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The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

Accountabilities 2. The Nomination and Remuneration Committee comprises of the following: a The Committee shall consist of a minimum 3 nonexecutive directors, majority of them being independent. In the case of equality of votes, the Chairman of the meeting will have a casting vote.

The Directors, Key Management Personnel and other senior officials remuneration shall be based and determined on the individual persons responsibilities and performance and in accordance with the limits as prescribed under the Companies Act, and rules made thereunder, if any. The amount payable shall be determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

Section 1 of the Companies Act, provides for the total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section in the manner as prescribed under the Act.

The Company with the approval of the Shareholders and Central Government may authorise the payment of remuneration exceeding eleven percent of the net profits of the company, subject to the provisions of Schedule V to the Companies Act, The Company may with the approval of the shareholders authorise the payment of remuneration. The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director upto one percent of the net profits of the Company, if there is a managing director or whole time director or manager and three percent of the net profits in any other case.

The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section of the Companies Act, The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board and profit related commission as may be approved by the members.

The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors. The remuneration payable to the Directors shall be as per the Companys policy and subject to the provisions of the Companies Act, and shall be valued as per the Income Tax Rules. The remuneration payable to the Key Managerial Personnel and the Senior Management shall be, as may be decided by the Board and subject to the provisions of the Companies Act, having regard to their experience, leadership abilities, initiative taking abilities and knowledge base.

Only the Independent Director being evaluated will not participate in the said evaluation discussion. The Nomination and Remuneration Committee shall also carry out evaluation of the performance of Directors of the Company at regular interval.

Review and Amendment The Nomination and Remuneration Committee or the Board may review the policy as and when it deems necessary. The Nomination and Remuneration Committee may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement and better implementation to this policy, if it thinks necessary. This policy may be amended or substituted by the Board of Directors on the recommendation of the Nomination and Remuneration Committee.

A brief outline of the Companys CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. The Board of Directors of the Company had approved the Corporate Social Responsibility Policy of the Company pursuant to the provisions of Section of the Companies Act and relevant rules made thereunder. The CSR Policy of the Company encompasses its philosophy for social responsibilities and lays down the guidelines and mechanism for undertaking projects, programs and activities towards such responsibilities.

The Policy set out commitment towards ensuring that our activities extend beyond business and include initiatives and endeavours for the benefit and development of the community and society. CSR activities are designed to promote sustainable and equitable development so as to improve the quality of life of people in the communities in and around the geographies we operate in.

Murugan, Chairperson, Mr. Vijay Kumar Jain, Members. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report:. Besides, it also undertakes interventions in the areas of sports, disaster relief, environment and ethnicity all aimed at improving the quality of life of the communities.

Shri Mahadeo Shahra Sukrat Trust. There are certain projects that required a slightly longer implementation time frame for a sustainable and meaningful impact and some of the large programs in the areas of healthcare and promoting education are multi year projects.

Dinesh Shahra Managing Director. Patalganga, Dist. The Company produces oil meal, food products from soya and value added products from downstream and upstream businesses.

The company also deal in export of guar and castor products processed out of Guar seed and castor seeds respectively, as a part of our expansion in business areas involving agriculture led, value added export sectors.

The domestic edible oil consumption has been steadily growing with per capita consumption of approx. The demand drivers include consistent disposable income over a period of time, demographic profile, low commodity prices etc.

However, the supply growth has been primarily lower due to relative stagnancy in the domestic oil seed output, thereby resulting in India becoming the largest importer of vegetable oil in the world. The oil meal produced as a result of processing of oil seed, is essentially consumed as poultry, fish and cattle feed is substantially exported in the normal course while the domestic consumption is steadily growing.

The record world-wide production of soyabean in created an over supply in the world market leading to a drastic fall in soya meal prices. Also a significant drop in global commodity prices resulted in low domestic edible oil prices. Higher price of soya bean in domestic market due to lower domestic crop 7. This has led to far lower utilization of production facilities for crushing operations and adverse performance due to commercial disparity, unabsorption of fixed costs and unfair competition from unorganised sectors.

