lord ganesh temple at ludhiana plant ganesh temple at ludhiana plant 1 govind Rubber Limited NOTICE is hereby given that the Thirty Second Annual General Meeting of the Members of

CONTENTS

Notice .....................................................................................1-3

Directors' Report ...................................................................4-29

Auditors’ Report ..................................................................30-33

Balance Sheet ......................................................................... 34

Statement of Profit & Loss ....................................................... 35

Cash Flow Statement .............................................................. 36

Notes on Financial Statements...........................................37-49

BOARD OF DIRECTORS

VINOD PODDAR Executive Chairman

RAHUL PODDAR Vice-Chairman & Managing Director

UMESH LATHI Whole time Director & Chief Financial Officer(Upto 8th July, 2016)

SANJIV RUNGTA Independent Director

SANDEEP JHUNJHUNWALA Independent Director

KUMUD MANSETA Independent Director

SAJJAN BAWRIChief Financial Officer(w.e.f. 10th September, 2016)

KESHAV PUROHITCompany Secretary

AUDITORSM/s. JAYANTILAL THAKKAR & CO.Chartered Accountants

BANKERS

CENTRAL BANK OF INDIASTATE BANK OF INDIABANK OF BARODAINDIAN OVERSEAS BANK

REGISTERED OFFICE

418, Creative Indl. Estate72, N.M.Joshi MargLower ParelMumbai- 400 011

WORKSa) V.P.O. Jugiana, G.T.Road, Ludhiana, Punjab – 141 120.

b) Kanganwal Road, V.P.O. Jugiana, G.T.Road, Ludhiana, Punjab – 141 120.

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NOTICE is hereby given that the Thirty Second Annual General Meeting of the Members of Govind Rubber Limited will be held on Wednesday, the 06th September, 2017 at 11.00 a.m. at Damodar Hall, N. M. Joshi Vidhya Sankul, Dr. B. A. Road, Parel, Mumbai-400012 to transact the following business :ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Financial

Statements for the Financial Year ended on 31st March, 2017 and the Reports of the Board of Directors and the Auditors thereon.

2. ToappointStatutoryAuditorsoftheCompanyandtofixtheirremuneration.

“RESOLVED THAT pursuant to the provisions of Sections 139 to 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors)Rules,2014(includinganystatutorymodification(s)or re-enactment thereof, for the time being in force), the Company hereby appoint M/s Songira & Associates, Chartered Accountants, Mumbai, (Firm Registration Number 128085W), in the place of retiring auditor M/s. Jayantilal Thakkar & Co, as the Statutory Auditors of the Company toholdoffice fromtheconclusionof thisAnnualGeneral Meeting until the conclusion of the Annual General Meeting of the Company to be convened in the year 2022 on such remuneration as may be determined by the Board of Directors/Audit Committee in consultation with the Statutory Auditors.”

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take allsuchstepsasmaybenecessary,properorexpedienttogive effect to this resolution.”

SPECIAL BUSINESS:3. To consider and, if thought fit, to pass with or without

modifications, the following resolution as an OrdinaryResolution.

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2015 (including any statutorymodification(s) or re-enactment(s) thereof, for the time being in force, M/s K G Goyal & Associates, Cost Accountants, (Firm Registration Number 00024), appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company, be paid a remuneration, for the Financial Year ending March 31, 2018, amounting to ` 35,000/- (Rupees Thirty Five Thousand only) plus service tax/GST asapplicable and re-imbursement of out of pocket expensesincurred by them in connection with the aforesaid audit.”

For and on behalf of the Board

VINOD PODDARPlace:Mumbai ExecutiveChairmanDate: 30th May, 2017 DIN: 00182629

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 02.09.2017 to 06.09.217 (both days inclusive) for the purpose of Annual General Meeting for the financial year ended 31st March, 2017.

3. Members desirous of obtaining any information concerning theAccountsandOperationsoftheCompanyarerequestedto address their queries to the Compliance officer at theRegisteredOffice of theCompany, so as to reach him atleast seven days before the date of Meeting.

4. Members/ProxiesattendingtheMeetingarerequestedtobringtheirAttendanceSlip,sentherewith,dulyfilledinandalso 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 ofnames 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 2017-18.

7. TheExplanatoryStatementpursuanttoSection102oftheCompanies Act, 2013, which sets out details relating to SpecialBusinessattheMeeting,isannexedhereto.

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

9. The Securities and Exchange Board of India (SEBI) hasmandated the submission of Permanent Account Number (PAN) by every participant in securities market. The Members holding shares in electronic form are, therefore, requestedtosubmitthePANtotheirDepositoryParticipantswith whom they are maintaining their Demat accounts and the Members holding shares in physical form can submit their PAN details to the Company or Registrar.

gOVIND RUBBER LIMITEDRegd.Office:418,CreativeIndustrialEstate,72,N.M.JoshiMarg,LowerParel,Mumbai–400011

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

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10. Details under SEBI Regulation 25 (LODR), Regulations,2015with theStockExchange in respect of theDirectorsseeking appointment/re-appointment at the Annual General Meeting is not furnished as no director is being appointed/reappointed at the Annual General Meeting

11. Electronic copy of the Notice of the 32nd Annual General Meeting of the Company inter alia indicating the process and manner of e-voting alongwith AttendanceSlip andProxyForm is being sent to all the Members whose email IDs are registered with the Company/Depository Participants(s) for communicationpurposesunlessanyMemberhasrequestedfor a hard copy of the same. The Members who have not registeredtheiremailaddress,sofararerequiredtoregistertheir email address for receiving all communication including Annual Report, Notices circular etc, from the Company electronically. The physical copies of the Notice of the 32nd Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance SlipandProxyFormisbeingsentinthepermittedmode.

12. Members may also note that the Notice of the 32nd Annual General Meeting and the Annual Report for financialyear 2016-2017 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 inspectionduring normal business hours on working days. Even after registering for e-communication, Members are entitled to receive such communication in physical form, upon making arequestforthesame,bypost,freeofcost.

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

14. Membersare requested to kindlynotify changes includingemail address, if any, in their address and write for all correspondence relating to share department; to the Company’s Registrar & Transfer Agent, M/s. LINK INTIME INDIA PVT LTD.(Unit: Govind Rubber Limited) C-101, 247 Park, L.B.S.Marg, Vikhroli (W), Mumbai- 400 083.

Email: [email protected]. PROCEDURE FOR E-VOTINg THROUgH ELECTRONIC

MEANS I. In compliance with provisions of Section 108 of the

Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and SEBI Regulation44(LODR),Regulations,2015,theCompanyispleasedtoprovideMembersfacilitytoexercisetheirright to vote on resolutions proposed to be considered at the Annual General Meeting (AGM by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the Members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and the Members attending

the Meeting who have not cast their vote by remote e-voting shall be able to exercise their right at theMeeting through ballot paper.

III. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 02nd September, 2017 at 9:00 am and ends on 05th September, 2017 at 5:00 pm. During this period Members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 30.08.2017, may cast their vote by remote e-voting. The remote e-voting module shall be disabledbyNSDLforvotingthereafter.Oncethevoteon a resolution is cast by the Member, the Member shall notbeallowedtochangeitsubsequently.

V. The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)] :

(i) Open email and open PDF file viz; “remotee-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your userID and password/PIN for remote e-voting. Please note that the password is an initial password. You will not receive this PDF file if you are alreadyregistered with NSDL for e-voting then you can useyourexistingpasswordforcastingthevote.Ifyou have forgotten your password, you can reset your password by using “Forget User Details / Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free No.: 1800-222-990.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login (iv) Put user ID and password as initial password/PIN

noted in step (i) above. Click Login. (v) Password change menu appears. Change the

password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep yourpasswordconfidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select “EVEN” of “Govind Rubber Limited”. (viii) Now you are ready for remote e-voting as Cast

Vote page opens. (ix) Cast your vote by selecting appropriate option

and click on “Submit” and also “Confirm” whenprompted.

(x) Upon confirmation, the message “Vote castsuccessfully” will be displayed.

(xi) Onceyouhavevotedontheresolution,youwillnotbe allowed to modify your vote.

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(xii) Institutional shareholders (i.e. other thanindividuals, HUF, NRI etc.) are required to sendscanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of AGM [for Members whose email IDs are not registered with the Company/Depository Participants(s) orrequestingphysicalcopy]:

(i) Initial password is provided as below at the bottom of the Attendance Slip/Ballot Form for the AGM :

EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii)above,tocastvote.

VI. In caseof anyqueries, youmay refer theFrequentlyAsked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID andpassword/PIN for casting your vote.

VIII. You can also update your mobile number and e-mail id intheuserprofiledetailsofthefoliowhichmaybeusedfor sending future communication(s).

IX. The voting rights of Members shall be in proportion to theirsharesof thepaidupequitysharecapitalof theCompany as on the cut-off date of 30.08.2017.

X. Anyperson,whoacquiressharesoftheCompanyandbecomes Member of the Company after 04.08.2017.i.e. the date considered for dispatch of the notice and holding shares as of the cut-off date i.e., may obtain the login ID and password by sending a request [email protected] or [email protected].

XI. A Member may participate in the AGM even after exercisinghisrighttovotethroughremotee-votingbutshall not be allowed to vote again at the AGM.

XII. A person, whose name is recorded in the Register of Members or in the register of beneficial ownersmaintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

XIII. Mr. Prabhat Maheshwari, Partner, GMJ & Associates, Company Secretaries (Membership No. 2405), has been appointed as Scrutinizer for providing facility to the Members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

XIV. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those Members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

XV. The Scrutinizer shall after the conclusion of voting at theGeneralMeeting,will first count thevotescastatthe Meeting and there after unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

XVI. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company i.e. grltires.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to Stock Exchanges where the shares of the Company arelisted.

ANNEXURE TO NOTICE:Statement pursuant to Section 102(1) of the Companies Act, 2013 for the Item Nos. 3 of the accompanying notice is as under:-Item No.3:– 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 Companyforthefinancialyearended31st March’ 2018.In accordance with the provisions of section 148 of the Act read with the Company’s (audit and auditors) Rules, 2015 the remunerationpayabletotheCostAuditorshastoberatifiedbythe Shareholders of the Company.

Accordingly, consent of the Members is sought for passing an OrdinaryResolution as set out at ItemNo. 3 of theNotice forratificationoftheremunerationpayabletothecostauditorsforthefinancialyearended31st March’ 2018.

None of the Directors / Key Managerial Personnel of the Company/ their relatives is, in any way concerned or interested, financiallyorotherwiseintheresolutionsetoutatitemNo.3ofthe Notice.

TheBoardrecommendstheOrdinaryResolutionsetoutatItemNo. 3 of the Notice for approval by the Shareholders.

For and on behalf of the Board of Directors


Please address all correspondence relating to this matter to:M/S. LINK INTIME INDIA PRIVATE LIMITEDUnit:-Govind Rubber LimitedC-101, 247 ParkLBS Marg, Vikhroli (W)Mumbai–400083Tel: 022-6772 0300/400Fax:022-28591568E-mail: [email protected]

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DIRECTORS' REPORTToThe Members,Govind Rubber Limited

Your Directors have pleasure in presenting the 32nd Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2017.

FINANCIAL RESULTS/PERFORMANCE:

` In LakhsParticulars 2016-17 2015-16SalesandOperationalIncome(Gross) 21618 33024OtherIncome 48 37TOTALINCOME 21666 33061NetProfit/(Loss)beforedep.andtax (941) 345Depreciation 342 327ProfitbeforeTax (1283) 18TaxExpenses 372 (5)Profit/(Loss)afterTax (911) 13Balance brought forward (2966) (2979)Balance carried forward to Balance Sheet (3877) (2966)

REVIEW OF OPERATIONS:

YourCompanyhasachievedaGrossTurnoverandOperationalIncome of `21,618 Lakhs as compared to `33,024 Lakhs in the previousyear.TheNetLossbeforedepreciationandtaxis`941 LakhsascomparedtoNetprofitsbeforedepreciationandtaxof`345 Lakhs in the previous year. The Net Loss for the year stood at `911LakhsascomparedtoProfitof`13 Lakhs in the previous year.

Your Company is undertaking various efforts to increase the revenue and cost rationalization measures to improve bottom-line of the Company.

DIVIDEND AND RESERVES:

As the company has incurred losses for the current financialyear, the Board of Directors does not recommend any payment of Dividend for the year under review.

During the year under review, no amount was transferred to General Reserve.

NATURE OF BUSINESS:

During the year, there was no change in the nature of the Business.

SHARE CAPITAL:

ThepaidupequitysharecapitalasatMarch31,2017stoodat`21.84 Crores divided into 2,18,38,463 Equity shares, havingface value of `10/- each fully paid up. During the year under review, the company has not issued shares with differential voting rightsnorhasgrantedanystockoptionsorsweatequityshares.As on March, 31 2017 none of the Directors of the company hold instrumentsconvertibleintoequitysharesoftheCompany.

OUTLOOK:

YourCompanyisstrivinghardtocomeoutofadversefinancialsituation, facing since long. The Company is adopting different strategy to boost its sales and also focusing to reduce the financialcostandconcernrelatingtoworkingcapitalshortfallandoperationalcostisaddressedbyadoptingvariousnewtechniquesand methods to improve overall financial performance. Thedemand for standard product from overseas buyers is strong and which are always of good margin and therefore your Company is expectingbetterperformanceinthecurrentfinancialyear.

AUDITORS AND AUDITORS REPORT:

M/s Jayantilal Thakkar & Co. Chartered Accountants (Firm RegistrationNo.104133W)werefirstauditorssinceincorporationofthecompany;currentlytheyareholdingofficeoftheauditorsup to the conclusion of the 32nd AGM.

As per second proviso to Section 139(2) of the Companies Act, 2013, (the Act), a transition period of three years from the commencement of the Act is provided to appoint a new auditor if the existing auditor’s firm has completed two terms of fiveconsecutive years.

Accordingly,asperthesaidrequirementoftheAct,M/sSongira& Associates, Chartered Accountants (Firm Registration No. 128085W) are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of 32nd AGM till the conclusion of the 37thAGM,subjecttoratificationbyshareholdersevery year, as may be applicable, in place of M/s Jayantilal Thakkar & Co. Chartered Accountants.

M/s. Songira & Associates, Chartered Accountants, have consented to the said appointment and confirmed that theirappointment,ifmade,wouldbewithinthelimitsspecifiedunderSection 141(3)(g) of theAct. They have further confirmed thattheyarenotdisqualifiedtobeappointedasstatutoryauditor interms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Songira & Associates, Chartered Accountants, as statutory auditors of the Company from the conclusion of the 32ndAGM till the conclusion of 37thAGM, to the shareholders.

COST AUDITORS:

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2015 the Board of Directors of the Company has appointed M/s. K.G Goyal & Associates as Cost Auditors of the Company to conduct the cost Auditforthefinancialyear2017-18.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. GMJ & Associates, Company Secretaries to undertake the

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Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-A. The Secretarial Reportcontains a qualificationwith respect to theComposition of theBoard

BOARD’S COMMENTS ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS IN THE AUDITORS REPORT:

The Secretarial Report contains a qualification with respect tothe Composition of the Board. The Company was looking for suitable candidates for the position of the Independent Directors and eventually Ms. Kumud Manseta and Mr. Sanjiv Rungta were inducted in Board as Independent Directors w.e.f 16th May, 2016.

