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Rose Zinc Ltd.

BSE: 530631 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE018F01013
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Rose Zinc Ltd. (ROSEZINC) - Director Report

Company director report

DIRECTORS

To

The Members

Your Directors have great pleasure in presenting the 24th Annual Report of your Companytogether with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL PERFORMANCE

Particulars Year Ended on Year Ended on
31.03.2014 31.03.2013
(Rs. In Lacs) (Rs. In Lacs)
Turnover - -
Other Income - 185.90
Profit / (Loss) Before Dep. Preliminary
Exp. W/off & Financial Charges (3.28) 72.52
Financial Charges 5.81 10.75
Profit/(Loss) before Dep. & Preliminary Exp. (9.09)
Depreciation 0.46 0.19
Preliminary Exp. W/off - -
Profit/(Loss) Before Tax (9.55) 61.58
IncomeTaxand F.B.T - -
Deferred Tax - 114.92
Profit/(Loss) after Tax (9.55) 176.50

Due to decrease in total sales volume steep fall in the sales prices adverse foreignexchange fluctuation revision in the wages coupled with labour unrest substantial highprice of imported raw material in previous few years and also changes taken placeregarding import rules of raw material company could not generate sufficient funds to runmanufacturing activities hence company's management has discontinue all the manufacturingactivities.

DIVIDEND

Your directors consider it prudent not to recommend any dividend on the equity sharesof the company due to losses.

DIRECTORS

ShriAmool Dave retires by rotation at the forthcoming Annual General Meeting and beingeligible offer himself for reappointment.

LISTING OF SECURITIES

Equity Shares of your company are listed at Bombay Stock Exchange Mumbai which has gotnationwide coverage.

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act 1956; yourDirectors confirm:

i) that in preparation of annual accounts the applicable accounting standards havebeen followed by your company along with proper explanation relating to materialdepartures if any.

ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the com pany for that period.

iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Dhakar & Associates Chartered Accountants Udaipur the Auditors of theCompany retire at the conclusion of the ensuing Annual General Meeting and being eligibleoffer themselves for reappointment.

AUDITOR'S REPORT

The Board has taken note on qualifications made by the auditors for which necessaryclarifications have been given in notes to the accounts which is self explanatory and donot call for any further clarifications.

ENVIRONMENT

Your company has discontinued all the manufacturing activities and dismantled Plant& Machinery therefore pollution control besides health and safety measures are notrequired.

MAINTENANCE OF COST RECORDS

There is no business activity in the Company hence Company is not maintaining costaccounting records.

CORPORATE GOVERNANCE

In compliance with clause 49 of Listing Agreement with the Stock Exchange themanagement discussion and analysis report a Corporate Governance Report and acertificate regarding compliance of the conditions of Corporate Governance are made partof the Annual Report.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

The human resource developmentfunctions of the company is guided by a strong set ofvalues and policies and plays a pivotal role in maintaining company's strength across allactivity centers. The company maintains healthy cordial and harmonious industrialrelations at all levels. Resulted in peaceful settlement of dues of all employees etc.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration were in excess of the limits prescribedunder section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars ofEmployees) Rules 1975.

PUBLIC DEPOSIT

The Company has neither invited nor accepted any deposit from the public within themeaning of Section 58A & 58AA of the Companies Act 1956.

COMPLIANCE OF COMPANY LAW MATTERS

The Company was having whole time Company Secretary but she resigned on 15.07.2013.Company made all efforts and took necessary action for filling the vacancy of Companysecretary but post of Company Secretary remained vacant and hence balance sheetand-accounts for the year could not be got signed from Company Secretary. HoweverDirectors of the company confirm that company has complied with all the provisions of theCompanies Act 1956 and Companies Act 2013 and Rules made thereunder.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The company has discontinued all the manufacturing activities and dismantled Plant& Machinery therefore actions are not possible in this regard.

FOREIGN EXCHANGE EARNING & OUT GO

a. Earnings Rs. Nil
b. Outgo Rs. Nil

The Board wishes to place on records its sincere appreciation for the continuedassistance and support extended to the company by the customers bankers and vendorsGovernment authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by ourvalued shareholders.

For and on behalf of the Board of Directors

Place: Udaipur (Ashok Kumar Mehta) (Anil Vyas)
Dated: 5th Sept.2014 Managing Director Director