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Directors Report of Ruchi Infrastructure Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the Thirty Second Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2016.

FINANCIAL RESULTS:

2015-2016 (Rs.in Crore)

2014-2015 (Rs.in Crore)

Revenue from operations

2,322.72

1,059.63

Profit/(Loss) before Depreciation, Tax and Exceptional Items

5.77

(5.02)

Exceptional Items1

—

40.55

Profit before depreciation and tax

5.77

35.53

Depreciation

10.00

12.50

Profit before taxation

(4.23)

23.03

Provision for taxation

(0.76)

(5.10)

Provision for tax for earlier years

—

(0.70)

Profit after taxation from continuing operations

(4.99)

17.23

Profit/(Loss) from discontinued operations*

—

(21.63)

Tax Expense for discontinued operations*

—

(7.35)

Profit/(Loss) after tax from discontinued operations

(4.99)

(14.28)

Profit/(Loss) after taxation

(4.99)

2.95

Balance brought forward from previous year

16.69

22.34

Less: Depreciation adjustment as per Companies Act, 2013

—

3.17

Amount available for appropriation

11.70

22.12

APPROPRIATION

Proposed Divided

- Preference

3.28

3.28

- Equity

—

1.23

Tax on dividend

0.67

0.92

Balance as at end of year

7.75

16.69

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of the Companies Act, 2013 including the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2015-16.

DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Amrita Shahra Sachdev, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

During the year, the members of the Company at its 31st Annual General Meeting held on September 23, 2015, had appointed Mrs. Amrita Shahra Sachdev as a Director of the Company, liable to retire by rotation, pursuant to the provisions of Section 152 of the Companies Act, 2013 ("the Act") and Clause 49 of the erstwhile Listing Agreement. At the 31st Annual General Meeting Mr. Krishna Das Gupta and Mr. Veeresh Malik were appointed as Independent Directors, pursuant to provisions of Section 149 and other applicable provisions of the Companies Act, 2013. Mr. K. P. Mandhana and Mr. Dinesh Khandelwal resigned from the Board with effect from July 6, 2015 and March 31, 2016 respectively. The Board of Directors place on record its sincere appreciation for the valuable contribution made by them during their association with the Company.

The Board of Directors of the Company, at its meeting held on April 8, 2016 has appointed Mr. Narendra Shah as an Additional Director, and Executive Director of the Company for a period of three years with effect from April 8, 2016 subject to the approval of shareholders. The terms & conditions of the appointment of Mr. Narendra Shah including remuneration are set out in the notice convening the 32nd Annual General Meeting of the Company. The Company is in receipt of notice under Section 160 of the Companies Act, 2013 proposing his candidature for directorship of the Company.

Mr. Dinesh Chandra Shahra, Mr. Sajeve Deora, Mr. N. Murugan and Mr. Naveen Gupta have resigned from Directorship of the Company with effect from April 8, 2016, April 7, 2016, April 8, 2016 and April 21, 2016 respectively. The Board of Directors place on record its sincere appreciation for the valuable contribution made by them during their association with the Company.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors of your Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Necessary information required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards in respect of the appointment of Mr. Narendra Shah at the ensuing Annual General Meeting is given in the notice convening the 32nd Annual General Meeting of the Company.

The details of familiarization programs to Independent Directors are available on the website of the Company i.e. www.ruchiinfrastructure.com.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel''s of the Company are as follows:

Mr. Dinesh Chandra Shahra, Managing Director (Upto April 8, 2016)

Mr. Narendra Shah, Chief Financial Officer (Upto April 7, 2016)

Mr. Narendra Shah, Executive Director (from April 8, 2016)

Mr. Ravindra Kumar Kakani, Chief Financial Officer (from April 8, 2016)

Mr. Ashish Mehta, Company Secretary

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various committees as per the criteria of evaluation provided in the Nomination, Remuneration and Evaluation Policy adopted by the Company. The performance evaluation of Independent Directors was carried out by the entire Board and the performance evaluation of the Managing Director and the Non Independent Directors 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 2015-16. The meetings were held on May 27, 2015 (adjorned to May 30, 201 5), August 14, 2015, November 2, 2015 and February 1 0, 201 6.

EXTRACT OF ANNUAL RETURN

Extract of an Annual Return of the Company in form MGT-9 is annexed as Annexure I to this report.

AUDITOR AND AUDITORS'' REPORT STATUTORY AUDITORS

The Auditors Reports on the financial statements of the Company for the year 2015-16 is un-qualified and self explanatory.

M/s. Ashok Khasgiwala & Co., Chartered Accountants (Firm Registration No. 0743C) were appointed as Statutory Auditors of the Company in the 30th Annual General Meeting of the Company for a period of five years i.e. until the conclusion of the 35th Annual General Meeting of the Company, subject to ratification of their appointment by members at every Annual General Meeting held after the above said AGM. The Board proposes ratification of the appointment of M/s. Ashok Khasgiwala & Co., Chartered Accountants as Statutory Auditors of the Company for approval of the members in the ensuing Annual General Meeting.

M/s. Ashok Khasgiwala & Co., Chartered Accountants have furnished a written consent and certificate to the effect that the ratification of their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COST AUDITORS

The Board of Directors has re-appointed M/s. K.G. Goyal & Co., Cost Accountants (Registration No. 00017/07/2008) to conduct audit of the cost accounting records of the Company for the financial year 2016-17. A resolution regarding ratification of the remuneration payable to M/s. K.G. Goyal & Co., Cost Accountants, forms part of the Notice convening the 32nd Annual General Meeting of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit Report for the financial year ended March 31, 2016 Issued by Mr. Prashant Diwan, practising Company Secretary is annexed herewith as Annexure II and is self explanatory.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has four subsidiaries as at March 31, 2016 i.e. Mangalore Liquid Impex Pvt. Ltd., Union Infrastructure Solutions Pvt. Ltd., Peninsular Tankers Pvt. Ltd. and Ruchi Renewable Energy Pvt. Ltd.

