Mar 31, 2018
DIRECTOR''S REPORT
TO THE MEMBERS OF RUBFILA INTERNATIONAL LIMITED
The Directors have pleasure to present their 25th Annual Report and the audited Annual Accounts for the year ended 31st March 2018.
1. Financial Results
Particulars |
Year ended 31st March, 2018 (Rs in lakhs) |
Year ended 31st March, 2017 (Rs in lakhs) |
Gross Income |
21773.10 |
18513.09 |
Profit before Interest and Depreciation |
3606.25 |
2238.27 |
Finance Charges |
(2.64) |
6.47 |
Profit before Depreciation |
3608.89 |
2231.80 |
Provision for Depreciation |
356.24 |
299.60 |
Net Profit before Tax |
3252.64 |
1932.20 |
Provision for Tax |
1145.13 |
679.93 |
Net Profit after Tax |
2107.51 |
1252.27 |
Balance of Profit brought forward |
5717.89 |
4918.37 |
Balance available for appropriation |
7825.42 |
6170.64 |
Dividend on Equity Shares |
324.13 |
216.09 |
Tax on proposed Dividend |
66.00 |
44.00 |
Transfer to General Reserve |
105.38 |
62.61 |
Surplus carried to Balance Sheet |
7720.02 |
6108.02 |
2. Performance Review
Your company achieved a higher turnover of Rs.21773.10 lakhs, an increase of 17.60% as com pa red to last year. This is the highest turnover achieved by the company in its history. The profit before depreciation and taxes is Rs.3608.89 Lakhs as compared to Rs. 2231.80 lakhs posted duringthe previous year. The earn ings per equity share (face valueRs. 5) fortheyearisRs.4.80. asagainstRs. 2.90 for the previous year.
3. Dividend and Transfer to Reserves
Your Directors have recommended a dividend of 20% (Rs.l per Share of face value Rs.5/-) for the year subject to the approval of shareholders at the ensuing Annual General Meeting. This will result in total payout for the year 2017-18 (including Dividend Distribution Tax) of Rs.390.13 Lakhs. (Rs.260.09 Lakhs in 2016-17). An amount of Rs.105.38. Lakhs, has been transferred to General Reserve as per the provisions of Companies Act, 2013.
4. Capital Expenditure
As on 31st March 2018, the gross fixed assets of the company stand at Rs.10302.92 Lakhs and net fixed assets Rs. 4968.81 Lakhs. Capital additions during the year amounted to Rs 1740.04 Lakhs, which include addition to Building for Rs.341.51 Lakhs, Plant & Machinery and other assets amounting to Rs.1079.11 Lakhs and Capital Work in Progress of Rs.319.42 Lakhs.
5. Future Prospects
Your company expects to retain its share in the domestic market even though there are challenges in the form of huge volume of imports coming from Malaysia and Thailand at lower prices. Higher price of natural latex in India compared to international markets is a major factor which decides the market dynamics. This impacts the profitability of the operations. With the brand well known in the Indian as well as international markets, your company is confident of meeting the challenges existing in the market and remain profitable.
6. Directors'' Responsibility Statement
The Directors report that
i. In the preparation of the annual accounts, the applicable accountingstandards have been followed along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the period ended 31st March 2018.
ill. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.
vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
7. Listing on Stock Exchanges
Your Company''s shares are listed on the Bombay stock exchange Ltd. The Company has paid listing fee for the year 2018-19.
8. Declaration on Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act, 2013 Mr. Samir K. Shah (DIN 01714717), Mr. S.N. Rajan (DIN 00105864), Mr. Patrick M Davenport (DIN 00962475), Ms. R. Chitra (DIN 01560585) and Mr. S H Merchant (00075865) are the Independent Directors of the Company. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Director during the year.
(a) in the opinion of the Board, these persons are of integrity and possess relevant expertise and experience;
(b) (i) who were not Promoters of the company or its holding, subsidiary or associate company
(ii) who are not related to Promoters or Directors in the company, its holding, subsidiary or associate Company;
(c) who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their Promoters or Directors, during the two immediately preceding financial years or during the current financial year;
(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their Promoters, or Directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, duringthe two immediately preceding financial years or during the current financial year;
(e) Who, neither himself/herself nor any of his/her relatives -
i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;
ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-
(A) a firm of auditors or company secretaries in practice or cost auditors or the company or its hold ing, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;
(iii) holds together with his/ her relative two per cent, or more of the total voting power ofthe company; or
(iv) is a Chief Executive or Director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of its Promoters, Directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or
(f) Who possess appropriate skills, experience and knowledge in one or more fields of finance,, law, management, sales, marketing, administration, research, corporate governance, technical operations and other disciplines related to the Company''s business.
A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms partofthis Report.
Further, the Independent Directors ofthe Company met once during the year on 28.01.2018 to review the performance of the Non-executive directors, Chairman of the Company and performance ofthe Board as a whole
9. Particulars of Loans, guarantees or investments
Pursuant to Section 186 of the Companies Act, 2013 your company has not directly or indirectly-
a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,
b) given any guarantee or provide security in connection with a loan to any other body corporate or person and
c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate
d) exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.
10. Deposits
Your company has not accepted any deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (acceptance of Deposit) Rules, 2014 and no amount remain unpaid or unclaimed as at the end ofthe period under review.
11. Conservation of Energy, technology absorption, foreign exchange earnings and outgo
Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, a re given in Annexure forming part of this report.
12. Related Party Transactions
All contracts/ arrangements / transaction entered by the Company during the financial year were in compliance with the applicable provisions ofthe Companies Act, 2013 and Rules made thereunder and accord ing to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All transactions entered into with the Related Parties during the financial year under the review were on an arm''s length basis and were in the ordinary course of business. There are no materially significant Related Party transactions made by the Company with its Promoters, Directors, Managementortheirrelatives that could have had a potential conflict with the interests ofthe Company at large. All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval.
The Company had framed a policy on materiality of related party transactions and on dealing with related party transactions. The policy as approved by the Board is uploaded on the Company''s website : http://www.rubfila.com/poli-cies.
The Members may refer to Note 40 to the Standalone Financial Statements which sets out the related party disclosures as per the Accounting Standards.
13. Corporate Social Responsibility:
The Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. The company believes and acts on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone.
The CSR Policy may be accessed on the Company''s website atthe link: http://www.rubfila.com/about us
The CSR activities are overseen by a committee of Directors comprising of Mr. BharatJ. Dattani (DIN 1462746), Mr. S.N.Rajan (DIN 00105864) and Mr.G Krishna Kumar on a regular basis.
During the year Company has spent Rs.22.33 Lakhs towards CSR expenditures. The areas in which amounts spent are palliative care, infrastructure development for charitable societies and schools, financial assistance to the needy in the society. A report on the Corporate Social Responsibility activities is annexed to this report.
14. Directors and Key Managerial Personnel
The Board of directors of the Company comprises of 11 directors as on the date of report. Your Board comprises Mr. Bharat J Patel as Non-executive Chairman, Mr. G. Krishna Kumar as Managing Director (Executive), Mr. Tommy Thompson, Mr. Bharat J. Dattani, Mr.Dhiren S. Shah, Mr.Hardik B. Patel as Promoter Non-executive Non-independent Directors and five Non-executive Independent Directors namely Mr.Samir K. Shah, Mr.Patrick M Davenport, Mr.S.N.Rajan, Mrs.R.Chitra and Mr.S.H.Merchant. The Details of composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.
In accordance with the Companies Act, 2013, Mr. Thomas Calton Thompson III (DIN 01509260) and Mr. Hardik B. Patel (holding DIN 00590663), retires by rotation and being eligible offer themselves for re-appointment in the ensuing Annual General Meeting.
No directors or Key Managerial Personnel were appointed or have resigned duringthe period under review.
Duringthe reporting period your Board metfive times. The details of the meeting and attendance of directors are provided in the Corporate Governance Report annexed herewith. Therewereno instancesin which the Board had not accepted any recommendation of the Audit Committee.
15. Performance Evaluation
The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 stipulates the performance evaluation of the Directors including Chairman, the Board and its Committees. The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc, which is in compliance with applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.
16. Policy on Nomination and Remuneration and Performance evaluation of Directors, KMP and Senior Management Personnel:
Policy in accordance with the provisions of Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration Policy. The Nomination and Remuneration Policy prescribes for the criteria for determining the qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, Key Managerial Personnel, senior management employees including functional heads and other employees. The Nomination and Remuneration Policy of the Company is available on the website of the Company in the following weblink: http:// www.rubfila.com/img/pdf/ Nomination-Remuneration-Policy.pdf
17. Auditors
a) Statutory Auditors
Shareholders in their meeting held on 15-09-2017 appointed M/s. Cyriac & Associates, Chartered Accountants (Firm Registration No. 014033S.) as Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of 24th Annual General Meeting until the conclusion of29th Annual General Meeting, subjectto ratification oftheirappointmentat every Annual General Meeting.
