DIRECTORS' REPORT To, The Members, 1.Your Directors have the pleasure in presenting their 38th Annual Report on the business and operations of the Company and the Accounts for the Financial Year ended 31st March, 2016. 2. CHANGE IN THE NATURE OF BUSINESS: There is no change in the nature of the business of the Company done during the year. 3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT. No material changes and commitments affecting the financial positions of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. 4. DIVIDEND: To conserve the resources, the directors do not recommend any dividend for the financial year ended 31st March, 2016 under review. 5. DEPOSITS: The Company has not accepted nor does it continue to hold any public deposits as contemplated under Chapter V of the Companies Act, 2013. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mrs. S. F. Vakil (DIN- 0002519), Director of the Company is liable to retire by rotation and being eligible for re-appointment at the forthcoming Annual General Meeting of the Company has offered herself for re-appointment. Mrs. S. F. Vakil holds 9,500 Equity Shares of the Company. 7. PARTICULARS OF EMPLOYEES: Details as required under Section 134 of the Companies Act, 2013 read with Rule 5 (2) of Chapter XIII of the Companies (Appointment and Remuneration of Managerial Personals) Rules, 2014, is not provided since there is no employee drawing more than Rs.60,00,000/-p.a. as remuneration or Rs.5,00,000/- p.m. as remuneration. 8. RELATED PARTY TRANSACTIONS: There are no materially significant related party transaction made by the company during the year other than as disclosed in the notes to accounts and Form AOC-2 is not applicable to the Company. 9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013: The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The Details of the Investments made by the Company are given in the notes to the financial statements. 10. MEETINGS: A calendar of Meetings is prepared and circulated in advance to the Directors. During the year the Board of Directors duly meet 4 (Four) times on 30th April, 2015, 29th July, 2015, 29th October, 2015 and 29th January, 2016, which were duly convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 11. AUDITORS: The Auditors, M/s. P. G. Bhagwat, Chartered Accountants (Firm Registration No. 101118W) was appointed in the 37thAnnual General Meeting of the Company for one year. As required under the provisions of the Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. P. G. Bhagwat, Chartered Accountants to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the Companies Act, 2013. 12. AUDITORS' REPORT: The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. 13. EXTRACT OF ANNUAL RETURN: As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-9 as a part of this Annual Report as ANNEXURE-I. 14. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE: As required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company has no activity relating to the conservation of energy or technology absorption. During the FY 2015-16, the Company did not earn any income or incur any expenditure in foreign currency. 15. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby conformed that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and 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; and (e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (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. 16. ACKNOWLEDGMENTS: The relations between the management and the staff were cordial during the period under review. The company also wishes to put on record the appreciation of the work done by staff. On Behalf of the Board of Directors For Rose Investments Limited Sd/-Mrs. S. F. Vakil Director (DIN: 00002519) Sd/- Mr. F. D. Neterwala Director (DIN: 00008332) Place: Mumbai Date: May 6, 2016 |