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Directors Report of Rubfila International Ltd.

Mar 31, 2015

The Directors have pleasure to present their 22nd Annual Report and the audited Annual Accounts for the year ended 31st March 2015.

Financial Results

Year ended 31st March, 2015 Year ended 31st March, 2014 [Rs in lakhs) (Rs in lakhs)

Total Income 16905.93 13132.80

Profit before Depredation 2274.42 1704.76

Profit before Tax 2001.32 1397.27

Profit after tax 1358.87 928.85

EFS (face value Rs. 5) Rs. 3.14 Rs. 2.15

Performance Review

Your company has continued to grow this year aIso and has achieved an all time high performance in its history as far as turnover and profits are concerned. . The gross revenues touched Rs. 16905.93 Lacs, 28.73 % more than last year whereas profit before depreciation and taxes touched Rs.2274.61 Lacs , 33.70 % higher compared to previous year. The earnings per equity share (face value Re, 5} for the year increased to Rs. 3.05 from Rs,2,14 in the previous year. It is to be noted that the company had achieved better performance for the year irrespective of the challenges which existed in the market. The com pa n y h as been following prudent financial management and has operated this year also with no debt support from any institutions,

Dividend

Your Directors have recommended a dividend of 15% (Re.0.75 per Share of face value Rs, 5/-) for the year, (as against 12% for the previous year ended 31st March, 2014), subject to the approval of the shareholders at the ensuing Annual General Meeting. This will result in total payout for the year 2014-15 (including Dividend Distribution Tax) of Rs. 390.13 Lacs. (Rs. 303,38 Lacs in 2013-14). An amount of Rs. 68.00 Lacs has been transferred to General Reserve as per the provisions of Companies Act, 2013,

Capital Expenditure

As on 31st March 2015, The gross fixed assets of the company stand at Rs.7270.04 Lacs and net fixed assets Rs 2874.3 7 Lacs. Capital additions during the year amounted to Rs.360.23 Lacs, which include addition to Building for Rs. 123.44 Lacs, Plant & Machinery and other assets amounting to Rs.236.79 Lacs.

Future Prospects

The rubber thread industry witnessed highly volatile situations in the past year due to a variety of factors like over capacity in the Indian and international market, latex price fluctuations etc. The challenges continue to remain in the medium term in view of the highly volatile latex prices in India compared to very low prices existing in Malaysia and Thailand. The steps taken by the government to safeguard the interests of rubber growers has aggravated the situation with the Indian latex prices reaching almost the double that of international prices. This has led to large volume of imports of threads into the country putting pressure on the pricing. Rubbia continues to enjoy a dominant position in the Indian market even as its presence in the international market is also growing.

The installed production capacity of the Company has grown from 6350 MT to 11500 MT per annum by 2014. In addition to this, the company has also entered into exclusive manufacturing arrangement with M/s. Abhisar Build well P Ltd., the second largest manufacturer of Rubber threads in India and thus has got a total capacity of 15500MTperannum at its disposal.

The year 201 5-16 will be the first year when all the above mentioned capacity would be available on a full year basis and the company expects to achieve a better turnover this year.

Directors1 Responsibility Statement

The Directors report that

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgment* 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 that period.

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

v. The Directors, have laid down internal financial controls to be followed by the company and that subinterval financial controls are adequate and are operating effectively.

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

Listing on Stock Exchanges

Your Company's shares are listed on the Bombay stock exchange. During the year under review, your company's share price had touched Rs.52,BG per equity share. The Shan- price quoted at BSE at the closing on 31.03.2015 which was Rs.38.40 against the closing price of Rs. 17.40 on31,03.2014.

