DIRECTORS' REPORT
To the members of Rubfila International Limited
It is our pleasure to present the 33rd Annual Report and the audited Annual Accounts
for the year ended 31st March 2026. The consolidated performance of the company and its
subsidiary has been referred to wherever required.
Financial Results
The Summarized standalone and consolidated results of your company and its subsidiary
are given in the table below: -
|
Rs. in Lakhs |
|
Financial Year ended |
Particulars |
Standalone |
Consolidated |
|
31.03.2026 |
31.03.2025 |
31.03.2026 |
31.03.2025 |
Revenue from Operations |
51,171.86 |
46,840.78 |
60,249.96 |
55041.28 |
Other Income |
679.07 |
482.58 |
790.44 |
613.12 |
Total Income |
51,850.93 |
47,323.36 |
61,040.40 |
55,654.40 |
Operating Expenditure |
47,398.17 |
43,081.62 |
56,206.32 |
50,569.02 |
Operating Profit Before Depreciation, Interest and Tax |
4452.76 |
4,241.74 |
4,834.08 |
5,085.38 |
Finance Cost |
3.45 |
0.72 |
15.25 |
12.33 |
Depreciation and Amortization Expenses |
896.30 |
895.03 |
1105.71 |
1,096.57 |
Profit Before Exceptional Items |
3553.01 |
3,345.99 |
3,713.12 |
3,976.48 |
Exceptional Items |
- |
- |
- |
- |
Profit Before Tax |
3553.01 |
3,345.99 |
3,713.12 |
3,976.48 |
Tax Expenses |
|
|
|
|
a) Current Tax |
849.91 |
757.13 |
927.43 |
920.03 |
b) Deferred Tax |
72.97 |
124.34 |
124.50 |
112.60 |
Profit after Tax |
2630.13 |
2,464.52 |
2,661.19 |
2,943.85 |
Other Comprehensive Income |
86.46 |
49.64 |
69.71 |
46.60 |
Total Comprehensive Income |
2716.59 |
2,514.16 |
2,730.90 |
2,990.45 |
Basic EPS |
5.01 |
4.63 |
5.03 |
5.51 |
Diluted EPS |
5.01 |
4.63 |
5.03 |
5.51 |
Performance Review:
The world is entering a period of profound and far-reaching change. The forces shaping
businesses and economies today extend well beyond traditional industry boundaries, as
technology, global markets and changing societal priorities continue to converge. Supply
chains are evolving in response to new economic realities and the changing tariff regimes
and regional trade realignments, influenced international trade flows and business
sentiment across industries.
Geopolitical developments across various regions continued to impact commodity markets,
freight availability and logistics costs. Businesses across the globe remained focused on
strengthening supply chain resilience, diversifying sourcing strategies and improving
operational efficiencies to mitigate the impact of external uncertainties.
Against this backdrop, the Indian economy demonstrated resilience and continued to
remain one of the fastest growing major economies in the world. Strong domestic
consumption, sustained public capital expenditure, healthy financial sector performance
and continued policy support contributed to maintaining economic momentum despite external
headwinds. The Government's continued emphasis on infrastructure development,
manufacturing, exports, digitalization and ease of doing business is expected to further
strengthen India's long-term growth prospects.
India also continued to actively pursue bilateral and multilateral trade agreements
aimed at enhancing market access and strengthening its position in global supply chains.
While international trade negotiations and tariff-related developments continue to evolve,
the long-term outlook for Indian manufacturing remains encouraging.
The natural rubber industry witnessed continued volatility during the year. Supply
constraints in several producing countries arising from adverse weather conditions,
climate-related disruptions and structural issues in plantation sectors contributed to
fluctuations in natural rubber prices. At the domestic level, natural rubber availability
remained below the growing consumption requirements of the country, resulting in
relatively firm raw material prices. Regulatory measures relating to imports also
influenced domestic market dynamics.
The Indian rubber industry continued to face challenges arising from volatile raw
material prices, increasing production costs, global competition and changing trade
patterns. At the same time, the industry is increasingly focusing on sustainability,
productivity enhancement and technological improvements to remain competitive in the
global marketplace.
Raw material prices, particularly those of natural latex, continued to remain volatile
during the year owing to domestic supply-demand imbalances, international commodity
movements, climatic conditions and other global economic factors. The Company continued to
closely monitor procurement strategies and optimize operational efficiencies to minimize
the impact of such fluctuations.
