DIRECTOR'S REPORT Dear Members, Your Company Board of Directors ("Board") of Ruby Traders & Exporters Limited ("Company") with immense pleasure present the Thirty Fourth Annual Report on the business and operations of your Company for the financial year 2014-15. This Report is being presented along with the audited financial statements for the year. a. Review of operations and affairs of the Company: Your Company achieved a Net revenue from operations of Rs231.22 lacs as compared to Rs. 109.57 lacs . Your Company's profit after tax stood at Rs.5.57 lacs in current year as compared to Rs. 6.22 lacs in the previous year. Your directors are continuously looking for avenues for future growth of the Company in Textile industry& Finance sector. b. Dividend: Your Directors do not recommend any dividend for the year under review, and has decided to retain the surplus with the company for furthering the growth of the Company. c. Transfer to Reserves: The entire net profit of the company for the FY 2014-2015 is retained as Surplus. The Company has not proposed to transfer any amount to any reserve. d. Deposits: During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 read with The Companies (Acceptance of Deposit Rules), 2014. There are no public deposits, which are pending for repayment. e. Particularsof loans, guarantees or investments: Loans and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. Further it is informed that the Company has neither lent out any money, made any investment, given any guarantees nor provided any security during the Financial Year under review. f. Particulars of contracts or arrangements made with related parties: Your Company have not entered into any contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, during the financial year 2014-15. The Policy on Related Party Transaction is available on our website <http://www.rubytraders.co.in/> g. Variation in market Capitalization: During the financial year under review, the Securities of your Company were listed but there were no trading of these securities at BSE Limited till date.Further the Securities werelisted at The Calcutta Stock Exchange and The Uttar Pradesh Stock Exchange but no trading platform were provided by The Calcutta Stock Exchange& The Uttar Pradesh Stock Exchange, thus company is unable to provide any Market Price data for the securities of the Company. The data w.r.t. to Net-worth of the company is provided hereunder._ h. Director's Responsibility Statement: Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; (ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss 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 Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the directors have prepared the annual accounts on a going concern basis; (v) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; (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. i. Recommendations of the Audit Committee: During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. 2. Human Resource Management: Your Company brings robust skills and forward looking perspectives in the employees to solve the various challenges in your Company and thus to ensure good human resources management at Ruby Traders & Exporters Limited, we focus onall aspects of the employee lifecycle. This provides a holistic experiencefor the employee as well. Your Company's ability to deliver value is dependant on its ability to attract, retain and nurture talent. During their tenure at the Company,employees are motivated through various skill-development,engagement and volunteering programs. a. Particulars of employees: The table containing the names and other particulars of employees in accordance with the provisions of 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 appended as Annexure I to this report. There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company currently do not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees. b. Key Managerial Personnel: i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-Time Director: > MrRamrati Choudhury (DIN: 05178090) is the Managing Director of the Company w.e.f., 17thAugust, 2013 till the date of this Report. ii. Company Secretary: > Ms. Jyoti Goel was the Company Secretary w.e.f 15th January, 2014 till 15th December, 2014. > Ms. Shreya Kar was appointed as the Company Secretary w.e.f. 11th February, 2015. > During the year under review, the Board did not find a suitable candidate for the position of Company Secretary. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary. iii. Chief Financial Officer: > Mr. Jayanta Das has been appointed as the CFO of the Company w.e.f., 14thAugust, 2014. 3. Corporate Governance: The Company aims at not only its own growth but the maximisation of benefits to the Shareholders, employees, customers, government and also to the general public at large. Good Corporate Governance practises enables a Company to attract high quantity financial and human capital .The Company is committed to maintain the highest standards of corporate governance in process of adhering to the corporate governance requirements set out by SEBI CIRCULAR No. CIR/CFD/POLICY CELL/2/2014 April 17, 2014 and CIRCULAR No. CIR/CFD/POLICY CELL/7/2014 September 15, 2014 ,compliance of Clause 49 of the Listing Agreement is not mandated to your Company as the Company is having a paid up equity share capital not exceeding Rs. 10 Crore or Networth not exceeding Rs. 25 Crore in the immediate preceding financial year. a. Compliance Department: During the year under review, following changes took place with respect to the Compliance Officer of the Company: > Ms. Jyoti Goel, Company Secretary, was also acting as Compliance Officer of the Company and she resigned on15th December, 2014. > Ms. Shreya Kar was appointed as the Company Secretary of the Company with effect from 11thFebruary, 2015 at the board meeting held on the same day.Further in the same meeting she was also appointed as the Compliance Officer of the Company with effect from 11th February, 