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Rupa & Company Ltd.

BSE: 533552 Sector: Industrials
NSE: RUPA ISIN Code: INE895B01021
BSE 00:00 | 27 Jan 266.35 -9.65
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NSE 15:58 | 27 Jan 266.80 -9.05
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OPEN 280.95
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VOLUME 21190
52-Week high 585.05
52-Week low 263.70
P/E 15.60
Mkt Cap.(Rs cr) 2,117
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 280.95
CLOSE 276.00
VOLUME 21190
52-Week high 585.05
52-Week low 263.70
P/E 15.60
Mkt Cap.(Rs cr) 2,117
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rupa & Company Ltd. (RUPA) - Director Report

Company director report

for the Financial Year ended March 31 2022

Dear Shareholders

Your Directors take pleasure in presenting the 37th Annual Report on thebusiness and operations of the Company along with the Audited Standalone and ConsolidatedFinancial Statements for the year ended March 31 2022.

FINANCIAL HIGHLIGHTS

The financial performance of the Company during the year under review as compared toprevious financial year is summarized hereunder:

Particulars

Standalone

Consolidated

2021-22 2020-21 2021-22 2020-21
Revenue from Operations 142867.48 128740.17 147413.86 131267.15
Profit before Finance Costs Tax Depreciation/ Amortization 27780.06 26319.86 27932.85 26462.85
(PBITDA)
Less: Finance Costs 1870.46 1342.91 1872.16 1343.31
Profit before Tax Depreciation/Amortization (PBTDA) 25909.60 24976.95 26060.69 25119.54
Less: Depreciation 1383.69 1373.14 1389.24 1378.98
Profit before Tax (PBT) 24525.91 23603.81 24671.45 23740.56
Less: Tax Expense 5449.91 6211.77 5487.36 6214.66
Net Profit after Tax (PAT) 19076.00 17392.04 19184.09 17525.90
Other Comprehensive Income 18.82 17.29 19.58 17.27
Total Comprehensive Income for the year 19094.82 17409.33 19203.67 17543.17

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The Company achieved a Turnover of Rs.142867.48 lakhs during the financial year2021-22 as against Rs. 128740.17 lakhs in 2020-21 registering a growth of 10.97% overthe last year. During the year the Profit before Finance Charges Depreciation and Taxstood at Rs. 27780.06 lakhs as against Rs. 26319.86 lakhs during the previous year anincrease of 5.55% in comparison to previous year. The Net Profit for the year 2021-22stood at Rs. 19076.00 lakhs as compared to Rs. 17392.04 lakhs during the previousyear a growth of 9.68 % over the last year.

On consolidated basis the Turnover for the year 2021-22 was Rs. 147413.86 lakhs asagainst Rs. 131267.15 lakhs in 2020-21 registering a growth of 12.30 % over the lastyear. The Profit before Finance Charges Depreciation and Tax stood at

Rs. 27932.85 lakhs during 2021-22 as against Rs. 26462.85 lakhs during the previousyear an increase of 5.55 % in comparison to previous year. The Net Profit for the year2021-22 stood at Rs. 19184.09 lakhs as compared to Rs. 17525.90 lakhs during theprevious year a growth of 9.46% over the last year. The second wave of Covid-19 disruptedthe operation of the Company in the starting of the financial year but the strong salesand distribution network helped the Company to overcome the hurdles during the subsequentquarters. The Company has been proactive to support its entire workforce in best possiblemanner during the entire distress period and Work from Home (WFH) model was part of theworking structure wherever necessary.

The Company continues to maintain its performance despite all the challenges and hasseen a growth across all our financial parameters including Revenue EBITDA and PAT. TheCompany delivered increased revenues and profitability on back of operationalefficiencies better product mix and cost specialization programs. In view of the robustperformance the Board of Directors have recommended a final dividend of Rs. 3/- perequity share for the financial year ended March 31 2022.

