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Ricoh India Ltd.

BSE: 517496 Sector: Others
NSE: N.A. ISIN Code: INE291B01015
BSE 00:00 | 04 Mar Ricoh India Ltd
NSE 05:30 | 01 Jan Ricoh India Ltd
OPEN 507.00
PREVIOUS CLOSE 470.40
VOLUME 91598
52-Week high 509.60
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1,871
Buy Price 0.00
Buy Qty 0.00
Sell Price 470.00
Sell Qty 95.00
OPEN 507.00
CLOSE 470.40
VOLUME 91598
52-Week high 509.60
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1,871
Buy Price 0.00
Buy Qty 0.00
Sell Price 470.00
Sell Qty 95.00

Ricoh India Ltd. (RICOHINDIA) - Director Report

Company director report

To the Members

As communicated in the Annual Report for 31st March 2018 your Company was under theCorporate Insolvency Resolution Process (CIRP) by the Order of Hon’ble NationalCompany Law Tribunal (NCLT) Mumbai Bench dated 14th May 2018 and the powers of the Boardand its Committees stood suspended and the same were vested with Mr. Krishna Chamadia whowas appointed as the Resolution Professional by the Committee of Creditors on 15 June2018. Final Resolution Plan of the Company was approved by the Committee of Creditors inits Meeting of 14 February 2019 and the same was filed with the Hon’ble NCLT Mumbaion 18 February 2019. After multiple hearings the Hon’ble NCLT Mumbai reserved itsOrder on the Resolution Plan of the Company on 19 September 2019

The Final Order approving the Resolution Plan of the Company was pronounced byHon’ble NCLT Mumbai on 28th November 2019 paving the way for the sanction of theResolution Plan submitted by the consortium of Mr. Kalpraj Dharamshi and Mrs. RekhaJhunjhunwala.

The Hon’ble NCLT Mumbai in its Order dated 28 November 2019 inter alia has alsoappointed a Three Member Monitoring Committee to oversee the implementation of theResolution Plan and the said Monitoring Committee shall remain in force until theformalities pertaining to the Resolution Plan are completed.

The Twenty Sixth (26) Annual Report with the Audited Financial Statement for theFinancial Year ended 31st March 2019 is hereby submitted.

A. FINANCIAL HIGHLIGHTS AND DISCLOSURES:

The 26th Annual Report on the business and operations of the Companytogether with the Audited Accounts for the financial year ended 31 March 2019 arepresented herein below

FINANCIAL HIGHLIGHTS (INR in Lacs)
Particulars For the year ended 31 March 2019 For the year ended 31 March 2018
Net Sales 60441 68164
Other Income 927 823
Total Income 61368 68987
Changes in Inventories of Stock-in-Trade 7491 12353
Purchase of Stock-in-Trade 42306 57740
Employee benefits 6759 10463
Other Expenses 7376 14892
(Loss)/Profit before interest depreciation and exceptional items (2565) (26461)
Finance Cost 334 7100
Depreciation and amortization 1188 1736
(Loss)/Profit before exceptional items and tax (4086) (35297)
Exceptional Items 12201 54018
(Loss)/Profit before tax after exceptional items (16287) (89315)
Tax Expense - (95)
(Loss) after tax (16287) (89410)
Re-measurements of defined benefit liability/ (asset) (132) 35
Other comprehensive income/ (loss) for the year net of tax (16419) (89375)
(Loss)/Profit Balance B/F from Previous year (226468) (137058)
(Loss) carried forward to Balance Sheet (242755) (226468)

1. DIVIDEND

In view of the loss for the period under review no Dividend has been recommended bythe Company for the financial year ended 31 March 2019.

2. SHARE CAPITAL

During the year under review there has been no change in the Capital Structure of theCompany.

3. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

Under Section 186 of the Companies Act 2013 the Company has neither given any LoanGuarantee nor provided any Security in Connection with a Loan directly or indirectly toany Person or other Body Corporate.

The Company has also not made any investments by way of subscription purchase orotherwise in the Securities of any other Body Corporate during the financial year ended31 March 2019.

4. DEPOSITS

During the period under review the Company has not accepted or invited any depositsfrom the Public.

5. NON-CONVERTIBLE DEBENTURES (NCDs)

The Company had raised NCDs amounting to INR 200 Crores by way of Private Placement inthe year 2014. These Non-Convertible Debentures were due for redemption on 10thSeptember 2017. However the redemption period of the NCDs were extended to 10th September2020 and the Coupon Rate was also reduced to 7% from the earlier 7.8%.

The Company being in CIRP phase defaulted in making payment on Half Yearly Interest onthese NCDs for the Half Years ended 10th March 2018 10th September2018 10 March 2019 and 10 September 2019.

6. TRANSFER TO RESERVES

During the year under review the Company has made no transfer to reserves.

