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Roselabs Finance Ltd.

BSE: 531324 Sector: Financials
NSE: N.A. ISIN Code: INE475C01012
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VOLUME 200
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P/E
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 22.30
Sell Qty 100.00
OPEN 20.20
CLOSE 21.25
VOLUME 200
52-Week high 58.90
52-Week low 19.35
P/E
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 22.30
Sell Qty 100.00

Roselabs Finance Ltd. (ROSELABSFIN) - Director Report

Company director report

BOARD'S REPORT

Dear Members

The Directors are pleased to present the 23th Annual Accounts of theCompany along with the audited financial statements for the financial year ended March31 2017.

1. Financial Results

( Rs. in lakhs)

particulars For the financial year ended March For the financial year ended March
31 2017 31 2016
Revenue from operations 238.21 820.94
Total Expenses 381.20 1062.09
Profit/(Loss) Before Tax (142.99) (241.15)
Less: Prior period taxation adjustments - 1.06
Net Profit/(Loss) for the year (142.99) (240.09)

2. Financial performance and the state of the Company's affairs Highlights of theCompany's performance for the FY 2016-17

During the year your Company posted a total revenue of Rs. 238.21 lakhs as against Rs.820.94 lakh during the previous financial year. During the year loss has reduced to Rs.142.99 lakh as against of Rs. 240.09 lakh during the previous financial year due tooptimization in operational cost.

Voluntary exit from NBFC business

Pursuant to a review of the business strategy the Board at its meeting held on June30 2017 decided to discontinue non-banking financial business and apply for voluntaryderegistration of the Company's Certificate

Financial Institution granted by RBI under section 45-IA of the RBI Act 1934. TheCompany vide its letter dated July 03 2017 has applied for the same. The Board willcontinue to evaluate alternate business lines for the Company in different sector.

3. Dividend

The Directors do not recommend payment of dividend on equity shares for the financialyear ended March 31 2017.

4. Extract of annual return

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isannexed as Annexure-I.

5. Directors and key managerial personnel

Ms. Sanjyot Rangnekar was appointed as Additional Director of your Company effectiveApril 19 2017.

Mr. Nilesh Rawat who was appointed as Managing Director of the Company on October 112013 completed his tenure of 3 years on October 11 2016 and accordingly he ceased to bethe Managing Director of the Company. However he continues to be a Director of theCompany. The Board at its meeting held on May 30 2017 re-appointed Mr. Rawat asManaging Director effective from the same.

Ms. Purnima Pavle resigned as Director of your Company effective May 30 2017. TheBoard places on record its appreciation for the services rendered by her during her tenureas Director. She was appointed as Chief Financial Officer by the Board effective May 302017.

In terms of Section 149 of the Act Mr. Santosh Kumar Ojha and Mr. Prakash GanapathiBhat are the Independent Directors of your Company. The Company has received declarationsfrom all the Independent Directors confirmingthat they meet the criteria of independenceas prescribed under the Act. In accordance with the provisions of Section 149(4) theseDirectors are being appointed as Independent Directors mentioned in the notice of theforthcoming Annual General Meeting of the Company. In terms of Section 203 of the Act thefollowing are the Key Managerial Personnel of the Company:

Mr. Maninder Chhabra Manager

Mr. Vishal Ghadigaonkar Chief Financial

Mr. Jitendra Prasad Company Secretary

6. Board and Committees of the Board Board meetings

The Board of your Company has a good mix of Executive and Non-Executive Directors withhalf of the Board of the Company comprising of Independent Directors. Mr. Santosh OjhaChairman of the Board is an Independent Director. As on date of this Report the Boardcomprises four directors including one Executive Director one Non-Executive director andtwo independent directors. The composition of the Board represents an optimal mix ofprofessionalism knowledge and experience and enables the Board to discharge itsresponsibilities and provide effective leadership to the business. None of the Directorsof your Company are inter-se related to each other.

