significant accounting policies - richa industries limited · management discussion and analysis...

Chairman Message � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �2-3

Corporate Information � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 4

Notice � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �5-10

Management Discussion and Analysis � � � � � � � � � � � � � � � � � � � � � � � � � 11-13

Director’s Report � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �14-38

Corporate Governance Report � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �39-59

Independent Auditor Report � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �60-67

Balance Sheet � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 68

Profit and Loss Account � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 69

Cash Flow Statement � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 70

Notes on Financial Statements � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �71-85

Significant Accounting Policies � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �86-89

CONTENTS

Don’t Just Build... Create

23rd Annual Report 2016-17 | 1

Dear Shareholders,

During the year 2016-2017 your company has achieved many objectives and also achieved the turnover of Rs 506 Crore (approx.). But, during this year there are many ups and downs in the Indian economy like de-monetization etc. due to this there is impact on the company is more or less. But in these tough times we have secured some major orders e.g Order from Punj Llyod for construc-tion of Warehouse for Indian Oil Corporation Limited (IOCL) and another from Tata Projects for construction of substation for Power Grid Corporation of India Limited and also order from L&T for construction of metro station of lucknow metro rail corpora-tion and also received an order from DMRC for construction of Six Elevated Metro Station and many more.

Your company always dedicated towards high quality and safety standards and firmly committed to deliver projects on time. We have 100% customize in house “Steel2Build” ERP system for complete project manage-ment. We also have team of highly qualified professionals committed to design, Manufac-ture and Install Pre-Engineered Buildings

During the last 7-8 years your company has grown and doing their best in the PEB sector. Rapidly growing, Richa has accomplished more than 600 projects in a record time on an average of delivering one building in every five days. But the growth of the industry fluctu-ated many times due to various reasons such as economic slowdown, various govern-ment policies and many more.

It gives me immense pleasure to share you that your company won the award for an Out-standing Company in Pre-Engineered Building during 6th EPC World award for their ex-ceptional contribution in the infrastructure and construction sector with exemplary works & projects delivered. The 6th EPC Worlds awards was organized by EPC world media group to recognize and honor companies who broadly covering the entire infrastructure , EPC & construction on the basis of their qualitative and quantitative performance.

Dr. Sandeep Gupta, Managing Director

RICHA INDUSTRIES LIMITED 23rd Annual Report 2016-17

2 | 23rd Annual Report 2016-17

In the future, your company looking for many new project and also plan to explore new segments which will lay a strong foundation for future growth of the Company. Chang-ing Economic condition and various new Government India Initiatives e.g. make in India, Development of smart Cities, Introduction of GST will play a major role and give various opportunities and create a huge demand of PEB in the Coming years. PEB will play an important role in developing and achieving the dream of smart cities.

In the last but not the least, the textile division of your company has also grows up year by year. The implementation of GST in FY18 will help boost the prospects for organised Textile sector. Currently only close to 40% of the textile business comprises of trade, which presents a huge opportunity for Richa to be leveraged through its strong portfolio of brands and network. Your company has entered into the space of sportswear and getting good response.

Before I conclude, want to grab this opportunity to extend my sincere gratitude to all the bankers, creditors, stakeholders and shareholders for their persistent support for overall development of the Company. I thank all our customers for their continued support and the opportunity given to us to serve them and develop business relationship. I also place on record my sincere appreciation for employees for their dedication, commitment and contribution towards the growth of the Company.

With Best Wishes

Dr. Sandeep GuptaManaging Director


23rd Annual Report 2016-2017 Richa Industries Limited COMPANY INFORMATION

Board of Directors Registered Office Mr. Sushil Gupta Chairman & Director Plot No-29, DLF Industrial Area Dr. Sandeep Gupta Managing Director Phase-II, Faridabad-121003 Mr. Nitin Agarwal Non-Executive Independent Director Ms. Bhawana Singhal Non-Executive Independent Director Mr. Lavesh Kansal Director (Professional-EPC Division) Company Secretary Mr. Gaurav Yadav Statutory Auditors Textile Division M/s Vijay Singla & Associates, Chartered Accountants VPO Kawnra, Old Faridabad to H.No. 427, Ward No. 9, Dhir Street, Kheri-Jasana Road, Near Lingayas Near Bus stand, Backside Electricity Board Institute of Mgt &Tech. Mansa (Punjab)- 151505, Faridabad- 121001 Haryana

Secretarial Auditors Construction & Engineering

Division Kapil Kachhawa & Associates 8th Km Stone, Ramnagar Road 528/14, Near Chun Pachan Gali NH-121, Kashipur, Nalla Bazar, Ajmer-305001, Udham Singh Nagar Rajasthan Uttrakhand- 244713 Bankers Registrar & Transfer Agent Indian Overseas Bank Link Intime India (P) Limited Corporation Bank 44, Community Centre, 2nd Floor Near PVR Naraina, Phase-I Naraina Industrial Area, New Delhi- 110028 Board Committees: Stakeholder and Relationship Committee E-Mail: Ms.Bhawana Singhal Chairman [email protected] Mr. Nitin Agarwal Member Mr. Sandeep Gupta Member Website: Audit Committee www.richa.in Ms. Bhawana Singhal Chairman Mr. Nitin Agarwal Member Dr. Sandeep Gupta Member Nomination and Remuneration Committee Ms. Bhawana Singhal Chairman Mr. Nitin Agarwal Member Mr. Sandeep Gupta Member



RICHA INDUSTRIES LIMITED Regd. office: Plot No.29, DLF Industrial Area, Phase-II, Faridabad-121003, Haryana

Tel: 0129-4133968/ 4009262, Fax 0129-4133969 Website: www.richa.in, Email: [email protected] CIN: L17115HR1993PLC032108.

NOTICE

23rd ANNUAL GENERAL MEETING

NOTICE is hereby given that the Twenty Third Annual General Meeting (AGM) of the members of Richa Industries Limited will be held on Tuesday, September 26, 2017 at 10.00 A.M. at Hotel Delite, 17-18, Neelam Bata Road, N.I.T. Faridabad -121001, (Haryana), to transact the following businesses:

ORDINARY BUSINESS

1. To consider and adopt the Audited Financial Statements i.e. Balance Sheet as at 31st March, 2017 and the Profit and Loss Account for the year ended 31st March, 2017 together with the reports of the Board of Directors and Auditors thereon.

2. To consider and if though fit, to pass with or without modification(s), the following resolution as

an Ordinary Resolution

RESOLVED THAT pursuant to provision of Section 139 and all other applicable provision, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of M/s Vijay Singla & Associates, Chartered Accountants (Firm Registration No 018099N) as auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Fourth Annual General Meeting of the Company to be held in the year 2018 on such remuneration agreed upon by the Board of Directors and the Auditors, in addition to the reimbursement of service tax and actual out-of-pocket expenses incurred in connection with the audit of accounts of the Company for the Financial year ending March 31, 2018.

SPECIAL BUSINESS:

3. To consider and if thought fit, to pass the following with or without modification(s), the following resolution as an Ordinary Resolution for Regularisation of Additional Director, Mr. Manish Gupta:-

“RESOLVED THAT Mr. Manish Gupta, who was appointed as an Additional Director with effect from June 30, 2017 on the Board of the Company in terms of Section 161 of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting, and in respect of whom a notice has been received from a member in writing, under Section 160 of the Companies Act, 2013 along with requisite deposit, proposing his candidature for the office of a Director, be and is hereby appointed as a director of the company.”

4. To consider and if thought fit, to pass the following with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provision of Section 148 and all other applicable provision of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Cost Auditor, Sh. Krishan Singh Berk, Cost Accountant appointed by the Board of Directors of the Company, to conduct the audit of the Cost Records of the Company be paid a remuneration, for the financial year ending March 31, 2018, amounting to Rs 75,000/-(Rupees Seventy Five Thousand only) plus Goods & Service Tax as applicable and reimbursement of out of pocket expenses incurred by them connection with the aforesaid audit.”

By Order of the Board of Directors

Place: Faridabad Date: 14th August, 2017 Gaurav Yadav Company Secretary Registered Office: & Compliance Officer Plot No.29, DLF Industrial Area, Phase-II, Faridabad-121003, Haryana


NOTES: 1. A Member entitled to attend and vote at the Annual General Meeting (the Meeting) is entitled to appoint

one or more proxies to attend and vote instead of himself/herself and such proxy(ies) need not be a Member of the Company. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person cannot acts as a proxy for any other person or shareholders. Proxies in order to be effective , should be deposited at the registered office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. Proxies submitted on behalf of the Companies, Societies etc., must be supported by an appropriate resolution/authority as applicable. A Blank Proxy form is annexed herewith

2. No Gifts or Coupons shall be Distributed at the Meeting

3. Corporate Members intending to sent their authorized representative to attend the meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send a certified copy of the relevant Board Resolution together with specimen signatures of those representatives authorized under the said resolution to attend and vote on their behalf at the meeting.

4. The Explanatory Statement setting out material facts pursuant to Section 102 of the Companies Act,

2013 in respect of the Special business under item No 3 to 4 of the accompanying notice are annexed thereto.

5. The register of members and share transfer books of the Company will remain closed from 20th

September, 2017 to 26th September, 2017 (both days inclusive), for the purpose of Annual General Meeting.

6. Members/Proxies are requested to submit the enclosed Attendance Slip duly filled in and signed at the

entrance of the venue for attending the Meeting. Members who hold shares in dematerialized form are requested to mention their Client ID and DP ID details and those who hold shares in physical form are requested to write Folio number in the attendance slip. No Attendance slip shall be issued at the Meeting.

7. The shares of the Company are compulsorily traded in demat mode. Hence, the Members who are still

holding physical Share Certificates are advised that it is in their own interest to dematerialize their shareholding to avail benefit of dematerialization viz. easy liquidity, electronic transfer, savings in stamp duty and prevention of forgery.

8. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the Share Certificate(s) to Link Intime India Private Limited, Registrar & Transfer Agent or to the Company for consolidation into a single folio.

9. Members are requested to register their e-mail address(es) and changes in their particulars like change in address from time to time with Link Intime India Private Limited, Registrar & Transfer Agent for shares held in physical form and with the respective Depository Participants for the shares held in dematerialized form.

10. Members may please note that Securities and Exchange Board of India (SEBI) has made Permanent

Account Number (PAN) as the sole identification number of all participants transacting in the securities market, irrespective of the amount of such transactions. SEBI has also mandated that for securities market transactions and off market/private transactions involving transfer of shares in physical form, it shall be necessary for the transferee(s) to furnish a copy of PAN card to the Company/Share Transfer Agent for registration of such transfer of shares.



11. For security reasons, no article/baggage will be allowed at the venue of the meeting. The

members/attendees are strictly requested not to bring any article/baggage etc. at the venue of the meeting.

12. In terms of provisions of Section 136 of the Companies Act, 2013 read with rule 11of the Companies

(Accounts) Rules,2014, service of notice/documents to the shareholders can be made through electronic mode, provided the Company has obtained the e-mail address(es) of the shareholder(s). Also, the shareholders who have not registered their e-mail address for receiving the Balance Sheet etc. Will be sent physical copies through any recognized mode of delivery as specified under Section 20 of the Companies Act 2013.

Further, in compliance of Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company shall supply:

Soft copies of full annual reports containing Balance Sheet, Statement of Profit & Loss and Board’s Report to all those shareholder(s) who have registered their e-mail address(es) for the purpose.

Hard copy of statement containing the salient features of all the documents, as prescribed in Section 136 of the Companies Act, 2013 to those shareholder(s) who have not so registered;

Hard copies of full annual reports to those shareholders, who request for the same.

As a result, Members are requested to register their email address(es) and changes therein from time to time, by directly sending the relevant e-mail address along with the details of name, address, Folio No; shares held: To the Registrar and Share Transfer Agent, Link Intime India Limited for shares held in physical form and; In respect of shares held in demat mode, also provide DP ID/ Client id with the above details and register the same with their respective Depository Participants. Upon registration of the e-mail address(es), the Company proposes to send Notices, Annual Report and such other documents to those members via electronic mode/e-mail.

13. Members may also note that the Notice of the 23rd AGM and the Annual Report for 2016-17 will also be available on the Company website www.richa.in for their download. The physical copies of aforesaid documents will also be available at the Company Registered office for inspection during all working days (except Sundays and Public holidays) between 11.00 a.m. to 1.00 p.m. up to the date of this AGM. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same by post free of cost.

14. A route map showing directions to reach the venue of the 23rd AGM is given at the end of this Notice 15. Voting Through Electronic Means

I. Pursuant to Section 108 of the Companies Act, 2013 read Rule 20 of the Companies (Management and Administration) Rules, 2014, and regulation 44 of SEBI Regulations as amended from time to time, the Company is pleased to provide its members the facility of ‘remote e-voting’(e-voting from a place other than venue of the AGM) to exercise their right to vote at the 23rd Annual General Meeting The business may be transacted through e-voting services rendered by Central Depository Services (India) Limited (CDSL) The facility for voting, either through electronic voting system or through ballot/polling paper shall also be made available at the venue of the 23rd AGM. The members attending the AGM who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the AGM. The members who have already cast their vote through remote e-voting may attend the AGM but shall not be entitled to cast their vote again at the AGM.


The Company has appointed Shri Kapil Kachhawa, Practicing Company Secretary as the scrutinizer for conducting the remote e-voting and the voting process at the AGM in a fair and transparent manner. The instructions to members for voting electronically are as under:-

(i) The voting period begins on Saturday, 23rd September, 2017 at 9.00 a.m. and ends on Monday, 25th

September, 2017 at 5.00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 19th September, 2017 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Members holding shares in physical or in demat form as on 19th September, 2017, shall only be eligible for e-voting.

(iii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the

meeting venue.

(iv) The shareholders should log on to the e-voting website www.evotingindia.com.

(v) Click on Shareholders. (vi) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the

Company. (vii) Next enter the Image Verification as displayed and Click on Login.

(viii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on

an earlier voting of any Company, then your existing password is to be used.

(ix) If you are a first time user follow the steps given below: For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat

shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are

requested to use the sequence number which is printed on the Attendance Slip indicated in the PAN field

Dividend Bank Details or Date of Birth (DOB)

Enter the Dividend Bank details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login.

If both the details are not recorded with the depository or company please enter the member ID/ folio Number in the dividend bank details field as mentioned in the instruction (VI)

(x) After entering these details appropriately, click on “SUBMIT” tab.

(xi) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other



Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xii) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xiii) Click on the EVSN for the relevant <Company Name> on which you choose to vote. (xiv) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xvi) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will

be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xviii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting

page.

(xix) If a Demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xx) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xxi) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required

to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed

to [email protected].

After receiving the login details a Compliance User should be created using the admin login and

password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be emailed to [email protected] and on

approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in

favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to

verify the same.

(xxii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked

Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].


(xxiii) The results declared along with the Scrutinizer Report shall be placed on the Company’s Website

www.richa.in and on website of CDSL e-Voting www.evotingindia.com within two days of the passing of resolutions at the annual general meeting of the Company and will also be communicated to BSE Limited where the shares of the Company are listed.

ANNEXURE TO NOTICE Explanatory Statement (Pursuant to the provision of Section 102 of the Companies Act, 2013) ITEM No.3 Mr. Manish Gupta was appointed as an Additional Director w.e.f. June 30, 2017 in accordance with the provisions of Section 161 of the Companies Act, 2013. Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request in writing from a member of the company proposing Mr. Manish Gupta candidature for appointment as Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013. Mr. Manish Gupta has a very long association with M/s Richa Industries Limited and he was the president Textile of the Company and he is in charge of overall working of plant including knitting, processing, dyeing and administration. His key area includes development of annual marketing plan in conjunction with sales department. Evaluate customer research, market conditions, competitor data & implements marketing plan for business development. He has more than 10 years of experience in the line of textile industry. He has done - B.Tech in Textile Chemistry from Shivaji University, DKTE, Ichalkaranji, Maharashtra. The Board feels that presence of Mr. Manish Gupta on the Board is desirable and would be beneficial to the company and hence recommend resolution No. 3 for adoption. None of the Directors, except Mr. Manish Gupta and Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise, in the said resolution. The Board recommends resolutions under Item No. 3 to be passed as an ordinary resolution ITEM NO. 4 The Board, on the recommendation of the Audit Committee approved the appointment and remuneration of the Cost Auditor to conduct the audit of the cost records of the Company for the financial year ending March 31, 2018 at a remuneration of Rs 75,000/- (Rupees Seventy Five Thousand Only) plus Goods and Service Tax and out of pocket expenses. In terms of the Provision of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) rule, 2014, the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditors for the financial year ending March 31, 2018 as set out in the Ordinary resolution for the aforesaid services to be rendered by them. None of the Directors, Key Managerial Personnel of the Company and /or their relatives may be deemed to be concerned or interested in the propose resolution. The Board of Directors recommends the Ordinary Resolution set out at Item No.4 of the Notice for the approval by members.

By Order of the Board of Directors Place: Faridabad Date: 14th August, 2017 Gaurav Yadav Company Secretary Registered Office: & Compliance Officer Plot No.29, DLF Industrial Area, Phase-II, Faridabad-121003, Haryana



23rd Annual Report 2016-2017 Richa Industries Limited MANAGEMENT DISCUSSION AND ANYALYSIS

Forward Looking Statements This report contains forward-looking statements, which may be identified by the use of words like 'plans', 'expects', 'will', 'anticipates', 'believes', 'intends', 'projects', 'estimates' or other words of similar connotation. All statements that address expectations or projections about the future, including, but not limited to statements about the Company's strategy for growth, product development, market position, expenditures, and financial results, are forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company can not guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statement, on the basis of any subsequent developments, information or events. Corporate Overview Richa Industries Limited is a leading manufacturing company operational in Pre-Engineered Building, EPC (Engineering, Procurement & Construction) and Textile sectors. An ISO 9001:2008 certified company; Richa Industries Limited is listed at Bombay Stock Exchange. Richa Industries is the first PEB Company to be certified for OHSAS 18001:2007 by IRQS. Richa was established under the dynamic leadership of Mr. Sushil Gupta (Chairman) and Dr. Sandeep Gupta (Managing Director). Under their leadership, the organization has grown manifold. Enriched with an experience of over two decades, today, Richa is one of the fastest growing companies functioning in the northern part of the country. The company has reputed clientele enriched with government as well as private clients. The strict quality control measures, adoption of most modern and state-of-the art technology, innovative concepts and adhering to strict delivery schedules have made Richa today the most trusted name in the industry. Overview of the Economy India has emerged as the fastest growing major economy in the world.The Government of India has forecasted that the Indian economy will grow by 7.1 per cent in FY 2016-17. As per the Economic Survey 2016-17, the Indian economy should grow between 6.75 and 7.5 per cent in FY 2017-18. Moody's has affirmed the Government of India's Baa3 rating with a positive outlook stating that the reforms by the government will enable the country perform better compared to its peers over the medium term. India's gross domestic product (GDP) grew by 7 per cent year-on-year in October-December 2016 quarter, which is the strongest among G-20 countries, as per Organisation for Economic Co-operation and Development (OECD) Economic Survey of India, 2017. According to IMF World Economic Outlook Update (January 2017), Indian economy is expected to grow at 7.2 per cent during FY 2016-17 and further accelerate to 7.7 per cent during FY 2017-18. The Government of India announced demonetisation of high denomination bank notes of Rs 1000 and Rs 500, with effect on November 8, 2016, in order to eliminate black money and the growing menace of fake Indian currency notes, thereby creating opportunities for improvement in economic growth. Industry Overview Textile Industry . India’s textiles sector is one of the oldest industries in Indian economy dating back several centuries. Even today, textiles sector is one of the largest contributors to India’s exports with approximately 11 per cent of total exports. The textile industry is also labor intensive and is one of the largest employers. The Indian textile industry has the capacity to produce a wide variety of products suitable to different market segments, both within India and across the world. The industry is the second largest employer after agriculture, providing employment to over 45 million people directly and 60 million people indirectly. The Indian Textile Industry contributes approximately 5 per cent to India’s gross domestic product (GDP), and 14 per cent to overall Index of Industrial Production (IIP).The textiles sector has witnessed a spurt in investment during the last five years. Indian government has come up with a number of export promotion policies for the textiles sector. It has also allowed 100 per cent FDI in the Indian textiles sector under the automatic route. 23rd Annual Report 2016-17 | 11

23rd Annual Report 2016-2017 Richa Industries Limited Opportunities & Challenges The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as well as export demand. With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade. However, there are several challenges ahead for the textile industry for enhancing its competitive strength and global positioning in terms of inflexible labour laws and poor infrastructure etc which will have to be addressed to sustain the growth momentum of the Country. Risk & Concerns

Indian textile industry in India face many risk which were in the short term, will moderate growth Inflation, high interest rates, depreciating rupees, delays in policy initiatives to boost investments and capital flows.

Outlook Richa future will be driven by multiple growth driver. In the Textile space, large opportunities in global textile and clothing markets are driven growth for us, While our brand and business continues to grow driven by the domestic consumption. Rich are seeing new growth opportunities in advance knitting division and the segment continues to grow at a rapid pace, Richa expect to grow textile business in high single digits in the current year.

Construction & Engineering (Pre Engineered Building) Industry

The Indian Market has witnessed a major shift from absetos to galvalume steel sheets. The growth at which Pre-Engineered Building are making in commercial and residential across the rural and urban areas in the country, India is well set to become a major steel building maker in the world. Government has started focusing and exploring on steel construction method for various project. Growth potential for the Construction & Engineering (PEB) Industry Government initiative to develop various food parks, IT Hubs, Logistics Parks, Automobile Cluster and Leather Cluster are the key drivers of the PEB Industry. Beside This, development of Railways Network and Metro in all popular Cities, MES Projet like Aircraft Hanger, Workshops will lead to an augmented demand for construction across residential as well as commercial sectors which in turn will drive PEB Market for next 4-5 years. The key issues and challenges for Construction & Engineering Industry (PEB) The construction Industry everywhere faces problems and challenges. However, in developing countries like India, these difficulties and challenges are present alongside a general situation of socio economic stress, chronic resource shortage, institutional weakness and a general inability to deal with the key issues. There is also evidence that the problems have become greater in extent and severity in recent years. Indian market is competitive, with a number of cost conscious buyers. One of them is the moderate level of acceptance among Indian corporate compared to developed economies. The major challenges in the Construction & Engineering Industry faces i.e. fluctuations in price of steel, Non–availability of wide range of steel sectors in India, quality problems in steel, particularly from public sectors producers and substantial change in the expectations of project authorities with regard to completion schedules. Future outlook of this Industry Today is the era of Pre-Engineered Building and now more than 80% Industries are adopting it to enable error free construction. In India, a competitive market in delivering metal/steel building, the scope of PEB is eminently immeasurable. Further, government has launched a “MAKE IN INDIA” initiative not only to set up India market but also to cater to the overseas market that will lead to Best GDP Growth rates across the world. Moreover, government affordable housing schemes will increase the demand of Pre-Engineered light weight houses that ensure quality construction and cost effectiveness.



