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Rubfila International Ltd.

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  • BSE Code: 500367
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Rubfila International Ltd. Accounting Policy

  

 CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:

We at Rubfila International Limited, are committed to good corporate governance and its adherence to the best practices of true spirits at all times. In pursuit of greater achievements, the company aims at not only its own growth but also maximization of benefits to the shareholders, employees, customers, government and also the general public at large. Our corporate Governance philosophy rests on five basic tenets viz., Board's accountability, value creation, strategic guidance, transparency and equitable treatment to all stakeholders.

BOARD OF DIRECTORS

A) Composition of the Board and category of Directors

As on 31st March, 2015, the Company's Board consists of 10 Directors having considerable professional experience in their respective fields.

 B) Role of Board of Directors : 

Your Company's Board of Directors plays primary role in ensuring good governance, smooth functioning of the Company and in the creating of shareholder value. The Board's role, functions, responsibility and accountability are clearly defined. As part of its function, your Board periodically reviews all the relevant information which is required to be placed before it pursuant to Clause 49 of the Listing Agreement and in particular reviews and approves corporate strategies, business plans, annual budgets, projects and capital expenditure. Your Board not only monitors the Company's overall corporate performance it also set standards of corporate behavior, ensures transparency in corporate dealing and compliance with the laws and regulations.

Agenda of the Board Meeting and Notes on Agenda are circulated to the Directors as far as possible well in advance of each Board Meeting. At the Board meeting elaborate presentations are made to the Board. The members discusses each agenda item freely in detail. 

 OTHER COMMITTEES AT BOARD LEVEL

A) Qualified and Independent Audit Committee

The Audit Committee at the Board level of your Company acts as a link between the Independent Auditors, Internal Auditors, the Management and the Board of Directors and overseas the financial reporting process. The Audit committee interacts with the Internal Auditors, Independent Auditors, Secretarial Auditors and Cost Auditors and reviews and recommends their appointment and remuneration. The Audit Committee is provided with all necessary assistance and information for enabling them to carry out its function effectively.

In general the Audit Committee reviews the Audit and internal control procedures, accounting policies and the Company's financial reporting process and ensure that the financial statements are correct, sufficient and credible and exercises the powers as recommended from ti me to time by SEBI, Stock Exchanges and/or under the Companies Act, 2013. Further your Audit Committee also reviews the following information mandatorily:

1. Management discussion and analysis of financial conditions and results of operations;

2. Statement of significant related party transactions submitted by the management;

3. Management letters/letters of internal control weaknesses if any issued by the statutory auditors;

4. Internal Audit report relating to internal control weaknesses, if any and implementation of action points arising there from and;

5. The appointment, removal and terms of remuneration of the Internal Auditors

6. Quarterly and annual financial statements and;

7. Risk assessment and minimization procedures

B) Stakeholders Relationship Committee

In compliance with the provisions of Listing agreement and Section 178 of Companies Act, 2013, your company re­constituted this committee as "Stakeholders Relationship Committee". This committee of the Board of your Company looks into various issues relating to shareholders/investors including transfer and transmission of shares held by shareholders in physical format as well as non-receipt of dividend, Annual Report, shares after transfer and delays in transfer of shares. The committee also looks into issues including status of dematerialization/remateriolizotion of shares and issue of duplicate share certificates and t racks investor complaints and suggest measures for improvement from time to time.

The Committee comprises of Mr.Patrick M Davenport as Chairman and Mr.Samir K.Shah and Mr.Dhiren S. Shah as members. Mr.N.N.Parameswaran, being Compliance Officer acts as Secretary to the Committee to discharge the function of the Committee. As on 31st March, 2015 no complaints remained unattended/pending more than thirty days. The company has no share transfers/transmission pending as on 31 St March, 2015.

O Corporate Social Responsibility Committee(CSR Committee)

The Board believe and act on the philosophy of generosity and compassion, characterize by the willingness to build a better society.

The CSR Committee comprises of Mr.Bharat J. Dattani as the Chairman, Mr.S.N.Rajan and Mr.G.Krishna Kumar Directors as members. The Committee reviewed the CSR activities undertaken during the year.

D) Nomination and Remuneration Committee

In compliance of Section 1 78 of Companies Act, 2013 the Board renamed the Remuneration committee as "Nomination and Remuneration Committee. Your Board has re-constituted the Nomination and Remuneration Committee which now comprises of Mr.Patrick M.Davenport Independent Director as Chairman, Mr.Bharat J. Patel and Mr.S.N.Rajan as Members.

