2014-2015

Annual Report

RICHA INDUSTRIES LIMITEDCertified ISO 9001:2008; OHSAS 18001:2007

?PRE ENGINEERED BUILDINGS

?STEEL STRUCTURES

?TURNKEY SOLUTIONS

?TEXTILE

2014-2015Annual Report

CONTENTS

Chairman Message 2

Corporate Information 4

Notice 5

Managements Discussion & Analysis 11

Directors’ Report 14

Corporate Governance Report 31

Independent Auditors’ Report 52

Balance Sheet 56

Profit & Loss Account 57

Cash Flow Statements 58

Significant Accounting Policies 59

Notes on Financial Statements 62

2 st21 Annual Report 2014-15 3st21 Annual Report 2014-15

Dear Shareholders,

It gives me immense pleasure to reach you once again stthrough this 21 Annual Report of your Company. As

we continue scaling new heights, your Company has

received approval from the Research, Design and

Standards Organization (RDSO) of the ministry of

Railways for fabrication and supply of steel Bridge

girders of the Indian Railways. This approval has

given room to enter into new segment. Owing to this,

your Company is eligible to participate in tenders of

Indian railways which is an initial step to venture into

new segment .Your Company has achieved new

milestone by accomplishing more than 400 PEB

projects since its inception in 2009 and it is also known

as one of the top PEB Players in INDIA.

During this year, your Company has earned total

revenues of Rs. 302 crores, there is a slight increase

in revenue as compared to the previous year. The

more efforts are likely to be done during FY’15-‘16.

Your Company has become the first Indian (PEB)

Public Listed Company to receive the internationally

recognized OHSAS 18001:2007 certification by

Indian Register Quality Systems (IRQS), a division of

IRCLASS systems and solutions Private Limited, for

the scope of work including Design, fabrication and

Final Handover of Pre-Fabricated Buildings. In some

areas your Company have made excellent progress,

notably in pre-engineered steel building division and

your Company now has its reach in more than 120

cities in India.

Growth of the Company is related with the growth of

the Employees, Shareholders, Consumers and the

societies who are associated with the Company,

hence our main focus is on the growth of all our

Stakeholders which is parallel with the growth of the

Company.

Your Company has successfully completed the five

major PEB building projects for L& T Construction

Limited valued at Rs 11.32 Crore and has successfully

Mr. Sushil GuptaChairman & Managing Director

CHAIRMAN MESSAGE completed an Iconic PEB Structure in Gujarat approx. 36 meters of heights at Bhavnagar, Gujarat. Your Company also

received an order of Rs 26 Crore from Bihar State Building Construction Cooperation Limited (BSBCCL). The Project

involves the construction of seven warehouses with the capacity of 5000MT at the location of Bhagalpur, Munger,

Lakhisarai, Sheikhpura, Jamui Begusarai and Khagaria and has also received an order of Rs 48 Crore from Bharat

Heavy Electricals Limited (BHEL) in Agra, Uttar PradeMr. You will be pleased to know, that your Company was

recognised by industry, customers and media for excellence along many dimensions.

Some of the major clients include Madhusilica, Bedmutha, BSWC, DMRC, Asian Color Coated Ispat Ltd., L&T for Indian

Railways, Wipro Ltd, Action Construction Equipment (ACE) Cranes, Asahi Glass Company Limited and many more in

PEB division, whereas brands like Adidas, Puma, Next and many more in Textile. At the core of our existence, we are

one of the fastest growing building solutions Company, where the strength of our products allows us to sculpt the future

of building solutions across the globe.

I have great confidence in our strategy, our team, and belief that we are well positioned to continue to grow and thrive

ahead in the years ahead.

I would also like to forward my special thanks to our Bankers namely, Indian Overseas Bank and Corporation Bank for

their continued support in difficult economic scenarios.

On behalf of the entire Company and its leadership team, I want to thank each shareholder for their support and

commitment to the Company. It is the support of Shareholders that has helped Richa climb the stairs of success. I look

forward to your continued support as your Company embarks on the next phase of its growth journey which promises to

be exciting and rewarding to every stakeholder.

With Best Wishes

Sushil Gupta

Chairman & Managing Director

Richa Industries Limited

2 st21 Annual Report 2014-15 3st21 Annual Report 2014-15

Dear Shareholders,

It gives me immense pleasure to reach you once again stthrough this 21 Annual Report of your Company. As

we continue scaling new heights, your Company has

received approval from the Research, Design and

Standards Organization (RDSO) of the ministry of

Railways for fabrication and supply of steel Bridge

girders of the Indian Railways. This approval has

given room to enter into new segment. Owing to this,

your Company is eligible to participate in tenders of

Indian railways which is an initial step to venture into

new segment .Your Company has achieved new

milestone by accomplishing more than 400 PEB

projects since its inception in 2009 and it is also known

as one of the top PEB Players in INDIA.

During this year, your Company has earned total

revenues of Rs. 302 crores, there is a slight increase

in revenue as compared to the previous year. The

more efforts are likely to be done during FY’15-‘16.

Your Company has become the first Indian (PEB)

Public Listed Company to receive the internationally

recognized OHSAS 18001:2007 certification by

Indian Register Quality Systems (IRQS), a division of

IRCLASS systems and solutions Private Limited, for

the scope of work including Design, fabrication and

Final Handover of Pre-Fabricated Buildings. In some

areas your Company have made excellent progress,

notably in pre-engineered steel building division and

your Company now has its reach in more than 120

cities in India.

Growth of the Company is related with the growth of

the Employees, Shareholders, Consumers and the

societies who are associated with the Company,

hence our main focus is on the growth of all our

Stakeholders which is parallel with the growth of the

Company.

Your Company has successfully completed the five

major PEB building projects for L& T Construction

Limited valued at Rs 11.32 Crore and has successfully

Mr. Sushil GuptaChairman & Managing Director

CHAIRMAN MESSAGE completed an Iconic PEB Structure in Gujarat approx. 36 meters of heights at Bhavnagar, Gujarat. Your Company also

received an order of Rs 26 Crore from Bihar State Building Construction Cooperation Limited (BSBCCL). The Project

involves the construction of seven warehouses with the capacity of 5000MT at the location of Bhagalpur, Munger,

Lakhisarai, Sheikhpura, Jamui Begusarai and Khagaria and has also received an order of Rs 48 Crore from Bharat

Heavy Electricals Limited (BHEL) in Agra, Uttar PradeMr. You will be pleased to know, that your Company was

recognised by industry, customers and media for excellence along many dimensions.

Some of the major clients include Madhusilica, Bedmutha, BSWC, DMRC, Asian Color Coated Ispat Ltd., L&T for Indian

Railways, Wipro Ltd, Action Construction Equipment (ACE) Cranes, Asahi Glass Company Limited and many more in

PEB division, whereas brands like Adidas, Puma, Next and many more in Textile. At the core of our existence, we are

one of the fastest growing building solutions Company, where the strength of our products allows us to sculpt the future

of building solutions across the globe.

I have great confidence in our strategy, our team, and belief that we are well positioned to continue to grow and thrive

ahead in the years ahead.

I would also like to forward my special thanks to our Bankers namely, Indian Overseas Bank and Corporation Bank for

their continued support in difficult economic scenarios.

On behalf of the entire Company and its leadership team, I want to thank each shareholder for their support and

commitment to the Company. It is the support of Shareholders that has helped Richa climb the stairs of success. I look

forward to your continued support as your Company embarks on the next phase of its growth journey which promises to

be exciting and rewarding to every stakeholder.

With Best Wishes

Sushil Gupta

Chairman & Managing Director

Richa Industries Limited

4 st21 Annual Report 2014-15

Richa Industries Limited

5st21 Annual Report 2014-15

Board of Directors

Mr. Sushil Gupta Chairman & Managing Director

Dr. Sandeep Gupta Joint Managing Director & CFO

*Mr. Manish Gupta Whole time Director

Mr. Nitin Agarwal Non-Executive Independent Director

Mrs. Sonia Tahiliani Non-Executive Independent Director

^Mr. J.P. Malohtra Non-Executive Independent Director

Company Secretary

Mr. Gaurav Yadav

Statutory Auditors

M/s Vijay Singla & Associates, Chartered Accountants

H.No. 427, Ward No. 9, Dhir Street,

Near Bus stand, Backside Electricity Board

Mansa (Punjab)- 151505,

Secretarial Auditors

Deepak Singh & Associates

C-402, Sector-1, Avantika

Rohini, New Delhi- 110085

Bankers

Indian Overseas Bank

Corporation Bank

Board Committees:

Stakeholder and Relationship Committee

Ms.Sonia Tahiliani Chairman

Mr. Nitin Agarwal Member

^Mr. Jai Prakash Malhotra Member

Audit Committee

Ms. Sonia Tahiliani Chairman

Mr. Sandeep Gupta Member

^Mr. Jai Prakash Malhotra Member

Nomination and Remuneration Committee

Ms. Sonia Tahiliani Chairman

Mr. Nitin Agarwal Member

^Mr. Jai Prakash Malhotra Member

*Mr. Manish Gupta has resigned w.e.f May 11, 2015

^Mr. Jai Prakash Malhotra has resigned w.e.f March 31, 2015

COMPANY INFORMATION

Registered Office

Plot No-29, DLF Industrial Area

Phase-II, Faridabad-121003

Haryana

Textile Division

VPO Kawnra, Old Faridabad to

Kheri-Jasana Road, Near Lingayas

Institute of Mgt &Tech.

Faridabad- 121001

Haryana

Construction & Engineering

Division (formerly known as PEB)

8th Km Stone, Ramnagar Road

NH-121, Kashipur,

Udham Singh Nagar Uttrakhand- 244713

Registrar & Transfer Agent

Link Intime India (P) Limited

44, Community Centre, 2nd Floor

Near PVR Naraina, Phase-I

Naraina Industrial Area,

New Delhi- 110028

E-Mail: cs@richa.in

Website: www.richa.in

RICHA INDUSTRIES LIMITEDRegd. office: Plot No.29, DLF Industrial Area, Phase-II, Faridabad-121003, Haryana

Website: www.richa.in, E-mail: richa@richa.in CIN: L17115HR1993PLC032108 Tel: 0129-4199368, Fax: 0129-4199369

NOTICEst21 ANNUAL GENERAL MEETING

NOTICE is hereby given that the Twenty First Annual General Meeting (AGM )of the members of Richa Industries Limited will be held thon Friday, 11 September, 2015 at 10.30 am at Hotel Delight, 17-18 Neelam Bata Road, N.I.T. Faridabad -121001, (Haryana), to

transact the following businesses:

ORDINARY BUSINESS

st1. To receive, consider and adopt the Audited Financial Statements i.e. Balance Sheet as at 31 March, 2015 and the Profit and stLoss Account for the year ended 31 March, 2015 together with the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Sushil Gupta (DIN: 00035854) who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

3. To appoint Statutory Auditor and to fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder that consent of Company be and is hereby accorded for appointment M/s Vijay Singla & Associates, Chartered Accountants (Firm Registration No. 018099N) shall hold office as Statutory Auditors of the Company for a period of five years from the conclusion of Twenty First Annual General Meeting till the conclusion of Twenty Sixth Annual General Meeting of the Company, subject to ratification by the members at every annual general meeting of the company.

RESOLVED FURTHER THAT Board be and is hereby authorised to fix the remuneration of Statutory Auditors of the Company as recommended by the Audit Committee in consultation with the Statutory Auditors, in addition to reimbursement of out of pocket expenses.”

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 148 and all other applicable provision of the Companies Act, 2013 and 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, (Membership No 2724) Cost Accountant appointed by the Board of Directors of the Company, to conduct the audit of the Cost Records of the Company for the financial year ending March 31, 2016 on a remuneration of Rs 75,000 plus service tax as applicable and out of pocket expense incurred by them in 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.

5. To Place Compliance Certificate Regarding Preferential Allotment of Equity Shares.

The members need to take note that the company has made preferential allotment of 1115000 equity shares to promoters. The Compliance Certificate regarding this preferential allotment has been issued by the Statutory Auditor of the company and is an essential part of Notice.

By Order of the Board of Directors

Gaurav Yadav

Place: Faridabad Company Secretary

Date: July 28, 2015 &Compliance Officer

Registered Office:

Plot No.29, DLF Industrial Area,

Phase-II, Faridabad-121003, Haryana

4 st21 Annual Report 2014-15

Richa Industries Limited

5st21 Annual Report 2014-15

Board of Directors

Mr. Sushil Gupta Chairman & Managing Director

Dr. Sandeep Gupta Joint Managing Director & CFO

*Mr. Manish Gupta Whole time Director

Mr. Nitin Agarwal Non-Executive Independent Director

Mrs. Sonia Tahiliani Non-Executive Independent Director

^Mr. J.P. Malohtra Non-Executive Independent Director

Company Secretary

Mr. Gaurav Yadav

Statutory Auditors

M/s Vijay Singla & Associates, Chartered Accountants

H.No. 427, Ward No. 9, Dhir Street,

Near Bus stand, Backside Electricity Board

Mansa (Punjab)- 151505,

Secretarial Auditors

Deepak Singh & Associates

C-402, Sector-1, Avantika

Rohini, New Delhi- 110085

Bankers

Indian Overseas Bank

Corporation Bank

Board Committees:

Stakeholder and Relationship Committee

Ms.Sonia Tahiliani Chairman

Mr. Nitin Agarwal Member

^Mr. Jai Prakash Malhotra Member

Audit Committee

Ms. Sonia Tahiliani Chairman

Mr. Sandeep Gupta Member

^Mr. Jai Prakash Malhotra Member

Nomination and Remuneration Committee

Ms. Sonia Tahiliani Chairman

Mr. Nitin Agarwal Member

^Mr. Jai Prakash Malhotra Member

*Mr. Manish Gupta has resigned w.e.f May 11, 2015

^Mr. Jai Prakash Malhotra has resigned w.e.f March 31, 2015

COMPANY INFORMATION

Registered Office

Plot No-29, DLF Industrial Area

Phase-II, Faridabad-121003

Haryana

Textile Division

VPO Kawnra, Old Faridabad to

Kheri-Jasana Road, Near Lingayas

Institute of Mgt &Tech.

Faridabad- 121001

Haryana

Construction & Engineering

Division (formerly known as PEB)

8th Km Stone, Ramnagar Road

NH-121, Kashipur,

Udham Singh Nagar Uttrakhand- 244713

Registrar & Transfer Agent

Link Intime India (P) Limited

44, Community Centre, 2nd Floor

Near PVR Naraina, Phase-I

Naraina Industrial Area,

New Delhi- 110028

E-Mail: cs@richa.in

Website: www.richa.in

RICHA INDUSTRIES LIMITEDRegd. office: Plot No.29, DLF Industrial Area, Phase-II, Faridabad-121003, Haryana

Website: www.richa.in, E-mail: richa@richa.in CIN: L17115HR1993PLC032108 Tel: 0129-4199368, Fax: 0129-4199369

NOTICEst21 ANNUAL GENERAL MEETING

NOTICE is hereby given that the Twenty First Annual General Meeting (AGM )of the members of Richa Industries Limited will be held thon Friday, 11 September, 2015 at 10.30 am at Hotel Delight, 17-18 Neelam Bata Road, N.I.T. Faridabad -121001, (Haryana), to

transact the following businesses:

ORDINARY BUSINESS

st1. To receive, consider and adopt the Audited Financial Statements i.e. Balance Sheet as at 31 March, 2015 and the Profit and stLoss Account for the year ended 31 March, 2015 together with the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Sushil Gupta (DIN: 00035854) who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

3. To appoint Statutory Auditor and to fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder that consent of Company be and is hereby accorded for appointment M/s Vijay Singla & Associates, Chartered Accountants (Firm Registration No. 018099N) shall hold office as Statutory Auditors of the Company for a period of five years from the conclusion of Twenty First Annual General Meeting till the conclusion of Twenty Sixth Annual General Meeting of the Company, subject to ratification by the members at every annual general meeting of the company.

RESOLVED FURTHER THAT Board be and is hereby authorised to fix the remuneration of Statutory Auditors of the Company as recommended by the Audit Committee in consultation with the Statutory Auditors, in addition to reimbursement of out of pocket expenses.”

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 148 and all other applicable provision of the Companies Act, 2013 and 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, (Membership No 2724) Cost Accountant appointed by the Board of Directors of the Company, to conduct the audit of the Cost Records of the Company for the financial year ending March 31, 2016 on a remuneration of Rs 75,000 plus service tax as applicable and out of pocket expense incurred by them in 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.

5. To Place Compliance Certificate Regarding Preferential Allotment of Equity Shares.

The members need to take note that the company has made preferential allotment of 1115000 equity shares to promoters. The Compliance Certificate regarding this preferential allotment has been issued by the Statutory Auditor of the company and is an essential part of Notice.

By Order of the Board of Directors

Gaurav Yadav

Place: Faridabad Company Secretary

Date: July 28, 2015 &Compliance Officer

Registered Office:

Plot No.29, DLF Industrial Area,

Phase-II, Faridabad-121003, Haryana

6 st21 Annual Report 2014-15 7st21 Annual Report 2014-15

Richa Industries Limited

NOTES:

1. A Member entitled to attend and vote at the Annual General Meeting (the Meeting) is entitled to appoint a proxy to attend and

vote instead of himself/herself and the proxy 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 act as a proxy for any other person or shareholder. Proxies in order to be

effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than forty eight

hours before commencement of the Meeting. Proxy(ies) submitted on behalf of the companies, societies etc., must be

supported by an appropriate resolution/authority, as applicable.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the Special Business at Item No.