23rd Annual Report 2016-2017 Richa Industries Limited Financial Performance Your Company achieved a turnover of Rs 50641.03 Lacs for the year ended 31st March, 2017, as compared with Rs 48006.50 Lacs in the previous year. The profit before tax stood at 398.58 Lacs as against Rs 1361.73 Lacs in the previous year. The total expenditure during the year was Rs. 50307.19 Lacs against Rs. 46793.87 Lacs in the previous financial year. The increase in total expenditure was mainly due to increase in finance cost, increase in employee benefit expenses, and other administrative expenses so on. The Net profit for the year stood at Rs 290.65 Lacs against Rs 1059.11 Lacs reported in the previous year. Internal Control Systems and their adequacy Richa Industries Limited has a proper and adequate system of internal controls to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, reported and recorded quickly. The Company internal controls are supplemented by an extensive programme of internal audits, review by management and documented policies, guidelines and procedures. Internal auditors reports it’s finding to the audit Committee of the Board of Directors. The Company maintains a system of internal control designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations, the reliability of financial controls and compliance with laws and regulations as applicable in the various jurisdictions in which the Company operates. Health Safety and Environment The Company is continuously working for the safety of the employees and also to minimize the environmental impact on its operations. The Company continuously provides and maintains best safety measures in the plants and also equipped with best pollution control with the best emissions norms. Regular medical examination of the employees is the integral part of the Company policy. All employees are obliged to ensure that they fully understand all policies and do fully comply with the requirements. The Company believes and ensures that there should be no injuries and incidents in their plants and taken OHSAS to ensure further safety & health of our employees & associates. Human Resource and Industrial Relations The Company is committed to enhance the talent through Professional Development Programme and which leads to overall organizational development. This is a part of human Resource function and it plays a role to support the organization growth and its sustainability in the long run. These programmes play an important role for employees for upgrading of their communication skills and talents which help the organization to gain momentum. The management of Richa has made continuous efforts to make the work environment cooperative among the employees. During the FY 2017, the Company had 743 employees at payroll. Cautionary Statement Statements in the Directors’ Report & Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operation include raw material availability and prices, cyclical demand and pricing in the Company’s principal market, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors. Appreciation Your Directors express their warm appreciation to all the employees working at various units for their diligence and contribution. Your Directors also wish to record their appreciation for the support and co-operation received from the dealers, agents, suppliers, bankers and all other stakeholders.

For and on Behalf of the Board of Directors

Sushil Gupta Date: May 30, 2017 Chairman cum Director Place: Faridabad DIN: 00035854


23rd Annual Report 2016-2017 Richa Industries Limited DIRECTORS’ REPORT

Dear Shareholders, Your Directors are delighted to present Twenty Third Annual Report of your Company with the audited financial statements for the year ended March 31, 2017. Financial Results The Company’s Financial Performance, for the year ended March 31, 2017 is summarized below: (Rs. In Lac)

Particulars

Current Year31.03.2017

Previous Year31.03.2016

Total Revenue 50722.83 48096.06 Total Expenses 50307.19 46793.87 Profit before extraordinary items and tax 415.64 1302.19 Extraordinary Items -17.06 59.54 PROFIT BEFORE TAX 398.58 1361.73 Less: Current Tax 100.77 203.39 Deferred Tax 7.16 99.23 PROFIT FOR THE YEAR 290.65 1059.11 Add: Balance in Profit and Loss Account 7892.50 6833.39 SUB-TOTAL 8183.15 7892.50 LESS: APPROPRIATION Transferred to General Reserve NIL NIL Proposed Dividend NIL NIL Tax on Dividend NIL NIL CLOSING BALANCE 8183.15 7892.50

RESULTS OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS Your Company achieved a turnover of Rs 50641.03 Lacs for the year ended 31st March, 2017, as compared with Rs 48006.50 Lacs in the previous year. The profit before tax stood at 398.58 Lacs as against Rs 1361.73 Lacs in the previous year. The total expenditure during the year was Rs. 50307.19 Lacs against Rs. 46793.87 Lacs in the previous financial year. The increase in total expenditure was mainly due to increase in finance cost, increase in employee benefit expenses, and other administrative expenses so on. The Net profit for the year stood at Rs 290.65 Lacs against Rs 1059.11 Lacs reported in the previous year. The Basic and Diluted Earning Per Share (EPS) computed in accordance with the Accounting Standard - 20 issued by the Institute of Chartered Accountants of India was Rs.1.24 Per share respectively as against Rs. 4.59 Per share during the previous year. TRANSFER TO RESERVE No amount is appropriated from Profit and Loss Account and transferred to any reserve amount. DIVIDEND Based on the Company’s performance, the Directors does not recommend any dividend for the financial year 2016-17 due to the requirement of working capital. SHARE CAPITAL The paid up Equity Share Capital as at 31st March, 2017 stood at Rs 23.43 Crore. During the year under review, the company has not issued equity shares with differential voting rights, sweat equity shares nor has it granted any stock option. There was no public issue, rights issue, bonus issue etc.



23rd Annual Report 2016-2017 Richa Industries Limited MANAGEMENT DISCUSSION & ANALYSIS Management Discussion and Analysis Report for the year under review, as stipulated in the Regulation 34 (2) (e) SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, is present in a separate section forming part of the Annual Report. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013, are included in this report as Annexure-II and forms an integral part of this report. NUMBER OF MEETINGS OF THE BOARD Ten Board Meetings were held during the financial year 2016- 2017. The details of the number of meetings of the Board held during the Financial Year 2016-17 forms part of the Corporate Governance Report. DIRECTORS’ RESPONSIBILITY STATEMENT To the Best of Knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013: (i) that in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed along with proper explanation relating to material departure, if any (ii) that 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 true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date (iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities (iv) that the Director have prepared the annual accounts on a going concern basis (v) that the Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and are operating effectively; and (vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES Mr. Sushil Gupta resigned as Managing Director of the Company with effect from 30th May, 2016. The Board has placed on record its sincere appreciation and gratitude for contributions made by him during his tenure as Managing Director of the Company. Mr. Sushil Gupta will continue as a Chairman Cum Director of the Company. The Board of Directors has appointed Mr. Lavesh Kansal (DIN: 07481847) (Professional Director-EPC Division) of the Company w.e.f. 01st April, 2016. Mr. Sushil Kumar Nayak was appointed as Chief Financial officer of the Company w.e.f. 14th Sept, 2016, the Key Managerial Personnel of the Company. There was no change in the Company Secretary, the key Managerial personnel, during the year under review. Detailed information on the Directors is provided in the Corporate Governance Report.


23rd Annual Report 2016-2017 Richa Industries Limited All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and as per the Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Board Committees The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee The details of the Committee along with their composition, number of meeting and attendance at the meeting are provided in the Corporate Governance Report. REMUNERATION AND NOMINATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and senior Management of the Company. This Policy also lays down criteria for selection and appointment of Board members. The details of this policy are explained in the Corporate Governance Report. BOARD EVALUATION Pursuant to the provision of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a questionnaire was prepared after taking into consideration the various aspects of the Board functioning, composition of the Board and its Committees and performance of duties, obligation and governance. The performance evaluation of the Independent Director was completed. The performance evaluation of the Chairman and the Non –Independent Director was carried out by the Independent Directors. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY During the period under review, the Company has not made any Loans, Guarantee or investment in terms of the provision of the Section 186 of the Companies Act, 2013 RELATED PARTY TRANSACTIONS All transactions entered with related parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provision of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. The details of related party transactions are given in the Notes to the financial statements. MATERIAL CHANGES AND COMMITMENTS There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The Particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo, as required to be disclosed under the Act, are provided in Annexure I to this report. RISK MANAGEMENT During the year under review, your Company manages monitors and reports on the principal risk and uncertainties that can impact its ability to achieve its strategic objectives. The Company has introduced several improvements to internal controls management and assurance framework and processes to drive a



23rd Annual Report 2016-2017 Richa Industries Limited common integrated view of risks, optimal risk mitigation response and efficient management of internal controls and assurance activities. CORPORATE SOCIAL RESPONSIBILITY (CSR) In accordance with the provision of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social responsibility Policy) Rules 2014 the Board of Director constituted a Corporate Social Responsibility Committee. The Company has undertaken projects in the area of Education Development and Promoting activities related with fields of education. These projects are in accordance with schedule VII of the Companies Act, 2013 and the Company’s CSR Policy. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-III and forms an integral part of this report. CSR COMMITTEE The CSR Committee comprises of Mr. Sandeep Gupta, Mr. Sushil Gupta and Mr. Nitin Agarwal AUDIT COMMITTEE The Audit Committee comprises of Ms. Bhawana Singhal (Chairman), Dr. Sandeep Gupta and Mr. Nitin Agarwal as its members. All the recommendations made by the Audit Committee were accepted by the Board SUBSIDIARIES, JOINT VENTURE AND ACCOCIATE COMPANIES During the year under review, no Company has become/ceased to be subsidiaries, joint venture and associate during the financial year 2016-2017. FIXED DEPOSIT During the year, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit ) Rules, 2014. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGUALTION OR COURTS There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this report. The requisite certificate from the auditors of the Company confirming Compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance. WHISTLE BLOWER POLICY/VIGIL MECHANISM The Company has a Whistle Bowler policy to report genuine concerns or grievances. The whistle Bowler Policy has been posted on the Website of the Company (www.richa.in). INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY Richa Industries Limited has a comprehensive system of internal control to safeguard the Company's assets against loss from unauthorized use and ensure proper authorization of financial transactions. The Company has also implemented suitable control measures to ensure that all resources are utilized optimally, financial transactions are reported with accuracy and all applicable laws and regulations are strictly complied. The management of the Company duly considers and takes appropriate action on the recommendations made by the Statutory Auditors, Internal Auditors and the Audit Committee of the Company.


23rd Annual Report 2016-2017 Richa Industries Limited AUDITORS AND AUDITORS’ REPORT STATUTORY AUDITOR The Statutory Auditors, M/s. Vijay Singla & Associates, Chartered Accountants, (Firm Registration No: 018099N) has been appointed as Statutory Auditors of the Company in the 21st Annual General Meeting for a period of 5 (Five) years, in terms of provision of Section 139 of the Companies Act, 2013 to hold office from the 21st Annual General Meeting till the conclusion of 26th Annual General Meeting subject to ratification by the members at every Annual General meeting of the Company The Notes to Accounts referred to in Auditor’s Report are self explanatory and do not call for any further explanation or clarification. The Auditor report does not contain any qualification, reservation or adverse remarks. COST AUDITOR The Board of Directors, on the recommendation of Audit committee, has appointed Mr. Krishan Singh Berk, as Cost Auditor to audit the cost accounts of the Company for the financial year 2017-18. As required under Companies Act, 2013 a resolution seeking member’s approval for the remuneration payable to the cost auditor forms parts of the Notice convening the Annual General meeting for their ratification. SECRETARIAL AUDITOR Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s. Kapil Kachhawa & Associates, Company Secretary in Practice (C.P. No. 15864) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure-IV and forms an integral part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks. HUMAN RESOURCE AND INDUSTRIAL RELATIONS During the year under review, Industrial relations in the Company continue to be cordial and peaceful. Your Company strives to provide the best working environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. Every initiative and policy of the Company takes care of welfare of all its employees. The human resource development function of the Company is guided by a strong set of values and policies. The details of initiatives taken by the Company for the development of human resource are given in Management Discussion and Analysis Report. The Company maintained healthy, cordial and harmonious industrial relations at all levels through out the year. ENVIRONMENT AND SAFETY The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its Redressal is placed on the Intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE 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, During the year, none of the employee was in receipt of remuneration of Rs 5, 00,000/- per month or Sixty Lacs during the year and for the part of the year. The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure- V and form an integral part of this report. During the FY 2017, the Company had 743 employees at payroll.



23rd Annual Report 2016-2017 Richa Industries Limited STATUTORY INFORMATION The Business Responsibility Reporting as required by Regulation 34 (2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is not applicable to your Company for the financial year ending March 31, 2017. APPRECIATION The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on Behalf of the Board of Directors Sushil Gupta Date: May 30, 2017 Chairman cum Director Place: Faridabad DIN: 00035854


23rd Annual Report 2016-2017 Richa Industries Limited

Annexure I

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

Particulars of Energy Conservation, Technology absorption and foreign exchange earnings and outgo required under Section 134 (3) (m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2017 is given here below and forms part of the Directors' Report

(A) CONSERVATION OF ENERGY (i) Steps taken for Conservation of energy

Company continues its efforts to reduce and optimize the energy consumption at all manufacturing unit.Some of the initiatives taken during the financial year 2016-17 were as follows:

Major Energy Conservation measures taken during the year 2016-17

The Company has got it Certificate renewed from BSCIC ISO 9001:2008 for its PEB Unit at Kashipur. It is a certificate granted for quality assurance. It has the effect of reduction in wastage and saving of energy. Automation in welding machine to reduce energy consumption.

Energy Audit has been done to reduce the Energy Consumption.

The Company at its plant at Kashipur is having all state of art facilities utilizing minimum energy

using industrial LED lights, welding automation, VFD drives on Motors etc. We are focused to save energy in projects. We are promoting green building products like steel etc. in our projects.

(ii) The steps taken by the Company for utilizing alternate source of energy

The Company uses Plasma Cutting Machine in place of Oxy Cutting Machines in PEB unit at Kashipur which is used as an alternate source of energy.

(iii) The Capital investment on energy conservation Equipment: NIL (B) TECHNOLOGY ABSORPTION

(i) The efforts made by the Company towards technology absorption during the year under review are:

Using LED Lights for energy savings at our Kashipur Plant

Installation of wind Turbo ventilators at our Kashipur Plant

Installation of energy efficient AC Drives

(ii) The Benefits derived like product improvement, cost reduction, product development or import substitution:

Your Company has developed multistory composite construction using steel & concrete and

it is most sustainable technology where only 20% material consumption is used as compared to an RCC structures. Using Steel & Composite Structure which offers saving in energy & given green building.

Improved productivity and cost reduction

Time saving

Reduction in wastage




(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: NONE

Details of Technology Imported Technology

Import form Year of Import Status Implementation

and absorption

--------------------------------------------------------------NIL----------------------------------------------------------------------- (iv) The expenditure incurred on Research & Development (R & D)

The Company has developed its inhouse ERP for PEB. There is a continuous development in this area due to dedicated team of ERP developers employed in the Company.

Steel 2 Build – In house developed ERP and No separate cost center. Lots of New developments has been done in ERP which is given Company strengths to manage

Multiple Projects PAN India basis.

Raw Material planning & Management to work with the Support of ERP.

Timely execution of Projects with the Support of ERP.

Performance Measurement at different levels. (C) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the following are the details as follows: (In Rs.)

Particulars 2016-17 2015-16

Earnings NIL NIL

Outgo NIL NIL


23rd Annual Report 2016-2017 Richa Industries Limited FORM NO. MGT-9 Annexure II

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2017

(Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014

I. REGISTRATION & OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or

more of the total turnover of the Company shall be stated)

S. No. Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the Company

1 Textile 2365 36.32 2 Construction and engineering

(PEB) 3410 63.68

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl No Name and Address of the

Company CIN/GIN Holding/Sub

sidiary/Associate

% of Shares held

Applicable Section

1. CIN L17115HR1993PLC032108 2. Registration Date 15-09-1993 3. Name of the Company RICHA INDUSTRIES LIMITED 4. Category/Sub-category of the Company Company Limited by Shares/Indian Non-Government

Company 5. Address of the Registered office &

contact details Plot No-29,DLF Industrial Area, Phase-II, Faridabad-121003 Tel:0129-4133968, Fax: 0129-413369

6. Whether listed Company Yes 7. Name, Address & contact details of the

Registrar & Transfer Agent, if any. Link Intime India Pvt Ltd 44,Community Centre, 2nd Floor, Naraina Industrial Area Phase-I, Near PVR Naraina, New Delhi-110028 PH:011 4141 0592,93,94 Fax:011 4141 0591



23rd Annual Report 2016-2017 Richa Industries Limited IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-Wise Shareholding

Category of Share holders

No of Shares held at the Beginning of the year

(As on 1st April, 2016)

No of Shares held at the end of the year

(As on 1st April, 2017)

%chang

e during the

year

Demat

Physical

Total

% of Total

Shares

Demat Physical

Total

% of Total

Shares

(A) Promoters (1) Indian a)Individuals / Hindu Undivided Family 5840555 0 5840555 24.93 5840555 0 5840555 24.93 0.00 b)Central Government / State Government(s) 0 0 0 '0.00 0 0 0 0.00 0.00c)Financial Institutions / Banks 0 0 0 '0.00 0 0 0 0.00 0.00 d) Any Other (Specify) e) Bodies Corporate 8078774 0 8078774 34.48 8078774 0 8078774 34.48 0.00 Sub Total (A)(1) 13919329 0 13919329 59.41 13919329 0 13919329 59.41 0.00 (2) Foreign a)Individuals (Non-Resident Individuals / Foreign Individuals) 0 0 0 0.00 0 0 0 0.0 0.00 b)Government 0 0 0 0.00 0 0 0 0.0 0.00 Institutions 0 0 0 0.00 0 0 0 0.00 0.00 Foreign Portfolio Investor 0 0 0 0.00 0 0 0 0.00 0.00Any Other (Specify) Sub Total (A)(2) 0 0 0 0.00 0 0 0 0.00 0.00 Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2) 13919329 0 13919329 59.41 13919329 0 13919329 59.41 0.00

(B) Public Shareholding Institutions 0 0 0 0.00 0 0 0 0.00 0.00 Mutual Funds / UTI 0 0 0 0.00 0 0 0 0.00 0.00 Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00 Alternate 0 0 0 0.00 0 0 0 0.00 0.00



Investment Funds Foreign Venture Capital Investors 0 0 0 0.00 0 0 0 0.00 0.00 Foreign Portfolio Investor 0 0 0 0.00 0 0 0 0.00 0.00 Financial Institutions / Banks 0 0 0 0.00 0 0 0 0.00 0.00 Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00 Provident Funds/ Pension Funds 0 0 0 0.00 0 0 0 0.00 0.00 Any Other (Specify)

Sub Total (B)(1) 0 0 0 0.00 0 0 0 0.00 0.00 2. Central Government/ State Government(s)/ President of India Sub Total (B)(2) 0 0 0 0.00 0 0 0 0.00 0.00 3. Non-Institutions (a)Individuals (i)Individual shareholders holding nominal share capital upto Rs. 2 lakh. 4480658 83 4480741 19.12 4974600 83 4974683 21.23 2.11 (ii)Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 2290900 0 2290900 9.78 2189541 0 2189541 9.35

(0.43)

b)NBFCs registered with RBI 0 0 0 0.00 0 0 0 0.00

Employee Trusts 0 0 0 0.00 0 0 0 0.00 Overseas Depositories(holding DRs) (balancing figure) 0 0 0 0.00 0 0 0 0.00 Any Other (Specify) Hindu Undivided Family 244426 0 244426 1.04 311960 0 311960 1.33 0.29 Non Resident Indians (Non Repat) 51562 0 51562 '0.22 33214 0 33214 0.14 0.08 Non Resident Indians (Repat) 426031 0 426031 1.82 449748 0 449748 1.92 0.1 Clearing 805640 0 805640 3.44 685130 0 685130 2.92 0.52




Member Bodies Corporate 1211371 0 1211371 5.17 866395 0 866395 3.70 1.47

Sub Total (B)(3) 9510588 83 9510671 40.59 9510588 83 9510671 40.59 0.00 Total Public Shareholding(B)=(B)(1)+(B)(2)+(B)(3) 9510588 83 9510671 42.62 9510588 83 9510671 40.59 2.03

Total (A)+(B) 23429917 83 23430000 100.00 23429917 83 23430000 100.0 0.00 Non Promoter - Non Public Custodian/DR Holder 0 0 0 0.00 0 0 0 0.00 0.00 Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) 0 0 0 '0.00 0 0 0 0.00 0.00Total (A)+(B)+ (C) 23429917 83 23430000 '100.00 23429917 83 23430000 100.0 0.00

(ii) Shareholding of Promoters

Sr. No

Shareholders Name

Shareholding at the Beginning of the year-2016

Shareholding at the end of the year-2017

No. of Shares

% of total shares of the Company

% of Shares pledged/encumbered to total shares

No. of Shares

% of total shares of the Company

% of Shares pledged/encumbered to total shares

% Change in shareholding during the year

1

Richa Holdings Limited 7621156 32.52 12.49 7621156 32.52 28.06 0.00

2 Sandeep Gupta 1152968 4.92 4.26 1152968 4.92 4.26 0.00

3 Sushil Gupta 1100706 4.69 4.26 1100706 4.69 4.26 0.00

4 Subhash Gupta 981667 4.18 0.00 981667 4.18 0.00 0.00

5 Akash Gupta 602223 2.57 0.00 602223 2.57 0.00 0.00

6 Usha Gupta 591498 2.52 0.00 591498 2.52 0.00 0.00

7 Garima Gupta 572223 2.44 0.00 572223 2.44 0.00 0.00

8 Jewel Garments (P) Limited

457618 1.95 0.00 457618 1.95 0.00 0.00

9 Geeta Devi 435570 1.85 0.00 435570 1.85 0.00 0.00

10 Manish Gupta 318954 1.36 0.64 318954 1.36 0.64 0.00

11 Shweta Gupta 84746 0.36 0.00 84746 0.36 0.00 0.00

Total 13919329 59.40 21.65 13919329 59.40 37.22 0.00


23rd Annual Report 2016-2017 Richa Industries Limited iii. Change in Promoters Shareholding (Please specify, if there is no change)

iv. Shareholding Pattern of Top Ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs)

S. No.

Share Holder’ s Name No. of the shares at the beginning of the year (01.04.2016)

% of the total shares of the company

Date Increase/ Decrease in Shareholding

Reason Cumulative shares during the year

% of the total shares of the company during the year

1. Richa Holdings Limited 7621156 32.52 No Change 7621156 32.52 2. Sandeep Gupta 1152968 4.92 No Change 1152968 4.92 3. Sushil Gupta 1100706 4.69 No Change 1100706 4.69 4. Subhash Gupta 981667 4.18 No Change 981667 4.18 5. Akash Gupta 602223 2.57 No Change 602223 2.57 6. Usha Gupta 591498 2.52 No Change 591498 2.52 7. Garima Gupta 572223 2.44 No Change 572223 2.44 8. Jewel Garments (P)

Limited 457618 1.95 No Change 457618 1.95

9. Geeta Devi 435570 1.85 No Change 435570 1.85 10 Manish Gupta 318954 1.36 No Change 318954 1.36 11. Shweta Gupta 84746 0.36 No Change 84746 0.36

Sr No.

