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Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

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Directors Report of Ruchi Infrastructure Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Forty First Annual Report together with the Audited Financial Statements of
the Company for the year ended March 31,2025.

FINANCIAL RESIHTS C in crores)

Revenue from operations	2024-25	2023-24 39.88
Revenue from operations	39.48	2023-24 39.88
Other Income	7.32	8.22
Total Income	46.80	48.10
Profit/(Loss) before depreciation, tax and exceptional items	14.95	15.28
Exceptional items	-	7.25
Profit/(Loss) before depreciation and tax	14.95	22.53
Depreciation	10.96	9.74
Profit/(Loss) before taxation	3.99	12.79
Provision for taxation	2.17	0.49
Profit/(Loss) after taxation	1.82	12.30
Balance brought forward from previous year	15.85	3.21
Re-measurement of the defined benefit plans through other comprehensive income (net of tax)	(0.06)	(0.20)
Transfer of equity instruments through other comprehensive income	-	0.54
Balance as at end of year	17.61	15.85

OPERATIONS AND STATE OF COMPANY''S AFFAIRS

The Company recorded revenue of '' 39.48 crore from operations during the financial year under review as against '' 39.88
crore in the previous financial year. The profit before depreciation and tax during the year under review was ''14.95 crore
as against profit of '' 22.53 crore during the previous year. The profit after tax of the Company for the year under review was
'' 1.82 crore as against profit of '' 12.30 crore (including exceptional gain of '' 7.25 crore) recorded during the previous
financial year. Decrease in profit after tax is largely due to loss in generation of wind energy due to cable theft issues,
increased depreciation cost and idle capacity of approximately 10,000 metric tonnes for almost 120 days to perform major
repairs in certain storage tanks. There is no major variation in the revenue from operations of infrastructure business during
the year under review as compared to that in previous year. The operations at hand-made soap unit were scaled down
during the year under review due to lack of parity at the current level of operations. Closure of this unit has been deliberated
by the management.

Management Discussion and Analysis Report may please be referred for specific information pertaining to the industry and
the Company affecting the business of the Company and the market in which it operates. Refer note no. 48 for detailed
segment reporting and performance of the Company. There is no change in the nature of business during the year under
review. No material changes and commitments affecting the financial position of the Company occurred between the end
of the financial year under review and the date of this Report.

CHANGES IN SHARE CAPITAL

During the year ended March 31, 2023, the Company made a preferential issue of 3,07,85,000 warrants each convertible
into one equity share at a price of '' 10.30 per warrant within the validity period of 18 months from the date of allotment.
Out of such warrants, 1,02,62,000 warrants were converted during the year ended March 31,2023. Further, 94,00,000
warrants were converted during the year ended March 31, 2024 and remaining 1,11,23,000 warrants were converted
during the year ended March 31,2025, leaving, no warrants outstanding for conversion. There is no deviation or variation
in utilization of proceeds raised through preferential issue from the objects as duly approved by the members of the
Company. The proceeds of preferential issue have been fully utilized.

TRANSFER TO RESERVES

The Company has not transferred and does not propose to transfer any amount to the reserves during the year under review.
DIVIDEND

The Directors do not recommend any dividend for the year under review.

DIRECTORS

As on March 31,2025, the composition of the Board of Directors of the Company was as follows:

â¢ Mr. Krishna Das Gupta - Non-Executive Independent Director, Chairperson

â¢ Mr. Narendra Shah - Managing Director

â¢ Mr. Parag Choudhary - Director (Technical)

â¢ Mr. Sankalp Ved - Director (Operations)

â¢ Mr. Mohan Das Kabra - Non-Executive Independent Director

â¢ Mrs. Ruchi Joshi Meratia - Non-Executive Independent Director

â¢ Mr. Ashutosh Pandey - Non-Executive Independent Director

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Narendra Shah, Managing Director and Mr. Parag
Choudhary, Director (Technical) of the Company retire by rotation at the 41^stAnnual General Meeting of the Company and
being eligible, offers themselves for re-appointment. Such resolutions forms part of the Notice of 41^stAnnual General
Meeting. Necessary information required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standards in respect of their re-appointments at the ensuing Annual General Meeting is given in such notice.
During the year under review, with effect from September 1,2024, Mr. Narendra Shah (DIN: 02143172) and Mr. Sankalp
Ved (DIN: 10729867) were appointed as Managing Director and Director (Operations) respectively and designation of Mr.
Parag Choudhary (DIN: 07845977) has been changed to Director (Technical). Mr. Ashutosh Pandey was appointed as
Non-Executive Independent Director of the Company with effect from September 16, 2024.

The Board of Directors of the Company at its meeting held on May 28, 2025 has elected and approved the appointment of
Mr. Mohan Das Kabra (DIN: 07896243), Non-Executive Independent Director, as Chairperson of the Board as successor of
Mr. Krishna Das Gupta (as Chairperson) (DIN: 00374379), Non-Executive Independent Director with effect from June 1,2025.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

None of the Directors of your Company is disqualified for being appointed as Director, as specified in Section 164(2) of the
Act, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 or barred by SEBI or
any other authority from holding the office of Director. During the year under review, Managing Director, Director
(Operations) and Director (Technical) of the Company did not receive any remuneration or commission from any of its
subsidiaries, except that Mr. Parag Choudhary, Director (Technical) of the Company has received remuneration of '' 50.96
lacs from Mangalore Liquid Impex Pvt. Ltd. (Subsidiary Company) for the financial year under review.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, business model of the Company and related
matters are available on the website of the Company i.e. http://www.ruchiinfrastructure.com/Familiarizationprog.html. In
the opinion of the Board, each of the Independent Directors has integrity, expertise, requisite experience and proficiency to
perform his/her duties as an Independent Director.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company are as follows:

Mr. Narendra Shah, Managing Director, Mr. Parag Choudhary, Director (Technical), Mr. Sankalp Ved, Director (Operations),
Mr. Pavan Kumar Purohit, Chief Financial Officer and Mr. Ashish Mehta, Company Secretary.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, 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 estimates
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,
2025 and of the profit of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) 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

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.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors in the manner as enumerated in the Nomination, Remuneration and Evaluation Policy as well as, in accordance with
the provisions of the Act and the Listing Regulations. The performance of the Board of Directors was evaluated by it after
seeking inputs from all the directors on the basis of criteria formulated by the Nomination and Remuneration Committee,
including, the board composition and structure, effectiveness of board processes, information provided and functioning, etc.
The performance of the committees was evaluated by the respective committees and the Board of Directors after seeking
inputs from the committee members on the basis of selected criteria. Performance evaluation of Independent Directors was
done by the entire Board, excluding the independent director being evaluated.

MEETINGS OF THE BOARD

The Board of Directors of the Company met four times during the Financial Year 2024-25. The meetings were held on May 21,
2024, August 7, 2024, November 11,2024 and February 5, 2025.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2025 is available on the Company''s website and can be accessed at web-
link http://www.ruchiinfrastructure.com/Annual_Return.html.

COST RECORDS

The Company has maintained Cost Records for wind energy generated during the year under review, though it is not required
to maintain the same as per the Companies (Cost Records & Audit) Amendment Rules, 2014.

AUDITOR AND AUDITORS'' REPORT
STATUTORY AUDITORS

M/s. SMAK & Co. (Firm Registration No. 020120C) were appointed as Statutory Auditors of the Company by the members at
the 36^thAnnual General Meeting (AGM) of the Company held on September 26, 2020 to hold the office from the conclusion of
36^thAGM held in the year 2020 till the conclusion of 41^stAGM of the Company to be held in the year 2025. Accordingly, their
present term gets completed on the conclusion of this AGM in terms of the said approval and Section 139 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

On recommendation of the Audit Committee, the Board of Directors of the Company proposed the re-appointment of M/s.
SMAK & Co., Chartered Accountants, as the Statutory Auditors of the Company for the second term of two consecutive years
from the conclusion of 41^stAGM till the conclusion of the 43^rdAGM of the Company at a remuneration of '' 5.25 lacs plus
applicable GST and reimbursement of out of pocket expenses for statutory audit of the Company.

M/s. SMAK & Co., Chartered Accountants have given their consent and requisite eligibility certificate to act as the Statutory
Auditors of the Company and have confirmed that the said re-appointment, if made, will be in accordance with the conditions
prescribed in terms of applicable provisions of the Companies Act, 2013, Rules made thereunder and SEBI Regulations.

The notes on financial statements referred to in the Auditors'' Report on the financial statements for the year ended March 31,
2025 are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification,
reservation, adverse remark or disclaimer.

SECRETARIAL AUDITORS

Pursuant to recent amendments to Regulation 24A of Listing Regulations, a listed entity is required to appoint a Secretarial
Auditor for up to two terms of five consecutive years (in case of Secretarial Audit firm), subject to approval of members of the
Company at the Annual General Meeting.

In this regard, based on the recommendation of the Audit Committee, the Board of Directors of the Company, at its meeting
held on August 8, 2025, approved the appointment of M/s. P. Diwan & Associates, Practicing Company Secretaries (Firm
Registration No. P2015MH041400), as the Secretarial Auditor of the Company for the first term of five consecutive years
commencing from Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of members of the Company.

The Company has received a consent letter from M/s. P. Diwan & Associates, Practicing Company Secretaries, confirming
their willingness to undertake the Secretarial Audit and issue the Secretarial Audit Report in accordance with Section 204 of
the Act along with other applicable provisions, if any, of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended. They have further confirmed that they hold a peer review certificate issue by ICSI and do
fulfill all eligibility criteria and have not incurred any disqualifications for appointment, as outlined in the SEBI circular dated
December 31,2024.

Pursuant to provisions of Regulation 24A of Listing Regulations, the Secretarial Audit Report of material unlisted subsidiary is
attached as Annexure III to the Corporate Governance Report (being part of this Annual Report).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has three subsidiaries as at March 31,2025 i.e. Mangalore Liquid Impex Pvt. Ltd., Peninsular Tankers Pvt. Ltd.
and Ruchi Renewable Energy Pvt. Ltd. The Company does not have any joint venture or associate Company during the year
under review, however, financials of an associate partnership firm, namely, Narang & Ruchi Developers have been
consolidated in terms of applicable Accounting Standards. No company became or ceased to be subsidiary during the year
under review.

The statement containing salient features of the financial statements and performance of subsidiaries and associate
partnership firm and their contribution to the overall performance of the Company during the period is attached with the
audited financial statements in form AOC-1. The audited financial statements of each of the subsidiaries have also been
placed on the website of the Company at www.ruchiinfrastructure.com. The policy for determining material subsidiary as
approved by the Board of Directors of the Company is available on the website of the Company at
http://www.ruchiinfrastructure.com/Policyfordeterminingmaterialsubsidiary1.pdf.

PARTICULARS OF LOANS/ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans/advances, investments, guarantees made and securities provided during the year as required under the
provisions of Section 186 of the Act and Schedule V of the Listing Regulations, are provided in the notes to the standalone
financial statements (Please refer note no. 39, 41 and 42 to the standalone financial statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions were entered into by the Company with the prior approval of the Audit Committee. During the
financial year under review, all the transactions with related parties were entered into at arm''s length and in the ordinary
course of business and none of such related party transactions required the approval of the Board of Directors or the
Shareholders in terms of the provisions of Section 188 of the Act or Regulation 23 of the Listing Regulations. Pursuant to the
amendment in Regulation 23 of the Listing Regulations, made effective from April 1, 2022, the Company sought prior
approval of shareholders by way of resolution passed on September 16, 2024 for entering into proposed material transactions
during the financial year 2024-25. Further, there were no materially significant related party transactions that may have
potential conflict of interests of the Company at large. All related party transactions were placed before the Audit Committee
for review and approval.

