Directors Report of Eastern Treads Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 31^st Annual Report on the business operations of the Company and the
audited Ind AS financial statements for the financial year ended March 31,2024 along with comparatives.

Financial Summary and Highlights

The following table shows the operational results of the Company for the year 2023-24 as compared to that of the
previous year.

in lakhsl

	Year ended
	31/03/24	31/03/23
Revenue from Operations	5,953	5,984
Other Income	24	8
Total Revenue	5,977	5,992
Expenditure	5,870	6,272
(Loss) / Profit before Interest, Depreciation and Tax	107	(280)
Depreciation/Amortization/ Impairment	122	165
Profit before Finance Costs and Tax	(15)	(445)
Finance Costs	297	323
Profit (Loss) before Tax	(312)	(768)
Tax Expense	(17)	(45)
Profit (Loss) for the year	(295)	(723)
Other comprehensive income/ (loss)	14	(18.85)
Total comprehensive loss for the year	(280)	(742)

Perfomance

During the fiscal year ending March 31, 2024, your company recorded a total income of Rs. 5,953 lakhs, compared to
Rs. 5,984 lakhs in the preceding year. The profit/(loss) before tax for the year was Rs. (312) lakhs, an improvement from
Rs. (768) lakhs in the previous fiscal year. After tax, the profit/(loss) for the year ended March 31, 2024, amounted to
Rs. (295) lakhs, an improvement from Rs. (723) lakhs in the previous fiscal year. Despite maintaining the same revenue
as the previous year, your company successfully reduced losses by 59%. Looking ahead, your company anticipates
achieving positive results in the upcoming financial periods.

Reserves

In view of the loss incurred during the year, the Board of Directors of your Company has decided not to transfer any
amount to the reserves for the year under review.

Dividend

In view of loss incurred during the year under review and losses of earlier years, your Directors do not recommend any
dividend during the year under review.

Material Changes and Commitments

There have been no material changes and commitments, which affect the financial position of the Company which have
occurred between the end of the financial year to which the financial statements relate and the date of this Report

Information On State Of Company''s Affairs

Information on operational and financial performance etc., is provided in the Management Discussion and Analysis
Report, which is annexed to the Directors'' Report.

Change in the nature of business, if any;

There are no change in the nature of business of the Company during the period under review.

Capital and Debt Structure

The Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options or
Employee stock purchase scheme. As at the end of the financial year the Company''s Authorized Equity Share Capital
stands at Rs. 600 lakhs and paid-up Equity Share Capital stands at Rs. 523.20 Lakhs less of forfeiture account 17.98
Lakhs.

About 34.33% of the paid up equity share capital held by large number of public shareholders. Your Company neither
issued any shares with differential voting rights nor granted any stock options or sweat equity and instruments convertible
into equity shares. Your Company has not made any provision of money for purchase of its own shares by employees or
by trustees for the benefit of employees during the year under review

As per the terms of issue (as varied), the outstanding Zero Coupon Redeemable Preference Shares are liable to be
redeemed at the rate of rupees One Crore every year in a phased manner. The Company has the option to stretch the
redemption until 9^th February 2029, being the date of expiry of twenty years from the date of the original allotment. While
the first tranche of redemption of rupees One Crore was made in FY 2016-17, no redemption was made in subsequent
financial years including FY 2023-24.

Directors and Key Managerial Personnel

The composition of the Board of Directors of the company is duly constituted as per provisions of Companies Act 2013.
Further to be noted that the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
regarding the composition of Board is not applicable to the company during the period under review. The Directors and
Key Managerial Personnel (“KMP”) of the Company as on the date of this report is as follows:

Sl No	Name of the Director/KMP	DIN	Designation
1	Navas M Meeran	00128692	Chairman
2	M E Mohamed	00129005	Managing Director (KMP)
3	N Jeyaseelan	02281278	Additional Independent Director
5	Rani Joseph	07423144	Independent Director
6	Naiju Joseph	00419362	Director
7	Shereen Navas	00328770	Director
8	Devarajan Krishnan	NA	Chief Financial Officer
9	Abil Anil	NA	Company Secretary

Mr. Neelcanta Iyer and Mr. M S Ranganthan, Independent Directors retired from their office due to expiry of their term
effective from May 08, 2024. The board appointed Mr. N Jeyaseelan as Additional Director in the capacity of Non¬
Executive Independent Director effective from May 06, 2024 and who shall hold office till the ensuing Annual General
Meeting as per Section 161.The appointment of Mr. N Jeyaseelan is being proposed for the approval from the members
of the company at the ensuing Annual General Meeting.

During the year under review, following changes occurred in the composition of KMP:

Sl No	Name of the Director/KMP	DIN	Designation	Effective Date	Nature of Change
1	Mr. Abil Anil	NA	Company Secretary	April 05, 2023	Appointment
2	Mr. Suresh S	NA	Chief Financial Officer	August 04, 2023	Resignation
3	Mr. Devarajan Krishnan	NA	Chief Financial Officer	August 14, 2023	Appointment

Mr. Ravi Kumar Mava, Chief Operating Officer is designated by the Board as Senior Management Personnel effective
from August 14, 2024. Senior Management Personnel includes KMP''S.

Mrs. Shereen Navas, having DIN: 00328770, Director retires by rotation at the ensuing Annual General Meeting and
being eligible, offer herself for re-appointment. The Board recommends her reappointment at the ensuing Annual General
Meeting.

The Board has considered the declarations given by independent directors under Section 149(7) and Regulation 25(8) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to meeting the criteria of
independence and compliance with the Code for Independent Directors. Independent directors further declared that they
are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgment and without any external influence and are
independent of the management.

The Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than
sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the
Company. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise and they hold highest standards of integrity. The Directors are compliant with the applicable
provisions of Companies (Appointment and Qualification of Directors) Rules, 2014.

Board Meetings

Seven Board meetings were held during the year. Details of Board meetings are included in Corporate Governance
Report.

Committees of the Board

The Company is having four Board Committees, Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee and Risk Management Committee. Details of all the committees along with their main terms,
composition and meetings held during the year under review are provided in the report on Corporate Governance,
forming part of this Annual Report. The Board has accepted all recommendations of the Audit Committee during the year
under review.

Board Evaluation

The Board has annually evaluated the performance of the Board, its committees and individual directors. The Board
evaluated the performance of Non-Executive and Independent Directors and their core skills, expertise and competencies.
All the Directors are eminent personalities having wide experience in the field of business, industry and administration.
Their presence on the Board is advantageous and fruitful in taking business decisions. Further details of Board evaluation
are provided in the Report on Corporate Governance.

Remuneration of Directors and Employees

The Board has considered the Company''s policy on directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes and independence of a director. The information required pursuant to Section
197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as Annexure -1 and forms part of this Report.

Directors'' Responsibility Statement

Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there
are no material departures.

(b) 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 your Company at the end of the
financial year and of the profit of the Company for that period.

(c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting
fraud and other irregularities.

(d) Prepared the Annual Accounts on a going concern basis.

(e) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

(f) Had laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively.

Internal Financial Controls

Internal financial control and their adequacy are included in the Management Discussion and Analysis, forming part of
this report.

Frauds reported by the Auditor, if any.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section
143(12) of the Act.

