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Ruchi Soya Industries Ltd.
|BSE: 500368||Sector: Industrials|
|NSE: RUCHISOYA||ISIN Code: INE619A01027|
|BSE 10:51 | 16 Jul||10.35||
|NSE 10:39 | 16 Jul||10.40||
|Mkt Cap.(Rs cr)||346|
|Mkt Cap.(Rs cr)||345.79|
Ruchi Soya Industries Ltd. (RUCHISOYA) - Director Report
Company director report
Your Directors are pleased to present the Thirty First Annual Reporttogether with the Audited Financial Statements of the Company for the year ended 31stMarch 2017.
(Rs. in Crores)
INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs the Company hasadopted Indian Accounting Standards ("Ind AS") from 1st April 2016with a transition date of 1st April 2015. The financial statements of theCompany for the financial year 2016-17 have been prepared in accordance with Ind ASprescribed under Section 133 of the Companies Act 2013 read with the Companies (IndianAccounting Standards) Rules 2015 and the other recognized accounting practices andpolicies to the extent applicable.
TRANSFER TO RESERVES
The Company has not transferred any amount to the reserves during theyear under review.
Considering the continued weak performance of the Company and lossesincurred during the year the Board of Directors does not recommend any dividend for theyear ended 31st March 2017.
OPERATIONS AND STATE OF AFFAIRS
During the year under review the total revenue of your Company was '18620.38 Crores as against ' 27805.18 Crores during the previous financial year. TheCompany has incurred loss after tax of ' 1257.20 Crores as compared to loss after tax of' 1061.58 Crores during the previous year. The performance for the year under review wasprimarily impacted due to stretched working capital cycle lower level of liquidityimpacting capacity utilization and business operations.
The performance of the company has been adversely affected during thelast couple of years on account of factors beyond the control of the company The companyis primarily engaged in Agro commodities/commodities sector which are heavily subject tothe vagaries of nature. With continuous drought during the last few years throughout thecountry the crop output/area under cultivation was significantly reduced which in turnreduced the capacity utilisation of the company. The company was adversely affected withthe high volatility in prices in commodity markets globally in the last two years. Coupledwith the above factors the commercial disparity in operation and poor offtake/demand inexport markets also further impacted the top line and bottom line of the company.
Due to the weak economic outlook the realisation of debtors aredelayed with rising finance costs/inadequate working capital for operations leading tostress in the cash flows. The Board after undertaking a detailed analysis on the operatingparameters/ performance and taking into account the overall debt position of the companyalong with the various steps undertaken for improvement of performance isconfident/optimistic that the Company would be able to implement effective measures innormal course of business to revive and strengthen the operations of the Company.Accordingly the financial statements for the Financial Year 2016-17 have been prepared ona going concern basis.
A Techno Economic Viability study of the company was carried out on thedirections of the lenders to the company during the year under review. The outcome of thestudy showed that the company can earn satisfactory operating cash flows based on thestrong brand position of the company in the markets goodwill long standing in the FMCGsector Intrinsic value of the brands and the experience of the promoters/management inthis business. The company has been actively in discussions with the lenders in finding aviable long term solution on debt structuring in line with the earnings potential.
Accordingly the lenders had discussed to invoke a Strategic DebtRestructuring scheme as per the RBI Guidelines on the company. However the same could notmaterialise due to want of majority requirement for implementation of the said scheme.Subsequently the company and lenders have been in active discussions in finding a viablelong term solution for debt restructuring of the company. A Steering Committee comprisingof major lenders was formed to discuss various possible alternatives for a long termviable solution for the structuring of the debts of the company as well as a long termsolution in the interest of all the stakeholders.
The discussions with the lenders are progressing at regular intervalsand considering the viable debt restructuring solution that can be reached upon thefinancial statements with the notes accompanying the financial statements have beenprepared on a going concern basis.
During the year under review the rating agency CARE has revised therating from CARE B/CARE A4 to CARE D/CARE D for the Company's long term/short termbank facilities.
