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Ruby Mills Ltd.

BSE: 503169 Sector: Industrials
NSE: RUBYMILLS ISIN Code: INE301D01026
BSE LIVE 15:45 | 22 Sep 303.25 -11.00
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NSE 15:44 | 22 Sep 302.85 -11.30
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OPEN 314.00
PREVIOUS CLOSE 314.25
VOLUME 4582
52-Week high 518.00
52-Week low 284.60
P/E 13.59
Mkt Cap.(Rs cr) 507
Buy Price 303.25
Buy Qty 6.00
Sell Price 0.00
Sell Qty 0.00
OPEN 314.00
CLOSE 314.25
VOLUME 4582
52-Week high 518.00
52-Week low 284.60
P/E 13.59
Mkt Cap.(Rs cr) 507
Buy Price 303.25
Buy Qty 6.00
Sell Price 0.00
Sell Qty 0.00

Ruby Mills Ltd. (RUBYMILLS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Hundredth Annual Report together with theAudited Balance Sheet and Profit & Loss Account for the year ended 31st March 2016.

1. Financial Results

The financial performance of the Company for the year ended 31st March 2016 issummarised below:

Sl. No. Particulars For the year ended ( Rs In Lakhs)
31st March 2016 31st March 2015
1. Total Revenue 22907.04 23947.70
2. Finance Costs 1304.74 1489.56
3. Depreciation and Amortization Expense 1955.74 1878.20
4. Profit before Tax 5004.11 6594.72
5. Provision for Tax including Current Tax adjustments of Earlier Years. 1077.59 1304.74
6. Provision for Deferred Tax (151.10) (104.41)
7. Profit after Tax Prior period and Exceptional Items 4077.62 5394.39
Add: Surplus Brought Forward 5007.44 9864.61
Less: Appropriations
-General Reserve 4600.00 10000.00
- Proposed Dividend/Interim Dividend 209.00 209.00
- Tax on Dividend 42.54 42.54
Balance carried forward to next year 4233.52 5007.44

2. STATE OF COMPANYS AFFAIR

i) Textiles and Real Estate Division

The revenue from the textiles activity was Rs 18079.88 Lakhs as compared to Rs 16469.14Lakhs in the previous year. The operating profit for the year was Rs 2456 Lakhs against Rs1304 Lakhs in the previous year.

The revenue from real estate activity was Rs 3176.01 Lakhs as compared to Rs 3303.66Lakhs in the previous year. The operating profit for the year was Rs 2715 Lakhs as againstRs 2764 Lakhs in the previous year.

ii) Land Development at Dadar

The construction of office building structure is complete as per approved plan underthe earlier Development Control Rules (DCR). The State Government has notified modifiedDevelopment Control Rules in 2012 wherein plans approved under the old Development ControlRules have an option to comply with the new DCR. The Company is exploring this option. Inthe current year lease/sales are expected to pick up due to current improved marketconditions for Office spaces.

3. DIVIDEND

During the year your Company had declared an interim dividend at rate of 25% i.e. ofRs 1.25 per share on 1 67 20000 equity shares of Rs 5/- each. The aggregate outflow onaccount of interim dividend was Rs 2 09 00000/- (excluding Dividend Distribution Tax ofRs 42 54734/-). Considering an interim dividend paid and in order to conserve theavailable resources your Company has proposed not to recommend any final dividend onequity shares for the financial year ended March 31 2016 and confirm the interim dividendas final dividend.

4. BONUS ISSUE

The Company has allotted 83 60 000 fully paid up new equity shares of Rs 5/- each on26th October 2015 to the shareholders of the Company in proportion of 1:1 andconsequently the number of shares increased from 83 60 000 to 1 67 20 000.

5. TRANSFER TO RESERVES

An amount of Rs 4600 Lakhs (previous year Rs 10000 Lakhs) has been transferred toGeneral Reserve.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review your Company did not have any subsidiary associate orjoint venture company.

7. PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 73of The Companies Act 2013 and rules framed there under.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Appointment & Reappointment

Shri Hiren Manharlal Shah (DIN: 00071077) Director will retire by rotation and beingeligible for reappointment and not being disqualified under section 164 of the CompaniesAct 2013 offers himself for re-appointment. The Board recommends his re-appointment.

Shri Yogen Shivlal Lathia (DIN NO: 00299334) was appointed as an Additional Director ofthe Company (Non- Executive Independent Director) w.e.f. 29th December 2015 by the Boardof Directors.

