To The Members of, Rollatainers Limited
Your Board of Directors are pleased to present the 55th Annual Report
of the Company for the Financial Year ended 31st March, 2026.
1. FINANCIAL RESULTS
The standalone and consolidated financial statements for the financial
year ended March 31, 2026, forming part of this Annual Report, have been prepared in
accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of
Corporate Affairs.
Key highlights of financial performance of your Company for the
financial year 2025-26 are provided below:
(Rupees in Lakhs)
| PARTICULARS |
(Standalone) FY ended 31.03.2026 |
(Standalone) FY ended 31.03.2025 |
(Consolidated) FY ended 31.03.2026 |
(Consolidated) FY ended 31.02.2025 |
| Revenue from Operations |
– |
20.00 |
– |
– |
| Other Income |
2.39 |
7.14 |
0.39 |
7.14 |
| Total Revenue |
2.39 |
27.14 |
0.39 |
7.14 |
| Total Expenses |
76.55 |
101.11 |
76.55 |
101.11 |
| Profit/(Loss) before Tax and Exceptional
Items |
(74.16) |
(73.98) |
(76.16) |
(93.98) |
| Exceptional Items |
– |
– |
1,770.88 |
– |
| Profit/(Loss) before Tax |
(74.16) |
(73.98) |
1,694.72 |
(93.98) |
| Tax Expenses |
– |
– |
– |
– |
| Share of Profit/(Loss) of Associates and
Joint Venture |
– |
– |
– |
– |
| Net profit/(Loss) for the year |
(74.16) |
(73.98) |
1,694.72 |
(93.98) |
| (Loss)/profit from discontinued operations |
– |
– |
(37.91) |
(72.99) |
| Other comprehensive (loss)/income for the
year |
– |
– |
– |
210.59 |
| Total comprehensive income for the year |
(74.16) |
(73.98) |
1,656.81 |
43.84 |
| Less: Minority Interest |
– |
– |
3.79 |
(11.79) |
| Total comprehensive income for the year |
(74.16) |
(73.98) |
1,660.60 |
32.05 |
| EPS |
(0.03) |
(0.03) |
0.68 |
(0.04) |
2. FINANCIAL PERFORMANCE
Standalone
During the period under review, based on Standalone financial
statements, the Company earned Total revenue for the year ended 31.03.2026 of Rs. 2.39
Lakhs as compared to Rs. 27.14 Lakhs for the previous year ended 31.03.2025. Loss after
Tax for the year ended 31.03.2026 stood at Rs. 74.16 Lakhs as compared to Loss after Tax
of Rs. 73.98 Lakhs in the previous year ended 31.03.2025.
Consolidated
During the period under review, based on Consolidated Financial
Results, the Company earned Total Revenue for the year ended 31.03.2026 of Rs. 76.55 Lakhs
as compared to Rs. 101.11 Lakhs for the previous year ended 31.03.2025.
The Consolidated Net Profit after Tax for the year ended 31.03.2026
stood at Rs. 1,660.66 Lakhs as compared to Net Profit after Tax of Rs. 32.05 Lakhs for the
previous year ended 31.03.2025.
CONSOLIDATED FINANCIAL STATEMENT
In pursuance of the provision of Section 129 (3) of Companies Act,
2013, a company has one or more subsidiaries or associate companies, it shall, in addition
to standalone financial statements, prepares a consolidated financial statement of the
company and of all the subsidiaries and associate companies in the same form and manner as
that of its own and in accordance with applicable accounting standards, which shall also
be laid before the annual general meeting of the company along with the laying of its
financial statement. Your Company has Subsidiaries and associate company (Joint Venture)
and consolidation of the same is mandatory as per the Companies (Amendment) Act, 2017.
The directors also present the audited consolidated financial
statements incorporating the duly audited financial statements as prepared in compliance
with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing
Regulations, 2015 as prescribed by SEBI is provided in the Annual Report. 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.
3. OPERATIONS REVIEW AND STATE OF COMPANY'S AFFAIRS
The Company's business activities primarily includes leasing and
related activities.
The shares of the company are listed on BSE Limited and National Stock
Exchange of India Limited.
The State of affairs of the Company is detailed in the "Management
Discussion & Analysis Report" forming part of this Annual Report.
4. DIVIDEND
During the period under review, your Directors does not recommend any
dividend on the equity shares for the year ended March 31, 2026 as the Company requires
ploughing back of the profits to the working capital of the Company and expects better
results in the coming years.
