TO THE MEMBERS OF
RUBFILA INTERNATIONAL LIMITED
The Directors have pleasure to present the 28th Annual Report and the audited AnnualAccounts for the year ended 31st March 2021.The consolidated performance of the companyand its subsidiary has been referred to wherever required.
The Summarized standalone and consolidated results of your company and its subsidiaryare given in the table below: - (Rs. In lakhs)
| ||Financial Year ended |
|Particulars ||Standalone ||Consolidated |
| ||31.03.2021 ||31.03.2020 ||31.03.2021 ||31.03.2020 |
|Revenue From Operation ||27005.13 ||22770.61 ||32294.03 ||25800.78 |
|Other Income ||181.28 ||222.55 ||255.75 ||473.64 |
|Total Income ||27186.42 ||22993.16 ||32549.79 ||26274.42 |
|Operating Expenditure ||22661.98 ||20643.88 ||27387.66 ||23408.68 |
|Operating Profit Before Depreciation Interest and Tax ||4524.44 ||2349.28 ||5162.13 ||2865.74 |
|Finance Cost ||3.55 ||9.83 ||25.39 ||22.18 |
|Depreciation and Amortization Expenses ||496.19 ||341.89 ||631.65 ||625.02 |
|Profit Before Exceptional Items ||4024.70 ||1997.56 ||4505.09 ||2218.54 |
|Exceptional Items ||- ||- ||- ||- |
|Profit Before Tax ||4024.70 ||1997.56 ||4505.09 ||2218.54 |
|Tax Expenses || || || || |
|a) Current Tax ||962.02 ||450.91 ||1093.54 ||478.79 |
|b) Deferred Tax ||37.22 ||42.92 ||68.88 ||81.91 |
|Profit after Tax ||3025.46 ||1503.73 ||3342.67 ||1657.84 |
|Other Comprehensive Income ||-68.96 ||9.28 ||-67.50 ||-4.03 |
|Share of Net profit of Associates using Equity Method ||- ||- ||- ||29.55 |
|Non Controlling Interest ||- ||- ||- ||-118.06 |
|Total Comprehensive Income ||2956.50 ||1513.01 ||3275.17 ||1565.30 |
|Basic EPS ||5.76 ||3.19 ||6.38 ||3.30 |
|Diluted EPS ||5.71 ||3.14 ||6.33 ||3.25 |
Note: M/s. Premier Tissues India Ltd became the Subsidiary of the company effectivefrom 13-09-2019.
Rubfila International Ltd
The standalone Net Revenue of Rubfila for the financial year ended March 31 2021 wasRs. 27005.13 lakhs which grew by 18.60% compared to Rs.22770.61 lakhs for the previousyear. The profit after tax ( PAT) for the year was grew by 101% to Rs.3025.46 lakhs fromRs.1503.73 lakhs in the previous year. The year started on a grim note with the countryunder lock down due to corona virus and all the operations affected. Sales went for a spinwith all the markets getting closed but a silver lining emerged during the time in theform of demand for threads used as ear bands for masks. The company's products played amajor role in fighting the pandemic being part of millions of masks worn by people allover the world. Though the first quarter was affected got normalised from the secondquarter when demand escalated from both domestic and international markets.
This was due to the pent up demand witnessed in almost all the sectors which theeconomists later described as revenge consumption'. There were other factors likedisruptions in shipping schedules worldwide which affected the alternate supply chains andincrease in latex price in the international market. This affected the imports of threadsinto India and demand from the domestic market scaled up. With uncertainty in deliveryschedules leading to further demand from international markets too the company's orderbook position grew to a healthy level. During the year there was a spike by 75% in exportbusiness despite the bottlenecks linked to container shortages shipping scheduledisruptions etc.
In January 2021 the company also commissioned one more line adding 2500 MT to itsannual capacity and the total annual capacity stands at 20000 MT.
It has to be mentioned that despite a bad start in the beginning the year ended up ona positive note with the company achieving its highest sales turnover in the history andhigher profits.
