ROSEKAMAL TEXTILES LIMITED · 2017. 9. 22. · ROSEKAMAL TEXTILES LIMITED (L17114GJ1990PLC0132572) Regd. Off: Dr. Amichand Shah’s Wadi, Rampura Tunki, Surat 395003 Email.: [email protected],

ROSEKAMAL TEXTILES

LIMITED

ANNUAL REPORT

2016-17

ROSEKMAL TEXTILES LIMITED

CORPORATE INFORMATION

Board of Directors : ALOK PRAFUL SHAH

KUMUD ARVIND PATWA

HARISHCHANDRA B. BHARUCHA

(Independent Director)

KETAN A. JARIWALA

(Independent Director)

(DIN-00218180)

(DIN-00120340)

(DIN-00138430)

(DIN-02095540)

Chief Financial Officer : Rupesh V. Diwan

Statutory Auditors : A.M. Modi & Associates, Chartered Accountants, Surat.

Audit Committee : Harishchandra B. Bharucha

Ketan A. Jariwala

Alok P. Shah

Nomination and

Remuneration Committee :

Harishchandra B. Bharucha

Ketan A. Jariwala

Kumud A. Patwa

Registered Office :

Contact :

e-mail :

Website :

CIN :

Dr.Amichand Shah's Wadi, Rampura Tunki, Surat-3.

(0261) 2419019, Fax : (0261) 2418980

[email protected]

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]

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

NOTICE

Notice is hereby given that the Thirty Second Annual General Meeting of the Members of Rosekamal Textiles

Limited will be held on Friday September 22, 2017 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 2017 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 Mr. Alok P. Shah (DIN-00218180), 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

Sd/-

Alok Praful Shah

Dated : 31st July 2017 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 19.09.2017 to 22.09.2017 (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 2008- 2009 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 2009-10 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 2010- 11 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 Mr. Alok Praful Shah

DIN 00218180

Date of birth 11/09/1970

Date of appointment 18/12/2009

Expertise in specific Professional areas He has wide exposure and knowledge in project

finance, assessing technical feasibility in respect of

projects and textile industry

Qualification Graduate in Electrical Engineering from Stanford

University and ha MBA (Finance) from University

of Chicago, USA.

List of other Indian Public Limited Companies (listed

company) in which Directorship held

Garden Silk Mills Limited

Chairman/Member of the Committee of Board other

Public Limited (listed company) Companies

Garden Silk Mills Limited

Number of Shares held in the Company Nil

Relationship between Directors inter-se Relative (maternity aunty_Mrs. Kumud Pawa)

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 Tuesday, 19.09.2017 (9.00 am) and ends on Thursday, 21.09.2017 (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 Friday 15.09.2017 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 Rosekamal 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 [email protected].

• 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

[email protected].

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.


Place : Surat

Sd/-

Alok Praful Shah

Dated : 31st July 2017 Director

ROSEKAMAL TEXTILES LIMITED (CIN : L17114GJ1990PLC013257)

Regd. Off: Dr. Amichand Shah’s Wadi, Rampura Tunki, Surat 395003 [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 32nd Annual Report together with the audited financial statements of the Company for the financial year ended 31st March 2017. 1. Financial Summary or performance of the company: (Amount in ₹) 2016-17 2015-16 Net Sales / Income from operations 2,03,780 2,29,145 Other Income (1,37,713) 1,62,614 Total Income 66,067 3,91,759 Profit / (Loss) before depreciation (6,54,034) (3,05,064) Less: Depreciation 0 0 Add/(Less) : Exceptional items (24,52,950) 0 Profit / (Loss) before Tax (31,06,984) (3,05,064) (Add)/Less: Provision for Tax / adjustment 0 0 Net Profit / (Loss) after Tax (31,06,984) (3,05,064)

2. Dividend Considering the loss incurred by the Company, your Directors do not recommend any dividend on equity shares for the year. 3. Transfer to reserves

