rosekamal textiles limited...notice notice is hereby given that the thirty first annual general...
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ROSEKAMAL TEXTILES
LIMITED
ANNUAL REPORT
2015-16
ROSEKMAL TEXTILES LIMITED
Board of Directors :
ALOK PRAFUL SHAH
KUMUD ARVIND PATWA
HARISHCHANDRA B. BHARUCHA
(Independent Director)
KETAN A. JARIWALA
(Independent Director)
Chief Financial Officer : Rupesh V. Diwan
Statutory Auditors : A.M. Modi & Associates, Chartered Accountants, Surat.
Audit Committee : HARISHCHANDRA B. BHARUCHA
KETAN A. JARIWALA
ALOK PRAFUL SHAH
Nomination and
Remuneration Committee :
HARISHCHANDRA B. BHARUCHA
KETAN A. JARIWALA
KUMUD ARVIND PATWA
Registered Office :
Contact :
e-mail :
Website :
CIN :
Dr.Amichand Shah's Wadi, Rampura Tunki, Surat-3.
(0261) 2419019, Fax : (0261) 2418980
www.rosekamal.com
L17114GJ1985PLC013257
Registrar & Share Transfer Agents :
MCS Share Transfer Agent Ltd ,
12/1/5, Manoharpukur, Road,
Kolkata,West Bengal - 700026
Branch : Neelam Apartment, 88,
Sampatrav Colony,
Alkapuri, Baroda-390 005.
e-mail : [email protected]
NOTICE
Notice is hereby given that the Thirty First Annual General Meeting of the Members of Rosekamal Textiles Limited
will be held on Thursday September 22, 2016 at 12.30 p.m. at the registered office of the Company at Dr. Amichand
Shah’s Wadi, Rampura Tunki, Surat 395003, to transact the following businesses:
Ordinary Business:
1 To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended 31st March 2016 and
the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereof.
2 To re-appoint a Director Mrs. Kumud A. Patwa (DIN-00120340), who retires by rotation at this meeting and being
eligible, offers herself for re-appointment.
3 To re- appoint A. M. Modi & Associates, Chartered Accountants, having ICAI Membership Registration No.
034904 to hold office from the conclusion of the forthcoming Annual General Meeting till the conclusion of the
next Annual General Meeting and to fix their remuneration.
By Order of the Board of Directors
Place : Surat
Alok Praful Shah
Dated : 1st August 2016 Director
Registered Office:
Dr. Amichand Shah’s Wadi,
Rampura Tunki,
Surat 395003
CIN : L17114GJ1990PLC013257
e-mail : [email protected]
www.rosekamal.com
NOTES FOR MEMBERS’ ATTENTION:
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead
himself and such proxy need not be a member of the company. 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.
2. Corporate Members intending to depute their authorised representatives to attend the Meeting pursuant to
Section 113 of the Companies Act, 2013 are requested to send to the Company a duly certified true copy of the
Board Resolution/ Power of Attorney authorising their representatives to attend and vote on their behalf at the
Meeting.
3. A person can act as Proxy on behalf of Members not exceeding 50 and holding in the aggregate not more than
10% of the total share capital of the Company carrying voting rights. A Member holding more than 10% of the
total share capital of the company carrying voting rights may appoint a single person as proxy and such person
shall not act as a proxy for any other person or shareholder.
4. The instrument appointing proxy in order to be effective should be duly stamped, completed and signed and
should be deposited at the Registered Office of the Company not later than 48 hours before the time fixed for the
meeting.
5. Members / proxies should bring the Attendance Slip duly filled in for attending the meeting. The form of
attendance slip and proxy form are attached at the end of the Annual Report
6. The Register of the member and Shares Transfer Book of the Company will remain closed from 19.09.2016 to
21.09.2016 (both days inclusive).
7. Shareholders, holds shares in identical names, in more than one folios, are requested to apply for consolidations
of folios and send relevant shares certificates to Registrar for consolidations.
8. Members desiring any information’s as regarding to the accounts are requested to write to the Company at-least
7 days in advance, enable the management to keep the information ready.
9. Pursuant to the provisions of Section 205A(5) and 205Cof the Companies Act, 1956, the Unpaid / Unclaimed
dividend for the financial year 2007- 2008 has been transferred by the Company to the Investor Education and
Protection fund (IEPF) established by the Central Government.
10. Pursuant to the provisions of Section 205A of the Companies Act, 1956, as amended, dividend for the Financial
Year 2008-09 and the dividends for the subsequent years, which remain unpaid or unclaimed for a period of 7
years will be transferred to IEPF. Shareholders who have so far not encashed the dividend warrant(s) for the
financial year 2009- 10 onward are requested to make their claim to the Secretarial Department at the Registered
Office of the Company or to the RTA of the Company, failing which the unpaid/ unclaimed amount will be
transferred to the IEPF. It may also be noted that once the unpaid/ unclaimed dividend is transferred to the IEPF
as above, no claim shall lie against the Company or the IEPF in respect of such amount by the Member.
11. The Statement pursuant to Section 102(1) of the Companies Act, 2013 is not appended since there being no
Special Business set out in the Notice is annexed.
12. The details of Director seeking re-appointment at the forthcoming Annual General Meeting (pursuant to
Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standard - 2 issued by The Institute of Company Secretaries of India are furnished below:-
Name of Director Mrs. Kumud Arvindbhai Patwa
DIN 00120340
Date of birth 09/02/1930
Date of appointment 26/05/2014
Expertise in specific Professional areas Wide managerial experience.
Qualification Master of Science from Mumbai University
List of other Indian Public Limited Companies (listed
company) in which Directorship held
None
Chairman/Member of the Committee of Board other
Public Limited (listed company) Companies
None
Number of Shares held in the Company Nil
Relationship between Directors inter-se Relative (maternity aunty) of Mr.Alok P.Shah
13. Instructions for Voting through electronic means :
In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and
Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company is pleased to provide to its Members facility to exercise their
right to vote on resolutions proposed to be considered at the Annual General Meeting (“AGM”) by electronic
means and the business may be transacted through e-voting services arranged by MCS Share Transfer Agents
Limited (“RTA”). The Members may cast their votes using an electronic voting system from a place other than
the venue of the AGM (“remote e-voting”). E-voting facility will not be available at the AGM.
(i) The voting period begins on Monday, 19.09.2016 (9.00 am) and ends on Wednesday, 21.09.2016 (5.00 pm).
