The Directors have pleasure in presenting the Nineteen Annual Report
on the working of the Company together with the Audited Accounts for
the year ended 31st March 2008.
(Rs. in Lacs)
Domestic 236.86 383.40
Export 5012.84 4213.06
Other Income 0.01 0.53
Total Expenditure 4593.61 3892.47
Interest 313.59 182.59
Gross ProfitALoss) after 656.10 721.81
Interest before depreciation
Depreciation 227.23 179.0l
Provision for Taxation 51.68 62.581
Net Profit/(Loss) 427.42 480.23
OPERATIONS & FUTURE PROSPECTS
During the year under review, your company has achieved a turnover of
Rs.5249.27 lacs against the last year turn over of Rs.4596.46 lacs
showing an impressive growth of 40.75%. The growth achieved by the
company had been due to commencement of commercial production of the
expansion unit in December 2006 and due to better economic conditions,
improved cordial industrial relationships in the company. Your
Directors are hopeful that in the current financial year, company will
achieve higher growth accompanied with better results due to
commencement of production of expansion unit from December 2006.
The Board of Directors of your company is of the opinion that to
smoothen the liquidity position, no dividend should be recommended &
resources be utilised for financing of expansion project of the
Shri Ravinder Garg and Shri Shalinder Sharma Directors, retires by
rotation and being eligible, offer themselves for re-appointment. Your
Directors solicits your approval for their appointment.
A detailed report on Corporate Governance compliance duly certified by
the Companys Statutory Auditors as required under clause 49 of the
listing agreement forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect, to Directors Responsibility Statement, it is
hereby stated that:
1. That in the preparation of the accounts for the financial year
ended 31st March 2008 the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2. That the Directors have selected such accounting policies and
applied them constantly and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company for the year under review.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for preventing and detecting
fraud and other irregularities,
4. That the directors have prepared the accounts for the financial year
ended 31st March 2008 on a going concern basis.
PARTICULARS OF EMPLOYEES
During the period under review, the company had no employee who are
covered under Section 217(2 A) of the Companies Act 1956.
During the year under review, .your company has not invited any
deposits from the Public U/s 58 A of the Companies Act, 1956.
The securities of the Company are listed at Bombay Stock Exchange,
Mumbai. The securities of the company were delisted from Delhi,
Ludhiana and Ahmedabad Stock Exchange. Listing fees for the Bombay
Stock Exchange has been paid.
Pursuant to the provisions of clause 49 of the listing agreement, the
Company had constituted an Audit Committee of the Board of Directors.
The Audit Committee comprises of three Independent Non-Executive
Directors. Shri Anil Chopra, Shri Shailendra Sharma. Shri Anil Chopra
was appointed as the Chairman of the Audit Committee.
The terms of reference stipulated by the Board to the Audit Committee
are, as contained under Clause 49 of the Listing Agreement, i.e.
a. Oversight of the Companys financial reporting process and the
disclosure of its financial information.
b. Recommending the appointment and removal of external auditors,
fixation of audit fee and also approval for payment for any other
C. Reviewing with management the annual financial statements before
submission to the board, focusing primarily on (i) any changes in
accounting policies and practices, (ii) major accounting entries based
on exercise of judgment by management, (iii) qualifications in draft
audit report, (iv) significant adjustments arising out of audit, (v)
the going concern assumption, (vi) compliance with accounting
standards, (vii) compliance with Stock Exchange and legal requirements
concerning financial statements and (viii) any related party
transactions i.e. transactions of the company of material nature, with
promoters or the management, their subsidiaries or relatives etc. that
may have potential conflict with the interests of Company at large.
d. Reviewing with the management, external and internal auditors, the
adequacy of internal control systems.
e. Reviewing the adequacy of internal audit functions.
f. Discussion with internal auditors any significant findings and
follow up these on.
g. Reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board.
h. Discussion with external auditors before the audit commences nature
and scope of audit as well as has post-audit discussion to ascertain
any area of concern.
1. Reviewing the Companys financial and risk management policies.
Pursuance to clause 49 of the listing agreement, and as per the
amendments introduced by Schedule XIII of the Companies Act 1956, a
remuneration committee was formed by the company consisting of two
directors namely Shri Shailender Sharma and Shri Anil Chopra As per the
responsibilities entrusted to the remuneration committee under the
notification No. GSR (36 E) DT. 16/01/2002 appointment and payment of
remuneration to Managing Directors and Whole Time Directors of the
company having no profits or have inadequate profits is required to be
approved by the remuneration committee. During the year under review
Shri Shailender Sharma, was elected as Chairman of the remuneration
DEMATERIALISATION OF SHARES
As per the circular issued by SEBI, shares of your company are under
Demat mode accordingly to meet requirements. M/s BEETAL FINANCIAL &
COMPUTER SERVICES (P) LTD have been appointed as Registrar and share
transfer agent (RTA) for carrying out both transfer and demat work for
the company as per the SEBI direction and such Registrar & Share
Transfer Agent (RTA) shall look after entire share related matters of
the company. The company has entered agreement with NSDL & CSDL for
demat of shares.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO.
Information required to be given pursuant to section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosures of particulars
in the report of the Directors) Rules 1988 and forming part of the
Directors report for the year ended 31st March, 2007 are given below :
A. CONSERVATION OF ENERGY
Energy Conservation Measures Taken:
Control on illumination lights.
The factory building has been constructed in such a manner to allow
Additional Investment and Proposals, `if any, being implemented for
reduction in consumption of energy:
The boilers, fed on furnace oil have been replaced with the auto
controlled boiler fed on rice husk/pat coke.
Impact of above measures on reduction of energy consumption and
consequent impact on production of goods.
Significant. Cost of production has reduced and production has
B. TECHNOLOGY ABSORPTION
RESEARCH AND DEVELOPMENT (R & D)
a) Specific areas in which R&D carried out by the company : None
b) Benefits derived as a result of above : Nil
c) Future plan of action
The company will take R&D activities to improve quality and reduce cost
by reducing wastage.
EXPENDITURE ON R&D
No separate details of such expenditure can be ascertained. Research
and Development is being carried out in normal course of business.
Technology Absorption, Adaptation and Innovation:
a) Efforts in brief made towards technology absorption, adaptation and
innovation and benefits derived there from. NIL
b) Imported Technology: No new Technology was imported during the year.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO.
Details of Foreign Exchange, earnings and Outgo are given as below:-
Year 2008 Year 2007
(Amt.in lacs) (Amt.in lacs)
Foreign Exchange earning 5012.84 4002.41
Foreign Exchange outgoing 683.55 1669.48
During the year under review, industrial relations in the company had
been cordial at various levels & had improved significantly Board of
Directors of the company places on record that effective steps taken
last year had brought in improved relationships.
M/s. Midha & Associates,. Chartered Accountants the companys Auditors
retire at the conclusion of this Annual General Meeting and being
eligible offer themselves for reappointment which, if made, will be in
confirmation with the provisions of Section 224 (IB) the of Companies
Your Directors express their sincere appreciation and thanks to the
Customers, Suppliers, Bankers, Shareholders, Central and Haryana
Government for their valuable co-operation and assistance. Your
Directors wish to place on record their appreciation for the
contribution made by the employees at all level.
For and on behalf of the Board of
RIBA TEXTILES LIMITED
Place : PANIPAT RAVINDER GARG
Date : 30.07.2008 Chairman