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Ruby Mills Ltd.

BSE: 503169 Sector: Industrials
NSE: RUBYMILLS ISIN Code: INE301D01026
BSE 00:00 | 20 May 389.80 7.75
(2.03%)
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383.00

HIGH

394.90

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383.00

NSE 00:00 | 20 May 390.40 9.95
(2.62%)
OPEN

388.05

HIGH

395.00

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387.10

OPEN 383.00
PREVIOUS CLOSE 382.05
VOLUME 1620
52-Week high 500.15
52-Week low 192.10
P/E 20.98
Mkt Cap.(Rs cr) 652
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 383.00
CLOSE 382.05
VOLUME 1620
52-Week high 500.15
52-Week low 192.10
P/E 20.98
Mkt Cap.(Rs cr) 652
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ruby Mills Ltd. (RUBYMILLS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 105th (Hundred and Fifth) AnnualReport of your company together with the Audited Balance Sheet and Profit & LossAccount for the year ended 31st March 2021.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March 2021is summarized below:

SR. No Particulars For the year ended (Rs. In Lakhs)
31st March 2021 31st March 2020
1. Total Revenue 13351 19301
2. Finance Costs 787 509
3. Depreciation and Amortization Expense 841 1201
4. Profit before Tax 3221 3787
5. Provision for Tax including Current Tax adjustments of Earlier Years. 571 1083
6. Provision for Deferred Tax 65 (66)
7. Profit after Tax Prior period and Exceptional Items 2585 2770
8. Total comprehensive income for the period 2622 2763

2. STATE OF COMPANY'S AFFAIR

i) Textiles and Real Estate Division

The revenue from the textiles activity was ' 9360 Lakhs (Nine Thousand ThreeHundred Sixty Lakhs) as compared to ' 15282 Lakhs (Fiftheen Thousand Two HundredEighty Two Lakhs) in the previous year. The operating profit for the year was ' 601Lakhs (Six Hundred and One Lakhs) against ' 902 Lakhs (Nine Hundred and Two Lakhs)in the previous year.

The revenue from real estate and related activity was ' 2973 Lakhs (NineThousand Three Hundred Sixty Lakhs) as compared to ' 3025 Lakhs (Three Thousandand Twenty Five Lakhs) Lakhs in the previous year. The operating profit for the year was '2624 Lakhs (Two Thousand Six Hundred Twenty Four Lakhs) as against ' 2609 Lakhs(Two Thousand Six Hundred and Nine Lakhs) Lakhs in the previous year.

ii) Land Development at Dadar

The Company has obtained in principle approval of the Municipal Corporation of GreaterMumbai (MCGM) in August 2019. Due to frequent lockdown restrictions due to COVID 19 theprocess of further compliances is delayed and expected to take off in the currentfinancial years.

3. DIVIDEND

Your Directors have after assessing the need for corporate requirement recommended adividend at the rate of 15% i.e. of ' 0.75 per share on 16720000 equity sharesof ' 5/- each aggregating to ' 125.40 Lakhs subject to TDS.

4. TRANSFER TO RESERVES

No amount has been transferred to General Reserve

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

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

6. PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 73of The Companies

Act 2013 and rules framed there under.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Appointment / Reappointment

• Shri Rahul G. Divan (DIN: 00001178) was appointed as an Independent Directorof the Company for a first term of five consecutive years commencing from 30thSeptember 2020 upto 29th September 2025 in terms of Section 149 and otherapplicable provisions of the Act and Rules made there under..

• Shri Yogen S. Lathia (DIN: 00299334) was appointed as an IndependentDirector of the Company for a second term of five consecutive years commencing from 29thDecember 2020 upto 28th December 2025 in terms of Section 149 and otherapplicable provisions of the Act and Rules made there under.

• Shri Deepak R. Shah (DIN: 06954206) was appointed as a Non-executiveNon-Independent Director of the Company for a term of three consecutive years commencingfrom 30th September 2020 upto 29th September 2023. In terms ofSection 152 and other applicable provisions of the Act and Rules made there under.

• Shri. Hiren M. Shah (DIN: 00071077) Executive Director and Chairman of theCompany will retire by rotation and being eligible for reappointment and not beingdisqualified under section 164 of the Companies Act 2013 offers himself forre-appointment. The Board recommends his re-appointment.

