Presentation on Thirty Second Annual Report together with the AuditedFinancial Statements of the Company for the year ended 31st March 2018 ishereby submitted as under:
INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)
The National Company Law Tribunal ("NCLT") Mumbai Benchvide order dated 15 th December 2017 ("Insolvency CommencementOrder") has initiated corporate insolvency resolution process ("CIRP")based on petitions filed by Standard Chartered Bank and DBS Bank Ltd under section 7 ofthe Insolvency and Bankruptcy Code 2016 ("the Code"). Mr. Shailendra Ajmera IPRegistration No. IBBI/IPA-001/IP-P00304/2017-18/10568 was appointed as interim resolutionprofessional ("IRP") to manage affairs of the Company in accordance with theprovisions of Code. In the first meeting of committee of creditors held on 12thJanuary 2018 Mr. Shailendra Ajmera had been confirmed as resolution professional("RP/Resolution Professional") for the Company. Pursuant to the InsolvencyCommencement Order and in line with the provisions of the Code the powers of the Board ofDirectors were suspended and the same were to be exercised by IRP / RP. By an order dated8th June 2018 NCLT has extended the CIRP for a further period of 90 days with effectfrom 12th June 2018.
Since the company is under Corporate Insolvency Resolution Process(CIRP) as per Section 17 of the Insolvency & Bankruptcy Code from the date ofappointment of the Resolution Professional.
(a) the management of the affairs of the company shall vest in theResolution Professional.
(b) the powers of the Board of Directors of the company shall standsuspended and be exercised by the Resolution Professional.
(c) the officers and managers of the company shall report to theResolution Professional and provide access to such documents and records of the company asmay be required by the Resolution Professional.
(d) the financial institutions maintaining accounts of the companyshall act on the instructions of the Resolution Professional in relation to such accountsand furnish all information relating to the company available with them to the ResolutionProfessional.
| ||2017-18 ||2016-17 |
|Total Income ||12029.28 ||18620.38 |
|Profit/(Loss) before Depreciation amortization and impairment expenses provision for doubtful debts advances bad debts financial guarantee obligations others exceptional items and tax ||(719.70) ||(216.30) |
|Less : Provision for doubtful debts advances bad debts financial guarantee obligations and others ||5150.18 ||1302.97 |
|Profit/(Loss) before Depreciation amortization impairment expenses exceptional items and tax ||(5869.88) ||(1519.27) |
|Less : Depreciation amortization and impairment expenses ||140.36 ||156.06 |
|Profit/(Loss) before exceptional items and tax ||(6010.24) ||(1675.33) |
|Exceptional Items ||- ||44.90 |
|Profit/(Loss) before tax ||(6010.24) ||(1630.43) |
|Add : Tax Expenses ||436.96 ||373.23 |
|Profit/(Loss) after tax for the year ||(5573.28) ||(1257.20) |
|Add : (i) Remeasurement of the defined benefit plans not reclassified to profit or loss ||0.53 ||0.82 |
|(ii) Equity Instruments through other comprehensive income ||0.51 ||(7.30) |
|Less : Income Tax related to above ||- ||0.28 |
|Add : Fair Value changes in hedge reserve ||- ||2.00 |
|Total comprehensive income for the year ||(5572.24) ||(1261.96) |
Your company achieved a total income of Rs 12029.28 crores during theyear under review as against Rs 18620.38 crores in the previous financial year. [Profit/(Loss)] after Tax for the year stood at ( Rs 5573.28 crores) as against ( Rs 1257.20crores) for the previous year. The performance of the company has been primarily impacteddue to stretched working capital cycle lower level of liquidity impacting capacityutilization and market conditions.
TRANSFER TO RESERVES
The Company has not transferred any amount to reserves during the yearunder review.
Your Company is under Corporate Insolvency Resolution Process (CIRP)and incurring losses the Board of Directors (suspended during CIRP) does not recommendany dividend for the year 2017-18.
The export of the Company during the year was Rs 697.82 Crores ascompared to Rs 1376.96 Crores during the last financial year. The decline in the exportwas mainly due to lack of working capital and intense competition in the export market.
