Your Directors have pleasure in presenting the 50th Annual Report, together with the Audited
Financial Statements of the Company for the financial year ended on 31st March, 2025 in terms of the
Companies Act, 2013 and the rules & regulations made there under along with Regulation 33 and 34
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from
time to time.
1. SUMMARISED FINANCIAL HIGHLIGHTS
The Company’s financial performance for the year under review along with previous year figures are
given hereunder: -
FINANCIAL RESULTS
|
Particulars
|
Financial Year ended
March 31, 2025
|
Financial Year ended
March 31, 2024
|
|
Total Revenue
|
90.99
|
43.30
|
|
Total Expenses
|
67.41
|
50.13
|
|
Profit / (Loss) Before Taxation and Exceptional item
|
23.58
|
-6.83
|
|
Exceptional item
|
-6.80
|
-
|
|
Profit before Taxation
|
16.78
|
-6.83
|
|
Provision for Income Tax
|
-5.37
|
-
|
|
Provision for Deferred Tax
|
-0.04
|
-0.75
|
|
Profit after Taxation
|
11.37
|
-6.07
|
|
Earnings per share (in Rs.)(of Re. 10/- each)
|
|
|
|
a) Basic (in Rs.)
|
0.32
|
-0.17
|
|
b) Diluted (in Rs.)
|
0.32
|
-0.17
|
2. COMPANY’S PERFORMANCE REVIEW
For the year ended 31st March, 2025, your Company has reported total revenue and net profit after
taxation of Rs.90.99 (in Lakhs) and Rs.11.37 (in Lakhs) respectively. Last year total revenue was
Rs.43.30/- (in Lakhs) and incurred loss of Rs.-6.07/- (in Lakhs).
3. DIVIDEND
No Dividend was declared for the current financial year due to conservation of Profits by the
Company.
4. TRANSFER TO GENERAL RESERVES
The Board of Directors of the Company has not proposed to transfer any amount to General Reserve
during the year under review.
5. CHANGE IN NATURE OF BUSINESS, IF ANY
During Financial Year 2024-25, there was no change in the nature of business.
6. SHARE CAPITAL
As on 31st March, 2025, the Share Capital structure of the Company stands as under:
|
Particulars
|
No. of Shares
|
Amount (in Rs.)
|
|
Authorized Share Capital
|
|
Equity Shares of Rs. 10/- each
|
1,70,00,000
|
17,00,00,000
|
|
Total
|
1,70,00,000
|
17,00,00,000
|
|
Issued Share Capita
|
|
|
Equity Shares of Rs. 10/- each
|
38,93,300
|
3,89,33,000
|
|
Total
|
38,93,300
|
3,89,33,000
|
|
Subscribed Share Capital
|
|
Equity Shares of Rs. 10/- each
|
36,01,300
|
3,60,13,000
|
|
Total
|
36,01,300
|
3,60,13,000
|
|
Paid up Share Capital
|
|
Equity Shares of Rs. 10/- each
|
36,01,300
|
3,60,13,000
|
|
Total
|
36,01,300
|
3,60,13,000
|
Note: Company has forfeited and cancelled 2,92,000 shares amounting to Rs.14,60,000/- (2,92,000
shares @Rs. 5/- each forfeited w.e.f 04.03.2016) and reduced the number of shares from 38,93,300 to
36,01,300.
Authorized share capital of the company has been increased from Rs. 5,000,000 (Rupees Five Crore) to
Rs. 17,00,00,000 (Rupees Seventeen Crore) in the EGM held on 08-02-2025.
The Paid-up share capital of the company has been increased as preferential allotment of 95,50,000
equity shares has been allotted after the closing of the financial year in the Board Meeting dated 07th
April, 2025. The Paid-up Share capital as on date is Rs. 13,15,13,000.
7. ANNUAL RETURN
In accordance with the Section 92(3) of Companies Act, 2013, the Annual Return of the Company in
the prescribed format is available at https://www.rotoindia.co.in/Annual-Report.html
8. BOARD MEETINGS HELD DURING THE YEAR
During the year under review, the Board of Directors meet 13 (Thirteen) times and Independent
Directors meet 1 (One) time as required under the Companies Act 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing
Regulations). The maximum interval between any two meetings did not exceed 120 days. The details
of the meetings are furnished in the Corporate Governance Report in Annexure A- forming part of
this report.
9. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR
All Independent Directors have given declarations to the effect that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the
Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and
Listing Regulations.