B. STATE OF COMPANY AFFAIRS:

1. INFORMATION ON CORPORATE INSOLVENCY RESOLUTION PROCESS

As informed hereaboveRicoh India Limited was under Corporate Insolvency ResolutionProcess (CIRP) of the Insolvency and Bankruptcy Code 2016 (IBC) in terms of Order passedby the Hon’ble National Company Law Tribunal (NCLT) Mumbai Bench with effect from14th May 2018. Its affairs business and assets were being managed by the ResolutionProfessional Mr. Krishna Chamadia appointed as Interim Resolution Professional by NCLTvide its Order dated 14th May 2018 and continued as Resolution Professional by theCommittee of Creditors in its Meeting held on 15th June 2018 under provisions of the Code.After the approval of the Resolution Plan by the Hon;ble National Company Law TribunalMumbai Bench vide its Order dated 28th November 2019 a Monitoring Committee has beenappointed to oversee the implementation of the Resolution Plan by the successfulResolution Applicants comprising of the consortium of Mr. Kalpraj Dharamshi and Mrs. RekhaJhunjhunwala. The powers of the Board and its Committees presently vests with the saidMonitoring Committee.

2. DETAILS ON THE TRADE SUSPENSION OF SHARES AND LISTING

The Company had delayed in filing its accounts for the quarter and half year ended 30thSeptember 2015 and for the quarter and nine month ended 31st December 2015. Asa result on 4th May 2016 BSE Limited issued a notice that the shares of theCompany would be suspended with effect from 26th May 2016 on account ofnon-compliance of Regulation 33 of SEBI (LODR) 2015 for two consecutive quarters.

The Company published its financial results for the quarter and half year ended 30thSeptember 2015 on 18th May 2016. Following the investigations byPricewaterhouseCoopers Private Limited India (PwC) and an independent investigation teamwhich were finalised on 17th November 2016 the Company was able to progress inbringing its compliances up to date. Consequently on 18th November 2016 theresults along with the auditor’s report for the quarter and nine months ended 31stDecember 2015 and quarter and year ended 31st March 2016 were filed with BSELimited. On 12th December 2016 the results and auditor’s report for thequarter ended 30th June 2016 and the results and auditor’s report for thequarter and half year ended 30 September 2016 were filed with BSE Limited and those forthe quarter and nine months ended 31st December 2016 were filed on 8thFebruary 2017.

Having brought its compliances up to date the Company proceeded to file an applicationfor revocation of suspension of trading of shares of the Company with BSE Limited on 19thDecember 2016. All necessary payments of penalties and filing fees were made at the sametime.

BSE Limited listed an appeal with the Hon’ble National Company Law AppellateTribunal (NCLAT) on 21st November 2016. This appeal was in respect of the Orderof the Hon’ble National Company Law Tribunal (NCLT) dated 30th September2016 under which the NCLT had approved that the Company did not need to follow Sections100 to 104 of the Companies Act 1956. BSE Limited contended that the Company shouldfollow such Sections and hence should have filed an advance Scheme with BSE Limited / SEBIprior to gaining NCLT approval on 23rd August 2016.

The Hon’ble NCLAT disposed of the appeal of BSE Limited on 23rd May2017. The Order of the Hon’ble NCLAT stated that the Company should comply with SEBIrules but that Sections 100 to 102 of the Companies Act 1956 were not relevant.

As on date the trading of Shares of the Company on BSE Limited remains suspended.

3. LISTING

The Shares of the Company are listed on BSE Limited.

The Shares of the Company were placed in Z category by BSE Limited with effect from 4thMay 2016 and subsequently suspended from trading on 26th May 2016.

The facility of trading in the shares of the Company on trade for trade basis in ZGroup on the first trading day of every week was discontinued by BSE Ltd with effect from13th December 2016.

The Company has paid Annual Listing Fee for the year 2019-2020 to BSE Ltd.

It is hereby informed that the The Hon’ble. National Company Law Tribunal MumbaiBench has vide its Order dated 28th November 2019 sanctioned the Resolution Plan of theCompany which inter alia entails De-listing of the Shares of the Company.

4. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any subsidiary Company. However IDC Electronics Limited isan Associate Company of Ricoh India Limited. As per the requirement of Rule 5 of theCompanies (Accounts) Rules 2014 Form AOC-1 (Statement containing salient features offinancial statement of an Associate Company) is annexed and forms part of the DirectorsReport as Annexure ‘H’

Performance of the Associate Company

IDC Electronics Limited

The investment in IDC Electronics Limited (IDC) is valued at INR 1 only. IDC has nottraded for many years.

5. HUMAN RESOURCE

At Ricoh India Limited Human Resource Development is considered vital for effectiveimplementation of Business Plans. Constant endeavors are being made to offer professionalgrowth opportunities and recognition to the Human Resource of the Company.

6. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business of the Company.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN 31 MARCH 2019 AND AS ON DATE

Ricoh India Limited was under Corporate Insolvency Resolution Process (CIRP) of theInsolvency and Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon’bleNational Company Law Tribunal (NCLT) Mumbai Bench with effect from 14th May 2018. Itsaffairs business and assets were being managed by the Resolution Professional Mr. KrishnaChamadia appointed as Interim Resolution Professional by NCLT vide its Order dated 14thMay 2018 and continued as Resolution Professional by the Committee of Creditors in itsMeeting held on 15th June 2018 under provisions of the Code. After the approval of theResolution Plan by the Hon;ble National Company Law Tribunal Mumbai Bench vide its Orderdated 28th November 2019 a Monitoring Committee has been appointed to oversee theimplementation of the Resolution Plan by the successful Resolution Applicants comprisingof the consortium of Mr. Kalpraj Dharamshi and Mrs. Rekha Jhunjhunwala. The powers of theBoard and its Committees presently vests with the said Monitoring Committee.