The Company is evaluating various options of unlocking the value ofbusinesses and deleveraging plans to address the resource constraints support debtstructuring and improve operations of the Company. The Company is also taking initiativesand evaluating various opportunities to emerge out of the challenges such as (a)Rationalization of unviable Business lines including supply chain operations and focus oncore business with orientation towards branded sales (b) Sales of non core/strategicinvestment assets (c) Right sizing of manpower and administrative costs (d) Strategy forreducing fixed cost and make it more variable as possible more particularly in crushingbusiness to make it viable and (e) Integration of functional operations sales forceoptimization and IT cost rationalization.
The Company is also taking steps to utilise surplus manufacturingcapacities by processing for third parties to ensure better capacity utilization boostemployee morale recover costs and improve margins. This will enable us to utilizeunutilized and underutilized production capacity. With a firm and consistent focus onbranded segment the Company anticipates better operational performance in the currentyear.
The export of the Company during the year was ' 1376.96 Crores ascompared to ' 3885.96 Crores during the last financial year despite of volatile marketconditions and foreign exchange fluctuations in the global market. The decline in theexport was mainly due to lower capacity utilization of crushing plants and intensecompetition in the export market.
CHANGE IN SHARE CAPITAL
During the year under review there has been no change in the Sharecapital of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the CompaniesAct 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Consolidated Financial Statements form part of this Annual Report.The Consolidated Financial Statements are prepared in accordance with the IndianAccounting Standards (IND AS) notified under section 133 of the Companies Act 2013 readwith Companies (Accounts) Rules 2014. The Consolidated Financial Statements for thefinancial year ended 31st March 2017 are the Company's first IND-AScompliant annual consolidated financial statements with comparative figures for the yearended 31st March 2016.
As per the provisions of Section 152 of the Companies Act 2013 Mr.Kailash Chandra Shahra Chairman of the Company retires by rotation at the ensuing AnnualGeneral Meeting. Mr. Kailash Chandra Shahra has expressed his willingness to retire fromthe Board of Directors at the ensuing Annual General Meeting and does not offer himselffor re-appointment as Director due to his advanced age and health reasons. The Board ofDirectors takes on record its sincere appreciation for the invaluable contribution made byhim in the formation and growth of the Company during his long tenure with the Company.
The members may note that post retirement of Mr. Kailash ChandraShahra the Board of Directors will comprise of five directors i.e. three IndependentDirectors one Managing Director and one Executive Director. The Board of Directors is ofthe opinion that the vacancy caused due to retirement by rotation of Mr. Kailash ChandraShahra is not required to be filled up.
During the year under review the members of the Company at its 30thAnnual General Meeting held on September 14 2016 had re-appointed Mr. Vijay Kumar Jain asan Executive Director of the Company for a period of three years with effect from April 12016 liable to retire by rotation pursuant to the provisions of Section 196197 and 203of the Companies Act 2013 ("the Act"). Mr. Sajeve Deora and Mr. Prabhu DayalDwivedi have resigned from Directorship of the Company with effect from April 21 2016and April 28 2017 respectively. The Board of Directors places on record its sincereappreciation for the invaluable contribution made by them during their association withthe Company.
All Independent Directors of the Company have given declarations underSection 149(7) of the Companies Act 2013 that they meet the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
None of the Directors of your Company is disqualified for beingappointed as Director as specified in Section 164(2) of the Companies Act 2013 read withRule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.
The details of the familiarization programme for Independent Directorswith the Company in respect of their roles rights responsibilities in the Companynature of the industry in which the Company operates and other related matters areavailable on the website of the Company i.e. wwwruchisoya.com.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMPs) of the Company are as follows:
Mr. Dinesh Chandra Shahra Managing Director
Mr. Vijay Kumar Jain Executive Director
Mr. V. Suresh Kumar Chief Financial Officer (upto September 3 2016)
Mr. Anil Singhal Chief Financial Officer (from September 13 2016)
Mr. R. L. Gupta Company Secretary
Mr. V Suresh Kumar has resigned from the position of Chief FinancialOfficer (CFO) of the Company with effect from September 3 2016. The Board of Directorsplaces on record its sincere appreciation for the valuable contribution made by him duringhis tenure as chief financial officer with the Company and look forward to his sustainedcontribution as a part of senior management.
