Home  »  Company  »  Vamshi Rubber Li  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Vamshi Rubber Ltd.

Mar 31, 2015

To

The Members

Vamshi Rubber Limited

The Directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company

The financial statements of the company are as follows.

(Amount in Rupees)

Particulars Current Year Previous Year 31-03-2015 31-03-2014

Revenue from Operations 66,83,40,818 75,31,72,610

Other Income 37,56,359 6,34,520

Total Revenue 67,20,97,177 75,38,07,130

Expenses 65,17,56,567 72,29,53,423

Depreciation 93,40,292 87,44,604

Profit / (loss) Before exceptional and extraordinary items and Tax 1,10,00,318 2,21,09,103

Less: exceptional and extraordinary items 0 (2,31,531)

Profit/ ( loss) Before Taxation 1,10,00,318 2,23,40,634

Less: - Current Tax 34,33,748 69,76,087

- Income Tax (Earlier years) 0 3,08,671

- Deferred Tax (21,53,924) (10,41,989)

Profit / (loss) After Tax 97,20,494 1,60,97,865

During the year under review, the gross revenue of the Company decreased to Rs. 66,83,40,818 compared to Rs. 75,31,72,610 in the previous year. The Profit after tax for the year decreased to Rs. 97,20,494 compared to Rs. 1,60,97,865 in the previous year.

2. Brief description of the Company's working during the year/State of Company's affair

During the year, many times, raw-material prices crashed where we had to pass on the benefits to the customers. However, this resulted in uncertainty for the customers in buying regular purchases.

This affected slightly sales and resulted in inventory losses.

As the prices have rock bottomed, we expect better sales and improved margins in the coming year.

3. Change in the nature of business, if any

There is no change in the nature of business during the year.

4. 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

There are no other Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

5. Future Outlook

As the prices are stabilized and transportation is likely to be picked up, we expect a better performance and hope for a growth between 8 to 10%.

6. Dividend

The Board of Directors recommended a dividend of Re. 1.00 per Equity Share for the financial year ended 31st March, 2015, which if approved at the forthcoming Annual General Meeting on 30th September 2015, will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on Wednesday, the 30th day of September, 2015. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by Depositories viz., NSDL and CDSL for this purpose. The Register of Members and Share Transfer Books will remain closed from 24th September, 2015 to 30th September, 2015 (both days inclusive).

7. Reserves

Rs. 97,20,494 has been transferred to the Reserves during the financial year 2014-15, being the surplus for the year end 31st March, 2015.

8. Share Capital

During the year under review, there has been no change in the Share Capital of the Company. The Authorised Share Capital of the company is Rs. 4,50,00,000 divided into 45,00,000 equity shares of Rs. 10 (Rupees Ten) each.

The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2015 is Rs.4,20,68,000 divided into 42,06,800 equity shares of Rs. 10 (Rupees Ten) each.

9. Directors and Key Managerial Personnel

In accordance with the Companies Act, 2013 read with Articles of Association of the Company, Mr. Venkateswara Sarma Kuchibhotla, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Mrs. Akhila Pushpa Sundari was appointed as an Additional Director with effect from 31/03/2015, who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from Mrs. Akhila Pushpa Sundari herself proposing her candidature for the office of Director.

Mr. P. Varun Kumar was appointed as CFO of the Company w.e.f. 31st March, 2015 who subsequently resigned as CFO on 29/05/2015.

Mr. M.Ramesh Reddy was then appointed as CFO of the Company w.e.f. 29/05/2015 and Ms. Titiksha Jain was appointed as Company Secretary w.e.f. 28/04/2015.

10. Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure -II and forms part of this Report

11. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six (6) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period of 120 days as prescribed under the Companies Act, 2013.

12. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13. Declaration by an Independent Director(s) and re- appointment, if any

A declaration has been received by all the Independent Directors of the Company that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The independent directors of the Company holds office for a term up to five consecutive years on the Board of a Company, but are also eligible for re-appointment for next five years on passing of a special resolution by the Company. During the year, Ms. Akhila Sundari Pushpa was appointed as Independent Additional Director of the Company. The Company has also received declaration from her confirming that she meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, Mrs. Akhila Pushpa Sundari is being proposed to be appointed as Independent Director to hold office as per her tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

14. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

15. Statutory Auditors

M/s. Ramana Reddy & Associates, Chartered Accountants, Hyderabad, were appointed as Statutory Auditors of the Company for a period of three (3) years from the conclusion of the 20th AGM to the conclusion of 23rd AGM, subject to ratification by the members at every AGM. The statutory auditors have also confirmed their eligibility under section 139(1) of the Companies Act, 2013. Members are requested to ratify their appointment as Statutory Auditors and to authorize the Board to fix their remuneration.

Replies to Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Mr. Manoj Kumar Koyalkar, M/s. AGR Reddy & Co, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure-II to this report. The report is self-explanatory and do not call for any further comments.

17. Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 relating to mandatory Cost Audit does not apply to the Company and hence, no Cost Audit is conducted. However, the Company is required to maintain Cost records which the Company is maintaining.

18. Internal Audit & Controls

The Company continues to engage M/s. CSVR Associates, Chartered Accountants, as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

19. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

20. Risk management policy

The Risk Management Policy in place in the company enables the company to proactively take care of the internal and external risks of the company and ensures smooth business operations. The company's risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered and the company's business growth and financial stability are assured. Board of Directors decide the policies and ensure their implementation to ensure protection of company from any type of risks.

21. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT 9 is given as Annexure-IV to this report.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

23. Deposits

The Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 73 and 74 of the Companies Act, 2013, and no amount of principal or interest was outstanding as on the Balance Sheet date.

24. Particulars of loans, guarantees or investments under section 186

Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

25. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as Annexure to this report.

There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large. None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission.

26. Corporate Governance Certificate

In pursuance of Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders.

A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

27. Management Discussion and Analysis Report

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this report and the same is annexed.

28. Obligation Of Company 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 Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

- No. of complaints received: - NIL -

- No. of complaints disposed off: - NIL -

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on conservation of Energy, Tec hnology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:

30. Corporate Social Responsibility (CSR)

The provisions w.r.t. CSR is not applicable to the Company. Therefore, the Company had not constituted CSR committee during the year 2014-15.

31. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

32. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company make the following statements, with the best of their knowledge and belief and according to the information and explanations obtained by them:

i. that in the preparation of the annual accounts for the financial year ended 31st March 2015, the applicable accounting standards have been followed and there have been no material departures from them;

ii. that the accounting policies mentioned in notes to Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual financial statements have been prepared on a 'going concern' basis;

v. that proper internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively; and

vi. that proper systems are in place to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively

33. Constitution of Audit Committee

The Audit Committee of the Company is duly constituted as per Section 177 of the Companies Act, 2013. Composition and scope of Audit Committee is provided under the Corporate Governance report annexed herewith.

34. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

35. Transfer of Amounts to Investor Education and Protection Fund

Your Company has Rs. 1,81,768.00 lying unpaid or unclaimed for a period of seven years which the Company is required to transfer to Investor Education and Protection Fund (IEPF) on or after 25/10/2015.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 27th September, 2014), with the Ministry of Corporate Affairs.

36. Acknowledgements

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation to business associates, banks and other financial institutions and shareholders, of the Company for their continued support.

By order of the Board

for Vamshi Rubber Limited

Sd/- Sd/-

M.Ramesh Reddy

R.Surendra Reddy Chairman

Managing Director DIN: 00025101

DIN: 000294240

Date: 10/08/2015

Place: Hyderabad


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The performance during the period ended 31st March, 2014 has been as under:

(Rs. In Lakhs) For the year ended 31st March, 2014 31st March, 2013

Sales & Other Income 7,538.07 8,338.17

Operating profit before Financial Charges & Depreciation 423.10 410.96

Financial Charges 114.56 128.58

Profit before Depreciation 308.54 282.39

Depreciation 87.45 81.11

Profit / (Loss) before taxes 221.09 201.28

Prior Period Expenses (2.32) (2.83)

