TO THE MEMBERS OF
RUBFILA INTERNATIONAL LIMITED
It is our pleasure to present the 30th Annual Report and the audited Annual Accounts
for the year ended 31st March 2023.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: -
M in Lakhs
|
|
Financial Year ended |
|
Particulars |
Standalone |
Consolidated |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
| Revenue from Operations |
37080.92 |
41665.32 |
45707.62 |
47674.57 |
| Other Income |
467.67 |
397.61 |
662.51 |
462.11 |
Total Income |
37548.59 |
42062.93 |
46370.13 |
48136.68 |
| Operating Expenditure |
33682.15 |
35517.72 |
41967.49 |
41182.75 |
Operating Profit Before |
|
|
|
|
|
3866.44 |
6545.21 |
4402.64 |
6953.93 |
Depreciation, Interest and Tax |
|
|
|
|
| Finance Cost |
6.86 |
4.27 |
15.11 |
22.04 |
Depreciation and Amortization Expens- es |
697.35 |
563.27 |
862.90 |
719.82 |
Profit Before Exceptional Items |
3162.23 |
5977.67 |
3524.63 |
6212.07 |
| Exceptional Items |
- |
197.44 |
- |
197.44 |
Profit Before Tax |
3162.23 |
5780.23 |
3524.63 |
6014.63 |
Tax Expenses |
|
|
|
|
a) Current Tax |
666.02 |
1354.18 |
741.62 |
1416.77 |
b) Deferred Tax |
156.92 |
121.90 |
187.71 |
133.51 |
Profit after Tax |
2339.29 |
4304.15 |
2595.30 |
4464.33 |
Other Comprehensive Income |
30.12 |
50.77 |
24.70 |
60.08 |
Total Comprehensive Income |
2369.41 |
4354.92 |
2620.00 |
4524.43 |
Basic EPS |
4.37 |
8.02 |
4.83 |
8.34 |
Diluted EPS |
4.37 |
8.02 |
4.83 |
8.34 |
Performance Review
Rubfila International Ltd
In a year when the world economy faced headwinds and challenges, Indian economy
remained resilient showing its inherent strengths. This was the year when USA and Europe
went into a recession which had its consequential impact on the economies of many
countries around the world. India was one of the rare spots where everything did not go
for a downward spin though it faced challenges on various fronts like geopolitical
tensions, supply chain constraints, trade imbalances, rising energy prices etc.
After two years of facing severe turbulence due to Covid, the world entered into a
period of steadiness during the year 2022-23. While the inflationary trends in the prices
of raw materials and other inputs softened, the prices still remained at higher levels
compared to the pre-pandemic days. Exporters were relieved that international shipping
costs declined to almost the levels of pre-covid days by the third quarter of the year.
But these factors did not convert into overall positive environment since demand slumping
across the board. To tide over the headwinds, many large companies resorted mass layoffs
and this in turn led to more Rubber thread is an intermediary material used by the garment
industry fortunes of which suffered badly during the year. Tiruppur, the hosiery capital
of India, usually sees huge inflow of orders during the June-July months for the Christmas
shopping season in USA and Europe, but struggled this year with lack of orders. Factories
were either closed or operations down sized for a major part of the year and thousands of
people lost their jobs due to this. With such negative sentiments running high in the
market, demand for rubber threads suffered and Rubfila had to scale down production during
the second and third quarters of the year.
Despite these adverse scenario, the company navigated the tough environment through
prudent management practices and ended the year with a turnover of 37548.59 lakhs, a drop
of 11% over 42062.93 lakhs posted last year. In line with the sales, profits also dipped
from 4304.15 lakhs to 2339.29 lakhs this year. This was a result of the lack of demand
garment market. At the same time, exports showed positive trends with the company
targeting more countries and succeeding in wooing more customers to its fold. The company
is confident of on boarding more customers for exports helping it scale up the top line.
During the year 2022-23, Rubfila passed another milestone in the form of commissioning
one line enhancing the capacity by another 2500 MT per annum at the Tamil Nadu plant. With
this, the total installed annual capacity stands at 27500 MT. The company also ventured
into manufacturing carton boxes to meet to the captive demand and commissioned the plant
in May, 2023. The carton unit will have spare capacity after meeting the captive demand
and plans are afoot to sell cartons to external customers adding another revenue stream
for the company.
The Company has been striving hard in its efforts to preserve the environment, and as a
part of the green ini -tiatives, has set up a 1 MW solar power generating facility at the
Tamil Nadu plant which is expected to help the company save on the power charges.