During the year there was no change in the key managerial personnel ofthe Company except change in Chief Financial Officer of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 your directors confirm that:
a) in the preparation of the annual accounts for the financial yearended 31st March 2017 the applicable accounting standards had been followedalong with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2017 and of the loss of the Company for that period;
c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concernbasis;
e) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
Pursuant to the provisions of Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance Board Committees and individual Directors. Atthe meeting of the Board all the relevant factors that are material for evaluating theperformance of individual Directors the Board as a whole and its various Committees werediscussed in detail. A structured questionnaire each in line with circular issued by SEBIfor evaluation of the Board its various Committees and individual Directors was preparedand recommended to the Board by the Nomination and Remuneration Committee for doing therequired evaluation after taking into consideration the inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy ofthe composition of the Board and its Committees execution and performance of specificduties obligations and governance etc.
The performance evaluation of the Independent Directors was carried outby the entire Board excluding the Director being evaluated. The performance evaluation ofthe Chairman Board as a whole and non-independent Directors was also carried out by theIndependent Directors at their separate meeting. The Directors expressed theirsatisfaction with the evaluation process.
MEETINGS OF THE BOARD
The Board of Directors of the Company met five times during thefinancial year 2016-17. The meetings were held on 30th May 2016 12thAugust 2016 13th September 2016 14th December 2016 and 14thFebruary 2017.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company in form MGT-9 is annexed asAnnexure I to this report.
AUDITOR AND AUDITORS' REPORT STATUTORY AUDITORS
As per the provisions of the Companies Act 2013 the period of officeof M/s. P. D. Kunte & Co. Chartered Accountants (Firm Registration No. 105479W)Statutory Auditors of the Company expires at the conclusion of the ensuing 31st AnnualGeneral Meeting. The Board of Directors places on record their sincere appreciation forthe services rendered by them as Statutory Auditors of the Company.
The Board of Directors has based on the recommendation of the AuditCommittee proposes to appoint M/s. Chaturvedi & Shah Chartered Accountants (FirmRegistration No. 101720W) as Statutory Auditors of the Company for a period of five yearsto hold the office from the conclusion of 31st Annual General Meeting until the conclusionof 36th Annual General Meeting of the Company subject to ratification of theirappointment by members at every Annual General Meeting if so required under the Act forapproval of the members at the ensuing Annual General Meeting. M/s. Chaturvedi & ShahChartered Accountants have confirmed their eligibility and qualification required underthe Companies Act 2013 and a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India as required under SEBI Regulations 2015 forholding the office as Statutory Auditors of the Company.
The report of Statutary Auditors is forming part of this Annual Reportand the summary of basis for qualified opinion/emphasis of matter is as follows:
Note 8c(a) and 17a(H) to the financial statements : The Company has notreceived confirmations in respect of bank balances aggregating to debit balances of '12.21 crores and credit balances of ' 614.22 crores. In the absence of confirmations thevariation if any between the amounts of bank balances interest and other costs recordedby the Company and the amounts as per the records of the banks cannot be ascertained. TheCompany has sought and followed up for balance confirmation from respective Banks.
Note 36 to the financial statements : The matters as set forth in thenote indicate the existence of material uncertainty about the Company's ability tocontinue as a going concern. However as mentioned in the said note in view of thevarious steps initiated by the Company future outlook as assessed by the management andthe business plans of the company the financial statements have been prepared on a goingconcern basis.
The other notes on financial statements referred to in theAuditors' Report are self explanatory and do not call for any further comment.
There is no impact of qualified opinion in the Audit Report referred toabove on turnover/total income total expenditure net loss EPS totalassets/liabilities net worth of the company for the year under review. Such qualificationhas appeared first time.
