Ruby Cables Ltd Directors Report.

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