During the year under review, the international economic situations coupled with fall in commodity prices have impacted domestic business sentiments considerably. The landed import prices of vegetable oils in India also moved downward in line with the fall in international prices.

The steep fall in commodity prices has, however, caused increase in consumption of imported. The Indian vegetable oil refinery sector is suffering heavily and capacity utilization has further reduced due to larger import of palm products being the largest consumption of edible oil due to low prices in refined form than in crude. The recent trend of higher volumes of imported refined palm products since November has adversely impacted the operations of the refining industry.

The industry has been representing to the Government time and again to make a wider differential import duty between crude and refined oil and proactively review the same in response to actions of the exporting countries, to encourage domestic value addition. The low energy prices impacted export markets of Indian guar business and thereby rendered poor utilization of capacities and negative margins in the operations.

Also, contrary to our constructive plan for castor business, the unexpected steep fall and sustained low prices of castor, unfavourable global demand factors and market environment have intensely impacted the performance of our castor business and significantly contributed to the unfavourable performance of the Company.

In the coming year, Indias economic indicators such as GDP growth rate, infrastructure focus, good monsoon, Banking reforms, Inflation control, Goods and Service Tax, growing consumerism and disposable income reflects very positive outlook for packaged foods business.

International low commodity prices have resulted in increasing demand and imports to bridge the demand-supply gap. This is expected to expand the capacity utilization of all refining facilities. The industry also expects a much better soya crop size this year due to good monsoon in all soya growing areas of Madhya Pradesh, Maharashtra and Rajasthan.

This will ensure better availability of seeds for crushing and capacity utilization of the Soya crushing capacities. Thus the company is confident of a better operational performance in the current year. Considering the global economic scenario and encouraging business conditions in domestic markets, the industry hopes that the Government of India would set and review from time to time, as may be required tariff policy so as to stimulate the domestic industry on a consistent basis and harmonise the interest of domestic farmers, processors and consumers through.

Ruchi Soya Industries Limited appropriate differential import duties between import of crude and refined edible oils. The industry further hopes that the Government would proactively respond to global factors and genuine requests of the industry on a regular basis so as to foster domestic manufacturing growth and to prop up investments in the domestic manufacturing sector, given the vast potential of edible oil consumption in India.

To bridge the gap between demand and supply, it is, essential to increase the availability of vegetable oils from domestic resources by encouraging diversification of land from good grains to oil seeds, increasing productivity of oil seeds, encourage oil palm cultivation, place oil palm cultivation under plantation crops and fullest exploitation of non traditional domestic sources.

This will improve capacity utilization, increase production and productivity thereby bring the industry to be competitive in the international market. The biggest beneficiaries would be the marginal farmers whose entire livelihood depends on the meagre earnings that they get from small piece of land. The Indian economy is showing signs of strength, backed by improvement in overall business sentiments. Given the growth in the overall edible oil consumption, keeping in view the discerning and value conscious need of the growing consumer base, the growth in packed segment has been growing almost twice of the overall edible oil growth in the recent past.

The trend is expected to continue due to low base and vast potential. The company is pursuing business strategies considering strong business potential in the front end and back end activities and also related businesses to strengthen the core business focus.

The company is refocusing and reenergizing in the core business activities and reviewing the need for presence in across business segments with a view to consolidate the operations and generate better return on capital employed on a sustained basis, keeping in view the risks associated with the businesses and returns commensurate therefor. The investments are also reviewed for a potential capturing of value creation.

The company is also reviewing the optimum presence in core business activities too and will be evaluating opportunities for a strategic optimization action plan to ensure that assets are exploited to the maximum potential possible and the costs are under check to support competitive business environment.

