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Directors Report of Richa Industries Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors are delighted to present Twenty first Annual Report of your Company with the Audited Financial Statements for the year ended March 31,2015.

Financial Results

The Company''s Financial Performance, for the year ended March 31,2015 is summarized below:

(Rs. In Lacs) Particulars Current Year Previous Year 31.03.2015 31.03.2014

Total Revenue 30287.86 27754.22

Total Expenses 29286.74 25896.88

Profit before extraordinary items and tax 1001.11 1857.34

LESS: Extraordinary Items 146.02 944.60

PROFIT BEFORE TAX 855.09 912.74

Less: Current Tax 125.42 (25.53)

Deferred Tax 7.42 (3.07)

PROFIT FOR THE YEAR 722.25 941.34

Add: Balance in Profit and Loss Account 6111.14 5248.19

SUB-TOTAL 6833.39 6189.53

LESS: APPROPRIATION

Transferred to General Reserve NIL 47.07

Proposed Dividend NIL 26.95

Tax on Dividend NIL 4.37

CLOSING BALANCE 6833.39 6111.14

RESULTS OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS

The total income of the Company during the year was Rs. 30231.19 lacs against Rs. 27650.07 lacs in the previous financial year. There was slightly increase from the last financial year. The operating profit Margin declined from 16.77% in FY 2014 to 15.08% in FY15 on account of increase in manpower costs and change in depreciation method in FY 2015. As a results, net profit margin also decrease from 3.40% in FY2014 to 2.39% in FY 2015

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.3.83 Per share respectively as against Rs. 4.09 Per share (basic) for 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 2014-15. due to the requirement of working capital.

SHARE CAPITAL

The Paid up equity Share Capital as on 31 March 2015 was Rs 22.31 Crore. During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock option. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

CREDIT RATING

The Company Financial Discipline and prudence is reflected in the Moderate Credit ratings ascribed by the Rating Agency as given below:

Instrument Rating Agency RatingOutlook

Long Term Debt Brickwork Rating BWR BB Stable

Short Term Debt Brickwork Rating BWR A4 Stable

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013, is included in this report as Annexure-II and forms an integral part of this report.

NUMBER OF MEETING OF THE BOARD

Nine Board Meeting was held during the financial year 2014- 2015. The details of the number of meetings of the Board held during the Financial Year 2014-15 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, 2015, 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 31,2015 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

In accordance with the provision of Section 152 of the Companies Act 2013 and the Company Articles of Association, Mr. Sushil Gupta Director retires by rotation and being eligible offer himself for reappointment at the ensuring Annual General Meeting.

Mr. Manish Gupta, a Whole Time Director of the Company after his designated tenure on the Board Since 2005, tendered his resignation to take effect from close of office hours on May 11,2015.

Mr. Jai Prakash Malohtra, an independent Director of the Company after his designated tenure on the Board Since 2008, tendered his resignation to take effect from close of office hours on March 31,2015.

Mr. Neeraj Bajaj, an Independent Director of the Company after his designated tenure on the Board since 2005, tendered his resignation to take effect from close of office hours on August 14, 2014.

During the year under review, the members approved the appointment of Ms. Sonia Tahiliani as an Independent Director. The members have also re-appointed Mr. Sandeep Gupta as the Joint Managing Director & CFO and Mr. Sushil Gupta, Managing Director and Mr. Manish Gupta, whole time Director of the Company.

There was no change in the Managing Director and Company Secretary, collectively the key Managerial personnel, during the year under review.

Detailed information on the Directors is provided in the Corporate Governance Report.

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 clause 49 of the listing agreement.

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 detail of this policy is explained in the Corporate Governance Report.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY

Details of Loan, Guarantees and Investment covered under the provision of Section 186 of the Companies Act 2013 are given in the Notes to the financial statements.

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 common integrated view of risks, optimal risk mitigation response and efficient management of internal controls and assurance activities.

CORPORATE SOCIAL RESPONSIBILITY

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. However, the Corporate Social Responsibility policy relates to the activities to be undertaken by the Company as specified in Schedule VII to the Act is under finalization. The activities as specified in Schedule-VII should be carried out in accordance with the Corporate Social Responsibility Policy when the same is finalized. However, due to this Company has not spent any amount on CSR activities.

CSR COMMITTEE

The CSR Committee comprises of Mr. Sandeep Gupta (Chairman), Mr. Nitin Agarwal and Mr. Sushil Gupta as members. 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 2014-2015.

BOARD EVALUATION

Pursuant to the Provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, The Board of Director of the Company has established a framework for the evaluation of its own performance and that of its Committees and individual Directors of the Company in consultation with the engaged consultant.

The certain parameters covering the evaluation of the Chairman, Managing Director and Independent Directors have been fixed by the Board on the basis of which the evaluation is being carried out on annual basis in terms of the provision of the Companies Act, 2013.

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 report as stipulated under the listing agreement 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.

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 Board of Directors.

AUDITORS AND AUDITORS'' REPORT

STATUTORY AUDITOR

M/s Vijay Singla & Associates., Chartered Accountants, (Firm Registration No: 018099N) Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2015-2016.

