Directors Report of Richa Industries Ltd.
Mar 31, 2016
Dear Shareholders,
The Directors are delighted to present Twenty Second Annual Report of your Company with the audited financial statements for the year ended March 31, 2016.
Financial Results
The Company''s Financial Performance, for the year ended March 31, 2016 is summarized below (Rs. in Lacs)
|
Particulars |
Current Year 31.03.2016 |
Previous Year 31.03.2015 |
|
Total Revenue |
48096.06 |
30287.86 |
|
Total Expenses |
46793.87 |
29286.74 |
|
Profit before extraordinary items and tax |
1302.19 |
1001.11 |
|
Extraordinary Items |
59.54 |
146.03 |
|
PROFIT BEFORE TAX |
1361.73 |
855.08 |
|
Less: Current Tax |
203.39 |
125.42 |
|
Deferred Tax |
99.23 |
7.42 |
|
PROFIT FOR THE YEAR |
1059.11 |
722.25 |
|
Add: Balance in Profit and Loss Account |
6833.39 |
6111.15 |
|
SUB-TOTAL |
7892.50 |
6833.39 |
|
LESS: APPROPRIATION |
||
|
Transferred to General Reserve |
NIL |
NIL |
|
Proposed Dividend |
NIL |
NIL |
|
Tax on Dividend |
NIL |
NIL |
|
CLOSING BALANCE |
7892.50 |
6833.39 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS
The total revenue from operations of the Company during the year was Rs. 48006.50 lacs against Rs. 30231.19 lacs in the previous financial year and increased by 58.80% as compared with the previous year. The total expenditure during the year was Rs. 46793.87 Lacs against Rs. 29286.74 Lacs in the previous financial year. The increase in total expenditure was mainly due to increase in finance cost, increase in employee benefit expenses, and other administrative expenses so on.The Company has earned a Net Profit of Rs 1059.11 Lacs as against the profits of Rs 722.25 Lacs in last year.
The Basic and Diluted Earnings Per Share (EPS) computed in accordance with the Accounting Standard- 20 issued by the Institute of Chartered Accountants of India was Rs.4.59 Per share respectively as against Rs. 3.24 Per share during the previous year.
TRANSFER TO RESERVE
No amount is appropriated from Profit and Loss Account and transferred to any reserve amount.
DIVIDEND
Based on the Company''s performance, the Directors does not recommend any dividend for the financial year 2015-16 due to the requirement of working capital
SHARE CAPITAL
During the year under review, the issued, subscribed and paid up capital stood at Rs 23.43 Crore as at March 31, 2016 against Rs 22.31 Crore as at 31st March, 2015.
During the year under review, the Company has issued & allotted 11, 15,000 equity shares of Rs 10/- each fully paidup at a premium of Rs. 20.74 each to the Promoter and Promoter group of the Company on preferential basis.
During the year under review, the company has not issued equity shares with differential voting rights, sweat equity shares nor has it granted any stock option. There was no public issue, rights issue, bonus issue etc. during the year.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis Report for the year under review, as stipulated in the Regulation 34 (2) (e) SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, is presented in a separate section forming part of the Annual Report.
EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013, is included in this report as Annexure-II and forms an integral part of this report.
NUMBER OF MEETING OF THE BOARD
Thirteen Board Meetings was held during the financial year 2015- 2016. The details of the number of meetings of the Board held during the Financial Year 2015-16 forms part of the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the Best of Knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013:
(I) that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed along with proper explanation relating to material departure, if any
(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date
(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
(iv) that the Director have prepared the annual accounts on a going concern basis
(v) that the Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and are operating effectively; and
(vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES
In accordance with the provision of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sandeep Gupta Director retires by rotation and being eligible offer himself for reappointment at the ensuring Annual General Meeting.
Ms. Sonia Nankani, an Independent Director of the Company after her designated tenure on the Board Since 2014, tendered her resignation to take effect from close of office hours on 24th December, 2015.
Mr. Manish Gupta, a Whole Time Director of the Company after his designated tenure on the Board, tendered his resignation to take effect from close of office hours on 11th May, 2015 and appointed as President-Textile Division of the Company.
The Board of Directors of the Company, in its meeting held on 30th May, 2016 has taken the decision regarding change in Designation of Key Managerial Personnel i.e. Dr. Sandeep Gupta from Joint Managing Director to Managing Director & Mr. Sushil Gupta from Chairman cum Managing Director to Chairman cum Director of company w.e.f. 13th June, 2016
Ms. Bhawana Singhal was appointed as an Additional Director (Independent Director) w.e.f 23rd March, 2016 pursuant to the provision of Section 161(1) of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting. The Company has received a notice in writing from a member under section 160 of the Companies Act, 2013 signifying their intention to propose Ms. Bhawana Singhal as a candidate for the office of a director and not be liable to retire by rotation.
There was no change in the Managing Director and Company Secretary, collectively the key Managerial personnel, during the year under review.
Detailed information on the Directors is provided in the Corporate Governance Report.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and as per the Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
BOARD COMMITTEES
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committee along with their composition, number of meeting and attendance at the meeting are provided in the Corporate Governance Report.
REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and senior Management of the Company. This Policy also lays down criteria for selection and appointment of Board members. The detail of this policy is explained in the Corporate Governance Report.
BOARD EVALUATION
Pursuant to the Provision of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a questionnaire was prepared after taking into consideration the various aspects of the Board functioning, composition of the Board and its Committees and performance of duties, obligation and governance. The performance evaluation of the Independent Director was completed. The performance evaluation of the Chairman and the Non -Independent Director was carried out by the Independent Director. The Board of Director expressed their satisfaction with the evaluation process
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY
During the year, the Company has not made any Loans, Guarantees or Investment in terms of the provision of Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
All transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provision of section 188 of the Companies act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. The details of related party transactions are given in the Notes to the financial statements.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report.
ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo, as required to be disclosed under the Act, are provided in Annexure I to this report.
RISK MANAGEMENT
During the year under review, your Company manages monitors and reports on the principal risk and uncertainties that can impact its ability to achieve its strategic objectives. The Company has introduced several improvements to internal controls management and assurance framework and processes to drive a common integrated view of risks, optimal risk mitigation response and efficient management of internal controls and assurance activities.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provision of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social responsibility Policy) Rules 2014 the Board of Director constituted a Corporate Social Responsibility Committee. The Company has undertaken projects in the area of Education Development and Promoting activities related with fields of education. These projects are in accordance with schedule VII of the Companies Act, 2013 and the Company''s CSR Policy. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-III and forms an integral part of this report
CSR COMMITTEE
The CSR Committee comprises of Mr. Sandeep Gupta - Chairman, Mr. Sushil Gupta - Member and Mr. Nitin Agarwal- Member SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review, no Company has become/ceased to be subsidiaries, joint venture and associate during the financial year 2015-2016.
FIXED DEPOSIT
During the year, your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit ) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATION OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this report. The requisite certificate from the auditors of the Company confirming Compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a Whistle Bowler policy to report genuine concerns or grievances. The whistle Bowler Policy has been posted on the Website of the Company (www.richa.in).
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Richa Industries Limited has a comprehensive system of internal control to safeguard the Company''s assets against loss from unauthorized use and ensure proper authorization of financial transactions. The Company has also implemented suitable control measures to ensure that all resources are utilized optimally, financial transactions are reported with accuracy and all applicable laws and regulations are strictly complied. The management of the Company duly considers and takes appropriate action on the recommendations made by the Statutory Auditors, Internal Auditors and the Audit Committee of the Board of Directors.
AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITOR
The Statutory Auditors, M/s. Vijay Singla & Associates, Chartered Accountants, (Firm Registration No: 018099N) has been appointed as Statutory Auditors of the Company in the 21st Annual General Meeting for a period of 5 (Five) years, in terms of provision of Section 139 of the Companies Act, 2013 to hold office from the 21st Annual General Meeting till the conclusion of 26th Annual General Meeting subject to ratification by the members at every Annual General meeting of the Company
The Notes to Accounts referred to in Auditor''s Report are self explanatory and do not call for any further explanation or clarification. The Auditor report does not contain any qualification, reservation or adverse remarks.
COST AUDITOR
As per the requirement of Central Government and pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has carried out the cost records for the Financial Records 2016-2017.