The Company is engaged in the manufacturing marketing sales and distribution ofinnerwear thermal wear and casual wear for men women and kids segment and serves allsections of the society with its economy mid-premium premium and super-premium ranges.The Company has over 18 sub-brands and 9000 SKUs (Stock Keeping Units) which includesbrands like Frontline Jon Air Macroman Euro Bumchums Torrido Thermocot KidlineFootline and Softline. The Company also has premium brand like Macroman M-Series andMacrowoman W-Series which includes products like innerwear lingerie active wear andleisurewear. After the restructuring of Oban Fashions Private Limited Wholly-ownedSubsidiary of the Company the premium brands ‘FCUK’ and ‘Fruit of theLoom’ or ‘FOTL’ now forms part of the Company’s product portfolio.

In order to nurture its brands the Company has been consistently involved in robustadvertisement and brand promotion activities and have engaged leading celebritiesincluding Ranveer Singh and Kiara Advani for endorsement of its products. The Companyalways endeavor’s to be responsive towards the changing fashion needs by introducingnew line of products across all segments where the product has a latest fabric innovationand advance design element to give the finest style and comfort to the end user. The maleinnerwear segment contributes significantly to the Company’s business in comparisonto the female innerwear segment. Presently the Company is catering to female innerwearand loungewear space through its brands Jon and Softline for economy and premium category;and Macrowoman W-Series for super-premium category. The Company is continuously strivingat strengthening its children and women’s segment as the same has a lower presence oforganized players and hence provide a huge opportunity for the Company. The Company isalso reinforcing high growth segment like Athleisure and Thermal wear segment.

The Company is one of the leaders in the innerwear garments industry and has a largedistribution network consisting of 4 central warehouses 20 EBOs (Exclusive BrandOutlets) more than 1500 dealers and 150000 retailers. As a part of strategy the Companyis expanding in new areas like South India by building new distributor network. TheCompany is also enhancing its availability through presence in e-commerce MBOs(Multi-Brand Outlets) and LFRs (Large Format Retail Stores). The Company has tied-up withleading online/ offline stores in this regard during the last financial year and isaggressively focusing on expanding e-commerce and EBO business. The Company is alsoexpanding in new international geographies in its export business.

The Company has manufacturing facilities situated at Howrah Kolkata TiruppurBengaluru and Ghaziabad and have sales offices situated at Kolkata Patna Mumbai DelhiGhaziabad Bengaluru and Tiruppur. The Company follows efficient business strategy byoutsourcing low end and labour intensive work and utilizes its resources on key areasinvolving value addition product differentiation branding and distribution.

SCHEME OF ARRANGEMENT

The Scheme of Arrangement ("Scheme") for the demerger of premium brandundertaking (i.e. business pertaining to brands "FCUK" and "FOTL") ofWholly-owned Subsidiary of the Company Oban Fashions Private Limited ("Oban")into the Company as was approved by the Board of Directors of the Company in its meetingheld on December 9 2020 was duly approved by the Hon’ble NCLT Kolkata videorder dated July 26 2021 with effect from Appointed Date April 1 2021. The Certifiedcopy of the Order was filed with the Registrar of Companies West Bengal on August 122021. The Hon’ble Mumbai Bench has heard the matter on November 25 2021 and videOrder dated November 25 2021 (uploaded on NCLT’s website on January 5 2022) hassanctioned the said Scheme with effect from the Appointed date i.e. April 1 2021. TheCertified copy of the Order of the Hon’ble Mumbai Bench was filed with the Registrarof Companies Maharashtra on January 17 2022. Accordingly the demerger became effectiveon January 17 2022 w.e.f. Appointed Date April 1 2021.

SUBSIDIARIES

The Company has the following 5 (five) Wholly-owned Subsidiaries as on March 31 2022:

(i) Euro Fashion Inners International Private Limited which was earlier engagedin selling hosiery premium products under the brand name "EURO" has transferredits Business Operations to the Company through a Business

Collaboration Agreement effective from April 1 2014 and gets royalty from the Companyfor using the brand EURO in its business.

During the Financial Year under review the Revenue from Operations including OtherIncome was Rs. 17.55 lakhs as against Rs. 12.26 lakhs during the previous year. NetProfit during the year was Rs. 5.35 lakhs as compared to Rs. 3.48 lakhs during theprevious year.

(ii) Imoogi Fashions Private Limited is engaged in manufacturing processing andselling of premium category hosiery and casual wear products for female and kids segmentsunder the brand name "Femmora". During the Financial Year under review theRevenue from Operations including Other Income was Rs. 389.48 lakhs as against Rs.243.64 lakhs during the previous year. Net Profit during the year was Rs. 11.06 lakhs ascompared to Rs. 4.35 lakhs during the previous year.