As required under the provision of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Vijay Singla & Associates that their appointment, if made, would be in conformity with the limits specified in the said Section.

The Notes to Accounts referred to in Auditor 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 has appointed the M/s Krishan Singh Berk as a Cost Auditor for conducting the Cost Audit records of the Company for the financial year 2015-2016.

SECRETARIAL AUDITOR

Pursuant to the Provision of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s Deepak Singh & Associates, Company Secretaries in Practice (C.P No. 13776) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure-III and forms an integral part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

AUDIT COMMITTEE

The Audit Committee comprises of Ms. Sonia Tahiliani, (Chairman), Dr. Sandeep Gupta and Mr. J.P. Malhotra as members. All the recommendations made by the Audit Committee were accepted by the Board.

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.

AWARDS & CERTIFICATES

Richa Industries has become the First PEB Organization to Be Certified for OHSAS 18001:2007 by IRQS in 2015. Richa Industries has received approval from the Research, Designs and Standards Organization (RDSO) of the Ministry of Railways for Fabrication and Supply of Steel Bridge Girders of the Indian Railways.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

In terms of the provision of Section 197(12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rule, 2014 none of the employee during the financial year was in receipt of remuneration in the aggregate of sixty lakh rupees or more or Rs 5,00,000/- per month or more.

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 and forming part of the Directors'' Report for the year ended March 31,2015 is given in a separate Annexure to this Report. During the FY 2015, the Company had 648 employees.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 21st Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

STATUTORY INFORMATION

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock exchange is not applicable to your Company for the financial year ending March 31,2015.

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 29, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors are delighted to present Twentieth Annual Report of your Company with the audited statement of accounts for the year ended March 31,2014.

Financial Results

Highlights of financial results for the year are as follows:

(Rs. In Lacs)

Current Year Previous Year ParticularS 31.03.2014 31.03.2013

Gross Sales 27650.07 26960.17

Other Income 104.14 177.49

Increase/(Decrease) in Stock 743.42 30.38

Total Revenue 27754.21 27137.66

Profit before Interest, Depreciation & Tax 3778.09 4568.84

Interest 2256.30 2333.70

Depreciation 609.05 750.37

Profit before Tax 9127.42 1483.02

Tax including Deferred Tax/ Fringe Benefit Tax -28.59 146.71

Profit after Tax 941.34 1336.30

Balance brought forward from previous year 5248.19 4077.06

Amount available for distribution 6189.53 5413.36

Proposed Dividend Nil 84.63

Tax on Dividend NIL 13.72

Transfer to Reserves 47.06 66.81

Balance carried to Balance Sheet 6111.14 5248.19

OPERATIONS

The total income of the Company during the year was Rs. 27650.07 lacs against Rs. 26960.17 Lacs in the previous financial year. There was slightly increase from the last financial year. The total expenditure during the year was Rs. 25896.88 Lacs against Rs. 24843.61 Lacs in the previous financial year. The increase in total expenditure was mainly due to increase in consumption of raw material, increase in employee benefit expenses, and other administrative expenses so on.

The profit before tax for the year under review was lower at Rs. 9127.42 Lacs from Rs.1483.02 Lacs in the previous financial year and the same were the case of the profit after tax for the year under review at Rs. 941.34 lacs compared to Rs. 1336.30 Lacs in the previous financial 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. 4.09 Per share respectively as against Rs. 4.22 per share (basic & di- luted) for the previous year.

Management Discussion & Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agree- ment with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Board of Directors

In accordance with the provision of Section 152 of the Companies Act 2013 and the company Articles of Association, Mr. Sandeep Gupta, Director, retires by rotation and being eligible, offer himself for reappointment at the ensuring Annual General Meeting.

Necessary resolution seeking the approval of the shareholder for the reappointment of Mr. Sandeep Gupta forms parts of the notice convening the Annual general Meeting. In terms of clause 49 (IV) (G) (i) of the listing agreement entered into with the Bombay Stock exchange limited, all the requisite detail about the director seeking reappointment at the ensuring Annual General Meeting form part of the Notice convening the Annual general Meeting Further, Pursuant to clause 49 (IV) (E) (iv) of the Listing Agreement, the shareholders may take note that none of the Non- Executive Directors hold any shares/ convertible instruments in the company as on the date of this report.

Fixed Deposit

During the year, your Company has not accepted any fixed deposits from the public under Section 58A or 58AA of the Com- panies Act, 1956 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposit) Rules, 1975.

Dividend

Based on the Company''s performance, the Directors does not recommend any dividend for the financial year 2013-2014 due to economic slow down and requirement of more working capital as company is entering into Government projects.

Unclaimed Share Suspense Account

In terms of clause 5A(I) of the Listing Agreement the company reports the following details in respect of the equity shares lying in the suspense account which were issued in demat form pursuant to the public issue of Richa Industries Limited.

In terms of Clause 5A (II) of the Listing Agreement the company had transferred 835 unclaimed equity shares which were standing registered under folio into the Richa Industries Limited-Unclaimed Share Suspense Account.