The branded sales business of the Company will continue to register good double digit growths which is testimony of consumers trust and increasing popularity of Ruchi Soyas brand like Nutrela, Mahakosh, Sunrich, Ruchi Gold and Ruchi Star. The Company will continue to strategically focus towards Branded and packed segments and will continue investing towards driving sustained leadership and competitive advantage in the branded edible oil and Soya Nuggets segment.

The Company also has plans to launch brands in compatible food categories in premium, value and mass segments. This will further result in creating value for all stake holders in near future. Keeping in view the growth in the retail segment of edible oil and food. The focus is also oriented towards achieving continuous improvement in product, process, service offerings to efficiently serve our growing customer base.

We have encouraged farmers to expand the domestic palm plantation with planted area of over 55, hectares for sourcing Fresh Fruit Bunches FFB of Palm and achieved crushing of FFB over 3,00, MT during year Despite the challenging task of scale ability, your company has resolved to step up the efforts resulting in increase in the area of oil palm plantation in the coming years, thereby contributing to income of farmers, the regional development and increase in domestic oil production.

We believe that our initiatives will entail long term procurement efficiencies due to captive sourcing and integration of activities and support to sustain the profitability in the times to come. The active completion of oil palm plantation in India will be one of the key focus drivers in the future. The productivity in Indian soya seed yield per hectare is woefully low as compared to the developed countries for a variety of reasons.

Considering our leadership position in the industry and the need for improvement in the yield for the benefit of farming community, industry and country, we have entered into a Joint venture with a reputed and experienced Canadian organization having domain expertise and proven track research and development track record in the area of improvement of yield of soya crop , both in terms of yield per hectare and oil content in soya seed.

The research work is in progress. We believe that the success of this venture will prove beneficial entailing higher income for farmers, greater availability of seeds for crushing by the industry and cascading effect to the rural economy. We thus hope that our initiatives in this regard would contribute and benefit the nation as a whole.

Your Company is of the view that the initiatives in the abovementioned areas will improve the product mix and enhance the margin profile in future. Keeping in view the scale of operations and the overall growth, your company believes that the strategic move with the support of the stakeholders, will sustain the long term business potential and prove beneficial for the Company and the stakeholders in the long term.

This has enabled higher level of stakeholders services, like Collection of Fresh Fruit Bunches online through Hand held. The Annual Performance Review was made more objective by ensuring Goal Sheet Scores for all Middle and Senior Management employees , and final rating was done on basis of relative percentile positioning of performance. Position evaluation was complete for identified key roles with the help of consulting firm Mercer, this study provided insights into relative position of different positions in the organizational hierarchy.

Our business review now integrates people review as an integral part of the business process. All major raw materials as well as finished goods being agro-based are subject to market price variations. Also Commodities are increasingly becoming asset classes.

Prices of the Raw materials and finished products manufactured by your Company fluctuate widely due to a host of local and international factors. Your Company continues to place a strong emphasis on the risk management and has successfully introduced and adopted various measures for hedging the price fluctuations in order to minimize its impact on profitability.

Also, your Company has initiated setting-up of a framework to upgrade itself to a robust risk management system. Government Policies The policies announced by the Government have been progressive and are expected to remain likewise in future, and have generally taken an equitable view towards various stake holders, including domestic far mers, industry, consumers etc.

Your Company has a proactive information and management system to address the issues arising out of port congestions to the maximum extent possible and has also made sufficient arrangements for storage infrastructure at the ports. Volatility in Foreign Currencies Your Company is exposed to risks arising out of volatility in foreign currencies, the exposure on this account extends to: a Products imported for sale in domestic markets; b Products exported to other territories and Foreign currency Loans.

Your Company utilises the hedging instruments available in the markets on an ongoing basis and manages the currency exposures pro-actively. Fuel Prices Fuel prices continue to be an area of concern as fuel particularly Coal is widely used in manufacturing operations has a direct impact on total costs.

