You are here » Home » Companies » Company Overview » Ruchi Soya Industries Ltd

Ruchi Soya Industries Ltd.

BSE: 500368 Sector: Industrials
NSE: RUCHISOYA ISIN Code: INE619A01027
BSE LIVE 15:45 | 26 Sep 22.80 -0.05
(-0.22%)
OPEN

23.00

HIGH

23.25

LOW

22.70

NSE 15:30 | 26 Sep 22.85 -0.10
(-0.44%)
OPEN

22.90

HIGH

23.35

LOW

22.70

OPEN 23.00
PREVIOUS CLOSE 22.85
VOLUME 166692
52-Week high 31.80
52-Week low 18.50
P/E
Mkt Cap.(Rs cr) 762
Buy Price 22.80
Buy Qty 63.00
Sell Price 0.00
Sell Qty 0.00
OPEN 23.00
CLOSE 22.85
VOLUME 166692
52-Week high 31.80
52-Week low 18.50
P/E
Mkt Cap.(Rs cr) 762
Buy Price 22.80
Buy Qty 63.00
Sell Price 0.00
Sell Qty 0.00

Ruchi Soya Industries Ltd. (RUCHISOYA) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Thirtieth Annual Report together with theAudited Financial Statements of the Company for the year ended March 31 2016.

FINANCIAL RESULTS

(Rs. in Crores)
2015-16 2014-15
Total Revenue 27805.43 28411.61
Profit/(Loss) before Depreciation Tax and Exceptional Items (811.07) 163.71
Depreciation Amortization and Impairment Expenses 149.88 148.01
Profit/(Loss) before Taxation and Exceptional Items (960.95) 15.70
Exceptional Items 2.39 64.92
Profit/(Loss) before taxation (958.56) 80.62
Tax expenses 79.86 19.69
Profit/(Loss) after taxation (878.70) 60.93
Add: Balance brought forward from previous year 905.05 904.05
Less: Depreciation on account of transitional provisions 43.35
Amount available for appropriation 26.35 921.63
APPROPRIATION
General Reserve 10.00
Proposed dividend - Preference 0.12
— Equity 5.35
Dividend distribution tax 1.11
Balance as at end of the year 26.35 905.05
26.35 921.63

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the current financialyear.

DIVIDEND

The Board of Directors do not recommend any dividend for the year ended March 31 2016in view of the loss incurred by the Company during the year.

OPERATIONS AND STATE OF AFFAIRS

During the year under review the sales and other income of your Company wasRs.27805.43 Crores as against Rs. 28411.61 Crores during the previous financial year.The Company has incurred loss after tax of Rs.878.70 Crores as compared to profit aftertax of Rs. 60.93 Crores during the previous year. The performance of the Company wasadversely impacted by sustained pressure in global commodities market weak and erraticmonsoon in the country foreign exchange fluctuations and overall economic downturn. Dueto turbulent economic market conditions in global markets coupled with steep fall in theprices of commodities such as soyabean edible oils coffee guar gum and castorbusinesses had an adverse impact and suffered operational losses.

FUTURE OUTLOOK

The Company is reviewing the various business segments with a view to consolidatefocus and grow in core businesses and improve its margins on a sustained basis. Thecompany is also focusing on right sizing of capacities with a view to optimize the returnon capital employed. Evaluation of (a) growth plans on packed/ branded segments and strongpresence in core business activities (b) investments for potential value creation (c)proposals for strategic action (d) schemes for exploitation of assets and resources tothe maximum possible potential and (e) controlling of costs to stay competitive inbusiness are the focus areas in future.

The low edible oil prices have resulted in increase in demand and imports to bridge thedemand-supply gap. This is expected to expand the capacity utilization of productionfacilities. Also the industry expects that due to improved weather conditions thecurrent year augurs well for better soya crop size than the previous year entailingbetter availability of seeds for crushing and capacity utilization of the productioncapacities. With a firm and consistent focus on branded segment the company anticipatesbetter operational performance in the current year.

EXPORTS

The export of the Company during the year was ' 3885.96 Crores as compared to '4578.14 Crores during the last financial year despite of volatile market conditions andforeign exchange fluctuations in the global market. The decline in the export was mainlydue to lower arrival of soya crop because of erratic monsoon government policies andintense competition in the export market.

