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Directors Report of Roselabs Ltd.

Mar 31, 2015

The Directors have the pleasure in presenting the 21st Annual Report together with the Audited Statement of Account for the year ending on 31st March, 2015.

Financial Results:

(Amt. in Rupees)

Particulars 2014 - 2015 2013 - 2014

Revenue from operations 331,086,863 886,308,285

Other Income 25,542 395,285

Total revenue 331,112,405 886,703,570

Expenditure

Employee benefits expenses 5,59,248 13,166,808

Other expenses 338,501,512 874,030,134

Total expenses 339,060,760 887,196,090

Profit before exceptional and extra ordinary items and tax (7,948,355) (493,372)

Profit before tax (7,948,355) (493,372) Tax expense :

Income tax for earlier years NIL NIL

Provision for income tax (1,95,030) 275344

Net profit/Loss for the year (77,53,325) (76,8716)

PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review, the revenue from operations of company was Rs. 3310.86 Lacs compared to the previous years of Rs. 8863.08 Lacs. During the financial year The Company has incurred net loss of Rs. 77.53 Lacs as compared to net loss Rs. 7.69 Lacs in previous year.

Your Directors are hopeful to exploit the present resources in efficient manner and achieve better results in the future.

OPERATIONS:

During the year under the review the total income decreased by 37.35 % in comparison to the previous year. The total expenses have decreased by 38.22 % and the net Loss is increasing after tax has by 6.20 %.

Due to increase in completion across the Board and the stiff price increase compelled the company to lower the trading activities which resulted into the losses incurred by the Company during the current year.

Your directors are exploring the opportunities available to scale up the operations there by increase the volumes and profitability accordingly.

DIVIDEND:

As the Company has inadequate Profit, your directors do not propose any dividend for the current year.

CHANGE IN NATURE OF COMPANY BUSINESS:

During the year under review there is no change in the nature of companies business.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

i. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Pawankumar Agarwal, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors recommend his re- appointment.

ii. Cessation:

Mr. Aashit Modi, Director of the Company resigned as director, with effect from 1st April, 2014. The Board of Directors of the Company places on record its appreciation for the services rendered by him during his association with the Company.

iii. Appointment of Additional / Independent Women Director

Mr. Rahul Agrawal and Mrs. Jayshreeben Patel (Independent Women Director) were appointed as an Additional Directors on the Board w.e.f. 25th February, 2015. The Additional Directors will hold office until the date of ensuing 21st Annual General Meeting of the shareholders of the Company. The necessary resolution proposing their appointment as Independent Directors has been proposed in the Notice convening the said Annual General meeting.

iv. Appointment of CFO

During the Year under review in compliance with the provisions of Sections 197 and 203 and all other applicable provisions, if any, of the Companies Act, 2013 the Board appointed Mr. Zameer Agrawal as Chief Finance Officer w.e.f. 25th February, 2015.

v. Key Managerial Personnel:

The following persons were designated as Key Managerial Personnel:

1. Mr. Pawankumar Agrawal, Managing Director

2. Mr. Zameer Agrawal, Chief Financial Officer

3. Mr. Arvind Vagadoda, Company Secretary

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company didn't had any Holding/ Subsidiary/ Joint Ventures/ Associate Companies at the start of the year, during the year or at the end of the year and hence there is no requirement of giving the statement containing the salient feature of the financial statement of the company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures.

DEPOSIT:

The Company has not accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5 ) ( v ) and ( vi ) of Companies ( Accounts ) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company's operation in future.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby declares that there are no particulars to report for the Conservation of Energy & Technology Absorption. There is no foreign exchange earnings and outgo during the year under the review.

PERSONNEL:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The details as required pursuant to section 197(12) and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as attached herewith in Annexure-A

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consisted of three Directors viz. Mr. Pawankumar Agrawal, Mr. Paresh sampat and Mr. Rahul Agrawal, Majority members of the Audit Committee are Independent and non-executive Directors. Mr. Paresh Sampat is the Chairman of the Audit Committee.

During the Year under review, total four Meetings of the Board of Directors of the Company were held.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock exchanges as amended from time to time. The Statutory Auditor, Internal Auditor and Chief Finance Officer and Chief Executive Officer usually attend the Meeting of the Audit Committee.

AUDITORS

i. Statutory Auditor and their Report

In the last 20th Adjourned Annual General Meeting held on 10th July, 2015, M/s. Ashok R. Shah & Associates, (Firm Registration No. 129423W) Chartered Accountants, have been appointed Statutory Auditors of the Company for a period of 4 (Four) years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept office, if re-appointed.

