|BSE: 535503||Sector: Others|
|NSE: N.A.||ISIN Code: INE479C01014|
|BSE 00:00 | 04 Mar||Roselabs Ltd|
|NSE 05:30 | 01 Jan||Roselabs Ltd|
|BSE: 535503||Sector: Others|
|NSE: N.A.||ISIN Code: INE479C01014|
|BSE 00:00 | 04 Mar||Roselabs Ltd|
|NSE 05:30 | 01 Jan||Roselabs Ltd|
Your Directors have the pleasure in presenting the 21st Annual Report together with theAudited Statement of Account for the year ending on 31st March 2015.
(Amt. in Rupees)
PRESENT OPERATIONS & FUTURE PROSPECTS:
During the year under review the revenue from operations of company was Rs. 3310.86Lacs compared to the previous years of Rs. 8863.08 Lacs. During the financial year TheCompany has incurred net loss of Rs. 77.53 Lacs as compared to net loss Rs. 7.69 Lacs inprevious year.
Your Directors are hopeful to exploit the present resources in efficient manner andachieve better results in the future.
During the year under the review the total income decreased by 37.35 % in comparison tothe previous year. The total expenses have decreased by 38.22 % and the net Loss isincreasing after tax has by 6.20 %.
Due to increase in completion across the Board and the stiff price increase compelledthe company to lower the trading activities which resulted into the losses incurred by theCompany during the current year.
Your directors are exploring the opportunities available to scale up the operationstheir by increase the volumes and profitability accordingly.
As the Company has inadequate Profit your directors do not propose any dividend forthe current year.
CHANGE IN NATURE OF COMPANY BUSINESS:
During the year under review there is no change in the nature of companies business.
DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:
i. Retirement by Rotation:
Pursuant to the provisions of Section 152(6) of the Companies Act 2013 Mr. PawankumarAgarwal retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your directors recommend his reappointment.
Mr. Aashit Modi Director of the Company resigned as director with effect from 1stApril 2014. The Board of Directors of the Company places on record its appreciation forthe services rendered by him during his association with the Company.
iii. Appointment of Additional / Independent Women Director
Mr. Rahul Agrawal and Mrs. Jayshreeben Patel (Independent Women Director) wereappointed as an Additional Directors on the Board w.e.f. 25th February 2015. TheAdditional Directors will hold office until the date of ensuing 21st Annual GeneralMeeting of the shareholders of the Company. The necessary resolution proposing theirappointment as Independent Directors has been proposed in the Notice convening the saidAnnual General meeting.
iv. Appointment of CFO
During the Year under review in compliance with the provisions of Sections 197 and 203and all other applicable provisions if any of the Companies Act 2013 the Boardappointed Mr. Zameer Agrawal as Chief Finance Officer w.e.f. 25th February 2015.
v. Key Managerial Personnel:
The following persons were designated as Key Managerial Personnel:
1. Mr. Pawankumar Agrawal Managing Director
2. Mr. Zameer Agrawal Chief Financial Officer
3. Mr. Arvind Vagadoda Company Secretary
DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company didnt had any Holding/ Subsidiary/ Joint Ventures/ AssociateCompanies at the start of the year during the year or at the end of the year and hencethere is no requirement of giving the statement containing the salient feature of thefinancial statement of the companys subsidiary or subsidiaries associate company orcompanies and joint venture or ventures.
The Company has not accepted any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there are no particulars to report about the depositfalling under Rule 8 (5 ) ( v ) and ( vi ) of Companies ( Accounts ) Rules 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
During the year under review there were no significant and material orderspassed by any Regulators or Court or Tribunals which may have impact on the going concernstatus. No order has been passed by any Regulators or Court or Tribunals which may haveimpact on the Company's operation in future.
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. The Company has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies safeguarding of its assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Rule 8 (3) of Companies (Accounts) Rules 2014 the Board of Directorshereby declares that there are no particulars to report for the Conservation of Energy& Technology Absorption. There is no foreign exchange earnings and outgo during theyear under the review.
There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014
The details as required pursuant to section 197(12) and Rule 5(1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is as attached herewithin Annexure-A
The Audit Committee of the Board of Directors of the Company consisted of threeDirectors viz. Mr. Pawankumar Agrawal Mr. Paresh sampat and Mr. Rahul Agrawal Majoritymembers of the Audit Committee are Independent and non-executive Directors. Mr. PareshSampat is the Chairman of the Audit Committee.
During the Year under review total four Meetings of the Board of Directors of theCompany were held.
