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Ruby Mills Ltd.

BSE: 503169 Sector: Industrials
NSE: RUBYMILLS ISIN Code: INE301D01026
BSE 00:00 | 23 Jul 279.05 1.70
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NSE 00:00 | 23 Jul 279.65 2.75
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OPEN

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HIGH

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OPEN 288.50
PREVIOUS CLOSE 277.35
VOLUME 7423
52-Week high 299.65
52-Week low 140.40
P/E 18.05
Mkt Cap.(Rs cr) 467
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 288.50
CLOSE 277.35
VOLUME 7423
52-Week high 299.65
52-Week low 140.40
P/E 18.05
Mkt Cap.(Rs cr) 467
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 104th AnnualReport of your company together with the Audited Balance Sheet and Profit & LossAccount for the year ended 31st March 2020.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended 31stMarch 2020 is summarized below:

SR. Particulars No.

For the year ended ( A In Lakh)

31st March 2020 31st March 2019
1. Total Revenue 19301 20090
2. Finance Costs 509 929
3. Depreciation and Amortization Expense 1201 1363
4. Profit before Tax 3787 2525
5. Provision for Tax including Current Tax adjustments of Earlier Years. 1083 911
6. Provision for Deferred Tax (66) (166)
7. Profit after Tax Prior period and Exceptional Items 2770 1780
8. Total comprehensive income for the period 2763 1765

2. STATE OF COMPANY'S AFFAIR

i) Textiles and Real Estate Division

The revenue from the textiles activity was A 15282 Lakhs as comparedto A 16279 Lakhs in the previous year. The operating profit for the year was A 902 Lakhsagainst A 719 Lakhs in the previous year.

The revenue from real estate and related activity was A 3025 Lakhs ascompared to A 2996 Lakhs in the previous year. The operating profit for the year was A2609 Lakhs as against A 2353 Lakhs in the previous year.

ii) Land Development at Dadar

As informed in the earlier meeting the approval of the MunicipalCommissioner to convert the building proposal in compliance of the Development ControlRegulations was received in 2018. However by the time the Company could make therequisite premium payment to the MCGM and Government the Development Plan 2034 wassanctioned for Mumbai and became effective in September 2018. Hence the Companyresubmitted its proposal as per Development Plan 2034 and has received the necessaryapproval in August 2019. The Company shall now take up further compliance and persuefurther which could not be completed due to COVID-19.

3. DIVIDEND

Your Directors have after assessing the need for corporaterequirement recommended a dividend at the rate of 35% p.a. i.e of A 1.75 (One RupeeSeventy Five paisa) per share on 16720000 equity shares of A 5/- each aggregating to A.292.60 lakh. The dividend was paid on 2nd March 2020. The aggregate outflow onaccount of the equity dividend for the year would be A 352.17 lacs including tax ondividend.

4. TRANSFER TO RESERVES

No amount has been transferred to General Reserve.

5. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES

During the year under review your Company did not have any subsidiaryassociate or joint venture company.

6. PUBLIC DEPOSITS

The Company has not accepted deposits from the public within themeaning of Section 73 of The Companies Act 2013 and rules framed there under.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Appointment / Reappointment

Shri. Purav H. Shah (DIN: 00123460) Whole-Time Directorand CEO of the Company will retire by rotation and being eligible for reappointment andnot being disqualified under section 164 of the Companies Act 2013 offers himself forre-appointment. The Board recommends his re-appointment.

Smt. Jasvanti Patel (DIN: 00153001) was appointed as anAdditional Independent Director of the Company for a first term of five consecutive yearscommencing from 4th March 2020 upto 3rd March 2025 in terms ofSection 149 and other applicable provisions of the Act and Rules made there under.

Appropriate resolution for appointment of the aforesaid Director isbeing moved at the ensuing Annual General Meeting which the Board recommends for yourapproval.

Shri Rahul G. Divan (DIN: 00001178) was appointed as anIndependent Director of the Company for a first term of five consecutive years commencingfrom 30th September 2020 upto 29th September 2025 in terms ofSection 149 and other applicable provisions of the Act and Rules made there under.

Appropriate resolution for appointment of the aforesaid Director isbeing moved at the ensuing Annual General Meeting which the Board recommends for yourapproval.

Shri Yogen S. Lathia (DIN: 00299334) was appointed as anIndependent Director of the Company for a second term of five consecutive years commencingfrom 29th December 2020 upto 28th December 2025 in terms ofSection 149 and other applicable provisions of the Act and Rules made there under.

Appropriate resolution for appointment of the aforesaid Director isbeing moved at the ensuing Annual General Meeting which the Board recommends for yourapproval.

Shri Deepak R. Shah (DIN: 06954206) was appointed as aNon-executive Non-Independent Director of the Company for a term of three consecutiveyears commencing from 30th September 2020 upto 29th September2023. In terms of Section 152 and other applicable provisions of the Act and Rules madethere under.