4 of the accompanying notice is annexed hereto.

3. A statement giving the details of the director seeking re-appointment under Item No.2 of the accompanying Notice, as required

by Clause 49 of the listing Agreement entered into with the Stock exchange is annexed herewith.

4. Corporate Members intending to seek their Authorized representatives to attend the Meeting pursuant to Section 113 of the

Companies act, 2013 are requested to send to the company a certified copy of the relevant Board Resolution together with their

respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the meeting.

5. 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.

th th6. The Register of Members and the Share Transfer Books of the Company shall remain closed from 5 September, 2015 to 10

September, 2015 (both days inclusive).

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent account number (PAN) by

every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN

to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should

submit their PAN to the Registrar /company.

8. Electronic copy of the Annual report for the year 2014-2015 is being sent to all the members whose email ids are registered with

the Company /Depository Participants and have given their positive consent to receive the same through electronic means.

Members, other than above, physical copies of the Annual Report are being sent in the permitted mode.

st9. Electronic copy of the Notice of the 21 Annual General Meeting of the Company inter alia indicating the process and manner of

e-voting along with attendance slip and proxy form are being sent to all the members whose email IDs are registered with the

Company/ Depository Participant and have given their positive consent to receive the same through electronic means. stMembers other than above physical copies of the Notice of the 21 Annual general Meeting of the Company interalia indicating

the process and manner of e-voting along with attendance slip and proxy form are being sent in the permitted mode.

st10. Members may also note that the Notice of the 21 Annual General Meeting and the Annual Report for 2015 will also be available

on the Company Website www.richa.in for their download. The physical copies of the aforesaid documents will also be

available at the Company Registered office for inspection during normal business hours on working days. Even after

registering or e-communication, members are entitled to receive such communication in physical form, upon making a request

for the same, free of cost. For any communication the shareholders may also send request to the Company investor email id:

cs@richa.in.

11. Voting Through Electronic Means:

I. In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and

Administration) Rules, 2014 and clause 35B of the Listing Agreement, the Company is pleased to offer e-voting facility to the

members to exercise their vote electronically on resolution set forth in the postal ballot Notice. The Company has engaged the

services of Central Depository Services Limited (CDSL) to provide the e-voting facility.

The instructions for e-voting are as under:

th(i) The Voting period begins on Tuesday 8 September, 2015 (9.00 AM Indian Standard Time) and ends on Thursdayth10 September, 2015 (5.00 PM Indian Standard Time). During this Period Shareholders of the Company holding shares

theither in physical form or in dematerialized form, as on the cut-off date (Record Date) of 04 September, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The Shareholders should log on to the e-voting website www.evotingindia.com

(iii) Click on “Shareholders” tab to cast your votes

(iv) 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. Member Holding Shares in physical form should enter folio Number registered with the Company

(v) Next enter the Image Verification as displayed and click on Login

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on and earlier voting of any company then your existing password is to be used.

(vii) If you are first time user follow the steps given below:

For members holding shares in Demat form and Physical form

PAN 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 Postal Ballot /Attendance Slip indicated in the PAN field.

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

Dividend Bank Enter the Dividend Bank Details as recorded in your Demat Account or in the Company Records Details 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 field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on the “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly 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 resolution 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.

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

(xi) Click on the EVSN for the relevant RICHA INDUSTRIES LIMITED on which you choose to vote.

(xii) 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.

(xiii) Click on the “RESOLUTION FILE LINK” if you wish to view the entire Resolution details.

6 st21 Annual Report 2014-15 7st21 Annual Report 2014-15

Richa Industries Limited

NOTES:

1. A Member entitled to attend and vote at the Annual General Meeting (the Meeting) is entitled to appoint a proxy to attend and

vote instead of himself/herself and the proxy 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 act as a proxy for any other person or shareholder. Proxies in order to be

effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than forty eight

hours before commencement of the Meeting. Proxy(ies) submitted on behalf of the companies, societies etc., must be

supported by an appropriate resolution/authority, as applicable.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the Special Business at Item No.

4 of the accompanying notice is annexed hereto.

3. A statement giving the details of the director seeking re-appointment under Item No.2 of the accompanying Notice, as required

by Clause 49 of the listing Agreement entered into with the Stock exchange is annexed herewith.

4. Corporate Members intending to seek their Authorized representatives to attend the Meeting pursuant to Section 113 of the

Companies act, 2013 are requested to send to the company a certified copy of the relevant Board Resolution together with their

respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the meeting.

5. 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.

th th6. The Register of Members and the Share Transfer Books of the Company shall remain closed from 5 September, 2015 to 10

September, 2015 (both days inclusive).

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent account number (PAN) by

every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN

to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should

submit their PAN to the Registrar /company.

8. Electronic copy of the Annual report for the year 2014-2015 is being sent to all the members whose email ids are registered with

the Company /Depository Participants and have given their positive consent to receive the same through electronic means.

Members, other than above, physical copies of the Annual Report are being sent in the permitted mode.

st9. Electronic copy of the Notice of the 21 Annual General Meeting of the Company inter alia indicating the process and manner of

e-voting along with attendance slip and proxy form are being sent to all the members whose email IDs are registered with the

Company/ Depository Participant and have given their positive consent to receive the same through electronic means. stMembers other than above physical copies of the Notice of the 21 Annual general Meeting of the Company interalia indicating

the process and manner of e-voting along with attendance slip and proxy form are being sent in the permitted mode.

st10. Members may also note that the Notice of the 21 Annual General Meeting and the Annual Report for 2015 will also be available

on the Company Website www.richa.in for their download. The physical copies of the aforesaid documents will also be

available at the Company Registered office for inspection during normal business hours on working days. Even after

registering or e-communication, members are entitled to receive such communication in physical form, upon making a request

for the same, free of cost. For any communication the shareholders may also send request to the Company investor email id:

cs@richa.in.

11. Voting Through Electronic Means:

I. In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and

Administration) Rules, 2014 and clause 35B of the Listing Agreement, the Company is pleased to offer e-voting facility to the

members to exercise their vote electronically on resolution set forth in the postal ballot Notice. The Company has engaged the

services of Central Depository Services Limited (CDSL) to provide the e-voting facility.

The instructions for e-voting are as under:

th(i) The Voting period begins on Tuesday 8 September, 2015 (9.00 AM Indian Standard Time) and ends on Thursdayth10 September, 2015 (5.00 PM Indian Standard Time). During this Period Shareholders of the Company holding shares

theither in physical form or in dematerialized form, as on the cut-off date (Record Date) of 04 September, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The Shareholders should log on to the e-voting website www.evotingindia.com

(iii) Click on “Shareholders” tab to cast your votes

(iv) 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. Member Holding Shares in physical form should enter folio Number registered with the Company

(v) Next enter the Image Verification as displayed and click on Login

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on and earlier voting of any company then your existing password is to be used.

(vii) If you are first time user follow the steps given below:

For members holding shares in Demat form and Physical form

PAN 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 Postal Ballot /Attendance Slip indicated in the PAN field.

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

Dividend Bank Enter the Dividend Bank Details as recorded in your Demat Account or in the Company Records Details 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 field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on the “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly 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 resolution 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.

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

(xi) Click on the EVSN for the relevant RICHA INDUSTRIES LIMITED on which you choose to vote.

(xii) 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.

(xiii) Click on the “RESOLUTION FILE LINK” if you wish to view the entire Resolution details.

8 st21 Annual Report 2014-15

Richa Industries Limited

(xiv) 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.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the Voting done by you by clicking on “Click here to print” option on the voting page

(xvii) If Demat account holder has forgotten the password then enter the User ID and the image verification code and click on forget password & enter the details as prompted by the systems.

(xviii) Note for Non- Individual Shareholder and Custodians

·Non-Individual Shareholder (i.e. other than Individuals, HUF, NRI etc.) and Custodians 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

helpdesk.evoting@cdslindia.com.

·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 should be mailed to helpdesk.evoting@cdslindia.com 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 which they have issued in favor of the custodian, if

any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting you may refer the Frequently Asked Questions (‘FAQ’) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com.

(xx) Mr. Deepak Deewan Singh, ACS has been appointed as a Scrutinizer having their office at C-402,Sector-I, Avantika, Rohini, New Delhi- 110085 to scrutinize the remote e-voting process in a fair and transparent manner.

(xxi) The Chairman shall, at the AGM, at the discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

(xxii) The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

(xxiii) The Results of the AGM shall be declared by the Chairman or person authorized or any one of the director of the Company after the AGM within the prescribed time limits.

(xxiv)The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www. Richa.in and on the website of CDSL and communicated to BSE Limited (BSE) accordingly.

12. The documents referred to in the accompanying Notice and the Annual Report are open for inspection at the Registered Office of the Company during the office hours between 11.00 A. M. and 1.00 P. M. on all working days except Sundays up to the date of the Meeting and shall also be available at the venue.

By Order of the Board of Directors

Gaurav Yadav

Place: Faridabad Company Secretary

Date: July 28, 2015 &Compliance Officer

Registered Office:

Plot No.29, DLF Industrial Area,

Phase-II, Faridabad-121003, Haryana

ANNEXURE TO NOTICE OF THE TWENTY FIRST ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

ITEM NO. 4

The Board of Directors of the Company 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, 2016 at a remuneration of Rs 75,000/- (Rupees Seventy Five Thousand Only) plus service tax and out of pocket expenses incurred by them in connection with the aforesaid audit.

In terms of the provision of Section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the members of the Company. Accordingly, the members are requested to ratify the remuneration payable to the cost auditor for the financial year ending March 31, 2016 as set out in the 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.

ITEM NO. 5

At the time of approval of special resolution through postal ballot for approving preferential allotment, the compliance certificate issued by the statutory auditor was placed before the members and the same was noted by the members. The compliance certificate issued by the statutory auditor about preferential allotment is placed before the members as essential part of the notice. The Original Certificate will be available for inspection at the Venue of AGM.

DETAILS OF THE DIRECTOR SEEEKING RE-APPOINTMENT AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT ENTERED WITH THE STOCK EXCHANGE:

Name of Director Mr. Sushil Gupta

Date of Birth 12 January, 1965

Date of appointment on the Board 15 September, 1993

Expertise in specific functional areas Research & Development, Project Implementation

Qualification M. Tech (IIT-Delhi)

No of Equity Shares held in the Company 1055706

Directorship held in other Public Companies Richa Infrastructure Limited

Chairmanship/Membership of the Committees NIL

Relationship between Directors inter-se Promoter

By Order of the Board of Directors

Gaurav Yadav

Place: Faridabad Company Secretary

Date: July 28, 2015 &Compliance Officer

Registered Office:

Plot No.29, DLF Industrial Area,

Phase-II, Faridabad-121003, Haryana

9st21 Annual Report 2014-15

8 st21 Annual Report 2014-15

Richa Industries Limited

(xiv) 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.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the Voting done by you by clicking on “Click here to print” option on the voting page

(xvii) If Demat account holder has forgotten the password then enter the User ID and the image verification code and click on forget password & enter the details as prompted by the systems.

(xviii) Note for Non- Individual Shareholder and Custodians

·Non-Individual Shareholder (i.e. other than Individuals, HUF, NRI etc.) and Custodians 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

helpdesk.evoting@cdslindia.com.

·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 should be mailed to helpdesk.evoting@cdslindia.com 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 which they have issued in favor of the custodian, if

any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting you may refer the Frequently Asked Questions (‘FAQ’) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com.

(xx) Mr. Deepak Deewan Singh, ACS has been appointed as a Scrutinizer having their office at C-402,Sector-I, Avantika, Rohini, New Delhi- 110085 to scrutinize the remote e-voting process in a fair and transparent manner.

(xxi) The Chairman shall, at the AGM, at the discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

(xxii) The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

(xxiii) The Results of the AGM shall be declared by the Chairman or person authorized or any one of the director of the Company after the AGM within the prescribed time limits.

(xxiv)The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www. Richa.in and on the website of CDSL and communicated to BSE Limited (BSE) accordingly.

12. The documents referred to in the accompanying Notice and the Annual Report are open for inspection at the Registered Office of the Company during the office hours between 11.00 A. M. and 1.00 P. M. on all working days except Sundays up to the date of the Meeting and shall also be available at the venue.

By Order of the Board of Directors

Gaurav Yadav

Place: Faridabad Company Secretary

Date: July 28, 2015 &Compliance Officer

Registered Office:

Plot No.29, DLF Industrial Area,

Phase-II, Faridabad-121003, Haryana

ANNEXURE TO NOTICE OF THE TWENTY FIRST ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

ITEM NO. 4

The Board of Directors of the Company 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, 2016 at a remuneration of Rs 75,000/- (Rupees Seventy Five Thousand Only) plus service tax and out of pocket expenses incurred by them in connection with the aforesaid audit.

In terms of the provision of Section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the members of the Company. Accordingly, the members are requested to ratify the remuneration payable to the cost auditor for the financial year ending March 31, 2016 as set out in the 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.

ITEM NO. 5

At the time of approval of special resolution through postal ballot for approving preferential allotment, the compliance certificate issued by the statutory auditor was placed before the members and the same was noted by the members. The compliance certificate issued by the statutory auditor about preferential allotment is placed before the members as essential part of the notice. The Original Certificate will be available for inspection at the Venue of AGM.

DETAILS OF THE DIRECTOR SEEEKING RE-APPOINTMENT AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT ENTERED WITH THE STOCK EXCHANGE:

Name of Director Mr. Sushil Gupta

Date of Birth 12 January, 1965

Date of appointment on the Board 15 September, 1993

Expertise in specific functional areas Research & Development, Project Implementation

Qualification M. Tech (IIT-Delhi)

No of Equity Shares held in the Company 1055706

Directorship held in other Public Companies Richa Infrastructure Limited

Chairmanship/Membership of the Committees NIL

Relationship between Directors inter-se Promoter

By Order of the Board of Directors

Gaurav Yadav

Place: Faridabad Company Secretary

Date: July 28, 2015 &Compliance Officer

Registered Office:

Plot No.29, DLF Industrial Area,

Phase-II, Faridabad-121003, Haryana

9st21 Annual Report 2014-15

MANAGEMENT DISCUSSION AND ANYALYSIS

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 has grown since its incorporation and now it is a 300+ crores Company achieving new heights and parameters in the textile and Construction & Engineering Sector (PEB) under the dynamic leadership of Mr. Sushil Gupta, Chairman Cum Managing Director and Dr. Sandeep Gupta Joint Managing Director of the Company. Richa Industries Limited is a leading Construction and Engineering organization operational in Pre-Engineered Building, Structural Steel, Turnkey solutions and Textile sectors. An ISO 9001:2008 certified Company. Richa Industries Ltd (Richa) has become the First PEB Organization to Be Certified for OHSAS 18001:2007 by IRQS in 2015. Enriched with an experience of over two decades, today, Richa is one of the biggest Company functioning in the northern part of the country. The Company has presence in more than 120 cities across India with Sales office in more than 8 cities 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

As per the latest GDP growth estimates, Indian Economy grew by 7.4% in FY 15 compared to 6.9% in FY 14, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign- wholesale prices and consumer price inflation declined to 4.25 and 7.4% respectively, compared with last year 6.3% and 10.1%. The Governments implement the various reforms like e-auctions of coal mines and telecom, FDI hike in insurance, speedier regulatory approvals etc will be critical growth enablers to de-bottleneck stailed projects, improve the investment outlook and the ease of doing business in the country.

Industry Overview

• Textile Industry

The textile industry contributes around 6% to India GDP, 11% to export earnings and is the second largest employer after agriculture. In FY 2015 the textile industry is estimated to have contributed USD 42 Billion (4%) to India GDP, and 27% to the country foreign exchange inflows.

Opportunities & Challenges

Being the second largest employer in India coupled with strong industry linkages with the rural economy augurus Indian textile industry as one of the most significant sectors with an incremental growth potential.

However, the growth prospects are constrained by many challenges including rising input costs (wages, power and interest costs), restrictive labour laws and intensified competition from other low costs countries like Bangladesh. Such issue need to be addressed to results in unlocking maximum industry growth potential

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.

Outlook

In textiles, your company future growth is quite stable and the outlook of the Company will remain positive and it is expected that textile business shall grow at the Rate of 8% to 10%.

10 st21 Annual Report 2014-15

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 & Associates

Chartered Accountants

(Firm Registration No 018099N)

Sd/-

(CA Vijay Kumar Singla)

Partner

Membership No 094033

Place: Faridabad thDate: 19 May, 2015

11st21 Annual Report 2014-15

MANAGEMENT DISCUSSION AND ANYALYSIS

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 has grown since its incorporation and now it is a 300+ crores Company achieving new heights and parameters in the textile and Construction & Engineering Sector (PEB) under the dynamic leadership of Mr. Sushil Gupta, Chairman Cum Managing Director and Dr. Sandeep Gupta Joint Managing Director of the Company. Richa Industries Limited is a leading Construction and Engineering organization operational in Pre-Engineered Building, Structural Steel, Turnkey solutions and Textile sectors. An ISO 9001:2008 certified Company. Richa Industries Ltd (Richa) has become the First PEB Organization to Be Certified for OHSAS 18001:2007 by IRQS in 2015. Enriched with an experience of over two decades, today, Richa is one of the biggest Company functioning in the northern part of the country. The Company has presence in more than 120 cities across India with Sales office in more than 8 cities 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

As per the latest GDP growth estimates, Indian Economy grew by 7.4% in FY 15 compared to 6.9% in FY 14, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign- wholesale prices and consumer price inflation declined to 4.25 and 7.4% respectively, compared with last year 6.3% and 10.1%. The Governments implement the various reforms like e-auctions of coal mines and telecom, FDI hike in insurance, speedier regulatory approvals etc will be critical growth enablers to de-bottleneck stailed projects, improve the investment outlook and the ease of doing business in the country.

