Mar 31, 2015
Dear Members,
The Directors are pleased to present the 22nd Annual Report on the
business and operations of the Company together with the Audited
Accounts for the financial year ended 31st March 2015.
FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
Particulars For the year ended For the year
ended
31st March, 2015 31st March,
2014
Net Sales 1,63,782 1,04,865
Other Income 1,680 182
Total Income 1,65,462 1,05,047
(Increase) / Decrease
in Stock in Trade 1,045 (5,140)
Material Cost 1,23,993 78,847
Staff Cost 10,105 8,838
Corporate Social
Responsibility 21 -
Other Expenditure 14,570 14,639
Profit Before
Restructuring Cost,
Finance Cost &
Depreciation 15,728 7,863
Restructuring Cost - 64
Finance Cost 8,535 3,172
Depreciation 1,785 1,228
Amortization 359 386
Profit / (Loss)
Before Tax 5,049 3,012
Provision for Tax:
Current Tax (2,206) (1,382)
Deferred tax 293 93
Income Tax Earlier
Year 254 -
Net Profit / (Loss) after
Tax 3,390 1,723
Balance B/F from
Previous year 9,495 7,772
Balance Carried
Forward 12,885 9,495
Appropriations:
Depreciation on
transition to Schedule
II of the Companies Act,
2013 (Net of Deferred Tax) (31) -
Transfer to Debenture
Redemption Reserve (5,000) -
Proposed Equity Dividend (398) -
Dividend Distribution
Tax (81) -
Balance Profit / (Loss)
carried forward to
Balance Sheet (7,375) 9,495
GENERAL ECONOMIC REVIEW
The latest Consumer Price Index (CPI) inflation rate is 5.1% and the
wholesale price inflation is negative, the current account deficit for
this year is expected to be below 1.3% of GDP based on the new series,
real GDP growth is expected to accelerate to 7.4%, making India the
fastest growing large economy in the World, Foreign inflows since April
2014 have been about $ 55 Billion, while our foreign exchange reserves
have increased to a record $ 340 Billion, the Rupee has become stronger
by 6.4% against a broad basket of currencies. It is expected that CPI
Inflation will remain close to 5% by the end of the year. This will
allow for further easing of monetary policy. Based on new series for
GDP so released by Central Statistics Office, it is estimated that GDP
growth for 2014 -15 will be 7.4% while growth in 2015-2016 is expected
to be between 8 to 8.5%. Economic growth this year at 11.5% was lower
in nominal terms by about 2% due to lower inflation.
FINANCIAL PERFORMANCE / STATE OF COMPANY'S AFFAIRS
During the year under review, your Company's consolidated total revenue
stood at Rs. 1,63,782 Lakhs as compared to Rs. 1,04,865 Lakhs for the
previous year, representing an increase of 56.2%. Profit before tax
stood at Rs. 5,049 Lakhs for the year under review as compared to Rs.
3,012 Lakhs for the previous year, representing again an increase of
67.6% over the last year while Profit after tax stood at Rs. 3,390
Lakhs as compared to Rs. 1,723 Lakhs for the previous year representing
an increase of 96.7% as compared to last year.
DIVIDEND
Your Directors are pleased to recommend a dividend of 10% i.e Rs 1/-
per equity share of face value of Rs 10/- each for the year ended 31st
March 2015, subject to the approval of the shareholders at the ensuing
Annual General Meeting of the Company.
The total outflow towards dividend on equity shares for the year would
be Rs. 4,78,64,024/- (which includes dividend tax of Rs.80,95,863/-).
The dividend, if declared will be paid out of the profits of the
Company.
The Register of Members and Share Transfer Books of the Company shall
remain closed from Wednesday, the 16th September 2015 to Thursday, the
24th September 2015 (both days inclusive) for the purpose of Annual
General Meeting (AGM) and payment of dividend, if approved by the
shareholders at the AGM.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of the business of the Company.
FUTURE PLANS
Stability in the Currency Exchange rates and a stable Central
Government provided a boost to the Industry after some years of
sluggish economic environment. Indian market has shown signs of
positive recovery which will help in reviving many industries in India
such as Manufacturing, Education & Information Technology (IT). In
addition, the push for domestic manufacturing will improve foreign
investment which will create more business and job opportunities.
Considering the above fact, we will be focusing on reaching to as many
customers as possible through our expanded sales channels such as
vertical Specific Teams in addition to conventional Dealer/ Distributor
Channels. This will help Ricoh to expand its sales and thus will
improve its profitability. We will continue to focus on achieving
higher productivity, better Working Capital Management, establishing
Customer approaches through Vertical focus, reduction in fixed expenses
and streamlining the processes.
The market is continuing to witness huge technology shift from
capitalization of hardware to Subscription based technologies. Ricoh
has established itself as a major player in the Subscription based
technologies segment to provide facilities like Cloud Services /
Managed Print Services to its Customers.
We will be focusing on high growth trend as witnessed during the last
few years. This will be ensured by following two Strategies of further
expanding the new Business while simultaneously continuing to grow the
Core Business line of Office Products and Solutions so as to maintain
the Market leadership position.
The plans include the strengthening of existing customer vertical wise
approach with more specific solutions which are applicable to
respective customer vertical. In addition we will continue to focus on
expanding the IT Services in area of Cloud Business together with the
other offerings of Information Security, Virtualization, Application
Delivery, Backup/ Disaster Recovery Data Centre Solutions and Software
Solutions.
The above initiatives will go a long way in further establishing your
Company as a One Stop Solution provider to meet every need of the
Customers.
SHARE CAPITAL
During the year under review, there has been no change in the capital
structure of the Company.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act,
2013, Mr. Hiroyasu Kitada, Director being the longest in office among
directors who are liable to retire by rotation, retires by rotation at
the forthcoming Annual General Meeting of the Company and, being
eligible offers himself for re-appointment.
The appointed tenure of Mr. Tetsuya Takano as Managing Director & CEO
of the Company ended on 31st March 2015 and consequently Mr. Tetsuya
Takano has been appointed as Non-Executive Chairman of the Board of
Directors of the Company with effect from 1st April 2015.
All the Independent Directors i.e. Mr. U.P. Mathur, Mr. R.K. Pandey and
Ms. Ashish Garg 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.
During the year, none of the non executive directors of the Company had
any pecuniary relationship or transactions with the Company.
The Board of Directors of the Company on the recommendation of the
Nomination and Remuneration Committee of the Company in its meeting
held on 12th March 2015 had appointed Mr. Manoj Kumar as Additional
Director of the Company. The Board also appointed Mr. Manoj Kumar as
Managing Director and Chief Executive Officer of the Company with
effect from 1st April 2015 for a period of Three years subject to the
approval of the Members in the ensuing Annual General Meeting.
Necessary resolution(s) for the appointment of Mr. Manoj Kumar has been
included in the Notice convening the ensuing AGM and relevant details
of his appointment are mentioned in the explanatory statement of the
AGM Notice.
The Company has received a notice under Section 160 of the Companies
Act, 2013 along with the requisite deposit proposing the appointment of
Mr. Manoj Kumar.
Mr. D.C. Singhania and Mr. N. Majima have resigned from the Board of
the Company with effect from 8th August 2014 and 1st April 2015
respectively.
The Board places on record its appreciation for the valuable services
rendered both by Mr. D.C. Singhania and Mr. N. Majima as Members of the
Board during their tenure as Directors.
KEY MANAGERIAL PERSONNEL
Mr. Manoj Kumar was working as Executive Vice President & CEO of the
Company from 1st April 2014 to 31st March 2015. However, with effect
from 1st April 2015, Mr. Manoj Kumar has been appointed as Managing
Director and CEO of the Company.
Mr. Arvind Singhal and Mr. Manish Sehgal continue to hold the positions
of Chief Financial Officer and Company Secretary respectively in the
Company.
Mr. Tetsuya Takano after completing his tenure as Managing Director and
CEO of the Company on 31st March 2015 has been appointed as
Non-Executive Chairman of the Company with effect from 1st April 2015.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of
the term "relative" as per Section 2(77) of the Companies Act, 2013 and
Clause 49(VIII)(E)(2) of the listing agreement.
COMPOSITION OF AUDIT COMMITTEE
Pursuant to the provisions of Section 177 of the Companies Act, 2013,
your Company has an Audit Committee of the Board of Directors which
comprises of the following members:
1) Mr. U. P. Mathur - Chairman
2) Mr. R.K. Pandey - Member
3) Mr. H. Kitada - Member
4) Ms. Ashish Garg - Member
STATUTORY AUDITORS
The retiring Auditors, M/s Sahni Natarajan and Bahl, Chartered
Accountants, hold office as Statutory Auditors until the conclusion of
the Twenty Second Annual General Meeting of the Company. As per the
provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, Listed Companies are
required to rotate their Auditors, once in Ten years, and M/s Sahni
Natarajan and Bahl have held office for a period of 15 years, and the
transition time given to change the auditors when the Companies Act,
2013 was brought into force is three years. However, your Directors
recommend that your Company should chose to rotate its auditors before
the maximum time period given under the Companies Act, 2013 expires.
