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Ruchi Infrastructure Ltd.

BSE: 509020 Sector: Others
NSE: RUCHINFRA ISIN Code: INE413B01023
BSE 11:51 | 21 Sep 7.10 0.09
(1.28%)
OPEN

7.20

HIGH

7.26

LOW

6.95

NSE 11:42 | 21 Sep 7.10 0.15
(2.16%)
OPEN

7.25

HIGH

7.25

LOW

6.95

OPEN 7.20
PREVIOUS CLOSE 7.01
VOLUME 14070
52-Week high 10.45
52-Week low 5.42
P/E 142.00
Mkt Cap.(Rs cr) 146
Buy Price 7.01
Buy Qty 1063.00
Sell Price 7.10
Sell Qty 2054.00
OPEN 7.20
CLOSE 7.01
VOLUME 14070
52-Week high 10.45
52-Week low 5.42
P/E 142.00
Mkt Cap.(Rs cr) 146
Buy Price 7.01
Buy Qty 1063.00
Sell Price 7.10
Sell Qty 2054.00

Ruchi Infrastructure Ltd. (RUCHINFRA) - Director Report

Company director report

Your Directors have pleasure in presenting the Thirty Sixth Annual Report together withthe Audited Financial Statements of the Company for the year ended March 31 2020.

FINANCIAL RESULTS

(Rs. in Crore)
Particulars 2019-2020 2018-2019
Revenue from operations 53.37 51.41
Other Income 13.93 7.67
Total Income 67.30 59.08
Profit/(Loss) before depreciation tax and exceptional items 15.44 (3.30)
Depreciation 12.76 12.47
Exceptional items (Refer Note 38 to the standalone financial statements) 2.00 -
Profit/(Loss) before taxation 0.68 (15.77)
Provision for taxation 0.47 (2.52)
Profit/(Loss) after taxation 0.21 (13.25)
Balance brought forward from previous year (35.93) (3.19)
Adjustments on account of defined benefit plans Ind AS 116 (0.85) (0.13)
Transfer to equity instruments through OCI - (19.36)
Balance as at the end of the year (36.57) (35.93)

OPERATIONS AND STATE OF AFFAIRS

The Company recorded revenue of Rs. 53.37 Crore from operations during the financialyear under review as against Rs. 51.41 Crore in the previous financial year. The Profitbefore depreciation and tax during the year under review was Rs. 15.44 Crore as againstloss of Rs. 3.30 Crore during the previous year. The Profit (after tax) of the Company forthe year under review was Rs. 0.21 Crore as against loss of Rs. 13.25 Crore recordedduring the previous financial year. The earning is improved during the current year due tolower finance cost and increase in other income on account of sale of non core assets. Nomaterial changes and commitments affecting the financial position of the Company occurredbetween the end of the financial year to which these financial statements relate and thedate of this Report. There is no change in the nature of business during the year underreview.

IMPACT OF COVID 19

In the last month of financial year 2019-20 foreseeing the impact of COVID-19 pandemicgovernment enforced national lock-down thereby the operations of Company were at haltduring initial few days of lock-down. The operations of the Company have been largelyregular as the services offered by the Company pertain to the essential category ofwarehousing storage of edible oils and generation of wind power through wind mills. TheCompany was able to successfully run its operations and was able to generate revenue withcertainty of receipt.

Though there is no major impact on operations and business activities of the Companyhowever having regard to the prevailing uncertainties it is difficult to assess theimpact of COVID-19 on Company's profitability.

TRANSFER TO RESERVES

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

DIVIDEND

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

DIRECTORS

As per the provisions of Section 152 of the Companies Act 2013 Mr. Narendra ShahDirector of the Company retires by rotation t the 36 Annual General Meeting of the Companyand 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 June 29 2020 has appointed Mr. ParagChoudhary as an Additional Director and also appointed as Whole-time Director of theCompany for a period of three years with effect from June 29 2020 subject to the approvalof members. The terms & conditions of he appointment of Mr. Parag Choudhary includingremuneration are set out in the notice convening the 36 Annual General Meeting of theCompany. The first term of five years of the appointment of Mr. Krishna Das Gupta as anIndependent Director of the Company gets completed on September 22 2020. On the basisrecommendation of the Nomination and Remuneration Committee the Board of Directors of theCompany proposes re-appointment of Mr. Krishna Das Gupta as an Independent Director of theCompany for his second term of five years with effect from September 23 2020. Mr.Ashuotsh Pandey has been appointed as additional director with effect from August 212020.The Company has received a notice under section 160 of the Companies Act 2013 proposinghis candidature for the office Director liable to retire by rotation.