Dates for Board meetings in the ensuing year are decided in advance and circulated toall Directors. The agenda for each meeting along with detailed notes is circulated inadvance to the Directors.

Five Board meetings were held during the year and the gap between two meetings did notexceed 120 days. These were held on May 30 2016 August 10 2016 September 02 2016November 11 2016 and February 07 2017.

Attendance of Directors during FY 2017:

Sr. No. Name of Director(s) Category of Directorship Number of Meetings which the director was entitled to attend Number of Meetings attended
1. Mr. Santosh Ojha Independent Non- 5 5
Executive
2. Mr. Prakash Bhat Independent Non- 5 5
Executive
3. Ms. Purnima Pavle1 Non-Independent Non- 5 5
Executive
4. Mr. Nilesh Rawat2 Non-Independent Non- 5 5
Executive
5. Ms. Sanjyot Rangnekar3 Non-Independent Non- N.A. N.A.
Executive

1 Ms. Pavle resigned from the Board on May 30 2017 and was appointed as ChiefFinancial Officer effective on the same day.

2 Mr. Rawat was re-appointed as the Managing Director of the Company effective May 302017.

3 Ms. Rangnekar appointed as the Additional Director of the Company effective April 192017.

Committees of the Board Audit Committee

Currently this Committee comprises the following:

Mr. Santosh Ojha Chairman

Mr. Prakash Bhatt

Ms. Sanjyot Rangnekar

All members are financially literate and bring in expertise in the fields of financeeconomics development strategy and management.

The Committee met 5 times during the year and the gap between two meetings did notexceed 120 days. These meetings were held on May 30 2016 August 10 2016 September 022016 November 11 2016 and February 07 2017.

The attendance details of the Committee meetings are as follows:

Sr. Name of Members Category Total no. of meetings attended No.

1. Mr. Santosh Ojha Independent 5 Non-Executive

2. Mr. Prakash Bhat Independent 5 Non-Executive

3. Ms. Purnima Pavle1 Non-Independent 5 Non-Executive

4. Ms. Sanjyot Rangnekar1 Non-Independent N.A.

Non-Executive

1Since Ms. Pavle resigned from the Board effective May 30 2017 she ceased to bemember of inducted in her place effective May 30 2017.

Nomination & Remuneration Committee

In accordance with the provisions of Section 178 of the Companies Act 2013 the Boardhas constituted a Nomination and Remuneration Committee.

Currently this Committee comprises the following:

Ms. Sanjyot Rangnekar Chairman

Mr. Prakash Bhat

Ms. Santoshkumar Ojha

The Committee met once during the year on February 07 2017. The attendance details ofthe Committee meetings are as follows:

. Name of Members Category Total no. of meetings attended
1. Ms. Sanjyot Rangnekar1 Non-Independent N.A.
Non-Executive
2. Mr. Santoshkumar Ojha Independent 1
Non-Executive
3. Mr. Prakash Bhat Independent 1
Non-Executive
4. Ms. Purnima Pavle1 Non-Independent 1
Non-Executive

1Since Ms. Pavle resigned from the Board effective May 30 2017 she ceased to bemember of the Committee effective the same. Ms. Rangnekar was inducted into the Committeein her place effective May 30 2017.

Stakeholders Relationship Committee

Currently this Committee comprises the following:

Ms. Sanjyot Rangnekar Chairman

Mr. Santoshkumar Ojha

Mr. Prakash Bhat

During the year the Committee met 4 times. These were held on May 30 2016 August 102016 November 11 2016 and February 07 2017. The attendance details of Directors are asfollows:

Sr. Name of Members Category Total no. of meetings attended
1. Ms. Sanjyot Rangnekar1 Non-Independent N.A.
Non-Executive
2. Mr. Prakash Bhat Independent 4
Non-Executive
3. Mr. Santoshkumar Ojha Independent 4
Non-Executive
4. Ms. Purnima Pavle1 Non-Independent 4
Non-Executive

1Since Ms. Pavle resigned from the Board effective May 30 2017 she ceased to bemember of the Committee effective inducted into the Committee in her place effective May30 2017.

