Rishiroop Rubber International Ltd Directors Report

To,

The Members,

Rishiroop Rubber (International) Limited

Your Directors are pleased to present the 24^th Annual Report together with the Audited Financial Statements of your Company for the financial year ended on 31^st March, 2014:

FINANCIAL HIGHLIGHTS

( Rs. in Lacs)

Particulars	2013-2014	2012-2013
Sales and Other Income	3737.29	4713.75
Profit before Interest, Depreciation and Tax	323.07	357.33
Less : Finance Cost	15.36	20.66
Depreciation/Impairment	80.46	102.60
Profit before Tax (PBT)	227.25	234.07
Less: Provision for Tax (Including Income Tax, Deferred Tax, etc.)	45.50	153.92
Profit after Tax (PAT)	181.75	80.15
Add/(Less): Balance Brought forward from the previous year	(334.95)	(415.10)
Loss carried forward to Balance Sheet	(153.20)	(334.95)

REVIEW OF OPERATIONS AND OVERALL PERFORMANCE

During the year under review, due to current economic and industrial scenario the total revenue has decreased from Rs. 4713.75 Lacs in the previous year to Rs. 3737.29 Lacs for the current year. The Profit before Tax (PBT) for the year has decreased from Rs. 234.07 Lacs in the previous year to Rs. 227.25 Lacs in the current year. The Profit after Tax (PAT) has increased from Rs. 80.15 Lacs in the previous year to Rs. 181.75 Lacs in the current year due to reduction in deferred tax liability.

Your company has awarded a contract in March-2014 for disposal of old equipments and related building structure at Ankleshwar factory in terms of the resolution passed by the Shareholders earlier.

DIVIDEND

Due to the accumulated losses, the Board of Director do not recommended any dividend for the year ended 31^st March, 2014.

DIRECTORS

Mr. H B Jokhakar and Mr. H L Ohri resigned from the directorship of the company w.e.f. 2^nd May, 2014. The Board of Directors took note of the same at their meeting held on 3^rd May, 2014. The Board of Directors place on record its appreciation for the valuable services rendered by both Mr. H B Jokhakar and Mr. H L Ohri.

The Board of Directors at their meeting held on 3^rd May, 2014 appointed Mr. Dilipkumar P Shah as an additional director of the company in the category of Non Executive Independent Director of the company. Mr. Dilipkumar P Shah holds office up to the date of the ensuing Annual General Meeting of the Company and is eligible for appointment. Your directors are seeking his appointment as regular Independent Director for a term of five consecutive years up to 2^nd May, 2019. Details of the proposal for appointment of Mr. Dilipkumar P Shah are mentioned in the Explanatory Statement under Section 102 of the Companies Act,2013 in the Notice of the 24^th Annual General Meeting.

In terms of the Articles of Association of the Company Mr. M.K. Kapoor, Director of the Company is liable to retire by rotation at the ensuing general meeting of the Company and being eligible, offers himself for reappointment. The brief resume of the director and other information has been detailed in the Corporate Governance Report of the Company. Appropriate resolution for his re-appointment shall be placed for approval of the shareholders at the ensuing Annual General Meeting. The directors recommend his re-appointment as director of the Company.

As per Section 149 of the Companies Act, 2013 and SEBI Circular dated 17.04.2014, your directors are seeking appointment of Mr. H D Vakil as an Independent Director for a term of five consecutive years up to 31^st March, 2019. Details of the proposal for appointment of Mr. H D Vakil are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 in the Notice of the 24^th Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provision of Section 134(5) of the Companies Act, 2013 with respect to Director Responsibility Statement, it is hereby confirmed

1) That in the preparation of the annual accounts for the financial year ended 31^st March 2014; the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2) That 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 31^st March 2014.

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the accounts for the financial year ended 31^st March, 2014 on a ‘going concern’ basis.

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6) 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

CORPORATE GOVERNANCE

The Company has been practicing the principles of good Corporate Governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate report on the Corporate Governance and a certificate from the statutory auditors of the Company regarding compliances of condition of Corporate Governance as stipulated under clause 49 of the listing Agreement with the Stock Exchange form part of this Annual report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The management discussion and analysis report forms part of the Annual Report in Compliance with Clause 49 of the Listing Agreement.

DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review. The provisions of Section 73 of the Companies Act, 2013 are thus not applicable to the Company.

AUDITORS AND AUDITORS REPORT

The Auditors M/s. Jayesh Dadia & Associates, Chartered Accountants, retire at conclusion of the ensuing Annual General Meeting and are eligible under Section 139 and 141 of the Companies Act, 2013 for re-appointment.

The Company has received confirmation from M/s. Jayesh Dadia & Associates, Chartered Accountants to the effect that their appointment if made, would be within the eligibility criteria prescribed under Section 139 and 141 of the Companies Act, 2013.

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 134(3) of the Companies Act,2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure ‘A’ forming part of the Report

PARTICULARS OF EMPLOYEES

The Company does not have any employee in respect of whom particulars in accordance with the provisions under Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are required to be given.

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

M. K. Kapoor

Chairman

Place: Mumbai

Date: 23^rd May, 2014

ANNEXURE -A

Information pursuant to Section 134(3)(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 forming part of Directors’ Report for the year ended 31st March, 2014.

• CONSERVATION OF ENERGY

As there are no manufacturing operations, question of conservation of energy does not arise.

• RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

a) Research and Development

1. Specific areas in which R&D carried out by the Company

There are no new R&D activities being carried out by the Company in view of the closure of plant operations at Ankleshwar.

2. Benefits derived as a result of above R&D

Not Applicable

3. Future plans of action

The Company does not have any immediate proposal for new product developments.

b) Technology absorption, adaptation and innovation

1. The efforts in brief towards technology, absorption, adaptation and innovation

Not applicable as no new technologies were developed during the year.

2. Benefits

Not Applicable

3. Details of imported technology

Not Applicable

• FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review, the Company has earned the following foreign income.

( Rs. in lacs)

DETAILS	2013-2014	2012-2013
FOREIGN EXCHANGE EARNINGS
(i) Exports	225.22	339.67
2. OUTGO
Value of Imports calculated on CIF basis
(i) Trading Goods	2560.71	3351.95
(ii) Foreign Travelling	0.00	0.51

For and on behalf of the Board of Directors

M. K. Kapoor

Chairman

Place: Mumbai

Date: 23^rd May, 2014