rose zinc ltd iwd 220915 - bombay stock exchange...rose zinc limited 505-508 s.m.lodha complex,...

ROSE ZINC LIMITED

TWENTY TWENTY TWENTY TWENTY FOFOFOFOUUUURTHRTHRTHRTH

ANNUAL REPORT ANNUAL REPORT ANNUAL REPORT ANNUAL REPORT

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ROSE ZINC LIMITED ROSE ZINC LIMITED ROSE ZINC LIMITED ROSE ZINC LIMITED

505505505505----508 S.M. LODHA COMPLEX,508 S.M. LODHA COMPLEX,508 S.M. LODHA COMPLEX,508 S.M. LODHA COMPLEX,

OPP. SHASTRI CIRCLE POST OFFICEOPP. SHASTRI CIRCLE POST OFFICEOPP. SHASTRI CIRCLE POST OFFICEOPP. SHASTRI CIRCLE POST OFFICE

UDAIPUR UDAIPUR UDAIPUR UDAIPUR –––– 313 001 (RAJASTHAN)313 001 (RAJASTHAN)313 001 (RAJASTHAN)313 001 (RAJASTHAN)

ROSE ZINC LIMITED

BOARD OF DIRECTORS Shri Ashok Kumar Mehta, Managing Director

Shri Anil Vyas, Independent Director

Shri Amool Dave, Independent Director

BANKERS State Bank of India AUDITORS M/s Dhakar & Associates, Chartered Accountants 73 Bhupalpura, Road No. A, Udaipur (Raj.)

REGISTERED OFFICE:

CONTENTS

PAGE NO.

505 – 508 S.M. Lodha Complex, Opp. Shastri Circle Post Office, UDAIPUR – 313 001 (RAJ.) WORKS: Tulsi Das Ji Ki Sarai, Air Port Road, Post Gudli, UDAIPUR (RAJ.)

1. Notice 2. Directors’ Report 3. Management Discussions and Analysis Report. 4. Corporate Governance Report 5. Auditors’ Report 6. Balance Sheet 7. Statement of Profit & Loss 8. Cash Flow Statement 9. Notes on Accounts 10. Proxy Form

ROSE ZINC LIMITED

505-508 S.M.Lodha Complex, Opp.Shastri Circle Post Office, UDAIPUR – 313001.

Tel No. 0294-2411249, Fax No. 0294-2411249 Website : www.rosezinc.net, E-mail : [email protected]

CIN No. L2720RJ1990PLC005692

NOTICE

NOTIE is hereby given that the Twenty Fourth Annual General Meeting of the Members of ROSE ZINC

LIMITED will be held at 505-508 S.M. Lodha Complex, Opp. Shastri Circle Post Office, Udaipur on

Tuesday, the 30thth

Day of September, 2014 at 11.30 A.M. to transact the following business:-

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Financial Statements of accounts of the Company for

the year ended 31st March, 2014 together with reports of the Directors and Auditors thereon.

2. To appoint Director in place of Shri Amool Dave (DIN: 06615313), who retires by rotation and

being eligible offer himself for re-appointment.

3. To appoint Dhakar & Associates, the retiring Auditors to hold office from the conclusion of this

Annual General Meeting until the conclusion of the Annual General Meeting of the company to

be held for financial year 2016-17 (subject to ratification of their appointment by the members

in every Annual General Meeting ) and to authorize the Board to fix their remuneration.

By Order of the Board of Directors,

For Rose Zinc Limited.

(Ashok Kumar Mehta)

Managing Director

Place: Udaipur

Date: 5th

Sept.,2014

NOTES 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to

attend and vote instead of himself/herself and the proxy need not be a member of the Company.

2. The Proxy in order to be effective must be deposited at the Registered Office of the

Company not less than 48 hours before the commencement of the Meeting. 3. The Register of Members and the Share Transfer Books of the Company will remain

closed from 29th Sept., 2014 to 30th Sept., 2014 (Both days inclusive). 4. Documents relating to any of the items mentioned in the Notice are open for inspection

at the Registered Office of the Company on any working day during business hours. 5. Members are requested to intimate the change, if any, in their registered address

immediately.

ROSE ZINC LIMITED

DIRECTORS’ REPORT To, The Members, Your Directors have great pleasure in presenting the 24th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014. 1. FINANCIAL PERFORMANCE

Particulars Year Ended on 31.03.2014

(Rs. In Lacs)

Year Ended on 31.03.2013

(Rs. In Lacs) Turnover - - Other Income - 185.90 Profit/(Loss) Before Dep., Preliminary Exp. W/off & Financial Charges

(3.28) 72.52

Financial Charges 5.81 10.75 Profit/(Loss) before Dep. & Preliminary Exp. (9.09) Depreciation 0.46 0.19 Preliminary Exp. W/off - - Profit/(Loss) Before Tax (9.55) 61.58 Income Tax and F.B.T - - Deferred Tax - 114.92 Profit /(Loss) after Tax (9.55) 176.50

Due to decrease in total sales volume, steep fall in the sales prices, adverse foreign exchange fluctuation, revision in the wages coupled with labour unrest, substantial high price of imported raw material in previous few years and also changes taken place regarding import rules of raw material company could not generate sufficient funds to run manufacturing activities, hence company’s management has discontinue all the manufacturing activities.

2. DIVIDEND Your directors consider it prudent not to recommend any dividend on the equity shares

of the company due to losses. 3. DIRECTORS

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

4. LISTING OF SECURITIES.

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

5. DIRECTOR’S RESPONSIBILITY STATEMENT

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

ROSE ZINC LIMITED

i) That in preparation of annual accounts, the applicable accounting standards have

been followed by your company along with proper explanation relating to material departures, if any.

ii) that the Directors have selected such accounting policies and applied them

consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company for that period.

iii) that the Directors have taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

6. AUDITORS

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

7. AUDITOR’S REPORT

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

8. ENVIRONMENT Your company has discontinued all the manufacturing activities and dismantled Plant & Machinery, therefore pollution control besides health and safety measures are not required.

9. MAINTENANCE OF COST RECORDS

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

10. CORPORATE GOVERNANCE In compliance with clause 49 of Listing Agreement with the Stock Exchange, the

management discussion and analysis report, a Corporate Governance Report, and a certificate regarding compliance of the conditions of Corporate Governance are made part of the Annual Report.

ROSE ZINC LIMITED

11. HUMAN RESOURCES & INDUSTRIAL RELATIONS The human resource development functions of the company is guided by a strong set of values and policies and plays a pivotal role in maintaining company’s strength across all activity centers. The company maintains healthy, cordial and harmonious industrial relations at all levels. Resulted in peaceful settlement of dues of all employees etc.

12. PARTICULARS OF EMPLOYEES

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

13. PUBLIC DEPOSIT

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

14. COMPLIANCE OF COMPANY LAW MATTERS

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

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

16. FOREIGN EXCHANGE EARNING & OUT GO

a. Earnings Rs. Nil b. Out go Rs. Nil

17. ACKNOWLEDGMENT

The Board wishes to place on records its sincere appreciation for the continued assistance and support extended to the company by the customers, bankers and vendors, Government authorities and employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors, Place: Udaipur (Ashok Kumar Mehta) (Anil Vyas) Dated: 5th Sept.,2014 Managing Director Director

ROSE ZINC LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS REPORT INDUSTRY STRUCTURE AND DEVELOPMENTS Company operates in the field of zinc, brass and zinc sulphate and its manufacturing unit was located at Udaipur. Due to increase in overall cost of production and coupled with labour unrest, company could not generate sufficient funds to run manufacturing and other business activities, hence company has discontinued all business activities and dismantled major portion of Plant and Machineries. OPPORTUNITIES, THREATS AND OUTLOOK Fuel and Sulphuric Acid prices continuous to be a big area of concern as these are widely used in the manufacturing, which have direct impact on total cost. Apart from this, due to decrease in total sales volume, steep fall in the sales prices, adverse foreign exchange fluctuation, revision in the wages coupled with substantially high price of imported raw material and also changes taken place regarding import rules of raw material company, could not generate sufficient funds to run manufacturing activities, hence company’s management has closed its unit and settled matter with Labours and their union peacefully PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE Company has not carried-out any operational activities during the year. INTERNAL CONTROL SYSTEM AND ADEQUACY The company has an adequate system of internal control system commensurate with its size and the nature of its business. Sound financial and commercial practices continued to be an integral part of the Company.

