Your Directors are delighted to present Twenty Fourth Annual Report of your Companywith the audited financial statements for the year ended March 31 2018.
The Company's Financial Performance for the year ended March 31 2018 is summarizedbelow:
| || ||(Rs. In Lac) |
|Particulars ||Current Year 1.03.2018 ||Previous Year 31.03.2017 |
|Total Revenue ||9296.70 ||50722.83 |
|Total Expenses ||9626.38 ||50307.19 |
|Profit/(Loss) before extraordinary items and tax ||(10329.67) ||415.64 |
|Extraordinary Items ||(7.75) ||(17.06) |
|PROFIT/ (LOSS) BEFORE TAX ||(10337.42) ||398.58 |
|Less: Provision for Income Tax ||50.84 ||100.77 |
|PROFIT/(LOSS) FOR THE YEAR ||(10588.26) ||290.65 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS
Your Company reported decrease in revenue of Rs 19245.89 Lacs for the year ended 31stMarch 2018 as compared with Rs 50641.03 Lacs in the previous year. The Loss of Rs(10588.26) Lacs as against Rs 290.65 Lacs in the previous year. The total expenditureduring the year was Rs. 29626.38 Lacs against Rs. 50307.19 Lacs in the previous financialyear.
During the year In April 2018 your company has issued and allotted 900 unlistedsecured redeemable transferable taxable rated Non Convertible Debentures for Rs100000/- each for cash aggregating to Rs 90000000/- (Nine Crore Only) on privateplacement basis with a maturity of at least 38 months from the deemed date of allotmenteach at an interest rate not exceed in 13.05% per annum payable semi-annually (net ofwithholding taxes).
The Basic and Diluted Earning Per Share (EPS) computed in accordance with theAccounting Standard- 20 issued by the Institute of Chartered A countants of India wasRs.(45.19) Per share respectively as against Rs. 1.24 Per share during the previous year.
TRANSFER TO RESERVE
No amount is appropriated from Profit and Loss Account and transferred to any reserveamount.
Due to Loss the Directors do not recommend any dividend for the financial year2017-18.
The paid up Equity Share Capital as at 31st March 2018 stood at Rs 23.43 Crore. Duringthe year under review the company has not issued equity shares with differential votingrights sweat equity shares nor has it granted any stock option. There was no publicissue rights issue bonus issue preferential issue etc.
Management Discussion and Analysis Report for the year under review as stipulated inthe Regulation 34 (2) (e) SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 is present in a separate section forming part of the Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder section 92 of the Companies Act 2013 are included in this report as Annexure-IIand forms an integral part of this report.
NUMBER OF MEETINGS OF THE BOARD
Eight Board Meetings were held during the financial year 2017- 2018. The details of thenumber of me tings of the Board held during the Financial Year 2017-18 forms part of theCorporate Governance Report.
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 2018the applicable accounting s andards 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 2018 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 devise 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
Mr. Sushil Gupta resigned as Director of the Company with effect from 30th June 2017.The Board has appointed him as a Chairman Emeritus.
The Board of Directors has appointed Mr. Manish Gupta(DIN: 0035828) as Director of theCompany w.e.f. 30th June 2017. In terms of the Provision of Section 152 of the CompaniesAct 2013 and the Company Article of Association Mr. Manish Gupta and Mr. LaveshKansalDirector retires by rotation and being eligible offer himself for reappointment at AnnualGeneral Meeting.
There was no change in the Company Secretary the key Managerial personnel during theyear 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 ofindependence as laid down under section 149(6) of the Companies Act 2013 and as per theRegulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committee along with their composition number of meeting andattendance 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 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.
Pursuant to the provision of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a questionnaire was prepared after takinginto consideration the various aspects of the Board functioning composition of the Boardand its Committees and perf rmance of duties obligation and governance. The performanceevaluation of the Independent Director was completed. The performance evaluation of theChairman and the NonIndependent Director was carried out by the IndependentDirectors.
