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Ruby Cables Ltd.

BSE: 539836 Sector: Engineering
NSE: N.A. ISIN Code: INE812T01010
BSE LIVE 13:07 | 03 Nov 14.60 -0.30
(-2.01%)
OPEN

14.10

HIGH

14.60

LOW

14.10

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 14.10
PREVIOUS CLOSE 14.90
VOLUME 6000
52-Week high 28.00
52-Week low 14.10
P/E
Mkt Cap.(Rs cr) 9
Buy Price 13.30
Buy Qty 3000.00
Sell Price 17.70
Sell Qty 3000.00
OPEN 14.10
CLOSE 14.90
VOLUME 6000
52-Week high 28.00
52-Week low 14.10
P/E
Mkt Cap.(Rs cr) 9
Buy Price 13.30
Buy Qty 3000.00
Sell Price 17.70
Sell Qty 3000.00

Ruby Cables Ltd. (RUBYCABLES) - Director Report

Company director report

To

The Members

The Directors have the pleasure of presenting the Twentieth Annual Report of yourCompany together with the audited accounts for the year ended March 31 2016.

FINANCIAL RESULTS

(Rs. In Lacs.)

Particulars Year Ended on 31.03.2016 Year Ended on 31.03.2015
Income 106.38 88.94
Expenditure 104.37 82.40
Exceptional items 0.00 (1.05)
Gross Profit / (Loss) before Interest Depreciation & Tax 2.01 5.49
Interest 2.54 2.49
Depreciation 2.33 2.59
Net Profit / (Loss) after Depreciation & Interest (2.86) 0.41
Provision for taxation / Deferred Tax (0.41) 0.20
Profit after tax (2.45) 0.21
Share Capital 4.25 3.25
Reserves & Surplus 12.16 10.61
EPS

IMPORTANT PERFORMANCE PARAMETERS

Particulars 2015-16 2014-15
Gross Profit Margin (%) 2.71 6.03
Asset Turnover (times) 2.75 2.20
Interest Coverage (times) (0.13) 1.16

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

Our total income Increased to INR 106.38 Lacs from INR 88.94 Lacs in the previousyear. Our total Expenses Increased to INR 104.37 Lacs from INR 82.40 Lacs in the previousyear. Our total Profit/Loss for the financial year 2015-16 is (Rs.2.45) Lacs Compared toprevious year loss Rs. 0.21 Lacs.

DIVIDEND

With a view to conserve and save the resources for future prospect of the Company yourDirectors regret to declare dividend for the financial year 2015-16 (Previous year- NIL).

TRANSFER TO RESERVES

Since company incurred negative profit during the financial year under review there isno amount transfer to general reserve.

DETAILS OF SIGNIFICANT ORDERS PASSED BY THE COURT: NA

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: NA

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT: NA

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public.

PARTICULARS OF CONTRACT AND ARRANGEMENTS MADE WITH RELATED PARTIES

All transaction with the related parties are in Compliance with Section- 177 and188 of the Companies Act 2013 where applicable and the details have been disclosed in theFinancial statements etc. as required by the applicable accounting standards.

LISTING OF SECURITIES

The company had made the application to BSE for Listing of its security on the BSE SMEportal pursuant to Initial Public issue of 2001000 Equity Shares of Rs. 10/- each at apremium of Rs. 50/- per Equity Share. The BSE has given final approval for listing andtrading of 20 01000 Equity Shares of Rs. 10/- each on BSE SME platform from WednesdayApril 13 2016 onwards.

LISTING AGREEMENT

The Company is listed on BSE SME platform from Wednesday April 13 2016 TheSecurities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI (ListingObligations and Disclosure Requirements) regulations 2015 the said regulations wereeffective from December 1 2015. Accordingly all listed entities were required to enterinto listing agreement the Company entered into Listing Agreement with the BSE Limitedw.e.f. April 13 2016.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of financial year of the Company i.e. March 312016 and the date of Director’s Report i.e. except conversion of Company into Public

Company and the Changes in Capital by way of Initial Public issue details of which isprovided under Conversion of Company and Changes in Capital Clause of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company being unlisted Company as at the Close of Financial Year 2015-16 theManagement Discussion and Analysis for the year under review as stipulated underRegulation 34 of the SEBI (LODR) Regulations 2015 is not provided. The same will beprovided from the next financial year onwards.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the extract of the Annual Return as at March 31 2016 in Form MGT-9 forms part ofthis Annual Report as Annexure A.

PARTICULAR OF EMPLOYEES

The details as required under section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 isnot applicable as there is no employee in the Company employed throughout the financialyear with salary above Rs. 60 Lakh p.a. or employed part of the financial year withaverage salary above Rs. 5 Lakh per month.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

NA

Further there was no foreign exchange earnings and outgo during the financial year2015-16 (previous year Nil).

BUSINESS RISK MANAGEMENT & INTERNAL CONTROL

The Company believes that it has internal controls and risk management systems toassess and monitor risks. The company has its management team which monitors and managesrisks by monitoring trends that may have an effect on the economic environment andactively assesses on a routine basis the market value of the Company's loan book.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance.Corporate Governance Report and Certificate of Practicing Professional on compliances oflisting agreement as entered into with the Stock Exchange is not provided in this annualreport as the Company was not Listed Company as at the close of Financial Year. The reporton Corporate Governance will be provided from the next financial year onwards.