The opening and closing balance of General Reserve was Rs.5,91,05,787/- and Rs.5,59,98,803/-. During the year Company has transferred Net loss of Rs.31,06,984/- from Profit & Loss. 4. Share Capital The Issued, Subscribed and Paid-up equity share capital as on 31st March, 2017 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. 5. 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 2008-2009 is due for remittance on 27/11/2016 to the Investor Education and Protection Fund established by the Central Government. Company has transferred ₹ 515/- unclaimed dividend to Investor Protection Fund on 23/12/2016. 6. Review of Operations During the year under review, the net sales / income from business operation of your Company marginally decreased at ₹ 2,03,780 as against ₹ 2,29,145 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 2016-17 increased from ₹ 3,05,064 to ₹ 6,54,034. 7. 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 8. 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. 9. Statement concerning development and implementation of risk management policy of the Company The Company has formalized risk management system by formulating and adopting Risk Management Policy to identify, evaluate and minimize the business risk in the organization. 10. Corporate Social Responsibility: The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 11. 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. 12. 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. 13. 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. 14. 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. 15. 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. 16. Number of meeting of the Board: The Board of Directors have met 9 (nine) times during the financial year ended 31st March, 2017. On 30/05/2016, 26/07/2016, 01/09/2016, 25/10/2016, 27/11/2016, 24/01/2017, 09/02/2017, 15/03/2017 & 16/03/2017. 17. 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, 2017, 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, 2017 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. 18. Subsidiaries, Joint Ventures and Associates Companies The Company does not have any Subsidiary, Joint venture or Associate Company. 19. Deposits The Company has neither accepted nor renewed any deposits during the year under review. 20. Directors In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Alok P. 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. 21. 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. 22. 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. 23. Secretarial Auditor The Board has appointed Mr. Jigar K. Vyas, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2016-17. 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. 24. 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.

25. 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 2017-18. 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. 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. 28. Change in the nature of Business

The provision under rule 8 (5) (ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business during the year. 29. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

The provision under Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014, there is no any Significant and Material order passed during the year. 30. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The provision of Section 134(3)(ca) and Section 143 (12) as per Companies Amendment Act, 2015, Company has adequate internal financial control during the year. 31. Details regarding fraud which have been reported to the Audit Committee/ Board but not to the Central Government as per revised Section 143(12) should be disclosed in the Board's report in such manner as may be prescribed The provision of Section 134(3)(ca) and Section 143 (12) as per Companies Amendment Act, 2015, no fraud reported during the year. 32. 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. Issue of equity shares with differential rights The Company has not issued any equity shares with differential rights. 33. 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.


Alok Praful Shah Chairman

DIN – 00218180 Place : Surat

Date : May 29th 2017.

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 2016-17 is ₹ 0.36 Lacs (ii) Total revenue ₹ 0.66 Lacs (iii) Remuneration of KMPs (as percentage of revenue) 54.55% (* 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 31/03/2017 is ₹ 0.42 crore. No change since 31/03/2016 as per Prices on BSE.

12. Price earnings ratio as at the closing of 31st March, 2016 and 31st March, 2017.

31/03/2017 – Nil (EPS being negative) 31/03/2016 – 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) – 31/03/2017 ₹ 4.20 per share. Market Price (BSE) – 31/03/2016 ₹ 4.20 per share.

Annexure - B

EXTRACT OF ANNUAL RETURN of ROSEKAMALTEXTILES LIMITED

as on the financial year ended on 31/03/2017

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 Telephone 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 308.45% 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

(ii)Shareholding of Promoters

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

(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

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

(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):


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):


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 the financialyear 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, 2017, 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, 2017; (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 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, 2017 taken on

record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being

appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B.

g) 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 standalone financial statements.

ii) The company did not have any long-term contracts including derivatives contracts as at 31st March, 2017, hence the question of commenting on any material foreseeable losses thereon does not arise.

iii) There has been no delay in transferring amounts as required to be transferred, to the Investor Education and Protection Fund by the Company.

iv) The Company has provided requisite disclosures in its standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 08.11.2016 to 30.12.2016. Based on

audit procedures an relying on the management representation that the disclosures are in accordance

with Books of accounts maintained by the Company and as produced to me. (Refer note 10(11) of the

standalone financial statements)

For A. M. Modi & Associates FRN : 106476W

Chartered Accountants

(CA. Ashok M. Modi)

Properietor

Surat, dated: May 29, 2017 Membership No. 034904

Annexure A referred to in Point 1 of Report on Other Legal and Regulatory Requirements of my report of even date

on the accounts of Rosekamal Textiles Limited for the year ended 31st March, 2017

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 neither granted any loans nor provided any guarantees or security to the party covered under section 185 of the Act nor made any

investment covered under section 186 of the Act.

