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Directors Report of Roselabs Finance Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 21st Annual Report along with the Audited Accounts of the Company for the fnancial year ended 31st March, 2015.

FINANCIAL RESULTS & OVERVIEW

Particulars 31st March, 2015 31st March, 2014 (Rs. in Lakh) (Rs. in Lakh)

Total Income 1355.98 9329.18

Less : Total Expenses 1306.86 9690.88

Profit/Loss Before Tax 49.12 (361.70)

Less: Tax Expenses (Deferred tax) - 0.23

Less: Prior period taxation adjustments - (0.98)

Profit /Loss for the Year 49.12 (362.45)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

Total Revenue: Total income declined by 85.47% to Rs. 1355.98 lakh for the fnancial year 2015 from Rs. 9329.18 lakh for the fnancial year 2014.

Total Expenditure: . Total expenses declined by 85.51% to Rs. 1306.86 lakh for the fnancial year 2015 from Rs. 9690.88 lakh for the fnancial year 2014.

Profits:

Profit Before Tax (PBT) increased by 113.58% to Rs. 49.12 lakh in the fnancial year 2015. PBT Margin improved to 3.62 % of income in fnancial year 2015 as compared to loss in fnancial year 2014.

Net Proft of the Company increased by 113.55% to Rs 49.12 lakh for the fnancial year 2015.

During the year under review, the Company has earned major part of its income from providing Advisory services.

Reserves

Out of the proft available for appropriation an amount of Rs. 9.82 lakh has been transferred to Statutory Reserve and the balance has been carried forward to Proft & Loss Statement.

Dividend

In view of losses of the earlier years, the Directors do not recommend payment of dividend on Equity Shares for the Financial Year ended March 31, 2015.

Details of Board meetings

The details of composition of the Board of Directors as on 31st March, 2015 is as under:

Name of Directors Designation

Mr. Santosh Kumar Ojha Chairman-Independent Director

Mr. Nilesh Rawat Managing Director

Mr. Prakash Bhat Independent Director

Ms. Purnima Pavle Non-Executive Non-Independent Director

During the year the Company has conducted Eight (8) Board meetings.

Committees of Board

The details of composition of the Committees of the Board of Directors as on 31st March, 2015 are as under:-

a. Audit Committee

Sl. No. Name Chairman/ Members

1 Mr. Santosh Kumar Ojha Chairman

2 Mr. Prakash Bhat Member

3 Ms. Purnima Pavle Member

During the year Company has conducted Six (6) Audit Committee Meetings.

b. Nomination & Remuneration Committee

Sl. No. Name Chairman/ Members

1 Ms. Purnima Pavle Chairperson

2 Mr. Prakash Bhat Member

3 Mr. Santoshkumar Ojha Member

During the year Company has conducted Two (2) Nomination & Remuneration Committee Meetings.

c. Stakeholders Relationship Committee

Sl. No. Name Chairman/ Members

1 Ms. Purnima Pavle Chairperson

2 Mr. Santoshkumar Ojha Member

3 Mr. Prakash Bhat Member

During the year the Company has conducted Four (4) Stakeholders Relationship Committee Meetings.

Vigil mechanism

In line with the provisions of section 177 of the Companies Act, 2013, the Company has formed a Transparency and Ethics policy (TEP) to deal with instances of fraud and mismanagement if any and to ensure a clean and transparent environment for conducting business.

The TEP policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be shown towards any person for a genuinely raised concern. Any employee can report such incident of violation and context thereto to the Ombudsman or director concerned in writing/by email/sums or by phone. Alternatively, the Ethics Helpline can be contacted to report any suspected or confirmed incident of fraud / misconduct. It provides for adequate safeguards against victimization of persons who use such mechanism and provides direct access to chairperson of Audit Committee. The TEP policy has also been placed on the website of the Company.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure 1.

Statutory Auditors, their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Shanker and Kapani, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Annual General Meeting (AGM) of the Company held on 15th September, 2014 till the conclusion of the AGM to be held in the year 2019, subject to ratifcation of their appointment at every AGM to be held thereafter.

The Company has received a Certificate from M/s Shanker and Kapani, Chartered Accountant, confrming their eligibility. Accordingly, the appointment of M/s Shanker and Kapani, Chartered Accountants as the Statutory Auditors is placed for ratifcation by the shareholders at the Annual General Meeting.