There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors'' Report.
During the period under review, there were no frauds reported by the auditors under provisions of the Companies Act, 2013
b) Secretarial Auditors
Pursuantto the provisions of Section 204 of the Actand the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of the Company had appointed M/s. SVJS& Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31,2018. The Secretarial Auditors have submitted their report and the Board took note of the same. The Secretarial Audit Report is annexed herewith.
c) Cost Audit
M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2017-18 and a resolution for ratification of the appointment and remuneration payable was approved by the members in their meeting held on 15-09-2017. The remuneration payable for the Financial Year2018-19 will be ratified in theensuingAnnual General Meeting.
d) InternalAuditors
The Board has appointed M/s.Pratapkaran Paul & Company, Chartered Accountants, Chennai as the Internal Auditors of the Company pursuant to Section 138 of the Companies Act, 2013 for the period 2017 -18.
18. Disclosures:
i) Particulars of employees:
Your Company believes that ''people make the difference'' and acts accord ing to this principle. In line with the importance of its human capital, it provides positive work environment which is conducive, flexible and enriched.
No employee of the Company was in receipt of remuneration exceeding the amount prescribed under 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company is not paying any commission to its Directors.
The details of other employees required to be provided in compliance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith.
ii) Vigil Mechanism /Whistle Blower Policy
Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the Regulation 22 of SEBI (List-ingObligationsand Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and has adopted a whistle blower policy for the directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct.
The whistle blower policy of the Company is available in thefollowingweb link: http:www.rubfila.com/policies
iii) Risk Management Policy:
The Company has set up a robust risk managementframe-work to identify, monitor and minimize risk and also to identify business opportunities. The Audit Committee also functions as the Risk Management Committee.
The Risk Management policy of the Company is available in thefollowingweblink: www.rubfila.com/policies
iv) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Worn en at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
The following is the summary of sexual harassment complaints received and disposed off during the period under review:
No. of complaints at the beginning of the year : Nil.
No. of complaints received during the year : Nil.
No. of complaints disposed off during the year : Nil.
No. of complaints at the end of the year : Nil
v) Employees Stock Option Scheme (ESOS):
The Scheme "RUBFILA ESOS-2017" introduced by the Company to reward the eligible employees of the Company for their performance and to motivate them to contribute to the growth and profitability of the Company was approved by the members in their meeting held on 15-09-2017 in terms of SEBI (Share Based Employee Benefits) Regulations, 2014 (SEBI Regulations). No options were granted by the Company under the above scheme as on 31-03-2018.
Company has obtained in-principle approval from BSE vide their letter dt. 03-07-2018 for the Scheme. Accordingly the Nomination and Remuneration Committee has granted 670000 options to the eligible employees of the Company in their meeting held on 01-08-2018.
There has not been any material change in the Employee Stock Option Scheme during the reporting period.
The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). The Company has received a certificate from the Auditors of the Company that the scheme is implemented in accordance with the SBEB Regulations and the resolution passed by the shareholders in the Annual General Meeting held on 15-09-2017. The certificate would be available at the Annual General Meeting for inspection by the shareholders. The details as required to be disclosed under SBEB Regulations and certificate from Auditors are available on the Company''s website and may be accessed at www.rubfila. com/ investors
vi) Change in the Nature of Business, if any
There was no change in the nature of business of the Company during the Financial Year 2017-18.
vii) Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Yearof the Company to which the financial statements relate and the date of the report.
No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statements relate and the date of report.
viii) Significant or Material Orders passed by Regulators / Courts/Tribunals
During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
ix) Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any subsidiaries, Joint Ventures and Associate Companies as on the reporting date. Duringtheyear under review, no companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies.
x) Internal Financial Controls
Internal Financial Controls a re an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurancethatour internal financial controls are designed effectively and are operating as intended
xi) Extract of Annual Return
The Extract of Annual Return in Form No.MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 is available on the website of the Company in the following weblink: www.rubfila.com/ investors
xii) Cost Records
The Company has maintained cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, in respect of manufacturing activities of the Company.
xiii) Secretarial Standards
The directors state that the applicable Secretarial Standards as prescribed the Institute of Company Secretaries of India i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively have been duly followed by the Company.
xiv) Management Discussion Analysis Report
Management Discussion Analysis Reportfortheyear under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section form ing part of the Annual Report.
xv) Corporate Governance
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
19. Appreciation and Acknowledgement
Your Directors acknowledge with gratitude the co-operation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, M/s. Integrated registery management services Pvt Ltd. Enterprises India Ltd, Banks, and otheragencies of the Central and State government.
Your Directors also wish to place on record the sincere appreciation of services rendered by the employees at aII the levels towards your company''s success during the year under review and shareholders for their active support and co-operation.
For and on behalf of Board of Directors |
|
BharatJ. Patel |
|
Place : Mumbai |
DIN 01100361 |
Date : 01-08-2018 |
Chairman |
To The Director''s Report Energy, technology absorption, foreign exchange earnings and outgo
A. CONSERVATION OF ENERGY
a) The company continues with its efforts to improve conservation of energy through a series of steps which were implemented overthe past years some of which are listed below:
1. Rainwater harvesting system in all plant area.
2. Surplus water collected which cannot be stored is directed back to the aquifers to recharge the water tables.
3. Waste Heat recovery system for heating purposes so as not to waste any energy.
4. Water flow meters installed in various pipe lines to monitor and reduce water consumption.
5. Wet scrubber installed at Thermic Fluid Heater flow gas outletto control the dust emission.
6. Additional 320 KVR Capacitor Bank incorporated in the main distribution system to improve electrical efficiency.
1. LED light fittings provided at various points to reduce electricity consumption.
b) Additional investment and proposal if any: Nil
c) Impact of the measures (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production : Above initiatives have resulted in overall reduction in the consumption of power and fuel. Rainwater harvesting has helped the company to limit the usage of underground water during monsoon. Rainwater in excess of storing capacity is directed back to the aquifers to recharge water table.
B. TECHNOLOGY ABSORPTION
Disclosure of Particulars with respect to Research and Development, Technology Absorption is as follows:
Research and Development:
1) Specific areas of Research and Development Activities carried out by the Company |
: Nil |
2) Benefits derived as a result of the above Research and Development work |
: N.A |
3) Future plan of action |
: Nil |
4) Expenditure on Research and Development a) Capital |
: Nil |
b) Recurring |
: Nil |
c) Total |
: Nil |
a) Total Research & Development charged to Expenditure as a percentage of total turnover Technology -Absorption, Adaptations Innovation |
: Nil |
1. Efforts in brief made towards technology Absorption, adaptation and innovation |
: Nil |
2. Benefits derived as a result of the above efforts, product improvement, cost reduction, product development, import substitution, etc |
: Nil |
3. In case of imported technology (imported Duringthe Iast5years reckoned from the beginning of the financial year) the information may be furnished a) Technology imported |
: Nil |
b) Year of Import |
: N.A |
c) Extent of absorption |
: N.A |
C) FOREIGN EXCHANGE EARNINGS & OUT GO
(Rs. in lacs)
1) FOREING EXCHANGE EARNINGS a) ExportofHRLRT |
: 2830.62 |
2) FOREIGN EXCHANGE OUT GO a) Raw materials |
: 810.22 |
b) Capital Purchase |
: 55.86 |
c) Sales Commission |
: 6.13 |
d) Travelling Expenses |
: 3.86 |
e) Other Expenditure |
: 8.89 |
For and on behalf of Board of Directors |
|
BharatJ. Patel |
|
Mumbai |
DIN 01100361 |
01-08-2018 |
Chairman |
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2018
[Pursuantto Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members
Rubfila International Limited
New Industrial Development area, Menon Para Road
Kanjikode, Palakkad, Kerala - 678621
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Rubfila International Limited [CIN: L25199KL1993PLC007018] (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing our opinion thereon.
Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the Rules made
there under; (ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and
the Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
I 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, I 1993 regarding the Companies Act and dealing with client;
(d) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996;
(e) The Securities and Exchange Board of India (Issue Of Capital and Disclosure Requirements) Regulations, 2009;
(f) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(vi) As informed to us, the following other laws are specifically applicable to the Company:
1. The Factories Act, 1948;
2. The Air (Prevention and Control of Pollution) Act, 1981;
3. The Water (Prevention and Control of Pollution) Act, 1974;
4. The Environment (Protection) Act, 1986;
5. Battery (Management and Handling) Rules, 2001;
6. Hazardous Wastes (Management, Hand ling and Trans-boundary Movement) Rules, 1989;
7. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards relating to Board (SS 1) and General Meetings (SS2) issued by The Institute of Company Secretaries of India; (ii) The Listing Agreement entered into by the Company with BSE Limited;
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that
The Board of directors of the Company comprises of Executive Directors, Non-Executive Directors and Independent Directors. The Chairman of the Company is a promoter and regular nonexecutive and is related to persons occupying the positions at the level of the Board of directors.As per Regulation 17 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, atleast half of the Board of Directors of the Company shall consist of Independent Directors. However out of the 11 directors of the
Company only 5 are Independent Directors. The change in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions of the Board were unanimous and the same was captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period:
1. The Company has issued 40,00,000 convertible warrants on Preferential Basis to Promoters and Person Acting in Concert (PAC) in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 through Special Resolution passed in the Extra-ordinary General Meeting held on 19th April, 2017. The Board of Directorsof the Company in its meeting held on 23rd January, 2018 have converted 20,00,000 convertible warrants into equal number of equity shares of the Company.
2. The Company in the Annual General Meeting held on 15th September, 2017 have obtained approval for the "Rubfila International Limited - Employee Stock Option Scheme 2017" (RUBFILA ESOS 2017)for grant of stock options not exceeding 15,00,000 to the eligible employees of the Company.
We further report that during the audit period there were no instances of:
(i) Public/ Right/issue of debentures /sweat equity etc.
(ii) Redemption/buy-back of securities.
(iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013.
(iv) Merger/ amalgamation / reconstruction, etc.
(v) Foreign technical collaborations.
This report is to be read with our letter of even date which is annexed as''AnnexureA'' and forms an integral part of this Report.
For SVJS& Associates |
|
Company Secretaries |
|
Kochi |
Sd/- |
01.08.2018 |
P Sivakumar |
Managing Partner |
|
FCS: 3050 |
|
CPNo:2210 |
To,
The Members
Rubfila International Limited
New Industrial Development area, Menon Para Road
Kanjikode, Palakkad, Kerala - 678621
Our report of even date is to be read a long with this letter.
1. Maintenance of the Secretarial records is the responsibility of the management of the Company. Our responsibility as Secretarial Auditors is to express an opinion on these records, based on our audit.
2. During the audit, we have followed the practices and process as were appropriate, to obtain reasonable assurance about the correctness of the contents of the Secretarial records. We believe that the process and practices we followed provide a reasonable basis for our report.
3. The correctness and appropriateness of financial records and Books of Accounts of the Company have not been verified.
4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards etc. is the responsibility of management. Our examination was limited to the verification of the procedures and compliances on test basis.
6. While forming an opinion on compliance and issuing the Secretarial Audit Report, we have also taken into consideration the compliance related actions taken by the Company after SlstMarch 2018 but before issue of the Report.
7. We have considered actions carried out by the Company based on independent legal/professional opinion as being in compliance with law, whereverthere was scope for multiple interpretations.
For SVJS & Associates |
|
Company Secretaries |
|
Kochi |
Sd/- |
01.08.2018 |
P. Sivakumar |
Managing Partner |
|
PCS: 3050 |
|
CPNo:2210 |
Annual Report on Corporate Social Responsibility activities:
1 |
a) Brief outline of the Company''s CSR Policy : |
Company believes and act on the philosophy of compassion and giving back to the society, characterized by the willingness to help build a better society The CSR Policy focuses on addressing critical social, environmental and economic needs of the marginalized /underprivileged sections of the society |
b) Overview of project or programmes proposed to be |
||
Undertaken : |
Projects in line with the CSR Policy of the Company |
|
c) Weblink of CSR Policy : |
http://www.rubfila.com/About us/CSR Policy |
|
2. |
The Composition of CSR Committee : |
The Committee consists of three directors out of which two are nonexecutive directors. |
The details of composition of the committee is mentioned in the Report on Corporate Governance attached to this Annual Report. |
||
3. |
Average Net prof it of the company for the last three : |
Rs.1137.99 Lacs |
financial years |
||
4. |
Prescribed CSR Expenditure (2% of the above) : |
Rs. 22.76 Lacs |
5. |
a) Details of CSR spent during the financial year : |
Rs. 22.33 Lacs |
b) Amount unspent, if any : |
Rs. 0.43 Lacs |
c) Manner in which the amount spent during the financial
SI. No. |
CSR Project orActivity Identified |
Sector in which the project is covered |
Projects or Programmes includingthe state and district where the projects or programmes was undertaken |
Amount outlay (Budget) projector programme wise |
Amount spent on the projects or programmes, Direct expenditure on projects overheads |
Cumulative expenditure up to reporting period |
Amount spent direct orthrough implementing agency |
1 |
Financial assistance given to an under privelliged fortreat-ment & incinerator donated foran oldage home |
Promoting Health Care including preventive health care and sanitation |
Palakkad Kerala |
1.08 lacs |
1.08 lacs |
1.08 lacs |
Direct |
2 |
Auditorium forthe Govt. Vocational Higher Secondary School, Kanjikode, Palakkad, Kerala |
Promoting Education in-cludingSpecial Education among Children, Women, Elderly and the differently abled |
Palakkad Kerala |
21.25 lacs |
21.25 lacs |
22.33 lacs |
Direct |
6. In case the company failed to spend the prescribed amount reason for the same. |
: Company couldn''t identify suitable project to spent an amount of Rs. 0.43 Lacs duringtheyear2017-18 |
Implementation and monitoring of CSR policy is in compliance with CSR objectives and Policy of the Company
For and on behalf of Board of Directors |
|
BharatJ Pate I |
|
Mumbai |
DIN 01100361 |
01-08-2018 |
Chairman |
Mar 31, 2016
2. Performance Review
The Directors have pleasure to present their 23rd Annual Report and the audited Annual Accounts for the year ended 31st March 2016.
1. Financial Results '' in |_akhs
Particulars |
Year ended 31st March, 2016 (Rs in lakhs) |
Year ended 31st March, 2015 (Rs in lakhs) |
|
Gross Income |
17193.90 |
16905.93 |
|
Profit before Interest and Depreciation |
1629.45 |
2283.40 |
|
Finance Charges |
21.06 |
8.98 |
|
Profit before Depreciation |
1608.39 |
2274.42 |
|
Provision for Depreciation |
290.55 |
272.61 |
|
Net Profit before Tax |
1317.84 |
2041.76 |
|
Provision for Tax |
515.01 |
682.90 |
|
Net Profit after Tax |
802.83 |
1358.86 |
|
Balance of Profit brought forward |
4415.76 |
3514.98 |
|
Balance available for appropriation |
5218.59 |
4873.84 |
|
Dividend on Equity Shares |
216.09 |
324.13 |
|
Tax on proposed Dividend |
44.00 |
66.00 |
|
Transfer to General Reserve |
40.14 |
67.94 |
|
Surplus carried to Balance Sheet |
4918.37 |
4415.76 |
Your company achieved a higher turnover of Rs.17193.90 Lakhs, an increase of 1.7 % as compared to last year. The Profit before depreciation and taxes is Rs.1608.39 Lakhs as compared to Rs.2274.42 Lakhs posted during the previous year. The earnings per equity share (face value Rs. 5) for the year is Rs. 1.86 as against Rs.3.14 for the previous year. The loss of production at the Kerala plant for 42 days due to labour unrest and other challenges in the market contributed to the dip in the profits. With the rubber prices in the international markets at lower levels than India, imports of rubber threads at cheaper prices were dumped into the country. This led to severe pressure on the margins and hence the profitability. Through a series of prudent operational and financial strategies, the Company managed to limit the impact of above issues on the performance of the Company.
3. Dividend and Transfer of Reserves
Your Directors have recommended a dividend of 10% (Re.0.50 per Share of face value Rs.5/-) for the year subject to the approval of shareholders at the ensuing Annual General Meeting. This will result in total payout for the year 2015-16 (including Dividend Distribution Tax) of Rs.260.09 Lakhs. (Rs. 390.13 Lakhs in 2014-15). An amount of Rs.40.14 Lakhs, has been transferred to General Reserve as per the provisions of Companies Act, 2013.