Premier Tissues India Ltd:
Premier Tissues India Ltd ( PT) the wholly owned subsidiary of RIL had many plansdrawn up enhance the business but had to face hurdles due to the lock down and covid. Theworks initiated to overhaul the plant had to be slowed down due to travel restrictionswant of labour etc. With schools closed and the sales of note books minimal PT also facedconstraints in availability of waste paper and saw the spike in paper costs by around 30%plus.
The standalone sales from operations of the company for the year ended 31st March 2021was Rs 5289.39 lakhs as compared to Rs.5353.74 lakhs for the previous year. This sale hasbeen achieved irrespective of the disruptions in the first two months due to lock down.The key initiatives during the year included overhauling the sales team appointment ofnew distributors etc and these steps had a positive impact on the sales.
Despite this the profit after tax for the year ended 31st March 2021 was Rs. 317.74lakhs. Almost 50% higher than Rs. 213.55 lakhs posted for the previous year.
The consolidated net revenue from operations for the year was Rs.32294.03. lakhs andwith the profit before tax at Rs.4505.09 lakhs. On consolidated basis Rubfila along withthe subsidiary earned a Profit after Tax of
Rs.3342.67 lakhs for the year 2020-21.
The Financial Statements of the Company have been prepared in accordance with Ind ASas notified under the Companies (Indian Accounting Standards) Rules 2015 read withSection 133 of the Act.
Dividend and Transfer to Reserves
Your Directors have recommended a dividend of 26% (Rs.1.30 per Share of face valueRs.5/-) for the year subject to the approval of shareholders at the ensuing Annual GeneralMeeting. This will result in total payout for the year 2020-21 of Rs.705.48 lakhs.(Rs.593.60 lakhs in 2019-20). An amount of Rs.147.83 lakhs has been transferred toGeneral Reserve as per the provisions of Companies Act 2013.
Pursuant to the provisions of Section 124(5) of the Act the dividend which remainedunclaimed/unpaid for a period of seven years from the date of transfer to unpaid dividendaccount is required to be transferred to the Investor Education and Protection Fund (IEPF)established by the Central Government.
Your company has uploaded the details of unclaimed/ unpaid dividend for the financialyear 2012-13 onwards on its website viz. www.rubfila.com and on website of the Ministryof Corporate Affairs viz. www.iepf.gov.in and the same gets revised/updated from time totime pursuant to the provisions of IEPF (Uploading of Information Regarding Unpaid andUnclaimed Amount Lying with Companies)
Further the unpaid dividend amount pertaining to the financial year 2013-14 will betransferred to IEPF during the Financial Year 2021-22.
As on March 31 2021 the unclaimed amounts with respect to the dividend are as under:
|Particulars ||Unclaimed Amount ||Date of transfer to the Investor Education and Protection Fund (IEPF) |
|Dividend FY 2013-14 ||17.09 ||11.09.2021 |
|Dividend FY 2014-15 ||21.71 ||25.10.2022 |
|Dividend FY 2015-16 ||14.86 ||29.10.2023 |
|Dividend FY 2016-17 ||21.73 ||14.10.2024 |
|Dividend FY 2017-18 ||29.46 ||21.10.2025 |
|Dividend FY 2018-19 ||29.67 ||20.10.2026 |
|Dividend FY 2019-20 ||37.20 ||16.10.2027 |
Transfer of Equity Shares
Pursuant to the provisions of Section 124(6) of the Act and the Investor Education andProtection Fund (IEPF) Authority (Accounting Audit Transfer and Refund) Rules 2016notified by the Ministry of Corporate Affairs on September 7 2016 and subsequentlyamended vide notification dated February 28 2017 all the equity shares of the company inrespect of which dividend amounts have not been paid or claimed by the shareholders forseven consecutive years or more are required to be transferred to demat account of IEPFAuthority. Upon transfer of such shares all benefits (like dividend bonus splitconsolidation etc.) if any accruing on such shares shall also be credited to the Accountof IEPF and the voting rights on such shares shall remain frozen till the rightful ownerclaims the shares. Shares which are transferred to the de-mat account of IEPF Authoritycan be claimed back by the shareholder by following the procedure prescribed under theaforesaid rules.