Your Company has taken productivity linked measures aimed at controlling costs and taken further steps to focus on production of high margin products. Domestic Economy Your Company is well geared with multi-processing capabilities to cater to the variances and changing consumer preferences.

Also keeping in view the overall growth of the economy, emerging health consciousness and growing retail in India, it is expected that the packaged edible oil consumption will continue to outgrow the overall edible oil growth.

The segments identified and segmentwise performance in detail is given in Note 33 to audited accounts of the Company as available. Notes: 1. Revaluation Reserves have not been excluded while calculating the Net worth. Total borrowings are net of borrowings backed by fixed deposits with banks. Therefore, the key indicators as mentioned abvoe for the year are not comparable with those of earlier years.

Book value, earning and turnover per share has been computed on weighted average number of equity shares outstanding at the end of the year. Previous years figures have been regrouped, whenever necessary.

The Companys corporate governance team is lead by the Board of Directors with appropriate role play of the Committees of the Board, the Managing Director, the Chief Operating Officer, the Chief Financial Officer and other senior executives of the Company in discharging their professional duties to achieve transparent, accountable and conscience-based operations and reporting thereof, in true spirit of a compliant corporate.

Kailash Shahra, Chairman, is non-executive director and Mr. Dinesh Shahra is the Managing Director of the Company. Both of them are brothers and promoter directors of the Company. Meera Dinesh Rajda, Mr. Prabhu Dayal Dwivedi, Mr. Murugan and Mr. Navin Khandelwal are non-. Vijay Kumar Jain is an executive director. There is no institutional or nominee or government director on the Board.

Sajeve Deora who was appointed as Independent Director in terms of Section of the Companies Act, , on September 26, for a term of five years, has vacated the office of director due to his pre-occupation with effect from April 21, Vijay Kumar Jain is liable to retire by rotation in terms of provisions of Section 6 of the Companies Act, at the ensuing Annual General Meeting.

Vijay Kumar Jain, being eligible, offers himself for reappointment. He is a whole-time director of the Company and is looking after the matters related to imports, exports and commercial activities of the Company. He is not related to any other director of the Company. The dates of board meetings are May 26, , August 14, , November 2, , and February 10, Sajeve Deora vacated the office of independent director with effect from April 21, Video conferencing facilities are used to facilitate directors present at other locations, to participate in meetings.

Private limited and Section 8 companies if any as defined under Companies Act, where the Directors of the Company are directors, have been excluded for the above purpose. Annual Report Number of Shares and convertible instruments held by non-executive directors as on March 31, Sr.

Code of Conduct The Board of Directors has an important role in ensuring good corporate governance and has laid down a comprehensive Code of Conduct for Directors and Senior Management of the Company. The Code has also been posted on the website of the Company. All Directors and Senior Management personnel have affirmed the compliance thereof for the year ended March 31, The terms of reference of the Committee are extensive and include the requirements as mandated in terms of provisions Section 4 of the Companies Act, The role of the Committee includes meticulous review and monitoring the financial reporting system within the Company and considering un-audited and audited financial results, as may be applicable, for the relevant quarters and year before being adopted by the Board.

The Committee also focuses its attention on topics such as review of internal audit reports, approval of transactions with related parties, scrutiny of intercorporate loans, evaluation of internal financial controls, review of independence of Auditors, legal compliance reporting system, presentation of segment-wise reporting, review of internal control systems, major accounting policies and practices, compliance with accounting standards and risk management.

The Committee does advice the management on areas where greater internal audit focus was needed and on new areas to be taken up for audit purpose.

The Company Secretary acts as the Secretary to the Committee. Navin Khandelwal, Mr. Prabhu Dayal Dwivedi and Mr. Vijay Kumar Jain. Navin Khandelwal, the Chairman of the Committee is an Independent, Non-executive Director and has a strong financial and accounting background with immense experience.

