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Ruchi Infrastructure Ltd.

BSE: 509020 Sector: Industrials
NSE: RUCHINFRA ISIN Code: INE413B01023
BSE LIVE 15:20 | 20 Nov 4.66 -0.24
(-4.90%)
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5.14

HIGH

5.14

LOW

4.66

NSE 15:22 | 20 Nov 4.75 -0.25
(-5.00%)
OPEN

5.00

HIGH

5.00

LOW

4.75

OPEN 5.14
PREVIOUS CLOSE 4.90
VOLUME 19361
52-Week high 5.14
52-Week low 2.53
P/E
Mkt Cap.(Rs cr) 96
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.66
Sell Qty 4508.00
OPEN 5.14
CLOSE 4.90
VOLUME 19361
52-Week high 5.14
52-Week low 2.53
P/E
Mkt Cap.(Rs cr) 96
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.66
Sell Qty 4508.00

Ruchi Infrastructure Ltd. (RUCHINFRA) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Thirty Third Annual Report together withthe Audited Financial Statements of the Company for the year ended March 31 2017.

FINANCIAL RESULTS

2016-2017

2015-2016

(Rs in Crore)

(Rs in Crore)

Revenue from operations 293.39 2322.73
Profit/(Loss) before Depreciation Tax and Exceptional Items 3.19 5.77
Exceptional Items 1.04 -
Profit before depreciation and tax 2.15 5.77
Depreciation 10.19 10.00
Profit before taxation (8.04) (4.23)
Provision for taxation (1.92) (0.76)
Profit/(Loss) after taxation (9.96) (4.99)
Balance brought forward from previous year 7.75 16.69
Amount available for appropriation (2.21) 11.70
APPROPRIATION
Proposed Dividend
– Preference - 3.28
– Equity - -
Tax on dividend - 0.67
Balance as at end of year (2.21) 7.75

OPERATIONS AND STATE OF AFFAIRS

The revenue from operations of the Company for the financial year under review has beenrecorded as Rs 293.39 Crore as against that of Rs 2322.73 Crore recorded in the previousfinancial year. During the year under review the trading activities have been checked andsuspended on account of adverse effect on profitability and cash flows largely due tovolatile commodity prices foreign exchange fluctuations and slow moving receivables. Theearnings before depreciation and tax (EBDT) were

Rs 2.15 Crore as against Rs 5.77 Crore during the previous year. The loss after tax ofthe Company for the financial year 2016-17 was Rs 9.96 Crore and as against loss after taxof Rs 4.99 Crore during the previous financial year.

Last two years have been very tough for the Company however the Company is focused onits core infrastructure activities. No material changes and commitments affecting thefinancial position of the Company occurred between the end of the financial year to whichthese financial statements relate and the date of this Report. There is no change in thenature of business during the year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the financial yearunder review.

DIVIDEND

The Directors regret the inability to propose any dividend for the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of the Companies Act 2013 read with theAccounting Standard 21 on Consolidated Financial Statements this Annual Report includesConsolidated Financial Statements of the Company for the financial year 2016-17.

DIRECTORS

As per the provisions of Section 152 of the Companies Act 2013 Mr. Narendra ShahExecutive Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

During the year the members of the Company at the 32nd Annual General Meeting held onSeptember 14 2016 had appointed Mr. Narendra Shah as the Executive Director of theCompany for a period of three years with effect from April 8 2016 liable to retire byrotation pursuant to the provisions of Section 152 196 197 and 203 of the CompaniesAct 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Mr. Dinesh Chandra Shahra

Mr. Sajeve Deora Mr. N. Murugan Mr. Naveen Gupta Mrs. Amrita Shahra Sachdev and Mr.Veeresh Malik have resigned from Directorship of the Company with effect from April 82016; April 7 2016; April 8 2016; April 21 2016; November 23 2016 and July 13 2017respectively. Mr. Naveen Gupta and Mr. Veeresh Malik resigned due to their health reasonsand the other directors vacated their offices due to pre-occupation. The Board ofDirectors places on record its sincere appreciation for the valuable contribution made bythem during their association with the Company.