Transfer to Reserves

The Company proposes to transfer Rs. 47,06,706.63 to the General Reserve out of the amount available for appropriations and an amount of Rs. 52,48,19,245.43 is proposed to be retained in the Profit and Loss Account.

Corporate Governance

The Company complies with the clauses of Listing Agreement entered into with the Bombay Stock Exchange where the Company''s shares are listed. Further, in terms of the provisions of Clause 49 of the Listing Agreement, your Company has complied with the requirements of Corporate Governance and a Report on Corporate Governance together with certificate from the Company''s Auditors confirming compliance, is set out in a statement, which forms part of this Annual Report.

Your Company has appointed M/s AGB & Associates, Practicing Company Secretaries, to conduct limited purpose Secre- tarial Audit of the Company for the financial year ended March 31, 2014. The emphasis of the report to see the compliance under the applicable provisions of the Companies Act, 1956, Depositories Act, 1991, Listing Agreement with Bombay Stock Exchange, Securities Contract (Regulation) Act, 1956, during a particular quarter with reference to the transaction carried out by the company and all the regulations of SEBI as applicable to the Company including SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Prohibition of Insider Trading) Regulations, 1992 and the amend- ments made there under. Observations of the secretarial auditors raised from time to time are being addressed by the management.

Auditors and Auditors'' Report

M/s Tayal & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 141 (3)(g) of the Companies Act, 2013. The Directors recommend the re-appointment of M/s Tayal & Co. as Statutory Auditors of the Company.

The observations of Statutory Auditors in their report read with notes to the accounts are self explanatory and do not call for any further explanation or clarification.

Cost Auditors

The company has appointed the M/s Vivek Singh & Associates as a Cost Auditor for conducting the cost audit records of the Company for the financial year 2013-2014.

Human Resource Development and Industrial Relation

Your Company strives to provide the best working environment with ample opportunities to grow and explore. Your Com- pany 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 harmo- nious industrial relations at all levels through out the year.

Personnel & Particulars of Employees

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Par- ticulars of the Employees) Amendment Rules, 2011 are not applicable since, none of the employee of the Company was drawing more than Rs. 60,00,000/- p.a or Rs. 5,00,000/- p.m for the part of the year. Statement to this effect is as follows:

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 and forming part of the Directors'' Report for the financial year ended 31st March, 2014

S. No. Name Designation Remuneration Qualifications & Nature of Gross (Rs.) duties

--------------------------NIL---------------------------

Date of Commencement Age in Last of Employment years Employment

------------------NIL----------------------

Awards & Certificates

During the year under report, your Company has got it Certificate renewed from ''BSCIC'' ISO 9001:2008 for operating a Quality Management System in respect of design, development, manufacture and supply of Pre Engineered Buildings. Your company is now OKEOTEX certified manufacturing facility. Your company got Customer Excellence Award as Growth Partner of IOB from Indian Overseas Bank.

Richa Industries awarded by "Indian Achievers Podium", A wing of BPPL, for Best Promising Pre Engineering Steel Building Manufacturer from India in their "10th All India Excellence Award " & " 6th Realty Award". Your Company Richa Industries Limited has ranked 208, India Fastest Growing Mid- Sized Companies as per Inc. India 500.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 your Directors hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting stand- ards read with requirements set out under Schedule VI of the Companies Act,1956 have been followed and there are no material departures for the same.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2014 and of the profit or loss of the Company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in ac- cordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts of the Company on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure I hereto and forms part of this report.

Acknowledgment

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, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

By order of the Board of Directors For Richa Industries Limited

SUSHIL GUPTA Date: May 30, 2014 Chairman & Managing Director Place: Faridabad


Mar 31, 2013

Dear Shareholders,

The Directors are delighted to present Nineteen Annual Report of your Company with the audited statement of accounts for the year ended March 31, 2013.

Financial Results

Highlights of financial results for the year are as follows:

(Rs. In Lacs)

Particulars Current Year Previous Year 31.03.2013 31.03.2012

Gross Sales 26960.17 30141.48

Other Income 182.26 75.62

Increase/(Decrease) in Stock 30.38 1597.62

Total Revenue 27172.81 31814.73

Profit before Interest, Depreciation & Tax 4568.84 3789.60

Interest 2335.45 1969.57

Depreciation 750.37 690.16

Profit Before Tax 1418.61 1129.87

Tax Including Deferred Tax/Fringe Benefit Tax 146.71 521.25

Profit After Tax 1336.30 608.61

Balance Brought Forward From Previous Year 4077.06 3597.22

Amount Available For Distribution 5413.36 4205.83

Proposed Dividend 84.63 84.63

Tax on Dividend 13.72 13.72

Transfer To Reserves 66.81 30.43

Balance Carried To Balance Sheet 5248.19 4077.06

OPERATIONS

The total income of the Company during the year was Rs. 26960.17 lacs against Rs. 30141.48 Lacs in the previous financial year. This was on account of weak economic situation of the country and consolidation of our textile units, which is in line with company`s long term strategic vision for growth. The total expenditure during the year was Rs. 24878.77 Lacs against Rs. 30622.06 Lacs in the previous financial year. The decrease in total expenditure was mainly due to decrease in consumption of raw material, decrease in manufacturing expenses, interest and so on.