Shareholding at the beginning of the year

01-04-2016

Transactions during the year

Cumulative Shareholding at the

end of the year 31-03-2017

SHAREHOLDERNAME

NO.OF SHARES

HELD

% OF TOTAL

SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO. OF SHARES

NO OF SHARES

HELD

% OF TOTAL

SHARES OF THE

COMPANY

1 SUNVISION INFOTECH PVT LTD 353586 1.5091 353586 1.5091

AT THE END OF THE YEAR 353586 1.5091

2 INDIAN CLEARING CORPORATION LTD. 0 0.0000 0 0.0000

Transfer 26 Aug 2016 291000 291000 1.2420 AT THE END OF THE YEAR 291000 1.24203 NASSAR . P. V . 170000 0.7256 170000 0.7256 Transfer 08 Apr 2016 14840 184840 0.7889 Transfer 29 Apr 2016 13640 198480 0.8471 Transfer 06 May 2016 21020 219500 0.9368 Transfer 13 May 2016 30500 250000 1.0670 Transfer 20 May 2016 1885 251885 1.0751 Transfer 10 Jun 2016 1115 253000 1.0798 Transfer 17 Jun 2016 (27000) 226000 0.9646 Transfer 30 Jun 2016 4000 230000 0.9816 Transfer 29 Jul 2016 7611 237611 1.0141 Transfer 05 Aug 2016 (7611) 230000 0.9816 Transfer 19 Aug 2016 20000 250000 1.0670 Transfer 14 Oct 2016 8000 258000 1.1012




Transfer 21 Oct 2016 2000 260000 1.1097 Transfer 28 Oct 2016 12000 272000 1.1609 Transfer 04 Nov 2016 500 272500 1.1630 Transfer 11 Nov 2016 2500 275000 1.1737 Transfer 18 Nov 2016 5000 280000 1.1950 Transfer 25 Nov 2016 2000 282000 1.2036 Transfer 02 Dec 2016 12000 294000 1.2548 Transfer 09 Dec 2016 (4000) 290000 1.2377 Transfer 30 Dec 2016 6000 296000 1.2633 Transfer 06 Jan 2017 (12000) 284000 1.2121 Transfer 20 Jan 2017 1000 285000 1.2164 Transfer 27 Jan 2017 (5000) 280000 1.1950 Transfer 10 Feb 2017 15490 295490 1.2612 Transfer 17 Feb 2017 (3990) 291500 1.2441 Transfer 24 Feb 2017 (11214) 280286 1.1963 Transfer 03 Mar 2017 (5286) 275000 1.1737 Transfer 10 Mar 2017 (5000) 270000 1.1524 Transfer 24 Mar 2017 (20000) 250000 1.0670 Transfer 31 Mar 2017 (10000) 240000 1.0243 AT THE END OF THE YEAR 240000 1.02434 VARUN KUMAR 220000 0.9390 220000 0.9390 AT THE END OF THE YEAR 220000 0.93905 PIYUSH RAMJIBHAI PATEL 196048 0.8367 196048 0.8367 Transfer 29 Apr 2016 5000 201048 0.8581 Transfer 03 Jun 2016 5000 206048 0.8794 Transfer 08 Jul 2016 3952 210000 0.8963 Transfer 29 Jul 2016 3000 213000 0.9091 Transfer 05 Aug 2016 3000 216000 0.9219 Transfer 19 Aug 2016 4000 220000 0.9390 Transfer 02 Sep 2016 3500 223500 0.9539 Transfer 09 Sep 2016 2150 225650 0.9631 Transfer 16 Sep 2016 4350 230000 0.9816 Transfer 23 Sep 2016 (8725) 221275 0.9444 Transfer 14 Oct 2016 (6275) 215000 0.9176 Transfer 18 Nov 2016 1000 216000 0.9219 Transfer 25 Nov 2016 350 216350 0.9234 Transfer 09 Dec 2016 (1350) 215000 0.9176 AT THE END OF THE YEAR 215000 0.9176

6

HRIDAYNATH CONSULTANCY PRIVATE LIMITED 145000 0.6189 145000 0.6189

AT THE END OF THE YEAR 145000 0.61897 LITTY THOMAS 0 0.0000 0 0.0000 Transfer 16 Dec 2016 120000 120000 0.5122 AT THE END OF THE YEAR 120000 0.51228 SHUBHAM YADAV 600000 2.5608 600000 2.5608



Transfer 07 Oct 2016 (481938) 118062 0.5039 AT THE END OF THE YEAR 118062 0.5039

9 MANISHA JITENDRA LAKHANI 33246 0.1419 33246 0.1419

Transfer 30 Dec 2016 92716 125962 0.5376 Transfer 03 Mar 2017 (11602) 114360 0.4881


10 ANAND CHANDER GULANI 50000 0.2134 50000 0.2134 Transfer 15 Apr 2016 10000 60000 0.2561 Transfer 22 Apr 2016 12000 72000 0.3073 Transfer 20 May 2016 16449 88449 0.3775 Transfer 27 May 2016 11551 100000 0.4268 AT THE END OF THE YEAR 100000 0.4268

11 JAIDEEP SAMPAT 94424 0.4030 94424 0.4030 Transfer 08 Apr 2016 (119) 94305 0.4025 Transfer 16 Sep 2016 (24210) 70095 0.2992 Transfer 23 Sep 2016 (20000) 50095 0.2138


12 EDELWEISS BROKING LTD 218062 0.9307 218062 0.9307 Transfer 08 Apr 2016 35119 253181 1.0806 Transfer 15 Apr 2016 (6323) 246858 1.0536 Transfer 22 Apr 2016 (1350) 245508 1.0478 Transfer 29 Apr 2016 (4710) 240798 1.0277 Transfer 06 May 2016 (9803) 230995 0.9859 Transfer 13 May 2016 2167 233162 0.9951 Transfer 20 May 2016 2050 235212 1.0039 Transfer 27 May 2016 (4271) 230941 0.9857 Transfer 03 Jun 2016 702 231643 0.9887 Transfer 10 Jun 2016 (192) 231451 0.9878 Transfer 17 Jun 2016 (9668) 221783 0.9466 Transfer 24 Jun 2016 100 221883 0.9470 Transfer 30 Jun 2016 1201 223084 0.9521 Transfer 01 Jul 2016 300 223384 0.9534 Transfer 08 Jul 2016 (601) 222783 0.9508 Transfer 15 Jul 2016 2000 224783 0.9594 Transfer 22 Jul 2016 1502 226285 0.9658 Transfer 29 Jul 2016 (18700) 207585 0.8860 Transfer 12 Aug 2016 202 207787 0.8868 Transfer 19 Aug 2016 513 208300 0.8890 Transfer 26 Aug 2016 164 208464 0.8897 Transfer 02 Sep 2016 (25342) 183122 0.7816 Transfer 09 Sep 2016 (11564) 171558 0.7322 Transfer 16 Sep 2016 (12166) 159392 0.6803 Transfer 23 Sep 2016 (47504) 111888 0.4775 Transfer 30 Sep 2016 1621 113509 0.4845




Transfer 07 Oct 2016 2384 115893 0.4946 Transfer 14 Oct 2016 200 116093 0.4955 Transfer 21 Oct 2016 (402) 115691 0.4938 Transfer 28 Oct 2016 (1659) 114032 0.4867 Transfer 04 Nov 2016 (700) 113332 0.4837 Transfer 11 Nov 2016 7000 120332 0.5136 Transfer 18 Nov 2016 10368 130700 0.5578 Transfer 25 Nov 2016 6791 137491 0.5868 Transfer 02 Dec 2016 (18) 137473 0.5867 Transfer 09 Dec 2016 (6208) 131265 0.5602 Transfer 16 Dec 2016 (3487) 127778 0.5454 Transfer 23 Dec 2016 3216 130994 0.5591 Transfer 30 Dec 2016 (92725) 38269 0.1633 Transfer 06 Jan 2017 (407) 37862 0.1616 Transfer 13 Jan 2017 (3241) 34621 0.1478 Transfer 20 Jan 2017 977 35598 0.1519 Transfer 27 Jan 2017 (1800) 33798 0.1443 Transfer 03 Feb 2017 (4489) 29309 0.1251 Transfer 10 Feb 2017 3700 33009 0.1409 Transfer 17 Feb 2017 3614 36623 0.1563 Transfer 24 Feb 2017 800 37423 0.1597 Transfer 03 Mar 2017 18010 55433 0.2366 Transfer 10 Mar 2017 (32637) 22796 0.0973 Transfer 17 Mar 2017 1012 23808 0.1016 Transfer 24 Mar 2017 215 24023 0.1025 Transfer 31 Mar 2017 2362 26385 0.1126


13 BOI SHAREHOLDING LIMITED 291000 1.2420 291000 1.2420

Transfer 26 Aug 2016 (291000) 0 0.0000


14 JITENDRA SHANKARLAL PATEL 85802 0.3662 85802 0.3662

Transfer 24 Jun 2016 6000 91802 0.3918 Transfer 01 Jul 2016 (600) 91202 0.3893 Transfer 08 Jul 2016 (4100) 87102 0.3718 Transfer 22 Jul 2016 (2000) 85102 0.3632 Transfer 29 Jul 2016 (2600) 82502 0.3521 Transfer 05 Aug 2016 2100 84602 0.3611 Transfer 12 Aug 2016 (2100) 82502 0.3521 Transfer 07 Oct 2016 (9453) 73049 0.3118 Transfer 14 Oct 2016 (7650) 65399 0.2791 Transfer 21 Oct 2016 (58532) 6867 0.0293 Transfer 28 Oct 2016 (3500) 3367 0.0144 Transfer 04 Nov 2016 (3367) 0 0.0000 AT THE END OF THE YEAR 0 0.0000


23rd Annual Report 2016-2017 Richa Industries Limited V. Shareholding of Directors and Key Managerial Personnel

S. No.

Share Holder’ s Name

No. of the shares at the beginning of the year (01.04.2016)

% of the total shares of the company

Date Increase/ Decrease in Shareholding

Reason Cumulative shares during the year

% of the total shares of the company during the year

1. Dr. Sandeep Gupta

1152968

4.92

No Change 1152968

4.92

2. Mr. Sushil Gupta

1100706

4.69 No Change 1100706 4.69

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs in Lakhs) Particulars

Secured Loans excluding Deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 17696.66 1969.15 - 19665.81

ii) Interest due but not paid 92.46 - - 92.46

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 17789.12 1969.15 - 19758.27

Change in Indebtedness during the financial year

* Addition 1622.65 - - 1622.65

* Reduction 2465.73 970.48 - 3436.21

Net Change (843.08) (970.48) - (1813.56)

Indebtedness at the end of the financial year

i) Principal Amount 16888.49 998.67 - 17887.16

ii) Interest due but not paid 57.55 - - 57.55

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 16946.04 998.67 - 17944.71



23rd Annual Report 2016-2017 Richa Industries Limited VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole Time Director and /or Manager

Sr. No Particulars of Remuneration Name of MD/WTD/Manager Total Amount (In Rs) Chairman Cum

Director Managing Director

Sushil Gupta Sandeep Gupta 1 Gross Salary (a) Salary as per

provision contained in Section 17 (1) of the Income Tax Act, 1961

(b) Value of Perquisites u/s 17 (2) of the Income Tax Act, 1961

(c) Profits in Lieu of Salary u/s 17 (3) of the Income Tax Act, 1961

22,30,500 - -

25,00,000

-

-

47,30,500 - -

2 Stock Option - - - 3 Sweat Equity - - - 4 Commission

As % of Profit Others, specify

- - -

5 Others, Please specify - - - Total (A) 22,30,500 25,00,000 47,30,500 Ceiling as per the Act

B. Remuneration to other Directors:

Sr. No Particulars of Remuneration 1 Independent Director Nitin Agarwal Bhawana Singhal Total Amount (In Rs) Sitting Fee for attending

Board/Committee Meetings Commission Others, Please Specify

70,000 1,20,000 1,90,000

Total (1) 70,000 1,20,000 1,90,000 2 Other Non-Executive Directors Sitting Fee for attending

Board/Committee Meetings Commission Others, Please Specify

NIL NIL NIL

Total (2) NIL NIL NIL Total Managerial Remuneration

Total (B)=(1+2) 70,0000 1,20,000 1,90,000

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. No Particulars of Remuneration Key Managerial Personnel Total Amount (In Rs) CFO CS Sushil Kumar Nayak Gaurav Yadav 1 Gross Salary (a) Salary as per

provision contained in Section 17 (1) of the Income Tax Act, 1961

(b) Value of Perquisites u/s 17 (2) of the Income Tax Act, 1961

7,00,000 -

4,79,208

-

11,79,208 -



(c) Profits in Lieu of Salary u/s 17 (3) of the Income Tax Act, 1961

- - -

2 Stock Option - - - 3 Sweat Equity - - - 4 Commission

As % of Profit Others, specify

- - -

5 Others, Please specify - - - Total (A) 7,00,000 4,79,208 11,79,208Ceiling as per the Act

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES Type

Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/Compounding fees impose

Authority (RD/NCLT/COURT)

Appeal Made if any (give details)

A. Company Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL

B. Directors Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

C. Officers in Default Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL




Annexure-III Annual Reports Details of the CSR Activities

1. A brief outline of the company’s CSR Policy included Overview of the projects or Programme

proposed to be undertaken and a reference to the web link to the CSR Policy and projects and program. The company has proposed to undertake activities relating to educational area including encourage to promote and expose the sector of education through the various activities etc., for the financial year 2016-17. The activities and funding are monitored internally by the company.

2. The composition of the CSR Committee.

Mr. Sandeep Gupta Chairman of the CSR Committee, Mr. Nitin Agarwal Member of the CSR Committee, Mr. Sushil Gupta Member of the CSR Committee,

3. Average net profit of the company for last three financial years.

The average net profit for the last three year is Rs. 871.80 Lacs

4. Prescribed CSR expenditure (two percent of the amount as in item 3 above). The company is required to spend Rs. 17.43 Lacs towards CSR for the financial year 2016-17.

5. Detail of CSR spent during the financial year;

(a) Total amount spent for the financial year: Rs. 20 lacs (b) Amount unspent , if any: NIL (c) Manner in which the amount spent during financial year is detailed below:

In accordance with the company’s with the CSR policy and in compliance with the companies (corporate social responsibility policy) Rules, 2014, Richa Industries Limited has taken various initiatives and promote CSR projects and programs. During the year under review the CSR committee identified projects with non-profit organization which is registered as public charitable foundation.

Education is increasingly changing the capacity of our nation. Corporate social responsibility in education can provide the necessary support for this sector. Richa Industries Limited is integrated with this organization i.e Shanti Shiksha Samiti. Shanti Shiksha Samiti is an NGO established in August 2003 and is a duly registered Society with Govt. of NCT of Delhi. The core value of the society is to promote girl education in rural areas. It serves as financial and advisory body to charitable girls school - Shanti Devi Kanya Inter College at Fazalpur (Sunder Nagar) Baghpat,U.P. recognished upto class X11th.The ultimate aim of this non-profitable organization is to promote self employment avenues for girls by providing Vocational training in various areas like-Teaching, Art & Craft, Cutting &Tailoring, Tae-Kwon Do, skating, Martial Arts etc.

(Rs. In Lacs)

(1) (2) (3) (4) (5) (6) (7) (8) Sl. No.

CSR Project or activity Identified

Sector in which the project is covered

project or programs (1) local area or other (2) specify he state and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs sub heads: (1)Direct expenditure on projects or programs (2) over heads:

Cumulative expenditure up to the reporting period

Amount spent direct or through implementing agency

1. Shanti Shiksha Samiti

Schedule 7 (ii) Promoting Education

Delhi 20 20 20 20



6. In case the company has failed to spend the Two percent 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: Not applicable

7. The CSR Committee hereby confirms that the implementation and monitoring of CSR Policy is in Compliance with CSR objectives and policy of the company.

Sushil Gupta Sandeep Gupta

Chairman & Director Chairman of CSR Committee DIN: 00035854 DIN: 00035751 Date: 30th May, 2017 Place: Faridabad

CONTENTS OF CSR POLICY

(Approved by the Board of Directors)

Our aim is to be one of the most respected companies in India delivering superior and sustainable value to all our customers, business Partners, Shareholders, Employees and the host communities. The CSR initiatives focus on holistic development of host communities and create social, environmental and economic value to the society. The company’s commitment to CSR projects and programs will be by investing recourses into any of the following.

Improving the quality of life in Educational area. Promoting the educational level in rural area. Enhancing the personal skills in education. Contribution to funds for promoting technology in education.




ANNEXURE-IV SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2017 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Richa Industries Limited Plot No.29, DLF Industrial Area, Phase-II, Faridabad-121003 Haryana I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Richa Industries Ltd (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992 and the securities and exchange board of India (Prohibition of Insider Trading) Regulation, 2016;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (Not applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client(Not Applicable as the Company is not registered as Registrar and Transfer Agents with SEBI);



(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009(Not applicable to the Company during the Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998(Not applicable to the Company during the Audit Period);

I further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test check basis, the company has complied with the following laws applicable specifically to the Company:

(1) Textile Committee Act, 1963 (2) Textile (Development & Regulation) Order, 2001 (3) Textile (Consumer Protection) Regulations,1988

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations as applicable to the Company as given in Annexure I.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (iii) Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)

Regulations, 2015; (with effect from December 1, 2015).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Kapil Kachhawa & Associates

Kapil Kachhawa Proprietor

DATE : 30th May 2017 ACS No.42638 PLACE: Faridabad CP No.15864



23rd Annual Report 2016-2017 Richa Industries Limited This report is to be read with my letter of even date which is annexed as Annexure-II and forms an integral part of this report.

Annexure I

Major General Acts, Laws and Regulations as applicable to the Company

1. Factories Act, 1948 2. Direct and Indirect Tax Laws 3. Laws relating to Employees, Contract Labour, Child Labour, Wages, Gratuity, Provident Fund,

Bonus, Compensation, Employees State Insuranceetc. 4. Environment Protection Laws 5. Laws relating to prevention and control of Pollution 6. Indian Boilers Act, 1923 7. Land Revenue Laws of respective states 8. Legal Metrology Act, 2009 9. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rederessal) Act, 2013 10. Motor Vehicles Act, 1988 11. Competition Act, 2002 12. Laws relating to Trade Marks, Copyright, Design etc.

Annexure- II

To, The Members, Richa Industries Limited Plot No.29, DLF Industrial Area, Phase-II, Faridabad-121003 Haryana

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the management representations about the compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability nor of the efficacy of the effectiveness with which the management has conducted the affairs of the Company.

Place: Faridabad

Date: 30th May, 2017



Annexure V

DISCLOSURE IN DIRECTORS’ REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014

Sr. No.

Requirements Disclosure

Name of the Director Ratio 1 The ratio of the remuneration of each Director

to the median remuneration of the employees of the company for the financial year

Dr. Sandeep Gupta 22.99x

Shri Sushil Gupta 20.69x

Only Sitting Fees paid to the Independent Directors which has not been considered as remuneration.

2 The percentage increase in remuneration of each director Chief Financial Officer and Company Secretary in the financial year

Shri Sushil Gupta - Chairman cum Director 50.00%

Dr. Sandeep Gupta - MD 66.66% Shri Gaurav Yadav - CS 15% Shri Sushil Kumar Nayak - CFO NA** Shri. Lavesh Kansal NA*** * However, during FY 2016-17 the Company pays remuneration

as per the terms of engagement and in compliance with section 197 read with Schedule V of the Companies Act, 2013 and in accordance with Members approval. ** Shri. Sushil Kumar Nayak was appointed as CFO w.e.f 14th September, 2016 *** Shri. Lavesh Kansal Professional Director was appointed as an Director w.e.f 13th August 2016

The percentage increase in the median remuneration of employees in the financial year

During FY 2016-17, the percentage decrease in the median remuneration of employees as compared to previous year was approximately 23.52%.

3

4 The number of permanent employees on the rolls of company

There were 743 employees as on March 31, 2017

5 Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Average decrease in remuneration is23.52% for employees other than managerial personnel and there was increase of 23.04% in managerial remuneration.

6 Affirmation that the remuneration is as per the remuneration policy of the Company.

Yes, It is confirmed

General Note:

1. Managerial Personnel Includes Chairman and Managing Director.



23rd Annual Report 2016-2017 Richa Industries Limited CORPORATE GOVERNANCE REPORT

Corporate Governance is the set of policies, processes and practices governing the affairs of a Company in pursuit of its business goals. Corporate Governance is based on the principles of integrity, fairness, equity, transparency, accountability and commitment to values. Good governance practices stem from the culture and mindset of the organization. As stakeholders across the globe evince keen interest in the practices and performance of companies, Corporate Governance has emerged on the centre stage. Over the years, governance processes and systems have been strengthened and institutionalized at Richa. Effective implementation of these policies underpins the commitment of the Company to uphold highest principles of Corporate Governance consistent with the Company's goal to enhance shareholders' value. Keeping in view the Company's size, complexity, global operations and corporate traditions, the Company's Governance framework is based on the following main principles:

Constitution of Board of Directors of appropriate composition, size, varied expertise and commitment to discharge their responsibilities and duties.

Ensuring timely flow of information to the Board and its Committees to enable them discharge their functions effectively.

A sound system of risk management and internal control. Independent verification and safeguarding integrity of the Company's financial reporting. Timely and balanced disclosure of all material information concerning the Company to all

stakeholders. Transparency and accountability. Fair and equitable treatment to all stakeholders including employees, customers, shareholders and

investors. Compliance with all the rules and regulations.

The Company recognizes that good Corporate Governance is a continuing exercise and is committed to follow the best practices in the overall interest of the stakeholders. In accordance with Bombay Stock Exchange and the best practices followed on Corporate Governance, the details of governance systems and processes are as under: 1. Company’s Philosophy on Code of Governance Corporate Governance deals with the complex set of relationships between the Company and its Board of Directors, management, shareholders, and other stakeholders. Your Company believes that changes are inevitable in the corporate world, whether relating to laws, rules, regulations, standards, procedures, public disclosures, thereby constantly posing challenges for the corporate to meet with the highest set of standards of business ethics and fair play. However adherence to Corporate Governance practices at each such time shall lead the way to transparent and just business operations. Corporate Governance encompasses good practices, adherence to laws, procedures, standards and implicit rules that enable the management to take wise and sound decisions, whose results will have an impact not only on its shareholders, creditors, associates, employees and the government but society at large. The core objective of Corporate Governance is to maximize shareholder value through an open and transparent disclosure regime. Corporate Governance practice enables every stakeholder to have access to fullest information about the Company and its functioning thereby achieving stakeholder's satisfaction. In view of the above statement, your Company reaffirms its commitment to excellence in Corporate Governance and constantly strives and endeavors to attain the high standards of business ethics and fair play, by employing the finest practices of corporate values and ethics. Your Company also believes that good Corporate Governance will also help to translate into being a responsible corporate citizen.


