17th Annual Report 2010-2011
BOARD OF DIRECTORS Shri Pawankumar Agrawal Managing Director Shri Zameer Agrawal Whole Time Director Shri Paresh Sampat Director Shri Ramawtar Jangid Director AUDITORS M/s. Sunil Poddar & Co. Chartered Accountants Ahmedabad. BANKERS Bank of Baroda New Cloth Market Ahmedabad REGISTERED OFFICE 123/1, Saijpur, Gopalpur, Pirana Road, Piplej, Ahmedabad - 382 405. REGISTRAR & SHARE TRANSFER AGENT Link Intime India Private Limited 211, Sudarshan Complex, Nr. Mithakhali Under Bridge, Navrangpura, Ahmedabad - 380 009. Telefax: 079-26465179 Email: ahmedabad@linkintime.co.in CONTENTS PAGE NO. Notice 1-2 Directors Report 3-4 Management Discussion & Analysis Report 5 Report on Corporate Governance 6-11 Compliance Certificate 12-14 Auditors Report 15-17 Balance Sheet 18 Profit & Loss Account 19 Cash Flow Statement 20 Schedules 21-23 Significant Accounting Policies 24-27 Balance Sheet Abstract 28 2
NOTICE NOTICE is hereby given that the 17 TH ANNUAL GENERAL MEETING of the members of ROSELABS LIMITED, will be held on Friday, the 30 th September, 2011 at 11.00 A.M. at 123/1, Saijpur Gopalpur, Pirana Road, Piplej, Dist: Ahmedabad 382 405, to transact the following business : ORDINARY BUSINESS 1. To receive, consider and adopt the Profit and Loss Account for the period ended as on 31 st March, 2011, Balance Sheet as on that date and the Report of the Directors and Auditors thereon. 2. To appoint a Director in place of Shri Ramawtar Jangid who retires by rotation and being eligible offers himself for reappointment. 3. To appoint Auditors and fix their remuneration. Registered Office : 123/1, Saijpur Gopalpur, Pirana Road, Piplej. By Order of the Board Ahmedabad - 382 405. OF Pawankumar Agrawal Dated : 05.07.2011 Chairman NOTES : (a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER THE INSTRUMENT APPOINTING PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. (b) (c) (d) (e) (f) The Register of Members and Share Transfer Books of the Company will remain closed from 28 th September, 2011 to 30 th September, 2011 (both days inclusive). Members holding shares of the Company under more than one Ledger Folio are requested to send to the Registrar & Share Transfer Agents of the Company, details of all such folios together with the Share Certificates for consolidating the folios into one. The Share Certificates will be returned to the shareholders after making the requisite endorsement thereon. All correspondence relating to Change of Address & Shares of the Company may please be addressed to the Company s Registrar and Share Transfer Agents M/s. Link Intime India Private Limited at 211, Sudarshan Complex, Nr. Mithakhali Under Bridge, Ahmedabad- 380009. Members are requested to bring their copy of the Annual Report to the Meeting, as copies of the Report will not be distributed at the Meeting. Members seeking further information about the Accounts and/or Operations of the Company, are requested to send their queries to the Company at its Registered Office at least TEN days before the date of the Meeting. 3
ANNEXURE FORMING PART OF AGM NOTICE DETAILS OF DIRECTORS WHO ARE PROPOSED TO BE RE - APPOINTED/ APPOINTED PURSUANT TO PROVISIONS OF CLAUSE 49 OF THE LISTING AGREEMENT ARE GIVEN BELOW: Name of director Shri Ramawtar Jangid Date of Birth 13.08.1968 Date of initial appointment 16.03.2006 Qualification Expertise in specific functional area No. of shares held in the company List of other companies in which holds Directorship as on 31.03.2011 Chairmanship/ membership of committee of Director of the company Chairmanship/ membership of committee of Director of other company Commerce Graduate Account, Taxation, Management & Finance Nil Nil 1. Chairman Audit Committee 2. Member Share Holder Grievances Committee 3. Member Remuneration Committee Nil Registered Office : 123/1, Saijpur Gopalpur, Pirana Road, Piplej. By Order of the Board Ahmedabad - 382 405. OF Pawankumar Agrawal Dated : 05.07.2011 Chairman 4
DIRECTORS REPORT Dear Shareholders, The Directors are pleased to present the 17 th Annual Report together with Audited Financial Accounts for the year ended 31 st March, 2011: 1. FINANCIAL RESULTS (Rs. in Lacs) Current Year Previous Year 2010-11 2009-10 Total Income 3976.26 554.75 Total Expenditure 3913.84 532.36 Profit (Loss) before making provision for Interest, Depreciation and Taxation 62.42 22.38 Less 1. Interest 40.41 1.06 2. Depreciation 5.37 1.73 Profit / Loss before income tax 16.64 19.59 Provision for Income Tax 3.08 2.84 & FBT 0.00 0.00 Less : MAT Credit for the year 3.08 0.00 Profit / Loss after Taxation 16.64 16.75 Profit / Loss brought forward (10.98) (27.68) Profit / Loss transferred to balance sheet 5.60 (10.98) 02. The Company s turnover for the Financial year 2010-2011 was Rs. 3976.26 Lacs as against previous year of Rs. 554.75 Lacs. Net profit after tax stood at Rs. 16.64 Lacs during the year compared to previous year s profit of Rs. 16.75 Lacs. During the year under review the sales increased from Rs. 4.44 lacs to Rs. 39.09 lacs, but the profit for the year was eroded due to heavy cost of purchases and the administrative & selling expenses. Due to competition the same could not be passed on to the customers and hence the profitability was effected. Your directors are hopeful to curtail the cost of administration and selling expenses and increase the prices of the goods traded and achieve better results in the future. In view of insufficient profits, your Directors do not recommend any dividend. 