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Panache Innovations Ltd.

BSE: 538742 Sector: Others
NSE: N.A. ISIN Code: INE516E01019
BSE LIVE 13:40 | 18 Oct 41.30 1.90
(4.82%)
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41.30

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41.30

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 41.30
PREVIOUS CLOSE 39.40
VOLUME 1
52-Week high 41.65
52-Week low 12.50
P/E 59.00
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 41.30
Sell Qty 49.00
OPEN 41.30
CLOSE 39.40
VOLUME 1
52-Week high 41.65
52-Week low 12.50
P/E 59.00
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 41.30
Sell Qty 49.00

Panache Innovations Ltd. (PANACHEINNOVAT) - Director Report

Company director report

Dear Members

The Board of Directors of Ruby Traders & Exporters Limited with immense pleasurepresent the Thirty Fifth Annual Report on the business and operations of your Company forthe financial year 2015-16. This Report is being presented along with the auditedfinancial statements for the year.

1. Results of our Operations:

The Company's financial performance for the year ended 31st March 2016 issummarised below;

Particulars In Rs. Lakh
F.Y 2015-16 F.Y 2014-15
Revenue from Operations 146.56 231.21
Other Income 8.84 14.33
Total Income 155.40 245.54
Total Expenses 141.39 242.97
Profit Before Tax & Exceptional Items 14.01 2.57
Profit from Exceptional Items Profit on Sale of Investment 49.66 4.29
Profit before Tax 63.67 6.86
Tax Expense
-Current Tax 12.00 1.34
-MAT Credit Entitlement (12.00) -
-Deferred Tax Liability/(Assets) 0.05 (0.05)
Net Profit for the Year 63.62 5.57

a. Review of operations and affairs of the Company:

Your Company achieved a Net revenue from operations of Rs. 146.56 Lakhs as compared toRs. 231.21 Lakhs. Your Company's profit after tax stood at Rs. 63.62 Lakhs in current yearas compared to Rs. 5.57 Lakhs in the previous year. Your directors are continuouslylooking for avenues for future growth of the Company.

b. Dividend:

Your Directors have recommended a Final Dividend of Re. 1/- per share (i.e. 10% of theFace Value of each Share) subject to approval of the Shareholders. So an amount of Rs.4390000/- shall be given as dividend

c. Transfer to Reserves:

The net profit of the company for the F.Y. 2015-16 is Rs. 63.62 Lakhs. The amount ofdividend if approved by the shareholders in the 35th Annual General Meetingalong with the Dividend Distributed tax shall be paid and the balance amount of Rs.1078834/- shall be retained as surplus.

d. Deposits:

During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 read with The Companies(Acceptance of Deposit Rules) 2014. There are no public deposits which are pending forrepayment.

e. Change in nature of Business:

The Company during the year under review has changed the business line from trading intextiles to trading manufacturing importing exporting etc. in IT Hardware products.This line of business is expected to give an increase in the revenues of the Company sincethe Directors have rich experience in the IT industry and they wish to take the Company tonew heights.

The Company got assent of the members for change in object of the Company by postalballot on 30th March 2016.

f. Change in Promoters:

Mr. Sonal Gupta was the promoter of the Company. However pursuant to open offer underSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations Act 2011 the shares of promoter were acquired by the acquirer and hence postcompletion of open offer which was after the reporting period 2015-16 the new promotersof the Company are as on date are;

1. Amit Rambhia

2. Nikit rambhia

3. Devchand Rambhia.

g. Particulars of loans guarantees or investments:

Pursuant to section 186 of the Companies Act 2013 the details as applicable ofloans given investments made or guarantees given are given in Note Nos. 9 10 and 14 tothe financial statements for the Financial year 2015- 2016.

h. Particulars of contracts or arrangements made with related parties:

Your Company has not entered into any contracts or arrangements with related partiesreferred to in section 188(1) of the Companies Act 2013 during the financial year2015-16. The Policy on Related Party Transaction is available on our websitehttp://www.rubytraders.co.in/

i. Variation in market Capitalization:

During the financial year under review the Securities of your Company were listed butthere was no trading of these securities at BSE Limited till date. Further the Securitieswere listed at The Calcutta Stock Exchange and The Uttar Pradesh Stock Exchange till 12thMay 2015 and 9th June 2015 respectively but no trading platform wereprovided by The Calcutta Stock Exchange & The Uttar Pradesh Stock Exchange thuscompany is unable to provide any Market Price data for the securities of the Company. Thedata w.r.t. Net-worth of the company is provided hereunder.

