Directors Report of Rubfila International Ltd.

Mar 31, 2025

It is our pleasure to present the 32nd Annual Report and the audited Annual Accounts for the
year ended 31st March 2025.The consolidated performance of the company and its subsidi¬
ary 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: -

	Financial Year ended
Particulars	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	46,840.78	38,601.83	55041.28	46,979.54
Other Income	482.58	609.08	613.12	754.64
Total Income	47,323.36	39,210.91	55,654.40	47,734.18
Operating Expenditure	43,081.62	35,836.37	50,569.01	43,381.00
Operating Profit Before Depreciation, Interest and Tax	4,241.74	3,374.54	5,085.39	4,353.18
Finance Cost	0.72	0.29	12.33	31.96
Depreciation and Amortization Expenses	895.03	881.88	1,096.57	1060.83
Profit Before Exceptional Items	3,345.99	2,492.37	3,976.49	3260.39
Exceptional Items	-	-	-	-
Profit Before Tax	3,345.99	2,492.37	3,976.49	3260.39
Tax Expenses
a) Current Tax	757.13	458.86	920.03	654.05
b) Deferred Tax	124.34	128.39	112.60	66.47
Profit after Tax	2,464.52	1,905.12	2,943.86	2539.87
Other Comprehensive Income	49.64	-26.82	46.60	-34.42
Total Comprehensive Income	2,514.16	1,878.30	2,990.46	2505.45
Basic EPS	4.63	3.46	5.51	4.62
Diluted EPS	4.63	3.46	5.51	4.62

Performance Review:

Globalization has come around one full circle with United
States of America, the original champion, moving in
the opposite direction and resorting to more and more
protectionism for its interests at the expense of all other
countries. With America slapping additional tariff on other
countries irrespective of whether they are friendly with
them or not, the world has gone into a tizzy and no country
appears to be immune from the uncertainty due to this. The
cautionary sounds from economists appear to have fallen
on deaf years and countries were compelled to negotiate
for trade deals favorable to America or face adverse tariffs
losing competitiveness in the largest economy in the world.
While the China was projected as the real target of such
a high tariff plan, that was not the case since tariffs were
announced for most of the countries. India was better off
since the duty slapped was lesser compared to countries like
China or Vietnam etc. The discussions for signing the FTA
is also getting prolonged with India’s concerns on opening
trade in the agriculture and related areas. India is currently in
discussions with other EU nations among others and signing
of these FTAs will be a booster for the Indian economy. FTAs
with UK and Maldives have already been signed which are
considered to be beneficial for the country and if the other
FTAs under discussions will fructify, the country’s economy is
going to be get a huge boost.

Geopolitical risks appear to be one of the biggest risks
the business world is facing now a days. Armed conflicts
between countries are becoming a new normal impacting
the trade. The Russia-Ukraine war has entered the third year
and America and the NATO allies are threatening to scale up
the sanctions against countries which buy oil from Russia,
a threat which can have a major impact on India. China’s
economy is facing structural issues like real estate crisis,
weakening exports, and demographic challenges. Its growth
is expected to be modest compared to previous decades.
Conflicts in Eastern Europe and the Middle East, U.S Tariffs on
imports are all contributing to global economic uncertainty.
Trade growth has slowed, and there’s a trend toward “friend
shoring” and localization, impacting emerging markets that
depend on global supply chains.

India has gone through some sluggishness in growth in the
past couple of years and getting the momentum back is one
of the priorities for the government. The country has the
advantage of a huge domestic consumption and the exports
adds zest to the economy. Among all these headwinds, as per
an RBI report, Indian economy showed remarkable resilience
and stood out with strong macroeconomic fundamentals.

The US tariffs on India @ 25% has been a dampener which
is going to impact the exports to America, a major market
for the country. Experts believe that this can affect the GDP
growth by 50 - 60 basis points. But as a country, India has
every right to take care of its interests and the government is
continuing its efforts to iron out the challenges.

India has been aspiring to become a manufacturing
powerhouse for the world, but its limitations in the soft and
hard infrastructure are acting as depressants in the progress.
While the centre and state governments have been initiating
steps to ease the way of doing business, barriers do exist
in the ecosystem. On the other hand, China had played the
game of scale very well and eventually became ''the factory to
the world’, a position the rest of the world will find difficult to
dethrone that country from. The single-source concentration
risk from China in several product segments exposes India
to potential supply chain disruptions, price fluctuations and
market disruptions as has been amply demonstrated by the
rare earth crisis faced by the automobile industry. Another
case in point is the challenges faced by the iPhone supply
chain with China restricting the deputation of technical
personnel to India. The government and the industry will
have to work together in overcoming such constraints for the
country to be self-reliant. The government’s announcement
of creating an R & D Fund is a great initiative in this line and
industry should seize the moment in creating an enabling
ecosystem.

The global rubber industry experienced head winds during
2024-25 primarily driven by supply constraints, climatic
factors, and evolving market dynamics. Notably, major
producers like Indonesia and Vietnam faced stagnant output
due to factors such as adverse weather conditions and
shifts toward more profitable crops like palm oil. Adverse
weather events, including excessive monsoon rains and
typhoon damage, significantly reduced rubber output in
key producing countries. Thailand’s rubber production was
expected to declined by 10-15% due to prolonged wintering
seasons and heavy rains, while China suffered substantial
damage to rubber trees from Typhoon Yagi.

In 2024-25, the Indian rubber industry faced several
challenges, primarily stemming from fluctuating weather
patterns, increased global competition, and rising production
costs. Prolonged dry spells followed by heavy rainfall and
flooding impacted natural rubber production, while rising
input costs and a shortage of skilled labor further strained
the industry. Additionally, the industry grappled with
volatile global rubber prices and increased competition from
synthetic rubber and imported rubber products. High import
duties on raw rubber, while intended to protect domestic
producers, can make imported finished rubber products
more attractive to consumers, further impacting the local
industry. The rubber industry has been petitioning the
government on the adverse effects of the FTA with the ASEAN
countries on the rubber industry and in a welcome relief, the
government has announced that it would go for a review of

the FTA soon.

In essence, the Indian rubber sector is navigating a complex
landscape of environmental challenges, global market
pressures, and evolving domestic dynamics. Addressing
these issues will require a multi-pronged approach involving
sustainable farming practices, diversification of production
areas, strategic trade policies, and continued investment in
research and development.

Latex Rubber Thread is an intermediary material used
by the garment industry and the industry experienced a
mixed performance in 2024-25, with growth in some areas
and challenges in others. Though textile exports saw a
7% increase, the scenario is not that encouraging due to
cotton price swings, additional tariff from USA, competition
from Vietnam, Bangladesh etc. American buyers have been
pressing the Indian textile exporters to reduce the prices
by the quantum of additional tariff imposed, a sure shot
step to compress the margins. Rubber thread industry, with
its fortunes linked to the textiles sector, follows the textile
industry trends and had its own ups and downs during the
year.

Prices of latex, the major raw material continues to be volatile
and are affected by international factors like climate change,
commodity futures markets, global economic conditions etc.
In India, the prices are influenced by the fact that there is a
shortfall in production of rubber compared to the country’s
consumption. The state of Kerala, which is the largest
producer of rubber in India, had gone through some extreme
climatic conditions of rains which had an impact on the
output. The Government of India has also put in place some
barriers in importing the rubber so as to protect the growers
from price drops. Together, these factors generally lead to the
Indian latex being priced higher than international levels.

Your company’s performance in the export front also
impacted by the unprecedented freight costs triggered out of
conflicts like the Russia-Ukraine war and the Red Sea crisis
affecting shipping routes and increased costs due to longer
distances and potential delays. Fluctuations in fuel prices,
shortage in availability of containers in certain regions also
drove up the freight costs.

Despite all these bumps, your company could post a 21%
growth in sales volume over the previous year. While
domestic sales were at ?36290.08 Lakhs, the exports sales
touched the level of ? 10550.70 lakhs. Domestic sales grew by
20% whereas exports grew by 25% as compared to previous
year. Total revenue from operations stood at ? 46,840.78
Lakhs as compared to ? 38,601.83 lakhs in the past year, an
impressive feat considering the challenges the industry faced
during the year.

Domestic demand for rubber threads remained sluggish
with subdued demand situation in the textile market as well

as garment exports. There has been a drop in the exports in
garment industry compared to the past year on account of
the dip in demand in the international market.

Turkey, one of the largest markets for the company, had
initiated an anti-dumping investigation against Rubfila.
While the original anti-dumping duty proposed was 3.4%, the
local manufacturers appealed revising the duty to 12%. Your
company further appealed against the decision and finally,
the duty was fixed at 7% on imports from Rubfila, where as
for imports from other companies in India the same were
fixed at 12%. This has affected the business to Turkey with
the prices becoming noncompetitive.

Other markets like Brazil, Morocco, and Bangladesh
performed well and the demand from these markets has
been stable during the year. New customers from the markets
of Hungary, Indonesia were added and the prospects look
good for the export front.

Future Prospects

The textile sector across the globe has been going through
a dip in demand in the past few years and the Indian market
is no exception as the Indian exports to America and Europe
had taken a retreat. The fortunes of the rubber thread
industry is linked linearly to those of the garment sector
and the fluctuations in the international market affected the
thread industry too.

The tariffs imposed by America have led to major turbulence
in the garment sector with all the garment exporting
countries coming under the ambit of additional duties.
American buyers have been pressing the exporters to reduce
the prices to the extent of the additional tariffs placing the
exporters in a precarious position. It may take some time
before clarity emerges on how the supply chain is going to
absorb the shocks from the duty. USA accounts for about 25%
of India’s garment exports and unless the issue of additional
duty is taken care of, it is going to be a bumpy ride for the
economy since the sector is one of the largest employers
in the country. Rubber thread industry is also expected to
face the consequences since a major portion of the industry
output goes into the garment sector.

The future of the apparel industry is going to revolve around
better quality garments that are built to last and can be
recycled at their end-of-life. Indian manufacturers are taking
a leading role in ensuring this future is not far by improving
their product qualities and incorporating sustainable
manufacturing practices.

Global players and their Indian counterparts of the textile
industry are optimistic in regaining the glory by adapting
to shifting consumer values, technological advances, by
embracing smart textiles, circular production models and AI
powered designs tools etc.

Rubber Thread industry is enthusiastic about any positive
developments in the textile sector as those headways will
have an overriding effect on the rubber thread industry.

Premier Tissues India Ltd:

India’s tissue paper industry is on a strong upward trajectory,
driven by rising hygiene awareness, urbanization, and lifestyle
changes. India has one of the lowest per capita consumption
of tissue papers in the world at 250gm compared to 27 kg
in America, 9 kg in China, even Bangladesh at 300 gm and
when compared to the global average of 5.6 kg. This modest
figure reflects limited rural penetration, cultural habits and
affordability, which are slowly changing and is bound to have
an effect on increasing the consumption.

India’s tissue paper market is still in its early stages compared
to global standards, but the momentum is unmistakable.
With awareness of hygiene up and with government
promoting social hygiene, the consumption is expected to go
up. The sector is ripe for explosive growth and Premier, being
the most prominent brand in the industry, is bound to reap
benefits from that.

One of the biggest challenges the industry faces is the
proliferation of hundreds of unorganized players in the
market. While more competition is always good for the
industry, it has come with a host of issues like unethical
business practices like misleading packaging information,
evasion of taxes etc. These become real challenges for the
organized players to be competitive in the market. Premier
also faces the additional pressure from a large number of
knock-off products from companies which imitate the look
and style of the brand and sell it to unsuspecting customers,
affecting the brand equity.

During the year under review Premier could post a turnover
of Rs.8513.06 Lacs and a net profit of Rs. 479.48 lacs.

High attrition among the sales team which is common in
the fast-moving consumer industry continued to be a major
constraint for the company during the year under review. As
a step to build a strong leadership pipeline, the company has
recruited a team of Management Trainees from prominent
management colleges and were pressed into service after
taking through a series of training modules. The South Indian
market remains as a strong base for the brand whereas steps
for filling the gaps in the market are in progress in other areas.
There are many untapped areas in the northern and eastern
regions and members of the sales team and distributors
are being appointed in many areas and progress should be
visible in the near future.

Future Prospects

With increasing awareness of hygiene, health and rising
income, the tissue paper industry has been growing steadily.

The Indian tissue paper consumption has been on a surge
which is projected to touch 350,000 MT by 2032 from the
current level of around 200,000 MT. The global tissue paper
market is projected to reach $110 billion by 2026, with a
compound annual growth rate of 5.8% from 2021 to 2026. The
Indian tissue market with a very low per capita consumption
is expected to grow at a higher level than the international
rate of growth.