International freight and logistics costs remained elevated during certain periods of
the year due to continuing geopolitical developments, disruptions in shipping routes,
fluctuations in fuel prices and container availability These factors had an impact on
export competitiveness and operating margins across export-oriented industries.
Despite these challenging market conditions, your Company delivered a commendable
operational performance during the year.
The Company achieved Revenue from Operations of Rs.51,171.86 lakhs during FY 2025-26 as
against Rs.46,840.78 lakhs in the previous year, registering a healthy growth of
approximately 9.24%. Profit After Tax stood at Rs.2,630.13 lakhs, compared to Rs.2,464.52
lakhs in the previous year, reflecting an increase of about 6.72% despite continued cost
pressures and market uncertainties.
Domestic sales during the year amounted to Rs.38,281.04 lakhs, while export sales
reached Rs.12,890.82 lakhs. Domestic sales registered a growth of about 6%, whereas
exports recorded an impressive growth of about 22% over the previous year, demonstrating
the Company's strong customer relationships and growing acceptance in international
markets.
The domestic market continued to witness relatively subdued demand from certain textile
segments. Nevertheless, your Company maintained its market leadership through consistent
product quality, customer-centric approach and efficient supply chain management.
On the export front, the Company continued to strengthen its presence across key
international markets. Business from Brazil, Morocco and Bangladesh remained encouraging
during the year. The Company also expanded its customer base by adding new customers in
markets such as Hungary and Indonesia, thereby further diversifying its export portfolio.
Future Prospects
The global textile and apparel industry is expected to gradually recover as
inflationary pressures moderate, consumer demand improves and global inventory levels
normalise. However, the pace of recovery is likely to vary across regions depending upon
economic conditions, trade policies and geopolitical developments.
The long-term fundamentals of the Indian textile sector remain positive, supported by
favourable demographics, expanding domestic consumption, Government initiatives promoting
manufacturing and exports, and increasing investments across the textile value chain.
Continued emphasis on sustainability, innovation, product development and technological
adoption is expected to enhance the competitiveness of Indian manufacturers in global
markets.
The fortunes of the Latex Rubber Thread industry remain closely linked to the growth of
the textile and apparel sector. As demand from domestic and international garment
manufacturers improves, the rubber thread industry is expected to benefit from higher
consumption levels.
Your Company remains committed to strengthening its leadership position through
continuous improvement in product quality, operational excellence, customer satisfaction,
cost optimisation and market diversification. The Company will continue to focus on
expanding its presence in existing and new international markets while further
consolidating its position in the domestic market.
The Company will also continue to invest in process improvements, sustainability
initiatives, energy efficiency, technological upgradation and responsible manufacturing
practices to enhance long-term competitiveness and create sustainable value for all
stakeholders.
Premier Tissues India Ltd:
The Indian tissue paper industry continues to present significant long-term growth
opportunities, supported by increasing awareness of hygiene and sanitation, rising
urbanization, changing consumer lifestyles, growth of organized retail, expansion of the
hospitality and healthcare sectors, and increasing penetration of modern trade and
e-commerce channels. Although per capita tissue paper consumption in India remains among
the lowest globally, it continues to show a gradual upward trend, indicating substantial
headroom for future growth. During the year under review Premier could post a turnover of
Rs.9462.56 Lacs and a net profit of Rs. 31.30 lacs.
Despite the favourable growth prospects, the industry continues to face several
structural challenges. The presence of a large number of unorganised manufacturers has
intensified competition, with practices such as misleading product declarations, quality
inconsistencies and tax non-compliance creating an uneven competitive environment for
organised players. In addition, organised brands continue to face challenges from
look-alike and imitation products that attempt to replicate established brand identities,
thereby affecting brand equity and consumer confidence.
Premier continues to address these challenges by focusing on product quality, brand
building, customer satisfaction and operational efficiencies. The Company's
well-established 'Premier' brand enjoys strong recognition in the tissue paper market and
continues to be one of the leading organised brands in the industry. Continuous emphasis
on quality assurance, product innovation, responsible manufacturing practices and
strengthening of distribution channels is expected to further enhance the Company's market
position.
Future Prospects
The long-term outlook for the Indian tissue paper industry remains encouraging,
supported by increasing awareness of hygiene and wellness, rising disposable incomes,
urbanisation, growth of the hospitality and healthcare sectors, expansion of organised
retail and increasing consumer preference for convenience-oriented products. Although
India's per capita tissue paper consumption continues to remain significantly lower than
the global average, this presents substantial opportunities for sustained long-term
growth.