The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board of Directors
may be accessed on the Company''s website at http://www.ruchiinfrastructure.com/Policy%20on%20materiality%20RPT.pdf.
Your directors draw attention of the members to Note no. 49 to the standalone financial statements which set out related party
disclosures in terms of the provisions of the Listing Regulations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is engaged in service industry and no major expenses have been incurred during the year under review towards
technology absorption/capital investments on energy conservation equipments. Relevant information under section 134(3)(m)
of the Act, read with rule 8 of the Companies (Account) Rules, 2014 is provided in Management Discussion and Analysis
Report forming part of this Directors'' Report and 41^stAnnual Report.

There was no foreign exchange earning or outgo during the financial year under review and the previous financial year.
INTERNAL CONTROL SYSTEM AND ADEQUACY THEREOF

The Company has an adequate internal control system commensurate with the size and nature of its business. These controls
ensure that the transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against
the loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, augmenting
the internal control mechanism.

independence, the Internal Auditor has access to the Chairperson of the Audit Committee of the Board. The Internal Auditor monitors
and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners
undertake corrective action in their respective areas and thereby strengthen the controls.

The Internal Auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial
control reporting. The Statutory Auditors Report includes a report on the internal financial controls over financial reporting. The
Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the
nature and size of its business operations and operating effectively. During the year, no reportable material weakness in the design or
operation of internal control system or their inadequacy was observed.

RISK MANAGEMENT

Risk Management is a strategic business discipline and a continuous process that supports to achieve the Company''s objectives by
addressing the full spectrum of its risks and managing the impact of those risks. The Company uses the risk management framework
as a key tool to proactively identify, assess, treat, monitor and report risks as well as to create a risk- aware culture within the
Company. The Board regularly reviews the risk management strategy of the Company with focused approach towards risk associated
with core business of storage infrastructure and renewable energy. The Audit Committee of the Board monitors effectiveness of risk
management systems. The detailed analysis of risk and concerns of the Company is provided in the Management Discussion and
Analysis Report forming part of this Directors'' Report and 41^stAnnual Report.

CORPORATE GOVERNANCE

The Company adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI) and
considers Corporate Governance as an instrument to maximize value for all Stakeholders i.e. investors, employees, shareholders,
customers, suppliers, environment and the community at large. Good governance practices emerge from the culture and mind-set of
the organization. The Company has adopted fair and transparent governance and disclosure practices. A separate report on
Corporate Governance forms an integral part of this Annual Report. Certificate of Practising Company Secretary regarding
compliance of conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations, is annexed herewith as
Annexure II to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed herewith as Annexure III to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has Whistle Blower Policy and has established the necessary Vigil Mechanism in accordance with the provisions
of Section 177(9) of the Act and the Listing Regulations. The Company''s Vigil Mechanism/Whistle Blower Policy aims to
provide the appropriate platform and protection for whistle blowers to report instances of unethical practices, violation of
applicable laws and regulations. All employees and Directors have access to the Chairperson of the Audit Committee and the
policy also provides adequate safeguards against victimization of persons who use such mechanism and makes provisions for
direct access to the Vigilance Officer. The Vigil Mechanism/Whistle Blower Policy is uploaded on the website of the Company at
http://www.ruchiinfrastructure.com/Vigilmechanismpolicy.pdf. No complaint is received or pending during the year.
NOMINATION, REMUNERATION AND EVALUATION POLICY

The Nomination, Remuneration and Evaluation Policy of the Company as recommended by the Nomination and Remuneration Committee has
been approved by the Board of Directors of the Company in accordance with the provisions of Section 178 of the Act and the Listing Regulations
and is available on the website of the Company at http://www.ruchiinfrastructure.com/NominationRemunerationandEvaluationPolicy.pdf.
The salient features of the policy are:

(a) It applies to the Board of Directors (the "Boardâ), Key Managerial Personnel (the "KMPâ) and the Senior Management Personnel
of the Company. The primary objective of the Policy is to provide a framework and set standards for the selection, nomination,
remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management.

(b) It deals with functions, responsibilities and Composition of Nomination and Remuneration Committee.

(c) It sets guidelines/principles for recruitment/appointment of Directors/KMPs/Senior Officials and remuneration thereof.

(d) It deals with evaluation/assessment of Directors/KMPs/Senior Officials of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has a duly constituted Corporate Social Responsibility (CSR) Committee, which is responsible for fulfilling the
CSR objectives of the Company. The Committee comprises of Mr. Mohan Das Kabra (Chairman), Mrs. Ruchi Joshi Meratia
and Mr. Parag Choudhary, as members. The CSR Committee has formulated and recommended to the Board, a Corporate
Social Responsibility Policy (CSR Policy) which was approved by the Board and is available on the website of the Company at
http://www.ruchiinfrastructure.com/CSR-Policy.html.

The Company''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act and applicable rules thereof.
The brief outline/Annual report on the initiatives undertaken by the Company on CSR activities during the year under review is
annexed herewith as Annexure IV to this report in the format as prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee have been duly constituted
by the Board and the Board has approved their terms of reference/role in compliance with the provisions of the Act and Listing
Regulations. The Audit Committee comprises of Mr. Mohan Das Kabra, as the Chairman, Mr. Krishna Das Gupta, Mr. Narendra Shah
and Mrs. Ruchi Joshi Meratia (w.e.f. August 8, 2025) as the members.

The Committee (Warrants Conversion) of the Board of Directors of the Company was constituted on adhoc basis, with the condition
that, upon completion of allotment of equity shares pursuant to exercise of options by the holders of warrants/convertible securities,
this Committee (Warrants Conversion) shall stand dissolved. All the 3,07,85,000 warrants issued by the Company have been duly
converted into equal number of equity shares and hence, such committee stands dissolved in November, 2024.

The details of the role and composition of the aforesaid Committees, including the number of meetings held during the financial year
under review and attendance at the meetings, are provided in the Corporate Governance Report forming part of this Annual Report.
SECRETARIAL STANDARDS

The Company has duly complied with the applicable ''Secretarial Standards on Meetings of the Board of Directors - SS 1'' and
''Secretarial Standards on General Meetings - SS 2'' during the year under review.

TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, no unpaid/unclaimed dividend/equity shares were required to be transferred by the Company to
Investor Education and Protection Fund (IEPF).

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013

Your Company maintains a safe and healthy work environment, where every employee is treated with respect and is able to work
without fear of discrimination, prejudice, gender bias or any form of harassment. Your Company has in place a Prevention of Sexual
Harassment Policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules made thereunder to uphold the objectives of the said Act. The policy covers all employees
irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider
against an employee. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual
harassment:

a) No. of complaints of sexual harassment received during the year: Nil.

b) No. of complaints disposed off during the year: Nil.

c) No. of cases pending for more than ninety days: Nil.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

Your Company has in place a Maternity Policy in accordance with the requirements of the Maternity Benefit Act, 1961. The policy
covers all the female employees of the Company irrespective of their nature of employment. The Company has duly complied with
the provisions of Maternity Benefit Act, 1961.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions
pertaining to such matters during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators/Courts/Tribunals/any other authority impacting the going
concern status of the Company and its operations in future.

5. No instances of fraud were reported by the Statutory Auditors under Section 143(12) of the Act and the Rules framed thereunder
either to the Company or to the Central Government.

6. No instance of default in repayment of loan or payment of interest thereon was observed during the year under review and no
application has been made under the provisions of the Insolvency and Bankruptcy Code, 2016 against the Company.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks,
Government Authorities and other stakeholders of the Company and look forward to their continued support. Your directors also express
their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Narendra Shah Mohan Das Kabra

Date : August 8, 2025 Managing Director Chairman

Place : Indore DIN: 02143172 DIN: 07896243

Mar 31, 2024

Your Directors have pleasure in presenting the Fortieth Annual Report together with the Audited Financial Statements of the Company for the year ended March 31,2024.

FINANCIAL RESULTS C in crores)

	2023-24	2022-23
Revenue from operations	39.88	41.41
Other Income	8.22	3.58
Total Income	48.10	44.99
Profit/(Loss) before depreciation, tax and exceptional items	15.28	12.37
Exceptional items	7.25	-
Profit/(Loss) before depreciation and tax	22.53	12.37
Depreciation	9.74	9.93
Profit/(Loss) before taxation	12.79	2.44
Provision for taxation	0.49	1.45
Profit/(Loss) after taxation	12.30	0.99
Balance brought forward from previous year	3.21	2.22
Re-measurement of the defined benefit plans through other comprehensive income (net of tax)	(0.20)	-
Transfer of equity instruments through other comprehensive income/Adjustment on account of Ind AS 116 (net of tax)	0.54	_-
Balance as at end of year	15.85	3.21

OPERATIONS AND STATE OF COMPANY''S AFFAIRS

The Company recorded revenue of '' 39.88 Crore from operations during the financial year under review as against '' 41.41 Crore in the previous financial year. The profit before depreciation and tax during the year under review was '' 22.53 Crore as against profit of '' 12.38 Crore during the previous year. The profit after tax of the Company for the year under review was '' 12.30 Crore as against profit of '' 1.00 Crore recorded during the previous financial year. Management Discussion and Analysis Report, separately annexed to and forming part of Directors Report may be referred for specific information pertaining to the industry affecting the business of the Company and the market in which it operates. Refer note no. 49 for detailed segment reporting and performance of the Company. There is no change in the nature of business during the year under review. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year under review and the date of this Report.

CHANGES IN SHARE CAPITAL

During the financial year ended March 31, 2024, further 94,00,000 warrants were converted into equal number of equity shares and as on March 31,2024, remaining 1,11,23,000 warrants were outstanding for conversion. Pursuant to allotment of 94,00,000 equity shares, paid-up equity share capital of the Company was increased to '' 22,49,01,942/- during the year under review.

The Committee (Warrants Conversion) of the Board of Directors of the Company at its meeting held on August 5, 2024 has allotted 1,11,23,000 equity shares against application for conversion of 1,11,23,000 warrants and due to such corporate action, paid up equity share capital of the Company has been increased to '' 23,60,24,942/-.

Proceeds of such preferential issue are being utilised in accordance with the objects of issue as approved by the members of the Company.

TRANSFER TO RESERVES

The Company has not transferred and not proposed to be transferred any amount to the reserves during the year under review.

DIVIDEND

The Board of Directors did not recommend any dividend for the year under review.

DIRECTORS

As on March 31,2024, the composition of the Board of Directors of the Company was as follows:

â¢ Mr. Krishna Das Gupta - Non-executive Independent Director, Chairperson

â¢ Mr. Narendra Shah - Executive Director

â¢ Mr. Parag Choudhary - Whole-time Director

â¢ Mr. Mohan Das Kabra - Non-executive Independent Director

â¢ Mrs. Ruchi Joshi Meratia - Non-executive Independent Director

â¢ Mr. Ashutosh Pandey - Non-executive Non-Independent Director

Mr. Parag Choudhary (DIN: 07845977) Whole-time Director of the Company was re-appointed as Whole-time Director for further period of three years with effect from June 29, 2023, by way of special resolution passed at 39^th Annual General Meeting of the Company held on September 21,2023.

