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ANNUALREPORT

11 12

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DUNLOP INDIA LIMITED

BOARD OF DIRECTORS

Mr. Mohan Lall ChauhanMr. Subbaratnam Ravi

Mr. Damodar Prasad Dani

CHIEF FINANCIAL OFFICER

Mr. Soumitra Ghose

COMPANY SECRETARYMr. K. L. Sharma

REGISTERED OFFICE

Flat No. 1, Front Side, 5th Floor9, Syed Amir Ali Avenue

Kolkata-700 017Telephone : (033) 22894747

Fax :(033) 22893433E-mail: [email protected]

Web-site : www.dunlop.co.in

BANKERS

Central Bank of IndiaICICI Bank

Indusind BankState Bank of India

REGISTRAR AND SHARE TRANSFER AGENT

CB Management Services (P) LimitedP-22, Bondel Road, Kolkata - 700 019

Telephone : (033) 22806692 / 6693 / 6694 / 2486, 40116700Fax: (033)22870263

E-mail : [email protected]

AUDITORS

M/s. K. N. Gutgutia & Co.,Chartered Accountants, Kolkata

SOLICITORS

M/s. L. P. Agarwalla & Co, KolkataM/s Chowdhury's Law Offices, Kolkata

NoticeHolding of Equity SharesReport of the DirectorsReport on Corporate GovernanceManagement Discussion & Analysis ReportAuditors' ReportBalance SheetProfit and Loss AccountGash Flow Statement

CONTENTS

2 Schedule to the Accounts3 Statement regarding Subsidiary Companies4 Auditors' Report on Consolidated6 Financial Statements

12 Consolidated Balance Sheet and14 Profit and Loss Account16 Consolidated Cash Flow Statement17 Schedules to the Consolidated Accounts18 Statement regarding Subsidiary Companies

1928

29

30313240

Annual Report 2011 -2012



DUNLOP INDIA LIMITEDRegistered Office :Flat No. 1, Front Side, 5th Floor9, Syed Amir Ali Avenue, Kolkata - 700 017

N O T I C E

NOTICE is hereby given that the Eighty Fifth Annual GeneralMeeting of the Members of Dunfop India Limited will beheld at Kala Mandir, 48, Shakespeare Sarani, Kolkata - 700017 on Wednesday, 18th July, 2012 at 11.00 a.m. to transactthe following business :

ORDINARY BUSINESS

1 . To consider and adopt the Profit & Loss Account for theyear ended 31s1 March, 2012 and the Balance Sheet asat that date and the Reports of the Board of Directorsand the Auditors thereon.

2. To appoint a Director in place of Mr. Damodar PrasadDani, who retires by rotation and being eligible, offershimself for re-appointment.

3. To appoint Messers K. N. Gutgutia & Co., CharteredAccountants, Kolkata, the retiring Auditors of theCompany, who being eligible, offer themselves for re-appointment as the Auditors, to hold office from theconclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting of theCompany and to authorize the Board of Directors of theCompany to fix their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass, with or withoutmodification(s), the following Resolution :

4. As an Ordinary Resolution :

"RESOLVED THAT Mr. Subbaratnam Ravi be and ishereby appointed a Director of the Company"

Place : KolkataDate : 19th May, 2012

By Order of the Board

K. L. SharmaCompany Secretary

NOTES:

1. Explanatory Statement pursuant to Section 173(2) of theCompanies Act, 1956 in respect of Special Business ofthe Meeting is annexed hereto and forms part of thisNotice.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THEMEETING IS ENTITLED TO APPOINT A PROXY TO

. ATTEND AND TO VOTE ON A POLL INSTEAD OFHIMSELF AND SUCH PROXY NEED NOT BE AMEMBER OF THE COMPANY. PROXIES, IN ORDERTO BE VALID AND EFFECTIVE, MUST BE RECEIVEDBY THE COMPANY AT ITS REGISTERED OFFICE

NOT LESS THAN 48 HOURS BEFORE THECOMMENCEMENT OF THE--MEETING.

The Register of Members and Share Transfer Books ofthe Company will remain closed from 10th July, 2012 to1Bth July, 2012 (both days inclusive).

Members are requested to bring their copies of theAnnual Report and the Admission Slip at the Meeting.Annual Report will not be distributed at the Meeting. NoFood Packet will be served at the AGM.