The industry is also witnessing a gradual shift towards environmentally responsible
products and sustainable manufacturing practices. Growing consumer awareness, evolving
regulatory expectations and increasing preference for recyclable and responsibly sourced
products are encouraging manufacturers to adopt resource-efficient technologies, optimise
energy consumption and strengthen their environmental stewardship. Premier remains
committed to aligning its operations with these evolving market expectations.
Digital commerce continues to reshape consumer purchasing behaviour. Besides the
continued growth of conventional e-commerce, the rapid expansion of quick-commerce
platforms has opened new avenues for product accessibility and consumer engagement.
Premier has been steadily strengthening its presence across these channels and expects
digital sales to become an increasingly important contributor to its business in the
coming years.
The tissue paper industry continues to operate in a highly competitive environment,
particularly due to the large presence of unorganised manufacturers. Organised players are
required to continuously differentiate themselves through consistent product quality,
strong brand positioning, reliable distribution networks and customer confidence.
Premier's well-established brand, extensive market presence and continued focus on quality
and innovation provide a strong foundation to compete effectively in this dynamic
marketplace.
The Company is also actively pursuing opportunities in international markets to
diversify its revenue streams and enhance its global footprint. Growing acceptance of the
Company's products in overseas markets is expected to support the expansion of its export
business over the medium term.
To support future growth, Premier is augmenting its manufacturing capabilities through
the establishment of additional production facilities. The proposed expansion is expected
to enhance production capacity, improve operational efficiencies, strengthen supply
capabilities and enable the Company to cater to the anticipated increase in domestic and
international demand.
With a recognised brand, expanding distribution network, ongoing capacity enhancement,
commitment to sustainability and continued emphasis on operational excellence, Premier
Tissues India Limited is well positioned to capitalise on the significant growth
opportunities in the Indian tissue paper industry. The management remains confident of
creating sustainable long-term value for all stakeholders while maintaining its focus on
responsible and profitable growth.
Consolidated Figures:
The consolidated revenue from operations of Rubfila and Premier Tissues for the year
2024-25 was Rs.60249.96 lakhs with the profit before tax (PBT) at Rs.3,713.12 lakhs. The
consolidated profits after tax (PAT) during the year was Rs.2661.19 lakhs compared to
Rs.2,943.85 lakhs in the past year.
The financial statements of the company have been prepared in accordance with Ind AS,
as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with
Section 133 of the Act.
Dividend
Your Directors have recommended a dividend of 40% ( Rs.2 per share of face value
Rs.5/-) for the year subject to the approval of shareholders at the ensuing Annual General
Meeting. This will result in a total payout of Rs.1,085.35 lakhs for the year.
Pursuant to the provisions of Section 124(5) of the Act, the dividend which remained
unclaimed/unpaid for a pe-riod of seven years from the date of transfer to unpaid dividend
account is required to be transferred to the Investor Education and Protection Fund (IEPF)
established by the Central Government.
Your company has uploaded the details of unclaimed/ unpaid dividend for the financial
year 2012-13 onwards at its website, www.rubfila.com and at the website of the Ministry of
Corporate Affairs, www.iepfgov.in and the same gets revised/updated from time to time
pursuant to the provisions of IEPF (Uploading of Information Regarding Unpaid and
Unclaimed Amount Lying with Companies) Rules, 2012.
Further, the unpaid dividend amount pertaining to the financial year 2018-19 will be
transferred to IEPF during the Financial Year 2026-27.
As on March 31, 2026, the unclaimed amounts with respect to the dividend are as under:
Particulars Unclaimed Amount (in lakhs)
Date of transfer to the Investor Education and Protection Fund (IEPF)
Particulars |
Unclaimed Amount (in lakhs) |
Date of transfer to the Investor Education and Protection Fund (IEPF) |
Dividend FY 2018-19 |
27.20 |
20.10.2026 |
Dividend FY 2019-20 |
34.29 |
16.10.2027 |
Dividend FY 2020-21 |
15.34 |
23-08-2028 |
Dividend FY 2021-22 |
16.49 |
30-10-2029 |
Dividend FY 2022-23 |
10.73 |
27-10-2030 |
Dividend FY 2023-24 |
16.81 |
22-10-2031 |
Dividend FY 2024-25 |
26.01 |
23-10-2032 |
Transfer of Equity Shares
Pursuant to the provisions of Section 124(6) of the Act and the Investor Education and
Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
notified by the Ministry of Corporate Affairs on September 7, 2016 and subsequently
amended vide notification dated February 28, 2017, all the equity shares of the company in
respect of which dividend amounts have not been paid or claimed by the shareholders for
seven consecutive years or more are required to be transferred to demat account of IEPF
Authority. Upon transfer of such shares, all benefits (like dividend, bonus, split,
consolidation etc.), if any, accruing on such shares shall also be credited to the Account
of IEPF and the voting rights on such shares shall remain frozen till the rightful owner
claims the shares. Shares which are transferred to the demat account of IEPF Authority can
be claimed back by the shareholder by following the procedure prescribed under the
aforesaid rules.