The Company does not have any joint venture and associate Company during the year under review, however financials of an associate partnership firm, namely, Narang & Ruchi Developers have been consolidated in terms of applicable Accounting Standard.

The statement containing salient features of the financial statements and highlights of performance of its Subsidiary Companies and their contribution to the overall performance of the Company during the period 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 and consolidated financial statements, has been placed on the website of the Company at www.ruchiinfrastructure.com. Further, the audited financial statements together with related information of each of the subsidiary Companies have also been placed on the website of the Company at www.ruchiinfrastructure.com.

The policy for determining material subsidiary as approved by the Board of Directors of the Company are available on the website of the Company at www.ruchiinfrastructure.com.

PARTICULARS OF LOANS & ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure on particulars relating to loans, advances, guarantees, investment and securities, are provided in the standalone financial statements (Please refer Note 46 to the standalone financial statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arm''s length basis. All related party transactions were placed before the Audit Committee and the Board for review and approval. Prior omnibus approval was obtained from the Audit Committee of the Board for the related party transactions which are of repetitive nature and which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the transactions under such omnibus approval of the Committee. During the year, the Company has entered into certain related party transactions with M/s. Ruchi Soya Industries Limited which are material in terms of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and to approve the aforesaid transactions, an ordinary resolution is being proposed at the 32nd Annual General Meeting of the Company for approval of the members. The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and the Board of Directors may be accessed on the Company''s website at www.ruchiinfrastructure.com. Your directors draw attention of the members to Note 46 to the financial statements which set out related party disclosures in terms of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company does not have any manufacturing activity, the information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is not applicable to the Company.

No Technology Absorption was effected during the year under review.

Foreign Exchange earning was Rs.44.95 Crores (Previous year Rs.279.91 Crores) and Foreign Exchange Outgo was Rs.4.88 Crores (Previous year Rs.1 90.43 Crores)

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations to safeguard and protect from loss, unauthorized use or disposition of its assets. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system of the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. All the transactions are properly authorized, recorded and reported to the Management of the Company. Significant audit observations and recommendations along with corrective actions taken by the management thereon are presented to the Audit Committee and thereafter to the Board.

RISK MANAGEMENT

With focused approach towards core business of infrastructure and renewable energy, the Board regularly reviews the risk management strategy of the Company.

CORPORATE GOVERNANCE

The Company has in practice a comprehensive system of Corporate Governance. A separate report on Corporate Governance in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms integral part of this report. Certificate regarding compliance of conditions of Corporate Governance issued by Statutory Auditors is annexed to this Report as Annexure III.

PARTICULARS OF EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure IV to this report.

The particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, may be made available to the members on request and the Annual Report is being sent to the members excluding such particulars.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy in terms of the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, which deals with the genuine concerns about unethical behavior, actual or suspected fraud and violation of the Company''s Code of Conduct and ethics. The Vigil Mechanism/ Whistle Blower Policy is uploaded on the website of the Company at www.ruchiinfrastructure.com.

NOMINATION, REMUNERATION AND EVALUATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Nomination, Remuneration and Evaluation Policy and is annexed as Annexure V to this report. The same is also available on the website of the Company i.e. www.ruchiinfrastructure.com.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of the Company. The Committee comprises of three Directors viz. Mrs. Amrita Shahra Sachdev (Chairman of the Committee), Mr. Veeresh Malik and Mr. Narendra Shah (Members). The Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at www.ruchiinfrastructure.com. Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure VI to this Report.

COMMITTEES OF THE BOARD

The Board of Directors of the Company has the following Committees; Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee.

The details of the role of Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee along with their composition, number of meetings held during the financial year and attendance at the meetings are provided in the Corporate Governance Report.

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

The Company has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. During the year under review, the details of complaints received and disposed off are as follows:

No. of Complaints outstanding as of April, 2015 : Nil

No. of Complaints received : Nil

No. of Complaints disposed off : Not Applicable

No. of complaints pending as on March 31, 2016 : Nil

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions pertaining to such matters during the year under 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 under any scheme.

4. The Managing Director of the Company did not receive any remuneration or commission from any of the subsidiaries of the Company.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

6. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

ACKNOWLEDGEMENT

Yours Directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Narendra Shah Amrita Shahra Sachdev

Place: Gurgaon Executive Director Director

Date : August 9, 2016 DIN:02143172 DIN:01494961


Mar 31, 2015

Dear Shareholders,

The directors have pleasure in presenting the Thirty First Annual Report together with the Audited Statement of accounts of the Company for the year ended March 31, 2015.