The terms of reference of the committee inter alia include Succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors  based on certain laid down criteria’s, identifying potential individuals tor appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between fixed and incentive pay reflecting both short and long term objectives of the company.

The Committee reviewed the performance of the Directors both Non- Executive and Executive Directors and also the senior managerial personnel including Key Managerial personnel during the year- 

E) Risk Management Committee 

Evaluation of Business Risk and managing the risk has always been an ongoing process in your Company. 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 objectives and scope of the BRM committee comprises of an oversight of risk management performed by the executive management, review BRM policy and framework in line with local legal frame work and SEBI guidelines and defining framework in identification, assessment, monitoring, mitigation and reporting risks.

REMUNERATION OF NON-EXECUTIVE/EXECUTIVE DIRECTORS

All decisions relating to the remuneration of the Directors were taken by the Board of Directors of the Company and in accordance with the Share holders' approval wherever necessary.

Your company pays a sitting fees of Rs.20000 for each Board meeting and Rs.5000 each for Audit Committee meetings attended by the Directors except to Executive Directors.

CODE OF CONDUCT AND CEO/CFO CERTIFICATION

The Board had adopted a code of conduct for all Board members and senior management of the company. The term senior management means personnel of the company who are members of its core management team excluding Board of Directors. Normally this would comprise all members of management one level below the executive directors, including all functional heads. 

The code has been circulated to all members of the Board and senior management and the compliance of lire same has been affirmed by them.

Mr.G.Krishna Kumar, Managing Director and Mr. N.N.Parameswaran, CFO of the Company have certified to the Board that:

(a) They have reviewed the Financial Statements and the Cash Flow statement for the year and that to the best of their knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material facts or contain statements that might be misleading; and

ii. these statements together present a true and fair view of the Company's affairs and are incompliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of their knowledge and belief no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's code of conduct.

(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to the financial report and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

(d) They have indicated to the auditors and the Audit Committee:

i) significant changes in internal control over financial reporting during the year;

ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii) instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or any employee having a significant role in the Company's internal control system over financial reporting

We hereby confirm that:

"The company has obtained from all the members of the Board and senior management, affirmation that they have complied with the code of conduct for directors and senior management in respect of the financial year 2014-15" 

G.Krishnakumar Managing Director

Disclosures:

Disclosures on materially significant related party transactions i.e., transactions of the company of material nature, with its promoter, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large: 

All transactions with related parties were in the ordinary course of business and at arm's length. The company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the company.

The details of related party transactions are disclosed in Note No. 30 attached to and forming part of the accounts. Compliance with Accounting Standards

In the preparation of financial statements there is no deviation from the prescribed Accounting Standards. Compliance Certificate from the auditors

Certificate from the auditors of the company confirming compliance with the mandatory requirements under clause 49 of the listing agreement is annexed to this report.

General Shareholder Information

Annual General Meeting Date: 26th September 2015

Venue :S KM Auditorium, Kanjikode

Financial Year :2014-15

Book closure date :19th September, 2015 to 26th September 2015 (both days inclusive)

Dividend recommended for the year 15%

Listing on stock exchange Mumbai Stock Exchange.

Stock Code 500367 

Dematerialisation of shares and liquidity:

The company has arranged agreements with National Securities Depositories Limited (NSDL) and Central Depository Services Limited (CDSL)for Dematerialization of shares through Integrated Entenprises (India) Limited.

Registrar/Transfer Agents/Depository Registrars :

(Share Transfer/Dematerialisation and communication regarding Share Certificates and Change of Address)

M/s.Integrated Enterprises (I) Ltd

2nd Floor, "Kences Towers",1, Ramakrishna St., North Usman Road,T. Nagar, Chennai - 600 017

Tel : (044)28140801-03 Fax : {044)28142479

E-mail: : kalyan@integratedindia.com

a) Share Transfer System:

Presently, the share transfers which are received in physical form are processed and the share certificates returned within a period of 21 days from th e date of receipt, subject to the documents being valid and complete in all respects.

b) Any query on Annual Report

Secretarial Department RUBFILA INTERNATIONAL LTD NIDA, Kanjikode, Palakkad, Kerala-678 621 Tel : (0491) 2567261 -05 Fax :(0491)2567260 E-mail : rubfila@vsnl.com  

The above report was adopted by the Board of Directors at the ir meeting held on 07/08 /2015.