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Directors Report of M M Rubber Company Ltd.

Mar 31, 2016

DIRECTOR’S REPORT

To the Members,

The Directors have pleasure in presenting before you the 50th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

ACTIVITY & PERFORMANCE:

The principal activity of the company continues to be manufacture and marketing of foam and other related products. Financial Summary or highlights/performance of the company

Particulars

Financial year ended March 31, 2016 Rs, in Lakhs

Financial year ended March 31, 2015 Rs, in Lakhs

Revenue from Operations

1875.95

1779.42

Operating Expenditure

1788.09

1691.12

Earnings Before Interest, Tax, Depreciation & Amortization (EBITDA)

87.86

88.30

Other income (net)

12.99

10.72

Finance costs

67.12

67.20

Depreciation & amortization expense

8.00

7.94

Profit for the year after tax

25.73

23.88

Balance brought from previous year

-63.97

-82.10

Amount available for appropriation

-38.03

-58.16

Adjustment relating to fixed assets

-

5.81

Adjustment relating to TDS & FBT

-8.90

-

Adjustment relating to Income Tax provision

3.80

-

Provision for taxation

-

-

Amount transferred to General reserve

-43.13

-63.97

Dividend

-

-

Balance carried to balance sheet

-43.13

-63.97

The position of reserves is as under:

General Reserve

-43.13

-63.97

OPERATIONS & PERFORMANCE:

The Company’s turnover for the year ended 31st March, 2016, has increased marginally as compared to the previous year and the Company was able to maintain the same profit as the previous year in spite, the increase in cost of all the raw materials and wages.

PROSPECTS:

The company has recently launched the PU Products, accessories such as contour, travel and nursing pillow, haemorrhoid and coccyx cushions and has also launched different varieties of Dual and Coir mattresses.

DIVIDEND:

On the basis of the present profit position the company is unable to declare dividend to its shareholders. However, your Directors hope that in the coming years as the company’s profitability improves suitable dividend would be considered.

DEPOSITS:

At the close of the year the matured deposit of Rs.17000/- remain unclaimed. Your Directors are taking steps to deal with the same in accordance with the provisions of Companies Act 2013.

LISTING WITH STO CK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to Bombay Stock Exchange where the Company’s Shares are listed.

DEMATERIALISATION OF SHARES:

40% of the company’s paid up Equity Share Capital is in dematerialized form as on 31st March, 2016 and balance 60% is in physical form. The Company’s Registrars are M/s CAMEO CORPORATE SERVICES LIMITED having their registered office at "Subramanian Building" No.1 Club House Road, Chennai - 600002.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed and there are no material departures;

b) they 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 profit of the company for the same period ;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively;

Based on the internal financial controls and compliance systems established and maintained by the company, work performed by the internal, statutory and secretarial auditors and reviews performed by the management, the Board is of the opinion that the company’s internal financial controls were adequate and effective during the financial year 2015-16.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:

During the year, the company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Refer Note No.22.8 to the financial statement which sets out related party disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr.Mammen Philip (DIN: 01091481) Director of the company retire by rotation and is eligible for reappointment. NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met four times during the financial year from 1st April, 2015 to 31st March, 2016. The dates on which the meetings were held are as follows:

Date of meeting

No. of directors as on the date

No. of Directors Present

29/05/2015

6

4

29/07/2015

6

6

30/10/2015

6

4

28/01/2016

6

4

AUDIT OBSERVATIONS:

i) Statutory Auditors :

The Auditors, M/s. S R Mandre & Co., (Firm registration No 001962S), Chartered Accountants, were appointed as statutory auditors of the company for a period of three consecutive years at the Annual General Meeting held on 26th September, 2014, who shall hold office until the conclusion of the annual general meeting to be held for the financial year 2016-17. As per section 139 of the Companies Act, 2013, the appointment needs to be ratified at every annual general meeting by the members. Directors recommend for ratification of the appointment of auditors made on 26.09.2014.

The notes on financial statement referred to in the Auditors report are self-explanatory and do not call for any further comments. The Auditors report does not contain any qualification, reservation or adverse remark.

