| The Members,
Rishiroop Rubber (International) Limited
The Directors are pleased to present the 24th Annual Report together
with the Audited Financial Statements of your Company for the financial
year ended on 31st March, 2014:
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Particulars 2013-2014 2012-2013
Sales and Other Income 3737.29 4713.75
Profit before Interest, Depreciation
and Tax 323.07 357.33
Less : Finance Cost 15.36 20.66
Depreciation/Impairment 80.46 102.60
Profit before Tax (PBT) 227.25 234.07
Less: Provision for Tax
(Including Income Tax,
Deferred Tax, etc.) 45.50 153.92
Profit after Tax (PAT) 181.75 80.15
Add/(Less): Balance Brought forward
from the previous year (334.95) (415.10)
Loss carried forward to Balance Sheet (153.20) (334.95)
REVIEW OF OPERATIONS AND OVERALL PERFORMANCE
During the year under review, due to current economic and industrial
scenario the total revenue has decreased from Rs. 4713.75 Lacs in the
previous year to 13737.29 Lacs for the current year. The profit before
Tax (PBT) for the year has decreased from Rs. 234.07 Lacs in the previous
year to Rs. 227.25 Lacs in the current year. The profit after Tax (PAT)
has increased from Rs. 80.15 Lacs in the previous year to Rs. 181.75 Lacs
in the current year due to reduction in deferred tax liability.
Your company has awarded a contract in March-2014 for disposal of old
equipments and related building structure at Ankleshwar factory in
terms of the resolution passed by the Shareholders earlier.
DIVIDEND
Due to the accumulated losses, the Board of Director do not recommended
any dividend for the year ended 31st March, 2014.
DIRECTORS
Mr. H B Jokhakar and Mr. H L Ohri resigned from the directorship of the
company w.e.f. 2nd May, 2014. The Board of Directors took note of the
same at their meeting held on 3rd May, 2014. The Board of Directors
place on record its appreciation for the valuable services rendered by
both Mr. H B Jokhakar and Mr. H L Ohri.
The Board of Directors at their meeting held on 3rd May, 2014 appointed
Mr. Dilipkumar P Shah as an additional director of the company in the
category of Non Executive Independent Director of the company. Mr.
Dilipkumar P Shah holds office up to the date of the ensuing Annual
General Meeting of the Company and is eligible for appointment. Your
directors are seeking his appointment as regular Independent Director
for a term of five consecutive years up to 2nd May, 2019. Details of the
proposal for appointment of Mr. Dilipkumar P Shah are mentioned in the
Explanatory Statement under Section 102 of the Companies Act, 2013 in
the Notice of the 24th Annual General Meeting.
In terms of the Articles of Association of the Company Mr. M.K. Kapoor,
Director of the Company is liable to retire by rotation at the ensuing
general meeting of the Company and being eligible, offers himself for
reappointment. The brief resume of the director and other information
has been detailed in the Corporate Governance Report of the Company.
Appropriate resolution for his re-appointment shall be placed for
approval of the shareholders at the ensuing Annual General Meeting. The
directors recommend his re-appointment as director of the Company.
As per Section 149 of the Companies Act, 2013 and SEBI Circular dated
17.04.2014, your directors are seeking appointment of Mr. H D Vakil as
an Independent Director for a term of five consecutive years up to 31st
March, 2019. Details of the proposal for appointment of Mr. H D Vakil
are mentioned in the Explanatory Statement under Section 102 of the
Companies Act, 2013 in the Notice of the 24th Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provision of Section 134(5) of the Companies
Act, 2013 with respect to Director Responsibility Statement, it is
hereby confirmed -
1) That in the preparation of the annual accounts for the financial year
ended 31st March 2014; 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 were
reasonable and prudent so as to give a true and fair view of the state
of affairs and of the profit of the Company for the year ended 31st
March 2014.
3) That the Directors have taken proper and suffcient care 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.
4) That the Directors have prepared the accounts for the financial year
ended 31st March, 2014 on a 'going concern' basis.
5) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
6) 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
CORPORATE GOVERNANCE
The Company has been practicing the principles of good Corporate
Governance over the years and lays strong emphasis on transparency,
accountability and integrity.
A separate report on the Corporate Governance and a certifcate from the
statutory auditors of the Company regarding compliances of condition of
Corporate Governance as stipulated under clause 49 of the listing
Agreement with the Stock Exchange form part of this Annual report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The management discussion and analysis report forms part of the Annual
Report in Compliance with Clause 49 of the Listing Agreement.
DEPOSITS
The Company has not accepted fixed deposits from the public during the
year under review. The provisions of Section 73 of the Companies Act,
2013 are thus not applicable to the Company.
AUDITORS AND AUDITORS REPORT
The Auditors M/s. Jayesh Dadia & Associates, Chartered Accountants,
retire at conclusion of the ensuing Annual General Meeting and are
eligible under Section 139 and 141 of the Companies Act, 2013 for
re-appointment.
The Company has received confirmation from M/s. Jayesh Dadia &
Associates, Chartered Accountants to the effect that their appointment
if made, would be within the eligibility criteria prescribed under
Section 139 and 141 of the Companies Act, 2013.
The observations and comments given in the Auditors Report read
together with the notes to the accounts are self explanatory and hence
do not call for any further information and explanation under Section
134(3) of the Companies Act,2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, are set out in Annexure 'A' forming part of the Report
PARTICULARS OF EMPLOYEES
The Company does not have any employee in respect of whom particulars
in accordance with the provisions under Section 134 of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are
required to be given.
ACKNOWLEDGEMENTS
The Board wishes to place on record their sincere appreciation and
gratitude to the various government authorities, bankers, customers,
vendors, shareholders and all other stakeholders for their continued
co-operation and generous support. Your Directors would also like to
take this opportunity to express their appreciation for the dedicated
efforts of the employees of the Company.
For and on behalf of the Board of Directors
Place: Mumbai M. K. Kapoor
Date: 23rd May, 2014 Chairman
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