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Directors Report of Rubfila International Ltd.

Mar 31, 2018

DIRECTOR''S REPORT

TO THE MEMBERS OF RUBFILA INTERNATIONAL LIMITED

The Directors have pleasure to present their 25th Annual Report and the audited Annual Accounts for the year ended 31st March 2018.

1. Financial Results

Particulars

Year ended 31st March, 2018 (Rs in lakhs)

Year ended 31st March, 2017 (Rs in lakhs)

Gross Income

21773.10

18513.09

Profit before Interest and Depreciation

3606.25

2238.27

Finance Charges

(2.64)

6.47

Profit before Depreciation

3608.89

2231.80

Provision for Depreciation

356.24

299.60

Net Profit before Tax

3252.64

1932.20

Provision for Tax

1145.13

679.93

Net Profit after Tax

2107.51

1252.27

Balance of Profit brought forward

5717.89

4918.37

Balance available for appropriation

7825.42

6170.64

Dividend on Equity Shares

324.13

216.09

Tax on proposed Dividend

66.00

44.00

Transfer to General Reserve

105.38

62.61

Surplus carried to Balance Sheet

7720.02

6108.02

2. Performance Review

Your company achieved a higher turnover of Rs.21773.10 lakhs, an increase of 17.60% as com pa red to last year. This is the highest turnover achieved by the company in its history. The profit before depreciation and taxes is Rs.3608.89 Lakhs as compared to Rs. 2231.80 lakhs posted duringthe previous year. The earn ings per equity share (face valueRs. 5) fortheyearisRs.4.80. asagainstRs. 2.90 for the previous year.

3. Dividend and Transfer to Reserves

Your Directors have recommended a dividend of 20% (Rs.l per Share of face value Rs.5/-) for the year subject to the approval of shareholders at the ensuing Annual General Meeting. This will result in total payout for the year 2017-18 (including Dividend Distribution Tax) of Rs.390.13 Lakhs. (Rs.260.09 Lakhs in 2016-17). An amount of Rs.105.38. Lakhs, has been transferred to General Reserve as per the provisions of Companies Act, 2013.

4. Capital Expenditure

As on 31st March 2018, the gross fixed assets of the company stand at Rs.10302.92 Lakhs and net fixed assets Rs. 4968.81 Lakhs. Capital additions during the year amounted to Rs 1740.04 Lakhs, which include addition to Building for Rs.341.51 Lakhs, Plant & Machinery and other assets amounting to Rs.1079.11 Lakhs and Capital Work in Progress of Rs.319.42 Lakhs.

5. Future Prospects

Your company expects to retain its share in the domestic market even though there are challenges in the form of huge volume of imports coming from Malaysia and Thailand at lower prices. Higher price of natural latex in India compared to international markets is a major factor which decides the market dynamics. This impacts the profitability of the operations. With the brand well known in the Indian as well as international markets, your company is confident of meeting the challenges existing in the market and remain profitable.

6. Directors'' Responsibility Statement

The Directors report that

i. In the preparation of the annual accounts, the applicable accountingstandards 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 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 period ended 31st March 2018.

ill. 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 such internal 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.

7. Listing on Stock Exchanges

Your Company''s shares are listed on the Bombay stock exchange Ltd. The Company has paid listing fee for the year 2018-19.

8. Declaration on Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 Mr. Samir K. Shah (DIN 01714717), Mr. S.N. Rajan (DIN 00105864), Mr. Patrick M Davenport (DIN 00962475), Ms. R. Chitra (DIN 01560585) and Mr. S H Merchant (00075865) are the Independent Directors of the Company. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Director during the year.

