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