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Rose Merc. Ltd.

BSE: 512115 Sector: Others
NSE: N.A. ISIN Code: INE649C01012
BSE 05:30 | 01 Jan Rose Merc. Ltd
NSE 05:30 | 01 Jan Rose Merc. Ltd

Rose Merc. Ltd. (ROSEMERC) - Director Report

Company director report

To the Members(s)

The Board of Directors hereby submits the report of the business and operations of yourCompany ( the Company or RML) along with the audited financial statements for thefinancial year ended March 31 2017.

Financial Results:

(Amt in Rs.)
Particulars F.Y. 2016-17 F.Y. 2015-16
Revenue from operations 8457795 -
Other Income 1896898 5627207
Total Income 10354693 5627207
Operating expenditure 8008386 1031649
Earnings before interest tax depreciation and amortization (EBITDA) 2346307 4595558
Less: Finance costs 1800114 4096451
Depreciation and amortization expense - -
Profit before tax 546193 499107
Less: Tax expense 169000 155000
Profit for the year (PAT) 377193 344107
Balance brought forward from previous year 14660371 14316264
Less: Income Tax written off 64198 -
Balance carried to balance sheet 14973366 14660371

YEAR AT A GLANCE:

Financial Performance:

In the financial year 2016-17 the Company has generated the revenue from the tradingof goods. The Company has earned total income of Rs. 10354693/- as against total incomeof Rs. 5627207/-. The total income of the Company was increase by 54% over the previousfinancial year. The Profit before tax of the Company for the financial year 2016-17 stoodat Rs. 546193/- as against that of 499107/- for previous year making net profit of Rs.377193/- for the financial year 2016-17 as against profit of Rs. 344107/- for theprevious financial year.

Dividend:

To conserve the resources for future prospect of the Company your Directors show theirinability to recommend and declare any dividend for the financial year 2016-17.

Amount transferred to reserve:

During the year the Company has not apportioned any amount to other reserve. Theprofit earned during the year has been added to the carry forward credit balance of Profitand Loss account.

Change in Nature of Business:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The Board of the Company comprises four Directors out of which two are PromoterExecutive Directors and two are Non-Promoter Independent Director. The table belowprovides the composition of the Board as on date of this report their attendance at Boardmeetings & AGM and number of directorship chairmanship/membership in committee acrosscompanies in which he/she is Director.

Name of the Director Date of Appointment No. of Directorship Held in all the companies in India No. of committees of which Member(M)/ Chairman (C)* Board meeting attended in F.Y. 2016-17 Atten dance at the last AGM No. of Shares held & % holding (of the Company)
Mr. Viren Vora August 24 2002 3 M-2 7 Yes Nil
Mr. Kirti Savla October 5 2001 1 7 Yes 7200 Equity Shares (0.72%)
Mr. Mayur Parikh August 1 2014 7 C-5 M-3 7 Yes Nil
Mrs. Shakuntla Shah September 30 2016 1 M - 2 4 Yes Nil

*Committee includes Audit Committee and Stakehol ders Grievances & RelationshipCommittee as provided in SEBI (LODR) Regulations 2015.

The company fulfills the requirements related to the provision of composition of Boardspecified under the Companies Act 2013. Further in pursuance of Regulation 15(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company is exempted from complying with the requirement of havingcomposition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

Board Meeting:

Regular meetings of the Board are held at least once in a quarter inter-alia toreview the quarterly results of the Company. Additional Board meetings are convened asand when requires for discussing and deciding on various business policies strategies andother businesses. The Board meetings are generally held at registered office of theCompany. During the year under review Board of Directors of the Company met 6 times vizMay 27 2016 July 22 2016 September 5 2016 October 1 2016 November 11 2016January 27 2017 and March 24 2017. During the year the Board of Directors has notpassed any resolutions through circulation.

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Non -Promoter Independent Directors in line with the Companies Act 2013.A separate meeting of Independent Directors was held on March 24 2017 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board. The Company has received necessarydeclaration from each independent director under Section 149 (7) of the Companies Act2013 that they meet the criteria of independence laid down in Section 149 (6) of theCompanies Act 2013.

Information on Directorate:

During the financial year 2016-17 the Company ha d received a special notice underSection 160 of the Companies Act 2013 proposing the candidature of Mrs. Shakuntla Shahfor the post of Independent Directors. The Members of the Company in their last AnnualGeneral Meeting held on September 30 2016 has appointed her as Woman IndependentDirector of the Company for a period of 5 years w.e.f. September 30 2016.