1. FINANCIAL RESULTS:

2014-2015 2013-2014 (Rs. in Crore) (Rs. in Crore)

Revenue from operations 1,059.63 2,633.51

Profit / (Loss) before exceptional item, depreciation and tax (5.02) 16.16

Exceptional Item* 40.55 -

Profit before depreciation and tax 35.53 16.16

Depreciation 12.50 15.18

Profit before taxation 23.03 0.98

Provision for taxation (5.10) (1.78)

Provision for tax for earlier years (0.70) -

Profit after taxation from continuing operations 17.23 2.76

Profit/(Loss) from discontinued operations* (21.63) (1.83)

Tax Expense for discontinued operations (7.35) -

Profit/(Loss) after tax from discontinued operations (14.28) (1.83)

Profit after taxation 2.95 0.93

Balance brought forward from previous year 22.34 26.69

Less: Depreciation adjustment as per Companies Act, 2013 3.17 -

Amount available for appropriation 22.12 27.62

APPROPRIATION

Proposed Dividend

– Preference 3.28 3.28

– Equity 1.23 1.23

Tax on dividend 0.92 0.77

Balance as at end of the year 16.69 22.34

*During the financial year 2014-15, the Company has transferred its oil refining business in accordance with approval accorded by the members of the Company, in January, 2014 pursuant to Section 293(1) (a) of the Companies Act, 1956. Exceptional item mentioned above, represents the gain on transfer of the Oil refining business.

2. DIVIDEND AND TRANSFER TO RESERVES:

Your directors recommend dividend on 54,60,613 - 6% Non Convertible Cumulative Redeemable Preference Shares of Rs. 100/- each amounting to Rs. 3.28 crore.

Your directors also recommend dividend of 6% (Rs. 0.06 per share on face value of Rs. 1/-) on equity capital of Rs. 20.52 crore for the year under review as against 6% (Rs. 0.06 per share on face value of Rs. 1/-) on equity capital of Rs. 20.52 crore for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs. 5.43 crore as against Rs. 5.28 crore in the previous year. No amount is proposed to carry to any reserve.

3. OPERATIONS AND STATE OF AFFAIRS:

The Company had entered into a Business Transfer agreement with Ruchi Soya Industries Limited, pursuant to the approval of its members for sale and transfer of oil refining business. The transfer has been given effect during the year under review. During the year under review, the revenue from continuing operation decreased to Rs. 1,059.63 crore from Rs. 2,633.51 crore in previous year, mainly on account of lower revenue from commodities business. Profit before depreciation and tax from continuing operations increased to Rs. 35.53 crore (inclusive of exceptional gain of Rs. 40.55 crore from transfer of Oil refining business) as against Rs. 16.16 crore in the previous year. After accounting for discontinued operations, profit after tax was recorded at Rs. 2.95 crore as against Rs. 0.93 crore in the previous year.

The Company continues to focus on its core business of storage infrastructure and renewable energy. Your Company has acquired land admeasuring 42.97 acres from APIIC Ltd. at Industrial Park, Krishnapatnam Port to develop storage facility for liquid and dry cargo. Krishnapatnam Port is one of the fastest coming up ports in India and is ideally suited to cater to States of Andhra Pradesh, Tamil Nadu and Karnataka. With development of Chennai - Bangalore Industrial corridor, the strategic locational advantage of Krishnapatnam Port is expected to improve manyfold.

The Company is in advanced stage for setting up silos for grain-storage at railway sidings and has acquired land at four appropriate locations in the State of Madhya Pradesh. The Company is also evaluating opportunities for investment in renewable energy business, keeping in view the need and prospects of clean energy and sustainability.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Naveen Gupta retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offers himself for re-appointment.

In accordance with Clause 49(IV)(G)(1) of the Listing Agreement, the information of the directors retiring by rotation at the ensuing Annual General Meeting is given in para 2 of Corporate Governance Report.

Mrs. Amrita Shahra Sachdev was appointed as Additional Director on 26th March, 2015. She holds office till the conclusion of the ensuing Annual General Meeting. The company is in receipt of the notice under section 160 of the Companies Act, 2013 proposing her candidature for directorship of the Company.

Mr. Vijay Kumar Jain and Mr. Kanta Prasad Mandhana ceased to be Directors of the Company with effect from 7th January 2015 and 6th July, 2015 respectively. Mr. Nand Kishor Maheshwari, Chief Financial Officer has resigned from the post with effect from 3rd April, 2015. The Board takes on record their valuable contribution rendered during their tenure with the Company. Mr. Narendra Shah has been appointed as Chief Financial Officer with effect from 30th May, 2015.

Mr. Dinesh Shahra, Director of the Company was appointed as Managing Directors with effect from 14th August, 2014 in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

5. MEETINGS OF THE BOARD:

The Board of Directors met four times during the year on May 30, 2014, August 14, 2014, November 11, 2014 and February 9, 2015. For further details, please refer Corporate Governance Report.

6. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 51 to the standalone financial statement).

7. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report.

8. SUBSIDIARIES AND ASSOCIATES:

Your Company has four subsidiaries as at March 31, 2015 viz. Mangalore Liquid Impex Private Limited, Union Infrastructure Solutions Private Limited, Peninsular Tankers Private Limited and Ruchi Renewable Energy Private Limited. and an associate partnership firm, namely Narang & Ruchi Developers.

Ruchi Renewable Energy Private Limited became the subsidiary of the Company during the year. Ruchi Resources Pte Ltd, a foreign subsidiary of the company was voluntarity wound up with effect from 18th February, 2015 in the absense of operations.

In accordance with the Companies Act, 2013 and Accounting Standard (AS)-21 on consolidated Financial Statement, the audited consolidated financial statement is provided in the Annual Report.

The statement containing salient features of the financial statement of its subsidiaries and associate partnership firm is attached with the standalone financial statement in prescribed form AOC-1.

The Policy for determining material subsidiaries as approved by the Board of Directors of the company may be accessed on the Company's website www.ruchiinfrastructure.com.