Subsidiaries, associates and joint ventures

The company has no Subsidiaries, associates and joint ventures during the period under review.

Deposits

The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies
Act, 2013 are applicable.

Corporate Social Responsibility

Company has generally taken corporate social responsibility (CSR) initiatives. However, the present financial position of
the Company does not mandate the implementation of CSR activities pursuant to the provisions of Section 135 and
Schedule VII of the Companies Act, 2013.

Loans, Guarantees or Investments

Details regarding loans, guarantees, or investments as per Section 186 of the Companies Act, 2013 are provided in the
notes to the Financial Statements. The company has made investments in M/s. Shipnext Solutions Private Limited,
holding 1441550 equity shares representing a 9.69% stake in the company. Additionally, the company provided a guarantee
on behalf of Shipnext Solutions Private Limited for a loan obtained from Federal Bank amounting to Rs. 100 lakhs. It is
noteworthy that this guarantee has been settled as of the date of this report.

Contracts or Arrangements with Related Parties

There were no materially significant related party transactions which could have had a potential conflict with the interests
of the Company. Transactions with related parties are in the ordinary course of business on arm''s length and are periodically
placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year,
in Form AOC-2 is enclosed as Annexure -2. Disclosures of related party transactions are as given in notes to the
Financial Statement.

The Board of Directors, as recommended by the Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules
thereunder and the Listing Agreement. The policy on Related Party Transactions is available on the website of the
Company at https://www.easterntreads.com/invester-zone/policies-downloads. The details of the transactions with related
parties during the financial year are provided in the financial statements.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Your Company continues its efforts to improve energy conservation and utilization most efficiently to nurture and preserve
the environment and to exploit all its avenues to adopt latest technology in its operations. The information required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding
Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - 3 to this
report.

Risk Management

Company has developed and implemented a risk management policy, and formed a Risk Management Committee to
address and evaluate various risks impacting the Company and a report on risk management is provided in this Annual
Report in Management Discussion and Analysis. The Risk Management Committee of the Company has not identified
any elements of risk which in their opinion may threaten the existence of your Company.

Vigil Mechanism

A Vigil Mechanism for directors and employees to report genuine concerns has been established as required under the
provisions of Section 177 of the Companies Act, 2013. The Vigil Mechanism Policy has been uploaded on the website of
the Company at https://www.easterntreads.com/invester-zone/policies-downloads.

Material Orders of Judicial Bodies / Regulators

No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going
concern status of the Company''s operations.

Statutory Auditors and Auditors'' Report

In accordance with Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014,
M/s. G Joseph & Associates, Chartered Accountants, Kochi were appointed as the Statutory Auditors of the Company at
the 29^th Annual General Meeting for a tenure of five years, from the conclusion the 29^th Annual General Meeting till
conclusion of 34^th Annual General Meeting. Necessary certificate has been obtained from the Auditors as per Section
139(1) of the Companies Act, 2013. The Auditors have confirmed that they hold a valid certificate issued by the Peer
Review Board of the ICAI.

There were no qualifications, reservation or adverse remarks given in the Statutory Auditor''s Report. No offence of
fraud was reported by the Statutory Auditor of the Company.

Secretarial Audit Report

The Company has appointed M/s. BVR & Associates as the Secretarial Auditors of the Company for the period under
review and the secretarial audit report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines,
Listing Agreement, Standards etc. as stipulated by Section 204 of the Companies Act 2013, read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report as Annexure - 4. There
were no qualifications, reservation or adverse remarks given in the Secretarial Audit Report. No offence of fraud was
reported by the Secretarial Auditor of the Company.

Cost Records and Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the
Cost Audit Report is not mandatorily applicable to our Company for the financial year, hence, no such audit has been
carried out during the year. The Cost accounts and records as required to be maintained under Section 148 (1) of Act are
duly made and maintained by the Company.

Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board
meetings and Annual General Meetings.

Corporate Insolvency Resolution Process

No application filed for corporate insolvency resolution process, by financial or operational creditor or by the Company
under The Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal during the year.

Corporate Action

The Board of Directors at its meeting held on 14 February 2019 approved the proposal to convert 9,00,000 outstanding
Redeemable Preference Shares into Equity Shares by issue of equity shares through Preferential Allotment route to the
Preference Shareholders. Company was in the process of getting required approvals to take further steps for the proposed
conversion of Preference Shares. Currently this preference shares continues to be Zero Coupon Redeemable Preference
Shares.

Annual Return

In compliance with Section 92 and Section 134 of the Companies Act,2013 the Annual Return in the prescribed format is
available at https://www.easterntreads.com/reports/Annual Reports

Listing and Dematerialization

The equity shares of the Company are listed on the BSE Limited. The equity shares of the Company were not suspended
from trading during the year. Shareholders are requested to convert their holdings to dematerialized form to derive its
benefits by availing the demat facility provided by NSDL and CDSL.

Corporate Governance Report

Your Company has been complying with the principles of good Corporate Governance over the years and is committed
to the highest standards of compliance. Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance
with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2)
and para C, D and E of Schedule V shall not apply the Company. However, as a good Corporate Governance practice the
Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance
is annexed as Annexure - 5 and forms part of this Report.

Management Discussion and Analysis Report

As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as
Annexure - 6 and forms part of this Report.

Employee Wellbeing and Safety

Your Company has implemented policies and procedures with the objective of ensuring employee safety, security and
wellbeing at the workplace. As stated in our Code of Conduct, we are committed to provide a gender friendly workplace,
equal opportunities for men and women, prevent/redress sexual harassment and institute good employment practices.
The Company has adopted policy on prevention of sexual harassment in line with the requirements of the Sexual
Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual
harassment complaints received and disposed of during the year:

a) Number of complaints pending at the beginning of the year : Nil

b) Number of complaints received during the year : Nil

c) Number of complaints disposed off during the year : Nil

d) Number of cases pending at the end of the year : Nil

Disclosure requirements under Regulation 30 A

In pursuance of Regulation 30A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we hereby
disclose that as on 31.03.2024 the Company had an agreement with Shipnext Solutions Private Limited (erstwhile subsidiary
company) to extend corporate guarantee against a term loan amounting to Rs. 100 Lakhs taken from Federal bank
Limited. However the same is withdrawn and there exist no liability against the company as on the date of this report.

Further there exist an agreement between Kerala State Industrial Development Corporation Limited (KSIDC) and
Mr. Navas Meeran, promoters of the Company dated October 05, 1995. In accordance with the agreement KSIDC
subscribed to the company''s equity shares and presently retains an 11% stake in the equity capital. This arrangement
entails that Mr. Navas Meeran is obliged to repurchase the shares from KSIDC whenever approached by KSIDC.
Subsequently, on March 24, 2007, in connection with the aforementioned agreement, the parties entered into a further
agreement outlining the terms for the repurchase of shares from KSIDC to Mr. Navas Meeran. According to the agreement,
Mr. Navas Meeran is committed to acquiring the shares from KSIDC within 30 days of the request and at a price specified
in the terms of the agreement. Management considers this agreement, as having an impact on the control of the company
and is disclosed to stock exchange and in the annual report in compliance with regulation 30A of SEBI (LODR) Regulations
2015.

The details of the aforementioned agreement are available under the investor tab in the website of the company at https:/
/www.easterntreads.com/en/investor-Zone.

