R&B Denims Ltd Directors Report.

To The Members of R & B Denimsenims LL Limiteimited

The Directors take pleasure in presenting the Ninth Annual Report together with the audited financial statements for the year ended March 31, 2019. The Management Discussion and Analysis has also been incorporated into this report.

1. . FINANCIAL RESULTS

Particulars 2018 -19 2017 -18
Sales/ Business Income 24,811.20 21,737.53
Other Income 125.95 313.66
Total Income 24,937.15 22,051.19
Less: Expenses (Excluding Depreciation) 23,921.44 20,704.59
Profit before depreciation, exceptional items and taxes 1,015.71 1,346.6
Less: Depreciation 509.41 644.39
Profit before exceptional items and taxes 506.30 702.21
Less: Exceptional Items - -
Profit before Taxation 506.30 702.21
Less: Income Tax 152.90 156.64
Deferred Tax (36.70) (38.77)
MAT Credit Provision - -
Short Provision for Income Tax expense relating to prior year 1.39 -
Profit after Taxation 388.71 584.34
Retained Earnings
Balance brought forward 748.27 159.91
Profit for the year 388.71 584.34
Short Provision for Income Tax expense relating to prior year (48.03) -
Other Comprehensive Income 2.05 4.02
Total Retained Earnings 1,091.01 748.27
Available Profit & (transfers) dealt as under:
Transfer to/(from) General Reserve 342.73 588.36
Balance carried forward 1,091.01 748.27
Earnings per share (Rs.) :Basic 2.78 4.20
Diluted 2.78 4.20

2. . HIGHLIGHTS OF PERFORMANCE

• Standalone total income for the current financial year has reached to Rs. 24,937.15 (in Lakhs) as compared to Rs. 22,051.19 (in Lakhs) in 2018, increasing by 13.09%;

• Standalone net sales for the year was Rs.24,811.20 (in Lakhs) as compared to Rs. 21,737.53(in Lakhs) in 2018, showing a growth of 14.14%;

• Standalone profit before tax for the year was Rs.506.30 (in Lakhs) as compared to Rs. 702.21 (in Lakhs)in 2018, showing a decline of 27.9%;

• Standalone Other Comprehensive Income (OCI)for the year was Rs. 2.05 (in Lakhs) as compared to Rs. 4.02 (in Lakhs)in 2018, a decline of 49.00%;

• Standalone Profit after tax for the year is Rs. 390.76 (in Lakhs) as compared to Rs. 588.36(in Lakhs) in 2018,a decline by 33.58%.

3. . STATE OF COMPANYS AFFAIRS

The directors are glad to report that during the year under review your company has posted higher income of Rs.24, 937.15 (in Lakhs) in the current year as compared to Rs.22, 051.19 (in Lakhs) in the corresponding previous year. During the current year your company has shown a remarkable profit of Rs. 388.71 (in Lakhs) as against to the net profit of Rs. 584.34(in Lakhs) in the corresponding previous year.

4. . TRANSFER TO RESERVESESERVES IN TERMS OF SECTION 134(3)(J)(3)(J) OF THE COMPANIES ACT, 2013

For the financial year ended on March 31, 2019, the Company has proposed to carry an amount of Rs. 388.71 (in Lakhs) to Balance Sheet under the head other Equity.

5. . DIVIDEND

In view of the requirement of the profits for strengthening of the company, your directors have decided to plough back the profit into the business hence no dividend could be recommended for the year under review.

6. . MATERIAL CHANGES SUBSEQUENTEQUENT TO THE CLOSE OF THE YEAR

The company has been listed on BSE-SME Platform since 22nd April 2014 and has completed the span of 5 years of listing on BSE. In the current financial year the directors has decided to migrate from BSE-SME Platform to BSE Main Board Platform and consequently the company has received the In-Principle Approval letter from BSE in respect thereof on 18th April, 2019.

7. . SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

8. . SUBSIDIARY COMPANY/ASSOCIATE/JOINTSOCIATE/JOINT VENTURE

There has been no subsidiary/Associate/Joint Venture incorporated/ceased of your company during the financial year 2018-19.

9. . MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In terms of the provision of Regulation 34 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015, the Management Discussion and Analysis report is a forming part of this Annual Report.

10. . CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company during the financial year 2018-19.

11. . SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2019 was Rs. 1,399.46 (in Lakhs). The Company has not issued/allotted any equity shares during the financial year 2018-19.

12. . FINANCE

The Cash and cash equivalent as on March 31, 2019 was Rs. 6.95 (in Lakhs). The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

1. . ACCEPTANCE OF DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and any modification thereof.

2. . PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

13. . QUALITY INITIATIVES

The Company continues its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. In the financial year 2017-18, the Company had taken two ISO Certificates namely ISO 9001:2015 and ISO 14001:2015 for Quality Management System and Environmental Management System respectively from TUV SUD South Asia Private Limited.

14. . CORPORATE SOCIAL RESPONSIBILITY

The Board has adopted a Corporate Social Responsibility (CSR) Policy for the Company based on which CSR Programs and activities were carried out during the year. The CSR Policy can be accessed through the following weblink:

http://www.rnbdenims.com/corporate-governance.html

The CSR committee comprises of the following members and the committee oversees the CSR activities:

• Mr. Amitkumar Dalmia (Chairperson)

• Mr. Ankur Borana (Member)

• Mr. Girish Kumar Kalawatia (Member)

The Company has spent Rs. 6.50 (in Lakhs) as part of its CSR activities through focused efforts in the fields of Community Healthcare. The detail on CSR activities undertaken during the year is annexed as "Annexure-A" to this report.

15. . BUSINESS RESPONSIBILITY REPORT (BRR)

The Board of Directors of the Company hereby confirms that, according to the provisions of Regulation 34(2)(f) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015 and amended thereof, the report on Business Responsibility Report (BRR) is not mandatorily applicable to our company, hence not annexed with Annual Report.

16. . ANNUAL EVALUATION AND CRITERIA OF EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE

OF ITS COMMITTEES AND OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Nomination and Remuneration Committee has defined evaluation criteria, procedure and time schedule for Performance Evaluation process for the Board, its Committees and Directors.

Evaluation of Criteria for Evaluation
Board • Degree of fulfilment of key responsibilities
• Board structure and composition
• Establishment and delineation of responsibilities to various committees
• Effectiveness of board processes
• Information and functioning
• Facilitation of Independent Directors
• Quality of decisions
• Board culture
II Individual directors • Attendance and contribution at Board/ Committee Meetings
• Guidance/ support to the management outside Board/ Committee
Meetings
• Fulfilment of functions
• Setting the strategic agenda of the Board
• Encouraging active engagement by all Board members and motivating
• Providing guidance to the Managing Director
Committees • Degree of fulfilment of key responsibilities
• Frequency and effectiveness of meetings
• Committee dynamics, especially openness of discussions, including with the Board
• Adequacy of Committee composition
• Quality of relationship of the Committee with the Board and the Management

The evaluation of Board, its Committees and Individual Directors was carried out as per the process and criteria laid down by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee.

The performance evaluation of Independent Directors was carried out by entire Board, excluding Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by Independent Directors who also reviewed performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed performance of the Board, its Committees and of Directors.

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

17. . VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company has in place a vigil mechanism that encourages its employees to report suspected or genuine concerns about any wrongful conduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy, misuse or abuse of authority. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link:

http://www.rnbdenims.com/investor/polices/VIGIL%20MECHANISM%20FOR%20DIRECTORS%20AND%20EMPLOYEES.pdf?

18. . POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS

The Policy for Determining Materiality of Information / Events for reporting to the Stock Exchangeis framed pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which enables the investors to make well-informed investment decisions and take a view on the Materiality of an event that qualifies for disclosure.

The Policy for Determining Materiality of Information / Events may be accessed on the Companys website at the link:

http://www.rnbdenims.com/investor/polices/POLICY%20FOR%20DETERMINIMG%20MATRIALITY%20OF%20INFORMATION.pdf?

19. . POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS

The Policy for Preservation & Archival of documents is framed pursuant to Regulation 9 & 30(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, investors and concerned authority accessed preservation of documents and records of the Company through companys website, which is required to be maintained under the Companies Act, 2013 and Listing Regulation. Any disclosure of events or information which has been submitted by the Company to the Stock Exchanges will be available on the website of the Company for a period of 5 years from the date of its disclosure and shall thereafter be archived from the website of the Company for a period of 3 years. This policy basically deals with the retention and archival of corporate records.

The Policy for Preservation & Archival of documents may be accessed on the Companys website at the link:

http://www.rnbdenims.com/investor/polices/PRESERVATION%20OF%20DOCUMENTS%20&%20ARCHIVAL%20POLICY.pdf?

20. . COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

The company is committed to provide safe, conducive and healthy working environment to the women employees without any kind of prejudice, gender discrimination and sexual harassment. The Company considers sexual harassment as a gross misconduct and has a zero tolerance for Sexual Harassment at workplace. Pursuant to the provisions of "The Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules made thereunder, the Company has adopted a "Policy on Protection of Women against Sexual Harassment at Work Place" to provide protection to its women employees against sexual harassment at work place. In line with the requirements of the policy the company has setup Internal Complaints Committee (ICC) with majority women Members.

During the financial year 2018-19, no case was reported under the purview of the said Policy.

21. . DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, Mr. Dharmesh Prafulchandra Mehta, Mr. Girish Kumar Kalawatia, Mr. Manak Lal Tiwari, and Mrs. Anita Pankaj Jain are Independent Directors of the Company. They have submitted a declaration that each of them meet 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.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

22. . DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Anita Pankaj Jain was appointed as a Women & Independent Director with effect from December 27, 2017 and her appointment was approved in the Annual General Meeting held on 23rd July 2018 for the financial year 2017-18.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2019 are: Mr. Rajkumar Mangilal Borana as Managing Director, Mr. Amitkumar Anandbhai Dalmia as Whole-time Director, Mr. Deepak A Dalmia, Whole-time Director, Mr. Ankur Mangilal Borana as Whole-time Director, Mr. Perkin Khushmanbhai Jariwala as Chief Financial Officer (CFO) and Mrs. Jyoti Arun Agarwal as Company Secretary.

11 1 Policy on directors appointment and remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

2 22 Meetings

During the year, Board Meetings and Committee Meetings were convened and held. The details of which are given herein below and also in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DETAILS OF MEETINGS HELD DURINGING THE F.Y. 2018 8 88- --11 19 999

Sr. No. . Date of Meeting Class of Meeting Board Strength No. of Directors Present
1 16-04-2018 Stakeholders Relationship Committee 3 3
2 18-05-2018 Audit Committee 4 4
3 28-05-2018 Board of Director Meeting 8 8
4 28-06-2018 Board of Director Meeting 8 6
5 30-07-2018 Stakeholders Relationship Committee 3 3
6 06-08-2018 Audit Committee 4 4
7 13-08-2018 Nomination & Remuneration Committee 4 4
8 18-08-2018 Board of Director Meeting 8 6
9 12-09-2018 Corporate Social Responsibility Committee 3 3
10 21-09-2018 Board of Director Meeting 8 4
11 04-10-2018 Board of Director Meeting 8 4
12 05-11-2018 Audit Committee 4 4
13 14-11-2018 Board of Director Meeting 8 8
14 20-11-2018 Stakeholders Relationship Committee 3 3
15 04-02-2019 Nomination & Remuneration Committee 4 4
16 14-02-2019 Board of Director Meeting 8 8
17 20-02-2019 Audit Committee 4 4
18 26-02-2019 Stakeholders Relationship Committee 3 3
19 10-03-2019 Corporate Social Responsibility Committee 3 3
20 19-03-2019 Board of Director Meeting 8 4

23. . DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That the directors had selected such accounting policies and applied them consistently and made judgment 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 and loss of the company for that period;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial control was in place and that the financial controls were adequate and were operating effectively.

f. That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

24. . RELATED PARTY TRANSACTIONS

The company has entered into various related party transactions during the financial year and all the transactions were on an arms length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated personnel, which may have a potential conflict with the interest of the Company at large and the details of which is prescribed in Form AOC-2 annexed as "Annexure-B" which is attached to this report.