(a) in the opinion of the Board, these persons are 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, duringthe two immediately preceding financial years or during the current financial year;

(e) Who, neither himself/herself nor any of his/her 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 be 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, of-

(A) a firm of auditors or company secretaries in practice or cost auditors or the company or its hold ing, 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/ her relative two per cent, or more of the total voting power ofthe company; or

(iv) is a Chief Executive or Director, by whatever name called, of any non-profit 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

(f) Who possess appropriate skills, experience and knowledge in one or more fields of finance,, law, management, sales, marketing, administration, research, corporate governance, technical operations and other disciplines related to the Company''s business.

A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms partofthis Report.

Further, the Independent Directors ofthe Company met once during the year on 28.01.2018 to review the performance of the Non-executive directors, Chairman of the Company and performance ofthe Board as a whole

9. Particulars of Loans, guarantees or investments

Pursuant to Section 186 of the Companies Act, 2013 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 in 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.

10. Deposits

Your 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 ofthe period under review.

11. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, a re given in Annexure forming part of this report.

12. Related Party Transactions

All contracts/ arrangements / transaction entered by the Company during the financial year were in compliance with the applicable provisions ofthe Companies Act, 2013 and Rules made thereunder and accord ing to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All transactions entered into with the Related Parties during the financial year under the review were on an arm''s length basis and were in the ordinary course of business. There are no materially significant Related Party transactions made by the Company with its Promoters, Directors, Managementortheirrelatives that could have had a potential conflict with the interests ofthe Company at large. All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval.

The Company had framed a policy on materiality of related party transactions and on dealing with related party transactions. The policy as approved by the Board is uploaded on the Company''s website : http://www.rubfila.com/poli-cies.

The Members may refer to Note 40 to the Standalone Financial Statements which sets out the related party disclosures as per the Accounting Standards.

13. Corporate Social Responsibility:

The Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. The company believes and acts on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone.

The CSR Policy may be accessed on the Company''s website atthe link: http://www.rubfila.com/about us

The CSR activities are overseen by a committee of Directors comprising of Mr. BharatJ. Dattani (DIN 1462746), Mr. S.N.Rajan (DIN 00105864) and Mr.G Krishna Kumar on a regular basis.

During the year Company has spent Rs.22.33 Lakhs towards CSR expenditures. The areas in which amounts spent are palliative care, infrastructure development for charitable societies and schools, financial assistance to the needy in the society. A report on the Corporate Social Responsibility activities is annexed to this report.

14. Directors and Key Managerial Personnel

The Board of directors of the Company comprises of 11 directors as on the date of report. Your Board comprises Mr. Bharat J Patel as Non-executive Chairman, Mr. G. Krishna Kumar as Managing Director (Executive), Mr. Tommy Thompson, Mr. Bharat J. Dattani, Mr.Dhiren S. Shah, Mr.Hardik B. Patel as Promoter Non-executive Non-independent Directors and five Non-executive Independent Directors namely Mr.Samir K. Shah, Mr.Patrick M Davenport, Mr.S.N.Rajan, Mrs.R.Chitra and Mr.S.H.Merchant. The Details of composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

In accordance with the Companies Act, 2013, Mr. Thomas Calton Thompson III (DIN 01509260) and Mr. Hardik B. Patel (holding DIN 00590663), retires by rotation and being eligible offer themselves for re-appointment in the ensuing Annual General Meeting.

No directors or Key Managerial Personnel were appointed or have resigned duringthe period under review.

Duringthe reporting period your Board metfive times. The details of the meeting and attendance of directors are provided in the Corporate Governance Report annexed herewith. Therewereno instancesin which the Board had not accepted any recommendation of the Audit Committee.

15. Performance Evaluation

The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 stipulates the performance evaluation of the Directors including Chairman, the Board and its Committees. The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc, which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

16. Policy on Nomination and Remuneration and Performance evaluation of Directors, KMP and Senior Management Personnel:

Policy in accordance with the provisions of Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration Policy. The Nomination and Remuneration Policy prescribes for the criteria for determining the qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, Key Managerial Personnel, senior management employees including functional heads and other employees. The Nomination and Remuneration Policy of the Company is available on the website of the Company in the following weblink: http:// www.rubfila.com/img/pdf/ Nomination-Remuneration-Policy.pdf

17. Auditors

a) Statutory Auditors

Shareholders in their meeting held on 15-09-2017 appointed M/s. Cyriac & Associates, Chartered Accountants (Firm Registration No. 014033S.) as Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of 24th Annual General Meeting until the conclusion of29th Annual General Meeting, subjectto ratification oftheirappointmentat every Annual General Meeting.

