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Directors Report of Rishiroop Rubber (International) Ltd. Company
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Directors Report of Rishiroop Rubber (International) Ltd.

Mar 31, 2014

The Members,

Rishiroop Rubber (International) Limited

The Directors are pleased to present the 24th Annual Report together with the Audited Financial Statements of your Company for the financial year ended on 31st March, 2014:

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2013-2014 2012-2013

Sales and Other Income 3737.29 4713.75

Profit before Interest, Depreciation and Tax 323.07 357.33

Less : Finance Cost 15.36 20.66

Depreciation/Impairment 80.46 102.60

Profit before Tax (PBT) 227.25 234.07

Less: Provision for Tax (Including Income Tax, Deferred Tax, etc.) 45.50 153.92

Profit after Tax (PAT) 181.75 80.15

Add/(Less): Balance Brought forward from the previous year (334.95) (415.10)

Loss carried forward to Balance Sheet (153.20) (334.95)

REVIEW OF OPERATIONS AND OVERALL PERFORMANCE

During the year under review, due to current economic and industrial scenario the total revenue has decreased from Rs. 4713.75 Lacs in the previous year to 13737.29 Lacs for the current year. The profit before Tax (PBT) for the year has decreased from Rs. 234.07 Lacs in the previous year to Rs. 227.25 Lacs in the current year. The profit after Tax (PAT) has increased from Rs. 80.15 Lacs in the previous year to Rs. 181.75 Lacs in the current year due to reduction in deferred tax liability.

Your company has awarded a contract in March-2014 for disposal of old equipments and related building structure at Ankleshwar factory in terms of the resolution passed by the Shareholders earlier.

DIVIDEND

Due to the accumulated losses, the Board of Director do not recommended any dividend for the year ended 31st March, 2014.

DIRECTORS

Mr. H B Jokhakar and Mr. H L Ohri resigned from the directorship of the company w.e.f. 2nd May, 2014. The Board of Directors took note of the same at their meeting held on 3rd May, 2014. The Board of Directors place on record its appreciation for the valuable services rendered by both Mr. H B Jokhakar and Mr. H L Ohri.

The Board of Directors at their meeting held on 3rd May, 2014 appointed Mr. Dilipkumar P Shah as an additional director of the company in the category of Non Executive Independent Director of the company. Mr. Dilipkumar P Shah holds office up to the date of the ensuing Annual General Meeting of the Company and is eligible for appointment. Your directors are seeking his appointment as regular Independent Director for a term of five consecutive years up to 2nd May, 2019. Details of the proposal for appointment of Mr. Dilipkumar P Shah are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 in the Notice of the 24th Annual General Meeting.

In terms of the Articles of Association of the Company Mr. M.K. Kapoor, Director of the Company is liable to retire by rotation at the ensuing general meeting of the Company and being eligible, offers himself for reappointment. The brief resume of the director and other information has been detailed in the Corporate Governance Report of the Company. Appropriate resolution for his re-appointment shall be placed for approval of the shareholders at the ensuing Annual General Meeting. The directors recommend his re-appointment as director of the Company.

As per Section 149 of the Companies Act, 2013 and SEBI Circular dated 17.04.2014, your directors are seeking appointment of Mr. H D Vakil as an Independent Director for a term of five consecutive years up to 31st March, 2019. Details of the proposal for appointment of Mr. H D Vakil are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 in the Notice of the 24th Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provision of Section 134(5) of the Companies Act, 2013 with respect to Director Responsibility Statement, it is hereby confirmed –

1) That in the preparation of the annual accounts for the financial year ended 31st March 2014; the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs and of the profit of the Company for the year ended 31st March 2014.

3) That the Directors have taken proper and suffcient 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.

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

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

CORPORATE GOVERNANCE

The Company has been practicing the principles of good Corporate Governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate report on the Corporate Governance and a certifcate from the statutory auditors of the Company regarding compliances of condition of Corporate Governance as stipulated under clause 49 of the listing Agreement with the Stock Exchange form part of this Annual report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The management discussion and analysis report forms part of the Annual Report in Compliance with Clause 49 of the Listing Agreement.

DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review. The provisions of Section 73 of the Companies Act, 2013 are thus not applicable to the Company.

AUDITORS AND AUDITORS REPORT

The Auditors M/s. Jayesh Dadia & Associates, Chartered Accountants, retire at conclusion of the ensuing Annual General Meeting and are eligible under Section 139 and 141 of the Companies Act, 2013 for re-appointment.

The Company has received confirmation from M/s. Jayesh Dadia & Associates, Chartered Accountants to the effect that their appointment if made, would be within the eligibility criteria prescribed under Section 139 and 141 of the Companies Act, 2013.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under Section 134(3) of the Companies Act,2013.

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

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure ''A'' forming part of the Report

PARTICULARS OF EMPLOYEES

The Company does not have any employee in respect of whom particulars in accordance with the provisions under Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are required to be given.

ACKNOWLEDGEMENTS

The Board wishes to place on record their sincere appreciation and gratitude to the various government authorities, bankers, customers, vendors, shareholders and all other stakeholders for their continued co-operation and generous support. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai M. K. Kapoor

Date: 23rd May, 2014 Chairman


Mar 31, 2013

To, The Members of Rishiroop Rubber (International) Limited

The Directors are pleased to present the 23rd Annual Report together with the Audited Financial Statements of your Company for the financial year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2012-2013 2011-2012

Sales and Other Income 4713.75 5862.02

Profit before Interest, Depreciation and Tax 357.33 623.36

Less: Finance Cost 20.66 21.26

Depreciation and Amortization Expenses 102.60 102.88

Profit before Tax 234.07 499.22

Less: Provision for Tax (Including Income Tax, Deferred Tax, etc.) 153.92 360.26

Prof it after Tax 80.15 138.96

Add/(Less): Balance brought forward from the previous year (415.10) (554.06)

Loss carried forward to Balance Sheet (334.95) (415.10)

REVIEW OF OPERATIONS AND OVERALL PERFORMANCE

During the year under review, the sales turnover has decreased from Rs. 5862.02 Lacs in the previous year to Rs. 4713.75 Lacs for the current year. The Profit before Tax (PBT) for the year is Rs. 234.07 as compared to Rs. 499.22 Lacs in the previous year. The Profit after Tax (PAT) for the year is Rs. 80.15 Lacs as compared to Rs. 138.96 Lacs in the previous year. The decrease in sales turnover as well as profit is due to current economic and industrial scenario, which has affected demand, prices and profitability of the Company''s products.

DIVIDEND

Due to the past accumulated losses, the board of Director do not recommended any dividend for the year ended 31st March, 2013.

DIRECTORS

In terms of the Article of Association of the Company Mr. H. L. Ohri and Mr. H. B. Jokhakar, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment. The brief resume of these directors and other information have been detailed in the Corporate Governance Report of the Company. Appropriate resolutions for their re-appointment shall be placed for approval of the shareholder at the Annual General Meeting. The directors recommend their re-appointment as directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provision of section 217(2AA) of the Act, with respect to Director Responsibility Statement, it is hereby confirmed -

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

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs and of the profit of the Company for the year ended 31st March 2013.

3) 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.

4) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate report on the Corporate Governance and a certificate from the statutory auditors of the Company regarding compliances of condition of corporate Governance as stipulated under clause 49 of the listing Agreement with the stock exchange(s) form part of this Annual report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The management discussion and analysis report forms part of the Annual Report in Compliance with Clause 49 of the Listing Agreement.

DEPOSITS

The Company has not accepted fixed deposits from the public during the period under review. The provisions of section 58A of the Companies Act, 1956 are thus not applicable to the Company.

AUDITORS AND AUDITORS REPORT

The Auditors M/s. Jayesh Dadia & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible under Section 224 (1B) of the Companies Act 1956 offer themselves for re-appointment. The Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.

The observations and comments given in the Auditors Report read together with the Notes to the Accounts are self explanatory and hence do not call for any further information and explanation under section 217(3) of the Companies Act,1956.

