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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of M M Rubber Company Ltd.

Mar 31, 2024

Your directors have pleasure in presenting before you the 58th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2024.

1. COMPANY ACTIVITY & PERFORMANCE:

The principal activity of the company continues to be manufacture and marketing of foam and other related products.

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Particulars	Financial year ended Mar 31, 2024	Financial year ended Mar 31, 2023
	? in lakhs	? in lakhs
Revenue from Operations	4163.96	4145.52
Other Income	5.81	3.35
Profit before Exceptional Items and Tax	(130.29)	311.80
Exceptional Items (Expenses)/Income	-	-
Profit before tax	(130.29)	311.80
Less: Taxation
Current tax	-	42.00
Taxes of Prior years	11.23	9.90
Deferred Tax(credit)/Debit	23.79	3.88
Profit/loss for the year	(165.31)	256.02
Total other comprehensive income (net of tax)	-	-
Total Comprehensive income for the year	(165.31)	256.02

3. OPERATIONS & PERFORMANCE:

Your directors wish to inform you that during the year, the market was grim and the situation was not encouraging as a lot of unorganized latex mattress manufacturers and global players have come into the market. Despite the challenging situation, the company was able to achieve a turnover of Rs. 41.64 crores. The company ended up with a loss of Rs. 165.31 lakhs. Hitherto the company was valuing the closing stock of inventory pertaining to finished products comprising of different individual products on the basis of net billing price of such product which was not in accordance with Indian accounting standard No. 2. During the financial year 2023-24 the company has changed the method of valuation of closing stock which is in accordance with Indian accounting standard No.2 and because of this change there has been reduction in value of closing stock of inventory . This is the major reason because of which there is Loss for the current financial year 2023-24

The Company is pursuing its online marketing vigorously to increase the turnover.

4. PROSPECTS:

The Company''s entire production is centralized at its own premises at Ranipet. As informed earlier, the company is in the process of automatization of its production facilities on a staged manner. Dining the year the company has invested an amount of Rs. 3 Crores on Machinery. Your directors are confident that with this move, the Company''s production, turnover, and the profitability would improve considerably in the coming years.

5. DIVIDEND:

Company has not declared dividend this year.

6. RESERVE:

The Company has not proposed to transfer any amount to the general reserve.

7. DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

8. STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

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

9. CAPITAL STRUCTURE:

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities dining the year under review.

b. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

No Bonus Shares were issued during the year under review.

d. RIGHTS ISSUE:

The Company has not issued any Rights issue during the year under review.

e. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

f. SHARES WITH DIFFERENTIAL RIGHTS:

Company has not issued any shares with Differential Rights for the year under review.

g. ISSUE AND ALLOTMENT OF EQUITY SHARES ON THE BASIS OF PREFERENTIAL ALLOTMENT:

Company has not issued equity shares on preferential basis.

10. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Limited where the Companyâs Shares are listed

11. DEMATERIALISATION OF SHARES:

Your Company''s 66.63% of the company''s paid up Equity Share Capital is in dematerialized form as on 31stMarch 2024 and balance 33.37% is in physical form. The Company''s Registrars and Transfer Agent is M/s. CAMEO CORPORATE SERVICES LIMITED having their registered office at "Subramanian Building" No. 1, Club House Road, Chennai - 600002.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31,2024, your Board comprises of 4 Directors including 2 Independent Directors.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Jacob Mammen (DEN: 00078010), Non-executive Director retires by rotation at forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The brief resume and other details as required under the Listing Regulations are provided in the Notice of the 58th Annual General Meeting of the Company.

Ms. Keerthi S Raj - Company Secretary and Compliance Officer has resigned the office w.e.f. 12th April 2024 and Ms. Meenakshi R has been appointed as the Company Secretary and Compliance Officer with effect from 29thMay 2024.

In terms of Section 203 of the said Act, the following were designated as Key Managerial Personnel of your company by the Board:

* Mr. Roy Mammen - Managing Director

* Mr.MMKushalappa - Chief Financial Officer

* Ms. Meenakshi R - Company Secretary & Compliance Officer

13. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year -1 shareholder with 100 shares

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year - Nil

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year -1 shareholder âwith 100 shares

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares-Yes

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 of the Act, and the SEBILODR. In the opinion of the Board, the independent directors possessnecessary expertise and experience and also they were independent towards any decision of the management.

15. BOARD & PERFORMANCE EVALUATION:

During the year, the Board has carried out the annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of Committees of Board.

16. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee of Directors reviews the composition of the Board to ensure an appropriate mix of abilities, experience, and diversity to serve the interests of all shareholders of the Company.

Nomination and Remuneration Policy was approved by the Board at its meeting held on 30.05.2019. In terms of Section 178 of the Act, 2013. The objective of such policy shall be to attract, retain and motivate executive management and remuneration structured to link to Company''s Strategic long-term goals, appropriateness, relevance, and risk appetite of the company.

The Process of appointing a director/Key Managerial Personal is that when there is a need or a vacancy arises, or is expected, the NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the board in addition to what the existing members hold.

17. NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met six times during the financial year from 01st April 2023 to 31st March 2024 The dates on which the meetings were held are as follows:

Date of Meeting	No. of Directors as on the date	No. of Directors Present
24-05-2023	4	3
22-06-2023	4	4
04-08-2023	4	4
08-11-2023	4	4
14-12-2023	4	4
08-02-2024	4	4

16. NUMBER OF AUDIT COMMITTEE MEETINGS HELD:

The Committee consisting of three Directors namely Mr. Ashok Kuriyan, Independent Director, Mr. Jacob Mammen. Director and Mrs. Susan Kurian. Independent Director:

Date of Committee Meeting	No. of Members as on date	No. of Members Present
24-05-2023	3	3
04-08-2023	3	3
08-11-2023	3	3
08-02-2024	3	3

18. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Committee consisting of three Directors namely Mr. Roy Mammen, Managing Director, Mr. Jacob Mammen, Director and Mrs. Susan Kurian, Independent Director.During the fiscal 2024,21 meetings were held onl2.04.2023, 24.04.2023, 12.05.2023, 01.06.2023, 12.06.2023, 21.06.2023, 28.06.2023, 31.07.2023, 04.09.2023,22.09.2023,30.10.2023,06.11.2023,15.11.2023,01.12.2023,29.12.2023,18.01.2024,30.01.2024, 12.02.2024,28.02.2024,15.03.2024 and 26.03.2024.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31 st March 2024, the applicable accounting standards have been followed and there is no material departures.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that axe reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

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

d) they have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and arc operating effectively.

