| The Directors have the pleasure in presenting the 21st Annual Report
together with the Audited Statement of Account for the year ending on
31st March, 2015.
Financial Results:
(Amt. in Rupees)
Particulars 2014 - 2015 2013 - 2014
Revenue from operations 331,086,863 886,308,285
Other Income 25,542 395,285
Total revenue 331,112,405 886,703,570
Expenditure
Employee benefits expenses 5,59,248 13,166,808
Other expenses 338,501,512 874,030,134
Total expenses 339,060,760 887,196,090
Profit before exceptional and
extra ordinary items and tax (7,948,355) (493,372)
Profit before tax (7,948,355) (493,372)
Tax expense :
Income tax for earlier years NIL NIL
Provision for income tax (1,95,030) 275344
Net profit/Loss for the year (77,53,325) (76,8716)
PRESENT OPERATIONS & FUTURE PROSPECTS:
During the year under review, the revenue from operations of company
was Rs. 3310.86 Lacs compared to the previous years of Rs. 8863.08
Lacs. During the financial year The Company has incurred net loss of
Rs. 77.53 Lacs as compared to net loss Rs. 7.69 Lacs in previous year.
Your Directors are hopeful to exploit the present resources in
efficient manner and achieve better results in the future.
OPERATIONS:
During the year under the review the total income decreased by 37.35 %
in comparison to the previous year. The total expenses have decreased
by 38.22 % and the net Loss is increasing after tax has by 6.20 %.
Due to increase in completion across the Board and the stiff price
increase compelled the company to lower the trading activities which
resulted into the losses incurred by the Company during the current
year.
Your directors are exploring the opportunities available to scale up
the operations there by increase the volumes and profitability
accordingly.
DIVIDEND:
As the Company has inadequate Profit, your directors do not propose any
dividend for the 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. Pawankumar Agarwal, retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment. Your directors recommend his re- appointment.
ii. Cessation:
Mr. Aashit Modi, Director of the Company resigned as director, with
effect from 1st April, 2014. The Board of Directors of the Company
places on record its appreciation for the 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) were appointed as an Additional Directors on the Board w.e.f.
25th February, 2015. The Additional Directors will hold office until
the date of ensuing 21st Annual General Meeting of the shareholders of
the Company. The necessary resolution proposing their appointment as
Independent Directors has been proposed in the Notice convening the
said Annual General meeting.
iv. Appointment of CFO
During the Year under review in compliance with the provisions of
Sections 197 and 203 and all other applicable provisions, if any, of
the Companies Act, 2013 the Board appointed 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 didn't had any Holding/ Subsidiary/ Joint Ventures/
Associate Companies at the start of the year, during the year or at the
end of the year and hence there is no requirement of giving the
statement containing the salient feature of the financial statement of
the company's subsidiary or subsidiaries, associate company or
companies and joint venture or ventures.
DEPOSIT:
The Company has not accepted any deposit other than the exempted
deposit as prescribed under the provision of the Companies Act, 2013
and the rules framed there under, as amended from time to time. Hence
there are no particulars to report about the deposit falling 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
orders passed by any Regulators or Court or Tribunals which may have
impact on the going concern status. No order has been passed by any
Regulators or Court or Tribunals which may have impact on the Company's
operation in future.
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the
Company. The Company has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business, including
adherence to Company's policies, safeguarding of its assets, prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting 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 Directors hereby declares that there are no particulars to report
for the Conservation of Energy & Technology Absorption. There is no
foreign exchange earnings and outgo during the year under the review.
PERSONNEL:
There was no employee drawing remuneration requiring disclosure under
the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION 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 herewith in Annexure-A
AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company consisted
of three Directors viz. Mr. Pawankumar Agrawal, Mr. Paresh sampat and
Mr. Rahul Agrawal, Majority members of the Audit Committee are
Independent and non-executive Directors. Mr. Paresh Sampat is the
Chairman of the Audit Committee.
During the Year under review, total four Meetings of the Board of
Directors of the Company were held.
The Composition and the Terms of Reference of the Audit Committee is as
mentioned in the provisions of Section 177 of the Companies Act, 2013
and clause 49 of the Listing Agreement with the Stock exchanges as
amended from time to time. The Statutory Auditor, Internal Auditor and
Chief Finance Officer and Chief Executive Officer usually attend the
Meeting of the Audit Committee.
AUDITORS
i. Statutory Auditor and their Report
In the last 20th Adjourned Annual General Meeting held on 10th July,
2015, M/s. Ashok R. Shah & Associates, (Firm Registration No. 129423W)
Chartered Accountants, have been appointed Statutory Auditors of the
Company for a period of 4 (Four) years. Ratification of appointment of
Statutory Auditors is being sought from the members of the Company at
the ensuing Annual General Meeting. They have confirmed their
eligibility and willingness to accept office, if re-appointed.
The observations made in their report are dealt with in the notes
forming part of the Accounts 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 Section 304(1) of the Companies Act, 2013 and rules made
in this behalf, appointed M/S. Jatin Kapadia & Associates, Company
Secretaries to carry out Secretarial Audit of the Company for the
financial year 2014-15. The Report of the Secretarial Auditor is
annexed to this Report as Annexure B which is self explanatory and give
complete information.
EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL
AUDIT REPORT:
There are no qualifications or adverse remarks in the Auditor's Report.
Explanation on qualification adverse remark made in Secretarial Audit
Report is as under.