(iii) Oban Fashions Private Limited

Oban Fashions Private Limited had exclusive license with respect to brands"FCUK" from the French Connection Limited and the brand "Fruit of theLoom" from Fruit of the Loom Inc a New York Corporation being a Wholly-ownedSubsidiary of Berkshire Hathaway Company to develop manufacture market and sellinnerwear and related products under the respective brand names in India.

Oban entered into a Scheme of Arrangement ("Scheme") for demerger of itspremium brand undertaking (i.e. business pertaining to brands "FCUK" and"FOTL") into the Company and the same became effective on January 17 2022w.e.f. Appointed Date April 1 2021. After the demerger Oban is currently engaged intrading of Yarn.

During the Financial Year under review the Revenue from Operations including OtherIncome was Rs. 4449.54 lakhs as against Rs. 5385.94 lakhs during the previous year.Net Profit during the year was Rs. 92.31 lakhs as compared to loss of Rs. 570.21 lakhsduring the previous year.

(iv) Rupa Fashions Private Limited was incorporated as Wholly-owned Subsidiaryof the Company on December 11 2019 with the object inter alia to be engaged inmanufacturing and trading activities etc. During the Financial Year under review therewas no Revenue from Operations and the Net Loss during the year under review was Rs. 0.39lakhs as against Rs. 0.45 lakhs in the previous year.

(v) Rupa Bangladesh Private Limited was incorporated as Wholly-owned Subsidiaryof the Company in Dhaka Bangladesh on September 1 2019 with the object inter aliato be engaged in manufacturing activities in Bangladesh. During the Financial Year underreview there was no Revenue from Operations and the Net Loss during the year under reviewwas Rs. 0.22 lakhs as against Rs.1.22 lakhs in the previous year.

None of the above mentioned subsidiaries are ‘Material Subsidiary’ in termsof Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as ‘Listing Regulations’).

The statement in Form AOC-1 containing the salient features of the aforesaidsubsidiaries has been separately annexed hereto in terms of the first proviso to theSection 129(3) of the Companies Act 2013 including any subsequent amendment thereto (the‘Act’) read with Rule 5 of the Companies (Accounts) Rules 2014. Further thecontribution of these subsidiaries to the overall performance of the Company is providedunder the Notes to the Consolidated Financial Statements. The Audited FinancialStatements together with the Consolidated Financial Statements of the Company and otherrelated information and the Audited Accounts of the Company’s subsidiaries are alsoavailable on the website of the Company at www.rupa.co.in. The Annual Accounts of thesubsidiaries and the related detailed information shall be made available to the Membersof the Company seeking such information at any point of time. The Members may request forsuch information by writing to the Company Secretary at the registered office of theCompany. The copies of the Annual Accounts of the subsidiaries shall remain open forinspection by the Members at the Company’s registered office.

Except as stated hereinabove the Company did not have any other subsidiary jointventure or associate company during the year under review.

CHANGE(S) IN THE NATURE OF BUSINESS

During the year under review there was no change in the nature of the business of theCompany.

CAPITAL STRUCTURE & CHANGES IN SHARE CAPITAL

During the year under review there were no changes in the Share Capital of theCompany.

DIVIDEND

Your Company has adopted a Dividend Distribution Policy in accordance with theprovisions of Regulation 43A of Listing Regulations. The Policy lays down variousparameters to be considered by the Board before declaration/recommendation of dividend tothe members of the Company. The Dividend Distribution Policy is available on the websiteof the Company athttp://rupa.co.in/livesite/wp-content/uploads/2018/12/Dividend-Distribution-Policy.pdf.Your Directors are pleased to recommend a final dividend of Rs. 3/- per equity share offace value of Rs. 1 each for the financial year ended March 31 2022. The final dividendon the equity shares if approved by the members as above would involve an outflow of Rs.2385.74 lakhs towards dividend.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND AND EQUITY SHARES TO THE IEPF AUTHORITY

In terms of Section 125 of the Act read with rules made thereunder the Company isrequired to transfer the unpaid/ unclaimed dividend amounts which remained unclaimed forseven years from the date of such transfer to the Investor Education and Protection Fund(IEPF) set up by the Central Government. Further all shares in respect of which dividendhas not been paid or claimed for seven consecutive years shall also be transferred by theCompany to the IEPF. During the year ended March 31 2022 the Company has transferredunclaimed and unpaid dividend for the Financial Year 2013-14 amounting to Rs. 179980/-(Rupees One Lakh Seventy-Nine Thousand Nine Hundred and Eighty only) to the IEPF withinthe due date.