Based on the Internal Financial Controls and Compliance Systems established and maintained by the company, work performed by the internal, statutory and secretarial auditors and reviews performed by the management, the Board is of the opinion that the company''s internal financial controls were adequate and effective during the financial year 2023-24.

20. AUDITORS & REPORTS

i. Statutory Auditors:

M/s.R A M S and Company, (Firm Registration No.016594S), Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting held on 28th September 2022. However, the Statutory Auditors have submitted their resignation on 02.07.2024 due to internal reasons and shall not be able to continue as the Statutory Auditors of the Company.

Further, M/s. Narayan Bhat And Co., Chartered Accountants (FRN: 00501 IS) shall be appointed as the Statutory Auditors of the Company in the ensuing AGM for a term of 5 years from conclusion of 58th Annual General meeting till conclusion of 63rd Annual General Meeting.

The notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

ii. Cost Auditors:

In terms of Section 148 of the Companies Act 2013, the Company has maintained cost records for the year ended March 31,2024.

iii. Secretarial Auditor:

M/s. Akshay G and Associates, Bengaluru was appointed as Secretarial Auditor for carrying out the secretarial audit for the financial year 2023-24.As required under Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A

The Secretarial Auditors in their report have qualified the following points:

1. âThe Secretarial Standards (SS-1) requires that notice in writing of every Meeting shall be given to every Director by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means. However, we observe that the company has not served notices for conducting of Board meetings, Audit Committee meeting, Nomination and Remuneration Committee and Stakeholder Relationship Committee.â

Your directors wish to clarify as under: -

The company shall serve separate notices for conducting board meetings and committee meeting by e-mail for the upcoming meetings.

2. âThe Secretarial Standards (SS-1) provides that in case of Directors participating through Electronic Mode, the Chairman shall confirm the attendance of such Directors. For this purpose, at the commencement of the Meeting, the Chairman shall take a roll call. The Chairman or Company Secretary shall request the Director participating through Electronic Mode to state his full name and location from where he is participating and shall record the same in the Minutes. The proceedings of such Meetings shall be recorded through any electronic recording mechanism and the details of the venue, date and time shall be mentioned. However, the Company has not recorded taking of the roll call of the directors participating through electronic mode in the minutes of the Board meetings conducted through video conferencing and also the Company has not maintained the recording of the Boards meetings conducted through video conferencingâ

Your directors wish to clarify as under: -

The Board shall record the same in the future meetings held through video conferencing and also maintain the recordings of the meeting.

3. Regulation 3(4) ofSEBI (Prohibition of Insider Trading) Regulation, 20 IS requires the Board of Directors shall require the parties to execute agreements to contract confidentiality and nondisclosure agreements and such parties shall keep information so received confidential and shall not trade in securities of company when in possession of UPSI. However, non-disclosure agreements to be entered into by the Company with the individuals who possess UPSI, are notin place and have not been executed as specified under the regulation.

Your directors wish to clarify as under: -

The company shall make sure to enter non-disclosure agreement between any individual who possess Undisclosed Price Sensitive information (UPSI) of the Company as specified under the regulation3(4) ofSEBI (PIT) regulation2015.

Further, the Company has terminated the services of Akshay G and Associates, Bengaluru as the Secretarial Auditor w.e.f 31st May 2024. New Secretarial Auditor Ms. Sharvari Sham Kulkarni, Practicing Company Secretary has been appointed to carry out the secretarial audit for the financial year 2024-25 w.e.f 01 st June 2024.

iv. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Rules thereunder, your Board had appointed M/s. S.R. Mandre and Co., Chartered Accountants, Bangalore as Internal Auditors of the Company for the FY 2023-24.

21. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

Company does not have any Subsidiary, Joint venture, or Associate Company during the period under review.

22. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:

During the year, the company has not entered any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Refer Note No.32 to the financial statement which sets out related party disclosures.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

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

1. Specific areas in which R&D carried out by the Company:

The Company has an ongoing programme on latex technology development and its related application to various products. Accordingly, the Company has in the past launched new products such as Memory mattress, Memorise and Ortho Bondmattress, contour pillow, haemorrhoid cushions, neck care and coccyx cushions.

2. Technology Absorption, Adaptation, and Innovation:

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection, pre-vulcanized latex is being adopted.

3. Foreign Exchange Earning and Outgo:

Statutory particulars cost with regards to foreign exchange and outgo appear in the notes pertaining to the accounts.

4. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) act, 2013:

The Company has in place a Gender-Neutral Policy on Zero Tolerance towards Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

5. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company as turnover of the Company Exceeds 35 Crores and accordingly Company is maintaining cost records.

25. DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

26. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company''s Development and Implementation of Risk Management Policy is provided elsewhere in this Annual Report in Management Discussion and Analysis as Annexure-C.

27. THE MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the company occurred from the end of the financial year 2023-24 till the date of this report. Further there was no change in the nature of the business of the company.

28. ANNUAL RETURN:

In accordance with Section 92(3) read with 134 (3) of the Companies Act, 2013, the Annual Return as of March 31,2024 is made available on the website of the Company at www.mmfoam.com.

29. PARTICULARS OF EMPLOYEES:

No Employee of the Company draws a salary exceeding Rupees One Crore and Two Lakh per annum or Rs. 8,50,000 (Rupees Eight Lakhs and Fifty thousand) per month during the financial year.

The details of ratio of the remuneration of each whole-time Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration as per the provisions of Section 197( 12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as in Annexure B to this Report.

30. POLICY ON VIGIL MECHANISM:

The Audit committee has adopted a policy on vigil Mechanism in accordance with the provisions of the Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, which provides a formal mechanism for all Directors, employees and other stakeholders of the company to report to the management, their genuine concerns or grievances about unethical behaviours, actual or suspected fraud and any violation of the Company''s Code of Conduct or ethics policy.

The policy also provides a direct access to the Chairperson of the Audit Committee to make protective disclosures to the Management about grievances or violation of the Company''s code of conduct.