Consumers are increasingly concerned about the
environmental impact of products they purchase. Tissue
paper manufacturers are responding to this trend by
developing sustainable products, using renewable materials,
and adopting eco-friendly production processes.

While E-commerce has been in vogue for the past many
years, the current trend is the growing sales. On quick
commerce platforms. Premier has seen its sales growing on
these platforms in the past one year and expect the same
to grow further this year too. With the trend of consumers
leaning more towards shopping sitting inside the comforts of
their homes, this segment is sure to grow further and your
company expects to garner a higher share of sales from these
platforms.

The tissue paper industry faces the concerns regarding
environmental factors since the major raw material of
paper has linkages to wood and in turn deforestation. The
industry is under pressure to reduce its environmental
impact, particularly in relation to deforestation and waste
management. A large portion of products are made of
recycled paper and manufacturers are adopting sustainable
practices to address these concerns.

As was mentioned above, Indian tissue industry is peculiar
in respect of the number of players in the field which as per
informal estimates is around 1000. A lion’s share of these
are said to be in the unorganised sector and the industry
faces unethical issues which affect the organised players in
remaining competitive. Premier’s strong brand equity helps
it to fight and survive in such a fiercely competitive market.

The company also has been successful in expanding its
presence in overseas markets and expects exports to be a
major vertical in the near future.

The current infrastructure for manufacturing is almost
running out of its capacity and a new facility is in the process
of being set up and with this, the sales is expected to go up
sooner.

Consolidated Figures:

The consolidated revenue from operations of Rubfila and
Premier Tissues for the year 2024-25 was ?.55041.28 lakhs
with the profit before tax (PBT) at ? 3,976.49 lakhs. The
consolidated profits after tax (PAT) during the year was ?

2,943.86 lakhs compared to ? 2539.87 lakhs in the past year.

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

Your Directors have recommended a dividend of 40% (?2 per
share of face value ?5/-) for the year subject to the approval
of shareholders at the ensuing Annual General Meeting. This
will result in a total payout of ?1,085.35 lakhs for the year.

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 at its website,
www.rubfila.com and at the website of the Ministry of
Corporate Affairs, 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 2017-18 will be transferred to IEPF during the
Financial Year 2025-26.

As on March 31, 2025, 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 2017-18	29.01	21.10.2025
Dividend FY 2018-19	27.67	20.10.2026
Dividend FY 2019-20	34.87	16.10.2027
Dividend FY 2020-21	15.96	23-08-2028
Dividend FY 2021-22	17.03	30-10-2029
Dividend FY 2022-23	11.08	27-10-2030
Dividend FY 2023-24	18.04	22-10-2031

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 2025, the gross fixed assets of the company
stand at ? 23,041.29 lakhs and net fixed assets at ? 13,783.12
lakhs. Capital additions including capital work in progress
during the year amounted to ? 646.77 lakhs, which include
addition to Building ?60.85 lakhs, Plant & Machinery and
other assets amounting to ? 120.46 lakhs and Capital Work
in Progress.

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 2025.

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 currently listed on the BSE Ltd and
NSE Ltd. While the shares were listed at BSE since 1994, the
listing at NSE happened on 8th August 2024. The company
has paid Listing Fee for the year 2025-26.

Declaration of Independent Directors

Pursuant to the provisions of Section 149 of the Companies
Act, 2013, Mr. S. H. Merchant (DIN 00075865), Mr. D. G. Rajan
(DIN 00303060) and Ms.Aiswarya Singhvi (DIN 10241207)
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.

Further, the Independent Directors of the company met once
during the year on 28-03-2025 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 ? 3200.14 lakhs as on March 31, 2025. 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.

Deposits

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.
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:

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 CSR Policy. A few areas of
focus 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, education, housing etc, but this is done with
utmost care after ample due diligence.

We consider Corporate Social Responsibility (CSR) as both
a duty as well as an opportunity to make a positive impact
on the community in which we operate. During the year,
company carried out several initiatives under the CSR
program. The project “Super 100” aimed at providing
exposure and educational opportunities to 100 selected
tribal girls from Attappadi Block in Palakkad District was a
well acclaimed one in terms of its impact. Company continue
to identify projects like women empowerment by choosing
women who were not able to make both ends meet and was
striving for survival by supporting them with resources to find
a livelihood on a long-term basis. 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. Dattani (DIN 00608198), Mr. G
Krishna Kumar (DIN 01450683) and Mr. Patrick M Davenport
(DIN 00962475) on a regular basis.

During the year under review, the company spent ?68.26
lakhs towards various CSR expenditures and the unspent
amount of Rs. 7.81 Lakhs has been transferred to the PM
Cares Fund by the Company.

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 6 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) as non-executive, Non-independent

Director and three Non-executive Independent Directors
namely Mr. D. G. Rajan (DIN 00303060), Mr. S. H. Merchant
(DIN 00075865) and Ms. Aiswarya Singhvi (DIN10241207). 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) retire by rotation and being eligible offer
himself for re-appointment in the ensuing Annual General
Meeting.

Mr. G. Krishna Kumar was re-appointed as the Managing
Director for a period of 3 years from 1st November, 2023 to
31st October, 2026.

During the reporting period your Board met four 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 25-09-2025.

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 Perfor¬
mance evaluation of Directors, KMP and Senior Manage¬
ment 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, and 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 amendment(s), clarification(s), circular(s)
etc. shall prevail upon the provisions hereunder and the
Nomination and Remuneration Committee shall amend
this Policy accordingly.

Auditors

Statutory Auditors

Shareholders in their meeting held on 27-09-2022 appointed
M/s. Mohan & Mohan Associates, Chartered Accountants,
Thiruvananthapuram 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 the 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, 2025. 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 Secre¬
tarial Auditors

Board viewed the above observations by the Secretarial
Auditors very seriously and decided to take necessary steps
to ensure that the points referred to in the report are taken
care of in future.

Cost Auditors

M/s. Ajith Sivadas & Co. Cost Accountants was appointed as
Cost Auditors for the year 2024-25. The remuneration payable
for the Financial Year 2025 - 26 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 2024 - 25.

Disclosures:

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, 2025, 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://rubfila.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

Change in the Nature of Business

There was no change in the nature of business of the company
during the Financial Year 2024-25.

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.

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 during the year
under review.

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, 2025 is
posted on the website of the company in the following web
link https://rubfila.com/investorphp

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.

Details of application made or any proceeding pending
under the insolvency and bankruptcy code, 2016 (31 of
2016) during the year along with their status as at the end

of the financial year - Not Applicable

Details of difference amount of the valuation done at the
time of one-time settlement and the valuation done while
taking loan from the banks or financial institutions along
with the reasons thereof - Not Applicable

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
RUBFILA INTERNATIONAL LTD

Hardik B Patel

Palakkad DIN 00590663

13-08-2025 Chairman

---

Mar 31, 2024

It is our pleasure to present the 31st Annual Report and the audited Annual Accounts for the year ended 31st March 2024.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: -

	Financial Year ended
Particulars	Standalone		Consolidated
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	38,601.83	37080.93	46,979.54	45707.62
Other Income	609.08	467.67	754.64	662.51
Total Income	39,210.91	37548.60	47,734.18	46370.13
Operating Expenditure	35,836.37	33682.15	43,381.00	41967.52
Operating Profit Before Depreciation, Interest and Tax	3,374.54	3866.45	4353.18	4402.61
Finance Cost	0.29	6.86	31.96	15.11
Depreciation and Amortization Expenses	881.88	697.35	1060.83	862.90
Profit Before Exceptional Items	2,492.37	3162.24	3260.39	3524.60
Exceptional Items	-	-	-	-
Profit Before Tax	2,492.37	3162.24	3260.39	3524.60
Tax Expenses
a) Current Tax	458.86	666.02	654.05	741.62
b) Deferred Tax	128.39	156.92	66.47	187.71
Profit after Tax	1,905.12	2339.30	2539.87	2595.27
Other Comprehensive Income	-26.82	30.12	-34.42	24.70
Share of Net profit of Associates using Equity Method	-	-	-	-
Non-Controlling Interest	-	-	-	-
Total Comprehensive Income	1,878.30	2369.42	2505.45	2619.97
Basic EPS	3.46	4.37	4.62	4.83
Diluted EPS	3.46	4.37	4.62	4.83

Performance Review:

Rubfila International Ltd

The year 2023 marked a landmark year for India as it assumed Presidency of the global economic assembly, the G20, and showcased its economic prowess and diplomatic finesse to the world. In a world where many countries were reeling under financial stress, Indian Economy remained resilient with robust 7.6% growth rate of GDP in financial year 2023-24 compared to 7% growth in previous year 2022-23. India is the fastest growing economy among the G20 nations and is today the 5th largest economy in the world. The Indian government has pledged to make the country the third largest economy by 2027 and with the growth projected by international agencies, it appears to be a milestone waiting to happen.

Rubber thread, as is known, is an intermediary material catering to the needs of the garment industry, fortunes of which were under duress for major part of the year. Though some green shoots were visible towards the end of the second half, American and European markets remained cautious in buying affecting the sentiments of the players in India. In addition to this, the domestic markets also were under pressure pressuring the domestic players to indulge in price war to corner the reduced pie of demand.

The industry faced major challenges on various fronts during the year which affected the profitability of the industry. These challenges included latex prices, market demand situation, shipping issues related to Red Sea crisis etc.

The price of natural latex in the Thailand/ Malaysia markets is the deciding factor for fixing the prices of rubber thread in the international market. But Indian rubber thread industry faces a major hurdle in the form of higher latex prices in the domestic markets. With government imposing higher customs tariff on natural latex to safe guard the domestic growers, latex available for the rubber thread industry at considerably higher levels than the international prices. To add on to the crisis, rubber threads as a product can be imported at 5% of customs duty and this acts as a severe constraint for the Indian industry to pass on the cost of latex onto the customers compressing the margins.

The Indian latex prices fluctuated went as high R125 plus per litre during the year while for most part of the year, international prices were in the R 90 range per litre and moved to around R120 range per litre towards the last quarter of the year. With Kerala, the largest rubber producer in the country reeling under extreme

heat, availability of latex dropped leading to volatility in prices and this situation is expected to continue into the FY25 too.

Your company also faced hurdles on the export front with the delays and cost escalation in shipping due to the unrest in the West Asia. With all ships using the route via Cape Town, shipments experienced delays in reaching destinations and this in turn stretched the payment cycles. Shipping costs also went up exponentially and is ruling at similar levels as was experienced during the Covid times.

In spite of all these adverse factors, your company managed to grow the sales by 10% in volume over the sales of the previous year. Domestic sales was at R 30033.88 crores while exports fetched a revenue of R8426.78 lakhs. There was a growth of 11% in the domestic sales while exports dropped compared to the previous year sales of R 9864.09 lakhs. Total revenue from operations stood at R 38601.83 Lakhs as compared to R 37080.92 lakhs in the past year.

Turkey had initiated an enquiry against India for imposing anti-dumping duty on rubber threads and your company had presented the facts before the Trade Team deputed by the Government of Turkey. The process of enquiry is under progress and the final decision is expected by the end of August or September 2024.

Future Prospects

Textile markets have been going through a downturn for the past couple of years. Indian exports to Americas and Europe had taken a beating and domestic markets also went through a slowdown. Rubber thread industry’s fortunes are linked to that of the textile markets and this had an impact on the company.

The textile market has seen some revival since the last quarter of the financial year and the rubber thread industry is looking forward to have a positive consequential impact from this. There are green shoots visible, but it needs to be seen that these smaller bumps in demands turn into a consistent flow of orders. The industry is generally optimistic that the slump should turn around for the better in the coming quarters. Your company is currently exploring further expansion in the international markets and believes that the exercise will help it find customers in these newer markets.

India had been expecting positive traction with global players adopting China 1 strategy, but had observed that countries like Bangladesh and Vietnam reaped

more benefits. With Bangladesh facing problems on various fronts such as increase in labor costs, law and order issues and compliance in labor laws, there is a visible shift in diversion of orders to India. Exports from Bangladesh is on a decline since 2023 and this gap is partially fulfilled by India. As per Ministry of Commerce, GoI, Textile and Apparel exports from India grew by around 4 % in the first quarter of the current financial year and the trend is expected to continue. Also, Bangladesh is set to achieve the status of a developing nation by 2026 and with that, it will lose the benefit of duty-free access to the major markets, another factor to help India gather more orders from the international markets. Rubber threads form part of the textile and garment chain and the positive trends in the textile sector will have a rub-off effect on the rubber thread industry.