The report of the Statutory Auditors is enclosed to this report. The Auditor's Report does not does not contain any qualifcation, reservation or adverse remarks. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Secretarial audit

During the year under review, in terms of Section 204 of the Companies Act, 2013 and Rules made there under, Ms. Jinal Dawda, Practicing Company Secretary had been appointed to conduct the Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as Annexure 2 to this report. The report is self-explanatory and do not call for any further comments.

Related party transactions

During the year under review, the Company has entered into contract / arrangements with the related parties in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material . Thus the disclosures pertaining to Section 188(1) of the Companies Act, 2013 are not applicable.

Information on Material Changes and Commitments

There are no material changes or commitment affecting the fnancial position of the Company which have occurred between March 31, 2015 and the date of this Report.

Risk Management Policy

Risk is regarded as the threat of some event, action or loss of opportunity if it occurs, will adversely affect the business i.e. value to stakeholders, ability to achieve objective, ability to implement business strategies, manner of operation, reputation & Brand Image due to Internal and external factors. The Company has a Risk Management Policy, which lays down active process for identifcation and mitigation of risks. Risk Management Policy has been adopted by the Board of Directors of the Company. All concerned process owners of the company are regularly identifying & mitigating key risks in their respective domain. The Board reviews the risk management and mitigation plan for key risks from time to time.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and verified by Internal Auditors. Appropriate actions are being taken by the responsible concerned.

Company's policy on director's appointment and remuneration including criteria

The Nomination and Remuneration Committee and the Board of Directors at its Meeting held on 20th October, 2014 had laid down criteria for determining director's qualifcation, positive attributes and independence of director's, remuneration of directors and key managerial personnel and also criteria for evaluation of performance of directors, chairperson, non-executive directors and Board as a whole and also the evaluation process of the same.

Criteria for Performance Evaluation of Executive Directors of the Company who are involved in day to day operations of the Company is assessed on the basis of Key Performance Indicators (KPI), which would be identified based on a) their commitment to achieve Company's goals and alignment with the strategic direction, b) their decision making ability, and c) their ability and actions to safeguard the interest of shareholders of the Company and weights assigned for each measure of performance keeping in view the distinct roles of each Executive Director.

Performance of Non-Executive and Independent Directors of the Company who are not involved in day to day operations of the Company is assessed on the basis of: a) individual's continuing commitment to the role, strategic thinking, b) commitment of time for Board the other Committee meetings, c) individual's continuing commitment to spend time and effort learning about the Company and its business.

The performance of the members of the Board and the Board as a whole were evaluated at the meeting of Independent Directors held on 20th March, 2015.

As per Section 149 of the Companies Act, 2013, a Company shall have at least One Women Director on the Board of the Company. The Company has Ms. Purnima Pavle as Director on the Board since 11th October, 2013.

The Company has devised a Policy for which includes criteria for performance evaluation of the non-executive directors and executive directors.

The policy on Directors appointment and remuneration for Directors, Key Managerial Personnel, Senior Management Personnel including policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors is attached as Annexure 3.

Signifcant and material orders passed by the regulators

During the year under review, the Company had received a notice under SEBI (Prohibition of fraudulent and unfair trade Practices Relating to Securities market) Regulation, 2003, SEBI (Substantial Acquisition of shares and takeover) Regulations, 1997 and SEBI (Prohibition of Insider Trading) Regulation 1997 for violation of the SEBI Guidelines as mentioned in the Order and under which SEBI has imposed a penalty amounting Rs. 253.72 lakh. The directors want to clarify that the violation of the SEBI Guidelines as mentioned in the Order, pertains to the year prior to the acquisition of the Company by the present promoter i.e. Arihant Premises Private Limited ('Arihant').

The Company was initially managed by Singhal Group of Companies which was taken over by Poonam Fast Foods Private Limited in the year 2008. In the year 2013, Arihant, by providing open offer, in accordance with provisions of SEBI Takeover Regulations, 2011, acquired the controlling stake of the Company. At present, Arihant holds 74.25% of the voting Equity Share Capital of the Company.

Your Directors further state that the said default as mentioned in the Order has not been committed by Arihant as_ the violation pertains to the period from October 6, 2003 to January 28, 2004 wherein the Company was not managed by Arihant.

The Company has filed an appeal before Securities Appellate Tribunal (SAT) Challenging the aforesaid order, hearing for which has not yet commenced.

Internal fnancial controls

The internal fnancial controls with reference to the Financial Statements are commensurate with the size and nature of its business.