Further during the year ended March 31 2022 4002 Equity Shares of Re. 1/- eachheld by 3 shareholders in aggregate whose dividends have remained unpaid or unclaimedfor a period of seven consecutive years or more has been transferred to the demat accountof the IEPF Authority within the due date.

The unpaid/unclaimed dividend for the Financial Year 2014-15 will be due for transferto the IEPF on October 22 2022. Shareholders are requested to kindly check the status oftheir unpaid or unclaimed dividend available at the website of the Company athttps://rupa.co.in/unpaid-dividend/.

TRANSFER TO RESERVES

No amount is proposed to be transferred to General Reserve during the financial year2021-22.

DIRECTORS

As on March 31 2022 the Board consisted of 12 (twelve) Directors comprising of 6(six) Independent Directors including a woman director. The position of the Chairman ofthe Board and the Managing Director are held by separate individuals wherein the Chairmanof the Board is an Executive Director. No changes in the Directors have taken place duringthe period under review. The profile of all the Directors can be accessed on theCompany’s website at https://rupa.co.in/ board-members/.

None of the Directors of the Company have incurred any disqualification under Section164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification ofDirectors) Rules 2014. All the Directors have confirmed that they are not debarred fromaccessing the capital market as well as from holding the office of Director pursuant toany order of Securities and Exchange Board of India or Ministry of Corporate Affairs orany other such regulatory authority. In the view of the Board all the directors possessthe requisite skills expertise integrity competence as well as experience consideredto be vital for business growth. The detailed analysis of various skills qualificationsand attributes as required and available with the Board has been presented in theCorporate Governance Report.

Pursuant to the provisions of Section 152(6) (d) of the Act read with Companies(Appointment and Qualification of Directors) Rules 2014 and Articles of Association ofthe Company Mr. Ghanshyam Prasad Agarwala (DIN: 00224805) and Mr. Mukesh Agarwal (DIN:02415004) will retire by rotation at the ensuing Annual General Meeting and being eligiblehas offered themselves for re-appointment.

The Board of Directors at its meeting held on May 23 2022 re- appointed Mr. NirajKabra (DIN: 08067989) as Whole-time Director of the Company for a further period of fiveyears with effect from February 12 2023 and has appointed Mr. Vikash Agarwal (DIN:00230728) as Additional Director (Whole-time Category) and Mr. Sunil RewachandChandiramani (DIN: 00524035) as Additional Director (Independent Category) w.e.f May 232022.

Information regarding the directors seeking appointment/re-appointment as required byRegulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in thenotice convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Mr. Kundan Kumar Jha who was serving as the Company Secretary and Compliance Officerof the Company tendered his resignation from the services of the Company with effect fromFebruary 28 2022. The Board places on record its deep appreciation for the contributionsmade by Mr. Kundan Kumar Jha.

Mr. Manish Agarwal was appointed as the Company Secretary and Compliance Officer of theCompany w.e.f. March 1 2022.

Apart from the aforesaid no changes in the KMP’s have taken place during the yearunder review.

DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149 of the Act aswell as Regulation 16 of Listing Regulations. The Independent Directors have alsosubmitted a declaration confirming that they have registered their names in the databankof Independent Directors as being maintained by the Indian Institute of Corporate Affairs(IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors)Rules 2014.

None of the Independent Directors are aware of any circumstance or situation whichexist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgement and without any externalinfluence. The Board of Directors have taken on record the declaration and confirmationsubmitted by the Independent Directors after undertaking due assessment of the same and intheir opinion the Independent Directors are persons of integrity expertise and experienceand fulfill the conditions specified in the Act and Listing Regulations and areindependent of the management.