CHANGE IN SHARE CAPITAL

During the year under review the Company has allotted 40300 equity shares of Rs.2/-each pursuant to exercise of Employee Stock Options. Accordingly the paid up equity sharecapital of the Company increased from Rs.66.81 Crores consisting of Rs.334060422 equityshares of Rs.2/- each to Rs.66.82 Crores consisting of 334100722 equity shares ofRs.2/- each.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance withthe provisions of Companies Act 2013 and Accounting Standard (AS-21) issued by theInstitute of Chartered Accountants of India and forms an integral part of this Report.

DIRECTORS/KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Companies Act 2013 Mr. Vijay Kumar JainExecutive 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 its 29th Annual GeneralMeeting held on September 23 2015 had appointed Mrs. Meera Dinesh Rajda as anIndependent Director of the Company for a period of five years with effect from 23rdSeptember 2015 not liable to retire by rotation pursuant to the provisions of Section149 of the Companies Act 2013 ("the Act") and Clause 49 of the erstwhileListing Agreement.

During the year the members of the Company had re-appointed Mr. Dinesh Chandra Shahraas Managing Director of the Company for a further period of three years with effect fromJanuary 7 2016 to January 6 2019 by means of passing a Special Resolution through postalballot on March 25 2016.

The Board of Directors of the Company on recommendations of the Nomination &Remuneration Committee at its meeting held on May 30 2016 has subject to approval ofshareholders re-appointed Mr. Vijay Kumar Jain as Director (Commercial) of the Companyfor a further period of three years with effect from April 1 2016. The terms &conditions of the re-appointment of Mr. Vijay Kumar Jain are set out in the noticeconvening the 30th Annual General Meeting of the Company. The Board at itsmeeting held on August 12 2016 approved to designate Mr. Vijay Kumar Jain as ExcutiveDirector of the Company.

Mr. Sajeve Deora has resigned from Directorship of the Company with effect from April21 2016. The Board of Directors places on record their sincere appreciation for thevaluable contribution made by Mr. Deora during his tenure with the Company.

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 the Directors of your Company are disqualified for being appointed asDirectors as specified in Section 164(2) of the Companies Act 2013 read with Rule 14(1)of the Companies (Appointment and Qualification of Directors) Rules 2014. Necessaryinformation required under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Secretarial Standards in respect of re-appointment of Mr. VijayKumar Jain at the ensuing Annual General Meeting are given in the notice convening the 30thAnnual General Meeting of the Company and the Corporate Governance Report forming part ofthis Report.

The details of familiarization programs to Independent Directors are available on thewebsite of the Company i.e. www.ruchisoya.com .

Pursuant to the provisions of Section 203 of the Companies Act 2013 the key managerialpersonnel of the Company are Mr. Dinesh Chandra Shahra Managing Director Mr. Vijay KumarJain Executive Director Mr. V. Suresh Kumar Chief Financial Officer and Mr. R.L. GuptaCompany Secretary. There has been no change in the key managerial personnel during theyear except as mentioned above.

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 312016 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 2016 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.

BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance as well as the evaluation of the working of its Committees andindividual Directors. The performance of the Board and Committees was evaluated inaccordance with the Nomination Remuneration and Evaluation policy framed by the Companyand after seeking inputs from all the Directors on the basis of the criteria such asBoard/Committees constitutions frequency of meetings effectiveness of processes qualityand transparency of discussions execution and performance of duties etc.

The performance of individual Directors (including Independent Directors) was evaluatedby the Board and Nomination and Remuneration Committee (excluding the Director beingevaluated) after seeking inputs from all Directors on the basis of the criteria such aslevel of engagement and contribution to Board deliberations independence of judgementsafeguarding the interest of the Company and focus on creation of shareholders valueability to guide the Company in key matters attendance at meetings thought contributionbusiness insights and applied knowledge etc.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of Executive and Non-Executive Directors. The Directors expressed theirsatisfaction with the evaluation process.

MEETINGS OF THE BOARD

The Board of Directors of the Company met four times during the financial year 2015-16.The meetings were held on May 26 2015 August 14 2015 November 2 2015 and February 102016.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in form MGT-9 is annexed as Annexure I tothis report.

