vamshi rubber limited - moneycontrol.com · vamshi rubber limited 1 notice of annual general...

VAMSHI RUBBER LIMITED

1

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 19th Annual General Meeting of the Members of VAMSHI RUBBER

LIMITED will be held on Friday, the 27th day of September, 2013 at 10.30 A.M. at Surana Udyog

Auditorium, FAPCCI, Red Hills, Hyderabad to transact the following business:

ORDINARY BUSINESS :

1. To receive, consider and adopt the Audited Balance Sheet as on 31st March, 2013 and Profit

& Loss Account for the year ended 31st March, 2013 along with Auditor’s Report and Directors’

Report thereon.

2. To consider and declare dividend on equity shares for the financial year ended 31st March

2013.

3. To appoint a Director in place of Sri S. Ramachandra Prasad, who retires by rotation and

being eligible offers himself for re-appointment.

4. To appoint a Director in place of Sri A. Vamshidhar Reddy, who retires by rotation and being

eligible offers himself for re-appointment.

5. To appoint statutory auditors and fix their remuneration and for this purpose to consider and

if thought fit to pass with or without modifications, the following resolution as an ordinary

resolution.

“Resolved that M/s. Ramana Reddy & Associates, Chartered Accountants, Hyderabad, be

and are hereby appointed as statutory auditors of the company to hold office until the

conclusion of the next Annual General Meeting of the company at a remuneration and its

manner of payment to be fixed by the Board of Directors / Committee thereof”.

For VAMSHI RUBBER LIMITED,

(R.SURENDRA REDDY)Managing Director

Place : HyderabadDated : 10th August, 2013


2

NOTES:

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote insteadof himself and the proxy need not be a member of the company. Proxies, in order to beeffective, must be received at the Company’s Registered Office not less than 48 hours beforethe meeting. Proxies submitted on behalf of limited companies, societies, etc., must besupported by appropriate resolutions/authority, as applicable.

2 Members/proxies should bring duly filled Attendance Slip sent herewith, to attend the meeting.

3. The Register of Director’s Shareholding, maintained under Section 307 of the CompaniesAct, 1956, will be available for inspection by the members at the AGM.

4. The Register of Members and Share Transfer Books of the Company will remain closedfrom 24th September 2013 to 27th September 2013 (both days inclusive).

5. Members holding shares in dematerialised form are requested to intimate all changespertaining to their bank details, National Electronic Clearing Service (NECS), ElectronicClearing Service (ECS), mandates, nominations, power of attorney, change of address, changeof name and e-mail address, etc., to the Company. Such Changes intimated will then bereflected in the Company’s records which will help the Company to provide efficient andbetter services. Members holding shares in physical form are requested to intimate suchchanges to the Company.

6. Consequent up on introduction of Section 109A of the Companies Act, 1956, Shareholdersare entitled to make nomination in respect of shares held by them in physical form. Individualshareholder(s) can avail the facility of nomination by sending their requests in Form 2B,(which will be made available on request to the Registrar and Share Transfer Agent or byemail to [email protected]).

7. As a measure of economy, copies of the Annual Report will not be distributed at the AnnualGeneral Meeting. Members are requested to bring their copies of the Annual Report to theMeeting. The Company is concerned about the environment and utilizes natural recoursesin a sustainable way. The Ministry of Corporate Affairs (MCA), Government of India, has byits circular nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively,permitted companies to send official documents to shareholders electronically as part of itsGreen Initiatives in Corporate Governance. We request you to update your email addresswith the depositary participant to ensure that the Annual Report and other documents reachyou on your preferred email account.

8. Members are requested to note that the Company’s Equity Shares are compulsorily tradedin demat form for the investors, effective from 26th March 2001. Members are requested toopen Depository Account in their names with a Depository participant to dematerialize theirholdings. This would be necessary for facilitating the transfers of Company’s Equity shares inall Stock Exchanges connected to the Depository System.

9. Members desirous of seeking any information on the accounts or operations of the Companyare requested to write to the Company at least 10 days prior to the Meeting so that therequired information can be made available at the Meeting.


3

ANNEXURE ADetails of Directors retiring by rotation

(In pursuance of Clause 49 of the Listing Agreement)

10 Members holding shares in physical form can avail the nomination facility by filing the Form2B (in duplicate) as prescribed under the Companies Act, 1956 with the Registrar & ShareTransfer Agent and in case of shares held in demat form, the nomination has to be lodgedwith their respective Depository Participants (DPs).

11 Members holding shares in physical form are requested to advise any change of addressimmediately to the Company’s Registrar & Share Transfer Agent. Members holding sharesin electronic form must send the advice about the change of address to their respectiveDepository Participants (DPs) and not to the Company. Non-resident Indian shareholdersare requested to inform us immediately the change in the residential status on return toIndia for permanent settlement.

12 Members holding shares under multiple folios are requested to consolidate their holdings, ifthe shares are held in the same name or in the same order of names.

Date of Birth 25-12-1949 12-11-1969

Date of Appointment/ Re-Appointment 01-04-1997 29-03-2003

Expertise in Specific Functional Area Corporate Affairs Business

Qualification B.Tech M.Com

List of other Companies in whichdirectorships is held as on 31.03.2013 1 NIL

Equity Shares held in the Company NIL NIL

Relationship between Directors Inter-Se NIL NIL

Name of Director S.Ramachandra Prasad A. Vamshidhar Reddy


4

DIRECTORS’ REPORT

Dear Members,

Your Directors have pleasure in presenting the Nineteenth Annual Report and the Audited Statementof Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The performance during the period ended 31st March 2013 has been as under:

For the year ended 31st March 2013 31st March 2012

Sales & Other Income 8,338.17 8216.68

Operating profit before Financial Charges& Depreciation 410.96 554.76

Financial Charges 128.58 134.94

Profit before Depreciation 282.39 419.81

Depreciation 81.11 75.46

Profit / (Loss) before taxes 201.28 344.36

Prior Period Expenses (2.83) 1.24

Provision for Taxation 63.51 102.82

Deferred Tax for the Current Year (9.25) 8.20

Net profit after taxes 149.85 232.10

Profit/(Loss) brought forward from previous year 807.46 624.25

Dividend (including tax on Dividend) 48.89 48.89

Balance of profit brought forward 908.41 807.46

(Rs. In Lakhs)

OPERATIONS:

During the year under review, the gross revenue of the Company increased to Rs. 8,338.17 Lakhscompared to Rs. 8216.68 Lakhs in the previous year, registering a growth of 1.48%. The Profit aftertax for the year decreased by 35.44% to Rs.149.85 Lakhs compared to Rs. 232.10 Lakhs in theprevious year.

FUTURE OUTLOOK:

Improvement of roads leading to more transportation which helps our industry. Moreover radialisationof tyres benefits our company which has better suitable technology. However as there is sluggishnessin the economy, we forecast a growth of 5% to 10% during the financial year 2013-2014.

DIVIDEND:

The Board of Directors recommended a dividend of Rs.1.00 per Equity Share for the financial yearended 31st March, 2013, which if approved at the forthcoming Annual General Meeting on 27th

September 2013, will be paid to those shareholders whose names appear in the Register of Membersas at the closing hours of business on 24th September, 2013. In respect of shares held in electronicform, the dividend will be paid on the basis of beneficial ownership furnished by Depositories viz.,NSDL and CDSL for this purpose. The Register of Members and Share Transfer Books will remainclosed from 24th September, 2013 to 27th September, 2013 (both days inclusive).


5

DIRECTORS:

Approval of the shareholders is being sought for re-appointment of Sri. S.Ramachandra Prasadand Sri. A.Vamsheedhar Reddy, who retire by rotation at forthcoming Annual General Meeting ofthe Company and being eligible, offer themselves for reappointment in accordance with the Articlesof Association and Companies Act, 1956.

FIXED DEPOSITS:

Your Company has not invited any deposits from the Public nor outstanding for the year underreview within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

INTERNAL CONTROL SYSTEMS:

Your Company has well established procedures for internal control across its various locations,commensurate with its size and operations. The organization is adequately staffed with qualifiedand experienced personnel for implementing and monitoring the internal control environment. Theinternal audit function is adequately resourced commensurate with the operations of the Companyand reports to the Audit Committee of the Board.

INSURANCE:

The Properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE:

The Company has been in full compliance with the norms of Corporate Governance as outlined inClause 49 of the Listing Agreement with the Bombay Stock Exchange, Mumbai. A separate reporton Corporate Governance is produced as a part of the Annual Report along with the Auditor’sCertificate on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement,forms part of this report and the same is annexed.

ISO 9001- 2008 CERTIFICATION:

Your Company continues to hold ISO 9001 - 2008 Certification by meeting all the requirements ofcertification from time to time.

AUDITORS:

M/s. Ramana Reddy & Associates, Chartered Accountants, Auditors of the Company retires at theAnnual General Meeting and the Company has received certificate from them to the effect that theirreappointment, if made, would be within the limits prescribed under Section 224(1B) of the CompaniesAct, 1956. Members are requested to reappoint them and to authorize the Board to fix theirremuneration.


6

AUDITORS’ REPORT:

The observations of the auditors are explained, wherever necessary, in appropriate notes to theaccounts.

COST AUDIT

The Company falls under Table II Sl.No.49, Product Code 2037 “RUBBER AND RUBBERPRODUCTS” of MCA Order No. F.No. 52/26/CAB 2010 dated 6th November, 2012 for which CostAudit is applicable from the financial year commencing from 1st April 2013.

