Your Directors have pleasure in presenting the Thirty Fifth Annual Report together withthe Audited Financial Statements of the Company for the year ended March 31 2019.
|FINANCIAL RESULTS || ||(Rs. in Crore) |
|Particulars ||2018-2019 ||2017-2018 |
|Revenue from operations ||51.41 ||36.59 |
|Other Income ||7.67 ||17.28 |
|Total Income ||59.08 ||53.87 |
|Profit/(Loss) before depreciation tax and exceptional items ||(3.30) ||1.20 |
|Exceptional items ||- ||- |
|Profit/(Loss) before depreciation and tax ||(3.30) ||1.20 |
|Depreciation ||12.47 ||13.35 |
|Profit/(Loss) before taxation ||(15.77) ||(12.15) |
|Provision for taxation ||(2.52) ||(4.47) |
|Profit/(Loss) after taxation ||(13.25) ||(7.68) |
|Balance brought forward from previous year ||(3.19) ||4.49 |
|Remeasurement of the defined benefit plans through other comprehensive income (net of tax) ||(0.13) ||- |
|Transfer to equity instruments through other comprehensive income ||(19.36) ||- |
|Balance as at end of year ||(35.93) ||(3.19) |
OPERATIONS AND STATE OF AFFAIRS
The Company recorded revenue of Rs. 51.41 Crore from operations during the financialyear under review as against Rs. 36.59 Crore in the previous financial year. The increasein revenues was primarily on account of sale of traded commodities amounting to Rs.17.42 Crore from Rs. 4.89 Crore in the previous year. The loss before depreciation and taxduring the year under review was Rs. 3.30 Crore as against profit of Rs. 1.20 Crore duringthe previous year. Considering the other income of Rs. 0.61 Crore for the year2018-19 as against Rs. 13.24 Crore for the year 2017-18 primarily on account of gain onsale of property the operational loss is lower in 2018-19 as compared to the previousyear. The loss (after tax) of the Company for the year under review was Rs. 13.25Crore as against Rs. 7.68 Crore recorded during the previous financial year.
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. There is no change in the nature of business during the yearunder review.
TRANSFER TO RESERVES
The Company has not transferred any amount to the reserves during the current financialyear.
The Directors regret the inability to propose any dividend for the year under review.
As per the provisions of Section 152 of the Companies Act 2013 Mr. Narendra ShahDirector of the Company retires by rotation at the 35th Annual General Meetingof the Company and being eligible offers himself for re-appointment.
The Board of Directors of the Company on recommendation of the Nomination andRemuneration Committee at its meeting held on April 6 2019 has re-appointed Mr. NarendraShah as Executive Director of the Company for a period of three years with effect fromApril 8 2019 subject to the approval of members. The terms & conditions of there-appointment of Mr. Narendra Shah including remuneration are set out in thenotice convening the 35th Annual General Meeting of the Company. Subject toapproval of members in the ensuing General Meeting the Board at its meeting held on April6 2019 has also approved the continuation of the appointment of Mr. Krishna Das Gupta asNon-Executive Independent Director of the Company for his remaining period of first termi.e. upto September 22 2020 in terms of the provisions of Regulation 17(1A) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended.
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. During the year under reviewExecutive Director of the Company did not receive any remuneration or commission from anyof its subsidiaries of the Company.
Necessary information required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Secretarial Standards in respect of the re-appointmentof Mr. Narendra Shah (including his brief profile) at the ensuing Annual General Meetingis given in the Notice of 35th AGM of the Company.
The details of programs for familiarization of Independent Directors with the Companyare available on the website of the Company i.e. www.ruchiinfrastructure.com.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company are as follows: Mr. Narendra ShahExecutive Director Mr. Ravindra Kumar Kakani Chief Financial Officer Mr. Ashish MehtaCompany Secretary
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 312019 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 2019 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 evaluation of the performance of the Board its committees and of individualdirectors has been made in the manner as enumerated in the Nomination Remuneration andEvaluation Policy as well as in accordance with the provisions of Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance evaluation of Independent Directors was carried out by the entire Boardexcluding the Director being evaluated; and the performance evaluation of theExecutive Director and the Board as whole was carried out by the Independent Directors.
MEETINGS OF THE BOARD
The Board of Directors of the Company met four times during the financial year 2018-19.The meetings were held on May 30 2018 August 8 2018 November 13 2018 and February 62019.
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 as AnnexureI to this report.
AUDITOR AND AUDITORS' REPORT STATUTORY AUDITORS
The first term of the appointment of M/s. Ashok Khasgiwala & Co. LLP CharteredAccountants (Firm Registration No. 000743C/0C400037) is expiring in the ensuing AnnualGeneral Meeting of the Company. On the basis of recommendation of the Audit Committee theBoard of Directors proposed the re-appointment of M/s. Ashok Khasgiwala & Co. LLPChartered Accountants as Statutory Auditors for a further period of one year (second term)from the conclusion of 35th Annual General Meeting till the conclusion of 36thAnnual General Meeting of the Company.