Another factor to affect the fortunes of the rubber thread industry is the wide gap in the Indian latex prices when compared with the international prices. There has been a drop in the production of latex this year with extreme heat conditions in Kerala, largest rubber producing state in India and this will have an impact on latex prices in the medium term. Currently international latex prices are at much lower levels than Indian prices and with curbs on import of latex in place, industry will be hard pressed for margins.

Premier Tissues India Ltd:

Tissue Paper industry is one with hundreds of players jostling for space and a lion’s share of these are in the unorganized sector. There are many players who indulge in unethical practices like misrepresented packaging labels, tax avoidance and this along with very low overheads help them sell at very low prices compared to branded players like Premier.

The sales of Premier dropped by a narrow margin during the year, but posted a net profit of Rs.635.80 lakhs, the highest in its history, as compared to Rs.256.96 lakhs in the previous year. Major initiatives related to cost management, plant operations and materials yielded good results improving the bottom line. Revenue from operations stood at R 8608.26 lakhs as compared to Rs.8822.54 lakhs for the previous year, a drop by 2%.

A major challenge faced by the company is the high attrition in manpower among with field sales force which appears to be a regular norm in consumer goods industry. Ways to address this issue are initiated and the company hopes to reduce the attrition in the long term.

South Indian states continue to be a strong base for the brand, though gaps have been identified in the region offering opportunity to grow. North Indian states offer great potential for the brand since the region has a weak distribution network there. Strengthening of the sales infrastructure in the form of manpower and new distributors is happening and growth should be happening sooner progressively.

Future Prospects

Consumption of tissue paper products in India is growing at a healthy rate since tissue papers have become an essential part of the daily life. There is happening at home as well as at institutions like hotels, restaurants, airports, offices or anywhere hygiene has become a focus area. The awareness has gone up after the pandemic and this has been a driving point in increasing the consumption of tissue products.

There are not many entry barriers in this segment since the capital investment needed for setting a unit is low. Most of the entrepreneurs produce napkins and toilet rolls and market the same to restaurants and hotels who are price sensitive. The prices offered by these players become a benchmark pressuring organized companies to drop prices.

Premier has bettered its profitability by overhauling the back end processes and expects to go aggressive in sales in the future. Even as it is plugging the gaps in the sales network in South India, it plans to expand the sales infrastructure in the north and eastern markets. These markets have been highly price sensitive and efforts are on to launch SKUs at competitive prices helping the company to increase its market share in these regions.

Consolidated Figures:

The consolidated revenue from operations of Rub-fila and Premier Tissues for the year 2023-24 was R.47,734.18 lakhs with the profit before tax (PBT) at R 3,260.39 lakhs. The consolidated profits after tax (PAT) during the year was R 2539.87 lakhs compared to R 2,595.27 lakhs in the past year.

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

Your Directors have recommended a dividend of 24% (R1.20 per share of face value R5/-) for the year subject

to the approval of shareholders at the ensuing Annual General Meeting. This will result in a total payout of R651.21 lakhs for the year.

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 at its website, www.rubfila.com and at the website of the Ministry of Corporate Affairs, 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 2016-17 will be transferred to IEPF during the Financial Year 2024-25.

As on March 31, 2024, 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 2016-17	21.51	14.10.2024
Dividend FY 2017-18	29.10	21.10.2025
Dividend FY 2018-19	27.80	20.10.2026
Dividend FY 2019-20	35.00	16.10.2027
Dividend FY 2020-21	16.04	23-08-2028
Dividend FY 2021-22	17.14	30-10-2029
Dividend FY 2022-23	11.13	27-10-2030

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 2024, the gross fixed assets of the company stand at R 22862.60 lakhs and net fixed assets at R 14,473.39 lakhs. Capital additions during the year amounted to R 658.99 lakhs, which include addition to Building R100.40 lakhs, Land R 24.61 Lakhs Plant & Machinery and other assets amounting to R 533.98 lakhs and Capital Work in Progress of R 34.22 lakhs.

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 2024.

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 2024-25. Effective from 8th August, 2024 company’s shares were listed on the NSE Ltd and applicable listing fee also paid for the year 2024-25.

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), Ms. 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.

Further, the Independent Directors of the company met once during the year on 22-03-2024 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 R 3200.14 lakhs as on March 31, 2024. 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.

Deposits

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. 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:

Rubfila believes that everyone is born with equal potential, but not equal opportunity and people can be victims of their environment. Company’s vision under CSR is to empower people, especially women and underprivileged, and communities to build self reliance while promoting the core values of fairness and equity. Over the past years since the implementation of the CSR Rules, Rubfila has impacted positively in the lives of hundreds of people through interventions in the areas like health, education, social infrastructure etc.

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 CSR Policy. A few areas of focus 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, education, 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. This included choosing many women who were under severe duress for survival and providing them with resources for find a livelihood on a long term basis. The feedback received after the implementation of these projects have been really positive which fuels the interest of the company in pursuing similar projects under CSR.

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. Dattani (DIN 00608198), 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 R86.89 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), Ms. 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. Bharat J Dattani (DIN 00608198) and Mr. Dhiren S Shah (holding DIN 01149436) retire by rotation and being eligible offer themselves for re-appointment in the ensuing Annual General Meeting.

Mr. G. Krishna Kumar was re-appointed as the Managing Director for a period of 3 years from 1st November, 2023 to 31st October, 2026.

During the reporting period your Board met four 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 2309-2024.

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, and 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), cir-cular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clar-ification(s), circular(s) etc. shall prevail upon the provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy accordingly.

Auditors

Statutory Auditors

Shareholders in their meeting held on 27-09-2022 appointed M/s. Mohan & Mohan Associates, Chartered Accountants, Thiruvananthapuram 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 the 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, 2024. 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) Mr.G.Krishna Kumar was re-appointed as the Managing Director of the Company in terms of section 196 (4), 197 and Schedule V of the Companies Act, 2013 by the board on 09-11-2023, subject to the approval by the members in the next Annual General Meeting. Company has included an item in the Notice of ensuing Annual General Meeting scheduled to be held on 23-09-2024.

(2) Peer Review process of the Statutory Auditor was in progress and now the Auditor has submitted the Peer Review Certificate.

(3) Two day’s delay in getting a published copy from the advertising agency. Company shall ensure it is done simultaneously in future.

(4) Financial Result was approved by the Board on 1408-2023; and, 15-08-2023 being a public holiday the results were provided to the advertising agency on 16-08-2023 and published on 17-08-2023.

(5) Company has sent individual intimations to the shareholders three months prior to the due date of transfer to IEPF and subsequently published a Notice in the newspaper.

Board viewed the above observations by the Secretarial Auditors very seriously and decided to take necessary steps to ensure that the above aspects are taken care of in future.

Cost Auditors

M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2024-25. The remuneration payable for the Financial Year 2024 - 25 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 2023 - 24. Disclosures:

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, 2024, 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://rubfila.com/pol-icies.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

Change in the Nature of Business

There was no change in the nature of business of the company during the Financial Year 2023-24.

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.

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.

A claim from Customs for Rs.391.73 Lakhs towards duty drawback is pending before the Hon’ble CESTAT since 2008 and interest thereon is not ascertainable at this point. Company is confident for a favourable verdict in the matter.

Company has been providing progressively towards unknown liabilities and as on 31st March, 2024 such provision stands at Rs. 1109.00 Lakhs.

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 An-nexure - 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, 2024 is posted on the website of the company in the following web link https://rubfi-la.com/investorphp

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.

Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Not Applicable

Details of difference amount of the valuation done at the time of one-time settlement and the valuation

done while taking loan from the banks or financial institutions along with the reasons thereof - Not Applicable

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

26-08-2024 Chairman

---

Mar 31, 2023

Financial Results

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

	Financial Year ended
Particulars	Standalone		Con solidated
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from Operations	37080.92	41665.32	45707.62	47674.57
Other Income	467.67	397.61	662.51	462.11
Total Income	37548.59	42062.93	46370.13	48136.68
Operating Expenditure	33682.15	35517.72	41967.49	41182.75
Operating Profit Before Depreciation, Interest and Tax	3866.44	6545.21	4402.64	6953.93
Finance Cost	6.86	4.27	15.11	22.04
Depreciation and Amortization Expenses	697.35	563.27	862.90	719.82
Profit Before Exceptional Items	3162.23	5977.67	3524.63	6212.07
Exceptional Items	-	197.44	-	197.44
Profit Before Tax	3162.23	5780.23	3524.63	6014.63
Tax Expenses

a) Current Tax	666.02	1354.18	741.62	1416.77
b) Deferred Tax	156.92	121.90	187.71	133.51
Profit after Tax	2339.29	4304.15	2595.30	4464.33
Other Comprehensive Income	30.12	50.77	24.70	60.08
Total Comprehensive Income	2369.41	4354.92	2620.00	4524.43
Basic EPS	4.37	8.02	4.83	8.34
Diluted EPS	4.37	8.02	4.83	8.34

Performance Review Rubfila International Ltd

In a year when the world economy faced headwinds and challenges, Indian economy remained resilient showing its inherent strengths. This was the year when USA and Europe went into a recession which had its consequential impact on the economies of many countries around the world. India was one of the rare spots where everything did not go for a downward spin though it faced challenges on various fronts like geopolitical tensions, supply chain constraints, trade imbalances, rising energy prices etc.

After two years of facing severe turbulence due to Covid, the world entered into a period of steadiness during the year 2022-23. While the inflationary trends in the prices of raw materials and other inputs softened, the prices still remained at higher levels compared to the pre-pandemic days. Exporters were relieved that international shipping costs declined to almost the levels of pre-covid days by the third quarter of the year. But these factors did not convert into overall positive environment since demand slumping across the board. To tide over the headwinds, many large companies resorted mass layoffs and this in turn led to more dip in consumptions.

Rubber thread is an intermediary material used by the garment industry fortunes of which suffered badly during the year. Tiruppur, the hosiery capital of India, usually sees huge inflow of orders during the June-July months for the Christmas shopping season in USA and Europe, but struggled this year with lack of orders. Factories were either closed or operations down sized for a major part of the year and thousands of people lost their jobs due to this. With such negative sentiments running high in the market, demand for rubber threads suffered and Rubfila had to scale down production during the second and third quarters of the year.

Despite these adverse scenario, the company navigated the tough environment through prudent management practices and ended the year with a turnover of ? 37548.59 lakhs, a drop of 11% over ? 42062.93 lakhs posted last year. In line with the sales, profits also dipped from ? 4304.15 lakhs to ? 2339.29 lakhs this year. This was a result of the lack of demand garment market. At the same time, exports showed positive trends with the company targeting more countries and succeeding in wooing more customers to its fold. The company is confident of on boarding more customers for exports helping it scale up the top line..

During the year 2022-23, Rubfila passed another milestone in the form of commissioning one more production line enhancing the capacity by another 2500 MT per annum at the Tamil Nadu plant. With this, the total installed annual capacity stands at 27500 MT. The company also ventured into manufacturing carton boxes to meet to the captive demand and commissioned the plant in May, 2023. The carton unit will have spare capacity after meeting the captive demand and plans are afoot to sell cartons to external customers adding another revenue stream for the company.

The Company has been striving hard in its efforts to preserve the environment, and as a part of the green ini-

tiatives, has set up a 1 MW solar power generating facility at the Tamil Nadu plant which is expected to help the company save on the power charges.

Premier Tissues India Ltd:

Premier Tissues India Ltd (PT), the wholly owned subsidiary of Rubfila, had a brisk growth in sales during the year and cemented its position further in the Indian tissue industry. The sector saw some correction in the prices of raw materials, though it remained at higher levels compared to the pre-pandemic period. Availability of waste paper, the major raw material also softened a bit leading to price corrections. At the customer end, institutional sales contribute a major segment of the industry and with so many companies continuing with the ''Work from Home (WFH)'' mode, there was severe dip in the consumption of tissue paper. Indian tissue industry is dominated by a large number of players in the unorganized sector, who used to cater to the needs of institutional customers. But with WFH, affecting consumption in this segment these fringe players were forced to look elsewhere like general retail for business. While entering the retail segment without a popular brand name remained a tough proposition for these players, this led to retailers demanding higher margins or lower prices pressuring the established players like Premier. This was a major reason why the industry could not pass on the higher costs to the consumers. The entry barriers in this segment are so low that every year many new players enter the industry hoping to make it big . At the same time, the industry also sees many units closing down after incurring huge losses. The presence of a such large number of unorganized players competing on price affects the ability of the industry to command healthy margins in the market.

Premier in the past one year had expanded its sales infrastructure reaching out to more unrepresented regions. With addition of new members in the sales force and added focus, they achieved a revenue of T8627.69 lakhs, a growth of 43.5% over past year''s sale of ? 6010.25 lakhs. Profits during the period also was higher at ? 256.98 lakhs against T161.19 lakhs in the previous year.