The policy disclosed on the Company''s website in the following link www.mmfoam.com

31. ORDER OF COURT:

No material orders had been passed by the regulators or courts or Tribunals.

32. CORPORATE SOCIAL RESPONSIBILITY:

The provisions for corporate social responsibility ("CSRâ) under the Companies Act, 2013, are not applicable to the company for the current financial year.

33. INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statements were operating effectively.

34. ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

For and on behalf of the Board of Directors ASHOK KURIYAN ROYMAMMEN

Place: Bangalore DIRECTOR MANAGING DIRECTOR

Date: 08-08-2024 (DIN: 00081374) (DIN: 00077409)

Mar 31, 2018

BOARDâS REPORT

To the Members,

The Directors have pleasure in presenting before you the 52nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 20IS.

COMPANY ACTIVITY & PERFORMANCE:

The principal activity of the company continues to be manufacture and marketing of foam and other related products. Financial Summary ox highlights/performance of the company:

These are the Companyâs first financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 20IB. The adoption of Ind AS was carried out in accordance with Ind AS 101 - âFirst-time Adoption of Indian Accounting Standardsâ using transition date as April 1, 2016.

Ind AS 101 requires that all Ind AS be consistently and retrospectively applied for fiscal years presented. The Company has prepared Opening Balance Sheet on the transition date and subsequent financials based on the accounting policies set out in Note-IB.

Particulars	Financial year ended	Financial year ended
	March 31, 2018	March 31, 2017
	Rs, in Lakhs	Rs, in Lakhs
Revenue from Operations	2591.90	2102.62
Other Income	4.68	17.22
Profit before Exceptional Items and Tax	44.60	37.61
Exceptional Items (Expenses)/Income	-	_
Profit before tax	44.60	37.61
Less: Taxation
Current tax	3.00	_ .
Deferred Tax(credit)/Debit	11.48	6.72
Profit for the year	30.11	30.89
Total other comprehensive income (net of tax)	-148.50	-18.56
Total Comprehensive income for the year	-118.39	12.33

OPERATIONS & PERFORMANCE: ................................

Your directors are happy to inform that the company has maintained and in fact increased its turnover by 22.35% as compared to previous year. However, the Companyâs profitability remains the same despite higher turnover compare to the previous year is mainly due to the active participation in the digital marketing which is encouraging, and the Company has spent a substantial amount on this which will benefit the Company in the long run.

PROSPECTS:

The work at company s own premises at Rarnpet is completed and the Company has carried out trail production of latex Rubber sheet and is ready to start its full production. The company has also installed improved production process thereby production efficiency is expected to improve. Your directors are confident that with this move, company''s turnover and the profitability would improve in the coming year.

DIVIDEND:

As already indicated above, by shifting to Ranipet the company is expected to improve its performance and post healthy profit in the coming year. ^J''

CAPITAL STRUCTURE:

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the yeax under review.

c. BONUS SHARES:

No Bonus Shares were issued during the year under review.

d. SIGHTS ISSUE:

The Company has not issued any Rights issue during the year under review, s. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

Â£ SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any shares with Differential Rights for the year under review.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2C18-19 to BSE Limited where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

Your companyâs 43% of the companyâs paid up Equity Share Capital is in dematerialized form as on 31st March 2018 and balance 57% is in physical form. The Co-nannyâs Registrars and Transfer Agent is M/s CAMEO CORPORATE SERVICES LIMITED having their registered office at "Subramanian Building", No. 1 Club House Road, Chennai - 600002. DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31, 2018, your Board comprises of 6 Directors including 2 Independent Directors. Mr. Mrmmen Philip (DIN 01091481) Director of the company retires by rotation and is eligible for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of indeper dence as prescribed under Section 149 of the Act, and the SEBI LODR.

BOARD & PERFORMANCE EVALUATION:

During the year, the Board has carried out the annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of Committees of Board.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee of Directors reviews the composition of the Board to ensure an appropriate mix of abilities, experience and diversity to serve the interests of all shareholders of the Company.

Nomination and Remuneration Policy was approved by the Board at its meeting held on 30.05.2017. In terms of Section 178 of the /\ct,2013. The objective of such policy shall be to attract, retain and motivate executive management and remuneration structured to link to Companyâs Strategic long-term goals, appropriateness, relevance and risk appetite of the company.

The Board of Directors duly met four times during the financial year from IstApril, 2017 to 31st March 2018. The dates on which the meetings were held are as follows:

Date of meeting	No. of directors as on the date	No. of Directors Present
30.05.2017	6	6
31.07.2017	6	4
30.10.2017	6	4
30.01.2018	6	6

NUMBER OF AUDIT COMMITTEE MEETING HELD:

The Committee consisting of three Directors namely Mr. Ashok Kuriyan, Independent Director, Mr. Jacob Mammen, Director and Mrs. Susan Kurian, Independent Directoi:

Date of Committee Meeting	No. of Member as on date	No.of Members Present
30.06.2017	3	3
31.07.2017	3	2
30,10.2017	3	3
30.01.2018	3	3

DIRECTORS RESPONSIBILITY STATEMENT;

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2018, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

d) they have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

The information required pursuant to Section 197 read with Rule S of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1973, in respect of employees of the Company and Directors is'' furnished hereunder:

SI. No.

Name

Designation

Remuneration paid FY 2017-18 in lakhs

Remuneration paid FY 2018-17 in lakhs

Increase in remuneration from previous year in lakhs

Ratio/Times per Median of employee remuneration

Mr. Roy Mammen

Managing

Director

24.93

17.82

7.11

12.70

Mr. Mammen Philip

Director corporate affairs

2.07

1.06

AUDIT OBSERVATIONS;

i) Statutory Auditors :

The Auditors, Messrs. Vandana Rao and Company ,(Firm Registration NO.011628S), Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting held on 27th September 2017, who shall hold office until the conclusion of the 56th annual general meeting to be held for the financial year 2021-22 . As per section 139 of the Companies Act, 2013, the appointment needs to be ratified at every annual general meeting by the members. Directors recommended for ratification of the appointment of auditors made on 27.09.2017.

The notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ report does not contain any reservation or adverse remark.