Further in accordance with the provisions of the Articles of Association and Section152 of the Companies Act 2013 Mr. Kirti Savla retires by rotation at the e nsuingannual general meeting. He being eligible has offered himself for re-appointment assuch. The Board of Directors recommends his re-appointment on the Board. In addition theBoard of Directors of the Company has appointed Mr. Kirti Savla as Managing Director ofthe company w.e.f. September 1 2017.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking re-appointment as Director are also annexed to the Notice convening theannual general meeting.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company andnone of the Director of the Company is holding position as Independent Director in morethan 7 Listed Company. Further none of the Directors of the Company is disqualified forbeing appointed as Director as specified in Section 164 (2) of the Companies Act 2013.

Key Managerial Personnel:

The Company has appointed Mr. Kirti Savla as Managing Director of the Company. Furtherthe Company is in process to appoint requisite Key Managerial Personnel as required underSection 203 of the Companies Act 2013.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act. o Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. o The performance ofthe committees was evaluated by the board after seeking inputs from the committee memberson the basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. o The board and the nomination and remuneration committeereviewed the performance of the individual directors on the basis of the criteria such asthe contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role.

Directors' Responsibility Statement:

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2017 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts for the year ended March 31 2017 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOA RD:

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of theCompanies Act 20 13. Audit Committee meeting is generally held once in quarter for thepurpose of recommending the quarterly/half yearly/ yearly financial result and the gapbetween two meetings did not exceed one hundred and twenty days. Additional meeting isheld for the purpose of reviewing the specific item included in terms of reference of theCommittee. During the year under review Audit Committee met 5 (Five) times viz May 272016 July 22 2016 September 5 2016 November 11 2016 and January 27 2017. Thecomposition of the Committee and the details of meetings attended by its members are givenbelow:

Name Designation Number of meetings during the financial year 2016 -17
Held Attended
Mr. Viren Vora Chairman 5 5
Mr. Mayur Parikh Member 5 5
Mr. Kirti Savla* Member 3 3
Mrs. Shakuntla Shah^ Member 2 2

* up to September 30 2016

^ w.e.f. October 1 2016

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Mr. Viren Vora the Chairman of the Committee had attended last AnnualGeneral Meeting of the Company held on September 30 2016. Further Mr. Mayur Parikh hasbeen designated as Chairman of the Committee w.e.f. September 5 2017 in place of Mr.Viren Vora and accordingly Mr. Viren Vora has been designated as Member of the Committee.Recommendations of Audit Committee have been accepted by the Board wherever given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company s Code of Conduct.Further the mechanism adopted by the Company encourages the

Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and alsoprovides for direct access to the Chairman of the Audit Committee in exceptional cases.The functioning of vigil mechanism is reviewed by the Audit Committee from time to time.None of the Whistle blowers has been denied access to the Audit Committee of the Board.The Whistle Blower Policy of the Company is available at the registered office of theCompany for inspection of the Members of the Company.

B. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meetings are generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removal. During the year under review Nomination and RemunerationCommittee met 2 (two) times viz September 5 2016 and March 24 2017. The composition ofthe Committee and the details of meetings attended by its members are given below:

Name Designation Number of meetings during the financial year 2016 -17
Held Attended
Mr. Kirti Savla* Chairman 1 1
Mrs. Shakuntla Shah^ Chairman 1 1
Mr. Viren Vora Member 2 2
Mr. Mayur Parikh Member 2 2

* up to September 30 2016

^ w.e.f. October 1 2016

Nomination and Remuneration Policy:

The Company has adopted Nomination and Remuneration Policy in accordance with Section17 8 of the Companies Act 2013 which is available for the inspection of Members at theregistered office of the Company.

Remuneration of Directors:

The details of remuneration/sitting fees paid to Executive Director of the Companyduring the financial year 2016-17 is provided in Form MGT-9 which is the part of thisreport.

Disclosure of Remuneration:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 none of theemployee of the Company is drawing remuneration in excess of limit specified in said rule.There has been no Key Managerial Personnel in the Company during the financial year2016-17.