4. Capital Expenditure
As on 31st March 2016, the gross fixed assets of the company stand at Rs.7465.15 Lakhs and net fixed assets Rs 2778.92 Lakhs. Capital additions during the year amounted to Rs 195.11 Lakhs, which include addition to Building for Rs.39.09 Lakhs, Plant & Machinery and other assets amounting to Rs.156.02 Lakhs.
5. Future Prospects
The market for rubber threads has been growing, though mutedly and alternate materials have gained acceptance in the user industry. Hence the growth of elastic market will not entirely reflect in the growth of rubber thread market since it will share the space with alternate materials used by customers.
One of the biggest challenges faced by the rubber thread industry is with regards to pricing of latex, the major raw material. The government has been under pressure to protect the farmers and steps have been initiated to restrict imports of natural rubber into the country. This makes the Indian manufacturers to compete against the players from South East Asia who have access to latex at much lower prices. The international players have been dumping rubber threads into the Indian market compressing the margins available.
With India having trade agreements with ASEAN countries, the lower customs duty on rubber thread adds more challenges to the domestic industry. The customs duty is slated to be reduced to zero in the next few years and this could be a major challenge for the industry. Since your company has achieved a position of repute in the market over the past two decades, it remains as an important supplier of choice for the rubber thread customers of India. Rubfila also has carved a name for itself in the international market with customers spread out in many countries.
Even as challenges remain as a grave concern, the company believes that its credentials in the market along with the ability and agility to face challenges would help to steer out of any adverse situations.
6. Directors'' Responsibility Statement
The Directors report that
i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of the company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.
vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
7. Listing on Stock Exchanges
Your Company''s shares are listed on the Bombay stock exchange Ltd. During the year under review, your company''s share price had touched Rs.67.40 per equity share. The closing price on shares on BSE as on 31.03.2016 was Rs.34.10 as against Rs.38.40 for the year ended 31.03.2015.
8. Declaration on Independent Directors
Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Indenpendent Directors of the Company Mr. Samir K. Shah (DIN 01714717), Mr.S.N.Rajan (DIN 00105864), Mr. Patrick M Davenport (DIN 00962475) and Ms.R.Chitra (DIN 01560585) have given declaration to the Company that they qualify the criteria of independence as mentioned below:
(a) in the opinion of the Board, are persons of integrity and possess relevant expertise and experience;
(b) (i) who were not Promoters of the company or its holding, subsidiary or associate company
(ii) who are not related to Promoters or Directors in the company, its holding, subsidiary or associate Company;
(c) who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their Promoters or Directors, during the two immediately preceding financial years or during the current financial year;
(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their Promoters, or Directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
(e) Who, neither himself nor any of his relatives -
i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;
ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -
(A) a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;
(iii) holds together with his relative two per cent, or more of the total voting power of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of its Promoters, Directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or
(f) Who possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations and other disciplines related to the Company''s business.
A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.
Further, the Independendent Directors of the Company met once during the year on 12.02.2016 to review the performance of the Non-executive directors,, Chairman of the Company and performance of the Board as a whole.
9. Particulars of Loans, guarantees or investments Pursuant to Section 186 of the Companies Act, 2013 Your company has not directly or indirectly-
a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,
b) given any guarantee or provide security in connection with a loan to any other body corporate or person and
c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate
d) exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.
10. Deposits
Your company has not accepted any deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (acceptance of Deposit) Rules, 2014 and no amount remain unpaid or unclaimed as at the end of the period under review.
11. Related Party Transactions
All Transaction entered into with the Related Parties during the financial year under the review were on an arm''s length basis and were in the ordinary course of business. There was no materially significant transaction with the Company''s Promoters, Directors, Management or their relatives that could have had a potential conflict with the interests of the Company. All Related Party Transaction up to March 31, 2016 were placed before the Audit Committee as also the Board for approval. The policy on Materiality of and dealing with Related party transactions as approved by the Board is uploaded on the Company''s website on the below link: http:/rubfila.com/policies
None of the Directors has any pecuniary relationships or transactions except to the extent of remuneration drawn by the directors. The Form AOC - 2 containing the particulars of contracts or arrangements with related parties made during the period under review is annexed herewith.
12. Conservation of Energy, technology absorption, foreign exchange earnings and outgo
Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are given in Annexure forming part of this report.
13. Corporate Social Responsibility:
The Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. The company believes and acts on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone.
The CSR Policy may be accessed on the Company''s website at the link:http:www.rubfila.com/about us
The CSR activities are overseen by a committee of Directors comprising of Mr. Bharat J. Dattani (DIN 1462746), Mr. S.N. Rajan (DIN 00105864) and Mr. G Krishna Kumar on a regular basis.
During the year Company has spent Rs.24.07 Lakhs towards CSR expenditures. The areas in which amounts spent are palliative care, infrastructure development for charitable societies, financial assistance to the needy in the society, contribution to the dialysis centre and other public health sector for treatment. A report on the Corporate Social Responsibility activities is annexed to this report.
14. Directors
The Board of directors of the company is comprises of aNon-Executive Chairman, Managing Director (Executive), four Non-Executive Promoter Directors and four Non-executive Independent Directors Including a women director in compliance to the provisions of the Companies Act and SEBI regulations. The Details of composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report. In accordance with the Companies Act, 2013, Mr.Bharat J. Dattani (DIN 1462746), and Mr. Thomas Calton III (Tommy Thompson) ( DIN 1509260), retires by rotation and being eligible offers themselves for reappointment in the ensuring Annual General Meetings.
No directors of Key Managerial Personnel were appointed or have resigned during the period under review.
During the year 2015-16 five Meetings of the Board of Directors were held. Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors, has carried out an annual performance evaluation of its own, Subcommittees of Board and individual directors, based on the criteria laid down in the Nomination Remuneration and Evaluation Policy of the Company.
15. Policy on Nomination and Remuneration and Performance evaluation of Directors, KMP and Senior Management Personnel:
The Board based on the recommendation of the Nomination and Remuneration Committee has furnished a Nomination and remuneration Policy of Directors, Key Managerial Personnel of the Company. The same is available in the following weblink:www.rubfila. com/policeies
The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is annexed to this report.
16. Statutory Auditors
M/s Mohan & Mohan Associates, Chartered Accountants, Thiruvananthapuram Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Provisions of Companies Act 2013, it is proposed to reappoint them as Statutory Auditors for the financial year 2016-17 from the conclusion of this Annual General
Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders. M/S Mohan & Mohan Associates have given necessary Certificate as per Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.
There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditor''s Report.
During the period under review, there were no frauds reported by the auditors under provisions of the Companies Act, 2013
17. Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of the Company had appointed M/s. SVJS & Associates, company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2016. The Secretarial Auditors have submitted their report and the Board took note of the same. The Secretarial Audit Report is annexed herewith.
18. Cost Audit
M/s Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2015-16 and a resolution for ratification of the remuneration payable is included in the Notice calling the Annual General Meeting.
19. Internal Auditors
The Board has appointed M/s. Pratapkaran Paul & Company, Chartered Accountants, Chennai as the Internal Auditors of the Company pursuant to Section 138 of the Companies Act, 2013 for the period 2015-16.
20. Disclosures :
I) Information Pursuant to Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014
In terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has no employee drawing salary exceeding Rs. 60.00 Lakhs per annum or Rs. 5.00 lakhs per month during the year under review.
The Company is not paying any commission to its Directors.
ii) Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177 of the Companies Act, 2013 the rules made there under and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and has adopted a whistle blower policy for the directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct.
The whistle blower policy of the Company is available in the following web link:http:www. rubfila.com/ policies
iii) Risk Management Policy :
The Company has set up a robust risk management framework to identify, monitor and minimize risk and also to identify business opportunities. The Audit Committee also functions as the Risk Management Committee.
The Risk Management policy of the Company is available in the followingweblink:www.rubfila.com/ policies
iv) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
The Company has not received any complaint under the Sexual Harassment of Women at work place (Prevention and Redressal) Act, 2013.
v) Employees Stock Option Scheme (ESOS):
The Company in its Annual General Meeting held on 12.08.2014 has approved an Employee Stock Option Scheme (ESOS) pursuant to the provisions of the Companies Act and SEBI Regulations.
During the period under review your Company has not granted or vested any options. Further, no options was exercised and have lapsed during the period ended 31.03.2016.
vi) Change in the Nature of Business, if any
There was no change in the nature of business of the Company during the Financial Year 2015-16.
vii) 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.