The Material changes and commitments, if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the company occurred from the end of the financial year 2017-18 till the date of this report. Further there was no change in the nature of the business of the company.

ii) Cost Auditors :

Since the Companyâs turnover has not exceeded Rs.35 crores in the previous financial years, the cost audit is not applicable.

iii) Secretarial Audit :

M/s. M. Damodaran & Associates, Chennai was appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2017-18.

As required under Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

iv) Internal Auditor :

Pursuant to the provisions of Section 138 of the Act and the Rules thereunder, your Board had appointed M/s. S. R. Mandre and. Co., Chartered Accountants, Bangalore as. Internal Auditors of the Company for the FY 2017-18. INFORMATION ABOUT SUBSIDIARY/ JW ASSOCIATE COMPANY:

Company does not have any Subsidiary, Joint venture or Associate Company during the period under review.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:

During the year, the company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Refer Note No.31 to the financial statement which sets out related party disclosures.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

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

1. Specific areas in which R&D carried out by the Company

The Company has an ongoing programme on latex technology development and its related application to vmous products. Accordingly, the Company has in the past launched new products such as PU mattress Amaze and Ortno Bond mattress, contour pillow, hemorrhoid cushions, neck care and coccyx cushions.

2. Technology Absorption, Adaptation and Innovation

3. Foreign Exchange Earning and Outgo

Statutory particulars with regards to foreign exchange and outgo appear in the notes pertaining to the accounts.

DEPOSITS:

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Companyâs Development and Implementation of Risk Management Policy is provided elsewhere in this Annual Report in Management Discussion and Analysis as Annexuare-C.

POLICY ON VIGIL MECHANISM:

The Audit committee has adopted a policy on vigil Mechanism in accordance with the provisions of the Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, which provides a formal mechanism for all Directors, employees and other stakeholders of the company to report to the management, their genuine concerns or grievances about unethical behaviors, actual or suspected fraud and any violation of the Companyâs Code of Conduct or ethics policy.

The policy also provides a direct access to the Chairperson of the Audit Committee to make protective disclosures to the Management about grievances or violation of the Companyâs code of conduct.

The policy disclosed on the Companyâs website in the following link www.mmfoam.in ORDER OF COURT:

No material orders had been passed by the regulators or courts or Tribunals.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions for corporate social responsibility (âCSRâ) under the Companies Act, 2013, are not applicable to the company for the current financial year.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statements were operating effectively. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels. The information required pursuant to Section 197 read with Rule 5 of The Companies (Apartment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

BY ORDER OF THE BOARD For M.M.RUBBER CO. LTD.,

PLACE: BANGALORE ASHOK KURIYAN ROY

DATE: 30.5.2018 Director m₀774091

(DIN: 00081374) (DIN. 00077409)

Mar 31, 2016

DIRECTORâS REPORT

To the Members,

The Directors have pleasure in presenting before you the 50th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

ACTIVITY & PERFORMANCE:

The principal activity of the company continues to be manufacture and marketing of foam and other related products. Financial Summary or highlights/performance of the company

Particulars	Financial year ended March 31, 2016 Rs, in Lakhs	Financial year ended March 31, 2015 Rs, in Lakhs
Revenue from Operations	1875.95	1779.42
Operating Expenditure	1788.09	1691.12
Earnings Before Interest, Tax, Depreciation & Amortization (EBITDA)	87.86	88.30
Other income (net)	12.99	10.72
Finance costs	67.12	67.20
Depreciation & amortization expense	8.00	7.94
Profit for the year after tax	25.73	23.88
Balance brought from previous year	-63.97	-82.10
Amount available for appropriation	-38.03	-58.16
Adjustment relating to fixed assets	-	5.81
Adjustment relating to TDS & FBT	-8.90	-
Adjustment relating to Income Tax provision	3.80	-
Provision for taxation	-	-
Amount transferred to General reserve	-43.13	-63.97
Dividend	-	-
Balance carried to balance sheet	-43.13	-63.97
The position of reserves is as under:
General Reserve	-43.13	-63.97

OPERATIONS & PERFORMANCE:

The Companyâs turnover for the year ended 31st March, 2016, has increased marginally as compared to the previous year and the Company was able to maintain the same profit as the previous year in spite, the increase in cost of all the raw materials and wages.

PROSPECTS:

The company has recently launched the PU Products, accessories such as contour, travel and nursing pillow, haemorrhoid and coccyx cushions and has also launched different varieties of Dual and Coir mattresses.

DIVIDEND:

On the basis of the present profit position the company is unable to declare dividend to its shareholders. However, your Directors hope that in the coming years as the companyâs profitability improves suitable dividend would be considered.

DEPOSITS:

At the close of the year the matured deposit of Rs.17000/- remain unclaimed. Your Directors are taking steps to deal with the same in accordance with the provisions of Companies Act 2013.

LISTING WITH STO CK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to Bombay Stock Exchange where the Companyâs Shares are listed.

DEMATERIALISATION OF SHARES:

40% of the companyâs paid up Equity Share Capital is in dematerialized form as on 31st March, 2016 and balance 60% is in physical form. The Companyâs Registrars are M/s CAMEO CORPORATE SERVICES LIMITED having their registered office at "Subramanian Building" No.1 Club House Road, Chennai - 600002.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed and there are no material departures;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively;

Based on the internal financial controls and compliance systems established and maintained by the company, work performed by the internal, statutory and secretarial auditors and reviews performed by the management, the Board is of the opinion that the companyâs internal financial controls were adequate and effective during the financial year 2015-16.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:

During the year, the company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Refer Note No.22.8 to the financial statement which sets out related party disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr.Mammen Philip (DIN: 01091481) Director of the company retire by rotation and is eligible for reappointment. NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met four times during the financial year from 1st April, 2015 to 31st March, 2016. The dates on which the meetings were held are as follows:

Date of meeting	No. of directors as on the date	No. of Directors Present
29/05/2015	6	4
29/07/2015	6	6
30/10/2015	6	4
28/01/2016	6	4

AUDIT OBSERVATIONS:

i) Statutory Auditors :

The Auditors, M/s. S R Mandre & Co., (Firm registration No 001962S), Chartered Accountants, were appointed as statutory auditors of the company for a period of three consecutive years at the Annual General Meeting held on 26th September, 2014, who shall hold office until the conclusion of the annual general meeting to be held for the financial year 2016-17. As per section 139 of the Companies Act, 2013, the appointment needs to be ratified at every annual general meeting by the members. Directors recommend for ratification of the appointment of auditors made on 26.09.2014.

