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Rubfila International Ltd
Industry :  Miscellaneous
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As on: May 30, 2023 12:25 PM



It is our pleasure to present the 29th Annual Report and the audited Annual Accounts for the year ended 31st March 2022.The consolidated performance of the company and its subsidiary has been referred to wherever required.

Financial Results

The Summarized standalone and consolidated results of your company and its subsidiary are given in the table below: -

(Rs. In lakhs)

Particulars Financial Year ended
Standalone Consolidated
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Revenue from Operations 41665.32 27005.14 47674.57 32294.03
Other Income 397.61 181.28 462.11 258.36
Total Income 42062.93 27186.42 48136.68 32552.39
Operating Expenditure 35517.72 22661.98 41182.75 27390.25
Operating Profit Before Depreciation, Interest and Tax 6545.21 4524.44 6953.93 5162.14
Finance Cost 4.27 3.55 22.04 25.39
Depreciation and Amortization Expenses 563.27 496.19 719.82 631.64
Profit Before Exceptional Items 5977.67 4024.70 6212.07 4505.11
Exceptional Items 197.44 - 197.44 -
Profit Before Tax 5780.23 4024.70 6014.63 4505.11
Tax Expenses
a) Current Tax 1354.18 962.02 1416.77 1093.54
b) Deferred Tax 121.90 37.22 133.51 68.88
Profit after Tax 4304.15 3025.46 4464.33 3342.69
Other Comprehensive Income 50.77 -68.96 60.08 -67.50
Share of Net profit of Associates using Equity Method - - - -
Non-Controlling Interest - - - -
Total Comprehensive Income 4354.92 2956.50 4524.43 3275.19
Basic EPS 8.02 5.76 8.34 6.38
Diluted EPS 8.02 5.71 8.34 6.33

Performance Review:

Rubfila International Ltd

The year started with huge head winds due to lockdown in the country on account of the second wave of Covid and there was uncertainty all around the business world. The medical as well as the social infrastructure came under severe strain across the country during this period and every section of the society went through difficulties. The crisis led to employment losses, stress in economy and the business prospects looked very dim during the first quarter

By the middle of the year, Covid was slowly ebbing and economy started rebounding but in a varied degree in different countries. As per the World Economic Outlook by International Monetary Fund (IMF) published in October 2021, though the economy recovered, the momentum had slowed. The biggest impact came in the form huge disruptions in the global supply chains leading to high inflationary trends in the prices of all inputs. This led the governments and central banks across all the countries trying to rein in the inflation affecting the common man on the street, by increasing the interest rates.

There were cost escalation in all areas whether for raw materials, packaging materials, local logistics, container charges etc, but only a portion of this could be transferred to the customers. This remained the situation throughout the year, but prices are expected to soften from the second half of the next financial year.

Despite such a grim situation, it is commendable that the year ended on a positive note with the sales growing by more than 50% as compared to the previous year. The revenue for the financial year ended March 31, 2022 was Rs. 41,665.32 lakhs, a growth by 54.29% compared to Rs.27,005.14 lakhs in the previous year. The profit after tax (PAT) also grew by 42.26% to Rs.4304.15 lakhs from Rs.3025.45 lakhs in the previous year.

Rubfila crossed further milestones in the form of commissioning of two new lines, one in the month of September 2021 and the next one in the month of March, 2022 adding 5000 MT to its annual capacity and the total installed capacity currently stands at 25000 MT. With this additional capacity, the company plans tapping into the international market and carve a higher market share for itself.

Premier Tissues India Ltd:

Premier Tissues India Ltd (PT), the wholly owned subsidiary of RIL, continues to be a significant player in the tissue paper industry. PT also faced severe constraints due to huge hike in prices of raw materials like waste paper, packaging etc. With schools and offices not functioning, availability of waste paper came down drastically leading to huge price increases.

The sale in the first quarter was affected due to lockdown, but recovered during the remaining part of the year and the sales was closed at higher level than the previous one. But challenges remained throughout the year due to constraints in raw material availability as well as profitability. The industry consists of a disproportionate number of unorganized players and for this reason, the leeway available for passing on the increase in costs to the market was limited affecting profitability.

The standalone sales of the company for the financial year 2022 was 7. 6010.25 lakhs as compared to Rs.5289.39 lakhs for the previous year. The hike in raw material prices, packaging and other overheads led to lower profits of 7161.19 lakhs compared to 7 317.72 lakhs in the previous year.

