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Richa Industries Ltd.

BSE: 532766 Sector: Infrastructure
NSE: N.A. ISIN Code: INE516H01012
BSE 00:00 | 07 Dec 2.13 -0.06
(-2.74%)
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2.25

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2.28

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NSE 05:30 | 01 Jan Richa Industries Ltd
OPEN 2.25
PREVIOUS CLOSE 2.19
VOLUME 4666
52-Week high 7.12
52-Week low 1.81
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.25
CLOSE 2.19
VOLUME 4666
52-Week high 7.12
52-Week low 1.81
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Richa Industries Ltd. (RICHAINDUSTRIES) - Director Report

Company director report

Dear Shareholders

The Resolution Professional Appointed by the honorable Adjudicating Authority theNational Company law Tribunal Chandigarh Bench in whom the powers of the Board ofDirectors are vested presents the twenty Seventh Annual Report of the Company togetherwith the Audited financial statements of the Company for the year ended March 31 2021

INITIATION OF CORPORATE INSOLVENCY REOLUTION PROCESS (CIRP)

The Corporate Insolvency Resolution Process ("CIRP") has been initiated on apetition filed by Tata Bluescope Steel Limited against Richa Industries Limited ("theCompany") which has been admitted vide an Order dated 18-12-2018 ("InsolvencyCommencement Date") by the Hon'ble National Company Law Tribunal ("NCLT")Chandigarh Bench under the provisions of the Insolvency and Bankruptcy Code 2016("the Code"). Mr. Arvind Kumar IP Registration No. IBBI/IPA-001/IP-P00178/2017-2018/10357 has been appointed as Interim Resolution Professional("IRP") to manage affairs of the Company in accordance with the provisions ofthe Code and thereafter appointed as the Resolution Professional ("RP") by thecommittee of creditors ("COC") of the Company in the meeting held on January 172019 under the provisions of the Code. Pursuant to the Hon'ble NCLT Order for commencementof the CIRP and in line with the Provisions of the Code the power of the Board ofDirectors stands suspended and same is being exercised by RP in terms of the provisions ofSection 17 & 20 of the Code. Further vide an Order dated June 7 2019 Hon'ble NCLThas extended the CIRP period for a further period of 90 days beyond the initial astatutory period of 180 days. Pursuant to the non-approval of resolution plan the COC inits meeting held on 03.09.2019 has passed a resolution for liquidation of Company anddirected the Resolution Professional to file an application for liquidation beforeAA(Adjudicating Authority). Consequent to which Mr. Arvind Kumar has file an applicationfor liquidation on 12thSeptember 2019 which is pending for approval by AA.

Pursuant to the orders of the Hon'ble National Company Law Tribunal (NCLT ) ChandigarhCorporate Insolvency Resolution Process (CIRP) has been initiated in respect of RichaIndustries Limited ("the company") under the provision of Insolvency andBankruptcy Code 2016 ("the code") with effect from 21.12.2018

In this connection. Mr. Arvind Kumar has been appointed as an Interim ResolutionProfessional as per the provision of the code. Further the Committee of creditorsconstituted during CIRP has confirmed the appointment of Mr. Arvind Kumar as theResolution Professional on 17.01.2019 for the Company.

Since the Company is under CIRP as per Section 17 of the Insolvency & BankruptcyCode from the date of appointment of the Resolution Professional

(a) the management of the affairs of the corporate debtor shall vest in the interimresolution professional;

(b) the powers of the board of directors or the partners of the corporate debtor asthe case may be shall stand suspended and be exercised by the interim resolutionprofessional;

(c) the officers and managers of the corporate debtor shall report to the interimresolution professional and provide access to such documents and records of the corporatedebtor as may be required by the interim resolution professional;

(d) the financial institutions maintaining accounts of the corporate debtor shall acton the instructions of the interim resolution professional in relation to such accountsand furnish all information relating to the corporate debtor available with them to theinterim resolution professional.

Financial Results

The Company's Financial Performance for the year ended March 31 2020 is summarizedbelow:

(Rs In Crore)

Particulars Current Year 31.03.2021 Previous Year 31.03.2020
Total Revenue 35.20 42.91
Total Expenses 81.39 100.23
Profit/(Loss) before extraordinary items and tax (46.19) (57.31)
Extraordinary Items -
PROFIT/ (LOSS) BEFORE TAX (46.19) (57.31)
Tax Expense - -
PROFIT/(LOSS) FOR THE YEAR (46.19) (57.31)

Results of Operations and the state of Company affairs

The Company's Standalone turnover for the current financial year is Rs 35.06 crores ascompared to Rs 42.61 crores in previous financial year. Loss before tax is Rs 46.19 Crorefor the current financial year as compared to that of loss before tax for previousfinancial year of Rs 57.32 crores. Loss after tax for the current financial year stood atRs 46.19 crores as compared to loss before tax Rs 57.32 crores in the previous financialyear.

