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Directors Report of Rubber Products Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 49TH Annual Report and the Audited Accounts of the Company for the year ended 31ST March, 2015.

FINANCIAL PERFORMANCE & REVIEW OF OPERATIONS:

The Company's sales revenue during the year under review was Rs. 1310.96 lacs as compared to Rs. 1927 41 lacs in the previous year. The Company has incurred loss in the Financial Year 2014-15 of Rs. 242.86 lacs. The export turnover of your Company during the financial year was Rs. 436.83 lacs compared to Rs. 584.27 lacs in the previous year.

FINANCIAL RESULTS

(Rs. in Lacs)

For the year ended

31 03,2015 31.03.2014

Sales 1310.96 1927.41

Profit/(Loss) before taxation (242.13) (10.75)

Less: Provision for Tax

(i) Deferred Taxation (0.73) (10.63)

Profit/(Loss) after tax (242.86) (0.12)

Balance brought forward from

previous year (507.07) (506.95)

Balance carried to Balance Sheet (749.93) (507.07)

FACTORS AFFECTING THE COMPANY'S AFFAIRS:

During the year under review, your Company has achieved a turnover of Rs. 13.10 Crores as against Rs. 19.27 Crores in the. previous year. The general economic stagnation has affected the Company's business to a great extent. In addition to this the increasing price of material has had its effects on the margins.

DIVIDEND:

In view of the loss incurred during the year under review, your Directors are not in a position to recommend any dividend for the year 2014-15.

REVIEW OF OPERATION:

A detailed review of the operations, performance and outlook of the Company and its business is given in the Management's Discussion and Analysis Report, which forms part of this Annual Report.

MERGER OF COSMOS (INDIA) RUBBER WORKS LIMITED:

Proposal of Merger of The Cosmos (India) Rubber Works Private Limited (COSMOS) with your Company is under consideratic of BIFR.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING TH FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEE THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

Your Directors in their meeting held on 5th August, 2014 have reconstituted its Audit Committee and adopted revised terms c reference in accordance with the provisions of Section 177 c the Companies Act 2013.

The Audit Committee consists of the following members.

a. Mrs. Sucharita R. Hegde

b. Mr. Ashok Shetty

c. Mr. F. S. Broacha

The above composition of the Audit Committee consists o independent Directors viz., Mr. Ashok Shetty and Mr. F. S. Broach; who form the majority.

The Company has estabiished a vigil mechanism and overseathe through the Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns, The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

RISK MANAGEMENT:

Pursuant to section 134 (3) in) of the Companies Act, 2013 the Board observed that at present the company has not identified any element of risk which may threaten the existence of the company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY

INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees or not made any investment covered under the provisions of section 186 of the Companies Act, 2013

REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO:

A CONSERVATION OF ENERGY

The Company continues to accord priority to energy conservation. Consistent efforts are being made for identifying the potential areas for energy saving. The Company continues to pursue energy optimization by means of improved operational methods.

B. TECHNOLOGY ABSORPTION

I) RESEARCH AND DEVELOPMENT (R&D):

1. Specific areas in which R & D carried out by the Company: Research & Development Department of the Company continued to provide valuable support for improvement in quality of existing products, development of new products and process for better productivity, quality and cost effectiveness.

2. Benefits derived as a result of the above R&D

* Improvement of quality/process/productivity

* Global acceptance of the products

* Reduction in production time

* Reduction in cost of the product

* Reduction in raw. material consumption

3. Future plan of action: The Company has planned to upgrade its existing plant and machinery and technologies to improve quality of the existing products acceptable to the international community with economical price.

4. Expenditure on R & D

(Rs. In Lacs)

Particulars 2014-15 2013-14

Capital 0.00

Recurring

Employee Remuneration 3.07 9.81

Total 8.07 9.81

Total R&D expenditure as a percentage of total turnover is 0.061 %.

II) TECHNOLOGY. ABSORPTION. ADAPTATION AND INNOVATION:

The Company is continuously taking steps to upgrade the technology from time to time to improve the existing products and develop new products with the object of providing economical and quality products Jo its customers.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has taken continuous efforts to increase its export turnover by exploration and development of new export market for its product.

The foreign Exchange earnings during the current year are Rs. 437.22 Lacs compared to Rs. 596.43 Lacs during the previous year.

The foreign Exchange outgo during the current year is Niil compared to Nil during the previous year.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Al! related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Please refer Annexure !.

DISCLOSURE UNDER THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL! RULES. 2014

There are no employees failing under the limits as defined under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY1N THEIR REPORTS

No separate comments on the Notes pointed out by the Auditors in their Report, have been given since all the notes are self-explanatory.

CORPORATE GOVERNANCE:

A report on Corporate Governance is attached as Annexure II to this report.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysts Report is attached as Annexure III to this report.