Premier Tissues India Ltd:
Premier Tissues India Ltd (PT), the wholly owned subsidiary of Rubfila, had a brisk
growth in sales during the year and cemented its position further in the Indian tissue
industry. The sector saw some correction in the prices of raw materials, though it
remained at higher levels compared to the pre-pandemic period. Availability of waste
paper, the major raw material also softened a bit leading to price corrections. At the
customer end, institutional sales contribute a major segment of the industry and with so
many companies continuing with the ‘Work from Home (WFH)' mode, there was severe dip
in the consumption of tissue paper. Indian tissue industry is dominated by a large number
of players in the unorganized sector, who used to cater to the needs of institutional
customers. But with WFH, affecting consumption in this segment these fringe players were
forced to look elsewhere like general retail for business. While entering the retail
segment without a popular brand name remained a tough proposition for these players, this
led to retailers demanding higher margins or lower prices pressuring the established
players like Premier. This was a major reason why the industry could not pass on the
higher costs to the consumers. The entry barriers in this segment are so low that every
year many new players enter the industry hoping to make it big . At the same time, the
industry also sees many units closing down after incurring huge losses. The presence of a
such large number of unorganized players competing on price affects the ability of the
industry to command healthy margins in the market.
Premier in the past one year had expanded its sales infrastructure reaching out to more
unrepresented regions. With addition of new members in the sales force and added focus,
they achieved a revenue of 8627.69 lakhs, a growth of 43.5% over past year's sale of
6010.25 lakhs. Profits during the period also was higher at 256.98 lakhs against 161.19
lakhs in the previous year.
Consolidated Figures:
The consolidated revenue from operations of Rubfila and Premier Tissues for the year
was .46370.13 lakhs with the profit before tax (PBT) at 3524.63 lakhs. The consolidated
profits after tax (PAT) during the year was 2595.30 lakhs compared to 4,464.35 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 24% ( 1.20 per share of face value 5/-)
for the year subject to the approval of shareholders at the ensuing Annual General
Meeting. This will result in a total payout of 651.21 lakhs for the year as compared to
949.68 lakhs in 2021-22.
Pursuant to the provisions of Section 124(5) of the Act, the dividend which remained
unclaimed/unpaid for a period 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.comand at the website of the Ministry of
Corporate Affairs www.iepf.gov.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 2015-16 will be
transferred to IEPF during the Financial Year 2023-24.
As on March 31, 2023, the unclaimed amounts with respect to the dividend are as under:
Particulars |
Unclaimed Amount |
Date of transfer to the Investor |
|
(in lakhs) |
Education and Protection Fund (IEPF) |
| Dividend FY 2015-16 |
14.79 |
29.10.2023 |
| Dividend FY 2016-17 |
21.62 |
14.10.2024 |
| Dividend FY 2017-18 |
29.29 |
21.10.2025 |
| Dividend FY 2018-19 |
28.35 |
20.10.2026 |
| Dividend FY 2019-20 |
35.52 |
16.10.2027 |
| Dividend FY 2020-21 |
16.64 |
23-08-2028 |
| Dividend FY 2021-22 |
17.36 |
30-10-2029 |
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 2023, the gross fixed assets of the company stand at 22,301.69 lakhs
and net fixed assets at 14,746.11 lakhs. Capital additions during the year amounted to
2,776.19 lakhs, which include addition to Building 421.66 lakhs, Plant & Machinery and
other assets amounting to 2,354.53 lakhs and Capital Work in Progress of 137.63 lakhs.
Future Prospects
Rubfila International Ltd
Rubber threads industry has been growing over the past many years, but it faced hurdles
in the past year due to recession in Europe and America and in other countries in general.
China also faced low demand due to stringent Covid related lock down issues cutting down
on consumption. Inner wear industry, which ultimately consumes rubber threads in the form
of elastic tapes was on a consistent growth path in India over the past decade. Though the
Indian inner wear industry continues to grow, this was at a slower pace than the previous
years.
Rubfila has currently eleven lines of production in the two units based in Kerala and
Tamil Nadu and has an annual installed capacity to manufacture 27500 MT of threads. This
is the largest capacity in the country and is one of the large capacities in the world
too.
The industry faces a few challenges due to factors like latex prices, increase in
manufacturing capacity worldwide growth in the usage of alternate materials etc. China
also has become active in the industry with twenty production lines being operated now.