10. NOMINATION AND REMUNERATION POLICY
OBJECTIVES OF THE POLICY:
a) To lay down criteria and terms and conditions with regard to identifying persons who are qualified
to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior
Management and Key Managerial positions and to determine their remuneration.
b) To determine remuneration based on the Company’s size and financial position and trends and
practices on remuneration prevailing in peer Companies.
c) To carry out evaluation of the performance of Directors.
d) To provide them reward linked directly to their effort, performance, dedication and achievement
relating to the Company’s operations.
e) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial
persons and create competitive advantage.
11. BOARD’S COMMITTEES
The Board of Directors of the Company constituted the following Committees:
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholders Relationship Committee
The Committees’ composition, charters and meetings held during the year and attendance there are
given in the Report on Corporate Governance as Annexure A forming part of this Annual Report.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The information related to Loans, Guarantees given and Investments made by the Company covered
under the provisions of Section 186 of the Companies Act, 2013 and Companies (Meetings of Board
and its Power) Rules, 2014 are given in the notes to the Financial Statements.
13. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL
POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE
DATE OF THIS REPORT.
No material changes and commitments affecting the financial position of the Company occurred
between the ends of the financial year to which these financial statements relate on the date of this
report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo
required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 are provided hereunder:
(A) CONSERVATION OF ENERGY:
(i) The steps taken or impact on conservation of energy: Nil
(ii) The steps taken by the company for utilizing alternate sources of energy: Nil
(iii) The capital investment on energy conservation equipment: Nil
(B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption: Nil
(ii) The benefit derived like product improvement, cost reduction, product development or import
substitution: Nil
(iii) In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year): Nil
a) The details of technology imported;
b) The year of import;
c) Whether the technology been fully absorbed;
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
e) The expenditure incurred on Research and Development: Nil
EXPENDITURE ON R& D:
|
S. No.
|
Particulars
|
2024-25
|
2023-24
|
|
A
|
Capital
|
Nil
|
Nil
|
|
B
|
Recurring
|
Nil
|
Nil
|
|
C
|
Total
|
Nil
|
Nil
|
|
D
|
Total R&D expenditure as a percentage of total
turnover
|
Nil
|
Nil
|
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
There was no foreign exchange inflow or Outflow during the year under review in accordance with
the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Rule 5 of the
Companies (Accounts) Rules, 2014.
15. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of section 135 of the Companies Act, 2013, Corporate Social Responsibility
(CSR) is not applicable to the Company during the year under review, so there are no disclosures
required under section 134 (3)(o) of the Companies Act, 2013.
16. SECRETARIAL STANDARDS
The Company has complied with the applicable provisions of Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
17. AUDIT COMMITTEE
The details pertaining to composition of the Audit Committee and terms of reference are included in
the Corporate Governance Report, which forms part of this Report.
18. RELATED PARTY TRANSACTION
All contracts/arrangement/transactions entered by the Company during the financial year with related
parties were on an arm’s length basis and were in the ordinary course of business and were placed
before the audit committee for their approval, wherever applicable.
Your Company had not entered into any transactions with related parties which could be considered
material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related
party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2
is as attached in Annexure- B, forming part of this report.
19. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the Statutory Auditors to
report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed
thereunder.
20. PARTICULARS OF EMPLOYEES
Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with
Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, will made available to the shareholders on their request.
21. CHARGES
The information required in reference to Section 82 of the Companies Act, 2013 read with Rule 8 of
the Companies (Registration of Charges) Rules, 2014, it is hereby stated that the Company has
satisfied the charge amounting to ^36,68,000/- (Rupees Thirty-Six Lakh Sixty-Eight Thousand only).
There is no demand from the concerned vendor in this regard.
22. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory, and secretarial auditors
including audit of internal financial controls over financial reporting by the Statutory Auditors and the
reviews performed by Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company’s internal financial controls were adequate
and effective during the financial year 2024-25.
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to the
Directors’ Responsibilities Statement, it is hereby confirmed that;
1. in the preparation of the annual financial statements for the year ended March 31, 2025, the
applicable Accounting Standards have been followed along with proper explanation relating
to material departures if applicable;
2. for the financial year ended March 31, 2025, such accounting policies as mentioned in the
Notes to the financial statements have been applied consistently and judgments and estimates
that are reasonable and prudent have been made so as to give a true and fair view of the state
of affairs of the Company and of the Profit and Loss of the Company for the year ended
March 31, 2025;
3. proper and sufficient care has been taken 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;
4. the annual financial statements have been prepared on a going concern basis;
5. proper internal financial controls are in place and such internal financial controls are adequate
and were operating effectively; and
6. Proper systems have been devised to ensure compliance with the provisions of all applicable
laws and are adequate and operating effectively.
23. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance, its committees
and individual Directors pursuant to the requirements of the Act and the Listing Regulations. Further,
the Independent Directors, at their exclusive meeting held during the year reviewed the performance
of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the
Listing Regulations.
Further that In terms of clause (p) of sub section (3) of Section 134 of the Companies Act, 2013 and
as per the policy framed and approved by the Board of Directors of the Company, the annual
evaluation of the Independent Directors, Board of Directors is annexed in Annexure- C that forms
part of this Board Report.
24. SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, your Company
engaged the services of M/s V Kumar & Associates, Company Secretaries, New Delhi to conduct
the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial
Audit Report in Form MR-3 is annexed in Annexure - D, forming part of this report.
During the period under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards etc. covered under the Secretarial Audit. The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark.
25. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a Whistle Blower Policy/Vigil Mechanism for Directors and Employees to report
their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code
of conduct. The mechanism provides for adequate safeguards against victimization of Director(s) and
Employee(s) who avail of the mechanism.
The Whistle Blower Policy/Vigil Mechanisms available on Company’s website at
www.rotoindia.co.in .
26. DIRECTORS / KEY MANAGERIAL PERSONNEL- APPOINTMENT, RE¬
APPOINTMENT & RESIGNATION / PROMOTER
I. APPOINTMENTS/RE-APPOINTMENTS & RESIGNATION
During the year under review, there is change in the board of Composition of the Company.
During this Financial Year, the Board appointed Mr. Sourav Kumar Jha as Chief Financial Officer
and Key managerial Personnel of the Company office with effect from 28th May, 2024 and he
resigned from the post on 07th January, 2025.
During the Financial Year, the Board appointed Ms. Sandhya Kohli as Independent Additional
Directors and Mr. Gaurav Kumar as Whole- Time Director (Executive Director) w.e.f. 16th December,
2024.
During this Financial Year, Mr. Manish Kumar Kori (DIN: 10426839) Executive And Whole Time
Director Cum CEO and Mr. Prem Nath (Non-Executive & Non Independent Director) of the
Company resigned from their office with effect from 31st December, 2024.
During this Financial Year, Mr. Pramod Kumar (DIN: 08584716) has resigned from the post of
Director on 16th July, 2024, Mr. Naresh Kansal (DIN: 08143910) (Non-Executive & Cum
Independent Director) of the Company has been appointed on 16th July, 2024 and resigned from their
office with effect from 07th January, 2025.
Mr. Ajay Bhadri has been appointed as Chief Financial Officer w.e.f. 08th January, 2025.
During the year Ms. Shristy Bansal has resigned from the post of Compliance Officer cum Company
Secretary dated 04th June, 2024 and Ms. Divya was subsequently appointed as the Compliance Officer
cum Company Secretary from 04th June, 2024.
II. RETIRE BY ROTATION
In Accordance with the provision of section 152(6) of Companies Act, 2013, Mr. Gaurav Kumar
(DIN: 01159468), will retire by rotation at the ensuing Annual General Meeting of the Company and
being eligible, offer himself for re-appointment as Director. The board recommended his re¬
appointment.
III. KEY MANAGERIAL PERSONNEL
The following persons are the Key Managerial Personnel (KMP) of the Company in compliance with
the provisions of the Companies Act, 2013:
a) Mr. Gaurav Kumar, Whole-Time Director (DIN: 01159468), w.e.f 16/12/2024
b) Mr. Ajay Bhadri, Chief Financial Officer w.e.f 08/01/2025
c) Ms. Divya, Company Secretary (A-67325) w.e.f 04.06.2024
The remuneration and other details of the KMP’S for the year ended 31st March, 2025 are mentioned
in the Extracts of the Annual Return is available on the Company’s website and can be accessed at
www.rotoindia.co.in.
27. CORPORATE GOVERNANCE
As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulations a report on
Corporate Governance are given in Annexure - A forming part of this report.
28. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations’), the Management Discussion and Analysis Report is
presented in a separate section forming part of this Annual Report as “Annexure-E”.
29. DEPOSITS
During the year under review, your Company did not accept any deposit within the meaning of the
provisions of Chapter V - Acceptance of Deposits by Companies read with the Companies
(Acceptance of Deposits) Rules, 2014.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE
COMPANY
There has been no significant and material order passed by the regulators or courts or tribunals
impacting the going concern status and Company’s operations. All orders received by the Company
during the year are of routine in nature which has no significant / material impact.
