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Ruchika Industries India Ltd.

BSE: 540696 Sector: Consumer
NSE: N.A. ISIN Code: INE185U01027
BSE 00:00 | 04 Feb 14.70 0
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14.70

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NSE 05:30 | 01 Jan Ruchika Industries India Ltd
OPEN 14.70
PREVIOUS CLOSE 14.70
VOLUME 250450
52-Week high 14.70
52-Week low 14.00
P/E 98.00
Mkt Cap.(Rs cr) 3
Buy Price 14.70
Buy Qty 1558.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.70
CLOSE 14.70
VOLUME 250450
52-Week high 14.70
52-Week low 14.00
P/E 98.00
Mkt Cap.(Rs cr) 3
Buy Price 14.70
Buy Qty 1558.00
Sell Price 0.00
Sell Qty 0.00

Ruchika Industries India Ltd. (RUCHIKAINDS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 33nd Annual Report on thebusiness and operations of the Company along with Audited Financial Statements for thefinancial year ended 31st March 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

Particulars 31st March 2018 31st March 2017
Total Income 6215390.00 13893900.00
Less:- Expenditure 6048231.00 13815209.22
Profit Before Tax for the Year 167159.00 78690.78
Less:- Tax Expenses 3207.00 29794.00
Profit After Tax for the Year 163952.00 48896.78

2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS

Your Company has performed modestly in the past year despite challenging economicconditions. Nevertheless your Directors are optimistic about the future and expect thebusiness to perform well for the forthcoming year. Your Directors are relentlesslystriving for the betterment of the business.

3. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended onMarch 31 2018. Since the Board have considered it financially prudent in the long-termsinterest of the company to reinvest the profits into the business of the company to builda strong reserve base and grow the business of the company.

4. TRANSFER TO RESERVES

During the period the company has not transferred any profit into the General Reserveof the Company.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments were recorded during the financialyear which materially affects the financial position of the Company till the date of thisreport.

6. DEPOSIT

The company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet for the FY 2018.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT2013:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements which also form part of this report.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe management discussion & analysis which forms part of this report.

9. CORPORATE SOCIAL RESPONSIBILITY

The company has not developed and implemented any Corporate Social ResponsibilityInitiatives as provisions of section 135(1) of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 since the aforesaid provisions arenot applicable.

10. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of section 134 of the CompaniesAct 2014 read with Rule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith atAnnexure No. I.

11. DIRECTORS

Mr. Satish Kumar Phoolchand Rajbhar Mr. Rajni Jethalal Shah & Ms. Zakhana Naineshkumar Gandhi are Directors of the Company.

Further Ms. Zakhana Nainesh kumar Gandhi Director retires by rotation at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment.

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company's policy on Directors' appointment and remuneration by theNomination and Remuneration Committee.

The Nomination and Remuneration committee was duly re-constituted & comprising ofZakhana Naineshkumar Gandhi (Member) Mr. Rajni Jethalal Shah (Chairman) & Mr. SatishRajbhar (Member) on 31/03/2018.

Four meetings of the Nomination and Remuneration committee were held during the year.The dates on which the said meetings were held:

29/5/2017 14/08/2017 14/11/2017 and 28/02/2018.

Serial No. Name of Member No of Meetings held during the year No. of Meetings attended during the year
1 Mr. Saurabh Pradhan 4 2
2 Mr. Rajni Jethalal Shah 4 4
3 Mr. Satish Rajbhar 4 4
4 Mrs. Zakhana Naineshkumar Gandhi 4 2

13. KEY MANAGERIAL PERSONNEL

No Changes.

14. INDEPENDENT DIRECTOR'S DECLARATION

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013.

15. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

16. NUMBER OF MEETINGS OF THE BOARD

During the year the Board met 07 (Seven) times to deliberate on various matters. TheMeetings were held as on 29/05/2017 14/08/2017 14/11/2017 29/12/2017 02/02/201814/02/2018 and 28/02/2018 The maximum interval between any two meetings did not exceed 120days.

Name of the Director No of Meetings held during the year No. of Meetings attended during the year
1 Saurabh Dilip Pradhan 7 4
2 Zakhana Naineshkumar Gandhi 7 3
3 Satish Kumar Phoolchand Rajbhar 7 7
4 Rajni Jethalal Shah 7 7

17. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to monitor and provide effective supervision of themanagement's financial reporting process to ensure accurate and timely disclosures withthe highest level of transparency integrity and quality of Financial Reporting.

