Rolcon Engineering Company Ltd
Directors Reports
Your Directors takes pleasure in presenting the 56th
Annual Report together with the Audited
Financial Statements (consolidated & standalone) and Auditors' Report for the
financial year ended
March 31, 2023. The financial highlights for the year under review are given below:
(Amt. in Lakh except EPS)
Particulars |
Standalone |
Consolidated |
|
F. Y. 2022-23 |
F. Y. 2021-22 |
F. Y. 2022-23 |
F. Y. 2021-22 |
Revenue |
4794.93 |
4189.80 |
4754.90 |
4189.80 |
Other Income |
70.78 |
64.20 |
70.78 |
64.20 |
Total Income |
4825.68 |
4254.00 |
4825.68 |
4254.00 |
Expenses |
|
|
|
|
Operating Expenditure |
4238.04 |
3765.71 |
4238.04 |
3765.71 |
Depreciation and amortisation Expenses |
114.39 |
75.27 |
114.39 |
75.27 |
Total Expenses |
4352.43 |
3840.58 |
4352.43 |
3840.58 |
Profit Before Finance Cost and Tax |
513.28 |
413.42 |
473.25 |
413.42 |
Finance Cost |
7.76 |
11.69 |
7.76 |
11.69 |
Share of Profit/Loss of Associates |
0 |
0 |
0.92 |
-2.93 |
Profit Before Tax (PBT) |
465.49 |
401.73 |
466.41 |
398.80 |
Tax Expenses |
143.53 |
109.08 |
143.53 |
109.08 |
Profit After Tax (PAT) |
321.96 |
292.65 |
322.88 |
289.72 |
Other Comprehensive income |
|
|
|
|
-Re-measurements of the defined benefit plans |
13.38 |
6.86 |
13.38 |
6.86 |
-Equity instruments through other comprehensive income |
51.70 |
9.92 |
51.70 |
9.92 |
-Fair value Changes on Investment of Associates Company |
0 |
0 |
-0.12 |
-0.11 |
-Fair Value Changes in Investment |
23.12 |
8.74 |
23.12 |
8.74 |
Profit For the year |
410.16 |
318.16 |
410.96 |
315.12 |
Attributable to: |
|
|
|
|
Shareholders of the Company |
410.16 |
318.17 |
410.96 |
315.13 |
Opening Balance of retained Earning |
749.63 |
459.58 |
746.70 |
459.58 |
Closing Balance of retained Earing |
1181.48 |
780.72 |
1179.24 |
780.72 |
Equity share capital |
75.60 |
75.60 |
75.60 |
75.60 |
Reserve |
1795.65 |
1394.89 |
1869.00 |
1467.45 |
EPS (in Rs.) |
42.59 |
38.71 |
42.71 |
38.32 |
PERFORMANCE
During the year, your Company has achieved considerable performance. Your Company's
performance in detail has been discussed in detail in the Management Discussion and
Analysis Report'. Management had no extraordinary impact and least adjustment requisite in
the financial results of F.Y. 2022-23.
There are no material changes and commitments affecting the financial position of your
Company, which have occurred between the end of the year and date of this report. Further,
there has been no change in the nature of business of the Company.
TRANSFER TO RESERVES
The Company has not transferred any amount to the Reserves for the financial year ended
March 31, 2023.
DIVIDEND
The Board of Directors of your Company has Recommended dividend @ 20% per equity share
of Rs.10/- for F.Y. 2022-23, payable to those shareholders whose names appear in the
Register of Members as on the Book Closure/Record Date.
SHARE CAPITAL
During the year under review, the Company has not altered/modified its authorized share
capital and has not issued any shares including equity shares with differential rights as
to dividend, voting or otherwise. The Company's paid-up equity share capital stood at Rs.
75.60 lakh as on March 31, 2023.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS
Detail of the loan, Guarantees and investments covered under provision of section 186
of the company Act, 2013.
Particular |
Amount (Rs. in Lakh) |
Investment in mutual fund |
166.12 |
Investment in Equity Instruments of Associates |
150.88 |
Investment in Equity Instruments |
0.08 |
Total Investment |
317.07 |
FIXED DEPOSIT
Your Company has not accepted any Deposits under Chapter V of the Act during the year
and as such, no amount of principal or Interest on Deposit from public is outstanding as
on March 31, 2023.
IEPF
During the year your company has not transferred any amount of Dividend including Share
to IEPF.