The profit before tax for the year under review was higher at Rs. 2294.04 Lacs from Rs. 1192.66 Lacs in the previous financial year and the same was the case of the profit after tax for the year under review at Rs. 1336.30 lacs compared to Rs. 608.61 Lacs in the previous financial 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. 8.79 per share respectively as against Rs. 7.05 per share (basic & diluted) for the previous year.

Management Discussion & Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Board of Directors

In terms of Article 138 of the Articles of Associations, Mr. Sushil Gupta and Mr. Manish Gupta Director, retires by rotation and being eligible, offer himself for reappointment at the ensuring Annual General Meeting.

Necessary resolution seeking the approval of the shareholder for the reappointment of Mr. Sushil gupta and Mr. Manish Gupta forms parts of the notice convening the Annual general Meeting. In terms of clause 49 (IV) (G) (i) of the listing agreement entered into with the Bombay Stock exchange limited, all the requisite detail about the director seeking reappointment at the ensuring Annual General Meeting form part of the Notice convening the Annual general Meeting

Further, Pursuant to clause 49 (IV) (E) (iv) of the Listing Agreement, the shareholders may take note that none of the Non Executive Directors hold any shares/ convertible instruments in the company as on the date of this report.

Fixed Deposit

During the year, your Company has not accepted any fixed deposits from the public under Section 58A or 58AA of the Companies Act, 1956 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposit) Rules, 1975.

Dividend

Based on the Company''s performance, the Directors are pleased to recommend for approval of the members a final dividend of 5% i.e Rs. 0.50 per share for the financial year 2012-13 on the capital of 16,925,554 Equity Shares of Rs. 10 /- each. The final dividend on the Equity Shares, if approved by the members would involve a cash outflow of Rs. 8,462,777/- excluding dividend tax. The total cash outflow on account of dividend including dividend tax for the year 2012-13 would aggregate to Rs. 13, 72,874/ resulting in a payout of 11.72% of the profit after tax.

Credit Rating

Under Review by India Rating and Research (P) Ltd. (Fitch Group)

Unclaimed Share Suspense Acount

In terms of clause 5A(I) of the Listing Agreement the company reports the following details in respect of the equity shares lying in the suspense account which were issued in demat form pursuant to the public issue of Richa Industries Limited.

In terms of Clause 5A (II) of the Listing Agreement the company had transferred 835 unclaimed equity shares which were standing registered under folio into the Richa Industries Limited-Unclaimed Share Suspense Account.

Transfer to Reserves

The Company proposes to transfer Rs. 66,81,515.22 to the General Reserve out of the amount available for appropriations and an amount of Rs. 52,48,19,245.43/- is proposed to be retained in the Profit and Loss Account.

Postal Ballot

The Board of Directors of the Company at their meeting held on 6th May, 2013 for the issue of 70,99,446/- equity shares pursuant to the process of preferential allotment. The company has dispatch the Postal Ballot Notice to the shareholders on 13th May, 2013.

Corporate Governance

The Company complies with the clauses of Listing Agreement entered into with the Bombay Stock Exchange where the Company''s shares are listed. Further, in terms of the provisions of Clause 49 of the Listing Agreement, your Company has complied with the requirements of Corporate Governance and a Report on Corporate Governance together with certificate from the Company''s Auditors confirming compliance, is set out in a statement, which forms part of this Annual Report.

Secretarial Audit Report

Your Company has appointed M/s AGB & Associates, Practicing Company Secretaries, to conduct limited purpose Secretarial Audit of the Company for the financial year ended March 31, 2013. The emphasis of the report to see the compliance under the applicable provisions of the Companies Act, 1956, Depositories Act, 1991, Listing Agreement with Bombay Stock Exchange, Securities Contract (Regulation) Act, 1956, during a particular quarter with reference to the transaction carried out by the company and all the regulations of SEBI as applicable to the Company including SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Prohibition of Insider Trading) Regulations, 1992 and the amendments made there under. Observations of the secretarial auditors raised from time to time are being addressed by the management.

Auditors and Auditors'' Report

M/s Tayal & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s Tayal & Co. as Statutory Auditors of the Company.

The observations of Statutory Auditors in their report read with notes to the accounts are self explanatory and do not call for any further explanation or clarification.

Human Resource Development and Industrial Relation

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.

Personnel & Particulars of Employees

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Amendment Rules, 2011 are not applicable since, none of the employee of the Company was drawing more than Rs. 60,00,000/- p.a or Rs. 5,00,000/- p.m for the part of the year. Statement to this effect is as follows:

NIL

Awards & Certificates

During the year under report, your Company has got it Certificate renewed from ''BSCIC'' ISO 9001:2008 for operating a Quality Management System in respect of design, development, manufacture and supply of Pre Engineered Buildings. Your company is now OKEOTEX certified manufacturing facility. Your company got Customer Excellence Award as Growth Partner of IOB from Indian Overseas Bank.