The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act along with the Code of Conduct for Directors andSenior Management Personnel formulated by the Company as per Listing Regulations.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIALPERSONNEL AND SENIOR MANAGEMENT PERSONNEL

On the recommendation of Nomination and Remuneration Committee the Company hasformulated and adopted a Nomination and Remuneration Policy which is in accordance withthe Act and the Listing Regulations. The Nomination and Remuneration Policy of the Companyhas been designed with the following basic objectives: a. to set out a policy relating toappointment and remuneration of Directors Key Managerial Personnel’s and otheremployees of the Company; b. to ensure that the Company is able to attract develop andretain high-performing and motivated Executives in a competitive international market; c.to ensure that the Executives are offered a competitive and market aligned remunerationpackage with fixed salaries being a significant remuneration component as permissibleunder the Applicable Law; d. to ensure that the remuneration of the Executives are alignedwith the Company’s business strategies values key priorities and goals; e. settingup the Board Diversity Criteria.

The Policy is available on the website of the Company athttp://rupa.co.in/livesite/wp-content/uploads/2018/12/ Remuneration_Policy.pdf.

The remuneration paid to the directors is as per the terms laid out in the Nominationand Remuneration Policy of the Company.

PERFORMANCE EVALUATION OF THE BOARD THE COMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 178 of the Act and the Listing Regulations theNomination and Remuneration Committee has laid down the criteria for performanceevaluation on the basis of which the Board has carried out evaluation of its ownperformance the performance of Board Committees and of the Independent Directorsindividually. The Independent Directors of the Company without the participation ofNon-Independent Directors and members of management in their separate meeting held onMarch 29 2022 have reviewed the performance of Non-Independent Directors and the Boardas a whole and also the performance of the Chairperson of the Company. The review ofperformance of Non-Independent Directors was done on various parameters such as skillcompetence experience governance degree of engagement ideas & planningattendance leadership etc. The Board performance was reviewed on various parameterssuch as adequacy of the composition of the Board Board culture appropriateness ofqualification & expertise of Board members process of identification and appointmentof Independent Directors inter-personal skills ability to act proactively managingconflicts managing crisis situations diversity in the knowledge and related industryexpertise roles and responsibilities of Board members appropriate utilization of talentsand skills of Board members etc. The evaluation of performance of the Chairperson of theCompany was conducted on various parameters such as leadership quality capabilityavailability clarity of understanding governance & compliance and degree ofcontribution etc.

The Nomination and Remuneration Committee of the Board based on the report of theIndependent Directors evaluated the performance of the Non-Independent Directors. Thesaid Committee members also evaluated the performance of the Independent Directors of theCompany based on the reports of the Executive Directors considering their requisiteskills competence experience and knowledge of the regulatory requirements relating togovernance such as roles and responsibilities under the Code for Independent Directorsthe Act the SEBI Listing Regulations etc.

The Board of Directors of the Company based on the report of the Independent Directorsand the Nomination and Remuneration Committee evaluated the performance of Board and ofindividual Directors. The Board also carried out the evaluation of performance of itsCommittees on various parameters such as adequacy of meetings in enhancing theeffectiveness of the Committee existence of a defined set of objectives/ terms ofreference etc. The result of review and evaluation of performance of Board it’sCommittees and of individual Directors was found to be satisfactory.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information andexplanations obtained by us we hereby make the following statements in terms of Section134(3)(c) and 134(5) of the Act:

(i) that in the preparation of the Annual Accounts the applicable Accounting Standardshad been followed along with proper explanation relating to material departures if any;

(ii) that such accounting policies as mentioned in Notes to the Annual Accounts havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2022 and of the profit of the Company for that period;

(iii) that proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities has been taken;

(iv) that the Annual Accounts has been prepared on a going concern basis;

(v) that internal financial control to be followed by the Company are in place and thatsuch internal financial controls are adequate and are operating effectively; and

(vi) that proper systems to ensure compliance with the provisions of all applicablelaws are in place and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board met 4 (four) times during the Financial Year 2021-22 viz. on May 31 2021August 11 2021 November 01 2021 and February 08 2022. The details relating toattendance of Directors in each board meeting held during the FY 2021-22 has beenseparately provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee Corporate Social Responsibility CommitteeRisk Management Committee and Operations Committee to deal with specific areas/activitiesthat need a closer review and to have an appropriate structure for discharging itsresponsibilities.