ASSOCIATE COMPANY
M/s. Sudeep Rub-Chem Private Limited is an Associate Company of the Company and
Pursuant to the Section 129(3) of the Companies Act, 2013. read with rule 5 of the
Companies (Accounts) Rules, 2014. a statement containing silent features of the Financial
Statements of the Company's Associate Company in form No. AOC1 is attached in the Annexure-A.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(2) of Securities and Exchange Board of India (LODR),
Regulation, 2015, a Management and Discussion and Analysis report is given in the Annexure-B.
DIRECTORS and KMPs
- The members at their meeting held on July 29, 2022, on recommendation of the Nomination
and Remuneration Committee, had re- appointed Shri Sureshbhai H. Amin (DIN:00494016), as a
Chairman & WTD, and Shri Ashishbhai S. Amin (DIN: 01130354), as Managing Director For
the farther peroid of 5 years.
- The members at their meeting held on July 29, 2022, on recommendation of the Nomination
and Remuneration Committee, had appointed Mr. Wolfgang Fuchs (DIN:07317102) and Shri Kiran
M. Patel (DIN: 00084171), as independent Directors of the company for the second term of
the 5 years.
- Shri Ashokbhai K. Parikh, Independent Director, ceased from the said post w.e.f. July
29, 2022 due to end of his tenure of two terms as per the provision of the Companies Act,
2013.
- All the Independent Directors have given Declarations that they meet the criteria of
Independence as laid down under section 149(6) of the Companies Act, 2013.
- The Board of the Company is duly constituted and none of the Directors of your company
is disqualified as per section 164(2) of the Companies Act, 2013. Your Directors have made
necessary disclosures, as required under various provisions of Companies Act, 2013 and
SEBI (LODR) Regulation, 2015.
BOARD EVALUATION
In Compliance with the provisions of the Companies Act, 2013, and Regulation 25(4)(a)
of the SEBI Regulation, Annual Performance evaluation of the Board and its Directors was
carried out on based of selected parameters. All the Board Members have evaluated the
Performance of Board as whole,
Individual Performance of each Board member and the Chairman, Managing Director and
Board Committees of the Company, considering the views of executive directors and
non-executive directors. In a separate meeting of the independent directors, performance
of the independent and the non- independent directors was evaluated.
There are no such material observations which are carried by the Directors on
evaluation of the Board. Further, in the view of previous year's observation company has
taken steps as suggested by the Directors.
MEETINGS OF BOARD AND COMMITTEES
The Board met 4 (Four) times during the year, and the intervening gap between the
meetings was within the period prescribed under the Act and the SEBI Listing Regulations
and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI. The Details
of the meetings of Board of Directors, Audit Committee and Nomination & Remuneration
Committee held for the F.Y. 2022-23 are given in Annexure-C.
- AUDIT COMMITTEE
The Audit Committee helps Board monitor the management's financial reporting process
and ensures that disclosures are accurate, timely and at highest level. It also oversees
the Work of internal and independent Auditors. During the year under review, all
recommendations made by the Audit Committee were accepted by the Board.
Audit Committee is formulated by the Company with the following Composition;
- Shri Kiran M. Patel:
Chairman of the Audit Committee
- Shri Ashish S. Amin:
Member of the Audit Committee
- Shri Mahesh H. Joshi:
Member of the Audit Committee
- N O M I N AT I O N & R E M U N E R AT I O N COMMITTEE AND POLICY
Our Nomination & Remuneration Committee is formulated by the Company with the
following Composition;
- Shri Kiran M. Patel:
Chairman of the N & R Committee
- Dr Arpita A. Amin:
Member of the N & R Committee
- Shri Mahesh H. Joshi:
Member of the N & R Committee
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: www.rolconengineering.com
MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Companies Act, 2013, and Regulation
25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
separate meeting of the Independent Directors was held on February 10, 2023.
The Independent Directors at the meeting, inter alia, reviewed the following:-
- Performance of Non-Independent Directors and Board as a whole.
- Performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors.
- 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.
DIRECTOR'S 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 and 134(5) of the Company Act, 2013:
- That in the preparation of the Annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
- 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, 2023 and of the profit of the
Company for the year ended on that date;
- 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;
- That the Annual Accounts have been prepared on a going concern basis;
- That the proper internal financial controls were
in place and that the financial control were adequate and were operating effectively;
- That proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards on Meetings of Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India.
RELATED PARTY TRANSACTIONS
Your Company has adopted a Related Party Transactions Policy. The Audit Committee
reviews this policy from time to time and also reviews and approves all related party
transactions, to ensure that the same are in line with the provisions of applicable law
and the Related Party Transactions Policy. The policy was amended by the Board of
Directors on March 31, 2023, to incorporate the new requirements introduced under the SEBI
Listing Regulations.