The Board of Directors, on the recommendation of Audit Committee, has appointed Krishan Singh Berk, Cost Accountant (M.No:2724) as cost auditor to audit the Cost accounts of the Company for the financial year 2016-2017. As required under Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual general Meeting for their ratification.
SECRETARIAL AUDITOR
Pursuant to the Provision of Section 204 of the Companies Act, 2013 and rules made there under, the Board has appointed M/s Kapil Kachhawa & Associates, Company Secretary in Practice (C.P. No. 15864) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure-IV and forms an integral part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.
AUDIT COMMITTEE
The Audit Committee comprises of Ms. Bhawana Singhal (Chairman), Dr. Sandeep Gupta and Mr. Nitin Agarwal as members. All the recommendations made by the Audit Committee were accepted by the Board.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
During the year under, review, Industrial relations in the Company continue to be cordial and peaceful. Your Company strives to provide the best working environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. Every initiative and policy of the Company takes care of welfare of all its employees. The human resource development function of the Company is guided by a strong set of values and policies. The details of initiatives taken by the Company for the development of human resource are given in Management Discussion and Analysis Report. The Company maintained healthy, cordial and harmonious industrial relations at all levels throughout the year.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its Redressal is placed on the Intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
In terms of the provisions of Section 197(12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, During the year, none of the employee was in receipt of remuneration of Rs 5, 00,000/- per month or Sixty Lacs during the year and for the part of the year.
The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-V and form an integral part of this report. During the FY 2016, the Company had 618 employees.
STATUTORY INFORMATION
The Business Responsibility Reporting as required by Regulation 34 (2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is not applicable to your Company for the financial year ending March 31, 2016.
APPRECIATION
The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.
For and on Behalf of the Board of Directors
Date : May 30, 2016 Sushil Gupta
Place: Faridabad Chairman & Managing Director
Mar 31, 2015
Dear Shareholders,
The Directors are delighted to present Twenty first Annual Report of
your Company with the Audited Financial Statements for the year ended
March 31,2015.
Financial Results
The Company''s Financial Performance, for the year ended March 31,2015
is summarized below:
(Rs. In Lacs)
Particulars Current Year Previous Year
31.03.2015 31.03.2014
Total Revenue 30287.86 27754.22
Total Expenses 29286.74 25896.88
Profit before extraordinary items and tax 1001.11 1857.34
LESS: Extraordinary Items 146.02 944.60
PROFIT BEFORE TAX 855.09 912.74
Less: Current Tax 125.42 (25.53)
Deferred Tax 7.42 (3.07)
PROFIT FOR THE YEAR 722.25 941.34
Add: Balance in Profit and Loss Account 6111.14 5248.19
SUB-TOTAL 6833.39 6189.53
LESS: APPROPRIATION
Transferred to General Reserve NIL 47.07
Proposed Dividend NIL 26.95
Tax on Dividend NIL 4.37
CLOSING BALANCE 6833.39 6111.14
RESULTS OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS
The total income of the Company during the year was Rs. 30231.19 lacs
against Rs. 27650.07 lacs in the previous financial year. There was
slightly increase from the last financial year. The operating profit
Margin declined from 16.77% in FY 2014 to 15.08% in FY15 on account of
increase in manpower costs and change in depreciation method in FY
2015. As a results, net profit margin also decrease from 3.40% in
FY2014 to 2.39% in FY 2015
The basic and diluted earning per share (EPS) computed in accordance
with the Accounting Standard- 20 issued by the Institute of Chartered
Accountants of India was Rs.3.83 Per share respectively as against Rs.
4.09 Per share (basic) for the previous year.
TRANSFER TO RESERVE
No amount is appropriated from Profit and Loss Account and transferred
to any reserve amount.
DIVIDEND
Based on the Company''s performance, the Directors does not recommend
any dividend for the financial year 2014-15. due to the requirement of
working capital.
SHARE CAPITAL
The Paid up equity Share Capital as on 31 March 2015 was Rs 22.31
Crore. During the year under review, the Company has not issued shares
with differential voting rights, sweat equity shares nor has it granted
any stock option. There was no public issue, rights issue, bonus issue
or preferential issue etc. during the year.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
CREDIT RATING
The Company Financial Discipline and prudence is reflected in the
Moderate Credit ratings ascribed by the Rating Agency as given below:
Instrument Rating Agency RatingOutlook
Long Term Debt Brickwork Rating BWR BB Stable
Short Term Debt Brickwork Rating BWR A4 Stable
EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form
MGT-9, as required under section 92 of the Companies Act, 2013, is
included in this report as Annexure-II and forms an integral part of
this report.
NUMBER OF MEETING OF THE BOARD
Nine Board Meeting was held during the financial year 2014- 2015. The
details of the number of meetings of the Board held during the
Financial Year 2014-15 forms part of the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the Best of Knowledge and belief and according to the information
and explanations obtained by them your Directors make the following
statement in terms of section 134(3) (c) of the Companies Act, 2013:
(i) that in the preparation of the annual accounts for the year ended
March 31, 2015, the applicable accounting standards read with
requirements set out under Schedule III of the Act, have been followed
along with proper explanation relating to material departure, if any
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company as at March 31,2015 and of the profit of the
Company for the year ended on that date
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities
(iv) that the Director have prepared the annual accounts on a going
concern basis
(v) that the Directors have laid down internal financial control to be
followed by the Company and that such internal financial control are
adequate and are operating effectively; and
(vi) that the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES
In accordance with the provision of Section 152 of the Companies Act
2013 and the Company Articles of Association, Mr. Sushil Gupta Director
retires by rotation and being eligible offer himself for reappointment
at the ensuring Annual General Meeting.
Mr. Manish Gupta, a Whole Time Director of the Company after his
designated tenure on the Board Since 2005, tendered his resignation to
take effect from close of office hours on May 11,2015.
Mr. Jai Prakash Malohtra, an independent Director of the Company after
his designated tenure on the Board Since 2008, tendered his resignation
to take effect from close of office hours on March 31,2015.
Mr. Neeraj Bajaj, an Independent Director of the Company after his
designated tenure on the Board since 2005, tendered his resignation to
take effect from close of office hours on August 14, 2014.
During the year under review, the members approved the appointment of
Ms. Sonia Tahiliani as an Independent Director. The members have also
re-appointed Mr. Sandeep Gupta as the Joint Managing Director & CFO and
Mr. Sushil Gupta, Managing Director and Mr. Manish Gupta, whole time
Director of the Company.
There was no change in the Managing Director and Company Secretary,
collectively the key Managerial personnel, during the year under
review.
Detailed information on the Directors is provided in the Corporate
Governance Report.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of the listing agreement.
REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
senior Management of the Company. This Policy also lays down criteria
for selection and appointment of Board members. The detail of this
policy is explained in the Corporate Governance Report.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY
Details of Loan, Guarantees and Investment covered under the provision
of Section 186 of the Companies Act 2013 are given in the Notes to the
financial statements.
RELATED PARTY TRANSACTIONS
All transactions entered with related parties for the year under review
were on arm''s length basis and in the ordinary course of business and
that the provision of section 188 of the Companies act, 2013 are not
attracted. Thus disclosure in form AOC-2 is not required. The details
of related party transactions are given in the Notes to the financial
statements.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end
of the financial year of the Company and the date of this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Particulars relating to conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure I to this report.
RISK MANAGEMENT
During the year under review, your Company manages monitors and reports
on the principal risk and uncertainties that can impact its ability to
achieve its strategic objectives. The Company has introduced several
improvements to internal controls management and assurance framework
and processes to drive a common integrated view of risks, optimal risk
mitigation response and efficient management of internal controls and
assurance activities.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provision of Section 135 of the Companies Act,
2013 read with Companies (Corporate Social responsibility Policy) Rules
2014 the Board of Director constituted a Corporate Social
Responsibility Committee. However, the Corporate Social Responsibility
policy relates to the activities to be undertaken by the Company as
specified in Schedule VII to the Act is under finalization. The
activities as specified in Schedule-VII should be carried out in
accordance with the Corporate Social Responsibility Policy when the
same is finalized. However, due to this Company has not spent any
amount on CSR activities.
