annual report final - Bombay Stock Exchange€¦ · · 2016-08-19projects in a record time on an average of delivering one building in five days. ... Mansa (Punjab)- 151505, Faridabad-

A Journey of TransformationTEXTILE . PEB . EPC

RICHA INDUSTRIES LIMITED

ANNUALREPORT2016

Don’t Just Build...Create

Don’t Just Build...Create

CONTENTS

Chairman Message 2

Corporate Information 4

Notice 5

Managements Discussion & Analysis 20

Director’s Report 23

Corporate Governance Report 44

Independent Auditor’s Report 61

Balance Sheet 66

Profit & Loss Account 67

Cash Flow Statement 68

Notes on Financial Statements 69

Significant Accounting Policies 86


22nd Annual Report 2015-16 | 2

Dear Shareholders,

We are heartily grateful to present the Annual Report of our company for the financial year 2015-2016. The year was quite challenging for all of us to sustain both the business and profitability in the backdrop of the subdued economic situation. Nevertheless, we can assure our valuable stakeholders that the company has done fairly well in achieving the healthy growth in business revenues and customer base.

Richa continues to be on positive growth trajectory. While top line performance was driven by market penetration, greater access to products and cost efficiency are the differentiating pillars driven company progress.

During the year, our company has executed the various projects in the line of Construction and Engineering. Also, we had received various orders from the Government Department i.e. Bharat Electronics Limited (Ministry of Defence), Rail over Bridge Project for Railways and many more. As a fruitful result, company has recorded yet another year of resilient performance, with each quarter during the current financial year recording profitable growth. Sales and PAT for the financial period ending March 31, 2016 were Rs 480 crore and Rs 10 Crore respectively. Richa has accomplished more than 500 projects in a record time on an average of delivering one building in five days.

We are also confident for bright future as huge investments are being lined up by government of India on infrastructure like; railways, freight corridors, NHAI etc. which can create good opportunity for our industry.

CHAIRMAN MESSAGE

Mr. Sushil GuptaChairman & Managing Director


Several factors continued to aid Company's growth i.e. by providing and implementing training to the employees and by improving our sales product and marketing product. One of the strongest reasons for the sustained growth has been its focus on the sales and the customer base.

Richa is looking forward to expand its business around the globe and always continued to remain focused on Research and Development, Innovations and Technologies which have resulted in delivering value to end consumer.

During the year, we have won Tekla India BIM 2016 award for its depot cum workshop model of Lucknow Metro Project. The most attractive feature of the project is that it is a large 72 meter span structure with curved roof which made the structure stood out of the rest. The Company received this honor under infrastructure projects category. The other categories of award included commercial, industrial, public, small and popular choice award. The winner of each category in Tekla BIM Awards was decided by a jury of leading BIM experts in the world including both from inside and outside Tekla.

Our people continue to remain our biggest & valuable assets and we take pride in the diversity of talent we have across culture, demography and geographies. We have strong team with thorough knowledge and wide experience. With their continued support, aspiration, focus, hard work, commitment, collaboration and teamwork our company is reaching newer heights.

Before I conclude, want to grab this opportunity to extend my sincere gratitude to bankers & all the shareholders for their persistent support for overall development of the Company. I thank all our customers for their continued support and the opportunity given to us to serve them and develop business relationship. I also place on record my sincere appreciation for employees for their dedication, commitment and contribution towards the growth of the Company. The valuable support of all the stakeholders and the confidence they repose in the Company will motivate us to work with renewed vigor to improve the business performance, year after year, a continuous growth.

With Best Wishes

Sushil GuptaChairman & Managing Director



COMPANY INFORMATION

Board of Directors Registered Office Mr. Sushil Gupta Chairman & Managing Director Plot No-29, DLF Industrial AreaDr. Sandeep Gupta Joint Managing Director Phase-II, Faridabad-121003Mr. Nitin Agarwal Non-Executive Independent Director *Ms. Sonia Nankani Non-Executive Independent Director**Ms. Bhawana Singhal Non-Executive Independent Director

Company Secretary Mr. Gaurav Yadav

Statutory Auditors Textile Division M/s Vijay Singla & Associates, Chartered Accountants VPO Kawnra, Old Faridabad to H.No. 427, Ward No. 9, Dhir Street, Kheri-Jasana Road, Near LingayasNear Bus stand, Backside Electricity Board Institute of Mgt &Tech.Mansa (Punjab)- 151505, Faridabad- 121001

Haryana

Secretarial Auditors Construction & Engineering Division Kapil Kachhawa & Associates 8th Km Stone, Ramnagar Road528/14, Near Chun Pachan Gali NH-121, Kashipur, Nalla Bazar, Ajmer-305001, Udham Singh NagarRajasthan Uttrakhand- 244713

Bankers Registrar & Transfer AgentIndian Overseas Bank Link Intime India (P) LimitedCorporation Bank 44, Community Centre, 2nd Floor

Near PVR, Phase-INaraina Industrial Area, New Delhi- 110028

Board Committees: Stakeholder and Relationship Committee E-Mail: [email protected]**Ms.Bhawana Singhal Chairman Website: www.richa.inMr. Nitin Agarwal Member Mr. Sandeep Gupta Member

Audit Committee**Ms. Bhawana Singhal Chairman Mr. Nitin Agarwal MemberDr. Sandeep Gupta Member

Nomination and Remuneration Committee

**Ms. Bhawana Singhal ChairmanMr. Nitin Agarwal MemberMr. Sandeep Gupta Member

*Ms. Sonia Nankani has resigned as Independent Director w.e.f. December 24, 2015.**Ms. Bhawana Singhal was appointed as an Additional Independent Director w.e.f 23rd March, 2016

RICHA INDUSTRIES LIMITEDRegd. Office: Plot No. 29, DLF Industrial Area, Ph.-II, Faridabad - 121003 (HRY.)

Website : www.richa.in E-mail: [email protected]: L17115HR1993PLC032108 Tel.: 0129-4133968 Fax : 0129-4133969

NOTICEND22 ANNUAL GENERAL MEETING

NOTICE is hereby given that the Twenty Second Annual General Meeting (AGM )of the members of Richa Industries Limited will be held on Saturday, August 13, 2016 at 10.00 A.M. at Hotel Delite, 17-18, Neelam Bata Road, N.I.T. Faridabad -121001, (Haryana), to transact the following businesses:

ORDINARY BUSINESS

1. To consider and adopt the Audited Financial Statements i.e. Balance Sheet as at 31st March, 2016 and the Profit and Loss Account for the year ended 31st March, 2016 together with the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Dr. Sandeep Gupta (DIN: 00035751) who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

3. To consider and if though fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution“RESOLVED THAT pursuant to provision of Section 139 and all other applicable provision, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of M/s Vijay Singla & Associates, Chartered Accountants (Firm Registration No 018099N) as auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Third Annual General Meeting of the Company to be held in the year 2017 on such remuneration agreed upon by the Board of Directors and the Auditors, in addition to the reimbursement of service tax and actual out-of-pocket expenses incurred in connection with the audit of accounts of the Company for the Financial year ending March 31,2017.”

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass the following with or without modification(s), the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to provision of Section 149,150,152 and any other applicable provision of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Ms. Bhawana Singhal (DIN:07479682) who was appointed as an Additional Director 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 and in respect of whom 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 director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years, with effect from the date of this Meeting and not be liable to retire by rotation.”

5. To consider and if thought fit, to pass the following with or without modification(s), the following resolution as an Ordinary Resolution:“RESOLVED THAT Mr. Lavesh Kansal (DIN: 07481847), who was appointed as an Additional Director in the professional capacity (EPC Division) under section 161 and other applicable provision of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting, and in respect of whom a notice has been received from a member in writing, under Section 160 of the Companies Act, 2013 along with requisite deposit, proposing his candidature for the office of a Director, be and is hereby appointed as a Director (Professional Director-EPC Division) of the Company.”

6. To consider and if thought fit, to pass the following with or without modification(s), the following resolution as an Special Resolution:“RESOLVED THAT pursuant to the provision under section 197,198 Schedule V as applicable and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as “the Act” including any statutory amendments, modifications or re-enactment thereof for the time being in force),read with Schedule V to the Companies Act, 2013, the consent of the Company be and is hereby accorded for revision of remuneration of Dr. Sandeep Gupta,( DIN: 00035751) Managing Director of the Company w.e.f. 1st September, 2016 to Rs 30 Lacs p.a.(Rs Thirty Lacs) on the terms and conditions including remuneration as set out below:

a. Salary: Rs 2, 50, 000 p.m. (Rupees Two Lacs Fifty Thousand) b. Perquisites and Allowances

The Managing Director shall be entitled to perquisites like rent free accommodation (including maintenance fee) or house rent allowance in lieu thereof, special allowance, car allowance, performance incentive, re-imbursement of water, gas and electricity bills at residence, re-imbursement of medical expenses incurred in India or abroad including hospitalization and surgical charges, for self and his family and travel relating thereto including dependents and all other payments in nature of perquisites and allowances as agreed by the Board of Directors subject to ceiling of Rs 5,00,000 p.a. and the applicable premium payable on the Company policies towards mediclaim and Personal Accident Insurance.


Explanation

“Family here means the spouse, dependent children and dependent parents of the Managing Director

For the Purpose of calculating the above ceiling, perquisites shall be evaluated as per the Income Tax rules wherever applicable. In the absence of any such rules, perquisites shall be evaluated at actual costs.

Use of Company Car for official purpose and telephone at residence and cell phones (including payment for local calls and long distance official calls) shall not be included in the computation of perquisites for the purpose of calculating the said ceiling

Apart from Re-imbursement of ordinary medical expenses, in case of hospitalization of the Managing Director, the Board ofDirectors shall have the discretion to reimburse the actual expenses incurred by him including on travel, notwithstanding that the total perquisites will exceed the limit of Rs 5, 00, 000 p.a. in any financial year

2. Contribution to provident fund and to Superannuation fund will not be included in the computation of the ceiling onperquisites to the extent these either singly or put together are not taxable under the Income Tax Act.

3. Gratuity payable as per the rules of the Company and encashment of Leave at the end of tenure will not be included in the computation of the ceiling on perquisites to the extent the same are not taxable under the income tax Act

4. The Managing Director shall be entitled to reimbursement of all expenses incurred by him in connection with the business of the Company

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as they may think necessary or expedient of the purpose of giving effect to this resolution and to settle all matters arising out of and incidental thereto.”

7. To consider and if thought fit, to pass the following with or without modification(s), the following resolution as an Special Resolution:“RESOLVED THAT pursuant to the provision under section 197,198 Schedule V as applicable and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as “the Act” including any statutory amendments, modifications or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act,2013, the consent of the Company be and is hereby accorded for revision of remuneration of Mr. Sushil Gupta, (DIN: 00035854) Chairman of the Company w.e.f. 1st September, 2016 to Rs 27 Lacs p.a.(Rs Twenty Seven Lacs) on the terms and conditions including remuneration as set out below:

a. Salary: Rs 2, 25, 000 p.m. (Rupees Two Lacs Twenty Five Thousand)b. Perquisites and Allowances

The Chairman shall be entitled to perquisites like rent free accommodation (including maintenance fee) or house rent allowance in lieu thereof, special allowance, car allowance, performance incentive, re-imbursement of water, gas and electricity bills at residence, re-imbursement of medical expenses incurred in India or abroad including hospitalization and surgical charges, for self and his family and travel relating thereto including dependents and all other payments in nature of perquisites and allowances as agreed by the Board of Directors subject to ceiling of Rs 5,00,000 p.a. and the applicable premium payable on the Company policies towards mediclaim and Personal Accident Insurance.

Explanation

“Family here means the spouse, dependent children and dependent parents of the Chairman


Use of Company Car for official purpose and telephone at residence and cell phones (including payment for local calls andlong distance official calls) shall not be included in the computation of perquisites for the purpose of calculating the saidceiling

Apart from Re-imbursement of ordinary medical expenses, in case of hospitalization of the Chairman, the Board of Directorsshall have the discretion to reimburse the actual expenses incurred by him including on travel, notwithstanding that the totalperquisites will exceed the limit of Rs 5, 00,000 p.a. in any financial year.

2. Contribution to provident fund and to Superannuation fund will not be included in the computation of the ceiling onperquisites to the extent these either singly or put together are not taxable under the Income Tax Act.

3. Gratuity payable as per the rules of the Company and encashment of Leave at the end of tenure will not be included in thecomputation of the ceiling on perquisites to the extent the same are not taxable under the income tax Act

4. The Chairman shall be entitled to reimbursement of all expenses incurred by him in connection with the business of theCompany





8. To consider and if thought fit, to pass the following with or without modification(s), the following resolution as an Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modifications or re-enactment thereof for the time being in force) the consent of the Company be and is hereby accorded for revision of remuneration of Mr. Manish Gupta, President-Textile of the Company with effect from 1st September, 2016 to Rs 24 Lacs p.a. (Rs Twenty Four Lacs) on the terms and conditions including remuneration as set out below:

a. Salary: Rs 2, 00, 000 p.m. (Rupees Two Lacs)b. Perquisites and AllowancesThe President -Textile shall be entitled to perquisites like rent free accommodation (including maintenance fee) or house rent allowance in lieu thereof, special allowance, car allowance, performance incentive, re-imbursement of water, gas and electricity bills at residence, re-imbursement of medical expenses incurred in India or abroad including hospitalization and surgical charges, for self and his family and travel relating thereto including dependents and all other payments in nature of perquisites and allowances as agreed by the Board of Directors subject to ceiling of Rs 5, 00,000 p.a. and the applicable premium payable on the Company policies towards mediclaim and Personal Accident Insurance.

ExplanationFamily here means the spouse, dependent children and dependent parents of the President-Textile Division of the Company.


Use of Company Car for official purpose and telephone at residence and cell phones (including payment for local calls and long distance official calls) shall not be included in the computation of perquisites for the purpose of calculating the said ceiling

Apart from Re-imbursement of ordinary medical expenses, in case of hospitalization the Board of Directors shall have the discretion to reimburse the actual expenses incurred by him including on travel, notwithstanding that the total perquisites will exceed the limit of Rs 5, 00,000 p.a. in any financial year.

2. Contribution to provident fund and to Superannuation fund will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under the Income Tax Act.

3. Gratuity payable as per the rules of the Company and encashment of Leave at the end of tenure will not be included in the computation of the ceiling on perquisites to the extent the same are not taxable under the income tax Act.

4. The President-Textile shall be entitled to reimbursement of all expenses incurred by him in connection with the business of the Company.


9. To consider and if thought fit, to pass the following with or without modification(s), the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to provision of Section 148 and all other applicable provision of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Cost Auditor, Sh. Krishan Singh Berk, Cost Accountant appointed by the Board of Directors of the Company, to conduct the audit of the Cost Records of the Company be paid a remuneration, for the financial year ending March 31,2017, amounting to Rs 75,000/-(Rupees Seventy Five Thousand only) plus service tax as applicable and reimbursement of out of pocket expenses incurred by them connection with the aforesaid audit.”“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

10. To consider and if thought fit, to pass the following with or without modification(s), the following resolution as a Special ResolutionPrivate Placement of Non-Convertible Debenture“RESOLVED THAT pursuant to the provisions of Section 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read together with the Companies (Prospectus and Allotment of Securities) Rules, 2014, and subject to all the applicable laws and regulations including but not limited to SEBI (Issue and Listing of Debt Securities) regulations, 2008, SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 (including any modification, amendment, substitution or re-enactment thereof, for the time being in force) and subject to the provisions of the Memorandum and the Articles of Association of the Company, the consent of the Company, be and is hereby accorded to the board of directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any committee of the Board constituted to exercise its power , including the powers conferred by this resolution) to borrow money from time to time by making an offer(s) or invitations to subscribe and issue Non-Convertible Debentures ("NCDs"), whether secured or unsecured on private placement basis, in one or more tranches, such that the total amount does not exceed Rs 100 crore (Rupees Hundred Crore Only), during a period of One year from the date of passing of this resolution on such terms and conditions as the Board may from time to time determine and consider proper and shall be within the overall borrowing limits of the Company as may be approved by the members from time-to-time;



RESOLVED FURTHER THAT the Board (including any committee thereof) be and is hereby authorized and empowered to arrange, settle and determine the terms and conditions (including without limitation, interest, repayment, security or otherwise) as it may think fit of such unsecured NCDs, and to do all such acts, deeds, and things, and to execute all such documents, instruments and writings as may be required to give effect to these resolutions."

11. To consider and if thought fit, to pass the following with or without modification(s), the following resolution as a Special ResolutionPreferential Allotment of Equity Shares“RESOLVED THAT in accordance with the provision of Section 42, 62 and all other applicable provision, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2009 (the "SEBI (ICDR) Regulations 2009”) as amended thereto, the regulations/guidelines, if any, issued by the Government of India, the Reserve Bank of India and any other applicable laws, rules and regulations (including any amendment thereto or re-enactment thereof for the time being in force) and the relevant provision of the Memorandum and Articles of Associations of the Company and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 entered into by the Company with the stock exchange where the shares of the Company are listed and subject to such approvals, consent, permission and sanctions as may be required form the Government of India, Reserve Bank of India, Securities and Exchange Board of India, Stock exchanges and any other relevant statutory, government authorities or departments, institutions or bodies in this regard and further subject to terms and conditions or modifications thereto as may be prescribed or imposed by any of the Concerned Authorities while granting such approvals and permission as may be necessary or which may be agreed by the Board of Directors of the Company (hereinafter referred to as “the Board” which expression shall include any committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this resolution) and subject to such terms, conditions and modifications as the Board may in its discretion impose or agree to, the Board be and is hereby authorized to create, offer, issue and allot by way of Preferential Allotment up to 11,51, 000(Eleven Lac Fifty one Thousand) Equity Shares of Face Value of Rs 10/- (Rupees Ten Only) to Promoter & Promoter Group, on preferential Allotment basis in compliance with Chapter VII of SEBI (ICDR) Regulations, 2009 and subsequent amendments thereto & on such terms and conditions and in such manner as the Board may in its absolute discretion deem fit, to the following persons/entities as mentioned below :

RESOLVED FURTHER THAT (1) The relevant date for the purpose of pricing of issue of the Equity Shares in accordance with the Regulation 71 of SEBI

(ICDR) Regulations, 2009 (as amended) be fixed as 14th July, 2016 being the 30th day prior to 13th August, 2016 i.e. the date on which the Annual General meeting of the Shareholder is convened to consider the proposed preferential issue.

(2) The Equity shares allotted in terms of this resolution shall rank pari passu in all respect with the existing Equity Shares of the Company

(3) The Board be and is hereby authorized to decide and approve the other terms and conditions of the issue of equity shares, and shall also be entitled to vary, modify or alter any of the terms and conditions, including the issue price on a higher side as it may deem expedient, without being required to seek any further consent or approval of the Company in a General Meeting

RESOLVED FURTHER THAT the aforesaid equity shares allotted on preferential basis shall be locked in from the date of trading approval granted from the Stock Exchange for such periods as prescribed in Regulation 78 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.RESOLVED FURTHER THAT the Equity Shares proposed to be allotted to the Proposed Allottees be listed on the Bombay Stock Exchange Limited subject to its approval and that the Board be and is hereby authorized to make the necessary applications and to take all other steps as may be necessary for the listing of the Equity Shares proposed to be allotted to the Proposed Allottee as per the terms and conditions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchange and for the admission of such Equity Shares with the depositories, viz. NSDL & CDSL, and for the credit of the Equity Shares to the Proposed Allottee's dematerialised securities account.RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate to a committee of Directors or any of the Directors whom the Board may authorize all or any of its powers and authorities vested in terms of this resolution as may be permitted by law.”

By Order of the Board of Directors

Place: Faridabad Gaurav YadavDate: 27th June, 2016 CompanySecretary Registered Office: & Compliance OfficerPlot No.29, DLF Industrial Area,Phase-II, Faridabad-121003, Haryana

Sr.No Name of the Proposed Allotee No of Equity Shares proposed to be allotted

Name of the Ultimate Beneficiaries/Owners

1 Sandeep Gupta 337813 Sandeep Gupta 2 Sushil Gupta 331250 Sushil Gupta 3 Shweta Gupta 73594 Shweta Gupta 4 Subhash Gupta 345843 Subhash Gupta 5 Manish Gupta 62500 Manish Gupta Total 11,51,000


NOTES:

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

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

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

4. The Explanatory Statement setting out material facts pursuant to Section 102 of the Companies Act, 2013 in respect of the Special business under item No 4 to 11 of the accompanying notice are annexed thereto

5. A statement giving the details of the Director seeking re-appointment under Item No. 2 of the accompanying notice as required under SEBI (Listing obligation and disclosure requirements) Regulations, 2015 and Secretarial Standards-2 issued by the Institute of Company Secretaries of India, is annexed hereto

6. The register of members and share transfer books of the Company will remain closed from 8th August, 2016 to 13th August, 2016 (both days inclusive), for the purpose of Annual General Meeting.

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

8. The shares of the Company are compulsorily traded in demat mode. Hence, the Members who are still holding physical Share Certificates are advised that it is in their own interest to dematerialize their shareholding to avail benefit of dematerialization viz. easy liquidity, electronic transfer, savings in stamp duty and prevention of forgery.

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

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

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

12. For security reasons, no article/baggage will be allowed at the venue of the meeting. The members/attendees are strictly requested not to bring any article/baggage etc. at the venue of the meeting.

13. In terms of provisions of Section 136 of the Companies Act, 2013 read with rule 11of the Companies (Accounts) Rules,2014, service of notice/documents to the shareholders can be made through electronic mode, provided the Company has obtained the e-mail address(es) of the shareholder(s). Also, the shareholders who have not registered their e-mail address for receiving the Balance Sheet etc. Will be sent physical copies through any recognized mode of delivery as specified under Section 20 of the Companies Act 2013.

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

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

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



Hard copies of full annual reports to those shareholders, who request for the same.As a result, Members are requested to register their email address(es) and changes therein from time to time, by directly sending the relevant e-mail address along with the details of name, address, Folio No; shares held:

To the Registrar and Share Transfer Agent, Link Intime India Limited for shares held in physical form and; In respect of shares held in demat mode, also provide DP ID/ Client id with the above details and register the same with their

respective Depository Participants. Upon registration of the e-mail address(es), the Company proposes to send Notices, Annual Report and such other

documents to those members via electronic mode/e-mail.

14. Members may also note that the Notice of the 22nd AGM and the Annual Report for 2015-16 will also be available on the Company website www.richa.in for their download. The physical copies of aforesaid documents will also be available at the Company Registered office for inspection during all working days (except Sundays and Public holidays) between 11.00 a.m. to 1.00 p.m. up to the date of this AGM. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same by post free of cost.

15. A route map showing directions to reach the venue of the 22nd AGM is given at the end of this Notice

16. Voting Through Electronic Means

I. Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, and regulation 44 of SEBI Regulations as amended from time to time, the Company is pleased to provide its members the facility of 'remote e-voting'(e-voting from a place other than venue of the AGM) to exercise their right to vote at the 22nd Annual General Meeting The business may be transacted through e-voting services rendered by Central Depository Services (India) Limited (CDSL)The facility for voting, through ballot/polling paper shall also be made available at the venue of the 22nd AGM. The members attending the AGM who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the AGM. The members who have already cast their vote through remote e-voting may attend the AGM but shal not be entitled to cast their vote again at the AGM.The Company has appointed Shri Kapil Kachhawa, Practicing Company Secretary as the scrutinizer for conducting the remote e-voting and the voting process at the AGM in a fair and transparent manner.The instructions to members for voting electronically are as under:-

(i) The voting period begins on Wednesday, 10th August, 2016 at 9.00 a.m. and ends on Friday, 12th August, 2016. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 6th August, 2016 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Members holding shares in physical or in demat form as on 6th August, 2016, shall only be eligiblefor e-voting.(iii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.(iv) The shareholders should log on to the e-voting website www.evotingindia.com.(v) Click on Shareholders.(vi) Now Enter your User ID

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

(vii)Next enter the Image Verification as displayed and Click on Login.(viii)If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any

Company, then your existing password is to be used. (ix) If you are a first time user follow the steps given below:

(x) After entering these details appropriately, click on “SUBMIT” tab.(xi) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding

shares in Demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on the Attendance Slip indicated in the PAN field

PAN

Enter the Dividend Bank details as recorded in your demat account or in the Company records for the said demat account or folio• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id/ folio number in the dividend bank details fields as mentioned in the instruction above

Date of Birth(DOB) Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio dd/mm/yyyy format

Dividend Bank Details


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

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

(xiii)Click on the EVSN for the relevant <Company Name> on which you choose to vote.(xiv)On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.

Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xv)Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xvi)After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you

wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.(xvii)Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xviii)You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.(xix)If Demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on

Forgot Password & enter the details as prompted by the system.(xx)Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting

app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xxi)Note for Non – Individual Shareholders and Custodians• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to

www.evotingindia.com and register themselves as Corporates.• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected].• After receiving the login details a Compliance User should be created using the admin login and password. The

Compliance User would be able to link the account(s) for which they wish to vote on.• The list of accounts linked in the login should be emailed to [email protected] and on approval of the

accounts they would be able to cast their vote. • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian,

if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.(xxii)In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e

voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

ANNEXURE TO NOTICE Explanatory Statement (Pursuant to the provision of Section 102 of the Companies Act, 2013)

ITEM No.4The Board of Directors, at its meeting held on March 23, 2016 has recommended the appointment of Ms. Bhawana Singhal as a Women-Independent Director. In terms of the provision of Section 161(1) of the Act, Ms. Bhawana Singhal would hold office up to the date of the ensuing Annual General Meeting.

A notice has been received 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 Director of the Company. Ms. Bhawana Singhal is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director. The Company has received a declaration from Ms. Bhawana Singhal that she meets with the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

A. Brief Resume and Expertise of Ms. Bhawana Singhal (Women –Independent Director)Ms. Bhawana Singhal is a member of the Institute of Chartered Accountants of India (ICAI). A Qualified FCA, with over 20 years Rich Experience in Accounts/Finance/Auditing in the Industry. She is well versed with statutory requirements under different laws, HR and general administration and she also qualified cost and work accountant, (ICWA).

She is having a rich experience of Concurrent Audit, Statutory Audit, Revenue Audit, Stock Audit of borrowers of banks i.e. Central Bank of India, Allahabad Bank, Indian Overseas Bank, Oriental Bank of Commerce, Bank of India, State bank of Patiala, Union Bank of India, Punjab National Bank etc. A member of the Banking study group of I.C.A.I for thelast three years and a visiting faculty of National Power Training Institute for diploma courses for Power Sector Enterprises.

B. Disclosure of Relationship between Director Inter-se Manager and KMPMs. Bhawana Singhal is not related to any Director, Key Managerial Personnel of Richa Industries Limited

C. Date of First Appointment on the BoardNot Applicable

D. The Details of Directorship, Membership/Chairmanship of Committees of Other Companies held by Ms. Bhawana Singhal are as under :



E. Details of ShareholdingMs. Bhawana Singhal or her relatives do not hold any shares in Richa Industries Limited

F. Number of Board Meeting attended During the Year (01 April, 2015 to March 31, 2016)Two Board Meeting

G. Committee Details in Richa Industries Limited

Audit Committee, Nomination and Remuneration Committee and Stakeholder's Relationship CommitteeH. Last Drawn Salary

Not Applicable

In the Opinion of the Board, Ms. Bhawana Singhal fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company and is Independent of the Management. Accordingly the Board recommends the resolution in relation to appointment of Ms. Bhawana Singhal as an Independent Director, for the approvals by shareholders of the Company.

Except Ms. Bhawana Singhal, being an appointee, none of the Promoters/Director/Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 4 of the Notice. The Board Recommends the resolution set forth in Item No 4 for the approval of Members.

ITEM No.5The Board of Directors, at its meeting held on March 31, 2016 has recommended the appointment of Mr. Lavesh Kansal as a director in the Professional capacity –EPC Division w.e.f. 01st April, 2016. In terms of the provision of Section 161(1) of the Act, Mr. Lavesh Kansal would hold office up to the date of the ensuing Annual General Meeting.

A notice has been received from a member under section 160 of the Companies Act, 2013 signifying their intention to propose Mr. Lavesh Kansal as a candidate for the office of Director of the Company. Mr. Lavesh Kansal is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a (Professional Director-EPC Division).

A. Brief Resume and Expertise of Mr. Lavesh Kansal An Architect by profession, Mr. Lavesh Kansal has done his Graduation in Architecture from MANIT Bhopal. In his past20 years of rich experience, he has designed and supervised many prestigious projects such as Shopping Malls, Grouphousing, Multi-storied RCC building and Steel Building, Warehousing, Township, IT Parks. Being a qualifiedProfessional he was appointed as a professional Executive Director for EPC Division and with his rich experience andknowledge the Company will gain momentum in achieving high and desired results in this division.

B. Disclosure of Relationship between Director Inter-se Manager and KMPMr. Lavesh Kansal is not related to any Director, Key Managerial Personnel of Richa Industries Limited

C. Date of First Appointment on the BoardNot Applicable

D. The Details of Directorship, Membership/Chairmanship of Committees of Other Companies held by Mr. Lavesh Kansal (Professional Executive Director-EPC Division are as under:

E. Details of ShareholdingMr. Lavesh Kansal or his relatives do not hold any shares in Richa Industries Limited.

F. Number of Board Meeting attended During the Year (01 April, 2015 to March 31, 2016)NIL

G. Committee Details in Richa Industries Limited NIL

H. Last Drawn SalaryNot Applicable

Except Mr. Lavesh Kansal being an appointee, none of the Promoters/Director/Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 5 of the Notice. The Board Recommends the resolution set forth in Item No 5 for the approval of Members.

Sr. No

1

Name of Company in which holding Directorship

------

Name of the Committee

-----

Committee Membership

-----

Sr. No

1

Name of Company in which holding Directorship

------

Name of the Committee

-----

Committee Membership

-----


ITEM NO. 6 The Board of Directors of the Company ,at its meeting held on 27th June, 2016 has subject to approval of members of the Company, revised the remuneration payable to Dr. Sandeep Gupta , Managing Director of the Company with effect from 01st September, 2016 as recommended by the Nomination and Remuneration committee of the Board and as approved by the board. Hence, it is proposed to seek the member approval for the payment of revised remuneration to Dr. Sandeep Gupta, Managing Director in terms of the applicable provision of the Act. Particular of revised remuneration payable to Dr. Sandeep Gupta, Managing Director are mentioned in the resolution. The remuneration proposed to Dr. Sandeep Gupta, Managing Director as recommended by the Nomination and Remuneration committee of the Board and as approved by the Board, is well within the applicable Limit specified in Schedule V of the Companies Act, 2013 i.e. Rs 30 Lacs p.a. by way of special resolution and hence the Company is seeking the approval of shareholders.

The brief profile of Managing Director and the details of Shareholding as per requirement of Companies Act, 2013, the rules made thereunder and the secretarial Standards (SS-2) as given below:

A. Brief Profile of Key Managerial Personnel as per Secretarial Standards (SS-2) are as follows:

He is a member of Stakeholder Relationship Committee, Nomination and Remuneration Committee, Audit Committee of M/s Richa Industries Limited.

The Board of Director based on the recommendation of the Nomination and Remuneration Committee recommends the Special Resolution set out in Item No 6.

None of the Director and Key Managerial Personnel, except Dr. Sandeep Gupta, Managing Director of the Company and their relatives is interested and concerned in the above resolution.

Sr. No

Name Designation No. ofYear

Re-Appointment Before RevisionRevisionRemuneration

Amount(Peryear)

Amount(Peryear)

W.E.F. W.E.F.

18 Lacs 01.10.2014

Period

From To

01.10.2014 30.09.2019Sandeep Gupta MD 51 30 Lacs 01.09.2016

Sandeep Gupta

00035751

15.06.1978

38

17.01.2000

01.10.2014

18 Lacs

1152968

Mr. Sushil Gupta (Relative of Director)

Mr. Manish Gupta (Relative of Director)

As given in Corporate Governance Report

Richa Holdings Limited , Riyana Infratech (P) Limited,

Richa Infrastructure Limited

NIL

NA

Name of the Director

DIN

Date of Birth

Age

Date of First Appointment

Date of Appointment/Re-appointment

Qualification and Experience in Specific functional Areas

Remuneration Last Drawn

Shareholding in the Company

Relationship with other Directors and Key managerial

personnel of the Company

The Number of Meetings attended during the Year 2015-16

Directorship In other Companies

Membership Chairmanship of Committees of Other Boards

Terms & Condition of Appointment

Dr. Sandeep Gupta , aged 38 years is presently designated as the Managing Director of the Company. With more than 16 years of experience in the industry, he has left no stone unturned in taking the organization to the zenith of success. Highly motivated and results driven professional, Dr. Gupta focuses on developing and maintainingthe corporate strategies, expansion & growth plans of the Company, resource mobilisation and Finance, Marketing and HR initiatives of Richa Industries Limited. The brain of Richa, Dr. Sandeep Gupta has done Doctorate in Management, Masters of Business Studies in Marketing, Graduate in Industrial Relations and Personnel Managementfrom CVS Delhi University and Diploma in Apparel Production Technologyfrom Pearl Institute & Diploma in Sales & Marketing from NIS (National Institute of Sales). He has been awarded the FCCI Excellence Awardfor being the outstanding SME Entrepreneur.



ITEM No.7The Board of Directors of the Company ,at its meeting held on 27th June, 2016 has subject to approval of members of the Company, revised the remuneration payable to Mr. Sushil Gupta , Chairman of the Company with effect from 01st September, 2016 as recommended by the Nomination and Remuneration committee of the Board and as approved by the board. Hence it is proposed to seek the member approval for the payment of revised remuneration to Mr. Sushil Gupta, Chairman in terms of the applicable provision of the Act. Particular of revised remuneration payable to Mr. Sushil Gupta are mentioned in the resolution. The remuneration proposed to Mr. Sushil Gupta as recommended by the Nomination and Remuneration committee of the Board and as approved by the Board, is well within the applicable Limit specified in Schedule V of the Companies Act, 2013 i.e. Rs 27 Lacs p.a. by way of special resolution and hence the Company is seeking the approval of shareholders. The brief profile of Chairman and the details of Shareholding as per requirement of Companies Act, 2013, the rules made thereunder and the secretarial standards (SS-2) as given below:

B. Brief Profile of Key Managerial Personnel as per Secretarial Standards (SS-2) are as follows:

The Board of Director based on the recommendation of the Nomination and Remuneration Committee recommends the Special Resolution set out in Item No 7. None of the Director and Key Managerial Personnel, except Mr. Sushil Gupta, Chairman of the Company and their relatives is interested and concerned in the above resolution.

ITEM No.8The Board of Directors of the Company ,at its meeting held on 27th June, 2016 has subject to approval of members of the Company, revised the remuneration payable to Mr. Manish Gupta , President-Textile of the Company with effect from 01st September, 2016 as recommended by the Nomination and Remuneration committee of the Board and as approved by the board. Hence it is proposed to seek the member approval for the payment of revised remuneration to Mr. Manish

Sr. No

Name Designation No. ofYear

Re-Appointment Before RevisionRevisionRemuneration

Amount(Peryear)

Amount(Peryear)

W.E.F. W.E.F.

18 Lacs 01.10.2014

Period

From To

01.10.2014 30.09.2019SushilGupta Chairman 51 27 Lacs 01.09.2016

Name of the DirectorDINDate of BirthAgeDate of First AppointmentDate of Appointment/Re-appointmentQualification and Experience in Specific functional Areas

Remuneration Last Drawn Shareholding in the CompanyRelationship with other Directors and Key managerial personnel of the CompanyThe Number of Meetings attended during the Year 2015-16Directorship In other CompaniesMembership Chairmanship of Committees of Other BoardsTerms & Condition of Appointment

Sushil Gupta0003585412.01.19655115.09.199301.10.2014

18 Lacs1100706Dr. Sandeep Gupta (Relative)Mr. Manish Gupta (Relative)As given in Corporate Governance ReportRiyana Infratech (P) Limited, Richa Infrastructure LimitedNILNA

Mr. Sushil Gupta , An engineer by profession, Mr. Sushil Gupta is the Chairman of the Company. He has done his B. Tech (Mechanical) from Kurukshetra University, Haryana and M. Tech (CAD/CAM) from IIT- Delhi. With an experience of more than 23 years in the industry, Mr. Gupta has been the driving force behind the Company's evolution.A visionary in true sense and a master of technological innovation, he has constantly been guiding the team along with the virtues of integrity and performance values. His core area of focus remains on R&D, cost effectiveness and New Developments. He has been awarded with Udyog Patra Award for self-made industrialist from IITF for his entrepreneurship & contribution to the industry. He hasalso received “Udyog Vibhusan” award for Excellence in Industrial Performance by the Institute of Trade and Industrial Development, New Delhi in June 2005.


Gupta, in terms of the applicable provision of the Act. Particular of revised remuneration payable to Mr. Manish Gupta are mentioned in the resolution. The remuneration proposed to Mr. Manish Gupta as recommended by the Nomination and Remuneration committee of the Board and as approved by the Board, Rs 24 Lacs p.a. by way of special resolution and hence the Company is seeking the approval of shareholders.

The Board of Director based on the recommendation of the Nomination and Remuneration Committee recommends the Special Resolution set out in Item No 8.

None of the Director, except Mr. Manish Gupta, President-Textile of the Company and their relatives is interested and concerned in the above resolution

ITEM NO. 9The Board, on the recommendation of the Audit Committee approved the appointment and remuneration of the Cost Auditor to conduct the audit of the cost records of the Company for the financial year ending March 31, 2017 at a remuneration of Rs 75,000/- (Rupees Seventy Five Thousand Only) plus service tax and out of pocket expenses.In terms of the Provision of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies(Audit and Auditors) rule, 2014, the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditors for the financial year ending March31, 2017 as set out in the Ordinary resolution for the aforesaid services to be rendered by them.

None of the Directors, Key Managerial Personnel of the Company and /or their relatives may be deemed to be concerned or interested in the propose resolution. The Board of Directors recommends the Ordinary Resolution set out at Item No.9 of the Notice for the approval by members.

ITEM NO. 10For expansion and development of business operation of the Company and meeting the short term and long term financial requirement of the Company including but not limited to expenditure proposed to be incurred for improving the facilities being provided in its set-up and/or meeting the working capital requirements, the Company propose to make allotment of Unsecured Non-Convertible Debentures on private placement basis

As per Section 42 of the Act read with the rules framed thereunder, a Company offering or making an invitation to subscribe to Non-Convertible Debentures on a private placement basis is required to obtain the prior approval of the shareholders by way of a Special Resolution. Such an approval by way of Special Resolution can be obtained once in a year for all the offers and invitations made for such Non-Convertible Debentures during the year.

The approval of the members is therefore being sought by way of a Special Resolution under Section 42 and other applicable provisions read with the rules made thereunder, to enable a Company to offer or invite subscription for Non-Convertible Debentures on a private placement basis, in one or more tranches ,during the period of one year from the date of passing of the resolution at Item No.10, within the overall borrowing limits of the Company of Rs. 1000 Crores (Rupees One Thousand Only), as approved by the members.

None of the Directors and Key Managerial Personnel and their relatives is any way concerned or interested, financially or otherwise, in the resolution.

The Board of Directors commends the resolution as set out at Item No 10 for approval of the members as Special resolution.

ITEM NO 11As per section 62 of the Companies Act, 2016 approval of Shareholders in the General Meeting is required for allotment of Equity Shares on preferential basis and hence the resolution placed before the shareholders.

The purpose of the proposed issue as mentioned about is to achieve long term plans of the Company augment resources of the Company, for further growth of the business of the Company, to meet the funding requirements for working capital requirements and general corporate purpose. The proceeds of the proposed issue may be utilized for any of the aforesaid purposed to the extent permitted by law. For this purpose, it is purposed to issue up to Equity Share on Preferential Allotment Basis.

The necessary information pertaining to the proposed preferential allotment in terms of Regulation 73(1) of SEBI (ICDR) Regulations, 2009, as amended thereto, as set out as below:1. List of Allottees

2. Objects of the IssueThe proposed preferential allotment of Equity Shares is made to achieve long term plans of the Company, augment resources of the Company for further growth of the business of the Company, to meet the funding requirements for working capital requirements and general corporate purpose.

Sr.No Name of the Proposed Allotee No of Equity Shares proposed to be allotted

Name of the Ultimate Beneficiaries/Owners

1 Sandeep Gupta 337813 Sandeep Gupta 2 Sushil Gupta 331250 Sushil Gupta 3 Shweta Gupta 73594 Shweta Gupta 4 Subhash Gupta 345843 Subhash Gupta 5 Manish Gupta 62500 Manish Gupta Total 11,51,000



5. Consequential Changes in the Voting Rights:Voting rights will change according to the change in the shareholding pattern mentioned above.

6. Proposed time within which the allotment shall be completed:The Board proposes to allot Equity Shares within a period of 15 days from the date of passing of the resolution by theshareholders in the Annual General Meeting, provided that when the allotment on preferential basis is pending onaccount of pendency of any approval or permission for such allotment by any regulatory authority or the CentralGovernment, the period of fifteen days shall be counted from the date of such approval or permission.

7. Identity of the proposed allottee and the percentage of pre & post preferential issue capital that may be held by them:

3. Intention of Promoter/ Directors/Key Managerial Personnel to subscribe to the offerThe Promoters/Directors of the Company have conveyed to the Company in writing of their respective intention that Promoters/ Directors are intended to subscribe to the offer being proposed under special resolution 11 of the Notice for shareholder approval of this meeting

4. Shareholding Pattern before and after the IssueThe shareholding pattern before and after the allotment of Equity Shares is under as on 31st March, 2016:

2 Foreign Promoters - Sub-Total (A) 13919329 59.41 15070329 61.31

B Non-Promoter Holding Non- Institution

1 Individuals 6771641 28.90 6771641 27.55 2 Bodies Corporate 1211371 5.17 1211371 4.93 3 Hindu Undivided Family 244426 1.04 244426 0.99 4 Non Resident Indian (Non Repat) 51562 0.22 51562 0.20 5 Non Resident Indians (Repat) 426031 1.82 426031 1.74 6 Clearing Member 805640 3.44 805640 3.28

Sub-Total (B) 9510671 40.59 9510671 38.69

Grand Total (A+B) 23430000 100 24581000 100

Pre-Allotment Post -Allotment SI. NO

Shareholder Category: No. of Equity Shares % of holding No. of Equity Shares % of holding

A Promoter Holding 1 Indian:

Individuals 5840555 24.93 6991555 28.44 Bodies Corporate 8078774 34.48 8078774 32.87 Sub-Total 13919329 59.41 15070329 61.31

S. No.

Name, Fathers’ Name, Address and Category

PAN No. and Status

Pre-Issue Holding

No. of Shares (Proposed for Allotment)

Post -Issue Holding

No. of Shares

% of Holding

No. of Shares

% of Holding

1 Sandeep Gupta S/o Sh. Subhash Gupta House No 1476, Sector-14, Faridabad-121007, Haryana (Individual)

AEMPG2457H (Promoter)

1152968 4.92 337813 1490781

6.06

2

Sushil Gupta S/o Lt. Chet Ram Gupta

G-74, South City-1, Gurgaon

122001, Haryana (Individual)

ACMPG6175C (Promoter)

1100706

4.69

331250

1431956

5.83

3

Shweta Gupta D/o Ravinder Kumar Puri

House No 1476, Sector-14Faridabad-121007 Haryana

AAOPP3390G (Promoter/PAC)

84746

0.36

73594

158340

0.64

4

Subhash Gupta

S/o Lt. Chet Ram Gupta

House No 1476, Sector-14Faridabad-121007 Haryana

ACJPG5868P

(Promoter/PAC)

981667

4.18

345843

1327510

5.40

5

Manish Gupta

S/o Sh. Subhash Gupta

Add: H. No -408, Sec. 16A

Faridabad, 121002 HaryanaINDIA (Individual)

AEMPG2458J

(Promoter/PAC)

318954

1.36

62500

381454

1.55


8. Lock in Period:The aforesaid allotment of Equity Shares arising shall be locked in as per Regulation 78 of Chapter VII of the SEBI (ICDR) Regulations, 2009, as amended.

9. Change in Management:The proposed preferential allotment of Equity Shares will not result in any change in the management and control of the Company.

10. Pricing of the issue:The pricing of Equity Shares allotted on preferential basis shall not be lower than the price determined in accordance with the SEBI (Issue of capital and Disclosure Requirement) Regulations, 2009.

Currently SEBI (ICDR) Regulations 2009 provides that the issue of shares on preferential basis can be made at a price not less than the higher of the following:

• The average of the weekly high and low of the volume weighted average price of the related equity shares quoted on the recognized stock exchange during the twenty six weeks preceding the relevant date; or

• The average of the weekly high and low of the volume weighted average price of the related equity shares quoted on a recognized stock exchange during the two weeks preceding the relevant date.

The relevant date for the purpose of pricing of the Equity Shares shall be14th July, 2016 being the date which is 30 days prior to the date of this Annual General Meeting.

“Stock Exchange” for this purpose means BSE Limited on which the highest trading volume is respect of the equity shares of the Company has been recorded during the preceding twenty six weeks prior to the Relevant Date.

11. Earlier Allotment on preferential BasisDuring the year 2015-2016, the Company has allotted equity shares i.e. 1115000 on preferential basis to the promoter group. During the Current financial year i.e. 2016-2017 till this date the Company has not offered, issued and allotted any equity share on preferential basis.

12. Auditor's Certificate:Vijay Kumar Singla of M/s. Vijay Singla & Associates, Chartered Accountants the Statutory Auditors of the Company certified that the present preferential issue of shares on the above terms and conditions is in accordance with the requirements contained in the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 and the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended up to date shall be laid before the shareholders at their proposed Annual General Meeting. Copy of the certificates are reproduced below and shall be considered as part of this explanatory statement.

13. Undertakings:• The Issuer Company undertakes that they shall re-compute the price of the Equity shares in terms of the provision of SEBI

(ICDR) Regulations, 2009, as amended where it is required to do so.

• The Issuer Company undertakes that if the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations 2009, the above specified securities is continue to be locked-in till the time such amount is paid by the allottees

14. Interest of Promoters/DirectorsDr. Sandeep Gupta, Managing Director and Mr. Sushil Gupta Chairman cum Director and all their relatives are interested to the extent the preferential allotment proposed to the promoter & promoter group. No other Directors, Key Managerial Personnel are interested in the proposed resolution

The members are therefore requested to accord their approval authorizing the Board to go for the Proposed Preferential Issue as set out in the Special Resolution. The Board of Directors recommends the passing of the Resolution as set out at item No 11 of accompanying notice as special resolution.



TO WHOMSOEVER IT MAY CONCERN

I, CA Vijay Kumar Singla, Partner of M/s. Vijay Singla & Associates., Statutory Auditors to the Richa Industries Limited hereby confirm and certify that the proposed preferential issue is being made in compliance of the provisions of SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009 and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended up to date.