No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statements relate and the date of report.
viii) Significant or Material Orders passed by Regulators / Courts / Tribunals
During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
ix) Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiaries, Joint Ventures and Associate Companies as on the reporting date. During the year under review, no companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies
x) Internal Financial Controls
The Company has established adequate internal control system which is commensurate with its nature and volume of operations.
xi) Extract of Annual Return
The Extract of Annual Return in Form No.MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 is annexed hereto and forms part of this report.
xii) Corporate Governance
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is attached to thereport on Corporate Governance.
21. Appreciation and Acknowledgement
Your Directors acknowledge with gratitude the cooperation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, M/s. Integrated Enterprises India Ltd, Banks, and other agencies of the Central and State government.
Your Directors also wish to place on record the sincere appreciation of services rendered by the employees at all the levels towards your company''s success during the year under review and shareholders for their active support and co-operation.
For and on behalf of Board of Directors
Bharat J. Patel
DIN 01100361
Chairman
Mumbai
05-08-2016
Mar 31, 2015
The Directors have pleasure to present their 22nd Annual Report and
the audited Annual Accounts for the year ended 31st March 2015.
Financial Results
Year ended 31st
March, 2015 Year ended 31st
March, 2014
[Rs in
lakhs) (Rs in lakhs)
Total Income 16905.93 13132.80
Profit before
Depredation 2274.42 1704.76
Profit before
Tax 2001.32 1397.27
Profit after tax 1358.87 928.85
EFS (face value Rs. 5) Rs. 3.14 Rs. 2.15
Performance Review
Your company has continued to grow this year aIso and has achieved an
all time high performance in its history as far as turnover and profits
are concerned. . The gross revenues touched Rs. 16905.93 Lacs, 28.73 %
more than last year whereas profit before depreciation and taxes
touched Rs.2274.61 Lacs , 33.70 % higher compared to previous year. The
earnings per equity share (face value Re, 5} for the year increased to
Rs. 3.05 from Rs,2,14 in the previous year. It is to be noted that the
company had achieved better performance for the year irrespective of
the challenges which existed in the market. The com pa n y h as been
following prudent financial management and has operated this year also
with no debt support from any institutions,
Dividend
Your Directors have recommended a dividend of 15% (Re.0.75 per Share of
face value Rs, 5/-) for the year, (as against 12% for the previous year
ended 31st March, 2014), subject to the approval of the shareholders
at the ensuing Annual General Meeting. This will result in total payout
for the year 2014-15 (including Dividend Distribution Tax) of Rs.
390.13 Lacs. (Rs. 303,38 Lacs in 2013-14). An amount of Rs. 68.00 Lacs
has been transferred to General Reserve as per the provisions of
Companies Act, 2013,
Capital Expenditure
As on 31st March 2015, The gross fixed assets of the company stand at
Rs.7270.04 Lacs and net fixed assets Rs 2874.3 7 Lacs. Capital
additions during the year amounted to Rs.360.23 Lacs, which include
addition to Building for Rs. 123.44 Lacs, Plant & Machinery and other
assets amounting to Rs.236.79 Lacs.
Future Prospects
The rubber thread industry witnessed highly volatile situations in the
past year due to a variety of factors like over capacity in the Indian
and international market, latex price fluctuations etc. The challenges
continue to remain in the medium term in view of the highly volatile
latex prices in India compared to very low prices existing in Malaysia
and Thailand. The steps taken by the government to safeguard the
interests of rubber growers has aggravated the situation with the
Indian latex prices reaching almost the double that of international
prices. This has led to large volume of imports of threads into the
country putting pressure on the pricing. Rubbia continues to enjoy a
dominant position in the Indian market even as its presence in the
international market is also growing.
The installed production capacity of the Company has grown from 6350 MT
to 11500 MT per annum by 2014. In addition to this, the company has
also entered into exclusive manufacturing arrangement with M/s. Abhisar
Build well P Ltd., the second largest manufacturer of Rubber threads in
India and thus has got a total capacity of 15500MTperannum at its
disposal.
The year 201 5-16 will be the first year when all the above mentioned
capacity would be available on a full year basis and the company
expects to achieve a better turnover this year.
Directors1 Responsibility Statement
The Directors report that
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgment* and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for that period.
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern
basis.
v. The Directors, have laid down internal financial controls to be
followed by the company and that subinterval financial controls are
adequate and are operating effectively.
vi. The directors have devised proper systems to ensure compliance with
the provisions-of all applicable laws and that such systems are
adequate and operating effectively.
Listing on Stock Exchanges
Your Company's shares are listed on the Bombay stock exchange. During
the year under review, your company's share price had touched Rs.52,BG
per equity share. The Shan- price quoted at BSE at the closing on
31.03.2015 which was Rs.38.40 against the closing price of Rs. 17.40
on31,03.2014.
Corporate Governance
As required by Clause 4 9 of the Listing Agreement with the
Stock Exchanges, the Corporate Governance Report, Management Discussion
and Analysis, and the Auditor's Certificate regarding compliance of
conditions of Corporate Governance, form part of the Annual Report.
Declaration on Independent Directors
The Independent Directors Mr.Samir K. Shah (DIN 01 714717),
Mr.S.N.Rajan (DIN 00105864), Mr, Patrick M Davenport (DIN 00962475) and
Ms.R.Chitra (DIN 01560585):
(a) in the opinion of the Board, are persons of integrity and possess
relevant expertise and experience;
(b) (i) who were not promoters of the company or its holding,
subsidiary or associate company
(ii) who are not related to Promoters or Directors in the company, its
holding, subsidiary or associate Company;
(c) who have or had no pecuniary relationship with the company, its
holding, subsidiary or associate company or their Promoters or
Directors, during the two immediately preceding financial years or
during the current financial year;
(d) None of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate
company or their Promoters, or Directors, amounting to two percent or
more of its gross turnover of total income or fifty lakh rupees or such
higher amount as may be prescribed, whichever is lower, during the two
immediately preceding financial years or during the current financial
year;
(e) Who, Neither himself nor any of his relatives-
i) holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of the three financial year immediately
preceding the financial year in which he is proposed to he appointed;
ii) is or has been an employee or propriety or a partner, in any of the
three financial years immediately preceding the financial year in which
he is proposed to be appointed.
(A) a firm of auditors or company secretaries in practice or cost
auditors or the company or its holding, subsidiary or associate
company; or
(B) any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to
ten percent or more of the gross turnover of such firm;
(iii] holds together with his relative two per cent, or more of the
total voting power of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any
nonprofit organization that receives twenty-five percent or more of its
receipts from the company, any of its Promoters, Directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; or who possesses such
other qualification as may be prescribed.
Particulars of Loans, guarantees or in vestments
Your company has not directly or indirectly
a) given any loan to any person or other body corporate other than
usual advances envisaged in a contract of supply of materials if any,
b) given any guarantee or provide security i n connection with a loan
to any other body corporate or person and
c) acquired by way of subscription purchase or otherwise, the
securities of any other body corporate
d) exceeding sixty percent, of its paid-up share capital, free reserve
and securities premium account or one hundred percent of its- free
reserves and securities premium account whichever is more.
Deposits
Our company has not accepted any deposits from public as envisaged
under Sections 73 to 76 of Companies Act, 2013 read with Companies
(acceptance of Deposit)Rules, 2014 and no amount remain unpaid or
unclaimed as at the end of the period under review.
Related Party Transactions
A detailed report on contracts and arrangements made during the year
2014-1 5, being arm's length transactions have been reported and
annexed hereto in Form AOC 2.
Conservation of Energy, technology absorption, foreign exchange
earnings and outgo Information relating to conservation of energy,
technology absorption, foreign exchange earnings and outgo are given in
Annexure forming part of this report.
Corporate Social Responsibility:
Board of Directors, the Management and all of the employees subscribe
to the philosophy of compassionate care. We believe and act on an ethos
of generosity and compassion, characterized by a willingness to build a
society that works for everyone. This is the cornerstone of our CSR
policy.
The CSR activities were overseen by a committee of Directors comprising
of Mr. Bharat J. Dattani, Mr. S.N. Rajan and Mr.G Krishna Kumar on a
regular basis.
During the year Company has spent Rs.21.02 Lacs towards CSR
expenditures. The areas in which amounts spent are palliative care,
infrastructure development for charitable societies , financial
assistance to the needy in the society, contribution to the dialysis
centre and other public health sector for treatment. A report on the
Corporate Social Responsibility activities is annexed to this report.
