Directors Report of Riba Textiles Ltd.

Mar 31, 2018

DIRECTORS'' REPORT TO THE SHAREHOLDERS

Dear Shareholder,

Your Directors have pleasure in presenting the 30thAnnual Report and the audited financial statements of your company for the year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS:

		Rs. In Lacs
Particulars	2017-18	2016-17
Revenue from Operation	14,816.33	11,179.04
Other Income	419.19	217.66
Gross Receipts	15,235.52	11,396.70
Finance cost	459.05	134.81
Depreciation	472.00	273.74
Profit before Tax	668.96	565.O6
Tax Expenses	139.08	135.77
Profit after Tax	529.88	429.29
Comprehensive Income	-	-
Total Comprehensive Income	529.88	429.29
Paid up Equity Share Capital	965.29	965.29
Reserves excluding revaluation reserve	3870.46	3340.57
Earnings per share	5.49	4.45

OVERVIEW AND STATE OF THE COMPANY''S AFFAIRS;

Despite changes in global and domestic market dynamics your Company managed to maintain its level of turnover and achieved revenue from operation of Rs. 14816.33 lacs as compared to Rs. 11,179.04 lacs in the previous financial year. The company has earned a net profit of Rs. 529.88 lacs as against net profit of Rs. 429.29 lacs in the previous financial year.

CHANGE IN NATURE OF BUSINESS

No change in nature of business has taken place during the year under review.

DIVIDEND

Keeping in view the future up gradation and expansion, your director are not able to recommend any dividend for the year under review.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

SHARE CAPITAL

During the year under review, the Company has neither issued any shares nor granted any stock options or sweat equity. As on 31st March, 2018, the Company had no outstanding convertible instruments.

RESERVE

During the year under review, the Company has transferred Rs. 529.88 (in lacs) to General Reserve.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 8 members, comprising of four independent directors and four promoter directors. During the Year under review, no changes have taken place in the Directors and Key Managerial Personnel.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Amit Garg (DIN:00202171)Managing Director retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Mr. Ravinder Garg (DIN No. 00202164), Whole-time Director, Mr. Amit Garg (DIN No. 00202171), Managing Director and Mr. Nitin Garg (DIN No. 00202179), Mrs. Asha Garg (DIN: 06987609), Mr. Rajnish Mittal, Chief Financial Officer and Ms. Neha Dubey, Company Secretary, are the Key Managerial Personnel of the Company.

NUMBER OF BOARD MEETING

The Board of Directors met 04 (Four) times during the year, the details of which are provided in the Corporate Governance Report.

BOARD LEVEL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and SEBI LODR, 2015, annual evaluation of Board, Independent Directors, Non Executive Directors, Executive Directors, and Committees was made. Performance of the Board was evaluated after seeking inputs from all the Directors on the basis of the criteria such as adequacy of its composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as composition of committees, terms of reference of committees, effectiveness of the committee meetings, participation of the members of the committee in the meetings etc.

The Board and the Nomination and Remuneration Committee also carried out evaluation of the performance of individual directors on the basis of criteria such as attendance and effective participation and contributions at the meetings of the Board and its committees, exercise of his/her duties with due & reasonable care, skill and diligence, etc.

In a separate meeting of the Independent Directors of the Company, performance of the non-independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated. The Chairman of the Meeting of the Independent Directors apprised the Board about the evaluation carried by it and that the Independent Directors were fully satisfied in this regard.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is explained in the Corporate Governance Report forming part of this Report.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report.

AUDIT COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY

None of the criterion mentioned in Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility applied to the Company during the financial year under review.

PARTICULARS OF EMPLOYEES

During the year under report the Company had no employee employed for the whole or the part of the year who was in receipt of remuneration prescribed under rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are as follows:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2017-18:

SI No.	Name	Nature of Directorship	Ratio
1	Mr. Ravinder Garg	Chairman & Whole-time Director	29.17
2	Mr. Amit Garg	Managing Director	29.17
3	Mr. Nitin Garg	Whole-time Director	29.17
4	Mrs. Asha Garg	Executive Director	4.17

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2017-18:

SI No.	Name	Nature of Directorship	% Increase
1	Mr. Ravinder Garg	Chairman & Whole -time Director	50%
2	Mr. Amit Garg	Managing Director	50%
3	Mr. Nitin Garg	Whole -time Director	50%
4	Mr. Rajnish Mittal	CFO	25.32%
5	Ms. Neha Dubey	CS	Nil

(iii) The percentage increase in the median remuneration of employees in the financial year: 8.10%

(iv) The number of permanent employees on the rolls of Company: 292 as on 31st March, 2018.

(v) The explanation on the relationship between average increase in remuneration and Company performance:

The Turnover for the financial year ended 31st March, 2018 increased by 32.54 % whereas the increase in median remuneration was 8.10%. The average increase in median remuneration was in line with industry benchmark and performance of the Company.

(vi) comparison of the remuneration of the key managerial personnel against the performance of the Company:

The Turnover for the financial year ended 31st March, 2018 increased by 32.54% whereas there increase in remuneration of Key Managerial Personnel was 25.32%. The increase in remuneration was in line with industry benchmark and performance of the Company.

(vii) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year: The Company has not made any public offer after initial public offer.-

(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 8.10% and its comparison with the percentile increase in the managerial remuneration was 6.29% and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: No increase has been made during the year under report Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company: Same as mentioned in Para (vi) above.

(ix) The key parameters for any variable component of remuneration availed by the Directors: There was no variable component paid to the Managing Director.

(x) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

There was no employee who received remuneration in excess of the remuneration of highest paid director.

(xi) Affirmation that the remuneration is as per the Remuneration Policy of the Company: Yes INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements, which is commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no material weakness was observed. The Company also has Budgetary Control System and Management Information System which are backbone of the Company for ensuring that your Company''s assets and interests are safeguarded.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed herewith marked as Annexure I to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of the transactions with Related Parties to be provided in Form AOC-2 are annexed herewith as Annexure-II. Members can refer to Note to the Financial Statements which set out related party disclosures. There are no material transactions with any related party as defined under Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014. The Audit Committee of the Company has approved all related party transactions.

The policy on Related Party Transactions as approved by the Audit Committee and the Board is available on your Company''s website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not made any loans, guarantees and investments which are governed by the provisions of section 186 of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion 85 Analysis, which form part of this Report, are set out as Annexure III, together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) of the Companies Act, 2013 "the Act", your Directors subscribe to the "Directors'' Responsibility Statement" and confirm that:

a) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations relating to material departures; if any

b) The accounting policies selected have been applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit of your company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your company for preventing and detecting fraud and other irregularities;

d) The annual accounts of your Company have been prepared on a going concern basis;

e) Your Company had laid down internal financial controls and that such internal financial controls are adequate and were operating effectively;

f) Your Company has devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IV to this Report and is available at Company''s Website www.ribatextiles.com.

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy, including vigil mechanism to report genuine concerns of grievances, providing direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Whistle Blower Policy has been posted on the website of the Company.

DEPOSITS

During the year under review, your Company has not accepted any deposits falling under section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

HUMAN RESOURCE

Your Company firmly believes that human resources are its most valuable asset and growth wheel With focus on nurturing and retaining talent, the Company provides avenues for learning and development through functional, behavioral and leadership training programs, knowledge exchange conferences, communication channels for information sharing. Currently, your Company is managing a pool of 292 people across all the locations

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

RISK MANAGEMENT

The Company has a Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth, and at the same time mitigate other risks to maintain sustainable results. Under the framework, the Company has laid down a Risk Management Policy, which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Risk Management Committee reviews the identified Risks and its mitigation measures annually.

