Dear Members,
The Directors are pleased to present the 29th Annual Report of the Company along with
the audited financial statements for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
( in lakhs)
Particulars |
FY 2022-23 |
FY 2021-22 |
| Revenue from operations |
- |
- |
| Other income |
15.08 |
- |
| Total Income |
15.08 |
- |
| Total Expense |
(69.21) |
(43.77) |
| Exceptional Items |
260.41 |
- |
| Profit / Loss before tax |
206.28 |
(43.77) |
| Tax Expenses |
(4.69) |
0.11 |
Profit / Loss for the year |
201.59 |
(43.66) |
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
The Company did not earn any revenue during the financial year 2022-23. Pursuant to the
cancellation of the Certificate of Registration in the financial year 2019-20, the Company
is not permitted to pursue any NBFC activity. The Company is evaluating appropriate
business opportunity in alternate business lines in the real estate development sector.
SEBI had imposed a penalty including interest of 275.41 lakhs on the Company for
alleged violations of certain SEBI regulations during the financial year 2003-04, when the
Company was under the control of erstwhile promoters. Pursuant to the appeal filed by the
Company, the Securities Appellate Tribunal had set aside the SEBI Order and the matter was
remanded to SEBI to recalculate the penalty. On 13-January-23, SEBI passed an Order
reducing the penalty to 15.00 lakhs, which has been paid by the Company. Excess provision
no longer required has been reversed and shown under Exceptional Items.
DIVIDEND AND RESERVES
The Board does not recommend any dividend for the financial year under review in view
of the losses sustained during the year. No amount is proposed to be transferred to
reserves during the year.
ANNUAL RETURN
Pursuant to Section 92(3) of the Act, and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, draft copy of Annual Return of the Company for the year ended
on March 31, 2023 is available on the Companys website at http://
www.roselabsfinancelimited.in.
CHANGES IN SHARE CAPITAL
There was no change in the authorized and paid-up share capital of the Company during
financial year 2022-23.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment / Re-appointment
The Board at its meeting held on July 12, 2022, based on the recommendation of the NRC,
approved the re-appointment of Mr. Prakash Vaghela (DIN: 07768595) and Mr. Mayank Padiya
(DIN: 07145403) as Independent Director of the Company for a period of five years, which
was approved by the shareholders at the 28th Annual General Meeting of the Company held on
September 30, 2022.
Retiring by rotation
Mr. Raghava Reddy retires by rotation and being eligible, offers himself for
re-appointment. Necessary resolutions are included in the accompanying notice of the
Annual General Meeting.
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of
the 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 from all Independent Directors of the Company
confirming that they continue to meet the criteria of independence, as prescribed u/s 149
of the Act and the Listing Regulations and that they are not aware of any circumstance or
situation which exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties. The Independent Directors have also confirmed that they
have complied with the Companys Code of Conduct.
None of the Non-Executive Directors had any pecuniary relationship or transaction with
the Company which could potentially conflict with the interests of the Company at large.
BOARD AND BOARD COMMITTEES
As on March 31, 2023, the Board comprised four Directors, out of which one is Executive
Director, one is a non-executive, non- independent Director and two are independent
directors. The Chairman of the Board is non-executive, non- independent Director.
Board Meetings
Four Board meetings were held during the year. These meetings were held on April 15,
2022, July 12, 2022, October 13, 2022 and January 12, 2023. The gap between two meetings
did not exceed the period stipulated in the Act and the Secretarial Standards. The Details
of Board Meeting held and attendance of the Directors is given hereunder:
Sr. Name of the Director No |
Number of Meetings which director was entitled to attend |
Number of Meetings attended |
| 1 Mr. Raghava Reddy |
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 the
Listing Regulations, the Independent Directors of the Company met separately on March 20,
2023.
Board Committees
The Board has constituted three committees as on March 31, 2023.