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.



(CA. Ashok M. Modi)

Proprietor


Annexure B to the Independent Auditor’s Report of even date on the Standalone Financial Statements of

Rosekamal Textiles Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,

2013 (“the Act”)

I have audited the internal financial controls over financial reporting of Rosekamal Textiles Limited mited (“the Company”) as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company

for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the

internal control over financial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by

the Institute of Chartered Accountants of India”.] These responsibilities include the design, implementation and

maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and

efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the

timely preparation of reliable financial information, as required under the Companies Act, 2013

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based

on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be

prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial

controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered

Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over

financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial

controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over

financial reporting included obtaining an understanding of internal financial controls over financial reporting,

assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness

of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including

the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

I believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company's internal financial control over financial

reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are

being made only in accordance with authorisations of management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the

company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and

not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future

periods are subject to the risk that the internal financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and

not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future

periods are subject to the risk that the internal financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial

reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017,

based on the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial

Reporting issued by the Institute of Chartered Accountants of India.



(CA. Ashok M. Modi)

Proprietor


Sr. No. Particulars Note No. As at 31-03-2017 As at 31-03-2016

₹ ₹

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 5,59,98,803 5,91,05,787

(2) Current Liabilities

Other Current liabilities 3 6,190 7,092

Total Equity & Liabilities 6,60,04,993 6,91,12,879

II ASSETS ₹ ₹

(1) Non-Current Assets

(a) Non-current investments 4 6,58,02,776 6,90,42,627

(b) Long term loans and advances 5 15,000 15,000

(2) Current Assets

Cash and cash equivalents 6 1,87,217 55,252

Total Assets 6,60,04,993 6,91,12,879

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


Rupesh Diwan Alok Shah Kumud Patwa

(CA. Ashok Modi) (C F O) (Director) (Director)

Proprietor

Membership No.034904 Place : Surat

Firm Reg. No.: 106476W Dated : 30/05/2017

ROSEKAMAL TEXTILES LIMITEDBALANCE SHEET AS AT 31ST MARCH, 2017

Sr. No Particulars Note No. 2016-17 2015-16

₹ ₹I Revenue from operations 7 2,03,780 2,29,145

II Other Income 8 (1,37,713) 1,62,614

III III. Total Revenue (I +II) 66,067 3,91,759

IV Expenses:

Purchase of Stock-in-Trade 1,98,535 2,21,103

Other Administrative Expenses 9 5,21,566 4,75,720

Total Expenses (IV) 7,20,101 6,96,823

V Loss before exceptional and extraordinary items and tax (III - IV) (6,54,034) (3,05,064)

VI Exceptional Items (See Point-6 of Note-10) 24,52,950 -

VII Loss before extraordinary items and tax (V - VI) (31,06,984) (3,05,064)

VIII Extraordinary Items - -

IX Loss before tax (VII - VIII) (31,06,984) (3,05,064)

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) (31,06,984) (3,05,064)

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) (31,06,984) (3,05,064)

XVI Earning per equity share: (FV Rs. 10)

- Basic & Diluted (3.11) (0.31)

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.