The Members, who are still holding the Company'sequity shares in physical form and have notconverted their shareholding in dematerialized form,are once again requested to covert their equityshares from physical form to dematerialized formas the same will provide adequate facility in tradingin the Company's scrip at Stock Exchange in future.In view of the various Circulars issued by CentralGovernment and in pursuance of "Green Initiativein the Corporate Governance", the Members arehereby requested to furnish and register their e-mailaddresses either with the Company or its RTA toenable the Company to send the Notice/ Documents/ Communication in future to the Members directlyat their registered e-maif addresses throughelectronic mode instead of sending the printed / hardcopies of the same by post. Serving of documentsto the Members through electronic mode ensuresreceipt of the Notice / Documents / Communicationtimely, promptly and without any loss in postal transitby them.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT UNDER SECTION 173(2) OFTHE COMPANIES ACT, 1956.

Item No. 4

Mr. Subbaratnam Ravi (Mr. S. Ravi) was appointed as theAdditional Director of the Company with effect from 10thSeptember, 2012. In accordance with the provisions of Section260 of the Companies Act, 1956 and Article 91 of the Articlesof Association of the Company, Mr. S. Ravi shall hold officeup to the date of this Annual General Meeting. The Companyhas received Notice from a Member in writing under Section257 of the Companies Act, 1956 separately signifying hisintention to propose the appointment of Mr. S. Ravi as theDirector at this Annual General Meeting.

Keeping in view the qualification and the experiencepossessed by Mr. S. Ravi, your Directors feel that theappointment of Mr. S. Ravi as Director of the Company willbe beneficial to your Company and accordingly, recommendthe Resolution set out in Item No. 4 of the Notice for yourconsideration and approval.

Annual Report 2011-2012



DUNLOP INDIA LIMITED-

None of the Directors of the Company except Mr. S. Ravi is 2. Nameinterested or concerned in the Resolution set out in Item No.4 of the Notice.

Place : KolkataDate : 19th May, 2012

By Order of the BoardK. L. Sharma

Company Secretary

Age

Qualifications

Expertise

Particulars Relating to the Directors proposed to beappointed/re-appointed :

1. Name Mr. Damodar Prasad Dani

Mr. S. Ravi

63 Years.

B. Tech (Hons)

He has wide experience of more ihan40 years and expertise in the field ofadministration and running Industries.He has worked with various reputedIndustrial groups in key positions likePresident in Uniworth Limited, Kolkataetc.

Age

Qualifications

Expertise

Date of Appointment

No. of Equity Sharesheld in the Co.

Other Directorships

Name of the Public Ltd.Company

Dunlop Rubbers Ltd.

Dunlop East Ltd.

Dunlop South Ltd.

: 58 Years.

: M.Sc.MBA

: Associateed with Automotive TyreIndustry for over 35 years in various

positions including serving as CEO aswell as on the Board of a largeAutomotive Tyre ManufacturingCompany.

: 11th May, 2010

: Nil

Committee Memberships, if any.with position

: None

None

None

Date of Appointment

No. of Equity Sharesheld in the Co.

Other Directorships

Name of the Public Ltd.Company

Falcon Tyres Ltd.

Jessop & Co. Ltd.

Jessop Shipyard Ltd.

Monotona Tyres Ltd.

Dunlop East Ltd.

Dunlop South Ltd.

: 10th September, 2011.

: Nil.

Committee Memberships, if any.with position

None

None

None

Audit Committee - Charman

None

None

HOLDING OF EQUITY SHARESCategory

-

Promoters' HoldingForeign PromotersPromoters' Associates(Persons acting in concert)

Sub Total

Non-Promoters' HoldingFinancial Institutions,Foreign Institutional Investors,Insurance Companies,Mutual Funds, Banks etc.Non-ResidentsPrivate Corporate Bodies -Indian Public

Sub TotalGrand Total

As on 31.03.2012Equity Shares

(Nos.)

2665008520130780

46780865

8134655336627

611298910617739

25202010

71982875

(%)

37.0227.97

64.99

11.300.478.49

14.75

35.01100.00

As on 31.03.2011Equity Shares

(Nos.)

3351522920109137

53624366

813485586045

52306194906990

1835850971982875

(%)

46.5627.94

74.50

11.300.127.276.81

25.50100.00





REPORT OF THE DIRECTORSYour Directors present the 85th Annual Report of the Company togetherwith the audited accounts for the financial year ended 31 st March, 2012.

