Mar 31, 2016
BOARD''S REPORT
Dear Shareholders,
The Directors have pleasure in presenting the 22nd Annual Report for the financial year ended 31st March, 2016. FINANCIAL RESULTS & OVERVIEW
Particulars |
31st March, 2016 (Rs. in Lakh) |
31st March, 2015 (Rs. in Lakh) |
Total Income |
820.94 |
1,355.98 |
Less : Total Expenses |
1,062.09 |
1,306.86 |
Profit/Loss Before Tax |
(241.15) |
49.12 |
Less: Tax Expenses (Deferred tax) |
- |
- |
Less: Prior period taxation adjustments |
1.06 |
- |
Profit /Loss for the Year |
(240.09) |
49.12 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
Total Revenue: Total income declined by 39.45% to Rs. 820.94 lakh for the financial year 2016 from Rs. 1,355.98 lakh for the financial year 2015.
Total Expenditure: Correspondingly, total expenses declined by 18.73% to Rs. 1,062.09 lakh for the financial year 2016 from Rs. 1,306.86 lakh for the financial year 2015.
This has resulted in loss for the year under review.
Reserves
In view of losses, the Company has not transferred any sum to Statutory Reserve as provided under Reserve Bank of India Act, 1934.
Dividend
In view of losses, the Directors do not recommend payment of dividend on Equity Shares for the Financial Year ended March 31, 2016.
Details of Board meetings
The details of composition of the Board of Directors as on 31st March, 2016 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 5 (Five) Board meetings, which were held in accordance with the provisions of the Companies Act, 2013 and rules read there under on 29th April 2015, 15th May 2015, 13th August 2015, 6th November 2015 and 12th February 2016. These meetings were attended by all directors of the company except Mr. Prakash Bhat, who was not present in two meetings held on 29th April 2015 and 15th May 2015.
Committees of Board
The details of composition of the Committees of the Board of Directors as on 31st March, 2016 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 Four (4) Audit Committee Meetings, which were held in accordance with the provisions of the Companies Act, 2013 and rules read there under on 29th April 2015, 13th August 2015, 6th November 2015 and 12th February 2016.
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 not conducted any Nomination & Remuneration Committee Meeting. 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 Three (3) Stakeholders Relationship Committee Meetings were held in accordance with the provisions of the Companies Act, 2013 and rules read there under on 29th April 2015, 6th November 2015 and 12th February 2016.
- 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/sms 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
The members of the Company at the 20th Annual General Meeting held on 15th September, 2014 had appointed M.s Shanker & Kapani, Chartered Accountants, (Firm Registration No: 117761W) as the Statutory Auditors of the Company to hold office from the conclusion of 20th Annual General Meeting till the conclusion of 25th Annual General Meeting of the Company to be held in the year 2019 subject to ratification of the appointment by the Members at every Annual General Meeting held after the 20th Annual General Meeting of the Company.
M/s Shanker & Kapani expressed their intention to step down and resigned from the position as Statutory Auditors of the Company on 2nd September, 2016 resulting in a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013.
The Board of Directors at its meeting held on 2nd September 2016, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) under Companies Act, 2013, appointed M/s MZSK & Associates, Chartered Accountants, (Firm Registration No: 105047W) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Shanker & Kapani, Chartered Accountants, subject to the approval by the members in the 22ndAnnual General Meeting of the Company, at such remuneration plus applicable taxes, and out of pocket expenses, as shall be fixed by the Board of Directors of the Company. The Company has received consent and eligibility certificate from M/s MZSK & Associates, Chartered Accountants, to act as Statutory Auditors of the Company in place of M/s Shanker & Kapani, Chartered Accountants, along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.
In view of the above, the Board proposes M/s. MZSK & Associates, Chartered Accountants to be appointed as Statutory Auditors of the Company to fill in casual vacancy as the aforesaid and also hold office for period of five years, from the conclusion of the 22nd Annual General Meeting till the conclusion of the 27th Annual General Meeting of the Company to be held in the year 2021 (subject to ratification of the appointment by the Members at every Annual General Meeting held after the 22nd Annual General Meeting). Necessary resolutions in this regard form part of notice of the 22nd Annual General Meeting of the Company.