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors'' Report.

During the period under review, there were no frauds reported by the auditors under provisions of the Companies Act, 2013

b) Secretarial Auditors

Pursuantto the provisions of Section 204 of the Actand the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of the Company had appointed M/s. SVJS& Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31,2018. The Secretarial Auditors have submitted their report and the Board took note of the same. The Secretarial Audit Report is annexed herewith.

c) Cost Audit

M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2017-18 and a resolution for ratification of the appointment and remuneration payable was approved by the members in their meeting held on 15-09-2017. The remuneration payable for the Financial Year2018-19 will be ratified in theensuingAnnual General Meeting.

d) InternalAuditors

The Board has appointed M/s.Pratapkaran Paul & Company, Chartered Accountants, Chennai as the Internal Auditors of the Company pursuant to Section 138 of the Companies Act, 2013 for the period 2017 -18.

18. Disclosures:

i) Particulars of employees:

Your Company believes that ''people make the difference'' and acts accord ing to this principle. In line with the importance of its human capital, it provides positive work environment which is conducive, flexible and enriched.

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company is not paying any commission to its Directors.

The details of other employees required to be provided in compliance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith.

ii) Vigil Mechanism /Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the Regulation 22 of SEBI (List-ingObligationsand Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and has adopted a whistle blower policy for the directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct.

The whistle blower policy of the Company is available in thefollowingweb link: http:www.rubfila.com/policies

iii) Risk Management Policy:

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

The Risk Management policy of the Company is available in thefollowingweblink: www.rubfila.com/policies

iv) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Worn en at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The following is the summary of sexual harassment complaints received and disposed off during the period under review:

No. of complaints at the beginning of the year : Nil.

No. of complaints received during the year : Nil.

No. of complaints disposed off during the year : Nil.

No. of complaints at the end of the year : Nil

v) Employees Stock Option Scheme (ESOS):

The Scheme "RUBFILA ESOS-2017" introduced by the Company to reward the eligible employees of the Company for their performance and to motivate them to contribute to the growth and profitability of the Company was approved by the members in their meeting held on 15-09-2017 in terms of SEBI (Share Based Employee Benefits) Regulations, 2014 (SEBI Regulations). No options were granted by the Company under the above scheme as on 31-03-2018.

Company has obtained in-principle approval from BSE vide their letter dt. 03-07-2018 for the Scheme. Accordingly the Nomination and Remuneration Committee has granted 670000 options to the eligible employees of the Company in their meeting held on 01-08-2018.

There has not been any material change in the Employee Stock Option Scheme during the reporting period.

The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). The Company has received a certificate from the Auditors of the Company that the scheme is implemented in accordance with the SBEB Regulations and the resolution passed by the shareholders in the Annual General Meeting held on 15-09-2017. The certificate would be available at the Annual General Meeting for inspection by the shareholders. The details as required to be disclosed under SBEB Regulations and certificate from Auditors are available on the Company''s website and may be accessed at www.rubfila. com/ investors

vi) Change in the Nature of Business, if any

There was no change in the nature of business of the Company during the Financial Year 2017-18.

vii) Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Yearof the Company 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.

viii) 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.

ix) Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiaries, Joint Ventures and Associate Companies as on the reporting date. Duringtheyear under review, no companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies.