CSR COMMITTEE
The CSR Committee comprises of Mr. Sandeep Gupta (Chairman), Mr. Nitin
Agarwal and Mr. Sushil Gupta as members. SUBSIDIARIES, JOINT VENTURE
AND ACCOCIATE COMPANIES
During the year under review, no Company has become/ceased to be
subsidiaries, joint venture and associate during the financial year
2014-2015.
BOARD EVALUATION
Pursuant to the Provision of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, The Board of Director of the Company has
established a framework for the evaluation of its own performance and
that of its Committees and individual Directors of the Company in
consultation with the engaged consultant.
The certain parameters covering the evaluation of the Chairman,
Managing Director and Independent Directors have been fixed by the
Board on the basis of which the evaluation is being carried out on
annual basis in terms of the provision of the Companies Act, 2013.
FIXED DEPOSIT
During the year, your Company has not accepted any deposits within the
meaning of section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit ) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGUALTION OR COURTS
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the corporate governance requirements set out
by SEBI. The report on Corporate Governance report as stipulated under
the listing agreement forms an integral part of this report. The
requisite certificate from the auditors of the Company confirming
Compliance with the conditions of corporate governance is attached to
the report on Corporate Governance.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a Whistle Bowler policy to report genuine concerns or
grievances.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Richa Industries Limited has a comprehensive system of internal control
to safeguard the Company''s assets against loss from unauthorized use
and ensure proper authorization of financial transactions.
The Company has also implemented suitable control measures to ensure
that all resources are utilized optimally, financial transactions are
reported with accuracy and all applicable laws and regulations are
strictly complied.
The management of the Company duly considers and takes appropriate
action on the recommendations made by the Statutory Auditors, Internal
Auditors and the Audit Committee of the Board of Directors.
AUDITORS AND AUDITORS'' REPORT
STATUTORY AUDITOR
M/s Vijay Singla & Associates., Chartered Accountants, (Firm
Registration No: 018099N) Statutory Auditors of the Company hold office
up to the forthcoming Annual General Meeting and are recommended for
re-appointment to audit the accounts of the Company for the financial
year 2015-2016.
As required under the provision of Section 139 of the Companies Act,
2013, the Company has obtained written confirmation from M/s Vijay
Singla & Associates that their appointment, if made, would be in
conformity with the limits specified in the said Section.
The Notes to Accounts referred to in Auditor Report are self
explanatory and do not call for any further explanation or
clarification. The Auditor report does not contain any qualification,
reservation or adverse remarks.
COST AUDITOR
The Board has appointed the M/s Krishan Singh Berk as a Cost Auditor
for conducting the Cost Audit records of the Company for the financial
year 2015-2016.
SECRETARIAL AUDITOR
Pursuant to the Provision of Section 204 of the Companies Act, 2013 and
rules made thereunder, the Board has appointed M/s Deepak Singh &
Associates, Company Secretaries in Practice (C.P No. 13776) to
undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is included as Annexure-III and forms an integral part of this
report. The Secretarial Audit report does not contain any
qualification, reservation or adverse remarks.
AUDIT COMMITTEE
The Audit Committee comprises of Ms. Sonia Tahiliani, (Chairman), Dr.
Sandeep Gupta and Mr. J.P. Malhotra as members. All the recommendations
made by the Audit Committee were accepted by the Board.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
During the year under, review, Industrial relations in the Company
continue to be cordial and peaceful. Your Company strives to provide
the best working environment with ample opportunities to grow and
explore. Your Company maintains a work environment that is free from
physical, verbal and sexual harassment. Every initiative and policy of
the Company takes care of welfare of all its employees. The human
resource development function of the Company is guided by a strong set
of values and policies. The details of initiatives taken by the Company
for the development of human resource are given in Management
Discussion and Analysis Report. The Company maintained healthy, cordial
and harmonious industrial relations at all levels through out the year.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company''s policy requires conduct of operations in
such a manner, so as to ensure safety of all concerned, compliances
environmental regulations and preservation of natural resources as
required by the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013, the Company has formulated and
implemented a policy on prevention of sexual harassment at workplace
with a mechanism of lodging complaints. Its redressal is placed on the
Intranet for the benefit of its employees. During the year under
review, no complaints were reported to the Board.
AWARDS & CERTIFICATES
Richa Industries has become the First PEB Organization to Be Certified
for OHSAS 18001:2007 by IRQS in 2015. Richa Industries has received
approval from the Research, Designs and Standards Organization (RDSO)
of the Ministry of Railways for Fabrication and Supply of Steel Bridge
Girders of the Indian Railways.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
In terms of the provision of Section 197(12) of the Act read with Rules
5 (2) and 5 (3) of the Companies (Appointment and remuneration of
Managerial Personnel) Rule, 2014 none of the employee during the
financial year was in receipt of remuneration in the aggregate of sixty
lakh rupees or more or Rs 5,00,000/- per month or more.
The information required under Section 197(12) of the Companies Act,
2013 read with rule 5(1) Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and forming part of the Directors''
Report for the year ended March 31,2015 is given in a separate Annexure
to this Report. During the FY 2015, the Company had 648 employees.
The above Annexure is not being sent along with this Report to the
Members of the Company in line with the provision of Section 136 of the
Companies Act, 2013. Members who are interested in obtaining these
particulars may write to the Company Secretary at the Registered Office
of the Company. The aforesaid Annexure is also available for inspection
by Members at the Registered Office of the Company, 21 days before the
21st Annual General Meeting and up to the date of the ensuing Annual
General Meeting during the business hours on working days.
STATUTORY INFORMATION
The Business Responsibility Reporting as required by Clause 55 of the
Listing Agreement with the Stock exchange is not applicable to your
Company for the financial year ending March 31,2015.
APPRECIATION
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees in the
Company and the cooperation extended by Banks, customers and
shareholders of the Company and looks forward to a continued mutual
support and co-operation.
For and on Behalf of the Board of Directors
SUSHIL GUPTA
Date: May 29, 2015 Chairman & Managing Director
Mar 31, 2014
Dear Members,
The Directors are delighted to present Twentieth Annual Report of your
Company with the audited statement of accounts for the year ended March
31,2014.
Financial Results
Highlights of financial results for the year are as follows:
(Rs. In Lacs)
Current Year Previous Year
ParticularS 31.03.2014 31.03.2013
Gross Sales 27650.07 26960.17
Other Income 104.14 177.49
Increase/(Decrease) in Stock 743.42 30.38
Total Revenue 27754.21 27137.66
Profit before Interest,
Depreciation & Tax 3778.09 4568.84
Interest 2256.30 2333.70
Depreciation 609.05 750.37
Profit before Tax 9127.42 1483.02
Tax including Deferred Tax/
Fringe Benefit Tax -28.59 146.71
Profit after Tax 941.34 1336.30
Balance brought forward from
previous year 5248.19 4077.06
Amount available for distribution 6189.53 5413.36
Proposed Dividend Nil 84.63
Tax on Dividend NIL 13.72
Transfer to Reserves 47.06 66.81
Balance carried to Balance Sheet 6111.14 5248.19
OPERATIONS
The total income of the Company during the year was Rs. 27650.07 lacs
against Rs. 26960.17 Lacs in the previous financial year. There was
slightly increase from the last financial year. The total expenditure
during the year was Rs. 25896.88 Lacs against Rs. 24843.61 Lacs in the
previous financial year. The increase in total expenditure was mainly
due to increase in consumption of raw material, increase in employee
benefit expenses, and other administrative expenses so on.
The profit before tax for the year under review was lower at Rs.
9127.42 Lacs from Rs.1483.02 Lacs in the previous financial year and
the same were the case of the profit after tax for the year under
review at Rs. 941.34 lacs compared to Rs. 1336.30 Lacs in the previous
financial year.
The basic and diluted earning per share (EPS) computed in accordance
with the Accounting Standard- 20 issued by the Institute of Chartered
Accountants of India was Rs. 4.09 Per share respectively as against Rs.
4.22 per share (basic & di- luted) for the previous year.
Management Discussion & Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agree- ment with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
Board of Directors
In accordance with the provision of Section 152 of the Companies Act
2013 and the company Articles of Association, Mr. Sandeep Gupta,
Director, retires by rotation and being eligible, offer himself for
reappointment at the ensuring Annual General Meeting.