Your company has sent individual notice to all the members who have not been paid orwho have not claimed dividend for seven consecutive years and has also published thenotice in the leading English and Malayalam newspapers.
The details of the nodal officer appointed by the company under the provisions of IEPFare disseminated in the website of the company viz. www.rubfila.com.
As on 31st March 2021 the gross fixed assets of the company stand at Rs.17061.92 lakhsand net fixed assets at Rs.10722.57lakhs. Capital additions during the year amounted to Rs2732.31lakhs which include addition to Land Rs7.72 lakhs Building Rs.281.77 lakhs Plant& Machinery and other assets amounting to Rs.1051.66 lakhs and Capital Work inProgress of Rs.1391.16 lakhs.
Rubfila has been growing in the past few years by capturing additional share in thedomestic and international markets. The capacity expansions in the past many years hashelped the company to tap into higher share both from the market growth or by enteringinto newer markets worldwide. The installed capacity which stood at 5000 Ton per annum(TPA) in 2013 has scaled to 20000 TPA by 2020. With the acceptance of company's productsgrowing RIL is planning to expand capacity further to consolidate its position in theinternational market. With this addition of 5000 TPA the total capacity will reach 25000TPA. With this the company is expected to be a key player in the world of rubber threads.
In line with the growth prospects of Rubfila M/s.Premier Tissues India Ltd' alsois in the growth path. Premier had launched many new products during the year likedisinfectant wipes sanitizing wipes disinfectant spray etc which was the need of themarket in a pandemic year. During the year company has started expanding the distributionnetwork which is expected to bring in additional sales once the pandemic relatedconstraints are over. It is also planning to explore the consumer products in the homecare segment which offer good potential in view of the heightened awareness of hygiene.Once this happens along with paper products Premier aims to be in the forefront of theconsumer products segment too.
Directors' Responsibility Statement
The Directors report that
i.In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
ii. The Directors have 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 of the company for the period ended 31st March 2021.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Listing on Stock Exchanges
Your company's shares are listed on the BSE Ltd. The company has paid Listing Fee forthe year 2021-22.
Declaration of Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. Samir K. Shah(DIN 01714717) Mr. Patrick M Davenport (DIN 00962475) Mrs. R. Chitra (DIN 01560585) Mr.S. H. Merchant (DIN 00075865) and Mr. D. G. Rajan (DIN 00303060) have submitted adeclaration that each of them meets the criteria of independence as provided in Section149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI Listing Regulations). There has been nochange in the circumstances affecting their status as an Independent Director during theyear.
A note on the familiarizing programme adopted by the company for the orientation andtraining of the Directors and the Board evaluation process undertaken in compliance withthe provisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided in the Corporate Governance Report which formspart of this Report.
The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise and that they hold the higheststandards of integrity. In terms of Section 150 of the Act read with the Companies(Appointment & Qualification of Directors) Rules 2014 the Independent Directors ofthe Company have registered themselves with the data bank of Independent Directors createdand maintained by the
Indian Institute of Corporate Affairs Manesar.
Further the Independent Directors of the company met once during the year on31-03-2021 to review the performance of the Non-executive directors Chairman of thecompany and performance of the Board as a whole
Particulars of Loans guarantees or investments
Pursuant to Section 186 of the Companies Act 2013 your company has not directly orindirectly -
a) given any loan to any person or other body corporate other than usual advancesenvisaged in a contract of supply of materials if any
b) given any guarantee or provide security in connection with a loan to any other bodycorporate or person and
c) acquired by way of subscription purchase or otherwise the securities of any otherbody corporate
exceeding sixty percent of its paid-up share capital free reserve and securitiespremium account or one hundred percent of its free reserves and securities premium accountwhichever is more.
The Company's investment in its subsidiary (net of provisions) stood at Rs.3200.14 asat March 31 2021. The details of Investments Loans or Guarantees covered under theprovisions of Section 186 of the Companies Act 2013 are given in the Note to theFinancial Statements.