For Vijay Singla & AssociatesChartered Accountants

(Firm Registration No 018099N) Sd/-

Place: Faridabad (CA Vijay Kumar Singla)Date: 27th June, 2016 Partner

Membership No 094033


Sandeep Gupta

00035751

15.06.1978

38

17.01.2000

01.10.2014

18 Lacs

1152968

Mr. Sushil Gupta (Relative of Director)

Mr. Manish Gupta (Relative of Director)

As given in Corporate Governance Report

Richa Holdings Limited , Riyana Infratech (P) Limited,


As per Remuneration and Nomination Policy of the Company

30 Lacs

Name of the Director

DIN

Date of Birth

Age

Date of First Appointment

Date of Appointment/Re-appointment

Qualification and Experience in Specific functional Areas

Remuneration Last Drawn

Shareholding in the Company

Relationship with other Directors and Key managerial

personnel of the Company

The Number of Meetings attended during the Year 2015-16

List of Directorship / Membership / Chairmanship of

commitees of other board

Terms & Condition of Appointment

Revised Remuneration

Dr. Sandeep Gupta , aged 38 years is presently designated as the Managing Director of the Company. With more than 16 years of experience in the industry, he has left no stone unturned in taking the organization to the zenith of success. Highly motivated and results driven professional, Dr. Gupta focuses on developing and maintainingthe corporate strategies, expansion & growth plans of the Company, resource mobilisation and Finance, Marketing and HR initiatives of Richa Industries Limited. The brain of Richa, Dr. Sandeep Gupta has done Doctorate in Management, Masters of Business Studies in Marketing, Graduate in Industrial Relations and Personnel Managementfrom CVS Delhi University and Diploma in Apparel Production Technologyfrom Pearl Institute & Diploma in Sales & Marketing from NIS (National Institute of Sales). He has been awarded the FCCI Excellence Awardfor being the outstanding SME Entrepreneur.

Details of Director seeking Re-appointment at the forthcoming Annual General Meeting (in pursuance of SEBI (Listing obligations and disclosure requirements) Regulations, 2015



MANAGEMENT DISCUSSION AND ANALYSIS

Forward Looking Statements

This report contains forward-looking statements, which may be identified by the use of words like 'plans', 'expects', 'will', 'anticipates', 'believes', 'intends', 'projects', 'estimates' or other words of similar connotation. All statements that address expectations or projections about the future, including, but not limited to statements about the Company's strategy for growth, product development, market position, expenditures, and financial results, are forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company can not guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statement, on the basis of any subsequent developments, information or events.

Corporate Overview

Richa Industries Limited is a leading manufacturing company operational in Pre-Engineered Building, EPC (Engineering, Procurement & Construction) and Textile sectors. An ISO 9001:2008 certified company; Richa Industries Limited is listed at Bombay Stock Exchange. Richa Industries is the first PEB Company to be certified for OHSAS 18001:2007 by IRQS in 2016. Richa was established under the dynamic leadership of Mr. Sushil Gupta (Chairman) and Dr. Sandeep Gupta (Managing Director). Under their leadership, the organization has grown manifold. Enriched with an experience of over two decades, today, Richa is one of the fastest growing companies functioning in the northern part of the country. The company has reputed clientele enriched with government as well as private clients. The strict quality control measures, adoption of most modern and state-of-the art technology, innovative concepts and adhering to strict delivery schedules have made Richa today the most trusted name in the industry.

Overview of the Economy

Industry Overview

• Textile Industry

Opportunities & Challenges

The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as well as export demand. With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade. The (ATUFS) targets employment generation looms to better quality technology looms and improved quality of processing industry. However, there are several challenges ahead for the textile industry for enhancing its competitive strength and global positioning in terms of inflexible labour laws and poor infrastructure etc which will have to be addressed to sustain the growth momentum of the Country.

Risk & Concerns

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

India's GDP gained momentum in the final quarter of FY 2016 and pushed full-year growth to a five-year high. GDP grew 7.6% in FY 2016, which was up from 7.2% in the previous fiscal year and primarily reflected robust growth in private consumption, which accounts for nearly 60% of the economy. Nonetheless, ever since the Ministry of Statistics and Programme Implementation (MOSPI) introduced a new methodology last year to measure GDP, doubts continue to linger regarding the reliability of the data. According to the Ministry of Finance, the government met its budget deficit target for FY 2016, which was set at the equivalent to 3.9% of GDP. The budget deficit has been shrinking for several years and is expected to narrow further in FY 2016. The government has set a goal to reduce the shortfall to 3.5% of GDP in FY 2016.

India's textiles sector is one of the oldest industries in Indian economy dating back several centuries. Even today, textiles sector is one of the largest contributors to India's exports with approximately 11 per cent of total exports. The textile industry is also labor intensive and is one of the largest employers. The Indian textile industry has the capacity to produce a wide variety of products suitable to different market segments, both within India and across the world. The industry is the second largest employer after agriculture, providing employment to over 45 million people directly and 60 million people indirectly. The Indian Textile Industry contributes approximately 5 per cent to India's gross domestic product (GDP), and 14 per cent to overall Index of Industrial Production (IIP).The textiles sector has witnessed a spurt in investment during the last five years. Indian government has come up with a number of export promotion policies for the textiles sector. It has also allowed 100 per cent FDI in the Indian textiles sector under the automatic route.

.


Outlook

In textiles, your company future growth is quite stable and the outlook of the Company will remain positive

• Construction & Engineering (Pre Engineered Building) Industry

In India, the PEB market which is generally associated with investment and growth in the industrial and commercial sector, is ready to gain momentum. At the primary stage, in India, Pre-Engineered Building used to find application primarily in the construction of warehouse and industrial sheds. Today, PEBs are being used extensively in all sphere of building construction and also finds its applications in newer areas like power plant structures, bridge griders, shipyard structures etc. From warehouses to commercial space, and even residential villas and apartments PEB have used design and functionality to make a mark in urban and rural spaces and it would not be an exaggeration to say that PEB industry has act as a catalyst in the infrastructure development of the Country..

Growth potential for the Construction & Engineering (PEB) Industry

The growth of PEB industry was very optimistic in financial year 2015-16. The rise of this concept has also given a Boost to steel Manufacturing. Due to their high Strength, light weight and durability, steel is recognized as the most preferred and versatile material for construction across the world.

The key issues and challenges for Construction & Engineering Industry (PEB)

Like many other precision industries in India, the PEB industry also faces many challenges. One of them is the moderate level of acceptance among Indian corporate compared to developed economies. However, in the past decade, there has been increased acceptance of PEB owing to rapidly expanding industrialisation. The changing market environment has led to a shift towards more advanced technologies - one of them being PEB - owing to increasing demand from customers for faster project completion. Other challenges faced by the PEB industry include price volatility of raw material, mainly steel, and availability of skilled manpower.

Future outlook of this Industry

The construction industry accounts for over 66 per cent of total steel consumption .The Indian Government should promote steel as a construction material for speedy implementation of projects to avoid cost overruns and project delays .Dedicated towards maintaining the highest standards of quality in every project, Richa PEB team is committed to take the brand to newer heights of success. We are committed to Design, Manufacture and Install Pre-Engineered Steel Buildings, which are 100% custom built and designed in accordance with sound principle of Engineering using Computer aided designing. We offer hi-tech solutions to our customers by utilizing MBS (Metal Building Software), Staad Pro (3D Structural analysis and design software) and Tekla (Model-based software) with highest precision to meet the structural requirements of the Pre-Engineered Steel Building Systems. The organization on the whole provides complete and the most economical building solutions under one roof

Financial Performance stYour Company achieved a turnover of Rs 48006.50 Lacs for the year ended 31 March, 2016, as compared with Rs 30231.19 Lacs in

the previous year. The operating profit before tax stood at 1302.18 Lacs as against Rs 1001.11 Lacs in 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 Net profit for the year stood at Rs 1059.11 Lacs against Rs 722.25 Lacs reported in the previous year.

Internal Control Systems and their adequacy

Richa Industries Limited has a proper and adequate system of internal controls to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, reported and recorded quickly. The Company internal controls are supplemented by an extensive programme of internal audits, review by management and documented policies, guidelines and procedures. Internal auditors reports it's finding to the audit Committee of the Board of Directors.

The Company maintains a system of internal control designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations, the reliability of financial controls and compliance with laws and regulations as applicable in the various jurisdictions in which the Company operates.



Health Safety and Environment

The Company is continuously working for the safety of the employees and also to minimize the environmental impact on its operations. The Company continuously provides and maintains best safety measures in the plants and also equipped with best pollution control with the best emissions norms. Regular medical examination of the employees is the integral part of the Company policy. All employees are obliged to ensure that they fully understand all policies and do fully comply with the requirements. The Company believes and ensures that there should be no injuries and incidents in their plants and taken OHSAS to ensure further safety & health of our employees & associates.

Human Resource and Industrial Relations

The Company is committed to enhance the talent through Professional Development Programme and which leads to overall organizational development. This is a part of human Resource function and it plays a role to support the organization growth and its sustainability in the long run. These programmes play an important role for employees for upgrading of their communication skills and talents which help the organization to gain momentum. The management of Richa has made continuous efforts to make the work environment cooperative among the employees. During the FY 2016, the Company had 618 employees.

Cautionary Statement

Statements in the Directors' Report & Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operation include raw material availability and prices, cyclical demand and pricing in the Company's principal market, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

Appreciation

Your Directors express their warm appreciation to all the employees working at various units for their diligence and contribution. Your Directors also wish to record their appreciation for the support and co-operation received from the dealers, agents, suppliers, bankers and all other stakeholders.

For and on Behalf of the Board of Directors

Sushil GuptaDate: May 30, 2016 Chairman & Managing Director


DIRECTORS' REPORTDear Shareholders,

Your 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 ResultsThe Company's Financial Performance, for the year ended March 31, 2016 is summarized below

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 Earning 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 st22.31 Crore as at 31 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.

Total RevenueTotal ExpensesProfit before extraordinary items and taxExtraordinary ItemsPROFIT BEFORE TAXLess: Current TaxDeferred TaxPROFIT FOR THE YEARAdd: Balance in Profit and Loss AccountSUB-TOTALLESS: APPROPRIATIONTransferred to General ReserveProposed DividendTax on DividendCLOSING BALANCE

48096.0646793.871302.1959.541361.73203.3999.231059.116833.397892.50

NILNILNIL7892.50

30287.8629286.741001.11146.03855.08125.427.42722.256111.156833.39

NILNILNIL6833.39

Current Year 31.03.2016

Particulars Previous Year31.03.2015

(Rs. in Lacs)



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 Committee2. Nomination and Remuneration Committee3. Stakeholder Relationship Committee4. 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, 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. 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' REPORTSTATUTORY 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 thereunder, the Board has appointed M/s Kapil Kachhawa & Associates, Company Secretary in Practice (C.P. No. 15864) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure-IV and forms an integral part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

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 through out the year.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its Redressal is placed on the Intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

In terms of the provisions of Section 197(12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, During the year, none of the employee was in receipt of remuneration of Rs 5, 00,000/- per month or Sixty Lacs during the year and for the part of the year.

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-V and form an integral part of this report. During the FY 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 GuptaPlace: Faridabad Chairman & Managing Director


Annexure I to Directors' Report

Particulars of Energy Conservation, Technology absorption and foreign exchange earnings and outgo required under Section 134 (3) (m) of the Companies Act, 2013 read with rule (8) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2016 is given here below and forms part of the Directors' Report

(A) CONSERVATION OF ENERGY

(i) Steps taken for Conservation of energy

Company continues its efforts to reduce and optimize the energy consumption at all manufacturing unit.Some of the initiatives taken during the financial year 2015-16 were as follows:

Major Energy Conservation measures taken during the year 2015-16

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

• Energy Audit has been done to reduce the Energy Consumption.

• The Company at its plant at Kashipur is having all state of art facilities utilizing minimum energy using industrial LED lights, welding automation, VFD drives on Motors etc. We are focused to save energy in projects. We are promoting green building products like steel etc. in our projects.

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

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

(iii) The Capital investment on energy conservation Equipments: NIL

(B) TECHNOLOGY ABSORPTION

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

• Using LED Lights for energy savings at our Kashipur Plant• Installation of wind Turbo ventilators at our Kashipur Plant• Installation of energy efficient AC Drives

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

• Your Company has developed multistory composite construction using steel & concrete and it is most sustainable technology where only 20% material consumption is used as compared to an RCC structures. Using Steel & Composite Structure which offers saving in energy & given green building.

• Improved productivity and cost reduction • Time saving• Reduction in wastage

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

Details of Technology ImportedTechnology Import form

Year of ImportStatus Implementation

and absorption

NIL



(iii) The expenditure incurred on Research & Development (R & D)

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

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

• Multiple Projects PAN India basis.

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

• Timely execution of Projects with the Support of ERP.

• Performance Measurement at different levels.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the following are the details as follows:

Particulars

Earnings

Outgo

2015-16

NIL

7144087

2014-15

5850201.15

7820757

(in Rs.)


FORM NO. MGT-9

EXTRACT OF ANNUAL RETURNAs on Financial Year ended on 31.03.2016

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

I. REGISTRATION & OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the Company shall be stated)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

1. CIN 2. Registration Date 3.

Name of the Company

4.

Category/Sub-category of the Company

5.

Address of the Registered office & contact details

6.

Whether listed Company

7.

Name, Address & contact details of the Registrar & Transfer Agent, if any.

L17115HR1993PLC032108 15-09-1993 RICHA INDUSTRIES LIMITED

PUBLIC COMPANY/LIMITED BY SHARES

Plot-29,DLF Industrial Area,Phase-II,Faridabad-121003 Tel:0129-4133968, Fax: 0129-4133969

Yes

Link Intime India Pvt Ltd

44,Community Centre, 2nd Floor, Near PVR,

Phase-I, Naraina Industrial Area, New Delhi-110028PH:011

4141

0592,93,94

Fax:011

4141

0591

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

NIC Code of the Product/service

1 Textile 2365

2 Construction and Engineering (PEB)

3410

% to total turnover of the Company

39.56

60.44

Sl No Name and Address of the Company

CIN/GIN Holding/Subsidiary/Associate

% of Shares held

Applicable Section

Annexure II

- - - - - -



IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. Category-Wise Shareholding

Category of Share holders No of Shares held at the Beginning of the year No of Shares held at the end of the year %chaduring

the year

nge

Demat Physical Total % of Shares

Total % of Shares

Total Demat Physical Total

(A) Promoters(1) Indian

a) Individuals/ Undivided Family

Hindu 4725555

0

4725555

21.18

0 5840555

b) Central Government 0 0 0 0.00 0 0

c) State Government(s) 0

0

0

0.00

0 0

d) Bodies Corporate 8078774

0

8078774

36.20

0 8078774

e) Banks/FI

0

0

0

0.00

0 0

f) Any Other

0

0

0

0.00

0 0

12804329 0 12804329 57.38 0 13919329

Sub-Total (A)(1):-(2) Foreign

a) NRIs Individuals

0

0

0

0.00

0 0

b) Others Individuals

0 0 0 0.00 0 0

c) Bodies Corporate 0 0 0 0.00 0 0

d) Banks/ FI 0 0 0 0.00 0 0

e) Any Other 0 0 0 0.00 0 0

Sub-Total (A)(2):- 0

0

0

0.00

0 0

Total (A)= (A)(1)+(A)(2)

Shareholding of Promoter 12804329 0 12804329 57.38 0 13919329

B. Public shareholding

0 0 0 0.00 0 0

0 0 0 0.00 0 0

1. Institutions

a) Mutual Funds

b) Banks/ FIc) Central Government

0 0 0 0.00 0 0

d) State Government(s) 0 0 0 0.00 0 0

e) Venture Capital Funds 0 0 0 0.00 0 0

f) Insurance Companies 0 0 0 0.00 0 0

g) FII 0 0 0 0.00 0 0h) Foreign Venture Capital Funds 0 0 0 0.00 0 0

i) Other (specify) 0 0 0 0.00 0 0

Sub - Total (B)(1) 0 0 0 0.00 0 0

2. Non-institutions

a) Bodies Corporate

1718879 0 1718879 7.70 0 1211371

0 0 0 0.00 0 0

i) Indian

ii) Overseas

b) Individuals i. Individual

holding nominal share capital up to Rs. 1 Lakh

shareholders

ii. Individual holding nominal share capital in excess of Rs. 1 Lakh

shareholders

2315281 83 2315364 10.38 83 3642338

4771648 0 4771648 21.38 0 3129303

c) Other (specify)i) Non Resident (Non Repat)

Indian

ii) Non Resident Indian (Repat)

iii) Clearing Members

50704 0 50704 0.23 0 51562

148079 0 148079 0.66 0 426031

505997 0 505997 2.27 0 805640

iv) Hindu Undivided Family 0 0 0 0.00 0 244426

SubTotal (B)(2) : 9510588 83 9510671 42.62 83 9510671

Total Public (B)= (B)(1)+(B)(2)

Shareholding 9510588 83 9510671 42.62 83 9510671

C) Shares held by for GDRs & ADRs

Custodians 0 0 0 0.00 0 0

GRAND TOTAL (A)+(B)+(C)

22314917 83 22315000 100.00

5840555

0

0

8078774

0

0

13919329

0

0

0

0

0

0

13919329

0

00

0

0

0

00

0

0

1211371

0

3642255

3129303

51562

426031

805640

244426

9510588

9510588

0

23429917 83 23430000

24.93

0.00

0.00

34.48

0.00

0.0059.41

0.00

0.00

0.00

0.00

0.00

0.00

59.41

0.00

0.000.00

0.00

0.00

0.00

0.000.00

0.00

0.00

5.17

0.00

15.55

13.35

0.22

1.81

3.43

1.04

40.59

40.59

0.00

100.00

3.75

0.00

0.00

-1.72

0.00

0.002.02

0.00

0.00

0.00

0.00

0.00

0.00

2.09

0.00

0.000.00

0.00

0.00

0.00

0.000.00

0.00

0.00

2.53

0.00

5.17

-8.02

0.00

1.15

1.17

1.04

-2.02

-2.02

0.00

0.00


(ii) Shareholding of Promoters

No of Shares

% of total shares of the Company

% of Shares pledged/encumbered to total shares

No of Shares

% of total shares of the Company

% of Shares pledged/encumbered to total shares

% Change in shareholding during the year

1

Sushil Gupta

1055706

4.73

1100706

2

Geeta Devi

275570

1.23

435570

3

Subhash Gupta

481667

2.16

981667

4

Usha Gupta

346498

1.55

591498

5

Sandeep Gupta

1152968

5.17

1152968

6

Manish Gupta

168954

0.76

318954

7

Shweta Gupta

84746

0.38

84746

8

Garima Gupta

572223

2.56

572223

9

Akash Gupta

587223

2.63

602223

10

Richa Holdings Ltd

7621156

34.15

7621156

11 Jewel Garments

Pvt Ltd457618 2.05 457618

Total 12804329 57.38

4.48

0

0

0

4.48

0.67

0

0

0

13.12

0

22.75 13919329

4.70

1.86

4.19

2.52

4.92

1.36

0.36

2.44

2.57

32.54

1.95

59.41

4.26

0

0

0

4.26

0.64

0

0

0

12.49

0

21.65

0.22

0.63

0.44

0.97

0.00

0.69

0.00

0.00

0.06

0.00

0.00

3.01

Sr.No

Shareholders Name

Shareholding at the Beginningof the year

Shareholding at the end of the year

iii. Change in Promoters Shareholding (Please specify, if there is no change)

S. No.

Share Holder’ s Name

No. of the shares at the beginning of the year (01.04.2015)

% of the total shares of the company

Date Increase/Decrease in Shareholding

Reason Cumulativ e shares during the year

% of the total shares of the company during the year

1. Manish Gupta

168954

0.76

28/07/2015

150000

Preferential allotment

318954

1.36

2. Akash Gupta

587223

2.63

28/07/2015

15000


602223

2.57

3. Sushil Gupta

1055706

4.73

28/07/2015

45000


1100706

4.70

4. Subhash

Gupta

481667

4.73

28/07/2015

500000


981667

4.19

5. Usha Gupta

346498

1.55

28/07/2015

245000

Preferential

allotment

591498

2.52

6. Geeta Devi

275570

1.23

28/07/2015

160000


435570

1.86

7. Sandeep Gupta

1152968

5.17

No Change

1152968

5.17

8. Shweta Gupta

84746

0.38

No Change

84746

0.38

9. Garima Gupta

572223

2.56

No Change

572223

2.56

10 Richa Holdings

Ltd

7621156 34.15 No Change 7621156 34.15

11. Jewel Garments

Pvt Ltd

457618 2.05 No Change 457618 2.05



iv. Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

S. No.




Date Increas

e/ Decrease in Shareholding

Reason Cumulat

ive shares during the year


1. SHUBHAM YADAV

600000

2.5608

No Change

600000

2.5608

2. SUNVISION INFOTECH PVT LTD

353586

1.5091

No Change

353586

1.5091

3. BOI SHAREHOLDING LIMITED

291000

1.2420

No Change

291000

1.2420

4.