25. . AUDITORS

a. . Statutory Auditors

M/s. Pamita Doshi & Co., Chartered Accountants of Surat had been appointed as Statutory Auditors of the Company for a term of five years pursuant to the provisions of Section 139 of the Act in the conclusion of Eighth (8th) Annual General Meeting of the company subject to the renewal of the appointment at ensuing Annual General Meeting and at every Annual General Meeting held after this Annual General Meeting. As required under the provisions of Sections 139(1) read with 141 of the Companies Act, 2013, the Company has obtained a written certificate from M/s. Pamita Doshi & Co., Chartered Accountants, Surat, proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the criteria specified in the said sections.

The Board recommends the appointment of M/s Pamita Doshi & Co., Chartered Accountants of Surat as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held for the financial year 2022-23. The necessary resolution is being placed for consideration of the members at the ensuing Annual General Meeting. The auditors have also confirmed that they hold a valid certificate which is issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report for Financial Year 2018-19 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

b. . Cost Auditors

Pursuant to Section 148(3) of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 M/s. V. M. Patel & Associates was appointed as Cost Auditor of the company for the financial year 2018-19 by the Board of Directors on a remuneration of Rs. 35,000/- plus Service tax, if applicable and out of pocket expenses

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s. V.M. Patel & Associates, Cost Auditors is included at Item No. 7 of the Notice convening the Annual General Meeting.

c. . Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Board had appointed M/s. Jainam N Shah & Co, Practicing Company Secretary of Surat, to conduct the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith annexed as "Annexure-C" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

26. . ENHANCING SHAREHOLDERS VALUE

The Company believes that its Members are among its most treasured stakeholders.

Accordingly, the Companys operations are committed to the pursuit of achieving notable operating performance and cost competitiveness, consolidating and building for expansion, enhancing the productive asset and resource base and subsisting overall corporate reputation. The Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively affect the socio-economic and environmental dimensions and contribute to unceasing growth and development.

27. . CORPORATE GOVERNANCE

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this report.

28. . ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 which is annexed herewith as "Annexure-D".

29. . EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form MGT – 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure – E" to this Report.

30. . PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure-F" of the Annual Report.

31. . SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, 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.

32. . INTERNAL FINANCIAL CONTROLS

Internal Financial Controls forms an integrated part of the risk management process therefore, the company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, maintenance of adequacy, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The management periodically reviews the financial performance of the Company against the approved plans across various parameters and takes necessary action, wherever necessary. During the year, such controls were tested and no reportable material weakness was observed.

33. . RISK MANAGEMENT

The Company has in place appropriate Risk Management framework for a systematic approach to control risks. The risk management policy of the company encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, external and operational control risks to achieve key business objectives.

34. . ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its appreciation for the continued guidance and support received from the Central and State Government Departments, Organizations and Agencies. The Board is thankful to the Members, Auditors, Consultants, Service Providers, Insurers and all its Employees for their unstinted support and contribution.

The Board of Directors conveys their gratitude for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

The Board also recognizes the contribution of the esteemed Consumers to the growth of the Company and takes this opportunity to pledge the Companys commitment to serve them better.

35. . CAUTIONARY STATEMENT

Certain statements in the Management Discussion and Analysis describing the Companys analysis, projections, interpretations and estimates are forward-looking within the meaning of applicable securities laws and regulations. Actual results may vary from those expressed or implied depending upon economic conditions, Government policies and other incidental/related factors, changes in economic conditions affecting demand and supply, success of business and operating initiatives and restructuring objectives, change in regulatory environment, other government actions including taxation, natural phenomena such as floods and earthquakes, customer strategies, etc. over which the Company does not have any direct control.

The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, information or events.

For and on behalf of The Board Of Directors,
R & B DENIMS LIMITED
Sd/-
Place: SURAT Rajkumar Mangilal Borana
Date: 18/05/2019 (Chairman & Managing Director)
DIN: 01091166