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. No cases/complaints of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were reported to the Board.

LISTING OF EQUITY SHARES

The equity shares of your company are listed on Bombay Stock Exchange Limited (BSE). The Annual Listing Fees for the year 2017-18 has been paid to the Stock Exchange.

SECRETARIAL AUDIT

Shabnam Kapoor 85 Co., Company Secretaries in Practice have been appointed by the Board as Secretarial Auditor to undertake Secretarial Audit of the Company, pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Secretarial Audit Report is annexed herewith as Annexure-V. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Ashwani k. Sindwani 85 co.,(Firm Registration No. 021529N), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the twenty ninth annual general meeting (AGM) of the Company till the conclusion of the twenty ninth AGM to be held in the year 2022.

AUDITORS'' REPORT

The auditors'' report does not contain any qualifications, reservations or adverse remarks.

DETAILS IN RESPECT OF FRAUDS (OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT) REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT

No frauds (other than those which are reportable to the Central Government) were reported by auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

INTERNAL AUDITORS

Pursuant to the recommendation of the Audit Committee M/s Midha 85 Khurana were appointed Internal Auditors of the Company by the Board of Directors in their meeting held on 10th November, 2017 to conduct the internal audit for the period ended 31st March, 2018. The Internal Audit Reports received from the Internal Auditors were reviewed by the Audit Committee from time to time.

ACKNOWLEDGEMENTS

The directors thank the Company''s employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Company.

	For and on behalf of the Board of Directors Riba Textiles Limited
	Sd/-
	Ravinder Garg
Place : Panipat	Chairman and
Date : 29.05.2018	whole-time Director
	DIN 00202164

ANNEXURE TO THE DIRECTORS'' REPORT

Disclosure of Particulars with respect to Conservation of Energy, Tech Absorption and Foreign Exchange Earnings and Outgo as required under the Companies (Accounts) Rules, 2014.

1. CONSERVATION OF ENERGY

(A) Energy Conservation Measures Taken:

> Installation of 2 new silent genset 650 KVA to reducing the energy consumption.

> New technology dyeing machine are installed to reduce the electricity consumption

> One Automatic Voltage Controller (2250KVA) is installed to reduce the energy consumption.

> New technology Rewinding Machines and Winding machines are installed to conserve the energy consumption.

> In the new building &open areas all LED lights are being used.

> LED lights being installed in the rest of the plant in a phased manner to Celester city

> New energy efficient machine is under installation to reduce enengy eneqnt indyeing of towels.

(B) Additional Investment and Proposals, ''if any'', being implemented for reduction in consumption of energy:

1. Installed new machines for better process and low specific energy consumption

> 2 new air jet looms to be installed increase production with minimum energy requirement per kg of production

> New Shearing machine to be installed to increase the work efficiency.

> New Airo machine to be installed.

> New Technology Fabric dyeing machine to be installed to increase the wordiency of dyeing work.

> Semi Automatic Cross Cutting machine to be installed.

> Two for One Twisting Machine to be installed.

> One new Winding Machine to be installed.

> New hot water tank to be installed to conserve the more water to increase the wonkyefficie

> New Trollies will be installed for increase the work efficiency.

> One new technology boiler to be installed to increase the efficiency of work.

(C) Impact of above measures:

The adoption of energy conservation measures have resulted in savings level of awareness amongst the employees. The energy conservation measures have also resulted in improvement of power factor, consequential tariff benefits.

(D) Total energy consumption and energy consumption per unit of production -

The above information is furnished in the prescribed F-Ar Annexed hereto.

2. TECHNOLOGY ABSORPTION

Efforts made in technology absorption are furnished in the prescribed BF Annexed hereto.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO.

A. Activity relating to expo initiatives taken to increase exports, development of new export markets for products and services and export plans.

The efforts are on to enter into new markets of the Middle East, Europe, Africa and the US.

The Company has been successful to some txt in increasing the export of Towels to those countries.

B. Details of Foreign Exchange, earnings and outgoing are given as below:

	Current Year	(Amount in Lacs) Previous Year
	2017-18	2016 -17
Foreign Exchange earnings	B 569.28	9914.83
Foreign Exchange outgoing	339.78	410.00

FORM -A
Disclosure of particulars with respect to conservation of energy
				2017-18	2016-17
A)	Power & Fuel Consumption:
	1	Electricity
		a.	Purchased
			Unit: (''000 KWH)	B919628	9153376
			Total Amount (Rs. In lacs)	104146	730.90
			Rate / per unit (KWH)	7.48	8.02
		b.	Own Generation
			(i)
			Unit: (''000 KWH)	630783	442051
			Total Amount (Rs. In lacs)	91.05	55.15
			Rate / per unit (KWH)	14.43	247
			(ii) Through steam turbine/ general or	-	-
	2	Coal
			Quantity: (MT)	4033.42	2490.98
			Total Amount (Rs. In lacs)	33135	218.50
			Rate / per MT	8215.00	7429.35
	3	Furnace Oil, LSHS & L.D. Oil		-	-
	4	Others / Internal Generation		-	-
B)	Consumption per unit of Production:
	1	Electricity (puchase & generation)
		Yarn processing Unitkwh/kg :		281	292
		Towel Unitkwh/kg :		2®	274
	2	Coal
		Yarn processing Unit /kg :		6.73	6.90
	3	Furnace oil, LSHS & L.D Oil			-
	4	Others			-
The consumption of electricity depends upon the product used and the nature of the product manufactured. Thus the above indicates an average consumption per unit of production.

Form — B Annexure I

Disclosure of particulars with respect to technology absorption etc.: Research and Development (R&D)

1. Specific Areas in which R&D has been

-Product Research is carried out by the Company on an ongoing basis.

2. Benefits derived as a result of the above R&D

-Produced various and lots of different product improved product quality.

3. Future plan of action

-To provide variety of improved quality products to the customers.

4. Expenditure on R & D

-Not identified separately

Technology absorption, adaptation & innovation

A. Efforts in brief made towards technology absorption, adaptation and innovation:

1 New Sewing Machines are installed to increase the work efficiency..

2 Dyeing machines (10 kg & 500 kg) are installed to improve the dyeing work efficiency.

3. Fabric dyeing machine (200 kilo) has been installed for increasing dyeing quality and capacity.

4. Knotting warp tying machine has been installed for conserve the energy.

5. Rewinding machine (96 spindles & 24 spindles) and winding machines (24 spindles & 96 spindles) are installed to increase the work efficiency.

6 Semi-Automatic Cross cutting machine are installed to incities work efficiency. 7. Water tank help to reserve the water.

