To The Members of R & B Denimsenims LL Limiteimited
The Directors take pleasure in presenting the Ninth Annual Report together with theaudited financial statements for the year ended March 31 2019. The Management Discussionand Analysis has also been incorporated into this report.
1. . FINANCIAL RESULTS
|Particulars ||2018 -19 ||2017 -18 |
|Sales/ Business Income ||24811.20 ||21737.53 |
|Other Income ||125.95 ||313.66 |
|Total Income ||24937.15 ||22051.19 |
|Less: Expenses (Excluding Depreciation) ||23921.44 ||20704.59 |
|Profit before depreciation exceptional items and taxes ||1015.71 ||1346.6 |
|Less: Depreciation ||509.41 ||644.39 |
|Profit before exceptional items and taxes ||506.30 ||702.21 |
|Less: Exceptional Items ||- ||- |
|Profit before Taxation ||506.30 ||702.21 |
|Less: Income Tax ||152.90 ||156.64 |
|Deferred Tax ||(36.70) ||(38.77) |
|MAT Credit Provision ||- ||- |
|Short Provision for Income Tax expense relating to prior year ||1.39 ||- |
|Profit after Taxation ||388.71 ||584.34 |
|Retained Earnings || || |
|Balance brought forward ||748.27 ||159.91 |
|Profit for the year ||388.71 ||584.34 |
|Short Provision for Income Tax expense relating to prior year ||(48.03) ||- |
|Other Comprehensive Income ||2.05 ||4.02 |
|Total Retained Earnings ||1091.01 ||748.27 |
|Available Profit & (transfers) dealt as under: || || |
|Transfer to/(from) General Reserve ||342.73 ||588.36 |
|Balance carried forward ||1091.01 ||748.27 |
|Earnings per share (Rs.) :Basic ||2.78 ||4.20 |
|Diluted ||2.78 ||4.20 |
2. . HIGHLIGHTS OF PERFORMANCE
Standalone total income for the current financial year has reached to Rs.24937.15 (in Lakhs) as compared to Rs. 22051.19 (in Lakhs) in 2018 increasing by13.09%;
Standalone net sales for the year was Rs.24811.20 (in Lakhs) as compared to Rs.21737.53(in Lakhs) in 2018 showing a growth of 14.14%;
Standalone profit before tax for the year was Rs.506.30 (in Lakhs) as comparedto Rs. 702.21 (in Lakhs)in 2018 showing a decline of 27.9%;
Standalone Other Comprehensive Income (OCI)for the year was Rs. 2.05 (in Lakhs)as compared to Rs. 4.02 (in Lakhs)in 2018 a decline of 49.00%;
Standalone Profit after tax for the year is Rs. 390.76 (in Lakhs) as compared toRs. 588.36(in Lakhs) in 2018a decline by 33.58%.
3. . STATE OF COMPANY'S AFFAIRS
The directors are glad to report that during the year under review your company hasposted higher income of Rs.24 937.15 (in Lakhs) in the current year as compared to Rs.22051.19 (in Lakhs) in the corresponding previous year. During the current year your companyhas shown a remarkable profit of Rs. 388.71 (in Lakhs) as against to the net profit of Rs.584.34(in Lakhs) in the corresponding previous year.
4. . TRANSFER TO RESERVESESERVES IN TERMS OF SECTION 134(3)(J)(3)(J) OF THE COMPANIESACT 2013
For the financial year ended on March 31 2019 the Company has proposed to carry anamount of Rs. 388.71 (in Lakhs) to Balance Sheet under the head other Equity.
5. . DIVIDEND
In view of the requirement of the profits for strengthening of the company yourdirectors have decided to plough back the profit into the business hence no dividend couldbe recommended for the year under review.