Audit Committee
As on March 31, 2023, the Audit Committee comprised Mr. Mayank Padiya, Chairman and Mr.
Prakash Vaghela, both independent directors and Ms. Sanjyot Rangnekar. All Members of the
Committee have relevant experience in financial matters. The Managing Director and Chief
Financial Officer are invitees to the meetings of the Committee and the Company
Secretary acts as Secretary to the Committee. The terms of reference of the Audit
Committee are in line with the provisions of Section 177 of the Act and Listing
Regulations.
The Audit Committee met four times during the year; on April 15, 2022, July 12, 2022,
October 13, 2022 and January 12, 2023. All members attended all meetings held during the
year.
Nomination & Remuneration Committee (NRC)
As on March 31, 2023, the NRC comprised Mr. Mayank Padiya, Chairman and Mr. Prakash
Vaghela, both independent directors and Ms. Sanjyot Rangnekar. The terms of reference of
the Committee are in line with the provisions of Section 178 of the Act and Listing
Regulations.
The Committee met twice during the year; on April 15, 2022 and July 12, 2022. All
members attended all the meetings held during the year.
Stakeholders Relationship Committee
As on March 31, 2023, the Stakeholders Relationship Committee (SRC) comprised Ms.
Sanjyot Rangnekar, Chairperson and Mr. Mayank Padiya and Mr. Prakash Vaghela, both
independent directors.
The Committee met four times during the year; on April 15, 2022, July 12, 2022, October
13, 2022 and January 12, 2023. All members attended all meetings held during the year.
BOARD EVALUATION
The Board carried out an annual evaluation of its own performance, board committees,
and individual directors pursuant to the provisions of the Act and the Listing
regulations. Performance of the board was evaluated after seeking inputs from all the
directors on the basis of criteria such as board composition and structure, effectiveness
of board processes, information and functioning, etc. The performance of the committees
was evaluated by the Board after seeking inputs from the committee members. The Board and
the NRC reviewed the performance of individual directors on the basis of criteria such as
the contribution of the individual director to the board and committee meetings.
In a separate meeting of independent directors, performance of non-independent
directors, Chairperson and the board as a whole was evaluated, taking into account the
views of executive directors and non-executive directors. Performance evaluation of
independent directors was done by the entire board, excluding the independent director
being 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 with
Part D of Schedule II to the Listing
Regulations, the NRC is responsible for formulating the criteria for determining
qualifications, positive attributes and independence of a Director. The NRC is also
responsible for recommending to the Board, a policy relating to remuneration of Directors,
Key Managerial Personnel and other employees. In line with this requirement, the Board has
adopted a Nomination and Remuneration Policy which is available on the Companys website
at www.roselabsfinancelimited.in. Salient features of the Policy are reproduced in
Annexure I to this Report.
AUDITORS & AUDITORS REPORTS
Statutory Auditor
MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of
the Company at the AGM held on
September 24, 2021 for a second term of five consecutive years and hold office till the
conclusion of the AGM to be in the calendar year 2026.
The Statutory Auditors Report for financial year 2022-23 does not contain any
qualifications, reservations or remarks. The Auditors report is enclosed with the
financial statements with this Annual Report.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shravan A. Gupta &
Associates, Practicing Company Secretary was appointed as
Secretarial Auditor to conduct secretarial audit for the financial year 2022-23.
The Secretarial Audit Report for financial year 2022-23 does not contain any
qualifications, reservations or remarks. The Secretarial Audit Report is provided in
Annexure II of this Report
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans, guarantees or provided security or made
investments to/in any other company during the financial year under review.
RELATED PARTY TRANSACTIONS
The transactions/contracts/arrangements, falling within the purview of provisions of
Section 188 of the Act, entered by the
Company with related parties as defined under the provisions of Section 2(76) of the
Act during the financial year under were in the ordinary course of business and have been
transacted at arms length basis. Further there are no transactions/
contracts/arrangements entered by the Company with related party(ies) as defined under the
provisions of Section 2(76) of the Act 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 holding
company is Sambhavnath Infrabuild and Farms Private Limited. The Company does not have any
subsidiary, joint venture or associate Company.