SUMMARIZED FINANCIAL RESULTSRs. in Lacs

2011-12 2010-11

Sales & other IncomeProfit / (Loss) before Depreciation,Interest & TaxFinancial ChargesDepreciationProfit / (Loss) before Exceptional ItemsExceptional ItemPrior Period AdjustmentProfit before TaxProfit after Tax

OPERATIONS

2001.79(69.96)

937.67146.68

(1154.31)-

7.95(1146.36)(!i46.36)

17452.61909.34

574.21143.88191.25

-10.44

201.69201.69

The manufacturing operation in Sahaganj Plant could not be continueddue to higher manufacturing cost and non remunerative selling prices.Coupled with agitation/non co-operation by workmen, the Managementof the Company was forced to declare suspension of operations inOctober, 2011.At Ambattur plant in Chennai, operations continued till February, 2012.However due to industrial relations issues with the unions, theManagement had no option but to declare suspension of operation atAmbattur Factory also with effect from 21.2.2012.Your Company now proposes to start production in phased manner atSahaganj Plant initially for Industrial Products and then OTR. YourCompany also plans to set up 50 MW power plant and start productionof Truck Tyres when the Power Plant becomes operational. Recentlydiscussions have been held through a tripartite meeting along with unionand representative of Government of West Bengal and the Companyhas submitted detailed plan for consideration to the Government of WestBengal. The Company expects favorable response from the Governmentand the Unions considering long term survival of Your Company.As regards, Ambattur plant, the Unions approached the managementfor a full and final settlement for all workmen for which negotiations are .in process in consultation with the Government of Tamilnadu. Once suchsettlement is arrived at, Management will then plan for future course ofaction.DIVIDENDIn view of Loss during the year, your Directors are unable to considerDividend for the year.PUBLIC DEPOSITDuring the year, Your Company repaid fixed deposits amounting to Rs.1,39,000/- Fixed Deposits matured up to September, 2000 but not repaidup to 31st March, 2012 stand at Rs. 8,01,06,000/-.DIRECTORSDuring the year, Mr. Subbaratnam Ravi and Mr. Samir Kumar Paul wereappointed as Additional Directors of the Company w.e.f. 10" September,2011 and 10* October, 2011 respectively by the Board, who will holdOffice upto the date of 85" Annual General Meeting and are eligible forre-appointment.Mr. Shiv Narayan Maheshwari, Mr. Pawan Kumar Ruia, Mr. VirendraKumar Agrawal, Mr. Dipak Rudra, Mr. Samir Kumar Paul and Mr. RamKrishenSadhu resigned from the Board w.e.f. 17th June, 2011,10*August,2011,10"September, 2011, ^"September, 2011,29* February,2012and 261" March, 2012 respectively. Mr. Shiv Narayan Maheshwari alsoceased to be Executive Director (being Whole-time Director) of theCompany w.e.f. 17"1 June, 2011. The Board placed on record its deepappreciation for the valuable services rendered by all the above Directors.In accordance with Article 103 of the Articles of Association of your

Company and the applicable provisions of the Companies Act, 1956, Mr.Damodar Prasad Dani will retire from the Board by rotation at the 85"Annual General Meeting and being eligible, offers himself for re-appointment.AUDITORSM/s. K. N. Gutgutia & Co., Chartered Accountants, Kolkata, Auditors ofyour Company, will hold office until the conclusion of 85th Annual GeneralMeeting and being eligible, offer themselves for re-appointment. TheCompany has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section224(1 B) of the Companies Act, 1956.COST AUDIT

The Board of Directors have appointed M/s. Mani & Co., CostAccountants, Kolkata to carry out audit of the Cost Accounts of theCompany relating to the manufacture of Tyres and Tubes products forthe Financial Year ended 31" March, 2012 in compliance with the CentralGovernment's Order in this regard. The due date of filing of Cost AuditReport for the Financial Year elided 31 * March, 2012-is within 180 daysfrom the date of close of the Company's Financial Year and the same willbe filed within the due date. The Cost Audit Report for the Financial Yearended 31s1 March, 2011 has been filed on 21.09.2011, i.e. within duedate of filing.

APPOINTMENT OF PROVISIONAL LIQUIDATORSome of the creditors of Company have filed winding-up proceedingsbefore the Calcutta High Court. One of the creditors had preferred anapplication for appointment of a Provisional Liquidator, whereupon theCalcutta High Court had appointed the Official Liquidator, as theProvisional Liquidator vide an Order dated 26.03.2012 which waschallenged by the Company before the Division Bench. The DivisionBench vide its' Order dated 29.03.2012 has stayed the operation of thesaid Order. In the Appeal, the Company has not only challenged theOrder dated 26.03.2012, but has also questioned the maintainability ofthe winding-up petition filed by the creditor. The matter is still pendingbefore the Court.