The Company consolidated turnover for the current financial year is Rs 35.06 crores ascompared to Rs 42.61 crores in the previous financial year. Loss before tax is Rs 46.22crores for current financial year as compared to that of previous financial year of lossbefore tax of Rs 57.27 crores. Loss after tax for the current financial year stood at Rs46.24 as compared to loss after tax Rs 57.27 crores in the previous financial year.

The Basic and diluted Earnings per share computed in accordance with the AccountingStandard-20 issued by the Institute of Chartered Accountants of India was Rs -19.72 pershare respectively as against Rs -24..46 per share during the previous year.

Consolidated Financial Statements

As per regulation 33 of the Securities and Exchange Board of India ( Listing obligationand Disclosure Requirements ) Regulations 2015 (hereinafter referred to as " ListingRegulations") and applicable provison of the Companies Act 2016 read with the rulesissued thereunder the Consolidated financial statements of the Company for the financialyear 2020-21 have been prepared in compliance with applicable Accounting Standards and onthe basis of audited financial statements of the Company and its subsidiary. TheConsolidated financial statements together with the Auditor reports form parts of thisAnnual Report.

Change In the Nature of Business

There is no change in the nature of the Business of the Company

Transfer to Reserve

The company has not transferred any amount to the reserves during the year

Dividend

The Company does not recommend any dividend on the equity shares for the financial yearended as on March 312021

Share Capital

The paid up Equity Share Capital is Rs 23.43 Crore as on 31st March 2021. The Companyhas not issued equity shares with differential voting rights sweat equity shares nor hasit granted any stock option. There was no public issue rights issue bonus issue etcduring the year

Preferential Issue and Private Placement

During the year the Company has not made any preferential issue and private placement.

Management Discussion & Analysis

Management Discussion and Analysis Report form an integral part of this report andgives a detailed review of the Company's Operation performance and future outlook duringthe financial year 2020-21.

Extract of Annual Return

The details forming part of the Annual Return extract in Form MGT-9 as required undersection 92 of the Companies Act 2013 are included in this report as Annexure-ll andforms an integral part of this report.

Number of Meetings of the Board

The Corporate Insolvency Resolution Process (CIRP) of the Company has been initiatedfrom December 18 2018 as per the order passed by the Hon'ble National Company LawTribunal ('NCLT") Chandigarh Bench under the provision of Insolvency and BankruptcyCode 2016. Since NCLT order the power of the Board of Directors have been suspendedduring the CIRP Period no meetings of the Board have been held.

Directors' Responsibility Statement

To the Best of Knowledge and belief and according to the information and explanationsobtained 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 2021the applicable accounting standards read with requirements set out under Schedule III ofthe Act have been followed along with proper explanation relating to material departureif any

(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive true and fair view of the state of affairs of the Company as at March 31 2021 and ofthe profit of the Company for the year ended on that date

(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Act for safeguardingthe 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 theCompany and that such internal financial control are adequate and are operatingeffectively; and

(vi) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

Directors and Key Managerial Personnel Changes

There is no KMP in the Company at the end of financial year 2020-21. The regulation15(2A) of SEBI (LODR) REGULATIONS 2015 provides that the regulations regarding thecomposition of the board shall not be applicable to the company under CIRP.

Declaration by Independent Directors

The Company does not have any independent director during the year.

The Board of Directors has framed a policy that lays down a framework related toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This Policy also lays down criteria for selection and appointment of Board members. Thedetails of this policy are explained in the Corporate Governance Report.

Board Evaluation

The powers of Board of Directors of the Company are suspended vide order dated December18 2018 passed by Hon'ble NCLT Bench Chandigarh for initiation of Corporate InsolvencyResolution Process the Powers of suspended Board of Directors of the Company are vestedin Resolution Professional Mr Arvind Kumar.

Particulars of Loan Guarantees or Investment by the Company

During the period the Company has not made any Loans Guarantee or investment in termsof the provision of the Section 186 of the Companies Act 2013.

Related Party Transactions

There being no material related party transactions as defined in the Companies Act2013 read with Regulation 27 of the SEBI (Listing Obligation and disclosure Requirements)Regulations 2015 which may have potential conflict with the interest of your Company atLarge. Hence there is no detail to be disclosed in form AOC-2 in that regard.

Material changes and commitments

During the financial year under review the major events which have affected theCompany are as follows

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo.

The Particulars relating to conservation of Energy Technology Absorption ForeignExchange Earnings and outgo as required to be disclosed under the Act are provided inAnnexure I to this report.