MANAGEMENT AND INTERNAL CONTROLS
Risk Management
Your Company has robust process in place to identify key risks and to prioritize
relevant action plans to mitigate these risks. Your Company has adopted a Risk Management
policy which is based on three pillars: Business Risk Assessment,
Operational Controls Assessment and Policy Compliance processes. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis.
Internal Controls and their adequacy
The Companys internal control systems are commensurate with the nature of its business
and the size and complexity of operations. These systems are routinely tested and
certified by the Statutory as well as the Internal Auditor. The Board / Audit Committee
reviews adequacy and effectiveness of the Companys internal control environment. These
systems provide a reasonable assurance in respect of financial and operational
information, complying with applicable statutes, safeguarding of assets of the Company,
prevention & detection of frauds, accuracy & completeness of accounting records
and ensuring compliance with corporate policies.
Whistle Blower Policy and Vigil Mechanism
The Companys Whistle Blower Policy is in line with the provisions of Section 177 of
the Act and Regulation 22 of the Listing Regulations. This Policy establishes a vigil
mechanism for Directors, employees and other stakeholders to report genuine concerns
regarding unethical behaviour, actual or suspected fraud or violation of the Companys
Code of Conduct. The said mechanism also provides for adequate safeguards against
victimization of persons who use such mechanism and makes provision for direct access to
the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil
Mechanism
/ Whistle Blower Policy is posted on the Companys website
www.roselabsfinancelimited.in.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant as
the Company has no employees, directors do not draw any remuneration (other than 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 the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended
from time to time do not apply as there are no employees.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
The Company has no ongoing project and therefore the particulars as required under the
provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy and technology absorption are not
applicable to the Company During the financial year 2022-23, the Company neither earned
any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in
terms of actual outflows.
CORPORATE GOVERNANCE REPORT
As the paid up equity share capital and net worth of the Company are below the limits
specified in Regulation 15 of the Listing
Regulations, the Company is not required to furnish a report on corporate governance
and therefore the same does not form part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report forms a part of this Annual Report.
GENERAL
Your Directors state that for the financial year ended March 31, 2023, no disclosure is
required in respect of the following items and accordingly confirm as under:
a. The Company has neither revised the financial statements nor the Boards report.
b. As there are no employees, the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is not applicable to the Company.
c. There are no material changes or commitments affecting the financial position of the
Company between March 31, 2023 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 other
person.
f. No significant or material orders which impact the going concern status and
Companys operations in future were passed by Regulators/Courts/Tribunals (other than as
disclosed in this report)
g. There was no issue of equity shares with differential rights as to dividend, voting
or otherwise
h. The Company has not issued any shares (including sweat equity shares) to its
employees under any scheme.
i. The Company has complied with applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India.
j. The provisions related to Corporate Social Responsibility are not applicable to the
Company. k. No petition/ application has been admitted under the Insolvency and Bankruptcy
Code, 2016 by NCLT. l. The provisions related to Cost Audit are not applicable to the
Company. m. The Company did not have any employees during the year and as on March 31,
2023.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirms that:
a. in the preparation of the annual accounts the applicable accounting standards had
been followed and there are no material departures;
b. Directors had 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
profit of the Company for that year;
c. the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
Company and that such internal financial controls are adequate and were operating
effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors would like to express their grateful appreciation for the assistance and
support extended by all stakeholders.
For and on behalf of the Board Roselabs Finance Limited
|
|
Sanjyot Rangnekar |
Raghava Reddy |
|
|
Chairperson |
Managing Director |
|
|
DIN: 07128992 |
DIN: 09185972 |
| Date |
: July 13, 2023 |
|
|
| Place |
: Mumbai |
|
|
+91-9892691696
