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Directors Report of Ruby Mills Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to presents the Ninety ninth Annual Report together with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2015.

Financial Results

The financial performance of the Company for the year ended 31st March, 2015 is summarised below:

Particulars For the year ended (Rs In Lakhs) 31st March,2015 31st March,2014

1. Total Revenue 23948 22679

2. Finance Costs 1490 1882

4. Depreciation and Amortisation Expense 1878 2256

5. Profit before Tax 6595 5054

6. Provision for Tax including Current Tax adjustments of Earlier Years. 1304 815

7. Provision for Deferred Tax (104) (251)

8. Profit after Tax, Prior period and Exceptional Items 5394 4490

Add: Surplus Brought Forward 9865 15570

Balance Available for Appropriation 15259 20060

Less: Appropriations

-General Reserve 10000 10000

- Proposed Dividend 209 167

-Tax on Dividend 42 28

Balance carried forward to next year 5007 9864 Operating and Financial Performance:

During the year under review, total revenue marginally increased overthe previous year, i.e. fromRs. 22679 lacs to Rs. 23947 lacs. Your company coupled with high level of modernization concentrated efforts of both Management and employees; the whole hearted support of Banks, suppliers and customers has been able to attain these levels of performance.

Textiles and Real Estate Division

The revenue from the textiles activity was Rs. 16469 lacs as compared to Rs.15454 lacs in the previous year. The operating profit/ (loss) forthe yearwasRs. 1304 lacs againstRs. 181 lacs in the previous year.

The revenue from real estate activity wasRs. 3304 lacs as compared toRs. 3309 lacs in the previous year.The operating profit for the year wasRs. 2764 lacs as againstRs. 2838 lacs in the previous year.

Land Development at Dadar

The construction of office building structure is complete except for certain finishing work.The State Government has notified an amendment in Development Control Rules wherein approvals underthe old Development Control Rules has been obtained (like ours) have the either option to continue with the old regulation or opt forthe new rules.. We are studying the option and we are waiting forthe balance Occupation Certificate.Thereafterthe office building "The Ruby" shall be leased /sold gradually in view of the improving market for office space.

Dividend

Your Directors, have after assessing the need for corporate requirement, recommended a dividend at the rate of 50% p.a. i.e ofRs. 2.50 (Two rupees fifty paisa) per share on 83,60,000 equity shares ofRs.5/- each aggregating to Rs.209 lacs. The dividend will be paid after your approval at the ensuing Annual General Meeting.The aggregate outflow on account of the equity dividend forthe year would beRs. 251 lacs including tax on dividend.An amount or 10000 lacs (previous year 10000 lacs) has been transferred to General Reserve.

Bonus Shares

Your Directors have recommended the issue of fully paid Equity Shares byway of Bonus to the shareholders in the ratio of one new equity share for every one existing equity shares held at its Meeting held on 31st August, 2015.The proposal is subject to the approval of the members at its ensuing Annual General Meeting.The paid up capital of the Company post Bonus if approved by the members would increased from Rs. 4,18,00,000 (Rupees Four Crores Eighteen Lacs only) divided into 83,60,000 equity shares of Rs. 5/- each to Rs. 8,36,00,000 (Rupees Eight Crores Thirty Six Lacs only) divided into 1,67,20,000 equity shares of Rs.5/-each

Report on Performance of Subsidiaries, Associates and Joint Venture Companies

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

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral partofthis report and are set out as separate Annexure to this Report.

Public Deposits

The Company has not accepted deposits from the public within the meaning of Section 73 ofThe Companies Act, 2013 and rules framed thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Mr. Bharat M. Shah, (DIN: 00071248), Mr. Viraj M. Shah, (DIN: 00071616) and Ms. Aruna M. Shah (DIN: 00070999), Directors will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers themselves for re-appointment.

The Board recommends their re-appointment.

Mr. DeepakR.Shah (DIN NO: 06954206), and Mr.Gunvantrai A. Sanghrajka(DIN: 00322600) were appointed as Additional Director of the Company in the category of Independent Director on 14th November, 2014 and 31st August,2015 respectively.The Nomination and Remuneration Committee has recommended Mr. DeepakR. Shah, and Mr. Gunvantrai A. Sanghrajka for appointment as Independent Directors based on their qualifications and experience at the ensuing Annual General Meeting.The company has received all the declarations to fulfill the requisite criteria.

The Company has received a notice from a member along with requisite deposit proposing the candidature of Mr. DeepakR. Shah, and Mr. Gunvantrai A. Sanghrajka for their appointment as Director at the ensuing Annual General Meeting. Since in the opinion of the Board Mr. Deepak R. Shah, and Mr. Gunvantrai A. Sanghrajka fulfill the criteria of independence and also they are desirable and would be beneficial to the company as they are having wide experience in their respective field, the Board recommendstheirappointmentas Independent Directors.