x) Internal Financial Controls

Internal Financial Controls a re an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurancethatour internal financial controls are designed effectively and are operating as intended

xi) Extract of Annual Return

The Extract of Annual Return in Form No.MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 is available on the website of the Company in the following weblink: www.rubfila.com/ investors

xii) Cost Records

The Company has maintained cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, in respect of manufacturing activities of the Company.

xiii) Secretarial Standards

The directors state that the applicable Secretarial Standards as prescribed the Institute of Company Secretaries of India i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively have been duly followed by the Company.

xiv) Management Discussion Analysis Report

Management Discussion Analysis Reportfortheyear under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section form ing part of the Annual Report.

xv) Corporate Governance

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

19. Appreciation and Acknowledgement

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 registery management services Pvt Ltd. Enterprises India Ltd, Banks, and otheragencies of the Central and State government.

Your Directors also wish to place on record the sincere appreciation of services rendered by the employees at aII 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

BharatJ. Patel

Place : Mumbai

DIN 01100361

Date : 01-08-2018

Chairman

To The Director''s Report Energy, technology absorption, foreign exchange earnings and outgo

A. CONSERVATION OF ENERGY

a) The company continues with its efforts to improve conservation of energy through a series of steps which were implemented overthe past years some of which are listed below:

1. Rainwater harvesting system in all plant area.

2. Surplus water collected which cannot be stored is directed back to the aquifers to recharge the water tables.

3. Waste Heat recovery system for heating purposes so as not to waste any energy.

4. Water flow meters installed in various pipe lines to monitor and reduce water consumption.

5. Wet scrubber installed at Thermic Fluid Heater flow gas outletto control the dust emission.

6. Additional 320 KVR Capacitor Bank incorporated in the main distribution system to improve electrical efficiency.

1. LED light fittings provided at various points to reduce electricity consumption.

b) Additional investment and proposal if any: Nil

c) Impact of the measures (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production : Above initiatives have resulted in overall reduction in the consumption of power and fuel. Rainwater harvesting has helped the company to limit the usage of underground water during monsoon. Rainwater in excess of storing capacity is directed back to the aquifers to recharge water table.

B. TECHNOLOGY ABSORPTION

Disclosure of Particulars with respect to Research and Development, Technology Absorption is as follows:

Research and Development:

1) Specific areas of Research and Development Activities carried out by the Company

: Nil

2) Benefits derived as a result of the above Research and Development work

: N.A

3) Future plan of action

: Nil

4) Expenditure on Research and Development a) Capital

: Nil

b) Recurring

: Nil

c) Total

: Nil

a) Total Research & Development charged to Expenditure as a percentage of total turnover Technology -Absorption, Adaptations Innovation

: Nil

1. Efforts in brief made towards technology Absorption, adaptation and innovation

: Nil

2. Benefits derived as a result of the above efforts, product improvement, cost reduction, product development, import substitution, etc

: Nil

3. In case of imported technology (imported Duringthe Iast5years reckoned from the beginning of the financial year) the information may be furnished a) Technology imported

: Nil

b) Year of Import

: N.A

c) Extent of absorption

: N.A

C) FOREIGN EXCHANGE EARNINGS & OUT GO

(Rs. in lacs)

1) FOREING EXCHANGE EARNINGS a) ExportofHRLRT

: 2830.62

2) FOREIGN EXCHANGE OUT GO a) Raw materials

: 810.22

b) Capital Purchase

: 55.86

c) Sales Commission

: 6.13

d) Travelling Expenses

: 3.86

e) Other Expenditure

: 8.89

For and on behalf of Board of Directors

BharatJ. Patel

Mumbai

DIN 01100361

01-08-2018

Chairman

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2018

[Pursuantto Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

Rubfila International Limited

New Industrial Development area, Menon Para Road

Kanjikode, Palakkad, Kerala - 678621

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Rubfila International Limited [CIN: L25199KL1993PLC007018] (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the Rules made

there under; (ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and

the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

I 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, I 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996;

(e) The Securities and Exchange Board of India (Issue Of Capital and Disclosure Requirements) Regulations, 2009;