CHANGE IN SHARE CAPITAL
There is no change in the share capital of the Company during the yearunder review.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the CompaniesAct 2013 (the Act') and Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Consolidated Financial Statements formpart of this Annual Report. The Consolidated Financial Statements are prepared inaccordance with the Indian Accounting Standards (IND AS) notified under section 133 of theAct read with Companies (Accounts) Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of section 152 of the Act Shri Vijay Kumar Jainis liable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
During the year under review due to health reasons Mr. MuruganNavamani has resigned from Directorship of the Company with effect from March 26 2018.Mr. Navin Khandelwal has vacated the office of Director with effect from October 22 2018due to some other preoccupations and time engagements. Mrs. Meera Dinesh Rajda has vacatedthe office of Director with effect from November 19 2018 due to health reasons.
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.www.ruchisoya.com/familiarisation-programme-for-Independent- Directors.pdf
Pursuant to the provisions of section 203 of the Act the keymanagerial personnel of the company are Mr. Dinesh Chandra Shahra Managing Director Mr.Vijay Kumar Jain Executive Director Mr. Anil Singhal Chief Financial Officer and Mr. RL Gupta Company Secretary.
It may be noted however that pursuant to the NCLT order forcommencement of the CIRP and in line with the provisions of the Code the powers of theBoard of Directors stand suspended and exercised by IRP / RP.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Act theBoard of Directors (suspended during CIRP) confirms that:
a) in the preparation of the annual accounts for the financial yearended 31st March 2018 the applicable accounting standards had been followed along withproper 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 31st March 2018and 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 the Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
d) the annual accounts of the company have been prepared on a goingconcern basis;
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.
Since the powers of the Board of Directors have been suspended witheffect from 15th December 2017 pursuant to the orders dated 15th December2017 passed by Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench evaluation ofBoard has not taken place for the year 2017-18.
MEETINGS OF THE BOARD
The corporate insolvency resolution process (CIRP) of the Company hasbeen in effect from December 15 2017 as per the Orders passed by Hon'ble National CompanyLaw Tribunal Mumbai Bench. Prior to the commencement of CIRP the Board of Directors metsix times during the financial year 2017-18 and thereafter since December 15 2017 thepowers of the Board of Directors have been suspended during the CIRP period. The dates ofboard meetings are May 29 2017 August 14 2017 September 6 2017 September 26 2017November 2 2017 and November 14 2017.
One co-ordination meeting was called by Resolution Professional (RP) on12th February 2018 which was attended by Mr. Shailendra Ajmera Resolution ProfessionalMr. Dinesh Shahra Managing Director Mr. Vijay Kumar Jain Executive Director Mr.Navamani Murugan and Mrs. Meera Dinesh Rajda Independent Directors.
EXTRACT OF ANNUAL RETURN OF THE COMPANY
The extract of the annual return of the Company as provided undersub-section (3) of section 92 of the Act is available at the website of the Company atlink http://www.ruchisoya.com/Form-MGT-9-2018.pdf
AUDITORS AND THEIR REPORTS Statutory Auditors
M/s. Chaturvedi & Shah. Chartered Accountants (Firm RegistrationNo.101720W) were appointed as Statutory Auditors of the company at the Annual GeneralMeeting held on 27th day of September 2017 for a period of 5 years from the conclusionof 31st Annual General Meeting till the conclusion of 36th AnnualGeneral Meeting.
The Comments on the qualifications in the Auditors' Report on thefinancial statements of the Company for financial year 2017-18 are as provided in the"Statement on Impact of Audit Qualifications" which is annexed hereafter as AnnexureI and forms part of this report.
M/s. KR & Co. Chartered Accountants (Firm Registration No.025217N) were appointed as Branch Auditors of the Company at the 28th Annual GeneralMeeting of the Company for a period of five years i.e. until the conclusion of the 33rdAnnual General Meeting of the Company subject to ratification of their appointment bymembers at every Annual General Meeting held after the 28th Annual General MeetingHowever they have expressed their unwillingness to continue as Branch Auditors of theCompany. The same has been taken on record.