Risk Management

The Company has a well-defined process in place to ensure appropriate identificationand treatment of risks. The identification of risk is made at strategic businessoperational and process levels. All significant risks are well integrated with thefunctional and business plans and are reviewed on a regular basis.

Corporate Social Responsibility(CSR)

The company has suffered losses in the previous years. Therefore no amount isattributable to Corporate Social Responsibility as per the Companies Act 2013. Thecompany is undergoing Corporate Insolvency and Resolution Process.

Composition of Committees

The powers of board of Directors of the Company are vested in the ResolutionProfessional appointed by the Hon'ble Adjudicating Authority. The board of the Company issuspended and committees are not properly constituted.

The regulation 15(2A) of SEBI (LODR) REGULATIONS 2015 provides that the regulationsregarding the composition of the board shall not be applicable to the company under CIRP.

Holding and Subsidiaries

M/s Richa Krishna Constructions Private Limited is the subsidiary of the company.

Fixed Deposit

During the year your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. Therefore there was no public deposit outstanding as at the beginning or atthe end of the period.

Significant and material orders passed by the regulator or Courts

No such order has been passed by the regulator or any Court.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI The report on CorporateGovernance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral part of this report. The requisite certificate fromthe auditors of the Company confirming Compliance with the conditions of CorporateGovernance 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. Thewhistle 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 internal control system to safeguard theCompany's assets against loss from unauthorized use and ensure proper authorization offinancial transactions.

The Company has also implemented suitable control measures to ensure that all resourcesare utilized optimally. Financial transactions are reported with accuracy and allapplicable laws and regulations have strictly complied.

AUDITORS AND AUDITORS' REPORT Statutory Auditor

The Statutory Auditor M/s Sri Prakash & Co Chartered Accountants (FRN:002058C) hasbeen proposed to be appointed as Statutory Auditor of the Company for a period of 5 (Five)years in terms of provision of Section 139 of the Companies Act 2013 to hold office fromthe 25th Annual General Meeting till the conclusion of 29th Annual General Meeting.

The Auditor report contains the qualification reservation and adverse remarks.

Internal Auditor

No internal Audit was conducted during the year Cost Auditor

No Cost Auditor has been appointed by the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. Arun Goel & Associates Company Secretaryin Practice (C.P. No.9892) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is included as Annexure-IV and forms an integral part of thisreport.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

As required under the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has constituted a SexualHarassment Policy. We follow a gender-neutral approach in handling complaints of sexualharassment. All employees are of equal value with no discrimination between individuals atany point based on race colour gender religion political opinion national extractionsocial origin sexual orientation or age. The Company is committed to providing a safe andconducive work environment to all its employees and associates. No complaints were pendingin the beginning of the year and none were received by the Company during the year underreview.

Human resource and industrial relations

During the year under review Industrial relations of the Company continue to becordial and peaceful. Your Company strives to provide the best working environment withample opportunities to grow and explore. Your Company maintains a work environment that isfree from physical verbal and sexual harassment. Every initiative and policy of theCompany takes care of the welfare of all its employees. The human resource developmentfunction of the Company is guided by a strong set of values and policies. The details ofinitiatives taken by the Company for the development of human resource are given in theManagement Discussion and Analysis Report. The Company maintained healthy cordial andharmonious industrial relations at all levels throughout the year.

Environment and Safety

The Company has taken all necessary steps for safety and Environment Control andProtection at its Plant located at Kanwara Village Faridabad and Its Kashipur PlantUttrakhand.

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) Rules2014During the year none of the employee was in receipt of remuneration of Rs 500000/-per month or Sixty Lacs during the yearand for the part of the year.

The ratio of the remuneration of each director/KMP to the median remuneration of allthe employees of the Company for the financial year 2020-21 is not applicable.

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 toyour Company for the financial year ending March 31 2021.

APPRECIATION

The Resolution Professional exercising the powers of Board of Directors (currentlypowers are suspended during CIRP under the provisions of the IBC 2016) wish to placetheir deep appreciation for the support and co-operation of the Committee of Creditorsvarious departments of State and Central Government Banks/Financial Institutionsemployees and other stakeholders. The Board also commend the continuing commitment anddedication of the employees at all levels.

For Richa Industries Limited

(Under CIRP)

(Richa Industries Limited is under Corporate Insolvency Resolution Process of theInsolvency and Bankruptcy Code 2016. Its affairs business and assets are being managed bythe Resolution Professional Mr. Arvind Kumar appointed by the National Company LawTribunal by order dated 21st December 2018 and continued as Resolution Professionalapproved by the Committee of Creditors in its meeting held on 17th January2019 under the provisions of the Code.)

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