(f) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) As informed to us, the following other laws are specifically applicable to the Company:

1. The Factories Act, 1948;

2. The Air (Prevention and Control of Pollution) Act, 1981;

3. The Water (Prevention and Control of Pollution) Act, 1974;

4. The Environment (Protection) Act, 1986;

5. Battery (Management and Handling) Rules, 2001;

6. Hazardous Wastes (Management, Hand ling and Trans-boundary Movement) Rules, 1989;

7. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards relating to Board (SS 1) and General Meetings (SS2) issued by The Institute of Company Secretaries of India; (ii) The Listing Agreement entered into by the Company with BSE Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of directors of the Company comprises of Executive Directors, Non-Executive Directors and Independent Directors. The Chairman of the Company is a promoter and regular nonexecutive and is related to persons occupying the positions at the level of the Board of directors.As per Regulation 17 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, atleast half of the Board of Directors of the Company shall consist of Independent Directors. However out of the 11 directors of the

Company only 5 are Independent Directors. The change in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the Board were unanimous and the same was captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period:

1. The Company has issued 40,00,000 convertible warrants on Preferential Basis to Promoters and Person Acting in Concert (PAC) in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 through Special Resolution passed in the Extra-ordinary General Meeting held on 19th April, 2017. The Board of Directorsof the Company in its meeting held on 23rd January, 2018 have converted 20,00,000 convertible warrants into equal number of equity shares of the Company.

2. The Company in the Annual General Meeting held on 15th September, 2017 have obtained approval for the "Rubfila International Limited - Employee Stock Option Scheme 2017" (RUBFILA ESOS 2017)for grant of stock options not exceeding 15,00,000 to the eligible employees of the Company.

We further report that during the audit period there were no instances of:

(i) Public/ Right/issue of debentures /sweat equity etc.

(ii) Redemption/buy-back of securities.

(iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013.

(iv) Merger/ amalgamation / reconstruction, etc.

(v) Foreign technical collaborations.

This report is to be read with our letter of even date which is annexed as''AnnexureA'' and forms an integral part of this Report.

For SVJS& Associates

Company Secretaries

Kochi

Sd/-

01.08.2018

P Sivakumar

Managing Partner

FCS: 3050

CPNo:2210

To,

The Members

Rubfila International Limited

New Industrial Development area, Menon Para Road

Kanjikode, Palakkad, Kerala - 678621

Our report of even date is to be read a long with this letter.

1. Maintenance of the Secretarial records is the responsibility of the management of the Company. Our responsibility as Secretarial Auditors is to express an opinion on these records, based on our audit.

2. During the audit, we have followed the practices and process as were appropriate, to obtain reasonable assurance about the correctness of the contents of the Secretarial records. We believe that the process and practices we followed provide a reasonable basis for our report.

3. The correctness and appropriateness of financial records and Books of Accounts of the Company have not been verified.

4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards etc. is the responsibility of management. Our examination was limited to the verification of the procedures and compliances on test basis.

6. While forming an opinion on compliance and issuing the Secretarial Audit Report, we have also taken into consideration the compliance related actions taken by the Company after SlstMarch 2018 but before issue of the Report.

7. We have considered actions carried out by the Company based on independent legal/professional opinion as being in compliance with law, whereverthere was scope for multiple interpretations.

For SVJS & Associates

Company Secretaries

Kochi

Sd/-

01.08.2018

P. Sivakumar

Managing Partner

PCS: 3050

CPNo:2210

Annual Report on Corporate Social Responsibility activities:

1

a) Brief outline of the Company''s CSR Policy :

Company believes and act on the philosophy of compassion and giving back to the society, characterized by the willingness to help build a better society The CSR Policy focuses on addressing critical social, environmental and economic needs of the marginalized /underprivileged sections of the society

b) Overview of project or programmes proposed to be

Undertaken :

Projects in line with the CSR Policy of the Company

c) Weblink of CSR Policy :

http://www.rubfila.com/About us/CSR Policy

2.