During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized
form, as on the cut-off date Thursday 15.09.2016 may cast their vote electronically. The e-voting module shall
be disabled by CDSL for voting thereafter.
(ii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iii) Click on Shareholders.
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier
voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders)
• Members who have not updated their PAN with the Company/Depository Participant
are requested to use the sequence number which is printed on Address sticker
indicated in the PAN field.
Dividend Bank
Details
OR
Date of Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
your demat account or in the company records in order to login.
• If both the details are not recorded with the depository or company please enter the
member id / folio number in the Dividend Bank details field as mentioned in
instruction (iv).
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Members holding shares in physical form will then directly reach the Company selection screen. However,
members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to
mandatorily enter their login password in the new password field. Kindly note that this password is to be also
used by the demat holders for voting for resolutions of any other company on which they are eligible to vote,
provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your
password with any other person and take utmost care to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.
(xi) Click on the EVSN for the relevant Bijlee Textiles Limited on which you choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO”
for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution
and option NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and
accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xvii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification
code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles.
The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the
mobile app while voting on your mobile.
(xix) Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on
to www.evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
• After receiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to [email protected] and on approval
of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions
(“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to
14. As per requirements of Companies Act together with listing agreement provision as set out by stock exchanges
and SEBI, the company has appointed Ms K. Dalal & Co a practicing company secretary addressed at 205,
Pawan Hans, B/H Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat – 395 002 to acts as scrutinizer
for the e-voting to be carried out for the ensuing AGM. The consent of the said scrutinizer has been already
obtained for the purpose.
By Order of the Board of Directors
Place : Surat
Alok Praful Shah
Dated : 1st August 2016 Director
ROSEKAMAL TEXTILES LIMITED (L17114GJ1990PLC0132572)
Regd. Off: Dr. Amichand Shah’s Wadi, Rampura Tunki, Surat 395003
Email.: [email protected], website www.rosekamal.com
Phone: +91-261-2419019, Fax: +91-261-2418980
DIRECTORS' REPORT
To the Members of
Rosekamal Textiles Limited
Your Directors have pleasure in submitting their 31st Annual Report together with the audited financial statements of
the Company for the financial year ended 31st March 2016.
1. Financial Summary or performance of the company: (Amount in ₹)
2015-16 2014-15
Net Sales / Income from operations 2,29,145 2,23,197
Other Income 1,62,614 86,708
Total Income 3,91,759 3,09,905
Profit / (Loss) before depreciation (3,05,064) (2,94,076)
Less: Depreciation 0 0
Profit / (Loss) before Tax (3,05,064) (2,94,076)
(Add)/Less: Provision for Tax / adjustment 0 0
Net Profit / (Loss) after Tax (3,05,064) (2,94,076)
2. Dividend
Considering the loss incurred by the Company, your Directors do not recommend any dividend on equity shares
for the year.
3. Share Capital
The Issued, Subscribed and Paid-up equity share capital as on 31st March, 2016 was ₹100.00 Lacs. There was no
public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares
with differential voting rights, sweat equity shares, nor has it granted stock options. As on 31st March, 2016, none
of the Directors of the Company hold instruments convertible into equity shares of the Company.
4. Transfer of unclaimed dividend to Investor Education and Protection Fund
In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial
year 2007-2008 is due for remittance on 27/11/2015 to the Investor Education and Protection Fund established by
the Central Government. Company has transferred ₹ 465/- unclaimed dividend to Investor Protection Fund on
02/05/2016.
5. Review of Operations
During the year under review, the net sales / income from business operation of your Company marginally
increased at ₹ 2,29,145 as against ₹ 2,23,197 in the previous year. The year under review witnessed lower demand
growth and the downturn continued in the textile industry due to oversupply situation. The profitability of the
Company was adversely affected and the loss for the year 2015-16 increased from ₹ 2,94,076 to ₹ 3,05,064.
6. Material Changes between the date of the Board report and end of financial year.
No material changes and commitments affecting the financial position of the Company occurred between the end
of the financial year to which these financial statements relate on the date of this report
7. Conservation of energy, technology absorption, foreign exchange earnings and outgo:
The provisions of Section 134(m) of the Companies Act, 2013 is not applicable to our Company. There was no
foreign exchange inflow or Outflow during the year under review.
8. Statement concerning development and implementation of risk management policy of the Company
The Company does not have any Risk Management Policy as the element of risk threatening the Company’s
existence is very minimal.
9. Corporate Social Responsibility:
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said
provisions are not applicable.
10. Particulars of loans, guarantees or investments under section 186:
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act,
2013 during the year under review and hence the said provision is not applicable.
11. Particulars of contract or arrangements under section 188:
There was no contract or arrangements made with related parties as defined under Section 188 of the Companies
Act, 2013 during the year under review.
12. Explanatory or comments on qualifications, reservations or adverse remarks or disclaimers made by the
auditors and the practicing Company Secretary in their reports
There were no qualifications, reservations or adverse remarks made by either by the Statutory Auditors or by the
Secretarial Auditors in their respective reports.
13. Company’s policy on directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under sub-section
(3) of section 178;
The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, and other
related matters as provided under Section 178(3) of the Companies Act, 2013 are as under :
a. Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 and the
Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from
diverse fields or professionals.
b. The Company has formulated the remuneration policy for its KMP and other employees keeping in view the
level and composition of remuneration as reasonable. Ensuring that remuneration meets the performance
benchmark and it reflects long term performance objectives.
c. For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and rules
framed therein, circulars and guidelines issued by the Central Government and other authorities from time to
time. However, No remuneration has been given to any Directors during the year.
d. Details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as per Annexure - A.
14. Extracts of Annual Return in Form MGT-9
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies
(Management and administration) Rules, 2014 is furnished in Annexure - B. and is attached to this Report.
15. Number of meeting of the Board: The Board of Directors have met 9 (nine) times during the financial year ended 31st March, 2016. On 05/05/2015,
26/05/2015, 27/07/2015, 26/10/2015, 05/11/2015, 27/11/2015, 02/12/2015, 25/01/2016 & 15/03/2016.
16. Directors’ Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your Directors state that :
a. in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed and there are no
material departures from the same;
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 as at March 31, 2016 and of the loss of the Company for the year ended on that date;
c. the Directors have 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 have prepared the annual accounts on a going concern basis.
e. the Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
17. Subsidiaries, Joint Ventures and Associates Companies
The Company does not have any Subsidiary, Joint venture or Associate Company.
18. Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
19. Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,
Smt. Shilpa Praful Shah Director of the Company retire at the ensuring Annual General Meeting and being
eligible have offered herself for re-appointment. The Company devised a policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors which include criteria for performance
evaluation of the non-executive directors and executive directors.
20. Declaration by Independent Directors
As required under Section 149(7) of the Companies Act, 2013, the Company has received declarations from all
the Independent Directors of the Company confirming they meet the criteria of independence as prescribed under
the Act.
21. Statutory Auditor Messrs A. M. Modi & Associates Chartered Accountants, Statutory Auditors of the Company will retire from the
office of the Auditors and being eligible offer themselves for re-appointment. Their remuneration for the current
year is to be fixed by you.
22. Secretarial Auditor
The Board has appointed Mr. Jigar K. Vyas, Practicing Company Secretary to conduct Secretarial Audit for the
financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed
herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
23. Particulars of employee and related disclosure
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there was no employee
drawing the remuneration in excess of the limits set out in the said rules.
24. Internal Auditor Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company
have appointed M/s Aadil Aibada & Associates, Chartered Accountant as Internal Auditors of the Company, for
the financial year 2016-17.
25. Risk Management Policy
As the elements of risk threatening the Company’s existence is very minimal. The Company does not have any
Risk Management Policy
26. Disclosure of composition of audit committee and providing VIGIL mechanism
The Audit Committee comprises Independent Directors namely Shri Ketan Arunchandra Jariwala and Shri Harish
Balvantrai Bharucha. All the recommendations made by the Audit Committee were accepted by the Board.
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns
expressed by the employees and other Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns. The Company has also provided direct
access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and
the Company.
27. Adequacy of Internal Financial Control
The Company has in place adequate internal financial controls with reference to financial statements. Periodic
audits are undertaken on continuous basis covering all the major operations.
28. Nomination and Remuneration Policy
On recommendation of Nomination and Remuneration Committee, the Board of Directors have approved a
Nomination and Remuneration Policy for the appointment and remuneration of the director, key managerial
personnel (KMP) and other employees.
29. Shares
• Buy Back of Securities The Company has not offered any buyback of securities during the year under review.
• Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
• Bonus Shares
No Bonus Shares were issued during the year under review.
• Employee stock option plan
The Company has not provided any Stock Option Scheme to the employees.
30. Acknowledgements
The Directors wish to place on record their appreciation for the continued support and co-operation extended to
your Company its bankers, customers, suppliers, government authorities, regulatory authorities and other stake
holders.
Your Directors also acknowledge the support extended by the employees and the guidance by the members on the
Board.
By Order of the Board of Directors
Place : Surat
Alok P. Shah
Dated : 1st August 2016 Director
ANNEXURE – A : PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3)(q) OF THE COMPANIES ACT,
2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
Sr.
No.
Requirement under Rule 5(1) Details
1. The Ratio of the remuneration of each executive Director to
the median remuneration of the employees of the Company
for the Financial Year.
No Remuneration to any executive Directors
2. The Percentage increase in remuneration of each Executive
Director, Chief Financial Officer, Chief Executive Officer &
Company Secretary in the financial year.
(1) Shri Alok Praful Shah- Managing Director – Nil
(2) Shri Rupesh Diwan - CFO – Nil
(3) Shri Jayendra Shah- Company Secretary – Nil (Resigned
during the year)
3. The Percentage increase in the median remuneration of
employees in the financial year.
Nil
4. Number of Permanent Employees on the rolls of the
Company as on 31st March, 2016.
Nil
5. The Explanation on the relationship between average
increase in remuneration and Company performance.
Not Applicable
6. Comparison of the remuneration of the Key Managerial
Personnel (“KMP”) (Individually and totally) against the
performance of the company.
(i) Aggregate remuneration* of Key Managerial Personnel in
FY 2015-16 is ₹ 0.50 Lacs (ii) Total revenue ₹ 3.92 Lacs
(iii) Remuneration of KMPs (as percentage of revenue)
12.76% (* Remuneration of KMPs includes remuneration to
CFO and Company Secretary)
7. Average percentile increase made in the salaries of
employees other than the managerial personnel in last
Financial Year and its comparison with the percentile
increase in the managerial remuneration and justification
thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration.
Justification for variation in the average percentile increase
between Non Managerial employees and Managerial
employees.
Not Applicable
Not applicable
8. Key parameters for any viable component of remuneration
availed by the Directors.
Not applicable
9. Ratio of the remuneration of the highest paid director to that
the employees who are not directors but received in excess of
the highest paid director during the year.
None.
10. Affirmation that the remuneration is as per the remuneration
policy of the company.
The Company affirms remuneration is as per the
remuneration policy of the Company
11 Variations in the market capitalization. Market capitalization as on 31/03/2016 is ₹ 0.42 crore. No
change since 31/03/2015 as per Prices on BSE.
12. Price earnings ratio as at the closing of 31st March, 2016 and
31st March, 2015.
31/03/2016 – Nil (EPS being negative)
31/03/2015 – Nil (EPS being negative)
13. Percentage increase or decrease in the market quotations of
the shares of the company in comparison to the rate at which
the company came out with the last public offer.
Market Price (BSE) – 31/03/2016 ₹ 4.20 per share.
Market Price (BSE) – 31/03/2015 ₹ 4.20 per share.
ANNEXURE – B : EXTRACT OF ANNUAL RETURN of ROSEKAMALTEXTILES LIMITED
as on the financial year ended on 31/03/2016
Form No. MGT-9
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS:
i) CIN:- L17114GJ1985PLC013257 ii) Registration Date – 23/03/1985 iii) Name of the Company – ROSEKAMAL TEXTILES LIMITED iv) Category / Sub-Category of the Company - PUBLIC LISTED COMPANY v) Address of the Registered office and contact details - DR AMICHAND SHAH WADI RAMPURATANKI, SURAT, GUJARAT
vi) Whether listed company Yes / No - YES
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any – MCS Share Transfer Agent Ltd.
Branch-Neelam Apartment, 88 Sampatrao Colony, Alkapuri, Vadodra-390005 Tel No-0265-2339397
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sl. No. Name and Description of main
products / services
NIC Code of the
Product/ service
% to total turnover of
the company
1 TRADING IN TEXTILES 47190 / 4751 58.49%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
Sl. No. NAME AND ADDRESS OF
THE COMPANY
CIN/GLN HOLDING/ SUBSIDIARY/
ASSOCIATE
% of shares held Applicable Section
1 NOT APPLICABLE
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding Category of
Shareholders No. of Shares held at the beginning of the
year No. of Shares held at the end of the year % Change
during
the year
Demat Physical Total % of Total Shares
Dem at Physical Total % of Total Shares
A. Promoter s (1) Indian
a) Individual/ HUF
b) CentralGovt c) State Govt(s) d) BodiesCorp. e) Banks / FI f) AnyOther….