As per the provisions of Section 152 of the Companies Act, 2013, he retires by rotation at the 40^th Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Owing to a strategic decision he has also been made Executive Director of subsidiary (Mangalore Liquid Impex Pvt Ltd) with effect from November 1,2023. He continues to be the Whole-time Director of the Company at a notional remuneration of '' 1/- per month.

The Board of Directors of the Company at its meeting held on August 7, 2024 changed the designation of Mr. Parag Choudhary to ''Director (Technical)'' with effect from September 1,2024, subject to the approval of members of the Company. The Board of Directors of the Company on recommendation of the Nomination and Remuneration Committee, at its meeting held on August 7, 2024 has appointed Mr. Narendra Shah as Managing Director of the Company for the period of three years with effect from September 1, 2024, subject to the approval of members. Requisite special resolution along with terms and conditions of the appointment of Mr. Narendra Shah including remuneration, provided in explanatory statement thereto, are set out in the Notice convening the 40^th Annual General Meeting of the Company.

On recommendation of the Nomination and Remuneration Committee, at its meeting held on August 7, 2024, the Board of Directors of the Company has appointed Mr. Sankalp Ved as an Additional Director and also appointed him as ''Director (Operations)'' for a period of three years with effect from September 1,2024 and Mr. Ashutosh Pandey as an Independent Director of the Company for the period of five years with effect from 16^th September, 2024, subject to the approval of members by way of special resolution. Requisite special resolutions along with terms and conditions of the appointment of Mr. Sankalp Ved and Mr. Ashutosh Pandey including remuneration, provided in respective explanatory statements thereto, are set out in the Notice convening the 40^th Annual General Meeting of the Company.

Necessary information required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards in respect of the appointment of Directors (including their brief profile) at the ensuing Annual General Meeting is given in such Notice.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors of your Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Act, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 or barred by SEBI or any other authority from holding the office of director. During the year under review, Executive Director and Whole-time Director of the Company did not receive any remuneration or commission from any of its subsidiaries, except that the Whole-time Director of the Company has received remuneration/consultancy fee of '' 17.14 lacs from Mangalore Liquid Impex Pvt. Ltd. (Subsidiary Company) for the financial year under review. Since November 1, 2023, no amount is payable to Mr. Parag Choudhary (Whole-time Director) by the Company (Ruchi Infrastructure Limited) except a notional amount of ''1/- per month.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the website of the Company i.e. http://www.ruchiinfrastructure.com/Familiarizationprog.html. In the opinion of the Board, each of the Independent Directors has integrity, expertise, requisite experience and proficiency to perform his/her duties as an Independent Director.

KEY MANAGERIAL PERSONNEL

During the year under review Mr. Ravindra Kumar Kakani resigned from the office of Chief Financial Officer with effect from January 21, 2024. Mr. Pavan Kumar Purohit, Associate General Manager (Accounts) of the Company was appointed as Chief Financial Officer of the Company.

The Key Managerial Personnel of the Company as at March 31,2024 are as follows:

Mr. Narendra Shah, Executive Director, Mr. Parag Choudhary, Whole-time Director, Mr. Pavan Kumar Purohit, Chief Financial Officer (with effect from February 1,2024) and Mr. Ashish Mehta, Company Secretary.

Further, the Board of Directors of the Company at its meeting held on August 7, 2024 appointed Mr. Sankalp Ved as the Director (Operations) of the Company with effect from September 1,2024, subject to approval of members of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31,2024, 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 estimates 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 31,2024 and of the profit of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) 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

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.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors in the manner as enumerated in the Nomination, Remuneration and Evaluation Policy as well as, in accordance with the provisions of the Act and the Listing Regulations. The performance of the Board of Directors was evaluated by it after seeking inputs from all the directors on the basis of criteria formulated by the Nomination and Remuneration Committee, including, the board composition and structure, effectiveness of board processes, information provided and functioning, etc. The performance of the committees was evaluated by the respective committees and the Board of Directors after seeking inputs from the committee members on the basis of selected criteria. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

MEETINGS OF THE BOARD

The Board of Directors of the Company met four times during the financial year 2023-24. The meetings were held on May 29, 2023, August 7, 2023, November 7, 2023 and February 5, 2024.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2024 is available on the Company''s website and can be accessed at web- link https://www.ruchiinfrastructure.com/Annual_Return.html.

AUDITOR AND AUDITORS'' REPORT STATUTORY AUDITORS

M/s. SMAK & Co., Chartered Accountants (Firm Registration No. 020120C) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years at the 36^th Annual General Meeting of the Company held on 26^th September, 2020. The notes on financial statements referred to in the Auditors'' Report on the financial statements for the year ended March 31,2024 are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITORS

The Company is not required to maintain cost record as per the Companies (Cost Records and Audit) Amendment Rules, 2014 for the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit Report for the financial year ended March 31, 2024 issued by Mr. Prashant Diwan, Practising Company Secretary is annexed herewith as Annexure I. Mr. Prashant Diwan also issued Secretarial Compliance Report for the year under review in terms of provisions of Regulations 24A(2) of the Listing Regulations which has been duly submitted to the Stock Exchanges. The Company has advised the promoters and promoter group to comply with provisions of Regulation 31 of the Listing Regulations, pertaining to dematerialization of their shareholding. For the other observation in Secretarial Audit

Report, management is of the view that the preference shares are neither convertible into equity shares nor listed on any stock exchanges and hence disclosure under Regulation 29 of the Listing Regulations is not triggered.

Pursuant to provisions of Regulation 24A of Listing Regulations, the Secretarial Audit Report of material unlisted subsidiary (Ruchi Renewable Energy Pvt. Ltd.) is attached as Annexure III to the Corporate Governance Report (being part of this Annual Report).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has three subsidiaries as at March 31,2024 i.e. Mangalore Liquid Impex Pvt. Ltd., Peninsular Tankers Pvt. Ltd. and Ruchi Renewable Energy Pvt. Ltd. The Company does not have any joint venture or associate Company during the year under review, however financials of an associate partnership firm, namely, Narang & Ruchi Developers have been consolidated in terms of applicable Accounting Standards. No company became or ceased to be subsidiary during the year under review.

The statement containing salient features of the financial statements and performance of subsidiaries and associate partnership firm and their contribution to the overall performance of the Company during the period is attached with the audited financial statements in form AOC-1. The audited financial statements of each of the subsidiaries have also been placed on the website of the Company at http://www.ruchiinfrastructure.com/Annual_Reports.html. The policy for determining material subsidiary as approved by the Board of Directors of the Company is available on the website of the Company at http://www.ruchiinfrastructure.com/Policyfordeterminingmaterialsubsidiary.pdf.

PARTICULARS OF LOANS/ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans/advances, investments, guarantees made and securities provided during the year as required under the provisions of Section 186 of the Act and Schedule V of the Listing Regulations, are provided in the notes to the standalone financial statements (Please refer note no. 40, 42 and 43 to the standalone financial statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions were entered into by the Company with the prior approval of the Audit Committee. During the financial year under review, all the transactions with related parties were entered into at arm''s length and in the ordinary course of business and none of such related party transactions required the approval of the Board of Directors or the Shareholders in terms of the provisions of Section 188 of the Act or Regulation 23 of the Listing Regulations. Pursuant to the amendment in Regulation 23 of the Listing Regulations, made effective from April 1, 2022, the Company sought prior approval of shareholders by way of resolution passed on September 21, 2023 for entering into proposed material transactions during the financial year 2023-24. Further there, were no materially significant related party transactions that may have potential conflict of interests of the Company at large. All related party transactions were placed before the Audit Committee for review and approval.

Pursuant to the amendment in Regulation 23 of the Listing Regulations, made effective from April 1,2022, the Company sought prior approval of shareholders in this 40^th Annual General Meeting of the Company for entering into proposed transactions during the financial year 2024-25, which are material in nature and may exceed the stipulated limits as specified under said regulation. The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and the Board of Directors may be accessed on the Company''s website at http://www.ruchiinfrastructure. com/Policy%20on%20Dealing%20with%20Related%20Party%20Transactions.pdf. Your directors draw attention of the members to Note no. 50 to the standalone financial statements which set out related party disclosures in terms of the provisions of the Listing Regulations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is engaged in service industry and no major expenses have been incurred during the year under review towards technology absorption/capital investments on energy conservation equipments. Relevant information under section 134(3)(m) of the Act, read with rule 8 of the Companies (Account) Rules, 2014 is provided in Management Discussion and Analysis Report forming part of this Directors'' Report and 40^th Annual Report.

There was no foreign exchange earning or outgo during the financial year under review and the previous financial year.

INTERNAL CONTROL SYSTEM AND ADEQUACY THEREOF

The Company has an adequate internal control system commensurate with the size and nature of its business. These controls ensure that the transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against the loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, augmenting the internal control mechanism.

An internal audit programme covering various activities and periodical reports are submitted to the management as well as Audit Committee of the Board. The Audit Committee, comprises of professionally qualified directors, who interact with the statutory auditors, internal auditors and management on the matters within its terms of reference. Effective policies, guidelines and procedures are in place for effective management of internal financial controls. To maintain its objectivity and independence, the Internal Auditor has access to the Chairperson of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The internal auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory Auditors Report includes a report on the internal financial controls over financial reporting. The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively. During the year, no reportable material weakness in the design or operation of internal control system or their inadequacy was observed.

RISK MANAGEMENT

Risk Management is a strategic business discipline and a continuous process that supports to achieve the Company''s objectives by addressing the full spectrum of its risks and managing the impact of those risks. The Company uses the risk management framework as a key tool to proactively identify, assess, treat, monitor and report risks as well as to create a risk- aware culture within the Company. The Board regularly reviews the risk management strategy of the Company with focused approach towards risk associated with core business of storage infrastructure and renewable energy. The Audit Committee of the Board monitors effectiveness of risk management systems. The detailed analysis of risk and concerns of the Company is provided in the Management Discussion and Analysis Report forming part of this Directors'' Report and 40^th Annual Report.

CORPORATE GOVERNANCE

The Company adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) and considers Corporate Governance as an instrument to maximize value for all Stakeholders i.e. investors, employees, shareholders, customers, suppliers, environment and the community at large. Good governance practices emerge from the culture and mind-set of the organization. The Company has adopted fair and transparent governance and disclosure practices. A separate report on Corporate Governance forms an integral part of this Annual Report. Certificate of Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations, is annexed herewith as Annexure II to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure III to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has Whistle Blower Policy and has established the necessary Vigil Mechanism in accordance with the provisions of Section 177(9) of the Act and the Listing Regulations. The Company''s Vigil Mechanism/Whistle Blower Policy aims to provide the appropriate platform and protection for whistle blowers to report instances of unethical practices, violation of applicable laws and regulations. All employees and Directors have access to the Chairperson of the Audit Committee and the policy also provides adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Vigilance Officer. The Vigil Mechanism/Whistle Blower Policy is uploaded on the website of the Company at http://www.ruchiinfrastructure.com/vigil-mechanism.html. No complaint is received or pending during the year. NOMINATION, REMUNERATION AND EVALUATION POLICY

The Nomination, Remuneration and Evaluation Policy of the Company as recommended by the Nomination and Remuneration Committee has been approved by the Board of Directors of the Company in accordance with the provisions of Section 178 of the Act and the Listing Regulations and is available on the website of the Company i.e. http://www.ruchiinfrastructure.com/ NominationRemunerationEvaluationPolicy.pdf. The salient features of the policy are:

(a) It applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of the Company. The primary objective of the Policy is to provide a framework and set standards for the selection, nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management.

