Directors Report of Dunlop India Ltd.

Mar 31, 2014

Dear Members,

The Directors present the 87th Annual Report of the Company together with the audited accounts for the financial year ended 31st March, 2014.

SUMMARIZED FINANCIAL RESULTS

Rs. in Lacs 2013-14 2012-13

Sales & other Income 0.63 13.85

Profit / (Loss) before Depreciation, Interest & Tax (212.09) (203.33)

Financial Charges 5.54 380.38

Depreciation 146.39 146.39

Profit/(Loss) before Exceptional Items (364.02) (730.10)

Exceptional Item - (262.59)

Prior Period Adjustment (0.22) 106.85

Profit / (Loss) before Tax (364.22) (885.84)

Profit / (Loss) after Tax (364.22) (885.84)



OPERATIONS

Manufacturing operations at Sahaganj Plant in West Bengal and at Ambattur Plant in Chennai continues to be suspended during the current year despite sincere efforts to restart the operations.

DIVIDEND

In view of suspension of operations and loss during the year, your Directors are unable to consider any Dividend for the year.

PUBLIC DEPOSIT

Fixed Deposits matured up to September, 2000 but not repaid as on 31st March, 2014 stand at Rs. 7,99,56,000/-.

DIRECTORS

Shri Dipak Das and Smt Baishali Roy were appointed as Independent Directors of the Company w.e.f. 2nd May, 2014 and 29th May, 2014 respectively by the Board. Both the Directors shall hold Office upto the date of the ensuing Annual General Meeting of the Company.

In accordance with Article 103 of the Articles of Association of your Company, Shri Subbaratnam Ravi will retire from the Board by rotation at the 87th Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS

M/s. Gora & Co., Chartered Accountants, Kolkata, Auditors of your Company, hold office till the conclusion of 87th Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

COST AUDIT

Since there was no manufacturing operations in Sahaganj Plant in West Bengal and Ambattur Plant in Chennai and the operations suspended in both the plants w.e.f. 8th October, 2011 and 21st February, 2012 respectively. Thus there is no requirement for filing of Cost Audit Report consequent to exemption obtained from Central Government.

CURRENT LEGAL STATUS

The Hon''ble Supreme Court of India upon hearing on 12th June, 2013 against special leave petition moved by the Company, passed an order of stay against the order dated 2nd May 2013 of the Division Bench of Hon''ble High Court of Calcutta directing winding up of the Company.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has not been attached in view of the suspension of operations. The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Board of Directors hereby confirms: i) That in the preparation of the Accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards have been followed and proper explanations have been provided for material departures, wherever applicable; ii) That the Board of 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; iii) That the Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv) That the Accounts for the Financial Year ended 31st March, 2014 have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE

In accordance with the Provisions under Clause 49 of the Listing Agreement with the Stock Exchange, a separate Report on Corporate Governance along with the Auditors'' Certificate on its compliance and Management Discussion and Analysis Report are annexed to this Report.

PERSONNEL

As briefed in the previous paras that the manufacturing operations in Sahaganj Plant in West Bengal and Ambattur Plant in Chennai suspended by the Management w.e.f. 8th October, 2011 and 21st February, 2012 respectively. However the Management of the Company is in dialogue with unions and Government to arrive at an amicable settlement as well as for the earliest restart of the operations at both Plants.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the Reports and Accounts of the Subsidiaries of your Company, M/s. Ebony Commercials Private Limited, M/s Dunlop East Limited and M/s Dunlop South Limited are attached.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation and gratitude to the Governments of West Bengal and Tamil Nadu its Bankers and Employees and above all its Shareholders, for providing continued support from time to time for the revival of Your Company.

For and on behalf of the Board Place : Kolkata A. K. Agarwal Dipak Das Date : 29th May, 2014 Director Director

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Mar 31, 2013

The Directors present the 86th Annual Report of the Company together with the audited accounts for the financial year ended 31st March, 2013.