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. In the opinionof the Board all the directors are of complete integrity and possess requisite expertiseand experience to discharge their duties as directors. All the independent directors haveproficiency as ascertained from the online proficiency test conducted by the institutenotified under Section 150 (1) of the Act.

None of the Directors of your Company is disqualified for being appointed as Directoras specified in Section 164(2) of the Companies Act 2013 read with Rule 14(1) of theCompanies (Appointment and Qualification of Directors) Rules 2014. During the year underreview Executive Director of the Company did not receive any remuneration or commissionfrom any of its subsidiaries of the Company.

Necessary information required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Secretarial Standards in respect of theappointment/re-appointment of Mr. Parag Choudhary Mr. Narendra Shah Mr. Krishna DasGupta and Mr. Ashutosh Pandey (including their brief profiles) is given in the explanatorystatement annexed to the Notice of the 36 AGM 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 model 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 as follows: Mr. Narendra ShahExecutive Director Mr. Parag Choudhary Whole-time Director Mr. Ravindra Kumar KakaniChief Financial Officer Mr. Ashish Mehta Company 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 312020 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 2020 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 evaluation of its own performanceboard committees and individual directors in the manner as enumerated in the NominationRemuneration and Evaluation Policy as well as in accordance with the provisions ofCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.The performance of the Board of Directors was evaluated by it afterseeking inputs from all the directors on the basis of criteria formulated by theNomination and Remuneration Committee including the board composition and structureeffectiveness of board processes information provided and functioning etc. Theperformance of the committees was evaluated by the respective committees and the Board ofDirectors after seeking inputs from the committee members on the basis of selectedcriteria. Performance evaluation of Independent Directors was done by the entire Boardexcluding the independent director being evaluated.

MEETINGS OF THE BOARD

The Board of Directors of the Company met five times during the financial year 2019-20.The meetings were held on April 6 2019 May 22 2019 August 13 2019 November 11 2019and February 6 2020.

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 asAnnexure I to this report.

AUDITOR AND AUDITORS' REPORT STATUTORY AUDITORS

The present term of there-appointment of M/s. Ashok Khasgiwala & Co. LLP CharteredAccountants (Firm Registration No.000743C/0C400037) is expiring in the ensuing AnnualGeneral Meeting of the Company. The notes on financial statements referred to in theAuditors' Report on the financial statements for the year ended March 31 2020 areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

On the basis of recommendation of the Audit Committee the Board of Directors proposedthe appointment of M/s. SMAK & Co.Chartered Accountants as Statutory Auditors for aperiod of five years from the conclusion of 36 Annual General Meeting till the conclusionof 41 Annual General Meeting of the Company.

M/s. SMAK & Co. Chartered Accountants have given a written consent and certificateto the effect that their re-appointment if made would be in accordance with theprovisions of Section 139 and 141 of the Companies Act 2013. As required under Regulation33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theproposed Statutory Auditors have also confirmed that they hold a valid certificate issuedby the Peer Review Board of the Institute of Chartered Accountants of India.

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 2020 issued by Mr. Prashant DiwanPractising Company Secretary is annexed herewith as Annexure II and isself-explanatory. The Company has advised the promoters and promoters group to takeeffective steps to comply with provisions of Regulation 31 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 pertaining todematerialization of their shareholding.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has three subsidiaries as at March 31 2020 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 during theperiod is attached with the financial statements of the Company in form AOC-1. The AnnualReport of your Company containing inter alia the audited standalone and consolidatedfinancial 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 note42 and 43 to the standalone financial statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions were entered into by the Company with the prior approvalof the Audit Committee. During the financial year 2019-20 all the transactions withrelated parties were entered into at arm's length and in the ordinary course of businessand none of such related party transactions required the approval of the Board ofDirectors or the Shareholders in terms of the provisions of Section 188 of the CompaniesAct 2013 or Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Further there were no materially significant related partytransactions that may have potential conflict of interests of the Company at large. Allrelated party transactions were placed before the Audit Committee and the Board for reviewand approval.