6. . MATERIAL CHANGES SUBSEQUENTEQUENT TO THE CLOSE OF THE YEAR
The company has been listed on BSE-SME Platform since 22nd April 2014 andhas completed the span of 5 years of listing on BSE. In the current financial year thedirectors has decided to migrate from BSE-SME Platform to BSE Main Board Platform andconsequently the company has received the In-Principle Approval letter from BSE in respectthereof on 18th April 2019.
7. . 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 or courts ortribunals impacting the going concern status of your Company and its operations in future.
8. . SUBSIDIARY COMPANY/ASSOCIATE/JOINTSOCIATE/JOINT VENTURE
There has been no subsidiary/Associate/Joint Venture incorporated/ceased of yourcompany during the financial year 2018-19.
9. . MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
In terms of the provision of Regulation 34 of the Securities Exchange Board of India(Listing Obligation and Disclosure Requirement) Regulation 2015 the Management Discussionand Analysis report is a forming part of this Annual Report.
10. . CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company during the financialyear 2018-19.
11. . SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2019 was Rs. 1399.46 (in Lakhs). TheCompany has not issued/allotted any equity shares during the financial year 2018-19.
12. . FINANCE
The Cash and cash equivalent as on March 31 2019 was Rs. 6.95 (in Lakhs). The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
1. . ACCEPTANCE OF DEPOSITS
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014 and any modification thereof.
2. . PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report.
13. . QUALITY INITIATIVES
The Company continues its commitment to the highest levels of quality superior servicemanagement robust information security practices and mature business continuitymanagement. In the financial year 2017-18 the Company had taken two ISO Certificatesnamely ISO 9001:2015 and ISO 14001:2015 for Quality Management System and EnvironmentalManagement System respectively from TUV SUD South Asia Private Limited.
14. . CORPORATE SOCIAL RESPONSIBILITY
The Board has adopted a Corporate Social Responsibility (CSR) Policy for the Companybased on which CSR Programs and activities were carried out during the year. The CSRPolicy can be accessed through the following weblink:
The CSR committee comprises of the following members and the committee oversees the CSRactivities:
Mr. Amitkumar Dalmia (Chairperson)
Mr. Ankur Borana (Member)
Mr. Girish Kumar Kalawatia (Member)
The Company has spent Rs. 6.50 (in Lakhs) as part of its CSR activities through focusedefforts in the fields of Community Healthcare. The detail on CSR activities undertakenduring the year is annexed as "Annexure-A" to this report.
15. . BUSINESS RESPONSIBILITY REPORT (BRR)
The Board of Directors of the Company hereby confirms that according to the provisionsof Regulation 34(2)(f) of the Securities Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulation 2015 and amended thereof the report on BusinessResponsibility Report (BRR) is not mandatorily applicable to our company hence notannexed with Annual Report.
16. . ANNUAL EVALUATION AND CRITERIA OF EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE
OF ITS COMMITTEES AND OF DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act SEBIListing Regulations and the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on January 5 2017.
The Nomination and Remuneration Committee has defined evaluation criteria procedureand time schedule for Performance Evaluation process for the Board its Committees andDirectors.
|Evaluation of ||Criteria for Evaluation |
|Board || Degree of fulfilment of key responsibilities |
| || Board structure and composition |
| || Establishment and delineation of responsibilities to various committees |
| || Effectiveness of board processes |
| || Information and functioning |
| || Facilitation of Independent Directors |
| || Quality of decisions |
| || Board culture |
|II Individual directors || Attendance and contribution at Board/ Committee Meetings |
| || Guidance/ support to the management outside Board/ Committee |
| ||Meetings |
| || Fulfilment of functions |
| || Setting the strategic agenda of the Board |
| || Encouraging active engagement by all Board members and motivating |
| || Providing guidance to the Managing Director |
|Committees || Degree of fulfilment of key responsibilities |
| || Frequency and effectiveness of meetings |
| || Committee dynamics especially openness of discussions including with the Board |
| || Adequacy of Committee composition |
| || Quality of relationship of the Committee with the Board and the Management |
The evaluation of Board its Committees and Individual Directors was carried out as perthe process and criteria laid down by the Board of Directors based on the recommendationof the Nomination and Remuneration Committee.