03. As far as the future outlook is concerned, the Company is expected to increase the scope of the export business in the future, considering the fact that industrial growth picks up. The Company is in position to compete with the its competitors by better product development as well as customer services. 04. The Shares of the Company are listed at Ahmedabad Stock Exchange Limited and Jaipur Stock Exchange Limited. Listing fees have been duly paid to the Stock Exchanges. 05. All properties and insurable interests of the Company including office equipments, Stocks, Spares etc. wherever necessary and to the extent required, have been adequately insured. 06. Shri Ramawtar Jangid, retires by rotation and being eligible offers himself for re appointment. Your directors recommend the re appointment. There were no changes in the constitution of the Board of Directors during the year 2010-11. 5
07. Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby confirm: a) that in the preparation of the annual accounts financial year ended 31 st March, 2011, the applicable accounting standards have been followed and there is no material departures from the same; b) that 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year; c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the Directors have prepared the annual accounts for the financial year ended 31 st March, 2011 on a going concern basis. 08. The Company has not accepted any deposits from public during the year under review. 09. The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Director) Rules, 1988, is not applicable and hence not given. 10. Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 are not applicable to the Company, and hence the information is not given. 11. As required under Clause 49 of the Listing Agreement executed with Stock Exchanges, a separate report on Corporate Governance is attached and forming part of the Annual Report for the year 2010-2011. 12. A separate Report on Management Discussion and Analysis is attached herewith and form part of the Directors Report. 13. A Certificate of Compliances from Auditors, Chief Executive Officer and Chief Finance Officer is attached herewith and forms part of the Annual Report. 14. You are requested to appoint Auditors for the Current Year to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. The Company has received Certificate U/s. 224(1B) of the Companies Act, 1956 from M/S Sunil Poddar & Co., the Auditors of the Company signifying that the reappointment if made, at the ensuing Annual General Meeting, will be within the limits specified. The report of the Auditor is self explanatory and have been suitably dealt with in the notes to accounts. 15. The relationship with the employees continued to be cordial throughout the year. 16. Your Directors express their gratitude to the continuous support of the Financial Institutions, Banks, Central and State Governments, Office of the Industries Commissioner, valued Customers and devoted workers for their continuous contribution to the growth and progress of Company. The Directors also take this opportunity to thank the shareholders for the confidence reposed in the management. Registered Office : 123/1, Saijpur Gopalpur, Pirana Road, Piplej. For and on behalf of the Board Ahmedabad - 382 405. Pawankumar Agrawal Dated : 05.07.2011 Chairman 6
MANAGEMENT DISCUSSION AND ANALYSIS REPORT Pursuant to Clause 49 of Listing Agreement, a Management Discussion & Analysis report is given below:- INDUSTRY STRUCTURE AND DEVELOPMENTS Your Company earned the profit of Rs. 16.64 Lacs during the Financial year 2010-2011. And also due to WTO regulation your Company has not made export during the year. Your Directors are hopeful to achieve better results in future. OUTLOOK ON OPPORTUNITIES, THREATS, RISK AND CONCERNS As far as the future outlook is concerned, the Company is planning to make the investment in to the group company M/s. Rosleabs Bioscience Private Limited, which is engaged into the business of manufacturing the parental drugs. The company will do marketing for the said parental drugs manufactured. With M/s. Rosleabs Bioscience Private Limited going in production, the profitability and sales will increase manifold. RISK MANAGEMENT The Company has laid down the procedures to inform the Board members about the risk assessment and minimization procedures. These procedures are periodically reviwed to ensure that executive management controls risk through means of properly defined framework. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company is committed to maintaining high standards of internal controls designed to provide accuracy of information, efficiency of operations, and security of assets. The Company has adequate internal controls commensurate with the size and nature of its operations to ensure orderly and efficient conduct of business. These controls ensure the safeguarding of assets, prevention and detection of fraud and error, the accuracy and completeness of the accounting records, timely preparation of reliable financial information and adherence to companies policies, procedures and legal obligations. The audit committee of the Board of Directors meets periodically to review the performance as reported by the auditors. FINANCIAL PERFORMANCE The Company s turnover for the Financial year 2010-2011 is Rs. 3976.26 Lacs as against previous year of Rs. 554.75 Lacs. Net profit after tax stood at Rs. 16.64 Lacs during the year compared to previous year s profit of Rs. 16.75 Lacs. Profit for the year was eroded due to heavy cost of purchases and the administrative & selling expenses. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT There has been no development on the Human Resource/ Industrial Relations Front during the year. CAUTIONARY STATEMENT Management Discussion and Analysis report are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company s operation include global and Indian market conditions, changes in the Government Regulations, Tax regimes, WTO Regulations and such other factor. The Company assumes no responsibility to publicly amend, modify or revise any of these statements on the basis, of any subsequent developments, information or events. For and on behalf of Board of Directors of Roselabs Limited Dated : 05.07.2011 Pawankumar Agrawal Chairman 7
