Rubfila International Ltd.
|BSE: 500367||Sector: Others|
|NSE: RUBFILINTL||ISIN Code: INE642C01025|
|BSE 16:01 | 27 Mar 2018||Rubfila International Ltd|
|NSE 05:30 | 01 Jan 1970||Rubfila International Ltd|
|BSE: 500367||Sector: Others|
|NSE: RUBFILINTL||ISIN Code: INE642C01025|
|BSE 16:01 | 27 Mar 2018||Rubfila International Ltd|
|NSE 05:30 | 01 Jan 1970||Rubfila International Ltd|
TO THE MEMBERS OF RUBFILA INTERNATIONAL LIMITED
The Directors have pleasure to present their 22nd Annual Report and the audited AnnualAccounts for the year ended 31 st March 2015.
Your company has continued to grow this year also and has achieved an all time highperformance in its history as far as turnover and profits are concerned. The grossrevenues touched Rs. 16905.93 Lacs 28.73 % more than last year whereas profit beforedepreciation and taxes touched Rs.2274.61 Lacs 33.70 % higher compared to previous year.The earnings per equity share (face value Re. 5) for the year increased to Rs. 3.05 fromRs.2.14 in the previous year. It is to be noted that the company had achieved betterperformance for the year irrespective of the challenges which existed in the market. Thecompany has been following prudent financial management and has operated this year alsowith no debt support from any institutions.
Your Directors have recommended a dividend of 15%- (Re.0.75 per Share of face value Rs.5/-) for the year (as against 12% for the previous year ended: 31st March 2014) subjectto the approval of the shareholders at the ensuing Annual General Meeting. This willresult in total payout for the year 2014-15 (including Dividend Distribution Tax) of Rs.390.13 Lacs. (Rs. 303.38 Lacs in 2013-14). An amount of Rs. 68.00 Lacs has beentransferred to General Reserve as per the provisions of Companies Act 2013.
As on 31st March 2015 the gross fixed assets of the company stand at Rs.7270.04 Lacsand net fixed assets Rs 2874.37 Lacs. Capital additions during the year amounted toRs.360.23 Lacs which include addition to Building for Rs.123.44 Lacs Plant &Machinery and other assets amounting to Rs.236.79 Lacs.
The rubber thread industry witnessed highly volatile situations in the past year due toa variety of factors like over capacity in the Indian and international market latexprice fluctuations etc. The challenges continue to remain in the medium term in view ofthe highly volatile latex prices in India compared to very low prices existing in Malaysiaand Thai land. The steps taken by the government to safeguard the interests of rubbergrowers has aggravated the situation with the Indian latex prices reaching almost thedouble that of international prices. This has led to large volume of imports of threadsinto the country putting pressure on the pricing. Rubfila continues to enjoy a dominantposition in the Indian market even as its presence in the international market is alsogrowing.
The installed production capacity of the Company has grown from 6350 MT to 11500 MT perannum by 2014. In addition to this the company has also entered into exclusivemanufacturing arrangement with M/s. Abhisar Buildwell P Ltd. the second largestmanufacturer of Rubber threads in India and thus has got a total capacity of 15500MT perannum at its disposal.
The year 201 5-16 will be the first year when all the above mentioned capacity would beavailable on a full year basis and the company expects to achieve a better turnover thisyear.
Directors' Responsibility Statement
The Directors report that
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
vi. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Listing on Stock Exchanges
Your Company's shares are listed on the Bombay stock exchange. During the year underreview your company's share price had touched Rs.52.80 per equity share. The Share pricequoted at BSE at the closing on 31.03.2015 which was Rs. 38.40 against the closing priceof Rs. 17.40 on31.03.2014.
As required by Clause 49 of the Listing Agreement with the Stock Exchanges theCorporate Governance Report Management Discussion and Analysis and the AuditorsCertificate regarding compliance of conditions of Corporate Governance form part of theAnnual Report.
Declaration on Independent Directors
The Independent Directors Mr. Samir K. Shah (DIN 01714717) Mr.S.N.Rajan (DlN00105864) Mr. Patrick M Davenport (DIN 00962475) and Ms.R.Chitra (DIN 01560585):
(a) in the opinion of the Board are persons of integrity and possess relevantexpertise and experience;
(b) (i) who were not promoters of the company or its holding subsidiary or associatecompany
(ii) who are not related to Promoters or Directors in the company its holdingsubsidiary or associate Company;
(c) who have or had no pecuniary relationship with the company its holding subsidiaryor associate company or their Promoters or Directors during the two immediately precedingfinancial years or during the current financial year;
(d) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their Promoters or Directorsamounting to two percent or more of its gross turnover of total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;
(e) Who Neither himself nor any of his relatives-
i)holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial year immediately preceding the financial year in which he is pro posed tobe appointed;
ii) is or has been an employee or propriety or a partner in any of the three financialyears immediately preceding the financial year in which he is proposed to be appointed of-
(A) a firm of auditors or company secretaries in practice or cost auditors or thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;
(iii) holds together with his relative two per cent or more of the total voting powerof the company; or
(iv) is a Chief Executive or Director by whatever name called of any non profitorganization that receives twenty-five percent or more of its receipts from the companyany of its Promoters Directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or
(f) who possesses such other qualification as may be prescribed.