(b) It deals with functions, responsibilities and Composition of Nomination and Remuneration Committee.

(c) It sets guidelines/principles for recruitment/appointment of Directors/KMPs/Senior Officials and remuneration thereof.

(d) It deals with evaluation/assessment of Directors/KMPs/Senior Officials of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has a duly constituted Corporate Social Responsibility (CSR) Committee, which is responsible for fulfilling the CSR objectives of the Company. The Committee comprises of Mr. Mohan Das Kabra (Chairman), Mrs. Ruchi Joshi Meratia and Mr. Parag Choudhary, as members. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was approved by the Board and is available on the website of the Company at http://www.ruchiinfrastructure.com/CSR%20Policy%20RIFL.pdf.

The Company''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act and applicable rules thereof. The brief outline/Annual report on the initiatives undertaken by the Company on CSR activities during the year under review is annexed herewith as Annexure IV to this report in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Committee (Warrants Conversion) have been duly constituted by the Board and the Board has approved their terms of reference/role in compliance with the provisions of the Act and Listing Regulations. The Audit Committee comprises of Mr. Mohan Das Kabra, as the Chairman, Mr. Krishna Das Gupta and Mr. Narendra Shah as the members.

The details of the role and composition of the aforesaid Committees, including the number of meetings held during the financial year under review and attendance at the meetings, are provided in the Corporate Governance Report forming part of this Annual Report.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable ''Secretarial Standards on Meetings of the Board of Directors - SS 1'' and ''Secretarial Standards on General Meetings - SS 2'' during the year under review.

TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, no unpaid/unclaimed dividend/equity shares were required to be transferred by the Company to Investor Education and Protection Fund (IEPF).

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company maintains a safe and healthy work environment, where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias or any form of harassment. Your Company has in place a Prevention of Sexual Harassment Policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder to uphold the objectives of the said Act. The policy covers all employees irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. No complaint was pending at beginning of the year and none has been received during the year under review.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions pertaining to such matters during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators/Courts/Tribunals/any other authority impacting the going concern status of the Company and its operations in future.

5. No instances of fraud were reported by the Statutory Auditors under Section 143(12) of the Act and the rules framed thereunder either to the Company or to the Central Government.

6. No instance of default in repayment of loan or payment of interest thereon was observed during the year under review and no application has been made under the provisions of the Insolvency and Bankruptcy Code, 2016 against the Company.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude for the valued support and assistance extended to the Company by the Share-holders, Banks, Government Authorities and other stakeholders of the Company and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors Narendra Shah Krishna Das Gupta

Date : August 7, 2024 Executive Director Chairman

Place : Indore DIN: 02143172 DIN:00374379

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the Thirty Fourth Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2018.

FINANCIAL RESULTS (Rs. in Crore)

Particulars	2017-2018	2016-201 7
Revenue from operations	36.59	293.39
Profit/(Loss) before Depreciation, Tax and Exceptional Items	1.20	10.78
Exceptional Items		1.04
Profit before depreciation and tax	1.20	9.74
Depreciation	13.35	9.92
Profit before taxation	(12.15)	(0.18)
Provision for taxation	4.47	0.59
Profit/(Loss) after taxation	(7.68)	0.41
Balance brought forward from previous year	4.49	3.96
Remeasurement of the defined benefit plans through other comprehensive income		0.12
Balance as at end of year	(3.19)	4.49

OPERATIONS AND STATE OF AFFAIRS

The Company recorded revenue of Rs. 36.59 Crore from operations during the financial year under review as against Rs. 293.39 Crore in the previous financial year. The earnings before depreciation and tax (EBDT) during the year under review were Rs. 1.20 Crore as against that of Rs. 9.74 Crore during the previous year. The loss (after tax) of the Company for the year under review was Rs. 7.68 Crore as against profit (after tax) of Rs. 0.41 Crore recorded during the previous financial year. Decline in revenue as compared to previous financial year is due to the conscious scaling down of commodities trading activities.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report. There is no change in the nature of business during the year under review.

INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards from April 1, 2017 with transition date of April 1, 2016. The financial statements (standalone and consolidated) of the Company for the financial year 201 7-1 8 have been prepared in accordance with the Indian Accounting Standards as prescribed under Section 1 33 of the Companies Act, 201 3 read with the Companies (Indian Accounting Standards) Rules, 201 5 and the other recognized accounting practices and policies to the extent applicable. The audited consolidated financial statements together with Auditors Report form part of the Annual Report. The Auditor s Report does not contain any qualification, reservation or adverse remarks or disclaimer.

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the current financial year.

DIVIDEND

The Directors regret the inability to propose any dividend for the year under review.

DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Narendra Shah, Director of the Company retires by rotation at the 34^th Annual General Meeting and being eligible, offers himself for re-appointment.

During the year, the members of the Company at their 33^rd Annual General Meeting held on September 27, 201 7, had appointed Mrs. Ruchi Joshi and Mr. Mohan Das Kabra as Independent Directors of the Company for a period of three years with effect from September 27, 201 7, not liable to retire by rotation, pursuant to the provisions of Section 149, 152 read with Schedule IV to the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Veeresh Malik vacated the office of Independent Director with effect from July 13, 201 7. The Board of Directors extended gratitude for valuable contribution made by him during his tenure.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors of your Company is disqualified for being appointed as Director, as specified in Section 1 64(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. During the year under review, Executive Director of the Company did not receive any remuneration or commission from any of its subsidiaries of the Company.

Necessary information required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 and Secretarial Standards in respect of the re-appointment of Director (including his brief profile) at the ensuing Annual General Meeting is given in the Notice of the 34^th AGM of the Company.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company are as follows:

Mr. Narendra Shah, Executive Director

Mr. Ravindra Kumar Kakani, Chief Financial Officer

Mr. Ashish Mehta, Company Secretary

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 1 34(5) of the Companies Act, 201 3, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2018, 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 estimates 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, 201 8 and of the loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) 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

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.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The annual evaluation of the performance of the Board, its committees and of individual directors has been made in the manner as enumerated in the Nomination, Remuneration and Evaluation Policy as well as, in accordance with the provisions of Companies Act, 201 3 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5.

The performance evaluation of Independent Directors was carried out by the entire Board excluding the Director being evaluated; and the performance evaluation of the Executive Director and the Board as whole was carried out by the Independent Directors.

MEETINGS OF THE BOARD

The Board of Directors of the Company met five times during the financial year 201 7-1 8. The meetings were held on May 30, 201 7, August 22, 201 7, September 14, 201 7, December 5, 201 7 and February 14, 2018.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return of the Company in form MGT-9 in accordance with Section 92(3) of the Companies Act, 201 3 and relevant rules made thereunder is annexed herewith as Annexure I to this report.

AUDITOR AND AUDITORS REPORT STATUTORY AUDITORS

M/s. Ashok Khasgiwala & Co., Chartered Accountants (Firm Registration No. 0743C) were appointed as Statutory Auditors of the Company in the 30^th Annual General Meeting of the Company for a period of five years i.e. until the conclusion of the 35^th Annual General Meeting of the Company, subject to ratification of their appointment by members at every Annual General Meeting held after the 30^th AGM. The Board proposes ratification of the appointment of M/s. Ashok Khasgiwala & Co., Chartered Accountants as Statutory Auditors of the Company for approval of the members in the ensuing Annual General Meeting.

M/s. Ashok Khasgiwala & Co., Chartered Accountants have given a written consent and certificate to the effect that the ratification of their appointment, if made, would be in accordance with the provisions of Section 1 39 and 141 of the Companies Act, 2013. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 201 3 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit Report for the financial year ended March 31, 2018 issued by Mr. Prashant Diwan, Practising Company Secretary is annexed herewith as Annexure II and is self explanatory. The Board has advised the promoters to comply with provisions of Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, pertaining to dematerialization of their shareholding.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has three subsidiaries as at March 31, 201 8 i.e. Mangalore Liquid Impex Pvt. Ltd., Peninsular Tankers Pvt. Ltd. and Ruchi Renewable Energy Pvt. Ltd. The Company does not have any joint venture or associate Company during the year under review; however financials of an associate partnership firm, namely, Narang & Ruchi Developers have been consolidated in terms of applicable Accounting Standards.

The statement containing salient features of the financial statements of its Subsidiary Companies and their contribution to the overall performance of the Company during the period is attached with the financial statements of the Company in form AOC- 1. The Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.ruchiinfrastructure.com. Further, the audited financial statements together with related information of each of the subsidiary Companies have also been placed on the website of the Company at www.ruchiinfrastructure.com.

The policy for determining material subsidiary as approved by the Board of Directors of the Company is available on the website of the Company at www.ruchiinfrastructure.com.

PARTICULARS OF LOANS/ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans/advances, investments, guarantees made and securities provided during the year as required under the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, are provided in the notes to the standalone financial statements (Please refer Note 39 and 40 to the standalone financial statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm s length basis. Prior omnibus approval was obtained from the Audit Committee of the Board for the related party transactions which are of repetitive nature and/or which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the transactions under such omnibus approval of the Committee. All related party transactions were placed before the Audit Committee and the Board for review and approval.

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and policy of the Company on materiality of related party transactions. The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and the Board of Directors may be accessed on the Company s website at www.ruchiinfrastructure.com. Your directors draw attention of the members to Note 45 to the standalone financial statements which set out related party disclosures in terms of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity, the information related to conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is not applicable to the Company.

Foreign Exchange earning was Rs. Nil (Previous year Rs. Nil) and Foreign Exchange Outgo was Rs. 0.05 Crore (Previous year Rs. 0.16 Crore).

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate with the size and nature of its business. An internal audit programme covering various activities and periodical reports are submitted to the management as well as Audit Committee of the Board. The Company has a well-defined organizational structure, authority levels and internal rules and guidelines for conducting business transactions. Besides the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has put primary responsibility of implementing a robust Internal Financial Control framework and is under consistent supervision of Audit Committee, Board of Directors and also independent Statutory Auditors. During the year, no reportable material weakness in the design or operation of internal control system and their adequacy was observed.

RISK MANAGEMENT

With focused approach towards core business of storage infrastructure and renewable energy, the Board regularly reviews the risk management strategy of the Company.

CORPORATE GOVERNANCE

The Company adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI) and is committed to maintain the highest standards of corporate governance. A separate report on Corporate Governance forms an integral part of this Annual Report. Certificate of Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, is annexed herewith as Annexure III to this Report.

PARTICULARS OF EMPLOYEES

The information 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, is annexed herewith as Annexure IV to this report and the information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report. Further, the Annual Report is being sent to the members excluding the aforesaid annexure. In terms of provisions of Section 1 36 of the Companies Act, 201 3, the said annexure is open for inspection at the Registered office of the Company. Any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As required under Section 1 77(9) of the Companies Act, 201 3 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy for its directors and employees to report their genuine concerns/grievances. The Policy also provides adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Vigilance Officer. The Vigil Mechanism/Whistle Blower Policy is uploaded on the website of the Company at www.ruchiinfrastructure.com.

