONSOLIDATION OF FOOD BUSINESS The Company has a longstanding presence in the consumer packaging industry, particularly as a Supplier to the Fast Moving Consumer goods (FMCG) sector. During the year under review, the Company through its Wholly Owned Subsidiary "Carnation Hospitality Private Limited" ("Carnation") entered into various segments of food business which are as follows: • Rollatainers and International Market Management Limited's 50:50 Joint Venture Company Sierra Nevada Restaurants Private Limited entered into a long term Franchise Agreement for setting up the Wendy's Restaurant Franchise in India. Wendy is the third largest Burger Chain in the World. • Carnation and International Market Management Limited's 50:50 Joint Venture Company Dolomite Resaurants Private Limited entered into a long term Development Agreement with Jamie's Italian International Limited to operate Jamie's restaurants across India. Jamies is an Italian dinning chain by celebrity chef Jamie Oliver. • Carnation acquired Lavazza's Wholly Owned Subsidiary Barista Coffee Company Limited which operates the second largest coffee chain in India with a presence in UAE, Sri Lanka, Nepal, Bangladesh & Myanmar. • Carnation also acquired the Kylin Restaurant chain and the Mapple Food Business. Kylin operates World Class casual dining chain for over 10 years. Mapple's all day multi-cuisine restaurant operates across the Mapple Hotels including banqueting services. The Company's entry into the food business is a natural extension into the attractive consumer food segment and also leverages its existing expansion of working with International Brands. All the stakeholders of the Company are expected to benefit from the value created by successfully participating in the restaurant and food services sector. CONSOLIDATED FINANCIAL STATEMENT 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. STATE OF COMPANY'S AFFAIRS The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of the Annual Report. CORPORATE GOVERNANCE Your Company has taken adequate steps to ensure compliance with Clause 49 of the Listing Agreement executed with BSE Limited. The report on Management Discussion and Analysis, the Report on Corporate Governance 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 Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that: a) in the preparation of the annual accounts for the year ended 30th June, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th June, 2015 and of the profit 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; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and 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 AND JOINT VENTURES 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 and Joint Ventures 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.(Annexure-I) 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. Further, audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL Pursuant to the recommendation of the Nomination and Remuneration Committee, Mr. Ajay Kumar was appointed as the Chief Financial Officer of the Company effective from August 28,2014 in accordance with the provisions of Section 203 of the Companies Act, 2013. Mr. Brajinder Mohan Singh was co-opted on the Board as an Additional Director effective from March 31, 2015. Further, the Shareholders of the Company by an Ordinary Resolution passed through Postal Ballot, the results of which were announced on May 22, 2015, approved the appointment of Mr. Brajinder Mohan Singh as an Independent Director for a term of 5 years effective from March 31, 2015. During the year under review, Mr. Sanjay Tiku and Mr. Vinod Kumar Uppal, Directors of the Company, stepped down from the Board on 1st June, 2015. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by them to the Board and the Company during their tenure as Directors. Mr. Aditya Malhotra, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment. A Brief Resume of Mr. Aditya Malhotra as required under Clause 49 of the Listing Agreement and Companies Act 2013, forms part of the notice convening Annual General Meeting. FAMILIARIZATION PROGRAMME 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 they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. BOARD MEETINGS HELD DURING THE YEAR Ten (10) meetings of the board were held during the year, 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 Listing Agreement. BOARD EVALUATION 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. STATUTORY AUDITORS AND AUDITORS REPORT M/s Manoj Mohan & Associates, Chartered Accountants, (Firm Regd. No: 009195C) were appointed Statutory Auditors of the Company to hold office up to the conclusion of 46th Annual General Meeting of the Company subject to the ratification of their appointment at every Annual General Meeting. M/s Manoj Mohan & Associates ,Chartered Accountants have confirmed their eligibility and willingness to accept office, if their appointment is ratified at the ensuing Annual General Meeting. The proposal for the ratification of their appointment is included in the notice for Annual General Meeting sent herewith. The Company has received a consent letter from the statutory auditors for their appointment, and a certificate from them that their appointment, if ratified, shall be in accordance with the conditions as prescribed under the Companies Act, 2013 and that they are not disqualified for appointment. The Auditor's Report does not contain any qualifications, reservations or adverse remarks. The Report is attached hereto and is self-explanatory requiring no further elucidation. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S S. Khurana & Associates, Company Secretaries, New Delhi to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended 30th June, 2015 is annexed as Annexure II to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their 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 are attached as Annexure III to this Report. EXTRACT OF ANNUAL RETURN As provided under Section 92(3) of the Companies Act, 2013, the extract of the annual return is provided in Annexure IV in the prescribed Form MGT-9, which forms part of this report. 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 V to this Report. COMMITTEES OF THE BOARD The Company's Board has the following Committees: 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee 4. 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 Director(s)/ Key managerial personnel and their remuneration. CORPORATE SOCIAL RESPONSIBILITY A brief outline of the Corporate Social Responsibility Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure VI 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 of Mr.Sanjiv Bhasin, Independent Director as the Chairman, Mr. Pyush Gupta and Mr. Vivek Kumar Agarwal, Independent Directors as the Members. The Board of Directors have accepted all the recommendation 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 year 2014-15, 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 attached as Annexure - VII to this 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 year 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 Company's 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 30th June 2015, 1,24,275,135 Equity Shares representing 99.37 % 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 INE927A01032 LISTING AT SOCK EXCHANGE The Equity Shares of Company are listed on BSE Limited and are actively traded. The Company has paid the annual listing fee to the concerned Stock Exchange for the year 2015-16. During the Year under review, the Company has applied for listing of its equity shares at National Stock Exchange of India Limited (NSE), which is in process. 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 year 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 Sd/- (Aarti Jain) DIN: 00143244 Chairperson Place : Dharuhera Haryana Date : 27st August, 2015 |