ROSE ZINC LIMITED

CORPORATE GOVERNANCE REPORT

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE The philosophy of the Company on corporate governance envisages the attainment of the

highest level of transparency, accountability, trusteeship, integrity and equity in all the areas of its operations. Your company considers good corporate governance a pre-requisite for meeting the needs and aspirations of its shareholders. Company is committed to good corporate governance. The fundamental objective of the Company is enhancement of shareholder value, whilst taking into account the interest of all other stakeholders for wealth creation. Your company has made substantial disclosures before the Board, Board Committees as also on the financial and stock performance.

2. BOARD OF DIRECTORS.

The Board of Directors is comprised of 3 Directors of which one is executive and two are non-executive independent Director. Your Board of Directors ensures legal and ethical code of conduct and fair financial reporting. It holds itself accountable to the shareholders for the long term health of the company

S. No.

Name of Directors Designation Category of directorship

a. Shri Ashok Kumar Mehta Managing Director Executive b. Shri Anil Vyas Independent Director Non Executive c. Shri Amool Dave Independent Director Non Executive

As per law, Shri Amool Dave retire by rotation on the date of this Annual General Meeting and, being eligible, has offered himself for re-appointment. A brief profile is as follows:

Sr. no.

Name Age Qualification Experience Date of Appointment

1 Shri Amool Dave

44 years B.Com Worked as Manager (Marketing) in Public Limited Company

20.05.2013

3. Details of Board Meetings, attendance at Board Meetings and last AGM; and details of

Memberships in other Boards & Committees:

1 Details of Board Meetings The Board met 9 times during the year on 15.04.2013, 30.05.2013, 31.05.2013,

15.07.2013, 28.09.2013, 15.10.2013, 09.12.2013, 21.12.2013, 15.01.2014

ROSE ZINC LIMITED

2 Attendance and details of membership in other Board & Committees:

S. No

Name of Directors No. of Board

Meetings held

No. of Board

Meetings Attended

Whether Attended last AGM

Category of Directors

Director ship in other

Boards

Committee Member

a. Sh. Ashok Kumar Mehta

09 09 Yes Executive 1 1

b. Sh. Anil Vyas 09 08 Yes Independent non Executive

- 3

c. Sh. Amool Dave 09 08 Yes Independent non Executive

- 3

d. Shri Ranjeet Singh Saruparia *

09 04 Yes Independent non Executive

- 3

e. Shri Gheesu Lal Chandaliya *


- 3

f. Shri Naval Singh Khamesra *


- 3

g. Shri Chakrapani Goswami *


- 3

* Vacate the office of Director w.e.f. 09.12.2013. 4. AUDIT COMMITTEE

The Audit committee met 6 times during the year on dated 15.04.2013, 31.05.2013, 15.07.2013, 28.09.2013, 15.10.2013 and 15.01.2014. It consists of the following members. S.No Name Designation No. of meeting

attended

a. Shri Anil Vyas Chairman (Non executive and independent Director)

5

b. Shri Ashok Kumar Mehta Member 6 c. Shri Chakrapani Goswami * Member 4 d. Shri Gheesu Lal Chandaliya * Member 5 e. Shri Naval Singh Khamesra * Member 4 f. Shri Ranjeet Singh Saruparia * Member 4 g. Shri Amool Dave Member 5

* Vacate the office of Director w.e.f. 09.12.2013.

The scope of reference to the committee includes: • Review of audit with Statutory Auditors.

• Review of accounts with Management.

• Review of annual financial statements with Auditors and management before submission to the Board.

ROSE ZINC LIMITED

5. SHARE HOLDERS/INVESTORS GRIEVANCE COMMITTEE/TRANSFER COMMITTEE.

Share holders/Investors Grievance Committee consist of following members:

a. Shri Anil Vyas Chairman (Non-executive and independent Director) b. Shri Ranjeet Singh Saruparia * Member c. Shri Gheesu Lal Chandaliya * Member d. Shri Naval Singh Khamesra * Member e. Shri Ashok Kumar Mehta Member f. Shri Chakrapani Goswami * Member g. Shri Amool Dave Member


This committee facilitates prompt and effective redressal of shareholders complaints and to look into their grievances. The Board has empowered this committee to approve transfer of shares etc. All the complaints were resolved to the satisfaction of the shareholders/investors.

6. REMUNERATION COMMITTEE

The Remuneration Committee consisting of following members:-

a. Shri Anil Vyas Chairman (Non Executive and independent Director)

b. Shri Ashok Kumar Mehta Member b. Shri Chakrapani Goswami * Member c. Shri Ranjeet Singh Saruparia * Member d. Shri Gheesu Lal Chandaliya * Member e. Shri Naval Singh Khamesra * Member f. Shri Amool Dave Member


The details of remuneration of the managerial personnel for the year 2013-2014 are given in Note No. 1 (II) at Serial No. M. The sitting fee has been paid to directors for attending the committee meetings.

7. DIRECTORS.

Particulars about Directors who are retiring and are eligible for re-appointment have been given in the notice convening the Annual General Meeting.

ROSE ZINC LIMITED

8. GENERAL BODY MEETINGS

The last three Annual General Meetings:

Year & No. of Meeting

Date Time Venue

2010-2011 21th A.G.M

30.09.2011 11.30 AM Rose Zinc Limited, 505 – 508,S. M. Lodha Complex, Opp.Shastri Circle P.O., Udaipur (Raj.)

2011-2012 22st A.G.M

29.09.2012 11.30 AM - do -

2012-2013 23rd A.G.M

28.09.2013 11.30 AM - do -

9. POSTAL BALLOT:

During the year, the following resolutions were passed through postal ballot on 20th July, 2013 in

accordance with Section 192 (2) of the of Companies Act, 1956.

Item No. 1 The consent, authority and approval of the Company be and is hereby accorded to the Board to transfer, sell lease or otherwise dispose of land of the Company situated at Tulsidasji Ki Sarai, Airport Road, District Udaipur, Rajasthan, on such terms and conditions as may be decided by the Board of Directors.

Item No. 2 The consent, authority and approval of the Company be and is hereby accorded to

the Board to transfer, sell lease or otherwise dispose of office premises of the of the Company situated at S.M. Lodha Complex, Opp. Shastri Circle, Udaipur, Rajasthan, on such terms and conditions as may be decided by the Board of Directors.

Voting Pattern and Procedure for Postal Ballot:

1. The Board of Directors at its meeting held on 31.05.2013 had appointed Mr. Nitin Joshi, Practicing Company Secretaries, Mumbai, as Scrutinizer to receive and scrutinize the ballot forms received from the Members and for conducting the Postal Ballot process in a fair and transparent manner. The Postal Ballot Forms and the self addressed postage prepaid envelopes were also sent for use of Members. The shareholders were requested to return the postal ballot forms duly completed alongwith the assent (for) or dissent (against), so as to reach the scrutizer on or before 18th July, 2013.

2. After due scrutiny of all the postal ballot forms received by the scrutinizer up to the close

of working hours of 18th July, 2013 (being last date fixed for return of the Postal Ballot forms duly filled in by the Members), scrutinizer submitted his report as under:-

ROSE ZINC LIMITED

Item No.1: Ordinary Resolution for Sale of Land Pursuant To the Provisions Under Section 293(1)(a) of Companies Act 1956.