The notes on financial statement referred to in the Auditors report are self-explanatory and do not call for any further comments. The Auditors report does not contain any qualification, reservation or adverse remark.

Material changes and commitments, if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the company occurred from the end of the financial year 2015-16 till the date of this report. Further there was no change in the nature of the business of the company.

ii) Cost Auditors :

Since the companyâs turnover has not exceeded Rs.35 crores in the previous financial years, the cost Audit is not applicable.

iii) Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

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

1 . Specific areas in which R&D carried out by the Company

The Company has an ongoing programme on latex technology development and its related application to various products. Accordingly the Company has in the past launched different pillows and cushions.

2 . Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection furnace oil is replaced with firewood.

3. Foreign Exchange Earning and Outgo

Statutory particulars with regards to foreign exchange and outgo appear in the notes pertaining to the accounts.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sl. No.

Name

Designation

Remuneration paid FY 2015-16 in lakhs

Remuneration paid FY 2014-15 in lakhs

Increase in remuneration from previous year in lakhs

Ratio/Times per Median of employee remuneration

Mr. Roy Mammen

Managing

Director

16.50

14.85

1.65

7.78

Mr. Mammen Philip

Director corporate affairs

2.07

0.98

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Companyâs Development and Implementation is provided elsewhere in this Annual Report in Management Discussion and Analysis as Annexure-C.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

BY ORDER OF THE BOARD

For M.M.RUBBER CO. LTD.,

PLACE: BANGALORE ASHOK KURIYAN ROY MAMMEN

DATE: 30.5.2016 Director Managing Director

(DIN: 00081374) (DIN: 00077409)

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 49th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

ACTIVITY & PERFORMANCE

The principal activity of the company continues to be manufacture and marketing of foam and other related products. Financial Summary or highlights/performance of the company

Particulars Financial Financial year ended year ended March 31, 2015 March 31, 2014 Rs. in Lakhs Rs. in Lakhs

Revenue from Operations 1779.42 1787.39

Operating Expenditure 1691.12 1803.70

Earnings Before Interest, Tax, 88.30 -16.31 Depreciation & Amortization(EBITDA) Other income (net) 10.72 5.22

Finance costs 67.20 61.44

Depreciation & amortization expense 7.94 12.95

Profit for the year after tax 23.88 -85.48

Balance brought from previous year -82.10 2.89

Amount available for appropriation -58.16 -82.10

Adjustment relating to fixed assets 5.81 -

Provision for taxation - -

Amount transferred to General reserve -63.97 -82.10

Dividend - -

Balance carried to balance sheet -63.97 -82.10

The position of reserves is as under:

General Reserve -63.97 -82.10

OPERATIONS & PERFORMANCE

The Company's turnover for the year ended 31st March 2015 remained the same as in previous year. However, the company was able to prune the costs substantially and thus was able to achieve a profit for the year as compared to loss in the previous year.

PROSPECTS:

The company is in the process of getting into export business and in this connection is in advanced stages of discussion with a super market chain in U.S.

Dividend

On the basis of the present profit position the company is unable to declare dividend to its shareholders. However your directors hope that in the coming years as the company's profitability improves suitable dividend would be considered.

Deposits

At the close of the year the matured deposit of Rs. 17000/- remain unclaimed. Your Directors are taking steps to deal with the same in accordance with the provisions of Companies Act 2013.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to Bombay Stock Exchange where the Company's Shares are listed.

DEMATERIALISATION OF SHARES:

40% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 60% is in physical form. The Company's Registrars are M/s CAMEO CORPORATE SERVICES LIMITED having their registered office at "Subramanian Building" No. 1 Club House Road Chennai - 600002.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period ;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Based on the internal financial controls and compliance systems established and maintained by the company, work performed by the internal, statutory and secretarial auditors and reviews performed by the management, the Board is of the opinion that the company's internal financial controls were adequate and effective during the financial year 2014-15.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

During the year, the company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Refer Note No. 22.8 to the financial statement which sets out related party disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.Jacob Mammen (DIN 00078010) Director of the company retires by rotation and is eligible for reappointment. Dr.Karun Philip (DIN: 01091468) Director of the company retires by rotation and is eligible for reappointment.

Mrs. Susan Kurian (DIN:00349062) who had been co-opted as Additional Director retires at the ensuing Annual General Meeting. She being eligible, offers her candidature to be reappointed as Independent Director of the Company for a term of 5 (five) consecutive years with effect from the date of the ensuing Annual General Meeting and that she shall not be liable to retire by rotation. Further as she satisfies the condition laid down under the Act for being treated as independent women director. Company proposes to treat her as independent director not liable for retirement by rotation for a period of five years.

Mr. Kandathil Ashok Kuriyan (DIN: 00081374) who is already a Non - Executive Director of the Company satisfies the criteria for Independent Director laid down under section -149(6) of the Companies Act, 2013. Therefore the Directors of your company recommend to appoint Mr. Kandathil Ashok Kuriyan as an Independent Director of your Company for a term of 5 (five) consecutive years with effect from the date of the ensuing Annual General Meeting and that he shall not be liable to retire by rotation.

Number of Board Meetings held:

The Board of Directors duly met four times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

1. 30-05-2014

2. 24-07-2014

3. 21-10-2014

4. 30-01-2015

AUDIT OBSERVATIONS:

i) Statutory Auditors :

The Auditors, M/s. S R Mandre & Co., (Firm registration No 001962S), Chartered Accountants, were appointed as statutory auditors of the company for a period of three consecutive years at the Annual General Meeting held on 26th September, 2014, who shall hold office until the conclusion of the annual general meeting to be held for the financial year 2016-17. As per section 139 of the Companies Act, 2013, the appointment needs to be ratified at every annual general meeting by the members. Directors recommend for ratification of the appointment of auditors made on 26.09.2014.

The notes on financial statement referred to in the auditors report are self-explanatory and do not call for any further comments. The Auditors report does not contain any qualification, reservation or adverse remark.