23rd Annual Report 2016-2017 Richa Industries Limited 2. Board of Directors Composition and Category The Board of Directors of the Company (“the Board”) provides leadership and guidance to the Company's Management and also supervises, directs and manages the performance of the Company. The Board has constituted various Committees of Directors, for the matters requiring special attention and their effective and efficient disposal. Your Company's Board is represented by professionally qualified Executive, Non-Executive and Independent Directors. As on 31st March, 2017, the Board consists of Three Executive Directors and Two Non-Executive Independent Director including one Women independent Director. Details of the Directors constituting the Board, their category, shareholding in the Company, number of Directorships in other public limited companies etc. are as follows: Directorship/Committee Membership as on March 31, 2017

Name Designation DIN Category

Shareholding in

Company (No. of Shares)

Directorships in other

Indian public companies (Including

Richa)

No. of Board Committees

memberships held in all public companies(Inclu

ding Richa)

No. of Board Committees

Chairmanships held in all

public companies

(Including RIL)

Mr. Sushil Gupta Chairman & Director 00035854

Executive Non-

Independent1100706 2 1 NIL

Dr. Sandeep Gupta Managing Director 00035751

Executive Non-

Independent1152968 2 4 1

Mr. Nitin Agarwal Independent Director 03447905

Non- Executive

IndependentNIL NIL 4 NIL

Mr. Lavesh Kansal Director 07481847 Executive NIL NIL NIL NIL

Ms. Bhawana Singhal

Independent Director 07479682

Non- Executive

IndependentNIL NIL 3 3

Notes: Directorship excludes Private Limited Companies, foreign companies and Alternate Directorship

Chairmanship / Membership of Committee only include Audit Committee and Stakeholders Relationship Committee, CSR Committee and Nomination and Remuneration Committee in Indian Public Companies including Richa Industries Limited. None of the Directors on the Board is a member of more then ten Committees and Chairman of more than five Committees across all companies in which they are Directors. Directors’ Profile Brief resume of all the Directors, nature of their expertise in specific functional areas are provided below: Mr. Sushil Gupta (DIN 00035854) An engineer by profession, Mr. Sushil Gupta is the Director of the company. He has done his B. Tech (Mechanical) from Kurukshetra University, Haryana and M. Tech (CAD/CAM) from IIT- Delhi. With an experience of more than 25 years in the industry, Mr. Gupta has been the driving force behind the company’s evolution. A visionary in true sense and a master of technological innovation, he has constantly been guiding the team along with the virtues of integrity and performance values. His core area of focus remains on R&D, cost effectiveness and New Developments. He has been awarded with Udyog Patra Award for self-made



23rd Annual Report 2016-2017 Richa Industries Limited industrialist from IITF for his entrepreneurship & contribution to the industry. He has also received “Udyog Vibhusan” award for Excellence in Industrial Performance by the Institute of Trade and Industrial Development, New Delhi in June 2005. Dr. Sandeep Gupta (DIN 00035751) Dr. Sandeep Gupta is the Managing Director of the Company. With more than 17 years of experience in the industry, he has left no stone unturned in taking the organization to the zenith of success. Highly motivated and results driven professional, Dr. Gupta focuses on developing and maintaining the corporate strategies, expansion & growth plans of the company, resource mobilisation and Finance, Marketing and HR initiatives of Richa Industries Limited. The brain of Richa, Dr. Sandeep Gupta has done Doctorate in Management, Masters of Business Studies in Marketing, Graduate in Industrial Relations and Personnel Management from CVS Delhi University and Diploma in Apparel Production Technology from Pearl Institute & Diploma in Sales & Marketing from NIS (National Institute of Sales). He has been awarded the FCCI Excellence Award for being the outstanding SME Entrepreneur. Mr. Nitin Aggarwal (DIN 03447905) Mr. Nitin Agarwal aged about 39 years, has an experience of over 13 years in the field of law. He is an Advocate practicing in Supreme Court of India. He mainly deals in matters relating to Company Law, etc. He joined us in February, 2011. He is a Non-Executive, Independent Director. Ms. Bhawana Singhal (DIN: 07479682) A Qualified FCA, with over 21 years rich experience in Accounts/Finance/Auditing in the Industry. She is well versed with statutory requirements under different laws, HR and general administration and she also qualified cost and work accountant, (ICWA). She is having a rich experience of Concurrent Audit, Statutory Audit, Revenue Audit, Stock Audit of borrowers of banks i.e. Central Bank of India, Allahabad Bank, Indian Overseas Bank, Oriental Bank of Commerce, Bank of India, State bank of Patiala, Union Bank of India, Punjab National Bank etc. A member of the Banking study group of I.C.A.I for the last three years and a visiting faculty of National Power Training Institute for diploma courses for Power Sector Enterprises. Her association with the I.C.A.I Institute:- GMCS-I Faculty for NIRC of I.C.A.I for various topics of behavioral science and development of Personal Traits. Mr. Lavesh Kansal (DIN: 07481847) An Architect by profession, Mr. Lavesh Kansal has done his B.Arch from Manit Bhopal, the recognized Institute and having a work experience of 21 years in this field. He has designed and supervised many projects of reputed groups like Crown and also in the areas of Shopping malls, Group housing, Multi-storey building, Steel Building, Warehousing, Township, IT Parks etc Being a qualified Professional he was appointed as a professional Executive Director for EPC Division and with his rich experience and knowledge the company will gain momentum and highly driven results in this division. Independent Directors The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149 of the Companies Act, 2013 and regulation 16 (b) of the SEBI (Listing Obligation and Disclosure Requirements), 2015. A Formal letter of appointment to independent Director as provided in Companies Act, 2013 and the Listing Regulation has been issued and disclosed on website of the Company. Board Procedure The Board meets at least once in a quarter to review the quarterly performance and the financial results. The Board Meetings are generally scheduled in advance and the notice of each Board Meeting is given in writing to each Director. All the items on the agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial/business plans, financial results, detailed presentations are made. This ensures timely and informed decision by the Board.


23rd Annual Report 2016-2017 Richa Industries Limited To enable the Board to discharge its responsibilities effectively, the members of the Board are briefed of every Board Meeting, on the overall performance of the Company, with presentations by business heads. Senior Management is invited to attend the Board Meeting so as to provide additional inputs to the items being discussed by the Board. Attendance of each Director at the Board Meetings and at the last Annual General Meeting of the Company held during the financial year 2016-17 is given below: Name of the Director Attendance of meetings during 2016-17

Board Meetings Last AGM Mr. Sushil Gupta Dr. Sandeep Gupta Mr. Nitin Aggarwal *Mr. Lavesh Kansal Ms. Bhawana Singhal

10

10 7

10

10

No

Yes

Yes

Yes

Yes *Mr. Lavesh Kansal has been appointed as a Professional Executive Director w.e.f. 01st April, 2016. Number of Board Meetings held with dates

Ten Board Meetings were held during the current financial year. The Company has held at least one Board Meeting in every three months and the maximum time gap between any two such meetings was not more than four months. The details of the Board Meetings are as under: Date Board Strength Number of Directors Present May 30, 2016 5 5 June 27, 2016 5 4 August 03, 2016 5 4 August 25, 2016 5 5 September14, 2016 5 5 November 14, 2016 5 5 December 02, 2016 5 4 February 13, 2017 5 5 March 30, 2017 5 5 March 31, 2017 5 5 Selection of Agenda Items for Board Meetings All the departments of the Company communicate to the Company Secretary well in advance with regard to matters requiring approval of the Board/Committees of the Board to enable her to include the same in the agenda for the Board/Committee meeting(s). Agenda papers are generally circulated to the Board/Committee members well in advance before the meeting. All material information is incorporated in the agenda papers for facilitating meaningful and focused discussions at the meeting. The information regularly supplied to the Board inter-alia includes the following:

Annual operating plans and budgets and any updates. Capital budgets and any updates. Quarterly results of the Company and its operating divisions or business segments. Minutes of meetings of Audit Committee and other Committees of the Board. The information on recruitment and remuneration of senior officers just below the level of Board of

Directors, including appointment or removal of Chief Financial Officer and the Company Secretary Show cause, demand, prosecution notices and penalty notices, which are materially iimportant. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems. Any material default in financial obligations to or by the Company, or substantial non-payment for

goods sold by the company. Any issue, which involves possible public or product liability claims of substantial nature, including

any judgment or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implication on the Company.




Details of any joint venture or collaboration agreement. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property. Significant labour problems and their proposed solutions. Any significant development in human

resources/industrial relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

Sale of investment, subsidiaries, assets, which are material in nature and not in normal course of business.

Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.

Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer, etc.

Recording Meetings of proceedings at Board and Committee Meetings The Company Secretary records minutes of proceedings of each Board and Committee Meeting. Drafts minutes are circulated to Board/ Board Committee members for their comments. The Minutes are entered in the Minutes Book within 30 days from the conclusion of the Meeting. The Company Secretary while preparing the agenda and minutes of the Board/Committee meeting has ensured adherence to the applicable provisions of the law including the Companies Act, 2013 read with rules issued thereunder as applicable.The applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) are also being followed by the Company. The draft minutes of the proceedings of each meeting duly initialed by the Chairman of the meeting are being circulated to the members for their comments and thereafter, confirmed by the Board/Committee in its next meeting. The Board also takes note of the minutes of the Committee meetings duly approved by their respective Chairman. Post Meeting Mechanism Important decision taken at Board/Board Committee meetings are communicated to the concerned departments/divisions. Action –taken report on decision/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committee for noting. Board Support The Company Secretary attends the Board Meeting and advices the Board on Compliances with applicable laws and governance. Familiarization Programme of Director At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role function, duties and responsibilities expected to him as a Director of the Company. The Director is also explained in detail the compliance required from him under the Companies Act, 2013, listing Regulation. The Chairman and Managing Director also has a One to one discussion with the newly appointed Director to familiarize him with the Company Operations. Further, on an ongoing basis as a part of Agenda of Board/Committee Meetings presentations are regularly made to independent Director on various matter inter-alia covering the company and its operation, industry and responsibility of the Independent Director under various statues and other relevant matters. Insider Trading Code The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“The PIT Regulations”) The PIT Regulations has come into effect from May 15, 2015 and replaced the earlier regulations. The object of the PIT regulations is to curb the practice of Insider trading in the securities of a listed Company. The Company has adopted an Internal Code of Conduct for regulating, Monitoring and reporting of trades by Insiders (“the Code”) in accordance with the requirements of PIT Regulation. The Code is applicable to Promoter and Promoters Group, all Directors and designated employees who are expected to have access to unpublished price sensitive information relating to the Company, the Company Secretary is the Compliance officer for monitoring adherence to the said regulations.


23rd Annual Report 2016-2017 Richa Industries Limited 3. Committees of the Board The Board of Director’s have constituted Board Committees to deal with specific areas and activities which concerns the Company and requires a closer view. The Board Committees are formed with approval of the Board. The Committees play an important role in the overall management of day-to-day affairs and governance of the company. Audit Committee Composition The Audit Committee of the Board of Directors, (“the Audit Committee”) is entrusted with the responsibility to supervise the Company internal controls and financial reporting process. The Committee composition meets with requirements of Section 177 of the Companies Act, 2013 and the provision of Regulation 18 of the Listing Regulation. All these Directors possess adequate knowledge of corporate finance, accounts and Company law. The Meetings of the Audit Committee are attended by the Internal Auditors and the Company Secretary. The Company Secretary acts as Secretary to the Committee. The Minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meeting. Composition of the Committee Name of Member Designation Category Ms. Bhawana Singhal Chairman Independent Director

Mr. Nitin Agarwal Member Independent Director

Dr. Sandeep Gupta Member Executive Director The chairman of the Audit Committee was present at the Twenty- Second Annual General Meeting of the Company held on August 13, 2016 to answer the shareholders’ queries The Audit Committee reports to the Board and the roles, responsibilities and the terms of reference of the same are as follows:

Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommending the appointment, remuneration and terms of appointment of statutory auditors including cost auditors of the Company;

Approving of payment to statutory auditors including cost auditors for any other services rendered by

the statutory auditors;

Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions




g. Qualifications in the draft audit report h. Modified opinion(s) in the draft audit report

Reviewing, with the management, the quarterly financial statements before submission to the Board

for approval;

Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the Company with related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the Company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

To review the functioning of the Whistle Blower mechanism;

Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;

Reviewing of information by Audit Committee

Management discussion and analysis of financial condition and results of operations;

Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

Management letters / letters of internal control weaknesses issued by the statutory auditors;

Internal audit reports relating to internal control weaknesses; and

The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.



Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Internal Controls The Company has appointed an Internal Auditor to review and report on the internal control systems of the Company. The report of the internal auditors was reviewed by the Audit Committee. The Audit Committee formulates a detailed plan to the Internal Auditors for the year and the same is reviewed at the Audit Committee meetings. The Internal Auditors submit their recommendations to the Audit Committee and provides a Road Map for the future action. MEETINGS AND ATTENDANCE The Audit Committee held four meetings during the financial year ended March 31, 2017 and the gap between two meetings did not exceed four months. The Audit Committee Meetings were held on May 30, 2016; September 14, 2016; November 14, 2016 and February 13, 2017 The attendance of the members at the Audit Committee Meetings are as under:

Name of Member No. of Meetings held during tenure

No. of Meetings attended during tenure

Leave of absence sought

Ms. Bhawana Singhal 4 4 Nil Mr. Nitin Agarwal 4 4 Nil Dr. Sandeep Gupta 4 4 Nil

Remuneration and Nomination Committee Composition The Composition of Remuneration and Nomination Committee is pursuant to provision of Section 178 of the Companies Act, 2013 and regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements), 2015

Name of Member

Designation

Category

Ms. Bhawana Singhal Chairman Independent Director

Mr. Nitin Agarwal

Member

Independent Director

Dr. Sandeep Gupta Member Executive Director

The chairman of the Nomination and Remuneration Committee was present at the Twenty- Second Annual General Meeting of the Company held on August 13, 2016 to answer the shareholders’ queries Terms of the Reference of the Committee, inter alia, includes the following: To Formulate 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; To Formulate of criteria for evaluation of Independent Directors and the Board; To Devise a policy on Board diversity; To Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and to recommend to the Board their appointment and/ or removal. To extend or continue the term of appointment of the independent Director, on the basis of the report of performance evaluation of independent Directors



23rd Annual Report 2016-2017 Richa Industries Limited MEETINGS AND ATTENDANCE The Nomination and Remuneration Committee met One time during the financial year ended March 31, 2017. The Nomination and Remuneration Committee meeting was held on 14th September, 2016. The attendance of the member at the Nomination and Remuneration Committee meeting is as under:


No. of Meetings attended during

tenure Leave of absence

sought

Ms. Bhawana Singhal 1 1 NIL Mr. Sandeep Gupta 1 1 NIL Mr. Nitin Agarwal 1 1 NIL

Remuneration Policy A. Remuneration to Non-Executive/ Independent Directors The Non-Executive Directors/Independent Directors are paid remuneration by way of sitting fees. The Non-executive Directors are paid sitting fees for each meeting of the Board or Committee of Directors attended by them and also Ms. Bhawana Singhal get fixed sitting fees on Monthly Basis as per agreed term of appointment. The Non-Executive Independent Directors do not have any material pecuniary relationship or transactions with the Company An Independent Director shall not be entitled to any stock option of the Company unless otherwise permitted in terms of the Act. B. Remuneration to Managing/ Whole Time Director, KMP & Senior Management Payment of remuneration to the Managing Director/Whole-time Director(s) is governed by resolution passed by the Board of Directors and Shareholders of the Company, which covers the terms of such appointment and remuneration, read with the service rules of the Company. Remuneration paid to Chairman and Managing Director and Whole-time Director(s) is recommended by the Nomination and Remuneration Committee, approved by the Board and is with in the limits set by the shareholders at the Annual General Meeting. The remuneration package of Chairman and Managing Director and Whole-time Director(s) comprises of salary, perquisites and allowance and contributions to provident fund as approved by the shareholders at the Annual General Meeting. Annual increments are linked to performance and are decided by the Nomination and Remuneration Committee and recommended to the Board for approval thereof. The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talent. The Director of the Company is authorized to decide the remuneration of KMP (other than Managing / Whole time Director) and Senior Management based on the HR policies of the Company. The Company does not have a scheme for grant of stock options or performance linked incentive for its Directors. There is no separate provision for payment of severance fees. Remuneration paid to the Directors during the year 2016-17: (a) NON EXECUTIVE DIRECTOR (In Rs.) Name of the Director No of shares held Sitting Fees Commission TotalMr. Nitin Agarwal NIL 70,000 NIL 70,000 Ms. Bhawana Singhal NIL 1, 20. 000 NIL 1,20,000


23rd Annual Report 2016-2017 Richa Industries Limited (b) EXECUTIVE DIRECTORS

(In Rs.) Name Salary# Perquisites Provident Fund Total Mr. Sushil Gupta Dr. Sandeep Gupta Mr. Lavesh Kansal

22,30,500

25,00,000

9,00,000

- - -

- - -

22,30,500

25,00,000

9,00,000

# excludes provision for gratuity and leave encashment. The tenure of the office of the Managing Director and whole time Directors is for five years from their respective dates of appointments and can be terminated by either party by giving three months’ notice in writing. INDEPENDENT DIRECTOR MEETING During the year under review, the independent Directors met on March 31, 2017, interalia to discuss: Evaluation of performance of Non-Independent Directors Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. PERFORMANCE EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, 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 Board Committee. The performance evaluation of the independent Directors was completed. The performance evaluation of the Chairman and the non-Independent Director was carried out by the Independent Director. The Board of Directors expressed their satisfaction with the evaluation process. Stakeholders Relationship Committee Composition The Stakeholder Relationship Committee is primary responsible to review all the matters connected with the Company transfer of securities and redressal of Shareholders’/ investors,/ security holders, complaints. The Committee Comprises of Three Directors, of the Committee.

Name of Member Designation Category Ms. Bhawana Singhal Chairman Independent Director

Mr. Nitin Agarwal

Member

Independent Director

Dr. Sandeep Gupta Member Executive Director

Terms of Reference

Oversee and review all matters connected with the transfer of the Company Securities

Approve issue of the Company duplicate Share/debenture certificate

Monitor redressal of investors’/shareholders’/security holders’ grievances




Oversee the performance of the Company’s’ Registrars and transfer agents

Recommend methods to upgrade the standard of services to investors

Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification /amendment or modification as may be applicable.

The Minutes of the Stakeholders Relationship Committee were noted by the Board of Directors at the Board Meetings. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. Meetings: Four Committee Meetings were held during the year on May 30, 2016, September 14,2016, November 14, 2016 and February 13, 2017 .The attendance of each member as at March 31, 2017 is as given below:


No. of Meetings attended during

tenure Leave of absence

sought

Ms. Bhawana Singhal 4 4 NIL Dr. Sandeep Gupta 4 4 NIL Mr. Nitin Agarwal 4 4 NIL

Complaints from Investors No. of complaints pending at the beginning of the year : Nil No. of complaints received by correspondence during the year ended 31.03.2017 : Nil No. of complaints received for Refund Instrument correction during the year : Nil No. of complaints received from B.S.E during the year : Nil No. of complaints received from SEBI during the year : Nil No. of complaints resolved / replied during the year : Nil *No. of Investors complaints pending at the ending of the year 31.03.2017 : Nil We confirm that no complaint remained unattended /pending for more than 30 days. *There were no share transfers pending for registration for more than 21 days as on the said date. Corporate Governance Manual The Board of Directors of the Company approved and adopted a comprehensive Corporate Governance Manual setting out the procedures for effective functioning of the Board and its Committees. It also incorporates the Code of Conduct and Ethics for Directors and Senior Management, Code of Ethics for Employees. These policies are regularly monitored and reviewed. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Composition The Corporate Social Responsibility (CSR) Committee comprises of Three Director Shri. Sandeep Gupta, Shri Sushil Gupta, Shri Nitin Agarwal. The Composition of CSR Committee is pursuant to provision of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The company formulated a CSR Policy.



Name of Member Designation

Mr. Sandeep Gupta Chairman

Mr. Nitin Agarwal Member

Mr. Sushil Gupta Member Term of Reference To review the existing CSR policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in schedule VII of the Companies Act, 2013 To provide guidance on various CSR Activities to be undertaken by the Company and to monitor process Meetings: The CSR Committee met one time during the year on 14th September, 2016. The necessary quorum was present in the meeting. The table below provides the attendance of the CSR Committee members:


No. of Meetings attended during tenure

Leave of absence sought

Mr. Sandeep Gupta 1 1 NIL Mr. Nitin Agarwal 1 1 NIL Mr. Sushil Gupta 1 1 NIL 4. GENERAL BODY MEETINGS Annual General Meetings The details of last three Annual General Meetings of the Company are given hereunder: AGM Financial

Year Date and Time Venue Special Resolution Passed

20th 2013-2014 13th September, 2014, 10.30 A.M.

Hotel Delite, 17-18, Neelam Bata Road, Faridabad-121001

Reappointment and Revision in remuneration of Dr. Sandeep Gupta Jt. Managing Director u/s 196,197,198 of the Companies Act, 2013 Reappointment and Revision in remuneration of Sushil Gupta Managing Director u/s 196,197,198 of the Companies Act, 2013 Reappointment and Revision in remuneration of Manish Gupta Whole Time Director u/s 196,197,198 of the Companies Act, 2013 To Create Securities in favor of the lenders u/s 180 (1) (a) of the Companies Act, 2013 Borrowings Limits of the Company u/s 180(1) (c) of the Companies Act, 2013 Adoption of New Articles of Association of the Company Containing the regulations in conformity with the Companies Act, 2013

21st 2014-2015 11th September, 2015, 10.30. A.M.

Hotel Delite, 17-18, Neelam Bata Road, Faridabad-121001

No Special Resolution



23rd Annual Report 2016-2017 Richa Industries Limited 22nd 2015-2016 13th August, 2016,

10.00 A.M. Hotel Delite, 17-18, Neelam Bata Road, Faridabad-121001

To consider appointment of Ms. Bhawana Singhal as an Independent Director of the Company To consider appointment of Mr. Lavesh Kansal as an (Professional Director- EPC Division) of the Company Revision in remuneration of Dr. Sandeep Gupta Managing Director of the Company Revision in remuneration of Mr. Sushil Gupta Chairman cum Director of the Company Revision in remuneration of Mr. Manish Gupta President Textile of the Company Approval of Cost Auditor Remuneration Authorize Borrowing by way of issuance Non-Convertible Debentures/Bonds/Other Instruments Preferential Allotment of Equity Shares

Extraordinary General Meeting No Extraordinary General Meeting was held during the financial year 2016-17. Postal Ballot No Postal Ballot was conducted during the financial year 2016-2017 5. Disclosure

a) Disclosure on materially significant related party transactions that may have potential conflict with the interests of the Company at large. All transactions entered with related parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provision of section 188 of the Companies act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. The details of the Related Party transactions during the year are given in the notes forming part of the financial statements.

b) Details of non compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years.

