DIRECTORS' REPORT
To,
The Members R & B Denims Limited
Your directors take pleasure in presenting the 15th Annual Report on the
business and operations of your company together with the audited financial statements for
the financial year ended 31st March, 2025.
FINANCIAL HIGHLIGHTS
|
|
|
|
(Rs. in Lakhs) |
Particulars |
Standalone |
Consolidated |
|
For the year Ended 31-03-2025* |
For the year Ended 31-03-2024* |
For the year Ended 31-03-2025* |
For the year Ended 31-03-2024* |
Revenue from operations |
23,613.76 |
26,226.44 |
36,678.27 |
34,905.12 |
Other Income |
1,183.42 |
274.84 |
1,609.73 |
312.88 |
T otal Revenue |
24,797.18 |
26,501.29 |
38,288.00 |
35,218.01 |
Profit/ (loss) before tax and Exceptional Items |
2,738.14 |
2,452.29 |
3,704.41 |
2,996.45 |
Exceptional Items |
1.55 |
38.11 |
16.87 |
38.11 |
Profit/ (loss) before Taxation |
2,739.69 |
2,490.39 |
3,721.27 |
3,034.56 |
- Current Tax |
(692.66) |
(594.32) |
(1,008.97) |
(815.87) |
- Deferred Tax |
45.20 |
(23.32) |
36.69 |
(21.03) |
- Short Provision for Income Tax expense relating to prior Year |
(0.38) |
|
(1.59) |
|
Net Profit/ (Loss) for the Year |
2,091.85 |
1,872.75 |
2,747.40 |
2,197.65 |
Other Comprehensive Income for the Year, Net of Tax |
4.38 |
(0.03) |
9.26 |
6.31 |
Total Comprehensive Income for the Year |
2,096.22 |
1,872.72 |
2,756.66 |
2,191.34 |
*Figures regrouped and rounded off wherever necessary
The company discloses financial results on quarterly basis of which results are
subjected to limited review and publishes audited financial results on an annual basis.
The financial statements as stated above are also available on the company's website
www.rnbdenims.com.
STATE OF COMPANY'S AFFAIRS
Standalone figures
During the current year, your company recorded total revenue of Rs. 23,613.76 Lakhs
against Rs. 26,226.44 Lakhs in the previous year, representing a decrease of 9.92% during
the year but Net Profit for the year 2024-25 stood at Rs. 2,091.85 Lakhs as compared to
Rs. 1,872.75 Lakhs in financial year 2023-24 which has increased by 11.69%
Consolidated figures
During the current year, your company recorded total revenue of Rs. 36,678.27 Lakhs
against Rs. 34,905.12 Lakhs in the previous year, representing an increase of 5.08% during
the year and Net Profit for the year 2024-25 stood at Rs. 2,747.40 Lakhs as compared to
Rs. 2,197.65 Lakhs in financial year 2024-25 which has increased by 25.02%.
A detailed analysis on the company's performance is included in the "Management's
Discussion and Analysis" Report, which forms part of this Report.
ROAD AHEAD
Our vision is to become one of the top-quality denim manufacturers and move towards
sustainable growth. Our priorities are as follows:
• Focus on increasing production
• Maintaining Price Competitiveness
• Moving up the value chain - Expanding the product line under own brand
We are very excited to enter into the new phase of growth and will continue to invest
in our capabilities to increase our presence prudently and create value for the
shareholders. The company has set up a garmenting establishment in house as a part of its
expansion plans, adding value to its business. We would like to be thankful to the entire
stakeholder for being part of the journey.
DIVIDEND
Keeping in mind the overall performance and outlook for your company, your Board of
Directors recommend that this time the company is not declaring dividends as the company
requires funds for its business expansion. Your directors are unable to recommend any
dividend for the year ended 31st March, 2025.
UNCLAIMED DIVIDEND
There is no balance lying in unpaid equity dividend account.
TRANSFER TO RESERVE
Considering the financial position of the company; company has not transferred any
amount to its General Reserve for the financial year 2024-25.
MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
There have been no material changes occurred between the end of the financial year of
the company to which the financial statements related and the date of the report, which is
affecting the financial position of the company except for the following:
The company has acquired 67% equity stake of Ricon Textile Limited (Formerly known as
Ricon Textile Private Limited) for an aggregate consideration of Rs. 3.35 crore w.e.f. 01st
April, 2025 and thus, the latter company became subsidiary of the former company.