Your company has sent individual notice to all the members who have not been paid or
who have not claimed dividend for seven consecutive years and has also published the
notice in the leading English and Malayalam newspapers.
The details of the nodal officer appointed by the company under the provisions of IEPF
are disseminated in the website of the company viz., www.rubfila.com.
Capital Expenditure
As on 31st March 2026, the gross fixed assets of the company stand at Rs.24338.59 lakhs
and net fixed assets at Rs.14147.18 lakhs. Capital additions, including capital work in
progress, during the year amounted to Rs.1451.92 lakhs, which include addition to Building
Rs.108.70 lakhs, Plant & Machinery and other assets amounting to Rs. 1217.29 lakhs and
Capital Work in Progress.
Directors' Responsibility Statement The Directors report that
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies 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 the period ended 31st March 2026.
iii. The Directors have taken proper and sufficient care 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.
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 the
company and that such internal financial controls are adequate and are operating
effectively.
vi. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Listing on Stock Exchanges
Your company's shares are currently listed on the BSE Ltd and NSE Ltd. While the shares
were listed at BSE since 1994, the listing at NSE happened on 8th August 2024. The company
has paid Listing Fee for the year 2026-27.
Declaration of Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. S. H.
Merchant (DIN 00075865), Mr. D. G. Rajan (DIN 00303060) and Ms. Aiswarya Singhvi (DIN
10241207) have submitted a declaration that each of them meets the criteria of
independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). There has been no change in the circumstances affecting their status
as an Independent Director during the year.
A note on the familiarizing programme adopted by the company for the orientation and
training of the Directors and the Board evaluation process undertaken in compliance with
the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms
part of this Report.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and that they hold the highest
standards of integrity.
Further, the Independent Directors of the company met once during the year on
30-03-2026 to review the performance of the Non-executive directors, Chairman of the
company and performance of the Board as a whole.
Particulars of Loans, guarantees or investments
Pursuant to Section 186 of the Companies Act, 2013 your company has not directly or
indirectly -
a) given any loan to any person or other body corporate other than usual advances
envisaged in a contract of supply of materials if any,
b) given any guarantee or provide security in connection with a loan to any other body
corporate or person and
c) acquired by way of subscription purchase or otherwise, the securities of any other
body corporate exceeding sixty percent, of its paid-up share capital, free reserve and
securities premium account or one hundred percent of its free reserves and securities
premium account whichever is more.
The Company's investment in its subsidiary (net of provisions) stood at Rs. 3200.14
lakhs as on March 31, 2026. The details of investments, loans or guarantees covered under
the provisions of Section 186 of the Companies Act, 2013 are given in the Note to the
Financial Statements.
Deposits
Your company has not accepted any deposits from public as envisaged under Sections 73
to 76 of Companies Act, 2013 read with Companies (acceptance of Deposit) Rules, 2014 and
no amount remain unpaid or unclaimed as at the end of the period under review.
Conservation of Energy, technology absorption, foreign exchange earnings and outgo
Information relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under the Act, are given in An- nexure
forming part of this report.
Related Party Transactions
All contracts/ arrangements/transaction entered by the company during the financial
year were in compliance with the applicable provisions of the Companies Act, 2013 and
Rules made thereunder and according to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All transactions entered into with the Related Parties
during the financial year under the review were on an arm's length basis and were in the
ordinary course of business.
Other than the above, there are no materially significant Related Party transactions
made by the company with its Promoters, Directors, Management or their relatives that
could have had a potential conflict with the interests of the company at large.
All Related Party Transactions were placed before the Audit Committee and also before
the Board for their approval. The transactions entered into pursuant to the approval so
granted were reviewed and statements giving details of all related party transactions were
placed before the Audit Committee and the Board of Directors for their approval on a
quarterly basis.