CONVERSION OF LOAN INTO EQUITY SHARES ON PREFERENTIAL• BASISAs the Members are aware, the Company has allotted 50,000,000 EquityShares of Rs 10/- each fully paid up on preferential basis pursuant toSpecial Resolution passed by the Members at the Extraordinary GeneralMeeting (EGM) held on 28m April, 2012, to the assignees who opted toconvert their entire outstanding loan into Equity Shares of the Company.Necessary in principal approval is being obtained from Bombay StockExchange and the Members of the Company are hereby informed thatrelevant date for this purpose is 29*1 March, 2012.INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIESACT, 1956The Statement pursuant to Section 217(1 )(e) of the Companies Act, 1956read with the Companies (Disclosure of Particulars in the Report of Boardof Directors) Rules, 1988 is attached to this Report.The Company has no employee in the category specified under Section217(2A) of the Companies Act, 1956 read with the Companies (Particularsof Employees) Rules, 1975.DIRECTORS' RESPONSIBILITY STATEMENTPursuant to the requirement under Section 217(2AA) of the CompaniesAct, 1956, your Board of Directors hereby confirms:i) That in the preparation of the Accounts for the Financial Year ended

31st March, 2012, the applicable Accounting Standards have beenfollowed and proper explanations have been provided for materialdepartures, wherever applicable;

ii) That the Board of Directors have selected such Accounting Policiesand applied them consistently and made judgements and estimatesthat were reasonable and prudent so as to give a true and fair viewof the State of Affairs of the Company at the end of the Financial





Year and of the Profit or Loss of the Company for the year underreview;

iii) That the Board of Directors have taken proper and sufficient carefor the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956 for safeguarding theassets of the Company and for preventing and detecting fraud andother irregularities; and

iv) That the Accounts for the Financial Year ended 31st March, 2012

have been prepared on a "going concern" basis.

CORPORATE GOVERNANCEIn accordance with the Provisions under Clause 49 of the ListingAgreement with the Stock Exchange, a separate Report on CorporateGovernance along with the Auditors' Certificate on its compliance andManagement Discussion and Analysis Report are annexed to this Report.PERSONNEL

The workers unrest in both the factories of the Company forced theManagement to declare suspension of operation. However themanagement of the Company is in dialogue with unions and Governmentto arrive at an amicable settlement as well as for the earliest restart ofthe operations at both Plants.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation to the Governments ofWest Bengal and Tamil Nadu for providing support from time to time forthe revival of Your Company, its Bankers and Employees and above allits Shareholders.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the Reportsand Accounts of the Subsidiaries of your Company, M/s. EbonyCommercials Private Limited, M/s Dunlop East Limited and M/s DunlopSouth Limited are attached.

Place: KolkataDate :19tht May, 2012

For and on behalf of the BoardD. P. Dani M. L. ChauhanDirector Director

ANNEXURE TO THE DIRECTORS' REPORT DATED 19* May, 2012PURSUANT TO SECTION 217(3) OF THE COMPANIES ACT, 1956.

Reference is made to the comments of the Auditors in respect of certainrecords and information. In this regard, attention is drawn to Notes 2 onFinancial Statements, which are self explanatory.

For and on behalf of the Board

Place: Kolkata D. P. Dani M.L. ChauhanDate: 19tht May, 2012 ' Director Director

STATEMENT OF PARTICULARS UNDER SECTION 217 (1 «e) OF THECOMPANIES ACT, 1956 READ WITH THE COMPANIES(DISCLOSURE OF PARTICULARS 4N THE REPORT OF BOARD OFDIRECTORS) RULES, 1988 FORMING PART OF THE DIRECTORS'REPORT FOR THE YEAR ENDED 31ST MARCH, 2012.

A. Conservation of Energy and Technology Absorption :

Form A, disclosure of particulars with respect to Conservation ofEnergy is enclosed.

