Riba Textiles Ltd Directors Report.

Dear Shareholder,

Your Directors have pleasure in presenting the 33rd Annual Report and the audited financial statements of your company for the year ended 31st March, 2021.

FINANCIAL HIGHLIGHTS:

Your Company’s financial performance for the financial year ended 31st March 2021, is summarized below:

(Rs. In Lacs)

Particulars 2020-21 2019-20
Revenue from Operations 18981.29 17704.85
Other Income 66.26 67.32
Gross Receipts 19047.55 17772.17
Finance cost 364.43 415.82
Depreciation 476.98 351.45
Profit before Tax 751.34 866.10
Tax Expenses 162.92 192.68
Profit after Tax 588.42 673.42
Comprehensive Income - -
Total Comprehensive Income 588.42 673.42
Paid up Equity Share Capital 965.29 965.29
Reserves excluding revaluation reserve 5453.36 5364.93
Earnings per share 6.10 6.98

OVERVIEW AND STATE OF THE COMPANY’S AFFAIRS:

Company’s operations and financial results for the year ended March, 2021 has been impacted by COVID- 19 pandemic. During the financial year under review, revenue from operations of the Company was Rs. 19047.55 lacs as compared to Rs. 17772.17 lacs in the previous financial year. The company has earned a net profit of Rs. 588.42 lacs as against net profit of Rs. 673.42 lacs in the previous financial year.

CHANGE IN NATURE OF BUSINESS

No change in nature of business has taken place during the year under review.

DIVIDEND

The Board regrets its inability to recommend any dividend and propose to plough back profits of the Company for the growth of business of the Company7.

DETAILS OF SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has no Subsidiary, Joint Venture or Associate Company. No Company has become or ceased to be Subsidiary, Joint Venture or Associate Company during the financial year under review.

SHARE CAPITAL

During the year under review, the Company has neither issued any shares not granted any stock options or sweat equity. As on 31st March, 2021, the Company had no outstanding convertible instruments.

RESERVE

During the year under review, the Company has not transferred any amount to any Reserve.

FINANCE:

Cash and cash equivalents and bank balances as at March 31, 2021 was Rs. Rs.349.41 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.

DEPOSITS

During the year under review, your Company has not accepted any deposits covered under chapter V of the Companies Act, 2013 & section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has no deposit which is not in compliance with the provisions the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not made any loans, guarantees and investments which are governed by the provisions of section 186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

INTERNAL AUDITORS

Pursuant to the recommendation of the Audit Committee M/s Midha & Khurana were appointed Internal Auditors of the Company by the Board of Directors in their meeting held on 12th February, 2021 to conduct the internal audit for the period ended 31st March, 2021. The Interned Audit Reports received from the Internal Auditors were reviewed by the Audit Committee from time to time

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements, which is commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no material weakness was observed. The Company also has Budgetary Control System and Management Information System which are backbone of the Company for ensuring that your Company’s assets and interests are safeguarded.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Company had constituted a Corporate Social Responsibility (CSR) Committee and approved Corporate Social Responsibility Policy.

Details about the CSR policy is available on our website, http; / /www.ribatextiles.com/.

The annual report on our CSR activities is appended as Annexure II to the Boards report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed herewith marked as Annexure I to this Report.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ravinder Kumar Garg, Chairman & Whole-time Director of the Company Expired on 15th May, 2021. The Board places on record its deep appreciation for the contributions made by him as a member of the Board.

Mrs. Asha Garg (DIN: 06987609) was appointed as Chairperson & Whole time Director on 02nd June, 2021 and Mr. Shyam Sunder Miglani (DIN: 09278229) is proposed to be appointed as independent Director.

Mr. Suraj Mai (DIN: 07452218) Independent Directors of the Company resigned on 28th February, 2021 due to some personal reasons.

At present, The Board of Directors consists of members, comprising of three independent directors and three promoter directors. Other than above During the Year under review, no changes have taken place in the Directors and Key Managerial Personnel.

Brief resume of the Directors proposed to be appointed/reappointed, the nature of their expertise in specific functionalareas and the names of the companies in which they hold the directorship and Chairmanship / Membership of BoardCommittees etc. are provided in the Notice to Members and report on Corporate Gover- -nance forming part of this Annual Report.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

As per the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Asha Garg (DIN: 06987609) Chairperson 8s Whole -time Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment.