NOMINATION, REMUNERATION AND EVALUATION POLICY

The Nomination, Remuneration and Evaluation Policy of the Company as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company in accordance with the provisions of Section 1 78 of the Companies Act, 201 3 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 is annexed herewith as Annexure V to this report. The policy is also available on the website of the Company i.e. www.ruchiinfrastructure.com.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has a duly constituted Corporate Social Responsibility (CSR) Committee, which is responsible for fulfilling the CSR objectives of the Company. The Committee comprises of Mr. Mohan Das Kabra (Chairman with effect from August 22, 2017), Mr. Narendra Shah and Mrs. Ruchi Joshi, as members. Before induction of Mr. Mohan Das Kabra, the Committee was chaired by Mr. Veeresh Malik, who vacated the office of independent director with effect from July 13, 2017. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was approved by the Board and is available on the website of the Company at www.ruchiinfrastructure.com.

During the year, the Company was not obliged to spend any amount on CSR activities/ programs for want of average net profits calculated in terms of the provisions of Section 135 read with Section 198 of the Companies Act, 2013. Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure VI to this Report.

OTHER COMMITTEES OF THE BOARD

The Board of Directors of the Company had already constituted various Committees and approved their terms of reference/role in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at the meetings, are provided in the Corporate Governance Report forming part of this Annual Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company always believed in providing an encouraging work environment devoid of discrimination and harassment including sexual harassment and has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace. The policy covers all employees irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. No complaint was pending at beginning of the year and none has been received during the year.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions pertaining to such matters during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Executive Director of the Company did not receive any remuneration or commission from any of the subsidiaries of the Company.

5. No significant or material orders were passed by the Regulators/Courts/Tribunals impacting the going concern status of the Company and its operations in future.

6. No instances of fraud was reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the rules framed thereunder either to the Company or to the Central Government.

ACKNOWLEDGEMENT

Yours Directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Narendra Shah Krishna Das Gupta

Place: Indore Executive Director Director

Date : August 8, 2018 DIN: 021431 72 DIN:00374379

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the Thirty Second Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2016.

FINANCIAL RESULTS:

	2015-2016 (Rs.in Crore)	2014-2015 (Rs.in Crore)
Revenue from operations	2,322.72	1,059.63
Profit/(Loss) before Depreciation, Tax and Exceptional Items	5.77	(5.02)
Exceptional Items¹	â	40.55
Profit before depreciation and tax	5.77	35.53
Depreciation	10.00	12.50
Profit before taxation	(4.23)	23.03
Provision for taxation	(0.76)	(5.10)
Provision for tax for earlier years	â	(0.70)
Profit after taxation from continuing operations	(4.99)	17.23
Profit/(Loss) from discontinued operations*	â	(21.63)
Tax Expense for discontinued operations*	â	(7.35)
Profit/(Loss) after tax from discontinued operations	(4.99)	(14.28)
Profit/(Loss) after taxation	(4.99)	2.95
Balance brought forward from previous year	16.69	22.34
Less: Depreciation adjustment as per Companies Act, 2013	â	3.17
Amount available for appropriation	11.70	22.12
APPROPRIATION
Proposed Divided
- Preference	3.28	3.28
- Equity	â	1.23
Tax on dividend	0.67	0.92
Balance as at end of year	7.75	16.69

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of the Companies Act, 2013 including the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2015-16.

DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Amrita Shahra Sachdev, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

During the year, the members of the Company at its 31^st Annual General Meeting held on September 23, 2015, had appointed Mrs. Amrita Shahra Sachdev as a Director of the Company, liable to retire by rotation, pursuant to the provisions of Section 152 of the Companies Act, 2013 ("the Act") and Clause 49 of the erstwhile Listing Agreement. At the 31^st Annual General Meeting Mr. Krishna Das Gupta and Mr. Veeresh Malik were appointed as Independent Directors, pursuant to provisions of Section 149 and other applicable provisions of the Companies Act, 2013. Mr. K. P. Mandhana and Mr. Dinesh Khandelwal resigned from the Board with effect from July 6, 2015 and March 31, 2016 respectively. The Board of Directors place on record its sincere appreciation for the valuable contribution made by them during their association with the Company.

The Board of Directors of the Company, at its meeting held on April 8, 2016 has appointed Mr. Narendra Shah as an Additional Director, and Executive Director of the Company for a period of three years with effect from April 8, 2016 subject to the approval of shareholders. The terms & conditions of the appointment of Mr. Narendra Shah including remuneration are set out in the notice convening the 32^nd Annual General Meeting of the Company. The Company is in receipt of notice under Section 160 of the Companies Act, 2013 proposing his candidature for directorship of the Company.

Mr. Dinesh Chandra Shahra, Mr. Sajeve Deora, Mr. N. Murugan and Mr. Naveen Gupta have resigned from Directorship of the Company with effect from April 8, 2016, April 7, 2016, April 8, 2016 and April 21, 2016 respectively. The Board of Directors place on record its sincere appreciation for the valuable contribution made by them during their association with the Company.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors of your Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Necessary information required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards in respect of the appointment of Mr. Narendra Shah at the ensuing Annual General Meeting is given in the notice convening the 32^nd Annual General Meeting of the Company.

The details of familiarization programs to Independent Directors are available on the website of the Company i.e. www.ruchiinfrastructure.com.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel''s of the Company are as follows:

Mr. Dinesh Chandra Shahra, Managing Director (Upto April 8, 2016)

Mr. Narendra Shah, Chief Financial Officer (Upto April 7, 2016)

Mr. Narendra Shah, Executive Director (from April 8, 2016)

Mr. Ravindra Kumar Kakani, Chief Financial Officer (from April 8, 2016)

Mr. Ashish Mehta, Company Secretary

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2016, 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 estimates 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 loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) 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

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.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various committees as per the criteria of evaluation provided in the Nomination, Remuneration and Evaluation Policy adopted by the Company. The performance evaluation of Independent Directors was carried out by the entire Board and the performance evaluation of the Managing Director and the Non Independent Directors was carried out by the Independent Directors.

MEETINGS OF THE BOARD

The Board of Directors of the Company met five times during the financial year 2015-16. The meetings were held on May 27, 2015 (adjorned to May 30, 201 5), August 14, 2015, November 2, 2015 and February 1 0, 201 6.

EXTRACT OF ANNUAL RETURN

Extract of an Annual Return of the Company in form MGT-9 is annexed as Annexure I to this report.

AUDITOR AND AUDITORS'' REPORT STATUTORY AUDITORS

The Auditors Reports on the financial statements of the Company for the year 2015-16 is un-qualified and self explanatory.

M/s. Ashok Khasgiwala & Co., Chartered Accountants (Firm Registration No. 0743C) were appointed as Statutory Auditors of the Company in the 30^th Annual General Meeting of the Company for a period of five years i.e. until the conclusion of the 35^th Annual General Meeting of the Company, subject to ratification of their appointment by members at every Annual General Meeting held after the above said AGM. The Board proposes ratification of the appointment of M/s. Ashok Khasgiwala & Co., Chartered Accountants as Statutory Auditors of the Company for approval of the members in the ensuing Annual General Meeting.

M/s. Ashok Khasgiwala & Co., Chartered Accountants have furnished a written consent and certificate to the effect that the ratification of their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COST AUDITORS

The Board of Directors has re-appointed M/s. K.G. Goyal & Co., Cost Accountants (Registration No. 00017/07/2008) to conduct audit of the cost accounting records of the Company for the financial year 2016-17. A resolution regarding ratification of the remuneration payable to M/s. K.G. Goyal & Co., Cost Accountants, forms part of the Notice convening the 32^nd Annual General Meeting of the Company.

SECRETARIAL AUDITORS

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has four subsidiaries as at March 31, 2016 i.e. Mangalore Liquid Impex Pvt. Ltd., Union Infrastructure Solutions Pvt. Ltd., Peninsular Tankers Pvt. Ltd. and Ruchi Renewable Energy Pvt. Ltd.

The Company does not have any joint venture and associate Company during the year under review, however financials of an associate partnership firm, namely, Narang & Ruchi Developers have been consolidated in terms of applicable Accounting Standard.

The statement containing salient features of the financial statements and highlights of performance of its Subsidiary Companies and their contribution to the overall performance of the Company during the period is attached with the financial statements of the Company in form AOC-1. The Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.ruchiinfrastructure.com. Further, the audited financial statements together with related information of each of the subsidiary Companies have also been placed on the website of the Company at www.ruchiinfrastructure.com.

The policy for determining material subsidiary as approved by the Board of Directors of the Company are available on the website of the Company at www.ruchiinfrastructure.com.

PARTICULARS OF LOANS & ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure on particulars relating to loans, advances, guarantees, investment and securities, are provided in the standalone financial statements (Please refer Note 46 to the standalone financial statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arm''s length basis. All related party transactions were placed before the Audit Committee and the Board for review and approval. Prior omnibus approval was obtained from the Audit Committee of the Board for the related party transactions which are of repetitive nature and which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the transactions under such omnibus approval of the Committee. During the year, the Company has entered into certain related party transactions with M/s. Ruchi Soya Industries Limited which are material in terms of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and to approve the aforesaid transactions, an ordinary resolution is being proposed at the 32^nd Annual General Meeting of the Company for approval of the members. The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and the Board of Directors may be accessed on the Company''s website at www.ruchiinfrastructure.com. Your directors draw attention of the members to Note 46 to the financial statements which set out related party disclosures in terms of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company does not have any manufacturing activity, the information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is not applicable to the Company.

No Technology Absorption was effected during the year under review.

Foreign Exchange earning was Rs.44.95 Crores (Previous year Rs.279.91 Crores) and Foreign Exchange Outgo was Rs.4.88 Crores (Previous year Rs.1 90.43 Crores)

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations to safeguard and protect from loss, unauthorized use or disposition of its assets. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system of the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. All the transactions are properly authorized, recorded and reported to the Management of the Company. Significant audit observations and recommendations along with corrective actions taken by the management thereon are presented to the Audit Committee and thereafter to the Board.

RISK MANAGEMENT

With focused approach towards core business of infrastructure and renewable energy, the Board regularly reviews the risk management strategy of the Company.

CORPORATE GOVERNANCE

The Company has in practice a comprehensive system of Corporate Governance. A separate report on Corporate Governance in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms integral part of this report. Certificate regarding compliance of conditions of Corporate Governance issued by Statutory Auditors is annexed to this Report as Annexure III.

PARTICULARS OF EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure IV to this report.

The particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, may be made available to the members on request and the Annual Report is being sent to the members excluding such particulars.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy in terms of the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, which deals with the genuine concerns about unethical behavior, actual or suspected fraud and violation of the Company''s Code of Conduct and ethics. The Vigil Mechanism/ Whistle Blower Policy is uploaded on the website of the Company at www.ruchiinfrastructure.com.

NOMINATION, REMUNERATION AND EVALUATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Nomination, Remuneration and Evaluation Policy and is annexed as Annexure V to this report. The same is also available on the website of the Company i.e. www.ruchiinfrastructure.com.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of the Company. The Committee comprises of three Directors viz. Mrs. Amrita Shahra Sachdev (Chairman of the Committee), Mr. Veeresh Malik and Mr. Narendra Shah (Members). The Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at www.ruchiinfrastructure.com. Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure VI to this Report.

COMMITTEES OF THE BOARD

The Board of Directors of the Company has the following Committees; Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee.