B. Foreign Exchange Earnings and Outgo :

Earnings • - Rs. NilOutgo - Rs. Nil

Place: KolkataDate: 19tht May, 2012

For and on behalf of the Board

D. P. Dani M. L. ChauhanDirector Director

FORM ADISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A.1

2

3

Power and Fuel ConsumptionElectricitya) Purchased:

UnitTotal AmountRate/Unit

b) Own Generation:(i) Diesel Gen Unit

Unit / Ltr of D.OilCost / Unit

(ii) F.Oil Gen. UnitUnit /Kg. ofF.OilCost/Unit

C o a iQtyTotal CostAverage Ratea) Furnace Oil (Generator)

QtyTotal AmountAverage Rate

Unit

MWHRS (LACS)RS / KWH

MWHKWH / LTRRS / KWH

MWHKWH / KGRS / KWH

TONRS (LACS)RS/TON

TONRS (LACS)RS/KG

31.03.2012Total

7931.74343.47

4.33

NilNilNil

NANANA

NilNilNil

NANANA

31.03.2011Total

9256.76650.01

7.02

38.691.83

22.93

NAMANA

2200.8090.74

4123.16

NANANA

b) Furnace Oil (Boiler)QtyTotal AmountAverage Rate

4 Others/lnt.Gen (D.Oil)QtyTotal AmountRate/Unit

Unit

TON /KLRS (LACS)

, RS/KG

KLTRRS (LACS)RS / LTR

B. Consumption/Ton of ProductionPurchasedGeneratedElectricityF.Oil (Elec. Gen) QtyF.Oil (Elec. Gen)F.Oil (Steam Gen) QtyF.Oil (Steam Gen)Coal (Steam Gen) QtyCoal (Steam Gen)D. Oil (Elec. Gen) QtyD.Oil (Elec.Gen) Qty

MWHMWHKWH/TONTONKG/TONTONKG/TONTONKG/TONKLTRLTR/TON

31.03.2012Total

NilNilNil

NilNilNil

7931.74NilNilNANANANilNilNilNilNil

31.03.2011Total

392.57138.7035.33

21.308.81

41.35

9256.8638.69

7048.58NANA

392.57Nil

2200.802665.89

21.30Nil





REPORT ON CORPORATE GOVERNANCE

In compliance with the provisions of Clause 49 of the ListingAgreement, your directors present the company's report oncorporate governance on the matters mentioned in the said clauseand the practice followed by your company in this regard.1. Philosophy of the Company on Code of Corporate

GovernanceThe philosophy of your company on corporate governanceenvisages the attainment of high levels of transparency,accountability and equity in all facets of its operations and inall interactions with stakeholders, including, inter-alia, theshareholders, employees, the government and lenders. Thecommittees such as audit, shareholders' / investors'grievances and remuneration meet regularly to consideraspects relevant to each committee. Your directors are happyto inform you that your company's existing practices andpolicies are in conformity with the requirements stipulated bySecurities and Exchange Board of India (SEBI). Yourcompany is committed to achieving international standardsof corporate governance.Your company has already implemented the revisedprovisions of Clause 49 of the Listing Agreement. Your boardhas adopted a code of conduct and made it applicable to allthe members of the board and to the senior management.Your company believes that all its operations and actionsmust serve the underlying goal of enhancing,overallshareholders' value over a sustained period of time.

2. Board of DirectorsIn terms of the company's corporate governance policy, allstatutory and other significant and material informationincluding information mentioned in Annexure-IA of Clause49 of the Listing Agreement are placed before the board onregular basis to enable it to discharge its responsibilities ofstrategic supervision of your company and as the trustees ofstakeholders.

As on 31 st March, 2012, your board had three non-executiveindependent directors, who were professionals, with expertiseand experience in general corporate management, legal,finance, technical, engineering and other allied fields.

None of the aforesaid directors is a member in more thanten committees nor acts as the chairman of more than fivecommittees constituted by the board of directors of thecompany, in which they are directors.

The board meets at least once in a quarter inter-alia to reviewthe company's performance and financial .results and moreoften, if considered necessary, to transact other business.During the financial year under review, six meetings of theboard of directors were held on the following dates - 21st

May, 2011, 11* August, 2011, 10* September, 2011, 21st

October, 2011, 1s l February, 2012 and 30" March, 2012.

The following tables and the notes below the tables givedetails of the attendance of directors at board meetings heldon the aforesaid dates and the dates for appointment ofdirectorship, if any, during the year under review and the lastannual general meeting, number of memberships held byeach director in the board / committees of various companies •including committee chairmanships, which are statutorilyrequired to be constituted by the respective companies :

Name of theDirectors and theCategory as on

31st March, 2012

Mr. M. L. ChauhanNon-executive /Independent Director

Mr.S. RaviNon-executive Director /Independent Director

Mr. D. P. DaniNon-executive Director /Independent Director

No. of other Directorships &Committee Memberships/

Chairmanshipsas on 31.03.2012

OtherDirectorships

3

6

3

CommitteeMember-

ships

4

3

None

CommitteeChairman-

ships

2

1

None

Note:1. Directorship in Private Limited Companies, Foreign Companies and

Companies registered under Section 25 of the Companies Act, 1956 havenot been considered.