SUMMARIZED FINANCIAL RESULTS

Rs. in Lacs

2012-13 2011-12

Sales & other Income 13.85 2001.78

Profit / (Loss) before Depreciation, Interest & Tax (203.33) (69.97)

Financial Charges 380.38 937.66

Depreciation 146.39 46.68

Profit / (Loss) before Exceptional Items (730.10) (11 54.31)

Exceptional Item (262.59) -

Prior Period Adjustment 106.85 7.95

Profit/ (Loss) before Tax (885.84) (1146.36)

Profit / (Loss) after Tax (885.84) (1146.36)

OPERATIONS

Manufacturing operations in Sahaganj continues to be suspended during the current year despite various efforts made earlier in the year to reopen.

Further in Feb 2012, the Ambattur Plant in Chennai has also been non-operational. During the course of the year, there has been reference to the Kolkata High court for winding up, by certain creditors. The decision of the High court has since been referred to the Supreme Court and is under review pending decision.

DIVIDEND

In view of Loss during the year , your Directors are unable to consider Dividend for the year.

PUBLIC DEPOSIT

During the year, Your Company repaid fixed deposits amounting to Rs. 1,50,000/-. Fixed Deposits matured up to September. 2000 but not repaid up to 31st March, 2013 stand at Rs. 7,99,56,000/-.

DIRECTORS

During the year, Mr. Ashok Kumar Agarwal was appointed as Additional Directors of the Company w.e.f. 24th January, 2013 by the Board, who will hold Office upto the date of 86th Annual General Meeting and are eligible for re-appointment.

Mr. Damodar Prasad Dani resigned from the Board w.e.f. 25th January, 2013. The Board placed on record its deep appreciation for the valuable services rendered by Mr. Damodar Prasad Dani.

In accordance with Article 103 of the Articles of Association of your Company and the applicable provisions of the Companies Act, 1956, Mr. Mohan Lall Chauhan will retire from the Board by rotation at the 86th Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS

M/s. K. N. Gutgutia & Co., Chartered Accountants, Kolkata, Auditors of your Company, will hold office until the conclusion of 86th Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

COST AUDIT

The Board of Directors have appointed M/s. Mani & Co., Cost Accountants, Kolkata to carry out audit of the Cost Accounts of the Company relating to the manufacture of Tyres and Tubes products for the Financial Year ended 31st March, 2013 in compliance with the Central Government''s Order in this regard. However consequent to the fact that Company had sought for exemption for complying with the requirement of Cost Audit from Government of India, there is no requirement for filing of Cost Audit Report.

CURRENT LEGAL STATUS

On the basis of application made by creditors on 26th March, 2012, Provisional Liquidator was appointed.The management through a group company worked out creditors settlement, however by an Order dated 31st January, 2013, Order for Liquidation of Dunlop was passed by Hon''ble Calcutta High Court. However, by Order of Hon''ble Supreme Court, status qou is prevailing on the matters of Dunlop.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is attached to this Report.

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Board of Directors hereby confirms:

i) That in the preparation of the Accounts for the Financial Year ended 31st March, 2013, the applicable Accounting Standards have been followed and proper explanations have been provided for material departures, wherever applicable;

ii) That the Board of Directors have selected such Accounting Policies and applied them consistently and made judgements 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;

iii) That the Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Accounts for the Financial Year ended 31st March, 2013 have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE

In accordance with the Provisions under Clause 49 of the Listing Agreement with the Stock Exchange, a separate Report on Corporate Governance along with the Auditors'' Certificate on its compliance and Management Discussion and Analysis Report are annexed to this Report.

PERSONNEL

The workers unrest in both the factories of the Company forced the Management to declare suspension of operation. However the management of the Company is in dialogue with unions and Government to arrive at an amicable settlement as well as for the earliest restart of the operations at both Plants.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation to the Governments of West Bengal and Tamil Nadu for providing support from time to time for the revival of Your Company , its Bankers and Employees and above all its Shareholders.

SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956, the Reports and Accounts of the Subsidiaries of your Company, M/s. Ebony Commercials Private Limited, M/s Dunlop East Limited and M/s Dunlop South Limited are attached.

For and on behalf of the Board

Place : Kolkata A. K. Agarwal S. Ravi

Date : 30th August, 2013 Director Director

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Mar 31, 2012

The Directors present the 85th Annual Report of the Company together with the audited accounts for the financial year ended 31 st March, 2012.

SUMMARIZED FINANCIAL RESULTS

Rs. in Lacs 2011-12 2010-11

Sales & other Income 2001.79 17452.61

Profit / (Loss) before Depreciation, (69.96) 909.34 Interests Tax

Financial Charges 937.67 574.21

Depreciation 146.68 143.88

Profit / (Loss) before Exceptional Items (1154.31) 191.25

Exceptional Item - -

Prior Period Adjustment 7.95 10.44

Profit before Tax (1146.36) 201.69

Profit after Tax (1146.36) 201.69

OPERATIONS

The manufacturing operation in Sahaganj Plant could not be continued due to higher manufacturing cost and non remunerative selling prices. Coupled with agitation/non co-operation by workmen, the Management of the Company was forced to declare suspension of operations in October, 2011.

At Ambattur plant in Chennai, operations continued till February, 2012. However due to industrial relations issues with the unions, the Management had no option but to declare suspension of operation at Ambattur Factory also with effect from 21.2.2012.

Your Company now proposes to start production in phased manner at Sahaganj Plant initially for Industrial Products and then OTR. Your Company also plans to set up 50 MW power plant and start production of Truck Tyres when the Power Plant becomes operational. Recently discussions have been held through a tripartite meeting along with union and representative of Government of West Bengal and the Company has submitted detailed plan for consideration to the Government of West Bengal. The Company expects favorable response from the Government and the Unions considering long term survival of Your Company.

As regards, Ambattur plant, the Unions approached the management for a full and final settlement for all workmen for which negotiations are in process in consultation with the Government of Tamilnadu. Once such settlement is arrived at, Management will then plan for future course of action.

DIVIDEND

In view of Loss during the year, your Directors are unable to consider Dividend for the year.

PUBLIC DEPOSIT

During the year, Your Company repaid fixed deposits amounting to Rs. 1,39,000/- Fixed Deposits matured up to September, 2000 but not repaid up to 31st March, 2012 stand at Rs. 8,01,06,000/-.

DIRECTORS

During the year, Mr. Subbaratnam Ravi and Mr. Samir Kumar Paul were appointed as Additional Directors of the Company w.e.f. 10th September, 2011 and 10th October, 2011 respectively by the Board, who will hold Office upto the date of 85th Annual General Meeting and are eligible for re-appointment.

Mr. Shiv Narayan Mabeshwari, Mr. Pawan Kumar Ruia, Mr. Virendra Kumar Agrawal, Mr. Dipak Rudra, Mr. Samir Kumar Paul and Mr. Ram Krishen Sadhu resigned from the Boardw.e.f. 17th June, 2011,10th'August, 2011,10th September, 2011,12th September, 2011, 29th February, 2012 and 26th March, 2012 respectively. Mr. Shiv Narayan Maheshwari also ceased to be Executive Director (being Whole-time Director) of the Company w.e.f. 17th June, 2011. The Board placed on record its deep appreciation for the valuable services rendered by all the above Directors. In accordance with Article 103 of the Articles of Association of your Company and the applicable provisions of the Companies Act, 1956, Mr. Damodar Prasad Dani will retire from the Board by rotation at the 85th Annual General Meeting and being eligible, offers himself for re- appointment.