The tenure of Mr. D.M. Popatasan Independent Director will be completed on the 23rd September, 2015 and no intimation of notice has been received from Mr. D.M. Popatfor his re-appointment

Resignation

Shri Nitin Shingala resigned from the Board of Directors of the Company with effect from 12th August, 2015 on account of his new professional engagement. The Directors place on record their deep sense of appreciation for the valuable services rendered by Shri Nitin Shingala during his tenure as a Director of the Company

Except above, there is no change in the composition of the Board of Directors.

(ii) Key Managerial Personnel

Mr. Pankaj Parkhiya has tendered his resignation as the Company Secretary of the Company with effect from the close of the business hours on 27th July, 2015 and the same was accepted by the Management. The Company is in the process of appointing a suitable replacement.

(iii) Declaration by an Independent Directors

The Company has complied with clause 49 of Listing Agreement according to the provisions of section 149(6) of the Companies Act, 2013.The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) ofthe Companies Act, 2013.

(iv) Annual Evaluation of Board

Pursuant to the provisions ofthe Companies Act, 2013 and Clause 49 ofthe Listing Agreement, the Board has carried out the annual performance evaluation of its own performance and other Directors. A structured questionnaire was prepared aftertaking into consideration inputs received from the Directors, covering various aspects ofthe Board's functioning such as adequacy ofthe composition ofthe Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman ofthe Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions.

Number of Board Meetings

During the Financial year, total 5 (Five) meetings ofthe Board of Directors were held on 17th May,2014, 14th August,2014 24th September,2014,14th November,2014 and 5th February, 2015 respectively.

Director's Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c)ofthe Companies Act, 2013 and hereby confirm that:-

a. in the preparation ofthe annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company as at 31st March, 2015 and ofthe profit ofthe Company forthe year on that date;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and the directors had laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Nomination and Remuneration Committee

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 ofthe Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr.AnupPShah, Chairman and Independent Director

2. Mr.DeepakRShah, Independent Director

3. Mr.Shardul J.Thacker, Independent Director

4. Mr. Bharat Shah, Joint Managing Director

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. The Board has accepted all the recommendations of the Audit Committee

Vigil Mechanism Policy forthe Directors and Employees

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

The Board of Directors of the Company has, pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy"for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

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

Risk Management Policy

The Board of Directors of the Company during the year has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence ofthe Company.

Conservation of Energy,Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required underthe provisions of Section 134(3) (m) ofthe Companies Act, 2013 read with Rule 8 ofthe Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure A" which forms part of this Report.

Internal Control Systems:

Adequate internal control systems commensurate with the nature ofthe Company's business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Extract of Annual Return:

Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is attached as "Annexure B" which forms part of this Report.

Corporate Social Responsibility:

The Corporate Social Responsibility Committee comprises of:

1. Mr. Anup P Shah, Chairman and Non-Executive- Independent Director

2. Mr. Shardul J. Thacker- Non-executive Director- Independent

3. Mr. M.C. Shah, Executive Chairman

4. Ms. Aruna M. Shah, Non-executive Director

The Company has formulated and recommended the Board a Corporate Social Responsibility Policy which indicates the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities as attached as "Annexure C" and forms a part of this Report.

Significant and Material Orders passed by the Regulators

During the year under review, no significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations.

Auditors

(i) Statutory Auditors

M/s. B.S. Mehta & Co. Chartered Accountants Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. B.S. Mehta & Co., Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits under Section 139 (1) of the Companies Act, 2013.

Members are requested to re-appoint M/s. B.S. Mehta & Co. Chartered Accountants as the Statutory Auditors of the Company. Auditors Remarks

As regards to the qualification stated under Clause (ix)ofthe Annexure to Auditors' Report, the delay in payments of instalments and interest on Loans was mainly due to slow down in the Real Estate Market due to which the expected realisation from sale/Lease of premises didn't materialize."

(ii) Secretarial Auditor

The Board has appointed M/s. Hemanshu Kapadia & Associates Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Audit Report is annexed herewith as "Annexure D".

The following observation in the Secretarial Audit Report was noted by the Board

The Company has paid Managerial Remuneration to its Chairman, Managing Director, Joint Managing Director and Executive Director as perthe provisions of the Companies Act. However, as an abundant precautions, the Company has filed applications to the Central Government for the remuneration paid by the Company and approvals of the same are awaited".

After perusal of the aforesaid observation it was noted that the same was a statement of fact though mentioned in italics in the Secretarial Audit Report

(iii) Cost Auditor

Mr. Dakshesh H. Zaveri, Cost Auditor has been appointed pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014.

(iv) VAT Auditor

The Board has appointed M/s. HemantV. Shah, Chartered Accountants as theVAT Auditorto conduct theVAT Audit.

Green Initiatives

Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company will be sending Annual Report through electronic mode email to all the shareholders who have registered their email addresses with the Company or with the Depository to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

Human Resources

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

Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.There was no accident during the year.

Material Changes and Commitments, if any affecting the Financial Position of the Company which have occurred between the FinancialYearend of the company to which Financial Results relate

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

Adequacy of Internal Financial Controls with reference to the Financial Statements

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Particular of Contracts or Arrangement with Related Parties

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted.Thus disclosure in form AOC-2 is not required. However, the details have been furnished in the Note 33 to the financial statement.