Proprietor



ROSEKAMAL TEXTILES LIMITEDSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH, 2017

C A S H F L O W S T A T E M E N T

for the year ended 31st March, 2017 Current Previous

Year Year

₹ ₹

A. CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit before Tax and Extra ordinary Items (31,06,984) (3,05,064)

Adjustments for -

Depreciation -- --

(Profit)/Loss on sale of Investments -- --

Dividend (received) -- --

Share of (Profit) / Loss in partnership firm 1,39,851 (1,62,159)

Operating Profit before working Capital Changes (29,67,133) (4,67,223)

Adjustments for :

(Increase) / Decrease in Stock in trade -- --

(Increase) / Decrease in Debtors -- --

(Increase) / Decrease in other current Assets -- --

Increase / (Decrease) in Current Liabilities (902) 93

Cash generated from operations (29,68,035) (4,67,130)

Direct Taxes (paid) -- --

Net Cash Flow from operating Activities (29,68,035) (4,67,130)

B. CASH FLOW FROM INVESTING ACTIVITIES :

(Purchase) of Investments -- --

Sale of Investments 31,00,000 3,52,000

(Purchase) of Fixed assets -- --

Dividend received -- --

(Increase) / Decrease in Loans & Advances -- --

Net Cash from Investing Activities 31,00,000 3,52,000

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) 1,31,965 (1,15,130)

Cash and Cash equivalent as at 01/04/2016 55,252 1,70,382

Cash and Cash equivalent as at 31/03/2017 1,87,217 55,252

As per our report of even date





Proprietor




NOTE

1 Share Capital ₹ ₹

Sr.

NoParticulars As at 31-03-2017 As at 31-03-2016

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 31-03-2017 As at 31-03-2016

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.


Notes Forming Integral Part of the Balance Sheet as at 31st March, 2017

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.



NOTE

2 Reserves & Surplus ₹ ₹

Sr.


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 4,33,84,368 4,36,89,432

Add: Profit for the period (31,06,984) (3,05,064)

4,02,77,384 4,33,84,368

Total in ₹ 5,59,98,803 5,91,05,787

NOTE

3 Other Current liabilities ₹ ₹

Others

1 Audit fees payable 3,450 3,435

2 Unclaimed dividend 2,170 3,150

3 Telephone Expenses Payable 570 507

Total in ₹ 6,190 7,092

NOTE

4 Non Current Investment ₹ ₹

Investment in capital of Partnership Firm 6,58,02,776 6,90,42,627

Total in ₹ 6,58,02,776 6,90,42,627

Aggregate amount of Investments : ₹ ₹Quoted : Cost - -

Quoted : Market Value - -

Unquoted : Cost 6,58,02,776 6,90,42,627

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



NOTE

6 Cash & Cash Equivalent ₹ ₹

Sr.


1 Cash-in-Hand

Cash Balance 1,967 10,436

2 Bank Balance

Balance in Current account 1,65,033 32,437

Balance in Unclaimed dividend account 20,217 12,379

Total in ₹ 1,87,217 55,252

NOTE

7 Revenue from Operations ₹ ₹

Sr.

NoParticulars 2016-17 2015-16

Sales (Excise duty - Nil, Pre. Year Nil) 2,03,780 2,29,145

Total in ₹ 2,03,780 2,29,145

NOTE

8 Other Income ₹ ₹

1 Share of profit in partnership firm (1,39,851) 1,62,159

2 Miscellaneous income - 455

3 Dividend Income 2,138 -

Total in ₹ (1,37,713) 1,62,614

NOTE

9 Other Administrative Expenses ₹ ₹

1 Advertisement 1,18,260 94,930

2 Auditors Remuneration 3,450 3,435

3 Annual Listing Fees 2,29,000 2,36,120

4 Bank charges 1,990 1,977

5 Packing, Freight & Forwarding 300 350

6 General Expenses 43,624 46,604

7 Insurance Expenses 233 231

8 Professional Charges 79,935 33,442

9 Professional tax 2,400 2,400

10 Salary 36,000 50,000

11 Telephone Expenses 6,374 6,231

Total in ₹ 5,21,566 4,75,720

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.24,05,11,963/- as on 31-03-2017.

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 : 2016-17 2015-16

₹ ₹

a) Long Term Investments - -

b) On account of membership of partnership firm -1,39,851 1,62,159

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 3,450 3,371

b) For Tax audit - -

c) For Other services 11,470 8,427

6

Current tax has been determined and provided as the amount of tax payable in respect of taxable

income for the year.