In this connection, the Audit Committee and the Board of Directors
considered and recommended the appointment of M/s BSR & Co. LLP,
Chartered Accountants (Firm Registration No. 101248W/W-100022) to be
appointed in place of M/s Sahni Natarajan and Bahl, Chartered
Accountants (Firm Registration No. 002816N) to hold the office of the
Auditors for a period of Five years i.e. from the conclusion of this
22nd (Twenty Second) Annual General Meeting till the conclusion of 27th
(Twenty Seventh) Annual General Meeting of the Company, subject to
annual ratification by the Shareholders at every Annual General Meeting
and at such remuneration as may be fixed by the Managing Director &
Chief Executive Officer of the Company.
The Company has received a certificate from the said M/s BSR & Co. LLP,
Chartered Accountants (Firm Registration No. 101248W/W -100022) to the
effect that their appointment, if made, would be in accordance with the
limits specified under the Companies Act, 2013, and that, they meet the
criteria of independence. The proposal for their appointment as
Statutory Auditors of the Company is included in the Notice of the
ensuing Annual General Meeting.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed Mr. Naresh Verma, a
Practising Company Secretary to conduct Secretarial Audit for the
Financial year 2014 - 2015.
The Secretarial Audit Report for the financial year ended 31st March
2015 is annexed herewith as Annexure 'A' of the Director's Report.
The Secretarial Audit Report does not contain any qualification(s),
reservation(s) or adverse remark(s).
SUBSIDIARY COMPANY
The Company does not have any subsidiary company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. Accordingly, your Company has taken adequate steps to
ensure compliance with the provisions of Corporate Governance as
prescribed under the Listing Agreement with the Stock Exchange.
As per clause 49 of the Listing Agreement entered with the Stock
Exchange, a separate Report on Corporate Governance along with a
certificate from a Practicing Company Secretary confirming compliance
with the requirements as stipulated in Clause 49 of the Listing
Agreement is attached and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report form part of this Report.
CHANGE IN REGISTERED OFFICE
During the year under review, the Company has changed its registered
office within the local limits of City of Mumbai from 1201, Building
No.12, Solitaire Corporate Park, Andheri Ghatkopar Link Road, Andheri
East, Mumbai-400093, Maharashtra to 801, 8th Floor, Ackruti Star, MIDC
Central Road, Near Marol Telephone Exchange, MIDC, Andheri East,
Mumbai- 400093, Maharashtra w.e.f 6th October 2014. The same was done
keeping in view the space constraints in the old office and to
facilitate better administrative control over the affairs of the
Company.
NON-CONVERTIBLE DEBENTURES (NCDs)
During the year, the Company had raised NCDs amounting to Rs 200 Crores
by way of Private Placement. The outstanding NCDs as at 31st March 2015
stood at Rs 200 Crores. NCDs are rated as IND 'A' by India Ratings &
Research Private Limited. The said rating indicates highest degree of
safety regarding timely servicing of financial obligations.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has put in place a mechanism of reporting illegal or
unethical behavior through its Whistle Blower Policy. Employees and
Directors are free to report violation of laws, rules, regulations or
unethical conduct. The report, if any in this regard as received from
any person will be reviewed by the Audit Committee of the Company. It
is affirmed that no person has been denied access to the Audit
Committee of the Company in this respect. It is also ensured that
confidentiality of such reporting is strictly maintained and that
Whistle Blowers are not subjected to any discriminatory practice or
harassment. The Whistle Blower policy is duly uploaded on the Company's
website under the weblink :
htttps://ricoh.co.in/about/investors/policies/ whistle blower policy.
LISTING
The Shares of your Company are listed on the Bombay Stock Exchange
Limited. Further, the Company has paid Annual Listing Fee for the year
2015-16 to the Bombay Stock Exchange Limited.
QUALITY INITIATIVES
The Company continues its initiatives in the field of Business
Excellence through use of initiatives like Malcolm Baldrige Self
Assessment, Ricoh Way and conformance to various Ricoh Quality
Management Systems (QMS) which are ISO9001-2008, ISO14001-2004,
ISO27001 - 2005 and CMMI Level 3, Version 1.1 certification Standards.
The Company also launched the Ideas Portal which is meant to promote
the Ricoh Way values of Innovation. In line with the holistic
assessment of business process through the Malcolm Baldrige method, the
Company continues to progress to a higher maturity band which
establishes a clear linkage of organizational performance with the help
of Quality Systems, Process and People.
SOCIAL & ENVIRONMENTAL INITIATIVES
In today's world everyone is embracing Corporate Social Responsibility
in their daily activities, Ricoh's Social Responsibility Policy focuses
on using the Company's capabilities as a business to improve lives and
sustain the Planet through contribution to local community and Society
at large.
Ricoh also believes in minimizing its environmental impact from
resource extraction, energy consumption, chemical discharges, emissions
and other activities. Globally, Ricoh has initiated some activities to
reduce the environmental impact of its products and customers,
expanding its product re-use business globally, started offering
comprehensive support in reducing the environmental impact in the
printing environment and Carbon footprint labeling on catalogues for
Production Printers.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirement of the Sexual Harassment of Women at the workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
There were no complaint(s) received from any employee during the
financial year 2014-2015.
PARTICULARS OF EMPLOYEES
A statement containing the names of the every Employee employed
throughout the financial year and in receipt of remuneration of Rs 60
Lakhs or more or employed for part of the year and in receipt of Rs 5
Lakhs or more a month, under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is given in
Annexure B' of the Directors Report.
RATIO OF REMUNERATION
The information relating to remuneration of Directors of the Company as
required under Section 197(12) of the Companies Act 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in Annexure 'C' of the Directors
Report.
AWARDS AND ACCOLADES
During the year under review, your Company has received various awards
and honours, the details of some of them are mentioned below:-
* The Company was accorded with CMMI Level 4 Certificate by Capability
Maturity Modeling Integration, USA for System Integration in the field
of Information Technology Services.
* The Company was conferred an Award namely "CLOUD KE BADSHAH" - REGION
NORTH by Microsoft.
* The Company has also won Best System Integrator Award from Acer.
DISCLOSURES
i EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT - 9 is annexed herewith as Annexure 'D' of the Directors Report.
ii NUMBER OF MEETINGS OF BOARD
During the year, Eleven Board of Directors Meetings were convened and
held. The details of these Board Meetings are given in the Corporate
Governance Report which forms part of this report.
iii DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies
Act, 2013, the Board of Directors affirm:-
a) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departure;
b) that the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the Annual Accounts on a going concern
basis; and
e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively;
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
iv DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all Independent
Directors of the Company as required under Section 149(7) of the
Companies Act, 2013 that they meet the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013 and clause 49 of the
Listing Agreement.
v NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration
Committee of the Company has framed and adopted a Policy namely
Nomination and Remuneration Policy to deal with matters of appointment
and remuneration of Directors, Key Managerial Personnel, Senior
Management and other Employees of the Company. The said policy focuses
on the following aspects:-
(a) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;
(b) Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
(c) Remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay
reflecting short and long term performance objectives appropriate to
the working of the Company and its Goals.
Details of the Remuneration Policy is given in the Corporate Governance
Report.
vi EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY
AUDITOR IN HIS REPORT AND BY THE COMPANY SECRETARY IN PRACTICE IN HIS
SECRETARIAL AUDIT REPORT
The Statutory Auditors have not given any Qualification, Reservation or
made any adverse remarks or disclaimer in their Audit Report.
There are no disqualification(s), reservation(s) or adverse remark(s)
or disclaimer(s) in the Secretarial Audit Report.
vii PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013
Under Section 186 of the Companies Act, 2013, the Company has neither
given any Loan, Guarantee nor provided any Security in connection with
a Loan, directly or indirectly, to any person or other body corporate.
The Company has also not made any investments by way of subscription,
purchase or otherwise, in the securities of any other body corporate
during the financial year ended 31st March 2015.
viii RELATED PARTY TRANSACTIONS
All Related Party transactions that were entered into during the year
under review were on an Arm's length basis and in the ordinary course
of business. The Audit Committee has given prior approval for the
Related Party Transactions.
None of the transactions with any of Related Party(ies) were in
conflict with the Company's interest. Suitable disclosure as required
by Accounting Standard (AS 18) has been made in the Notes to the
Financial Statements.
Further, a Policy on Related Party Transactions as approved by the
Board of Directors of the Company is duly uploaded on the Company's
website under the weblink:
https://ricoh.co.in/about/investors/policies/
Related Party Transaction Policy
None of the Directors have any pecuniary relationships or transactions
viz-a-viz the Company.