Material changes and commitments, if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the company occurred from the end of the financial year 2015-16 till the date of this report. Further there was no change in the nature of the business of the company.

ii) Cost Auditors :

Since the company’s turnover has not exceeded Rs.35 crores in the previous financial years, the cost Audit is not applicable.

iii) Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

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

1 . Specific areas in which R&D carried out by the Company

The Company has an ongoing programme on latex technology development and its related application to various products. Accordingly the Company has in the past launched different pillows and cushions.

2 . Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection furnace oil is replaced with firewood.

3. Foreign Exchange Earning and Outgo

Statutory particulars with regards to foreign exchange and outgo appear in the notes pertaining to the accounts.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sl. No.

Name

Designation

Remuneration paid FY 2015-16 in lakhs

Remuneration paid FY 2014-15 in lakhs

Increase in remuneration from previous year in lakhs

Ratio/Times per Median of employee remuneration

1.

Mr. Roy Mammen

Managing

Director

16.50

14.85

1.65

7.78

2.

Mr. Mammen Philip

Director corporate affairs

2.07

2.07

-

0.98

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company’s Development and Implementation is provided elsewhere in this Annual Report in Management Discussion and Analysis as Annexure-C.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

BY ORDER OF THE BOARD

For M.M.RUBBER CO. LTD.,

PLACE: BANGALORE ASHOK KURIYAN ROY MAMMEN

DATE: 30.5.2016 Director Managing Director

(DIN: 00081374) (DIN: 00077409)


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 49th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

ACTIVITY & PERFORMANCE

The principal activity of the company continues to be manufacture and marketing of foam and other related products. Financial Summary or highlights/performance of the company

Particulars Financial Financial year ended year ended March 31, 2015 March 31, 2014 Rs. in Lakhs Rs. in Lakhs

Revenue from Operations 1779.42 1787.39

Operating Expenditure 1691.12 1803.70

Earnings Before Interest, Tax, 88.30 -16.31 Depreciation & Amortization(EBITDA) Other income (net) 10.72 5.22

Finance costs 67.20 61.44

Depreciation & amortization expense 7.94 12.95

Profit for the year after tax 23.88 -85.48

Balance brought from previous year -82.10 2.89

Amount available for appropriation -58.16 -82.10

Adjustment relating to fixed assets 5.81 -

Provision for taxation - -

Amount transferred to General reserve -63.97 -82.10

Dividend - -

Balance carried to balance sheet -63.97 -82.10

The position of reserves is as under:

General Reserve -63.97 -82.10

OPERATIONS & PERFORMANCE

The Company's turnover for the year ended 31st March 2015 remained the same as in previous year. However, the company was able to prune the costs substantially and thus was able to achieve a profit for the year as compared to loss in the previous year.

PROSPECTS:

The company is in the process of getting into export business and in this connection is in advanced stages of discussion with a super market chain in U.S.

Dividend

On the basis of the present profit position the company is unable to declare dividend to its shareholders. However your directors hope that in the coming years as the company's profitability improves suitable dividend would be considered.

Deposits

At the close of the year the matured deposit of Rs. 17000/- remain unclaimed. Your Directors are taking steps to deal with the same in accordance with the provisions of Companies Act 2013.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to Bombay Stock Exchange where the Company's Shares are listed.

DEMATERIALISATION OF SHARES:

40% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 60% is in physical form. The Company's Registrars are M/s CAMEO CORPORATE SERVICES LIMITED having their registered office at "Subramanian Building" No. 1 Club House Road Chennai - 600002.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures;

b) they 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 profit of the company for the same period ;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Based on the internal financial controls and compliance systems established and maintained by the company, work performed by the internal, statutory and secretarial auditors and reviews performed by the management, the Board is of the opinion that the company's internal financial controls were adequate and effective during the financial year 2014-15.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

During the year, the company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Refer Note No. 22.8 to the financial statement which sets out related party disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.Jacob Mammen (DIN 00078010) Director of the company retires by rotation and is eligible for reappointment. Dr.Karun Philip (DIN: 01091468) Director of the company retires by rotation and is eligible for reappointment.