Sr. No.

Particulars No. of Postal Ballot Forms

No. of Shares

% Of total paid-up Equity Share Capital

1. Valid Postal Ballot Forms received

97 38,06,040 47.09%

2

(i)

(ii)

Net valid Postal Ballot Forms of which: Postal Ballot Form with assent for the resolution Postal Ballot Forms for dissent for the resolution

73 24

37,91,640 14,400

46.91% 0.18%

Item No.2: Ordinary Resolution for Sale of Office Premises Pursuant To the Provisions Under Section 293(1)(a) of Companies Act 1956.

Sr. No.

Particulars No. of Postal Ballot Forms

No. of Shares

% Of total paid-up Equity Share Capital

1. Valid Postal Ballot Forms received

91 38,01,720 47.04%

2

(i)

(ii)

Net valid Postal Ballot Forms of which: Postal Ballot Form with assent for the resolution Postal Ballot Forms for dissent for the resolution

65 26

37,86,820 14,900

46.85% 0.19%

The Chairman after receiving the Scrutinizer’s Report stated that the aforesaid Resolutions

has been passed by requisite majority set out in the Postal Ballot Notice dated 31st May, 2013.

ROSE ZINC LIMITED

10. DISCLOSURES:

a. Disclosures on materially significant related party transactions i.e. transaction of the company in material nature with its promoters, Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the company at large:

> None of the related party transactions were in conflict with the interest of the

company at large. b. Details of non compliance by the company, penalties, strictures imposed on the

company by Stock Exchange or Securities and Exchange Board of India or any statutory authority, on any matter related to capital markets during the last three years;

> Yes, Membership of Mumbai Stock Exchange has been suspended due to non

compliance of provisions regarding company’s Website.

11. CODE OF INSIDER TRADING

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the company has adopted & implemented a code of conduct for prevention of insider trading and required disclosure practices.

12. CAUTIONARY STATEMENT

Any statement made in the Management discussion and Analysis report relating to Company’s objectives, projections, outlook, expectations, estimates etc. may constitute forward looking statements within the meaning of applicable laws and regulations. Actual result may differ from such expectations, projections etc., whether express or implied. Several factors like climatic conditions, economic conditions, auction and private sale regulations, taxations, natural calamities, changes in tax laws might have an impact on the working of the Company.

13. MEANS OF COMMUNICATION

As per the requirement of listing agreement, all the data relating to quarterly financial results, shareholding pattern, etc are provided to the Stock Exchange within the time prescribed in this regard.

ROSE ZINC LIMITED

14. GENERAL SHAREHOLDERS INFORMATION

a. Annual General Meeting Tuesday, 30th September, 2014 at 505-508 S.M. Lodha Complex, Opp. Shastri Circle Post Office, UDAIPUR (RAJ.)

b. Book Closure 29.09.2014 to 30.09.2014 (Both days inclusive)

c. Listing on Stock Exchange

Bombay Stock Exchange Ltd., Mumbai

d. Stock Code (i) Stock Code in the Bombay Stock Exchange Ltd, Mumbai. (ii) ISIN Number in CDSL & NSDL for equity Shares.

BSE - 530631 INE018F01013

e. Listing Fee Annual Listing fee for the year 2013-2014 has been paid.

f. Share Price Data Year/month Mumbai Stock Exchange Membership suspended due to non

compliance of provisions regarding company’s website

g. Registrar & Transfer Agents M/s System Support services, (Unit Rose Zinc Limited) 209, Shivai Ind. Estate, Near Parke-Davis, 89, Andheri Kurla Road, Saki Naka, Andheri (E) Mumbai – 400 072 Tel. No.022-28500835, Fax No.022-28501438 E-mail address: [email protected]

h. Share Transfer System Shares transfer, where documents are found to be in order, were registered and returned in the normal course within a period of two weeks from the date of receipt of documents. Requests for dematerialization of shares were processed and confirmation was given to the respective depositories within time.

i. Dematerialization of Shares. 58,87,120 shares representing 72.84% of total equity share capital were held in dematerialized form with the CDSL & NSDL as on 31.03.2014.

ROSE ZINC LIMITED

j. Plant Locations Air Port Road, Post Gudli, Udaipur (Raj.).

k. Address for correspondence Compliance Officer, M/s Rose Zinc Limited, 505-508 S.M. Lodha Complex, Opp. Shastri Circle Post Office, UDAIPUR - 313001 (RAJ.)

M/s System Support Services, (Unit: Rose Zinc Ltd.) 209, Shivai Ind. Estate, Near Parke-Davis, 89, Andheri Kurla Road, Saki Naka, Andheri (E) Mumbai – 400 072

l. Distribution of Equity Shareholdings as on 31st March, 2014

No. of share held No. of shareholders No. of Shares

Total % of shareholders

Total % to share capital

1 – 500 3592 71.298 1123126 13.896

501 – 1000 779 15.463 662499 8.197

1001 – 2000 376 7.463 559700 6.925

2001 – 3000 119 2.362 304900 3.773

3001– 4000 30 0.595 106800 1.322

4001–5000 45 0.893 213600 2.643

5001–10000 51 1.013 365500 4.522

10001 & Above 46 0.913 4745995 58.722

TOTAL 5038 100.00 8082120 100.00

m. Pattern of Equity Share Holding as on 31st March, 2014

Sr. No. Category No. of Shares

% of Share Holding

1. Promoters and Promoters Group 37,80,420 46.78

2. Mutual Funds - -

3. Bodies Corporate 2,22,299 2.75

4. Indian Public 36,71,001 45.42

5. NRIs/OCBs 4,08,400 5.05

TOTAL 80,82,120 100

ROSE ZINC LIMITED

ROSE ZINC LIMITED

Corporate Compliance Certificate Under clause 49 of Listing Agreement.

To the Members of Rose Zinc Limited, We have examined the compliance of conditions of Corporate Governance by Rose Zinc Limited during the year ended 31st March, 2014 as stipulated in Clause 49 of the listing Agreement of the said company with the stock exchange in India. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company. In our opinion and to the best of our information and according to the explanations given to us, and representations made by directors and the management, we certify that the company had complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state as per the records maintained by the company, no investor Grievance(s) is remaining unattended/pending for a period exceeding one month. We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the Management has conducted the affairs of the company. Place : Udaipur For DHAKAR & ASSOCIATES Dated 5th Sept., 2014 CHARTERED ACCOUNTANTS (NIRMAL DHAKAR)

PROPRIETOR. Membership No. 72847. Firm Regn. No.07268C

ROSE ZINC LIMITED

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF

ROSE ZINC LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of ROSE ZINC

LIMITED (“the Company”),which comprise the Balance Sheet as at 31st

March, 2014, the Statement of Profit and Loss for the year then ended,

and a summary of the significant accounting policies and other

explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation of these

financial statements that give a true and fair view of the financial

position, financial performance and cash flows of the Company in

accordance with the Accounting Standards referred to in sub-section

(3C) of section 211 of the Companies Act, 1956 (“the Act”). This

responsibility includes the design, implementation and maintenance of

internal control relevant to the preparation and presentation of the

financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial

statements based on our audit. We conducted our audit in accordance

with the Standards on Auditing issued by the Institute of Chartered

Accountants of India. Those Standards require that we comply with the

ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about

the amounts and the disclosures in the financial statements. The

procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk

assessments, the auditor considers the internal control relevant to

the Company’s preparation and fair presentation of the financial

statements in order to design audit procedures that are appropriate in

the circumstances. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of

the accounting estimates made by the Management, as well as evaluating

the overall presentation of the financial statements.

ROSE ZINC LIMITED

We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the

explanations given to us, the financial statements give the

information required by the Act in the manner so required and give a

true and fair view in conformity with the accounting principles

generally accepted in India :

(a) in the case of the Balance Sheet, of the state of affairs of the

Company as at 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the Loss of

the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003(“the

Order”) issued by the Central Government of India in terms of sub-

section (4A) of section 227 of the Act, we give in the Annexure a

statement on the matters specified in paragraphs 4 and 5 of the order.