2. Only the audit committee and shareholders' / investors' grievancescommittee constituted by the board of directors of the respectivecompanies have been considered.

Attendance of each director at the board meetings and at the last annualgeneral meet ing: :

Name of theDirectors

Mr. P. K. Ruia(resigned w.e.f.10.08.2011)Mr. R.K.Sadhu(resigned w.e.f.26.03.2012)Mr. D. Rudra(resigned w.e.f.12.09.2011)Mr. M. L. ChauhanMr. V. K. Agrawal(resigned w.e.f.10.09.2011)Mr. D. P. DaniMr. S. Ravi(appointed w.e.f.10.09.2011)

Mr. S. K. Paul(appointed w.e.f.10.10.2011 & resignedw.e.f. 29.02.2012)

Mr. S. N. Maheshwari(resigned w.e.f.17.06.2011)

AttendanceParticulars from 01.04.2011 to 31.03.2012

No. of BoardMeetings held

during the tenureol the Director

1

5

3

62

64

2

1

No. of BoardMeetings'attendedduring the tenureof the Director'

1

4

3

61

63

1

1

In the last AGMheld on

10.09.2011

N.A.

Yes

Yes

YesNo

YesN.A.

N.A.

NA





During the year under review, Mr. S. Ravi and Mr. S. K.Paul were appointed as Additional Directors of theCompany w.e.f. 10th September, 2011 and 10th

October, 2011 respectively.Mr. S. N. Maheshwari, Mr. P. K. Ruia, Mr. V. K. Agrawal,Mr. D. Rudra, Mr. S. K. Paul and Mr. R. K. Sadhu resignedfrom the Board w.e.f. 17th June, 2011,1O87 August, 2011,10th September, 2011, 12lh September, 2011, 29th

February, 2012 and 26"1 March, 2012 respectively. Mr.Shiv Narayan Maheshwari also ceased to be theExecutive Director (being the Whole-time Director) of theCompany w.e.f. 171h June, 2011.

3. Audit CommitteeThe audit committee constituted by the board of directorsof the company had three non-executive / independentdirectors as on 31st March, 2012.The terms of reference of the audit committee arecomprehensive and are in conformity with the mattersspecified in the Stock Exchange Listing Agreement andunder Section 292A of the Companies Act, 1956. Thecompany secretary is the secretary of the auditcommittee.

Constitution of the Audit Committee and relatedinformation :Name of theCommittee Membersas on 31st March, 2012

Mr.R.K.Sadhu, Member &Chairman

Mr.M. L. Chauhan, Member& Alternate Chairman

Mr. S. Ravi, Member

Category

Non-Executive/ Independent Director

Non-Executive/Independent Director

Non-Executive/Independent Director

Mr. D. Rudra ceased to be the member of the committee w.e.f.12lh September, 2011. Mr. S. Ravi was appointed as themember of the committee w.e.f. 12th September, 2011 in placeof Mr. D. Rudra.

During the year under review, four meetings of the auditcommittee were held. The committee met on 21s1 May, 2011,11th August, 2011, 21s1 October, 2011 and 1S1 February, 2012and considered various financial and audit related matters andother matters as required under Clause 49 of the ListingAgreement.Attendance of the members at the audit committeemeetings :

Name of the Member

Mr. R. K. Sadhu

Mr. D. Rudra

Mr. M. L. Chauhan

Mr. S. Ravi

Attendance Particularsfrom 01.04.2011 to 31.03.2012

No. of Audit CommitteeMeetings held during

the tenure of the Member

4242

No. of Audit CommitteeMeetings attended during

the tenure of the Member

3241

T h e C o m p a n y Secre ta ry shal l act as Secre tary of the

Aud i t Commi t t ee .

4. Remuneration Committee

The remuneration committee constituted by the board ofdirectors of the company had three non-executive /independent directors for considerat ion of theappointment of managerial personnel and payment ofremuneration to such managerial personnel and variousmatters as required under Clause 49 of the ListingAgreement.

During the year under review, no meeting of theremuneration committee was held.

Independent directors and non-executive directors of thecompany do not receive any remuneration from thecompany except the sitting fees for the board andcommittee meetings @ Rs. 5,000/- for every meeting.However, no sitting fees were paid to Mr. V. K. Agrawal,Mr. D. P. Dani and Mr. S. Ravi, non-executive directors,for the board and committee meetings who are jn theemployment with Ruia Group of Companies.