No penalty or stricture was imposed by the Sock Exchange or SEBI or any statutory authority during the last 3 (three) years, since all applicable requirements were fully compiled with.

c) Whistle Bowler Policy/Vigil Mechanism Pursuant to Section 177(9) and (10), of the Companies Act, 2013, and Regulation 22 of the Listing Regulation, the Company has formulated whistle Bowler policy for vigil Mechanism of Directors and employee to report to the management about the unethical behavior, fraud or violation of Company’s code of Conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairperson of the Audit committee in exceptional cases. None of the personal of the company has been denied to the Audit Committee. The whistle bowler Policy is displayed on the Company’s Website viz, http://www. www.richa.in.



d) Disclosure of Accounting Treatment

In the preparation of the financial statements, the Company has followed the Accounting Standards referred in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the financial statements.

e) Risk Management

Business risk evaluation and management is an on going process within the Company. During the year under review, a detailed exercise on 'Risk Assessment and Management' was carried out covering the entire gamut of business operations and the Board was informed of the same.

f) Management Discussion & Analysis Report

As required by the Listing Agreement and Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion & Analysis is provided separately in the Annual report.

g) Code of Conduct and Corporate ethics

As a responsible corporate citizen, the Company consciously follows corporate ethics in both business and corporate interactions. The Company has framed various codes and policies, which act as guiding principles for carrying business in ethical way. Some of our policies are:

Code of Conduct for Directors and Senior Management Personnel; Code of Conduct for Prevention of Insider Trading; Whistle Blower Policy

h) CEO/CFO Certification

The Compliance Certificate by CEO/CFO as required under Listing Agreement and Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is the same is annexed to the Corporate Governance Report in the Annual Report

i) Disclosure of Compliance

Your Company has compiled with the requirements of the Listing Agreement and Regulation 17 to 27 and Clause (b) to (i) of Sub-Regulation (2) of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

j) Details of Compliance with Mandatory Requirements and adoption of the Non Mandatory Requirements

The Company has disclose and compiled with all the mandatory requirements under the Listing Agreement and SEBI (Listing Obligation and disclosure requirements) Regulations, 2015.The details of these compliances have been given in the relevant section of these report. Adoption of non-mandatory requirements of the Listing Regulation is being reviewed by the Board from time to time.

k) Non Compliance of Regulations relating to Corporate Governance under SEBI (Listing Obligation and disclosure Requirements) Regulations, 2015

The Company is fully Complaint with the all the regulations and there is no such Compliance.

5 Means of Communication

Quarterly Results: The Unaudited quarterly/half yearly results are announced within forty-five days of the close of the quarter. The audited annual results are announced within sixty days from the closure of financial year as per the requirement of the Listing Regulation. The approved financial results are sent to the stock exchange and are published in Financial Express/Business Standard and Jansatta. Presently, the same are not sent to the shareholders




separately. The Company Financial Results and official press release are displayed on the company Website i.e. www.richa.in

Presentation to Institutional Investors/ Analysts: No formal presentations or analysis were made

to the institutional investors during the year under review. Website: The Company’s Website (www.richa.in) contains a separate dedicated section

Investor Relations where Shareholders’ information is available. The Company Annual Report is also available in a user-free and downloadable form.

Management Discussion and Analysis forms part of the Annual Report, which is sent to the

shareholders of the Company. The Quarterly Results, Shareholding Pattern, Quarterly compliances and all other corporate

communication to the stock exchange viz. BSE Limited are filled electronically. The Company has compiled with filling submission through BSE Listing Centre.

6. General Shareholder Information

ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2016-2017

DAY AND DATE Tuesday, September 26, 2017 TIME 10.00 AM VENUE Hotel Delite, 17-18, Neelam Bata Road, Faridabad-121001 FINANCIAL YEAR April 1, 2016 to March 31, 2017 BOOK CLOSURE DATE FOR THE PURPOSE OF AGM

20th September, 2017 to 26th September, 2017 (Both Days Inclusive)

LAST DATE OF RECEIPT OF PROXY FORMS

Monday, September 25, 2017 before 10.00 AM

Tentative Calendar for the financial Year ending March 31, 2018

Sr. No Particular Tentative Dates

1 First Quarter Results In or before Third week of August, 2017 2 Second Quarter & Half Yearly

Results In or before Third week of November, 2017

3 Third Quarter & Nine Months Results In or before Third week of February, 2017 4 Fourth Quarter & Annual results In or before Fifth week of May, 2018

Dividend Declared for the Last 7 years

Financial Year Dividend Declaration Dividend Per Share*

2010-2011 13 September,2011 0.50 2011-2012 15 September,2012 0.50 2012-2013 13 September,2013 0.50 2013-2014 NIL NIL 2014-2015 NIL NIL 2015-2016 NIL NIL 2016-2017 NIL NIL

Share of Paid up value of Rs 10 per share. Listing of Equity Shares on Stock Exchanges and Stock Code and Payment of Listing Fee The shares of the Company are listed on the following Stock Exchange Bombay Stock Exchange Limited (ISIN: INE516H01012) Stock Code: 532766 Listing fees Annual Listing fee for the financial year 2016-17 has been paid to BSE Limited wherein the Equity Shares of the Company are Listed.


23rd Annual Report 2016-2017 Richa Industries Limited Payment of Depository Fees Annual Custody/Issuer Fee for the year 2016-2017 has been paid to both the Depositories i.e. NSDL and CDSL. Company Registration Details The Company is registered in the State of Haryana, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate affairs (MCA) is L17115HR1993PLC032108 Stock Market Data Monthly high and low prices and the volume of equity shares of Richa Industries Limited at the Bombay Stock Exchange Limited (BSE).

MONTH RICHA BSE High (Rs.) Low (Rs.) High Low

April, 2016 38.35 29.75 26100.54 24523.20

May, 2016 36.80 28.95 26837.20 25057.93

June, 2016 34.25 26.90 27105.41 25911.33

July, 2016 33.65 29.50 28240.20 27034.14

August, 2016 32.20 25.90 28532.25 27627.97

September, 2016 33.55 25.25 29077.28 27716.78

October, 2016 32.25 28.10 28477.65 27488.30

November, 2016 30.80 22.05 28029.80 25717.93

December, 2016 35.70 23.40 26803.76 25753.74

January, 2017 32.50 28.70 27980.39 26447.06

February, 2017 32.25 26.25 29065.31 27590.10

March, 2017 28.90 25.00 29824.62 28716.21 Stock Performance vis-à-vis Index




0.00

5.00

10.00

15.00

20.00

25.00

30.00

35.00

22000

23000

24000

25000

26000

27000

28000

29000

30000

BSE Sensex Monthly Low Richa Monthly Low

Registrar & Share Transfer Agent M/s. Link Intime India Private Limited,has been appointed as the Registrar and Share Transfer Agent of the Company for handling the share transfer work both in physical and electronic form. All correspondence relating to share transfer, transmission, dematerialization, rematerialisation etc. can be made at the following address LINK INTIME INDIA PRIVATE LIMITED Address 44, Community Centre,

2nd Floor Naraina Industrial Area Phase-1, near PVR Naraina

New Delhi-110028 Telephone 011-41410592, 93, 94 Email [email protected] Website www.linkintime.co.in Share Transfer System Shares sent for transfer in physical form are processed and transfer is completed by our Registrar and Share Transfer Agent within a period of Seven days from the date of receipt, provided all the documents are in order. In case of shares in electronic form, the transfers are processed by NSDL/CDSL through respective Depository Participants. In Compliance with the SEBI Regulation (Listing Obligation and Disclosure Requirements) Regulations, 2015, a practicing Company Secretary carried out audit of the system of transfer an a certificate to that effect is issued Distribution of Shareholding as on March 31, 2017 No of Equity Shares No of Shareholders %of Shareholders No of Shares Held % of Shareholding 1 to 500 4121 66.73 812175 3.47501 to 1000 881 14.26 753935 3.221001 to 2000 498 8.06 787261 3.362001 to 3000 215 3.48 562922 2.403001 to 4000 86 1.39 315294 1.354001 to 5000 84 1.36 400119 1.705001 to 10000 132 2.14 990195 4.2210001 and above 159 2.57 18808099 80.27Grand Total 6176 100.00 23430000 100.00


23rd Annual Report 2016-2017 Richa Industries Limited Categories of Shareholders as on March 31, 2017 Sr. No Particular No of Shares % of Holding (A) Promoter Holding

(a) Individuals/Hindu Undivided Family 5840555 24.93 (b) Bodies Corporate 8078774 34.48

Sub Total (A) (1) 13919329 59.41 (B) Public Shareholding

1. Institutions (a) Mutual Funds 0.00 0.00 (b) Financial Institutions/Banks 0.00 0.00 (c) Foreign Portfolio Investor 0.00 0.00 (d) Insurance Companies 0.00 0.00 (e) Foreign Financial Institution 0.00 0.00 (f) Foreign mutual Fund 0.00 0.00 Sub-Total (B) (1) 0.00 0.00

2. Non-Institution (a) Bodies Corporates 866395 3.69 (b) Individuals

I. Individual shareholders holding 4974683 21.23 nominal share capital up to Rs 2 lakh

II. Individual shareholders holding 2189541 9.34 nominal share capital in excess of Rs. 2 lakh.

(c) Trusts 0.00 0.00 (d) Foreign National 0.00 0.00 (e) Hindu Undivided Family 311960 1.33 (f) Non Resident Indian (non Repat) 33214 0.14 (g) Non Resident Indian (Repat) 449748 1.92 (h) Clearing Member 685130 2.94 Sub Total (B) (2) 9510671 40.59

(B) Total Public Shareholding 9510671 ` 40.59 (C) Shares held by custodian and against with depository receipts have been issued 0.00 0.00 Grand Total (A) + (B) +(C) 23430000 100 Dematerialization of Shares and Liquidity 99.99 % of the Paid up Equity Share Capital of the Company is in the dematerialized form (NSDL-59.10% and CDSL-40.90%) as on March 31, 2017. The Company Equity Shares are compulsory traded in the Stock Exchange in the dematerialized mode and are available for trading under both the Depository Systems in India i.e. National Securities Depository Limited and Central Depository Services (India ) Limited. Reconciliation of Share Capital Audit As stipulated by SEBI, a qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted Capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Bombay Stock Exchange. The audit confirms that the total listed and paid-up capital is in agreement with the aggregate of the total number of shares in dematerialized form held with NSDL and CDSL and total number of shares in physical form.



23rd Annual Report 2016-2017 Richa Industries Limited Equity Shares In the Suspense Account As Per Regulation 34 (3) read with Schedule V of the Listing Regulation, the details of the Shares in the suspense Account are as follows: Particulars

Demat Physical Number of

Shareholders Number of

Equity Shares

Number of shareholders

Number of Equity Shares

Aggregate Number of Shareholders and the Outstanding share in the suspense Account lying as on April 1, 2016

4 835 0 0

Number of Shareholders who approached the Company for transfer of Shares from suspense Account during the year

0 0 0 0

Number of Shareholders to whom shares were transferred from suspense Account During the Year

0 0 0 0

Aggregate Number of Shareholders and the Outstanding Shares in the Suspense Account lying as on March 31, 2017

4 835 0 0

That the Voting Rights on these shares shall remain frozen till the rightful owner of such shares claims the shares

0 835 0 0

Plant Locations The Company’s manufacturing facilities are located at the following locations: Textile Division Construction & Engineering Division (PEB)

Village Kawnra, Kheri-Jasana Road, Near Lingayas Institute of Management & Technology Faridabad-121101, Haryana

8th km Stone, Ramnagar Road, NH 121, Kashipur, Udam Singh Nagar, Uttrakhand-244713

Address for Correspondence (a) Investor Correspondence: For Share Transfer/Demat/Remat of shares or any other query in

relation to the shares of the Company. LINK INTIME INDIA PRIVATE LIMITED Address 44, Community Centre,

2nd Floor Naraina Industrial Area Phase-1, near PVR Naraina

New Delhi-110028 Telephone 011-41410592, 93, 94 Email [email protected] Website www.linkintime.co.in (b) For grievance redressal and any query on Annual Report Secretarial Department Phone No.91 129 4133968 Richa Industries Limited Fax No. 91 129 4133969 Plot No 29, DLF Industrial Area ,Phase-II E-Mail: [email protected] Faridabad-121003, Haryana Website: www.richa.in


23rd Annual Report 2016-2017 Richa Industries Limited Nomination Facility The Shareholders Holding shares in physical form may, if they so want send their nomination in prescribed form SH-13 of the Companies (Share Capital and Debentures) rules, 2014, to the Company RTA. The said form can be obtained from the Company RTA. The shareholders who wish to change or cancel their nominations, if already made may send their requests in prescribed form SH-14 of the Companies (Share Capital and Debentures) Rules 2014, to the Companies RTA which can be obtained from the Company RTA. Those holdings shares in Dematerialized form may contact their respective depository Participant (DP) to avail the nomination facility or further change in nominations. To The Board of Directors Richa Industries Limited Faridabad

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER 1. We have reviewed the financial statements and cash flow statement of Richa Industries Limited

for the year ended 31st March,2017 and to the best of our knowledge and belief: i. these statements do not contain any materially untrue statement or omit any material

fact or contain statement that might be misleading; ii. these statements together present a true & fair view of the Company’s affairs and are in

compliance with existing accounting standards, applicable laws and regulations; 2. There are to the best of our knowledge and belief, no transactions entered into by the Company

during the year ended 31st March, 2017, which are fraudulent, illegal or in violation to the Company’s Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of Company’s internal control systems pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such controls.

4. We have indicated to the Auditors and the Audit Committee : i. That there are no significant changes in internal control over financial reporting

during the year. ii. That there are no significant changes in accounting policies during the year and that

the same has been disclosed in the notes to the financial statements; and iii. That there are no instances of significant fraud of which we have become aware,

involving management or any employee having a significant role in the Company’s internal control system.

Place: Faridabad Sushil Kumar Nayak Sandeep Gupta Date: May 30, 2017 Chief Financial Officer Managing Director DIN:0035751




DECLARATIONS Compliance with the Code of Business Conduct As provided under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 all Board Members and Senior Management Personnel have affirmed compliance with Richa Industries Limited Code of Business Conduct for the year ended March 31, 2017 Date: 30th May, 2017 for Richa Industries Limited Place: Faridabad Sushil Gupta Chairman and Director DIN: 00035854

COMPLIANCE CERTIFICATE OF THE AUDITORS The Statutory Auditors have certified that the Company has complied with the Conditions of Corporate Governance as stipulated in Listing Regulation and the same is annexed to this report.

AUDITORS’ CERTIFICATE REGRADING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To The Members Richa Industries Limited We have examined the compliance of conditions of Corporate Governance by Richa Industries Limited for the year ended March 31, 2017 as stipulated in Regulations 17,18,19,20,22,23,25,26,27 and 46 and para C,D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Collectively referred to as “SEBI Listing Regulations, 2015). The compliance of Conditions of Corporate Governance is the responsibility of the Company Management. Our examination was carried out in accordance with the Guidance Note issued by the Institute of Chartered Accountants of India and was limited to procedure and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financials statements of the Company. We certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations, 2015. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Vijay Singla & Associates Chartered Accountants

Firm Registration Number: 018099N

(CA Vijay Kumar Singla) Partner

M.No 094033 Date: May 30, 2017 Place: Faridabad


INDEPENDENT AUDITOR’S REPORT To the Members of Richa Industries Limited Report on the Standalone Financial Statements 1 We have audited the accompanying standalone financial statements of Richa Industries Limited (“the

Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the

Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other

explanatory information.

Management’s Responsibility for the Standalone Financial Statements 2 The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies

Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and

fair view of the financial position, financial performance and cash flows of the Company in accordance with the

accounting principles generally accepted in India, including the Accounting Standards specified under Section

133 of the Act, read with Rule 7of the Companies (Accounts) Rules, 2014. Thisresponsibility also includes

maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of

the assets of the Company and for preventing and detecting frauds and other irregularities; selection and

application of appropriate accounting policies; making judgments and estimates that are reasonable and

prudent; and design,implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditor’s Responsibility 3 Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4 We have taken into account the provisions of the Act and the rules made there-under including, the

accounting and auditing standards and matterswhich are required to be included in the auditreport under the

provisions of the Act and the Rules made there-under.

5 We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of

the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of

India. Those Standards and pronouncements require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free from material

misstatement.



6 An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in

the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those

risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the

financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an

adequate internal financial controls system over financial reporting and the operating effectiveness of such

controls. An audit also includes evaluating the appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall

presentation of the financial statements.

7 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the standalone financial statements.

Opinion 8 In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid standalone financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of

affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements 9 As required by ‘the Companies [Auditor’s Report] Order, 2016’, issued by the Central Government of India

in terms of sub-section (11) of Section 143 of the Act [hereinafter referred to as “Order”], we give in the

‘Annexure – A’, a statement on the matters specified in paragraph 3 and 4 of the Order.

10 As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by theCompany so far as it

appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statementdealt with by this

Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with theAccountingStandards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch,2017 taken on

record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being

appointed as a director in terms of Section 164 (2) of the Act.

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the

operating effectiveness of such controls, refer to our separate report in ‘Annexure-B’ and


(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to

the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements

ii. The Company has made provision, as required under the applicable law oraccounting standards, for

material foreseeable losses, if any, and as required on long-termcontracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and

Protection Fund by the Company.

iv the Company had provided requisite disclosures in its financial statements as to holdings as well as

dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these

are in accordance with the books of accounts maintained by the Company.


(Firm Registration Number :018099N)

(CA Vijay Kumar Singla)

Place :Faridabad Partner

Date: May 30, 2017 Membership Number : 094033



‘ANNEXURE-A’ TO INDEPENDENT AUDITOR’S REPORT - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Referred to paragraph 9 of the Independent Auditor’s Report of even date to the members of Richa Industries Limited on the standalone financial statement as of and for the year ended March 31, 2017. (i) [a] The Company is maintaining proper records showing full particulars, including quantitative details

and situation of fixed assets.

[b] The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. [c] The title deeds of the immoveable properties are held in the name of the Company, but the beneficiary interest lies with the bankers / lenders, with whom the same are mortgaged as security.

(ii) The inventory, including stocks with certain third parties, has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts. Further the valuation of the stocks is undertaken by the Management, which has been accepted as such.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Hence the clauses (a), (b) and (c) of Para 3(iii) of the order are not applicable.

(iv) The Company has not granted any loans, made investments, given guarantees, or any other security

during the year under consideration. Hence the Para 3(iv) of the order is not applicable.

(v) The Company has not accepted any Deposits from the public within the meaning of Sections 73 and 74 of the Act and the rules framed there under to the extent notified. Hence the Para 3(v) of the order is not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where pursuant to the rules made by the Central Government of India, the maintenance of cost records has been specified under sub-section (1) of Section 148 of the Act. And are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) [a] According to the information and examination provided to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax and other statutory dues, as applicable, with the appropriate authorities. There are no outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they become payable.

[b] According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, or sales tax, or service tax or duty of customs or duty or duty of excise or value added tax as at 31st March 2017 which have not been deposited on account of a dispute, are as follows:


Name of the statute

Nature of dues

Amount (`)

Period to which the amount relates

Forum where the dispute is pending

Income Tax Act 1961 and rules made thereunder

Income Tax and other dues u/s 143(3) and 271(1)(C)

5,71,530.00 AY 2014-15 CIT (A), Faridabad

22,16,086.00 AY 2008-09 Punjab & Haryana High Court, Chandigarh

26,56,796.00 AY 2009-10 ITAT New Delhi

8,61,515.00 AY 2005-06 ITAT New Delhi

Finance Act 1994 (Service Tax) and rules made thereunder

Under Sec 77, 78 and Rule 15(3)

1,32,01,385.00 FY 2008-12 CESTAT, New Delhi

Uttrakhand Sales Tax

Uttrakhand Sales Tax

4,80,000.00 2015-16 Joint Commissioner (Appeal) Sales Tax Haldwani, Uttrakhand

U P Commercial Tax Act

U/s 55 of the Act and rules made thereunder

2,18,43,565.00 2015-16 Additional Commissioner, Grade-II, Noida UP

Punjab Sales Tax

Dispute of taxation on material seized on Shambu Check Post at Punjab Border

1,87,500.00 2016-17 Appellate Authority, Patiala Punjab

(viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing, bank. However, the Company has not taken any financial facilities from any financial institution or not issued any debentures in past, hence no default could be there to these as at the balance sheet date.



(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans (from banks) during the year under review. Hence the Para 3(ix) of the order is not applicable.

(x) During the course of our examination of the books and records of the Company, carried on in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the Company, or by its officers or employees, or has been noticed or reported during the year, nor have we been informed of any such case by the Management.

(xi) The Company has paid managerial remuneration during the year under consideration and is in accordance with the requisite approvals mandated by the provisions of Section 197 read with the Schedule V of the Companies Act, 2013

(xii) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the order are not applicable to the Company.

(xiii) The Company has entered into transections with the related parties in Compliance with the provisions of Section 177 and 188 of the Act. The details of such related party transections have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(xiv) The Company has not made any preferential allotment during the year under review, accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934, Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Vijay Singla & Associates

Chartered Accountants (Firm Registration Number :018099N)

(CA Vijay Kumar Singla)

Place : Faridabad Partner Date : May 30, 2017 Membership Number : 094033


‘ANNEXURE - B’ TO INDEPENDENT AUDITOR’S REPORT - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 ( ‘the Act’) We have audited the internal financial controls over financial reporting of Richa Industries Limited (‘the Company’) as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence of the Company’s policies , the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditor’s Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ‘Guidance Note’) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and the maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors’ judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial control over the financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over the financial reporting includes those policies and procedures that



(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transaction and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Inherent Limitations of internal Financial Control Over Financial Reporting Because of the inherent limitation of internal financial control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of change the conditions, or that the degree of compliance with the policies or procedure may deteriorate. Opinion In our opinion, the Company has,in all material respects, an adequate internal financial controls system over financial reporting and such internal financial control over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting issued by the Institute Chartered Accountants of India.


