Notice. Govind Rubber Limited

Size: px
Start display at page:

Download "Notice. Govind Rubber Limited"

Transcription

1

2

3 Notice NOTICE is hereby given that the Twenty Seventh Annual General Meeting of the Members of Govind Rubber Limited will be held on Wednesday, the 11 th July 2012, at a.m. at Nehru Centre, Hall of Harmony, Dr.Annie Besant Road, Worli, Mumbai to transact the following business : ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at 31 st March 2012 and Statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors and the Auditors thereon. 2. To appoint a Director in place of Shri Sandeep Jhunjhunwala who retires by rotation and being eligible offers himself for reappointment. 3. To appoint Auditors of the Company and to fix their remuneration. SPECIAL BUSINESS: 4. To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an ordinary Resolution. RESOLVED THAT Shri S.Dorai Rajan be and is hereby appointed as a Director of the Company and that he shall be liable to retire by rotation. 5. To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an ordinary Resolution. RESOLVED THAT Shri Rahul Poddar be and is hereby appointed as a Director of the Company and that he shall be liable to retire by rotation. 6. To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an ordinary Resolution. RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310, 311 and all other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII to the Companies Act, 1956, (including any statutory modification (s) or reenactment thereof for the time being in force) and subject to such approval from the Central Government or any other authority, as may be required, consent of the Company be and is hereby accorded to the appointment of Shri Rahul Poddar as an Executive Director of the Company for a period of five years commencing from 1 st December 2011 on the terms and conditions including remuneration as set out in the explanatory statement annexed to the notice convening this meeting with liberty to the Board of Directors (hereinafter referred to as Board ) to alter and vary the terms and conditions of the said appointment including minimum remuneration (in case of absence or inadequacy of profits), as may be agreed to between the Board and Shri Rahul Poddar. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution. 7. To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an ordinary Resolution. RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310, 311 and all other applicable provisions, if any of the Companies Act, 1956, read with Schedule 1 XIII of the Companies Act, 1956 (including any statutory modification(s) or reenactment thereof for the time being in force) and subject to such approval from the Central Government or any other authority, as may be required, consent of the Company be and is hereby accorded to the reappointment of Shri Umesh Lathi as a Whole time Director for a further period of five years from 1 st July, 2012 on the terms and conditions including remuneration as set out in the explanatory statement annexed to the notice convening this meeting with liberty to the Board of Directors (hereinafter referred to as Board to alter and vary the terms and conditions of the said appointment including minimum remuneration (in case of absence or inadequacy of profits), as may be agreed to between the Board and Shri Umesh Lathi. Place : Mumbai Dated : 28 th May 2012 NOTES: By order of the Board of Directors VINOD PODDAR Chairman & Managing Director A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER. THE INSTRUMENT APPOINTING A PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. UNPAID/ UNCLAIMED DIVIDEND: In terms of provisions of relevant sections of the Companies Act, 1956, the Company has already transferred unpaid dividend for the financial year to the Central Government on the completion of seven years from the date of payment and this being the last dividend payment made by the Company since then, there has been no pending unpaid dividend to be transferred to the Central Government as of now. Members are requested to notify to the Company or its Registrar immediately of any change in their address. The Register of Members and Share Transfer Books of the Company shall remain closed from to (both days inclusive). Note on Director s seeking appointment / reappointment as required under Clause 49 (VI)(A) of the Listing Agreement of Stock Exchange, Mumbai. I. Shri Sandeep Jhunjhunwala is retiring by rotation and is eligible for reappointment, has offered himself for reappointment. His attendance record in the Board/ General Meeting during the year under review is given in this Report. Shri Sandeep Jhunjhunwala is an independent Director of the Company since He is a business man and having experience in varied business verticals. He is a member of audit committee as well as shareholders grievance committee. Govind Rubber Limited

4 Notice 27th Annual Report II. Shri Rahul Poddar (26) is the son of Shri Vinod Poddar and he has achieved a BBA from United Kingdom and brings with him multiple skills to achieve professionalism into the organization and he aims to bring this business conglomerate who can lead in the area of operations by creating value in quality, complete customers' solution and stakeholders wealth. He has received managerial and entrepreneurial level training under able leadership of his father. He will be quite instrumental in overall development strategies of the group. III. Shri S.Dorai Rajan is the Director on the Board of Kanzen Institute Asia Pacific Pvt.Ltd. He is a qualified Cost Accountant and carries rich & vast experience in the field of manufacturing and journey towards perfection. He has been helping the organization to become world class. He is acknowledged experts in continual improvements and problem solving. His vast experience of operation will benefit to the organization. IV. Shri Umesh Lathi is being reappointed as a whole time Director of the Company w.e.f Shri Lathi is with the Company since May 04 and has joined the Board in July 07. Shri Lathi is a Chartered Accountant and having rich experience in finance and commercial verticals. In addition to finance, he is looking after all major areas of business development and has been shouldering overall responsibilities of day to day affairs of the Company. ANNEXURE TO NOTICE: The Explanatory Statement under Section 173 (2) in respect of item No.4, 5, 6 & 7 of the accompanying notice set out hereinabove is as under: Item No.4 Shri S.Dorai Rajan has been appointed as an additional Director of the Company by the Board of Directors at its Meeting held on 10 th November He will cease to be a Director on the date of this Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a Member proposing his candidature for the Directorship of the Company along with a deposit of ` 500/. The Board recommends the Resolution for your approval. None of the Directors of the Company except Shri S.Dorai Rajan is concerned or interested in this Resolution. Item No.5 & 6 Shri Rahul Poddar has been appointed as an additional Director of the Company by the Board of Directors at its Meeting held on 10 th November, He will cease to be a Director on the date of this Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a Member proposing his candidature for the Directorship of the Company along with a deposit of ` 500/. The Board in its said Meeting appointed Shri Rahul Poddar as an executive Director of the Company for a period of 5 years w.e.f The gist of material terms and conditions relating to his appointment as an Executive Director are as follows: 1. Salary : ` 3,00,000/ per month upto ` 10,00,000/. 2. Commission: Having regards to the provisions of Section 309(3) of the 2 Companies Act, 1956, Commission may be paid to Shri Rahul Poddar which shall not exceed 5 percent of net profit. 3. Perquisites In addition to the salary, he shall also be entitled to the following perquisites, as per the Rules of the Company: a) Medical Reimbursement: Reimbursement of medical expenses incurred for self and family, as per Rules of the Company. The Company shall take a separate Mediclaim Policy for Shri Rahul Poddar and his family and premium on such policy shall be paid by the Company. b) Leave Travel Assistance: Reimbursement of actual travelling expenses for proceeding on leave for self and family as per Rules of the Company. Explanation For the purpose of the perquisites under (a) & (b) above, family shall mean the spouse, the dependent children and the dependent parents. c) Personal Accident Insurance: Actual Premium paid. d) Provident Fund, Superannuation Fund or Annuity Fund: The Company s contribution to Provident Fund, Superannuation Fund or Annuity Fund as per rules of the Company. e) Gratuity: Gratuity shall be payable as per Rules of the Company. f) Leave and Encashment of Leave: He will be entitled to leave with full pay and encashment of the accumulated leave, as per rules of the Company and will not be included in the computation of the ceiling on perquisites. g) Use of Car: The Company shall provide two fully maintained cars with drivers for business and personal use. h) Club Fees: The Company shall reimburse the membership fees for two clubs in India which includes admission fees and life membership fees. i) Bonus & Exgratia: Bonus & Exgratia will be paid, as per rules of the Company. j) Reimbursement of Expenses: The Company shall reimburse all expenses including travelling, entertainment and other for the business purpose on actual basis. k) Telephones, Facsimile and other communication facilities: The Company shall provide telephones, Facsimile and other communication facilities at his residence and the same shall be borne by the Company. l) Other allowances and benefits in terms of current employment including leave, provident fund, gratuity and other retiring benefits to which he may be entitled, as an Executive Director. 4. Minimum Remuneration: Notwithstanding anything to the contrary herein contained,

5 Notice wherein any Financial Year during the currency of his tenure, the Company has no profit or its profits are inadequate, the Company will pay remuneration by way of salary, perquisites and allowances as specified above subject to compliance with the applicable provisions of Schedule XIII to the Act, if and to the extent necessary, with the approval of the Central Government. RESOLVED FURTHER THAT the draft agreement of the appointment of Shri Rahul Poddar as an Executive Director under Section 302 of the Companies Act, 1956 be kept available for the inspection of Shareholders and the necessary form/ return be filed with MCA21 as per the requirement of Law Provisions. 5. Memorandum of Interest: None of the Directors of the Company except Shri Rahul Poddar and Shri Vinod Poddar relative of Shri Rahul Poddar are concerned or interested in passing of this resolution. The Board recommends the Resolution for your approval. Item No.7 The Present term of office of Shri Umesh Lathi as a whole time Director of the Company expires on 30 th June, Subject to Shareholders approval, the Board of Directors, at its Meeting held on 28 th May, 2012, reappointed him as a whole time Director for a further period of five years with effect from 1 st July, 2012 as per the terms and conditions set out in the draft agreement referred to in the resolution as item no. 7 of the accompanying notice. The Board of Directors consider that the services of Shri Umesh Lathi as a whole time Director will be very useful and beneficial to the Company. The terms and conditions of the draft agreement referred to in the resolution of the accompanying notice is set out as under; The gist of material terms and conditions relating to his appointment as Wholetime Director are as follows: 1. Salary : a. ` 1,00,000// per month upto ` 8,00,000/ per month. b. The same is bifurcated as under: i. Basic Salary: ` 1,00,000/ per month with annual increment as decided. ii. House Rent Allowance : 50% of the Basic Salary. iii. Special allowance with annual increment as decided. 2. Commission: No commission is payable to him. 3. Perquisites: In addition to the salary, he shall also be entitled to the following perquisites, as per the Rules of the Company: a) Medical Reimbursement: Reimbursement of medical expenses incurred for self and family, as per the Rules of the Company. b) Leave Travel Assistance: Reimbursement of actual traveling expenses for proceeding on leave once in a year for self and family as per the Rules of the Company. Explanation For the purpose of the perquisites under (a) & (b) above, family shall mean the spouse, the dependent 3 children and the dependent parents. c) Personal Accident Insurance: Actual Premium paid. d) Provident Fund, Superannuation fund or Annuity fund: Contribution to Provident Fund, Superannuation fund or Annuity fund is payable as per the Rules of the Company. e) Leave and Encashment of Leave: He will be entitled to leave with full pay and encashment of the accumulated leave, as per the Rules of the Company and will not be included in the computation of the ceiling on perquisites. f) Use of Car: The Company shall provide fully maintained car with driver for business and personal use. g) Bonus & Exgratia: Bonus & Exgratia will be paid, as per the Rules of the Company. h) Telephones, Facsimile and other communication facilities: The Company shall provide free telephones, Facsimile and other communication facilities at his residence. i) Other allowances and benefits in terms of current employment including leave, provident fund, superannuation, gratuity and other retiring benefits to which he may be entitled, account shall be taken of his service with the Company prior to his appointment as Whole Time Director. 4. Minimum Remuneration: Notwithstanding anything to the contrary herein contained, wherein any Financial Year during the currency of his tenure, the Company has no profit or its profits are inadequate, the Company will pay remuneration by way of salary, perquisites and allowances as specified above subject to compliance with the applicable provisions of Schedule XIII to the Act, if and to the extent necessary, with the approval of the Central Government. RESOLVED FURTHER THAT the draft agreement of the appointment of Shri Umesh Lathi Whole time Director under Section 302 of the Companies Act, 1956 be kept available for the inspection of Shareholders and the necessary form/ return be filed with MCA21 as per the requirement of Law Provisions. Place : Mumbai Dated : 28 th May 2012 By order of the Board of Directors VINOD PODDAR Chairman & Managing Director Please address all correspondence relating to this matter to: M/s.Sharepro Services (India) pvt. Ltd. Unit: Govind Rubber Limited 13 AB Samhita Warehousing Complex 2 nd Floor, Sakinaka Telephone Exchange Lane Off Andherikurla Road, Sakinaka Andheri (E), Mumbai Tel: /400 Fax: grubber@shareproservices.com Govind Rubber Limited

6 Directors' Report 27th Annual Report DIRECTORS' REPORT, MANAGEMENT DISCUSSION & ANALYSIS Dear Shareholders, Your Directors are pleased to present the 27 th Annual Report and Audited Statement of Accounts for the year ended 31 st March, FINANCIAL RESULTS: Sales and Operational Income (Gross) Other Income TOTAL INCOME Gross Profit Depreciation Profit before Tax Deferred Tax Asset (499) 587 (Liability) Income tax related to (1) 4 earlier years Profit after Tax Balance brought forward (4270) (4777) Balance carried forward to Balance Sheet (3169) (4270) In view of inadequacy of profit, no dividend has been recommended by the Board of Directors for the year OPERATIONS: Your Company has achieved a Gross Turnover and Operational Income of ` lacs as compared to ` lacs in the previous year. The gross profit is ` 889 lacs as compared to ` 1376 lacs in the previous year. The net profit for the year stood at ` 1101 lacs as compared to ` 507 lacs in the previous year with a growth of 117% over the last year. OUTLOOK FOR THE CURRENT YEAR : As per the Vision Statement adopted by the Company, your Company has formed a Wholly Owned Subsidiary Company in Netherlands, Europe as GRL BV. Through this office, we will be expanding our operations in Europe for all range of tires and tubes. Your Company has also set up a Joint Venture in Republic of Korea to manufacture high grade reclaim rubber with 50% partnership. Your Company has also launched new Website for its bicycle business called to attract kids and teenager customers. The Company is further expanding its range in Auto tires and tubes business to target a turnover of ` 100 crores in Three years horizon. Your Company expects better performance in the current financial year in terms of sales and profitability. In brand building exercise, your Company is taking various initiatives such GRL Club Membership for its dealers, nondealers and internal customers. 4 DIRECTORS : Shri Sandeep Jhunjhunwala will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers him for reappointment. CORPORATE GOVERNANCE : Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange. As a listed Company, necessary measures are taken to comply with the Listing Agreement with the Stock Exchange. A report on Corporate Governance as stated above along with a certificate from the Auditor form part of this Annual Report as per Annexure III FIXED DEPOSITS : No deposit was accepted during the year and there was no outstanding deposit as on 31 st March, RESPONSIBILITY STATEMENT : Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that i. In the preparation of the annual accounts for the financial year ended 31 st March 2012, the applicable Accounting Standards had been followed and there are no material departures from prescribed accounting standards in the adoption of the accounting standards. ii. iii. iv. 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 financial year and of the profit of the Company for the year under review ; The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; The Directors have prepared the accounts for the financial year ended 31 st March 2012, on a going concern basis. AUDITORS AND AUDITORS' REPORT: M/s. Jayantilal Thakkar & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for reappointment within the meaning of Section 226 of the said Act. The Notes on Accounts referred to in the Auditors Report are self explanatory and do not call for any further comments. HUMAN RESOURCES: The employee relations scenario continued to be harmonious and congenial. Our manufacturing facilities have conducted 5S activities and winners have been awarded. GRL learning club

