notice - grl tires | bicycle tires & tube manufacturing...

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Notice

GOVIND RUBBER LIMITEDRegd. Office: 418, Creative Industrial Estate, N.M.Joshi Marg, Lower Parel, Mumbai – 400 011

Corporate Identity Number (CIN): L25110MH1985PLC036320Tel: 022-30083800-02. Fax: 022-23092296. Email id: [email protected] Website: www.grltires.com

NOTICE is hereby given that the Twenty Ninth Annual General Meeting of the Members of Govind Rubber Limited will be held on Tuesday, the 19th August, 2014, at 11.00 a.m. at Nehru Centre, Hall of Harmony, Dr.Annie Besant Road, Worli, Mumbai – 400 018 to transact the following business :

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Shri Rahul Vinod Poddar (DIN 02232117) who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint Auditors of the Company and to fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification (s), the following resolution as an Ordinary Resolution:

RESOLVED THAT M/s Jayantilal Thakkar & Co. Chartered Accountants (Firm Registration No104133W) the retiring auditors of the Company be and are hereby appointed as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the Next Annual General Meeting and remuneration be decided by the Board of Directors of the Company.

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Companies (appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Shri K.M.Garg (DIN 00387515), Director of the Company, whose period of office was liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956 and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years upto the

conclusion of the 34th Annual General Meeting of the Company in the calendar year 2019 and not liable to retire by rotation.

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Companies (appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Shri Sandeep Jhunjhunwala (DIN 00214387), Director of the Company, whose period of office was liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956 and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive year upto the conclusion of the 34th Annual General Meeting of the Company in the calendar year 2019 and not liable to retire by rotation.

6. To consider and, if thought fit, to pass with or without modifications, the following resolution as a Special Resolution.

RESOLVED THAT the consent of the Company be and is hereby accorded in terms of Section 180 (1) (c ) and other applicable provisions, if any, of the Companies Act, 2013 to the Board of Directors (“the Board”) of the Company to borrow from time to time, any sum or sums of money for the purpose of the Company, upon such terms and conditions as the Board of Directors may in its discretion think fit, notwithstanding that the money or moneys to be borrowed by the Company (Apart form the ordinary loans obtained or to be obtain from the Company’s bankers in the ordinary course of business ) together with the moneys already borrowed by the Company may exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say reserves not set apart for any specific purpose, provided that maximum amount of the moneys so borrowed by the Board and remaining outstanding shall not at any time, exceed `250 crore (Rupees Two Hundred Fifty Crores only).

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RESOLVED FURTHER THAT the Board be and is hereby authorized to all such acts, deeds and things, to execute all such documents, instruments and writings as may be required.

7. To consider and, if thought fit, to pass with or without modifications, the following resolution as an ordinary resolution.

RESOLVED THAT pursuant to the provisions of section 148 and all other applicable provisions of the Companies Act’ 2013 and companies (Audit & Auditors) Rules 2014 (including any statutory modification (s) or re-enactment thereof , for the time being in force, the cost auditors appointed by the Board of Directors of the Company to conduct the audit of the Cost records of the Company for the financial year ending 31st March, 2015 be paid the remuneration as set out in the statement annexed to the Notice convening this meeting.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

By order of the Board of Directors

Place : Mumbai VINOD PODDAR Date : 30th May, 2014 Chairman & Managing Director

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF /HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON ONLY AS A PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR OTHER SHAREHOLDER.

2. The Register of Members and the Share Transfer books of the Company will remain closed from 18th August, 2014 to 19th August, 2014 (both days inclusive) for the purpose of Annual General Meeting for the financial year ended 31st March, 2014.

3. Members desirous of obtaining any information concerning the Accounts and Operations of the

Company are requested to address their queries to the Compliance officer at the Registered Office of the Company, so as to reach him at least seven days before the date of Meeting.

4. Members / Proxies attending the Meeting are requested to bring their Attendance Slip, sent herewith, duly filled in and also their copies of the Annual Report.

5. In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

6. The Company’s Shares are listed on BSE Ltd and applicable listing Fees have been paid up to date including Financial Year 2014-15.

7. The transfer of Unclaimed Dividend to Investor Education & Protection Fund of the Central Government as required in terms of Section 124 of the Companies Act, 2013, during the current Financial Year is not applicable.

8. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto.

9. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate Resolution/authority, as applicable.

10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. The Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts and the Members holding shares in physical form can submit their PAN details to the Company.

11. Details under Clause 49 of the Listing Agreement (amended) with the Stock Exchange in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting, forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment/re-appointment.

12. Electronic copy of the Notice of the 29th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered

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with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. The members who have not registered their email address, so far are required to register their email address for receiving all communication including Annual Report, notices circular etc, from the Company electronically. The physical copies of the Notice of the 29th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

13. Members may also note that the Notice of the 29th Annual General Meeting and the Annual Report for financial year 2013-2014 will also be available on the Company’s website www.grltires.com for their download. The physical copies of the aforesaid documents will also be available at the Registered Office of the Company for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post, free of cost.

14. All documents referred to in the Notice will be available for inspection at the registered office of the Company during normal business hours on working days up to the date of AGM.

15. Members are requested to kindly notify changes including email address, if any, in their address and write for all correspondence relating to share department; to the Company’s Registrar & Tranfer Agent, M/s. Sharepro Services (India) Pvt. Ltd., (Unit: Govind Rubber Limited) 13-AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange, Off Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai – 400072. Email: [email protected]

16. ROCEDURE FOR E-VOTING THROUGH ELECTRONIC MEANS

1. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 29th Annual General Meeting (AGM) by electronic means and the business may be transacted through e- Voting Services provided by Central Depository Services Limited (CDSL)

2. Shri. Jigarkumar Gandhi, Practicing Company Secretary (Membership No. FCS 7569), has been appointed as the Scrutinizer to scrutinize the e-voting process (including the Ballot Form received from the Members who do not have

access to the e-voting process) in a fair and transparent manner.

3. The Scrutinizer shall, within a period not exceeding three working days from the conclusion of the e-voting period, unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

A) In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select the “COMPANY NAME” GOVIND RUBBER LIMITED from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

l Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

l In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

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Dividend Bank Details

Enter the Divident Bank Details as recorded in your demat account or in the Company records for the said demat account or folio

l Please enter the DOB or Divident Bank Details in order to login. If the details are not recorded with the depository or company please enter the number of shares held by you as on the cut off date in the Dividend Bank details field.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant the name of the Company GOVIND RUBBER LIMITED on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the Resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates.

They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

B) In case of members receiving the physical copy:

a) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

b) The voting period begins on 13th August, 2014 at 10.00 am and ends on 15th August, 2014 at 6.00 pm During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 19th July, 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

Note on Director’s seeking appointment / re-appointment as required under Clause 49 (VI)(A) of the Listing Agreement of Stock Exchange, Mumbai.

I. Shri Rahul Poddar is the Promoter Director of the Company. He has been looking into all operations of the Company. He is actively involved into Exports and replacement market operations with new development projects. He is qualified as BBA from United Kingdom and has brought with him multiple skills to achieve professionalism into organization.

ANNEXURE TO NOTICE:

Statement pursuant to Section 102(1) of the Companies Act’ 2013 for the item Nos. 4 to 8 of the accompanying notice is as under:-

Item No.4 & 5:– Shri K.M Garg and Shri Sandeep Jhunjhunwala are Non-Executive Independent Directors

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whose period of office is liable to be determined by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. The said Directors have held the positions as such for more than 5(five) years. In terms of section 149 and 152 and all other applicable provisions of the Companies Act, 2013 and the rules made there under, Shri K.M Garg and Shri Sandeep Jhunjhunwala are now being appointed as Independent and Non-Executive Directors the term of 5 consecutive years upto the conclusion of the 34th Annual General Meeting of the Company in the Calendar year 2019, not liable to retire by rotation.

Shri K.M Garg and Shri Sandeep Jhunjhunwala are holding NIL shares of the Company in their name as on 31st March, 2014.

Shri K.M Garg and Shri Sandeep jhunjhunwala are not disqualified for being appointed as Director in terms of section 164 of the Act and have given their consent to act as Director.

The Company has received notice in writing from Members along with deposit of requisite amount under section 160 of the act proposing the candidature of each for the office of the Director of the Company.

The Company has also received declaration from Shri K.M Garg and Shri Sandeep jhunjhunwala that they meet with the criteria of independence as prescribed both under sub-section (6) of section -149 of the act and under clause 49 of the Listing Agreement.

In the opinion of the Board Shri K.M Garg and Sandeep Jhunjhunwala fulfill the condition for appointment as independent Directors as specified in the act and in the listing agreement.

Brief resume of Shri K.M.Garg and Shri Sandeep Jhunjhunwala, nature of their expertise in specific functional areas and name of the Companies in which they hold directorships and members ships/ chairmanships of Board/ Committee as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are provided in the Corporate Governance Report forming part of the Annual Report.

Copy of the Draft letter for appointment of Shri K.M Garg and Shri Sandeep Jhunjhunwala as Independent Directors setting out the terms and conditions are available for inspection by members at the Registered Office of the Company.

This statement may also be regarded as a disclosure under clause 49 of the Listing Agreement with the Stock Exchange.

Shri K.M Garg and Shri Sandeep Jhunjhunwala are interested in the resolution with regard to their appointment.

This statement may also be regarded as a disclosure under clause 49 of the Listing Agreement with the Stock Exchange.

Item No.6:- The Resolution in terms of provisions of Section 293 (1) (d) of the Companies Act, 1956, in respect of overall borrowings of `250 crores has already been approved by the Members in 25th Annual General Meeting of the Company under Ordinary Resolution. Now in terms of provisions of section 180 (1) (c ) of the Companies Act, 2013, the Resolution for overall borrowings is required to be passed under Special Resolution. Hence, this resolution is being placed for members’ approval.

None of the Directors of the Company is interested in the Resolution No.6.

The Board of Directors recommends the passing of the Special Resolution at item No.6.

Item No.7:- The Board on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditors to conduct the Audit of the cost records of the Company for the financial year ended 31st March, 2015.

In accordance with the provisions of section 148 of the act read with the Company’s (audit and auditors) rules, 2014 the remuneration payable to the Cost Auditors has to be ratified by the Shareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at item No.7 of the Notice for ratification of the remuneration payable to the cost auditors for the financial year ended 31st March, 2015.

None of the Directors / Key Managerial Personnel of the Company/ their relatives are, in any way concerned or interested, financially or otherwise in the resolution set out at item No.7 of the Notice.

The Board commends the Ordinary Resolution set out at item No.7 of the Notice for approval by the Shareholders. By order of the Board of Directors


Please address all correspondence relating to this matter to:M/s.Sharepro Services (India) pvt. Ltd. Unit:- Govind Rubber Limited13 A-B Samhita Warehousing Complex 2nd Floor, Sakinaka Telephone Exchange Lane Off Andheri-kurla Road, Sakinaka Andheri (E), Mumbai – 400 072Tel : 022-6772 0300/400, Fax : 022-2859 1568 E-mail : [email protected]

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Director’s Report

DIRECTORS’ REPORT, MANAGEMENT DISCUSSION & ANALYSISDear Shareholders,

Your Directors are pleased to present the 29th Annual Report and Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:` In Lacs

2013-14 2012-13Sales and Operational Income (Gross)

43566 42942

Other Income 177 107TOTAL INCOME 43743 43049Gross Profit 339 494Depreciation 326 288Profit before Tax 13 206Deferred Tax (Asset) / Liability

(16) 48

Tax Expenses 1 2Profit after Tax 28 156Balance brought forward (3013) (3169)Balance carried forward to Balance Sheet

(2985) (3013)

In view of inadequacy of profit, no dividend has been recommended by the Board of Directors for the year 2013-2014.

OPERATIONS :

Your Company has achieved a Gross Turnover and Operational Income of ` 43566 lacs as compared to ` 42942 lacs in the previous year with marginal growth. The gross profit is ` 339 lacs as compared to ` 494 lacs in the previous year. The net profit for the year stood at `28 lacs as compared to ` 156 lacs in the previous year.

OUTLOOK FOR THE CURRENT YEAR 2014-2015:

Your Company is making all its efforts to take the growth in OEM and Export market by intensive working. In order to keep pace with International market, the Company has also invested in modern technology, machines to cater to niche markets. The products of the Company are well accepted in the market due to continuous upgradation in quality parameters. The concern related to plant cost has been addressed by various cost saving measures. Auto tire and tube segment is expanding by acceptance of the product in replacement market.

DIRECTORS:

Shri Rahul Poddar will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Shri S. Dorairajan (DIN No. 00628373) has resigned from the Board of Directors of the Company w.e.f 30.05.2014. The Directors place on record their appreciation for the services rendered by Shri S. Dorairajan (DIN No. 00628373) during the tenure of his Directorship in the Company.

The Company has received declarations from all independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with Bombay Stock Exchange.

CORPORATE GOVERNANCE:

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange. As a listed Company, necessary measures are taken to comply with the Listing Agreement with the Stock Exchange. A report on Corporate Governance as stated above along with a certificate from the Auditor form part of this Annual Report as per Annexure- III

FIXED DEPOSITS:

No deposit was accepted during the year and there was no outstanding deposit as on 31st March, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that -

i. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable Accounting Standards had been followed and there are no material departures from prescribed accounting standards in the adoption of the accounting standards.

ii. The Directors had 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 year under review ;

iii. The Directors had 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 ;

iv. The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a “going concern” basis.

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Director’s Report

AUDITORS AND AUDITORS’ REPORT:

M/s. Jayantilal Thakkar & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Accounts referred to in the Auditors Report are self explanatory and do not call for any further comments.

COST AUDITORS:

The Company has appointed M/s.K.G.Goyal & Associates as Cost Accountant of the Company to conduct the Audit of Cost records of the Company for the financial year 2014-15.

ADEQUECY OF INTERNAL CONTROLS:

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

The internal control system is designed to ensure that the financial and other records are reliable to prepare financial statements and other data and for maintaining accountability of assets.