The Company has appointed the Cost Auditor M/s. P. Krishna Reddy & Co., Cost Accountants forthe financial year 2013-2014, whereas, the Company is unable to file Form 23C for appointment ofCost Auditor, since the Form 23C is not accepting the said order. The Company has raised theissue with the Ministry of Corporate Affairs and also with the Cost Audit branch of MCA, and areawaiting for the updated Form 23C.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OFTHE COMPANIES ACT, 1956:

In compliance of section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, inthe Companies Act, 1956, your directors confirm: -

a) that in the preparation of the accounts for the financial year ended 31st March, 2013 theapplicable accounting standards have been followed along with proper explanation relating tomaterial departures;

b) that the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of the profit orloss of the company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the companies Act, 1956 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) that the Directors have prepared the accounts for the financial year ended 31st March 2013on a going concern basis.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC.:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings andoutgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read withCompanies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 areprovided in the Annexure forming part of this Report.


7


For and on behalf of the Board of Directors

(M.RAMESH REDDY)CHAIRMAN

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the workmenand staff at all levels in the improved performance of the Company.

None of the employees are drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- andabove in aggregate per annum, the limits prescribed under Section 217(2A) of the Companies Act,1956.

ACKNOWLEDGEMENTS:

The Directors thank the Company’s Bankers namely M/s. State Bank of India, officials of concernedGovernment Departments and share holders for their co-operation and continued support to theCompany.


8

ANNEXURE TO DIRECTORS’ REPORTDisclosure of particulars with respect to conservation of energy, technology absorption and Foreign exchangeearnings and outgo as required under Companies (Disclosure of particulars in the Board of DirectorsReport) Rules, 1988:I) CONSERVATION OF ENERGY:a) Energy Conservation Measures taken:

In order to optimize consumption of HSD for operation of Thermic Fluid Heaters, thermic fluid pipelineswere modified to operate 7 tread rubber presses on 2 heaters instead of on 3 heaters.

b) Impact of the measures taken for energy consumption and consequent impact on the cost of productionof goods.Over a 5 months period, from the month of November, 2012 to March 2013, a net saving of Rs.1,33,565 was achieved due to reduction in consumption of HSD for thermic fluid heaters.

For and on behalf of the Board

(M.RAMESH REDDY)Chairman


FORM - ‘A’A) Power & Fuel Consumption:

1 Electricitya) Purchased

Total Amount (Rs) 1,55,87,337 1,18,88,675Units 21,75,696 25,21,208Rate per Unit (Rs) 7.16 4.72

b) Own GenerationThrough Diesel Generator Units 6,81,767 3,10,954Unit per Litre of Diesel 3.30 3.39Cost / Unit (Rs.) 14.48 13.54

2 Thermic Fluid Heaters (Rs.) 1,60,62,980 1,31,59,159

B) Consumption per unit of production:

Electricity Consumption - 644.82 Kwh/M.T.Fuel Consumption - 75.96 ltrs/M.T.

Calculation of consumption per unit of production : product wise is not possible since no separate account is maintainedfor each product.II) TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION:

1) Efforts in brief made towards Technology Absorption adaptation and innovation.Technology suitable to Indian conditions has been fully absorbed and adopted.

2) Benefits derived as a result of the above effect.a) Cost reduction of the product has been achieved.b) Improvement in the quality of the product has been achieved,3) In case of Imported Technology following information may be furnished.a) Technology imported : Manufacture of Precured Tread Rubber and its

Products and retreading equipmentb) Year of Import : 1995c) Has the technology been fully absorbed : Yes

III) FOREIGN EXCHANGE EARNINGS AND OUTGO:i) Foreign exchange earned (in Rs.) :

on export sales : NILii) Foreign exchange outgo : NIL

On Import of Raw Material : NILOn import of Machinery consumablees : NIL

Period ended31-03-2013

Period ended31-03-2012


9

REPORT ON CORPORATE GOVERNANCE

1. Company’s Philosophy on Code of Governance

The Company’s philosophy of Corporate Governance aims at assisting the management ofthe Company in the efficient conduct of its business and in meeting its responsibilities to allthe stakeholders and to provide customer satisfaction through best quality at lowest price. Itis towards this end that efforts are made to maintain high standards of disclosure to theshareholders and internal compliance guidelines for better Corporate Governance.

2. Board of Directors

a) The Board consists of 8 members comprising of:

� 4 Executive Directors

� 4 Independent Non-Executive Directors

1. Sri M. Ramesh Reddy Executive Chairman 4 Yes

2. Sri R. Surendra Reddy Executive Managing Director 4 Yes

3. Sri P. Varun Kumar Executive Director – Finance 4 Yes

4. Sri K. V. Sarma Executive Director – Operations 4 Yes

5. Sri S.Ramachandra Prasad IndependentNon-Executive Director 2 Yes

6. Sri A.Venkat Reddy IndependentNon-Executive Director 4 Yes

7. Sri A.Vamshidhar Reddy IndependentNon-Executive Director 2 No

8. Sri N.Sandeep Kumar Reddy IndependentNon-Executive Director 4 Yes

Sl.No. Name of Director Category Designation

No. of BoardMeetingsattended

Attendance inlast AGM heldon 29.09.2012

ATTENDANCE RECORD: 2012-2013

1. Sri M. Ramesh Reddy 5 None None2. Sri P. Varun Kumar None None None3. Sri K.V. Sarma 1 None None4. Sri R. Surendra Reddy None None None5. Sri S.Ramachandra Prasad 1 None None6. Sri A.Vamsheedhar Reddy None None None7. Sri A.Venkat Reddy None None None8. Sri N. Sandeep Kumar Reddy None None None

Sl.No. Name of Director

b) Number of other Directorships & Committee Membership/ Chairmanship

OtherDirectorship

CommitteeMembership

CommitteeChairmanship


10

c) Number of Board Meetings held and the date on which held:

Four Board Meetings were held during the year. The maximum gap between any twomeetings was not more than four months.

The dates on which the Board meetings were held are as follows:

1. Sri A.Venkat Reddy, Chairman

2. Sri A.Vamsheedhar Reddy, Member

3. Sri S. Ramachandra Prasad, Member

Sl.No. Name of the Director

The following are the members of the Audit Committee:

April – June 2012 1 10-08-2012

July – September 2012 1 07-11-2012

October – December 2012 1 07-02-2013

January – March 2013 1 25-05-2013

Total 4

Dates on which heldNo. of MeetingsQuarter

d) Pecuniary relationship or transactions of Non-Executive Directors:

Apart from receiving director’s remuneration, non-executive directors do not have anyother material pecuniary relationship or transactions with the company, its promoters orits management which in the judgment of the board may affect independence of judgmentof the director.

e) Code of Conduct for the Board & Senior Management Personnel :

The Company has formulated and implemented a Code of Conduct at the meeting of theBoard of Directors held on 30th October 2005 for all its Non-Executive Directors and forExecutive Directors and Senior Management Personnel of the Company in compliancewith Clause 49(I)(D) of the Listing Agreement.

d) CEO/CFO Certification:

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, theManaging Director and Whole-time Director have certified to the Board the financialstatements for the year ended 31st March, 2013.

3. Audit Committee:

The Audit Committee comprises of Three Non-Executive Directors and is chaired by Sri A.Venkat Reddy. Sri R.Surendra Reddy, Managing Director and Statutory Auditors are permanentinvitees to the meetings. Any other person/Executive, where necessary, is also required toattend the meetings.


11

Role:The terms of reference of the Audit Committee are as under:

� Recommending the appointment and removal of external auditors, fixation of audit fee andapproval for payment for any other services.

� Reviewing with the management the annual financial statements, before submission to theBoard, focusing primarily on:� Any changes in accounting policies and practices.� Major accounting entries based on exercise of judgment by management.� Qualifications in draft audit report.� Significant adjustments arising out of audit.� The going concern assumption.� Compliance with accounting standards.� Compliance with stock exchange and legal requirements concerning financial statements.� Any related party transactions i.e., transactions of the company of material nature, with

promoters or the management, their subsidiaries or relatives etc., that may have potentialconflict with the interests of company at large.

� Reviewing the Quarterly and Annual financial statements and submit the same to the Boardwith recommendations, if any.

� Discussions with external auditors before the audit commences, nature and scope of auditas well as have post-audit discussions to ascertain any area of concern.

� Reviewing the Company’s financial and risk management policies.� To look into the reasons for substantial defaults in the payment to the depositors, debenture-

holders, share holders (in case of non-payment of declared dividends) and creditors.� The Chairman of the Audit Committee shall attend the Annual General Meeting of the Company

to provide any clarifications on matters relating to audit as may be required by the membersof the Company.

The Committee met 4 times during the year 2012-13 on 10-08-2012, 07-11-2012, 07-02-2013and 25-05-2013. The attendance details of the members of the Committee are given below:

1. Sri A.Venkat Reddy, Chairman 42. Sri A.Vamsheedhar Reddy, Member 23. Sri S. Ramachandra Prasad, Member 2

Sl.No.

Name of the DirectorNo. of Meetings

attended

4. Remuneration Committee:The Committee was constituted on 30th October 2002 to review the remuneration package ofManaging Director/Executive Directors and to recommend suitable revision in the same, ifany to the Board of Directors. During the financial year 2012-13, no committee meeting washeld as there was no review of Remuneration of working Directors.