Material changes and commitments, if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the company occurred from the end of the financial year 2014-15 till the date of this report. Further there was no change in the nature of the business of the company.

ii) Cost Auditors :

M/s. SBK & Associates (Membership No.15108), Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2015 by the Board of Directors. The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the due date of filing.

iii) Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

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

1. Specific areas in which R&D carried out by the Company

The Company has an ongoing programme on latex technology development and its related application to various products. Accordingly the Company has in the past launched new products such as dual deluxe mattress, contour pillow, hemorrhoid cushions and coccyx cushions.

2. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection pre-vulcanized latex is being adopted.

3. Foreign Exchange Earning and Outgo

Statutory particulars with regards to foreign exchange and outgo appear in the notes pertaining to the accounts.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Remuneration Remuneration SI. No. Name Designation paid FY 2014-15 paid FY 2013-14 in lakhs in lakhs

1. Mr. Roy Mammen Managing 14.85 11.52 Director

2. Mr. Mammen Director 2.07 2.07 Philip corporate affairs

Increase in Ratio/Times per SI. No. Name remuneration Median of from previous employee year in lakhs remuneration

1. Mr. Roy Mammen 3.33 6.56

2. Mr. Mammen - 0.91 Philip

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company's Development and Implementation is provided elsewhere in this Annual Report in Management Discussion and Analysis as Annexure-C.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

BY ORDER OF THE BOARD For M.M.RUBBER CO. LTD.,

PLACE: BANGALORE ASHOK KURIYAN ROY MAMMEN DATE: 29.5.2015 Director Managing Director (DIN: 00081374) (DIN: 00077409)

Mar 31, 2014

Dear Members,

The directors have pleasure to present their report on the activities and the audited accounts of the company for the year ended 31st March 2014.

As members are aware there has been considerable slowdown in the economic activity in the country which has an adverse effect on the manufacturing sector. This negative trend also affected your company and thus the company during the year under report could not record any significant improvement in its turnover. Further there has been an all- round increase in costs resulting in the margin being eroded and company making higher loss during the year as compared to the previous year.

FINANCIAL RESULTS

The financial results of the company are as under:

Particulars For the Year For the 2013-2014 Previous Rs. in Lakh Year 2012 -2013 Rs.in Lakh

Profit before depreciation and interest -11.08 47.22

Less: Depreciation 12.95 12.80

Interest 61.44 60.63

74.39 81.42

Loss after depreciation and interest -85.47 -34.20

Less: Excess provision written Back 0.47 0.37

Loss or profit carried to balance sheet -85.00 -33.83

PROSPECTS FOR THE CURRENT YEAR

Keeping the current economic scenario and its possible adverse effect, your directors have initiated certain measures to rationalize the working the company, by concentrating more on its core foam products and exploring the possibility of enlarging the marketing of those products to in export market. Your directors are confident that with these measures your company could increase turnover in the coming year but also show better working results.

DIVIDEND

As the company is in the process of financial consolidation and in view of the loss for the year, your Directors are not recommending any dividend for the year.

DIRECTORS

M/s. Roy Mammen, Mammen Philip and Ashok Kuriyan retires by rotation at the ensuing General Meeting and eligible for re-appointment.

FIXED DEPOSITS

At the close of the year the matured deposit of Rs.17,000/- remains unclaimed. Your directors are taking steps to deal with the same in accordance with the new provision of Companies Act 2013.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

AUDITORS

M/s. S.R.Mandre & Co., Chartered Accountants, Bangalore who retires are eligible for re-appointment.

R & D EFFORTS AND TECHNICAL ABSORPTION

Details of R & D Efforts and Technology, Absorption are given in Form "B" hereunder.

1. Specific areas in which R & D carried out by the Company

The company has an ongoing programme on latex technology development and its related application to various products. Accordingly the company has in the past launched new products such as Dual Harmony mattresses and Medi bed.

2. Future Plan of Action

The company is in the process of rationalizing its distribution net work and such rationalization is expected to yield good results in the coming year.

3. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection use of pre-vulcanized latex is being adopted.

4. Foreign Exchange Earning and Outgo

Statutory particulars with regard to foreign exchange and outgo appear in the notes pertaining to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, on the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) That the Directors have selected the accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company, at the end of the year under review and of the Profit of the Company, for the year under review.

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

d) That the Directors have prepared the annual accounts for the year ended 31st March 2014 on a "going concern" basis.

APPRECIATION

The Directors place on record their appreciation of the valuable contribution of the Company's bankers. The Directors take the opportunity to thank the customers, dealers and all employees for their continued co-operation

BY ORDER OF THE BOARD For M.M.RUBBER CO. LTD.,

PLACE: BANGALORE ASHOK KURIYAN ROY MAMMEN DATE: 30.5.2014 Director Managing Director

Mar 31, 2013

The directors have pleasure to present their report on the activities and the audited accounts of the Company for the year ended 31st March 2013.

During the year under report, there has been a recessionary trend in the Indian economy affecting the industrial activities including consumer sector activities. This trend also affected your company and the company recorded a negative growth as compared to the previous year. In addition, the prices of latex and other inputs consistently raised during the year resulting in lower margin especially from latex products which forms substantial portion of the company^ turnover. Thus the company had to report a loss for the year.

FINANCIAL RESULTS

The financial results of the company are as under:

Particulars For the Tear For the Previous 2012-2013 Year 2011-2012 Rs. in Lakhs Rs. in Lakhs

Profit before depreciation and interest 47.22 56.22

Less: Depreciation 12.80 14.89

Interest 60.63 60.78

81.43 75.65

Loss after depreciation and interest 34.20 19.40

Less: Current Tax 34.20 19.40

Less: Excess provision written Back 0.37 0.23

Loss carried to balance sheet 32.83 19.17

PROSPECTS FOR THE CURRENT TEAR

Your directors have started taking steps to rationalize its distribution network either by closing or merging wherever required in order to reduce costs and improve the quality of delivery. Your Directors are confident that these measures would help in company improving the margin and with the industrial scenario getting better in the coming year the turnover of the company would also improve and thereby the results for the next year would improve.

DIVIDEND

As the Company is in the process of financial consolidation and in view of the loss for the year, your Directors are not recommending any dividend for the year.

DIRECTORS

M/s. Jacob Mammen and Mammen Philip retire by rotation at the ensuing General Meeting and eligible for re-appointment.

FIXED DEPOSITS

At the close of the year the matured deposit of Rs. 17,000 remains unclaimed.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules 1975.