Necessary resolution seeking the approval of the shareholder for the
reappointment of Mr. Sandeep Gupta forms parts of the notice convening
the Annual general Meeting. In terms of clause 49 (IV) (G) (i) of the
listing agreement entered into with the Bombay Stock exchange limited,
all the requisite detail about the director seeking reappointment at
the ensuring Annual General Meeting form part of the Notice convening
the Annual general Meeting Further, Pursuant to clause 49 (IV) (E) (iv)
of the Listing Agreement, the shareholders may take note that none of
the Non- Executive Directors hold any shares/ convertible instruments
in the company as on the date of this report.
Fixed Deposit
During the year, your Company has not accepted any fixed deposits from
the public under Section 58A or 58AA of the Com- panies Act, 1956 and
is therefore not required to furnish information in respect of
outstanding deposits under Companies (Acceptance of Deposit) Rules,
1975.
Dividend
Based on the Company''s performance, the Directors does not recommend
any dividend for the financial year 2013-2014 due to economic slow down
and requirement of more working capital as company is entering into
Government projects.
Unclaimed Share Suspense Account
In terms of clause 5A(I) of the Listing Agreement the company reports
the following details in respect of the equity shares lying in the
suspense account which were issued in demat form pursuant to the public
issue of Richa Industries Limited.
In terms of Clause 5A (II) of the Listing Agreement the company had
transferred 835 unclaimed equity shares which were standing registered
under folio into the Richa Industries Limited-Unclaimed Share Suspense
Account.
Transfer to Reserves
The Company proposes to transfer Rs. 47,06,706.63 to the General
Reserve out of the amount available for appropriations and an amount of
Rs. 52,48,19,245.43 is proposed to be retained in the Profit and Loss
Account.
Corporate Governance
The Company complies with the clauses of Listing Agreement entered into
with the Bombay Stock Exchange where the Company''s shares are listed.
Further, in terms of the provisions of Clause 49 of the Listing
Agreement, your Company has complied with the requirements of Corporate
Governance and a Report on Corporate Governance together with
certificate from the Company''s Auditors confirming compliance, is set
out in a statement, which forms part of this Annual Report.
Your Company has appointed M/s AGB & Associates, Practicing Company
Secretaries, to conduct limited purpose Secre- tarial Audit of the
Company for the financial year ended March 31, 2014. The emphasis of
the report to see the compliance under the applicable provisions of the
Companies Act, 1956, Depositories Act, 1991, Listing Agreement with
Bombay Stock Exchange, Securities Contract (Regulation) Act, 1956,
during a particular quarter with reference to the transaction carried
out by the company and all the regulations of SEBI as applicable to the
Company including SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009 and SEBI (Prohibition of Insider Trading)
Regulations, 1992 and the amend- ments made there under. Observations
of the secretarial auditors raised from time to time are being
addressed by the management.
Auditors and Auditors'' Report
M/s Tayal & Co., Chartered Accountants, Statutory Auditors of the
Company will retire at the conclusion of the ensuing Annual General
Meeting and, being eligible, offer themselves for re-appointment. The
Company has received a certificate from the auditors to the effect that
their re-appointment if made, would be in accordance with the
provisions of section 141 (3)(g) of the Companies Act, 2013. The
Directors recommend the re-appointment of M/s Tayal & Co. as Statutory
Auditors of the Company.
The observations of Statutory Auditors in their report read with notes
to the accounts are self explanatory and do not call for any further
explanation or clarification.
Cost Auditors
The company has appointed the M/s Vivek Singh & Associates as a Cost
Auditor for conducting the cost audit records of the Company for the
financial year 2013-2014.
Human Resource Development and Industrial Relation
Your Company strives to provide the best working environment with ample
opportunities to grow and explore. Your Com- pany maintains a work
environment that is free from physical, verbal and sexual harassment.
Every initiative and policy of the Company takes care of welfare of all
its employees. The human resource development function of the Company
is guided by a strong set of values and policies. The details of
initiatives taken by the Company for the development of human resource
are given in Management Discussion and Analysis Report. The Company
maintained healthy, cordial and harmo- nious industrial relations at
all levels through out the year.
Personnel & Particulars of Employees
The industrial relations with the workers and staff of the Company
remained cordial throughout the year. There was unity of objective
among all levels of employees, continuously striving for improvement in
work practices and productivity. Training and development of employees
continue to be an area of prime importance.
Particulars of the employees as required under section 217 (2A) of the
Companies Act, 1956 read with the Companies (Par- ticulars of the
Employees) Amendment Rules, 2011 are not applicable since, none of the
employee of the Company was drawing more than Rs. 60,00,000/- p.a or
Rs. 5,00,000/- p.m for the part of the year. Statement to this effect
is as follows:
Statement pursuant to Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Amendment Rules, 2011 and
forming part of the Directors'' Report for the financial year ended 31st
March, 2014
S. No. Name Designation Remuneration Qualifications
& Nature of Gross (Rs.)
duties
--------------------------NIL---------------------------
Date of Commencement Age in Last
of Employment years Employment
------------------NIL----------------------
Awards & Certificates
During the year under report, your Company has got it Certificate
renewed from ''BSCIC'' ISO 9001:2008 for operating a Quality Management
System in respect of design, development, manufacture and supply of Pre
Engineered Buildings. Your company is now OKEOTEX certified
manufacturing facility. Your company got Customer Excellence Award as
Growth Partner of IOB from Indian Overseas Bank.
Richa Industries awarded by "Indian Achievers Podium", A wing of BPPL,
for Best Promising Pre Engineering Steel Building Manufacturer from
India in their "10th All India Excellence Award " & " 6th Realty
Award". Your Company Richa Industries Limited has ranked 208, India
Fastest Growing Mid- Sized Companies as per Inc. India 500.
Directors'' Responsibility Statement
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 your Directors hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended March
31, 2014, the applicable accounting stand- ards read with requirements
set out under Schedule VI of the Companies Act,1956 have been followed
and there are no material departures for the same.
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true & fair view of the state of affairs of
the Company at the end of the financial year ended March 31, 2014 and
of the profit or loss of the Company for the year ended on that date.
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in ac- cordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) the Directors have prepared the annual accounts of the Company on a
going concern basis.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
A statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo, in accordance with
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given as Annexure I hereto and forms part of this
report.
Acknowledgment
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees in the
Company and the cooperation extended by Banks, Government authorities,
customers and shareholders of the Company and looks forward to a
continued mutual support and co-operation.
By order of the Board of Directors
For Richa Industries Limited
SUSHIL GUPTA
Date: May 30, 2014 Chairman & Managing Director
Place: Faridabad
Mar 31, 2013
Dear Shareholders,
The Directors are delighted to present Nineteen Annual Report of your
Company with the audited statement of accounts for the year ended March
31, 2013.
Financial Results
Highlights of financial results for the year are as follows:
(Rs. In Lacs)
Particulars Current Year Previous Year
31.03.2013 31.03.2012
Gross Sales 26960.17 30141.48
Other Income 182.26 75.62
Increase/(Decrease) in Stock 30.38 1597.62
Total Revenue 27172.81 31814.73
Profit before Interest, Depreciation & Tax 4568.84 3789.60
Interest 2335.45 1969.57
Depreciation 750.37 690.16
Profit Before Tax 1418.61 1129.87
Tax Including Deferred Tax/Fringe Benefit Tax 146.71 521.25
Profit After Tax 1336.30 608.61
Balance Brought Forward From Previous Year 4077.06 3597.22
Amount Available For Distribution 5413.36 4205.83
Proposed Dividend 84.63 84.63
Tax on Dividend 13.72 13.72
Transfer To Reserves 66.81 30.43
Balance Carried To Balance Sheet 5248.19 4077.06
OPERATIONS
The total income of the Company during the year was Rs. 26960.17 lacs
against Rs. 30141.48 Lacs in the previous financial year. This was on
account of weak economic situation of the country and consolidation of
our textile units, which is in line with company`s long term strategic
vision for growth. The total expenditure during the year was Rs.
24878.77 Lacs against Rs. 30622.06 Lacs in the previous financial
year. The decrease in total expenditure was mainly due to decrease in
consumption of raw material, decrease in manufacturing expenses,
interest and so on.
The profit before tax for the year under review was higher at Rs.