CORPORATE gOVERNANCE REPORT AND MANAgEMENT DISCUSSION AND ANALYSIS (MDA):

The Company adheres to the requirements set out by theSecuritiesandExchangeBoardofIndia’sCorporateGovernancepractices and have implemented all the stipulations prescribed. The Company has implemented several best corporate Governance Practices.

The Corporate Governance and Management & Analysis Report, which form an integral part of this Report, are set out as separate AnnexureB&C,togetherwiththeCertificatefromthePracticisingCompany Secretaries of the Company regarding compliance with therequirementsofCorporateGovernanceasstipulatedinSEBI(LODR)Regulations,2015.

JOINT VENTURE:

To mark its global presence and cater the different geographies, the Company has a Joint Venture – GK Company Limited, inSouthKorea.DuetounavailabilityofthefinancialstatementsofJoint Venture with G K Company Ltd. South Korea, the Company is unable to comment on the same; however non-inclusion will not haveanymaterialimpactonfinancialstatementsofCompany.

CONSOLIDATED FINANCIAL STATEMENT:

TheCompanyhasnotpreparedconsolidatedfinancialstatementsduetounavailabilityofthefinancialstatementsofitsJointVenturewith GK Company Ltd. - South Korea, for the year under review. However this non-inclusion will not have any material impact on Financial Statements of the company.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderlyandefficientconductofitsbusiness,includingadherenceto the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliablefinancialdisclosures.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, yourDirectorsmake the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanationrelatingtomaterialdepartures;

(b) 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 endofthefinancialyearandofthelossofthecompanyforthat period;

(c) the directors had taken proper and sufficient care for themaintenanceofadequateaccountingrecordsinaccordancewith the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) thedirectors,hadlaiddowninternalfinancialcontrolstobefollowed by the company and that such internal financialcontrolsareadequateandwereoperatingeffectively;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystemswereadequateandoperatingeffectively.

STATEMENT ON DECLARATION gIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) ofthe Companies Act, 2013 stating that they meet the criteria of independence as provided in subsection(6).

EXTRACT OF ANNUAL RETURN:

Thedetails formingpart of theextract of theAnnualReturn inFormMGT-9,asrequiredundersection92oftheCompaniesAct,2013,isincludedinthisreportasAnnexure-D

DIRECTORS AND KEY MANAgERIAL PERSONNEL:

The Board made the following appointments/re-appointments based on the recommendations of the Nomination and Remuneration committee:

The Company has appointed Mr. Sanjiv Rungta and Ms. Kumud Manseta as Additional Director (Independent) w.e.f. 16.05.2016 to hold theOffice up to conclusion of the 31st Annual General Meeting held on 12.09.2016. The Company in the said Annual General Meeting appointed them as Independent Directors for the terms of 5 consecutive years commencing from the said Annual General Meeting dt. 12.09.2016. Mr. Vinod Poddar was re-designated by theBoard asExecutiveChairmanw.e.f.16.05.2016

Mr. Yash Rungta and Mrs. Darshika Poddar have resigned w.e.f. 16.05.2016 and 22.04.2016 respectively from the Board of Directors of the Company. Mr. Umesh Lathi, Whole time director & CFO has resigned w.e.f 08.07.2016. The Board places onrecord its appreciation for the service rendered by them during their tenure with the Company.

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The Company has appointed Mr.Sajjan kumar Bawri as Chief FinancialOfficeroftheCompanyw.e.f.10.09.2016.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (ListingObligationsandDisclosuresRequirements)Regulations,2015, the performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors in their separate Meeting who also reviewed the performance of the Board as whole.

The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities,Board Structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board / Committee Meetings and guidance / support to the management outside Board /Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members.

Evaluation of Independent Directors was done by the entire Board.

FAMILIARIZATION PROgRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization program are available on our website (www.grltires.com/investor-relation.html).

NUMBER OF METINgS OF THE BOARD:

DuringtheyearendedMarch,312017,SixBoardMeetingswereheld.

The Details of the number of Meetings of the Board held during the Financial Year 2016-17 forms part of the Corporate Governance Report.

VIgIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015, includes an Ethics & Compliance Task Force comprising seniorexecutivesof theCompany.Thedetailsof thePolicyonVigilMechanismandWhistleBlowerPolicy is explained in theCorporate Governance Report and also posted on the website of the Company.

NOMINATION AND REMUNERATION POLICY:

The Board of Directors has re-constituted the Nomination and Remuneration Committee on 16.05.2016. The Nomination and Remuneration committee has framed the Nomination and Remuneration Policy and broad parameters are mentioned in Corporate Governance Report section and also available on our website (www.grltires.com/investor-relation.html).

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financialyearwereatarm’slengthbasisandwereintheordinarycourse of business and the audit committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the audit committee and the Board of Directors. There are no materially significant related partytransactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which mayhaveapotentialconflictwiththeinterestoftheCompanyatlarge. All Related Party Transactions are placed before the Audit Committee and also before the Board for approval and details of relatedpartytransactionisgiveninAnnexureE.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of section 135 of Companies Act, 2013 the company has constituted the Corporate Social Responsibility Committee (CSR).

The Corporate Social Responsibility (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility policy) Rules, 2014issetoutasAnnexureHformingpartofthisReport.

COMPOSITION OF AUDIT COMMITTEE AND OTHER DISCLOSURES:

The Composition of the Audit Committee has been given in Corporate Governance Report.

PARTICULARS OF LOANS, gUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES:

Particular of remuneration paid to the employees as requiredpursuant to Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014arefurnishedinAnnexureG.

Further Rule 5(2) and 5(3) is not given as none of the employees receivesremunerationinexcessofprescribedlimit.

INDIAN ACCOUNTINg STANDARDS (IND AS)

The company has adopted Indian Accounting Standards (Ind As) with effect from 1st April, 2017 pursuant to Ministry of Corporate affairs notification of the Companies (Indian AccountingStandards) Rules, 2015.

DEPOSITORY SERVICES:

The Company’s Equity Shares have been admitted to thedepository mechanism of the National Securities Depository

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Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE011C01015. Shareholders therefore are requested to takefullbenefitofthesameandlodgetheirholdingswithDepositoryParticipants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company’s website www.grltires.com. All the Board Members and Senior Management PersonnelhaveconfirmedcompliancewiththeCode.

PUBLIC DEPOSIT:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and there was no outstanding deposit as on 31st March, 2017.

DETAILS OF SIgNIFICANT AND MATERIAL ORDERS PASSED BY THE REgULATORS OR COURTS OR TRIBUNALS IMPACTINg THE gOINg CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

Therewasnosignificantormaterialorderpassedbyanyregulatoror court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at

Directors' ReportWorkplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was made before the Committee.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company’s policy requiresconduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

PARTICULARS REgARDINg CONSERVATION OF ENERgY, TECHNOLOgY ABSORPTION AND FOREIgN EXCHANgE EARNINgS AND OUTgO:

Informationintermsofrequirementofclause(m)ofSub-Section(3) of Section 134 of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign ExchangeEarningandOutgo, readalongwith theCompanies(Accounts)Rules,2014isgiveninAnnexure-Fofthereport.

LISTINg:

The Securities of the Company is listed on the BSE Ltd. Mumbai.

ACKNOWLEDgEMENT:

Your Directors take this opportunity to place on record their warm appreciation and acknowledge with gratitude the assistance, co-operationand support extended to yourCompanybybankers,clients, employees as well as the investing community and look forward to their continued support.

For and on Behalf of the Board of Directors

Place: Mumbai Vinod Poddar (DIN 00182629)Date : 30.05.2017 Executive Chairman

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To,The Members,govind Rubber Limited418, Creative Industrial Estate,72, N.M. Joshi Marg, Lower Parel,Mumbai - 400 011.We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by govind Rubber Limited (hereinafter called “the company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing ouropinion thereon.Basedonourverificationofthecompany’sbooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbythe company and also the information provided by the Company, its officers, agents and authorized representatives during theconduct of secretarial audit, We hereby report that in our opinion, thecompanyhas,duringtheauditperiodcoveringthefinancialyear ended on 31st March, 2017 complied with the statutory provisions of the applicable acts listed hereunder and also that the Company has proper Board-processes and compliance-mechanisminplacetotheextent,inthemannerandsubjecttothe reporting made hereinafter :Wehaveexaminedthebooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbytheCompany, for the financial year ended on 31st March, 2017 according to the provisions of:i. The Companies Act, 2013 (the Act) and the rules made

thereunder;ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)

and the rules made thereunder;iii. The Depositories Act, 1996 and the Regulations and Bye-

laws framed thereunder;iv. ForeignExchangeManagementAct,1999andtherulesand

regulationsmadethereundertotheextentofForeignDirectInvestmentandOverseasDirectInvestment.

v. The following Regulations and Guidelines prescribed under theSecuritiesandExchangeBoardofIndiaAct,1992(“SEBIAct”);

a. TheSecuritiesandExchangeBoardofIndia(SubstantialAcquisition of Shares and Takeovers) Regulations,2011;

b. TheSecuritiesandExchangeBoardofIndia(Prohibitionof Insider Trading) Regulations, 2015;

c. TheSecuritiesandExchangeBoardofIndia(IssueofCapital and Disclosure Requirements) Regulations,2009;(Not applicable to the Company during the audit period)

d. TheSecuritiesandExchangeBoardofIndia(EmployeeStockOptionSchemeandEmployeeStockPurchaseScheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations, 2014; (Not applicable to theCompany during the audit period)

e. The Securities and Exchange Board of India (Issueand Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)

f. TheSecuritiesandExchangeBoardofIndia(Registrarsto an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. TheSecuritiesandExchangeBoardofIndia(DelistingofEquityShares)Regulations,2009;(Notapplicabletothe Company during the audit period) and

h. TheSecuritiesandExchangeBoardofIndia(Buybackof Securities) Regulations, 1998;(Not applicable to the Company during the audit period)

We further report that the Company has a compliance system inplaceandwehaveexaminedtherelevantdocumentsandrecords on test-check basis with respect to other Acts as applicable which are as under:

vi. Otherapplicableacts: a) The Factories Act, 1948. b) The Industrial Dispute Act,1947. (ID Act) c) TheEqualRemunerationAct,1976. d) The Employees’ Provident Funds and Miscellaneous

Provisions Act, 1952. e) The Payment of Bonus Act, 1965. f) The Payment of Gratuity Act, 1972. g) The Payment of Wages Act, 1936. h) The Child Labour (Prohibition and Regulation) Act,

1986. i) The Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013. j) The Environment (Protection) Act, 1986. k) The Water (Prevention and Control of Pollution) Act,

1974. l) The Air (Prevention and Control of Pollution) Act, 1981. m) The Bombay Shops & Establishment Act, 1948. n) The Central Sales Tax Act, 1956 & other applicable

stateSalesTaxActs. o) TheProfessionalTaxAct,1975. p) TheIncomeTaxAct,1961. q) TheServiceTax(FinanceAct,1994). r) The Water Cess Act, 1977.

ANNEXURE- A TO DIRECTORS’ REPORTFORM NO. MR - 3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

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s) TheMaharashtraValueAddedTax,2002. t) The Sale of Goods Act, 1930. u) The Customs Act, 1962. v) The Negotiable Instrument Act, 1881 w) The Information Technology Act, 2000 x) TheIndianContractAct,1872 We have also examined compliance with the applicable

clauses of the following: i. Secretarial Standards with respect to Board and

General Meetings (SS-1 and SS-2) specified by TheInstitute of Company Secretaries of India;

ii. The Securities and Exchange Board of India (ListingObligationsandDisclosureRequirements)Regulations,2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.We further report that:The Board of Directors of the Company was not duly constituted with respect to proper balance of Executive Directors, Non-Executive Directors and Independent Directors till 15th May, 2016.Adequatenotice isgiventoallDirectors toschedule theBoardMeetings, agenda and detailed notes on agenda were sent at leastsevendaysinadvanceandasystemexistsforseekingandobtaining further information and clarifications on the agenda

items before the Meeting and for meaningful participation at the Meeting.All decisions are carried out unanimously at Board Meetings and Committee Meetings and recorded in the minutes of the Meeting of the Board of Directors or Committees of the Board, as the case may be.Wefurtherreportthatthereareadequatesystemsandprocessesin the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.We further report that during the year under report, the company has not undertaken event/action having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, etc. referred to above.

For gMJ & ASSOCIATESCompany Secretaries

[CS PRABHAT MAHESHWARI]PARTNER

FCS No.: 2405COP No. : 1432

Place: MumbaiDate : 30th May,2017Note: This report is to be read with our letter of even date that is annexedasAnnexureIandformsanintegralpartofthisreport.

To,The Members,govind Rubber Limited418, Creative Industrial Estate,72, N.M. Joshi Marg, Lower Parel,Mumbai - 400 011.Ourreportofevendateistobereadalongwiththisletter.1. Maintenance of secretarial records is the responsibility

of management of the company. Our responsibility is toexpressanopinionon thesesecretarial recordsbasedonour audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correctfactsarereflectedinsecretarialrecords.Webelievethattheprocesses and practices, we followed provide a reasonable basis for our opinion.

3. Wehavenotverifiedthecorrectnessandappropriatenessoffinancialrecordsandbooksofaccountsofthecompany.

4. Wherever required, we have obtained the ManagementRepresentation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of corporate and other applicable laws, rules and regulations, standards is the responsibility of the management. Our examination waslimitedtotheverificationofproceduresontestbasis.

6. The Secretarial Audit Report is neither an assurance as to the futureviabilityof thecompanynorof theefficacyoreffectiveness with which the management has conducted the affairs of the company.

For gMJ & ASSOCIATES Company Secretaries

CS PRABHAT MAHESHWARI]PARTNER

FCS No. : 2405COP No. : 1432

Place: MumbaiDate: 30th May,2017


ANNEXURE I

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ANNEXURE-B TO THE DIRECTORS’ REPORTCORPORATE gOVERNANCEI. 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 remainsfirmin itsvaluesystemthat incorporates 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 : TherehavebeenfiveDirectorsontheBoardoftheCompany.

The Company has a Managing Director & Vice-Chairman, an ExecutiveChairmanandthreeNon-ExecutiveIndependentDirectors including one woman Independent Director. The Independent Directors are professionals, drawn from amongst persons with experience in business & industry,financeandlaw.ThecompositionoftheBoardofDirectorsis in conformity with the requirement of Regulation 17 oftheSEBI(ListingObligationandDisclosureRequirements)Regulations, 2015. During the year under review Board of Directors of the Company was not duly constituted in compliance with Regulation 17 of SEBI (LODR), 2017 till15th May, 2016.

b) Independent Directors : The Non-Executive Independent Directors fulfill the

conditions of Independence specified in Section 149(6)of the Companies Act, 2013 and Rules made there under and requirements SEBI (LODR) Regulations, 2015. Aformal letter of appointment to Independent Directors as provided in the Companies Act, 2013 has been issued. The Company’s Independent Directors meet at least once in every financial year without the presence of ExecutiveDirectorsormanagementpersonnel.Oneseparatemeetingof Independent Directors was held on 27.03.2017 during the year under review.