AUDITORS

M/s. K. N. Gutgutia & Co., Chartered Accountants, Kolkata, Auditors of your Company, will hold office until the conclusion of 85th Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

COST AUDIT

The Board of Directors have appointed M/s. Mani & Co., Cost Accountants, Kolkata to carry out audit of the Cost Accounts of the Company relating to the manufacture of Tyres and Tubes products for the Financial Year ended 31st March, 2012 in compliance with the Central Government's Order in this regard. The due date of filing of Cost Audit Report for the Financial Year ended 31st March, 20124s within 180 days from the date of close of the Company's Financial Year and the same will be filed within the due date. The Cost Audit Report for the Financial Year ended 31st March, 2011 has been filed on 21.09.2011, i.e. within due date of filing.

APPOINTMENT OF PROVISIONAL LIQUIDATOR

Some of the creditors of Company have filed winding-up proceedings before the Calcutta High Court. One of the creditors had preferred an application for appointment of a Provisional Liquidator, whereupon the Calcutta High Court had appointed the Official Liquidator, as the Provisional Liquidator vide an Order dated 26.03.2012 which was challenged by the Company before the Division Bench. The Division Bench vide its' Order dated 29.03.2012 has stayed the operation of the said Order. In the Appeal, the Company has not only challenged the Order dated 26.03.2012, but has also questioned the maintainability of the winding-up petition filed by the creditor. The matter is still pending before the Court.

CONVERSION OF LOAN INTO EQUITY SHARES ON PREFERENTIAL BASIS

As the Members are aware, the Company has allotted 50,000,000 Equity Shares of Rs 10/- each fully paid up on preferential basis pursuant to Special Resolution passed by the Members at the Extraordinary General Meeting (EGM) held on 28th April, 2012, to the assignees who opted to convert their entire outstanding loan into Equity Shares of the Company. Necessary in principal approval is being obtained from Bombay Stock Exchange and the Members of the Company are hereby informed that relevant date for this purpose is 29th March, 2012.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is attached to this Report.

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Board of Directors hereby confirms:

i) That in the preparation of the Accounts for the Financial Year ended 31st March, 2012, the applicable Accounting Standards have been followed and proper explanations have been provided for material departures, wherever applicable;

ii) That the Board of Directors have selected such Accounting Policies and applied them consistently and made judgements 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;

iii) That the Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Accounts for the Financial Year ended 31st March, 2012 have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE

In accordance with the Provisions under Clause 49 of the Listing Agreement with the Stock Exchange, a separate Report on Corporate Governance along with the Auditors' Certificate on its compliance and Management Discussion and Analysis Report are annexed to this Report. PERSONNEL

The workers unrest in both the factories of the Company forced the Management to declare suspension of operation. However the management of the Company is in dialogue with unions and Government to arrive at an amicable settlement as well as for the earliest restart of the operations at both Plants.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation to the Governments of West Bengal and Tamil Nadu for providing support from time to time for the revival of Your Company, its Bankers and Employees and above all its Shareholders.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the Reports and Accounts of the Subsidiaries of your Company, M/s. Ebony Commercials Private Limited, M/s Dunlop East Limited and M/s Dunlop South Limited are attached.

For and on behalf of the Board

Place: Kolkata D. P. Dani M. L. Chauhan

Date: 19th May, 2012 Director Director

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Mar 31, 2011

Dear Members,

The Directors present the 84th Annual Report of the Company together with the audited accounts for the financial year ended 31st March, 2011

SUMMARIZED FINANCIAL RESULTS

Rs. in Lacs

2010-11 2009-10

Sales & other Income 17452.61 18070.21

Profit before Depreciation, Interest & Tax 909.34 563.47

Financial Charges 574.21 281.47

Depreciation 143.88 140.72

Profit before Exceptional Items 191.25 141.28

Exceptional Item - -

Prior Period Adjustment 10.44 (14.57)

Profit before Tax 201.69 126.71

Profit after Tax 201.69 126.71

OPERATIONS

During the year, there was unprecedented increase in the price of natural rubber and other hey raw materials coupled with stiff competition from domestic and Chinese suppliers of truck / bus tyres. The manufacturing operations at Sahaganj and Ambattur Plant partly effected due to non remunerative selling price remained in second half of the year. We expect auto industry to continue to grow and your Company proposes further consolidation in the tyre market along with re-introduction of two-three wheeler tyre manufacture. This is a growing segment and we plan to create the requisite infrastructure to enter this market.