Other Disclosures

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof: NIL

Acknowledgement

Your Directors wish to place on record their gratitude to Bankers, Share Transfer Agents, Auditors, Customers, Suppliers
and Regulatory Authorities for their timely and valuable assistance and support. The Board values and appreciates the
professionalism, commitment and dedication displayed by employees at all levels. Your Directors are thankful to the
shareholders for their continued support and confidence.

For and on behalf of the Board

Ernakulam Navas M Meeran

August 12, 2024 Chairman

DIN: 00128692

---

Mar 31, 2017

Dear Member,

The Directors have pleasure in presenting the 24^th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31^st March, 2017.

Financial Results

The following table shows the operational results of the Company for the year 2016-17 as compared to that of the previous year.

(Rs. in lakhs)

	Year ended
	31/03/17	31/03/16
Revenue from Operations	9336	8759
Other Income	87	12
Total Revenue	9423	8771
Expenditure	8820	8003
Profit before Interest, Depreciation and Tax	603	768
Financial Cost	225	138
Depreciation and Amortization	178	116
Profit before Tax	200	514
Profit after Tax	133	341

Financial Highlights

Considering the turmoil in the industry in general, your Company reported satisfactory performance during the financial year. The revenue has been improved by 7.4%, when compared to the previous year. Due to the uncertainties and turbulences in the market PBIDT has declined by 21%. The profit before tax and Net Profit after Tax have also dropped by 61%.

The Company was able to manage its growth in revenue, but the margin has shrunk due the rise in input costs. This fall in profit was on account of factors, like volatility in raw material prices, increased debt, higher finance cost, depreciation charges, demonetization and other economic restrictions etc.

Operational Highlights

During the year, key raw material prices were volatile in nature and this unpredictability impacted margins. Even though the Company has fought hard to mitigate the increase in input cost and passed some of this cost on to its customers, it could not increase the price in line with the extensive escalation of costs due to resistance in accepting the hike, as the retreaders were under high pressure to transmit the increase to end customers due to the pricing strategies of tyre manufacturers. Further as tyre retreading industry is cash driven in nature, the industry faced strong adverse impact of demonetization. However better operating efficiencies, saving in cost to the possible extent, launch of new products and franchise operations helped the Company to manage the profitability. The operations are exhaustively discussed in ‘Management Discussion and Analysis’ forming part of the annual report.

Dividend

The Board has recommended a dividend @ 5% (Re. 0.50 per equity share of Rs. 10/- each) for the financial year 2016-17. Subject to the approval of shareholders, the dividend will be paid on or after 15^th July, 2017 to the shareholders, whose name appears on the Register of Members / Beneficial Owners at the close of business hours on Friday, 30^th June, 2017.

Deposits

The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.

Board of Directors and Key Managerial Personnel

Mr. M.E. Mohamed, Managing Director, Mr. Rajesh S., Chief Financial Officer and CS. Baiju T., Company Secretary are the Whole-time Key Managerial Personnel of the Company. Mr. Naiju Joseph, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

Mr. M.E. Mohamed, Managing Director has vacated his office as the Managing Director and Whole-time KMP on 25^th August, 2016 and continued as a director. Considering his rich and varied experience in the industry and his involvement in the operations of the Company over a long period of time, as recommended by the Nomination and Remuneration Committee, the Board reappointed him as the Managing Director for a period of 5 years with effect from 9^th February, 2017. Being the Managing Director, he has also designated as Whole-time KMP. Mr. M.E. Mohamed seeks the approval of shareholders to hold the office of Managing Director for a period of 5 years with effect from 9^th February, 2017.

The Board has considered the declarations given by independent directors under Section 149 (6) and the Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director. The Board has further evaluated its own performance and that of its committees and individual directors. None of the Directors is disqualified under Section 164 of the Companies Act, 2013.

Directors'' Responsibility Statement

Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:-

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

(b) 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 your Company at the end of the financial year and of the profit of the Company for that year.

(c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(d) Prepared the Annual Accounts on a going concern basis.

(e) Had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors & Audit Observations

The period of appointment of M/s. JVR & Associates, Chartered Accountants as the auditors of the Company expires at this Annual General meeting. Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 the existing auditors cannot be reappointed at the ensuing Annual General Meeting and the Board recommends the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants, Kochi as Statutory Auditors, to hold office for a period of five consecutive financial years from the conclusion the 24^th Annual General Meeting, subject to ratification of the appointment at every Annual General Meeting. Necessary certificate has been obtained from the Auditors as per Section 139(1) of the Companies Act, 2013. The Auditor’s observations are suitably explained in notes to the Accounts and are self-explanatory.

Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year 2016-17; hence, no such audit has been carried out during the year.

Secretarial Audit Report

The secretarial audit report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report as Annexure - A. The findings of the audit have been satisfactory.

Public Shareholding

About 34.50% of the paid up equity share capital of the Company are held by a large number of public shareholders. The category-wise shareholdings are reported in the “Extract of Annual Return” forming part of the annual report.

Listing and Dematerialization

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

Extract of Annual Return

The details regarding extract of Annual Return in Form No: MGT-9 pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as

Annexure - B.

Related Party Transactions

There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arm’s length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure - C.

The Board of Directors, as recommended by the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was has been uploaded on the website of the Company. There has been no change in the policy since the last fiscal year.

Conservation of Energy, Technology Absorption, Foreign Exchange Inflow & Outflow

Your Company continues its efforts to improve energy conservation and utilization most efficiently to nurture and preserve the environment and to exploit all its avenues to adopt latest technology in its operations. The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - D to this report.

Corporate Governance

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C , D and E of Schedule V shall not apply the Company. However, as a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as Annexure - E and forms part of this Report. As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure - F and forms part of this Report.

Personnel

None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - G and forms part of this Report.

Corporate Social Responsibility

Company has generally taken corporate social responsibility (CSR) initiatives. However, the present financial position of the Company does not mandate the implementation of CSR activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The Company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

Vigil Mechanism

A Vigil Mechanism for directors and employees to report genuine concerns has been established as required under the provisions of Section 177 of the Companies Act, 2013. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement. Company has availed Line of Credit facility offered by IDBI Bank Ltd to the extent of Rs.750 Lakhs in the form of Bill discounting facility to the Company’s approved vendors supplying raw materials to the Company and has guaranteed for its repayment.

Development and Implementation of Risk Management Policy

Company has developed and implemented a risk management policy, and formed a Risk Management Committee to address and evaluate various risks impacting the Company and a report on risk management is provided in this Annual Report in Management Discussion and Analysis.

Adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Company Secretary has been appointed as the Internal Auditor with a dedicated internal audit team. The internal audit reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company’s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

Material Changes and Commitments

No material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2016-17 and till the date of this report.

Statutory Orders

No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Company’s operations.

Employee Wellbeing and Safety

Your Company has implemented policies and procedures with the objective of ensuring employee safety, security and wellbeing at the workplace. As stated in our Code of Conduct we are committed to provide a gender friendly workplace, equal opportunities for men and women, prevent/redress sexual harassment and institute good employment practices. The Company has adopted policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints. The Company has not received any complaint under this policy during the year 2016-17.