Corporate Governance

As required by Clause 4 9 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis, and the Auditor's Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

Declaration on Independent Directors

The Independent Directors Mr.Samir K. Shah (DIN 01 714717), Mr.S.N.Rajan (DIN 00105864), Mr, Patrick M Davenport (DIN 00962475) and Ms.R.Chitra (DIN 01560585):

(a) in the opinion of the Board, are persons of integrity and possess relevant expertise and experience;

(b) (i) who were not promoters of the company or its holding, subsidiary or associate company

(ii) who are not related to Promoters or Directors in the company, its holding, subsidiary or associate Company;

(c) who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their Promoters or Directors, during the two immediately preceding financial years or during the current financial year;

(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their Promoters, or Directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) Who, Neither himself nor any of his relatives-

i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to he appointed;

ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed.

(A) a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii] holds together with his relative two per cent, or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its Promoters, Directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or who possesses such other qualification as may be prescribed.

Particulars of Loans, guarantees or in vestments

Your company has not directly or indirectly

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provide security i n connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate

d) exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its- free reserves and securities premium account whichever is more.

Deposits

Our company has not accepted any deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (acceptance of Deposit)Rules, 2014 and no amount remain unpaid or unclaimed as at the end of the period under review.

Related Party Transactions

A detailed report on contracts and arrangements made during the year 2014-1 5, being arm's length transactions have been reported and annexed hereto in Form AOC 2.

Conservation of Energy, technology absorption, foreign exchange earnings and outgo Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report.

Corporate Social Responsibility:

Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. We believe and act on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone. This is the cornerstone of our CSR policy.

The CSR activities were overseen by a committee of Directors comprising of Mr. Bharat J. Dattani, Mr. S.N. Rajan and Mr.G Krishna Kumar on a regular basis.

During the year Company has spent Rs.21.02 Lacs towards CSR expenditures. The areas in which amounts spent are palliative care, infrastructure development for charitable societies , financial assistance to the needy in the society, contribution to the dialysis centre and other public health sector for treatment. A report on the Corporate Social Responsibility activities is annexed to this report.

Directors

The Board is comprised of Non-Executive Chairman, Managing Director (Executive), four Non-Executive Promoter Directors and four Non-executive Independent Directors. Detailed composition of the Board and its subcommittees are enumerated in the Corporate Governance Report forming part of this Annual Report. In accordance with the Companies Act, 2013, Mr. Dhiren S. Shah (DIN 01149436), and Mr.Hardhik B Patel (DIN 00590663) retire by rotation and being eligible offer themselves for reappointment. Mr.Samir K.Shah (DIN 01714717) Mr.S.N.Rajan (DIN 00105864) and Mr, Patrick M Davenport (DIN 00962475) were appointed as Independent Directors as per provisions of Companies Act, 2013, though they were already Independent Directors under listing agreement. In order to comply with the provisions of the Companies Act, 2013, your company also appointed Mrs. R.Chitra (DIN 015605B5) as an Independent Director to comply with the condition of having a Woman Director. Your Directors recommend the appointment of these four Independent Directors for a period of Five years from the date of appointment

During the year 2014 - 1 5 four Meetings of the Board of Directors were held. Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors, has carried out an annual performance evaluation of its own, Sub- Committees of Board and individual directors, based on the criteria laid down in the Nomination Remuneration and Evaluation Policy of the Company.

As per the provisions of Section 2 (51) and Section 203 of the Companies Act, 2013 Company has named Mr.G.Krishna Kumar (Managing Director), Mr.N.N. Parameswaran (Chief Finance Officer & Company Secretary) as the Key Managerial Personnel (KMP) of the Company.

Auditors

M/S Mohan & Mohan Associates., Chartered Accountants, Thiruvananthapuram Statutory Auditors of the Company will retire at the forth coming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013. it is proposed to re-appoint them as Statutory Auditors for the financial year 2015-16 from the conclusion of this Annual General Meeting rill the conclusion of the next Annual General Meeting, subject to the approval of shareholders. M/S Mohan & Mohan Associates have given necessary Certificate as per Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

Secretarial Audit

Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexure to this report.

Management Reply to the observations of the Secretarial Auditor in their report,

1, Even though there was one day delay in transferring the dividend amount to the Bank Account, the dividend was paid to the shareholders in time.