South Indian states continue to be the major market for Premier products, with the presence of the brand in other parts of the country not at the desired level. Sales network extension is happening in a progressive manner in those areas by appointing new sales team members and distributors and the results are expected to follow in the near future.

As a part of enhancing the business potential, Premier has entered into home care product segment with products like dish washing liquid/bar, floor cleaner, toilet cleaner, detergent pow- der/bar etc. These segments are seeing a healthy growth as per market studies and the company plans to tap into this growing category. The products have been soft launched in Kerala and the response has been encouraging for a new brand. A sales team has been put in place and distributors are being appointed and the company is optimistic about the results from this foray.

Consolidated Figures:

The consolidated revenue from operations for the year was Rs. 47,674.57 lakhs and the profit before tax at Rs. 6,014.63 lakhs. On consolidated basis, Rubfila along with the subsidiary earned a Profit after Tax of Rs. 4,464.35 lakhs for the year 2021-22.

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 and Transfer to Reserves

Your Directors have recommended a dividend of 35% (Rs.1.75 per Share of face value Rs.5/-) for the year subject to the approval of shareholders at the ensuing Annual General Meeting. This will result in total payout for the year 2021-22 of Rs.949.68 lakhs as compared to Rs.705.48 lakhs in 2020-21.

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 on its website viz., www.rubfila.com and on website of the Ministry of Corporate Affairs viz., 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 2014-15 will be transferred to IEPF during the Financial Year 2022-23.

As on March 31,2022, the unclaimed amounts with respect to the dividend are as under:

Particulars Unclaimed Amount (in lakhs) Date of transfer to the Investor Education and Protection Fund (IEPF)
Dividend FY 2014-15 21.59 25-10-2022
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

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 2022, the gross fixed assets of the company stand at Rs. 19,573.64 lakhs and net fixed assets at Rs. 12,691.36 lakhs. Capital additions during the year amounted to Rs. 3,034.30 lakhs, which include addition to Land Rs. 1.55 lakhs, Building Rs.723.14 lakhs, Plant & Machinery and other assets amounting to Rs. 2,309.61 lakhs and Capital Work in Progress of Rs.297.83 lakhs.

Future Prospects

Rubfila International Ltd

Inner wear as a segment has been growing for the past many years in India and internationally. The per capita consumption of innerwear in the country is estimated to be very low and with the increase in income levels of people in the past few years, there has been an increase in the per capita metric. This has been one of the major reasons for the growth and your company had taken the right steps at the right time in tapping into this growth.

Rubfila continues to explore growth in its core business of rubber threads though there are fresh challenges happening in the form of added capacities from other existing players as well as prospective entry by new players. Growth of spandex as an alternate material is another challenge the industry is facing since it can eat into the existing as well as the growth happening in the market.

With the scale of operations reaching almost at par with the larger international players, your company is geared up to face challenges in the industry and looks forward to becoming one of the top three players internationally.

Though challenges remain in the near term, your company is well poised to face those considering the cost benefits it can leverage owing to the enhanced capacities.

Premier Tissues (Indi) Ltd

Premier has plans to extend its presence to more areas around the country where it is not present today. For that, more members are added to the sales team and distributors are being appointed. The added focus on the regions in addition to the South India is expected to bring in more business. The company is confident to have an enhanced topline in the coming financial year, though the profitability could be affected due to the increase in raw material prices.

By entering the home care segment which is seeing high growth, your company expects to have a healthy lift in topline.

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 2022.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Listing on Stock Exchanges

Your company's shares are listed on the BSE Ltd. The company has paid Listing Fee for the year 2022-23.

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), Mrs. 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 during the year.

A note on the familiarizing programme adopted by the company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity. 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 23-03-2022 to review the performance of the Non-executive directors, Chairman of the company and performance of the Board as a whole

Particulars of Loans, guarantees or investments

Pursuant to Section 186 of the Companies Act, 2013 your company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provide security in connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

The Company's investment in its subsidiary (net of provisions) stood at Rs. 3200.14. as at March 31, 2022. 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.


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 compliance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder and according to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All transactions entered into with the Related Parties during the financial year under the review were on an arm's length basis and were in the ordinary course of business.

Other than the above, there are no materially significant Related Party transactions made by the company with its Promoters, Directors, Management or their relatives that could have had a potential conflict with the interests of the company at large.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. Prior approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. 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 same. 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. Dat- tani (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 Rs.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), Mrs. 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. Bharat J Dattani (DIN 00608198) 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 27-09-2022.

None of the Directors of your company are disqualified for being appointed as directors, as specified in Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

The Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Act and the Rules made thereunder and are independent of the Management.