The Board of Directors of the Company has appointed Mrs. Ruchi Joshi and Mr. Mohan DasKabra as Additional Directors of the Company with effect from December 31 2016 and August22 2017 respectively. The Company is in receipt of notices under Section 160 of theCompanies Act 2013 proposing their candidatures for directorship of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and reviewingthe declarations submitted by Mrs. Ruchi Joshi and Mr. Mohan Das Kabra the Board ofDirectors of the Company formed an opinion that Mrs. Ruchi Joshi and Mr. Mohan Das Kabrameet the criteria of Independence as per Section 149(6) of the Companies Act 2013 and therules made thereunder and also meet the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for being appointed as Independent Directorson the Board of the Company to hold office for a term of 3 (three) years with effect fromSeptember 27 2017. The Company has received the requisite disclosures/declarations fromMrs. Ruchi Joshi and Mr. Mohan Das Kabra as required under the relevant provisions of theCompanies Act 2013.

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. None of theDirectors of your Company is disqualified for being appointed as Director as specified inSection 164(2) of the Companies Act 2013 read with Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014. Necessary information (includingbrief resume) required under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Secretarial Standards in respect of the appointment/re-appointmentof Directors at the ensuing Annual General Meeting is given in the notice convening the33rd Annual General Meeting of the Company.

The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business modes of the company and related matters are available on thewebsite of the Company i.e. www.ruchiinfrastructure.com.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company are Mr. Narendra Shah Executive Director(since April 8 2016) Mr. Ravindra Kumar Kakani Chief Financial Officer (since April 82016) and Mr. Ashish Mehta Company Secretary.

During the year under review Mr. Dinesh Shahra resigned from the office of ManagingDirector and Mr. Narendra Shah resigned from the office of Chief Financial Officer.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the loss ofthe Company for that period;

c) the directors had 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;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual performance evaluation of its ownperformance board committees and individual Directors pursuant to the provisions of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as per the framework laid down in the Nomination Remuneration andEvaluation policy of the Company. The performance evaluation of Independent Directors wascarried out by the entire Board excluding the Director being evaluated; and theperformance evaluation of the Executive Director Non Independent Directors and the Boardas whole was also carried out by the Independent Directors.

MEETINGS OF THE BOARD

The Board of Directors of the Company met six times during the financial year 2016-17.The meetings were held on April 8 2016 May 27 2016 August 9 2016 November 9 2016December 31 2016 and February 9 2017.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return of the Company in form MGT-9 in accordance with Section92(3) of the Companies Act 2013 and relevant rules made thereunder is annexed herewith asAnnexure I to this report.

AUDITOR AND AUDITORS’ REPORT STATUTORY AUDITORS

M/s. Ashok Khasgiwala & Co. Chartered Accountants (Firm Registration No. 000743C)were appointed as Statutory Auditors of the Company in the 30th Annual General Meeting ofthe Company for a period of five years i.e. until the conclusion of the 35th AnnualGeneral Meeting of the Company subject to ratification of their appointment by members atevery Annual General Meeting held after the above said AGM. The Board proposesratification of the appointment of M/s. Ashok Khasgiwala & Co. Chartered Accountantsas Statutory Auditors of the Company for approval of the members in the ensuing AnnualGeneral Meeting.