PARTICULARS OF EMPLOYEES:

Particular of remuneration paid to the employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 are set out in Annexure- I attached hereto and form part of this report.

SUBSIDIARY COMPANY AND JOINT VENTURE:

1. The information in respect of Subsidiary Company and joint Venture is furnished in Corporate Governance (Annexure-III to the Directors’ Report)

ANNUAL REPORTS OF SUBSIDIARIES:

Ministry of Corporate Affairs, Government of India, vide its circular dt.8th February, 2011 has exempted companies from attaching the Annual Reports and other particulars of its subsidiary companies along with the Annual Report of the Company required u/s 212 of the Companies Act, 1956. Therefore, the Annual Reports of the subsidiary company viz GRL BV is not attached with this Annual Report. However, a statement giving certain information as required vide aforesaid circular dt.8th February, 2011 is placed along with the Consolidated Accounts.

The Annual Account of subsidiary company is kept for inspection by the shareholders at the Corporate (Head Office) of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated by Clause 32 of the listing agreement with the Stock Exchange, Mumbai, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors’ Report form part of the Annual Report.

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

Information 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 given in the Annexure-II of the report.

FORWARD LOOKING STATEMENTS:

Statements in this report describing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements considering the applicable laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could, however, differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include global and domestic demand- supply conditions. Finished goods prices, raw materials costs and availability, fluctuations in exchange rates, changes in Government regulations and tax structure within India and the countries with which the Company has business contacts and other factors such as litigation and industrial relations. Investors will bear the above in mind.

ACKNOWLEDGEMENT:

The Board of Directors of your company wish to thank and place on record the continued co-operation and assistance extended to it by the Shareholders, Financial Institutions and Banks. Your Directors also wish to place on record their warm appreciation for the services rendered by the Executives, Staff, Workers, vendors and Customers of the Company.

For and on behalf of the Board of Directors

VINOD PODDAR Chairman & Managing DirectorPlace: Mumbai Dated: 30th May, 2014

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Annexure to Directors’Report

ANNEXURE - I TO DIRECTORS’ REPORTSTATEMENT OF PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES PARTICULARS OF EMPLOYEES) RULES, 1975 FORMING PART OF DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2014.

Sr. Name of Age Designation Remuneration Qualification & Date of Commencement Particulars of No. Employee Experience of Employment last Employ Ment held In yrs. (Name, Designation and Experience)

A. Employed throughout the year and in receipt of remuneration in aggregate of not less than ` 60,00,000/-.

--------N I L-------

B. Employees for part of the year and in receipt of remuneration of not less than ` 5,00,000/- per month.

------ N I L ------

For and on behalf of the Board of Director

VINOD PODDAR Chairman & Managing DirectorPlace : Mumbai Place: 30th May, 2014

ANNEXURE- II TO DIRECTORS’ REPORT

DISCLOSURE UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS), RULES, 1988.

A. CONSERVATION OF ENERGY:

a) Energy conservation measures taken:

I. Rice-husk is being used to reduce consumption of Coal for which special purpose boilers have been installed.

II. Maximum demand of Electricity is being reduced by evenly distributing the loads throughout the day and increasing efficiency of Plants & Equipments.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy.

The use of rice-husk/coal boilers has resulted in an annual savings of about 5150 MT of coal. However, this also depends on quality and cost of rice-husk available.

c) Impact of the measurers at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

-------As per Table A---

d) Total and per unit energy consumption as per form A.

2013-2014 2012-2013(A) Power & Fuel

Consumption :1) Electricity:a) Purchased:

Units 1,67,43,132 1,68,21,009Total Amount (`) 13,84,87,780 12,01,84,895Rate/Unit (`) 8.27 7.14

b) Own Generationi) Through Diesel Generator:

Units 3,27,675 4,15,004Units per liter of diesel 2.61 2.81Cost/Unit (`) 19.91 14.64

ii) Through Steam Turbine/Generator Nil Nil

2) (a) CoalQuantity (Kgs.) 12,220 31,299Amount (`) 1,71,174 3,91,175`/Kg. 14.01 12.50

(b) Rice-HuskQuantity (Kgs.) 2,02,46,555 1,68,30,568Amount (`) 8,33,39,919 7,51,05,149`/Kg. 4.12 4.46

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(B) Energy Consumption per Unit of Production:

2013-2014 2012-2013

Sr.No.

Product Electricityunits

CoalKgs.

Rice-HuskFirewood

Kgs.

ElectricityUnits

CoalKgs.

Rice-HuskKgs.

1 Cycle Tyre 0.64 0.000 0.763 0.65 0.001 0.639

2 Cycle Tube 0.22 0.000 0.255 0.22 0.000 0.218

3 Auto Tyres 2.37 0.002 2.815 2.43 0.004 2.378

4 Auto Tubes 0.35 0.000 0.412 0.35 0.001 0.344

NOTE: The Company manufactures a wide range of products and the consumption of energy will vary significantly depending upon the actual product mix for the period.

B. TECHNOLOGY ABSORPTION

e) Efforts made in technology absorption as per form B

FORM - B

Form for disclosure of particular with respect to technology absorption.

A) Research & Development (R&D) :

1) Specific area in which Research & Development carried out by the Company.

The Company has developed new products to meet the requirement of the customers in niche market for domestic and international markets. These involve developing of new pattern, constructions, rubber compounds and raw materials sources.

2) Benefit derived as a result of above Research & Development :

To remain better than the best in the industry, continuous R & D activities helps the Company to set new international bench marking and maintain growth in value added products.

3) Future plan of action

Development of new varieties and product mix thereby achieving complete customer solution.

B) Technology absorption, adaptation and innovation:

I. Efforts in brief made towards technology absorption, adaptation and Innovation;

1) The Company has been making improvements in process technology in its various manufacturing sections which are being implemented into regular manufacturing operations.

2) The new value added products were developed based on the various imputs received from our

local & foreign customers. The processes were further adapted and innovated to be compatible with the newly acquired equipment.

II. Benefits derived as a result of the above efforts.

III. Improved process efficiency, higher product quality, cost reduction and achieved a better customer satisfaction.

iii) Information of Imported Technology

Nil

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

f) Activities relating to exports, initiatives taken to increase exports, developments of new markets for products and services and export plans:

The Company is one of the largest exporter of Cycle Tyres/Tubes in the country. The Company exports a large quantity to over fifty countries.

g) Total foreign exchange used & earned:

2013-2014 2012-2013

I. USED (` in Lacs)

i) Import of Raw Materials/Capital goods 2568.11 2615.63

ii) Commission on Exports 36.27 25.06

iii) Sales Promotion 58.10 73.16

iv) Others 153.60 237.56

Total 2816.08 2951.41

II. EARNED (` in lacs)

i) Exports at F.O.B. Value 8082.14 5898.43

ii) Reimbursement of Freight and insurance 190.39 148.02

iii) Indirect Exports 129.88 420.00

Total 8402.41 6466.45

For and on Behalf of the Board of Directors

VINOD PODDAR Chairman & Managing Director

Mumbai: Dated 30th May, 2014

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ANNEXURE-III TO DIRECTORS’ REPORTCORPORATE GOVERNANCEIn accordance with clause 49 of the Listing Agreement entered into with the Stock Exchange in India, the details of compliance by the Company with the norms on Corporate Governance are as under;I. Company’s Philosophy on Code of Corporate

Governance Govind Rubber is committed to executing sustainable

business practices and creating long- term value for all its stakeholders. To achieve this objective, the Company remains firm in its value system that incorporate integrity, transparency and fairness across all its business activities.

The Company continues to focus on its commitment towards the development of the community where it operates. Company’s value systems are based on the foundation of fair and ethical practices in all its dealings with stakeholders including customers, vendors, contractors, suppliers and all other who are part of the Company’s business value chain.

Towards this end, all Directors and Senior management are committed to the Company’s Code of Conduct, the compliance to which is periodically reviewed.

II. Board of Directorsa) Composition of Board : At present there are five Directors on the Board of

the Company and the composition of the Board is in consonance with clause 49 of the Listing Agreement. The Company has a Managing Director, an Executive Director, Whole time Director and two Non-Executive Independent Directors. The Non- Executive Directors are professionals, drawn from amongst persons with experience in business & industry, finance and law.

b) Number of Board Meetings : There have been four Board Meetings held during the

year as follows- 30th May’ 2013,13thAugust’ 2013, 14th November’ 2013 &

13th February’ 2014.c) Directors attendance record and Directorship held : The Composition and category of Directors and

attendance at the Board Meetings during the year and at the last Annual General Meeting, as also the number of outside Directorships and Committee Memberships/ Chairmanships in public Companies is given below.

Sr.No.

Name of Directors Category Attendance OutsideDirector

ship

Committee Position Member

ChairmanBoard

MeetingLast AGM

1 Vinod Poddar Chairman & Managing Director 2 Yes --- --2 Rahul Poddar Executive Director 4 Yes ---3 K.M.Garg Non-Executive Independent Director 3 Yes --- --4 S.Dorairajan Non-Executive Independent Director 1 Yes -- --5 Umesh Lathi Whole time Director 4 Yes -- --6 Sandeep Jhunjhunwala Non-Executive Independent Director 4 Yes 4 --

Note: Shri S.Dorairajan (DIN 628373) has resigned from the Board w.e.f. 30.05.2014

d) Code of Conduct :

The Company has adopted a Code of Conduct for all Board Members and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the code on annual basis.

III. Audit Committee

a) The Audit Committee has been constituted by the Board in accordance with the terms of Clause 49 II of the Stock Exchange.

The terms of reference of the Audit Committee are broadly as under;

i) Review of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement reflects a true and fair position and that sufficient and credible information is disclosed.

ii) Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

iii) Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post- audit discussion to ascertain any area of concern.

iv) Reviewing the financial statements and draft audit report, including quarterly/ half yearly financial information.

v) Reviewing with the management, the annual financial statements before submission to the Board, focusing primarily on;

l Any changes in accounting policies and practices,l Major accounting entries based on exercise of

judgment by management,l Qualification in draft audit report,l Significant adjustments arising out of audit,l The going concern assumption,l Compliance with accounting standard,l Compliance with stock exchange and legal

requirements concerning financial statements,l Any related party transactions as per risk management

policies.

vi. Reviewing the Company’s financial and risk management policies.

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vii. Disclosure of contingent liabilities.

viii. Reviewing with the management, external and internal auditors report, the adequacy of internal control systems.

ix. Discussions with internal auditors of any significant findings and follow-up thereon.

b) Composition, Name of Members and Chairman:-

The Audit Committee consisted of four Directors i.e. Shri K.M.Garg (Chairman), Shri S.Dorairajan, Shri Umesh Lathi and Shri Sandeep Jhunjhunwala and three of them are Non- Executive Independent Directors. All the Members of the Audit Committee are highly knowledgeable in the Corporate, Finance, Accounts and the Company law matters. The Statutory Auditors are invited at the Audit Committee Meetings.

The Audit Committee Meetings were held four times in the year i.e. on 30th May’ 2013, 13th August’ 2013, 14th November’ 2013 & 13th February’ 2014.

The attendance of each Audit Committee member is as under:-

Sr.No.

Name of Director

Category No.of MeetingsAttended

1. K.M.Garg Non ExecutiveIndependent Director

3

2. S.Dorairajan Non-ExecutiveIndependent Director

1

3. Umesh Lathi Whole-time Director 44. Sandeep

JhunjhunwalaNon ExecutiveIndependent Director

4

IV Subsidiary Companies and joint Ventures

1. GRL BV – The Nether Lands – (wholly owned subsidiary) - The Company has achieved a turnover of ` 129.78 lacs as against ̀ 156.38 lacs in last year. We are making efforts to increase sales to wholesalers and semi wholesalers in order to improve sales. We shall review the situation in current year and take decision based on Business prudence.

2. GK Company Limited, South Korea (Joint Venture with 50% holding) – the Company has achieved a turnover of ` 312.93 lacs as against ` 234.12 lacs last year. We are making efforts to increase the capacity utilization by tapping new market and increasing the existing market of Reclaim Rubber grades.

V. Remuneration Committee

Terms of reference:

The Company has constituted a Remuneration Committee of Directors in May’ 2013. The broad terms of reference of the Committee are to appraise the performance of Managing/ Executive/ Whole time Directors, determine and recommend to the Board, compensation payable to them, details of which are included in this report.

Composition, names of members and attendance during the year.

As of 31st March, 2014 three member Remuneration Committee comprised of Non-Executive independent Directors.

The composition of the Remuneration Committee and the details of meetings held and attended by the members of the Remuneration Committee are given below:

Sr. No.

Name Category No.of Meetings

Attended

01 S.Dorairajan Non-Executive Independent Director

02 01

02 K.M.Garg Non-Executive Independent Director

02 02

03 Sandeep jhunjhunwala

Non-Executive Independent Director

02 02

Two Remuneration Committee meetings were held during the year 2013-14 on 30th May, 2013 and 14th November, 2013.

Remuneration paid to the Directors during the year 2013-2014

Sr. No.

Name of Director Sitting Fees (`)

Salary & Perquisites (`)

Total (`)

01 Vinod Poddar – 47,47,535 47,47,53502 Rahul Poddar – 44,10,863 44,10,86303 Umesh Lathi – 22,33,385 22,33,38504 K.M.Garg 15,000 – 15,00005 Sandeep

Jhunjhunwala20,000 – 20,000

06 S.Dorairajan 5,000 – 5,000The Company does not have any stock option scheme.

Shareholding of Non-Executive Director

Nil

VI. Shareholder’s / Investors’ Grievance Committee

a) Terms of Reference :

The terms of reference of the Shareholders/ Investors’ Grievance Committee is to look into the redressal of shareholders and investors complaints like transfer of shares, non-receipt of balance sheet, non- receipt of declared dividends and dematerialization of shares and other related matters.

b) Composition of Committee :

The Committee comprises of the three Directors namely Shri K.M. Garg being the Chairman of the committee, Shri Sandeep Jhunjhunwala & Shri Umesh Lathi.

c) The Shareholders’/ Investors’ Grievance Committee met four times in the year i.e. on 30th May’ 2013, 13th August’ 2013, 14th November’ 2013 & 13th February’ 2014 and the Committee Members attended the said Investors Grievance Meetings. The Board has appointed Shri S.P.Parekh- (Manager- Secretarial & Legal) as the Compliance Officer.

d) The Company and its Registrar attend to all grievances of the shareholders and investors received by them.