The performance evaluation of Independent Directors was carried out by entire Boardexcluding Director being evaluated. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by Independent Directors who also reviewedperformance of the Board as a whole. The Nomination and Remuneration Committee alsoreviewed performance of the Board its Committees and of Directors.
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report.
17. . VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company has in place avigil mechanism that encourages its employees to report suspected or genuine concernsabout any wrongful conduct to come forward and express these concerns without fear ofpunishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel tothe employees and Directors to report to the management concerns about unethicalbehaviour actual or suspected fraud or violation of the Codes of conduct or policymisuse or abuse of authority. The mechanism provides for adequate safeguards againstvictimization of employees and Directors to avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in exceptional cases. It is affirmedthat no personnel of the Company has been denied access to the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at the link:
18. . POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS
The Policy for Determining Materiality of Information / Events for reporting to theStock Exchangeis framed pursuant to SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 which enables the investors to make well-informedinvestment decisions and take a view on the Materiality of an event that qualifies fordisclosure.
The Policy for Determining Materiality of Information / Events may be accessed on theCompany's website at the link:
19. . POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS
The Policy for Preservation & Archival of documents is framed pursuant toRegulation 9 & 30(8) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 investors and concerned authority accessed preservation of documentsand records of the Company through company's website which is required to be maintainedunder the Companies Act 2013 and Listing Regulation. Any disclosure of events orinformation which has been submitted by the Company to the Stock Exchanges will beavailable on the website of the Company for a period of 5 years from the date of itsdisclosure and shall thereafter be archived from the website of the Company for a periodof 3 years. This policy basically deals with the retention and archival of corporaterecords.
The Policy for Preservation & Archival of documents may be accessed on theCompany's website at the link:
20. . COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION & REDRESSAL) ACT 2013
The company is committed to provide safe conducive and healthy working environment tothe women employees without any kind of prejudice gender discrimination and sexualharassment. The Company considers sexual harassment as a gross misconduct and has a zerotolerance for Sexual Harassment at workplace. Pursuant to the provisions of "TheSexual
Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013" and rules made thereunder the Company has adopted a "Policy on Protectionof Women against Sexual Harassment at Work Place" to provide protection to its womenemployees against sexual harassment at work place. In line with the requirements of thepolicy the company has setup Internal Complaints Committee (ICC) with majority womenMembers.
During the financial year 2018-19 no case was reported under the purview of the saidPolicy.
21. . DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act Mr. Dharmesh Prafulchandra MehtaMr. Girish Kumar Kalawatia Mr. Manak Lal Tiwari and Mrs. Anita Pankaj Jain areIndependent Directors of the Company. They have submitted a declaration that each of themmeet the criteria of independence as provided in Section 149(6) of the Act and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations"). There has been no change in the circumstancesaffecting their status as an Independent Director during the year.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.
22. . DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Anita Pankaj Jain was appointed as a Women & Independent Director with effectfrom December 27 2017 and her appointment was approved in the Annual General Meeting heldon 23rd July 2018 for the financial year 2017-18.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2019 are: Mr. Rajkumar Mangilal Borana as Managing DirectorMr. Amitkumar Anandbhai Dalmia as Whole-time Director Mr. Deepak A Dalmia Whole-timeDirector Mr. Ankur Mangilal Borana as Whole-time Director Mr. Perkin KhushmanbhaiJariwala as Chief Financial Officer (CFO) and Mrs. Jyoti Arun Agarwal as CompanySecretary.
