Roselabs Ltd Directors Report.

To,

The members,

Your 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 their 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 reappointment.

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 Companys 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 Companys 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 closure, Publication of financial Statement is not available The Company is facing savior liquidity crunch & that compelled the non-compliances of 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 financial year March 31, 2014 was held on September 30, 2014 but not concluded on same day not even same financial year; The Statutory Authorities had seized the books of accounts, documents, computers and all other relevant records lying at the premises of the company. The Company had demanded Xerox copies of the seized documents which was available to the company in the recent past.
the Company is in irregular filling necessary documents/intimation with Stock Exchange with regards to Clause 35, 47(c), 49, Annual Report, Board Meeting of listing agreement and 55A of Depository Act; As the company is suffering from financial crises we were unable to comply with the filing necessary documents and other listing compliances.
The Company has not filed Balance Sheet and Annual return for the financial year 2013-2014 during the year under review; As the Statutory Authorities had seized the documents which were available to the company in the recent past, we were enable to 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 internal auditors The Company is in process of searching the 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 Ahmedabad 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 inventorised 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 thereunder 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, Pirana Road, Piplej, Ahmedabad - 382 405 ROSELABS LIMITED
Dated: 05th September, 2015 Pawankumar Agrawal Chairman DIN: 00015921

"ANNEXURE- A"

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) rules 2014

(i) the ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year 2014-15:

During the period no remuneration was paid to any Director, hence ratio of remuneration stands at 0 (zero)

(ii) the percentage increase in remuneration of each director CFO, CEO, Company Secretary or Manager, if any, in the financial year 2014-15:

Mr. Zameer Agrawal# CFO Nil
Mr. Pawankumar Agrawal M.D. Nil
Mr. Arvind Vagadoda Company Secretary 2,76,000

# 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 and company performance:

It has been decreased as the salary paid to Managing Director has been discontinued during 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 made since 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. 8,79,00,000And at the end of the year is Rs. 8,50,00,000

(vii) Comparison of each of remuneration of the Key managerial person against the performance of the company:

Each KMP id granted salary based on its qualification, experience, nature of job, industry benchmark, earlier salaries and many other factors, comparison of one against the other is not possible.

Registered Office: For & On Behalf of
123/1, Saijpur, Gopalpur, Pirana Road, Piplej, Ahmedabad - 382 405 ROSELABS LIMITED
Pawankumar Agrawal
Dated: 05th September, 2015 Chairman
DIN: 00015921

"ANNEXURE- B"

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]

To,

The Members,

Roselabs Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Roselabs Limited (for brevity purpose, hereinafter called the "Company"). The Secretarial Audit was conducted in 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 Companys papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit and as per the explanations given to me and the representations made by the Management, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records made available to me and maintained by the Company for the financial year ended on 31st March, 2015 according to the applicable provisions of:

a) The Companies Act, 1956 and the Companies Act, 2013 (the Act) and the rules made there under, as applicable except stated below;

b) The Securities Contract (Regulation) Act, 1956 (SCRA) and the rules made there under;

c) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under except stated below;

d) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) 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 Disclosure Requirements) Regulations, 2009;

e) Other laws applicable to the Company as per the representations made by the Management.

I have also examined compliance with the applicable clauses of the Listing Agreements entered into by the Company with Bombay Stock Exchange and Jaipur Stock Exchange except specified below.

During the period under review and as per the explanations and clarifications given to me and therepresentations made by the Management, the Company has generally complied with the provisions ofthe Act, Rules, Regulations, Guidelines, etc. mentioned above except specified below.

I further report that:

1. During the year under reviewed, advertisement relating to Book Closure, publication of Financial Statement is not available for inspection;

2. Annual General Meeting for the financial year March 31, 2014 was held on September 30, 2014 but not concluded on same day not even same financial year;

3. the Company is in irregular filling necessary documents/intimation with Stock Exchange with regards to Clause 35, 47(c), 49, Annual Report, Board Meeting of listing agreement and 55A of Depository Act;

4. the Company has not filed Balance Sheet and Annual return for the financial year 2013-2014 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 made by the Management and relied upon by me there are adequate systems and processes in the Company commensurate with the sizeand operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations andguidelines.

(Jatin H.Kapadia)
Company Secretary Date:- 05/09/2015
#COP: 12043 Place:-Ahmedabad

Annexure A

To,

The Members,

Roselabs Limited

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 the Company. My responsibilityis to express an opinion on these secretarial records based on our audit;

(b) I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure thatcorrect facts are reflected in Secretarial records. I believe that the process and practices, I followed providea reasonable basis for my opinion;

(c) I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company;

(d) Where ever required, I have obtained the Management representation about the Compliance of laws, rulesand regulations and happening of events etc.

(e) The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. My examination was limited to the verification of procedure on test basis;

(f) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacyor effectiveness with which the management has conducted the affairs of the Company.

(JatinKapadia)
Company Secretary Date:- 05/09/2015
#COP: 12043 Place:- Ahmedabad