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e) Details of Shareholders’ Complaints/ request received during the year.

Sr. No.

Nature of Complaints/ Requests

No.of Complaints

RedressedDuring the year

Bal as on year end

1 Non- receipt of Share Certificates

0 0 Nil

2 Non- receipt of Dividend 0 0 Nil3 Non confirmation of

Demat Request0 0 Nil

4 Demat/ Remat Request 32 32 Nil5 Non-receipt of Annual

Report02 02 Nil

6 Other Misc. 0 0 NilTotal 34 34 Nil

VII. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted by the Board of Directors of the Company in its Meeting held on 30th May, 2014 considering the requirements of the Companies Act, 2014 relating to the constitution of a Corporate Social Responsibility Committee. The Board also empowered the Committee to look into matter related to sustainability and overall governance. The Committee’s prime responsibility is to assist the Board in discharging its social responsibility by way of formulating and monitoring implementation of the framework of corporate social responsibility policy.

Composition of Committee

Sr.No. Name of Member Designation

01 Vinod Poddar(Chairman of the Committee)

Chairman & Managing Director

02 Rahul Poddar Executive Director

03 Sandeep Jhunjhunwala Non-Executive Independent Director

The Committee’s constitution and terms of reference meet with the requirement of the Companies Act, 2013.

VIII. General Body Meetings Locations and time where last three Annual General

Meetings of the Company were held:

Financial Year Location Date & Time

2012-2013 Nehru Centre, Hall of HarmonyWorli, Mumbai- 400 018

21.08.2013 11.00 A.M.


11.07.2012 11.00 A.M.


16.07.2011 11.00 A.M.

Whether any special resolutions passed in the previous three AGMs- Yes details of which are given hereunder:-

Date Matter

21.08.2013 Reappointment of Chairman & Managing Director

11.07.2012 No Special Resolution

16.07.2011 Appointment an Executive of the Company.

Whether special resolution was put through the postal ballot last year- No.

Details of voting pattern- N.A. Person who conducted the postal ballot exercise- N.A. Whether any resolution is proposed to be

conducted through postal ballot – No.IX. Disclosurea) Related Party Transactions : There are no material significant related party transactions

made by the Company with its promoters, Directors or Management, their subsidiaries or relatives, etc. that may have potential conflict with the interest of the Company at large. Necessary disclosures are made in Note No. 36.

b) Disclosure of Accounting Treatment : All Accounting Standards mandatorily required have

been followed in preparation of financial statements and no deviation has been made in following the same.

c) Risk Management : Business risk evaluation and management is an ongoing

process within the Company.d) Details of non-compliance by the Company, penalties,

strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital market, during the last three years :

The Company has complied with all requirements of the Listing Agreement of the Stock Exchange as well as the regulations and guide lines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or the Stock Exchange or any statutory authority for non- compliance of any matter related to the capital market.

e) Details of Compliance with mandatory requirement: The Company has complied with all applicable accounting

standard and accounting policies.X. Disclosure regarding appointment / reappointment

of Directors The details of Directors seeking appointment/ re-

appointment have been provided in the AGM Notice attached with this Annual Report.

XI. Disclosure regarding unpaid/ unclaimed Dividend In terms of provisions of relevant sections of the

Companies Act, 1956, the Company has already transferred unpaid dividend for the financial year 1999- 2000 to the Central Government on the completion of seven years from the date of payment and this being the last dividend payment made by the Company since then, there has been no pending unpaid dividend to be transferred to the Central Government as of now.

XII. Means of Communications Quarterly, half yearly results and annual audited financial

results are published in Free Press Journal & Nav-Shakti (Vernacular). All these results are promptly submitted to the Stock Exchange.


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XIII. General Shareholders Informations

A. Annual General Meeting:

a) Date : 19.08.2014b) Time : 11.00 a.m.c) Venue : Nehru Centre, Hall of Harmony Dr.Annie

Beasant Road, Worli, Mumbai- 400 018.

B. Financial Calendar’ 14 : April, ‘14 to March, ‘15

C. Financial Results (Tentative)

a) 1st Quarter : 2nd Week of Aug, ‘14b) 2nd Quarter : 2nd Week of Nov, ‘14c) 3rd Quarter : 2nd Week of Feb, ‘15d) Audited Yearly Results : 4th Week of May ‘15

D. Book Closure Date : 18.08.14 to 19.08.14

E. Listing on Stock Exchange : BSE, Mumbai

F. Stock Code : 509148

G. ISIN for NSDL & CDSL : 011C01015

H. Annual Listing Fees has been paid to the Stock Exchange up to 31.03.2015.

I. STOCK PRICE DATA FOR THE YEAR 2013-2014 AT STOCK EXCHANGE, MUMBAI

(Rpees) BSE SENSEX

Month High Low Close High Low Close

April 22.50 17.90 18.00 19623 18144 19504

May 23.00 15.50 16.10 20444 19451 19760

June 19.45 14.15 15.40 19860 18467 19396

July 17.25 13.00 13.20 20351 19127 19346

August 13.80 11.00 12.00 19569 17449 18620

September 13.30 11.55 11.89 20740 18166 19380

October 15.40 11.72 14.08 21205 19265 21165

November 18.44 13.75 17.45 21322 20138 20792

December 21.40 15.95 17.90 21484 20569 21171

January 19.50 15.00 15.75 21410 20344 20514

February 15.50 12.75 13.35 21141 19963 21120

March 15.30 12.60 15.30 22467 20921 22386

J. Share Transfer System The Company’s shares are traded compulsorily in

Demat segment in the Stock Exchange, Mumbai. Shares in physical segment which are lodged for transfer are processed by our Registrar and returned to the Shareholders within stipulated time period.

K. Registrar & Transfer Agent

The Company has assigned the Share Registry work to M/s Sharepro Services, Mumbai as per the SEBI directive. As such the entire share registry work in respect of physical as well as electronic is being looked after by them.

L. Dematerialization of Shares

The Company’s shares are compulsorily traded in dematerialized form. 97.16% shares have been dematerialized as on 31st March, 2014.

M. Distribution of Shareholding as on 31.03.2014

Range of holding

No.of Shareholders

%age of total Shareholders

No.of Shares held

%age of total Shares

1 to 500 7394 75.71 1549681 7.10 501 to 1000 1084 11.10 934149 4.281001 to 5000 1008 10.32 2424581 11.10 5001 to 10000 158 1.62 1178081 5.3910001 & above 122 1.25 15751970 72.13Total 9766 100.00 21838462 100.00

N. Shareholding Pattern as on 31.03.2014

Sr. No.

Particulars No.of Folios

No.of Shares

Percentage

1 Foreign Investors 02 95238 0.442 NRI 29 67075 0.033 Promoters

Individuala) Companiesb)

08 11675495 53.46

4 Other Companies 246 1607674 0.775 Mutual Funds/ UTI 02 9400 0.046 Trust -- -- --7 Financial Institutions/Banks 02 328655 1.508 Others 9477 8054925 36.88

T O T A L 9766 21838462 100.00O. Plants Location

a) Village & P.O. Jugiana - 141 120 Dist: Ludhianab) Kanganwal – 141 120, Dist.: Ludhiana

P. Address for Correspondence : (for shareholders)

Sharepro Services (India) Pvt. Ltd., 13 AB Samhita Warehousing Complex, 2nd Floor, Near Sakinaka Telephone Exchange, Andheri (E), Mumbai- 400 072

Phone: 67720300, 67720400 Fax: 2859 1568, Email: [email protected]

For and on behalf of the Board of Directors

Place: Mumbai VINOD PODDAR Dated: 30th May, 2014 Chairman & Managing Director


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CEO/CFO CertificationThe Board of Directors Govind Rubber Limited Mumbai- 400 011

We the undersigned certify to the Board that;

a) we have reviewed financial statements and the cash flow statement for the year ended 31st March, 2014 and that to the best of our knowledge and belief :(i) These statements do not contain any materially untrue

statement or omit any material fact or contain statements that might be misleading;

(ii) These statements together presents a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable law and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the quarter which are fraudulent, illegal or violative of the company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the auditors and the Audit Committee(i) significant changes in internal control over financial

reporting during the quarter;(ii) significant changes in accounting policies during the year

and that the same have been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

VINOD PODDAR Chairman & Managing Director

Mumbai UMESH LATHI 30th May, 2014 Whole time Director


Directors’ ProfileShri K.M.Garg: (DIN 00387515) is Chartered Accountant by profession. He is having vast experience of finance and commercial domain for last 30 years. He is Director in Prompt Share Service Private Limited, Prompt Share Services Private Limited, Nupur Synfab Private Limited, Go Go Investment Private Limited, Go Go Lands & Properties Private Limited, Jasmine Developers Private Limited, Shringar Creations Private Limited, Shivam Weaving Private Limited, Wise Realtors & Developers Private Limited, Xcel Bio-Diesel Private Limited, Paak Enterprises Private Limited and Nexgen Fibers Private Limited.

Shri Sandeep Jhunjhunwala (DIN 00214387) is a business man and having experience in varied business verticals. He is Director in Balgopal holding & Traders Limited, Oxemgerg Fashions Limited, Balkrishna Synthetics Limited and Seeom Fabrics Limited.

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE TO THE SHAREHOLDERS OF GOVIND RUBBER LIMITED

We have examined the compliance of corporate governance by Govind Rubber Limited, for the year ended on 31st March, 2014 as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Jayantilal Thakkar & Co. Chartered Accountants

(Firm Reg. No. 104133W)

C. V. Thakker Place : Mumbai Partner Dated : 30th May, 2014 Membership No. 006205

To The Board of Directors Govind Rubber Limited Mumbai- 400 011

I hereby confirm that the Company has in respect of the year ended 31st March, 2014, received from its Board Members as well as Senior Management Personnel affirmation as to compliance with the code of conduct.


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Auditors’ Report

INDEPENDENT AUDITORS’ REPORTTO THE SHAREHOLDERS OF GOVIND RUBBER LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Govind Rubber Limited (“the Company”) which comprise the Balance Sheet as at 31st March, 2014 the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13 September of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:(i) in the case of the Balance Sheet, of the state of affairs

of the Company as at 31st March, 2014;(ii) in the case of the Statement of Profit and Loss, of the

profit for the year ended on that date; and(iii) in the case of the Cash Flow Statement, of the cash

flows for the year ended on that date.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report)

Order, 2003 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that :

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e. on the basis of written representations received from the directors as on 31st March, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For and on behalf of JAYANTILAL THAKKAR & CO.

Chartered Accountants (Firm Reg. No. 104133W)

(C. V. THAKKER) Place : Mumbai Partner Date : 30th May, 2014 Membership No. 006205

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Annexure to Auditors’Report

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT

(Annexure referred to in paragraph 1 under the heading of ‘Report on Other Legal and Regulatory Requirements’ of our report of even date.)

i) a] The Company has maintained proper records showing full particulars, including quantitative details and the situation of its fixed assets.

b] Fixed Assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of accounts.

c] The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

ii) a] The inventory other than that with third parties have been physically verified by the management at reasonable intervals. There is a process of obtaining confirmation in respect of inventory with the third parties.

b] In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c] In our opinion the Company has maintained proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account.

iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)b,(iii)c,(iii)d,(iii)f and (iii)g of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Act.

vi) The Company has not accepted any deposits from the public.

vii) In our opinion, the Company has internal audit system commensurate with the size of the Company and nature of its business.

viii) We have broadly reviewed, without carrying out a detailed examination, the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not however, made detailed examination of the records with a view to determining whether they are accurate or complete.

ix) a] According to the records and as per information and explanations provided to us, the Company has been generally regular in depositing with appropriate authorities undisputed amount of provident fund, investor education protection fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

According to the information and explanations given to us, except rubber cess of ` 61.60 Lacs due and payable before 30th September, 2013, no undisputed amounts payable in respect of income-tax, sales-tax, wealth-tax, service tax, customs duty and excise duty were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

b] According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, sales-tax, customs duty, excise duty and cess which have not been deposited on account of any dispute, except as stated below :

Sr. No.

Name of the Statute

Natureof dues

Financial Year to

which the matter

pertains

Forum where dispute is pending

Amount(` in lacs)

1 Central and State Sales Tax Acts

Sales Tax

2001-02 AETC (Appeal), Ludhiana

0.98


Sales Tax


2.70


Sales Tax


2.55

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Annexure to Auditors’Report

Sr. No.

Name of the Statute

Natureof dues

Financial Year to

which the matter

pertains

Forum where dispute is pending

Amount(` in lacs)


Sales Tax


0.45

5 The Central Excise Act

Excise Duty

1993-94 Supreme Court 15.11

6 Punjab State Electricity Regulatory Commission

Elec-tricity

2008-09 High Court, Chandigarh

80.76

7 Excise & Taxation Charge

Entry Tax

2011-12 High Court 46.23

8 Excise & Taxation Charge

Entry Tax

2012-13 High Court 24.81

x) In our opinion, the accumulated losses of the Company at the end of the financial year are not more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks except ` 244.07 Lacs payable to Institutions/Banks. The Company has since paid total amount after 31st March, 2014.

xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is not a chit/nidhi/mutual benefit fund/society and clause 4 (xiii) of the Order is not applicable.

xiv) The Company is not dealing or trading in shares, securities, debentures and other investments and clause 4 (xiv) of the order is not applicable.

xv) On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) The Company has not raised any new term loan from banks. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and other records of the Company, we are of the opinion that, funds raised on short-term basis have not, prima facie, been used for long-term investment.

xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

xix) The Company did not have any outstanding debentures during the year.

xx) The Company has not raised any money by public issues during the year.

xxi) Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For and on behalf of JAYANTILAL THAKKAR & CO.