The policy on materiality of related party transactions and on dealing with relatedparty transactions as approved by the Audit Committee and the Board of Directors may beaccessed on the Company's website at www.ruchiinfrastructure.com. Your directors drawattention of the members to Note 50 to the standalone financial statements which set outrelated party disclosures in terms of the provisions of SEBI (Listing Obligations andDisclosure 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. There was no foreign exchange earnings and outgo during the year.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate with the size andnature of its business. These controls ensure that the transactions are authorizedrecorded and reported correctly and assets are safeguarded and protected against the lossfrom unauthorized use or disposition. In addition there are operational controls andfraud risk controls covering the entire spectrum of internal financial controls.

An internal audit program covering various activities and periodical reports aresubmitted to the management as well as Audit Committee of the Board. The Audit Committeecomprises of professionally qualified Directors who interact with the statutory auditorsinternal auditors and management on matters within its terms of reference. The Auditcommittee defines the scope and authority of the Internal Auditor. Effective policiesguidelines and procedures are in place for effective management of internal financialcontrols. To maintain its objectivity and independence the Internal Auditor has access tothe Chairperson of the Audit Committee of the Board. The Internal Auditor monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at allocations ofthe Company. Based on the report of Internal Auditor process owners undertake correctiveaction in their respective areas and thereby strengthen the controls.

The internal financial control framework ensures that the financial and other recordsare reliable for preparing financial and other statements. In addition the Company hasidentified the key risks and controls for each process that has a relationship to thefinancial operations and reporting. At regular intervals internal teams test identifiedkey controls. The internal auditors also perform an independent check of effectiveness ofkey controls in identified areas of internal financial control reporting. The StatutoryAuditors Report include a report on the internal financial controls over financialreporting. The Audit Committee and the Board are of the opinion that the Company has soundInternal Financial Control commensurate with the nature and size of its businessoperations and operating effectively. During the year no reportable material weakness inthe design or operation of internal control system and their adequacy was observed.

RISK MANAGEMENT

Risk Management is a strategic business discipline and a continuous process thatsupports to achieve the Company's objectives by addressing the full spectrum of its risksand managing the impact of those risks.The Company uses the risk management framework as akey tool to proactively identify assess treat monitor and report risks as well as tocreate a risk-aware culture with in the Company. The Board regularly reviews the riskmanagement strategy of the Company with focused approach towards risk associated with corebusiness of storage infrastructure and renewable energy. The Audit Committee of the Boardmonitor seffectiveness of risk management systems. The detailed analysis of risk andconcerns of the Company is provided in the Management Discussion and Analysis Reportforming part of this Directors' Report and 36 Annual Report.

CORPORATE GOVERNANCE

The Company adheres to the corporate governance requirements set out by the Securitiesand Exchange Board of India (SEBI) and considers Corporate Governance as an instrument tomaximize value for all Stakeholders i.e. investors employees shareholders customerssuppliers environment and the community at large. Good governance practices emerge fromthe culture and mind-set of the organization. The Company has adopted fair and transparentgovernance and disclosure practices. A separate report on Corporate Governance forms anintegral part of this Annual Report. Certificate of Practicing Company Secretary regardingcompliance of conditions of Corporate Governance as stipulated under Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed herewithas Annexure III 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 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. Any member interested in obtaining the same may write to the Company Secretaryat the Registered Office of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary VigilMechanism in accordance with the provisions of Section 177(9) of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheCompany's Vigil Mechanism/Whistle Blower Policy aims to provide the appropriate platformand protection for whistle blowers to report instances of unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. Allemployees and Directors have access to the Chairperson of the Audit Committee and thepolicy also provides adequate safeguards against victimization of persons who use suchmechanism and makes provisions for direct access to the Vigilance Officer. The VigilMechanism/Whistle Blower Policy is uploaded on the website of the Company atwww.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. The Committeecomprises of Mr. Mohan Das Kabra (Chairman) Mr. Narendra Shah and Mrs. Ruchi Joshi asmembers. The CSR Committee has formulated and recommended to the Board a Corporate SocialResponsibility Policy (CSR Policy) which was approved by the Board and is available on thewebsite of the Company at www.ruchiinfrastructure.com. During the year the Company hasnot spent any amount on CSR activities/ programs for want of average net profitscalculated in terms of the provisions of Section 135 read with Section 198 of theCompanies Act 2013. Accordingly no other information is provided under CSR Reportingrequirements of the Companies (Corporate Social Responsibility Policy) Rules 2014.

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.

SECRETARIAL STANDARDS

The Company has complied with the applicable ‘Secretarial Standards on Meetings ofthe Board of Directors - SS 1' and ‘Secretarial Standards on General Meetings - SS2'.