The particulars of Contracts or Arrangements with Related Parties
referred to in Section 188(1) is given in Form No. AOC-2 annexed as
Annexure 'E' of the Directors Report.
ix TRANSFER TO RESERVES
During the year under review, the Company has transferred a sum of Rs.
50 Crores towards Debenture Redemption Reserve.
x MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATED
AND THE DATE OF THE REPORT
There has not been any material changes and commitments occurred,
between the end of the financial year of the Company i.e. 31st March
2015 and the date of this report which is 10th July 2015 affecting
financial position of the Company.
xi ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Necessary information on Conservation of Energy, 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 is annexed herewith as Annexure'F' of the
Directors Report.
xii RISK MANAGEMENT POLICY
In today's economic environment, Risk Management is very important part
of the business. The main aim of risk management is to identify,
monitor and take precautionary measures in respect of the events that
may pose risks for the business. Your Company recognizes risk
management as an integral component of good corporate governance. The
Company has developed and adopted a Risk Management Policy. Risks as
assessed encompasses, Operational risks, Internal Control risks,
External risks, Information Technology risks etc.
xiii CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013 and the relevant
rules, the Board has constituted the Corporate Social Responsibility
(CSR) Committee under the Chairmanship of Mr. U.P. Mathur, Independent
Director.
The other Members of the CSR Committee are Mr. Manoj Kumar, Managing
Director and CEO and Mr. R.K. Pandey, Director.
Detailed CSR Policy has been framed and the same has been placed on the
website of the Company.
The CSR activity(ies) are in accordance with Schedule VII of the
Companies Act, 2013 and the Company's CSR Policy.
Details of the CSR activities as required under Section 135 of the
Companies Act, 2013 and the Rules framed thereunder are given in the
CSR Report as Annexure 'G' of the Directors Report.
The Corporate Social Responsibility Policy of the Company is available
on the website of the Company www.ricoh.co.in at the link
https://ricoh.co.in/about/investors/policies/
CorporateSocialResponsibilityPolicy.
The Company's commitment towards social responsibility is woven into
its Corporate DNA, which has always been part of the Ricoh Way the
foundation of all of our business activities. The Ricoh Way constitutes
the basis of all Corporate activities of the Ricoh Group. It comprises
of founding Principles (Love Your Neighbour, Love Your Country, Love
Your Work or The Spirit of Three Loves). Our CSR focuses inter-alia on
using our capabilities as a business to improve lives and sustain our
planet through contributions to local communities and society at large.
In other words, to fully realize our potential as a global organization
to make a better world through new value creation and innovation.
To grow as a respected enterprise, the Ricoh Group must fully discharge
its corporate social responsibility (CSR) from a consistent global
perspective and throughout every aspect of its operations. In the
context of the above, Ricoh India Limited would like to communicate its
position as a member of the community and establish for both internal
and external stakeholders, its philosophy, guiding principles and areas
of focus that it would as an organization seek to promote in the arena
of Corporate Social Responsibility (CSR).
Our CSR model is broadly divided into two parts: activities that
respond to our fundamental obligation to society and value-creating
activities that have synergy with our growth strategy. These two
pillars support and strengthen our corporate values.
By embedding value-creating CSR activities into our core business
processes, we make the most of our talents and resources technologies,
products, services and employees to help solve social issues while
simultaneously fostering the growth of the Ricoh Group.
Drawing from its vision and mission statement, through CSR, Ricoh seeks
to proactively engage with society by working with communities to
improve their well being in a compassionate and sensitive manner.
The Company inter-alia will focus primarily on the following three
programmes:
1. Harmony with Society - Community Development / Welfare of the
Society
2. Raising the Next Generation - Education and Skills Development
3. Harmony with Environment- Sustainable Environment Management
The Company apart from the above mentioned programmes may also dwell
into any other activity(ies) as stipulated under Schedule VII of the
Companies Act, 2013.
xiv ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and clause 49 of
the Listing Agreement, the Board has carried out an annual evaluation
of its own performance, performance of the Directors as well as the
evaluation of its Committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and time schedule for the performance evaluation
process for the Board, its Committees and Directors.
The detailed manner in which formal annual evaluation has been made by
the Board has been mentioned in the Corporate Governance Report which
is part of this report.
xv SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
The Independent Directors held a Meeting on 3rd March 2015 without the
attendance of Non-Independent Directors and members of Management. All
the Independent Directors were present at the meeting. The following
issues inter-alia were discussed in detail:
I) Reviewed the performance of non-independent directors and the Board
as a whole;
II) Reviewed the performance of the Chairperson of the Company, taking
into account the views of Executive Directors and Non-Executive
Directors;
III) Assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their
duties.
xvi DEPOSITS
During the period under review, the Company has not accepted or invited
any deposits from the public.
xvii SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
There are no significant, material orders passed by the regulators or
Courts or Tribunals, which would impact the going concern status of the
company and its future operations
xviii ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Internal Audit Department of the Company had carried out internal
audit at various locations of the Company. The said Audit carried out
the Audit with the objective to identify system deficiencies in the
process(es) of the organization and to ensure operational effectiveness
is maintained in all of the processes within the Organisation so as to
ensure that effective internal controls exists at all levels of the
Organisation. Further, in case any deficiency(ies)/weakness(es) is
observed, the same is brought to the notice of the Management so that
corrective actions are taken on time.
HUMAN RESOURCE
At Ricoh, the Human Resource Development is considered vital for
effective implementation of Business Plans, constant endevours are
being made to offer professional growth opportunities and recognitions,
apart from imparting training to Employees.
The strong performance of your company has been achieved through
excellent work and team spirit of the Company's employees, who are our
most valuable assets. We are proud to have created a favourable work
environment that encourages innovation and meritocracy.
ACKNOWLEDGEMENT
The Directors wish to convey their appreciation to business associates
for their support and contribution during the year. The Directors would
also like to thank the employees, shareholders, customers, suppliers
and bankers for the continued support given by them to the Company and
their confidence reposed in the management.
For and on Behalf of the Board of Directors
Dated: 10th July, 2015 Manoj Kumar U. P. Mathur
Place: New Delhi Managing Director & CEO Director
DIN - 07112670 DIN - 00387444
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 21st Annual Report on the
business and operations of the Company together with the Audited
Accounts for the year ended 31st March 2014.
FINANCIAL HIGHLIGHTS
The Performance of the Company for the financial year ended 31st March
2014 is summarized below:
(Rs. in lacs)
Particulars For the year ended For the year ended
31st March, 2014 31st March, 2013
Net Sales 104,865 63,284
Other Income 182 180
Total Income 105,047 63,464
(Increase) / Decrease in Stock in Trade (5,140) (8,161)
Material Cost 78,847 51,607
Staff Cost 8,838 6,834
Other Expenditure 14,639 9,898
Profit Before Restructuring Cost,
Interest & Depreciation 7,863 3,286
Restructuring Cost 64 1,041
Finance Cost 3,172 1,397
Depreciation 1,374 568
Amortization of Goodwill 241 241
Profit/ (Loss) Before Tax 3,012 39
Provision for Tax:
Current Tax (1,382) (528)
Deferred tax 93 357
Net Profit/(Loss) after Tax 1,723 (132)
Balance B/F from Previous year 7,772 7,904
Balance Carried Forward 9,495 7,772
GENERAL ECONOMIC REVIEW
The economic activity in the Country was at a low key during the year
as GDP growth slowed down to around 5% for the Year. The outlook,
particularly post elections, looks very promising then the year under
review. Rupee experienced huge depreciation vis a vis US Dollar and
other major currencies in the first half of the Financial year, which
continued till the third quarter of the Year. During these volatile
times, Rupee dipped close to Rs 68 per US Dollar. Some correction did
take place in the last quarter on account of high forex inflows into
the Country on the back of the upswing in the Equity markets.
Global economic indicators are expected to improve, led by positive
prospects in advance economies. The Global economic climate continues
to be volatile, uncertain and prone to geo political risks.
On the positive side, some of the major economies like the USA and
Japan have started showing some encouraging trends during the last few
quarters.
FINANCIAL YEAR 2013-2014 IN RETROSPECT
We witnessed huge growth and profit in all our Business units during
the current year. The core business unit has shown a steady growth over
last financial year. The new business units contribution also increased
to 58% from 40% of the total revenue during the current year.
During the year under review, Ricoh Asia Pacific Pte Limited (Acquirer)
had announced its intention to acquire 10497791 Equity Shares of face
value of Rs. 10/- constituting, 26.40% of the Shareholding of Ricoh
India Limited pursuant to the SEBI (Delisting of Equity Shares)
Regulations, 2009, through Reverse Book Building process of the
Exchange. However, the proposed delisting process was not successful.
FUTURE PLANS
After a sluggish economic environment for last few years, the market is
recovering and the signs of revival is visible in the global market.
India is also optimistic to look forward to a better economic scenario
going forward which will be a good sign for the overall business.