Your Company has received declarations from Shri Yogen Shivlal Lathia confirming thathe meets the criteria of independence as prescribed under Section 149(6) of the CompaniesAct 2013 and Regulation 16(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

Notices under Section 160 of the Companies Act 2013 has been received proposingcandidature of Shri Yogen Shivlal Lathia for the position of Independent Director of theCompany together with deposit of Rs 1 00 000/- from a member of the Company.

Appropriate resolution for appointment of the aforesaid Directors is being moved at theensuing Annual General Meeting which the Board recommends for your approval.

Resignation/ Cessation

Shri Dharmasinh M. Popat ceased to be Director of the Company at the end of the 99thAGM as he has not offered for re appointment due to his advanced age. The Board places onrecord its appreciation for the assistanceand guidance provided by Shri Dharmasinh M.Popat during his tenure as Director of the Company. Further Board also express its deepsorrow on the demise of Shri Dharmasinh M. Popat. May almighty God grant peace to hissoul.

Shri Nitin P. Singhala who was an Independent Director resigned as director with effectfrom 12th August 2015 due to his professional commitments. The Board places on record itsappreciation for the assistance and guidance provided by Shri Nitin P Singhala during histenure as Director of the Company.

Shri Gunvantrai A. Sanghrajka who was appointed as Independent Director of the Companyw.e.f. 30th September 2015 expired on 1st October 2015. The Directors express their deepsorrow on the sad demise of Shri Gunvantrai A. Sanghrajka. May almighty God grant peace tohis soul.

Except above there are no changes in the composition of the Board of Directors.

(ii) Key Managerial Personnel

The Board on the recommendation of Nomination and Remuneration Committee appointed Ms.Heena Jaysinghani as the Company Secretary and Compliance officer of the Company effectivefrom 7th November 2015. She has since resigned with effect from 23rd July 2016.

(iii) Declaration by Independent Directors

The Company has received the necessary declarations from each of Independent Directorsof the Company pursuant to section 149(7) of the Companies Act 2013 and each of themmeets the criteria of independence laid down in section 149(6) of the Companies Act 2013and Clause 49 of the Listing Agreement and there has been no change in the circumstanceswhich may affect their status as Independent Director during the year.

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act 2013 and relevant Regulations ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out the annual performance evaluation of its ownperformance and other Directors. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Boardsfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance. Aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment.

Performance evaluation of independent directors was done by the entire board excludingthe independent directors.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasreviewed and evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors.

v) Number of Board Meetings

During the Financial year 2015-16 total 6 (Six) meetings of the Board of Directorswere held on 15th May 2015 12th August 2015 31st August 2015 7th November 201511th February 2016 and15th March 2016 respectively. For details of the meetings of theboard please refer to the Corporate Governance Report which forms part of this report.

9. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on 31st March 2016 and state that:-

i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the profitof the Company for the year on that date;

iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis; and

v. The directors had laid down proper systems of internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

10. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The policy ofwhich has been uploaded on the Companys website at the followinglink-http://www.rubymills.com/investors/policies/nomination-cum-remuneration-policy

11. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

12. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal and unethical behavior.

The Board of Directors of the Company has pursuant to the provisions of Section 177 (9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed Vigil Mechanism Poli cy for Directors and employees of theCompany to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc. which has been uploaded on the Companys website at the followinglink-http://www.rubymills.com/investors/policies/vigil-mechanismwhistle-blower-policy

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. During the yearunder review no employee was denied access to the Chairman of the Audit Committee.

13. RISK MANAGEMENT

The Board of Directors of the Company during the financial year 2014-15 has designedRisk Management Policy and Guidelines to avoid events situations or circumstances whichmay lead to negative consequences on the Company's businesses and has defined astructured approach to manage uncertainty and to make use of these in their decisionmaking pertaining to all business divisions and corporate functions. Key business risksand their mitigation are considered in the annual/strategic business plans and in periodicmanagement reviews. At present there is no identifiable risk which in the opinion of theBoard may threaten the existence of the Company.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo arefurnished in Annexure A which forms part of this Report.

15. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT-9 for the financial year ended 31st March2016 made under the provisions of Section 92(3) of the Act is attached as Annexure B whichforms part of this Report.

16. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014 on CSR activities is attached as Annexure C and forms apart of this Report. For other details regarding the CSR Committee please refer to theCorporate Governance Report which forms part of this report. The Corporate SocialResponsibility policy of which has been uploaded on the Companys website at the followinglink-http://www.rubymills.com/investors/policies/corporate-social-responsibility-philosophy

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Companysoperations.