Acknowledgement

Your Directors wish to place on record their gratitude to Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities for their timely and valuable assistance and support. The Board values and appreciates the professionalism, commitment and dedication displayed by employees at all levels. Your Directors are thankful to the shareholders for their continued support and confidence.

For and on behalf of the Board

Kochi Navas M Meeran

04/05/2017 Chairman

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Mar 31, 2015

Dear Member,

The Directors have pleasure in presenting the Annual Report along with the audited statements of account of your Company for the financial year ended 31st March, 2015.

Financial Highlights

The performance of your Company has been satisfactory. The following table shows the operational results of the Company for the year 2014-15 as compared to that of the previous year.

RS. in lakhs

Year ended

31/03/2015 31/03/2014

Revenue from Operations 8,761.27 8,924.72

Other Income 107.42 32.62

Total Revenue 8,868.69 8,957.34

Exceptional Income 104.06 0.00

Expenditure 8,481.98 8,547.98

Profit before Interest, Depreciation 490.77 409.36 and Tax

Financial Cost 154.46 82.59

Depreciation and Amortization 94.57 79.09

Profit before Tax 241.74 247.68

Profit after Tax 157.59 164.09

Operations

Your Company reported satisfactory performance during the financial year. Even though revenue has been declined by 0.99% due to the general market trend, PBIDT has improved by 19.89%. However, the Profit Before Tax and Net Profit after Tax have dropped by 2.39% and 3.96% respectively.

During the year, the key raw materials prices have been dropped from its peak level. However the hike in other input costs has impacted on the margins. The availability of inventory at lower prices has negatively impacted on inventory valuation and profitability. Due to this sharp dip in prices the procurement of our products were deferred by our dealers and forced the Company to offer discounts and reduction in prices. We have managed this challenge by putting all efforts to save operations cost to the possible extent.

Prospects

Our brand reputation together with quality product portfolio facilitated us to get strong customer support and better acceptance from domestic and international markets. With comprehensive range products that can excel in all weather and road conditions, Eastern brand has been recognized as a premier tyre retreading solution provider and market leader in this industry.

With our brand image and healthy networks we are focusing to further deepen our customer base and to magnify our global presence through better market penetration by providing tyre retreading solutions and services to our end users through own and franchise tyre service centers. As tyre retreading has emerged as a part of overall tyre management program and fiscally viable option for fleet owners, with more than two decades of expertise in providing retreading solutions, with Eastern brand, we are confident inaccomplishing our forecasts.

Dividend

Subject to the approval of the members in the Annual General Meeting, a dividend payment of 5% per equity share (face value 10 per equity share) for the year 2014-15 will be paid on or after 28th July 2015, to those whose names appear in the Register of Members / beneficial owners at the close of business hours on Wednesday, 22nd July 2015.

Deposits

The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.

Board of Directors & Key Managerial Personnel

Mr. Naiju Joseph, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. Mrs. Shereen Navaz was appointed as an Additional Director at the Board Meeting held on 31/03/2015 and holds office up to the date of the ensuing Annual General Meeting, and being eligible, offer herself for appointment. Company received a notice in writing from a member, pursuant to the provisions of Section 160 of the Companies Act, 2013 signifying his intention to propose the candidature of Mrs. Shereen Navaz for the office of Director. Mr. M.S. Ranganathan, Mr. M.S. Sebastian and Mr. K.S. Neelacanta Iyer were appointed as Director liable to retire by rotation and are eligible to continue as Independent Directors to hold office for a term up to 31st March, 2019. The Board recommends their appointments.

Mr. M.E. Mohamed, Managing Director, Mr. Rajesh S., Chief Financial Officer and CS. Baiju T., Company Secretary are the Whole-time Key Managerial Personnel of the Company as on 31st March 2015. As per the terms of appointment of Mr. M.E. Mohamed as Managing Director as approved by the shareholders at the AGM held on 28th September, 2011he can continue as Managing Director till 25th August, 2016. However as per the requirement of the Schedule V Part I (c) of the Companies Act, 2013 if a Managing or Whole-time Director has attained the age of 70 years then his appointment/continuation needs to be approved by a special resolution passed by the Company in General Meeting otherwise Central Government approval is required. Mr. M.E. Mohamed, has attained the age of seventy years in September, 2012. Being the Managing Director of the Company, he was appointed as Whole-time Key Managerial Personnel of the Company subject to the approval of shareholders. Your Board recommends his continuation as Managing Director till the original period of appointment on the existing terms and conditions including the remuneration and perquisites.

The Board has considered the declarations given by Independent Directors under Sub-Section 6 of Section 149 and the Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The Board has further evaluated its own performance and that of its committees and individual directors. None of the Directors is disqualified under Section 164 of the Companies Act, 2013.

Directors'' Responsibility Statement

Pursuant to the requirement of Sub-Section 5 of Section 134 of the Companies Act, 2013, your Directors confirm that:-

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

(b) 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 your Company at the end of the financial year and of the profit of the Company for that year.

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

(d) prepared the Annual Accounts on a going concern basis.

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

(f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors & Audit Observations

M/s. JVR & Associates, Chartered Accountants, Kochi-16, were reappointed as the Auditors of the Company at the previous Annual General Meeting to hold office for a period of three consecutive years. The proposal to ratify their appointment in compliance with the provisions of Section 139 of the Companies Act, 2013 has been placed before the Members. Necessary certificate has been obtained from the Auditors as per Section 139 (1) of the Companies Act, 2013. The Auditor''s observations are suitably explained in notes to the Accounts and are self-explanatory.

Cost Audit Report

The Company has submitted the Cost Audit Report for the year 2013-14 to the Central Government within the due date. Even though M/s. K.A. Felix & Co., Cost Accountants, Cochin were appointed to carry out the cost audit in respect of the Company for the financial year 2014-15, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year 2014-15, hence no such audit has been carried out doing the year.

Secretarial Audit Report

A qualified Practicing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards, etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as Annexure - A. The findings of the audit have been satisfactory.

Public Shareholding

After giving enough opportunities and sending various reminder notices requesting the shareholders holding partly paid shares to pay the allotment money due, your Directors at their meeting held on 13th August 2014 has forfeited 3,63,900 equity shares in the capital of the company for non-payment of allotment money of RS. 5/- per share in compliance with the provisions of Listing Agreement, Articles of Association of the Company read with Regulation 29 of Schedule I of Table A of the Companies Act, 1956 and Regulation 28 of Table F of the Companies Act, 2013. Notices of such forfeiture were also given to the defaulting Equity Shareholders. Subsequently the Board has annulled the forfeiture of the 3400 Equity shares, as this shareholders have later paid the amount due, with interest and other charges to make the shares fully paid. Bombay Stock Exchange has approved the forfeiture as well as the annulment of forfeiture of equity shares.

Listing and Dematerialisation

Initially the equity shares of the Company are listed on the Bombay Stock Exchange, Cochin Stock Exchange and Madras Stock Exchange. However the Company opted to voluntary delist form Madras Stock Exchange (MSE) and it was approved by MSE with effect from 23/02/2015 and the recognition to Cochin Stock Exchange was withdrawn by SEBI with effect from 23/12/2014. The facility to demat the shares is made available with both the depositories in India, NSDL and CDSL to give a choice to shareholders in selecting depository participant. Your Directors earnestly request you to convert your holdings to dematerialised form and derive the benefits of holding the shares in electronic form.