Apart from the above there are no material related party transactions during the year under review with the Promoters, Directors orKey Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval at every quarterly meeting.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link ofthe same has been provided in the Corporate Governance Report.

Disclosure under section 197(12) of the Companies Act, 2013 and other disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules,2014.

There were no employees except the Executive Chairman, Managing Director Joint Managing Directorand Executive Director of the remuneration or 60 lacs per annum or more or Rs. 5 lacs per month or more during the year under review.

The prescribed particulars of employees required under Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is attached as Annexure E and forms a part of this Report ofthe Directors

Disclosure under the Sexual Harassment of women at workplace (Prevention,Prohibition & Redressal) Act,2013.

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

Listing

The Equity Shares ofthe Company continue to remain listed with BSE Limited and National Stock Exchange of India Limited and the stipulated listing fees fortheyear2014-15 have been paid.

Management's Discussion and Analysis Report

In compliance with Clause 49 ofthe Listing Agreement with BSE Limited and National Stock Exchange of India Limited, a separate section on Management Discussion and Analysis which also includes further details on the state of affairs ofthe Company and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with the requirements of Clause 49 forms part of this Annual Report.

Segments

The Company has two segments namely Textile and Real Estate. The statement of accounts prepared and submitted are therefore oftwo Segments.

General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on

these items during the year under review:

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

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

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

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 isfurnished.

5. No orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company's operations in future.

Acknowledgement

Your Directors thank all the shareholders, all employees of the Company, customers, suppliers, Government Authorities, Financial Institutions and bankers for their continued support.

You Directors look forward to their continued support in future.

For and on behalf of the Board For The Ruby Mills Limited

Place : Mumbai M. C. SHAH Dated : 31th August, 2015 Executive Chairman


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Ninety Seventh Annual Report together with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2014.

Financial Results

The financial performance of the Company for the year ended 31st March, 2014 is summarised below

Sl. Particulars For the year ended (Rs. In Lakhs) No. 31st March, 2014 31st March, 2013

1. Total Revenue 22679 20711

2. Finance Costs 1882 1876

4. Depreciation and Amortisation Expense 2256 2440

5. Profit before Tax 5054 4326

6. Provision for Tax including Current Tax adjustments of Earlier Years 815 893

7. Provision for Deferred Tax (251) 385

8. Profit after Tax, Prior period and Exceptional Items 4490 3049

Add: Surplus Brought Forward 15570 13027

Balance Available for Appropriation 20060 16076

Less: Appropriations

- General Reserve 10000 310.00

- Proposed Dividend 167 167

- Tax on Dividend 28 28

Balance carried forward to next year 9865 15570

Operating and Financial Performance:

* During the year under review, total revenue increased by 9% over the previous year, i.e. from Rs. 20711 lacs to Rs. 22679 lacs. Profit before tax has Increased by 19% over the previous year. High level of modernization coupled with continues support of Management, Employees, Banks and customers, the Company has been able to achieved these level of performance.

Textiles and Real Estate Division

The revenue from the textiles activity was Rs. 15454 lacs as compared to Rs.12135 lacs in the previous year. The operating profit/(loss) for the year was Rs. 181 lacs against (Rs. 2166) lacs in the previous year.

The revenue from real estate activity was Rs. 3309 lacs as compared to Rs. 3767 lacs in the previous year. The operating profit for the year was Rs. 2838 lacs as against Rs. 3293 lacs in the previous year.

Dividend

* Your Directors, have after assessing the need for corporate requirement, recommended a dividend at the rate of 40% p.a. of Rs. 2- (Rupees Two) per share on 83,60,000 equity shares of Rs. 5/- each aggregating to Rs. 167 lacs. The dividend will be paid after approval at the ensuing Annual General Meeting. The aggregate outflow on account of the equity dividend for the year would be Rs.195 lacs including tax on dividend. This represents a payout ratio of 3% (Previous year 5%). The amount of Rs.10000 lacs (previous year Rs. 310 lacs) has been transferred to General Reserve.

Listing

* The Equity Shares of the Company continue to remain listed with BSE Limited and National Stock Exchange of India Limited and the stipulated listing fees for the year 2014-15 have been paid to both the Stock Exchanges.

Management''s Discussion and Analysis Report

* In compliance with Clause 49 of the Listing Agreement with BSE Limited and National Stock Exchange of India Limited, a separate section on Management Discussion and Analysis which also includes further details on the state of affairs of the Company and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with the requirements of Clause 49 forms part of this Annual Report.

Directors

* Shri Dilip J. Thakkar an Independent Director of the Company has resigned from the Board of the Company with effect from 14th August, 2014 in order to comply with to comply with provision of Section 165(1) of Companies Act, 2013 and Clause 49 (II)(B)(2) of Listing Agreement with respect to limitation in maximum number of Directorship in Listed Companies. Further Shri Shaunak J. Thacker an Independent Director of the Company has resigned from the Board of the Company w.e.f. 14th August, 2014 in order to comply with provision of Section 149(6)(b)(ii) of the Companies Act, 2013 and Clause 49 (II)(B)(1)(b)(ii) of the Listing Agreement.