B. Impact of above measures:

- Energy Saving

- Increase in Market Share

- New Customers Developed

- New Product Developed

Annexure - II FORM NO. AOC-

2 Particulars of Contracts/ Arrangements with Related Parties

[Pursuant to section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014] Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm''s length basis;

SI. No.	Name(s) of the related party and nature of relationship	Nature of contracts/ arrangements/ transactions	Duration of the contracts/ arrangemen ts/ transactions	Salient terms of the contracts or arrangement s or transactions including the value, if any	Justification for entering into such contracts or arrangemen ts or transactions	date(s) of approval by the Board	Amount paid as advance s, if any:	Date on which the special resolution was passed in general meeting as required under first proviso to section 188
	No contracts or arrangements or transactions has been entered by the Company which are not at arm''s length basis:

Details of material contracts or arrangement or transactions at arm''s length basis

Sl.No.	Name(s) of the related party and nature of relationship	Nature of contracts/ arrangeme nts/ trans actions	Duration of the contracts / arrangements/ transactions	Salient terms of the contracts or arrangeme nts or transaction s including the value, if any	Date(s) of approval by the Board, if any	Amount paid as advances, if any
1	Mr. Ravinder Garg, Chairman and Whole -time Director	Leasing of property Administr ative Office	One Year	Monthly Rent 12,500/-	Approved by the Board of Directors of the Company in their meeting held on 29.05.2018	NIL
2	Mr. Amit Garg, Managing Director	Leasing of property registered Office	One Year	Monthly Rent 50,000/-	Approved by the Board of Directors of the Company in their meeting held on 29.05.2018	NIL
3	Mr. Nitin Garg, Whole-time Director	Leasing of property registered Office	One Year	Monthly Rent 50,000/-	Approved by the Board of Directors of the Company in their meeting held on 29.05.2018	NIL

	For and on behalf of the Board of Directors
	Riba Textiles Limited
	Sd/-
	Ravinder Garg
	Chairman and whole-time
	Director
Place : Panipat	DIN 00202164
Date : 13.08.2018

---

Mar 31, 2016

Dear Shareholder,

The Directors have pleasure in presenting the 28^th Annual Report and the audited financial statements of your company for the year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS:

Rs. In Lacs

Particulars	2015-16	2014-15
Revenue from Operation	11,442.55	11695.22
Other Income	176.68	198.93
Gross Receipts	11,619.23	11894.15
Profit before Depreciation, Interest and Tax	579.30	680.59
Depreciation	224.72	286.63
Interest	148.11	294.28
Profit before Tax	206.47	99.68
Provision for Taxation (Including last year tax paid )	75.34	37.03
Profit after Tax	131.13	62.65
Add: Profit brought forward from previous year	1817.63	1764.66
Net Profit available for Appropriation	1948.76	1827.31
Less: Transfer to General Reserves	Nil	9.68
Balance transferred to Balance Sheet	1948.76	1817.63

OVERVIEW AND STATE OF THE COMPANY’S AFFAIRS:

Despite changes in global and domestic market dynamics your Company managed to maintain its level of turnover and achieved revenue from operation of Rs. 11442.55 lacs as compared to Rs. 11695.22 lacs in the previous financial year. The company has earned a net profit of Rs. 131.13 lacs as against net profit of Rs. 62.65 lacs in the previous financial year.

DIVIDEND

Keeping in view the future up gradation and expansion, your director have decided not to recommend any dividend for the year under review and plough back profits to be utilized for financing of aforesaid up gradation and expansion expenses of the company.

SHARE CAPITAL

During the year under review, the Company has neither issued any shares nor granted any stock options or sweat equity. As on 31^st March, 2016, the Company had no outstanding convertible instruments.

RESERVE

During the year under review, the Company has not transferred any amount to reserve.

The Board of Directors consists of 8 members, comprising of four independent directors and four promoter directors. During the Year under review, following changes have taken place in the Directors and Key Managerial Personnel:

Sr. No.	Name of director/ Key Managerial Personnel	Nature of Change	Date of Change
1	Mr. Rakesh Handa	Resigned	18.10.2015
2.	Mr. Navnish Mittal	Appointed	18.10.2015
3	Mr. Hari Prashad Joshi	Resigned	28.03.2016

Subsequent to the end of the Financial Year Mr. Suraj Mal has been appointed as an Independent Director of the Company with effect from 11.04.2016.

The Company has received notices for appointment of Mr. Navnish Mittal and Mr. Suraj Mal as Independent Directors of the Company. The Board of Directors recommends their appointment.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

As per the provisions of section 152(6) of the Companies Act, 2013, Mr. Nitin Garg (DIN:00202179) retire by rotation at the ensuing general meeting and being eligible has offered himself for reappointment.

Mr. Ravinder Garg (DIN No. 00202164), Whole-time Director, Mr. Amit Garg (DIN No. 00202171), Managing Director and Mr. Nitin Garg (DIN No. 00202179), Mr. Rajnish Mittal, Chief Financial Officer are the Key Managerial Personnel of the Company.

NUMBER OF BOARD MEETING

The Board of Directors met 10 (Ten) times during the year, the details of which are provided in the Corporate Governance Report.

BOARD LEVEL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, annual evaluation of Board, Independent Directors, Non Executive Directors, Executive Directors, and Committee was made. Performance of the Board was evaluated after seeking inputs from all the Directors on the basis of the criteria such as adequacy of its composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as composition of committees, terms of reference of committees, effectiveness of the committee meetings, participation of the members of the committee in the meetings, etc.

The Board and the Nomination and Remuneration Committee also carried out evaluation of the performance of individual directors on the basis of criteria such as attendance and effective participation and contributions at the meetings of the Board and its committees, exercise of his/her duties with due & reasonable care, skill and diligence, etc.

In a separate meeting of the Independent Directors of the Company, performance of the no independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into account the views of other Non-Executive Directors of the Company. The Chairman of the Meeting of the Independent Directors apprised the Board about the evaluation carried by it and that the Independent Directors were fully satisfied in this regard.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is explained in the Corporate Governance Report forming part of this Report.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report.

AUDIT COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY

None of the criterion mentioned in section 135 of the Act relating to Corporate Social Responsibility applied to the Company during the financial year under review.

PARTICULARS OF EMPLOYEES

During the year under report the Company had no employee employed for the whole or the part of the year and was in receipt of remuneration prescribed under rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are as follows:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2015-16:

Sl. No.	Name	Nature of Directorship	Ratio
1	Mr. Ravinder Garg	Chairmn & Whole-time Director	27.91:1
2	Mr. Amit Garg	Managing Director	27.91:1
3	Mr. Nitin Garg	Whole-time Director	27.91:1
4	Mr. Rajnish Mittal	CFO	2.80:1

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2015-16:

Sl. No.	Name	Nature of Directorship	% Increase
1	Mr. Ravinder Garg	Chairman & Whole time Director	NIL
2	Mr. Amit Garg	Managing Director	NIL
3	Mr. Nitin Garg	Whole-time Director	NIL
4	Mr. Rajnish Mittal	CFO	NIL

(iii) The percentage increase in the median remuneration of employees in the financial year: 10.91%.

(iv) The number of permanent employees on the rolls of Company: 182 as on 31^st March, 2016.

(v) The explanation on the relationship between average increase in remuneration and Company performance:

The Turnover for the financial year ended 31st March, 2016 decreased by 2.17 % whereas the increase in median remuneration was 10.91%. The average increase in median remuneration was in line with industry benchmark and performance of the Company.

(vi) comparison of the remuneration of the key managerial personnel against the performance of the Company:

The Turnover for the financial year ended 31st March, 2016 decreased by 2.17% whereas there increase in remuneration of Key Managerial Personnel was 2.44%. The increase in remuneration was in line with industry benchmark and performance of the Company.

(vii) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars	As on 31st March, 2016	As on 31st March, 2015	%
Closing Market Price	26.85	15.45	( ) 73.79
Market Capitalization	2591.80 Lacs	1491.36 Lacs	( ) 73.79
P/E Ratio	19.74	23.77

(viii) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year-The Company has not made any public offer after initial public offer.

(ix) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 10.91% and its comparison with the percentile increase in the managerial remuneration was 115% and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: No increase has been made during the year under report

Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

Same as mentioned in Para (vi) above.

(x) The key parameters for any variable component of remuneration availed by the Directors: There was no variable component paid to the Managing Director.

(xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

There was no employee who received remuneration in excess of directors.

(xii) Affirmation that the remuneration is as per the Remuneration Policy of the Company: Yes

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements, which is commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no material weakness was observed. The Company also has Budgetary Control System and Management Information System which are backbone of the Company for ensuring that your Company’s assets and interests are safeguarded.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed herewith marked as Annexure I to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of the transactions with Related Parties to be provided in Form AOC-2 are annexed herewith as Annexure-II. Members can refer to Note to the Financial Statements which set out related party disclosures. There are no material transactions with any related party as defined under Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014. The Audit Committee of the Company has approved all related party transactions.

The policy on Related Party Transactions as approved by the Audit Committee and the Board is available on your Company’s website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not made any loans, guarantees and investments which are governed by the provisions of section 186 of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis, which form part of this Report, are set out as Annexure III, together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) of the Companies Act, 2013 “the Act”, your Directors subscribe to the “Directors’ Responsibility Statement” and confirm that:

a) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations relating to material departures; if any

b) The accounting policies selected have been applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March,2016 and of the profit of your company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your company for preventing and detecting fraud and other irregularities;

d) The annual accounts of your Company have been prepared on a going concern basis;

e) Your Company had laid down internal financial controls and that such internal financial controls are adequate and were operating effectively;

f) Your Company has devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IV to this Report. WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy, including vigil mechanism to report genuine concerns of grievances, providing direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Whistle Blower Policy has been posted on the website of the Company.

DEPOSITS

During the year under review, your Company has not accepted any deposits falling under section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

HUMAN RESOURCES

Your Company firmly believes that human resources are its most valuable asset and growth wheel With focus on nurturing and retaining talent, the Company provides avenues for learning and development through functional, behavioral and leadership training programs, knowledge exchange conferences, communication channels for information sharing. Currently, your Company is managing a pool of 182 people across all the locations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

INFORMATION ABOUT SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

No Company became or ceased to be subsidiary, joint venture or associate company during the year under review.

RISK MANAGEMENT

The Company has a Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth, and at the same time mitigate other risks to maintain sustainable results. Under the framework, the Company has laid down a Risk Management Policy, which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Risk Management Committee reviews the identified Risks and its mitigation measures annually.

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

No case of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was filed.

SECRETARIAL AUDIT

M/s. KJ & Associates, Company Secretaries in Practice, have been appointed by the Company as Secretarial Auditor to undertake Secretarial Audit of the Company, pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, The Secretarial Audit Report is annexed herewith as Annexure-V.

As regards auditor’s observation regarding in the Secretarial Audit Report, necessary compliance is being made by the Company.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, Midha & Khurana, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the twenty sixth annual general meeting (AGM) of the Company till the conclusion of the twenty ninth AGM to be held in the year 2017. The said appointment is required to be ratified at every AGM, Board recommends ratification of their appointment.

AUDITORS’ REPORT

The auditors’ report does not contain any qualifications, reservations or adverse remarks.

ACKNOWLEDGEMENTS

The directors thank the Company’s employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Company.

Place : Panipat Date : 11.08.2016

For and on behalf of the Board of Directors Riba Textiles Limited Ravinder Garg Chairman and whole- time Director DIN 00202164

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Mar 31, 2015

Dear Shareholder,

The Directors have pleasure in presenting the 27th Annual Report and the audited financial statements of your company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

Rs. In Lacs

Particulars 2014-15 2013-14

Revenue from Operation 11695.22 9315.50

Other Income 198.93 9.74

Gross Receipts 11894.15 9325.24

Profit before Depreciation, Interest and Tax 680.59 496.33

Depreciation 286.63 182.57

Interest 294.28 215.40

Profit before Tax 99.68 98.36

Provision for Taxation (Including last year 37.03 20.17 tax paid )

Profit after Tax 62.65 78.19

Add: Profit brought forward from previous 1764.66 1686.47 year

Balance transferred to Balance Sheet 1827.31 1764.66

OVERVIEW AND STATE OF THE COMPANY'S AFFAIRS:

During the year under review, your company has achieved revenue from operation of Rs. 11894.15 lacs as compared to Rs. 9315.50 lacs in the previous financial year registering a growth of approximately 28%. The company has earned a net profit of Rs. 62.65 lacs as against net profit of Rs. 78.19 lacs in the previous financial year.

DIVIDEND

Keeping in view the improvement and upgradation in the existing manufacturing facilities, modernization & other future investment possibilities in order to meet competition, to smoothen the liquidity position, your director have decided not to recommend any dividend for the year under review and plough back profits to be utilized for financing of aforesaid modernization expenses of the company.

SHARE CAPITAL

The paid up Share Capital of the Company as on 31st March, 2015 was Rs. 9,65,28,700 (Rs. Nine Crore sixty five lac twenty eight thousand seven hundred only). During the year under review, the Company has neither issued any shares nor granted stock options nor sweat equity. As on 31st March, 2015, the Company had no outstanding convertible instruments.

RESERVE

No amount has been transferred to any of the reserve during the year under review and profits are being retained in the profit and loss account.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company had appointed Mr. Rakesh Handa (DIN02816392), Mr. Prem Singh Paliwal (02816392) and Mr. Randhir Singh (DIN06939267) as Independent Directors under the Companies Act, 2013 for a term of five years which was also approved by the members in the Annual General Meeting held on 22nd September, 2015. Mr. Hari Prasad Joshi was appointed as Independent Director of the Company by the Board of Directors on 30.09.2014.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Vinod Kumar ceased to be Director of the Company w.e.f. 28.07.2014, ceased to be Director of the due to resignation.

Mrs. Asha Garg (DIN 06987609) was appointed as a promoter woman Director of the Company w.e.f. 30.09.2014.

Mr. Ravinder Garg (DIN No. 00202164), Whole-time Director, Mr. Amit Garg (DIN No. 00202171), Managing Director and Mr. Nitin Garg (DIN No. 00202179) are the Key Managerial Personnel of the Company.

NUMBER OF BOARD MEETING

The Board of Directors met 10 (Ten) times during the year, the details of which are provided in the Corporate Governance Report.

BOARD LEVEL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried annual performance evaluation of Board, Independent Directors, Non Executive Directors, Executive Directors, and Committee. The Nomination and Remuneration Committee approved the evaluation framework and during the year, the first evaluation cycle was completed by the Company.

The evaluation framework focused on various aspects of the Board and Committees such as review, timely information from management etc. Also, the performance of individual directors was divided into Executive, Non Executive and Independent Directors and based on the parameters such as contribution, attendance, decision making, action oriented, external knowledge etc.

Board members were requested to evaluate Independent Directors, Non executive Directors, Executive Directors, Committee and Chairman of the Board. The results of evaluation were shared with the Board of Directors.

Independent Directors evaluated performance of non-independent directors in a separate meeting.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

Nomination and Remuneration Committee constituted under section 178 and clause 49 of the Listing Agreement identifies persons of integrity and probity, possessing relevant expertise, experience, leadership qualities, qualification, independence and other attributes required for the position of directors and recommend their appointment.

Remuneration policy in the Company is designed to create a high performance culture and ascertain that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Managerial Personnel and other employees of the quality, required to run the Company successfully. The remuneration to Directors, Key Managerial Personnel and Senior Managerial Personnel & other employees will be by way of fixed pay as per current policy of the Company and as per the provisions of Companies Act, 2013 and rules made there under.

AUDIT COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY

None of the criterion mentioned in section 135 of the Act relating to Corporate Social Responsibility applied to the Company during the financial year.