AUDITOR AND AUDITORS' REPORT Statutory Auditors

M/s. P.D. Kunte & Co. Chartered Accountants (Firm Registration No. 105479W) wereappointed as Statutory Auditors of the Company in the 28th Annual GeneralMeeting of the Company for a period of three years i.e. until the conclusion of the 31stAnnual General Meeting of the Company subject to ratification of their appointment bymembers at every Annual General Meeting held after the 28th Annual GeneralMeeting. The Board proposes ratification of the appointment of M/s. P.D. Kunte & Co.Chartered Accountants as Statutory Auditors of the Company for approval of the members inthe ensuing Annual General Meeting.

M/s. P.D. Kunte & Co. Chartered Accountants have furnished a written consent andcertificate to the effect that the ratification of their appointment if made would be inaccordance 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 summary of Qualified/Disclaimer of opinion is as below:

Note 34 and 35 to the financial statements: Employee costs includes remuneration of '129.32 lakh (of which ' 27.51 lakh has been paid) to the Managing Director of the Companyin excess of the limits prescribed under section 197 of the Companies Act 2013. TheCompany proposes to apply to the Central Government for the necessary approval for theremuneration in excess of permissible limits and also obtain sanction of the members inthe ensuing General Meeting.

Note 34 and 36 to the financial statements: Out of the excess remuneration of ' 187.37lakh paid to the Managing Director of the Company in the preceding year the CentralGovernment has since partially approved remuneration of ' 112.46 lakh. The balance amountof ' 74.91 lakh has been written back and is included in the Statement of Profit and Lossunder the head Exceptional Items and is shown as recoverable from the Managing Directorunder the head Short-term Loans and Advances in Note 19. The Company has again applied tothe Central Government for approval of balance amount of ' 74.91 lakh.

In respect of advances amounting ' 49969.15 lakh included under other advancesrecoverable in cash or kind under Note 19 Short Term Loans and Advances no confirmationshave been received due to resolution of certain commercial matters which are in process.

During the year the Company discovered misappropriation of funds by inflating theexpenses to the tune of approximately ' 900.00 lakh by some of the employees at two of itsbranches situated in the State of Andhra Pradesh audited by branch auditors. The Companyhas filed a First Information Report with Criminal Investigation Department (CID) AndhraPradesh. The matter is under investigation by CID. The Company has recovered an amount of' 164.06 lakh from the concerned employees till date which has been disclosed as anExceptional Item in the Statement of Profit and Loss.

The other notes on financial statements referred to in the Auditors Report are selfexplanatory and do not call for any further comment.

Branch Auditors

M/s. KR & Co. Chartered Accountants (Firm Registration No. 025217N) were appointedas Branch Auditors of the Company in the 28th Annual General Meeting of theCompany for a period of five years i.e. until the conclusion of the 33rd AnnualGeneral Meeting of the Company subject to ratification of their appointment by members atevery Annual General Meeting held after the 28th Annual General Meeting. TheBoard proposes ratification of the appointment of

M/s. KR & Co. Chartered Accountants as Branch Auditors of the Company for approvalof the members in the ensuing Annual General Meeting.

M/s. KR & Co. Chartered Accountants have furnished a written consent andcertificate to the effect that the ratification of their appointment if made would be inaccordance 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.

Cost Auditors

The Board of Directors on the recommendation of the Audit Committee has re-appointedM/s. K.G. Goyal & Co. Cost Accountants (Registration No. 00017/07/2008) to conductaudit of the cost accounting records of the Company for the financial year 2016-17 at aremuneration of ' 4.40 lakh (Rupees Four Lacs Forty Thousand Only) subject to payment ofapplicable taxes thereon and re-imbursement of out of pocket expenses. As required underSection 148 of the Companies Act 2013 a resolution regarding ratification of theremuneration payable to M/s. K.G. Goyal & Co. Cost Accountants forms part of theNotice convening the 30th Annual General Meeting of the Company.

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 theSecretarial Audit Report for the financial year ended March 31 2016 issued by Mr.Prashant Diwan Practising Company Secretary is annexed herewith as Annexure II.

