Dear Members,
Your directors are pleased to present the 108th Annual Report of your company together with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2024.
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March, 2024 is summarized below:
2. STATE OF COMPANY'S AFFAIR AND NATURE OF BUSINESS
i) Textiles and Real Estate Division
The revenue from the textile's activity was Rs. 19,717 Lakhs (Rupees Ninteen Thousands Seven Hundred and Seventeen Lakhs) as compared to Rs.22,614 Lakhs (Rupees TwentyTwo Thousand Six Hundred and Fourteen Lakhs) in the previous year. The operating profit for the year was Rs.2,153 Lakhs (Rupees Two Thousand One Hundred and Fifty Three Lakhs) against Rs. 1,805 Lakhs (Rupees One Thousand Eight Hundred and Five Lakhs) in the previous year.
The revenue from real estate and related activity was Rs. 3,985 Lakhs (Rupees Three Thousand Nine Hundred and Eighty Five Lakhs) as compared to Rs. 3,351 Lakhs (Rupees Three Thousand Three Hundred Fifty-One Lakhs) in the previous year. The operating profit for the year was Rs3,319 Lakhs (Rupees Three thousand three Hundred and Nineteen Lakhs) as against Rs.2,856 Lakhs (Rupees Two Thousand Eight Hundred and Fifty Six Lakhs) in the previous year.
ii) Land Development at Dadar
The Company has obtained renewed Occupation Certificate (OC) including for upper floors of 'The Ruby' tower at Dadar, Mumbai. The building which was earlier approved under the Development Control Regulations 1991 (DCR 1991) is now converted under the current regulations i.e. Development Control and Promotion Regulations 2034 (DCPR 2034). The Company has made payment of requisite premium to the Municipal Corporation of Greater Mumbai (MCGM) and the State Government. This shall enable the company to unlock the real estate value of the tower.
3. DIVIDEND
The Board of Directors at their meeting held on 21st May, 2024 have approved and recommended payment of final dividend of 35% i.e., Rs. 1.75/- per equity share on 3,34,40,000 fully paid up equity shares of Rs. 5/- each aggregating to 585.20 Lakh subject to TDS for the financial year ended 31st March, 2024 ('final dividend'), subject to approval of the members at the ensuing AGM.
4. TRANSFER TO RESERVES
No amount has been transferred to General Reserve.
5. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review, your Company did not have any subsidiary, associate or joint venture company.
6. DEPOSITS
The Company has not accepted deposits from the public within the meaning of Section 73 of The Companies Act, 2013 and rules framed there under.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Directors
Appointment/ Reappointment
• Shri. Purav Hiren Shah (DIN: 00123460), Executive Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment and not being disqualified under Section 164 of the Companies Act, 2013, offers himself for re-appointment. The Board recommends his re-appointment.
• Shri. Hiren M. Shah (DIN: 00071077) was re-appointed as the Executive Chairman of the Company for a period of five years with effect from 1st April 2024 up to 31st March 2029 in the Annual General Meeting held on 27th September, 2023
• Re-appointment of Shri. Bharat M. Shah (DIN: 00071248) as the Managing Director of the Company for a period of five years with effect from 1st April 2024 up to 31st March 2029 in the Annual General Meeting held on 27th September, 2023.
• Re-appointment of Shri. Viraj M. Shah (DIN: 00071616) as the Managing Director of the Company for a period of five years with effect from 1st April 2024 up to 31st March 2029 in the Annual General Meeting held on 27th September, 2023.
Resignation/ Cessation:
There was no resignation/ Cessation during the year under review.
(ii) Key Managerial Personnel
Appointment/Reappointment
Mr. Anil Kumar Narkhade was appointed as Vice President of Kharsundi Plant w.e.f 4th December 2023
Mr. Susheel Kumar Pandey was appointed as General Manager (Work) at Dhamni Plant w.e.f 20th November 2023.
Resignation/Cessation
Mr Deepak Shah - Term ceased as non-executive non-independent director from 29th September 2023.
Mr. Satyanarayan R. Kuchhal - Chief Operating Officer (COO) at Dhamni Plant resigned w.e.f 29th October 2023
(iii) Declaration by Independent Directors
The Company has received the necessary declarations from each of Independent Directors of the Company pursuant to Section 149(7) and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Each of them meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.
(iv) Annual Evaluation of Board
Pursuant to the provisions of the Companies Act, 2013 and relevant Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board has carried out the annual performance evaluation of its own performance and other Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment.
Performance evaluation of independent directors was done by the entire board, excluding the independent director.
