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AhTNUAL REPORTtr{}94-2#a5

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MEWAT ZINC LIMIT'ED

BOARD OF DIRECTORS

SL.NO

NAME DESIGNATION DIN ADDRESS

1

5

3

+

JAI PRAKASH GUPTA

NEENA GUPTA

LALIT MOHAN SAXENA

VIRENDER GOEL

VIJAY KHANNA

SHYAM KUMAR-,cEASED W.E.F. 30.03.201 5

MANAGING DIRECTOR

DIRECTOR

INDEPENDENT DIRECTOR

INDEPENDENT DIRECTOR

INDEPENDENT DIRECTOR

DIRECTOR

00253529

00253592

00321 898

071 40835

07140826

00321 939

8-3/65, Block No. B-3, SatdarjungEnclave, New Delhi-1 1 0029

8-3/65, Block No. B-3, SafdarjungEnclave, New Delhi-1 1 0029

8511, Pocket-8, Sector-C, VasantKunj, New Delhi-110057

A-75, Hilltop Appts., FreedomFighter Enclave, IGNOU Road,New Delhi-110068

342, KuchaGhasi Ranr, ChandniChowk, Delhi-110006

187, Sector 2, R.K. Puram,New Delhi - 110029

cHrEF FTNANCTAL OFFTCER (CFO)

COMPANY SECRETARY

STATUTORY AIJDITORS

INTERNALAUDITORS

REGISTERED OFFICE

REGISTRAR & TRANSFER AGENTS

MS. NEENA GUPTA

MS. VARSHAJOSHI

MANISH RUSTAGI & ASSOCIATESCHARTERED ACCOUNTANTSFIRM REGISTRATION NO. :018521N

DAGA ARUN & CO.CHARTERED ACCOUNTANTSNEW DELHI

1/24, BANSI HOUSE, ASAFALI ROAD,NEW DELHI-11OOO2

ABHIPRA CAPITAL LIMITED, 4-387, DILKHUSH INDUSTRIALAREA, AZADPUR, DELHI.11OO33

CONTENTS PAGE22ND ANNUAL GENERAL MEETING

i

DAY':

DlrE

TIME.

VENUE

WEDNESDAY

grH JULY, 2015

09.00 A.M.

lNDIAN SOCIAL INSTITUTE10, INSTITUTIONAL AREALODHI ROAD, NEW DELHI-11OOO3

MEWAT ZINC LIMITED

NOTICENOTICE is hereby given that 22"d Annual General Meeting of the members of Mewat Zinc Limited will be held on Wednesday, the Brh day of

July, 2015 at 9.0d a-.m. at Indian Social Institute, .10, Institutional Area, l-odi Road, New Delhi-110003 to transact the following business:-

ORDINARY BUSTNESS

1 . To receive, consider and adopt the Audited Balance Sheet of the Company as at 31't March, 2015 and the Statement of Prolit &

Loss for the year ended on that date together with the Reports of the Board of Directors & Auditors thereon.

2. To appoint a Director in place of Ms. Neena Gupta (DIN: 00253592), who retires by rotation.and being eligible, offers herself for

re-appointment.

3. Ratilication of Appointment of Statutory Auditors:

To consider and if thought fit, to pass with or without modifications, the following resolution a$ an Ordinary Resolution

"RESOLVED THAT pursuant to the provisions of Section 139 and 142 of the Companies Acl, 2013 ('Act') and other applicable

provisions and the Companies (Audit'&Auditors) Rules,2014 (including any statutory modification(s) or re-enactment(s) theieof, for

in" tire being in force), the appointment of Messrs Manish Rustagi & Associates, Chartered Accountants (Firm Registration No.

01g521 lty, aJStatutory Auditors upto the conclusion of Twenty Sixth (26th) Annual General Megting be and is hereby ratified and

confirmed and that the Board ol Dii.ectors be and is hereby authorized to fix remuneration, as may be determined by the Audit

Committee in consultation with Auditors."

SPECIAL BUSINESS

4. To appoint Mr. J.p. Gupta (DlN : 00253529) as Chairman and Managing Director for 3 years and' in thi, regard to consider and if

thought fit to pass with or without modification(s) the.following resolution as a special resolution i-

',RESOLVED THAT pursuant to the provisions of section 196, 197, 203, Schedule V and all other applicable provisions of the Companies

Act, 2013 (the Acf) including any statutory moditication or re-enactment thereof, for the time being in force and subject to sugh other

approvals, if any and as may be required, the consent and the approval of the company be and is hereby accorded to the reappointrnent

oi Mr. ..t.p. Gupia (DlN : OOdSeSZSjas Chairman and Managing Director of the Company for a period of 3 years w.e.f. 1st September,

2015 at a remuneration and other terms and conditons, as mentioned hereunder i-

1. Salary :

Satary @ Rs.25000f per month in the grade of Rs.25000-10000-50000'

2. Perquisites and Atlowances:

(i) The Managing Director shall also be entitled to perquisites and allowances like furnished accomodation or house rent allowance

in lieu thereoisubject to a ceiling of 60% of the salary, house maintenence allowance together with reimbursement of expenses

or allowances for utilities such as gas, electricity, water, furnishing, repairs, servants' salaries, medical reimbursement for self

and family, medical accident/ keymen insurance, leave travel concession for self and family, club membership subject to 6naximumof two clubsi such perquisites and allowance will be restricted to an amount equal to the annual salary.

The Managing Director shall also be entitled for conveyance allowance upto Rs.10000/- per month.

For the purpose of calculating the above ceiling, the perquisites and allowances will be calculated as per the income tax rules,

wherever applicable. In the absence of such rules, perquisites and allowances shall be evaluated as per actual cost.

provision for use of company car for official duty and telephone at residence shall not be included in the computation of perquisites

and allowancg! for the purpsoe of calculating of said ceiling. Personal long distance calls on telephone and use of car for

personal purpose shall be UitteO Oy the company.

The company contribution to provident fund and super annuation fund or annuity fund to the extent these either singly or together

are not taxable under the Income Tax Act, Gratuity payable as per rules of the company and encashment of leave at the end of

tenure shall not be included in the computation of limits of remuneration or perquisites aforesaid.

Where in any financial year during the culrency of tenure of the Managng Dilector, the company has no profits or.profits are

inadequate, the remuneration by way of salary, perks, and allowance as set out above be paid as minimum remuneration or such

minimum remuneration as permissible in schedule V of the Companies Act, 2013.,'FURTHER RESOLVED that the Board of Directors/nomination and remuneration committee be and are hereby authorised to alter or

very the terms of appointment of Mr. J.P. Gupta including remuneration as the Board of Directors/nomination and remunderation

committee may at its discreation, deem fit and proper.from time to time so as not to exceed the limits specified in Schedule V of the

Companies Act, 2013 including any statutory modification or re-enactment thereof for the time being inforce or any amendements

made thereto."

"FURTHER RESOLVED that in the-event of loss or inadequacy of profits in any financial year during:the tenure oi the appointee, he

shall be paid a minimum remuneration as salary and perquisites as mentioned above"

-FURTHER RESOLVED that Mr. J.P. Gupta will not be entitled to sitting fee for attending the meeting of the Board or Committee thereof ."

5. To appoint lr4r. L.M. Saxena (DlN : 00321898) as lndependent Director for 5 years not liable lb retire by rotation and in this regard

to eonsider and if thought fit to pass with or without modification(s) the fof lowing resolution as an ordinar.y reso,lut[o'n :-

ra9

(ii)

(iii)

(iv)

(v)

3

MEWAT ZINC LIMITED

"RESoLVED THAT $hri Lalit Mohan Saxena (DlN: 00321 89s), who was appointed as an Independent Director of the Company by the

P:,":d,,?f^?lt::1"1",L"_l 30th. March,.2015 pursuant to Section 149, 150, i sz ano other appticabte provisions of the companies Acr,2013 ('Act') and rules made thereunder (including any statutory modifications(s) or re-enactment thereof) read with Schedule lV of the

.Act, and in respecf of whom the Company has reieived a Notice in writing from a member in terms of Section 1 60 of the Act proposrnghis candidature for the office qf Director be and is hereby appointed as a-n Independent Director olthe company pursuant to Section149 of the Act to hold o{fice for five consecutive years for a term upto 29.00.20'20."6' To appoint Mr. Virender Goel (DlN: 07140835) as Independent Director for 5 years not liable to retire by rotation and in this regaro

to consider and if thought fit to pass with or without modification(s) the following resolution as an orOinary'iurolrtion ,- '

"RESOLVEDTHAT Shri Virender Goel (DlN: 07140835), who yvas appointed as an Additional Director of the Company by the Boardof Directors w.e-f' 30rh March, 2015 pursuant to Section iot ot the conipuniei n"t,

-iori ln"ii

""o"piouislons contained in the Arricles'of Assobiation oI the Company and whose term of office expires at this Annual General Meeting and in respect of whom the Company

has received a Notice in writing from a member in terms of Section 160 of the Aet proposing liis candidature for the office of Directorbe and is hereby appointed as an Independent Director of the company pursuant to s""iion 14g of the Act to hold office for fiveconsecutive years for a term upto Zg.0g.2O2O."

:7 ' lo appoint Mr' Vijay. Khanna (DlN: 07140826) as Independent Director for 5 years not liable to retire by rotation and in this regaro' to consider and if thought fit to pass with or without modification(s) the following resolution as an ordinary resolution :-"RESOLVED THAT Shri Vijay Khanna (DlN: 07140826), who was appoinied as an Additional Director of the company by the Board ofDirectors w.e.f'. 30th M"lgl, 2-015 pursuant to Section'i61 of the Cbmpanies Act, Z013 ('Act') and the provisions tontuineo in 1,"Article5 of Association of the Company and whose ierm of office expires at this Annual General Mreeting '"ro i" ,"rpe"i'oi *6o1 LuCompany has received a Notice in writing from a member in terms of Section 'l 60 of the Act proposing his candidatuie for the office ofDirector be and is hereby appointed as an Indbpendent Director of the Company pursuant io d""iion 149 of the Act to hold oftice forfirle consecutive years for a term upto 29.03.2020."

BY ORDER OF THE BOARDFor Mewat Zinc Limited

Varsha JoshiCompany Secretary

Membership No. 35141Reqistered Office:1/24, Bansi House, Asaf Ali Road,New Delhi - 110 002CIN: L27204DL1 991 PLCO461 20

Dated: May 27,2015Place : New Delhi

NOTES:

1.

.2Explanatory statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto.A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF. THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.A BLANK FORM OF PROXY IS ENCLOSED AND IF INTENDED TO BE USED, IT SHOULD BE DEPOSITED DULY COMPLETEDAT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE SCHEDULEDTIME OF THE MEETING

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATENOT MOhE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL Or rHe CdrtrrPANi CARRvING VOTTNG RIcHTS. AMEMBER HOLDING MORE THAN TEN PERCENT oF THE TorAL sHARE cAptrAL oF iHe Cortltpnr.rv cARRytNG voriNcRIGHTS MAY APPOINT A slNcLE PERSoN AS PRoxy AND sucH pERSoN sHnl-r- Hoi adr As A pnoxy FoR ANyOTHER PERSON OR SHAREHOLDER.Information required under Clause 49 lV of the Listing Agreement (relating to corporate Governance) with respect to the Directorsretiring by rotation and, being eligible, seeking re-app-ointment ii givei in the Corporate covernince Refort annexed to irrtsAnnual Report.

The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, the 2"d day of July, 201Sto Wednesday, the 8th day of July, 20I5 (both days inclusive).ln terms of Section 72 of the.Companies Act, 2013, the shareholders of the Company may nominate a person on whom theshares held by him/them shall vest in the event of his/their death. Sharehdlders desirous of availinj 6il t".iiit' r"v ,rOritnomination in SH-13.

Pursuant to the provisions of Companies Act, 2013 read with rules framed thereunder, the company may send Notice of AnnualGeneral Mbqting, Directorsr Repo{, Audit Report, Audited Financial Statements and other documents through

"f".rroni. ,oJ".

l$g ?:]Y_!]l: jiltt proviso to Rule 18 of the Companies (Management and Administration) Rutes, 201i, the company shatlprovlde the advance opportunity, atleast once in a financial year to the members to register their email addresses and changestherein. In view of'the same, members are requested to kindly update their email addresses with Dp in case of holding of shalesin demat form and to the company i Company Registrar in case of holding shares in physical form.

3.

7.

)s.

MEWAT ZINC LIMITED

Corporate members intending to send their authorised representatives to attend the meeting are requested to send a certifiedcopy of the Board resolution / POA authorising their representatives to attend and vote on their behalf at the meeting.Any member requiring further information on the Accounts at the meeting is requested to send the queries in writing to theCompany by Saturday, lhe 27th day of June, 2015 so that the required information can be made qvailable at the meeting.

Members are requested to bring their copies of Annual heport at the meeting, as extra copies will not be supplied.

Members a/e requested to notify the Company immediately of any change in their address quotirig ledger folio number.

Members/proxies are requested to deposit the enclosed attendance slip, duly filled in and signed at the meeting venue.

Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at theRegistered Office of the Company on all working days, except Saturdays, during business hours up to the date of the Meqting.

The Equity Shares of the Company were listed with the BSE Ltd., Stock exchanges at Delhi, Jaipur, Ahmedabad and Calcutta-The stock Exchanges at Delhi, Jaipur and Ahmedabad are now non-operational/de-recognized. The securities of the Companyare suspended at BSE Ltd. The Company is making necessary application to BSE Ltd. for restoration of listing. Therefore, no

'9.10.