7 Directors' Report members have taken unique initiatives of Muda, Mura and Muri. Your company has won National green tech HR award in Gold category. Your company has also launched ISO and striving to implement the same. GRL has conducted health check up program for its workers and employees at Ludhiana. ADEQUECY OF INTERNAL CONTROLS: The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly. The internal control system is designed to ensure that the financial and other records are reliable to prepare financial statements and other data and for maintaining accountability of assets. PARTICULARS OF EMPLOYEES: Particular of remuneration paid to the employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 are set out in Annexure I attached hereto and form part of this report. SUBSIDIARY COMPANY AND JOINT VENTURE: Please see Annexure III to Directors' Report ANNUAL REPORTS OF SUBSIDIARIES: Ministry of Corporate Affairs, Government of India, vide its circular dt.8 th February, 2011 has exempted companies from attaching the Annual Reports and other particulars of its subsidiary companies along with the Annual Report of the Company required u/s 212 of the Companies Act, Therefore, the Annual Reports of the subsidiary company viz GRL BV is not attached with this Annual Report. However, a statement giving certain information as required vide aforesaid circular dt.8 th February, 2011 is placed along with the Consolidated Accounts. The Annual Account of subsidiary company is kept for inspection by the shareholders at the Corporate (Head Office) of the Company. CONSOLIDATED FINANCIAL STATEMENTS: As stipulated by Clause 32 of the listing agreement with the Stock Exchange, Mumbai, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report form part of the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information 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 given in the AnnexureII of the report. FORWARD LOOKING STATEMENTS: Statements in this report describing the Company s objectives, projections, estimates, expectations or predictions may 5 be forward looking statements considering the applicable laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could, however, differ materially from those expressed or implied. Important factors that could make a difference to the Company s operations include global and domestic demandsupply conditions. Finished goods prices, raw materials costs and availability, fluctuations in exchange rates, changes in Government regulations and tax structure within India and the countries with which the Company has business contacts and other factors such as litigation and industrial relations. Investors will bear the above in mind. APPRECIATION: The Board of Directors of your company wish to thank and place on record the continued cooperation and assistance extended to it by the Shareholders, Financial Institutions and Banks. Your Directors also wish to place on record their warm appreciation for the services rendered by the Executives, Staff, Workers, vendors and Customers of the Company. Place : Mumbai Dated : 28 th May 2012 For and on behalf of the Board of Directors Save enviorment VINOD PODDAR Chairman & Managing Director Your Company requests you to register your id with your DP or with R&Tof the Company to get all shareholders informations through and save Enviorment by Supporting Green Intiative Compaign of the Government. Govind Rubber Limited

8 Annexure ANNEXURE I TO DIRECTORS' REPORT STATEMENT OF PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES PARTICU LARS OF EMPLOYEES) RULES, 1975 FORMING PART OF DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, Sr. Name of No. Employee Age Designation Remuneration Qualification & Date of Commencement Particulars of Experience of Employment last Employ In yrs. Ment held (Name, Designation and Experience) A. Employed throughout the year and in receipt of remuneration in aggregate of not less than ` 60,00,000/. N I L B. Employees for part of the year and in receipt of remuneration of not less than ` 5,00,000/ per month. N I L Place : Mumbai Dated : 28 th May 2012 to Directors' Report For and on behalf of the Board of Directors VINOD PODDAR Chairman & Managing Director 27th Annual Report ANNEXURE II TO DIRECTORS' REPORT DISCLOSURE UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS), RULES, A. CONSERVATION OF ENERGY: a) Energy conservation measures taken: I. Ricehusk is being used to reduce consumption of Coal for which special purpose boilers have been installed. II. Maximum demand of Electricity is being reduced by evenly distributing the loads throughout the day and increasing efficiency of Plants & Equipments. b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy. i) The use of ricehusk/coal boilers has resulted in an annual savings of about 5150 MT of coal. However, this also depends on quality and cost of ricehusk available. ii) To start the project to purchase the power under open access with the bidding system of Indian Energy Exchange in our plats reflecting a saving of ` lacs. c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods. AS per Table A 6 d) Total and per unit energy consumption as per form A (A) Power & Fuel Consumption : 1) Electricity: a) Puchased: Units 1,39,79,817 1,67,08,241 Total Amount (`) 8,68,57,065 9,05,98,431 Rate/Unit (`) b) Own Generation i) Through Diesel 2,33,605 6,52,518 Generator: Units Units per liter of diesel Cost/Unit (`) ii) Through Steam Turbine/Generator Nil Nil 2) (a) Coal Quantity (Kgs.) 20,650 10,989 Amount (`) 2,71,417 1,20,581 ` /Kg (b) RiceHusk Quantity (Kgs.) 1,55,49,437 1,65,56,554 Amount (`) 5,96,64,647 6,22,08,005 `/Kg

9 (B) Energy Consumption per Unit of Production: Sr. Product No. Electricity units Coal Kgs. Rice Electricity Husk Units Kgs. Coal Kgs. Rice Husk Kgs. 1 Cycle Tyre Cycle Tube Auto Tyres Auto Tubes NOTE: The Com pany m anufactures a wide range of products and the consumption of energy will vary significantly depending upon the actual product mix for the period. B. TECHNOLOGY ABSORPTION e) Efforts made in technology absorption as per form B FORM B Annexure Form for disclosure of particular with respect to technology absorption. A) Research & Development (R&D) : 1) Specific area in which Research & Development carried out by the Company. The Company has developed new products to meet the requirement of the customers in niche market for domestic and international markets. These involve developing of new pattern, constructions, rubber compounds and raw materials sources. 2) Benefit derived as a result of above Research & Development : To remain better than the best in the industry, continuous R & D activities helps the Company to set new international bench marking and maintain growth in value added products. 3) Future plan of action Development of new varieties and product mix thereby achieving complete customer solution. B) Technology absorption, adaptation and innovation: I. Efforts in brief made towards technology absorption, adaptation and Innovation; 1) The Company has been making improvements in process technology in its various manufacturing sections which are being implemented into regular manufacturing operations. 2) The new value added products were developed based on the various imputs received from our local & foreign customers. The processes were further adapted and innovated to be compatible with the newly acquired equipment. to Directors' Report 7 II. iii) Benefits derived as a result of the above efforts. Improved process efficiency, higher product quality, cost reduction and achieved a better customer satisfaction. Information of Imported Technology C) FOREIGN EXHANGE EARNINGS AND OUTGO: Nil f) Activities relating to exports, initiatives taken to increase exports, developments of new markets for products and services and export plans: The Company is one of the largest exporter of Cycle Tyres/Tubes in the country. The Company exports a large quantity to over fifty countries. g) Total foreign exchange used & earned: I. USED (` in Lacs) i) Import of Raw Materials/ Capital goods ii) Commission on Exports iii) Sales Promotion iv) Others Total II. EARNED (` in lacs) i) Exports at F.O.B. Value ii) Reimbursement of Freight and insurance iii) Indirect Exports Total Place : Mumbai Dated : 28 th May 2012 For and on Behalf of the Board of Directors VINOD PODDAR Chairman & Managing Director Govind Rubber Limited

10 Annexure to Directors' Report ANNEXURE III TO DIRECTORS' REPORT CORPORATE GOVERNANCE In accordance with clause 49 of the Listing Agreement entered into with the Stock Exchange in India, the details of compliance by the Company with the norms on Corporate Governance are as under; I. Company s Philosophy on Code of Corporate Governance Corporate Governance is a reflection of our policies, culture and relationship with shareholders, employees, customers, suppliers and diverse stakeholders. The Company has embedded the best corporate governance practices in its day to day operation and aimed to build trust with all the stakeholders. The Company s corporate governance philosophy consists mainly of transparency, equity, integrity and environmental duty that conform and adheres to all the relevant and applicable laws. The Company is preserving and maintaining good corporate governance practices and its primary objects is to create and adhere to transparency and professionalism in all activities to ensure high standard of ethics in all its business activities. We have tried to blend growth and efficiency with governance and ethics. Our Board of Directors guided by the mission statement, formulate strategies and policies having focus on optimizing value for various stakeholders like consumers, shareholders and the society at large. The Company has a sound Corporate Governance Mechanism in place. II. Board of Directors a) Composition of Board : At present there are six Directors on the Board of the Company and the composition of the Board is in consonance with clause 49 of the Listing Agreement. The Company has a Managing Director, an Executive Director, Whole time Director and three NonExecutive Independent Directors. The Non Executive Directors are professionals, drawn from amongst persons with experience in business & industry, finance and law. b) Number of Board Meetings: There have been five Board Meetings held during the year as follows25 th May 2011, 11 th August 2011, 01 st October 2011, 10 th November 2011 & 07 th February c) Directors attendance record and Directorship held: The Composition and category of Directors and attendance at the Board Meetings during the year and at the last Annual General Meeting, as also the number of outside Directorships and Committee Memberships/ Chairmanships in public Companies is given below. Sr. No. Name of Directors Category Attendance Outside Director ship Committee Position 27th Annual Report Board Meeting Last AGM Member Chairman 1 Vinod Poddar Managing Director 5 Yes 2 Rahul Poddar Executive Director 1 N.A 3 K.M.Garg NonExecutive Independent Director 4 S. Dorai Rajan NonExecutive Independent Director 5 Yes 2 N.A. 5 Umesh Lathi Whole time Director 5 Yes 6 Sandeep Jhunjhunwala NonExecutive Independent Director 5 Yes 3 i. Shri Rahul Poddar has been appointed as an Executive Director of the Company w.e.f. 10 th November, ii. Shri S.Dorai Rajan has been appointed as Non Executive Independent Director w.e.f.10 th November, d) Code of Conduct: The Company has adopted a Code of Conduct for all Board Members and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the code on annual basis.

11 Annexure III. Audit Committee a) The Audit Committee has been constituted by the Board in accordance with the terms of Clause 49 II of the Stock Exchange. The termsof reference of the Audit Committee are broadly as under; i) Review of the Company s financial reporting process and the disclosure of its financial information to ensure that the financial statement reflect a true and fair position and that sufficient and credible information is disclosed. ii) Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services. iii) Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post audit discussion to ascertain any area of concern. iv) Reviewing the financial statements and draft audit report, including quarterly/ half yearly financial information. v) Reviewing with the management, the annual financial statements before submission to the Board, focusing primarily on; vi. Any changes in accounting policies and practices, Major accounting entries based on exercise of judgment by management, Qualification in draft audit report, Significant adjustments arising out of audit, The going concern assumption, Compliance with accounting standard, Compliance with stock exchange and legal requirements concerning financial statements, Any related party transactions as per risk management policies. Reviewing the Company s financial and risk management policies. vii. Disclosure of contingent liabilities. viii. Reviewing with the management, external and internal auditors report, the adequacy of internal control systems. ix. Discussions with internal auditors of any significant findings and followup thereon. b) Composition, Name of Members and Chairman: The Audit Committee consisted of four Directors i.e. Shri K.M.Garg (Chairman), Shri S.Dorai Rajan, Shri Umesh Lathi and Shri Sandeep Jhunjhunwala and three of them are Non Executive Independent Directors. All the Members of the Audit Committee are highly knowledgeable in the Corporate, Finance, Accounts and the Company law matters. The Statutory Auditors are invited at the Audit Committee Meetings. c) The Audit Committee Meetings were held four times in the year i.e. on 25 th May 2011, 11 th August 2011, 10 th November 2011 & 07 th February The attendance of each Audit Committee member is as under: to Directors' Report 9 Sr. No. Name of Director Category 1. K.M.Garg Non Executive Independent Director 2. S.Dorai Rajan NonExecutive Independent Director No.of Meetings Attended 3. Umesh Lathi Wholetime Director 4 4. Sandeep Jhunjhunwala Non Executive Independent Director Shri S.Dorai Rajan has been appointed as a member of Audit Committee w.e.f 7 th February, IV. Subsidiary Companies and Joint Venture 1. GRL BV, The Netherlands: During the year, the Company has formed a Wholly Owned Subsidiary Company in the Netherlands with a Equity Capital of Euro 18,000. Through this Company we will be selling goods in this country and nearby countries. 2. GK Company Limited, South Korea: During the year, the Company has entered into 50% Joint Venture partnership with Korean National to set up manufacturing facility with capital outlay of approximately ` 11 crore. V. Remuneration Committee: The Company has not formed any remuneration committee. The remuneration policy of the company is as under: The payment of remuneration to the Company s Managing Director, Executive Director and Whole time Director is as per the provisions of relevant sections of the Companies Act, 1956 read with Schedule XIII of the said Act and also roved by the Board/ members of the Company. The NonExecutive / Independent Directors are not paid any remuneration except sitting fees for attending Board/ Committee Meetings. Remuneration paid to the Directors during the year Name of Director Sitting Fees (`) Salary & Perquisites (`) Total (`) Vinod Poddar 49,97,576 49,97,576 Rahul Poddar 13,21,487 13,21,487 Umesh Lathi 22,65,297 22,65,297 K.M.Garg 6,750 6,750 Sandeep Jhunjhunwala 6,750 6,750 S.Dorai Rajan 5,000 5,000 The Company does not have any stock option scheme. Shareholding of NonExecutive Director Nil Govind Rubber Limited

12 27th Annual Report VI. Shareholder s / Investors Grievance Committee a) Terms of Reference The terms of reference of the Shareholders/ Investors Grievance Committee is to look into the redressal of shareholders and investors complaints like transfer of shares, nonreceipt of balance sheet, non receipt of declared dividends and dematerialization of shares and other related matters. b) Composition of Committee The Committee comprises of the three Directors namely Shri K.M. Garg being the Chairman of the committee, Shri Sandeep Jhunjhunwala & Shri Umesh Lathi. c) The Shareholders / Investors Grievance Committee met four times during the year i.e. on 25th May 2011, 11th August 2011, 10th November 2011 & 07th February 2012 and the Committee Members attended the said Investors Grievance Meetings. The Board has appointed Shri S.P.Parekh (Manager Secretarial & Legal) as the Compliance Officer. d) The Company and its Registrar attend to all grievances of the shareholders and investors received by them. e) Details of Shareholders Complaints/ request received during the year. Sr. No. Annexure Nature of Complaints/ Requests 1 Non receipt of Share Certificates 2 Non receipt of Dividend 3 Non confirmation of Demat Request 4 Demat/ Remat Request No.of Complaints Redressed During the year Bal as on year end 0 0 Nil 0 0 Nil 0 0 Nil Nil 5 Nonreceipt of 0 2 Nil Annual Report 6 Other Misc. 2 2 Nil Total Nil VII. General Body Meetings Locations and time where last three Annual General Meetings of the Company were held: Financial Year Location Date & Time Nehru Centre, Hall of Harmony Worli, Mumbai Nehru Centre, Hall of Harmony Worli, Mumbai Nehru Centre, Hall of Harmony Worli, Mumbai A.M A.M A.M. Whether any special resolutions passed in the previous three AGMs Yes details of which are given hereunder: to Directors' Report 10 Date Matter Appointment of Ms.Shefali Poddar as an Executive of the Company No Special Resolution Change in address of Registrar and transfer agent. Whether special resolution was put through the postal ballot last year Details of voting pattern Person who conducted the postal ballot exercise Whether any resolution is proposed to be conducted through postal ballot VIII. Disclosure IX. a) Related Party Transactions: No. N.A. N.A.. No. There are no material significant related party transactions made by the Company with its promoters, Directors or Management, their subsidiaries or relatives, etc. that may have potential conflict with the interest of the Company at large. Necessary disclosures are made in Note No.35. b) Disclosure of Accounting Treatment: All Accounting Standards mandatorily required have been followed in preparation of financial statements and no deviation has been made in following the same. c) Risk Management: Business risk evaluation and management is an ongoing process within the Company. d) Details of noncompliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital market, during the last three years: The Company has complied with all requirements of the Listing Agreement of the Stock Exchange as well as the regulations and guide lines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or the Stock Exchange or any statutory authority for non compliance of any matter related to the capital market. e) Details of Compliance with mandatory requirement: The Company has complied with all applicable accounting standard and accounting policies. Disclosure regarding appointment / reappointment of Directors: The details of Directors seeking appointment/ reappointment have been provided in the AGM Notice attached with this Annual Report.