Sub-total (A) (1):-
7,48,450 0 0 0 0 0
7,48,450
0 0 0 0 0 0
0
7,48,450 0 0 0 0 0
7,48,450
74.85% 0 0 0 0 0
74.85%
7,48,450 0 0 0 0 0
7,48,450
0 0 0 0 0 0 0
7,48,450 0 0 0 0 0
7,48,450
74.85% 0 0 0 0 0
74.85%
0 0 0 0 0 0
0
(ii)Shareholding of Promoters
Sl N o. Shareholder’s Name
Shareholding at the beginning of the year Share holding at the end of the year
No. of Shares
% of total Shares of
the company
%of Shares Pledged /
encumbered to total shares
No. of Shares
% of total Shares of
the company
%of Shares Pledged /
encumbered to total shares
% change in share holding during the year
1 Shri Praful A. Shah 3,80,950 38.10% 0 3,80,950 38.10% 0 0
2 Praful A. Shah -HUF 30,000 3.00% 0 30,000 3.00% 0 0
3 Smt. Shilpa P. Shah 1,12,500 11.25% 0 1,12,500 11.25% 0 0
4 Shri Alok P. Shah 1,12,500 11.25% 0 1,12,500 11.25% 0 0
5 Shri Suhail P. Shah 1,12,500 11.25% 0 1,12,500 11.25% 0 0
Total 7,48,450 74.85% 0 7,48,450 74.85% 0 0
(2) Foreign
a)NRIs - Individuals b) Other – Individuals c) Bodies Corp. d) Banks / FI e) Any Other….
Sub-total (A) (2):-
Total shareholding of Promoter (A) = (A)(1)+(A)(2)
0 0 0 0 0 0
7,48,450
0 0 0 0 0
0
0
0 0 0 0 0 0
7,48,450
0 0 0 0 0 0
74.85%
0 0 0 0 0
0
7,48,450
0 0 0 0 0 0 0
0 0 0 0 0 0
7,48,450
0 0 0 0 0 0
74.85%
0 0 0 0 0
0
0
B. Public Shareholding
1.Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s)
e) Venture Capital Funds
f) Insurance cos
g) FIIs h)Foreign Venture Capital Funds i) Others(specify)
Sub-total (B)(1):-
0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
0
0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
0
0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
0
2. Non- Institutions
a) BodiesCorp.
i) Indian ii) Overseas
b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh c) Others (specify)
Sub-total
(B)(2):-
Total Public Shareholding (B)=(B)(1)+ (B)(2)
2,43,400 0 0 0 0 0 0
2,43,400
2,43,400
0 0 0 0
8,150
0
0
8,150
8,150
2,43,400 0 0 0
8,150 0 0
2,51,550
2,51,550
24.34% 0 0 0
0.82% 0 0
25.16%
25.16%
2,43,400 0 0 0 0
0
0
2,43,400
2,43,400
0 0 0 0
8,150 0 0
8,150
8,150
2,43,400 0 0 0
8,150 0 0
2,51,550
2,51,550
24.34% 0 0 0
0.82% 0 0
25.16%
25.16%
0
0
0
0
0
0
C. Shares held by Custodian for GDRs & ADRs
0 0 0 0 0 0 0 0 0
Grand Total (A+B+C)
9,91,850 8,150 10,00,000 100% 9,91,850 8,150 10,00,000 100% 0
(iii) Change in Promoters’ Shareholding ( please specify, if there is no change) Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company
No. of shares % of total shares of the company
At the beginning of the year 7,48,450 74.85% 7,48,450 74.85%
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
No Change During The Year
At the End of the year 7,48,450 74.85% 7,48,450 74.85%
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
For Each of the Top 10 Shareholders
No. of shares % of total shares of the company
No. of shares % of total shares of the company
At the beginning of the year 2,44,300 24.43% 2,44,300 24.43%
Date wise Increase / Decrease in Share holding during the year
specifying the reasons for increase / decrease (e.g. allotment / transfer /
bonus / sweat equity etc):
No Change During The Year
At the End of the year ( or on the date of separation, if separated during the year)
2,44,300 24.43% 2,44,300 24.43%
(v) Shareholding of Directors and Key Managerial Personnel: Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
For Each of the Directors and KMP No. of shares % of total shares of the company
No. of shares % of total shares of the company
At the beginning of the year 1,12,550 11.26% 1,12,550 11.26%
Date wise Increase / Decrease in Share holding during the year
specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc):
No Change During The Year
At the End of the year 1,12,550 11.26% 1,12,550 11.26%
V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount ii) Interest due but not paid
iii) Interest accrued but not due
0
0
0
0
0
0
0
0
0
0
0
0
Total (i+ii+iii) 0 0 0 0
Change in Indebtedness during the financial year
· Addition
· Reduction
0 0
0 0
0 0
0 0
Net Change 0 0 0 0
Indebtedness at the end of thefinancial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
0 0 0
0 0 0
0 0 0
0 0 0
Total (i+ii+iii) 0 0 0 0
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Sl. no. Particulars of Remuneration Name of MD/WTD/ Manager Total
Amount
---- --- --- ----
1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act,1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
NIL
2. Stock Option N.A N.A N.A N.A N.A
3. Sweat Equity N.A N.A N.A N.A N.A
4. Commission - as % of profit - others, specify…
N.A N.A N.A N.A N.A
5. Others, please specify N.A N.A N.A N.A N.A
Total (A) N.A N.A N.A N.A N.A
Ceiling as per the Act N.A N.A N.A N.A N.A
B. Remuneration to other directors:
Sl. no. Particulars of Remuneration Name of Directors Total Amount
----- ---- ---- ---
3. Independent Directors · Fee for attending board committee meetings
· Commission
· Others, please specify
N.A N.A N.A N.A N.A
Total (1) N.A N.A N.A N.A N.A
4. Other Non-Executive Directors · Fee for attending board committee meetings
· Commission · Others, please specify
N.A N.A N.A N.A N.A
Total (2) N.A N.A N.A N.A N.A
Total (B)=(1+2) N.A N.A N.A N.A N.A
Total Managerial Remuneration
N.A N.A N.A N.A N.A
Overall Ceiling as per the Act N.A N.A N.A N.A N.A
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
Sl. no. Particulars of Remuneration
Key Managerial Personnel
CEO Company
Secretary
CFO Total
1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
N.A N.A N.A N.A
2. Stock Option N.A N.A N.A N.A
3. Sweat Equity N.A N.A N.A N.A
4. Commission - as % of profit
- others, specify…
N.A N.A N.A N.A
5. Others, please specify N.A N.A N.A N.A
Total N.A N.A N.A N.A
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of Companies
Act
Brief Description Details of Penalty
/ Punishment/
Compounding
fees imposed
Authority [RD /
NCLT COURT]
Appeal made, if
any (give Details)
A. COMPANY
Penalty N.A N.A N.A N.A N.A
Punishment N.A N.A N.A N.A N.A
Compounding N.A N.A N.A N.A N.A
B. DIRECTORS
Penalty N.A N.A N.A N.A N.A
Punishment N.A N.A N.A N.A N.A
Compounding N.A N.A N.A N.A N.A
C. OTHER OFFICERS IN DEFAULT
Penalty N.A N.A N.A N.A N.A
Punishment N.A N.A N.A N.A N.A
Compounding N.A N.A N.A N.A N.A
Independent Auditors’ Report
To the Members,
Rosekamal Textiles Limited
I have audited the accompanying standalone financial statements of ROSEKAMAL TEXTILES LIMITED ("the
Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash
Flow Statement for the year ended , and a summary of the significant accounting policies and other explanatory
information.