The details of remuneration paid to the directors duringthe year 2011-12 are given below :

Name of the Director

Mr. P. K. Ruia

Mr. R.K.Sadhu

Mr. D. Rudra

Mr. M. L. Chauhan

Mr. V. K. Agrawal(resigned w.e.f.10.09.2011)

Mr. D. P. Dani

Mr. S. Ravi

Mr. S. N. Maheshwari(resigned w.e.f.17.06.2011)

Salary(Rs.)

•

-

-

-

-

-

633333

Perquisites(Rs.)

•

-

•

•

•

380000

Sitting Fees(Rs.)

5000

50000

35000

60000

-.

' -

Total(Rs.)

5000

50000

35000

60000

-

1013333

The company has not entered into any pecuniary rela-tionship or transactions with the non-executive directors.The company has so far not issued any stock options toany of its directors including its executive director. Noneof the directors of the company hold any equity share inthe company. The Company Secretary shall act as Sec-retary of the Remuneration Committee.

5. Shareholders' / Investors' Grievances Committee:

The company has constituted a shareholders' / inves-» tors' grievances committee of the board of directors to





ensure effective monitor ing of shares and investors re-lated issues and to redress their gr ievances.

The commit tee had three non-execut ive / independent

directors as on 3 1 s t March, 2012.

Constitution of the Shareholders ' / Investors' GrievancesCommit tee and related information :

6. General Body Meet ings :

Detai ls of the Annua l Genera l Meet ing held in the past 3years :

Name of the CommitteeMembers as on31st March, 2012

Mr. M. L. Chauhan, Member &

Chairman

Mr. R.K.Sadhu," Member

Mr. S. Ravi, Member

Category

Non-Executive /Independent Director

Non-Executive /Independent Director

Non- Executive /Independent Director

No. of Meetingsattended during the

year under review

2

3

1

Mr. V. K. Agrawal ceased to be the member of the commit teew.e.f. 10"1 September, 2 0 1 1 . Mr. S. Ravi was appointed as themember of the commit tee w.e.f. 10m September, 2011 in placeof Mr. V.K. Agrawal .

The commit tee is headed by Mr. M. L. Chauhan. The commit-tee meets to consider, inter-alia, shareholders ' / investors' com-plaints etc.

During the year under review, four meet ings of the sharehold-ers' / investors' gr ievances commit tee were held. The commit -tee met on 2 1 s ' May, 2 0 1 1 , 11 t h August , 2 0 1 1 , 2 1 s 1 October,2011 and 1 s t February, 2012.

At the beginning of the year (i.e. on 1 s t Apri l , 2011), there wasno transfer pending for registrat ion and no gr ievance / com-plaint was pending for redressal by the company 's Registrarand Share Transfer Agent (RTA) - M/s. C B ManagementServices (P) Ltd. , Kolkata. During the year under review, 23(twenty three) gr ievances / compla ints were received f rom theshareholders and all such gr ievances / complaints were re-solved by the company 's RTA on t ime. As on 3 1 s t March, 2012 ,there was no transfer pending for registration and also no griev-ance / complaint was pending for redressal by the company 'sRTA. -

There are no outstanding G D R s / A D R s 1 Warrants or any

Convert ible Instruments. ;

In terms of Clause 47 of the List ing Agreement with the StockExchanges, Mr. A. K. Agarwal was the Vice President - Legal& Company Secretary and Compl iance Officer till 6 * May, 2012.Mr. K. L. Sharma, Company Secretary of the Company, is theCompl iance Off icer w.e.f. 9"1 May, 2012.

AGM

82nd

83rd

84th

YEAR

2008-2009

2009-2010

2010-2011

VENUE

'Crystal Room', .Hotel Taj Bengal

34B, Belvedere RoadKolkata - 700 027

The Ballroom',The Oberoi Grand,

15, J. L. Nehru Road,Kolkata-700 013

'The Ballroom',The Oberoi Grand,

15, J. L. Nehru Road,Kolkata-700 013

DATE

25.07.2009

15.06.2010

10.09.2011

TIME

11.00 a.m.

11.00 a.m.

11.30 a.m.

During the year under review, there was no special resolution,which required voting through postal ballot.

7. Disclosures:

The disclosures on- materially significant related partytransactions as compiled by the management and reliedupon by the Auditors is given in note 2.30(b) appearingin Notes 2 on Financial Statements of the company forthe financial year ended 31st March, 2012.

There were no instances of non-compliance of any mat-ter related to the capital markets during the last threeyears.