Particulars of Loans guarantees or investments
Your company has not directly or indirectly
a) given any Ioan to any person or other body corporate other than usual advancesenvisaged in a contract of supply of materials if any
b) given any guarantee or provide security in connection with a loan to any other bodycorporate or person and
c) acquired by way of subscription purchase or otherwise the securities of any otherbody corporate
d) exceeding sixty percent of its paid-up share capital free reserve and securitiespremium account or one hundred percent of its free reserves and securities premium accountwhichever is more.
Your company has not accepted any deposits from public as envisaged under Sections 73to 76 of Companies Act 2013 read with Companies (acceptance of Deposit)Rules 2014 and noamount remain unpaid or unclaimed as at the end of the period under review.
Related Party Transactions
A detailed report on contracts and arrangements made during the year 2014-15 beingarm's length transactions have been reported and annexed hereto in Form AOC 2.
Conservation of Energy technology absorption foreign exchange earnings and outgo
Information relating to conservation of energy technology absorption foreign exchangeearnings and outgo are given in Annexure forming part of this report.
Corporate Social Responsibility:
Board of Directors the Management and all of the employees subscribe to the philosophyof compassionate care. We believe and act on an ethos of generosity and compassioncharacterized by a willingness to build a society that works for everyone. This is thecornerstone of our CSR policy.
The CSR activities were overseen by a committee of Directors comprising of Mr. BharatJ. Dattani Mr. S.N. Rajan and Mr. G Krishna Kumar on a regular basis.
During the year Company has spent Rs.21.02 Lacs towards CSR expenditures. The areas inwhich amounts spent are palliative care infrastructure development for charitablesocieties financial assistance to the needy in the society contribution to the dialysiscentre and other public health sector for treatment. A report on the Corporate SocialResponsibility activities is annexed to this report.
The Board is comprised of Non-Executive Chairman Managing Director (Executive) fourNon-Executive Promoter Directors and four Non-executive Independent Directors. Detailedcomposition of the Board and its subcommittees are enumerated in the Corporate GovernanceReport forming part of this Annual Report. In accordance with the Companies Act 2013 Mr.Dhiren S. Shah (DIN 01149436) and Mr.Hardhik B Patel (DIN 00590663) retire by rotationand being eligible offer themselves for reappointment. Mr.Samir K.Shah (DIN 01714717)Mr.S.N.Rajan (DIN 00105864) and Mr. Patrick M Davenport (DIN 00962475) were appointed asIndependent Directors as per provisions of Companies Act 2013 though they were alreadyIndependent Directors under listing agreement. In order to comply with the provisions ofthe Companies Act 2013 your company also appointed Mrs. R.Chitra (DIN 01560585) as anIndependent Director to comply with the condition of having a Woman Director. YourDirectors recommend the appointment of these four Independent Directors for a period ofFive years years from the date of appointment.
During the year 2014-15 four Meetings of the Board of Directors were held. Pursuant tothe provisions of Companies Act 2013 and Clause 49 of the Listing Agreement the Board ofDirectors has carried out an annual performance evaluation of its own Subcommittees ofBoard and individual directors based on the criteria laid down in the NominationRemuneration and Evaluation Policy of the Company.
As per the provisions of Section 2 (51) and Section 203 of the Companies Act 2013Company has named Mr.G.Krishna Kumar (Managing Director) Mr.N.N. Parameswaran (ChiefFinance Officer & Company Secretary) as the Key Managerial Personnel (KMP) of theCompany.
M/S Mohan & Mohan Associates. Chartered Accountants Thiruvananthapuram StatutoryAuditors of the Company will retire at the forthcoming Annual General Meeting and areeligible for reappointment. In accordance with the Companies Act 2013. it is proposed tore-appoint them as Statutory Auditors for the financial year 2015-16 from the conclusionof this Annual General Meeting till the conclusion of the next Annual General Meetingsubject to the approval of shareholders. M/S Mohan & Mohan Associates have givennecessary Certificate as per Section 141 of the Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014.