The company had framed a policy on materiality of related party transactions and on
dealing with related party transactions. The policy as approved by the Board is uploaded
on the company's website: https://rubfila.com/
investor-docs/CSR-POLICIES/2PolicyonRelatedParty-
Transactions.pdf The Form AOC-2 containing the particulars of contracts or arrangements
with related parties made during the period under review is annexed herewith as
"Annexure D"
The Members may refer to Note to the Standalone Financial Statements which sets out the
related party disclosures as per the Accounting Standards.
Corporate Social Responsibility:
In terms of the provisions of Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of Directors of your company has
constituted a CSR Committee and framed a policy which details the areas that can be
supported under the CSR Policy A few areas of focus for providing CSR support have been
identified such as healthcare, education, rural development, sustainable livelihood,
social empowerment & welfare, Arts and Culture etc. The policy also includes providing
support to the highly needy individual beneficiaries who are in real distress for
healthcare, education, housing etc, but this is done with utmost care after ample due
diligence.
We consider Corporate Social Responsibility (CSR) as both a duty as well as an
opportunity to make a positive impact on the community in which we operate. During the
year, company carried out several initiatives under the CSR program. The project
"Super 100" aimed at providing exposure and educational opportunities to 100
selected tribal girls from Attappadi Block in Palakkad District was a well acclaimed one
in terms of its impact. Company continue to identify projects like women empowerment by
choosing women who were not able to make both ends meet and was striving for survival by
supporting them with resources to find a livelihood on a long-term basis. A report on CSR
activities is attached as Annexure C forming part of this report. CSR policy of the
company is available on the website www.rubfila.com.
During the year 2025- 26 CSR activities were overseen by a committee of Directors
comprising of Mr. Bharat J. Dattani (DIN 00608198), Mr. G Krishna Kumar (DIN 01450683) and
Mr. S.H.Merchant (DIN 00075865) on a regular basis. Mr.Bharat J Dattani resigned from the
board effective from 16-07-2026 and the Board at its meeting held on 11-08-2026 co-opted
Mr.Hardik B Patel to the CSR Committee.
During the year under review, the company spent Rs.62.38 lakhs towards various CSR
projects.
A report on the Corporate Social Responsibility activities is annexed to this report.
Directors and Key Managerial Personnel Composition of the Board
As on 31st March, 2026, the Board of Directors of the Company comprises of 6 directors.
Your Board comprises Mr. Hardik B Patel (DIN 00590663) as Chairman, Mr. G. Krishna Kumar,
(DIN 01450683) as Managing Director (Executive), Mr. Bharat J. Dattani (DIN 00608198) as
non-executive, Non-independent Director and three Non-executive Independent Directors
namely Mr. D. G. Rajan (DIN 00303060), Mr. S. H. Merchant (DIN 00075865) and Ms. Aiswarya
Singhvi (DIN10241207). The details of composition of the mandatory Board committees namely
Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders
Relationship Committee, number of meetings held during the year under review and other
related details are set out in the Corporate Governance Report which forms a part of this
Report. Mr.Bharat J Dattani resigned from the board effective from 16-07-2026.
In accordance with the Companies Act, 2013, Mr. Hardik B Patel (DIN 00590663) retire by
rotation and being eligible offer himself for re-appointment in the ensuing Annual General
Meeting.
Mr. G. Krishna Kumar was re-appointed as the Managing Director for a period of 3 years
from 1st November, 2023 to 31st October, 2026.
During the reporting period your Board met four times. The details of the meeting and
attendance of directors are provided in the Corporate Governance Report annexed herewith.
There were no instances in which the Board had not accepted any recommendation of the
Audit Committee.
Necessary information pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, in respect of directors to be appointed and re-appointed
at the ensuing Annual General Meeting are given in the Annexure to the Notice convening
the Annual General Meeting scheduled to be held on 29-09-2026.
None of the Directors of your company are disqualified for being appointed as
directors, as specified in Section 164(2) and Rule 14(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.
The Directors have also confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
without any external influence.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are the persons of high integrity and repute. They fulfill the
conditions specified in the Act and the Rules made thereunder and are independent of the
Management.
Mr. G. Krishna Kumar, (DIN 01450683) Managing Director (Executive) and Mr. N N
Parameswaran, Company Secretary and the Chief Financial Officer are the KMPs of the
Company.