Resignation/ Cessation:

• Shri Pradeep N. Kapasi (DIN: 01275033) Ceases to be an Independent Directorof the Company w.e.f. 17th December 2020 in terms of Section 149 and otherapplicable provisions of the Act and Rules made there under.

• Smt. Aruna M. Shah (DIN: 00070999) Non Executive Director of he Companyresigned as Director w.e.f. 16th March 2021 of the Company and appointed asChairman Emiratus w.e.f. 16th March 2021.

(ii) Key Managerial Personnel Resignation/ Cessation:

Mr. Pranav Maru erstwhile Company Secretary and Compliance Officer of the Companyresigned w.e.f. 14th February 2021.

(iii) Declaration by Independent Directors

The Company has received the necessary declarations from each of Independent Directorsof the Company pursuant to Section 149(7) and provisions of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements)Regulations 2015. Each of themmeets the criteria of independence laid down in section 149(6) of the Companies Act 2013and Regulations of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and there has been no change in thecircumstances which may affect their status as independent director during the year.

(iv) Annual Evaluation of Board

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

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

In a separate meeting of independent directors held on 22nd July 2020 and 2ndMarch 2021 performance of non independent directors performance of the board as a wholeand performance of the Chairman was reviewed and evaluated taking into account the viewsof executive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the Independent Directors.

(v) Number of Board Meetings

During the year 2020-21 the Board met 5 (Five) times on the following dates 8thMay 202031st July 2020 30th September 2020 11thNovember 2020 and 11th February 2021. For details of the meetings of theboard please refer to the Corporate Governance Report which forms part of this report.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on 31st March 2021 and state that:-

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

ii. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2021 and ofthe profit of the Company for the year on that date;

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

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

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

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

9. NOMINATION AND REMUNERATION POLICY

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

The potential candidates for appointment to the Board including Independent Directorsappointed during the year areare inter alia evaluated on the basis of highest level ofpersonal and professional ethics standing integrity values and character; appreciationof the Company's vision mission values and prominence in business institutions orprofessions and professional skill knowledge and expertise and financial literacy andsuch other competencies and skills as may be considered necessary. In addition to theabove the candidature of an Independent Director is also evaluated in terms of thecriteria for determining independence as stipulated under the Act the Listing Regulationsand other applicable regulations and guidelines .

10. AUDIT COMMITTEE

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

11. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

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

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

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations.

During the year under review no employee was denied access to the Chairman of the AuditCommittee.

12. RISK MANAGEMENT

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and has defined a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews. At presentthere is no identifiable risk which in the opinion of the Board may threaten the existenceof the Company.

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

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

14. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return for the financial year ended 31st March 2021made under the provisions of Section 92(3) of the Act is uploaded on website of theCompany and link for the same is link-http://www. rubymills.com/investors/annualreport/extract of annual return.

15. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014 on CSR activities is attached as "AnnexureB" and forms a part of this Report. For other details regarding the CSRCommittee please refer to the Corporate Governance Report which forms part of thisreport. The Corporate Social Responsibility policy has been uploaded on the Company'swebsite at the following link -http://www.rubymills.com/investors/policies/corporate-social- responsibility-philosophy

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

17. AUDITORS

(i) Statutory Auditors

At the 101st Annual General Meeting held on 27th September 2017the Members approved appointment of M/s. CNK & Associates LLP Chartered Accountants(Firm Registration No. 101961W/ W-100036) to hold office from the conclusion of the 101stAnnual General Meeting until the conclusion of the 106th Annual General Meeting subject toratification at every Annual General Meeting on such remuneration as may be fixed by theBoard apart from reimbursement of out of pocket expenses as may be incurred by them forthe purpose of audit.

On 7th May 2018 Section 40 of the Companies Amendment Act 2017 (amendingSection 139 of the Companies Act 2013) has been notified whereby ratification ofStatutory Auditor's appointment is not required at every Annual General Meeting.

The Report given by M/s. CNK & Associates LLP Statutory Auditors on the financialstatements of the Company for the financial year 2020-21 is part of this Annual Report.The Auditors' Report does not contain any qualification reservation adverse remark ordisclaimer. During the year under review the Auditors had not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed under Section134 (3)(ca) of the Act.

(ii) Secretarial Auditor

The Board has appointed M/s. Vikas R. Chomal & Associates Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the financial year2020-2021. The Report of the Secretarial Audit Report is annexed herewith as "AnnexureC". The Secretarial Audit Report does not contain any qualification reservationor adverse remark.

