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R&B Denims Ltd.

BSE: 538119 Sector: Industrials
NSE: N.A. ISIN Code: INE012Q01021
BSE 00:00 | 16 Aug 45.85 -3.05
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NSE 05:30 | 01 Jan R&B Denims Ltd
OPEN 48.00
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VOLUME 80355
52-Week high 92.95
52-Week low 22.92
P/E 14.60
Mkt Cap.(Rs cr) 321
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Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 48.00
CLOSE 48.90
VOLUME 80355
52-Week high 92.95
52-Week low 22.92
P/E 14.60
Mkt Cap.(Rs cr) 321
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

R&B Denims Ltd. (RBDENIMS) - Director Report

Company director report

To The Members of

R & B Denims Limited

The Directors take pleasure in presenting the Tenth Annual Reporttogether with the audited financial statements for the year ended March 31 2020. TheManagement Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

PARTICULARS 2019 - --20 2020 2018- --19 1919
Sales/ Business Income 25790.78 24811.20
Other Income 44.92 125.95
Total Income 25835.70 24937.15
Less: Expenses (Excluding Depreciation) 24924.04 23921.44
Profit before depreciation exceptional items and taxes 911.66 1015.71
Less: Depreciation 458.90 509.41
Profit before exceptional items and taxes 452.76 506.30
Less: Exceptional Items - -
Profit before Taxation 452.76 506.30
Less: Income Tax 134.08 152.90
Deferred Tax (9.18) (36.70)
MAT Credit Provision - -
Short Provision for Income Tax expense relating to prior year (1.16) 1.39
Profit after Taxation 329.02 388.71
Retained Earnings
Balance brought forward 1087.54 746.85
Profit for the year 329.02 388.71
Short Provision for Income Tax expense relating to prior year - (48.03)
Provision for Vivad se Vishwas Tax (802.86) -
Total Retained Earnings 613.70 1087.54
Total Comprehensive Income 10.16 3.47
Balance carried forward to general reserve 623.86 1091.00
Earnings per share (Rs.) :Basic 2.35 2.78
Diluted 2.35 2.78

2. HIGHLIGHTS OF PERFORMANCE

• Standalone total income for the current financial year hasreached to Rs. 25835.70 Lakhs as compared to Rs. 24937.15 Lakhs in 2019 increasing by3.60%;

• Standalone net sales for the year was Rs. 25790.78 Lakhs ascompared to Rs. 24811.20 Lakhs in 2019 showing a growth of 3.94%;

• Standalone profit before tax for the year was Rs. 452.76 Lakhsas compared to Rs. 506.30 Lakhs in 2019 showing a decline of 10.57%;

• Standalone Other Comprehensive Income (OCI) for the year was Rs.6.69 Lakhs as compared to Rs. 2.05 Lakhs in 2019 a growth of 226.34%;

• Standalone Profit after tax for the year is Rs. 335.71 Lakhs ascompared to Rs. 390.76 Lakhs in 2019 a decline by 14.09%.

3. STATE OF COMPANY'S AFFAIRS

The directors are glad to report that during the year under review yourcompany has posted higher income of Rs. 25835.70 Lakhs in the current year as compared toRs. 24 937.15 Lakhs in the corresponding previous year. During the current year yourcompany has shown a remarkable profit of Rs. 329.02 Lakhs as against to the net profit ofRs. 388.71 Lakhs in the corresponding previous year.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THECOMPANIES ACT 2013

For the financial year ended on March 31 2020 the Company hasproposed to carry an amount of Rs. 329.02 (in Lakhs) to Balance Sheet under the head otherEquity.

5. DIVIDEND

In view of the requirement of the profits for strengthening of thecompany the directors have decided to plough back the profit into the business hence nodividend could be recommended for the year under review.

6. UNCLAMIED DIVIDEND

There is no balance lying unpaid equity dividend account.

7. MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR

COVID-19: In the last month of FY 2020 the COVID-19 pandemic developedrapidly into a global crisis forcing governments across the globe to enforce lock-downsof all economic activity. For the company the focus immediately shifted to ensuringhealth and well-being of all employees and on minimizing disruption to services for allour customers globally. In order to ensure smooth functioning work from home facility wasextended to many of the employees of the company. Although there were uncertainties due topandemic in the last quarter of FY 2020 inherent resilience of the business model willposition the company well to navigate the challenge ahead but then too the outbreak willimpact the finances of the company and its impact can be ascertained only after theindustry is fully operational and life has come to a stable position and this will happenonly once there in an increase in demand of our products in the denim market.