Chartered Accountants (Firm Reg. No. 104133W)

(C. V. THAKKER) Place : Mumbai Partner Date : 30th May, 2014 Membership No. 006205

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Balance Sheet

BALANCE SHEET AS AT 31ST MARCH, 2014

Particulars Note No As At 31/03/2014

As At31/03/2013

` In Lacs ` In LacsEQUITY AND LIABILITIESShareholders' FundsShare Capital 2 2,184.18 2,184.18Reserves and Surplus 3 1,036.54 1,008.34

3,220.72 3,192.52Non-Current LiabilitiesLong-term borrowings 4 2,856.00 2,944.17Other Long term liabilities 5 1,399.36 1,793.79Long term provisions 6 140.13 128.55

4,395.49 4,866.51Current LiabilitiesShort-term borrowings 7 7,968.81 8,105.37Trade payables 8 8,675.76 7,806.91Other current liabilities 9 3,486.86 2,602.84Short-term provisions 10 59.56 79.01

20,190.99 18,594.13Total 27,807.20 26,653.16

ASSETSNon-Current AssetsFixed assets Tangible assets 11 4,078.54 3,262.68 Capital work-in-progress 11 175.69 298.48Non-current investments 12 324.21 324.21Deferred tax assets (net) 27 894.64 878.68Long term loans and advances 13 803.71 913.27

6,276.79 5,677.32Current AssetsInventories 14 4,471.16 4,290.62Trade receivables 15 15,015.71 15,327.25Cash and bank balances 16 414.98 323.44Short-term loans and advances 17 1,628.56 1,034.53

21,530.41 20,975.84Total 27,807.20 26,653.16

SIGNIFICANT ACCOUNTING POLICIES 1NOTES FORMING PART OF THE ACCOUNTS 2-47The accompanying notes are an integral part of financial statements.As per our Report of even date attached. For and on behalf of the Board

FOR JAYANTILAL THAKKAR & CO. Chartered Accountants VINOD PODDAR RAHUL PODDAR CHAIRMAN & EXECUTIVE DIRECTOR C.V.THAKKER MANAGING DIRECTOR Partner UMESH LATHI Mumbai : 30th May 2014 WHOLE TIME DIRECTOR

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Statement of Profit & Loss

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014

Particulars Note No Current Year Previous Year

` In Lacs ` In Lacs

Income:

Revenue from operations 18 40,845.10 40,930.30

Less: Excise duty 111.07 160.07

40,734.03 40,770.23

Other Income 19 176.54 106.68

Total Revenue 40,910.57 40,876.91

Expenses:

Cost of materials consumed 20 25,359.85 25,953.32

Purchase of stock-in-trade (Refer Note No. 38) 112.66 492.89

Changes in inventories of finished goods, work-in-progress and stock-in-trade

21 (270.99) (193.96)

Employee benefits expenses 22 3,283.45 3,045.46

Finance costs 23 1,970.21 1,759.58

Depreciation 325.50 287.92

Other expenses 24 10,117.24 9,325.12

Total Expenses 40,897.92 40,670.33

Profit before tax 12.65 206.58

Tax expense:

Current Tax 2.41 29.24

Deferred tax (Asset)/ Liability (Refer Note No. 27) (15.96) 48.37

MAT Credit (Refer Note No. 45) (2.41) (27.07)

Income Taxes of earlier year 0.41 –

(15.55) 50.54

Profit for the year 28.20 156.04

Earning per equity share:

Basic / Diluted earning per share 33 0.13 0.71

SIGNIFICANT ACCOUNTING POLICIES 1

NOTES FORMING PART OF THE ACCOUNTS 2-47

The accompanying notes are an integral part of financial statements.As per our Report of even date attached. For and on behalf of the Board


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Cash Flow Statement

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

Particulars Current Year Previous Year ` in Lacs ` in Lacs ` in Lacs

A. CASH FLOW FROM OPERATING ACTIVITIESProfit before Tax 12.65 206.58ADJUSTMENTS FOR:Depreciation 325.50 287.92Loss / (Profit) on Sale of Fixed Assets (55.26) (35.98)Interest received (27.82) (58.52)Foreign exchange (gain)/Loss (85.87) 94.75Finance Cost 1,970.21 1,759.58

2,126.76 2,047.75OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 2,139.41 2,254.33Trade and Other Receivables (331.66) (2,780.81)Inventories (180.54) 385.00Trade and other Payables 1,816.44 400.37

1,304.24 (1,995.44)CASH GENERATED FROM OPERATIONS 3,443.65 258.89Direct Taxes Refund / (Paid) (28.92) (2.88)Net Cash From Operating activities 3,414.73 256.01

B. CASH FLOW FROM INVESTING ACTIVITIESPayments towards Capital Expenditures (867.42) (508.14)Sale of Fixed Assets 74.00 37.50Purchase of Investment - Others – –Purchase of Investment - Subsidiary and Joint Venture – (100.80)Interest received 20.85 58.52Net Cash Used in Investing Activities (772.56) (512.92)

C. CASH FLOW FROM FINANCING ACTIVITIES(Repayment) of / Increase in Long term Borrowings (513.65) 416.56(Repayment) of / Increase in Short term Borrowings-net (136.56) 1,384.01Finance Cost Paid (1,986.29) (1,748.58)Foreign exchange gain /(Loss) 85.87 (94.75)Net Cash Used in financing Activities (2,550.63) (42.76)

CASH AND CASH EQUIVALENT 91.54 (299.67)ADD : OPENING CASH & BANK BALANCE 323.44 623.11CLOSING CASH & BANK BALANCE 414.98 323.44

As per our Report of even date attached. For and on behalf of the Board


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Notes

ACCOUNTING POLICIES FORMING PART OF THE ACCOUNTSNote 1: Significant Accounting Policies.

1.1 System of Accounting:

The financial statements have been prepared under historical cost basis adjusted by revaluation of certain fixed assets and on the accounting principles of a going concern.

The Company generally follows mercantile system of accounting and recognizes significant items of income and expenditure on accrual basis.

1.2 Use of Estimates:

The presentation of financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period.

Difference between the actual and the estimates are recognized in the period in which the results are known / materialized.

1.3 Fixed Assets:

Fixed Assets are stated at cost of acquisition inclusive of incidental expenses related to acquisition but net of CENVAT and includes amounts added on revaluation, less accumulated depreciation.

In respect of Major projects involving constructions, related pre-operational expenses form part of the assets capitalized. Book value of fixed assets, which appreciate significantly, are reviewed from time to time and revalued to relate them more closely to current replacement value.

1.4 Impairment:

The carrying amount of assets is reviewed at each balance sheet date for any indication of impairment based on internal/external factors. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

1.5 Borrowing costs:

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.

1.6 Leases:

Assets leased under operating leases are shown as fixed assets. Rental income is recognized on accrual basis over the lease term.

Lease rentals in respect of assets acquired under leases are charged to Profit and Loss Account.

1.7 Depreciation:

Depreciation on Fixed assets other than leasehold land has been provided on straight line method at the rates and in

the manner specified in Schedule XIV to the Companies Act 1956.

Depreciation on increased value of fixed assets due to revaluation is computed on the basis of the remaining useful life as estimated by the Valuer on straight-line method and adjusted to Revaluation Reserve Account.

Premium on leasehold land is amortised over the duration of lease and proportionate amount of premium written off is being charged to Statement of profit and loss.

1.8 Investments:

Long term Investments are stated at cost. Provision for diminution in the value is made only if such a decline is other than temporary in the opinion of the management.

1.9 Inventories:

Inventories are valued at lower of cost and net realisable value. Cost is computed on the first-in-first-out basis and net of CENVAT, wherever applicable. Finished goods and work in process include cost of conversion and other costs incurred in bringing the inventories to their present location and condition and excise duty paid/payable on such goods.

1.10 Export Benefits

Consumption of raw material is arrived at after adjusting the difference between the cost of indigenous / duty paid imported raw materials and international cost of raw materials entitled to be imported / imported under Duty Exemption Scheme of the Government of India against direct/indirect exports made/to be made by the company during the year. Export Incentive under Duty Entitlement Scheme and Duty Free Entitlement Certificate under EXIM Policy are accounted for in the year of export. Profit /Loss on sale of DEPB/Import License is accounted for in the year of such sale .

1.11 Sales:

Sale of goods is recognised on dispatch to customers. Sales are inclusive of Excise Duty and net of Sales-Tax.

1.12 Foreign Exchange Transactions:

Transactions in foreign currencies are accounted for at a) prevailing exchange rates. Gains and losses arising out of subsequent fluctuations are accounted for on actual payment/realization in the Statement of profit and loss. The Current Assets and Current liabilities related to foreign currency transactions, other than those covered by forward contracts, remaining unsettled at the end of the year are adjusted at the rates prevailing at the year end, except for Pre-Shipment Credits in Foreign Currencies (PCFCs) which have been stated at the amounts received on the date of disbursement, since the PCFCs are liquidated against future export proceeds, at the rate of exchange at which the loans were disbursed.

Monetary items denominated in foreign currencies at the b) year end are restated at year end rates. In case of items which are covered by forward contracts, the difference between the year end rate and rate on the date of the contract is recognized as exchange difference and the

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premium paid on forward contract is recognized over the life of the contract. Any income or expense on account of exchange difference either on settlement or on translation is recognized in the profit and loss account.

1.13 Employee Benefits:

Short term employee benefits are recognized as an expense a) at the undiscounted amount in the Statement of profit and loss of the year in which the related service is rendered.

Post employment and other long term employee benefits b) are recognized as an expense in the Statement of profit and loss for the year in which the employee has rendered services. The expenses are recognized at the present value of the amount payable determined using actuarial valuation techniques. Actuarial gain and losses in respect of post employment and other long term benefits are charged to the profit and loss account.

1.14 Deferred tax:

Deferred tax is recognized on timing differences; being the difference between taxable income and accounting income that originate in one period and are capable of reversible in one or more subsequent years.

Deferred tax assets in respect of unabsorbed depreciation and carry forward of business losses are recognized if there is virtual certainty that there will be sufficient future taxable income available to absorb such losses.

1.15 Provisions and Contingent Liabilities:

Provisions are recognized in the accounts in respect of present probable obligations , the amount of which can be reliably estimated .

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence of one or more uncertain future events not wholly within the control of the company.

1.16 Derivatives:

The Company uses foreign exchange forward contracts to hedge its exposure to movements in foreign exchange rates. The use of these foreign exchange forward contracts reduces the risk or cost to the company and the company does not use the foreign exchange contracts for trading or speculation purposes. The company records the gain or loss on effective hedges in the profit and loss account of that period.

As At 31/03/2014

As At31/03/2013

NOTE 2 ` In Lacs ` In LacsSHARE CAPITAL : Authorised22000000 Equity Shares of ` 10/- each. 2,200.00 2,200.00

Total 2,200.00 2,200.00Issued21845038 Equity Shares of ` 10/- each fully paid up. 2,184.50 2,184.50

2,184.50 2,184.50Subscribed21838463 Equity Shares of ` 10/- each 2,183.85 2,183.85

2,183.85 2,183.85Paid up21838463 (21838463 ) Equity Shares of ` 10/- each 2,183.85 2,183.85Add : Amount paidup on shares forfeited 0.33 0.33

Total 2,184.18 2,184.18Out of the above-i) 5069745 Equity shares of ` 10/- each are issued as fully paid up to Financial Institutions/ Bank against simple Interest

dues as on 31st March, 2003 as per restructuring package approved by CDR Cell of RBI.ii) 459474 Equity shares of ` 10/- each are issued as fully paid up on Net present value (NPV) basis on account of 1%

reduction in the rate of interest payable in future to Financial Institution/Bank, in terms of re-workout package approved by CDR Cell of RBI.

SHAREHOLDERS HOLDING MORE THAN 5%As At 31/03/2014 As At 31/03/2013

Sr.No. NAME Number % Number %1 Sunitadevi Vinodkumar Poddar 7159815 32.79% 7117095 32.59%2 Vinod Kumar M Poddar 4332430 19.84% 1510340 6.92%3 Rahul V Poddar 150000 0.69% 2972090 13.61%

Terms/rights attached to equity shares :The company has issued only one class of equity shares having a par value of ` 10 per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividend in Indian rupees.

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As At 31/03/2014

As At31/03/2013

NOTE 3 ` In Lacs ` In Lacs

RESERVES AND SURPLUSCapital ReservesAmalgamation ReserveAs Per last Balance sheet 103.71 103.71Securities Premium ReserveAs Per last Balance sheet 2,575.89 2,575.89General ReserveAs Per last Balance sheet 1,341.66 1,341.66Statement of Profit and LossOpening Balance (3,012.92) (3,168.96)Add: Net Profit after tax for the year 28.20 156.04Closing Balance (2,984.72) (3,012.92)

Total 1,036.54 1,008.34

NOTE 4LONG TERM BORROWINGSSecuredTerm Loans from

- Banks 986.35 1,540.27- Financial Institution 19.65 43.09

Vehicles Loan from Banks – 10.81 1,006.00 1,594.17

UnsecuredLoan from companies 1,850.00 1,350.00

1,850.00 1,350.00

Total 2,856.00 2,944.17NOTES :

1) Term Loans from Banks/Financial Institutionsare secured by way of first charge on parri-passu basis on Company’s movable and immovable assets both present and future subject to prior charge on inventories and Book debts in favour of Company’s Bankers.

2) Vehicles loans are secured by hypothecation of vehicles acquired out of proceeds of the loans.

3) Term Loans from Banks and Financial Institutions as shown above are personally guaranteed by the Managing Director.