Performance Evaluation
The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 stipulates the performance
evaluation of the directors including Chairman, the Board and its committees. The company
has devised a policy for performance evaluation of the Board, committees and other
individual directors (including Independent Directors) which includes criteria for
performance evaluation of the Non-executive Directors and Executive Directors. The
evaluation process inter alia considers attendance of Directors at Board and committee
meetings, acquaintance with business, communicating inter se board members, effective
participation, domain knowledge, compliance with code of conduct, vision and strategy,
benchmarks established by global peers, etc, which is in compliance with applicable laws,
regulations and guidelines.
Annual performance evaluation was carried out for the Board, Board Committees and
Individual Directors and Chairman. The Chairman of the respective Board Committees shared
the report on evaluation with the respective Committee members. The performance of each
committee was evaluated by the Board, based on report on evaluation received from
respective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by the
Chairman of the Board.
Policy on Nomination and Remuneration and Performance evaluation of Directors, KMP and
Senior Management Personnel:
Policy in accordance with the provisions of Section 178 of Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and
Remuneration Committee of the company oversees the implementation of the Nomination and
Remuneration Policy.
This Policy prescribes for the criteria for determining the qualifications, positive
attributes, independence of a Director and the policy on remuneration of Directors, Key
Managerial Personnel, senior management employees including functional heads and other
employees. The Nomination and Remuneration Policy of the company is available on the
website of the company in the following weblink: https://rubfila.com/images/
Nomination__Remuneration_Policy.pdf
The salient features of the Nomination and Remuneration policy are as follows:
a. The policy has been framed in accordance with the relevant provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
b. The policy spells out the criteria for determining qualifications, positive
attributes, and independence of a Director and the remuneration of Directors, Key
Managerial Personnel and Senior Management including functional heads.
c. The Committee has the discretion to decide whether qualification, expertise and
experience possessed by a person are sufficient/ satisfactory for the concerned position.
d. No Independent Director shall hold office for more than two consecutive terms of
maximum 5 years each. In the event the same person is to be appointed as an Independent
Director after two consecutive terms of five years, a cooling period of 3 years is
required to be fulfilled.
e. The Director, KMP and Senior Management shall retire as per the applicable
provisions of the Companies Act, 2013 and the prevailing policy of the company. The Board
will have the discretion to retain the Director, KMP, Senior Management in the same
position/ remuneration or otherwise even after attaining the retirement age, for the
benefit of the company.
f The remuneration/ commission shall be in accordance with the statutory provisions of
the Companies Act, 2013 and the rules made thereunder for the time being in force.
g. Deviations on elements of this policy in extraordinary circumstances, when deemed
necessary in the interests of the company, will be made if there are specific reasons to
do so in an individual case.
h. In case of any amendment(s), clarification(s), circular(s) etc. issued by the
relevant authorities, not being consistent with the provisions laid down under this
Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the
provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy
accordingly.
Auditors
Statutory Auditors
Shareholders in their meeting held on 27-09-2022 appointed M/s. Mohan & Mohan
Associates, Chartered Accountants, Thiruvananthapuram having Firm Registration No. 02092 S
as the Statutory Auditors of the Company for a term of five years to hold office from the
conclusion of the Twenty Nineth Annual General Meeting ('AGM') of the Company until the
conclusion of the Thirty Fourth AGM to be held in the year 2027.
During the year under review, there were no instances of fraud reported by the
Statutory Auditors under Section 143(12) of the Companies Act, 2013, other than those
which are reportable to the Central Government.
The Statutory Auditors of the Company have expressed a qualified opinion on the
Financial Statements of the Company as on 31st March, 2026 and the details of which are as
follows:
Details of Audit Qualification :
The Company has recognized a provision for contingencies of Rs.1349 Lacs as at 31st
March, 2026 accumulated over 11 years with a current year charge of Rs.120 Lacs and no
reversal, utilization or reclassification in any year despite specific audit inquiries,
the company has not identified any present obligation, past event, or counter party
underlying this provision. The management's response and the notes to the financial
statements describe only generalized uncertainties in the legal and regulatory
environment, and the Director's Report characterizes the balance as being towards unknown
liabilities.
This provision doesnot comply with Ind AS 37 as there are no present obligation arising
from a past event has been established, the amount is not a best estimate of any
identifiable outflow, but a number calibrated to the size of the company. The notes fail
to disclose the nature of the obligation, expected timing of outflows, or basis of
estimation.