Provision for Taxation of Current Year 69.76 63.51

Provision for Taxation of Previous Year 3.09 -

Deferred Tax for the Current Year (10.42) (9.25)

Net profit after taxes 160.98 149.85

Profit/(Loss) brought forward from previous year 908.41 807.46

Dividend (including tax on Dividend) 49.38 48.89

Balance of profit brought forward 1020.01 908.41



OPERATIONS:

During the year under review, the gross revenue of the Company decreased to Rs. 7,538.07 Lakhs compared to Rs. 8,338.17 Lakhs in the previous year. The Profit after tax for the year increased by 7.43% to Rs.160.98 Lakhs compared to Rs. 149.85 Lakhs in the previous year.

FUTURE OUTLOOK:

The new government is likely to give more thrust towards infrastructure growth which helps in more transportation activities. This in turn will help our retreading industry, we forecast a growth of 10% during the financial year 2014-2015.

SHARE CAPITAL:

During the year under review the authorised capital of the company is Rs.4,50,00,000/-.

The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2014 is Rs.4,20,68,000/- divided into 42,06,800 equity shares of Rs.10/- (Rupees Ten) each.

DIVIDEND:

The Board of Directors recommended a dividend of Rs.1.00 per Equity Share for the financial year ended 31st March, 2014, which if approved at the forthcoming Annual General Meeting on 27th September 2014, will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 23rd September, 2014. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by Depositories viz., NSDL and CDSL for this purpose. The Register of Members and Share Transfer Books will remain closed from 24th September, 2014 to 27th September, 2014 (both days inclusive).

DIRECTORS:

Approval of the shareholders is being sought for re-appointment of Sri. P. Varun Kumar and Sri. R. Surendra Reddy, who retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment in accordance with the Articles of Association and Companies Act, 2013.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchange appointed Sri. A. Venkat Reddy, Sri. N. Sandeep Kumar Reddy, Sri. A. Vamsheedhar Reddy and Sri. S. Ramachandra Prasad as Independent Directors of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

COMPLIANCE CERTIFICATE:

Compliance Certificate issued by M/s AGR Reddy & Co., Hyderabad, Company Secretaries for the financial year is attached along with the Annual Report.

STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s. Ramana Reddy & Associates, Chartered Accountants, Hyderabad, retire at this AGM, have signified their willingness for their re-appointment and have confirmed their eligibility under section 139(1) of the Companies Act, 2013. Members are requested to reappoint them for a period of three years and to authorize the Board to fix their remuneration.

REPLIES TO AUDITORS'' REPORT:

The observations of the auditors are explained, wherever necessary, in appropriate notes to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

In compliance of section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your directors confirm:

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

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

FIXED DEPOSITS:

Your Company has not invited any deposits from the Public nor outstanding for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

INTERNAL CONTROL SYSTEMS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The Properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE:

The Company has been in full compliance with the norms of Corporate Governance as outlined in Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Mumbai. A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this report and the same is annexed.

ISO 9001- 2008 CERTIFICATION:

Your Company continues to hold ISO 9001 - 2008 Certification by meeting all the requirements of certification from time to time.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC.:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are provided in the Annexure forming part of this Report.

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the workmen and staff at all levels in the improved performance of the Company.

None of the employees are drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders, of the Company for their continued support.

For and on behalf of the Board of Directors

Date: 9 August, 2014 Vamshi Rubber Limited Place: Hyderabad

(M. RAMESH REDDY) Chairman DIN: 00025101


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Nineteenth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The performance during the period ended 31st March 2013 has been as under:

(Rs. In Lakhs)

For the year ended 31st March 2013 31st March 2012

Sales & Other Income 8,338.17 8216.68

Operating profit before Financial Charges & Depreciation 410.96 554.76

Financial Charges 128.58 134.94

Profit before Depreciation 282.39 419.81

Depreciation 81.11 75.46

Profit / (Loss) before taxes 201.28 344.36

Prior Period Expenses (2.83) 1.24

Provision for Taxation 63.51 102.82

Deferred Tax for the Current Year (9.25) 8.20

Net profit after taxes 149.85 232.10

ProfiV(Loss) brought forward from previous year 807.46 624.25

Dividend (including tax on Dividend) 48.89 48.89

Balance of profit brought forward 908.41 807.46



OPERATIONS:

During the year under review, the gross revenue of the Company increased to Rs. 8,338.17 Lakhs compared to Rs. 8216.68 Lakhs in the previous year, registering a growth of 1.48%. The Profit after tax for the year decreased by 35.44% to Rs. 149.85 Lakhs compared to Rs. 232.10 Lakhs in the previous year.