Particulars As at 31st March 2016 As at 31st March 2015 Increase/(Decrease) in %
Net worth 52019075 45668107 13.91

j. Director's Responsibility Statement:

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures;

(ii) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(erstwhile Companies Act 1956) for safeguarding the assets of the Company and forpreventing 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 theCompany and such internal financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

i. Recommendations of the Audit Committee:

During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.

2. Human Resource Management:

Your Company brings robust skills and forward looking perspectives in the employees tosolve the various challenges in your Company and thus to ensure good human resourcesmanagement at Ruby Traders & Exporters Limited we focus on all aspects of theemployee lifecycle. This provides a holistic experience for the employee as well. YourCompany's ability to deliver value is dependent on its ability to attract retain andnurture talent. During their tenure at the Company employees are motivated throughvarious skill-development engagement and volunteering programs.

a. Particulars of employees:

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure I to this report.

There are no employees who were in receipt of remuneration in excess of the ceilingprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The Company currently do not provide any Employee Stock Option Scheme/Employee StockPurchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence aWhole- Time Director:

• Mr. Ramrati Choudhury (DIN: 05178090) was the Managing Director of the Companytill 20th February 2016.

• Mr. Ramrati Choudhury (DIN: 05178090) was the Whole-Time-Director of the Companyw.e.f. 20th February 2016 till 19th May 2016.

• Mr. Amit Devchand Rambhia (DN: 00165919) is the Managing Director of the Companyw.e.f. 20th February 2016.

ii. Company Secretary:

• Ms. Shreya Kar was appointed as the Company Secretary w.e.f. 11thFebruary 2015 till 31st December 2015.

• During the year under review the Company did not find a suitable candidate forthe position of Company Secretary. However after the year under review the Boardappointed Ms. Jinkle Khimsaria as the Company Secretary and Compliance officer w.e.f. 30thMay 2016.

iii. Chief Financial Officer:

• Mr. Jayanta Das was appointed as the CFO of the Company w.e.f. 14thAugust 2014 till 9th December 2015.

• Mr. Nitesh Savla has been appointed as the CFO of the Company w.e.f. 9thDecember 2015.

3. Corporate Governance:

The Company aims at not only its own growth but the maximisation of benefits to theShareholders employees customers government and also to the general public at large.Good Corporate Governance practises enables a Company to attract high quantity financialand human capital. The Company is committed to maintain the highest standards of corporategovernance in process of adhering to the corporate governance requirements set out by SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. However thecompliance with the Corporate Governance provisions specified in Regulations 1718192021222324252627 and Clause (b) to (i) of Sub-regulation (2) of Regulation46 and para C D and E of Schedule V does not apply to our company since the Company ishaving a paid up equity share capital not exceeding Rs. 10 Crore or Net worth notexceeding Rs. 25 Crore in the immediate preceding financial year.

a. Compliance Department:

During the year under review following changes took place with respect to theCompliance Officer of the Company:

• Ms. Shreya Kar Company Secretary was also acting as Compliance Officer of theCompany resigned on 31st December 2015.

• During the year under review the Company did not find a suitable candidate forthe position of Company Secretary. However after the year under review Ms. JinkleKhimsaria was appointed as the Company Secretary of the Company with effect from 30thMay 2016 at the board meeting held on the same day. Further in the same meeting she wasalso appointed as the Compliance Officer of the Company with effect from 30thMay 2016.