The following is the constitution of the remuneration committee as on 31-03-2013:1. Sri S. Ramachandra Prasad - Chairman2. Sri A. Venkat Reddy - Member3. Sri A.Vamshidhar Reddy - Member


12

1. Sri M. Ramesh Reddy 24,00,000 80,858 NIL NIL 24,80,8582. Sri R. Surendra Reddy 24,00,000 50,344 NIL NIL 24,50,3443. Sri P. Varun Kumar 24,00,000 32,236 NIL NIL 24,32,2364. Sri K.V. Sarma 24,00,000 67,622 NIL NIL 24,67,6225. Sri S. Ramachandra Prasad NIL NIL NIL 4,000 4,0006. Sri A.Venkat Reddy NIL NIL NIL 6,000 6,0007. Sri A.Vamshidhar Reddy NIL NIL NIL 3,500 3,5008. Sri N.Sandeep Kumar Reddy NIL NIL NIL 6,000 6,000

(In Rs.)

Sl.No. Salary

Perks & otherBenefits

PerformanceBonus/

Commission

SittingFee TotalName of the Director

2011-2012 29-09-2012 K.L.N. Auditorium, 10.30 A.M.FAPCCI, Red Hills, Hyderabad.

2010-2011 29-09-2011 Surana Udyog Auditorium, 10.30 A.M.FAPCCI, Red Hills, Hyderabad.

2009-2010 29-09-2010 Surana Udyog Auditorium, 10.30 A.M.FAPCCI, Red Hills, Hyderabad.

Year Date Venue Time

5. Shareholders/Investors Grievance Committee:

The Shareholders/Investors Grievance Committee constituted by the Board of Director andcomprising of Sri P. Varun Kumar (Chairman) and Sri A.Venkat Reddy and Sri A.VamshidharReddy, inter-alia oversees the transfer of shares and redressal of Shareholders/InvestorsGrievances and other complaints.

The total number of complaints received was TWO and replied to the satisfaction of shareholdersduring the year under review was TWO. There are no outstanding complaints pending as on 31stMarch 2013.

The Committee had received 41 requests approved 33 requests for transfer and 43 requests forDematerialisation of Physical Shares during the year under review. There were no transfers ordemat request pending as on 31st March, 2013.

The Board has designated Sri P. Varun Kumar, Director as the Compliance Officer.

6. General Body Meetings:

a) Location, date and time of Annual General Meetings held during the preceding three yearsare given below:

Remuneration of Directors:

The Company pays remuneration by way of salary, perquisites and other allowances to theManaging Director/Whole-time Directors as approved by the Board and Shareholders of theCompany.

The remuneration is fixed considering various factors such as qualification, experience,expertise, and prevailing remuneration in the corporate world, financial position of the Companyetc. The remuneration structure comprises of Basic Salary, Commission, perquisites andallowances, Contribution to Provided Fund and other funds in accordance with the Provisionsof the Companies Act, 1956. The Non-Executive Director do not draw any remuneration fromthe Company except sitting fees for each meeting of the Board attended by them.


13

b) No special resolution was put through postal ballot last year nor is it proposed to putany special resolution to vote through postal ballot this year.

7. Disclosures:

There was no materially significant transaction with related parties entered into by the Companywith its promoters, Directors or the Management, their subsidiaries or relatives etc. that mayhave potential conflict with the interests of the Company at large. The Register of Contractscontained the transactions in which Directors are interested is placed at the Board Meetings.Disclosures on transactions with related parties as required under Accounting Standard 18have been incorporated in the notes to the Accounts.

There were no strictures or penalties imposed on the Company by Stock Exchanges orSecurities and Exchange Board of India (SEBI) or any other statutory authority for non-compliance of any matter related to capital markets, during the last three years.

Quarterly Results The quarterly results of the Company are generallypublished in a leading English Newspaper & in a locallanguage Newspaper.

Newspapers in which Published Business Line (English) and Andhra Prabha (Telugu)

Website where the results and other official news releases are displayed www.vamshirubber.org

8. Means of Communication:

9. The Management Discussion and Analysis ReportA separate Report of Management discussion and analysis is attached as a part of the Annual Report.

10. General Shareholder Information:(i) AGM Date, time and Venue 27th September 2013 at 10.30 a.m.

At Surana Udyog Auditorium, FAPCCI,Red Hills, Hyderabad

(ii) Financial Calendar (Tentative) 2013-141st Quarter 30.06.2013- by 2nd Week of August 20132nd Quarter 30.09.2013 – by 2nd Week of November 20133rd Quarter 31.12.2013 – by 2nd week of February 20144th Quarter 31.03.2014 – by 4th week of May 2014

(iii) Date of Book Closure 24-09-2013 to 27-09-2013(both days inclusive)

(iv) Dividend payment On or before 11th October 2013(v) Listing of

(1) Equity Shares Bombay Stock Exchange Ltd , MumbaiPhiroze Jheejheebhoy Towers,Dalal Street, Mumbai – 400 001

(2) Listing Fees Paid to Bombay Stock Exchange forthe year 2012-2013

(vi) Address of Registered Office D.No. 8-2-594/1/A/1, Opp: Hotel Taj KrishnaRoad No.1, Banjara Hills, Hyderabad – 500 034

(vii) a) Stock Exchange Security Code for 530369Equity Shares

b) Demat ISIN Number in NSDL & CDSL INE380C01014for Equity Shares


14

April 2012 22.90 18.10 47572May 2012 21.50 18.15 25326June 2012 20.60 18.45 23025July 2012 21.90 17.85 18848Aug, 2012 20.20 17.75 34641Sep, 2012 25.15 17.65 40528Oct, 2012 23.90 18.10 72003Nov, 2012 21.00 18.30 38428Dec, 2012 20.70 18.20 18803Jan, 2013 20.00 17.95 16948Feb, 2013 19.95 15.15 19930Mar, 2013 17.10 14.10 6378

High (Rs.)Month

(viii) Monthly High and Low quotations for shares traded in BSE during the year 2012-2013

Low (Rs.) Volume (Nos)

Registrar & Share Transfer Agent: CIL Securities Limited214, Raghava Ratna Towers,Chirag Ali Lane, Abids, Hyderabad - 500001.

11. Share Transfer System:All the transfers received are processed and approved by the Seal and Shareholders/GrievanceCommittee, which normally meets twice a month. Share transfers are registered and returned within15 days from the date of lodgment if documents are complete in all respect.

1. Promoters 2338906 55.602. Mutual Funds3. Banks/FI4. Private Corporate Bodies 68667 1.635. Public 1350995 32.126. NRIs/OCBs 448232 10.65

TOTAL 4206800 100.00

12. Shareholding Pattern as on 31st March 2013:

Sl.No.

Category No.ofShares held

Percentage toTotal issued Shares

Upto - 5000 4082 88.41 6040880 14.365001 - 10000 294 6.37 2389200 5.68

10001 - 20000 129 2.79 1902930 4.5220001 - 30000 44 0.95 1131120 2.6930001 - 40000 22 0.48 756890 1.8040001 - 50000 10 0.22 441030 1.0550001 - 100000 14 0.30 1002750 2.38

100001 and above 22 0.48 28403110 67.52

TOTAL 4617 100.00 42068000 100.00

13. Distribution Pattern as on 31st March 2013:

Share Holding ofnominal value of Rs.10/- Number

Share Holders Share Amount

% of Total in Rs. % of Total

(1) (2) (3) (4) (5)


15

14. Dematerialization of Shares & Liquidity:

The trading in Company’s shares is permitted only in dematerialised form. In order to enable theshareholders to hold their shares in electronic form and to facilitate scripless trading, the Companyhas enlisted its shares with NSDL and CDSL.

15. Share Dematerialisation Records:

The following data indicates the extent of Dematerialisation of company’s shares as on 31st March2013:

16. Outstanding GDRs/ADRs/Warrant or any : The Company has not issued any of theseconvertible instruments, conversion date instruments till dateand likely impact on Equity

17. Secretarial Audit for Reconciliation of Capital:

As stipulated by SEBI, a qualified practicing Company Secretary carries out Secretarial Audit to reconcilethe total admitted capital with National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out everyquarter and the report thereon is submitted to the Stock Exchanges where the Company’s shares arelisted. The audit confirms that the total listed and paid-up capital is in agreement with the aggregateof the total number of shares in dematerialized form (held with NSDL and CDSL) and total number ofshares in physical form.

18. Factory Location : Survey No.312/E, Lingojigudem Village, Choutuppal Mandal,Nalgonda District – 508 252 Andhra Pradesh.

19. ADDRESS FOR CORRESPONDENCE :

S.No Shareholders Correspondence for Addressed to

1. Transfer/Dematerialization/Consolidation/Split of CIL Securities Ltd.Shares, Issue of Duplicate Share Certificate, 214, Raghava Ratna Towers,Change of Address of members and beneficial Chirag Ali Lane, Abids,owners and any other query relating to the shares Hyderabad - 500 001.of the Company Phone: 040-23203155

Fax : 040-23203028Email:[email protected]

2. Investor Correspondence/Query on Annual Report Sri. P. VARUN KUMAR, DirectorCompliance OfficerVamshi Rubber Ltd8-2-594/1/A/1, Opp: Hotel Taj Krishna,Road No.1, Banjara Hills,Hyderabad – 500 034.Phone : 040-23353280 / 23353281Fax : 040-23353282Email: [email protected]

No. of Share holders in dematerialisation form 2626 56.88% of the total number of share holdersNo. of Shares in Demat form 3278539 77.93% of the total Share Capital

20. Profiles of Directors to be re-appointed on retirement/expiry of term of appointment.

As per Annexure-A to notice of Annual General Meeting.