2294.04 Lacs from Rs. 1192.66 Lacs in the previous financial year and
the same was the case of the profit after tax for the year under review
at Rs. 1336.30 lacs compared to Rs. 608.61 Lacs in the previous
financial year.
The basic and diluted earning per share (EPS) computed in accordance
with the Accounting Standard- 20 issued by the Institute of Chartered
Accountants of India was Rs. 8.79 per share respectively as against Rs.
7.05 per share (basic & diluted) for the previous year.
Management Discussion & Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
Board of Directors
In terms of Article 138 of the Articles of Associations, Mr. Sushil
Gupta and Mr. Manish Gupta Director, retires by rotation and being
eligible, offer himself for reappointment at the ensuring Annual
General Meeting.
Necessary resolution seeking the approval of the shareholder for the
reappointment of Mr. Sushil gupta and Mr. Manish Gupta forms parts of
the notice convening the Annual general Meeting. In terms of clause 49
(IV) (G) (i) of the listing agreement entered into with the Bombay
Stock exchange limited, all the requisite detail about the director
seeking reappointment at the ensuring Annual General Meeting form part
of the Notice convening the Annual general Meeting
Further, Pursuant to clause 49 (IV) (E) (iv) of the Listing Agreement,
the shareholders may take note that none of the Non Executive Directors
hold any shares/ convertible instruments in the company as on the date
of this report.
Fixed Deposit
During the year, your Company has not accepted any fixed deposits from
the public under Section 58A or 58AA of the Companies Act, 1956 and is
therefore not required to furnish information in respect of outstanding
deposits under Companies (Acceptance of Deposit) Rules, 1975.
Dividend
Based on the Company''s performance, the Directors are pleased to
recommend for approval of the members a final dividend of 5% i.e Rs.
0.50 per share for the financial year 2012-13 on the capital of
16,925,554 Equity Shares of Rs. 10 /- each. The final dividend on the
Equity Shares, if approved by the members would involve a cash outflow
of Rs. 8,462,777/- excluding dividend tax. The total cash outflow on
account of dividend including dividend tax for the year 2012-13 would
aggregate to Rs. 13, 72,874/ resulting in a payout of 11.72% of the
profit after tax.
Credit Rating
Under Review by India Rating and Research (P) Ltd. (Fitch Group)
Unclaimed Share Suspense Acount
In terms of clause 5A(I) of the Listing Agreement the company reports
the following details in respect of the equity shares lying in the
suspense account which were issued in demat form pursuant to the public
issue of Richa Industries Limited.
In terms of Clause 5A (II) of the Listing Agreement the company had
transferred 835 unclaimed equity shares which were standing registered
under folio into the Richa Industries Limited-Unclaimed Share Suspense
Account.
Transfer to Reserves
The Company proposes to transfer Rs. 66,81,515.22 to the General
Reserve out of the amount available for appropriations and an amount of
Rs. 52,48,19,245.43/- is proposed to be retained in the Profit and Loss
Account.
Postal Ballot
The Board of Directors of the Company at their meeting held on 6th May,
2013 for the issue of 70,99,446/- equity shares pursuant to the process
of preferential allotment. The company has dispatch the Postal Ballot
Notice to the shareholders on 13th May, 2013.
Corporate Governance
The Company complies with the clauses of Listing Agreement entered into
with the Bombay Stock Exchange where the Company''s shares are listed.
Further, in terms of the provisions of Clause 49 of the Listing
Agreement, your Company has complied with the requirements of Corporate
Governance and a Report on Corporate Governance together with
certificate from the Company''s Auditors confirming compliance, is set
out in a statement, which forms part of this Annual Report.
Secretarial Audit Report
Your Company has appointed M/s AGB & Associates, Practicing Company
Secretaries, to conduct limited purpose Secretarial Audit of the
Company for the financial year ended March 31, 2013. The emphasis of
the report to see the compliance under the applicable provisions of the
Companies Act, 1956, Depositories Act, 1991, Listing Agreement with
Bombay Stock Exchange, Securities Contract (Regulation) Act, 1956,
during a particular quarter with reference to the transaction carried
out by the company and all the regulations of SEBI as applicable to the
Company including SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009 and SEBI (Prohibition of Insider Trading)
Regulations, 1992 and the amendments made there under. Observations of
the secretarial auditors raised from time to time are being addressed
by the management.
Auditors and Auditors'' Report
M/s Tayal & Co., Chartered Accountants, Statutory Auditors of the
Company will retire at the conclusion of the ensuing Annual General
Meeting and, being eligible, offer themselves for re-appointment. The
Company has received a certificate from the auditors to the effect that
their re-appointment if made, would be in accordance with the
provisions of section 224(1B) of the Companies Act, 1956. The Directors
recommend the re-appointment of M/s Tayal & Co. as Statutory Auditors
of the Company.
The observations of Statutory Auditors in their report read with notes
to the accounts are self explanatory and do not call for any further
explanation or clarification.
Human Resource Development and Industrial Relation
Your Company strives to provide the best working environment with ample
opportunities to grow and explore. Your Company maintains a work
environment that is free from physical, verbal and sexual harassment.
Every initiative and policy of the Company takes care of welfare of all
its employees. The human resource development function of the Company
is guided by a strong set of values and policies. The details of
initiatives taken by the Company for the development of human resource
are given in Management Discussion and Analysis Report. The Company
maintained healthy, cordial and harmonious industrial relations at all
levels through out the year.
Personnel & Particulars of Employees
The industrial relations with the workers and staff of the Company
remained cordial throughout the year. There was unity of objective
among all levels of employees, continuously striving for improvement in
work practices and productivity. Training and development of employees
continue to be an area of prime importance.
Particulars of the employees as required under section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of the
Employees) Amendment Rules, 2011 are not applicable since, none of the
employee of the Company was drawing more than Rs. 60,00,000/- p.a or
Rs. 5,00,000/- p.m for the part of the year. Statement to this effect
is as follows:
NIL
Awards & Certificates
During the year under report, your Company has got it Certificate
renewed from ''BSCIC'' ISO 9001:2008 for operating a Quality Management
System in respect of design, development, manufacture and supply of Pre
Engineered Buildings. Your company is now OKEOTEX certified
manufacturing facility. Your company got Customer Excellence Award as
Growth Partner of IOB from Indian Overseas Bank.
Richa Industries awarded by "Indian Achievers Podium", A wing of BPPL,
for Best Promising Pre Engineering Steel Building Manufacturer from
India in their "10th All India Excellence Award " & " 6th Realty
Award". Your Company Richa Industries Limited has ranked 208, India
Fastest Growing Mid- Sized Companies as per Inc. India 500.
Directors'' Responsibility Statement
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 your Directors hereby state and confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed
b) we have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true & fair view of the state of affairs of the
Company at the end of the financial year ended March 31, 2013 and of
the profit or loss of the Company for that period;
c) we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d) we have prepared the annual accounts on a going concern basis.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
A statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo, in accordance with
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given as Annexure I hereto and forms part of this
report.
Acknowledgment
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees in the
Company and the cooperation extended by Banks, Government authorities,
customers and shareholders of the Company and looks forward to a
continued mutual support and co-operation.
By order of the Board of Directors
For Richa Industries Limited
Date: May 30, 2013 Sushil Gupta
Place: Faridabad Chairman & Managing Director
Mar 31, 2012
The Directors are delighted to present Eighteen Annual Report of your
Company with the audited statement of accounts for the year ended March
31, 2012.
Financial Results
Highlights of financial results for the year are as follows:
(Rs. In Lacs)
Particulars Current Year Previous Year
31.03.2012 31.03.2011
Gross Sales 30141.48 22858.12
Other Income 75.62 32.33
Increase/(Decrease) in Stock 1597.62 987.19
Total Revenue 31814.73 23877.64
Profit before Interest,
Depreciation & Tax 3789.60 3433.41
Interest 1969.57 1621.97
Depreciation 690.16 550.14
Profit before Tax 1129.87 1261.30
Tax including Deferred Tax/Fringe
Benefit Tax 521.25 416.49
Profit after Tax 608.61 844.82
Balance brought forward from
previous year 3597.22 2893.66
Amount available for distribution 4205.83 3738.47
Proposed Dividend 84.63 84.63
Tax on Dividend 13.72 14.38
Transfer to Reserves 30.43 42.24
Balance carried to Balance Sheet 4077.06 3597.23
OPERATIONS
The total income of the Company during the year was Rs. 31814.73 lacs
against Rs. 23877.64 Lacs in the previous financial year. The increase
in total income was mainly due to increase in domestic sales and
exports. The total expenditure during the year was Rs. 30622.06 Lacs
against Rs. 22611.50 Lacs in the previous financial year. The increase
in total expenditure was mainly due to increase in consumption of raw
material, increase in manufacturing expenses, interest and so on.