13 Annexure X. Disclosure regarding unpaid/ unclaimed Dividend: In terms of provisions of relevant sections of the Companies Act, 1956, the Company has already transferred unpaid dividend for the financial year to the Central Government on the completion of seven years from the date of payment and this being the last dividend payment made by the Company since then, there has been no pending unpaid dividend to be transferred to the Central Government as of now. XI. Means of Communications: Quarterly, half yearly results and annual audited financial results are published in Economic Times, Free Press Journal & NavShakti (Vernacular). All these results are promptly submitted to the Stock Exchange. XII. General Shareholders Informations: A. Annual General Meeting a) Date : b) Time : a.m. c) Venue : Nehru Centre, Hall of Harmony, Dr.Annie Beasant Road, Worli, Mumbai B. Financial Calendar 13 : April, 12 to March, 13 C. Financial Results (Tentative) a) 1 st Quarter : 2 nd Week of Aug, 12 b) 2 nd Quarter : 2 nd Week of Nov, 12 c) 3 rd Quarter : 2 nd Week of Feb, 13 d) Audited : 4 th Week of May 13 Yearly Results D. Book Closure Date : to E. Listing on Stock : BSE, Mumbai Exchange F. Stock Code : G. ISIN for NSDL : 011C01015 & CDSL H. Annual Listing Fees has been paid to the Stock Exchange up to I. STOCK PRICE DATA FOR THE YEAR AT STOCK EXCHANGE, MUMBAI (`) BSE SENSEX Month High Low Close High Low Close April May June July August September October November December January February March to Directors' Report 11 J. Share Transfer System The Company s shares are traded compulsorily in Demat segment in the Stock Exchange, Mumbai. Shares in physical segment which are lodged for transfer are processed by our Registrar and returned to the Shareholders within stipulated time period. K. Registrar & Transfer Agent The Company has assigned the Share Registry work to M/s Sharepro Services, Mumbai as per the SEBI directive. As such the entire share registry work in respect of physical as well as electronic is being looked after by them. L. Dematerialisation of Shares The Company s shares are compulsorily traded in dematerialized form.97.10% shares have been dematerialized as on 31st March, M. Distribution of Shareholding as on Range of holding No.of Shareho lders %age of total Sharehol ders No.of Shares held %age of total Shares 1 to to to to & above Total N. Shareholding Pattern as on S.No. Particulars No.of Folios No.of Shares Percentage 1 Foreign Investors NRI Promoters a) Individual b) Companies Other Companies Mutual Funds/ UTI Trust 7 Financial Institutions/Banks 8 Others T O T A L Govind Rubber Limited

14 Annexure O. Plants Location : to Directors' Report a) Village & P.O. Jugiana Dist: Ludhiana b) Kanganwal , Dist.: Ludhiana P. Address for Correspondence : (for shareholders) Sharepro Services (India) Pvt. Ltd., 13 AB Samhita Warehousing Complex, 2 nd Floor, Near Sakinaka Telephone Exchange, Andheri (E), Mumbai Phone: , Fax: , sharepro@vsnl.com. For and on Behalf of the Board of Directors Place : Mumbai Dated : 28 th May 2012 VINOD PODDAR Chairman & Managing Director To The Board of Directors Govind Rubber Limited Mumbai I hereby confirm that the Company has in respect of the year ended 31 st March, 2012, received from its Board Members as well as Senior Management Personnel affirmation as to compliance with the code of conduct. VINOD PODDAR Chairman & Managing Director Mumbai 28 th May, th Annual Report

15 Annexure The Board of Directors Govind Rubber Limited Mumbai We the undersigned certify to the Board that; to Directors' Report CEO/CFO Certification a) we have reviewed financial statements and the cash flow statement for the year ended 31 st March, 2012 and that to the best of our knowledge and belief : (i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) These statements together presents a true and fair view of the company s affairs and are in compliance with existing accounting standards, applicable law and regulations. b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the quarter which are fraudulent, illegal or violative of the company s code of conduct. c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. d) We have indicated to the auditors and the Audit Committee (i) significant changes in internal control over financial reporting during the quarter; (ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and (iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company s internal control system over financial reporting. VINOD PODDAR Chairman & Managing Director Mumbai 28 th May 2012 UMESH LATHI Whole time Director AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE TO THE SHAREHOLDERS OF GOVIND RUBBER LIMITED We have examined the compliance of corporate governance by Govind Rubber Limited, for the year ended on 31 st March, 2012 as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. Mumbai Dated : 28 th May, For Jayantilal Thakkar & Co. Chartered Accountants (Firm Reg. No W) C. V. Thakker Partner Membership No Govind Rubber Limited

16 Auditors' Report 27th Annual Report TO THE SHAREHOLDERS OF GOVIND RUBBER LIMITED 1. We have audited the attached Balance Sheet of GOVIND RUBBER LIMITED as at 31 st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor s Report) Order, 2003 ( the Order ) issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956 (the Act) we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 4. Further to our comments in the Annexure referred to above, we report that : a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; b. In our opinion, proper books of account as required by law, have been kept by the Company, so far as appears from our examination of the books; c. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account; d. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Act; e. On the basis of information and explanations given to us and written representations received from the Directors of the Company as at 31 st March, 2012 and taken on record by the Board of Directors, we report that no Director is disqualified from being appointed as a Director of the Company under Clause (g) of Sub Section (1) of Section 274 of the Act. 5. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts, read together with the Accounting Policies and other notes thereon, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. i] In the case of Balance Sheet, of the state of affairs of the Company as at 31 st March, 2012, ii] In the case of the Statement of Profit and Loss of the Profit for the year ended on that date and 14 iii] In the case of Cash Flow Statement, of the cash flows for the year ended on that date. For Jayantilal Thakkar & Co. Chartered Accountants (Firm Reg. No W) C. V. Thakker Partner Membership No Mumbai Dated : 28 th May, 2012 ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 3 of our report of even date on the accounts of Govind Rubber Limited for the year ended 31 st March, 2012) i) a] The Company has maintained proper records showing full particulars, including quantitative details and the situation of its fixed assets. b] Fixed Assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of accounts. c] The assets disposed off during the year are not significant and therefore do not affect the going concern assumption. ii) a ] The inventory other than that with third parties have been physically verified by the management at reasonable intervals. There is a process of obtaining confirmation in respect of inventory with the third parties. b] In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business. c] In our opinion the Company has maintained proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account. iii) The Company has neither granted nor taken any loans, secured or unsecured, to /from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)b,(iii)c,(iii)d,(iii)f and (iii)g of the order are not applicable. iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

17 v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Act. vi) The Company has not accepted any deposits from the public. vii) In our opinion, the Company has internal audit system commensurate with the size of the Company and nature of its business. viii) We have broadly reviewed, without carrying out a detailed examination, the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not however, made detailed examination of the records with a view to determining whether they are accurate or complete. ix) a] According to the records and as per information and explanations provided to us, the Company is regular in depositing with appropriate authorities undisputed amount of provident fund, investor education protection fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of incometax, salestax, wealthtax, service tax, customs duty, excise duty and cess were in arrears, as at 31 st March, 2012, for a period of more than six months from the date they became payable. b] According to the information and explanations given to us, there are no dues of incometax, wealthtax, salestax, customs duty, excise duty and cess which have not been deposited on account of any dispute, except as stated below: Sr. No. Annexure Name of the Statute Nature of dues Financial Year to which the matter pertains Forum where dispute is pending Amount ( ` in lacs ) 1 Central and Sales AETC (Appeal), State Sales Tax Ludhiana Tax Acts Central and Sales AETC (Appeal), State Sales Tax Ludhiana Tax Acts Central and Sales AETC (Appeal), State Sales Tax Ludhiana Tax Acts Central and Sales AETC (Appeal), State Sales Tax Ludhiana Tax Acts The Central Excise Excise Act Duty Supreme Court Punjab 6 State High Court, Electricity Electricity Chandigarh Regulatory Commission to Auditors' Report 15 x) In our opinion, the accumulated losses of the Company at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year. xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks except ` 89,61,450/ payable to Institutions/Banks. The Company has since paid total amount after 31st March, xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities. xiii) The Company is not a chit/nidhi/mutual benefit fund/society and clause 4 (xiii) of the Order is not applicable. xiv) The Company is not dealing or trading in shares, securities, debentures and other investments and clause 4 (xiv) of the order is not applicable. xv) On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. xvi) The Company has not raised any new term loan from banks. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised. xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and other records of the Company, we are of the opinion that, funds raised on shortterm basis have not, prima facie, been used for longterm investment. xviii)during the year, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act. xix) The Company did not have any outstanding debentures during the year. xx) The Company has not raised any money by public issues during the year. xxi) Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit. For Jayantilal Thakkar & Co. Chartered Accountants (Firm Reg. No W) Mumbai C. V. Thakker Dated : 28 st May, 2012 Partner Govind Rubber Limited

18 Balance Sheet BALANCE SHEET AS AT 31ST MARCH th Annual Report EQUITY AND LIABILITIES Shareholders' Funds 16 Note No As At 31/03/2012 As At 31/03/2011 Share Capital Reserves and Surplus (248.49) NonCurrent Liabilities Longterm borrowings Other Long term liabilities Long term provisions Current Liabilities Shortterm borrowings Trade payables Other current liabilities Shortterm provisions Assets NonCurrent Assets Fixed assets Total Tangible assets Capital workinprogress Noncurrent investments Deferred tax assets (net) Long term loans and advances Current Assets Inventories Trade receivables Cash and bank balances Shortterm loans and advances Significant Accounting Policies NOTES FORMING PART OF THE ACCOUNTS Total The accompanying notes are an integral part of financial statements. As per our Report of even date attached. For and on behalf of the Board FOR JAYANTILAL THAKKAR & CO. Chartered Accountants VINOD PODDAR RAHUL PODDAR CHAIRMAN & MANAGING EXECUTIVE DIRECTOR DIRECTOR C.V.THAKKER Partner Mumbai : 28 th May 2012 UMESH LATHI WHOLE TIME DIRECTOR

19 Statement of Profit & Loss Statement of profit and loss for the year ended 31st march 2012 Income: Note No Current Year Previous Year Revenue from operations Less: Excise duty Other Income Total Income Expenses: Cost of materials consumed Purchase of StockinTrade (Refer Note No. 37) Changes in inventories of finished goods, workinprogress and StockinTrade ( ) Employee benefits expense Financial costs Depreciation Other expenses Total Expenses Profit before tax Tax expense: Deferred tax Asset (Liability) (Refer Note No. 27) (586.57) Income Taxes of earlier year 0.36 (4.56) Profit for the year Basic / Diluted earning per share (Refer Note No. 32) Significant Accounting Policies NOTES FORMING PART OF THE ACCOUNTS The accompanying notes are an integral part of financial statements. As per our Report of even date attached. For and on behalf of the Board FOR JAYANTILAL THAKKAR & CO. Chartered Accountants VINOD PODDAR RAHUL PODDAR CHAIRMAN & MANAGING EXECUTIVE DIRECTOR DIRECTOR C.V.THAKKER Partner Mumbai : 28 th May UMESH LATHI WHOLE TIME DIRECTOR Govind Rubber Limited

20 Cash Flow Statement Cash Flow Statement for the year Ended 31st March, 2012 PARTICULARS Current Year Previous Year ` in Lacs ` in Lacs ` in Lacs 27th Annual Report A. CASH FLOWS FROM OPERATING ACTIVITIES Profit before Tax ADJUSTMENTS FOR: Depreciation Loss / (Profit) on Sale of Fixed Assets 2.09 Interest received (15.64) (8.78) Unrealised Foreign exchange(gain)/loss (96.54) Finance Cost OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES Trade and Other Receivables ( ) ( ) Inventories ( ) Trade and other Payables (439.61) ( ) CASH GENERATED FROM OPERATIONS Direct Taxes Refund / (Paid) (5.68) Net Cash From Operating activities B. CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Fixed Assets (404.38) (387.96) Disposal of Fixed Assets Purchase of Investment Other (0.05) Purchase of Investment Subsidiary and Joint Venture (223.13) Interest received Net Cash Used in Investing Activities (611.87) (368.93) C. CASH FLOWS FROM FINANCING ACTIVITIES Repayment of Long term Borrowings (288.60) (Repayment) / Increase in Short term Borrowingsnet Finance Cost ( ) ( ) Unrealised Foreign exchange gain/(loss) (48.15) Net Cash Used in financing Activities (889.94) (53.37) CASH AND CASH EQUIVALENT ADD : OPENING CASH & BANK BALANCE CLOSING CASH & BANK BALANCE The accompanying notes are an integral part of financial statements. As per our Report of even date attached. For and on behalf of the Board FOR JAYANTILAL THAKKAR & CO. Chartered Accountants VINOD PODDAR RAHUL PODDAR CHAIRMAN & MANAGING EXECUTIVE DIRECTOR DIRECTOR C.V.THAKKER Partner Mumbai : 28 th May 2012 UMESH LATHI WHOLE TIME DIRECTOR

21 Notes Note 1: Significant Accounting Policies. 1.1 System of Accounting: The financial statements have been prepared under historical cost basis adjusted by revaluation of certain fixed assets and on the accounting principles of a going concern. The Company generally follows mercantile system of accounting and recognizes significant items of income and expenditure on accrual basis. 1.2 Use of Estimates: The presentation of financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual and the estimates are recognized in the period in which the results are known / materialized. 1.3 Fixed Assets: Fixed Assets are stated at cost of acquisition inclusive of incidental expenses related to acquisition but net of CENVAT and includes amounts added on revaluation, less accumulated depreciation. In respect of Major projects involving constructions, related preoperational expenses form part of the assets capitalized. Book value of fixed assets, which appreciate significantly, are reviewed from time to time and revalued to relate them more closely to current replacement value. 1.4 Impairment: The carrying amount of assets is reviewed at each balance sheet date for any indication of impairment based on internal/external factors. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. 1.5 Borrowing costs: Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue. 1.6 Leases: Assets leased under operating leases are shown as fixed assets. Rental income is recognized on accrual basis over the lease term. Lease rentals in respect of assets acquired under leases are charged to Profit and Loss Account. 1.7 Depreciation: Depreciation on Fixed assets other than leasehold land has been provided on straight line method at the rates and in the manner specified in Schedule XIV to the Companies Act Depreciation on increased value of fixed assets due to revaluation is computed on the basis of the remaining 19 useful life as estimated by the Valuer on straightline method and adjusted to Revaluation Reserve Account. Premium on leasehold land is amortised over the duration of lease and proportionate amount of premium written off is being charged to Profit & Loss Account. 1.8 Investments: Long term Investments are stated at cost. Provision for diminution in the value is made only if such a decline is other than temporary in the opinion of the management. 1.9 Inventories: Inventories are valued at lower of cost and net realisable value. Cost is computed on the firstinfirstout basis and net of CENVAT, wherever applicable. Finished goods and work in process include cost of conversion and other costs incurred in bringing the inventories to their present location and condition and excise duty paid/payable on such goods Export Benefits Consumption of Raw material is arrived at after adjusting the difference between the cost of indigenous / duty paid imported raw materials and international cost of raw materials entitled to be imported / imported under Duty Exemption Scheme of the Government of India against direct/indirect exports made/to be made by the company during the year. Export Incentive under Duty Entitlement Scheme and Duty Free Entitlement Certificate under EXIM Policy are accounted for in the year of export. Profit /Loss on sale of DEPB/Import License is accounted for in the year of such sale Sales: Sale of goods is recognised on dispatch to customers. Sales are inclusive of Excise Duty and net of SalesTax Foreign Exchange Transactions: a) Transactions in foreign currencies are accounted for at prevailing exchange rates. Gains and losses arising out of subsequent fluctuations are accounted for on actual payment/realization in the Profit and Loss Account. The Current Assets and Current liabilities related to foreign currency transactions, other than those covered by forward contracts, remaining unsettled at the end of the year are adjusted at the rates prevailing at the year end, except for Pre Shipment Credits in Foreign Currencies (PCFCs) which have been stated at the amounts received on the date of disbursement, since the PCFCs are liquidated against future export proceeds, at the rate of exchange at which the loans were disbursed. b) Monetary items denominated in foreign currencies at the year end are restated at year end rates. In case of items which are covered by forward contracts, the difference between the year end rate and rate on the date of the contract is recognized as exchange difference and the premium paid on forward contract is recognized over the life of the contract. Any income or expense on account of exchange difference either on settlement or on translation is recognized in the profit and loss account Employee Benefits: a) Short term employee benefits are recognized as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered. Govind Rubber Limited

