To,The Members, Rishiroop Rubber (International) Limited
The Directors are pleased to present the 22nd Annual Report along with
the Audited Financial Statements of your Company for the financial year
ended on 31st March, 2012.
(Rs in Lacs)
Particulars 2011-2012 2010-2011
Sales and other income 5862.02 3587.24
Profit before Interest, Depreciation, and Tax 701.05 440.90
Less : Finance Cost 98.95 11.05
Depreciation/Impairment 102.88 166.72
Profit before Tax 499.22 263.13
Less: Provision for Tax (Including Income
Tax, Deferred Tax, etc.) 360.26 (18.11)
Profit after Tax 138.96 281.24
Add/(Less): Balance Brought forward from
the previous year (554.06) (835.30)
Loss carried forward to Balance Sheet (415.10) (554.06)
REVIEW OF OPERATIONS AND OVERALL PERFORMANCE
During the year under review, the Sales Turnover has increased to Rs
5787.17 Lacs as compared to 3492.12 Lacs in the previous year
registering a 66% increase. The Profit before Tax (PBT) for the year is
Rs 499.22 Lacs as compared to Rs 263.13 Lacs in previous year registering
a 90% increase. However profit after tax (PAT) has decreased from Rs.
281.24 Lacs to Rs 138.96 Lacs due to tax adjustment made during the
In continuation of the strategy to focus on International trade, your
company will continue to explore trade opportunities for supply of
imported raw materials to various industries. However in view of the
current state of the Indian Economy and slackening of demand for raw
materials by the industry. Your Company''s performance during current
year may get affected.
The Shareholders of the Company has passed an Ordinary Resolution on
9th December, 2011 via postal ballot under section 293(1) (a) read with
192(A) of thr Companies Act, 1956 approving the Sale/Lease/Disposal of
the whole or substantially the whole of the undertaking of the company
situated at Ankleshwar Factory.
Since then the company has floated a tender to various parties for
dismantling and disposing off the Equipments on as is where is basis.
The offers from various parties are under negotiation.
In view of the past accumulated losses, the Directors have not
recommended any dividend for the year ended 31st March, 2012.
Mr. M K Kapoor and Mr. H.D. Vakil, Directors of the Company, retire by
rotation and being eligible offers themselves for re-appointment.
The brief resume of the above Directors is annexed in Notice of the
Annual Report pursuant to Section 173(2) of the Companies Act, 1956 and
in the Corporate Governance Report in compliance with Clause 49 of the
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:-
1) In the preparation of the annual accounts for the financial year
ended 31st March 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
and of the profit of the Company for the year ended 31st March 2012.
3) The 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
4) Final accounts are prepared on a ''going concern'' basis for the
year ended 31st March 2012.
Pursuant to Clause 49 of the Listing Agreement, your Company has taken
all the necessary steps and initiatives to be in compliant with all
A separate report on the Corporate Governance along with the
Auditor''s Certificate on its compliance forms part of the Annual
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The report forms part of the Annual Report in Compliance with Clause 49
of the Listing Agreement.
The Company has not accepted any deposits under section 58A of the
Companies Act, 1956 from the public during the year under review.
AUDITORS AND AUDITORS REPORT
The Auditors M/s. Jayesh Dadia & Associates, Chartered Accountants,
retire at the ensuing Annual General Meeting and being eligible under
Section 224 (1B) of the Companies Act 1956 offer themselves for
re-appointment. The Members are requested to consider their
re-appointment for the current financial year 2012-2013 and authorize
Board of Directors to fix their remuneration.
The observations and comments given in the Auditors Report read
together with the notes to the accounts are self explanatory and hence
do not call for any further information and explanation under section
217(3) of the Companies Act,1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOING
Information in accordance with the provisions of 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, are set
out in Annexure ''A'' forming part of this Report.
PARTICULARS OF EMPLOYEES
There were no employees during the year drawing remuneration more than
prescribed under Section 217 (2A) of the Compa- nies Act, 1956.
The Board wishes to place on record their sincere appreciation and
gratitude to the various government authorities, bankers, customers,
vendors, shareholders and all other stakeholders for their continued
co-operation and generous support. Your Directors would also like to
take this opportunity to express their appreciation for the dedicated
efforts of the employees of the Company.
For and on behalf of the Board of Directors
Place: Mumbai M. K. Kapoor
Date: 22nd June, 2012 Chairman