Number of Board Meetings: TherehavebeensixBoardMeetingsheldduringtheyearas

follows- 16th May’ 2016, 30th May’ 2016, 08th July, 2016, 13th August,

2016, 14th November, 2016 & 14th February’ 2017.c) Composition of Board of 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 ofDirectors

Category Attendance Directorship in other Public

Companies*

Committee positions

Board Meeting

Last AGM

Chairman Member

1 Vinod M. Poddar ExecutiveChairman

5 Yes 1 - -

2 Rahul V. Poddar Managing Director

3 Yes - -

3 Umesh Lathi Whole time Director

2 No 1 - -

4 SandeepJhunjhunwala

Non-Exec-utiveIndepend-ent Director

6 Yes 2 - -

5 Darshika Poddar Non-ExecutiveNon- Inde-pendent Director

Nil No - - -

6 Sanjiv Rungta Non-Exec-utiveIndepend-ent Director

5 Yes 3 2 1

7 Kumud Manseta Non-Exec-utiveIndepend-ent Director

5 No - - -

8 Yash Rungta Non-Exec-utiveIndepend-ent Director

Nil No - - -

* The Directorship held by Directors as mentioned above, do not include Alternate Directorships and Directorships in foreign companies, companies registered under section 25 of the Companies Act, 1956/section 8 of the Companies Act, 2013 and private limited Companies.

** Memberships/ Chairmanships of only Audit Committee and Stakeholders Relationship Committee in all public limited companies have been considered.

Note:I. Ms. Darshika Poddar (DIN 07017325) resigned from the

Board w.e.f. 22.04.2016.II. Mr. Yash Rungta (DIN 07334695) resigned from the Board

w.e.f. 16.05.2016.III. Mr. Umesh Lathi (DIN 01854584) resigned from the Board

w.e.f. 08.07.2016.IV. Mr. Vinod Poddar (DIN 00182629) was re-designated by the

BoardasExecutiveChairmanw.e.f.16.05.2016.V. Ms. Kumud Manseta (DIN 07498385) was inducted in the

Board of Directors of the Company w.e.f. 16.05.2016.VI. Mr. Sanjiv Rungta (DIN 00381643) was inducted in the


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Board of Directors of the Company w.e.f 16.05.2016.d) Familiarization Program for Independent Directors: At the time of appointing a Director, a formal letter of

appointment is being given to the Director, which inter alia explains the role, function, duties and responsibilitiesexpectedfromhim/herasaDirector.TheDirectorsarealsoexplainedindetailtheCompliancerequiredfromthemundertheCompaniesAct,2013,Regulation25oftheSEBI(LODR)Regulations, 2015 and other relevant regulations and affirmationstakenwithrespecttothesame.TheChairmanhas one to one discussion with the newly appointed Directors to familiarize them with the Company’s operations. Independent Directors have free and independent access to the Company’s officials and records, so that they canform independent opinion about the state of affairs of the company.

The details of familiarization program are also available on our website (www.grltires.com/investor-relation.html).

e) Disclosure of relationships between directors inter-se:Name of Directors Relationship between Direc-

tor’s inter-seMr. Vinod Poddar Rahul Poddar - SonMr. Rahul Poddar Vinod Poddar - FatherMs. Kumud Manseta NoneMr. Sanjiv Rungta NoneMr.Sandeep Jhunjhunwala None

III. Audit Committeea) The Audit Committee has been constituted by the Board in

accordance with the terms of Section 177 of the Companies Act, 2013 & Regulation 18 of SEBI (LODR) Regulations,2015 of SEBI.

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

All items as prescribed under the terms of reference of the Audit Committee under Regulation 18 of SEBI (LODR)Regulations, 2015 and Section 177 of the Companies Act, 2013 have been adopted by the Company.

b) Composition, Name of Members and Chairman:- The Audit Committee consists of four Directors as follows; I. Mr. Sandeep Jhunjhunwala (Chairman), II. Ms. Kumud Manseta, III. Mr. Umesh Lathi IV. Mr. Sanjiv Rungta The Company Secretary, Mr. Keshav Purohit, acts as the

Secretary of the Committee OutofthesefourDirectors,Mr.UmeshLathiresignedfrom

the Board of the Company w.e.f. 08.07.2016 and as such there have been three Directors in the Audit Committee. All three are Non- Executive Independent Directors and arehighly knowledgeable in the Corporate Finance, Accounting and the Company law matters. The Statutory Auditors are invited at the Audit Committee Meetings.

The Audit Committee Met four times during the year i.e. on 30th May, 2016, 13th August, 2016, 14th November, 2016 and 14th February, 2017.

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

Sr.No.

Name of Director Designation No. of Meetings entitled to

attend

No. of MeetingsAttended

1. Sandeep Jhunjhunwala Chairman 4 42. Sanjiv Rungta Member 4 33. Umesh Lathi Member 1 14. Kumud Manseta Member 4 4

i. Ms. Kumud Manseta (DIN 07498385) was inducted as Member in Audit Committee w.e.f. 16.05.2016.

ii. Mr. Sanjiv Rungta (DIN 00381643) was inducted as a Member in Audit Committee w.e.f. 16.05.2016.

iii. Mr. Umesh Lathi (DIN 01854584) resigned from the Board of Directors of the Company w.e.f. 08.07.2016.

IV. Joint Venture The Company has a Joint Venture in South Korea.

The Company has not prepared consolidated financialstatementsduetounavailabilityofthefinancialstatementsof its Joint Venture with GK Company Ltd. - South Korea, for the year under review. However this non-inclusion will not have any material impact on Financial Statements of the company.

V. Nomination & Remuneration Committee The policy formulates the criteria for determining

qualifications, competencies, positive attributes andindependencefortheappointmentofadirector(executive/non-executive) and also the criteria for determining theremuneration of the directors, key managerial personnel and other employees.

In pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company has constituted a Nomination & Remuneration Committee of Directors in May’ 2013. The terms of reference of the Committee are in line with Regulation 19 of SEBI (LODR) Regulations,2015 and broadly the terms of reference are to appraise the performanceofManaging/Executive/WholetimeDirectors,determine and recommend to the Board, compensation payable to them, details of which are included in this report.

Further detailed policy on remuneration of Directors, key managerial personnel & senior employees is available on our website. (www.grltires.com/investor-relation.html)

Whenever, there is any deviation from the Policy, the justification/reasonswillbeindicated/disclosedadequately.

The Company pays remuneration to its Chairman and Managing Director by way of Salary, perquisites andallowances. Salary is paid within the range as approved by the Shareholders and as per Schedule V to the Companies Act, 2013. The Board approves all the revisions in salary, perquisites and allowances subject to the overall ceilingprescribed by Section 197 and 198 of the Companies Act, 2013.Non-Executivedirectorsarepaidonlysittingfeesforattending Board and Committee Meetings.

Composition, names of Members and attendance during the year.

The Committee consists of Non-Executive Directors out


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of which two are Independent Directors and one is Non Independent Director.

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 Designation No. of Meetings entitled to

attend

No. of Meetings Attended

01 Sandeep Jhunjhunwala Chairman 02 0202 Yash Rungta Member 01 0003 Darshika Poddar Member 01 0104 Sanjiv Rungta Member 01 0105 Kumud Manseta Member 01 01

i. Mr. Yash Rungta (DIN 07334695) resigned from the Board w.e.f 16.05.2016.

ii. Ms. Darshika Poddar (DIN 07017325) resigned from the Board w.e.f 22.04.2016.

iii. Mr. Sanjiv Rungta has been inducted in the Nomination & Remuneration Committee w.e.f. 16.05.2016.

iv. Ms. Kumud Manseta has been inducted in the Nomination & Remuneration Committee w.e.f. 16.05.2016

The Remuneration Committee met two times during the year 2016-17 i.e. on 20th April, 2016 and 13th August, 2016.Remuneration paid to the Directors during the year 2016-17

Sr.No.

Name of Director Sitting Fees (`)

Salary & Perquisites(`)

Comm-ission

Total (`)

01 Vinod Poddar -- 45.02 -- 45.0202 Rahul Poddar -- 38.00 - 38.0003 Umesh Lathi -- 16.62 -- 16.6204 Sandeep

Jhunjhunwala0.25 -- -- 0.25

05 Darshika Poddar -- -- -- --06 Yash Rungta -- -- -- --07 Sanjiv Rungta 0.20 -- -- 0.2008 Kumud Manseta 0.23 -- -- 0.23

The Company does not have any stock option plans and hence such instrument does not form part of the remuneration package payable to any Executive Director and / or Non-ExecutiveDirector.Pecuniary relationship or transactions of the Non–Executive Directors vis-à-vis the CompanyThe independent Directors do not have any material pecuniary relationship or transactions with the Company, its Directors and its senior management personnel which may affect their independence,exceptfortheSittingfees,drawnforattendingthemeetings of the Board and Committee(s) thereof.Performance evaluation criteria for independent directors:In addition to the parameters laid down for Directors, which shall be common for evaluation to both Independent and Non- executive directors, an Independent director shall also be

evaluated on the following parameters:• Exercise of objective independent judgment in the best

interest of Company;• Ability to contribute to and monitor corporate governance

practice;• Adherencetothecodeofconductforindependentdirectors. Shareholding of Non-Executive Director Non – Executive Directors do not hold any shares in the

Company.VI. Stakeholders’ Relationship Committee The Stakeholders’ Relationship Committee has been

constituted to strengthen the investor relations and to inter-alia, resolve the grievances of security holders pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

Composition of Committee: In pursuant to the provisions of Section 178 (5) of the

Companies Act, 2013, the Stakeholders’ Relationship Committee has been formed by the Company. At present there have been two Directors in the Committee.

The Stakeholders’ Relationship Committee met four times in the year i.e. 30thMay’ 2016, 13thAugust’ 2016, 14thNovember’ 2016 & 14thFebruary’ 2017. The Board has appointed Mr. Keshav Purohit- (Company Secretary) as the Compliance Officer.

Sr. No.

Name Designation No. of Meet-ings entitled to

attend

No. of Meetings Attended

01 Sandeep Jhunjhunwala Chairman 04 0402 Umesh Lathi Member 01 0103 Kumud Manseta Member 04 04

Mr. Umesh Lathi (DIN 01854584) resigned from the Board of Directors of the Company w.e.f.08.07.2016.

During the year under review Company has received 6 shareholders complaints and all the complaints were resolved during the year within prescribed period. No complaint was pending at year end.

VII. Corporate Social Responsibility Committee Company has constituted CSR Committee in the Meeting of

it’s the Board of Directors held on 30th May, 2014. 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 responsibilitypolicy.OneMeetingwasheldduringtheyeari.e. on 14.02.2017.

Composition of Committee and attendance:

Sr. No

Name of Member Designation Attendance

01 Vinod Poddar Chairman 0102 Rahul Poddar Member 0103 Sandeep Jhunjhunwala Member 01


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The Committee’s constitution and terms of reference meet with therequirementoftheCompaniesAct,2013.VIII. general Body MeetingsLocations and time where last three Annual General Meetings of the Company were held:

Financial Year Location Date & Time2015-2016 Nehru Centre, Hall of Harmony

Worli, Mumbai- 400 01812.09.2016 at 11.00 A.M.

2014-2015 Nehru Centre, Hall of HarmonyWorli, Mumbai- 400 018

15.09.2015 at 11.00 A.M.

2013-2014 Nehru Centre, Hall of HarmonyWorli, Mumbai- 400 018

19.08.2014 at 11.00 A.M.

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

Date Matter12.09.2016 •NoSpecialResolution15.09.2015 •AppointmentofExecutiveChairman.

•AppointmentofViceChairman&ManagingDirector.

•AppointmentofWhole-TimeDirector•CreationofCharge180(1)(a)•AdoptionofnewsetofArticlesofAssociation

19.08.2014 Borrowing money 180(1) ( C )

Whether any resolution was proposed to be conducted through postalballot–No.IX. Disclosurea) Related Party transaction: - There were no transactions

of material nature other than reported under “Related Party Disclosures” that have been entered into by the Company with the Promoters, Directors, their relatives and the management and in any Company in which they are interested,thatmayhavepotentialconflictwiththeinterestof the Company.

b) Disclosure of Accounting Treatment: - All accounting standards mandatorily required have been followed inpreparation of financial statements and no deviation hasbeen made in following the same.

c) Risk Management: - Business risk evaluation and management is an ongoing process within the Company.

d) Details of non-compliances, penalties etc. imposed on the Company by SEBI or Stock Exchange or any other statutory authority on any matter related to capital market, during the last three years:-The Company has complied with the requirements of the Stock Exchange,SEBI, and other Statutory Authorities on all matters relating toCapitalMarketsduringthelastthreeyearsexcepttherewasnon-compliancewiththeRegulation17ofSEBI(LODR)Regulation, 2015 from 1st April 2016 to 15th May, 2016.

e) Vigil Mechanism /Whistle Blower Policy: - Pursuant to Section 177 (9) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR)Regulations, 2015, theCompany hasadopted a Vigil Mechanism/Whistle Blower Policy. The Company believes in professionalism, transparency, integrity and ethical behavior and had thus established a ‘Whistle Blower Policy’ to facilitate employees to report concerns of any unethical behavior, actual or suspected fraud or

violation of the Company’s code of conduct or ethics policy. No employee of the company has been denied access to the Audit Committee of the Board of Directors.

f) Web link where policy for determining ‘material’ subsidiaries is disclosed http://www.grltires.com/investor-relation.html

g) Web link where policy on dealing with related party transactions: http://www.grltires.com/investor-relation.html

h) Details of compliance with Mandatory Requirement and adoption of Non Mandatory Requirement of this Clause:-

TheCompanyhascompliedwithallmandatoryrequirementsofSEBI(LODR)Regulations,2015withtheStockExchangeand has implemented the following non mandatory requirements:

1. The Board: Company has regular chairman who presides over the Board Meetings.

2. Shareholders Rights: Presently the company is not sending half yearly communication.

3. Audit Qualification: It is always the company’s endeavor to present unqualified financial statements.There are no audit qualifications in the company’sfinancialstatementfortheyearunderreview.

4. Separate posts of Chairman and CEO: The Company hasseparatepostofChairmanandCEO.

5. Reporting of Internal Auditor: The Internal Auditor is directly reporting to Audit Committee.

X. Disclosure regarding appointment /reappointment of Directors

There has been no appointment/reappointment/regularization seeking shareholder’s approval at ensuing Annual General Meeting.

XI. Disclosure regarding unpaid/ unclaimed dividend There has been no unclaimed dividend to be transferred to

Central Government.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 and uploaded on Company’s website atwww.grltires.com.

No Presentations to any institutional investors or analysts has been made during the Financial Year ended 31st March, 2017.