Management's Responsibility for the Standalone Financial statements :
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013
("the Act") with respect to the preparation of these stand alone financial statements that give a true and fair view of
the financial position, financial performance and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting Standards specified under Section 133of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that Ire operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility :
My responsibility is to express an opinion on these standalone financial statements based on my audit. I have taken
in to account the provisions of the Act, the accounting and auditing standards and Matters which are required to be
included in the audit report under the provisions of the Act and the Rules made there under.
I conducted my audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those
Standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the
financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the
risks of material mis-statement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial
statements that give a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate
internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by the Company's Directors, as Ill as evaluating the overall presentation of the financial
statements.
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion
on the standalone financial statements.
Opinion :
In my opinion and to the best of my information and according to the explanations given to me, the aforesaid
standalone financial statements give the information required by the Act in the manner so required and give a true
and fair view inconformity with the accounting principles generally accepted in India,
(i) in the case of the Balance sheet, of the state of affairs of the company as at March 31, 2016;
(ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements :
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, I give in the Annexure a statement on the matters specified in paragraphs 3
and 4 of the Order.
2. As required by Section 143(3) of the Act, I report that:
a) I have sought and obtained all the information and explanations which to the best of my Knowledge and
belief were necessary for the purposes of my audit;
b) In my opinion, proper books of account as required by law have been kept by the Company so far as it
appears from my examination of those books;
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report
are in agreement with the books of account;
d) In my opinion, the afore said standalone financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule7 of the Companies (Accounts) Rules, 2014;
e) On the basis of the written representations received from the directors as on 31st
March, 2016 taken on
record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being
appointed as a director in terms of Section 164(2) of the Act;
f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in my opinion and to the best of my information and according
to the explanations given to us:
i) The Company has disclosed the impact of pending litigations on its financial position in its financial
statements.
ii) The Company has made provision, as required under the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii) There has been delay of 164 days in transferring amounts of ₹ 465/-, required to be transferred, to the
Investor Education and Protection Fund by the Company.
For A. M. Modi & Associates FRN : 106476W
Chartered Accountants
(CA. Ashok M. Modi)
Properietor
Surat, dated: May 30, 2016 Membership No. 034904
Annexure referred to in Point 1 of Report on Other Legal and Regulatory Requirements of my report of even date
on the accounts for the year ended 31st
March, 2016
i. The Company has no fixed assets, hence paragraphs (i)(a), (b) and (c) of the Order are not applicable
ii. As per the information and explanations given to me, the inventories have been physically verified by the
management at reasonable intervals during the year and In my opinion, no discrepancies noticed on physical
verification of inventory.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnership or
other parties covered in the register maintained under Section 189 of the Companies Act, 2013, Accordingly
paragraphs (iii)(a) and (b) of the Order are not applicable.
iv. In my opinion, and according to the information and explanations given to me, the Company has complied with the
provisions of section 185 and 186 of the Act with respect to the loans and investments made.
v. The Company has not accepted any deposits from public.
vi. The Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies
Act, 2013 for any of the products of the Company.
vii. a) According to information and explanations given to me, the Company is generally been regular in depositing
undisputed statutory dues as applicable with the appropriate authorities during the year.
b) According to information and explanation given to me, there are no statutory dues as applicable which have not
been deposited on account of any dispute.
viii. The Company has not taken any loans or borrowings from any financial institutions or banks or governments or
debenture holders. Accordingly paragraph 3(viii) of the order is not applicable.
ix. The Company did not raise any money by way of initial public offer or further public offer (including debt
instruments) and term loans during the year. Accordingly paragraph 3(ix) of the order is not applicable.
x. According to information and explanations given to me, no fraud by the Company or any fraud on the company by
its officers or employees has been noticed or reported during the year.
xi. According to information and explanations given to me and based on the examinations of the records of the
Company, No managerial remunerations has been paid or provided by the Company during the year.
xii. In my opinion and according to information and explanations given to me, the Company is not a nidhi company.
Accordingly paragraph 3(xii) of the order is not applicable.
xiii. According to information and explanations given to me and based on the examinations of the records of the
Company, transactions with the related party are in compliance with section 177 and 188 of the Companies Act,
2013 and details of such transactions have been disclosed in the financial statements as required by the applicable
accounting standards.
xiv. According to information and explanations given to me and based on the examinations of the records of the
Company, the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year.
xv. According to information and explanations given to me and based on the examinations of the records of the
Company, the Company has not entered into any non-cash transactions with any directors or persons connected
with him. Accordingly paragraph 3(xv) of the order is not applicable.
xvi. In my opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act,
1934.