Industry Overview

• Textile Industry

The textile industry contributes around 6% to India GDP, 11% to export earnings and is the second largest employer after agriculture. In FY 2015 the textile industry is estimated to have contributed USD 42 Billion (4%) to India GDP, and 27% to the country foreign exchange inflows.

Opportunities & Challenges

Being the second largest employer in India coupled with strong industry linkages with the rural economy augurus Indian textile industry as one of the most significant sectors with an incremental growth potential.

However, the growth prospects are constrained by many challenges including rising input costs (wages, power and interest costs), restrictive labour laws and intensified competition from other low costs countries like Bangladesh. Such issue need to be addressed to results in unlocking maximum industry growth potential

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.

Outlook

In textiles, your company future growth is quite stable and the outlook of the Company will remain positive and it is expected that textile business shall grow at the Rate of 8% to 10%.

10 st21 Annual Report 2014-15

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 & Associates

Chartered Accountants

(Firm Registration No 018099N)

Sd/-

(CA Vijay Kumar Singla)

Partner

Membership No 094033

Place: Faridabad thDate: 19 May, 2015

11st21 Annual Report 2014-15

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

Richa Industries Limited believes that growth of its employees and also of the stakeholder will boost its growth opportunities. Richa aims that to respect more experienced and also mentoring the young people talent and it is also the Bedrock for Richa successful growth. Time to Time Richa provide training programs to their employees and boost their morale to achieve the goal and objective of the Company. The Company is committed to their employees for the welfare and career growth of its people. The recruitment process is totally aligned to attract the best quality and diversified talent. The Company has union free environment and industrial relations scenario and it is continued to be stable during the year. The management of Richa has made efforts continuously to make the environment mutually cooperative among the employees. During the FY 2015, the Company had 648 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 29, 2015 Chairman & Managing Director

•

The Introduction of ‘Make in India’ concept expediting infrastructure projects which is driving the growth of construction industry and consequently stimulating the demand for PEB industry. According to Joint Plan Committee data, India’s Consumption of structural steel products is continuously increasing by 15% year-on-year to 593,000 metric tons currently. Government focus of fast tracking projects intensifying the prospectus of PEB industry. The various advantages associated with PEB can proved to be major supporter in the Success of Make in India.

Growth potential for the Construction & Engineering (PEB) Industry

In a Nutshell, Pre Engineered Buildings comprises of all timely completion of projects, effective in costs, safe and environment friendly along with several other advantages. Pre-engineered buildings comprises of all these features along with several other advantages. Pre-Engineered Buildings are high in strength, lighter in weight and are more efficient and flexible in comparison to traditional construction. These buildings are inherently green buildings and contains high amount of recyclable content. Due to enormous advantage, PEB is rapidly growing popularity

In near future, the availability of land will be another big challenge for everyone due to rapidly growing population in the country. The high rise multi-storey steel building will play a major role to deal with this situation. The multi-storey buildings, steel is used along with concrete as composite structures which are most affordable structures today combined with all the advantages of PEB.

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

The foremost challenge in the design of the steel building is optimizing the steel consumption. Industrial building are normally use for steel plants, automobile industries, light utility and process industries etc. these building requires large column free areas hence interior columns, walls and partitions are often eliminated or kept to a minimum. Most of these buildings may require adequate headroom for uses of an overhead traveling crane.

Future outlook of this Industry

The Construction & Engineering industry (PEB) has infinite benefits associated with it. The industry has immense scope in both Government Sector and Non-Government Sectors. Gradually, from Box like structures, PEB has come a long way by venturing into more complex structures. The Popularity of Pre Engineered Buildings is limited to few sectors but the future is promising. The major infrastructure projects like Smart cities and the campaigns like Make in India have set a huge platform for pre-engineered buildings to showcase the potential of the industry and earn the goodwill and recognition.

Financial Performance and Review

stYour Company achieved a turnover of Rs. 30231.19 Lacs for the year ended 31 March, 2015, an increase of 9.3% as compared to Rs 27650.07 Lacs in the previous year. The operating profit before tax stood at 1001.11 Lacs as against Rs 1857.34 Lacs in the previous year. The total expenditure during the year was Rs. 29286.74 Lacs against Rs. 25896.88 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. 722.25 Lacs against Rs 941.34 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. Richa make the ‘World Environment Day’ with full enthusiasm and with full energy. The Company continuously provides and maintains best safety measures in the plants and also equipped with best pollution control with the best emissions norms.

Construction & Engineering (Pre Engineered Buildings) Industry

Richa Industries Limited

13st21 Annual Report 2014-1512 st21 Annual Report 2014-15

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

Richa Industries Limited believes that growth of its employees and also of the stakeholder will boost its growth opportunities. Richa aims that to respect more experienced and also mentoring the young people talent and it is also the Bedrock for Richa successful growth. Time to Time Richa provide training programs to their employees and boost their morale to achieve the goal and objective of the Company. The Company is committed to their employees for the welfare and career growth of its people. The recruitment process is totally aligned to attract the best quality and diversified talent. The Company has union free environment and industrial relations scenario and it is continued to be stable during the year. The management of Richa has made efforts continuously to make the environment mutually cooperative among the employees. During the FY 2015, the Company had 648 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 29, 2015 Chairman & Managing Director

•

The Introduction of ‘Make in India’ concept expediting infrastructure projects which is driving the growth of construction industry and consequently stimulating the demand for PEB industry. According to Joint Plan Committee data, India’s Consumption of structural steel products is continuously increasing by 15% year-on-year to 593,000 metric tons currently. Government focus of fast tracking projects intensifying the prospectus of PEB industry. The various advantages associated with PEB can proved to be major supporter in the Success of Make in India.

Growth potential for the Construction & Engineering (PEB) Industry

In a Nutshell, Pre Engineered Buildings comprises of all timely completion of projects, effective in costs, safe and environment friendly along with several other advantages. Pre-engineered buildings comprises of all these features along with several other advantages. Pre-Engineered Buildings are high in strength, lighter in weight and are more efficient and flexible in comparison to traditional construction. These buildings are inherently green buildings and contains high amount of recyclable content. Due to enormous advantage, PEB is rapidly growing popularity

In near future, the availability of land will be another big challenge for everyone due to rapidly growing population in the country. The high rise multi-storey steel building will play a major role to deal with this situation. The multi-storey buildings, steel is used along with concrete as composite structures which are most affordable structures today combined with all the advantages of PEB.

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

The foremost challenge in the design of the steel building is optimizing the steel consumption. Industrial building are normally use for steel plants, automobile industries, light utility and process industries etc. these building requires large column free areas hence interior columns, walls and partitions are often eliminated or kept to a minimum. Most of these buildings may require adequate headroom for uses of an overhead traveling crane.

Future outlook of this Industry

The Construction & Engineering industry (PEB) has infinite benefits associated with it. The industry has immense scope in both Government Sector and Non-Government Sectors. Gradually, from Box like structures, PEB has come a long way by venturing into more complex structures. The Popularity of Pre Engineered Buildings is limited to few sectors but the future is promising. The major infrastructure projects like Smart cities and the campaigns like Make in India have set a huge platform for pre-engineered buildings to showcase the potential of the industry and earn the goodwill and recognition.

Financial Performance and Review

stYour Company achieved a turnover of Rs. 30231.19 Lacs for the year ended 31 March, 2015, an increase of 9.3% as compared to Rs 27650.07 Lacs in the previous year. The operating profit before tax stood at 1001.11 Lacs as against Rs 1857.34 Lacs in the previous year. The total expenditure during the year was Rs. 29286.74 Lacs against Rs. 25896.88 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. 722.25 Lacs against Rs 941.34 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. Richa make the ‘World Environment Day’ with full enthusiasm and with full energy. The Company continuously provides and maintains best safety measures in the plants and also equipped with best pollution control with the best emissions norms.

Construction & Engineering (Pre Engineered Buildings) Industry

Richa Industries Limited

13st21 Annual Report 2014-1512 st21 Annual Report 2014-15

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

CREDIT RATING

The Company Financial Discipline and prudence is reflected in the Moderate Credit ratings ascribed by the Rating Agency as given below:

Instrument Rating Agency RatingOutlook

Long Term Debt Brickwork Rating BWR BB+ Stable

Short Term Debt Brickwork Rating BWR A4+ Stable

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013, is included in this report as Annexure-II and forms an integral part of this report.

NUMBER OF MEETING OF THE BOARD

Nine Board Meeting was held during the financial year 2014- 2015. The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the Best of Knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013:

(i) that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed along with proper explanation relating to material departure, if any

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) that the Director have prepared the annual accounts on a going concern basis

(v) that the Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES

In accordance with the provision of Section 152 of the Companies Act 2013 and the Company Articles of Association, Mr. Sushil Gupta Director retires by rotation and being eligible offer himself for reappointment at the ensuring Annual General Meeting.

Mr. Manish Gupta, a Whole Time Director of the Company after his designated tenure on the Board Since 2005, tendered his resignation to take effect from close of office hours on May 11, 2015.

Mr. Jai Prakash Malohtra, an independent Director of the Company after his designated tenure on the Board Since 2008, tendered his resignation to take effect from close of office hours on March 31, 2015.

Mr. Neeraj Bajaj, an Independent Director of the Company after his designated tenure on the Board since 2005, tendered his resignation to take effect from close of office hours on August 14, 2014.

DIRECTORS’ REPORT

Dear Shareholders,

Your Directors are delighted to present Twenty first Annual Report of your Company with the Audited Financial Statements for the year ended March 31, 2015.

Financial Results

The Company’s Financial Performance, for the year ended March 31, 2015 is summarized below:

(Rs. In Lacs)

Particulars Current Year Previous Year31.03.2015 31.03.2014

Total Revenue 30287.86 27754.22

Total Expenses 29286.74 25896.88

Profit before extraordinary items and tax 1001.11 1857.34

LESS: Extraordinary Items 146.02 944.60

PROFIT BEFORE TAX 855.09 912.74

Less: Current Tax 125.42 (25.53)

Deferred Tax 7.42 (3.07)

PROFIT FOR THE YEAR 722.25 941.34

Add: Balance in Profit and Loss Account 6111.14 5248.19

SUB-TOTAL 6833.39 6189.53

LESS: APPROPRIATION

Transferred to General Reserve NIL 47.07

Proposed Dividend NIL 26.95

Tax on Dividend NIL 4.37

CLOSING BALANCE 6833.39 6111.14

RESULTS OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS

The total income of the Company during the year was Rs. 30231.19 lacs against Rs. 27650.07 lacs in the previous financial year. There was slightly increase from the last financial year. The operating profit Margin declined from 16.77% in FY 2014 to 15.08% in FY15 on account of increase in manpower costs and change in depreciation method in FY 2015. As a results, net profit margin also decrease from 3.40% in FY2014 to 2.39% in FY 2015

The basic and diluted earning per share (EPS) computed in accordance with the Accounting Standard- 20 issued by the Institute of Chartered Accountants of India was Rs.3.83 Per share respectively as against Rs. 4.09 Per share (basic) for the previous year.

TRANSFER TO RESERVE

No amount is appropriated from Profit and Loss Account and transferred to any reserve amount.

DIVIDEND

Based on the Company’s performance, the Directors does not recommend any dividend for the financial year 2014-15. due to the requirement of working capital.

SHARE CAPITAL

The Paid up equity Share Capital as on 31 March 2015 was Rs 22.31 Crore. During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock option. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year.

Richa Industries Limited

15st21 Annual Report 2014-1514 st21 Annual Report 2014-15

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

CREDIT RATING

The Company Financial Discipline and prudence is reflected in the Moderate Credit ratings ascribed by the Rating Agency as given below:

Instrument Rating Agency RatingOutlook

Long Term Debt Brickwork Rating BWR BB+ Stable

Short Term Debt Brickwork Rating BWR A4+ Stable

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013, is included in this report as Annexure-II and forms an integral part of this report.

NUMBER OF MEETING OF THE BOARD

Nine Board Meeting was held during the financial year 2014- 2015. The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the Best of Knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013:

(i) that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed along with proper explanation relating to material departure, if any

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) that the Director have prepared the annual accounts on a going concern basis

(v) that the Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES

In accordance with the provision of Section 152 of the Companies Act 2013 and the Company Articles of Association, Mr. Sushil Gupta Director retires by rotation and being eligible offer himself for reappointment at the ensuring Annual General Meeting.

Mr. Manish Gupta, a Whole Time Director of the Company after his designated tenure on the Board Since 2005, tendered his resignation to take effect from close of office hours on May 11, 2015.

Mr. Jai Prakash Malohtra, an independent Director of the Company after his designated tenure on the Board Since 2008, tendered his resignation to take effect from close of office hours on March 31, 2015.

Mr. Neeraj Bajaj, an Independent Director of the Company after his designated tenure on the Board since 2005, tendered his resignation to take effect from close of office hours on August 14, 2014.

DIRECTORS’ REPORT

Dear Shareholders,

Your Directors are delighted to present Twenty first Annual Report of your Company with the Audited Financial Statements for the year ended March 31, 2015.

Financial Results

The Company’s Financial Performance, for the year ended March 31, 2015 is summarized below:

(Rs. In Lacs)

Particulars Current Year Previous Year31.03.2015 31.03.2014

Total Revenue 30287.86 27754.22

Total Expenses 29286.74 25896.88

Profit before extraordinary items and tax 1001.11 1857.34

LESS: Extraordinary Items 146.02 944.60

PROFIT BEFORE TAX 855.09 912.74

Less: Current Tax 125.42 (25.53)

Deferred Tax 7.42 (3.07)

PROFIT FOR THE YEAR 722.25 941.34

Add: Balance in Profit and Loss Account 6111.14 5248.19

SUB-TOTAL 6833.39 6189.53

LESS: APPROPRIATION

Transferred to General Reserve NIL 47.07

Proposed Dividend NIL 26.95

Tax on Dividend NIL 4.37

CLOSING BALANCE 6833.39 6111.14

RESULTS OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS

The total income of the Company during the year was Rs. 30231.19 lacs against Rs. 27650.07 lacs in the previous financial year. There was slightly increase from the last financial year. The operating profit Margin declined from 16.77% in FY 2014 to 15.08% in FY15 on account of increase in manpower costs and change in depreciation method in FY 2015. As a results, net profit margin also decrease from 3.40% in FY2014 to 2.39% in FY 2015

The basic and diluted earning per share (EPS) computed in accordance with the Accounting Standard- 20 issued by the Institute of Chartered Accountants of India was Rs.3.83 Per share respectively as against Rs. 4.09 Per share (basic) for the previous year.

TRANSFER TO RESERVE

No amount is appropriated from Profit and Loss Account and transferred to any reserve amount.

DIVIDEND

Based on the Company’s performance, the Directors does not recommend any dividend for the financial year 2014-15. due to the requirement of working capital.

SHARE CAPITAL

The Paid up equity Share Capital as on 31 March 2015 was Rs 22.31 Crore. During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock option. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year.

Richa Industries Limited

15st21 Annual Report 2014-1514 st21 Annual Report 2014-15

BOARD EVALUATION

Pursuant to the Provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, The Board of Director of the Company has established a framework for the evaluation of its own performance and that of its Committees and individual Directors of the Company in consultation with the engaged consultant.

The certain parameters covering the evaluation of the Chairman, Managing Director and Independent Directors have been fixed by the Board on the basis of which the evaluation is being carried out on annual basis in terms of the provision of the Companies Act, 2013.

FIXED DEPOSIT

During the year, your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit ) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGUALTION OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance report as stipulated under the listing agreement forms an integral part of this report. The requisite certificate from the auditors of the Company confirming Compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Bowler policy to report genuine concerns or grievances.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Richa Industries Limited has a comprehensive system of internal control to safeguard the Company’s assets against loss from unauthorized use and ensure proper authorization of financial transactions.

The Company has also implemented suitable control measures to ensure that all resources are utilized optimally, financial transactions are reported with accuracy and all applicable laws and regulations are strictly complied.

The management of the Company duly considers and takes appropriate action on the recommendations made by the Statutory Auditors, Internal Auditors and the Audit Committee of the Board of Directors.

AUDITORS AND AUDITORS’ REPORT

STATUTORY AUDITOR

M/s Vijay Singla & Associates., Chartered Accountants, (Firm Registration No: 018099N) Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2015-2016.

As required under the provision of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Vijay Singla & Associates that their appointment, if made, would be in conformity with the limits specified in the said Section.

The Notes to Accounts referred to in Auditor Report are self explanatory and do not call for any further explanation or clarification. The Auditor report does not contain any qualification, reservation or adverse remarks.

COST AUDITOR

The Board has appointed the M/s Krishan Singh Berk as a Cost Auditor for conducting the Cost Audit records of the Company for the financial year 2015-2016.