Extract of Annual Return

The details regarding extract of Annual Return in Form No: MGT-9 pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules,2014, is annexed herewith as Annexure - B.

Related Party Transactions:

There were no materially significant related party transactions which could have potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arm''s length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure-C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board, which has been uploaded on the website of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Inflow & Outflow

In pursuit of continual improvement towards energy conservation and compliance with environmental regulations, efforts have been taken to utilise the energy most efficiently and to nurture and preserve the environment. The Company has taken all possible efforts to conserve energy and absorb latest technology. The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - D to this report.

Corporate Governance

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. The Company has complied with the Corporate Governance requirements, as stipulated under Clause 49 of the Listing Agreement. A report on Corporate Governance along with a certificate from the Auditors of the Company confirming the compliance is annexed as Annexure - E and forms part of this Report. As required under Clause 49 of the listing agreement with stock exchange the Management Discussion and Analysis Report is annexed as Annexure - F and forms part of this Report.

Personnel

None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - G and forms part of this Report.

Corporate Social Responsibility

Company has generally taken corporate social responsibility initiatives. However the present financial position of the Company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The Company will constitute a CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

Vigil Mechanism

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement. Company has availed Line of Credit facility offered by IDBI Bank Ltd. to the extent of RS. 750 Lakhs in the form of Bill discounting facility to the Company''s approved vendors supplying Raw materials to the Company and has guaranteed for its repayment. Towards the business development the Company has provided RS. 15 Lakhs in the form of loan to one of our franchisee, CIO Tyres Private Limited, after complying with the provisions of Section 186 of the Companies Act, 2013.

Development and Implementation of Risk Management Policy

Company has developed and implemented a risk management policy, and a committee of the Board named as Risk Management Committee has been formed by the Board to address and evaluate various risks impacting the Company and a report on risk management is provided in this Annual Report in Management Discussion and Analysis.

Adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

The Company Secretary has been appointed as the Internal Auditor with a dedicated internal audit team. The internal audit reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company''s internal control system.

Material changes and commitments

No Material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2014-15 and till the date of this report.

Statutory Orders

No Significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Company''s operations.

Disclosure under the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any Complaint under this policy during the year 2014-15.

Acknowledgement

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditors, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board of Directors

Kochi Navas M. Meeran 29/04/2015 Chairman

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Mar 31, 2013

Dear Member,

The Directors have pleasure in presenting the Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2013.

Financial Highlights

The performance of your Company has been satisfactory. The following table shows the operational results of the Company for the year 2012-13 as compared to that of the previous year.

(Rs. in lakhs) Year ended

31.03.2013 31.03.2012

Revenue from Operations 6499.80 8503.87

Other Income 3.81 3.85

Total Income 6503.61 8507.72

Expenditure 6236.50 8275.03

Profit before Interest, Depreciation and Tax 267.11 232.69

Financial Cost 58.41 75.13

Depreciation and Amortization 58.52 56.59

Profit before tax 150.18 100.97

Prof it after tax 106.52 106.31

Operations

Your Company reported satisfactory working performance during financial year ended 31st March 2013. Even though your Company has reported a dip in revenue by 23.57%, the Profit before Tax has improved by 48.74%. The revenue has come down from Rs. 8503.87 Lakhs to Rs. 6499.80 Lakhs, however. Profit before tax has increased from Rs. 100.97 Lakhs to Rs. 150.18 Lakhs. The Net Profit after Tax amounted to Rs. 106.52 Lakhs as againstRs. 106.31 Lakhs during the previous year.

Despite the downcast growth of the economy, this spectacular achievement was made possible by cost effective production, better utilisation of plant efficiency, and working capital management. Your Company will continue its efforts to grow further by doing its tasks in a better way than what we have done in the past.

Dividend

In view of the inadequacy of profit, your Directors are not in a position to recommend any dividend.

Current Scenario

Even though the business in general is going through a critical situation, the tyre retreading industry shows healthy signs due to its cost advantage. As the increasing numbers of vehicles on roads has driven the replacement tyre market and around 85% of the tyre demand is for replacement, the evolution in Tyre retreading industry is more significant. The financial benefit due to the wide price gap between the retread and new tyre makes retreading more remarkable and has detrimental impact on replacement demand for new tyres. In addition to the cost benefit, other factors like logistic network, improvement in quality of roads, overloading norms, increasing level of radialisation etc. helped retreading industry to grow.

The changes in consumer behaviour due to economic benefits and advancement in technology and manufacturing systems helped the retreading to emerge as a part of overall tyre management program and the retreading holds out as an economically viable option for fleet owners. Hence, your Company is optimistic about its development prospects.

The Company has gone through a challenging year which has showed volatility in raw material prices. Even though we strive to save cost in all areas of production to offer better competitive price, as the rubber price has declined from its peak level the volatile market conditions has forced the company to offer further reduction in price to its finished goods, which resulted in revenue dip. However, other input costs like labour, power and other raw materials continued its increasing trend and has affected the profitability. Despite the challenges, continuous improvement in production process, cutting edge technology, good customer care, vendor development and better utilization of resources helped the Company to manage the situation.

Your Company has grown over the years and is widely recognized as a world class manufacturer of tyre retreading materials. Now Eastern Treads has a brand image closely associated with Tyre retreading industry and the Company is arming towards a bright future.

Marketing Strategy

Your Company is one of the market leaders in the production of tyre retreading materials and has proven to the market that we are firmly committed to supply quality products. We provide premium quality retreading products that can offer better value and more strength by producing reliable retreads that have good characteristics in mileage, heat dispersion and traction. Our extensive product portfolio with Eastern brand consisting tread rubber, procured tread rubber and other retreading materials are today sold through our domestic and international business networks.

Over the years we built our Eastern brand and recognition as a premier tyre retreading solution provider. Your Company has earned reputation as a specialist in producing comprehensive range of tyre retreading materials that can excel in all weather and road conditions. This facilitated the Company to get acceptance with major retreading companies and Road Transport Corporations. Our strong network and brand presence have enabled us to grapple the challenges in the industry and supported to our growth. Now we emphasis to further intensify our customer base by better market penetration in existing as well as new geographies, to further deepen our consumer relationship and to establish a long standing association with them by providing total tyre retreading solutions that create great intrinsic worth.

Since the tyre replacement market is sizeable as well as stable, with well performing products and more than 20 years of manufacturing experience in retreading industry now we are on the move to capture our market share around the globe and we will continue our onward march more aggressively, offering premium range retreading materials to our domestic as well as international consumers.

Raw Materials

As a relief to the industry the prices of key raw materials like natural and synthetic rubber softened of from its peak level. However, prices of other inputs have increased due its supply deficit. Import of raw materials became inevitable in view of wide gap between domestic production and consumption. Imports became expensive as inflation remained above manageable level. Since this industry is highly raw material intensive, the volatility in input costs has affected the profitability of the Company.

Your Company has managed the situation by developing reliable, efficient and sustainable raw material supply sources of national and International level. The Company has maintained good relationship with all of its suppliers by working closely with them through which the raw material procurement system has functioned effectively.