* In accordance with the provisions of the Sections 149, 152(6) of Companies Act, 2013 and rules thereunder, Shri Hiren M. Shah, Shri Bharat M. Shah and Smt. Aruna M. Shah, retire by rotation and being eligible, offer themselves for re-appointment.

* In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the aforesaid directors, their expertise and other details of Directors proposed to be appointed/ re-appointed are provided in the Notice of Ninety Eighth AGM of the Company.

* Shri Nitin P. Shingala was appointed as an Additional Directors on the Board of the Company with effect from 14th August, 2014 as an Independent Director. The said directors ceased to be a Director on the date of the 98th Annual General Meeting. Notice under Section 160 of the Companies Act, 2013 have been received in respect of their appointment as a Director on the Board and accordingly their appointment are proposed as a Director at the ensuing Annual General Meeting.

Auditors

Statutory Auditors

* M/s. B.S. Mehta & Co., Chartered Accountants Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s.B.S. Mehta & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 139(1) of the Companies Act, 2013.

Members are requested to re-appoint M/s. B.S. Mehta & Co., Chartered Accountants as the Statutory Auditors of the Company.

Auditors Remarks

As regards to the qualification stated under Clause (xi) of the Annexure to Auditors'' Report, the delay in payments of installments and interest on Loans was mainly due to slow down in the Real Estate Market due to which the expected realisation on account of development income didn''t materialize. Further as on date the Company has regularized all the defaults.

Cost Auditors

* Shri Dakshesh H. Zaveri, Cost Auditor has submitted their Cost Audit Report for the financial year 2012-2013, which has also been filed with Central Government on 27th September, 2013.

VAT Auditor

* As required under Maharashtra Sales Tax Act Company has appointed a VAT Auditor to conduct the VAT Audit.

Internal Control Systems

* Your Company has a proper and adequate internal control system commensurate with its nature and size of business to ensure the timely and accurate recordings of financial transactions and adherence, in particular, to applicable Accounting Standards, safety of assets, optimum utilization, applicable laws, rules & regulations and Management policy. The Audit Committee meets periodically with the management and Internal Audit Team to examine and evaluate the adequacy and effectiveness of the internal control systems and takes necessary steps wherever found necessary, to further strengthen the internal control systems and procedures. Significant findings are brought to the notice of the Audit Committee of the Board and corrective measures are recommended for implementation.

Insurance Coverage

* The Company''s Building, Machineries, Stores and Stocks in trade etc. are adequately covered against insurance risks.

Public Deposits

* The Company has not accepted deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and rules framed thereunder.

Business Risk Management

* Your Company has constituted a committee consisting of key executives of your Company to indentify and assess business risks and opportunities (Risk Management Committee''). The Risk Management Committee identifies the risk and drawn up plan to mitigate the risk.

Segments

* The Company has two segments namely Textile and Real Estate. The statement of accounts prepared and submitted are therefore of two Segments.

Directors'' Responsibility statement:

* Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirms that:

1) that in the preparation of the annual accounts, the applicable accounting standards has been followed (along with proper explanation relating to material departures) and that there are no material departure;

2) that the proper accounting policies have been selected 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 that period;

3) that proper and sufficient care have been taken 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;

4) that the Accounts have been prepared on a going concern basis.

Particulars of Employees

* In term of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particular of the employees are set out in the annexure ‘A'' to the Director Report.

Particulars of Conservation of Energy,Technology Absorption and Foreign Exchange Earning and Outgo

* Particulars regarding conservation of Energy, Technology Absorption etc. as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in a separate statement in Annexure ‘B'' forming part of this report.

Corporate Governance

* The Company is committed to maintaining high standards of Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the Clause 49 is enclosed to this Report.

Corporate Social Responsibility

* The Company believes that it has the duty towards betterment of society and its wellbeing and to achieve this noble objective, the Company has constituted Corporate Social Responsibility Committee pursuant to Section 135 of the Companies Act, 2013, to monitor the Corporate Social Responsibility Policy of the Company from time to time."

Green Initiatives

* The Company has started transmitting Annual Report through electronic mode e-mail to the shareholders and initiated steps to reduce consumption of paper.

Acknowledgment

Your Directors thank all the shareholders, all employees of the Company, customers, suppliers, Government Authorities, Financial Institutions and bankers for their continued support.

You Directors look forward to their continued support in future.



For and on behalf of the Board For The Ruby Mills Limited

Sd/- Place : Mumbai M. C. SHAH Dated : 14th August, 2014 Executive Chairman


Mar 31, 2013

Dear Members,

The Directors are pleased to present the Ninety Seventh Annual Report together with the Audited Balance Sheet and Profit & Loss Account for the year ended March 31, 2013.