Directors
The Board is comprised of Non-Executive Chairman, Managing Director
(Executive), four Non-Executive Promoter Directors and four
Non-executive Independent Directors. Detailed composition of the Board
and its subcommittees are enumerated in the Corporate Governance Report
forming part of this Annual Report. In accordance with the Companies
Act, 2013, Mr. Dhiren S. Shah (DIN 01149436), and Mr.Hardhik B Patel
(DIN 00590663) retire by rotation and being eligible offer themselves
for reappointment. Mr.Samir K.Shah (DIN 01714717) Mr.S.N.Rajan (DIN
00105864) and Mr, Patrick M Davenport (DIN 00962475) were appointed as
Independent Directors as per provisions of Companies Act, 2013, though
they were already Independent Directors under listing agreement. In
order to comply with the provisions of the Companies Act, 2013, your
company also appointed Mrs. R.Chitra (DIN 015605B5) as an Independent
Director to comply with the condition of having a Woman Director. Your
Directors recommend the appointment of these four Independent Directors
for a period of Five years from the date of appointment
During the year 2014 - 1 5 four Meetings of the Board of Directors were
held. Pursuant to the provisions of Companies Act, 2013 and Clause 49
of the Listing Agreement, the Board of Directors, has carried out an
annual performance evaluation of its own, Sub- Committees of Board and
individual directors, based on the criteria laid down in the Nomination
Remuneration and Evaluation Policy of the Company.
As per the provisions of Section 2 (51) and Section 203 of the
Companies Act, 2013 Company has named Mr.G.Krishna Kumar (Managing
Director), Mr.N.N. Parameswaran (Chief Finance Officer & Company
Secretary) as the Key Managerial Personnel (KMP) of the Company.
Auditors
M/S Mohan & Mohan Associates., Chartered Accountants,
Thiruvananthapuram Statutory Auditors of the Company will retire at the
forth coming Annual General Meeting and are eligible for reappointment.
In accordance with the Companies Act 2013. it is proposed to re-appoint
them as Statutory Auditors for the financial year 2015-16 from the
conclusion of this Annual General Meeting rill the conclusion of the
next Annual General Meeting, subject to the approval of shareholders.
M/S Mohan & Mohan Associates have given necessary Certificate as per
Section 141 of the Companies Act, 2013 read with Companies (Audit and
Auditors) Rules, 2014.
Secretarial Audit
Secretarial Audit Report as per Section 204 of Companies Act 2013 is
placed as annexure to this report.
Management Reply to the observations of the Secretarial Auditor in
their report,
1, Even though there was one day delay in transferring the dividend
amount to the Bank Account, the dividend was paid to the shareholders
in time.
2. Advertisement in the newspaper about the book- closure was an
inadvertent omission and company has taken note of this.
3. Non-filing of Form 5 INV is an inadvenenr omission and steps are
taken to file the Form.
4. The Board of Directors in its meeting held on 28/10/201 3 noted the
expiry of the term of Managing Director. As it would take some more
time to finalize the terms and conditions of appointment of Managing
Director he was requested to continue his office. Subsequently,, the
terms and conditions of the appointment of Managing Director were
finalized and the Board Meeting he Id on 2 6th May, 2014 appointed him
as the Managing Director of the Company with retrospective effect.
Cost Audit Compliance
M/s. Ajith Sivadas & Co, Cost Accountants was appointed as Cost
Auditors for the year 2014-15 and a resolution for ratification of the
appointment and remuneration payable is included in the N of ice of Ann
ual General Meeting.
Disclosures:
Information Pursuant to Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules 2014. in terms of Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has no employee drawing salary exceeding Rs.
60.00 lacs per annum or Rs. 5.00 lakhs per month during the year under
review. Company is not paying any commission to the Directors.
Vigil Mechanism /Whistle Blower Policy
The company has established vigil mechanism and adopted whistle blower
policy which protects persons who uses the mechanism from
victimization. The Policy is posted inutile website of the company.
Risk Management Policy:
The Company has set up a robust risk management framework to identify,
monitor and minimize risk and also to identify business opportunities.
The Audit Committee also functions as the Risk Management Committee.
Disclosure under the Sexual Harassment of Women at Workplace
{Prevention, Prohibition and Redressal) Act, 2013 Company has not
received any complaint under the Sexual Harassment of Women at work
place (Prevention and Redressal) Act, 2013.
Status of Employees Stock Option Scheme {E SOS) : Employees Stock
Option Scheme (ESOS) was approved by the members in the last Annual
General Meeting held on 12-08-2014, No options have been granted or
vested during the year 2014-15.
Change in the Nature of Business, if any
Tin ere was no change in the nature of business of the Company during
the Financial Year 2014-15.
Material changes and commitments, if any, affecting the financial
position of the Company which have occurred between t he end of t he
Financial Yea r of 1 he Com pa ny to which the financial statements
relate and the date of the report.
No material changes and commitments affecting the financial position of
the Company occurred between the end of the Financial Year to which
this financial statements relate and the date of report.
Significant or Material Orders passed by Regulators / Courts
Tribunals
During the year under review, there were no significant or material
orders passed by the regulators or courts or tribunals impacting the
going concern status and Company's operations in future.
Subsidiaries, Joint Ventures and Associate Companies
The Company do not have any Subsidiaries, Joint Ventures and Associate
Companies
Internal Financial Controls
The Company has established adequate internal control system which is
commensurate with its nature and volume of operations- Extract of
Annual Return
The Extract of Annual Return in Form No.MGT-9 as per
Section 1 34 (3) (a) of the Companies Act, 2013 is annexed hereto and
forms part of this report,
Appreciation
Your Directors acknowledge with gratitude the co- operation and
assistance given by M/s. Rubpro Sdn, Bhd., Malaysia, Kerala State
Industrial Development Corporation Ltd, M/s. Integrated Enterprises
India Ltd, Banks, and other agencies of the Central and State
government.
Your Directors also wish to place on record the sincere appreciation of
services rendered by the employees at all the levels towards your
company's success during the year under review and shareholders for
their active support and co-operation.
Bharat J, Patel
DIN 01100361
Kanjikode Chairman
07/06/2015
Mar 31, 2014
Dear members,
The Directors have pleasure to present their 21st Annual Report and the
audited Annual Accounts for the year ended 31st March 2014.
FINANCIAL RESULTS (Rs. in Lacs)
Particulars 31-03-2014 31-03-2013
Total Income 13,238.80 10,595.90
Profit before depreciation 1,704.75 1,628.28
Profit before Tax 1,397.26 1,348.55
Profit after Tax 928.85 1,329.97
PERFORMANCE REVIEW
During the year under review, the Company achieved a turnover of Rs.
13,238.80 lacs, in place of Rs.10,595.90 lacs posted for the previous
year. Out of this Rs.12,037 lacs is contributed by the sales in the
domestic market and Rs.1201.80 lacs by the overseas markets. The year
under review also witnessed a stable growth in the over all operations
of the Company, through careful planning of operations, controlling
expenditure and prudent financial management practices. The order
position for the company continues to be encouraging and it is hopeful
of sustaining the good performance in the coming years too.
The expansion plan of the Company for putting up two more production
lines has been completed during the year 2013- 14 and the commercial
production started on 1st April 2013 and 26th March, 2014. It is
noteworthy here to mention that the entire project cost has been funded
from internal sources.
DIVIDEND
In view of the sufficient distributable profit during the year under
review, the Board of Directors has recommended a dividend of 12% ( 60
Ps per share of face value Re.5/-) for the year, subject to the
approval of the shareholders at the ensuing Annual General Meeting.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the Corporate Governance Report, Management Discussion and
Analysis, and the Auditor''s Certificate regarding compliance of
conditions of Corporate Governance, form part of the Annual Report.
DIRECTORS
Mr.Bharat J Patel and Mr.Samir K. Shah, Directors, retire by rotation
and being eligible offer themselves for reappointment.
AUDITORS
M/s. Mohan & Mohan Associates, the auditors of the company hold office
until the conclusion of the ensuing Annual General Meeting and are
eligible for reappointment.
INDUSTRIAL RELATIONS
The Industrial Relations climate continues to remain harmonious and
congenial. Your Directors wish to record their sincere appreciation of
the efforts made and the support rendered by the employees at all
levels.
Introduction of Employee Stock Option Scheme (ESOP) :-
The Company is proposing to introduce an Employee Stock Option Scheme
to attract, retain and motivate qualified, talented and competent
personnel for the business operations of the organization. The scheme
would be titled as "Rubfila - Employee Stock Option Scheme - 2014"
("RUBFILA ESOS-2014"). The proposal was considered by the Board at its
meeting held on 26/05/2014 and the same will be implemented subject to
the approval by the members in the ensuing Annual General Meeting.
