Roselabs Finance Ltd Directors Report.

Dear Members,

The Directors are pleased to present the 25th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

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 the Companys Certificate of Registration as a Non-Banking Financial Institution (as granted by RBI under section 45-IA of the RBI Act 1934 in July 2017. This was approved by RBI vide order dated July 18, 2018. Pursuant to the cancellation of the Certificate of Registration, the Company is not permitted to pursue any NBFC activity. It is therefore proposed 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 view of the losses sustained during the year. No amount is proposed to be transferred to reserves during the year.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for financial year 2018-19 is given in Annexure I in Form 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 during financial year 2018-19.

MAJOR EVENTS DURING THE YEAR

• The Registered office of the Company has been shifted from the State of Gujarat to the State of Maharashtra on November 26, 2018.

• Pursuant to approvals granted by the shareholders at the previous Annual General Meeting, 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 independent director for a term of five years subject to approval of members with effect from May 21, 2018. His appointment was approved by the shareholders at the previous Annual General meeting.

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 and June 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 on May 21, 2018 and November 1, 2018 respectively.

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. 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 independent directors confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

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

Board Meetings

Four Board meetings were held during the year; on May 21, 2018, August 8, 2018, November 1, 2018 and January 24, 2019. The gap between two meetings did not exceed 120 days. 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 the Listing Regulations, the Independent Directors of the Company met separately during the financial year 2018-19.

Board Committees

The Board has constituted three committees as on March 31, 2019.

Audit Committee

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 the Committee have relevant experience in financial matters. Senior executives are invited to participate in the meetings of the Committee as and when necessary. The Managing Director and Chief Financial Officer are permanent invitees to the meetings 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 SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Audit Committee met four times during the year; on May 21, 2018, August 8, 2018, November 1, 2018 and January 24, 2019. All directors attended all meetings which they were eligible to attend during the year.

Nomination & Remuneration Committee

As on March 31,2019, the Nomination & Remuneration Committee 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 SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Committee met twice during the year; on May 21, 2018 and November 1, 2018. All directors 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. Sanjyot Rangnekar, Chairperson and Mr. Mayank Padiya and Mr. Prakash Vaghela, both independent directors. The Committee met four times during the year; on May 21, 2018, August 8, 2018, November 1, 2018 and January 24, 2019. All directors attended all meetings which they were eligible to attend 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 SEBI 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 Nomination and Remuneration Committee 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 II to this Report.

AUDITORS & AUDITORS REPORTS

• Statutory Auditor

MSKA & Associates (F.K.A. MZSK & Associates), Chartered Accountants (Firm Registration No. 105047W), the statutory auditors of your Company, hold office until the conclusion of the 27th AGM to be held in the year 2021.

• Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 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 2018-19.

Auditors Reports

• The Statutory Auditors Report for financial year 2018-19 does not contain any qualifications, reservations or adverse remarks. The Auditors report is enclosed with the financial statements with this Annual Report.

• The Secretarial Audit Report for financial year 2018-19 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is provided in Annexure III of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company is in the business of real estate development which falls within the definition of "infrastructural facilities" as defined in Schedule VI of the Companies Act 2013 and therefore the provisions of Section 186 are not applicable to loans made, guarantees given or security provided by the Company in terms of exemption provided u/s 186. Particulars of investments, if any, made by the Company are provided in the financial statements.

RELATED PARTY TRANSACTIONS

The transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Companies Act, 2013, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, 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 Companies Act, 2013, during the financial year, that are required to be reported in Form AOC-2 and as such; 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 subsidiary of Macrotech Developers Limited. The ultimate holding company is Sambhavnath Infrabuild and Farms Private Limited. The Company does not have any subsidiary, joint ventures or associate.

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 and cover all offices, sites and key business areas. Significant audit observations and follow up actions thereon are reported to the Board/ Audit Committee. The Board / Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems. 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.

Vigil Mechanism

Your Company provides a common platform to its employees and directors for complaint handling in the form of whistleblowing (vigil) mechanism. The Company has established a vigil mechanism process by adopting a Vigil Mechanism / Whistle Blower Policy for directors and employees. This policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct / behaviour is/are noticed, reported or suspected. The Policy provides for adequate safeguards against victimization of persons who use the mechanism and has a process 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 legal conduct of business operations. 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 to the Company 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 do not apply as there are no employees.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of business of the Company, no particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption are required to be furnished. There was no foreign exchange earnings or outgo during the financial year 2018-19.

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 for the year under review as stipulated under Regulation 34 read with Schedule V of the Listing Regulations is given separately which may be taken as forming a part of this Report.

OTHER UPDATES

• The Company has filed a settlement application before SEBI under the SEBI (Settlement of administrative and civil proceedings) Regulations 2014, proposing to settle the matter relating to imposition of penalty of Rs 2.53 crore, for alleged violation of provisions of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in the era of erst while promoters in the year 2003. The Settlement Application is currently pending before SEBI.

• At the previous Annual General Meeting, the shareholders had approved change in name of the Company relied the new object change. This was subject to approved of BSE, which was not granted pursuant to regulation 45 of the Listing regulation.

GENERAL

Your Directors state that for the financial year ended March 31, 2019, 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, 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 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

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 loss of the Company for that period;

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 Nilesh Rawat
Date : August 8, 2019 Chairperson Managing Director
Place : Mumbai DIN: 07128992 DIN: 06705140