With regard to the observations made by the Secretarial Auditor it is submitted thatthe Nomination and Remuneration Committee has been re-constituted by the Board incompliance with the provisions of Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Further the Company is in the process ofapplying to the Central Government for waiver from recovery of excess remuneration paid toMr. Dinesh Chandra Shahra Managing Director of the Company. The other observations in theSecretarial Audit Report are self explanatory.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31 2016 the Subsidiaries Joint Ventures and Associate Companies of yourCompany are as follows:

SUBSIDIARY COMPANIES

Ruchi Worldwide Limited (Subsidiary)

Mrig Trading Private Limited (Subsidiary)

Ruchi J-Oil Private Limited (Subsidiary)

Ruchi Ethiopia Holdings Limited Dubai (Subsidiary)

Ruchi Industries Pte. Limited Singapore (Subsidiary)

RSIL Holdings Private Limited (Subsidiary)

Ruchi Hi-rich Seeds Private Limited (Step-down Subsidiary) Ruchi Agri PLC Ethiopia(Step-down Subsidiary)

Ruchi Agri Plantation (Cambodia) Pte. Limited Cambodia (Step- down Subsidiary)

Palmolien Industries Pte. Limited Cambodia (Step-down Subsidiary)

Ruchi Agri Trading Pte. Limited Singapore (Step-down Subsidiary) Ruchi Agri SARLUMadgaskar (Step-down Subsidiary)

Ruchi Middle East DMCC Dubai (Step-down Subsidiary w.e.f.

November 15 2015)

Joint Ventures

Indian Oil Ruchi Biofuels LLP

Associate Companies

GHI Energy Private Limited

Ruchi Kagome Foods India Private Limited (upto May 20 2016 as the Company hasdisposed off its stake in the Associate Company on such date).

The statement containing salient features of the financial statements and highlights ofperformance of its Subsidiaries Joint Ventures and Associate Companies and theircontribution to the overall performance of the Company during the period is attached withthe financial statements of the Company in form AOC-1. The Annual Report of your Companycontaining inter alia the audited standalone and consolidated financial statements hasbeen placed on the website of the Company at www.ruchisoya.com . Further the auditedfinancial statements together with related information of each of the subsidiary Companieshave also been placed on the website of the Company at www.ruchisoya.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.ruchisoya.com .

PARTICULARS OF LOANS & ADVANCES GUARANTEES INVESTMENTS AND SECURITIES

Pursuant to Section 186 of Companies Act 2013 and Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 disclosure on particularsrelating to loans advances guarantees investments and securities are provided in thestandalone financial statements (Please refer Note 45 to the standalone financialstatements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company with relatedparties during the financial year were in the ordinary course of business and on an arm'slength basis. All related party transactions were placed before the Audit Committee andthe Board for review and approval. Prior omnibus approval was obtained from the AuditCommittee of the Board for the related party transactions which are of repetitive natureand which can be foreseen and accordingly the required disclosures are made to the AuditCommittee and Board on quarterly basis in terms of the transactions under such omnibusapproval of the Committee.

There were no materially significant related party transactions entered into by theCompany which may have a potential conflict with the interest of the Company. The policyon materiality of related party transactions and on dealing with related partytransactions as approved by the Audit Committee and the Board of Directors may be accessedon the Company's website at www.ruchisoya.com . Your directors draw attention of themembers to Note 38 to the 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

Information required under Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is annexed as Annexure III to this report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a proper comprehensive and adequate system of internal controlscommensurate with the nature of its business and the size scale & complexity of itsoperations. This internal control framework has been designed to provide reasonableassurance with regard to safeguarding & protection of its assets against any loss fromunauthorized use or disposition recording and providing reliable financial andoperational information prevention and detection of frauds & errors executingtransactions with proper authorization and ensuring compliance of corporate policies.

Your Company's independent and strong Internal Audit processes provides assurance onthe adequacy and effectiveness of internal controls compliance with operating systemsinternal policies and regulatory requirements. The Internal Auditors as well as the AuditCommittee of the Board of Directors actively review the adequacy and effectiveness of theinternal control systems and suggests improvements to strengthen the same. The Company hasa robust management information system which is an integral part of the controlmechanism. The key Internal Audit findings are reviewed periodically by the AuditCommittee as well as by the Board of Directors of the Company and corrective actions asdeemed necessary are taken. Your Company has also laid down procedures and authoritylevels with suitable checks and balances encompassing the entire operations of theCompany.

RISK MANAGEMENT

Your Company has put in place a Risk Management framework and Policy based on domesticand globally recognized standards. The objective of the policy is to ensure sustainablebusiness growth with stability and to promote a pro-active approach in reportingevaluating and resolving risks associated with the Company's business and to create &protect shareholders' value by minimizing threats or losses and identifying andmaximizing opportunities. The Risk Management Policy is reviewed periodically by theBoard Audit Committee as well as Risk Management Committee. Further details on theCompany's risk management framework is provided in the Management Discussion and Analysisreport.

