The Directors present the 85th Annual Report of the Company together
 with the audited accounts for the financial year ended 31 st March,
 2012.  
 
 SUMMARIZED FINANCIAL RESULTS
 
                                                       Rs. in Lacs
                                              2011-12      2010-11
 
 Sales & other Income                         2001.79     17452.61
 
 Profit / (Loss) before Depreciation,          (69.96)      909.34
 Interests Tax  
 
 Financial Charges                             937.67       574.21
 
 Depreciation                                  146.68       143.88
 
 Profit / (Loss) before Exceptional Items    (1154.31)      191.25
 
 Exceptional Item                                   -            -
 
 Prior Period Adjustment                         7.95        10.44
 
 Profit before Tax                           (1146.36)      201.69
 
 Profit after Tax                            (1146.36)      201.69
 
 OPERATIONS
 
 The manufacturing operation in Sahaganj Plant could not be continued
 due to higher manufacturing cost and non remunerative selling prices.
 Coupled with agitation/non co-operation by workmen, the Management of
 the Company was forced to declare suspension of operations in October,
 2011.
 
 At Ambattur plant in Chennai, operations continued till February, 2012.
 However due to industrial relations issues with the unions, the
 Management had no option but to declare suspension of operation at
 Ambattur Factory also with effect from 21.2.2012.
 
 Your Company now proposes to start production in phased manner at
 Sahaganj Plant initially for Industrial Products and then OTR. Your
 Company also plans to set up 50 MW power plant and start production of
 Truck Tyres when the Power Plant becomes operational. Recently
 discussions have been held through a tripartite meeting along with
 union and representative of Government of West Bengal and the Company
 has submitted detailed plan for consideration to the Government of West
 Bengal. The Company expects favorable response from the Government and
 the Unions considering long term survival of Your Company.
 
 As regards, Ambattur plant, the Unions approached the management for a
 full and final settlement for all workmen for which negotiations are in
 process in consultation with the Government of Tamilnadu. Once such
 settlement is arrived at, Management will then plan for future course
 of action.
 
 DIVIDEND
 
 In view of Loss during the year, your Directors are unable to consider
 Dividend for the year.
 
 PUBLIC DEPOSIT
 
 During the year, Your Company repaid fixed deposits amounting to Rs.
 1,39,000/- Fixed Deposits matured up to September, 2000 but not repaid
 up to 31st March, 2012 stand at Rs. 8,01,06,000/-.
 
 DIRECTORS
 
 During the year, Mr. Subbaratnam Ravi and Mr. Samir Kumar Paul were
 appointed as Additional Directors of the Company w.e.f. 10th September,
 2011 and 10th October, 2011 respectively by the Board, who will hold
 Office upto the date of 85th Annual General Meeting and are eligible for
 re-appointment.
 
 Mr. Shiv Narayan Mabeshwari, Mr. Pawan Kumar Ruia, Mr. Virendra Kumar
 Agrawal, Mr. Dipak Rudra, Mr. Samir Kumar Paul and Mr. Ram Krishen
 Sadhu resigned from the Boardw.e.f. 17th June, 2011,10th''August,
 2011,10th September, 2011,12th September, 2011, 29th February, 2012 and
 26th March, 2012 respectively. Mr. Shiv Narayan Maheshwari also
 ceased to be Executive Director (being Whole-time Director) of the
 Company w.e.f. 17th June, 2011. The Board placed on record its deep
 appreciation for the valuable services rendered by all the above
 Directors.  In accordance with Article 103 of the Articles of
 Association of your Company and the applicable provisions of the
 Companies Act, 1956, Mr.  Damodar Prasad Dani will retire from the
 Board by rotation at the 85th Annual General Meeting and being eligible,
 offers himself for re- appointment.
 
 AUDITORS
 
 M/s. K. N. Gutgutia & Co., Chartered Accountants, Kolkata, Auditors of
 your Company, will hold office until the conclusion of 85th Annual
 General Meeting and being eligible, offer themselves for
 re-appointment. The Company has received a letter from them to the
 effect that their re- appointment, if made, would be within the
 prescribed limits under Section 224(1 B) of the Companies Act, 1956.
 