Consolidated Figures:

The consolidated revenue from operations of Rubfila and Premier Tissues for the year was T.46370.13 lakhs with the profit before tax (PBT) at ? 3524.63 lakhs. The consolidated profits after tax (PAT) during the year was ? 2595.30 lakhs compared to ? 4,464.35 lakhs in the past year.

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

Your Directors have recommended a dividend of 24% (T1.20 per share of face value ?5/-) for the year subject to the approval of shareholders at the ensuing Annual General Meeting. This will result in a total payout of T651.21 lakhs for the year as compared to T949.68 lakhs in 2021-22.

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 at its website www.rubfila.com and at the website of the Ministry of Corporate Affairs 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 2015-16 will be transferred to IEPF during the Financial Year 2023-24.

As on March 31,2023, 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 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
Dividend FY 2021-22	17.36	30-10-2029

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 2023, the gross fixed assets of the company stand at ?22,301.69 lakhs and net fixed assets at ? 14,746.11 lakhs. Capital additions during the year amounted to ? 2,776.19 lakhs, which include addition to Building ?421.66 lakhs, Plant & Machinery and other assets amounting to ? 2,354.53 lakhs and Capital Work in Progress of ?137.63 lakhs.

Future Prospects

Rubfila International Ltd

Rubber threads industry has been growing over the past many years, but it faced hurdles in the past year due to recession in Europe and America and in other countries in general. China also faced low demand due to stringent Covid related lock down issues cutting down on consumption. Inner wear industry, which ultimately consumes rubber threads in the form of elastic tapes was on a consistent growth path in India over the past decade. Though the Indian inner wear industry continues to grow, this was at a slower pace than the previous years.

Rubfila has currently eleven lines of production in the two units based in Kerala and Tamil Nadu and has an annual installed capacity to manufacture 27500 MT of threads. This is the largest capacity in the country and is one of the large capacities in the world too.

The industry faces a few challenges due to factors like latex prices, increase in manufacturing capacity worldwide growth in the usage of alternate materials etc. China also has become active in the industry with twenty production lines being operated now. This has dampened the Chinese sales of the Malaysian/Thailand companies and they have been forced to dump the product at lower prices in other markets to shore up the sales.

The single biggest challenge Indian rubber thread industry faces is the difference in the prices of natural latex in India and South East Asia where the world leaders of this industry are based. Historically, except for a few occasions, the Indian latex prices have always been ruling at higher levels compared to the international prices Companies in South East Asia have access to this lower priced latex helping them to have a competitive advantage in the market. This poses a severe challenge for the Indian rubber thread companies in the Indian and international markets. India has Free Trade Agreements ( FTA) with Malaysia and Thailand and rubber threads, amonth other products from these countries can be imported at concessional duties Indian rubber thread companies are forced to benchmark their selling prices against the imports restricting their ability to pass on the higher costs to the customers.

The Indian rubber thread industry has witnessed growth in output with most of the players investing in additional capacities. Currently, the total installed capacity available is higher than the Indian market size and this is bound to lead to price war in the short to medium term till consolidation happens. In the current circumstances, margins are expected to be under pressures in the medium term.

Irrespective of these challenges, Rubfila has grown in the domestic market and has remained as the market leader. Exports also has seen an uptick and the company has succeeded in acquiring new customers oversees. ''Rubfil'', the brand of the company has been in the market for about 40 years, first through the original Malaysian promoter and then through Rubfila and enjoys a strong equity in the international market. Withmore capacities added in the last year, expanding the customer base in the overseas market is a major objective which the company is confident of achieving.

Premier Tissues (Indi) Ltd

India has one of the lowest per capita consumptions of tissue paper products in the world at around 250 gm compared to the world average of 5.2 kg. The larger share of the Indian market comes from ''Away From Home(AFH)'' consumption happening at institutions like hotels, restaurants, offices, airports, hospitals etc. Tissue papers were not considered as an essential item till recently in India, but that appears to be changing with tissues becoming a part of the monthly grocery purchases. With the income level rising and the changes in lifestyle, the industry is poised to grow at a very healthy rate in the long term.

Premier as a brand commands utmost respect in the tissue market and the company has been successful in leveraging the same to its advantage. Sales grew by a healthy 44% in the past year and this momentum is expected to continue in the current year too. South India continues to be a stronghold for the company with major share of sales coming from the region. While the sales in the Western India is also healthy, the region offers more potential which needs to be tapped further. Sales in the North and Eastern regions remain weak due to constraints in getting the right sales team and issues related to logistical costs. These are being addressed and moving forward the company is confident of growing the sales at a healthy rate.

A good sales infrastructure is mandatory for a consumer product company to succeed. This consists of an agile sales team, a wide network of distributors, stockists etc. The wider the distributor network, the wider the company can reach out to a large number of retailers and in turn customers. Premier is in the process of expanding its sales network in areas where its presence is not to the desired level, particularly in the northern and eastern regions.

Tissues are low margin products and with the plant located at Mysore, logistical costs to regions beyond South India makes the product not competitive in these markets. To address this issue, Premier is planning to set up exclusive satellite conversion centers closer to the regional markets. These will be asset light models with investments coming from third parties and operations handled by them based on the standards specified by Premier. One such center is at the final stages of commissioning in the Eastern region which will cater to the east and north markets. Another conversion center is in the pipeline near to Mumbai so that low margin products like

napkins can be produced for the western market. With these arrangements, the company expects to wider the points of availability at competitive prices acceptable to the markets.

India is currently the fifth largest economy in the world and the government has initiated steps to convert India into a $ 5 trillion economy in the next few years. As per the current trends, the per capita income is estimated to jump by 70% to touch $4000 by 2030. This is bound to result in more employment opportunities, a rise of per capita income and growth in consumption across all the spectrums. Naturally, tissue sector is bound to be benefited in line with the projections and even a modest growth of another 250 gm in the per capita consumption will double the size of the industry. Premier, as the leading brand, is well equipped to tap into any growth happening in the industry elevating the company to improve its performance metrics.

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 2023.

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 2023-24. 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), Ms. 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 28-03-2023 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 ? 3200.14 lakhs as at March 31, 2023. 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.

Deposits

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. 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 CSR Policy. 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. Dattani (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 C66.84 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), Ms. 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. Dhiren S Shah (holding DIN 01149436) 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 21-09-2023.

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 Director 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 amendment(s), clarification(s), circular(s)

etc. shall prevail upon the provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy accordingly.

Auditors

Statutory Auditors

Shareholders in their meeting held on 27-09-2022 appointed M/s. Mohan & Mohan Associates, Chartered Accountants, Thiruvananthapuram 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 the 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 31,2023. 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 delay in reporting the gifting of shares between the two close relatives the promoters group is only due to an overlook on the part of the staff members of the designated persons as they did not construe gifting a transaction to reported to the Company. Besides, the transaction was done when the designated person did not have any unpublished price sensitive information.

Cost Auditors

M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2022-23. The remuneration payable for the Financial Year 2023 - 24 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 2022 - 23.

Disclosures:

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 31,2023, 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://rubfila.com/policies. php

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redres-sal) 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 2022-23 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 2022-23

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.

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.

A claim from Customs for Rs.391.73 Lacs towards duty drawback is pending before the Hon''ble CESTAT since 2008 and interest thereon is not ascertainable at this point. Company is confident for a favourable verdict in the matter.

Company has been providing progressively towards unknown liabilities and as on 31st March, 2023 such provision stands at Rs.989 Lacs.

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, 2023 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.

Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Not Applicable

Details of difference amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof - Not Applicable

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

14-08-2023 Chairman

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Mar 31, 2018

DIRECTOR''S REPORT

TO THE MEMBERS OF RUBFILA INTERNATIONAL LIMITED

The Directors have pleasure to present their 25th Annual Report and the audited Annual Accounts for the year ended 31st March 2018.

1. Financial Results

Particulars	Year ended 31st March, 2018 (Rs in lakhs)	Year ended 31st March, 2017 (Rs in lakhs)
Gross Income	21773.10	18513.09
Profit before Interest and Depreciation	3606.25	2238.27
Finance Charges	(2.64)	6.47
Profit before Depreciation	3608.89	2231.80
Provision for Depreciation	356.24	299.60
Net Profit before Tax	3252.64	1932.20
Provision for Tax	1145.13	679.93
Net Profit after Tax	2107.51	1252.27
Balance of Profit brought forward	5717.89	4918.37
Balance available for appropriation	7825.42	6170.64
Dividend on Equity Shares	324.13	216.09
Tax on proposed Dividend	66.00	44.00
Transfer to General Reserve	105.38	62.61
Surplus carried to Balance Sheet	7720.02	6108.02

2. Performance Review

Your company achieved a higher turnover of Rs.21773.10 lakhs, an increase of 17.60% as com pa red to last year. This is the highest turnover achieved by the company in its history. The profit before depreciation and taxes is Rs.3608.89 Lakhs as compared to Rs. 2231.80 lakhs posted duringthe previous year. The earn ings per equity share (face valueRs. 5) fortheyearisRs.4.80. asagainstRs. 2.90 for the previous year.

3. Dividend and Transfer to Reserves

Your Directors have recommended a dividend of 20% (Rs.l 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 2017-18 (including Dividend Distribution Tax) of Rs.390.13 Lakhs. (Rs.260.09 Lakhs in 2016-17). An amount of Rs.105.38. Lakhs, has been transferred to General Reserve as per the provisions of Companies Act, 2013.

4. Capital Expenditure

As on 31st March 2018, the gross fixed assets of the company stand at Rs.10302.92 Lakhs and net fixed assets Rs. 4968.81 Lakhs. Capital additions during the year amounted to Rs 1740.04 Lakhs, which include addition to Building for Rs.341.51 Lakhs, Plant & Machinery and other assets amounting to Rs.1079.11 Lakhs and Capital Work in Progress of Rs.319.42 Lakhs.

5. Future Prospects

Your company expects to retain its share in the domestic market even though there are challenges in the form of huge volume of imports coming from Malaysia and Thailand at lower prices. Higher price of natural latex in India compared to international markets is a major factor which decides the market dynamics. This impacts the profitability of the operations. With the brand well known in the Indian as well as international markets, your company is confident of meeting the challenges existing in the market and remain profitable.

6. Directors'' Responsibility Statement

The Directors report that

i. In the preparation of the annual accounts, the applicable accountingstandards 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 2018.

ill. 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.

7. Listing on Stock Exchanges

Your Company''s shares are listed on the Bombay stock exchange Ltd. The Company has paid listing fee for the year 2018-19.

8. Declaration on Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 Mr. Samir K. Shah (DIN 01714717), Mr. S.N. Rajan (DIN 00105864), Mr. Patrick M Davenport (DIN 00962475), Ms. R. Chitra (DIN 01560585) and Mr. S H Merchant (00075865) are the Independent Directors of the Company. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Director during the year.

(a) in the opinion of the Board, these persons are of integrity and possess relevant expertise and experience;

(b) (i) who were not Promoters of the company or its holding, subsidiary or associate company

(ii) who are not related to Promoters or Directors in the company, its holding, subsidiary or associate Company;

(c) who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their Promoters or Directors, during the two immediately preceding financial years or during the current financial year;

(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their Promoters, or Directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, duringthe two immediately preceding financial years or during the current financial year;

(e) Who, neither himself/herself nor any of his/her relatives -

i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;

ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

(A) a firm of auditors or company secretaries in practice or cost auditors or the company or its hold ing, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) holds together with his/ her relative two per cent, or more of the total voting power ofthe company; or

(iv) is a Chief Executive or Director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of its Promoters, Directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(f) Who possess appropriate skills, experience and knowledge in one or more fields of finance,, law, management, sales, marketing, administration, research, corporate governance, technical operations and other disciplines related to the Company''s business.

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 partofthis Report.

Further, the Independent Directors ofthe Company met once during the year on 28.01.2018 to review the performance of the Non-executive directors, Chairman of the Company and performance ofthe Board as a whole

9. 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

d) 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.

10. Deposits

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 ofthe period under review.

11. 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, a re given in Annexure forming part of this report.

12. Related Party Transactions

All contracts/ arrangements / transaction entered by the Company during the financial year were in compliance with the applicable provisions ofthe Companies Act, 2013 and Rules made thereunder and accord ing 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. There are no materially significant Related Party transactions made by the Company with its Promoters, Directors, Managementortheirrelatives that could have had a potential conflict with the interests ofthe Company at large. All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval.

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 : http://www.rubfila.com/poli-cies.

The Members may refer to Note 40 to the Standalone Financial Statements which sets out the related party disclosures as per the Accounting Standards.

13. Corporate Social Responsibility:

The Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. The company believes and acts on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone.