4) Maturity profile of Secured Term Loan Between Between Between Beyond 1-2 years 2-3 years 3-4 years 4 Years 1006.00 Lacs NIL NIL NIL

5) Interest on above said term loan ranging between 7.5% to 9.00%.

NOTE 5Other Long Term Liabilities (Unsecured) - Others From Agents / Distributors against Security Deposit 1,399.36 1,793.79

Total 1,399.36 1,793.79

Notes

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As At31/03/2014

As At31/03/2013


LONG TERM PROVISIONSProvisions for Employee Benefits -Gratuity 140.13 128.55

Total 140.13 128.55

NOTE 7Short - Term Borrowings - SecuredWorking capital Loans From Banks1) Cash Credit/ Demand Loan 6,617.38 7,219.252) Packing credit 359.74 357.783) Bill Discounting 991.69 528.34

Total 7,968.81 8,105.371) Cash Credit, Packing Credit, Working Capital Demand Loans and Bill Discounting facilities from the banks as shown

above are secured against the hypothecation of Inventories and Book debts and further secured by way of second charge on parri-passu basis on the Fixed Assets of the Company at Ludhiana.

2) Loans/ Facilities from Banks and Financial Institutions as shown above are personally guaranteed by the Managing Director.

NOTE 8Trade Payables(a) Micro, Small and Medium Enterprises * 387.88 132.38(b) Others 8,287.88 7,674.53

Total 8,675.76 7,806.91* 1) There is no principal amount due and remaining unpaid. No interest paid/payable during the year by the company to

the suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006. 2) The above disclosure is based on the information available with the company

NOTE 9Other Current LiabilitiesCurrent maturities of long term debt (Refer Note 4 (1, 2 & 3)) 870.43 901.49Interest accrued but not due on borrowings 1.27 0.99Interest accrued and due on borrowings 4.50 20.85Advance Received from Customer/Agents 156.22 89.03Sundry Creditors for capital Goods 59.29 60.43Other payables i) Statutory Dues 261.29 115.76 ii) Employees Dues 159.66 172.09 iii) Bank Balance temporarily overdrawn (as per books) 5.04 17.83 iv) Provision for expenses/Other Dues 1,969.16 1,224.37

Total 3,486.86 2,602.84NOTE 10Short Term ProvisionsProvision for Employee Benefits-Unavailed Leave 53.48 49.77Others - Provision for Income Tax 6.08 29.24

Total 59.56 79.01

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NOTE NO.11FIXED ASSETS (` in lacs)

PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCKAS AT

01.04.2013Additions Sales/

AdjustmentAS AT

31.3.2014Upto

1.04.2013For theYear

On adjust./sale

Upto31.3.2014

As At31.3.2014

As At31.03.2013

Tangible AssetsLand (Free Hold) 214.78 15.30 – 230.08 – – – – 230.08 214.78Factory Building 1930.48 532.33 23.39 2439.42 654.31 63.12 4.65 712.78 1726.64 1276.17Plant and Machinery 8748.13 597.71 – 9345.84 7229.57 228.24 – 7457.81 1888.03 1518.56Electrical Installations 847.54 7.63 – 855.17 753.03 9.22 – 762.25 92.92 94.51Furniture, Fixures andEquipments*

328.76 7.13 – 335.89 246.61 10.97 – 257.58 78.31 82.15

Vehicles 194.26 – – 194.26 117.75 13.95 – 131.70 62.56 76.51TOTAL 12263.95 1160.10 23.39 13400.66 9001.27 325.50 4.65 9322.12 4078.54PREVIOUS YEAR 12140.42 168.34 44.81 12263.95 8756.64 287.92 43.29 9001.27 – 3262.68CAPITAL WIP 175.69 –PREVIOUS YEAR – 298.48Factory building includes ` 811000/- being the cost of unit purchased on ownership basis* Including office equipment

As At31/03/2014

As At31/03/2013


NON-CURRENT INVESTMENTS (Long Term Investment) - At CostOther than trade (Unquoted)Investment in Government Securities National Saving Certificate 0.28 0.28(Deposit with Government Department)Trade (Unquoted)Equity InstrumentInvestment in subsidiary180 Shares of GRL B.V. of Euro 100 Each 11.62 11.62Investment in Joint Venture69412 Shares of GK Company Limited of 10000 Won each 312.31 312.31

Total 324.21 324.21

Aggregate book value of Unquoted Investment 324.21 324.21 324.21 324.21

NOTE 13Long Term Loans and AdvancesUnsecured considered goodCapital Advances 61.50 232.54Security Deposits 98.25 96.57Loans and advances to related parties (Refer Note No. 36 ) 484.02 320.16Other loans and advances

- Duty paid under protest 77.30 77.30- Advance Tax and Tax deducted at Sources 13.97 11.04- MAT Credit Receivable 29.48 27.07- Others 39.19 148.59

Total 803.71 913.27

Notes

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As At31/03/2014

As At31/03/2013


Inventories

(At Lower of cost and net relisable value)

(As taken,valued & certified by the Management)

Raw materials 1,708.73 1,767.12

Work - In - Progress 429.44 531.17

Finished goods 2,035.63 1,388.77

Stock in Trade 131.32 405.46

Stores & Spares 163.16 192.63

Power & Fuel 2.88 5.47

Total 4,471.16 4,290.62

NOTE 15Trade Receivables (Unsecured)

Outstanding for a period Exceeding Six Months-

Considered good 115.79 141.06

Considered Doubtful 84.75 84.75

200.54 225.81

Less:- Provision for doubtful receivables 84.75 84.75

115.79 141.06

Others considered good 14,899.92 15,186.19

Total 15,015.71 15,327.25

NOTE 16Cash and Bank Balances

Cash and Cash equivalents

a) Balances with banks 6.13 2.42

b) Cash on hand 32.39 17.76

Other Bank Balance

i) In Margin Money Accounts Pledged with banks towards Margin Money 266.46 193.26

ii) Bank deposits more than 12 month maturity 110.00 110.00

(Pledged with Bank)

Total 414.98 323.44

NOTE 17Short Term Loans and Advances

(Unsecured, Considered good)

Others :

Advances for supply of goods and services 322.24 337.38

Loans and advance to employees 24.36 29.77

Prepaid Expenses 24.56 97.30

Service Tax, Vat & Excise Receivable 108.56 81.08

Accrued Interest on Fixed Deposit 39.02 32.06

Others Advances recoverable in cash or kind 1,109.82 456.94

Total 1,628.56 1,034.53

Notes

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Current Year Previous YearNOTE - 18 : ` In Lacs ` In LacsRevenue From OperationsSale of products (Refer Note No. 37) 43,565.91 42,878.19Less : Trade discount & Rebate 2,759.15 2,012.17

40,806.76 40,866.02Sale of Services (Job Charges Received) 38.34 64.28

40,845.10 40,930.30Less : Excise Duty 111.07 160.07

Total 40,734.03 40,770.23NOTE -19Other IncomeInterest Received 27.82 58.52Miscellaneous Income 7.39 11.52Profit on Sale of Asset (Net) 55.26 35.98Exchange Fluctuation Gain (Net) 85.87 –Sundry Balance written off 0.20 0.66

Total 176.54 106.68NOTE -20Cost of Material ConsumedRaw Material Consumed (Refer Note No. 39)Opening Stock 1,767.12 2,408.49Add: Purchase during the year 25,301.46 25,311.95

27,068.58 27,720.44Less: Closing Stock 1,708.73 1,767.12

Total 25,359.85 25,953.32NOTE -21Change in Inventories (Refer Note No. 37)Opening Stock

Work In Process 531.17 403.20Stock in Trade 405.46 479.86Finished Goods 1,388.77 1,248.38

2,325.40 2,131.44Closing Stock

Work In Process 429.44 531.17Stock in Trade 131.32 405.46Finished Goods 2,035.63 1,388.77

2,596.39 2,325.40Total (270.99) (193.96)

NOTE -22Employee Benefits ExpenseSalary, Wages, Bonus etc. 2,831.64 2,604.52Contribution to provident and other fund 334.74 269.96Retirement Gratuity 38.32 50.87Employee Welfare Expenses 78.75 120.11

Total 3,283.45 3,045.46NOTE -23Finance CostInterest Paid 1,674.91 1,549.68Other Borrowing Cost 295.30 209.90

Total 1,970.21 1,759.58

Notes

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Current Year Previous YearNOTE -24 ` In Lacs ` In LacsOther ExpensesStores & Spares Consumed 599.83 523.60Power & Fuel 2,320.02 2,015.77Repairs & Maintenance

Plant & Machinery 70.80 83.87Building 22.96 26.39Others 1.71 6.84

Excise duty on variation of stock of Finished Goods 1.37 (1.76)Insurance Charges 32.80 37.58Foreign Exchange Fluctuation Loss (Net) – 94.75Rents Rates & Taxes 15.29 19.33Legal & Professional Charges 82.29 94.93Printing & Stationery 25.89 21.72Postage & Telephone 29.28 45.93Travelling and Conveyance 486.82 416.40Director Sitting Fees 0.52 0.63Donation 4.50 17.09Misc Expenses 110.65 110.00Commission on Sales 232.68 235.66Discount 3,943.44 3,476.92Sales Claims and Other Rebates 748.25 592.76Outward Freight and Octroi 928.23 763.87Advertisement and Sales Promotions 459.91 742.84

Total 10,117.24 9,325.12

Notes

25. a) In the opinion of the Company, the Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business and all known liabilities have been accounted for.

b) Debit and Credit balances of Trade Receivable and Trade Payable are subject to confirmation and Reconciliation of Accounts.

26. Contingent Liabilities & commitments:

i. Contingent Liabilities:

a) Guarantees given by the bankers to various authorities & vendors on behalf of the Company ` 359.00 Lacs (` 203.72 Lacs).

b) Disputed Sales-tax liabilities not provided for against which Company has filed appeal ` 10.24 lacs (` 10.24 lacs)

c) Disputed Excise Liability not provided for against which the Company has filed an appeal with the appropriate authority ` 85.45 lacs (` 85.45 lacs)

d) Disputed Electricity Liability not provided for against which the Company has filed an appeal with the appropriate authority ` 113.94 lacs (` 113.94 lacs)

e) Disputed Entry Tax liability not provided for against which the Company has filed an appeal with the appropriate authority ` 71.04 lacs (` 71.04 lacs).

ii. Commitments:

a) Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advance) ` 27.16 Lacs (` 269.82 Lacs)

27. Deferred Tax Assets (Net)

A) Deferred Tax Assets 2013-14 2012-13Business Loss/ Unabsorbed Depreciation

758.34 954.76

Provision for doubtful debts (to date) 27.50 27.50Disallowances under section 43B for non-payment of expenses

525.50 286.68

Total A)… 1311.34 1268.94B) Deferred Tax Liabilities

Difference between accounting and tax depreciation (Cumulative)

416.70 390.26

Total B)… 416.70 390.26Net Deferred Tax Assets(A-B) 894.64 878.68

28. The Gross Block of Fixed Assets includes ` 225.81 lacs (` 225.81 lacs) on account of revaluation of Fixed Assets carried out in the past, except Land, Factory Building and the Main Production Plant and Machinery, which are revalued, all other Fixed Assets continue to appear at cost.

29. FINANCIAL AND DERIVATIVE INSTRUMENTS

a) Derivatives contracts entered into by the Company and outstanding as on 31st March, 2014.

Normal amounts of derivative contract entered into by the Company and outstanding as on 31st March amounts to ` 1765.17 Lacs(` 630.84 Lacs) in the form of Forward Exports Cover.

b) Foreign currency contracts in the form of Forward Imports cover, that are not hedged by derivative instruments as on 31st March, 2014 amounting to ` Nil (` Nil).

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Notes30. The Company has adopted AS-15 (revised) “Employee

Benefits” notified by the Company’s Accounting Standard Rules, 2006. The Company has calculated the various benefits provided to employees as under:

Defined Contribution Plans:

During the year the Company has recognized the following amounts in the Profit and Loss account:-

(` in lacs)Employer’s Contribution to Superannuation Fund 7.89

(6.42)Employer’s Contribution to Provident Fund 229.59

(180.06)

Defined Benefit Plans:

Gratuity

Leave Encashment

In accordance with Accounting Standard 15 (revised 2005), an actuarial valuation was carried out in respect of the aforesaid defined benefit plans based on the following assumptions.

Leave Encashment

Gratuity

Discount Rate (per annum) 8.25%(8.25%)

8.25%(8.25%)

Rate of increase in compensation level 5.00%(5.00%)

5.00%(5.00%)

Expected rate of return on planned assets – –Amount of obligation as at the year end is determined as under:

(` in lacs)

Leave Encashment

Gratuity

Present value obligation as at March 31, 2014

49.76(42.63)

128.55(101.74)

Interest cost 4.11(3.73)

10.61(8.90)

Current service cost 26.37(19.11)

43.65(28.16)

Past service cost 0.00(0.00)

0.00(0.00)

Benefits Paid -83.93(-94.04)

21.35(-33.44)

Actuarial (gain)/ loss on obligations 57.17(78.34)

-15.94(23.18)

Present value obligation as at March 31, 2014

53.48(49.77)

145.52(128.55)

Amount of the obligation recognized in the Balance Sheet:

(` in lacs)

Leave Encashment

Gratuity

Present value obligation at the end of the period

53.48(49.77)

145.52(128.55)

Fair value of Plan Assets at the end of period – –Liability recognized in the Balance Sheet 53.48

(49.77)145.52

(128.55)

Expenses recognized in Statement of Profit and Loss : (` in lacs)

Leave Encashment

Gratuity

Current service cost 26.37(19.11)

43.65(28.16)

Interest cost 4.10(3.73)

10.61(8.90)

Net Actuarial (gain)/ loss recognized during the year

57.17(78.34)

-15.94(23.19)

Total expense recognized in Profit and Loss Account

87.64(101.18)

38.32(60.25)

31. Information in respect of Joint Venture:

i) Jointly controlled entity.

