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રબ્બર પ્રોડક્ટ્સ ડિરેક્ટર્સ રિપોર્ટ, રબ્બર પ્રોડક્ટ્સ ડિરેક્ટર્સ દ્વારા રિપોર્ટ

રબ્બર પ્રોડક્ટ્સ

બીએસઈ: 526496  |  ઍનઍસઈ : N.A  |  ISIN: INE430C01017  |  Rubber

શોધો રબ્બર પ્રોડક્ટ્સ કનેક્શન � Mar 14
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '15
 Dear Members,
 
 The Directors are pleased to present the 49TH Annual Report and the
 Audited Accounts of the Company for the year ended 31ST March, 2015.
 
 FINANCIAL PERFORMANCE & REVIEW OF OPERATIONS:
 
 The Company''s sales revenue during the year under review was Rs.
 1310.96 lacs as compared to Rs. 1927 41 lacs in the previous year. The
 Company has incurred loss in the Financial Year 2014-15 of Rs. 242.86
 lacs. The export turnover of your Company during the financial year was
 Rs. 436.83 lacs compared to Rs. 584.27 lacs in the previous year.
 
 FINANCIAL RESULTS
 
                                                          (Rs. in Lacs)
 
                                                    For the year ended
 
                                                 31 03,2015   31.03.2014
 
 Sales                                              1310.96     1927.41
 
 Profit/(Loss) before taxation                     (242.13)     (10.75)
 
 Less: Provision for Tax
 
 (i) Deferred Taxation                               (0.73)     (10.63)
 
 Profit/(Loss) after tax                           (242.86)      (0.12)
 
 Balance brought forward from
 
 previous year                                     (507.07)    (506.95)
 
 Balance carried to Balance Sheet                (749.93)      (507.07)
 
 FACTORS AFFECTING THE COMPANY''S AFFAIRS:
 
 During the year under review, your Company has achieved a turnover of
 Rs. 13.10 Crores as against Rs. 19.27 Crores in the.  previous year.
 The general economic stagnation has affected the Company''s business to
 a great extent. In addition to this the increasing price of material
 has had its effects on the margins.
 
 DIVIDEND:
 
 In view of the loss incurred during the year under review, your
 Directors are not in a position to recommend any dividend for the year
 2014-15.
 
 REVIEW OF OPERATION:
 
 A detailed review of the operations, performance and outlook of the
 Company and its business is given in the Management''s Discussion and
 Analysis Report, which forms part of this Annual Report.
 
 MERGER OF COSMOS (INDIA) RUBBER WORKS LIMITED:
 
 Proposal of Merger of The Cosmos (India) Rubber Works Private Limited
 (COSMOS) with your Company is under consideratic of BIFR.
 
 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING TH FINANCIAL POSITION
 OF THE COMPANY OCCURRED BETWEE THE END OF THE FINANCIAL YEAR TO WHICH
 THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
 
 No material changes and commitments affecting the financial position of
 the Company occurred between the end of the financial year to which
 this financial statements relate on the date of this report
 
 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
 MECHANISM
 
 Your Directors in their meeting held on 5th August, 2014 have
 reconstituted its Audit Committee and adopted revised terms c reference
 in accordance with the provisions of Section 177 c the Companies Act
 2013.
 
 The Audit Committee consists of the following members.
 
 a.  Mrs. Sucharita R. Hegde
 
 b.  Mr. Ashok Shetty
 
 c.  Mr. F. S. Broacha
 
 The above composition of the Audit Committee consists o independent
 Directors viz., Mr. Ashok Shetty and Mr. F. S. Broach; who form the
 majority.
 
 The Company has estabiished a vigil mechanism and overseathe through
 the Committee, the genuine concerns expressed by the employees and
 other Directors. The Company has also provided adequate safeguards
 against victimization of employees and Directors who express their
 concerns, The Company has also provided direct access to the chairman
 of the Audit Committee on reporting issues concerning the interests of
 co employees and the Company.
 
 RISK MANAGEMENT:
 
 Pursuant to section 134 (3) in) of the Companies Act, 2013 the Board
 observed that at present the company has not identified any element of
 risk which may threaten the existence of the company.
 
 DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
 CORPORATE SOCIAL RESPONSIBILITY
 
 INITIATIVES
 
 The Company has not developed and implemented any Corporate Social
 Responsibility initiatives as the said provisions are not applicable.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
 
 The company has not given any loans or guarantees or not made any
 investment covered under the provisions of section 186 of the Companies
 Act, 2013
 
 REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
 EXCHANGE EARNINGS AND OUT GO:
 
 A CONSERVATION OF ENERGY
 
 The Company continues to accord priority to energy conservation.
 Consistent efforts are being made for identifying the potential areas
 for energy saving. The Company continues to pursue energy optimization
 by means of improved operational methods.
 
 B. TECHNOLOGY ABSORPTION
 
 I) RESEARCH AND DEVELOPMENT (R&D):
 
 1.  Specific areas in which R & D carried out by the Company: Research
 & Development Department of the Company continued to provide valuable
 support for improvement in quality of existing products, development of
 new products and process for better productivity, quality and cost
 effectiveness.
 
 2.  Benefits derived as a result of the above R&D
 
 * Improvement of quality/process/productivity
 
 * Global acceptance of the products
 
 * Reduction in production time
 
 * Reduction in cost of the product
 
 * Reduction in raw. material consumption
 
 3.  Future plan of action: The Company has planned to upgrade its
 existing plant and machinery and technologies to improve quality of the
 existing products acceptable to the international community with
 economical price.
 
 4.  Expenditure on R & D
 
                                                          (Rs. In Lacs)
 
 Particulars                                         2014-15     2013-14
 
 Capital                                               0.00
 
 Recurring
 
 Employee Remuneration                                 3.07       9.81
 
 Total                                                 8.07        9.81
 
 Total R&D expenditure as a percentage of total turnover is 0.061 %.
 