Richa Industries awarded by "Indian Achievers Podium", A wing of BPPL, for Best Promising Pre Engineering Steel Building Manufacturer from India in their "10th All India Excellence Award " & " 6th Realty Award". Your Company Richa Industries Limited has ranked 208, India Fastest Growing Mid- Sized Companies as per Inc. India 500.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 your Directors hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed

b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2013 and of the profit or loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) we have prepared the annual accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure I hereto and forms part of this report.

Acknowledgment

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, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

By order of the Board of Directors

For Richa Industries Limited

Date: May 30, 2013 Sushil Gupta

Place: Faridabad Chairman & Managing Director


Mar 31, 2012

The Directors are delighted to present Eighteen Annual Report of your Company with the audited statement of accounts for the year ended March 31, 2012.

Financial Results

Highlights of financial results for the year are as follows:

(Rs. In Lacs)

Particulars Current Year Previous Year 31.03.2012 31.03.2011

Gross Sales 30141.48 22858.12

Other Income 75.62 32.33

Increase/(Decrease) in Stock 1597.62 987.19

Total Revenue 31814.73 23877.64

Profit before Interest, Depreciation & Tax 3789.60 3433.41

Interest 1969.57 1621.97

Depreciation 690.16 550.14

Profit before Tax 1129.87 1261.30

Tax including Deferred Tax/Fringe Benefit Tax 521.25 416.49

Profit after Tax 608.61 844.82

Balance brought forward from previous year 3597.22 2893.66

Amount available for distribution 4205.83 3738.47

Proposed Dividend 84.63 84.63

Tax on Dividend 13.72 14.38

Transfer to Reserves 30.43 42.24

Balance carried to Balance Sheet 4077.06 3597.23

OPERATIONS

The total income of the Company during the year was Rs. 31814.73 lacs against Rs. 23877.64 Lacs in the previous financial year. The increase in total income was mainly due to increase in domestic sales and exports. The total expenditure during the year was Rs. 30622.06 Lacs against Rs. 22611.50 Lacs in the previous financial year. The increase in total expenditure was mainly due to increase in consumption of raw material, increase in manufacturing expenses, interest and so on.

The profit before tax for the year under review was lower at Rs. 1129.87 Lacs from Rs. 1261.30 Lacs in the previous financial year and the same was the case of the profit after tax for the year under review at Rs. 608.61 lacs compared to Rs. 844.82 Lacs in the previous financial 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. 3.60 per share respectively as against Rs. 4.99 per share (basic & diluted) for the previous year.

Management Discussion & Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Board of Directors

In terms of Article 138 of the Articles of Associations, Mr. Neeraj Bajaj and Dr. Sandeep Gupta, Director, retires by rotation and being eligible, offer himself for reappointment at the ensuring Annual General Meeting.

Necessary resolution seeking the approval of the shareholder for the reappointment of Mr. Neeraj Bajaj and Dr. Sandeep Gupta forms parts of the notice convening the Annual general Meeting. In terms of clause 49 (IV) (G) (i) of the listing agreement entered into with the Bombay Stock exchange limited, all the requisite detail about the director seeking reappointment at the ensuring Annual General Meeting form part of the Notice convening the Annual general Meeting

Further, Pursuant to clause 49 (IV) (E) (iv) of the Listing Agreement, the shareholders may take note that none of the Non Executive Directors hold any shares/ convertible instruments in the company as on the date of this report.

Fixed Deposit

During the year, your Company has not accepted any fixed deposits from the public under Section 58A or 58AA of the Companies Act, 1956 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposit) Rules, 1975.

Dividend

Based on the Company's performance, the Directors are pleased to recommend for approval of the members a final dividend of 5% i.e Rs. 0.50 per share for the financial year 2011-12 on the capital of 16,925,554 Equity Shares of Rs. 10 /- each. The final dividend on the Equity Shares, if approved by the members would involve a cash outflow of Rs. 8,462,777/- excluding dividend tax. The total cash outflow on account of dividend including dividend tax for the year 2011-12 would aggregate to Rs. 13, 72,874/ resulting in a payout of 16.22% of the profit after tax.

Credit Rating

On the date of printing of Balance Sheet Company enjoys the Credit rating of BBB- from Fitch Rating which has stable and positive outlook.

Transfer to Reserves

The Company proposes to transfer Rs. 30,43,094.20/- to the General Reserve out of the amount available for appropriations and an amount of Rs. 40,77,06,107.28/- is proposed to be retained in the Profit and Loss Account.

Corporate Governance

The Company complies with the clauses of Listing Agreement entered into with the Bombay Stock Exchange where the Company's shares are listed. Further, in terms of the provisions of Clause 49 of the Listing Agreement, your Company has complied with the requirements of Corporate Governance and a Report on Corporate Governance together with certificate from the Company's Auditors confirming compliance, is set out in a statement, which forms part of this Annual Report.