11.

12.

13.

annual listing fee has been paid to the stock exchanges.

14. Only registered members carrying the attendance slips and the holders of valid proxies registered with the company will bepermitted to attend the meeting.

15. Voting through electronic meansA. In compliance with provisions of Section 108 of the Companies Act, 201 3 and Rule 20 of the Companies (Management and

Administration) Rules, 2Q14 as amended by the Companies (Management and Administration) Amendment Rules, 2015 theCompany is pleased to provide members facility to exercise their right to vote at the 22"d Annual General Meeting (AGM) byelectronic means and the business may be transacted through e-Voting Services The facility of casting the votes by themembers using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided byNational Securities Depository Limited (NSDL).

B. The facility for voting through ballot paper,shall be made available at the AGM and the members attending the meeting whohave not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

C. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitledito cast their vote again.

D. The remote e-voting period commences on July 5, 2015 {09:00 a.m.) and ends on July 7,2015 (05:00 p.m.). During thisperiod members' of the Company, holding shares in physical form, as on the cut-off date of July l, 2015, may cast their voteby remote e-voting. The remote e-voting module shall be disabled by NSDLfor voting thereafter. Once the vote on a r'esolutionis cast by the member, the member shall not be allowed to change it subsequently.

The procedure and instructions for members for remote e-voting are as under:

l. In case of Members receiving e-mail from NSDL (For those members whose e-mail addresses are registered with Company):

a. Open e-mail and open PDF file viz."MZL-remote e-Voting.pdf" with your Folio No. as password containing your user lD andpassword for remote e-voting. Please note that the password is an initial password.

b. Launch internet browser by typing the following URL: https//UqryCyoling=lgAlLeq!0/

c. Click on Shareholder-Login.

d. Put user lD and password as initial password noted in step (i) above. Click Login.

e. Password change menu appears. Change the password with new pqssword of your choice with minimum 8 digits/characters orcombination thereof. Note new password. lt is strongly recommended not to share your password with any olher person and takeutmost care to keep your password confidential.

f. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

S. Select "EVEN" oI "Mewat Zinc Limited".h. Now you are ready for remote e-voting as Cast Vote page opens.

i. Cast your vote by selecting appropriate option and click on "Submit" dnd also "Confirm" when prompted.j. Upon confirmation, the message "Vote cast successfully" will be displayed.

k. Once you have voted on the resolution, you will not be allowed to modily your vote.

L lnstilutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of therelevant Board Resolution/ Authorit! letter etc. together with attested specimen signalure of the duly authorized signatory(ies)who are authorized to vote, to the Scrutinizer through e-mail to bskashtwal@qmail.com with a copy marked to evoting@nsdl.co.in.

ll. fncaseof MembersreceivingPhysical copyotNotice ol22ndAnnual General Meeting(formemberswhoseemail lDsarenot registered with the Company or requesling physical copy)

a. Initial password is provided at the bottom of the Covering Letter for the 22"d AGM

b. Please follow all steps from Sl. No. (b) to Sl. No. (l) above, to cast vote.

E. In case of any queries, you may refer the Frequently Asked Questions'(FAQs) for Members and remote e-voting user manual lorMembers available at the downloads section of www.evotinq.nsdl.com or call on toll free no.: 't800-222-990.

F. lf you are already registered with NSDL for remote e-voting then you can use your existing user lD and password for casting your vote.

l

t\l

MEWAT ZINC LIMITED

G. you can also update your mobile number and e-mail id in the user prolile'details of the folio which may be used for sending {uture

communication(s).

H. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the

cutloft daie o-f JulY 1,2015.

l. Any person, who acquires shares of the company and becorne member of lhe company after dispatch of the notice and holding shares

as of the cut-off o"t" i..Jrrv i, ioG. r"v outainihe togin lD and password by sending a request at evotinq@nsdl.co'in or the company

ii t"*"Li ""b?ii"i

r.""tHowever, if you are already registered with NSDL for remole e-voting then you. can use your existing user lD and password for

casting your vote. ll you forgor your password, ygY can reset your password bv us]10-l^or-o^oJ User.Details/Password" option

available on ***,"udti.nq.nrll"i,. oi contact NSot- at the following toll free no.: 1800-222-990' i

J. A member ,"y p"rti"ip"te in the AGM even after exercising his right io vote through remote e=votind but shall not be allowed to

vote again at thA AGM.

K. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories

. as on the cut-off date (1 .07.2015) only shall ue entitieo toiuaiitre tacititi of remote e-voting as well as voting at the AGM through

ballot PaPer.

L. Mr. Baldev singh Kashtwal, Practicing company secretary (Membership No- f9s-3.619..& 9P.No 3169)' Partner' !t{1nsHl a

co., company s""r"j"ii"l'r,""-ulen"appointea'rJiis t'e dc.rutinizer for providing facility to the members of the company to

".rti"il"i[e'uoling ind remote e-votiii(i process in a fair and transparent manner'

M. The chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the

assistance of scrutinizer, by use_of .,edtot eaier;iiot-"rr t'o"J rembers who are present at the AGM but have nQt cast their votes

by availing the remote elv6ting facility.

N. rie s"rrtini.er ghall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock

the votes cast 6rougil'r;rot! "-uotins

in tre pieience of .at least two witnesses not in the employment of the company and shall

;;k",';;H;iii,"n t*o days of the concrusrSn-offi; AGM, a consolidated scrutinizer's report of the total votes cast in favour or

against, if any, to the Chairman or a person "uir,oiirlotov

trlm in writing, who shall countersign the same and declare the result

of the voting forthwith.

The Results declared alongwith the report of lhe scrutinizer shall be placed on the website of the company www.mewatzinc'com

and on the website o"f ii6di il;"Ai*"rv iit"r ihe decraration of result by the chairman or a person authorized by him in writing

and communicated to the stock exchange concerned'

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT' 2013

Item No.4

Mr. J.p. Gupta was appointed as Managing Director of company for the period of 3 years w-e.f. 01 .Q9'2012 and his tenure is expiring

on 31.08.2015. The Board of Directors ot company a1r1ei11g1i1o hed on 27th May,2015 reappointed Mr. J.P. Gupta as chairman

and Managing Director for,a period o{ 3 years w.e.f. 0t.09.2015 subject to approval of members at the General Meeting' He is

associated with the corp"ny "in"e

its inception as a.Promoter Director. Mr. J.F.:Gupta [as a very rich experience of managing the

business and presently managing all the day to day affairs of the company. Therefore, the Directors have recomntended the resolution

at ltem No. 4 o{ the notice foi the approval of shaieholders as a special iesolution. None of the Directors, Key Managerial Personnel

or their relatives except Mr.l.i. C,.jfjta anO Ms. Neeha Gupta are concerned or interested in the resolution'

Item No.5

shri Lalit Mohan saxena was appointed as an lndependent Director by the Board of Directors in its meeting held on 30* March, 201 5 pursuant

to Section .l 49, 1 50, r sz anJoii-rbr applicable provisions of the Companies AcL 2013 (Acf ) and rules made thereunder (including any-statutory

modifications(s) or re-enactment thereof) read with Schedule tV oi tne Act, subject to the apprwal of shareholders at the Annual General

Meeting. The company his received nofice in writing under the prwisions of Seition 160 of the companies Act, 2013 from a member along

with the deposit of requisite amount proposing the cindidature ot snri utit Mohan saxena forthe office of Independent Director'

,Shri Lalit Mohan saxena, aged 65 years is.a retired banker and he-has extensive experience of banking and accounting matters'

The Company has received from Shri Laiit Mohan Saxena (i) consent in writing to. act as ollgcloi in Form DIR-2 pursuant to Rule B of

companies lRppointmeni& Qualification of Directors) Rules, zot+, (ii) intimation in Form DIR-b in terms of companies (Appointment

& eualification ot pirectoisJ ilrr"r, ior+ to the effectihat he is not disqualified under section 'l64(2) of the Act; and (iii) declaration to

trJ"tr""iir'"il,e rneet"1# .rit"rlu ol ino"pendence as provided in Section 149 of the Companies Act, 201 3'

The Board of Directors ol your company, after reviewing the provisions of the Act, are of the opinion that, shri Lalit Mohan saxena

proposed to be appointeJ is an rnoeiiend'ent Director f utiits tre conQitions specjrleo.il the Act andftules. made thereunder and that he

is lndependent of the management. A copy ol the draft letter of appointment of shri Lalit Mohin saxena as an Independent Dircctor

setting out the terr" anJ "o"nJitions

is auaitaote for inspection atihe registered office of the company during normal business hours

on all-working days upto the date of Annual General Meeting'

Except Shri Lalit Mohan saxena, no other Director or Key Managerial Personnel of thercompany or their relatives is concerned or- -'

interested in the proposed resolution.

The resolution seeks approval of the members lor the appointment of shri Lalit Mohan Saxena as an lndependent Director of the

company lor five consecutive years lor a term upto 29h Mbrch, 2020 pursuant lo section 149 and other applicable provisions of the

Act'and ilules made thereunder and that he shall not be liable to retire by rotation..

MEWAT ZINC LIMITED

The Board recommends the resolution set forth in item No. 5 for.the approval of the members as an ordinary resolution.

Item No.6Shri Virender Goel was appointed as Additional Director by the Board of Directors in its meeting held on 30th March, 2015. Pursuant to

Section 16.1 of the Compihies Act, 2013 ('Act') read with ielevant provisions contained in the Articles of.Association of the Company,

Shri Virender Goel is eniitted to hold office upto the date of this Annual General Meeting. The Company has received notice in writing

under the provisions of Section 160 of the Companies Act, 2013 from a member along with the deposit of requisite amount proposing

the candidature ol Shri Virender Goel for the olfice of Independent Director'

Shri Virender Goel aged about 58 years is graduate in commerce and has a vast experience of managing the business affairs.

The Company has received from Shri Virender Goel (i) consent in writing to acl as Dirgglor in Form DIR-2 pursuant to Rule B ofCompani6s (Appointment ii Qualification ol Directors).Rirles,20t+, (ii) intim.ation in Form DIR-8 in terms of Companies (Appointment

& Qdalificatiin of Directors) Rules, 2014 to the effect that he is not disqualified under Section 164(2) of the Act; and (iii) declaration to

the effect that he meets the criteria of independence as provided in Section '149 of the Companies Act, 2013.

The Board of Directors of your Company, after reviewing the provisions of the Act, are of the opinion that, Shri Virender Goel proposed

to be appointed as an Iniependent Director fulfils the conditions speeified in the Act and Rules made thereunder and that he isIndependent of the management. A copy of the draft letter of appointment of Shri Virender Goel as an lndependent Director setting out

the ierms and conditionJ is availablij fbr inspection at the registered office of the Company during normal business hours on all

working days upto the date of Annual General Meeting.

Except Shri Virender Goel, no other Director or Key Managerial Personnel of the Company or their relatives is concerned or interestedin the proposed resolution.

The resolution seeks approval of the members for the appointment of Shri Virender Goel as Independent Director ol the Company forfive consecutive years ior a term upto 29th March, 2020 pursuant to Section 149 and other applicable provisions of the Act and Rules

made thereunder and that he shall not be liable to retire by rotation.

The Board recommends the resolution set lorth in item No.6 for the approval of the members as an ordinary resolution.

Item No. 7

Shri Vijay Khanna was appointed as Additional Director by the Board of Directors in its meeting held on 30rh March, 2015. Pursuant toSection i Ot ot tfre Comfdnies Act, 201 3 ('Act') read with relevant provisions contained in the Articles ol Association of the Company,

Shri Vijay Khanna is eniitled tq hold office upto the date of this Annual General Meeting. The Company has received notice in writing

under ih6 provisions of Section 160 of the Companies Act, 2013 from a member along with the deposit of requisite amount proposing

the candidature of Shri Vijay Khanna for the office gf lndependent Director.

Shri Vijay Khanna aged about 59 years is graduate from Delhi University and has a working experience of more than 25 years of doing

the business in Delhi.

The Company has received from Shri Vijay Khanna (i) consent in writing to act as Director in Form DIR-2 pursuant.to Rule B of

Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment& Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under Section 1 64(2) of the Act; and (iii) declaration tothe effect that he meets the criteria of independence as provided in Section 149 of the Companies Act 2013.

The Board of Directors of your Company, after reviewing the provisions of the Act, are of the opinion that, Shri Vijay Khanna proposed

to be appointed as Independent DirectoifulfilF the conditions specified in theAct and Rules made thereunder and that he is Independent

of the mhnagqment. A copy of the draft lettei of appointment ef Shri Vijay Khanna as an Independent Diiector setting out the terms andconditions is available for inspection at the registered office of the Company during normal business hours on all working days uptothe date of Annual General Meeting.

Except Shri Vijay Khanna, no other Director or Key Managerial Personnel of the Company or their relatives is concerned or interestedin the proposed resolution.

The resolution seeks approval of the members for the appointment of Shri Vijay Khanna as Independent Director of the Company forfive consecutive years ior a term upto 29th March, 2020 pursuant to Section 149 and other applicable provisions of the Act and Rulesmade thereunder and that he shall not be liable to retire by rotation.

The Board recommends the resolution set forth in item No.7 for the approval of the members as an ordinary resolution.