The details of the role of Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee along with their composition, number of meetings held during the financial year and attendance at the meetings are provided in the Corporate Governance Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. During the year under review, the details of complaints received and disposed off are as follows:

No. of Complaints outstanding as of April, 2015 : Nil

No. of Complaints received : Nil

No. of Complaints disposed off : Not Applicable

No. of complaints pending as on March 31, 2016 : Nil

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions pertaining to such matters during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Director of the Company did not receive any remuneration or commission from any of the subsidiaries of the Company.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

6. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

ACKNOWLEDGEMENT

Yours Directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Narendra Shah Amrita Shahra Sachdev

Place: Gurgaon Executive Director Director

Date : August 9, 2016 DIN:02143172 DIN:01494961

Mar 31, 2015

Dear Shareholders,

The directors have pleasure in presenting the Thirty First Annual Report together with the Audited Statement of accounts of the Company for the year ended March 31, 2015.

1. FINANCIAL RESULTS:

2014-2015 2013-2014 (Rs. in Crore) (Rs. in Crore)

Revenue from operations 1,059.63 2,633.51

Profit / (Loss) before exceptional item, depreciation and tax (5.02) 16.16

Exceptional Item* 40.55 -

Profit before depreciation and tax 35.53 16.16

Depreciation 12.50 15.18

Profit before taxation 23.03 0.98

Provision for taxation (5.10) (1.78)

Provision for tax for earlier years (0.70) -

Profit after taxation from continuing operations 17.23 2.76

Profit/(Loss) from discontinued operations* (21.63) (1.83)

Tax Expense for discontinued operations (7.35) -

Profit/(Loss) after tax from discontinued operations (14.28) (1.83)

Profit after taxation 2.95 0.93

Balance brought forward from previous year 22.34 26.69

Less: Depreciation adjustment as per Companies Act, 2013 3.17 -

Amount available for appropriation 22.12 27.62

APPROPRIATION

Proposed Dividend

Â Preference 3.28 3.28

Â Equity 1.23 1.23

Tax on dividend 0.92 0.77

Balance as at end of the year 16.69 22.34

*During the financial year 2014-15, the Company has transferred its oil refining business in accordance with approval accorded by the members of the Company, in January, 2014 pursuant to Section 293(1) (a) of the Companies Act, 1956. Exceptional item mentioned above, represents the gain on transfer of the Oil refining business.

2. DIVIDEND AND TRANSFER TO RESERVES:

Your directors recommend dividend on 54,60,613 - 6% Non Convertible Cumulative Redeemable Preference Shares of Rs. 100/- each amounting to Rs. 3.28 crore.

Your directors also recommend dividend of 6% (Rs. 0.06 per share on face value of Rs. 1/-) on equity capital of Rs. 20.52 crore for the year under review as against 6% (Rs. 0.06 per share on face value of Rs. 1/-) on equity capital of Rs. 20.52 crore for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs. 5.43 crore as against Rs. 5.28 crore in the previous year. No amount is proposed to carry to any reserve.

3. OPERATIONS AND STATE OF AFFAIRS:

The Company had entered into a Business Transfer agreement with Ruchi Soya Industries Limited, pursuant to the approval of its members for sale and transfer of oil refining business. The transfer has been given effect during the year under review. During the year under review, the revenue from continuing operation decreased to Rs. 1,059.63 crore from Rs. 2,633.51 crore in previous year, mainly on account of lower revenue from commodities business. Profit before depreciation and tax from continuing operations increased to Rs. 35.53 crore (inclusive of exceptional gain of Rs. 40.55 crore from transfer of Oil refining business) as against Rs. 16.16 crore in the previous year. After accounting for discontinued operations, profit after tax was recorded at Rs. 2.95 crore as against Rs. 0.93 crore in the previous year.

The Company continues to focus on its core business of storage infrastructure and renewable energy. Your Company has acquired land admeasuring 42.97 acres from APIIC Ltd. at Industrial Park, Krishnapatnam Port to develop storage facility for liquid and dry cargo. Krishnapatnam Port is one of the fastest coming up ports in India and is ideally suited to cater to States of Andhra Pradesh, Tamil Nadu and Karnataka. With development of Chennai - Bangalore Industrial corridor, the strategic locational advantage of Krishnapatnam Port is expected to improve manyfold.

The Company is in advanced stage for setting up silos for grain-storage at railway sidings and has acquired land at four appropriate locations in the State of Madhya Pradesh. The Company is also evaluating opportunities for investment in renewable energy business, keeping in view the need and prospects of clean energy and sustainability.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Naveen Gupta retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offers himself for re-appointment.

In accordance with Clause 49(IV)(G)(1) of the Listing Agreement, the information of the directors retiring by rotation at the ensuing Annual General Meeting is given in para 2 of Corporate Governance Report.

Mrs. Amrita Shahra Sachdev was appointed as Additional Director on 26th March, 2015. She holds office till the conclusion of the ensuing Annual General Meeting. The company is in receipt of the notice under section 160 of the Companies Act, 2013 proposing her candidature for directorship of the Company.

Mr. Vijay Kumar Jain and Mr. Kanta Prasad Mandhana ceased to be Directors of the Company with effect from 7th January 2015 and 6th July, 2015 respectively. Mr. Nand Kishor Maheshwari, Chief Financial Officer has resigned from the post with effect from 3rd April, 2015. The Board takes on record their valuable contribution rendered during their tenure with the Company. Mr. Narendra Shah has been appointed as Chief Financial Officer with effect from 30th May, 2015.

Mr. Dinesh Shahra, Director of the Company was appointed as Managing Directors with effect from 14th August, 2014 in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

5. MEETINGS OF THE BOARD:

The Board of Directors met four times during the year on May 30, 2014, August 14, 2014, November 11, 2014 and February 9, 2015. For further details, please refer Corporate Governance Report.

6. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 51 to the standalone financial statement).

7. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report.

8. SUBSIDIARIES AND ASSOCIATES:

Your Company has four subsidiaries as at March 31, 2015 viz. Mangalore Liquid Impex Private Limited, Union Infrastructure Solutions Private Limited, Peninsular Tankers Private Limited and Ruchi Renewable Energy Private Limited. and an associate partnership firm, namely Narang & Ruchi Developers.

Ruchi Renewable Energy Private Limited became the subsidiary of the Company during the year. Ruchi Resources Pte Ltd, a foreign subsidiary of the company was voluntarity wound up with effect from 18th February, 2015 in the absense of operations.

In accordance with the Companies Act, 2013 and Accounting Standard (AS)-21 on consolidated Financial Statement, the audited consolidated financial statement is provided in the Annual Report.

The statement containing salient features of the financial statement of its subsidiaries and associate partnership firm is attached with the standalone financial statement in prescribed form AOC-1.

The Policy for determining material subsidiaries as approved by the Board of Directors of the company may be accessed on the Company's website www.ruchiinfrastructure.com.

9. CORPORATE GOVERNANCE:

The Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company's Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under Section 134(3)(c) of the Companies Act, 2013, your directors subscribed to the "Directors' Responsibility Statement" and confirm as under:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors had selected appropriate 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 2014-15 and of the profit of the Company for that period;

(iii) 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; and

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2015 on a 'going concern' basis.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. PARTICULARS OF EMPLOYEES:

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure II.

There are no employees, particulars of which are required to be furnished in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of The Companies (Accounts) Rules, 2014 has been annexed as Annexure III.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website www.ruchiinfrastructure.com.

Your Directors draw attention of the members to Note 46 to the financial statement which sets out related party disclosures.

14. AUDIT AND AUDITOR'S REPORT: Statutory Auditor:

The Statutory Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants (Firm Reg. No. 0743C) were appointed as Statutory Auditor of the company from the conclusion of Thirtieth Annual General Meeting till the conclusion of Thirty Fifth Annual General Meeting (subject to ratification by the members at every Annual General Meeting).

In view of the above, the existing appointment of M/s Ashok Khasgiwala & Co., Chartered Accountants, covering the period from the conclusion of this ensuing AGM until the conclusion of the next Annual General Meeting to be held for the financial year 2015-16, is being placed for member's ratification.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Auditor:

M/s K. G. Goyal & Co., Cost Accountants (Registration No. 00017/07/2008) of Jaipur have been re-appointed to conduct audit of the Cost Accounting records of the Company for the financial year 2015-16.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended March 31, 2015 issued by Mr. Prashant Diwan, Practicing Company Secretary is annexed herewith as Annexure IV to this report. On the remark of the Secretarial Auditors, the Board submits that for certain period of time during the year under review, the composition of Board required an independent director. The Company is in receipt of notices in terms of provisions of Section 160 of the Companies Act, 2013 proposing candidature of two independent directors. Such proposals, if approved at the ensuing AGM, will render the composition of the Board in compliance with clause 49 II A (2) of the Listing Agreement. The Board has also constituted Risk Management Committee during the financial year 2015-16.

15. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company and the same is attached to the Directors' Report as Annexure V.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR policy may be accessed on the Company's Website www.ruchiinfrastructure.com. The Annual Report on CSR activities is annexed herewith marked as Annexure VI.

17. RISK MANAGEMENT:

Your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing and identification of the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks. Such Committee is in the process of reframing the policy for continuing business of the Company. The Board regularly reviews the risk management stategy of the Company to ensure the effectiveness of risk management policy and procedures.

18. VIGIL MECHANISM:

The Company has established a vigil mechanism/ Whistle Blower Committee, in which the genuine concerns are expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The vigil mechanism policy may be accessed on the Company's website www.ruchiinfrastructure.com.

19. BOARD COMMITTEES:

Various committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee, Risk Management Committee, have been constituted by the Board of Directors.

All decision pertaining to the constitution of committees, appointment of members and fixing the terms of reference / role of the Committees are taken by the Board of Directors.

Detail of the role and composition of relevant Committees, including the number of meetings held during the financial year and attendance at such meetings, are provided in the Corporate Governance Report Section of the Annual Report.

20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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 & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year under review:

No. of complaints received : Nil

No. of complaints disposed off : Not Applicable.

21. OTHER DISCLOSURES:

Details in respect of adequecy of internal financial controls has been provided separately in Management Discussion and Analysis Report. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

22. ACKNOWLEDGMENT:

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place:Mumbai Dinesh Shahra

Date :August 14, 2015 Managing Director

Mar 31, 2014

Dear Shareholders,

The directors have pleasure in presenting the Thirtieth Annual Report together with the Audited Statement of accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS:

2013-2014 2012-2013 (Rs. in Crore) (Rs. in Crore)

Revenue from operations 3770.14 2272.89

Profit before depreciation and tax 18.81 39.50

Depreciation 19.66 22.23

Profit before taxation (0.85) 17.27

Provision for taxation (1.78) 11.89

Provision for tax for earlier years Â Â

Profit after taxation 0.93 5.38

Balance brought forward from previous year 26.69 27.58

Amount available for appropriation 27.62 32.96

APPROPRIATION

General Reserve Â 1.00

Proposed Dividend

Â Preference 3.28 3.28

Â Equity 1.23 1.23

Â Tax on dividend 0.77 0.76

Balance as at end of the year 22.34 26.69

27.62 32.96

DIVIDEND:

Your directors recommend dividend on 54,60,613 6% Non Convertible Cumulative Redeemable Preference Shares of Rs. 100/- each amounting to Rs. 3.28 crore.

Your directors also recommend dividend of 6% (Rs. 0.06 per share on face value of Rs. 1/-) on equity capital of Rs. 20.52 crore for the year under review as against 6% (Rs. 0.06 per share on face value of Re. 1/-) for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs. 5.27 crore as against Rs. 5.27 crore in the previous year.