2. As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which to

the best of our knowledge and belief were necessary for the purposes

of our audit.

(b) In our opinion, proper books of account as required by law have

been kept by the Company so far as it appears from our examination

of those books.

(c) The Balance Sheet, Statement of Profit and Loss, and the Cash

Flow Statement dealt with by this Report are in agreement with the

books of account.

(d) In our opinion, the Balance Sheet and Statement of Profit and

Loss, comply with the Accounting Standards referred to in sub-

section (3C) of section 211 of the Act.

(e) On the basis of the written representations received from the

directors as on 31st March, 2014 taken on record by the Board of

Directors, none of the directors is disqualified as on 31st March,

2014 from being appointed as a director in terms of clause (g) of

sub-section (1) of section 274 of the Act.

For DHAKAR & ASSOCIATES,

Chartered Accountants

Place : UDAIPUR

Dated : 05th SEP, 2014 NIRMAL DHAKAR

PROPRIETOR

M.No.- 072847

Firm Reg. No- 007286C

ROSE ZINC LIMITED

ANNEXURE

REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF ROSE ZINC LIMITED ON FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2014

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during

the year due to labour unrest. (c) During the previous years, the company has disposed off substantial part

of its fixed assets. However as per information and explanations given to us, the company has declared closure of unit U/S 25FFA of the Industrial Dispute Act from 07.01.2010. These factors alongwith other matters as set-forth in Note No. 1-II-K, raise substantial doubt about the company’s ability to continue as a going concern in the foreseeable future.

(ii) (a) The inventory has been physically verified by the management during the year. In

our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, and as per information

and explanation given to us, we are of the opinion that company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

(iii) (a) The company has not granted any loans secured or unsecured. (b) Unsecured loans of Rs.95.75 lacs (Previous year Rs.126.24 lacs)as on

31.03.2014 taken from one party covered in the register maintained u/s 301 of the Companies Act, 1956.

(c) According to the information and explanation given to us, above loan taken is

interest bearing @3% p.a., terms and conditions on which loan have been taken are not prejudicial to the interests of the company or its members.

(d) According to the information and explanation given to us, above loan taken are

repayable on demand, hence question of overdue amount does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control systems commensurate with the size of the company and the nature of its business for the purchases of inventory, fixed assets and sale of goods, services and Fixed Assets. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the afore said internal

ROSE ZINC LIMITED

control system. (v) (a) In our opinion and according to information and explanations given to us, the

particulars of contracts and arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to information and explanations given to us, the

transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. 5.00 Lacs in respect of any parties during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. Each of these transaction have been made at prices which are prima facie not prejudicial to the interest of the company.

(vi) In our opinion and according to the information and explanations given to us, the

company has not accepted any deposits from the public, within the meaning of Section 58 A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

(vii) In our opinion, the company has an internal audit system commensurate with the size

and nature of its business.

(viii) According to the information and explanations given to us, since company is not in operation during the year, books of accounts are not required to be maintained by the company pursuant to the Rules made by the Central Government for the maintenance of Cost Accounts under section 209(1)(d) of the Companies Act, 1956.

(ix) (a) Undisputed statutory dues including provident fund, investor education & protection

fund, employee’s state insurance, income tax, wealth tax, customs duty, excise duty, cess and other material statutory dues have been generally deposited with the appropriate authority.

(b) According to the information and explanations given to us, no undisputed

amounts payable in respect of income tax, wealth tax, customs duty, and excise duty were in arrears, as at 31.03.2014 for a period of more than six months from the date they became payable except for Rs.14.06 Lacs towards Entry Tax,

(c) According to the information and explanations given to us, following

demand as detailed hereunder have not been deposited on account of any dispute.

Name of the statue

Nature of the dues

Amount Rs.

Period to which the amount relates

Forum where dispute is pending

Custom Act,1962

Custom Duty

2,03,40,594* June, 2002 - Nov.,2006

The Custom & Central Excise Settlement Commission, Principal Bench, New Delhi.

Custom Act,1962

Custom Duty

2,02,12,531* April, 2002 - Nov.,2006

The Custom & Central Excise Settlement Commission, Principal Bench, New Delhi

ROSE ZINC LIMITED

Name of the statue

Nature of the dues

Amount Rs.

Period to which the amount relates

Forum where dispute is pending

Custom Act,1962

Custom Duty

4,87,848* Feb., 2002 - Apr.,2002

The Custom & Central Excise Settlement Commission, Principal Bench, New Delhi

Rajasthan Entry Tax Act,1999

Entry tax penalty and interest

3,76,340 2004-05 The Dy. Commissioner (Appeals), Commercial Taxes, Udaipur

46926 2005-06 The Assistant Commissioner Commercial Taxes, Udaipur. Hon’ble High court of Rajasthan, Jodhpur has granted stay on the validity of Entry Tax in Rajasthan

703760 2006-07 The Assistant Commissioner Commercial Taxes, Udaipur. Hon’ble High court of Rajasthan, Jodhpur has granted stay on the validity of Entry Tax in Rajasthan

1421600 2007-08 The Dy. Commissioner (Appeal), Commercial Taxes, Udaipur. Hon’ble High court of Rajasthan, Jodhpur has granted stay on the validity of Entry Tax in Rajasthan

476890 2008-09 The Dy. Commissioner (Appeal), Commercial Taxes, Udaipur. Hon’ble High court of Rajasthan, Jodhpur has granted stay on the validity of Entry Tax in Rajasthan

* However, company has deposited Rs. 1,04,91,829 against these dues.

ROSE ZINC LIMITED

(x) In our opinion, the accumulated losses of the company as on 31.03.2014 is Rs.8,18,89,974/- (Previous year Rs.8,09,34,354) are more than fifty percent of its net worth. The company has generate cash loss of Rs.9,09,721/- during the year covered by our audit and in immediately preceding year there was cash profit of Rs.61,76,972/-.

(xi) In our opinion and according to the information and explanations given to us, the company has repaid the entire loans taken from Banks during the year, hence question of default in respect of repayment of loans does not arises.

(xii) In our opinion, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 is not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(xv) In our opinion, and according to the information and explanations given to us the company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(xvi) According to the information and explanations given to us, company has not obtained term loan from any financial institution or banks during the year.

(xvii) On the basis of an overall examination of the balance sheet of the company, in our

opinion and according to the information and explanations given to us, there are no funds raised on a short term basis which have been used for long term investment.

(xviii) According to the information and explanations given to us, the company has not

made preferential allotment of shares to parties and companies during the year, covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by the report. Accordingly, the provisions of Clause 4 (xix) of the companies (Auditor’s Report) Order, 2003 is not applicable to the company.

(xx) During the period covered by our audit report, the company has not raised any money by public issue accordingly, the provisions of Clause 4 (xx) of the companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

Place : Udaipur For Dhakar & Associates, Chartered Accountants

Dated : 5th Sept., 2014 Nirmal Dhakar Proprietor Membership No. 72847 Firm Regn. No.07268C

ROSE ZINC LIMITED

BALANCE SHEET AS ON 31st

MARCH, 2014

PARTICULARS

NOTE NO.

As at

31.03.2014

Rs.

As at

31.03.2013

Rs.