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

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are set out in Annexure ''A'' forming part of the Report

PARTICULARS OF EMPLOYEES

The Company does not have any employee in respect of whom particulars in accordance with the provisions under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employee) Rules, 1975 are required to be given.

ACKNOWLEDGEMENTS

The Board wishes to place on record their sincere appreciation and gratitude to the various government authorities, bankers, customers, vendors, shareholders and all other stakeholders for their continued co-operation and generous support. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Mahendra Kumar Kapoor

Date: 24lh May, 2013 Chairman


Mar 31, 2012

To,The Members, Rishiroop Rubber (International) Limited

The Directors are pleased to present the 22nd Annual Report along with the Audited Financial Statements of your Company for the financial year ended on 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs in Lacs)

Particulars 2011-2012 2010-2011

Sales and other income 5862.02 3587.24

Profit before Interest, Depreciation, and Tax 701.05 440.90

Less : Finance Cost 98.95 11.05

Depreciation/Impairment 102.88 166.72

Profit before Tax 499.22 263.13

Less: Provision for Tax (Including Income Tax, Deferred Tax, etc.) 360.26 (18.11)

Profit after Tax 138.96 281.24

Add/(Less): Balance Brought forward from the previous year (554.06) (835.30)

Loss carried forward to Balance Sheet (415.10) (554.06)

REVIEW OF OPERATIONS AND OVERALL PERFORMANCE

During the year under review, the Sales Turnover has increased to Rs 5787.17 Lacs as compared to 3492.12 Lacs in the previous year registering a 66% increase. The Profit before Tax (PBT) for the year is Rs 499.22 Lacs as compared to Rs 263.13 Lacs in previous year registering a 90% increase. However profit after tax (PAT) has decreased from Rs. 281.24 Lacs to Rs 138.96 Lacs due to tax adjustment made during the year.

In continuation of the strategy to focus on International trade, your company will continue to explore trade opportunities for supply of imported raw materials to various industries. However in view of the current state of the Indian Economy and slackening of demand for raw materials by the industry. Your Company's performance during current year may get affected.

The Shareholders of the Company has passed an Ordinary Resolution on 9th December, 2011 via postal ballot under section 293(1) (a) read with 192(A) of thr Companies Act, 1956 approving the Sale/Lease/Disposal of the whole or substantially the whole of the undertaking of the company situated at Ankleshwar Factory.

Since then the company has floated a tender to various parties for dismantling and disposing off the Equipments on as is where is basis. The offers from various parties are under negotiation.

DIVIDEND

In view of the past accumulated losses, the Directors have not recommended any dividend for the year ended 31st March, 2012.

DIRECTORS

Mr. M K Kapoor and Mr. H.D. Vakil, Directors of the Company, retire by rotation and being eligible offers themselves for re-appointment.

The brief resume of the above Directors is annexed in Notice of the Annual Report pursuant to Section 173(2) of the Companies Act, 1956 and in the Corporate Governance Report in compliance with Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs and of the profit of the Company for the year ended 31st March 2012.

3) 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.

4) Final accounts are prepared on a 'going concern' basis for the year ended 31st March 2012.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, your Company has taken all the necessary steps and initiatives to be in compliant with all mandatory requirements.

A separate report on the Corporate Governance along with the Auditor's Certificate on its compliance forms part of the Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The report forms part of the Annual Report in Compliance with Clause 49 of the Listing Agreement.

DEPOSITS

The Company has not accepted any deposits under section 58A of the Companies Act, 1956 from the public during the year under review.

AUDITORS AND AUDITORS REPORT

The Auditors M/s. Jayesh Dadia & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible under Section 224 (1B) of the Companies Act 1956 offer themselves for re-appointment. The Members are requested to consider their re-appointment for the current financial year 2012-2013 and authorize Board of Directors to fix their remuneration.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under section 217(3) of the Companies Act,1956.

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

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, are set out in Annexure 'A' forming part of this Report.

PARTICULARS OF EMPLOYEES

There were no employees during the year drawing remuneration more than prescribed under Section 217 (2A) of the Compa- nies Act, 1956.