Financial Results

The financial performance of the Company for the year ended March 31, 2013 is summarised below

Sl. No. Particulars For the year ended

(Rs. In Lakhs) March 31, 2013 March 31, 2012

1. Total Revenue 20711.53 24690.61

2. Profit before Exceptional items 8642.71 12348.80

3. Finance Costs 1876.88 1742.76

4. Depreciation and Amortisation Expense 2440.02 2365.82

5. Prior Period and Exceptional Items 1269.80

6. Profit before Tax 4325.81 8240.22

7. Provision for Tax including Current Tax adjustments- of Earlier Years. 892.51 1565.41

8. Provision for Deferred Tax 384.96 (418.59)

9. Profit after Tax , Prior Period and Exceptional Items 3048.34 5823.60

Add: Surplus Brought Forward 13027.44 8029.74

Balance Available for Appropriation 16075.78 13853.34

Less: Appropriations -General Reserve 310.00 583.00

- Proposed Dividend 167.20 209.00

- Tax on Dividend 28.41 33.90

Balance carried forward to next year 15570.17 13027.44

Operating and Financial Performance:

- During the year under review, total revenue decreased by 16.12% over the previous year, i.e. from Rs. 24690.61 lacs to Rs.20711.53 lacs. Profit before tax has decreased by 37.94% over the previous year. The fall is mainly due to the deteriorating conditions prevailing in the global economy scenario and also the interest rates hiked by the Banks. Moreover, the fluctuations in the prices due to change in Government Guidelines have also stretched the cash flows.

Further during the year under review, the Workers of Weaving Section of Dhamni Plant had resorted to an illegal strike against disciplinary action initiated by the Company against Union Representative for aggregate period of Four (4) months, which has resulted in loss of production of approximately 75 lacs Meters and in addition our Company has made investments of approx. Rs. 100 Crs. in its modern processing house at Kharsundi, Khopoli, which has resulted in high interest and depreciation costs. The lower profit during the year is due to all the above factors.

Textiles and Real Estate Division

The revenue from textiles activity was Rs. 12135 lacs as compared to Rs. 13898 lacs in the previous year. The operating loss for the year was Rs. 2166 Lacs as against Rs. 432 lacs in the previous year.

The revenue from real estate activity was Rs. 3767 lacs as compared to Rs. 2900 lacs in the previous year. The operating profit for the year was Rs. 3558 Lacs as against Rs. 2553 lacs in the previous year.

Dividend

- Your Directors, have after assessing the need for corporate requirement, recommended a dividend at the rate of 40% (Forty percent) p.a. of Rs. 2/- (per share on 83,60,000 equity shares of Rs. 5/- each aggregating to Rs. 1,67,20,000/-).The dividend will be paid to the Members whose names appear in Register of Members on September 13, 2013 (Book Closure Date) after your approval at the ensuing Annual General Meeting. The aggregate outflow on account of the equity dividend for the year would be Rs. 195.61 lacs including tax on dividend. This represents a payout ratio of 40% (Previous year 50%). An amount of Rs. 310 lacs (previous year Rs. 583 lacs) has been transferred to General Reserve.

Listing

- The Equity Shares of the Company continue to remain listed with BSE Limited and National Stock Exchange of India Limited and the stipulated listing fees for the year 2013-14 have been paid to both the Stock Exchanges.

Sub division of Equity Share Capital

- Pursuant to your approval at the Ninety Sixth Annual General Meeting (AGM) of the Company held on September 24, 2012 the nominal face value of the equity shares of the Company was sub-divided from Rs.10 per equity share to Rs. 5 per equity share, with effect from November 22, 2012. To facilitate this sub-division, shareholders were issued 2 equity shares of Rs. 5 each in lieu of one equity share of Rs. 10 each held by them as on the record date i.e. November 23, 2012, fixed for this purpose.

Management''s Discussion and Analysis Report

- In compliance with Clause 49 of the Listing Agreement with BSE Limited and National Stock Exchange of India Limited, a separate section on Management Discussion and Analysis which also includes further details on the state of affairs of the Company and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with the requirements of Clause 49 forms part of this Annual Report.

Directors

- In accordance with the provisions of the Companies Act, 1956 and under Article 159 of the Articles of Association of the Company, Shri. Viraj M. Shah, Shri Shardul J. Thacker and Shri D. M. Popat, retire by rotation and being eligible, offer themselves for re-appointment.

- Shri Anup P. Shah was appointed as an Additional Director on the Board of Directors of the Company with effect from November 12, 2012 as an Independent Director. He ceases to be a Director on the date of the ensuing Ninety Seventh AGM. Notice under Section 257 of the Companies Act, 1956 has been received in respect of his appointment as Director on the Board along with the deposit of Rupees Five hundred and accordingly his appointment is proposed as a Director at the ensuing Annual General Meeting.

- In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the aforesaid directors, their expertise and other details of Directors proposed to be appointed/ re-appointed are provided in the Notice of Ninety Seventh AGM of the Company.