There have been no material changes and commitments which affect thefinancial position of the company which have occurred subsequent to the close of thefinancial year 2019-20.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status of your Company and itsoperations in future.

9. SUBSIDIARY COMPANY/ASSOCIATE/JOINT VENTURE

RB Industries a partnership firm is a Subsidiary of the company and astatement providing details of performance and salient features of the financialstatements of RB Industries as per Section 129(3) of the Act is annexed as"Annexure-G" to this report.

10. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of the provision of Regulation 34 of the Securities ExchangeBoard of India (Listing Obligation and Disclosure Requirement) Regulation 2015 theManagement Discussion and Analysis report is a forming part of this Annual Report.

11. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company duringthe financial year 2019-20.

12. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2020 was Rs. 1399.46Lakhs. The Company has not issued/allotted any equity shares during the financial year2019-20.

13. FINANCE

The Cash and cash equivalent as on March 31 2020 was Rs. 9.77 Lakhs.The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.

1. ACCEPTANCE OF DEPOSITS

The Company has not accepted deposit from the public falling within theambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits)Rules 2014 and any modification thereof.

2. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the Notes to the financial statements provided in thisAnnual Report.

14. QUALITY INITIATIVES

The Company continues its commitment to the highest levels of qualitysuperior service management robust information security practices and mature businesscontinuity management. In the financial year 2017-18 the Company had taken two ISOCertificates namely ISO 9001:2015 and ISO 14001:2015 for Quality Management System andEnvironmental Management System respectively from TUV SUD South Asia Private Limited.

15. CORPORATE SOCIAL RESPONSIBILITY

The Board has adopted a Corporate Social Responsibility (CSR) Policyfor the Company based on which CSR Programs and activities were carried out during theyear. The CSR Policy can be accessed through the following weblink:

http://www.rnbdenims.com/corporate-governance.html

The CSR committee comprises of the following members and the committeeoversees the CSR activities:

• Mr. Amitkumar Dalmia (Chairperson)

• Mr. Ankur Borana (Member)

• Mr. Girish Kumar Kalawatia (Member)

The Company has spent Rs. 8.50 Lakhs as part of its CSR activitiesthrough focused efforts in the fields of Community Healthcare. The detail on CSRactivities undertaken during the year is annexed as "Annexure-A" to this report.

16. BUSINESS RESPONSIBILITY REPORT (BRR)

The Board of Directors of the Company hereby confirms that accordingto the provisions of Regulation 34(2)(f) of the Securities Exchange Board of India(Listing Obligation and Disclosure Requirement) Regulation 2015 and amended thereof thereport on Business Responsibility Report (BRR) is not mandatorily applicable to ourcompany hence not annexed with Annual Report.

17. ANNUAL EVALUATION AND CRITERIA OF EVALUATION OF BOARD PERFORMANCE

AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.

The Nomination and Remuneration Committee has defined evaluationcriteria procedure and time schedule for Performance Evaluation process for the Boardits Committees and Directors.

Evaluation of Criteria for Evaluation
• Degree of fulfilment of key responsibilities
• Board structure and composition
• Establishment and delineation of responsibilities to various committees
Board • Effectiveness of board processes in decision making providing necessary advice and suggestions to the Company's management.
• Up to date information on latest development and functioning steps towards improvement
• Facilitation of Independent Directors
• Board culture encourages open communication meaningful
participation and timely resolution of issues.
• Regular review of performance of organisation
• Attendance and contribution at Board/ Committee Meetings
• Guidance/ support to the management outside Board/ Committee Meetingsin terms of new ideas and planning for the Company
• Rendering independent unbiased opinion and resolution of issues at meetings
• Leadership initiative
• Fulfilment of functions and raising concerns if any to the Board
Individual directors • Timely inputs on the minutes of the meetings of the Board and Committee if any
• Setting the strategic agenda of the Board
• Encouraging active engagement by all Board members and motivating
• Providing guidance to the Managing Director
• Safeguard of confidential information interest of whistle blowers under vigil mechanism
• Reporting of frauds violation etc.
• Degree of fulfilment of key responsibilities
• Frequency and effectiveness of meetings
• Committee dynamics especially openness of discussions including with the Board
Committees • Adequacy of Committee composition
• Quality of relationship of the Committee with the Board and the Management
• Timely inputs on the Minutes of the Meetings

The evaluation of Board its Committees and Individual Directors wascarried out as per the process and criteria laid down by the Board of Directors based onthe recommendation of the Nomination and Remuneration Committee.