Mrs. Susan Kurian (DIN:00349062) who had been co-opted as Additional Director retires at the ensuing Annual General Meeting. She being eligible, offers her candidature to be reappointed as Independent Director of the Company for a term of 5 (five) consecutive years with effect from the date of the ensuing Annual General Meeting and that she shall not be liable to retire by rotation. Further as she satisfies the condition laid down under the Act for being treated as independent women director. Company proposes to treat her as independent director not liable for retirement by rotation for a period of five years.

Mr. Kandathil Ashok Kuriyan (DIN: 00081374) who is already a Non - Executive Director of the Company satisfies the criteria for Independent Director laid down under section -149(6) of the Companies Act, 2013. Therefore the Directors of your company recommend to appoint Mr. Kandathil Ashok Kuriyan as an Independent Director of your Company for a term of 5 (five) consecutive years with effect from the date of the ensuing Annual General Meeting and that he shall not be liable to retire by rotation.

Number of Board Meetings held:

The Board of Directors duly met four times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

1. 30-05-2014

2. 24-07-2014

3. 21-10-2014

4. 30-01-2015

AUDIT OBSERVATIONS:

i) Statutory Auditors :

The Auditors, M/s. S R Mandre & Co., (Firm registration No 001962S), Chartered Accountants, were appointed as statutory auditors of the company for a period of three consecutive years at the Annual General Meeting held on 26th September, 2014, who shall hold office until the conclusion of the annual general meeting to be held for the financial year 2016-17. As per section 139 of the Companies Act, 2013, the appointment needs to be ratified at every annual general meeting by the members. Directors recommend for ratification of the appointment of auditors made on 26.09.2014.

The notes on financial statement referred to in the auditors report are self-explanatory and do not call for any further comments. The Auditors report does not contain any qualification, reservation or adverse remark.

Material changes and commitments, if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the company occurred from the end of the financial year 2014-15 till the date of this report. Further there was no change in the nature of the business of the company.

ii) Cost Auditors :

M/s. SBK & Associates (Membership No.15108), Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2015 by the Board of Directors. The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the due date of filing.

iii) Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

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

1. Specific areas in which R&D carried out by the Company

The Company has an ongoing programme on latex technology development and its related application to various products. Accordingly the Company has in the past launched new products such as dual deluxe mattress, contour pillow, hemorrhoid cushions and coccyx cushions.

2. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection pre-vulcanized latex is being adopted.

3. Foreign Exchange Earning and Outgo

Statutory particulars with regards to foreign exchange and outgo appear in the notes pertaining to the accounts.

EXTRACT OF ANNUAL RETURN :

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Remuneration Remuneration SI. No. Name Designation paid FY 2014-15 paid FY 2013-14 in lakhs in lakhs

1. Mr. Roy Mammen Managing 14.85 11.52 Director

2. Mr. Mammen Director 2.07 2.07 Philip corporate affairs

Increase in Ratio/Times per SI. No. Name remuneration Median of from previous employee year in lakhs remuneration

1. Mr. Roy Mammen 3.33 6.56

2. Mr. Mammen - 0.91 Philip

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company's Development and Implementation is provided elsewhere in this Annual Report in Management Discussion and Analysis as Annexure-C.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

BY ORDER OF THE BOARD For M.M.RUBBER CO. LTD.,

PLACE: BANGALORE ASHOK KURIYAN ROY MAMMEN DATE: 29.5.2015 Director Managing Director (DIN: 00081374) (DIN: 00077409)


Mar 31, 2014

Dear Members,

The directors have pleasure to present their report on the activities and the audited accounts of the company for the year ended 31st March 2014.

As members are aware there has been considerable slowdown in the economic activity in the country which has an adverse effect on the manufacturing sector. This negative trend also affected your company and thus the company during the year under report could not record any significant improvement in its turnover. Further there has been an all- round increase in costs resulting in the margin being eroded and company making higher loss during the year as compared to the previous year.