Your company has not accepted any deposits from public as envisaged under Sections 73to 76 of Companies Act 2013 read with Companies (acceptance of Deposit) Rules 2014 andno amount remain unpaid or unclaimed as at the end of the period under review.
Conservation of Energy technology absorption foreign exchange earnings and outgo
Information relating to conservation of energy technology absorption foreign exchangeearnings and outgo as required to be disclosed under the Act are given in An-nexureforming part of this report.
Related Party Transactions
All contracts/ arrangements / transaction entered by the company during the financialyear were in compliance with the applicable provisions of the Companies Act 2013 andRules made thereunder and according to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All transactions entered into with the Related Partiesduring the financial year under the review were on an arm's length basis and were in theordinary course of business.
Other than the above there are no materially significant Related Party transactionsmade by the company with its Promoters Directors Management or their relatives thatcould have had a potential conflict with the interests of the company at large.
All Related Party Transactions were placed before the
Audit Committee and also before the Board for their approval. Prior approval of theAudit Committee was obtained for the transactions which were of a repetitive nature. Thetransactions entered into pursuant to the approval so granted were reviewed and statementsgiving details of all related party transactions were placed before the Audit Committeeand the Board of Directors for their approval on a quarterly basis.
The company had framed a policy on materiality of related party transactions and ondealing with related party transactions. The policy as approved by the Board is uploadedon the company's website: http://www.rubfila. com/policies. The Form AOC-2 containing theparticulars of contracts or arrangements with related parties made during the period underreview is annexed herewith as Annexure D
The Members may refer to Note to the Standalone Financial Statements which sets out therelated party disclosures as per the Accounting Standards.
Corporate Social Responsibility:
At Rubfila the Board of Directors the Management and all employees consider societyas an extended arm of business with a major stake and are duty bound in contributing forthe development of society.
In terms of the provisions of Section 135 of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors of your company hasconstituted a CSR Committee and framed a policy which details the areas that can besupported under the same. A few focussed areas for providing CSR support have beenidentified such as healthcare education rural development sustainable livelihoodsocial empowerment & welfare Arts and Culture etc. The policy also includes providingsupport to the highly needy individual beneficiaries who are in real distress forhealthcare housing etc but this is done with utmost care after ample due diligence.
During the year company carried out several initiatives under the CSR programdirectly as well as through agencies. A report on CSR activities is attached as Annexure Cforming part of this report. CSR policy of the company is available on the websitewww.rubfila.com.
The CSR activities are overseen by a committee of Directors comprising of Mr. Bharat J.Dattani (DIN 1462746) Mr. G Krishna Kumar (DIN 01450683) and Mr. Patrick M Davenport (DIN00962475) on a regular basis.
In the year under review the company spent Rs.52.99 lakhs towards various CSRexpenditures.
A report on the Corporate Social Responsibility activities is annexed to this report.
Directors and Key Managerial Personnel
Demise of Mr.Bharat J Patel Chairman
Mr.Bharat J Patel Chairman of the company from 2009 to
2021 breathed his last on 29th May 2021 at Mumbai. He was 68.
Mr. Bharat J Patel was appointed on the Board of the company in 2005 and was avisionary and a major guiding force in turning around the company which was in severedistress. Mr. Bharat J Patel led the company from sickness through various stages ofrecovery multiple expansion of manufacturing capacity acquisition of Premier Tissues etcto a place where it is respected as a major player in the world of rubber threadsinternationally. He had shown exemplary leadership skills in steering the company to thislevel and the company immensely benefitted from his vision and foresight. The Board andthe management are committed in carrying forward the vision of Mr. Bharat J Patel inelevating the company to new heights.
Mr. Bharat J Patel's sudden demise is an irrespirable loss to the company and the Boardand all the employees pay their homage from their heart for his contributions to thecompany.