8. Means of Communication :

The quarterly results of your company are normally pub-lished in 'Business Standard / The Bengal Post' in En-glish Newspaper and in 'Ekdin' in Bengali Newspaper,circulated in the State of West Bengal.

Your company has a web-site. All quarterly results andimportant information are being regularly sent to the StockExchange(s), where your company's shares are listed.Your company is not sending a Half Yearly Report toeach household of shareholders. No presentations weremade to the institutional investors or to an analyst otherthan the published information / press releases. A Re-port on Management Discussion & Analysis has beenattached to this Annual Report.

9. General Shareholders' Information :

i) Annual General Meeting :

Date of AGMVenue and Time

ii) Financial Calendar

Wednesday, 18* July, 2012At 'Kala Mandir',48, Shakespeare Sarani,Kolkata - 700 017 at 11.00 a.m.

: 1st April to 31st March.





Financial Reporting for the Financial Year 2012 -2013:

First Quarter Results

Second Quarter and HalfYearly Results

Third Quarter ResultsFourth Quarter and

Yearly Results

Mi) Dates of Book Closure

- mid ot August, 2012

- mid of November,2012

- mid of February, 2013

- end of May, 2013

: from 10"1 July, 2012 to18th July, 2012(both days inclusive).

iv) Proposed Date of Dividend Payment: N.A.

v) Listing of Equity Shares on Stock Exchange(s):

Prior to allotment of 5,00,00,000 Equity Shares of Rs.10/- each fully paid up at a Premium of Rs. 21- on prefer-ential basis to the allottees on 28.04.2012, the company'sentire 7,19,82,875 nos. equity shares of Rs. 10/- eachfully paid-up are listed and frequently traded at BombayStock Exchange (BSE). The Company has already ap-plied BSE for its In-principal approval prior to issue andallotment of said 5,00,00,000 equity shares. The Com-pany has received an e-mail on 11 *> May, 2012 from BSErequesting the Company to pay the processing fees andother information, which the Company has already sent.

The scrip code for the company's equity shares at BSEis 509130 and !SIN is INE 509A01012.

The Company has submitted delisting application underSEBI (Delisting of Equity Shares) Regulations, 2009 toother 4 Recognized Stock Exchanges - Calcutta StockExchange Limited, Ahmedabad Stock Exchange Limited,Delhi Stock Exchange Limited and Madras Stock Ex-change Limited in February, 2010 as because despitelisting, trading on the company's equity shares were notavailable at any of the above stock exchanges and noneof the above stock exchanges had nation-wide tradingterminals. Calcutta Stock Exchange Limited, AhmedabadStock Exchange Limited and Madras Stock ExchangeLimited have already delisted the company's equityshares and removed the company's equity shares fromthe official list of their exchanges w.e.f. 29ft March, 2010,'31st March, 2010 and 6m January, 2011 respectively. Thecompany is still awaiting confirmation of delisting of itsshares from Delhi Stock Exchange Limited. Thecompany's equity shares continue to remain listed andtraded at BSE.

Listing fees to Bombay Stock Exchange Limited up to31st March, 2012 has been paid by the company.

The company's application submitted to National Stock

Exchange Limited (NSE)for listing and trading of7,19,82,875 nos. equity shares of Rs. 10/- each fully paid-up thereat is yet to consider by NSE.

vi) Address for Correspondence :

Registrar arid Share Transfer Agent:

C B Management Services (P) Ltd.P-22, Bondel RoadKolkata-700019.

' Telephone : (033)22806692/6693/6694/2486(033)40116700

Fax : (033) 22870263E-mail: [email protected]

Registered Office :Flat No. 1, Front Side, 5"1 Floor9 Syed Amir Ali AvenueKolkata-700 017.Tel : (033)22894747Fax:(033)22893433E-mail: [email protected] : www.dunlop.co.in

Any communication or paper for th'e share related workmay please be sent either directly to the company's afore-said Registrar and Share Transfer Agent or to the com-pany at their aforesaid address.

vii) Stock Market Price Data :

High and low month-wise quotations of the company'sequity shares at BSE during the financial year 2011-12were as follows:

Month

April, 2011

May, 2011

June, 2011

July, 2011

August, 2011

September, 2011

October, 2011

November, 2011

December, 2011

January, 2012

February, 2012

March, 2012

Share Price (Rs.)

High (Rs.)

64.90

66.00

50.50

46.35

37.80

16.81

16.35

15.20

11.09

11.98

14.50

13.00

Low (Rs.)

52.60

40.00

37.60

34.90

13.15

13.01

13.60

9.90

9.15

9.50

10.79

8.85




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