PARTICULARS OF LOAN GUARANTEES OR INVESTMENT BY THE COMPANY
During the period under review the Company has made Loans Guarantee or investment anddetails are given in the Notes to Accounts forming part of the Balance Sheet.
RELATED PARTY TRANSACTIONS
All transactions entered with related p rties for the year under review were on arm'slength basis and in the ordinary course of business and that the provision of Section 188of the Companies Act 2013 are not attracted. Thus disclosure in form AOC-2 is notrequired. The details of related party transactions are given in the Notes to Accountsforming part of the Balance Sheet.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this report.
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.
During the year under review your Company manages monitors and reports on theprincipal risk and uncertainties that can impact its ability to achieve its objectives.The Company has introduced several improvements to internal controls management andassurance framework and processes to drive a common integrated view of risks optimal riskmitigation response and efficient management of internal controls and assuranceactivities.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the provision of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social responsibility Policy) Rules 2014 the Board of Directorconstituted a Corporate Social Responsibility Committee. The Company has undertakenprojects in the area of Education Development and Promoting activities related with fieldsof education. These projects are in accordance with schedule VII of the Companies Act2013 and the Company's CSR Policy. The report on CSR activities as required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure-IIIand forms an integral part of this report.
The CSR Committee comprises of Dr. Sandeep Gupta Mr. Manish Gupta and Mr. Nitin Agrwal
The Audit Committee comprises of Ms. Bhawana Singhal (Chairman) Dr. Sandeep Gupta andMr. Nitin Agarwal as its members. All the recommendations made by the Audit Committee wereaccepted by the Board
SUBSIDIARIES JOINT VENTURE AND ACCOCIATE COMPANIES
During the year under review no Company has become/ceased to be subsidiaries jointventure and associate during the financial year 2017-2018.
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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGUALTION OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
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 system of internal control to safeguardthe Company'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 fin ncial transactions are reported with accuracy and allapplicable laws and regulations are strictly complied.
AUDITORS AND AUDITORS' REPORT
The Statutory Auditors M/s. Vijay Singla & Associates Chartered Accountants(Firm Registratio No: 018099N) has been appointed as Statutory Auditors of the Company inthe 21st Annual General Meeting for a period of 5 (Five) years in terms of provision ofSection 139 of the Companies Act 2013 to hold office from the 21st Annual General Meetingtill the conclusion of 26th Annual General Meeting subject to ratification by the membersat every Annual General meeting of the Company
The Notes to Accounts referred to in Auditor's Report are self explanatory and do notcall for any further explanation or clarification. The Auditor report containqualification reservation and adverse remarks.
The Board has appointed the M/s. Krishan Singh Berk as a Cost Auditor for conductingthe Cost Audit records of the Company for the financial year 2018-2019.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Board has appointed M/s. Arun Singh & Ass ciates Company Secretary inPractice (C.P. No.11764) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is included as Annexure-IV and forms an integral part of thisreport. The Secretarial Audit report con ain qualification reservation and adverseremarks.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
During the year under review Industrial relations in 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 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 inManagement Discussion and Analysis Report. The Company maintained healthy cordial andharmonious ind strial relations at all levels through out the year.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compli nces environmental regulations and preservation ofnatural resources. As required by the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 the Company has formulate and implemented a policyon prevention of sexual harassment at workplace with a mec anism of lodging complaints.Its Redressal is placed on the Intranet for the benefit of its employees. During the yearunder review no complaints were reported to the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
In terms of the provisions of Section 97(12) of the Act read with Rules 5 (2) and 5 (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014During the year none of the employee was in receipt of remuneration of Rs 5 00000/- permonth 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 withrule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure- V and form an integral part of this report. During the FY 2018 theCompany had 558 employees at payroll.
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 2018.
The Board of Directors wishes to place on record its appreciation for the commitmentdedication and hard work done by the employees in the Company and the cooperation extendedby Banks customers and shareholders of the Company and looks forward to a continuedmutual support and co-operation.