SECRETARIAL AUDITOR

Pursuant to the Provision of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s Deepak Singh & Associates, Company Secretaries in Practice (C.P. No. 13776) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure-III and forms an integral part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

During the year under review, the members approved the appointment of Ms. Sonia Tahiliani as an Independent Director. The members have also re-appointed Mr. Sandeep Gupta as the Joint Managing Director & CFO and Mr. Sushil Gupta, Managing Director and Mr. Manish Gupta, whole time Director of the Company.

There was no change in the Managing Director and Company Secretary, collectively the key Managerial personnel, during the year under review.

Detailed information on the Directors is provided in the Corporate Governance Report.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement.

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and senior Management of the Company. This Policy also lays down criteria for selection and appointment of Board members. The detail of this policy is explained in the Corporate Governance Report.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY

Details of Loan, Guarantees and Investment covered under the provision of Section 186 of the Companies Act 2013 are given in the Notes to the financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provision of section 188 of the Companies act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. The details of related party transactions are given in the Notes to the financial statements.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred

between the end of the financial year of the Company and the date of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo, as required to be

disclosed under the Act, are provided in Annexure I to this report.

RISK MANAGEMENT

During the year under review, your Company manages monitors and reports on the principal risk and uncertainties that can impact its

ability to achieve its strategic objectives. The Company has introduced several improvements to internal controls management and

assurance framework and processes to drive a common integrated view of risks, optimal risk mitigation response and efficient

management of internal controls and assurance activities.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provision of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social responsibility

Policy) Rules 2014 the Board of Director constituted a Corporate Social Responsibility Committee. However, the Corporate Social

Responsibility policy relates to the activities to be undertaken by the Company as specified in Schedule VII to the Act is under

finalization. The activities as specified in Schedule-VII should be carried out in accordance with the Corporate Social Responsibility

Policy when the same is finalized. However, due to this Company has not spent any amount on CSR activities.

CSR COMMITTEE

The CSR Committee comprises of Mr. Sandeep Gupta (Chairman), Mr. Nitin Agarwal and Mr. Sushil Gupta as members.

SUBSIDIARIES, JOINT VENTURE AND ACCOCIATE COMPANIES

During the year under review, no Company has become/ceased to be subsidiaries, joint venture and associate during the financial

year 2014-2015.

Richa Industries Limited

17st21 Annual Report 2014-1516 st21 Annual Report 2014-15

BOARD EVALUATION

Pursuant to the Provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, The Board of Director of the Company has established a framework for the evaluation of its own performance and that of its Committees and individual Directors of the Company in consultation with the engaged consultant.

The certain parameters covering the evaluation of the Chairman, Managing Director and Independent Directors have been fixed by the Board on the basis of which the evaluation is being carried out on annual basis in terms of the provision of the Companies Act, 2013.

FIXED DEPOSIT

During the year, your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit ) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGUALTION OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance report as stipulated under the listing agreement forms an integral part of this report. The requisite certificate from the auditors of the Company confirming Compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Bowler policy to report genuine concerns or grievances.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Richa Industries Limited has a comprehensive system of internal control to safeguard the Company’s assets against loss from unauthorized use and ensure proper authorization of financial transactions.

The Company has also implemented suitable control measures to ensure that all resources are utilized optimally, financial transactions are reported with accuracy and all applicable laws and regulations are strictly complied.

The management of the Company duly considers and takes appropriate action on the recommendations made by the Statutory Auditors, Internal Auditors and the Audit Committee of the Board of Directors.

AUDITORS AND AUDITORS’ REPORT

STATUTORY AUDITOR

M/s Vijay Singla & Associates., Chartered Accountants, (Firm Registration No: 018099N) Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2015-2016.

As required under the provision of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Vijay Singla & Associates that their appointment, if made, would be in conformity with the limits specified in the said Section.

The Notes to Accounts referred to in Auditor Report are self explanatory and do not call for any further explanation or clarification. The Auditor report does not contain any qualification, reservation or adverse remarks.

COST AUDITOR

The Board has appointed the M/s Krishan Singh Berk as a Cost Auditor for conducting the Cost Audit records of the Company for the financial year 2015-2016.

SECRETARIAL AUDITOR

Pursuant to the Provision of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s Deepak Singh & Associates, Company Secretaries in Practice (C.P. No. 13776) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure-III and forms an integral part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

During the year under review, the members approved the appointment of Ms. Sonia Tahiliani as an Independent Director. The members have also re-appointed Mr. Sandeep Gupta as the Joint Managing Director & CFO and Mr. Sushil Gupta, Managing Director and Mr. Manish Gupta, whole time Director of the Company.

There was no change in the Managing Director and Company Secretary, collectively the key Managerial personnel, during the year under review.

Detailed information on the Directors is provided in the Corporate Governance Report.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement.

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and senior Management of the Company. This Policy also lays down criteria for selection and appointment of Board members. The detail of this policy is explained in the Corporate Governance Report.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY

Details of Loan, Guarantees and Investment covered under the provision of Section 186 of the Companies Act 2013 are given in the Notes to the financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provision of section 188 of the Companies act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. The details of related party transactions are given in the Notes to the financial statements.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred

between the end of the financial year of the Company and the date of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo, as required to be

disclosed under the Act, are provided in Annexure I to this report.

RISK MANAGEMENT

During the year under review, your Company manages monitors and reports on the principal risk and uncertainties that can impact its

ability to achieve its strategic objectives. The Company has introduced several improvements to internal controls management and

assurance framework and processes to drive a common integrated view of risks, optimal risk mitigation response and efficient

management of internal controls and assurance activities.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provision of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social responsibility

Policy) Rules 2014 the Board of Director constituted a Corporate Social Responsibility Committee. However, the Corporate Social

Responsibility policy relates to the activities to be undertaken by the Company as specified in Schedule VII to the Act is under

finalization. The activities as specified in Schedule-VII should be carried out in accordance with the Corporate Social Responsibility

Policy when the same is finalized. However, due to this Company has not spent any amount on CSR activities.

CSR COMMITTEE

The CSR Committee comprises of Mr. Sandeep Gupta (Chairman), Mr. Nitin Agarwal and Mr. Sushil Gupta as members.

SUBSIDIARIES, JOINT VENTURE AND ACCOCIATE COMPANIES

During the year under review, no Company has become/ceased to be subsidiaries, joint venture and associate during the financial

year 2014-2015.

Richa Industries Limited

17st21 Annual Report 2014-1516 st21 Annual Report 2014-15

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, 2015 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 2014-15 were as follows:

Major Energy Conservation measures taken during the year 2014-15

• 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 Imported Technology Year of Import Status Implementation Import form and absorption

_____________________________________________ NIL ___________________________________________

AUDIT COMMITTEE

The Audit Committee comprises of Ms. Sonia Tahiliani, (Chairman), Dr. Sandeep Gupta and Mr. J.P. Malhotra as members. All the recommendations made by the Audit Committee were accepted by the Board.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

During the year under, review, Industrial relations in the Company continue to be cordial and peaceful. Your Company strives to provide the best working environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. Every initiative and policy of the Company takes care of welfare of all its employees. The human resource development function of the Company is guided by a strong set of values and policies. The details of initiatives taken by the Company for the development of human resource are given in Management Discussion and Analysis Report. The Company maintained healthy, cordial and harmonious industrial relations at all levels through out the year.

ENVIRONMENT AND SAFETY

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

AWARDS & CERTIFICATES

Richa Industries has become the First PEB Organization to Be Certified for OHSAS 18001:2007 by IRQS in 2015. Richa Industries has received approval from the Research, Designs and Standards Organization (RDSO) of the Ministry of Railways for Fabrication and Supply of Steel Bridge Girders of the Indian Railways.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

In terms of the provision of Section 197(12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rule, 2014 none of the employee during the financial year was in receipt of remuneration in the aggregate of sixty lakh rupees or more or Rs 5,00,000/- per month or more.

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the year ended March 31, 2015 is given in a separate Annexure to this Report. During the FY 2015, the Company had 648 employees.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of

stthe Company, 21 days before the 21 Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

STATUTORY INFORMATION

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock exchange is not applicable to your Company for the financial year ending March 31, 2015.

APPRECIATION

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on Behalf of the Board of Directors

SUSHIL GUPTADate: May 29, 2015 Chairman & Managing Director

Richa Industries Limited

19st21 Annual Report 2014-1518 st21 Annual Report 2014-15

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, 2015 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 2014-15 were as follows:

Major Energy Conservation measures taken during the year 2014-15

• 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 Imported Technology Year of Import Status Implementation Import form and absorption

_____________________________________________ NIL ___________________________________________

AUDIT COMMITTEE

The Audit Committee comprises of Ms. Sonia Tahiliani, (Chairman), Dr. Sandeep Gupta and Mr. J.P. Malhotra as members. All the recommendations made by the Audit Committee were accepted by the Board.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

During the year under, review, Industrial relations in the Company continue to be cordial and peaceful. Your Company strives to provide the best working environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. Every initiative and policy of the Company takes care of welfare of all its employees. The human resource development function of the Company is guided by a strong set of values and policies. The details of initiatives taken by the Company for the development of human resource are given in Management Discussion and Analysis Report. The Company maintained healthy, cordial and harmonious industrial relations at all levels through out the year.

ENVIRONMENT AND SAFETY

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

AWARDS & CERTIFICATES

Richa Industries has become the First PEB Organization to Be Certified for OHSAS 18001:2007 by IRQS in 2015. Richa Industries has received approval from the Research, Designs and Standards Organization (RDSO) of the Ministry of Railways for Fabrication and Supply of Steel Bridge Girders of the Indian Railways.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

In terms of the provision of Section 197(12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rule, 2014 none of the employee during the financial year was in receipt of remuneration in the aggregate of sixty lakh rupees or more or Rs 5,00,000/- per month or more.

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the year ended March 31, 2015 is given in a separate Annexure to this Report. During the FY 2015, the Company had 648 employees.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of

stthe Company, 21 days before the 21 Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

STATUTORY INFORMATION

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock exchange is not applicable to your Company for the financial year ending March 31, 2015.

APPRECIATION

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on Behalf of the Board of Directors

SUSHIL GUPTADate: May 29, 2015 Chairman & Managing Director

Richa Industries Limited

19st21 Annual Report 2014-1518 st21 Annual Report 2014-15

Annexure II

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2015

(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:

1. CIN L17115HR1993PLC032108

2. Registration Date 15-09-1993

3. Name of the Company RICHA INDUSTRIES LIMITED

4. Category/Sub-category of the Company PUBLIC COMPANY/LIMITED BY SHARES

5. Address of the Registered office & contact details Plot-29,DLF Industrial Area, Phase-II, Faridabad-121003Tel:0129-4199368, Fax: 0129-4199369

6. Whether listed Company Yes

7. Name, Address & contact details of the Registrar & Link Intime India Pvt LtdTransfer Agent, if any. 44,Community Centre, 2nd Floor, Near PVR Naraina,

Phase-I, Naraina Industrial Area, New Delhi-110028PH:011 4141 0592,93,94 Fax:011 4141 0591

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

S. No. Name and Description of main NIC Code of the % to total turnover of the Companyproducts / services Product/service

1 Textile 2365 50.41

2 Construction and engineering (PEB) 3410 49.58

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl No Name and Address of the CIN/GIN Holding/ % of ApplicableCompany Subsidiary/ Shares held Section

Associate

1 Richa Holdings Limited U72900HR2001PLC037016 Associate 34.15 Section 2 (6)Regd Off: Plot No. 29, DLF Industrial Area, Phase-II, Haryana- 121003

(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:

(In Rs.)

Particulars 2014-15 2013-14

Earnings 58,50,201.15 5,17,34,041.93

Outgo 38,71,807.00 11,13,673.00

Richa Industries Limited

21st21 Annual Report 2014-1520 st21 Annual Report 2014-15

Annexure II

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2015

(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:

1. CIN L17115HR1993PLC032108

2. Registration Date 15-09-1993

3. Name of the Company RICHA INDUSTRIES LIMITED

4. Category/Sub-category of the Company PUBLIC COMPANY/LIMITED BY SHARES

5. Address of the Registered office & contact details Plot-29,DLF Industrial Area, Phase-II, Faridabad-121003Tel:0129-4199368, Fax: 0129-4199369

6. Whether listed Company Yes

7. Name, Address & contact details of the Registrar & Link Intime India Pvt LtdTransfer Agent, if any. 44,Community Centre, 2nd Floor, Near PVR Naraina,

Phase-I, Naraina Industrial Area, New Delhi-110028PH:011 4141 0592,93,94 Fax:011 4141 0591

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

S. No. Name and Description of main NIC Code of the % to total turnover of the Companyproducts / services Product/service

1 Textile 2365 50.41

2 Construction and engineering (PEB) 3410 49.58

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl No Name and Address of the CIN/GIN Holding/ % of ApplicableCompany Subsidiary/ Shares held Section

Associate

1 Richa Holdings Limited U72900HR2001PLC037016 Associate 34.15 Section 2 (6)Regd Off: Plot No. 29, DLF Industrial Area, Phase-II, Haryana- 121003

(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:

(In Rs.)

Particulars 2014-15 2013-14

Earnings 58,50,201.15 5,17,34,041.93

Outgo 38,71,807.00 11,13,673.00

Richa Industries Limited

21st21 Annual Report 2014-1520 st21 Annual Report 2014-15

(ii) Shareholding of Promoters

Sr.No Shareholders Name Shareholding at the Beginning of the year Shareholding at the end of the year

No of % of total % of Shares No of % of total % of Shares % Change inShares shares of the pledged/ Shares shares of the pledged/ shareholding

Company encumbered Company encumbered duringto total to total the yearshares shares

1 Sushil Gupta 1055706 4.73 4.48 1055706 4.73 4.48 0.00

2 Geeta Devi 275570 1.23 0 275570 1.23 0 0.00

3 Suhash Gupta 481667 2.16 0 481667 2.16 0 0.00

4 Usha Gupta 346498 1.55 0 346498 1.55 0 0.00

5 Sandeep Gupta 1152968 5.17 4.48 1152968 5.17 4.48 0.00

6 Manish Gupta 168954 0.76 0.67 168954 0.76 0.67 0.00

7 Shweta Gupta 84746 0.38 0 84746 0.38 0 0.00

8 Garima Gupta 572223 2.56 0 572223 2.56 0 0.00

9 Akash Gupta 587223 2.63 0 587223 2.63 0 0.00

10 Richa Holdings Ltd 7621156 34.15 13.12 7621156 34.15 13.12 0.00

11 Jewel Garments Pvt Ltd 457618 2.05 0 457618 2.05 0 0.00

Total 12804329 57.38 22.75 12804329 57.38 22.75 0.00

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

Sr.No. Particulars Shareholding at the beginning of the year during the year

No. of % of total No. of % of totalshares shares of the shares shares of the

Company Company

At the beginning of the year 12804329 57.38 12804329 57.38

Date wise Increase / Decrease in Promoters Shareholding - - - -during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):

At the end of the year 12804329 57.38 12804329 57.38

Note: There is no change in the total shareholding of promoters between 01-04-2014 and 31-03-2015

Cumulative Shareholding

iv. Shareholding Pattern of Top Ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr.No. For Each of the Top Ten Shareholders Shareholding at the beginning of the year during the year

No. of % of total No. of % of totalshares shares of the shares shares of the

Company Company

1 BOI SHAREHOLDING LIMITED 291000 1.3 291000 1.3

2 DEVENDER KUMAR 250000 1.12 250000 1.12

3 MRINAL KHURANA 400000 1.79 400000 1.79

4 POONAM VIJ 200000 0.89 200000 0.89

5 SHARAD KHATTAR 100000 0.44 100000 0.44

6 SHITIJ KHATTAR 100000 0.44 100000 0.44

7 SHUBHAM YADAV 600000 2.68 600000 2.68

8 SUDHIR KUMAR MITTAL 514185 2.30 514185 2.30

9 SUNAINA YADAV 600000 2.68 600000 2.68

10 SUNVISION INFOTECH (P) LTD 167857 0.75 353586 1.58

Cumulative Shareholding

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 % change during the

year

Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares

(A) Promoters

(1) Indian

a) Individuals/ Hindu 4725555 0 4725555 21.18 4725555 0 4725555 21.18 0.00Undivided Family

b) Central Government 0 0 0 0.00 0 0 0 0.00 0.00

c) State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00

d) Bodies Corporate 8078774 0 8078774 36.20 8078774 0 8078774 36.20 0.00

e) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00

f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00

Sub-Total (A)(1):- 12804329 0 12804329 57.38 12804329 0 12804329 57.38 0.00

(2) Foreign

a) NRIs- Individuals 0 0 0 0.00 0 0 0 0.00 0.00

b) Others-Individuals 0 0 0 0.00 0 0 0 0.00 0.00

c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00

d) Banks/ FI 0 0 0 0.00 0 0 0 0.00 0.00

e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00

Sub-Total (A)(2):- 0 0 0 0.00 0 0 0 0.00 0.00

Total Shareholding of Promoter 12804329 0 12804329 57.38 12804329 0 12804329 57.38 0.00(A)= (A)(1)+(A)(2)