Sr. No.

Name of the Country of Venture Joint Venture Incorporation

Percentage of Ownership interest

2013-14 2012-131. GK Company Ltd. South Korea 50% 50%ii) Contingent Liabilities in respect of

Joint Ventures.Nil Nil

iii) Capital commitments in respect of Joint Ventures.

Nil Nil

iv) Interest in the assets, liabilities, income and expenses with respect to jointly controlled entity.

` In Lacs ` In LacsA) Assets:

Non-current assets:a) Fixed Assets (Net Block) .

(i) Tangible assets 514.92 541.42(ii) Capital work-in-progress Nil Nil

b) Long-term loans and advances 1.16 2.63Current Assets:

a) Inventories 56.86 48.00b) Trade Receivable 30.24 36.10c) Cash and Bank balances 1.62 3.15d) Short-term loans and advances 2.83 0.60

B) Liabilities:Non-current liabilities:

a) Long term borrowings-Secured 168.66 170.90-Unsecured Nil NilCurrent liabilities:

a) Short-term borrowings- Secured 214.47 178.57- Unsecured Nil Nil

b) Trade payables 27.71 14.73c) Other current liabilities 43.49 12.31

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Notes

Current year Previous year` in Lacs ` in Lacs

C) Income Nil Nil

a) Revenue from Operations 156.46 117.06

b) Other Income 0.53 0.03

D) Expenditure

a) Cost of Material consumed 169.51 153.54

b) Purchase of Stock in Trade Nil Nil

c) Change in Inventories (6.33) (42.46)

d) Employee Benefits Expense 19.33 25.58

e) Financial Costs 19.47 12.79

f) Depreciation 1.89 30.29

g) Other Expenses 9.03 21.53

32. The company’s net worth during the year is positive; hence in the opinion of the management, the provision of Sick Industrial Companies (Special Provision) Act, 1985 (SICA) is not applicable to the company.

33. Earning per Share (EPS) computed in accordance with Accounting Standard-20 “Earning per share”

` in Lacs ` in Lacs

a) Profit after Tax 28.20 156.04

b) The Weighted average number of Ordinary Shares

21838463 21838463

c) Basic and diluted EPS (`) 0.13 0.71

34. Remuneration to the Managing Director, Executive Director and Whole time Director:

` in Lacs ` in Lacs

i Salary and other Allowance 103.55 101.34

ii Contribution to Provident/

Superannuation Fund 7.92 7.92

iii Retirement Benefits 2.45 5.48

Total 113.92 114.74

Due to inadequacy of profits, remuneration paid to the Managing Director, Executive Director and whole time Director is within the minimum remuneration as prescribed under schedule XIII of the Companies Act, 1956.

Current year Previous Year

` in Lacs ` in Lacs

35. Payment to Auditors:

A) Statutory Auditors:*

i Audit Fees 2.25 2.25

ii Audit of Consolidated Financial Statement

1.25 1.25

iii Tax Audit Fees 0.50 0.50

iv Company Law matters 0.50 0.50

v Taxation matters 0.25 0.25

vi Certification & other work 1.37 2.30

vii Reimbursement of Expenses 0.27 0.26

Total 6.39 7.31

B) Cost Auditors:*

i. Audit Fees 0.30 0.30

* Exclusive of Service Tax.36. (I) Disclosure of related parties (as identified by

Management)

Names of the related parties with whom transactions were carried out during the year and description of relationship as required by AS – 18 “Related Parties Disclosure”.

a. Related parties –

i) Associates:

Balkrishna Industries Ltd. GRL International Ltd. Siyaram Silk Mills Ltd. S.P. Finance & Trading Ltd.

ii) Subsidiaries Company:

GRL BV, The Netherlands

iii) Joint Ventures:

GK Co. Limited, South Korea

iv) Key Management Personnel: Shri Vinod Poddar Shri Rahul Poddar Shri Umesh Lathi

v) Relatives of Key Management Personnel:

Mrs. Sunita Poddar

(II) Disclosure of Related Party Transactions(` in Lacs)

Sr.No.

Nature of Relationship/Transaction

Associates WhollyOwned

Subsidary

JointVenture

KeyManagement

personal

Relatives of KeyManagement

Personal

Total

1 Sale of GoodsGRL B.V. – 167.37 – – – 167.37

– (90.61) – – – (90.61)GRL International Ltd. 1,330.32 – – – – 1,330.32

(1,299.50) (1,299.50)

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Notes(` in Lacs)

Sr.No.


Associates WhollyOwned

Subsidary

JointVenture

KeyManagement

personal


Personal

Total

2 Loans & advances given –GRL B.V. – 163.86 – – – 163.86

– (77.20) – – – (77.20)G.K. Co. Ltd. – – – – – –

– – (100.80) – – (100.80)3 Commission paid

GRL International Ltd. 115.56 – – – – 115.56 (109.02) – – – – (109.02)

4 Payment of SalariesVinod Poddar – – – 46.75 – 46.75

– – – (48.53) – (48.53)Rahul Poddar – – – 39.00 – 39.00

– – – (39.99) – (39.99)Umesh Lathi – – – 25.72 – 25.72

– – – (26.23) – (26.23)5 Investments – – – – – –

– – (100.80) – – (100.80)6 Sale of Assets

Sunita Poddar – – – – 74.00 74.00 – – – – (–) (–)

7 Payment of RentBalkrishna Industries Ltd. 0.27 0.27

(–) (–)S.P.Finance & Trading Ltd. – – – – – –

(0.96) – – – – (0.96)8 Purchase of Other Items & Services

G.K. Co. Ltd. – – 19.89 – – 19.89 – – (36.26) – – (36.26)

Siyaram Silk Mills Ltd. 0.45 – – – – 0.45 (5.09) – – – – (5.09)

Balkrishna Industries Ltd. 2.71 – – – – 2.71 – – – – – –

(III) Amount due to/from related parties (` in Lacs)

Sr.no.


Associates Whollyowned

subsidery

JointVenture

Company

KeyPersonel


Personnel

Total

1 Trade Receivables* 11,135.52 167.37 – – – 11,302.89

(10,526.39) (157.60) – – – (10,683.99)

2 Trade Payables 0.04 – 9.01 – – 9.05

(5.02) – (36.42) – – (41.44)

3 Loans & Advances – 484.02 – – – 484.02

– (320.16) – – – (320.16)*includes Consignment sales receivablesNo amounts in respect of related parties have been written off / back or are provided for during the year.

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Notes37. Particular of Turnover and Stock: (` in Lacs)

Sr. No.

Products OpeningStock

ClosingStock

Turnover

01 Tyres & Tubes 1386.52(1248.38)

2023.83(1388.77)

42979.72(41860.28)

02 Others 405.46(479.86)

136.53(405.46)

624.54 (1082.19)

1791.98(1728.24)

2160.36(1794.23)

43604.26(42942.47)

Less: Trade discount & Rebate 2759.16 (2012.17)

Total 40845.10(40930.30)

38. Finished goods purchased:

Sr. No. Products Value

01 Finished goods purchased - Others

112.66 (492.89)

39. Raw Material Consumed:

S r . No.

Name of Raw Materials Value(` in Lacs)

1 Rubber 14094.69(15560.99)

2 Chemicals & Minerals 2407.98(2135.35)

3 Tyre Cord 3066.26(2801.66)

4 Bead Wire 1059.34(1042.31)

5 Others 4731.57(4413.01)

Total 25359.85(25953.32)

40. Details of Raw Materials, Stores & Spares Consumed: (` in Lacs)

Raw Materials Stores & SparesValue % of total Value % of total

Imported 2568.11(2615.63)

10.13(10.08)

– –

– –

Indigenous 22791.74(23337.69)

89.87(89.92)

599.83(523.60)

100.00(100.00)

Total 25359.85(25953.32)

100.00(100.00)

599.83(523.60)

100.00(100.00)

Current Year Previous Year` In Lacs ` In Lacs

41. CIF Value of Imports -

For Raw Materials & others 2568.11 2615.6342. Expenditure in Foreign Currency -i) Commission on Exports 36.27 25.06ii) Sales promotion 58.10 73.16iii) Others 153.60 237.56

247.97 335.7843. Earning in Foreign Exchange -i. Exports of Goods at F.O.B.

price8082.14 5898.43

ii. Reimbursement of Ocean Freight and Insurance

190.39 148.02

iii. Indirect Export 129.88 420.008402.41 6466.45

44. Amount remitted in Foreign Currency on account of Dividend.

Nil Nil

45. The Company has reckoned the Minimum Alternate Tax (MAT) of ` 2.41 Lacs (` 27.07 Lacs) and has taken MAT Credit entitlement of the similar amount which may be set off against tax liability in accordance with section 115JB of the Income Tax Act 1961. Provision for Income Tax is determined on the basis of taxable income after set off of unabsorbed losses/ depreciation as per the Income Tax Act 1961.

46. The Previous year figures have been regrouped/rearranged whenever necessary to make them comparable with the current year figures.

47. Figures in brackets in these notes are in respect of the previous year.

Signature to Note ‘1’ to ‘47’


For JAYANTILAL THAKKAR & CO. Chartered Accountants, VINOD PODDAR RAHUL PODDAR MANAGING DIRECTOR EXECUTIVE DIRECTOR C.V.THAKKER Partner. UMESH LATHI Mumbai, 30th May, 2014 WHOLE TIME DIRECTOR

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Consolidated Auditors’ Report

INDEPENDENT AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To The Board Of Directors GOVIND RUBBER LIMITED

We have audited the accompanying consolidated financial statements of Govind Rubber Limited (“the Company”) and its subsidiary and joint venture (“the Group”), which comprise the Consolidated Balance Sheet as at 31st March, 2014 the Consolidated Statement of Profit and Loss and Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Company’s preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March, 2014;

(ii) in the case of the Consolidated Statement of Profit and Loss, of the loss for the year ended on that date; and

(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

Other Matters

The Consolidated Financial Statements include unaudited financial statements of the subsidiary and joint venture which reflect total assets of ` 740.99 Lacs as at 31st March, 2014, the total revenue of ` 286.24 lacs and cash inflows amounting to ` (3.76) Lacs for the year then ended. These unaudited financial statements and other financial information have been certified by the management and our report so far as it relates to the amounts included in respect of the above is based solely on such approved unaudited financial statements.

Our Opinion is not qualified in respect of other matters.

For and on behalf of

JAYANTILAL THAKKAR & CO. Chartered Accountants

(Firm Reg. No. 104133W)

(C. V. THAKKER) Partner

Membership No. 006205

Place : MumbaiDate : 30th May, 2014

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Consolidated Balance Sheet

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2014

Particulars Note No As At 31/03/2014

As At 31/03/2013

` In Lacs ` In LacsEQUITY AND LIABILITIESShareholders' FundsShare Capital 2 2,184.18 2,184.18Reserves and Surplus 3 219.15 581.96

2,403.33 2,766.15Non-Current LiabilitiesLong-term borrowings 4 3,024.66 3,115.07Other Long term liabilities 5 1,399.36 1,793.79Long term provisions 6 140.13 128.55

4,564.15 5,037.41Current LiabilitiesShort-term borrowings 7 8,183.28 8,283.94Trade payables 8 8,765.60 7,825.12Other current liabilities 9 3,592.46 2,656.80Short-term provisions 10 59.56 79.00

20,600.90 18,844.86Total 27,568.38 26,648.42

ASSETSNon-Current AssetsFixed assets

Tangible assets 11 4,633.73 3,855.85Capital work-in-progress 11 175.70 298.48

Non-current investments 12 0.28 0.28Deferred tax assets (net) 27 894.64 878.68Long term loans and advances 13 320.86 595.75

6,025.21 5,629.04Current AssetsInventories 14 4,585.52 4,405.61Trade receivables 15 14,885.99 15,226.54Cash and bank balances 16 439.61 351.83Short-term loans and advances 17 1,632.05 1,035.40

21,543.17 21,019.38Total 27,568.38 26,648.42

SIGNIFICANT ACCOUNTING POLICIES 1NOTES FORMING PART OF THE ACCOUNTS 2-35



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Consolidated Statement of Profit & Loss

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014

Particulars Note No Current Year Previous Year ` In Lacs ` In Lacs

Income:

Revenue from operations 18 41,090.86 41,094.98

Less: Excise duty 111.07 160.07

40,979.79 40,934.91

Other Income 19 159.96 106.73

Total Revenue 41,139.75 41,041.64

Expenses:

Cost of materials consumed 20 25,519.42 26,088.73

Purchase of Stock-in-Trade (Refer Note No. 31) 117.25 494.48

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

21 (267.82) (211.42)

Employee benefit expense 22 3,456.93 3,192.79

Finance costs 23 1,990.42 1,772.87

Depreciation 338.75 323.47

Other expense 24 10,225.65 9,456.36

Total Expenses 41,380.60 41,117.28

Profit before tax (240.85) (75.64)

Tax expense:

Current Tax 2.41 29.24

Deferred tax (Asset)/ Liability (Refer Note No. 27) (15.96) 48.37

MAT Credit (2.41) (27.07)

Income Taxes of earlier year 0.41 –

(15.55) 50.54

Profit for the year (225.30) (126.18)

Earning per equity share:

Basic / Diluted earning per share 28 (1.03) (0.58)

SIGNIFICANT ACCOUNTING POLICIES 1NOTES FORMING PART OF THE ACCOUNTS 2-35


FOR JAYANTILAL THAKKAR & CO. Chartered Accountants VINOD PODDAR RAHUL PODDAR CHAIRMAN & EXECUTIVE DIRECTOR C.V.THAKKER MANAGING DIRECTOR Partner UMESH LATHI Mumbai : 30th May, 2014 WHOLE TIME DIRECTOR

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Consolidated Cash Flow Statement