The company has set up a garmenting establishment in house as a part of its expansion
plans, adding value to its business. It commenced the commercial production of the
aforesaid business from 10th April, 2025 at its existing unit located at- Block No. 467,
Sachin Palsana Road, Palsana, Surat-394315, Gujarat, India.
SHARE CAPITAL
As on 31st March, 2025 the share capital of the company was as under:
Authorized Share Capital:
12,75,00,000 Equity Shares of Rs. 2/-
Each for Rs. 25,50,00,000/-
Issued, Subscribed and Fully Paid Up:
8,99,73,440 Equity Shares of Rs. 10/-
Each for Rs. 17,99,46,880/-
There has been no change in the equity share capital of the company during the year.
DEPOSITS
During the year, company has not accepted any deposits from public within the meaning
of the Section 73 of the Companies Act, 2013 and rules made thereunder.
ANNUAL RETURN
As per the requirements of Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the extract of the Annual Return
for FY 2024-25 is uploaded on the website of the company and the same is available at
https:// www.rnbdenims.com/annual-return.
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 was no significant material order passed by the regulators or courts or tribunals
impacting the going concern status and company's operation in nature.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The company has in place a robust process for approval of related party transactions
and on dealing with related parties. The material related party transactions approved by
the members of the company are also reviewed/ monitored on quarterly basis by the audit
committee of the company as per Regulation 23 of the Listing Regulations and Section 177
of the Companies Act, 2013.
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and
arrangements with related parties under section 188 of the Companies Act, 2013 entered by
the company during the financial year, were in ordinary course of business and at arm's
length basis. Details of the related party transactions made during the year are attached
as Annexure-1 in Form AOC-2 for your kind perusal and information.
The policy on related party transactions and on dealing with related party transactions
as approved by the board is available on the company's website and can be accessed at -
https://www.rnbdenims.com/uploads/reports/policies/10 related-party-transaction-policy.pdf
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of
Association of the company, Mr. Amit Dalmia, Managing Director (DIN: 00034642) and Mr.
Ankur Mangilal Borana, Executive Director (DIN:01091164) are liable to retire by rotation
and being eligible has offered themselves for re-appointment at the ensuing Annual General
Meeting.
Mr. Mrs. Nitika Abhishek Soni (DIN:10708045) is proposed to be regularized as a
Non-Executive Independent Director in the ensuing Annual General Meeting.
Based on the confirmations received from directors, none of the directors are
disqualified from appointment under Section 164 of the Companies Act, 2013. The company's
policy on appointment and remuneration of directors and Key Managerial Personnel is
available at the web link https://www.rnbdenims.com/uploads/reports/policies/3
nomination-and-remuneration-policy.pdf
The name of Directors and KMP as on 31st March, 2025:
Name of Directors/KMP |
Category & Designation |
Appointment Date |
Change in Designation |
Resignatio n Date |
Mr. Amit Dalmia |
Executive Managing Director |
17/11/2010 |
30/03/2025 |
- |
Mr. Deepak Dalmia |
Executive Whole-time Director |
17/11/2010 |
03/01/2014 |
- |
Mr. Nirmit Dalmia |
Executive Whole-time Director |
30/09/2024 |
- |
- |
Mr. Rajkumar Mangilal Borana |
Executive Director |
17/11/2010 |
05/03/2025 |
- |
Mr. Ankur Mangilal Borana |
Executive Director |
17/11/2010 |
05/03/2025 |
- |
Mrs. Anita Pankaj Jain |
Non-Executive Independent Director |
27/12/2017 |
15/06/2023 |
- |
Mr. Kanav Sham Sunder Arora |
Non-Executive Independent Director |
01/09/2023 |
29/09/2023 |
- |
Ms. Radhika Arun Kanodiya* |
Non-Executive Independent Director |
01/09/2023 |
29/09/2023 |
- |
Mr. Krishna Omprakash Agarwal |
Non-Executive Independent Director |
01/09/2023 |
29/09/2023 |
- |
Mr. Arvind Kumar Rathi |
Non-Executive Independent Director |
30/09/2024 |
- |
- |
Mr. Parkin Khushmanbhai Jariwala |
Chief Financial Officer |
19/03/2019 |
- |
- |
Mrs. Sujata Chirag Dudharejiya |
Company Secretary |
27/01/2024 |
- |
- |
*Ms. Radhika Arun Kanodiya has resigned from the company w.e.f. 15th May,
2025.
**Appointment of Mrs. Nitika Abhishek Soni has been made after the completion of
financial year 202425 w.e.f. 15th May, 2025 as an Additional Independent
Director.