This has dampened the Chinese sales of the Malaysian/Thailand companies and they have been
forced to dump the product at lower prices in other markets to shore up the sales.
The single biggest challenge Indian rubber thread industry faces is the difference in
the prices of natural latex in India and South East Asia where the world leaders of this
industry are based. Historically, except for a few occasions, the Indian latex prices have
always been ruling at higher levels compared to the international prices Companies in
South East Asia have access to this lower priced latex helping them to have a competitive
advantage in the market. This poses a severe challenge for the Indian rubber thread
companies in the Indian and international markets. India has Free Trade Agreements ( FTA)
with Malaysia and Thailand and rubber threads, amonth other products from these countries
can be imported at concessional duties Indian rubber thread companies are forced to
benchmark their selling prices against the imports restricting their ability to pass on
the higher costs to the customers. The Indian rubber thread industry has witnessed growth
in output with most of the players investing in additional capacities. Currently, the
total installed capacity available is higher than the Indian market size and this is bound
to lead to price war in the short to medium term till consolidation happens. In the
current circumstances, margins are expected to be under pressures in the medium term.
Irrespective of these challenges, Rubfila has grown in the domestic market and has
remained as the market leader. Exports also has seen an uptick and the company has
succeeded in acquiring new customers oversees. ‘Rubfil', the brand of the company has
been in the market for about 40 years, first through the original Malaysian promoter and
then through Rubfila and enjoys a strong equity in the international market. Withmore
capacities added in the last year, expanding the customer base in the overseas market is a
major objective which the company is confident of achieving.
Premier Tissues (Indi) Ltd
India has one of the lowest per capita consumptions of tissue paper products in the
world at around 250 gm compared to the world average of 5.2 kg. The larger share of the
Indian market comes from ‘Away From Home(AFH)' consumption happening at institutions
like hotels, restaurants, offices, airports, hospitals etc. Tissue papers were not
considered as an essential item till recently in India, but that appears to be changing
with tissues becoming a part of the monthly grocery purchases. With the income level
rising and the changes in lifestyle, the industry is poised to grow at a very healthy rate
in the long term. Premier as a brand commands utmost respect in the tissue market and the
company has been successful in leveraging the same to its advantage. Sales grew by a
healthy 44% in the past year and this momentum is expected to continue in the current year
too. South India continues to be a stronghold for the company with major share of sales
coming from the region. While the sales in the Western India is also healthy, the region
offers more potential which needs to be tapped further. Sales in the North and Eastern
regions remain weak due to constraints in getting the right sales team and issues related
to logistical costs. These are being addressed and moving forward the company is confident
of growing the sales at a healthy rate.
A good sales infrastructure is mandatory for a consumer product company to succeed.
This consists of an agile sales team, a wide network of distributors, stockists etc. The
wider the distributor network, the wider the company can reach out to a large number of
retailers and in turn customers. Premier is in the process of expanding its sales network
in areas where its presence is not to the desired level, particularly in the northern and
eastern regions. Tissues are low margin products and with the plant located at Mysore,
logistical costs to regions beyond South India makes the product not competitive in these
markets. To address this issue, Premier is planning to set up exclusive satellite
conversion centers closer to the regional markets. These will be asset light models with
investments coming from third parties and operations handled by them based on the
standards specified by Premier. One such center is at the final stages of commissioning in
the Eastern region which will cater to the east and north markets. Another conversion
center is in the pipeline near to Mumbai so that low margin products like napkins can be
produced for the western market. With these arrangements, the company expects to wider the
points of availability at competitive prices acceptable to the markets.
India is currently the fifth largest economy in the world and the government has
initiated steps to convert India into a $ 5 trillion economy in the next few years. As per
the current trends, the per capita income is estimated to jump by 70% to touch $4000 by
2030. This is bound to result in more employment opportunities, a rise of per capita
income and growth in consumption across all the spectrums. Naturally, tissue sector is
bound to be benefited in line with the projections and even a modest growth of another 250
gm in the per capita consumption will double the size of the industry. Premier, as the
leading brand, is well equipped to tap into any growth happening in the industry elevating
the company to improve its performance metrics.
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
2023. iii. The Directorshavetakenproperandsufficient 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 listed on the BSE Ltd. The company has paid Listing Fee for
the year 2023-24.
Declaration of Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Samir K. Shah
(DIN 01714717), Mr. Patrick M Davenport (DIN 00962475), Ms. R. Chitra (DIN 01560585), Mr.