The CSR Policy may be accessed on the Company''s website atthe link: http://www.rubfila.com/about us

The CSR activities are overseen by a committee of Directors comprising of Mr. BharatJ. Dattani (DIN 1462746), Mr. S.N.Rajan (DIN 00105864) and Mr.G Krishna Kumar on a regular basis.

During the year Company has spent Rs.22.33 Lakhs towards CSR expenditures. The areas in which amounts spent are palliative care, infrastructure development for charitable societies and schools, financial assistance to the needy in the society. A report on the Corporate Social Responsibility activities is annexed to this report.

14. Directors and Key Managerial Personnel

The Board of directors of the Company comprises of 11 directors as on the date of report. Your Board comprises Mr. Bharat J Patel as Non-executive Chairman, Mr. G. Krishna Kumar as Managing Director (Executive), Mr. Tommy Thompson, Mr. Bharat J. Dattani, Mr.Dhiren S. Shah, Mr.Hardik B. Patel as Promoter Non-executive Non-independent Directors and five Non-executive Independent Directors namely Mr.Samir K. Shah, Mr.Patrick M Davenport, Mr.S.N.Rajan, Mrs.R.Chitra and Mr.S.H.Merchant. 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. Thomas Calton Thompson III (DIN 01509260) and Mr. Hardik B. Patel (holding DIN 00590663), retires by rotation and being eligible offer themselves for re-appointment in the ensuing Annual General Meeting.

No directors or Key Managerial Personnel were appointed or have resigned duringthe period under review.

Duringthe reporting period your Board metfive times. The details of the meeting and attendance of directors are provided in the Corporate Governance Report annexed herewith. Therewereno instancesin which the Board had not accepted any recommendation of the Audit Committee.

15. 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.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. 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.

16. 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. The Nomination and Remuneration 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: http:// www.rubfila.com/img/pdf/ Nomination-Remuneration-Policy.pdf

17. Auditors

a) 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 of29th Annual General Meeting, subjectto ratification oftheirappointmentat every Annual General Meeting.

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

b) Secretarial Auditors

Pursuantto the provisions of Section 204 of the Actand the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of the Company had appointed M/s. SVJS& Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31,2018. The Secretarial Auditors have submitted their report and the Board took note of the same. The Secretarial Audit Report is annexed herewith.

c) Cost Audit

M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2017-18 and a resolution for ratification of the appointment and remuneration payable was approved by the members in their meeting held on 15-09-2017. The remuneration payable for the Financial Year2018-19 will be ratified in theensuingAnnual General Meeting.

d) InternalAuditors

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 period 2017 -18.

18. Disclosures:

i) Particulars of employees:

Your Company believes that ''people make the difference'' and acts accord ing to this principle. In line with the importance of its human capital, it provides positive work environment which is conducive, flexible and enriched.

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.

The details of other employees required to be provided in compliance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith.

ii) Vigil Mechanism /Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the Regulation 22 of SEBI (List-ingObligationsand 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 thefollowingweb link: http:www.rubfila.com/policies

iii) Risk Management Policy:

The Company has set up a robust risk managementframe-work 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 thefollowingweblink: www.rubfila.com/policies

iv) 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 Worn en 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

v) Employees Stock Option Scheme (ESOS):

The Scheme "RUBFILA ESOS-2017" introduced by the Company to reward the eligible employees of the Company for their performance and to motivate them to contribute to the growth and profitability of the Company was approved by the members in their meeting held on 15-09-2017 in terms of SEBI (Share Based Employee Benefits) Regulations, 2014 (SEBI Regulations). No options were granted by the Company under the above scheme as on 31-03-2018.

Company has obtained in-principle approval from BSE vide their letter dt. 03-07-2018 for the Scheme. Accordingly the Nomination and Remuneration Committee has granted 670000 options to the eligible employees of the Company in their meeting held on 01-08-2018.

There has not been any material change in the Employee Stock Option Scheme during the reporting period.

The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). The Company has received a certificate from the Auditors of the Company that the scheme is implemented in accordance with the SBEB Regulations and the resolution passed by the shareholders in the Annual General Meeting held on 15-09-2017. The certificate would be available at the Annual General Meeting for inspection by the shareholders. The details as required to be disclosed under SBEB Regulations and certificate from Auditors are available on the Company''s website and may be accessed at www.rubfila. com/ investors

vi) Change in the Nature of Business, if any

There was no change in the nature of business of the Company during the Financial Year 2017-18.

vii) Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Yearof 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 statements relate and the date of report.

viii) Significant or Material Orders passed by Regulators / Courts/Tribunals

During the year under review, 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.

ix) Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiaries, Joint Ventures and Associate Companies as on the reporting date. Duringtheyear under review, no companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies.

x) Internal Financial Controls

Internal Financial Controls a re 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 assurancethatour internal financial controls are designed effectively and are operating as intended

xi) Extract of Annual Return

The Extract of Annual Return in Form No.MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 is available on the website of the Company in the following weblink: www.rubfila.com/ investors

xii) 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.

xiii) 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.

xiv) Management Discussion Analysis Report

Management Discussion Analysis Reportfortheyear under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section form ing part of the Annual Report.

xv) 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 Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

19. Appreciation and Acknowledgement

Your Directors acknowledge with gratitude the co-operation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, M/s. Integrated registery management services Pvt Ltd. Enterprises India Ltd, Banks, and otheragencies of the Central and State government.

Your Directors also wish to place on record the sincere appreciation of services rendered by the employees at aII the levels towards your company''s success during the year under review and shareholders for their active support and co-operation.

	For and on behalf of Board of Directors
	BharatJ. Patel
Place : Mumbai	DIN 01100361
Date : 01-08-2018	Chairman

To The Director''s Report Energy, technology absorption, foreign exchange earnings and outgo

A. CONSERVATION OF ENERGY

a) The company continues with its efforts to improve conservation of energy through a series of steps which were implemented overthe past years some of which are listed below:

1. Rainwater harvesting system in all plant area.

2. Surplus water collected which cannot be stored is directed back to the aquifers to recharge the water tables.

3. Waste Heat recovery system for heating purposes so as not to waste any energy.

4. Water flow meters installed in various pipe lines to monitor and reduce water consumption.

5. Wet scrubber installed at Thermic Fluid Heater flow gas outletto control the dust emission.

6. Additional 320 KVR Capacitor Bank incorporated in the main distribution system to improve electrical efficiency.

1. LED light fittings provided at various points to reduce electricity consumption.

b) Additional investment and proposal if any: Nil

c) Impact of the measures (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production : Above initiatives have resulted in overall reduction in the consumption of power and fuel. Rainwater harvesting has helped the company to limit the usage of underground water during monsoon. Rainwater in excess of storing capacity is directed back to the aquifers to recharge water table.

B. TECHNOLOGY ABSORPTION

Disclosure of Particulars with respect to Research and Development, Technology Absorption is as follows:

Research and Development:

1) Specific areas of Research and Development Activities carried out by the Company	: Nil
2) Benefits derived as a result of the above Research and Development work	: N.A
3) Future plan of action	: Nil
4) Expenditure on Research and Development a) Capital	: Nil
b) Recurring	: Nil
c) Total	: Nil
a) Total Research & Development charged to Expenditure as a percentage of total turnover Technology -Absorption, Adaptations Innovation	: Nil
1. Efforts in brief made towards technology Absorption, adaptation and innovation	: Nil
2. Benefits derived as a result of the above efforts, product improvement, cost reduction, product development, import substitution, etc	: Nil
3. In case of imported technology (imported Duringthe Iast5years reckoned from the beginning of the financial year) the information may be furnished a) Technology imported	: Nil
b) Year of Import	: N.A
c) Extent of absorption	: N.A

C) FOREIGN EXCHANGE EARNINGS & OUT GO

(Rs. in lacs)

1) FOREING EXCHANGE EARNINGS a) ExportofHRLRT	: 2830.62
2) FOREIGN EXCHANGE OUT GO a) Raw materials	: 810.22
b) Capital Purchase	: 55.86
c) Sales Commission	: 6.13
d) Travelling Expenses	: 3.86
e) Other Expenditure	: 8.89

For and on behalf of Board of Directors
	BharatJ. Patel
Mumbai	DIN 01100361
01-08-2018	Chairman

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2018

[Pursuantto Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

Rubfila International Limited

New Industrial Development area, Menon Para Road

Kanjikode, Palakkad, Kerala - 678621

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Rubfila International Limited [CIN: L25199KL1993PLC007018] (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the Rules made

there under; (ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and

the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

I 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, I 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996;

(e) The Securities and Exchange Board of India (Issue Of Capital and Disclosure Requirements) Regulations, 2009;

(f) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) As informed to us, the following other laws are specifically applicable to the Company:

1. The Factories Act, 1948;

2. The Air (Prevention and Control of Pollution) Act, 1981;

3. The Water (Prevention and Control of Pollution) Act, 1974;

4. The Environment (Protection) Act, 1986;

5. Battery (Management and Handling) Rules, 2001;

6. Hazardous Wastes (Management, Hand ling and Trans-boundary Movement) Rules, 1989;

7. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards relating to Board (SS 1) and General Meetings (SS2) issued by The Institute of Company Secretaries of India; (ii) The Listing Agreement entered into by the Company with BSE Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of directors of the Company comprises of Executive Directors, Non-Executive Directors and Independent Directors. The Chairman of the Company is a promoter and regular nonexecutive and is related to persons occupying the positions at the level of the Board of directors.As per Regulation 17 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, atleast half of the Board of Directors of the Company shall consist of Independent Directors. However out of the 11 directors of the

Company only 5 are Independent Directors. The change in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the Board were unanimous and the same was captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period:

1. The Company has issued 40,00,000 convertible warrants on Preferential Basis to Promoters and Person Acting in Concert (PAC) in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 through Special Resolution passed in the Extra-ordinary General Meeting held on 19th April, 2017. The Board of Directorsof the Company in its meeting held on 23rd January, 2018 have converted 20,00,000 convertible warrants into equal number of equity shares of the Company.

2. The Company in the Annual General Meeting held on 15th September, 2017 have obtained approval for the "Rubfila International Limited - Employee Stock Option Scheme 2017" (RUBFILA ESOS 2017)for grant of stock options not exceeding 15,00,000 to the eligible employees of the Company.

We further report that during the audit period there were no instances of:

(i) Public/ Right/issue of debentures /sweat equity etc.

(ii) Redemption/buy-back of securities.

(iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013.

(iv) Merger/ amalgamation / reconstruction, etc.

(v) Foreign technical collaborations.

This report is to be read with our letter of even date which is annexed as''AnnexureA'' and forms an integral part of this Report.

	For SVJS& Associates
	Company Secretaries
Kochi	Sd/-
01.08.2018	P Sivakumar
	Managing Partner
	FCS: 3050
	CPNo:2210

To,

The Members

Rubfila International Limited

New Industrial Development area, Menon Para Road

Kanjikode, Palakkad, Kerala - 678621

Our report of even date is to be read a long with this letter.

1. Maintenance of the Secretarial records is the responsibility of the management of the Company. Our responsibility as Secretarial Auditors is to express an opinion on these records, based on our audit.

2. During the audit, we have followed the practices and process as were appropriate, to obtain reasonable assurance about the correctness of the contents of the Secretarial records. We believe that the process and practices we followed provide a reasonable basis for our report.

3. The correctness and appropriateness of financial records and Books of Accounts of the Company have not been verified.

4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards etc. is the responsibility of management. Our examination was limited to the verification of the procedures and compliances on test basis.

6. While forming an opinion on compliance and issuing the Secretarial Audit Report, we have also taken into consideration the compliance related actions taken by the Company after SlstMarch 2018 but before issue of the Report.

7. We have considered actions carried out by the Company based on independent legal/professional opinion as being in compliance with law, whereverthere was scope for multiple interpretations.