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 has applied for delisting of its equity shares from Bombay Stock Exchange Limited (BSE) under

chapter VII of SEBI (Delisting of Equity Shares) Regulations, 2009-Special provision for small companies on

March 17, 2017, approval of the same is pending with the Bombay Stock Exchange Limited. The Company has

paid Rs.24,52,950/- towards delisting fees to BSE and the same is shown as Exceptional items in the

statement of Profit & Loss for the year. The Company has also received letter from Ahmedabad Stock

Exchange Limited (ASE) stating that since ASE has applied for voluntary EXIT as Stock exchange and that since

the Company is listed on BSE, the company got automatically delisted from ASE.

ROSEKAMAL TEXTILES LIMITEDNotes Forming Integral Part of the Balance Sheet as at 31st March, 2017

7 Quantitative details :

Fabrics : Meters / Pcs Amount Meters Amount

Purchases (Mtrs) 1,605.00 65,805 4,550.00 2,21,103

Purchases (Pcs) 182.00 1,32,730 -- -- -- --

Sales (Mtrs) 1,605.00 67,410 4,550.00 2,29,145

Sales (Pcs) 182.00 1,36,370 -- -- -- --

Opening Stock -- -- -- -- -- -- -- --

Closing Stock -- -- -- -- -- -- -- --

8

9

10 Earning Per share :

2016-17 2015-16

Particulars ₹ ₹

-31,06,984 -3,05,064

Weighted Average Number of Equity Shares (No’s) 10,00,000 10,00,000

-3.11 -0.31

11

SBNs

Other

denomination

notes Total

Closing cash in hand as on 08.11.2016 5,500 679 6,179

(+) Permitted receipts - - -

(-) Permitted payments - - -

(-) Amount deposited in Banks 5,500 - 5,500

Closing cash in hand as on 30.12.2016 - 679 679

12

13

(a) Relationships :

i) Joint Ventures / Partnerships :

Rayban Investments

2015-16

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 Bombay Stock Exchange Limited and company has duly

paid the requisite amount of annual listing fees for the year 2016-17 to Bombay Stock Exchange Limited.

Pursuant to Notification No.G.S.R.308 (E) dated 30.03.2017 of the Misnistry of Corporate Affairs, the dDetails

of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th

December, 2016 are provided in the Table below:-

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'.

The Company has no suppliers which constitutes small scale Industrial undertaking and outstanding.

2016-17

ROSEKAMAL TEXTILES LIMITEDNotes Forming Integral Part of the Balance Sheet as at 31st March, 2017

(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 31,00,000

(3,52,000)

Share of Profit/(Loss) earned (1,39,851)

(1,62,159)

ii) Outstanding balance at the end of the year :

Debit balance 6,58,02,776

(6,90,42,627)

Note : Figures in brackets represent previous year's amount.

14

As per our report of even date





Proprietor



Previous year's figures have been regrouped / reclassified wherever found necessary to correspond with the

current year's classification / disclosures.

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

32nd

ANNUAL GENERAL MEETING

I/we hereby record my/our presence at the 32nd

Annual general Meeting of the company held on Friday, the 22nd

day

of September, 2017 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 2017 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

32nd

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

32nd

Annual General Meeting of the company, to be held on Friday, the 22nd

day of September, 2017 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, 2017 and Statement of Profit and Loss and

Cash Flow Statement for the year ended on that date) for the year ended

31st March, 2017 together with the Reports of Directors and Auditors

thereon.

(2) Appointment of Mr. Alok P. Shah (DIN-00218180) 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 _________________, 2017

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 32nd

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.

Documents

ROSEKAMAL TEXTILES LIMITED · 2017. 9. 22. · ROSEKAMAL TEXTILES LIMITED (L17114GJ1990PLC0132572) Regd. Off: Dr. Amichand Shah’s Wadi, Rampura Tunki, Surat 395003 Email.: [email protected],