Mr. G. Krishna Kumar, (DIN 01450683) Managing Director (Executive) and Mr. N N Parameswaran, Company Secretary and the Chief Financial Officer are the KMPs of the Company.

Performance Evaluation

The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 stipulates the performance evaluation of the directors including Chairman, the Board and its committees. The company has devised a policy for performance evaluation of the Board, committees and other individual directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc, which is in compliance with applicable laws, regulations and guidelines.

Annual performance evaluation was carried out for the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

Policy on Nomination and Remuneration and Performance evaluation of Directors, KMP and Senior Management Personnel:

Policy in accordance with the provisions of Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the company oversees the implementation of the Nomination and Remuneration Policy. This Policy prescribes for the criteria for determining the qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, Key Managerial Personnel, senior management employees including functional heads and other employees. The Nomination and Remuneration Policy of the company is available on the website of the company in the following weblink: 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 case.

h. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendments), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy accordingly.


Statutory Auditors

Shareholders in their meeting held on 15-09-2017 appointed M/s. Cyriac & Associates, Chartered Accountants (Firm Registration No. 014033S.) as Statutory Auditors of the company for a term of 5 years to hold office from the conclusion of 24th Annual General Meeting until the conclusion of 29th Annual General Meeting. Accordingly, M/s. Cyriac & Associates, Statutory Auditors, retires at this Annual General Meeting.

Board of Directors recommend M/s. Mohan & Mohan Associates, Chartered Accountants, Thi- ruvananthapuram 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 this 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, 2022. 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 designated person submitted the disclosures in Form C for the sale of 340 shares and the Company submitted necessary returns to the Exchange. Further, Company has filed the report for violations related to the code of conduct under SEBI (PIT) Regulations, 2015.

3) Two Independent Directors represented that they have taken steps for registration with the Data Bank of Indian Institute of Corporate Affairs.

Cost Auditors

M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2021-22. The remuneration payable for the Financial Year 2022 - 23 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 2021 - 22.


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 31,2022, 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://rub- fila.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 2021-22 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 2021-22.

i) Material changes and commitments affecting the financial position of the company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the company occurred between the end of the Financial Year to which this financial statement relate and the date of report.

The company continues to be cautious on Covid and its impact on the people and safeguard measures are in place as per the directives/guidelines/circulars issued by the Central Government and the respective State Government(s) from time to time.

Significant or Material Orders passed by Regulators / Courts / Tribunals

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Subsidiaries, Joint Ventures and Associate Companies

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the company has prepared its Consolidated Financial Statement including its subsidiary Premier Tissues (India) Limited which is forming part of the Annual Report.

Further, pursuant to the provisions of Sec 136 of the Act, the standalone financial statements (including consolidated) of the company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries/ associates are available on the website of the company.

A Report on the salient features of the financial statements of Subsidiaries/ Associate Companies/ Joint Ventures prepared in form AOC-1 is provided as Annexure - A.

There are no companies which have ceased to be its Subsidiaries, joint ventures or associate companies during the year under review

The Annual Audited Accounts of the Subsidiary company and the related detailed information will be made available to the Shareholders of the company at the Registered Office of the company and on the company website www.rubfila.com under the section Investor Relations.

Internal Financial Controls

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended

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, 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 from the Secretarial Auditors of the company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Issue of Sweat Equity Shares

The company has not issued Sweat Equity Shares during the year under review and hence the disclosure as required under Section 54 read with rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

Equity Shares with Differential Voting Rights

The company has not issued Equity Shares with differential voting rights and hence the disclosure as required under Section 43 read with rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

Change in nature of business by the subsidiaries:

There are no significant changes in the nature of business carried on by the subsidiaries of the company wherein the impact of such changes is 10% or more of the consolidated turnover or consolidated net worth of Rubfila International Limited.

Appreciation and Acknowledgement

The Board of Directors places on record its sincere thanks to the Government of India, various State Governments and regulatory authorities in India.

Your Directors acknowledge with gratitude the co-operation and assistance given by Kerala State Industrial Development Corporation Ltd, M/s. Integrated Registry Management Services Pvt Ltd, and other agencies of the Central and State government and Stock Exchanges for their wholehearted support.

The Directors record their sincere gratitude to the company's shareholders, esteemed customers and all other well-wishers for their continued patronage.

Your Directors also wish to place on record the sincere appreciation of services rendered by the employees at all the levels for the company's success.

For and on behalf of Board of Directors
Hardik B Patel
Palakkad. DIN 00590663
11-08-2022 Chairman