FINANCIAL RESULTS

The financial results of the company are as under:

Particulars For the Year For the 2013-2014 Previous Rs. in Lakh Year 2012 -2013 Rs.in Lakh

Profit before depreciation and interest -11.08 47.22

Less: Depreciation 12.95 12.80

Interest 61.44 60.63

74.39 81.42

Loss after depreciation and interest -85.47 -34.20

Less: Excess provision written Back 0.47 0.37

Loss or profit carried to balance sheet -85.00 -33.83

PROSPECTS FOR THE CURRENT YEAR

Keeping the current economic scenario and its possible adverse effect, your directors have initiated certain measures to rationalize the working the company, by concentrating more on its core foam products and exploring the possibility of enlarging the marketing of those products to in export market. Your directors are confident that with these measures your company could increase turnover in the coming year but also show better working results.

DIVIDEND

As the company is in the process of financial consolidation and in view of the loss for the year, your Directors are not recommending any dividend for the year.

DIRECTORS

M/s. Roy Mammen, Mammen Philip and Ashok Kuriyan retires by rotation at the ensuing General Meeting and eligible for re-appointment.

FIXED DEPOSITS

At the close of the year the matured deposit of Rs.17,000/- remains unclaimed. Your directors are taking steps to deal with the same in accordance with the new provision of Companies Act 2013.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

AUDITORS

M/s. S.R.Mandre & Co., Chartered Accountants, Bangalore who retires are eligible for re-appointment.

R & D EFFORTS AND TECHNICAL ABSORPTION

Details of R & D Efforts and Technology, Absorption are given in Form "B" hereunder.

1. Specific areas in which R & D carried out by the Company

The company has an ongoing programme on latex technology development and its related application to various products. Accordingly the company has in the past launched new products such as Dual Harmony mattresses and Medi bed.

2. Future Plan of Action

The company is in the process of rationalizing its distribution net work and such rationalization is expected to yield good results in the coming year.

3. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection use of pre-vulcanized latex is being adopted.

4. Foreign Exchange Earning and Outgo

Statutory particulars with regard to foreign exchange and outgo appear in the notes pertaining to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, on the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) That the Directors have selected the 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 year under review and of the Profit of the Company, for the year under review.

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 year ended 31st March 2014 on a "going concern" basis.

APPRECIATION

The Directors place on record their appreciation of the valuable contribution of the Company's bankers. The Directors take the opportunity to thank the customers, dealers and all employees for their continued co-operation

BY ORDER OF THE BOARD For M.M.RUBBER CO. LTD.,

PLACE: BANGALORE ASHOK KURIYAN ROY MAMMEN DATE: 30.5.2014 Director Managing Director


Mar 31, 2013

The directors have pleasure to present their report on the activities and the audited accounts of the Company for the year ended 31st March 2013.

During the year under report, there has been a recessionary trend in the Indian economy affecting the industrial activities including consumer sector activities. This trend also affected your company and the company recorded a negative growth as compared to the previous year. In addition, the prices of latex and other inputs consistently raised during the year resulting in lower margin especially from latex products which forms substantial portion of the company^ turnover. Thus the company had to report a loss for the year.

FINANCIAL RESULTS

The financial results of the company are as under:

Particulars For the Tear For the Previous 2012-2013 Year 2011-2012 Rs. in Lakhs Rs. in Lakhs

Profit before depreciation and interest 47.22 56.22

Less: Depreciation 12.80 14.89

Interest 60.63 60.78

81.43 75.65

Loss after depreciation and interest 34.20 19.40

Less: Current Tax 34.20 19.40

Less: Excess provision written Back 0.37 0.23

Loss carried to balance sheet 32.83 19.17

PROSPECTS FOR THE CURRENT TEAR

Your directors have started taking steps to rationalize its distribution network either by closing or merging wherever required in order to reduce costs and improve the quality of delivery. Your Directors are confident that these measures would help in company improving the margin and with the industrial scenario getting better in the coming year the turnover of the company would also improve and thereby the results for the next year would improve.

DIVIDEND

As the Company is in the process of financial consolidation and in view of the loss for the year, your Directors are not recommending any dividend for the year.

DIRECTORS

M/s. Jacob Mammen and Mammen Philip retire by rotation at the ensuing General Meeting and eligible for re-appointment.

FIXED DEPOSITS

At the close of the year the matured deposit of Rs. 17,000 remains unclaimed.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules 1975.