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

Your Company maintains a safe and healthy work environment where every employee istreated with respect and is able to work without fear of discrimination prejudice genderbias or any form of harassment. Your Company has in place a Prevention of SexualHarassment Policy in accordance with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules made thereunderto uphold the objectives of the said Act. The policy covers all employees irrespective oftheir nature of employment and also applicable in respect of all allegations of sexualharassment made by an outsider against an employee. An Internal Complaints Committee (ICC)has also been set up to redress complaints received on sexual harassment. No complaint waspending at beginning of the year and none has been received 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 Executive Director of the Company did not receive any remuneration or commissionfrom any of the subsidiaries of the Company.

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

6. No instances of fraud was 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.

ACKNOWLEDGMENT

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. The Directors aredeeply grateful to every person who risked their life and safety to fight this COVID-19pandemic. The Directors appreciate and value the contribution made by every employee tocombat COVID-19.

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31 2020

[Form No. MGT-9 pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management & Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS
i CIN L65990MH1984PLC033878
ii Registration Date August 28 1984
iii Name of the Company Ruchi Infrastructure Limited
iv Category/Sub-category of the Company Company Limited by Shares
v Address of the Registered office & contact details 706 Tulsiani Chambers Nariman Point
Mumbai-400021 Maharashtra
Tel: +91 22 49712051
e-mail: ashish_mehta@ruchiinfrastructure.com
vi Whether listed company Yes
vii Name address and contact details of the Registrar and Transfer Agent Sarthak Global Limited
170/10 Flim Colony R.N.T. Marg
Indore -452001 Tel: +91 731 4279626/2523545
e-mail: investors@sarthakglobal.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of theCompany are as given below:

Name & Description of main products/ services NIC Code of the Product /service % to total turnover of the company
1 Storage & Warehousing 52109 54.92
2 Trading in Commodities - 33.92
3 Wind Power Generated - 11.16

III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Name & Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of Shares Held Application Section
1 Mangalore Liquid Impex Private Limited Opposite Customs House Panambur New Mangalore Dakshina Kannada Karnataka-575010 U85110KA1997PTC021887 Subsidiary 98 2(87)
2 Peninsular Tankers Private Limited 706 Tulsiani Chambers Nariman Point Mumbai Maharashtra-400021 U35100MH2007PTC176717 Subsidiary 100 2(87)
3 Ruchi Renewable Energy Private Limited 706 Tulsiani Chambers Nariman Point Mumbai Maharashtra-400021 U40104MH2008PTC185366 Subsidiary 100 2(87)

IV . SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage to total Equity)(i) Category-wise Shareholding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
(1) Indian
a) Individual/HUF 5199990 25199300 30399290 14.81 5199990 25199300 30399290 14.81 -
b) Central Govt. - - - - - - - - -
c) State Govt. - - - - - - - - -
d) Bodies Corporate 42835384 19920700 62756084 30.58 42835384 19920700 62756084 30.58 -
e) Banks/FI - - - - - - - - -
f) Any other (Trusts) 21505610 - 21505610 10.48 36505610 - 36505610 17.79 7.31
Sub-total (A)(1) 69540984 45120000 114660984 55.87 84540984 45120000 129660984 63.18 7.31
(2) Foreign
a) NRI- Individuals 7600000 - 7600000 3.70 7600000 - 7600000 3.70 -
b) Other- Individuals - - - - - - - - -
c) Bodies Corporate - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any other - - - - - - - - -
Sub-total (A)(2) 7600000 - 7600000 3.70 7600000 - 7600000 3.70 -
Total Shareholding of Promoters (A)= (A)(1)+(A) (2) 77140984 45120000 122260984 59.57 92140984 45120000 137260984 66.88 7.31
B. Public Shareholding
(1) Institutions
a) Mutual Funds - - - - - - - - -
b) Banks/FI - - - - - - - - -
C) Central Govt. 66712 - 66712 0.03 78044 - 78044 0.04 0.01
d) State Govt. - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1) 66712 - 66712 0.03 78044 - 78044 0.04 0.01
(2) Non Institutions
a) Bodies corporates
i) Indian 22777061 12087000 34864061 16.99 18622954 12087000 30709954 14.96 (2.03)
ii) Overseas 27663742 - 27663742 13.48 27663912 - 27663912 13.48 -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 8137065 24200 8161265 3.98 8623033 24200 8647233 4.21 0.23
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakh 929155 - 929155 0.45 787975 - 787975 0.38 (0.07)
c) Others - Clearing Members 11294023 - 11294023 5.50 91840 - 91840 0.05 (5.45)
Sub-total (B)(2): 70801046 12111200 82912246 40.40 55789714 12111200 67900914 33.08 (7.32)
Total Public Shareholding (B)= (B)(1)+(B)(2) 70867758 12111200 82978958 40.43 55867758 12111200 67978958 33.12 (7.31)
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 148008742 57231200 205239942 100.00 148008742 57231200 205239942 100.00 -