31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Management continuously reviews the internal control systems and procedures for the efficient
conduct of the Company’s business. The Company adheres to the prescribed guidelines with respect
to the transactions, financial reporting and ensures that all its assets are safeguarded and protected
against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit
Committee periodically reviews internal audit reports and effectiveness of internal control systems.
Apart from the above, the Company in consultations with the external and independent consultants
adopted a policy for development and implementation of risk management for the company including
identification of elements of risk, if any, that may threaten the existence of the Company and a
mechanism to mitigate the same.
32. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere
Irrespective of gender, caste, creed or social class of the employees.
The Internal Complaints Committees (ICC) is not constituted due to the lack of number of female
employees as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Therefore, the Company has organized an awareness programme for the
female employee in respect to spread the awareness of this Act and has informed them to file any
complaint of Sexual harassment caused at workplace to the Local Complaints Committee (LCC)
Constituted in every District as per the provision of Section 5 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.
The following is a summary of sexual harassment complaints received and disposed off during the
year.
• No. of complaints received - NIL
• No. cases has been pending - Nil
• No. of complaints disposed off - NIL
33. DETAILS OF MATERNITY BENEFIT TO BE PROVIDED BY THE COMPANY IN THE
DIRECTORS’ REPORT FOR THE YEAR 2024-2025 UNDER THE MATERNITY BENEFIT
ACT, 1961
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under the
Act, including paid maternity leave, continuity of salary and service during the leave period, and post¬
maternity support such as nursing breaks and flexible return-to-work options, as applicable.
The Company remains committed to fostering an inclusive and supportive work environment that
upholds the rights and welfare of its women employees in accordance with applicable laws.
34. PREVENTION 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 pre-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.
35. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED
SUSPENSE ACCOUNT
During the year under review, no shares were held in Demat suspense account or unclaimed suspense
account of the Company.
36. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company during the year
under review.
37. AUDITORS
(I) STATUTORY AUDITOR AND AUDITOR’S REPORT-
M/s. BAS & Co. LLP, Chartered Accountants, (having FRN 323347E/E300008) has been appointed
as Statutory Auditors of the Company to audit the accounts of the Company to hold office for 5 (five)
years, from the conclusion of 49th Annual General Meeting until the conclusion of the 54th Annual
General Meeting.
The Auditors have confirmed that they are eligible for re-appointment and have confirmed that they
are not disqualified under any provision of Section 141(3) of the Companies Act, 2013andalso their
engagement with the company is within the prescribed limits under section 141 (3)(g)of Companies
Act, 2013.
(II) INTERNAL AUDITOR-
Pursuant to provisions of section 138 of the Companies Act, 2013 the Company has appointed Mr.
Manish Gupta, Charted Accountant to undertake the Internal Audit of the Company. During the year
internal Auditor has no observation.
38. LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS
In Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report, Declaration regarding Non
applicability of Corporate Governance Report and Director’s declaration confirming compliance with
the Code of Conduct has been made part of this report.
39. DISCLOSURE ABOUT THE APPLICABILITY OF COST AUDIT SPECIFIED BY THE
CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013.
The provision of the section 148 of the Companies Act, 2013 read with Rules 14 of the Companies
(Audit & Auditors) rules, 2014 is not applicable to the company.
40. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and company’s operations in future.
4. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the year along with status at the end of the financial year: NA
5. Details of difference between the amount of valuation done at the time of one time settlement and
valuation done while taking loan from the Banks or Financial Institutions along with reasons
thereof: NA
41. GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the
Notice of 50th Annual General Meeting of the Company including the Annual Report for FY 2024-25
are being sent to all Members whose e-mail addresses are registered with the Company /Depository
Participant(s).
42. EVENT OCCURRED AFTER BALANCE SHEET DATE
No major events have occurred after the date of balance sheet of the Company for the year ended on
March 31, 2025.
43. ACKNOWLEDGEMENTS
Your Board of Directors would like to place on record their sincere appreciation for the wholehearted
support and contributions made by all the employees of the Company as well as customers, suppliers,
consultants, bankers and other authorities. The Directors also thank the Central and State Government
of India and concerned Government Departments/ Agencies for their co-operation. The directors
appreciate and value the contributions made by every member of the company.
By order of the Board of Directors
For Rotographics (India) Limited
Sd/-
GAURAV KUMAR EKTA GARG
Whole Time Director Director
DIN: 01159468 DIN: 10442326
Place: New Delhi
Date: August 01, 2025
| 