FUTURE OUTLOOK:

Improvement of roads leading to more transportation which helps our industry. Moreover radialisation of tyres benefits our company which has better suitable technology. However as there is sluggishness in the economy, we forecast a growth of 5% to 10% during the financial year 2013-2014.

DIVIDEND:

The Board of Directors recommended a dividend of Rs.1.00 per Equity Share for the financial year ended 31st March, 2013, which if approved at the forthcoming Annual General Meeting on 27th September 2013, will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 24th September, 2013. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by Depositories viz., NSDL and CDSL for this purpose. The Register of Members and Share Transfer Books will remain closed from 24th September, 2013 to 27th September, 2013 (both days inclusive).

DIRECTORS:

Approval of the shareholders is being sought for re-appointment of Sri. S.Ramachandra Prasad and Sri. A.Vamsheedhar Reddy, who retire by rotation at forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment in accordance with the Articles of Association and Companies Act, 1956.

FIXED DEPOSITS:

Your Company has not invited any deposits from the Public nor outstanding for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

INTERNAL CONTROL SYSTEMS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The Properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE:

The Company has been in full compliance with the norms of Corporate Governance as outlined in Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Mumbai. A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this report and the same is annexed.

ISO 9001- 2008 CERTIFICATION:

Your Company continues to hold ISO 9001 - 2008 Certification by meeting all the requirements of certification from time to time.

AUDITORS:

M/s. Ramana Reddy & Associates, Chartered Accountants, Auditors of the Company retires at the Annual General Meeting and the Company has received certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. Members are requested to reappoint them and to authorize the Board to fix their remuneration.

AUDITORS'' REPORT:

The observations of the auditors are explained, wherever necessary, in appropriate notes to the accounts.

COST AUDIT

The Company falls under Table II SI.No.49, Product Code 2037 "RUBBER AND RUBBER PRODUCTS" of MCA Order No. F.No. 52/26/CAB 2010 dated 6th November, 2012 for which Cost Audit is applicable from the financial year commencing from 1st April 2013.

The Company has appointed the Cost Auditor M/s. P. Krishna Reddy & Co., Cost Accountants for the financial year 2013-2014, whereas, the Company is unable to file Form 23C for appointment of Cost Auditor, since the Form 23C is not accepting the said order. The Company has raised the issue with the Ministry of Corporate Affairs and also with the Cost Audit branch of MCA, and are awaiting for the updated Form 23C.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

In compliance of section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your directors confirm: -

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

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC.:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are provided in the Annexure forming part of this Report.

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the workmen and staff at all levels in the improved performance of the Company.

None of the employees are drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS:

The Directors thank the Company''s Bankers namely M/s. State Bank of India, officials of concerned Government Departments and share holders for their co-operation and continued support to the Company.



For and on behalf of the Board of Directors



Place : Hyderabad (M.RAMESH REDDY)

Dated : 10th August, 2013 CHAIRMAN


Mar 31, 2010

The Directors have the pleasure of presenting the Sixteenth Annual Report of your company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The performance during the period ended

(Rs.In Lakhs)

For the year ended 31s1 March 2010 31st March 2009

Sales & Other Income 5,968.14 5,512.25

Operating profit before Financial Charges

& Depreciation 496.22 308.17

Financial Charges 106.71 120.94

Profit before Depreciation 389.51 187.23

Depreciation 78.48 70.43

Profit / (Loss) before taxes 311.03 116.80

Prior Period Expenses 0.08 0.91

Provision for Taxation 105.71 18.61

Excess Income Tax Provision Written Back - (5.67)