22 Notes 27th Annual Report b) Post employment and other long term employee benefits are recognized as an expense in the profit and loss account for the year in which the employee has rendered services. The expenses are recognized at the present value of the amount payable determined using actuarial valuation techniques. Actuarial gain and losses in respect of post employment and other long term benefits are charged to the profit and loss account Deferred tax: Deferred tax is recognized on timing differences; being the difference between taxable income and accounting income that originate in one period and are capable of reversible in one or more subsequent years. Deferred tax assets in respect of unabsorbed depreciation and carry forward of business losses are recognized if there is virtual certainty that there will be sufficient future taxable income available to absorb such losses Provisions and Contingent Liabilities: Provisions are recognized in the accounts in respect of present probable obligations, the amount of which can be reliably estimated. Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence of one or more uncertain future events not wholly within the control of the company Derivatives: The Company uses foreign exchange forward contracts to hedge its exposure to movements in foreign exchange rates. The use of these foreign exchange forward contracts reduces the risk or cost to the company and the company does not use the foreign exchange contracts for trading or speculation purposes. The company records the gain or loss on effective hedges in the profit and loss account of that period. As At 31/03/2012 As At 31/03/2011 NOTE 2 SHARE CAPITAL : Authorised Equity Shares of ` 10/ each Total Issued Nos. Equity Shares of ` 10/ each fully paid up Subscribed Nos. Equity Shares of ` 10/ each Paid up Nos. Equity Shares of ` 10/ each Add : Amount paidup on shares forfeited Total Out of the abovei) Equity shares of ` 10/ each are issued as fully paid up to Financial Institutions/ Bank against simple Interest dues as on 31st March 2003 as per restructuring package approved by CDR Cell of RBI. ii) Equity shares of ` 10/ each are issued as fully paid up on Net present value (NPV) basis on account of 1% reduction in the rate of interest payable in future to Financial Institution/Bank, in terms of reworkout package approved by CDR Cell of RBI. Shareholder's holding more than 5% As at 31/03/2012 As at 31/03/2011 Sr. No. Name Number % Number % 1 Sunita Vinodkumar Poddar % 2 Vinod Kumar M Poddar % % 3 Rahul V Poddar % 4 GPP Enterprises LLP % 5 Vishal Furnishings Ltd % 6 Beetee Textile Industries Ltd % Terms/rights attached to equity shares : The company has issued only one class of equity shares having a par value of ` 10 per share. Each holder of quity share is entitled to one vote per share. The company declares and pays dividend in Indian rupees.

23 Notes NOTE 3 As At 31/03/2012 As At 31/03/2011 RESERVES AND SURPLUS Capital Reserves Amalgamation Reserve As Per last Balance sheet Securities Premium Reserve As Per last Balance sheet General Reserve As Per last Balance sheet Statement of Profit and Loss Opening Balance ( ) ( ) Add: Net Profit after tax for the year Closing Balance ( ) ( ) Total (248.49) NOTE 4 LONG TERM BORROWINGS Secured Term Loans from Banks Financial Institution Vehicles Loan from Banks Unsecured Loan From a company Total NOTES : 1) Term Loans from Banks/Financial Institutionsare secured by way of first charge on parripassu basis on Company's movable and immovable assets both present and future subject to prior charge on inventories and Book debts in favour of Company's Bankers. 2) Vehicles loans are secured by hypothecation of vehicles acquired out of proceeds of the loans. 3) Term Loans from Banks and Financial Institutions as shown above are personally guaranteed by the Managing Director. 4) Maturity profile of Secured Term Loan Between Between Between Beyond 12 years 23 years 34 years 4 Years ` Lacs ` Lacs ` Lacs NIL 5) Interest on above said term loan ranging between 7.5% to 9.00%. NOTE 5 Other Long Term Liabilities (Unsecured) Others From Agents / Distributors against Security Deposit Total Govind Rubber Limited

24 Notes As At 31/03/2012 As At 31/03/2011 NOTE 6 LONG TERM PROVISIONS Provisions for Employee Benefits Gratuity Total NOTE 7 Short Term Borrowings Secured Working capital Loans From Banks 1) Cash Credit/ Demand Loan ) Packing credit ) Bill Discounting Total ) Cash Credit, Packing Credit, Working Capital Demand Loans and Bill Discounting facilities from the banks as shown above are secured against the hypothecation of Inventories and Book debts and further secured by way of second charge on parripassu basis on the Fixed Assets of the Company at Ludhiana. 2) Loans/ Facilities from Banks and Financial Institutions as shown above are personally guaranteed by the Managing Director. NOTE 8 Trade Payables (a) Micro, Small and Medium Enterprises (b) Others Total ) There is no principal amount due and remaining unpaid. No interest paid/payable during the year by the company to the suppliers covered under Micro, Small and Medium Enterprises Development Act, ) The above information is based on the information available with the company. 27th Annual Report NOTE 9 Other Current Liabilities Current maturities of long term debt Interest accrued but not due on borrowings Interest accrued and due on borrowings Advance Received from Customers /Agents Sundry Creditors for capital Goods Other payables i) Statutory Dues ii) Employees Dues iii) Other Dues Total NOTE 10 Short Term Provisions Provision for Employee Benefits Unavailed Leave Others Fringe Benefit tax Total

25 Notes NOTE 11 Fixed Assets PARTICULARS AS AT GROSS BLOCK DEPRECIATION NET BLOCK Additions Sales/ Adjustment AS AT Upto For the Year On adjust./ sale Upto As At As At Land (Free Hold) Factory Building Plant and Machinery Electrical Installations Furniture, Fixures and Equipments* Vehicles TOTAL PREVIOUS YEAR CAPITAL WIP Factory Building includes ` / being the cost of unit purchased on ownership basis * Including office equipment As At 31/03/2012 As At 31/03/2011 NOTE 12 NONCURRENT INVESTMENTS (Long Term Investment) At Cost Other than trade (Unquoted) Investments in Government securities National Saving Certificate (Deposited with Government Department) Trade (Unquoted) Equity Instrument Investment in subsidiary 180 (NIL) Shares of GRL B.V. of Euro 100 Each Investments in Joint Venture (NIL) Shares of GK Company Limited of Won each Total Aggregate book value of Unquoted Investment NOTE 13 Long Term Loans and Advances Unsecured considered good Capital Advances Security Deposits Loans and advances to related parties (Refer Note No. 35) Other loans and advances Duty paid under protest Advance Tax Others Total Govind Rubber Limited

26 Notes 27th Annual Report NOTE 15 Trade Receivables (Unsecured) Outstanding for a period exceeding six Months Considered good Considered Doubtful Less: Provision for doubtful receivables Others considered good Total NOTE 16 Cash and Bank Balances Cash and Cash equivalents a) Balances with banks b) Cash on hand Other Bank Balance i) In Margin Money Accounts Pledged with banks towards Margin Money ii) Bank deposits more than 12 month maturity (Pledged with Bank) Total NOTE 17 Short Term Loans and Advances (Unsecured, Considered good) Advances for supply of goods and services Loans and advances to employee Prepaid Expenses Service tax, vat and excise receivable Others Advances recoverable in cash or kind Total NOTE 18 : Current Year Previous Year Revenue From Operations Sale of products (Refer Note No. 36) Less : Trade discount, Rebate etc As At 31/03/2012 As At 31/03/2011 NOTE 14 Inventories (At Lower of cost and net relisable value) (As taken,valued & certified by the Management) Raw materials Work In Progress Stock Finished goods Stock in Trade Stores & Spares Power & Fuel Total Sale of Services (Job Charges Received) Less : Excise Duty Total

27 Notes NOTE 19 Other Income 25 Current Year Previous Year Interest Received Misc Income Foreign Exchange Fluctuation Gain (Net) Provision for Bad and Doubtful debts written back Sundry Balance written/off Total NOTE 20 Cost of Material Consumed Raw Material Consumed (Refer Note No. 38) Opening Stock Add: Purchase during the year Less: Closing Stock Total NOTE 21 Change in Inventories (refer note no. 36) Opening Stock Work In Process Stock in Trade Finished Goods Closing Stock Work In Process Stock in Trade Finished Goods Total ( ) NOTE 22 Employee Benefits Expense Salary, Wages, Bonus etc Contribution to provident and other fund Retirement Gratuity Employee Welfare Expenses Total NOTE 23 Finance Cost Interest Paid on Bank Loan Other Borrowing Cost Total Govind Rubber Limited

28 Notes 27th Annual Report In the opinion of the Company, the Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business and all known liabilities have been accounted for. 26. Contingent Liabilities & commitments: i. Contingent Liabilities: a) Guarantees given by the bankers to various authorities & vendors on behalf of the Company ` Lacs (` Lacs). b) Disputed Salestax liabilities not provided for against which Company has filed appeal ` lacs (` lacs). c) Disputed Excise Liability not provided for against which the Company has filed an appeal with the appropriate authority ` lacs (` lacs). d) Disputed Electricity Liability not provided for against which the Company has filed an appeal with the appropriate authority ` lacs (` lacs). e) Custom duty liability on capital goods which may arise if obligation for export is not fulfilled ` Nil lacs (` Lacs). ii. Commitments: Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advance) ` Lacs (` Lacs). 26 Current Year Previous Year NOTE 24 Other Expenses Stores & Spares Consumed Power & Fuel Repairs & Maintenance Plant & Machinery Building Others Excise duty on variation of stock of Finished Goods (0.60) 7.54 Insurance Charges Foreign Exchange Fluctuation Loss (Net) Rents Rates & Taxes Legal & Professional Charges Printing & Stationery Postage & Telephone Travelling and Conveyance Loss on Sale of Assets 2.09 Director Sitting Fees Provision for Bad & doubtful debts Donation Misc Expenses Sales Commission Discount Sales Claims and Other Rebates Outward Freight and Octroi Advertisement and Sales Promotions Total The Management has reviewed the position of deferred tax Assets since last year considering the uncertainty of future profitability and in current year the part of deferred tax Assets has been created as the Management is of the view that it will be recouped from subsequent year profits. 28. The Gross Block of Fixed Assets includes ` lacs (` lacs) on account of revaluation of Fixed Assets carried out in the past, except Land, Factory Building and the Main Production Plant and Machinery, which are revalued, all other Fixed Assets continue to appear at cost. 29. The Company has adopted AS15 (revised) Employee Benefits notified by the Company s Accounting Standard Rules, The Company has calculated the various benefits provided to employees as under: Defined Contribution Plans: During the year the Company has recognized the following amounts in the Profit and Loss account: (` in lacs) Employer s Contribution to Superannuation Fund 5.21 (3.98) Employer s Contribution to Provident Fund (125.61)

29 Notes Defined Benefit Plans: Gratuity Leave Encashment In accordance with Accounting Standard 15 (revised 2005), an actuarial valuation was carried out in respect of the aforesaid defined benefit plans based on the following assumptions. Leave Gratuity Encashment Discount Rate (per annum) 8.75% (8.25%) 8.75% (8.25%) Rate of increase in compensation level 5.00% (5.00%) 5.00% (5.00%) Expected rate of return on planned assets Amount of obligation as at the year end is determined as under: (` in lacs) Leave Encashment Present value obligation as at March 31, 2011 (29.45) Interest cost 2.74 (2.36) Current service cost (20.86) Past service cost () Benefits Paid (4.51) Actuarial (gain)/ loss on obligations (14.96) Present value obligation as at March 31, 2012 (33.20) Gratuity (73.49) 6.68 (5.87) (28.45) (12.77) (19.94) (19.61) (81.03) Amount of the obligation recognized in the Balance Sheet: (` in lacs) Present value obligation at the end of the period Fair value of Plan Assets at the end of period Liability recognized in the Balance Sheet Leave Gratuity Encashment (33.20) (81.03) (33.20) (81.03) Expenses recognized in Statement of Profit and Loss: (` in lacs) Leave Encashment Current service cost (20.86) Interest cost 2.74 (2.36) Net Actuarial (gain)/ loss recognized during the year (14.96) Total expense recognized in Profit and Loss Account (8.26) Gratuity (28.45) 6.68 (5.87) (19.61) (27.49) Information in respect of Joint Venture: Jointly controlled entity. Sr. Name of the Country of Percentage No. Joint Venture of incorporation Ownership interest GK Company Ltd. South Korea 50% i) Contingent Liabilities Nil N i l in respect of Joint Ventures. ii) Capital commitments in Nil Nil respect of Joint Ventures. iii) Interest in the assets, liabilities, income and expenses with respect to jointly controlled entity. A) Assets: Noncurrent assets: a) Fixed Assets (Net Block) (i) Tangible assets Nil (ii) Capital workinprogress 3.51 Nil b) Longterm loans and advances Nil Current Assets: a) Inventories 6.93 Nil b) Cash and Bank balances Nil c) Shortterm loans and advances Nil B) Liabilities: Noncurrent liabilities: Long term borrowings Secured Nil Unsecured Nil Current liabilities: a) Trade payables 8.31 Nil b) Other current liabilities Nil c) Income Nil Nil d) Expenditure Nil Nil 31. The company s net worth during the year is positive; hence in the opinion of the management, the provision of Sick Industrial Companies (Special Provision) Act, 1985 (SICA) is not applicable to the company. 32. Earning per Share (EPS) computed in accordance with Accounting Standard20 Earning per share Current year Previous year ` in Lacs ` in Lacs a) Profit after Tax b) The Weighted average number of Ordinary Shares c) Basic and diluted EPS (`) Govind Rubber Limited

30 Notes 33. Remuneration to the Managing Director, Executive Director and Whole time Director: Current year Previous year ` in Lacs ` in Lacs i. Salary and other Allowance ii. Contribution to Provident/ Superannuation Fund iii. Retirement Benefits TOTAL Due to inadequacy of profits, remuneration paid to the Managing Director, Executive Director and whole time Director is within the minimum remuneration as prescribed under schedule XIII of the Companies Act, Payment to Auditors: Current year Previous year ` in Lacs ` in Lacs A) Statutory Auditors:* i Audit Fees ii. Tax Audit Fees iii. Company Law matters iv. Taxation matters v. Certification & other work vi. Reimbursement of Expenses TOTAL B) Cost Auditors:* i. Audit Fees * Exclusive of Service Tax. 35. (I) Disclosure of related parties (as identified by Management) Names of the related parties with whom transactions were carried out during the year and description of relationship as required by AS 18 Related Parties Disclosure. a. Related parties i) Associates: Bal Krishna Industries Ltd GRL International Limited Siyaram Silk Mills Ltd. Bee tee Textile Industries Ltd. S.P. Finance & trading Ltd. ii) Subsidiaries Company: GRL BV, The Netherlands iii) Joint Ventures: GK Co. Limited, South Korea iv) Key Management Personnel: Shri Vinod Poddar Shri Rahul Poddar Shri Umesh Lathi v) Relatives of Key Management Personnel: Mrs. Shefali Poddar (II) Disclosure of Related Party Transactions (` in Lacs) 27th Annual Report Sr. No. Nature of Relationship/ Transaction Associates 1 Sale of Goods 18, (20,330.08) 2 Loans & advances given 3 Payment of Unsecured Loan (110.00) (110.00) 4 Commission paid (67.24) 5 Payment of Salaries 6 Investments 7 Unsecured Loan Received 1, () 8 Payment of Rent 0.96 (0.60) 9 Purchase of Other Items & Services (8.28) Wholly Owned Subsidairy () () () 28 Joint Venture Company () () Key Management Personnel (67.88) Relatives of Key Management Personnel 6.87 (0.83) Total 18, (20,330.08) (110.00) (110.00) (67.24) (68.71) () 1, () 0.96 (0.60) (8.28)