5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 124(6) of the Companies Act, 2013 read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 as amended from time to time, all the shares in respect to which dividend has
remained unclaimed/unpaid for a period of Seven Consecutive year or more are required to
transfer in the name of IEPF, but the company is not required to transfer the said amount
to the IEPF established by the Central Government as the company has not declared any
dividend in any financial year.
6. TRANSFER TO RESERVES
Your Company has not transferred any amount under the head Reserve in
the Financial Statements for the Financial Year ended March 31, 2026. Whereas, the company
has incurred losses during the period and has transfer the amount under the head Retained
Earnings in Other Equity to the Financial Statements for the Financial Year ended March
31, 2026 as prepared according to Indian Accounting Standards (Ind AS).
7. CAPITAL STRUCTURE OF THE COMPANY
The Share Capital Structure of the Company is categorized into two
classes:–
| S.No Particulars |
Equity Share Capital |
Preference Share Capital |
| 1. Authorised Share Capital |
47,00,00,000 |
18,00,00,000 |
| 2. Paid Up Share Capital |
25,01,30,000 |
11,40,00,000 |
| 3. Value per Share |
1 |
1 |
During the period under review, there was no public issue, rights
issue, bonus issue or preferential issue, etc. during the year. The Company has not issued
shares with differential voting rights, sweat equity shares, nor has it granted any stock
options.
8. 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 31st March 2026, 24,88,48.650 Equity Shares representing 99.49 %
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 INE927A01040.
9. 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 for the
quarter ended 30th June, 2025, 30th September, 2025, 31st December, 2025 and 31st March,
2026 by a Company Secretary in 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 above mentioned Reconciliation of Share Capital Audit Report was
duly submitted to the BSE Limited and National Stock Exchange of India Limited where the
Equity Shares of the Company are listed.
10. CHANGE OF REGISTERED OFFICE
During the financial year under review, there was no change in the
Address of Registered Office of the Company.
11. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year and date of this report.
There has been no change in the nature of business of the Company.
12. FINANCIAL STATEMENTS OF THE COMPANY
The Financial Statements of the Company for the FY 2025-26 are prepared
in compliance with the applicable provisions of the Act, Accounting Standards and as
prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the
SEBI Listing Regulation).
The Audited Financial Statements along with Auditor's Report for the FY
2025-26 into consideration have been annexed to the Annual Report and are also made
available on the website of the Company which can be accessed at www.rollatainers.in.
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
(a) During the year, the Company has disposed off its entire investment
in its subsidiary company, R T Packaging Limited on 13th November, 2025 pursuant to which
R T Packaging Limited has ceased to be a subsidiary company with effect from 13th November
2025.
2 During the year, the Company has disposed off its entire investment
in Joint Venture, Rollatainers-Toyo Machine Private Limited on 30 December 2025, pursuant
to which the Company ceased to be a Joint Venture with effect from 30th December 2025.
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/Joint Ventures/associates 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, which covers the financial position of the associate Company.
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.
14. CORPORATE GOVERNANCE
In compliance with the Regulation 34 read together with Schedule V of
the Listing Regulations, a detailed report on Corporate Governance is given as an
Annexure-VII and forms an integral part of the Annual Report. A Certificate from the
Practicing Company Secretary confirming compliance of the conditions of Corporate
Governance as stipulated under the Listing Regulations is appended to the Corporate
Governance Report. A Certificate of the Managing Director (MD) and/or Chief Financial
Officer (CFO) of the Company in terms of Regulation 17(8) of the Listing Regulations is
also annexed.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b. the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are 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 and loss 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; and
e. the Directors, have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and operating effectively;
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.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
- Change in Directors during the Financial Year ended March 31, 2026: – During the
period under the review, there has been following series of change on Board of Directors:
(a) On the recommendation of Nomination and Remuneration Committee, the
Board of Company appointed Mr. Mahir Bhadani (DIN: 10622919) as an Additional Independent
Director (Non-Executive) with effect from 29th May 2025.
(b) Mr. Mahir Bhadani resigned from the position of Non-Executive Independent Director
with effect from 18th September 2025 due to personal reasons and some unavoidable
circumstances. The Board placed on record his appreciation for their continuous support,
guidance and contribution during their tenure as an Independent Director on the Board of
the Company.