DIVIDEND

Your Directors have decided to retain the internal accruals and therefore do not recommend any dividend for the financial year 2010- 11.

PUBLIC DEPOSIT

During the year under review, the Company repaid fixed deposits amounting to Rs. 89,69,000/-. Fixed Deposits matured up to September, 2000 but not repaid up to 31st March, 2011 stand at Rs. 8,02,45,000/-.

DIRECTORS

During the year under review, Mr. Virendra Kumar Agrawal and Mr. Damodar Prasad Dani were appointed as Additional Directors of the Company w.e.f. 11th May, 2010 whose re-appointments were subsequently approved at the Company's 83rd AGM held on 15th June, 2010.

Mr. Rakesh Kumar Budhiraja resigned from the Directorship w.e.f. 11th May, 2010. Mr. Rakesh Kumar Budhiraja also ceased to be the Executive Director (being the Whole-time Director) & CEO of the Company w.e.f. 11th May, 2010, The Board placed on record its deep appreciation for the valuable services rendered by Mr. Rakesh Kumar Budhiraja.

Mr. Shiv Narayan Maheshwari was appointed as CEO of the Company w.e.f 2nd August, 2010. Mr. Shiv Narayan Maheshwari was appointed as Additional Director of the Company w.e.f. 11th August, 2010 by the Board who will hold Office upto the date of the 84th Annual General Meeting and is eligible for re-appointment. Mr. Shiv Narayan Maheshwari was also appointed as the Executive Director {being the Whole-time Director) of the Company for 3 years w.e.f. 11th August, 2010 till 10th August, 2013.

In accordance with Article 103 of the Articles of Association of your Company and the applicable provisions of the Companies Act, 1956, Mr. Dipak Rudra and Mr. Mohan Lall Chauhan will retire from the Board by rotation at the 84th Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. K. N. Gutgutia & Co., Chartered Accountants, Kolkata, Auditors of your Company, will hold office until the conclusion of 84th Annual General Meeting and being eligible, offer themselves for re- appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

COST AUDIT

The Board of Directors have appointed M/s. Mani & Co., Cost Accountants, Kolkata to carry out audit of the cost accounts of the Company relating to the manufacture of tyres and tubes products for the financial year ended 31st March, 2011 in compliance with the Central Government's Order in this regard. The due date of filing of Cost Audit Report for the financial year ended 31st March, 2011 is within 180 days from the date of close of the Company's financial year and the same will be filed within the due date.

INFORMATlON PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are attached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Board of Directors hereby confirm:

i) That in the preparation of the Accounts for the Financial Year ended 31st March, 2011, the applicable Accounting Standards have been followed and proper explanations have been provided for material departures, wherever applicable;

ii) That the Board of Directors have selected such Accounting Policies and applied them consistently and made judgements 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;

iii) That the Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Accounts for the Financial Year ended 31st March, 2011 have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE

In accordance with the Provisions under Clause 49 of the Listing Agreement with the Stock Exchange, a separate Report on Corporate Governance along with the Auditors' Certificate on its compliance and Management Discussion and Analysis Report are annexed to this Report.

PERSONNEL

The Management of the Company and its Unions have cordial and healthy relationship at both the Company's Factories at Sahaganj, Hooghly, West Bengal and Ambattur, Chennai, Tamil Nadu.

ACKNOWLEDGEMENT

Your Directors placed on record their appreciation to the Governments of West Bengal and Tamil Nadu for providing support from time to time for the revival of Dunlop, its Bankers and Employees and above all to its Shareholders.

SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956, the Reports and Accounts of the Subsidiary of your Company, M/s. Ebony Commercials Private Limited are attached.