The following changes have been made to the Directors and KMP of the company during the
year:
a) Mr. Nirmit Dalmia has been appointed as Whole-Time Director of the company w.e.f. 30th
September, 2025
b) Mr. Arvind Kumar Rathi has been appointed as Non-Executive Independent Director of
the company w.e.f. 30th September, 2025
c) The designation of Mr. Rajkumar Mangilal Borana was changed from "Managing
Director" to "Executive Director" w.e.f. 05th March, 2025
d) The designation of Mr. Ankur Mangilal Borana was changed from "Whole-time
Director" to "Executive Director" w.e.f. 05th March, 2025
e) The designation of Mr. Amit Dalmia was changed from "Whole-time Director"
to "Chairman and Managing Director" w.e.f. 05th March, 2025 pursuant
to approval of members in Extraordinary General Meeting held on 31st March,
2025
NUMBER OF MEETING HELD DURING THE YEAR
The details of all meeting of board of directors and committee meeting had taken place
during the year and their detailed composition along with their attendance forms the part
of corporate governance report as given in Annexure-2.
The following meetings of the board of directors were held during the financial year
2024-25:
Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
1. |
10-04-2024 |
8 |
8 |
2. |
15-05-2024 |
8 |
8 |
3. |
27-06-2024 |
8 |
8 |
4. |
05-07-2024 |
8 |
8 |
5. |
14-08-2024 |
8 |
8 |
6. |
03-09-2024 |
8 |
8 |
7. |
18-09-2024 |
8 |
8 |
8. |
07-10-2024 |
10 |
10 |
9. |
14-11-2024 |
10 |
10 |
10. |
26-12-2024 |
10 |
10 |
11. |
01-02-2025 |
10 |
10 |
12. |
14-02-2025 |
10 |
10 |
13. |
05-03-2025 |
10 |
10 |
14. |
21-03-2025 |
10 |
10 |
COMPOSITION OF BOARD AND ITS COMMITTEE
The detail of the composition of the board and its committees thereof and detail of the
changes in their composition if any is given in Annexure-2 in the corporate
governance report. The composition of the board and its committee is also available on the
website of the company at https://www.rnbdenims.com/management and
https://www.rnbdenims.com/committees-bod
STATUTORY AUDITORS
The members at the 14th Annual General Meeting of the company held on 30th
September, 2024, had appointed M/s. R P R & Co., Chartered Accountants (Firm
Registration No. 131964W) as the Statutory Auditor of the company to hold office for a
term of five years i.e., from the conclusion of the 14th Annual General Meeting until the
conclusion of the 19th Annual General Meeting. Thus, no further action is required in this
regard.
COMMENTS ON AUDITOR'S REPORT
The notes referred to in the auditor report are self-explanatory and they do not call
for any further explanation as required under section 134 of the Companies Act, 2013.
INTERNAL AUDITOR
M/s Mahesh Kumar Mittal & Co., Chartered Accountants (FRN: 127309W) were appointed
as internal auditor by the board of directors of the company, upon recommendation of audit
committee, for the term of five years from financial year 2024-25 to 2028-29 in the board
meeting held on 05th July, 2024. The internal auditor report, their findings on
the internal audit of the company shall be presented to the audit committee on quarterly
basis. The scope of internal audit is approved by the audit committee.
COST AUDITOR
M/s. V. M. Patel & Associates, Cost Accountant, Surat were appointed as the
cost auditor of the company for the financial year 2024-25 in the board meeting held on 15th
May, 2025 after obtaining his willingness and eligibility letter for appointment as cost
auditor of the company.
SECRETERIAL AUDITOR
Your board had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as
Secretarial Auditor of the company for the financial year 2024-25.
Your board, based on the recommendation of Audit Committee, proposed for the approval
of members in this Annual General Meeting, appointment Mr. Bhaveshkumar Arjunkumar Rawal,
Company Secretary in practice, (FCS: 8812, COP: 10257) and a Peer Reviewed Company
Secretary, as the Secretarial Auditor of the company, for performing Secretarial Audit of
the company for a period of five consecutive years commencing from 01st April,
2025 till 31st March, 2030 in accordance with the amendment notified in
Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect from
01st April, 2025.
The secretarial report for the financial year 2024-25 is attached as Annexure-3.