INFORMATION ON BOARD OF DIRECTOR KEY MANAGERIAL PERSONNEL AND ITS MEETINGS:Composition

The Board consists of five (5) members as on March 31 2016 one of whom is Promoterand one Non-Executive Women Director and remaining three are Non-Promoter Directors (allare Non-Executive Independent Directors). The Composition of Board fulfils therequirements of Companies Act 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter. The Board of theCompany regularly meets to discuss various Business opportunities. Additional Boardmeetings are convened to discuss and decide on various business policies strategies andother businesses. During the year under review Board of Directors of the Company met 13times on 20th April 2015 12th June 2015 05th August 2015 06th August 2015 24thAugust 2015 26th August 2015 19th September 2015 09th October 2015 23rd October2015 03rd November 2015 16th November 2015 02nd March 2016 and 07th March 2016. Thegap between two consecutive meetings was not more than one hundred and twenty days asprovided in section 173 of the Act.

Committee

Your Company has formed following Committees of the Board in accordance with CompaniesAct 2013 and the Listing Agreement

Company has constituted an audit committee ("Audit Committee")as per section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015; vide resolution passed at themeeting of the Board of Directors held on March 07 2016 The committee presentlycomprises the following three (3) directors:

Name of the Director Status Nature of Directorship
Ashok Kumar Krishan Singh Gautam Chairman Independent Director
Rajendrakumar Patel Member Independent Director
Ashok Kumar Singh Member Independent Director

Company has constituted a shareholder / investors grievance committee ("Stakeholders’Relationship Committee") to redress complaints of the shareholders. TheStakeholders Relationship Committee was constituted vide resolution passed at the meetingof the Board of Directors held on March 07 2016.

The Stakeholder’s Relationship Committee comprises the following Directors:

Name of the Director Status Nature of Directorship
Rajendrakumar Patel Chairman Independent Director
Ashok Kumar Singh Member Independent Director
Ashok Kumar Krishan Singh Gautam Member Independent Director

Company has constituted a Nomination and Remuneration Committee in accordancesection 178 of Companies Act 2013. The constitution of the Nomination and RemunerationCommittee was approved by a Meeting of the Board of Directors held on March 07 2016. Thesaid committee is comprised as under:

The Nomination and Remuneration Committee comprises the following Directors:

Name of the Director Status Nature of Directorship
Ashok Kumar Singh Chairman Independent Director
Ashok Kumar Krishan Singh Gautam Member Independent Director
Rajendrakumar Patel Member Independent Director

CORPORATE SOCIAL RESPONSIBILITY [CSR]

The Provisions of the CSR expenditure and Composition of Committee as provided in theSection 135 of the Companies Act 2013 are not applicable to the company. So Report onAnnual performance of CSR activities is not applicable to the Company.

DETAILS OF KEY MANAGERIAL PERSONNEL

Your Company has appointed Mr. Chirag Gada as Managing Director for a period of 3 yearsw.e.f. September 19 2015. Further the Company has appointed Mr. Sanket Patel as a ChiefFinancial Officer w.e.f. August 24 2015 and Ms. Nikita Patel as a Company Secretary andCompliance Officer w.e.f. November 16 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 to the effect that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and regulation 25 ofthe SEBI (LODR) Regulations 2015. The terms and conditions of the Independent Directorsare incorporated on the website of the Company.

AUDITOR:

STATUTORY AUDITORS

The Board of Directors based on recommendation made by the Audit Committee hasrecommended the appointment of M/s. Rajesh Nagda & Associates. Chartered Accountantshaving Membership no.: 114979 Vadodara (Firm Registration Number 124090W) as theStatutory Auditors of the Company to hold the office from the ensuing AGM till theconclusion of the 21st AGM of the Company (subject to ratification ofappointment at next Annual General meeting) on such remuneration as may be determined bythe Board in consultation with the auditors.

The Auditors’ Report on the accounts of the Company for the accounting year endedMarch 31 2016 is self-explanatory and do not call for further explanations or commentsthat may be treated as adequate compliance of Section 134 of the Companies Act 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment andRemuneration of Managerial Personnel] Rules 2014 every Listed Company and such otherClass (es) of Company shall annex to its Board Report the Secretarial Audit report inthe prescribed format issued by the Practicing Company Secretary.

Further Company being Unlisted Company as at the end of Financial Year 2015-16 thesaid requirement of Secretarial Audit is not applicable to the Company. However theCompany has appointed M/s K H & Associates (FR No. 8904) Practicing CompanySecretary as Secretarial Auditor for the Financial Year 2016-17. The report as submittedby the Secretarial Auditor will be provided along with the Board’s report of nextfinancial year

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of section 134[3][c] of the Act your Directors state that:

I. in the preparation of the annual financial statements for the year ended on March31

2016 applicable accounting standards read with requirements set out under schedule IIIof the Act have been followed along with proper explanation relating to materialdepartures if any II. such accounting policies have been selected and appliedconsistently and judgments and estimates made that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at March 31 2016 andof the profit of the company for the year ended on that date III. proper and sufficientcare has been taken for maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for prevention anddetection of fraud and other irregularities IV. the annual financial statements areprepared on a going concern basis and

V. the systems to ensure compliance with the provisions of all applicable laws are inplace and are adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

By Order Of the Board
For Ruby cables Limited
Chirag Gada
Place:- Vadodara Chairman and Managing Director
Date:- 09th September 2016 DIN- 01851703
Registered Office:
15 G.I.D.C Manjusar Taluka : Savli Vadodara - 391775