(c) On the recommendation of Nomination and Remuneration Committee, the Board of Company
appointed Mr. Shashikant Sharma (DIN: 05305817) as an Additional Independent Director
(Non-Executive) with effect from 18th September 2025.
- Mr. Sanjay Sharma resigned from the position of Non-Executive Independent Director with
effect from 17th October 2025 due to personal reasons and some unavoidable circumstances.
The Board placed on record his appreciation for their continuous support, guidance and
contribution during their tenure as an Independent Director on the Board of the Company.
(e) On the recommendation of Nomination and Remuneration Committee, the Board of Company
appointed Mr. Mahir Bhadani (DIN: 10622919) as an Additional Independent Director
(Non-Executive) with effect from 13th November 2025.
There was no material reason regarding the resignation of the
Independent Directors and the confirmation regarding the same as received from the
Independent Directors was already submitted at www.bseindia.com and www.nseindia.com.
Further, there has been no change in the directorship of the company.
After the closure of Financial Year (2025-26) till the date of this
report, there has been following change on Board of Directors:
(a) Mr. Amit Sharma resigned from the position of Managing Director as
well as Director with effect from 30th June 2026 due to other professional committees. The
Board placed on record his appreciation for his continuous support, guidance and
contribution during their tenure as Managing Director on the Board of the Company.
(b) Mr. Shashikant Sharma resigned from the position of Non-Executive Independent Director
with effect from 31st July 2026 due to personal reasons and some unavoidable
circumstances. The Board placed on record his appreciation for their continuous support,
guidance and contribution during their tenure as an Independent Director on the Board of
the Company.
(c) On the recommendation of Nomination and Remuneration Committee, the Board of Company
appointed Mr. Vipul Gupta (DIN: 09064133) as an Additional Independent Director
(Non-Executive) with effect from 05th August 2026.
(d) On the recommendation of Nomination and Remuneration Committee, the Board of Company
appointed Mr. Sunil Kumar Sharma (DIN: 05305281) as an Additional Director (Executive) as
well as Managing Director of the Company with effect from 05th August 2026.
- Women Director: In terms of the provisions of Section 149 of the Companies Act, 2013 and
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Ms. Rajiv Kapur Kanika Kapur has been appointed as Independent Woman Director on the Board
of the Company.
- Retire by Rotation on the Board of Directors of the Company: – In accordance with
the provisions of Section 152 the Companies Act, 2013 and the Articles of Association of
the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014,
Mrs. Aarti Jain (DIN: 00143244) retires by rotation at the ensuing Annual General Meeting
and being eligible, offers herself for re-appointment. The details as required under
Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015
regarding Mrs. Aarti Jain (DIN: 00143244) are provided in the Notice of the 55th Annual
General Meeting. The Board recommends her re-appointment.
- Key Managerial Personnel: Pursuant to the provisions of Section 203 of the Companies
Act, 2013 and the rules made there under, there has been following change in the Key
Managerial Personnel: (a) Mr. Manbar Singh Rawat has resigned from the position of Chief
Financial Officer of the Company with effect from closing hours of 31st March 2026.
Further, there has been no change in the Key Managerial Personnel of
the Company.
After the closure of Financial Year (2025-26), there has been following
change in Key Managerial Personnel:
(A) Mr. Anshul Jolly was appointed as Chief Financial Officer of the
Company with effect from 28th May 2026.
A brief resume of the Director proposed to be appointed/ re-appointed,
highlighting their industry expertise in specific functional areas, names of Companies in
which they hold directorships is provided in the notice forms part of the notice forming
part of Annual Report.
As on 31.03.2026, Composition of Board and KMPs is as under:
| Name |
Designation |
| Mrs. Aarti Jain |
Non-Executive Non-Independent Director
(Chairperson) |
| Mr. Amit Sharma (resigned with effect from
30th June 2026) |
Managing Director |
| Mr. Shashikant Sharma (resigned with effect
from 31st July 2026) |
Non-Executive Independent Director |
| Ms. Rajiv Kapur Kanika Kapur |
Non-Executive Independent Director |
| Mr. Sri Kant |
Non-Executive Independent Director |
| Mr. Mahir Bhadani |
Non-Executive Independent Director |
| Mr. Manbar Singh Rawat |
Chief Financial Officer (CFO) |
| Ms. Aditi Jain |
Company Secretary (CS) |
Further stated that, there has been no other change in the directors
and Key Managerial Personnel of the Company except as stated above. None of the Directors
are disqualified as on 31st March, 2026 from being appointed as director in pursuance of
Section 164 of the Companies Act, 2013.
19. FAMILIARIZATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies
Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI
(Listing Obligations and Disclosure Requirements), Requirements, 2015, yours Company had
adopted a familiarization programme for independent directors to familiarise them with the
Company, their role, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model, management structure, industry overview,
internal control system and processes, risk management framework, functioning of various
divisions, HR Management, CSR activities etc.
Your company aims to provide their Independent Directors insight into
the Company enabling them to contribute effectively. The Company arranges site visit for
the Directors, giving them insight of various projects and Directors are also informed of
various developments relating to the industry on regular basis and are provided with
specific regulatory updates from time to time.
Details of the familiarization programme of the Independent Directors
are available on the website of the Company. (URL:
http://www.rollatainers.in/investors.php)
20. 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
he/she meets the criteria of independence as provided in Section 149(6) of the Companies
Act, 2013 and as prescribed by the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015.
21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors have met 09 (Nine) times during the financial
year under review, in respect of which meetings proper notices were given and proceedings
were properly recorded and 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 as prescribed under the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations
2015.
- 29th May 2025
- 01st August 2025
- 12th August 2025
- 01st September 2025
- 18th September 2025
- 13th November 2025
- 21st November 2025
- 30th December 2025
- 11th February 2026
[IMAGE: Boardroom meeting illustration]
22. BOARD EVALUATION
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, 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.
23. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company has received disclosures from all the Independent Directors
that they fulfill conditions specified under Section 149(6) of Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and are Independent of the
Management.
Based on the declarations received from the Independent Directors, the
Board of Directors has confirmed that they meet the criteria of independence as mentioned
under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and possess high integrity
expertise and experience including the proficiency required to discharge the duties and
responsibilities as Directors of the Company.
All the Independent Directors of the Company as on 31.03.2026 have
registered themselves in the data bank of Independent Directors pursuant to the provisions
of the Companies (Appointment & Qualifications of Directors) Rules, 2014. The details
of Independent Director's meeting have been included in the Corporate Governance Report
forming part of Annual Report.
As per the provisions of the Act, Independent Directors meet at least
once in a financial year without the presence of Executive Directors or Management
Personnel. Such meetings are conducted to enable the Independent Directors to discuss
matters pertaining to the Company's Affairs and put forth their views.
During the year under review, one meeting of the Independent Directors
was held on 11th February, 2026 where all the independent directors were present.
24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial control across the
organization. The same is subject to the review periodically by the internal auditor for
its effectiveness. The management has established internal control systems commensurate
with the size and complexity of the business. The internal control manual provide for a
structured approach to identify, rectify, monitor and report gaps in the internal control
systems and processes. Tomaintain 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.
25. AUDITORS
1. STATUTORY AUDITORS AND THEIR REPORT
Pursuant to provisions of Section 139 of the Companies Act, 2013 and
rules framed there under, the statutory auditors of the Company M/s Chatterjee &
Chatterjee, Practising Chartered Accountants (FRN: 001109C) was appointed as Statutory
Auditor for the period of 5 (Five) years from the conclusion of 51st Annual General
Meeting till the conclusion of 56th Annual General Meeting of the Company to be held for
Financial Year 2026-27.
The Auditor's Report for Financial Year ended March 31, 2026 does not
contain any qualifications, reservations or adverse remarks and the notes on Financial
Statements referred to in the Auditors' Report are self-explanatory. The Report is
attached hereto and is self-explanatory requiring no further elucidation or clarification.
However, for the Financial Year ended March 31, 2026, M/s Chatterjee
& Chatterjee, Chartered Accountants, had not reported any matter under section 143(12)
of the Companies Act, 2013, therefore no detail is required to be disclosed under Section
134(3) of the Act.
DETAIL OF FRAUD AS PER AUDITORS REPORT
There is no fraud in the Company during the financial statements ended
31st March, 2026, this is also being supported by the report of the auditors of the
Company as no fraud has been reported in their audit report for the financial statements
ended 31st March, 2026.
MANAGEMENT COMMENT ON AUDIT QUALIFICATION:
During the year, the Statutory Auditors have not reported any matter
under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be
disclosed under Section 134(3) (ca) of the Companies Act, 2013.