	For SVJS & Associates
	Company Secretaries
Kochi	Sd/-
01.08.2018	P. Sivakumar
	Managing Partner
	PCS: 3050
	CPNo:2210

Annual Report on Corporate Social Responsibility activities:

1	a) Brief outline of the Company''s CSR Policy :	Company believes and act on the philosophy of compassion and giving back to the society, characterized by the willingness to help build a better society The CSR Policy focuses on addressing critical social, environmental and economic needs of the marginalized /underprivileged sections of the society
	b) Overview of project or programmes proposed to be
	Undertaken :	Projects in line with the CSR Policy of the Company
	c) Weblink of CSR Policy :	http://www.rubfila.com/About us/CSR Policy
2.	The Composition of CSR Committee :	The Committee consists of three directors out of which two are nonexecutive directors.
		The details of composition of the committee is mentioned in the Report on Corporate Governance attached to this Annual Report.
3.	Average Net prof it of the company for the last three :	Rs.1137.99 Lacs
	financial years
4.	Prescribed CSR Expenditure (2% of the above) :	Rs. 22.76 Lacs
5.	a) Details of CSR spent during the financial year :	Rs. 22.33 Lacs
	b) Amount unspent, if any :	Rs. 0.43 Lacs

c) Manner in which the amount spent during the financial

SI. No.	CSR Project orActivity Identified	Sector in which the project is covered	Projects or Programmes includingthe state and district where the projects or programmes was undertaken	Amount outlay (Budget) projector programme wise	Amount spent on the projects or programmes, Direct expenditure on projects overheads	Cumulative expenditure up to reporting period	Amount spent direct orthrough implementing agency
1	Financial assistance given to an under privelliged fortreat-ment & incinerator donated foran oldage home	Promoting Health Care including preventive health care and sanitation	Palakkad Kerala	1.08 lacs	1.08 lacs	1.08 lacs	Direct
2	Auditorium forthe Govt. Vocational Higher Secondary School, Kanjikode, Palakkad, Kerala	Promoting Education in-cludingSpecial Education among Children, Women, Elderly and the differently abled	Palakkad Kerala	21.25 lacs	21.25 lacs	22.33 lacs	Direct

6. In case the company failed to spend the prescribed amount reason for the same.

: Company couldn''t identify suitable project to spent an amount of Rs. 0.43 Lacs duringtheyear2017-18

Implementation and monitoring of CSR policy is in compliance with CSR objectives and Policy of the Company

	For and on behalf of Board of Directors
	BharatJ Pate I
Mumbai	DIN 01100361
01-08-2018	Chairman

---

Mar 31, 2016

2. Performance Review

The Directors have pleasure to present their 23rd Annual Report and the audited Annual Accounts for the year ended 31st March 2016.

1. Financial Results '' i_n |__akh_s

Particulars	Year ended 31st March, 2016 (Rs in lakhs)	Year ended 31st March, 2015 (Rs in lakhs)
Gross Income	17193.90	16905.93
Profit before Interest and Depreciation	1629.45	2283.40
Finance Charges	21.06	8.98
Profit before Depreciation	1608.39	2274.42
Provision for Depreciation	290.55	272.61
Net Profit before Tax	1317.84	2041.76
Provision for Tax	515.01	682.90
Net Profit after Tax	802.83	1358.86
Balance of Profit brought forward	4415.76	3514.98
Balance available for appropriation	5218.59	4873.84
Dividend on Equity Shares	216.09	324.13
Tax on proposed Dividend	44.00	66.00
Transfer to General Reserve	40.14	67.94
Surplus carried to Balance Sheet	4918.37	4415.76

Your company achieved a higher turnover of Rs.17193.90 Lakhs, an increase of 1.7 % as compared to last year. The Profit before depreciation and taxes is Rs.1608.39 Lakhs as compared to Rs.2274.42 Lakhs posted during the previous year. The earnings per equity share (face value Rs. 5) for the year is Rs. 1.86 as against Rs.3.14 for the previous year. The loss of production at the Kerala plant for 42 days due to labour unrest and other challenges in the market contributed to the dip in the profits. With the rubber prices in the international markets at lower levels than India, imports of rubber threads at cheaper prices were dumped into the country. This led to severe pressure on the margins and hence the profitability. Through a series of prudent operational and financial strategies, the Company managed to limit the impact of above issues on the performance of the Company.

3. Dividend and Transfer of Reserves

Your Directors have recommended a dividend of 10% (Re.0.50 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 2015-16 (including Dividend Distribution Tax) of Rs.260.09 Lakhs. (Rs. 390.13 Lakhs in 2014-15). An amount of Rs.40.14 Lakhs, has been transferred to General Reserve as per the provisions of Companies Act, 2013.

4. Capital Expenditure

As on 31st March 2016, the gross fixed assets of the company stand at Rs.7465.15 Lakhs and net fixed assets Rs 2778.92 Lakhs. Capital additions during the year amounted to Rs 195.11 Lakhs, which include addition to Building for Rs.39.09 Lakhs, Plant & Machinery and other assets amounting to Rs.156.02 Lakhs.

5. Future Prospects

The market for rubber threads has been growing, though mutedly and alternate materials have gained acceptance in the user industry. Hence the growth of elastic market will not entirely reflect in the growth of rubber thread market since it will share the space with alternate materials used by customers.

One of the biggest challenges faced by the rubber thread industry is with regards to pricing of latex, the major raw material. The government has been under pressure to protect the farmers and steps have been initiated to restrict imports of natural rubber into the country. This makes the Indian manufacturers to compete against the players from South East Asia who have access to latex at much lower prices. The international players have been dumping rubber threads into the Indian market compressing the margins available.

With India having trade agreements with ASEAN countries, the lower customs duty on rubber thread adds more challenges to the domestic industry. The customs duty is slated to be reduced to zero in the next few years and this could be a major challenge for the industry. Since your company has achieved a position of repute in the market over the past two decades, it remains as an important supplier of choice for the rubber thread customers of India. Rubfila also has carved a name for itself in the international market with customers spread out in many countries.

Even as challenges remain as a grave concern, the company believes that its credentials in the market along with the ability and agility to face challenges would help to steer out of any adverse situations.

6. 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 and loss account of the company for that period.

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.

7. Listing on Stock Exchanges

Your Company''s shares are listed on the Bombay stock exchange Ltd. During the year under review, your company''s share price had touched Rs.67.40 per equity share. The closing price on shares on BSE as on 31.03.2016 was Rs.34.10 as against Rs.38.40 for the year ended 31.03.2015.

8. Declaration on Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Indenpendent Directors of the Company Mr. Samir K. Shah (DIN 01714717), Mr.S.N.Rajan (DIN 00105864), Mr. Patrick M Davenport (DIN 00962475) and Ms.R.Chitra (DIN 01560585) have given declaration to the Company that they qualify the criteria of independence as mentioned below:

(a) in the opinion of the Board, are persons of integrity and possess relevant expertise and experience;

(b) (i) who were not Promoters of the company or its holding, subsidiary or associate company

(ii) who are not related to Promoters or Directors in the company, its holding, subsidiary or associate Company;

(c) who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their Promoters or Directors, during the two immediately preceding financial years or during the current financial year;

(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their Promoters, or Directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) Who, neither himself nor any of his relatives -

i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;

ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

(A) a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) holds together with his relative two per cent, or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of its Promoters, Directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(f) Who possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations and other disciplines related to the Company''s business.

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.

Further, the Independendent Directors of the Company met once during the year on 12.02.2016 to review the performance of the Non-executive directors,, Chairman of the Company and performance of the Board as a whole.

9. 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

d) 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.

10. Deposits

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.

11. Related Party Transactions

All Transaction 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. There was no materially significant transaction with the Company''s Promoters, Directors, Management or their relatives that could have had a potential conflict with the interests of the Company. All Related Party Transaction up to March 31, 2016 were placed before the Audit Committee as also the Board for approval. The policy on Materiality of and dealing with Related party transactions as approved by the Board is uploaded on the Company''s website on the below link: http:/rubfila.com/policies

None of the Directors has any pecuniary relationships or transactions except to the extent of remuneration drawn by the directors. The Form AOC - 2 containing the particulars of contracts or arrangements with related parties made during the period under review is annexed herewith.

12. 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.

13. Corporate Social Responsibility:

The Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. The company believes and acts on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone.

The CSR Policy may be accessed on the Company''s website at the link:http:www.rubfila.com/about us

The CSR activities are overseen by a committee of Directors comprising of Mr. Bharat J. Dattani (DIN 1462746), Mr. S.N. Rajan (DIN 00105864) and Mr. G Krishna Kumar on a regular basis.

During the year Company has spent Rs.24.07 Lakhs towards CSR expenditures. The areas in which amounts spent are palliative care, infrastructure development for charitable societies, financial assistance to the needy in the society, contribution to the dialysis centre and other public health sector for treatment. A report on the Corporate Social Responsibility activities is annexed to this report.

14. Directors

The Board of directors of the company is comprises of aNon-Executive Chairman, Managing Director (Executive), four Non-Executive Promoter Directors and four Non-executive Independent Directors Including a women director in compliance to the provisions of the Companies Act and SEBI regulations. 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.Bharat J. Dattani (DIN 1462746), and Mr. Thomas Calton III (Tommy Thompson) ( DIN 1509260), retires by rotation and being eligible offers themselves for reappointment in the ensuring Annual General Meetings.

No directors of Key Managerial Personnel were appointed or have resigned during the period under review.

During the year 2015-16 five Meetings of the Board of Directors were held. Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors, has carried out an annual performance evaluation of its own, Subcommittees of Board and individual directors, based on the criteria laid down in the Nomination Remuneration and Evaluation Policy of the Company.

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

The Board based on the recommendation of the Nomination and Remuneration Committee has furnished a Nomination and remuneration Policy of Directors, Key Managerial Personnel of the Company. The same is available in the following weblink:www.rubfila. com/policeies

The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is annexed to this report.

16. Statutory Auditors

M/s Mohan & Mohan Associates, Chartered Accountants, Thiruvananthapuram Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Provisions of Companies Act 2013, it is proposed to reappoint them as Statutory Auditors for the financial year 2016-17 from the conclusion of this Annual General

Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders. M/S Mohan & Mohan Associates have given necessary Certificate as per Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditor''s Report.

During the period under review, there were no frauds reported by the auditors under provisions of the Companies Act, 2013

17. Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of the Company had appointed M/s. SVJS & Associates, company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2016. The Secretarial Auditors have submitted their report and the Board took note of the same. The Secretarial Audit Report is annexed herewith.

18. Cost Audit

M/s Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2015-16 and a resolution for ratification of the remuneration payable is included in the Notice calling the Annual General Meeting.

19. 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 period 2015-16.

20. Disclosures :

I) Information Pursuant to Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014

In terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has no employee drawing salary exceeding Rs. 60.00 Lakhs per annum or Rs. 5.00 lakhs per month during the year under review.

The Company is not paying any commission to its Directors.

ii) Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 the rules made there under 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:http:www. rubfila.com/ policies

iii) 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 followingweblink:www.rubfila.com/ policies

iv) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has 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 Company has not received any complaint under the Sexual Harassment of Women at work place (Prevention and Redressal) Act, 2013.

v) Employees Stock Option Scheme (ESOS):

The Company in its Annual General Meeting held on 12.08.2014 has approved an Employee Stock Option Scheme (ESOS) pursuant to the provisions of the Companies Act and SEBI Regulations.

During the period under review your Company has not granted or vested any options. Further, no options was exercised and have lapsed during the period ended 31.03.2016.

vi) Change in the Nature of Business, if any

There was no change in the nature of business of the Company during the Financial Year 2015-16.

vii) 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.

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

viii) Significant or Material Orders passed by Regulators / Courts / Tribunals

During the year under review, 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.

ix) Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies as on the reporting date. During the year under review, no companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies

x) Internal Financial Controls

The Company has established adequate internal control system which is commensurate with its nature and volume of operations.

xi) Extract of Annual Return

The Extract of Annual Return in Form No.MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 is annexed hereto and forms part of this report.

xii) 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 Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is attached to thereport on Corporate Governance.

21. Appreciation and Acknowledgement

Your Directors acknowledge with gratitude the cooperation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, M/s. Integrated Enterprises India Ltd, Banks, and other agencies of the Central and State government.

Your Directors also wish to place on record the sincere appreciation of services rendered by the employees at all the levels towards your company''s success during the year under review and shareholders for their active support and co-operation.

For and on behalf of Board of Directors

Bharat J. Patel

DIN 01100361

Chairman

Mumbai

05-08-2016

---

Mar 31, 2015

The Directors have pleasure to present their 22nd Annual Report and the audited Annual Accounts for the year ended 31st March 2015.