B. Public shareholding

1. Institutions

a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00

b) Banks/ FI 0 0 0 0.00 0 0 0 0.00 0.00

c) Central Government 0 0 0 0.00 0 0 0 0.00 0.00

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

e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00

f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00

g) FII 0 0 0 0.00 0 0 0 0.00 0.00

h) Foreign Venture Capital Investors 0 0 0 0.00 0 0 0 0.00 0.00

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

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

2. Non-institutions

a) Bodies Corporate

i) Indian 912102 0 912102 4.10 1718879 0 1718879 7.72 3.62

ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00

b) Individuals

i. Individual shareholders 1177430 83 1177513 5.27 2315281 83 2315364 10.38 5.11holding nominal share capital up to Rs. 1 lakh

ii. Individual shareholders 6864439 0 6864339 30.76 4771648 0 471648 21.38 (9.38)holding nominal share capital in excess of Rs. 1 lakh.

c) Other (specify)

i) Non Resident Indian 174070 0 174070 0.78 198783 0 198783 0.88 0.10

ii) Clearing Members 382547 0 382547 1.71 505997 0 505997 2.26 0.55

iii) Hindu Undivided Families 0 0 0 0.00 0 0 0 0.00 0.00

Sub-Total (B)(2) :- 9510588 83 9510671 42.62 9510588 83 9510671 42.62 0.00

Total Public Shareholding 22314917 83 22315000 42.62 22314917 83 22315000 42.62 0.00(B)= (B)(1)+(B)(2)

C) Shares held by Custodians for 0 0 0 0.00 0 0 0 0.00 0.00GDRs & ADRs

GRAND TOTAL (A)+(B)+(C) 22314917 0 22315000 0.00 22314917 83 2231500 0.00 0.00

Richa Industries Limited

23st21 Annual Report 2014-1522 st21 Annual Report 2014-15

(ii) Shareholding of Promoters

Sr.No Shareholders Name Shareholding at the Beginning of the year Shareholding at the end of the year

No of % of total % of Shares No of % of total % of Shares % Change inShares shares of the pledged/ Shares shares of the pledged/ shareholding

Company encumbered Company encumbered duringto total to total the yearshares shares

1 Sushil Gupta 1055706 4.73 4.48 1055706 4.73 4.48 0.00

2 Geeta Devi 275570 1.23 0 275570 1.23 0 0.00

3 Suhash Gupta 481667 2.16 0 481667 2.16 0 0.00

4 Usha Gupta 346498 1.55 0 346498 1.55 0 0.00

5 Sandeep Gupta 1152968 5.17 4.48 1152968 5.17 4.48 0.00

6 Manish Gupta 168954 0.76 0.67 168954 0.76 0.67 0.00

7 Shweta Gupta 84746 0.38 0 84746 0.38 0 0.00

8 Garima Gupta 572223 2.56 0 572223 2.56 0 0.00

9 Akash Gupta 587223 2.63 0 587223 2.63 0 0.00

10 Richa Holdings Ltd 7621156 34.15 13.12 7621156 34.15 13.12 0.00

11 Jewel Garments Pvt Ltd 457618 2.05 0 457618 2.05 0 0.00

Total 12804329 57.38 22.75 12804329 57.38 22.75 0.00

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

Sr.No. Particulars Shareholding at the beginning of the year during the year

No. of % of total No. of % of totalshares shares of the shares shares of the

Company Company

At the beginning of the year 12804329 57.38 12804329 57.38

Date wise Increase / Decrease in Promoters Shareholding - - - -during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):

At the end of the year 12804329 57.38 12804329 57.38

Note: There is no change in the total shareholding of promoters between 01-04-2014 and 31-03-2015

Cumulative Shareholding

iv. Shareholding Pattern of Top Ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr.No. For Each of the Top Ten Shareholders Shareholding at the beginning of the year during the year

No. of % of total No. of % of totalshares shares of the shares shares of the

Company Company

1 BOI SHAREHOLDING LIMITED 291000 1.3 291000 1.3

2 DEVENDER KUMAR 250000 1.12 250000 1.12

3 MRINAL KHURANA 400000 1.79 400000 1.79

4 POONAM VIJ 200000 0.89 200000 0.89

5 SHARAD KHATTAR 100000 0.44 100000 0.44

6 SHITIJ KHATTAR 100000 0.44 100000 0.44

7 SHUBHAM YADAV 600000 2.68 600000 2.68

8 SUDHIR KUMAR MITTAL 514185 2.30 514185 2.30

9 SUNAINA YADAV 600000 2.68 600000 2.68

10 SUNVISION INFOTECH (P) LTD 167857 0.75 353586 1.58

Cumulative Shareholding

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 % change during the

year

Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares

(A) Promoters

(1) Indian

a) Individuals/ Hindu 4725555 0 4725555 21.18 4725555 0 4725555 21.18 0.00Undivided Family

b) Central Government 0 0 0 0.00 0 0 0 0.00 0.00

c) State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00

d) Bodies Corporate 8078774 0 8078774 36.20 8078774 0 8078774 36.20 0.00

e) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00

f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00

Sub-Total (A)(1):- 12804329 0 12804329 57.38 12804329 0 12804329 57.38 0.00

(2) Foreign

a) NRIs- Individuals 0 0 0 0.00 0 0 0 0.00 0.00

b) Others-Individuals 0 0 0 0.00 0 0 0 0.00 0.00

c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00

d) Banks/ FI 0 0 0 0.00 0 0 0 0.00 0.00

e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00

Sub-Total (A)(2):- 0 0 0 0.00 0 0 0 0.00 0.00

Total Shareholding of Promoter 12804329 0 12804329 57.38 12804329 0 12804329 57.38 0.00(A)= (A)(1)+(A)(2)

B. Public shareholding

1. Institutions

a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00

b) Banks/ FI 0 0 0 0.00 0 0 0 0.00 0.00

c) Central Government 0 0 0 0.00 0 0 0 0.00 0.00

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

e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00

f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00

g) FII 0 0 0 0.00 0 0 0 0.00 0.00

h) Foreign Venture Capital Investors 0 0 0 0.00 0 0 0 0.00 0.00

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

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

2. Non-institutions

a) Bodies Corporate

i) Indian 912102 0 912102 4.10 1718879 0 1718879 7.72 3.62

ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00

b) Individuals

i. Individual shareholders 1177430 83 1177513 5.27 2315281 83 2315364 10.38 5.11holding nominal share capital up to Rs. 1 lakh

ii. Individual shareholders 6864439 0 6864339 30.76 4771648 0 471648 21.38 (9.38)holding nominal share capital in excess of Rs. 1 lakh.

c) Other (specify)

i) Non Resident Indian 174070 0 174070 0.78 198783 0 198783 0.88 0.10

ii) Clearing Members 382547 0 382547 1.71 505997 0 505997 2.26 0.55

iii) Hindu Undivided Families 0 0 0 0.00 0 0 0 0.00 0.00

Sub-Total (B)(2) :- 9510588 83 9510671 42.62 9510588 83 9510671 42.62 0.00

Total Public Shareholding 22314917 83 22315000 42.62 22314917 83 22315000 42.62 0.00(B)= (B)(1)+(B)(2)

C) Shares held by Custodians for 0 0 0 0.00 0 0 0 0.00 0.00GDRs & ADRs

GRAND TOTAL (A)+(B)+(C) 22314917 0 22315000 0.00 22314917 83 2231500 0.00 0.00

Richa Industries Limited

23st21 Annual Report 2014-1522 st21 Annual Report 2014-15

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole Time Director and /or Manager

(In Rs)

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

CMD JT.MD WTD Mr. Sushil Gupta Dr. Sandeep Gupta Mr. Manish Gupta

1 Gross salary

(a) Salary as per provisions contained 15,00,000 15,00,000 15,00,000 45,00,000in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) - - - -Income-tax Act, 1961

(c) Profits in lieu of salary under section - - - - 17(3) Income- tax Act, 1961

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission

- as % of profit - - - -

- others, specify… - - - -

5 Others, please specify - - - -

Total (A) 15,00,000 15,00,000 15,00,000 45,00,000

B. Remuneration to other Directors

(In Rs)

SN. Particulars of Remuneration Name of Directors Total

1 Independent Directors Mr. Nitin Aggarwal Mr. J.P. Malhotra Ms. Sonia Tahiliani

Fees for attending Board/Committee 10500 10500 10500 31500meetings

Commission - - -

Others, Please specify - - -

Total (1) 10500 10500 10500 31500

2 Other Non-Executive Directors

Fees for attending Board/Committee - - - -meetings

Commission - - - -

Others, Please specify - - - -

Total (2) - - - -

Total (B)= (1+2) 10500 10500 10500 31500

Total Managerial Remuneration 10500 10500 10500 31500

V. Shareholding of Directors and Key Managerial Personnel

Sr.No. Shareholders of each Directors and Key Managerial Shareholding at the Cumulative Shareholding Personnel beginning of the year during the year

No. of % of total No. of % of totalshares shares of the shares shares of the

Company Company

1. Dr. Sandeep Gupta

At the Beginning of the year 1152968 5.17 1152968 5.17

Date was increase/Decrease in shareholding during theyear specifying the reason for increase/Decrease (e.g.allotment/transfer/bonus/sweat equity etc.)

At the end of the year 1152968 5.17 1152968 5.17

2 Mr. Sushil Gupta

At the Beginning of the year 1055706 4.73 1055706 4.73

Date was increase/Decrease in shareholding during theyear specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)

At the end of the year 1057706 4.73 1055706 4.73

3 Mr. Manish Gupta

At the Beginning of the year 168954 0.76 168954 0.76

Date was increase/Decrease in shareholding during theyear specifying the reason for increase/Decrease (e.g.allotment/transfer/bonus/sweat equity etc.)

At the end of the year 168954 0.76 168954 0.76

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars Secured Loans excluding Loans IndebtednessDeposits

i) Principal Amount 15265.51 2836.49 - 108093

ii) Interest due but not paid 30.27 - - 30.27

iii) Interest accrued but not due 0.00 - - 0.00

Total (i+ii+iii) 15286.78 2836.49 - 18123.27

Change in Indebtedness during the financial year

* Addition 27802.35 119.34 - 27921.69

* Reduction 26391.65 611.73 - 27003.38

Net Change 1410.70 492.39 - 918.31

Indebtedness at the end of the financial year

i) Principal Amount 16611.58 2344.10 - 1955.68

ii) Interest due but not paid 85.90 - - 85.90

iii) Interest accrued but not due 0.00 - - 0.00

Total (i+ii+iii) 16,697.48 2344.10 - 19041.58

Unsecured Deposits Total

Richa Industries Limited

25st21 Annual Report 2014-1524 st21 Annual Report 2014-15

(Rs. in Lacs)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole Time Director and /or Manager

(In Rs)

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

CMD JT.MD WTD Mr. Sushil Gupta Dr. Sandeep Gupta Mr. Manish Gupta

1 Gross salary

(a) Salary as per provisions contained 15,00,000 15,00,000 15,00,000 45,00,000in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) - - - -Income-tax Act, 1961

(c) Profits in lieu of salary under section - - - - 17(3) Income- tax Act, 1961

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission

- as % of profit - - - -

- others, specify… - - - -

5 Others, please specify - - - -

Total (A) 15,00,000 15,00,000 15,00,000 45,00,000

B. Remuneration to other Directors

(In Rs)

SN. Particulars of Remuneration Name of Directors Total

1 Independent Directors Mr. Nitin Aggarwal Mr. J.P. Malhotra Ms. Sonia Tahiliani

Fees for attending Board/Committee 10500 10500 10500 31500meetings

Commission - - -

Others, Please specify - - -

Total (1) 10500 10500 10500 31500

2 Other Non-Executive Directors

Fees for attending Board/Committee - - - -meetings

Commission - - - -

Others, Please specify - - - -

Total (2) - - - -

Total (B)= (1+2) 10500 10500 10500 31500

Total Managerial Remuneration 10500 10500 10500 31500

V. Shareholding of Directors and Key Managerial Personnel

Sr.No. Shareholders of each Directors and Key Managerial Shareholding at the Cumulative Shareholding Personnel beginning of the year during the year

No. of % of total No. of % of totalshares shares of the shares shares of the

Company Company

1. Dr. Sandeep Gupta

At the Beginning of the year 1152968 5.17 1152968 5.17

Date was increase/Decrease in shareholding during theyear specifying the reason for increase/Decrease (e.g.allotment/transfer/bonus/sweat equity etc.)

At the end of the year 1152968 5.17 1152968 5.17

2 Mr. Sushil Gupta

At the Beginning of the year 1055706 4.73 1055706 4.73

Date was increase/Decrease in shareholding during theyear specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)

At the end of the year 1057706 4.73 1055706 4.73

3 Mr. Manish Gupta

At the Beginning of the year 168954 0.76 168954 0.76

Date was increase/Decrease in shareholding during theyear specifying the reason for increase/Decrease (e.g.allotment/transfer/bonus/sweat equity etc.)

At the end of the year 168954 0.76 168954 0.76

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars Secured Loans excluding Loans IndebtednessDeposits

i) Principal Amount 15265.51 2836.49 - 108093

ii) Interest due but not paid 30.27 - - 30.27

iii) Interest accrued but not due 0.00 - - 0.00

Total (i+ii+iii) 15286.78 2836.49 - 18123.27

Change in Indebtedness during the financial year

* Addition 27802.35 119.34 - 27921.69

* Reduction 26391.65 611.73 - 27003.38

Net Change 1410.70 492.39 - 918.31

Indebtedness at the end of the financial year

i) Principal Amount 16611.58 2344.10 - 1955.68

ii) Interest due but not paid 85.90 - - 85.90

iii) Interest accrued but not due 0.00 - - 0.00

Total (i+ii+iii) 16,697.48 2344.10 - 19041.58

Unsecured Deposits Total

Richa Industries Limited

25st21 Annual Report 2014-1524 st21 Annual Report 2014-15

(Rs. in Lacs)

U/s 621 A of the There is a violation of the provision of Compounding Fees Order Passed on 26/05/2014 N.A.Companies Act, 1956 section 211 read with (3A), (3B) and (3C) imposed: 105000 by Company Law Board

Date of Hearing 05/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 15/05/2014 N.A.Companies Act, 1956 section 303 of the Companies Act, 1956. imposed: Rs 66,000 by Company Law Board

Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 29/05/2014 N.A.Companies Act, 1956 section 224 (8) of the Companies Act, imposed: Rs 90,000 by Company Law Board

1956. Date of Hearing 05/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 01/05/2014 N.A.Companies Act, 1956 section 209 (1) of the Companies Act, imposed: Rs 11,000 by Company Law Board

1956. Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 01/05/2014 N.A.Companies Act, 1956 section 212 of the Companies Act, 1956. imposed: Rs 7000 by Company Law Board

Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 150/151 of the Companies Act, imposed: Rs 55,000 by Company Law Board

1956. Date of Hearing 01/05/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 18/07/2014 N.A.Companies Act, 1956 section 143 of the Companies Act, 1956. imposed: Rs 37,500 by Regional Director Board

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 15/05/2014 N.A.Companies Act, 1956 section 193 of the Companies Act, 1956. imposed: Rs 900 by Regional Director Board

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 302(1) of the Companies Act, imposed: Rs 31500 by Company Law Board

1956. Date of Hearing 01/05/2014

C. OFFICER IN DEFAULT

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding U/s 621 A (4) (a) of the The Register of Contract as specified Compounding Fees Order Passed on 20/02/2015 N.A.Companies Act, 1956 under section 301 (2) is not maintained imposed: Rs 37,500 by Company Law Board

Date of Hearing 23/01/2015

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 30/05/2014 N.A.Companies Act, 1956 section 314 of the Companies Act, 1956. imposed: Rs 14,000 by Company Law Board

Date of Hearing 01/05/2014

U/s 621 A of the There is a violation of the provision of Compounding Fees Order Passed on 26/05/2014 N.A. Companies Act, 1956 section 211 (3A), (3B) and (3C) Date of imposed: Rs 45000 by Company Law Board

Hearing 05/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 15/05/2014 N.A.Companies Act, 1956 section 303 of the Companies Act, 1956. imposed: Rs 15000 by Company Law Board

Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 29/04/2014 N.A.Companies Act, 1956 section 224 (8) of the Companies Act, imposed: Rs 15000 by Company Law Board

1956. Date of Hearing 05/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 01/05/2014 N.A.Companies Act, 1956 section 209 (1) of the Companies Act, imposed: Rs 4,000 by Company Law Board

1956. Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 01/05/2014 N.A.Companies Act, 1956 section 212 of the Companies Act, 1956. imposed: Rs 1,500 by Company Law Board

Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 150/151 of the Companies Act, imposed: Rs 12,000 by Company Law Board

1956. Date of Hearing 01/05/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 18/07/2014 N.A.Companies Act, 1956 section 143 of the Companies Act, 1956. imposed: Rs 25000 by Regional Director Board

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 18/07/2014 N.A.Companies Act, 1956 section 193 of the Companies Act, 1956. imposed: Rs 600 by Regional Director Board

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 302(1) of the Companies Act, imposed: Rs 12000 by Company Law Board

1956. Date of Hearing 01/05/2014

C. Remuneration to Key Managerial Personnel other than MD/Managers/WTD

(In Rs)

Sr. No Particulars of Remuneration Key Managerial Personnel

CS Gaurav Yadav TOTAL

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the 4,20,000 4,20,000Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - -

2 Stock Option -

3 Sweat Equity -

4 Commission- as % of profit- others, specify… - -

5 Others, please specify - -

Total 4,20,000 4,20,000

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the

A. Company

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding U/s 621 A (4) (a) of the The Register of Contract as specified Compounding Fees Order Passed on 20/02/2015 N.A. Companies Act, 1956 under section 301(2) is not maintained imposed: Rs 22,500 by Company Law Board