For A. M. Modi & Associates FRN : 106476W
Chartered Accountants
(CA. Ashok M. Modi)
Proprietor
Surat, dated: May 30, 2016 Membership No. 034904
Sr. No. Particulars Note No. As at 31-03-2016 As at 31-03-2015
₹ ₹
I EQUITY AND LIABILITIES
(1) Shareholder's Funds
(a) Share Capital 1 1,00,00,000 1,00,00,000
(b) Reserves and Surplus 2 5,91,05,787 5,94,10,851
(2) Current Liabilities
Other Current liabilities 3 7,092 6,999
Total Equity & Liabilities 6,91,12,879 6,94,17,850
II ASSETS ₹ ₹
(1) Non-Current Assets
(a) Non-current investments 4 6,90,42,627 6,92,32,468
(b) Long term loans and advances 5 15,000 15,000
(2) Current Assets
Cash and cash equivalents 6 55,252 1,70,382
Total Assets 6,91,12,879 6,94,17,850
NOTES TO ACCOUNTS 10
Notes referred to above and notes attached there to form an integral part of Balance Sheet
This is the Balance Sheet referred to in our Report of even date.
For A. M. Modi & Associates For Rosekamal Textiles Limited
Chartered Accountants
Rupesh Diwan Harish Bharucha Kumud Patwa
(CA. Ashok Modi) (C F O) (Director) (Director)
Proprietor
Membership No.034904 Place : Surat
Firm Reg. No.: 106476W Dated : 30/05/2016
ROSEKAMAL TEXTILES LIMITEDBALANCE SHEET AS AT 31ST MARCH, 2016
Sr. No Particulars Note No. 2015-16 2014-15
₹ ₹I Revenue from operations 7 2,29,145 2,23,197
II Other Income 8 1,62,614 86,708
III III. Total Revenue (I +II) 3,91,759 3,09,905
IV Expenses:
Purchase of Stock-in-Trade 2,21,103 2,14,601
Other Administrative Expenses 9 4,75,720 3,89,380
Total Expenses (IV) 6,96,823 6,03,981
V Loss before exceptional and extraordinary items and tax (III - IV) (3,05,064) (2,94,076)
VI Exceptional Items - -
VII Loss before extraordinary items and tax (V - VI) (3,05,064) (2,94,076)
VIII Extraordinary Items - -
IX Loss before tax (VII - VIII) (3,05,064) (2,94,076)
X Tax expense:
(1) Current tax - -
(2) Deferred tax - -
(3) (Excess) / Short provision for tax of earlier years - -
XI Profit(Loss) from the period from continuing operations (IX-X) (3,05,064) (2,94,076)
XII Profit/(Loss) from discontinuing operations - -
XIII Tax expense of discounting operations - -
XIV Profit/(Loss) from Discontinuing operations (XII - XIII) - -
XV Profit/(Loss) for the period (XI + XIV) (3,05,064) (2,94,076)
XVI Earning per equity share: (FV Rs. 10)
- Basic & Diluted (0.31) (0.29)
Notes referred to above and notes attached there to form an integral part of Statement of Profit & Loss Statement
This is the Statement of Profit & Loss Statement referred to in our Report of even date.
For A. M. Modi & Associates For Rosekamal Textiles Limited
Chartered Accountants
Rupesh Diwan Harish Bharucha Kumud Patwa
(CA. Ashok Modi) (C F O) (Director) (Director)
Proprietor
Membership No.034904 Place : Surat
Firm Reg. No.: 106476W Dated : 30/05/2016
ROSEKAMAL TEXTILES LIMITEDSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH, 2016
NOTE
1 Share Capital ₹ ₹
Sr.
NoParticulars As at 31-03-2016 As at 31-03-2015
1 Equity Share Capital
Authorised Share capital
10,00,000 Equity Shares of Rs. 10/- each. 1,00,00,000 1,00,00,000
1,00,00,000 1,00,00,000
Issued, subscribed & fully paid share capital
10,00,000 Equity Shares of Rs. 10/- each. 1,00,00,000 1,00,00,000
1,00,00,000 1,00,00,000
Total in ₹ 1,00,00,000 1,00,00,000
a.
Equity Shares (Number of shares of Rs.10 each fully paid) As at 31-03-2016 As at 31-03-2015
Balance at the beginning of the year 10,00,000 10,00,000
Add / (Less) : During the year - -
Balance at the end of the year 10,00,000 10,00,000
b. Details of shareholders holding more than 5 percent of shares
Equity Shares - Rs.10 paid up Rs.10 paid up
Name of shareholder No.s of shares No.s of shares
Shri Praful A. Shah 3,80,950 3,80,950
Smt. Shilpa P. Shah 1,12,500 1,12,500
Shri Alok P. Shah 1,12,500 1,12,500
Shri Suhail P. Shah 1,12,500 1,12,500
Andromeda Textiles & Trading P. Ltd 2,43,400 2,43,400
c.
d.
e.
f.
Nil
Nil
Nil
g.
h.
ROSEKAMAL TEXTILES LIMITED
Notes Forming Integral Part of the Balance Sheet as at 31st March, 2016
Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting
year.
There are No ( Previous year - No) rights, preference and restriction attaching to each class of shares including
restriction on the distribution of dividend and the repayment of capital.
There are nil number of shares ( Previous year Nil) in respect of each class in the company held by its holding
company or its ultimate holding company including shares held by or by subsidiary or associates of the holding
company or the ultimate holding company in aggregate.
There are NIL number of shares ( Previous year Nil) reserved for issue under option and contracts/commitment for
the sale of shares/disinvestment including the terms and amounts.
For the period of five years immediately preceding the date as at which the balance sheet is prepared
Aggregate number and class of shares allotted as fully paid-up pursuant to contract(s)
without payment being received in cash
Aggregate number and class of shares allotted as fully paid-up
Aggregate number and class of shares bought back
There are NO securities ( Previous year No) convertible into Equity/ Preferential Shares.
There are NO calls unpaid ( Previous year No )including calls unpaid by Directors and Officers as on balance sheet
date or any forfeited shares.
ROSEKAMAL TEXTILES LIMITED
Notes Forming Integral Part of the Balance Sheet as at 31st March, 2016
NOTE
2 Reserves & Surplus ₹ ₹
1 Capital Reserve 19,76,040 19,76,040
2 General Reserve 1,37,45,379 1,37,45,379
3 Surplus (Statement of Profit & Loss Account)
Balance brought forward from previous year 4,36,89,432 4,39,83,508
Add: Profit for the period (3,05,064) (2,94,076)
4,33,84,368 4,36,89,432
Total in ₹ 5,91,05,787 5,94,10,851
NOTE
3 Other Current liabilities ₹ ₹
Sr.