Composition of the Board
The Board of Directors of the company comprises of 9 directors as on the date ofreport. Your Board comprises Mr. Hardik B Patel (DIN 00590663)as Chairman Mr. G. KrishnaKumar (DIN 01450683) as Managing Director (Executive) Mr. Bharat J. Dattani (DIN00608198) and Mr. Dhiren S. Shah (DIN 01149436) as promoter non-executive Non-independentDirectors and five -utive Independent Directors namely Mr. D. G. Rajan (DIN 00303060) Mr.Patrick M Davenport (DIN 00962475) Mrs. R. Chitra (DIN 01560585) Mr. S. H. Merchant (DIN00075865) and Mr. Samir K. Shah (DIN 01714717). The details of composition of themandatory Board committees namely Audit Committee Nomination and Remuneration CommitteeCSR Committee Stakeholders Relationship Committee number of meetings held during theyear under review and other related details are set out in the
Corporate Governance Report which forms a part of this
In accordance with the Companies Act 2013 Mr. Bharat J Dattani (DIN 00608198) retireby rotation and being eligible offer themselves for re-appointment in the ensuing AnnualGeneral Meeting.
Mr.G.Krishna Kumar was re-appointed as the Managing Director for a period of 3 yearsfrom 01st November 2020 to 31st October 2023. Mr. Tommy Thompson (DIN 01509260) resignedfrom the Board on 10-02-2021. Mr.Hardik B Patel (DIN 00590663) appointed as an AdditionalDirector on 25-05-2021. Upon the demise of Mr. Bharat J Patel the Board of Directors attheir meeting held on 21-06-2021 appointed Mr.Hardik B Patel as Chairman of the Company.
During the reporting period your Board met six times. The details of the meeting andattendance of directors are provided in the Corporate Governance Report annexed herewith.There were no instances in which the Board had not accepted any recommendation of theAudit Committee.
Necessary information pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 in respect of directors to be appointed and re-appointedat the ensuing Annual General Meeting are given in the
Annexure to the Notice convening the Annual General Meeting scheduled to be held on24-08-2021.
None of the Directors of your company are disqualified for being appointed asdirectors as specified in Section 164(2) and Rule 14(1) of Companies (Appointment andQualification of Directors) Rules 2014.
The Directors have also confirmed that they are not aware of any circumstance orsituation which exists or may be reasonably anticipated that could impair or impacttheir ability to discharge their duties with an objective independent judgement andwithout any external influence.Non-exec
In the opinion of the Board the Independent Directors possess the requisite expertiseand experience and are the persons of high integrity and repute. They fulfill theconditions specified in the Act and the Rules made there-under and are independent of theManagement.
Mr. G. Krishna Kumar (DIN 01450683) Managing Director (Executive) and Mr. N NParameswaran Company Secretary and the Chief Financial Officer are the KMPs of the
The Companies Act 2013 and SEBI (LODR) Regulations 2015 stipulates the performanceevaluation of the directors including Chairman the Board and its committees. The companyhas devised a policy for performance evaluation of the Board committees and otherindividual directors (including Independent Directors) which includes criteria forperformance evaluation of the Non-executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategybenchmarks established by global peers etc which is in compliance with applicable lawsregulations and guidelines.
Annual performance evaluation was carried out for the Board Board Committees andIndividual Directors and Chairman. The Chairman of the respective Board Committees sharedthe report on evaluation with the respective Committee members. The performance of eachcommittee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.
The reports on performance evaluation of the Individual
Directors were reviewed by the Chairman of the Board.
Policy on Nomination and Remuneration and Performance evaluation of Directors KMP andSenior Management Personnel:
Policy in accordance with the provisions of Section 178 of Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Nomination andRemuneration Committee of the company oversees the implementation of the Nomination and
Remuneration Policy. This Policy prescribes for the criteria for determining thequalifications positive attributes independence of a Director and the policy onremuneration of Directors Key Managerial Personnel senior management employees includingfunctional heads and other employees. The Nomination and Remuneration Policy of thecompany is available on the website of the company in the following weblink:http://www.rubfila.com/img/pdf/ Nomination-RemunerationPolicy.pdf
The salient features of the Nomination and Remuneration policy are as follows:
a. The policy has been framed in accordance with the relevant provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
b. The policy spells out the criteria for determining qualifications positiveattributes independence of a Director and the remuneration of Directors Key ManagerialPersonnel and Senior Management including functional heads.