Secretarial Audit Report

Your Company has appointed M/s AGB & Associates (earlier M/s Ajay Garg & Associates), Practicing Company Secretaries, to conduct limited purpose Secretarial Audit of the Company for the financial year ended March 31, 2012. The emphasis of the report to see the compliance under the applicable provisions of the Companies Act, 1956, Depositories Act, 1991, Listing Agreement with Bombay Stock Exchange, Securities Contract (Regulation) Act, 1956, during a particular quarter with reference to the transaction carried out by the company and all the regulations of SEBI as applicable to the Company including SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Prohibition of Insider Trading) Regulations, 1992 and the amendments made there under. Observations of the secretarial auditors raised from time to time are being addressed by the management.

Auditors and Auditors' Report

M/s Tayal & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s Tayal & Co. as Statutory Auditors of the Company.

The observations of Statutory Auditors in their report read with notes to the accounts are self explanatory and do not call for any further explanation or clarification.

Human Resource Development and Industrial Relation

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.

Personnel & Particulars of Employees

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Amendment Rules, 2011 are not applicable since, none of the employee of the Company was drawing more than Rs. 60,00,000/- p.a or Rs. 5,00,000/- p.m for the part of the year. Statement to this effect is as follows:

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 and forming part of the Directors' Report for the financial year ended 31st March, 2012

S. No. Name Desig nation Remuner ation Qualifi cations Date of Age in Last & Nature of Gross (Rs.) Commencement Years Employment duties of Employment

_ NIL _

Awards & Certificates

During the year under report, your Company has got it Certificate renewed from 'BSCIC' ISO 9001:2008 for operating a Quality Management System in respect of design, development, manufacture and supply of Pre Engineered Buildings. The company has also received GOTS for its IMT Division.Your Company Richa Industries Limited has ranked 222, India Fastest Growing Mid- Sized Companies as per Inc. India 500.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 your Directors hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures is made from the same.

b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2012 and of the profit or loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) we have prepared the annual accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure I hereto and forms part of this report.

Acknowledgment

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, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

By order of the Board of Directors

For Richa Industries Limited

Date: May 30, 2012

Sushil Gupta

Place: Faridabad Chairman & Managing Director


Mar 31, 2011

Dear Shareholders,

The Directors are delighted to present Seventeenth Annual Report of your Company with the audited statement of accounts for the year ended March 31, 2011.

Financial Results

Highlights of financial results for the year are as follows:

(Rs. in Lacs) Current Year Previous Year Particulars 31.03.2011 31.03.2010

Gross Sales 22858.12 17456.38

Other Income 32.33 78.81

Increase/(Decrease) in Stock 987.19 332.47

Total Revenue 23877.64 17867.66

Profit before Interest, Depreciation & Tax 3433.41 2177.36

Interest 1621.97 954.14

Depreciation 550.14 478.31

Profit before Tax 1261.20 744.91

Tax including Deferred Tax/Fringe Benefit Tax 416.49 178.62

Profit after Tax 844.82 566.29

Balance brought forward from previous year 2893.66 2454.70

Amount available for distribution 3738.47 3020.99

Proposed Dividend 84.63 84.63

Tax on Dividend 14.38 14.38

Transfer to Reserves 42.24 28.31

Balance carried to Balance Sheet 3597.23 2893.66

OPERATIONS

The total income of the Company during the year was Rs. 23877.64 Lac against Rs. 17867.66 Lac in the previous financial year. The increase in total income was mainly due to increase in domestic sales and exports. The total expenditure during the year was Rs. 22616.31 Lac against Rs. 17122.75 Lac in the previous financial year. The increase in total expenditure was mainly due to increase in consumption of raw material, increase in manufacturing expenses, interest and so on.

The profit before tax for the year under review was higher at Rs. 1261.30 Lac from Rs. 744.91 Lac in the previous financial year and the same was the case of the profit after tax for the year under review at Rs. 844.82 Lac compared to Rs. 566.29 Lac in the previous financial 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. 4.99 per share respectively as against Rs. 3.34 per share (basic & diluted) for the previous year.

Management Discussion & Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Board of Directors

Mr. Nitin Agarwal was appointed as an Additional Director on the Board w.e.f 10th February, 2011, in accordance with Section 260 of the Companies Act, 1956. Notices have been received from members pursuant to Section 257 of the Companies Act, 1956 proposing the appointment of Mr. Nitin Agarwal as Director on the Board of the Company.

Mr. Jagbir Singh Chaudhary resigned from the Board of Directors of the Company w.e.f May 30, 2011. The Board places on record the great zeal and dedication with which Mr. Chaudhary served the company during his association since May 2008. The Board is deeply grateful for the mature and professional advice and guidance of Mr. Chaudhary, from which the company had immensely benefited and acknowledges the role of Mr. Chaudhary in reaching the Richa Group at its present enviable stature.

In terms of Article 138 of the Articles of Association, Shri Jai Prakash Malhotra, Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

Further, pursuant to clause 49 (IV) (E) (iv) of the Listing Agreement, the shareholders may take note that none of the Non Executive Directors hold any shares / convertible instruments in the Company as on the date of this report.