The compliance department of the company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the regulatory authorities were disseminated across thecompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes.

b. Information on the Board of Directors of the Company:

During the year under review following changes took place in the Composition of Boardof Directors of the Company;

(i) The Shareholders at the Annual General Meeting of the Company held on 26thSeptember 2015 approved the appointment of;

a. Mr. Ramrati Choudhury (DIN: 05178090) who retired by rotation and had offeredhimself for re-appointment.

b. Mr. Manish Maskara (DIN: 07186168) as Independent Director of the Company w.e.f.15th May 2015.

(ii) The Board of Directors of the Company at the Meetings considered the following;

a. Appointment of Mr. Amit Rambhia (DIN: 00165919) as Additional Director in themeeting held on 2nd February 2016.

b. Appointment of Mr. Nikit Rambhia (DIN: 00165678) as Additional Director in themeeting held on 2nd February 2016.

c. Change in designation of Mr. Ramrati Choudhury (DIN: 05178090) as Whole-TimeDirector in their meeting held on 20th February 2016.

d. Appointment of Mr. Amit Rambhia (DIN: 00165919) as Managing Director subject toMembers approval in their meeting held on 20th February 2016.

e. Appointment of Mr. Nikit Rambhia (DIN: 00165678) as Non-Executive Director subjectto Members approval in their meeting held on 20th February 2016.

(iii) The Members of the Company through Postal Ballot approved the following on 30thMarch 2016;

a. Change in designation of Mr. Ramrati Choudhury from Managing Director to Whole- TimeDirector.

b. Change in designation of Mr. Amit Devchand Rambhia from Additional Director toManaging Director.

c. Change in designation of Mr. Nikit Devchand Rambhia from Additional Director toNon-Executive Director.

During the year 2016-17 under review following changes took place in the Compositionof Board of Directors of the Company;

(i) The Board of Directors of the Company at the Meeting held on 19th May2016 approved/considered the following:

a. Appointment of Mr. Rohit Mathur (DIN: 06583736) as the Additional IndependentDirector w.e.f. 19th May 2016 to hold office till 18th May 2021 subject toregularisation at the ensuing Annual General Meeting.

b. Appointment of Mr. Rohit Jain (DIN: 01194143) as the Additional Independent Directorw.e.f. 19th May 2016 to hold office till 18th May 2021 subject toregularisation at the ensuing Annual General Meeting. However on Compliance check it wasnoticed by the Compliance department that he was disqualified to be appointed as theDirector and hence his appointment was Void-ab-initio as per Section 164 of the CompaniesAct 2013.

c. Appointment of Mrs. Meeta Kaushal Mehta (DIN: 07515717) as the AdditionalIndependent Director w.e.f. 19th May 2016 to hold office till 18th May 2021subject to regularisation at the ensuing Annual General Meeting.

d. Resignation of Mr. Ashish Jalan (DIN: 06503424) from the Board w.e.f. 19thMay 2016 as the Independent Director.

e. Resignation of Mr. Manish Maskara (DIN: 07186168) from the Board w.e.f. 19thMay 2016 as the Independent Director.

f. Resignation of Mr. Ramrati Choudhury (DIN: 05178090) from the Board w.e.f. 19thMay 2016 as the Whole-Time-Director.

g. Resignation of Mr. Anita Jhunjhunwala (DIN: 05166313) from the Board w.e.f. 19thMay 2016 as the independent Director.

In compliance with the Companies Act 2013 the following directors are proposed to beappointed as Director/Independent Directors/Executive Director of the Company by theapproval of the Share Holders of the Company;

(i) Mr. Rohit Mathur (DIN: 06583736) be regularised as the Independent Directorof the Company to hold office from 19th May 2016 to 18th May 2021under the provision of Section 149 of the Companies Act 2013 and rules thereof.

(ii) Mrs. Meeta Kaushal Mehta (DIN: 07515717) be regularised as the IndependentDirector of the Company to hold office from 19th May 2016 to 18thMay 2021 under the provision of Section 149 of the Companies Act 2013 and rules thereof.