Consequently, profit before tax for the year ended 31st March, 2026 would have been
higher by 120 lacs had the current year charge not been recognized. Further, the
appropriateness of the accumulated provision balance of Rs.1349 Lacs could not be
established based on the explanations and information made available to us.
Explanation by the Board on Qualification made by the Statutory Auditors:
Pursuant to Section 134(3)(f) of the Companies Act, 2013, the Board provides the
following explanation/com- ments in respect of the qualification contained in the
Independent Auditors' Report on the Standalone Financial Statements of the Company for the
financial year ended 31st March, 2026.
The Statutory Auditors have expressed a Qualified Opinion in respect of the provision
for contingencies amounting to Rs.1,349 lakhs as at 31st March, 2026, including a
provision of Rs.120 lakhs made during the financial year under review. The Statutory
Auditors have stated that the basis and appropriateness of the accumulated provision could
not be established based on the explanations and information made available to them and
have also referred to the recognition and measurement requirements of Ind AS 37.
The provision for contingencies has been created by the Company since the financial
year 2014-15 pursuant to the considered decision of the Board, having regard to the
uncertainties perceived by the Board from time to time, particularly in relation to the
legal and regulatory environment in which the Company operates. Initially, the provision
was made at the rate of Rs.15 lakhs per quarter and was subsequently increased to Rs.30
lakhs per quarter. The Company has consistently disclosed the nature and purpose of the
provision in the Notes to the Financial Statements.
The Board, based on the circumstances and information available to it, considers that
the provision represents a prudent measure adopted by the Company having regard to the
nature and size of its business and the uncertainties perceived by the Board. The matter
was considered by the Audit Committee and the Board at their respective meetings held on
26th May, 2026, and, after due consideration, the Board decided to continue the provision.
The Board has taken note of the observations made by the Statutory Auditors and will
continue to review the provision at regular intervals, including its adequacy, basis and
necessity, having regard to the developments and circumstances prevailing from time to
time.
The Statutory Auditors have quantified the impact of the current year's provision of
Rs.120 lakhs, stating that the profit before tax for the year ended 31st March, 2026 would
have been higher by Rs.120 lakhs had such provision not been recognised. The corresponding
impact on the financial results, including profit and earnings per share, has been
appropriately reflected in the Statement on Impact of Audit Qualifications submitted by
the Company to the Stock Exchanges.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 M/s. SVJS &
Associates, Company Secretaries, was appointed to undertake the Secretarial Audit of the
company and its material subsidiary for the year ended March 31, 2026. The Secretarial
Auditors have submitted their report and the Board took note of the same. The Secretarial
Audit Report is annexed herewith.
Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, the company
has submitted the Secretarial Compliance Report from Practicing Company Secretaries on
compliance of all applicable SEBI Regulations and circulars/guidelines issued there under
with the Stock Exchange within the prescribed due date.
Management Comments to the observations of the Secretarial Auditors
Board viewed the above observations by the Secretarial Auditors very seriously and
decided to take necessary steps to ensure that the points referred to in this report are
taken care of in future.
Cost Auditors
M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the
year 2026-27. The remuneration payable for the Financial Year 2026 - 27 will be ratified
in the ensuing Annual General Meeting.
Internal Auditors
The Board has appointed M/s. Pratapkaran Paul & company, Chartered Accountants,
Chennai as the Internal Auditors of the company pursuant to Section 138 of the Companies
Act, 2013 for the year 2025-26
Disclosures:
Particulars of employees:
No employee of the company was in receipt of remuneration exceeding the amount
prescribed under 197 of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The company is not
paying any commission to its Directors. A Statement giving the details required under
Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2026, is
annexed to this report.
Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the company has established a Vigil Mechanism and has adopted a whistle blower policy for
the directors and employees to report genuine concerns about any instance of any
irregularity, unethical practice and/ or misconduct.
The whistle blower policy of the company is available in the following web link:
https://rubfila.com/inves- tor-docs/CSR-POLICIES/VigiLPolicy.pdf
Risk Management Policy:
The company has set up a robust risk management framework to identify, monitor and
minimize risk and also to identify business opportunities. The Audit Committee also
functions as the Risk Management Committee.
The Risk Management policy of the company is available in the following weblink:
https://rubfila.com/in- vestor-docs/CSR-POLICIES/Risk_Management_Poli- cy_1464860004.pdf
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The company has in place an Anti Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment.