9. CORPORATE GOVERNANCE:

The Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company's Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under Section 134(3)(c) of the Companies Act, 2013, your directors subscribed to the "Directors' Responsibility Statement" and confirm as under:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors had selected appropriate accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2015 on a 'going concern' basis.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. PARTICULARS OF EMPLOYEES:

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure II.

There are no employees, particulars of which are required to be furnished in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of The Companies (Accounts) Rules, 2014 has been annexed as Annexure III.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website www.ruchiinfrastructure.com.

Your Directors draw attention of the members to Note 46 to the financial statement which sets out related party disclosures.

14. AUDIT AND AUDITOR'S REPORT: Statutory Auditor:

The Statutory Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants (Firm Reg. No. 0743C) were appointed as Statutory Auditor of the company from the conclusion of Thirtieth Annual General Meeting till the conclusion of Thirty Fifth Annual General Meeting (subject to ratification by the members at every Annual General Meeting).

In view of the above, the existing appointment of M/s Ashok Khasgiwala & Co., Chartered Accountants, covering the period from the conclusion of this ensuing AGM until the conclusion of the next Annual General Meeting to be held for the financial year 2015-16, is being placed for member's ratification.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Auditor:

M/s K. G. Goyal & Co., Cost Accountants (Registration No. 00017/07/2008) of Jaipur have been re-appointed to conduct audit of the Cost Accounting records of the Company for the financial year 2015-16.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended March 31, 2015 issued by Mr. Prashant Diwan, Practicing Company Secretary is annexed herewith as Annexure IV to this report. On the remark of the Secretarial Auditors, the Board submits that for certain period of time during the year under review, the composition of Board required an independent director. The Company is in receipt of notices in terms of provisions of Section 160 of the Companies Act, 2013 proposing candidature of two independent directors. Such proposals, if approved at the ensuing AGM, will render the composition of the Board in compliance with clause 49 II A (2) of the Listing Agreement. The Board has also constituted Risk Management Committee during the financial year 2015-16.

15. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company and the same is attached to the Directors' Report as Annexure V.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR policy may be accessed on the Company's Website www.ruchiinfrastructure.com. The Annual Report on CSR activities is annexed herewith marked as Annexure VI.

17. RISK MANAGEMENT:

Your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing and identification of the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks. Such Committee is in the process of reframing the policy for continuing business of the Company. The Board regularly reviews the risk management stategy of the Company to ensure the effectiveness of risk management policy and procedures.

18. VIGIL MECHANISM:

The Company has established a vigil mechanism/ Whistle Blower Committee, in which the genuine concerns are expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The vigil mechanism policy may be accessed on the Company's website www.ruchiinfrastructure.com.

19. BOARD COMMITTEES:

Various committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee, Risk Management Committee, have been constituted by the Board of Directors.

All decision pertaining to the constitution of committees, appointment of members and fixing the terms of reference / role of the Committees are taken by the Board of Directors.

Detail of the role and composition of relevant Committees, including the number of meetings held during the financial year and attendance at such meetings, are provided in the Corporate Governance Report Section of the Annual Report.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year under review:

No. of complaints received : Nil

No. of complaints disposed off : Not Applicable.

21. OTHER DISCLOSURES:

Details in respect of adequecy of internal financial controls has been provided separately in Management Discussion and Analysis Report. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under 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 under any scheme.

4. Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

22. ACKNOWLEDGMENT:

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place:Mumbai Dinesh Shahra

Date :August 14, 2015 Managing Director


Mar 31, 2014

Dear Shareholders,

The directors have pleasure in presenting the Thirtieth Annual Report together with the Audited Statement of accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS:

2013-2014 2012-2013 (Rs. in Crore) (Rs. in Crore)

Revenue from operations 3770.14 2272.89

Profit before depreciation and tax 18.81 39.50

Depreciation 19.66 22.23

Profit before taxation (0.85) 17.27

Provision for taxation (1.78) 11.89

Provision for tax for earlier years — —

Profit after taxation 0.93 5.38

Balance brought forward from previous year 26.69 27.58

Amount available for appropriation 27.62 32.96

APPROPRIATION

General Reserve — 1.00

Proposed Dividend

– Preference 3.28 3.28

– Equity 1.23 1.23

– Tax on dividend 0.77 0.76

Balance as at end of the year 22.34 26.69

27.62 32.96

DIVIDEND:

Your directors recommend dividend on 54,60,613 6% Non Convertible Cumulative Redeemable Preference Shares of Rs. 100/- each amounting to Rs. 3.28 crore.

Your directors also recommend dividend of 6% (Rs. 0.06 per share on face value of Rs. 1/-) on equity capital of Rs. 20.52 crore for the year under review as against 6% (Rs. 0.06 per share on face value of Re. 1/-) for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs. 5.27 crore as against Rs. 5.27 crore in the previous year.

OPERATIONS:

During the year under review, the revenue from operations of your Company increased to Rs. 3,770.14 crore from Rs. 2,272.89 crore in the previous year. However, the Profit before depreciation and tax decreased to Rs. 18.81 crore from Rs. 39.50 crore in the previous year, on account of (a) lower capacity utilization of the refining capacity and absorption of costs primarily due to inverted import duty structure of edible oil and (b) increase in foreign currency hedging cost during the year.

The company has incurred loss of Rs. 0.85 crore as compared to profit before tax of Rs. 17.27 crore in the previous year. After write back of Deferred Taxes, there is a Profit after Tax of Rs. 0.93 crore against Rs. 5.38 crore in the previous year.

