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Rosekamal Textiles Ltd.

BSE: 512309 Sector: Others
NSE: N.A. ISIN Code: INE392F01012
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Rosekamal Textiles Ltd. (ROSEKAMALTEXT) - Director Report

Company director report


The Members of

Rosekamal Textiles Limited

Your Directors have pleasure in submitting their 32nd Annual Report togetherwith the audited financial statements of the Company for the financial year ended 31stMarch 2017.

1. Financial Summary or performance of the company:

(Amount in Rs.)
2016-17 2015-16
Net Sales/Income from operations 203780 229145
Other Income (137713) 162614
Total Income 66067 391759
Profit/(Loss) before depreciation (654034) (305064)
Less: Depreciation 0 0
Add/(Less) : Exceptional items (2452950) 0
Profit/(Loss) before Tax (3106984) (305064)
(Add)/Less: Provision for Tax/adjustment 0 0
Net Profit/(Loss) after Tax (3106984) (305064)

2. Dividend

Considering the loss incurred by the Company your Directors do not recommend anydividend on equity shares for the year.

3. Transfer to reserves

The opening and closing balance of General Reserve was Rs.59105787/- andRs.55998803/-. During the year Company has transferred Net loss of Rs.3106984/- fromProfit & Loss.

4. Share Capital

The Issued Subscribed and Paid-up equity share capital as on 31st March 2017 was?100.00 Lacs. There was no public issue rights issue bonus issue or preferential issueetc. during the year. The Company has not issued shares with differential voting rightssweat equity shares nor has it granted stock options. As on 31st March 2016 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.

5. Transfer of unclaimed dividend to Investor Education and Protection Fund

In terms of Section 125 of the Companies Act 2013 any unclaimed or unpaid Dividendrelating to the financial year 2008-2009 is due for remittance on 27/11/2016 to theInvestor Education and Protection Fund established by the Central Government. Company hastransferred  Rs. 515/- unclaimed dividend to Investor Protection Fund on 23/12/2016.

6. Review of Operations

During the year under review the net sales/income from business operation of yourCompany marginally decreased at  Rs. 203780 as against  Rs. 229145 in theprevious year. The year under review witnessed lower demand growth and the downturncontinued in the textile industry due to oversupply situation. The profitability of theCompany was adversely affected and the loss for the year 2016-17 increased from  Rs.305064 to  Rs. 654034.

7. Material Changes between the date of the Board report and end of financial year.

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report

8. Conservation of energy technology absorption foreign exchange earnings and outgo:

The provisions of Section 134(m) of the Companies Act 2013 is not applicable to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.

9. Statement concerning development and implementation of risk management policy of theCompany

The Company has formalized risk management system by formulating and adopting RiskManagement Policy to identify evaluate and minimize the business risk in theorganization.

10. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

11. Particulars of loans guarantees or investments under section 186:

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

12. Particulars of contract or arrangements under section 188:

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

13. Explanatory or comments on qualifications reservations or adverse remarks ordisclaimers made by the auditors and the practicing Company Secretary in their reports

There were no qualifications reservations or adverse remarks made by either by theStatutory Auditors or by the Secretarial Auditors in their respective reports.

14. Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of section 178;

The Company's Policy relating to appointment of Directors payment of Managerialremuneration and other related matters as provided under Section 178(3) of the CompaniesAct 2013 are as under :

a. Policy on Directors appointment is to follow the criteria as laid down under theCompanies Act 2013 and the Listing Agreement with Stock Exchanges and good corporatepractices. Emphasis is given to persons from diverse fields or professionals.

b. The Company has formulated the remuneration policy for its KMP and other employeeskeeping in view the level and composition of remuneration as reasonable. Ensuring thatremuneration meets the performance benchmark and it reflects long term performanceobjectives.

c. For Directors it is based on the shareholders resolutions provisions of theCompanies Act 2013 and rules framed therein circulars and guidelines issued by theCentral Government and other authorities from time to time. However No remuneration hasbeen given to any Directors during the year.

d. Details as required under Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is annexed as per Annexure - A.

15. Extracts of Annual Return in Form MGT-9

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure- B. and is attached to this Report.

16. Number of meeting of the Board:

The Board of Directors have met 9 (nine) times during the financial year ended 31stMarch 2017. On 30/05/2016 26/07/2016 01/09/2016 25/10/2016 27/11/2016 24/01/201709/02/2017 15/03/2017 & 16/03/2017.

17. Directors' Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors state that :

a. in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b. the Directors have 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 as at March 31 2017 and of the loss ofthe Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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.

e. the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

18. Subsidiaries Joint Ventures and Associates Companies

The Company does not have any Subsidiary Joint venture or Associate Company.

19. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

20. Directors

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Alok P. Shah Director of the Company retire at theensuring Annual General Meeting and being eligible have offered herself forre-appointment. The Company devised a policy for performance evaluation of IndependentDirectors Board Committees and other individual Directors which include criteria forperformance evaluation of the non-executive directors and executive directors.

21. Declaration by Independent Directors

As required under Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from all the Independent Directors of the Company confirming they meet thecriteria of independence as prescribed under the Act.

22. Statutory Auditor

Messrs A. M. Modi & Associates Chartered Accountants Statutory Auditors of theCompany will retire from the office of the Auditors and being eligible offer themselvesfor re-appointment. Their remuneration for the current year is to be fixed by you.

23. Secretarial Auditor

The Board has appointed Mr. Jigar K. Vyas Practicing Company Secretary to conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2016 is annexed herewith to this Report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

24. Particulars of employee and related disclosure

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 there was no employee drawing the remuneration in excess of thelimits set out in the said rules.

25. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board ofDirectors of the Company have appointed M/s Aadil Aibada & Associates CharteredAccountant as Internal Auditors of the Company for the financial year 2017-18.

26. Disclosure of composition of audit committee and providing VIGIL mechanism

The Audit Committee comprises Independent Directors namely Shri Ketan ArunchandraJariwala and Shri Harish Balvantrai Bharucha. All the recommendations made by the AuditCommittee were accepted by the Board.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

27. Nomination and Remuneration Policy

On recommendation of Nomination and Remuneration Committee the Board of Directors haveapproved a Nomination and Remuneration Policy for the appointment and remuneration of thedirector key managerial personnel (KMP) and other employees.

28. Change in the nature of Business

The provision under rule 8 (5) (ii) of Companies (Accounts) Rules 2014 there is nochange in the nature of business during the year.

29. Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future

The provision under Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 there is noany Significant and Material order passed during the year.

30. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

The provision of Section 134(3)(ca) and Section 143 (12) as per Companies AmendmentAct 2015 Company has adequate internal financial control during the year.

31. Details regarding fraud which have been reported to the Audit Committee/ Board butnot to the Central Government as per revised Section 143(12) should be disclosed in theBoard's report in such manner as may be prescribed

The provision of Section 134(3)(ca) and Section 143 (12) as per Companies AmendmentAct 2015 no fraud reported during the year.


• Buy Back of Securities

The Company has not offered any buyback of securities during the year under review.

• Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

• Bonus Shares

No Bonus Shares were issued during the year under review.

• Employee stock option plan

The Company has not provided any Stock Option Scheme to the employees.

• Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights.

33. Acknowledgements

The Directors wish to place on record their appreciation for the continued support andco-operation extended to your Company its bankers customers suppliers governmentauthorities regulatory authorities and other stake holders.

Your Directors also acknowledge the support extended by the employees and the guidanceby the members on the Board.

By Order of the Board of Directors

Alok Praful Shah


DIN - 00218180

Place : Surat

Date : May 29th 2017.