Financial Results

Year ended 31st March, 2015 Year ended 31st March, 2014 [Rs in lakhs) (Rs in lakhs)

Total Income 16905.93 13132.80

Profit before Depredation 2274.42 1704.76

Profit before Tax 2001.32 1397.27

Profit after tax 1358.87 928.85

EFS (face value Rs. 5) Rs. 3.14 Rs. 2.15

Performance Review

Your company has continued to grow this year aIso and has achieved an all time high performance in its history as far as turnover and profits are concerned. . The gross revenues touched Rs. 16905.93 Lacs, 28.73 % more than last year whereas profit before depreciation and taxes touched Rs.2274.61 Lacs , 33.70 % higher compared to previous year. The earnings per equity share (face value Re, 5} for the year increased to Rs. 3.05 from Rs,2,14 in the previous year. It is to be noted that the company had achieved better performance for the year irrespective of the challenges which existed in the market. The com pa n y h as been following prudent financial management and has operated this year also with no debt support from any institutions,

Dividend

Your Directors have recommended a dividend of 15% (Re.0.75 per Share of face value Rs, 5/-) for the year, (as against 12% for the previous year ended 31st March, 2014), subject to the approval of the shareholders at the ensuing Annual General Meeting. This will result in total payout for the year 2014-15 (including Dividend Distribution Tax) of Rs. 390.13 Lacs. (Rs. 303,38 Lacs in 2013-14). An amount of Rs. 68.00 Lacs has been transferred to General Reserve as per the provisions of Companies Act, 2013,

Capital Expenditure

As on 31st March 2015, The gross fixed assets of the company stand at Rs.7270.04 Lacs and net fixed assets Rs 2874.3 7 Lacs. Capital additions during the year amounted to Rs.360.23 Lacs, which include addition to Building for Rs. 123.44 Lacs, Plant & Machinery and other assets amounting to Rs.236.79 Lacs.

Future Prospects

The rubber thread industry witnessed highly volatile situations in the past year due to a variety of factors like over capacity in the Indian and international market, latex price fluctuations etc. The challenges continue to remain in the medium term in view of the highly volatile latex prices in India compared to very low prices existing in Malaysia and Thailand. The steps taken by the government to safeguard the interests of rubber growers has aggravated the situation with the Indian latex prices reaching almost the double that of international prices. This has led to large volume of imports of threads into the country putting pressure on the pricing. Rubbia continues to enjoy a dominant position in the Indian market even as its presence in the international market is also growing.

The installed production capacity of the Company has grown from 6350 MT to 11500 MT per annum by 2014. In addition to this, the company has also entered into exclusive manufacturing arrangement with M/s. Abhisar Build well P Ltd., the second largest manufacturer of Rubber threads in India and thus has got a total capacity of 15500MTperannum at its disposal.

The year 201 5-16 will be the first year when all the above mentioned capacity would be available on a full year basis and the company expects to achieve a better turnover this year.

Directors1 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 judgment* and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

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 subinterval 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 Bombay stock exchange. During the year under review, your company's share price had touched Rs.52,BG per equity share. The Shan- price quoted at BSE at the closing on 31.03.2015 which was Rs.38.40 against the closing price of Rs. 17.40 on31,03.2014.

Corporate Governance

As required by Clause 4 9 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis, and the Auditor's Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

Declaration on Independent Directors

The Independent Directors Mr.Samir K. Shah (DIN 01 714717), Mr.S.N.Rajan (DIN 00105864), Mr, Patrick M Davenport (DIN 00962475) and Ms.R.Chitra (DIN 01560585):

(a) in the opinion of the Board, are persons of integrity and possess relevant expertise and experience;

(b) (i) who were not promoters of the company or its holding, subsidiary or associate company

(ii) who are not related to Promoters or Directors in the company, its holding, subsidiary or associate Company;

(c) who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their Promoters or Directors, during the two immediately preceding financial years or during the current financial year;

(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their Promoters, or Directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) Who, Neither himself nor any of his relatives-

i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to he appointed;

ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed.

(A) a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii] holds together with his relative two per cent, or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its Promoters, Directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or who possesses such other qualification as may be prescribed.

Particulars of Loans, guarantees or in vestments

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 i n 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

d) 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.

Deposits

Our 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.

Related Party Transactions

A detailed report on contracts and arrangements made during the year 2014-1 5, being arm's length transactions have been reported and annexed hereto in Form AOC 2.

Conservation of Energy, technology absorption, foreign exchange earnings and outgo Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report.

Corporate Social Responsibility:

Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. We believe and act on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone. This is the cornerstone of our CSR policy.

The CSR activities were overseen by a committee of Directors comprising of Mr. Bharat J. Dattani, Mr. S.N. Rajan and Mr.G Krishna Kumar on a regular basis.

During the year Company has spent Rs.21.02 Lacs towards CSR expenditures. The areas in which amounts spent are palliative care, infrastructure development for charitable societies , financial assistance to the needy in the society, contribution to the dialysis centre and other public health sector for treatment. A report on the Corporate Social Responsibility activities is annexed to this report.

Directors

The Board is comprised of Non-Executive Chairman, Managing Director (Executive), four Non-Executive Promoter Directors and four Non-executive Independent Directors. Detailed composition of the Board and its subcommittees are enumerated in the Corporate Governance Report forming part of this Annual Report. In accordance with the Companies Act, 2013, Mr. Dhiren S. Shah (DIN 01149436), and Mr.Hardhik B Patel (DIN 00590663) retire by rotation and being eligible offer themselves for reappointment. Mr.Samir K.Shah (DIN 01714717) Mr.S.N.Rajan (DIN 00105864) and Mr, Patrick M Davenport (DIN 00962475) were appointed as Independent Directors as per provisions of Companies Act, 2013, though they were already Independent Directors under listing agreement. In order to comply with the provisions of the Companies Act, 2013, your company also appointed Mrs. R.Chitra (DIN 015605B5) as an Independent Director to comply with the condition of having a Woman Director. Your Directors recommend the appointment of these four Independent Directors for a period of Five years from the date of appointment

During the year 2014 - 1 5 four Meetings of the Board of Directors were held. Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors, has carried out an annual performance evaluation of its own, Sub- Committees of Board and individual directors, based on the criteria laid down in the Nomination Remuneration and Evaluation Policy of the Company.

As per the provisions of Section 2 (51) and Section 203 of the Companies Act, 2013 Company has named Mr.G.Krishna Kumar (Managing Director), Mr.N.N. Parameswaran (Chief Finance Officer & Company Secretary) as the Key Managerial Personnel (KMP) of the Company.

Auditors

M/S Mohan & Mohan Associates., Chartered Accountants, Thiruvananthapuram Statutory Auditors of the Company will retire at the forth coming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013. it is proposed to re-appoint them as Statutory Auditors for the financial year 2015-16 from the conclusion of this Annual General Meeting rill the conclusion of the next Annual General Meeting, subject to the approval of shareholders. M/S Mohan & Mohan Associates have given necessary Certificate as per Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

Secretarial Audit

Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexure to this report.

Management Reply to the observations of the Secretarial Auditor in their report,

1, Even though there was one day delay in transferring the dividend amount to the Bank Account, the dividend was paid to the shareholders in time.

2. Advertisement in the newspaper about the book- closure was an inadvertent omission and company has taken note of this.

3. Non-filing of Form 5 INV is an inadvenenr omission and steps are taken to file the Form.

4. The Board of Directors in its meeting held on 28/10/201 3 noted the expiry of the term of Managing Director. As it would take some more time to finalize the terms and conditions of appointment of Managing Director he was requested to continue his office. Subsequently,, the terms and conditions of the appointment of Managing Director were finalized and the Board Meeting he Id on 2 6th May, 2014 appointed him as the Managing Director of the Company with retrospective effect.

Cost Audit Compliance

M/s. Ajith Sivadas & Co, Cost Accountants was appointed as Cost Auditors for the year 2014-15 and a resolution for ratification of the appointment and remuneration payable is included in the N of ice of Ann ual General Meeting.

Disclosures:

Information Pursuant to Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014. in terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has no employee drawing salary exceeding Rs. 60.00 lacs per annum or Rs. 5.00 lakhs per month during the year under review. Company is not paying any commission to the Directors.

Vigil Mechanism /Whistle Blower Policy

The company has established vigil mechanism and adopted whistle blower policy which protects persons who uses the mechanism from victimization. The Policy is posted inutile website of the company.

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.

Disclosure under the Sexual Harassment of Women at Workplace {Prevention, Prohibition and Redressal) Act, 2013 Company has not received any complaint under the Sexual Harassment of Women at work place (Prevention and Redressal) Act, 2013.

Status of Employees Stock Option Scheme {E SOS) : Employees Stock Option Scheme (ESOS) was approved by the members in the last Annual General Meeting held on 12-08-2014, No options have been granted or vested during the year 2014-15.

Change in the Nature of Business, if any

Tin ere was no change in the nature of business of the Company during the Financial Year 2014-15.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between t he end of t he Financial Yea r of 1 he Com pa ny 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 statements relate and the date of report.

Significant or Material Orders passed by Regulators / Courts Tribunals

During the year under review, 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

The Company do not have any Subsidiaries, Joint Ventures and Associate Companies

Internal Financial Controls

The Company has established adequate internal control system which is commensurate with its nature and volume of operations- Extract of Annual Return

The Extract of Annual Return in Form No.MGT-9 as per

Section 1 34 (3) (a) of the Companies Act, 2013 is annexed hereto and forms part of this report,

Appreciation

Your Directors acknowledge with gratitude the co- operation and assistance given by M/s. Rubpro Sdn, Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, M/s. Integrated Enterprises India Ltd, Banks, and other agencies of the Central and State government.

Your Directors also wish to place on record the sincere appreciation of services rendered by the employees at all the levels towards your company's success during the year under review and shareholders for their active support and co-operation.

Bharat J, Patel

DIN 01100361

Kanjikode Chairman

07/06/2015

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Mar 31, 2014

Dear members,

The Directors have pleasure to present their 21st Annual Report and the audited Annual Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 31-03-2014 31-03-2013

Total Income 13,238.80 10,595.90

Profit before depreciation 1,704.75 1,628.28

Profit before Tax 1,397.26 1,348.55

Profit after Tax 928.85 1,329.97

PERFORMANCE REVIEW

During the year under review, the Company achieved a turnover of Rs. 13,238.80 lacs, in place of Rs.10,595.90 lacs posted for the previous year. Out of this Rs.12,037 lacs is contributed by the sales in the domestic market and Rs.1201.80 lacs by the overseas markets. The year under review also witnessed a stable growth in the over all operations of the Company, through careful planning of operations, controlling expenditure and prudent financial management practices. The order position for the company continues to be encouraging and it is hopeful of sustaining the good performance in the coming years too.

The expansion plan of the Company for putting up two more production lines has been completed during the year 2013- 14 and the commercial production started on 1st April 2013 and 26th March, 2014. It is noteworthy here to mention that the entire project cost has been funded from internal sources.

DIVIDEND

In view of the sufficient distributable profit during the year under review, the Board of Directors has recommended a dividend of 12% ( 60 Ps per share of face value Re.5/-) for the year, subject to the approval of the shareholders at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis, and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

DIRECTORS

Mr.Bharat J Patel and Mr.Samir K. Shah, Directors, retire by rotation and being eligible offer themselves for reappointment.

AUDITORS

M/s. Mohan & Mohan Associates, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

INDUSTRIAL RELATIONS

The Industrial Relations climate continues to remain harmonious and congenial. Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees at all levels.

Introduction of Employee Stock Option Scheme (ESOP) :-

The Company is proposing to introduce an Employee Stock Option Scheme to attract, retain and motivate qualified, talented and competent personnel for the business operations of the organization. The scheme would be titled as "Rubfila - Employee Stock Option Scheme - 2014" ("RUBFILA ESOS-2014"). The proposal was considered by the Board at its meeting held on 26/05/2014 and the same will be implemented subject to the approval by the members in the ensuing Annual General Meeting.

STATUTORY DISCLOSURES

Directors'' Responsibility Statement

The Directors report that

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 and loss account of the company for that period.

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.

GROUP COMPANIES

As per SEBI (Substantial Acquisition of Shares and Takeover) Regulation - 1997 as amended by SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, the following are the Group Companies falling within the regulations 3 (1) (e) (i):-

a) Rubpro Sdn. Bhd.; Malaysia

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of requirements of section 217 (1) (e) of the Companies Act, 1956 are set out in the Annexure in the prescribed form forming part of this report.

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1973.

Your Company does not have any employee in respect of whom information under Section 217 (2A) of the Companies Act, 1956 as amended, is required to be annexed.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the period under review and has no overdue or unclaimed deposits of any kind.

APPRECIATION

Your Directors acknowledge with gratitude the co- operation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, M/s. Integrated Enterprises India Ltd, Punjab National Bank, and other agencies of the Central and State government. Your Directors also wish to place on record sincere appreciation to the devoted and dedicated services rendered by the employees at all the levels towards your company''s success during the year under review and shareholders for their active support and co-operation

For and on behalf of Board of Directors

Bharat J.Patel Chairman

Palakkad 26/05/2014

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Mar 31, 2013

The Di rectors have pleasure to present their 20th Annual Report and the audited Annual Accounts for the year ended 31st Maroh2013.