AUDITORS

M/s S.R. Mandre & Co., Chartered Accountants, Bangalore who retires are eligible for re-appointment

R&D EFFORTS AND TECHNICAL ABSORPTION

Details of R & D Efforts and Technology, Absorption are given in Form "B" hereunder.

1 .Specific areas in which R&D carried out by the Company

The Company has an ongoing programme on latex technology development and its related application to various products. Accordingly the Company has in the past launched new product such as Dual Mattresses, Hifi Mattresses, and in the process of expanding its ranges of products in spring and polyurethane, medibed etc.,

2. Future Plan of Action

The Company is in process of rationalizing its distribution network and such rationalization is expected to yield good results in the coming year.

3. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection use of pre-vulcanized latex is being adopted.

4. Foreign Exchange Earning and Outgo

Statutory particulars with regard to foreign exchange and outgo appear in the notes pertaining to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, on the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of accounts for the financial year ended 31 st March 2013, the applicable accounting standard have been followed, along with proper explanation relating to material departures.

b) That the Directors have selected the 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 year under review and of the loss of the Company, for the year under review.

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 year ended 31st March 2013 on a "going concern" basis.

APPRECIATION

The Directors place on record their appreciation of the valuable contribution of the Company''s bankers. The Directors take the opportunity to thank the customers, dealers and all employees for their continued co-operation.

The maintenance of cost records as prescribed for the year is applicable to your Company and the Company is maintaining such record for computation of cost in respect of all the products.

BY ORDER OF THE BOARD

For M.M.RUBBER CO. LTD.,

PLACE: BANGALORE MAMMEN PHILIP ROY MAMMEN

DATE: 30.05.2013 Director Managing Director


Mar 31, 2012

The directors have pleasure to present their report on the activities and the audited accounts of the company for the year ended 31st March 2012.

The economic slowdown in the country has adversely affected your company's performance also. On the one hand there has been unprecedented increase in input costs and at the same time there has been resistance for increase in the price of company's latex products. These factors have contributed to a large extent the decline in margin thus resulting in our company recording a small loss during the year. Your directors are taking all steps to rationalize the working of the company which may result in reduction in cost and improvement of margin.

FINANCIAL RESULTS

The financial results of the company are as under:

Particulars For the Year For the Previous 2011-2012 Year 2010-2011 Rs. Rs.

Profit before depreciation and interest 56.27 43.85

Less: Depreciation 14.89 12.01

Interest 60.78 23.25

75.67 35.26

Loss or profit after depreciation and interest (19.40) 8.59

Less: Current Tax -- 1.55

(19.40) 7.04

Less: Excess provision written Back 0.23 0.10

Loss or profit carried to balance sheet (19.17) 6.94

PROSPECTS FOR THE CURRENT YEAR

Keeping the current economic scenario and its possible adverse effect, your directors have initiated certain measures to rationalize the working of the company.

DIVIDEND

As the company is in the process of financial consolidation and in view of the loss for the year, your Directors are not recommending any dividend for the year

DIRECTORS

M/s. Ashok Kuriyan and Karun Philip retires by rotation at the ensuing General Meeting and eligible for re-appointment.

FIXED DEPOSITS

At the close of the year the matured deposit of Rs. 17,000/- remains unclaimed.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

AUDITORS

M/s. S.R.Mandre & Co., Chartered Accountants, Bangalore who retires are eligible for re-appointment.

R & D EFFORTS AND TECHNICAL ABSORPTION

Details of R & D Efforts and Technology, Absorption are given in Form "B" hereunder.

1. Specific areas in which R & D carried out by the Company

The company has an ongoing programme on latex technology development and its related application to various products. Accordingly the company has in the past launched new products such as Dual Mattresses, Hifi Mattresses, and in the process of expanding its range of products in spring and polyurethane, medibed etc.,

2. Future Plan of Action

The company is in the process of rationalizing its distribution net work and such rationalization is expect to yield good results in the coming year.

3. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection use of pre-vulcanized latex is being adopted.

4. Foreign Exchange Earnings and Outgo '

Statutory particulars with regard to foreign exchange and outgo appear in the notes pertaining to the accounts

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, on the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of accounts for the financial year ended 31 st March 2012, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) That the Directors have selected the 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 year under review and of the Profit of the Company, for the year under review.