Fixed Deposit

During the year, your Company has not accepted any fixed deposits from the public under Section 58A or 58AA of the Companies Act, 1956 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposit) Rules, 1975.

Dividend

Based on the Company's performance, the Directors are pleased to recommend for approval of the members a final dividend of 5% i.e Rs. 0.50 per share for the financial year 2010-11 on the capital of 16,925,554 Equity Shares of Rs. 10 /- each. The final dividend on the Equity Shares, if approved by the members would involve a cash outflow of Rs. 8,462,777/- excluding dividend tax. The total cash outflow on account of dividend including dividend tax for the year 2010-11 would aggregate to Rs. 9,901,027/- resulting in a payout of 11.72% of the profit after tax.

Transfer to Reserves

The Company proposes to transfer Rs. 4,224,084 /- to the General Reserve out of the amount available for appropriations and an amount of Rs. 359,722,968.43/- is proposed to be retained in the Profit and Loss Account.

Corporate Governance

The Company complies with the clauses of Listing Agreement entered into with the Bombay Stock Exchange where the Company's shares are listed. Further, in terms of the provisions of Clause 49 of the Listing Agreement, your Company has complied with the requirements of Corporate Governance and a Report on Corporate Governance together with certificate from the Company's Auditors confirming compliance, is set out in a statement, which forms part of this Annual Report.

Secretarial Audit Report

Your Company has appointed M/s AGB & Associates (earlier M/s Ajay Garg & Associates), Practicing Company Secretaries, to conduct limited purpose Secretarial Audit of the Company for the financial year ended March 31,2011. The emphasis of the report to see the compliance under the applicable provisions of the Companies Act, 1956, Depositories Act, 1991, Listing Agreement with Bombay Stock Exchange, Securities Contract (Regulation) Act, 1956, during a particular quarter with reference to the transaction carried out by the company and all the regulations of SEBI as applicable to the Company including SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Prohibition of Insider Trading) Regulations, 1992 and the amendments made there under. Observations of the secretarial auditors raised from time to time are being addressed by the management.

Auditors and Auditors' Report

M/s Tayal & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s Tayal & Co. as Statutory Auditors of the Company.

The observations of Statutory Auditors in their report read with notes to the accounts are self explanatory and do not call for any further explanation or clarification.

Human Resource Development and Industrial Relation

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.

Personnel & Particulars of Employees

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Amendment Rules, 2011 are not applicable since, none of the employee of the Company was drawing more than Rs. 60,00,000/- p.a or Rs. 5,00,000/- p.m for the part of the year. Statement to this effect is as follows:

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 and forming part of the Directors' Report for the financial year ended 31st March, 2011

S. No. Name Designation Remuneration Qualifications & Nature of Gross(Rs.) duties

Nil

Date of Age in Last Commencement Years Employment of Employment Nil

Awards & Certificates

During the year under report, your Company has earned certificate from 'BSCIC' ISO 9001:2008 for operating a Quality Management System in respect of design, development, manufacture and supply of Pre Engineered Buildings. The company has also received GOTS for its IMT Division.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 your Directors hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures is made from the same.

b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2011 and of the profit or loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) we have prepared the annual accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure I hereto and forms part of this report.

Acknowledgment

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, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

By order of the Board of Directors For Richa Industries Limited

Sushil Gupta Chairman & Managing Director

Place : Faridabad Date : May 30, 2011


Mar 31, 2010

The Directors are delighted to present Sixteenth Annual Report of your Company with the Audited Statement of Accounts for the year ended March 31, 2010.

Financial Results

Highlights of Financial Results for the year are as follows:

(Rs. in Lacs)

Current Year Previous Year Particulars 31.03.2010 31.03.2009

Gross Sales 17456.38 14749.44

Other Income 78.81 132.73

Increase/(Decrease) in Stock 332.47 (444.66)

Total Revenue 17867.66 14437.51

Profit before Interest, Depreciation & Tax 2177.36 2570.49

Interest 954.14 1054.71

Depreciation 478.31 392.93

Profit before Tax 744.91 1122.85

Tax including Deferred Tax/ Fringe Benefit Tax 178.62 313.95

Profit after Tax 566.29 808.90

Balance brought forward from previous year 2454.70 1645.80

Amount available for distribution 3020.99 2454.70

Proposed Dividend 84.63 --

Tax on Dividend 14.38 --

Transfer to Reserves 28.31 --

Balance carried to Balance Sheet 2893.66 2454.70



FINANCIAL HIGHLIGHTS

In the environment of the financial crisis witnessed in the previous financial year and the subsequent fallout, financial year 2009-10 was an extremely challenging year. However, the resilience and inherent strengths of your Companys brands, quality manufacturing and deep network relationships enabled your Company to weather the downturn and achieve better performance in financial year 2009-10. A number of rationalizations and initiatives were taken during the year under review to further consolidate its strengths and position itself to take advantage of the upturn.