16

22. Nomination Facility:

Shareholders holding shares in physical form and desirous of making a nomination in respectof their shareholding in the company as permitted under Section 109A of the Companies Act,1956, are requested to submit to the Company the prescribed Form 2B for this purpose.

23. Company’s Policy on prevention of Insider Trading:

Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992, asamended, the Company had framed a Code of Conduct for prevention of insider trading.Mr. P. Varun Kumar had been appointed as the Compliance Officer for the purpose. Thecode is applicable to all such employees of the Company who are expected to have accessto the unpublished price sensitive information relating to the Company and the same is beingimplemented as a self-regulatory mechanism.

21. Depository Services:

For guidance on depository services, Shareholders may write to the Company or to therespective Depositories:-

National Securities Depository Ltd. Central Depository Services (India) Ltd.Trade World, 4th Floor, Phiroze Jeejeebhoy Towers,Kamala Mills Compound, 17th Floor, Dalal Street,Senapati Bapat Marg, Lower Parel, Mumbai - 400023.Mumbai-400013. Tel : 091-022-22723333Tel : 091-022-24994200 Fax : 091-022-22723199Fax: 091-022-24972993/24976351 Email : [email protected] : [email protected] Website : cdsindia.com

Date of Birth 25-12-1949 12-11-1969

Date of Appointment/Re-Appointment 01-04-1997 29-03-2003

Expertise in SpecificFunctional Area Corporate Affairs Business

Qualification B.Tech M.Com

List of other Companies inwhich directorships is held ason 31.03.2013 1 NIL

Equity Shares held in theCompany NIL NIL

Relationship between DirectorsInter-Se NIL NIL

Name of Director

ANNEXURE A

S.Ramachandra Prasad A. Vamshidhar Reddy


17

CERTIFICATION BY CEO & CFO OF THE COMPANY

We, R.Surendra Reddy, Managing Director and P. Varun Kumar, Director - Finance of VamshiRubber Limited, to the best of our knowledge and belief certify that:

1. We have reviewed the Balance Sheet, Profit and Loss Account, its schedule & notes to theaccounts and cash flow statement for the year ended 31st March 2013 and that to the best ofour knowledge and belief:

a) these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

b) these statements together present a true and fair view of the Company’s and are incompliance with existing accounting standards, applicable laws and regulations.

2. We also certify, that based on our knowledge and the information provided to us, there areno transactions entered into by the Company during the year which are fraudulent, illegal orviolate the Company’s code of conduct.

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

4. We have indicated to the Auditors and the Audit Committee:

a) significant changes in internal control during the year;

b) significant changes in accounting policies during the year and that the same have beendisclosed in notes to the financial statements; and

c) instances of significant fraud of which we have become aware and the involvementtherein, if any, of the management or an employee having a significant role in thecompany’s internal control system.

Place: HyderabadDate: 10th August, 2013


(P. VARUN KUMAR) Director - Finance



DECLARATION UNDER CODE OF CONDUCT

As required under Clause 49(ID) of the Listing Agreement, it is hereby declared that the Companyhas obtained confirmation from all the Board Members and Senior Management Personnel of theCompany for the compliance of the Code of Conduct of the Company for the year 2012-13.


18

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To the MembersVamshi Rubber Limited

We have examined the compliance of conditions of Corporate Governance by Vamshi RubberLimited for the year ended March 31, 2013, as stipulated in clause 49 of the Listing Agreement ofthe said Company with stock exchange.

The Compliance of conditions of Corporate Governance is the responsibility of the management.Our examination was limited to procedures and implementation thereof, adopted by the Companyfor ensuring the Compliance of the conditions of the Corporate Governance. It is neither an auditnor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information to the explanations given to us, we certifiy that theCompany has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of theCompany nor the effectiveness with which the management has conducted the affairs of theCompany.


For RAMANA REDDY & ASSOCIATESCHARTERED ACCOUNTANTS

Firm Regn. No.003246S

(CA. RAMANA REDDY A.V.)PARTNER

Membership No. 024329


19

MANAGEMENT DISCUSSION & ANALYSIS REPORT

1. INDUSTRY STRUCTURES & DEVELOPMENTS:

As the transportation is growing rapidly, the prospects for Retreading are also considerably inincreasing mode. The demand for cost effective Retreading products creates ample scopefor good growth to our Company.

2. OPPORTUNITIES & THREATS:

The Company enjoys goodwill from its customers for providing superior quality products. Asour marketing network is spread through out the country, vast opportunities are available forincreasing our market share. The excess availability of the products in the domestic marketis affecting the Company’s net realization. The manufacturers of our products by ourcompetitors in the SSI field are posing us a problem with their low prices because of ExciseDuty exemption for them. We are able to counter this with our better quality.

3. OUTLOOK:

In order to meet the changing market realities, your Company has been following the philosophyof providing the highest quality products and services at the lowest possible prices. Allendeavors are made to achieve possible cost reduction in every area of operations. YourCompany’s philosophy to provide high class quality products i.e. full value for money, toconsumers would greatly benefit in the long run. In the otherwise increasing cost arena,every expense, whether capital or revenue is minutely reviewed to achieve all possible savings.

4. RISKS AND CONCERNS:

The Company’s products are largely intended for sale in the domestic market. Apart fromnormal risks as are applicable to an Industrial Undertaking the Company does not foreseeany serious area of concern. The Company is obtaining adequate insurance coverage for itsassets at the plant and the field locations etc. The company has no foreign exchange riskcoverage due to its limited exposure. Compliance of safety requirements and norms placedby different Government agencies is a top priority of your Management.

6. INTERNAL CONTROL SYSTEMS

The Company has proper and adequate systems of internal controls in order to ensure thatall assets are safeguarded against loss from unauthorized use of disposition and that alltransactions are authorised, recorded and reported correctly. An Audit Committee headed bya non-executive independent Director is in place to review various areas of the control systems.

7. DISCUSSION OF FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE:

The details of the financial performance of the Company are appearing in the Balance Sheet,Profit & Loss Account and other financial statements etc. appearing separately. Highlights forthe year 2012-13 are as under:

Rs.in Lakhs

Sales & Other Income 8,338.17

Profit before Interest, Depreciation, Voluntary Retirement Absorption & Tax 410.96


20

The financial performance of the Company has been explained in the Directors’ Report ofthe Company for the year 2012-13 appearing separately.

8. HUMAN RESOURCES:

During the year under review, the Company has undertaken extensive steps in optimizingthe manpower at the Plant, corporate office and Field locations. Employee/employer relationswere cordial throughout the year. Measures for safety of the employees, training anddevelopment continued to receive top priorities.

9. CAUTIONARY STATEMENT:

Certain statement in the Management Discussion and Analysis describing the Company’sviews about the industry, expectations/predictions, objectives etc, may be forward lookingwithin the meaning of applicable laws and regulations. Actual results may differ materiallyfrom those expressed in the statement. Company’s operations may inter-alia affect with thesupply and demand situations, input prices and their availability, changes in Governmentregulations, tax laws and other factors such as Industrial relations and economic developmentsetc. Investors should bear the above in mind.


21

INDEPENDENT AUDITOR’S REPORT

To,

The Members of M/s. Vamshi Rubber Limited,Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Vamshi Rubber Limited, (“theCompany”), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit andLoss and the Cash Flow Statement for the year then ended, and a summary of the significant accountingpolicies and other explanatory information, Management’s Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation of these financial statements that givea true and fair view of the financial position, financial performance and cash flows of the Company inaccordance with the Accounting standards referred to in sub-section (3C) of section 211 of the CompaniesAct, 1956 (“the Act”), This responsibility includes the design, implementation and maintenance of Internalcontrol relevant to the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India, Those Standards require that we comply with the ethical requirements and planand perform the audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosuresin the financial statements, The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments. the auditor considers the internal control relevant to theCompany’s preparation and fair presentation of the financial statements in order to design auditprocedures that are appropriate in the circumstances, An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accounting estimates madeby the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion,

Opinion

In our opinion and to the best of our Information and according to the explanations given to us, thefinancial statements give the information required by the Act in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March,2013;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended onthat date, and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended onthat date


22

PLACE : HYDERABAD.

DATE : 25th May, 2013





Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexurea statement on the matters specified in paragraphs 4 and 5 of the Order.

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

(a) We have obtained all the information and explanations which to the best of our knowledge andbelief 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 faras It appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statementcomply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2013taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,2013 from being apponted as a director in terms of clause (g) of sub-section (1) of section 274 ofthe Act.


23

1. (a) The company has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets.

(b) The fixed assets of the company have been physically verified by the management duringthe year as per a programme of verification, which in our opinion is reasonable having regardto the size of the company and the nature of Its fixed assets. No material discrepancies werenoticed on such verification.

(c) In our opinion and according to the information and explanations given to us, during the year,the company has not disposed off any substantial part of its fixed assets so as to affect itsgoing concem.

2. (a) The stock of goods of the company has been physically verified by the management duringthe year, in our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the proceduresof physical verification of stock followed by the management are reasonable and adequate inrelation to the size of the company and the nature of its business.

(c) On the basis of our examination of records of stock. in our opinion, the company has maintainedproper records of stock. The discrepancies noticed on physical verification between thephysical stocks and the book records were not material.

3. (a) The company has not granted any loans secured or unsecured to companies, firms or otherparties listed in the register maintained u/s.301 of the Act.