(ii) Shareholding of Promoters

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total shares of the Company % of shares pledged/ encumbered to total shares No. of Shares % of total shares of the Company % of shares pledged/ encumbered to total shares % change in share holding during the year
1 Neha Saraf 400000 0.19 - 400000 0.19 - -
2 Sarvesh Shahra - - - - - - -
3 Umesh Shahra - - - - - - -
4 Amisha Shahra - - - - - - -
5 Neeta Shahra - - - - - - -
6 Savitri Devi Shahra - - - - - - -
7 Kailash Chandra Shahra HUF - - - - - - -
8 Sunaina Shahra 2400000 1.17 - 2400000 1.17 - -
9 Vishesh Shahra 4799990 2.34 - 4799990 2.34 - -
10 Suresh Chandra Shahra HUF 1200000 0.58 - 1200000 0.58 - -
11 Bhavna Goel 2400000 1.17 - 2400000 1.17 - -
12 Ushadevi Shahra 1200000 0.59 - 1200000 0.59 - -
13 Santosh Shahra 7200000 3.51 - 7200000 3.51 - -
14 Aditi Shahra 2400000 1.17 - 2400000 1.17 - -
15 Ruchi Shahra 2400000 1.17 - 2400000 1.17 - -
16 Manish Shahra 4802000 2.34 - 4802000 2.34 - -
17 Mrudula Shahra 1197300 0.58 - 1197300 0.58 - -
18 Dinesh Khandelwal (Trustee of Disha Foundation) 3505610 1.71 - 3505610 1.71 - -
19 Umesh Shahra (Trustee of Shashwat Trust) 18000000 8.77 - 18000000 8.77 - -
20 Pradeep C Limdi (Trustee of Indivar Foundation) - - - 15000000 7.31 - 7.31
21 *Ruchi Soya Industries Limited 27324239 13.31 - 27324239 13.31 - -
22 Mahakosh Holdings Private Limited 15057840 7.34 - 15057840 7.34 - -
23 Maha Kosh Papers Private Limited 6000000 2.92 - 6000000 2.92 - -
24 Soyumm Marketing Private Limited 7353305 3.58 - 7353305 3.58 - -
25 Sarthak Industries Limited 1950700 0.95 - 1950700 0.95 - -
26 Viksit Engineering Limited 2400000 1.17 - 2400000 1.17 - -
27 Nutrela Marketing Limited 1200000 0.59 - 1200000 0.59 - -
28 Shahra Brothers Private Limited 1470000 0.72 - 1470000 0.72 - -
29 Ankesh Shahra 7600000 3.70 - 7600000 3.70 - -
Total 122260984 59.57 - 137260984 66.88 **- 7.31

*As per intimation received by the Company under Regulation 30 (2) of SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations 2011 during May 2020 the promotorshave no control over Ruchi Soya Industries Limited (RSIL) by virtue of implementation ofResolution Plan in December 2019. Such Resolution Plan was approved vide Orders passed bythe National Company Law Tribunal Mumbai Bench in the matter of RSIL in accordance withthe provisions of Insolvency and Bankruptcy Code 2016.

** As per intimation received during the quarter ended 31st December 2019 thepromoters group is obliged to have minimum 26% un-encumbered shares (i.e. 53362385equity shares in the Company) in accordance with the loan agreement entered into betweenthe Company and the South Indian Bank Ltd. for corporate loan of Rs. 69 crores. Howeverno pledge/lien/ encumbrance non-disposal undertaking has been executed by any of thepromoters.

(iii) Change in Promoters' Shareholding

Name of Promoters

Shareholding at the beginning of the year

Date wise increase/Decrease in Promoters Share holding during the year specifying the reason for increase/decrease (e.g.allotment/ transfer/bonus/sweat equity etc.)