BY ORDER OF THE BOABDFor Mewat Zinc Limited

Varsha JoshiCompany Secretary

Membership No.35141Reqistered Office:1/24, Bansi House, Asaf Ali Road,New Delhi - 110 002CIN: L27204DL1 991 PLC0461 20

Dated : May 27,2915Place : New Delhi

7 tqg

MEWAT ZINC LIMITED

To the Members, " l

Your Directors present lhe 22d Annual Report together with Audited Accounts of your Company for the financial year ended on 3l "rMarch, 2015.

FINANCIAL RESULTS

The summarized financial results of the Company for the financial year 2014-15are as under:-

(Amount in Rupees)

2014-15 2013-14

Revenue from Operations and Other lncome

Tolal Expenditure

Profit before lnlerest, Depreciation & Tax

Interest Cost

Depreciation

ProfiV (Loss) after Dep. and before Tax

Provision for

- Current Tax (Ne$

- MAT Credit Entitlement

- Deferred Tax

Prior Period Tax Adjustment

Net Profit/ (Loss) for the year after tax

Balance brought forward from previous year

Balance carried to Balance Sheet

Earnings per Share i(i) Basic

(ii) Diluted

1,31,41,277

1,37,67,198

1,23,193

0

7,49,114 ,

(6,25,921)

39,756

0

(2,27,955)'0

{4,37,722)(48,70,658)

(53,08,380)

: o.tt- 0.11

21,,11 ,500

22,55,583

6,04,692

"07,48,775'

(1,44,083)

3,900

0

(44,522).,0

(1,03;461)

(47,67,197)

(4e,70,658)

- 0.03

- 0.03

Since the Company has incureed losses during the year, no amount is proposed to be lransferred to the general reserve.

DIVIDEND

Keeping in view the loss incurred during the year, the Directors do not recommend any dividend on the equity shares for the yearended on 3'l"tMarch, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of your company for the financial year ended on 31"1 March, 201 5 is as under :

(a) Industry Structure and DevelopmentYour Company is engaged in the trading activities and management expects that there is huge scope of development and growthin spite of competitive market conditions. During the current financial year the company has made impressive growth in terms ofturnover of the company.

(b) Opportunities and ThreatsThe Company envisages huge growth in the trading activities seotor as indicated inthe current financial year. But increased costof purchases, competitive markel conditions and low margins are the major threats in the trading industry.

(c) Segment - Wise and Product - Wise PerformanceThe Company operates in single segment. Theretore, no Segment - Wise and Product - Wise performance is done by theCompany.

{d) OutlookThe Company does not foresee and major threat to the growth prospective. Since the company is presently engaged in thetrading activities, there is huge scope oI growth in the industry.

tO fi:-"H;llillX"""*nuted a commirtee of Directors to identify, monitor and minimize the risk and atso to identify the busincssopportunities. The Committee is also entrusted the job of defining lhe.framework for identification, assessment, monitoring, andreporting of the risk and.review ol risk trends and its potential impact.

(f) Internal Control Systems and it AdequacyThe Company is availing the services of independent prolessionals to carry out the internal audit and ensure that recording andrgforting of all transactions is adequaie and proper. The necessary measures are laken to update the internal conirol system.

MEWAT ZINC LIMITED

The system also ensures that all the transactions are appropriately authorised, recorded and reported. All the measures arc

regularly reviewed by the management and necessary improvements are done.

(g) Discussion on Financial Performance with respect to Operational Performance l

The financial performance during the current financial year in terms of sales has been very impressive and encouraglng' The

Company has incUrred losses duling the year because of the inqreased cost of purchases and competitive market conditions-

(h) Material Development in Human Resources / Industrial RelationsThe Gompany recognized the significance of human values and ensures that proper encouragement is given to the employees of

the Company to motivate them. Employee's relations continued to be cordial throughout the year in the company.

(i) CautionaryStatementThe Statements in the ,,Management Discussion and Analysis Report" describe the company's objectives,. estimates and

e4pectations, which may be a f|rward looking statement within the meaning of applicable laws, rules and regulations. The actual

results may differ from thor" "*pru."ed

or implied, depending upon the economic conditions and policies o{ the Government'

OPERATIONS

During the year under review, the Company continued to carry on some trading activities. Total revenue frorn the trading activities and

otherincomeamountedtoRs.l ,g1 ,41 ,277:-asagainstRs.2.l ,11,500/-inthepreviousyear.NetlossafterDepreciationandtaxeshasbeen Rs.4,37,7221- againsl ns.t,OS,+Of /- during the previous year. The Directors are expecting better performance in the coming

year.

THE STATE OFAFFAIRS OF THE COMPANY

The state of affairs of the company is on the improvement track. The Directors are hopeful that in the coming years the financial

strength will improve further.

FINANCE

(i) Share Capital.The paid-up Equity Share Capital as on 31"tMarch, 2015 was Rs.4.00 Crore. Durlng the year under review, the Company has not

issued shares with differential voting rights nor granted stock options nor sweat equity. 84000 partly paid up equity shares of the

company have been made fully paid up during the financial year'

(ii) Fixed DepositsThe Company is not accepting any fixed deposits from the public. There are no fixed deposits remaining unpaid/unclaimed with

the Company as on 31"tMarch, 2015. I

(iii) Particulars ol toans, guarantees or investmentsThe particulars of loans, guarantees and investmehts covered undbr the provisions of Section 186 of the Companies Act, 2013

may be taken as Nil.

MATERIAL CHANGES & COMMITMENTS. tFANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no rqaterial changes or any other commitments which may affect the financial position of the Company'

RELATED PARTY TRANSACTIONS

No related party transactions were entered into during the financial year 2014-15 except there was a reversal of transaction already

entered wit'h one of the Directors for purchase of land-. All related party transactions entered into in the past were on an arm's length

basis and were in the ordinary courseof business. There are no materially significant, related party transactions made by the Company

with promoters, directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the intercst

of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Cgmpany.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED IMPACTING THE GOING CONCERN STATUS AND COMPANY'S

OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/ courts which would impact the going concern status of thc

- Company and its future operations.

LISTING OF SHARES

The Equity Shares of the Company were listed with the stock exchanges at Mumbai, Delhi, Jaipur, Ahmedabad and calcutta' Delhi,

Jaipur and Ahmedabad stock exchanges are now non-operational/de-recognized. The securities of the Company are suspended at

BSE Ltd. The Company is in the process of making necessary application to BSE Ltd. for restoration of listing.

DIRECTORS

(i) Retirement by rotation. ln accordance w1h the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Neena Gupta

retires by rotation and is eligible for re-appointment-

(ii) Declarations by Independent DirectorsAll Independent-Directbrs have given declarations that they meet the criteria of independence as laid down under Section 149(6)

of the Companies Act,.2013 and Clause 49 of the Listing Agreement'

I It{b

MEWAT ZINC LIMITED

(iii) Board MeetingsDuring the yeai, Five {5) Board Meetings and Four (4) Audit Committee Meetings were convened and held. The details are givcn

in the Corpdrate Governance Report. The intervening gap between the Meetings was within the period prescribed under theCompanies Act, 2013.

(iv) Independent Directors MeetingDuring the Finaricial Year20'14-201 5 one meeting of the Independent Directors was held on 30'n March,2015 to discuss theevaluation oJ the performance of Non-lndependent Directors and the Board of Directors as a whole, evaluation of the performance

i of the Chairman of the Company taking into account the view,s of the views of the, executive and non-executive Directors andlf evaludtion of the quality, conient'and timeliness of the flow of in{ormation between the management and Board which is necessary

' for: the Bgard,to perform its duties.

(v) Details of Directors or KMP appointed / resigned during the financial year.Dur:lng the year under review Mr. Shyain Kumar (DlN : 00321939) resigned from the Directorship of the Coqpany due to his otherpre-occupatipns. The Company appointed Mr. L. M. Saxena (DlN :00321898), Mr. Virender Goel (DlN :07140835) and Mr. VijayKhanna,(DlN :07140826) as independent Directors of the Company. Ms. Varsha Joshi was appojnted as Company Secretary and

, -, Compliance Officer of the Company. Ms. Neena Gupta, Director of ,the Company was designated as CFO of the Company.

:COMPANY POLJCY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has formulated a remuneration policy which provides the manner of selection of Board of Directors, KMP and theirremuneration. In case of appointment of independent Directors, the Nomination and Remuneration Committee shall satisfy itself withregard to independent nature of the Directors viz-a-viz the company so as to enable the Board to discharge its performance and dutiesetfectively.

STATEMENT tNptCATlNG DEVELOPMENT AND TMPLEMENTATION OF RISK MANAGEMENT POLTCY OF THE COMPANY

PursUant to sectid,p 134(3)(n) of the Companies Act, 2013 and clause 49 of the listing agreement the company has constituted a'tsusiness Risk Management Committee. The details of'the committee, its terms of reference are given in thg Corporate GovernanceReport. At present the Company has not identified any element ol risk in the Company.

DIRECTORS' RESPONSIBTLITY STATEMENT

'To the bedt of their knowledge and belief and according to the information and explanations obtained by them, your Directors makc the" lfollowing statements in terms of the section 134(3)(c) of the Companies Act, 2013:

- (i) Thati4thepreparationoftheannual financial statementsforlheyearendedMarch3l,20l5,theapplicableaccountingstandards., have been followed along with proper explairation telating to materidl departures, if any;

(ii) That s0ch accounting policies, as mentioned in the Notes to the Financial Statements, have been selected and applied consistently: andljudgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state ofaffq'iis of the company as at March 31, 2015 and of the profit / (loss) of the Company for the year: ended on that date;

(iii) Ttiat proper and slticient care has been taken for the maintenance of adequate accounting records in accordance with the

. , proviilons of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fiaud andother irregularities;

(ivj J11l", the annual f inancial statements have been prepared on a going concern basis;

(v) That proper internal financial cqntrols were in place and that the financial controls were adequate and were operating effectively;I

1ri1 ti"t proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.

COMPOSITION OF AUDIT COMMITTEE

The Company has constituted an Audit Committee. The details of the audit committee are given in the Corporate Governance Reportwhich is annexed as "Annexure B" to the Board Report.

ESTABILISHMENT OF VIGIL MECHANISM

. :The Company has a Vigil Mechanism.named as Whistle Blower Policy to deal with the instances of fraud and Mismanagement, if any.

The Company has constituted a committee to'look into complaint raised.

AUDITORS

(i) Statutory Auditors

of 26th Annuat Generat Meeting subject to ratification ol their appointment at every annual general meeting held after 21st Annual. General Meeting. They are eliglble.to be appointed as the statutory auditors and lherefore, a rlesolution forlhe ratification of their

appointment is recommended for the approval of the shareholders.

(ii) Auditors Report:The observations made in the auditor's report read together with relevant notes tirereon are self explanatory and hence do not

' call for any further comments from the Directors under section 134 of the Companies Act, 2013.

(iii) Secretarial AuditorPursuant'to the p,rovisions of Section 204 of the Companies Act, 2013 arld the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Company ha$ appointed Mr. Baldev Singh Kashtwal, a Company Secretary in Practice,

to undertake the,secretarial Audit of the C.ompany. The Report of the Secretarial Audit is annexed herewith as "Arinexure-A".

10

MEWAT ZINC LIMITED

(iv)(a)

(b)

Observations of the Secretarial AuCitor: '

As regards non-compliance of certain clauses of the listing agreement, it is stated that the securities of the company are suspendedat BSE Ltd. The Company is in the process of making an application to BSE l-td. for restoration of listing of its securities and willtake all the necessary steps lor the compliance of Listing Agreemenl.

As regards arrangement with Depositories for the dematerialisation of its shares, the company is in the process of making an applicationto BSE Ltd. for restoration of listing of its securities and the necessary agreement with the Depositories will also be exbcuted sobn.

As regards sale of old assets of the Qompany, it is stated that the plant and machinery including electrical fittings were lying idle for fiorethan 12 years. The company has disposed off the assets which were lying idle for more than 12 years and technologically outdated afterobtaining the approval of shareholders under section 180(1 )(a) of the Companies Act, 2013 through the process of postal ballot.

Internat AuditorsThe Company has appointed Mis Daga Arun & Company, Chartered Accountants as internal auditors of the company pur$uant tosection 1 38 of the Companies Act, 201 3 read with Rule 1 3 of Companies (Accounts) Rules, 2014.

The Nomination and RemuneratiOn Committee constituted in compliance with, section 178 of the Companies Act, 2013 read withrelevant rules f ramed thereunder and clause 49 of the Listing Agreement has laid down a framework for the evaluation of the perforr4anceof the Directors including Independent Directors and the Committees of the Board.

I

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

DISCLOSURE OF RELATIONSHIP BETWEEN THE DIRECTORS

Mr. Jai Prakash Gupta, Chairman & Managing Director and Ms. Neena Gupta, Directoi &

(v)

Directors are not related to each other in anyway. lDETAIL OF FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

During the year under review one familidrization Programme was conducted for the independent Directois of the Company.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditionsof Corporate Governance pursuant to Clause 49 of the listing agreement with stock exchanges is annexed as "Annexure-Bi'.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Since there were no manufacturing operations during the year, information relating to conservation of energy, technology absorption,foreign exchange earnings'and outgo, as required under Section 13a(3)(m) of the Companies Act, 201,3:read with Rule I of theCompanies (Accounts) Rules, 2014, is not applicable. ' I t:

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in "Form MGT-9" is annexed herewith as "'Annexure - C". ,

During the year under review the company has not received the company has not received any complaint as per the sexual Harassnrentsof Workmen at the Work Place Act, 2013.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiiingparticulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of theemployees was in ieceipt of remuneration in eicess of Rs.60.00 lacs per year during the financial year ?014-15

: ,

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a CSR Policy pursuant to the provisions of the section 135 of the Companies Act, 2013 reak'Witfr rulesframed thereunder. At present the provisions are not applicable to the company. As and when these provisions becdme appilicable,necessary steps will be taken to comply with the same. {ACKNOWLEDGEMENT

The Directors of the Company wish to thank all the concerned agencies, bankers and the employees:foi the co operat o& "Jrirn""and support. The Directors also duly acknowledge the trust and conlidence the shareholders and investors have reposed in the Company.