The performance evaluation of Independent Directors was carried out byentire Board excluding Director being evaluated. The performance evaluation of theChairman and the Non Independent Directors was carried out by Independent Directors whoalso reviewed performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed performance of the Board its Committees and of Directors.

The Company's policy on directors' appointment andremuneration and other matters provided in Section 178(3) of the Act has been disclosed inthe Corporate Governance Report which is a part of this report.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations. To maintain these standards the Companyhas in place a vigil mechanism that encourages its employees to report suspected orgenuine concerns about any wrongful conduct to come forward and express these concernswithout fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanismprovides a channel to the employees and Directors to report to the management concernsabout unethical behaviour actual or suspected fraud or violation of the Codes of conductor policy misuse or abuse of authority. The mechanism provides for adequate safeguardsagainst victimization of employees and Directors to avail of the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee in exceptional cases. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.

The Policy on vigil mechanism and whistle blower policy may be accessedon the Company's website at the link:

http://www.rnbdenims.com/investor/polices/VIGIL%20MECHANISM%20FOR%20DIRECTORS%20AND%20EMPLOYEES.pdf?

19. POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS

The Policy for Determining Materiality of Information / Events forreporting to the Stock Exchangeis framed pursuant to SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 which enables the investors to makewell-informed investment decisions and take a view on the Materiality of an event thatqualifies for disclosure.

The Policy for Determining Materiality of Information / Events may beaccessed on the Company's website at the link:

http://www.rnbdenims.com/investor/polices/POLICY%20FOR%20DETERMINIMG%20MATRIALITY%20OF%20INFORMATION.pdf?

20.POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS

The Policy for Preservation & Archival of documents is framedpursuant to Regulation 9 & 30(8) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 investors and concerned authority accessed preservationof documents and records of the Company through company's website which is requiredto be maintained under the Companies Act 2013 and Listing Regulation. Any disclosure ofevents or information which has been submitted by the Company to the Stock Exchanges willbe available on the website of the Company for a period of 5 years from the date of itsdisclosure and shall thereafter be archived from the website of the Company for a periodof 3 years. This policy basically deals with the retention and archival of corporaterecords.

The Policy for Preservation & Archival of documents may be accessedon the Company's website at the link:

http://www.rnbdenims.com/investor/polices/POLICY%20FOR%20DETERMINIMG%20MATRIALITY%20OF%20INFORMATION.pdf?

21.COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The company is committed to provide safe conducive and healthy workingenvironment to the women employees without any kind of prejudice gender discriminationand sexual harassment. The Company considers sexual harassment as a gross misconduct andhas a zero tolerance for Sexual Harassment at workplace. Pursuant to the provisions of"The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013" and rules made thereunder the Company has adopted a "Policy onProtection of Women against Sexual Harassment at Work Place" to provide protection toits women employees against sexual harassment at work place. In line with the requirementsof the policy the company has setup Internal Complaints Committee (ICC) with majoritywomen Members.

During the financial year 2019-20 no case was reported under thepurview of the said Policy.

22.DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act Mr. DharmeshPrafulchandra Mehta Mr. Girish Kumar Kalawatia Mr. Manak Lal Tiwari and Mrs. AnitaPankaj Jain are Independent Directors of the Company. They have submitted a declarationthat each of them meet the criteria of independence as provided in Section 149(6) of theAct and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations"). There has been no change in thecircumstances affecting their status as an Independent Director during the year.

During the year the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Company.

23.DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on March 31 2020 are: Mr. Rajkumar Mangilal Boranaas Managing Director Mr. Amitkumar Anandbhai Dalmia as Whole-time Director Mr. Deepak ADalmia Whole-time Director Mr. Ankur Mangilal Borana as Whole-time Director Mr. PerkinKhushmanbhai Jariwala as Chief Financial Officer (CFO) and Mrs. Jyoti Arun Agarwal asCompany Secretary.

a. Policy on directors' appointment and remuneration

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report.

b. Meetings

During the year Board Meetings and Committee Meetings were convenedand held. The details of which are given herein below and also in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.