For and on behalf of the Board

S. N. Maheshwari Virendra Agrawal Executive Director & CEO Director



Place: Kolkata Date : 21st May, 2011

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Mar 31, 2010

The Directors present the 83rd Annual Report of the Company together with the audited accounts for the financial year ended 31 st March, 2010.

SUMMARIZED FINANCIAL RESULTS

Rs. in Lacs

2009-10 2008-09

Sales & other Income 18070.21 18300.73

Profit before Depreciation, Interest & Tax 563.47 975.31

Financial Charges 281.47 701.90

Depreciation 140.72 135.94

Profit before exceptional Items 141.28 137.47

Exceptional Item - (55.51)

Prior Period Adjustment (14.57) 54.27

Profit before Tax 126.71 136.23

Profit after Tax 126.71 136.23

OPERATIONS

During the period, the plants were opened and production is getting stabilized.

DIVIDEND

Your Directors have decided to retain the internal accruals and therefore do not recommend any dividend for the financial year 2009-10.

PUBLIC DEPOSIT

During the year under review, the Company paid fixed deposit of Rs. 1,04,000/-. Fixed Deposits matured up to September, 2000 but not paid up to 31st March, 2010 amount to Rs. 8,92,14,000/-.

DIRECTORS

During the year under review, Mr. Damodar Prasad Dani, resigned from the Directorship w.e.f. 4,h November, 2009. Mr. Damodar Prasad Dani also ceased to be the Executive Director and CEO of the Company w.e.f. 4,h November, 2009. The Board placed on record its deep appreciation for the valuable services rendered by Mr. D. P. Dani.

Mr. Rakesh Kumar Budhiraja was appointed as Additional Director of the Company w.e.f. 28tn December, 2009 by the Board, who will hold Office upto the date of the 83rd Annual General Meeting and is eligible for re-appointment. Mr. Rakesh Kumar Budhiraja was also appointed as the Executive Director (being the Whole-time Director) and CEO of the Company for 3 years w.e.f. 28th December, 2009 till 27,h December, 2012.

In accordance with Article 103 of the Articles of Association of your Company and the applicable provisions of the Companies Act, 1956, Mr. Pawan Kumar Ruia and Mr. Ram Krishen Sadhu will retire from the Board by rotation at the 83"1 Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. K. N. Gutgutia & Co., Chartered Accountants, Kolkata, Auditors of your Company, will hold office until the conclusion of 83rd Annual General Meeting and being eligible, offer themselves for re- appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988 and Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are attached to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Board of Directors hereby confirm:

i) That in the preparation of the Accounts for the Financial Year ended 31st March, 2010, the applicable Accounting Standards have been followed and proper explanations have been provided for material departures, wherever applicable;

ii) That the Board of Directors have selected such Accounting Policies and applied them consistently and made judgements 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;

iii) That the Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Accounts for the Financial Year ended 31st March, 2010 have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE

In accordance with the Provisions under Clause 49 of the Listing Agreement with the Stock Exchange, a separate Report on Corporate Governance along with the Auditors Certificate on its compliance and Management Discussion and Analysis Report are annexed to this Report.

PERSONNEL

The Management of the Company and its Unions have cordial and healthy relationship. After a tripartite meeting in November, 2009 between the Unions, Management and the Labour Minister, the Management has lifted the suspension of operations at its Sahaganj Plant.

At the Ambattur Factory, the Union and the Management have entered into a Memorandum of Settlement for a period of three years and thereafter, the Plant has opened in October, 2009.

ACKNOWLEDGEMENT

Your Directors placed on record their appreciation to the Governments of West Bengal and Tamil Nadu for providing support from time to time for the revival of Dunlop, its Bankers and Employees and above all to its Shareholders.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the Reports and Accounts of the Subsidiaries of your Company, M/s. Wizer Advertising Private Limited and M/s. Ebony Commercials Private Limited are attached.

For and on behalf of the Board Place : Kolkata Pawan Kumar Ruia

Date : 22nd April, 2010 Chairman