Place : New DelhiDate :May 27,2015

,t

l

CFO are related to each other. Other,

For and on behalf of the BoardOf MEWAT ZINC LIMITED

JAI PRAKASH GUPTACHAIRMAN & MANAGING D|RECTOR- )r DlN :00253529

11 It{]

MEWAT ZINC LIMITED

"Annexure - A" to the Board RePort

FORM NO. MR.3

SECRETARIAL AUDIT REPORT

:FoRTHEFINANC|ALYEARENDEDoN3ISTMARCH'2015[Pursuant to section 204(1) of the companies Act, 2013 read with Rute No' 9 of the companies

The Members

il'L - Aiii'ii"i':'iiiiiii''"'iti"n of Manageriat Personne!) Rutes' 2014

Mewat Zinc Limited1124, Bansi House,Asaf Ali Road,New Delhi-110002

I have conducted the secretariar Audit of the compliance o{ applic€bre statutory provisions and the adherence to good corporate

practiees by Mewat zin" Li;i;JihereinaJter carreo irre Company').The secrei'ariil audit was conducted in a manner that provided us

a reasonable basis for evaluating lhe corporate "onJr"tt

i statutory compliances and expressing my opinion thereon'

lBased on my verification of the Mewat Zinc Limited's books, papers, minute books, forms and returns filed and other records maintained

by the company and "rro

ir," information prouiou-o uy ihl-"[rpinv, its otrters, agents and aulhorised representatives during the

conduct of secretarial audit, I hereby report that in-my opinion, ir'e -iompany

has, d-uring the audit period covering the financial year

ended on March 31, 2015 complied with the statlio'rv-brovisions listed hereunder and also that the company has proper Board -

processes and compliance - Mechanism in ptace to t'he extent,.in the manner and subject to the reporting made hereinafter:-

I have examingd the books,,papers, minute books, forms and return-s filed and other recor'ds maintained by Mewat Zinc Limited ("the

Company,,) ior the f inanciri V"Ji""b"O on 31"t March, 201 5 according to the provisions ol :-

(i) The Companies Act, 2013 ('1he Act) and rules made thereunder;

(ii)TheSecuritiesContracts(Regu|ation)Act,1956(.SCRA)andtheru|esmadethereunder;(iii) The Depositories Act, 1996 and the Regulations and bye - laws lramed thereunder;

(iv) The Foreign Exchange! Management Act, 1g9g and the Rules and Regulations m-ade lhereunder to the extent o{ Foreign Direct

Investment, overseas Direct Investment, ano-externar commerciat do-rrowings (Not applicable to the company during the

Financial Year 201 4-201 5);

(v) The 1olowing Regulations and Guiderines prescribed under the securities and Exchange Board of India Act' 1992 ('sEBl Act') :-

(a) The securities and Exchange Board of lndia (substantial Acquisition of shares and rakeovers) Regulations' 2011;

(b)TheSecuritiesandExchangeBoardoflndia(ProhibilionoflnsiderTrading)Regulations,1992;

(c) The Securities and Exchange Board of India (lssue of capital and Disclosure Requirements) Begulations' 2009 (Not applicable

to the Company during the Financial Year 2014-2015);

(d) The securities and Exchange Board of India (Employee stock. option sglreme- ^a1!

Employee Stock Purchase Scheme)

Guidetines; 196iN"l';ppiii"ul" i" rhe company during the Financial Year 2014-2015);

(e) The securities and Exchange Board of lndia'(rssue and Listing of Debt securities) Regulations, 2008 (Not applicable to the

'-.', c;;;;y during the Financial Year 20'14'2015); ^-r ch;,^ Tr6ncror An,

(f) The seiurities and Exchange Board of India (Registrar lo an lssue and Share Transfer Agents) Regulations' 1993 regarding

companies Act and dealing with client; hares) Regulations, 2009 (Not appricable to the company' (S) The Securities and Exchange Board of lndia (Delisting of Equity Sl

during the Financial Year 2O14-2015); and

(h) The Securities and Exchange Board ol India (Buyback ol securities) Regulations, 1998 (Not applicable to the company

during lhe Financial Year 2014-2015);

(vii) lndian StamP Act, 1899;

(viii) Industrial Dispute Act, 1947;

(ix) Minimum WagesAct, 1948;

(x) Payment of Wages Act, 1936; and

(xi) Othcr applicable Labour Laws'

I have also examined the compliance with respect to the applicable clauses d{ the following:-

(i) secretarial standards issued by the Institute of company secretaries of India (Not Applicable to the company during

the Financial Year);

(ii)TheListingAgreemenienteredintobytheCompanywiththeStockExchanges.

12

MEWAT ZINC LIMITED

During the period under review, the company has complied with the provisions of the Act, Rules, Regulations, guidelines4qtandards etc. mentioned above, subject to the following observations: i

(i) With regard to listing agreement compliance, it is stated that the Equity Shares ot the Company wery lpled ,yiththe stock exchanges at Delhi, Mumbai, Jaipur, Ahmedabad atnd Kolkata- The stock exchanges at Delhi, Jdipurand Ahmedabad arepow non-operational/de-recognized.,The securities of the Company are suspended,at,BSELtd. The Company has not paid the listing fee to the BSE Ltd and Calcutta Stock Exchange Ltd. and thbre hasalso been non-compliance of other clauses of the listiig agreement- As per the explanation given by the Colnpany,

,it is in the process ot making an apptication to BSE Ltd. for the restoration of the listing ot its securities hnd willalso take all the necessary stepi tor the compliance of Listing AgreemBnt.

(ii)The Company.has not made any arrangement with the depositories for dematerialization of its shares. As perexplanatiqn given to us by the management, since the Company is in the process o,t making application to BSELtd. for restoration of the listing, the necessary agreement with the depositories will be executed and intormati .o,.Q

fited with BSE Ltd.

I further report that:-

' The Board of Directors of the Company is duly.constituted with proper balance of Promoters Directors and Independent Directors.The Changes in the composition.of the tsoard of Directois that took place during the period under review were carried out incompliance with the provisions of the Act;

' Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at leastseven days in advance, and a system exists for seeking and obtaining further information and clirification on the agenda itemsbeforethemeetingandformeaningfu|participationatthemeeting;and

. Majority decision is carried through while the dissenting members'views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of thecompany to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

;

I further report that during the audit period, the company dispose oft its old, outdated and not in working condition Plant. & Machinery'inctuding lind, buitding and electricat tittings as per the decision taken by the shareholders by way of a

speciat resolution passed under section 150(1)(a) of the Companies Act, 2013 through the proeess of postal ballot on28th March, 2014. As per the explanation given by the Company, these assefs were lying idle tor more than 12 years andtechnoldgically outdated. There were no instances of :-

(i) Public / Rights / Preferential lssue of Shares / Debenture / Sweat Equity;

(ii) Redemption / Buy-back of Securities;

(iii) Merger / Amalgamation / Reconstruction etc.;

(iv) Foreign Technical Collaborations.'Sd/'

CS BALDEV SINGH KASHTWALPRACTISING COMPANY SECRETATIY

FCS NO. 3616, C. P. NO.3169Delhi27th May,2015

I

Place :

Dated :

13tqq

MEWAT ZINC LIMITED i

"Annexure - B" to the Board Report

RT}SOPHY ON CODE OF GORPORATE GOVERNANCE1. COMPANY'S PHIL( NCE

The company believes in the practice of good governan@ and recognizes its importance. The Company is committed to not onlyrunning its bu;iness in tho best possible and transparelit rnanner but also complying with all relevant rules and regulaiions.

2. BOARD OF DIRECTORS'fhe Board of DireCtors iO cornprised of five Directors. Qut of five, two are executive Director and three Directors are non- executiveand independent directors. The composition, category and their attendance at the Board meetings during the year and at the lastAnnual General Meetings ae also the number of directorshipslmemberships of committees of other public limited companies as on 31$March, 2015, are as folbws:

a) Gomposition ol the borrd:Name or urredor gategory No. ot tsoarc

Meetings-attended

During 2014-lt

wnelnerAilenqeothe last AGM

NO. Or Urrectorsnlpin other publie

Limited Companies

No. of Committeeposition held inother Companies

Chairman Member

Shri.l.P Gupla

tuls. Neena Gupta

Shri Lalit Mohbn Saxena

ShriVijay khanna

Shri Viiender Goel

Shri Shyam Kum3f

trutroterand Executiv

tremgte,rand Executiv

Non- Executiveand Independent

' NorrExecutiveand lndependent

No.n- Executiveand Independent

' Prcmoter

and Non- Executive

'''5

1

I

'I

Yes

I Yes

; Yes

'No

No

yes

NIL

NIL

Nil

Nil

Nil

Nil

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Nil_

- Ceased w.e.f. 30i03/201 5

b) Details of Shares held by non-executive directorqName of Director No. of Shares

Shri Lalit Mohan Saxena

Shri Vijay khannd l

Shri Virender Goel'

NIL

NttNIL

c) Number of Board Meqtings:

During the financial year 2A14-2Q15, five (5) Board meetings were held pn:

51. NO. UAIE

I

2

3

4

5

26t0512014 ,

28/07t2014

27t1012014

27t01t2015

3ologl2ol5 '

The maximum interval between any two meetings was not rnore than 1?0 days.

d) Information Supplied to the Boird:The Board ol Directors has complete access to any inforrilation within the Company. At the Board meetings, the Directors are providedwith all relevant information rnatters including the matters specilied in Clause 49 of the Listing Agreement.

e) Details ol Remuneration paid to the Directors as per Claude 49 (VlllXC) duringthe financial year 2014-2A15

Name ol the Director Category Amount tin Rs.)

ShriJ.P. Gupta

Ms. Neena Gupta

Shri l,alit Mohan Saxena

Shri Vijay khanna

Shri Virender Goel

Executive (CMD)

Director and CFO

Non- Executive and Independent

Non- Executive and Independent

Non.: Executive and Independent

1 50000/-

75000t

Nil

Nir .

Nil

14

MEWAT ZINC LIMITED

f) coDEoFcoNDUcTThe Board of Directors of the Company has adopted Code ol Business Conduct and Ethics, ln terms of the requirement of clause 49of the Listing Agreement. The declaration regarding compliance with the code for the year ended 31$ March, 2015 signed by theChairman is attached and forms part of this report. i

S) DECLARATION REGARDING COMPLIANCE OF CODE OF CONDUCT

l, J.P Gupta, Chairman of Mewat Zinc Limited, hereby declare that all the board members and senior management personnel of theCompany have affirmed compliance of the code of conduct for the year ended'31"tMarch, 2015.

h) wHlsTLE BLOWER POLTCY ,:

The company is committed to provide an open, honest and transparent working environment and seeks to eliminate fraudulent activitiesin its operalions. The Board of Directors of the Company has approved & adopted Whistle Blower Policy (Vigil Mechanism).

i) CEO/CFOCertitication

A certificate from Ms. Neena Gupta Director & CFO, on the financial statements of the Company was placed before the Board.

3. COMMITTEE OF THE BOARD

a) Audit Committeei

The audit committee of the Company as on 31st March, 2015 compriseb of the following Directors.

Name otthe Dlrector cateqoryShri Virender Goel

Shri L.M. Saxena

Ms. Neena Gupta

Chairman

Member

Member

The constitution, scope and terms of reference of the Audit Commiftee confirm to the requirements of Clause 49 and Section 177 ofthe companies Act, 2013. These broadly include the approval of the annual internal audit plans, review of financial reporting system,internal control system, ensuring compliance with regulatory guidelines, reviewing the quarterly, half yearly and annual financialresults, interaction with statutory auditors and recommendation for appointmenVremoval of auditors.

During the year the Committee four times on 2610512014,2711012014,27/O1h015,30/03/2015

The attendance of the Directors on the above meeting was as follows:

Sl. No. Name of the Director Gategory No. ol the Meetinqs attended

1

43

Shri Virender Goel

Shri L.M. Saxena

Ms. Neena Gupta

Chairman

Member

Member

1q

4

4

Sl. No. Name ol Director and PositionI

z

Mr. L.M. Saxena, Chairman

Ms. J.P. Gupta, ,Member

Mr. Vijay Khanqa, Member

During the year under review five meetings of Stakeholders Committee were held on 26105/2014,28107/2014,27110t2014,2710112015,30/03/201 5.

All valid requests for share transfer received during the year 2014-15 have been acted upon by the Company and no lransfer ispending.

c) Nomination and Remuneration Committee

The Company has constituted a Nomination ad Remuneration Committee to recomrfiend the package of the managerial personneland to formulate a board policy framework for managerial remuneration. The remuneration to non-executive directors comprises ofthe sitting fees only.

. ii'

tl- |IJ !