Considering the above fact, we will be focusing on improving our
profitability through higher productivity, better Working Capital
Management, establishing Customer approaches through vertical focus,
reduction in fixed expenses and further streamlining the processes.
The market is witnessing a huge technology shift from capitalization of
hardware to subscription based technologies. Ricoh is also equipped to
provide such facilities to Customers like Cloud Services or Managed
Print Services.
We have witnessed that the achievement of higher growth plan is
possible and we have grown three times in short period of three years.
Continuation to this, we will be focusing on high growth trends as
witnessed during the last 3 years. This will be ensured by pursuing
twin strategies of further expanding the new Businesses while
simultaneously continuing to grow the Core Business line of Office
Products and Solutions so as to achieve the Market leadership position.
Our plans include the segmentation of Customers into various industry
verticals so that, we can have a focused approach to deliver the
specific customer requirements through our products and services. In
addition we will continue to focus on expanding the IT Services in area
of Cloud Business together with the other offerings of Information
Security, Virtualization, Application Delivery, Backup/ Disaster
Recovery Data Centre Solutions and Software Solutions.
The above initiatives will go a long way in further establishing your
Company as a One Stop Solution provider to meet every need of our
Customers.
TRANSFER TO RESERVES
The Company has not made any transfer to the Reserves during the
Financial Year ended 31st March 2014.
FIXED DEPOSITS
During the period under review, the Company has not accepted or invited
any deposits under the provisions of Section 58A of the Companies Act,
1956 read with the Companies (Acceptance of Deposits) Rules, 1975.
DIVIDEND
In order to conserve the resources for the business to meet the
requirements of the future business expansion opportunities, your
Directors do not recommend payment of dividend for the year 2013-2014.
INTERNAL AUDIT SYSTEM
The In-house Operations Audit Group of the Company had carried out
internal Audits at various locations. Internal Audit is oriented
towards examining the status of the Operations of the Internal Controls
existing at various levels. Further, the Audit Group regularly
undertakes action programs to strengthen Controls, wherever any Control
weakness is observed.
LISTING
The Shares of your Company are listed on the Bombay Stock Exchange
Limited. The Company has paid Annual Listing Fee for the year 2014-15
and also paid Annual Custodian Fees in respect of Shares held in
dematerialization mode to NSDL and CDSL for the year 2014-15.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. Accordingly, you Company has taken adequate steps to ensure
compliance with the provisions of Corporate Governance as prescribed
under the Listing Agreement with the Stock Exchange.
A separate Report on Corporate Governance alongwith a certificate from
a Practising Company Secretary confirming compliance with the
requirements as stipulated in Clause 49 of the Listing Agreement is
attached and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement with the Stock Exchange forms part of this
Report.
AUDIT COMMITTEE
Your Company has an Audit Committee of the Board of Directors which
comprises of the following members:
1) Mr. U. P. Mathur - Chairman
2) Mr. D. C. Singhania - Member
3) Mr. R. K. Pandey - Member
4) Mr. H. Kitada - Member
DIRECTORS
Mr. Hiroyasu Kitada, Director will retire in the ensuing Annual General
Meeting and being eligible offer himself for re-appointment.
The Board in its Meeting held on 24th March 2014 considered and
re-appointed Mr. Tetsuya Takano as Company''s Managing Director and CEO
with effect from 1st April 2014 for a period of One Year. The
appointment of Mr. Tetsuya Takano and terms thereof is subject to
approval of Members and Central Government, if required and are set out
in the Notice convening the Annual General Meeting.
Ms. Ashish Garg was appointed as an Additional Director of the Company
with effect from 23rd July 2014 and she would hold office upto the date
of ensuing Annual General Meeting of the Company. The Company has
received requisite notice in writing from Member proposing appointment
of Ms Ashish Garg as Director of the Company.
In accordance with the provisions of Section 149 of the Companies Act
2013, Mr. UP Mathur, Mr. RK Pandey and Mr. DC Singhania are being
appointed as Independent Directors to hold office as per their tenure
of appointment mentioned in the Notice of 21st Annual General Meeting.
The Company has received declarations from all of the Independent
Directors confirming that they meet with the criteria of Independence
as prescribed under Section 149(6) of the Companies Act 2013.
Necessary resolutions for the appointment of the aforesaid Directors
have been included in the Notice convening the ensuing AGM and details
of the proposal for appointment are mentioned in the explanatory
statement to the Notice.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary Company within the meaning of
Section 212 of the Companies Act, 1956.
QUALITY INITIATIVES
The Company continues its initiatives in the field of Business
Excellence through the use of Initiatives like Malcolm Baldrige Self
Assessment, Ricoh Way and conformance to various Ricoh Quality
Management Systems (QMS) which are ISO9001- 2008, ISO14001-2004,
ISO27001 - 2005 and CMMI Level 3, Version 1.1 certification standards.
The company also launched the Ideas Portal which is to promote the
Ricoh Way values of Innovation. In line with the holistic assessment of
business process through the Malcolm Baldrige method, the company
continued to progress to a higher maturity band which establishes a
clear linkage of organizational performance with the help of quality
systems and process and people.
SOCIAL & ENVIRONMENTAL INITIATIVES
In today''s world everyone is embracing Corporate Social Responsibility
in their daily activities, Ricoh''s social responsibility policy focuses
on using the company''s capabilities as a business to improve lives and
sustain its planet through contributions to local communities and
society at large.
Ricoh also believes in minimizing its environmental impact from
resource extraction, energy consumption, chemical discharges, emissions
and other activities. Globally, Ricoh has initiated some activities to
reduce the environmental impact of its products and customers,
expanding its product reuse business globally, started offering
comprehensive support in reducing the environmental impact in the
printing environment and Carbon footprint labeling on catalogues for
Production Printers.
Value creating CSR
Base of the Pyramid (BOP Project) - Ricoh started an initiative in 2010
for the sustainable development of Base of the Pyramid (BOP)
communities in a rural village in Bihar state.
While living in the village, Ricoh employees worked together with its
project partner and local people to generate sustainable business
ideas. At the end of August 2013, two photo Print Shops and 12 Women''s
shops started operating in Bihar state.
Education Support Program in India - To help improve the education
environment in India, Ricoh is making contribution in partnership with
the NGO ''Save the Children''.
This program has completed three years and has benefited more than 3000
students along with teachers from 37 schools in remote area of
Hyderabad. In this journey, Ricoh has donated digital duplicators,
Personal Computers (PC''s), Projectors, Paper and supplies to Schools,
Child Resource Centre to help them promote learning and information
sharing and build effective education network.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars required to be disclosed under Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 are given at Annexure
I to the Directors'' Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, the names and other particulars of the
Employees are set out in Annexure II to the Directors'' Report.
AUDITORS
M/s. Sahni Natarajan and Bahl, Statutory Auditors of the Company retire
at the conclusion of the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment. The Company has received
a letter from the Auditors to the effect that their appointment, if
made, would be within the prescribed limit.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm that they have:
a) followed in the preparation of the Annual Accounts for the year
ended 31st March, 2014, the applicable Accounting Standards had been
followed alongwith proper explanation relating to material departures;
b) selected such Accounting Policies and applied them consistently and
made judgements and estimates that reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit or loss of the Company for that
period;
c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
d) prepared the Annual Accounts on a going concern basis.
COMMENTS ON AUDITORS REPORT
The Notes to the Accounts referred to in the Auditors Report are self
explanatory and therefore, does not call for any further comment.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious
through the year. Your Directors wish to place on record their sincere
appreciation for the continued, sincere and devoted services rendered
by all the employees of the Company.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the cooperation and assistance
provided to your Company by its Bankers, Government as well as non
Government Agencies/Bodies/Authorities. The Board wishes to place on
record its appreciation to the contribution made by Employees of the
Company during the year under review. Your Directors thank the
Customers, clients, vendors and other business associates for their
continued support. Your Directors are thankful to the Shareholders for
their continued patronage.
Place: New Delhi By Order of the Board of Directors
Date: 23rd July 2014 For RICOH INDIA LIMITED
Registered Office:
1201, 1st Floor, Building No. 12
Solitaire Corporate Park,
Andheri Ghatkopar Link Road
Andheri East Sd/-
Mumbai 400 093 UP Mathur
Director
DIN 00387444
Mar 31, 2013
To the Members,
The Directors are pleased to present the 20th Annual Report on the
business and operations of the Company together with the Audited
Accounts for the year ended 31st March 2013.