ACKNOWLEDGEMENTS

The Board wishes to place on record their sincere appreciation and gratitude to the various government authorities, bankers, customers, vendors, shareholders and all other stakeholders for their continued co-operation and generous support. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai M. K. Kapoor

Date: 22nd June, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report, together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The Financial Result for the year together with corresponding figures for the previous year is summarized below :

2009-2010 2008-2009 (Rupees) (Rupees)

Sales and other income 13,82,70,415 8,74,29,137

Profit before Interest, Depreciation, and Tax 2,18,59,671 42,82,000

Less : Interest 4,00,035 4,63,776

Depreciation 1,06,08,132 1,06,36,906

Profit before Tax 1,08,51,504 (68,18,682)

Less : Provision for Tax (Including Income Tax, Deferred Tax, Fringe Benefit Tax etc.) 50,54,198 (1,30,035)

Profit after Tax 57,97,306 (69,48,717)

Add:-Deferred tax Adjustment 3,41,83,988 --

Profit / Loss after deferred tax of earlier year 3,99,81,294 (69,48,717)

Add / (Less) : Balance Brought forward from the previous year (12,35,11,209) (11,65,62,492)

Loss carried-forward to Balance Sheet (8,35,29,915) (12,35,11,209)

REVIEW OF OPERATIONS

During the year under review, your Company had substantially increased Sales Turnover to Rs. 1318,72 Lacs as compared to Rs.831.42 Lacs in previous year registering a 58% increase over last year. The net profit for the year is Rs. 57.97 Lacs as compared to a Loss of Rs. 69.49 Lacs last year.

Your Company intends to increase the Sales revenue by adding more items to trading activity during the current year. In view of the overall growth in the Indian economy, particularly strong growth in the rubber industry, your Company is hopeful of improving its performance during the current year.

DIVIDEND

In view of the past losses, the Directors do not recommend the payment of any dividend.

DIRECTORS

Mr. Arvind Kapoor was re-appointed as Managing Director of the Company for a period of 3 years from July 1,2007. The Board in its meeting held on May 31, 2010 has re-appointed him as Managing Director for a further period of 3 years w.e.f. July 1, 2010 on terms and conditions and remuneration as recommended by the remuneration committee subject to the approval of shareholders at the ensuing Annual General Meeting.

In accordance with Section 260 of the Companies Act, 1956, the Board of Directors of the Company appointed Mr. Hemant Vakil as an Additional Director of the Company with effect from May 10, 2010 to hold office till the conclusion of the forthcoming Annual General Meeting. The Company has received notice in writing under section 257 of the Companies Act, 1956, along with a requisite deposit, proposing his candidature for the office of Director liable to retire by rotation.

In accordance with the provisions of the Companies Act, 1956 and of the Articles of Association of Company, Mr. Mahendrakumar Kapoor retires from the office of director by rotation at the ensuing Annua] Genera) Meeting and being eligible offers himself for reappointment.

The brief resume of the above Director is given in Corporate Governance section of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956

As stipulated in Section 217 (2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2) 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 losses of the Company for that period;

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

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

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Auditors Certificate is separately given in the Annual Report.

DEPOSITS

The Company has not taken any fixed deposit from the public by invitation during the year under review.

AUDITORS

M/s. Jayesh Dadia & Associates, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received confirmation from them to the effect that their appointment if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act 1956.

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

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, are given in Annexure A to this Report.

PARTICULARS OF EMPLOYEES

Information as prescribed under Section 217(2A) of the Companies Act, 1956 ("the Act"), read with Companies (Particulars of Employees) Rules, 1975, amended from time to time forms part of this report. As per the provisions of Section 219(1 )(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and thankful acknowledgement for the continued assistance and co-operation received from various Government authorities. We also wish to place on record our appreciation to ICICI Bank and Bank of Baroda for their co-operation and support. The Board also wishes to thank the employees for their contribution and the shareholders for their continued support.

On behalf of the Board of Directors

Corporate Office:

65, Atlanta, Nariman Point, Mahendrakumar Kapoor

Mumbai- 400 021 Chairman

Dated: May 31, 2010



 
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