PARTICULARS OF EMPLOYEES

During the year under report none of the employee of the Company had no employee employed for the whole or the part of the year and was in receipt of remuneration prescribed under rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RETEVANT RULES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are as follows:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2014-15:

Sl No. Nature of Name Ratio Directorship

1 Mr. Ravinder Garg Chairmn & Whole-time 9.56:1 Director

2 Mr. Amit Garg Managing 9.56:1 Director

3 Mr. Nitin Garg Whole-time 9.56:1 Director

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year:

Sl No. Name Nature of % Directorship Increase

1 Mr. Ravinder Garg Chairmn & Whole- 250% time Director

2 Mr. Amit Garg Managing Director 250%

3 Mr. Nitin Garg Whole-time Director 250%

Note: For this purpose, Sitting Fess paid to directors has not been considered as remuneration.

(iii) The percentage increase in the median remuneration of employees in the financial year: 15.65%.

(iv) The number of permanent employees on the rolls of Company: 187 as on 31st March, 2015.

(v) The explanation on the relationship between average increase in remuneration and Company performance:

The Turnover for the financial year ended 31st March, 2015 increased by 25.55 % whereas the increase in median remuneration was 15.65%. The average increase in median remuneration was in line with industry benchmark and performance of the Company.

(vi) comparison of the remuneration of the key managerial personnel against the performance of the Company:

The Turnover for the financial year ended 31st March, 2015 increased by 25.55% whereas the increase in remuneration of Key Managerial Personnel was 250%. The increase in remuneration was in line with industry benchmark and performance of the Company

(vii) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars As on 31st March, 2015 As on 31st March, 2014 %

Closing Market Price 15.45 33.85 (-) 54.36

Market Capitalization 1491.36 Lacs 3267.50 Lacs (-) 54.36

P/E Ratio 23.77 41.79

(viii) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year- The Company has not made any public offer after initial public offer.

(ix) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 15.65% and its comparison with the percentile increase in the managerial remuneration was 250% and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

It's due to managerial remuneration was very low in previous years in comparison to employees.

(x) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

Same as mentioned in Para (vi) above.

(xi) The key parameters for any variable component of remuneration availed by the Directors:

There was no variable component paid to the Managing Director.

(xii) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

There was no employee who received remuneration in excess of directors.

(xiii) Affirmation that the remuneration is as per the Remuneration Policy of the Company: Yes

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no material weakness was observed by the internal auditor of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed herewith marked as Annexure I to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of the transactions with Related Parties to be provided in Form AOC-2 are annexed herewith as Annexure–II. Members can refer to Note to the Financial Statements which set out related party disclosures. There are no material transactions with any related party as defined under Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014. All related party transactions have been approved by the Audit Committee of your Company.

The policy on Related Party Transactions as approved by the Audit Committee and the Board is available on your Company's website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not made any loans, guarantees and investments which are governed by the provisions of section 186 of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion Analysis as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report and are referred to As Annexure III.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report and are referred to As Annexure IV.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) of the Companies Act, 2013 "the Act", your Directors subscribe to the "Directors' Responsibility Statement" and confirm that:

a) in the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations relating to material departures;

b) the accounting policies selected have been applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March,2015 and of the profit of your company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your company for preventing and detecting fraud and other irregularities;

d) the annual accounts of your Company have been prepared on a going concern basis;

e) your Company had laid down internal financial controls and that such internal financial controls are adequate and were operating effectively;

f) your Company has devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-V to this Report.

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy, including vigil mechanism to report genuine concerns of grievances, providing direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Whistle Blower Policy has been posted on the website of the Company.

FIXED DEPOSITS

During the year under review your Company has not accepted any fixed deposits and there were no unclaimed deposit or interest thereon as on 31st March, 2015.

HUMAN RESOURCES

Your Company firmly believes that people are its most valuable asset and it is ensuring that all the HR systems, processes and practices are helping people both personally and professionally. Currently, your Company is managing a pool of 187 people across all the locations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

INFORMATION ABOUT SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

No Company became or ceased to be subsidiary, joint venture or associate company during the year under review.

RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

No case of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was filed.

SECRETARIAL AUDIT

M/s. KJ & Associates, Company Secretaries in Practice, have been appointed by the Company as Secretarial Auditor to undertake Secretarial Audit of the Company, pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, The Secretarial Audit Report is annexed herewith as

Annexure–VI.

As regards auditors observation regarding in the Secretarial Audit Report, necessary compliance is being made by the Company.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Midha & Khurana, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the twenty sixth annual general meeting (AGM) of the Company held on till the conclusion of the twenty ninth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

AUDITORS' REPORT

The auditors' report does not contain any qualifications, reservations or adverse remarks.

COST AUDITORS

The Cost Audit Report for the financial year 2013-14 in XBRL format was submitted within due date on 29th September, 2014.

As per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder and the Cost Audit Orders issued from time to time, Cost Audit was not applicable to the Company for the financial year 2014-15.

ACKNOWLEDGEMENTS

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Company.

For and on behalf of the Board of Directors

Riba Textiles Limited

Ravinder Garg

Chairman and whole- time Director

Place : Panipat DIN 00202164

Date : 11.08.2015

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Mar 31, 2014

TO THE MEMBERS OF RIBA TEXTILES LIMITED.

The Directors have pleasure in presenting the 26th Annual Report on the working of the Company together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2013-14 2012-13

Revenue from Operation 9315.50 7541.59

Other Income 9.74 21.43

Gross Receipts 9325.24 7563.03

Profit before Depreciation, Interest and Tax 496.33 556.35

Depreciation 182.57 171.34

Interest 215.40 292.68

Profit before Tax 98.36 92.33

Provision for Taxation (Including last year 20.17 20.43

Profit after Tax 78.19 71.90

Add: Profit brought forward from previous 1686.47 1614.57 year

Balance transferred to Balance Sheet 1764.66 1686.47

FINANCIAL PERFORANCE & REVIEW

During the year under review, your company has achieved revenue from operation of Rs. 9315.50 lacs as compared to Rs. 7541.59 lacs in the previous financial year registering a growth of approximately 24^ . The company has earned a net profit of Rs. 78.19 lacs as against net profit of Rs. 71.90 lacs in the previous financial year.

DIVIDEND

Keeping in view the improvement in existing manufacturing facilities, modem&atidrer future investment possibilities in order to meet competition, to smoothen the liquidity position, your director have decided not to recommend any dividend for the year under review and plough back profits to be utilized for financing of aforesaid modernization expenses of the company.

DIRECTOR

Shri Nitin Garg retire by rotation pursuant to the provisions of the Companies Act, 2013 and being eligible, has offer himself for re-appointment.

Shri Vinod Kumar, Director has resigned from the Directorship of the Company w.e.f. 28™ July, 2014. Your Directors place on record its appreciation for the services rendered by Shri Vinod Kumar during his association with the Company.

Shri Rakesh Handa and Shri Prem Singh Paliwal , whose period of Office was liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956 are being appointed as Independent Director for a term of five consecutive years.

Tirsuant lo the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of he Company. Shri Randhir Singh was appointed as an Additional Director designated as an lndqolent Director vv.e.f. August, 122014 and he shall hold office up to the date of thdngishnnual General Meeting. The Company has received requisite notice in writing from a member proposing Shri Randhir Singh lor appointment as an Independent Director.