FINANCIAL HIGHLIGHTS
The Performance of the Company for the financial year ended 31s1 March,
2013 is summarised below:
(Rs. in lacs)
Particulars For the
year ended For the year
ended
31"March, 2013 31s''March, 2012
Net Sales 63,284 43,086
Other Income 180 238
Total Income 63,464 43,324
(Increase)/Decrease in
Stock in Trade (8,161) (1.806)
Material Cost 51,607 28.774
Staff Cost 6,834 6,608
Other Expenditure 9,898 8.690
Profit Before Restructuring
Cost, Interest & Depreciation 3,286 1,058
Restructuring Cost 1,041
Finance Cost 1,397 575
Depreciation 568 490
Amortisation of Goodwill 241 241
Prior Period expenses
Profit/ (Loss) Before Tax 39 (248)
Provision for Tax:
Current Tax (528)
Earlier years - (10)
Deferred tax 357 (3)
Fringe benefit Tax
Net Profit/(Loss) after Tax (132) (261)
Balance B/F from Previous year 7,904 8,680
Adjustment pursuant to scheme of
arrangement (515)
Appropriations:
Capital Redemption Reserve
Proposed dividend
Corporate dividend tax
Balance Carried Forward 7,772 7,904
OVERVIEW
The Indian Economy is currently in the midst of a slowdown and GDP did
not recover as expected. Further, Key Economic indicators such as
Fiscal and Current deficit are stressed. However, with the interest
rate cycle turning and the Government making an effort to revive
stalled projects, some recovery is likely in 2013-14.
Economic activity during the current year is expected to show only a
modest improvement over last year, with a possible pick up likely only
in the second half of the year. The outlook for industrial activity
remains subdued because of lack of new investments and existing
projects remaining stalled by bottlenecks and implementation gaps.
Growth in Services and Exports may remain sluggish too. given that
global growth is unlikely to improve significantly from 2012. The
Reserve Bank of India baseline projection of GDP growth for 2013-14 is
5.7%.
During the year under review, the revenue of your Company grew by 47%
compared to the last year growth of 45%. This growth can be largely
attributed to the strengthening of our new Business units of IT
Services, High end Production and Laser Printers, whose combined
revenue share touched 39% our total turnover. The Company''s core
business of Office Products and Supplies also grew handsomely during
the year.
Your Company''s Margins/EBITA, however, remained under pressure mainly
due to the depreciation of Indian Rupee vis a vis US Dollar. However,
the Company managed to tide over this situation with the help of some
high value sales order(s) and through expansion of IT Services Business
Unit, which is largely insulated against Rupee Depreciation.
Further, during the year under review, Ricoh Asia Pacific Pte Ltd
(Acquirer) had announced its intention to acquire 1,04,97,791 Equity
Shares of face value of Rs 10/- constituting, 26.40% of the
Shareholding of Ricoh India Limited pursuant to the SEBI (Delisting of
Equity Shares) Regulations. 2009, through Reverse Book Building
mechanism of the Exchange. However, the proposed delisting process did
not materialize.
FUTURE PLANS
Given the current uncertain economic environment, your Company will
aggressively focus on improving its profitability through higher
productivity, better Working Capital Management, reduction in fixed
expenses and further streamlining of processes.
Your Company will focus on maintaining the high growth trends as
witnessed during the last two years. This will be ensured by following
a two pronged strategy of expanding new Businesses while simultaneously
continuing to grow our Core Business line of Office Product and
Solutions so as to achieve the Market leadership position.
Your Company''s future plans include further strengthening the Channel
and the direct business for our Office products and Supplies through
improved focus on specific Customer Industry Verticals.
Strengthening and growing the after Sales Business through appropriate
strategies to strengthen our recurring revenue base as well as to
augment our Margins.
Expand IT Services in the areas of Cloud Business together with the
other IT Services offerings of Information Security Virtualisation ,
Application delivery, Backup/Disaster Recovery Data Centre Solutions
and Software Solutions.
Expansion of our Channel Network to make deeper penetration to every
corner of the Country for Holistically making the Products, Services
and Solutions of Ricoh available to all our Customers.
The above initiatives will go a long way in further establishing your
Company as a One Stop Solution provider to meet every need of our
Customers.
DIVIDEND
In order to conserve the resources for the business to meet the
requirements of the future business expansion opportunities, your
Directors do not recommend payment of dividend for the year 2012-13.
TRANSFER TO RESERVES
The Company has not made any transfer to the Reserves during the
Financial Year ended 31st March 2013.
FIXED DEPOSITS
During the period under review, the Company has not accepted or invited
any deposits under the provisions of Section 58A of the Companies Act,
1956 read with the Companies (Acceptance of Deposits) Rules, 1975.
INTERNAL AUDIT SYSTEM
The In-house Operations Audit Group of the Company had carried out
internal Audits at various locations. Internal Audit is oriented
towards examining the status of the Operations of the Internal Controls
existing at various levels. Further, the Audit Group regularly
undertakes action programmes to strengthen Controls, wherever any
Conrtrol weakness is observed.
LISTING
The Shares of your Company are listed on the Bombay Stock Exchange
Limited. The Company has paid Annual Listing Fee for the year 2013-14
and also paid Annual Custodian Fees in respect of Shares held in
dematerialization mode to NSDL and CDSL for the year 2013-14.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. Accordingly, your Company has taken adequate steps to
ensure compliance with the provisions of Corporate Governance as
prescribed under the Listing Agreement with the Stock Exchange.
A separate Report on Corporate Governance alongwith a certificate from
a Practising Company Secretary confirming compliance with the
requirements as stipulated in Clause 49 of the Listing Agreement is
attached and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement with the Stock Exchange forms part of this
Report.
AUDIT COMMITTEE
Pursuant to the provisions of Section 292A of the Companies Act, 1956,
your Company has an Audit Committee of the Board of Directors which
comprises of the following members:
1) Mr. U. P. Mathur - Chairman
2) Mr. D. C. Singhania - Member
3) Mr. R. K. Pandey - Member
4) Mr. H. Kitada # - Member
# Became a Member of the Audit Committee effective 1st March 2013.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Article 119 of the Article of Association of the Company, Mr. N.Majima,
Chairman and Mr. R.K Pandey, Director retire by rotation at the ensuing
Annual General Meeting and being eligible, have offered themselves for
re-appointment.
Mr. Hiroyasu Kitada was appointed as an Additional Director of the
Company with effect from 1 st March 2013. The Company has received
Notice under Section 257 of the Companies Act, 1956 for his appointment
at the ensuing Annual General Meeting of the Company. It is proposed to
appoint Mr. Hiroyasu Kitada as a Director of the Company liable to
retire by rotation at the ensuing Annual General Meeting.
To the effect that their appointment, if made, would be within the
prescribed limit under Section 224(1B) of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm that they have:
a) followed in the preparation of the Annual Accounts for the year
ended 31st March, 2013, the applicable Accounting Standards had been
followed alongwith proper explanation relating to material departures;
b) selected such Accounting Policies and applied them consistently and
made judgements and estimates that reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit or loss of the Company for that
period;
c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
d) prepared the Annual Accounts on a going concern basis. COMMENTS ON
AUDITORS REPORT
The Notes to the Accounts referred to in the Auditors Report are self
explanatory and, therefore, does not call for any further comment.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious
through the year. Your Directors wish to place on record their sincere
appreciation for the continued, sincere and devoted services rendered
by all the employees of the Company.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the cooperation and assistance
provided to your Company by its Bankers, Government as well as non
Government Agencies/Bodies/Authorities. The Board wishes to place on
record its appreciation to the contribution made by Employees of the
Company during the year under review. Your Directors thank the
Customers, clients, vendors and other business associates for their
continued support. Your Directors are thankful to the Shareholders for
their continued patronage.
For and on Behalf of the Board of Directors
Tetsuya Takano
Managing Director & CEO
Place: New Delhi U. P. Mathur R. K. Pandey
Dated: 26th June 2013 Director Director
Mar 31, 2012
The Directors are pleased to present the 19th Annual Report on the
business and operations of the Company together with the Audited
Accounts for the year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS
The Performance of the Company for the financial year ended 31st March,
2012 is summarized below:
(Rs. in lacs)
Particulars For the year ended For the year ended
31st March, 2012 31st March, 2011
Net Sales 43,086 29,615
Other Income 238 189
Total Income 43,324 29,804
(Increase)/ Decrease
in Stock in Trade (1,806) (2,235)
Material Cost 28,774 19,259
Staff Cost 6,608 4,308
Other Expenditure 8,690 5,531
Profit Before Restructuring
Cost, Interest & Depreciation 1,058 2,941
Restructuring Cost - -
Interest & bank Charges 575 37
Depreciation 490 361
Amortization of Goodwill 241 -
Prior Period expenses - -
Profit/ (Loss) Before Tax (248) 2,543
Provision for Tax:
Current Tax - (935)
Earlier years (10) (8)
Deferred tax (3) 37
Fringe benefit Tax - -
Net Profit/(Loss) after Tax (261) 1,638
Balance B/F from Previous year 8,680 7,042
Adjustment pursuant to
scheme of arrangement (515) -
Appropriations:
Capital Redemption Reserve - -
Proposed dividend - -
Corporate dividend tax - -
Balance Carried Forward 7,904 8,680
OVERVIEW
In the year under review, the unit sales of the company grew by about
26% as against the growth of 17% in the preceding year. The advent of
our new Strategic Business Units of IT Services, High End Production
Printers and Laser Printers, together with the high unit sales growth,
led to the revenue growth of about 46% over the last year.