FUTURE OUTLOOK:

The company will continue to focus on expanding the business of storage infrastructure and allied business activities, keeping in view the strong business potential in line with the increase in GDP growth, Government''s attention on improving infrastructure, encouragement for cost effective storage of commodities to support supply chain efficiencies for deriving better value for the farming community and overall rural development.

Your Company is awaiting due allotment of land at Krishnapatnam Port for construction of Liquid Storage Tanks. The Company foresees better utilisation of storage capacities at the ports in view of the growing demand for storage infrastructure.

The company had entered into a Business Transfer agreement with Ruchi Soya Industries Limited, pursuant to the approval of the members of the company, for sale and transfer of oil refining business of the Company being run at its plant situated at Kakinada, in the state of Andhra Pradesh on ''going concern'' basis. Necessary approvals are being obtained and the process of completion is in progress. Post such sale the Company would be focusing on its core storage Infrastructure business.

DIRECTORS:

Mr. Dinesh Khandelwal and Mr. Naveen Gupta retire by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offer themselves for re-appointment.

The Company is in receipt of Notices in terms of provisions of Section 160 of the Companies Act, 2013 for candidature of Mr. Sajeve Deora, Mr. Kantaprasad Harigovind Mandhana and Mr. Navamani Murugan as Independent Directors.

In accordance with Clause 49(IV)(G)(1) of the Listing Agreement, the information of the directors retiring by rotation at the ensuing Annual General Meeting is given in para 2 of Corporate Governance Report.

Mr. Enikapati Srinivasulu has resigned from the post of Manager of the Company with effect from January 12, 2014.

Mr. Dinesh Shahra, director of the Company has been appointed as Managing Director of the Company, with effect from August 14, 2014 subject to the approval of the members of the Company at the ensuing Annual General Meeting in accordance with the provisions of Sections 196 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SUBSIDIARY COMPANIES:

Your Company has four subsidiaries as at March 31, 2014 viz. Ruchi Resources Pte. Ltd., Mangalore Liquid Impex Pvt. Ltd., Union Infrastructure Solutions Pvt. Ltd. and Peninsular Tankers Pvt. Ltd.

The Company has complied with the conditions of General Circular No. 2 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India and availed exemption from compliance of Section 212 of the Companies Act, 1956. Hence, the annual accounts of the subsidiary companies, directors and auditors reports thereon do not form part of the Annual Report of the Company.

The Company undertakes to provide annual accounts of the subsidiary companies and the related detailed information to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the registered office of the holding company and of subsidiary companies concerned.

Your Board is in the process of reviewing the past performance and business outlook of all the subsidiaries for taking suitable action plan, keeping in view the business potential and contribution of each of the subsidiaries in improving the long term value of your Company.

CORPORATE GOVERNANCE:

The Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company''s Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the "Directors'' Responsibility Statement" and confirm as under:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors had selected appropriate accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2013-14 and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with the rules thereunder, form part of this Report. However, as per the provisions of Section219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts excluding the statement of particulars of employees, are being sent to the shareholders of Company. Any shareholder interested in obtaining the statement may write to the Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure ''A'' forming part of this Report.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

AUDITORS:

The Statutory Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

M/s K. G. Goyal & Co., Cost Accountants (Registration No. 00017/07/2008) have been re-appointed to conduct audit of the Cost Accounting records of the Company for the financial year 2014-15.

ACKNOWLEDGMENT:

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place:Mumbai Dinesh Shahra

Date :August 14, 2014 Managing Director


Mar 31, 2013

Dear Shareholders,

The directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Statement of accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs. in Crore) (Rs. in Crore)

Revenue from operations 2272.89 2964.27

Profit before depreciation and tax 39.50 39.40

Depreciation 22.23 26.00

Profit before taxation 17.27 13.40

Provision for taxation 11.89 3.50

Provision for tax for earlier years 0.65

Profit after taxation 5.38 9.25

Balance brought forward from previous year 27.58 27.57

Amount available for appropriation 32.96 36.82

APPROPRIATION

General Reserve 1.00 4.00

Proposed Dividend

– Preference 3.28 3.28

– Equity 1.23 1.23

– Tax on dividend 0.76 0.73

Balance as at end of the year 26.69 27.58

32.96 36.82

DIVIDEND:

Your directors recommend dividend on 54,60,613 6% Non Convertible Cumulative Redeemable Preference Shares of Rs. 100/- each amounting to Rs. 3.28 crore.

Your directors also recommend dividend of 6% (Rs. 0.06 per share on face value of Rs. 1/-) on equity capital of Rs. 20.52 crore for the year under review as against 6% (Rs. 0.06 per share on face value of Rs. 1/-) for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs.5.27 crore as against Rs. 5.24 crore in the previous year.

OPERATIONS:

During the year under review, the revenue from operations of your Company decreased to Rs. 2,272.89 crore from Rs. 2,964.27 crore in the previous year. Profit before depreciation and tax marginally increased to Rs. 39.50 crore from Rs. 39.40 crore in the previous year. Profit before tax has gone up to Rs. 17.27 crores from Rs. 13.40 crores. However, due to higher provision for taxation, the Profit after tax has declined to Rs. 5.38 crores as against Rs. 9.25 crores in the previous year.

FUTURE OUTLOOK:

Your Company is in advance stage of acquiring land at Krishnapatnam Port for construction of Liquid Storage Tanks to cater to the growing requirements.

According to the industry estimates, the consumption of edible oil is expected to increase from the current level of approximately 17 Million MT to over 21 Million MT by the year 2015. Due to lower domestic supply, the import of edible oil will rise to meet the demand-supply gap, offering good business opportunities for storage facilities at ports.