OPERATIONS:

During the year under review, the revenue from operations of your Company increased to Rs. 3,770.14 crore from Rs. 2,272.89 crore in the previous year. However, the Profit before depreciation and tax decreased to Rs. 18.81 crore from Rs. 39.50 crore in the previous year, on account of (a) lower capacity utilization of the refining capacity and absorption of costs primarily due to inverted import duty structure of edible oil and (b) increase in foreign currency hedging cost during the year.

The company has incurred loss of Rs. 0.85 crore as compared to profit before tax of Rs. 17.27 crore in the previous year. After write back of Deferred Taxes, there is a Profit after Tax of Rs. 0.93 crore against Rs. 5.38 crore in the previous year.

FUTURE OUTLOOK:

The company will continue to focus on expanding the business of storage infrastructure and allied business activities, keeping in view the strong business potential in line with the increase in GDP growth, Government''s attention on improving infrastructure, encouragement for cost effective storage of commodities to support supply chain efficiencies for deriving better value for the farming community and overall rural development.

Your Company is awaiting due allotment of land at Krishnapatnam Port for construction of Liquid Storage Tanks. The Company foresees better utilisation of storage capacities at the ports in view of the growing demand for storage infrastructure.

The company had entered into a Business Transfer agreement with Ruchi Soya Industries Limited, pursuant to the approval of the members of the company, for sale and transfer of oil refining business of the Company being run at its plant situated at Kakinada, in the state of Andhra Pradesh on ''going concern'' basis. Necessary approvals are being obtained and the process of completion is in progress. Post such sale the Company would be focusing on its core storage Infrastructure business.

DIRECTORS:

Mr. Dinesh Khandelwal and Mr. Naveen Gupta retire by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offer themselves for re-appointment.

The Company is in receipt of Notices in terms of provisions of Section 160 of the Companies Act, 2013 for candidature of Mr. Sajeve Deora, Mr. Kantaprasad Harigovind Mandhana and Mr. Navamani Murugan as Independent Directors.

In accordance with Clause 49(IV)(G)(1) of the Listing Agreement, the information of the directors retiring by rotation at the ensuing Annual General Meeting is given in para 2 of Corporate Governance Report.

Mr. Enikapati Srinivasulu has resigned from the post of Manager of the Company with effect from January 12, 2014.

Mr. Dinesh Shahra, director of the Company has been appointed as Managing Director of the Company, with effect from August 14, 2014 subject to the approval of the members of the Company at the ensuing Annual General Meeting in accordance with the provisions of Sections 196 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SUBSIDIARY COMPANIES:

Your Company has four subsidiaries as at March 31, 2014 viz. Ruchi Resources Pte. Ltd., Mangalore Liquid Impex Pvt. Ltd., Union Infrastructure Solutions Pvt. Ltd. and Peninsular Tankers Pvt. Ltd.

The Company has complied with the conditions of General Circular No. 2 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India and availed exemption from compliance of Section 212 of the Companies Act, 1956. Hence, the annual accounts of the subsidiary companies, directors and auditors reports thereon do not form part of the Annual Report of the Company.

The Company undertakes to provide annual accounts of the subsidiary companies and the related detailed information to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the registered office of the holding company and of subsidiary companies concerned.

Your Board is in the process of reviewing the past performance and business outlook of all the subsidiaries for taking suitable action plan, keeping in view the business potential and contribution of each of the subsidiaries in improving the long term value of your Company.

CORPORATE GOVERNANCE:

The Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company''s Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the "Directors'' Responsibility Statement" and confirm as under:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors had selected appropriate 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 2013-14 and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken 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; and

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with the rules thereunder, form part of this Report. However, as per the provisions of Section219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts excluding the statement of particulars of employees, are being sent to the shareholders of Company. Any shareholder interested in obtaining the statement may write to the Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure ''A'' forming part of this Report.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

AUDITORS:

The Statutory Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

M/s K. G. Goyal & Co., Cost Accountants (Registration No. 00017/07/2008) have been re-appointed to conduct audit of the Cost Accounting records of the Company for the financial year 2014-15.

ACKNOWLEDGMENT:

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place:Mumbai Dinesh Shahra

Date :August 14, 2014 Managing Director

Mar 31, 2013

Dear Shareholders,

The directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Statement of accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs. in Crore) (Rs. in Crore)

Revenue from operations 2272.89 2964.27

Profit before depreciation and tax 39.50 39.40

Depreciation 22.23 26.00

Profit before taxation 17.27 13.40

Provision for taxation 11.89 3.50

Provision for tax for earlier years 0.65

Profit after taxation 5.38 9.25

Balance brought forward from previous year 27.58 27.57

Amount available for appropriation 32.96 36.82

APPROPRIATION

General Reserve 1.00 4.00

Proposed Dividend

Â Preference 3.28 3.28

Â Equity 1.23 1.23

Â Tax on dividend 0.76 0.73

Balance as at end of the year 26.69 27.58

32.96 36.82

DIVIDEND:

Your directors recommend dividend on 54,60,613 6% Non Convertible Cumulative Redeemable Preference Shares of Rs. 100/- each amounting to Rs. 3.28 crore.

Your directors also recommend dividend of 6% (Rs. 0.06 per share on face value of Rs. 1/-) on equity capital of Rs. 20.52 crore for the year under review as against 6% (Rs. 0.06 per share on face value of Rs. 1/-) for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs.5.27 crore as against Rs. 5.24 crore in the previous year.

OPERATIONS:

During the year under review, the revenue from operations of your Company decreased to Rs. 2,272.89 crore from Rs. 2,964.27 crore in the previous year. Profit before depreciation and tax marginally increased to Rs. 39.50 crore from Rs. 39.40 crore in the previous year. Profit before tax has gone up to Rs. 17.27 crores from Rs. 13.40 crores. However, due to higher provision for taxation, the Profit after tax has declined to Rs. 5.38 crores as against Rs. 9.25 crores in the previous year.

FUTURE OUTLOOK:

Your Company is in advance stage of acquiring land at Krishnapatnam Port for construction of Liquid Storage Tanks to cater to the growing requirements.

According to the industry estimates, the consumption of edible oil is expected to increase from the current level of approximately 17 Million MT to over 21 Million MT by the year 2015. Due to lower domestic supply, the import of edible oil will rise to meet the demand-supply gap, offering good business opportunities for storage facilities at ports.

Recently the Company has been selected for setting up new warehousing facilities at 16 locations in the state of Madhya Pradesh under the M.P. Government Warehousing & Logistic Policy 2012 to establish additional capacity of around 2,07,000 MT. This is in addition to existing warehousing facilities of 2,16,000 MT at 22 locations.

The Company is also exploring opportunity in supply chain businesses to increase the volume of operations and as value to the stake holders.

DIRECTORS:

Mr. Dinesh Shahra and Mr. Kanta Prasad Mandhana retire by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offer themselves for re-appointment.

In accordance with Clause 49(IV)(G)(1) of the Listing Agreement, the information of the directors retiring by rotation at the ensuing Annual General Meeting is given in para 2 of Corporate Governance Report.

Mr. Enikapati Srinivasulu has been appointed as Manager of the Company in accordance with Section 269 of the Companies Act, 1956 with effect from February 27, 2013.

SUBSIDIARY COMPANY:

Your Company has four subsidiaries as at March 31, 2013 viz. Ruchi Resources Pte. Ltd., Mangalore Liquid Impex Pvt. Ltd., Union Infrastructure Solutions Pvt. Ltd. and Peninsular Tankers Pvt. Ltd.

The Company has complied with the conditions of General Circular No. 2 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India and availed exemption from compliance of Section 212 of the Companies Act, 1956. Hence, the annual accounts of the subsidiary companies, directors and auditors reports thereon do not form part of the Annual Report of the Company.

The Company undertakes to provide annual accounts of the subsidiary companies and the related detailed information to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the registered office of the holding company and of subsidiary companies concerned.

CORPORATE GOVERNANCE:

The Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company''s Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the "Directors'' Responsibility Statement" and confirm as under:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors had selected appropriate 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 2012-13 and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken 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; and

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2013 on a Âgoing concern'' basis.

PARTICULARS OF EMPLOYEES:

There are no employees, particulars of which are required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with the rules there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure ÂA'' forming part of this Report.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

AUDITORS:

The Statutory Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

M/s. K. G. Goyal & Co., Cost Accountants (Registration No. 00017/07/2008) of Jaipur have been re-appointed to conduct audit of the Cost Accounting records of the Company for the financial year 2013-14.

ACKNOWLEDGMENT:

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place:Mumbai Dinesh Shahra

Date :May 30, 2013 Director

Mar 31, 2012

The directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS:

2011-2012 2010-2011 (Rs. in crore) (Rs. in crore)

Total Revenue 2,964.27 1,752.63

Profit before depreciation and tax 39.40 49.39

Depreciation 26.00 26.18

Profit before extraordinary item and tax 13.40 23.21

Extraordinary Item Ã (1.16)

Profit before taxation 13.40 24.37

Provision for taxation 3.50 4.20

Provision for tax for earlier years 0.65 (0.17)

Profit after taxation 9.25 20.34

Balance brought forward from previous year 27.56 22.94

Amount available for appropriation 36.81 43.28

APPROPRIATION

General Reserve 4.00 10.00

Proposed dividend - Preference 3.28 3.28

- Equity 1.23 1.64

Tax on dividend 0.73 0.80

Balance as at end of the year 27.57 27.56

36.81 43.28

DIVIDEND:

Your directors recommend dividend on 54,60,613, 6% Non Convertible Cumulative Redeemable Preference Shares of Rs. 100/- each amounting to Rs. 3.28 crore.

Your directors also recommend dividend of 6% (Rs. 0.06 per share on face value of Rs. 1/-) on equity capital of Rs. 20.52 crore for the year under review as against 8% (Rs. 0.08 per share on face value of Rs. 1/-) for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs. 5.24 crore as against Rs. 5.72 crore in the previous year.

OPERATIONS:

During the year under review, the total revenue of your Company increased to Rs. 2,964.27 crore from Rs. 1,752.63 crore in the previous year, recording a growth of over 69%. The Profit before depreciation and tax decreased to Rs. 39.40 crore from Rs. 49.39 crore in the previous year, primarily due to higher cost of raw materials and unfavourable foreign exchange fluctuations. Profit after tax of Rs. 9.25 crore was recorded during the year as against Rs. 20.34 crore in the previous year.

FUTURE OUTLOOK:

The existing infrastructure for storage facilities for edible oils, petroleum, liquid bulk chemicals etc., has the propensity to scale up in the long run. The long term potential for growth in this sector is, therefore, promising and the demand for infrastructural requirements is likely to grow in future.

Keeping in view the demand for liquid storage at port based areas, your Company is examining the possibilities of expanding capacities at existing locations and is exploring new locations to cater to the growing requirements.

The demand for quality warehouses has been high. The business of good quality warehousing for agri-commodities has a good future. Having established ourselves as one of the major players of quality warehousing in Madhya Pradesh, we are examining the possibility of further extension and diversification of services.

According to the industry estimates, the consumption of edible oil is expected to increase from the current level of approximately 17 Million MT to over 21 Million MT by the year 2015. Due to lower domestic supply, the import of edible oil will rise to meet the demand-supply gap, offering good business opportunities for the edible oil refinery of the Company.

REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS:

During the year, the Company has duly redeemed all outstanding Foreign Currency Convertible Bonds (FCCBs) on due date in accordance with the terms and conditions of issue of such FCCBs.

