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Royal India Corporation Ltd.

BSE: 512047 Sector: Others
NSE: N.A. ISIN Code: INE510H01015
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VOLUME 5598
52-Week high 3.60
52-Week low 0.86
P/E
Mkt Cap.(Rs cr) 4
Buy Price 1.52
Buy Qty 102.00
Sell Price 1.63
Sell Qty 1910.00

Royal India Corporation Ltd. (ROYALINDIA) - Director Report

Company director report

TO THE MEMBERS

To

The Members of

Royal India Corporation Limited

Your Directors have pleasure in presenting their 32ndAnnual Report togetherwith the Audited Accounts for the year ended March 31 2016.

1. Results of our operations:

Particulars 2015-16 2014-15
Revenue from Operations (Net of Excise) and Other Income 1837931791 1623244441
Exceptional Items - -
Profit before Interest Depreciation & Tax (EBITA) 7610823 4865874
Finance Charges 43265 68360
Depreciation 23000 1252407
Provision for Tax (Including for earlier years) 2378221 1242057
Net Profit After Tax 5159360 2303049
Profit Brought Forward from previous year 2303049 23884719
Depreciation on transition to Schedule II of the Companies Act 2013 23000 1252407
Surplus Available for Appropriations 31347128 26187768
Appropriations to: Proposed Dividend - -
Dividend Distribution Tax - -
Transferred to General Reserve - -
Profit carried to Balance Sheet 31347128 26187768

2. Turnover & Profits:

The Directors wish to inform you that during the Financial Year ended March 31 2016the sales and other income increased from Rs. 16232.44 Lakhs to Rs. 18379.31 Lakhs. TheNet Profit After Tax stood at Rs.51.59 Lakhs as against Rs. 23.03 Lakhs in the previousyear.

3. Dividend:

The Directors of your Company do not recommend any dividend for the financial yearended 31st March 2016 in order to plough back the resources for the futuregrowth.

4. Transfer to Reserves:

During the current financial year there were no transfers made to reserves.

5. Change(s) in the Nature of Business if any:

There is no change in the nature of business carried on by the Company. The Company hasnot changed the class of business in which the Company has an interest.

6. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe financial statement relate and the date of the report.

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year of the Company and the date of the report.

7. Fixed Deposits:

Your Company has not accepted any fresh fixed deposits at present and as such noamount on account of principle or interest on public deposits was outstanding as on thedate of the balance sheet.

8. Management’s Discussion and Analysis:

Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges inIndia is presented in a separate section forming part of the Annual Report as Annexure I.

9. Corporate Governance Report:

Your Company has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance in terms of Regulation 34 (3) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 with BombayStock Exchange Limited have been complied with.

A separate report on Corporate Governance along with certificate from the StatutoryAuditors of the Company regarding the compliance of conditions of corporate governance asstipulated under Regulation 34 (3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 forms a part of this AnnualGeneral Meeting as Annexure II.

10. Corporate Social Responsibility (CSR):

As per the Section 135 of Companies Act 2013 all companies having Net Worth of Rs. 500cr or more or Turnover of Rs. 1000 core or more or Net Profit of Rs. 5 core or moreduring any financial year required to constitute a Corporate Social ResponsibilityCommittee of the Board of Directors comprising of three or more directors at least one ofwhom should be an independent director and such Company shall spend at least 2% of theaverage net profits of the Company’s three immediately preceding financial year.

Accordingly the Company formed a CSR Committee having Two Non Executive Directors andOne Executive Director as a member of the Committee. For the current financial year theprovisions of Section 135 of Companies Act 2013 is not applicable to the Companytherefore; it is not required to pay 2% of the average net profits of the Company for thecurrent Financial Year.

11. Share Capital:

The Paid up Equity Share Capital as on March 31 2016 was Rs. 23 08 00000/- Duringthe year under review your Company did not issue shares. Details of Directorsshareholding as on March 31 2016 are mentioned in the Corporate Governance Report whichforms a part of this Annual Report.

12. Extract of Annual Return:

An extract of Annual Return in Form MGT-9 as on March 31 2016 is attached as AnnexureIII to this Report.

13. Board Meeting held during the year:

The Board met 4 times during the financial year 2015-16. The details of the meeting arefurnished in the Corporate Governance Report that forms part of this Annual Report.

The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013.

14. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act 2013; the Board of Directors to the bestof their knowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures.

ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the March 31 2016 and of the Profitand Loss of the Company for the year ended March 31 2016.

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv. They have prepared the Annual Accounts on a ‘going concern’ basis.

v. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.