The Secretarial Auditor's observation(s) in secretarial audit report and directors'
explanation thereto
• BSE Limited ("BSE") has imposed a fine of Rs. 2,360/- (Rupees Two
Thousand Three Hundred and Sixty only) (including GST) on the company for late submission
of Annual Secretarial Compliance Report in XBRL mode as required under Regulation 24A of
the SEBI Listing Regulations. The management hereby clarifies that the company has already
filed Annual Secretarial Compliance Report in PDF form on 30th May, 2024 which
is within due date, but due to validation error in XBRL utility the filing of Annual
Secretarial Compliance Report in XBRL mode was delayed by a day i.e. on 31st
May, 2024.
• Assistant Commissioner of Central Goods and Services Tax department, Gujarat has
imposed a penalty of Rs. 43,66,118/- (Forty-Three Lakh Sixty-Six Thousand One Hundred and
Eighteen Only) on January 01, 2025, which is required to be disclosed within 24 hours, the
same has been disclosed to BSE Limited on April 18, 2025. The management hereby inform
that the delay was due to the time required to conduct a thorough internal review of the
demand notice, including determining itsprima facie validity. The delay was inadvertent
and not intentional.
• The company was unable to comply with certain provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in
relation to its subsidiaries. As M/S. RB Industries and M/s. Ricon Industries have been
identified as subsidiary by the company, which are partnership firms, not required to
follow the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The management hereby clarifies that the identification of M/s. RB
Industries and M/s. Ricon Industries, partnership firms as subsidiaries was essential due
to the existence of common control. Non-identification of these entities as subsidiaries
would have resulted in the financial statements of the company not presenting a true and
fair view of its state of affairs. Furthermore, the company has endeavoured ad-verbatim
compliance with all applicable regulatory requirements in relation to its subsidiaries. As
the subsidiaries are partnership firm, hence few provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 cannot be
followed, which are pre-dominantly related to Board of Directors, due to non-existence of
Board.
• Below mentioned forms has been filed with ROC after due date with additional
fees.
Sr. No. |
Forms |
Purpose of form |
SRN |
Due Date of filing |
Date of filing |
1. |
AOC-4 XBRL |
Filing XBRL in respect of financial statement |
N11382918 |
29/10/2024 |
30/10/2024 |
2. |
MGT-14 |
Resolutions passed in pursuance of exercise of powers of
Board of Directors |
AB2511170 |
05/11/2024 |
29/01/2025 |
3. |
MGT-14 |
Authorisation investments by industries |
for RB |
AB2510547 |
13/12/2024 |
29/01/2025 |
The management hereby informs that they are developing strong systems for ensure timely
compliances.
LOANS, GUARANTEES AND INVESTMENT
With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and
investments made under section 186 of the Companies Act, 2013 form part of the notes to
the financial statements provided in this annual report.
DECLARATION BY INDEPENDENT DIRECTORS
The company has received declaration from all the independent directors duly signed by
them stating that they meet the criteria of independence as provided in section 149(6) of
the Companies Act, 2013 and Regulation 16 of SEBI (LODR) Regulations, 2015.
There has been no change in the circumstances affecting their status as Independent
Directors of the company so as to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act, 2013 and the relevant regulations.
All the independent directors have enrolled with the Indian Institute of Corporate
Affairs at Manesar. All the independent directors have cleared online self-assessment test
as conducted by the said institute.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent
Directors of the company have complied with the code of Independent Director. Independent
Directors met separately on 01st March, 2025 and 31st March, 2025 to
inter alia review the performance of NonIndependent Directors (Including the Chairman),
the entire Board and the quality, quantity and timeliness of the flow of the information
between the Management and the Board.
VIGIL MECHANISM
Your company has adopted a Whistle Blower Policy to provide a formal mechanism to the
directors and employees to report their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee. It
is affirmed that no personnel of the company have been denied access to the Audit
Committee. The Whistle Blower Policy has been posted on the website of the company at
https://www.rnbdenims.com/uploads/reports/policies/5 vigil-
mechanism-whistle-blower-policy.pdf
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013,
your directors hereby confirm:
A. That in preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures from the same;
B. That 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 as at 31st
March, 2025 and of the profit and loss of the company for that period;
C. That the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company for preventing and detecting fraud and other
irregularities;
D. That the directors had prepared the annual accounts on a 'going concern' basis; and
E. The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively;
F. The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL EVALUATION
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board
has carried out an Annual Evaluation of its own performance, performance of the directors
and the working of its committees based on the evaluation criteria defined by Nomination
and Remuneration Committee (NRC) for performance evaluation process of the board, its
committees and directors.