(iii) Cost Auditor and Cost Audit Report

Pursuant to Section 148 of the Companies Act 2013 readwith The Companies (Cost Recordsand Audit) Rules 2014 the accounts and records are required to be maintained by theCompany in respect of various manufacturing activities and are required to be audited.Accordingly such accounts and records are maintained in respect of various manufacturingactivities. The cost audit report for the financial year 2019-20 was filed with theMinistry of Corporate Affairs on 27th January 2021. Shri. Dakshesh H. ZaveriCost Accountant has been appointed as Cost Auditor of the Company for the F.Y. 2021-2022to carry out the Cost Audit for auditing cost accounting Records in respect of theTextile Segment of the Company and to submit Cost Audit Report to the Board as requiredunder Section 148 of the Companies Act 2013 and the Companies (Cost Records and Audit)Amendment Rules 2014. Accordingly a resolution seeking the members' ratification for theremuneration payable to Shri. Dakshesh H. Zaveri Cost Auditors in terms of theresolution proposed to be passed is included in the Notice convening the Annual GeneralMeeting of the Company.

18. (i) Green Initiatives

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

(ii) Human Resources

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

(iii) Environment and Safety

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

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

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

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

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

21. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions entered into by your Company during the Financial Year2020-21 were on arm's length basis and in the ordinary course of business. There are nomaterial significant Related Party Transactions entered into by the Company withPromoters Directors Key Managerial Personnel or other Designated Persons which may havea potential conflict with the interest of the Company. Prior approval of the AuditCommittee and the Board of Directors of the Company was obtained for all the Related PartyTransactions. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC-2 which is not applicable.Attention of Shareholders is also drawn to the disclosure of transactions with relatedparties as set out in Note No. 45 of Financial Statements forming part of the AnnualReport.

22. PARTICULARS OF EMPLOYEES

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

There were no employees drawing remuneration of Rupees One Crore and Two Lakhs perannum or more or Rupees Eight Lakhs Fifty Thousand per month or more during the year underreview. However Shri. Hiren M. Shah Executive ChairmanShri. Bharat M. Shah ManagingDirector and Shri. Viraj M. Shah Managing Director drew a remuneration of ' 65.84Lakhs per annum each during the year under review.

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

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

24. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186

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

25. DISCLOSURE REQUIREMENTS

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

26. GENERAL DISCLOSURES

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

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

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

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

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

V During the year under review there areis no instances of loan borrowedfromDdirectors by the company. Therefore no declaration is required under Rule 2(1)(c)(viii)of Companies (Acceptance of Deposits) Rules 2014.

VI. During the year under review there was no occasion where the Board has notaccepted any recommendation of the Audit Committee

27. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of Company's business during the year under review.

28. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Act read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 ('the rules') as amended upto dateafter completion of seven years all the unpaid or unclaimed dividends are required to betransferred by the Company to the IEPF established by the Central Government.

Further according to the said Rules the shares in respect of which dividend has notbeen paid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority.

29. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

As required under Section 124 of the Act the Unclaimed Dividend amount aggregating to '41636/- (RupeesForty One Thousand Six Hundred Thirty Six)lying unclaimed for a period ofseven years was transferred during the financial year 2020-21 to the Investor Educationand Protection Fund (IEPF) established by the Central Government.

Members are requested to note that even after the transfer to IEPF as abovesaidabovesaid the unclaimed dividend amount and the shares transferred to IEPF Suspense Accountboth can be claimed by making an online application in Form IEPF-5 and sending thephysical copy of the same duly signed (as per specimen signature registered with theCompany/RTA) along with requisite documents enumerated in the said Form IEPF-5 to theCompany at its registered office or to the RTA.

The IEPF Rules and the application form (Form IEPF-5) as prescribed by the Ministry ofCorporate Affairs are available on the website of the Ministry of Corporate Affairs atwww.iepf.gov.in.

30. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year 2020-21 your Company has complied with applicableSecretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of the Board of Directors'and 'General Meetings' respectively as notified by the Institute of Company Secretaries ofIndia.

31. SEGMENTS

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

32. ACKNOWLEDGEMENT

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

You Directors look forward to their continued support in future.

For and on behalf of the Board of Directors The Ruby Mills Limited
Hiren M. Shah
Place: Mumbai Executive Chairman
Dated: 13th August 2021 DIN: 00071077

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