C. INITIATIVES:

1. CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Corporate Social Responsibility (CSR) Policy in compliancewith Section 135 of the Companies Act 2013. The Corporate Social Responsibility Policy ofthe Company is on the Website of the Company www.ricoh.co.in at the linkhttns://www.ricoh.co.in/RID/sites/www.ricoh.co.in/files/cornorate-social-resnonsibilitv-nolicv.ndf

The Company at present is in Corporate Insolvency Resolution Process (CIRP) vide Orderof Hon’ble NCLT Mumbai dated 14 May 2018. The Company incurred losses in thepreceding three financial years. Thus the Company was not required to spend any money forCSR activities during the Financial Year 2018-2019. Annexure 'G’ of the DirectorsReport pertains to Corporate Social Responsibility.

2. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on Conservation of Energy Technology Absorption and Foreign Exchangeearnings and outgo required under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure‘F’ of the Directors Report.

D. CORPORATE GOVERNANCE:

1. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) of the Companies Act 2013theBoard ofDirectors alfirm:-

a) That in the preparation of the Annual Accounts the applicable Accounting Standardshad been followed along with the proper explanation relating to material departures

b) The Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the Annual Accounts on a going concern basis; and

e) The Directors had laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively.

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

2. BOARD OF DIRECTORS

Mr. Yoshitaka Motomura resigned as a Director of the Company on 1 April 2018. Mr.Noboru Akahane resigned as Chairman and Director of the Company on 28 September 2018.

Mr. Subhankar Lahiri ceased to be the Managing Director of the Company on 1 April2019.As on date Mr. Subhankar Lahiri is Chief

Executive Officer (KMP) and Director of the Company.

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Subhankar Lahiri Director being the longest serving Member on the Board retires byrotation at the ensuing Annual General Meeting of the Company and the ResolutionProfessional recommends to the Shareholders not to fill up the vacancy caused due toretirement of Mr. Subhankar Lahiri in the forthcoming Annual General Meeting of theCompany. Mr. Subhankar Lahiri shall however continue to hold the post of CEO of theCompany.

Mr. AT Rajan ceased to be the Director of the Company on 21 December 2018. He retiredby rotation at the 25th Annual General Meeting of the Company held on thatdate.

Mr. Tanmoy Adhikary and Ms Hamsa Vijayaraghavan resigned as Independent Directors ofthe Company on 9 March 2019.

During the year Non-Executive Directors of the Company had no pecuniary relationshipor transactions with the Company.

The composition of the Board Meetings of the Board/Resolution Professional held duringthe year and the attendance of the Directors have been mentioned in the Report onCorporate Governance in the Annual Report.

As per Order dated 28th November 2019 passed by Hon’ble NCLTMumbai approving theResolution Plan your Company is currently under the control of a Three Member MonitoringCommittee and the powers of the Board and its Committees now vests with the said Committeetill the obligations and formalities pertaining to the Resolution Plan as submitted by theSuccessful Resolution Applicant and as sanctioned by NCLT Mumbai are completed.

3. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Directors are related to each other within the meaning of the term"relative" as per Section 2(77) of the Companies Act 2013.

4. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the year 12 (Twelve) Meetings of the Board of Directors/Resolution Professionalof the Company were convened and held. The details of which are given in the CorporateGovernance Report which forms part of this Report.

5. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS

Pursuant to relevant provisions of Companies Act 2013 and SEBI (LODR) Regulations2015 Annual Evaluation of Board performance and performance of its Committees and ofDirectors was done on 8 March 2019.

As per Order dated 28th November 2019 passed by Hon’ble NCLT Mumbai approving theResolution Plan your Company is currently under the control of a Three Member MonitoringCommittee and the powers of the Board and its Committees now vests with the said Committeetill the obligations and formalities pertaining to the Resolution Plan as submitted by theSuccessful Resolution Applicant and as sanctioned by NCLT Mumbai are completed.

6. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the Familiarization Programme for Independent Directors of the Companyconducted on 8 March 2019 are put up on the website of the Company at www.ricoh.co.in

7. DECLARATIONBY INDEPENDENT DIRECTORS

The Company had received on 27 March 2018 at the time of their appointment from itsIndependent Directors declarations under Section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as laid down in Section 149(6) of theCompanies Act 2013 and applicable regulations of SEBI (LODR) Regulations 2015. Howeverboth of the Independent Directors namely Mr. Tanmoy Adhikary and Ms Hamsa Vijayaraghavanresigned as Directors of the Company on 9 March 2019.

8. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors held a separate Meeting on 8 March 2019 without theattendance of Non-Independent Directors and Members of Management of the Company.

9. KEY MANAGERIAL PERSONNEL OF THE COMPANY

Mr. Subhankar Lahiri ceased to be the Managing Director of the Company from 1 April2019. However he continues to remain from 1 April 2019 till date Company’sChiefExecutive Officer (KMP) and Director ofthe Company.

Mr. Ajay Kumar Mishra and Mr. Manish Sehgal continues to hold the position of ChiefFinancial Officer and Company Secretary of the Company respectively.

10. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company previously consisted of 4 Directors of the Company.The Audit Committee got dissolved on 9 November 2017 when all of the Independent Directorsof the Company resigned together on 9 November 2017.

The Audit Committee was re-constituted on 27th March 2018 and the Committeeconsisted of the following Directors:-

Mr. Tanmoy Adhikary Chairman
Mr. Noboru Akahane Member
Ms. Hamsa Vijayaraghavan Member

Mr. Noboru Akahane Chairman of the Board of Directors of the Company and Member of theAudit Committee of the Board of Directors resigned with effect from 28thSeptember 2018 while Mr. Tanmoy Adhikary and Ms Hamsa Vijayaraghavan resigned asIndependent Directors of the Company on 9 March 2019.

As per Order dated 28th November 2019 passed by Hon’ble NCLTMumbai approving theResolution Plan your Company is currently under the control of a Three Member MonitoringCommittee and the powers of the Board and its Committees now vests with the said Committeetill the obligations and formalities pertaining to the Resolution Plan as submitted by theSuccessful Resolution Applicant and as sanctioned by NCLT Mumbai are completed.

11. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the year under review wereon an Arm’s length basis and in the ordinary course of business. The Audit Committeehas given prior approval for the Related Party Transactions.

None of the transactions with any of Related Parties were in conflict with theCompany’s interest. Suitable disclosure as required by Accounting Standards (AS 18)has been made in the Notes to the Financial Statements.

Further a Policy on Related Party Transactions as approved by the Board of Directorsof the Company is duly uploaded on the Company’s website under the web-link:https://www.ricoh.co.in/RID/sites/www.ricoh.co.in/flles/ricoh-india-related-party-transaction-policy.pdf

The particulars of Contracts or Arrangements with Related parties referred to inSection 188(1) is given in Form AOC-2 annexed as Annexure ‘E’ of the DirectorsReport.

12. NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee of theCompany has framed and adopted a policy namely Nomination and Remuneration Policy to dealwith matters of appointment and remuneration of Directors Key Managerial PersonnelSenior Management and other Employees of the Company. The said policy focuses on thefollowing aspects:-

(a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

(b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

(c) Remuneration to Directors Key Managerial Personnel and Senior Management involvesa balance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its Goals.

Details of the Remuneration Policy are given in the Corporate Governance Report. Thesaid Policy is available at www.ricoh.co.in (weblinkhttps://www.ricoh.co.in/RID/sites/www.ricoh.co.in/files/ricoh-india-remuneration-policv.pdf

13. STATUTORY AUDITORS

M/s B S R & Co. LL.P Chartered Accountants (Firm Registration No. 101248 W/W -100022) resigned as Statutory Auditors of the Company effective 14 August 2019.

The Resolution Professional of the Company based on approval of the Committee ofCreditors of the Company in accordance with Section 28 (1) (m) of the Insolvency andBankruptcy Code 2016 appointed M/s Khimji Kunverji and Co LLP Chartered Accountants

(LLPIN AAP - 2267 Firm Registration No. 105146 W)) as Statutory Auditor of the Companyfor the Financial Year 2018-2019 to fill the Casual Vacancy caused by the resignation ofM/s B S R & Co. LL.P Chartered Accountants subject to the approval of theShareholders of the Company.

M/s Khimji Kunverji and Co. LLP CharteredAccountants shall hold Office up to theconclusion of the ensuing Annual General Meeting.

The Company sought the approval of the Members of the Company in respect of theaforesaid appointment by way of Postal Ballot Notice dated 11 September 2019. The Resultsof the Postal Ballot were announced on 24 October 2019. The Resolution appointing M/sKhimji Kunverji and Co. LLP Chartered Accountants as Statutory Auditors of the Companywas duly passed with requisite Majority.

The tenure of M/s Khimji Kunverji and Co. LLP Chartered Accountants as the StatutoryAuditor will expire on the conclusion of the ensuing Annual General Meeting.

The Resolution Professional on the recommendation of the Committee of Creditors hasproposed the appointment of M/s Khimji Kunverji and Co. LLP Chartered Accountants as theStatutory Auditor for a period of Five (5) years.

14. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Ricoh India Limitedhas appointed Mr. Naresh Verma practising Company Secretary of M/s Naresh Verma &Associates a Firm of Company Secretary in Practice to undertake Secretarial Audit for theFinancial year 2018-2019.

The Secretarial Audit Report for the financial year ended 31st March 2019 isannexed herewith as Annexure ‘A’ of the Directors’ Report.

15. COST AUDIT

The maintenance of Cost Records Company is not applicable to the Company as per theamended Companies (Cost Records and Audit) Rules 2014 prescribed by the CentralGovernment under Section 148(1) of the Companies Act 2013.

16. CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate report onCorporate Governance along with Certificate from a practicing Company Secretary regardingcompliance of conditions of Corporate Governance set out by SEBI (LODR) Regulations 2015forms part of this Report and is annexed to this Report.

17. EMPLOYEES’ STOCK OPTION SCHEME

The Company has not granted any Employee Stock Option within the meaning of Section62(1)(b) of the Companies Act 2013 read with Rules framed thereunder and respective SEBIRegulations.