Holding and Subsidiary

The Promoter of the Company i.e. Arihant Premises Private Limited holds 74,24,670 equity shares which represents 74.25 percent of the paid-up equity capital of the Company. Your Company continues to be a subsidiary company of Arihant Premises Private Limited, part of Lodha Group.

During the year, under review, the Company did not have any subsidiary, joint ventures or associate companies.

Directors and Key Managerial Personnel

In terms of the provisions of Section 149 of the Companies Act, 2013, the Board of Directors at its meeting held on 12th August, 2014 had appointed Mr. Prakash Bhat (DIN No: 00654992) and Mr. Santosh Kumar Ojha (DIN No 02494357), as Independent Director for a term of 5 years which was approved by the Members of the Company at the AGM held on 15th September, 2015 to hold offce up to September 14, 2019.

The Company has received declarations from the Independent Directors viz. Mr. Prakash Bhat (DIN No: 00654992) and Mr. Santosh Kumar Ojha (DIN No 02494357), stating that they meet the criteria of independence as provided in Section 149(6) of the Act.

Mr. Nilesh Rawat (DIN No: 06705140), Managing Director, Mr. Kunti Prakash Inani, CFO and Mr. Mahesh Bhatt Company Secretary are the Key Managerial Personnel as per the provisions of the Companies Act, 2013, of which Mr. Nilesh Rawat DIN No: 06705140), Managing Director and Mr. Kunti Prakash Inani, CFO, were acting in the said capacity before the commencement of the Companies Act, 2013.

Mr. Hemanshu Mumbaiwala, was the Company Secretary of the Company till 6th May, 2014 and Mr. Sanjay Gupta was the Company Secretary from 7th May, 2014 to 13th October, 2014 and were also Key Managerial Personnel's as per the provisions of the Companies Act, 2013.

During the year Mr. Mahesh Bhatt was appointed as a Company Secretary of the Company w.e.f. 29th January, 2015 as per the provisions of Companies Act, 2013.

Ms. Purnima Pavle (DIN No: 06705133) Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Fixed Deposits

Your company has neither invited nor accepted or renewed any deposit from the public and/or member under the provisions of Companies Act, 2013 or rules made thereunder, during the fnancial year under review.

Particulars of Loans, Guarantees or Investments

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company since the Company is an NBFC.

During the year under review, the Company has not provided any guarantees and /or securities in connection with loans to other bodies corporate or person covered under Section 186 of the Companies Act, 2013.

Particulars of Employees

Pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of particulars of employees is annexed as Annexure 4.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy The operations of your Company are not energy-intensive.

(ii) the steps taken by the company for utilizing alternate sources of energy None

(iii) the capital investment on energy conservation equipments Nil

(b) Technology absorption

(i) the efforts made towards technology absorption None

(ii) the benefits derived like product improvement, cost reduction, product development or import None substitution

(iii) in case of imported technology (imported during the last three years reckoned from the None beginning of the fnancial year)-

(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

(iv) the expenditure incurred on Research and Development None

(c) Foreign exchange earnings and Outgo

The foreign exchange earned in terms of actual infows during the year and the foreign outgo during the year in terms of actual outfows.

During the year ended 31st March, 2015, the Company earned Rs. 12 crores and did not spent any expenditure in foreign currency.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confrm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures thereof;

(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 fnancial year ended on 31st March, 2015 and of the proft 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 this Act 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 fnancial controls to be followed by the company and that such internal fnancial controls are adequate and were operating effectively;

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance and Management Discussion and Analysis Report

As per clause 1(a) of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, compliance of the provisions of the Clause 49 of the Listing Agreement shall not be mandatory to a Company having its paid up equity share capital not exceeding Rs. 10 core and Net Worth not exceeding Rs. 25 core as on last day of the previous fnancial year.

Since the paid up Equity Share capital and Net worth of the Company was not exceeding Rs. 10 cores and Rs. 25 cores respectively, the Company was not required to comply with the requirement of Clause 49 of the Listing Agreement and hence a report on Corporate Governance and Management Discussion Analysis does not form part of this Report.

Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, Banks and Company's valued investors and all other business partners for their continued co-operation during the year.