CORPORATE GOVERNANCE

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principals and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year 2013 14 are given in Corporate Government Report, which is attached and forms part of this report. The Auditors'' certificate on compliance with corporate governance norms is also attached thereto.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby stated that:

1. That in the preparation of the accounts for the financial year ended 31st March 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them constantly and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for preventing and detecting fraud and other irregularities,

4. That the directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

FIXED DEPOSIT

During the year under review, your company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

DEMATERIALIZATION OF EQUITY SHARES

The company''s equity shares are available for trading in the Depository system of both the National Securities Depository.Limited (NSDL) and the central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allotted by NSDL and CDSL to the company isINE 811H01017. The Demat status of the Company as on March 31, 2014 is as under:-

Particulars No of Shares Percentage

Electronic From NSDL 27,56,989 28.56%

Electronic From CDSL 67,07,104 69.48%

Total Demat Holding 94,64,093 98.04%

Physical Mode 1,88,777 1.96%

Total Shares 96,52,870 100%

LISTING

The securities of the Company are listed at Bombay Stock Exchange, Mumbai. The securities of the company were delisted from Delhi, Ludhiana and Ahmedabad Stock Exchange (Dated 19.03.2007). Listing fees for the Bombay Stock Exchange has been paid. The Scrip Code of the company is 531952

PARTICULARS OF THE EMPLOYEES

The Company had no employee whose particulars are required to be disclosed under section 217(2A) of the Companies Act, 1956 read with the rules made thereunder.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

INDUSTRIAL RELATIONS

During the year under review, industrial relations in the company had been cordial at various levels & had improved significantly. Board of Directors of the company places on record that effective steps taken last year had brought in improved relationships.

AUDITORS

M/s. Midha & Khurana, Chartered Accountants the company''s Auditors retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment which, if made, will be in confirmation with theprovisions of Section 140 of the Companies Act, 2013. Board recommends their appointment.

COST AUDITOR

In compliance with the provisions of the Companies Act 2013 the company has re-appointed M/s Nisha Vats & Co. as the cost auditors for the audit of the Cost Accounting Records of the company for the financial year 2014-15.

The appointment of Cost Auditor was made by the Board of Directors on the recommendation of Audit Committee."

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation and thanks to the Customers, Suppliers, Bankers, Shareholders, Central and Haryana Government for their valuable co-operation and assistance. Your Directors wish to place on record their appreciation for the contribution made by the employees at all level.

By Order of the Board of Directors

Sd/-

Ravinder Garg Chairman and whole-tme Director DIN No.00202164

12, August, 2014

Regd. Office DD-14 Nehru Enclave, Opp. Kalka ji post office, New Delhi - 110 019

CIN No. L18101DL1989PLC034528

---

Mar 31, 2013

TO THE MEMBERS OF RIBA TEXTILES LIMITED.

The Directors have pleasure in presenting the 25th Annual Report on the working of the Company together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

2012-13 2011-12

Total Sale 7541.59 6895.50

Other Income 21.43 38.28

Gross Receipts 7563.03 6933.78

Profit before Depreciation, Interest and Tax 556.35 605.16

Depreciation 171.34 215.01

Interest 292.68 302.32

Profit before Tax 92.33 87.83

Provision for Taxation (Including last year tax paid ) 20.43 10.05

Profit after Tax 71.90 77.78

Add: Profit brought forward from previous year 1614.57 1536.79

Balance transferred to Balance Sheet 1686.47 1614.57

OPERATIONS & FUTURE PROSPECTS

During the year under review, your company has achieved a turnover of Rs.7541.59 lacs against the last year turnover of Rs.6895.50 lacs showing a growth of 9.37%. Your Directors are hopeful that in the current financial year, company will achieve higher growth accompanied with better results.

DIVIDEND

The Board of Directors of your company is of the opinion that to smoothen the liquidity position, no dividend should be recommended & resources be utilized for financing of expansion project of the company.

DIRECTORS

Shri Rakesh Handa and Shri P.S. Paliwal, Directors, retire by rotation and being eligible, offer themselves for re-appointment. Your Directors solicits your approval for their appointment.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance compliance duly certified by the Company''s Statutory Auditors as required under clause 49 of the listing agreement forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby stated:

1. That in the preparation of the accounts for the financial year ended 31st March 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them constantly and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for preventing and detecting fraud and other irregularities,

4. That the directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

PARTICULARS OF EMPLOYEES

During the period under review, the company had no employee who are covered under Section 217(2 A) of the Companies Act 1956.

FIXED DEPOSIT

During the year under review, your company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

LISTING

The securities of the Company are listed at Bombay Stock Exchange, Mumbai. The securities of the company were delisted from Delhi, Ludhiana and Ahmedabad Stock Exchange. Listing fees for the Bombay Stock Exchange has been paid. Scrip Code of the company is 531952

AUDIT COMMITTEE

Pursuant to the provisions of clause 49 of the listing agreement, the Company has an Audit Committee of the Board of Directors. In beginning of the Financial Year, the Audit Committee was comprised of three Non- Executive Directors i.e. Shri Rakesh Handa, Shri Ravinder Garg and Shri P.S. Paliwal out of which Shri Rakesh Handa, Shri P.S. Paliwal and Shri Vinod Kumar, were Independent Directors. Shri Rakesh Handa was appointed as the Chairman of the Audit Committee. During the Financial Year 2012-13.

The terms of reference stipulated by the Board to the Audit Committee are, as contained under Clause 49 of the Listing Agreement, i.e.

a. Oversight of the Company''s financial reporting process and the disclosure of its financial information.

b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to the board, focusing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgment by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with Stock Exchange and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.

d. Reviewing with the management, external and internal auditors, the adequacy of internal control systems.

e. Reviewing the adequacy of internal audit functions.

f. Discussion with internal auditors any significant findings and follow up these on.

g. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

h. Discussion with external auditors before the audit commences nature and scope of audit as well as has post-audit discussion to ascertain any area of concern.

i. Reviewing the Company''s financial and risk management policies.

REMUNERATION COMMITTEE

Pursuance to clause 49 of the listing agreement, and as per the amendments introduced by Schedule XIII of the Companies Act 1956, at the beginning of Financial Year the remuneration committee of the company consisted of two Independent Non Executive Directors namely Shri Rakesh handa, and Shri P.S. Paliwal One Non-executive Director, Mr. Ravinder Garg and One Executive, Whole-time Director, Mr. Nitin Garg. During the Financial Year, 2012-13.

As per the responsibilities entrusted to the remuneration committee under the notification No. GSR (36 E) DT.16/01/2002 appointment and payment of remuneration to Managing Directors and Whole Time Directors of the company having no profits or have inadequate profits is required to be approved by the remuneration committee. During the year under review Shri Rakesh Handa, was elected as Chairman of the remuneration Committee.

DEMATERIALISATION OF SHARES

As per the circular issued by SEBI, shares of your company are under Demat mode accordingly to meet requirements. M/s BEETAL FINANCIAL & COMPUTER SERVICES (P) LTD have been appointed as Registrar and share transfer agent (RTA) for carrying out both transfer and demat work for the company as per the SEBI direction and such Registrar & Share Transfer Agent (RTA) shall look after entire share related matters of the company. The company has entered agreement with NSDL & CSDL for demat of shares.

ISIN NO.OF THE Company is INE811H1017

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Director''s report for the year ended 31st March, 2013 are given below :

A. CONSERVATION OF ENERGY

Energy Conservation Measures Taken:

- Control on illumination lights.

- The factory building has been constructed in such a manner to allow natural lighting.

- Additional Investment and Proposals, ''if any'', being implemented for reduction in consumption of energy:

- The boilers, fed on furnace oil have been replaced with the auto controlled boiler fed on rice husk/pat coke.