Secretarial Audit Report as per Section 201 of Companies Act 2013 is placed as annexureto this report.
Management Reply to the observations of the Secretarial Auditor in their report.
1. Even though there was one day delay in transferring the dividend amount to the BankAccount the dividend was paid to the shareholders in time.
2. Advertisement in the newspaper about the book- closure was an inadvertent omissionand company has taken note of this.
3. Non-filing of Form 5 INV is an inadvertent omission and steps are taken to file theForm.
4. The Board of Directors in its meeting held on 28/10/2013 noted the expiry of theterm of Managing Director. As it would take some more time to finalise the terms andconditions of appointment of Managing Director he was requested to continue his office.Subsequently the terms and conditions of the appointment of Managing Director werefinalized and the Board Meeting held on 26thMay 2014 appointed him as the ManagingDirector of the Company with retrospective effect.
Cost Audit Compliance
M/s. Ajith Sivadas & Co Cost Accountants was appointed as Cost Auditors for theyear 2014-15 and a resolution for ratification of the appointment and remuneration payableis included in the Notice of Annual General Meeting.
Information Pursuant to Rule 5 of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
In terms of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the company has no employee drawing salary exceeding Rs. 60.00 lacsper annum or Rs. 5.00 lakhs per month during the year under review.
Company is not paying any commission to the Directors. Vigil Mechanism / Whistle BlowerPolicy
The company has established vigil mechanism and adopted whistle blower policy whichprotects persons who uses the mechanism from victimization. The Policy is posted in thewebsite of the company.
Risk Management Policy:
The Company has set up a robust risk management framework to identify monitor andminimize risk and also to identify business opportunities. The Audit Committee aIsofunctions as the Risk Management Committee.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Re-dressal) Act 2013 Company has not received any complaint under the SexualHarassment of Women at work place (Prevention and RedressaI) Act 2013.
Status of Employees Stock Option Scheme (ESOS) :
Employees Stock Option Scheme (ESOS) was approved by the members in the last AnnualGeneral Meeting held on 12-08-2014. No options have been granted or vested during the year2014-15.
Change in the Nature of Business if any
There was no change in the nature of business of the Company during the Financial Year2014-15.
Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe financial statements relate and the date of the report.
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year to which this financial statements relateand the date of report.
Significant or Material Orders passed by Regulators / Courts/Tribunals
During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.
Subsidiaries Joint Ventures and Associate Companies
The Company do not have any Subsidiaries Joint Ventures and Associate Companies
Internal Financial Controls
The Company has established adequate internal control system which is commensurate withits nature and volume of operations.
Extract of Annual Return
The Extract of Annual Return in Form No.MGT-9 as per Section 134 (3) (a) of theCompanies Act 2013 is annexed hereto and forms part of this report.
Your Directors acknowledge with gratitude the co-operation and assistance given by M/s.Rubpro Sdn. Bhd. Malaysia Kerala State Industrial Development Corporation Ltd M/s.Integrated Enterprises India Ltd Banks and other agencies of the Central and Stategovernment.
Your Directors also wish to place on record the sincere appreciation of servicesrendered by the employees at all the levels towards your company's success during the yearunder review and shareholders for their active support and co-operation.
Bharat J. Patel
ANNEXURE TO THE DIRECTORS' REPORT
A. CONSERVATION OF ENERGY
a) The Company continues its efforts to improve methods for energy conservation andutilization by-
Waste heat recovery is deployed extensively at various points so as to conserveenergy.
Rainwater harvesting system has been extended to godown and utilities area andthe company has close to 1.5 lakhs sq/ft of catchment area for rain water.
Installation of energy efficient tube lights and LED lamps at factory area.
b) Additional investment and proposal if any : Nil
c) Impact of the measures (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of product ion
There has been an overall reduction in the consumption of power and fuel due to theimplementation of the above initiatives. The waste heat recovery has reduced the usage offuel and in turn power also. Rain water harvesting has helped the company not to drawwater from underground sources during the monsoon season thus helping to preserve thewater table to that extent. In addition to the reduction of water drawn from the groundwater sources the harvesting also has helped to improve the quality of water in thepremises since the company recharges the aquifers in and around the factory by directing aportion of the harvested water back to these aquifers.
