The Directors are pleased to present the 27th Annual Report of the Companyalong with the audited financial statements for the financial year ended March 31 2021.
(Rs. in lakhs)
|Particulars ||2020-21 ||2019-20 |
|Revenue from operations ||- ||- |
|Other income ||16.43 ||0.39 |
|Total Income ||16.43 ||0.39 |
|Total Expenditure ||15.73 ||13.94 |
|Exceptional Items ||(275.41) ||- |
|Profit/(Loss) before tax ||(274.71) ||(13.55) |
|Tax Credit/ (Expenses) ||17.44 ||- |
|Profit/(Loss) after tax ||(257.27) ||(13.55) |
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
Total revenue increased to ' 16.43 lakh during the financial year 2020-21 from ' 0.39lakh during financial year 2019-20. Total expenditure increased to ' 15.73 lakh during thefinancial year 2020-21 from ' 13.94 lakh during financial year 2019-20. Net loss after taxduring the year amounted to ' 257.27 lakh against net loss of ' 13.55 lakh duringfinancial year 2019-20.
Pursuant to the cancellation of the Certificate of Registration the Company is notpermitted to pursue any NBFC activity. The company is evaluating appropriate businessopportunity in alternate business lines in the real estate development sector.
Since the company does not have any ongoing business activity there is no impact ofoutbreak of Covid-19 all over the world including India.
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.
Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 Annual Return of the Company for the yearended on March 31 2021 is available on the Company's website athttp://www.roselabsfinancelimited.in.
CHANGES IN SHARE CAPITAL
There was no change in the authorized and paid-up share capital of the Company duringfinancial year 2020-21.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Prakash Vaghela Mr. Mayank Padiya and Ms. Sanjyot Rangnekar were continue to beDirectors of the Company.
The Board at its meeting held on May 312021 based on the recommendation of theNomination and Remuneration Committee approved the appointment of Raghava Reddy Balineni(DIN 09185972) as Managing Director of the Company for a period of five years withoutremuneration whose office shall be liable to retire by rotation subject to the approvalof shareholders. In the opinion of the Board he brings wide experience proficiency andexpertise in field of taxation and general management which will provide valuable insightsto the Company. The Board recommends his appointment to the shareholders.
Retiring by rotation:-
Ms. Sanjyot Rangnekar retires by rotation and being eligible offers herself forre-appointment. Necessary resolutions are included in the accompanying notice of theAnnual General Meeting.
Necessary resolutions for the above appointments are included in the accompanyingnotice of Annual General Meeting. Cessation:-
Mr. Nilesh Rawat Managing Director of the Company resigned as director w.e.f. May312021 due to personal commitments. The Board places on record its appreciation for theservices rendered by him during his tenure as director.
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. Raghava Reddy Managing Director
Mr. Pravin Kabra 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. These meetings were held on June 082020 August 31 2020 November 03 2020 and January 19 2021. The gap between twomeetings did not exceed the period stipulated in the Companies Act 2013 and theSecretarial Standards. The Details of Board Meeting held and attendance of the Directorsis given hereunder:
|Sr. No. Name of the Director ||Number of Meetings which director was entitled to attend ||Number of Meetings attended |
|1. Mr. Nilesh Rawat ||4 ||4 |
|2. Ms. Sanjyot Rangnekar ||4 ||4 |
|3. Mr. Prakash Vaghela ||4 ||4 |
|4. Mr. Mayank Padiya ||4 ||4 |
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 on March 162021.
The Board has constituted three committees as on March 31 2021.
Audit Committee (AC)
As on March 31 2021 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 invitees to the meetings of the Committee 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 June 08 2020 August 31 2020November 03 2020 and January 19 2021. All members attended all meetings during the year.
Nomination & Remuneration Committee (NRC)
As on March 312021 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 once during the year; on June 08 2020. All members attended themeeting.
Stakeholders' Relationship Committee (CSR)
As on March 31 2021 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 June 08 2020 August 31 2020November 03 2020 and January 19 2021. All members attended all meetings 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 I to this Report.
AUDITORS & AUDITOR'S REPORTS
MSKA & Associates Chartered Accountants were appointed as Statutory Auditors ofthe Company at the Annual General Meeting held on September 30 2016 for a term of fiveconsecutive years and hold office till the conclusion of the forthcoming Annual GeneralMeeting.
The Board of Directors at its meeting held on July 212021 after considering therecommendations of the Audit Committee has recommended the re-appointment of MSKA &Associate Chartered Accountants as the Statutory Auditors of the Company for approval ofthe Members to hold office for a period of five consecutive years from the conclusion ofthe ensuing Annual General Meeting until the conclusion of the 32nd AnnualGeneral Meeting to be held in the calendar year 2026.
A resolution proposing re-appointment of MSKA & Associates Chartered Accountantsas the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act2013 forms part of the Notice of Annual General Meeting.
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 2020-21.
The Statutory Auditor's Report for financial year 2020-21 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 2020-21 does not contain anyqualifications reservations or adverse remarks. The Secretarial Audit Report is providedin Annexure II of this Report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any Loans Guarantees or provided security or madeinvestments to/in any other company during the financial year under review.
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.
HOLDING COMPANY SUBSIDIARIES JOINT VENTURE AND ASSOCIATES
The Company is a subsidiary of Macrotech Developers Limited. The ultimate holdingcompany is Sambhavnath Infrabuild and Farms Private Limited. The Company does not have anysubsidiary joint venture or associate Company.
MANAGEMENT AND INTERNAL CONTROLS Risk Management
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 / behavior is/are noticed reported or suspected. The Policy provides for adequatesafeguards against victimization of persons who use the mechanism and has a process forproviding direct access to the Ombudsman in appropriate or exceptional 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.roselabsfinancelimited.in.
As on the date of this Report the Company does not have any employee.
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 were no foreign exchange earnings or outgo during the financial year 2020-21.
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.
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.
By Order dated 23-December-19 the Adjudicating Officer of SEBI has confirmed theirShow-Cause Notice dated 15- December-09 imposing penalty of ' 253.73 Lakhs for allegedviolation of certain provisions of SEBI Regulations during the financial year 2003-04 whenthe Company was under the control of earlier promoters. The Company has filed an appealbefore the Securities Appellate Tribunal challenging the Order. Meanwhile the Recoveryofficer of SEBI issued a notice of demand to recover the penalty of ' 253.73 lakhs alongwith the interest of ' 21.68 lakhs on 08-September-20. Accordingly during the year theCompany has made provision of ' 275.41 lakhs and the same has been disclosed as anexceptional item in statement of profit and loss. Further the company has deposited '126.86 lakhs with the SEBI as per SAT order dated 10- November-2020. The matter is pendingbefore the SAT.
Your Directors state that for the financial year ended March 31 2021 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 2021 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.
i. The Company has complied with applicable Secretarial Standards issued by theInstitute of the Company Secretaries of India during the financial year 2020-21.
j. The provisions related to Corporate Social Responsibility are not applicable to theCompany.
k. No petition/ application has been admitted under the Insolvency and Bankruptcy Code2016 by NCLT.
l. The provisions related to Cost Audit are not applicable to the Company.
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 year;
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 ||Raghava Reddy |
|Date : July 212021 ||Chairperson ||Managing Director |
|Place : Mumbai ||DIN: 07128992 ||DIN: 09185972 |