The audit committee held detailed'discussions with the statutory auditors on the Final Accounts and Quarterly Results. Therecornmendations of the Audit Committee are regularly submitted to the Board.

b) Stakeholders' Relationship Committee:

The Company has constituted Stakeholders Relationship Committee which comprises of two independent and one promoter Director.The Committee'is vested with the requisite powers and authorities to specifically look into redressal of shareholders and Investorsgrievances as also to oversee the functioning of the Share Department. During the year under,review, the Company has receivedthree complaints. As such, no complaint was pending at the end of the year. The Committee as on.31st March, 2015 comprised of thefollowing Directors of the Company.

15

a ";. ''\

Name of Directbr Cateqorv

Mr. Virendei Goel

Mi L.M. Saxenb'

tvlr. Viiav Khanna

Non- Execulive and Independent

Non- Executive and Independent

Non- Executive and Independent

MEWAT ZINC LIMITEDI

The Nomination and Remuneralion Committee aS on 31"tMarch,2015 comprised of the following Non-Executive Directors of theCompany.

Tfre Nomination and Remuneration Committee approved the remuneration of Mr. J.P. Gupta, Chairman and Managing Director of theCompanyat its meeting heh on 27.05.2015.

3. General Body Meetings

The last three Annual General meetings ol the Company were held as under:

Year Day Date Time Venue

2812 Thursday 20th September,20'.2 10.00 A.M NCUI BuiHing, 3, Siri InstitutionalArea, August Kranti Marg,New Delhi-l10 016

2913 Monday 23d September, 2Ol3 09:00 A.M. Hindi Bhawan, 11, Vishnu Digamber Marg, Near Eal Bhawan,New Delhi.110 016

2014 Wednesday 3'd September,2Al4 09.00 A.M. , 'lndian Social lnstitute, 10, lnstitutional Area, Lodi Road,New Delhi-110 003

4. Resolution passed through the process of Postal Ballot.

A special resolution was passed by the shareholders of the company through process of postal ballot under Section 180 (1)(a) of theCompanies Act, 2013 on 28th March, 2014.

5. Specia! Resolution passed during the last three years.

Tne Company passed a speciat resolution at the annual generat meeting held on 2}llglzl1zfor the reappointment of and payment ofremuneration of Mr, J.P. Gupla, Mana$ing Director of the Company.

6. DISCLOSURES

(i) ' There were no transactions of material nature with the directors, promoters or relatives etc. during the year,that had potential con{liqtwith the interest of the Company at large. The details of Related Party Transactions have been reported in notes to account5.

:.(ii) The financial statement have been prepared in compliance with the requirement ol the Companies Act, 2013 and in conformity, in

all material respects,'with the generally accepted accounting principles and standards in India.The estimates judgments made'

, in preparation of these financial statements are consistent, reasonable and on prudent basis so as to ref lect true and fair view, ofI the state of affairs and results/operations of the company.

(iii) The Company has not raised any funds from the capital market (public/rights/pre{erential issues etc.) during the financial yearunder review.

(it) No penalties or strictures have been imposed on the Company by the stock exchanges, SEBI or any other statutory authorities onany matter relating to the capital market during the last three years.

(v)r' The iorp"ny is in the process ol complying with all mandatory requirements of Clause 49 of the Listing Agreements.

7., MEANS OF COMMUNICATION

Tfre Financial Results are communicated to all stock exchangeb, where the Cornpany's shares are listed; as soon as the same areapproved and take,n on record by the Board of Directors of the Company. The results are not sent individually to the shareholders.

The Company could not publish its financial results due to tight liquidity position.

8. Auditors Certilicate on Corporate Governance

A certificate has been obtained from the auditors of the company regarding compliance with the provisions relating to CorporateGovernance laid down in clause 49 of the listing agreemenl wiitr ttre stock exchangjes. The same is annexed to this report.

9. GENERALSHAREHOLDERINFORMATION

Annual General Meeting

2"d July, 2015 to 8ft July, 2015

DaY.., Wednesday

Date 0810712015

Time nqnoA[/'

Venue Indian Social lnstitute, 10, lnstitutional Area, Lodi Road, New Delhi-1 .l 0 003

Book Closure:

16

MBWAT ZINC LIMITED

Sr- No., Name of lhe Stock Exchange Stock Gode

1

2

BSE Limited

The Calcutta Stock Exchange Association Limited

o

4

5

The Delhi Stock Exchhnge Association Limited

Jaipur Stock Exchange Limited

The Stock Exchange Ahemdabad

These Stock Exchanges are now non operational I

de-recognised

Financial Calendar 201 5-2016 (tentative)

Financial Year '!"tApril, 2015 to 3l"tMarch, 2016

First Quarter Results 4s Week of July, 2015

Second Quarter Results Before 14th November, 2015

Third Quarter Results Before 15th February 2016

Audited Results for the year 2015-201 6 Before 30lh May, 201 6

Dividend payment date N/A

Registered office: 1124Bansi House, Asaf Ali Road, New Delhi-110002

Listing of .$ecurities

Slock Market Data

No trading of .Company's equity shares took place during the yeat 2}14-15in any of the stock Exchanges.

Regi'strar and Share Transfer Agents

The cclmpany has appointed M/s Abhipra Capital Limired as Registrar and Transfer Agents to do the share registry work.

Dematerialization of Shares

The Company has signed the necessary Agreement with NSDL and CDSL for joining the Depository iystem. The lSlN No. is awaited.

Distribution of Shareholding as on 31't March 2015 :

DISTRIBUTION SCHEDULE

Outstanding ADRs/ GDRs Marrants etc : Not Applicable

Location of the plant : Presentfy there are no manufacturing operations in the Company.

Address of the Gorrespond€nce ' ilti1,"i"",*i"::":t::: :

1/24, Bansi House AsafAli Road:New Delhi- 110002

15317

Number ofShares held

,NumberolShare,holders

a/o olShareholders

Number ofShares

Amount'in Rs

"/" alCapital Eguity +

Upto 5000

5001-10000

1 0001 -20000

20001 -30000

30001-40000

40001-50000

50001-100000

1OOOO1 ANDABOVE

1708

.12623

0

0

2

3

14

91.04

6.72

1.22

o.00

0.00

0.11

o:16

o.75

423000

1 1 9800

38.100

0

o

9800

25900

3383400

4230000

1198000

381 000

0

.,098000

259000

33834000

i 0.58

2.59

0.95

0.00 rt

9-00 ;4.24

0.65

ri4.59

Total. 1876 "100.00 4000000 40000000 100.00

Shareholding Pattern as on 31st March 2015

Ghtegory No. of Shares o/o of total Capital

Promoters and Directors

Private Corporale Bodies

Indian Public

2985230

41600

973170

74.63

1.04

24.33

Total 100.00

MEWAT ZINC LIMITED

ANNEXURE TO ITEMS 2,4,5 6 & 7 OF THE NOTICE

Details of Directors seeking appointmenl and re-appointment at the forthcoming Annual General Meeting (in pursuance of Clause 49

of the Listing Agreement) as on 31"tMarch, 2015

NAME OF DIRECTOR NEENA GUPTA J.P. GUPTA L. M. SAXENA VIRENDER GOEL VIJAY KHANNA

DATE OF BIRTH 30.'10.1951 17.08.'t948 22.08.1951 10.02.'t947 15.12.1955

NATIONALITY i Indian lndian Indian Indian Indian

QUALIFICATIONS Graduate Graduate Graduate Graduate Graduate

DATE OFAPPOINTMENT 30.10.1991 30.10.1991 30.03.2015 30.03.2015 30.03.2015

NO. OF SHARES 70000 273500 NIL NIL NIL

EXPERIENCE 32 years 35 years 32 years 36 years 2Syears

DIREOTORSHIP INOTHER COMPANIES

NIL NIL NIL NIL NIL

CHAIRMAN/MEMBER OFCOMMITTEES OF BOARDOF DIRECTORS IN OTHEFPUBLIC COMPANIES

NIL NIL NIL NIL NIL

BRIEF RESUME Ms. Neena Gupta

aged about 63 years

is a graduate and

retired frgm banking

services. She has

approx.32 years

experience in dealing

with flnancial matters

Mr. J. P. Gupta aged

about 66years isagraduate. He has more

than 35 years experienu

of handling of accountsflnance and overall

administration.

Mr.L.MrSaxena aged

about 63 years is alsograduate and retired :

from banking services,

he has approx.32 years

of expgrience of handlinlihe flnancial matters

Mr. Virender Goel

aged about 67 years is

a graduate. He has a

very rich experience

ofapprox. 36 years ofbusiness developmentand industiral relations

t'/r. Vrlay Khanna eged

about 59 years is a

graduate. He has approx.,25 years experience ofmarketing to his credii.

NATURE OF EXPERTISEIN SPECIFIC FUNCTIONALAREA

FinancialMatters

OverallAdministration

FinancialMatters

BusinessDevelopment

Marketing

18

MEWAT ZINC LIMITED

AUDlroR's CERTIFICATE REcARDtNc coMpLtANcE oFTHE coNDtloNs oF coRpoRATEGOVERNANCE UNDER CLAUSE 49 OF THE LISTING AcREEMENT WITH STOCK EXClrar,tGEG

TojThe MembersMewat Zinc Limited

we have examined the compliance ol conditions of corporate Governance by Mewat Zinc Limited for the year ended March 31, 2015as stipulated'in Clause 49 of the Listing Agreement of the said company witn tfre stock exchanges. "-'

- -The conditions of the Corporate Governance is the responsibility of the management. Our examination as carried out in accordancewith. the Guldance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement) issued by theInstitute of Chartered Accountants of India and was limited to review tire procedures and implementation thereof, adopted by theCompqnyfor ensuring the compliance of the conditions of Corporate Governance, lt is neither an audit nor an expression of opinion onthe financial statement$ of the Company.

In our opinion and to the best of our information and expianations given to us. we cerrify that the company has compiled with theconditions of corporate governance as stipulated in the above mention-ed Listing Agreement regarding cdmposition of the Board. But thelgmpany had not complied with other clauses of the listing agreement w.r.t. payment of listing fee ind submission of other quafierty/half yearly information / document to the stock exchanges.

y9:t"j9, thl in respect of investor grievances received during the year ended 31"r March, 2015, no investor grievances are pendingagainst the Company for a period exceeding 1 5 days as per records maintained by the company which are presented to the Board otDirectors of the Company.

We further state that such compliance is neither an assurance as to the future viability of.the company nor the efficiency or effectivenesswith which the management has conducted the affairs of the company.

For Manlsh Hustagi & AsssciatesChartered Accountants

Place: DelhiDate : May 27:2015

sd/-{Manish fiustaEi)' M. No.09961.t

CERTIFICATI-g]IBY CHAIRMAN AND MANActNc DTRECTOR (CMD) andcHtEF F|NANCIAL OFFTCER (CFO) TO THE BOAFD

We,.Jai,Prakash Gupta, (Chairman and Managing Director) and Neena Gupta, Director, Chief Financial Officer ol Mewat Zinc Limited,certify that:

1 ' We have reviewed the financial statements and the cash flow statement lor the yeai and that to,the best of our knowiedge andbelief :

a) These statements do not contain any materially untrue statement or omit any material fact or contain statements th4t mightbe misleading;

b) Thes.e ,tut"t"nt, together present. a true and fair view of the state of affairs of the company and are in compliance withexisting accounting standards, applicable laws and regulations. -' -- - -' "'- --"'F'

2' There are' to the besi of .our knowledge and belief, no transactions entered into by the company during the year which arefraudulent, illegal or violative of the company's code of conducl.3' We accept overall .responsibility for establishing and.maintaining internal control for financial reporting. This is monitored by theinternal audit function, which encompasses the 6xamination anoivaluation;f th* ;dgq*iiioiltr"rtiueness, oi interna-liontrot:The internal auditor works with all leiels of managerr/ent anu itatuiorylu'oitois anii iJF"'rtr ilg;,iii."nt issues to the audit committeeof the Board. The auditors and audit committee ire appraisea oi any correctiue actioh takenirith ftfii; rigiiii.liiljJf"*!n.,*,in the design or operation of internal controls.4. We indicate to the auditors and to the audit committee:

a) Significant changes in inlernal control over financial reporting during the year;b) Significant changes in accounting policies during the year; and that the same have been disclosed in the notes Io thefinancial statements; andc) Instances.of significant fraud of'which we have become aware of and which.involve managem.ent or other employees havingsignificant role in the company's internal control system and finanCial reporting. Howevei,"o-uring theG;; t5jie *;lnlro sucrrinstance.

Place r

Date :

Delhi t)

May 27,2A$

Jai Prakash GuntaChairman & Managinf Director

(DlN :00253529)

Neena GuptaDirector & CFO

{DlN :00253592)

19 l5s

MEWAT ZINC LIMITED

r 'iAnnexure - C" to the Board Reporl

FORM NO. MGT.g

EXTRACT OF ANNUAL RETURNAS ON THE FINANCIALYEAR ENDED ON 31.03.2015

tPursuant to section 92(3) of the Companies ACt, 2013 and Rule 12(1)

of the.Companies {Management and Administration) Rules, 20141'

I.. -REGISTRATION AND OTHER OETAILS:

i) crN

ii) Registration Date

iii) Name of the CompanY

iv) Categgry / sub-Category of the Company

v) Address of the Registered office andcontact details

vi) Whether listed comPanY Yes/ No

' 127 204DL1 99 1 PLC046 1 20

23110t1gs1

MEWAT ZINC LIMITED

Company Limited Shares/lndian Non Government Company.