The composition terms of reference attendance of directors at the meetings of all theabove Committees has been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendationsof the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes the value of being a socially responsible corporate andtherefore it is committed towards the society and its people in a dedicated way.

The Company has constituted a Corporate Social Responsibility (CSR) Committee in termsof provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 inter alia to give directions and assistance to theBoard for leading the CSR initiatives of the Company. The Committee formulates and reviewsthe Annual Action Plan and also monitors the progress of the CSR activities. The detailsof the Committee including term of reference have been disclosed in the CorporateGovernance Report. The Company has adopted a Corporate Social Responsibility Policy inaccordance with the Companies (Corporate Social Responsibility Policy) Rules 2014 whichcan be accessed at https://rupa.co.in/livesite/wp-content/uploads/2021/03/Corporate_Social_Responsibility_Policy.pdf The Company has undertaken several projectsduring the year 2021-22 in accordance with the budget laid down by the Board and has spentRs. 285.80 lakhs (after adjustment of surplus amount of Rs. 42.70 lakhs of previous year)towards CSR activities. The projects have been continuously monitored by the Board on aquarterly basis.

Since there was no unspent amount the Company was not required to transfer any amountto the fund or separate bank account during the year in accordance with the Companies(Corporate Social Responsibility Policy) Rules 2014.

The brief outline of the CSR Policy of the Company and the initiatives undertaken bythe Company during the financial year ended March 31 2022 in accordance with Section 135of the Act and Companies (Corporate Social Responsibility Policy) Rules 2014 is set outin "Annexure-1" to this report.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy which lays down the framework foridentification and mitigation of various risks. The specific objectives of the RiskManagement Policy are to ensure that all the current and future material risk exposures ofthe Company are identified assessed quantified appropriately mitigated and managed toestablish a framework for the Company’s risk management process.

The Risk Management Framework emphasises proper analysing and understanding theunderlying risks before undertaking any transaction. This enables a proper assessment ofall risks and ensures that the transactions and processes conform to the Company’srisk appetite and regulatory requirements. The Risk Management Policy is discussed at themeeting of the Audit Committee and Risk Management Committee of the Board of Directors.The management accepts the suggestions with regard to mitigation of risks that may arisein future. In the opinion of the Board there are no existing factors which threaten theexistence of the Company.

INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Act the term Internal Financial Control(‘IFC’) means the policies and procedures adopted by the Company for ensuringthe orderly and efficient conduct of its business including adherence to Company’spolicies the safeguarding of its assets the prevention and early detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Company has adequate Internal Financial Control systems and procedures which arecommensurate with its size and nature of business. It is ensured that all the assets aresafeguarded and protected against loss and all transactions are authorized recorded andreported correctly. The Internal Financial Control systems of the Company are monitoredand evaluated and reviewed by the Audit Committee.

The Directors have laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively. Inthis regard the Board confirms the following:

i) Systems have been laid to ensure that all transactions are executed in accordancewith management’s general and specific authorization;

ii) Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of Financial Statements in conformity with GenerallyAccepted Accounting Principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation;

iii) Access to assets is permitted only in accordance with management’s generaland specific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted;

iv) The existing assets of the Company are verified/ checked at reasonable intervalsand appropriate action is taken with respect to differences if any; and

v) Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company’s policies.

Further the certificate from Managing Director Chief Executive Officer and ChiefFinancial Officer in terms of Regulation 17(8) of the Listing Regulations provided inthis Annual Report also certifies the adequacy of our Internal Control systems andprocedures. Necessary certification by the Statutory Auditors in relation to InternalFinancial Control u/s 143(3)(i) of the Act forms part of the Audit Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of the Section 177 of the Act read with the Rules made thereunder andRegulation 22 of the SEBI Listing Regulations the Company has framed a ‘WhistleBlower Policy’ with an objective to provide an avenue to address concerns in linewith the policy of the Company to the highest possible standards of ethical moral andlegal business conduct and its commitment to open communication as well as timelyredressal of concerns and disclosures to build and strengthen a culture of transparencyand trust in the Company.