DETAILS OF MEETINGS HELD DURING THE F.Y. 2019-20

SR. NO. DATE OF MEETING CLASS OF MEETING BOARD STRENGTH NO. OF DIRECTORS PRESENT
1 15/04/2019 Stakeholders' Relationship Committee 3 3
2 06/05/2019 Board of Director Meeting 8 6
3 08/05/2019 Audit Committee 4 4
4 18/05/2019 Board of Director Meeting 8 8
5 18/07/2019 Stakeholders' Relationship Committee 3 3
6 06/08/2019 Audit Committee 4 4
7 14/08/2019 Board of Director Meeting 8 8
8 22/08/2019 Nomination & Remuneration Committee 4 4
9 06/09/2019 Audit Committee 4 4
10 16/09/2019 Board of Director Meeting 8 4
11 26/09/2019 Corporate Social Responsibility Committee 3 3
12 08/11/2019 Audit Committee 4 4
13 09/11/2019 Board of Director Meeting 8 8
14 20/11/2019 Stakeholders' Relationship Committee 3 3
15 22/11/2019 Audit Committee 4 4
16 23/11/2019 Board of Director Meeting 8 4
17 27/01/2020 Audit Committee 4 4
18 31/01/2020 Board of Director Meeting 3 3
19 20/02/2020 Corporate Social Responsibility Committee 3 3
20 05/03/2020 Nomination & Remuneration Committee 4 4
21 16/03/2020 Stakeholders' Relationship Committee 3 3
22 23/03/2020 Board of Director Meeting 8 4

24.DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them the Directors make the following statementsin terms of Section 134(3)(c) of the Companies Act 2013:

a. That in the preparation of the annual financial statementsfor the year ended March 31 2020 the applicable accounting standards have been followedalong with proper explanation relating to material departures if any;

b. That the directors had selected such accounting policies andapplied them consistently and made judgment and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe financial year and of the profit and loss of the company for that period;

c. That proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. That the annual financial statements have been prepared on agoing concern basis;

e. That proper internal financial control was in place and thatthe financial controls were adequate and were operating effectively.

f. That system to ensure compliance with the provisions of allapplicable laws was in place and was adequate and operating effectively.

25.RELATED PARTY TRANSACTIONS

The company has entered into various related party transactions duringthe financial year and all the transactions were on an arm's length basis. There areno materially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated personnel which may have apotential conflict with the interest of the Company at large and the details of which isprescribed in Form AOC-2 annexed as "Annexure-B" which is attached to thisreport.

26.AUDITORS

a. Statutory Auditors

M/s. Pradeep K. Singhi & Associates Chartered Accountants of Surathad been appointed as Statutory Auditors of the Company for a term of five years pursuantto the provisions of Section 139 of the Act in the conclusion of Tenth (10th) AnnualGeneral Meeting of the company subject to the casual vacancy during the year andre-appointment at every Annual General Meeting held after this Annual General Meeting. Asrequired under the provisions of Sections 139(1) read with 141 of the Companies Act 2013the Company has obtained a written certificate from M/s. Pradeep K. Singhi &Associates Chartered Accountants Surat proposed to be re-appointed to the effect thattheir reappointment if made would be in conformity with the criteria specified in thesaid sections.

The Board recommends the appointment of M/s Pradeep K. Singhi &Associates Chartered Accountants of Surat as Statutory Auditors of the Company to holdoffice from the conclusion of the ensuing Annual General Meeting till the conclusion ofthe Annual General Meeting of the Company to be held for the financial year 2023-24. Thenecessary resolution is being placed for consideration of the members at the ensuingAnnual General Meeting. The auditors have also confirmed that they hold a validcertificate which is issued by the Peer Review Board of the Institute of CharteredAccountants of India.

The Auditors' Report for Financial Year 2019-20 forms part of thisAnnual Report and does not contain any qualification reservation or adverse remark.

b. Cost Auditors

Pursuant to Section 148(3) of the Companies Act 2013 read with TheCompanies (Cost Records and Audit) Amendment Rules 2014 M/s. V. M. Patel & Associateswas appointed as Cost Auditor of the company for the financial year 2019-20 by the Boardof Directors on a remuneration of Rs. 35000/- plus Service tax if applicable and out ofpocket expenses

As required under the Companies Act 2013 the remuneration payable tothe cost auditor is required to be placed before the Members in a general meeting fortheir ratification. Accordingly a Resolution seeking Member's ratification for theremuneration payable to M/s. V.M. Patel & Associates Cost Auditors is included atItem No. 7 of the Notice convening the Annual General Meeting.

c. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheBoard had appointed M/s. Jainam N Shah & Co Practicing Company Secretary of Surat toconduct the Secretarial Audit for the financial year 2019-20. The Secretarial Audit Reportfor the financial year ended March 31 2020 is annexed herewith annexed as"Annexure-C" to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

27.ENHANCING SHAREHOLDERS VALUE

The Company believes that its Members are among its most treasuredstakeholders.