The profit before tax for the year under review was lower at Rs.
1129.87 Lacs from Rs. 1261.30 Lacs in the previous financial year and
the same was the case of the profit after tax for the year under review
at Rs. 608.61 lacs compared to Rs. 844.82 Lacs in the previous
financial year.
The basic and diluted earning per share (EPS) computed in accordance
with the Accounting Standard- 20 issued by the Institute of Chartered
Accountants of India was Rs. 3.60 per share respectively as against Rs.
4.99 per share (basic & diluted) for the previous year.
Management Discussion & Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
Board of Directors
In terms of Article 138 of the Articles of Associations, Mr. Neeraj
Bajaj and Dr. Sandeep Gupta, Director, retires by rotation and being
eligible, offer himself for reappointment at the ensuring Annual
General Meeting.
Necessary resolution seeking the approval of the shareholder for the
reappointment of Mr. Neeraj Bajaj and Dr. Sandeep Gupta forms parts of
the notice convening the Annual general Meeting. In terms of clause 49
(IV) (G) (i) of the listing agreement entered into with the Bombay
Stock exchange limited, all the requisite detail about the director
seeking reappointment at the ensuring Annual General Meeting form part
of the Notice convening the Annual general Meeting
Further, Pursuant to clause 49 (IV) (E) (iv) of the Listing Agreement,
the shareholders may take note that none of the Non Executive Directors
hold any shares/ convertible instruments in the company as on the date
of this report.
Fixed Deposit
During the year, your Company has not accepted any fixed deposits from
the public under Section 58A or 58AA of the Companies Act, 1956 and is
therefore not required to furnish information in respect of outstanding
deposits under Companies (Acceptance of Deposit) Rules, 1975.
Dividend
Based on the Company's performance, the Directors are pleased to
recommend for approval of the members a final dividend of 5% i.e Rs.
0.50 per share for the financial year 2011-12 on the capital of
16,925,554 Equity Shares of Rs. 10 /- each. The final dividend on the
Equity Shares, if approved by the members would involve a cash outflow
of Rs. 8,462,777/- excluding dividend tax. The total cash outflow on
account of dividend including dividend tax for the year 2011-12 would
aggregate to Rs. 13, 72,874/ resulting in a payout of 16.22% of the
profit after tax.
Credit Rating
On the date of printing of Balance Sheet Company enjoys the Credit
rating of BBB- from Fitch Rating which has stable and positive outlook.
Transfer to Reserves
The Company proposes to transfer Rs. 30,43,094.20/- to the General
Reserve out of the amount available for appropriations and an amount of
Rs. 40,77,06,107.28/- is proposed to be retained in the Profit and Loss
Account.
Corporate Governance
The Company complies with the clauses of Listing Agreement entered into
with the Bombay Stock Exchange where the Company's shares are listed.
Further, in terms of the provisions of Clause 49 of the Listing
Agreement, your Company has complied with the requirements of Corporate
Governance and a Report on Corporate Governance together with
certificate from the Company's Auditors confirming compliance, is set
out in a statement, which forms part of this Annual Report.
Secretarial Audit Report
Your Company has appointed M/s AGB & Associates (earlier M/s Ajay Garg
& Associates), Practicing Company Secretaries, to conduct limited
purpose Secretarial Audit of the Company for the financial year ended
March 31, 2012. The emphasis of the report to see the compliance under
the applicable provisions of the Companies Act, 1956, Depositories Act,
1991, Listing Agreement with Bombay Stock Exchange, Securities Contract
(Regulation) Act, 1956, during a particular quarter with reference to
the transaction carried out by the company and all the regulations of
SEBI as applicable to the Company including SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009 and SEBI (Prohibition of
Insider Trading) Regulations, 1992 and the amendments made there under.
Observations of the secretarial auditors raised from time to time are
being addressed by the management.
Auditors and Auditors' Report
M/s Tayal & Co., Chartered Accountants, Statutory Auditors of the
Company will retire at the conclusion of the ensuing Annual General
Meeting and, being eligible, offer themselves for re-appointment. The
Company has received a certificate from the auditors to the effect that
their re-appointment if made, would be in accordance with the
provisions of section 224(1B) of the Companies Act, 1956. The Directors
recommend the re-appointment of M/s Tayal & Co. as Statutory Auditors
of the Company.
The observations of Statutory Auditors in their report read with notes
to the accounts are self explanatory and do not call for any further
explanation or clarification.
Human Resource Development and Industrial Relation
Your Company strives to provide the best working environment with ample
opportunities to grow and explore. Your Company maintains a work
environment that is free from physical, verbal and sexual harassment.
Every initiative and policy of the Company takes care of welfare of all
its employees. The human resource development function of the Company
is guided by a strong set of values and policies. The details of
initiatives taken by the Company for the development of human resource
are given in Management Discussion and Analysis Report. The Company
maintained healthy, cordial and harmonious industrial relations at all
levels through out the year.
Personnel & Particulars of Employees
The industrial relations with the workers and staff of the Company
remained cordial throughout the year. There was unity of objective
among all levels of employees, continuously striving for improvement in
work practices and productivity. Training and development of employees
continue to be an area of prime importance.
Particulars of the employees as required under section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of the
Employees) Amendment Rules, 2011 are not applicable since, none of the
employee of the Company was drawing more than Rs. 60,00,000/- p.a or
Rs. 5,00,000/- p.m for the part of the year. Statement to this effect
is as follows:
Statement pursuant to Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Amendment Rules, 2011 and
forming part of the Directors' Report for the financial year ended
31st March, 2012
S.
No. Name Desig
nation Remuner
ation Qualifi
cations Date of Age in Last
&
Nature
of Gross
(Rs.) Commencement Years Employment
duties of Employment
_ NIL _
Awards & Certificates
During the year under report, your Company has got it Certificate
renewed from 'BSCIC' ISO 9001:2008 for operating a Quality Management
System in respect of design, development, manufacture and supply of Pre
Engineered Buildings. The company has also received GOTS for its IMT
Division.Your Company Richa Industries Limited has ranked 222, India
Fastest Growing Mid- Sized Companies as per Inc. India 500.
Directors' Responsibility Statement
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 your Directors hereby state and confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed and that no material departures is made
from the same.
b) we have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true & fair view of the state of affairs of the
Company at the end of the financial year ended March 31, 2012 and of
the profit or loss of the Company for that period;
c) we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d) we have prepared the annual accounts on a going concern basis.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
A statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo, in accordance with
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given as Annexure I hereto and forms part of this
report.
Acknowledgment
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees in the
Company and the cooperation extended by Banks, Government authorities,
customers and shareholders of the Company and looks forward to a
continued mutual support and co-operation.
By order of the Board of Directors
For Richa Industries Limited
Date: May 30, 2012
Sushil Gupta
Place: Faridabad Chairman & Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors are delighted to present Seventeenth Annual Report of
your Company with the audited statement of accounts for the year ended
March 31, 2011.
Financial Results
Highlights of financial results for the year are as follows:
(Rs. in Lacs)
Current Year Previous Year
Particulars 31.03.2011 31.03.2010
Gross Sales 22858.12 17456.38
Other Income 32.33 78.81
Increase/(Decrease)
in Stock 987.19 332.47
Total Revenue 23877.64 17867.66
Profit before Interest,
Depreciation & Tax 3433.41 2177.36
Interest 1621.97 954.14
Depreciation 550.14 478.31
Profit before Tax 1261.20 744.91
Tax including Deferred
Tax/Fringe Benefit Tax 416.49 178.62
Profit after Tax 844.82 566.29
Balance brought forward
from previous year 2893.66 2454.70
Amount available for
distribution 3738.47 3020.99
Proposed Dividend 84.63 84.63
Tax on Dividend 14.38 14.38
Transfer to Reserves 42.24 28.31
Balance carried to
Balance Sheet 3597.23 2893.66
OPERATIONS
The total income of the Company during the year was Rs. 23877.64 Lac
against Rs. 17867.66 Lac in the previous financial year. The increase
in total income was mainly due to increase in domestic sales and
exports. The total expenditure during the year was Rs. 22616.31 Lac
against Rs. 17122.75 Lac in the previous financial year. The increase
in total expenditure was mainly due to increase in consumption of raw
material, increase in manufacturing expenses, interest and so on.