The performance evaluation of the board was evaluated by the board after seeking inputs
from all the directors on the basis of the criteria such as participation in decision
making; participation in developing corporate governance; providing advice and suggestion
etc.
The committees of the board were assessed on the degree of fulfilment of key
responsibilities, adequacy of committee composition and effectiveness of meetings.
The board reviewed the performance of the individual directors on the basis of the
criteria such as the contribution in decision making, contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive suggestions and advice in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
In separate meetings of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. Performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.
INTERNAL FINANCIAL CONTROL SYSTEM
The company has a well-placed, proper and adequate internal financial control system
which ensures that all the assets are safeguarded and protected and that the transactions
are authorized recorded and reported correctly. The internal audit covers a wide variety
of operational matters and ensures compliance with specific standard with regards to
availability and suitability of policies and procedures. During the year no reportable
material weakness in the design or operation were observed.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Companies Act, 2013 re-emphasizes the need for an effective internal financial
control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014
requires the information regarding adequacy of internal financial controls with reference
to the financial statements to be disclosed in the board's report. The detailed report
forms part of Independent Auditors Report.
CORPORATE GOVERNANCE
Your company has incorporated the appropriate standards for corporate governance. The
company has filed all the quarterly compliance reports on corporate governance within the
due time line to the Stock Exchange, as specified in Regulation 27(2) of the SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015 and all other Corporate Governance norms mentioned
under the said regulation dully complied by the company. Moreover, as per Regulation 34(3)
read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 company has given the Corporate Governance Report in Annexure-2 as
a part of its Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
With reference to Section 134(3)(m) of the Companies Act, 2013, the details of
conservation of energy, technology absorption and foreign exchange earnings and outgo are
as per Annexure-4.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company is committed to good corporate citizenship. As a part of its corporate
social responsibility, the company continues to undertake a range of activities including
healthcare, environment and education. The detailed CSR policy of the company is placed on
the website of the company at https://www.rnbdenims.com/uploads/reports/policies/15
csr-policy.pdf
Pursuant to the provisions of section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility) Rules 2014; the board has undertaken the CSR
activities as per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules,
2014. The details of CSR activities for the financial year 2024-25 forms part of this
Board report in Annexure-5.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements),
Regulation 2015, the Management Discussion and Analysis Report is given in Annexure-6.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure
pertaining to remuneration as required under section 197(12) of the Companies Act, 2013
read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules, 2016 are as per Annexure-7.
CEO/ CFO CERTIFICATION
In terms of Regulation 17(8) of the listing regulations, the CFO has certified to the
board of directors of the company with regard to the financial statements and other
matters specified in the said regulation for the financial year 2024-25. The certificate
received from CFO is attached herewith as per Annexure-8.
STATEMENT ON RISK MANAGEMENT
During the financial year under review a statement on risk management including
identification therein of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company as per the provisions of Section 134(3)(n) of
Companies Act, 2013; has been annexed in Annexure-9.
CODE OF CONDUCT
The board of directors has formulated and adopted Code of Conduct for Board of
Directors and Senior Management Personnel. During the year, board of directors and senior
management personnel has complied with general duties, rules, acts and regulations. In
this regard certificate from Managing Directors as required under Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by
the Board and the same is attached herewith as per Annexure-10.
Code of Conduct for Board of Directors and Senior Management Personnel is available on
below link: https://www.rnbdenims.com/uploads/reports/policies/7 code-of-conduct.pdf
COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF
CORPORATE GOVERNANCE
Corporate Governance is a set of process, practice and system which ensure that the
company is managed in a best interest of stakeholders. The key fundamental principles of
corporate governance are transparency and accountability. Company's core business
objective is to achieve growth with transparency, accountability and with independency.
Company has adopted various corporate governance standard and doing business in ethical
way by which company has enhance stakeholders trust, shareholders wealth creation by
improving shares valuation, market capitalization, etc.
A certificate received from M/s R P R & Co., Statutory Auditors of the company
regarding compliance of the conditions of Corporate Governance, as required under Schedule
V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached
herewith as per Annexure-11.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate
required under the listing regulations, confirming that none of the directors on the board
of the company has been debarred or disqualified from being appointed or continuing as
director of the company by SEBI/Ministry of Corporate Affairs or any such statutory
authority. The certificate is enclosed as Annexure-12.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
RB Industries and Ricon Industries, are material subsidiaries of the company and a
statement providing details of performance and salient features of their financial
statements, as per Section 129(3) of the Act, is annexed as "Annexure-13" to
this report.