REPORT ON CORPORATE GOVERNANCE As required under Clause 49 of the Listing Agreement, a separate report on Corporate Governance is given below for the financial year ended 31 st March, 2011 along with certificate of auditors of the Company. 1. COMPANY S PHILOSOPHY ON CODE OF GOVERNANCE Your Company conducts its affairs in a fair, transparent and professional manner. Your Company has always followed fair business and corporate practices. The Company believes that adherence of good corporate governance is a milestone for survival and long term growth. 2. BOARD OF DIRECTORS: (I) Composition of Board: Board of Directors of the Company consists of four Directors. Shri Pawankumar Agrawal is Managing Director of the Company. None of the Directors on the Board is a member on more than 10 Committees and Chairman of more than 5 Committees including Roselabs Limited. The composition of the Board, attendance at Board Meeting (BM) held during the financial Year under review and last Annual General Meeting (AGM) and No. of Directorship and membership/ Chairmanship in other public Companies are given below: Sr. Name of the Director Category Attendance For F.Y. Other No. of Committee No. Ended 31.03.2011 Directorship Position held in (BMs) (AGM) The Company (Chairman) (Member) 1 Shri Pawankumar Agrawal NI-E 10 Yes 4 1 2 2 Shri Ramawtar Jangid IND-NE 10 Yes NIL 1 2 3 Shri Paresh Sampat IND-NE 10 Yes 1 1 3 4 Shri Zameer Agrawal NI-E 10 Yes 3 NIL NIL NE : Non Executive, E: Executive, NI : Non Independent, IND : Independent During the financial year under review, 10 Board meetings were held on 30 th April, 2010, 31 st May, 2010, 19 th July, 2010, 10 th August, 2010, 15 th November, 2010, 20 th November, 2010, 1 st December, 2010, 2 nd December, 2010, 2 nd February, 2011 and 22 nd February, 2011. 3. AUDIT COMMITTEE: (I) COMPOSITION OF COMMITTEE: As a measure of good corporate governance and to provide assistance to the Board of Directors in overseeing the Boards responsibilities your Company had constituted an Audit Committee. The Committee covers matters specified as per Clause 49 of the Listing Agreements. At present consists following members of the Committee: Sr. No Name of the members Designation 1. Shri Ramawtar Jangid Chairman 2. Shri Pawankumar Agrawal Member 3 Shri Paresh Sampat Member The terms of reference of the audit committee mandated by your board of Directors which is also in line with the statutory and regulatory requirement are: a. Oversight of the Company s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. b. Recommending the appointment and removal of external auditors, fixation of audit fees and also approval for payment for any other services. c. Reviewing with management the annual financial statements before submission to the board. d. Reviewing with management, external and internal auditors, the adequacy of internal control systems. e. Reviewing the adequacy of internal audit function including structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 8
(II) f. Discussion with internal auditors on any significant findings and follow-up thereon. g. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. h. Discussion with external auditors before the audit commences, nature and scope of audit as well as have post-audit discussions to ascertain any area of concern. i Reviewing the Company s financial and risk management policies. j. Carrying out any other function as mentioned in the terms of reference to the Audit Committee. MEETINGS AND ATTENDANCE DURING THE YEAR: Five Meetings of Audit Committee were held on 30.04.2010, 31.05.2010, 10.08.2010, 15.11.2010 and 02.02.2011 during financial year 2010-2011, and all members were present at the meetings. 4. REMUNERATION COMMITTEE: (i) (ii) (iii) Brief description of Terms of Reference The Remuneration Committee has been constituted to recommend and review remuneration package of Executive Directors by reference to performance, experience and responsibilities. Composition of the Committee The Remuneration Committee consists of three directors. Shri Paresh Sampat is a Chairman and Shri Ramawtar Jangid and Shri Pawan Kumar Agrawal are members of the Remuneration Committee. Meetings and attendance There was one meeting of Committee during the financial year 2010-2011. (iv) Details of Remuneration of Directors The details of remuneration paid to Directors during the financial year ended on 31 st March, 2011 is as under: Name Remuneration Rs. Commission Sitting Fees Shri Pawankumar Agrawal 10,50,000/- Nil Nil Shri Ramawtar Jangid Nil Nil Nil Shri Paresh Sampat Nil Nil Nil Shri Zameer Agrawal 10,50,000/- Nil Nil Shares held by Non Executive Directors : All non executive directors hold Nil shares of the Company. 