2. Advertisement in the newspaper about the book- closure was an inadvertent omission and company has taken note of this.

3. Non-filing of Form 5 INV is an inadvenenr omission and steps are taken to file the Form.

4. The Board of Directors in its meeting held on 28/10/201 3 noted the expiry of the term of Managing Director. As it would take some more time to finalize the terms and conditions of appointment of Managing Director he was requested to continue his office. Subsequently,, the terms and conditions of the appointment of Managing Director were finalized and the Board Meeting he Id on 2 6th May, 2014 appointed him as the Managing Director of the Company with retrospective effect.

Cost Audit Compliance

M/s. Ajith Sivadas & Co, Cost Accountants was appointed as Cost Auditors for the year 2014-15 and a resolution for ratification of the appointment and remuneration payable is included in the N of ice of Ann ual General Meeting.

Disclosures:

Information Pursuant to Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014. in terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has no employee drawing salary exceeding Rs. 60.00 lacs per annum or Rs. 5.00 lakhs per month during the year under review. Company is not paying any commission to the Directors.

Vigil Mechanism /Whistle Blower Policy

The company has established vigil mechanism and adopted whistle blower policy which protects persons who uses the mechanism from victimization. The Policy is posted inutile website of the company.

Risk Management Policy:

The Company has set up a robust risk management framework to identify, monitor and minimize risk and also to identify business opportunities. The Audit Committee also functions as the Risk Management Committee.

Disclosure under the Sexual Harassment of Women at Workplace {Prevention, Prohibition and Redressal) Act, 2013 Company has not received any complaint under the Sexual Harassment of Women at work place (Prevention and Redressal) Act, 2013.

Status of Employees Stock Option Scheme {E SOS) : Employees Stock Option Scheme (ESOS) was approved by the members in the last Annual General Meeting held on 12-08-2014, No options have been granted or vested during the year 2014-15.

Change in the Nature of Business, if any

Tin ere was no change in the nature of business of the Company during the Financial Year 2014-15.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between t he end of t he Financial Yea r of 1 he Com pa ny to which the 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 and the date of report.

Significant or Material Orders passed by Regulators / Courts Tribunals

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Subsidiaries, Joint Ventures and Associate Companies

The Company do not have any Subsidiaries, Joint Ventures and Associate Companies

Internal Financial Controls

The Company has established adequate internal control system which is commensurate with its nature and volume of operations- Extract of Annual Return

The Extract of Annual Return in Form No.MGT-9 as per

Section 1 34 (3) (a) of the Companies Act, 2013 is annexed hereto and forms part of this report,

Appreciation

Your Directors acknowledge with gratitude the co- operation and assistance given by M/s. Rubpro Sdn, Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, M/s. Integrated Enterprises India Ltd, Banks, and other agencies of the Central and State government.

Your Directors also wish to place on record the sincere appreciation of services rendered by the employees at all the levels towards your company's success during the year under review and shareholders for their active support and co-operation.

Bharat J, Patel

DIN 01100361

Kanjikode Chairman

07/06/2015


Mar 31, 2014

Dear members,

The Directors have pleasure to present their 21st Annual Report and the audited Annual Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 31-03-2014 31-03-2013

Total Income 13,238.80 10,595.90

Profit before depreciation 1,704.75 1,628.28

Profit before Tax 1,397.26 1,348.55

Profit after Tax 928.85 1,329.97

PERFORMANCE REVIEW

During the year under review, the Company achieved a turnover of Rs. 13,238.80 lacs, in place of Rs.10,595.90 lacs posted for the previous year. Out of this Rs.12,037 lacs is contributed by the sales in the domestic market and Rs.1201.80 lacs by the overseas markets. The year under review also witnessed a stable growth in the over all operations of the Company, through careful planning of operations, controlling expenditure and prudent financial management practices. The order position for the company continues to be encouraging and it is hopeful of sustaining the good performance in the coming years too.