Defer red Tax for the Current Year 10.17 1.60

Fringe Benefit Tax - 2.09

Net profit after taxes 195.07 99.26

Profit/(Loss) brought forward from previous year 302.08 227.42

Dividend (including tax on Dividend) 49.05 24.61

Balance of profit brought forward 448.49 302.08

OPERATIONS:

During the year under review, the gross revenue of the Company increased to Rs. 5,968.14 Lakhs compared to Rs.5,512.25 Lakhs in the previous year, registering a growth of 8%. The Profit after tax for the year increased by 97% to Rs. 195.07 Lakhs compared to Rs.99.26 Lakhs in the previous year. The Production quantity for the year increased by 20% to 4,490 M.T. compared to 3,726 M.T in the previous year.

FUTURE OUTLOOK:

As our Country is undergoing excellent growth in infrastructure sector especially roads, the potential for new tyres and thereby our products of tyre retreading materials is also very immense. With improvement in Roads, radialisation of tyres is taking place at a rapid pace which again will be beneficial for our industry. We are expecting a growth of 10% to 20% during the financial year 2010-2011.

DIVIDEND:

The Board of Directors recommended a dividend of Rupee 1.00 per equity share (Previous Year dividend 50 paise per equity share) for the financial year ended 31st March 2010, which if approved at the forthcoming Annual General Meeting on 29th September 2010, will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 23rd September 2010. In respect of shares held in electronic form, the dividend will be paid on the basis

of beneficial ownership furnished by Depositories viz., NSDLand CDSL for this purpose. The Register of Members and Share Transfer Books will remain closed from 24th September 2010 to 29m September 2010 (both days inclusive). If Dividend payment is approved, the amount payable would be Rs. 42.06 lakhs (previous year Dividend is Rs. 21.03 lakhs). The tax on distributed profits payable on this dividend is Rs. 6.99 lakhs (previous year tax is Rs. 3.57 lakhs)

FIXED DEPOSITS:

Your Company has not invited any deposits from the Public nor outstanding for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

INTERNAL CONTROL SYSTEMS :

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE :

The Properties and assets of your Company are adequately insured. CORPORATE GOVERNANCE:

The Company has been in full compliance with the norms of Corporate Governance as outlined in Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Mumbai. A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditors Certificate on its compliance. Following are the members of the Audit Committee.

1. Sri A. Venkat Reddy, Chairman

2. Sri A. Vamshidhar Reddy, Member

3. Sri S. Ramachandra Prasad, Member.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this report and the same is annexed.

DIRECTORS :

Board recommended reappointment of Sri M. Ramesh Reddy & Sri A.Venkat Reddy, Directors of the Company, who retire by rotation at the Annual General Meeting. Resolutions relating to enhancement of remuneration of Sri. R.Surendra Reddy, Sri. P. Varun Kumar, Sri K.Venkateswara Sarma Working Directors of the Company have been placed before for your approval.

ISO 9001- 2008 CERTIFICATION :

Your Company continues to hold ISO 9001 - 2008 Certification by meeting all the requirements of certification from time to time.

AUDITORS :

M/s. Ramana Reddy & Associates, (Formerly M/s. A.M. Reddy & Co.) Chartered Accourtants, Auditors of the Company retires at the Annual General Meeting and the Company has received certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. Members are requested to reappoint them and to authorize the Board to fix their remuneration.

AUDITORS REPORT :

The observations of the auditors are explained, wherever necessary, in appropriate notes to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

In compliance of section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your directors confirm: -

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

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC. :

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are provided in the Annexure forming part of this Report.

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the workmen and staff at all levels in the improved performance of the Company.

None of the employees are drawing Rs. 2,00,000/- and above per month or Rs. 24,00,000/- and above in aggregate per annum, the limits prescribed under Section 217(2A) of the Companies Act, 1956. Hence the information as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not annexed to this report.

ACKNOWLEDGEMENTS:

The Directors thank the Companys Banker State Bank of India, officials of concerned Government Departments and share holders for their co-operation and continued support to the Company.



For and on behalf of the Board

Place: Hyderabad

Dated :31st July, 2010. (M.RAMESH REDDY)

Chairman

Find IFSC