Quality

The Company is always keen on maintaining quality and productivity. Your Company has built its brand with its commitment to total quality management. The products are tested at every stage of manufacturing to ensure that the very best is made available to the market that meets the exact customer requirement. The Company''s policy of best manufacturing practices has been bestowed with various quality certifications and accreditations to its credit.

To cater for the different needs of the market our research and development team is committed to understand the customer demands and to develop products that make value and satisfaction to the customers. This made the Company to keep its competitive edge in the market by producing products which can provide superior performance, safety, and comfort, under different and extreme road conditions. In addition to give high quality products we provide after sale services and expert technological assistance aiming to serve complete service to our customers.

Public Shareholding

Your Directors request to the Shareholders, who have not yet paid their allotment money, to pay the same at the earliest and make the shares fully paid.

Listing and Dematerialisation

The equity shares of the Company are listed on the Bombay Stock Exchange, Cochin Stock Exchange and Madras Stock Exchange. The facility to demat the shares is made available with both the depositories in India, NSDL and CDSL to give a choice to shareholders in selecting depository participant. Your Directors earnestly request you to convert your holdings to dematerialized form and derive the benefits of holding the shares in electronic form.

Fixed Deposits

The Company has not accepted any fixed deposits during the year to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow

In pursuit of continual improvement towards energy conservation and compliance with environmental regulations, efforts have been taken to utilise the energy most efficiently and to nurture and preserve the environment. The Company has taken all possible efforts to conserve energy and absorb latest technology. The information required under Section 217(1) (e) of the Companies Act,1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy,. Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure "A" to this report.

Corporate Governance

The Company''s Equity Shares are listed with Bombay Stock Exchange, Cochin Stock Exchange and Madras Stock Exchange. Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. The Company has complied with the Corporate Governance requirements, as stipulated under Clause 49 of the Listing Agreement.

A separate section on Corporate Governance along with a certificate from the Auditors of the Company confirming the compliance is annexed as Annexure "B"and forms part of this Report.

The Report on Management Discussion and Analysis is forming part of Director''s Report and is given in Annexure "C".

Auditors

M/s. JVR & Associates, Chartered Accountants, Kochi-16, were re-appointed as the Auditors of the Company at the previous Annual General Meeting. They hold office until the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment and the proposal has been placed before the Members. Necessary certificate has been obtained from the Auditors as per Section 224 (1B) of the Companies Act, 1956.

Cost Compliance Certificate

Pursuant to the provisions of the Companies (Cost Accounting Records) Rules, 2011 within 180 days from the close of the financial year, our Company has to submit a Compliance Report duly certified by a Cost Accountant to the Central Government. The Board has Appointed M/s. K.A Felix & Co., Cost Accountants, Cochin to issue the Compliance Report on the Cost Records maintained by the Company and the Compliance Report for the year ended on 31-03-2013 has been approved by the Board of Directors. The due date for filing the Cost Compliance Report is 27th September, 2013.The audit of the Cost Accounts maintained by the Company has been made mandatory for the financial year commencing on or after 1st April 2013 through an auditor with qualification prescribed in Section 233 B (1) of the Companies Act, 1956. Subject to the approval of Central Government, the Board has appointed M/s. K.A Felix & Co., Cost Accountants, Cochin as Cost Auditors for conducting Cost Audit for the Financial Year ending 31st March, 2014.

Board of Directors

Mr. K.S. Neelcanta Iyer retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends his re-appointment.

None of the Directors is disqualified under Section 274(1) (g) of the Companies Act, 1956.

Directors'' Responsibility Statement

Pursuant to the requirement of Sub-Section 2AA of Section 217 of the Companies Act, 1956, your Directors confirm that-

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;

(b) 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 your Company at the end of the financial year and of the profit of the Company for that year;

(c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) prepared the Annual Accounts on a going concern basis.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The findings of this Audit have been satisfactory.

Personnel

None of the employees is in receipt of remuneration in excess of the limit laid down under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

Human Resource Development and Industrial Relations

In a competitive economy, the proper utilisation of human resources plays a crucial role. Towards this your Company took various initiatives for human resource development and has maintained healthy and harmonious industrial relations at all locations. Your Company organized various training programs to encourage the professional development. This active process of learning made the employees competent and motivated. Your Company has recruited high quality human resource, the solid foundation on which the company can build itself up. With this solid foundation your Company is now looking for a global reach.

Acknowledgement

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Customers, Suppliers, Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board of Directors

Kochi Navas M Meeran

29.04.2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2012.

Financial Highlights

The performance of your Company has been satisfactory. The following table shows the operational results of the Company for the year 2011-12 as compared to that of the previous year.

(Rs. in lakhs)

Year ended

31.03.2012 31.03.2011

Revenue from Operations 8532.88 6666.32

Other Income 3.85 6.95

Total Income 8536.73 6673.27

Total Expenditure 8304.04 6443.69

Profit before Interest, Depreciation and Tax 232.69 229.58

Financial Cost 75.13 47.32

Depreciation and Amortization 56.59 54.36

Profit before tax 100.97 127.90

Profit after tax 106.31 127.91

Operations

Your Company has reported a revenue growth of 28 % during financial year ended 31st March 2012.The revenue has improved from Rs. 6666.32 Lakhs to Rs. 8532.88 Lakhs and the Profit before Interest, Depreciation And Tax amounted to Rs. 232.69 Lakhs as against Rs. 229.58 Lakhs during the previous year, registering an increase of 1.35%. However the net profit for the year fell by 16.89% as compared to the previous year. The Net Profit after Tax amounted to 106.31 Lakhs as against Rs. 127.91 Lakhs during the previous year.

The growth in revenue is remarkable, but the margin has shrunk due to the surge in input costs. This fall in net profit was on account of other factors, like volatility in raw material prices, increased debt, higher interest and depreciation charges, unavailability of trained labour forces, rupee depreciation Etc.

To face these challenges several steps had been taken, which helped the Company to manage and maintain the profitability. The Company is working hard to avoid such situations in coming years and will continue its efforts to ensure its growth, without compromise by aggressive marketing initiatives.

Dividend

In view of the inadequacy of profit, your Directors are not in a position to recommend any dividend.

Current Scenario

The tyre retreading industry shows a healthy growth rate and your company is optimistic about its development prospects mainly due to the constant and rapid growth of transport industry and the cost saving factor to vehicle owners by using retreaded tyres.

The increasing tyre price due to the supply deficit in rubber resulted in increased retreading. Other factors like growing industrialization, logistic network, improvement in quality of roads, overloading norms, increasing level of radialisation etc. push retreading.

The financial benefit of retreading compared to the replacement cost demands retreading in all type of vehicles and it makes more attractive in case of commercial vehicle segment. Hence retreading holds out as an economically viable option for fleet owners and it has detrimental impact on replacement demand for tyres.

The changes in consumer behavior due to climb in tyre price resulted in growth and technological advancement in retreading industry. The economic benefits of retreading will continue to grow and tyre retreading will emerge as a part of overall tyre management programme.

The Company has gone through a challenging year which has showed volatility in raw material prices and increased input costs which affected the profitability. Despite the challenges, high performance, cutting edge technology, and good customer care, appropriate price revisions, new vendor development and the introduction of new value added products helped the Company to manage the situation.