The observations made in their report are dealt with in the notes forming part of the Accounts at appropriate places which are self–explanatory.

ii. INTERNAL AUDITOR

The Company is here to appoint the Internal Auditor.

iii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has, in compliance with the provisions of Section 304(1) of the Companies Act, 2013 and rules made in this behalf, appointed M/S. Jatin Kapadia & Associates, Company Secretaries to carry out Secretarial Audit of the Company for the financial year 2014-15. The Report of the Secretarial Auditor is annexed to this Report as Annexure B which is self explanatory and give complete information.

EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT:

There are no qualifications or adverse remarks in the Auditor's Report. Explanation on qualification adverse remark made in Secretarial Audit Report is as under.

Qualification/ Adverse Remark Explanation

Advertisement relating to Book The Company is facing savior liquidity crunch closure, Publication of financial & that compelled the non compliances of Statement is not available publishing the results. However, now with increased liquidity the directors are hopeful to make compliances in all front in at timely fashion. Annual General Meeting for the Statutory Authorities had seized the financial year March 31, 2014 was books of accounts, documents, computers held on September 30, 2014 but not and all other relevant records lying at the concluded on same day not even same premises of the company. The Company had financial year; demanded Xerox copies of the seized documents which was available to the company in the recent past.

the Company is in irregular filling As the company is suffering from financial

necessary documents/intimation with crises we were unable to comply with the

Stock Exchange with regards to filing necessary documents and other listing

Clause 35, 47(c), 49, Annual Report, compliances. Board Meeting of listing agreement and 55A of Depository Act;

The Company has not filed Balance As the Statutory Authorities had seized the Sheet and Annual return for the documents which were available to the financial year 2013-2014 during the company in the recent past, we were unable to year under review; file the Balance Sheet and Annual Return. But now we are in process of filing the Balance

Sheet and Annual return the Company has not appointed The Company is in process of searching the internal auditors internal auditor at commensurate remuneration payable to the internal Auditor.

LISTING:

The Shares of the Company are listed at Bombay Stock Exchange Limited.

During the Financial Year under review, as per the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the company has passed special resolution in its Extra Ordinary General Meeting held on 30.01.2014 for voluntary delisting of its Equity Shares from Ahmadabad Stock Exchange Limited & Jaipur Stock Exchange Limited.

On our application, ASEL Listing Committee reviewed and approved to delist the equity shares of the Company from the list of Listed Securities of the ASEL with effect from March 31, 2014. The reply from Jaipur Stock Exchange is still awaited.

DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance as prescribed by the Listing Agreement of the relevant Stock Exchange forms part of the Annual Report 2014-15 along with Auditor' statement on its compliance.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the year under review were on arm's length basis and in the ordinary course of business.

Since there are no materially significant related party transactions made by the company during the year, there is no information to be provided as required under section 134 (3) (h) of the companies Act, 2013 read with rule 8(2) of the Companies Accounts Rules , 2014 in Form AOC-2.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are furnished in the Notes to the Financial Statements for the year ended 31st March, 2015.

INVESTMENT IN UNQUOTED SHARES:

The Company has not made any investment in unquoted shares. The details of investment made are given in the Annual Accounts presented herewith.

RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

STATEMENT OF INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the Act:

(a) Mr. Paresh Sampat

(b) Mr. Rahul Agrawal

(c) Mrs. Jayshreeben Patel

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 (1) of Companies ( Management and Administration ) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as Annexure C to this Report.

NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. During the year, Eight Board meetings were convened and held. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the company.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under Clause 49 of the Listing Agreement, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, The Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE:

There were no Material changes after the balance - sheet date.

APPRECIATION:

Your Directors wish to convey their thanks to all the bankers, suppliers, customers and other persons for their continued support to the company.

Registered Office: For & On Behalf of

123/1, Saijpur, Gopalpur, ROSELABS LIMITED

Pirana Road, Piplej,

Ahmedabad – 382 405

Pawankumar Agrawal

Dated: 05th September, 2015 Chairman

DIN: 00015921


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting herewith their 20th Annual Report together with Audited Financial Accounts for the year ended 31st March, 2014:

Your Directors express sincere apologies for the delay in presenting this Annual Report which was due to the fact that the Statutory Authorities had seized the books of accounts, documents, computers and all other relevant records lying at the premises of the company. The Company had demanded Xerox copies of the seized documents which was available to the company in the recent past.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Financial Year ended

31/03/2014 31/03/2013

Revenue From Operations 8863.08 7161.53

Other Income 3.95 1.29

Total Income 8867.03 7162.83

Expenditure

Employee benefit expenses 131.67 114.23

Other expenses 8740.30 6929.49

Total expenses 8871.97 7103.72

Profit/(loss) before exceptional and extra ordinary items and tax (4.93) 59.11

Profit/(loss) before Tax (EBT) (4.93) 59.11

Tax expense:

(a) Current tax expense - 19.79

(a) Deferred tax expense 2.75 1.89

Profit After Tax (7.67) 37.42

PRESENT OPERATIONS & FUTURE PROSPECTS:

The company is presently engaged in the Business of Trading in Pharmaceutical, chemical & Textile Fabrics.