NoParticulars As at 31-03-2016 As at 31-03-2015
Others
1 Audit fees payable 3,435 3,371
2 Unclaimed dividend 3,150 3,150
3 Telephone Expenses Payable 507 478
Total in ₹ 7,092 6,999
NOTE
4 Non Current Investment ₹ ₹
Investment in capital of Partnership Firm 6,90,42,627 6,92,32,468
Total in ₹ 6,90,42,627 6,92,32,468
Aggregate amount of Investments : ₹ ₹Quoted : Cost - -
Quoted : Market Value - -
Unquoted : Cost 6,90,42,627 6,92,32,468
NOTE
5 Long Term Loans and Advances ₹ ₹
Security Deposit
Secured, Considered Good :
- Security Deposit - Telephone 15,000 15,000
Total in ₹ 15,000 15,000
ROSEKAMAL TEXTILES LIMITED
Notes Forming Integral Part of the Balance Sheet as at 31st March, 2016
NOTE
6 Cash & Cash Equivalent ₹ ₹
1 Cash-in-Hand
Cash Balance 10,436 3,153
2 Bank Balance
Balance in Current account 32,437 1,53,203
Balance in Unclaimed dividend account 12,379 14,026
Total in ₹ 55,252 1,70,382
NOTE
7 Revenue from Operations ₹ ₹
Sr.
NoParticulars 2015-16 2014-15
Sales (Excise duty - Nil, Pre. Year Nil) 2,29,145 2,23,197
Total in ₹ 2,29,145 2,23,197
NOTE
8 Other Income ₹ ₹
1 Share of profit in partnership firm 1,62,159 45,479
2 Profit on sale of Investments - 41,229
3 Miscellaneous income 455 -
Total in ₹ 1,62,614 86,708
NOTE
9 Other Administrative Expenses ₹ ₹
1 Advertisement 94,930 89,025
2 Auditors Remuneration 3,435 3,371
3 Annual Listing Fees 2,36,120 1,38,203
4 Bank charges 1,977 224
5 Packing, Freight & Forwarding 350 600
6 General Expenses 46,604 99,403
7 Insurance Expenses 231 225
8 Professional Charges 33,442 25,627
9 Professional tax 2,400 2,400
10 Salary 50,000 25,000
11 Securities Transaction charges - 41
12 Telephone Expenses 6,231 5,261
Total in ₹ 4,75,720 3,89,380
Note 10 : Notes forming part of the Accounts :
1 SIGNIFICANT ACCOUNTING POLICIES :
A. SYSTEM OF ACCOUNTING :
B. INVESTMENTS :
i) Long Term investments of the company are stated at their cost of acquisition.
ii)
C. SALES & PURCHASES :
Sales & Purchases are recognised net of returns.
D. TAXATION :
i)
ii)
2 The Company has invested in the capital of the following partnership firms :
Name of the Partnership Firm : RAYBAN INVESTMENTS
Total Capital of the Firm : Rs.26,29,99,683/- as on 31-03-2016.
Share of
Name of the partners Profit/Loss
1 Shri Praful A. Shah 51.00%
2 Shri Praful A. Shah (HUF) 4.00%
3 Smt. Shilpa P. Shah 5.00%
4 Shri Alok P. Shah 15.00%
5 Shri Suhail P. Shah 15.00%
6 Bijlee Textiles Ltd. 1.00%
7 Introscope Properties Pvt. Ltd. 7.00%
8 Prabhat Silk Mills Ltd. 1.00%
9 Rosekamal Textiles Ltd. 1.00%
3 Net gain / (Loss) on sale of Investments : 2015-16 2014-15
₹ ₹
a) Long Term Investments - 41,229
b) On account of membership of partnership firm 1,62,159 45,479
4 No Provision for Current tax has been made in the absence of taxable income.
5 Payment to Auditors : (including service tax) ₹ ₹
a) For Statutory audit 3,371 6,742
b) For Tax audit - -
c) For Other services 8,427 8,427
Quantitative details :
Fabrics : Meters Amount Meters Amount
Purchases 4,550.00 2,21,103 5,929.00 2,14,601
Sales 4,550.00 2,29,145 5,929.00 2,23,197
Opening Stock -- -- -- -- -- -- -- --
Closing Stock -- -- -- -- -- -- -- --
6
7
2015-16 2014-15
Current tax has been determined and provided as the amount of tax payable in respect of taxable
income for the year.
ROSEKAMAL TEXTILES LIMITED
The Company follows the mercantile system of accounting and recognises income and expenditure
on the accrual basis.
Provision for diminution in the value of long term investments is made only if, such a decline is other
than temporary in the opinion of the management.
Deferred tax recognised, subject to the consideration of prudence, on timing differences, being the
difference between taxable income and accounting income that originate in one period and are
capable of reversal in one or more subsequent periods.
The Company principally engaged in the business of Textiles. Accordingly there are no reportable segments
as per Accounting Standard No.17 issued by the Institute of Chartered Accountants of India on 'Segment
Reporting'.
Notes Forming Integral Part of the Balance Sheet as at 31st March, 2016
The Company has no suppliers which constitutes small scale Industrial undertaking and outstanding.
ROSEKAMAL TEXTILES LIMITEDNotes Forming Integral Part of the Balance Sheet as at 31st March, 2016
8 Earning Per share :
2015-16 2014-15
Particulars ₹ ₹
-3,05,064 -2,94,076
Weighted Average Number of Equity Shares (No’s) 10,00,000 10,00,000
-0.31 -0.29
9
a) Ahmedabad Stock Exchange Limited
Kamdhenu Complex, Opp. Sahajanand College,
Panjarapole, Ahmedabad - 380 015.
b) Bombay Stock Exchange Limited
Phiroz Jeejeebhoy Tower,
Dalal Street, Mumbai-01.
10
(a) Relationships :
i) Joint Ventures / Partnerships :
Rayban Investments
(b) The following transactions were carried out with related parties :
Related Parties
Referred in
14(a)(i)above
i) Transactions during the year :
Withdrawn (net) from capital accounts 3,52,000
(3,70,000)
Share of Profit/(Loss) earned 1,62,159
(45,479)
ii) Outstanding balance at the end of the year :
Debit balance 6,90,42,627
(6,92,32,468)
Note : Figures in brackets represent previous year's amount.