EQUITY AND LIABILITIES

SHARE HOLDERS’ FUNDS

Share Capital 2 8,08,21,200 8,08,21,200

Reserves & Surplus 3 (8,02,23,936) (7,92,68,316)

5,97,264 15,52,884

NON CURRENT LIABILITIES

Long-term borrowings 4 95,74,778 1,26,24,388

Deferred Tax Liabilities [Net] 5 - -

Other long-term Liabilities (More than six Months) 6 1,00,34,012 68,39,880

1,96,08,790 1,94,64,268

CURRENT LIABILITIES

Other current liabilities 7 2,21,136 49,31,055

Short-term provisions 8 1,10,000 1,80,000

3,31,136 51,11,055

TOTAL 2,05,37,190 2,61,28,207

ASSETS

NON-CURRENT ASSETS

Fixed assets

Tangible assets 9 16,57,993 17,03,892

Intangible assets - -

Capital work-in-progress - -

Trade Receivable(More than 1 Year) - -

16,57,993 17,03,892

Non-current investments 2,000 2,000

Long-term loans and advances 10 2,07,313 2,09,684

CURRENT ASSETS

Inventories 11 - -

Trade receivables (Less than six months) 12 3,94,384 82,82,056

Cash and cash equivalents 13 57,46,180 34,20,131

Short-term loans and advances 14 1,25,19,657 1,24,91,813

Other current assets 15 9,663 18,631

1,88,77,197 2,44,22,315

TOTAL 2,05,37,190 2,61,28,207

The accompanying Accounting policies and Notes to Accounts form an integral part of the financial statements

As per our report of even date For and on behalf of the Board of Directors For Dhakar & Associates, Chartered Accountants (Nirmal Dhakar) (Ashok Kumar Mehta) (Anil Vyas) Membership No. 72847 Managing Director Director Firm Regn. No.07268C Place: Udaipur Dated: 5

th Sept.,2014

ROSE ZINC LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31st

MARCH, 2014

NOTE NO. Current year

Rs.

Current year

Rs.

A. CONTINUING OPERATIONS

REVENUE

Revenue from operations (gross) - -

Less: Excise duty - -

Revenue from operations (net) - -

Other income 16 6,71,108 74,47,509

Total revenue 6,71,108 74,47,509

EXPENSES

Cost of Materials consumed 17 - -

(Increase)/decrease in inventories 18

Employee benefits expenses 19 4,17,500 20,36,431

Finance costs 20 5,81,140 10,74,897

Other expenses 21 5,82,189 93,02,003

Total Expenses 15,80,829 1,24,13,331

Profit/(Loss) from continuing operations (9,09,721) (49,65,822)

B. DISCONTINUING OPERATIONS

Profit/(Loss) from discontinuing Operations

Gain/(Loss) on disposal of Assets/ Settlement of Liabilities attributable to the discontinued business

- 1,11,42,794

Profit/(Loss) from discontinued Operations - 1,11,42,794

EARNINGS BEFORE DEPRECIATION, AMORTISATION AND TAX

(9,09,721) 61,76,972

Depreciation and amortization expense 45,899 18,808

PROFIT/(LOSS) BEFORE TAX (9,55,620) 61,58,164

Income tax and Deferred tax credit of earlier years.

- 1,14,92,181

PROFIT/(LOSS) FOR THE YEAR (9,55,620) 1,76,50,345

Earning per equity share (EPS)

Basic and diluted EPS (Nominal value of shares Rs.10/- each)

(i) Continuing operations (0.118) (0.61)

(ii) Total operations 22 (0.118) 2.18

The accompanying Accounting policies and Notes to Accounts form an integral part of the financial statements

As per our report of even date For and on behalf of the Board of Directors For Dhakar & Associates, Chartered Accountants (Nirmal Dhakar) (Ashok Kumar Mehta) (Anil Vyas) Membership No. 72847 Managing Director Director Firm Regn. No.07268C Place: Udaipur Dated: 5

th Sept.,2014

ROSE ZINC LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH, 31, 2014

For the year ended 31

st March, 2014

(Rs.)


st March, 2013

(Rs.)

A CASH FLOW FROM OPERATING

ACTIVITIES

Net Profit/(Loss) before extra ordinary

items and tax

(9,55,620)

61,58,164

Depreciation and amortization 45,899 18,808

Interest expense 5,81,140 10,74,897

Operating Profit/(Loss) before working

capital changes

(3,28,581) 72,51,869

Increase/(decrease) in trade payables (15,85,787) 15,38,207

Decrease/(Increase) in trade receivables 78,71,166 1,07,20,591

Decrease/(Increase) in inventories - 10,23,409

Cash generated from /(used in)

operations

59,56,798 2,05,34,076

Interest paid (5,81,140) (10,74,897)

Net Cash flow from/(used in) operative

activities (A)

53,75,65823) 1,94,59,179

B CASH FLOW FROM INVESTING

ACTIVITIES

Proceeds from sale of fixed assets - 1,01,82,305

Net Cash flow from/(used in) investing

activities (B)

- 1,01,82,305

ROSE ZINC LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014 (Contd..


st March, 2014

(Rs.)


st March, 2013

(Rs.)

C CASH FLOW FROM FINANCING

ACTIVITIES

(repayment) of long-term borrowings -

Unsecured Loan raised (30,49,609) (3,51,45,621)

Term Loan Rised/(Repaid)

Net cash flow from/(used in) financing

activities (C)

(30,49,609)

(3,51,45,621)

Net Increase/(decrease) in cash and

cash equivalents

23,26,049 (55,04,137)

Cash and cash equivalents at the

beginning of the year

34,20,131 89,24,268

Cash and cash equivalents at the end of

the year

57,46,180 34,20,131

Cash on hand 4,43,975 77,472

In current accounts 20,79,838 2,61,190

In Fixed deposits 32,22,367 30,81,469

Total 57,46,180 34,20,131

NOTE: The cash flow statement reflects combined cash flow pertaining to continuing and discontinuing operations.

As per our report of even date For and on behalf of the Board of Directors For Dhakar & Associates, Chartered Accountants (Nirmal Dhakar) (Ashok Kumar Mehta) (Anil Vyas) Membership No. 72847 Managing Director Director Firm Regn. No.07268C Place: Udaipur Dated: 5th Sept.,2014

ROSE ZINC LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2014. NOTE NO.1

I. SIGNIFICANT ACCOUNTING POLICIES:- A. BASIS OF PREPARATION OF FINANCIAL STATEMENT:-

The financial statements are prepared on historical cost convention basis in accordance with the generally accepted accounting principles and the accounting standards referred to in section 211(3C) of the Companies Act, 1956.

B. RECOGNITION OF INCOME AND EXPENDITURE

The company generally follows mercantile system of accounting and recognizes significant items of Income & Expenditure on accrual basis except those sums which are not reasonably certain of realisation are recognized on cash basis.

C. FIXED ASSETS

The gross block of Fixed Assets is stated at cost of acquisition/ construction less CENVAT Credit available thereon, including indirect cost related to construction and interest and financial costs, if any, related to their acquisition/construction till such assets are put to use.

D. EXPENDITURE DURING CONSTRUCTION PERIOD

Expenditure directly related to particular fixed assets are capitalised to those fixed assets. All indirect expenses are allocated to various fixed assets on reasonable basis. This is done once the construction and erection work is completed, pending which the accumulated amount is disclosed as Capital work-in-progress etc

E. IMPAIRMENT OF ASSETS The carrying amount of assets are reviewed at each balance sheet date on value in use

basis to assess whether they are recorded in excess of their estimated recoverable amount. If carrying value exceeds the estimated recoverable amount, assets are written down to their estimated recoverable amount.

F. DEPRECIATION

a. Depreciation on fixed assets is calculated at the rates specified in Schedule XIV of the Companies Act, 1956 on the Straight Line Method on assets which have been installed and put to use,

b. The cost of lease hold land has not been amortized over the period of the

lease, since the lease is for a long period of 99 years intended to be renewed on the expiry of the stipulated period.

