Your Directors have pleasure in presenting the 33rd Annual Report and theaudited financial statements of your company for the year ended 31st March2021.
Your Companys financial performance for the financial year ended 31st March 2021is summarized below:
(Rs. In Lacs)
|Particulars ||2020-21 ||2019-20 |
|Revenue from Operations ||18981.29 ||17704.85 |
|Other Income ||66.26 ||67.32 |
|Gross Receipts ||19047.55 ||17772.17 |
|Finance cost ||364.43 ||415.82 |
|Depreciation ||476.98 ||351.45 |
|Profit before Tax ||751.34 ||866.10 |
|Tax Expenses ||162.92 ||192.68 |
|Profit after Tax ||588.42 ||673.42 |
|Comprehensive Income ||- ||- |
|Total Comprehensive Income ||588.42 ||673.42 |
|Paid up Equity Share Capital ||965.29 ||965.29 |
|Reserves excluding revaluation reserve ||5453.36 ||5364.93 |
|Earnings per share ||6.10 ||6.98 |
OVERVIEW AND STATE OF THE COMPANYS AFFAIRS:
Companys operations and financial results for the year ended March 2021 has beenimpacted by COVID- 19 pandemic. During the financial year under review revenue fromoperations of the Company was Rs. 19047.55 lacs as compared to Rs. 17772.17 lacs in theprevious financial year. The company has earned a net profit of Rs. 588.42 lacs as againstnet profit of Rs. 673.42 lacs in the previous financial year.
CHANGE IN NATURE OF BUSINESS
No change in nature of business has taken place during the year under review.
The Board regrets its inability to recommend any dividend and propose to plough backprofits of the Company for the growth of business of the Company7.
DETAILS OF SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES
The Company has no Subsidiary' Joint Venture or Associate Company. No Company hasbecome or ceased to be Subsidiary Joint Venture or Associate Company during the financialyear under review.
During the y'ear under review the Company' has neither issued any' shares not grantedany' stock options or sweat equity. As on 31st March 2021 the Company had no outstandingconvertible instruments.
During the year under review the Company has not transferred any amount to anyReserve.
Cash and cash equivalents and bank balances as at March 31 2021 was Rs. Rs.349.41lakhs The company' continues to focus on judicious management of its working capitalReceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
During the year under review your Company has not accepted any deposits covered underchapter V of the Companies Act 2013 & section 73 of the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014. The Company has no deposit whichis not in compliance with the provisions the Companies Act 2013.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company has not made any loans guarantees andinvestments which are governed by the provisions of section 186 of the Companies Act2013.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There has been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
Pursuant to the recommendation of the Audit Committee M/s Midha & Khurana wereappointed Internal Auditors of the Company by the Board of Directors in their meeting heldon 12th February' 2021 to conduct the internal audit for the period ended 31st March2021. The Interned Audit Reports received from the Internal Auditors were reviewed by theAudit Committee from time to time
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference tofinancial statements which is commensurate with the size scale and complexity of itsoperations. During the year such controls were tested and no material weakness wasobserved. The Company also has Budgetary Control System and Management Information Systemwhich are backbone of the Company for ensuring that your Companys assets andinterests are safeguarded.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In accordance with Section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility) Rules 2014 as amended the Company had constituted aCorporate Social Responsibility (CSR) Committee and approved Corporate SocialResponsibility Policy.
Details about the CSR policy is available on our website http; //www.ribatextiles.com/.
The annual report on our CSR activities is appended as Annexure II to the Board'sreport.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo as required under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are annexed herewith marked asAnnexure I to this Report.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Ravinder Kumar Garg Chairman & Whole-time Director of the Company Expired on15th May 2021. The Board places on record its deep appreciation for the contributionsmade by him as a member of the Board.
Mrs. Asha Garg (DIN: 06987609) was appointed as Chairperson & Whole time Directoron 02nd June 2021 and Mr. Shyam Sunder Miglani (DIN: 09278229) is proposed to beappointed as independent Director.
Mr. Suraj Mai (DIN: 07452218) Independent Directors of the Company resigned on 28thFebruary 2021 due to some personal reasons.
At present The Board of Directors consists of members comprising of three independentdirectors and three promoter directors. Other than above During the Year under review nochanges have taken place in the Directors and Key Managerial Personnel.
