To,
The Members,
The Directors have the pleasure of presenting the Twentieth Annual Report of your
Company together with the audited accounts for the year ended March 31, 2016.
FINANCIAL RESULTS
(Rs. In Lacs.)
| Particulars |
Year Ended on 31.03.2016 |
Year Ended on 31.03.2015 |
| Income |
106.38 |
88.94 |
| Expenditure |
104.37 |
82.40 |
| Exceptional items |
0.00 |
(1.05) |
| Gross Profit / (Loss) before Interest , Depreciation & Tax |
2.01 |
5.49 |
| Interest |
2.54 |
2.49 |
| Depreciation |
2.33 |
2.59 |
| Net Profit / (Loss) after Depreciation & Interest |
(2.86) |
0.41 |
| Provision for taxation / Deferred Tax |
(0.41) |
0.20 |
| Profit after tax |
(2.45) |
0.21 |
| Share Capital |
4.25 |
3.25 |
| Reserves & Surplus |
12.16 |
10.61 |
| EPS |
|
|
IMPORTANT PERFORMANCE PARAMETERS
| Particulars |
2015-16 |
2014-15 |
| Gross Profit Margin (%) |
2.71 |
6.03 |
| Asset Turnover (times) |
2.75 |
2.20 |
| Interest Coverage (times) |
(0.13) |
1.16 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS
Our total income Increased to INR 106.38 Lacs from INR 88.94 Lacs in the previous
year., Our total Expenses Increased to INR 104.37 Lacs from INR 82.40 Lacs in the previous
year. Our total Profit/Loss for the financial year 2015-16 is (Rs.2.45) Lacs Compared to
previous year loss Rs. 0.21 Lacs.
DIVIDEND
With a view to conserve and save the resources for future prospect of the Company, your
Directors regret to declare dividend for the financial year 2015-16 (Previous year- NIL).
TRANSFER TO RESERVES
Since company incurred negative profit during the financial year under review, there is
no amount transfer to general reserve.
DETAILS OF SIGNIFICANT ORDERS PASSED BY THE COURT: NA
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: NA
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT: NA
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees, Investments and Security covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
PUBLIC DEPOSITS
The company has not accepted any deposits from the public.
PARTICULARS OF CONTRACT AND ARRANGEMENTS MADE WITH RELATED PARTIES
All transaction with the related parties are in Compliance with Section- 177 and
188 of the Companies Act, 2013 where applicable and the details have been disclosed in the
Financial statements etc., as required by the applicable accounting standards.
LISTING OF SECURITIES
The company had made the application to BSE for Listing of its security on the BSE SME
portal pursuant to Initial Public issue of 20,01,000 Equity Shares of Rs. 10/- each at a
premium of Rs. 50/- per Equity Share. The BSE has given final approval for listing and
trading of 20, 01,000 Equity Shares of Rs. 10/- each on BSE SME platform from Wednesday,
April 13, 2016 onwards.
LISTING AGREEMENT
The Company is listed on BSE SME platform from Wednesday, April 13, 2016, The
Securities and Exchange Board of India (SEBI), on September 2, 2015 issued SEBI (Listing
Obligations and Disclosure Requirements), regulations, 2015, the said regulations were
effective from December 1, 2015. Accordingly, all listed entities were required to enter
into listing agreement, the Company entered into Listing Agreement with the BSE Limited
w.e.f. April 13, 2016.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments, affecting the financial position of the
Company which has occurred between the end of financial year of the Company i.e. March 31,
2016 and the date of Director’s Report i.e. except conversion of Company into Public
Company and the Changes in Capital by way of Initial Public issue, details of which is
provided under Conversion of Company and Changes in Capital Clause of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Company being unlisted Company as at the Close of Financial Year 2015-16, the
Management Discussion and Analysis, for the year under review, as stipulated under
Regulation 34 of the SEBI (LODR), Regulations, 2015, is not provided. The same will be
provided from the next financial year onwards.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules,
2014 the extract of the Annual Return as at March 31, 2016 in Form MGT-9, forms part of
this Annual Report as Annexure A.
PARTICULAR OF EMPLOYEES
The details 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), 2014 is
not applicable as there is no employee in the Company employed throughout the financial
year with salary above Rs. 60 Lakh p.a. or employed part of the financial year with
average salary above Rs. 5 Lakh per month.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
NA
Further, there was no foreign exchange earnings and outgo during the financial year
2015-16 (previous year Nil).
BUSINESS RISK MANAGEMENT & INTERNAL CONTROL
The Company believes that it has internal controls and risk management systems to
assess and monitor risks. The company has its management team which monitors and manages
risks by monitoring trends that may have an effect on the economic environment and
actively assesses on a routine basis the market value of the Companys loan book.
CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for corporate governance.
Corporate Governance Report and Certificate of Practicing Professional on compliances of
listing agreement as entered into with the Stock Exchange is not provided in this annual
report as the Company was not Listed Company as at the close of Financial Year. The report
on Corporate Governance will be provided from the next financial year onwards.
INFORMATION ON BOARD OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND ITS MEETINGS:
Composition
The Board consists of five (5) members as on March 31, 2016, one of whom is Promoter
and one Non-Executive Women Director and remaining three are Non-Promoter Directors (all
are Non-Executive Independent Directors). The Composition of Board fulfils the
requirements of Companies Act, 2013.