The following is the summary of sexual harassment complaints received and disposed off
during the period under review:
No. of complaints at the beginning of the year |
: Nil |
No. of complaints received during the year |
: Nil |
No. of complaints disposed off during the year |
: Nil |
No. of complaints at the end of the year |
: Nil |
Change in the Nature of Business
There was no change in the nature of business of the company during the Financial Year
2025-26.
i) 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.
No material changes and commitments affecting the financial position of the company
occurred between the end of the Financial Year to which this financial statement relate
and the date of report.
Significant or Material Orders passed by Regulators/Courts/Tribunals
There were no significant or material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future during the
year under review.
Subsidiaries, Joint Ventures and Associate Companies
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read
with Rule 8 of Companies (Accounts) Rules, 2014, the company has prepared its Consolidated
Financial Statement including its subsidiary Premier Tissues (India) Limited which is
forming part of the Annual Report.
Further, pursuant to the provisions of Sec 136 of the Act, the standalone financial
statements (including consolidated) of the company, consolidated financial statements
along with relevant documents and separate audited financial statements in respect of
subsidiaries/ associates are available on the website of the company.
A Report on the salient features of the financial statements of Subsidiaries/ Associate
Companies/ Joint Ventures prepared in form AOC-1 is provided as Annexure - A.
There are no companies which have ceased to be its Subsidiaries, joint ventures or
associate companies during the year under review
The Annual Audited Accounts of the Subsidiary company and the related detailed
information will be made available to the Shareholders of the company at the Registered
Office of the company and on the company website www.rubfila.com under the section
Investor Relations.
Internal Financial Controls
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitised and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control self-assessment, continuous monitoring by functional experts
as well as testing of the internal financial control systems by the internal auditors
during the course of their audits. We believe that these systems provide reasonable
assurance that our internal financial controls are designed effectively and are operating
as intended
Annual Return
Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the
Companies Act, 2013, read with Rule 11 and 12 of the Companies (Management and
Administration) Rules, 2014, copy of Annual Return as at March 31, 2026 is posted on the
website of the company in the following web link https://rubfila.com/investorphp
Cost Records
The company has maintained cost records as prescribed by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013, in respect of manufacturing
activities of the company.
Secretarial Standards
The directors state that the applicable Secretarial Standards as prescribed the
Institute of Company Secretaries of India i.e. SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings', respectively have been duly followed by the
company.
Management Discussion Analysis Report
Management Discussion Analysis Report for the year under review as stipulated under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a
separate section forming part of the Annual Report.
Corporate Governance
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The
requisite certificate from the Secretarial Auditors of the company confirming compliance
with the conditions of corporate governance is attached to the report on Corporate
Governance.
Issue of Sweat Equity Shares
The company has not issued Sweat Equity Shares during the year under review and hence
the disclosure as required under Section 54 read with rule 8(13) of Companies (Share
Capital and Debentures) Rules, 2014 is not required to be made.
Equity Shares with Differential Voting Rights
The company has not issued Equity Shares with differential voting rights and hence the
disclosure as required under Section 43 read with rule 4(4) of Companies (Share Capital
and Debentures) Rules, 2014 is not required to be made.
Change in nature of business by the subsidiaries:
There are no significant changes in the nature of business carried on by the
subsidiaries of the company wherein the impact of such changes is 10% or more of the
consolidated turnover or consolidated net worth of Rubfila International Limited.
Details of application made or any proceeding pending under the insolvency and
bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year - Not Applicable
Details of difference amount of the valuation done at the time of one-time settlement
and the valuation done while taking loan from the banks or financial institutions along
with the reasons thereof - Not Applicable
Appreciation and Acknowledgement
The Board of Directors places on record its sincere thanks to the Government of India,
various State Governments and regulatory authorities in India.
Your Directors acknowledge with gratitude the co-operation and assistance given by
Kerala State Industrial Development Corporation Ltd, M/s. Integrated Registry Management
Services Pvt Ltd, and other agencies of the Central and State government and Stock
Exchanges for their wholehearted support.
The Directors record their sincere gratitude to the company's shareholders, esteemed
customers and all other well-wishers for their continued patronage.
Your Directors also wish to place on record the sincere appreciation of services
rendered by the employees at all the levels for the company's success.
|
For and on behalf of Board of Directors |
|
RUBFILA INTERNATIONAL LTD |
|
Sd/- |
|
Hardik B Patel |
Palakkad |
DIN 00590663 |
20-08-2026 |
Chairman |
|