Impact of above measures on reduction of energy consumption and consequent impact on production of goods.

Significant:-

Cost of production has reduced and production has increased.

B. TECHNOLOGY ABSORPTION

RESEARCH AND DEVELOPMENT (R & D)

a) Specific areas in which R&D carried out (Designing of Towels for by the company. foreign market.)

b) Benefits derived as a result of above (Expected more orders)

c) Future plan of action

The company will go on with R&D activities to improve quality and reduce cost by reducing wastage.

EXPENDITURE ON R&D

No separate details of such expenditure can be ascertained. Research and Development is being carried out in normal course of business.

Technology Absorption, Adaptation and Innovation:

a) Efforts in brief made towards technology absorption, adaptation and innovation and benefits derived ther from. Improvement in export orders.

b) Imported Technology: No new Technology was imported during the year.

INDUSTRIAL RELATIONS

During the year under review, industrial relations in the company had been cordial at various levels & had improved significantly. Board of Directors of the company places on record that effective steps taken last year had brought in improved relationships.

AUDITORS

M/s. Midha Khurana Guglani & Co. Chartered Accountants the company''s Auditors retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re appointment which, if made, will be in confirmation with the provisions of Section 224 (1B) the of Companies Act, 1956.

COST AUDITORS

"In Compliance of the section 233B of the companies Act, 1956 read with the order dated 2nd May and General Circular No. 15/2011 dated April 11,2011 both issued by Cost Audit Branch, Ministry of Companies Affair, the company, the company has appointed M/s Nisha Vats & Co. as the cost auditors for the audit of the Cost Accounting Records of the company for the financial year 2012-13.

The appointment of Cost Auditor was made by the Board of Directors on the recommendation of Audit Committee. The audit committee has obtained a certificate from M/S Nisha Vats & Co. Confirming the independence and arm''s length relationship with the Company. The Cost Auditors have also confirmed their eligibility under section 224 (IB) under section 233B (5) read with section 224 and section 226(3) and (4) of the companies Act, 1956."

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation and thanks to the Customers, Suppliers, Bankers, Shareholders, Central and Haryana Government for their valuable co-operation and assistance. Your Directors wish to place on record their appreciation for the contribution made by the employees at all level.

For and on behalf of the Board of

RIBA TEXTILES LIMITED

Sd/-

Place: PANIPAT RAVINDER GARG

Date : 13.08.2013 Chairman

---

Mar 31, 2012

TO THE MEMBERS OF RIBA TEXTILES LIMITED.

The Directors have pleasure in presenting the 24th Annual Report on the working of the Company together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

2011-12 2010-11

Total Sale 6895.50 5121.76

Other Income 38.28 282.94

Gross Receipts 6933.78 5404.71

Profit before Depreciation, Interest and Tax 605.16 538.51

Depreciation 215.01 269.30

Interest 302.32 233.19

Profit before Tax 87.83 36.02

Provision for Taxation (Including last year tax paid ) 10.05 6.30

Profit after Tax 77.78 29.72

Add: Profit brought forward from previous year 1536.79 1507.07

Balance transferred to Balance Sheet 1614.57 1536.79

OPERATIONS & FUTURE PROSPECTS

During the year under review, your company has achieved a turnover of Rs.6895.50 lacs against the last year turnover of Rs.5121.76 lacs showing a growth of 34.63%. Your Directors are hopeful that in the current financial year, company will achieve higher growth accompanied with better results as company is proposing replacement of 4 burnt looms with other allied machines.

DIVIDEND

The Board of Directors of your company is of the opinion that to smoothen the liquidity position, no dividend should be recommended & resources be utilized for financing of expansion project of the company.

DIRECTORS

Shri Amit Garg and Shri Nitin Garg, Directors, retire by rotation and being eligible, offer themselves for re- appointment. Your Directors solicits your approval for their appointment.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance compliance duly certified by the Company's Statutory Auditors as required under clause 49 of the listing agreement forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby stated that:

1. That in the preparation of the accounts for the financial year ended 31st March 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them constantly and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for preventing and detecting fraud and other irregularities,

4. That the directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

PARTICULARS OF EMPLOYEES

During the period under review, the company had no employee who are covered under Section 217(2 A) of the Companies Act 1956.

FIXED DEPOSIT

During the year under review, your company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

LISTING

The securities of the Company are listed at Bombay Stock Exchange, Mumbai. The securities of the company were delisted from Delhi, Ludhiana and Ahmedabad Stock Exchange. Listing fees for the Bombay Stock Exchange has been paid. Scrip Code of the company is 531952

AUDIT COMMITTEE

Pursuant to the provisions of clause 49 of the listing agreement, the Company has an Audit Committee of the Board of Directors. In beginning of the Financial Year, the Audit Committee was comprised of three Non- Executive Directors i.e. Shri Rakesh Handa, Shri Ravinder Garg and Shri P.S. Paliwal out of which Shri Rakesh Handa and Shri P.S. Paliwal were Independent Directors. Shri Rakesh Handa was appointed as the Chairman of the Audit Committee. During the Financial Year 2012-13.

The terms of reference stipulated by the Board to the Audit Committee are, as contained under Clause 49 of the Listing Agreement, i.e.

a. Oversight of the Company's financial reporting process and the disclosure of its financial information.

b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to the board, focusing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgment by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with Stock Exchange and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.

d. Reviewing with the management, external and internal auditors, the adequacy of internal control systems.

e. Reviewing the adequacy of internal audit functions.

f. Discussion with internal auditors any significant findings and follow up these on.

g. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

h. Discussion with external auditors before the audit commences nature and scope of audit as well as has post-audit discussion to ascertain any area of concern.

i. Reviewing the Company's financial and risk management policies.

REMUNERATION COMMITTEE

Pursuance to clause 49 of the listing agreement, and as per the amendments introduced by Schedule XIII of the Companies Act 1956, at the beginning of Financial Year the remuneration committee of the company consisted of two Independent Non Executive Directors namely Shri Rakesh handa, and Shri P.S. Paliwal One Non-executive Director, Mr. Ravinder Garg and One Executive, Whole-time Director, Mr. Nitin Garg. During the Financial Year, 2012-13.

As per the responsibilities entrusted to the remuneration committee under the notification No. GSR (36 E) DT.16/01/2002 appointment and payment of remuneration to Managing Directors and Whole Time Directors of the company having no profits or have inadequate profits is required to be approved by the remuneration committee. During the year under review Shri Rakesh Handa, was elected as Chairman of the remuneration Committee.

DEMATERIALISATION OF SHARES

As per the circular issued by SEBI, shares of your company are under Demat mode accordingly to meet requirements. M/s BEETAL FINANCIAL & COMPUTER SERVICES (P) LTD have been appointed as Registrar and share transfer agent (RTA) for carrying out both transfer and demat work for the company as per the SEBI direction and such Registrar & Share Transfer Agent (RTA) shall look after entire share related matters of the company. The company has entered agreement with NSDL & CSDL for demat of shares.

ISIN NO.OF THE Company is INE811H1017

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Director's report for the year ended 31st March, 2012 are given below :

A. CONSERVATION OF ENERGY

Energy Conservation Measures Taken:

- Control on illumination lights.

- The factory building has been constructed in such a manner to allow natural lighting.

- Additional Investment and Proposals, 'if any', being implemented for reduction in consumption of energy:

- The boilers, fed on furnace oil have been replaced with the auto controlled boiler fed on rice husk/pat coke.

Impact of above measures on reduction of energy consumption and consequent impact on production of goods.