VARUN KUMAR

220000

0.9390

No Change

220000

0.9390

5. EDELWEISS BROKING LTD

3308

0.0141

3308

0.0141

10

Apr 2015

150

Transfer

3458

0.0148

17

Apr 2015

600

Transfer

4058

0.173

24

Apr 2015

1020

Transfer

5078

0.0217

01

May 2015

600

Transfer

5678

0.0242

08

May 2015

3285

Transfer

8963

0.0383

15

May 2015

1830

Transfer

10793

0.0461

22 May 2015

1803

Transfer

12596

0.0538

29 May 2015

(50)

Transfer

12546

0.0535

05 Jun 2015

6466

Transfer

19012

0.0811

12 Jun 2015

14

Transfer

19026

0.0812

19 Jun 2015 (355) Transfer 18671 0.0797 26 Jun 2015 (10170) Transfer 8501 0.0363 30 Jun 2015 7 Transfer 8508 0.0363 03 Jul 2015 410 Transfer 8918 0.0381 10

Jul 2015

264

Transfer

9182

0.0392

17

Jul 2015

(150)

Transfer

9032

0.0385

31 Jul 2015

149

Transfer

9181

0.0392

07

Aug 2015

1950

Transfer

11131

0.0475

14

Aug 2015

77086

Transfer

88217

0.3765

21 Aug

2015

26428

Transfer

114645

0.4893

28

Aug 2015

28533

Transfer

143178

0.6111

04

Sep 2015

3736

Transfer

146914

0.6270

11

Sep 2015

950

Transfer

147864

0.6311

18

Sep 2015

(114105)

Transfer

33759

0.1441

25

Sep 2015

7103

Transfer

40862

0.1744

09

Oct 2015

(50)

Transfer

40812

0.1742

16

Oct 2015

18096

Transfer

58908

0.2514

23

Oct 2015

13941

Transfer

72849

0.3109

30

Oct 2015

28009

Transfer

100858

0.4305

06

Nov 2015

13309

Transfer

114167

0.4873

13

Nov 2015

800

Transfer

114967

0.4907

20

Nov 2015

2480

Transfer

117447

0.5013

27

Nov 2015

35071

Transfer

152518

0.6510

04

Dec 2015

(7141)

Transfer

145377

0.6205

11

Dec 2015

37677

Transfer

183054

0.7813

18 Dec 2015 (68546) Transfer 114508 0.4887

25 Dec 2015 47848 Transfer 162356 0.692931 Dec 2015 34968 Transfer 197324 0.842201 Jan 2016 2945 Transfer 200269 0.8548


08 Jan 2016 7882 Transfer 208151 0.888415 Jan 2016 16633 Transfer 224784 0.959422 Jan 2016 (34459) Transfer 190325 0.8123

29

Jan 2016

(328)

Transfer

189997

0.8109

05

Feb 2016

868

Transfer

190865

0.8146

12

Feb 2016

(1200)

Transfer

189665

0.8095

19

Feb 2016

19964

Transfer

209629

0.8947

26

Feb 2016

5900

Transfer

215529

0.9199

04

Mar 2016

2954

Transfer

218483

0.9325

11

Mar 2016

(19300)

Transfer

199183

0.8501

18

Mar 2016

(30859)

Transfer

168324

0.7184

25

Mar 2016

12155

Transfer

180479

0.7703

31

Mar 2016

37583

Transfer

218062

0.9307

At the End of the Year

218062

0.9307

`6

PIYUSH RAMJIBHAI PATEL

0

0.0

0

0.00

24

Apr 2015

20000

Transfer

20000

0.0854

01

May 2015

10000

Transfer

30000

0.1280

11

Sep 2015

5030

Transfer

35030

0.1495

25

Sep 2015

35030

Transfer

70060

0.2990

30

Sep 2015

(35030)

Transfer

35030

0.1495

09

Oct 2015

(2000)

Transfer

33030

0.1410

13

Nov 2015

(4303)

Transfer

28727

0.1226

18

Dec 2015

31273

Transfer

60000

0.2561

25

Dec 2015

34000

Transfer

94000

0.4012

31 Dec 2015

16000

Transfer

110000

0.4695

01 Jan 2016

5000

Transfer

115000

0.4908

08 Jan 2016

15000

Transfer

130000

0.5548

15 Jan 2016

11048

Transfer

141048

0.6020

12 Feb 2016

10000

Transfer

151048

0.6447

19 Feb 2016

45000

Transfer

196048

0.8367


196048 0.8367

7 NASSAR . P. V . 0 0.0000 0 0.0000 11 Dec 2015 11000 Transfer 11000 0.0469 18 Dec 2015 4000 Transfer 15000 0.0640 25 Dec 2015 10000 Transfer 25000 0.1067 08 Jan 2016 7695 Transfer 32695 0.1395 15

Jan 2016

7305

Transfer

40000

0.1707

05

Feb 2016

20000

Transfer

60000

0.2561

12 Feb 2016

10000

Transfer

70000

0.2988

19 Feb 2016

20000

Transfer

90000

0.3841

26 Feb 2016

7000

Transfer

97000

0.4140

04

Mar 2016

9245

Transfer

106245

0.4535

11

Mar 2016

23755

Transfer

130000

0.5548

18

Mar 2016

30000

Transfer

160000

0.6829

25

Mar 2016

1815

Transfer

161815

0.6906


31

Mar 2016

8185

Transfer

170000

0.7256

8 HRIDAYNATH

CONSULTANCY PRIVATE

0 0.0000 0 0.00



31 Dec 2015 100000 Transfer 100000 0.4268

08 Jan 2016 (55000) Transfer 45000 0.1921

18 Mar 2016 100000 Transfer 145000 0.6189


145000 0.6189

9 JAIDEEP SAMPAT

0 0.0000 0 0.0000

18 Sep 2015 96398 Transfer 96398 0.4114

25 Sep 2015 96398 Transfer 192796 0.8229

30 Sep 2015 (96398) Transfer 96398 0.4114

(1974) Transfer 94424 0.4030 At the End of the

Year

Transfer 94424 0.4030

10

JITENDRA SHANKARLAL PATEL

Transfer

11

Dec 2015

85802

Transfer

85802

0.3662


Transfer 85802

0.3662

11

SMVD SECURITIES PRIVATE LIMITED

451853

1.9285

Transfer 451853

1.9285

17

Apr 2015

(72963) Transfer

378890

1.6171

24 Apr 2015

(27887) Transfer

351003

1.4981

01 May 2015

(2288)

Transfer

348715

1.4883

22 May 2015

(76978)

Transfer

271737

1.1598

29 May 2015

(12904) Transfer

258833

1.1047

05 Jun 2015

(300)

Transfer

258533

1.1034

10 Jul 2015

77871

Transfer

336404

1.4358

24

Jul 2015

45243

Transfer

381647

1.6289

31 Jul

2015

(32140) Transfer

349507

1.4917

07

Aug 2015

150351 Transfer

499858

2.1334

14

Aug 2015

(221868) Transfer

277990

1.1865

21

Aug 2015

(39958)

Transfer

238032

1.0159

28

Aug 2015

(9538)

Transfer

228494

0.9752

20

Nov 2015

(63502)

Transfer

164992

0.7042

27

Nov 2015

42497

Transfer

207489

0.8856

04

Dec 2015

(6344)

Transfer

201145

0.8585

11

Dec 2015

385432

Transfer

586577

2.5035

18

Dec 2015

(210344) Transfer

376233

1.6058

25

Dec 2015

(203064)

Transfer

173169

0.7391


31 Dec 2015 (41619)

Transfer 131550 0.5615

08 Jan 2016 (125063) Transfer 6487 0.0277

15 Jan 2016 400000 Transfer 406487 1.7349

05 Feb 2016

(52705) Transfer

353782

1.5100

12 Feb 2016

(32441) Transfer

321341

1.3715

19 Feb 2016

(113446)

Transfer

207895

0.8873

26 Feb 2016

94428

Transfer

302323

1.2903

04

Mar 2016

(73311)

Transfer

229012

0.9774

11

Mar 2016

124075

Transfer

353087

1.5070

18

Mar 2016

(140660)

Transfer

212427

0.9066

25

Mar 2016

(19362)

Transfer

193065

0.8240

31

Mar 2016

(143425)

Transfer

49640

0.2119


Transfer

49640

0.2119

12

ANGEL FINCAP PRIVATE LIMITED

501500

2.1404

501500

2.1404

15

May 2015

1000

Transfer

502500

2.1447

17

Jul 2015

1000

Transfer

503500

2.1490

24

Jul 2015

650

Transfer

504150

2.1 517

31

Jul 2015

(1000 )

Transfer

503150

2.1475

07

Aug 2015

(650 )

Transfer

502500

2.1447

14

Aug 2015

1500

Transfer

504000

2.1511

21

Aug 2015

1000

Transfer

505000

2.1554

28

Aug 2015

(620 )

Transfer

504380

2.1527

11

Sep 2015

(320 )

Transfer

504060

2.1513

23

Oct 2015

(300000)

Transfer

204060

0.8709

20

Nov 2015

2000

Transfer

206060

0.8795

27

Nov 2015

(200000)

Transfer

6060

0.0259

04

Dec 2015

4500

Transfer

10560

0.0451

11

Dec 2015

1000

Transfer

11560

0.0493

18

Dec 2015

(500 )

Transfer

11060

0.0472

25

Dec 2015

(500 )

Transfer

10560

0.0451

31

Dec 2015

(2500 )

Transfer

8060

0.0344

01

Jan 2016

(500 )

Transfer

7560

0.0323

08

Jan 2016

(1180 )

Transfer

6380

0.0272

15

Jan 2016

(500 )

Transfer

5880

0.0251

22

Jan 2016

(2900 )

Transfer

2980

0.0127

05

Feb 2016

(1380 )

Transfer

1600

0.0068

04

Mar 2016

(100 )

Transfer

1500

0.0064

31

Mar 2016

1000

Transfer

2500

0.0107


2500

0.0107

13

SUDHIR KUMAR MITTAL

514185

2.1946

Transfer

514185

2.1946



07 Aug 2015 (200000) Transfer 314185 1.3410

21 Aug 2015 (100000) Transfer 214185 0.9141

25

Sep 2015

214185

Transfer

428370

1.8283

30

Sep 2015

(214185)

Transfer

214185

0.9141

27

Nov 2015

(200000)

Transfer

14185

0.0605

18

Dec 2015

(14185) Transfer

0

0.0000

AT THE END OF THE YEAR

0

0.0000

14 SUNAINA YADAV

400000

1.7072

400000

1.7072

25 Sep 2015

400000 Transfer

800000

3.4144

30 Sep 2015 (400000)

Transfer 400000 1.7072

26 Feb 2016 (200000)

(200000)

Transfer 200000 0.8536

11 Mar 2016

Transfer 0 0.0000


0

0.0000

15 MRINAL KHURANA

400000

1.7072

400000

1.7072

25

Sep 2015

400000

Transfer

800000

3.4144

30

Sep 2015

(400000)

(400000)

Transfer

400000

1.7072

15

Jan 2016

Transfer

0

0.0000


Transfer

0

0.0000

16 DEVENDER

KUMAR

250000

1.0670

250000

1.0670

10

Jul 2015

(100000)

(100000)

Transfer

150000

0.6402

24

Jul 2015

Transfer

50000

0.2134

07 Aug 2015 (50000) Transfer 0 0.0000


0 0.0000

V. Shareholding of Directors and Key Managerial Personnel

S. No.




Date Increase/ Decrease in Shareholding

Reason Cumulative shares during the year


1. Dr. Sandeep Gupta

1152968

5.16

No Change 1152968

5.16

2. Mr. Sushil Gupta

1055706

4.73 28/07/2015 45000 Preferential Allotment

1100706 4.70


V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars

Secured Loans excluding Deposits

Unsecured Loans

Deposits

Total Indebtedness

i) Principal Amount 16611.58

2344.10

-

18955.68

ii) Interest due but not paid 85.90

-

-

85.90

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 16697.48

2344.10

-

19041.58

Change in Indebtedness during the financial year

* Addition 2552.19

-

-

2552.19

* Reduction 1460.55

374.95

-

1835.50

Net Change 1091.64

(374.95)

-

716.69

Indebtedness at the end of the financial year

i) Principal Amount 17696.66

1969.15 -

19665.81

ii) Interest due but not paid 92.46 - - 92.46

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 17789.12

1969.15

-

19758.27

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole Time Director and /or Manager

Sr. No

Particulars of Remuneration

Name of MD/WTD/Manager

Total Amount (In Rs)

CMD

Jt. Managing Director

Sushil Gupta Sandeep Gupta

1 Gross Salary

(a) Salary as per provisioncontained in Section 17(1)

of the Income Tax Act, 1961

(b) Value of Perquisites us 17(2)of the Income Tax Act, 1961

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

Act, 1961

18,00,000 -

-

18,00,000 -

-

36,00,000 -

-

2 Stock Option - - - 3 Sweat Equity - - - 4 Commission As % of Profit

Others, specify

- - -

5 Others, Please specify - - - Total (A)

18,00,000

18,00,000

36,00,000

Ceiling as per the Act

(Rs. in Lacs)



B. Remuneration to other Directors:

C. Remuneration To Key Managerial Personnel Other Than Md/manager/wtd

Sr. No Particulars of Remuneration Name of Directors Total Amount (In Rs.) 1 Independent Director Nitin Agarwal Sonia Nankani Bhawana Singhal

Sitting Fee for attending Board/Committee Meetings Commission Others, Please Specify

Sitting Fee for attending Board/Committee Meetings Commission Others, Please Specify

130000 100000 20000 250000

Total (1) 130000 100000 20000 250000 2 Other Non-Executive Directors

NIL NIL NIL NIL

Total (2) NIL NIL NIL NIL Total Managerial Remuneration

Total (B)=(1+2)

130000 100000 20000 250000

Sr. No Particulars of Remuneration Key Managerial Personnel Total Amount (In Rs) CFO CS Gaurav Yadav 1 Gross Salary

(a) Salary as per provision contained in Section 17 (1) of the Income Tax Act, 1961

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

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

- -

-

4,20,000

-

-

4,20,000 -

-

2 Stock Option - - - 3 Sweat Equity - - - 4 Commission As % of Profit

Others, specify

- - -

5 Others, Please specify - - - Total (A)

-

4,20,000

4,20,000

Ceiling as per the Act

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type

Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/Compounding fees impose

Authority (RD/NCLT/COURT)

Appeal Made if any (give details) A. Company

Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL B. Directors

Penalty

NIL

NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

NIL

Compounding NIL NIL NIL NIL NIL C. Officers in Default

Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding

NIL

NIL

NIL

NIL

NIL


Annual Reports Details of the CSR Activities

1. A brief outline of the company's CSR Policy included Overview of the projects or Programme proposed to be undertaken and a reference to the web link to the CSR Policy and projects and program

The company has proposed to undertake activities relating to educational area including encourage to promote and expose the sector of education through the various activities etc., for the financial year 2015-16. The activities and funding are monitored internally by the company

2. The composition of the CSR Committee.

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

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

The average net profit for the last three year is Rs.1717.50 Lacs

4. Prescribed CSR expenditure (two percent of the amount as in item 3 above).

The company is required to spend Rs. 35 Lacs towards CSR for the financial year 2015-16.

5. Detail of CSR spent during the financial year;

(a) Total amount spent for the financial year: Rs.40 Lacs(b) Amount unspent , if any: NIL(c) Manner in which the amount spent during financial year is detailed below:

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

Education is increasingly changing the capacity of our nation. Corporate social responsibility in education can provide the necessary support for this sector. Richa Industries Limited identified and integrated with the H.R. Education & Charitable Foundation and H.R. Education & Charitable Foundation is section 25 Company with its Board members having an experience of working in education for more than 15 years. The promoters owns 50 acres of land on NH1 (GT Road) in Sonipat which is located in the vicinity of Rajiv Gandhi Education City and many other universities The main aim of this foundation to create educational infrastructure and to establish Rishihood university as a temple of learning par excellence.. FCS Foundation is also a Non-Profit organization and which is also promote education and learning for thebenefit of the society

Annexure-III

Rs. in Lacs

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

CSR Project or activity Identified

Sector in which the project is covered

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

Amount outlay (budget) project or programs wise

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

Cumulative expenditure up to the reporting period

Amount spent direct or through implementing agency

1. H.R. Education & Charitable Foundation

Schedule 7 (ii) Promoting Education

Delhi 25 25 25 25

2. FCS Foundation

Schedule 7 (ii) Promoting Education

Delhi 15 15 15 15

Total 40 40 40 40



6. In case the company has failed to spend the Two percent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report: Not applicable

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

For and on behalf of Board of Directors

Sushil Gupta Sandeep Gupta Chairman cum Managing Director Chairman of CSR Committee

DIN : 00035854 DIN : 00035751

Date: 30th May, 2016 Place: Faridabad

CONTENTS OF CSR POLICY(Approved by the Board of Directors)

Our aim is to be one of the most respected companies in India delivering superior and sustainable value to all our customers, business Partners, Shareholders, Employees and the host communities. The CSR initiatives focus on holistic development of host communities and create social, environmental and economic value to the society.

The company's commitment to CSR projects and programs will be by investing recourses into any of the following.• Improving the quality of life in Educational area.• Promoting the educational level in rural area.• Enhancing the personal skills in education.• Contribution to funds for promoting technology in education.


SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

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

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Richa Industries Ltd (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2016 according to the provisions of:

(I) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the Audit Period);

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

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the securities and exchange board of India (Prohibition of Insider Trading) Regulation, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999 (Not applicable to the Company during the Audit Period);(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not

applicable to the Company during the Audit Period);(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client (Not Applicable as the Company is not registered as Registrar and Transfer Agents with SEBI);

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

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

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

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

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

I have also examined compliance with the applicable clauses of the following:(i) Secretarial Standards issued by The Institute of Company Secretaries of India.(ii) The Listing Regulation entered into by the Company with Bombay Stock Exchange Limited.(iii) Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015; (witheffect from December 1, 2015).

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

Annexure-IV



I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes.

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

For Kapil Kachhawa & Associates

Kapil KachhawaProprietor

thDATE : 30 May 2016 ACS No.42638PLACE: Faridabad CP No.15864

This report is to be read with my letter of even date which is annexed as Annexure-II and forms an integral part of this report.

Annexure IMajor General Acts, Laws and Regulations as applicable to the Company

1. Factories Act, 19482. Direct and Indirect Tax Laws3. Laws relating to Employees, Contract Labour, Child Labour, Wages, Gratuity, Provident Fund, Bonus, Compensation,

Employees State Insuranceetc.4. Environment Protection Laws5. Laws relating to prevention and control of Pollution6. Indian Boilers Act, 19237. Land Revenue Laws of respective states 8. Legal Metrology Act, 20099. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rederessal) Act, 201310. Motor Vehicles Act, 198811. Competition Act, 200212. Laws relating to Trade Marks, Copyright, Design etc.

Annexure- IITo, The Members, Richa Industries LimitedPlot No.29, DLF Industrial Area, Phase-II, Faridabad-121003Haryana

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

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

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

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

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

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

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

Place: FaridabadDate : 30th May, 2016


DISCLOSURE IN DIRECTORS' REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014

Note : Managerial Personnel includes Chairman and Managing Director.Calculation of Market Capitalization, price to earning and other details are based on Stock Price on BSE Limited on relevant date.

Annexure-V

Sr.No. Requirements Disclosure

Name of the Director Ratio

1

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

Dr. Sandeep Gupta

Shri Sushil Gupta

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

2

The percentage increase in remuneration of eachDirector, Chief Financial Officer and Company Secretaryin the Financial Year

Shri Sushil Gupta -

CMD

Dr. Sandeep Gupta -

Jt. MD

Shri Gaurav Yadav

–

CS

10.56x

10.56x

-

-

-

3

The percentage increase in the median remuneration During FY 2015-16, the percentage increase in the median emuneration of Employees as compared to previous year was approximately 9.91%.

of employees in the financial year:

4 The number of permanent employees on the rolls of company There were 618 employees as on March 31, 201 6

5

The explanation on the relationship between average Factors considered while recommending increase in fixed compensation:increase in remuneration and company performance:

1.

Fin ancial performance of the Company.

2.

Comparison with peer companies.

3.

Industry Benchmarking

4.

Contribution made by the employee.

5.

Regulatory guidelines as applicable to Managerial Personnel.The Company had revenue growth of 58.80%

over the previous year. ge increase in remunerationof the employees is 9.91% (approx.)

against which the avera

6

Comparison of the remuneration of the Key Managerial For the FY 2015-16, the remuneration paid to all Three KMPs aggregate to Approximately 0.08% of the Gross Revenue. The Gross revenue was Rs. 48096.06 Lacs (previous year Rs. 30287.86 lacs)

Personnel against the performance of the company;

7

Variations in the market capitalization of the Company, Particulars 2007 2015 2016

price earnings ratio as at the closing date of the Share Price as

20 27.75 30.40

current financial year and previous financial year and At 31st

March

percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies;

No of Equity shares.

16925554

22315000 23430000

PE Ratio

0.11

8.56

6.62

Market Capitalization 338511080 619241250 712272000

8

Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison

with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Average increase in remuneration is 9.91% other than managerial personnel and there was no increase in the managerial remuneration.

for employees

9

Comparison of the each remuneration of the Key Managerial Personnel against the performance f the Company.

Particulars

Remuneration

(in Rs.)

% of Gross Revenue ForFY 2016

% of Net Profitfor FY 2016

Shri Sushil Gupta- CMD

1800000

0.037

1.70

Dr. Sandeep Gupta- Jt. MD

1800000 0.037 1.70

Shri Gaurav Yadav - CS

420000 0.009 .40

10 The Key Parameters for any Variable Component of remuneration availed by the Directors.

N.A

11 The Ratio of the remuneration of the highest paid comparisiondirector to that of the employees who are not directorsbut receive remuneration in excess of the highestpaid director during the year.

Name of Employ ees Ratio

Atul Tomar 1.15%

Manoj Kumar Kumaoni 1.09%

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

Yes, It is confirmed

*However, during FY 2015-16 the Company pays remuneration as per the terms of engagement and in compliance with section 197 read with Schedule V of the Companies Act, 2013 and in accordance with Members approval.



CORPORATE GOVERNANCE REPORT

Corporate Governance is the set of policies, processes and practices governing the affairs of a Company in pursuit of its business goals. Corporate Governance is based on the principles of integrity, fairness, equity, transparency, accountability and commitment to values. Good governance practices stem from the culture and mindset of the organization. As stakeholders across the globe evince keen interest in the practices and performance of companies, Corporate Governance has emerged on the centre stage.

Over the years, governance processes and systems have been strengthened and institutionalized at Richa. Effective implementation of these policies underpins the commitment of the Company to uphold highest principles of Corporate Governance consistent with the Company's goal to enhance shareholders' value.

Keeping in view the Company's size, complexity, global operations and corporate traditions, the Company's Governance framework is based on the following main principles:

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

• Ensuring timely flow of information to the Board and its Committees to enable them discharge their functions effectively.• A sound system of risk management and internal control.• Independent verification and safeguarding integrity of the Company's financial reporting.• Timely and balanced disclosure of all material information concerning the Company to all stakeholders.• Transparency and accountability.• Fair and equitable treatment to all stakeholders including employees, customers, shareholders and investors.• Compliance with all the rules and regulations.

The Company recognizes that good Corporate Governance is a continuing exercise and is committed to follow the best practices in the overall interest of the stakeholders.

In accordance with Bombay Stock Exchange and the best practices followed internationally on Corporate Governance, the details of governance systems and processes are as under:

1. Company's Philosophy on Code of Governance

Corporate Governance deals with the complex set of relationships between the Company and its Board of Directors, management, shareholders, and other stakeholders. Your Company believes that changes are inevitable in the corporate world, whether relating to laws, rules, regulations, standards, procedures, public disclosures, thereby constantly posing challenges for the corporate to meet with the highest set of standards of business ethics and fair play. However adherence to Corporate Governance practices at each such time shall lead the way to transparent and just business operations.

Corporate Governance encompasses good practices, adherence to laws, procedures, standards and implicit rules that enable the management to take wise and sound decisions, whose results will have an impact not only on its shareholders, creditors, associates, employees and the government but society at large. The core objective of Corporate Governance is to maximize shareholder value through an open and transparent disclosure regime. Corporate Governance practice enables every stakeholder to have access to fullest information about the Company and its functioning thereby achieving stakeholder's satisfaction.

In view of the above statement, your Company reaffirms its commitment to excellence in Corporate Governance and constantly strives and endeavors to attain the high standards of business ethics and fair play, by employing the finest practices of corporate values and ethics. Your Company also believes that good Corporate Governance will also help to translate into being a responsible corporate citizen.

2. Board of DirectorsComposition and Category

The Board of Directors of the Company (“the Board”) provides leadership and guidance to the Company's Management and also supervises, directs and manages the performance of the Company. The Board has constituted various Committees of Directors, for the matters requiring special attention and their effective and efficient disposal.

stYour Company's Board is represented by professionally qualified Executive, Non-Executive and Independent Directors. As on 31 March, 2016, the Board consists of Two Executive Directors and Two Non-Executive Independent Director including one Women independent Director.

Details of the Directors constituting the Board, their category, shareholding in the Company, number of Directorships in other public limited companies etc. are as follows:


Directorship/Committee Membership as on March 31, 2016

No. of Board

Committee s Chairmanships held in all public companies

Name Designation DIN

Category

Shareholding in Company (No. of Shares)

Directors hips in

other Indian public companies

companies

No. of BoardCommittee s memberships held in all public

Mr. Sushil Gupta

Chairman andManaging Director

00035854 Executive Non-Independent

1055706 1 NIL NIL

Dr . Sandeep Gupta

Jt. Managing Director

00035751 Executive Non-

Independent1152968

2

NIL

NIL

Mr. Nitin Agarwal

Independent Director

03447905 Non-

Executive

Independent

NIL

NIL

NIL

NIL

*Ms. Sonia Nankani


06948950 Non-

Executive

IndependentNIL

NIL

NIL

NIL

** SinghalMs. Bhawana


07479682 Non-

ExecutiveIndependent

NIL NIL NIL NIL

Notes:*Ms. Sonia Nankani has resigned as Independent Director W.e.f. December 24, 2015.

rd**Ms. Bhawana Singhal was appointed as an Additional Independent Director w.e.f 23 March, 2016Directorship excludes Private Limited Companies, foreign companies and Alternate DirectorshipChairmanship / Membership of Committee only include Audit Committee and Stakeholders Relationship Committee in Indian Public Companies other than Richa Industries Limited. None of the Directors on the Board is a member of more then ten Committees and Chairman of more than five Committees across all companies in which they are Directors.Details of Director being retiring or re-appointed are given in the Notice of Annual General Meeting

Directors' ProfileBrief resume of all the Directors, nature of their expertise in specific functional areas are provided below:

Mr. Sushil Gupta(DIN 00035854)An engineer by profession, Mr. Sushil Gupta is the Chairman & Managing Director of the company. He has done his B. Tech (Mechanical) from Kurukshetra University, Haryana and M. Tech (CAD/CAM) from IIT- Delhi. With an experience of more than 25 years in the industry, Mr. Gupta has been the driving force behind the company's evolution. A visionary in true sense and a master of technological innovation, he has constantly been guiding the team along with the virtues of integrity and performance values. His core area of focus remains on R&D, cost effectiveness and New Developments. He has been awarded with Udyog Patra Award for self-made industrialist from IITF for his entrepreneurship & contribution to the industry. He has also received “Udyog Vibhusan” award for Excellence in Industrial Performance by the Institute of Trade and Industrial Development, New Delhi in June 2005.