As on March 31, 2012, there was no bond / securities issued by the Company having convertibility option.

DIRECTORS:

Mr. Sajeve Deora and Mr. Vijay Kumar Jain retire by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANY:

The Company has complied with the conditions of General Circular No. 2 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India and availed exemption from compliance of Section 212 of the Companies Act, 1956. Hence, the annual accounts of the subsidiary companies, directors and auditors reports thereon, do not form part of the Annual Report of the Company.

CORPORATE GOVERNANCE:

The Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company's Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the "Directors' Responsibility Statement" and confirm as under:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors had selected appropriate 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 2011-2012 and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken 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; and

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

PARTICULARS OF EMPLOYEES:

There are no employees, particulars of which are required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with the rules there under.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure 'A' forming part of this Report.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

AUDITORS:

The Statutory Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

M/s K. G. Goyal & Co., Cost Accountants (Regn. No. 00017/07/2008) of Jaipur have been appointed to conduct audit of the Cost Accounting records of the Company for the year 2012-13 vide Central Government's Order No. 52/26/CAB/2010 dated January 24, 2012.

ACKNOWLEDGMENT:

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai Dinesh Shahra

Date : August 14, 2012 Director

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS :

(Rs. in Crore)

2010-2011 2009-2010

Sales & Services 1,756.44 1,466.75

Profit before depreciation, tax & extraordinary items 49.94 52.82

Less : Depreciation 26.18 23.98

Profit before prior period adjustments, tax & extraordinary items 23.76 28.84

Less : Prior period adjustments 0.55 Ã

Profit before tax 23.21 28.84

Less : Provision for current tax 6.85 4.60

Less : Provision for deferred tax (2.65) (0.56)

Less : Short/(Excess) provision for taxation of earlier year (0.17) Ã

Profit after tax before extraordinary items 19.18 24.80

Add : Extraordinary item (net of tax) 1.16 9.75

Profit after tax 20.34 34.55

Add : Balance brought forward from previous year 22.94 4.13

Amount available for appropriation 43.28 38.68

APPROPRIATIONS :

General reserve 10.00 10.00

Dividend on preference shares 3.28 3.28

Dividend on equity shares 1.64 1.63

Tax on dividend 0.80 0.83

Surplus carried to balance sheet 27.56 22.94

43.28 38.68

DIVIDEND :

Your Directors recommend dividend on 54,60,613 - 6% Non Convertible Cumulative Redeemable Preference Shares of Rs.100/- each amounting to Rs.3.28 Crore.

Your Directors also recommend dividend of 8% (Re.0.08 on face value of Re.1/-) on equity capital of Rs.20.52 crore for the year under review as against 8% (Re.0.08 on face value of Re.1/-) for the previous year. The total outgo on account of dividend and tax thereon amounts to Rs.5.72 Crore as against Rs.5.74 Crore in the previous year.

OPERATIONS :

During the year under review, the sales and services of your Company have increased to Rs.1,756.44 Crores from Rs.1,466.75 Crores in the previous year, recording a growth of over 19%. In view of intense competition and challenging business environment, the Operating Profit has been recorded at Rs.49.94 Crores aginst Rs.52.82 Crores in previous year. Due to decline in the extraordinary item income in the year under review, the profit after tax is recorded at Rs.20.34 Crores in comparison to Rs.34.55 Crores for the previous year.

FUTURE OUTLOOK :

The demand for edible oil in India has been stable and growing in line with the higher disposable income. In view of the demand- supply gap, over 53% of the domestic edible oil consumption is met by imports and the share is expected to increase in future. Your company is hopeful of utilizing the port based edible oil refining facility at Kakinada, Andhra Pradesh State at a higher level in future.

The operations with respect to Agri-Warehouses in Madhya Pradesh have stabilized. In the backdrop of the current economic scenario regarding availability of food and food prices, Food Security Act, Government initiatives for encouraging modern warehousing and anticipated demand for development of back-end for retail, the Company would like to expand the foot-print further and emerge as a leader in the area of storage of various kinds of agri-commodities.

The new policies and developments in the market are expected to generate not only higher revenues, but also fixed and long-term demands for storage space and allied services, for which the Company has already established a sound base.

Your company has been allotted 14,550 sq. mtrs. of land by Kandla Port Trust for construction of Liquid Storage Tanks recently. Keeping in view the demand for Liquid storage at port based areas, your company is looking forward to set up substantial additional storage capacity for liquid cargo in the years to come.

DIRECTORS :

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 82(1) of the Articles of Association of the Company, Mr. Vijay Kumar Jain was appointed as an Additional Director on the Board of Directors of the Company with effect from November 10, 2010. The Company has received a notice from a member, along with a deposit in terms of Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director of the Company.

Mr. Naveen Gupta and Mr. Navamani Murugan retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offers themselves for re-appointment.

As per Clause 49(IV)(G) of the Listing Agreement, the information in detail about Mr. Naveen Gupta and Mr. Navamani Murugan, the retiring Directors at the ensuing Annual General Meeting, is given in para 2 of the Corporate Governance Report.

SUBSIDIARY COMPANIES :

The Company has complied with the conditions of General Circular No. 2 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India and availed exemption from compliance of Section 212 of the Companies Act, 1956. Hence, the annual accounts of the subsidiary companies, directors and auditors reports thereon, do not form part of the Annual Report of the Company.

The Company undertakes to provide annual accounts of the subsidiary companies and the related detailed information to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the registered office of the holding company and of the subsidiary companies concerned.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, a report on compliance of Corporate Governance is made as a part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 21 7(2AA) of the Companies Act, 1956, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2011 the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected appropriate accounting policies and applied them consistently, and made judgments and estimates that were 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 2010-2011 and of the profit of the Company for that period;

(iii) proper and sufficient care has been taken 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; and

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2011 on a 'going concern' basis.

PARTICULARS OF EMPLOYEES :

There is no employee, particulars of which is required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with the rules there under.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE :

Information required under Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this Report.

FIXED DEPOSITS :

During the year under review, the Company has not accepted any deposits from the public.

AUDITORS :

Members of the Company on August 1, 2011 appointed, by way of postal ballot, M/s. Ashok Khasgiwala & Co., Chartered Accountants as the statutory auditors of Company to fill up the casual vacancy in the office of statutory auditors of the Company. The Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENTS :

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks and Stakeholders of the Company and look forward to their continued support. Your Directors also express their appreciation for the dedicated and sincere services rendered by the employees of your Company.

For and on behalf of the Board of Directors

Place : Mumbai Dinesh Shahra

Date : August 27, 2011 Director

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Rs. in Crore) 2009-2010 2008-2009

Sales & Services 1,463.95 1,173.28

Profit before Depreciation, Tax & Exceptional Items 52.82 5.41

Less: Depreciation 23.98 20.76

Profit before Tax & Extraordinary 28.84 (15.35)

Less: Provision for Tax 4.60 -

Less: Provision for deferred tax (0.56) 2.10

Less: Provision for fringe benefit tax - 0.13

Profit after Taxation 24.80 (17.58)

Add: Extraordinary Items (Net of Tax) 9.75 5.65

Net Profit after Tax 34.55 (11.93)

Add: Balance brought forward from previous year 4.13 21.32

Amount available for appropriation 38.68 9.39

APPROPRIATIONS :

General Reserve 10.00 -

Dividend on Preference Shares 3.28 3.28

Dividend on Equity Shares 1.63 1.22

Tax on Dividend 0.83 0.76

Surplus Carried to Balance Sheet 22.94 4.13

38.68 9.39

DIVIDEND :

Yours Directors are pleased to recommend payment of dividend as under :

(Rs. in Crore) 2009-2010 2008-2009

(i) 6% (Rs.6/- per share) on 54,60,613 Cumulative Redeemable Preference Shares of Rs.100/- each 3.28 3.28

(ii) 8% (Re.0.08 per share) on 20,36,59,942 Equity Shares of Re. 1/- each for the fina- ncial year under review as against 6% (Re.0.06 per share) on 20,29,82,800 Equity Shares of Re.1/- each for the previous year 1.63 1.22

Total: 4.91 4.50

The total outgo on account of dividend and tax thereon amounts to Rs.5.74 Crore as against Rs.5.26 Crore in the previous year.

OPERATIONS :

During the year under review, the sales and services of your Company have increased to Rs.1,463.95 Crores from Rs.1,173.28 Crores in the previous year, recording a growth of 25%. The CompanyÃs Profit before depreciation, tax and exceptional items increased to Rs.52.82 Crores from Rs.5.41 Crores in the previous year reflecting a healthy growth. Your Company has posted a Net profit of Rs.34.55 Crore during the current financial year (Net loss of Rs.11.93 Crore for the Previous Year). Increase in profit is mainly due to improved performance of the Oil Division.

FUTURE OUTLOOK :

The company is optimally utilising the refining facilities at Kakinada, A.P., strengthening the sales and distribution channel and improved retail sales volume. In view of the current economic and rural income growth, coupled with expected increase in oil consumption patterns, the future seems lucrative potential for the value added products of the Company.

The Company is looking at active participation & focus with respect to development of modern warehousing & construction of silos for storage of various agri-commodities as well as augmenting storage facilities for liquid cargo at ports & potential inland locations.

Growth in Infrastructure is critical for the rapid economic growth of India. The Company has engaged itself in this direction of growth by showing more active participation in Real Estate business / township development / commercial & residential premises.

DIRECTORS :

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 82(1) of the Articles of Association of the Company, Mr. Sajeve Deora was appointed as an Additional Director on the Board of Directors of the Company with effect from 13th November, 2009. The Company has received a notice from a member, along with a deposit in terms of Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director of the Company.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 82(1) of the Articles of Association of the Company, Mr. Navin Khandelwal was appointed as an Additional Director on the Board of Directors of the Company with effect from 13th November, 2009. The Company has received a notice from a member, along with a deposit in terms of Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director of the Company.

Mr. Dinesh Khandelwal retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offers himself for re-appointment. As per clause (IV)(G) of the Listing Agreement, the information in detail about Mr. Dinesh Khandelwal is included in the Corporate Governance Report.

SUBSIDIARY COMPANIES :

The Report of Directors and Statement of Accounts of subsidiary Peninsular Tankers Pvt. Ltd., RIFL Energy Pvt. Ltd. and Ruchi Resources Pte. Ltd. together with the AuditorsÃ Report thereon, are attached. The requisite statement pursuant to Section 212 of the Companies Act, 1956, related to these subsidiary companies is also attached herewith.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, a report on compliance of Corporate Governance is made as a part of the Annual Report.

DIRECTORSÃ RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that :

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected appropriate accounting policies and applied them consistently, and made judgments and estimates that were 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 2009-2010 and of the profit of the Company for that period;

(iii) proper and sufficient care has been taken 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; and

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concernÃ basis.

PARTICULARS OF EMPLOYEES :

Particulars of employees as required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with the rules there under, form part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of your Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy, may write to the Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure forming part of the DirectorsÃ Report.

FIXED DEPOSITS :

During the year under review, the Company has not accepted any deposits from the public.

AUDITORS :

The Auditors M/s.M.M. Singla & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENTS :

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks and Stakeholders of the Company and look forward to their continued support. Your Directors also express their appreciation for the dedicated and sincere services rendered by the employees of your Company.

For and on behalf of the Board of Directors

Dinesh Shahra Director

Place : Mumbai Date : August 30, 2010

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