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.
 
 FINANCIAL HIGHLIGHTS
 
                                                            (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
 year.
 
 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.
 
 DIVIDEND
 
 In view of the past accumulated losses, the Directors have not
 recommended any dividend for the year ended 31st March, 2012.
 
 DIRECTORS
 
 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
 Listing Agreement.
 
 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
 irregularities.
 
 4) Final accounts are prepared on a ''going concern'' basis for the
 year ended 31st March 2012.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement, your Company has taken
 all the necessary steps and initiatives to be in compliant with all
 mandatory requirements.
 
 A separate report on the Corporate Governance along with the
 Auditor''s Certificate on its compliance forms part of the Annual
 Report.
 
 MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
 
 The report forms part of the Annual Report in Compliance with Clause 49
 of the Listing Agreement.
 
 DEPOSITS
 
 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.
 
 ACKNOWLEDGEMENTS
 
 The Board wishes to place on record their sincere appreciation and
 gratitude to the various government authorities, bankers, customers,
 vendors, shareholders and all other stakeholders for their continued
 co-operation and generous support. Your Directors would also like to
 take this opportunity to express their appreciation for the dedicated
 efforts of the employees of the Company.
 
 
                           For and on behalf of the Board of Directors 
 
 Place: Mumbai                                            M. K. Kapoor
 
 Date: 22nd June, 2012                                        Chairman