rose zinc ltd Directors report

DIRECTORS

To,

The Members,

Your Directors have great pleasure in presenting the 24th Annual Report of your Company together with the Audited Accounts for the year ended 31^st 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 foreign exchange fluctuation, revision in the wages coupled with labour unrest, substantial high price of imported raw material in previous few years and also changes taken place regarding import rules of raw material company could not generate sufficient funds to run manufacturing activities, hence companys management has discontinue all the manufacturing activities.

DIVIDEND

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

DIRECTORS

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

LISTING OF SECURITIES

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

DIRECTORS RESPONSIBILITY STATEMENT

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

i) that in preparation of annual accounts, the applicable accounting standards have been followed by your company along with proper explanation relating to material departures, if any.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial 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 of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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 the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

AUDITORS REPORT

The Board has taken note on qualifications made by the auditors for which necessary clarifications have been given in notes to the accounts which is self explanatory and do not 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 not required.

MAINTENANCE OF COST RECORDS

There is no business activity in the Company, hence Company is not maintaining cost accounting records.

CORPORATE GOVERNANCE

In compliance with clause 49 of Listing Agreement with the Stock Exchange, the management discussion and analysis report, a Corporate Governance Report, and a certificate regarding compliance of the conditions of Corporate Governance are made part of the Annual Report.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

The human resource developmentfunctions of the company is guided by a strong set of values and policies and plays a pivotal role in maintaining companys strength across all activity centers. The company maintains healthy, cordial and harmonious industrial relations 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 prescribed under section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSIT

The Company has neither invited nor accepted any deposit from the public within the meaning 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 Company secretary but post of Company Secretary remained vacant and hence balance sheet and-accounts for the year could not be got signed from Company Secretary. However, Directors of the company confirm that company has complied with all the provisions of the Companies 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 continued assistance and support extended to the company by the customers, bankers and vendors, Government authorities and employees.

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

For and on behalf of the Board of Directors,

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