XIII. general Shareholders Information’sA. Annual general Meeting: a) Date : 06th September, 2017 b) Time : 11.00 a.m. c) Venue : Damodar Hall, N. M. Joshi Vidhya Sankul,

Dr. B. A. Rd., Parel, Mumbai - 400012.B. Financial Results (Tentative) a) 1st Quarter : 2nd Week of Sep, ‘17 b) 2nd Quarter : 2nd Week of Dec, ‘17 c) 3rd Quarter : 2nd Week of Feb, ‘18 d) Audited Yearly Results : 4th Week of May, ‘18


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C. Financial Calendar’ 2017-18 : April,‘17 to Feb, ‘18D. Date of Dividend Payment : NAE. Book Closure Date : 2nd September 2017 to 6th September 2017F. Listing on Stock Exchange : BSE Limited,

Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

g. Annual Listing Fees has been paid to the StockExchangeup to 31.03.2018.H. Stock Code : 509148 ISIN for

NSDL & CDSL : INE011C01015

I. STOCK PRICE DATA FOR THE YEAR 2016-2017 AT BSELTD.,MUMBAI[ASTAKENFROMBSESITE]

Rupees BSE SENSEX

Month High Low Close High Low Close

April 19.00 15.60. 16.80 26101 24523 25607

May 18.25 16.00 16.80 26837 25058 26668

June 19.00 16.10 17.85 27105 25911 27000

July 20.40 17.60 19.30 28240 27034 28052

August 20.50 17.00 18.00 28532 27628 28452

September 21.90 16.30 19.45 29077 27717 27866

October 28.40 19.50 25.90 28478 27488 27930

November 26.95 17.30 22.00 28030 25718 26653

December 24.00 20.10 22.70 26804 25754 26626

January 27.00 22.00 23.25 27980 26447 27656

February 30.00 22.15 28.00 29065 27590 28743

March 40.00 26.40 33.80 29825 28716 29621

J. In case the securities are suspended from trading, reason thereof: The securities of the Company have not been suspended from trading.

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

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

L. Registrar & Transfer Agent Link Intime India Pvt.Ltd. C-101, 247 Park, L.B.S.Marg, Vikhroli (W), Mumbai- 400 083 Tel:-+912249186000,Fax:-+912249186060 Email: - [email protected] [email protected]. Distribution of Shareholding as on 31.03.2017

Range of holding

No. of Share-holders

%age of total Shareholders

No. of Shares held

%age of total Shares

1 to 500 6913 75.66 1410490 6.46

501 to 1000 1021 11.17 881663 4.03

1001 to 5000 912 9.98 2192721 10.05

5001 to 10000 154 1.69 1150575 5.27

10001 & above 137 1.50 16203013 74.19

Total 9137 100.00 21838462 100.00N. Dematerialization of Shares The Company’s shares are compulsorily traded in

dematerialized form. 97.30% shares have been dematerialized as on 31st March, 2017.

O. Outstanding gDRs/ADRs/Warrants/Convertible Instruments and their impact on equity:

Your Company does not have any outstanding GDRs/ADRs/ Warrants/Convertible Instruments as on 31st March, 2017.

P. Commodity price risk or foreign exchange risk and hedging activities:

Not applicable.

Q. Plants Location i) Village&P.O.Jugiana-Pin141120Dist:Ludhiana ii) Kanganwal–Pin141120,Dist.:Ludhiana

R. Address for Correspondence : (for shareholders) Link Intime India Pvt.Ltd. C-101, 247 Park L.B.S.Marg, Vikhroli (W) Mumbai- 400 083 Tel:-+912249186000,Fax:-+912249186060 Email:- [email protected]

[email protected]


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XIV. Code of Conduct The Company has adopted a Code of Conduct for the

Directors, Senior Management Personnel and Employees of the Company. The members of the Board and Senior Management of the Company have submitted their affirmation on compliance with the code for the effectiveperiod. The Declaration by the Managing Director to that effect forms part of this Report.

XV. Management Discussions & Analysis Management Discussion and Analysis Report is given in a

separate section forming part of the Directors’ Report in this Annual Report.


ToThe Board of DirectorsGovind Rubber LimitedMumbai- 400 011

IherebyconfirmthattheCompanyhasinrespectoftheyearended31stMarch,2017,receivedfromitsBoardMembersaswellasSeniorManagementPersonnelaffirmationastocompliancewiththecodeofconduct.

Rahul Poddar Managing DirectorMumbai

30th May, 2017

CEO/CFO CertificationThe Board of DirectorsGovind Rubber LimitedMumbai- 400 011We the undersigned certify to the Board that; a) we have reviewed financial statements and the cash flow

statement for the year ended 31st March, 2017 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 present a true and fair view of the company’s affairs and are in compliance withexistingaccountingstandards,applicablelawandregulations.

b) There are, to the best of our knowledge and belief, no transactionsenteredintobythecompanyduringthequarterwhich are fraudulent, illegal or violates the company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we haveevaluated the effectiveness of internal control systems of the company pertaining to financial reporting and wehave disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internalcontrols, if any, of which we are aware and the steps we havetakenorproposetotaketorectifythesedeficiencies.

XVI. Steps for Prevention of Insider Trading In compliance of the SEBI (Prohibition of Insider Trading

Regulations 2015, the Company has issued comprehensive guidelines advising and cautioning management staff and other relevant business associates on the procedure to be followed while dealing in equity shares of the Company,and disclosure requirements in this regard. Further, incompliance with the requirements of the Regulation 8 &Regulation 9 of the amended SEBI (Prohibition of Insider Trading) Regulations, 2015 read with SEBI Circular dated May 11, 2015; the Board of Directors at its Meeting held on May 15, 2015 formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct to regulate, monitor and report trading by its employees and other connectedpersons.Thesearebeinguploadedontheofficialwebsite of the Company.

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

reportingduringthequarter; (ii) significant changes in accounting policies during the

year and that the same have been disclosed in the notestothefinancialstatements;and

(iii) Instancesofsignificantfraudofwhichwehavebecomeaware and the involvement therein, if any, of the managementoranemployeehavingasignificantroleinthecompany’sinternalcontrolsystemoverfinancialreporting.

Rahul Poddar Managing Director

Sajjan Kumar BawriChief Financial Officer

Mumbai 30th May, 2017

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ANNEXURE-C TO THE DIRECTOR’S REPORTMANAgEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS:The company is engaged in manufacture of bicycle & auto tires and tubes.OVERALL REVIEW:Companyiscommittedtobeaneffectivelowcostsourceofsupply,whilemaintainingtherequiredqualityoftheproduct.Overaperiodoftimewehaveidentifiednewopportunitiesanddevelopedourproductlinebyleveragingtechnology,sothatwecancustomizeourproductstomeettheuniqueneedsofourcustomers.INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:TheCompanyisfollowingaproperandadequatesystemofinternalcontrolsinrespectofallitsactivitiesincludingsafeguardingandprotecting its assets against loss from unauthorized use or disposition. Further all transaction entered into by the company are fully authorized, recorded and reported correctly.FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:YourCompanyhasachievedaGrossTurnoverandOperationalIncomeof̀ 21618 lakhs as compared to ̀ 33024 Lakhs in the previous year.Thenetlossbeforedepreciation&taxis`941 lakhs as compared to `345 lakhs in the previous year. The net loss for the year stood at `911 lakhs as compared to `13 lakhs in the previous year.MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:The relationship with the staff & workers with all levels remained cordial during the year.CAUTIONARY STATEMENT:StatementintheManagementDiscussionandAnalysisdescribingtheCompany’sobjectives,expectations,estimatesorpredictionsmay be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from thoseexpressedinthestatementduetoexternalfactors.ImportantfactorsthatcouldinfluencetheCompany’soperationsincludeglobalanddomesticsupplyanddemandconditionsaffectingsellingpricesoffinishedgoods,inputavailabilityandprices,changesinGovernmentregulations,taxlaws,economicdevelopmentswithinthecountryandotherincidentalfactors.TheCompanyassumesnoresponsibilitytopubliclyamend,modifyorreviseanyforward-lookingstatements,onthebasis,ofanysubsequentdevelopments,events or information.

ANNEXURE-D TO THE DIRECTOR’S REPORTFORM NO. MgT 9

EXTRACT OF ANNUAL RETURNAs on financial year ended on 31.03.2017

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REgISTRATION & OTHER DETAILS:

CIN L25110MH1985PLC036320Registration Date 23.05.1985Name of the Company GOVINDRUBBERLIMITEDCategory/Sub-category of the Company Public Company/ Limited by sharesAddressoftheRegisteredoffice&contactdetails 418, Creative Industrial Estate, 72, N.M. Joshi Marg, Lower

Parel,Mumbai–400011.TelNo.02223095641Whether listed company YesName, Address & contact details of the Registrar & Transfer Agent, if any.

Link Intime India Private LimitedC-101, 247 Park, L.B.S Marg, Vikhroli (West)Mumbai–400083TelNo:+912249186270Fax:+912249186060

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services

NIC Code of the Prod-uct/service

% to total turnover of the company

1 Cycle Tyres & Tubes and Auto Tyres & Tubes 22112 100

III. PARTICULARS OF HOLDINg, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No. Name and address of the company CIN/GLN Holding / Subsidiary / Associate % of shares held Applicable Section1 G K Co. Ltd

497-43, Angok-ro , Hanlim- myeon, Kimhae-si, Kyeongnam, Korea

NA Joint Venture 50 2 (6)


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IV. SHARE HOLDINg PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A. Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year[As on 31-March-2016]

No. of Shares held at the end of the year[As on 31-March-2017]

% Change during

the yearDemat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoter(1) Indiana) Individual/ HUF 11709495 0 11709495 53.62 11709495 0 11709495 53.62 0b) Central Govt 0 0 0 0 0 0 0 0 0c) State Govt(s) 0 0 0 0 0 0 0 0 0d) Bodies Corp. 0 0 0 0 0 0 0 0 0e) Banks / FI 0 0 0 0 0 0 0 0 0f) Any other 0 0 0 0 0 0 0 0 0Total shareholding of Promoter (A) 11709495 0 11709495 53.62 11709495 0 11709495 53.62 0B. Public Shareholding1. Institutionsa) Mutual Funds/UTI 0 9400 9400 0.04 0 9400 9400 0.04 0b) Banks / FI 500 50 550 0.00 500 50 0 0 0c) Central Govt 0 0 0 0 0 0 0 0 0d) State Govt(s) 0 0 0 0 0 0 0 0 0e) Venture Capital Funds 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIs 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others(specify) 0 0 0 0 0 0 0 0 0Sub-total (B)(1):- 500 9450 9950 0.04 500 9450 9950 0.04 02. Non-Institutionsa) Bodies Corp.i) Indian 1123370 0 1123370 5.14 830855 0 830855 3.80 -1.34ii) Overseasb) Individualsi) Individual shareholders holding

nominal share capital upto ` 1 lakh

4925909 482001 5407910 24.76 4465036 476301 4941337 22.62 -2.13

ii) Individual shareholders holding nominalsharecapitalinexcessof `1 lakh

2658433 0 2658433 12.17 2467788 0 2467788 11.30 -0.87

c) Others(specify) 0 0 0 0 0 0 0 0 0Non Resident Indians 60662 700 61362 0.28 92154 700 92854 0.42 0.12OverseasCorporateBodies 0 0 0 0 0 0 0 0 0Foreign Nationals 0 95238 95238 0.44 0 95238 95238 0.44 0Clearing Members 208264 0 208264 0.95 1120250 0 1120250 5.12 4.17Trusts 2500 0 2500 0.01 0 0 0 0 -0.01Foreign Bodies - D R 0 0 0 0 0 0 0 0 0Hindu Undivided Family 561940 0 561940 2.57 570695 0 570695 2.61 0.04Sub-total (B)(2):- 9541078 577939 10119017 46.33 9546778 572239 10119017 46.33 0.00Total Public Shareholding (B)=(B)(1)+ (B)(2)C. Shares held by Custodian for gDRs & ADRs

9541578 587389 10128967 46.38 9547278 581689 10128967 46.38 0

grand Total (A+B+C) 21251073 587389 21838462 100.00 21256773 581689 21838462 100.00 0.00


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B) Shareholding of Promoter-

Sr.No.

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year% change in shareholding

during the year

No. of Shares

% of total Shares

of the company

%of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares

of the company

%of Shares Pledged /

encumbered to total shares

1 Vinod Kumar M Poddar 1510040 6.91 6.92 1510040 6.92 100.00 0.00

2 Rahul V Poddar 2972390 13.61 0.68 2972390 13.61 0.68 0.00

3 Vinod Kumar Poddar HUF 31000 0.14 0.00 31000 0.14 0.00 0.00

4 Sunitadevi Vinodkumar Poddar 7193815 32.94 13.01 7193815 32.94 13.01 0.00

5 Mahabirprasad Arvindkumar HUF 1200 0.01 0.00 1200 0.01 0.00 0.00

6 Rishita Vinodkumar Poddar 1050 0.00 0 1050 0.00 0 0.00

Total 11709495 53.62 38.45 11709495 53.62 38.45 0.00

C) Change in Promoters’ Shareholding (NIL) : D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of gDRs and ADRs):

SN For Each of the Top 10Shareholders

Shareholding at the beginningof the year

Cumulative Shareholding during theyear

No. of shares % of totalshares of thecompany

No. of shares % of totalshares of thecompany

1 B N RATHI SECURITIES LIMITED - BEN A/C

0 0.00 175994 0.80

2 SUPRIYA SUMESH KHANNA 178997 0.81 169012 0.773 TANVI JIGNESH MEHTA 0 0.00 166163 0.764 GUINESS SECURITIES LIMITED 204858 0.93 159178 0.725 BRIJWASI SECURITIES PRIVATE

LIMITED0 0.00 140000 0.64

6 JM FINANCIAL SERVICES LTD. 410 0.00 136499 0.627 HEMANTPRATAPBHAIKOTAK 0 0.00 125000 0.578 BHUMIKACONSULTANCYPVTLTD 41774 0.19 124183 0.569 ANGELBROKINGPRIVATELIMITED. 18132 0.08 103096 0.4710 ANAND RATHI SHARE AND STOCK

BROKERSLIMITED9808 0.04 101772 0.46


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Change in top ten Shareholding:

Date of Transfer

No. of Shares transferred

Shares transferred as a % of total shares of the

company

Cumulative Shareholding

during the year

Cumulative Shareholding as a

% of total shares of the company

Reason for Increase / Decrease

in Shareholding

B N RATHI SECURITIES LIMITED - BEN A/C04.11.2016 119 0.00 119 0.00 PURCHASE25.11.2016 881 0.00 1000 0.00 PURCHASE17.02.2017 3000 0.01 4000 0.02 PURCHASE24.02.2017 82600 0.37 86600 0.39 PURCHASE03.03.2017 27508 0.12 114108 0.52 PURCHASE10.03.2017 -408 0.00 113700 0.52 SALE17.03.2017 10710 0.05 124410 0.57 PURCHASE24.03.2017 53100 0.24 177510 0.81 PURCHASE31.03.2017 -1516 0.00 175994 0.80 SALE

SUPRIYA SUMESH KHANNA10.06.2016 -9985 -0.05 169012 0.77 SALE

TANVI JIGNESH MEHTA24.02.2017 111902 0.51 111902 0.51 PURCHASE03.03.2017 33510 0.15 145412 0.66 PURCHASE10.03.2017 15751 0.07 161163 0.73 PURCHASE17.03.2017 5000 0.02 166163 0.76 PURCHASE