The expansion plan of the Company for putting up two more production lines has been completed during the year 2013- 14 and the commercial production started on 1st April 2013 and 26th March, 2014. It is noteworthy here to mention that the entire project cost has been funded from internal sources.

DIVIDEND

In view of the sufficient distributable profit during the year under review, the Board of Directors has recommended a dividend of 12% ( 60 Ps per share of face value Re.5/-) for the year, subject to the approval of the shareholders at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis, and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

DIRECTORS

Mr.Bharat J Patel and Mr.Samir K. Shah, Directors, retire by rotation and being eligible offer themselves for reappointment.

AUDITORS

M/s. Mohan & Mohan Associates, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

INDUSTRIAL RELATIONS

The Industrial Relations climate continues to remain harmonious and congenial. Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees at all levels.

Introduction of Employee Stock Option Scheme (ESOP) :-

The Company is proposing to introduce an Employee Stock Option Scheme to attract, retain and motivate qualified, talented and competent personnel for the business operations of the organization. The scheme would be titled as "Rubfila - Employee Stock Option Scheme - 2014" ("RUBFILA ESOS-2014"). The proposal was considered by the Board at its meeting held on 26/05/2014 and the same will be implemented subject to the approval by the members in the ensuing Annual General Meeting.

STATUTORY DISCLOSURES

Directors'' Responsibility Statement

The Directors report that

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) 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 profit and loss account of the company for that period.

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

GROUP COMPANIES

As per SEBI (Substantial Acquisition of Shares and Takeover) Regulation - 1997 as amended by SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, the following are the Group Companies falling within the regulations 3 (1) (e) (i):-

a) Rubpro Sdn. Bhd.; Malaysia

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of requirements of section 217 (1) (e) of the Companies Act, 1956 are set out in the Annexure in the prescribed form forming part of this report.

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1973.

Your Company does not have any employee in respect of whom information under Section 217 (2A) of the Companies Act, 1956 as amended, is required to be annexed.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the period under review and has no overdue or unclaimed deposits of any kind.

APPRECIATION

Your Directors acknowledge with gratitude the co- operation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, M/s. Integrated Enterprises India Ltd, Punjab National Bank, and other agencies of the Central and State government. Your Directors also wish to place on record sincere appreciation to the devoted and dedicated services rendered by the employees at all the levels towards your company''s success during the year under review and shareholders for their active support and co-operation

For and on behalf of Board of Directors

Bharat J.Patel Chairman

Palakkad 26/05/2014


Mar 31, 2013

The Di rectors have pleasure to present their 20th Annual Report and the audited Annual Accounts for the year ended 31st Maroh2013.

FINANCIAL RESULTS

Particulars 31-03-2013 31-03-2012

Total Income 10595.90 10092.84

Profit before depreciation 1628.28 1269.18

Profit before exceptional items & Tax 1348.55 992.05

Exceptional items - 2285.05

Profit before Tax 1348.55 3277.10

Profit after Tax 1329.97 3277.10 PERFORMANCE REVIEW

During the year under review, the Company achieved a

turnover of Rs. 10595.901 akhs, a growth of 4.98% over the sales of the previous year. Out of this Rs. 9893.65 lacs came from the Sales in the domestic market and Rs.702.25 lacs in the overseas markets. The Company, through careful planning of operations, controlling expenditure and prudent financial management practices could achieve a better profitability in the year under review. The order position for the company continues to be encouraging and it is hopeful of sustaining the good per for ma nee i n the co mi ng years too.

In view of the encouraging trend in the rubber thread market, the company had undertaken its expansion plan for putting up two more lines and the commercial production of the third line has commenced during the year 2013-14. The project for putting up the fourth line is in underway and the plant is expected to get completed by the 4th quarter of this financial year. The cost of the putting up the third line has been funded entirely from internal sources and the company hopes to fund the entire cost for the fourth line also internally.