ROSE ZINC LIMITED

G. VALUATION OF INVENTORY

a. Raw Material including : at cost (on average cost basis) or net realisable Processed Ash value whichever is lower.

b. Stores & Spare Parts : at cost (on average cost basis) or net realisable value, whichever is lower.

c. Finished Goods : at cost or net realisable value, whichever is lower. d. Goods in Process : at approximate cost of inputs and manufacturing

cost depending on stage of completion. e. Stock in Transit : at cost or net realisable value, whichever is lower. H. RETIREMENT BENEFITS

a. Contribution to Provident Fund are made on monthly basis and charged to revenue accordingly, if applicable.

b. Provision for encashment of leave is accounted for the arithmetical

valuation on the assumption that such benefits are payable to all employees at the end of the financial year.

c. Provision of Gratuity is accounted for the arithmetical valuation on the

assumption that such benefits are payable to all employees at the end of the financial year.

I. FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are accounted at exchange rates on the date of transactions takes place. Premium on forward cover contract in respect of import of raw materials is charged to Profit and Loss Account over the period of Contract. Amount payable and receivable in foreign currency as at the Balance Sheet date not covered by forward contracts are reinstated at the applicable exchange rates prevailing on that date. All exchange differences arising on revenue transactions, not covered by forward contracts, are charged to Profit and Loss Account.

J. TAXATION

Tax expense/ (Tax saving) is the aggregate of current year tax and deferred tax charged/ (or credited) to the Profit and Loss Account of the year.

a. Current tax is the provision made for income tax liability on the profits for the year ended 31st March, 2014 in accordance with the provisions of Income Tax Act, 1961.

ROSE ZINC LIMITED

b. The company has unabsorbed depreciation & carried forward losses

under Tax Laws. In absence of virtual certainty of sufficient future taxable income, net deferred Liability/Assets has not been recognized by way of prudence in accordance with Accounting Standard (AS- 22) "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India.

K. BORROWING COSTS

Borrowing Cost are charged to revenue except in cases where costs relate to qualifying assets in which case such costs are capitalised as a part of cost of respective assets till the date they are put to their commercial use.

L. IMPORT OF RAW MATERIAL

Assessment of Custom Duty on imported raw material has been computed by custom department on provisional valuation basis and accounted in books of accounts accordingly, pending report of custom approved laboratory. Variations in custom duty, if any, are accounted for in the year of finalization.

Payments made against import of Raw Material and expenditure incurred towards this, but material not received at the factory site, has been considered as Advance against Raw Material.

M. EARNINGS PER SHARE (EPS)

The earnings considered in ascertaining the Company’s EPS comprises the net profit after tax and includes the post tax effect of any extra ordinary items. The number of shares used in computing Basic EPS is the weighted average number of shares outstanding during the year.

N. CONTINGENT LIABILITIES

All liabilities have been provided for in the accounts except liabilities of a contingent nature, which have been disclosed at their estimated value in the notes on accounts.

O. MISCELLANEOUS EXPENDITURE

Public Issue expenditure will be amortized over a period of ten years from the year 2000-2001 in which expansion has been completed.

ROSE ZINC LIMITED

II. NOTES ON ACCOUNTS A. Secured Loan

Working Capital Limits and Working Capital Term Loan from the State Bank of Bikaner & has been entirely repaid in previous years and no-dues certificate has been taken from the Bank in this regard.

B. The Additional Director General, Directorate of Revenue Intelligence , Delhi Zone

unit, Delhi issued a two show cause notices for Rs. 4,87,848/- and Rs. 4,05,53,125/- against which company has deposited Rs. 1,04,91,829/-. The matter is subjudice and pending before the Hon’ble High Court, Delhi.

C. The Asst. Commissioner, Commercial Taxes, Anti Evasion- Circle III, Rajasthan

Jaipur issued show cause notices for the years 2002-03, 2003-04, 2004-05, 2005-06, 2006-07 and 2007-08. The Hon’ble High Court remanded matter back to Asstt. Commissioner, Commercial Taxes, Anti Evasion, Udaipur. The matter is settled during previous year and demand etc. has been deposited during the year.

D. The Commercial Taxes Officer, Udaipur passed an order to levy Rs.3,76,340 for

the Assessment year 2004-2005 towards entry tax. The company has filed an appeal with the Dy. Commissioner (Appeal), Commercial Taxes Officer, Udaipur against the said order. The matter is still pending.

E. The Commercial Taxes Officer, Udaipur passed an order to levy Rs.46,926 for the

assessment year 2005-2006 towards entry tax. The company has granted stay from Hon’ble High Court, Rajasthan, Jodhpur regarding validity of entry tax in the above case.

F. The Commercial Taxes Officer, Udaipur passed an order to levy Rs.7,03,760 for

the assessment year 2006-2007 towards entry tax. The company has granted stay from Hon’ble High Court, Rajasthan, Jodhpur regarding validity of entry tax in the above case.

G. The Commercial Taxes Officer, Udaipur passed an order to levy Rs.14,21,600 for


H. The Commercial Taxes Officer, Udaipur passed an order to levy Rs.4,76,890 for


I The small scale industrial undertaking to whom the company owe sum

exceeding Rs.1,00,000/- which is outstanding for more than 30 days are Rs.Nil. The said information regarding small scale undertaking has been determined to the extent of such parties have been identified on the basis of information available with the company.

ROSE ZINC LIMITED

J. Unsecured Loans:- Unsecured loans taken are interest bearing and therefore necessary provisions

have been made in the books of the company. K. Due to decrease in total sales volume, steep fall in the sales prices, adverse

foreign exchange fluctuation, revision in the wages coupled with substantially high price of imported raw material and also changes taken place regarding import rules of raw material company, could not generate sufficient funds to run manufacturing activities, hence company’s management has issued notice Under Section 25FFA of the Industrial Dispute Act to close its unit to the State Government, Labours and their unions in this regard. Workmen union has disagreed with above notice u/s 25FFA of Industrial Dispute Act, 1947 and approached to The Additional Labour Commissioner, Labour Department, Jaipur in this regard. The Additional Labour Commissioner has ordered in his judgement to take permission from State Government. Against this order company has filed Writ Petition No.2407/2010 with Hon’ble High Court of Rajasthan, Jodhpur. Meanwhile company has settled the above issue with labour union and necessary payments has been made to labours accordingly. On the basis of compromise arrived at in between the Labour Union and the company, Hon’ble High Court disposed the Writ Petition and quashed the above order.

L. Segment Reporting

Segments have been identified in line with AS-17 on the basis of production and distribution process i.e. manufacturing segment and trading segment. The Manufacturing segment has been considered as the primary segment for disclosure. The products included in each of the reported production segment are as follows:

Metal Segment : Brass Ingots, Zinc Ingots Fertilizer Segment : Zinc Sulphate.

The Manufacturing segment and Trading segment have been identified considering:

The nature of products The differing risks & returns.

Segment Revenue, Result, include respective amounts directly attributable to each segment and other relevant amounts allocated on reasonable basis. Revenue and expenses which relate to the enterprise and cannot be allocated on reasonable basis have been included under “Unallocable Revenue/expenditure.” The Company has not identified any secondary segments since risks & return of business identified under primary segments are not significantly dependent upon geographic locations.

ROSE ZINC LIMITED

Reporting of segment-wise revenue, results and capital employed, under clause 41 of the listing agreement :

S. No.

Particulars Year ended 31.03.2014

Year ended 31.03.2013

1. Segment Revenue (net sale/income from each

segment should be disclosed under this head)

(i) Manufacturing (a) Metal Segment (Non Ferrous) - - (b) Fertilizer Segment - -

Sub Total (i) - - (ii) Trading – Ferrous metal - -

Total Segment Income (i+ii) - -

2. Segment Expenditure (Net Sale/Income from each

segment should be disclosed under this head)

(i) Manufacturing (a) Metal Segment (Non Ferrous) - - (b) Fertilizer Segment - -

Sub Total (i) - - (ii)Trading- Ferrous metal - - Total Segment Expenditure (i+ii) - -

3. Segment Results

Profit/(Loss) before tax and interest from each

segment

(i) Manufacturing (a) Metal Segment (Non Ferrous) - - (b) Fertilizer Segment - - Sub Total (i) - - (ii) Trading- Ferrous metal - -

Total Segment Income (i+ii) - -

4. Add: Unallocable Income 6,71,108 1,85,90,303

Total 1,85,90,303 1,85,90,303 5. Less: Unallocable Expenditure (a) Interest 5,81,140 10,74,897 (b) Other unallocable expenditure 10,45,588 1,13,57,242 Total Profit Before Tax 9,55,620 61,58,164

Since all the sales and revenue pertains to the domestic market, hence there is no Secondary segment (geographical segment).