2. SECRETARIAL AUDITORS AND AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s
S. Khurana & Associates, Company Secretaries (COP: 13212) has undertaken the
Secretarial Audit of the Company for the financial year 2025-26. The Report of the
Secretarial Audit in Form MR-3 for the period ended March 31, 2026 is annexed as Annexure
II to the Report which forms an integral part of this report. There are some
qualifications, reservations or adverse remarks made by Secretarial Auditor in their
report.
MANAGEMENT COMMENT ON AUDIT QUALIFICATION:
Due to technical issues, inadvertently delay was caused in
filing/reporting under various Regulations under "SEBI (LODR) Regulations, 2015 and
Sections under Companies Act, 2013. Further, this is for kind attention" that all
compliance has been made good and all due penalty/fines have been paid as imposed by Stock
Exchange(s) or any other regulatory authority. As on now date, Company is following regime
of doing timely filing and compliance.
3. SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements), 2015, M/s AASK & Associates LLP, Peer
Reviewed Firm of Company Secretaries in Practice has undertaken the Secretarial Compliance
of the Company for the financial year 2025-26. The Report of the Secretarial Compliance
Report in prescribed format for the period ended March 31, 2026 is annexed as Annexure III
to the Report.
4. INTERNAL AUDITOR
Pursuant to the provisions of section 138 of Companies Act, 2013, read
with rules made thereunder, the Board of Directors had appointed M/s VBRG &
Associates, Practicing Chartered Accountants (FRN. 022879C) to undertake the Internal
Audit of the Company for the financial year 2025-26.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 have been provided, if any, in the
accompanying Financial Statements.
26. 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 is annexed as Annexure – IV which forms part of
this Annual Report.
In requirements of the Companies Act, 2013 and Listing Regulations,
your Company has formulated a Policy on Related Party Transactions which is available on
Company's website at www.rollatainers.in.
27. ANNUAL RETURN
The Annual Return of the Company as on March 31, 2026 is available on
the Company's website and can be accessed at www.rollatainers.in/investors.php.
28. 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 for the financial year 2025-26 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 which forms an integral part to this
Report.
29. DISCLOSURE REQUIREMENTS
Details of the Familiarization Programme of the independent directors
are available on the website of the Company
(URL:http://www.rollatainers.in/investors.php). Policy on dealing related party
transactions is available on the website of the Company (URL:
http://www.rollatainers.in/investors.php).
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the Company to report genuine
concerns. The provisions of this policy are in line with the provisions of the Section
177(9) of the Act and the Listing Agreements with stock exchanges and as per SEBI LODR
Regulations, 2015 (URL: http://www.rollatainers.in/investors.php)
30. COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders' Relationship 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.
31. 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 a Director(s)/Key
Managerial Personnel and their remuneration. The nomination and remuneration policy is
available on the website of the Company http://www.rollatainers.in.
32. CORPORATE SOCIAL RESPONSIBILITY
As the Company is not having net worth of rupees five hundred Crores or
more, or turnover of rupees one thousand crores or more or a net profit of rupees five
crores or more during any financial year, the Company is not required to comply with the
provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of
the CSR Committee and undertaking of Social Expenditure as required under the said
Section.
33. AUDIT COMMITTEE
The Board has constituted an Audit Committee in terms of Listing
Regulations and Section 177 of Companies Act, 2013, which comprises Mr. Sri Kant,
Chairperson (Independent Director), Ms. Rajiv Kapur Kanika Kapur (Non-Executive Non
Independent Director) and Mr. Amit Sharma(Executive Director) as the Members as on March
31, 2026.
The Board of Directors have accepted all the recommendations of the
Audit Committee, if any.
26. 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 is annexed as Annexure - IV which forms part of this
Annual Report. In requirements of the Companies Act, 2013 and Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is available on
Company's website at www.rollatainers.in.
27. ANNUAL RETURN
The Annual Return of the Company as on March 31, 2026 is available on
the Company's website and can be accessed at www.rollatainers.in/investors.php.
28. 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 for the financial year 2025-26 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 which forms an integral part to this
Report.
29. DISCLOSURE REQUIREMENTS
Details of the Familiarization Programme of the independent directors
are available on the website of the Company (URL:
http://www.rollatainers.in/investors.php). Policy on dealing related party transactions is
available on the website of the Company (URL: http://www.rollatainers.in/investors.php).