(b) The company has not taken any interest free loans from companies, firms or other partieslisted in the register maintained u/s.301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is adequateinternal control system with the size of the company and the nature of its business, for the purchaseof plant and machinery, equipment and other and with regard to services rendered. Further, onthe basis of our examination and information and according to the explanations given to us, wehave neither come across nor have we been informed of any instance of major weaknesses inthe aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particularsof contracts or arrangements that need to be entered into the Register maintained undersection 301 of Act, have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the companyhas made contracts or arrangements that need to be entered in the register maintained undersection 301 of the Act, and exceeding the value of five lakh rupees in respect of each partyduring the year. However. the terms and conditions are not prejudicial to the interest of thecompany.

6. In our opinion and according to the information and explanations given to us, the company hasnot accepted any deposits from the public to which the provisions of sections 58A, S8AA or anyother relevant provisions of the Companies Act, 1956 and the rules framed there under areapplicable.

7. In our opinion, the company has an internal audit system commensurate with the size and natureof its business.

8. The maintenance of cost records has not been prescribed by the Central Government underclause (d) of sub-secton (1) of section 209 of the Companies Act, 1956.

9. (a) The company is regular in depositing with appropriate authorities undisputed statutory duesincluding provident fund investor education protection fund, employees’ state insurance.income tax. sales tax, wealth tax. service tax, custom duty, excise duty, cess and other materialstatutory dues as applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payablein respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty andcess were in arrears, as at 31s1 March, 2013 for a period of more than six months from thedate they became payable.

ANNEXURE TO THE AUDITORS’ REPORT(Referred to in paragraph (1) of our report of even date)


24

PLACE : HYDERABAD.

DATE : 25th May, 2013





(c) According to the information and explanations given to us. there are no dues of sales tax,income tax. customs duty. wealth tax, service tax, excise duty and cess which have not beendeposited on account of any dispute except for the following dues outstanding on account ofdisputes :

10. The company has neither accumulated losses as on 31.03.2013 nor has it incurred any cash lossesduring the financial year ended on that date or immediately in the preceding year.

11. The company has not defaulted in repayment of dues to any financial institution, bank or debentureholders.

12. The company has not granted any loans and advances on the basis of security by way of pledge ofshares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi mutual benefit fundI society. Therefore, theprovisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to thiscompany.

14. In our opinion, the company has maintained proper records of transactions and contracts relating todealing or trading in shares, securities, debentures, and other investments during the year and timelyentries have been made therein. Further, such securities have been held by the company in its ownname or are in the process of transfer in its name except to the extent of exemption granted u/s.49 ofthe Act.

15. The company has given guarantees for loans taken by others, from banks or financial institutions, theterms and conditions, whereof, in our opinion, are not prima facie prejudicial to the interest of thecompany.

16. In our opinion and according to the information and explanations given to us and on an overallexamination, we report that the company has not availed any term loan during the year under report.

17. Accordingly to the information and expfanations given to us and on an overall examination of thebalance sheet of the company, we report that no funds raised on short-term basis have been used forlong-term investment.

18. According to the information and explanations given to us, the company has not made any preferentialallotment of shares to parties and companies covered in the register maintained under section 301 ofthe Act, 1956.

19. According to the information and explanations given to us, during the period covered by our auditreport, the company has not issued any debentures.

20. The company has not raised any money by public issue, during the year.21. According to the information and explanations given to us, no fraud on or by the company has been

noticed or reported during the course of our audit.

AP VAT Act, 2005 Sales Tax 2.86 2005-06 to Appellete Dy. Commissioner2011-12 (CT) Secunderabad Division,

Hyderabad.Entry Tax Bhopal Entry 3.25 2005-07 and Commercial Tax Officer

Tax 2009-10 Circle 2, Bhopal

Excise Duty Excise Duty Tariff 17.48 1995-96 & Commissioner of CentralClassification and 1996-97 Excise, Hyderabad IIIAggregate value Commissionerate,of clearance Basheerbagh, Hyderabad.

Name of theStatute

Nature of Dues Forum where dispute ispending

Amount(in Rs. Lakhs)

Period for whichamount relates


25

VAMSHI RUBBER LIMITEDBALANCE SHEET AS AT 31ST MARCH, 2013

I. EQUITY AND LIABILITIES(1) Shareholders’ Funds

(a) Share Capital 2 42068000 42068000(b) Reserves and Surplus 3 92340996 82245650

(2) Non-Current Liabilities(a) Long-term Borrowings 4 40612434 41662706(b) Deferred Tax Liabilities (Net) 13499993 14424974(c) Other Long-Term Provisions 5 4921176 4011717

(3) Current Liabilities(a) Short-Term Borrowings 6 133099342 128753263(b) Trade Payables 7 43221332 38787598(c) Other Current Liabilities 8 22601523 30115164(d) Short-Term Provisions 9 5481183 5965651

-------------------- --------------------Total 397845980 388034723

=========== ===========II. ASSETS

(1) Non-current assets(a) Fixed assets(i) Tangible assets 10A 100667730 98451112(ii) Tangible assets - Capital Work In Progress 10B 4140572 994215(iii) Intangible Assets 11A 40431 50016(iv) Intangible Assets - Capital Work In Progress 11B 4030522 3899090(b) Other Non-Current Assets 12 1748130 2757415(c) Non-current investments 13 12000000 0

(2) Current assets(a) Inventories 14 114841666 115304957(b) Trade receivables 15 101569596 111139033(c) Cash and cash equivalents 16 46803253 44983201(d) Other Current Assets 17 12004080 10455684

-------------------- --------------------Total 397845980 388034723

=========== ===========Notes forming part of the financial statements 1 - 40

Particulars NoteNo.

AS ON31/03/2013

AS ON31/03/2012

Vide our report of even date:

For Ramana Reddy & AssociatesChartered AccountantsFirm Regn. No.003246S

(CA. Ramana Reddy A.V.)Partner


Place: HyderabadDate : 25th May 2013


(M. Ramesh Reddy)Chairman

(R.Surendra Reddy)Managing Director

(P. Varun Kumar)Director - Finance

Rs. Rs.


26

VAMSHI RUBBER LIMITEDPROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2013

I. Revenue from Operations 18 833074031 819698327II. Other Income 19 742687 1969851

-------------------- --------------------III. Total Revenue (I + II) 833816718 821668179

============ ============IV. Expenses:

Changes in inventories of finished goods,work-in-progress and Stock-in-Trade 20 5630370 -1086754Material Consumed 21 591069637 597233212Employee benefit expenses 22 38918209 35616168Finance costs 23 12857678 13494228Other expenses 24 157102012 134429877Depreciation and amortization expenses 10 & 11 8111161 7545799

-------------------- --------------------Total expenses 813689066 787232530

============ ============V. Profit before exceptional and extraordinary

items and tax (III-IV) 20127652 34435649VI. Exceptional items 25 -283054 124033

-------------------- --------------------VII. Profit before extraordinary items and tax (V - VI) 20410706 34311616VIII. Extraordinary Items 0 0

-------------------- --------------------IX. Profit before tax (VII - VIII) 20410706 34311616

============ ============X Tax expenses:

(1) Current tax 6351092 10282340(2) Deferred tax (Net) -924981 819735

-------------------- --------------------XI. Profit for the year from continuing operations (IX - X) 14984595 23209541

============ ============XII. Profit from discontinuing operations 0 0XIII. Tax expense of discontinuing operations 0 0

-------------------- --------------------XIV. Profit from discontinuing operations (XII - XIII) 0 0

============ ============XV. Profit for the year (XI + XIV) 14984595 23209541XVI Earnings per equity share:

(1) Basic 3.56 5.52(2) Diluted 3.56 5.52Notes forming part of the financial statements 1 - 40










Particulars NoteNo.

CurrentYear

PreviousYear

Rs. Rs.


27

CASH FLOW STATEMENT FOR THE PERIOD ENDED 31ST MARCH 2013.2012-2013

Rs.2011-2012

Rs.

A) CASH FLOW FROM OPERATING ACTIVITIES:Net Profit before Tax and Extra-Ordinary items 20410706 34311617Adjustment for:Depreciation & Amortization Expenses 8111161 7545799Bad Debts written off 36218 1606609Loss on Sale of Fixed Assets 345218 101992Exchange Variation 1009285 2455289Interest 11848393 11038939

-------------------- -------------------- Operating Profit before working Capital Changes 41760981 57060245

=========== =========== Adjustment for:

(Increase)/Decrease in Other Non-Current Assets 1009285 -1009285(Increase)/Decrease in Inventories 463291 -1850153(Increase)/Decrease in Trade Receivables 9533219 -39497181(Increase)/Decrease in Other Current Assets -1548396 4133198Increase/(Decrease) in Other Long Term Provisions -15522 1009378Increase/(Decrease) in Short Term Borrowings 3336794 40721973Increase/(Decrease) in Trade Payables 4433734 5462855Increase/(Decrease) in Other Current Liabilities -7513641 5506749Increase/(Decrease) in Short Term Provisons -484468 -59689Direct Taxes Paid (Net) -5426111 -10835593

-------------------- --------------------Cash generated from operations 3788185 3582252

=========== ===========Net cash flow from operating activities 45549167 60642497

B) CASH FLOW FROM INVESTING ACTIVITIESPurchase of Investments -12000000 0Purchase of Tangible Assets -14499354 -7469722Purchase of Intangible Assets -121847 -731471Sale of Fixed Assets 680000 30136