In a separate meeting of independent directors held on 27th March 2024, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was reviewed and evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors.
(v) Number of Board Meetings
During the year 2023-24, the Board met 5 (Five) times on the following dates
30th May 2023, 14th August, 2023, 27th September 2023, 4th November, 2023 and 7th February 2024. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.
8. DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31st March, 2024 and state that: -
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
ii. The Directors had 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 as at 31st March, 2024 and of the profit of the Company for the year on that date;
iii. The Directors had 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 had prepared the annual accounts on a going concern basis; and
v. The Directors had laid down proper systems of internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9. NOMINATION AND REMUNERATION POLICY
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees.
The potential candidates for appointment to the Board including Independent Directors appointed during the year are, inter alia, evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Company's vision, mission, values and, prominence in business, institutions or professions and, professional skill, knowledge and expertise and, financial literacy and such other competencies and skills as may be considered necessary. In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under the Act, the Listing Regulations and other applicable regulations and guidelines.
The policy of which has been uploaded on the Company's website at the following link-http://www.rubymills. com/investors/policies/nomination-cum-remuneration-policy. For further details on the policy, please refer to the Corporate Governance report which forms part of the Annual Report. No changes in the Nomination and Remuneration policy were made during the year under review.
10. AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the Corporate Governance Report which forms part of this report.
11. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviour.
The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.which has been uploaded on the Company's website at the following link-http://www.rubymiNs.com/ investors/policies/vigil-mechanismwhistle-blower-policy.
The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
During the year under review no employee was denied access to the Chairman of the Audit Committee.
12. RISK MANAGEMENT
The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and has defined a structured approach to manage uncertainty and to make use of these in their decisionmaking pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. At present there is no identifiable risk which in the opinion of the Board may threaten the existence of the Company.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in "Annexure A" which forms part of this Report.
14. ANNUAL RETURN
Annual Return for the financial year ended 31st March, 2024 made under the provisions of Section 92(3) of the Act is uploaded on website of the Company and link for the same is https://www.rubymiMs.com/uploads/ investor-reports/1020157966_Annual%20Return_2024_Final.pdf
15. CORPORATE SOCIAL RESPONSIBILITY
The Annual Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 on CSR activities is attached as "Annexure (i)" and forms a part of this Report.For other details regarding the CSR Committee and the policy, please refer to the Corporate Governance Report, which forms part of this report. The Corporate Social Responsibility policy has been uploaded on the Company's website at the following link-http://www.rubymiMs.com/investors/policies/corporate-social-responsibility-philosophy.
No changes were made in the CSR policy during the year under review.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations.
17. AUDITORS
(i) Statutory Auditors
At the 106th Annual General Meeting held on 23rd September, 2022, the Members approved reappointment of M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-100036) to hold office from the conclusion of the 106th Annual General Meeting until the conclusion of the 111th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.
The Report given by M/s. CNK & Associates LLP, Statutory Auditors on the financial statements of the Company for the financial year 2023-24 is part of this Annual Report. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
(ii) Secretarial Auditor
The Board has appointed M/s. Vikas R. Chomal & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-2024. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C". The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark
(iii) Cost Auditor and Cost Audit Report
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the accounts and records are required to be maintained by the Company, in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts and records are maintained in respect of various manufacturing activities. Shri. Dakshesh H. Zaveri, Cost Accountant has been appointed as Cost Auditor of the Company for the F.Y. 2023-2024 to carry out the Cost Audit, for auditing cost accounting Records in respect of the Textile Segment of the Company and to submit Cost Audit Report to the Board as required under Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Amendment Rules, 2014. Accordingly, a resolution seeking the members' ratification for the remuneration payable to Shri. Dakshesh H. Zaveri, Cost Auditors, in terms of the resolution proposed to be passed, is included in the Notice convening the Annual General Meeting of the Company.
18. (i) Green Initiatives
Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company will be sending Annual Report through electronic mode i.e. email to all the shareholders who have registered their email addresses with the Company or with the Depository to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper. The Company has taken a significant step towards sustainability by installing 3 Mega Watts (MW) of solar panels as part of its ESG (Environmental, Social & Governance) and Green initiative. This demonstrates the Company's commitments to reducing its carbon footprint and promoting environmental responsibility.
In furtherance of its social initiatives, the Company has promoted tribal villages and Anganwadi in its Taluka in Khalapur. Through this initiatice, the Company demonstrates its commitment to Social Responsibilty and community development by investing in the local workforce and fostering sustainable develop,ment.
(ii) Human Resources
Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.