DIVIDEND

In view of the excellent performance during the year under review, the Board of Directors has recommended a dividend of 12% (60 P s per share of face value Re.5/") for the year, subject to the approval of the shareholders at the ensuing Annual General Meeting. It is to be mentioned that this is the maiden dividend from the company 19 years after coming out with Point the year 1994.

occipital EXPENDITURE/EXPANSION PLAN

As explained early, the Company has completed the expansion project for putting up the third production line and the total cost of the project was Rs. 920 Lacs towards

Piant and machinery and Buildings. Out of this, an amount of Rs. 847.69 lakhs has already been spent and the Commercial production has started this year. The Company is also planning to add one more line which is expected to be completed during the fourth quarter of the financial year 2013 -14.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, management Discussion and Analysis, and the Auditor s Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

DIRECTORS

Mr.B harat J Dattani and IVIr.Thomas Calton Thompson III, Directors, retire by rotation and being eligible offer the m selves for reappoi ntment.

AUDITORS

M/s. Mohan & Mohan Associates, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

INDUSTRIAL RELATIONS

The Industrial Relations climate continues to remain harmonious and congenial. Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees at a 11 levels.

STATUTORY DISCLOSURES

Directors Responsibility Statement The directors report that

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) 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 profit and loss account of the company for that period.

iii) The Di rectors have taken pro per 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 have prepared the annual accounts on a going concern basis.

GROUP COMPANIES

As per SEBI (Substantial Acquisition of Shares and Takeover) Reg- ulation 1997 sanded by SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002 , the following are the Group Companies fa11ing within the regulations 3

a) Rubpro Sdn. Bhd., Malaysia Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of requirements of section 217 (1) («) of the Companies Act, 1956 are set out in the Annexure in the prescribed form forming part of this report.

Information as per Section 217 (2 A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1973.

Your Company does not have any employee in respect of whom information under Section 217 (2A) of the Companies Act, 1956 as amended, is required to be annexed.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the period under review and has no overdue or unclaimed deposits ofany kind.

APPRECIATION

Your Directors acknowledge with gratitude the co'' operation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia , Kerala State Industrial Development Corporation Ltd, IVI/s. Integrated Enterprises India Ltd, Punjab National Bank, and other agencies of the Central and State government. Your Directors also wish to place on record sincere appreciation to the devoted and dedicated services rendered by the employees at all the levels towards your company s success during the year under review and share holders for their active support and cooperation

For and on behalf of Board of Directors

Bharat J.Patel

Chairman

Mumbai

9" May, 2013


Mar 31, 2012

The Directors have pleasure in presenting the Nineteenth Annual Report of the operations of the Company and the Audited Financial Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS: ( in Rs. Lakhs)

Particulars 31.03.2012 31.03.2011

Gross Sales / Income from Operations 10092.84 8233.51

Less: Excise Duty (436.70) (313.32)

Net Sales / Income from Operations 9656.14 7920.19

Other Income 111.59 23.47 Total Expenditure (Excluding Interest, Depreciation and Preliminary Expenses) 8497.50 7458.39

Depreciation 277.13 276.39

Profit from Operations 993.10 208.88

Prior Period Expenses (Net) 1.06 (5.90)

Exceptional Items 2285.05 0.00

Net Profit( ) / Loss (-) after extra ordinary items 3277.10 214.77

PERFORMANCE: (in Rs. Lakhs)

Particulars 31.03.2012 31.03.2011

Domestic Sales 8737.10 7395.16

Export Sales 834.60 442.92

Operating Profit / (Loss) 1270.24 491.29

During the year under review, the company achieved a gross turnover of 10092.84 lakhs, a growth of 23% over the sales of the previous year. Out of this, 9258 lakhs came from the sales in the domestic market and Rs. 835 lakhs was from the sales in the overseas markets.