11 1 Policy on directors' appointment and remuneration
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
2 22 Meetings
During the year Board Meetings and Committee Meetings were convened and held. Thedetails of which are given herein below and also in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
DETAILS OF MEETINGS HELD DURINGING THE F.Y. 2018 8 88- --11 19 999
|Sr. No. . ||Date of Meeting ||Class of Meeting ||Board Strength ||No. of Directors Present |
|1 ||16-04-2018 ||Stakeholders' Relationship Committee ||3 ||3 |
|2 ||18-05-2018 ||Audit Committee ||4 ||4 |
|3 ||28-05-2018 ||Board of Director Meeting ||8 ||8 |
|4 ||28-06-2018 ||Board of Director Meeting ||8 ||6 |
|5 ||30-07-2018 ||Stakeholders' Relationship Committee ||3 ||3 |
|6 ||06-08-2018 ||Audit Committee ||4 ||4 |
|7 ||13-08-2018 ||Nomination & Remuneration Committee ||4 ||4 |
|8 ||18-08-2018 ||Board of Director Meeting ||8 ||6 |
|9 ||12-09-2018 ||Corporate Social Responsibility Committee ||3 ||3 |
|10 ||21-09-2018 ||Board of Director Meeting ||8 ||4 |
|11 ||04-10-2018 ||Board of Director Meeting ||8 ||4 |
|12 ||05-11-2018 ||Audit Committee ||4 ||4 |
|13 ||14-11-2018 ||Board of Director Meeting ||8 ||8 |
|14 ||20-11-2018 ||Stakeholders' Relationship Committee ||3 ||3 |
|15 ||04-02-2019 ||Nomination & Remuneration Committee ||4 ||4 |
|16 ||14-02-2019 ||Board of Director Meeting ||8 ||8 |
|17 ||20-02-2019 ||Audit Committee ||4 ||4 |
|18 ||26-02-2019 ||Stakeholders' Relationship Committee ||3 ||3 |
|19 ||10-03-2019 ||Corporate Social Responsibility Committee ||3 ||3 |
|20 ||19-03-2019 ||Board of Director Meeting ||8 ||4 |
23. . DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them the Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. That in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. That the directors had selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the company at the end of the financialyear and of the profit and loss of the company for that period;
c. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. That the annual financial statements have been prepared on a going concern basis;
e. That proper internal financial control was in place and that the financial controlswere adequate and were operating effectively.
f. That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.
24. . RELATED PARTY TRANSACTIONS
The company has entered into various related party transactions during the financialyear and all the transactions were on an arm's length basis. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated personnel which may have a potential conflictwith the interest of the Company at large and the details of which is prescribed in FormAOC-2 annexed as "Annexure-B" which is attached to this report.
25. . AUDITORS
a. . Statutory Auditors
M/s. Pamita Doshi & Co. Chartered Accountants of Surat had been appointed asStatutory Auditors of the Company for a term of five years pursuant to the provisions ofSection 139 of the Act in the conclusion of Eighth (8th) Annual General Meeting of thecompany subject to the renewal of the appointment at ensuing Annual General Meeting and atevery Annual General Meeting held after this Annual General Meeting. As required under theprovisions of Sections 139(1) read with 141 of the Companies Act 2013 the Company hasobtained a written certificate from M/s. Pamita Doshi & Co. Chartered AccountantsSurat proposed to be re-appointed to the effect that their re-appointment if made wouldbe in conformity with the criteria specified in the said sections.
The Board recommends the appointment of M/s Pamita Doshi & Co. CharteredAccountants of Surat as Statutory Auditors of the Company to hold office from theconclusion of the ensuing Annual General Meeting till the conclusion of the Annual GeneralMeeting of the Company to be held for the financial year 2022-23. The necessary resolutionis being placed for consideration of the members at the ensuing Annual General Meeting.The auditors have also confirmed that they hold a valid certificate which is issued by thePeer Review Board of the Institute of Chartered Accountants of India.