By Order of the Board

For Rose labs Finance Limited

Nilesh Rawat Purnima Pavle

Managing Director Director

DIN:06705140 DIN: 06705133 Registered Offce

416, Anand Mangal Complex,

B/H, Omkar House,

C.G. Road, Navrangpura,

Ahmedabad - 380009

Tel No: 91.22. 23024400

Fax: 91.22.23024550

Website: www.roselabsfnancelimited.in

CIN No: L67120GJ1995PLC024070

Email: roselabsfnance@lodhagroup.com

Place: Mumbai

Date: 28th August, 2015


Mar 31, 2014

Dear Shareholders,

The Directors present the 20th Annual Report on the business and operations of the Company together with the Audited Statement of Account for the Financial Year ended March 31, 2014.

1. FINANCIAL RESULTS & OVERVIEW

(Rs. in Lakhs)

Particulars For the year ended For the year ended March 31, 2014 March 31, 2013

Operating Income 9,320.26 34,792.31

Other Income 8.92 14.42

Total Income 9,329.18 34,806.73

Less: Expenditure 9,690.88 35,098.74

Loss before Tax (361.70) (292.01)

Deferred Tax 0.23 0.01

Loss after Tax (361.47) (292.00)

Less: Prior period Taxation adjustment 0.98 -

Net Loss for the year (362.45) (292.00)

Add: Defcit in the Statement of profit and Loss for earlier years (590.53) (298.53)

Appropriations - -

Balance to be carried forward (952.98) (590.53)

In the year gone by, your Company recorded total income of Rs.9,329.18 lakhs as compared to Rs. 34,806.73 lakhs reported in previous Financial Year 2013. The aforesaid decrease was primarily due to reduction in volume of business. The total expenditure of the Company also decreased from Rs. 35,098.74 lakhs to Rs.9,690.88 lakhs in the current financial year as compared to last financial year. The decline in Company''s total income resulted in increase of the Company''s Net loss from Rs. 292.00 lakhs for the previous financial year to Rs. 362.45 lakhs in the current financial year. For details, please refer attached Annual Account and Auditors'' Report which are self explanatory.

2. DIVIDEND

In view of losses, your Directors regret their inability to declare any dividend for the financial year ended March 31, 2014.

3. DIRECTORS

During the year under review, Mr. Anurag Singhvi and Mr. Ramnandanam Pandey ceased to be Directors of the Company with effect from October 11, 2013. Mr. Nilesh Rawat and Ms. Purnima Pavle were appointed as Additional Directors on the Board of the Company, pursuant to the provisions of Section 161 of the Companies Act, 2013, with effect from the said date. Mr. Rawat was also appointed as Managing Director of the Company for a period of 3 (Three) years from the aforesaid date.

Mr. Rawat and Ms. Pavle, being Additional Directors, hold their office upto the date of the ensuing Annual General Meeting. The Company has received the notice from the Members of the Company proposing the candidature of Mr. Rawat and Ms. Pavle, as Directors of the Company. Further, it is also proposed to appoint Mr. Santosh Kumar Ojha and Mr. Prakash Ganapathi Bhat, as Independent Director on the Board of the Company for a period of 5 years, pursuant to the provisions of Section 149 of the Companies Act, 2013. Necessary resolutions proposing the appointment of the aforesaid Directors have been incorporated in notice of the ensuing Annual General Meeting.

4. HOLDING COMPANY

The Promoter of the Company i.e. Arihant Premises Private Limited holds 74,24,670 equity shares which represents 74.25 percent of the paid-up equity capital of the Company. Your Company continues to be a subsidiary company of Arihant Premises Private Limited, part of Lodha Group.

5. COMMITTEES OF THE BOARD

As on date of this report, the Board has two committees:- i. Audit Committee ii. Stakeholder''s Relationship Committee

The above Committees have been duly constituted in accordance with the provisions of Listing Agreement and the Companies Act, 1956 (now Companies Act, 2013). Detailed Information regarding the Committees of the Board has been given separately in the Report on Corporate Governance.

6. AUDITORS & AUDITORS'' REPORT

M/s. Shanker and Kapani, Chartered Accountants, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and have expressed their willingness to continue as Statutory Auditors of the Company, if re-appointed.

The Company has also received a certifcate from M/s. Shanker and Kapani under Section 139(1) and Section 141 of the Companies Act, 2013 confirming their eligibility for re-appointment. Accordingly, M/s. Shanker and Kapani, Chartered Accountants, are proposed to be re-appointed at the Annual General Meeting, for a period of five years, subject to the ratifcation of their appointment by the Members at every Annual General Meeting.

As regards Auditors'' observations, they are self explanatory and do not call for any further comments.

7. PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

8. PUBLIC DEPOSITS

Your company has neither invited nor accepted or renewed any deposit from the public during the financial year under review.

9. DEPOSITORY SYSTEM

As the members are aware, the company''s Shares are compulsorily tradable in electronic form. As on March 31, 2014, 93.28% of the Company''s total paid-up share capital representing 93,27,670 shares are in dematerialized form. Balance 6,72,330 shares representing 6.72% of the Company''s total paid-up share capital are held in physical mode.

10. DISCLOSURES OF PARTICULARS AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The Particulars are given in Annexure I to this Report.

11. CORPORATE GOVERNANCE.

Your Company believes in adhering to good governance practices and has fully complied with the requirements/ disclosures that have to be made in this regard. A Report on Corporate Governance, in compliance with Clause 49 of the Listing Agreement, is enclosed and forms part of this Annual Report. A certifcate from a Company Secretary in Practise, confirming compliance with the provisions of Corporate Governance is also annexed to this Report.

12. DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to 217(2AA) of the Companies Act, 1956, 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) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on March 31, 2014 and loss for the year ended on that date;

c) Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis for the financial year ended March 31, 2014.

13. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Registered office: By Order of the Board

416, Anand Mangal Complex, For Roselabs Finance Limited

B/H. Omkar House, C. G. Road, Navrangpura, Ahmedabad- 380 009 Sd/- Sd/-

Date: August 12, 2014 Managing Director Director

Place: Mumbai


Mar 31, 2013

Dear Shareholders,

The Company''s Directors are pleased to present the 19th Annual Report on the business and operations of the Company together with the statement of account for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars For the year ended For the year ended March 31, 2013 March 31, 2012

Income 34,806.73 753.36

Less: Expenditure (35,098.75) (839.53)

Profi t/(Loss) before exceptional item and taxation (292.02) (86.17)

Exceptional item / Tax expenses (0.01) (0.25)

Profi t/(Loss) after exceptional items and taxation (292.01) (86.41)

2. FINANCIAL OVERVIEW

The Company''s total income has increased from Rs. 753.36 lacs in the fi nancial year 2011-12 to Rs. 34,806.73 lacs in the fi nancial year 2012-13. Correspondingly, there has also been increase in Company''s total expenditure from Rs. 839.53 lacs for the fi nancial year 2011-12 to Rs. 35,098.75 lacs for the fi nancial year 2012-13. Consequently, the Company''s Net loss after Tax has also increased from Rs. 86.41 lacs for the previous fi nancial year to Rs. 292.01 lacs for the fi nancial year under review. For details, please refer attached Annual Account and Auditors Report which is self explanatory.

3. TAKEOVER OF THE COMPANY

Consequent to successful completion of open offer formalities as prescribed under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Company became a direct subsidiary of Arihant Premises Private Limited (''APPL'') and step down subsidiary of Lodha Developers Private Limited, w.e.f. 10th June, 2013. Accordingly in terms of the open offer, erstwhile promoters, Poonam Fast foods Pvt. Ltd ceased to be the promoter of the Company and APPL became the promoter of the Company w.e.f. 10th June, 2013.

4. DIVIDEND

In view of losses, your directors have decided not to declare any dividend for the year ended 31st March, 2013.

5. DIRECTORS

Mr. Samyak Chandrakant Veera, Mr. Deependra Ramjidas Gupta and Mr. Sagar Dhaku Gawde ceased to be directors of the Company with effect from 11th June, 2013.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Prakash Ganapathi Bhat and Mr. Santosh Kumar Ojha were appointed as additional directors on 28th February, 2013 and Mr. Anurag Ramesh Mal Singhvi and Mr. Ramnandanam Omprakash Pandey were appointed as additional directors on 11th June, 2013. They shall hold offi ce upto the date of the ensuing Annual General Meeting, unless appointed at the ensuing Annual General Meeting. Necessary resolutions for their appointment have been incorporated in notice of the ensuing Annual General Meeting.

6. AUDITORS & AUDITORS REPORT

M/s. Mehta Kothari & Associates, Chartered Accountants have expressed their inability of being appointed as the Statutory Auditors of the Company. Accordingly, the Company proposes to appoint M/s. Shanker and Kapani, Chartered Accountants, as Statutory Auditors of the Company to hold offi ce until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. Shanker and Kapani to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifi ed for reappointment within the meaning of Section 226 of the said Act. A proposal seeking their appointment is provided as part of the Notice of the ensuing Annual General Meeting.