M/s. Ashok Khasgiwala & Co. LLP Chartered Accountants have given a written consentand certificate to the effect that their re-appointment if made would be in accordancewith the provisions of Section 139 and 141 of the Companies Act 2013. As required underRegulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditors have also confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India.
The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
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 2019 issued by Mr. PrashantDiwan Practising Company Secretary is annexed herewith as Annexure II and isself-explanatory. The Board has advised the promoters to comply with provisions ofRegulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 pertaining to dematerialization of their shareholding.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has three subsidiaries as at March 31 2019 i.e. Mangalore Liquid ImpexPvt. Ltd. Peninsular Tankers Pvt. Ltd. and Ruchi Renewable Energy Pvt. Ltd. The Companydoes not have any joint venture or associate Company during the year under review; howeverfinancials of an associate partnership firm namely Narang & Ruchi Developers havebeen consolidated in terms of applicable Accounting Standards.
The statement containing salient features of the financial statements of its SubsidiaryCompanies and their contribution to the overall performance of the Company duringthe period is attached with the financial statements of the Company in form AOC-1. TheAnnual Report of your Company containing inter alia the audited standalone andconsolidated financial statements has been placed on the website of the Company atwww.ruchiinfrastructure.com. Further the audited financial statements together withrelated 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 is 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 Note40 and 41 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 of theBoard for the related party transactions which are of repetitive nature and/or which canbe foreseen and accordingly the required disclosures are made to the Audit Committee onquarterly basis in terms of the transactions under such omnibus approval of theCommittee. All related party transactions were placed before the Audit Committee and theBoard for review 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's website atwww.ruchiinfrastructure.com. Your directors draw attention of the members to Note 48 tothe standalone financial statements which set out related party disclosures in terms ofthe provisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) 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. Nil) and Foreign Exchange Outgowas Rs. Nil (Previous year Rs. 0.05 Crore).
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an adequate internal control system commensurate with the size andnature of its business. An internal audit programme covering various activities andperiodical reports are submitted to the management as well as Audit Committee ofthe Board. The Company has a well-defined organizational structure authority levels andinternal rules and guidelines for conducting business transactions. Besides the CompaniesAct 2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 hasput primary responsibility of implementing a robust Internal Financial Control frameworkand is under consistent supervision of Audit Committee Board of Directors and alsoindependent Statutory Auditors. During the year no reportable material weakness in thedesign or operation of internal control system and their adequacy was observed.
With focused approach towards core business of storage infrastructure and renewableenergy the Board regularly reviews the risk management strategy of the Company. Thedetailed analysis of risk and concerns of the Company is provided in the ManagementDiscussion and Analysis Report forming part of this Annual Report.
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 of CorporateGovernance as stipulated under Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed herewith as Annexure III to thisReport.
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 and the informationrequired under 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 provisions of Section 136 of the Companies Act 2013 the saidannexure is open for inspection at the Registered office of the Company. Any memberinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company.
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 has been 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 and isavailable on the website of the Company i.e. www.ruchiinfrastructure.com. The salientfeatures of the policy are:
(a) It applies to the Board of Directors (the "Board") Key ManagerialPersonnel (the "KMP") and the Senior Management Personnel of the Company. Theprimary objective of the Policy is to provide a framework and set standards for theselection nomination remuneration and evaluation of the Directors Key ManagerialPersonnel and officials comprising the senior management.
(b) It deals with functions responsibilities and Composition of Nomination andRemuneration Committee.
(c) It sets guidelines/principles for recruitment/appointment of Directors/KMPs/SeniorOfficials and remuneration thereof.
(d) It deals with evaluation/assessment of Directors/KMPs/Senior Officials of theCompany.
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. TheCommittee comprises of Mr. Mohan Das Kabra (Chairman) Mr. Narendra Shah and Mrs. RuchiJoshi as members. The CSR Committee has formulated and recommended to the Board aCorporate Social Responsibility Policy (CSR Policy) which was approved by the Board and isavailable on the website of the Company at www.ruchiinfrastructure.com.
During the year the Company was not obliged to spend any amount on CSR activities/programs for want of average net profits calculated in terms of the provisions ofSection 135 read with Section 198 of the Companies Act 2013. Annual report on CSRactivities as required under the Companies (Corporate Social Responsibility Policy) Rules2014 is annexed as Annexure V 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.
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. No significant or material orders were passed by the Regulators/Courts/Tribunalsimpacting the going concern status of the Company and its operations in future.
5. No instances of fraud were reported by the Statutory Auditors under Section 143(12)of the Companies Act 2013 and the rules framed thereunder either to the Company or to theCentral Government.
6. The Company is regularly maintaining cost records for wind power generation asspecified under Section 148(1) of the Companies Act 2013.
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 : Mumbai ||Executive Director ||Director |
|Date : May 22 2019 ||DIN: 02143172 ||DIN:00374379 |