The mechanism also provides for adequate safeguards against victimization ofDirector(s) or employee(s) or any other person for availing the mechanism and inexceptional cases direct access to the Chairman of the Audit Committee to reportinstances of fraud/ misconduct. The Audit Committee looks into the complaints raised ifany and their redressal. The Whistle Blower Policy of the Company is available on thewebsite of the Company at the link https://rupa.co.in/livesite/wp-content/uploads/2019/03/Whistle_Blower_Policy.pdf.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations your Company hasformulated a Policy on dealing with Related Party Transactions (‘RPTs’) and thesame is available on the website of the Company at https://rupa.co.in/livesite/wp-content/uploads/2022/03/Policy_on_Related_Party_Transactions.pdf. The Policy intends toensure that proper approval reporting and disclosure processes are in place for all thetransactions taking place between the Company and Related Parties. There were nomaterially significant related party transactions entered into by the Company which mayhave potential conflict with the interest of the Company. All contracts/ arrangements/transactions entered by the Company during the Financial Year 2021-22 with its relatedparties were on an arm’s length basis and were reviewed and approved by the AuditCommittee of the Board. Further during the Financial Year the Company has not enteredinto any contract/ arrangement/ transaction with related parties which could be consideredmaterial in accordance with the Company’s policy of Materiality of Related PartyTransactions except those provided in Form AOC-2 annexed hereto marked as ‘Annexure– 2 ‘. Further suitable disclosure as required by the Accounting Standardshas been made in the Notes to the Financial Statements.

In terms of Regulation 34(3) read with Part A of Schedule V to the Listing Regulationsthe details of the transactions entered into by the Company with promoter/ promoter groupwhich hold(s) 10% or more shareholding in the Company are as hereunder:

Name of the Person % of shares held in the Company Nature of relationship Nature of transaction Amount (Rs.)
Ullas Sales Promotion LLP (formerly known as Ullas Sales Promotion Limited) 27.20% Enterprises owned or significantly influenced by key management personnel or their relatives Dividend 108154300
Mr. Prahlad Rai Agarwala jointly with Mr. Ghanshyam Prasad Agarwala and 21.08% Dividend 83818280
Mr. Kunj Bihari Agarwal on behalf of a partnership firm M/s Binod Hosiery

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The loan and guarantee given by the Company are within the limits prescribed underSection 186 of the Act. Further the details of the said loan given guarantee given andinvestment made are provided in the Notes to the Financial Statements of the Company.

The related party disclosures with respect to loans/ advances at the end of theFinancial Year under review and maximum outstanding amount thereof during the year asrequired under Part A of Schedule V to the Listing Regulations have been provided in theNotes to the Financial Statements of the Company.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended from time to time in respect of Directors/employees of the Company isattached as "Annexure- 3" to this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is provided in "Annexure – 4" tothis Report.

AUDITORS & AUDIT REPORTS

Statutory Auditors and Auditor’s Report

M/s. Singhi & Co. (Firm Registration Number 302049E) Chartered Accountants wereappointed as the Statutory Auditor of the Company for a period of five (5) consecutiveyears to hold the office from the conclusion of the 32nd Annual General Meetingtill the conclusion of the 37th Annual General Meeting of the Company for theFinancial Year 2021-22. The Board of Directors of the Company on recommendation of theAudit Committee at its meeting held on May 23 2022 have reappointed M/s. Singhi & Coas the Statutory Auditors of the Company for a 2nd term of five consecutiveyear’s subject to the approval of shareholders in the ensuing Annual General Meetingof the Company. M/s. Singhi & Co. have consented to the said re-appointment andconfirmed that their re-appointment if made would be within the limits specified underSection 141(3)(g) of the Act. They have further confirmed that they are not disqualifiedto be re-appointed as statutory auditors in terms of the provisions of Section 139(1)Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Auditand Auditors) Rules 2014.

The Auditor’s Report on the standalone and consolidated financial statements ofthe Company for the year ended March 31 2022 forms part of this Annual Report and thereare no qualifications reservation adverse remark or disclaimer made by the StatutoryAuditors in their report.