7. Board evaluation

The Board of Directors carried out an annual evaluation of its own performance boardcommittees and individual directors pursuant to the provisions of the Act and the Listingregulations. Performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings.

In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.

The policy on directors' appointment and remuneration for Directors Key ManagerialPersonnel and Senior Management Personnel including policy for performance evaluation ofIndependent Directors Board Committees and other individual Directors is attached as AnnexureII.

8. Auditors & Audit Report Auditors

MSKA Associates (F.K.A. MZSK & Associates) Chartered Accountants (FirmRegistration No. 105047W) the statutory auditors of your Company hold office th AGM tobe held in the year 2021 subject to ratification at every AGM. untilthe

The Members year on year will be requested to ratify their appointment as Auditorand to authorize the Board of Directors to fix their remuneration. In this connection theproposal for ratification of Auditors is mentioned in the notice of the forthcoming AnnualGeneral Meeting of the Company.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There is no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.

Auditors' Report

The Auditor's Report does not contain any qualifications reservations or adverseremarks.

Secretarial Audit

M/s. Shravan A. Gupta and Associates Practicing Company Secretary was appointed asSecretarial Auditor to conduct a Secretarial Audit of records and documents of the Companyfor the financial year 2016-17. The Secretarial Audit Report confirms that the Company hasgenerally complied with the provisions of the Act Rules Regulation and Guidelines.

The Secretarial Audit Report is provided in Annexure-III. Cost Auditor andCost Audit Report

Mr. Dushyant C. Dave Cost Accountant was appointed as cost auditor to audit the costrecords of the Company for financial year 2017. In accordance with the requirement of theCentral Government and pursuant to Section 148 of the Act your Company carries out anaudit of cost accounts relating to real estate development activities every year. The Cost

Audit Report and the Compliance Report of your Company for FY16 was filed with theMinistry of Corporate Affairsthrough Extensive Business Reporting Language (XBRL) by Mr.Dushyant C. Dave Cost Accountants before the due date of 30thSeptember 2016.

9. Particulars of Loans Guarantees Security and Investment

During the year the Company was non-banking financial company registered under ChapterIIIB of the Reserve Bank of India

Act 1934 and therefore the provisions of Section 186 are not applicable to any loanmade guarantee given or security provided by the Company in terms of exemption providedu/s 186(11) (b). During the year the Company has not provided any guarantees and/orsecurities in connection with loans to other bodies corporate or person covered underSection 186 of the Companies Act 2013.

10. Related party Transactions

The transactions/contracts/arrangements falling within the purview of provisions ofSection 188(1) of the Companies Act 2013 entered by the Company with related parties asdefined under the provisions of Section 2(76) of the Companies Act 2013 during thefinancial year under review were in the ordinary course of business and have beentransacted at arm's length basis. Further there are no transactions/contracts/arrangementsentered by the Company with related party(ies) as definedunder the provisions of Section2(76) of the Companies Act 2013 during the financial year 2015-16 that are required tobe reported in Form AOC-2 and as such does not form part of the Report

11. Risk Management and Internal Controls Risk Management

Your Company has adopted a Risk Management policy which is based on three pillars:Business Risk Assessment Operational Controls Assessment and Policy Complianceprocesses.Majorrisksidentifiedby the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. The key risks and mitigating actions arealso placed before the Board of Directors of the Company.

Internal Controls and their adequacy

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of operations. These systems are routinely tested andcertified by Statutory as well as Internal Auditor and cover all offices sites and keybusiness areas. Significant audit observations and follow up actions thereon are reportedto the Board/ Audit Committee. The Board / Audit Committee reviews adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompany's risk management policies and systems. These systems provide a reasonableassurance in respect of financial and operational information complying with applicablestatutes safeguarding of assets of the Company prevention & detection of fraudsaccuracy & completeness of accounting records and ensuring compliance with corporatepolicies.