The company, through a series of stringent management initiatives in rationalizing the operations, could achieve a higher sales and higher profitability in the year. Even though the Indian market for rubber threads saw a steady growth this year also in line with the trends in the past few years, it was not bereft of any turbulences. Your company faced issues like slowdown fears among the customers, stretched payment cycles etc. But irrespective of these factors and increased competition, your company continued to be successful in holding on to its market share during the year under review. In the export front, the company catered mainly to its regular customers who procure niche products. The company intends to expand the manufacturing capacity with an idea to target more of exports market. Your company follows prudent financial management practices and completed another

year of operations without any support for working capital from the financial institutions. In addition to that, your company was prudent to invest funds resulting in increased earnings.

BIFR PROCEEDINGS

The Company had submitted a fully tied up Draft Rehabilitation Scheme (DRS) which was approved by BIFR in the hearing held on 5th September 2011 and the directions had been complied with subsequently. The company is happy to announce that the net worth of the Company has turned positive and process has been initiated to delist the company from the BIFR.

DIVIDEND

In view of the inadequate distributable surplus during the year, your Board regrets that the Company is not in a position to pay dividend.

AUDIT COMMITTEE

The Audit Committee had continued its deliberations during the year under review. The accounts for each quarter were reviewed by Audit committee before

placing before the Board. The observations of Internal and Statutory Auditors were also discussed during the review meetings.

CORPORATE GOVERNANCE The management discussion and analysis report and the compliance of recommendations on corporate governance are annexed to this report.

DIRECTORS

Mr. Dhiren S Shah and Mr.Patrick M Davenport, Directors retire by rotation and being eligible offer themselves for reappointment. Mr. M Jayabalan resigned from the Board with effect from 28/12/2011 and the board accepted the resignation with due appreciation to the services rendered by him.

The Board decided to pay Sitting Fee @ Rs. 20,000/- per Board meeting attended and Rs. 5,000/- per meeting for any committee meeting thereof.

AUDITORS

M/s. Mohan & Mohan Associates, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting.

INDUSTRIAL RELATIONS

The Industrial Relations climate continues to remain harmonious and congenial. Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees at all levels. STATUTORY DISCLOSURES DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2)(AA) OF THE COMPANIES (AMENDMENT ACT 2000)

The Board of Directors Report -

1) that in the preparation of the annual accounts, 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 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 or loss of the company for that period.

3) that the Directors had 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 for preventing and detecting fraud and other irregularities.

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

GROUP COMPANIES

As per SEBI (Substantial Acquisition of Shares and Takeover) Regulation - 1997 as amended by SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, the following are the Group Companies falling within the regulations 3 (1) (e) (i):-

a) Rubpro Sdn. Bhd.; Malaysia CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of requirements of section 217 (1) (e) of the Companies Act, 1956 are set out in the Annexure in the prescribed form forming part of this report. INFORMATION AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1973.

Your Company does not have any employee in respect of whom information under Section 217 (2A) of the Companies Act, 1956 as amended, is required to be annexed.

FIXED DEPOSIT

The Company has neither accepted nor renewed any deposits during the period under review and has no overdue or unclaimed deposits of any kind. APPRECIATION

Your Directors acknowledge with gratitude the co- operation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, Punjab National Bank and other agencies of the Central and State government. Your Directors also wish to place on record sincere appreciation to the devoted and dedicated services rendered by the employees at all the levels towards your company's success during the year under review and shareholders for their active support and co- operation

For and on behalf of Board of Directors

Bharat J.Patel

Chairman

Mumbai

05/07/2012


Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report of the operations of the Company and the Audited Financial Accounts of the Company for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS: ( Rs. In lacs)

Particulars 31.03.2010 31.03.2009

Net Sales / Income from

Operations 5159.50 3735.87

Other Income 108.03 81.30

Total Expenditure

(Excluding Interest,

Depreciation and

Preliminary Expenses) 4715.99 3450.71

Interest 0 631.28

Depreciation 274.34 273.35

Preliminary & Deferred

Revenue Expenditure 6.03 6.03

Prior Period Expenses (Net) (47.30) 399.29

Waiver of Loan & Interest (1940.79) -

Net Profit( + )/Loss (-)

after extra ordinary items 2259.26 (943.50)