Significant:-

Cost of production has reduced and production has increased.

B. TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT (R & D)

a) Specific areas in which R&D carried out by the company. None

b) Benefits derived as a result of above Nil

c) Future plan of action

The company will take R&D activities to improve quality and reduce cost by reducing wastage.

EXPENDITURE ON R&D

No separate details of such expenditure can be ascertained. Research and Development is being carried out in normal course of business.

Technology Absorption, Adaptation and Innovation:

a) Efforts in brief made towards technology absorption, adaptation and innovation and benefits derived there from. NIL

b) Imported Technology: No new Technology was imported during the year.

INDUSTRIAL RELATIONS

During the year under review, industrial relations in the company had been cordial at various levels & had improved significantly. Board of Directors of the company places on record that effective steps taken last year had brought in improved relationships.

AUDITORS

M/s. Midha Khurana Guglani & Co. Chartered Accountants the company's Auditors retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re appointment which, if made, will be in confirmation with the provisions of Section 224 (1B) the of Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation and thanks to the Customers, Suppliers, Bankers, Shareholders, Central and Haryana Government for their valuable co-operation and assistance. Your Directors wish to place on record their appreciation for the contribution made by the employees at all level.

For and on behalf of the Board of RIBA TEXTILES LIMITED

Sd/- Place: PANIPAT RAVINDER GARG Date : 06.08.2012 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report on the working of the Company together with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

2010 2009

Total Sale 4890.71 5253.47

Other Income 42.41 8.94

Gross Receipts 4933.12 5262.41

Operating Expenses 4412.03 4768.47

_ Profit before Depreciation. Interest and Tax 521.09 493.94

Depreciation 294.59 229.99

Interest 202.30 240.85

Profit before Tax 24.20 23.10

_ Provision for Taxation (Including F.B.T) 4.29 3.34

Profit after Tax 19.91 19.76

Add: Profit brought forward from previous year 1487.16 1467.40

Balance transferred to Balance Sheet 1507.07 1487.16



OPERATIONS & FUTURE PROSPECTS

During the year under review, your company has achieved a turnover of Rs. 4890.71 lacs against the last year turn over of Rs.5253.47 lacs showing a slump of 6.91%. Your Directors are hopeful that in the current financial year, company will achieve higher growth accompanied with better results.

DIVIDEND

The Board of Directors of your company is of the opinion that to smoothen the liquidity position, no dividend should be recommended & resources be utilized for financing of expansion project of the company.

DIRECTORS

Shri Rakesh Handa and Shri Shailender Sharma Directors, retire by rotation and being eligible, offer themselves for re-appointment. Your Directors solicits your approval for their appointment.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance compliance duly certified by the Companys Statutory Auditors as required under clause 49 of the listing agreement forms part of this-report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby stated that:

1. That in the preparation of the accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them constantly and made judgments and estimates that were reasonable and prudent so as to. give a true and fair view of the state of affairs of the Company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for preventing and detecting fraud and other irregularities,

4. That the directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

PARTICULARS OF EMPLOYEES

During the period under review, the company had no employee who are covered under Section 217(2 A) of the Companies Act 1956.

FIXED DEPOSIT

During the year under review, your company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

LISTING

The securities of the Company are listed at Bombay Stock Exchange, Mumbai. The securities of the company were delisted from Delhi, Ludhiana and Ahmedabad Stock Exchange. Listing fees for the Bombay Stock Exchange has been paid. Scrip Code of the company is 531952

AUDIT COMMITTEE

Pursuant to the provisions of clause 49 of the listing agreement, the Company had constituted an Audit Committee of the Board of Directors. The Audit Committee comprises of two Independent Non-Executive Directors. Shri Shailender Sharma, Shri Rakesh Handa, Shri Shailendra Sharma was appointed as the Chairman of the Audit Committee.

The terms of reference stipulated by the Board to the Audit Committee are, as contained under Clause 49 of the Listing Agreement, i.e.

a. Oversight of the Companys financial reporting process and the disclosure of its financial information.

b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to the board, focusing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgment by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with Stock Exchange and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.

d. Reviewing with the management, external and internal auditors, the adequacy of internal control systems.

e. Reviewing the adequacy of internal audit functions.

f. Discussion with internal auditors any significant findings and follow up these on.

g. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

h. Discussion with external auditors before the audit commences nature and scope of audit as well as has post-audit discussion to ascertain any area of concern.

i. Reviewing the Companys financial and risk management policies.

REMUNERATION COMMITTEE

Pursuance to clause 49 of the listing agreement, and as per the amendments introduced by Schedule XIII of the Companies Act 1956, a remuneration committee was formed by the company consisting of two directors namely Shri Shailender Sharma and Shri Rakesh Handa As per the responsibilities entrusted to the remuneration committee under the notification No. GSR (36 E) DT.16/01/2002 appointment and payment of remuneration to Managing Directors and Whole Time Directors of the company having no profits or have inadequate profits is required to be approved by the remuneration committee. During the year under review Shri Shailender Sharma, was elected as Chairman of the remuneration Committee.

DEMATERIALISATION OF SHARES

As per the circular issued by SEBI, shares of your company are under Demat mode accordingly to meet requirements. M/s BEETAL FINANCIAL & COMPUTER SERVICES (P) LTD have been appointed as Registrar and share transfer agent (RTA) for carrying out both transfer and demat work for the company as per the SEBI direction and such Registrar & Share Transfer Agent (RTA) shall look after entire share related matters of the company. The company has entered agreement with NSDL & CSDL for demat of shares.

ISIN NO.OF THE Company is INE811H1017

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Directors report for the year ended 31st March, 2009 are given below

A. CONSERVATION OF ENERGY

Energy Conservation Measures Taken:

- Control on illumination lights.

- The factory building has been constructed in such a manner to allow natural lighting.

- Additional Investment and Proposals, if any, being implemented for reduction in consumption of energy:

- The boilers, fed on furnace oil have been replaced with the auto controlled boiler fed on rice husk/pat coke.

Impact of above measures on reduction of energy consumption and consequent impact on production of goods.

Significant- Cost of production has reduced and production has increased.



B. TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT (R&D)

a) Specific areas in which R&D carried out by the company. None

b) Benefits derived as a result of above Nil

c) Future plan of action

The company will take R&D activities to improve quality and reduce cost by reducing wastage.

EXPENDITURE ON R&D

No separate details of such expenditure can be ascertained. Research and Development is being carried out in normal course of business.

Technology Absorption, Adaptation and Innovation:

a) Efforts in brief made towards technology absorption, adaptation and innovation and benefits derived there from. NIL

b) Imported Technology: No new Technology was imported during the year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

Year 2010 Year 2009

(Amt. in lacs) (Amt. in lacs)

Foreign Exchange earning 4887.99 5248.59

Foreign Exchange outgoing 196.05 242.24



INDUSTRIAL RELATIONS

During the year under review, industrial relations in the company had been cordial at various levels & had improved significantly. Board of Directors of the company places on record that effective steps taken last year had brought in improved relationships.

AUDITORS

M/s. Midha & Associates,. Chartered Accountants the companys Auditors retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment which, if made, will be in confirmation with the provisions of Section 224 (IB) the of Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation and thanks to the Customers, Suppliers, Bankers, Shareholders, Central and Haryana Government for their valuable co-operation and assistance. Your Directors wish to place on record their appreciation for the contribution made by the employees at all level.

For and on behalf of the Board of

RIBA TEXTILES LIMITED

Sd/-

Place: PANIPAT RAVINDER GARG

Date: 09.08.2010 Chairman