31 Notes (III) Amount due to/from related parties (` in lacs) Sr. No. Nature of Relationship/ Transaction Associates Wholly Owned Subsidairy Joint Venture Company Key Management Personnel Relatives of Key Management Personnel Total 1 Trade Receivables 9, (8,483.63) () () () () 9, (8,483.63) 2 Trade Payables 0.48 () () () () () 0.48 () 3 Loans & Advances () () () () () () 36. Particular of Turnover & stock (` in Lacs) Sr. No. Products Opening Stock Closing Stock 01 Tyres & Tubes (703.12) 02 Others (0.84) (703.96) ( ) (634.15) ( ) Turnover ( ) ( ) ( ) Less: Rebate & Discount (882.61) Total ( ) No amounts in respect of related parties have been written off / back or are provided for during the year. 37. Finished goods purchased: (` in Lacs) Sr. No. Products 01 Finished goods purchased Value (955.13) 38. Raw Material Consumed: (` in Lacs) Sr. No. Name of Raw Materials Value 1 Rubber ( ) 2 Chemicals & Minerals ( ) 3 Tyre Cord ( ) 4 Bead Wire (923.94) 5 Others ( ) Total ( ) 29 Govind Rubber Limited

32 Notes 39. Details of Raw Materials, Stores & Spares Consumed: (` in Lacs) Imported Indigenous Total Raw Materials Stores & Spares Value % of total Value % of total ( ) ( ) ( ) (28.44) (71.56) (100.00) (516.00) (516.00) (100.00) (100.00) 27th Annual Report CIF Value of Imports Signatures to Notes '1' to '46' As per our Report of even date attached. FOR JAYANTILAL THAKKAR & CO. Chartered Accountants C.V.THAKKER Partner 30 For and on behalf of the Board Current Year VINOD PODDAR CHAIRMAN & MANAGING DIRECTOR Previous Year For Raw Materials & others Expenditure in Foreign Currency i. Commission on Exports ii. Sales promotion iii. Others Earning in Foreign Exchange i. Exports of Goods at F.O.B. price ii. Reimbursement of Ocean Freight and Insurance iii. Indirect Export Amount remitted in Foreign Currency on account of Dividend. Nil Nil 44. During the year company has not made Provision for Income Tax as there is no taxable income under Income Tax Act The Previous year/period figures have been regrouped to be in conformity with the revised Schedule VI of the Companies Act Figures in brackets in these notes are in respect of the previous year. Mumbai : 28th May 2012 RAHUL PODDAR Umesh Lathi EXECUTIVE DIRECTOR Whole Time Director

33 Consolidated 1. We have audited the attached Consolidated Balance Sheet of GOVIND RUBBER LIMITED and its subsidiary and joint venture ( the Group ) as at 31 st March, 2012 and also the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with generally accepted auditing standards in India. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion. 3. The unaudited financial statements of the subsidiary and joint venture, reflect total assets of ` Lacs as at 31 st March, 2012, the total revenue of ` lacs and cash inflows amounting to ` lacs for the year then ended. These unaudited financial statements and other financial information have been certified by the management. 4. We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements and Accounting Standard (AS) 27, Financial Reporting of interests in Joint Venture, notified pursuant to the Companies (Accounting Standards) Rules, 2006 (as amended) and on the basis of the separate audited financial statements of the Company and the management certified financial statements of its subsidiary and joint venture included in the consolidated financial statements. 5. Based on our audit and on consideration of other certified financial statements by the management and on the other financial information of the components and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31 st March, 2012; Auditors' Report 31 (b) (c) Mumbai in case of the Consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date. Dated : 28 th May, 2012 For Jayantilal Thakkar & Co. Chartered Accountants (Firm Reg. No W) C. V. Thakker Partner Membership No Govind Rubber Limited

34 Consolidated Balance Sheet CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH th Annual Report EQUITY AND LIABILITIES Shareholders' Funds 32 Note No As At 31/03/2012 As At 31/03/2011 Share Capital Reserves and Surplus (248.49) NonCurrent Liabilities Longterm borrowings Other Long term liabilities Long term provisions Current Liabilities Shortterm borrowings Trade payables Other current liabilities Shortterm provisions Total Assets NonCurrent Assets Fixed assets Tangible assets Capital workinprogress Noncurrent investments Deferred tax assets (net) Long term loans and advances Current Assets Inventories Trade receivables Cash and bank balances Shortterm loans and advances Total Significant Accounting Policies 1 NOTES FORMING PART OF THE ACCOUNTS 236 The accompanying notes are an integral part of financial statements. As per our Report of even date attached. For and on behalf of the Board FOR JAYANTILAL THAKKAR & CO. Chartered Accountants VINOD PODDAR RAHUL PODDAR CHAIRMAN & MANAGING EXECUTIVE DIRECTOR DIRECTOR C.V.THAKKER Partner Mumbai : 28 th May 2012 UMESH LATHI WHOLE TIME DIRECTOR

35 Consolidated Statement of Profit and Loss Income: CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST, MARCH 2012 Note No Current Year Previous Year Revenue from operations Less: Excise duty Other Income Total Income Expenses: Cost of materials consumed Purchase of StockinTrade (Refer Note No. 33) Changes in inventories of finished goods, workinprogress and 21 StockinTrade ( ) Employee benefit expense Finance costs Depreciation Other expense Total Expenses Profit before tax Tax expense: Deferred tax Asset (Liability) (Refer Note No. 27) (586.57) Income Taxes of earlier year 0.36 (4.56) Profit for the year Basic / Diluted earning per share (Refer Note No. 28) Significant Accounting Policies 1 NOTES FORMING PART OF THE ACCOUNTS 236 The accompanying notes are an integral part of financial statements. As per our Report of even date attached. For and on behalf of the Board FOR JAYANTILAL THAKKAR & CO. Chartered Accountants VINOD PODDAR RAHUL PODDAR CHAIRMAN & MANAGING EXECUTIVE DIRECTOR DIRECTOR C.V.THAKKER Partner Mumbai : 28 th May UMESH LATHI WHOLE TIME DIRECTOR Govind Rubber Limited

36 Consolidated Cash Flow Statement CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012 PARTICULARS Current Year ` in Lacs ` in Lacs Previous Year ` in Lacs A. CASH FLOWS FROM OPERATING ACTIVITIES Profit before Tax ADJUSTMENTS FOR: Depreciation Loss / (Profit) on Sale of Fixed Assets 2.09 Interest received (15.64) (8.78) Unrealised Foreign exchange(gain)/loss (96.54) Finance Cost OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES Trade and Other Receivables ( ) ( ) Inventories ( ) Trade and other Payables (177.01) ( ) CASH GENERATED FROM OPERATIONS Direct Taxes Refund / (Paid) (5.68) Net Cash From Operating activities B. CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Fixed Assets (869.98) (387.96) Disposal of Fixed Assets Purchase of Investment (0.05) Interest received Net Cash Used in Investing Activities (854.34) (368.93) 27th Annual Report C. CASH FLOWS FROM FINANCING ACTIVITIES Repayment of Long term Borrowings (288.60) (Repayment) / Increase in Short term Borrowingsnet Finance cost ( ) ( ) Unrealised Foreign exchange gain/(loss) (48.15) Net Cash Used in financing Activities (701.01) (53.37) D. Change in Currency Fluctuation Reserve Arising on Consolidation 34 (3.30) CASH AND CASH EQUIVALENT ADD : OPENING CASH & BANK BALANCE CLOSING CASH & BANK BALANCE The accompanying notes are an integral part of financial statements. As per our Report of even date attached. For and on behalf of the Board FOR JAYANTILAL THAKKAR & CO. Chartered Accountants VINOD PODDAR RAHUL PODDAR CHAIRMAN & MANAGING EXECUTIVE DIRECTOR DIRECTOR C.V.THAKKER Partner Mumbai : 28 th May 2012 UMESH LATHI WHOLE TIME DIRECTOR

37 Notes Note 1 Significant Accounting Policies: A) Principles of Consolidation: (i) (ii) (iii) The subsidiary and Joint Venture (which along with Govind Rubber Limited, the parent, constitute the group) considered in the preparation of these consolidated financial statements are: Name of Country of Holding the Company Incorporation as on GRL BV The Netherlands GK Company Limited Financial Year ends on 100% South Korea 50% During the year Company has formed 100% Wholly Owned Subsidiary Company namely GRL BV. During the year Company has also entered into Joint Venture with 50% share in GK Company Limited in South Korea. The Consolidated financial statements of the group have been prepared on the following basis: a. The Consolidated Financial Statements of the group are prepared in accordance with Accounting Standard 21 Consolidated Financial Statements, Accounting and Accounting Standard 27 Financial Reporting of interests in Joint Ventures as notified by Companies (Accounting Standards) Rules, 2006 (as amended). b. The financial statements of the Company and its subsidiary Company has been consolidated on a linebyline basis by adding together the book value of like items of assets, liabilities, income and expenses, after eliminating intragroup balances and intragroup transactions and unrealized profits or unrealized losses. c, The financial statements of the Company and its Joint Venture have been consolidated using the proportionate consolidation method. d. The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and 35 are presented, to the extent possible, in the same manner as the Company s Standalone Financial Statements. e. The financial statements of an integral foreign operation are translated as if the transactions of the foreign operation have been those of the Company itself. For nonintegral foreign operation, the assets and liabilities are translated at the closing rate, Income and expense items of the nonintegral foreign operation are translated at exchange rates at the dates of the transactions and all resulting exchange differences are accumulated in a foreign currency translation reserve on consolidation until the disposal of the net investment. f. All material intercompany balances and transactions are eliminated on consolidation. g. Consolidated Financial Statements have been prepared using uniform accounting policies for all major transactions and other events in similar circumstances except the policies adopted by the subsidiary/joint venture based on local laws which are given below: 1. The parent and the subsidiary/joint venture write off Intangible Assets over different number of years. 2. Parent and subsidiary/joint venture provide depreciation at different rates on tangible Assets. 3. The parent and the subsidiary/joint venture follow their local guidelines for accounting the leases. 4. Foreign subsidiary/joint venture companies recognize tax liabilities and assets in accordance with the applicable local legislation. 5. The parent and subsidiary/joint venture follow different method of valuation of inventory. 6. Parent and subsidiary/joint venture follow different method of accounting with regard to revalued fixed assets. It is not practicable to adopt uniform accounting policies in respect of the aforesaid items. The proportion of these items visàvis results/ assets of the Group is not significant. B) Other Significant Accounting Policies Other significant accounting policies are set out under Significant Accounting Policies as given in the standalone financial statements of the parent company. NOTE 2 As At 31/03/2012 As At 31/03/2011 SHARE CAPITAL : Authorised Equity Shares of ` 10/ each Total Issued Nos. Equity Shares of ` 10/ each fully paid up Subscribed Nos. Equity Shares of ` 10/ each Paid up Nos. Equity Shares of ` 10/ each Add : Amount paidup on shares forfeited Total Govind Rubber Limited

38 Notes Out of the abovei) Equity shares of ` 10/ each are issued as fully paid up to Financial Institutions/ Bank against simple Interest dues as on 31st March 2003 as per restructuring package approved by CDR Cell of RBI. ii) Equity shares of ` 10/ each are issued as fully paid up on Net present value (NPV) basis on account of 1% reduction in the rate of interest payable in future to Financial Institution/Bank, in terms of reworkout package approved by CDR Cell of RBI. Shareholder's holding more than 5% As at 31/03/2012 As at 31/03/2011 Sr. No. Name Number % Number % 1 Sunita Vinodkumar Poddar % 2 Vinod Kumar M Poddar % % 3 Rahul V Poddar % 4 GPP Enterprises LLP % 5 Vishal Furnishings Ltd % 6 Beetee Textile Industries Ltd % Terms/rights attached to equity shares : The company has issued only one class of equity shares having a par value of ` 10 per share. Each holder of quity share is entitled to one vote per share. The company declares and pays dividend in Indian rupees. 27th Annual Report As At 31/03/2012 As At 31/03/2011 NOTE 3 RESERVES AND SURPLUS Capital Reserves Amalgamation Reserve As Per last Balance sheet Securities Premium Reserve As Per last Balance sheet General Reserve As Per last Balance sheet Currency Fluctuatuion Reserve During the Year (3.30) Statement of Profit and Loss Opening Balance ( ) ( ) Add: Net Profit after tax for the year Closing Balance ( ) ( ) (248.49) NOTE 4 LONG TERM BORROWINGS Secured Term Loans from Banks Financial Institution Vehicles Loan from Banks Unsecured Loan From a company Share In Joint Venture

39 Notes NOTES : 1) Term Loans from Banks/Financial Institutionsare secured by way of first charge on parripassu basis on Company's movable and immovable assets both present and future subject to prior charge on inventories and Book debts in favour of Company's Bankers. 2) Vehicles loans are secured by hypothecation of vehicles acquired out of proceeds of the loans. 3) Term Loans from Banks and Financial Institutions as shown above are personally guaranteed by the Managing Director. 4) Maturity profile of Secured Term Loan Between Between Between Beyond 12 years 23 years 34 years 4 Years ` Lacs ` Lacs ` Lacs NIL 5) Interest on above said term loan ranging between 7.5% to 9.00%. 6) Share in Joint Venture Term loan amounting ` lacs shares in joint venture secured by hypothecation charge over assets of the joint venture company As At 31/03/2012 As At 31/03/2011 NOTE 5 Other Long Term Liabilities (Unsecured) From Agents / Distributors against Security Deposit Total NOTE 6 LONG TERM PROVISIONS Provisions for Employee Benefits Gratuity Total NOTE 7 Short Term Borrowings Secured Working capital Loans From Banks 1) Cash Credit/ Demand Loan ) Packing credit ) Bill Discounting Total ) Cash Credit, Packing Credit, Working Capital Demand Loans and Bill Discounting facilities from the banks as shown above are secured against the hypothecation of Inventories and Book debts and further secured by way of second charge on parripassu basis on the Fixed Assets of the Company at Ludhiana. 2) Loans/ Facilities from Banks and Financial Institutions as shown above are personally guaranteed by the Managing Director. NOTE 8 Trade Payables (a) Micro, Small and Medium Enterprises (b) Others Share In Joint Venture 8.31 Total ) There is no principal amount due and remaining unpaid. No interest paid/payable during the year by the company to the suppliers covered under Micro, Small and Medium Enterprises Development Act, ) The above information is based on the information with the company 37 Govind Rubber Limited

40 Notes 27th Annual Report As At 31/03/2012 As At 31/03/2011 NOTE 9 Other Current Liabilities Current maturities of long term debt Interest accrued but not due on borrowings Interest accrued and due on borrowings Advance Received from Customer/Agents Sundry Creditor for capital Goods Other payables i) Statutory Dues ii) Employees Dues iii) Other Dues Share In Joint Venture Total NOTE 10 Short Term Provisions Provison for Employee Benefits Unavailed Leave Others Fringe Benefit tax NOTE 11 Total Fixed Assets (` in lacs) GROSS BLOCK DEPRECIATION NET BLOCK PARTICULARS AS AT Sales/ AS AT Upto For the On adjust./ Upto As At As At Additions Adjustment Year sale Land (Free Hold) Factory Building Plant and Machinery Electrical Installations Furniture, Fixures and Equipments Vehicles TOTAL Shares In Joint Venture GRAND TOTAL PREVIOUS YEAR CAPITAL WIP SHARES IN JOINT VENTURE 3.51 TOTAL ` / being the cost of unit purchased on ownership basis * Including office equipment NOTE 12 NONCURRENT INVESTMENTS (Long Term Investment) At Cost Other than trade (Unquoted) Investments in Government securities National Saving Certificate (Deposited with Government Department) Total Aggregate book value of Unquoted Investment

