ruchi infrastructure ltd Directors report

DIRECTORS

Dear Members,

Your Directors have pleasure in presenting the 24^th Annual Report with the Audited Statements of Accounts of the Company for the period of nine months ended on 30^th June, 2013.

FINANCIAL RESULTS

		(Rs. In Lac)
	Period ended 30.06.2013	Year ended 30.09.2012
	9 Months	12 Months
Net Sales	22169.22	22107.13
Profit Before Interest, Depreciation and Tax	2637.97	2919.28
Interest & Financial Charges	694.38	695.17
Profit Before Depreciation & Tax	1943.59	2224.11
Less: Depreciation	461.38	623.18
Profit Before Tax	1482.21	1600.93
Provision for Taxation	296.43	79.97
Profit After Tax	1185.78	1520.96
Add / (Less): Prior Period Adjustment	0.00	0.00
Net Profit carried to Balance Sheet	1185.78	1520.96

OPERATIONAL PERFORMANCE

The net sales from operation for the period of 9 months under review increased to Rs. 22169.22 Lac from Rs.22107.13 Lac in the previous year, a rise of 33.71% on annualized basis. Though the turnover increased on annualized basis in the period under review, profitability was under pressure due to rise in raw material cost, increased financial cost resulting from higher borrowings for working capital and higher tax provisions during the period compared to previous 12 months ended 30.09.2012.

DIVIDEND

Your Directors do not recommend any dividend for the 9 months period ended 30.06.2013 with a view to conserve resources for the expanding activities of the Company.

FIXED DEPOSITS

During the period under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORATE

Under the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Ritesh Khetan and Mr. Prajesh Shah retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. There was no change in the Board of Directors of the Company during the period under report.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange, separate sections on Corporate Governance and Management Discussion & Analysis together with a Certificate from the Company’s Auditors on compliance have been included in this Annual Report.

AUDITORS

M/s. R.R. Mandali & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

COMMENT ON AUDITORS’ REPORT

There is no adverse comment mentioned in the Audit Report which requires any clarification or explanation as required under the provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES AND OTHERS

The Company does not have any employee receiving remuneration of Rs. 5,00,000/- & more per month i.e. Rs. 60,00,000/- & more per annum and therefore no particulars are required to be furnished under Section 217 (2A) of the Companies Act, 1956.

INFORMATION ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Energy conservation measures are taken on a continuing basis on various fields, which have yielded positive results in reducing energy consumption.

The Company is not covered under the list specified in Form ‘A’ of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNINGS AND OUTGO	(Rs. in Lacs)
a Expenditure incurred in Foreign Currency	Nil
b Earnings in Foreign Currency (FOB Value)	Nil

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm having:

i) followed in preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any;

ii) 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 of the Company for that year;

iii) taken proper and sufficient care, to the best of their knowledge and ability, 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;

iv) prepared the Annual Accounts on a going concern basis.

STATUTORY DISCLOSURES

None of the Directors is disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors have made the requisite disclosures as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

APPRECIATION

Your Directors place on record their deep appreciation for the continued valuable contribution and the spirit of dedication of the employees at all levels. Your Directors also express their deep gratitude for the cooperation and support extended by the financial institutions, banks, Government authorities / agencies and other stakeholders.

	For & On Behalf of the Board
Place : Mumbai.	RAJESH SHETH
Date : 22.11.2013	CHAIRMAN