c. The Committee has the discretion to decide whether qualification expertise andexperience possessed by a person are sufficient/ -cerned position.
d. No Independent Director shall hold office for more than two consecutive terms ofmaximum 5 years each. In the event the same person is to be appointed as an IndependentDirector after two consecutive terms of five years a cooling period of 3 years is re-quired to be fulfilled.
e. The Director KMP and Senior Management shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the company. The Boardwill have the discretion to retain the Director KMP Senior Management in the sameposition/ remuneration or otherwise even after attaining the . retirementageforthebenefitofthe company
f. The remuneration/ commission shall be in accordance with the statutory provisions ofthe Companies Act
2013 and the rules made thereunder for the time being in force.
g. Deviations on elements of this policy in extraordinary circumstances when deemednecessary in the interests of the company will be made if there are specific reasons todo so in an individual case.
h. In case of any amendment(s) clarification(s) circu -lar(s) etc. issued by therelevant authorities not being consistent with the provisions laid down under thisPolicy then such amendment(s) clarification(s) circu-lar(s) etc. shall prevail upon theprovisions hereunder and the Nomination and Remuneration Committee shall amend this Policyaccordingly.
Shareholders in their meeting held on 15-09-2017 appointed M/s. Cyriac &Associates Chartered Accountants (Firm Registration No. 014033S.) as Statutory Auditorsof the company for a term of 5 years to hold office from the conclusion of 24th AnnualGeneral Meeting until the conclusion of 29th Annual General Meeting.
There is no qualification disclaimer reservation or ad -verse remark made by theStatutory Auditors in Auditors'Report.
During the period under review there were no frauds reported by the auditors underprovisions of the Companiessatisfactoryforthecon Act 2013
Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of
Managerial Personnel) Rules 2014 and Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 M/s.SVJS & Associates Company Secretarieswas appointed to undertake the Secretarial Audit of the company and its materialsubsidiary for the year ended March 31 2021. The Secretarial Auditors have submittedtheir report and the Board took note of the same. The Secretarial Audit Report is annexedherewith.
Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8 2019 the companyhas submitted the Secretarial Compliance Report from Practicing Company Secretaries oncompliance of all applicable SEBI Regulations and circulars/guidelines issued there underwith the Stock Exchange within the prescribed due date.
Management Comments to the observations of the Secretarial Auditors
Company in its Annual General Meeting held on 10th September 2020 appointed anIndependent Director and made half of the Board comprise with Independent Directors. ASpecial Resolution was passed in the Annual General Meeting held on 10th Septem-ber 2020for the appointment of a non-executive director who has attained the age of 75 years.
Vide mail dt.25/06/2021 BSE condoned the delay in submission of disclosure of relatedparty transaction for the period ended 30th September2021. One-day delay in submittingreport on Corporate Governance for the quarter ended 30th June 2020 was due to atechnical issue and the Company has paid the fine for one day.
The Statutory Auditor represented that he had submitted necessary documents before theInstitute of Chartered Accountants of India and was awaiting to be peer reviewed.
The Directors informed that they are taking necessary steps for registration with thedata bank of the Indian Institute of Corporate Affairs.
M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for theyear 2020-21. The remuneration payable for the Financial Year 2021 22 will be ratified inthe ensuing Annual General Meeting.
The Board has appointed M/s. Pratapkaran Paul & company Chartered AccountantsChennai as the Internal Auditors of the company pursuant to Section 138 of the CompaniesAct 2013 for the year 2020 21.
Particulars of employees:
No employee of the company was in receipt of remuneration exceeding the amountprescribed under 197 of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The company is notpaying any commission to its Directors.
Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177 of the Companies Act 2013 the rules made thereunder and theRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the company has established a Vigil Mechanism and has adopted a whistle blower policy forthe directors and employees to report genuine concerns about any instance of anyirregularity unethical practice and/or misconduct.