41 Notes As At 31/03/2012 As At 31/03/2011 NOTE 13 Long Term Loans and Advances Unsecured considered good Capital Advances Security Deposits Other loans and advances Duty paid under protest Advance Tax Others Share In Joint Venture Total NOTE 14 Inventories (At Lower of cost and net relisable value) (As taken,valued & certified by the Management) Raw materials Work In Progress Stock Finished goods Stock in Trade Stores & Spares Power & Fuel Share In Joint Venture 6.93 Total NOTE 15 Trade Receivables (Unsecured) Outstanding for a period exceeding six months Considered good Considered Doubtful Less: Provision for doubtful receivables Others considered good Total NOTE 16 Cash and Bank Balances Cash and Cash equivalents a) Balances with banks b) Cash on hand Other Bank Balance i) In Margin Money Accounts Pledged with banks towards Margin Money ii) Bank deposits more than 12 month maturity (Pledged with Bank) Share In Joint Venture Total Govind Rubber Limited

42 Notes As At 31/03/2012 As At 31/03/2011 NOTE 17 Short Term Loans and Advances (Unsecured, Considered good) Others : Advances for supply of goods and services Loans and advances to employee Prepaid Expenses Service tax, vat and excise receivable Others Advances recoverable in cash or kind Share In Joint Venture Total th Annual Report Current Year Previous Year NOTE 18 : Revenue From Operations Sale of products (Refer Note No. 32) Less : Trade discount, Rebate etc Sale of Services (Job Charges Received) Less : Excise Duty Total NOTE 19 Other Income Interest Received Misc Income Foreign Exchange Fluctuation Gain (Net) Provision for Bad and Doubtful debts written back Sundry Balance w/off Total NOTE 20 Cost of Material Consumed Raw Material Consumed (Refer Note No. 34) Opening Stock Add: Purchase during the year Less: Closing Stock Total

43 Notes Current Year Previous Year NOTE 21 Change in Inventories (refer note no. 32) Opening Stock Work In Process Stock in Trade Finished Goods Closing Stock Work In Process Stock in Trade Finished Goods Total ( ) NOTE 22 Employee Benefits Expense Salary, Wages, Bonus etc Contribution to provident and other fund Retirement Gratuity Employee Welfare Expenses Total NOTE 23 Finance Cost Interest Paid on Bank Loan Other Borrowing Cost Total NOTE 24 Other Expenses Stores & Spares Consumed Power & Fuel Repairs & Maintenance Plant & Machinery Building Others Excise duty on variation of stock of Finished Goods (0.60) 7.54 Insurance Charges Foreign Exchange Fluctuation Loss (Net) Rents Rates & Taxes Legal & Professional Charges Printing & Stationery Postage & Telephone Travelling and Conveyance Loss on Sale of Assets 2.09 Director Sitting Fees Provision for Bad & doubtful debts Donation Misc Expenses Sales Commission Discount Sales Claims and Other Rebates Outward Freight and Octroi Advertisement and Sales Promotions Total Govind Rubber Limited

44 Notes 27th Annual Report In the opinion of the Company, the Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business and all known liabilities have been accounted for. 26. Contingent Liabilities & commitments: i. Contingent Liabilities: a) Guarantees given by the bankers to various authorities & vendors on behalf of the Company ` Lacs (` Lacs). b) Disputed Salestax liabilities not provided for against which Company has filed appeal ` lacs (` lacs) c) Disputed Excise Liability not provided for against which the Company has filed an appeal with the appropriate authority ` lacs (` lacs) d) Disputed Electricity Liability not provided for against which the Company has filed an appeal with the appropriate authority ` lacs (` lacs) e) Custom duty liability on capital goods which may arise if obligation for export is not fulfilled ` Nil lacs (` Lacs.). ii. Commitments: Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advance) ` Lacs (` Lacs) 27. The Management has reviewed the position of deferred tax Assets since last year considering the uncertainty of future profitability and in current year the part of deferred tax Assets has been created as the Management is of the view that it will be recouped from subsequent year profits. 28. Earning per Share (EPS) computed in accordance with Accounting Standard20 Earning per share Current year ` in Lacs Previous year ` in Lacs a) Profit after Tax b) The Weighted average number of Ordinary Shares c) Basic and diluted EPS (`) Remuneration to the Managing Director, Executive Director and Whole time Director: i ii iii Salary and other Allowance Contribution to Provident/ Superannuation Fund Retirement Benefits Current Year ` in Lacs Previous Year ` in Lacs TOTAL Due to inadequacy of profits, remuneration paid to the Managing Director, Executive Director and whole time Director is within the minimum remuneration as prescribed under schedule XIII of the Companies Act, Payment to Auditors: A) Statutory Auditors:* Current year ` in Lacs PreviousYear ` in Lacs i Audit Fees ii Tax Audit Fees Company Law mat ters iii iv Taxation matters v vi Certification & other work Reimbursement of Expenses B) Cost Auditors:* i. Audit Fees * Exclusive of Service Tax. 31. (I) Disclosure of related parties (as identified by Management) Names of the related parties with whom transactions were carried out during the year and description of relationship as required by AS 18 Related Parties Disclosure. a. Related parties i) Associates: ii) iii) iv) Balkrishna Industries Ltd GRL International Limited Siyaram Silk Mills Ltd. Beetee Textile Industries Ltd. S.P. Finance & trading Ltd. Joint Venture: GK Co. Limited, South Korea Key Management Personnel: Shri Vinod Poddar Shri Rahul Poddar Shri Umesh Lathi Relatives of Key Management Personnel: Mrs. Shefali Poddar

45 Notes (II) Disclosure of Related Party Transactions (` in Lacs) Sr. No. Nature of Relationship/ Transaction Associates Joint Venture Company Key Management personnel Relatives of Key Management Personnel Total 1 Sale of Goods 18, (20,330.08) 18, (20,330.08) 2 Loans & advances given (110.00) () (110.00) 3 Payment of Unsecured Loan (110.00) (110.00) 4 Commission paid (67.24) (67.24) 5 Payment of Salaries (67.88) 6.87 (0.83) (68.71) 6 Investments () () 7 Unsecured Loan taken 1, () 1, () 8 Payment of Rent 0.96 (0.60) 0.96 (0.60) 9 Purchase of Other Items & Services (8.28) (8.28) (III) Amount due to/from related parties (` in lacs) Sr. No. Nature of Relationship/ Transaction Associates Joint Venture Company Key Management personnel Relatives of Key Management Personnel Total 1 Trade Receivables 9, (8,483.63) () () () 9, (8,483.63) 2 Trade Payables 0.48 () () () () 0.48 () 3 Loans & Advances () () No amounts in respect of related parties have been written off / back or are provided for during the year. () () () Govind Rubber Limited

46 Notes 32. Particular of Turnover & Stock: (` in Lacs) 27th Annual Report Sr. No. 01 Tyres & Tubes (703.12) Products Opening Stock Closing Stock Turnover 02 Others (0.84) (703.96) ( ) (634.15) ( ) ( ) ( ) ( ) Less Rebate & Discount (882.62) Total ( ) 33. Finished goods purchased: Sr. No. Products (` in Lacs) 01 Finished goods purchased (955.13) 34. Raw Material Consumed : Sr. No. Name of Raw Materials Value (` in Lacs) 1 Rubber ( ) 2 Chemicals & Minerals ( ) 3 Tyre Cord ( ) 4 Bead Wire (923.94) 5 Others ( ) Value Total ( ) 35. Segment reporting: The Company is mainly engaged in the business of Rubber Products consisting of all types of Tyres and Tubes. These, in the context of Accounting Standard 17 on "Segment Reporting" issued by the Institute of Chartered Accountants of India, are considered as single primary segment. The Company caters mainly to the needs of the Domestic Market. The export turn over is not significant in the context of the total turn over. As such there are no reportable geographical segments. 36. This being the first year of wholly owned subsidiary and joint venture, previous year figures are only in respect of standalone accounts. Signatures to Notes '1' to '36' As per our Report of even date attached. FOR JAYANTILAL THAKKAR & CO. Chartered Accountants C.V.THAKKER Partner For and on behalf of the Board VINOD PODDAR CHAIRMAN & MANAGING DIRECTOR Mumbai : 28th May 2012 RAHUL PODDAR Umesh Lathi EXECUTIVE DIRECTOR Whole Time Director

47 Financial Information of Subsidiary Financial Information of Subsidiary Company ` in lacs Name of the Subsidiary Co. GRL BV Country The Netherlands Financial year ends on 31st March, 2012 Reporting Currency Euro Share Capital Reserves & Surplus (164.17) Total Assets (Fixed Assets + Investments+ Current Assets) Total Liabilities (Debts + Current Liabilities) Investments (Excluding investments in subsidiary companies) Nil Turnover Profit/ (Loss) before taxation (161.01) Provision for taxation Nil Profit / (Loss) after taxation (161.01) Exchange rate as on 31st March, 2012, 1 Euro = ` Note: Extent of Holding 100% of subsidiary company For and on behalf of the Board VINOD PODDAR CHAIRMAN & MANAGING DIRECTOR RAHUL PODDAR EXECUTIVE DIRECTOR UMESH LATHI WHOLE TIME DIRECTOR 45 Govind Rubber Limited

48 NOTES 27th Annual Report

49 GOVIND RUBBER LIMITED Regd. Office: 418, Creative Industrial Estate, 72, N. M. Joshi Marg, Lower Parel, Mumbai Client ID: DP ID: L.F. No. No. of Shares held Client ID: DP ID: ATTENDANCE SLIP I/We hereby record my/our presence at the 27th Annual General Meeting of the Company to be held at Nehru Centre, Hall of Harmony, Dr. Annie Besant Road, Worli, Mumbai on Wednesday, the 11th July, 2012 NAME OF THE SHAREHOLDER (IN BLOCK LETTERS) SIGNATURE OF THE SHAREHOLDER NAME OF THE PROXY (IN BLOCK LETTERS) SIGNATURE OF THE PROXY NOTES: 1. You are requested to sign and hand over this slip at the entrance. 2. If you intend to appoint a proxy to attend the meeting instead of yourself, the proxy form must be deposited at the Registered Office of the Company at 418, Creative Industrial Estate, 72, N. M. Joshi Marg, Lower Parel, Mumbai not less than 48 hours before the time for holding the meeting. 3. If you are attending the meeting in person or by proxy, your copy of the Annual Report may please be brought by you/your proxy for reference at the meeting. GOVIND RUBBER LIMITED Regd. Office: 418, Creative Industrial Estate, 72, N. M. Joshi Marg, Lower Parel, Mumbai FORM OF PROXY 47 L.F. No. No. of Shares held I/We...of......in the district...being a member/members of the above named Company hereby appoint...of...in the district of...or failing him...of in the district of... as my/our proxy to vote for me/us or my/our behalf at the 27th Annual General Meeting of the Company to be held on Wednesday, 11th July, 2012 and at any adjournment thereof. Signed this... day of NOTE : The Proxy form must be deposited at the Registered Office of the Company at 418, Creative Industrial Estate, 72, N. M. Joshi Marg, Lower Parel, Mumbai not less than 48 hours before the time for holding the Meeting. Please Affix Ruppee One Revenue Stamp Govind Rubber Limited

50

51

52

Vimta Labs Limited NOTICE CALLING 20TH ANNUAL GENERAL MEETING

Vimta Labs Limited NOTICE CALLING 20TH ANNUAL GENERAL MEETING NOTICE CALLING 20TH ANNUAL GENERAL MEETING NOTICE is hereby given that the Twentieth Annual General Meeting of the members of VIMTA LABS LIMITED will be held on September 30, 2010 at 10.00 A M at the Registered

More information

URBAN GAS SUPPLIERS LIMITED Regd. Office: 11B, Mittal Towers, Nariman Point, Mumbai 400 021 DIRECTORS REPORT

URBAN GAS SUPPLIERS LIMITED Regd. Office: 11B, Mittal Towers, Nariman Point, Mumbai 400 021 DIRECTORS REPORT URBAN GAS SUPPLIERS LIMITED Regd. Office: 11B, Mittal Towers, Nariman Point, Mumbai 400 021 DIRECTORS REPORT The Directors of your Company are pleased to present the Fourth Annual Report together with

More information

REPORT OF THE DIRECTORS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2014 1. Your Directors hereby submit their Report and Accounts for the financial year ended 31st March, 2014. 2. COMPANY PERFORMANCE Your

More information

DIRECTORS REPORT TO THE MEMBERS

DIRECTORS REPORT TO THE MEMBERS DIRECTORS REPORT TO THE MEMBERS Your Directors present their Fourth Report together with the audited accounts of the Company for the year ended 31 st March, 2013. FINANCIAL HIGHLIGHTS Particulars For the

More information

Notice MONEY MATTERS FINANCIAL SERVICES LIMITED

Notice MONEY MATTERS FINANCIAL SERVICES LIMITED MONEY MATTERS FINANCIAL SERVICES LIMITED Notice NOTICE is hereby given that the Eighteenth Annual General Meeting of the Members of Money Matters Financial Services will be held on Saturday, July 28, 2012

More information

Explanation-For the purpose of the expression related to any promoter referred to in sub-clause (ii):

Explanation-For the purpose of the expression related to any promoter referred to in sub-clause (ii): 49. Corporate Governance The company agrees to comply with the following provisions: I. Board of Directors (A) Composition of Board i. The Board of directors of the company shall have an optimum combination

More information

Mantas India Private Limited. Directors Report

Mantas India Private Limited. Directors Report Mantas India Private Limited Directors Report Dear Members, Your Directors take pleasure in bringing you the Annual Report of your Company along with the Audited Accounts for the financial year from April

More information

How To Write An Audit On Jet Airways Training Academy

How To Write An Audit On Jet Airways Training Academy INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JET AIRWAYS TRAINING ACADEMY PRIVATE LIMITED Report on the Standalone Financial Statements We have audited the accompanying financial statements of JET AIRWAYS

More information

TUBE INVESTMENTS OF INDIA LIMITED Regd. Office: Dare House, 234, N S C Bose Road, Chennai - 600 001

TUBE INVESTMENTS OF INDIA LIMITED Regd. Office: Dare House, 234, N S C Bose Road, Chennai - 600 001 TUBE INVESTMENTS OF INDIA LIMITED Regd. Office: Dare House, 234, N S C Bose Road, Chennai - 600 001 NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the SIXTY-FOURTH ANNUAL GENERAL MEETING

More information

(Subash B. K.) Company Secretary. Date: 03-09-2015 Place: Bangalore

(Subash B. K.) Company Secretary. Date: 03-09-2015 Place: Bangalore HMT LIMITED (CIN No: L29230KA1953PLC000748) Regd. Office: HMT Bhavan, No.59, Bellary Road, Banaglore-560032 Ph:080 23330333, Fax:23339111, e-mail:cosey@hmtindia.com NOTICE Notice is hereby given that the

More information

Exemptions to Private Companies as per Companies Act, 2013

Exemptions to Private Companies as per Companies Act, 2013 Exemptions to Private Companies as per Companies Act, 2013 A Private Company (PC) was entitled to various exemptions under Companies Act, 1956 (1956 Act). Companies Act, 2013 (2013 Act) has brought in

More information

Notice to the Members

Notice to the Members 2 Notice to the Members Notice is hereby given that the 53rd Annual General Meeting of the Company will be held on Monday, the 14th September 2015 at 3.30 P.M at Ardra Convention Centre, Kaanchan, No.9,

More information

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS... (Name & DIN of the Director)... (Address)... (Date of appointment) Dear [...], We are pleased to inform you that on recommendation of the

More information

DIRECTORS REPORT. Your Directors are pleased to present the Third Annual Report of the Company for the financial year ended 31st March, 2010.