(iii) Mr. Nikit Devchand rambhia (DIN: 00165678) be regularised as Whole-Time Directorof the Company to hold office from 30th May 2016 to 29th May 2021under the provisions of Section 196 of the Companies Act 2013 and rules thereof.

c. Board Diversity:

The Company to ensure diversity of experience knowledge perspective backgroundgender age and culture have embraces the importance of a diverse board in its success. Adiverse board will excel the working of the Company as well will leverage differences inthought perspective knowledge skill regional and industry experience cultural andgeographical background age ethnicity race and gender which will help us retain ourcompetitive advantage. The Board has adopted the Board Diversity Policy which sets out theapproach to diversity of the Board of Directors. The Board Diversity Policy is availableon our website http://www.rubytraders.co.in/.

d. Details with regards to meeting of Board of Directors of the Company:

During the FY 2015-2016 10(Ten) meetings of the Board of Directors of the Company wereheld 7th April 2015; 29th May 2015; 14th August 2015;13th November 2015; 9th December 2015; 28th December2015; 31st December 2015; 2nd February 2016; 12thFebruary 2016; and 20th February 2016.

e. Policy on directors' appointment and remuneration:

The current policy is to have an appropriate mix of Executive Non-Executive andIndependent Directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2016 the Boardconsists of 6 Members 2 of whom are Executive Directors and 4 of whom are Non-ExecutiveDirectors out of which 3 are Independent Directors. The Board periodically evaluates theneed for change in its composition and size.

The Policy of the Company on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard is appended as Annexure II to this report. We affirm that the remunerationpaid to the director is as per the terms laid out in the said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 and as per opinion of the Board and asconfirmed by these Directors they meet the criteria of independence laid down in Section149(6) of the Companies Act 2013.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailedAppointment Letter incorporating the role duties and responsibilities remuneration andperformance evaluation process Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Reportthe Code of Conduct the Code of Conduct for Internal Procedures and to Regulate Monitorand Report Trading by Insiders ("Code of Conduct - policy on Insider Trading")and Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs/ presentations periodically to familiarize the Independent Directors with the strategyoperations and functions of the Company.

Thus such programs / presentations provide an opportunity to the Independent Directorsto interact with the senior leadership team of the Company and help them to understand theCompany's strategy business model operations service and product offerings marketsorganization structure finance human resources technology quality facilities and riskmanagement and such other areas as may arise from time to time. The Policy on theFamiliarization Programme for Independent Directors is available on our websitehttp://www.rubytraders.co.in/.

h. Board's Committees:

The Board has three committees:

a) The Audit Committee;

b) The Nomination and Remuneration Committee and

c) Stakeholders Relationship Committee.

All committees are appropriately constituted.

The composition of the committees and compliances as per the applicable provisions ofthe Act and Rules are as follows:

Composition of Committees as on 31st March 2016;

Name of the Committee Name of the Company Member Position in the Committee
Audit Committee Mr. Ashish Jalan Chairman
Mr. Manish Maskara Member
Mr. Ramrati Choudhury Member
Note: The Committee met 5 (five)times during the F.Y. 2015-2016 i.e. on 19th May 2015; 14th August 2015; 13th November 2015; 9th December 2015 and 12th February 2016.
Nomination and Remuneration Committee Mr. Ashish Jalan Chairman
Mr. Manish Maskara Member
Ms. Anita Jhunjhunwala Member
Note: The Committee met 3 (Three) times during the F.Y. 2015-2016 i.e. on 9th December 2015 2nd February 2016 and 20th February 2016.
*Stakeholders Relationship Committee Mr. Manish Maskara Chairman
Mr. Ashish Jalan Member
Ms. Anita Jhunjhunwala Member
Note: The Committee met one time during the F.Y. 2015-2016 i.e. on 13th November 2015.

