Your Directors are pleased to present the 103rd Annual Report of yourcompany together with the Audited Balance Sheet and Profit & Loss Account for the yearended 31st March 2019.
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March 2019is summarized below:
| || |
For the year ended ( Rs In Lakh)
|SR. No. Particulars ||31st March 2019 ||31st March 2018 |
|1. Total Revenue ||20090 ||20798 |
|2. Finance Costs ||929 ||1051 |
|3. Depreciation and Amortization Expense ||1363 ||1547 |
|4. Profit before Tax ||2525 ||3699 |
|5. Provision for Tax including Current Tax adjustments of Earlier Years ||911 ||1237 |
|6. Provision for Deferred Tax ||(166) ||(1054) |
|7. Profit after Tax Prior period and Exceptional Items ||1780 ||3516 |
|8. Total comprehensive income for the period ||1765 ||3551 |
2. STATE OF COMPANY'S AFFAIR
i) Textiles and Real Estate Division
The revenue from the textiles activity was Rs 16279 Lakh as compared to Rs 16840 Lakhin the previous year. The operating profit for the year was Rs 719 Lakh against Rs 1935Lakh in the previous year.
The revenue from real estate and related activity was Rs 2996 Lakh as compared to Rs3097 Lakh in the previous year. The operating profit for the year was Rs 2353 Lakh asagainst Rs 2197 Lakh in the previous year.
ii) Land Development at Dadar
As informed in the earlier meeting the approval of the Municipal Commissioner toconvert the building proposal in compliance of the Development Control Regulations wasreceived in 2018. However by the time the Company could make the requisite premiumpayment to the MCGM and Government the Development Plan 2034 was sanctioned for Mumbaiand became effective in September 2018. Hence the Company resubmitted its proposal asper Development Plan 2034 and has received the necessary approval in August 2019.Further compliances will enable further occupation permission for the entire building.
Your Directors have after assessing the need for corporate requirement recommended adividend at the rate of 35% i.e of Rs 1.75 (One Rupee Seventy Five paisa) per share on16720000 equity shares of Rs 5/- each aggregating to Rs 292.60 lakh. The dividend willbe paid after your approval at the ensuing Annual General Meeting. The aggregate outflowon account of the equity dividend for the year would be Rs 352.17 lakh (inclusive ofDividend Tax of Rs 59.56 lakh).
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
Appointment / Reappointment
Shri. Bharat M. Shah (DIN: 0071248) Managing Director of the Company willretire by rotation and being eligible for re-appointment and not being disqualified undersection 164 of the Companies Act 2013 offers himself for re-appointment. The Boardrecommends his re-appointment.
Approval of members required at the ensuing Annual General Meeting forre-appointment of Shri. Shardul J. Thacker (DIN: 00153001) as an IndependentDirector of the Company for a second term of five consecutive years commencing from 24thSeptember 2019 upto 23rd September 2024 in terms of Section 149 and otherapplicable provisions of the Act and Rules made there under.
There are no changes in the composition of the Board of Directors.
(ii) Key Managerial Personnel Appointment / Reappointment
The Board on recommendation of Nomination and Remuneration Committee appointed Ms.Naina R. Kanagat as the Company Secretary and Compliance officer of the Company witheffect from 30th May 2018.
Resignation / Cessation
Mrs. Kanika Kabra erstwhile Company Secretary and Compliance Officer of the Companyresigned w.e.f. 3rd April 2018.
(iii) Declaration by Independent Directors
The Company has received the necessary declarations from each of the IndependentDirectors of the Company pursuant to Section 149(7) and provisions of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. Each of them meets the criteria of independence laid down in section 149(6) of theCompanies Act 2013 and Regulations of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and there has been no change inthe circumstances 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 independence of judgment.
Performance evaluation of independent directors was done by the entire board excludingthe independent director.
In a separate meeting of independent directors held on 26th March 2019performance of non-independent directors performance of the board as a whole andperformance of the Chairman was reviewed and evaluated taking into account the views ofexecutive 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 2018-19 the Board met 5 (Five) times on the following dates 30thMay 2018 14th August 2018 28th September 2018 2ndNovember 2018 and 13th February 2019. The Company has complied SecretarialStandards in respect of all the above Board Meetings. For details of the meetings of theboard please refer to the Corporate Governance Report which forms part of this report.
9. 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 2019 andstate 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 2019 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;
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.
10. 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 whichhas been uploaded on the Company's website is at the following link-http://www.rubymills.com/investors/policies/nomination-cum-remuneration-policy.
11. AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the CorporateGovernance 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 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 (Meeting 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.
13. 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.
14. 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.
15. EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return in Form MGT-9 for the financial year ended 31stMarch 2019 made under the provisions of Section 92(3) of the Act is attached as "AnnexureB" which forms part of this Report.
16. CORPORATE SOCIAL RESPONSIBILITY:
The Annual Report in the format prescribed in the Companies (Corporate SocialResponsibility 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 were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations.
(i) Statutory Auditors
At the 101st Annual General Meeting held on 27th September 2017the Members approved the appointment of M/s. CNK & Associates LLP CharteredAccountants (Firm Registration No. 101961W/W-100036) to hold office from the conclusion ofthe 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 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.
(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 year2018-2019. The Report of the Secretarial Audit Report is annexed herewith as "AnnexureD"
(iii) Cost Auditor and Cost Audit Report
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis required to maintain Cost Records under Rule 3 of the said Rules. Accordingly thecompany has duly maintained the Cost Records in the format prescribed in Form CRA-1 underRule 5 of the said Rules.
During the year under review Shri. Dakshesh H. Zaveri Cost Accountant has beenappointed as Cost Auditor of the Company for the F.Y. 2018-2019 to carry out the CostAudit for auditing cost accounting Records in respect of the Textile Segment of theCompany and to submit Cost Audit Report to the Board as required under Section 148 of theCompanies Act 2013 and the Companies (Cost Records and Audit) Amendment Rules 2014.
19. (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 policies 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.
20. 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.
21. 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.
22. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All Related Party Transactions entered into by your Company during the Financial Year2018-19 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 is not applicable. Attention ofShareholders is also drawn to the disclosure of transactions with related parties as setout in Note No. 42 of Financial Statements forming part of the Annual Report.
23. 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 "AnnexureE" and forms part of this Report of the Directors.
There were no employees drawing remuneration of Rupees One Crore and Two Lakh per annumor more or Rupees Eight Lakh Fifty Thousand per month or more during the year underreview. However Late Shri Manharlal Shah drew a remuneration of Rs 1250000/- per monthas Chairman Emeritus of the Company and Shri. Hiren M. Shah Executive Chairman Shri.Bharat M. Shah Managing Director and Shri. Viraj M. Shah Managing Director drew aremuneration of Rs 12990400/- per annum each during the year under review.
24. 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 were nocases/ 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 the Companies Act 2013forms part of the notes to financial statements provided in this Annual Report.
26. DISCLOSURE REQUIREMENTS:
As per relevant regulations of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Management Discussion andAnalysis Report and Corporate Governance Report with auditor's certificate thereon formspart of this Annual Report.
27. 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 is furnished.
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 is furnished.
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 2014 is furnished.
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. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.
28. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of Company's business during the year under review.
The Company has two segments namely Textile and Real Estate and related. The Statementof accounts
prepared and submitted are therefore of two segments.
Your Directors thank all the shareholders all employees of the Company customerssuppliers Government
Authorities Financial Institutions and bankers for 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: 6th August 2019 ||DIN: 00071077 |