SUBSIDIARIES COMPANIES

The Company does not have any subsidiary.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During: the financial year ended 31st March, 2015, Four (4) Board meetings were held and these were in compliance with

the Companies: Act, 2013.

The maximum time period between two consecutive Board meetings was not more than one hundred and twenty days.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT— 9 shall form part of the Board's report. Annexure IV.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s. Sameer Apte & Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDITORS

M/s J, R. Jain & Co., Chartered Accountants, Statutory Auditors of the Company hotd office up to the conclusion of Annual Genera! Meeting of the Company which will be held in the FY 2017-18, subject to ratification of the same every year by the members of the Company. A certificate under section 139{1) of the Companies Act, 2013 regarding their eligibility for the proposed re- appointment has been obtained from M/s. J. R. Jain & Co.. Chartered Accountants. Your Directors recommend their re- appointment for the ratification of the members.

AUDITORS REPORT

There are adverse observations or qualifications in the Auditor s report for the year ending 31st March 2015. The auditors' report for the period has been annexed with this report and the comments made by the statutory auditors are self-explanatory.

DIRECTORS:

As per Section 149(13) of Companies Act, 2013 independent Directors are not liable to retire by rotation.

Mrs. Smita Shetty is liable to retire by rotation and is eligible to be re-appointed at the Annual General Meeting.

Except for the above, there has not been any change in the constitution of the Board of Directors of the Company since the last report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of the provisions of section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

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

(ii) 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 year and of the profit or loss of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2015 on a going concern basis.

(v) 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.

ACKNOWLEDGEMENT:

rhe Directors wish to place on record their appreciation of the continued co-operation the Company has received from various departments of the Central and State Government, Bankers, Financial Institutions, Auditors, Dealers and Suppliers and also acknowledge the contribution made by the employees and workers.

The Directors also wish to place on record their gratitude to the valued Customers, Members and investing Public for their continued support and confidence reposed in the Company.

On behalf of the Board of Directors For The Rubber Products Limited

Mrs. Smita Shetty Chairperson

Thane, 28th August, 2015








Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 48"'' Annual Report and the Audited Accounts of the Company for the year ended 31 * March, 2014.

FINANCIAL PERFORMANCE & REVIEW OF OPERATIONS:

The Company''s sales revenue during the year under review was Rs. 1927.41 lacs as compared to 1789.74 lacs in the previous year. The Company has incurred loss in the Financial Year 2013-14 of Rs. 0.12 lacs. The export turnover of your Company during the financial year was Rs. 584.27 lacs compared to Rs. 448.82 lacs in the previous year.

FINANCIAL RESULTS

(Rs. in Lacs) For the year ended 31.03.2014 31.03.2013

Sales 1927.41 1789.74

Profit/ (Loss) before taxation (10.75) (27.51)

Less: Provision for Tax

(i) Earlier year Taxation - -

(ii) Deferred Taxation (10.63) (9.57)

Profitf(Loss) after tax (0.12) (17.95)

Balance brought forward from previous year (506.95) (489.00)

Balance carried to Balance Sheet (507.07) (506.95)

FACTORS AFFECTING THE COMPANY''S AFFAIRS:

During the year under review, your Company has achieved a turnover of Rs. 19.27 Crores as against Rs. 17.89 Crores in the previous year. Your Company has put in efforts to go the extra mile in ensuring higher productivity and quality which helped out to increase sales and reduce the loss for the financial year 2013- 14.

During the financial year, the Company registered increase sales in all the customer segments i.e. domestic, retail and export. The general Economic stagnation has affected the Company''s business to a great extent, in addition to this the increasing price of material has had its effects on the margins.

REVIEW OF OPERATION:

A detailed review of the operations, performance and outlook of the Company and its business is given in the Management''s Discussion and Analysis Report, which forms part of this Annual Report.

MERGER OF COSMOS (INDIA) RUBBER WORKS LIMITED:

Proposal of Merger of Cosmos (India) Rubber Works Private Limited (COSMOS) with your Company is under consideration ofBIFR.

DIVIDEND:

In view of the loss incurred during the year under review, your Directors are not in a position to recommend any dividend for the year 2013-14.

REPORT ON CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUT GO:

Information in accordance with provisions of Section 217(1) (e) of the Companies Act, 1956, regarding Conservation of Energy, Technology Absorption, Research & Development, Foreign Exchange Earning and Outgo is attached as- Annexure I to this report.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee of your Company was in receipt of remuneration in excess of the limits i.e. Rs.5,00,000/- p.m. or Rs.60,00,000/- p.a. prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011.

None of the employees holds 2% or more of the equity shares of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31* March, 2014;

Hi) 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; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

CORPORATE GOVERNANCE:

A report on Corporate Governance is attached as Annexure II to this report.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public under Section 58Aof the Companies Act, 1956 during the financial year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report is attached as Annexure III to this report.

AUDITORS''REPORT:

The observations made in the Auditors'' Report read with the Notes forming part of Accounts are self-explanatory.