The company has earned the total revenue of Rs 886,703,570/- compared to Rs 716,283,870/- in the previous year.

There was a loss of Rs 493,371/- during the year under review against the Profit of Rs. 5,911,467/-of the previous year.

Your director are hopeful to export the present resources in efficient manner and achieve better results in the future.

DIVIDEND:

The Company has suffered a loss during the year; your director do not propose any dividend for the current year with a view to conserve the resources for future growth.

LISTING:

The Shares of the Company are listed a, Bombay Stock Exchange Limited.

During the financial year under review, as per the securities and the Exchange Board of India (Delisting of Equity Shares) Regulations; 2009, the company has passed special resolution in its Extra Ordinary General Meeting held on 30.01.2014 for voluntary delisting of its Equity Shares from Ahmadabad Stock Exchange Limited.

On our application, ASEL Committee reviewed and approved to delist the equity shares of the Company from the list of Listed Securities of the ASEL with effect from March 31 2014

INSURANCE:

All properties and insurable interests of the company including stocks, Spares etc., wherever necessary and to the extent required have been adequately insured.

DIRECTORS:

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49 (ii) of the Listing Agreement appointment of Independent Director is required.

Mr Paresh Sampat, Director of the Company, is being appointed as Independent Director for five consecutive year's upto 31.03.2019 as per the provisions of Section 149 and other applicable provisions of the Companies Act, 2013.

Mr. Paresh Sampat, Director of the Company has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013.

Mr. Aashit Modi, Independent Director of the Company resigned as directors, with effect from 1st April, 2014. The Board of Directors of the Company places on record its appreciation for the services rendered by him during their association with the Company.

Your directors recommend his appointment.

DIRECTORS RESPONSIBILTY STATEMENT:

Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby confirmed:

a) That in the preparation of the annual accounts financial year ended 31st March, 2014, the applicable accounting standards have been followed and there is no material departure from the same;

b) 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) 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;

d) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

FOREIGN EXCHANGE EARNINGS / OUTGO:

The Company has not made the Foreign Exchange earning during the financial year. There is no foreign exchange expense during the year.

PARTICULARS OF EMPLOYEES:

Provisions of Section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules J 975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration of' 5,00,000/- p.m. or ' 60 00 000/- o a during the financial year under review. '

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance as prescribed by the Listing Agreement of the relevant Stock Exchange forms part of the Annual Report 2013-14 along with Auditor' statement on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

This has been dealt with in the separate annexure to this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from public during the year under review. AUDITORS AND THEIR REPORT.

The Statutory Auditors of the Company, M/S. SUNIL PODDAR & Co., Chartered Accountants retired the conclusion of the forthcoming Annual General Meeting. They gave their unwillingness to re-appoint as a auditor of the company due to pre-occupation. The Audit Committee and the Board recommend the appointment of M/s. Ashok R. Shah & Associates Chartered Accountants, as Statutory Auditors and the Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013.

PERSONNEL:

Relations continued to be cordial and harmonious during the year under review with the staff and officers of the Company. Directors wish to place on record their appreciation for the co- operation received from the staff and officers at all levels

ACKNOWLEDGMENT

Your Directors place on record their sincere thanks for the continuous support of the Financial Institutions, Banks, Central and State Governments, valued Customers and devoted staff for their continues contribution to the growth of Company.

The Directors also express their gratitude to the shareholders for the confidence reposed in the management.

