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Riba Textiles Ltd.

BSE: 531952 | NSE: | Series: NA | ISIN: INE811H01017 | SECTOR: Textiles - Hosiery & Knitwear

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

DIRECTORS'' REPORT TO THE SHAREHOLDERS

Dear Shareholder,

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

FINANCIAL HIGHLIGHTS:

Rs. In Lacs

Particulars

2017-18

2016-17

Revenue from Operation

14,816.33

11,179.04

Other Income

419.19

217.66

Gross Receipts

15,235.52

11,396.70

Finance cost

459.05

134.81

Depreciation

472.00

273.74

Profit before Tax

668.96

565.O6

Tax Expenses

139.08

135.77

Profit after Tax

529.88

429.29

Comprehensive Income

-

-

Total Comprehensive Income

529.88

429.29

Paid up Equity Share Capital

965.29

965.29

Reserves excluding revaluation reserve

3870.46

3340.57

Earnings per share

5.49

4.45

OVERVIEW AND STATE OF THE COMPANY''S AFFAIRS;

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

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

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

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

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

SHARE CAPITAL

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

RESERVE

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

NUMBER OF BOARD MEETING

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

BOARD LEVEL PERFORMANCE EVALUATION

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

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

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

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

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

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

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

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

AUDIT COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY

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

PARTICULARS OF EMPLOYEES

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

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

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

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

SI No.

Name

Nature of Directorship

Ratio

1

Mr. Ravinder Garg

Chairman & Whole-time Director

29.17

2

Mr. Amit Garg

Managing Director

29.17

3

Mr. Nitin Garg

Whole-time Director

29.17

4

Mrs. Asha Garg

Executive Director

4.17

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

SI No.

Name

Nature of Directorship

% Increase

1

Mr. Ravinder Garg

Chairman & Whole -time Director

50%

2

Mr. Amit Garg

Managing Director

50%

3

Mr. Nitin Garg

Whole -time Director

50%

4

Mr. Rajnish Mittal

CFO

25.32%

5

Ms. Neha Dubey

CS

Nil

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

EXTRACT OF ANNUAL RETURN

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

WHISTLE BLOWER POLICY

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

DEPOSITS

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

HUMAN RESOURCE

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

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

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

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

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

RISK MANAGEMENT

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

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

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

LISTING OF EQUITY SHARES

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

SECRETARIAL AUDIT

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

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

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

AUDITORS'' REPORT

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

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

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

INTERNAL AUDITORS

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

ACKNOWLEDGEMENTS

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

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

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

For and on behalf of the Board of Directors Riba Textiles Limited

Sd/-

Ravinder Garg

Place : Panipat

Chairman and

Date : 29.05.2018

whole-time Director

DIN 00202164

ANNEXURE TO THE DIRECTORS'' REPORT

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

1. CONSERVATION OF ENERGY

(A) Energy Conservation Measures Taken:

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

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

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

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

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

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

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

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

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

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

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

> New Airo machine to be installed.

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

> Semi Automatic Cross Cutting machine to be installed.

> Two for One Twisting Machine to be installed.

> One new Winding Machine to be installed.

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

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

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

(C) Impact of above measures:

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

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

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

2. TECHNOLOGY ABSORPTION

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

3. FOREIGN EXCHANGE EARNINGS AND OUTGO.

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

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

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

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

Current Year

(Amount in Lacs) Previous Year

2017-18

2016 -17

Foreign Exchange earnings

B 569.28

9914.83

Foreign Exchange outgoing

339.78

410.00

FORM -A

Disclosure of particulars with respect to conservation of energy

2017-18

2016-17

A)

Power & Fuel Consumption:

1

Electricity

a.

Purchased

Unit: (''000 KWH)

B919628

9153376

Total Amount (Rs. In lacs)

104146

730.90

Rate / per unit (KWH)

7.48

8.02

b.

Own Generation

(i)

Unit: (''000 KWH)

630783

442051

Total Amount (Rs. In lacs)

91.05

55.15

Rate / per unit (KWH)

14.43

247

(ii) Through steam turbine/ general or

-

-

2

Coal

Quantity: (MT)

4033.42

2490.98

Total Amount (Rs. In lacs)

33135

218.50

Rate / per MT

8215.00

7429.35

3

Furnace Oil, LSHS & L.D. Oil

-

-

4

Others / Internal Generation

-

-

B)

Consumption per unit of Production:

1

Electricity (puchase & generation)

Yarn processing Unitkwh/kg :

281

292

Towel Unitkwh/kg :

274

2

Coal

Yarn processing Unit /kg :

6.73

6.90

3

Furnace oil, LSHS & L.D Oil

-

4

Others

-

The consumption of electricity depends upon the product used and the nature of the product manufactured. Thus the above indicates an average consumption per unit of production.

Form — B Annexure I

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

1. Specific Areas in which R&D has been

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

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

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

3. Future plan of action

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

4. Expenditure on R & D

-Not identified separately

Technology absorption, adaptation & innovation

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

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

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

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

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

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

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

B. Impact of above measures:

- Energy Saving

- Increase in Market Share

- New Customers Developed

- New Product Developed

Annexure - II FORM NO. AOC-

2 Particulars of Contracts/ Arrangements with Related Parties

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

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

SI. No.

Name(s) of the related party and nature of relationship

Nature of contracts/ arrangements/ transactions

Duration of the contracts/ arrangemen ts/ transactions

Salient terms of the contracts or arrangement s or transactions including the value, if any

Justification for entering into such contracts or arrangemen ts or transactions

date(s) of approval by the Board

Amount paid as advance s, if any:

Date on which the special resolution was passed in general meeting as required under first proviso to section 188

No contracts or arrangements or transactions has been entered by the Company which are not at arm''s length basis:

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

Sl.No.

Name(s) of the related party and nature of relationship

Nature of contracts/ arrangeme nts/ trans actions

Duration of the contracts / arrangements/ transactions

Salient terms of the contracts or arrangeme nts or transaction s including the value, if any

Date(s) of approval by the Board, if any

Amount paid as advances, if any

1

Mr. Ravinder Garg, Chairman and Whole -time Director

Leasing of property Administr ative Office

One Year

Monthly Rent 12,500/-

Approved by the Board of Directors of the Company in their meeting held on 29.05.2018

NIL

2

Mr. Amit Garg, Managing Director

Leasing of property registered Office

One Year

Monthly Rent 50,000/-

Approved by the Board of Directors of the Company in their meeting held on 29.05.2018

NIL

3

Mr. Nitin Garg, Whole-time Director

Leasing of property registered Office

One Year

Monthly Rent 50,000/-

Approved by the Board of Directors of the Company in their meeting held on 29.05.2018

NIL

For and on behalf of the Board of Directors

Riba Textiles Limited

Sd/-

Ravinder Garg

Chairman and whole-time

Director

Place : Panipat

DIN 00202164

Date : 13.08.2018

Director’s Report