GUINESS SECURITIES LIMITED22.07.2016 15000 0.06 219858 1.00 PURCHASE29.07.2016 500 0.00 220358 1.00 PURCHASE05.08.2016 -500 -0.00 219858 1.00 SALE07.10.2016 -600 -0.00 219258 1.00 SALE14.10.2016 16600 0.07 235858 1.08 PURCHASE21.10.2016 -12011 -0.05 223847 1.02 SALE25.11.2016 -3800 -0.01 220047 1.00 SALE16.12.2016 -6986 -0.03 213061 0.97 SALE13.01.2017 10 0.00 213071 0.97 PURCHASE03.03.2017 15011 0.06 228082 1.04 PURCHASE10.03.2017 100 0.00 228182 1.04 PURCHASE17.03.2017 -20890 -0.09 207292 0.94 SALE24.03.2017 -41453 -0.18 165839 0.75 SALE31.03.2017 -6661 -0.03 159178 0.72 SALE

BRIJWASI SECURITIES PRIVATE LIMITED30.12.2016 60000 0.27 60000 0.27 PURCHASE06.01.2017 40000 0.18 40000 0.45 PURCHASE13.01.2017 50000 0.22 150000 0.68 PURCHASE17.02.2017 20000 0.09 170000 0.77 PURCHASE10.03.2017 -20000 -0.09 150000 0.68 SALE17.03.2017 -10000 -0.04 140000 0.64 SALE24.03.2017 -10000 -0.04 130000 0.59 SALE31.03.2017 10000 0.04 140000 0.64 PURCHASE


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Date of Transfer



company


during the year




in Shareholding

JM FINANCIAL SERVICES LTD17.06.2016 -10 -0.00 400 0.00 SALE08.07.2016 250 0.00 650 0.00 PURCHASE15.07.2016 -250 -0.00 400 0.00 SALE05.08.2016 100 0.00 500 0.00 PURCHASE12.08.2016 10909 0.04 11409 0.05 PURCHASE19.08.2016 -10627 -0.04 782 0.00 SALE26.08.2016 -382 -0.00 400 0.00 SALE09.09.2016 2500 0.01 2900 0.01 PURCHASE16.09.2016 -2200 -0.01 700 0.00 SALE23.09.2016 -300 -0.00 400 0.00 SALE30.09.2016 4650 0.02 5050 0.02 PURCHASE07.10.2016 -3900 -0.01 1150 0.00 SALE14.10.2016 5970 0.02 7120 0.03 PURCHASE21.10.2016 -3220 -0.01 3900 0.01 SALE28.10.2016 1600 0.00 5500 0.02 PURCHASE04.11.2016 -3001 0.01 2499 0.01 SALE11.11.2016 472 0.00 2971 0.01 PURCHASE18.11.2016 -580 -0.00 2391 0.01 SALE25.11.2016 -1094 0.00 1297 0.00 SALE02.12.2016 -897 -0.00 400 0.00 SALE30.12.2016 36000 0.16 36400 0.16 PURCHASE20.01.2017 1000 0.00 37400 0.17 PURCHASE27.01.2017 -397 -0.00 37003 0.16 SALE03.02.2017 -603 -0.00 36400 0.16 SALE17.02.2017 600 0.00 37000 0.16 PURCHASE24.02.2017 -308 -0.00 36692 0.16 SALE03.03.2017 112 0.00 36804 0.16 PURCHASE10.03.2017 107176 0.49 143980 0.65 PURCHASE17.03.2017 -7980 -0.04 136000 0.62 SALE24.03.2017 999 0.00 136999 0.62 PURCHASE31.03.2017 -500 -0.00 136499 0.62 SALE

HEMANT PRATAPBHAI KOTAK17.03.2017 110740 0.50 110740 0.50 PURCHASE24.03.2017 14260 0.06 125000 0.57 PURCHASE

BHUMIKA CONSULTANCY PVT LTD17.06.2016 58079 0.26 99853 0.45 PURCHASE24.06.2016 -268 -0.00 99585 0.45 SALE30.06.2016 24 0.00 99609 0.45 PURCHASE01.07.2016 -4822 -0.02 94787 0.43 SALE08.07.2016 -4794 -0.02 89993 0.41 SALE15.07.2016 -2600 -0.01 87393 0.40 SALE22.07.2016 -15151 -0.06 72242 0.33 SALE29.07.2016 10535 0.04 82777 0.37 PURCHASE


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Date of Transfer



company


during the year




in Shareholding

05.08.2016 -450 -0.00 82327 0.37 SALE12.08.2016 8456 0.03 90783 0.41 PURCHASE19.08.2016 4571 0.02 95354 0.43 PURCHASE09.09.2016 6700 0.03 102054 0.46 PURCHASE16.09.2016 11057 0.05 113111 0.51 PURCHASE23.09.2016 7148 0.03 120259 0.55 PURCHASE30.09.2016 16385 0.07 136644 0.62 PURCHASE07.10.2016 -6099 -0.02 130545 0.59 SALE14.10.2016 -24651 -0.11 105894 0.48 SALE21.10.2016 6702 0.03 112596 0.51 SALE28.10.2016 15309 0.07 127905 0.58 PURCHASE04.11.2016 8612 0.03 136517 0.62 PURCHASE11.11.2016 12762 0.05 149279 0.68 PURCHASE18.11.2016 -2050 -0.00 147229 0.67 SALE25.11.2016 1192 0.00 148421 0.67 PURCHASE02.12.2016 -1398 -0.00 147023 0.67 SALE09.12.2016 3033 0.01 150056 0.68 PURCHASE16.12.2016 -2981 -0.01 147075 0.67 SALE23.12.2016 -8000 -0.03 139075 0.63 SALE30.12.2016 8105 0.03 147180 0.67 PURCHASE06.01.2017 -2619 -0.01 144561 0.66 SALE13.01.2017 -16244 -0.07 128317 0.58 SALE20.01.2017 6081 0.02 134398 0.61 PURCHASE27.01.2017 -1198 -0.00 133200 0.60 SALE03.02.2017 5550 -0.02 138750 0.63 SALE10.02.2017 3034 0.01 141784 0.64 PURCHASE17.02.2017 -2180 -0.00 139604 0.63 SALE24.02.2017 -9754 -0.04 129850 0.59 SALE03.03.2017 4614 -0.02 134464 0.61 PURCHASE10.03.2017 -25891 -0.11 108573 0.49 SALE17.03.2017 1000 0.00 109573 0.50 PURCHASE24.03.2017 9210 0.04 118783 0.54 PURCHASE31.03.2017 5400 0.02 124183 0.56 PURCHASE

ANGEL BROKING PRIVATE LIMITED17.06.2016 -4366 -0.01 13766 0.06 SALE30.06.2016 5219 0.02 18985 0.08 PURCHASE01.07.2016 -269 -0.00 18716 0.08 SALE08.07.2016 -3393 -0.01 15323 0.07 SALE15.07.2016 -3029 -0.01 12294 0.05 SALE22.07.2016 14171 0.06 26465 0.12 PURCHASE29.07.2016 -2898 -0.01 23567 0.10 SALE05.08.2016 3296 0.01 26863 0.12 PURCHASE12.08.2016 -14156 -0.06 12707 0.05 SALE19.08.2016 1075 0.00 13782 0.06 PURCHASE26.08.2016 -29 -0.00 13753 0.06 SALE02.09.2016 -1799 -0.00 11954 0.05 SALE


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Date of Transfer



company


during the year




in Shareholding

09.09.2016 2800 0.01 14754 0.06 PURCHASE16.09.2016 -726 -0.00 14028 0.06 SALE23.09.2016 4850 0.02 18878 0.08 PURCHASE30.09.2016 -8500 -0.03 10378 0.08 SALE07.10.2016 5321 0.02 15699 0.07 PURCHASE14.10.2016 6877 0.03 22576 0.10 PURCHASE21.10.2016 35084 0.16 57660 0.26 PURCHASE28.10.2016 -9451 -0.04 48209 0.22 SALE04.11.2016 -10762 -0.04 37447 0.17 SALE11.11.2016 -14180 -0.06 23267 0.10 SALE18.11.2016 -1250 -0.00 22017 0.10 SALE25.11.2016 -5100 -0.02 16917 0.07 SALE02.12.2016 -1030 -0.00 15887 0.07 SALE09.12.2016 2140 0.00 18027 0.08 PURCHASE16.12.2016 2305 0.01 20332 0.09 PURCHASE23.12.2016 -7854 -0.03 12478 0.05 SALE30.12.2016 -1880 -0.00 10598 0.04 SALE06.01.2017 -200 -0.00 10398 0.04 SALE13.01.2017 -800 -0.00 9598 0.04 SALE20.01.2017 -975 -0.00 8623 0.03 SALE27.01.2017 9362 0.04 17985 0.08 PURCHASE03.02.2017 -1814 -0.00 16171 0.07 SALE10.02.2017 -4120 -0.01 12051 0.05 SALE17.02.2017 1355 0.00 13406 0.06 PURCHASE24.02.2017 785 0.00 14191 0.06 PURCHASE03.03.2017 -1879 -0.00 12312 0.05 SALE10.03.2017 22656 0.10 34968 0.16 PURCHASE17.03.2017 44851 0.20 79819 0.36 PURCHASE24.03.2017 8923 0.04 88742 0.40 PURCHASE31.03.2017 14354 0.06 103096 0.47 PURCHASE

ANAND RATHI SHARE AND STOCK BROKERS LIMITED17.06.2016 -9032 -0.04 776 0.00 SALE08.07.2016 5711 0.02 6487 0.00 PURCHASE15.07.2016 -2487 -0.01 4000 0.01 SALE22.07.2016 -2998 -0.01 1002 0.00 SALE29.07.2016 16459 0.07 17461 0.08 PURCHASE05.08.2016 -9066 -0.04 8395 0.03 SALE12.08.2016 -1802 -0.00 6593 0.03 SALE19.08.2016 4860 -0.02 11453 0.05 PURCHASE26.08.2016 -10718 -0.04 735 0.00 SALE02.09.2016 253 0.00 988 0.00 PURCHASE09.09.2016 432 0.00 1420 0.00 PURCHASE16.09.2016 -707 -0.00 713 0.00 SALE23.09.2016 2478 0.01 3191 0.00 PURCHASE30.09.2016 529 0.00 3720 0.01 PURCHASE07.10.2016 6074 0.02 9794 0.04 PURCHASE


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Date of Transfer



company


during the year




in Shareholding

14.10.2016 28863 0.13 38657 0.17 PURCHASE21.10.2016 -2471 0.00 36186 0.16 SALE28.10.2016 -34036 0.15 2150 0.00 SALE04.11.2016 -1000 -0.00 1150 0.00 SALE11.11.2016 2309 0.01 3459 0.01 PURCHASE18.11.2016 -1000 0.00 2459 0.01 SALE25.11.2016 -2150 0.00 309 0.00 SALE02.12.2016 900 0.00 1209 0.00 PURCHASE09.12.2016 5200 0.02 6409 0.02 PURCHASE16.12.2016 6229 0.02 12638 0.05 PURCHASE23.12.2016 -12438 -0.05 200 0.00 SALE30.12.2016 -36 -0.00 164 0.00 SALE06.01.2017 -64 -0.00 100 0.00 SALE13.01.2017 5650 0.02 5750 0.02 PURCHASE20.01.2017 3500 0.01 9250 0.04 PURCHASE27.01.2017 -2632 -0.01 6618 0.03 SALE03.02.2017 -5918 -0.02 700 0.00 SALE10.02.2017 -599 -0.00 101 0.00 SALE17.02.2017 8583 0.03 8684 0.03 PURCHASE24.02.2017 -3734 -0.01 4950 0.02 SALE03.03.2017 3726 -0.01 8676 0.03 PURCHASE10.03.2017 112138 0.51 120814 0.55 PURCHASE17.03.2017 -10892 -0.04 109922 0.50 SALE24.03.2017 -4355 -0.01 105567 0.48 SALE31.03.2017 -3795 -0.01 101772 0.46 SALE

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginningof the year

Cumulative Shareholding during the year

No. of shares % of totalshares of the

company

No. of shares % of totalshares of the

company1 At the beginning of the year - - - -

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease(e.g.allotment/transfer/bonus/sweatequityetc.):

- - - -

At the end of the year - - - -

Note: None of the Directors and KMP holds shares of the Company in their personal capacity other than above mentioned in promoters category.


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V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.(` in Lakhs)

Secured Loans excluding deposits

Unsecured Loans Deposits Total

IndebtednessIndebtedness at the beginning of the financial yeari) Principal Amount 7690.19 - 3021.65 10711.84ii) Interest due but not paid 481.03 - - 481.03iii) Interest accrued but not due - - - -

Total (i+ii+iii) 8171.22 - 3021.65 11192.87Change in Indebtedness during the financial year* Addition 976.91 - 5.15 982.06* Reduction - - - -Net Change 976.91 - 5.15 982.06Indebtedness at the end of the financial yeari) Principal Amount 8348.96 - 3026.80 11375.76ii) Interest due but not paid 799.17 - - 799.17iii) Interest accrued but not due - - - -

Total (i+ii+iii) 9148.13 - 3026.80 12174.93

VI. REMUNERATION OF DIRECTORS AND KEY MANAgERIAL PERSONNEL-A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S N.

Particulars of Remuneration Name of MD/WTD/ Manager Total AmountVinod

PoddarRahul

PoddarÜmesh Lathi*

1 Gross salary 45.02 38.00 16.62 99.64(a)Salaryasperprovisionscontainedinsection17(1)oftheIncome-taxAct,1961(b)Valueofperquisitesu/s17(2)Income-taxAct,1961 -- --- --- --(c)Profitsinlieuofsalaryundersection17(3)Income-taxAct,1961 -- --- --- --

2 StockOption -- --- --- --3 SweatEquity -- --- --- --4 Commission

-as%ofprofit - others, specify… -- -- --- --

5 OthersTotal (A) 45.02 38.00 16.62 99.64Ceiling as per the Act 84.00 84.00 84.00 --

*UmeshLathiwasWholeTimeDirector&ChiefFinancialOfficeroftheCompanyandresignedon8th July, 2016.B. Remuneration to other directors

S. No. Particulars of Remuneration Name of Directors Total Amount1 Independent Directors Sanjiv Rungta Sandeep

JhunjhunwalaKumud Manseta

Fee for attending Board & Committee meetings 0.20 0.25 0.23 0.68Commission -- -- -- --Others,pleasespecify -- -- -- --Total (1) 0.20 0.25 0.23 0.68

2 OtherNon-ExecutiveDirectors -- -- -- --Fee for attending board committee meetings -- -- -- --Commission -- -- -- --Others,pleasespecify -- -- -- --Total (2) -- -- -- --Total (B)=(1+2) -- -- -- --Total Managerial Remuneration 0.20 0.25 0.23 0.68OverallCeilingaspertheAct -- -- -- --


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C. REMUNERATION TO KEY MANAgERIAL PERSONNEL OTHER THAN MD/MANAgER/WTD

SN Particulars of Remuneration Key Managerial PersonnelCS CEO CFO* Total

1 Gross salary 4.34 - 12.58 16.92(a)Salaryasperprovisionscontainedinsection17(1)oftheIncome-taxAct,1961 -- -- -- --(b)Valueofperquisitesu/s17(2)Income-taxAct,1961 -- -- -- --(c)Profitsinlieuofsalaryundersection17(3)Income-taxAct,1961 -- -- -- --

2 StockOption -- -- -- --3 SweatEquity -- -- -- --4 Commission -- -- -- --

-as%ofprofit -- -- -- --Others,specify… -- -- -- --

5 Others,pleasespecify -- -- -- --Total 4.34 -- 12.58 16.92

Note:Mr.UmeshLathi resignedw.e.f.8thofJuly,2016asWhole-timeDirectorandChiefFinancialOfficerof theCompanyandremunerationdetailsofMr.UmeshRathiandMD/CEOismentionedinabovepart“VIA.”