5. SHAREHOLDERS/INVESTOR S GRIEVANCE COMMITTEE: Your Company had constituted Shareholders/Investor s Grievance Committee as required under Clause 49 of the Listing Agreement. The Committee consists of three members. Shri Pawankumar Agrawal is a Chairman of the Committee. The Committee resolves complaints like transfer of shares, non receipt of Annual Reports etc. as received from the Investors and provide information to the Board of Directors of the Company. The Company has received nil complaints from the shareholders during the year under review. 6. GENERAL BODY MEETING: (a) DETAILS OF THE LAST THREE ANNUAL GENERAL MEETINGS: Year Location Date Day Time No. of Special Resolutions 2007-2008 123/1,Saijpur, Gopalpur, 30.09.08 Tuesday 11.00 AM Nil 2008-2009 Pirana Road, Piplej, 30.09.09 Wednesday 11.30 AM Nil 2009-2010 Ahmedabad- 382405 30.09.10 Thursday 11.00 AM 2 Whether Special Resolution : 9
(a) Were put through postal ballot last year : No (b) Are proposed to be conducted through postal ballot this year : No 7. DISCLOSURES: The particulars / details of transactions between the Company and its related parties as per the Accounting Standards are set out in the Disclosure to the Audited Accounts Point No. 4 forming parts of the Accounts. These transactions are not likely to have any conflict with the Company s interest. All details relating to financial and commercial transactions, where Directors may have a potential interest, are provided to the Board and interested Directors neither participate in the discussion, nor do they vote on such matters. There are no instances of non compliances by the Company necessitating imposition of penalties, strictures on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. The Company has complied with all mandatory requirements under Clause 49 of the Listing Agreement and has not complied with non mandatory requirements. 8. CEO/CFO CERTIFICATION The Chief Executives Officer (CEO) and Chief Finance officer (CFO) certification on financial statement pursuant to the provisions of Clause 49 of the Listing agreement is annexed and forms part of the Annual Report of the Company. 9. GENERAL SHAREHOLDERS INFORMATION: A. MEANS OF COMMUNICATION: The quarterly results are published in Western Times (Gujarati & English) News Papers for completion of each quarter and same being submitted to the Stock Exchanges. B. 17TH ANNUAL GENERAL MEETING: Date : 30 th September, 2011 Time : 11.00 A. M. Day : Friday Venue : 123/1, Saijpur Gopalpur, Pirana Road, Piplej, Ahmedabad- 382 405. C. FINANCIAL CALENDAR 2011-2012: Results for Quarter:(Tentative) Annual General Meeting : 30 th September, 2011. Ending on 30 th September, 2011 : 2 nd Week of November, 2011 Ending on 31 st December, 2011 : 2 nd Week of February, 2012 Ending on 31 st March, 2012 : 2 nd Week of May, 2012 D. DATE OF BOOK CLOSURE : 28 th September, 2011 to 30 th September, 2011 (Both Days Inclusive) E. LISTING ON STOCK EXCHANGES: (1) Ahmedabad Stock Exchange Ltd. (2) Jaipur Stock Exchange Limited Kamdhenu Complex, Opp: Sahjanand Stock Exchange Building, College, Panjarapole, J.L.N. Marg, Malviya Nagar, Ahmedabad- 380 015. Jaipur 302017 F. STOCK CODE: Ahmedabad Stock Exchange Limited : 554571 Jaipur Stock Exchange Limited : 5716 G. LISTING FEES: The Company has paid the Annual Listing fees to the Stock Exchange for the financial year 2011-2012. H. DEMAT INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN) IN NSDL AND CDSL FOR EQUITY SHARES: INE479C01014. I. DEMATERIALISATION OF SECURITIES: 79.39% of the Company s Equity Share Capital is dematerialized as on 31 st March, 2011, by the members of the Company through CDSL and NSDL. 10
J. SHARE TRANSFER SYSTEM: Trading in equity share of the Company is permitted in dematerialized form only. Share transfer in physical form received by the Registrar and Transfer agent are registered and returned within the period of 30 days from the date of receipt of the documents, provided all documents are valid and complete in all respects. K. REGISTRAR & SHARE TRANSFER AGENT : Link Intime India Private Limited 211, Sudarshan Complex, Nr. Mithakhali Under Bridge, Navrangpura, Ahmedabad - 380 009. Telefax : 079-26465179. Email: ahmedabad@linkintime.co.in L. ADDRESS FOR COMMUNICATION : : 123/1, Saijpur Gopalpur, Pirana Road, Piplej, Ahmedabad- 382 405. M. REGD. OFFICE & PLANT LOCATION: : 123/1, Saijpur Gopalpur, Pirana Road, Piplej, Ahmedabad- 382 405. N. DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2011. Shareholding of Shares SHAREHOLDERS % AGE TOTAL SHARES % AGE FROM TO NO. OF ALLOTED TOTAL 1-500 3032 95.2560 334100 11.1270 501-1000 39 1.2250 30000 0.9990 1001-2000 40 1.2570 55200 1.8380 2001-3000 55 1.7280 147500 4.9120 3001-4000 1 0.0310 3600 0.1200 4001-5000 0 0.0000 0 0.0000 5001-10000 4 0.1260 29700 0.9890 10001-9999999999 12 0.3770 2402500 80.0140 TOTAL 3183 100.0000 3002600 100.0000 O. SHAREHOLDING PATTERN AS ON: 31ST MARCH, 2011. SR. CATEGORY NO. OF SHARE PERCENTAGE OF NO. HELD SHAREHOLDING 1. Indian Public 718400 23.93 2. NRIs/OCBs NIL NIL 3. Mutual Funds and UTI NIL NIL 4. Bank, Financial Institutions, NIL NIL Insurance Companies, (Central/Institutions) 5. Private Corporate Bodies 461200 15.36 6. Indian Promoters 1823000 60.71 TOTAL 3002600 100.0000 10. Compliance Certificate of the Auditors A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause-49 of the Listing Agreement is attached to this report. For and on behalf of Board of Directors of Roselabs Limited Dated : 05.07.2011 11 Pawankumar Agrawal Managing Director
CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL : To The Members of, Ahmedabad I, Pawankumar Agrawal, Managing Director of the Company, hereby certify that all the Board Members and Senior Management Personnel of the Company have affirmed their compliance with the Code of Conduct in accordance with Clause 49.I.D of the Listing Agreement entered into with the Stock Exchange. As required by Clause 49 of the Listing Agreement, Certificate of Compliance with the Corporate Governance Requirements by the Company issued by Auditors is given as an annexure to the Directors Report. The above report was adopted by the Board at their meeting held on 5 th July, 2011. For and on behalf of Board of Directors of Roselabs Limited Pawankumar Agrawal Date : 05.07.2011 Managing Director 12
To The Members of Roselabs Limited, Ahmedabad. CERTIFICATE We have read the Report of Directors on Corporate Governance and have examined the relevant records relating to compliance of conditions of Corporate Governance by the Roselabs Limited for the year ended 31 st March, 2011, as stipulated in Clause 49 of the Listing Agreement executed by Company with the Stock Exchanges. The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations give to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Agreement. We State that no investors complaints are pending for a period exceeding for 30 days against the Company as per the records maintained by the Share Transfer and Investors Grievance Committee. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or the effectiveness with which the management has conducted the affairs of the Company. 13 For Sunil Poddar & Co. Chartered Accountants (ANIL AGARWAL) Date : 05.07.2011 Partner M. No. 100096 CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY: We, Shri Pawankumar Agrawal, Chairman Managing Director and Shri Ramawtar Jangid, Chairman of an Audit Committee of Roselabs Limited, hereby certify the board that: (a) We have reviewed the financial statements and the cash flow Statement for the year and that to the best of our knowledge and belief; (I) these statement do not contain any materially untrue statement or omit any material fact or contain statement that might be misleading : (II) these statement together present a true and fair view of the Company affairs and are in compliance with existing accounting standards, applicable laws, and regulations. (b) There are to the best of our knowledge and belief, no transactions entered into by Roselabs Limited during the year which are fraudulent, illegal or violative of the Company s Code of Conduct. (c) We are responsible for establishing and maintaining internal controls for financial reporting in Roselabs Limited and we have evaluated the effectiveness of the internal control system of the Company pertaining to financial reporting. We have disclosed to the auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps we have taken or propose to take to rectify these deficiencies. (d) We have indicated to the auditors and the Audit Committee: (I) Significant changes in internal controls over financial reporting during the year. (II) Significant changes in accounting policies during the year and the same have been dissolved in the notes to the financial statements. (III) Instance of Significant fraud of which we have become aware and the involvement therein, if any, of the Management of an employee having a significant role in the Company internal control system. (e) We affirm that we have not denied any personal access to the Audit Committee of the Company (in respect of matters involving alleged misconduct, if any.) (f) We further declare that all Board Members and Senior Management have affirmed compliance with the Code of Conduct for the current year. Pawankumar Agrawal Ramawtar Jangid Date : 05.07.2011 Chairman & Managing Director Director & Chairman-Audit Committee
Company Regn. No:- 04-24905 To, The members Ahmedabad : 382 405. COMPLIANCE CERTIFICATE Authorised Share Capital :-Rs. 3.10 Crores We have examined the registers, records, books and papers of M/S. as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31 st March, 2011. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company, its officers and agents. We certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained all registers as stated in Annexure - A to this certificate, as per the provisions of the Act and rules made there under and all entries therein have been recorded. 2. The Company has filed the forms and returns as stated in Annexure - B to this certificate, with the Registrar of Companies, Gujarat. 3. The Company being Limited Company, restriction regarding capital and number of members is not applicable to it. 4. The Board of Directors met 10 (Ten) times on 30 th April, 2010, 31 st May, 2010, 19 th July, 2010, 10 th August, 2010, 15 th November, 2010, 20 th November, 2010, 1 st December, 2010, 2 nd December, 2010, 2 nd February, 2011 and 22 nd February, 2011 in respect of which meetings proper notice were given and the proceedings were properly recorded and signed in the minutes Book maintained for the purpose. The Company did not pass any circular resolution during the period under review. 