18. INDIAN ACCOUNTING STANDARDS 2015

The annexed Financial Statements comply in all material aspects with Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 Companies(Indian Accounting Standards) Rules 2015 and other relevant provisions of the CompaniesAct 2013.

19. INVESTOR SERVICES

The Company is committed to provide its best services to its Shareholders. M/s MCSShare Transfer Agent Limited New Delhi are Company’s Registrar’s and ShareTransfer Agents (RTA) for inter alia Share Transfers Change of Address ShareTransmission and other Shareholders related matters.

E. CONTROL ENVIRONMENT AND BUSINESS OPERATIONS:

1. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS IN THEIR REPORT AND BY THE COMPANYSECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT

(i) With regard to the statement of impact of audit qualifications the Management hasconfirmed that they believe that there is no impact of audit qualification and that basedon their analysis and assumptions the balance sheet at March 31 2019 is materiallycorrect

Ricoh India Limited ("the Company" or "Ricoh") is a public limitedcompany incorporated and domiciled in India under the provisions of the Companies Act1956 with its registered office situated at Unit No. 1132 3rd Floor Building No. 11Solitaire Corporate Park Guru Hargovindji Marg Andheri Ghatkopar Link Road ChakalaAndheri East Mumbai - 400 093. The Corporate office of the Company is situated at 7th11th Floor Tower ‘B’ Windsor IT Park A-l Sector 125 Expressway Gautam BudhNagar Noida Uttar Pradesh - 201301.

Its shares are listed on the Bombay Stock Exchange Limited (BSE) in India. The Companyis engaged in the business of Office Imaging Equipment Production Print SolutionsDocument Management Systems and Information Technology Services.

Its ultimate parent Company Ricoh Company Limited (‘RCL’) Japan decided towithdraw the financial support which was given by it to enable the Company to meet itsfinancial obligations as and when they fall due. This financial support was over and abovethe capital infusion of Rs.l 12300 lakhs which was provided by NRG Group Limited in theearlier financial years. The above support was extended vide issue of ‘stand byletter of credit’ (‘SBLC’) by RCL to the banks whereby RCL agreed to paythe entire loan which was covered under the SBLC.

Soon after the withdrawal of aforesaid financial support on and from October 27 2017as agreed RCL paid the guaranteed outstanding bank loans (including interest and feewherever applicable) covered under SBLC to the tune of Rs. 129528 lacs. As a result theloans which were to be paid back earlier by the Company to its bankers are now payable toRCL.

An application for initiation of corporate insolvency resolution process("CIRP") of Ricoh India Limited was admitted by the Hon’ble NationalCompany Law Tribunal Mumbai vide order dated May 14 2018 under the Insolvency andBankruptcy Code 2016 ("IBC") and hence currently Ricoh is under CIRP. Mr.Krishna Chamadia (IBBI registration number IBBI/IPA-001/IP- P00694/2017-18/11220) wasappointed as the Interim Resolution Professional ("IRP") vide this order. Mr.Krishna Chamadia was subsequently confirmed by the Committee of Creditors("CoC") as the Resolution Professional ("RP") in its meeting datedJune 152018 under the provisions of IBC. The Section 20(1) of IBC reads as follows -

The interim resolution professional shall make every endeavour to protect and preservethe value of the property of the corporate debtor and manage the operations of thecorporate debtor as a going concern.

Accordingly the RP has been managing the operations of the Company as a goingconcern inviting vetting and admitting the claims against the Company andmanaging/supervising the operations of the Company as part of CIRP; the Company receivedclaims aggregating to INR 134681 Lacs till January 24 2019 from its vendors and otherparties. The RP in consultation with CoC admitted claims of INR 79017 Lacs.

The RP had also invited resolution plans from Resolution Applicants. ResolutionApplicant was approved in the meeting held by the CoC on February 18 2019.

The Resolution Professional of Ricoh India Limited had filed an Application with theAdjudicating Authority for approval of the Resolution Plan on February 18 2019 asapproved by the Committee of Creditors in accordance with the relevant provisions of theInsolvency and Bankruptcy Code 2016. As per sub-section

(i) of section 31 of the Insolvency and Bankruptcy Code 2016 the AdjudicatingAuthority has passed the order approving the Resolution Plan on 28 Nov 2019 which isbinding on the corporate debtor its employees members creditors guarantors and allother stakeholders. The approval of the Resolution Plan subsequent to March 31 2019 hasbeen considered as a non-adjusting event for the purpose of financial statements for theyear ended March 31 2019. Pursuant to such approval of the Resolution Plan the financialstatements for the year ended March 31 2019 have been prepared on a going concern basis.

(ii) All Leases Finance and Operating have been classified based on Guiding Principlesof Ind AS 17 and evaluating transfer of risk and reward incidental to ownership and theassumptions taken for determining the Revenue is based on internal assessment the Companyis reasonably sure that the Revenue Derived is true and fair.

The Process derived by the Company to frame the Expected Credit Loss policy to provideDoubtful debts is based on best estimates derived over years of experience in the industryand the Receivable thus derived are True and Fair.