The Composition of CSR Committee :

The Committee consists of three directors out of which two are nonexecutive directors.

The details of composition of the committee is mentioned in the Report on Corporate Governance attached to this Annual Report.

3.

Average Net prof it of the company for the last three :

Rs.1137.99 Lacs

financial years

4.

Prescribed CSR Expenditure (2% of the above) :

Rs. 22.76 Lacs

5.

a) Details of CSR spent during the financial year :

Rs. 22.33 Lacs

b) Amount unspent, if any :

Rs. 0.43 Lacs

c) Manner in which the amount spent during the financial

SI. No.

CSR Project orActivity Identified

Sector in which the project is covered

Projects or Programmes includingthe state and district where the projects or programmes was undertaken

Amount outlay (Budget) projector programme wise

Amount spent on the projects or programmes, Direct expenditure on projects overheads

Cumulative expenditure up to reporting period

Amount spent direct orthrough implementing agency

1

Financial assistance given to an under privelliged fortreat-ment & incinerator donated foran oldage home

Promoting Health Care including preventive health care and sanitation

Palakkad Kerala

1.08

lacs

1.08

lacs

1.08

lacs

Direct

2

Auditorium forthe Govt. Vocational Higher Secondary School, Kanjikode, Palakkad, Kerala

Promoting Education in-cludingSpecial Education among Children, Women, Elderly and the differently abled

Palakkad Kerala

21.25

lacs

21.25

lacs

22.33

lacs

Direct

6. In case the company failed to spend the prescribed amount reason for the same.

: Company couldn''t identify suitable project to spent an amount of Rs. 0.43 Lacs duringtheyear2017-18

Implementation and monitoring of CSR policy is in compliance with CSR objectives and Policy of the Company

For and on behalf of Board of Directors

BharatJ Pate I

Mumbai

DIN 01100361

01-08-2018

Chairman


Mar 31, 2016

2. Performance Review

The Directors have pleasure to present their 23rd Annual Report and the audited Annual Accounts for the year ended 31st March 2016.

1. Financial Results '' in |_akhs

Particulars

Year ended 31st March, 2016 (Rs in lakhs)

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

Gross Income

17193.90

16905.93

Profit before Interest and Depreciation

1629.45

2283.40

Finance Charges

21.06

8.98

Profit before Depreciation

1608.39

2274.42

Provision for Depreciation

290.55

272.61

Net Profit before Tax

1317.84

2041.76

Provision for Tax

515.01

682.90

Net Profit after Tax

802.83

1358.86

Balance of Profit brought forward

4415.76

3514.98

Balance available for appropriation

5218.59

4873.84

Dividend on Equity Shares

216.09

324.13

Tax on proposed Dividend

44.00

66.00

Transfer to General Reserve

40.14

67.94

Surplus carried to Balance Sheet

4918.37

4415.76

Your company achieved a higher turnover of Rs.17193.90 Lakhs, an increase of 1.7 % as compared to last year. The Profit before depreciation and taxes is Rs.1608.39 Lakhs as compared to Rs.2274.42 Lakhs posted during the previous year. The earnings per equity share (face value Rs. 5) for the year is Rs. 1.86 as against Rs.3.14 for the previous year. The loss of production at the Kerala plant for 42 days due to labour unrest and other challenges in the market contributed to the dip in the profits. With the rubber prices in the international markets at lower levels than India, imports of rubber threads at cheaper prices were dumped into the country. This led to severe pressure on the margins and hence the profitability. Through a series of prudent operational and financial strategies, the Company managed to limit the impact of above issues on the performance of the Company.

