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Rose Merc. Ltd.

BSE: 512115 Sector: Others
NSE: N.A. ISIN Code: INE649C01012
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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 2016.

Financial Results: (Amt in Rs.)
Particulars F.Y. 2015-16 F.Y. 2014-15
Revenue from operations - -
Other Income 5627207 3583239
Total Income 5627207 3583239
Operating expenditure 1031764 1082523
Earnings before interest tax depreciation and amortization (EBITDA) 4595443 2494993
Less: Finance costs 4096336 2038944
Depreciation and amortization expense - 5723
Profit before tax 499107 456049
Less: Tax expense 155000 143910
Profit for the year (PAT) 344107 312139
Balance brought forward from previous year 14316264 14004126
Balance carried to balance sheet 14660371 14316264

YEAR AT A GLANCE:

Financial Performance:

In the financial year 2015-16 the Company has not carried out any business activities.The total income of the Company was stood at Rs. 5627207/- as against Rs. 3583239/-showing 57% increase in the income of the Company. The Profit before tax for the financialyear 2015-16 stood at Rs. 499107/- as against that of 456049/- for previous yearmaking net profit for the financial year 2015-16 Rs. 344107/- as against profit of Rs.312139/- for the previous 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 2015-16.

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. However the Companyhas not carried out any business activities during the financial year 2015-16.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The Board of the Company comprises three Directors out of which two are PromoterExecutive Directors and one is non-promoter Independent Director.

The table below provides the composition of the Board as at March 31 2016 theirattendance at Board meetings & AGM and number of directorship chairmanship/membershipin committee across companies 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 Atten dance at the last AGM No. of Shares held & % holding (of the Company)
Mr. Viren Vora August 24 2002 03 C-1 M-1 7 Yes Nil
Mr. Kirti Savla October 5 2001 01

M-2

7 Yes 7200 (0.72%)
Mr. Mayur Parikh August 1 2014 08 C-4 M-4 7 No Nil

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

The composition of Board does not fulfill the requirements of the Companies Act 2013.However Directors of the Company are taking steps to comply the requirement of theCompanies Act 2013. Further in pursuance of Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company is exempted from requirement of having composition ofBoard 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 require to discuss and decide on various business policies strategies and otherbusinesses. The Board meetings are generally held at corporate office of the Company.

During the year under review Board of Directors of the Company met 7 times viz April27 2015 May 30 2015 July 27 2015 September 4 2015 October 26 2015 January 272016 and March 25 2016.

During the year the Board of Directors has not passed any resolutions throughcirculation.

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has one NonPromoter Independent Directors.

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013.

Information on Directorate:

During the financial year 2015-16 there was no change in the constitution of theBoard.

However after the closure of financial year The Company has received a special noticeunder Section 160 of the Companies Act 2013 proposing the candidature of ShakuntlaDevendra Shah for the post of Independent Directors and resolution to that effect has beenproposed for the approval of Members. The Board of Directors of the Company recommends herappointment as Woman Independent Director of the Company for the 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. Viren Vora retires by rotation at the ensuing annualgeneral meeting. He being eligible has offered himself for re-appointment as such. TheBoard of Directors recommends his appointment on the Board.

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/ appointment as Director are also annexed to the Noticeconvening the annual 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 not appointed Key Managerial Personnel as required under Section 203 ofthe 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.

• The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

• The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

• The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of 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 2016 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 2016 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 BOARD:

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 2013. Audit Committee meeting is generally held one 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 on April 272015 May 30 2015 July 27 2015 October 26 2015 and January 27 2016.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name Designation

Number of meetings during the financial year 2015 -16

Held Attended
Mr. Viren Vora Chairman 5 5
Mr. Mayur Parikh Member 5 5
Mr. Kirti Savla Member 5 5

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 2015.

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 reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available at the registered office of the Company for inspectionof 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 two Meetings of Nomination andRemuneration Committee were held on October 26 2015 and March 25 2016 respectively.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name Designation

Number of meetings during the financial year 2015 -16

Held Attended
Mr. Kirti Savla Chairman 2 2
Mr. Viren Vora Member 2 2
Mr. Mayur Parikh Member 2 2

Nomination and Remuneration Policy:

The Company has adopted Nomination and Remuneration Policy in accordance with Section178 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 2015-16 is provided in Form MGT-9 which is the part of thisreport.

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 AnnualReport; Dividend Warrants; etc. During the year under review Stakeholder's Grievance& Relationship Committee met 4 (Four) times on May 30 2015 July 27 2015 October26 2015 and January 27 2016.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name Designation

Number of meetings during the financial year 2015 -16

Held Attended
Mr. Mayur Parikh Chairman 4 4
Mr. Viren Vora Member 4 4
Mr. Kirti Savla Member 4 4

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 2016.

SHARE CAPITAL:

The Paid up Equity Share Capital as at March 31 2016 stood at Rs. 99.60 Lakh. Duringthe year under review the Company has not issued any Share Capital.

PARTICULARS OF LOANS GUARANTEES AND 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.

TRANSACTIONS WITH RELATED 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 is provided in ManagementDiscussion 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 312016 to the date of this Report. DISCLOSURE OF REMUNERATION:

The details of remuneration/sitting fees paid to Executive Director of the Companyduring the financial year 2015-16 is provided in Form MGT-9 which is the part of thisreport.

EXTRACT OF ANNUAL RETURN:

As provided under section 92(3) of the Act the extract of annual return is given in AnnexureI 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 no incidences 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 minimize 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. J. K. Shah & Associates Chartered Accountants Mumbai (FRN: 109605W) isacting as Statutory Auditor of the Company. The Members of the Company had in its lastAnnual General Meeting appointed M/s. J.K. Shah & Associates Chartered AccountantsMumbai to hold office from the conclusion of the 31st Annual General Meeting till theconclusion of the 33rd Annual General Meeting subject to ratification of appointment bythe members in the ensuing Annual General Meeting.

M/s. J. K. Shah & Associates Chartered Accountants Mumbai has submitted theirunwillingness to be reappointed as Statutory Auditor of the company. M/s. Doshi Maru &Associates Chartered Accountant Jamnagar (FRN: 0112187W) has shown their willingness tobe appointed as statutory auditor of the Company from the conclusion of ensuing annualgeneral meeting till the conclusion of 33rd annual general meeting. The Boardof Directors recommends their appointed as statutory auditor of the Company.

The Auditors' Report for financial year 2015-16 is self explanatory and does notcontain any qualification reservation or adverse remark. The Auditors' Report is enclosedwith the financial 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 2015-16 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial AuditReport for the financial year 2015-16 is annexed to this report as an Annexure II.The secretarial audit report contains remark with regards to non-appointment of requisitenumber of Independent Directors and Woman Director on the Board. Further the report alsocontains remark with regard to non-appointment of Key Managerial Personnel.

Your Directors state that the Company is in-operative and therefore suchnon-compliances has been occurred. Your Company is in process to rectify thenon-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 section 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) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;

(vii) Information on subsidiary associate and joint venture 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-operationand support extended by the banks government business associates and the shareholdersfor their 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 2016 DIN:01446499 DIN:02003878