Directors Report of Rose Investments Ltd.

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting their thirty seventh Annual Report together with the audited statements of accounts of the Company for the year ended 31.03.2015.

1. FINANCIAL HIGHLIGHTS 2014-15 2013-14

Total Revenue 1,284,237 1,261,470

Expenses 250,932 117,517

Net profit before tax 1,033,305 1,143,953

Net profit after tax 927,305 999,953

Proposed Appropriations:

Transfer to General Reserve 5,00,000 5,00,000

Transfer to Special Reserve 185,500 200,000

Equity Dividend 0 50,000

Dividend Distribution Tax 8,500

2. DIVIDEND

To conserve resources, your Directors do not recommend any dividend for the year ended 31st March, 2015.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In the opinion of the Board of Directors, the nature of activities and volume of transactions of the Company do not warrant presentation of Management's Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments affecting financial position of the Company have occurred between the end of the financial year to which the financial statements relates and the date of the report .

5. DEPOSITS

The Company has not accepted nor does it continue to hold any public deposits as contemplated under Chapter V of the Companies Act, 2013 (the 'Act').

6. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

- in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

- the Directors had selected such accounting policies and applied them consistently and made judgements 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 (i.e. 31.03.2015) and of the profit of the Company for that period;

- the Directors had 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;

- the Directors had prepared the annual accounts on a going concern basis.

- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Pervin Rustom Mehta, (DIN- 01070431), Director of the Company is liable to retire by rotation and being eligible for re-appointment at the forthcoming Annual General Meeting of the Company has offered herself for re-appointment.

Ms. Pervin Rustom Mehta holds 6,000 Equity Shares of the Company.

The Company has not appointed any independent directors and hence declarations have not been received.

The Company has not devised a Policy for Directors' appointments, remuneration, performance evaluation of Independent Directors, Board, Committees and other Individual Directors including criteria for qualifications, positive attributes, independence, performance evaluation of the non-executive Directors and executive Directors.

8. MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year under review as under:

On 28.05.2014, 24.07.2014, 01.08.2014, 31.10.2014 and 28.01.2015.

The meetings were duly convened and held and the intervening period between successive meetings was within the period prescribed under the Act.

9. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Report of the Company in Form MGT-9 is annexed herewith as Annexure I to this Report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans, guarantees contemplated by Section 186 of the Act. The details of the investments made by the Company are given in the notes to the Financial Statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any contract or arrangement with any related party.

12. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act relating to Corporate Social Responsibility are not applicable to the Company.

13. PARTICULARS OF EMPLOYEES

During the year under review, there was no employee as envisaged in Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence the statement showing names and other particulars required thereunder is not appended.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earning or outgo. The other particulars prescribed under the Act are not applicable to the Company.

15. AUDITORS AND AUDITORS' REPORT

M/S P.G. Bhagwat, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

As required under the provisions of the Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. P. G. Bhagwat, Chartered Accountants to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

The Auditors' Report does not contain any qualification. The notes on the financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further

For and on behalf of the Board

Sd/- Sd/- Director Director MUMBAI: DATED: 30.04.2015

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Mar 31, 2014

DEAR SHAREHOLDERS,

The Directors have pleasure in presenting their thirty sixth Annual Report together with the audited statements of accounts of the Company for the year ended 31.03.2014.

Financial Highlights

Total Revenue 12,60,363

Expenses 1,17,517

Net profit before tax 11,42,846

Net profit after tax 9,99,953

Proposed Appropriations:

Transfer to General Reserve 5,00,000

Transfer to Special Reserve 2,00,000

Equity Dividend 50,000

Dividend Distribution Tax 8,500

Dividend

The Directors recommend the payment of Dividend of Rs. 1/- (10 %) per share for the year ended 31st March, 2014.

Particulars of Employees

During the year under review, there was no employee as envisaged in Section 217(2A) of the Companies Act,1956 and hence the statement of particulars required thereunder is not appended.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

There was no foreign exchange earning or outgo. The other particulars prescribed under Section 217(1)(e) of the Companies Act,1956 read with the Companies (disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company.

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently and made judgements 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 (i.e. 31.03.2014) and of the profit of the Company for that period;

- the Directors had 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;

- the Directors had prepared the annual accounts on a going concern basis.

Auditors and Auditors'' report

M/S P.G. Bhagwat, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

The notes on the financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.



For and on behalf of the Board

Sd/- Sd/-

Director Director

MUMBAI: DATED: 28.05.2014

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Mar 31, 2013

TO THE SHAREHOLDERS,

The Directors have pleasure in presenting their thirty fifth Annual Report together with the audited statements of accounts of the Company for the year ended 31.03.2013.

