DIRECTOR'S REPORT TO THE MEMBERS, The Directors have pleasure in presenting before you the 49th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015. OPERATIONS & PERFORMANCE The Company's turnover for the year ended 31st March 2015 remained the same as in previous year. However, the company was able to prune the costs substantially and thus was able to achieve a profit for the year as compared to loss in the previous year. PROSPECTS: The company is in the process of getting into export business and in this connection is in advanced stages of discussion with a super market chain in U.S. Dividend > On the basis of the present profit position the company is unable to declare dividend to its shareholders. However your directors hope that in the coming years as the company's profitability improves suitable dividend would be considered. Deposits At the close of the year the matured deposit of Rs. 17000/- remain unclaimed. Your Directors are taking steps to deal with the same in accordance with the provisions of Companies Act 2013. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to Bombay Stock Exchange where the Company's Shares are listed. DEMATERIALISATION OF SHARES: 40% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 60% is in physical form. The Company's Registrars are M/s CAMEO CORPORATE SERVICES LIMITED having their registered office at "Subramanian Building" No.l Club House Road Chennai - 600002. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures; b) they have 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 financial year and of the profit of the company for the same period ; c) 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; d) they have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls that are adequate and were operating effectively. f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. Based on the internal financial controls and compliance systems established and maintained by the company, work performed by the internal, statutory and secretarial auditors and reviews performed by the management, the Board is of the opinion that the company's internal financial controls were adequate and effective during the financial year 2014-15. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES During the year, the company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Refer Note No. 22.8 to the financial statement which sets out related party disclosures. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr.Jacob Mammen (DIN 00078010) Director of the company retires by rotation and is eligible for reappointment. Dr.Karun Philip (DIN: 01091468) Director of the company retires by rotation and is eligible for reappointment. Mrs. Susan Kurian (DIN:00349062) who had been co-opted as Additional Director retires at the ensuing Annual General Meeting. She being eligible, offers her candidature to be reappointed as Independent Director of the Company for a term of 5 (five) consecutive years with effect from the date of the ensuing Annual General Meeting and that she shall not be liable to retire by rotation. Further as she satisfies the condition laid down under the Act for being treated as independent women director. Company proposes to treat her as independent director not liable for retirement by rotation for a period of five years. Mr. Kandathil Ashok Kuriyan (DIN: 00081374) who is already a Non - Executive Director of the Company satisfies the criteria for Independent Director laid down under section -149(6) of the Companies Act, 2013. Therefore the Directors of your company recommend to appoint Mr. Kandathil Ashok Kuriyan as an Independent Director of your Company for a term of 5 (five) consecutive years with effect from the date of the ensuing Annual General Meeting and that he shall not be liable to retire by rotation. Number of Board Meetings held: The Board of Directors duly met four times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows: 1. 30-05-2014 2. 24-07-2014 3. 21-10-2014 4. 30-01-2015 AUDIT OBSERVATIONS: i) Statutory Auditors : The Auditors, M/s. S R Mandre & Co., (Firm registration No 001962S), Chartered Accountants, were appointed as statutory auditors of the company for a period of three consecutive years at the Annual General Meeting held on 26th September, 2014, who shall hold office until the conclusion of the annual general meeting to be held for the financial year 2016-17. As per section 139 of the Companies Act, 2013, the appointment needs to be ratified at every annual general meeting by the members. Directors recommend for ratification of the appointment of auditors made on 26.09.2014. The notes on financial statement referred to in the auditors report are self-explanatory and do not call for any further comments. The Auditors report does not contain any qualification, reservation or adverse remark. Material changes and commitments, if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report. No material changes and commitments affecting the financial position of the company occurred from the end of the financial year 2014-15 till the date of this report. Further there was no change in the nature of the business of the company. ii) Cost Auditors : M/s. SBK & Associates (Membership No.15108), Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31s' March, 2015 by the Board of Directors. The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the due date of filing. iii) Secretarial Audit : According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO : 1. Specific areas in which R&D carried out by the Company The Company has an ongoing programme on latex technology development and its related application to various products. Accordingly the Company has in the past launched new products such as dual deluxe mattress, contour pillow, hemorrhoid cushions and coccyx cushions. 2. Technology Absorption, Adaptation and Innovation The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection pre-vulcanized latex is being adopted. 3. Foreign Exchange Earning and Outgo Statutory particulars with regards to foreign exchange and outgo appear in the notes pertaining to the accounts. EXTRACT OF ANNUAL RETURN : The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: The Company's Development and Implementation is provided elsewhere in this Annual Report in Management Discussion and Analysis as Annexure-C. ACKNOWLEDGEMENT: Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels. BY ORDER OF THE BOARD For M.M.RUBBER CO. LTD., ASHOK KURIYAN Director (DIN: 00081374) ROY MAMMEN Managing Director (DIN: 00077409) PLACE: BANGALORE DATE: 29.5.2015 |