(iii) The RP admitted the claim of INR 790 crores and the Company has made a provisionof INR 788 crores towards the same. The difference is essentially on account of certainrelated parties liabilities of Ricoh Group. The Hon’ble NCLT vide its order dated May142018 has declared a moratorium under Section 14 of the Insolvency and Bankruptcy Code2016 ("Code") in respect of Ricoh India Ltd. The Resolution Professional ofRicoh India Ltd had via public announcement dated May 28 2018 called upon all creditorsto submit their proof of claims on or before June 8 2018 in accordance with chapter IV ofthe Code. The Resolution Professional admitted the claims thus submitted by operationalcreditors as on May 142018. As per Section 14 of the Code read along with Section 238 itis stipulated that the provisions of the Code shall have an over-riding effect on anythinginconsistent therewith in any other law. Accordingly no provision has been made towardsinterest on the operational and / or financial liabilities of the Company in compliancewith the Code.

(iv) The amount due from the parent Company of 637 lacs would be setoff against theLiability due to the parent company on resolution of the CIRP plan.

Ricoh Company Limited Japan (RCL) had given corporate guarantees towards Stand-byLetters of Credit (SBLC) / Stand-by Documentary Credit (SBDC) issued by Japanese branchesof banks whose Indian branches had advanced loans to Ricoh India Limited. The IndianBanks thereafter invoked the SBLCs/SBDCs upon the public announcement of withdrawal offinancial support by RCL Japan for Ricoh India Limited. The invoked SBLCs/SBDCs werehonored by the Japanese Banks. Pursuant to the payments made by the Japanese Banks RCLmade payments to the Japanese Banks in terms of the Undertakings.

Under the Section 140 of the Indian Contract Act RCL Japan stepped in the shoes ofthe creditors (in respect of the debt and default to which the guarantee relate) by way ofright of subrogation. Hence the company recorded RCL Japan as its Creditor. However inthe absence of any agreement towards these borrowings Ricoh India has not recordedinterest claimed by RCL Japan in the financial statements.

Further the Company is of the view that there is no significant difference betweeninterest rate on NCD and similar instrument in similar situation and hence there is norequirement to report under Ind AS 109.

The INR 5696 lacs is the resultant amount of Bank Guarantees being 100% funded by RCLfor projects undertaken by Ricoh India Limited and hence the Company has shown a Contraentry in its books of accounts for control purposes.

The Company believes that the above deposit even if forfeited would have no financialimpact on the financials of the Company as this is a contra entry. Further no interest onthis funding by the parent Company is accounted for as the Company is under CIRP and nointerest can be accrued during this period as explained in para (iii) above .

(v) The Company is currently undergoing CIRP process and significant investments needto be made to enhance the IT systems and Controls this shall be made by the new entityafter successful implementation of the resolution plan.

(vi) The Company is in the process of regularizing the non-compliance with regard tofiling of quarterly and annual financial results in accordance with the SEBI regulations

(vii) All claims made by MSME until May 14 2018 have been crystalised and hence nofurther provision is required to be made in the books of accounts for the year pursuant torelevant provisions of the Code as explain in para (iii) above. .

(viii) The Fixed Assets are verified once every year for all class of assets and theCompany feels it is commensurate with the size of the Property Plant and Equipment of theCompany.

(ix) The notorised property papers are available with the Company and the Company isusing the said properties currently and the process of applying for Change in ownershipwould now be undertaken.

(x) The strong internal control system enabled the Company to detect beforehand theattempted fraud of 400 lacs and recover the 121 lacs from the outsourced service provider.

The Directors comment on the Secretarial Audit Report for the year ended 31 March 2019are mentioned herein below:-

As per Section 17 of the IBC 2016 the Powers of the Board of Directors and itsCommittees stands suspended and such powers shall be vested with Mr. Krishna Chamadia (IPRegistration No. IBBI/IPA-001/IP-P00694/2017-2018/11220) appointed as Interim ResolutionProfessional with respect to the Company. The Interim Resolution Professional furthercontinued as Resolution Professional by the Committee of Creditors in their First meetingheld on 15 June 2018 under the provisions of the Code.The role and responsibilities of theBoard of Directors after the commencement of Corporate Insolvency Resolution Process(CIRP) shall be fulfilled by the Resolution Professional in accordance with Sections 17and 23 of Insolvency and Bankruptcy Code 2016 and the Powers of the Board of Directors andits Committees stands suspended and the same vests with Mr. Krishna Chamadia ResolutionProfessional.

As per Regulation 15 (2A) of SEBI (LODR) Regulations 2015 the provisions as specifiedin Regulation 17 of SEBI (LODR) Regulations 2015 shall not be applicable during theInsolvency Resolution Process period in respect of a Listed entity which is undergoingCorporate Insolvency Resolution Process under the Insolvency Code.

Provided that the role and responsibilities of the Board of Directors as specifiedunder Regulation 17 shall be fulfilled by the Interim Resolution professional orResolution Professional as the case may be in accordance with Sections 17 and 23 of theInsolvency Code.

As stipulated in Regulation 15 (2B) of SEBI (LODR) Regulations 2015 Regulations 1819 20 and 21 shall not be applicable upon a Listed Entity which is undergoing CorporateInsolvency Resolution Process under the Insolvency Code.

Provided that the roles and responsibilities of the Committees specified in therespective Regulations shall be fulfilled by the Interim Resolution Professional orResolution Professional as the case may be.