1/24, Asaf Ali Road, New Delhi-110002011 -2323431 6

Yes

vii) Name, Address and Contact detail ol Regisltrar : Abhipra Capital Limited, A-387, Dilkhush lndustrial Area,'

and TrqnsferAgent, if gny Azadpur, Delhi-110033. Phone No. :01'l-42390909

II. PRINCIPAL BUSINESS ACTIVTTIES OF THE COMPANY i

Aff the business activities contributing 1O/" or more of the total turnover of the company shall be stated:-

tII. PARTICUARSOF HOLDING,SUBSIDIARYANDASSOCIATEEOMPANIES

tv. SHARE HOLDTNG PATTERN (EOUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EAUITY)

i} CATEGORY-WISE SHARE HOLDING

sl.No

Name and Descriptionof main products / services

NIG Code of theProducU service

"/" to total turnover otthe company

Textile and Woollen Fabric 51 1 21 990 100.00%

t

3

sl.Nn

{AMEANDADDRESS(rF Tr.rtr ef)ltpaNv

CINIGLN HOLDING/ SUBSIDIARY/ASSOCIATE

o/o glcharcq hetd

Appllcable Section

1 N.A. N.A. N.A. N.A. N. A.

2 N.A. N. A. N.A. N. A.

Category ofShareholders

No. of shares held atthe Beginning of the year

No. of Shares held atthe end of the year

% Change

during the year

Demat Physical Total Yaol

TotalShares

)emat Physical Total Yoal'TotalSharer

A Promoters(1) Indiana) Individual/ HUF

b) CentralGovtc) State Govt(s)

d) Bodies Corp.

e) Banks / Fll) Any Other

Sub-total (A) (1)r(2) Foreign(a) NRls-lndividuals

{b) Other-lndividuals(c) Bodies Cqrp. '(d) Banks I Fl (e) AnY Other.

jSub"total(A) (2)rTqtal shareholding of

I Promoter(A)={AX1 )+(AX2}

2985230

2985230---

-.:

2985230 2985230

2985230

] ---

2985230

74.63

74.63

. --:

74.63

2985230

2985230

2985230 2985230

2985230

-t'2985230

,o:?,

74.63:--

74.63 NIL

NIL

NIL

-:-

20

MEWAT.ZINC LIMITED

B. Public Shareholding1. Institutions(a) MutualFunds(b) Bank / Fl

(c) Central Govt(d) State Govt(s)

(e) Venture Capital Funds(f) Insurancd'Companies(s) Fll's

(h) Foreign Venture Capital Funds

ti) Other (specify)

sub-rotal (BXl):-2. Non-lnstitutions(a) Bodies Corporate(i) Indian

(ii) Overseas(b) lndividuals

(i) Individualshareholdersholding nominal share'capital,upto Rs. 'l lakh

(ii) lndividual shareholders: holding iroririnal share

capital in excess ofRs 1 lakh@ Others (specify)

sub-toral (BX2)r Toral PublicShareholding(B)=(B)(t )+(B)(z)

C. Shares held by Custodianfor GDRs & ADRsGrand Total (A+B+C)

41 600

61 0800

362370

1014770

41 600

'-.

61 0800

362370

1014770

1.04

15.27

9.06

25.37l

-.. :

41 600

5841 00

389070

t

1014770

t

41 600

5841 00'

389070

fi1477A{,

'1.04

---l'

14.60

9.73

25.37

NILI

- 0.67%

+ Q,67%t:

NIL

4000000 4000000 100.0c 4000000 4000000 100.00 NIL

il

I

tI

Ji

ii) SHAREHOLDING OF PBOMOTERS:.

sl.No.

Shareholder's Name Shareholding at thebeginning of the year

Shareholding at theend of the year

%phange inshare Hol{irgdurinq lhe'vear

No. ofShares

%,age oftotal Share

Capital of thecompany

o/o age of Shares.Pledged /

Encumberedto lolal Shares

I No. ofShares

% age oftotal Share)apital of the

company

% age of $haresPledged/

Enqumbered

to total Shares

I

2

3

4

J.P GuptaJ.P. Gupta (HUF)

Neena Gupta

Shvam Kumar

2735002602130

70000

39600

6.8465.05

1.75

0.99

27354426021 30

70000

39600

6.8465.05

1.75

0.99Total 2985230 74.63 ' 2985230 74.63

iii) CHANGE IN PROMOTER'S SHAREHoLDING TPLEASE SPECIFY, IF THERE IS No GHANGE)

il.rla

Snarenotdtng at tnebeoinnino of the Year

Cumulative Sharehol{ipgDurino the vear

'No. of shares o/o ?gE of total sharelof the company

No. of shares o/o dga ot total shilresofthe company,

,

At the Beginning of the year 'Date wise lncrease / Decrease inPromoters Share,holding duringthe year specifying the rbasons forincrease / decrease (e.g. allotment .

transfer / bonus / sweat equity etc):

At the End of the year

2l 151 ,

MEWTT ZINCLIMITED

(iv) sHAREHOLDING P{JT.Ejrl'l_9F ToP TEN SHAREHOLDERS (OTHEH THAN DTRECTORS, PROMOTERS ANDHOLDER,SOFGDRSANDADRS): s"rlvrvfre' rf

ler'lNoI

I

I

1.

2.

+.

a

o"'l10"1.l

ror,Eacn ot theTop 10 Shareholders(Name ot Shareholder)

snarehotding at thebeginning of the Year

:rnarenotding at theend of lhe year

No. of shares o/o of total sharesof the company

No. of shares e/o of total sharesof the company

Chet Ram AggarwalGayatri Devi AggarwalVijay Kumar: Khanna

Mahesh Kumar

Jagmohan

Unilite Plastic Industries Pvt. Ltd.Sarat Kumar Barik

Vinit UpadhyayRam Singh Rawat

Mukesh Kumai

1 20000

45000

3B100

38000

3744A

35000

294002260A

20800

fi074

3.001.13

0_95

0.95

0.940.88

0.74o.570.52

0.28

200004500p

'1038000

3940035000

3840038000

r

32100

381 70

3.00

l-t\)

0.00

0.95

0.99

0.88

0.96

0,950.80

0.95TOTAL 397370 9.93 42407A 10.60

SHAREHOLDING OF DEECTORS AND KEY MANAGERIALsl.No

For Ehch of the Directors and KMpName of Directors/KMP

Shareholding at thebeginning of the Year

Shareholding.at theend of.the vedr

1

2

341.

A

6.

No. of shares e/o of total sharesof ihe comnanv

No. of shares % of total sharesof the comnanv

J.P. Gupta

Neena'Gupta

Shyam Kumar (Ceased we.f. 30.03.15)Lalit Mohan SaxenaVijay Khanna

Virender GoelVarsha Jbshi

273500

70000

39600' --_

381 00

6.84

1.75?

0.99

0.95

2V350A

70000

39600

6.84

0.99

_l

I. INDEBTEEENESS

rued but notUue tor paymintSecured Loans Unsecured Loans

evalr ldina rlonncilaDeposits Total

lnrlalrtadnocc

IINDEBTEDENESS at the beginninglof the financial year

I'l Principat Amount

liil Interest due but not paid

liii) Interest accrued but not due ,

lTotal (i+ii+iii)I

lChange in Indebtedness during

Ithefinancial year'lAdditionReduction

Net ChangeIndebtedness at the endof the financial yeari) PrincipalAmount '

'

ii) Interest due but not pbidiii) Interest accrued but not dueiv) .

Total (i+ii+iii)

22

MEWAT ZINC LIMITED

;A.,

RET',IUNEHATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

REMUNFRATION TO MANAGING DIRECTOR, WHOLE-TIME DIHECTORS AND/OR MANAGER:

B. HEMUNERATION TO OTHEH DIHECTORS:

r,iI

\t

-4

t5q

sl.lt:

Particulars of Remuneralion Name of MD/VUTD/Manager Total AmountJ.P. Gupta Neena Gupta

-11.

l(a)

I

tb)

ic)

2'

\).

:

q

Gross salary

Salary as per provisionscontained in section i7(1) ofthe Income-tax Act, 1961Value of perquisites uls 17(2)Income{ax Act, 1961Profits in lieu of salary under€ection 17(3) Income-tax Act, 1961Stock Option

Sweat Equity

CommissionAs '1e of profitOthers, specify...-

Others, please specify

Total(A)

Ceiling as per the Act

Managing Director Director & CFO

150000 75000

effective Gapital falls in the slabs of negativeor less than 5 crore

2254A0

' 225AAA

30.00 Lakhsi

st.No

Farliculars of Remuneration Name ol MD/WTD/Manager Total Amount

1

I

t

a

z

I

a

a

I lndeRendent Directors

lFee for attending board /committee meetings

Commission

Others, please specify

Total (1)

Other Non-Executive Directors

Fee for attending board /committee meetings

Commission

Others, please specify

Total(2)

Total (B)=(1 +2)

Total Managerial Remuneration

Overall Ceiling as per ihe Act

:.

:ffective Capital falls in the slabs of negative'rr less than 5 crore .

j

225000'I

30.00 Lakhs

23

MEWAT'mNc umfuno

I. .PENALTIES / PUNISFIMENT / COMPOUNDING OF OFFENCES:

sl.NO

(a)

L(b)

2:.

tt.

4.

Particulars of Remuneration : ., "

KeyMartqgerlal Pgrsonnelt

, ',,,.t,':''Gross salary' ,

'

Salary as per,provision contained insection t Z(J) of the Inpome-tax Act, 1961

:

Value oJ pdrquisites,u/s 17(p) Income-taxAct, 1961 'Profit in lieu pf salary undersection 17(3) lncome-taxAct, 1961

Stock Option.. 1

SweatEquit , , : : '

:..: . ' . ' 'l .

'." ' . l

Commission

fraot,nre-li!.,', :. '. ,

Cthers,specify,...: i,' :

Jthers, pleasb specify

l'otal

cEo CompanvSecretarv cFo

75000

75000

75000

-:_-

75000

TYpe Section of theGompaniesAcl

Brief Oescriplion Details of Penalgl

. PunishmenU Compoundiirgfees lmpgsed

Authorig[R9

' NCLYI

, Gourt t

Appeal made.

lfany'{give Setails)

q.

3.

).

COI,IPANY ,, ',PenaltV.. , '

Punishme-nt

Compourtding , :

DTRECTOR,S .

penaflv. ,. ,, , ,

iPunishment I ', '

compouhdingl

ornenroFlcrnsIN DEFAULT

.

Pgnattv ,

Punishment

'Compounding

I

--..

-:_

-:-

?i

MEWAT ZINC LIMITED

1,"

THE MEMBERS OFMEWAT ZINC LIMITED

Reoort on the Financial Statements

we have audited the accompanying financial statements of MEWAT zlNc LIIVITED (,,the company,,), which comprise the Balancef,:Tfffi:::Jliy"Tll;i',,1fu[::li"Jl#;;;;:ml"L:,;*1"'bliriir"ii;ii"i;'L;ii"iti"i1i,,o"" ended, and a summary or

The company's Board of Directors is responsible for the matters stated '1!."?!gl ]

*(5) of the companies Act, 2013 (the Act) withrespect to the preparation qf these financial statemenis itriigiu" ;'tirie'"no fair view oif,e tinanciat position, financial performanceartd cash flows or the companv'in accordanc" y,itt' tlre 3$."iid il;":e6;;";;;il; ",""#,lil

in India, incrudins the AccounrinsStandards specified under section 133 of the Act, read with irr" 7irir,"'complnies tnh"r'tlj n, n"s,2014.This responsibirity arsoincludes maintenance of adequate accounting ie.ooro.s in accordan-c! *itn rr," pi"v[i;;;;;il;A;t ror safeguarding of the assers ofthe companv and ror qlgventip and detecriis,frquds "no

oir';i ii;"lri"titiuri;"r";ii;; ;";;ilrication of approfriate accountingpolicies; making judgments and estimates that a]re.rbasonabb "nJ

prqrie.nt; and desig4, irpf"r",itltion and maintenance of adequateinternal financial controls, that were operating g1*t*if r."r;;J;"g ilr accuracy and completeness of the accounting records,fr,|S#?*""1f#:ir],*:,:11"1,.":?:',?::.";r n" lri"iici"r J"ie;;il ir,ai si"" I i;;;;il"d; view and u,." ri*" rio,i r'aterial

Auditor's Responsibiiity

our responsibility is to expres$ an oiinion on these standalone financial slaternents based on ou, auoit.we have taken into account the provisions of theAct, the accounting and auditing standards u"o ,n"r,"o which are required to beincluded in the audit report undei the provisioni ot tne nci il6;]i;t;; made thereunder.we conducted our audit in accordance with the Standards on Auditing specified under section 140(10) of the Act. Those standards;"H':tli?|H::i:'j1"1i,j"",*'fiJ:,X1L:fl,ljtil#il?;;;J F'to#" ilu

",oiti" o-nt":i ,""""*or" assurance about whether the

An audit involves performing procedures to obtain audit:yid"t.: about the amounts and the disclosures in the financial statements.The procedures selecled depend on the auditoi'";uogr"nl;ilcrroirg'i;" assessment of, the risks of materiar misstatement of thefinancial statements, whether oue to liauo-or er-ror.,r1 r!1ri"o ilr"* ri"i "rr;;;il;, il;'"riitoi"onriaers internar financiar controrrelevant to the company's preparation ol the financiat"l"tgrinrs *'"iiiu!'" tru" u"di;;;;;lri", to design audit procedures thatare appropriate in the circumstances. An audit also.ingl,udls "*f

r"lN"g th" appr,opriaiener" oiti" ur"ounting,policies used and thereasonableness of the accounting estimates maoe uy the b;pa;t;.'bir".torr, as welr as evatuaiing the overdt presentation of thefinancial statements. - -

