BOARD'S REPORT

TO

THE MEMBERS OF

RIDDHI SIDDHI GLUCO BIOLS LIMITED

Your Directors are pleased to present the 24th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2015

DIVIDEND:

Your directors recommended a dividend of Rs. 3/ per share of Rs. 10/- face value i.e. 30% on the paid up equity share capital of Company and dividend of 8% on non-cumulative redeemable preference shares of Rs. 500 lacs. The total outgo towards dividend would be Rs. 254.09 lacs. (Excluding dividend tax).

FIXED DEPOSIT:

During the period under review Company has not accepted or renewed any deposits from the public.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mr. Ganpatraj L. Chowdhary a, Director of the Company will retire by rotation in the ensuring Annual General Meeting and being eligible offer himself for reappointment.

Pursuant to provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1, 2015, Ms. Vaishali Patel was appointed as Women Director of the Company.

Pursuant to provisions of Section 161(1) of the Companies Act, 2013 Mr. Siddharth Chowdhary (DIN: 01798350) was appointed as an additional director of the Company w.e.f. 21st May, 2015 and he shall hold office till the date of this Annual General Meeting.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

NUMBER OF MEETINGS OF THE BOARD

During the year, five Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

The Directors hereby confirm that:-

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 at the end of the financial year and of the profit and loss of the company for that period;

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. the directors had prepared the annual accounts on a going concern basis;

5. 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

6. 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.

DETAILS OF COMMITTEE OF DIRECTORS :

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The report on CSR activities pursuant to clause (o) sub-section (3) of section 134 of The Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014 is in Annexure I to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its Committees and individuals. The result of the evaluation is satisfactory and adequate and meets the requirements.

INTERNAL CONTROL SYSTEMS

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

SHARE CAPITAL

The paid up equity share capital as at 31st March, 2015 is Rs. 7,13,63,860 (Previous year Rs. 9,47,83,000). During the year under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employees stock option scheme. The Company has bought back 23,41,914 fully paid-up equity shares of Rs.10/- per equity shares at the rate of Rs.  450 per equity shares after complying with the provisions of Companies Act, 2013and the Rules framed there under. The said buy back was made through "Tender Offer" route as prescribed under the SEBI (Buy-Back of Securities) Regulations, 1998.

SHARE PURCHASE AGREEMENT

The Company on receipt of approval from the Board of Directors in their meeting held on May 21, 2015, has entered into a Share Purchase Agreement (SPA) with the Promoters and entities forming part of the promoter group of Shree Rama Newsprint Limited (Target Company) for acquiring 2,82,77,677 equity shares of Rs.  10 each, constituting 48.62% of the total paid up equity share capital of Target Company at a total consideration of Rs.  1 lac. The said acquisition would be subject to the terms of the SPA and necessary statutory and regulatory approvals, as may be required. Further, the Company would be allotted 6,00,00,000 equity shares of Rs.  10 each at par on preferential allotment basis in the Target Company.

In connection with the aforesaid, the Company in compliance with the Securities and Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 2011 has initiated the process of Open offer for acquisition of public equity shares of the Target Company upto 3,85,21,089 Equity shares of Rs. 10 each representing 26% of the Emerging Paid Up Equity share capital of the Target Company. 

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary or associate company within the meaning of Section 2(6) of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure II".

APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy and defined the scope of the Committee which is line with the provisions of the Companies Act, 2013. The policy is available on Company's website at www.riddhisiddhi.co.in

WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy which is available at the Company's website at www.riddhisiddhi,co,in  

RISK MANAGEMENT:

During the year, the Management of the Company had evaluated the existing Risk Management Policy of the Company. The Risk Management policy has been reviewed and found adequate and sufficient to the requirement of the Company. The Management has evaluated various risk and that there is no element of risk identified that may threaten the existence of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

During the period under review there were no contracts or arrangements were made with the related parties as provided under section 188 of the Companies Act, 2013. In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.riddhisiddhi,co,in

LISTING OF SHARES

Equity Shares of Company continue to be listed on Bombay Stock Exchange Ltd. (BSE). The Company has paid the requisite listing fees to the stock exchange.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, particulars with respect to Conservation of Energy, Technology Absorption are not applicable in the relevant year as Company was not engaged in any manufacturing activity during the year under review. While there is no Foreign Exchange Earnings during the relevant period the Outgo was to the tune of Rs.  76.82 Lacs towards interest and others.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as per Annexure - III

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure -IV of this report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed M/s. Ravi Kapoor & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2015. Secretarial Audit Report issued by M/s. Ravi Kapoor & Associates, Company Secretaries, in form MR-3 forms part of this report and marked as "Annexure-V"

CASH FLOW STATEMENT

As required under clause 32 of the listing agreement with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.

AUDITORS

As the members are aware in accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 117365W), were appointed as Statutory Auditors of the Company in the last Annual General Meeting (AGM) for a period of three consecutive years till the conclusion of twenty fifth AGM of the Company to be held in the year 2016. The appointment of Statutory Auditors has to be ratified at every AGM. The Statutory Auditors, being eligible, offer themselves for re-appointment. The Company has obtained a written consent and a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be in accordance with the conditions as may be prescribed and they fulfill the criteria laid down in Section 141 of the Companies Act, 2013. Based on the recommendations of the Audit Committee, the Board has recommended the ratification of appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors of the Company to hold office till the conclusion of the twenty fifth Annual General Meeting to be held in the year 2016, subject to ratification of their appointment in every AGM.

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT:

The Statutory Auditors have qualified the account on the trade receivables of Rs. 7594.82 lacs(Previous Year Rs. 7,623.55 lacs) pertaining to various commodities contract executed through brokers on the National Spot Exchange Limited (NSEL). As explained in Note 28 of the Annual Accounts, the Company has pursued legal action against NSEL through Investor Forum and various Statutory Agencies have been taking appropriate action on the recovery of dues from various borrowers of NSEL. The company therefore believes that the outstanding dues could be recovered over a period of time and hence no provision is required to be made as of March 31, 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3) (i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report

SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company's operations in future.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co-operation and support received from the Central Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions and Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees, which has contributed in taking the Company on the path of prosperity. Your Directors further thank the fraternity of Members/Shareholders for their continued confidence reposed in the management of the Company.

For and on behalf of the Board of Directors

Ganpatraj L. Chowdhary

Chairman and Managing Director DIN: 00344816

 Place: Ahmedabad

Date : 29th May, 2015