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 year ended 31st March 2012 on a "going concern" basis.

APPRECIATION

The Directors place on record their appreciation of the valuable contribution of the Company's bankers. The Directors take the opportunity to thank the customers, dealers and all employees for their continued co-operation.

The maintainance of cost records as prescribed for the year is applicable to your company and the company is maintaining such record for computation of cost in respect of all the products.

BY ORDER OF THE BOARD For M.M.RUBBER CO. LTD

PLACE: BANGALORE ASHOK KURIYAN ROT MAMMEN

DATE: 27.07.2012 Director Managing Director


Mar 31, 2011

Ladies & Gentlemen,

The directors have pleasure to present their report on the activities and the audited accounts of the company for the year ended 31st March 2011.

The turnover for the year is higher as compared to previous year. However, on account of increase in input costs, the margins have declined resulting in reporting of lower profit during the year.

FINANCIAL RESULTS

The financial results of the company are as under:

Particulars For the Year For the Previous 2010-2011 Year 2009-2010

Profit as per Profit & Loss Account 8,58,965 53,86,619

Less: Short provision/excess provision of bonus of earlier years 10,197 5,554

8,48,768 53,92,173 Less: Provision for MAT 1,55,000 9,05,000

6,93,768 44,87,173

Add: Balance brought forward from previous year 1,36,73,831 91,86,658

Less : Prior Period Expenses 10,50,893 -

Surplus carried over to Balance Sheet 1,33,16,706 1,36,73,831

PROSPECTS FOR THE CURRENT YEAR

Your Directors taking into consideration, the volatility of rubber latex prices and its adverse impact, on the margin, have decided to expand its activities to other segments in the industry and accordingly are in the process of introducing spring and polyurethane cushion and mattresses. Hence your Directors are confident of improving the turnover and controlling the cost in an effective manner so that the profitability for the company is improved.

DIVIDEND

As the company is in the process of financial consolidation, your Directors are not recommending any dividend for the year.

DIRECTORS

M/s. Jacob Mammen and Mammen Philip retires by rotation at the ensuing General Meeting and eligible for re-appointment.

FIXED DEPOSITS

At the close of the year the matured deposit of Rs. 17,000/- remains unclaimed.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

AUDITORS

M/s. S.R. Mandre & Co., Chartered Accountants, Bangalore who retires are eligible for re-appointment.

R&D EFFORTS AND TECHNICAL ABSORPTION

Details of R & D Efforts and Technology, Absorption are given in Form "B" hereunder.

1. Specific areas in which R&D carried out by the Company

The company has an ongoing programme on latex technology development and its related application to various products and as a consequence during the year it successfully launched a product known as DUAL MATTRESSES. Further, the company is in the process of developing other products in spring, polyurethane etc.

2. Future Plan of Action

The company is planning to expand its production capacity in order to take advantage of increase in demand of natural rubber and home products.

3. Expenditure on R & D

The company during the year incurred an expenditure of Rs. 41.49 lakhs on development of new products and has deferred the same as per its accounting policies to be written off over a period of time.

4. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection use of pre-vulcanized latex is being explored.

5. Foreign Exchange Earnings and Outgo

Statutory particulars with regard to foreign exchange and outgo appear in the notes pertaining to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, on the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) That the Directors have selected the 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 year under review and of the Profit of the Company, for the year under review.

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 year ended 31st March 2011 on a "going concern" basis.

APPRECIATION

The Directors place on record their appreciation of the valuable contribution of the Company's bankers. The Directors take the opportunity to thank the customers, dealers and all employees for their continued co-operation. BY ORDER OF THE BOARD For M.M. RUBBER CO. LTD.,

ASHOK KURIYAN ROY MAMMEN Director Managing Director

PLACE : BANGALORE DATE : 19.07.2011


Mar 31, 2010

The Directors have pleasure to present their report on the activities and the audited accounts for the year ended 31st March 2010.

Your Directors are happy to report that the year under report has resulted in higher turnover as compared to the previous year.