C. Stakeholder's Grievance & Relationship Committee:

The Company has constituted Stakeholder s Grievance & Relationship Committee mainlyto focus on the redressal of Shareholders / Investors Grievances if any like Transfer /Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report;Dividend Warrants; etc. During the year under review

Stakeholder s Grievance & Relationship Committee met 4 (Four) times on May 272016 July 22 2016 November 11 2016 and January 27 2017. The composition of theCommittee and the details of meetings attended by its members are given below:

Name Designation Nu mber of meetings during the financial year 2016-17
Held Attended
Mr. Mayur Parikh Chairman 4 4
Mr. Viren Vora Member 4 4
Mr. Kirti Savla* Member 2 2
Mrs. Shakuntla Shah^ Member 2 2

* up to September 30 2016

^ w.e.f. October 1 2016

PUBLIC DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2017.

SHARE CAPITA L:

The Paid up Equity Share Capital as at March 31 2017 stood at Rs. 99.60 Lakhs. Duringthe year under review there has been no change occurred in the share capital of theCompany.

PARTICULARS OF LOA NS GUA RA NTEES A ND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement.

TRA NSACTIONS WITH RELA TED PARTIES:

The Company has not entered into any transaction with our related parties of theCompany which is falling within the purview of Section 188 of the Act. Thereforeinformation on transactions with related parties pursuant to section 134 (3) (h) of theAct read with rule 8 (2) of the Companies (Accounts) Rules 2014 are not applicable to theCompany.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details on Internal Financial Control and their adequacy are provided in ManagementDisc ussion and Analysis Report.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312017 to the date of this Report.

EXTRACT OF ANNUAL RETURN:

As provided under section 92(3) of the Act the extract of annual return is given in Annexure1 in the prescribed Form MGT-9 which forms part of this report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. During the year under review there were noincidences of sexual harassment reported.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to mini mize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company is not manufacturing unit and carried out any business activitiesthe disclosure related to information to be disclosed under section 134 (3) (m) of the Actread with the Companies (Accounts) Rules 2014 is not applicable to the Company.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governancealthough the Company is not required to follow certain Regulations of Listing Regulationsas the Company is fulfilling the exemption criteria provided in Regulation 15 (2) of theListing Regulation.

However Company is complying with few of the exempted regulations voluntarily anddetails of same are provided in this report under the respective heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the Listing Regulations is presented in a separate section formingpart of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Doshi Maru & Associates Chartered Accountants (FRN: 0112187W) is acting asStatutory Auditor of the Company. The Members of the Company had in its last AnnualGeneral Meeting appointed M/s. Doshi Maru & Associates Chartered Accountants (FRN:0112187W) to hold office from the conclusion of the 32nd Annual General Meetingtill the conclusion of the 33rd Annual General Meeting. Further in terms ofSection 139(2) of the Companies Act 2013 the Company cannot appoint an audit firm asauditor for more than two terms of five consecutive years. The Board of Directors hasproposed to appoint M/s. Doshi Maru & Associates Chartered Accountants (FRN:0112187W) as the Statutory Auditor of the Company to hold office from the conclusion of 33rdAnnual General Meeting till the conclusion of 37th Annual General Meeting ofthe Company subject to ratification of appointment at every subsequent Annual GeneralMeeting t o be held after 33rd Annual General Meeting of the Company.

The Auditors Report for financial year 2016-17 is self explanatory and does not containany qualification reservation or adverse remark. The Auditors Report is enclosed with thefinancial statements in this Annual Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR AND THIEIR REPORT:

The Company has appointed Mr. Anand Lavingia Practicing Company Secretaries toconduct the secretarial audit of the Company for the financial year 2016-17 as requiredunder Section 204 of the Companies Act 2013 and Rules there under. The Secretarial AuditReport for the financial year 2016-17 is annexed to this report as an Annexure 2.The secretarial audit report contains remark with regards to non-appointment of KeyManagerial Personnel and Internal Auditor. Your Directors state that the Company isin-operative and therefore such non-compliances has been occurred. Your Company is inprocess to rectify the non-compliances and achieving the status of compliant Company.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in secti on 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review; (i) Issue of Equity Shares withdifferential rights as to dividend voting or otherwise; (ii) Issue of shares (includingsweat equity shares) to employees of the Company under any scheme save and ESOS; (iii)Annual Report and other compliances on Corporate Social Responsibility; (iv) There is norevision in the Board Report or Financial Statement; (v) No significant or material orderswere passed by the Regulators or Courts or Tribunals which impact the going concern statusand Company s operations in future; (vi) Information on subsidiary associate and jointventure companies.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.Your Directors also take this opportunity to place on record the valuable co-operation andsupport extended by the banks government business associates and the shareholders fortheir continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

For Rose Merc Limited
Viren Vora Kirti Savla
Place: Mumbai Director Director
Date: September 5 2017 DIN: 01446499 DIN: 02003878