5. The Company closed its Register of Members from 28 th September, 2010 to 30 th September, 2010 and necessary compliance of section 154 of the Act has been made. 6. The annual general meeting for the financial year ended on 31 st March, 2010 was held on 30 th September, 2010 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. No Extra Ordinary General Meeting was held during the financial year. 8. The Company has advanced loan to its Directors or persons or firms or Companies referred to under section 295 of the Act. 9. During the year under review, the Company has not entered into any contracts falling within the purview of section 297 of Act. 10. The Company was not required to make any entry in the register maintained under section 301 of the Act during the year under review. 11. As there were no instances falling within the purview of section 314 of the Act, the Company was not required to obtain any approvals from the Board of Directors, Members or Central Government. 12. The Company has not issued any duplicate share certificates during the financial year. 13. The Company : (i) (ii) (iii) (iv) has delivered all the certificates on transfers / transmission of shares and there was no allotment of securities during the year. has not declared any dividend/interim dividend during the financial year under review. was not required to post warrants to any members of the Company as no dividend was declared during the financial year. was not required to transfer to Investor Education and Protection Fund the amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and 14
(v) the interest accrued as there was no amount which had remained unclaimed or unpaid for a period of seven years. has duly complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted and there was no appointment of additional directors, alternate directors and directors to fill casual vacancies during the financial year. 15. The appointment of Managing Director /Whole Time Director has been made in compliance with the provisions of Section 269 of the Act. 16. The Company has not appointed any sole-selling agents during the financial year. 17. The company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act. 18. The Directors have disclosed their interest in other firms/ companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has not issued any shares, debentures or other securities during the financial year. 20. The Company has not bought back any shares during the financial year. 21. The Company has no preference share capital or any debentures, and hence the question of redemption of preference shares or debentures during the financial year, did not arise. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited or accepted deposits falling within the purview of Section 58A of the Act during the financial year. 24. The amount borrowed by the Company from Directors, members, public, financial institutions, banks and others during the financial year ending 31 st March, 2011 is within the borrowing limits of the Company. 25. The company has made investment in the securities of bodies corporate and has made necessary entries in the register kept for the purpose. 26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company s registered office from one state to another during the year under scrutiny. 27. The Company has not altered the provisions of the Memorandum with respect to the Main objects of the Company during the year under scrutiny. 28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny. 29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny. 30. The Company has not altered its Articles of Association during the financial year. 31. There was no prosecution initiated against or show cause notices received by the company and no fines or penalties or any other punishment was imposed on the company during the financial year, for offences under the Act. 32. The Company has not received any money as security from its employees during the year under certification. 33. The Company has not deducted any contribution towards the Provident Fund during the financial year. UMESH VED Partner For KAPOOR & VED Company Secretaries Date : 05.07.2011 C.P. No. 2924 15
ANNEXURE - A Registers as maintained by the Company: 1. Register of Members u/s 150 of the Companies Act, 1956. 2. Register of Director etc. u/s 303 of the Companies Act, 1956. 3. Register of Director Shareholdings u/s 307 of the Companies Act, 1956 4. Register of Charges u/s 143 of the Companies Act, 1956. 5. Register of Disclosure of interest by the Directors u/s section 299 (3) and 301 of the Companies Act, 1956. 6. Register of Investments u/s 372A of the Companies Act, 1956. 7. Minutes Book of the Board Meeting u/s 193(1) of the Companies Act, 1956. 8. Minutes Book of the proceedings of General Meeting u/s 193 of the Companies Act, 1956. 9. Attendance Register of Directors 10. Attendance Register of Members at General matters of the Company. ANNEXURE - B Forms and Returns as filed by the Company with Registrar of Companies, Gujarat during the financial year ending 31 st March, 2011. Sr. Forms/ Filed u/s Description Date of Whether filed If delay in No. Returns Filing within filing whether prescribed requisite time additional fees paid 1. Form No. 8 125 Registration for Particulars 09.08.2010 Yes N.A. of Creation or Modification of Charge 2. Form No. 66 383A Filing of Compliance 06.10.2010 Yes N.A. Certificate for the year ended 31.03.2010 with the Registrar of Companies, Gujarat. 3 Form No. 23B 224(1A) Filing of information by the 21.10.2010 N.A. --- auditor to Registrar 4 Form No. 23B 224(1A) Filing of information by the 27.10.2010 N.A. --- auditor to Registrar 5. Form No. 220 Filing of Balance Sheet and 27.10.2010 No N.A. 23AC& Profit and Loss Account for 23ACA the year ended 31.03.2010 with the Registrar of Companies, Gujarat. 6. Form No. 159 Filling of Annual Return as 23.11.2010 Yes N.A. 20B on date of AGM held on 30.09.2010 with the Registrar of Companies, Gujarat. 7. Form No. 23 192 Registration of Resolution 22.12.2010 No Yes and Agreement 8. Form No. 32 303(2) Change in designation 07.01.2011 No Yes of Directors UMESH VED Partner For KAPOOR & VED Company Secretaries Date : 05.07.2011 C.P. No. 2924 16