The Auditors' Report for Financial Year 2018-19 forms part of this Annual Report anddoes not contain any qualification reservation or adverse remark.
b. . Cost Auditors
Pursuant to Section 148(3) of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 M/s. V. M. Patel & Associates was appointedas Cost Auditor of the company for the financial year 2018-19 by the Board of Directors ona remuneration of Rs. 35000/- plus Service tax if applicable and out of pocket expenses
As required under the Companies Act 2013 the remuneration payable to the cost auditoris required to be placed before the Members in a general meeting for their ratification.Accordingly a Resolution seeking Member's ratification for the remuneration payable toM/s. V.M. Patel & Associates Cost Auditors is included at Item No. 7 of the Noticeconvening the Annual General Meeting.
c. . Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The Board hadappointed M/s. Jainam N Shah & Co Practicing Company Secretary of Surat to conductthe Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for thefinancial year ended March 31 2019 is annexed herewith annexed as "Annexure-C"to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
26. . ENHANCING SHAREHOLDERS VALUE
The Company believes that its Members are among its most treasured stakeholders.
Accordingly the Company's operations are committed to the pursuit of achieving notableoperating performance and cost competitiveness consolidating and building for expansionenhancing the productive asset and resource base and subsisting overall corporatereputation. The Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively affect the socio-economic and environmentaldimensions and contribute to unceasing growth and development.
27. . CORPORATE GOVERNANCE
As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the Management Discussion and Analysis are attached which formspart of this report.
28. . ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 which is annexed herewith as"Annexure-D".
29. . EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as on 31st March 2018 inForm MGT 9 in accordance with Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 are set out herewith as"Annexure E" to this Report.
30. . PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule 5 (1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the "Annexure-F" of the Annual Report.
31. . SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company.
32. . INTERNAL FINANCIAL CONTROLS
Internal Financial Controls forms an integrated part of the risk management processtherefore the company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors maintenanceof adequacy the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.
The management periodically reviews the financial performance of the Company againstthe approved plans across various parameters and takes necessary action wherevernecessary. During the year such controls were tested and no reportable material weaknesswas observed.
33. . RISK MANAGEMENT
The Company has in place appropriate Risk Management framework for a systematicapproach to control risks. The risk management policy of the company encompasses practicesrelating to the identification analysis evaluation treatment mitigation and monitoringof the strategic external and operational control risks to achieve key businessobjectives.
34. . ACKNOWLEDGEMENTS
The Board of Directors is pleased to place on record its appreciation for the continuedguidance and support received from the Central and State Government DepartmentsOrganizations and Agencies. The Board is thankful to the Members Auditors ConsultantsService Providers Insurers and all its Employees for their unstinted support andcontribution.
The Board of Directors conveys their gratitude for all the employees at all levels fortheir hard work solidarity cooperation and dedication during the year. Further theBoard sincerely conveys its appreciation for its customers shareholders suppliers aswell as vendors bankers business associates regulatory and government authorities fortheir continued support.
The Board also recognizes the contribution of the esteemed Consumers to the growth ofthe Company and takes this opportunity to pledge the Company's commitment to serve thembetter.
35. . CAUTIONARY STATEMENT
Certain statements in the Management Discussion and Analysis describing the Company'sanalysis projections interpretations and estimates are forward-looking within themeaning of applicable securities laws and regulations. Actual results may vary from thoseexpressed or implied depending upon economic conditions Government policies and otherincidental/related factors changes in economic conditions affecting demand and supplysuccess of business and operating initiatives and restructuring objectives change inregulatory environment other government actions including taxation natural phenomenasuch as floods and earthquakes customer strategies etc. over which the Company does nothave any direct control.
The Company assumes no responsibility to publicly amend modify or revise any suchstatements on the basis of subsequent developments information or events.
| ||For and on behalf of The Board Of Directors |
| ||R & B DENIMS LIMITED |
| ||Sd/- |
|Place: SURAT ||Rajkumar Mangilal Borana |
|Date: 18/05/2019 ||(Chairman & Managing Director) |
| ||DIN: 01091166 |