PERFORMANCE:

During the year under review, the company could achieve a turnover of Rs. 5159.50 lacs comprising of Rs 4841.38 lacs from the Domestic Sales and Rs. 318.12 lacs from the Exports. The company could achieve a higherturnoveras compared to the previous year due to increased demand in the rubber thread market. The Company could increase the capacity utilization and could post a profit of Rs.277.20 Lacs from operations. The company had negotiated with the Banks and settled the dues to them through an OTS (One-time Settlement) scheme through internal accruals as well by obtaining Unsecured Loans. After settling the dues with each bank, the balance in the outstanding of Principal and Interest amounting to Rs. 1940.79 lacs was added back to the Profit and Loss Account. This was considered as an extraordinary item, which along with the profit from the operations resulted in a Net Profit of Rs.2259.26 Lacs.

BIFR Proceedings

As directed by BIFR, the Company had submitted a fully tied up Draft Rehabilitation Scheme (DRS) on 2nd April 2010 and the Joint Meeting convened by Punjab National Bank, the Operating Agency ( OA) for the company, was held on 30th April 2010.

DIVIDEND

In view of the inadequate distributable surplus during the year, your Board regrets that the Company is not in a position to pay dividend.

AUDIT COMMITTEE

The Audit Committee had continued its deliberations during the year under review..The accounts for each quarter were reviewed by Audit committee before placing before the Board. The observations of Internal and Statutory Auditors were also discussed during the review meetings.

CORPORATE GOVERNANCE

The management discussion and analysis report and the compliance of recommendations on corporate governance are annexed to this report.

DIRECTORS

Mr. BharatJ Patel, Mr.BharatJ Dattani and Mr.Samir K. Shah, Directors retire by rotation and being eligible offer themselves for reappointment.

Mr. Vijay Lachmandas resigned from the Board and the Board places on record its appreciation for the services rendered by Mr. Vijay Lachmandas.

Kerala State Industrial Development Corporation Ltd (KSIDC) has appointed Mr.K. Suresh Kumar as their Nominee Director in the Board of the Company.

AUDITORS

M/s.Mohan & Mohan Associates, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting.

INDUSTRIAL RELATIONS

The Industrial Relations climate continues to remain harmonious and congenial. The Management and the Trade Unions entered into a wage settlement agreement for a period of 3 years till 31st March 2011. Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees at all levels.

STATUTORY DISCLOSURES

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2)(AA) OF THE COMPANIES (AMENDMENT ACT 2000)

The Board of Directors Report -

1) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2) that the Directors have selected such accounting pol icies and applies 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 or loss of the company for that period.

3) that the Directors had 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 for preventing and detecting fraud and other irregularities.

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

GROUP COMPANIES

As per SEBI (Substantial Acquisition of Shares and Takeover) Regulation - 1997 as amended by SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, the following are the Group Companies falling within the regulations 3 (1) (e) (i) :-

a) Rubpro Sdn. Bhd.; Malaysia

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

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of requirements of section 217 (1) (e) of the Companies Act, 1956 are set out in the Annexure in the prescribed form forming part of this report.

INFORMATION AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1973.

Your Company does not have any employee in respect of whom information under Section 217 (2A) of the Companies Act, 1956 as amended, is required to be annexed.

FIXED DEPOSIT

The Company has neither accepted nor renewed any deposits during the period under review and has no overdue or unclaimed deposits of any kind.

APPRECIATION

Your Directors acknowledge with gratitude the cooperation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, M/s. Integrated Enterprises India Ltd, The ICICI Bank Ltd, Punjab National Bank, The Catholic Syrian Bank Ltd and other agencies of the Central and State government. Your Directors also wish to place on record sincere appreciation to the devoted and dedicated services rendered by all the employees at all levels towards your companys success during the year under review and shareholders for their active support and co-operation

For and on behalf of Board of Directors

Mumbai Bharat J Patel

27-07-2010 Chairman

 
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