RCL Foods Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the Twenty Fifth Annual Report together with Audited accounts for the year ended 31.03.2017.

1. FINANCIAL RESULTS:

The financial results for the year ended 31.03.2017 and for the previous year 31.03.2016 are as under:

PARTICULARS	March 31, 2017	March 31, 2016
Income	1,34,40,471	1,56,26,387
Less: Expenditure	1,27,41,021	1,73,17,377
Profit before depreciation & Tax	6,99,450	(16,90,990)
Less: Depreciation	23,20,703	28,73,912
Profit before tax	(16,21,253)	(45,64,902)
Less: Current tax	0	0
Less: Deferred Tax	(2,78,420)	(4,08,896)
Profit after Tax	(13,42,833)	(41,56,007)

2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Manufacturing and Trading of ready to eat food products and processed foods. There is no change in the nature of business during the year under review.

3. DIVIDEND & RESERVES:

In view of losses, your Directors do not recommend any dividend for the year. No amount is proposed to be transferred to Reserves during the year.

4. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto.

5. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT 9 for the year ended 31.03.2017 is attached as Annexure "A".

6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company is not having any subsidiary, associate and joint venture company. Hence, the reporting under this clause does not arise.

7. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

8. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not invested in securities and the loans advanced are within the limits obtained in the Annual General Meeting held on December 31, 2014.

9. SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company*s operations in future.

11. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company comprises Four Directors of which two are Non-Executive Independent Directors and two are Non-Executive Promoter Directors.

Appointment/Re-Appointment:

In terms of Section 152 of the Companies Act, 2013, Mr. Nitesh Ratanchand Lodha, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. The Board recommends his continuation as Director of the Company. Mr. G Vimal Chand Chordia, was appointed as Additional Director of the Company on 03.09.2016 and subsequently confirmed as Director in the 24^th Annual General Meeting held on 08.02.2017.

Resignation:

Mr. Pramod Kumar Agarwal resigned from the Board with effect from 04.06.2016. The board expresses its sincere appreciation for the contribution made by him during his tenure as Director of Company.

B. MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board of Directors met 8 times on 30.04.2016, 04.06.2016, 20.07.2016, 31.08.2016, 03.09.2016,15.09.2016, 25.11.2016 and 21.02.2017and the gap between two Board meetings were not more than 120 days. The particulars of name of the Directors and attendance are mentioned below:

S.No	Name of the Directors	Designation & Category	No. of Meetings in the year 2016-17		Attended 24th AGM	No. of other Directorship in other Public/ Private Companies	No. of Membership / Chairmanship in Other Companies Board Committee
			Held	Attended
1	Mr. Nitesh R Lodha	Director (NED)	08	08	Yes	3	2
2	Mr. Kushal Jain	Director (NEID)	08	08	Yes	1	Nil
3	Ms. Kushbu	Director (NED)	08	08	Yes	1	Nil
4	Mr. Pramod Kumar Agarwal *	Director (NEID)	02	02	NA	Nil	Nil
5	Mr. Gumanmal Vimal Chand Chordia**	Director (NEID)	03	03	Yes	1	3

* Resigned from the Board w.e.f. 04.06.2016 ** Appointed w.e.f. 03.09.2016

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held during the year under review.

C. AUDIT COMMITTEE

The Audit committee of your company comprises of three members and the committee met 4 (Four) times on 04.06.2016, 15.09.2016, 25.11.2016 and 21.02.2017. The composition of the Audit Committee and details of meeting held are provided hereunder:

Name of Directors	Designation	Category	No. of Meetings
			Held	Attended
Mr. Kushal Jain	Chairman	Non executive & Independent director	04	04
Mr. Nitesh R Lodha	Member	Non-executive director	04	04
Mr. Pramod Kumar Agarwal *	Member	Non-executive independent director	04	01
Mr. Gumanmal Vimal Chand Chordia **	Member	Non-executive independent director	04	03

* Resigned from the Board w.e.f. 04.06.2016 ** Appointed w.e.f. 03.09.2016

The terms of reference of the Audit committee covers the matter specified under Section 177 of the Companies Act, 2013 and SEBI (LODR Regulations), 2015.

D. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration committee of your company comprises of four members and the committee met one time on 03.09.2016. The Nomination & Remuneration committee consists of the following members.

Name of Directors	Designation	Category	No. of Meetings
			Held	Attended
Mr. Kushal Jain	Chairman	Non-executive & Independent director	1	1
Ms. Kushbu	Member	Non executive director	1	1
Mr. Pramod Kumar Agarwal *	Member	Non-executive & Independent director	1	0
Mr. Gumanmal Vimal Chand Chordia **	Member	Non-executive & Independent director	1	0

* Resigned from the Board w.e.f. 04.06.2016 ** Appointed w.e.f. 03.09.2016

The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. In compliance with Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and including criteria for determining qualifications, positive attributes, independence of Directors and other matters.