The profit before tax for the year under review was higher at Rs.
1261.30 Lac from Rs. 744.91 Lac in the previous financial year and the
same was the case of the profit after tax for the year under review at
Rs. 844.82 Lac compared to Rs. 566.29 Lac in the previous financial
year.
The basic and diluted earning per share (EPS) computed in accordance
with the Accounting Standard- 20 issued by the Institute of Chartered
Accountants of India was Rs. 4.99 per share respectively as against Rs.
3.34 per share (basic & diluted) for the previous year.
Management Discussion & Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
Board of Directors
Mr. Nitin Agarwal was appointed as an Additional Director on the Board
w.e.f 10th February, 2011, in accordance with Section 260 of the
Companies Act, 1956. Notices have been received from members pursuant
to Section 257 of the Companies Act, 1956 proposing the appointment of
Mr. Nitin Agarwal as Director on the Board of the Company.
Mr. Jagbir Singh Chaudhary resigned from the Board of Directors of the
Company w.e.f May 30, 2011. The Board places on record the great zeal
and dedication with which Mr. Chaudhary served the company during his
association since May 2008. The Board is deeply grateful for the mature
and professional advice and guidance of Mr. Chaudhary, from which the
company had immensely benefited and acknowledges the role of Mr.
Chaudhary in reaching the Richa Group at its present enviable stature.
In terms of Article 138 of the Articles of Association, Shri Jai
Prakash Malhotra, Director, retires by rotation and being eligible,
offers himself for reappointment at the ensuing Annual General Meeting.
Further, pursuant to clause 49 (IV) (E) (iv) of the Listing Agreement,
the shareholders may take note that none of the Non Executive Directors
hold any shares / convertible instruments in the Company as on the date
of this report.
Fixed Deposit
During the year, your Company has not accepted any fixed deposits from
the public under Section 58A or 58AA of the Companies Act, 1956 and is
therefore not required to furnish information in respect of outstanding
deposits under Companies (Acceptance of Deposit) Rules, 1975.
Dividend
Based on the Company's performance, the Directors are pleased to
recommend for approval of the members a final dividend of 5% i.e Rs.
0.50 per share for the financial year 2010-11 on the capital of
16,925,554 Equity Shares of Rs. 10 /- each. The final dividend on the
Equity Shares, if approved by the members would involve a cash outflow
of Rs. 8,462,777/- excluding dividend tax. The total cash outflow on
account of dividend including dividend tax for the year 2010-11 would
aggregate to Rs. 9,901,027/- resulting in a payout of 11.72% of the
profit after tax.
Transfer to Reserves
The Company proposes to transfer Rs. 4,224,084 /- to the General
Reserve out of the amount available for appropriations and an amount of
Rs. 359,722,968.43/- is proposed to be retained in the Profit and Loss
Account.
Corporate Governance
The Company complies with the clauses of Listing Agreement entered into
with the Bombay Stock Exchange where the Company's shares are listed.
Further, in terms of the provisions of Clause 49 of the Listing
Agreement, your Company has complied with the requirements of Corporate
Governance and a Report on Corporate Governance together with
certificate from the Company's Auditors confirming compliance, is set
out in a statement, which forms part of this Annual Report.
Secretarial Audit Report
Your Company has appointed M/s AGB & Associates (earlier M/s Ajay Garg
& Associates), Practicing Company Secretaries, to conduct limited
purpose Secretarial Audit of the Company for the financial year ended
March 31,2011. The emphasis of the report to see the compliance under
the applicable provisions of the Companies Act, 1956, Depositories Act,
1991, Listing Agreement with Bombay Stock Exchange, Securities Contract
(Regulation) Act, 1956, during a particular quarter with reference to
the transaction carried out by the company and all the regulations of
SEBI as applicable to the Company including SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009 and SEBI (Prohibition of
Insider Trading) Regulations, 1992 and the amendments made there under.
Observations of the secretarial auditors raised from time to time are
being addressed by the management.
Auditors and Auditors' Report
M/s Tayal & Co., Chartered Accountants, Statutory Auditors of the
Company will retire at the conclusion of the ensuing Annual General
Meeting and, being eligible, offer themselves for re-appointment. The
Company has received a certificate from the auditors to the effect that
their re-appointment if made, would be in accordance with the
provisions of section 224(1B) of the Companies Act, 1956. The Directors
recommend the re-appointment of M/s Tayal & Co. as Statutory Auditors
of the Company.
The observations of Statutory Auditors in their report read with notes
to the accounts are self explanatory and do not call for any further
explanation or clarification.
Human Resource Development and Industrial Relation
Your Company strives to provide the best working environment with ample
opportunities to grow and explore. Your Company maintains a work
environment that is free from physical, verbal and sexual harassment.
Every initiative and policy of the Company takes care of welfare of all
its employees. The human resource development function of the Company
is guided by a strong set of values and policies. The details of
initiatives taken by the Company for the development of human resource
are given in Management Discussion and Analysis Report. The Company
maintained healthy, cordial and harmonious industrial relations at all
levels through out the year.
Personnel & Particulars of Employees
The industrial relations with the workers and staff of the Company
remained cordial throughout the year. There was unity of objective
among all levels of employees, continuously striving for improvement in
work practices and productivity. Training and development of employees
continue to be an area of prime importance.
Particulars of the employees as required under section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of the
Employees) Amendment Rules, 2011 are not applicable since, none of the
employee of the Company was drawing more than Rs. 60,00,000/- p.a or
Rs. 5,00,000/- p.m for the part of the year. Statement to this effect
is as follows:
Statement pursuant to Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Amendment Rules, 2011 and
forming part of the Directors' Report for the financial year ended 31st
March, 2011
S. No. Name Designation Remuneration Qualifications
& Nature of Gross(Rs.)
duties
Nil
Date of Age in Last
Commencement Years Employment
of Employment
Nil
Awards & Certificates
During the year under report, your Company has earned certificate from
'BSCIC' ISO 9001:2008 for operating a Quality Management System in
respect of design, development, manufacture and supply of Pre
Engineered Buildings. The company has also received GOTS for its IMT
Division.
Directors' Responsibility Statement
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 your Directors hereby state and confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that no material departures is made
from the same.
b) we have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true & fair view of the state of affairs of the
Company at the end of the financial year ended March 31, 2011 and of
the profit or loss of the Company for that period;
c) we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d) we have prepared the annual accounts on a going concern basis.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
A statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo, in accordance with
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given as Annexure I hereto and forms part of this
report.
Acknowledgment
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees in the
Company and the cooperation extended by Banks, Government authorities,
customers and shareholders of the Company and looks forward to a
continued mutual support and co-operation.
By order of the Board of Directors
For Richa Industries Limited
Sushil Gupta
Chairman & Managing Director
Place : Faridabad
Date : May 30, 2011
Mar 31, 2010
The Directors are delighted to present Sixteenth Annual Report of your
Company with the Audited Statement of Accounts for the year ended March
31, 2010.
Financial Results
Highlights of Financial Results for the year are as follows:
(Rs. in Lacs)
Current Year Previous Year
Particulars 31.03.2010 31.03.2009
Gross Sales 17456.38 14749.44
Other Income 78.81 132.73
Increase/(Decrease) in Stock 332.47 (444.66)
Total Revenue 17867.66 14437.51
Profit before Interest,
Depreciation & Tax 2177.36 2570.49
Interest 954.14 1054.71
Depreciation 478.31 392.93
Profit before Tax 744.91 1122.85
Tax including Deferred Tax/
Fringe Benefit Tax 178.62 313.95
Profit after Tax 566.29 808.90
Balance brought forward from
previous year 2454.70 1645.80
Amount available for distribution 3020.99 2454.70
Proposed Dividend 84.63 --
Tax on Dividend 14.38 --
Transfer to Reserves 28.31 --
Balance carried to Balance Sheet 2893.66 2454.70
FINANCIAL HIGHLIGHTS
In the environment of the financial crisis witnessed in the previous
financial year and the subsequent fallout, financial year 2009-10 was
an extremely challenging year. However, the resilience and inherent
strengths of your Companys brands, quality manufacturing and deep
network relationships enabled your Company to weather the downturn and
achieve better performance in financial year 2009-10. A number of
rationalizations and initiatives were taken during the year under
review to further consolidate its strengths and position itself to take
advantage of the upturn.