As per our report of even date
For A. M. Modi & Associates For Rosekamal Textiles Limited
Chartered Accountants
Rupesh Diwan Harish Bharucha Kumud Patwa
(CA. Ashok Modi) (C F O) (Director) (Director)
Proprietor
Membership No.034904 Place : Surat
Firm Reg. No.: 106476W Dated : 30/05/2016
Net profit after tax before adjustment of Income Taxes of earlier
year
Earning Per Share before adjustment of Income Tax of earlier years
Related party disclosures as required by Accounting Standard No.18 issued by the Institute of Chartered
Accountants of India are as follows :
The equity shares of the company are listed on the following Stock Exchanges and company has duly paid
the requisite amount of annual listing fees for the year 2015-16 to both the Stock Exchanges.
C A S H F L O W S T A T E M E N T
for the year ended 31st March, 2016 Current Previous
Year Year
₹ ₹
A. CASH FLOW FROM OPERATING ACTIVITIES :
Net Profit before Tax and Extra ordinary Items (3,05,064) (2,94,076)
Adjustments for -
Depreciation -- --
(Profit)/Loss on sale of Investments -- (41,229)
Dividend (received) -- --
Share of (Profit) / Loss in partnership firm (1,62,159) (45,479)
Operating Profit before working Capital Changes (4,67,223) (3,80,784)
Adjustments for :
(Increase) / Decrease in Stock in trade -- --
(Increase) / Decrease in Debtors -- --
(Increase) / Decrease in other current Assets -- --
Increase / (Decrease) in Current Liabilities 93 (334)
Cash generated from operations (4,67,130) (3,81,118)
Direct Taxes (paid) -- --
Net Cash Flow from operating Activities (4,67,130) (3,81,118)
B. CASH FLOW FROM INVESTING ACTIVITIES :
(Purchase) of Investments -- --
Sale of Investments 3,52,000 4,11,229
(Purchase) of Fixed assets -- --
Dividend received -- --
(Increase) / Decrease in Loans & Advances -- --
Net Cash from Investing Activities 3,52,000 4,11,229
C. CASH FLOW FROM FINANCING ACTIVITIES
Dividend (Paid) -- --
Tax on Dividend (Paid) -- --
Net Cash from Financing Activities - -
Net increase in Cash & Cash equivalents (A+B+C) (1,15,130) 30,111
Cash and Cash equivalent as at 01/04/2015 1,70,382 1,40,271
Cash and Cash equivalent as at 31/03/2016 55,252 1,70,382
As per our report of even date
For A. M. Modi & Associates For Rosekamal Textiles Limited
Chartered Accountants
Rupesh Diwan Harish Bharucha Kumud Patwa
(CA. Ashok Modi) (C F O) (Director) (Director)
Proprietor
Membership No.034904 Place : Surat
Firm Reg. No.: 106476W Dated : 30/05/2016
ROSEKAMAL TEXTILES LIMITED
ROSEKAMAL TEXTILES LIMITED CIN: L17114GJ1985PLC013257
Regd. Office: Dr.Amichand Shah's Wadi, Rampura Tunki, Surat-395 003
T: +91 261 2419019 F: +91 261 2418980
Email: [email protected] Website: www.rosekamal.com
ATTENDANCE SLIP
31ST ANNUAL GENERAL MEETING
I/we hereby record my/our presence at the 31st
Annual general Meeting of the company held on Thursday, the
22nd
day of September, 2016 at 12:30 P.M., at Dr.Amichand Shah's Wadi, Rampura Tunki, Surat-395 003,
Gujarat.
DP ID
Master Folio No.
Client ID
No. of Share(s) Held
Name of the Shareholder ________________________________ ________________________
(Signature)
Name of the Proxy ______________________________________ __________________________
(In Block Letters) (Signature)
Note :
1. Please fill the Attendance Slip and hand it over at the Attendance Verification Counter at the ENTRANCE OF
THE MEETING.
2. Electronic copy of the Annual Report for 2016 and Notice of the Annual General Meeting (AGM) along with
Attendance Slip and Proxy Form are being sent to all the members whose email address is registered with the
Company/Depository Participant unless any member has requested for a hard copy of the same. Members
receiving electronic copy and attending the AGM can print copy of this Attendance Slip.
3. Persons attending the Annual General Meeting are requested to bring their copies of Annual Report.
___________________________
Member’s / Proxy’s Signature
(To be signed at the time of handing over this slip)
ROSEKAMAL TEXTILES LIMITED CIN: L17114GJ1985PLC013257
Regd. Office: Dr.Amichand Shah's Wadi, Rampura Tunki, Surat-395 003
T: +91 261 2419019 F: +91 261 2418980
Email: [email protected] Website: www.rosekamal.com
PROXY FORM
31ST
ANNUAL GENERAL MEETING
[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies (Management and
Administration) Rules, 2014]
DP ID
Master Folio No.
Client ID
No. of Share(s) Held
I/We _____________________________ R/o ________________________ having email id
________________________, being the member(s) and having _______________ shares of the above named
company, hereby appoint _________________ R/o ________________ having email id
________________________ or failing him/her __________________________ R/o _________________
having email id ________________________ as my/our proxy to attend and vote (on a poll) for me/us and on
my/our behalf at the 31st
Annual General Meeting of the company, to be held on Thursday, the 22nd
day of
September, 2016 at 12:30 P.M. at Dr.Amichand Shah's Wadi, Rampura Tunki, Surat-395 003 and at any
adjournment thereof in respect of such resolutions as are indicated below:
** I wish my above Proxy to vote in the manner as indicated in the box below :
No. Resolution For Against
(1) To receive, consider and adopt the Audited Financial Statements (Audited
Balance Sheet as at 31st March, 2016 and Statement of Profit and Loss and
Cash Flow Statement for the year ended on that date) for the year ended
31st March, 2016 together with the Reports of Directors and Auditors
thereon.
(2) Appointment of Mrs. Kumud A. Patwa (DIN-00120340) as Director of the
Company.
(3) To appoint M/s. A. M. Modi & Associates, Chartered Accountants as
Statutory Auditors of the Company and fix their remuneration, if any.
Signed this _________ day of _________________, 2016
Signature of shareholder ______________________________________
Signature of Proxy holder(s)____________________________________
Notes :
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office
of the Company, not less than 48 hours before the commencement of the Meeting.
2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 31st
Annual General
Meeting.
3. It is optional to put a ‘X’ in the appropriate column against the Resolutions indicated in the Box. If you leave
the ‘For’ or ‘Against’ column blank against any or all Resolutions, your Proxy will be entitled to vote in the
manner as he/she thinks appropriate.
4. Please complete all details including details of member(s) in above box before submission.