-------------------- --------------------Net cash used In Investing Activities -25941201 -8171057

=========== ===========

C) CASH FLOW FROM FINANCIAL ACTIVITIES:Proceeds from Long-Term Barrowings -1050272 -2771643Interest Paid -11848393 -11038939Dividend & Tax on Distributed Profits -4889248 -4889248

-------------------- --------------------Net Cash flow in Financial Activities -17787914 -18699830

=========== ===========Net Increase/Decrease in Cash and Cash Equivalent 1820052 33771610Opening Balance of Cash and Cash Equivalent 44983201 11211591

-------------------- --------------------Closing Balance of Cash and Cash Equivalent 46863253 44983201

=========== ===========











28

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

NOTE NO. 1

DISCLOSURE OF ACCOUNTING POLICIES:

a) BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

i) The financial statements are prepared under the historical cost convention in accordance withthe generally accepted accounting principles in India, the applicable Accounting Standardsissued by the Institute of Chartered Accountants of India and relevant presentationalrequirements of the Companies Act, 1956.

ii) Accounting policies not specifically referred to otherwise are in consonance with prudentaccounting principles.

iii) All income and expenditure items having material bearing on the financial statements arerecognized on accrual basis.

b) FIXED ASSETS

Fixed Assets are stated at acquisition cost (Net of Modvat / cenvat, if any) including directlyattributable cost of bringing them to their respective working conditions for the intended use lessaccumulated depreciation. All costs, including financing/borrowing cost till commencement ofcommercial production attributable to the fixed assets have been capitalized.

c) REVENUE RECOGNITION

All revenue income and expenditure are recognized on accrual concept of accounting.

Sale of Precured Tread Rubber

Revenue is recognized when significant risks and rewards of ownership of goods have passed tothe buyer and is disclosed including Excise Duty and Sales tax and excluding returns, as applicable.

Interest

Interest income is recognized on a time proportion basis taking into account the amount outstandingand the rate applicable.

d) DEPRECIATION

Depreciation on fixed assets has been provided on straight-line method at the rates specified inSchedule XIV of the Companies Act, 1956 on pro-rata basis.

e) INVENTORIES

Inventories are valued at lower of cost or net realizable value. Cost is determined using FIFOmethod.

f) FOREIGN CURRENCY TRANSACTIONS

Transactions denominated in foreign currencies are normally recorded at the exchange rateprevailing at the time of the transaction.

Forward contracts for hedging: The company uses foreign exchange forward contracts to hedgeits exposure to movements in foreign exchange rates. The use of these foreign exchange forwardcontracts reduces the risk or cost to the company and the company does not use the foreignexchange forward contracts for speculation purposes.

The premium arising at the inception of such a forward exchange contract be amortized as expenseover the life of the contract.


29

g) INVESTMENTS

Investments made by the company are primarily of long term nature and are value at cost. Provisionwill be made for decline, other than temporary, in the value of investments.

h) BORROWING COSTS

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

i) EMPLOYEE BENEFITS

Gratuity: Liability towards gratuity is provided on the basis of actuarial valuation made by anindependent actuary.

Provident Fund: Contributions paid to the prescribed authority are charged to revenue everyyear.

Leave Encashment: is at the discretion of the management and is charged to revenue in the yearof payment.

j) EARNING PER SHARE

The Company reports its Earnings per Share (EPS) in accordance with Accounting Standard 20issued by the Institute of Chartered Accountants of India.

k) TAXES ON INCOME

- The current charge for income tax is calculated in accordance with the relevant tax regulationsapplicable to the company.

- Deferred tax asset and liability is recognized for future tax consequences attributable to thetiming differences that result between the profit offered for income tax and the profit as per thefinancial statements. Deferred tax asset & liability are measured as per the tax rates / lawsthat have been enacted or substantively enacted by the Balance Sheet date.

l) PROVISION, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions involving substantial degree of estimation in measurement are recognized when thereis a present obligation as result of past events and it is probable that there will be an outflow ofresources. Contingent Liabilities are not recognized but are disclosed in the Notes. ContingentAssets are neither recognized nor disclosed in the financial statements.


30

NOTE NO. 2 As at As at31.03.2013 31.03.2012

Rs. Rs.Share Capital

EQUITY SHARE CAPITALAuthorised Share Capital - 45,00,000 Equity Shares of Rs.10/- Each 45000000 45000000

Issued, Subscribed & Fully Paid Share Capital- 42,06,800 Equity Shares of Rs.10/- each fully paid-up 42068000 42068000

-------------------- -----------------Total 42068000 42068000

=========== ==========List of Share Holders holding more than 5%Name of the Share Holder No.of % of No.of % of

shares Holding shares HoldingM. Ramesh Reddy 599850 14% 599850 14%K.V.Sarma 423743 10% 413371 10%R.Surendra Reddy 342543 8% 332543 8%P.Varun Kumar 334456 8% 334456 8%The Hercules Tire And Rubber Co., USA 415000 10% 415000 10%

NOTE NO. 3

RESERVES AND SURPLUSCapital Reserves 1500000 1500000Surplus In The Profit & Loss StatementOpening Balance 80745649 62425357Add: Surplus for the year 14984595 23209541

-------------------- -----------------95730244 85634897

Less: Proposed Dividend 4206800 4206800Less: Tax on Distributed Profits 682448 682448

-------------------- -----------------90840996 80745649

-------------------- -----------------TOTAL 92340996 82245649

=========== ==========

NOTE NO. 4

LONG TERM BORROWINGS(A) SecuredHire Purchase LoansHDFC Bank Ltd., 1309088 2359360(Secured by the relevant asset for which loan taken)

(B) UnsecuredDeferred Payment LiabilitiesDeferred Sales Tax Liability 39303346 39303346

-------------------- -----------------TOTAL 40612434 41662706

=========== ==========


31

As at As at31.03.2013 31.03.2012

Rs. Rs.NOTE NO. 5

OTHER LONG TERM PROVISIONSProvision For Employee Benefits- Gratuity (Unfunded) 4921176 4011717

-------------------- -----------------TOTAL 4921176 4011717

=========== ==========NOTE NO. 6

SHORT TERM BORROWINGS- Working capital loan from banksState Bank of India - cash credit 133099342 61950763(Secured by Inventory and Book Debts)- State Bank of India (FCNR) 0 66802500(Secured by Inventory and Book Debts)

-------------------- -----------------TOTAL 133099342 128753263

=========== ==========NOTE NO. 7

TRADE PAYABLESOutstanding dues of micro enterprises and Small enterprises 0 0Outstanding dues of Creditors other than micro enterprisesUnsecured, Considered Good 43221332 38787598

-------------------- -----------------TOTAL 43221332 38787598

=========== ==========NOTE NO. 8

OTHER CURRENT LIABILITIESCurrent maturities of long-term debt 1640640 6710640Unpaid Dividends 1488132 1075892Advance from Customers 5391628 5140219Creditors for Expenses 7912370 11222791E D on closing stock 3144331 3090768Gratuity - Short term Liability 248642 230200Sales Tax Payable 2775780 2644654

-------------------- -----------------TOTAL 22601523 30115164

=========== ==========NOTE NO. 9

SHORT TERM PROVISIONS(A) Provision For Employee BenefitsProvision for bonus 481843 453063

(B) Others (Specify Nature)Provision for Income Tax 110092 623340(Net of advance tax payments)Provision for dividend 4206800 4206800Provision for tax on Distributed Profits 682448 682448

-------------------- -----------------TOTAL 5481183 5965651

=========== ==========


32

30

Land

& S

ite D

evel

opm

ent

1183

900

00

1183

900

00

00

1183

900

1183

900

Build

ings

Fa

ctor

y Bu

ildin

gs17

8709

8864

800

017

9357

8886

8104

759

7988

092

7903

586

5675

391

8994

1

Non

Fact

ory

Build

ings

1055

7235

1271

918

011

8291

5314

7914

617

9450

016

5859

610

1705

5790

7808

9Pl

ant &

Equ

ipm

ent

Plan

t And

Mac

hine

ry11

5742

334

7772

594

1130

220

1223

8470

851

2715

9656

0144

110

3007

055

8429

6766

5417

4164

4707

38El

ectri

cal I

nsta

llatio

ns92

3262

951

9379

097

5200

850

2775

445

8361

054

8611

542

6589

342

0487

5La

b Eq

uipm

ent

2234

879

2624

90

2261

128

1147

527

1069

750

1254

502

1006

626

1087

352

Furit

ure

& Fi

xtur

es33

9364

810

112

034

0376

016

0967

921

5377

018

2505

615

7870

417

8396

9Ve

hicl

es70

4392

556

9431

4087

4672

0461

015

3747

667

3568

1326

6420

7838

015

2623

055

0644

9O

ffice

Equ

ipm

ent

2270

274

1511

730

2421

447

6460

2411

0646

075

6670

1664

777

1624

250

Com

pute

rs34

0855

030

8769

037

1731

930

8700

015

7770

032

4477

047

2549

3215

50To

tal 1

0 A

1729

3836

210

6944

2515

3896

618

2093

821

7448

7249

8101

576

1162

734

8142

6091

1006

6773

098

4511

13

NO

TE

NO

. 10

A -

TA

NG

IBL

E A

SS

ET

S

Par

ticul

ars

As o

n01

-04-

2012

GR

OS

S C

AR

RY

ING

AM

OU

NT

DE

PR

EC

IAT

ION

BLO

CK

NET

CARR

YING

AM

OUN

TAd

ditio

nsdu

ring

the

year

As o

n01

/04/

2012

Del

etio

nsdu

ring

the

year

Tota

l As

on

31/0

3/20

13F

orth

e ye

arD

elet

ion

For

the

yea

rAs

on

31/0

3/20

13As

on

31/0

3/20

13As

on

31/0

3/20

12

(Am

ount

in R

s.)

