The Directors are pleased to present the 25th Annual Report of the Company along withthe audited financial statements for the financial year ended March 31 2019.
|Particulars ||2018-19 ||2017-18 |
|Revenue from operations ||- ||303.05 |
|Other income ||1.64 ||78.50 |
|Total Income ||1.64 ||381.55 |
|Finance costs ||15.20 ||165.33 |
|Total Expenditure ||43.29 ||447.23 |
|Loss before tax ||(41.65) ||(65.68) |
|Tax Expenses ||2.77 ||22.50 |
|Other Comprehensive Income ||- ||- |
|Total Comprehensive Income ||(38.88) ||(43.18) |
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
The Company had applied to Reserve Bank of India for voluntary deregistration of theCompany's Certificate of Registration as a Non-Banking Financial Institution (as grantedby RBI under section 45-IA of the RBI Act 1934 in July 2017. This was approved by RBI videorder dated July 18 2018. Pursuant to the cancellation of the Certificate ofRegistration the Company is not permitted to pursue any NBFC activity. It is thereforeproposed to pursue alternate business lines in the real estate development sector.
DIVIDEND AND RESERVES
The Board does not recommend any dividend for the financial year under review in viewof the losses sustained during the year. No amount is proposed to be transferred toreserves during the year.
As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for financial year 2018-19 is given in Annexure I inForm MGT-9 which is a part of this report.
CHANGES IN SHARE CAPITAL
There was no change in the authorized and paid-up share capital of the Company duringfinancial year 2018-19.
MAJOR EVENTS DURING THE YEAR
The Registered office of the Company has been shifted from the State of Gujaratto the State of Maharashtra on November 26 2018.
Pursuant to approvals granted by the shareholders at the previous Annual GeneralMeeting the company has changed it object clause to real estate development.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Mayank Padiya was appointed as Additional Director in the category of independentdirector for a term of five years subject to approval of members with effect from May 212018. His appointment was approved by the shareholders at the previous Annual Generalmeeting.
Mr. Santosh Kumar Ojha resigned as Director w.e.f. April 3 2018.
Mr. Mayank Jain was appointed as Chief Financial Officer w.e.f. August 8 2019. Mr.Manoj Vaishya and Ms Purnima Pavle resigned as Chief Financial Officers on May 8 2019 andJune 10 2019 respectively.
Mr. Abhijeet Shinde was appointed as Company Secretary and Compliance Officer w.e.f.November 1 2018. Mr. Mahesh Bhatt and Ms Uma Hiremath resigned as Company Secretaries onMay 21 2018 and November 1 2018 respectively.
In terms of Section 203 of the Act the following are the Key Managerial Personnel ofthe Company as on the date of this report:
Mr. Nilesh Rawat Managing Director
Mr. Mayank Jain Chief Financial Officer
Mr. Abhijeet Shinde Company Secretary & Compliance Officer
The Company has received declarations under section 149 of the Act from all independentdirectors confirming that they meet the criteria of independence prescribed under the Actand the Listing Regulations.
None of the Non-Executive Directors had any pecuniary relationship or transaction withthe Company which could potentially conflict with the interests of the Company at large.
BOARD AND BOARD COMMITTEES
Four Board meetings were held during the year; on May 21 2018 August 8 2018November 1 2018 and January 24 2019. The gap between two meetings did not exceed 120days. All directors attended all meetings held during the year.
Independent Directors' Meeting
In compliance with Schedule IV to the Act (Code for Independent Directors) and theListing Regulations the Independent Directors of the Company met separately during thefinancial year 2018-19.
The Board has constituted three committees as on March 31 2019.
As on March 31 2019 the Audit Committee comprised Mr. Mayank Padiya Chairman and Mr.Prakash Vaghela both independent directors and Ms Sanjyot Rangnekar. All Members of theCommittee have relevant experience in financial matters. Senior executives are invited toparticipate in the meetings of the Committee as and when necessary. The Managing Directorand Chief Financial Officer are permanent invitees to the meetings and the CompanySecretary acts as Secretary to the Committee. The terms of reference of the AuditCommittee are in line with the provisions of Section 177 of the Act and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.