FINANCIAL HIGHLIGHTS

Total Revenue 11,18,152

Expenses 1,20,854

Net profit before tax 9,97,298

Net profit after tax 8,58,998

Proposed Appropriations:

Transfer to General Reserve 5,00,000

Transfer to Special Reserve 1,72,000

Equity Dividend 50,000

Dividend Distribution Tax 8,498



DIVIDEND

Your Directors recommend the payment of Dividend of Rs.1/- (10 %) per share for the year ended 31st March, 2013.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee as envisaged in Section 217(2A) of the Companies Act, 1956 and hence the statement of particulars required thereunder is not appended.

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

There was no foreign exchange earning or outgo. The other particulars prescribed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company.

DIRECTORS* RESONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently and made judgements 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 (i.e. 31.03.2013) and of the profit of the Company for that period;

- the Directors had 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;

- the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/S P.G. Bhagwat, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

For and on behalf of the Board

sd/ P. R. Mehta

sd/ S.F. Vakil

sd/ F.D. Neterwala

Directors

Place : Mumbai

Dated: 27th May 2013

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Mar 31, 2012

The Directors have pleasure in presenting their thirty fourth Annual Report together with the audited statements of accounts of the Company for the year ended 31.03.2012.

FINANCIAL HIGHLIGHTS

Total Revenue 10,60,009

Expenses 1,20,777

Net profit before tax 9,39,232

Net profit after tax 8,15,232

Proposed Appropriations:

Transfer to General Reserve 5,00,000

Transfer to Special Reserve 1,63,000

Equity Dividend 50000

Dividend Distribution Tax 8111

DIVIDEND

Your Directors recommend the payment of Dividend of Rs. 1/- (10 %) per share for the year ended 31st March, 2012.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee as envisaged in Section 217(2A) of the Companies Act, 1956 and hence the statement of particulars required there under is not appended.

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

There was no foreign exchange earnings or outgo. The other particulars prescribed under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the

DIRECTORS' RESONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the Directors had 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 (i.e. 31.03.2012) and of the profit of the Company for that period;

- the Directors had 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;

- the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

Mr. R.V. Shah, proprietor of M/s R.V. Shah & Co., Chartered Accountants, who were appointed as statutory auditors of the Company at the last Annual General Meeting, expired and in the casual vacancy caused by his death M/S P.G. Bhagwat, Chartered Accountants, were appointed as statutory auditors of the Company. M/S P.G. Bhagwat, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

For and on behalf of the Board

Sd/- P.R. Mehta

Sd/- S.F. Vakil

Sd/- F.D. Neterwala

Directors

Place: Mumbai

Dated: 9th July 2012

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Mar 31, 2010

The Directors have pleasure in submitting their Thirty Second Annual Report together with the audited Accounts of the Company for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS ;

The Profit for the year under review after deducting all charges and expenses and after providing a sum of Rs. 95,000/- ( Previous Year Rs. 1,00,000/-) for taxation, comes to Rs. 7,15,648/- (Previous Year Rs. 6,10,787/-). An amount of Rs. 10,31,815/- is available for distribution including Rs. 3,16,167/- being the balance amount brought forward from last year.

2. DIVIDEND :

Your Directors recommend the payment of Dividend of Rs. 1.00 p. (10%) per share for the year ended 31st March, 2010.

3. DIRECTORS :

Mrs S. F. Vakil retire by rotation at the ensuing Annual General Meeting, and being eligible, offer herself for reappointment.

4. DIRECTORS RESPONSIBILITY:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that: in the preparation of the annual accounts, the applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied consistently, and have 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 as at March 31,2010 and of the profit of the Company for the year ended March 31,2010. Proper and sufficient care has been taken 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 and the annual accounts have been prepared on a going concern basis.

5. FIXED DEPOSITS :

The Company has not been accepting any Fixed Deposits from the Public. As on 31st March, 2010 there were no Fixed Deposits with the Company.

6. STATEMENT UNDER SECTION 217 (2-A) ;

The Directors inform you that there were no such employees as would be covered by the said Section.

7. AUDITORS :

M/s. R.V. Shah & Co., Chartered Accountants, retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Information required pursuant to the Companies ( Disclosure of particulars in the report of the Board of Directors ) Rules, 1988 is nil.

For and On Behalf of the Board

Sd/- S.F.Vakil Sd/- F.D. Neterwala

DIRECTORS

Place : Mumbai

Dated : 1st September 2010