*Mr.SajjanKumarBawriwasappointedasChiefFinancialOfficeron10thSeptember,2016.

VII. PENALTIES / PUNISHMENT/ COMPOUNDINg OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give

Details)

A. COMPANYPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil Nil*Compounding Filed petition U/s.

134(8) for violation of Sec. 134(3)(o) read with Sec. 135(5) of then Companies Act, 2013.

Company has made expenditureon CSR activity and filed petitioonbefore NCLT for compounding of violation of Sec. 134(3)(o) read with Sec. 135(5) of then Companies Act, 2013.

Nil NCLT Nil

B. DIRECTORSPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

C. OTHER OFFICERS IN DEFAULTPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil


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ANNEXURE-E TO THE DIRECTOR’S REPORTForm No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis: Nil

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(` Lakhs)

PARTICULARS (1)Name(s) of the related party GRL International LimitedNature of relationship AssociateNature of contracts/arrangements/transactions

Sales/ Commission

Duration of the contracts / arrange-ments/transactions

3 years

Salient terms of the contracts or ar-rangements or transactions includ-ing the value, if anyDate(s) of approval by the Board 30th May, 2014Amount paid as advances, if any: N.A.

For and on behalf of the Board


ANNEXURE- F TO DIRECTORS' REPORT

THE CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION,FOREIGNEXCHANGEEARNINGANDOUTGOPURSUANTTOTHEPROVISIONSOFSECTION134(3)(m)OFTHECOMPANIESACT,2013READWITHTHECOMPANIES(ACCOUNTS)RULES,2014.

A. CONSERVATION OF ENERgY:

a) Energy conservation measures taken:

I. Rice-husk is being used in place of Coal for which special purpose boilers have been installed.

II. MaximumdemandofElectricity isbeing reducedby evenly distributing the loads throughout the day andincreasingefficiencyofPlants&Equipments.

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

The use of rice-husk boilers has resulted in reduction of consumption of energy. However, this also depends on qualityandcostofrice-huskavailable.


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.

2016-2017 2015-2016(A) Power & Fuel Consumption

1) Electricity:a) Purchased:

Units 11934968 1,38,21,801Total Amount (`) 96853077 11,43,65,351Rate/Unit (`) 8.12 8.27

b) Own generationi) Through Diesel Generator:

Units 138167 1,42,402Units per liter of diesel 2.35 2.60Cost/Unit (`) 22.82 18.92

ii) Through SteamTurbine/Generator Nil Nil

2) (a) CoalQuantity (Kgs.) 0 0Amount (`) 0 0`/Kg. 0 0(b) Rice-HuskQuantity (Kgs.) 1,18,58,855 1,69,63,890Amount (`) 4,14,84,910 6,86,96,951`/Kg. 3.50 4.05

(B) Energy Consumption per Unit of Production:Sr.No.

Product 2016-2017 2015-2016Electricity

unitsCoalKgs.

Rice-HuskFirewood

Kgs.

ElectricityUnits

CoalKgs.

Rice-Husk Kgs.

1 Cycle Tyre 0.51 0 0.62 0.48 0 0.5152 Cycle Tube 0.29 0 0.52 0.273 0 0.3863 Auto Tyres 6.57 0 5.70 5.68 0 5.7824 Auto Tubes 0.31 0 0.62 0.43 0 0.428

NOTE: The Companymanufactures a wide range of productsandtheconsumptionofenergywillvarysignificantlydependingupontheactualproductmixfortheperiod.

B. TECHNOLOgY ABSORPTION

e) Efforts made in technology absorption as per form B

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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 nichemarket fordomestic 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

Developmentofnewvarietiesandproductmixtherebyachieving 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 inputs received from our local & foreign customers. The processes were further adapted and innovated to be compatible with the newly acquiredequipment.

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

Improvedprocessefficiency,higherproductquality,costreduction 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,

Developmentsof new markets for products and services and export plans:The Company is one of the largest exporter ofCycle Tyres/Tubes in the country.The Company exports a large quantity to over fiftycountries.

g) Total foreign exchange used & earned:2016-17 2015-16

I. USED (` in Lakhs)i) Import of Raw Materials/Capi-

tal goods 1334.16 1721.03ii) CommissiononExports 43.93 41.89iii) Sales Promotion 51.67 77.84iv) Others 50.80 28.93

Total 1480.56 1869.69II. EARNED (` in Lakhs)

i) ExportsatF.O.B.Value 5420.80 7262.95ii) Reimbursement of Freight and

insurance 97.87 223.02iii) IndirectExports 576.60 817.19

Total 6095.27 8303.16

For and on Behalf of the Board of Directors

VINOD PODDARExecutiveChairman

Place: Mumbai

Dated: 30th May, 2017

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Annexure-gDisclosure pursuant to Rule 5(1) of the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014(i)&(ii)TheratioofremunerationofeachDirectortothemedianremunerationoftheEmployeesoftheCompanyforthefinancialyearandthepercentageincreaseinremunerationofeachDirector,ChiefFinancialOfficer,ChiefExecutiveOfficer,CompanySecretaryorManager,ifany,inthefinancialyear.

Sl No.

Name of the Directors/ Key Managerial Personnel

Ratio to Median Remuneration (times)

Percentage Increase/ Decrease in Remuneration

1 Mr. Vinod Poddar ExecutiveChairman

12.44 -

2 Rahul Poddar Managing Director

10.66 -

3 Umesh Lathi Whole-timeDirector&ChiefFinancialOfficer(upto 08.07.2016)

7.98 -

4 Keshav PurohitCompany Secretary

Not Applicable 41.40

5 Sajjan BawriChiefFinancialOfficer(w.e.f10.09.2016)

Not Applicable -

(ii) Thepercentageincreaseinthemedianremunerationofemployeesinthefinancialyear:16.25%

(iii) The number of permanent employees on the rolls of Company: around 245

(iv) Averagepercentileincreasealreadymadeinthesalariesofemployeesotherthanthemanagerialremunerationandjustificationthereofandpointoutifthereareanyexceptionalcircumstancesforincreaseinthemanagerialremuneration:

The average increase in salaries of employees other than managerial personnel in 2016-17 was 16.25%.

(v) AffirmationthattheremunerationisaspertheremunerationpolicyoftheCompany:

TheBoardofDirectoraffirmsthattheremunerationpaidisaspertheRemunerationPolicyoftheCompany.


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Annexure HCorporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies(Corporate Social Responsibility) Rules, 2014]

1. A brief outline of the Company’s CSR policy:

a. Promoting healthcare including preventive healthcare.

b. Promotion of education including investment in technology in schools.

The Company has framed a CSR policy in compliance with the provisions of the Companies Act, 2013 and the same is uploaded in the Company’s website: http://www.grltires.com/investor-relation.html

2. The Composition of the CSR Committee:

Name Chairman / MemberVINODPODDAR CHAIRMANRAHULPODDAR MEMBER SANDEEP JHUNJHUNWALA MEMBER

3. Averagenetprofitofthecompanyforlastthreefinancialyears2013-14,2014-15&2015-16-NA

4. PrescribedCSRExpenditure(2%percentoftheamountasinitem3above):NA

5. DetailsofCSRspentduringthefinancialyear:

(a) Amount unspent as on 1st April, 2016 (pertaining to F.Y. 2014-15): Rs. 1,86,000/-

(b) Totalamountspentduringthefinancialyear:Rs.1,90,000/-

(c) Amount unspent, if any: Nil

(d) Mannerinwhichtheamountspentduringthefinancialyearisdetailedbelow.

Rs. In Lakhs

Sr.No.

CSR project or activity

identified

Sector in which project

covered

Projects or programs (1) Local area or other (2) Specify the State and

Dist. Where projects or

program was undertaken

Amount outlay

(budget) project or program-

wise

Amount spent on the projects or programs Sub-heads(1) Direct

expenditure on projects or programs

(2) Over- heads

Cumulative exp up to reporting

period

Amount spent : Direct or

through imple- menting agency

1 Promoting Education activity

Education gujrat 1.90 1.90 1.90 All India Social Educational Charitable Trust

6. TheCSRCommitteeconfirmsthattheimplementationandmonitoringoftheCSRpolicyisincompliancewiththeCSRobjectivesand policy of the company.

Vinod Poddar ChairmanofCSRCommittee/ExecutiveChairman

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Auditors' ReportINDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF

GOVIND RUBBER LIMITED

Report on the Standalone Financial StatementsWe have audited the accompanying standalone financial statements of Govind Rubber Limited (“the Company”) which comprises the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, 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 Standalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting

policies used and the reasonableness of the accounting estimates made by the Company’s Directors, 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 on the standalone financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at 31st March, 2017, and its Loss and its 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,

2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2) As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash flow statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

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Auditors' Reportii. The Company did not have any long-term

contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The company has provided requisite disclosures in its financial statements as regards its holding and dealings in Specified bank notes as defined in the Notification S.O 3407(E) dated November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30,

ANNEXURE - A TO INDEPENDENT AUDITORS’ REPORTThe Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2017, we report that:

(i) (a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, some of the fixed assets have been physically verified by the management according to a programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) As explained to us physical verification of inventory has been conducted at reasonable intervals by the management and discrepancies noticed on such physical verification between physical stocks and book records were not material considering the operations of the Company and the same have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to Companies, firms or other parties as covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b), and (c) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013, with respect to loans, investments, guarantees and security made.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit within the meaning of Section 73 to 76 of the Act, and the rules framed thereunder.

2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.

For and on behalf of

JAYANTILAL THAKKAR & CO. Chartered Accountants

(Firm Reg. No. 104133W)

(C. V. THAKKER)Place : MUMBAI PartnerDate : 30TH MAY, 2017 Membership No: 006205

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records have been prescribed under Section 148 (1) of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(vii) (a) According to the records of the Company and the information and explanations given to us, the Company has generally depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income tax, Sales-Tax, Service tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues applicable to it except Rs.4.10 Lakhs, The Company has since paid Rs.4.10 Lakhs out of the above after 31st March 2017 till date.

(b) According to the information and explanations given to us, the dues in respect of Income Tax, Sales Tax, Service Tax, Duty of Customs and Excise Duty and that have not been deposited with the appropriate authorities on account of dispute and the forum where the disputes are pending are given below :-

Sr. No.

Name of the Statute

Nature of dues

Financial Year to which

the matter pertains

Forum where dispute is pending

Amount(Rs. in Lakhs)

1 Central and State Sales Tax Acts

Sales Tax 2001-2002 AETC (Appeal), Ludhiana

0.98



14.38



0.95



0.45

5 Punjab State Electricity Regulatory Commission

Electricity 2008-2009 High Court, Chandigarh

80.76

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(viii) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to banks or financial institutions expect Rs.1029.57 Lakhs payable to Institutions/Banks. The Company has since paid Rs.17.14 Lakhs out of the above after 31st March 2017 till date.

(ix) In our opinion and according to the information and the explanations given to us, the term loans have been applied for the purposes for which they were obtained. Further as per the records, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments).

(x) Based upon the audit procedures performed and to the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.





Annexure - B to the Auditors’ ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)We have audited the internal financial controls over financial reporting of Govind Rubber Limited (“the Company”) as of 31st March, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our

audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material aspects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Auditors' Report

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Meaning of Internal Financial Controls over Financial ReportingA company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material

misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.





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

We have examined the compliance of regulations of Corporate Governance by Govind Rubber Limited (the Company) for the year ended 31st March, 2017 as stipulated in regulations Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The compliance of regulations of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the regulations 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 and the representations made by the Directors and the Management, we certify that the Company has complied with the regulations of Corporate Governance as stipulated in the above mentioned Listing Regulations except that

the Board of Directors of the Company was not duly constituted with respect to proper balance of Executive Directors, Non-Executive Directors and Independent Directors till 15th May, 2016.

We further 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.





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Balance Sheet

BALANCE SHEET AS AT 31ST MARCH, 2017(` in Lakhs)

Particulars Note No. As At 31/03/2017 As At 31/03/2016EQUITY AND LIABILITIESShareholders' FundsShare Capital 2 2,184.18 2,184.18Reserves and Surplus 3 101.99 1,012.78

2,286.17 3,196.96Non-Current LiabilitiesLong-term borrowings 4 1,960.41 1,903.04Other Long term liabilities 5 1,066.39 1,118.61Long term provisions 6 161.21 117.75

3,188.01 3,139.40Current LiabilitiesShort-term borrowings 7 8,348.96 7,690.19Trade payables 8

Total Outstanding dues of micro enterprisesand small enterprises 123.41 141.41Total Outstanding dues of creditors otherthan micro enterprises and small enterprises 6,324.06 7,411.81

Other current liabilities 9 2,936.76 3,470.21Short-term provisions 10 87.46 68.44

17,820.65 18,782.06Total 23,294.83 25,118.42

ASSETSNon-Current AssetsFixed assets

Tangible assets- Property, Plant and Equipment 11 4,063.34 4,296.22Intangible assets 11 8.03 7.45Capital work-in-progress 11 - 4.69Intangible assets under development 11 56.56 -

Non-current investments 12 312.58 312.58Deferred tax assets (net) 27 1,255.62 880.62Long term loans and advances 13 395.05 342.60

6,091.18 5,844.16Current AssetsInventories 14 5,739.55 5,145.93Trade receivables 15 7,939.85 11,241.88Cash and bank balances 16 385.50 289.08Short-term loans and advances 17 3,138.75 2,597.37

17,203.65 19,274.26Total 23,294.83 25,118.42

SIGNIFICANT ACCOUNTING POLICIES 1NOTES FORMING PART OF THE ACCOUNTS 2-51

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

FOR JAYANTILAL THAKKAR & CO. Chartered Accountants RAHUL PODDAR VINOD PODDAR(FRN-104133W) VICE CHAIRMAN & MANAGING EXECUTIVE CHAIRMAN DIRECTOR

C.V.THAKKER KESHAV PUROHIT SAJJAN BAWRI Partner COMPANY SECRETARY CHIEF FINANCIAL OFFICER(M.N.006205)Mumbai : 30th May, 2017

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Statement of Profit & Loss

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2017(` in Lakhs)