As regards Auditors'' observations, they are self explanatory and do not call for any further comments.

7. AUDIT COMMITTEE

The Company has re-constituted an Audit Committee pursuant to the provision of the Section 292A of the Companies Act, 1956 and as required under Clause 49 of Listing Agreement, details of which are given separately in the Report of Corporate Governance.

8. PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

9. PUBLIC DEPOSITS

Your company has neither invited nor accepted or renewed any deposit from the public during the fi nancial year under review.

10. DEPOSITORY SYSTEM

As the members are aware, the company''s Shares are compulsorily tradable in electronic form. As on March 31, 2013, almost 93.09% of the Company''s total paid-up Capital representing 9,309,270 shares are in dematerialized form.

11. DISCLOSURES OF PARTICULARS AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The Particulars are given in Annexure I to this Report.

12. CORPORATE GOVERNANCE.

A detailed report on corporate governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A Certifi cate confi rming compliance of conditions of corporate governance as stipulated under the aforesaid Clause 49 is annexed to the Corporate Governance Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis, which forms part of this Report.

14. DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to 217(2AA) of the Companies Act, 1956, your Directors hereby confi rm 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) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31st March, 2013 and loss for the year ended on that date;

c) Proper and suffi cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis for the fi nancial year ended 31st March, 2013.

15. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its gratitude for the faith reposed and the co-operation extended by the stakeholders of the Company and looks forward to continued support and co-operation from them.

Registered Offi ce: By Order of the Board

416, Anand Mangal Complex For Roselabs Finance Limited

B/H. Omkar House, C. G. Road, Navrangpura, Ahmedabad- 380 009

Place: Mumbai Managing Director Director

Date: 14th August, 2013


Mar 31, 2012

Dear Shareholders,

The Company''s Directors are pleased to present the 18th Annual Report on the business and operations of the Company together with the statement of account for the year ended 31st March 2012.

1. FINANCIAL RESULTS (Rs. in Lacs)

2011-2012 2010-2011

Total Income 753.36 12.80

Total Expenditure 838.89 6.28

Profit/ (Loss) before Depreciation and Taxation (85.53) 6.52

Less:

Depreciation 0.64 0.83

Profit/ Loss before Tax (86.17) 5.69

Provision for Income Tax 0.25 1.06

Transfer to Special Reserve Fund - 1.14

Profit/ (Loss) for Appropriation (86.42) 3.49

Profit/ (Loss) brought forward (212.10) (215.59)

Profit/(Loss) transferred to Balance Sheet (298.52) (212.10)

2. BUSINESS OPERATIONS

During the year under review the turnover of the Company was Rs. 753.36 Lakhs. Your Company made Net Loss of Rs. 86.42 Lakhs during the year under review. Your directors are hopeful to achieve better result during the current financial year.

3. DIVIDEND

In view of the need for strengthening the financial base of the Company, your directors have decided not to declare any dividend for the year ended 31st March, 2012.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr. Sagar Gawde retires by rotation and being eligible, offers himself for re-appointment.

Brief resumes of the Directors proposed to be re-appointed as required under Clause 49 of the Listing Agreement are provided in the Notice of the Annual General Meeting forming part of the Annual Report.

5. AUDITORS REPORT

The observations made in the Auditors Report read together with the relevant notes thereon, are self explanatory and do not call for any comments under Section 217 of the Companies Act, 1956.

6. AUDITORS

M/s. Mehta Kothari & Associates, Chartered Accountants, the Company''s Statutory Auditors, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

7. AUDIT COMMITTEE

The Company has constituted an Audit Committee pursuant to the provision of the Section 292A of the Companies Act, 1956 and as required under Clause 49 of Listing Agreement, details of which are given separately in the Report of Corporate Governance.

8. PARTICULARS OF EMPLOYEES

The Information required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not annexed hereto since none of the employee of the Company was in receipt of total remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. during the financial year under review.

9. PUBLIC DEPOSITS

Your company has neither invited nor accepted or renewed any deposit from the public during the financial year under review.

10. DEPOSITORY SYSTEM

As the members are aware, the company''s Shares are compulsorily tradable in electronic form. As on March 31, 2012, almost 90.86% of the Company''s total paid-up Capital representing 9,085,570 shares are in dematerialized form.