AUDITORS

M/s S.R. Mandre & Co., Chartered Accountants, Bangalore who retires are eligible for re-appointment

R&D EFFORTS AND TECHNICAL ABSORPTION

Details of R & D Efforts and Technology, Absorption are given in Form "B" hereunder.

1 .Specific areas in which R&D carried out by the Company

The Company has an ongoing programme on latex technology development and its related application to various products. Accordingly the Company has in the past launched new product such as Dual Mattresses, Hifi Mattresses, and in the process of expanding its ranges of products in spring and polyurethane, medibed etc.,

2. Future Plan of Action

The Company is in process of rationalizing its distribution network and such rationalization is expected to yield good results in the coming year.

3. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection use of pre-vulcanized latex is being adopted.

4. Foreign Exchange Earning and Outgo

Statutory particulars with regard to foreign exchange and outgo appear in the notes pertaining to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, on the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of accounts for the financial year ended 31 st March 2013, the applicable accounting standard have been followed, along with proper explanation relating to material departures.

b) That the Directors have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company, at the end of the year under review and of the loss of the Company, for the year under review.

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

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

APPRECIATION

The Directors place on record their appreciation of the valuable contribution of the Company''s bankers. The Directors take the opportunity to thank the customers, dealers and all employees for their continued co-operation.

The maintenance of cost records as prescribed for the year is applicable to your Company and the Company is maintaining such record for computation of cost in respect of all the products.

BY ORDER OF THE BOARD

For M.M.RUBBER CO. LTD.,

PLACE: BANGALORE MAMMEN PHILIP ROY MAMMEN

DATE: 30.05.2013 Director Managing Director

Mar 31, 2012

The directors have pleasure to present their report on the activities and the audited accounts of the company for the year ended 31st March 2012.

The economic slowdown in the country has adversely affected your company's performance also. On the one hand there has been unprecedented increase in input costs and at the same time there has been resistance for increase in the price of company's latex products. These factors have contributed to a large extent the decline in margin thus resulting in our company recording a small loss during the year. Your directors are taking all steps to rationalize the working of the company which may result in reduction in cost and improvement of margin.

FINANCIAL RESULTS

The financial results of the company are as under:

Particulars For the Year For the Previous 2011-2012 Year 2010-2011 Rs. Rs.

Profit before depreciation and interest 56.27 43.85

Less: Depreciation 14.89 12.01

Interest 60.78 23.25

75.67 35.26

Loss or profit after depreciation and interest (19.40) 8.59

Less: Current Tax -- 1.55

(19.40) 7.04

Less: Excess provision written Back 0.23 0.10

Loss or profit carried to balance sheet (19.17) 6.94

PROSPECTS FOR THE CURRENT YEAR

Keeping the current economic scenario and its possible adverse effect, your directors have initiated certain measures to rationalize the working of the company.

DIVIDEND

As the company is in the process of financial consolidation and in view of the loss for the year, your Directors are not recommending any dividend for the year

DIRECTORS

M/s. Ashok Kuriyan and Karun Philip retires by rotation at the ensuing General Meeting and eligible for re-appointment.

FIXED DEPOSITS

At the close of the year the matured deposit of Rs. 17,000/- remains unclaimed.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

AUDITORS

M/s. S.R.Mandre & Co., Chartered Accountants, Bangalore who retires are eligible for re-appointment.

R & D EFFORTS AND TECHNICAL ABSORPTION

Details of R & D Efforts and Technology, Absorption are given in Form "B" hereunder.

1. Specific areas in which R & D carried out by the Company

The company has an ongoing programme on latex technology development and its related application to various products. Accordingly the company has in the past launched new products such as Dual Mattresses, Hifi Mattresses, and in the process of expanding its range of products in spring and polyurethane, medibed etc.,

2. Future Plan of Action

The company is in the process of rationalizing its distribution net work and such rationalization is expect to yield good results in the coming year.

3. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection use of pre-vulcanized latex is being adopted.

4. Foreign Exchange Earnings and Outgo '

Statutory particulars with regard to foreign exchange and outgo appear in the notes pertaining to the accounts

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, on the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of accounts for the financial year ended 31 st March 2012, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) That the Directors have selected the accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company, at the end of the year under review and of the Profit of the Company, for the year under review.

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

d) That the Directors have prepared the annual accounts for the year ended 31st March 2012 on a "going concern" basis.

APPRECIATION

The Directors place on record their appreciation of the valuable contribution of the Company's bankers. The Directors take the opportunity to thank the customers, dealers and all employees for their continued co-operation.

The maintainance of cost records as prescribed for the year is applicable to your company and the company is maintaining such record for computation of cost in respect of all the products.

BY ORDER OF THE BOARD For M.M.RUBBER CO. LTD

PLACE: BANGALORE ASHOK KURIYAN ROT MAMMEN

DATE: 27.07.2012 Director Managing Director

Mar 31, 2011

Ladies & Gentlemen,

The directors have pleasure to present their report on the activities and the audited accounts of the company for the year ended 31st March 2011.

The turnover for the year is higher as compared to previous year. However, on account of increase in input costs, the margins have declined resulting in reporting of lower profit during the year.

FINANCIAL RESULTS

The financial results of the company are as under:

Particulars For the Year For the Previous 2010-2011 Year 2009-2010

Profit as per Profit & Loss Account 8,58,965 53,86,619

Less: Short provision/excess provision of bonus of earlier years 10,197 5,554

8,48,768 53,92,173 Less: Provision for MAT 1,55,000 9,05,000

6,93,768 44,87,173

Add: Balance brought forward from previous year 1,36,73,831 91,86,658

Less : Prior Period Expenses 10,50,893 -

Surplus carried over to Balance Sheet 1,33,16,706 1,36,73,831

PROSPECTS FOR THE CURRENT YEAR

Your Directors taking into consideration, the volatility of rubber latex prices and its adverse impact, on the margin, have decided to expand its activities to other segments in the industry and accordingly are in the process of introducing spring and polyurethane cushion and mattresses. Hence your Directors are confident of improving the turnover and controlling the cost in an effective manner so that the profitability for the company is improved.

DIVIDEND

As the company is in the process of financial consolidation, your Directors are not recommending any dividend for the year.

DIRECTORS

M/s. Jacob Mammen and Mammen Philip retires by rotation at the ensuing General Meeting and eligible for re-appointment.