Date of Hearing 23/01/2015

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 30/05/2014 N.A.Companies Act, 1956 section 314 of the Companies Act, 1956. imposed: Rs 72,000 by Company Law Board

Date of Hearing 01/05/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 15/05/2014 N.A. Companies Act, 1956 section 303 of the Companies Act, 1956. imposed: Rs 30,000 by Company Law Board

Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 29/04/2014 N.A.Companies Act, 1956 section 224 (8) of the Companies Act, imposed: Rs 45,000 by Company Law Board

1956. Date of Hearing 05/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 150/151 of the Companies Act, imposed: Rs 25,000 by Company Law Board

1956. Date of Hearing 01/05/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 18/07/2014 N.A.Companies Act, 1956 section 143 of the Companies Act, 1956. imposed: Rs 25000 by Regional Director

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 15/05/2014 N.A.Companies Act, 1956 section 193 of the Companies Act, 1956. imposed: Rs 500 by Regional Director

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 302(1) of the Companies Act, imposed: Rs 12000 by Company Law Board

1956. Date of Hearing 01/05/2014

B. DIRECTORS

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding U/s 621 A (4) (a) of the The Register of Contract as specified Compounding Fees Order Passed on 20/02/2015 N.A.Companies Act, 1956 under section 301 (2) is not maintained imposed: Rs 67,500 by Company Law Board

Date of Hearing 23/01/2015

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 30/05/2014 N.A.Companies Act, 1956 section 314 of the Companies Act, 1956. imposed: Rs 1,53,000 by Company Law Board

Date of Hearing 01/05/2014

Brief Description Details of Penalty/ Authority (RD/NCLT/COURT) Appeal Companies Act Punishment/Compounding Made if any

fees imposed (give details)

Richa Industries Limited

27st21 Annual Report 2014-1526 st21 Annual Report 2014-15

U/s 621 A of the There is a violation of the provision of Compounding Fees Order Passed on 26/05/2014 N.A.Companies Act, 1956 section 211 read with (3A), (3B) and (3C) imposed: 105000 by Company Law Board

Date of Hearing 05/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 15/05/2014 N.A.Companies Act, 1956 section 303 of the Companies Act, 1956. imposed: Rs 66,000 by Company Law Board

Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 29/05/2014 N.A.Companies Act, 1956 section 224 (8) of the Companies Act, imposed: Rs 90,000 by Company Law Board

1956. Date of Hearing 05/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 01/05/2014 N.A.Companies Act, 1956 section 209 (1) of the Companies Act, imposed: Rs 11,000 by Company Law Board

1956. Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 01/05/2014 N.A.Companies Act, 1956 section 212 of the Companies Act, 1956. imposed: Rs 7000 by Company Law Board

Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 150/151 of the Companies Act, imposed: Rs 55,000 by Company Law Board

1956. Date of Hearing 01/05/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 18/07/2014 N.A.Companies Act, 1956 section 143 of the Companies Act, 1956. imposed: Rs 37,500 by Regional Director Board

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 15/05/2014 N.A.Companies Act, 1956 section 193 of the Companies Act, 1956. imposed: Rs 900 by Regional Director Board

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 302(1) of the Companies Act, imposed: Rs 31500 by Company Law Board

1956. Date of Hearing 01/05/2014

C. OFFICER IN DEFAULT

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding U/s 621 A (4) (a) of the The Register of Contract as specified Compounding Fees Order Passed on 20/02/2015 N.A.Companies Act, 1956 under section 301 (2) is not maintained imposed: Rs 37,500 by Company Law Board

Date of Hearing 23/01/2015

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 30/05/2014 N.A.Companies Act, 1956 section 314 of the Companies Act, 1956. imposed: Rs 14,000 by Company Law Board

Date of Hearing 01/05/2014

U/s 621 A of the There is a violation of the provision of Compounding Fees Order Passed on 26/05/2014 N.A. Companies Act, 1956 section 211 (3A), (3B) and (3C) Date of imposed: Rs 45000 by Company Law Board

Hearing 05/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 15/05/2014 N.A.Companies Act, 1956 section 303 of the Companies Act, 1956. imposed: Rs 15000 by Company Law Board

Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 29/04/2014 N.A.Companies Act, 1956 section 224 (8) of the Companies Act, imposed: Rs 15000 by Company Law Board

1956. Date of Hearing 05/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 01/05/2014 N.A.Companies Act, 1956 section 209 (1) of the Companies Act, imposed: Rs 4,000 by Company Law Board

1956. Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 01/05/2014 N.A.Companies Act, 1956 section 212 of the Companies Act, 1956. imposed: Rs 1,500 by Company Law Board

Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 150/151 of the Companies Act, imposed: Rs 12,000 by Company Law Board

1956. Date of Hearing 01/05/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 18/07/2014 N.A.Companies Act, 1956 section 143 of the Companies Act, 1956. imposed: Rs 25000 by Regional Director Board

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 18/07/2014 N.A.Companies Act, 1956 section 193 of the Companies Act, 1956. imposed: Rs 600 by Regional Director Board

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 302(1) of the Companies Act, imposed: Rs 12000 by Company Law Board

1956. Date of Hearing 01/05/2014

C. Remuneration to Key Managerial Personnel other than MD/Managers/WTD

(In Rs)

Sr. No Particulars of Remuneration Key Managerial Personnel

CS Gaurav Yadav TOTAL

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the 4,20,000 4,20,000Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - -

2 Stock Option -

3 Sweat Equity -

4 Commission- as % of profit- others, specify… - -

5 Others, please specify - -

Total 4,20,000 4,20,000

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the

A. Company

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding U/s 621 A (4) (a) of the The Register of Contract as specified Compounding Fees Order Passed on 20/02/2015 N.A. Companies Act, 1956 under section 301(2) is not maintained imposed: Rs 22,500 by Company Law Board

Date of Hearing 23/01/2015

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 30/05/2014 N.A.Companies Act, 1956 section 314 of the Companies Act, 1956. imposed: Rs 72,000 by Company Law Board

Date of Hearing 01/05/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 15/05/2014 N.A. Companies Act, 1956 section 303 of the Companies Act, 1956. imposed: Rs 30,000 by Company Law Board

Date of Hearing 11/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 29/04/2014 N.A.Companies Act, 1956 section 224 (8) of the Companies Act, imposed: Rs 45,000 by Company Law Board

1956. Date of Hearing 05/03/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 150/151 of the Companies Act, imposed: Rs 25,000 by Company Law Board

1956. Date of Hearing 01/05/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 18/07/2014 N.A.Companies Act, 1956 section 143 of the Companies Act, 1956. imposed: Rs 25000 by Regional Director

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 15/05/2014 N.A.Companies Act, 1956 section 193 of the Companies Act, 1956. imposed: Rs 500 by Regional Director

Date of Hearing 24/04/2014

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 27/05/2014 N.A.Companies Act, 1956 section 302(1) of the Companies Act, imposed: Rs 12000 by Company Law Board

1956. Date of Hearing 01/05/2014

B. DIRECTORS

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding U/s 621 A (4) (a) of the The Register of Contract as specified Compounding Fees Order Passed on 20/02/2015 N.A.Companies Act, 1956 under section 301 (2) is not maintained imposed: Rs 67,500 by Company Law Board

Date of Hearing 23/01/2015

U/s 621 A (4) (a) of the There is a violation of the provision of Compounding Fees Order Passed on 30/05/2014 N.A.Companies Act, 1956 section 314 of the Companies Act, 1956. imposed: Rs 1,53,000 by Company Law Board

Date of Hearing 01/05/2014

Brief Description Details of Penalty/ Authority (RD/NCLT/COURT) Appeal Companies Act Punishment/Compounding Made if any

fees imposed (give details)

Richa Industries Limited

27st21 Annual Report 2014-1526 st21 Annual Report 2014-15

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:

(i) Textile Committee Act,1963

(ii) Textile (Development & Regulation) Order, 2001

(iii) 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(Not notified hence not applicable to the Company during the Audit Period).

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange

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

I further report that

The 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.

I further report that during the audit period the Company passed the Special Resolutions in supersession of earlier Ordinary Resolutions authorizing the borrowing limit of Rs.1000 crores under section 180(1)(c) and creation of mortgage and/or charge on the immovable and movable properties of the company in favor of lenders to secure the financial assistance under section 180(1)(a) of the Companies Act, 2013;

For Deepak Singh &Associates

Deepak Deewan Singh

ProprietorthDATE : 29 May, 2015 ACS No.36436

PLACE : Faridabad CP No.13776

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 III

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON MARCH 31,2015

[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 Limited

Plot No.29, DLF Industrial Area,

Phase-II, Faridabad-121003

Haryana

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, agents 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, 2015 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, 2015 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 thereunder;

(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;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009(Not applicable to the Company during the Audit Period);

(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

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

Richa Industries Limited

29st21 Annual Report 2014-1528 st21 Annual Report 2014-15

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:

(i) Textile Committee Act,1963

(ii) Textile (Development & Regulation) Order, 2001

(iii) 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(Not notified hence not applicable to the Company during the Audit Period).

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange

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

I further report that

The 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.

I further report that during the audit period the Company passed the Special Resolutions in supersession of earlier Ordinary Resolutions authorizing the borrowing limit of Rs.1000 crores under section 180(1)(c) and creation of mortgage and/or charge on the immovable and movable properties of the company in favor of lenders to secure the financial assistance under section 180(1)(a) of the Companies Act, 2013;

For Deepak Singh &Associates

Deepak Deewan Singh

ProprietorthDATE : 29 May, 2015 ACS No.36436

PLACE : Faridabad CP No.13776

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 III

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON MARCH 31,2015

[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 Limited

Plot No.29, DLF Industrial Area,

Phase-II, Faridabad-121003

Haryana

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, agents 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, 2015 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, 2015 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 thereunder;

(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;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009(Not applicable to the Company during the Audit Period);

(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

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

Richa Industries Limited

29st21 Annual Report 2014-1528 st21 Annual Report 2014-15

Annexure I

Major General Acts, Laws and Regulations as applicable to the Company

1. Factories Act, 1948

2. Direct and Indirect Tax Laws

3. Laws relating to Employees, Contract Labour, Child Labour, Wages, Gratuity, Provident Fund, Bonus, Compensation, Employees State Insuranceetc.

4. Environment Protection Laws

5. Laws relating to prevention and control of Pollution

6. Indian Boilers Act, 1923

7. Land Revenue Laws of respective states

8. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rederessal) Act, 2013

9. Motor Vehicles Act, 1988

10. Competition Act, 2002

11. Laws relating to Trade Marks, Copyright, Design etc.

Annexure- II

To,

The Members,

Richa Industries Limited

Plot No.29, DLF Industrial Area,

Phase-II, Faridabad-121003

Haryana

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.

thDATE : 29 May, 2015

PLACE : Faridabad

31st21 Annual Report 2014-15

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 clause 49 of the Listing Agreement 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 Directors

Composition 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.

Richa Industries Limited

30 st21 Annual Report 2014-15

Annexure I

Major General Acts, Laws and Regulations as applicable to the Company

1. Factories Act, 1948

2. Direct and Indirect Tax Laws

3. Laws relating to Employees, Contract Labour, Child Labour, Wages, Gratuity, Provident Fund, Bonus, Compensation, Employees State Insuranceetc.

4. Environment Protection Laws

5. Laws relating to prevention and control of Pollution

6. Indian Boilers Act, 1923

7. Land Revenue Laws of respective states

8. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rederessal) Act, 2013

9. Motor Vehicles Act, 1988

10. Competition Act, 2002

11. Laws relating to Trade Marks, Copyright, Design etc.

Annexure- II

To,

The Members,

Richa Industries Limited

Plot No.29, DLF Industrial Area,

Phase-II, Faridabad-121003

Haryana

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.

thDATE : 29 May, 2015

PLACE : Faridabad

31st21 Annual Report 2014-15

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 clause 49 of the Listing Agreement 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 Directors

Composition 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.

Richa Industries Limited

30 st21 Annual Report 2014-15

32 st21 Annual Report 2014-15

Richa Industries Limited

Your Company’s Board is represented by professionally qualified Executive, Non-Executive and Independent Directors. As on 31st March 2015, the Board consists of Three Executive Directors and Three Non-executive Directors 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, 2015

Name Designation DIN Category Shareholding in Company other Indian Committees Committees

(No. of public memberships ChairmanshipsShares) companies held in all public held in all public

companies companies

Mr. Sushil Gupta Chairman and Managing Non-IndependentDirector

Dr. Sandeep Gupta Jt. Managing 00035751 Executive 1152968 2 NIL NILDirector Non-Independent

Mr. Manish Gupta* Whole time 00035828 Executive 168954 2 NIL NILDirector Non-Independent

Mr. Neeraj Bajaj# Director 00035778 Non- Executive NIL NIL NIL NILIndependent

Mr. J. P. Malhotra^ Director 00597704 Non- Executive NIL NIL NIL NILIndependent

Mr. Nitin Agarwal Director 03447905 Non- Executive NIL NIL NIL NILIndependent

Ms. Sonia Tahiliani Director 06948950 Non- Executive NIL NIL NIL NILIndependent

Notes:

#Mr. Neeraj Bajaj has resigned with effect from August 14, 2014.

^Mr. Jai Parkash Malhotra has resigned with effect from March 31, 2015.

* Mr. Manish Gupta has resigned with effect from May 11, 2015.

Ms. Sonia Tahiliani appointed as Independent Director W.e.f. August 14, 2014.

Directorship excludes Private Limited Companies, foreign companies and Alternate Directorship

Chairmanship / 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’ Profile

Brief 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 Vibhushan” award for Excellence in Industrial Performance by the Institute of Trade and Industrial Development, New Delhi in June 2005.

Directorships in No. of Board No. of Board

00035854 Executive 1055706 1 NIL NIL

33st21 Annual Report 2014-15

Dr. Sandeep Gupta

(DIN 00035751)

Dr. Sandeep Gupta is the Joint Managing Director of the Company. With more than 14 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 mobilization 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 Personal 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. Dr. Sandeep Gupta is also the Chairperson of The International Trade Council.

Mr. Manish Gupta

(DIN 00035828)

Shri Manish Gupta, aged 34 years is the Whole Time Director of your Company w.e.f. 29.12.2005. He joined the Company on July 1, 2002. He is in charge of overall working of plant including knitting, processing, dyeing and administration.His key area include development of annual marketing plan in conjunction with sales department. Evaluate customer research, market conditions, competitor data & implements marketing plan for business development. He has 10 years experience in the line of textile industry. He has done - B.Tech in Textile Chemistry from Shivaji University, DKTE, Ichalkaranji, Maharashtra.

Ms. Sonia Tahiliani

(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 New Delhi.

Mr. Nitin Aggarwal

(DIN 03447905)

Mr. Nitin Agarwal aged about 38 years, has an experience of over 11 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.

Mr. J.P Malhotra

(DIN 00597704)

Mr. Jai Parkash Malhotra aged 66 years, has an experience of over 44 years in manufacturing industry. He has done - B.E. (Mechanical) from Delhi University. He is an expert in Manufacturing of valves and related activities. He was awarded as outstanding entrepreneur small scale industry for the State of Haryana by President of India and also awarded as eminent Engineer by Institution of Engineers in 2006. He was the president of Faridabad Chamber of Commerce & Industries. He joined us in June, 2008 and

stresigned on 31 March, 2015.

Independent Directors

The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149 (6) of the Companies Act, 2013 and rules made thereunder and meet with requirement of Clause 49 of the Listing Agreement entered with the Stock Exchange.

Board Procedure

The 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.

32 st21 Annual Report 2014-15

Richa Industries Limited

Your Company’s Board is represented by professionally qualified Executive, Non-Executive and Independent Directors. As on 31st March 2015, the Board consists of Three Executive Directors and Three Non-executive Directors 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, 2015

Name Designation DIN Category Shareholding in Company other Indian Committees Committees

(No. of public memberships ChairmanshipsShares) companies held in all public held in all public

companies companies

Mr. Sushil Gupta Chairman and Managing Non-IndependentDirector

Dr. Sandeep Gupta Jt. Managing 00035751 Executive 1152968 2 NIL NILDirector Non-Independent

Mr. Manish Gupta* Whole time 00035828 Executive 168954 2 NIL NILDirector Non-Independent

Mr. Neeraj Bajaj# Director 00035778 Non- Executive NIL NIL NIL NILIndependent

Mr. J. P. Malhotra^ Director 00597704 Non- Executive NIL NIL NIL NILIndependent

Mr. Nitin Agarwal Director 03447905 Non- Executive NIL NIL NIL NILIndependent

Ms. Sonia Tahiliani Director 06948950 Non- Executive NIL NIL NIL NILIndependent

Notes:

#Mr. Neeraj Bajaj has resigned with effect from August 14, 2014.

^Mr. Jai Parkash Malhotra has resigned with effect from March 31, 2015.

* Mr. Manish Gupta has resigned with effect from May 11, 2015.

Ms. Sonia Tahiliani appointed as Independent Director W.e.f. August 14, 2014.

Directorship excludes Private Limited Companies, foreign companies and Alternate Directorship

Chairmanship / 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’ Profile

Brief 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 Vibhushan” award for Excellence in Industrial Performance by the Institute of Trade and Industrial Development, New Delhi in June 2005.