M/s. Ashok Khasgiwala & Co. Chartered Accountants have furnished a written consentand certificate to the effect that the ratification of their appointment if made wouldbe in accordance with the provisions of Section 139 and 141 of the Companies Act 2013. Asrequired under Regulation 33(1)(d) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

The notes on financial statements referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation adverse remark or disclaimer.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 SecretarialAudit Report for the financial year ended March 31 2017 issued by Mr. Prashant DiwanPractising Company Secretary is annexed herewith as Annexure II and is selfexplanatory. The Board has advised the promoters to comply with provisions of Regulation31 of SEBI (Listing obligations and Disclosure Requirements) Regulation 2015 pertainingto dematerialisation of their shareholding.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has three subsidiaries as at March 31 2017 i.e. Mangalore Liquid ImpexPvt. Ltd. Peninsular Tankers Pvt. Ltd. and Ruchi Renewable Energy Pvt. Ltd. During theyear Union Infrastructure Solutions Pvt. Ltd. ceased to be a subsidiary of the Companywith effect from February 9 2017.

The Company does not have any joint venture and associate Company during the year underreview however financials of an associate partnership firm namely Narang & RuchiDevelopers have been consolidated in terms of applicable Accounting Standard.

The statement containing salient features of the financial statements and highlights ofperformance of its Subsidiary Companies and their contribution to the overall performanceof the Company during the period is attached with the financial statements of the Companyin form AOC-1. The Annual Report of your Company containing inter alia the auditedstandalone and consolidated financial statements has been placed on the website of theCompany at www.ruchiinfrastructure.com. Further the audited financial statements togetherwith related information of each of the subsidiary Companies have also been placed on thewebsite of the Company at www.ruchiinfrastructure.com.

The policy for determining material subsidiary as approved by the Board of Directors ofthe Company are available on the website of the Company at www.ruchiinfrastructure.com.

PARTICULARS OF LOANS/ADVANCES GUARANTEES INVESTMENTS AND SECURITIES

Particulars of loans/advances investments guarantees made and securities providedduring the year as required under the provisions of Section 186 of the Companies Act 2013and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are provided in the notes to the standalone financial statements (Please refer Note47 to the standalone financial statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm’s length basis. Prior omnibus approval was obtained from the Audit Committee ofthe Board for the related party transactions which are of repetitive nature and which canbe foreseen and accordingly the required disclosures are made to the Audit Committee onquarterly basis including transactions made under such omnibus approval of the Committee.All related party transactions were placed before the Audit Committee and the Board forreview and approval.

During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the provisionsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and policy ofthe Company on materiality of related party transactions.The policy on materiality ofrelated party transactions and on dealing with related party transactions as approved bythe Audit Committee and the Board of Directors may be accessed on the Company’swebsite at www.ruchiinfrastructure.com. Your directors draw attention of the members toNote 45 to the standalone financial statements which set out related party disclosures interms of the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity the information relatedto conservation of energy and technology absorption as required under Section 134(3)(m) ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 is not applicableto the Company.

Foreign Exchange earning was Rs Nil (Previous year Rs 44.95 Crores) and ForeignExchange Outgo was Rs 0.16 Crores (Previous year Rs4.88 Crores).

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has adopted policies andprocedures for ensuring the effective internal financial control systems for efficientconduct of its business safeguarding of its assets the prevention and detection offrauds and errors accuracy and completeness of accounting records and the timelypreparation of reliable financial disclosures. The Company has adopted accountingpolicies which are in line with the Accounting Standards and the Companies Act 2013.TheCompany continues to have periodical audits conducted of all its functions and activitiesto ensure that systems and procedures are followed across all areas. The Audit Committeeregularly reviews the adequacy of internal control systems through such audits. TheInternal Auditor reports directly to the Audit Committee. Significant audit observationsand recommendations along with corrective actions taken by the management thereon arepresented to the Audit Committee and thereafter to the Board. The Company also has abudgetary control system to monitor expenditure against approved budgets on an ongoingbasis.

RISK MANAGEMENT

With focused approach towards core business of storage infrastructure and renewableenergy the Board regularly reviews the risk management strategy of the Company.