The Audit Committee met four times during the year; on May 21 2018 August 8 2018November 1 2018 and January 24 2019. All directors attended all meetings which they wereeligible to attend during the year.
Nomination & Remuneration Committee
As on March 312019 the Nomination & Remuneration Committee comprised Mr. MayankPadiya Chairman and Mr. Prakash Vaghela both independent directors and Ms SanjyotRangnekar. The terms of reference of the Committee are in line with the provisions ofSection 178 of the Act and SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.
The Committee met twice during the year; on May 21 2018 and November 1 2018. Alldirectors attended all meetings which they were eligible to attend during the year.
Stakeholders' Relationship Committee
As on March 31 2019 the Stakeholders' Relationship Committee comprised Ms. SanjyotRangnekar Chairperson and Mr. Mayank Padiya and Mr. Prakash Vaghela both independentdirectors. The Committee met four times during the year; on May 21 2018 August 8 2018November 1 2018 and January 24 2019. All directors attended all meetings which they wereeligible to attend during the year.
The Board carried out an annual evaluation of its own performance board committeesand individual directors pursuant to the provisions of the Act and the SEBI Listingregulations. Performance of the board was evaluated after seeking inputs from all thedirectors on the basis of criteria such as board composition and structure effectivenessof board processes information and functioning etc. The performance of the committeeswas evaluated by the Board after seeking inputs from the committee members. The Board andthe Nomination and Remuneration Committee reviewed the performance of individual directorson the basis of criteria such as the contribution of the individual director to the boardand committee meetings.
In a separate meeting of independent directors performance of non-independentdirectors Chairperson and the board as a whole was evaluated taking into account theviews of executive directors and non-executive directors. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
POLICY ON NOMINATION & REMUNERATION OF DIRECTORS KMPS & OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read withPart D of Schedule II to the Listing Regulations the NRC is responsible for formulatingthe criteria for determining qualifications positive attributes and independence of aDirector. The NRC is also responsible for recommending to the Board a policy relating toremuneration of Directors Key Managerial Personnel and other employees. In line with thisrequirement the Board has adopted a Nomination and Remuneration Policy which is availableon the Company's website at www.roselabsfinancelimited.in. Salient features of the Policyare reproduced in Annexure II to this Report.
AUDITORS & AUDITOR'S REPORTS
MSKA & Associates (F.K.A. MZSK & Associates) Chartered Accountants (FirmRegistration No. 105047W) the statutory auditors of your Company hold office until theconclusion of the 27th AGM to be held in the year 2021.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Shravan A.Gupta & Associates Practicing Company Secretary was appointed as Secretarial Auditorto conduct secretarial audit for the financial year 2018-19.
The Statutory Auditor's Report for financial year 2018-19 does not contain anyqualifications reservations or adverse remarks. The Auditor's report is enclosed with thefinancial statements with this Annual Report.
The Secretarial Audit Report for financial year 2018-19 does not contain anyqualifications reservations or adverse remarks. The Secretarial Audit Report is providedin Annexure III of this Report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company is in the business of real estate development which falls within thedefinition of "infrastructural facilities" as defined in Schedule VI of theCompanies Act 2013 and therefore the provisions of Section 186 are not applicable to loansmade guarantees given or security provided by the Company in terms of exemption providedu/s 186. Particulars of investments if any made by the Company are provided in thefinancial statements.
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/arrangements entered by the Company withrelated party(ies) as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year that are required to be reported in Form AOC-2 and assuch; it does not form part of the Report.