Recently the Company has been selected for setting up new warehousing facilities at 16 locations in the state of Madhya Pradesh under the M.P. Government Warehousing & Logistic Policy 2012 to establish additional capacity of around 2,07,000 MT. This is in addition to existing warehousing facilities of 2,16,000 MT at 22 locations.

The Company is also exploring opportunity in supply chain businesses to increase the volume of operations and as value to the stake holders.

DIRECTORS:

Mr. Dinesh Shahra and Mr. Kanta Prasad Mandhana retire by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offer themselves for re-appointment.

In accordance with Clause 49(IV)(G)(1) of the Listing Agreement, the information of the directors retiring by rotation at the ensuing Annual General Meeting is given in para 2 of Corporate Governance Report.

Mr. Enikapati Srinivasulu has been appointed as Manager of the Company in accordance with Section 269 of the Companies Act, 1956 with effect from February 27, 2013.

SUBSIDIARY COMPANY:

Your Company has four subsidiaries as at March 31, 2013 viz. Ruchi Resources Pte. Ltd., Mangalore Liquid Impex Pvt. Ltd., Union Infrastructure Solutions Pvt. Ltd. and Peninsular Tankers Pvt. Ltd.

The Company has complied with the conditions of General Circular No. 2 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India and availed exemption from compliance of Section 212 of the Companies Act, 1956. Hence, the annual accounts of the subsidiary companies, directors and auditors reports thereon do not form part of the Annual Report of the Company.

The Company undertakes to provide annual accounts of the subsidiary companies and the related detailed information to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the registered office of the holding company and of subsidiary companies concerned.

CORPORATE GOVERNANCE:

The Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company''s Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the "Directors'' Responsibility Statement" and confirm as under:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors had selected appropriate accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2012-13 and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2013 on a ‘going concern'' basis.

PARTICULARS OF EMPLOYEES:

There are no employees, particulars of which are required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with the rules there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure ‘A'' forming part of this Report.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

AUDITORS:

The Statutory Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

M/s. K. G. Goyal & Co., Cost Accountants (Registration No. 00017/07/2008) of Jaipur have been re-appointed to conduct audit of the Cost Accounting records of the Company for the financial year 2013-14.

ACKNOWLEDGMENT:

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place:Mumbai Dinesh Shahra

Date :May 30, 2013 Director


Mar 31, 2012

The directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS:

2011-2012 2010-2011 (Rs. in crore) (Rs. in crore)

Total Revenue 2,964.27 1,752.63

Profit before depreciation and tax 39.40 49.39

Depreciation 26.00 26.18

Profit before extraordinary item and tax 13.40 23.21

Extraordinary Item — (1.16)

Profit before taxation 13.40 24.37

Provision for taxation 3.50 4.20

Provision for tax for earlier years 0.65 (0.17)

Profit after taxation 9.25 20.34

Balance brought forward from previous year 27.56 22.94

Amount available for appropriation 36.81 43.28

APPROPRIATION

General Reserve 4.00 10.00

Proposed dividend - Preference 3.28 3.28

- Equity 1.23 1.64

Tax on dividend 0.73 0.80

Balance as at end of the year 27.57 27.56

36.81 43.28

DIVIDEND:

Your directors recommend dividend on 54,60,613, 6% Non Convertible Cumulative Redeemable Preference Shares of Rs. 100/- each amounting to Rs. 3.28 crore.

Your directors also recommend dividend of 6% (Rs. 0.06 per share on face value of Rs. 1/-) on equity capital of Rs. 20.52 crore for the year under review as against 8% (Rs. 0.08 per share on face value of Rs. 1/-) for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs. 5.24 crore as against Rs. 5.72 crore in the previous year.

OPERATIONS:

During the year under review, the total revenue of your Company increased to Rs. 2,964.27 crore from Rs. 1,752.63 crore in the previous year, recording a growth of over 69%. The Profit before depreciation and tax decreased to Rs. 39.40 crore from Rs. 49.39 crore in the previous year, primarily due to higher cost of raw materials and unfavourable foreign exchange fluctuations. Profit after tax of Rs. 9.25 crore was recorded during the year as against Rs. 20.34 crore in the previous year.

FUTURE OUTLOOK:

The existing infrastructure for storage facilities for edible oils, petroleum, liquid bulk chemicals etc., has the propensity to scale up in the long run. The long term potential for growth in this sector is, therefore, promising and the demand for infrastructural requirements is likely to grow in future.

Keeping in view the demand for liquid storage at port based areas, your Company is examining the possibilities of expanding capacities at existing locations and is exploring new locations to cater to the growing requirements.

The demand for quality warehouses has been high. The business of good quality warehousing for agri-commodities has a good future. Having established ourselves as one of the major players of quality warehousing in Madhya Pradesh, we are examining the possibility of further extension and diversification of services.

According to the industry estimates, the consumption of edible oil is expected to increase from the current level of approximately 17 Million MT to over 21 Million MT by the year 2015. Due to lower domestic supply, the import of edible oil will rise to meet the demand-supply gap, offering good business opportunities for the edible oil refinery of the Company.

REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS:

During the year, the Company has duly redeemed all outstanding Foreign Currency Convertible Bonds (FCCBs) on due date in accordance with the terms and conditions of issue of such FCCBs.

As on March 31, 2012, there was no bond / securities issued by the Company having convertibility option.