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

PARTICULARS Current Year Previous Year ` in Lacs ` in Lacs ` in Lacs

A. CASH FLOW FROM OPERATING ACTIVITIESProfit before Tax (240.85) (75.64)ADJUSTMENTS FOR:Depreciation 368.18 323.47Loss / (Profit) on Sale of Fixed Assets (Net) (38.01) (23.07)Interest received (27.82) (58.52)Foreign exchange (gain)/Loss (85.87) 94.75Finance Cost 1,990.42 1,760.08

2,206.90 2,096.71OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 1,966.05 2,021.07Trade and Other Receivables (139.95) (2,599.39)Inventories (179.91) 368.93Trade and other Payables 1,939.73 346.93

1,619.87 (1,883.53)CASH GENERATED FROM OPERATIONS 3,585.92 137.54Direct Taxes Refund / (Paid) (28.92) (2.88)Net Cash From Operating activities 3,557.00 134.66

B. CASH FLOW FROM INVESTING ACTIVITIESPayments towards Capital Expenditures (924.10) (700.75)Sale of Fixed Assets 108.73 47.38Interest received 20.85 58.52Net Cash Used in Investing Activities (794.52) (594.85)

C. CASH FLOW FROM FINANCING ACTIVITIES(Repayment) / Increase of in Long term Borrowings (515.90) 395.63(Repayment) / Increase of in Short term Borrowings-net (100.66) 1,562.58Finance Cost paid (2,006.50) (1,749.10)Foreign exchange gain/(Loss) 85.87 (94.75)Net Cash Used in financing Activities (2,537.19) 114.36

D. CHANGE IN CURRENCY FLUCTUATION RESERVE ARISING ON CONSOLIDATION

(137.51) 20.15

CASH AND CASH EQUIVALENT 87.78 (325.68)ADD : OPENING CASH & BANK BALANCE 351.83 677.51CLOSING CASH & BANK BALANCE 439.61 351.83



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Notes

Note 1SIGNIFICANT ACCOUNTING POLICIES:

A) Principles of Consolidation:

(i) The subsidiary and Joint Venture (which along with Govind Rubber Limited, the parent, constitute the group) considered in the preparation of these consolidated financial statements are:

Name of the Company

Country ofIncorporation

Holding as on31.03.2014

FinancialYear ends on

GRL BV The Netherlands 100% 31.03.2014GK Company Limited South Korea 50% 31.03.2014

(ii) The Consolidated financial statements of the group have been prepared on the following basis:

a. The Consolidated Financial Statements of the group are prepared in accordance with Accounting Standard – 21 “Consolidated Financial Statements”, Accounting and Accounting Standard – 27” Financial Reporting of interests in Joint Ventures “as notified by Companies (Accounting Standards) Rules, 2006 (as amended).

b. The financial statements of the Company and its subsidiary Company has been consolidated on a line-by-line basis by adding together the book value of like items of assets, liabilities, income and expenses, after eliminating intra-group balances and intra-group transactions and unrealized profits or unrealized losses.

c. The financial statements of the Company and its Joint Venture have been consolidated using the proportionate consolidation method.

d. The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as the Company’s Standalone Financial Statements.

e. The financial statements of an integral foreign operation are translated as if the transactions of the foreign operation

have been those of the Company itself. For non-integral foreign operation, the assets and liabilities are translated at the closing rate, Income and expense items of the non-integral foreign operation are translated at exchange rates at the dates of the transactions and all resulting exchange differences are accumulated in a foreign currency translation reserve on consolidation until the disposal of the net investment.

f. All material inter-company balances and transactions are eliminated on consolidation.

g. Consolidated Financial Statements have been prepared using uniform accounting policies for all major transactions and other events in similar circumstances except the policies adopted by the subsidiary/joint venture based on local laws which are given below:-

1. The parent and the subsidiary/joint venture write off Intangible Assets over different number of years

2. Parent and subsidiary/joint venture provide depreciation at different rates on Tangible Assets

3. The parent and the subsidiary/joint venture follow their local guidelines for accounting the leases

4. Foreign subsidiary/joint venture companies recognize tax liabilities and assets in accordance with the applicable local legislation

5. The parent and subsidiary/joint venture follow different method of valuation of inventory

6. Parent and subsidiary/joint venture follow different method of accounting with regard to revalued fixed assets.

It is not practicable to adopt uniform accounting policies in respect of the aforesaid items. The proportion of these items vis-à-vis results/ assets of the Group is not significant.

B) OTHER SIGNIFICANT ACCOUNTING POLICIES

Other significant accounting policies are set out under “Significant Accounting Policies” as given in the standalone financial statements of the parent company.

As At31/03/2014

As At31/03/2013


SHARE CAPITAL :Authorised22000000 Equity Shares of ` 10/- each. 2,200.00 2,200.00

Total 2,200.00 2,200.00Issued21845038 Equity Shares of ` 10/- each fully paid up. 2,184.50 2,184.50

2,184.50 2,184.50Subscribed21838463 Equity Shares of ` 10/- each 2,184.50 2,183.85

2,184.50 2,183.85Paid up21838463 (21838463) Equity Shares of ` 10/- each 2,183.85 2,183.85Add : Amount paidup on shares forfeited 0.33 0.33

Total 2,184.18 2,184.18

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NotesOut of the above-i) 5069745 Equity shares of ` 10/- each are issued as fully paid up to Financial Institutions/ Bank against simple Interest

dues as on 31st March, 2003 as per restructuring package approved by CDR Cell of RBI.ii) 459474 Equity shares of ` 10/- each are issued as fully paid up on Net present value (NPV) basis on account of 1%

reduction in the rate of interest payable in future to Financial Institution/Bank, in terms of re-workout package approved by CDR Cell of RBI.

SHAREHOLDER'S HOLDING MORE THAN 5%As At 31/03/2014 As At 31/03/2013

Sr. No. NAME Number % Number %1 Sunitadevi Vinodkumar Poddar 7159815 32.79% 7117095 32.59%2 Vinod Kumar M Poddar 4332430 19.84% 1510340 6.92%3 Rahul V Poddar 150000 0.69% 2972090 13.61%

Terms/rights attached to equity shares :The company has issued only one class of equity shares having a par value of ` 10 per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividend in Indian rupees.

As At31/03/2014

As At31/03/2013


RESERVES AND SURPLUSCapital ReservesAmalgamation ReserveAs Per last Balance sheet 103.71 103.71Securities Premium ReserveAs Per last Balance sheet 2,575.89 2,575.89General ReserveAs Per last Balance sheet 1,341.66 1,341.66Currency Fluctuation ReserveOpening Balance 16.85 (3.30)Add: For the year (137.51) 20.15Closing Balance (120.66) 16.85Statement of Profit and LossOpening Balance (3,456.15) (3,329.97)Add: Net Profit after tax for the year (225.30) (126.18)Closing Balance (3,681.45) (3,456.15)

219.15 581.96

NOTE 4LONG TERM BORROWINGSSecuredTerm Loans from

- Banks 986.35 1,540.27- Financial Institution 19.65 43.09

Vehicles Loan from Banks – 10.81 1,006.00 1,594.17

UnsecuredLoan from companies 1,850.00 1,350.00

1,850.00 1,350.00 2,856.00 2,944.17

Share In Joint Venture 168.66 170.90Total 3,024.66 3,115.07

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NotesNOTES :1) Term Loans from Banks/Financial Institutionsare secured by way of first charge on parri-passu basis on Company’s

movable and immovable assets both present and future subject to prior charge on inventories and Book debts in favour of Company’s Bankers.

2) Vehicles loans are secured by hypothecation of vehicles acquired out of proceeds of the loans.3) Term Loans from Banks and Financial Institutions as shown above are personally guaranteed by the Managing Director.4) Maturity profile of Secured Term Loan Between Between Between Beyond

1-2 years 2-3 years 3-4 years 4 Years 1006.00 Lacs NIL NIL NIL5) Interest on above said term loan ranging between 7.5% to 9.00%.6) Share in Joint Venture Term loan amounting ` 170.90 lacs (191.84 lacs) shares in joint venture secured by hypothecation charge over assets of

the joint venture company

As At31/03/2014

As At31/03/2013


Other Long Term Liabilities (Unsecured)OthersFrom Agents / Distributors against Security Deposit 1,399.36 1,793.79

Total 1,399.36 1,793.79

NOTE 6LONG TERM PROVISIONSProvisions for Employee Benefits -Gratuity 140.13 128.55

Total 140.13 128.55

NOTE 7Short - Term BorrowingsSecuredWorking capital Loans From Banks1) Cash Credit/ Demand Loan 6,617.38 7,219.252) Packing credit 359.74 357.783) Bill Discounting 991.69 528.34

7,968.81 8,105.37


1) Cash Credit, Packing Credit, Working Capital Demand Loans and Bill Discounting facilities from the banks as shown above are secured against the hypothecation of Inventories and Book debts and further secured by way of second charge on parri-passu basis on the Fixed Assets of the Company at Ludhiana.

2) Loans/ Facilities from Banks and Financial Institutions as shown above are personally guaranteed by the Managing Director.

NOTE 8Trade Payables(a) Micro, Small and Medium Enterprises * 387.88 132.38(b) Others 8,354.52 7,678.01

8,742.40 7,810.39


*1) There is no principal amount due and remaining unpaid. No interest paid/payable during the year by the company to the suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006.

2) The above disclosure is based on the information available with the company

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Notes

As At31/03/2014

As At31/03/2013

NOTE 9 ` In Lacs ` In LacsOther Current LiabilitiesCurrent maturities of long term debt (Refer Note 4 (1, 2 & 3)) 870.43 901.49Interest accrued but not due on borrowings 1.27 0.99Interest accrued and due on borrowings 4.50 20.85Advance Received from Customer/Agents 156.22 89.03Sundry Creditors for capital Goods 59.29 60.43Other payablesi) Statutory Dues 316.87 131.52ii) Employees Dues 165.78 181.53iii) Bank Balance temporarily overdrawn (as per books) 5.04 17.83iv) Provision for expenses/Other Dues 1,969.57 1,240.82

3,548.97 2,644.49


NOTE 10Short Term ProvisionsProvison for Employee Benefits

- Unavailed Leave 53.48 49.77Others

- Provision for MAT 6.08 29.24Total 59.56 79.00

NOTE NO.11FIXED ASSETS (` in lacs)

PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCKAS AT

01.04.2013Additions Sales/

AdjustmentAS AT

31.3.2014Upto

1.04.2013For the

YearOn adjust./

saleUpto

31.3.2014As At

31.3.2014As At

31.03.2013Tangible AssetsLand (Free Hold) 214.78 15.31 – 230.08 – – – – 230.08 214.78Factory Building 1,930.48 532.33 23.39 2,439.41 654.28 63.11 4.66 712.74 1,726.67 1,276.17Plant and Machinery 8,748.14 597.71 – 9,345.85 7,229.60 228.25 – 7,457.84 1,888.01 1,518.57Electrical Installations 847.56 7.63 – 855.19 753.03 9.22 – 762.25 92.93 94.51Furniture, Fixures and Equipments* 335.62 7.71 – 343.33 248.08 12.46 – 260.54 82.79 87.55Vehicles 247.10 51.99 51.99 247.10 124.27 24.52 – 148.78 98.32 122.85

TOTAL 12323.68 1212.67 75.38 13460.97 9009.26 337.56 4.66 9342.17 4118.81 3314.43SHARES IN JOINT VENTURE 571.71 4.11 – 575.83 30.29 30.62 – 60.90 514.92 541.42

GRANT TOTAL 12895.39 1216.79 75.38 14036.80 9039.55 368.18 4.66 9403.07 4633.73 –PREVIOUS YEAR 12602.53 364.46 71.62 12895.37 8763.37 323.47 47.32 9039.52 – 3855.85CAPITAL WIP 175.70PREVIOUS YEAR 298.48Factory building includes ` 811000/- being the cost of unit purchased on ownership basis* Including office equipment

NOTE 12NON-CURRENT INVESTMENTS (Long Term Investment) - At CostOther than trade (Unquoted)-Investment in Government securities National Saving Certificate 0.28 0.28(Deposit with Government Department)

Total 0.28 0.28Aggregate book value of -Unquoted Investment 0.28 0.28

0.28 0.28

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Notes

As At31/03/2014

As At31/03/2013

NOTE 13 ` In Lacs ` In LacsLong Term Loans and AdvancesUnsecured considered goodCapital Advances 61.50 232.54Security Deposits 98.25 96.57Other loans and advances

- Duty paid under protest 77.30 77.30- Advance Tax and Tax deducted at Sources 13.97 11.04- MAT Credit Receivable 29.48 27.07- Others 39.20 148.60

319.70 593.12Share In Joint Venture 1.16 2.63

Total 320.86 595.75NOTE 14Inventories(At Lower of cost and net relisable value)(As taken,valued & certified by the Management)Raw materials 1,708.73 1,767.12Work - In - Progress 429.44 531.17Finished goods 2,035.63 1,388.77Stock in Trade 188.82 472.46Stores & Spares 163.16 192.63Power & Fuel 2.88 5.47

4,528.66 4,357.62


NOTE 15Trade Receivables (Unsecured) Outstanding for a period Exceeding Six Months-Considered good 115.79 141.06Considered Doubtful 84.75 84.75

200.54 225.81Less:- Provision for doubtful receivables 84.75 84.75

115.79 141.06Others considered good 14,744.46 15,049.38

14,860.25 15,190.44Share In Joint Venture 25.74 36.10

Total 14,885.99 15,226.54NOTE 16Cash and Bank BalancesCash and Cash equivalentsa) Balances with banks 28.62 27.66b) Cash on hand 32.90 17.76Other Bank Balancei) In Margin Money Accounts Pledged with banks towards Margin Money 266.46 193.26ii) Bank deposits more than 12 month maturity (Pledged with Bank) 110.00 110.00


Total 439.61 351.83

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Notes

As At31/03/2014

As At31/03/2013


Short Term Loans and Advances(Unsecured, Considered good)Others :Advances for supply of goods and services 322.24 337.38Loans and advances to employee 24.36 29.77Prepaid Expenses 25.22 97.58Service Tax, Vat & Excise Receivable 108.56 81.08Accrued Interest on Fixed Deposit 39.02 32.06Others Advances recoverable in cash or kind 1,109.82 456.94