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 the related party
transactions were placed before the Audit Committee for prior approval or omnibus
approval, as case may be. Approval and consideration of the Audit Committee and board were
obtained on a quarterly basis for the transactions which were of a foreseen and repetitive
nature, if any.
Hence, No such contract or arrangement with Related Parties referred to in Section 188
(1) of the Act entered by the Company during the year which required to be disclosed in
Form AOC-2.
Further, Company has framed a policy on RPTs for the purpose of identification,
approval and monitoring of such transactions. The policy on Related Party Transactions is
hosted on the company's website: www.rolconengineering.com.
VIGIL MECHANISM/WHISTLE BLOWER POLOCY
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 o n t h e c o m p a n y
' s w e b s i t e : www.rolconengineering.com.
CODE OF CONDUCT
The Board has framed and approved code of conduct for Board of Directors and senior
management of the company in Compliance with Regulation 17(5) of SEBI (Listing Obligation
& Disclosure Requirements) Regulation, 2015. Details of the Policy are available on
the company's website: www.rolconengineering.com
RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of the Listing
Regulations, The Company has been consciously following risk management. The Company
operates in a competitive environment and is generally exposed to various risks at
different times such as technological risks, business risks, operational risks, financial
risks etc. The Company has a system based approach to business risk management backed by
strong internal control systems. A range of responsibilities from strategy to the
operations is specified. A strong independent internal audit function at the corporate
level carries out risk focused audits across all businesses enabling identification of
areas where risk managements processes may need to be improved. The Management has
reviewed the risk identified by the Audit Committee and the Board of the Company
periodically. As already mentioned the Company adopts the policy of risk diversification
by broadening its market and customer base. Risk Management policy may be accessed on the
C o m p a n y ' s w e b s i t e a t t h e l i n k : http://rolconengineering.com/#
INTERNAL FINANCIAL CONTROLS
Adequate internal financial controls are in place which ensures the reliability of
financial and operational information. The regulatory and statutory compliances are
ensured to enables the business processes and also ensures financial discipline and
fosters accountability.
INTERNAL AUDITOR
Shri Kanchanlal M. Parikh, (M.No. 008539), Chartered Accountant, who is our internal
auditors have carried out internal audit for the FY 2022-23. Their reports were reviewed
and consider by the Audit Committee.
AUDITORS
nd
At the 52 AGM held on July 16, 2019, the Members
have appointed M/s JHS & Associates-LLP, Chartered Accountants (133288W/W100099),
as Statutory Auditors of the Company to hold office for a period of
five (5) years from the conclusion of that AGM till the conclusion of the 57th AGM
(F.Y. 2023-24).
There are no qualifications, reservations or adverse remarks made by Statutory
Auditors, in their report for the F.Y. 2022-23.
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. Kiran Vaghela and Associates (C.P.No. 18617), Anand, a firm of Company
Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of
the Secretarial Auditor of the company is annexed herewith as Annexure-D.
The Secretarial Auditor's Report for the financial year 2022-23 does not contain any
qualification, reservation or adverse remark.
ANNUAL SECRETARIAL COMPLIANCE REPORT
As per BSE circular LIST/COMP/12/2019-20 dated May 14, 2019, the company is claiming
exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015, accordingly company is
not required to submit Annual Secretarial Compliance Report to stock exchange.
CORPORATE GOVERNANCE
Pursuant to the SEBI circular dated September 15, 2014 and Regulation 15(2) contained
in Chapter IV to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
dated September 2, 2015 in Connection with Corporate Governance is not applicable to the
company, since the paidup capital of the company is less than Rs. 10 Crores and Net
Worth of the company is below Rs. 25 Crores as on last day of previous financial year.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.
The information 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 of the Companies (Accounts) Rules, 2014, is annexed herewith as AnnexureE.
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.
ANNUAL RETURN
Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return of the Company
prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 (as amended), is placed on the website of the
company and is accessible at the weblink: http://rolconrngineering.com/Annual- Return.aspx
PARTICULARS OF EMPLOYEES
There is no employee whose details is required to be disclosed pursuant to Section 197
of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
D I S C L O S U R E U N D E R T H E S E X U A L 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, Further, Your Company has in place a Sexual
Harassment Prevention and Grievance Handling Policy in line with the requirement of the
provision of the Act. Company has not received any the 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, co-operation, support and smart work, have enabled
the Company to achieve growth.
For and on behalf of Board of Directors of
Rolcon Engineering Company Limited
Sd/- Suresh H. Amin Chairman & WTD DIN: 00494016
Vallabh Vidyanagar May 19, 2023.