(Firm’s registration number :018099N)

(CA Vijay Kumar Singla) Partner

Membership Number : 094033 Place: Faridabad

Date: May 30, 2017


BALANCE SHEET AS AT 31 MARCH 2017 (Amount in Rs. )

Particulars Note No.Figures as at 31-03-2017

Figures as at 31-03-2016

I. EQUITY AND LIABILITES(1) Shareholders funds

(a) Share Capital 1 235,169,040.00 235,169,040.00 (b) Reserves and Surplus 2 1,064,464,485.29 1,035,400,982.32 (c) Money Received against share warrants - -

(2) Share Application Money Pending Allotment - -

(3) Non-current liabilities(a) Long term borrowings 3 170,981,882.54 354,608,505.37 (b) Deferred tax liabilities(Net) 105,845,245.53 101,862,247.00 (c) Other Long term liabilities 4 154,673,810.00 185,867,169.00 (d) Long term provisions 5 17,175,901.00 16,952,415.00

(4) Current Liabilities(a) Short term borrowings 6 1,478,054,555.61 1,479,412,431.59 (b) Trade payables 7 908,604,262.55 917,946,908.28 (c) Other current liabilities 7(a) 668,624,926.76 542,609,470.19 (d) Short term provisions 8 34,556,881.07 52,547,572.00 TOTAL 4,838,150,990.35 4,922,376,740.75

II. ASSETS(1) Non Current assets

(a)Fixed assets(i)Tangible assets 9 1,158,428,058.36 1,280,907,639.83 (ii) Intangible assets 10 3,673,178.45 4,872,103.18 (iii)Capital Work-in-progress 9 10,078,896.00 - (iv)Intangible assets under development 10 - -

(b) Non current investments 11 7,200,000.00 7,200,000.00 (c) Deferred tax assets (NET) - - (d) Long term loans and advances - - (e) Other non-current assets - -

(2) Current Assets(a) Current investments(b) Inventories 12 1,982,061,771.61 2,281,077,968.62 (c) Trade receivables 13 1,399,412,588.64 1,085,755,471.25 (d) Cash and cash equivalents 14 63,978,086.46 109,307,899.05 (e) Short term loans and advances 15 213,318,410.83 153,255,658.82 (f) Other current assets - - TOTAL 4,838,150,990.35 4,922,376,740.75

-0.00 As per our report of even date attached

For Vijay Singla & Associates For & On behalf of Board of DirectorsChartered Accountants of Richa Industries Limited(Firm Registration Number 018099N)

(CA Vijay Kumar Singla) Dr. Sandeep Gupta Sushil GuptaPartner Managing Director Chairman CumMembership No.094033 DIN:00035751 Director

DIN:00035854Place: FaridabadDate: May 30,2017

Sushil Kumar NayakChief Financial Officer

Gaurav Yadav Company Secretary

Membership No.28484



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2017 (Amount in Rs. )

Particulars Note No. Year Ending31-03-2017

Year Ending31-03-2016

I� Revenue from operations 16 5,064,103,771.11 4,800,650,251.13 II� Other Income 17 8,179,381.31 8,956,278.42

III� Total Revenue(I+II) 5,072,283,152�42 4,809,606,529�55 IV� Expenses:

Cost of materials consumed 18 2,846,940,727.03 3,421,819,168.49 Purchase of Stock in Trade 19 1,158,844,286.32 538,195,475.67 Changes in inventories of finished goods work-in-progress consumable 20 -112,145,601.05 -249,514,418.07 Employee benefits expenses 21 201,815,744.82 197,735,750.00 Finance costs 22 296,067,248.66 276,733,675.76 Depreciation and amortization expenses 23 85,767,075.37 91,688,985.25 Other cost 24 553,429,919.93 402,729,206.96 Total expenses 5,030,719,401�08 4,679,387,844�06

V 41,563,751.34 130,218,685.49 VI� Exceptional Items - - VII� 41,563,751.34 130,218,685.49 VIII Extraordinary Items 25 -1,705,653.83 5,954,805.07 IX� Profit before tax (VII-VIII-VIII(a)) 39,858,097.51 136,173,490.56 X� Tax expenses:

(1) Current tax 10,077,787.01 29,061,600.00 Less MAT Credit Entitlement - -9,346,262.00

-3,267,512.00 - (2) Deferred tax 3,982,998.53 9,922,935.00 (3) Tax Paid for Earlier Years 1,321.00 624,331.00

XI� 29,063,502�97 105,910,886�56 XII� Profit(Loss)from discontinuing operations - - XIII� Tax expenses of discontinuing operations - -

- -XIV� - -

XV� 29,063,502�97 105,910,886�56 XVI� Earnings per equity share:

(1) Basic 26 1.24 4.59(2) Diluted 26 1.24 4.59

As per our report of even date attached


(CA Vijay Kumar Singla) Dr. Sandeep Gupta Sushil GuptaPartner Managing Director Chairman CumMembership No�094033 DIN:00035751 Director



Profit(Loss) for the period(XI+XIV)


Membership No�28484

Profit before exceptional and extraordinary items and tax(III-IV)

Profit before extraordinary items and tax(V-VI))

Provision for Disputed Income Tax/Other Taxes Matters

Profit(Loss) for the period from continuing Operations(IX-X)

Profit/(Loss) from Discontinuing Operations (after tax) (XII-XIII)

BALANCE SHEET AS AT 31 MARCH 2017 (Amount in Rs. )

Particulars Note No.Figures as at 31-03-2017

Figures as at 31-03-2016

I. EQUITY AND LIABILITES(1) Shareholders funds

(a) Share Capital 1 235,169,040.00 235,169,040.00 (b) Reserves and Surplus 2 1,064,464,485.29 1,035,400,982.32 (c) Money Received against share warrants - -

(2) Share Application Money Pending Allotment - -

(3) Non-current liabilities(a) Long term borrowings 3 170,981,882.54 354,608,505.37 (b) Deferred tax liabilities(Net) 105,845,245.53 101,862,247.00 (c) Other Long term liabilities 4 154,673,810.00 185,867,169.00 (d) Long term provisions 5 17,175,901.00 16,952,415.00

(4) Current Liabilities(a) Short term borrowings 6 1,478,054,555.61 1,479,412,431.59 (b) Trade payables 7 908,604,262.55 917,946,908.28 (c) Other current liabilities 7(a) 668,624,926.76 542,609,470.19 (d) Short term provisions 8 34,556,881.07 52,547,572.00 TOTAL 4,838,150,990.35 4,922,376,740.75

II. ASSETS(1) Non Current assets

(a)Fixed assets(i)Tangible assets 9 1,158,428,058.36 1,280,907,639.83 (ii) Intangible assets 10 3,673,178.45 4,872,103.18 (iii)Capital Work-in-progress 9 10,078,896.00 - (iv)Intangible assets under development 10 - -

(b) Non current investments 11 7,200,000.00 7,200,000.00 (c) Deferred tax assets (NET) - - (d) Long term loans and advances - - (e) Other non-current assets - -

(2) Current Assets(a) Current investments(b) Inventories 12 1,982,061,771.61 2,281,077,968.62 (c) Trade receivables 13 1,399,412,588.64 1,085,755,471.25 (d) Cash and cash equivalents 14 63,978,086.46 109,307,899.05 (e) Short term loans and advances 15 213,318,410.83 153,255,658.82 (f) Other current assets - - TOTAL 4,838,150,990.35 4,922,376,740.75

-0.00 As per our report of even date attached


(CA Vijay Kumar Singla) Dr. Sandeep Gupta Sushil GuptaPartner Managing Director Chairman CumMembership No.094033 DIN:00035751 Director




Membership No.2848423rd Annual Report 2016-17 | 69

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at 31.03.2017 (Amount in Rs. )

PARTICULARS Figures as at

31�03�2017Figures as at 31�03�2016

1) Share CapitalI) Authorised Share Capital30000000 (PY 30000000) Equity Shares of Rs. 10/- each 300,000,000.00 300,000,000�00II) Issued Share Capital23603808 (PY 23603808) Equity Shares of Rs. 10/- each 236,038,080.00 236,038,080�00

III) Subscribed and Paid up Share Capital23430000 (PY 23430000)Equity Shares of Rs. 10/- each fully paid up 234,300,000.00 234,300,000�00Out of Which :-

IV) Forfeited Shares173808 (PY 173808) Equity Shares of Rs. 10/- each forfeited amount @ Rs. 5/- each 869,040.00 869,040�00

TOTAL 235,169,040�00 235,169,040�00

(i)

(ii)

(iii)

Particulars

No. of Shares Amount (Rs.) No. of Shares Amount (Rs.)Shares at the Beginning of the Year 23 603 808 00 236 038 080 00 22 488 808 224 888 080 00

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share. The dividend proposed (if any) by the Board of Directors is subject to the approval of shareholders.

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all perferential amount, in propotion to their shareholdingA reconciliation of the number of Equity Shares outstanding at the beginning and at the end of the reporting period

As at 31st March,2017 As at 31st March, 2016

8826192 (PY 8826192) Equity shares of Rs. 10/- each fully paid up at a premium of Rs� 20�00 each1114446 (PY 1114446) Equity shares of Rs. 10/- each fully paid up at a premium of Rs� 10�875 each4275000 (PY 4275000) Equity shares of Rs. 10/- each fully paid up at a premium of Rs� 9�875 each 1115000 (PY 1115000) Equity shares of Rs. 10/- each fully paid up at a premium of Rs� 20�74 each

g g 23,603,808�00 236,038,080�00 22,488,808 224,888,080�00Issued during the year by way of Prefential Allotment - - 1,115,000 11,150,000�00Bought back if any - - - -Outstanding at the end of Year 23,603,808�00 236,038,080�00 23,603,808 236,038,080�00

(iv) Details of Shares held by shareholders holding more than 5% of the aggregate shares in the Company :

Name of the Shareholders

No. of Shares held % of Holding No. of Shares held % of HoldingRicha Holdings Limited 7,621,156�00 32�53 7,621,156 32�53

2) Reserve and Surplus(a) Capital Reserve Balance at the begining of the year 1,215,000�00 1,215,000�00 Addition during the year - - Less: written back during the year - - Balance at the end of the year 1,215,000�00 1,215,000�00(b) Security Premium Reserve Balance at the begining of the year 223,449,491�04 200,324,391�04 Addition during the year - 23,125,100�00 Less: deduction during the year - Balance at the end of the year 223,449,491�04 223,449,491�04(c) General reserve Balance at the begining of the year 21,486,851�05 21,486,851�05 Addition during the year - - Less: deduction during the year - - Balance at the end of the year 21,486,851�05 21,486,851�05

As at 31st March, 2017 As at 31st March, 2016

(Amount in Rs. )Particular

A CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Tax as per statement of Profit & loss 39,858,097.51 136,173,490.56 Adjustment for:Depreciation 85,767,075.37 91,688,985.25 Interst paid 276,072,940.94 242,146,848.19 Bad Debts Written off 38,083,182.17 27,823,070.62 Effect of Exchange rate Change 39,794.00 -221,507.00 (Profit)/Loss on sale of fixed assets 1,705,653.83 -5,954,805.07

401,668,646�31 355,482,591�99441,526,743�82 491,656,082�55

Operating profit before working capital changesAdjustment for:Trade and other receivables -411,803,051.57 -562,853,622.77 Inventories 299,016,197.01 -206,433,978.55 trade payables and Other Liabilities 88,381,691.96 372,988,292.23

-24,405,162.60 -396,299,309.09 Cash generated from Operations 417,121,581.22 95,356,773.46 Taxes Paid(Net) -1,321.00 -624,331.00

NET CASH/USED IN FROM OPERATING ACTIVITIES 417,120,260�22 94,732,442�46

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets -40,693,716.00 -27,283,331.00 Work In Progress/ Advances for capital GainsSale of Fixed Assets 66,820,597.00 87,922,794.07

NET CASH /(USED IN) FROM INVESTING ACTIVITIES443,247,141�22 155,371,905�53

C CASH FLOW FROM FINANCING ACTIVITIES

Year Ended 31-03-2016CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2017

Year Ended 31-03-2017

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds/(Repayments)from preferential allotment of Eq Shares - 34,275,100.00

Proceeds/(Repayments) from long term other Borrowings 45,053,806.99 -406,685.00 Proceeds/(Repayments) of Unsecured Loan -97,048,823.00 -37,494,625.00

Proceeds/(Repayments) from long term Bank Borrowings -128,181,247.88 -98,824,761.75

Proceeds From/(Repayments of) Short Term Borrowings -1,357,875.98 214,265,499.24 Interest Paid -276,072,940.94 -242,146,848.19 Long Term Liabilities -30,969,873.00 20,656,506.00

NET CASH /(USED IN) FROM FINANCING ACTIVITIES-488,576,953�81 -109,675,814�70

Net Increase/(Decrease) in Cash and Cash Equivalents -45,329,812.59 45,696,090.83 Opening Balance of Cash & Cash Equivalents 109,307,899.05 63,611,808.22 Closing balance of Cash & Cash Equivalents 63,978,086�46 109,307,899�05

As per our report of even date attached


(CA Vijay Kumar Singla) Dr� Sandeep GuptaPartner Managing DirectorMembership No�094033 DIN:00035751

Place: FaridabadDate: May 30,2017


See accompanying notes to the financial statements & Significant accounting policies

Membership No�28484

Sushil GuptaChairman CumDirector DIN:00035854






31�03�2017Figures as at 31�03�2016

1) Share CapitalI) Authorised Share Capital30000000 (PY 30000000) Equity Shares of Rs. 10/- each 300,000,000.00 300,000,000�00II) Issued Share Capital23603808 (PY 23603808) Equity Shares of Rs. 10/- each 236,038,080.00 236,038,080�00

III) Subscribed and Paid up Share Capital23430000 (PY 23430000)Equity Shares of Rs. 10/- each fully paid up 234,300,000.00 234,300,000�00Out of Which :-

IV) Forfeited Shares173808 (PY 173808) Equity Shares of Rs. 10/- each forfeited amount @ Rs. 5/- each 869,040.00 869,040�00

TOTAL 235,169,040�00 235,169,040�00

(i)

(ii)

(iii)

Particulars

No. of Shares Amount (Rs.) No. of Shares Amount (Rs.)Shares at the Beginning of the Year 23 603 808 00 236 038 080 00 22 488 808 224 888 080 00

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share. The dividend proposed (if any) by the Board of Directors is subject to the approval of shareholders.

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all perferential amount, in propotion to their shareholdingA reconciliation of the number of Equity Shares outstanding at the beginning and at the end of the reporting period

As at 31st March,2017 As at 31st March, 2016

8826192 (PY 8826192) Equity shares of Rs. 10/- each fully paid up at a premium of Rs� 20�00 each1114446 (PY 1114446) Equity shares of Rs. 10/- each fully paid up at a premium of Rs� 10�875 each4275000 (PY 4275000) Equity shares of Rs. 10/- each fully paid up at a premium of Rs� 9�875 each 1115000 (PY 1115000) Equity shares of Rs. 10/- each fully paid up at a premium of Rs� 20�74 each

g g 23,603,808�00 236,038,080�00 22,488,808 224,888,080�00Issued during the year by way of Prefential Allotment - - 1,115,000 11,150,000�00Bought back if any - - - -Outstanding at the end of Year 23,603,808�00 236,038,080�00 23,603,808 236,038,080�00

(iv) Details of Shares held by shareholders holding more than 5% of the aggregate shares in the Company :

Name of the Shareholders

No. of Shares held % of Holding No. of Shares held % of HoldingRicha Holdings Limited 7,621,156�00 32�53 7,621,156 32�53

2) Reserve and Surplus(a) Capital Reserve Balance at the begining of the year 1,215,000�00 1,215,000�00 Addition during the year - - Less: written back during the year - - Balance at the end of the year 1,215,000�00 1,215,000�00(b) Security Premium Reserve Balance at the begining of the year 223,449,491�04 200,324,391�04 Addition during the year - 23,125,100�00 Less: deduction during the year - Balance at the end of the year 223,449,491�04 223,449,491�04(c) General reserve Balance at the begining of the year 21,486,851�05 21,486,851�05 Addition during the year - - Less: deduction during the year - - Balance at the end of the year 21,486,851�05 21,486,851�05

As at 31st March, 2017 As at 31st March, 2016




31�03�2017Figures as at 31�03�2016

Corporation Bank / Construciton & Engg Division - 11,222,493.00

Security: Pari-Passu Charges on entire fixed assets of the C & E Division along with Indian Overseas Bank

HDFC Bank / Vehicle Loan 335,276.37 744,193.25 10.25%Security : hypothecation of Toyota Innova Car

Tata Capital Finance Limited 27,352,053.00 28,165,274.00 12.50%Security : Secured against the HN-408 Sector 16A Faridabad, being the residential house in the name of Ms Garima Gupta, Wife of Sh Manish Gupta

Corporation Bank 8,171,929.00 10,054,424.00 MCLR + 0.95% = 9.70%

Security : Hypothecation of Mercedez Car

Kotak Mahindra Bank Ltd. 1,703,182.00 - 9.80%

Security: Hypothecation of 2 Nos.Commercial Vehicles

Base Rate + 4.50% = 14.15%

Repayable in 22 quarterly instalments.FY 2010-11 Rs.50 Lac, FY 2011-16 Rs.75.00 Lac each quarter and FY 2016-17 Rs�40�00 Lac

Repayable in 36 Months of EMI of Rs� 38862�00 Each including interest and PrincipalRepayable in 180 Months of EMI of Rs� 353734�00 Each including interest and Principal

Repayable in 60 Months of EMI of Rs� 2,16,000�00 Each including interest and Principal

Repayable in 47 Months of EMI of 2 x Rs� 23,933�00 Each including interest and Principal

Jainsons Finlease Ltd 37,576,129.00 - 19%

Security: 1)Pledge of 36,45,280 shares of the company. 2) Personal Gurantee of Dr Sandeep Gupta, Mr Sushil Gupta & Mr Manish Gupta

Magma Fincorp Ltd. 6,577,018.99 - 15.50%

Unsecured Loan

Toyota Financial Services Ltd. 1,713,880.00 - 9.49%Security : Hypothecation of Toyota Innova Crysta Car

2� Aggregate amount of loans guaranteed by --Directors 214,837,627�36 299,678,948�25 --others 206,222,150�00 28,165,274�003� Period and amount of continuing default as on the balance sheet date --in repayment of loans - 20,130,000�00 --in repayment of interest - 19,499,766�00Rate of interest is without considering interest subsidy under TUF Scheme(b) Un-Secured loan

Loans and Advances from Related parties -Richa Building Systems Private Limited 99,867,000.00 134,469,000�00 -Richa Holdings Limited - 62,446,823�00

TOTAL (b) 99,867,000�00 196,915,823�00(i) As per the resolution of Board of Directors of the company have decided that the above loans

was taken on long terms basis and no interest is payable on the above loan�

Repayable in 24 Months of EMI of Rs�4,87,245�00 Each including interest and PrincipalRepayable in 60 Months of EMI of Rs�39,900�00 Each including interest and Principal

PrincipalRepayable in 36 Months of EMI of Rs�18,32,801�00 Each including interest and Principal



31�03�2017Figures as at 31�03�2016

(ii)Nil NilNil Nil

TOTAL (a)+(b) 170,981,882.54 354,608,505�37

Period and amount of continuing default as on the balance sheet date --in repayment of loans --in repayment of interest



31�03�2017Figures as at 31�03�2016

(d) Surplus of Profit and Loss a/c Balance at the begining of the year 789,249,640�23 683,338,753�67 Addition during the year 29,063,502�97 105,910,886�56 Balance at the end of the year 818,313,143�20 789,249,640�23

TOTAL (a+b+C+d) 1,064,464,485.29 1,035,400,982�32

3) Long Term Borrowings(a) Secured loan(i) Term Loan --From Banks 143,332,426�37 271,513,674�25 --From Others 73,219,080�99 28,165,274�00Less : Current Maturities of Long-Term Debts* 145,436,624�82 141,986,265�88

TOTAL (a) 71,114,882�54 157,692,682�37

Nature of Security and terms of repayment for Long Term secured borrowing : Rate of Interest

Name of Bank / Division of the Company

March 31, 2017 March 31, 2016

(as per Sanction Letter)

Indian Overseas Bank / Textile Division 72,950,452.00 114,806,405.00 Security : Equitable mortgage of Land and Building at plot No.1483, Sector-14,Faridabad and Land and Building at Plot No�659, Sector-16A, Faridabad and hypothecation of Machinery purchased out of Term Loan hypothecation of Machinery purchased (Exclusive Charge with IOB)

* Instalments falling due with in a year in respect of all the above loans have been grouped under "Current Maturities of Long Term Debts" Refer Note No. 7(a)

Balance as on Repayment

Schedule

Base Rate + 4.50% = 14.20%

Repayble in 28 quarterly instalment, Commenced from 30�06�2011 : 12 Quarterly Instaments of Rs� 50 lac each, 8 Quarterly

Indian Overseas Bank / Textile Division - 7,464,220.00

Security: Equitable mortgage of Land and Building at Plot No�4, Sector-7,IMT, Manasar, Gurgaon and hypothecation of Machinery purchased out of Term Loan(Exclusive Charge with IOB)

Indian Overseas Bank / Construciton & Engg Division 51,530,430�00 95,841,893�00 Security : First Pari Passu charge on the Project Land, building and other Project assets with Corporation Bank.

Corporation Bank / Construciton & Engg Division 8,641,157.00 31,380,046.00 Security : First Pari-passu charge on entire fixed assets of the C & E Division along with Indian Overseas Bank

Repayable in 72 monthly instalments of Rs� 30.00 Lac Commencing from July 2012�Repayable in 22 quarterly instalments� First 21 quarterly instalment is Rs� 45 Lac each last of Rs. 55.00 Lac

Repayable in 28 quarterly instalment of Rs.24.30 Lac each, Commenced from 01�12�2009

Base Rate + 4.50% = 14.20%

Base Rate + 4.50% = 14.20%

MCLR + 5.30% = 14.05%

QuarterlyInstalment of Rs� 75 lac each, 4 Quarterly Instalment of Rs� 100 lac each, 3 quarterly instalment of Rs� 162�50 lac each, and last instalment is Rs� 142�50 lac





31�03�2017Figures as at 31�03�2016

Corporation Bank / Construciton & Engg Division - 11,222,493.00

Security: Pari-Passu Charges on entire fixed assets of the C & E Division along with Indian Overseas Bank

HDFC Bank / Vehicle Loan 335,276.37 744,193.25 10.25%Security : hypothecation of Toyota Innova Car

Tata Capital Finance Limited 27,352,053.00 28,165,274.00 12.50%Security : Secured against the HN-408 Sector 16A Faridabad, being the residential house in the name of Ms Garima Gupta, Wife of Sh Manish Gupta

Corporation Bank 8,171,929.00 10,054,424.00 MCLR + 0.95% = 9.70%

Security : Hypothecation of Mercedez Car

Kotak Mahindra Bank Ltd. 1,703,182.00 - 9.80%

Security: Hypothecation of 2 Nos.Commercial Vehicles

Base Rate + 4.50% = 14.15%

Repayable in 22 quarterly instalments.FY 2010-11 Rs.50 Lac, FY 2011-16 Rs.75.00 Lac each quarter and FY 2016-17 Rs�40�00 Lac

Repayable in 36 Months of EMI of Rs� 38862�00 Each including interest and PrincipalRepayable in 180 Months of EMI of Rs� 353734�00 Each including interest and Principal

Repayable in 60 Months of EMI of Rs� 2,16,000�00 Each including interest and Principal

Repayable in 47 Months of EMI of 2 x Rs� 23,933�00 Each including interest and Principal

Jainsons Finlease Ltd 37,576,129.00 - 19%

Security: 1)Pledge of 36,45,280 shares of the company. 2) Personal Gurantee of Dr Sandeep Gupta, Mr Sushil Gupta & Mr Manish Gupta

Magma Fincorp Ltd. 6,577,018.99 - 15.50%

Unsecured Loan

Toyota Financial Services Ltd. 1,713,880.00 - 9.49%Security : Hypothecation of Toyota Innova Crysta Car

2� Aggregate amount of loans guaranteed by --Directors 214,837,627�36 299,678,948�25 --others 206,222,150�00 28,165,274�003� Period and amount of continuing default as on the balance sheet date --in repayment of loans - 20,130,000�00 --in repayment of interest - 19,499,766�00Rate of interest is without considering interest subsidy under TUF Scheme(b) Un-Secured loan

Loans and Advances from Related parties -Richa Building Systems Private Limited 99,867,000.00 134,469,000�00 -Richa Holdings Limited - 62,446,823�00

TOTAL (b) 99,867,000�00 196,915,823�00(i) As per the resolution of Board of Directors of the company have decided that the above loans

was taken on long terms basis and no interest is payable on the above loan�

Repayable in 24 Months of EMI of Rs�4,87,245�00 Each including interest and PrincipalRepayable in 60 Months of EMI of Rs�39,900�00 Each including interest and Principal

PrincipalRepayable in 36 Months of EMI of Rs�18,32,801�00 Each including interest and Principal



31�03�2017Figures as at 31�03�2016

(ii)Nil NilNil Nil

TOTAL (a)+(b) 170,981,882.54 354,608,505�37

Period and amount of continuing default as on the balance sheet date --in repayment of loans --in repayment of interest




31�03�2017Figures as at 31�03�2016

7) Trade PayablesMicro, Small and Medium Enterprises 18,970,320�84 13,807,466�06Others 889,633,941�71 904,139,442�22

TOTAL 908,604,262�55 917,946,908�28

ParticularsPrincipal amount due and remaining unpaid 18,970,320�84 13,807,466�06Interest due on above and the unpaid interest NIL NILInterest paid NIL NILPayment made beyond the appointed day during the year NIL NILInterest due and payable for the period of delay NIL NILInterest accrued and remaining unpaid NIL NILAmount of further interest remaining due and payable in succeeding years NIL NIL

7(a) Other Current Liabilities(a) Bills payable (acceptanced under LC) 302,802,242.71 281,746,283�85

Current Maturities of Long Term Debt** 145,436,624�82 141,986,265�88Creditors for capital goods 2,611,280�00 15,130,697�00Creditors for expenses 105,345,285�72 56,999,057�79Advances payment for which value has still to be given 95,704,312�25 41,939,392�00Unclaimed Final Dividend for Earlier Years * 53,861.00 53,861�00Sales tax payable / WCT Payable 261,256�10 710,499�63TDS & TCS Payable 8,398,389�69 1,203,034�00Service Tax Payable 3,912,422�47 443,456�04

The detail of amounts outstanding to Micro, Small and Medium Enterprises (as defined under the MSMED Act 2006) based on available information with the Company is as under :-

The above information has been determined to the extent such parties could be identified on the basis of the information available with the Company regarding the status of suppliers under MSME.