DIRECTORS:

Mr. Sajeve Deora and Mr. Vijay Kumar Jain retire by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANY:

The Company has complied with the conditions of General Circular No. 2 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India and availed exemption from compliance of Section 212 of the Companies Act, 1956. Hence, the annual accounts of the subsidiary companies, directors and auditors reports thereon, do not form part of the Annual Report of the Company.

CORPORATE GOVERNANCE:

The Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company's Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the "Directors' Responsibility Statement" and confirm as under:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors had selected appropriate accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2011-2012 and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

PARTICULARS OF EMPLOYEES:

There are no employees, particulars of which are required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with the rules there under.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure 'A' forming part of this Report.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

AUDITORS:

The Statutory Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

M/s K. G. Goyal & Co., Cost Accountants (Regn. No. 00017/07/2008) of Jaipur have been appointed to conduct audit of the Cost Accounting records of the Company for the year 2012-13 vide Central Government's Order No. 52/26/CAB/2010 dated January 24, 2012.

ACKNOWLEDGMENT:

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai Dinesh Shahra

Date : August 14, 2012 Director


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS :

(Rs. in Crore)

2010-2011 2009-2010

Sales & Services 1,756.44 1,466.75

Profit before depreciation, tax & extraordinary items 49.94 52.82

Less : Depreciation 26.18 23.98

Profit before prior period adjustments, tax & extraordinary items 23.76 28.84

Less : Prior period adjustments 0.55 —

Profit before tax 23.21 28.84

Less : Provision for current tax 6.85 4.60

Less : Provision for deferred tax (2.65) (0.56)

Less : Short/(Excess) provision for taxation of earlier year (0.17) —

Profit after tax before extraordinary items 19.18 24.80

Add : Extraordinary item (net of tax) 1.16 9.75

Profit after tax 20.34 34.55

Add : Balance brought forward from previous year 22.94 4.13

Amount available for appropriation 43.28 38.68

APPROPRIATIONS :

General reserve 10.00 10.00

Dividend on preference shares 3.28 3.28

Dividend on equity shares 1.64 1.63

Tax on dividend 0.80 0.83

Surplus carried to balance sheet 27.56 22.94

43.28 38.68

DIVIDEND :

Your Directors recommend dividend on 54,60,613 - 6% Non Convertible Cumulative Redeemable Preference Shares of Rs.100/- each amounting to Rs.3.28 Crore.

Your Directors also recommend dividend of 8% (Re.0.08 on face value of Re.1/-) on equity capital of Rs.20.52 crore for the year under review as against 8% (Re.0.08 on face value of Re.1/-) for the previous year. The total outgo on account of dividend and tax thereon amounts to Rs.5.72 Crore as against Rs.5.74 Crore in the previous year.

OPERATIONS :

During the year under review, the sales and services of your Company have increased to Rs.1,756.44 Crores from Rs.1,466.75 Crores in the previous year, recording a growth of over 19%. In view of intense competition and challenging business environment, the Operating Profit has been recorded at Rs.49.94 Crores aginst Rs.52.82 Crores in previous year. Due to decline in the extraordinary item income in the year under review, the profit after tax is recorded at Rs.20.34 Crores in comparison to Rs.34.55 Crores for the previous year.

FUTURE OUTLOOK :

The demand for edible oil in India has been stable and growing in line with the higher disposable income. In view of the demand- supply gap, over 53% of the domestic edible oil consumption is met by imports and the share is expected to increase in future. Your company is hopeful of utilizing the port based edible oil refining facility at Kakinada, Andhra Pradesh State at a higher level in future.

The operations with respect to Agri-Warehouses in Madhya Pradesh have stabilized. In the backdrop of the current economic scenario regarding availability of food and food prices, Food Security Act, Government initiatives for encouraging modern warehousing and anticipated demand for development of back-end for retail, the Company would like to expand the foot-print further and emerge as a leader in the area of storage of various kinds of agri-commodities.

The new policies and developments in the market are expected to generate not only higher revenues, but also fixed and long-term demands for storage space and allied services, for which the Company has already established a sound base.

Your company has been allotted 14,550 sq. mtrs. of land by Kandla Port Trust for construction of Liquid Storage Tanks recently. Keeping in view the demand for Liquid storage at port based areas, your company is looking forward to set up substantial additional storage capacity for liquid cargo in the years to come.

DIRECTORS :

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 82(1) of the Articles of Association of the Company, Mr. Vijay Kumar Jain was appointed as an Additional Director on the Board of Directors of the Company with effect from November 10, 2010. The Company has received a notice from a member, along with a deposit in terms of Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director of the Company.

Mr. Naveen Gupta and Mr. Navamani Murugan retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offers themselves for re-appointment.

As per Clause 49(IV)(G) of the Listing Agreement, the information in detail about Mr. Naveen Gupta and Mr. Navamani Murugan, the retiring Directors at the ensuing Annual General Meeting, is given in para 2 of the Corporate Governance Report.

SUBSIDIARY COMPANIES :

The Company has complied with the conditions of General Circular No. 2 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India and availed exemption from compliance of Section 212 of the Companies Act, 1956. Hence, the annual accounts of the subsidiary companies, directors and auditors reports thereon, do not form part of the Annual Report of the Company.

The Company undertakes to provide annual accounts of the subsidiary companies and the related detailed information to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the registered office of the holding company and of the subsidiary companies concerned.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, a report on compliance of Corporate Governance is made as a part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 21 7(2AA) of the Companies Act, 1956, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2011 the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected appropriate accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2010-2011 and of the profit of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2011 on a 'going concern' basis.