CORPORATE GOVERNANCE

The Company adheres to the corporate governance requirements set out by the Securitiesand Exchange Board of India (SEBI) and is committed to maintain the highest standards ofcorporate governance.A separate report on Corporate Governance forms an integral part ofthis Annual Report. Certificate of Statutory Auditors’ regarding compliance ofconditions of Corporate Governance as stipulated under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed herewith as AnnexureIII to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure IV to this report andthe information requiredunder Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in the annexure forming part of this Report. In termsof the first proviso to Section 136 of the Companies Act 2013 the Report and Accountsare being sent to the members excluding the aforesaid annexure. Any member interested inobtaining the same may write to the Company Secretary at the Registered Office of theCompany.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As required under Section 177(9) of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has established aVigil Mechanism/Whistle Blower Policy for its directors and employees to report theirgenuine concerns/grievances. The Policy also provides adequate safeguards againstvictimization of persons who use such mechanism and makes provisions for direct access tothe Vigilance Officer. The Vigil Mechanism/Whistle Blower Policy is uploaded on thewebsite of the Company at www.ruchiinfrastructure.com.

NOMINATION REMUNERATION AND EVALUATION POLICY

The Nomination Remuneration and Evaluation Policy of the Company as recommended by theNomination and Remuneration Committee and approved by the Board of Directors of theCompany in accordance with the provisions of Section 178 of the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedherewith as Annexure V to this report. The policy is also available on the websiteof the Company i.e. www.ruchiinfrastructure.com.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has a duly constituted Corporate Social Responsibility (CSR) Committeewhich is responsible for fulfilling the CSR objectives of the Company. The Committeecomprises of Mr. Mohan Das Kabra (Chairman with effect from August 22 2017) Mr. NarendraShah and Mrs. Ruchi Joshi as members. Before introduction of Mr. Mohan Das Kabra theCommittee was chaired by Mr. Veeresh Malik who vacated the office of independent directorwith effect from July 13 2017. The CSR Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) which was approved by theBoard and is available on the website of the Company at www.ruchiinfrastructure.com.

During the year the Company was not required to spend any amount on CSR activities/programs as the Company did not have any average net profits calculated in terms of theprovisions of Section 135 read with Section 198 of the Companies Act 2013. Annual reporton CSR activities as required under the Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed as Annexure VI to this Report.

OTHER COMMITTEES OF THE BOARD

The Board of Directors of the Company had already constituted various Committees andapproved their terms of reference/role in compliance with the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015viz. Audit Committee Nomination and Remuneration Committee and Stakeholders RelationshipCommittee. The details of the role and composition of these Committees including thenumber of meetings held during the financial year and attendance at the meetings areprovided in the Corporate Governance Report forming part of this Annual Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013

The Company always believed in providing an encouraging work environment devoid ofdiscrimination and harassment including sexual harassment and has adopted a policy in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules made thereunder. The objective of the policy is toprohibit prevent and address issues of sexual harassment at the workplace. The policycovers all employees irrespective of their nature of employment and also applicable inrespect of all allegations of sexual harassment made by an outsider against an employee.An Internal Complaints Committee (ICC) has also been set up to redress complaints receivedon sexual harassment. No complaint was pending at beginning of the year and none has beenreceived during the year.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions pertaining to such matters during the yearunder review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. The Managing Director/Executive Director of the Company did not receive anyremuneration or commission from any of the subsidiaries of the Company.

5. No significant or material orders passed by the Regulators/Courts/Tribunalsimpacting the going concern status of the Company and its operations in future.

6. No instances of fraud reported by the Statutory Auditors under Section 143(12) ofthe Companies Act 2013 and the rules framed thereunder either to the Company or to theCentral Government.

ACKNOWLEDGEMENT

Yours Directors place on record their gratitude for the valued support and assistanceextended to the Company by the Shareholders Banks and Government Authorities and lookforward to their continued support. Your directors also express their appreciation for thededicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors
Narendra Shah Krishna Das Gupta
Place : Indore Executive Director Director
Date : August 22 2017 DIN: 02143172 DIN:00374379