Appropriate resolution for appointment of the aforesaid Director isbeing moved at the ensuing Annual General Meeting which the Board recommends for yourapproval.

Resignation/ Cessation:

Shri Deepak R. Shah (DIN: 06954206) Cease to be anIndependent Director of the Company w.e.f. 29th September 2020 in terms ofSection 149 and other applicable provision of the act And Rules made their under.

(ii) Key Managerial Personnel

Appointment / Reappointment

The Board on recommendation of Nomination and Remuneration Committeeappointed Mr. Pranav Maru as the Company Secretary and Compliance officer of the Companywith effect from 2nd March 2020.

Resignation / Cessation

Ms. Naina Kanagat erstwhile Company Secretary and Compliance Officerof the Company resigned w.e.f. 25th October 2019.

(iii) Declaration by Independent Directors

The Company has received the necessary declarations from each ofIndependent Directors of the Company pursuant to Section 149(7) and provisions ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. Each of them meets the criteria of independence laid down in section149(6) of the Companies Act 2013 and Regulations of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and there hasbeen no change in the circumstances which may affect their status as independent directorduring the year.

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act 2013 and relevantRegulations of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out the annual performanceevaluation of its own performance and other Directors. A structured questionnaire wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance. A separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution independence ofjudgment.

Performance evaluation of independent directors was done by the entireboard excluding the independent director.

In a separate meeting of independent directors held on 22ndJuly 2020 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 2019-20 the Board met 5 (Five) times on the followingdates 30th May 2019 6th August 2019 20th September2019 11th November 2019 and 13th February 2020. For details ofthe meetings of the board please refer to the Corporate Governance Report which formspart of this report.

9. DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuringcompliance with the provisions of section 134(3)(c) read with section 134(5) of theCompanies Act 2013 in the preparation of the annual accounts for the year ended on 31stMarch 2020 and state that:-

i. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departuresif any;

ii. The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31stMarch 2020 and of the profit of the Company for the year on that date;

iii. The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

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

v. The Directors had laid down proper systems of internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

10. NOMINATION AND REMUNERATION POLICY

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

11. AUDIT COMMITTEE

The details pertaining to composition of audit committee are includedin the Corporate Governance Report which forms part of this report.

12. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

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

The Board of Directors of the Company has pursuant to the provisions ofSection 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meeting ofBoard and its Powers) Rules 2014 framed "Vigil Mechanism Policy" for Directorsand employees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc. which has been uploaded on the Company's website at thefollowing link -http://www.rubvmills.com/investors/policies/viqil-mechanismwhistle-blower-policv.

The employees of the Company have the right/option to report theirconcern/grievance to the Chairman of the Audit Committee. The Company is committed toadhere to the highest standards of ethical moral and legal conduct of businessoperations.

During the year under review no employee was denied access to theChairman of the Audit Committee.

13. RISK MANAGEMENT

The Board of Directors of the Company has designed Risk ManagementPolicy and Guidelines to avoid events situations or circumstances which may lead tonegative consequences on the Company's businesses and has defined a structured approach tomanage uncertainty and to make use of these in their decision making pertaining to allbusiness divisions and corporate functions. Key business risks and their mitigation areconsidered in the annual/strategic business plans and in periodic management reviews. Atpresent there is no identifiable risk which in the opinion of the Board may threaten theexistence of the Company.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inrespect of conservation of energy technology absorption foreign exchange earnings andoutgo are furnished in "Annexure A" which forms part of this Report.

15. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT-9 for the financial year ended31st March 2020 made under the provisions of Section 92(3) of the Act isattached as "Annexure B" which forms part of this Report.

16. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014 on CSR activities is attached as "AnnexureC" 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.rubvmills.com/investors/policies/corporate-social-responsibilitv-philosophv.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant and material orders werepassed by the regulators or courts or tribunals impacting the going concern status and theCompany's operations.

18. AUDITORS

(i) Statutory Auditors

At the 101st Annual General Meeting held on 27thSeptember 2017 the Members approved appointment of M/s. CNK & Associates LLPChartered Accountants (Firm Registration No. 101961W/W-100036) to hold office from theconclusion of the 101st Annual General Meeting until the conclusion of the 106thAnnual General Meeting subject to ratification at every Annual General Meeting on suchremuneration as may be fixed by the Board apart from reimbursement of out of pocketexpenses as may be incurred by them for the purpose of audit.

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

(ii) Secretarial Auditor

The Board has appointed M/s. Vikas R. Chomal & Associates CompanySecretaries in Practice to undertake the Secretarial Audit of the Company for thefinancial year 2019-2020. The Report of the Secretarial Audit Report is annexed herewithas "Annexure D".