3. Dividend and Transfer of Reserves

Your Directors have recommended a dividend of 10% (Re.0.50 per Share of face value Rs.5/-) for the year subject to the approval of shareholders at the ensuing Annual General Meeting. This will result in total payout for the year 2015-16 (including Dividend Distribution Tax) of Rs.260.09 Lakhs. (Rs. 390.13 Lakhs in 2014-15). An amount of Rs.40.14 Lakhs, has been transferred to General Reserve as per the provisions of Companies Act, 2013.

4. Capital Expenditure

As on 31st March 2016, the gross fixed assets of the company stand at Rs.7465.15 Lakhs and net fixed assets Rs 2778.92 Lakhs. Capital additions during the year amounted to Rs 195.11 Lakhs, which include addition to Building for Rs.39.09 Lakhs, Plant & Machinery and other assets amounting to Rs.156.02 Lakhs.

5. Future Prospects

The market for rubber threads has been growing, though mutedly and alternate materials have gained acceptance in the user industry. Hence the growth of elastic market will not entirely reflect in the growth of rubber thread market since it will share the space with alternate materials used by customers.

One of the biggest challenges faced by the rubber thread industry is with regards to pricing of latex, the major raw material. The government has been under pressure to protect the farmers and steps have been initiated to restrict imports of natural rubber into the country. This makes the Indian manufacturers to compete against the players from South East Asia who have access to latex at much lower prices. The international players have been dumping rubber threads into the Indian market compressing the margins available.

With India having trade agreements with ASEAN countries, the lower customs duty on rubber thread adds more challenges to the domestic industry. The customs duty is slated to be reduced to zero in the next few years and this could be a major challenge for the industry. Since your company has achieved a position of repute in the market over the past two decades, it remains as an important supplier of choice for the rubber thread customers of India. Rubfila also has carved a name for itself in the international market with customers spread out in many countries.

Even as challenges remain as a grave concern, the company believes that its credentials in the market along with the ability and agility to face challenges would help to steer out of any adverse situations.

6. Directors'' 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 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.

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

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.

7. Listing on Stock Exchanges

Your Company''s shares are listed on the Bombay stock exchange Ltd. During the year under review, your company''s share price had touched Rs.67.40 per equity share. The closing price on shares on BSE as on 31.03.2016 was Rs.34.10 as against Rs.38.40 for the year ended 31.03.2015.

8. Declaration on Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Indenpendent Directors of the Company Mr. Samir K. Shah (DIN 01714717), Mr.S.N.Rajan (DIN 00105864), Mr. Patrick M Davenport (DIN 00962475) and Ms.R.Chitra (DIN 01560585) have given declaration to the Company that they qualify the criteria of independence as mentioned below:

(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 be 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, of -

(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 non-profit 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

(f) Who possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations and other disciplines related to the Company''s business.

A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

Further, the Independendent Directors of the Company met once during the year on 12.02.2016 to review the performance of the Non-executive directors,, Chairman of the Company and performance of the Board as a whole.

9. Particulars of Loans, guarantees or investments Pursuant to Section 186 of the Companies Act, 2013 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 in 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.

10. Deposits

Your 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.

11. Related Party Transactions

All Transaction entered into with the Related Parties during the financial year under the review were on an arm''s length basis and were in the ordinary course of business. There was no materially significant transaction with the Company''s Promoters, Directors, Management or their relatives that could have had a potential conflict with the interests of the Company. All Related Party Transaction up to March 31, 2016 were placed before the Audit Committee as also the Board for approval. The policy on Materiality of and dealing with Related party transactions as approved by the Board is uploaded on the Company''s website on the below link: http:/rubfila.com/policies

None of the Directors has any pecuniary relationships or transactions except to the extent of remuneration drawn by the directors. The Form AOC - 2 containing the particulars of contracts or arrangements with related parties made during the period under review is annexed herewith.

12. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are given in Annexure forming part of this report.

13. Corporate Social Responsibility:

The Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. The company believes and acts on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone.