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selecting candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

E. STAKEHOLDERS RELATIONSHIP COMMITTEE

a. The Stakeholders Relationship Committee is to look after transfer of shares and the investors complaints, if any, and to redress the same expeditiously. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Four meeting of the Committee was held during the year under review on 20.04.2016, 13.07.2016, 12.10.2016 and 12.01.2017. The Stakeholders relationship committee consists of the following members:

Name of Directors	Designation	No. of Meetings
		Held	Attended
Mr. Kushal Jain	Chairman	4	4
Mr. Nitesh R Lodha	Member	4	4
Mr. Pramod Kumar Agarwal *	Member	4	1
Mr. Gumanmal Vimal Chand Chordia **	Member	0	3

* Resigned from the Board w.e.f. 04.06.2016 ** Appointed w.e.f. 03.09.2016

b. The number of investor complaints received during the year is NIL

c. The number of investor complaints not solved to the satisfaction of Shareholders is NIL

d. The number of pending complaints as on date is NIL

NAME, DESIGNATION AND ADDRESS OF THE COMPLIANCE OFFICER:

Mr. Nitesh R Lodha -Compliance Officer

RCL Foods Limited

200-A Madhavaram High Road,

Madhavaram, Chennai 600 060

F. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards performance, performance of the Chairman and other Non- independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees and the Independent Directors.

G. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:

All the Independent directors of the Company have given declarations under Section 149 of the Companies Act, 2013, that they meet the criteria of independence

H. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that:

a) in the preparation of the annual accounts, 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 estimate 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 loss of the Company for that period;

c) 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;

d) the Directors had prepared the annual accounts ongoing concern basis.

e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

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.

12. AUDITORS:

M/s. Krishnan & Giri, Chartered Accountants, Chennai (FRN: 001512S), Statutory Auditors of the company, were appointed in the 22^nd Annual General Meeting of the Company for a term of five years from the conclusion of the said Annual General Meeting as per the provisions of Companies Act, 2013, subject to ratification by shareholders in every subsequent Annual General Meeting. The Board of Directors recommends the Shareholders to ratify the appointment of Statutory Auditors for the financial year 2017-2018 and fix their remuneration.

13. REPLY TO AUDITORS REMARK:

Emphasis of Matter:

In the opinion of Board of Directors, the investments are approximately of the value stated, as they are realized in the ordinary course of business.

Point No.7 of Annexure "A":

The Board will ensure that the undisputed statutory dues are deposited within the statutory time limit.

14. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. A.K. Jain & Associates, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2017. The Secretarial Audit Report (in Form MR-3) is attached as Annexure "B" to this Report.

15. COMMENTS ON SECRETARIAL AUDITORS REPORT:

The Company is taking necessary steps to comply with the provisions of Section 203 of the Companies Act, 2013. The Board of Directors will ensure that necessary forms will be filed with the Registrar of Companies and necessary compliances will be made within the stipulated time as mentioned in SEBI [Listing Obligation and Disclosure Requirements) Regulations, 2015 wherever applicable.

16. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of the Companies Act, 2013, read with Companies [Corporate Social Responsibility) Rules, 2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.

17. VIGIL MECHANISM:

In compliance with the provisions of Section 177[9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.

18. MANAGEMENT DISCUSSION ANALYSIS & REVIEW REPORT:

A detailed analysis on the performance of the industry, the company, internal control systems, risk management are enumerated in the Management Discussion and Analysis report forming part of this report and annexed as Annexure C\

19. CORPORATE GOVERNANCE:

Regulation 15 of SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015, does not apply to your Company, as the Companys equity share capital and net worth is below the threshold limit prescribed under the said Regulation. Hence, the report on Corporate Governance is not provided.

20. CODE OF CONDUCT:

A declaration signed by the Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2016-17 is given in "Annexure D".

21. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered by the company with Related Parties were in the ordinary course of business and at arms length pricing basis. The details of related party transaction pursuant to clause [h) of sub -section 134 of the Act, is enclosed in Form AOC-2 as Annexure - E.

22. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees draws remuneration of Rs. 8,50,000/- or above per month and Rs.1,02,00,000/- or above per year. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

Having regard to the provisions of Section 136(1] read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12] of the Companies Act, 2013 read with Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

23. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Audit Committee has also revisited the Risk Management Policy and has taken steps to strengthen the Risk Management process in keeping with the changes in the external environment and business needs.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. In addition to the Internal Control Systems, the Board has laid emphasis on adequate Internal Financial Controls to ensure that the financial affairs of the Company are carried out with due diligence. These are routinely tested and certified by the Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

24. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The product manufactured by the Company is material intensive and not power intensive. However, the thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken. The technology used is indigenous, neither any foreign exchange was earned nor there was any outgo of foreign exchange during the period under report. The quantitative and other details of the various raw materials used are given in Notes on Accounts to the Statement of Accounts of the Company.

25. LISTING WITH STOCK EXCHANGE

The Companys equity shares are listed in Bombay Stock Exchange.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBHITION AND 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 and Redressal], Act, 2013. During the year under review no complaints have been received.

27. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

	By Order of the Board
	For RCL FOODS LIMITED
	SD/-
Place: Chennai	Nitesh Ratanchand Lodha
Date: 01.09.2017	Chairman & Director
	[DIN:01748000]