Cumulative Shareholding during the year

Shareholding at the end of the year

No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1 Pradeep C Limdi (Trustee of Indivar Foundation) - - Acquisition of 7000000 equity shares on 29.3.2019 (credited after 31.3.2019) and 8000000 equity shares on 17.6.2019. 15000000 7.31 15000000 7.31

(iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors Promoters andHolders of GDRs and ADRs)

Name of Top Ten Shareholders

Shareholding at the beginning of the years (as on 01.04.2019)

Cumulative shareholding at the end of the year (as on 31.03.2020)

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Forbes EMF - - 19815812 9.65
2 Bunkim Finance & Inv. Pvt. Ltd. 17706321 8.63 11806321 5.75
3 Jayati Finance & Inv. Pvt. Ltd. 9708608 4.73 11706230 5.70
4 **Mangal Keshav Financial Services LLP 9280000 4.52 - -
5 **Cresta Fund Limited 8594699 4.19 - -
6 **APMS Investments Fund Limited 7066809 3.44 - -
7 Antarika Resources Limited 5822800 2.84 5822800 2.84
8 **Lotus Global Investments Limited 5749434 2.80 - -
9 Keval India Limited 2400000 1.17 2400000 1.17
10 *Elara India Opportunities Fund Ltd. - - 2025300 0.99
11 **Aldan Investments Pvt. Ltd. 2000000 0.97 - -
12 Sarthak Global Limited 1680000 0.82 1680000 0.82
13 *Anand Mangal Investment & Finance Pvt. Ltd. - - 1266806 0.62
14 *Gaylord Sales Pvt. Ltd. - - 574800 0.28
15 *Eco Recycling Ltd. - - 425000 0.21

The shares of the Company are traded on a daily basis and hence the datewiseincrease/decrease in shareholding is not indicated.

*Not in the list of Top 10 shareholders as on 1.4.2019. The same has been reflectedabove since the shareholder was in the Top 10 shareholders as on 31.3.2020.

**Ceased to be in the list of Top 10 shareholders as on 31.3.2020. The same isreflected above since the shareholder was one of Top 10 shareholders as on 1.4.2019.

(v) Shareholding of Directors and Key Managerial Personnel

Name of Directors /KMP Shareholding at the beginning of the years (as on 01.04.2019) Cumulative shareholding at the end of the year (as on 31.03.2020)
No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
- - - -

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment (Rs. in lacs)

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 9206.99 5460.61 - 14667.60
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 15.65 - - 15.65
Total (i+ii+iii) 9222.64 5460.61 - 14683.25
Change in Indebtedness during the financial year
Addition - - - -
Reduction (4100.34) - - (4100.34)
Net Change (4100.34) - - (4100.34)
Indebtedness at the end of the financial year
i) Principal Amount 5076.13 5460.61 - 10536.74
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 46.17 - - 46.17
Total (i+ii+iii) 5122.30 5460.61 - 10582.91

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole time director and/or Manager

(Rs. in lacs)
Particulars of Remuneration Name of MD/WTD/ Manager Mr. Narendra Shah Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 54.84 54.84
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 -
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 - -
2 Stock option
3 Sweat Equity -
4 Commission - as % of profit - -
- others (specify) - -
5 Others please specify - -
Total (A) 54.84 54.84
Ceiling as per the Act - 120.00

B. Remuneration to other Directors (Rs. in lacs)

Particulars of Remuneration Name of Directors Total Amount
Mr. Krishna Das Gupta Mr. Mohas Das Kabra Mrs. Ruchi Joshi
1 Independent Directors
Fee for attending board committee meetings 0.36 0.64 0.48 1.48
Commission - - - -
Others please specify - - - -
Total (1) 0.36 0.64 0.48 1.48
2 Other Non-Executive Directors
Fee for attending board committee meetings - - - -
Commission - - - -
Others please specify - - -
Total (2) - - - -
Total (B)=(1+2) 1.48
Total Managerial Remuneration 54.84
Overall Ceiling as per the Act 120.00

C. Remuneration to Key Managerial Personnesl other than ManagingDirector/Manager/Whole-time Director

Particulars of Remuneration

Key Managerial Personnel

Total Amount
Company Secretary Cheif Financial Officer
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 34.93 17.43 52.36
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 - - -
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - as % of profit - -
- others (specify) - - -
5 Others please specify - - -
Total 34.93 17.43 52.36

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority (RD/ NCLT/ Court) Appeal made if any (give details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment

NIL

Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

.