Com

pute

r So

ftwar

e59

128

00

5912

891

1295

850

1869

740

431

5001

6

Tota

l 11A

5912

80

059

128

9112

9585

018

697

4043

150

016

NO

TE

NO

. 11

A -

INTA

NG

IBL

E A

SS

ET

S

Par

ticul

ars

As o

n01

-04-

2012

GR

OS

S C

AR

RY

ING

AM

OU

NT

DE

PR

EC

IAT

ION

BLO

CK

NET

CARR

YING

AM

OUN

TAd

ditio

nsdu

ring

the

year

As o

n01

/04/

2012

Ded

uctio

nsdu

ring

the

year

Tota

l As

on

31/0

3/20

13F

orth

e ye

arD

elet

ion

For

the

yea

rAs

on

31/0

3/20

13As

on

31/0

3/20

13As

on

31/0

3/20

12

VA

MS

HI R

UB

BE

R L

IMIT

ED

No

te N

o. 1

0BCa

pita

l Wor

k in

Pro

gres

s99

4215

3146

357

041

4057

20

00

041

4057

299

4215

Tota

l 10B

9942

1531

4635

70

4140

572

00

00

4140

572

9942

15

No

te N

o. 1

1BAs

sets

Und

er D

evel

opm

ent

3899

090

1314

320

4030

522

00

00

4030

522

3899

090

Tota

l38

9909

013

1432

040

3052

20

00

040

3052

238

9909

0


33

As at As at31.03.2013 31.03.2012

Rs. Rs.Note No. 12OTHER NON CURRENT ASSETSExcise Duty Refund Receivable 1748130 1748130Miscellaneous Expenses 0 1009285(To The Extent Not Written Off or Adjusted)

-------------------- -----------------TOTAL 1748130 2757415

=========== ==========Note No. 13NON CURRENT INVESTMENTSUn quoted - Long TermIn Equity Shares of Associate Companies - fully paid up Fortune Tiretech Ltd ( No of Shares 12,00,000 @ 10/- Each) 12000000 0

12000000 0Note No. 14INVENTORIES(Valued at cost or Net Realisable Value Whichever Is Lower)

- Raw Materials And Components 26793544 21338292- Work-in-Progress 22511777 24417959- Finished Goods 60271589 63949722- Stock-tn-Trade 1049323 1041814- Stores and Spares 4215433 4557170

-------------------- -----------------TOTAL 114841666 115304957

=========== ==========Note No. 15TRADE RECEIVABLESUnsecured, Considered Good

- Debts outstanding for a period 5486916 2678769exceeding 6 Months- Other Debts 96082680 108460264

-------------------- -----------------TOTAL 101569596 111139033

=========== ==========

Note No. 16CASH AND CASH EQUIVALENTS

- Balances With Banks 6473216 9835376(Includes unclaimed dividend for the years2007-08 Rs. 1,80,968/-, 2008-09 Rs. 1,78,436/-, 2009-10Rs.3,48,920/-, 2010-11 Rs.3,63,069/-, 2011-12 Rs.4,16,740/-)- Bank Deposits

Maturity Less than a year 40270000 35000000 Maturity More than a year 45500 45500 Cash in Hand 14537 102325

-------------------- -----------------TOTAL 46803253 44983201

=========== ==========


34

As at As at31.03.2013 31.03.2012

Rs. Rs.Note No. 17OTHER CURRENT ASSTSPrepaid Expenses 790234 789060Advance to Suppliers 3909362 2375707Advances Recoverable 750150 848477Deposits with Govt. Depts. 3307124 3568455Deposits (Others) 789320 787620Tds Receivable 39641 29059Income tax refundable A/C 1420488 1420488Cenvat Receivable 782954 520616Interest Accrued but not due 214807 116202

-------------------- -----------------TOTAL 12004080 10455684

=========== ==========

Current PreviousYear Year

Rs. Rs. Rs. Rs.NOTE NO.18REVENUE FROM OPERATIONSSale of Products 928300219 896837104Less:Excise Duty -95226188 -77138777

------------------- -----------------TOTAL 833074031 819698327

=========== ==========NOTE NO.19OTHER INCOMEInterest Income 235848 704183Other Non-Operating Income 506839 1265668(Net of expenses Directly Attributable to Such Income)

------------------- -----------------TOTAL 742687 1969851

=========== ==========NOTE NO.20Changes In Inventories Of Finished Goods,Work-In-Progress And Stock-In-TradeClosing Stocks:Work-In-Progress 22511777 24417959Finished Goods 57127258 60858954Others 1049323 1041814

------------------- -----------------80688357 86318728

Less: Opening StocksWork-In-Progress 24417959 13080617Finished Goods 60858954 71262521Others 1041814 888836

------------------- -----------------86318727 85231974

------------------- -----------------TOTAL -5630370 1086754

=========== ==========


35


Rs. Rs. Rs. Rs.NOTE NO.21MATERIALS CONSUMEDOpening Stocks 21338292 20054430Add: Purchases 590090621 592236764

------------------- -----------------611428913 612291194

Less: Closing Stock 26793544 21338292------------------- -----------------

584635369 590952903Cess on Rubber 1844000 1558500Testing Charges 0 5100Freight & Cartage 4590268 4715409Service Charges 0 1300

------------------- -----------------TOTAL 591069637 597233212

=========== ==========NOTE NO.22EMPLOYEE BENEFITS EXPENSESSalaries and Incentives 33194035 30851662Contributions to Provident Fund & ESI 2552106 2501348Superannuation SchemeGratuity Fund Contributions 1533120 1099551Bonus 557838 453063Staff Welfare Expenses 1081110 710544

------------------- -----------------TOTAL 38918209 35616168

========== ==========NOTE NO.23FINANCE COSTSInterest Expenses 11363223 10993824Other Borrowing Costs 485171 45115Net Gain/Loss on Foreign Currency Transactions and Translation 1009285 2455289

------------------ ------------------TOTAL 12857678 13494228

========== ==========

NOTE NO.24OTHER EXPENSESA) Other Manufacturing Expenses

Insurance 351305 262385Stores Consumed 5311006 5454473Increase / (Decrease) in Excise Duty ProvisionOn Closing Stock -53563 1610616Packing Material Consumed 4561696 4165541Power & Fuel 42393417 29858421Repairs & Maintenance- Buildings 742875 113140- Plant & Machinery 261806 446604- Others 25263 20210


36


Rs. Rs.B) Administrative And Selling Expenses

Rent, Rates & Taxes 3124307 2937636Travelling & Conveyance 4433287 4006434Postage & Telephone 233370 207525Insurance 241100 157354Professional & Legal Expenses 4840649 3472436Marketing & Service Charges 2836835 2642178Sales Tax (VAT & CST) 46217147 41894286Discount & Rebate 15520385 12512318Freight & Cartage (Outward) 9884564 8832585Loading & Un-Loading Charges 1433720 1258242Bank Charges 1052576 1808528Managerial Remuneration 9600000 7550000Managerial Perquisites 231060 129748Sitting Fees To Directors 19500 19000Auditors Remuneration 120000 120000Telephone and Telex Charges 452083 527376Vehicle Maintenance 860901 683569Books and Periodicals 11157 8303Security Charges 916207 792013Printing And Stationery 164480 208863Office Maintenance 360523 361749Electricity Charges 423415 351390General Expenses 271867 300552Registration, Licence & Filing Fee 28793 34417Membership Fee 41499 19127Bad Debts Written Off 36218 1606609Agm Expenses 146463 54149Donations 6100 2100

-------------------- -----------------TOTAL 157102012 134429877

=========== ==========NOTE NO.25EXCEPTIONAL ITEMSPrior Period Expenses 0 22041Profit On Sale Of Fixed Assets -314136 0Loss On Sale Of Assets 31082 101992

-------------------- -----------------TOTAL -283054 124033

=========== ==========


37

NOTE NO. 27Excise Duty Refund Receivable BalanceThe company has paid Rs.17.48 lakhs towards the Excise Duty on Finished Products viz., Precured TreadRubber, Cushion Gum, Vulcanizing solution during the period 1995-96, 1996-97 against the show cause noticeissued by the Central Excise Department dispute in tariff classification and computation of aggregate value ofclearances. The company has filed petition before the Honb’le High court of Andhra Pradesh and pending thefinal decision. The amount is treated as Excise duty refund receivable account and shown under the head “OtherNon Current Assets”. The management is confident that the same will be recovered.NOTE NO. 28Cash Credit facility taken from State Bank of India, Hyderabad is secured by hypothecation of Stock of RawMaterials, Work-in-Progress, Finished Goods, Stores & Spares, Book Debts etc., also guaranteed by four Directorsof the Company in their personal capacity

NOTE NO .29ESTIMATED CONTRACTS

Estimated contracts remaining to be Executed onCapital Account and not Provided for Nil Nil

Particulars 2011-12 (Rs.)2012-13 (Rs.)