The Company has made and maintained the cost records as specified bythe Central Govt. under sub-section (1) of section 148 of the Act. The ResolutionProfessional has re-appointed M/s. K.G. Goyal & Co. Cost Accountants (RegistrationNo. 000017) to conduct audit of the cost accounting records of the Company for thefinancial year 2018-19 at a remuneration of Rs 4.40 lakh (Rupees Four Lacs Forty ThousandOnly) subject to payment of applicable taxes thereon and re-imbursement of out of pocketexpenses. As required under Section 148 of the Act a resolution regarding ratification ofthe remuneration payable to M/s. K.G. Goyal & Co. Cost Accountants forms part of theNotice convening the 32nd Annual General Meeting of the Company.
In terms of the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company (suspended during CIRP) had appointed Mr. Prashant DiwanPracticing Company Secretary to conduct Secretarial Audit of the Company for the yearended March 31 2018. The Secretarial Audit Report for the financial year ended March 312018 is annexed as Annexure II to this report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark however the reference tospecific event / action which took place during the year is self explanatory.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March 2018 the Subsidiaries Joint Ventures and AssociateCompanies of your Company are as follows:
Ruchi Worldwide Limited (Subsidiary)
Mrig Trading Private Limited (Subsidiary)
Ruchi J-Oil Private Limited (Subsidiary)
Ruchi Ethiopia Holdings Limited Dubai (Subsidiary)
Ruchi Industries Pte. Limited Singapore (Subsidiary)
RSIL Holdings Private Limited (Subsidiary)
Ruchi Agri PLC Ethiopia (Step-down Subsidiary)
Ruchi Agri Plantation (Cambodia) Pte. Limited Cambodia (Step- down Subsidiary)
Palmolien Industries Pte. Limited Cambodia (Step-down Subsidiary)
Ruchi Agri Trading Pte. Limited Singapore (Step-down Subsidiary)
Ruchi Agri SARLU Madgascar (Step-down Subsidiary)
Ruchi Middle East DMCC Dubai (Step Down Subsidiary)
Indian Oil Ruchi Biofuels LLP
GHI Energy Private Limited
There has been no material change in nature of business of thesubsidiaries except that Ruchi J-Oil Private Limited has gone into voluntary liquidationwith effect from 21st August 2018 and in the matter of Ruchi Agri PrivateLimited Company the Federal First Instance Court of The Federal Democratic Republic ofEthiopia has passed an order dated November 14 2017 mentioning that "Bankruptcydecision was passed on Ruchi Agri Private Limited. This decision is said need to beeffective for the time being in line with S/L/No.982."
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 www. ruchisoya.com. Furtherthe audited financial statements together with related information of each of thesubsidiary Companies have also been placed on the website of the Company atwww.ruchisoya.com.
The policy for determining material subsidiary as approved by the Boardof Directors of the Company is available on the website of the Company atwww.ruchisoya.com/RSIL-Policy-Material-Subsidiary.pdf
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 theAct and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are provided in the respective notes to the standalone financialstatements.
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 Act and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. There were nomaterially significant related party transactions made by the Company with related partieswhich may have potential conflict with the interest of the Company at large or whichwarrants the approval of the shareholders. Accordingly no transactions are reportable interms of the provisions of Section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014. However the details of transactions with related parties areprovided in Note 39 to the financial statements in accordance with the AccountingStandards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Since all the related party transactions entered into by the Companywere in ordinary course of business and were on Arm's length basis disclosure inform AOC- 2 as required under Section 134(3)(h) of the Act is not applicable.
The policy on materiality of related party transactions and on dealingwith related party transactions is available at Company's website at the linkhttp://ruchisoya.com/RSIL-Policy-Materiality.pdf
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 Act readwith the Companies (Accounts) Rules 2014 is annexed as Annexure III to thisReport.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controlscommensurate with the size scale and complexity of operations. The details relating tointernal financial controls and their adequacy are included in the Management Discussionand Analysis Report which forms part of this Report.
The company has established Risk Management process to manage variousrisks. The details of various risks that are being faced by the Company are provided inManagement Discussion and Analysis Report which forms part of this Report.
Detailed Report on Corporate Governance as stipulated under Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is providedunder separate section and forms part of this Report. The requisite certificate issued byStatutory Auditors of the Company confirming the compliance of the conditions stipulatedunder Regulations is attached to the Report on Corporate Governance.