ROSE ZINC LIMITED

M. Related Party Disclosure The Company has identified all the related parties having transactions during the year as per details given as under:-

Nature & Transaction during the year

Name of Related person

Relationship with Company

Remuneration &

Perquisites*

Payment/ Receipt against

contracts/ agreements

Outstanding balance as on

31.03.2014

Ashok Kumar Mehta Managing Director 0 30,49,610 95,74,778 CR

In respect of the outstanding balance recoverable as at 31.03.2014, no provision for doubtful debts is required to be made. During the year, there were no amounts written off or written back from such parties.

N. Sundry debtors, Loans and Advances, Unsecured Loan, and Current Liabilities including Sundry Creditors are subject to confirmation and reconciliation to the extent not realised/ adjusted subsequently.

O. CONTINGENT LIABILITIES IN RESPECT OF:

2013-2014 (Rs. In Lacs)

2012-2013 (Rs. in Lacs)

a. Bank Guarantee 25.00 25.00

b. Claim against the company not acknowledged as debt: (excluding interest and penalty which may be payable on such claims.)

i. Custom duty

(*Rs. 104.92 Lacs already paid against this demand.)

ii. Others

410.41*

28.75

410.41*

28.75

1P. Estimated amount of contracts remaining to be executed on

capital accounts and not provided for (net of advances)

NIL NIL

Q. TERM DEPOSITS LIEN MARKED WITH SCHEDULED BANK Towards Bank Guarantee

32.04 30.81

R. DIRECTORS REMUNERATION

a. Salary b. Contribution to Provident Fund

0.00 0.00

0.00 0.00

S. PAYMENT TO AUDITORS

For Audit Fee

1.10

1.10

T. Previous years figures have been reclassified/ regrouped wherever necessary in order

to make them comparable with those of the current year.

ROSE ZINC LIMITED

As at 31st March,

2014 (Amount in

Rs.)

As at 31st March,

2013 (Amount in

Rs.)

2 SHARE CAPITAL

Authorized

1,00,00,000 Equity Shares of Rs. 10/- each

(Previous year 1,00,00,000 Equity shares of Rs.10/-

each)

100000000 100000000

Issued, Subscribed and Fully paid-up

80,82,120 Equity Shares of Rs. 10/- each fully paid up

(Previous year 80,82,120 Equity Shares of Rs.10/-

each)

80821200 80821200

b. There is no variation or change in the issued, subscribed and fully paid-up equity share capital structure during the year. Therefore, no separate disclosure of reconciliation of the number of equity share outstanding as at the beginning and at the end of the year is required.

c. The Company has issued only one class of shares referred to as equity shares

having nominal value of Rs.10/-. The holders of equity shares are entitled to one vote per share.

d. Shareholders holding more than 5% shares based in the subscribed share capital

of the Company is set out below:

Name of Shareholders As at March 31, 2014 As at March, 31, 2013

No. of Shares

% held No. of Shares % held

Pawan N. Mehta 1045040 12.93% 1045040 12.93%

Ashok Kumar Mehta 1748800 21.64% 420700 5.21%

Usha A. Mehta 553700 6.85% 553700 6.85%

Namita Stocktrade Pvt. Ltd.

- - 1300000 16.08%

ROSE ZINC LIMITED

As at 31st March, 2014

(Amount in Rs.)


(Amount in Rs.)

3 RESERVES AND SURPLUS

Capital Reserve

Opening balance - 16,66,038

Less : Transferred to general reserve - 16,66,038

Closing balance - NIL

General Reserve

Opening balance 16,66,038 -

Less : Transferred from Capital reserve - 16,66,038

Closing balance 16,66,038 16,66,038

Surplus/(deficit) in the Statement of Profit and Loss

Opening balance (8,09,34,354) (9,85,84,699)

Add : Profit/(loss) for the year (9,55,620) 1,76,50,345

Closing balance (8,18,89,974) (8,09,34,354)

Total Reserves and Surplus (8,02,23,936) (7,92,68,316)

4 LONG-TERM BORROWINGS

Unsecured 95,74,778 1,26,24,388

5 DEFERRED TAXES

(i) Deferred tax liabilities

- Depreciation on Fixed Assets

- Public Issue expenses written off

-

-

-

-

Total (i) - 1,31,05,286

(ii) Deferred Tax Assets

- Unabsorbed Depreciation

- Expenses allowable for tax purpose when paid

-

-

-

-

Total (ii) - 16,13,105

Deferred Tax Liabilities ( i – ii ) - 1,14,92,181

Less: Amount transferred to Profit & Loss Account 1,14,92,181

Net Deferred Tax Liabilities 00.00 00.00

Note: The company has unabsorbed depreciation & carried forward losses under Tax Laws. In

absence of virtual certainty of sufficient future taxable income, net deferred Liability/Assets has

not been recognized by way of prudence in accordance with Accounting Standard (AS- 22)

"Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India.

ROSE ZINC LIMITED


(Amount in Rs.)


(Amount in Rs.)

6 OTHER LONG-TERM LIABILITIES (MORE THAN SIX

MONTHS)

Trade Payable 71,00,329 52,67,197

Other Liabilities 29,33,683 15,72,683

TOTAL 1,00,34,012 68,39,880

7 OTHER CURRENT LIABILITIES

Other Payables 1,64,036 37,96,815

Statutory Dues 57,100 11,34,240

TOTAL 2,21,136 49,31,055

8 SHORT TERM PROVISIONS

Others 1,10,000 1,80,000

TOTAL 1,10,000 1,80,000

9 FIXED ASSETS (Amount in Rs.)

Description of the Assets

GROSS BLOCK DEPRECIATION NET BLOCK

As at 31.3.2013

Addition/ adjustment during the

year

As at 31.3.2014

As at 31.3.2013

For the year

Depreciation Adjusted

As at 31.3.2014

As at 31.3.2014

As at 31.3.2013

Leasehold Land

2,54,451 - 2,54,451 - - - - 2,54,451 2,54,451

Free hold Land 7,88,750 - 7,88,750 - - - - 7,88,750 7,88,750

Factory Building

- - - - - - - -

Office Building 5,99,900 - 5,99,900 171931 9778 - 181709 418191 427969

Plant and Machinery

- - - - - - - -

Furniture and fixtures

- - - - - - - -

Vehicles 3,80,216 - 3,80,216 147494 36121 - 183615 196601 232722

Total 20,23,317 - 20,23,317 3,19,425 45,899 - 3,65,324 16,57,993 17,03,892

Previous Year 2,52,90,269

(2,32,66,952) 20,23,317

1,33,85,263 18,808 (1,30,84,646) 3,19,425 17,03,892 1,19,05,006

10 LONG-TERM LOANS AND ADVANCES

(Unsecured and considered good)

Security deposits 1,98,146 1,98,146

Prepaid expenses 9,167 11,538

ROSE ZINC LIMITED

Total 2,07,313 2,09,684

ROSE ZINC LIMITED

As at 31

st March, 2014

(Amount in Rs.)

As at 31

st March, 2013

(Amount in Rs.)