The whistle blower policy of the company is available in the following web link:http:www.rubfila.com/policies
Risk Management Policy:
The company has set up a robust risk management framework to identify monitor andminimize risk and also to identify business opportunities. The Audit Committee alsofunctions as the Risk Management Committee.
The Risk Management policy of the company is available in the following weblink:www.rubfila.com/policies
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.
The following is the summary of sexual harassment complaints received and disposed offduring the period under review:
|No. of complaints at the beginning of the year ||Nil |
|No. of complaints received during the year ||Nil |
|No. of complaints disposed off during the year ||Nil |
|No. of complaints at the end of the year ||Nil |
Employees Stock Option Scheme (ESOS):
The Scheme RUBFILA ESOS-2017 introduced by the company to reward theeligible employees of the company for their performance and to motivate them to contributeto the growth and profitability of the company was approved by the members in theirmeeting held on 15-09-
2017 in terms of SEBI (Share Based Employee Benefits) Regulations 2014 (SEBIRegulations).
The company has obtained in-principle approval from BSE vide their letter dt 03/07/2018for the Scheme. The scheme is administered by the Nomination & Remuneration Committeeof the Board. Accordingly the Nomination and Remuneration Committee has granted optionsto the eligible employees of the company in their meeting held on 01/08/2018.
There has not been any material change in the Employee Stock Option Scheme during thereporting period.
No options have been granted during the financial year 2020 21 and also no optiongranted earlier and in force in the same period has been exercised by any of the grantees
The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulations 2014(SBEB Regulations). The company has received a certificate -ditors of the company that thescheme is implemented in accordance with the SBEB Regulations and the resolution passed bythe shareholders in the Annual General Meeting held on 15-09-2017. The certificate wouldbe available at the Annual General Meeting for inspection by the shareholders. The detailsas required to be disclosed under SBEB Regulations and certificate available on thecompany's website and may be accessed at www.rubfila.com/investors
The following disclosures pertaining to ESOPs for the FY 2020-21 are being made asrequired under Rule 12 of the Companies (Share Capital and Debentures) Rules 2014:
|Sr. No. Particulars || |
|(i) Options Granted ||670000 Nos |
|(ii) Options Vested ||670000 Nos |
|(iii) Options Exercised ||Nil |
|(iv) Total number of shares arising out of exercise of options ||N.A. |
|(v) Options Lapsed ||N.A |
|(vi) Exercise Price ||N.A |
|(vii) Money realized by exer- cise of options ||N.A |
|(viii) Variation of terms of op- tions ||Nil |
|(ix) Total number of Options in force as at March 31 2021 (Total No. of Op- tions granted so far Less Total No. of Options exer- cised and ||670000 Nos |
Employee-wise details of options granted during FY 2020-21 to (Options yet to beexercised): Nil
Any other employee who received a grant of Options in any one year of Options amountingto five percent or more of Options granted during that year: Nil
Identified employees who were granted Options during any one year equal to orexceeding one percent of the issued capital (excluding outstanding warrants and con-fromthe Au versions) of the Company at the time of grant: Nil
Disclosure as required under Employee Benefits Regu -lations read with SEBI circularno. CIR/CFD/POLICYCE-LL/2/2015 dated June 16 2015 has been made available at the companywebsite at www.rubfila.com from Auditors are
Change in the Nature of Business
There was no change in the nature of business of the company during the Financial Year2020-21.
i) Material changes and commitments affecting the financial position of the companywhich have occurred between the end of the Financial Year of the company to which thefinancial statements relate and the date of the report.
No material changes and commitments affecting the fi -nancial position of the companyoccurred between the end of the Financial Year to which this financial statements relateand the date of report.
The company is taking all the recommended precautions and safeguard measures as per thedirectives/guidelines/ circulars issued by the Central Government and the respective StateGovernment(s) from time to time as far as prevention and spreading of COVID-19 pandemic isconcerned.