B. TECHNOLOGY ABSORPTION
FORM-B (SEE RULE 2)
Form of Disclosure of Particulars with respect to Technology Absorption
Research and Development:
Technology-Absorption Adaptation & Innovation:
C) FOREIGN EXCHANGE EARNINGS & OUTGO
(Rs. in lacs)
Form for disclosure of particular of contracts / arrangements entered into by theCompany with the related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto
1. Details of Contracts or arrangement or transactions not at arm's length basis
2. Details of material contracts or arrangements or transactions at arm's length basis
Annual Report on Corporate Social Responsibility activities:
For and on behalf of Board of Directors
Bharat .J. Patel
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2015
[Pursuant to Section 204 (1) of the Companies Act 201 3 and Rule No. 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014]
Rubfila International Limited
New Industrial Development area Menonpara Road
Kanjikode Palakkad Kerala -678621
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Rubfila InternationalLimited [CIN: L25199KL1993PLC007018] (hereinafter called the Company). Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts / statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31.03.2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance- mechanism in place to the extent in the manner and subject to thereporting made hereinafter.
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31.03.2015 according tothe provisions of:
(i) The Companies Act 2013 and the Companies Act 1956 (to the extent applicable) (theAct) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 19 56 (SCRA) and the Rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) The Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992:
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with clients;
(d) The Securities and Exchange Board of India (Depositories and Participants)Regulations 1996.
(vi) As informed to us the following other laws are specifically applicable to theCompany:
1. The Factories Act 1948;
2. The Air (Prevention and Control of Pollution) Act 1981;
3. The Environment (Protection) Act 1986;
4. The Employees' Provident Funds and Miscellaneous Provisions Act 1952;
5. The Employees' State Insurance Act 1948;
6. Equal Remuneration Act 1976;
7. The Payment of Bonus Act 1965;
8. The Industrial Employment (Standing Orders) Act 1946;
9. The Minimum Wages Act 1948;
10. The Payment of Wages Act 1936;
11. The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
We have also examined compliance with the applicable clauses of the Listing Agreemententered into by the Company with Bombay Stock Exchange Limited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
1. There was a delay of one day in transferring the dividend declared by the Company tothe separate bank account under Section 123 of the Companies Act 2013 in the AnnualGeneral Meeting held on 12th August 2014. The amount remained unpaid / unclaimed wastransferred to the unpaid / unclaimed dividend account as per Section 205 of theCompanies Act 1956 before the completion of the period of thirty days;
2. The Company has closed its Share Transfer Books and the Register of Members from05th August 2014 to 12th August 2014 for which no newspaper advertisement was made as perRule 10 of Companies (Management and Administration) Rules 2014;
3. The Company has not filed Form 5 INV for intimation of the outstanding amounts ofunclaimed or unpaid dividend as on the date of AGM held on 12th August 2014 as per Rule 3of the Investor Education and Protection Fund (Uploading of information regarding unpaidand unclaimed amounts lying with companies) Rules 2012;
4. The term of Managing Director was expired on 31st October 2013. The appointment ofManaging Director from 1st November 2013 to 31st October 2016 was however made in theBoard meeting held on 26th May 2014;
We further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
All decisions of the Board were unanimous and the same were captured and recorded aspart of the minutes.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period there were no instances of:
(i) Public/Right/Preferential issue of shares/debentures/ sweat equity etc.
(ii) Redemption / buy-back of securities.
(iii) Major decisions taken by the members in pursuance to Section 180 of the CompaniesAct 2013.
(iv) Merger/amalgamation/reconstruction etc.
(v) Foreign technical collaborations.
This Report is to be read with our letter of even date which is annexed as 'Annexure A'and forms an integral part of this Report.
For SVJS & Associates
CS. Vincent P.D.
CP No: 7940
Rubfila International Limited
New Industrial Development areaMenonpara Road
Kanjikode Palakkad Kerala-678621
Our Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of the Secretarial records is the responsibility of the management ofthe Company. Our responsibility as Secretarial Auditors is to express an opinion on theserecords based on our audit.
2. During the audit we have followed the practices and process as were appropriate toobtain reasonable assurance about the correctness of the contents of the Secretarialrecords. We believe that the process and practices we followed provide a reasonable basisfor our report.
3. The correctness and appropriateness of financial records and Books of Accounts ofthe Company have not been verified.
4. Wherever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards etc. is the responsibility of management. Our examination waslimited to the verification of the procedures and compliances on test basis
6. While forming an opinion on compliance and issuing the Secretarial Audit Report wehave also taken into consideration the compliance related actions taken by the Companyafter 31 st March 2015 but before issue of the Report.
7. Wherever there was scope for multiple interpretations we have considered actionscarried out by the Company based on independent legal / professional opinion as being incompliance with law since the financial year ended 31st March 2015 was the first fullfinancial year in which the Companies Act 2013 has become operational.
For SVJS & Associates
CS. Vincent P.D.
CP No: 7940