CORPORATE GOVERNANCE

The Company adheres to best practices on Corporate Governance. A separate report onCorporate Governance in terms of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms integral part of this report. Certificate regarding compliance ofconditions of Corporate Governance Report issued by Statutory Auditors is annexed as AnnexeureIV to this report. The necessary disclosures as required under Schedule V of theCompanies Act 2013 are provided in the Corporate Governance Report.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The details of shares issued under Employee Stock Option Scheme 2007 (the Scheme) asalso the disclosures in compliance with Section 62 of Companies Act 2013 read with Rule12 of Companies (Share Capital and Debentures) Rules 2014 and SEBI (Share Based EmployeeBenefits) Regulations 2014 are annexed as Annexure V to this Report. No employeehas been issued stock options during the year equal to or exceeding 1% of the issuedcapital of the Company at the time of grant.

During the financial year 2015-16 there has been no change in the Scheme. Further itis confirmed that the Scheme is in compliance with SEBI (Share Based Employee Benefits)Regulations 2014. The applicable disclosures as stipulated under Regulation 14 of SEBI(Share Based Employee Benefits) Regulations 2014 with regard to the Scheme are availableon the website of the Company at www.ruchisoya.com .

PARTICULARS OF EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act 2013 ("theAct") read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure VI to this report.

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further the Annual Report is being sent to the members excluding the aforesaidannexure. In terms of the provisions of Section 136 of the Act the said annexure is openfor inspection at the Registered Office of the Company. Any shareholder interested inobtaining a copy of the same may write to the Company Secretary and the same will befurnished on request.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy in terms of the ListingAgreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 fordirectors and employees of the Company to report genuine concerns and grievances aboutunethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethics. The Audit Committee of the Board is entrusted with the responsibilityto oversee the vigil mechanism. During the year no personnel was denied access to theAudit Committee. The Vigil Mechanism/

Whistle Blower Policy is available on the website of the Company at www.ruchisoya.com .

NOMINATION REMUNERATION AND EVALUATION POLICY

In accordance with the provisions of Section 178 of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has putin place a Nomination Remuneration and Evaluation Policy and is annexed as AnnexureVII to this report. The same is also available on the website of the Company i.e.www.ruchisoya.com .

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of Companies Act 2013 your Companyhas a Corporate Social Responsibility Committee which comprises Mr. N. Murugan(Chairperson) Mr. Dinesh Chandra Shahra and Mr. Vijay Kumar Jain (Members). The Companyhas also formulated a Corporate Social Responsibility Policy (CSR Policy) which isavailable on the website of the Company at www.ruchisoya.com . Annual report on CSRactivities as required under the Companies (Corporate Social Responsibility Policy) Rules2014 is annexed as Annexure VIII to this Report.

COMMITTEES OF THE BOARD

The Board of Directors of the Company has constituted various Committees viz. AuditCommittee Nomination and Remuneration Committee Stakeholders' Relationship Committee andCorporate Social Responsibility Committee.

The details of the role of Audit Committee Nomination and Remuneration Committee andStakeholders Relationship Committee along with their composition number of meetings heldduring the financial year and attendance at the meetings are provided in the CorporateGovernance Report.

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

The Company has adopted a policy in line with the provisions of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules madethereunder. All employees (permanent contractual temporary trainees) are covered underthe said policy. An Internal Complaints Committee (ICC) has also been set up to redresscomplaints received on sexual harassment. During the year under review the details ofcomplaints received and disposed off are as follows:

No. of Complaints outstanding as on April 1 2015 : One

No. of Complaints received during the year : Two

No. of Complaints disposed off during the year : Three

No. of Complaints pending as on March 31 2016 : Nil

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperation in future. However the Securities and Exchange Board of India (SEBI) by anex-parte ad-interim Order dated May 24 2016 restrained the company from buying sellingor dealing in the securities market either directly or indirectly in any mannerwhatsoever till further directions. The Company is taking suitable legal recourse toprotect interest of the stakeholders.

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 save and except ESOS referred to in this report.

4. Neither the Managing Director nor the Whole-time Director of the Company receivesany remuneration or commission from any of its subsidiaries.

5. No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this Report except winding up petition filed by one of the lenders of theCompany.

CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Reportrelating to the Company's objectives projections outlook expectations and others may be"forwardlooking statements" within the meaning of applicable laws andregulations. Actual results may differ from expectations those expressed or implied. Somefactors could make difference to the Company's operations that may be due to change ingovernment policies global market conditions foreign exchange fluctuations naturaldisasters etc.

ACKNOWLEDGEMENT

Yours Directors place on record their sincere appreciation for the valued contributionmade to the Company by the Shareholders Banks Financial Institutions CentralGovernment State Governments and other Government Authorities and look forward to theircontinued support. Your directors also express their appreciation for the dedicated andsincere services rendered by employees of the Company.

For and on behalf of the Board of Directors
Kailash Shahra
Place : Mumbai Chairman
Date : August 12 2016 DIN: 00062698

Annexure III to the Directors' Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company operates in a safe and environmentally responsible manner for thelong-term benefit of all stakeholders. The Company works towards minimizing the impact ofits operations on the environment and is committed to take effective measures to conserveenergy promote the use of renewable energy and drive energy efficiency in its operations.During the year under review several steps were taken for conservation of energy some ofwhich are listed below:

(A) CONSERVATION OF ENERGY

(I) The steps taken or impact on conservation of energy:

A number of energy conservation techniques were initiated and successfully implemented.Some of the key initiatives undertaken in the manufacturing units were as follows:-

(a) Installation of 4.42 MW Co-generation plant to harness power from process steambefore using for heating purpose which has improved energy efficiency of Unit/plant andmoreover benefited in an independent power generation at lower cost & helped inreducing carbon foot print.

(b) Optimization of the turbine power generation & steam utilization by altering invacuum system to operate at low pressure steam for full utilization of exhaust/ventedsteam of turbine which otherwise wasted.

(c) Reduced the power consumption by using 54 numbers of Energy Efficient High Bay 100WLED Lights in place of 250 W HPMV Bay Lights.

(d) Reduced thermal energy (steam) by adopting automatic pumping traps for condensaterecovery system.

(e) Reduced power consumption by installing energy efficient pumps with IE3 motors.

(f) Reduced power consumption by installing energy efficient clean cooling tower600m3/Hr in place of old cooling tower.

(II) The steps taken by the Company for utilizing alternate sources of energy:

During the year under review the steps were taken to use the solar street lights byreplacing traditional street lights at Company's various plants and to utilize the forcedcirculation Solar water heating system by replacing conventional steam heating system infinished products packing.

(III) The capital investment on energy conservation equipments:

An amount of ' 34.18 Crores was incurred towards capital investment on energyconservation equipments during the year under review.

(B) TECHNOLOGY ABSORPTION

(I) The efforts made towards technology absorption:

In order to maintain its leadership position your Company is continuously focusing onupgrading its products and manufacturing technology as well as acquiring new and advancedtechnology to meet the emerging expectations of the customers. The R&D department isactively involved in the development and implementation of advanced utility generationsystem to make manufacturing process efficient and has procured Indigenous Technology ofCo-generation (STG set- Steam Turbine & Generator set). An expert consultant has beenhired for installation of Co-generation unit (Steam Operated Turbine-ElectricityGeneration Unit). The activities are in full consonance with the Company's objective ofutilizing the most advanced energy efficient solutions at minimum cost.

(II) The benefits derived like product improvement cost reduction product developmentor import substitution: Introduction of new technologies has helped the Company toachieve more efficient operations manufacture high quality and safe products reduceenergy cost and better energy utilization. By adoption of latest advanced technologiesthe Company intends to capitalize and bookshelf the developed technology for incorporationinto the quality products at competitive price for making them more attractive to the endcustomers. The Company is also taking measures to mitigate all future risks related totechnology by taking appropriate emerging technology green initiatives etc. to meet andexceed all future emissions.

(III) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):

(a) The details of technology imported : None
(b) The year of import : Not Applicable
(c) Whether the technology been fully absorbed : Not Applicable
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof : Not Applicable

(IV) The expenditure incurred on Research and Development:

Expenditure incurred on research and development are charged under primary heads ofaccounts and not allocated separately.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earned in terms of actual inflows during the year was ' 3885.96Crores (Previous Year ' 4578.14 Crores) and the foreign exchange outgo during the year interms of actual outflows was ' 12112.03 Crores (Previous Year ' 11756.03 Crores).