STATUTORY DISCLOSURES
Directors'' Responsibility Statement
The Directors report that
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss account of the company for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern
basis.
GROUP COMPANIES
As per SEBI (Substantial Acquisition of Shares and Takeover) Regulation
- 1997 as amended by SEBI (Substantial Acquisition of Shares and
Takeovers) (Second Amendment) Regulations, 2002, the following are the
Group Companies falling within the regulations 3 (1) (e) (i):-
a) Rubpro Sdn. Bhd.; Malaysia
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo.
Particulars of conservation of energy, technology absorption, foreign
exchange earnings and outgo in terms of requirements of section 217 (1)
(e) of the Companies Act, 1956 are set out in the Annexure in the
prescribed form forming part of this report.
Information as per Section 217 (2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules, 1973.
Your Company does not have any employee in respect of whom information
under Section 217 (2A) of the Companies Act, 1956 as amended, is
required to be annexed.
FIXED DEPOSITS
The Company has neither accepted nor renewed any deposits during the
period under review and has no overdue or unclaimed deposits of any
kind.
APPRECIATION
Your Directors acknowledge with gratitude the co- operation and
assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State
Industrial Development Corporation Ltd, M/s. Integrated Enterprises
India Ltd, Punjab National Bank, and other agencies of the Central and
State government. Your Directors also wish to place on record sincere
appreciation to the devoted and dedicated services rendered by the
employees at all the levels towards your company''s success during the
year under review and shareholders for their active support and
co-operation
For and on behalf of Board of Directors
Bharat J.Patel
Chairman
Palakkad
26/05/2014
Mar 31, 2013
The Di rectors have pleasure to present their 20th Annual Report and
the audited Annual Accounts for the year ended 31st Maroh2013.
FINANCIAL RESULTS
Particulars 31-03-2013 31-03-2012
Total Income 10595.90 10092.84
Profit before depreciation 1628.28 1269.18
Profit before exceptional items & Tax 1348.55 992.05
Exceptional items - 2285.05
Profit before Tax 1348.55 3277.10
Profit after Tax 1329.97 3277.10
PERFORMANCE REVIEW
During the year under review, the Company achieved a
turnover of Rs. 10595.901 akhs, a growth of 4.98% over the sales of the
previous year. Out of this Rs. 9893.65 lacs came from the Sales in the
domestic market and Rs.702.25 lacs in the overseas markets. The Company,
through careful planning of operations, controlling expenditure and
prudent financial management practices could achieve a better
profitability in the year under review. The order position for the
company continues to be encouraging and it is hopeful of sustaining the
good per for ma nee i n the co mi ng years too.
In view of the encouraging trend in the rubber thread market, the
company had undertaken its expansion plan for putting up two more lines
and the commercial production of the third line has commenced during
the year 2013-14. The project for putting up the fourth line is in
underway and the plant is expected to get completed by the 4th quarter
of this financial year. The cost of the putting up the third line has
been funded entirely from internal sources and the company hopes to
fund the entire cost for the fourth line also internally.
DIVIDEND
In view of the excellent performance during the year under review, the
Board of Directors has recommended a dividend of 12% (60 P s per share
of face value Re.5/") for the year, subject to the approval of the
shareholders at the ensuing Annual General Meeting. It is to be
mentioned that this is the maiden dividend from the company 19 years
after coming out with Point the year 1994.
occipital EXPENDITURE/EXPANSION PLAN
As explained early, the Company has completed the expansion project for
putting up the third production line and the total cost of the project
was Rs. 920 Lacs towards
Piant and machinery and Buildings. Out of this, an amount of Rs. 847.69
lakhs has already been spent and the Commercial production has started
this year. The Company is also planning to add one more line which is
expected to be completed during the fourth quarter of the financial
year 2013 -14.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the Corporate Governance Report, management Discussion and
Analysis, and the Auditor s Certificate regarding compliance of
conditions of Corporate Governance, form part of the Annual Report.
DIRECTORS
Mr.B harat J Dattani and IVIr.Thomas Calton Thompson III, Directors,
retire by rotation and being eligible offer the m selves for reappoi
ntment.
AUDITORS
M/s. Mohan & Mohan Associates, the auditors of the company hold office
until the conclusion of the ensuing Annual General Meeting and are
eligible for reappointment.
INDUSTRIAL RELATIONS
The Industrial Relations climate continues to remain harmonious and
congenial. Your Directors wish to record their sincere appreciation of
the efforts made and the support rendered by the employees at a 11
levels.
STATUTORY DISCLOSURES
Directors Responsibility Statement The directors report that
i) In the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of
affairs of the company at the end of the financial year and of the
profit and loss account of the company for that period.
iii) The Di rectors have taken pro per and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern
basis.
GROUP COMPANIES
As per SEBI (Substantial Acquisition of Shares and Takeover) Reg-
ulation 1997 sanded by SEBI (Substantial Acquisition of Shares and
Takeovers) (Second Amendment) Regulations, 2002 , the following are the
Group Companies fa11ing within the regulations 3
a) Rubpro Sdn. Bhd., Malaysia Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo.
Particulars of conservation of energy, technology absorption, foreign
exchange earnings and outgo in terms of requirements of section 217 (1)
(«) of the Companies Act, 1956 are set out in the Annexure in the
prescribed form forming part of this report.
Information as per Section 217 (2 A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules, 1973.
Your Company does not have any employee in respect of whom information
under Section 217 (2A) of the Companies Act, 1956 as amended, is
required to be annexed.
FIXED DEPOSITS
The Company has neither accepted nor renewed any deposits during the
period under review and has no overdue or unclaimed deposits ofany
kind.
APPRECIATION
Your Directors acknowledge with gratitude the co'' operation and
assistance given by M/s. Rubpro Sdn. Bhd., Malaysia , Kerala State
Industrial Development Corporation Ltd, IVI/s. Integrated Enterprises
India Ltd, Punjab National Bank, and other agencies of the Central and
State government. Your Directors also wish to place on record sincere
appreciation to the devoted and dedicated services rendered by the
employees at all the levels towards your company s success during the
year under review and share holders for their active support and
cooperation
For and on behalf of Board of Directors
Bharat J.Patel
Chairman
Mumbai
9" May, 2013
Mar 31, 2012
The Directors have pleasure in presenting the Nineteenth Annual Report
of the operations of the Company and the Audited Financial Accounts of
the Company for the Financial Year ended 31st March, 2012.
FINANCIAL RESULTS: ( in Rs. Lakhs)
Particulars 31.03.2012 31.03.2011
Gross Sales / Income from Operations 10092.84 8233.51
Less: Excise Duty (436.70) (313.32)
Net Sales / Income from Operations 9656.14 7920.19
Other Income 111.59 23.47 Total
Expenditure (Excluding Interest,
Depreciation and Preliminary Expenses) 8497.50 7458.39
Depreciation 277.13 276.39
Profit from Operations 993.10 208.88
Prior Period Expenses (Net) 1.06 (5.90)
Exceptional Items 2285.05 0.00
Net Profit( ) / Loss (-) after extra
ordinary items 3277.10 214.77
PERFORMANCE: (in Rs. Lakhs)
Particulars 31.03.2012 31.03.2011
Domestic Sales 8737.10 7395.16
Export Sales 834.60 442.92
Operating Profit / (Loss) 1270.24 491.29
During the year under review, the company achieved a gross turnover of
10092.84 lakhs, a growth of 23% over the sales of the previous year.
Out of this, 9258 lakhs came from the sales in the domestic market and
Rs. 835 lakhs was from the sales in the overseas markets.
The company, through a series of stringent management initiatives in
rationalizing the operations, could achieve a higher sales and higher
profitability in the year. Even though the Indian market for rubber
threads saw a steady growth this year also in line with the trends in
the past few years, it was not bereft of any turbulences. Your company
faced issues like slowdown fears among the customers, stretched payment
cycles etc. But irrespective of these factors and increased
competition, your company continued to be successful in holding on to
its market share during the year under review. In the export front, the
company catered mainly to its regular customers who procure niche
products. The company intends to expand the manufacturing capacity with
an idea to target more of exports market. Your company follows prudent
financial management practices and completed another
year of operations without any support for working capital from the
financial institutions. In addition to that, your company was prudent
to invest funds resulting in increased earnings.
BIFR PROCEEDINGS
The Company had submitted a fully tied up Draft Rehabilitation Scheme
(DRS) which was approved by BIFR in the hearing held on 5th September
2011 and the directions had been complied with subsequently. The
company is happy to announce that the net worth of the Company has
turned positive and process has been initiated to delist the company
from the BIFR.