 COST AUDIT
 
 The Board of Directors have appointed M/s. Mani & Co., Cost
 Accountants, Kolkata to carry out audit of the Cost Accounts of the 
 Company relating to the manufacture of Tyres and Tubes products for the
 Financial Year ended 31st March, 2012 in compliance with the Central
 Government''s Order in this regard. The due date of filing of Cost
 Audit Report for the Financial Year ended 31st March, 20124s within
 180 days from the date of close of the Company''s Financial Year and
 the same will be filed within the due date. The Cost Audit Report for
 the Financial Year ended 31st March, 2011 has been filed on 21.09.2011,
 i.e. within due date of filing.
 
 APPOINTMENT OF PROVISIONAL LIQUIDATOR
 
 Some of the creditors of Company have filed winding-up proceedings
 before the Calcutta High Court. One of the creditors had preferred an
 application for appointment of a Provisional Liquidator, whereupon the
 Calcutta High Court had appointed the Official Liquidator, as the
 Provisional Liquidator vide an Order dated 26.03.2012 which was
 challenged by the Company before the Division Bench. The Division Bench
 vide its'' Order dated 29.03.2012 has stayed the operation of the said
 Order. In the Appeal, the Company has not only challenged the Order
 dated 26.03.2012, but has also questioned the maintainability of the
 winding-up petition filed by the creditor. The matter is still pending
 before the Court.
 
 CONVERSION OF LOAN INTO EQUITY SHARES ON PREFERENTIAL  BASIS
 
 As the Members are aware, the Company has allotted 50,000,000 Equity
 Shares of Rs 10/- each fully paid up on preferential basis pursuant to
 Special Resolution passed by the Members at the Extraordinary General
 Meeting (EGM) held on 28th April, 2012, to the assignees who opted to
 convert their entire outstanding loan into Equity Shares of the
 Company.  Necessary in principal approval is being obtained from Bombay
 Stock Exchange and the Members of the Company are hereby informed that
 relevant date for this purpose is 29th March, 2012.
 
 INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
 
 The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956
 read with the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988 is attached to this Report.
 
 The Company has no employee in the category specified under Section
 217(2A) of the Companies Act, 1956 read with the Companies (Particulars
 of Employees) Rules, 1975.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, your Board of Directors hereby confirms:
 
 i) That in the preparation of the Accounts for the Financial Year ended
 31st March, 2012, the applicable Accounting Standards have been
 followed and proper explanations have been provided for material
 departures, wherever applicable;
 
 ii) That the Board of Directors have selected such Accounting Policies
 and applied them consistently and made judgements and estimates that
 were reasonable and prudent so as to give a true and fair view of the
 State of Affairs of the Company at the end of the Financial Year and of
 the Profit or Loss of the Company for the year under review;
 
 iii) That the Board of Directors have taken proper and sufficient care
 for the maintenance of adequate accounting records in accordance with
 the provisions of the Companies Act, 1956 for safeguarding the assets
 of the Company and for preventing and detecting fraud and other
 irregularities; and
 
 iv) That the Accounts for the Financial Year ended 31st March, 2012
 have been prepared on a going concern basis.
 
 CORPORATE GOVERNANCE
 
 In accordance with the Provisions under Clause 49 of the Listing
 Agreement with the Stock Exchange, a separate Report on Corporate
 Governance along with the Auditors'' Certificate on its compliance and
 Management Discussion and Analysis Report are annexed to this Report.
 PERSONNEL
 
 The workers unrest in both the factories of the Company forced the
 Management to declare suspension of operation. However the management
 of the Company is in dialogue with unions and Government to arrive at
 an amicable settlement as well as for the earliest restart of the
 operations at both Plants.
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record their appreciation to the Governments of
 West Bengal and Tamil Nadu for providing support from time to time for
 the revival of Your Company, its Bankers and Employees and above all
 its Shareholders.
 
 SUBSIDIARY COMPANIES
 
 As required under Section 212 of the Companies Act, 1956, the Reports
 and Accounts of the Subsidiaries of your Company, M/s. Ebony
 Commercials Private Limited, M/s Dunlop East Limited and M/s Dunlop
 South Limited are attached.
 
                                      For and on behalf of the Board
 
 Place: Kolkata                   D. P. Dani        M. L. Chauhan
 
 Date: 19th May, 2012              Director           Director