1. With regard to observation of the Secretarial Auditor towards non submission ofQuarterly and Half Yearly financials by the Company under Regulation 33 and Regulation 52of SEBI (LODR) Regulations 2015 to the Stock Exchange the Resolution Professional /Director of the Company states that the Company had gone through a very tough phase whenthe CIRP phase commenced on 14 May 2018 by Order of Hon’ble NCLT Mumbai. TheHon’ble NCLT Mumbai approved the Resolution Plan concerning Company vide its Orderdated 28 November 2019.

Under Section 17 of the IBC 2016 the powers of the Board and its Committees vestsexclusively with the Resolution Professional of the Company from the commencement of theCIRP phase until 27 November 2019. The Resolution Professional states that theCompany’s earlier Statutory Auditor M/s BSR & Co. LL.P Chartered Accountantsresigned as Statutory Auditors of the Company on 14 August 2019. Consequently theResolution Professional of the Company on the basis of the approval of Committee ofCreditors appointed M/s Khimji Kunverji and Co. LL.P Chartered Accountants as the newStatutory Auditors of the Company effective 30 August 2019. The Company.

It is further stated that the Company at present is working closely with the newStatutory Auditors for finalizing and releasing the Financial Results for the pendingQuarters and Half Yearly for the Financial Year 2018-2019. The Company remains committedto finish this exercise at the earliest and is taking all necessary requisite steps fromits side in this regard.

2. With regard to the observation of the Secretarial Auditor on suspension of Tradingof Shares of the Company from the Stock Exchange. The Resolution Professional/Directorstates that requisite explanation on the matter of Suspension of Trading of Shares of theCompany on the Stock Exchange has been in details under a separate heading in theResolution Professional/Director Report and Corporate Governance Report as well both ofwhich forms part of this Annual Report.

3. With regard to observation of the Secretarial Auditor on the non conformity with thecomposition of the Board of Directors and its Committees the ResolutionProfessional/Director of the Company states that the Company is in CIRP Phase effective 14May 2018 with all of the powers of the Board and its Committees vested with the ResolutionProfessional of the Company.

The Company had re-constituted its Board and Committees on 27 March 2018 withappointment of two new Independent Directors. However during the course of the year Mr.Yoshitaka Motomura Director resigned from the Board on 1 April 2018 while Mr. NoboruAkahane resigned as Chairman on 28 September 2018 while Mr. Tanmoy Adhikary and Ms HamsaVijayaraghavan resigned as Independent Directors of the Company on 9 March 2019. Thiscontinuous acts of resignations of the Directors at regular intervals disturbed thecomposition of the Board and its Committees.

The Promoter of the Company RCL Japan had withdrawn financial support to the Companyon 27 October 2017 and consequently the Promoter did not take any initiative or effort onits part to re-constitute the Board and its Committees so as to make the Board as well asits Committees to become in conformity with the requirement of the Companies Act 2013 andSEBI (LODR) Regulations 2015.

It is further mentioned that the Company remained in in CIRP phase till 27 November2019 and hence was not in a position to fill up the vacancy on its Board given the factthat the Final Order approving the Resolution Plan of the Company at present was pendingbefore the Hon’ble NCLT Mumbai and the same was pronounced only on 28 November 2019.

Hence now the Final Order approving the Resolution Plan of the Company has beenpronounced by the Hon’ble Tribunal necessary steps as required shall be taken towardsreconstituting the Board of Directors and relevant Committees as required.

With regard to the observation of the Non Payment of Half Yearly Interests on the Rs200 Crores Non Convertible Debentures of the Company the Resolution Professional/Director states that the Company had filed for Insolvency Petition under Section lOoftheIBC 2016 and being in CIRP Phase it is not in a position to pay Half Yearly Interests onRs 200 Crores NCDs held by Ricoh Asia Pacific Pte Limited. With a view to preserveprecious financial resources of the Company the decision has been taken for not makingpayment to Half Yearly Interests payable on Rs 200 Crores NCDs.

4. With regard to the observation of the Secretarial Auditor that the Company did notprepare consolidated financial statement for the year ended 31 March 2019 in respect ofinvestment in equity shares of IDC Electronics Limited (An Associate Company) as requiredunder Section 129(3) of the Companies Act 2013.

The Resolution Professional /Director states that the Company does not exercise anyControl or has any significant influence over the financial and/or operating policiesoflDC Electronics Limited. Accordingly the Company did not prepare Consolidated FinancialStatement as required under Section 129(3) of the Companies Act 2013.

The Investment is valued at Rs One (1) only. The Resolution Professional/Director donot believe that there is any material difference between the Accounts reported on aStandalone basis and those that would be reported on a Consolidated basis.

2. PARTICULARS OF EMPLOYEES

A Statement containing the names of the every Employee employed throughout thefinancial year and in receipt of remuneration of INR 1.02 Crore or more or employed forpart of the year and in receipt of INR 8.50 Lakh or more a month under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given inAnnexure ‘B’ of the Directors Report.

3. RATIO OF REMUNERATION

The information relating to remuneration of Directors of the Company as required underSection 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given in Annexure ‘C’of the Directors Report.

4. RISKMANAGEMENT POLICY

In today’s economic environment Risk Management is a very important part of thebusiness. The main aim of risk management is to identify monitor and take precautionarymeasures in respect of the events that may pose risks for the business. Your Companyrecognizes risk management as an integral component of good corporate governance. TheCompany has developed and adopted a risk management policy.