 II) TECHNOLOGY. ABSORPTION. ADAPTATION AND INNOVATION:
 
 The Company is continuously taking steps to upgrade the technology from
 time to time to improve the existing products and develop new products
 with the object of providing economical and quality products Jo its
 customers.
 
 C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 The Company has taken continuous efforts to increase its export
 turnover by exploration and development of new export market for its
 product.
 
 The foreign Exchange earnings during the current year are Rs. 437.22
 Lacs compared to Rs. 596.43 Lacs during the previous year.
 
 The foreign Exchange outgo during the current year is Niil compared to
 Nil during the previous year.
 
 CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
 
 Al! related party transactions that were entered into during the
 financial year were on arm''s length basis and were in the ordinary
 course of the business. There are no materially significant related
 party transactions made by the company with Promoters, Key Managerial
 Personnel or other designated persons which may have potential conflict
 with interest of the company at large. Please refer Annexure !.
 
 DISCLOSURE UNDER THE COMPANIES (APPOINTMENT AND REMUNERATION OF
 MANAGERIAL PERSONNEL! RULES. 2014
 
 There are no employees failing under the limits as defined under Rule
 5(2) of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014.
 
 EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
 REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
 SECRETARY1N THEIR REPORTS
 
 No separate comments on the Notes pointed out by the Auditors in their
 Report, have been given since all the notes are self-explanatory.
 
 CORPORATE GOVERNANCE:
 
 A report on Corporate Governance is attached as Annexure II to this
 report.
 
 PUBLIC DEPOSITS
 
 During the year under report, your Company did not accept any deposits
 from the public in terms of the provisions of section 73 of the
 Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
 2014.
 
 MANAGEMENT DISCUSSION & ANALYSIS REPORT:
 
 The Management Discussion & Analysts Report is attached as Annexure III
 to this report.
 
 SUBSIDIARIES COMPANIES
 
 The Company does not have any subsidiary.
 
 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
 
 During: the financial year ended 31st March, 2015, Four (4) Board
 meetings were held and these were in compliance with
 
 the Companies: Act, 2013.
 
 The maximum time period between two consecutive Board meetings was not
 more than one hundred and twenty days.
 
 EXTRACT OF THE ANNUAL RETURN
 
 The extract of the annual return in Form No. MGT 9 shall form part
 of the Board''s report. Annexure IV.
 
 SECRETARIAL AUDIT REPORT
 
 The Board has appointed M/s. Sameer Apte & Co., Practicing Company
 Secretary, to conduct Secretarial Audit for the financial year 2014-15.
 The Secretarial Audit Report for the financial year ended March 31,2015
 is annexed herewith marked as Annexure V to this Report. The
 Secretarial Audit Report does not contain any qualification,
 reservation or adverse remark.
 
 AUDITORS
 
 M/s J, R. Jain & Co., Chartered Accountants, Statutory Auditors of the
 Company hotd office up to the conclusion of Annual Genera!  Meeting of
 the Company which will be held in the FY 2017-18, subject to
 ratification of the same every year by the members of the Company. A
 certificate under section 139{1) of the Companies Act, 2013 regarding
 their eligibility for the proposed re- appointment has been obtained
 from M/s. J. R. Jain & Co..  Chartered Accountants. Your Directors
 recommend their re- appointment for the ratification of the members.
 
 AUDITORS REPORT
 
 There are adverse observations or qualifications in the Auditor s
 report for the year ending 31st March 2015. The auditors'' report for
 the period has been annexed with this report and the comments made by
 the statutory auditors are self-explanatory.
 
 DIRECTORS:
 
 As per Section 149(13) of Companies Act, 2013 independent Directors are
 not liable to retire by rotation.
 
 Mrs. Smita Shetty is liable to retire by rotation and is eligible to be
 re-appointed at the Annual General Meeting.
 
 Except for the above, there has not been any change in the constitution
 of the Board of Directors of the Company since the last report.
 
 DECLARATION OF INDEPENDENT DIRECTORS
 
 The Independent Directors have submitted their disclosures to the Board
 that they fulfill all the requirements as stipulated in Section 149(6)
 of the Companies Act, 2013 so as to qualify themselves to be appointed
 as independent Directors under the provisions of the Companies Act,
 2013 and the relevant rules.
 
 DIRECTORS RESPONSIBILITY STATEMENT:
 
 In terms of the provisions of section 134(5) of the Companies Act, 2013
 and to the best of their knowledge and belief and according to the
 information and explanations obtained by them and save as mentioned
 elsewhere in this Report, the attached Annual Accounts and the Auditors''
 Report thereon, your Directors confirm that:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (ii) the Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the year and of the profit or loss of the
 Company for that period;
 
 (iii) the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 (iv) the Directors had prepared the annual accounts for the financial
 year ended March 31, 2015 on a going concern basis.
 
 (v) the directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 ACKNOWLEDGEMENT:
 
 rhe Directors wish to place on record their appreciation of the
 continued co-operation the Company has received from various
 departments of the Central and State Government, Bankers, Financial
 Institutions, Auditors, Dealers and Suppliers and also acknowledge the
 contribution made by the employees and workers.
 
 The Directors also wish to place on record their gratitude to the
 valued Customers, Members and investing Public for their continued
 support and confidence reposed in the Company.
 
                                    On behalf of the Board of Directors
                                        For The Rubber Products Limited
 
                                                     Mrs. Smita Shetty
                                                           Chairperson
 
 Thane, 28th August, 2015
 
 
 
 
 
 
 
સ્તોત્ર: રેલીગેર ટેકનોવા


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