*Stakeholders Relationship Committee constituted on 14th August 2015. As ondate composition of Committees;

Name of the Committee Name of the Company Member Position in the Committee
*Audit Committee Mrs. Meeta Mehta Chair person
Mr. Rohit Mathur Member
Mr. Amit Rambhia Member
*The Committee was re-constituted on 19 th May 2016.
**Nomination and Remuneration Committee Mr. Rohit Mathur Chairman
Mrs. Meeta Mehta Member
Mr. Nikit Rambhia Member
**The Committee was re-constituted on 19th May 2016.
***Stakeholders Relationship Committee Mr. Rohit Mathur Chairman
Mrs. Meeta Mehta Member
Mr. Amit Rambhia Member
***The Committee was re-constituted on 19th May 2016.

i. Board Evaluation:

The board of directors has carried out an annual evaluation of its "ownperformance" "Board committees" and "individual directors"pursuant to the section 134(3) of the Companies Act 2013.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole was evaluated. The same was discussed inthe board meeting which was held on 1st April 2016 that followed the meetingof the independent Directors which was held on 1st April 2016 at which thereport as submitted by the Independent Directors was taken on record and discussed.

j. Listing:

Your Company's equity shares were previously listed in The Calcutta Stock ExchangeLimited The U.P. Stock Exchange Limited and BSE Limited.

However on 12th May 2015 the equity shares of the company got delistedfrom The Calcutta Stock Exchange Limited vide voluntary delisting application filed by theCompany to the exchange.

Further SEBI vide order No. WTM/RKA/MRD/49/2015 dated 9th June 2015granted exit to The U.P. Stock Exchange Limited from being a stock exchange w.e.f 9thJune 2015. Therefore the equity shares of the company stands delisted from UPSE from 9thJune 2015.

Your Company's equity shares are currently listed at BSE Limited only.

Your Company paid the Listing Fees to all the Exchanges for the year 2015-16 as well as2016-17 in terms of listing agreement entered with the said Stock Exchange(s).

k. Information in terms of Section II of Part II of the Schedule V of the CompaniesAct 2013

(i) Elements of remuneration Package of all the Director:

The details with regards to the remuneration Package of all the Director is provided in"Point No. VI" of the Extract of Annual Return in the prescribed format preparedin accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 andappended as Annexure III to this report.

(ii) Details of Fixed Component and Performance linked incentives along with theperformance criteria:

• The Company paid in the period under review remuneration to only Mr. RamratiChoudhury who was Managing Director till 20th February 2016 and thereafter hewas Whole-Time Director. Currently the entire remuneration being paid to him contains onlyFixed Component.

• The Company till 31st March 2016 did not pay any remuneration bywhatever name so called to Mr. Amit Rambhia who was Additional Director from 2ndFebruary 2016 till 20th February 2016 and thereafter Managing Director.

• The Company does not pay any remuneration by whatever name so called to its Non-Executive Directors.

(iii) Service Contract Notice Period and Severance Fees:

Mr. Ramrati Choudhury was re-appointed as Whole-Time Director through Postal Ballot on30th March 2016 for a period of 1 year i.e. from 20th February2016 to 20th February 2017.

Mr. Amit Rambhia was appointed as Managing Director through Postal Ballot on 30thMarch 2016 for a period of 5 years i.e. from 20th February 2016 to 20thFebruary 2021.

The Company has not entered in to any Service Contract with any of the ExecutiveDirectors w.r.t. the fixed notice period or severance fees. Thus there is no Fixed NoticePeriod or Severance Fees.

(iv) Stock Options if any:

The Company currently do not have any stock option scheme for its Employees orDirectors.

4. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on 26th September 2015 M/s. MJhunjhunwala & Associates (Firm Registration No. 328750E) were appointed as statutoryauditors of the Company from the conclusion of the 34rd Annual General Meetingtill the conclusion of the 39th Annual General Meeting of the Company to beheld in the year 2020 (subject to ratification of its appointment at every AGM) and thatthe Board of Directors of the Company were authorised to fix the remuneration plusapplicable taxes out-of-pocket expenses travelling expenses etc. payable to them asmay be mutually agreed between the Board of Directors of the Company and the Auditor.