Board Meeting
Regular meetings of the Board are held at least once in a quarter. The Board of the
Company regularly meets to discuss various Business opportunities. Additional Board
meetings are convened to discuss and decide on various business policies, strategies and
other businesses. During the year under review, Board of Directors of the Company met 13
times on 20th April, 2015, 12th June, 2015, 05th August, 2015, 06th August, 2015, 24th
August, 2015, 26th August, 2015, 19th September, 2015, 09th October, 2015, 23rd October,
2015, 03rd November, 2015, 16th November, 2015, 02nd March, 2016 and 07th March, 2016. The
gap between two consecutive meetings was not more than one hundred and twenty days as
provided in section 173 of the Act.
Committee
Your Company has formed following Committees of the Board in accordance with Companies
Act, 2013 and the Listing Agreement,
Company has constituted an audit committee ("Audit Committee"),
as per section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015; vide resolution passed at the
meeting of the Board of Directors held on March 07, 2016, The committee presently
comprises the following three (3) directors:
| Name of the Director |
Status |
Nature of Directorship |
| Ashok Kumar Krishan Singh Gautam |
Chairman |
Independent Director |
| Rajendrakumar Patel |
Member |
Independent Director |
| Ashok Kumar Singh |
Member |
Independent Director |
Company has constituted a shareholder / investors grievance committee ("Stakeholders’
Relationship Committee") to redress complaints of the shareholders. The
Stakeholders Relationship Committee was constituted vide resolution passed at the meeting
of the Board of Directors held on March 07, 2016.
The Stakeholder’s Relationship Committee comprises the following Directors:
| Name of the Director |
Status |
Nature of Directorship |
| Rajendrakumar Patel |
Chairman |
Independent Director |
| Ashok Kumar Singh |
Member |
Independent Director |
| Ashok Kumar Krishan Singh Gautam |
Member |
Independent Director |
Company has constituted a Nomination and Remuneration Committee in accordance
section 178 of Companies Act 2013. The constitution of the Nomination and Remuneration
Committee was approved by a Meeting of the Board of Directors held on March 07, 2016. The
said committee is comprised as under:
The Nomination and Remuneration Committee comprises the following Directors:
| Name of the Director |
Status |
Nature of Directorship |
| Ashok Kumar Singh |
Chairman |
Independent Director |
| Ashok Kumar Krishan Singh Gautam |
Member |
Independent Director |
| Rajendrakumar Patel |
Member |
Independent Director |
CORPORATE SOCIAL RESPONSIBILITY [CSR]
The Provisions of the CSR expenditure and Composition of Committee, as provided in the
Section 135 of the Companies Act, 2013, are not applicable to the company. So Report on
Annual performance of CSR activities is not applicable to the Company.
DETAILS OF KEY MANAGERIAL PERSONNEL
Your Company has appointed Mr. Chirag Gada as Managing Director for a period of 3 years
w.e.f. September 19, 2015. Further, the Company has appointed Mr. Sanket Patel as a Chief
Financial Officer w.e.f. August, 24 2015 and Ms. Nikita Patel as a Company Secretary and
Compliance Officer w.e.f. November 16, 2015.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 25 of
the SEBI (LODR), Regulations, 2015. The terms and conditions of the Independent Directors
are incorporated on the website of the Company.
AUDITOR:
STATUTORY AUDITORS
The Board of Directors, based on recommendation made by the Audit Committee, has
recommended the appointment of M/s. Rajesh Nagda & Associates., Chartered Accountants,
having Membership no.: 114979, Vadodara (Firm Registration Number 124090W) as the
Statutory Auditors of the Company to hold the office from the ensuing AGM till the
conclusion of the 21st AGM of the Company (subject to ratification of
appointment at next Annual General meeting) on such remuneration as may be determined by
the Board in consultation with the auditors.
The Auditors’ Report on the accounts of the Company for the accounting year ended
March 31, 2016 is self-explanatory and do not call for further explanations or comments
that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.
SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and
Remuneration of Managerial Personnel] Rules, 2014, every Listed Company and such other
Class (es) of Company shall annex, to its Board Report, the Secretarial Audit report, in
the prescribed format, issued by the Practicing Company Secretary.
Further, Company being Unlisted Company as at the end of Financial Year 2015-16, the
said requirement of Secretarial Audit is not applicable to the Company. However, the
Company has appointed M/s K H & Associates, (FR No. 8904), Practicing Company
Secretary as Secretarial Auditor for the Financial Year 2016-17. The report as submitted
by the Secretarial Auditor will be provided along with the Board’s report of next
financial year
DIRECTORS’ RESPONSIBILITY STATEMENT
In terms of section 134[3][c] of the Act, your Directors state that:
I. in the preparation of the annual financial statements for the year ended on March
31,
2016, applicable accounting standards read with requirements set out under schedule III
of the Act, have been followed along with proper explanation relating to material
departures, if any, II. such accounting policies have been selected and applied
consistently and judgments and estimates made 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 profit of the company for the year ended on that date, III. proper and sufficient
care has been taken for maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for prevention and
detection of fraud and other irregularities, IV. the annual financial statements are
prepared on a going concern basis and
V. the systems to ensure compliance with the provisions of all applicable laws are in
place and are adequate and operating effectively.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for significant
contributions made by the employees at all levels through their dedication, hard work and
commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation
and support extended by the banks, government, business associates and the shareholders
for their continued confidence reposed in the Company and look forward to having the same
support in all future endeavors.
|
By Order Of the Board |
|
For Ruby cables Limited |
|
Chirag Gada |
| Place:- Vadodara |
Chairman and Managing Director |
| Date:- 09th September, 2016 |
DIN- 01851703 |
| Registered Office: |
|
| 15, G.I.D.C, Manjusar, Taluka : Savli, Vadodara - 391775 |
|
+91-9892691696