NOTE NO. 30AUDITORS REMUNERATION :

As Auditors 80,000 80,000

Tax Audit Fee 25,000 25,000

Income Tax & Other Services 15,000 15,000

TOTAL 1,20,000 1,20,000


NOTE NO. 26Contingent Liabilities not provided for:

In respect of Bank Guarantees 20.50 1.50

In respect of Disputed Sale Tax Liability 2.86 20.96

In respect of Entry Tax – Bhopal 3.25 3.25

In respect of Corporate Guarantee to M/s. Fortune Tire Tech Limited 793.80 —

Contingent Liabilities not provide for2011-12

Rs. In Lakhs2012-13

Rs. In Lakhs

NOTE NO. 31MANAGERIAL REMUNERATION:

Remuneration -

Managing Director 24,00,000 22,50,000

- Whole Time Directors 72,00,000 53,00,000

Perquisites

- Managing Director 50,344 34,221

- Whole Time Directors 1,80,716 95,527

TOTAL 98,31,060 76,79,748



38

Number of Employees who were inreceipt of Rs.60,00,000 ormore per annum or Rs. 5,00,000 or more per month if employedfor a part of the year. Nil Nil

Particulars 2011-12Rs.

2012-13Rs.

NOTE NO. 32

NOTE NO. 34

TRANSACTIONS WITH THE RELATED PARTIES PURSUANT TO ACCOUNTING STANDARD 18.

List of Related Parties

Key managerial personnel - Sri M.Ramesh Reddy (Chairman)

- Sri R.Surendra Reddy (Managing Director)- Sri P.Varun Kumar (Director Finance)- Sri K.V.Sarma (Director Operations)

Associated Companies Fortune Tire Tech Limited

Transaction with the Related Parties

Sale of Goods 91,19,864 - - -

Purchases/Services - - - -

Remuneration paid - - 98,26,460 76,79,748

Investments 120,00,000 - - -

Loans/ Advances - - - -

Particulars

Rs.Associate Companies2012-13 2011-12

Key Management personnel2012-13 2011-12

Balance as at 31st March

Sale of Goods 2,15,305 - — —

Remuneration — — 6,00,075 5,21,149

Particulars

Rs.Associate Companies2012-13 2011-12

Key Management personnel2012-13 2011-12

NOTE NO. 33

EXPENDITURE IN FOREIGN CURRENCY:

Expenditure in Foreign Currency:

- On Raw Material NIL NIL

- On Machinery Consumables NIL NIL

Earning in Foreign Currency:

- Sales NIL NIL


2012-13Rs.


39

NOTE NO. 35

EARNINGS PER SHARE:

Profit attributable to the Equity Share Holders 149,84,585 232,22,727

No. of Equity Shares 42,06,800 42,06,800

Nominal Value of Share 10 10

Earnings Per Share 3.56 5.52


2012-13Rs.

NOTE NO. 36

Micro Small and Medium enterprises under the micro Small and Medium Enterprises DevelopmentAct, 2006 have been determined based on the information available with the Company and the requireddisclosures are given below:

A Principal amount remaining unpaid as on 31st March - -

B Interest due thereon as on 31st March - -

C Interest paid by the Company in terms of Section 16 of Micro, Smalland Medium Enterprises Development Act, 2006,along with theamount of the payment made to the supplier beyond the appointedday during the year - -

D Interest due and payable for the period of delay in making payment(which have been paid but beyond the appointed day during the year)but without adding the interest specified under Micro, Small andMedium Enterprises Development Act, 2006 - -

E Interest accured and remaining unpaid as at 31st March - -

F Further Interest remaining due and payable even in the succeedingyears, until such date when the interest dues as above are actuallypaid to the small enterprise. - -

2011-12Rs.

2012-13Rs.

NOTE NO. 37

In compliance with the Accounting Standard “AS-22 Accounting for Taxes on Income” issued by theInstitute of Chartered Accountants of India, the company has recognized Rs. 9,24,981/- towards deferredtax Asset for the year 2012-13. The major component of deferred tax asset / liability is on account oftiming difference in depreciation.

NOTE NO. 38

The company has published Quarterly financial results in accordance with the requirements of listingagreement with stock exchange. The recognition and measurement principle as laid down in theAccounting Standard – 25 “Interim Financial Reporting” have been followed in the presentation ofthese results.


40

NOTE NO. 39

Borrowing costs as per the Accounting Standard AS-16 are attributable to the acquisition or constructionof qualifying assets are capitalized Rs. 1,45,647/- as part of the cost of such assets. All other borrowingcosts are charged to the profit and loss account Rs.2,63,068/- as incurred.

NOTE NO. 40

Previous year figures have been regrouped wherever if thought necessary in conformity with the currentyear groupings. Paise have been rounded off to the nearest rupee.

Notes to the financial statements. Cash Flow Statement and statement on accounting policies form anintegral part of the balance sheet and profit and loss statement.

SIGNATURES TO NOTES “1” TO “40”

VIDE OUR REPORT OF EVEN DATE




FOR AND ON BEHALF OF THE BOARD

(M.RAMESH REDDY)CHAIRMAN

(R.SURENDRA REDDY)MANAGING DIRECTOR

(P.VARUN KUMAR)DIRECTOR· FINANCE



41

Name & Address of the Share Holder : _____________________________________

No. of share(s) held : _____________________________________

Vamshi Rubber LimitedRegd. Office: 8-2-594/1/A/1, Opp. Hotel Taj Krishna, Banjara Hills, Road No. 1, Hyderabad - 500 034. A.P.,

ATTENDANCE SLIP19th Annual General Meeting, Friday the 27th Day of September, 2013

D.P.Id*

Client Id*

Reg. Folio No.

** Member’s/Proxy’s Signature** Member’s/Proxy’s Name in Block Letters

I certify that I am a member/proxy for a member of the company. I hereby record my presence at the19th Annual General Meeting of the Company being held on Friday the 27rth day of September, 2013 at10.30 A.M. at Surana Udyog Auditorium, FAPCCI, Red Hills, Hyderabad.

Note: Member / Proxy must bring the Attendance Slip to the Meeting and hand it over, duly signed at theregistration counter.* Applicable for Investors holding shares in electronic form.** Strike out whichever is not applicable

Vamshi Rubber LimitedRegd. Office: 8-2-594/1/A/1, Opp. Hotel Taj Krishna, Banjara Hills, Road No. 1, Hyderabad - 500 034. A.P.,

PROXY FORM

I/We…………………………………………......….……………………….……….…………………..........

of ………………………………………………………………………………………..……………….….......

being a member/members of M/s. VAMSHI RUBBER LIMITED hereby appoint.…………….….......

of …………………………………………………………………………………………………………......

or failing him/her…………………………………………………………………………………………….

of …………………………………………………………………………………………………......

D.P.Id*

Client Id*

Reg. Folio No.

as my/our proxy to vote for me/us on behalf at the 19th Annual General Meeting of the Company tobe held on Friday the 27rth day of September, 2013 at 10.30 A.M. at Surana Udyog Auditorium,FAPCCI, Red Hills, Hyderabad. Affix

Re. 0.15Revenue

Stamp

Signed this ...................................................... day of ....................... 2013

Note : 1. Proxy need not be a member.

2. Proxy Form, complete in all respects, should reach the Registered Office of the Company,not less than 48 hours before the time of holding of the meeting.

* Applicable for Investors holding shares in electronic form.

Signature

�


42

AUDITORS :M/s. Ramana Reddy & AssociatesChartered Accountants103, My Home Plaza,Masab Tank, Hyderabad – 500 028

BANKERS :State Bank of India,Commercial Branch,Bank Street, Kothi,Hyderabad – 500 095.

REGISTERED OFFICE :8-2-594/1/A/1, Opp. Hotel Taj Krishna,Banjara Hills, Road No.1,Hyderabad – 500 034Phone : 040-23353280 /23353281Fax : 040-23353282Email: [email protected]

FACTORY :Survey No. 312/E, Lingojigudem Village,Choutuppal Mandal,Nalgonda District - 508 252,Andhra Pradesh

STATUTORY COMMITTEESAudit CommitteeSri A. Venkat Reddy, ChairmanSri A. Vamsheedhar Reddy, MemberSri S. Ramachandra Prasad, Member

Remuneration CommitteeSri S. Ramachandra Prasad, ChairmanSri A. Venkat Reddy, MemberSri A. Vamsheedhar Reddy, Member

Share Holders / InvestorsGrievance CommitteeSri. P. Varun Kumar, ChairmanSri A. Vamsheedhar Reddy, MemberSri A. Venkat Reddy, Membere-mail : [email protected]

Registrars & Share Transfer AgentCIL SECURITIES LIMITED214, Raghava Ratna TowersChirag Ali Lane, Abids,Hyderabad - 500 001.Phone : 040-23203155 / 23202465Fax : 040-23203028 / 66661267e-mail : [email protected]

BOARD OF DIRECTORS :1) Sri M. Ramesh Reddy, Chairman2) Sri R. Surendra Reddy, Managing Director3) Sri P. Varun kumar, Director – Finance4) Sri K. V. Sarma, Director – Operations5) Sri S. Ramachandra Prasad, Director6) Sri A. Vamsheedhar Reddy, Director7) Sri A. Venkat Reddy, Director8) Sri N. Sandeep Kumar Reddy, Director

C O N T E N T S

Notice to Share Holders : 1Directors’ Report : 5Report on Corporate Governance : 9Auditors’ Report : 21Balance Sheet : 24

Profit & Loss Account : 25Cash Flow Statements : 26Notes forming part ofFinancial Statements : 27Balance Sheet Abstract : 33

vamshi rubber limited - moneycontrol.com · vamshi rubber limited 1 notice of annual general...

Documents