For the financial year ended March 31, 2010, the gross turnover of your Company was Rs.17456.38 Lacs as compared to Rs.14749.44 Lacs in the previous year. Profit before tax was Rs.744.91 Lacs as against Rs.1122.85 Lacs in the previous year. The net profit, after taxes was Rs. 566.29 Lacs as against Rs. 808.90 Lacs of the last year. Because of continuous inflationary pressures, the operating costs have been rising sharply as against almost static selling prices in the face of stiff competition and the overall declining market.

Your Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its powerful brands, quality manufacturing prowess, distribution strengths and customer relationships. To accelerate further value creation, your Company continues to evaluate and evolve new areas of growth. The initiatives aimed at rationalizing and streamlining operations, to bring about efficiencies and reducing costs, remain top priority.

Management Discussion & Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Board of Directors

In terms of Article 138 of the Articles of Association, Shri Sushil Gupta, Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

Necessary resolution seeking the approval of the shareholders for the reappointment of Mr. Sushil Gupta forms part of the Notice convening the Annual General Meeting. In terms of clause 49 (IV) (G) (i) of the Listing Agreement entered into with the Bombay Stock Exchange Limited, all the requisite details about the Director seeking re- appointment at the ensuing Annual General Meeting form part of the Notice convening the Annual General Meeting.

Further, pursuant to clause 49 (IV) (E) (iv) of the Listing Agreement, the shareholders may take note that none of the Non Executive Directors hold any shares / convertible instruments in the Company as on the date of this report.

Fixed Deposit

During the year, your Company has not accepted any fixed deposits from the public under Section 58A or 58AA of the Companies Act, 1956 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposit) Rules, 1975.

Dividend

Your Directors are pleased to recommend a final dividend at the rate of 5 % viz. 50 Paisa per share for the financial year under review. The total dividend payout (including dividend tax) would be about 17.48 % of the profit after tax.

The distribution of dividend is subject to declaration of dividend by the shareholders in the ensuing Annual General Meeting.

Corporate Governance

The Company complies with the clauses of Listing Agreement entered into with the Bombay Stock Exchange where the Companys shares are listed. Further, in terms of the provisions of Clause 49 of the Listing Agreement, your Company has complied with the requirements of Corporate Governance and a Report on Corporate Governance together with certificate from the Companys Auditors confirming compliance, is set out in a statement, which forms part of this Annual Report.

Secretarial Audit Report

Your Company has appointed M/s Ajay Garg & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2010. The Secretarial Audit Report addressed to the Board of Directors of the Company is not attached to this Annual Report. However the same is available on demand. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreement with Bombay Stock Exchange, Securities Contract (Regulation) Act, 1956 and all the regulations of SEBI as applicable to the Company including SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Prohibition of Insider Trading) Regulation, 1992.

Auditors and Auditors Report

M/s Tayal & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The Directors recommend the re-appointment of

M/s Tayal & Co. as Statutory Auditors of the Company.

The observations of Statutory Auditors in their report read with notes to the accounts are self explanatory and do not call for any further explanation or clarification.

Inspection u/s 209A of the Companies Act, 1956

The Company had received a notice u/s 209A of the Companies Act, 1956, from the Ministry of Corporate Affairs, Office of the Regional Director, Northern Region, for inspection of books of accounts and other records of the Company. The Company provided the information, papers, records and documents as demanded, for inspection to the Assistant Director (Inspection), Office of Regional Director. Your Company now awaits the order from the Regional Director.

Human Resource Development and Industrial Relation

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.

Personnel & Particulars of Employees

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 are not applicable since, none of the employee of the Company was drawing more than Rs. 24,00,000/- p.a or Rs. 2,00,000/- p.m for the part of the year. Statement to this effect is as follows:

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the financial year ended 31st March, 2010

S. No. Name Designation Remune Qualifi Date of Age in Last ration cations & Nature of Gross Commen Years Employ (Rs.) cement ment duties of Employ ment

NIL

Awards & Certificates

During the year under report, your Company has earned some more recognitions and awards in view of continuously expanding business operations and improved profitability. These included:

1. Certificate from DATACOLOR on successful completion of Global Accreditation Program for Color Lifecycle Management certifying that the Company has met all colour testing methods, performance standards and procedures.

2. Certificate from Central Union Certification certifying that units and products of Richa Industries Limited are in accordance with standards for the processing of fibres from certified organic agriculture GOTS.

3. The Company has been ranked 74th in best 400 small cap of industries of India as per the rating done by Dalal Street.

4. Certificate to Mr. Sandeep Gupta, Managing Director by World Council For Corporate Governance for successful completion of Masterclass for Directors leading to certified Directorship conducted by Institute of Directors.

Directors Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 your Directors hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures is made from the same.

b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2010 and of the profit or loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) we have prepared the annual accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure I hereto and forms part of this report.

Subsidiaries

During the year under review the Company did not own any subsidiary. Hence, Section 212 of the Companies Act, 1956 relating to consolidated accounts of holding and subsidiary is not applicable.

Acknowledgement

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, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

By order of the Board of Directors For Richa Industries Limited

Place: Faridabad Sushil Gupta

Date: May 31, 2010 Chairman & Managing Director



 
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