S. H. Merchant (DIN 00075865) and Mr. D. G. Rajan (DIN 00303060) 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
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. In terms of Section 150 of the Act read with the Companies
(Appointment & Qualification of Directors) Rules, 2014, the Independent Directors of
the Company have registered themselves with the data bank of Independent Directors created
and maintained by the Indian Institute of Corporate Affairs Manesar.
Further, the Independent Directors of the company met once during the year on
28-03-2023 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 3200.14 lakhs
as at March 31, 2023.
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 Annexure
forming part of this report.
Related Party Transactions
All contracts/ arrangements / transaction entered by the company during the financial
year were in 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 financialyear 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 its Promoters, Directors, Management or their relatives that could have had a
potential conflict with the 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/ policies.php 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:
At Rubfila, the Board of Directors, the Management and all employees consider society
as an extended arm of business with a major stake and are duty bound in contributing for
the development of society.
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 focussed areas 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, housing etc, but this is done with utmost care after ample due diligence.
During the year, company carried out several initiatives under the CSR program
directly. 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.
The CSR activities are overseen by a committee of Directors comprising of Mr. Bharat J.
Dattani (DIN 1462746), Mr. G Krishna Kumar (DIN 01450683) and Mr. Patrick M Davenport (DIN
00962475) on a regular basis.
In the year under review, the company spent 66.84 lakhs towards various CSR
expenditures.
A report on the Corporate Social Responsibility activities is annexed to this report.
Directors and Key Managerial Personnel
Composition of the Board
The Board of Directors of the company comprises of 9 directors as on the date of
report. 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) and Mr. Dhiren S. Shah
(DIN 01149436) as non-executive, Non-independent Directors and five Non-executive
Independent Directors namely Mr. D. G. Rajan (DIN 00303060), Mr.
Patrick M Davenport (DIN 00962475), Ms. R. Chitra (DIN 01560585), Mr. S. H. Merchant
(DIN 00075865) and Mr. Samir K. Shah (DIN 01714717). 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. In accordance with the Companies Act, 2013, Mr. Hardik
B Patel (DIN 00590663) and Mr. Dhiren S Shah (holding
DIN 01149436) retire by rotation and being eligible offer themselves for re-appointment
in the ensuing Annual
General Meeting.
During the reporting period your Board met five 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 21-09-2023.
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 Director 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:
rubfila.com/Admin-panel/images/investors/Nomination-RemunerationPolicy. 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, 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 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. 02902S
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
There is no qualification, disclaimer, reservation or adverse remark made by the
Statutory Auditors in Auditors' Report.
During the period under review, there were no frauds reported by the auditors under
provisions of the Companies Act, 2013.
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, 2023. 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
1) The Statutory Auditor had submitted the necessary documents before the
Institute of Chartered Accountants of India and was awaiting to be peer reviewed.
2) The delay in reporting the gifting of shares between the two close relatives
the promoters group is only due to an overlook on the part of the staff members of the
designated persons as they did not construe gifting a trans -action to reported to the
Company. Besides, the transaction was done when the designated person did not have any
unpublished price sensitive information.
Cost Auditors
M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the
year 2022-23. The remuneration payable for the Financial Year 2023 24 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
2022 23.
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, 2023, 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/policies.php
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/policies. php
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 |
Employees Stock Option Scheme (ESOS):
There has not been any material change in the Employee Stock Option Scheme during the
reporting period.
No options have been granted during the financial year 2022 23 and also no option
granted earlier and in force in the same period, has been exercised by any of the grantees
Change in the Nature of Business
There was no change in the nature of business of the company during the Financial Year
2022-23 i) Material changes and commitments affecting financialposition of the company
which have occurred the between the end of the Financial Year of the company
towhichthefinancialstatements 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 concern status and company's operations in future.
A claim from Customs for Rs.391.73 Lacs towards duty drawback is pending before the
Hon'ble CESTAT since 2008 and interest thereon is not ascertainable at this point. Company
is confident for a favourable verdict in the matter.
Company has been providing progressively towards unknown liabilities and as on 31st
March, 2023 such provision stands at Rs.989 Lacs.
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
managementprocess,addressingfinancialand financial controls have been documented,
digitised and embedded in the financial business processes. controls is obtained through
management reviews, control Assuranceontheeffectivenessofinternalfinancial
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
Extract of 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, 2023 is hosted on the
website of the company in the following web link https://rubfila.com/ investors.php
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 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-in 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.
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