Internal Auditors

M/s. Das & Prasad Chartered Accountants (Firm Registration Number 303054E) wereappointed as the Internal Auditors of the Company to conduct the Internal Audit for theFinancial Year 2021-22 in accordance with the provisions of Section 138 of the Act readwith the Companies (Accounts) Rules 2014. The Audit Committee considers and reviews theInternal Audit Report submitted by the Internal Auditor on a quarterly basis.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s. Nidhi Bagri & Company Practicing CompanySecretaries as Secretarial Auditor of the Company for the Financial Year 2021-22. TheSecretarial Audit Report in Form MR-3 for the Financial Year 2021-22 is annexed heretoand marked as ‘Annexure – 5’. The Secretarial Audit Report does notcontain any qualification reservation adverse remark or disclaimer.

Cost Audit and Cost Records

The provisions of Section 148 of the Companies Act 2013 with respect to maintenanceof Cost records and Cost Audit are not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review none of the auditors have reported any instances of fraudcommitted against the Company as required to be reported under Section 143 (12) of theAct.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act asamended read with Rule 12 of the Companies (Management and Administration) Rules 2014the draft Annual Return of the Company for the Financial Year ended March 31 2022 isavailable on the website of the Company athttps://rupa.co.in/livesite/wp-content/uploads/2022/07/ F.Y.-2021-22.pdf

CREDIT RATING

The credit rating of your Company for long term facilities is CRISIL AA–/Stablefor short term facilities is CRISIL A1+ and for Commercial Papers is CRISIL A1+. Detailsof the same are provided in the Corporate Governance Report.

DEPOSITS

During the year under review the Company has not accepted any deposits from the publicwithin the meaning of Sections 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014. As on March 31 2022 there were no deposits lying unpaid orunclaimed.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report in terms of Regulation 34(3) read with Schedule V ofthe Listing Regulations forms part of this Annual Report. The Company has obtained acertificate from the Statutory Auditors of the Company M/s. Singhi & Co. confirmingcompliance with the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report in terms of Regulation 34 read withSchedule V of the Listing Regulations forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2) of Listing Regulations the top 1000 listed companies arerequired to prepare a Business Responsibility Report describing the initiatives taken bythe Company from an environmental social and the governance perspective. The Company hasaccordingly prepared a Business Responsibility Report as set out in "Annexure–6"to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year 2021-22 the Company has complied with all the relevantprovisions of the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. A Company’ssuccess depends on the ability to attract develop and retain best talent at every level.The Company has always been proactive in providing growth learning platforms safeworkplace and personal development opportunities to its workforce. Company strive’sto maintain a skilled and dedicated workforce representing diverse experiences and viewpoints. The human resource department of the Company are rooted in ensuring a fair andreasonable process for all-round development and upliftment of talent through itspersistent effort. During the year the Company continued to introduce initiatives andtools that helped continuous learning and development of new skills.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company is committed to provide a safe and conducive work environment to itsemployees and has formulated ‘Policy for Prevention of Sexual Harassment’ toprohibit prevent or deter any acts of sexual harassment at workplace and to provide theprocedure for the redressal of complaints pertaining to sexual harassment therebyproviding a safe and healthy work environment. Further the Company has complied with theprovisions relating to constitution of Internal Complaints Committee under SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year under review no cases were filed under the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

GENERAL DISCLOSURES

Your Directors state that:

i) No material changes and commitments affecting the financial position of the Companyhave occurred from the close of the financial year ended March 31 2022 and till the dateof this report.

ii) During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company’soperation in future.

iii) The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

iv) No proceedings are pending against the Company under the Insolvency and BankruptcyCode 2016.

v) The Company serviced all the debts & financial commitments as and when theybecame due and no settlements were entered into with the bankers.

vi) The Company does not have any Employee Stock Option Plan.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the significantcontribution made by its employees through their dedication hard work and commitment atall levels throughout the year. The Director place on record their special gratitudetowards the front line employee who were working in our factories and in the market toensure that the Company’s products reach to the consumers.

The Board conveys its appreciation towards its customers stakeholders suppliers aswell as vendors bankers business associates regulatory and government authorities bothat the Central and State level for their continued support and co-operation.

co-operation.
By order of the Board
For Rupa & Company Limited
Prahlad Rai Agarwala
Place: Kolkata

Chairman

Date: May 23 2022

DIN: 00847452

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