AUDITORS REPORT To, The Members of AHMEDABAD. 1. We have audited the attached Balance Sheet of as at 31 st March 2011, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the financial statement ). These financial statements are the responsibility of the company s management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor s Report) Order, 2003 (the order) (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, (the Act ), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 4. Further to our comments in the Annexure referred to above, we report that; i. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. ii. iii. iv. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books; The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account; In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with this Report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956; v. On the basis of written representations received from the Directors, as on 31 st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31 st March, 2011 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956; vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, given the information required by the Companies Act, 1956, in the manner so required and give a true and fair view. (a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2011. (b) (c) In the case of the Profit and Loss Account, of the Profit for the year ended on that date. In the case of the Cash Flow statement, of the cash flows for the year ended on that date. For SUNIL PODDAR & Co. Chartered Accountants Registration No.110603W Date : 05/07/2011 (ANIL AGARWAL) Partner Mem.No.100096 17
Annexure to the Auditor s Report referred to in paragraph 1 of our report of even date : (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) (c) The fixed assets were verified during the year by the management in accordance with a program of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification; The company has not disposed off any of the fixed asset during the year which effects the continuation of the company (ii) (a) In our opinion, physical verification of inventory has been conducted by the management at reasonable intervals; (b) (c) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. (iii) (a) The company has granted unsecured loans to the companies, firm or other parties covered in the register maintained under section 301 of the Act. The details of the parties and amount involved in the transaction are below: Number of parties involved - 5 Loans Granted - Rs. 25.30/- lacs (iv) (b) (c) (d) (e) (f) (g) (h) (i) The loan granted are interest free, as per the information given by the management and to the best of our knowledge and belief the terms and conditions on which loans have been granted to companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956 are not prima facie prejudicial to the interest of the company. In our opinion and as per the information given to us the receipt of the principal amount is regular. In our opinion and as per the information given to us the receipt of the principal amount is regular. There is no overdue principal amount during the year hence further comment on this clause not applicable. There is no overdue principal amount during the year hence further comment no this clause not applicable. The company has borrowed unsecured loans from the companies, firms or other parties covered in the register maintained under section 301 of the Act during the year. The details of the parties and amount involved in the transaction are below: Number of Parties involved 6 Loans granted 151.10/- lacs The loan borrowed are interest free, as per the information given by the management and to the best of our knowledge and belief the terms and conditions on which loans borrowed from companies listed in the register maintained under section 301 of the companies Act, 1956 are not prima facie prejudicial to the interest of the company. In our opinion and as per the information given to us the payments of the principal amount is regular. There is no overdue principal amount during the year hence further Comment no this clause not applicable. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls. (v) (a) According to the information and explanation given to us, We are of the opinion that the particulars of contractor arrangement referred to in section 301 of the Act have been entered in the register required to be maintained under that section. (b) In our opinion and according to the information and explanation given to us the transactions made in pursuance of such contract or arrangement have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. 18