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the Company to report genuine
concerns. The provisions of this policy are in line with the provisions of the Section
177(9) of the Act and the Listing Agreements with stock exchanges and as per SEBI LODR
Regulations, 2015 (URL: http://www.rollatainers.in/investors.php)
30. COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders' Relationship 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.
31. 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 a Director(s)/Key
Managerial Personnel and their remuneration. The nomination and remuneration policy is
available on the website of the Company http://www.rollatainers.in.
32. CORPORATE SOCIAL RESPONSIBILITY
As the Company is not having net worth of rupees five hundred Crores or
more, or turnover of rupees one thousand crores or more or a net profit of rupees five
crores or more during any financial year, the Company is not required to comply with the
provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of
the CSR Committee and undertaking of Social Expenditure as required under the said
Section.
33. AUDIT COMMITTEE
The Board has constituted an Audit Committee in terms of Listing
Regulations and Section 177 of Companies Act, 2013, which comprises Mr. Sri Kant,
Chairperson (Independent Director), Ms. Rajiv Kapur Kanika Kapur (Non-Executive Non
Independent Director) and Mr. Amit Sharma (Executive Director) as the Members as on March
31, 2026.
The Board of Directors have accepted all the recommendations of the
Audit Committee, if any.
34. VIGIL MECHANISM
The Company has in place a vigil mechanism in the form of Whistle
Blower Policy for Directors and Employees in Compliance with Section 177(9) of the Act and
Regulation 22 of the SEBI Regulations to report genuine concerns regarding unethical
behavior and mismanagement, if any. 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 confidentiality of those reporting violations
is maintained and they are not subjected to any discriminatory practice. The said Whistle
Blower Policy has been disseminated on the Company's website at www.rollatainers.in.
35. 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 - VI to this Report.
The Particulars of employees as required in terms of the provisions of
Section 197 read with Rules 5 (2) & (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) rules, 2014 are also included in Annexure - VI to this Report.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India with respect to Board
Meeting & General Meeting.
37. 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.
38. COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of Companies Act, 2013, the
Company has complied with applicable provisions of secretarial standards issued by
Institutes of Company Secretaries of India (ICSI) and notified by Ministry of Corporate
Affairs (MCA).
39. 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.
Pursuant to the said Act, the details regarding the number of
complaints received, disposed and pending during the financial year 2025-26, pertaining to
incidents under the above framework/law are as follows:
| Particulars |
Number |
| Number of complaints of sexual harassment
received in the year |
Nil |
| Number of complaints disposed off during the
year |
Nil |
| Number of cases pending for more than ninety
days |
Nil |
40. STATEMENT CONCERNING ABOUT COMPLIANCE OF PROVISION RELATING TO THE
MATERNITY BENEFIT ACT 1961
Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the
Company affirms that it is in compliance with the provisions of the Maternity Benefit Act,
1961. The Company remains committed to providing a safe, supportive, and inclusive work
environment for women employees, in line with the applicable statutory requirements.
41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE 2016
During the period under review, there were no applications made or
proceedings pending in the name of the Company under IBC, 2016.
42. PUBLIC DEPOSITS
During the period under review, the Company has not accepted any
deposits from public, members or employees under the Companies Act, 2013 and as such, no
amount of principal or interest on public deposits was outstanding as on the date of
balance sheet.
43. CREDIT RATING
The Company has not taken any rating during financial year 2025-26.
44. 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.
45. LISTING AT STOCK EXCHANGE
The Equity Shares of Company are listed on BSE Limited and the National
Stock Exchange of India Limited and are actively traded. The Company has already paid the
Annual Listing Fee to the concerned Stock Exchanges for the year 2025-26 and 2026-27.
46. HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS
During the period 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.
Industrial relation continued to remain cordial at all level of the employee during the
year.
47. DIVIDEND DISTRIBUTION POLICY
The Board of Directors of your Company had approved the Dividend
Distribution Policy in accordance with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). The objective of this policy is to establish the parameters to be
considered by the Board of Directors of your Company before declaring or recommending
dividend. The Policy is available at the official website of the Company i.e.
www.rollatiners.in.
48. INVESTOR RELATIONS
Your Company always endeavors 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.
49. ACKNOWLEDGEMENT & APPRECIATION
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 Rollatiners Limited |
| Sd/- Aarti Jain (Chairperson) DIN: 00143244 |
|