Dr. Sandeep Gupta(DIN 00035751)Dr. Sandeep Gupta is the Joint Managing Director of the Company. With more than 16 years of experience in the industry, he has left no stone unturned in taking the organization to the zenith of success. Highly motivated and results driven professional, Dr. Gupta focuses on developing and maintaining the corporate strategies, expansion & growth plans of the company, resource mobilisation and Finance, Marketing and HR initiatives of Richa Industries Limited. The brain of Richa, Dr. Sandeep Gupta has done Doctorate in Management, Masters of Business Studies in Marketing, Graduate in Industrial Relations and Personnel Management from CVS Delhi University and Diploma in Apparel Production Technology from Pearl Institute & Diploma in Sales & Marketing from NIS (National Institute of Sales). He has been awarded the FCCI Excellence Award for being the outstanding SME Entrepreneur.

Ms. Sonia Nankani(DIN 06948950)

thActing as a Non- Executive Independent (Women) Director. She joined the Company on 14 August, 2014. She has an experience of over 5 years post Qualification CA in the field of Finance, taxation, Accounts, Audit, budgeting, private equity & in Healthcare Industry. She is a Qualified Chartered Accountant and an Associate member of the Institute of Chartered Accountants of India. She has done Bachelor of Business Management, Diploma in Business Finance and Certifications in NCFM. She was a University topper and Gold medalist in her graduation. Due to her leadership qualities & Commitment towards her work she was promoted as AGM in ASIAN Hospital Faridabad 350 Bedded & was handling a team of above 25 members. She is also associated with the ICAI Institute as a

thGMCS Trainer in New Delhi, Faridabad and was a speaker in National women CA conference which was held on January 4 2014 in thNew Delhi. She is no more associated with the Company Since 24 December, 2015.



Mr. Nitin Aggarwal(DIN 03447905)Mr. Nitin Agarwal aged about 38 years, has an experience of over 12 years in the field of law. He is an Advocate practicing in Supreme Court of India. He mainly deals in matters relating to Company Law, etc. He joined us in February, 2011. He is a Non-Executive, Independent Director.

Ms. Bhawana Singhal (DIN: 07479682)A Qualified FCA, with over 20 years rich experience in Accounts/Finance/Auditing in the Industry. She is well versed with statutory requirements under different laws, HR and general administration and she also qualified cost and work accountant, (ICWA). She is having a rich experience of Concurrent Audit, Statutory Audit, Revenue Audit, Stock Audit of borrowers of banks i.e. Central Bank of India, Allahabad Bank, Indian Overseas Bank, Oriental Bank of Commerce, Bank of India, State bank of Patiala, Union Bank of India, Punjab National Bank etc. A member of the Banking study group of I.C.A.I for the last three years and a visiting faculty of National Power Training Institute for diploma courses for Power Sector Enterprises. My association with the I.C.A.I Institute:-GMCS-I Faculty for NIRC of I.C.A.I for various topics of behavioral science and development of Personal Traits.

Independent DirectorsThe Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149 of the Companies Act, 2013 and regulation 16 (b) of the SEBI (Listing Obligation and Disclosure Requirements).A Formal letter of appointment to independent Director as provided in Companies Act, 2013 and the Listing Regulation has been issued and disclosed on website of the Company.

Board ProcedureThe Board meets at least once in a quarter to review the quarterly performance and the financial results. The Board Meetings are generally scheduled in advance and the notice of each Board Meeting is given in writing to each Director. All the items on the agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial/business plans, financial results, detailed presentations are made. This ensures timely and informed decision by the Board. To enable the Board to discharge its responsibilities effectively, the members of the Board are briefed of every Board Meeting, on the overall performance of the Company, with presentations by business heads. Senior Management is invited to attend the Board Meeting so as to provide additional inputs to the items being discussed by the Board.

Attendance of each Director at the Board Meetings and at the last Annual General Meeting of the Company held during the financial year 2015-16 is given below:

Name of the Director Att endance of meetings during 2015-16Board Meetings Last AGM

Mr. Sushil Gupta Dr. Sandeep Gupta Mr. Nitin Aggarwal

*Ms. Sonia Nankani **Ms. Bhawana Singhal

13 12 13

9 2

Yes Yes Yes

Yes N.A

Date Board Strength Number of Directors Present May 11, 2015 5 5 May 19,2015 4 4 May 29, 2015 4 4 June 29, 2015 4 4 July 28, 2015

4

4

August 14, 2015

4

4 November

4,2015

4

4 November

14, 2015

4

3 December 24,2015

4

4 January 04, 2016

3

3

February 12, 2016

3

3

March 23, 2016

4

4

March 31, 2016

4

4

*Ms Sonia Nankani has resigned with effect from December 24, 2015rd**Ms. Bhawana Singhal has been appointed as an additional Independent woman Director w.e.f. 23 March, 2016.

Number of Board Meetings held with datesThirteen Board Meetings were held during the current financial year. The Company has held at least one Board Meeting in every three months and the maximum time gap between any two such meetings was not more than four months. The details of the Board Meetings are as under:


Selection of Agenda Items for Board MeetingsAll the departments of the Company communicate to the Company Secretary well in advance with regard to matters requiring approval of the Board/Committees of the Board to enable her to include the same in the agenda for the Board/Committee meeting(s). Agenda papers are generally circulated to the Board/Committee members well in advance before the meeting.

All material information is incorporated in the agenda papers for facilitating meaningful and focused discussions at the meeting. The information regularly supplied to the Board inter-alia includes the following:

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

appointment or removal of Chief Financial Officer and the Company Secretary • Show cause, demand, prosecution notices and penalty notices, which are materially iimportant.• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.• Any material default in financial obligations to or by the Company, or substantial non-payment for goods sold by the company.• Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order

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

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

front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.• Sale of investment, subsidiaries, assets, which are material in nature and not in normal course of business.• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange

rate movement, if material.• Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service such as non-payment of

dividend, delay in share transfer, etc.

Recording Meetings of proceedings at Board and Committee MeetingsThe Company Secretary records minutes of proceedings of each Board and Committee Meeting. Drafts minutes are circulated to Board/ Board Committee members for their comments. The Minutes are entered in the Minutes Book within 30 days from the conclusion of the Meeting. The Company Secretary while preparing the agenda and minutes of the Board/Committee meeting has ensured adherence to the applicable provisions of the law including the Companies Act, 2013 read with rules issued thereunder as applicable.The applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) are also being followed by the Company. The draft minutes of the proceedings of each meeting duly initialed by the Chairman of the meeting are being circulated to the members for their comments and thereafter, confirmed by the Board/Committee in its next meeting. The Board also takes note of the minutes of the Committee meetings duly approved by their respective Chairman

Post Meeting MechanismImportant decision taken at Board/Board Committee meetings are communicated to the concerned departments/divisions. Action –taken report on decision/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committee for noting.

Board SupportThe Company Secretary attends the Board Meeting and advices the Board on Compliances with applicable laws and governance.

Familiarization Programme of DirectorAt the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role function, duties and responsibilities expected to him as a Director of the Company. The Director is also explained in detail the compliance required from him under the Companies Act, 2013, listing Regulation. The Chairman and Managing Director also has a One to one discussion with the newly appointed Director to familiarize him with the Company Operations. Further, on an ongoing basis as a part of Agenda of Board/Committee Meetings presentations are regularly made to independent director on various matter inter-alia covering the company and its operation, industry and responsibility of the Independent Director under various statues and other relevant matters. The details of the Familiarization Programme of Director are available on the Company website i.e. www.richa.in

Insider Trading CodeThe Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“The PIT Regulations”) The PIT Regulations has come into effect from May 15, 2015and replaced the earlier regulations. The object of the PIT regulations is to curb the practice of Insider trading in the securities of a listed Company. The Company has adopted an Internal Code of Conduct for regulating, Monitoring and reporting of trades by Insiders (“the Code”) in accordance with the requirements of PIT Regulation. The Code is applicable to Promoter and Promoters Group, all directors and designated employees who are expected to have access to unpublished price sensitive information relating to the Company, the Company Secretary is the Compliance officer for monitoring adherence to the said regulations.



3. Committees of the BoardThe Board of Director's have constituted Board Committees to deal with specific areas and activities which concerns the Company and requires a closer view. The Board Committees are formed with approval of the Board. The Committees play an important role in the overall management of day-to-day affairs and governance of the company.

Audit CommitteeCompositionThe Audit Committee of the Board of Directors,(“the Audit Committee”) is entrusted with the responsibility to supervise the Company internal controls and financial reporting process. The Committee composition meets with requirements of Section 177 of the Companies Act, 2013 and the provision of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. All these Directors possess adequate knowledge of corporate finance, accounts and Company law.

The Meetings of the Audit Committee are attended by the Internal Auditors and the Company Secretary. The Company Secretary acts as Secretary to the Committee. The Minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meeting.

Composition of the Committee

*Ms. Sonia Nankani, who was the chairman of the Audit Committee, was present at the Twenty-first Annual General Meeting of the Company held on September 13, 2015 to answer the shareholders' queries.

*Ms Sonia Nankani has resigned with effect from December 24, 2015.**Ms Bhawana Singhal appointed as a chairman of Audit Committee, w.e.f. March 23, 2016. The Audit Committee reports to the Board and the roles, responsibilities and the terms of reference of the same are as follows:

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

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

• Approving of payment to statutory auditors including cost auditors for any other services rendered by the statutory auditors;• Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the

Board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013b. Changes, if any, in accounting policies and practices and reasons for the samec. Major accounting entries involving estimates based on the exercise of judgment by managementd. Significant adjustments made in the financial statements arising out of audit findingse. Compliance with listing and other legal requirements relating to financial statementsf. Disclosure of any related party transactionsg. Qualifications in the draft audit reporth. Modified opinion(s) in the draft audit report

• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights

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

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

• Approval or any subsequent modification of transactions of the Company with related parties;• Scrutiny of inter-corporate loans and investments;• Valuation of undertakings or assets of the Company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

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

systems;

Name of Member Designation Category

*Ms. NankaniSonia Chairman Independent Director

Mr. Nitin Agarwal Member Independent Director

Dr. Sandeep Gupta Member Executive Director

**Ms. Bhawana Singhal Chairman Independent Director


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

• Discussion with internal auditors of any significant findings and follow up there on;• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or

irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit

discussion to ascertain any area of concern;• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case

of non-payment of declared dividends) and creditors;• To review the functioning of the Whistle Blower mechanism;• Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;

Reviewing of information by Audit Committee

• Management discussion and analysis of financial condition and results of operations• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;• Management letters / letters of internal control weaknesses issued by the statutory auditors;• Internal audit reports relating to internal control weaknesses; and• The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit

Committee.• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s)

in terms of Regulation 32(1).• Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of

Regulation 32(7).

Internal Controls The Company has appointed an Internal Auditor to review and report on the internal control systems of the Company. The report of the internal auditors was reviewed by the Audit Committee. The Audit Committee formulates a detailed plan to the Internal Auditors for the year and the same is reviewed at the Audit Committee meetings. The Internal Auditors submit their recommendations to the Audit Committee and provides a Road Map for the future action.

MEETINGS AND ATTENDANCEThe Audit Committee held five meetings during the financial year ended March 31, 2016 and the gap between two meetings did not exceed four months. The Audit Committee Meetings were held on May 29, 2015; August 14, 2015; November 14, 2015, February 12, 2016 and March 23, 2016

The attendance of the members at the Audit Committee Meetings are as under:

*Ms Sonia Nankani has resigned with effect from December 24, 2015.**Ms Bhawana Singhal appointed as a chairman of Audit Committee, w.e.f. March 23, 2016

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


* Sonia NankaniMs. Chairman Independent Director

Mr. Nitin Agarwal Member Independent Director Dr. Sandeep Gupta Member Executive Director

**Ms. Bhawana Singhal

Chairman


Name of Member No. of Meetings held during tenure

No. of Meetings attended during tenure

Leave of absence sought

*Ms. Sonia Nankani 3 3 NIL Mr. Nitin Agarwal 5 5 NIL Dr. Sandeep Gupta 5 4 1 **Ms. Bhawana Singhal 1 1 NIL



The chairman of the Nomination and Remuneration Committee was present at the Twenty-first Annual General Meeting of the Company held on September 13, 2015 to answer the shareholders' queries

*Ms Sonia Nankani has resigned with effect from December 24, 2015.**Ms Bhawana Singhal appointed as a chairman of Audit Committee, w.e.f. March 23, 2016

Terms of the Reference of the Committee, inter alia, includes the following:To Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, key managerial personnel and other employees;

To Formulate of criteria for evaluation of Independent Directors and the Board;

To Devise a policy on Board diversity;To Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and to recommend to the Board their appointment and/ or removal.

To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors

MEETINGS AND ATTENDANCEThe Nomination and Remuneration Committee met Two times during the financial year ended March 31, 2016. The Nomination and Remuneration Committee meeting was held on July 28, 2015, March 23, 2016.The attendance of the member at the Nomination and Remuneration Committee meeting is as under:

*Ms Sonia Nankani has resigned with effect from December 24, 2015.**Ms Bhawana Singhal appointed as a chairman of Nomination and Remuneration Committee, w.e.f. March 23, 2016

Remuneration Policy

A. Remuneration to Non-Executive/ Independent DirectorsThe Non-Executive Directors/Independent Directors are paid remuneration by way of sitting fees. The Non-executive Directors are paid sitting fees for each meeting of the Board or Committee of Directors attended by them. The Non-Executive Independent Directors do not have any material pecuniary relationship or transactions with the Company

An Independent Director shall not be entitled to any stock option of the Company unless otherwise permitted in terms of the Act.

B. Remuneration to Managing/ Whole Time Director, KMP & Senior ManagementPayment of remuneration to the Managing Director/Whole-time Director(s) is governed by resolution passed by the Board of Directors and Shareholders of the Company, which covers the terms of such appointment and remuneration, read with the service rules of the Company. Remuneration paid to Chairman and Managing Director and Whole-time Director(s) is recommended by the Nomination and Remuneration Committee, approved by the Board and is with in the limits set by the shareholders at the Annual General Meeting.

The remuneration package of Chairman and Managing Director and Whole-time Director(s) comprises of salary, perquisites and allowance and contributions to provident fund as approved by the shareholders at the Annual General Meeting. Annual increments are linked to performance and are decided by the Nomination and Remuneration Committee and recommended to the Board for approval thereof.

The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talent. The Chairman & Managing Director of the Company is authorized to decide the remuneration of KMP (other than Managing / Whole time Director) and Senior Management based on the HR policies of the Company).

The Company does not have a scheme for grant of stock options or performance linked incentive for its Directors. There is no separate provision for payment of severance fees.

Remuneration paid to the Directors during the year 2015-16:




*Ms. Sonia Nankani 1 1 NIL Mr. Sandeep Gupta 2 2 NIL Mr. Nitin Agarwal 2 2 NIL

**Ms. Bhawana Singhal 1 1 NIL


(a) NON EXECUTIVE DIRECTOR

Name Salary# Perquisites Provident Fund Total Mr. Sushil Gupta Dr. Sandeep Gupta

18,00,000 18,00,000

- -

- -

18,00,000 18,00,000

(b) EXECUTIVE DIRECTOR

# excludes provision for gratuity and leave encashment. The tenure of the office of the Managing Director and whole time Directors is for five years from their respective dates of appointments and can be terminated by either party by giving three months' notice in writing.

INDEPENDENT DIRECTOR MEETINGDuring the year under review, the independent Directors met on March 31, 2016, interalia to discuss:

Evaluation of performance of Non-Independent Directors

Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-executive Directors

Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

PERFORMANCE EVALUATIONPursuant to the Provision of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committee. The performance evaluation of the independent Directors was completed. The performance evaluation of the Chairman and the non-Independent Director was carried out by the Independent Director. The Board of Directors expressed their satisfaction with the evaluation process.

Stakeholders Relationship CommitteeComposition The Stakeholder Relationship Committee is primary responsible to review all the matters connected with the Company transfer of securities and redressal of Shareholders'/ investors,/ security holders, complaints.

The Committee Comprises of Three Directors, of the Committee.

*Ms Sonia Nankani has resigned with effect from December 24, 2015.**Ms Bhawana Singhal appointed as a chairman of Stakeholder Relationship Committee, w.e.f. March 23, 2016

Terms of Reference

• Oversee and review all matters connected with the transfer of the Company Securities• Approve issue of the Company duplicate Share/debenture certificate• Monitor redressal of investors'/shareholders'/security holders' grievances• Oversee the performance of the Company's' Registrars and transfer agents• Recommend methods to upgrade the standard of services to investors• Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification /amendment or

modification as may be applicable.

The Minutes of the Stakeholders Relationship Committee are noted by the Board of Directors at the Board Meetings.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors.


* Sonia NankaniMs. Chairman Independent Director

Mr. Nitin Agarwal Member Independent Director

Dr. Sandeep Gupta Member Executive Director

**Ms. Bhawana Singhal Chairman Independent Director

Name of the Director No of shares held Sitting Fees Commission Total Ms. Sonia Nankani NIL 100000 NIL 100000 Mr. Nitin Agarwal NIL 130000 NIL 130000 Ms. Bhawana Singhal NIL 20000 NIL 20000



Meetings:Five Committee Meetings were held during the year on May 29, 2015, July 28,2015, November 14, 2015 and February 12, 2016 and 23rd March, 2016 .The attendance of each member as at March 31, 2016 is as given below:

*Ms Sonia Nankani has resigned with effect from December 24, 2015.**Ms Bhawana Singhal appointed as a chairman of Stakeholder Relationship Committee, w.e.f. March 23, 2016

Complaints from InvestorsNo. of complaints pending at the beginning of the year : Nil No. of complaints received by correspondence during the year ended 31.03.2016 : NilNo. of complaints received for Refund Instrument correction during the year : NilNo. of complaints received from B.S.E during the year : NilNo. of complaints received from SEBI during the year : NilNo. of complaints resolved / replied during the year : Nil*No. of Investors complaints pending at the ending of the year 31.03.2016 : Nil

We confirm that no complaint remained unattended /pending for more than 30 days.*There were no share transfers pending for registration for more than 21 days as on the said date.

Corporate Governance ManualThe Board of Directors of the Company approved and adopted a comprehensive Corporate Governance Manual setting out the procedures for effective functioning of the Board and its Committees. It also incorporates the Code of Conduct and Ethics for Directors and Senior Management, Code of Ethics for Employees. These policies are regularly monitored and reviewed.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEECompositionThe Corporate Social Responsibility (CSR) Committee comprises of Three Director Shri. Sandeep Gupta, Shri Sushil Gupta, Shri Nitin Agarwal. The Composition of CSR Committee is pursuant to provision of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The company formulated a CSR Policy.

Term of ReferenceTo review the existing CSR policy and to make it more comprehensive so ast to indicate the activities to be undertaken by the Company as specified in schedule VII of the Companies Act, 2013.To provide guidance on various CSR Activities to be undertaken by the Company and to monitor the Process.

Meetings:The CSR Committee met One time during the year on 04th Jan, 2016. The necessary quorum was present in the meeting. The table below provides the attendance of the CSR Committee members:

Name of Member Designation

Mr. Sandeep Gupta Chairman

Mr. Nitin Agarwal Member

Mr. Sushil Gupta Member




Mr. Sandeep Gupta 1 1 NIL

Mr. Nitin Agarwal 1 1 NIL Mr. Sushil Gupta 1 1 NIL



Leave of a bsence sought

* nkaniMs. Sonia Na 3 3 NIL Dr. Sandeep Gupta 5 4 1 Mr. Nitin Agarwal 5 5 NIL

**Ms. Bhawana Singhal 1 1 NIL


4. GENERAL BODY MEETINGS Annual General MeetingsThe details of last three Annual General Meetings of the Company are given hereunder:

Postal BallotA Postal Ballot was conducted during the financial year 2014-2015. The Detail are given as belowAt the Board Meeting held on May 19, 2015, Notice of Postal Ballot was approved.Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, (Including any statutory Modification(s) or re-enactment thereof for the time being in force) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and pursuant to other applicable laws and Regulations, the approvals of the member was sought for:

Issuance of Equity Shares through Preferential Allotment- Special ResolutionThe Board of Directors of Company in their Meeting held on 19th May, 2015 appoints Mr. Deepak Singh, Practicing Company Secretary as the Scrutinizer for the Process of Postal Ballot to be conducted as per the provision of Section 110 of the Companies Act, 2013. The procedure for the Postal Ballot Notice was stated in the Notice of Postal Ballot. Please refer the Notice of Postal Ballot Under www.richa.in The results of the Postal Ballot, including the E-Voting are as follows:

Particulars

Postal Ballot E-Voting

Total % of total paid-upequity capital (i.e.

2,23,15,000 Equity Shares of

Rs. 10/- each

No. of membersvoted throughPostal ballot forms

No. of membersvoted throughPostal ballot forms &throughe-votingsystem

No. of membersvoted throughe-votingsystem

No. of votes (Equity Shares ofRs. 10/- each)

cast No. of votes cast (Equity Shares ofRs. 10/- each)

No. of votes cast (Equity Shares ofRs. 10/- each)

Total postal ballot forms / e-votes received 6 55,90,532 21 77,36,463 27 1,33,26,995 59.72

Less: Invalid postal ballot forms (as per register)

2 79,094 0 0 2 79,094 0.35

Net valid postal ballot forms (as per register)

4

55,11,438

21

77,36,463

25

1,32,47,901 59.37

Postal ballot forms with Resolution as a percentage of net valid shares collect

assent for the 4

55,11,438

21

77,36,463

25

1,32,47,901 100

Postal ballot forms with Resolution as a percentage of net valid shares polled

dissent for the 0

0

0

0

0

0 0

AGM

Financial Year Date and Time Venue Special Resolution Passed

19 th

2012 -2013

13th September, 2013, 10.00 a.m.



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



Approval of Appointment of Mrs Geeta Devi

under Section 314 of the Companies Act, 1956

20th

2013 -2014

Reappointment and Revision in remuneration of Dr. Sandeep Gupta Jt. Managing Director u/s 196,197,198 of the Companies Act, 2013Reappointment and Revision in remuneration of Sushil Gupta Managing Director u/s 196,197,198 of the Companies Act, 2013Reappointment and Revision in remuneration of Manish Gupta Whole Time Director u/s 196,197,198 of the Companies Act, 2013

To Create Securities in favor of the lenders u/s 180(1) (a) of the Companies Act, 2013Borrowings Limits of the Company u/s 180(1) (c) of the Companies Act, 2013

Adoption of New Articles of Association ofthe Company Containing the regulations in conformity with the Companies Act, 2013

21st

2014 -2015

No Special Resolution



Resolution were approved with requisite majority, the results was published in the Newspaper and the necessary disclosure were made to the Stock Exchange

Extraordinary General MeetingNo Extraordinary General Meeting was held during the financial year 2015-16.

5. Disclosurea) Disclosure on materially significant related party transactions that may have potential conflict with the interests of the

Company at large.All transactions entered with related parties for the year under review were on arm's length basis and in the ordinary course of business and that the provision of section 188 of the Companies act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further there are no material related party transactions during the year under review with the promoters, Directors or Key Managerial personnel. The details of the Related Party transactions during the year are given in the notes forming part of the financial statements.

b) Details of non compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBIor any Statutory Authority, on any matter related to capital markets, during the last three years.No penalty or stricture was imposed by the Sock Exchange or SEBI or any statutory authority during the last 3 (three) years, since all applicable requirements were fully compiled with.