The Audit committee was duly re-constituted & comprising of Mr. Satish Rajbhar(Chairman) Mr. Rajni Jethalal Shah (Member) & Mrs. Zakhana Naineshkumar Gandhi(Member) on 29/05/2017 14/08/2018 14/11/2017 and 14/02/2018 .

Four meetings of the audit committee were held during the year and the gap between twomeetings did not exceed one hundred and twenty days. The dates on which the said meetingswere held:

29/05/2017 14/08/2017 14/11/2017 and 14/02/2018.

Name of Member No of board Meetings held during the year No. of Meetings attended during the year
1 Mr. Saurabh Pradhan 4 2
2 Mr. Rajni Jethalal Shah 4 4
3 Mr. Satish Phoolchand Rajbhar 4 4
4 Mr. Zakhana Gandhi 4 2

18. RISK MANAGEMENT

The company is taking every care for minimizing the risk involved in the unit.Responsible staff is employed to take every care to minimize the risk factor in thefactory. Our company does not have any separate Risk Management Policy as the unit run byit is small in size and the elements of risk threatening the company's existence is almostnegligible.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014in prescribed Form AOC- 2 is annexed herewith at Annexure No. III

20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any Subsidiary Joint Venture or Associate Company; henceprovisions of section 129(3) of the Companies Act 2013 relating to preparation ofconsolidated financial statements are not applicable.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions ofsection 177(9) & (10) of the Companies Act 2013 a vigil mechanism/ whistle blowerpolicy for directors and employees to report genuine concerns. There has been no change tothe vigil mechanism/ whistle blower policy adopted by the company during the FinancialYear 2018.

22. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT 2013:

(a) The Information & Statement of Particulars of employees pursuant to Section 197of the Companies Act 2013 and Rule 5 (1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is annexed as Annexure IV.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the period under review no material orders have been passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture.

24. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act 2013 your directors state that: -

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed;

(b) the directors have 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the Directors have 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 have prepared the annual accounts on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively

(f) the Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

25. AUDITORS & AUDITOR'S REPORT

Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s TDK & Co. Chartered Accountants were appointed as statutory auditors of theCompany from the conclusion of the Twenty Ninth (29) Annual General Meeting (AGM) of theCompany held on 30 September 2014 till the conclusion of the Thirty Fifth (35) AGM to beheld in the year 2020 subject to ratification of their appointment at every AGM. Theyhave confirmed their eligibility under Section 141 of the Companies Act 2013 and theRules framed thereunder for reappointment as Auditors of the Company.

The notes on accounts referred to in the auditors' report are self-explanatory andtherefore don't call for any further comments by the Board of directors.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification or explanation.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under M/s. Deepak P Singh& Associates Practicing Company Secretary were appointed as Secretarial Auditors forthe financial year 2017-18. The Secretarial Audit Report for the financial year ended onMarch 31 2018 is annexed herewith marked as Annexure-V to this Report.

26. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in MGT-9 is annexed herewith at Annexure No. VI.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations Management Discussion and Analysis are attached whichform part of this report annexed herewith at Annexure No. II.

28. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. No complaints of sexual harassment were raised in the financial year 2017-18."

29. ACKNOWLEDGEMENT

The directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support.

The directors also thank the Government of India and concerned government departments /agencies for their co-operation.

For & on behalf of M/s. Ruchika Industries India Limited

Sd/- sd/-
Date: 28th May 2018 SATISH RAJBHAR Zakhana Gandhi
Place: Mumbai DIRECTOR DIRECTOR
DIN:06798717 DIN:05122611

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The particulars as per the Companies (Accounts) Rules 2014 regarding conservation ofenergy technology absorption are as under:

(A) CONSERVATION OF ENERGY

Steps taken or impact on conservation of energy
The steps taken by the company for utilizing alternate sources of energy N.A.
The capital investment on energy conservation equipment's

(B) TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption: N.A.

2. Benefits derived like product improvement cost reduction product development orimport substitution: N.A.

3. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

Detail of technology imported
Year of Import N.A.
Has technology been fully absorbed
If not fully absorbed areas where this has not taken place reasons there for and future plans of action.

4. Expenses incurred on Research and Development

During the period under review particulars regarding expenditures on research anddevelopment are as under:

Particulars
Capital Expenditures
Recurring Expenditures N.A.
Total
Total Research and development expenses as % of turnover

For & on behalf of Ruchika Industries India Limited

Sd/- sd/-
Date: 28th May 2018 SATISH RAJBHAR ZAKHANA GANDHI
Place: Mumbai DIRECTOR DIRECTOR
DIN:06798717 DIN:05122611