Auditors

Statutory Auditors

- M/s. B.S. Mehta & Co., Chartered Accountants Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. B.S. Mehta & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

Members are requested to re-appoint M/s. B.S. Mehta & Co., Chartered Accountants as the Statutory Auditors of the Company.

Cost Auditors

- Shri Dakshesh H. Zaveri, Cost Accountant was appointed as Cost Auditor of the Company for cost audit of Textile Units of the Company for F. Y. 2012-13. The Cost Audit Report for the year 2012-13 will be filed before due date.

- The Board has, subject to the approval of Central Government, approved the re-appointment Shri Dakshesh H. Zaveri, Cost Accountant as Cost Auditor of the Company for conducting Cost Audit of Textile Units of the Company for F.Y. 2013-14 as required pursuant to Section 233B of the Companies Act, 1956 read with the Rules made thereunder.

- Shri Dakshesh H. Zaveri, Cost Auditor has submitted their Cost Audit Report for the financial year 2011-12, which has also been filed with Central Government on February 27, 2013.

VAT Auditor

- As required under Maharashtra Sales Tax Act, the Company has appointed a VAT Auditor to conduct the VAT Audit.

Internal Control Systems

- Your Company has a proper and adequate internal control system commensurate with its nature and size of business to ensure the timely and accurate recordings of financial transactions and adherence, in particular, to applicable Accounting Standards, safety of Assets, optimum utilization, applicable laws, Rules & Regulations and Management Policy. The Audit Committee meets periodically with the management and Internal Audit Team to examine and evaluate the adequacy and effectiveness of the internal control systems and takes necessary steps wherever found necessary, to further strengthen the internal control systems and procedures. Significant findings are brought to the notice of the Audit Committee of the Board and corrective measures are recommended for implementation.

Insurance Coverage

- The Company''s Building, Machineries, Stores and Stocks in trade etc. are adequately covered against insurance risks.

Public Deposits

- The Company is not accepting deposits from the public within the meaning of Section 58A of the Companies Act, 1956 or rules framed thereunder.

Segments

- The Company has two segments namely Textile and Real Estate. The statement of accounts prepared and submitted are therefore of two Segments.

Directors'' Responsibility statement:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirms that:

1) that in the preparation of the annual accounts, the applicable accounting standards has been followed (along with proper explanation relating to material departures) and that there are no material departure;

2) that proper accounting policies have been selected and applied 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 that period;

3) that proper and sufficient care have been taken 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;

4) that the Accounts have been prepared on a going concern basis.

Particulars of Employees

- In term of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particular of the employees are set out in the annexure ''A'' to the Director Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

- Particulars regarding Conservation of Energy, Technology Absorption etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in a separate statement in Annexure ''B'' forming part of this report.

Corporate Governance

- The Company is committed to maintaining high standards of Corporate Governance and high emphasis on business ethics. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the Clause 49 is attached to this Report.

Corporate Social Responsibility (CSR)

- The Company believes that it has the duty towards betterment of society and its wellbeing and to achieve this noble objective, made donations of Rs. 50,00,000/- during the year under review to the Organisations rendering the services in medical, educations, social awareness etc.

Green Initiatives

- The Company has started transmitting Annual Report through electronic mode e-mail to the shareholders and initiated steps to reduce consumption of paper.

Acknowledgement

Your Directors thank all the shareholders, all employees of the Company, customers, suppliers, Government Authorities, Financial Institutions and bankers for their continued support.

You Directors look forward to their continued support in future.

For and on behalf of the Board

For The Ruby Mills Limited

Place : Mumbai M. C. SHAH

Dated : May 28, 2013 Executive Chairman


Mar 31, 2012

The Directors have pleasure in presenting their 96th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 3181 March, 2012.

Financial Results

The financial performance of the Company for the year ended March 31, 2012 is summarised below:

Sr. Particulars For the year ended (Rs. In Lakhs)

March 31,2012 March 31,2011

1. Total Revenue 24690.61 20492.01

2. Profit after Exceptional items 11079.00 10206.41

3. Finance Costs 1742.76 806.02

4. Depreciation and Amortisation Expense 2365.82 2154.17

5. Profit before Tax 6970.42 7246.22

6. Provision for Tax including Current Tax adjustments of Earlier Years. 1565.41 1500.00

7. Provision for Deferred Tax (418.59) (9.28)

8. Profit after Tax 5823.60 5755.50

Add: Surplus Brought Forward 8029.74 3093.95

Balance Available for Appropriation 13853.34 8849.45

Less: Appropriations

- General Reserve 583.00 576.00

- Proposed Dividend 209.00 209.00

- Tax on Dividend 33.90 34.71

Balance carried forward to next year 13027.44 8029.74

Results of Operations

- As anticipated, the Financial Year 2011-12 has proven to be the most challenging year for global textile and Real Estate Industry as such. The global economy, barely a year after recession, witnessed lower economic growth. In the midst of such a difficult challenging environment and constraints your Company has performed reasonably well.