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

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

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

f) Management Discussion & Analysis ReportAs required by the Listing Agreement and regulation 34(2) (e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management Discussion & Analysis is provided separately in the Annual report

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

Code of Conduct for Directors and Senior Management Personnel;

Code of Conduct for Prevention of Insider Trading;

Whistle Blower Policyh) CEO/CFO Certification

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

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

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

k) Non Compliance of Regulations relating to Corporate Governance under SEBI (Listing Obligation and disclosure Requirements) Regulations, 2015\The Company is fully Complaint with all the regulations and there is no such Compliance


5 Means of Communication• Quarterly Results: The Unaudited quarterly/half yearly results are announced within forty-five days of the close of the quarter.

The audited annual results are announced within sixty days from the closure of financial year as per the requirement of the Listing Regulation. The approved financial results are sent to the stock exchange and are published in Financial Express/Business Standard and Jansatta. Presently, the same are not sent to the shareholders separately. The Company Financial Results and official press release are displayed on the company Website i.e. www.richa.in

• Presentation to Institutional Investors/ Analysts: No formal presentations or analysis were made to the institutional investors during the year under review.

• Website: The Company's Website(www.richa.in) contains a separate dedicated section Investor Relations where Shareholders' information is available. The Company Annual Report is also available in a user-free and downloadable form.

• Management Discussion and Analysis forms part of the Annual Report, which is sent to the shareholders of the Company.• The Quarterly Results, Shareholding Pattern, Quarterly compliances and all other corporate communication to the stock

exchange viz. BSE Limited are filled electronically. The Company has compiled with filling submission through BSE's BSE Listing Centre.

6. General Shareholder InformationANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2015-2016

• Share of Paid up value of Rs 10 per share.Listing of Equity Shares on Stock Exchanges and Stock Code and Payment of Listing FeeThe shares of the Company are listed on the following Stock ExchangeBombay Stock Exchange Limited (ISIN: INE516H01012)Stock Code: 532766

Listing feesAnnual Listing fee for the financial year 2016-17 has been paid to Bombay Stock Exchange Limited wherein the Equity Shares of the Company are Listed.

Payment of Depository FeesAnnual Custody/Issuer Fee for the year 2016-2017 has been paid to both the Depositories i.e. NSDL and CDSL.

Company Registration DetailsThe Company is registered in the State of Haryana, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate affairs (MCA) is L17115HR1993PLC032108

Stock Market DataMonthly high and low prices and the volume of equity shares of Richa Industries Limited at the Bombay Stock Exchange Limited (BSE).

Tentative Calendar for the financial Year ending March 31, 2017

Sr. No Particular Tentative Dates 1 First Quarter Results In or before Third week of August, 2016 2 Second Quarter & Half Yearly Results In or before Third week of November, 2016 3 Third Quarter & Nine Months Results In or before Third week of February, 2016 4 Fourth Quarter & Annual results In or before Fifth week of May, 2017

Dividend Declared for the Last 7 years

Financial Year Dividend Declaration Dividend Per Share* 2009-2010 13 September,2010 0.50 2010-2011 13 September,2011 0.50 2011-2012 15 September,2012 0.50 2012-2013 13 September,2013 0.50 2013-2014 NIL NIL 2014-2015 NIL NIL 2015-2016 NIL NIL

Day and Date Saturday, August 13, 2016 Time 10.00 AM Venue Hotel Delite, 17-18, Neelam Bata Road, Faridabad-121001

Financial Year April 1, 2015 to March 31, 2016 Book Closure Date for the purpose of AGM 08

th August, 2016 to 13

th August, 2016 (Both Days Inclusive)

Last Date of Receipt of Proxy Forms Thursday, August 11, 2016 before 10.00 AM

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

April, 2015 35.50 25.80 29094.61 26897.54

May, 2015 28.65 23.15 28071.16 26423.99

June, 2015 28.65 21.30 27968.75 26307.07

July, 2015 28.55 22.15 28578.33 27416.39

August, 2015 28.90 19.10 28417.59 25298.42

September, 2015 26.25 19.00 26471.82 24833.54

October, 2015 27.00 22.00 27618.14 26168.71

November, 2015 34.70 21.55 26824.30 25451.42

December, 2015 40.90 27.90 26256.42 24867.73

January, 2016 47.35 30.50 26197.27 23839.76

February, 2016 36.30 25.60 25002.32 22494.61

March, 2016 31.90 27.70 25479.62 23133.18



Stock Performance vis-à-vis Index

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

LINK INTIME INDIA PRIVATE LIMITED

Address 44, Community Centre,Phase-I, Near PVR, 2nd Floor Naraina Industrial AreaNew Delhi-110028

Telephone 011-41410592Fax No 011-41410591Contact Person Mr. Bharat BhushanEmail [email protected] www.linkintime.co.in


Share Transfer System Shares sent for transfer in physical form are processed and transfer is completed by our Registrar and Share Transfer Agent within a period of Seven days from the date of receipt, provided all the documents are in order. In case of shares in electronic form, the transfers are processed by NSDL/CDSL through respective Depository Participants. In Compliance with the SEBI Regulation (Listing Obligation and Disclosure Requirements) Regulations, 2015, a practicing Company Secretary carried out audit of the system of transfer an a certificate to that effect is issuedDistribution of Shareholding as on March 31, 2016

No of Equity Share Share holders Physical Shares

Total NSDL Dem at CDSL Dem at

Num ber % of total Num ber Num ber Num ber % to total

1 to 500 3896 68.02 83 455922 285960 3.16 501 to 1000 757 13.22 389856 259112 2.76 1001 to 2000 443 7.73 493683 212444 3.01 2001 to 3000 210 3.67 344137 202615 2.33 3001 to 4000 77 1.34 158198 122717 1.19 4001 to 5000 77 1.34 282116 85571 1.57 5001 to 10,000 119 2.08 619303 302171 3.93 10,001 to and above 149 2.60 9842395 9373717 82.05 * * TOTAL 5728 100.00 83 12585610 10844307 100.00

Categories of Shareholders as on March 31, 2016

Sr. No Particular No of Shares % of Holding(A) Promoter Holding

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

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

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

2. Non-Institution(a) Bodies Corporates 1211371 5.17(b) IndividualsI. Individual shareholders holding 4480741 19.12

nominal share capital up to Rs 2 lakh

II. Individual shareholders holding 2290900 9.78

nominal share capital in excess of Rs. 2 lakh.

(c) Trusts 0.00 0.00

(d) Foreign National 0.00 0.00(e) Hindu Undivided Family 244426 1.04(f) Non Resident Indian (non Repat) 51562 0.22(g) Non Resident Indian (Repat) 426031 1.82(h) Clearing Member 805640 3.44Sub Total (B) (2) 9510671 40.59

(B) Total Public Shareholding 9510671 ` 40.59(C) Shares held by custodian and against

with depository receipts have been issued 0.00 0.00Grand Total (A) + (B) +(C) 23430000 100



Dematerialization of shares and liquidity99.99 % of the Paid up Equity Share Capital of the Company is in the dematerialized form (NSDL-53.71% and CDSL-46.28%) as on March 31, 2016. The Company Equity Shares are compulsory traded in the Stock Exchange in the dematerialized mode and are available for trading under both the Depository Systems in India i.e. National Securities Depository Limited and Central Depository Services (India ) Limited.

Reconciliation of Share Capital Audit As stipulated by SEBI, a qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted Capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Bombay Stock Exchange Limited. The audit confirms that the total listed and paid-up capital is in agreement with the aggregate of the total number of shares in dematerialized form held with NSDL and CDSL and total number of shares in physical form.

Equity Shares In the Suspense AccountAs Per Regulation 34 (3) read with Schedule V of the Listing Regulation, the details of the Shares in the suspense Account are as follows:

Particulars

Demat Physical

Number of Shareholders

Number of Equity Shares

Number of shareholders

Number of Equity Shares

Aggregate Number of Shareholders and the Outstanding share in the suspense Account lying as on April 1, 2015

4 835 0 0

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

0 0 0 0

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

0 0 0 0

Aggregate Number of Shareholders and the Outstanding Shares in the Suspense Account lying as on March 31, 2016

4 835 0 0

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

0 835 0 0

Plant LocationsThe Company's manufacturing facilities are located at the following locations:

Textile Division Construction & Engineering Division (PEB)

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

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

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

Company.

LINK INTIME INDIA PRIVATE LIMITEDAddress 44, Community Centre, Phase-I, Near PVR, 2nd Floor, Naraina Industrial Area, New Delhi-110028Telephone 011-41410592Fax No 011-41410591Contact Person Mr. Bharat BhushanEmail [email protected] www.linkintime.co.in

(b) For grievance redressal and any query on Annual ReportSecretarial Department Phone No.91 129 4133968Richa Industries Limited Fax No. 91 129 4133969Plot No 29, DLF Industrial Area ,Phase-II E-Mail: [email protected], Haryana Website: www.richa.in

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


ToThe Board of DirectorsRicha Industries LimitedFaridabad

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

1. We have reviewed the financial statements and cash flow statement of Richa Industries Limited for the year ended 31st March,2016 and to the best of our knowledge and belief:i. these statements do not contain any materially untrue statement or omit any material fact or contain statement that might

be misleading;ii. these statements together present a true & fair view of the Company's affairs and are in compliance with existing

accounting standards, applicable laws and regulations;

2. There are to the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31st March, 2016, which are fraudulent, illegal or in violation to the Company's Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of Company's internal control systems pertaining to financial reporting.

We have not come across any reportable deficiencies in the design or operation of such controls.

4. We have indicated to the Auditors and the Audit Committee : i. That there are no significant changes in internal control over financial reporting during the year.ii. That there are no significant changes in accounting policies during the year and that the same has been disclosed in the notes

to the financial statements; andiii. That there are no instances of significant fraud of which we have become aware, involving management or any employee

having a significant role in the Company's internal control system.

Place: Faridabad Sandeep Gupta Sushil GuptaDate: May 30, 2016 Joint Managing Director Chairman & Managing Director

DECLARATIONS

Compliance with the Code of Business ConductAs provided under Regulation 26(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 all Board Members and Senior Management Personnel have affirmed compliance with Richa Industries Limited Code of Business Conduct for the year ended March 31, 2016

Date: 30th May, 2016 for Richa Industries LimitedPlace: Faridabad

Sushil GuptaChairman and Managing Director

COMPLIANCE CERTIFICATE OF THE AUDITORS

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



AUDITORS' CERTIFICATE REGRADING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

ToThe MembersRicha Industries Limited

We have examined the compliance of conditions of Corporate Governance by Richa Industries Limited for the year ended March 31, 2016 as stipulated in Regulations 17,18,19,20,22,23,25,26,27 and 46 and para C,D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015(Collectively referred to as “SEBI Listing regulations, 2015).

The compliance of Conditions of Corporate Governance is the responsibility of the Company Management. Our examination was carried out in accordance with the Guidance Note issued by the Institute of Chartered Accountants of India and was limited to procedure and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financials statements of the Company.

We certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations, 2015.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Vijay Singla & AssociatesChartered Accountants

Firm Registration Number: 018099N

Date : May 30, 2016 (CA Vijay Kumar Singla)Place: Faridabad Partner

M.No 094033


INDEPENDENT AUDITOR'S REPORT

To the Members of Richa Industries Limited

Report on the Standalone Financial Statements

1 We have audited the accompanying standalone financial statements of Richa Industries Limited(“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2 The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

4 We have taken into account the provisions of the Act and the rules made there-under including, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there-under.

5 We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6 An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8 In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9 As required by 'the Companies [Auditor's Report] Order, 2016', issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act [hereinafter referred to as “Order”],

we give in the 'Annexure – A', a statement on the matters specified in paragraph 3 and 4 of the Order.



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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

st(e) On the basis of the written representations received from the directors as on 31 March,2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in 'Annexure-B' and

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

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

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.

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

For Vijay Singla & Associates Chartered Accountants

(Firm Registration Number :018099N)

(CA Vijay Kumar Singla) Partner Membership Number : 094033

Place : FaridabadDate: May 30, 2016


‘ANNEXURE-A' TO INDEPENDENT AUDITOR'S REPORT

Referred to paragraph 9 of the Independent Auditor's Report of even date to the members of Richa Industries Limited on thestandalone financial statement as of and for the year ended March 31, 2016.

(I) [a] The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

[b] The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

[c] The title deeds of the immoveable properties are held in the name of the Company, but the beneficiary interest lies with the bankers / lenders, with whom the same are mortgaged as security.

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

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

(iv) The Company has not granted any loans, made investments, given guarantees, or any other security during the year under consideration. Hence the Para 3(iv) of the order is not applicable.

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

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

(vii) [a] According to the information and examination provided to us and records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax and other statutory dues, as applicable, with the appropriate authorities.

[b] According to the information and explanations given to us and the records of the Company examined by us, the particulars st of dues of income tax, or sales tax, or service tax or duty of customs or duty or duty of excise or value added tax as at 31

March 2016 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of Dues Amount (Rs.)Period to which the

amount relates

Forum where the dispute is pending

6,22,375.00

4,07,170.00

22,16,086.00

26,56,796.00

26,68,660.00

8,61,515.00

3,09,753.00

1,32,01,385.00

4,80,000.00

2,18,43,565.00

Income Tax and

other dues

u/s 143(3) and

271(1)(C)

Under Sec 77, 78 and

Rule 15(3)

Uttrakhand Sales Tax

U/s 55 of the Act and

rules made thereunder

Income Tax Act 1961

and rules made

thereunder

Finance Act 1994

(Service Tax) and

rules made thereunder

Uttrakhand Sales Tax

U P Commercial

Tax Act

AY 2013-2014

AY 2012-2013

AY 2008-2009

AY 2009-2010

AY 2006-2007

AY 2005-2006

AY 2005-2006

FY 2008-12

2015-2016

2015-2016

CIT (A), Faridabad

CIT (A), Faridabad

Punjab & Haryana

High Court, Chandigarh

ITAT New Delhi

ITAT New Delhi

ITAT New Delhi

CIT (A), Faridabad

CESTAT, New Delhi

Joint Commissioner

(Appeal) Sales Tax

Haldwani, Uttrakhand

Additional Commissioner,

Grade-II, Noida UP



(viii)According to the records of the Company examined by us and the information and explanations given to us, the Company has

delayed in repayment of dues to the banks, the details of which are as follows:

Particulars

(1) Indian Overseas Bank, Faridabad

Term Loan

Working Capital Loan

(2) Corporation Bank, Faridabad

Term Loan

Amount of default as at the

Balance Sheet Date (`)

2,71,18,496.00

7,64,26,203.38

1,25,11,270.00

Period of Delay

Jan-16 to Mar-16

Feb-16 to Mar-16

March-2016

Remarks, if any

Includes ` 1,89,30,000/- on account of Pending

Installments to be paid till March-16

Company has applied full convertibility of NFB

to FB, pending approvals

Includes ` 1,20,00,000/- on account of Pending

Installments to be paid till March-16

However, the Company has not taken any financial facilities from any financial institution or not issued any debentures in past, hence no default could be there to these as at the balance sheet date.

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

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

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

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

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

(xiv)The Company has made preferential allotment during the year under review and the requirements of Section 42 of the Companies Act, 2013 have been complied with. The amount has been used for the purpose for which the funds were raised. However, the Company has not made any private placement of shares or fully or partly convertible debentures, during the year under review.

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

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

for Vijay Singla & Associates Chartered Accountants

(Firm Registration Number : 018099N)

(CA Vijay Kumar Singla) Partner

Membership Number : 094033Place : FaridabadDate : May 30, 2016


‘ANNEXURE-B' TO INDEPENDENT AUDITOR'S REPORT

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 ( 'the Act')

We have audited the internal financial controls over financial reporting of Richa Industries Limited ('the Company') as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The company's managements is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its business, including adherence of the Company'spolicies , the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of theaccounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit.We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the'Guidance Note') and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and the maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors' judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over the financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over the financial reporting includes those policies andprocedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transaction and dispositions of

the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Inherent Limitations of internal Financial Control Over Financial Reporting

Because of the inherent limitation of internal financial control over financial reporting, including the possibility of collusion orimproper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of change the conditions, or that the degree of compliance with the policies or procedure may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial control over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting issued by the Institute Chartered Accountants of India.

For Vijay Singla & Associates Chartered Accountants

(Firm's registration number :018099N)

( CA Vijay Kumar Singla) Place : Faridabad PartnerDate : May 30,2016 Membership Number : 094033



BALANCE SHEET AS AT 31ST MARCH 2016

As per our report of even date attached.

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

(CA Vijay Kumar Singla) Dr. Sandeep Gupta Sushil GuptaPartner Jt Managing Chairman cum Membership No. 094033 Director Managing Director

DIN: 00035751 DIN : 00035854Place: Faridabad CS Gaurav YadavDate: May 30, 2016 Company Secretary

MN - 28484

Amount in (Rs.)

1

2

I. EQUITY AND LIABILITES(1) Shareholders funds

(a) Share Capital

(b) Reserves and Surplus

3

4

5

6

7

7(a)

8

9

10

10

11

(c) Money Received against share warrants

(2) Share application money pending allotment

(3) Non-current liabilities

(a) Long term borrowings

(b) Deferred tax liabilities(Net)

(c) Other Long term liabilities

(d) Long term provisions

(4) Current Liabilities

(a) Short term borrowings

(b) Trade payables

(c) Other current liabilities

(d) Short term provisions

TOTAL

II. ASSETS

(1) Non Current assets

(a)Fixed assets

(i)Tangible assets

(ii) Intangible assets

(iii)Capital Work-in-progress

(iv)Intangible assets under development

(b) Non current investments

(c) Deferred tax assets (NET)

(d) Long term loans and advances(e) Other non-current assets

12

13

14

15

(2) Current Assets

(a) Current investments

(b) Inventories

(c) Trade receivables

(d) Cash and cash equivalents

(e) Short term loans and advances

(f) Other current assets

TOTAL

235,169,040.00

1,035,400,982.32-

-

354,608,505.37 101,862,247.00

185,867,169.00

16,952,415.00

1,479,412,431.59

917,946,908.28 542,609,470.19 52,547,572.00 4,922,376,740.75

1,280,907,639.83

4,872,103.18

-

-

-

-

-

7,200,000.00

- 2,281,077,968.62 1,085,755,471.25

109,307,899.05

153,255,658.82

-

-

4,922,376,740.75

Note No.ParticularsFigures as at 31-03-2016

Figures as at 31-03-2015

224,019,040.00

906,364,995.76-

-

484,885,792.00 91,939,312.00

166,730,326.00

15,432,752.00

1,265,146,932.35

531,738,006.52 546,881,356.84 39,104,987.00 4,272,243,500.47

1,425,957,207.70

5,843,226.56

-

352,952.00

7,200,000.00

-

-

-

- 2,074,643,990.07

577,338,376.60

63,611,808.22

117,295,939.32

-

4,272,243,500.47


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note No. Year Ending

31-03-2016

Year Ending

31-03-2015

16

17

18

19

20

21

22

23

24

I. Revenue from operations

II. Other Income

III. Total Revenue(I+II)

IV. Expenses:

Cost of materials consumed

Purchase of Stock in TradeChanges in inventories of finished goods work-in-

progress consumable

Employee benefits expenses

Finance costs

Depreciation and amortization expenses

Other cost

Total expenses

V

VI. Exceptional Items

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

25

2626

4,800,650,251.13

8,956,278.42

4,809,606,529.55

3,421,819,168.49

538,195,475.67

-249,514,418.07

197,735,750.00

276,733,675.76

91,688,985.25

402,729,206.96

4,679,387,844.06

130,218,685.49

-

130,218,685.49

5,954,805.07

136,173,490.56

29,061,600.00

-9,346,262.00

-

9,922,935.00

624,331.00

-

105,910,886.56

-

-

-

105,910,886.56

4.59

4.59

3,023,119,737.43

5,666,400.19

3,028,786,137.62

2,231,949,592.61

-182,877,738.09

179,240,080.00

273,440,601.47

87,819,986.42

339,102,279.20

2,928,674,801.61

100,111,336.01

-

100,111,336.01

14,602,674.64

85,508,661.37

17,825,033.00

-7,258,116.00

3,839,042.00

742,459.84

-1,907,376.71

43,730.00

72,223,889.24

-

-

-

72,223,889.24

3.24

3.24

VII.

VIII Extraordinary Items

IX. Profit before tax (VII-VIII-VIII(a))X. Tax expenses:

(1) Current tax

Less MAT Credit Entitlement

(2) Deferred tax

(3) Tax Paid for Earlier Years

(4) Provision for Wealth Tax

XI.

XII. Profit(Loss)from discontinuing operations

XIII. Tax expenses of discontinuing operations

XIV.

XV.XVI. Earnings per equity share:

(1) Basic(2) Diluted

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

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

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

Provision for Disputed Income Tax/Other Taxes Matters

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





MN - 28484

Amount in (Rs.)



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2016

Particular

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax as per statement of Profit & loss

Adjustment for:

Depreciation 91,688,985.25

Interst paid 242,146,848.19

Bad Debts Written off 27,823,070.62

Effect of Exchange rate Change -221,507.00

(Profit)/Loss on sale of fixed assets -5,954,805.07

Operating profit before working capital changes

Adjustment for:

Trade and other receivables -562,853,622.77

Inventories -206,433,978.55

Trade payables and Other Liabilities 372,988,292.23

87,819,986.42

251,390,553.98

19,056,716.47

-162,075.00

124,789.65

308,062,668.50

-466,781,829.03

-199,462,056.90

Cash generated from Operations

Taxes Paid(Net)

NET CASH/USED IN FROM OPERATING ACTIVITIES

CASH FLOW FROM INVESTING ACTIVITIES:B

Purchase of Fixed Assets

Work In Progress/ Advances for capital Gains

Sale of Fixed Assets

NET CASH /(USED IN) FROM INVESTING ACTIVITIES

CASH FLOW FROM FINANCING ACTIVITIESC

Proceeds/(Repayments)from preferential allotment of Eq Shares

Proceeds/(Repayments) from long term other Borrowings

Proceeds/(Repayments) of Unsecured Loan

Proceeds/(Repayments) from long term Bank Borrowings

Proceeds From/(Repayments of) Short Term Borrowings

Interest Paid

Long Term Liabilities

NET CASH /(USED IN) FROM FINANCING ACTIVITIES

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

Opening Balance of Cash & Cash Equivalents

Closing balance of Cash & Cash Equivalents

136,173,490.56

355,482,591.99

491,656,082.55

-396,299,309.09

95,356,773.46

-624,331.00

94,732,442.46

-27,283,331.00

87,922,794.07

155,371,905.53

34,275,100.00

-406,685.00

-37,494,625.00

-98,824,761.75

214,265,499.24

-242,146,848.19

20,656,506.00

-109,675,814.70

45,696,090.83

63,611,808.22

109,307,899.05

Year Ended 31-03-2015Year Ended 31-03-2016

85,508,661.37

358,229,971.52

443,738,632.89

-358,181,217.43

85,557,415.46

-12,542,312.29

73,015,103.17

-17,734,841.00

_

946,406.18

56,226,668.35

-

28,571,959.00

-49,238,800.00

-112,235,110.20

224,766,823.39

-251,390,553.98

109,423,866.00

-50,101,815.79

6,124,852.56

57,486,955.66

63,611,808.22





MN - 28484

Amount in (Rs.)


Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at 31.03.16

PARTICULARS

1) Share Capital

I) Authorised Share Capital

30000000 (PY 30000000) Equity Shares of Rs. 10/- each

II) Issued Share Capital

23603808 (PY 22488808) Equity Shares of Rs. 10/- each

III) Subscribed and Paid up Share Capital

23430000 (PY 22315000)Equity Shares of Rs. 10/- each fully paid up

Out of Which :-

8826192 (PY 8826192) Equity shares of at a premium of Rs. 20.00 each1114446 (PY 1114446) Equity shares of Rs. 10/- each fully paid up at a premium of Rs. 10.875 each4275000 (PY 4275000) Equity shares of Rs. 10/- each fully paid up at a premium of Rs. 9.875 each1115000 (PY 0) Equity shares of Rs. 10/- each fully paid up at a premium of Rs. 20.74 each

Rs. 10/- each fully paid up

IV) Forfeited Shares

173808 (PY 173808) Equity Shares of Rs. 10/- each forfeited amount @ Rs. 5/- each

TOTAL

(Amount in Rs. )

Figures as at 31.03.2016

Figures as at 31.03.2015

300,000,000.00 300,000,000.00

236,038,080.00 224,888,080.00

234,300,000.00

223,150,000.00

869,040.00 869,040.00

235,169,040.00 224,019,040.00

Shares at the Beginning of the Year

Issued during the year by way of Prefential Allotment

Bought back if any

Outstanding at the end of Year

(iv)

Sandeep Gupta

Richa Holdings Limited

Particulars

Name of the Shareholders

No. of Shares Amount (Rs.) No. of Shares Amount (Rs.)

22,488,808 224,888,080.00 22,488,808 224,888,080.00

1,115,000 11,150,000.00 - -

- - - -

23,603,808 236,038,080.00 22,488,808 224,888,080.00

No. of Shares held

% of Holding No. of Shares held

% of Holding

1,152,968 4.92 1,152,968 5.16

7,621,156 32.53 7,621,156 34.16

As at 31st March, 2015


As at 31st March,2016


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

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

(ii) In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all perferential amount, in proportion to their shareholding

(iii) A reconciliation of the number of Equity Shares outstanding at the beginning and at the end of the reporting period




2)

3)

Reserve and Surplus

(a) Capital Reserve

Balance at the begining of the year

Addition during the year

Less: written back during the year

Balance at the end of the year

(b) Security Premium Reserve



Less: deduction during the year


(c) General reserve



Less: deduction during the year


(d) Surplus of Profit and Loss a/c




TOTAL (a+b+C+d)

Long Term Borrowings

(a) Secured loan

(i) Term Loan

--From Banks

--From Others

Less : Current Maturities of Long-Term Debts*

TOTAL (a)

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

1,215,000.00 1,215,000.00

- -

- -

1,215,000.00 1,215,000.00

200,324,391.04 200,324,391.04

23,125,100.00 -

- -

223,449,491.04 200,324,391.04

21,486,851.05 21,486,851.05

- -

- -

21,486,851.05 21,486,851.05

683,338,753.67 611,114,864.43

105,910,886.56 72,223,889.24

789,249,640.23 683,338,753.67

1,035,400,982.32 906,364,995.76

271,513,674.25 370,338,436.00

28,165,274.00 28,571,959.00

141,986,265.88 148,435,051.00

157,692,682.37 250,475,344.00



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

Name of Bank / Division of the Company

Indian Overseas Bank / Textile Division

Security : Hypothecation of Machinery purchased out the Term Loan (Exclusive Charge with IOB)

Indian Overseas Bank / Textile Division

Security : Equitable mortgage of Land and Building at plot 4 Sector-7, IMT Manesar Gurgaon and hypothecation of Machinery purchased out of Term Loan hypothecation of Machinery purchased (Exclusive Charge with IOB)

Indian Overseas Bank / Construction & Engg Division

Security : First Pari Passu charge on the Project Land,building and other Project assets with Corporation Bank.

Corporation Bank / Construction & Engg Division

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

Corporation Bank / Construction & Engg Division

Security : First Pari-passu charge on entire fixed assets of the C & E Division along with Indian Overseas Bank

HDFC Bank / Vehicle Loan

Security : hypothecation of Toyota Innova Car

Rate of Interest Repayment Schedule

March 31, 2016 March 31, 2015 (as per Sanction Letter)

114,806,405.00 17,324,900.00

7,464,220.00 143,831,502.20

Base Rate + 4.50% =

14.20%

Base Rate + 4.50% =

14.20%

Repayable in 28 quarterly

instalment of Rs. 24.30 Lac

each, Commenced from

01.12.2009.

Repayble in 28 quarterly

instalment, Commenced

from 30.06.2011 : 12

Quarterly Instaments of Rs.

50 lac each, 8 Quarterly

Instalment of Rs. 75 lac each,

4 Quarterly Instalment of Rs.

100 lac each, 3 quarterly

instalment of Rs. 162.50 lac

each, and last instalment is Rs. 142.50 lac

Balance as on

95,841,893.00 128,847,262.00

31,380,046.00 34,100,539.00

11,222,493.00 45,120,802.00

744,193.25 1,113,430.80 10.25%

Repayable in 72 monthly

instalments of Rs. 30.00 Lac

Commencing from July

2012.


instalments FY 2010-11, Rs.

50.00 Lac, FY 2011-16 Rs. 75.00

Lac each Quarter and FY

2016-17 Rs. 40.00 Lac


instalments. First 21

quarterly instalment is Rs. 45

Lac each last of Rs. 55.00 Lac

Repayable in 36 Months of

EMI of Rs. 38862.00 Each

including interest and

Principal

Base Rate + 4.50% = 14.20%

Base 14.15%

Rate + 4.50% =

Base 14.15%

Rate + 4.50% =

Tata Capital Finance Limited 28,165,274.00 28,571,959.00 12.50%

Security : Secured against the HN-408 Sector 16A Faridabad, being the residential house in the name of Ms Garima Gupta, Wife of Sh Manish Gupta

Corporation Bank 10,054,424.00 - 10.70%

Security : Hypothecation of Mercedez Car


EMI of Rs. 353734.00 Each


Principal


EMI of Rs. 2,16,000.00 Each


Principal




2. Aggregate amount of loans guaranteed by

--Directors

--others

3. Amount of delay in repayment as on the Balance Sheet date

--in repayment of loans

--in repayment of interest

299,678,948.25 398,910,395.00

28,165,274.00 28,571,959.00

20,130,000.00 -

19,499,766.00 -

Rate of interest is without considering interest subsidy under TUF Scheme

(b) Un-Secured loan

Loans and Advances from Related parties

-Richa Building Systems Private Limited

-Richa Holdings Limited

TOTAL (b)

(i) 1. As per the resolution of Board of Directors of the company have decided that the above loans was taken on long terms basis and no interest is payable on the above loan.

(ii) Amount of delay in repayment as on the Balance Sheet date

134,469,000.00 134,509,000.00

62,446,823.00 99,901,448.00

196,915,823.00 234,410,448.00

--in repayment of loans


TOTAL (a)+(b)

4) Other Long term Liabilities

(a) Securities pending adjustment / refundable

(b) Others

TOTAL

5) Long Term Provisions

(a) Provision for employee benefit*

--Provision for Gratutity

--Provision for Leave Encashment

(b) others

TOTAL

Nil Nil

Nil Nil

354,608,505.37 484,885,792.00

185,867,169.00 113,780,326.00

- 52,950,000.00

185,867,169.00 166,730,326.00

11,147,432.00 9,878,035.00

5,804,983.00 5,554,717.00

- -

16,952,415.00 15,432,752.00

* Refer notes for Disclosure pursuant to Accounting Standard-15 "Employee Benefits"

6) Short Term Borrowings

Secured loan

(a) Loans repayable on demand

--From Banks - Working capital Limits

--Others

L & T Finance Limited

SUB TOTAL

1,479,412,431.59

1,259,463,886.82

-

-

-

- 5,683,045.53

1,479,412,431.59 1,265,146,932.35 1. Nature of Security

Name of Bank

Indian Overseas Bank 1,104,655,542.19 1,027,843,066.13


Prime Security :

Textile Division : Current Assets of the textile division of the company ,

including stock and book debts

C & E Division : First paripassu charge on the entire current assets of PEB

division of the company including stock and book debts with corporation

bank under multipul banking.

Collateral Security :

Textile Division : Working Capital facillities sanctioned for the textile

division of the company will be secured by the residual values of land &

Building of Plot no. 4 & 5 ,sector - 7, IMT Manesar Gurgaon, Land and

Building at VPO Kanwara, Kheri jasana road, Faridabad, EM of Plot-29 Near

water tank DLF Industrial Phasae-II Faridabad and WDV of plant and

machinery and other Fixed assets. Plus Pledge of shares of promoters to

the extent of 30% of Capital. Negative lien on remaining shares held by the

promoter.

C & E Division : Working capital facilities sanctioned for the PEB division of the

company will be collaterally secured by the residual values of land and building at 8th km Stone, NH 121, Ram Nagar Road, Kashipur, Uttarakhand-244713

7)

Corporation Bank

Prime Security :

C & E Division : First paripassu charge on inventory/book debts/current

assets of PEB division of the Company along with IOB.

Collateral Security :

Bank of India

C & E Division : Working capital limits are secured by pari-pasu first charge

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

in respect of residual value of fixed assets held as primary security to

term loans enjoyed by the Company

2. Aggregate amount of loans guaranteed by

--Directors

--others

3. Amount of delay as on the Balance Sheet Date

--in repayment of loans*


TOTAL

* Company has applied full convertibility of NFB to FB facilities , pending approvals

Trade Payables

Micro, Small and Medium Enterprises

Others

374,579,559.40

177,330.00

231,620,820.69

1,479,412,431.59 1,265,146,932.35

1,479,412,431.59

-

-

65,389,324.38

-

11,036,879.00

-

1,479,412,431.59

1,265,146,932.35

13,807,466.06

-

904,139,442.22

531,738,006.52

TOTAL

Particulars

Principal amount due and remaining unpaid

Interest due on above and the unpaid interest

Interest paid

Payment made beyond the appointed day during the year

Interest due and payable for the period of delay

Interest accrued and remaining unpaid

Amount of further interest remaining due and payable in succeeding years

917,946,908.28

531,738,006.52

13,807,466.06

NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

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

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





7(a) Other Current Liabilities

(a) Bills payable (acceptanced under LC)

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

Current Maturities of Long Term Debt**

Creditors for capital goods

Creditors for expenses

Advances payment for which value has still to be given

Unclaimed Final Dividend for Earlier Years *

Sales tax payable / WCT Payable

TDS & TCS Payable

Service Tax Payable

Expenses payable

TOTAL

281,746,283.85 302,793,754.00

141,986,265.88 148,435,051.00

15,130,697.00 18,418,953.00

56,999,057.79 9,594,081.00

41,939,392.00 62,601,572.84

53,861.00 53,861.00

710,499.63 494,301.00

1,203,034.00 1,011,065.00

443,456.04 45,915.00

2,396,923.00 3,432,803.00

542,609,470.19 546,881,356.84

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

8) Short Term Provisions

(a) Provision for employee benefits

(i) Payable PF, ESI & Welfare Fund

(ii) Insurance,Pension and similar staff benefits

(b) Others

(i) Provision for Income Tax (AY 2015 -16, FY 2014-15 )

(ii) Provision for Income Tax(AY 2016-17, FY 2015-16)

(iii) Provision for Wealth Tax (AY 2015-16, FY 2014-15)

(iv) Provision for Pending Litigation / Disputes *

TOTAL

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

991,879.00 847,157.00

18,655,051.00 16,550,025.00

- 17,825,033.00

29,061,600.00 -

- 43,730.00

3,839,042.00 3,839,042.00

52,547,572.00 39,104,987.00

** Refer Note No. 3

9) Tangible Assets @

(a) Land

(b) - Factory Buildings

- Other than Factory Buildings

(c) Plant and Equipment

(d) Furniture and Fixtures

(e) - Vehicles (Commercial)

- Vehicles (Other than Commercial)

(f) Office equipment

(g) Computer

(h) Fax/Telephone

TOTAL

214,192,475.04 241,993,001.04

455,534,013.41 488,391,288.50

62,801,399.58 63,827,936.72

512,870,921.68 604,026,922.92

6,918,588.15

8,207,143.13

1,289,339.81 280,045.64

20,036,637.74 9,203,150.66

5,988,592.48

7,931,571.48

1,241,937.74 2,037,962.00

33,734.20 58,185.61

1,280,907,639.83 1,425,957,207.70


Dep

recia

tio

n C

hart




10) Intangible Assets @

(a) Computer Software

(b) Capital WIP/Computer Software(Accent HRP)

TOTAL

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

4,872,103.18 5,843,226.56

- 352,952.00

4,872,103.18 6,196,178.56

11) Non Current Investments

(a) Investment in Equity Instruments

72000 Equity shares Face Value Richa Infrastructure Limited

Rs. 10/- Each Fully Paidup of

7,200,000.00 7,200,000.00 --In Associates Companies (Unqouted, and stated at Cost Price)

(PY 72000 Equity shares Face Value including Premium of Rs. 90/- each of Richa Infrastructure Limited)

Rs. 10/- Each Fully Paidup

TOTAL

12) Inventories (Physically verified and certified by Management)

7,200,000.007,200,000.00

(a) Raw Materials

(b) Work in Progress

(c) Finished goods

(d) Stores & Spares

TOTAL

13) Trade Receivables

(a) Outstanding for period exceeding Six Months

(b) Others

Sub Classification of Trade Receivables

(a) Secured, Considered Good;

(b) Unsecured Considered Good;

(c) Doubtful

Receivables from Companies having some common directors

--Richa Infrastructure Limited

TOTAL

14) Cash and cash Equivalents

(a) Cash and cash Equivalents

1,431,958,518.88 1,475,038,958.40

808,926,788.83 318,425,323.22

31,456,850.00 272,698,310.57

8,735,810.91 8,481,397.88

2,281,077,968.62 2,074,643,990.07

212,138,631.22 16,008,630.00

873,616,840.03 561,329,746.60

137,404,859.94 4,203,838.00

904,532,919.96 548,713,514.80

43,817,691.35 24,421,023.80

20,936,281.94 21,867,004.94

1,085,755,471.25 577,338,376.60

(i) Balance with banks in Current Accounts

(ii) Cash In Hand

(b) Earmarked Balances with Banks

(i) HDFC Bank -Unclaimed Dividend FY 2009-10

(ii) Yes Bank -Unclaimed Dividend FY 2010 -11

(iii) Yes Bank -Unclaimed Dividend FY 2012 -13

(c) Balances with Banks to the extent held as margin money

(i) In Deposit accounts

--With Less or Equal to 12 Months Maturity

--With more than 12 Months Maturity

(ii) Interest Accrued but not Due

TOTAL

2,958,456.58

685,685.39

12,628,611.99 1,881,488.99

20,821.50

20,821.50

32,621.50

32,621.50

417.50 417.50

93,456,834.01 41,164,836.10

- 19,694,711.55

210,135.97 131,225.69

109,307,899.05 63,611,808.22



15) Short Term Loans and Advances

Unsecured and Considered Good

(a) Loan & Interest to employees

(b) TUFS Interest Subsidy Receivable

(c) Security Deposit

(d) Advance to Suppliers/Others

(e) Insurance Claim Receivable

(f) Prepaid Expenses

(g) Duty Drawback / DEPB Receivable

749,278.00 795,526.00

15,708,833.00 11,088,645.00

7,069,734.00 12,203,892.00

33,110,645.44 29,661,288.76

890,000.00 1,761,098.00

3,079,965.00 3,564,638.00

442,746.00 1,558,806.00

Balance with Customs/Central Excise and Income Tax Authorities

(a) Balance in CENVAT /Service tax account/Sale Tax / WCT/ Entry Tax

(b) Income Tax Refundable (AY 2012-13, FY 2011-12)

(c) Income Tax Refundable (AY 2015-16, FY 2014-15)

(d) MAT Credit Entitlement (AY 2011-12, FY 2010-11)

(e) MAT Credit Entitlement (AY 2012-13, FY 2011-12)

(f) MAT Credit Entitlement (AY 2013 -14, FY 2012-13)

(g) MAT Credit Entitlement (AY 2015-16, FY 2014-15)

(h) MAT Credit Entitlement (AY 2016-17, FY 2015-16)

(i) TDS Receivable/Advance Tax (AY 2016-17,FY 2015-16)

TOTAL

16) Revenue from Operations

13,835,436.38 12,886,338.56

305,470.00 305,470.00

- 11,730,280.00

2,846,372.00 2,846,372.00

20,537,288.00 20,537,288.00

1,098,181.00 1,098,181.00

8,479,203.00 7,258,116.00

8,125,175.00 -

36,977,332.00 -

153,255,658.82 117,295,939.32

(a) Sale of products

(i) Domestic sale

(ii) Export sale

(b) Sale of services

(c) Other operating revenues

TOTAL

Less: Excise Duty

TOTAL

17) Other Income

(a) Interest Income

(i) Interest Received on FDR

(ii) Interest received others

(b) Other non Oprating Income

(i) Duty Drawback Received

(ii) Unclaimed balances W/off & short & Excess

(iii) Rent Received

(iv) Advance Forfeited /Bad Debts Recoveries

(v) Miscellanous Receipts

TOTAL

4,636,632,786.02 2,625,953,016.34

- 5,850,201.15

164,017,465.11 391,316,519.94

- -

4,800,650,251.13 3,023,119,737.43

- -

4,800,650,251.13 3,023,119,737.43

5,256,923.64 4,824,541.34

1,516,762.00 325,751.00

- 299,409.00

316,038.26 -

-

299,340.00 90,058.00

1,555,099.00

12,115.52 126,640.85

8,956,278.42 5,666,400.19




18) (1) in case of manufacturing companies

(i) Raw material consumed under broad heads

Textile Unit

(a) Dyes and Chemicals

(b) Fabrics

(c) Yarn

(d) Fuel

(e) Packing Material

(f) Loading & Unloading

Construction & Engineering Unit

(g) HR Plates

(h) Structures

(i) Coils

(j) Accessories

(k) Material Used in home consumption

(l) Civil construction expenses with material

TOTAL (i+ii)

19) Purchase of Stock in Trade

20) INCREASE/DECREASE IN WIP/ FINISHED GOODS/CONSUMABLES

Closing Stock

Consumable Store

Finished Goods

Work in process

TOTAL

Opening Stock

Consumable Store

Finished Goods

Work in process

TOTAL

(-)INCREASE /DECREASE IN WIP/ FINISHED GOODS/CONSUMABLES

109,566,724.84 128,101,386.47 1,242,143,625.74 988,382,294.33

41,385,293.67

55,655,954.73

21,201,663.75

29,473,967.70

4,613,154.00

4,595,397.19

-

242,318.00

973,883,916.41

11,027,030.02

75,597,842.75 486,928,706.88

499,644,629.34

445,367,966.38

154,063,398.27

82,174,570.91

-273,976.00

299,992,895.72

3,421,819,168.49

2,231,949,592.61

538,195,475.67

8,735,810.91

8,481,397.88

31,456,850.00 272,698,310.57

808,926,788.83

318,425,323.22

849,119,449.74

599,605,031.67

8,481,397.88

6,062,941.14

272,698,310.57

255,318,095.18

318,425,323.22

155,346,257.26

599,605,031.67

416,727,293.58

-249,514,418.07

-182,877,738.09

21) Employee benefits expenses

(a) Salaries and Wages

(b) Conribution to Provident and other funds

(c) Staff welfare expenses

(d) Employee Retirement & Other Benefits

(i) Gratuity & Leave Encashment- Paid

(ii) Gratuity & Leave Encashment- Provision

(e) Directors Remuneration

TOTAL

179,240,741.00 158,107,485.00

6,509,342.00

5,824,952.00

3,016,379.00

2,554,177.00

3,646,400.00

4,671,487.00

1,519,663.00

3,581,979.00

3,803,225.00 4,500,000.00

197,735,750.00

179,240,080.00

22) Finance Cost

(a) Interest expenses

(i) to Banks on Working Capital Loans

(ii) to Banks on Term Loans

(iii) on other accounts

(b) Other borrowing costs

(i) Bank Charges

(c) Applicable Net Gain/Loss on Foreign Currency Transactions and Translations

TOTAL

(Net of TUF Interest Subsidy Rs. 68,84,688.00 , Previous Year Rs. 102,76,633.00 )

187,694,256.00 172,277,469.00

39,616,351.00

54,429,007.00

14,836,241.19

24,684,077.98

34,808,334.57

22,212,122.49

-221,507.00

-162,075.00

276,733,675.76

273,440,601.47



23) Depreciation and Amortisation Expense

24) OTHER COST

(A) MANUFACTURING EXPENSES

(a) Outside Job work/ Erection Charges

(b) Power and fuel

91,688,985.25 87,819,986.42

402,729,206.96 339,102,279.20

107,848,623.00 157,029,322.53 43,927,409.35 43,386,151.94

(c) Water & Sewearage Charges

(d) Consumption of stores and spare parts

(e) Repairs to Machinery

(f) Freight on Purchase

TOTAL

(B) ADMINISTRATIVE EXPENSES

(a) Auditors remuneration & Out of pocket Expenses

(b) Books & periodicals

(c) Charity & Donation

(d) Commission / Sitting fee to Non WTD

(e) Director Travelling & Conveyance

(f) Diwali Expenses

(g) Miscellaneous Expenses

(h) Insurance (Others)

(i) Insurance (on cars)

(j) Legal & Professional Charges

(k) Out of pocket Expense -Consultant

(l) AGM & Meeting Expenses

(m) Postage /Telegram/ Courier Expenses

(n) Printing & stationery Expenses

(o) Rates & Taxes, Excluding taxes on income

(p) Rent

(q) Repairs to Buildings

(r) Repair - Computer

(s) Running & Maintenanance -Vehicle Commercial

(t) Running & Maintenance - Vehicle others

(u) Watch /Ward/Security

(v) Repair - Electricals

(w) Subscription & Membership Fee

(x) Telephone, Modem & Internet Expenses

(y) Testing & Designing Expenses

(z) Travelling & Conveyance Expenses

(zi) Office Maintenance Expenses

(zii) CSR Expenses

TOTAL

(C) SELLING & DISTRIBUTION EXPENSES

(a) Sales Promotion Expenses

(b) Commission/ Discount on Sales

(c) Distribution Expenses/ Export sales clearing Expenses

(d) Advertisement / Tender fee & Exhibition Expenses

(e) Bad Debts written off

(f) L.D.Charges deducted

TOTAL

20,930.00

21,450.00

34,168,777.04

18,170,140.33

24,703,508.90

16,336,006.65

20,019,355.00

13,948,559.00

230,688,603.29

248,891,630.45

425,935.00

446,010.00 69,860.00

53,411.00

98,500.00

109,000.00

250,000.00

9,000.00

2,409,638.00

295,947.00

3,013,678.00

514,843.00

197,926.47

221,457.05

4,517,806.60

3,471,808.00

252,002.00

255,252.00

6,761,406.00

7,474,165.00

217,706.00

78,100.00

89,576.00

40,368.00

325,244.00

359,515.00

1,741,876.00 1,843,839.00

65,110,969.08

12,499,381.30

1,228,593.00

646,815.00

538,086.00 943,074.00

2,018,477.00

2,539,353.13

3,627,099.00

384,735.48

1,558,751.00 5,226,434.75

3,447,954.00 2,433,467.00

1,382,463.00 1,692,092.00

476,853.00 411,869.00

1,900,182.12

1,918,743.00

1,546,058.00

416,043.00

12,364,577.07

10,725,614.89

1,424,768.00 1,484,090.00

4,000,000.00

-

120,995,984.34

56,494,427.60

3,368,428.26

5,150,867.50

511,836.26

80,855.00

13,975,625.18

22,704,969.94

1,316,681.00

970,696.64

27,823,070.62

4,808,832.07

4,048,978.01

-

51,044,619.33

33,716,221.15




(d) Profit on sale of fixed assets

TOTAL

Extraordinary Items

(a) Loss on sale of fixed assets

(b) Loss in theft

(c) Debtors under Dispute/Litigation Written off

-34,903,391.13 124,790.24

- 230,000.00

- 14,247,884.40

40,858,196.20

5,954,805.07 14,602,674.64

EARNING PER SHARE & DILUTED EARNING PER SHARE

(I) Net Profit after tax as per P & L Account

(ii) Weighted Average number of equity Shares used

as denominator for calculating EPS (Nos)