H::i:?"",1HilL:$:!|tfJl!!.nce we have obtained is surricient and appropriare to provide a basis ror our audit opinion on rhe

Opinion

1' During the year the company has sold its plant andmachinery which was not in use for more than 12 years. These assets wereHiillf: :i,l';ru:l?f,l ,,Jfl'li:l ;i ff,#ffir,",*lh !t#, t##;;;;;;#;;#iool*n rrom shareh'rddr by specia,

In our gpinion and to thebest of our information:l9 "".rgr.ding

to the explanations given to us, except above point the aforesaidfinancial statements give the intormation,ieqri*j:-qy tngnc;i in'tni'r"nnoio requireoino give iirJe and fair view in bonformiry withthe accounting principles generallv acieptei in rnoi6, oiir';'"i;i;;;;irj "r

n" company as at 31st March, 2015, and irs profit/rossand its cash flows for the year ended on that date.Emphasis of Matters

we draw attention'to the following matters in. the Notes to the financial statements:a) Note 11 to the financial statements whioh, descrrb-e1.1ng 1.rgn"r,ri";;;;,g the outcome of rhe pendins payment of ListinsFees of stock exchalges namelv ase ltd., c;t"rtt.sto.r E";;;;;: ;"thi, Jaipur & Ahmedabad stock Exchanses are now non__operational and de-recognised.

b) Note 16(a) to the financial statements wn,tn, *-::r]fgs the uncertainty retated to.the outcome of the pending case of lrAT for the,

flt^"f'nt'ng Year 1995'1996 & 1996 -1997; burrent demand is nii. olpartment has filed the appear against the order of crr in

c) N.ote 16(b) to the financial statements which, describes the uncertainty relating to outcome of Libility of M/s perutech servioesLimited for Rs 15 lacs and interest thereon, ii any.

s*

25 r6{

MEWAT ZINC LIMITED

As required by Section 143 (3) of the Act, we report that:

(a) As required by The Companies (Auditor's Report) Order, 2015 ("the Order') issued by the, Central Government (MlNlSTRy OFCORPORATEAFFAIRS) of lndia in terms of sub-section (11) of section 143 of the Companies Act, 2013, wd give in the Annexurea statement on fihe matters specified in paragraph 3 & 4 of the order. I'

(b) ye have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessaryfor the purposes of our audit.

(c) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from ourexamination of those books

(d) The Balance Sheet, the Statement of Prolit and Loss, and the Cash Flow Statement dealt with by this Report are in agreementwith the books of account

(e) ln our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133of the Act, read with Rule 7 of the Cornpanies (Accounts) Rules, 2014.

(0 The going concern matter described in sub-paragraph (b) under the Emphasis of Matlers paragraph above, in our opinion, mayhaveanadVerseelfeclonthefunctioningoftheCompany.

(S) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board ofDirectors, none ol the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

(h) With respect to ihe adequacy of the internal financial controls over financial reporting of the Company and the operating effectivenessof such controls, refer to our separate Report in "Annexure A".

.

(i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit an'dAuditors) Rules, 2014, in our opinion and tothe best of our 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 - Refer Note16 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any malerial foreseeableIosses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection,Fundby the Cornpany {or, following are the instances of delay in transferring amounts, required to be transferred, to the InvestorEducation and Protection Fund by the Company or there were no.amounts which were required lo be transferred to theInvestor Education and Protection Fund by the Companyl0].

For Manish Rustagi & AssociatesChartered Accountants

(Firm's Registration No. 018521N)

Manish Rustagi

Place : New Delhi '

Ddte : 2710512015

26

(iii)

!:..; i; '::

MEWAT ZINC LIMITfrD

) ANNEXURE TOTHEAUDITORS REPORT(Referred to Paragraph a of our Report of even date)(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situalion of fixedassets;

, (b) ].T:"-l'::d,assets have.been physically verified by the management at reasonable intervals; no material discrepancieswere noticed on such verification:

(ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management;

the size of the company qnd the nature of its business.

(c) The Company is maintaining proper records ot inventory and no material discrepancies were noticed on physical verification;Tieicompany has not granted:any loans, secured.or unsecured to companies, firms or other partles" covered in the register

i'fliaintained under section 189.oJ,lhe Companies Act.

(a) whether receipt of the principal amount and interest are also regular; and (N.A.)

{b) ilgu-"loue amount is more than rupees one lakh, whether reasonable steps have been taken by the compahy for recovery ofi the principaland interesg,(N.A.) :

There is an adequate internal cbntrol system commensurate with the size of the company and the nature of its business, for thepurchase of inventory.and fixed assets and for the sale of goods and services. W'hether tnere ls-ni-la]lr;;;ili,lit'ija,o,weaknesses in internal control system. rv vv"vv! "rs.

The Company has not accepted deposits.

Maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 14g of theCompanies Act;

(vii) (a) The company is regular in depositing undisputed statutory dues including provident fund, employees,state insurance, income-'tax, sales-tax, wealth tax, service tax, duty of customs, duty of excisei"rrr" "JJ"o

t"'icess and any other statutory.oues

. for a period of more than six months from the date they beime payable.

(b) in case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or' cfs: have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pendingshall be mentioned. (N.A.) v'vuurv 'e I

(c) No amount is required to be transferred to investor education and protection fund in accordance with the relevant provisionsof the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii) The accumulated losses at the end of the financial year are less than fifty per cent of its net worth and it has incurred Depreciation' losses in such financiar year and in the immediateiy preceding f inanciar year; ' q'u rr "qD " 'vur r vu uvpr t

':(ix) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders:(x); The company has not given any guarantee for loans taken by others from bank or financial institutions;(xi) No term loans to the Company;

(xii) No fraud on or by the company has been noticed or reported during the year;

. For Manish Rustagi & Associates

. Chartered Accountants

r (Firm's Registration No.0iB521N)

New Delhi27105/2015

Manish Rustagi(Proprietor)

(Membership No. 09961 1 )

.: r.

(iv)t

(v)).'

(vi)

Flace :

Date :

27 t63

MEWAT ZINC LIMITED

Balance Sheet as at 31"t. March, 2015 (Amount in Rs.)

Particulars Note No. Figures as at Figures as atthe end of current the end of the orevious

reporting period reporting period2.1 ne tn{ E

(1) Share Holders Fundsa) Share Capitalb) Reserve & Surplusc) Money received against share warrants

(2) Share application money pending allotment(3) Non-current liabifities ,

a) Long-termborrowingsb) Deferred tax liabilities (Net) lllc) Otherl-ong term liabilitiesd) long-termprovisions

(4) CurrentLiabilities

I

tl40,000,000(5,308,390)

2i454,20O

801,221

37,995,436

43,280

27,578,9555,760,5004,612,701

37,995,436

39,580,000(4,870,65'g)

605,446

35,591 ,138

-3,109,817

31 ,1 55,9701 ,145,000

180,35'1)-

35,591 ,1 38

48,395 276,350

ll.

(1)

a) Short-termborrowingsb) Trade payablesc) other current liabilitiesd) Short-term provisions

TOTAL

ASSETSNon-current asseti(a) Fixed Assets(i) Tangiable assets(ii), Intangiable assets(iii) Capital work-in-progress(iv) Intangible assets under developmentb) Non-currentinvestmentsc) Deferred tax assets (net)d) Long term laons and advacnese) Other non-current assets

(2) Current assetsa) Current investmentb) lnventoriesc) Trade receivablesd) Cash and cash equivalentse) Short-term loans and advancesf) Other current assets

TOTAL \Notes to Accounts and Accounting Policies XV

Notes l to XV forming part of Balance Sheet and Profit and Loss Acoountr

IV

V

VI

vtlvillIX

For Manish Rustagi & AssociatesChartered Accountants(Firm Regn. No.: OteSZttt; ',

(Manish Rustagi).ProprietorMembership No.099611

Place : New DelhiDate : 2710512015

(Varsha Joshi)Cornpany Secretary

M. No.:35141

. (J. P. Gupta) (Neena cupta)Chairman & Managing Director, Director & CFO

DIN:00253529 DIN:00253592

28

MEWAT ZINC LIMITED

Statement of Profit and Loss for the year ended 31"t March, 2O1S (Amount in Rs.)

Particulars Note No. Figures as at.the end of current

reporting period31.03.2015

Figures as atthe end of the plevious

r-eporting period31.43.2014

l. Revenue from operations

ll. Other Income

lll. Total Revenue (l+ll)

lV. Expenses:

Cost of materail consumed

. Purchase of Stock-in -Trade

Changes in inventories of finished goods

work-in-progress and Stock-in-Trade

Employee benefits expense

Finance costs

Deprication and amortization expense

Other expenses

Total Expenses

V. Profit before exceptional andextraoridnary items and tax (lll-lV)

Vl. Exceptional items

Vll. Profit before extraordinary items and tax (V-Vl)

Vl I l. Extraordinary items

lX. Profit before tax (Vll-Vlll)

X. Tax Expense:

(1) Current tax

(2). Deferred tax

Xl. Profit(loss) for the period from

continuing operations (Vll-Vlll)

Xll. Profit(loss) from discontinuing operations

Xlll. Tax expense of discontinuing operations

XlV. Profit (Loss) from discontinuingoperations (after tax) (Xl+XlV)

XV. Pro{it(loss) for the period (Xl+XlV)

XVl. Earning per equity share:(1) Basic

(2) Diluted

Notes to Accounts and Accounting Policies

X

XI

13,127,50O

13,777

13,141,277

,08,729,200

3,577,015

464,500

'o749,114

247,369

13,767,198

(625,921)

r..,0

(625,921)

0

(625,921).

39,756

(227,955)

(437,722)

0

0

0

(437,722)

-0.11

-0.11

1,520,000

59.1 ,500

2,1 11 ,500

1,.,0

19,500,000

(18,605,000)

385,200

0

748,775

226,608

2,255,583

(144,083)

0'(144,083)

0

' (144,083)

3,900

(44,522)

(103,461)

0

0

,0(103,461)

-0.03

-0.03

xtlxill

XIV

Notes I to XV forming part of Balance Sheet and Profit and Loss Account.

For Manish Rustagi & AssociatesChartered Accountants(Firm Regn. No.: 01852'lN)

(Manish Rustagi),ProprietorMembership No.'099611

Place : New DelhiDate : 271Q5/2015

(Varsha Joshi)Company Secretary

M. No.:35141

(J. P. Gupta)Chairman & Managing Director

DIN: 00253529

(Neena Gupta)Director.& CFODIN: 00253592

I'

29 t65

MEWAT ZINC LIMITED

Cash Flow Statement for the Year Ended on 31"t March 2014

For the year endedon 31-03-2015

For the year endedon 31-03-2014

A) Cash Flow from Operating Activities

Net Profit /(Loss) after current tax

Adjustments For:

Depreciation

Profit on Sate of Shares ,

Profit on Sale of Fixed Assets

Operating profit/(loss) Before WorkingCapital Changes.

Adjustment For:Trade and other Receivables

lnventories

Trade Payables

Cash used in operation

Net Cash used in operating activity

Cash Flow from tnvesting Activities

Purchase of Fixed Assets

Sale of Fixed Assets

Sale of Investment in Shares

Advance for Capital Goods

Net Oash used in Investing Activities

Cash Flow lrom Financing Activities

Proceeds from issue of Share Capital

Secured Loan Received

Qapital ReserVe

Miscellaneous Expenditure

' Dividend Paid

Net Cash from Financing Activity

Net Increase/Decrease in Cash Equivalent

Cash and Cash equivalent as on 31.03.2014(Opening Balance)

Cash and Cash equivalent as on 31.03.2015(Closing Balance)

B)

c)

(665,677)

749,114

(13,777)

79,660

(4,61s,500)

3,577,015

2,649,975

1 ,611 ,490

1 ,691,150

(33,800)

2,365,000

0

2,331,200

420,000

420,000

4,432,350

180,351

l

4,612,701

(147,983)

748,775

(5e1,500)

a 2q2

604,660

(18,605,000)

46,978

(17,953,362)

(17,944,070)

0rn.U

16,441,500

16,441,500

(1,502,570)

1,682,921

180,351

Note : Figure in brackets represent cash outflow

For Manish Rustagi & AssociatesChartered Accolntants,(Firm Regn. No.: 018521 N) .

(Manish Rustagi)ProprietorMembership No. 099611

Place : New DelhiDate : 271Q512015

(J. P. Gupta) (Neena Gupta)Chairman & Managing Director Director & CFO

DIN:00253529 DIN:00253592

(Varsha Joshi)Company Secretary

M: No.:35141

30

.MEWAT ZINC LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31.2015Particulars As at 31.03.2015 As at 31 .03.2014

Note : I

Share Capital

Authorised

50,00,000 Equity Shares of Rs.10/- eachlssued40,00,000 Equity Shares of Rs.10/- each

Subscribed and paid up40,00,000 Equity Shares of Rs.10/- each

84,000 Equity Shares of Rs.10/- each (Rs.S/- paid up)

Amounts

50,000,000

40,000,000

40,000,000

0

40,000,000

Amounts (Rs

50,000,000

40,000,000

39,160,000

42Q,000

39,580,000

2014-2015 2013-2014

At the beginningEquity Shares of Rs.10/- each fully paid-up

Equity Shares of Rs.10/. each (Rs.Sf paid up)

Shares issued during the year

Al the endEquity Shares of Rs.10/- each fully paid-up

Details of Shareholders holding more lhan 5% Shares

Equity Shares of Rs.10/- each fully paid-upJ.P. Gupta HUF

Jai Prakash Gupta

391 6000

84000

Nit

4000000

2602230

273500

3,91,60,000

4,20,000

4,00,00,000

Va age

6.84

391 6000" 84000

Nil

391 6000

No.