After the end of financial year, M/s. Ricon Textile Limited (Formerly known as M/s.
Ricon Textile Private Limited) has become the subsidiary company w.e.f. 01st
April, 2025
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Our company goal has always been to create an open and safe workplace for every
employee to feel empowered, irrespective of gender, sexual preferences, and other factors,
and contribute to the best of their abilities.
The Internal Committee (IC) has been constituted as per the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes
external members from NGOs or with relevant experience. Half of the total members of the
IC are women. The role of the IC is not restricted to mere redressal of complaints but
also encompasses prevention and prohibition of sexual harassment.
The company did not receive any complaints on sexual harassment during the year 2024-25
and hence, no complaints remain pending as of 31st March, 2025.
The company has a Policy for Anti-Sexual Harassment and the same has been posted on the
website at https://www.rnbdenims.com/uploads/reports/policies/2
policy-for-anti-sexual-harassmentpdf
SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)
The company complies with all applicable mandatory secretarial standards issued by the
Institute of Company Secretaries of India (ICSI).
PREVENTION OF INSIDER TRADING
The company has adopted a Code of Internal Procedures and Conduct for Regulating,
Monitoring and Reporting of trading by insiders and Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive with a view to regulate trading in
securities by the directors and designated employees of the company. The code requires
pre-clearance for dealing in the company's shares and prohibits the purchase or sale of
company shares by the directors and the designated employees while in possession of
unpublished price sensitive information in relation to the company and during the period
when the trading window is closed. The board is responsible for implementation of the
code.
The company has a Prohibition of Insider Trading Policy and the same has been posted on
the website of the company at below mentioned link:
https://www.rnbdenims.com/uploads/reports/policies/14 prohibition-of-insider-trading-
policy.pdf
The company also has policy for leak of unpublished price sensitive information
("UPSI") and the same has been posted on the website of the company at below
mentioned link: https://www.rnbdenims.com/uploads/reports/policies/16
policy-for-procedure-of-inquiry-in-case- of-leak-or-suspected-leak-of-upsi.pdf
MAINTENANCE OF COST RECORDS
The company is required to maintain cost records as specified by central government
under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records
are made and maintained.
FRAUD REPORTING
During the year under review, no fraud has been reported by Auditors under Section
143(12) of the Companies Act, 2013.
INSURANCE
All the properties and the insurable interest of the company including building and
stocks wherever necessary and to the extent required have been adequately insured. The
company keeps reviewing the insurance amount every year as per requirement.
RESEARCH & DEVELOPMENT
Research and Development is important for businesses because it provides powerful
knowledge and insights, leads to improvements to existing processes where efficiency can
be increased and costs reduced. It also allows businesses to develop new products and
services to allow it to survive and thrive in competitive markets. The benefits of
research & development extend into entire sectors as well as positively impacting the
wider economy. A sector that invests heavily in this will develop and achieve more,
including providing real-world benefits to people. The company believes that technological
obsolescence is a reality. Only progressive research and development will help us to
measure up to future challenges and opportunities. We invest in and encourage continuous
innovation. During the year under review, expenditure on research and development is not
significant in relation to the nature size of operations of company.
STATUTORY INFORMATION
The company being basically engaged into the manufacturing of quality denim products
and is the member of BSE Mainboard Platform. Apart from this business, the company is not
engaged in any other business/activities.
CREDIT RATING
The details of the credit ratings awarded to the company are provided in the Corporate
Governance Report forming part of the Integrated Annual Report.
OTHER DISCLOSURES
There are no proceedings initiated/ pending against your company under the Insolvency
and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or
Financial Institution.
CYBER SECURITY INCIDENT
During the year, there are no incidents of cyber security breach reported.
CAUTIONARY STATEMENT
Statements in this report and its annexures describing company's projections,
expectations and hopes are forward looking. Though, these are based on reasonable
assumption, their actual results may differ.
APPRECIATION
Your directors place on records their deep appreciation to employees at all levels for
their hard work, dedication and commitment and express their sincere thanks and
appreciation to all the employees for their continued contribution, support and
co-operation to the operations and performance of the company.
ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation of the co-operation and
assistance received from shareholders, bankers, regulatory bodies and other business
constituents during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the commitment displayed by all executives, officers
and staff, resulting in successful performance of the company during the year.
Date: 11th July, 2025 |
For and on behalf of the Board of Directors |
Place: Surat |
R & B Denims Limited |
|
Sd/- |
|
Amit Dalmia |
|
Chairman & Managing Director |
|
DIN:00034642 |