2015. The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes. b. Information on the Board of Directors of the Company: During the year under review, following changes took place in the Composition of Board of Directors of the Company; (i) The Shareholders at the Annual General Meeting of the Company held on 15th July, 2014 approved the appointment of a. Mr. Nikunj Kanodia (DIN:06427863) as Independent Director of the Company to hold office for five consecutive years, for a term upto 31st March 2019 b. Mr. Ashish Jalan (DIN:06503424), as Independent Director of the Company to hold office for five consecutive years, for a term upto 31st March 2019 (ii) The Board of Directors of the Company at the Meeting held on 14th November, 2014 approved the following; a. Mrs. Anita Jhunjhunwala (DIN: 05166313) was appointed as the Additional Director cum Independent Directorw.e.f., 14thNovember, 2014 to hold office till the conclusion of the ensuing General Meeting which was held on 5th February, 2015 where she was ratified to be IndependentDirectors to hold office for five consecutive years, for a term upto 31st March, 2020 During the year 2015-16 under review, following changes took place in the Composition of Board of Directors of the Company (i) The Board of Directors of the Company at the Meeting held on 15th May, 2015 approved the following: a. Mr. Manish Maskara (DIN:0718168) was appointed as the Additional Director cum Indepandant Director w.e.f. 15th May , 2015 to hold office till the conclusion of the ensuing General Meeting b. Mr. Nikunj Kanodia (DIN:06427863) resigned from the Board on 15th May, 2015 as the Independent Director In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company; (i) Mr. Manish Maskara (DIN:0718168) be regularised as the Independent Director of the Company to hold office from 15th May, 2015 to 14th May, 2020 under the provision of Section 149 of the Companies Act, 2013 and rules thereof. c. Board Diversity: The Company to ensure diversity of experience, knowledge, perspective, background, gender,age and culture have embraces the importance of a diverse board in its success. A diverse board will excel the working of the Company as well will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help usretain our competitive advantage. The Board has adopted the BoardDiversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website <http://www.rubytraders.co.in/>. d. Details with regards to meeting of Board of Directors of the Company: During the FY 2014-2015, 9(Nine) meetings of the Board of Directors of the Company were held 6th May, 2014; 19th May, 2014; 15th July, 2014;14th August, 2014; 8th November, 2014, 10th November, 2014, 10th December, 2014; 5th February, 2015 and 11th February, 2015. e. Policy on directors' appointment and remuneration: The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2015, the Board consist of 4 Members, 1 of whom is an Executive Director and 3of whom areIndependent Directors. The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as Annexure II to this report. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy. f. Declaration by Independent Directors: The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, and as per opinion of the Board and as confirmed by these Directors, they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 g. Training of Independent Directors: Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures. Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Conduct - PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative Schedule of upcoming Board andCommittee meetings. The Company through its Executive Directors / Key Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Programme for Independent Directors is available on our website <http://www.rubytraders.co.in/>. h. Board's Committees: Currently, the Board has two committees: a) The Audit Committee and b) The Nomination and Remuneration Committee. All committeesare appropriately constituted. The compositionof the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows Points to Note: • The NRC wasformed on 14th August, 2014. i. Board Evaluation: The board of directors has carried out an annual evaluation of its "own performance", "Board committees" and "individual directors" pursuant to the section 134(3) of the Companies Act, 2013. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, The same was discussed in the board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed. j. Listing: Your Company's equity shares were previously listed in The Calcutta Stock Exchange Limited and The U.P. Stock Exchange Limited. Your Company on 7th October, 2014 received listing approval from BSE Limited for listing of its securities on BSE Limited. Further it has received trading approval on 27th October, 2014 from BSE Limited. Further on 12th May, 2015 the equity shares of the company got delisted from The Calcutta Stock Exchange Limited vide voluntary delisting application filed by the Company to the exchange Further SEBI vide order No. WTM/RKA/MRD/49/2015 dated 9th June, 2015, granted exit to The U.P. Stock Exchange Limited from being a stock exchange w.e.f 9th June, 2015.Therefore the equity shares of the company stands delistedfrom UPSEfrom 9th June, 2015. Your Company's equity shares are currentlylisted at BSE Limited only. Your Company paid the Listing Fees to all the Exchanges for the year 2014-15 as well as 2015-16 in terms of listing agreement entered with the said Stock Exchange(s). k. Information in terms of Section II of Part II of the Schedule V of the Companies Act, 2013: (i) Elements of remuneration Package of all the Director: The details with regards to the remuneration Package of all the Director is provided in "Point No. VI" of the Extract of Annual Return in the prescribed format prepared in accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 and appended as Annexure III to this report. (ii) Details of Fixed Component and Performance linked incentives along with the performance criteria: The Company currently pays remuneration to only the Managing Director. The Company does not pay any remuneration by whatever name so called to its NonExecutive Director. Currently the entire remuneration being paid to the Executive Director contains only Fixed Component. (iii) Service Contract, Notice Period and Severance Fees: The Company has not entered in to any Service Contract with the Mr. Ramrati Choudhury, Managing Director of the Company. Thus there is no Fixed Notice Period or Severance Fees. (iv) Stock Options, if any: The Company currently do not have any stock option scheme for its Employees or Directors. 