They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

15. Auditors:

A. Statutory Auditors:

M/s. DMKH & Co. Chartered Accountants (Firm Registration No. 116886W) StatutoryAuditors of the Company were appointed for a term of Five years from the previous 31stAnnual General Meeting of the Company till the conclusion of the 5thconsecutive Annual General Meeting of the Company subject to ratification by the Membersat every Annual General Meeting at a remuneration decided by the Board of Directors of theCompany.

M/s. DMKH & Co. Chartered Accountants have confirmed that their appointments ifmade would be in accordance with the provisions of the Section 141 Companies Act 2013 andthat they are not disqualified for re-appointment.

Auditors Qualification:

There is no qualification reservation or adverse remarks made in the StatutoryAuditors Report.

B. Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Mrs. Pooja Jain Company Secretary in Practice Mumbai(Mem. No. 36270 and COP No.: 14359) to conduct the Secretarial Audit of the Company forthe financial year ended March 31 2016.

The report of the Secretarial Auditor is appended as Annexure IV.

Explanation or Comments on every qualification reservation or adverse remark made bythe Company Secretary in practice in the Secretarial Audit Report.

The inspection under Section 209A of the Companies Act 1956 has been carried out bythe office of the Ministry of Corporate Affairs. Accordingly the Company has filedPetition under Section 621A of the Companies Act 1956; and the Company has received theorder on January 27 2016 by the Company Law Board. The details of which areprovided in the Secretarial Audit Report.

C. Internal Auditor Report:

M/s. Neha Sharda & Associates Chartered Accountants (FRN: 140062W) have carriedout the internal audit for the Financial Year 2015-16. The Report is based on the books ofaccounts and other records of the Company.

16. Listing of Shares:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE)further the Company has paid necessary listing fee to BSE as per the Listing Agreement.

17. Related Party Transactions :

The Company has formulated a policy on dealing with Related Party Transactions. Thepolicy is disclosed on the website of the Company i.e. www.ricl.in . During the year2015-16 pursuant to section 177 of the Companies Act 2013 and regulation 23 of SEBIListing Regulations 2015 your Company places all the aforesaid details before the AuditCommittee periodically for its approval. A comprehensive list of related partytransactions as required by the Accounting Standard (AS) 18 issued by the Institute ofChartered Accountants of India forms part of the Note No.17 of the Accounts in the AnnualReport. However these transactions are not likely to have any conflict with the interestof the Company at large.

During the year the Company had not entered into anycontracts/arrangements/transactions with related parties which could be considered asmaterial except the remuneration paid to Key Managerial Personnel.

18. Audit Committee:

The Audit Committee of the Company comprises of Two Independent & Non ExecutiveDirectors and One Executive Director. The details are provided in the Corporate GovernanceReport.

Pursuant to the requirements of the Companies Act 2013 the Company has establishedvigil mechanism through Audit Committee for Directors and Employees to report genuineconcerns about unethical behaviors actual or suspended fraud or violation of theCompany’s Code of Conduct or ethics policy.

The vigil mechanism provides for adequate safeguards against victimization of personswho use such mechanism and make provision for direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases.

19. Risk Management Policy:

The Company has developed and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Audit Committee and the Board periodicallyreviewed the risk assessment and minimization procedures as required Schedule V of AnnualReport (Regulations 34 (3) and 53 (f) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 so as to ensure thatrisk is controlled by the Executive Management.

20. Directors and Key Managerial Personnel (KMP):

a. Company’s policy on appointment and remuneration:

The Composition of the Company’s Board of Directors is in conformity withRegulation 17 of The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 having an appropriate mix of Executive andIndependent Directors to maintain the independence of the Board. As on March 31 2016 theBoard of Directors of the Company comprises of Five Directors including One ManagingDirector One Whole Time Director and Three Non-Executive & Independent Directors.

At the 30thAnnual General Meeting of the Company held on September 302014 the members approved the appointments of Ms. Manisha Anand Mr. Ravi Kant Chaturvediand Mr. Damodar Hari Pai as Independent Directors not liable to retire by rotation forfive consecutive years with effect from 30th September 2014 up to 29thSeptember 2019 with an option to retire from the office at any time during the term ofappointment.

We affirm that the remuneration paid to the Director is as per the terms laid out inthe nomination and remuneration policy of the Company.

In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of Article of Association of the Company Mr. Hitesh Jain Whole Time Director ofthe Company retire by rotation and being eligible offers himself for re-appointment.

During the year under review there is no change in the management of the Company.

b. Declaration by Independent Directors:

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Director in terms of Section 164 (2) of the Companies Act 2013.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and as perSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. Further during the year under review the Independent Directors met onSaturday February 13 2016.