The Composition and the Terms of Reference of the Audit Committee is as mentioned inthe provisions of Section 177 of the Companies Act 2013 and clause 49 of the ListingAgreement with the Stock exchanges as amended from time to time. The Statutory AuditorInternal Auditor and Chief Finance Officer and Chief Executive Officer usually attend theMeeting of the Audit Committee.
i. Statutory Auditor and their Report
In the last 20th Adjourned Annual General Meeting held on 10th July 2015 M/s. AshokR. Shah & Associates (Firm Registration No. 129423W) Chartered Accountants have beenappointed Statutory Auditors of the Company for a period of 4 (Four) years. Ratificationof appointment of Statutory Auditors is being sought from the members of the Company atthe ensuing Annual General Meeting. They have confirmed their eligibility and willingnessto accept office if re-appointed.
The observations made in their report are dealt with in the notes forming part of theAccounts at appropriate places which are self-explanatory.
ii. INTERNAL AUDITOR
The Company is here to appoint the Internal Auditor.
iii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has in compliance with the provisions of Section304(1) of the Companies Act 2013 and rules made in this behalf appointed M/S. JatinKapadia & Associates Company Secretaries to carry out Secretarial Audit of theCompany for the financial year 2014-15. The Report of the Secretarial Auditor is annexedto this Report as Annexure B which is self explanatory and give completeinformation.
EXPLANATION TO THE QUALIFICATIONS IN AUDITORS REPORT AND SECRETARIAL AUDITREPORT:
There are no qualifications or adverse remarks in the Auditors Report.Explanation on qualification adverse remark made in Secretarial Audit Report is as under.
The Shares of the Company are listed at Bombay Stock Exchange Limited.
During the Financial Year under review as per the Securities and Exchange Board ofIndia (Delisting of Equity Shares) Regulations 2009 the company has passed specialresolution in its Extra Ordinary General Meeting held on 30.01.2014 for voluntarydelisting of its Equity Shares from Ahmedabad Stock Exchange Limited & Jaipur StockExchange Limited.
On our application ASEL Listing Committee reviewed and approved to delist the equityshares of the Company from the list of Listed Securities of the ASEL with effect fromMarch 31 2014. The reply from Jaipur Stock Exchange is still awaited.
DIRECTORS RESPONSIBITLY STATEMENT:
As required under the provisions of Section 134 of the Act your Directors report that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
(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 at the end of the financial year and ofthe profits of the Company for that period.
(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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 as required by Explanationto Section 134(5)(e) of the Act) to be followed by the Company and such internal financialcontrols are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof applicable laws and such systems are adequate and operating effectively.
A separate report on the Corporate Governance as prescribed by the Listing Agreement ofthe relevant Stock Exchange forms part of the Annual Report 2014-15 along withAuditor statement on its compliance.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered during the year under review were onarms length basis and in the ordinary course of business.
Since there are no materially significant related party transactions made by thecompany during the year there is no information to be provided as required under section134 (3) (h) of the companies Act 2013 read with rule 8(2) of the Companies Accounts Rules 2014 in Form AOC-2.
PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:
The Particulars of loans guarantee or investment made under Section 186 of theCompanies Act 2013 are furnished in the Notes to the Financial Statements for the yearended 31st March 2015.
INVESTMENT IN UNQUOTED SHARES:
The Company has not made any investment in unquoted shares. The details of investmentmade are given in the Annual Accounts presented herewith.
RISK MANAGEMENT POLICY:
The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventorised and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection.
STATEMENT OF INDEPENDENT DIRECTORS:
The following Directors are independent in terms of Section 149(6) of the Act:
(a) Mr. Paresh Sampat
(b) Mr. Rahul Agrawal
(c) Mrs. Jayshreeben Patel
The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to provision of Section 92 and 134 and other applicable provision of theCompanies Act 2013 and of Rule 12 (1) of Companies ( Management and Administration )Rules 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on31st March 2015 is annexed as Annexure C to this Report.
NUMBER OF BOARD MEETINGS:
The calendar of meetings to be held in a year is decided in advance by the Board andcirculated to the Directors. During the year Eight Board meetings were convenedand held. The gap between two consecutive meetings was not more than one hundred andtwenty days as provided in section 173 of the Act.
CORPORATE SOCIAL RESPONSIBILITY:
The Provision of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable to the company.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and voluntarily under Clause 49 of theListing Agreement the performance evaluation was carried out as under:
In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board
dynamics etc. The Independent Directors at their separate meetings also evaluated theperformance of the Board as a whole based on various criteria. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee the Nomination and Remuneration Committee TheStakeholder Relationship Committee was evaluated by the Board having regard to variouscriteria such as committee composition committee processes committee dynamics etc. TheBoard was of the unanimous view that all the committees were performing their functionssatisfactorily and according to the mandate prescribed by the Board under the regulatoryrequirements including the provisions of the Act the Rules framed thereunder and theListing Agreement.