Particulars Note No. Current Year Previous YearIncome:Revenue from operations (Gross) 18 20,572.55 29,622.80

Less: Excise duty 36.15 128.27

Revenue from operations (Net) 20,536.40 29,494.53

Other Income 19 48.27 37.47

Total Revenue 20,584.67 29,532.00Expenses:Cost of materials consumed 20 10,613.44 14,104.33

Purchase of stock-in-trade (Refer Note No. 38) 60.39 128.59

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

21 272.00 1,947.57

Employee benefit expenses 22 3,116.76 3,687.63

Finance cost 23 1,718.06 1,906.01

Depreciation and amortization expenses 341.54 326.67

Other expenses 24 5,356.91 7,413.35

Total Expenses 21,479.10 29,514.15Profit/(Loss) before exceptional items and tax (894.43) 17.85Exceptional Items (Refer Note No. 49) 389.00 -

Profit/(Loss) before Tax (1,283.43) 17.85Tax expense:

Current Tax - 3.50

Deferred tax (Refer Note No. 27) (375.00) 4.82

MAT Credit (Refer Note No. 45) - (3.50)

Tax in respect of earlier years 2.36 -

(372.64) 4.82Profit/(Loss) for the year (910.79) 13.03Earning per equity share:

Basic / Diluted earning per share 33 (4.17) 0.06

SIGNIFICANT ACCOUNTING POLICIES 1

NOTES FORMING PART OF THE ACCOUNTS 2-51The 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, 2017(` in Lakhs)

Particulars Current Year Previous Year

A. CASH FLOW FROM OPERATING ACTIVITIESProfit / (Loss) before Exceptional Item & Tax (894.43) 17.85ADJUSTMENTS FOR:Depreciation and amortization 341.54 326.67Loss / (Profit) on Sale of Fixed Assets (2.41) (3.76)Provision for Doubtful Advances - 22.89Interest received (34.28) (27.28)Foreign exchange (gain)/Loss 5.97 112.81Finance Cost 1,718.06 1,906.01

2,028.88 2,337.34OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 1,134.45 2,355.19

Trade and Other Receivables 2,377.76 (188.78)Inventories (593.62) 2,640.74Trade and Other Payables (1,601.04) (1,795.67)

183.10 656.29CASH GENERATED FROM OPERATIONS 1,317.55 3,011.48Direct Taxes Refund / (Paid) (2.27) (3.27)Net Cash From Operating Activities 1,315.28 3,008.21

B. CASH FLOW FROM INVESTING ACTIVITIESPayments towards Capital Expenditures (155.62) (191.54)Sale of Fixed Assets 12.80 5.42Interest received 13.39 34.66Bank balance not considered as cash and cash equivalents (83.45) 95.95Net Cash Used in Investing Activities (212.88) (55.51)

C. CASH FLOW FROM FINANCING ACTIVITIES(Repayment) of / Increase in Long-term Borrowings (342.46) (957.13)(Repayment) of / Increase in Short-term Borrowings 658.77 (472.08)Finance Cost Paid (1,399.77) (1,469.83)Foreign exchange gain /(Loss) (5.97) (112.81)Net Cash Used in Financing Activities (1,089.43) (3,011.85)Net Increase in Cash and Cash Equivalents 12.97 (59.15)Add : Opening Balance of Cash and Cash Equivalents 93.58 152.73Closing Cash and Cash Equivalents 106.55 93.58

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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NotesACCOUNTING POLICIES FORMING PART OF THE ACCOUNTSNote 1: Significant Accounting Policies.1.1 System of Accounting: These financial statements have been prepared to comply

with the Generally Accepted Accounting Principal (Indian GAAP), including the Accounting Standard notified under the relevant provision of the Companies Act, 2013.

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: Tangible Assets- Property, Plant and Equipment. 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.

Project under which assets are not ready for their intended use are disclosed under Capital Work-in-Progress.

Intangible Assets Intangible Assets are stated at cost of acquisition net of

recoverable taxes less accumulated amortization/ depletion and impairment loss, if any. The cost comprises purchase price and any cost directly attributable to bringing the assets to its working condition for the intended use.

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: Tangible Assets- Property, Plant and Equipment. Depreciation on Fixed assets other than leasehold land has

been provided on straight line method based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013.

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 amortized over the duration of lease and proportionate amount of premium written off is being charged to Statement of profit and loss.

Intangible Assets These are amortized over a period of 3 years.

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 realizable

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 recognized on dispatch to customers.

Sales are inclusive of Excise Duty and net of Sales-Tax.

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Notes1.12 Foreign Exchange Transactions: a) Transactions in foreign currencies are accounted for

at 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.

b) Monetary items denominated in foreign currencies at the 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 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: a) Short term employee benefits are recognized as

an expense at the undiscounted amount in the Statement of profit and loss of the year in which the related service is rendered.

b) Post employment and other long term employee benefits 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.

(` in Lakhs) As At

31/03/2017 As At

31/03/2017NOTE 2Share Capital :Authorised2,20,00,000 (P.Y. 2,20,00,000) Equity Shares of Rs.10/- each. 2,200.00 2,200.00

2,200.00 2,200.00Issued2,18,45,038 (P.Y. 2,18,45,038) Equity Shares of Rs. 10/- each fully paid up. 2,184.50 2,184.50

2,184.50 2,184.50Subscribed2,18,38,463 (P.Y. 2,18,38,463) Equity Shares of Rs. 10/- each 2,183.85 2,183.85

2,183.85 2,183.85Paid up2,18,38,463 (P.Y. 2,18,38,463) Equity Shares of Rs. 10/- each 2,183.85 2,183.85Add : Amount paid-up on shares forfeited 0.33 0.33

2,184.18 2,184.18

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NotesOut of the above-i) 50,69,745 Equity shares of Rs. 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) 4,59,474 Equity shares of Rs. 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 31/03/2017 As At 31/03/2016

NAME Number % Number %1) Sunitadevi Vinod kumar Poddar 71,93,815 32.94 71,93,815 32.942) Vinod Kumar M Poddar 15,10,040 6.91 15,10,040 6.913) Rahul V Poddar 29,72,390 13.61 29,72,390 13.61

a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year :

As At 31/03/2017 As At 31/03/2016Number Number

At the beginning of the year 2,18,38,463 2,18,38,463Issued during the year 0 0Outstanding of the year 2,18,38,463 2,18,38,463

b) Terms/rights attached to equity shares :

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

(` in Lakhs) As At

31/03/2017 As At

31/03/2016NOTE 3Reserves 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 1,299.26 1,299.26Statement of Profit and LossOpening Balance (2,966.08) (2,979.11)Add: Net Profit after tax for the year (910.79) 13.03

(3,876.87) (2,966.08) 101.99 1,012.78

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Notes

(` in Lakhs) As At

31/03/2017 As At

31/03/2016NOTE 4Long Term Borrowings- SecuredTerm Loans from- Banks - -- Financial Institution - -

- - - UnsecuredLoan from companies 1,960.41 1,903.04

1,960.41 1,903.04

NOTES :

1) Term Loans from Banks/Financial Institutions are 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) Term Loans from Banks and Financial Institutions as shown above are personally guaranteed by one of the Director.

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

NOTE 5Other Long Term Liabilities (Unsecured) - OthersFrom Agents / Distributors against Security Deposit 1,066.39 1,118.61

1,066.39 1,118.61

NOTE 6Long Term ProvisionsProvisions for Employee Benefits -Gratuity 161.21 117.75

161.21 117.75

NOTE 7Short - Term Borrowings - SecuredWorking capital Loans From Banks1) Cash Credit/ Demand Loan/ Over Draft 7,641.84 6,955.362) Packing credit 359.00 360.033) Bill Discounting 348.12 374.80

8,348.96 7,690.19

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.

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Notes

(` in Lakhs) As At

31/03/2017 As At

31/03/2016NOTE 8Trade PayablesTotal Outstanding dues of micro enterprises and small enterprises 123.41 141.41Total Outstanding dues of creditors other than micro enterprises and small enterprises 6,324.06 7,411.81

6,447.47 7,553.22

NOTE 9Other Current LiabilitiesCurrent maturities of long term debt (Refer Note 4 (1, 2 & 3)) 230.41 578.00Interest accrued but not due on borrowings 0.18 0.03Interest accrued and due on borrowings 799.17 481.03Advance Received from Customer/Agents 214.35 125.08Sundry Creditors for capital Goods 108.30 54.66Other payablesi) Statutory Dues 407.08 339.77ii) Employees Dues 394.91 383.17iii) Bank Balance temporarily overdrawn (as per books) 0.20 11.55iv) Provision for expenses/Other Dues 782.16 1,496.92

2,936.76 3,470.21

NOTE 10Short Term ProvisionsProvision for Employee Benefits-Unavailed Leave 77.25 58.23Others-Provision for Income Tax 10.21 10.21

87.46 68.44

NOTE NO.11 (` in Lakhs) GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS AS AT Additions Sales/ AS AT Upto For the On adjust./ Upto As At As At 01/04/2016 Adjustment 31/03/2017 01/04/2016 Year Sale 31/03/2017 31/03/2017 31/03/2016

TANGIBLE ASSETS- Property, Plant and EquipmentLand (Free Hold) 230.08 - - 230.08 - - - - 230.08 230.08Building 2,998.15 - - 2,998.15 872.64 91.38 - 964.02 2,034.13 2,125.51Plant and Machinery 9,705.31 104.76 31.72 9,778.35 7,898.69 221.08 22.68 8,097.09 1,681.26 1,806.62Electrical Installations 863.55 0.28 12.40 851.43 791.26 10.23 11.78 789.71 61.72 72.29Furniture, Fixtures and 347.58 6.12 - 353.70 314.46 6.79 - 321.25 32.45 33.12Equipments *Vehicles 173.96 3.60 14.04 163.52 145.36 7.77 13.31 139.82 23.70 28.60TOTAL 14,318.63 114.76 58.16 14,375.23 10,022.41 337.25 47.77 10,311.89 4,063.34 4,296.22INTANGIBLE ASSETScomputer Software 9.29 4.87 - 14.16 1.84 4.29 - 6.13 8.03 7.45TOTAL 14,327.92 119.63 58.16 14,389.39 10,024.25 341.54 47.77 10,318.02 4,071.37 4,303.67PREVIOUS YEAR 13,680.32 680.46 32.87 14,327.92 9,728.80 326.67 31.22 10,024.25 4,303.67Capital work-in-progress C.Y. 4.69 - 4.69 - - - - - - 4.69Capital work-in-progress P.Y. 562.83 - 558.14 4.69 - - - - 4.69Intangible assets under development C.Y.

- 56.56 - 56.56 - - - - 56.56 -

Intangible assets under development P.Y.

- - - - - - - - -

*includes office equipments

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(` in Lakhs) As At

31/03/2017 As At

31/03/2016NOTE 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)Trade (Unquoted)-Equity Instrument Investment in Joint Venture69,412 (69,412) Shares of GK Company Limited of 10,000 won each 312.30 312.30

312.58 312.58 Aggregate book value of - Unquoted Investment 312.58 312.58

312.58 312.58

NOTE 13Long Term Loans and AdvancesUnsecured considered goodCapital Advances 80.48 42.73Security Deposits 180.12 174.28Other loans and advances- Duty/Sales Tax paid under protest 40.13 40.13- Advance Tax and Tax deducted at Sources 17.55 17.63- MAT Credit Receivable 39.69 39.69- Others 37.08 28.14

395.05 342.60

NOTE 14Inventories(At Lower of cost and net realizable value)(As taken, valued & certified by the Management)Raw materials 2,169.37 1,454.80Work-In-Progress 538.87 608.91Finished goods 2,766.09 2,922.74Stock in Trade 1.96 47.27Stores & Spares 260.04 102.73Power & Fuel 3.22 9.48

5,739.55 5,145.93

Notes

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(` in Lakhs) As At

31/03/2017 As At

31/03/2016

NOTE 15Trade Receivables (Unsecured)Outstanding for a period exceeding six months-Considered good 791.31 631.75Considered doubtful 84.75 84.75

876.06 716.50Less:- Provision for doubtful receivables 84.75 84.75

791.31 631.75Others considered good 7,148.54 10,610.13

7,939.85 11,241.88

NOTE 16Cash and Bank BalancesCash and Cash equivalentsa) Cash on hand 56.33 59.11b) Balances with banks 50.22 34.47

106.55 93.58Other Bank Balancei) In Margin Money Accounts Pledged with banks towards Margin Money 168.95 85.50ii) Bank deposits more than 12 months maturity (Pledged with Bank) 110.00 110.00

278.95 195.50 385.50 289.08

NOTE 17Short Term Loans and Advances(Unsecured, Considered good otherwise stated) Others : Advances for supply of goods and services- - Considered good 383.33 225.67 - Considered doubtful 22.89 22.89 Less: Provision for doubtful advances 22.89 22.89

383.33 225.67 Loans and advances to employees 44.69 46.42 Prepaid Expenses 21.02 20.12 Service Tax, Vat & Excise Receivable 81.22 72.74 Accrued Interest on Fixed Deposit 40.43 19.54 Others Advances recoverable in cash or kind 2,568.06 2,212.88

3,138.75 2,597.37

Notes

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Notes

(` in Lakhs) Current Year Previous Year

NOTE - 18 :Revenue From OperationsSale of products (Refer Note No. 37) 21,617.77 33,024.11Less : Trade discount, Rebate etc. 1,045.22 3,401.31

20,572.55 29,622.80Less : Excise Duty 36.16 128.27

20,536.40 29,494.53

NOTE -19Other IncomeInterest Received 34.28 27.28Insurance Claim Received 4.34 -Miscellaneous Income 7.24 6.43Profit on Sale of Fixed Asset (Net) 2.41 3.76

48.27 37.47NOTE -20Cost of Material ConsumedRaw Material Consumed (Refer Note No. 39)Opening Stock 1,454.80 2,140.26Add: Purchase during the year 11,328.01 13,418.87

12,782.81 15,559.13Less: Closing Stock 2,169.37 1,454.80

10,613.44 14,104.33NOTE -21Change in Inventories of Finished goods, work-in-progress and stock-in-trade(Refer Note No. 37)Opening Stock Work In Process 608.92 479.25 Stock in Trade 47.27 68.73 Finished Goods 2,922.73 4,978.51

3,578.92 5,526.49Closing Stock Work In Process 538.87 608.92 Stock in Trade 1.96 47.27 Finished Goods 2,766.09 2,922.73

3,306.92 3,578.92 272.00 1,947.57

NOTE -22Employee Benefits ExpenseSalary, Wages, Bonus etc. 2,756.41 3,322.66Contribution to provident and other fund 224.17 291.42Retirement Gratuity 73.17 12.14Employee Welfare Expenses 63.01 61.41

3,116.76 3,687.63

Notes

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Notes

(` in Lakhs) Current Year Previous Year

NOTE -23Finance CostInterest Paid 1,503.68 1,681.10Other Borrowing Cost 214.38 224.91