Statutory and Secretarial Audit
The report of the Statutory Auditors addressed to the members as per provisions of the Companies Act, 2013, is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in his said report. Additionally, during the year under review, in terms of Section 204 of the Companies Act, 2013 and Rules made there under, Mrs. Jinal Dawda, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company. The report of the Secretarial Auditor is enclosed as Annexure 2 to this report.
In the separate report of the Statutory Auditors addressed to the Board of Directors of the Company as per Non-Banking Financial Companies Auditor''s Report (Reserve Bank) Directions, 2008, the Statutory Auditors of the Company has opinioned that the Company is not entitled to continue certificate of registration issued by RBI in terms of its asset/ income pattern as on 31st March, 2016. Additionally, the Secretarial Auditors have opinioned that the Company has failed to comply with minimum Net owned Fund requirement, maximum leverage and minimum financial assets of 50%.
We would like to state that on account of non-recovery of trade receivable of Rs.1200 lakhs during the year, the Company''s financial assets has fallen below 50%. Also during the year, the Company had to provide for doubtful assets to the extent of Rs. 123 lakh on account of non-recovery of loan. Additionally, the Company could not make expected profits from sale of securities, which could not cover up expenses.
The aforesaid has resulted in loss of Rs.241.15 crores during the year under review and consequent non-maintenance of prescribed Net Owned Fund and leverage as per RBI Directions. The Company is making conscious efforts for recovery of Rs.1200 lakhs, increasing its Net Owned Fund and reducing leverage. In this regard, the Company has represented to RBI and sought additional time for the financial year 2016-2017 for compliance of RBI directions.
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
Till date of the Board''s report, the Company could not recover trade receivable of Rs.1200 lakhs. As a result of this, the Statutory Auditors of the Company in Limited Review Report for the first quarter ended 30th June, 2016 has opined that trade receivable of Rs.1200 lakhs of the Company are doubtful of recovery. However, the Company is of the view that the Company will be able to recover the said trade receivable.
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 identification 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 qualification, 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 Director 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 in 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 21st March, 2016.
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 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.
Significant and material orders passed by the regulators
During 2014-2015, 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 and under control of 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 had filed an appeal before Securities Appellate Tribunal (''SAT'') challenging the aforesaid order. SAT, on March 21, 2016, has set aside the impugned order and remanded the matter to SEBI for fresh decision on merits.
Internal financial controls
The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory and Internal Auditors and cover key business areas. Significant audit observations and follow up actions thereon, if any, are reported to the Audit Committee and the Board. The Audit Committee and the Board review adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and/ or systems. These systems provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.
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
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 Companies Act, 2013.
Mr. Kuntiprakash Inani resigned as Chief Financial Officer of the Company with effect from 1st February, 2016, due to his preoccupation.
Mr. Nilesh Rawat (DIN: 06705140) Director, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.
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 financial year under review.
Particulars of Loans, Guarantees or Investments
The provisions of Section 186 of the Act pertaining to investment and lending activities are not applicable to the Company since the Company is 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 substitution |
None |
(iii) |
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- |
None |
|
(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
During the financial year 2015-16, the Company neither earned any foreign exchange in terms of actual inflows nor there any foreign exchange outgo in terms of actual outflows.
Directors'' Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm 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 financial year ended on 31st March, 2016 and of the 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 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 financial controls to be followed by the Company and that such internal financial 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 Regulation 15 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, various compliances
relating to corporate governance shall not be mandatory to a Company having its paid up equity share capital not exceeding
Rs. 10 crore and Net Worth not exceeding Rs. 25 crore as on last day of the previous financial year.
Since the paid up Equity Share capital and Networth of the Company was not exceeding Rs. 10 crores and Rs. 25 crores respectively, the Company was not required to comply with the requirement relating to corporate governance. Accordingly, 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 Roselabs Finance Limited
Sd/- Sd/-
Nilesh Rawat Purnima Pavle
Managing Director Director
DIN: 06705140 DIN: 06705133
Registered Office
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.roselabsfinancelimited.in
CIN No: L67120GJ1995PLC024070
Email: [email protected]
Place: Mumbai
Date: 2nd September, 2016
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: [email protected]
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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