M/s. KR & Co. Chartered Accountants (Firm Registration No.025217N) were appointed as Branch Auditors of the Company in the 28th AnnualGeneral Meeting of the Company for a period of five years i.e. until the conclusion of the33rd Annual General Meeting of the Company subject to ratification of theirappointment by members at every Annual General Meeting held after the 28thAnnual General Meeting. The Board proposes ratification of the appointment of M/s. KR& Co. Chartered Accountants as Branch Auditors of the Company for approval of themembers in the ensuing Annual General Meeting.
M/s. KR & Co. Chartered Accountants have furnished a writtenconsent and certificate to the effect that the ratification of their appointment if madewould be in accordance with the provisions of Section 139 and 141 of the Companies Act2013. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Branch Auditors have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.
The Board of Directors on the recommendation of the Audit Committeehas re-appointed M/s. K.G. Goyal & Co. Cost Accountants (Registration No. 000017) toconduct audit of the cost accounting records of the Company for the financial year 2017-18at a remuneration of ' 4.40 lakh (Rupees Four Lacs Forty Thousand Only) subject to paymentof applicable taxes thereon and re-imbursement of out of pocket expenses. As requiredunder Section 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 31st Annual General Meeting of the Company.
In terms of the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors of the Company had re-appointed Mr. Prashant DiwanPracticing Company Secretary to conduct Secretarial Audit of the Company for the yearended 31st March 2017. The Secretarial Audit Report for the financial yearended March 31 2017 is annexed as Annexure II to this report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.
However the reference to specific event / action which took placeduring the year is self explanatory and the Company is taking due legal recourse whererequired.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March 2017 the Subsidiaries Joint Ventures andAssociate Companies of your Company are as follows: Subsidiary Companies Ruchi WorldwideLimited (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 Agri PLC Ethiopia (Step-down Subsidiary)
Ruchi Agri Plantation (Cambodia) Pte. Limited Cambodia (Step- downSubsidiary)
Palmolien Industries Pte. Limited Cambodia (Step-down Subsidiary)
Ruchi Agri Trading Pte. Limited Singapore (Step-down Subsidiary)
Ruchi Agri SARLU Madgascar (Step-down Subsidiary)
Ruchi Middle East DMCC Dubai (Step Down Subsidiary)
Indian Oil Ruchi Biofuels LLP
Ruchi Hi-Rich Seeds Private Limited (Step-down Subsidiary upto 17thJune 2016)
GHI Energy Private Limited
Ruchi Kagome Foods India Private Limited (Upto 20 th May2016 as the Company has disposed off its stake in the Associate Company on such date).
The statement containing salient features of the financial statementsand highlights of performance of its Subsidiaries Joint Venture and Associate Companiesand their contribution to the overall performance of the Company during the period isattached with the financial statements of the Company in form AOC-1 The Annual Report ofyour Company containing inter alia the audited standalone and consolidated financialstatements has been placed on the website of the Company at
The policy for determining material subsidiary as approved by the Boardof Directors of the Company are available on the website of the Company at
PARTICULARS OF LOANS & ADVANCES GUARANTEES INVESTMENTS ANDSECURITIES
Particulars of loans/advances investments guarantees made andsecurities provided during the year as required under the provisions of Section 186 of theCompanies Act 2013 and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are provided in the notes to the standalone financialstatements (Please refer Note 38 to the standalone financial statements).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into by the Company with related partiesduring the financial year were on arm's length basis in the ordinary course ofbusiness and were in compliance with the applicable provisions of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Therewere no materially significant related party transactions made by the Company with relatedparties which may have potential conflict with the interest of the Company at large orwhich warrants the approval of the shareholders. Accordingly no transactions arereportable in terms of the provisions of Section 134 of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014. However the details of transactions withrelated parties are provided in Note 41 to the financial statements in accordance with theAccounting Standards and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
All related party transactions are placed before the Audit Committeefor review and approval. Prior omnibus approval is obtained from the Audit Committee ofthe Board for the transactions which are foreseen and repetitive in nature. A statement ofall related party transactions is placed before the Audit Committee on a quarterly basisspecifying the nature value and terms and conditions of the transactions. The policy onmateriality of related party transactions and on dealing with related party transactionsas approved by the Audit Committee as well as Board may be accessed on the Company'swebsite at www ruchisoya.com.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is annexed as Annexure III tothis report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has in place internal control systems commensurate withthe size scale and complexity of its operations. The Company has appropriate policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence of the Company's policies safeguarding of its assets prevention anddetection of frauds and errors accuracy and completeness of accounting records and timelypreparation of reliable financial information. The internal auditor monitors and evaluatesthe efficacy and adequacy of internal control systems in the Company. Based on the reportof the internal auditor respective departments undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board and theCommittee actively reviews the adequacy and effectiveness of internal control system andsuggests improvements for strengthening them in accordance with the change in businessscenario if required.