For the financial year ended March 31, 2010, the gross turnover of your
Company was Rs.17456.38 Lacs as compared to Rs.14749.44 Lacs in the
previous year. Profit before tax was Rs.744.91 Lacs as against
Rs.1122.85 Lacs in the previous year. The net profit, after taxes was
Rs. 566.29 Lacs as against Rs. 808.90 Lacs of the last year. Because of
continuous inflationary pressures, the operating costs have been rising
sharply as against almost static selling prices in the face of stiff
competition and the overall declining market.
Your Company continues with its task to build businesses with long-term
goals based on its intrinsic strengths in terms of its powerful brands,
quality manufacturing prowess, distribution strengths and customer
relationships. To accelerate further value creation, your Company
continues to evaluate and evolve new areas of growth. The initiatives
aimed at rationalizing and streamlining operations, to bring about
efficiencies and reducing costs, remain top priority.
Management Discussion & Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
Board of Directors
In terms of Article 138 of the Articles of Association, Shri Sushil
Gupta, Director, retires by rotation and being eligible, offers himself
for reappointment at the ensuing Annual General Meeting.
Necessary resolution seeking the approval of the shareholders for the
reappointment of Mr. Sushil Gupta forms part of the Notice convening
the Annual General Meeting. In terms of clause 49 (IV) (G) (i) of the
Listing Agreement entered into with the Bombay Stock Exchange Limited,
all the requisite details about the Director seeking re- appointment at
the ensuing Annual General Meeting form part of the Notice convening
the Annual General Meeting.
Further, pursuant to clause 49 (IV) (E) (iv) of the Listing Agreement,
the shareholders may take note that none of the Non Executive Directors
hold any shares / convertible instruments in the Company as on the date
of this report.
Fixed Deposit
During the year, your Company has not accepted any fixed deposits from
the public under Section 58A or 58AA of the Companies Act, 1956 and is
therefore not required to furnish information in respect of outstanding
deposits under Companies (Acceptance of Deposit) Rules, 1975.
Dividend
Your Directors are pleased to recommend a final dividend at the rate of
5 % viz. 50 Paisa per share for the financial year under review. The
total dividend payout (including dividend tax) would be about 17.48 %
of the profit after tax.
The distribution of dividend is subject to declaration of dividend by
the shareholders in the ensuing Annual General Meeting.
Corporate Governance
The Company complies with the clauses of Listing Agreement entered into
with the Bombay Stock Exchange where the Companys shares are listed.
Further, in terms of the provisions of Clause 49 of the Listing
Agreement, your Company has complied with the requirements of Corporate
Governance and a Report on Corporate Governance together with
certificate from the Companys Auditors confirming compliance, is set
out in a statement, which forms part of this Annual Report.
Secretarial Audit Report
Your Company has appointed M/s Ajay Garg & Associates, Practicing
Company Secretaries, to conduct Secretarial Audit of the Company for
the financial year ended March 31, 2010. The Secretarial Audit Report
addressed to the Board of Directors of the Company is not attached to
this Annual Report. However the same is available on demand. The
Secretarial Audit Report confirms that the Company has complied with
all the applicable provisions of the Companies Act, 1956, Depositories
Act, 1996, Listing Agreement with Bombay Stock Exchange, Securities
Contract (Regulation) Act, 1956 and all the regulations of SEBI as
applicable to the Company including SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009 and SEBI (Prohibition of
Insider Trading) Regulation, 1992.
Auditors and Auditors Report
M/s Tayal & Co., Chartered Accountants, Statutory Auditors of the
Company will retire at the conclusion of the ensuing Annual General
Meeting and, being eligible, offer themselves for re-appointment. The
Company has received a certificate from the auditors to the effect that
their re-appointment if made, would be in accordance with the
provisions of section 224(1B) of the Companies Act, 1956. The Directors
recommend the re-appointment of
M/s Tayal & Co. as Statutory Auditors of the Company.
The observations of Statutory Auditors in their report read with notes
to the accounts are self explanatory and do not call for any further
explanation or clarification.
Inspection u/s 209A of the Companies Act, 1956
The Company had received a notice u/s 209A of the Companies Act, 1956,
from the Ministry of Corporate Affairs, Office of the Regional
Director, Northern Region, for inspection of books of accounts and
other records of the Company. The Company provided the information,
papers, records and documents as demanded, for inspection to the
Assistant Director (Inspection), Office of Regional Director. Your
Company now awaits the order from the Regional Director.
Human Resource Development and Industrial Relation
Your Company strives to provide the best working environment with ample
opportunities to grow and explore. Your Company maintains a work
environment that is free from physical, verbal and sexual harassment.
Every initiative and policy of the Company takes care of welfare of all
its employees. The human resource development function of the Company
is guided by a strong set of values and policies. The details of
initiatives taken by the Company for the development of human resource
are given in Management Discussion and Analysis Report
The Company maintained healthy, cordial and harmonious industrial
relations at all levels.
Personnel & Particulars of Employees
The industrial relations with the workers and staff of the Company
remained cordial throughout the year. There was unity of objective
among all levels of employees, continuously striving for improvement in
work practices and productivity. Training and development of employees
continue to be an area of prime importance.
Particulars of the employees as required under section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of the
Employees) Rules, 1975 are not applicable since, none of the employee
of the Company was drawing more than Rs. 24,00,000/- p.a or Rs.
2,00,000/- p.m for the part of the year. Statement to this effect is as
follows:
Statement pursuant to Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975 and forming
part of the Directors Report for the financial year ended 31st March,
2010
S. No. Name Designation Remune Qualifi Date of Age in Last
ration cations
& Nature of Gross Commen Years Employ
(Rs.) cement ment
duties of
Employ
ment
NIL
Awards & Certificates
During the year under report, your Company has earned some more
recognitions and awards in view of continuously expanding business
operations and improved profitability. These included:
1. Certificate from DATACOLOR on successful completion of Global
Accreditation Program for Color Lifecycle Management certifying that
the Company has met all colour testing methods, performance standards
and procedures.
2. Certificate from Central Union Certification certifying that units
and products of Richa Industries Limited are in accordance with
standards for the processing of fibres from certified organic
agriculture GOTS.
3. The Company has been ranked 74th in best 400 small cap of
industries of India as per the rating done by Dalal Street.
4. Certificate to Mr. Sandeep Gupta, Managing Director by World Council
For Corporate Governance for successful completion of Masterclass for
Directors leading to certified Directorship conducted by Institute of
Directors.
Directors Responsibility Statement
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 your Directors hereby state and confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that no material departures is made
from the same.
b) we have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true & fair view of the state of affairs of the
Company at the end of the financial year ended March 31, 2010 and of
the profit or loss of the Company for that period;
c) we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d) we have prepared the annual accounts on a going concern basis.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
A statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo, in accordance with
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given as Annexure I hereto and forms part of this
report.
Subsidiaries
During the year under review the Company did not own any subsidiary.
Hence, Section 212 of the Companies Act, 1956 relating to consolidated
accounts of holding and subsidiary is not applicable.
Acknowledgement
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees in the
Company and the cooperation extended by Banks, Government authorities,
customers and shareholders of the Company and looks forward to a
continued mutual support and co-operation.
By order of the Board of Directors
For Richa Industries Limited
Place: Faridabad Sushil Gupta
Date: May 31, 2010 Chairman & Managing Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Richa Industries Ltd.
-
Richa Industries Ltd. Tools
- Bulk Deals
-
Richa Industries Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- BSE Price History
-
Richa Industries Ltd. Key Financial Ratios
- Ratios
-
Richa Industries Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Richa Industries Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Richa Industries Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Richa Industries Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
