Your Directors have pleasure in presenting the Thirty Fourth Annual Report togetherwith the Audited Financial Statements of the Company for the year ended March 31 2018.
|Particulars ||2017-2018 ||2016-201 7 |
|Revenue from operations ||36.59 ||293.39 |
|Profit/(Loss) before Depreciation Tax and Exceptional Items ||1.20 ||10.78 |
|Exceptional Items || ||1.04 |
|Profit before depreciation and tax ||1.20 ||9.74 |
|Depreciation ||13.35 ||9.92 |
|Profit before taxation ||(12.15) ||(0.18) |
|Provision for taxation ||4.47 ||0.59 |
|Profit/(Loss) after taxation ||(7.68) ||0.41 |
|Balance brought forward from previous year ||4.49 ||3.96 |
|Remeasurement of the defined benefit plans through other comprehensive income || ||0.12 |
|Balance as at end of year ||(3.19) ||4.49 |
OPERATIONS AND STATE OF AFFAIRS
The Company recorded revenue of Rs. 36.59 Crore from operations during the financialyear under review as against Rs.293.39 Crore in the previous financial year. The earningsbefore depreciation and tax (EBDT) during the year under review were Rs.1.20 Crore asagainst that of Rs.9.74 Crore during the previous year. The loss (after tax) of theCompany for the year under review was Rs.7.68 Crore as against profit (after tax) ofRs.0.41 Crore recorded during the previous financial year. Decline in revenue as comparedto previous financial year is due to the conscious scaling down of commodities tradingactivities.
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.
INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standards from April 1 2017 with transition date of April 1 2016. Thefinancial statements (standalone and consolidated) of the Company for the financial year2017-18 have been prepared in accordance with the Indian Accounting Standards asprescribed under Section 1 33 of the Companies Act 201 3 read with the Companies (IndianAccounting Standards) Rules 201 5 and the other recognized accounting practices andpolicies to the extent applicable. The audited consolidated financial statements togetherwith AuditorsRs.Report form part of the Annual Report. The Auditor's Report does notcontain any qualification reservation or adverse remarks or disclaimer.
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 34th Annual General Meetingand being eligible offers himself for re-appointment.
During the year the members of the Company at their 33rd Annual GeneralMeeting held on September 27 201 7 had appointed Mrs. Ruchi Joshi and Mr. Mohan DasKabra as Independent Directors of the Company for a period of three years with effect fromSeptember 27 201 7 not liable to retire by rotation pursuant to the provisions ofSection 149 152 read with Schedule IV to the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Mr. Veeresh Malik vacated theoffice of Independent Director with effect from July 13 201 7. The Board of Directorsextended gratitude for valuable contribution made by him during his tenure.
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 is disqualified for being appointed as Directoras specified in Section 1 64(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 201 5 and Secretarial Standards in respect of there-appointment of Director (including his brief profile) at the ensuing Annual GeneralMeeting is given in the Notice of the 34th 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 Shah Executive Director
Mr. Ravindra Kumar Kakani Chief Financial Officer
Mr. Ashish Mehta Company Secretary
In accordance with the provisions of Section 1 34(5) of the Companies Act 201 3 yourdirectors confirm that:
a) in the preparation of the annual accounts for the financial year ended March 312018 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 31 201 8 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 annual 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 201 3and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 201 5.
The performance evaluation of Independent Directors was carried out by the entire Boardexcluding the Director being evaluated; and the performance evaluation of the ExecutiveDirector and the Board as whole was carried out by the Independent Directors.
MEETINGS OF THE BOARD
The Board of Directors of the Company met five times during the financial year 201 7-18. The meetings were held on May 30 201 7 August 22 201 7 September 14 201 7December 5 201 7 and February 14 2018.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return of the Company in form MGT-9 in accordance with Section92(3) of the Companies Act 201 3 and relevant rules made thereunder is annexed herewithas Annexure I to this report.
AUDITOR AND AUDITORSRs.REPORT STATUTORY AUDITORS
M/s. Ashok Khasgiwala & Co. Chartered Accountants (Firm Registration No. 0743C)were appointed as Statutory Auditors of the Company in the 30th Annual GeneralMeeting of the Company for a period of five years i.e. until the conclusion of the 35thAnnual General Meeting of the Company subject to ratification of their appointmentby members at every Annual General Meeting held after the 30th AGM. The Boardproposes ratification of the appointment of M/s. Ashok Khasgiwala & Co. CharteredAccountants as Statutory Auditors of the Company for approval of the members in theensuing Annual General Meeting.