Brief resume of the Directors proposed to be appointed/reappointed the nature of theirexpertise in specific functionalareas and the names of the companies in which they holdthe directorship and Chairmanship / Membership of BoardCommittees etc. are provided in theNotice to Members and report on Corporate Gover- -nance forming part of this AnnualReport.
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015.
As per the provisions of Section 152(6) of the Companies Act 2013 Mrs. Asha Garg(DIN: 06987609) Chairperson 8s Whole -time Director retires by rotation at the ensuingAnnual General Meeting and being eligible has offered herself for reappointment.
Mrs. Asha Garg (DIN: 06987609) Chairperson & Whole-time Director Mr. Amit Garg(DIN No. 00202171) Managing Director and Mr. Nitin Garg (DIN No. 00202179) Mr. RajnishMittal Chief Financial Officer and Ms. Neha Dubey Company Secretary are the KeyManagerial Personnel of the Company.
None of the Directors of your Company is disqualified as per provisions of Section164(2) of the Companies Act 2013. The Directors of the Company have made necessarydisclosures as required under various provisions of the Companies Act.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance Report and Management Discussion & Analysis which formpart of this Report are set out as Annexure VI & Annexure VII together with theCertificate from the auditors of the Company regarding compliance of conditions ofCorporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
NUMBER OF BOARD MEETING
The Board of Directors met 08 (Eight) times during the year the details of which areprovided in the Corporate Governance Report.
BOARD LEVEL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations and SEBILODR 2015 annual evaluation of Board Independent Directors Non-Executive DirectorsExecutive Directors and Committees was made. Performance of the Board w-as evaluatedafter seeking inputs from all the Directors on the basis of the criteria such as adequacyof its composition and structure effectiveness of board processes information andfunctioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as composition of committees terms ofreference of committees effectiveness of the committee meetings participation of themembers of the committee in the meetings etc.
The Board and the Nomination and Remuneration Committee also carried out evaluation ofthe performance of individual directors on the basis of criteria such as attendance andeffective participation and
contributions at the meetings of the Board and its committees exercise of his/herduties with due & reasonable care skill and diligence etc.
In a separate meeting of the Independent Directors of the Company performance of thenon-independent Directors performance of the Board as a whole and performance of theChairman were evaluated. The Chairman of the Meeting of the Independent Directors apprisedthe Board about the evaluation carried by it.
DIRECTOR S RESPONSIBILITY STATEMENT
In Compliance with section 134(5) of the Companies Act 2013 the Board of Directors tothe best of their knowledge and hereby confirm the following:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) 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;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.
(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered during the financial year were on anarms length basis and in the ordinary' course of business and is in compliance withthe applicable provisions of the Act and the Listing Regulations. There were no materiallysignificant Related Party' Transactions made by the Company during the year that requiredshareholders approval under Regulation 23 of the Listing Regulations. None of thetransactions entered with related parties falls under the scope of Section 188(1) of theAct. Details of transactions with related parties as required under Section 134(3) (h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are provided inAimexure III in Form AOC-2 and forms part of this Report.
The policy on Related Party' Transactions as approved by the Board has been uploaded onthe Companys website www. r i b at ext il es. com. There are no materially'significant related party transactions that may' have potential conflict with interest ofthe Company at large.
The details pertaining to transaction with person or entity' belonging to thepromoter/promoter group in the Company is mentioned in the Standalone Financial Statement
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the Listing Regulations the Company has put in place afamiliarization program for the Independent Directors to familiarize them with their rolerights and responsibility as Directors the working of the Company nature of the industryin which the Company' operates business model etc. The details of the familiarizationprogrammes are explained in the Corporate Governance Report.
CODE OF CONDUCT:
The Code lay's down the standard procedure of business conduct which is expected to befollow'ed by' the Directors and the designated employ'ees in their business dealings andin particular on matters relating to integrity in the work place in business practicesand in dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy including vigil mechanism to report genuineconcerns of grievances providing direct access to the Chairperson of the Audit Committeein appropriate and exceptional cases. The Whistle Blower Policy has been posted on thewebsite of the Company http: / / www.ribatextiles. com /.
1. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderAshwani k. Sindwani & co. (Firm Registration No. 021529N) Chartered Accountantswere appointed as statutory auditors of the Company from the conclusion of the twentyninth annual general meeting (AGM) of the Company till the conclusion of the Thirty fourthAGM to be held in the year 2022.
In terms of the provisions of Section 139 (1) of the Companies Act 2013 the StatutoryAuditor has confirmed that they are not disqualified from continuing as Auditor of theCompany. The financial statement of the Company for the year 2020-21 is part of AnnualReport.
The Auditors Report does not contain any qualification reservation or adverseremark calling for further explanation. During the year under review the Statutory'Auditors have not reported any incident related to fraud to the Audit Committee or theBoard under Section 143(12) of the Act.
2. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. KJ & Associates Practicing Company Secretary to undertake theSecretarial Audit of the Company for the financial year ended on 31st March 2021. TheSecretarial Audit Report is annexed as Annexure IV
In line with the Circular dated February 08 2019 issued by the Securities and ExchangeBoard of India Annual Secretarial Compliance Report for the year ended 31st March 2021confirming compliance of all applicable SEBI Regulations Circulars and Guidelines by'the Company was issued by M/s KJ & Associates Practicing Company Secretaries andfiled with the Stock Exchanges on 30th June 2021.
The Secretarial Auditors Report for the financial Year 2020-21 does not containany qualification reservation or adverse remark. This report is self-explanatory' anddoesnt required any comment.
CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS
A certificate from M/s. KJ & Associates. Company Secretaries to the effect thatnone of the Directors of the Company' have been debarred or disqualified from beingappointed or continuing as Directors of the Company by the Board/Ministry of CorporateAffairs or any such statutory' authority is attached at the end of this report.
EXTRACT OF ANNUAL RETURN
In accordance with section 134(3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed format is enclosed herewith as Annexure "V" tothe Boards report. Extract of Annual Return is also available on our websitewww.ribatextiles.com .
The Company has a Risk Management framework w'hich enables it to take certain risks toremain competitive and achieve higher grow'th and at the same time mitigate other risksto maintain sustainable results. Under the framework the Company has laid dowm a RiskManagement Policy which defines the process for identification of risks its assessmentmitigation measures monitoring and reporting. While the Company through its employeesand Executive Management continuously assess the identified Risks the Committee reviewsthe identified Risks and its mitigation measures annually'.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The Remuneration Policy is explained in theCorporate Governance Report forming part of this Report.
PARTICULARS OF EMPLOYEES
PARTICULARS PURSUANT TO SECTION 1971121 AND THE RELEVANT RULES
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are as follows:
i. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the year 2020-21:
|SI Name No. ||Nature of Directorship ||Ratio |
|1 Mr. Ravinder Kumar Garg ||Chairman& Whole-time Director ||45.67:1 |
|2 Mr. Amit Garg ||Managing Director ||45.67:1 |
|3 Mr. Nitin Garg ||Whole-time Director ||45.67:1 |
|4 Mrs. Asha Garg ||Executive Director ||2.67:1 |
ii. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary' in the financial year 2020-21:
|SI No. Name ||Nature of Directorship ||% Increase |
|1 Mr. Ravinder Kumar Garg ||Ch airman & Whole-time Director ||9.62% |
|2 Mr. Amit Garg ||Managing Director ||9.62% |
|3 Mr. Nitin Garg ||Whole-time Director ||9.62% |
|4 Mr. Rajnish Mittal ||CFO ||5.71% |
|5 Ms. Neha Dubey ||CS ||0.00% |
iii. The percentage increase in the median remuneration of employees in the financialyear 2020-21: 4%.
iv. The number of permanent employees on the rolls of Company: 266 as on 31st March2021.
v. The explanation on the relationship between average increase in remuneration andCompany performance:
The Turnover for the financial year ended 31st March 2021 Increased by77.21% whereas the increase in median remuneration is 4%. The average increase in medianremuneration was in line with industry' benchmark and performance of the Company.
vi. comparison of the remuneration of the key managerial personnel against theperformance of the Company:
The Turnover for the financial year ended 31st March 2021 increased by 7.21% whereasthere increase in remuneration of Key' Managerial Personnel was 5.71%. The increase inremuneration was in line with industry benchmark and performance of the Company.