26Q2230

273500

3,91,60,000

4,20,000

3,91,60,000

ol" dge

65.05

6.84

Note: llReserve & SurplusCapital ReserveProfit & Loss AccountOpening BalanceDuring the year

Total

Gross Total

Note : lllDeferred Tax ReserveOpening BalanceDuring the yearl

Total

Note : lVTrade PayableLess than 6 monthsOthers i

Total

Nole: V

1,500,000

(6,370,658)(437,722)

(6,808,380)

(5,308,380)

276,350(227,s55)

48,395

2,454,2000

2,454,200

A4A OA5

29,50010,000

75,000:0}ri,rr1

1,500,000

(6,267,197)(103,461)

(6,370,658)

(4,870,6s8)

320,872(44,522)

276,350

528,70619,50020,000

3,900

33,340

605,446

r61

00

ShOrt Term ProvisionListing Fees PayableProvision for Audit FeesProvision for Secretarial FeesProvision for Income TaxDirector Rem. payableExp Payable

Total

31

MEWAT ZINC LIMITED

Nole :Vluross Hlocr Depreciation Net Bl0cK

Particulars . Ason31.3.2014

Addition Sale /W. off

As on

31.3.2015

As on

313.2AMDuring

the vear

Written off As on

3't.3.2015

As on

31.3.2015

As on.313.24M

.Land

Factory Building

Plant & Machinery

Generator

Air Conditioner

Eleciric Equipment

Furniture & Fixture

Bicycle

Fans

Aqua Guard

u0mpuler

200000

.367500012773842

loc/o

90139

81 697

1 0040

1762

63{0.181160 33800

200000

3675000

12773842

1 6576

81697

1 0040

7177

3762

6340

181160

901 39

33800

2366979

1 1 1 96490

1 5983

71244

81 697

1 0040

7377

3498

4091

laaaFa

129425

606757

593

8563

0

0

0

179

302??oq

1 1 78596

970595

B5

1947

3675000

12773842

1 6576

75767

81 697

1 0040aaaT

3762

6340

1B2052

4fi'17)

JZVUO

200000

i 308021

1577352

60?

I 8935

0

0

0

264

2249

2403

Current Year 1 7045933 33800 1 6955794 1 23939 13936116 749114 2151223 1 6836453 43280 31 0981 7

Previous Year 1 7045933 0 0 17045933', 1 31 8734 1 748775 U 1 3S361 1 0 3109B1 7 3958592

Particulars

Note :Vlllnventory(Vdlued and certified by the management)

Finished Goods

Raw Material

Total

Note r VlilSundry Debtors(Unsecured, Considered good)over six months

others

Total

Note: lXCastr A g'anf BalancesCash at Bank

Cash in Hand

(Balance with Bank are with schedule Bank in Current Account)

As at 31 .03.2015

27,578,955

0

27,578,955

0

5,760,500

5,760,500

4,588,47724 224

4,612,701

As at 31 .03.2014

31 ,155,970

0

-

31,155,970

0

1 ,145,000't

,1 45,000

177,371

2,980

180,351

articulars for the yearended on 31.3.2015

Ambunts (Rs.)

for the yearended on 31 .3.2014

Amounts (Rs.)

Note : XSales(Sales of Textile ltems)

Note : XlMisc Income

Profit on Sale of Fixed Assets

Proiit on Sale of lnvestment

Total

13,127,590

,0'13,777

"0

13,777

1,520,000

(ol (nn

tol qnn

32

MEWAT ZINC LIMITED

Particulars for the yearended on 31.3.201 5

Amounts (Rs.)

for the yearended on 31 .3.2014

Amounts (Rs.)

Note : XllChanges in inventories of finished goodswork-in-progress and Stock-in-Trade

Opening Stock

Less Closing Stock

Note : XlllEmployee Benef it ExpensesSalary

Flemuneration to Directors

Note : XIVBank Charges

Listing Fees

Fees, Subscription & Publication

Legal & Professional Charges

Postage

Printing & Stalionary

conveyance Exp

Remuneration to auditors

Secretarial Fees

Misc Exp.

31,155,970

27,578,955

3,577,015

239,500

225,0A0

464,500

12,550,970

. 31,155,970

G,.oosilool

235,200

150,000

385,200

ot/46,164

21,840

20,000

31,285

12 4F.2

12,000

19,500

10,000

41 7qn

l6e

118

118,259

20,618

o

4,285

9,962

12,000

29,500

10,000

42,727

247,369 226,608

'Note:XVNOTES TO ACCOUNTS & ACCOUNTING POLICIES FOR THE YEAR ENDED 31.03.20151) SignificantAccounting Policies:

' The accounts have been prepared primarily on the Historical Cost Convention

' Fixed Assets are shown at cost less depreciation. Cost comprises the purchase price and other attributable expenses.o During the year Depreciation on fixed assets has been provided on straight line method in the manner specified in schedule

ll of the CompaniesAct, 2013. Upto last year Depreciation on fixed assets has been provided on straight line method in lhemanner specified in schedule XIV of the Companies Act, 1g56.

' Trading goods (lnventories) are valued at cost or market price whichever is less.

' The Cofrpany does not have any employee for more than five years except Director. And Director do not want retirementbenefit. Therefore, no provision for retirement benefit has been made as required under AS - 15.

o No Provision for cbntingent liability. lt will be provided on payment Basis

' Accounts have been prepared on the basis of accepted Accounting Standards except mentioned above.2) Managerial Remuneration under section 197 of the Companies Act, 2013. (Amounts in Rs.)

(a) Salary to Director(b) Other benefits

3) Payments to auditors:

(a) Audit Fees(b) Tax Audit Fees(c) Out of Pocket Expenses

(4) Expenses and earning in foreign currency: Nil

(5) capital Reserve includes matured lnter corporate deposit aggregating Rs.15 Lakh

2014-2015

225,0000

19,50010,000

2013-2014

99,00051,000

19,50:

33

MEWAT ZINC LIMITED

(6) The Company during the year dispose off iis old, outdated and not in working condition Plant & Mactrinery including land, building and

electrical fittings as per shareholders consent by way of special resolu'tion under section t 9o(] Xq) of the companies Act, 201 3 through

the process oiposfi niffoi iini" there were lying idle foi more than 12 years and technologically outdated.

(7) The Company has received pending allotment money during this year'

(S) The confirmation from parties, short term provision and trade receivables is yet to be received.

(9) Earning Per share zo14-201s 201g-2014

Basic :

Net Profit alter deferred Tax

Weighed average No. of fullYpaid-up Equity Shares

outstanding During the Year

Earning Per Share

Diluted :

trlet Profit after Deferred tax

Weighted average No. of fullYpaid-up Equity Shares

Outstanding During the Year

Earning Per Share

10) The company operates in single segment from one place'

11) The company has not paid listing fees to BSE Limited, Calcutta. Delhi, Jaipur & Ahmedabad Stock Exchanges are now non-'

operational and derecognised.

12) List of related parties as on g1 .03.2015 i . Mr. J.P. Gupta (chairman & Managing Director)

2. Ms. Neena GuPta (Director & CFO)

13) Transactions with Related Parties l. Hemuneration ol Rs"1500001 paid to Mr. J.P. Gupta

2. Remuneration of Rs.750001 paid to Ms. Neena Gupta

14) Previous year figures have been regrouped wherever necessary'

15) Miscellaneous Expenditure includes Annual General Meeting Expenses.

1 6) Contingent Liabilities:(a) pendinq Case in ITAT ior Accounting Year 1995-96 & 1996-97. Current Demand is Nil. Department has filed the Appeal

ioainst the Order of CIT in ITAT.

(b) Liability of M/s. perutek Services Limited for Rs.15 Lacs and Interest thereon, if any.

17) Quantitative Details of Sales and Purchases

*Notes : Other items includes Woollen & Textiles Fabric"The items are numerous'

Notes I to XV forming part of Balance'sheet and statement of Prolit and Loss

(4,37,722)

40,00,000(0.1 1 )

(4,37,722)

40,00,000(0.11)

(1,03,461)

39,58,000(0.03)

(1 ,03,461)

39,58,000(0.03)

\)

<l

Opening StockGoldOther ltems

SareOther ltems ,

PurchasesGoldOlher ltems

Closing StockGoldOihor ltems

YEAR ENDED 31-03-2015 YEAR ENDED 31-03 2014

Unit Quantitv Value(Rs.) Unit Quantity Value(Bs.)

KgNo

No

KgNo

KgNo

9.75248.00

1661 .00

1 760

9.7524A.OO

29,300,000.001,855,970^00

1,31,27,500.00

i__

87,29,200.00

2,55,88,875.0019.90.080.00

KgNo

No

KgNo

KgNo

3.25373.00

125.00

6.50Nil

9.75248.4O

9,800,000.002,750,970.00

1,520,000.00

19,500,000.00Nil

29,300,000.001.855,970.00

ln terms of our seParate of even date

For Manish Rustagi & AssociatesChartered Accountants(Firm Regn. No.: 018521N)

(Manish Rustagi)Propriet0rMembership No.099611

Place : New DelhiDate : 271A512015

(J. P. Gupta) {Neena 9uPig)Chairman & Managing Director Director & CFO

DIN: 00253529 DIN: 00253592

(Varsha Joshi)Company SecretarY

M. No.:35141

34

MEWAT ZINC LIMITED

Form No. MGT-11

MEWAT Ztf\$C !-tMtTHt)Regd.office: 1124, BANSI HOUSE, ASAFALT ROAD, NEW DELHI-110002

PROXY FCIRM[Pursuant to section 105(6) of the Companies Aet, 2a13 and rule 1g(3) of the Companies (Management and Administratian) frules, 201 4]

Name of the member (s) :

Registered Address:

E-Mailld:

Folio No./ Client ld:

DP ID:

l/We, being the member (s) holding .......... shares of the above named company, hereby appoint

1. Name: . Address:................

E-mail ld: Signature: or failing him2. Name: ........... ...j........ Address:

E-mailld:

3. Name: .....................:............:..................... Address:.......

E-mail ld: Signature: or faiting himas my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at lhe Zz"dAnnual general meeting of the company, tobe held on the Wednesday, the 8th July, 2015 at 9.00 A.M. at Indian Social Institute, 10, Institutlonirni"u, Lodi Road, New Dethi-110003and at any adjournment thereof in respect of such resolulions as are indicated below:

Item Description of Resolutiont\o_

1' To Consider and adopt the Audited Financial statements as at 31st March, 2015 and the Report of the Auditors,and Boardof Director's thereon.

2' To appoint a Director in place of Ms. Neena Gupta, who retires by rotation and being eiigible offers herself tor re-appointment"3' Batification of appointment of M/s. Manish Rustagi & Asssciates, Chartered Accountants and fixing their remr"ineration.4' Appointment of Mr. J.P. Gupta as Chairman and Managing Director for a term of 3 years.5' Appointment of Mr. L.M. Saxena as an lndependent Direclor for a term of 5 consecutive years.6' Appointment of Mr. Virender Goel as an Independent Director for a terrn of 5 consecutive years.7 ' Appointment of Mr. Vijay Khanna as an Independent Director for a term of 5 consecutive vears.

Si9ned1his.....................dayof......................................201S

Signature of Shareholder (s) . ......... . ............:.................

Signature o{ Proxy Holder (s)

NOTE: THIS FORM OF PROXY IN OBDER TO BE EFFECTIVE SHOULD BE DULY COMPLETED AND DEPOSITED AT THEREGISTERED OFFICE OF THE COMPANY, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

f7l

T

MEWAT ZINC LIMITED

MEWAr ZINC LINfiffgDResd'office: 1/24, BANS| HousE, ASAF ALr ROAD, NEW DELHr-110002

CIN:"127204D11 991 pLC046 1 20

E-mair:me*at.in"ffgo;:,1:_:r; j;.11"0:;l*n,_*atzinccom

ATTENDAhICE SLIP22nd Annual General Meeting - gth July, 2015

Reg. Folio/DP & Client No. No .of Shares Held:

Proxy's Name : Member's/ Proxy's Signature

NorE: 1 . Please tiil this attencrance srip and hand it over at the entrance of the Hail.2' MembersiProxy HoldervAuthorised Representatives are requested to show their photo lD proof for attending the Meeting' 3' Authorized Representatives of corporate Member(s) shalt produce proper authorization issued in tii"i,,";;;;.

"

I certify that I am a Registered shareholder/Proxy for the Registered shareho.lder of the company. I hereby record my presence ar tnefl??,i,#tli;g:y:i STj:tffi'Jii,:;TffiJi*_,* n;i,mgy",,ns"fi'i,;,,.,iis""i6lii;'o, "i rnoiln s6#iN,iii,t_, ro,

Member's Name :

I ., ----T^-_*a, \\b.

t13

REGISTERED/COURIffiffi

lf lJndelivered, Please return to:

MEWAT ztllc utmiteoRegd.O{fice: 1,/24, BANSI HOUSE'

ASAF.ALI ROAD, NTW DELHI'11OOO2