11. DISCLOSURES OF PARTICULARS AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The Particulars are given in Annexure I to this Report

12. CORPORATE GOVERNANCE

A detailed report on corporate governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A Certificate confirming compliance of conditions of corporate governance as stipulated under the aforesaid Clause 49 is annexed to the Corporate Governance Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis, which forms part of this Report.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to 217(2AA) of the Companies Act, 1956, 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. Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31st March, 2012 and Profit for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis for the financial year ended 31st March, 2012.

15. ACKNOWLEDGEMENT

Your Directors are grateful and would like to place on record their appreciation for the support, guidance and cooperation extended by our Bankers, Government Authorities, Customers, etc. The Board would also like to express its appreciation for the support extended by the Shareholders and the Employees at all levels.

The Directors also take this opportunity to thank the shareholders for the confidence reposed in the management.

Registered Office: By Order of the Board

111/952, Nirmal Apt, For Roselabs Finance Limited

Sola Road, Naranpura,

Ahmedabad-380064 Sd/- Sd/-

Dated: 30th May, 2012. Sagar Gawde Deependra Gupta

Director Managing Director


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 17th Annual Report on the business and operations of the Company together with the statement of account for the year ended 31st March 2011.

1. FINANCIAL RESULTS.

(Rs. in Lacs)

2010-2011 2009-2010

Total Income 1402.20 0.32

Total Expenditure 1395.68 40.11

Profit/ (Loss) before Depreciation and Taxation 6.52 (39.78)

Less:

Depreciation 0.83 0.71

Profit/ Loss before Tax 5.69 (40.49)

Provision for Income Tax 1.06 Nil

Transfer to Special Reserve Fund 1.14 Nil

Profit/ (Loss) for Appropriation 3.49 (40.49)

Profit/ (Loss) brought forward (215.60) (175.10)

Profit/(Loss) transferred to Balance Sheet (212.10) (215.60)

2. BUSINESS OPERATIONS.

During the year under review the turnover of the Company was Rs. 1402.20 Lakhs. Your Company made net profit of Rs. 3.49 lakhs during the year under review. Your directors are hopeful to achieve better result during the current financial year.

3. DIVIDEND.

In view of the need for strengthening the financial base of the Company, your directors have decided not to declare any dividend for the year 2010-11.

4. DIRECTORS.

In accordance with the provisions of the Companies Act, 1956, Shri Deependra Gupta retires by rotation and being eligible, offers himself for re-appointment.

Brief resumes of the Directors proposed to be re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of the Annual General Meeting forming part of the Annual Report.

5. AUDITORS REPORT

The observations made in the Auditors Report read together with the relevant notes thereon, are self explanatory and do not call for any comments under section 217 of the Companies Act, 1956.

6. AUDITORS.

M/s. Mehta Kothari & Associates, Chartered Accountants, the Company's Statutory Auditors, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

7. AUDIT COMMITTEE

The Company has constituted an Audit Committee pursuant to the provision of the Section 292 A of the Companies Act, 1956 and as required under Clause 49 of Listing Agreement, details of which are given separately in the Report of Corporate Governance.

8. PARTICULARS OF EMPLOYEES.

The Information required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not annexed hereto since none of the employee of the Company was in receipt of total remuneration of Rs. 60,00,000/- p.a. of Rs. 5,00,000/- p.m. during the financial year under review.

9. PUBLIC DEPOSITS.

Your company has neither invited nor accepted or renewed any deposit from the public during the financial year under review.

10. DEPOSITORY SYSTEM.

As the members are aware, the company's Shares are compulsorily tradable in electronic form. As on March 31, 2011, almost 90.63% of the Company's total paid-up Capital representing 9,063,870 shares are in dematerialized form.

11. DISCLOSURES OF PARTICULARS AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The Particulars are given in Annexure 1 to this Report.

12. CORPORATE GOVERNANCE.

A detailed report on corporate governance pursuant to the requirements of Clause 49 of the listing agreement forms part of the Annual Report. A Certificate confirming compliance of conditions of corporate governance as stipulated under the aforesaid clause 49 is annexed to the Corporate Governance Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis, which forms part of this Report.

14. DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to 217(2AA) of the Companies Act, 1956, 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. Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31st March, 2011 and Profit for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis for the financial year ended 31st March, 2011.

15. ACKNOWLEDGEMENT

Your Directors are grateful and would like to place on record their appreciation for the support, guidance and cooperation extended by our Bankers, government authorities, customers, etc. The Board would also like to express its appreciation for the support extended by the Shareholders and the Employees at all levels.