DIRECTORS:

As per Section 149(13) of Companies Act, 2013 independent Directors are not liable to retire by rotation.

Mrs. Sucharita Hegde is liable to retire by rotation and is eligible to be re-appointed at the Annual General Meeting.

Except for the above, there has not been any change in the constitution of the Board of Directors of the Company since the last report.

AUDITORS:

M/s J. R. Jain & Co., Chartered Accountants, the statutory auditors to the Company, retire at the 48th Annual General Meeting and being eligible, offer themselves for re-appointment. The Members are requested to appoint them as Auditors of the Company.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the continued co-operation the Company has received from various departments of the Central and State Government, Bankers, Financial Institutions, Auditors, Dealers and Suppliers and also acknowledge the contribution made by the employees and workers.

The Directors also wish to place on record their gratitude to the valued Customers, Members and investing Public for their continued support and confidence reposed in the Company.

For and on behalf of the Board of Directors Mrs. Smita Shetty Chairperson Thane, 5th August, 2014


Mar 31, 2010

The Directors are pleased to present the 44th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE & REVIEW OF OPERATIONS

The Companys sales revenue during the year under review was Rs. 1904.93 lacs as compared to Rs.2024.08 lacs in the previous year. The profit after tax increased marginally to Rs.5.18 lacs compared to Rs.5.10 lacs in the previous year. The export turnover of your Company during the financial year was Rs. 455.28 lacs compared to Rs. 595.29 lacs in the previous year.

FINANCIAL RESULTS

(Rs. in Lacs)

For the year ended 31.03.2010 31.03.2009

Sales 1904.93 2024.08

Profit before taxation (2.33) 8.56

Less: Provision for Tax

(i) Fringe Benefit Tax - 3.50

(ii) Earlier year Taxation

(iii) Provision for Loss on Investments 5.24 - due to Permanent diminution in value of investments

(iv) Deferred Taxation (12.77) (0.04)

Profft/(Loss) after tax 5.18 5.10

Balance brought forward from previous year (396.59) (401.70)

Balance carried to Balance Sheet (391.40) (396.59)



FACTORS AFFECTING THE COMPANYS AFFAIRS

The recession in the first half of the financial year affected the Order Booking position of the Company. The increase in raw material prices like Natural Rubber, Crude Oil and Carbon black have a direct impact on the cost of manufacture. While production of raw materials like Naturnal Rubber has been almost stagnant or went down in the last couple of years, demand has been increasing at 10-12% per year.

Another major setback to the Company is the demand for steel hoses from PSUs like SAIL, BALCO, NALCO etc. The PSUs have been shifting from rubber hoses to steel/composite hoses due to their durability and prices. Also there is stiff competition in hoses from countries like Turkey and Italy which has affected the international market. The weakening of the Indian Rupee against the dollar/euro has negatively affected the inflow of funds.

REVIEW OF OPERATION

A detailed review of the operations, performance and outlook of the Company and its business is given in the Managements Discussion and Analysis Report, which forms part of this Annual Report.

DIVIDEND

In view of the marginal profits during the year under review, your Directors are not in a position to recommend any dividend for the year 2009-10.

REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

Information in accordance with provisions of Section 217(1)(e) of the Companies Act, 1956, regarding Conservation of Energy, Technology Absorption, Research & Development, Foreign Exchange Earning and Outgo is attached as Annexure I to this report.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of your Company was in receipt of remuneration in excess of the limits i.e. Rs.2,00,000/- p.m. or Rs.24,00,000/- p.a. prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

None of the employees receive remuneration in excess of that drawn by the Managing Director nor does hold 2% or more of the equity shares of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010;

iii) 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; and

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

CORPORATE GOVERNANCE

A report on Corporate Governance is attached as Annexure II to this report.

PUBLIC DEPOSITS

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report is attached as Annexure III to this report.

AUDITORS REPORT

The observations made in the Auditors Report read with the Notes forming part of Accounts are self-explanatory.

DIRECTORS

Mr. F. S. Broacha and Mr. Ashok Shetty are liable to retire by rotation and are eligible to be re-appointed at the Annual General Meeting.

Except for the above, there has not been any change in the constitution of the Board of Directors of the Company since the last report.

AUDITORS

M/s J. R. Jain & Co., Chartered Accountants, the statutory auditors to the Company, retire at the 44th Annual General Meeting and being eligible, offer themselves for re-appointment. The Members are requested to appoint them as Auditors of the Company.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the continued co-operation the Company has received from various departments of the Central and State Government, Bankers, Financial Institutions, Auditors, Dealers and Suppliers and also acknowledge the contribution made by the employees and workers.

The Directors also wish to place on record their gratitude to the valued Customers, Members and investing Public for their continued support and confidence reposed in the Company.

For and on behalf of the Board of Directors

Mrs. Smita H. Shetty Chairperson Thane, 27th July, 2010

 
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