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Directors Report of Ricoh India Ltd.

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 –15 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 ‘Light 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 – 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)

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