(vi) (vii) The Company has not accepted deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the rules farmed there under and we have informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal. As per the information given to us and verification made by us the company has implemented proper internal check system with in the organization commensurate to nature of its business. In our opinion the system implemented is found adequate looking to the size of the company. (viii) The maintenance of cost records to the company has been not prescribed by the Central Government under Clause (d) of sub section (1) of the section 209 of the Act. (ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, Service Tax, custom duty, cess and other material statutory dues applicable to it. (x) (xi) (xii) (b) There were no disputes and forum where dispute is pending, on account of which the income tax Custom tax/ wealth tax/service tax/excise duty/cess has not deposited. There are no accumulated losses in the company as on 31.03.2011. Further, the company has not incurred any cash losses during the financial year covered by our audit as well as in the immediately preceding financial year. Based on our examination of books and records of the company and on the basis of the information and explanation given by the management the company has been regular in repayment of its dues to the financial institutions or banks. On the basis of the information and explanation given to us the company has not granted and loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion the company is not nidhi/mutual benefit fund/society/chit fund company. Therefore the provisions of clauses 4 (xiii) of the companies (Auditors Report), 2003 are not applicable to the company. (xiv) On the basis of examination of books and records of the company and information and explanation given by the management the company is not dealing or trading in shares, securities, debentures and other securities with a view to make profit other than long term investments, hence information with regard to other point is not applicable. (xv) As per the information provided to us the company has not given any guarantees for loans taken by others from bank or financial Institutions. (xvi) The company has not borrowed any term loans during the year, hence specific comment upon this clause not applicable. (xvii) In our opinion on the basis of our verification the funds are utilized for the purpose they borrowed, no funds borrowed on short-term basis have been utilized for long term and vice-versa. (xviii) During the year the company has not allotted any shares to parties and companies covered in the Register maintained under section 301 of the Act, (xix) The company has not issued any debentures during the year specific comment upon the creation of securities in respect of debentures not applicable. (xx) The company has not raised money by public issue hence any specific comments up on the disclosure of end use is not applicable to the company. (xxi) To the best of our Knowledge and belief, and according to the information and explanation given to us, no frauds on or by the company was noticed or reported during the year. For SUNIL PODDAR & Co. Chartered Accountants Registration No.110603W Date : 05/07/2011 (ANIL AGARWAL) Partner Mem.No.100096 19
I SOURCES OF FUNDS : BALANCE SHEET AS AT 31ST MARCH, 2011 SCHEDULE AS AT AS AT 31st March, 2011 31st March, 2010 (RS.) (RS.) 1 SHARE HOLDERS FUNDS a) Share Capital A 30,026,000 30,026,000 b) Resreves & Surplus B 560,325-2 LOAN FUNDS a) Secured Loan C 74,832,945 4,717,489 b) Unsecured Loan D 26,730,000 1,818,634 TOTAL 132,149,270 36,562,123 II APPLICATION OF FUNDS : 1 FIXED ASSETS a) Gross Block E 8,673,938 1,877,277 b) Less: Depreciation 690,612 573,266 c) Net Block 7,983,326 1,304,011 2 INVESTMENTS F 1,139 1,139 3 CURRENT ASSETS, LOANS AND ADVANCES a) Inventories G 12,554,574 8,135,100 b) Sundry Debtors H 142,486,593 14,480,024 c) Cash & Bank Balances I 1,340,505 206,539 d) Loan & Advances J 10,934,380 17,789,758 40,611,421 24,502,642 LESS : CURRENT LIABILITIES K 43,151,247 6,452,595 and Provisions NET CURRENT ASSETS 124,164,805 34,158,827 4 Profit and Loss Account - 1,098,146 132,149,270 36,562,123 NOTES ON ACCOUNTS R SCHEDULE "A" TO "K" and "R" FORMS AN INTEGRAL PART OF BALANCE SHEET As per our Audit Report of even date FOR & ON BEHALF OF M/S. SUNIL PODDAR & CO. Chartered Accountants Registration No. 110603W Anil Agarwal Partner M. No. 100096 Date : 05/07/2011 20 Zameer Agrawal Director Date : 05/07/2011 FOR & ON BEHALF OF Pawan Agrawal Director
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011 INCOME SCHEDULE Year ended Year ended 31/03/2011 31/03/2010 (RS.) (RS.) Sales less returns 390,916,313 44,421,377 Other Income L 2,278,045 1,279,477 Investment Income M 12,617 3,405,843 Increase in stocks N 4,419,474 6,368,080 397,626,449 55,474,777 EXPENDITURE Purchases 361,640,840 32,350,924 Employee's Cost O 9,896,963 7,994,881 Administrative and Selling Exp. P 19,387,452 12,754,903 Financial Charges Q 4,411,253 241,567 Depreciation E 536,758 173,073 Loss on sale of Assets 89,344-395,962,610 53,515,348 Notes on Accounts R Profit during the Year 1,663,840 1,959,429 Tax Provisions - Current Tax 308,476 284,027 - MAT Credit for the year (308,475) - Profit after taxation 1,663,840 1,675,402 Surplus Brought forward (1,098,145) (2,768,749) Short Provision for Taxes of earlier year 5,369 4,798 Surplus carried to Balance Sheet 560,325 (1,098,146) Basic EPS and Diluted EPS 0.55 0.56 Schedule "L" to "R" forms an integral part of Profit and loss A/c As per our Audit Report of even date FOR & ON BEHALF OF M/S. SUNIL PODDAR & CO. Chartered Accountants Registration No. 110603W Anil Agarwal Partner M. No. 100096 Date : 05/07/2011 21 Zameer Agrawal Director Date : 05/07/2011 FOR & ON BEHALF OF Pawan Agrawal Managing Director