DEAR SHAREHOLDERS,

Your 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

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. 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

Dinesh Shahra  

Managing Director

Place : Mumbai

Date : August 14, 2015