Vigil Mechanism

The Company has established a vigil mechanism process by adopting a Vigil Mechanism /Whistle Blower Policy for directors and employees. This policy outlines the procedures forreporting handling investigating and deciding on the course of action to be taken incase inappropriate conduct / behaviour is/are noticed reported or suspected. The Policyprovides for adequate safeguards against victimization of persons who use the mechanismand has a process for providing direct access to the Ombudsman in appropriate orexceptional cases.

The employees of the Company have the right to report their concern or grievance to theChairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The Vigil Mechanism/ Whistle Blower Policy is posted on the Company's website www.sanathnagar.in.

12. Holding Company Subsidiaries Joint Venture and Associates

Arihant Premises Private Limited is the holding company of the Company. During theyear there was no subsidiary joint ventures or associate companies of your Company.

13. Disclosure under section 197(12) of the companies Act 2013 and other disclosuresas per rule 5 of companies (appointment & remuneration) rules 2014

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) 2014 is attached as Annexure– V.

The provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 do not applyas there are no employees who draw remuneration in excess of the limits set out in thesaid Rules.

14. Human capital

Our Group's objective is to attract the best talent build employee capability andnurture the right culture to deliver on the business goals. We believe that an inspiredinvolved and invigorated workforce makes all the difference to being what we are today.OThe our Ggroup's vision values and Associate Value Proposition are the foundationalblocks that drive our associates to make their work meaningful. This year the focuslargely remained on strategic hiring laterally and from Premier campuses capabilitybuilding through developmental programs and sharpening our people focus by putting inplace a comprehensive Talent Management program. The objective is to provide our talentwith an environment that fosters continuous learning recognition innovation leadershipdevelopment and employee well-being. The human resources function is the prime custodianof the culture at your Company.

15. Details of conservation of energy technology absorption foreign exchange earningsand outgo

There are no particulars as required under the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respectof conservation of energy technology absorption foreign exchange earnings and outgo etc.

16. Corporate Governance and Management Discussion and Analysis Report

As the paid up equity share capital and net worth of the Company are both below thelimits specified in Regulation 15 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company is not required to furnish a corporategovernance and a Management Discussion Analysis and therefore these do not form part ofthis Report.

17. General

Your Directors state that for the financial year ended March 31 2017 no disclosure isrequired in respect of the following items and accordingly confirm as under:

a. The Company has neither revised the financial statements nor the report of Board ofDirectors

b. No cases were filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

c. There are no material changes or commitments affecting the financial position of theCompany between March 31 2017 and the date of this report.

d. The Company has not accepted any deposits during financial year 2016-17.

e. No instance of fraud has been reported to Board of Directors of the Company by theAuditors or any other person. which orders were passed by the Regulators/Courts/Tribunalswhich impact the f. Therearenosignificant going concern status and Company's operations infuture.

g. During the financial year 2016-17 there is no change in the nature of the businessof the Company.

h. There has been no issue of equity shares with differential rights as to dividendvoting or otherwise during the financial year 2016-17.

i. The Company has not issued any shares (including sweat equity shares) to employeesof the Company under any scheme during the financial year 2016-17.

18. Directors' Responsibility Statement

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

a. in the preparation of the annual accounts for the year ended March 31 2017 readwith the requirements set out under Schedule III to the Act have been followed and therehas been no material departures;

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 loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial control are adequate and were operating effectively; and

e.

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.

19. Acknowledgement

On behalf of the Directors of the Company we would like to place on record our deepappreciation to our shareholders customers business partners vendors bankersfinancial institutions and academic institutions and other stakeholders who havecontributed to the growth and performance of your Company.

By Order of the Board
For Roselabs Finance Limited
Nilesh Rawat Sanjyot Rangnekar
Managing Director Director
DIN: 06705140 DIN: 06705133
Place: Mumbai
Date: 30th June 2017