(b) Total outstanding dues of creditors other (other than micro enterprises due of creditor others)

Expenses payable 4,099,252�00 2,396,923�00TOTAL 668,624,926�76 542,609,470�19

8) Short Term Provisions(a) Provision for employee benefits (i) Payable PF, ESI & Welfare Fund 1,751,138�00 991,879�00 (ii) Insurance,Pension and similar staff benefits 24,107,605.40 18,655,051�00 (b) Others (i) Provision for Income Tax(AY 2016-17, FY 2015-16) - 29,061,600�00 (ii) Provision for Income Tax(AY 2017-18, FY 2016-17) 8,126,607.67 - (iii) Provision for Pending Litigation / Disputes * 571,530.00 3,839,042�00

TOTAL 34,556,881�07 52,547,572�00

9) Tangible Assets @(a) Land 189,900,132�04 214,192,475�04(b) - Factory Buildings 393,222,371�31 455,534,013�41 - Other than Factory Buildings 62,357,391�75 62,801,399�58(c) Plant and Equipment 476,504,302�21 512,870,921�68(d) Furniture and Fixtures 5,710,839�64 6,918,588�15(e) - Vehicles (Commercial) 4,576,321�73 1,289,339�81 - Vehicles (Other than Commercial) 18,889,730.57 20,036,637�74(f) Office equipment 5,529,297�21 5,988,592�48(g) Computer 1,712,571�58 1,241,937�74(h) Fax/Telephone 25,100�32 33,734�20(i) Capital WIP 10,078,896�00 -

TOTAL 1,168,506,954�36 1,280,907,639�83

* There are no amounts due for payment to the Investors Education and Protection Fund under Sec 205C of the Companies Act, 1956 as at the year end� Section 125 of the Companies Act 2013 which corresponds to Section 205C of Companies Act, 1956 has not yet been enacted�

* Provision for litigation / disputes represents claims against the Company that are expected to materialize in respect of matters in litigation�

** Refer Note No. 3



31�03�2017Figures as at 31�03�2016

4) Other Long term Liabilities(a) Securities pending adjustment / refundable 154,673,810.00 185,867,169�00(b) Others - -

TOTAL 154,673,810�00 185,867,169�00

5) Long Term Provisions(a) Provision for employee benefit*--Provision for Gratutity 12,605,830�00 11,147,432�00--Provision for Leave Encashment 4,570,071�00 5,804,983�00(b) others - -

TOTAL 17,175,901�00 16,952,415�00* Refer notes for Disclosure pursuant to Accounting Standard-15 "Employee Benefits"

6) Short Term BorrowingsSecured loan (a) Loans repayable on demand --From Banks - Working capital Limits 1,416,041,610.61 1,479,412,431�59 --Others 62,012,945�00 -

SUB TOTAL 1,478,054,555.61 1,479,412,431�59

1� Nature of Security

Name of BankIndian Overseas Bank 1,028,938,570�91 1,104,655,542�19Prime Security :

C ll t l S it

Textile Division : Current Assets of the textile division of the company , including stock and book debts

C & E Division : First paripassu charge on the entire current assets of PEB division of the company including stock and book debts with corporation bank under multiple banking.

Collateral Security :

Corporation Bank 381,489,600�79 374,579,559�40Prime Security :

Collateral Security :

Bank of India: 5,613,438�91 177330�00

Reliance Commercial Finance Ltd. 62,012,945.00 -

2� Aggregate amount of loans guaranteed by --Directors 1,478,054,555�61 1,479,412,431�59 --others 1,416,041,610�61 1,479,412,431�59

--in repayment of loans - 65,389,324�38 --in repayment of interest - 11,036,879�00

TOTAL 1,478,054,555�61 1,479,412,431�59

C & E Division : Working capital facilities sanctioned for the PEB division of the company will be collaterally secured by the residual values of land and Building at 8th KM stone,NH-121,ram Nagar road, Kashipur, Uttarakhand.

C & E Division : First paripassu charge on inventory/book debts/current assets of PEB division of the Company along with IOB.

3� Period and amount of continuing default as on the balance sheet date

C & E Division : Working capital limits are secured by pari-pasu first charge in respect of residual value of fixed assets held as primary security to term loans enjoyed by the Company

Secured against Bank Guarantee under channel financing scheme with Steel Authority of India Ltd.

Secured against Pari-passu charges with both bankers to the extend of Rs.10 crore against current assets of two projects of the company named Bharat Electronics Ltd. & Ircon Intl.Ltd.

Textile Division : Working Capital facillities sanctioned for the textile division of the company will be secured by the residual values of land & Building Plot No.1483, Sector-14, Faridabad, Land & Building at Plot No.659, Sector-16A,Faridabad , Land and Building at VPO Kanwara, Kheri jasana road, Faridabad, EM of Plot-29 Near water tank DLF Industrial Phase-II Faridabad and WDV of plant and machinery and other Fixed assets. Plus Pledge of shares of promoters to the extent of 30% of Capital. Negative lien on remaining shares held by the promoter.





31�03�2017Figures as at 31�03�2016

7) Trade PayablesMicro, Small and Medium Enterprises 18,970,320�84 13,807,466�06Others 889,633,941�71 904,139,442�22

TOTAL 908,604,262�55 917,946,908�28

ParticularsPrincipal amount due and remaining unpaid 18,970,320�84 13,807,466�06Interest due on above and the unpaid interest NIL NILInterest paid NIL NILPayment made beyond the appointed day during the year NIL NILInterest due and payable for the period of delay NIL NILInterest accrued and remaining unpaid NIL NILAmount of further interest remaining due and payable in succeeding years NIL NIL

7(a) Other Current Liabilities(a) Bills payable (acceptanced under LC) 302,802,242.71 281,746,283�85

Current Maturities of Long Term Debt** 145,436,624�82 141,986,265�88Creditors for capital goods 2,611,280�00 15,130,697�00Creditors for expenses 105,345,285�72 56,999,057�79Advances payment for which value has still to be given 95,704,312�25 41,939,392�00Unclaimed Final Dividend for Earlier Years * 53,861.00 53,861�00Sales tax payable / WCT Payable 261,256�10 710,499�63TDS & TCS Payable 8,398,389�69 1,203,034�00Service Tax Payable 3,912,422�47 443,456�04

The detail of amounts outstanding to Micro, Small and Medium Enterprises (as defined under the MSMED Act 2006) based on available information with the Company is as under :-

The above information has been determined to the extent such parties could be identified on the basis of the information available with the Company regarding the status of suppliers under MSME.

(b) Total outstanding dues of creditors other (other than micro enterprises due of creditor others)

Expenses payable 4,099,252�00 2,396,923�00TOTAL 668,624,926�76 542,609,470�19

8) Short Term Provisions(a) Provision for employee benefits (i) Payable PF, ESI & Welfare Fund 1,751,138�00 991,879�00 (ii) Insurance,Pension and similar staff benefits 24,107,605.40 18,655,051�00 (b) Others (i) Provision for Income Tax(AY 2016-17, FY 2015-16) - 29,061,600�00 (ii) Provision for Income Tax(AY 2017-18, FY 2016-17) 8,126,607.67 - (iii) Provision for Pending Litigation / Disputes * 571,530.00 3,839,042�00

TOTAL 34,556,881�07 52,547,572�00

9) Tangible Assets @(a) Land 189,900,132�04 214,192,475�04(b) - Factory Buildings 393,222,371�31 455,534,013�41 - Other than Factory Buildings 62,357,391�75 62,801,399�58(c) Plant and Equipment 476,504,302�21 512,870,921�68(d) Furniture and Fixtures 5,710,839�64 6,918,588�15(e) - Vehicles (Commercial) 4,576,321�73 1,289,339�81 - Vehicles (Other than Commercial) 18,889,730.57 20,036,637�74(f) Office equipment 5,529,297�21 5,988,592�48(g) Computer 1,712,571�58 1,241,937�74(h) Fax/Telephone 25,100�32 33,734�20(i) Capital WIP 10,078,896�00 -

TOTAL 1,168,506,954�36 1,280,907,639�83

* There are no amounts due for payment to the Investors Education and Protection Fund under Sec 205C of the Companies Act, 1956 as at the year end� Section 125 of the Companies Act 2013 which corresponds to Section 205C of Companies Act, 1956 has not yet been enacted�

* Provision for litigation / disputes represents claims against the Company that are expected to materialize in respect of matters in litigation�

** Refer Note No. 3


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31�03�2017Figures as at 31�03�2016

10) Intangible Assets @(a) Computer Software 3,673,178�45 4,872,103�18(b) Capital WIP - -

TOTAL 3,673,178�45 4,872,103�18

11) Non Current Investments(a) Investment in Equity Instruments--In Associates Companies (Unqouted, and stated at Cost Price) 7,200,000�00 7,200,000�0072000 Equity shares Face Value Rs. 10/- Each Fully Paidup of Richa Infrastructure Limited

TOTAL 7,200,000�00 7,200,000�00

12) Inventories (Physically verified and certified and Valued by Management)(a) Raw Materials 1,020,796,720�82 1,431,958,518�88(b) Work in Progress 818,603,615�21 808,926,788�83(c) Finished goods 123,149,116�23 31,456,850�00(d) Stores & Spares 19,512,319�35 8,735,810�91

TOTAL 1,982,061,771�61 2,281,077,968�62

13) Trade Receivables(a) Outstanding for period exceeding Six Months 432,100,520.76 212,138,631�22(b) Others 967,312,067�88 873,616,840�03Sub Classification of Trade Receivables(a) Secured, Considered Good; 48,387,974�00 137,404,859�94(b) Unsecured Considered Good; 1,342,469,264.64 904,532,919�96(c) Doubtful 8 555 350 00 43 817 691 35

@ Depreciation chart showing the workings are rquired by the Companies Act 2013 is attached

(PY 72000 Equity shares Face Value Rs. 10/- Each Fully Paidup of Richa Infrastructure Limited)

(c) Doubtful 8,555,350�00 43,817,691�35Receivables from Companies having some common directors--Richa Infrastructure Limited - 20,936,281�94

TOTAL 1,399,412,588�64 1,085,755,471�25

14) Cash and cash Equivalents(a) Cash and cash Equivalents (i) Balance with banks in Current Accounts 10,187,515�29 2,958,456�58 (ii) Cash In Hand 652,158�43 12,628,611�99(b) Earmarked Balances with Banks (i) HDFC Bank -Unclaimed Dividend FY 2009-10 20,821.50 20,821�50 (ii) Yes Bank -Unclaimed Dividend FY 2010 -11 32,621.50 32,621�50 (iii) Yes Bank -Unclaimed Dividend FY 2012 -13 417.50 417�50(c) Balances with Banks to the extent held as margin money (i) In Deposit accounts --With Less or Equal to 12 Months Maturity 52,143,210.24 93,456,834�01 --With more than 12 Months Maturity - - (ii) Interest Accrued but not Due 941,342�00 210,135�97

TOTAL 63,978,086�46 109,307,899�05

15) Short Term Loans and AdvancesUnsecured and Considered Good(a) Loan & Imprest to employees 856,579�00 749,278�00(b) TUFS Interest Subsidy Receivable 8,181,410.00 15,708,833�00(c) Security Deposit 9,441,437�00 7,069,734�00(d) Advance to Suppliers/Others 90,368,280�24 33,110,645�44(e) Insurance Claim Receivable 428,770�00 890,000�00(f) Prepaid Expenses 4,009,095�00 3,079,965�00(g) Duty Drawback / DEPB Receivable - 442,746�00




31�03�2017Figures as at 31�03�2016

(h) Rent Receivable 19,800�00 -(i) Balance with Customs/Central Excise and Income Tax Authorities

(i) Balance in CENVAT /Service tax account/Sale Tax / WCT/Entry Tax 27,505,033�09 13,835,436�38 (ii) Income Tax Refundable (AY 2008-09, FY 2007-08) 82,660.00 82,660�00 (iii) Income Tax Refundable (AY 2011-12, FY 2010-11) 222,810.00 222,810�00 (iv) Income Tax Refundable (AY 2016-17, FY 2015-16) 7,953,894.00 - (v) MAT Credit Entitlement (AY 2011-12, FY 2010-11) - 2,846,372�00 (vi) MAT Credit Entitlement (AY 2012-13, FY 2011-12) 20,129,661.66 20,537,288�00 (vii) MAT Credit Entitlement (AY 2013 -14, FY 2012-13) 1,098,181.00 1,098,181�00 (viii) MAT Credit Entitlement (AY 2015-16, FY 2014-15) 8,479,203.00 8,479,203�00 (ix) MAT Credit Entitlement (AY 2016-17, FY 2015-16) 9,427,994.00 8,125,175�00 (x) TDS Receivable/Advance Tax (AY 2016-17,FY 2015-16) 36,977,332.00 (xi) TDS Receivable/Advance Tax (AY 2017-18,FY 2016-17) 25,113,602.84 -

TOTAL 213,318,410�83 153,255,658�8216) Revenue from Operations

(a) Sale of products (i) Domestic sale 4,511,923,693�30 4,636,632,786�02 (ii) Export sale 4,084,921�00 -(b) Sale of services 548,095,156�81 164,017,465�11(c) Other operating revenues - -

TOTAL 5,064,103,771�11 4,800,650,251�13Less: Excise Duty - -

TOTAL 5,064,103,771�11 4,800,650,251�1317) Other Income

(a) Interest Income (i) Interest Received on FDR 5,011,367�70 5,256,923�64

(ii) Interest received others 2,139,934�90 1,516,762�00( ) , , , ,(b) Other non Oprating Income (i) Unclaimed balances W/off & short & Excess 546,420.71 316,038�26 (ii) Rent Received 232,445�00 299,340�00 (iii) Advance Forfeited /Bad Debts Recoveries 247,854.00 1,555,099�00 (iv) Miscellanous Receipts 1,359�00 12,115�52

TOTAL 8,179,381�31 8,956,278�4218) In case of manufacturing companies

Raw material consumed under broad headsTextile Unit(a) Dyes and Chemicals 109,528,380�01 109,566,724�84(b) Fabrics 1,119,325,236�23 1,242,143,625�74(c) Yarn 239,517,199�57 41,385,293�67(d) Fuel 29,625,872�69 21,201,663�75(e) Packing Material 4,534,204�00 4,613,154�00Construction & Engineering Unit(f) HR Plates 632,011,185�81 973,883,916�41(g) Structures 52,308,114�14 75,597,842�75(h) Coils 308,154,605�60 499,644,629�34(i) Accessories 65,814,966�26 154,063,398�27(j) Material Used in home consumption -120,000.00 -273,976�00(k) Civil construction expenses with material 258,107,362.72 299,992,895�72(l) Solar Panel Modules 28,133,600�00 -

TOTAL 2,846,940,727�03 3,421,819,168�49

19) Purchase of Stock in Trade 1,158,844,286�32 538,195,475�67

20) INCREASE/DECREASE IN WIP/ FINISHED GOODS/CONSUMABLESClosing Stock





31�03�2017Figures as at 31�03�2016

Consumable Store 19,512,319�35 8,735,810�91Finished Goods 123,149,116�23 31,456,850�00Work in process 818,603,615�21 808,926,788�83TOTAL 961,265,050�79 849,119,449�74Opening StockConsumable Store 8,735,810�91 8,481,397�88Finished Goods 31,456,850�00 272,698,310�57Work in process 808,926,788�83 318,425,323�22

TOTAL 849,119,449�74 599,605,031�67(-)INCREASE /DECREASE IN WIP/ FINISHED GOODS/CONSUMABLES -112,145,601�05 -249,514,418�07

21) Employee benefits expenses(a) Salaries and Wages & labour expenses 175,356,628�00 179,240,741�00(b) Conribution to Provident and other funds 8,109,100�00 6,509,342�00(c) Staff welfare expenses 7,623,951�82 3,016,379�00(d) Employee Retirement & Other Benefits (i) Gratuity & Leave Encashment- Paid 4,250,817.00 3,646,400�00 (ii) Gratuity & Leave Encashment- Provision 913,952.00 1,519,663�00(e) Directors Remuneration 5,561,296�00 3,803,225�00

TOTAL 201,815,744�82 197,735,750�0022) Finance Cost

(a) Interest expenses (i) to Banks on Working Capital Loans 229,919,047.59 187,694,256�00 (ii) to Banks on Term Loans 24,495,130�00 39,616,351�00

(Net of TUF Interest Subsidy Rs. 4927877 , Previous Year Rs. 68,84,688.00 ) (iii) on other accounts 21,658,763�35 14,836,241�19(b) Other borrowing costs (i) Bank Charges 19,954,513�72 34,808,334�57(c) Applicable Net Gain/Loss on Foreign Currency Transactions and Translations 39,794.00 -221,507�00

TOTAL 296,067,248�66 276,733,675�76

23) Depreciation and Amortisation Expense 85,767,075.37 91,688,985�25

24) OTHER COST 553,429,919�93 402,729,206�96(A) MANUFACTURING EXPENSES

(a) Outside Job work/ Erection Charges 288,707,139.00 107,848,623�00(b) Power and fuel 44,095,176�48 43,927,409�35(c) Water & Sewearage Charges 15,522�00 20,930�00(d) Consumption of stores and spare parts 20,179,033.50 34,168,777�04(e) Repairs to Machinery & Hiring Charges 39,248,818.29 24,703,508�90(f) Freight on Purchase 17,698,551�62 20,019,355�00

TOTAL 409,944,240�89 230,688,603�29(B) ADMINISTRATIVE EXPENSES

(a) Auditors remuneration & Out of pocket Expenses 637,659.00 425,935�00(b) Books & priodicals 17,461�00 69,860�00(c) Charity & Donation 187,903�00 98,500�00(d) Commission / Sitting fee to Non WTD 190,000.00 250,000�00

(e) Director Travelling & Conveyance 1,023,930.65 2,409,638�00(f) Diwali Expenses 297,342�00 3,013,678�00(g) Miscellaneous Expenses 680,036�30 197,926�47(h) Insurance (Others) 3,852,777�00 4,517,806�60(i) Insurance (on cars) 564,822�00 252,002�00(j) Legal & Professional Charges 7,826,785�00 6,761,406�00(k) Out of pocket Expense -Consultant 163,768.00 217,706�00(l) AGM & Meeting Expenses 58,707�00 89,576�00




31�03�2017Figures as at 31�03�2016

(m) Postage /Telegram/ Courier Expenses 393,366.00 325,244�00(n) Printing & stationery Expenses 2,018,309�63 1,741,876�00(o) Rates & Taxes, Excluding taxes on income 33,113,366.53 65,110,969�08(p) Rent 828,282�00 1,228,593�00(q) Repairs to Buildings 610,068�00 538,086�00(r) Repair - Computer 2,769,870�69 2,018,477�00(s) Running & Maintenanance -Vehicle Commercial 2,404,630�00 3,627,099�00(t) Running & Maintenance - Vehicle others 1,984,170�00 1,558,751�00(u) Watch /Ward/Security 6,026,969�00 3,447,954�00(v) Repair - Electricals 1,480,537�00 1,382,463�00(w) Subscription & Membership Fee 816,318�50 476,853�00(x) Telephone, Modem & Internet Expenses 1,652,306�00 1,900,182�12(y) Testing & Designing Expenses 1,625,378�00 1,546,058�00(z) Travelling & Conveyance Expenses 11,009,904.54 12,364,577�07(z i) Office Maintenance Expenses 1,867,061�00 1,424,768�00(zii) CSR Expenses 2,050,000�00 4,000,000�00

TOTAL 86,151,727�84 120,995,984�34(C) SELLING & DISTRIBUTION EXPENSES

(a) Sales Promotion Expenses 3,742,279�57 3,368,428�26(b) Commission/ Discount on Sales 4,419,697�00 511,836�26(c) Distribution Expenses/ Export sales clearing Expenses 2,215,429.84 13,975,625�18(d) Advertisement / Tender fee & Exhibition Expenses 1,709,792.62 1,316,681�00(e) Bad Debts written off 38,083,182�17 27,823,070�62(f) L.D.Charges deducted 7,163,570�00 4,048,978�01

TOTAL 57,333,951�20 51,044,619�3325) Extraordinary Items

(a) Loss on sale of fixed assets -1,823,580�44 -34,903,391�13( ) , , , ,(b) Profit on sale of fixed assets 117,926�61 40,858,196�20

-1,705,653�83 5,954,805�0726) EARNING PER SHARE & DILUTED EARNING PER SHARE

(i) Net Profit after tax as per P & L Account 29,063,502�97 105,910,886�56

23,430,000�00 23,061,379�78(iii) Net Profit attributable to shareholders 29,063,502.97 105,910,886�56(iv) Diluted Earning Per Share(RS) (iii/ii) 1�24 4�59(v) Profit before tax 39,858,097�51 136,173,490�56(vi) Earning per share 1�24 4�59(vii) Face Value per equity Share 10�00 10�00

(a) Payment to the Auditor As(a) Auditor 450,000�00 400,000�00(b) for taxation matters 150,000�00 150,000�00(c) for Company Law Matters - -(d) for Other Servises - -(e) for Reimbursement of Expenses 37,659�00 25,935�00

(b) Detail of items of exceptional and extraordinary nature(a) Loss on sale of fixed assets 1,823,580�44 34,903,391�13(b) Profit on sale of fixed assets 117,926�61 40,858,196�20

(c) Prior period item - -(d) Amount of Expenditure incurred on Corporate Social Responsibility activities 2,050,000�00 4,000,000�00