DIVIDEND
In view of the inadequate distributable surplus during the year, your
Board regrets that the Company is not in a position to pay dividend.
AUDIT COMMITTEE
The Audit Committee had continued its deliberations during the year
under review. The accounts for each quarter were reviewed by Audit
committee before
placing before the Board. The observations of Internal and Statutory
Auditors were also discussed during the review meetings.
CORPORATE GOVERNANCE The management discussion and analysis report and
the compliance of recommendations on corporate governance are annexed
to this report.
DIRECTORS
Mr. Dhiren S Shah and Mr.Patrick M Davenport, Directors retire by
rotation and being eligible offer themselves for reappointment. Mr. M
Jayabalan resigned from the Board with effect from 28/12/2011 and the
board accepted the resignation with due appreciation to the services
rendered by him.
The Board decided to pay Sitting Fee @ Rs. 20,000/- per Board meeting
attended and Rs. 5,000/- per meeting for any committee meeting thereof.
AUDITORS
M/s. Mohan & Mohan Associates, the auditors of the company hold office
until the conclusion of the ensuing Annual General Meeting.
INDUSTRIAL RELATIONS
The Industrial Relations climate continues to remain harmonious and
congenial. Your Directors wish to record their sincere appreciation of
the efforts made and the support rendered by the employees at all
levels. STATUTORY DISCLOSURES DIRECTORS RESPONSIBILITY STATEMENT UNDER
SECTION 217(2)(AA) OF THE COMPANIES (AMENDMENT ACT 2000)
The Board of Directors Report -
1) that in the preparation of the annual accounts, 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 consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the company for that period.
3) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies act, 1956 for safeguarding the assets of
the Company for preventing and detecting fraud and other
irregularities.
4) the Directors have prepared the annual accounts on a going concern
basis.
GROUP COMPANIES
As per SEBI (Substantial Acquisition of Shares and Takeover) Regulation
- 1997 as amended by SEBI (Substantial Acquisition of Shares and
Takeovers) (Second Amendment) Regulations, 2002, the following are the
Group Companies falling within the regulations 3 (1) (e) (i):-
a) Rubpro Sdn. Bhd.; Malaysia CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
Particulars of conservation of energy, technology absorption, foreign
exchange earnings and outgo in terms of requirements of section 217 (1)
(e) of the Companies Act, 1956 are set out in the Annexure in the
prescribed form forming part of this report. INFORMATION AS PER
SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES
(PARTICULARS OF EMPLOYEES) RULES, 1973.
Your Company does not have any employee in respect of whom information
under Section 217 (2A) of the Companies Act, 1956 as amended, is
required to be annexed.
FIXED DEPOSIT
The Company has neither accepted nor renewed any deposits during the
period under review and has no overdue or unclaimed deposits of any
kind. APPRECIATION
Your Directors acknowledge with gratitude the co- operation and
assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State
Industrial Development Corporation Ltd, Punjab National Bank and other
agencies of the Central and State government. Your Directors also wish
to place on record sincere appreciation to the devoted and dedicated
services rendered by the employees at all the levels towards your
company's success during the year under review and shareholders for
their active support and co- operation
For and on behalf of Board of Directors
Bharat J.Patel
Chairman
Mumbai
05/07/2012
Mar 31, 2010
The Directors have pleasure in presenting the Seventeenth Annual
Report of the operations of the Company and the Audited Financial
Accounts of the Company for the Financial Year ended 31st March, 2010.
FINANCIAL RESULTS: ( Rs. In lacs)
Particulars 31.03.2010 31.03.2009
Net Sales / Income from
Operations 5159.50 3735.87
Other Income 108.03 81.30
Total Expenditure
(Excluding Interest,
Depreciation and
Preliminary Expenses) 4715.99 3450.71
Interest 0 631.28
Depreciation 274.34 273.35
Preliminary & Deferred
Revenue Expenditure 6.03 6.03
Prior Period Expenses (Net) (47.30) 399.29
Waiver of Loan & Interest (1940.79) -
Net Profit( + )/Loss (-)
after extra ordinary items 2259.26 (943.50)
PERFORMANCE:
During the year under review, the company could achieve a turnover of
Rs. 5159.50 lacs comprising of Rs 4841.38 lacs from the Domestic Sales
and Rs. 318.12 lacs from the Exports. The company could achieve a
higherturnoveras compared to the previous year due to increased demand
in the rubber thread market. The Company could increase the capacity
utilization and could post a profit of Rs.277.20 Lacs from operations.
The company had negotiated with the Banks and settled the dues to them
through an OTS (One-time Settlement) scheme through internal accruals
as well by obtaining Unsecured Loans. After settling the dues with each
bank, the balance in the outstanding of Principal and Interest
amounting to Rs. 1940.79 lacs was added back to the Profit and Loss
Account. This was considered as an extraordinary item, which along with
the profit from the operations resulted in a Net Profit of Rs.2259.26
Lacs.
BIFR Proceedings
As directed by BIFR, the Company had submitted a fully tied up Draft
Rehabilitation Scheme (DRS) on 2nd April 2010 and the Joint Meeting
convened by Punjab National Bank, the Operating Agency ( OA) for the
company, was held on 30th April 2010.
DIVIDEND
In view of the inadequate distributable surplus during the year, your
Board regrets that the Company is not in a position to pay dividend.
AUDIT COMMITTEE
The Audit Committee had continued its deliberations during the year
under review..The accounts for each quarter were reviewed by Audit
committee before placing before the Board. The observations of Internal
and Statutory Auditors were also discussed during the review meetings.
CORPORATE GOVERNANCE
The management discussion and analysis report and the compliance of
recommendations on corporate governance are annexed to this report.
DIRECTORS
Mr. BharatJ Patel, Mr.BharatJ Dattani and Mr.Samir K. Shah, Directors
retire by rotation and being eligible offer themselves for
reappointment.
Mr. Vijay Lachmandas resigned from the Board and the Board places on
record its appreciation for the services rendered by Mr. Vijay
Lachmandas.
Kerala State Industrial Development Corporation Ltd (KSIDC) has
appointed Mr.K. Suresh Kumar as their Nominee Director in the Board of
the Company.
AUDITORS
M/s.Mohan & Mohan Associates, the auditors of the company hold office
until the conclusion of the ensuing Annual General Meeting.
INDUSTRIAL RELATIONS
The Industrial Relations climate continues to remain harmonious and
congenial. The Management and the Trade Unions entered into a wage
settlement agreement for a period of 3 years till 31st March 2011. Your
Directors wish to record their sincere appreciation of the efforts made
and the support rendered by the employees at all levels.
STATUTORY DISCLOSURES
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2)(AA) OF THE
COMPANIES (AMENDMENT ACT 2000)
The Board of Directors Report -
1) that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures.
2) that the Directors have selected such accounting pol icies and
applies them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the company for that period.
3) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies act, 1956 for safeguarding the assets of
the Company for preventing and detecting fraud and other
irregularities.
4) the Directors have prepared the annual accounts on a going concern
basis.
GROUP COMPANIES
As per SEBI (Substantial Acquisition of Shares and Takeover) Regulation
- 1997 as amended by SEBI (Substantial Acquisition of Shares and
Takeovers) (Second Amendment) Regulations, 2002, the following are the
Group Companies falling within the regulations 3 (1) (e) (i) :-
a) Rubpro Sdn. Bhd.; Malaysia
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Particulars of conservation of energy, technology absorption, foreign
exchange earnings and outgo in terms of requirements of section 217 (1)
(e) of the Companies Act, 1956 are set out in the Annexure in the
prescribed form forming part of this report.
INFORMATION AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ
WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1973.
Your Company does not have any employee in respect of whom information
under Section 217 (2A) of the Companies Act, 1956 as amended, is
required to be annexed.
FIXED DEPOSIT
The Company has neither accepted nor renewed any deposits during the
period under review and has no overdue or unclaimed deposits of any
kind.
APPRECIATION
Your Directors acknowledge with gratitude the cooperation and
assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State
Industrial Development Corporation Ltd, M/s. Integrated Enterprises
India Ltd, The ICICI Bank Ltd, Punjab National Bank, The Catholic
Syrian Bank Ltd and other agencies of the Central and State government.
Your Directors also wish to place on record sincere appreciation to the
devoted and dedicated services rendered by all the employees at all
levels towards your companys success during the year under review and
shareholders for their active support and co-operation
For and on behalf of Board of Directors
Mumbai Bharat J Patel
27-07-2010 Chairman