Risks that are assessed encompass operational risks internal control risks externalrisks information technology risks etc.

5. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has significantly improved its documentation management and retentionprocess. The Company is in the continuous process of implementing requisite controls interalia in relation to maintenance of Books of Accounts and Documentation.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under SEBI (LODR)Regulations 2015 as amended forms an integral part of this Report.

F. OTHERS

1. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has put in place a mechanism of reporting illegal or unethical behaviorthrough its Whistle Blower Policy. Employees and Directors are free to report violationsof laws rules regulations or unethical conduct.

It is affirmed that no person has been denied access to the Audit Committee of theCompany in this respect. It is also ensured that confidentiality of such reporting isstrictly maintained and that Whistle Blowers are not subjected to any discriminatorypractice or harassment.

The Whistle Blower Policy is uploaded on the Company’s website under the web-link:https://rconnect.ricoh.co.in/Content/CMSIMAGE/Policies/WhistleBlowing%20and%20Vigil%20Mechanism%20Policv1.pdf

2. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company is an equal opportunity Employer and consciously strives to build a workculture that promotes dignity of all Employees.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof The Sexual Harassment of Women at the workplace (Prevention Prohibition &Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

At the beginning of the Year there was no complaint pending. During the Year nocomplaint was received by the Committee and hence no Complaint was pending at year end.

3. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF THECOMPANIES ACT 2013 OTHER THAN THOSE REPORTABLE TO CENTRAL GOVERNMENT

Not applicable.

4. FUTURE PLANS

As earlier mentioned in this Annual Report itself vide Order dated 28th November2019 the Hon;ble National Company Law Tribunal Mumbai Bench has approved the ResolutionPlan concerning your Company the same being submitted by a consortium consisting of Mr.Kalpraj Dharamshi and Mrs. Rekha Jhunjhunwala.

Your Company believes that in times to come the Company’s future should be brightunder the new management once the transition formalities including the obligations asenvisaged in the Resolution Plan are completed.

5. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

(a) Securities and Exchange Board of India passed an Interim Order dated 12thFebruary 2018 in the matter of Ricoh India Limited.

(b) Ricoh India Limited is under Corporate Insolvency Resolution Process (CIRP) of theInsolvency and Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon’bleNational Company Law Tribunal (NCLT) Mumbai Bench with effect from 14th May2018. Its affairs business and assets are being managed by the Resolution ProfessionalMr. Krishna Chamadia appointed as Interim Resolution Professional by NCLT vide its Orderdated 14th May 2018 and continued as Resolution Professional by the Committeeof Creditors in its Meeting held on 15th June 2018 under provisions of theCode. Under Section 17 of the IBC 2016 the powers of the Board are suspended and the sameare vested on the Resolution Professional Mr. Krishna Chamadia.

(c) Resolution Professional with the approval of Committee of Creditors of the Companyhad filed an application before the Hon’ble NCLT Mumbai seeking an extension of theperiod of Corporate Insolvency Resolution Process (CIRP) of the Company by Ninety (90)days in terms of Section 12(2) of the Insolvency and Bankruptcy Code 2016. TheHon’ble NCLT Mumbai has granted an extension of the CIRP period of the Company byfurther period of Ninety (90) days vide its Order dated 30th October 2018.

(d) Final Resolution Plan of the Company was approved by the Committee of Creditors inits Meeting on 14 February 2019 and the same was filed with the Hon’ble NCLT Mumbaion 18 February 2019. The 270th day of CIRP of Ricoh India Limited happened tobe on 19 February 2019. The Company got an extension of Moratorium Period by Ninety (90)days from the Hon’ble NCLT Mumbai being the Adjudicating Authority.

(e) After multiple hearings the Hon’ble NCLT Mumbai had reserved its Order on 19September 2019 and the final sanction to the Resolution Plan was accorded by theHon’ble Tribunal vide Order dated 28 November 2019.

6. DISCLOSURES

EXTRACT OF ANNUAL RETURN

As per the requirement of Section 92(3) of the Companies Act 2013 and Rules framedthereunder the extract of Annual Return for the FY 2018-2019 is given in Annexure'D’ in the prescribed Form MGT 9 which is a part of this Report. The same isavailable on the website of the Company www.ricoh.co.in.

7. MISCELLENOUS

It is stated that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:-

(a) Issue of Equity Shares with differential rights as to Dividend Voting orotherwise;

(b) Issues of Shares (including Sweat Equity Shares) to Employees of the Company underany Scheme as permitted under any provisions of Companies Act 2013.

8. PERSONNEL

Personnel relations with all of the Employees of the Company remained cordial andharmonious throughout the Year. The Company wish to place on record its sincereappreciation for the continued sincere and devoted services rendered by all of theEmployees of the Company.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all stakeholders and businessassociates for their support and contribution during the year. The Directors would alsolike to thank the employees shareholders customers suppliers and bankers for thecontinued support given by them to the Company and their confidence reposed in management.

For and on behalf of Ricoh India Limited
Date : 29 November 2019 Krishna Chamadia Subhankar Lahiri
Place: Noida Monitoring Agent Director & CEO