- Your Company has registered a growth of 21 % in respect of total revenue. The total revenue for the year was recorded at Rs. 24690.61 lacs as against Rs. 20492.01 lacs in the previous year and a Net Profit after tax of Rs. 5823.61 lacs as against Rs. 5775.50 lacs in the previous year.

Dividend

- Your Directors, have after assessing the need for corporate requirement, recommended a dividend at the rate of 50 % (Fifty percent) p.a. of Rs. 5/- (Rupees Five) per share on 41,80,000 equity shares of Rs. 10/- each aggregating to Rs. 2,09,00,000/-.The dividend will be paid after your approval at the ensuing Annual General Meeting .The aggregate outflow on account of the equity dividend for the year would be Rs. 239.91 lacs including tax on dividend. This represents a payout ratio of 50 % (Previous year 50%) . The amount of Rs. 583 lacs (previous year Rs. 576 lacs) has been transferred to General Reserve.

Management's Discussion and Analysis Report

- Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Appointment of Auditors and Audit Report

- The retiring Auditors, M/s. B.S. Mehta & Co., Chartered Accountants are eligible for re-appointment and have expressed their willingness to accept the re-appointment. They have confirmed that they have undergone peer review process. Members are request to appoint auditors and fix their remuneration.

- As regards to the qualification stated under Clause (xi) of the Annexure to the Auditors' Report it is stated that the delay payments of installments was due to delay by the lender banks in issue of Release of Charges without which the buyers would not remit the sales proceeds in time. The issue has since been resolved. As amounts have been paid for such delays before the year end, no default exists as at March 31, 2012.

- As required under Section 209 (1) (d) of the Companies Act, 1956 the Company has maintained cost accounting records and under Section 233B, qualified Cost Auditor is appointed to conduct Cost Audit.

- As required under Maharashtra Sales Tax Act Company has appointed a VAT Auditor to conduct the VAT Audit.

Insurance Coverage

- The Company's Building, Machineries, Stores and Stocks in trade etc. are adequately covered against insurance risks.

Public Deposits

- The Company is not accepting deposits from the public within the meaning of Section 58A of the Companies Act, 1956 or rules framed thereunder.

Directors

- The Directors express their deep sorrow over the sad demise of Shri D. S. Soman, Director on 9th October, 2011 and place on record its appreciation and deep gratitude for the valuable guidance and counseling rendered by Shri D.S. Soman during his tenure as the Chairman of the Audit Committee and Director of the Company. May almighty God grant peace to his soul.

- Shri Girish C. Sharedalal resigned as Director of the Company with effect from November 21,2011 .The Board places on record its appreciation for the valuable services and guidance given by Shri Girish C. Sharedalal to the Company during his tenure as the Independent Director of the Company

- In accordance with the provisions of the Companies Act, 1956 and under Article 159 of the Articles of Association of the Company Shri J.D. Masani, Shri D.J. Thakkar and Smt. A.M. Shah retire by rotation and being eligible, offer themselves for re-appointment.

- Shri Shaunak J. Thacker was appointed as an Additional Director on the Board of Directors of the Company with effect from 16th January 2012 as an Independent Director. He ceases to be a Director on the date of the 96th Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 has been received in respect of his appointment as Director on the Board and accordingly his appointment is proposed as a Director at the ensuing Annual General Meeting.

Segments

- The Company has two segments namely Textile and Real Estate. The statement of accounts prepared and submitted are therefore of two Segments.

Directors' Responsibility statement:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirm:

1) That in the preparation of the annual accounts, the applicable accounting standards has been followed (along with proper explanation relating to material departures) and that there are no material departure;

2) That the proper accounting policies have been selected 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 that period;

3) That proper and sufficient care have been taken 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;

4) That the Accounts have been prepared on a going concern basis. Particulars of Employees

- In term of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particular of the employees are set out in the Annexure 'A' to the Director Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

- Particulars regarding conservation of Energy, Technology Absorption etc. as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in a separate statement in Annexure 'B' forming part of this report.

Corporate Governance

- The Company is committed to maintaining high standards of Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the Clause 49 is attached to this Report.

Corporate Social Responsibility

- The Company believes that it has the duty towards betterment of society and its wellbeing and to achieve this noble objective, made donations of Rs. 50,00,000/- during the year under review to the organisations rendering the services medical, educations,, social awareness etc.

GREEN INITIATIVES

- The Company has started transmitting Annual Report through electronic mode e-mail to the shareholders and initiated steps to reduce consumption of paper.

Acknowledgement

- Your Directors would like to express their appreciation for the assistance and co-operation received from the clientele, vendors, investors and bankers during the year under review. Your Directors' also place on record their appreciation of the excellent contribution made by employees at all levels, without whose contribution the company would not have recorded substantial growth in its revenue and profitability for the year under review.