Directorships in No. of Board No. of Board

00035854 Executive 1055706 1 NIL NIL

33st21 Annual Report 2014-15

Dr. Sandeep Gupta

(DIN 00035751)

Dr. Sandeep Gupta is the Joint Managing Director of the Company. With more than 14 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 mobilization 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 Personal 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. Dr. Sandeep Gupta is also the Chairperson of The International Trade Council.

Mr. Manish Gupta

(DIN 00035828)

Shri Manish Gupta, aged 34 years is the Whole Time Director of your Company w.e.f. 29.12.2005. He joined the Company on July 1, 2002. He is in charge of overall working of plant including knitting, processing, dyeing and administration.His key area include development of annual marketing plan in conjunction with sales department. Evaluate customer research, market conditions, competitor data & implements marketing plan for business development. He has 10 years experience in the line of textile industry. He has done - B.Tech in Textile Chemistry from Shivaji University, DKTE, Ichalkaranji, Maharashtra.

Ms. Sonia Tahiliani

(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 New Delhi.

Mr. Nitin Aggarwal

(DIN 03447905)

Mr. Nitin Agarwal aged about 38 years, has an experience of over 11 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.

Mr. J.P Malhotra

(DIN 00597704)

Mr. Jai Parkash Malhotra aged 66 years, has an experience of over 44 years in manufacturing industry. He has done - B.E. (Mechanical) from Delhi University. He is an expert in Manufacturing of valves and related activities. He was awarded as outstanding entrepreneur small scale industry for the State of Haryana by President of India and also awarded as eminent Engineer by Institution of Engineers in 2006. He was the president of Faridabad Chamber of Commerce & Industries. He joined us in June, 2008 and

stresigned on 31 March, 2015.

Independent Directors

The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149 (6) of the Companies Act, 2013 and rules made thereunder and meet with requirement of Clause 49 of the Listing Agreement entered with the Stock Exchange.

Board Procedure

The 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.

34 st21 Annual Report 2014-15

Richa Industries Limited

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.

The Board’s role, functions, responsibility and accountability are clearly defined. In addition to statutory matters requiring Board’s approval, all major decisions involving policy formulation, strategy and business plans, annual operating and capital expenditure budgets, formation/ reconstitution of Board Committees, terms of reference of Board Committees,new investments, details of joint ventures, sale of business unit/ division, compliance with statutory/regulatory requirements, major accounting provisions and write-offs are considered 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 2014-15 is given below:

Name of the Director Attendance of meetings during 2014-15

Board Meetings Last AGM

Mr. Sushil Gupta 8 Yes

Dr. Sandeep Gupta 9 Yes

Mr. Manish Gupta* 8 Yes

Mr. Neeraj Bajaj# 2 No

Mr. J. P. Malhotra^ 7 Yes

Mr. Nitin Agarwal 7 Yes

Ms. Sonia Tahiliani 7 Yes

# Mr. Neeraj Bajaj resigned from the Board on August 14, 2014. (2 meeting were held during his tenure)

^Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015. (9 meeting were held during his tenure)

*Mr. Manish Gupta has resigned with effect from May 11, 2015

Number of Board Meetings held with dates

Nine 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:

Date Board Strength Number of Directors Present

May 30, 2014 6 5

August 14, 2014 6 5

September 4, 2014 6 5

November 14, 2014 6 5

December 22, 2014 6 5

February 09, 2015 6 5

February 13, 2015 6 5

March 27, 2015 6 5

March 31, 2015 6 6

Selection of Agenda Items for Board Meetings

All 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.

35st21 Annual Report 2014-15

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 thereon.

• Capital budgets and updates, if any.

• Quarterly results of the Company and its operating divisions or business segments.

• Minutes of meetings of Audit Committee and other Committees of the Board.

• Legal compliance report and certificate

• Appointment or removal of the Key Managerial Personnel

• Show cause, demand, prosecution notices and penalty notices issued, if any against the Company having material impact.

• Fatal or serious accidents, dangerous occurrences, material effluent or pollution problems, if any.

• Any material default in financial obligations to or by the Company, or substantial non-recoveries against sale, if any.

• 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, if any.

• Details of any joint venture or collaboration agreement, if any.

• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property, if any.

• 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., if any.

• Sale of material, nature of investment, subsidiaries, assets, which is not in normal course of business, if any.

• 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 delay in share transfer, etc.

Recording Meetings of proceedings at Board and Committee Meetings

The 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 follow up Mechanism

Important 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.

3. Terms of References and other details of Board Committees

Audit Committee

Composition

The 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 clause 49 of the Listing Agreement. All these Directors possess adequate knowledge of corporate finance, accounts and Company law.

34 st21 Annual Report 2014-15

Richa Industries Limited

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.

The Board’s role, functions, responsibility and accountability are clearly defined. In addition to statutory matters requiring Board’s approval, all major decisions involving policy formulation, strategy and business plans, annual operating and capital expenditure budgets, formation/ reconstitution of Board Committees, terms of reference of Board Committees,new investments, details of joint ventures, sale of business unit/ division, compliance with statutory/regulatory requirements, major accounting provisions and write-offs are considered 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 2014-15 is given below:

Name of the Director Attendance of meetings during 2014-15

Board Meetings Last AGM

Mr. Sushil Gupta 8 Yes

Dr. Sandeep Gupta 9 Yes

Mr. Manish Gupta* 8 Yes

Mr. Neeraj Bajaj# 2 No

Mr. J. P. Malhotra^ 7 Yes

Mr. Nitin Agarwal 7 Yes

Ms. Sonia Tahiliani 7 Yes

# Mr. Neeraj Bajaj resigned from the Board on August 14, 2014. (2 meeting were held during his tenure)

^Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015. (9 meeting were held during his tenure)

*Mr. Manish Gupta has resigned with effect from May 11, 2015

Number of Board Meetings held with dates

Nine 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:

Date Board Strength Number of Directors Present

May 30, 2014 6 5

August 14, 2014 6 5

September 4, 2014 6 5

November 14, 2014 6 5

December 22, 2014 6 5

February 09, 2015 6 5

February 13, 2015 6 5

March 27, 2015 6 5

March 31, 2015 6 6

Selection of Agenda Items for Board Meetings

All 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.

35st21 Annual Report 2014-15

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 thereon.

• Capital budgets and updates, if any.

• Quarterly results of the Company and its operating divisions or business segments.

• Minutes of meetings of Audit Committee and other Committees of the Board.

• Legal compliance report and certificate

• Appointment or removal of the Key Managerial Personnel

• Show cause, demand, prosecution notices and penalty notices issued, if any against the Company having material impact.

• Fatal or serious accidents, dangerous occurrences, material effluent or pollution problems, if any.

• Any material default in financial obligations to or by the Company, or substantial non-recoveries against sale, if any.

• 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, if any.

• Details of any joint venture or collaboration agreement, if any.

• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property, if any.

• 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., if any.

• Sale of material, nature of investment, subsidiaries, assets, which is not in normal course of business, if any.

• 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 delay in share transfer, etc.

Recording Meetings of proceedings at Board and Committee Meetings

The 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 follow up Mechanism

Important 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.

3. Terms of References and other details of Board Committees

Audit Committee

Composition

The 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 clause 49 of the Listing Agreement. All these Directors possess adequate knowledge of corporate finance, accounts and Company law.

36 st21 Annual Report 2014-15

Richa Industries Limited

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

Name of Member Designation Category

Ms. Sonia Tahiliani* Chairman Independent Director

Mr. Jai Parkash Malhotra# Member Independent Director

Dr. Sandeep Gupta Member Executive Director

Ms. Sonia Tahiliani, who was the chairman of the Audit Committee, was present at the Twentieth Annual General Meeting of the Company held on September 13, 2014 to answer the shareholders’ queries.

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

#Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015 at the closing of Business Hours

Powers of the Audit Committee

• To investigate any activity within its terms of reference

• To seek information from any employee

• To obtain outside legal or other professional advice

• To secure attendance of outsiders with relevant expertise, if it considers necessary

Role of the Audit Committee, inter alia, includes the following:

• 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, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications 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;

37st21 Annual Report 2014-15

•

• 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;

• 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 (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) 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.

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 ATTENDANCE

The Audit Committee held five meetings during the financial year ended March 31, 2015 and the gap between two meetings did not exceed four months. The Audit Committee Meetings were held on May 30, 2014; August 14, 2014; November 14, 2014 and February 13, 2015.

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

Name of Member No. of Meetings held No. of Meetings attended Leave of absence soughtduring tenure during tenure

Ms. Sonia Tahiliani* 4 4 NIL

Mr. Neeraj Bajaj^ 2 2 NIL

Mr. Jai Parkash Malhotra# 4 2 Two

Dr. Sandeep Gupta 4 4 NIL

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

#Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015 at the closing of Business Hoursth^ Mr. Neeraj Bajaj resigned w.e.f 14 August, 2014

Scrutiny of inter-corporate loans and investments;

36 st21 Annual Report 2014-15

Richa Industries Limited

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

Name of Member Designation Category

Ms. Sonia Tahiliani* Chairman Independent Director

Mr. Jai Parkash Malhotra# Member Independent Director

Dr. Sandeep Gupta Member Executive Director

Ms. Sonia Tahiliani, who was the chairman of the Audit Committee, was present at the Twentieth Annual General Meeting of the Company held on September 13, 2014 to answer the shareholders’ queries.

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

#Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015 at the closing of Business Hours

Powers of the Audit Committee

• To investigate any activity within its terms of reference

• To seek information from any employee

• To obtain outside legal or other professional advice

• To secure attendance of outsiders with relevant expertise, if it considers necessary

Role of the Audit Committee, inter alia, includes the following:

• 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, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications 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;

37st21 Annual Report 2014-15

•

• 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;

• 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 (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) 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.

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 ATTENDANCE

The Audit Committee held five meetings during the financial year ended March 31, 2015 and the gap between two meetings did not exceed four months. The Audit Committee Meetings were held on May 30, 2014; August 14, 2014; November 14, 2014 and February 13, 2015.

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

Name of Member No. of Meetings held No. of Meetings attended Leave of absence soughtduring tenure during tenure

Ms. Sonia Tahiliani* 4 4 NIL

Mr. Neeraj Bajaj^ 2 2 NIL

Mr. Jai Parkash Malhotra# 4 2 Two

Dr. Sandeep Gupta 4 4 NIL

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

#Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015 at the closing of Business Hoursth^ Mr. Neeraj Bajaj resigned w.e.f 14 August, 2014

Scrutiny of inter-corporate loans and investments;

38 st21 Annual Report 2014-15

Richa Industries Limited

Remuneration and Nomination Committee

Constitution and Composition

Pursuant to the enactment of the Companies Act, 2013 and revision in clause 49 of the Listing Agreement mandating the constitution of Nomination and remuneration committee, the nomenclature of the erstwhile Remuneration Committee had been changed to

thNomination and Remuneration Committee by the Board of Directors of the Company on 30 May, 2014 thereby assigning the roles and responsibilities in line with the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Name of Member Designation Category

Ms. Sonia Tahiliani* Chairman Independent Director

Mr. Nitin Agarwal Member Independent Director

Mr. Jai Parkash Malhotra# Member Independent Director

The chairman of the Nomination and Remuneration Committee was present at the Twentieth Annual General Meeting of the Company held on September 13, 2014 to answer the shareholders’ queries.

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

# Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015.

The Company secretary act as a Secretary to the Committee

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 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.

MEETINGS AND ATTENDANCE

The Remuneration Committee met once during the financial year ended March 31, 2015. The Remuneration Committee meeting was held on August 14, 2014

The attendance of the member at the Remuneration Committee meeting is as under:

Name of Member No. of Meetings held No. of Meetings attended Leave of absence soughtduring tenure during tenure

Ms. Sonia Tahiliani* 1 1 NIL

Mr. Neeraj Bajaj^ 1 1 NIL

Mr. Nitin Agarwal 1 NIL NIL

Mr. Jai Parkash Malhotra# 1 1 NIL

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

#Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015 at the closing of Business Hoursth^ Mr. Neeraj Bajaj resigned w.e.f 14 August, 2014

Nomination and Remuneration Policy

A. Remuneration to Non-Executive/ Independent Directors

The remuneration / commission / sitting fees, as the case may be, to the Non-Executive / Independent Director, shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in force or as may be decided by the Committee / Board / shareholders.

An Independent Director shall not be entitled to any stock option of the Company unless otherwise permitted in terms of the Act and the Clause 49, as amended from time to time.

B. Remuneration to Managing/ Whole Time Director, KMP & Senior Management

Payment 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

39st21 Annual Report 2014-15

rules of the Company. Remuneration paid to Chairman and Managing Director and Whole-time Director(s) is recommended by the 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 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 authorised to decide the remuneration of KMP (other than Managing / Whole time Director) and Senior Management based on the standard market practice and prevailing 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 2014-15:

(a) NON EXECUTIVE DIRECTOR

(In Rs.)

Name of the Director No of shares held Sitting Fees Commission Total

Ms. Sonia Tahiliani NIL 10500 NIL 10500

Mr. Nitin Agarwal NIL 10500 NIL 10500

Mr. Jai Prakash Malhotra NIL 10500 NIL 10500

( b) EXECUTIVE DIRECTORS

Name Salary# Perquisites Provident Fund Total

Mr. Sushil Gupta 15,00,000 - 2,16,000 12,84,000

Dr. Sandeep Gupta 15,00,000 - - 15,00,000

Mr. Manish Gupta 15,00,000 - - 15,00,000

# 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 MEETING

During the year under review, the independent Directors met on March 27, 2015, 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 EVALUATION

Pursuant to the Provision of the Companies Act, 2013 and clause 49 of the Listing Agreement, 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.

38 st21 Annual Report 2014-15

Richa Industries Limited

Remuneration and Nomination Committee

Constitution and Composition

Pursuant to the enactment of the Companies Act, 2013 and revision in clause 49 of the Listing Agreement mandating the constitution of Nomination and remuneration committee, the nomenclature of the erstwhile Remuneration Committee had been changed to

thNomination and Remuneration Committee by the Board of Directors of the Company on 30 May, 2014 thereby assigning the roles and responsibilities in line with the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Name of Member Designation Category

Ms. Sonia Tahiliani* Chairman Independent Director

Mr. Nitin Agarwal Member Independent Director

Mr. Jai Parkash Malhotra# Member Independent Director

The chairman of the Nomination and Remuneration Committee was present at the Twentieth Annual General Meeting of the Company held on September 13, 2014 to answer the shareholders’ queries.

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

# Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015.

The Company secretary act as a Secretary to the Committee

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 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.

MEETINGS AND ATTENDANCE

The Remuneration Committee met once during the financial year ended March 31, 2015. The Remuneration Committee meeting was held on August 14, 2014

The attendance of the member at the Remuneration Committee meeting is as under:

Name of Member No. of Meetings held No. of Meetings attended Leave of absence soughtduring tenure during tenure

Ms. Sonia Tahiliani* 1 1 NIL

Mr. Neeraj Bajaj^ 1 1 NIL

Mr. Nitin Agarwal 1 NIL NIL

Mr. Jai Parkash Malhotra# 1 1 NIL

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

#Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015 at the closing of Business Hoursth^ Mr. Neeraj Bajaj resigned w.e.f 14 August, 2014

Nomination and Remuneration Policy

A. Remuneration to Non-Executive/ Independent Directors

The remuneration / commission / sitting fees, as the case may be, to the Non-Executive / Independent Director, shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in force or as may be decided by the Committee / Board / shareholders.

An Independent Director shall not be entitled to any stock option of the Company unless otherwise permitted in terms of the Act and the Clause 49, as amended from time to time.

B. Remuneration to Managing/ Whole Time Director, KMP & Senior Management

Payment 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

39st21 Annual Report 2014-15

rules of the Company. Remuneration paid to Chairman and Managing Director and Whole-time Director(s) is recommended by the 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 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 authorised to decide the remuneration of KMP (other than Managing / Whole time Director) and Senior Management based on the standard market practice and prevailing 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 2014-15:

(a) NON EXECUTIVE DIRECTOR

(In Rs.)

Name of the Director No of shares held Sitting Fees Commission Total

Ms. Sonia Tahiliani NIL 10500 NIL 10500

Mr. Nitin Agarwal NIL 10500 NIL 10500

Mr. Jai Prakash Malhotra NIL 10500 NIL 10500

( b) EXECUTIVE DIRECTORS

Name Salary# Perquisites Provident Fund Total

Mr. Sushil Gupta 15,00,000 - 2,16,000 12,84,000

Dr. Sandeep Gupta 15,00,000 - - 15,00,000

Mr. Manish Gupta 15,00,000 - - 15,00,000

# 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 MEETING

During the year under review, the independent Directors met on March 27, 2015, 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 EVALUATION

Pursuant to the Provision of the Companies Act, 2013 and clause 49 of the Listing Agreement, 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.

40 st21 Annual Report 2014-15

Richa Industries Limited

Stakeholders Relationship Committee

Composition

In terms of the provision of the Section 178 (5), 178 (6) of the Companies Act, 2013 read with clause49 of the Listing Agreement, the thBoard of Directors in its meeting held on 30 May, 2014 changed the nomenclature of the erstwhile Shareholders/Investor Grievance

Committee to stakeholder Relationship committee with the revised term of reference.

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 also monitors the implementation and compliance with the Company’s Code of conduct for prohibition of Insider Trading.

The Committee Comprises of Three Directors, Ms. Sonia Tahiliani, Independent Director is the Chairman of the Committee.