HOLDING COMPANY SUBSIDIARIES JOINT VENTURE AND ASSOCIATES
The Company is a subsidiary of Arihant Premises Private Limited which is a subsidiaryof Macrotech Developers Limited. The ultimate holding company is Sambhavnath Infrabuildand Farms Private Limited. The Company does not have any subsidiary joint ventures orassociate.
MANAGEMENT AND INTERNAL CONTROLS
Your Company has robust process in place to identify key risks and to prioritizerelevant action plans to mitigate these risks. Your Company has adopted a Risk Managementpolicy which is based on three pillars: Business Risk Assessment Operational ControlsAssessment and Policy Compliance processes. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.
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 the Statutory as well as the Internal Auditor and cover all offices sitesand key business areas. Significant audit observations and follow up actions thereon arereported to 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.
Your Company provides a common platform to its employees and directors for complainthandling in the form of whistleblowing (vigil) mechanism. The Company has established avigil mechanism process by adopting a Vigil Mechanism / Whistle Blower Policy fordirectors and employees. This policy outlines the procedures for reporting handlinginvestigating and deciding on the course of action to be taken in case inappropriateconduct / behaviour is/are noticed reported or suspected. The Policy provides foradequate safeguards against victimization of persons who use the mechanism and has aprocess for providing direct access to the Ombudsman in appropriate or exceptional cases.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. The Vigil Mechanism / Whistle Blower Policy is posted onthe Company's website www.roselabsfinancelimited.in.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER 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 not relevant tothe Company as the Company has no employees directors do not draw any remuneration (otherthan sitting fees) and key managerial personnel have been deputed by the holding company.
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 as amendeddo not apply as there are no employees.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
In view of the nature of business of the Company no particulars as required under theprovisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 in respect of conservation of energy technologyabsorption are required to be furnished. There was no foreign exchange earnings or outgoduring the financial year 2018-19.
CORPORATE GOVERNANCE REPORT
As the paid up equity share capital and net worth of the Company are below the limitsspecified in Regulation 15 of the Listing Regulations the Company is not required tofurnish a report on corporate governance and therefore the same does not form part of thisReport.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V of the Listing Regulations is given separatelywhich may be taken as forming a part of this Report.
The Company has filed a settlement application before SEBI under the SEBI(Settlement of administrative and civil proceedings) Regulations 2014 proposing to settlethe matter relating to imposition of penalty of Rs 2.53 crore for alleged violation ofprovisions of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating toSecurities Market) Regulations 2003 and SEBI (Substantial Acquisition of Shares andTakeovers) Regulations 2011 in the era of erst while promoters in the year 2003. TheSettlement Application is currently pending before SEBI.
At the previous Annual General Meeting the shareholders had approved change inname of the Company relied the new object change. This was subject to approved of BSEwhich was not granted pursuant to regulation 45 of the Listing regulation.
Your Directors state that for the financial year ended March 31 2019 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 Board's report.
b. As there are no employees the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 is not applicable to the Company.
c. There are no material changes or commitments affecting the financial position of theCompany between March 31 2019 and the date of this report.
d. The Company has not accepted any deposits during the financial year.
e. No instance of fraud has been reported to the Board by the Auditors or any otherperson.
f. No significant or material orders which impact the going concern status andCompany's operations in future were passed by Regulators/Courts/Tribunals (other than asdisclosed in this report)
g. There was no issue of equity shares with differential rights as to dividend votingor otherwise
h. The Company has not issued any shares (including sweat equity shares) to itsemployees under any scheme
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures;
b. Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for that period;
c. the Directors had 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 had prepared the annual accounts on a going concern basis;
e. the Directors had 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 had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their grateful appreciation for the assistance andsupport extended by all stakeholders.
| ||For and on behalf of the Board |
| ||Roselabs Finance Limited |
| ||Sanjyot Rangnekar ||Nilesh Rawat |
|Date : August 8 2019 ||Chairperson ||Managing Director |
|Place : Mumbai ||DIN: 07128992 ||DIN: 06705140 |