For and on behalf of the Board For The Ruby Mills Limited

M. C. SHAH Executive Chairman

Place: Mumbai Dated: 14th August 2012


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their 95th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2011. A summary of financial results is given below:

1. Summarised Financial Results:

(Rs. in Lakhs) 2010-2011 2009-2010

Rupees Rupees

Total Income 20390.73 15534.25

Profit before Depreciation and Taxation 9421.91 5323.02

Less: Depreciation 2154.17 1591.41

Profit after depreciation 7267.74 3731.61

Less: Provision for Taxation

Current Tax 1500.00 380.00

Deferred Tax (9.28) (43.23)

Wealth Tax 3.00 2.65

1493.72 339.42

Profit after tax 5774.02 3392.19

Add/(Less): Prior period income/ (Expenses) (Net) (18.52) 20.78

Exceptional Item (income)/Expense 0 1500.00

Add: Profit as per last Balance Sheet 5755.50 1567.94

Amount Available for Appropriation 8849.45 3480.91

Less: Transfer to General Reserve 576.00 192.00

Proposed Dividend 209.00 167.20

Dividend Tax on Proposed Dividend 34.71 27.77

Surplus carried to Balance Sheet 8029.74 3093.94

2. The Company has registered a growth of 31.26% in respect of total income. The performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of this Directors' Report).

3. The Board of Directors has recommended a dividend at the rate of 50 % (Fifty percent) p.a. of Rs.5/- (Rupees Five) per share on 41,80,000 equity shares of Rs.10/- each aggregating to Rs.2,09,00,000/- as against 40%, i.e. Rs.4/- per share in the previous year.

4. The Process House at Kharsundi is commissioned and all operating trials are stabilized. Now we are mainly concentrating to achieve consistency of results for which required training is being imparted to workers and staff. This should happen in the current year.

5. The private IT Park at Dadar, Mumbai constructed on part of land by grant of development rights is now operational.

6. As required under Section 209 (1) (d) of the Companies Act, 1956 the Company has maintained cost accounting records and under Section 233B, qualified Cost Auditor is appointed to conduct Cost Audit.

7. As required under Maharashtra Sales Tax Act Company has appointed a VAT Auditor to conduct the VAT Audit.

8. The Company's Building, Machineries, Stores and Stocks in trade etc. are fully covered against all insurance risks.

9. The Company is not accepting deposits from the public within the meaning of Section 58A of the Companies Act, 1956 or rules framed there under.

10. Under Article 159 of the Articles of Association of the Company, Mr. S.J.Thacker, Mr. D.M. Popat and Mr. G.C. Sharedalal - directors of the Company, retire by rotation and being eligible offer themselves for re-appointment.

11. The Company has two segments of activities, Textile and Real Estate. The statement of accounts prepared and submitted are therefore of two Segments.

12. In view of the on-going expansion and modernisation, the Company has strengthened scope of internal audit at various Plant locations.

13. Directors' Responsibility statement:

On the basis of compliance certificates received from the Executives of the Company and the discussion had with the statutory auditors and subject to disclosures in the Annual accounts, we state as under:-

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

b) that the proper accounting policies have been selected 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 that period;

c) that proper and sufficient care have been taken 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;

d) that the Accounts have been prepared on a going concern basis.

14. Particulars regarding Employees as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are set out in a separate statement in Annexure 'A' forming part of this report.

15. Particulars regarding conservation of Energy, Technology Absorption etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in a separate statement in Annexure 'B' forming part of this report.

16. The list of person constituting "Group" (within the meaning as defined in the Monopolies Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provision Regulations 10 to 12 of the Securities Board of India (Substantial Acquisition of Shares and Takeover Regulations 1997 as provided in Clause 3 (1) (i) of the said Regulations is furnished in the Annexure C.

17. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis are forming a part of the Director's Report marked annexure D & E respectively.

18. The retiring Auditors, M/s. B.S. Mehta & Co., Chartered Accountants, are eligible for re-appointment and have expressed their willingness to accept the re-appointment. In terms of Section 224A of the Companies Act, 1956, their re-appointment needs to be approved by the members and their remuneration has to be fixed.

19. Clause (xi) of the Annexure to the Auditors' Report to the Shareholders mentions that during the year during the year, the Company has defaulted in repayment of dues to banks. An amount of Rs. 14,07,52,372 which was due on December 31, 2010; an amount of Rs.5,50,89,401 which was due on February 7, 2011 and the amount of Rs. 25,36,48,725 which was due at the balance sheet date have remained unpaid on the respective due dates. These amounts have since been paid.

20. As a responsible corporate citizen, your Company is committed to the concerns of society as a whole. Towards fulfilling social responsibilities, we have contributed Rs. 68,62,601/- (including a sum of Rs.68,00,000/- contributed to a charitable trust) in support of several social causes.

21. Your Directors thank the Company's clientele, vendors, investors and bankers for their continued support during the year. Your Directors' place on record their appreciation of the excellent contribution made by employees at all levels, without whose contribution the company would not have recorded substantial growth in its revenue and profitability for the year under review.

For and on behalf of the Board

M.C. SHAH

Executive Chairman

Place : Mumbai

Dated : 11th August 2011

 
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