Mrs. Asha Garg (DIN: 06987609) Chairperson & Whole-time Director, Mr. Amit Garg (DIN No. 00202171), Managing Director and Mr. Nitin Garg (DIN No. 00202179), Mr. Rajnish Mittal, Chief Financial Officer and Ms. Neha Dubey, Company Secretary, are the Key Managerial Personnel of the Company.

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis, which form part of this Report, are set out as Annexure VI & Annexure VII, together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF BOARD MEETING

The Board of Directors met 08 (Eight) times during the year, the details of which are provided in the Corporate Governance Report.

BOARD LEVEL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and SEBI LODR, 2015, annual evaluation of Board, Independent Directors, Non-Executive Directors, Executive Directors, and Committees was made. Performance of the Board w-as evaluated after seeking inputs from all the Directors on the basis of the criteria such as adequacy of its composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as composition of committees, terms of reference of committees, effectiveness of the committee meetings, participation of the members of the committee in the meetings etc.

The Board and the Nomination and Remuneration Committee also carried out evaluation of the performance of individual directors on the basis of criteria such as attendance and effective participation and

contributions at the meetings of the Board and its committees, exercise of his/her duties with due & reasonable care, skill and diligence, etc.

In a separate meeting of the Independent Directors of the Company, performance of the non-independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated. The Chairman of the Meeting of the Independent Directors apprised the Board about the evaluation carried by it.

DIRECTOR S RESPONSIBILITY STATEMENT

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(f) 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year were on an arm’s length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders’ approval under Regulation 23 of the Listing Regulations. None of the transactions entered with related parties falls under the scope of Section 188(1) of the Act. Details of transactions with related parties as required under Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Aimexure III in Form AOC-2 and forms part of this Report.

The policy on Related Party Transactions as approved by the Board has been uploaded on the Company’s website www. r i b at ext il es. com. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The details pertaining to transaction with person or entity belonging to the promoter/promoter group in the Company is mentioned in the Standalone Financial Statement

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programmes are explained in the Corporate Governance Report.

CODE OF CONDUCT:

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy, including vigil mechanism to report genuine concerns of grievances, providing direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Whistle Blower Policy has been posted on the website of the Company http: / / www.ribatextiles. com /.

AUDITORS

1. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Ashwani k. Sindwani & co., (Firm Registration No. 021529N), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the twenty ninth annual general meeting (AGM) of the Company till the conclusion of the Thirty fourth AGM to be held in the year 2022.

In terms of the provisions of Section 139 (1) of the Companies Act, 2013 the Statutory Auditor has confirmed that they are not disqualified from continuing as Auditor of the Company. The financial statement of the Company for the year 2020-21 is part of Annual Report.

The Auditors’ Report does not contain any qualification, reservation or adverse remark calling for further explanation. During the year under review, the Statutory Auditors have not reported any incident related to fraud to the Audit Committee or the Board under Section 143(12) of the Act.

2. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. KJ & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2021. The Secretarial Audit Report is annexed as Annexure IV

In line with the Circular dated February 08, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended 31st March, 2021 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines, by the Company was issued by M/s KJ & Associates, Practicing Company Secretaries and filed with the Stock Exchanges on 30th June, 2021.

The Secretarial Auditors’ Report for the financial Year 2020-21, does not contain any qualification, reservation or adverse remark. This report is self-explanatory and doesn’t required any comment.

CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

A certificate from M/s. KJ & Associates. Company Secretaries, to the effect that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory authority is attached at the end of this report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is enclosed herewith as Annexure "V" to the Board’s report. Extract of Annual Return is also available on our website, www.ribatextiles.com .

RISK MANAGEMENT

The Company has a Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth, and at the same time mitigate other risks to maintain sustainable results. Under the framework, the Company has laid dowm a Risk Management Policy, which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Committee reviews the identified Risks and its mitigation measures annually.

COMPANYS POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is explained in the Corporate Governance Report forming part of this Report.