PARTICULARS OF EMPLOYEES :

There is no employee, particulars of which is required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with the rules there under.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE :

Information required under Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this Report.

FIXED DEPOSITS :

During the year under review, the Company has not accepted any deposits from the public.

AUDITORS :

Members of the Company on August 1, 2011 appointed, by way of postal ballot, M/s. Ashok Khasgiwala & Co., Chartered Accountants as the statutory auditors of Company to fill up the casual vacancy in the office of statutory auditors of the Company. The Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENTS :

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks and Stakeholders of the Company and look forward to their continued support. Your Directors also express their appreciation for the dedicated and sincere services rendered by the employees of your Company.

For and on behalf of the Board of Directors

Place : Mumbai Dinesh Shahra

Date : August 27, 2011 Director


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Rs. in Crore) 2009-2010 2008-2009

Sales & Services 1,463.95 1,173.28

Profit before Depreciation, Tax & Exceptional Items 52.82 5.41

Less: Depreciation 23.98 20.76

Profit before Tax & Extraordinary 28.84 (15.35)

Less: Provision for Tax 4.60 -

Less: Provision for deferred tax (0.56) 2.10

Less: Provision for fringe benefit tax - 0.13

Profit after Taxation 24.80 (17.58)

Add: Extraordinary Items (Net of Tax) 9.75 5.65

Net Profit after Tax 34.55 (11.93)

Add: Balance brought forward from previous year 4.13 21.32

Amount available for appropriation 38.68 9.39

APPROPRIATIONS :

General Reserve 10.00 -

Dividend on Preference Shares 3.28 3.28

Dividend on Equity Shares 1.63 1.22

Tax on Dividend 0.83 0.76

Surplus Carried to Balance Sheet 22.94 4.13

38.68 9.39

DIVIDEND :

Yours Directors are pleased to recommend payment of dividend as under :

(Rs. in Crore) 2009-2010 2008-2009

(i) 6% (Rs.6/- per share) on 54,60,613 Cumulative Redeemable Preference Shares of Rs.100/- each 3.28 3.28

(ii) 8% (Re.0.08 per share) on 20,36,59,942 Equity Shares of Re. 1/- each for the fina- ncial year under review as against 6% (Re.0.06 per share) on 20,29,82,800 Equity Shares of Re.1/- each for the previous year 1.63 1.22

Total: 4.91 4.50

The total outgo on account of dividend and tax thereon amounts to Rs.5.74 Crore as against Rs.5.26 Crore in the previous year.

OPERATIONS :

During the year under review, the sales and services of your Company have increased to Rs.1,463.95 Crores from Rs.1,173.28 Crores in the previous year, recording a growth of 25%. The Company’s Profit before depreciation, tax and exceptional items increased to Rs.52.82 Crores from Rs.5.41 Crores in the previous year reflecting a healthy growth. Your Company has posted a Net profit of Rs.34.55 Crore during the current financial year (Net loss of Rs.11.93 Crore for the Previous Year). Increase in profit is mainly due to improved performance of the Oil Division.

FUTURE OUTLOOK :

The company is optimally utilising the refining facilities at Kakinada, A.P., strengthening the sales and distribution channel and improved retail sales volume. In view of the current economic and rural income growth, coupled with expected increase in oil consumption patterns, the future seems lucrative potential for the value added products of the Company.

The Company is looking at active participation & focus with respect to development of modern warehousing & construction of silos for storage of various agri-commodities as well as augmenting storage facilities for liquid cargo at ports & potential inland locations.

Growth in Infrastructure is critical for the rapid economic growth of India. The Company has engaged itself in this direction of growth by showing more active participation in Real Estate business / township development / commercial & residential premises.

DIRECTORS :

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 82(1) of the Articles of Association of the Company, Mr. Sajeve Deora was appointed as an Additional Director on the Board of Directors of the Company with effect from 13th November, 2009. The Company has received a notice from a member, along with a deposit in terms of Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director of the Company.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 82(1) of the Articles of Association of the Company, Mr. Navin Khandelwal was appointed as an Additional Director on the Board of Directors of the Company with effect from 13th November, 2009. The Company has received a notice from a member, along with a deposit in terms of Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director of the Company.

Mr. Dinesh Khandelwal retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offers himself for re-appointment. As per clause (IV)(G) of the Listing Agreement, the information in detail about Mr. Dinesh Khandelwal is included in the Corporate Governance Report.

SUBSIDIARY COMPANIES :

The Report of Directors and Statement of Accounts of subsidiary Peninsular Tankers Pvt. Ltd., RIFL Energy Pvt. Ltd. and Ruchi Resources Pte. Ltd. together with the Auditors’ Report thereon, are attached. The requisite statement pursuant to Section 212 of the Companies Act, 1956, related to these subsidiary companies is also attached herewith.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, a report on compliance of Corporate Governance is made as a part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that :

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected appropriate accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2009-2010 and of the profit of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern’ basis.

PARTICULARS OF EMPLOYEES :

Particulars of employees as required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with the rules there under, form part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of your Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy, may write to the Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure forming part of the Directors’ Report.

FIXED DEPOSITS :

During the year under review, the Company has not accepted any deposits from the public.

AUDITORS :

The Auditors M/s.M.M. Singla & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENTS :

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks and Stakeholders of the Company and look forward to their continued support. Your Directors also express their appreciation for the dedicated and sincere services rendered by the employees of your Company.

For and on behalf of the Board of Directors

Dinesh Shahra Director

Place : Mumbai Date : August 30, 2010

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