Now the Company has received an unwillingness letter from M/s. M Jhunjhunwala &Associates stating their unwillingness to continue as the Statutory Auditors from theconclusion of 35th Annual General meeting. So Pursuant to the recommendation ofthe Audit Committee the Board of Directors recommend to the shareholders of theappointment of M/s. Jain Salia and Associates Chartered Accountants Mumbai as theStatutory Auditors of the Company for a period of 1 year from the conclusion of 35thAnnual General Meeting till the conclusion of the 36th Annual General Meetingof the Company.

b. Secretarial Auditors:

Ankita Nevatia & Co. Company Secretaries were appointed to conduct theSecretarial Audit of the Company for the FY 2015-2016 as required under the Section 204of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the FY2015-2016 is appended as Annexure IV to this report.

c. Comments of the Board on the qualification / reservation / adverse remarks /disclosure made:

(i) by the Statutory Auditors in the Audit Report:

The Auditors' report does not contain any qualifications reservations or adverseremarks.

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

The Secretarial Auditor's Report contains a qualification with respect tonon-intimation of resignation of Ms. Shreya Kar Company Secretary & ComplianceOfficer of the Company to BSE Limited pursuant to Regulation 30 of SEBI (LODR)Regulations 2015.

There was no Compliance officer in the Company post resignation of Ms. Shreya Kar andhence the intimation to BSE Limited pursuant to Regulation 30 of SEBI (LODR) Regulations2015 was not done. However after appointment of new Compliance Officer on 30thMay 2016 compliance check was conducted and the error was noted and corrected afterwhich the same was intimated to BSE Limited. The Board and Compliance team will ensurethat appropriate notices are given to BSE Limited as per Regulation 30 of SEBI (LODR)Regulations 2015.

d. Internal Financial Control

The Company has a proper and adequate system of internal controls. This ensures thatall the transactions are authorised recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. In additionthere are operational controls and fraud risk controls covering the entire spectrum ofinternal financial controls. The Company also has an Audit Committee comprising 3 (three)professionally qualified Directors who interact with the Statutory Auditors andManagement in dealing with matters within its terms of reference. This Committee mainlydeals with accounting matters financial reporting and internal controls.

e. Risk Management:

The Company has adopted a Risk Management Policy wherein all material risks faced bythe Company are identified and assessed. The Risk Management framework defines the riskmanagement approach of the Company and includes collective identification of risksimpacting the Company's business and documents their process of identification mitigationand optimization of such risks.

The Risk Management Policy of the Company is available on our website www.rubytraders.co.in

f. Vigil Mechanism

The Company has established a mechanism for Director's and employee's to report theirconcerns relating to fraud malpractice or any other activity or event which is againstthe interest of the Company.

Employees can report to the Management concerned unethical behaviour act or suspectedfraud or violation of the Company's Code of Conduct Policy. No Employee has been deniedaccess to the Audit Committee. The Whistle Blower Policy is available on the website ofthe Company at www.rubytraders.co.in

g. Statement on Material Subsidiary:

The Company did not have any subsidiary as on 31st March 2016 nor duringthe Financial Year ended on that date.

The Company has incorporated a Wholly-Owned Subsidiary in Honk Kong on 18thJuly 2016 named "EDDY AND ANDY INTERNATIONAL LIMITED". The Policy onIdentification of Material Subsidiaries is available on our website www.rubytraders.co.in.

5. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 is not applicableto the company.

6. Particulars regarding conservation of energy technology absorption and foreignexchange earnings and outgo:

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 are given in Annexure V.

7. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 anextract of the annual return in the prescribed format is appended as Annexure III tothis Report.

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

c. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013:

The Company has in place an Anti-harassment policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.All employees (permanent contractual temporary trainees) are covered under the policy.

During the year under review no complaints were received falling under the category ofSexual Harassment of Women.

d. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend voting orotherwise.

ii. Issue of shares (including sweat equity shares) to employees of the company underany scheme.

iii. Redemption of Preference Shares and/or Debentures.

8. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the company.

By order of the Board of Directors
For Ruby Traders & Exporters Limited
Amit Devchand Rambhia Nikit Devchand Rambhia
Place: Mumbai Managing Director Whole-Time Director
Date: 22/08/2016 DIN: 00165919 DIN: 00165678