(a) Independent Directors: In accordance with the criteria suggested by The Nominationand Remuneration Committee the performance of each independent director was evaluated bythe entire Board of Directors (excluding the director being evaluated) on variousparameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.
(b) Non-Independent Directors: The performance of each of the non-independent directors(including the chair person) was evaluated by the Independent Directors at their separatemeeting. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the non-independent directors was providing good business and people leadership.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE:
There were no Material changes after the balance - sheet date.
Your Directors wish to convey their thanks to all the bankers suppliers customers andother persons for their continued support to the company.
Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) rules 2014
(i) the ratio of remuneration of each director to the median remuneration of theemployees of the company for the financial year 2014-15:
During the period no remuneration was paid to any Director hence ratio of remunerationstands at 0 (zero)
(ii) the percentage increase in remuneration of each director CFO CEO CompanySecretary or Manager if any in the financial year 2014-15:
# Appointed during the financial year 2014-15 and hence there is no comparison.
(iii) the number of permanent employees on the rolls of the company: 1
(iv) the explanation on the relationship between average increase in remuneration andcompany performance:
It has been decreased as the salary paid to Managing Director has been discontinuedduring the year.
(v) Comparison of remuneration of KMP against the performance of the company:
The salary to the Company secretary was paid since it is a contractual employment madesince last few years. The Salary is not comparable with the performance of the Company
(vi) Market Capitalisation:
The Current Market Capitalization of the Company at the begging of the Year was Rs.87900000And at the end of the year is Rs. 85000000
(vii) Comparison of each of remuneration of the Key managerial person against theperformance of the company:
Each KMP id granted salary based on its qualification experience nature of jobindustry benchmark earlier salaries and many other factors comparison of one against theother is not possible.
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANICAL YEAR ENDED ON 31st MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules 2014]
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Roselabs Limited (for brevitypurpose hereinafter called the "Company"). The Secretarial Audit was conductedin a manner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing our opinion thereon.
Based on my verification of the Company's papers minute books forms and returns filedand other records maintained by the company and also the information provided by thecompany its officers agents and authorized representatives during the conduct ofsecretarial audit and as per the explanations given to me and the representations made bythe Management I hereby report that in my opinion the Company has during the auditperiod covering the financial year ended on 31st March 2015 generally complied with thestatutory provisions listed hereunder and also that the Company has proper Board processesand compliance mechanism in place to the extent in the manner and subject to thereporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords made available to me and maintained by the Company for the financial year ended on31st March 2015 according to the applicable provisions of:
a) The Companies Act 1956 and the Companies Act 2013 ('the Act') and the rules madethere under as applicable except stated below;
b) The Securities Contract (Regulation) Act 1956 ('SCRA') and the rules made thereunder;
c) The Depositories Act 1996 and the Regulations and Bye-laws framed there underexcept stated below;
d) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):
i. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011 except stated below;
ii. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
iii. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
e) Other laws applicable to the Company as per the representations made by theManagement.
I have also examined compliance with the applicable clauses of the Listing Agreementsentered into by the Company with Bombay Stock Exchange and Jaipur Stock Exchange exceptspecified below.
During the period under review and as per the explanations and clarifications given tome and therepresentations made by the Management the Company has generally complied withthe provisions ofthe Act Rules Regulations Guidelines etc. mentioned above exceptspecified below.
I further report that:
1. During the year under reviewed advertisement relating to Book Closure publicationof Financial Statement is not available for inspection;
2. Annual General Meeting for the financial year March 31 2014 was held on September30 2014 but not concluded on same day not even same financial year;
3. the Company is in irregular filling necessary documents/intimation with StockExchange with regards to Clause 35 47(c) 49 Annual Report Board Meeting of listingagreement and 55A of Depository Act;
4. the Company has not filed Balance Sheet and Annual return for the financial year2013-2014 during the year under review;
5. During the year under reviewed the Company has not appoint internal auditors.
I further report that as per the explanations given to me and the representations madeby the Management and relied upon by me there are adequate systems and processes in theCompany commensurate with the sizeand operations of the Company to monitor and ensurecompliance with applicable laws rules regulations andguidelines.
My report of even date is to be read along with this letter.
(a) Maintenance of Secretarial record is the responsibility of the management of theCompany. My responsibilityis to express an opinion on these secretarial records based onour audit;
(b) I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure thatcorrect facts are reflected inSecretarial records. I believe that the process and practices I followed provideareasonable basis for my opinion;
(c) I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company;
(d) Where ever required I have obtained the Management representation about theCompliance of laws rulesand regulations and happening of events etc.
(e) The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is theresponsibility of management. My examination was limited tothe verification of procedure on test basis;
(f) The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacyor effectiveness with which the management has conductedthe affairs of the Company.