Your Directors have pleasure in presenting the 31st Annual Report and the auditedfinancial statements of your company for the year ended 31st March 2019.
|FINANCIAL HIGHLIGHTS: || || |
| || ||Rs. In Lacs |
|Particulars ||2018-19 ||2017-18 |
|Revenue from Operation ||19688.36 ||14816.33 |
|Other Income ||164.41 ||419.19 |
|Gross Receipts ||19852.77 ||15235.52 |
|Finance cost ||478.23 ||459.05 |
|Depreciation ||321.76 ||472.00 |
|Profit before Tax ||1063.5 ||668.96 |
|Tax Expenses ||242.45 ||139.08 |
|Profit after Tax ||821.05 ||529.88 |
|Comprehensive Income ||- ||- |
|Total Comprehensive Income ||821.05 ||529.88 |
|Paid up Equity Share Capital ||965.29 ||965.29 |
|Reserves excluding revaluation reserve ||4691.51 ||3870.46 |
|Earnings per share ||8.51 ||5.49 |
OVERVIEW AND STATE OF THE COMPANY'S AFFAIRS:
Despite changes in global and domestic market dynamics your Company managed to maintainits level of turnover and achieved revenue from operation of Rs. 19688.36 lacs as comparedto Rs. 14816.33 lacs in the previous financial year. The company has earned a net profitof Rs. 821.05 lacs as against net profit of Rs. 529.88 lacs in the previous financialyear.
CHANGE IN NATURE OF BUSINESS
No change in nature of business has taken place during the year under review.
Keeping in view the future up gradation and expansion your director are not able torecommend any dividend for the year under review.
DETAILS OF SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture or Associate Company.
During the year under review the Company has neither issued any shares nor granted anystock options or sweat equity. As on 31st March 2019 the Company had no outstandingconvertible instruments.
During the year under review the Company has transferred Rs. 821.05 (in lacs) toGeneral Reserve.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors consists of 8 members comprising of four independent directorsand four promoter directors. During the Year under review no changes have taken place inthe Directors and Key Managerial Personnel.
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 Mr. Ravinder KumarGarg (DIN:00202164)Whole -time Director retires by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for reappointment.
Mr. Ravinder Kumar Garg (DIN No. 00202164) Whole-time Director Mr. Amit Garg (DIN No.00202171) Managing Director and Mr. Nitin Garg (DIN No. 00202179) Mrs. Asha Garg (DIN:06987609) Mr. Rajnish Mittal Chief Financial Officer and Ms. Neha Dubey CompanySecretary are the Key Managerial Personnel of the Company.
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 was evaluated afterseeking inputs from all the Directors on the basis of the criteria such as adequacy of itscomposition and structure effectiveness of board processes information and functioningetc.
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 committeesexercise of his/her duties 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 and that the Independent Directors were fullysatisfied in this regard.
COMPANY'S POLICY ON DIRECTOR'S 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.
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 familiarizationprogramme are explained in the Corporate Governance Report.
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
None of the criterion mentioned in Section 135 of the Companies Act 2013 relating toCorporate Social Responsibility applied to the Company during the financial year underreview.
PARTICULARS OF EMPLOYEES
During the year under report the Company had no employee employed for the whole or thepart of the year who was in receipt of remuneration prescribed under rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
PARTICULARS PURSUANT TO SECTION 197(12) 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 2018-19:
|Name ||Nature of Directorship ||Ratio |
|1 Mr. Ravinder Kumar Garg ||Chairman& Whole-time Director ||41.46 |
|2 Mr. Amit Garg ||Managing Director ||41.46 |
|3 Mr. Nitin Garg ||Whole-time Director ||41.46 |
|4 Mrs. Asha Garg ||Executive Director ||3.66 |
ii. The percentage increase in remuneration of each Director Chief Financial OfficerChief
Executive Officer Company Secretary in the financial year 2018-19:
|Name ||Nature of Directorship ||% Increase |
|1 Mr. Ravinder Kumar Garg ||Chairman& Whole-time Director ||61.90% |
|2 Mr. Amit Garg ||Managing Director ||61.90% |
|3 Mr. Nitin Garg ||Whole-time Director ||61.90% |
|4 Mr. Rajnish Mittal ||CFO ||NIL |
|5 Ms. Neha Dubey ||CS ||12% |
(ii) The percentage increase in the median remuneration of employees in the financialyear: 13.89%
(iii) The number of permanent employees on the rolls of Company: 320 as on 31st March2019.