All the members of the Committee are financially literate and the composition of Committee is in accordance with the Regulation. Sajeve Deora who vacated the office of independent Director of the Company with effect from April 21, was the Chairman of Audit Committee.

Thereafter, the Board appointed Mr. Navin Khandelwal as the Chairman of the Audit Committee. Meeting and attendance during the year: During the financial year , the Audit Committee met on May 22, , August 13, , November 2, and February 9, The meetings were scheduled in advance. Sajeve Deora and Mr. Navin Khandelwal attended all meetings held during the year ended March 31, Vijay Kumar Jain attended three meetings during the year ended March 31, Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; 2.

Formulation of criteria for evaluation of Independent Directors and the Board of Directors; 3. Devising a policy on diversity of Board of Directors; 4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommended to the Board of Directors for their appointment and removal.

Whether to extend or continue the terms of appointment of the independent Directors, on the basis of the report of performance evaluation of independent Director. Murugan and its other members are Mr. Navin Khandelwal. The Chairman of the committee is an Independent, non-Executive Director. Dinesh Shahra resigned from the membership of the Committee with effect from January 7, Sajeve Deora, who was the Chairman of the Committee, has vacated the office of Director of the Company with effect from April 21, Kailash Shahra Chairman also resigned from the.

Ruchi Soya Industries Limited membership of the committee w. May 12, Murugan as the Chairman of the Nomination and Remuneration Committee. Meeting and attendance during the year: During the financial year , the Nomination and Remuneration Committee met on May 26, , August 13, and February 9, Navamani Murugan attended all the meetings and Mr.

Dinesh Shahra attended one meeting each held during the year ended March 31, Remuneration of the Managing Director The particulars of remuneration paid to Mr. Remuneration of the Whole-time Directors Professional Executive During the financial year , the following remuneration Salary, allowances, perquisites and contribution to Provident and other fund was paid to the whole-time director: Mr.

The above does not include reimbursement of expenses incurred for the Company. The above remuneration does not include contribution to gratuity and provision for leave encashment, as these are lump sum amounts for all employees based on actuarial valuation.

The Company is in process to apply to the Central Government for necessary approval for the remuneration in excess of permissible limits and also to obtain sanction of the members in the ensuing General Meeting. Remuneration of Non-Executive Directors: Except the payment of sitting fees, no other remuneration, commission, etc. The following table shows the amount of sitting fees paid to the non-executive directors for the financial year The Nomination and Remuneration Committee shall carry out evaluation of the performance of Directors of the Company at regular interval.

Performance evaluation criteria for independent Directors is included in Nomination, Remuneration and Evaluation Policy for the Directors, Key Managerial Personnel and other employees of the Company. The same is available on the website of the Company at www.

Annual Report The Committee considers and resolves the grievances of the shareholders of the Company, including complaints related to transfer of shares, non-receipt of annual report and non- receipt of declared dividends, etc. Prabhu Dayal Dwivedi, Independent Director. Gupta, V. Kailash Shahra resigned from the membership of the committee w. Meeting and attendance: During the financial year , the Stakeholders Relationship Committee met on June 30, and September 30, Kailash Chandra Shahra and Mr.

Vijay Kumar Jain attended both the meetings and Mr. Prabhu Dayal Dwivedi could not attend any meeting held during the year ended March 31, Detail of complaints received and resolved during the year: Sr.

Type of complaint No. Annie Besant Road, Worli, Mumbai The dates and time of holding of the said AGMs and particulars of Special resolutions passed thereat are as under:. Approval of shareholders was obtained by means of postal ballot for the following matters viz. Authors and affiliations Magnus Lie Hetland 1 1.

Trondheim Norway. About the authors Magnus Lie Hetland is an experienced Python programmer, having used the language since the late s. He is also an associate professor of algorithms at the Norwegian University of Science and Technology, having taught algorithms for the better part of a decade. Hetland is the author of Practical Python and Beginning Python, first and second editions, as well as several scientific papers.

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