Even though India appears to have largely recovered from the effects of
the global recession, the steep depreciation of Indian Rupee against
the US Dollar by a whopping 8% during the year led to a significant
erosion in the profitability of an import dependent company like ours.
A more detailed discussion and analysis on the performance of the
Company in retrospect as well as the outlook and focus in the year
2011-12 is contained elsewhere under the chapter on Management
Discussion and Analysis.
DIVIDEND
In order to conserve the resources for the business to meet the
requirements of the future business expansion opportunities, your
Directors do not recommend payment of dividend for the year 2011-12.
FIXED DEPOSITS
During the period under review, the Company has not accepted or invited
any deposits under the provisions of Section 58A of the Companies Act,
1956 read with the Companies (Acceptance of Deposits) Rules, 1975.
INTERNAL AUDIT SYSTEMS
The In-house Operations Audit Group of the Company carried out internal
audits at various locations as per planned schedule. The internal
audit is oriented towards examining the status of the operations of the
internal controls at various levels. Additionally, the Audit Group
regularly undertakes support action programmes to strengthen controls,
wherever any control weakness is observed.
AMALGAMATION OF INFOPRINT SOLUTIONS INDIA (P) LIMITED, A WHOLLY OWNED
SUBSIDIARY OF RICOH INDIA LIMITED WITH RICOH INDIA LIMITED
During the year under review, the Company had acquired the entire share
capital of M/s Info Print Solutions India Private Limited, a thus making
it a wholly owned Subsidiary of Ricoh India Limited. The Company
subsequently entered into a Scheme of Amalgamation with its wholly
owned Subsidiary Company subject to approval of the Hon'ble High Court,
Bombay. The Hon'ble High Court, Bombay vide its order dated 06.07.2012
has duly approved the said Scheme of Amalgamation and the copy of the
said Order has also been duly filed by both M/s Info Print Solutions
India Private Limited and M/s Ricoh India Limited with the Registrar of
Companies, Maharashtra. Accordingly, the said Scheme has become
effective with effect from the Appointed Date i.e. 1st November 2011.
CONSOLIDATED FINANCIAL STATEMENTS
As the Amalgamation of M/s Info Print Solutions India Private Limited, a
wholly owned Subsidiary Company with Ricoh India Limited has become
effective from 1st November 2011, being the Appointed Date. Ricoh India
Limited has prepared Consolidated Annual Accounts of the Company as on
31st March 2012 after giving effect to the provisions of said Scheme of
Amalgamation in terms of provisions of Accounting Standard No. 17.
CORPORATE GOVERNANCE
The Corporate Governance Report as stipulated under Clause 49 of the
Listing Agreement, forms part of this Report.
The requisite Certificate from a firm of practicing company
secretaries, M/s Naresh Verma & Associates, Company Secretaries Delhi,
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 of the Listing Agreement is
attached to Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated under Clause 49
of the Listing Agreement is presented in a separate section forming an
integral part of this Directors' Report.
AUDIT COMMITTEE
Pursuant to the provisions of Section 292A of the Companies Act, 1956,
your Company has an Audit Committee of the Board of Directors which
comprises of the following members:
1) Mr. U. P. Mathur - Chairman
2) Mr. D. C. Singhania - Member
3) Mr. R. K. Pandey - Member
4) Mr. M. Ishida - Member
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Article 119 of the Article of Association of the Company, Mr. D.C.
Singhania and Mr. U.P.Mathur retire by rotation at the ensuing Annual
General Meeting and, being eligible, have offered themselves for
re-appointment.
Brief resume of the Directors proposed to be re-appointed and other
details as stipulated under Clause 49 of the Listing Agreement has been
provided in the Notice to the Shareholders for the forthcoming Annual
General Meeting of the Company, which is forming part of this Annual
Report.
QUALITY INITIATIVES
The company continues its journey in the field of Business Excellence
through the use of various Quality Initiatives like Malcolm Baldrige
Self Assessment and Process Improvement projects across the country.
One of the process improvement Projects taken up by the company was
also awarded the Best Project in the 2011 Ricoh Asia Pacific Regional
Kaizen Competition. The company also the deployment of "The Ricoh Way"
through which incorporates the Mission Vision & Values practiced
globally by Ricoh. The commitment to quality is also borne by the fact
that the Company's Quality Management System conforms to ISO 9001-2008
& ISO 14001-2004 Standards.
SOCIAL & ENVIRONMENTAL INITIATIVES
Ricoh is committed to playing an important part in resolving social
issues and problems through its core business in order to contribute to
the development of a sustainable society. To help improve the education
environment, Ricoh is making contributions to education in India in
cooperation with "Save the Children" through Education support Program,
in the context helping the country achieve further development.
Ricoh has donated 10 Digital Duplicator, PC's and Paper Reams to
schools and Child resource Centers at Medak District in the State of
Andhra Pradesh in India to help them promote learning and information
sharing, while helping children, teachers, local communities and
governmental agencies enhance their abilities to build an effective
educational network . More than 2000 Students from 33 schools in remote
area of Hyderabad along with Teachers are expected to benefit from this
program by bridging the digital divide.
Through Education Support Program, we aim to enable more children to go
to school continuously and to help local communities improve their
local educational standards in an independent and consistent manner.
INDUSTRIAL RELATIONS
The Company has maintained cordial relationship with the recognized
Union(s).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars required to be disclosed under Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 are given at Annexure
I to the Directors' Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, the names and other particulars of the
Employees are set out in Annexure II to the Directors' Report.
CEO/CFO CERTIFICATION
The Managing Director and the Chief Financial Officer of the Company
have duly certified to the Board, in the manner required under the
Corporate Governance Code, concerning the Annual Financial Statements.
VOLUNTARY RETIREMENT SCHEME
The Company with a view to streamline the existing manpower in the
Organisation had introduced during the year, a Voluntary Retirement
Scheme meant for its Employees.
AUDITORS' COMMENTS AS GIVEN IN ANNEXURE TO THEIR REPORT
The Auditors of the Company M/s Sahni Natarajan and Bahl, Chartered
Accountants in Points no. 2(c), 4, 7 and 17 of their Report, have
stated the following observations :-
2 (c) The Company has maintained proper records of inventories except
for erstwhile Info Print Solutions India Private Limited which got
merged with the Company w.e.f 1st November 2011 . As explained to us,
there were no material discrepancies noticed on physical verification
of inventory as compared to the book records.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and for the sale of goods and
services except for internal controls with regard to timing of
accounting for purchase of inventory, which needs to be further
strengthened in respect of erstwhile Info Print Solutions India Private
Limited which got merged with the Company w.e.f 1st November 2011 .
During the course of our audit, we have not observed any major
weaknesses in internal control system.
7. In our opinion and according to the information and explanations
given to us, the internal audit system of the Company is commensurate
with its size and nature of its business except for erstwhile Info
Print Solutions India Private Limited which got merged with the Company
w.e.f 1st November 2011 which does not have an internal audit system.
17. According to the information and explanations given to us and on an
overall examination of the Financial Statements of the Company, funds
raised on short-term basis have, prima-facie, not been used during the
year for long term investments except for erstwhile Info Print
Solutions India Private Limited which got merged with the Company w.e.f
1st November 2011where short term funds amounting to Rs. 180.54 lacs
have been used for long term investment in fixed assets and operations
of the erstwhile Company.
REPLY TO THE AUDITORS' COMMENTS
As is evident from the remarks made by the Auditors in their Report
itself, the observations made is limited to the erstwhile Info Print
Solutions India Private Limited which got merged with the company w.e.f
1st November, 2011 i.e. none of the points referred by the Auditors
pertains to Ricoh India Limited. Now as the process of Amalgamation is
completed and Info Print Solutions India Private Limited has become
part and parcel of Ricoh India Limited and have lost its entity, the
observations relating to Inventory Control, Internal Control and
Internal Audit will be taken care of by the well established systems
of Ricoh India Limited. In respect of observation made in Point No. 17,
the Company will take necessary action after getting
The remaining points of the Auditors' Report are self-explanatory and,
therefore, does not call for any further comment. A more detailed
discussion on the contingent liabilities wherever necessary has been
done in the Management Discussion and Analysis.
AUDITORS
M/s. Sahni Natarajan and Bahl, the Statutory Auditors of the Company
holds office until the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment. Certificate from the
Auditors has been received to the effect that their re-appointment, if
made, would be within the limits prescribed under Section 224(1B) of
the Companies Act, 1956 and they are not disqualified for
re-appointment within the meaning of Section 226 of the said Act.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 and based on the representation(s) received from operating
Management, the Directors hereby confirm that they have:
a) followed in the preparation of the Annual Accounts the applicable
accounting standards and that there are no material departures;
b) selected such accounting policies and applied them consistently and
made judgments and estimates that reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit or loss of the Company for that
period.
c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; and
d) prepared the Annual Accounts on a going concern basis.