Qualification/ Adverse Remark Explanation
Advertisement relating to Book The Company is facing savior liquidity
crunch closure, Publication of financial & that compelled the non
compliances of Statement is not available publishing the results.
However, now with increased liquidity the directors are hopeful to make
compliances in all front in at timely fashion. Annual General Meeting
for the Statutory Authorities had seized the financial year March
31, 2014 was books of accounts, documents, computers held on September
30, 2014 but not and all other relevant records lying at the concluded
on same day not even same premises of the company. The Company had
financial year; demanded Xerox copies of the seized documents which was
available to the company in the recent past.
the Company is in irregular filling As the company is suffering from
financial
necessary documents/intimation with crises we were unable to comply
with the
Stock Exchange with regards to filing necessary documents and other
listing
Clause 35, 47(c), 49, Annual Report, compliances. Board Meeting of
listing agreement and 55A of Depository Act;
The Company has not filed Balance As the Statutory Authorities had
seized the Sheet and Annual return for the documents which were
available to the financial year 2013-2014 during the company in the
recent past, we were unable to year under review; file the Balance
Sheet and Annual Return. But now we are in process of filing the Balance
Sheet and Annual return the Company has not appointed The Company is in
process of searching the internal auditors internal auditor at
commensurate remuneration payable to the internal Auditor.
LISTING:
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 of India (Delisting of Equity Shares) Regulations, 2009,
the company has passed special resolution in its Extra Ordinary General
Meeting held on 30.01.2014 for voluntary delisting of its Equity Shares
from Ahmadabad Stock Exchange Limited & Jaipur Stock Exchange Limited.
On our application, ASEL Listing Committee reviewed and approved to
delist the equity shares of the Company from the list of Listed
Securities of the ASEL with effect from March 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 have been followed along with proper explanation
relating to material departures.
(b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profits of
the Company for that period.
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets 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 Explanation to Section 134(5)(e) of the Act) to be followed
by the Company and such internal financial controls are adequate and
are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with
the provisions of applicable laws and such systems are adequate and
operating effectively.
CORPORATE GOVERNANCE:
A separate report on the Corporate Governance as prescribed by the
Listing Agreement of the relevant Stock Exchange forms part of the
Annual Report 2014-15 along with Auditor' statement on its compliance.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered during the year under
review were on arm's length basis and in the ordinary course of
business.
Since there are no materially significant related party transactions
made by the company during the year, there is no information to be
provided as required under section 134 (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 the Companies Act, 2013 are furnished in the Notes to the
Financial Statements for the year ended 31st March, 2015.
INVESTMENT IN UNQUOTED SHARES:
The Company has not made any investment in unquoted shares. The details
of investment made are given in the Annual Accounts presented herewith.
RISK MANAGEMENT POLICY:
The Company has a structured risk management policy. The Risk
management process is designed to safeguard the organization from
various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact
on the business. The potential risks are inventoried and integrated
with the management process such that they receive the necessary
consideration during decision making. It is dealt with in greater
details in the management discussion and analysis section.
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 above Directors confirming their independence.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to provision of Section 92 and 134 and other applicable
provision of the Companies 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 on 31st 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 and circulated to the Directors. During the year, Eight Board
meetings were convened and held. The gap between two consecutive
meetings was not more than one hundred and twenty days as provided in
section 173 of the Act.
CORPORATE SOCIAL RESPONSIBILITY:
The Provision of Section 135 of the Companies Act, 2013 regarding
Corporate Social Responsibility is not applicable to the company.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and voluntarily under
Clause 49 of the Listing Agreement, the performance evaluation was
carried out as under:
Board:
In accordance with the criteria suggested by The Nomination and
Remuneration Committee, the Board of Directors evaluated the
performance of the Board, having regard to various criteria such as
Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meetings, also evaluated the performance
of the Board as a whole based on various criteria. The Board and the
Independent Directors were of the unanimous view that performance of
the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration
Committee, The Stakeholder Relationship Committee was evaluated by the
Board having regard to various criteria such as committee composition,
committee, processes, committee dynamics etc. The Board was of the
unanimous view that all the committees were performing their functions
satisfactorily and according to the mandate prescribed by the Board
under the regulatory requirements including the provisions of the Act,
the Rules framed there under and the Listing Agreement.
Individual Directors:
(a) Independent Directors: In accordance with the criteria suggested by
The Nomination and Remuneration Committee, the performance of each
independent director was evaluated by the entire Board of Directors
(excluding the director being evaluated) on various parameters like
engagement, leadership, analysis, decision making, communication,
governance and interest of stakeholders. The Board was of the unanimous
view that each independent director was a reputed professional and
brought his/her rich experience to the deliberations of the Board. The
Board also appreciated the contribution made by all the independent
directors in guiding the management in achieving higher growth and
concluded that continuance of each independent director on the Board
will be in the interest of the Company.
(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 separate meeting. Further, their
performance was also evaluated by the Board of Directors. The various
criteria considered for the purpose of evaluation included leadership,
engagement, transparency, analysis, decision making, functional
knowledge, governance and interest of stakeholders. The Independent
Directors and the Board were of the unanimous view that each of 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.
APPRECIATION:
Your Directors wish to convey their thanks to all the bankers,
suppliers, customers and other persons for their continued support to
the company.
Registered Office: For & On Behalf of
123/1, Saijpur, Gopalpur, ROSELABS LIMITED
Pirana Road, Piplej,
Ahmedabad - 382 405
Pawankumar Agrawal
Dated: 05th September, 2015 Chairman
DIN: 00015921 | 