WORKING OF THE COMPANY

During the year under review there has been unprecedented increase in the price of rubber latex, the major raw material component. This increase had adverse effect on the overall cost though the turnover increase marginally. The increase in cost of latex and other inputs resulted in the reduction of net profit of the year as compared to the previous year

FINANCIAL RESULTS

The financial results of the company are as under:

Rupees in lakhs

Particulars For the Year For the Previous

2009-2010 Year 2008-2009

Profit before depreciation and interest 70.61 105.06

Less: Depreciation 10.96 11.21 Interest 5.78 9.14

16.74 20.35

Profit after depreciation and Interest 53.87 84.71

Less: Short/excess provision of bonus of earlier years 0.06 (1.00)

53.93 83.71

Less: FBT Paid _ 2.10

53.93 81.61

Less: Provision for MAT 9.05 8.00

44.88 73.61

Add: Balance brought forward from previous year 91.85 18.25

Surplus Carried over to Balance Sheet 136.74 91.85

PROSPECTS FOR THE CURRENT YEAR

In view of Company adding on new products, your Directors are confident to increase the turnover in coming years and also post healthy profits.

DIVIDEND

As the Company is in the process of financial consolidation, your Directors are not recommending any dividend for the year.

DIRECTORS

Mr. Ashok Kuriayn retires by rotation at the ensuing Annual General Meeting and eligible for re-appointment.

FIXED DEPOSITS

At the close of the year the matured deposit of Rs. 17,000/- remains unclaimed.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Sectio.n 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

AUDITORS

M/s.S.R.Mandre & Co., Chartered Accountants, Bangalore who retires are eligible for re-appointment.

R&D EFFORTS AND TECHNICAL ABSORPTION

Details of R & D Efforts and Technology, Absorption are given in Form "B" hereunder:

1. Specific areas in which R&D carried out by the Company

The company has an ongoing programme on latex-technology development and its related application to various products and as a consequence during the year it successfully launched a product known as DUAL MATTRESSES.

2. Future Plan of Action

The company is planning to expand its production capacity in order to take advantage of increase in demand of natural rubber and home products.

3. Expenditure on R & D

Expenditure on in-house research and development has been shown under respective heads of expenditure in the Profit & Loss Account.

4. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection use of pre-vulcanized latex is being explored.

5. Foreign Exchange Earnings and Outgo

Statutory particulars with regard to foreign exchange and outgo appear in the notes pertaining to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, on the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of accounts for the financial year ended 31s March 2010, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) That the Directors have selected the 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 year under review and of the Profit of the Company, for the year under review.

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 year ended 31s March 2010 on a "going concern" basis.

APPRECIATION

The Directors place on record their appreciation of the valuable contribution of the Companys bankers. The Directors take the opportunity to thank the customers, dealers and all employees for their continued co-operation.

NOTE: The Directors at their meeting held on 29.7.2010 have authorized Mr. Ashok Kuriyan and Mr. Roy Mammen, Directors to sign this report on their behalf

ADDENDUM REGARDING QUALIFICATION IN AUDITORS REPORT

The Auditors in their report have qualified the following:

1. Non provision in the accounts for certain retirement benefits

2. Non ascertainment of impairment of assets

3. Valuation of inventories

Your Directors wish to clarify as under:

a) The company is in the process of ascertaining the acturial liability for gratuity and leave encashment. Pending such ascertainment the company is meeting the gratuity and encashment of leave liabilities as and when it arises in the individual cases and there are no unpaid liabilities on this account.

b) The Company had closed its BOPP Division and Glove Division in the earlier years and most of the fixed assets pertaining to those divisions have been disposed off in those years. The Company carries in its books the assets relatable to foam products. Pending ascertainment of realizable value or useful economic life of those assets, it has not been possible to quantify or provide for in the books towards loss on impairment of assets, if any.

c) The Company, in view of the new products introduced, is in the process of ascertaining revised cost of production for all the products dealt with by the Company, pending such ascertainment, the Company continued its policy of valuing the stock at net billing price of each product.

BY ORDER OF THE BOARD For M.M.RUBBER CO.LTD., PLACE:BANGALORE ASHOKKURIYAN ROYMAMMEN DATE:29.07.2010 Director Managing Director

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