Your Company has grown over the years and is widely recognized as a world class manufacturer of tyre retreading materials. Now Eastern Treads has a brand image closely associated with tyre retreading industry and the long term prospective of your Company seems to be bright.

Marketing Strategy

Your Company is one of the market leaders in the production of tyre retreading materials. As a leader in the industry, we provide quality retreading products that can offer better value and more strength by producing reliable retreads that have good characteristics in mileage, heat dispersion and traction. Our extensive product portfolio with Eastern brand consisting tread rubber, procured tread rubber and other retreading materials are today sold through our large business network.

We built our Eastern brand over 19 years and have developed a vast marketing network in the country and now we look to further deepen our customer relationship by introducing products that create better value for customers. This strong network and brand presence have facilitated us to face the challenges in the industry and contributed to our growth. We always make every effort to exceed the customer expectations and works to establish a long term professional relationship with them. Now we focus to further intensify our customer base by better market penetration in existing as well as new geographies, through our dealer network and through a team of dedicated marketing professionals by directly contacting the individual fleet owners.

As a premier tyre retreading solution provider, your Company has earned a reputation as a specialist in producing full range of tyre retreading materials that can excel in all weather and road conditions. This facilitated the Company to get acceptance with major retreading companies and Road Transport Corporations.

Our recently released diamond quality products offer significant benefits like durability, mileage and safety in all challenging conditions and some of the products are creating new trend in the industry

Since internationally the replacement market is sizeable as well as stable, with 19 years of manufacturing experience now we are on the move to capture our market share around the globe to reach our ambitious growth plans.

Raw Materials

The new year has begun with a peak in price of natural rubber due to supply crunch, and it created a record in daily trade price. All other raw material prices have also raised beyond expectations. Initially there was a rising concern about the availability of natural rubber due to climatic and other conditions. Natural Rubber continued its high price in the first quarter due to strong surge in demand. Thereafter the price of natural rubber has softened from its peak level with fall in international prices. However prices of synthetic rubber and other raw materials continued its high rate due its supply deficit. Imports become expensive as rupee devalued significantly. Since this industry is highly raw material intensive, the volatility in input costs has affected the profitability of the Company.

The market trends indicate that it is not possible to ensure non-volatile supplies of natural rubber due to the wide gap between the production and demand and synthetic rubber will also become expensive due to the increase in the price of petroleum products in the international market combined with the rupee depreciation.

Your Company has managed the situation by developing reliable and efficient raw material supply sources at national and International level, through which the raw material procurement system is functioning effectively.

Quality

The Company is always keen on maintaining quality and productivity. Your Company has built its brand with its commitment to total quality management. Our products are tested at every stage of manufacturing to ensure the quality that can meet the exact customer requirement. Our policy of best manufacturing practices has been bestowed with various quality certifications and accreditations to its credit which includes FACT MKK Nair Memorial Productivity Award for excellent performance and ISO 9001-2008.

We are committed to understand the customer requirements and to develop products that create value for customers. Our research and development team has focused on our customer needs, which helped the Company to keep its competitive edge in the market by producing products which can provide superior performance, safety, and comfort, under different and extreme road conditions, from village roads to newly constructed national highways, from extreme cold to hot and wet conditions prevailing in different geographical parts of the country. Providing after sale services and technological assistance to the customers by committed professionals and experts is another initiative of the Company to provide quality services.

The newly commissioned effluent treatment system, which meets ISO standards, helped the Company to keep an eco friendly and safety environment to our workforce.

Public Shareholding

Your Directors request to the shareholders, who have not yet paid their allotment money, to pay the same at the earliest and make the shares fully paid.

Listing and Dematerialisation

The equity shares of the Company are listed on the Bombay Stock Exchange, Cochin Stock Exchange and Madras Stock Exchange. The facility to demat the shares are made available with both the depositories in India, NSDLand CDSL to give a choice to shareholders in selecting depository participant. Your Directors earnestly request you to convert your holdings to dematerialised form and derive the benefits of holding the shares in electronic form.

Fixed Deposits

The Company has not accepted any fixed deposits during the year to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow

The Company has taken all possible efforts to conserve energy and absorb latest technology. The information required under Section 217(1) (e) of the Companies Act,1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy* Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure"A" to this report.

Corporate Governance

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. The Company has complied with the Corporate Governance requirements, as stipulated under Clause49 of the Listing Agreement.

A separate section on Corporate Governance along with a certificate from the Auditors of the Company confirming the compliance is annexed as Annexure"B" and forms part of this Report.

Management Discussion and Analysis Statement

Report on Management Discussion and Analysis is given in Annexure "C" forming part of this report.

Auditors

M/s. JVR & Associates, Chartered Accountants, Kochi-16, were reappointed as the Auditors of the Company at the previous Annual General Meeting. They hold office until the conclusion of the ensuing Annual General Meeting. They are eligible and recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956.

Board of Directors

Mr. Navas M. Meeran and Mr. Naiju Joseph retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their reappointment.

None of the Directors is disqualified under Section 274(1) (g) of the Companies Act, 1956.

The Board expresses its deep grief on the demise of our founder Chairman, Mr. M.E Meeran. He died on 8th September 2011, leaving behind an illustrious entrepreneurial career. He was associated with the Company from the days of its inception and had successfully steered the Company out of several compelling adversities. His efforts and contributions made the Company a competitive and reputed leader in the industry.

Directors' Responsibility Statement

Pursuant to the requirement of Sub-Section 2AA of Section 217 of the Companies Act, 1956, your Directors confirm that:-

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;

(b) 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 your Company at the end of the financial year and of the profit of the Company for that year;

(c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) prepared the Annual Accounts on a going concern basis.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Secretarial Audit is being carried out at the specified periodicity by a Practising Company Secretary. The findings of the Secretarial Audit have been satisfactory.

Personnel

None of the employees is in receipt of remuneration in excess of the limit laid down under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

Human Resource Development and Industrial Relations

Your Company continues to take various initiatives for the development of its human resources and has maintained healthy and harmonious industrial relations at all locations.

The Company conducts programs such as TQM for the workmen and technicians to enhance pride in being an employee of the Company and also to create team synergy. This will boost their morale and productivity.

Your Company organised various training programmes, sponsored the employees for training programmes / seminars / conference organised by reputed professional institutions to upgrade the skill and knowledge of the employees in different operational areas and for all round growth of our employees. This made the employees competent and motivated. Your Company has recruited high quality human resource, the solid foundation on which the Company can build itself up. With this solid foundation of talented professionals your Company is now looking for a global reach.

Acknowledgement

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Customers, Suppliers, Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board

Kochi Navas M. Meeran M.E. Mohamed

29.05.2012 Chairman Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report along with the audited statements of account of your Company for the financial year ended 31st March, 2010.

Financial Performance

The performance of your Company has been satisfactory. The following table shows the operational results of the Company for the year 2009-10 as compared to that of the previous year.

(Rs. In Lakhs)

Year ended Year ended 31.03.2010 31.03.2009

Net Sales 4773.97 3874.08

Other Income 151.67 143.96

Total Income 4925.64 4018.05

Total Expenditure 4754.01 3877.76

Profit before Interest, Depreciation and Tax 171.63 140.29

Interest 13.79 24.60

Depreciation 46.66 40.65

Profit/Loss before tax 111.18 75.04

Provision for taxation 8.50 0.00

MAT Credit Entitlement -8.50 0.00

Net Profit/Loss after tax 111.18 75.04

Operations

During the financial year ended 31st March 2010 sales from operations amounted to Rs.4773.97 Lakhs as against Rs.3874.08 Lakhs during the previous year, recorded a growth of 23.23 %.