PARTICULARS OF EMPLOYEES

PARTICULARS PURSUANT TO SECTION 1971121 AND THE RELEVANT RULES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are as follows:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2020-21:

SI „ Name No. Nature of Directorship Ratio
1 Mr. Ravinder Kumar Garg Chairman& Whole-time Director 45.67:1
2 Mr. Amit Garg Managing Director 45.67:1
3 Mr. Nitin Garg Whole-time Director 45.67:1
4 Mrs. Asha Garg Executive Director 2.67:1

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2020-21:

SI No. Name Nature of Directorship % Increase
1 Mr. Ravinder Kumar Garg Ch airman & Whole-time Director 9.62%
2 Mr. Amit Garg Managing Director 9.62%
3 Mr. Nitin Garg Whole-time Director 9.62%
4 Mr. Rajnish Mittal CFO 5.71%
5 Ms. Neha Dubey CS 0.00%

iii. The percentage increase in the median remuneration of employees in the financial year 2020-21: 4%.

iv. The number of permanent employees on the rolls of Company: 266 as on 31st March, 2021.

v. The explanation on the relationship between average increase in remuneration and Company performance:

The Turnover for the financial year ended 31st March, 2021 Increased by7 7.21% whereas the increase in median remuneration is 4%. The average increase in median remuneration was in line with industry benchmark and performance of the Company.

vi. comparison of the remuneration of the key managerial personnel against the performance of the Company:

The Turnover for the financial year ended 31st March, 2021 increased by 7.21% whereas there increase in remuneration of Key Managerial Personnel was 5.71%. The increase in remuneration was in line with industry benchmark and performance of the Company.

vii. Affirmation that the remuneration is as per the Remuneration Policy of the Company: Yes

viii. Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year: The Company has not made any public offer after initial public offer.-

ix. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 12% and its comparison with the percentile increase in the managerial remuneration was 10% and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

x. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

Name CTC (Rs. In lakhs) PAT (Rs. In lakhs) PAT Increase/(Decrease) in %
Mr. Ravinder Kumar Garg 142.50 588.42 (0.1699)%
Mr. Amit Garg 142.50
Mr. Nitin Garg 142.50
Mr. Rajnish Mittal 6.66
Ms. Neha Dubey 3.42

xi. The key parameters for any variable component of remuneration availed by the Directors: There was no variable component paid to the Managing Director.

xii. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

There was no employee who received remuneration in excess of the remuneration of highest paid director.

xiii. During the year under report the Company had no employee employed for the whole or the part of the year who was in receipt of remuneration prescribed under rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCE

Your Company firmly believes that human resources are its most valuable asset and growth wheel With focus on nurturing and retaining talent, the Company provides avenues for learning and development through functional, behavioral and leadership training programs, knowledge exchange conferences, communication channels for information sharing. Currently, your Company is managing a pool of 266 people across all the locations.

DETAILS OF NUMBER OF CASES FILED. IF ANY. AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL! ACT, 2013

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has also framed policy on "Prevention of Sexual Harassment’ at the workplace. We follow’ a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land wherever we operate.

No cases/complaints of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were reported to the Board.

COMMITTEES OF THE BOARD

Currently, the board has four Committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee and the Stakeholders Relationship Committee. The majority of the members of these committees are Independent and non-executives.

A detailed note on the composition of the board and other committees is provided in the corporate governance report section of this annual report.

CEO AND CFO CERTIFICATION

Pursuant to the Listing Regulations, CFO certification is attached with the Annual Report. The Managing Director & the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of the Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Board of Directors affirms that during the Financial Year 2020-21, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.

LISTING OF EQUITY SHARES

The equity shares of your company are listed on Bombay Stock Exchange Limited (BSE). The Annual Listing Fees for the year 2020-21 was paid within the scheduled time to the Bombay Stock Exchange.

TRANSFER OF SHARES

As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.

DETAILS IN RESPECT OF FRAUDS <OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT! REPORTED BY THE AUDITORS UNDER SECTION 1431121 OF THE COMPANIES ACT

No frauds were reported by auditors under sub-section (12) of Section 143 of the Companies Act, 2013. ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from Company’s employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Company.

By order of the Board of Directors
For Riba Textiles Limited
Place : Panipat Sd/-
Asha Garg
Date : 04.09.2021 Chairperson & Whole-time Director
DIN: 06987609