DIRECTORS REPORT. Your Directors are pleased to present the Third Annual Report of the Company for the financial year ended 31st March, 2010. To, The Members Future E-Commerce Infrastructure Limited DIRECTORS REPORT Your Directors are pleased to present the Third Annual Report of the Company for the financial year ended 31st March, 2010. FINANCIALS

More information

ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED Registered Office: ICICI PruLife Towers, 1089 Appasaheb Marathe Marg Prabhadevi, Mumbai 400 025

ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED Registered Office: ICICI PruLife Towers, 1089 Appasaheb Marathe Marg Prabhadevi, Mumbai 400 025 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED Registered Office: ICICI PruLife Towers, 1089 Appasaheb Marathe Marg Prabhadevi, Mumbai 400 025 NOTICE Notice is hereby given that the Fourteenth Annual

More information

CS MANOJ HURKAT PRACTISING COMPANY SECRETARY

CS MANOJ HURKAT PRACTISING COMPANY SECRETARY DISCLOSURES IN DIRECTORS REPORT FINANCIAL PERFORMANCE/OPERATIONS 1. Section 134 of the Companies Act, 2013: The state of the company s affairs. As per Rule 8(5) of The Companies (Accounts) Rules, 2014,

More information

Nomination & Remuneration Policy

Nomination & Remuneration Policy Nomination & Remuneration Policy I. PREAMBLE Pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of every listed Company shall constitute the

More information

IDEA CELLULAR SERVICES LIMITED ANNUAL REPORT 2014-15

IDEA CELLULAR SERVICES LIMITED ANNUAL REPORT 2014-15 ANNUAL REPORT 2014-15 Independent Auditors Report To the Members of Idea Cellular Services Limited Report on the Financial Statements We have audited the accompanying financial statements of Idea Cellular

More information

Sub: Appointment as an Independent Director on the Board of GMR Infrastructure Limited

Sub: Appointment as an Independent Director on the Board of GMR Infrastructure Limited Date: To, (Address) Dear Sir / Madam, Sub: Appointment as an Independent Director on the Board of GMR Infrastructure Limited We are pleased to inform you that upon recommendation by Nomination and Remuneration

More information

LETTER OF APPOINTMENT

LETTER OF APPOINTMENT LETTER OF APPOINTMENT Date Dear Mr./ Ms., I am writing to confirm that the Board and the Members have approved your appointment as an Independent Director on the Board of Directors of (hereinafter referred

More information

DIRECTORS REPORT TO THE MEMBERS

DIRECTORS REPORT TO THE MEMBERS DIRECTORS REPORT TO THE MEMBERS Your Directors present their Fifth Report together with the audited accounts of the Company for the year ended 31 st March, 2013. FINANCIAL HIGHLIGHTS For the year ended

More information

NOTICE. By Order of the Board of Directors. Aayushi Mulasi Company Secretary. Mumbai August 06, 2015 NOTES:

NOTICE. By Order of the Board of Directors. Aayushi Mulasi Company Secretary. Mumbai August 06, 2015 NOTES: NOTICE Notice is hereby given that the Fifty Third Annual General Meeting of the members of FGP Limited will be held in the Auditorium of Textiles Committee Complex, P. Balu Road, Prabhadevi Chowk, Mumbai

More information

INTERNAL FINANCIAL CONTROL POLICY GLANCE FINANCE LIMITED

INTERNAL FINANCIAL CONTROL POLICY GLANCE FINANCE LIMITED INTERNAL FINANCIAL CONTROL POLICY GLANCE FINANCE LIMITED INTRODUCTION The Board of Directors of GLANCE FINANCE LIMITED in its Board Meeting held on 12 th March, 2015 has adopted the following Internal

More information

NOTICE OF 21 st ANNUAL GENERAL MEETING

NOTICE OF 21 st ANNUAL GENERAL MEETING NOTICE OF 21 st ANNUAL GENERAL MEETING Notice is hereby given that the 21 st Annual General Meeting (AGM) of the members of M/s. will be held on Wednesday, the 30 th day of September, 2015 at 03.00 p.m

More information

RESOLVED FURTHER THAT

RESOLVED FURTHER THAT NOTICE TO MEMBERS NOTICE is hereby given that the Thirty-Fourth Annual General Meeting of Lupin Limited will be held at Rang Sharda Natyamandir, Bandra Reclamation, Bandra (West), Mumbai - 400 050, on

More information

BOARD GOVERNANCE UNDER THE COMPANIES ACT, 2013 9/21/2013 1

BOARD GOVERNANCE UNDER THE COMPANIES ACT, 2013 9/21/2013 1 BOARD GOVERNANCE UNDER THE COMPANIES ACT, 2013 9/21/2013 1 There is evidence of a steady erosion in trust for established authorities. As trust diminishes, so increases the demand for transparency. -Tom

More information

Sub.: Appointment as an Independent Director on the Board of Delhi Duty Free Services Private Limited

Sub.: Appointment as an Independent Director on the Board of Delhi Duty Free Services Private Limited To, (Address) Date:, 2015 Dear Sir, Sub.: Appointment as an Independent Director on the Board of Delhi Duty Free Services Private Limited We are pleased to inform you that upon the recommendation of the

More information

AMENDED BY-LAWS OF STEELCASE INC. Amended as of: April 17, 2014

AMENDED BY-LAWS OF STEELCASE INC. Amended as of: April 17, 2014 AMENDED BY-LAWS OF STEELCASE INC. Amended as of: April 17, 2014 ARTICLE I Offices SECTION 1.01. Offices. The corporation may have offices at such places both within and without the State of Michigan as

More information

VIPPY INDUSTRIES LTD. NOTICE. 41 st Annual Report & Accounts 2014-15

VIPPY INDUSTRIES LTD. NOTICE. 41 st Annual Report & Accounts 2014-15 NOTICE Notice is hereby given that the 41 st Annual General Meeting of the Company will be held on Wednesday,30 th day of September,2015 at 9.30 a.m. at the Registered Office of the Company situated at

More information

1) M.g.t. Cements Private Limited 03-16. 2) Chemical Limes Mundwa Private Limited 17-32. 3) Kakinada Cements Limited 33-40

1) M.g.t. Cements Private Limited 03-16. 2) Chemical Limes Mundwa Private Limited 17-32. 3) Kakinada Cements Limited 33-40 CONTENT 1) M.g.t. Cements Private Limited 03-16 2) Chemical Limes Mundwa Private Limited 17-32 3) Kakinada Cements Limited 33-40 4) Dirk India Private Limited 41-60 5) Dang Cements Industries Private Limited,

More information

COMPLIANCE CERTIFICATE FOR LISTING AT SME PLATFORM STOCK EXCHANGES

COMPLIANCE CERTIFICATE FOR LISTING AT SME PLATFORM STOCK EXCHANGES COMPLIANCE CERTIFICATE FOR LISTING AT SME PLATFORM OF STOCK EXCHANGES 1 COMPLIANCE CERTIFICATE For listing / issue of (Nos.) Equity Shares / Other Securities (please specify) of Rs. each (hereinafter referred

More information

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE OF THE ANNUAL GENERAL MEETING NOTICE OF THE ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE SEVENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF VE COMMERCIAL VEHICLES LIMITED WILL BE HELD AT 2.00 P.M. ON MONDAY, FEBRUARY 23, 2015

More information

N O T I C E. 3. To consider and if thought fit to pass, with or without modifications, the following as Ordinary Resolution:

N O T I C E. 3. To consider and if thought fit to pass, with or without modifications, the following as Ordinary Resolution: AMULYA LEASING AND FINANCE LIMITED CIN: L65999DL1985PLC022723 Website: www.amulyaleasing.com Registered Office: 37, Hargobind Enclave, Vikas Marg, New Delhi-110092 Phone: 011-22373437 Fax: 011-22373537

More information

Ordinary business: Notes. Special business:

Ordinary business: Notes. Special business: NOTICE is hereby given that the 39 th Annual General Meeting of the Members of Atul Ltd will be held on Friday, July 29, 2016, at 10:30 a.m. at H T Parekh Hall, Ahmedabad Management Association, Dr Vikram

More information

Appendix 15 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT

Appendix 15 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT Appendix 15 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT The Code This Code sets out the principles of good corporate governance, and two levels of recommendations: code provisions; and recommended

More information

Thirumalai Chemicals Ltd. 43 rd Annual Report 2015-2016 N O T I C E

Thirumalai Chemicals Ltd. 43 rd Annual Report 2015-2016 N O T I C E NOTICE is hereby given that the FORTY THIRD ANNUAL GENERAL MEETING OF THIRUMALAI CHEMICALS LIMITED will be held at THE MYSORE ASSOCIATION AUDITORIUM, Mysore Association, 393, Bhaudaji Road, Matunga C-Rly.,

More information

NOTICE. 1. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution.

NOTICE. 1. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution. RAMCO SYSTEMS LIMITED www.ramco.com REGISTERED OFFICE: 47 PSK NAGAR, RAJAPALAYAM 626 108 CORPORATE OFFICE: 64 SARDAR PATEL ROAD, TARAMANI, CHENNAI 600 113 NOTICE NOTICE is hereby given that an Extra Ordinary

More information

REMUNERATION TO DIRECTORS DIRECTORS

REMUNERATION TO DIRECTORS DIRECTORS Directors are classified as follows: REMUNERATION TO DIRECTORS DIRECTORS EXECUTIVE NON-EXECUTIVE Remuneration to Executive Directors: A Company can remunerate its executive directors i.e. Managing Director

More information

As an Independent Director you will not be liable to retire by rotation.

As an Independent Director you will not be liable to retire by rotation. (Date) Mr. Dear Mr., Re: Appointment as Non-Executive Independent Director I am pleased to inform that, in terms of section 149 of the Companies Act 2013 read with other provisions of the Companies Act

More information

Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT

Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT The Code This Code sets out the principles of good corporate governance, and two levels of recommendations: code provisions; and recommended

More information

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 3rd March 2014)

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 3rd March 2014) - 1 - CATHAY PACIFIC AIRWAYS LIMITED (Amended and restated with effect from 3rd March 2014) This Code sets out the corporate governance practices followed by the Company. The Board and its responsibilities

More information

NOTICE OF POSTAL BALLOT

NOTICE OF POSTAL BALLOT TO ION EXCHANGE (INDIA) LIMITED Regd Office : Ion House, Dr. E Moses Road, Mahalaxmi, Mumbai 400011. CIN :L74999MH1964PLC014258 Email- ieil@ionexchnage.co.in Web:www.ionindia.com NOTICE OF POSTAL BALLOT

More information

Corporate Governance Code for Banks

Corporate Governance Code for Banks Corporate Governance Code for Banks Foreword Further to issuing the Bank Director s Handbook of Corporate Governance in 2004, the Central Bank of Jordan is continuing in its efforts to enhance corporate

More information

POSTAL BALLOT NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013

POSTAL BALLOT NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 To The Shareholder(s), ESSAR OIL LIMITED Registered Office: Khambhalia Post, P.O. Box 24, Dist. Devbhumi Dwarka 361305, Gujarat Phone: 91 02833 661444, Fax: 91 02833 662929, E-mail: eolinvestors@essar.com,

More information

THE CAPITAL MARKETS ACT (Cap. 485A)

THE CAPITAL MARKETS ACT (Cap. 485A) GAZETTE NOTICE NO. 3362 THE CAPITAL MARKETS ACT (Cap. 485A) GUIDELINES ON CORPORATE GOVERNANCE PRACTICES BY PUBLIC LISTED COMPANIES IN KENYA IN EXERCISE of the powers conferred by sections 11(3) (v) and

More information

***Repealed by Notification No. 11/LC/GN/2007/1406, w.e.f. 02.01.2007

***Repealed by Notification No. 11/LC/GN/2007/1406, w.e.f. 02.01.2007 THE GAZETTE OF INDIA EXTRAORDINARY PART -II - SECTION 3 - SUB SECTION (ii) PUBLISHED BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 21st August 2003 SECURITIES AND EXCHANGE

More information

TD POWER SYSTEMS LIMITED

TD POWER SYSTEMS LIMITED TD POWER SYSTEMS LIMITED Corporate Identity Number (CIN): L31103KA1999PLC025071 Regd. Office: # 27, 28& 29, KIADB Industrial Area, Dabaspet, Nelamangala Taluk, Bengaluru Rural District, Bengaluru- 562

More information

LETTER OF APPOINTMENT FOR INDEPENDENT DIRECTOR

LETTER OF APPOINTMENT FOR INDEPENDENT DIRECTOR LETTER OF APPOINTMENT FOR INDEPENDENT DIRECTOR Dear Sir, It is our pleasure to inform you of your appointment as an Additional Director (in the category of Non-Executive Independent Director) by the Board

More information

DRAFT RULES UNDER COMPANIES ACT, 2013 CHAPTER-XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS

DRAFT RULES UNDER COMPANIES ACT, 2013 CHAPTER-XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS DRAFT RULES UNDER COMPANIES ACT, 2013 CHAPTER-XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS Woman director on the Board. 11.1. For the purposes of second proviso to sub-section (1) of section 149 the

More information

To All Regional Director, All Registrar of Companies.

To All Regional Director, All Registrar of Companies. To All Regional Director, All Registrar of Companies. General Circular No. 36/2011 F. No. 2/3/2011-CL V Government of India Ministry of Corporate Affairs 5 th Floor, A Wing, Shastri Bhavan, Dr. R.P. Road,

More information

CORDS CABLE INDUSTRIES LIMITED

CORDS CABLE INDUSTRIES LIMITED TM CORDS CABLE INDUSTRIES LIMITED CIN : L74999DL1991PLC046092 REGISTERED OFFICE: B-1/ A-26, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi- 110 044. Website : www.cordscable.com, E- Mail:

More information

NATCO Pharma Limited

NATCO Pharma Limited NATCO Pharma Limited Registered Office: NATCO House, Road # 2, Banjara Hills, Hyderabad-500 034 Phone # 040-23547532, Fax No.23548243, website: www.natcopharma.co.in Email: investors@natcopharma.co.in

More information

ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED

ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED Registered Office: 1089, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025; CIN U66010MH2000PLC127837; www.iciciprulife.com NOTICE Notice is hereby given

More information

DABUR INDIA LIMITED. Regd. Office : 8/3 Asaf Ali Road, New Delhi - 110002

DABUR INDIA LIMITED. Regd. Office : 8/3 Asaf Ali Road, New Delhi - 110002 DABUR INDIA LIMITED Regd. Office : 8/3 Asaf Ali Road, New Delhi - 110002 NOTICE Notice is hereby given that the 33 rd Annual General Meeting of the Members of Dabur India Limited will be held on Thursday,

More information

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013 I. Purpose of Guidelines AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors as of December 9, 2013 These corporate governance guidelines are intended to set a proper

More information

Oracle (OFSS) Processing Services Limited. Directors Report

Oracle (OFSS) Processing Services Limited. Directors Report Directors Report Dear Members, Your Directors take pleasure in bringing you the Sixth Annual Report of your Company along with the Audited Accounts of the Company for the financial year from April 01,

More information

CHAPTER 16 INVESTMENT ENTITIES

CHAPTER 16 INVESTMENT ENTITIES CHAPTER 16 INVESTMENT ENTITIES Introduction 16.1 This Chapter sets out the requirements for the listing of the securities of investment entities, which include investment companies, unit trusts, closed-end

More information

SUBHAM VINIYOG PRIVATE LIMITED DIRECTORS REPORT

SUBHAM VINIYOG PRIVATE LIMITED DIRECTORS REPORT SUBHAM VINIYOG PRIVATE LIMITED DIRECTORS REPORT The Directors present herewith their Twenty Eighth Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2015. FINANCIAL

More information

Letter of appointment of Independent Director. Hearty welcome to ALSTOM T&D India Limited as Independent Director of the Board of our Company.