Operating profit before Interest, Depreciation and Tax amounted to Rs.171.63 Lakhs as against Rs.140.29 Lakhs during the previous year, recorded a growth of 22.34%. Net profit amounted to Rs.111.18 Lakhs as against Rs.75.04 Lakhs during the previous year registering an increase of 48.16 %.

Your Company has achieved all time high profit and robust growth in its operations supported by a motivated management team, aggressive marketing initiatives, better working capital management and overall cost reduction measures. The cost management and production efficiencies helped in maintaining a good profitable track record.

Dividend

In view of the inadequacy of profit, your Directors are not in a position to recommend any dividend.

Current Scenario

Slowdown in automotive industry and global economy in general negatively impacted the Indian tyre industry in the first half of the financial year, but since the last quarter the industry is working in their full capacity. Since the tyre industry is highly raw material intensive, any change in the prices of raw materials affects the profitability. The raw materials have experienced volatility in prices, especially during the last few months when price of domestic natural rubber increased drastically. With raw material costs accounting for 70% of the cost of production, combined with the manufacturers inability to pass on the increased cost to their customers due to intense competition, rise in prices of raw material have an impact on profitability.

Despite these challenges, your Company has registered growth in this financial year by better operational efficiency, appropriate price increase to offset the raw material prices and the introduction of new value added products in the market. The long term prospective of the Company seems to be bright.

As is the experience in other parts of the world, even though the tyre industry has come under pressure during the first half of the year due to the economic slowdown tyre retreading in India has gained greater acceptance in the commercial segment, due to operational savings. High quality retreading products gave acceptance in commercial segment which offer added financial benefits.

Retreading costs is approximately 20% of a new tyre and is therefore gaining popularity, due to this cost benefit compared to the replacement cost, the fleet owners and agriculture vehicles demand to retreading.

Your Company is one of the leading producers of pre-cured retreading materials as well as the mould cure tread rubber in India. Our range of retreading products with Eastern brand are today sold both in India and in numerous overseas markets.

Marketing Strategy

Over the years, the Company has developed a vast marketing network using dealers and depots and as such our products are now easily available in every corner of the country. Retreading extends the economic life of tyres and reduces running cost. It makes financial sense and is an integral part of good tyre management. Your Company promotes quality retreading products that can offer better value and more strength by producing reliable retreads that have good characteristics in mileage, heat dispersion and traction.

Globally the retreading industry has many markets, which offer great scope for the development of retreading. The Indian market itself offers biggest potential in the short to medium term.

Raw Materials

The high price of raw material affected the profitability of the operations to a large extent. Raw materials like Natural Rubber, Synthetic Rubber and Carbon Black mainly accounted for this. Prices of the basic raw material continued its upward trend during the year and the rubber prices have nearly doubled in the past one year. The increased demand for natural rubber from tyre sector has led the rubber price to its all time high. Your Company has

managed the situation by developing reliable and efficient raw material supply sources of National and International level, through which the raw material procurement system is functioning effectively.

Quality

The Company has focused on quality and productivity. The Company has achieved quality certifications and accreditations to its credit which includes FACT MKK Nair Memorial Productivity Award for excellent performance and ISO 9001-2000. Our Products are meant, and expected to perform, under different and extreme road conditions, from unmetalled village roads to newly constructed national highways, from extreme cold to hot and wet conditions prevailing in different geographical parts of the country.

Public Shareholding

There are a few shareholders who have not yet paid their allotment money and your Directors would request to pay the same at the earliest and make the shares fully paid.

Listing and Dematerialisation:

The equity shares of the Company are listed on the Bombay Stock Exchange, Cochin Stock Exchange and Madras Stock Exchange. The facility for demat the shares are made available with both the depositories in India, NSDL and CDSL to give a choice to shareholders in selecting depository participant. As per the Securities and Exchange Board of Indias (SEBI) instructions, the Companys shares have to be transacted in dematerialised form and therefore your Directors earnestly request you to convert your holdings to dematerialised form and derive the benefits of holding the shares in electronic form.

Fixed Deposits

The Company has not accepted any fixed deposits during the year to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow

The Company has taken all possible efforts to conserve energy and absorb latest technology. The information required under Section 217(1) (e) of the Companies Act. 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure "A" to this report.

Corporate Governance

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. The Company has complied with the Corporate Governance requirements, as stipulated under Clause 49 of the Listing Agreement. A separate section on Corporate Governance along with a certificate from the Auditors of the Company confirming the compliance is annexed as Annexure "B"and forms part of this Report.

Registered Office

The registered office of the Company has been shifted from C/IV/1, 4th Floor, Mather Square, Opp: North Railway Station, Ernakulam, Kochi – 682 018 to 3A, 3rd floor, Eastern corporate office, 34/137 E, NH Bypass, Edappally, Kochi, Ernakulam-682 024 with effect from 28-04-2010

Management Discussion and Analysis Statement

Report on Management Discussion and Analysis is given in Annexure "C" forming part of this report.

Auditors

The Auditors M/s. JVR & Associates, Chartered Accountants, Kochi -16, were reappointed as the Auditor of the Company at the previous Annual General Meeting. They hold office until the conclusion of the ensuing Annual General Meeting. They are eligible and recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956.

Board of Directors

Mr. Neelacanta Iyer and Mr. M.E. Meeran retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommend their reappointment. None of the Directors is disqualified under Section 274(1)(g) of the Companies Act, 1956.

Directors Responsibility Statement

Pursuant to the requirement of Sub-Section 2AA of Section 217 of the Companies Act. 1956 your Directors confirms that :

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures ;

(b) 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 your Company at the end of the financial year and of the profit of the Company for that year;

(c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) prepared the Annual Accounts on a going concern basis.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The findings of the Secretarial Audit have been satisfactory.

Personnel

None of the employees are in receipt of remuneration in excess of the limit laid down under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

Human Resource Development and Industrial Relations

The Company has always focused on employees development. The Company conducts programs such as TQM for the workmen and technicians to enhance pride in being an employee of the Company and also to create team synergy. The idea is to develop better understanding and increase the support and co-operation for the employees from their families. The TQM encourages team work and teams come back fully motivated to face future challenges.

Your Company organised various training programmes for upgrading the skill and knowledge of its employees in different operational areas. At the middle management level, the focus of the programme is to inculcate leadership qualities. Your Company had been sponsoring its employees for training programmes / seminars / conference organised by reputed professional institutions.

Your Company continues to take various initiatives for the development of its human resources and has maintained healthy and harmonious industrial relations at all locations. Your Company lays great emphasis on optimizing people performance through various people processes. It begins with best practices in recruiting people and moves through learning and development, engagement, employee feedback and rewards and recognition.

Acknowledgement

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Customers, Suppliers, regulatory authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company during the year, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board of Directors

Kochi M.E Meeran M.E Mohamed

11.08.2010 Chairman Managing Director