vii. Affirmation that the remuneration is as per the Remuneration Policy of theCompany: Yes
viii. Percent increase over/ decrease in the market quotations of the shares of thecompany as compared to the rate at which the company came out with the last public offerin the year: The Company has not made any public offer after initial public offer.-
ix. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year was 12% and its comparison with thepercentile increase in the managerial remuneration was 10% and justification thereof andpoint out if there are any' exceptional circumstances for increase in the managerialremuneration.
x. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:
|Name ||CTC (Rs. In lakhs) ||PAT (Rs. In lakhs) ||PAT Increase/(Decrease) in % |
|Mr. Ravinder Kumar Garg ||142.50 ||588.42 ||(0.1699)% |
|Mr. Amit Garg ||142.50 || || |
|Mr. Nitin Garg ||142.50 || || |
|Mr. Rajnish Mittal ||6.66 || || |
|Ms. Neha Dubey ||3.42 || || |
xi. The key parameters for any variable component of remuneration availed by theDirectors: There was no variable component paid to the Managing Director.
xii. The ratio of the remuneration of the highest paid Director to that of theemployees who are not Directors but receive remuneration in excess of the highest paidDirector during the year:
There was no employee who received remuneration in excess of the remuneration ofhighest paid director.
xiii. During the year under report the Company had no employee employed for the wholeor the part of the year who was in receipt of remuneration prescribed under rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Your Company firmly believes that human resources are its most valuable asset andgrowth wheel With focus on nurturing and retaining talent the Company provides avenuesfor learning and development through functional behavioral and leadership trainingprograms knowledge exchange conferences communication channels for information sharing.Currently your Company is managing a pool of 266 people across all the locations.
DETAILS OF NUMBER OF CASES FILED. IF ANY. AND THEIR DISPOSAL IN TERMS OF SECTION 22 OFTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL! ACT2013
The Company has always provided a congenial atmosphere for work to all the employeesthat is free from discrimination and harassment including sexual harassment.
The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Company has also framed policy on"Prevention of Sexual Harassment at the workplace. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land wherever we operate.
No cases/complaints of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 were reported to the Board.
COMMITTEES OF THE BOARD
Currently the board has four Committees: the Audit Committee the Nomination andRemuneration Committee the Corporate Social Responsibility Committee and the StakeholdersRelationship Committee. The majority of the members of these committees are Independentand non-executives.
A detailed note on the composition of the board and other committees is provided in thecorporate governance report section of this annual report.
CEO AND CFO CERTIFICATION
Pursuant to the Listing Regulations CFO certification is attached with the AnnualReport. The Managing Director & the Chief Financial Officer also provide quarterlycertification on financial results while placing the financial results before the Board interms of the Listing Regulations.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year 2020-21 the Company hascomplied with the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and approved by the Central Government under Section 118(10) of theCompanies Act 2013. In the preparation of the Financial Statements the Company has alsoapplied the Indian Accounting Standards (Ind AS) specified under Section 133 of theCompanies Act 2013 read with Companies (Indian Accounting Standards) Rules 2015.
LISTING OF EQUITY SHARES
The equity shares of your company are listed on Bombay Stock Exchange Limited (BSE).The Annual Listing Fees for the year 2020-21 was paid within the scheduled time to theBombay Stock Exchange.
TRANSFER OF SHARES
As notified under Regulation 40(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 except in case of transmission or transposition ofsecurities requests for effecting transfer of securities shall not be processed unlessthe securities are held in the dematerialized form with a depository.
DETAILS IN RESPECT OF FRAUDS <OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT! REPORTED BY THE AUDITORS UNDER SECTION 1431121 OF THE COMPANIES ACT
No frauds were reported by auditors under sub-section (12) of Section 143 of theCompanies Act 2013. ACKNOWLEDGEMENTS
The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from Companys employees customers vendorsinvestors and academic institutions for their continuous support.
The directors also thank the government of various countries government of India thegovernments of various states in India and concerned government departments / agencies fortheir co-operation.
The directors appreciate and value the contributions made by every member of theCompany.
| ||By order of the Board of Directors |
| ||For Riba Textiles Limited |
|Place : Panipat ||Sd/- |
| ||Asha Garg |
|Date : 04.09.2021 ||Chairperson & Whole-time Director |
| ||DIN: 06987609 |