(iv) The explanation on the relationship between average increase in remuneration andCompany performance:
The Turnover for the financial year ended 31st March 2019 increased by 32.88% whereasthe increase in median remuneration was 13.89%. The average increase in medianremuneration was in line with industry benchmark and performance of the Company.
(v) comparison of the remuneration of the key managerial personnel against theperformance of the Company: The Turnover for the financial year ended 31st March 2019increased by 32.88% whereas there increase in remuneration of Key Managerial Personnel was11.90%. The increase in remuneration was in line with industry benchmark and performanceof the Company.
(vi) 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.-
(vii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year was 13.89% and its comparison with thepercentile increase in the managerial remuneration was 11.90% and justification thereofand point out if there are any exceptional circumstances for increase in the managerialremuneration: No increase has been made during the year under report performance ofthe Company: Comparison of the each remuneration of the Key Managerial Personnel againstthe Same as mentioned in Para (vi) above.
(viii) The key parameters for any variable component of remuneration availed by theDirectors:
There was no variable component paid to the Managing Director.
(ix) 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.
(x)Affirmation that the remuneration is as per the Remuneration Policy of the Company: Yes
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 Company's assets and interestsare safeguarded.
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 as AnnexureI to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The details of the transactions with Related Parties to be provided in Form AOC-2 areannexed herewith as Annexure II. Members can refer to Note to the FinancialStatements which set out related party disclosures. There are no material transactionswith any related party as defined under Section 188 of the Act read with Companies(Meetings of Board and its Powers) Rules 2014. The Audit Committee of the Company hasapproved all related party transactions.
The policy on Related Party Transactions as approved by the Audit Committee and theBoard is available on your Company's website.
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.
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 III together with the Certificatefrom the auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated in Schedule V of Regulation 34(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3) (c) of the Companies Act 2013 "the Act"your Directors subscribe to the "Directors' Responsibility Statement" andconfirm that:
a) In the preparation of the annual accounts applicable accounting standards have beenfollowed along with proper explanations relating to material departures; if any
b) The accounting policies selected have been applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31st March 2019 and of the profit ofyour company for that period;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of yourcompany for preventing and detecting fraud and other irregularities;
d) The annual accounts of your Company have been prepared on a going concern basis;
e) Your Company had laid down internal financial controls and that such internalfinancial controls are adequate and were operating effectively;
f) Your Company has devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IV tothis Report and is available at Company's Website www.ribatextiles.com.
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.
During the year under review your Company has not accepted any deposits falling undersection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)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 320 people across all the locations.
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 COMPANY'S 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.
The Company has a Risk Management framework which enables it to take certain risks toremain competitive and achieve higher growth and at the same time mitigate other risks tomaintain sustainable results. Under the framework the Company has laid down 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 Risk ManagementCommittee reviews the identified Risks and its mitigation measures annually.
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. Nocases/complaints of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 were reported to the Board.
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 2018-19 has been paid to the Stock Exchange.
KJ & Associates Company Secretaries in Practice have been appointed by the Boardas Secretarial Auditor to undertake Secretarial Audit of the Company pursuant to theprovisions of Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
The Secretarial Audit Report is annexed herewith as Annexure V.
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 twenty ninthAGM to be held in the year 2022.
The auditors' report does not contain any qualifications reservations or adverseremarks.
DETAILS IN RESPECT OF FRAUDS (OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT) REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT
No frauds (other than those which are reportable to the Central Government) werereported by auditors under sub-section (12) of Section 143 of the Companies Act 2013.
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 14th February 2019 to conduct the internal audit for the period ended 31st March2019. The Internal Audit Reports received from the Internal Auditors were reviewed by theAudit Committee from time to time.
The directors thank the Company's employees customers vendors investors and academicinstitutions 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.
| ||For and on behalf of the Board of Directors |
| ||Riba Textiles Limited |
| ||Sd/- |
| ||Ravinder Kumar Garg |
|Place : Panipat ||Chairman and |
|Date : 29.05.2019 ||whole-time Director |
| ||DIN 00202164 |