DIRECTORS' REPORT

TO

THE MEMBERS, GOVIND RUBBER LIMITED

Your Directors have pleasure in presenting the 30th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2015.

DIVIDEND AND RESERVES

Due to non-availability of sufficient profit, the Board of Directors does not recommend any payment of Dividend for the year under review.

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

SHARE CAPITAL:

The paid up equity share capital as at 31st March, 2015 stood at Rs. 21.84 crores. During the year under review the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on 31st March, 2015 none of the Directors of the company hold instruments convertible into equity shares of the Company.

REVIEW OF OPERATIONS:

Your Company has achieved a Gross Turnover and Operational Income of Rs 37,268 lacs as compared to Rs.43,566 lacs in the previous year. The gross profit is Rs 443 lacs as compared to Rs 339 lacs in the previous year. The net profit for the year stood at Rs.6 lacs as compared to Rs. 28 lacs in the previous year.

Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.

OUTLOOK:

The priority of the Company for the Current year will be to consolidate its position in terms of Sales & Profitability by adopting various means of improving sales in local and OeM market. The Company also intends to run the plants more efficiently by achieving rationalization in cost structure. The Company has set up its own branches across India to sale its products for replacement market during the year. Auto tires and tubes is the area for further expansion and improvement in sales for which Company is making its efforts to increase its sales.

AUDITORSANDAUDITORS REPORT:

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

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

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

COSTAUDITORS:

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2015 the Board of Directors of the Company has appointed M/s. K.G Goyal & Associates as Cost Auditors of the Company to conduct the cost Audit for the financial year 2015-2016.

SECRETARIALAUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-A. The Secretarial Audit Report contains qualification for not appointing Company Secretary, a KMP prescribed under section 203 of The CompaniesAct, 2013.

BOARD'S COMMENTS ON EVERY QUALIFICATION,

RESERVATION OR ADVERSE REMARKS IN THE  AUDITORSREPORT:  

There is no audit qualification in the financial statements by the statutory auditors for the year under review. The Company is in the process of appointing a suitable candidate having prescribed qualifications for the post of Company Secretary, to comply with the above said provisions under Section 203 of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT ISCUSSIONANDANALYSIS (MDA):

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Corporate Governance Report, Auditors' certificate thereon and Management Discussion and Analysis Report are attached to this reportas ANNEXURE- B&C

PERFORMANCE OF SUBSIDIARY COMPANIES AND  JOINTVENTURES:

During the year, the Company has closed operations of its subsidiary in The Netherlands mainly due to cost and revenue mismatch. However Company will continue its business directly in those markets through its distributors. GRLBV, Subsidiary has filed voluntary winding up petition in the appropriate court in The Netherlands on which decision is still pending. The information in respect of Subsidiary Company and joint Venture is furnished in Corporate Governance Report.

CONSOLIDATED FINANCIALSTATEMENT:

In view of the amendments in Rule 6, the requirements for preparing consolidated financial statements is not required for the current financial year as GRL B.V. ceased to be a subsidiary of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the directors had selected such 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 financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

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

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under section 92 of the  Companies Act, 2013,

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the company has appointed Ms. Darshika R. Poddar as Independent Director of the company with effect from 14th November, 2014. The appointment of Ms. Darshika R. Poddar also fulfills the criteria of appointment of woman director on the Board. The Status of Ms. Darshika R. Poddar is changed from Independent to Non Independent as now she is part of Promoter Group.

Mr. Vinod Poddar, who is currently holding the position of Chairman cum Managing Director, is proposed to be appointed as Executive Chairman, for a period of Three year w.e.f. 1st August, 2015. Necessary resolutions are proposed in the notice ofAnnual General Meeting.

Mr. Rahul Poddar, Executive director, is proposed to be appointed as Vice Chairman & Managing Director, for a period of Three years w.e.f. 1st August, 2015, subject to fulfillment of requirements of Company Act and Member approval in ensuingAGM.

Mr. Umesh Lathi, who is currently holding the position of Whole time director, is also proposed to be appointed as Whole time director for a period of Three years w.e.f. 1st August, 2015.The Board of Directors had on the recommendation of the Nomination and Remuneration committee designated Mr. Umesh Lathi as CFO effective from 13th February, 2015.

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

BOARD EVALUATION:

The performance evaluation of the Independent Directors was completed. The performance evaluation of the chairman and Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF METINGSOF THE BOARD:

The Details of the number of Meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. The details of the Policy on vigil mechanism and whistle blower policy is explained in the Corporate Governance Report and also posted on the website of the Company.

NOMINATION AND REMUNERATION POLICY:

The Board of Directors have constituted the Nomination and Remuneration Committee having Independent Directors as members. The Nomination and Remuneration committee has framed the Nomination and Remuneration Policy and broad parameters are mentioned in Corporate Governance Report Section.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Details of related party transactions is as per Annexure-E.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As perthe provisions of section 135 of Companies Act, 2013 the company is not required to constitute the Corporate Social Responsibility Committee(CSR), however as per principles of good governance the company has constituted the CSR Committee.

The Corporate Social Responsibility (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

RISK MANAGEMENT:

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

COMPOSITION OF AUDIT COMMITTEE AND OTHER DISCLOSURES:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION 186:

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

PARTICULARS OF EMPLOYEES:

Particular of remuneration paid to the employees as required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given as none of the employee receives remuneration in excess of prescribed limit

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE011C01015. Shareholders therefore are requested to take full benefitof the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CODE OF CONDUCT:

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

PUBLIC DEPOSIT:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and there was no outstanding deposit as on 31st March, 2015.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTU

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

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

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was madebe fore the Committee.

ENVIRONMENT AND SAFETY:

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

Information in terms of requirement of clause (m) of Sub­ Section (3) of Section 134 of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, read along with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-F of the report

LISTING:

The Company's Shares are listed on BSE Limited, Mumbai.

ACKNOWLEDGEMENT:

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

For and on Behalf of the Board of Directors

Vinod Poddar

(DIN 00182629) Chairman & Managing Director

Place:Mumbai

Date: 15th July, 2015