(iii) Environment and Safety
The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental Regulations and preservation of natural resources. There was no major accident during the year.
19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.
20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The company has robust internal financial controls in place for its financial statements. As part of its ongoing improvements, the company has migrated to a new ERP system for certain processes. While the new system is being integrated and stabilized, the company is actively managing and addressing the necessary manual interventions required during this transition. This proactive approach ensures that the company's control systems continue to function effectively and align with the new ERP environment. the auditors report is self explanatory in nature and provides that company has adequate internal financial controls with reference to financial statements
21. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All Related Party Transactions entered into by your Company during the Financial Year 2023-24 were on arm's length basis and in the ordinary course of business. There is no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company.
Prior approval of the Audit Committee and the Board of Directors of the Company was obtained for all the Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Attention of Shareholders is also drawn
to the disclosure of transactions with related parties as set out in Note No. 48 of Financial Statements, forming part of the Annual Report.
22. PARTICULARS OF EMPLOYEES:
The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure D" and forms a part of this Report of the Directors.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexual harassment of women employees at workplace. There was no cases/ complaint received during the year under review.
24. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to financial statements provided in this Annual Report.
25. DISCLOSURE REQUIREMENTS
As per relevant regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report with auditor's certificate thereon and Management Discussion and Analysis are attached, which form part of this Annual Report.
26. IMPORTANT DISCLOSURE REQUIREMENTS
An advance of Rs 101 Crores. was directly received against sale of premises from a prospective buyer M/s Shreem Corporation Limited (Rajput Retail Limited) against which a letter of intent (LOI) was executed. The buyer was to carry out due diligence and a substantial consideration was due.
Meantime, 19 months after disbursement, the Buyer's banker - SBI approached the Company, for completing the transaction. In reply The Company promptly stated it had not received any disbursement/demand drafts from SBI. Learning these facts, SBI approached Debt Recovery Tribunal (DRT) and subsequently National Company Law Tribunal (NCLT) and Supreme Court for recovery of their dues from their large borrower.
As advised, your Company filed an Intervening Application (IA) in the Supreme Court, in a matter between SBI and Axis Bank upon which Supreme Court directed NCLT to hear our application. In the First hearing, the NCLT Bench, directed the company to deposit Rs 101 Crores with the Resolution Professional (RP). The Company has since, repaid the amount as recorded in their order of 22nd December, 2023 and thereby carried out its duty as a Good Corporate Citizen.
The dispute and litigation pertaining to the aforesaid matter against the Company and its directors are being addressed as per the advice of lawyers.
Giving credence to this development, State Bank of India has informed the appropriate authorities to mitigate action against the company and is looking to further strengthening banking relationship with the Company.
27. GENERAL DISCLOSURES
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
I. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
II. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
III. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
IV. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
V. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.
VI. During the year under review, there are no instances of loan borrowed from Directors by the company. Therefore, no declaration is required under Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules 2014.
VII. During the year under review, there was no occasion where the Board has not accepted any recommendation of the Audit Committee.
VIII. During the year under review, there has been no pendency of any proceedings against the company under the Insolvency and Bankruptcy Code, 2016.
IX. During the year under review, there have been no instances of one time settlement with any bank or financial institution.
28. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of Company's business during the year under review.
29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the rules') as amended upto date, after completion of seven years, all the unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government.
Further, according to the said Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
30. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF:
As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to Rs. 0.45 Lakhs lying unclaimed for a period of seven years was transferred during the financial year 2023-24 to the Investor Education and Protection Fund (IEPF) established by the Central Government.
Members are requested to note that even after the transfer to IEPF as above said, the unclaimed dividend amount and the shares transferred to IEPF Suspense Account, both, can be claimed by making an online application in Form IEPF-5 and sending the physical copy of the same duly signed (as per specimen signature registered with the Company/RTA) along with requisite documents enumerated in the said Form IEPF-5 to the Company at its registered office or to the RTA.
The IEPF Rules and the application form (Form IEPF-5), as prescribed by the Ministry of Corporate Affairs are available on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.
31. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year 2023-24, your Company has complied with applicable Secretarial Standards i.e., SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively as notified by the Institute of Company Secretaries of India.
32. SEGMENTS:
The Company has two segments namely Textile and Real Estate & related. The Statement of accounts prepared and submitted are therefore of two segments.
33. ACKNOWLEDGEMENT
Your directors thank all the shareholders, all employees of the Company, customers, suppliers, Government Authorities, Financial Institutions and bankers for their continued support.
You Directors look forward to their continued support in future.