ACKNOWLEDGEMENT
The Directors place on record their appreciation towards the
cooperation and support extended to the Company by Government
Authorities, Bankers, Suppliers, Customers and other Stakeholders whose
continued support has been a source of strength to the Company. Your
Directors further wish to place on record their sincere appreciation
for the dedicated contribution made by all the Executives, Staff and
Workers of the Company in the achievements of the Company during the
year under review.
The Directors also take this opportunity to express their deep
gratitude for the continued cooperation and support received from its
esteemed Shareholders.
For and on Behalf of the Board of Directors
T. Takano
Managing Director
Place: New Delhi U. P. Mathur R. K. Pandey
Dated: 24th July 2012 Director Director
Mar 31, 2011
To the Members,
The Directors are pleased to present the 18th Annual Report on the
business and operations of the Company together with the Audited
Accounts for the year ended 31st March, 2011.
FINANCIAL HIGHLIGHTS
The Performance of the Company for the financial year ended 31st March,
2011 is summarised below:
(Rs. in lacs)
Particulars For the year ended For the year ended
31st March, 2011 31st March, 2010
Net Sales 29,615.21 25,653.12
Other Income 189.14 292.21
Total Income 29,804.35 25,945.33
(Increase)/ Decrease in Stock in Trade (2,234.99) 1,781.96
Material Cost 19,259.16 12,696.55
Staff Cost 4,308.05 3,866.42
Other Expenditure 5,531.40 4,436.13
Profit Before Restructuring Cost,
Interest & Depreciation 2,940.73 3,164.28
Restructuring Cost - -
Interest & bank Charges 36.55 84.79
Depreciation 361.13 296.30
Amortisation of Goodwill - -
Prior Period expenses - 3.52
Profit/ (Loss) Before Tax 2,543.05 2,779.67
Provision for Tax:
Current Tax (934.70) (860.29)
Earlier years (7.51) (0.69)
Deferred tax 37.23 (195.00)
Fringe benefit Tax - -
Net Profit/(Loss) after Tax 1,638.07 1,723.69
Balance B/F from Previous year 7,041.61 5,317.93
Transitional Provision as per AS Ã15
on employee benefit - -
Appropriations:
Capital Redemption Reserve - -
Proposed dividend - -
Corporate dividend tax - -
Balance Carried Forward 8,679.68 7,041.62
OVERVIEW
India, as an emerging global economy, largely recovered from the
effects of the global recession of the preceding years and witnessed an
impressive economic growth of close to 9% during 2010-11.
In the year under review, the unit sales of the Company grew by about
17% as against a meager growth of 1% in the Financial year 2009-10.
Correspondingly, the revenue also grew by about 15% as compared to a
revenue growth of 6% in the Financial year 2009-10. Increased sales
activity together with launch of new products like High End Production
Printers, helped us to achieve this high growth.
We have also recently made deeper inroads into the IT Services market
for which a huge potential exists in India. This initiative will
further accelerate our growth momentum. Additionally, we will continue
and intensify our business development initiatives by delivering new
value propositions to our customers to further augment our growth in
the next year.
A more detailed discussion and analysis on the performance of the
Company in retrospect as well as the outlook and focus in the year
2010-11 is contained elsewhere under the chapter on Management
Discussion and Analysis.
ACQUISITION OF BUSINESS INTEREST IN MOMENTUM INFOCARE PRIVATE LIMITED
The Company with a view to achieve diversification and expansion by
mean of offering comprehensive office solutions and new products to
enhance customer satisfaction, carried out its maiden business
acquisition in the field of Information Technology (IT) by acquiring
the business of Momentum Infocare Private Limited (MIPL), a Noida based
leading IT Company.
MIPL is recognised in the Market for its ability to timely deliver
complex system integration projects by a team with deep understanding
of technology and business needs, and as an organisation providing the
highest level of customer satisfaction through continuous improvement
in quality systems.
Through this business acquisition, the Company will obtain the
requisite competency, knowledge and skills to offer a comprehensive
range of IT enabled services to our customers that would bring work
efficiencies, cost reduction and a complete turnaround in the working
of our customers' workplaces. This would further propel our endeavours
to position ourselves as a One Stop Solution and Service provider to
our customers and consolidate our position in the IT Services Market.
The Company is confident of tapping sizable business from this
alignment.
DIVIDEND
In order to conserve the resources for the business to meet the
challenges of the future business expansion opportunities, your
Directors do not recommend payment of dividend for the year 2010-11.
FIXED DEPOSITS
During the period under review, the Company did not raise funds by way
of fixed deposits.
INTERNAL AUDIT SYSTEMS
The In-house Operations Audit Group of the Company carried out internal
audits at various locations as per planned schedule. The internal
audit is oriented towards examining the status of the operations of the
internal controls at various levels. Additionally, the Audit Group
regularly undertakes support action programmes to strengthen controls,
wherever any control weakness is observed.
CORPORATE GOVERNANCE
The Company is committed towards implementation of the best practices
of Corporate Governance. A separate section on Corporate Governance as
required pursuant to Clause 49 of the Listing Agreement, with the Stock
Exchange and a Practicing Company Secretary's Certificate regarding
compliance of conditions of Corporate Governance are made a part of
this Annual Report.
AUDIT COMMITTEE
Pursuant to the provisions of Section 292A of the Companies Act, 1956,
your Company has an Audit Committee of the Board of Directors which
comprises of the following members:
1) Mr. U. P. Mathur - Chairman
2) Mr. D. C. Singhania - Member
3) Mr. R. K. Pandey - Member
4) Mr. M. Ishida - Member
DIRECTORS
The tenure of Mr. N.Maitra as the Managing Director of the Company
ended on 31st March, 2011 and consequently with the end of his tenure
he also retired from the Board of the Company as a Director. The Board
places on record its appreciation for the valuable services rendered by
Mr. N.Maitra while on the Board of the Company. The Board of Directors
in their meeting held on 1st April, 2011 co-opted Mr. Tetsuya Takano as
an Additional Director on the Board of the Company and also appointed
Mr. Tetsuya Takano as the Managing Director and Chief Executive Officer
of the Company. It is proposed to obtain consent of members of the
company for the appointment of Mr. Tetsuya Takano as a Director of the
Company and also as Managing Director designated as Managing Director
and Chief Executive Officer of the Company.
In accordance with the provisions of the Companies Act, 1956 and
Article 119 of the Article of Association of the Company, Mr. M. Ishida
and Mr. R.K. Pandey retire by rotation and being eligible offer
themselves for re-appointment.
The relevant details/dates of the resignation and appointment of the
Directors as given in the Corporate Governance Report also form part of
this Directors Report.
All the Directors have given disclosures under section 299 of the
Companies Act, 1956.
As specified in section 274 of the Companies Act, 1956 as amended by
the Companies (Amendment) Act, 2000, none of the Directors of the
Company is disqualified from being appointed as Director.
CHANGE OF REGISTERED OFFICE WITHIN THE CITY LIMITS OF MUMBAI
The Company has changed its Registered Office within the local limits
of City of Mumbai with effect from 29th November, 2010. The same was
done keeping in view the space constraints in the old office and to
facilitate better administrative control over the affairs of the
Company.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary within the meaning of Section
212 of the Companies Act, 1956.
QUALITY INITIATIVES
The company is committed to driving Business Excellence initiatives
through various TQM tools and techniques. A new step in that direction
is also the adoption of the Malcolm Baldrige self assessement framework
in 2010 to improve the effectiveness of various processes within the
organization. The commitment to quality is also borne by the fact that
the company's Quality Management System conforms to ISO 9001-2008 & ISO
140001-2004 standards.
SOCIAL & ENVIRONMENTAL INITIATIVES
In line with the Ricoh Group's commitment to the environment and
sustainable society that recycle resources and conserve energy, we
collaborated with TERI on its 'Light a Billion Lives' campaign. and
adopted two villages (Benefitting 100 rural families) one each at
Uttarakhand and Madhya Pradesh respectively. In this campaign solar
lantern is provided to a rural family that lacks access to electricity.
This not only replaces kerosene lanterns and is more
environment-friendly, but also empowers the under-privileged family by
making it easier to study, work and cook under clean and better light.
We donated 8 refurbished photocopiers to an NGO working towards for
welfare of old age people. Ricoh India Limited has also sponsored the
education of 14 poor and needy children at Ranchi, Jharkhand.
INDUSTRIAL RELATIONS
The Company has maintained cordial relationship with the recognised
Union(s).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required by the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are given in the prescribed
format as Annexure I to the Directors' Report.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, is provided in Annexure II to the Directors' Report.