27) Additional Information as required in Part-II of Schedule III(a) Value of Imports on C.I.F. BasisI Raw Materials; 4,901,848�00 -II Components and spare parts; 2,324,874�00 1,795,321�00

(ii) Weighted Average number of equity Shares used as denominator for calculating EPS (Nos)





31�03�2017Figures as at 31�03�2016

III Capital Goods 13,699,297�00 4,522,778�00(b) Expenditure in Foreign CurrencyI RoyaltyII Know-howIII Professional & Consultation fee

--Software 452,703�00 440,088�00IV Interest - -V Other Matters

--Foreign Travelling 134,689�00 2,161,481�00(c) Total value of Imported / Indigenous raw materials, spare parts and components

Year Ending March-2017 Year Ending March-2016(Amount in Rs. ) % Consumption (Amount in Rs. ) % Consumption

Raw Materials--Indigenous 2,842,038,879�03 99�83 3,421,819,168�49 100�00--Imported 4,901,848�00 0�17 - -TOTAL 2,846,940,727.03 100�00 3,421,819,168�49 100�00Spare Parts and Components--Indigenous 17,854,159�50 88�48 32,373,456�04 94�75--Imported 2,324,874�00 11�52 1,795,321�00 5�25TOTAL 20,179,033.50 100�00 34,168,777�04 100�00

(d) Amount remitted during the year in foreign currencies on account of dividends--Total number of non-residents shareholders - ---Total number of shares held by them on which dividend is due - ---the year to which dividend relates - -

(e) Earnings in foreign exhangeI Export of goods calculated on F�O�B Basis - -II Royalty, know-how, professional and consultation fee - -III Interst and dividend - -IV Other incomes (if any) - -

28) (a) Dividends from Subsidiary Companies *(b) Provision for losses of Subsidiary Companies * - -* The Company has no subsidiaries - -

29) Contingent Liabilties and Commitments (to the extent not provided for)(i) Contingent Liabilties

(a) Claims against the Company not acknowledged as debt - -(b) Guarantees 158,141,403�00 173,850,627�00(c) other money for which the company is contingently liable--Disputed demands in respect of income tax etc (interest thereon not ascertainable at present) - 5,903,313�00--Disputed demands in respect of Service Tax 13,201,385�00 13,201,385�00--Disputed demands in respect of Sales tax - 22,323,565�00--Duty saved on EPCG licenses pending for redumption 55,490,323�40 51,238,654�00

--amount of Letter of Credits for which Bills are not accepted under LC 2,785,441.29 21,858,560�12The Company donot expect any reimbursement in respect of the above contingent liabilities�

(ii) Commitments

- -

(b) Uncalled liability on shares and other investments partly paid ; - -(c) Other Commitments - -

30) the amount of dividends proposed to be distributed to Shareholders for the period

The amount shown in (b) above represents bank guarantees given in the normal course of the company operations and are not expected to result in any loss to company on basis of beneficiary fulfilling its ordinary commercial obligations�The amount shown in (c) above represent the best possible estimates arrived at on the basis of available information� Uncertainties andpossible reimbursements are dependent on the outcome of different legal processes which have been invoked by the company or theclaimants as the case may be and therefore cannot be estimated accurately �The company engages reputed professional advisor toprotect its interests and has been advised that it has strong legal positions against such disputes�

The Company has availed the EPCG license for import of capital goods� The redumption of all licenses is pending with DGFT, New Delhi

(a) Estimated amount of Contracts remaining to be executed on capital account and not provided for




31�03�2017Figures as at 31�03�2016

--related amount per share - -The Company do not have any preference shareholders

31)

32) Related Party disclosures1 Relationships (Only those with whom transactions have taken place)

(a) Key Managerial Personnel (1) Sh Sushil Gupta (Chairman & Director) (2) Sh Sandeep Gupta (MD) (3) Sh Manish Gupta (President)

(b) Associates (1) Richa Building System Private Limited (2) Richa Holdings Limited (3) Richa Infrastructure Limited

(c) Relatives of Key Managerial Personnel (1) Geeta Devi (2) Garima Gupta

2 Transactions carried out with related parties referred in 1 above, in ordinary course of businessNature of Transaction Related Parties

Referred in 32 -1(a) above Referred in 32 -1(b) above Referred in 32 -1(c) aboveSalesGoods, material and service

PurchaseGoods, material and service

ExpensesRemuneration 6,880,500�00 500,000�00

(54,00,000.00) (6,00,000.00)

In the opinion of the Board, all of the assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated

1,37,603�00(22,24,695.00)

15,18,311�00(2,06,29,517.00)

Professional Fees 73,889�00-

FinancesLoans and advances repaid (net of receipts)

OutstandingsReceivables

Payable (remuneration) 511,221.00 -(3,76,231.00) (49,890.00)

Loans & Advances payables

3 Disclosures in respect of material transactions with related parties during the year (included in 2 above)SalesRicha Infrastructure Limited

PurchaseGoods, material and service

Expenses - remunerations-- Sh Sushil Gupta 2,230,500�00

(18,00,000.00)

--Sh Sandeep Gupta 2,500,000�00(18,00,000.00)

--Sh Manish Gupta 2,150,000�00(18,00,000.00)

--Smt Geeta Devi 500,000�00

9,70,48,823�00(3,74,94,625.00)

-(1,82,12,542.94)

9,98,67,000�00(19,69,15,823.00)

1,37,603�00(22,24,695.00)

15,18,311�00(2,06,29,517.00)





31�03�2017Figures as at 31�03�2016

(6,00,000.00)Professional Fees--Smt Garima Gupta 73,889�00

-FinancesLoans and advances repaid (net of receipts)--Richa Holdings Limited

--Richa Building System Private Limited

OutstandingsReceivables--Richa Infrastructure Limited

Payable (remuneration)-- Sh Sushil Gupta 155,232�00

(1,19,897.00)

--Sh Sandeep Gupta 194,253�00(1,25,451.00)

--Sh Manish Gupta 161,736�00(1,30,883.00)

--Smt Geeta Devi -(49,890.00)

Loans & Advances payables--Richa Holdings Limited

--Richa Building System Private Limited

6,24,46,823�00(3,74,54,625.00)

3,46,02,000�00(40,000.00)

-(1,82,12,542.94)

-(6,24,46,823.00)

9,98,67,000�00

Previous Year Figures in ( ) Bracket

33) Disclosures pursuant to Accounting Standard-15 - "Employee Benefits"a)

b) Details of Defined Benefit Plan

i) Reconciliation of opening and closing balance of Defined Benefit obligation

2016-17 2015-16 2016-17 2015-16Define benefit obligation at beginning of year 11,147,462 9,878,035 5,804,983 5,554,717Interest Cost 891,797 765,548 464,399 430,491Current Service Cost 2,828,317 2,648,955 1,085,807 1,600,838Actuarial Gain / (Loss) (619,378) (915,773) (2,385,169) (10,662)Benefit paid (1,351,759) (1,229,303) - (1,770,401)Defined Benefit obligation at year end 12,896,439 11,147,462 4,970,020 5,804,983

ii) Reconciliation of fair value of assets and obligationFair value of Plan assets - - - -Present value of obligation 12,896,439 11,147,462 4,970,020 5,804,983Amount recognized in Balance Sheet 12,896,439 11,147,462 4,970,020 5,804,983

iii) Expenses recognized during the yearCurrent Service Cost 2,828,317 2,648,955 1085807 1,600,838Interest Cost 891,797 765,548 464399 430,491Expected return on plan assets - - - -Actuarial Gain / (Loss) (619,378) (915,773) (2385169.00) (10,662)

(13,44,69,000.00)

The Company has recognised Rs. 56,71,123.00 (Previous year Rs. 54,42,732.80) in the statement of profit and loss account on accountof Employers Contribution to Pension / Provident Fund under Defined Contribution Plan

The provision for gratuity is made as per the Payment of Gratuity Act, 1972 is a defined benefit plan� The present value of obligation is determined based on actuarial valuation using the projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation� The obligation for leave encashment is recognized in the same manner as gratuity�

Gratuity (Unfunded) Leave Encashment (Unfunded)




31�03�2017Figures as at 31�03�2016

Net Cost 3,100,736 2,498,730 (834963.00) 2,020,667

iv) Actuarial assumptionsDiscounting Rate 7.54% 8% 7.54% 8%Future salary Increase 5.00% 5.50% 5.00% 5.50%Expected rate of return on plan assets 0% 0% 0% 0%

34) Disclosures pursuant to Accounting Standard (AS) – 17 “Segment Reporting” a) Primary Segment Reporting by Business Segment

Company’s primary business segments are (i)

(ii)

b) Secondary Segment Reporting (By Geographical Segments)

(i) Sales to Overseas Market 4,084,921�00 -(Ii) Sales to Domestic Market 5,060,018,850�11 4,800,650,251�13

Segment Reporting Chart1 Segment Revenue

a) Textiles 1,838,941,201�41 1,899,034,280�21b) Construction & Engineering 3,225,162,569�70 2,901,615,970�92Total Income From Operation 5,064,103,771�11 4,800,650,251�13Less: Inter Segment Revenue - -Sales/Income from Operation 5,064,103,771�11 4,800,650,251�13

2 Segment Results

Manufacture in Textiles - The textile business incorporates the product group namely Dyeing & Processing of Knitted Fabrics and Processing / Knitting of Yarn and Manufacture of Knitted Fabric which mainly have similar risks and returns.

Manufacturer of Construction & Engineering Division – The Construction & Engingeering Division (C&E) business incorporates the product group namely: Pre Fabricated Steel Building in CKD Condition, Tabular Steel Poles, Structure and Super Structure for mining, Drop Rods, Angles, Shapes and Section, which mainly have similar risks and returns.

The following is the distribution of the Company’s consolidated sales by geographical segment, regardless of where the goods wereproduced

gProfit before tax and interest from each segmenta) Textiles 117,639,822�83 146,509,763�76b) Construction & Engineering 219,991,177�17 260,442,597�49Total 337,631,000�00 406,952,361�25Less: Inter Segment Revenuei) Interest 296,067,248�66 276,733,675�76ii) Other unallocble expenditure net of unallocable income -iii) exceptional Items -Total Profit before Tax 41,563,751�34 130,218,685�49

3 Capital Employed(segment Assets Less Segment Liabilities)a) Textiles 251,893,927�61 581,132,520�17b) Construction & Engineering 1,496,416,436�75 1,348,727,838�52Total Capital Employed 1,748,310,364�36 1,929,860,358�69

35) Disclosures pursuant to Accounting Standard (AS) – 28 “Impairment of Assets”

36) Disclosures pursuant to Accounting Standard (AS) – 19 “Leases”

37) Insurance Claims

38)

39) Balances of Trade Receivable, Trade Payable & Advances are subject to confirmation and consequential adjustment, if any.

The company has reviewed the possibility of impairment of the fixed assets of company in term of the accounting standard AS -28“Impairment of assets” as at balance sheet date and is of the opinion that no such provision for impairment is required.

The company has taken various premises under cancelable operating lease. All the lease arrangements are for a period of less than or equal to 11 months. These lease Agreements are normally renewed on expiry of the terms. Lease rental expenses for 2016-17 in respect of above operating leases are Rs. 8,28,282.00 (Previous year Rs. 12,28,593.00)

During the year, the company accounted Rs� 4,28,770.00 (Previous year Rs. 8,90,000.00) as claims receivable from insurance company towards the expenditure incurred on account of material theft at project site�

Rs. 5,79,05,604.00 (Previous Year Rs. 7,39,38,505.00) has been included in Gross Revenue of 2016-17 for which material has beensupplied to BSWC, for which final bills are pending to be raised, but the collection for the same has been realized.





31�03�2017Figures as at 31�03�2016

40)

41)

SBNs Other denomination

Total

Closing Cash in Hand as on 08-11-2016 20052000.00 1448035.43 21500035.43

(+) Permitted Receipts 0.00 1377685.00 1377685.00

(-) Permitted Payments 0.00 1331351�00 1331351�00

(-) Amount deposited in Banks 20052000�00 56100�00 20108100�00

Closing Cash in Hand as on 30-12-2016 0.00 1438269.43 1438269.43

42)

As per our report of even date attachedfor Vijay Singla & Associates for and on the behalf of the Board ofChartered Accountants Directors of Richa Industries LimitedFirm Registration Number : 018099N

Dr� Sandeep Gupta Sushil GuptaManaging Chairman cum

(CA Vijay Kumar Singla) Director DirectorPartner DIN : 00035751 DIN : 00035854

Membership Number - 094033 Gaurav Yadav Sushil Kumar NayakPlace: Faridabad Company Secretary Chief Financial OfficerDate: May 30,2017 M�No� 28484

The previous year’s figures have been reworked, rearranged and reclassified wherever necessary� Amounts and other disclosures forthe preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current yearDetail of Specified Bank Notes (SBN) held and transacted during the period 08/11/2016 to 30/12/2016 is provided in table below

Significant accounting policies and practices adopted by the Company are disclosed in the statement annexed to these financial statements as Annexure-1


Annexure-1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (annexed to and forming part of the financial statements for the year ended 31st March 2017) i) Basis of Preparation of Financial Statements The Financial Statements are prepared under in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by Central Government in constitution and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) of Companies Act, 1956(Companies (Accounting Standards) Rules, 2006, as amended) and other relevant provisions of the Companies Act, 2013. The Company follows mercantile system of accounting and recognizes significant items of income and expenditure on accrual basis, unless stated otherwise. ii) Use of Estimates The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements, disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known / materialized. iii) Fixed Assets Tangible Assets Tangible Fixed Assets are stated at cost net of CENVAT/Value Added Tax, any subsidy less accumulated depreciation and impairment loss if any. All costs, including financing costs till commencement of commercial production, net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the fixed assets are capitalized. Subsequent expenditures related to an item of tangible asset are added to it book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance Assets which are not ready for their intended use are shown as capital work –in – progress. Intangible Assets Intangible assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization/depletion and impairment loss, if any. The cost comprises purchase price, borrowing cost, and any cost directly attributable to bringing the asset to its working condition for the intended use and net charges on foreign exchange contracts and adjustment arising from exchange rat variations attributable to intangible assets. iv) Depreciation (i) Effective 1st April 2014, the Company depreciates its fixed assets over the useful life in the manner prescribed in Schedule II of the Act, as against the earlier practice of depreciating at the rates prescribed in Schedule XIV of the Companies Act 1956.



(ii) Depreciation on additions to assets or on sale / discardment of assets, is calculated pro-rata from the month of such additions or upto the month of such sales / discardment, as the case may be. v) Foreign Currency Transactions (a) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction (b) Monetary items denominated in foreign currencies at the year-end are restated at year end rates. In case of items which are covered by foreign exchange contracts, the transaction is recorded at the rate when the same was incurred. The premium paid on forward contracts is recognized only when the forward contract is matured. (c) Non – monetary foreign currency items are carried at cost. (d) Any income or expense on account of exchange difference either on settlement or on translation is recognized in the profit or loss account except in cases where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets. vi) Investments Current Investments are carried at the lower of cost or quoted / fair value, computed category wise. Long Term Investments are stated at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary. vii) Inventories Inventories are valued at lower of cost or net realizable value after providing for obsolescence, if any. In case of raw materials, packing material, stores and spares, the cost includes duties and taxes (Net of CENVAT/VAT, wherever applicable) and is arrived on FIFO basis. Finished goods & WIP cost includes the cost of raw materials, an appropriate share of fixed and variable overheads on the basis of standard cost method and other costs bringing them to their respective present location and condition. Obsolete, defective and unserviceable stocks are provided for wherever required. The valuation and the physical verification of the stocks is done by the management, and relied by the auditors as such. viii) Revenue Recognition/Turnover (a) Turnover includes sale of goods, services, adjusted for discounts, net of returns. Sales are

recognized when goods are supplied and are recorded freight charges realized from customers but exclude trade discounts and rebates. Export incentive receivable in cash is recognized as income on export being made. Export sales include goods invoiced against confirmed orders /LC.

(b) Revenue is recognized only when it is reasonable to expect ultimate collection. Interest is recognized on the time proportion basis taking into account amount outstanding and rate applicable. The income & expenditure are accounted for on accrual basis.

ix) Employees’ Retirement Benefits (a) Short - term employee benefits are recognized as an expense at the undiscounted amount in

the profit and loss account of the year in which the related service is rendered. (b) Post-employment and other long term employee benefits are recognized as an expense in

the profit and loss account for the year in which the employee has rendered services. The expenses are recognized at present value of the amounts payable determined using actuarial valuation technique. Actuarial gains and losses in respect of post-employment and other long term benefit are charged to the profit and loss account.


x) Deferred revenue Expenditure Pre - operative expenditure/Deferred Revenue Expenditure are being amortized over a period of 5 Years xi) Provision of Current and Deferred Tax Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income Tax Act, 1961. Deferred tax resulting from “timing Differences” between taxable and accounting incomes is accounted for using the tax rates and laws that are enacted or substantively enacted as on the balance sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is a virtual certainty supported with convincing evidence that the asset will be realized in future. xii) Dues to Micro, Small & Medium enterprises: The classification of the suppliers under Micro, Small and Medium Enterprises Development Act, 2006 is made on the basis of information made available to the company. No principal amount or interest amount remain unpaid to such Micro and Small enterprises as on 31.03.2017 and no payments were made to such enterprises beyond the “appointed day” during the year. Also the company has not paid any interest in terms of Section 16 of the above mentioned act or otherwise. xiii) Sales / Transfers Inter-Unit transfers of finished goods for captive consumption are valued at market price. The value of such inter-unit transfers is included in the materials consumption of consuming units. The year-end stock of such transferred goods is valued at cost. xiv) Sundry Debtors Sundry debtors are stated after writing off- bad debts. xv) Provisions, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed on the notes. Contingent Assets are neither recognized nor disclosed in the financial statements. xvi) Expenditure during Construction In respect of new projects, all expenses including interest incurred up to the date of commencement of commercial production are capitalized. In respect of substantial expansion of business at existing location only direct costs are capitalized together with interest on the funds related to them up to the date of commercial production. xvii) Borrowing Costs Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that takes necessarily substantial period of time to get ready for its intended use. All other borrowing costs are charged to Profit & Loss Account. xviii) Impairment of Assets An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Profit and Loss account in the year in which an asset is



identified as impaired. The impairment loss recognized in Prior accounting period is reversed if there has been a change in estimate of recoverable amount. xix) Leases Leases rentals in respect of finance lease are segregated into cost of assets and interest component by applying the implicit rate of return. Assets acquired on lease where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease rentals are charged to the Profit and Loss Account on accrual basis. xx) Government Grants Any Government grants, subsidy of capital nature is reduced from the cost of respective fixed assets and other grants, subsidies of revenue nature are net off against the respective expenses. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - As per our report of even date attached. for Vijay Singla & Associates For & on behalf of Board of Directors Chartered Accountants of Richa Industries Limited (Firm Registration Number 018099N) (CA Vijay Kumar Singla) Dr. Sandeep Gupta Sushil Gupta Partner Managing Chairman cum Membership No. 094033 Director Director DIN 00035751 DIN 00035854 Place: Faridabad Gaurav Yadav Sushil Kumar Nayak Date: May 30, 2017 Company Secretary Chief Financial Officer MN - 28484


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RICHA INDUSTRIES LIMITED Regd Office: Plot No. 29, DLF Industrial Area, Phase-II, Faridabad-121003, Haryana

Phone No-0129-4133968, Fax No-0129-4133969 Website: www.richa.in , CIN: L17115HR1993PLC032108, E-Mail: [email protected]

ATTENDANCE SLIP

23rd ANNUAL GENERAL MEETING

DP ID/Client ID/Folio No- Name of the Member- (In Block Letters) Address No of Shares Held I/We certify that I am/ we are Member(s)/Proxy of the Member(s) of the Company holding. I/ We hereby record my/our presence at the 23rd Annual General Meeting of the Company on Tuesday, 26th

September, 2017 at 10:00 A.M. At Hotel Delite, 17-18 Neelam Bata Road, N.I.T. Faridabad -121001, (Haryana).

- - - - - - - - - - - - - - - - - - - - - - - - Signature of Member/Proxy

Note: 1. Members/Proxy Holders are requested to bring this Attendance Slip duly filled in and signed with them when they come to the meeting and hand it over at the entrance of the Meeting hall. NO ATTENDANCE SLIP SHALL BE ISSUED AT THE MEETING. 2. No briefcase, bag etc. Shall be allowed inside the Meeting hall. 3. Please bring your copy of the Annual Report to the Meeting. 4. The Meeting is of members only and you are requested not to bring with you any person who is not a member or a proxy.

R-EVEN (Remote E-Voting Event Number)

USER ID Sequence Number

Note: Please read Instructions given at Note No 15 of the Notice of the 23rd Annual general Meeting of the Company before casting your vote through remote e-voting

E-VOTING PARTICULARS


RICHA INDUSTRIES LIMITED Regd Office: Plot No. 29, DLF Industrial Area, Phase-II, Faridabad-121003, Haryana

Ph.No-0129-4133968, Fax No-0129-4133969 Website: www.richa.in , CIN: L17115HR1993PLC032108, E-Mail: [email protected]

Form No MGT -11

Proxy Form

(Pursuant to section 105(6) of the Companies Act, 2013and rule 19(3) of the Companies (Management and Administration) Rules, 2014) Name of the Member (s):

Registered Address:

E-Mail Id:

Folio No/Client ID:

DP ID:

I/We, being the member(s) of …………………………………………………… Shares of the above name Company, hereby appoint 1. Name: ………....……………………………. 2. Name: ……………...………………………. Address: ………………………………………. Address: ...…………...……………….……….. E-Mail ID: ...…………...……………………….. E-Mail ID: ...…………...……………………….. Signature: ……………………………, or Failing him Signature: ……………………………, or Failing 3. Name: ……………………...………………. Address: ………………………………………. E-Mail ID: ...…………...……………………….. Signature: ……………………………, or Failing As my/our proxy to attend and vote (on a poll) for me/us and on my/ our behalf at the 23rd Annual General Meeting of the Company scheduled to be held on the Tuesday, 26th Day of September, 2017 At 10.00 A.M. at Hotel Delite, 17-18 Neelam Bata Road, N.I.T. Faridabad -121001, (Haryana) in respect of such resolutions as are indicated below: Sr. No Ordinary Business For Against 1 To consider and adopt the Audited Financial Statements i.e. Balance Sheet as at

31st March, 2017 and the Profit and Loss Account for the year ended 31st March, 2017 together with the reports of the Board of Directors and Auditors thereon.

2 To Ratify the Appointment of M/s Vijay Singla & Associates, Chartered Accountants, as the Statutory Auditors and Fix their Remuneration

Sr. No. Special Business For Against

3 Regularisation of Additional Director, Mr. Manish Gupta

4 Ratification of Cost Auditor Remuneration Signed this…………………… day of……………………2017 Signature of Shareholder: Signature of Proxy holder (s): Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of meeting 2. For the Resolutions, Explanatory Statement and Notes, Please refer to the Notice of 23rd Annual General Meeting

Affix a Revenue

Stamp



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