Your Company believes that managing risks helps in maximizing returns.Risk management comprises all the organizational rules and actions for earlyidentification of risks in the course of doing business and the management of such risks.Your Company has formally adopted a Risk Management Policy to identify and assess the keyrisk areas monitor and report compliance and effectiveness of the policy and procedure.The Company has a risk management framework in place for identification evaluating andmanagement of risks. In line with your Company's commitment to deliver sustainablevalue this framework aims to provide an integrated and organized approach for evaluatingand managing risks. The Risk Management Committee and Audit Committee periodically reviewsthe risks and suggest steps to be taken to control and mitigate the same through aproperly defined framework. Further the risks associated to the Company's businessare provided in the Management Discussion and Analysis Report.
The Company adheres to best practices on Corporate Governance. YourCompany upholds the standards of governance and is compliant with the Corporate Governanceprovisions as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Company's core values of transparency and business prudencehave since inception been followed in every line of decision making. A separate report onCorporate Governance in terms of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms integral part of this report. A Certificateregarding compliance of the conditions of Corporate Governance issued by StatutoryAuditors is annexed as Annexure IV to this report. The necessary disclosures as requiredunder Schedule V of the Companies Act 2013 are provided in the Corporate GovernanceReport.
EMPLOYEE STOCK OPTION SCHEME (ESOS)
Your Company values its employees and is committed to adopt best HRpractices for rewarding them suitably and in this line the Company had implemented theEmployees Stock Option Scheme 2007 ("the Scheme') and made grants to eligibleemployees under this scheme from time to time. During the year the Company has not issuedany stock options to any employees of the Company. The details of shares issued under theScheme and the disclosures in compliance with Section 62 of the Companies Act 2013 andread with rule 12 of Companies (Share Capital and Debentures) Rules 2014 and theSecurities and Exchange Board of India (Share based Employee Benefits) Regulations 2014are annexed as Annexure V to this report. During the financial year 2016-17 there hasbeen no change in the Scheme. Further it is confirmed that the Scheme is in compliancewith SEBI (Share Based Employee Benefits) Regulations 2014. The applicable disclosures asstipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations 2014with regard to the Scheme are available on the website of the Company at wwwruchisoya.com.
PARTICULARS OF EMPLOYEES
Information required pursuant to Section 197(12) of the Companies Act2013 ("the Act") read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure VI to thisreport.
The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this report. Further the Annual Report is being sent to the membersexcluding the aforesaid annexure. In terms of the provisions of Section 136 of the Actthe said annexure is open for inspection at the Registered Office of the Company. Anyshareholder interested in obtaining a copy of the same may write to the Company Secretaryand the same will be furnished on request.
VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has adopted a VigilMechanism/Whistle Blower Policy in terms of the provisions of Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to provide aformal mechanism to the Directors and employees of the Company to report their genuineconcerns and grievances about unethical behaviour actual or suspected fraud or violationof the Company's code of conduct or ethics. The policy provides adequate safeguardsagainst victimization of Directors and employees who avail such mechanism and alsoprovides for direct access to the Vigilance Officer and the Chairman of Audit Committee.The Audit Committee of the Board is entrusted with the responsibility to oversee the vigilmechanism. During the year no personnel was denied access to the Audit Committee. TheVigil Mechanism/Whistle Blower Policy is available on the website of the Company at
NOMINATION REMUNERATION AND EVALUATION POLICY
In accordance with the provisions of Section 178 of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has put in place a Nomination Remuneration and Evaluation Policy which lays downa framework in relation to criteria for selection and appointment of Directors KeyManagerial Personnel and Senior Management of the Company alongwith their remuneration.The Nomination Remuneration and Evaluation policy is annexed as Annexure VII to thisreport. The same is also available on the website of the Company i.e.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has a duly constituted Corporate Social Responsibility(CSR) Committee which is responsible for fulfilling the CSR objectives of the Company.The Committee comprises of Mr. N. Murugan (Chair person) Mr. Dinesh Chandra Shahra andMr. Vijay Kumar Jain (Members). 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.ruchisoya..com.
The Company believes in inclusive development of the community where weoperate and the society at large. The Company's development programs endeavor tocreate a positive impact on the community by empowering people with knowledge skillhealth and educational support for growth and development. We have created a synergisticalignment between our social and economic goals. During the year the Company was notrequired to spend any amount on CSR activities/programs as the Company did not havepositive average net profits calculated in terms of the provisions of Section 135 readwith Section 198 of the Companies Act 2013. The Annual report on CSR activities asrequired under the Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed as Annexure VIII to this Report.
OTHER COMMITTEES OF THE BOARD
As on 31st March 2017 the Board had four Committees vizAudit Committee Nomination and Remuneration Committee and Stakeholders RelationshipCommittee as mandated under the provisions of Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The details of the role ofAudit Committee Nomination and Remuneration Committee and Stakeholders RelationshipCommittee along with their composition number of meetings held during the financial yearand attendance at the meetings are provided in the Corporate Governance Report whichforms an integral part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided in a separate section forming part of theAnnual Report.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
The Company has adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules made thereunder. The aim of the policy is to provide protection to employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where employees feel secure. All employees (permanent contractualtemporary trainees) are covered under the said policy. An Internal Complaints Committee(ICC) has also been set up to redress complaints received on sexual harassment. Nocomplaint was pending at the beginning of the year and none was received during the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS AND COURTS
During the year the Securities and Exchange Board of India (SEBI) hadpassed an ex-parte ad-interim order on 24th May 2016 restricting the Companyand other parties from buying selling or dealing in the securities market either directlyor indirectly in any manner whatsoever till further instructions. Later on on
8th March 2017 the SEBI had confirmed the above referredorder with an interim relief to the Company by permitting to trade or deal in commodityderivative markets for the limited purpose of hedging the physical market positions underthe supervision of the Exchanges. Except the above no other significant or materialorders were passed by the Regulators or Courts or Tribunals.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividendvoting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.
4. Neither the Managing Director nor the Executive Director of theCompany receives any remuneration or commission from any of its subsidiaries.
5. No fraud has been reported by the Auditors to the Audit Committee orthe Board.
6. No change in the nature of business of the Company during the year.
7. No material changes and commitments affecting the financial positionof the Company occurred between the end of the financial year to which these financialstatements relate and the date of this Report.
The statements made in this Directors' Report and ManagementDiscussion and Analysis Report describing the Company's objectives projectionsoutlook expectations and others may be "forward-looking statements" within themeaning of applicable laws and regulations. Actual results may differ from expectationsthose expressed or implied. Important factors that could make difference to theCompany's operations includes change in government policies global marketconditions import-export policy foreign exchange fluctuations financial position rawmaterial availability tax regimes and other ancillary factors.
Your Directors place on record their sincere appreciation for thevalued contribution co-operation and support extended to the Company by the ShareholdersBanks Financial Institutions Central Government State Governments and other GovernmentAuthorities and look forward to their continued support. Your Directors also wish toexpress their deep appreciation for the dedicated and sincere services rendered byemployees of the Company.
For and on behalf of the Board of Directors