(iii) Cost Auditor and Cost Audit Report

Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the accounts and records are required tobe maintained by the Company in respect of various manufacturing activities and arerequired to be audited. Accordingly such accounts and records are maintained in respectof various manufacturing activities. The cost audit report for the financial year 201819was filed with the Ministry of Corporate Affairs on 26th December 2019. Shri.Dakshesh H. Zaveri Cost Accountant has been appointed as Cost Auditor of the Company forthe F.Y. 2020-2021 to carry out the Cost Audit for auditing cost accounting Records inrespect of the Textile Segment of the Company and to submit Cost Audit Report to the Boardas required under Section 148 of the Companies Act 2013 and the Companies (Cost Recordsand Audit) Amendment Rules 2014. Accordingly a resolution seeking the members'ratification for the remuneration payable to Shri. Dakshesh H. Zaveri Cost Auditors interms of the resolution proposed to be passed is included in the Notice convening theAnnual General Meeting of the Company.

19. (i) Green Initiatives

Pursuant to Sections 101 and 136 of the Companies Act 2013 the Companywill be sending Annual Report through electronic mode i.e. email to all the shareholderswho have registered their email addresses with the Company or with the Depository toreceive Annual Report through electronic mode and initiated steps to reduce consumption ofpaper.

(ii) Human Resources

Employees are considered to be team members being one of the mostcritical resources in the business which maximize the effectiveness of the Organization.Human resources build the Enterprise and the sense of belonging would inculcate the spiritof dedication and loyalty amongst them towards strengthening the Company's polices andsystems. The Company maintains healthy cordial and harmonious relations with allpersonnel and thereby enhancing the contributory value of the Human Resources.

(iii) Environment and Safety

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances environmental Regulations andpreservation of natural resources. There was no major accident during the year.

20. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

No material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this report.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

There are adequate internal financial controls in place with referenceto the financial statements. During the year under review these controls were evaluatedand no significant weakness was identified either in the design or operation of thecontrols.

22. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions entered into by your Company during theFinancial Year 2019-20 were on arm's length basis and in the ordinary course of business.There are no material significant Related Party Transactions entered into by the Companywith Promoters Directors Key Managerial Personnel or other Designated Persons which mayhave a 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 is not applicable. Attention ofShareholders is also drawn to the disclosure of transactions with related parties as setout in Note No. 45 of Financial Statements forming part of the Annual Report.

23. PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas "Annexure E" and forms a part of this Report of the Directors.

There were no employees drawing remuneration of Rupees One Crore andTwo Lakhs per annum or more or Rupees Eight Lakhs Fifty Thousand per month or more duringthe year under review. However Shri. Hiren M. Shah Executive Chairman Shri. Bharat M.Shah Managing Director and Shri. Viraj M. Shah Managing Director drew a remuneration ofA 13428480/- per annum each during the year under review.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The Company has set up an Internal Complaints Committee (ICC) forproviding a Redressal mechanism pertaining to Sexual harassment of women employees atworkplace. There was no case/complaint received during the year under review.

25. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186

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

26. DISCLOSURE REQUIREMENTS

As per relevant regulations of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 Corporate GovernanceReport with auditor's certificate thereon and Management Discussion and Analysis areattached which form part of this Annual Report.

27. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

I. The Company has not issued any shares with differential rights andhence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)of the Companies (Share Capital and Debenture) Rules 2014 is furnished..

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

III. The Company has not issued any equity shares under Employees StockOption Scheme during the year under review and hence no information as per provisions ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

IV. During the year under review there were no instances ofnon-exercising of voting rights in respect of shares purchased directly by employees undera scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (ShareCapital and Debentures) Rules 2014 is furnished.

V. No orders have been passed by any Regulator or Court or Tribunalwhich can have an impact on the going concern status and the Company's operations infuture.

28. BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 the Business Responsibility Report describing theinitiatives taken by the Company from environmental social and governance perspective isattached as part of the Annual Report as "Annexure H".

29. CHANGE IN THE NATURE OF BUSINESS

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

30. SEGMENTS

The Company has two segments namely Textile and Real Estate &related. The Statement of accounts prepared and submitted are therefore of two segments.

31. AUSTERITY MEASURES TAKEN BY THE COMPANY

The COVID-19 pandemic and national lockdown from March 23 2020 hasadversely impact the Company. The company has taken several austerity measures to consercash require the operations of the company viz:-

Reduction in remuneration of Promoter members Mr. Hiren Shah-ExecutiveChairman and two Managing Directors Mr. Purav Shah Chief Executive Officer (CEO) andExecutive Director and Mr. Rishabh Shah President Initially by 30% since April 2020 andfuther reduction from June aggregating to 50%. Reduction in interest income payment acorssthe board are done with will be reviewed in due course.

Graded reduction in remuneration of all the employees of the Company by30% from the salary w.e.f. April 2020 which will be reviewed in due course.

32. ACKNOWLEDGEMENT

Your Directors thank all the shareholders all employees of theCompany customers suppliers Government Authorities Financial Institutions and bankersfor their continued support.

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: 11th November 2020 DIN: 00071077

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