At the time of appointment of an Independent Director the Company issued a formalletter of appointment outlining his / her role function duties and responsibilities as adirector. The formal letter of appointment is available at the website of the Company i.e.www.ricl.in

c. Familiarization programme for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.

d. Key Managerial Personnel:

There is no change in the Key Managerial Personnel of the Company.

21. N omination and Remuneration Policy :

The Board has adopted on recommendation of the Nomination & RemunerationCommittee a policy for selection and appointment of Directors Senior Management andtheir remuneration. A brief detail of the policy is given in the Corporate GovernanceReport and also posted on the website of the Company i.e. www.ricl.in.

22. Compliance under Companies Act 2013:

Pursuant to Section 134 of the Companies Act 2013 read with rules Companies (Accounts)Rules 2014 your Company complied with the compliance requirements and the detail ofcompliances under Companies Act 2013 are enumerated below:

a. Board Evaluation:

As per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates the Board shall monitor and review the Boardevaluation framework. As per Section 134 (p) of the Companies Act 2013 states that aformal annual evaluation needs to be made by the Board of its own performance and that ofits committees and Independent Directors. Schedule IV of the Companies Act 2013 statesthat the performance evaluation of Independent Directors shall be done by the entire Boardof Directors excluding the Director being evaluated. None of the Independent Directorsare due for re-appointments.

b. Particulars of Employees:

The ratio of the remuneration of each director to the median employees’remuneration and other details in terms of Section 197 (12) of the Act with rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014("the rules") forms a part of this Annual Report as Annexure V.

c. Particulars of Loans Guarantees or Investments:

As on March 31 2016 there were no outstanding loans or guarantees covered under theprovisions of Section 186 of the Companies Act 2013.

Loans guarantees and investments covered Under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

d. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

Particulars with respect to conservation of Energy Technology Absorption and ForeignExchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies(Accounts) Rules 2014 is set out hereunder:

Sr. No. Particulars Disclosures
1. Conservation of Energy and Power Consumption Your Company has continued to accord priority to Conservation of energy and is continuing its efforts to utilize energy more efficiently
2 Technology Absorption and Research & Development Your Company has not absorbed or imported any technology and no research and development work is carried out.
S $: Nil
Earnings Exports of Goods U Rs.: Nil
3. Foreign Exchange Outgo Nil Nil

e. Significant and Material Orders passed by the Regulators or Courts:

Inspection under Section 209A of the Companies Act 1956 has been carried out by theoffice of the Ministry of Corporate Affairs. No irregularities other than of acompoundable nature have been observed by the inspecting authority. Your Company filed theapplications with the Authorities against the observation/remarks of the InspectingAuthorities Further; the Company Law Board issued an order on January 21 2016. Thedetails of which are given in Secretarial Audit Report.

23. Committees of the Board:

There are currently four committees of the Board which are as follows:

a. Audit Committee;

b. Nomination & Remuneration Committee;

c. Corporate Social Responsibility Committee and;

d. Stakeholders Relationship Committee.

The members of the Committees consist of Two Non-Executive Directors and One ExecutiveDirector. A detailed note on the Board and Committees is provided under the CorporateGovernance Report in the Annual Report.

24. Prevention of Sexual Harassment Policy:

The Company has in place a Prevention of Sexual harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

Further during the year 2015-16 no complaints were received by the Company related tosexual harassment.

25. Green Initiatives:

As part of the Green Initiative in Corporate Governance the Ministry of CorporateAffairs ("MCA") Government of India through its Circular Nos. 17/2011 and18/2011 dated April 21 2011 and April 29 2011 respectively has allowed companies tosend official documents through electronic mode.

Like the previous year electronic copies of the Annual Report and Notice of the 32ndAnnualGeneral Meeting are sent to all the members whose email addresses are registered with theCompany/Depository Participant(s) for communication purposes. For members who have notregistered their email addresses physical copies of the Notice and Annual Report are sentin the permitted mode. Members requiring physical copies can send a request to theCompany.

26. Acknowledgements:

The Directors wish to express their appreciation for the continued co-operation of theCentral and State Governments Registers bankers financial institutions Share TransferAgents. The Directors also wish to thank all the employees for their contribution supportand continued co-operation throughout the year.

On behalf of the Board of Directors
Sd/- Sd/-
Place : Mumbai (Manish Shah) (Hitesh Jain)
Date : May 28 2016 Managing Director Whole-time-Director
DIN : 01953772 DIN : 05263120