Registered Office: By order of the Board of Directors of

123/1, Saijpur Gopalpur, Roselabs Limited

Pirana Road, Piplej,

Ahmedabad - 382 405 Pawankumar Agrawal

Date: 10.06.2015 DIN: 00015921

Chairman


Mar 31, 2013

To, The Members of ROSELABS LIMITED

Ahmedabad

Dear Shareholders,

The Directors are pleased to present the 19th Annual Report together with Audited Financial Accounts for the year ended 31st March, 2013:

FINANCIAL RESULTS

(Rs. In Lacs)

Current Year Previous Year Financial Results 2012-13 2011-12

Total Income 7162.84 5020.87

Total Expenditure 6957.82 4893.40

Profit (Loss) before making provision for Interest, Depreciation 205.02 127.47 and Taxation

Less:

1. Interest : 132.65 100.38

2. Depreciation 13.26 10.30

Profit / Loss before income tax 59.11 16.79

Provision for income tax 21.69 7.02

Less: MAT Credit for the year 0.00 0.41

Profit / Loss after Taxation 37.42 10.18

REVIEW OF OPERATIONS & FUTURE OUTLOOK:

During the year under review the Company could perform well. The same is witnessed by the income of the Company which has increased from Rs. 5020.87 Lacs during 2011 - 12 to Rs. 7162.84 Lacs during 2012 - 13. The Company earned profit ofRs. 37.42 lacs as compared to the previous year''s profit of Rs. 16.64 Lacs.

The financial expenses were about Rs. 132.65 lacs during the year due to additional borrowings by the Company during the year.

Your directors are hopeful to achieve better results in the future.

As far as the future outlook is concerned, the Company has started the process of registration with WHO-GNP and is in process for engaging into the business of contract manufacturing. The negotiations are in advance stage with the companies to get the products manufactured on Loan License basis.

Further the Company is also planning to increase the head counts for sales team from current 250 to 500 by 3rd quarter of the current Financial Year.

These all combined put together will give good cumulative results in the years to come.

DIVIDEND:

To conserve resources and to build up the reserves your Directors do not recommend any dividend.

ENHANCEMENT OF EQUITY:

During the year under review the Company has issued 15,00,000 warrants convertible into equal number of equity shares of Rs. 10/- each at a price ofRs. 60/- (including premium of Rs. 50/- each) to promoter category.

LISTING:

The Shares of the Company are listed at Ahmedabad Stock Exchange Limited, Jaipur Stock Exchange Limited and Bombay Stock Exchange Limited. Listing fees have been duly paid to the Stock Exchanges. The shares of the company are listed and admitted to dealing on the Bombay stock Exchange Ltd. w.e.f. 29-04-2013.

INSURANCE:

All properties and insurable interests of the Company including office equipments, Stocks, Spares etc. wherever necessary and to the extent required have been adequately insured.

DIRECTORS:

Shri Paresh Sampat retires by rotation and being eligible offer himself for re-appointment. Your directors recommend the re appointment.

The Board of Directors had appointed Shri Surendra Sharma as Additional Director of the Company w.e.f. 22nd

November, 2012 to hold office of Directors upto the date of ensuing Annual General Meeting. Your directors recommend his appointment.

Shri Surendrasinh Rathod had resigned from the office of Directors w.e.f. 29* May, 2013. The Board express their sincere gratitude towards the services rendered by him during the tenure of his service.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby confirm:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and there is no material departures from the same;

b) 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) 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;

d) that the Directors have prepared the annual accounts for the financial year ended 31s'' March, 2013 on a going concern'' basis.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from public during the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Director) Rules, 1988, is not applicable and hence not given.

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement executed with Stock Exchanges, a separate report on Corporate Governance is attached and forming part of the Annual Report for the year 2012-2013.

MANAGEMENT DISCUSSION & ANALYSIS:

A separate Report on Management Discussion and Analysis is attached herewith and form part of the Directors'' Report.

A Certificate of Compliances from Auditors, Chief Executive Officer and Chief Finance Officer is attached herewith and forms part of the Annual Report.

AUDITORS:

You are requested to appoint Auditors for the Current Year to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. The Company has received Certificate U/s. 224(1B) of the Companies Act, 1956 from M/S Sunil Poddar & Co., the Auditors of the Company signifying that the reappointment if made, at the ensuing Annual General Meeting, will be within the limits specified. The report of the Auditor is self explanatory and have been suitably dealt with in the notes to accounts.

PERSONNEL:

The relationship with the employees continued to be cordial throughout the year.

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)

Rules, 1975 are not applicable to the Company, and hence the information is not given.

ACKNOWLEDGMENTS:

Your Directors express their gratitude to the continuous support of the Financial Institutions, Banks for their high co-operation extended and time to time financial aid to the company and Central and State Governments, Office of the Industries Commissioner, valued Customers and devoted workers for their continuous contribution to the growth and progress of Company. The Directors also take this opportunity to thank the shareholders for the confidence reposed in the management.

Registered Office: For and on Behalf of the Board

123/1, Saijpur Gopalpur, of Roselabs Limited

Pirana Road, Piplej, Ahmedabad-382405 Pawan kumar Agrawal

Date: 29.05.2013 Chairman Managing Director

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