FINANCIAL RESULTS

Particulars 31-03-2013 31-03-2012

Total Income 10595.90 10092.84

Profit before depreciation 1628.28 1269.18

Profit before exceptional items & Tax 1348.55 992.05

Exceptional items - 2285.05

Profit before Tax 1348.55 3277.10

Profit after Tax 1329.97 3277.10 PERFORMANCE REVIEW

During the year under review, the Company achieved a

turnover of Rs. 10595.901 akhs, a growth of 4.98% over the sales of the previous year. Out of this Rs. 9893.65 lacs came from the Sales in the domestic market and Rs.702.25 lacs in the overseas markets. The Company, through careful planning of operations, controlling expenditure and prudent financial management practices could achieve a better profitability in the year under review. The order position for the company continues to be encouraging and it is hopeful of sustaining the good per for ma nee i n the co mi ng years too.

In view of the encouraging trend in the rubber thread market, the company had undertaken its expansion plan for putting up two more lines and the commercial production of the third line has commenced during the year 2013-14. The project for putting up the fourth line is in underway and the plant is expected to get completed by the 4th quarter of this financial year. The cost of the putting up the third line has been funded entirely from internal sources and the company hopes to fund the entire cost for the fourth line also internally.

DIVIDEND

In view of the excellent performance during the year under review, the Board of Directors has recommended a dividend of 12% (60 P s per share of face value Re.5/") for the year, subject to the approval of the shareholders at the ensuing Annual General Meeting. It is to be mentioned that this is the maiden dividend from the company 19 years after coming out with Point the year 1994.

occipital EXPENDITURE/EXPANSION PLAN

As explained early, the Company has completed the expansion project for putting up the third production line and the total cost of the project was Rs. 920 Lacs towards

Piant and machinery and Buildings. Out of this, an amount of Rs. 847.69 lakhs has already been spent and the Commercial production has started this year. The Company is also planning to add one more line which is expected to be completed during the fourth quarter of the financial year 2013 -14.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, management Discussion and Analysis, and the Auditor s Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

DIRECTORS

Mr.B harat J Dattani and IVIr.Thomas Calton Thompson III, Directors, retire by rotation and being eligible offer the m selves for reappoi ntment.

AUDITORS

M/s. Mohan & Mohan Associates, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

INDUSTRIAL RELATIONS

The Industrial Relations climate continues to remain harmonious and congenial. Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees at a 11 levels.

STATUTORY DISCLOSURES

Directors Responsibility Statement The directors report that

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 and loss account of the company for that period.

iii) The Di rectors have taken pro per 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.

GROUP COMPANIES

As per SEBI (Substantial Acquisition of Shares and Takeover) Reg- ulation 1997 sanded by SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002 , the following are the Group Companies fa11ing within the regulations 3

a) Rubpro Sdn. Bhd., Malaysia Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of requirements of section 217 (1) («) of the Companies Act, 1956 are set out in the Annexure in the prescribed form forming part of this report.

Information as per Section 217 (2 A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1973.

Your Company does not have any employee in respect of whom information under Section 217 (2A) of the Companies Act, 1956 as amended, is required to be annexed.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the period under review and has no overdue or unclaimed deposits ofany kind.

APPRECIATION

Your Directors acknowledge with gratitude the co'' operation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia , Kerala State Industrial Development Corporation Ltd, IVI/s. Integrated Enterprises India Ltd, Punjab National Bank, and other agencies of the Central and State government. Your Directors also wish to place on record sincere appreciation to the devoted and dedicated services rendered by the employees at all the levels towards your company s success during the year under review and share holders for their active support and cooperation

For and on behalf of Board of Directors

Bharat J.Patel

Chairman

Mumbai

9" May, 2013

---

Mar 31, 2012

The Directors have pleasure in presenting the Nineteenth Annual Report of the operations of the Company and the Audited Financial Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS: ( in Rs. Lakhs)

Particulars 31.03.2012 31.03.2011

Gross Sales / Income from Operations 10092.84 8233.51

Less: Excise Duty (436.70) (313.32)

Net Sales / Income from Operations 9656.14 7920.19

Other Income 111.59 23.47 Total Expenditure (Excluding Interest, Depreciation and Preliminary Expenses) 8497.50 7458.39

Depreciation 277.13 276.39

Profit from Operations 993.10 208.88

Prior Period Expenses (Net) 1.06 (5.90)

Exceptional Items 2285.05 0.00

Net Profit( ) / Loss (-) after extra ordinary items 3277.10 214.77

PERFORMANCE: (in Rs. Lakhs)

Particulars 31.03.2012 31.03.2011

Domestic Sales 8737.10 7395.16

Export Sales 834.60 442.92

Operating Profit / (Loss) 1270.24 491.29

During the year under review, the company achieved a gross turnover of 10092.84 lakhs, a growth of 23% over the sales of the previous year. Out of this, 9258 lakhs came from the sales in the domestic market and Rs. 835 lakhs was from the sales in the overseas markets.

The company, through a series of stringent management initiatives in rationalizing the operations, could achieve a higher sales and higher profitability in the year. Even though the Indian market for rubber threads saw a steady growth this year also in line with the trends in the past few years, it was not bereft of any turbulences. Your company faced issues like slowdown fears among the customers, stretched payment cycles etc. But irrespective of these factors and increased competition, your company continued to be successful in holding on to its market share during the year under review. In the export front, the company catered mainly to its regular customers who procure niche products. The company intends to expand the manufacturing capacity with an idea to target more of exports market. Your company follows prudent financial management practices and completed another

year of operations without any support for working capital from the financial institutions. In addition to that, your company was prudent to invest funds resulting in increased earnings.

BIFR PROCEEDINGS

The Company had submitted a fully tied up Draft Rehabilitation Scheme (DRS) which was approved by BIFR in the hearing held on 5th September 2011 and the directions had been complied with subsequently. The company is happy to announce that the net worth of the Company has turned positive and process has been initiated to delist the company from the BIFR.

DIVIDEND

In view of the inadequate distributable surplus during the year, your Board regrets that the Company is not in a position to pay dividend.

AUDIT COMMITTEE

The Audit Committee had continued its deliberations during the year under review. The accounts for each quarter were reviewed by Audit committee before

placing before the Board. The observations of Internal and Statutory Auditors were also discussed during the review meetings.

CORPORATE GOVERNANCE The management discussion and analysis report and the compliance of recommendations on corporate governance are annexed to this report.

DIRECTORS

Mr. Dhiren S Shah and Mr.Patrick M Davenport, Directors retire by rotation and being eligible offer themselves for reappointment. Mr. M Jayabalan resigned from the Board with effect from 28/12/2011 and the board accepted the resignation with due appreciation to the services rendered by him.

The Board decided to pay Sitting Fee @ Rs. 20,000/- per Board meeting attended and Rs. 5,000/- per meeting for any committee meeting thereof.

AUDITORS

M/s. Mohan & Mohan Associates, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting.

INDUSTRIAL RELATIONS

The Industrial Relations climate continues to remain harmonious and congenial. Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees at all levels. STATUTORY DISCLOSURES DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2)(AA) OF THE COMPANIES (AMENDMENT ACT 2000)

The Board of Directors Report -

1) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2) 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 at the end of the financial year and of the profit or loss of the company for that period.

3) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

4) the Directors have prepared the annual accounts on a going concern basis.

GROUP COMPANIES

As per SEBI (Substantial Acquisition of Shares and Takeover) Regulation - 1997 as amended by SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, the following are the Group Companies falling within the regulations 3 (1) (e) (i):-

a) Rubpro Sdn. Bhd.; Malaysia CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of requirements of section 217 (1) (e) of the Companies Act, 1956 are set out in the Annexure in the prescribed form forming part of this report. INFORMATION AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1973.

Your Company does not have any employee in respect of whom information under Section 217 (2A) of the Companies Act, 1956 as amended, is required to be annexed.

FIXED DEPOSIT

The Company has neither accepted nor renewed any deposits during the period under review and has no overdue or unclaimed deposits of any kind. APPRECIATION

Your Directors acknowledge with gratitude the co- operation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, Punjab National Bank and other agencies of the Central and State government. Your Directors also wish to place on record sincere appreciation to the devoted and dedicated services rendered by the employees at all the levels towards your company's success during the year under review and shareholders for their active support and co- operation

For and on behalf of Board of Directors

Bharat J.Patel

Chairman

Mumbai

05/07/2012

---

Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report of the operations of the Company and the Audited Financial Accounts of the Company for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS: ( Rs. In lacs)

Particulars 31.03.2010 31.03.2009

Net Sales / Income from

Operations 5159.50 3735.87

Other Income 108.03 81.30

Total Expenditure

(Excluding Interest,

Depreciation and

Preliminary Expenses) 4715.99 3450.71

Interest 0 631.28

Depreciation 274.34 273.35

Preliminary & Deferred

Revenue Expenditure 6.03 6.03

Prior Period Expenses (Net) (47.30) 399.29

Waiver of Loan & Interest (1940.79) -

Net Profit( + )/Loss (-)

after extra ordinary items 2259.26 (943.50)

PERFORMANCE:

During the year under review, the company could achieve a turnover of Rs. 5159.50 lacs comprising of Rs 4841.38 lacs from the Domestic Sales and Rs. 318.12 lacs from the Exports. The company could achieve a higherturnoveras compared to the previous year due to increased demand in the rubber thread market. The Company could increase the capacity utilization and could post a profit of Rs.277.20 Lacs from operations. The company had negotiated with the Banks and settled the dues to them through an OTS (One-time Settlement) scheme through internal accruals as well by obtaining Unsecured Loans. After settling the dues with each bank, the balance in the outstanding of Principal and Interest amounting to Rs. 1940.79 lacs was added back to the Profit and Loss Account. This was considered as an extraordinary item, which along with the profit from the operations resulted in a Net Profit of Rs.2259.26 Lacs.

BIFR Proceedings

As directed by BIFR, the Company had submitted a fully tied up Draft Rehabilitation Scheme (DRS) on 2nd April 2010 and the Joint Meeting convened by Punjab National Bank, the Operating Agency ( OA) for the company, was held on 30th April 2010.

DIVIDEND

In view of the inadequate distributable surplus during the year, your Board regrets that the Company is not in a position to pay dividend.

AUDIT COMMITTEE

The Audit Committee had continued its deliberations during the year under review..The accounts for each quarter were reviewed by Audit committee before placing before the Board. The observations of Internal and Statutory Auditors were also discussed during the review meetings.

CORPORATE GOVERNANCE

The management discussion and analysis report and the compliance of recommendations on corporate governance are annexed to this report.

DIRECTORS

Mr. BharatJ Patel, Mr.BharatJ Dattani and Mr.Samir K. Shah, Directors retire by rotation and being eligible offer themselves for reappointment.

Mr. Vijay Lachmandas resigned from the Board and the Board places on record its appreciation for the services rendered by Mr. Vijay Lachmandas.

Kerala State Industrial Development Corporation Ltd (KSIDC) has appointed Mr.K. Suresh Kumar as their Nominee Director in the Board of the Company.

AUDITORS

M/s.Mohan & Mohan Associates, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting.

INDUSTRIAL RELATIONS

The Industrial Relations climate continues to remain harmonious and congenial. The Management and the Trade Unions entered into a wage settlement agreement for a period of 3 years till 31st March 2011. Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees at all levels.

STATUTORY DISCLOSURES

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2)(AA) OF THE COMPANIES (AMENDMENT ACT 2000)

The Board of Directors Report -

1) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2) that the Directors have selected such accounting pol icies and applies 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 or loss of the company for that period.

3) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

4) the Directors have prepared the annual accounts on a going concern basis.

GROUP COMPANIES

As per SEBI (Substantial Acquisition of Shares and Takeover) Regulation - 1997 as amended by SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, the following are the Group Companies falling within the regulations 3 (1) (e) (i) :-

a) Rubpro Sdn. Bhd.; Malaysia

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

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of requirements of section 217 (1) (e) of the Companies Act, 1956 are set out in the Annexure in the prescribed form forming part of this report.

INFORMATION AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1973.

Your Company does not have any employee in respect of whom information under Section 217 (2A) of the Companies Act, 1956 as amended, is required to be annexed.

FIXED DEPOSIT

The Company has neither accepted nor renewed any deposits during the period under review and has no overdue or unclaimed deposits of any kind.

APPRECIATION

Your Directors acknowledge with gratitude the cooperation and assistance given by M/s. Rubpro Sdn. Bhd., Malaysia, Kerala State Industrial Development Corporation Ltd, M/s. Integrated Enterprises India Ltd, The ICICI Bank Ltd, Punjab National Bank, The Catholic Syrian Bank Ltd and other agencies of the Central and State government. Your Directors also wish to place on record sincere appreciation to the devoted and dedicated services rendered by all the employees at all levels towards your companys success during the year under review and shareholders for their active support and co-operation

For and on behalf of Board of Directors

Mumbai Bharat J Patel

27-07-2010 Chairman