1,629.22 1,034.81


Current Year Previous Year

NOTE - 18 : ` In Lacs ` In Lacs

Revenue From OperationsSale of products (Refer Note No. 30) 43,666.11 42,943.94Less : Trade discount & Rebate 2,760.12 2,012.17

40,905.99 40,931.77Sale of Services (Job Charges Received) 38.35 64.28

40,944.34 40,996.05Less : Excise Duty 111.07 160.07

40,833.27 40,835.98


NOTE -19Other IncomeInterest Received 27.81 58.52Miscellaneous Income 7.54 11.54Profit on Sales of Fixed Assets 38.01 35.98Foreign Exchange Fluctuation Gain (Net) 85.87 –Sundry Balance written off 0.20 0.66

159.43 106.70

Share In Joint Venture 0.53 0.03Total 159.96 106.73

NOTE -20Cost of Material ConsumedRaw Material Consumed (Refer Note No. 32)Opening Stock 1,767.12 2,408.49Add: Purchase during the year 25,301.46 25,311.95

27,068.58 27,720.44Less: Closing Stock 1,708.73 1,767.12

25,359.85 25,953.32


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Notes

Current Year Previous YearNOTE -21 ` In Lacs ` In LacsCHANGE IN INVENTORIES (Refer Note No. 30)Opening Stock Work In Process 531.17 403.20 Stock in Trade 472.46 571.85 Finished Goods 1388.76 1248.38

2392.39 2223.43Closing Stock Work In Process 429.44 531.17 Stock in Trade 188.82 472.46 Finished Goods 2035.62 1388.76

2653.88 2392.39(261.49) (168.96)

Share In Joint Venture (6.33) (42.46)Total (267.82) (211.42)

NOTE -22Employee Benefits Expense Salary, Wages, Bonus etc. 2968.65 2726.27 Contribution to provident and other fund 351.88 269.96 Retirement Gratuity 38.32 50.87 Employee Welfare Expenses 78.75 120.11


Total 3,456.93 3,192.79NOTE -23Finance CostInterest Paid 1674.91 1549.68Other Borrowing Cost 296.04 210.40


Total 1,990.42 1,772.87NOTE -24Other ExpensesStores & Spares Consumed 599.83 523.60Power & Fuel 2320.02 2015.77Repairs & Maintenance Plant & Machinery 70.80 83.87 Building 22.96 26.39 Others 1.71 6.84Excise duty on variation of stock of Finished Goods 1.37 (1.76)Insurance Charges 32.80 37.58Foreign Exchange Fluctuation Loss (Net) – 94.75Rents Rates & Taxes 61.42 58.64Legal & Professional Charges 88.82 105.76Printing & Stationery 26.48 23.77Postage & Telephone 32.65 49.34Travelling and Conveyance 513.93 418.12Loss on Sale of Assets – 12.91Director Sitting Fees 0.51 0.63Donation 4.50 17.09Misc Expenses 116.64 114.86Commission on Sales 232.68 235.66Discount 3943.44 3476.92Sales Claims and Other Rebates 748.25 592.76Outward Freight and Octroi 928.23 792.40Advertisement and Sales Promotions 469.58 748.93

Total 10216.62 9434.83Share In Joint Venture 9.03 21.53

10,225.65 9,456.36

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Notes25. a. In the opinion of the Company, the Current Assets,

Loans and Advances are approximately of the value stated, if realized in the ordinary course of business and all known liabilities have been accounted for.

b. Debit and Credit balances of Trade Receivable and Trade Payable are subject to confirmation and Reconciliation of Accounts.

26. Contingent Liabilities & commitments:

i. Contingent Liabilities:

a) Guarantees given by the bankers to various authorities & vendors on behalf of the Company ` 359.00 Lacs (` 203.72 Lacs).

b) Disputed Sales-tax liabilities not provided for against which Company has filed appeal ` 10.24 lacs (` 10.24 lacs)

c) Disputed Excise Liability not provided for against which the Company has filed an appeal with the appropriate authority ` 85.45 lacs (` 85.45 lacs)

d) Disputed Electricity Liability not provided for against which the Company has filed an appeal with the appropriate authority ` 113.94 lacs (` 113.94 lacs)

e) Disputed Entry Tax liability not provided for against which the Company has filed an appeal with the appropriate authority ` 71.04 lacs (` 71.04 lacs).

ii. Commitments:

a) Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advance) ` 27.16 Lacs (` 269.82 Lacs)

27. Deferred Tax Assets (Net)

A) Deferred Tax Assets 2013-14 2012-13

Business Loss/ Unabsorbed Depreciation

758.34 954.76

Provision for doubtful debts (to date) 27.50 27.50

Disallowances under section 43B for non-payment of expenses

525.50 286.68

Total A)… 1311.34 1268.94

2013-14 2012-13B) Deferred Tax Liabilities

Difference between accounting and tax depreciation (Cumulative)

416.70 390.26

Total B)… 416.70 390.26Net Deferred Tax Assets(A-B) 894.64 878.68

28. Earning per Share (EPS) computed in accordance with Accounting Standard-20 “Earning per share”

Current year

Previous year

` in Lacs ` in Lacs

a) Profit after Tax (225.30) (126.18)

b) The Weighted average number of Ordinary Shares

21838463 21838463

c) Basic and diluted EPS (`) (1.03) (0.58)

29. (I) Disclosure of related parties (as identified by Management)

Names of the related parties with whom transactions were

carried out during the year and description of relationship

as required by AS – 18 “Related Parties Disclosure”.

a. Related parties –i) Associates:

Balkrishna Industries Ltd.

GRL International Ltd.

Siyaram Silk Mills Ltd.

ii) Joint Ventures:

GK Co. Limited, South Korea

iii) Key Management Personnel:

Shri Vinod Poddar

Shri Rahul Poddar

Shri Umesh Lathi

iv) Relatives of Key Management Personnel:

Mrs. Sunita Poddar

(II) Disclosure of Related Party Transactions (` in Lacs)

Sr.No.


Associates JointVenture

KeyManagement

personal


Personal

Total

1 Sale of Goods

GRL B.V. – – – – –

– – – – –

GRL International Ltd. 1,330.32 – – – 1,330.32

(1,299.50) (1,299.50)

2 Loans & advances given –

G.K. Co. Ltd. – – – – –

– (100.80) – – (100.80)

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Notes

Sr.No.



KeyManagement

personal


Personal

Total

3 Commission paid

GRL International Ltd. 115.56 – – – 115.56

(109.02) – – – (109.02)

4 Payment of Salaries

Vinod Poddar – – 46.75 – 46.75

– – (48.53) – (48.53)

Rahul Poddar – – 39.00 – 39.00

– – (39.99) – (39.99)

Umesh Lathi – – 25.72 – 25.72

– – (26.23) – (26.23)

5 Investments – – – – –

– (100.80) – – (100.80)

6 Sale of Assets

Sunita Poddar – – – 74.00 74.00

– – – (–) (–)

7 Payment of Rent

Balkrishna Industries Ltd. 0.27 0.27

(–) (–)

S.P.Finance & Trading Ltd. – – – – –

(0.96) – – – (0.96)

8 Purchase of Other Items

& Services

G.K. Co. Ltd. – 19.89 – – 19.89

– (36.26) – – (36.26)

Siyaram Silk Mills Ltd. 0.45 – – – 0.45

(5.09) – – – (5.09)

Balkrishna Industries Ltd. 2.71 – – – 2.71

– – – – –

(III) Amount due to/from related parties (` in Lacs)

Sr.no.



Company

KeyPersonel


Personnel

Total

1 Trade Receivables* 11,135.52 – – – 11,135.52

(10,526.39) – – – (10,526.39)

2 Trade Payables 0.04 9.01 – – 9.05

(5.02) (36.42) – – (41.44)

3 Loans & Advances – 312.30 – – 312.30

– (312.30) – – (312.30)

*includes Consignment sales receivablesNo amounts in respect of related parties have been written off / back or are provided for during the year.

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Notes30. Particular of Turnover and Stock: (` in Lacs)

Sr. No.

Products Opening Stock

Closing Stock

Turnover

01 Tyres & Tubes 1388.76 (1248.38)

2035.63(1388.76)

43079.92(41926.03)

02 Others 472.46(571.85)

188.82(472.46)

771.06 (1181.12)

1861.22(1820.24)

2224.45(1861.22)

43850.98(43107.15)

Less: Trade discount & Rebate 2760.12 (2012.17)

Total 41090.86(41094.98)

31. Finished goods purchased: (` in Lacs)

Sr. No. Products Value01 Finished goods purchased – Others 117.25

(494.48)

Statement Pursuant to section 212 of The Companies Act, 1956, Details of Subsidiary Company

Sr. No. Particulars ` in lacs1 Name of the Subsidiary Co. GRL BV2 Financial year ends on 31st March, 20143 Share Capital 11.624 Reserves & Surplus (658.40)5 Total Assets (Fixed Assets + Investments+ Current Assets) 133.356 Total Liabilities (Debts + Current Liabilities) 133.357 Investments (Excluding investments in subsidiary companies) Nil8 Turnover 129.789 Profit/ (Loss) before taxation (198.29)

10 Provision for taxation Nil11 Profit / (Loss) after taxation (198.29)12 Proposed Dividend Nil

Exchange Rate as on 31st March, 2014 1 Euro = ` 82.38Note: Extent of Holding 100% of subsidiary company

For and on behalf of the BoardVINOD PODDAR RAHUL PODDAR UMESH LATHI CHAIRMAN & MANAGING DIRECTOR EXECUTIVE DIRECTOR WHOLE TIME DIRECTOR Mumbai : 30th May 2014

32. Raw Material Consumed: (` in Lacs)

Sr. No.

Name of Raw Materials Value

1 Rubber 14094.69(15560.99)

2 Chemicals & Minerals 2407.98 (2135.35)

3 Tyre Cord 3066.26 (2801.66)

4 Bead Wire 1059.34 (1042.31)

5 Others 4891.15(4548.42)

Total 25519.42(26088.73)

33. Segment reporting:-

The Company is mainly engaged in the business of Rubber Products consisting of all types of Tyres and Tubes. These, in the context of Accounting Standard – 17 on “Segment Reporting” issued by the Institute of Chartered Accountants of India, are considered as single primary segment.

The Company caters mainly to the needs of the Domestic Market. The export turn over is not significant in the context of the total turn over. As such there are no reportable geographical segments.

34. The Previous year figures have been regrouped/rearranged whenever necessary to make them comparable with the current year figures.

35. Figures in brackets in these notes are in respect of the previous year.

Signature to Note ‘1’ to ‘35’As per our Report of even date attached. For and on behalf of the Board

For JAYANTILAL THAKKAR & CO. Chartered Accountants, VINOD PODDAR RAHUL PODDAR MANAGING DIRECTOR EXECUTIVE DIRECTOR C.V.THAKKER Partner. UMESH LATHI Mumbai, 30th May 2014 WHOLE TIME DIRECTOR

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Proxy FormGOVIND RUBBER LIMITED

Regd. Office: 418, Creative Industrial Estate, 72, N. M. Joshi Marg, Lower Parel, Mumbai - 400 011.

ATTENDANCE SLIPTwenty Ninth Annual General Meeting

I/We hereby record my/our presence at the 29th Annual General Meeting of the Company to be held at Nehru Centre, Hall of Harmony, Dr. Annie Besant Road, Worli, Mumbai - 400 018 on Tuesday, the 19th August, 2014.

Name of the Shareholder / Proxy Signature of the (IN BLOCK LETTERS) Shareholder / Proxy

Address of Shareholder : ______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

Client ID* : L.F. No.:

DP ID : No. of Shares held:

* (Applicable for shareholders holding shares in dematerialized form)

FORM OF PROXY(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management & Administration) Rules, 2014)

Twenty Ninth Annual General Meeting

Name of the member(s) :

Registered Address :

Client ID* : L.F. No.:

DP ID : No. of Shares held:

I/We, being the member(s) holding ________________________ Shares of Zee Learn Limited, hereby appoint:

1. Name: ______________________________________________ E-mail ID: _____________________________________

Address: __________________________________________________________________________________________

___________________________________________________________________________________________________

Signature: _______________________ or failing him.

2. Name: ______________________________________________ E-mail ID: _____________________________________

Address: __________________________________________________________________________________________

___________________________________________________________________________________________________


3. Name: ______________________________________________ E-mail ID: _____________________________________

Address: __________________________________________________________________________________________

___________________________________________________________________________________________________


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as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 29th Annual General Meeting of the Company to be held at Nehru Centre, Hall of Harmony, Dr. Annie Besant Road, Worli, Mumbai - 400 018 on Tuesday, the19th August, 2014 at 11.00 a.m. and at any adjournment thereof in respect of such resolutions as are indicated below:

I wish my above proxy to vote in the manner as indicated in the box below :

Resolutions For Against

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Shri Rahul Vinod Poddar (DIN 2232117) who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint Auditors of the Company and to fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification (s), the following resolution as an Ordinary Resolution.

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

6. To consider and, if thought fit, to pass with or without modifications, the following resolution as a Special Resolution.

7. To consider and, if thought fit, to pass with or without modifications, the following resolution as an ordinary resolution.

Signed this ................................. day of .............................. 2014. Signature of Shareholder

Signature of First Signature of Second Signature of Third Proxy holder Proxy holder Proxy holder

Notes:1. This form in order to be effective should be duly completed and deposited at the Registered Office of the Company

at Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai - 400 018, not less than 48 hours before the commencement of the Meeting.

2. A proxy need not be a member of the Company.3. Aperson can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than

10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

4. This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/ she thinks appropriate.

5. Appointing a proxy does not prevent a memberfrom attending the meeting in person if he/she so wishes.6. In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders

should be stated.

Proxy Form

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