The Directors also take this opportunity to thank the shareholders for the confidence reposed in the management.

Registered Office: By Order of the Board 111/952, Nirmal Apt, For Roselabs Finance Ltd. Sola Road, Naranpura, Ahmedabad - 380064 Sd/- Dated: 2nd September, 2011.

Deependra Gupta Director


Mar 31, 2010

The Directors are pleased to present the 16th Annual Report on the business and operations of the Company together with the statement of account for the year ended 31st March 2010.

1. FINANCIAL RESULTS

(Rs. In Lacs)

2009-2010 2008-2009

Total Income 0.32 (26.79)

Total Expenditure 40.11 20.69

Profit/(Loss) before Depreciation

and Taxation (39.78) (47.48)

Less

1. Interest NIL NIL

2. Depreciation 0.71 0.14

Profit/Loss before Income Tax (40.49) (47.62)

Provision for Income Tax & FBT Nil 0.34

Profif(Loss) for Appropriation (40.49) (47.96)

Profit/(Loss)Brought Forward (175.10) (127.14)

Profit/(Loss) transferred to

Balance sheet (215.59) (175.10)

02. Business Operations

During the year under review the turnover of the Company was Rs.0.32 Lakhs. Your company made net loss of Rs.40.49 Lakhs during the year under review. Your directors are hopeful to achieve better result during the current financial year.

03. Dividend

In View of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2009-10.

04. Directors

Mr. Dinkar Rai has resigned from the post of Director w.e.f 02nd day of April, 2009.

Mr. Ramnandanam Pandey has resigned from the post of Director w.e.f 03rd) day of August, 2009

Mr. Sagar Gawde has been appointed as a Director of the company w.e.f. 07th day of December, 2009

Mr. Anurag Singhvi has resigned from the post of Director w.e.f 08th day of December, 2009.

05. Auditors

M/s. Mehta Kothari & Associates, Chartered Accountants, Mumbai has been appointed as the statutory auditors of the company.

06. Particulars of Employees

The information required under the provision of section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975 is not annexed hereto since none of the employee of the company was in receipt of total remuneration of Rs. 24,00,000/- p.a. of Rs. 2,00,000/-p.m. during the financial year under review.

07. Public Deposits

Your Company has neither invited nor accepted or renewed any deposit from the public during the financial year under review.

a. Disclosures of particulars as per Companies (Disclosure of Particulars in the Report of Board of directors) Rules, 1988

The particulars are given in Annexure l to this report.

b. Corporate Governance

A detailed report on corporate governance pursuant to the requirements of clause 49 of the listing agreement forms part of the Annual Report. A certificate confirming compliance of conditions of corporate governance as stipulated under the aforesaid clause 49 is annexed to the Corporate Governance Report.

c. Management Discussion and Analysis Report

In accordance with the provision of Listing Agreement, the Management Discussion and Analysis Report is presented in the separate section forming part of the Annual Report.

d. Directors Responsibility Statement

Pursuant to section 217 (2AA) of Companies Act, 1956, your Directors hereby confirms 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 judgment 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 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 Act for Safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended 31st March 2010 on a going concern basis.

12. Audit Committee

The company has constituted an Audit Committee pursuant to the provision of the section 292A of the Companies Act, 1956 and as required under clause 49 of Listing Agreement, details of which are given separately in the Report of Corporate Governance.

13. Shifting of Registered Office

The Company shifted its Registered Office from 303, Shilp II, Near Sales India, Income Tax, Ashram Road, Ahmedabad- 380009 to 111/952, Nirmal Apt., Sola Road, Naranpura, Ahmedabad, Gujarat - 380064, India w.e.f the 18th day of May, 2009 vide the resolution passed in the meeting of the Board of Directors held on 18th day of May, 2009

14. The relationship with the employees continued to be cordial throughout the year.

Your Directors express their gratitude to the continuous support of the Financial Institutions, Banks, Central and State Governments, Office of the Industries Commissioner, valued customers and devoted employees for their continuous contribution to the growth and progress of Company.

The Directors also take this opportunity to thank the shareholders for the confidence reposed in the management.

Registered Office:

111 /952, Nirmal Apartment, By Order of the Board

Sola Road, Naranpura, For Roselabs Finance Ltd.

Ahmedabad - 380064

Deependra Gupta

Dated : 24.07.2009 Chairman

 
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