Letter of appointment of Independent Director. Hearty welcome to ALSTOM T&D India Limited as Independent Director of the Board of our Company. Letter of appointment of Independent Director Mr./Ms. Date Hearty welcome to ALSTOM T&D India Limited as Independent Director of the Board of our Company. We are pleased to confirm your appointment as

More information

CHAPTER 13 COMPLIANCE

CHAPTER 13 COMPLIANCE CHAPTER 13 COMPLIANCE By a Trading Member / Clearing Member 13.1 Annual Accounts and Audit 13.1.1 Every trading member / clearing member shall prepare annual accounts for each financial year ending on

More information

41. The company agrees to comply with the following provisions:

41. The company agrees to comply with the following provisions: 41. The company agrees to comply with the following provisions: I) Preparation and Submission of Financial Results a) The financial results filed and published in compliance with this clause shall be prepared

More information

Letter of appointment of Director. Hearty welcome to HINDUSTAN OIL EXPLORATION COMPANY LIMITED as a Director of the Board of our Company.

Letter of appointment of Director. Hearty welcome to HINDUSTAN OIL EXPLORATION COMPANY LIMITED as a Director of the Board of our Company. Letter of appointment of Director Date: Name & Address Hearty welcome to HINDUSTAN OIL EXPLORATION COMPANY LIMITED as a Director of the Board of our Company. We are pleased to confirm your appointment

More information

STEEL EXCHANGE INDIA LIMITED NOTICE

STEEL EXCHANGE INDIA LIMITED NOTICE STEEL EXCHANGE INDIA LIMITED NOTICE Notice is hereby given that the 16th Annual General Meeting of the Members of STEEL EXCHANGE INDIA LIMITED will be held on Wednesday, the September 30th, 2015 at 11

More information

ii) Compliance Officer The Company has appointed Company Secretary as Compliance

ii) Compliance Officer The Company has appointed Company Secretary as Compliance NBCC- CODE OF CONDUCT TO REGULATE, M ONITOR AND REPORT TRADING BY INSIDERS [under Regulation 9(1) and (2) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015]

More information

HALOGEN SOFTWARE INC. AUDIT COMMITTEE CHARTER. oversee the qualifications and independence of the independent auditor;

HALOGEN SOFTWARE INC. AUDIT COMMITTEE CHARTER. oversee the qualifications and independence of the independent auditor; HALOGEN SOFTWARE INC. AUDIT COMMITTEE CHARTER PURPOSE The Audit Committee is a standing committee appointed by the Board of Directors of Halogen Software Inc. The Committee is established to fulfill applicable

More information

924 RELIANCE COMMERCIAL LAND & INFRASTRUCTURE LIMITED. Reliance Commercial Land & Infrastructure Limited

924 RELIANCE COMMERCIAL LAND & INFRASTRUCTURE LIMITED. Reliance Commercial Land & Infrastructure Limited 924 RELIANCE COMMERCIAL LAND & INFRASTRUCTURE LIMITED Reliance Commercial Land & Infrastructure Limited RELIANCE COMMERCIAL LAND & INFRASTRUCTURE LIMITED 925 Independent Auditor s Report To the Members

More information

中 國 通 信 服 務 股 份 有 限 公 司

中 國 通 信 服 務 股 份 有 限 公 司 中 國 通 信 服 務 股 份 有 限 公 司 CHINA COMMUNICATIONS SERVICES CORPORATION LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 552) AUDIT COMMITTEE

More information

Companies Act - Table A Articles of Association of

Companies Act - Table A Articles of Association of Companies Act - Table A Articles of Association of company name 1. In these regulations, unless the context otherwise requires, expressions defined in the Companies Act, or any statutory modification thereof

More information

BF UTILITIES LIMITED Registered Office : Mundhwa, Pune Cantonment, Pune 411 036. CIN : L40108PN2000PLC015323 N O T I C E

BF UTILITIES LIMITED Registered Office : Mundhwa, Pune Cantonment, Pune 411 036. CIN : L40108PN2000PLC015323 N O T I C E BF UTILITIES LIMITED Registered Office : Mundhwa, Pune Cantonment, Pune 411 036. CIN : L40108PN2000PLC015323 N O T I C E NOTICE is hereby given that the Fifteenth Annual General Meeting of the Members

More information

CHAPTER II COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES

CHAPTER II COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES CHAPTER II COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES General conditions. 4. (1) Any issuer offering specified securities through a public issue or rights issue shall satisfy the conditions

More information

Rolls Royce s Corporate Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS ROYCE HOLDINGS PLC ON 16 JANUARY 2015

Rolls Royce s Corporate Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS ROYCE HOLDINGS PLC ON 16 JANUARY 2015 Rolls Royce s Corporate Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS ROYCE HOLDINGS PLC ON 16 JANUARY 2015 Contents INTRODUCTION 2 THE BOARD 3 ROLE OF THE BOARD 5 TERMS OF REFERENCE OF THE NOMINATIONS

More information

Sub: Appointment as an Independent Director of The Clearing Corporation of India Limited

Sub: Appointment as an Independent Director of The Clearing Corporation of India Limited Date I I Dear I I, Sub: Appointment as an Independent Director of The Clearing Corporation of India Limited We are pleased to inform you that the Shareholders of The Clearing Corporation of India Limited

More information

Appointment and Remuneration of Managerial Personnel

Appointment and Remuneration of Managerial Personnel 4 Appointment and Remuneration of Managerial Personnel 4.1 Appointment of Managing Director, Whole Time Director or Manager (Section 196 of the Companies Act, 2013) A new section 196 of the Companies Act,

More information

(i) after Chapter XB, the following Chapter shall be inserted, namely:-

(i) after Chapter XB, the following Chapter shall be inserted, namely:- THE GAZETTE OF INDIA EXTRAORDINARY PART III SECTION 4 PUBLISHED BY AUTHORITY NEW DELHI, OCTOBER 8, 2013 SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 8 th October, 2013 SECURITIES AND

More information

TV18 Broadcast Limited

TV18 Broadcast Limited TV18 Broadcast Limited CODE FOR PREVENTION OF INSIDER TRADING [IN TERMS OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 1992 S.NO. CONTENTS PAGE NO. CHAPTER I A Introduction 1 B Objective 1 C Definitions

More information

SAMPLE OF AN INCORPORATION AGREEMENT ADOPTING THE TABLE 1 ARTICLES INCORPORATION AGREEMENT

SAMPLE OF AN INCORPORATION AGREEMENT ADOPTING THE TABLE 1 ARTICLES INCORPORATION AGREEMENT APPENDIX A SAMPLE OF AN INCORPORATION AGREEMENT ADOPTING THE TABLE 1 ARTICLES INCORPORATION AGREEMENT We propose to form a company under the Business Corporations Act (BC) under the name of (the Company

More information

16 BUSINESS ACCOUNTING STANDARD CONSOLIDATED FINANCIAL STATEMENTS AND INVESTMENTS IN SUBSIDIARIES I. GENERAL PROVISIONS

16 BUSINESS ACCOUNTING STANDARD CONSOLIDATED FINANCIAL STATEMENTS AND INVESTMENTS IN SUBSIDIARIES I. GENERAL PROVISIONS APPROVED by Resolution No. 10 of 10 December 2003 of the Standards Board of the Public Establishment the Institute of Accounting of the Republic of Lithuania 16 BUSINESS ACCOUNTING STANDARD CONSOLIDATED

More information

10 Audit of Consolidated Financial Statements

10 Audit of Consolidated Financial Statements 101 Introduction 10 Audit of Consolidated Financial Statements The Council of the Institute of Chartered Accountants of India has issued Accounting Standard (AS) 21 Consolidated Financial Statements which

More information

To consider and, if thought fit, to pass, with or without modification(s), the following resolution:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution: NOTICE Notice is hereby given that Extra Ordinary General Meeting of Lesha Industries Limited will be held at the registered office of the Company on Monday, 1 st Day of February, 2016 at 1:00 P.M. to

More information

NITIN FIRE PROTECTION INDUSTRIES LIMITED CIN:

NITIN FIRE PROTECTION INDUSTRIES LIMITED CIN: NITIN FIRE INDUSTRIES LIMITED CIN: L29193MH1995PLC092323 Regd. Office: 501, Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai - 400076 Tel: 022 40457000 Fax: 022 25701110 Website: www.nitinfire.com

More information

(UNOFFICIAL TRANSLATION)

(UNOFFICIAL TRANSLATION) (UNOFFICIAL TRANSLATION) Readers should be aware that only the original Thai text has legal force and that this English translation is strictly for reference. The SEC, Thailand cannot undertake any responsibility

More information

Appointment as Non-Executive Director [and Chair of the XXX Committee] of Rentokil Initial plc ("Company")

Appointment as Non-Executive Director [and Chair of the XXX Committee] of Rentokil Initial plc (Company) Rentokil Initial plc Riverbank Meadows Business Park Blackwater Camberley Surrey GU17 9AB T. +44 (0) 1276 607444 www.rentokil-initial.com [Date] [Name] [Address] Dear [Name] Appointment as Non-Executive

More information

Companies (Acceptance of Deposits) Rules, 1975

Companies (Acceptance of Deposits) Rules, 1975 Companies (Acceptance of Deposits) Rules, 1975 In exercise of the powers conferred by section 58A, read with section 642 of the Companies Act, 1956(1 of 1956), the Central Government, in consultation with

More information

HOW TO REGISTER A BUSINESS IN NAMIBIA. Companies and Patents Registration Office. A Directorate of the Ministry of Trade and Industry

HOW TO REGISTER A BUSINESS IN NAMIBIA. Companies and Patents Registration Office. A Directorate of the Ministry of Trade and Industry HOW TO REGISTER A BUSINESS IN NAMIBIA Companies and Patents Registration Office A Directorate of the Ministry of Trade and Industry FOREWORD This booklet explores the ways how the choice of business entity

More information

NOTICE ORIENT ABRASIVES LIMITED

NOTICE ORIENT ABRASIVES LIMITED NOTICE Notice is hereby given that the FORTY FORTH Annual General Meeting of the members of Orient Abrasives Limited will be held at Sun Village Inn, A-14, Ring Road, Lajpat Nagar-IV, New Delhi - 110 024

More information

Directors: Mr. Rakesh Bharti Mittal - CEO (International) & Joint Managing Director - Chairman of Audit Committee

Directors: Mr. Rakesh Bharti Mittal - CEO (International) & Joint Managing Director - Chairman of Audit Committee MINUTES OF THE FIFTEENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF BHARTI AIRTEL LIMITED HELD ON WEDNESDAY, 01 st DAY OF SEPTEMBER 2010 AT 3.30 P.M. AT AIR FORCE AUDITORIUM, SUBROTO PARK, NEW DELHI 110

More information

BAID LEASING AND FINANCE COMPANY LTD.

BAID LEASING AND FINANCE COMPANY LTD. 22ND ANNUAL REPORT FRIENDSHIP OF THOSE WHOM WE SERVE IS FOUNDATION OF OUR PROGRESS PDF processed with CutePDF evaluation edition www.cutepdf.com BOARD OF DIRECTORS 1. PANNALAL BAID 2. RAKESH BAID 3. BINOD

More information

DRAFT RULES UNDER THE COMPANIES ACT, 2013 CHAPTER V ACCEPTANCE OF DEPOSITS BY COMPANIES

DRAFT RULES UNDER THE COMPANIES ACT, 2013 CHAPTER V ACCEPTANCE OF DEPOSITS BY COMPANIES DRAFT RULES UNDER THE COMPANIES ACT, 2013 CHAPTER V ACCEPTANCE OF DEPOSITS BY COMPANIES G.S.R -- In exercise of the powers conferred by sub-section (31) of section 2, sections 73 and 76, read with sub-sections

More information

The Credit Information Companies (Regulation) Act, 2005 1

The Credit Information Companies (Regulation) Act, 2005 1 Disclaimer : Text of this Act/Bill/Rules is provided for information only. We undertake no responsibility for any errors/mistakes in the same. Please refer to the Gazette of India for the authentic text.

More information

FORMAL LETTER OF APPOINTMENT FOR INDEPENDENT DIRECTORS

FORMAL LETTER OF APPOINTMENT FOR INDEPENDENT DIRECTORS FORMAL LETTER OF APPOINTMENT FOR INDEPENDENT DIRECTORS To, Sri., Pursuant to the decision of the Board of Directors in its meeting held on and the approval of the Shareholders, I am writing to confirm

More information

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer

More information

CORPORATE GOVERNANCE PRINCIPLES ZEAL NETWORK SE. (as adopted by the Supervisory Board and Executive Board on 19 November 2014)

CORPORATE GOVERNANCE PRINCIPLES ZEAL NETWORK SE. (as adopted by the Supervisory Board and Executive Board on 19 November 2014) CORPORATE GOVERNANCE PRINCIPLES OF ZEAL NETWORK SE (as adopted by the Supervisory Board and Executive Board on 19 November 2014) FOREWORD ZEAL Network SE ("Company") transferred its registered office from

More information

NOTICE TO THE MEMBERS OF CANARA STEEL LIMITED

NOTICE TO THE MEMBERS OF CANARA STEEL LIMITED NOTICE TO THE MEMBERS OF CANARA STEEL LIMITED NOTICE is hereby given that the 41 st Annual General Meeting of the Members of M/s. Canara Steel Limited will be held on Wednesday the 30 th day of September,

More information

CORPORATE GOVERNANCE POLICY Srei Equipment Finance Limited

CORPORATE GOVERNANCE POLICY Srei Equipment Finance Limited CORPORATE GOVERNANCE POLICY Srei Equipment Finance Limited 1. PREAMBLE The Company believes that a good corporate governance system is necessary to ensure its long term success. The Company ensures good

More information

¼ããÀ ããè¾ã ¹ãÆãä ã¼ãîãä ã ããõà ãäìããä ã½ã¾ã ºããñ Ã

¼ããÀ ããè¾ã ¹ãÆãä ã¼ãîãä ã ããõà ãäìããä ã½ã¾ã ºããñ à CIRCULAR CIR/CFD/POLICY CELL/2/2014 April 17, 2014 To All Recognised Stock Exchanges Dear Sir(s)/Madam(s), Sub: Corporate Governance in listed entities - Amendments to Clauses 35B and 49 of the Equity

More information

Corporate Governance Regulations

Corporate Governance Regulations Corporate Governance Regulations Contents Part 1: Preliminary Provisions Article 1: Preamble... Article 2: Definitions... Part 2: Rights of Shareholders and the General Assembly Article 3: General Rights

More information

CG-VAK TM. 18 Annual Report 2013 SOFTWARE & EXPORTS LTD. An ISO 9001 : 2008 Certified Company

CG-VAK TM. 18 Annual Report 2013 SOFTWARE & EXPORTS LTD. An ISO 9001 : 2008 Certified Company th 18 Annual Report 2013 CG-VAK TM SOFTWARE & EXPORTS LTD. An ISO 9001 : 2008 Certified Company BOARD OF DIRECTORS Mr.C. Ganapathy, B.Sc., Agri. Mr.M. Durairaj, M.Sc., B.Ed., Mr.S. Mohan, B.E. Mr.S. Muthukumar

More information

BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION

BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION THE GAZETTE OF INDIA EXTRAORDINARY PART-II SECTION 3 SUB-SECTION (ii) PUBLISHED BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 7 th July, 1999 SECURITIES AND EXCHANGE BOARD

More information

None of the Directors had an interest in the shares of the company at any time during the year.

None of the Directors had an interest in the shares of the company at any time during the year. EMAMI BANGLADESH LIMITED DIRECTORS REPORT FOR THE PERIOD 01 st APRIL 2014 TO 31 st MARCH 2015 The directors present their report and the financial statements for the period 1 st April 2014 to 31 st March

More information

FREQUENTLY ASKED QUESTIONS ON COMPANIES ACT, 2013

FREQUENTLY ASKED QUESTIONS ON COMPANIES ACT, 2013 FREQUENTLY ASKED QUESTIONS ON COMPANIES ACT, 2013 THE INSTITUTE OF COMPANY SECRETARIES OF INDIA All rights reserved. No part of this publication may be translated or copied in any form or by any means

More information