CEO/ CFO CERTIFICATION
The Managing Director and the Chief Financial Officer of the Company
have certified to the Board, in the manner required under the Corporate
Governance Code, concerning the Annual Financial Statements.
COMMENTS ON AUDITORS' REPORT
The notes to the Accounts referred to in the Auditors' Report are
self-explanatory and, therefore, does not call for any further comment.
A more detailed discussion on the Contingent Liabilities wherever
necessary has been done in the Management Discussion and Analysis.
AUDITORS
M/s. Sahni Natarajan and Bahl, the Statutory Auditors of the Company
are due to retire at conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment. The Company has received a
Certificate from the retiring Auditors regarding their eligibility for
re-appointment under Section 224(1-B) of the Companies Act, 1956 and
has indicated their willingness to continue.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 your
Directors confirm having:
a) followed in the preparation of the Annual Accounts the applicable
accounting standards and that there are no material departures;
b) selected such accounting policies and applied them consistently and
made judgements and estimates that reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit or loss of the Company for that
period.
c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; and
d) prepared the Annual Accounts on a going concern basis.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
continued co-operation and support by the Banks, Government
authorities, Business Partners, Customers and other Stakeholders. Your
Directors wish to place on record their sincere appreciation for the
dedicated contribution made by all the Executives, Staff and Workers of
the Company in the achievements of the Company during the year under
review.
For and on Behalf of the Board of Directors
T. Takano M. Ishida
(Managing Director & CEO) (Director)
D. C. Singhania U. P. Mathur R. K. Pandey
(Director) (Director) (Director)
Place: New Delhi
Dated: 21st July 2011
Mar 31, 2010
The Directors are pleased to present the 17th Annual Report on the
business and operations of the Company together with the Audited
Accounts for the year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS
The Performance of the Company for the financial year ended 31st March,
2010 is summarised below:
Particulars For the year ended For the year ended
31st March, 2010 31st March, 2009
Net Sales 25653.12 24193.30
Other Income 292.21 221.20
Total Income 25945.33 24414.50
(Increase)/ Decrease in Stock in Trade 1781.96 (1632.67)
Material Cost 12696.55 15009.93
Staff Cost 3866.42 3643.44
Other Expenditure 4436.13 4736.03
Profit Before Restructuring Cost,
Interest & Depreciation 3164.28 2657.77
Restructuring Cost - -
Interest & bank Charges 84.79 75.72
Depreciation 296.30 253.68
Amortisation of Goodwill - 358.16
Prior Period expenses 3.52 10.13
Profit/ (Loss) Before Tax 2779.67 1960.08
Provision for Tax:
Current Tax (860.29) (642.00)
Earlier years (0.69) (81.74)
Deferred tax (195.00) 71.86
Fringe benefit Tax - (53.81)
Net Profit/(Loss) after Tax 1723.69 1254.39
Balance B/F from Previous year 5317.93 4063.54
Transitional Provision as per AS -15
on employee benefit - -
Appropriations:
Capital Redemption Reserve - -
Proposed dividend - -
Corporate dividend tax - -
Balance Carried Forward 7041.62 5317.93
OVERVIEW
After the fallout of the global financial crisis on the Indian economy
that was felt across all sectors, the financial year 2009- 10 saw a
resurgence of the Indian economy. As against the growth of 6% in the
financial year 2008-09, the Indian economy was on a revival mode
posting a growth rate of 7.4 % in 2009-10.
In the year under review, the Companys unit sales have grown by 1% as
against 7% in the financial year 2008-09. Correspondingly, revenue has
grown by 6% only as compared to 11% in the financial year 2008-09.
With the economy showing signs of revival, we have intensified our
business development initiatives by seeking and delivering new value
propositions to our customers.
A more detailed discussion and analysis on the performance of the
Company in retrospect as well as the outlook and focus in the year
2009-10 is contained elsewhere under the chapter on Management
Discussion and Analysis.
DIVIDEND
In order to conserve the resources for the business to meet the
challenges of the future business expansion opportunities, your
Directors do not recommend payment of dividend for the year 2009-10.
INTERNAL AUDIT SYSTEMS
The In-house Operations Audit Group of the Company carried out internal
audits at various locations as per planned schedule. The internal
audit is oriented towards examining the status of the operations of the
internal controls at various levels. Additionally, the Audit Group
regularly undertakes support action programmes to strengthen controls,
wherever any control weakness is observed.
CORPORATE GOVERNANCE
The Company is committed towards implementation of the best practices
of Corporate Governance. A separate section on Corporate Governance as
required pursuant to Clause 49 of the Listing Agreement, with the Stock
Exchange and a Practicing Company Secretarys Certificate regarding
compliance of conditions of Corporate Governance are made a part of
this Annual Report.
AUDIT COMMITTEE
Pursuant to the provisions of Section 292A of the Companies Act, 1956
your Company has an Audit Committee of the Board of Directors which
comprises of following members:
1) Mr. U. P. Mathur - Chairman
2) Mr. D. C. Singhania - Member
3) Mr. R. K. Pandey - Member
4) Mr. M. Ishida - Member
The Audit Committee was reconstituted on 30th June, 2009 consequent to
the resignation of Mr. I. Uehara. The Board of Directors has inducted
Mr. M. Ishida as a Member of the Committee.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Article 119 of the Article of Association of the Company, Mr. U.P.
Mathur and Mr. N. Majima retire by rotation and being eligible offer
themselves for reappointment. There has been no change in the
constitution of the Board of Directors since the last Annual General
Meeting of the Company held on 17th September, 2009.
The relevant details/dates of the resignation and appointment of the
Directors as given in the Corporate Governance Report also form part of
this Directors Report.
All the Directors have given disclosures under section 299 of the
Companies Act, 1956.
As specified in section 274 of the Companies Act, 1956 as amended by
the Companies (Amendment) Act, 2000, none of the Directors of the
Company is disqualified from being appointed as Director.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary within the meaning of Section
212 of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 your
Directors confirm having:
a) followed in the preparation of the Annual Accounts the applicable
accounting standards and that there are no material departures;
b) selected such accounting policies and applied them consistently and
made judgements and estimates that reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit or loss of the Company for that
period;
c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; and
d) prepared the Annual Accounts on a going concern basis.
COMMENTS ON AUDITORS REPORT
The notes to the Accounts referred to in the Auditors Report are
self-explanatory and, therefore, does not call for any further comment.
A more detailed discussion on the contingent liabilities wherever
necessary has been done in the Management Discussion and Analysis.
FIXED DEPOSITS
During the period under review, the Company did not raise funds by way
of fixed deposits.
QUALITY INITIATIVES
The Company is committed to driving Performance Excellence initiatives
within the organization. It believes that quality in all spheres of the
business is the key to its success. The commitment to quality is also
borne by the fact that the Companys Quality Management System conforms
to ISO 9001-2008 & ISO 14001:2004 Standards.
SOCIAL & ENVIRONMENTAL INITIATIVES
Being a good corporate citizen means striving to be a valued and
respected member of society by contribution to its sustainable growth.
In line with the Ricoh Groups commitment to the environment and
sustainable society that recycle resources and conserve energy, we are
collaborating with TERI on its ÃLight a Billion Lives campaign. We
will be adopting villages and contributing solar lanterns to rural
families that lacks access to electricity. We also do this in offices
across urban India, by providing companies an opportunity to move
towards greener offices through exchange of their old copiers and
collection of used toner bottles/cartridges which are being recycled in
an environment friendly manner with the help of Govt. approve recycler.
INDUSTRIAL RELATIONS
Our Company has maintained cordial relationship with the recognised
Union(s).
DISCLOSURE OF PARTICULARS
Particulars required by the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are given in the prescribed
format as Annexure I to the Directors Report.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended, regarding employees is given in Annexure II to
the Directors Report.
CEO/ CFO CERTIFICATION
The Managing Director and Vice President à Finance & Control have
certified to the Board, in the manner required under the Corporate
Governance Code, concerning the Annual Financial Statements.
AUDITORS
M/s. Sahni Natarajan and Bahl, the Statutory Auditors of the Company
are due to retire at conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment. The Company has received a
Certificate from the retiring Auditors regarding their eligibility for
re-appointment under Section 224(1-B) of the Companies Act, 1956 and
has indicated their willingness to continue.
ACKNOWLEDGMENT
The Directors wish to place on record their appreciation for the
continued co-operation and support by the Banks, Government
authorities, Business Partners, Customers and other Stakeholders. Your
Directors wish to place on record their sincere appreciation for the
dedicated contribution made by all the Executives, Staff and Workers of
the Company in the achievements of the Company during the year under
review.
For and on Behalf of the Board of Directors
N. Maitra M. Ishida
(Managing Director) (Director)
Place: New Delhi D. C. Singhania U. P. Mathur R. K. Pandey
Dated: 29rd July 2010 (Director) (Director) (Director)