(iii) Net Profit attributable to shareholders

(iv) Diluted Earning Per Share(RS) (iii/ii)

(v) Profit before tax

(vi) Earning per share

(vii) Face Value per equity Share

Payment to the Auditor As

(a) Auditor

(b) for taxation matters

(c) for Company Law matters

(d) for Management Services

(e) for Other Services

(f) for Reimbursement of Expenses

Detail of items of exceptional and extraordinary nature

(a) Loss on sale of fixed assets

(b) Profit on sale of fixed assets

(c) Loss by Theft of Cash

(d) Debtors under Dispute/Litigation Written off

Prior period item

Amount of Expenditure incurred on Corporate Social Responsibility activities

Additional Information as required in Part-II of Schedule III

Value of Imports on C.I.F. Basis

Raw Materials;

Components and spare parts;

105,910,886.56

23,061,379.78

105,910,886.56

4.59

136,173,490.56

4.59

10.00

400,000.00

150,000.00

-

-

-

25,935.00

34,903,391.13

40,858,196.20

-

-

NIL

4,000,000.00

-

1,795,321.00

72,223,889.24

22,315,000.00

72,223,889.24

3.24

85,508,661.37

3.24

10.00

300,000.00

100,000.00

300,000.00

-

300,000.00

46,010.00

124,790.24

230,000.00

14,247,884.40

NIL

NIL

-

3,007,575.00

Capital Goods

Expenditure in Foreign Currency

Royalty

Know-how

Professional & Consultation fee

--Software

Interest

Other Matters

--Foreign Travelling

4,522,778.00

440,088.00

-

2,161,481.00

3,948,950.00

864,232.00

-

-

25)

26)

(a)

(b)

(c)

(d)

27)

(a)

I

II

III

(b)

I

II

III

IV

V

(c) Total value of Imported / Indigenous raw materials, spare parts and components -


Raw Materials--Indigenous

--Imported

TOTAL

Spare Parts and Components

--Indigenous

--Imported

TOTAL

Year Ending March-2016 Year Ending March-2015(Amount in Rs. ) % Consumption (Amount in Rs. ) % Consumption

3,421,819,168.49 100.00 2,231,949,592.61 100.00

- - - -

3,421,819,168.49 100.00 2,231,949,592.61 100.00

32,373,456.04 94.75 15,162,565.33 83.45

1,795,321.00 5.25 3,007,575.00 16.55

34,168,777.04 100.00 18,170,140.33 100.00

(d) Amount remitted during the year in foreign currencies on account of dividends

--Total number of non-residents shareholders

--Total number of shares held by them on which dividend is due

--the year to which dividend relates

(e) Earnings in foreign exhange

I Export of goods calculated on F.O.B Basis

II Royalty, know-how, professional and consultation fee

III Interst and dividend

IV Other incomes (if any)

28) (a) Dividends from Subsidiary Companies *

(b) Provision for losses of Subsidiary Companies *

* The Company has no subsidiaries

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

- 5,850,201.15

(i) Contingent Liabilties

(a) Claims against the Company not acknowledged as debt

(b) Guarantees 173,850,627.00

-

126,441,959.50 (c) other money for which the company is contingently liable

--Disputed demands in respect of income tax etc (interest thereon not ascertainable at present)

--Disputed demands in respect of Service Tax

--Disputed demands in respect of Sales tax

--Duty saved on EPCG licenses pending for redumption

--amount of Letter of Credits for which Bills are not accepted under LC

5,903,313.00

13,201,385.00

22,323,565.00

51,238,654.00

21,858,560.12

6,495,838.00

23,664,393.00

The Company donot expect any reimbursement in respect of the above contingent liabilities.The amount shown in (b) above represents bank guarantees given in the normal course of the company operations and are not expected to result in any loss to company on basis of beneficiary fulfilling its ordinary commercial obligations.

The amount shown in (c) above represent the best possible estimates arrived at onthe basis of available information. Uncertainties and possible reimbursements are dependent on the outcome of different legal processes which have been invoked by the company or the claimants as the case may be and therefore cannot be estimated accurately .The company engages reputed professional advisor to protect its interests and has been advised that it has strong legal positions against such disputes.


(ii) Commitments

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

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

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

--

- -

- -

- - --related amount per shareThe Company do not have any preference shareholders

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




31)

32) Related Party disclosures

1 Relationships (Only those with whom transactions have taken place)

(a) Key Managerial Personnel

(2) Sh Sandeep Gupta (Jt MD) (3) Sh Manish Gupta (President)

(b) Associates

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

(c) Relatives of Key Managerial Personnel

2 Transactions carried out with related parties referred in 1 above, in ordinary course of business

Nature of Transaction

Sales

Goods, material and service

(1) Sh Sushil Gupta (CMD)

(1) Geeta Devi

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

Related Parties

Referred in 32 -1(a) above

Referred in 32 -1(c) above

Referred in 32 -1(b) above

2224695.00

Purchase


Expenses

Remuneration

Finances

Loans and advances repaid (net of receipts)

Outstandings

Receivables

Payable (Remuneration)

Loans & Advances payables

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

Sales


Purchase


Expenses - Remunerations

-- Sh Sushil Gupta

--Sh Sandeep Gupta

--Sh Manish Gupta

--Smt Geeta Devi

5400000.00

(4500000.00)

376231.00

(330185.00)

1800000.00

(1500000.00)

1800000.00

(1500000.00)

1800000.00

(1500000.00)

600000.00

(600000.00)

49890.00

(48280.00)

600000.00

(600000.00)

(26005162.00)

20629517.00

-

37494625.00

(49238800.00)

18212542.94

(21867004.94)

196915823.00

(234410448.00)

2224695.00

(26005162.00)

20629517.00



Finances

Loans and advances repaid (net of receipts)

--Richa Holdings Limited

--Richa Building System Private Limited

Outstandings

Receivables

--Richa Infrastructure Limited

Payable (Remmuneration)

-- Sh Sushil Gupta

--Sh Sandeep Gupta

--Sh Manish Gupta

--Smt Geeta Devi

Loans & Advances payables

--Richa Holdings Limited

--Richa Building System Private Limited

119897.00

(105175.00)

125451.00

(109070.00)

130883.00

(86790.00)

49890.00

(48280.00)

37454625.00

(4532800.00)

40000.00

(44706000.00)

18212542.94

(21867004.94)

62446823.00

(99901448.00)

134469000.00

(13459000.00)

Previous Year Figures in (Rs. )

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

a)

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

The Company has recognised account on account of Employers Contribution to Pension / Provident Fund under Defined Contribution Plan

Rs. 5442732.80 (Previous year Rs. 45,04,229.00) in the statement of profit and loss

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

Define benefit obligation at beginning of year

Interest Cost

Current Service Cost

Actuarial Gain / (Loss)

Benefit paid

Defined Benefit obligation at year end

ii) Reconciliation of fair value of assets and obligation

Fair value of Plan assets

Present value of obligation

Amount recognized in Balance Sheet

2015-16 2014-15 2015-16 2014-15

9,878,035 7,207,774 5,554,717 4,642,999

765,548 612,661 430,491 394,655

2,648,955 2,686,303 1,600,838 1,697,560

(915,773) 855,252 (10,662) 1,261,799

(1,229,303) (1,483,955) (1,770,401) (2,442,296)

11,147,462 9,878,035 5,804,983 5,554,717

0 0 0 0

11,147,462 9,878,035 5,804,983 5,554,717

11,147,462 9,878,035 5,804,983 5,554,717

Gratuity (Unfunded) Leave Encashment (Unfunded)




(i) Manufacture in Textiles the product group namely Dyeing & Processing of Knitted Fabrics and Processing / Knitting of Yarn and Manufacture of Knitted Fabric which mainly have similar risks and returns.

- The textile business incorporates

iii) Expenses recognized during the year

Current Service Cost

Interest Cost

Expected return on plan assets

Actuarial Gain / (Loss)

Net Cost

iv) Actuarial assumptions

Discounting Rate

Future salary Increase

Expected rate of return on plan assets

34) Disclosures pursuant to Accounting Standard (AS) – 17 “Segment Reporting”

a) Primary Segment Reporting by Business Segment

Company’s primary business segments are

2,648,955

765,548

0

(915,773)

2,498,730

8%

5.50%

0%

2,686,303

612,661

0

855,252

4,154,216

7.75%

5.25%

0%

1,600,838

430,491

0

(10,662)

2,020,667

8%

5.50%

0%

1,697,560

394,655

0

1,261,799

3,354,014

7.75%

5.25%

0%

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

b) Secondary Segment Reporting (By Geographical Segments)The following is the distribution of the Company’s consolidated sales by geographical segment, regardless of where the goods were produced

(i) Sales to Overseas Market

(Ii) Sales to Domestic Market

Segment Reporting Chart

1 Segment Revenue

a) Textiles

b) Construction & Engineering

Total Income From Operation

Less: Inter Segment Revenue

Sales/Income from Operation

2 Segment Results

Profit before tax and interest from each segment

a) Textiles


Total

Less: Inter Segment Revenue

- 5850201.15

4,800,650,251.13 3,017,269,536.28

1,899,034,280.21 1,524,036,812.52

2,901,615,970.92 1,499,082,924.91

4,800,650,251.13 3,023,119,737.43

- -

4,800,650,251.13 3,023,119,737.43

146,509,763.76 139,710,069.11

260,442,597.49 233,841,868.70

406,952,361.25 373,551,937.81

i) Interest

ii) Other unallocble expenditure net of unallocable income

iii) exceptional Items

Total Profit before Tax

3 Capital Employed

(segment Assets Less Segment Liabilities)

a) Textiles


Total Capital Employed

276,733,675.76 273,440,601.47

- -

- -

130,218,685.49 100,111,336.34

581,132,520.17 744,605,022.41

1,348,727,838.52 1,144,767,195.35

1,929,860,358.69 1,889,372,217.76


35) Disclosures pursuant to Accounting Standard (AS) – 28 “Impairment of Assets”

36) Disclosures pursuant to Accounting Standard (AS) – 19 “Leases”

37) Insurance Claims

38)

39) Balances of Trade Receivable, Trade Payable & Advances are subject to confirmation and consequential adjustment, if any.

40)

41)

For Vijay Singla & Associates For and on the behalf of the Board of

Chartered Accountants Directors of Richa Industries Limited

Firm Registration Number : 018099N

(CA Vijay Kumar Singla)

Partner Membership Number - 094033

Faridabad 30-May-2016

CS Gaurav Yadav

Company Secretary

Dr. Sandeep Gupta

Jt Managing

Director M.No. 28484

DIN : 00035751

Sushil Gupta

Chairman cum

Managing Director

DIN : 00035854

The previous year’s figures have been reworked, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year

Significant accounting policies and practices adopted by the Company are disclosed in the statement annexed to these financial statements as Annexure-1.

As per our report of even date attached

The company has taken various premises under cancelable operating lease. All the lease arrangements are for a period of less than or equal to 11 months. These lease Agreements are normally renewed on expiry of the terms. Leaserental expenses for 2015-16 in respect of above operating leases are Rs. 12,28,593.00 (Previous year Rs. 6,46,815.00)

During the year, the company accounted insurance company towards the expenditure incurred on account of damages due to storm and rain water logging in Textile plant

Rs. 8,90,000.00 (Previous year Rs. 17,89,758.00) as claims receivable from

The company has reviewed the possibility of impairment of the fixed assets of company in term of the accounting standard AS -28 “Impairment of assets” as at balance sheet date and is of the opinion that no such provision for impairment is required.

Rs. 7,39,38,505.00 (Previous Year Rs. 6,22,63,000.00) has been included in Gross Revenue of 2015-16 for which material has been supplied to BSWC, for which final bills are pending to be raised, but the collection for the same has been realized.




Annexure-1

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICESst(Annexed to and forming part of the financial statements for the year ended 31 March 2016)

i) Basis of Preparation of Financial Statements

The Financial Statements are prepared under in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by Central Government in constitution and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) of Companies Act, 1956(Companies (Accounting Standards) Rules, 2006, as amended) and other relevant provisions of the Companies Act, 2013.

The Company follows mercantile system of accounting and recognizes significant items of income and expenditure on accrual basis, unless stated otherwise.

ii) Use of Estimates

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements, disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known / materialized.

iii) Fixed Assets

Tangible Assets

Tangible Fixed Assets are stated at cost net of CENVAT/Value Added Tax, any subsidy less accumulated depreciation and impairment loss if any. All costs, including financing costs till commencement of commercial production, net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the fixed assets are capitalized.

Subsequent expenditures related to an item of tangible asset are added to it book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance

Assets which are not ready for their intended use are shown as capital work –in – progress.

Intangible Assets

Intangible assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization/depletion and impairment loss, if any. The cost comprises purchase price, borrowing cost, and any cost directly attributable to bringing the asset to its working condition for the intended use and net charges on foreign exchange contracts and adjustment arising from exchange rat variations attributable to intangible assets.

iv) Depreciation

st(I) Effective 1 April 2014, the Company depreciates its fixed assets over the useful life in the manner prescribed in Schedule II of the Act, as against the earlier practice of depreciating at the rates prescribed in Schedule XIV of the Companies Act 1956.

(ii) Depreciation on additions to assets or on sale / discardment of assets, is calculated pro-rata from the month of such additions or upto the month of such sales / discardment, as the case may be.

v) Foreign Currency Transactions

(a)Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction

(b) Monetary items denominated in foreign currencies at the year-end are restated at year end rates. In case of items which are covered by foreign exchange contracts, the transaction is recorded at the rate when the same was incurred. The premium paid on forward contracts is recognized only when the forward contract is matured.

(c) Non – monetary foreign currency items are carried at cost.


(d) Any income or expense on account of exchange difference either on settlement or on translation is recognized in the profit or loss account except in cases where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets.

(vi) Investments

Current Investments are carried at the lower of cost or quoted / fair value, computed category wise. Long Term Investments are stated at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary.

(vii) Inventories

Inventories are valued at lower of cost or net realizable value after providing for obsolescence, if any. In case of raw materials, packing material, stores and spares, the cost includes duties and taxes (Net of CENVAT/VAT, wherever applicable) and is arrived on FIFO basis. Finished goods & WIP cost includes the cost of raw materials, an appropriate share of fixed and variable overheads on the basis of standard cost method and other costs bringing them to their respective present location and condition. Obsolete, defective and unserviceable stocks are provided for wherever required.

(viii)Revenue Recognition/Turnover

(a) Turnover includes sale of goods, services, adjusted for discounts, net of returns. Sales are recognized when goods are supplied and are recorded freight charges realized from customers but exclude trade discounts and rebates. Export incentive receivable in cash is recognized as income on export being made. Export sales include goods invoiced against confirmed orders /LC.

(b) Revenue is recognized only when it is reasonable to expect ultimate collection. Interest is recognized on the time proportion basis taking into account amount outstanding and rate applicable. The income & expenditure are accounted for on accrual basis.

(ix) Employees' Retirement Benefits

(a) Short - term employee benefits are recognized as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered.

(b) Post-employment and other long term employee benefits are recognized as an expense in the profit and loss account for the year in which the employee has rendered services. The expenses are recognized at present value of the amounts payable determined using actuarial valuation technique . Actuarial gains and losses in respect of post-employment and other long term benefit are charged to the profit and loss account.

(x) Deferred revenue Expenditure

Pre - operative expenditure/Deferred Revenue Expenditure are being amortized over a period of 5 Years

(xi) Provision of Current and Deferred Tax

Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income Tax Act, 1961. Deferred tax resulting from “timing Differences” between taxable and accounting incomes is accounted for using the tax rates and laws that are enacted or substantively enacted as on the balance sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is a virtual certainty supported with convincing evidence that the asset will be realized in future.

(xii) Dues to Micro, Small & Medium enterprises:

The classification of the suppliers under Micro, Small and Medium Enterprises Development Act, 2006 is made on the basis of information made available to the company. No principal amount or interest amount remain unpaid to such Micro and Small enterprises as on 31.03.2016 and no payments were made to such enterprises beyond the “appointed day” during the year. Also the company has not paid any interest in terms of Section 16 of the above mentioned act or otherwise.

(xiii) Sales / Transfers

Inter-Unit transfers of finished goods for captive consumption are valued at market price. The value of such inter-unit transfers is included in the materials consumption of consuming units. The year-end stock of such transferred goods is valued at cost.

(xiv) Sundry Debtors

Sundry debtors are stated after writing off- bad debts.



(xv)Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed on the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

(xvi)Expenditure during Construction

In respect of new projects, all expenses including interest incurred up to the date of commencement of commercial production are capitalized. In respect of substantial expansion of business at existing location only direct costs are capitalized together with interest on the funds related to them up to the date of commercial production.

(xvii)Borrowing Costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that takes necessarily substantial period of time to get ready for its intended use. All other borrowing costs are charged to Profit & Loss Account.

(xviii) Impairment of Assets

An assets is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Profit and Loss account in the year in which an asset is identified as impaired. The impairment loss recognized in Prior accounting period is reversed if there has been a change in estimate of recoverable amount.

(xix)Leases

Leases rentals in respect of finance lease are segregated into cost of assets and interest component by applying the implicit rate of return.Assets acquired on lease where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease rentals are charged to the Profit and Loss Account on accrual basis.

(xx) Government Grants

Any Government grants, subsidy of capital nature is reduced from the cost of respective fixed assets and other grants, subsidies of revenue nature are net off against the respective expenses.

---------------------------------------------------------------------------------------------------------------------------------------------------------------------As per our report of even date attached.

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

(CA Vijay Kumar Singla) Dr. Sandeep Gupta Sushil GuptaPartner Jt Managing Chairman Membership No. 094033 Director Cum Managing

DIN: 00035751 DirectorDIN: 00035854

Place: Faridabad CS Gaurav YadavDate: May 30, 2016 Company Secretary

MN - 28484



ATTENDANCE SLIPnd22 ANNUAL GENERAL MEETING

DP ID/Client ID/Folio No-

Name of the Member- (In Block Letters)

Address

I/We certify that I am/ we are Member(s)/Proxy of the Member(s) of the Company holding.

nd thI/ We hereby record my/our presence at the 22 Annual General Meeting of the Company on Saturday, 13 August, 2016 at 10:00 A.M. At Hotel Delite, 17-18 Neelam Bata Road, N.I.T. Faridabad -121001, (Haryana).

- - - - - - - - - - - - - - - Signature of Member/Proxy

Note:

1. Members/Proxy Holders are requested to bring this Attendance Slip duly filled in and signed with them when they come to the meeting and hand it over at the entrance of the Meeting hall. No attendance slip shall be issued at the meeting.

2. No briefcase, bag etc. Shall be allowed inside the Meeting hall.3. Please bring your copy of the Annual Report to the Meeting.4. The Meeting is of members only and you are requested not to bring with you any person who is not a member or a proxy.

Note: : Please read instructions given at Note No. 16 of the Notice of the 22 Annual General Meeting of the Company before casting your vote through remote e-voting

E-VOTING PARTICULARS

EVSN(Electronic Voting Sequence number) USER ID Sequence Number

Gu

ide M

ap

to

ven

ue o

f A

GM

fro

m D

elh

i-F

ari

dab

ad

Bo

rder

HO

TE

L D

EL

ITE

, N

IT, F

ari

dab

ad

NH

PC

Ch

ow

kB

ad

kh

al

Ch

ow

kO

ld F

bd

.C

ho

wk

Old Fbd.Metro Station

AjrondaMetro Station

Neelam Flyover

Neela

m

Ch

ow

kN

eela

m B

ata

Ro

ad

Ho

tel

De

lite

Neela

mC

inem

a

U Turn for Neelam Flyover

ES

CO

RT

SC

OM

PA

NY

Math

ura

Ro

ad

Math

ura

Ro

ad

Sec. 16AN.I.T No. 5

Under Pass

DLF Industrial

Area

NH

PC

M

etr

o S

tati

on

Mewla MaharajpurMetro Station

Sector 28Metro Station

Badkhal Flyover

BadkhalMetro Station

Sector 21

Sector 19

Sector 29 & 28

Greenfield

TowardsDelhi

TowardsAgra

DL

F

Ind

ustr

ial

Are

a



Form No MGT -11Proxy Form

(Pursuant to section 105(6) of the Companies Act, 2013and rule 19(3) of the Companies

(Management and Administration) Rules, 2014)

I/We, being the member(s) of …………………………………………………… Shares of the above name Company, hereby appoint

1. Name: …………………………………….

Address: ……………………………………….

E-Mail ID:……………………………………..

Signature: ……………………………, or Failing him

2. Name: …………………………………….

Address:

E-Mail ID:

Signature: ……………………………, or Failing

3. Name: …………………………………….

Address:

E-Mail ID:

Signature: ……………………………, or Failing

ndAs my/our proxy to attend and vote (on a poll) for me/us and on my/ our behalf at the 22 Annual General Meeting of the Company thscheduled to be held on the Saturday, 13 Day of August, 2016 At 10.00 A.M. at Hotel Delite, 17-18 Neelam Bata Road, N.I.T.

Faridabad -121001, (Haryana) in respect of such resolutions as are indicated below:

Name of the Member (s):

Registered Address:

E-Mail Id:

Folio No/Client ID:

DP ID:

Sr. No Ordinary Business For Against

1 To consider and adopt the Audited Financial Statements i.e. Balance Sheet as stat 31 March, 2016 and the Profit and Loss Account for the year ended

st31 March, 2016 together with the reports of the Board of Directors and Auditors thereon.

2 Re-appointment of Sh. Sandeep Gupta as a Director who retires by rotation

3 To Ratify the Appointment of M/s Vijay Singla & Associates, Chartered Accountants, as the Statutory Auditors and Fix their Remuneration

Sr. No Special Business For Against

4 To consider appointment of Mrs. Bhawana Singhalas an Independent Director of the Company

5 To consider appointment of Mr. Lavesh Kansal as an (Professional Executive Director- EPC Division) of the Company

6 Revision in remuneration of Dr. Sandeep Gupta Managing Director of the Company

7 Revision in remuneration of Mr. Sushil Gupta Chairman of the Company

8 Revision in remuneration of Mr. Manish Gupta President Textile of the Company

10 Authorize Borrowing by way of issuance Non-Convertible Debentures/Bonds/Other Instruments

9 Approval of Cost Auditor Remuneration

11 Preferential Allotment of Equity Shares

Signed this…………………… day of……………………2016

Signature of Shareholder:

Signature of Proxy holder (s):

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of meeting

nd2. For the Resolutions, Explanatory Statement and Notes, Please refer to the Notice of 22 Annual General Meeting

Affix a Revenue

Stamp

RICHA INDUSTRIES LIMITEDCertified ISO 9001:2008; OHSAS 18001:2007

www.richa.in

Corporate cum Registered Office: Plot No. 29, DLF Industrial Area, Phase-II, Faridabad, Haryana,

India-121003

Ph:+91-129-4133968E-mail: [email protected]

Kashipur Unit: 8th Km Stone, NH-121, Ram Nagar Road, KashipurDistt. Udam Singh Nagar, Uttrakhand-244713Ph: +91-5947-223333

Faridabad Unit: Village kanwara, Old Faridabad, Kheri - Jasana Road, Faridabad, Haryana, 121101Ph: +91-129-2201132

Documents

annual report final - Bombay Stock Exchange€¦ · · 2016-08-19projects in a record time on an average of delivering one building in five days. ... Mansa (Punjab)- 151505, Faridabad-