11 INVENTORIES [refer Note No.2(i) for mode of valuation]

Stores and spares - -

Total - -

12 TRADE RECEIVABLES


Outstanding for a period less than six months 3,94,384 82,82,056

13 CASH AND CASH EQUIVALENTS

Cash on hand 4,43,975 77,472

Balance with banks

- In current accounts 20,79,838 2,61,190

- In term deposit accounts (term deposit receipts

pledged with bank towards margin against Bank

Guarantee)

32,22,367 30,81,469

Total 57,46,180 34,20,131

14 SHORT TERM LOANS AND ADVANCES


Advance income tax (net of provision) 6,03,277 5,75,433

Claims, refunds, etc. receivable - -

Advances recoverable in cash or in king or for value to be

received

1,19,16,380 1,19,16,380

Total 1,25,19,657 1,24,91,813

15 OTHER CURRENT ASSETS

Interest accrued but not due on term deposits 9,663 18,631

Total 9,663 18,631

16 OTHER INCOME

Interest income 2,78,710 2,80,278

Income from Sale of Consumable Stores 71,67,231

Sundry Balance w/off 3,92,398 -

Total 6,71,108 74,47,509

ROSE ZINC LIMITED

As at

31st March, 2014

(Amount in

Rs.)

As at

31st March, 2013

(Amount in

Rs.)

17 COST OF MATERIALS CONSUMED

Opening stock - -

Add: Purchases - -

Less closing stock - -

Raw materials consumed - -

- -

18 (INCREASE)/DECREASE IN INVENTORIES

Closing inventories - -

Opening inventories - -

Increase/(decrease) in stock - -

19 EMPLOYEE BENEFITS EXPENSE

Director Remuneration 5,500 -

Salaries, wages, bonus and benefits, etc. 4,12,000 17,48,000

Compensation payment - 2,73,431

Staff & Labour welfare - 15,000

Total 4,17,500 20,36,431

20 FINANCE COSTS

Interest expenses 5,62,381 10,53,893

Other borrowing costs 18,759 21,004

Total 5,81,140 10,74,897

ROSE ZINC LIMITED

As at

31st March, 2014

(Amount in

Rs.)

As at

31st March, 2013

(Amount in

Rs.)

21 OTHER EXPENSES

Legal & Professional 97,355 10,24,238

Subscription & Membership 89,888 33,708

Postage & Telegram 74,836 73,224

Office Expenses 82,081 109,457

Factory Dismantling Expenses - 26,30,490

Repair & maintenance - Others 39,283 1,26,000

Insurance 7,871 5904

Rates & taxes 79,310 20,16,608

Traveling and conveyance 1,565 54,000

Excise Duty paid - 19,68,710

Payment to auditors

- Audit fees 1,10,000 1,10,000

Sundry advances/bad debts written off - 11,49,664

Total 5,82,189 93,02,003

22 EARNING PER EQUITY SHARE (EPS)

Basic/weighted average number of equity shares

outstanding during the year

Profit/(Loss) for the year (Rs. In lacs) (9,55,620) 1,76,50,345

Nominal value of equity share (Rs.) 80,82,120 80,82,120

Basic and diluted EPS (Rs.) (0.118) 2.18

Signatures to the Significant Accounting Policies and Notes to Accounts Forming part of Financial Statements.

As per our report of even date for and on behalf of the Board of Directors For Dhakar & Associates, Chartered Accountants (Nirmal Dhakar) (Ashok Kumar Mehta) (Anil Vyas) Membership No. 72847 Managing Director Director Firm Regn. No.07268C Place: Udaipur Dated: 5

th Sept.,2014

ROSE ZINC LIMITED

AUDITOR'S CERTIFICATE We have examined the attached cash flow statement of Rose Zinc Limited for the year ended 31st March, 2014. The statement has been prepared by the company in accordance with the requirements of clause 32 of the Company’s Listing Agreement with Stock Exchanges. The statement is based on and is derived from the Profit & Loss Account and the Balance Sheet of the company for the year ended 31st March, 2014 and 31st March, 2013 Place : Udaipur For Dhakar & Associates, Chartered Accountants Dated :5th Sept.,2014 Nirmal Dhakar Proprietor Membership No. 72847 Firm Regn. No. 07268C

ROSE ZINC LIMITED

505-508 S.M.Lodha Complex, Opp.Shastri Circle Post Office, UDAIPUR – 313001.

Tel No. 0294-2411249, Fax No. 0294-2411249 Website : www.rosezinc.net, E-mail : [email protected]

CIN No. L2720RJ1990PLC005692

ATTENDANCE SLIP Please fill Attendance Slip and hand it over at the entrance of the venue.

DP-Id* Folio No.

Client-Id No. of shares Name and Address of the Shareholder________________________________________________________

_________________________________________________________________________________________

__________________________________________________________________________________________

Name and Address of the Proxy holder________________________________________________________

_________________________________________________________________________________________

__________________________________________________________________________________________

I/We hereby record my/our presence at the Twenty Fourth Annual General Meeting of the Company held on

Tuesday the 30th day of September, 2014 at 11:30 AM at 505-508 S.M. Lodha Complex, Opp. Shastri Circle P.O,

Udaipur - 313 001.

_____________________

Signature of shareholder

_____________________

Signature of Proxy holder

* Applicable for investors holding shares in electronic form.

ROSE ZINC LIMITED

505-508 S.M.Lodha Complex, Opp.Shastri

Circle Post Office, UDAIPUR – 313001. Tel No. 0294-2411249, Fax No. 0294-2411249

Website : www.rosezinc.net, E-mail : [email protected] CIN No. L2720RJ1990PLC005692

PROXY FORM

[ Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management

and Administration), Rules, 2014]

Name of the Member(s) :

Registered Address:

E-Mail ID : Folio No.

DP-ID / Client – ID*

* Applicable for investors holding shares in electronic form.

I/We, being the member(s) holding _____________________shares of Rose Zinc Limited of Rs. 10/- each

hereby appoint

(1) Name ___________________________ of_______________________________________________

_____________________________________having e-mail id_____________________ or failing him

(2) Name ___________________________ of_______________________________________________


(3) Name ___________________________ of_______________________________________________


and whose signature(s) are appended in Proxy Form as my/our proxy to attend and vote (on a poll) for

me/us and on my/our behalf at the 24th

Annual General Meeting of the Company, to be held on

Tuesday, the 30th

day of September, 2014 at 11:30 AM at 505 – 508 S.M. Lodha Complex, Opp. Shastri

Circle Post office, Udaipur (Raj) and at any adjournment thereof in respect of such resolutions as are

indicated overleaf:

ROSE ZINC LIMITED

* I wish my above Proxy to vote in the manner as indicated in the Box below:

Sl.No. Resolutions For Against

1. Consider and adopt:

a) Audited Financial Statements, Reports of the Board

of Directors and Auditors.

b) Audited Consolidated Financial Statements.

2. Re-appointment of Mr. Amool Dave, Director (DIN:

06615313) who retires by rotation

3. Appointment of M/s Dhakar & Associates, Chartered

Accountants (Firm Registration No. 07268C), as Auditor and

to fix their remuneration.

Signed this ______________________ day of __________________2014

Affix

Revenue

Stamp

_____________________

Signature of shareholder

_________________________ ___________________________ _________________________

Signature of first Proxy holder Signature of second Proxy holder Signature of third Proxy holder

Notes:-

1. This form of Proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company, not less than 48 hours before the commencement of the

meeting.

ROSE ZINC LIMITED

2. A Proxy need not be a member of the Company.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate

not more than 10% of the total share capital of the Company carrying voting rights. A member

holding more than 10% of the total share capital of the Company carrying voting rights may appoint

a single person as proxy and such person shall not act as a proxy for any other person or

shareholder.

* 4. This is only optional. Please put a ‘X’ in the appropriate column against the resolution indicated in

the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your

Proxy will be entitled to vote in the manner as he/she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

6. In the case of joint holders, the signature of any one holder will be sufficient, but names of all joint

holders should be stated.