Accordingly the Company's operations are committed to the pursuitof achieving notable operating performance and cost competitiveness consolidating andbuilding for expansion enhancing the productive asset and resource base and subsistingoverall corporate reputation. The Company is also committed to creating value for itsother stakeholders by ensuring that its corporate actions positively affect thesocio-economic and environmental dimensions and contribute to unceasing growth anddevelopment.

28 .CORPORATE GOVERNANCE

As per SEBI Listing Regulations the Corporate Governance Report withthe Auditors' Certificate thereon and the Management Discussion and Analysis areattached which forms part of this report.

29.PUBLIC DEPOSIT

The company has not accepted deposits from the public during thefinancial year under review within the meaning of Section 73 of the Companies Act 2013read with Companies (Acceptance of Deposits) Rules 2014.

30.ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 which is annexedherewith as "Annexure-D".

31.FRAUD REPORTING

During the financial year under review no fraud had been reported byAuditors under Section 143(12) of the Companies Act 2013.

32.INSURANCE:

All the properties and the Insurable Interest of the company includingbuilding plants and machinery and stocks wherever necessary and to the extent requiredhave been adequately insured. The company keeps reviewing the insurance amount every yearas per requirement.

33.RESEARCH & DEVELOPMENT:

The Company believes that technological obsolescence is a reality. Onlyprogressive research and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is in significant in relation to thenature size of operations of your Company.

34.EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31stMarch 2020 in Form MGT – 9 in accordance with Section 92(3) of the Companies Act2013 read with Companies (Management and Administration) Rules 2014 are set out herewithas "Annexure – E" to this Report.

35.PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in the "Annexure-F" of the Annual Report.

36.SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to ‘Meetings of the Board of Directors' and ‘GeneralMeetings' respectively have been duly followed by the Company.

37.INTERNAL FINANCIAL CONTROLS

Internal Financial Controls forms an integrated part of the riskmanagement process therefore the company has adopted policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors maintenance of adequacy the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures. Themanagement periodically reviews the financial performance of the Company against theapproved plans across various parameters and takes necessary action wherever necessary.During the year such controls were tested and no reportable material weakness wasobserved.

38.RISK MANAGEMENT

The Company has in place appropriate Risk Management framework for asystematic approach to control risks. The risk management policy of the companyencompasses practices relating to the identification analysis evaluation treatmentmitigation and monitoring of the strategic external and operational control risks toachieve key business objectives.

39.ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its appreciationfor the continued guidance and support received from the Central and State GovernmentDepartments Organizations and Agencies. The Board is thankful to the Members AuditorsConsultants Service Providers Insurers and all its Employees for their unstinted supportand contribution.

The Board of Directors conveys their gratitude for all the employees atall levels for their hard work solidarity cooperation and dedication during the year.Further the Board sincerely conveys its appreciation for its customers shareholderssuppliers as well as vendors bankers business associates regulatory and governmentauthorities for their continued support.

The Board also recognizes the contribution of the esteemed Consumers tothe growth of the Company and takes this opportunity to pledge the Company'scommitment to serve them better.

40.CAUTIONARY STATEMENT

Certain statements in the Management Discussion and Analysis describingthe Company's analysis projections interpretations and estimates areforward-looking within the meaning of applicable securities laws and regulations. Actualresults may vary from those expressed or implied depending upon economic conditionsGovernment policies and other incidental/related factors changes in economic conditionsaffecting demand and supply success of business and operating initiatives andrestructuring objectives change in regulatory environment other government actionsincluding taxation natural phenomena such as floods and earthquakes customer strategiesetc. over which the Company does not have any direct control. The Company assumes noresponsibility to publicly amend modify or revise any such statements on the basis ofsubsequent developments information or events.

For and on behalf of The Board Of Directors
R & B DENIMS LIMITED
Sd/-
Place: SURAT Rajkumar Mangilal Borana
Date: 12/08/2020 (Chairman & Managing Director)
DIN: 01091166

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