BOARD'S REPORT TO, THE MEMBERS OF, ROLCON ENGINEERING CO. LTD. Your Directors takes pleasure in presenting the 48th Annual report together with the Audited Financial Statements and Auditors' Report for the financial year ended 31st March, 2015. DIVIDEND Your directors are pleased to recommended a dividend of Rs. 1.50 per share, aggregating to (15%) for the current year. The dividend payout, if approved, will result in outflow of Rs. 13.61 Lacs inclusive of Rs. 2.27 Lacs for dividend tax. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS Details of the Loan, Guarantees and investments covered under provision of section 186 of the company Act, 2013: 15 Equity Shares of The Charotar Gas Sahkari mandali Ltd to Rs. 7500/- VIGIL MECHANISM / WHISTLE BLOWER POLICY As per the Section 177(9) of the Company Act, 2013 and Clause 49 of the Listing Agreement and other applicable provisions, the Company has a Vigil mechanism / whistle blower Policy to deal with instance of fraud and mismanagement, if any. Further, a dedicated helpline has been set up by the company in Line management. The helpline can be contacted to report any suspected or confirmed incident of fraud/misconduct. Details of the Policy are available on the company's website. DIRECTORS In the AGM held on July 17, 2014 for the financial year ended March 2013-14, Member has appointed Shri Anil D. Gandhi, Director as Independent Director of the company by the changing the terms and condition of his appointment and removal. In the Extraordinary General Meeting held on September 4, 2014, the member of the company appointed the existing Independent Directors viz. Shri Ashok Parikh, Shri K K Seksaria, Shri Knut Bovenkamp, Dr. Satish Parekh and Shri M H Joshi as Independent Directors under the Act each for a term of five years with the effect from September 4, 2014 under the Company Act, 2013. All independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149 (6) of Company Act, 2013 and clause 49 of Listing Agreement. The Member of the Company had at the aforesaid EGM also approved the re-designated of Shri Suresh Amin as Chairman & Whole Time Director form Managing Director and Shri Ashish Amin as Managing Director from Jt. Managing Director without any variation in the terms and conditions like remuneration, balance tenure and others relating to his appointment as approved by the shareholders at their Annual General Meeting held on 19th July, 2012. 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 detailed remuneration policy is available on the company's website. BOARD OF DIRECTORS & AUDIT COMMITTEE MEETING The Details of the meetings are given in Annexure- A DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in the terms of the section 134(3)(c) of the Company Act, 2013: 1. That in the preparation of the Annual financial statements for the year ended March 31, 2015, the applicable Accounting standards have been followed along with proper explanation relating to material departures, if any; 2. That such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the Company for the year ended on that date; 3. That Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 and for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities; 4. That the Annual Accounts have been prepared on a going concern basis; 5. That the proper internal financial controls were in place and that the financial control were adequate and were operating effectively; 6. That the systems to ensure compliance with the provision of all applicable laws were in place and were adequate and operating effective. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on at arm's length basis and were in the ordinary course of business. All related party transactions were placed before the Audit Committee as also the Board for approval. Prior approval of the board and Audit Committee were obtained on a quarterly basis for the transactions which were of a foreseen and repetitive nature if any. The details are given in Annexure -B AUDITORS Thacker Butala Desai, Chartered Accountants, Navsari statutory auditor of the company, appointed on 47th AGM and will retires on the conclusion of the 50th Annual General Meeting i.e. for a period of three (03) consecutive years (Subject to ratification by the Member at every AGM during the term of their appointment). They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the rules framed there under. Your directors have recommended ratification of their appointment. COST AUDITORS Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, the cost Audit records maintained by the Company. Your Directors had, on the recommendation of Audit committee, appointed M/s Maulin Shah & Associates, Cost and Works Accountant, Ahmedabad, to Audit the Cost Accounts of the company for the financial year 2015-16 on remuneration of Rs. 37,000/-(Rupees Thirty Seven Thousand Only) plus Service Tax if any plus Out of Pocket Expense to carry on the Cost Audit. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members in a general Meeting for their ratification. Accordingly, a resolution seeking member's ratification for the remuneration payable to M/s Maulin Shah & Associates, cost Auditors is included at item No. 5 of the notice convening the Annual General Meeting. SECRETARIAL AUDIT Pursuant to provision 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. D G Bhimani and Associates, Anand a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit of the Company is given herewith as Annexure - C As, mentioned in the attached report by the Secretarial Auditor regarding adverse remark, there are only few Shareholders whose dividend is remain unclaimed and unpaid. Company will take immediate action to comply the same. Further, the Company is in process of developing new website and will be ready within short time. CORPORATE GOVERNANCE Provision of Clause 49 of the Listing Agreement in Connection with Corporate Governance are not applicable to the Company vide SEBI circular dated September 15, 2014, since the paid-up capital of the Company is less than Rs. 10 Crores and Net Worth of the Company is below Rs. 25 Crores. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGH EXCHANGE EARNING AND OUTGO The information on Conservation of energy, technology absorption and foreign exchange earning and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-D FIXED DEPOSIT Your Company has not accepted any fixed deposits during the year. DETAILS OF ORDER PASSED BY THE REGULATORS There were no significant and material orders passed by the regulators or courts or Tribunals Impacting the Going Concern Status and Company's Operation in the future. EXTRACT OF ANNUAL RETURN The details forming the part of the extract of the Annual Return in the Form MGT-9 is attached herewith as Annexure -E PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the company, will be provided upon request. In terms of the Section 136 of the Companies Act, 2013 the Reports and Accounts are being sent to the Members and other entitled thereto, excluding the information on employees' particular which is available for inspection by the members at registered office of the Company during business hours on working days of the Company up to the date of the ending Annul General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Compliance officer of the Company. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013. The Company has safe and healthy work environment that enables its employees to work without fear, prejudices, gender bias and Sexual harassment and also set up guideline in line with the requirement of The Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Company has not received any complaints during the financial year. ACKNOWLEDGEMENT Your Directors place on record their sincere appreciation for overwhelming co-operation and assistance received from investors, customers, business associates, bankers, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, cooperation, support and smart work, have enabled the Company to achieve growth. By Order of the Board of Directors S. H. AMIN CHAIRMAN & WTD (DIN: 00525235) Place: Vitthal Udyognagar Date: May 8, 2015 |