The CSR Policy may be accessed on the Company''s website at the link:http:www.rubfila.com/about us

The CSR activities are overseen by a committee of Directors comprising of Mr. Bharat J. Dattani (DIN 1462746), Mr. S.N. Rajan (DIN 00105864) and Mr. G Krishna Kumar on a regular basis.

During the year Company has spent Rs.24.07 Lakhs 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.

14. Directors

The Board of directors of the company is comprises of aNon-Executive Chairman, Managing Director (Executive), four Non-Executive Promoter Directors and four Non-executive Independent Directors Including a women director in compliance to the provisions of the Companies Act and SEBI regulations. The Details of composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report. In accordance with the Companies Act, 2013, Mr.Bharat J. Dattani (DIN 1462746), and Mr. Thomas Calton III (Tommy Thompson) ( DIN 1509260), retires by rotation and being eligible offers themselves for reappointment in the ensuring Annual General Meetings.

No directors of Key Managerial Personnel were appointed or have resigned during the period under review.

During the year 2015-16 five 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, Subcommittees of Board and individual directors, based on the criteria laid down in the Nomination Remuneration and Evaluation Policy of the Company.

15. Policy on Nomination and Remuneration and Performance evaluation of Directors, KMP and Senior Management Personnel:

The Board based on the recommendation of the Nomination and Remuneration Committee has furnished a Nomination and remuneration Policy of Directors, Key Managerial Personnel of the Company. The same is available in the following weblink:www.rubfila. com/policeies

The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is annexed to this report.

16. Statutory Auditors

M/s Mohan & Mohan Associates, Chartered Accountants, Thiruvananthapuram Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Provisions of Companies Act 2013, it is proposed to reappoint them as Statutory Auditors for the financial year 2016-17 from the conclusion of this Annual General

Meeting till 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.

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditor''s Report.

During the period under review, there were no frauds reported by the auditors under provisions of the Companies Act, 2013

17. Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of the Company had appointed M/s. SVJS & Associates, company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2016. The Secretarial Auditors have submitted their report and the Board took note of the same. The Secretarial Audit Report is annexed herewith.

18. Cost Audit

M/s Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2015-16 and a resolution for ratification of the remuneration payable is included in the Notice calling the Annual General Meeting.

19. Internal Auditors

The Board has appointed M/s. Pratapkaran Paul & Company, Chartered Accountants, Chennai as the Internal Auditors of the Company pursuant to Section 138 of the Companies Act, 2013 for the period 2015-16.

20. Disclosures :

I) 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 Lakhs per annum or Rs. 5.00 lakhs per month during the year under review.

The Company is not paying any commission to its Directors.

ii) Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 the rules made there under and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and has adopted a whistle blower policy for the directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct.

The whistle blower policy of the Company is available in the following web link:http:www. rubfila.com/ policies

iii) 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.

The Risk Management policy of the Company is available in the followingweblink:www.rubfila.com/ policies

iv) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

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

v) Employees Stock Option Scheme (ESOS):

The Company in its Annual General Meeting held on 12.08.2014 has approved an Employee Stock Option Scheme (ESOS) pursuant to the provisions of the Companies Act and SEBI Regulations.

During the period under review your Company has not granted or vested any options. Further, no options was exercised and have lapsed during the period ended 31.03.2016.

vi) Change in the Nature of Business, if any

There was no change in the nature of business of the Company during the Financial Year 2015-16.

vii) Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company 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.

viii) 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.

ix) Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies as on the reporting date. During the year under review, no companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies

x) Internal Financial Controls

The Company has established adequate internal control system which is commensurate with its nature and volume of operations.

xi) Extract of Annual Return

The Extract of Annual Return in Form No.MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 is annexed hereto and forms part of this report.

xii) Corporate Governance

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is attached to thereport on Corporate Governance.

21. Appreciation and Acknowledgement

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, 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.

For and on behalf of Board of Directors

Bharat J. Patel

DIN 01100361

Chairman

Mumbai

05-08-2016


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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