Your company is continuously monitoring and assessing the impact of COVID-19 pandemicon the business turnover profitability and liquidity position and will be taking all thenecessary steps in future in line with the various directives issued by the Regulatoryauthorities from time to time.
Significant -tors / Courts / Tribunals
There were no significant the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.
Subsidiaries Joint Ventures and Associate Companies
In accordance with the provisions of Section 129(3) of the Companies Act 2013 readwith Rule 8 of Companies (Accounts) Rules 2014 the company has prepared its ConsolidatedFinancial Statement including its subsidiary Premier Tissues (India) Limited which isforming part of the Annual Report.
Further pursuant to the provisions of Sec 136 of the Act the standalone financialstatements (including consolidated) of the company consolidated financial statementsalong with relevant documents and separate audited financial statements in respect ofsubsidiaries/ associates are available on the website of the company.
A Report on the salient features of the financial statements of Subsidiaries/ AssociateCompanies/ Joint Ventures prepared in form AOC-1 is provided as Annexure A.
There are no companies which have ceased to be its Subsidiaries joint ventures orassociate companies during the year under review
The Annual Audited Accounts of the Subsidiary company and the related detailedinformation will be made available to the Shareholders of the company at the RegisteredOffice of the company and on the company website www.rubfila.com under the sectionInvestor Relations.
Internal Financial Controls
Internal Financial Controls are an integrated part of the risk management processaddressing financial and -cial reporting risks. The internal financial controls have beendocumented digitised and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self-assessment continuous monitoring by functional expertsas well as testing of the internal financial control systems by the internal auditorsduring the course of their audits. We believe that these systems provide reasonableassurance that our internal financial controls are designed effectively and are operatingas intended or Material Orders passed by Regula
Extract of Annual Return
The Extract of Annual Return in Form No.MGT-9 as per ormaterialorderspassedby Section92 (3) read with Section 134 (3) (a) of the Companies Act 2013 is available on thewebsite of the company in the following web link: www.rubfila.com/investors
The company has maintained cost records as prescribed by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013 in respect of manufacturingactivities of the company.
The directors state that the applicable Secretarial Standards as prescribed theInstitute of company Secretaries of India i.e. SS-1 and SS-2 relating to Meetingsof the Board of Directors' and General Meetings' respectively have been dulyfollowed by the company.
Management Discussion Analysis Report
Management Discussion Analysis Report for the year under review as stipulated underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of the Annual
The report on Corporate Governance as stipulated under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms an integral part of this Report. Therequisite certificate -ditors of the company confirming compliance with the conditions ofcorporate governance is attached to the report on Corporate Governance.
Issue of Sweat Equity Shares
The company has not issued Sweat Equity Shares dur-finan ing the year under review andhence the disclosure as required under Section 54 read with rule 8(13) of Companies (ShareCapital and Debentures) Rules 2014 is not required to be made.
Equity Shares with Differential Voting Rights
The company has not issued Equity Shares with differential voting rights and hence thedisclosure as required under Section 43 read with rule 4(4) of Companies (Share Capitaland Debentures) Rules 2014 is not required to be made.
Change in nature of business by the subsidiaries:
There are no significant carried on by the subsidiaries of the company wherein theimpact of such changes is 10% or more of the consolidated turnover or consolidated networth of Rubfila International Limited.
Appreciation and Acknowledgement
The Board of Directors places on record its sincere thanks to the Government of Indiavarious State Governments and regulatory authorities in India.
Your Directors acknowledge with gratitude the co-operation and assistance given byKerala State Industrial Development Corporation Ltd M/s. Integrated Registry ManagementServices Pvt Ltd and other agencies of the Central and State government and StockExchanges for their wholehearted support.
The Directors record their sincere gratitude to the company's shareholders esteemedcustomers and all other well-wishers for their continued patronage.
Your Directors also wish to place on record the sincere-appreciation of servicesrendered by the employees at all the levels for the company's success.
| ||For and on behalf of Board of Directors |
| ||Chairman |
|Palakkad ||Hardik B Patel |
|27-07-2021 ||DIN 00590663 |