FIXED DEPOSITS

At the close of the year the matured deposit of Rs. 17,000/- remains unclaimed.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

AUDITORS

M/s. S.R. Mandre & Co., Chartered Accountants, Bangalore who retires are eligible for re-appointment.

R&D EFFORTS AND TECHNICAL ABSORPTION

Details of R & D Efforts and Technology, Absorption are given in Form "B" hereunder.

1. Specific areas in which R&D carried out by the Company

The company has an ongoing programme on latex technology development and its related application to various products and as a consequence during the year it successfully launched a product known as DUAL MATTRESSES. Further, the company is in the process of developing other products in spring, polyurethane etc.

2. Future Plan of Action

The company is planning to expand its production capacity in order to take advantage of increase in demand of natural rubber and home products.

3. Expenditure on R & D

The company during the year incurred an expenditure of Rs. 41.49 lakhs on development of new products and has deferred the same as per its accounting policies to be written off over a period of time.

4. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection use of pre-vulcanized latex is being explored.

5. Foreign Exchange Earnings and Outgo

Statutory particulars with regard to foreign exchange and outgo appear in the notes pertaining to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, on the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) That the Directors have selected the accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company, at the end of the year under review and of the Profit of the Company, for the year under review.

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

d) That the Directors have prepared the annual accounts for the year ended 31st March 2011 on a "going concern" basis.

APPRECIATION

The Directors place on record their appreciation of the valuable contribution of the Company's bankers. The Directors take the opportunity to thank the customers, dealers and all employees for their continued co-operation. BY ORDER OF THE BOARD For M.M. RUBBER CO. LTD.,

ASHOK KURIYAN ROY MAMMEN Director Managing Director

PLACE : BANGALORE DATE : 19.07.2011

Mar 31, 2010

The Directors have pleasure to present their report on the activities and the audited accounts for the year ended 31st March 2010.

Your Directors are happy to report that the year under report has resulted in higher turnover as compared to the previous year.

WORKING OF THE COMPANY

During the year under review there has been unprecedented increase in the price of rubber latex, the major raw material component. This increase had adverse effect on the overall cost though the turnover increase marginally. The increase in cost of latex and other inputs resulted in the reduction of net profit of the year as compared to the previous year

FINANCIAL RESULTS

The financial results of the company are as under:

Rupees in lakhs

Particulars For the Year For the Previous

2009-2010 Year 2008-2009

Profit before depreciation and interest 70.61 105.06

Less: Depreciation 10.96 11.21 Interest 5.78 9.14

16.74 20.35

Profit after depreciation and Interest 53.87 84.71

Less: Short/excess provision of bonus of earlier years 0.06 (1.00)

53.93 83.71

Less: FBT Paid _ 2.10

53.93 81.61

Less: Provision for MAT 9.05 8.00

44.88 73.61

Add: Balance brought forward from previous year 91.85 18.25

Surplus Carried over to Balance Sheet 136.74 91.85

PROSPECTS FOR THE CURRENT YEAR

In view of Company adding on new products, your Directors are confident to increase the turnover in coming years and also post healthy profits.

DIVIDEND

As the Company is in the process of financial consolidation, your Directors are not recommending any dividend for the year.

DIRECTORS

Mr. Ashok Kuriayn retires by rotation at the ensuing Annual General Meeting and eligible for re-appointment.

FIXED DEPOSITS

At the close of the year the matured deposit of Rs. 17,000/- remains unclaimed.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Sectio.n 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

AUDITORS

M/s.S.R.Mandre & Co., Chartered Accountants, Bangalore who retires are eligible for re-appointment.

R&D EFFORTS AND TECHNICAL ABSORPTION

Details of R & D Efforts and Technology, Absorption are given in Form "B" hereunder:

1. Specific areas in which R&D carried out by the Company

The company has an ongoing programme on latex-technology development and its related application to various products and as a consequence during the year it successfully launched a product known as DUAL MATTRESSES.

2. Future Plan of Action

The company is planning to expand its production capacity in order to take advantage of increase in demand of natural rubber and home products.

3. Expenditure on R & D

Expenditure on in-house research and development has been shown under respective heads of expenditure in the Profit & Loss Account.

4. Technology Absorption, Adaptation and Innovation

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection use of pre-vulcanized latex is being explored.

5. Foreign Exchange Earnings and Outgo

Statutory particulars with regard to foreign exchange and outgo appear in the notes pertaining to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, on the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of accounts for the financial year ended 31s March 2010, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) That the Directors have selected the accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company, at the end of the year under review and of the Profit of the Company, for the year under review.

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

d) That the Directors have prepared the annual accounts for the year ended 31s March 2010 on a "going concern" basis.

APPRECIATION

The Directors place on record their appreciation of the valuable contribution of the Companys bankers. The Directors take the opportunity to thank the customers, dealers and all employees for their continued co-operation.

NOTE: The Directors at their meeting held on 29.7.2010 have authorized Mr. Ashok Kuriyan and Mr. Roy Mammen, Directors to sign this report on their behalf

ADDENDUM REGARDING QUALIFICATION IN AUDITORS REPORT

The Auditors in their report have qualified the following:

1. Non provision in the accounts for certain retirement benefits

2. Non ascertainment of impairment of assets

3. Valuation of inventories

Your Directors wish to clarify as under:

a) The company is in the process of ascertaining the acturial liability for gratuity and leave encashment. Pending such ascertainment the company is meeting the gratuity and encashment of leave liabilities as and when it arises in the individual cases and there are no unpaid liabilities on this account.

b) The Company had closed its BOPP Division and Glove Division in the earlier years and most of the fixed assets pertaining to those divisions have been disposed off in those years. The Company carries in its books the assets relatable to foam products. Pending ascertainment of realizable value or useful economic life of those assets, it has not been possible to quantify or provide for in the books towards loss on impairment of assets, if any.

c) The Company, in view of the new products introduced, is in the process of ascertaining revised cost of production for all the products dealt with by the Company, pending such ascertainment, the Company continued its policy of valuing the stock at net billing price of each product.

BY ORDER OF THE BOARD For M.M.RUBBER CO.LTD., PLACE:BANGALORE ASHOKKURIYAN ROYMAMMEN DATE:29.07.2010 Director Managing Director

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