1,718.06 1,906.01NOTE -24Other Expenses Stores & Spares Consumed 305.68 586.68 Power & Fuel 1,430.00 1,883.86Repairs & Maintenance -Plant & Machinery 62.60 66.04 -Building 0.20 18.12 -Others 0.72 0.67Excise duty on variation of stock of Finished Goods 2.44 (2.78)Insurance Charges 30.32 27.08Foreign Exchange Fluctuation Loss (Net) 5.97 112.81Sundry Balance written off (Net) 0.47 49.27Rents Rates & Taxes 134.99 98.81Legal & Professional Charges 137.14 102.65Printing & Stationery 24.14 28.81Postage & Telephone 43.35 39.92Travelling and Conveyance 254.95 193.67Director Sitting Fees 0.68 0.60Provision for Doubtful advances - 22.89Donation 1.93 1.19Miscellaneous Expenses 128.69 102.72Commission on Sales 74.92 94.09Discount 1,577.55 1,999.97Sales Claims and Other Rebates 269.22 705.44Outward Freight and Octroi 626.75 887.15Advertisement and Sales Promotions 244.20 393.69

5,356.91 7,413.35

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 and Commitments:

i) Contingent Liabilities:

a) Guarantees given by the bankers to various authorities & vendors on behalf of the Company Rs219.37(Rs.153.70 Lakhs).

b) Disputed Sales-tax liabilities not provided for against which Company has filed appeal Rs.8.10 Lakhs (Rs 8.10 Lakhs)

c) Disputed Electricity Liability not provided for against which the Company has filed an appeal with the appropriate authority Rs.113.94 (Rs. 113.94 Lakhs)

d) Claims against the company not acknowledged as debt – Rs. Nil (493.23 Lakhs) (Refer Note No. 49).

ii) Commitments:

Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advance) Rs. NIL (Previous Year Rs. NIL)

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27. Deferred Tax Assets (NET) (` In Lakhs)

A) Deferred Tax Assets 2016-17 2015-16Business Loss/ Unabsorbed Depreciation

1,178.11 788.06

Provision for doubtful debts (to date)

34.92 34.92

Disallowances under section 43B for non-payment of expenses

581.38 562.63

Total A)… 1,794.41 1,385.61B) Deferred Tax Liabilities

Difference between accounting and tax depreciation (Cumulative)

538.79 504.99

Total B)… 538.79 504.99Net Deferred Tax Assets (A-B) 1,255.62 880.62

28. The Gross Block of Fixed Assets includes Rs.225.81 Lakhs (Previous Year Rs.225.81 Lakhs) 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) The Company enters into forward contracts to offset foreign

currency risk arising from the amount denominated in the currencies other than the Indian Rupee. The counter party to such forward contract is bank. These contacts are entered into to hedge the foreign currency risk on outstandings. Details of foreign contracts outstanding as at the yearend:

Currency

Exposure to buy / Sell

As at the year endINR Foreign

Currency US Dollars Sell

558.14 8.00

(1,579.04) (22.54)Euro Sell

- -

(406.63) (5.08) b) Net exchange difference in respect of forward contracts

to be credited-debited in subsequent accounting year amounts to credit Rs. 10.66Lakhs (credit Rs.12.13Lakhs).

c) Foreign currency exposure at the year end not hedged by derivative instruments. (` In Lakhs)

Current Year

Previous Year

Receivable against export of goods and service

US Dollar 278.80 - Euro 221.10 - Payable against import of goods and services

US Dollar 341.24 508.30 Euro - 3.17

30. 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 Lakhs)

Current Year Previous YearEmployer’s Contribution to Superannuation Fund

- -

Employer’s Contribution to Provident Fund

140.48 198.43

Defined Benefit Plans:GratuityLeave EncashmentIn 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) 7.20 %(8.08 %)

7.20 %(8.08%)

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 Lakhs)

Leave Encashment

Gratuity

Present value obligation as at March 31st, 2016

58.22(60.06)

117.75(178.99)

Interest cost 4.70(4.76)

9.51(14.21)

Current service cost 24.64(30.65)

34.51(56.49)

Past service cost 0.00(0.00)

0.00(0.00)

Benefits Paid -76.55(-36.76)

-26.94(71.17)

Actuarial (gain)/ loss on obligations

66.24(-0.49)

26.38(-60.76)

Present value obligation as at March 31st, 2017

77.25(58.22)

161.21(117.75)

Amount of the obligation recognized in the Balance Sheet: (` In Lakhs)

Leave Encashment

Gratuity

Present value obligation at the end of the period

-77.25 -161.21 (58.22) (117.75)

Fair value of Plan Assets at the end of period

- - - -

Liability recognized in the Balance Sheet

-77.25 -161.21 (58.22) (117.75)

Notes

Gov

ind

Rub

ber

Lim

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47

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

Leave Encashment Gratuity

Current service cost 24.64 34.51 (30.65) (56.49)

Interest cost 4.7 9.51 (4.76) (14.21)

Net Actuarial (gain)/ loss recognized during the year

66.24 -26.38(-0.49) (-60.76)

Total expense recognized in Profit and Loss Account

95.58 17.64 (34.92) (9.93)

31. The Company has not prepared consolidated financial statements due to unavailability of the financial statements of its joint venture with GK Company Limited, South Korea, for the year under review. However this non inclusion will not have any material impact on financial statements of the Company.

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

Current year

Previous year

a) Profit/ (Loss) after Tax (` In Lakhs)

(910.79) 13.03

b) The Weighted average number of Ordinary Shares

2,18,38,463 2,18,38,463

c) Basic and diluted EPS (`) (4.17) 0.06

34. Remuneration to the Managing Director, Executive Director and Whole time Director: (` In Lakhs)

Current year

Previous year

a) Salary and other allowance 87.36 104.95b) Contribution to provident/

superannuation fund0.76 0.65

c) Retirement benefits 11.52 4.4199.64 110.01

Due to loss during the year, remuneration paid to the Managing Director, Executive Director and whole time director is within the minimum remuneration as prescribed under schedule V of the Companies Act, 2013.

35. Payment to Auditors: (` In Lakhs)

Current year Previous yearA) Statutory Auditor*

i) Audit Fees 3.50 3.50ii) Tax Audit Fees 0.50 0.50

iii) Company law matters 0.50 0.50iv) Taxation matters 0.25 0.35v) Certification & other work 1.60 1.78vi) Reimbursement of

Expenses0.28 0.35

6.63 6.98B) Cost Auditor*

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”.

Related parties –

i) Associates: GRL International Ltd.

ii) Joint Ventures: GK Co. Limited, South Korea

iii) Key Management Personnel: Vinod Poddar- Executive Chairman Rahul Poddar- Vice Chairman & Managing Director Umesh Lathi- Whole Time Director & Chief Financial

Officer* Sajjan Bawri- Chief Financial Officer# Keshav Purohit- Company Secretary

* Umesh Lathi resigned as whole time director & chief financial officer on 8th July, 2016.

# Sajjan Bawri joined as Chief Financial Officer w.e.f. 9th September, 2016.

Notes

32nd

Ann

ual R

epor

t 201

6-17

48

(II) Disclosure of Related Party Transactions:- (` in Lakhs)

Sr. No.

Nature of Relationship/Transaction Associates Key Managerial personnel

Total

1 Sale of GoodsGRL International Ltd 754.45 - 754.45

(1,064.07) - (1,064.07)2 Commission paid

GRL International Ltd 5.72 - 5.72 (69.60) - (69.60)

3 Payment of SalariesVinod Poddar - 45.02 45.02

- (44.37) (44.37)Rahul Poddar - 38.00 38.00

- (37.13) (37.13)Umesh Lathi - 16.62 16.62

- (28.51) (28.51)Sajjan Bawri - 12.58 12.58

- - -Keshav Purohit - 4.34 4.34

- (1.75) (1.75)4 Rent paid

Rahul Poddar - 4.5 4.5 - (12.15) (12.15)

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

Sr. No

Nature of Relationship/ Transaction Associates Joint Venture Total

1 Trade Receivables* 2,800.96 - 2,800.96 (4,442.58) - (4,442.58)

2 Trade Payables - 12.32 12.32 - (12.72) (12.72)

*includes Consignment sales receivables

No amounts, in respect of related parties have been written off / back or are provided for during the year.

37. Particular of Turnover and Stock: (` in Lakhs)

Sr. No

Products OpeningStock

ClosingStock

Turnover

1 Tyres & Tubes

2,915.89(4,971.17)

2,719.10(2,915.89)

21,420.84(32,803.32)

2 Others 54.12(76.06)

48.94(54.12)

196.93 (220.78)

2,970.01(5,047.23)

2,768.04(2,970.01)

21,617.77(33,024.11)

Less: Trade discount & rebate 1,045.22(3,401.31)20,572.55

(29,622.80)

38. Finished goods purchased: (` in Lakhs)

Sr. No. Products Amount1 Finished goods purchased 60.39

(128.59)

39. Raw Material Consumed: (` in Lakhs)

Sr. No. Name of Raw Materials Amount

1 Rubber 5,788.83(7,030.79)

2 Chemicals & Minerals 1,256.12(1,749.17)

3 Tyre Cord 1,236.61(1,977.98)

4 Bead Wire 608.26(764.58)

5 Others 1,723.62(2,581.81)10,613.44

(14,104.33)

Notes

Gov

ind

Rub

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Lim

ited

49

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

Particulars Raw Materials Stores & SparesValue % of Total Value % of Total

Imported 1,334.16 12.57 - -(1,721.03) (12.20) - -

Indigenous 9,279.28 87.43 305.68 100.00(12,383.30) (87.80) (586.68) (100.00)

Total 10,613.44 100.00 305.68 100.00(14,104.33) (100.00) (586.68) (100.00)

(` in Lakhs)

Current Year Previous Year41 CIF Value of Import of Raw

Materials 1,334.16 1,721.0342 Expenditure in Foreign

Currency -i) Commission on Exports 43.93 41.89ii) Sales promotion 51.67 77.84iii) Others 50.80 28.93

146.40 148.6643 Earning in Foreign

Exchange -i) Exports of Goods at F.O.B.

price5,420.80 7,262.95

ii) Reimbursement of Ocean Freight and Insurance

97.87 223.02

iii) Indirect Export 576.60 817.196,095.27 8,303.16

44 Amount remitted in Foreign Currency on account of Dividend.

- -

45. The Company has reckoned the Minimum Alternate Tax (MAT) of Rs.Nil (Rs.3.50 Lakhs) 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. Disclosures required under the Micro, Small & Medium Development Act, 2006.

i) Delayed payments due as at the end of accounting year on account of Principal – Rs.123.41Lakhs and Interest due thereon – Rs. Nil.

ii) Total interest paid on all delayed payments during the year under the provisions of the Act – Rs. Nil.

iii) Interest due on principal amounts paid beyond the due date during the year but without the interest amounts under this Act – Rs. Nil.

iv) Interest accrued but not due– Rs. Nil. v) Total Interest due but not paid – Rs. Nil.

47. Leases - Operating Leases. i) The Company has taken various residential /

commercial premises under cancellable operating leases. These agreements are normally renewed on expiry.

ii) The rental expenses recognised in Statement of Profit and Loss for operating lease taken after 1st April, 2001. (` in Lakhs)

Particulars Current Year Previous YearMinimum Rent 124.17 83.20Contingent Rent NIL NIL

48. In accordance with the MCA notification G.S.R.308(E) dated March 30th, 2017 details of Specified Bank Notes (SBN) and Other Denomination Notes (ODN) held and transacted during the period from November 8th, 2016 to December 30th, 2016, is given below: (` in Lakhs)

Particulars SBNs ODNs Total

Closing cash on hand as on November 8th, 2016

365.57 74.32 439.89

Add: Non permitted receipts - - -

Add: Permitted receipts - 172.66 172.66

Less: Permitted payments - 186.57 186.57

Less: Amount deposited in banks 365.57 29.78 395.35

Add: Amount withdrawn from bank - 7.93 7.93

Closing cash on hand as on December 30th, 2016

- 38.56 38.56

49. Exceptional item is in respect of claim against the Company settled at Rs.389 lakhs during the year.

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

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

Signature to Note '1' to '51'.As per our Report of even date attached. For and on behalf of the Board



Notes

Route Map for 32nd AGM Venue

GOVIND RUBBER LIMITED(CIN: L25110MH1985PLC036320)

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

ATTENDANCE SLIPOnly Shareholders or the Proxies will be allowed to attend the meeting.

Name of the Member(s)Registered Address

Email ID

Folio No./DP-Client ID

I/We hereby record my/our presence at the 32nd Annual General Meeting of the Company to be held at Damodar Hall, N. M. Joshi Vidya Sankul, Dr. B. A. Road, Parel, Mumbai-400012 on Wednesday, the 06th September, 2017.

Signature of the Attending Member/Proxy

ELECTRONIC VOTING PARTICULARS

Electronic Voting Event Number (EVEN) User ID Password

(* Applicable for shareholder holding shares in dematerialized form)

GOVIND RUBBER LIMITED(CIN: L25110MH1985PLC036320)

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

PROXY FORMName of the Member(s)Registered Address

Email ID

Folio No./DP-Client ID

I/We, being the member (s) holding .......................... Shares of Govind Rubber Limited, hereby appoint

1. Name:………………………………………………………………………………………………………………………….........……………

Address: ......................................................................................................................................................................................................

Email ID:…………………………………………………………………………………………………………………....……………………

Signature ........................................................................................ or failing him/her

2. Name:…………………………………………………………………………………………………………………........……………………

Address: .....................................................................................................................................................................................................

Email ID:……………………………………………………………………………………………………………………………....…………

Signature ........................................................................................ or failing him/her

3. Name:…………………………………………………………………………………………….........…………………………………………

Address: .....................................................................................................................................................................................................

Email ID:…………………………………………………………………………………………………………………….......………………

Signature ........................................................................................

as my/our Proxy to attend and vote (on a poll) forme/us and on my/our behalf at the 32nd Annual General Meeting of the Company to be held at Damodar Hall, N. M. Joshi Vidya Sankul, Dr. B. A. Road, Parel, Mumbai-400012 on Wednesday, the 06th September, 2017 at 11.00 a.m. and at any adjournment there of in respect of such resolutions as are indicated below:

Item No.

Resolutions Optional (See Note 4)For Against

1. To receive, consider and adopt the Audited financial Statements for the year ended as on 31st March, 2017 and the Reports of the Board of Directors and the Auditors thereon.

2. To appoint Statutory Auditors of the Company and to fix their remuneration.3. To ratify the remuneration of Cost Auditors.

Signed this .................................................... day of........................................... 2017

Signature of the Shareholder :

Signature of the Proxy holder(s) :

Signature across the stamp

Notes: (1) This form in order to be effective should be duly completed and deposited at the Registered Office of the Company at 418, Creative Industrial Estate, 72, N. M. Joshi Marg, Lower Parel, Mumbai - 400 011, not less than 48 hours before the commencement of the Meeting (2) A Proxy need not be a Member of the Company. (3) A person 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 of all the resolutions, your Proxy will be entitled to vote in the manner as he/she so wishes. (6) Incase of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Affix Re. 1

Revenue Stamp

Documents

lord ganesh temple at ludhiana plant ganesh temple at ludhiana plant 1 govind Rubber Limited NOTICE is hereby given that the Thirty Second Annual General Meeting of the Members of