18. AUDITORS

(i) Statutory Auditors

M/s. B. S. Mehta & Co. Chartered Accountants (Firm Registration No. 106190W)Statutory Auditors of the Company hold office until the conclusion of the ensuing AnnualGeneral Meeting and are eligible for re-appointment. The Company has received a letterfrom M/s. B. S. Mehta & Co. Chartered Accountants to the effect that theirappointment if made would be within the prescribed limits under Section 139 (1) of theCompanies Act 2013.

Members are requested to re-appoint M/s. B. S. Mehta & Co. Chartered Accountantsas the Statutory Auditors of the Company upto the conclusion of next Annual GeneralMeeting.

(ii) Secretarial Auditor

The Board has appointed M/s. Hemanshu Kapadia & Associates Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the financial year2015-2016. The Report of the Secretarial Audit Report is annexed herewith as Annexure D.

(iii) Cost Auditor and Cost Audit Report

During the year under review Shri Dakshesh H. Zaveri Cost Accountant (FirmRegistration Number 102183) has been appointed as Cost Auditor of the Company for the F.Y.2015-2016 to carry out the Cost Audit for auditing cost accounting Records in respect ofthe Textile Segment of the Company and to submit Cost Audit Report to the Board asrequired under Section 148 of the Companies Act 2013 and the Companies (Cost Records andAudit) Amendment Rules 2014.

(iv) VAT Auditor

The Board has appointed M/s. Hemant V. Shah Chartered Accountants as the VAT Auditorto conduct the VAT Audit for the F.Y. 2015-16.

19. (i) Green Initiatives

Pursuant to Sections 101 and 136 of the Companies Act 2013 the Company will be sendingAnnual Report through electronic mode i.e. email to all the shareholders who haveregistered their email addresses with the Company or with the Depository to receive AnnualReport through electronic mode and initiated steps to reduce consumption of paper.

(ii) Human Resources

Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Companys Polices and Systems. The Companymaintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.

(iii) Environment and Safety

The Company is conscious of the importance of environmentally clean and safeoperations. The Companys policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental Regulations and preservation ofnatural resources. There was no accident during the year.

20. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments which could affect the Companys financial positionhave occurred between the end of the financial year of the Company and date of thisreport.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

There are adequate internal financial controls in place with reference to the financialstatements. During the year under review these controls were evaluated and no significantweakness was identified either in the design or operation of the controls.

22. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions entered into by your Company during the Financial Year2015-16 were on arms length basis and in the ordinary course of business. There are nomaterial significant Related Party Transactions entered into by the Company withPromoters Directors Key Managerial Personnel or other Designated Persons which may havea potential conflict with the interest of the Company. Prior approval of the AuditCommittee and the Board of Directors of the Company was obtained for all the Related PartyTransactions. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. Attention ofShareholders is also drawn to the disclosure of transactions with related parties as setout in Note No. 33 of Financial Statements forming a partof the Annual Report.

23. PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as AnnexureE and forms a part of this Report of the Directors.

There were no employees except the Executive Chairman Managing Director JointManaging Director and Executive Director of the remuneration of Rs 60 Lakhs per annum ormore or Rs 5 Lakhs per month or more during the year under review.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressalmechanism pertaining to Sexual harassment of women employees at workplace. There was nocases/ complaint received during the year under review.

25. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186

Loans guarantees and investments covered under Section 186 of the Companies Act 2013forms part of the notes to financial statements provided in this Annual Report

26. DISCLOSURE REQUIREMENTS

As per relevant regulations of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Corporate Governance Reportwith auditors certificate thereon and Management Discussion and Analysis are attachedwhich form part of this Annual Report.

27. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

I. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014is furnished.

II. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

III. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 is furnished.

IV. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

V. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Companys operations in future.

28. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of Companys business during the year under review.

29. SEGMENTS

The Company has two segments namely Textile and Real Estate. The Statement of accountsprepared and submitted are therefore of two segments.

30. ACKNOWLEDGMENT

Your Directors thank all the shareholders all employees of the Company customerssuppliers Government Authorities Financial Institutions and bankers for their continuedsupport.

You Directors look forward to their continued support in future.

On behalf of Board
Manharlal C. Shah
Place : Mumbai Chairman
Dated : 4th August 2016 DIN 00070771