4. Auditors: a. Statutory Auditor: At the Annual General Meeting held on 15th July, 2014, M/s. Bajoria Mayank & Associates (Firm Registration No. 327336E), were appointed as statutory auditors of the Company from the conclusion of the 33rd Annual General Meeting till the conclusion of the 37th Annual General Meetingand subsequent written unwilling letter received by the company from M/s. Bajoria Mayank & Associates Chartered Accountants, stating their unwillingness to continue as the Statutory Auditors of the company from the conclusion of the 34th Annual General Meeting, and on the recommendation of the Audit Committee, M/s. M Jhunjhunwala & Associates (Firm Registration No. 328750E) be and is hereby appointed as Auditor of the Company to hold office from the conclusion of this the 34thAnnual General Meeting till the conclusion of the 39th Annual General Meeting of the Company to be held in the year 2020 (subject to ratification of its appointment at every AGM), and that the Board of Directors be and is hereby authorized to fix the remuneration plus service tax, out-of-pocket, travelling, etc. payable to them, as may be mutually agreed between the Board of Directors of the Company and the Auditor. b. Secretarial Auditors: Vishal Garg & Associations, Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the FY 2014-2015, as required under the Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2014-2015 is appended as Annexure IVto this report c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made: (i) by the Statutory Auditors in the Audit Report: The Auditors' report do not contain any qualifications, reservations or adverse remarks (ii) by the Secretarial Auditors in the Secretarial Audit Report: The Secretarial Auditor's Report do not contain any qualifications or adverse remarks d. Internal Financial Control The Company has a proper and adequate system of internal controls. This ensures that all the transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The Company also has an Audit Committee, comprising 3 (three) professionally qualified Directors, who interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls. e. Risk Management: The Company has a Risk Management Policy which has been adopted by the Board of Directors, currently, the Company's risk management approach comprises of the following :- • Governance of Risk • Identification of Risk • Assessment of Control of Risk The risks have been prioritized through a companywide exercise. Members of Senior Management have undertaken the ownership and are working on mitigating the same through co-ordination among the various departments, insurance coverage, security policy and personal accident coverage for lives of allemployees. The Company has appointed a Risk Officer and also put in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions. Risk Officer will make a presentation periodically on risk management to the Board of Directors and the Audit Committee. The Board and the Audit Committee provide oversight and review the risk management policyperiodically. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website <http://www.rubytraders.co.in/>. f. Vigil Mechanism The Company has established a mechanism for Director's and employee's to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The Board of Directors of the Company at its meeting held on 14th August, 2014 has devised the Whistle Blower Policy. Employees can report to the Managemen concerned unethical behaviour, act or suspected fraud or violation of the Company's Code of Conduct Policy. No Employee has been denied access to the Audit Commitee. The Whistle Blower Policy is available on the website of the Companyat <http://www.rubytraders.co.in/>. g. Statement on Material Subsidiary: The Company currently do not have any Material Subsidiary. The Policy on Identification of Material Subsidiariesis available on our website <http://www.rubytraders.co.in/>. 5. Corporate Social Responsibility: The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable to the company. a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo: (i) Energy Conservation: Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable. (ii) Foreign Exchange Earnings and Outgo: During the year there was no foreign exchange earnings or out flow. (iii) Research and Development & Technology Absorption: The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business. 6. Others: a. Extract of Annual Return: In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure III to this Report. b. Significant and Material Orders: There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. c. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013: The Company has in place an Ant- harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permenant,contractual, temporary , trainees) are covered under the policy. During the year under review, no complaints were received falling under the category of Sexual Harassment of Women. d. Other Disclosures: Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review: (i) Issue of equity shares with differential rights as to dividend, voting, or otherwise. (ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme. (iii) Redemption of Preference Shares and/or Debentures. 7. ACKNOWLEDGEMENT: Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company. By Order of the Board of Directors For RUBY TRADERS & EXPORTERS LIMITED RAMRATI CHOUDHURY Managing Director (DIN: 06503424) ASHISH JALAN (DIN: 05178090) Director Place: Kolkata Date: 29th 2015 |