M/s. Ashok Khasgiwala & Co. Chartered Accountants have given a written consent andcertificate to the effect that the ratification of their appointment if made would be inaccordance with the provisions of Section 1 39 and 141 of the Companies Act 2013. Asrequired under Regulation 33(1)(d) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.
The notes on financial statements referred to in the AuditorsRs.Report areself-explanatory and do not call for any further comments. The AuditorsRs.Report does notcontain any qualification reservation adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Companies Act 201 3 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 SecretarialAudit Report for the financial year ended March 31 2018 issued by Mr. Prashant DiwanPractising Company Secretary is annexed herewith as Annexure II and is self explanatory.The Board has advised the promoters to comply with provisions of Regulation 31 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 201 5 pertaining todematerialization of their shareholding.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has three subsidiaries as at March 31 201 8 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 Annual 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) Regulations201 5 are provided in the notes to the standalone financial statements (Please refer Note39 and 40 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 the Committee.All related party transactions were placed before the Audit Committee and the Board forreview and approval.
During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the provisionsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and policy ofthe Company on materiality of related party transactions. The policy on materiality ofrelated party transactions and on dealing with related party transactions as approved bythe Audit Committee and the Board of Directors may be accessed on the Company's website atwww.ruchiinfrastructure.com. Your directors draw attention of the members to Note 45 tothe standalone financial statements which set out related party disclosures in terms ofthe provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
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.0.05 Crore (Previous year Rs.0.16 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 of theBoard. 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.
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 AuditorsRs.regarding compliance of conditionsof Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 201 5 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 information required underRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure forming part of this Report. Further theAnnual Report is being sent to the members excluding the aforesaid annexure. In terms ofprovisions of Section 1 36 of the Companies Act 201 3 the said annexure is open forinspection at the Registered office of the Company. Any member interested in obtaining thesame may write to the Company Secretary at the Registered Office of the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
As required under Section 1 77(9) of the Companies Act 201 3 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has established aVigil Mechanism/Whistle Blower Policy for its directors and employees to report theirgenuine concerns/grievances. The Policy also provides adequate safeguards againstvictimization of persons who use such mechanism and makes provisions for direct access tothe Vigilance Officer. The Vigil Mechanism/Whistle Blower Policy is uploaded on thewebsite of the Company at www.ruchiinfrastructure.com.
NOMINATION REMUNERATION AND EVALUATION POLICY
The Nomination Remuneration and Evaluation Policy of the Company as recommended by theNomination and Remuneration Committee and approved by the Board of Directors of theCompany in accordance with the provisions of Section 1 78 of the Companies Act 201 3 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 201 5 is annexedherewith as Annexure V to this report. The policy is also available on the website of theCompany i.e. www.ruchiinfrastructure.com.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has a duly constituted Corporate Social Responsibility (CSR) Committeewhich is responsible for fulfilling the CSR objectives of the Company. The Committeecomprises of Mr. Mohan Das Kabra (Chairman with effect from August 22 2017) Mr. NarendraShah and Mrs. Ruchi Joshi as members. Before induction of Mr. Mohan Das Kabra theCommittee was chaired by Mr. Veeresh Malik who vacated the office of independent directorwith effect from July 13 2017. The CSR Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) which was approved by theBoard and is available on the website of the Company at www.ruchiinfrastructure.com.
During the year the Company was not obliged to spend any amount on CSR activities/programs for want of average net profits calculated in terms of the provisions of Section135 read with Section 198 of the Companies Act 2013. Annual report on CSR activities asrequired under the Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed as Annexure VI to this Report.
OTHER COMMITTEES OF THE BOARD
The Board of Directors of the Company had already constituted various Committees andapproved their terms of reference/role in compliance with the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 201 5viz. 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. 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.
Yours Directors place on record their gratitude for the valued support and assistanceextended to the Company by the Shareholders Banks and Government Authorities and lookforward to their continued support. Your directors also express their appreciation for thededicated and sincere services rendered by employees of the Company.
| || |
For and on behalf of the Board of Directors
| ||Narendra Shah ||Krishna Das Gupta |
|Place: Indore ||Executive Director ||Director |
|Date : August 8 201 8 ||DIN: 021431 72 ||DIN:00374379 |