EMPLOYEE STOCK OPTION SCHEME (ESOS)
During the year the Company has not issued stock options to theemployees of the Company. The details of shares issued under the Scheme and thedisclosures in compliance with Section 62 of the Act read with rule 12 of Companies (ShareCapital and Debentures) Rules 2014 and the Securities and Exchange Board of India (Sharebased Employee Benefits) Regulations 2014 are annexed as Annexure IV to thisreport. During the financial year 2017-18 there has been no change in the Scheme.Further it is confirmed that the Scheme is in compliance with SEBI (Share Based EmployeeBenefits) Regulations 2014. The applicable disclosures as stipulated under Regulation 14of SEBI (Share Based Employee Benefits) Regulations 2014 with regard to the Scheme areavailable on the website of the Company at www.ruchisoya.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 V 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 Vigil Mechanism/Whistle Blower Policy interms of the provisions of Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to provide a formal mechanism to the Directors andemployees of the Company to report their genuine concerns and grievances about unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct orethics. The policy provides adequate safeguards against victimization of Directors andemployees who avail such mechanism and also provides for direct access to the VigilanceOfficer and the Chairman of Audit Committee. The Audit Committee of the Board is entrustedwith the responsibility to oversee the vigil mechanism. During the year no personnel wasdenied access to the Audit Committee. The Vigil Mechanism/Whistle Blower Policy isavailable on the website of the Company at www.ruchisoya.com/RSIL-whistleBlower.pdf
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.
NOMINATION REMUNERATION AND EVALUATION POLICY
In accordance with the provisions of Section 178 of the Act and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasput in place a Nomination Remuneration and Evaluation Policy which lays down a frameworkin relation to criteria for selection and appointment of Directors Key ManagerialPersonnel and Senior Management of the Company along with their remuneration.
The Nomination Remuneration and Evaluation policy of the company isavailable at company's website at the link http://www.ruchisoya.com/Nomination%20and%20remuneration%20policy.pdf.
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 (Chairperson) Mr. Dinesh Chandra Shahra and Mr.Vijay Kumar Jain (Members). The CSR Committee has formulated and recommended to the Boarda Corporate Social Responsibility Policy (CSR Policy) which was approved by the Board andis available at the website of the Company at linkhttp://www.ruchisoya.com/RSIL%20CSR%20Policy.pdf. 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 Act. The Annual report on CSR activities as required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 is annexed as AnnexureVI to this Report.
OTHER COMMITTEES OF THE BOARD
Since the powers of the Board of Directors have been suspended w.e.f.15 th December 2017 pursuant to the orders dated 15th December2017 passed by Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench the powersof the various committees have also been suspended with effect from the same date as perSEBI circular No. SEBI/LAD- NRO/GN/2018/21 dated 31st May 2018 and hence nomeetings have since been conducted.
Prior to the commencement of corporate insolvency resolution processthe Board had three Committees viz Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee as mandated under the Act and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The details of the role of Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee along with their composition number ofmeetings held during the financial year and attendance at the meetings are provided in theCorporate Governance Report which forms 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.
SIGNIFICANT AND MATERIAL ORDERS
The following significant and material orders have been passed by theregulators or courts or tribunals (i) the Order dated December 15 2017 passed by theHon'ble National Company Law Tribunal Mumbai Bench initiating corporate insolvencyresolution process in the company with effect from December 15 2017; (ii) The Ministry ofCorporate Affairs has passed an Order dated April 10 2018 in regards to investigationinto the affairs of the Company under section 212(1) of the Act; (iii) the Securities andExchange Board of India (SEBI) had passed an ex-parte ad-interim order on 24th May 2016restricting the Company and other parties from buying selling or dealing in thesecurities market either directly or indirectly in any manner whatsoever till furtherinstructions. Thereafter on 8th March 2017 SEBI had confirmed the above referred orderwith 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.
The 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 expectationsthan those 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.
The Board of Directors (suspended during CIRP) wish to expressappreciation for the support and co-operation of the Committee of Creditors variousdepartments of Central and the State Governments Bankers Financial InstitutionsSuppliers Employees and Associates.
|For and on behalf of the Board (suspended during CIRP) |
|Place : New Delhi ||(Vijay Kumar Jain) |
|Date : 1st December 2018 ||Executive Director |
| || |