Name of Member Designation Category

Ms. Sonia Tahiliani* Chairman Independent Director

Mr. Nitin Agarwal Member Independent Director

Mr. Jai Parkash Malhotra# Member Independent Director

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

# Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015.

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.

Meetings:

Four Committee Meetings were held during the year on May 30, 2014, August 14, 2014, November 14, 2014 and February 13, 2015, The attendance of each member as at March 31, 2015 is as given below:

Name of Member No. of Meetings held No. of Meetings attended Leave of absence soughtduring tenure during tenure

Ms. Sonia Tahiliani* 4 4 NIL

Mr. Neeraj Bajaj^ 2 2 NIL

Mr. Nitin Agarwal 4 4 NIL

Mr. Jai Parkash Malhotra# 4 2 Two

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

#Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015 at the closing of Business Hoursth^ Mr. Neeraj Bajaj resigned w.e.f 14 August, 2014

Compliance Officer

Mr. Gaurav Yadav, the Company Secretary is the Compliance Officer for complying with the requirements of the Listing Agreement with the Stock Exchange and requirements of SEBI (Prohibition of Insider Trading) Regulation, 1992.

41st21 Annual Report 2014-15

Complaints from Investors

No. of complaints pending at the beginning of the year : Nil

No. of complaints received by correspondence during the year ended 31.03.2015 : 02

No. of complaints received for Refund Instrument correction during the year : Nil

No. of complaints received from B.S.E during the year : Nil

No. of complaints received from SEBI during the year : Nil

No. of complaints resolved / replied during the year : 02

*No. of Investors complaints pending at the ending of the year 31.03.2015 : 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 Manual

The 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 and Policy on Prohibition of Insider Trading. These policies are regularly monitored and reviewed.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Constitution and Composition

The Corporate Social Responsibility Committee (CSR Committee) of the Board of Directors of the Company had been constituted by ththe Board on 30 May, 2014 as required under the provision of the Companies Act, 2013.

The Composition of CSR Committee is as follows:

Name of Member Designation

Mr. Sandeep Gupta Chairman

Mr. Sushil Gupta Member

Mr. Nitin Agarwal Member

4. GENERAL BODY MEETINGS

Annual General Meetings

The details of last three Annual General Meetings of the Company are given hereunder:

Year AGM Date Time Venue Special Resolutionpassedth th2011-12 18 AGM 15 September, 2012 10:00 a.m. Hotel Delight, 17-18, Neelam None

Bata Road, N.I.T. Faridabadth th2012-13 19 AGM 13 September, 2013 10.00 a.m. Hotel Delight, 17-18, Neelam None

Bata Road, N.I.T. Faridabad.th th2013-14 20 AGM 13 September,2014 10.30 a.m. Hotel Delight, 17-18, Neelam Five

Bata Road, N.I.T. Faridabad.

Postal Ballot

During the year, pursuant to the provision of Section 110 of the Companies Act, 2013 read with Companies (Management and

Administration) rules, 2014, the Company has not passed any resolutions through Postal Ballot.

Extraordinary General Meeting

No Extraordinary General Meeting was held during the financial year 2014-15.

40 st21 Annual Report 2014-15

Richa Industries Limited

Stakeholders Relationship Committee

Composition

In terms of the provision of the Section 178 (5), 178 (6) of the Companies Act, 2013 read with clause49 of the Listing Agreement, the thBoard of Directors in its meeting held on 30 May, 2014 changed the nomenclature of the erstwhile Shareholders/Investor Grievance

Committee to stakeholder Relationship committee with the revised term of reference.

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 also monitors the implementation and compliance with the Company’s Code of conduct for prohibition of Insider Trading.

The Committee Comprises of Three Directors, Ms. Sonia Tahiliani, Independent Director is the Chairman of the Committee.

Name of Member Designation Category

Ms. Sonia Tahiliani* Chairman Independent Director

Mr. Nitin Agarwal Member Independent Director

Mr. Jai Parkash Malhotra# Member Independent Director

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

# Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015.

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.

Meetings:

Four Committee Meetings were held during the year on May 30, 2014, August 14, 2014, November 14, 2014 and February 13, 2015, The attendance of each member as at March 31, 2015 is as given below:

Name of Member No. of Meetings held No. of Meetings attended Leave of absence soughtduring tenure during tenure

Ms. Sonia Tahiliani* 4 4 NIL

Mr. Neeraj Bajaj^ 2 2 NIL

Mr. Nitin Agarwal 4 4 NIL

Mr. Jai Parkash Malhotra# 4 2 Two

*Ms. Sonia Tahiliani was appointed as chairman of the Committee on August 14, 2014.

#Mr. Jai Parkash Malhotra resigned from the Board on March 31, 2015 at the closing of Business Hoursth^ Mr. Neeraj Bajaj resigned w.e.f 14 August, 2014

Compliance Officer

Mr. Gaurav Yadav, the Company Secretary is the Compliance Officer for complying with the requirements of the Listing Agreement with the Stock Exchange and requirements of SEBI (Prohibition of Insider Trading) Regulation, 1992.

41st21 Annual Report 2014-15

Complaints from Investors

No. of complaints pending at the beginning of the year : Nil

No. of complaints received by correspondence during the year ended 31.03.2015 : 02

No. of complaints received for Refund Instrument correction during the year : Nil

No. of complaints received from B.S.E during the year : Nil

No. of complaints received from SEBI during the year : Nil

No. of complaints resolved / replied during the year : 02

*No. of Investors complaints pending at the ending of the year 31.03.2015 : 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 Manual

The 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 and Policy on Prohibition of Insider Trading. These policies are regularly monitored and reviewed.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Constitution and Composition

The Corporate Social Responsibility Committee (CSR Committee) of the Board of Directors of the Company had been constituted by ththe Board on 30 May, 2014 as required under the provision of the Companies Act, 2013.

The Composition of CSR Committee is as follows:

Name of Member Designation

Mr. Sandeep Gupta Chairman

Mr. Sushil Gupta Member

Mr. Nitin Agarwal Member

4. GENERAL BODY MEETINGS

Annual General Meetings

The details of last three Annual General Meetings of the Company are given hereunder:

Year AGM Date Time Venue Special Resolutionpassedth th2011-12 18 AGM 15 September, 2012 10:00 a.m. Hotel Delight, 17-18, Neelam None

Bata Road, N.I.T. Faridabadth th2012-13 19 AGM 13 September, 2013 10.00 a.m. Hotel Delight, 17-18, Neelam None

Bata Road, N.I.T. Faridabad.th th2013-14 20 AGM 13 September,2014 10.30 a.m. Hotel Delight, 17-18, Neelam Five

Bata Road, N.I.T. Faridabad.

Postal Ballot

During the year, pursuant to the provision of Section 110 of the Companies Act, 2013 read with Companies (Management and

Administration) rules, 2014, the Company has not passed any resolutions through Postal Ballot.

Extraordinary General Meeting

No Extraordinary General Meeting was held during the financial year 2014-15.

42 st21 Annual Report 2014-15

Richa Industries Limited

5. Disclosure

a) 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. Further, the Company has formulated a policy on materiality of Related Part transactions in accordance with the clause 49 of the Listing Agreement.

b) Disclosure of Accounting Treatment

In 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.

c) Risk Management

Business 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.

d) Details of non compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years.

The Company has complied with all the requirements of the Listing Agreement entered into with Bombay Stock Exchange as well as the regulations and guidelines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or the Sock Exchange or any statutory authority for non-compliance of any matter related to the capital market since the listing of the Company.

e) Management Discussion & Analysis Report

A detailed review of the progress of the project and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange, is presented in a separate section forming part of this Annual Report.

f) Code of Conduct and Corporate ethics

As 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 Policy

g) Whistle Bowler Policy/Vigil Mechanism

The Whistle Bowler Policy / Vigil Mechanism of the Company as Per Clause 49 of the Listing Agreement and Sections 177 of the Companies Act, 2013 .The Company has adopted “Whistle Blower Policy”. During the year, No unethical behavior has been reported. No personnel have been denied access to the Audit Committee.

h) CEO/CFO Certification

Certificate from Mr. Sushil Gupta, Chairman and Managing Director and Mr. Sandeep Gupta, Joint Managing Director & CFO in terms of Clause 49 (IX) of the Listing Agreement with the Stock Exchange for the financial year ended 31 March,

th2015 was placed before the Board of Directors of the Company in its meeting held on 29 May, 2015

i) Legal Compliance Reporting

As required under Clause 49 of the Listing agreement, the Board periodically reviews compliance of various laws applicable to the Company

43st21 Annual Report 2014-15

j) Mandatory Requirements

Particulars Clause of Listing Compliance agreement Status

II. Board of Directors 49 (II)

(A) Composition of Board 49 (IIA) Yes

(B) Independent Director 49 (IIB) Yes

(c) Non-executive Directors’ compensation & disclosures 49 (IIC) Yes

(D) Other provisions as to Board and Committees 49 (IID) Yes

(E) Code of Conduct 49 (IIE) Yes

(F) Whistle Blower Policy 49 (IIF) Yes

III. Audit Committee 49(III) Yes

(A) Qualified & Independent Audit Committee 49(IIIA) Yes

(B) Meeting of Audit Committee 49(IIIB) Yes

(C) Powers of Audit Committee 49(IIIC) Yes

(D) Role of Audit Committee 49(IIID) Yes

(E) Review of Information by Audit Committee 49(IIIE) Yes

IV. Nomination and Remuneration Committee 49(IV) Yes

V. Subsidiary Companies 49(V) N.A.

VI. Risk Management 49(VI) Yes

VII. Related Party Transactions 49(VII) Yes

VIII. Disclosures 49(VIII)

(A) Related Party transaction 49(VIII A) Yes

(B) Disclosure of Accounting treatment 49(VIII B) Yes

(C) Remuneration of Directors 49(VIII C) Yes

(D) Management 49(VIII D) Yes

(E) Shareholders 49(VIII E) Yes

(F) Proceeds from public issues, right issues, preferential issues etc. 49(VIII F) N.A.

IX. CEO/CFO Certification 49(IX) Yes

X. Report on Corporate Governance 49(X) Yes

XI. Compliance 49(XI) Yes

k) Non-Mandatory Requirements

Adoption of non-mandatory requirements of Clause 49 of the Listing Agreement is being reviewed by the Board from time

to time.

l) Means of Communication

• Quarterly Results: The Company Quarterly results are published in Financial Express/Business Standard and

Jansatta and are displayed on its website i.e. (www.richa.in). the approved financial results are sent forthwith to

the Bombay Stock Exchange. In addition, the same are published in a Local language Newspaper, with in forty-

eight hours of approval thereof.

• Presentation to Institutional Investors/ Analysts: No formal presentations or analysis were made to the institutional

investors during the year under review.

42 st21 Annual Report 2014-15

Richa Industries Limited

5. Disclosure

a) 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. Further, the Company has formulated a policy on materiality of Related Part transactions in accordance with the clause 49 of the Listing Agreement.

b) Disclosure of Accounting Treatment

In 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.

c) Risk Management

Business 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.

d) Details of non compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years.

The Company has complied with all the requirements of the Listing Agreement entered into with Bombay Stock Exchange as well as the regulations and guidelines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or the Sock Exchange or any statutory authority for non-compliance of any matter related to the capital market since the listing of the Company.

e) Management Discussion & Analysis Report

A detailed review of the progress of the project and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange, is presented in a separate section forming part of this Annual Report.

f) Code of Conduct and Corporate ethics

As 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 Policy

g) Whistle Bowler Policy/Vigil Mechanism

The Whistle Bowler Policy / Vigil Mechanism of the Company as Per Clause 49 of the Listing Agreement and Sections 177 of the Companies Act, 2013 .The Company has adopted “Whistle Blower Policy”. During the year, No unethical behavior has been reported. No personnel have been denied access to the Audit Committee.

h) CEO/CFO Certification

Certificate from Mr. Sushil Gupta, Chairman and Managing Director and Mr. Sandeep Gupta, Joint Managing Director & CFO in terms of Clause 49 (IX) of the Listing Agreement with the Stock Exchange for the financial year ended 31 March,

th2015 was placed before the Board of Directors of the Company in its meeting held on 29 May, 2015

i) Legal Compliance Reporting

As required under Clause 49 of the Listing agreement, the Board periodically reviews compliance of various laws applicable to the Company

43st21 Annual Report 2014-15

j) Mandatory Requirements

Particulars Clause of Listing Compliance agreement Status

II. Board of Directors 49 (II)

(A) Composition of Board 49 (IIA) Yes

(B) Independent Director 49 (IIB) Yes

(c) Non-executive Directors’ compensation & disclosures 49 (IIC) Yes

(D) Other provisions as to Board and Committees 49 (IID) Yes

(E) Code of Conduct 49 (IIE) Yes

(F) Whistle Blower Policy 49 (IIF) Yes

III. Audit Committee 49(III) Yes

(A) Qualified & Independent Audit Committee 49(IIIA) Yes

(B) Meeting of Audit Committee 49(IIIB) Yes

(C) Powers of Audit Committee 49(IIIC) Yes

(D) Role of Audit Committee 49(IIID) Yes

(E) Review of Information by Audit Committee 49(IIIE) Yes

IV. Nomination and Remuneration Committee 49(IV) Yes

V. Subsidiary Companies 49(V) N.A.

VI. Risk Management 49(VI) Yes

VII. Related Party Transactions 49(VII) Yes

VIII. Disclosures 49(VIII)

(A) Related Party transaction 49(VIII A) Yes

(B) Disclosure of Accounting treatment 49(VIII B) Yes

(C) Remuneration of Directors 49(VIII C) Yes

(D) Management 49(VIII D) Yes

(E) Shareholders 49(VIII E) Yes

(F) Proceeds from public issues, right issues, preferential issues etc. 49(VIII F) N.A.

IX. CEO/CFO Certification 49(IX) Yes

X. Report on Corporate Governance 49(X) Yes

XI. Compliance 49(XI) Yes

k) Non-Mandatory Requirements

Adoption of non-mandatory requirements of Clause 49 of the Listing Agreement is being reviewed by the Board from time

to time.

l) Means of Communication

• Quarterly Results: The Company Quarterly results are published in Financial Express/Business Standard and

Jansatta and are displayed on its website i.e. (www.richa.in). the approved financial results are sent forthwith to

the Bombay Stock Exchange. In addition, the same are published in a Local language Newspaper, with in forty-

eight hours of approval thereof.

• Presentation to Institutional Investors/ Analysts: No formal presentations or analysis were made to the institutional

investors during the year under review.

44 st21 Annual Report 2014-15

Richa Industries Limited

•

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 posted to the shareholders of the

Company.

m) Green Initiative

In support of the “Green Initiative” undertaken by Ministry of Corporate Affairs (MCA, the Company had sent soft copies of

Annual Reports for the year 2013-14 to all those shareholders whose e-mail addresses were made available to the

Registrar and Trnasfer Agents (RTA). Physical copies were sent to only those shareholders whose e-mail addresses

were not available.

6. General Shareholder Information

Company Registration Details

The 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

Annual General Meeting

The forthcoming AGM of the Company shall be held at 10.30 A.M. on Friday, September 11, 2015 at Hotel Delite, 17-18, Neelam Bata

Road, N.I.T. Faridabad- 121001, (Haryana).

Financial Year

Financial year of the Company commences on 01 April and ends on 31 March.

Financial Calendar Tentative Dates

• Financial reporting for the quarter ending June 30, 2015 : Third Week of August, 2015

• Financial reporting for the half year ending September 30, 2015 : Third Week of November,2015

• Financial reporting for the quarter ending December 31, 2015 : Third week of February,2016

• Financial reporting for the year ending March 31, 2016 : End May, 2016

Dates of Book Closure

th thSeptember 5 , 2015 to September 10 , 2015 (Both days inclusive)

Listing of Equity Shares on Stock Exchanges and Stock Code and Payment of Listing Fee

The shares of the Company are listed on the following Stock Exchange

Bombay Stock Exchange Limited (ISIN: INE516H01012)

Scrip Code: 532766

Listing fees

Annual Listing fee for the financial year 2015-16 has been paid to Bombay Stock Exchange.

Payment of Depository Fees

Annual Custody/Issuer Fee for the year 2015-2016 has been paid to the NSDL and CDSL.

Website: The Company’s Website (www.richa.in) contains a separate dedicated section Investor Relations where

45st21 Annual Report 2014-15

Stock Market Data

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

MONTH RICHA SENSEX

High (Rs.) Low (Rs.) High Low

April, 2014 25.10 19.95 22,939.31 22,197.51

May, 2014 24.70 19.25 25,375.63 22,277.04

June, 2014 24.00 21.00 25,725.12 24,270.20

July, 2014 26.95 19.20 26,300.17 24,892.00

August, 2014 38.80 24.50 26,674.38 25,232.82

September, 2014 44.70 27.00 27,354.99 26,220.49

October, 2014 39.0 30.85 27,894.32 25,910.77

November, 2014 33.85 22.90 28,822.37 27,739.56

December, 2014 26.80 19.90 28,809.64 26,469.42

January, 2015 42.30 21.05 29,844.16 26,776.12

February, 2015 38.30 27.20 29,560.32 28,044.49

March, 2015 31.80 23.05 30,024.74 27,248.45

Stock Performance vis-à-vis Index

Registrar & Share Transfer Agent

M/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

ndAddress 44, Community Centre, 2 Floor, Naraina Industrial Area, Phase-INear PVR Naraina

New Delhi- 110028, India

Telephone 011-41410592-94

Fax No 011-41410591

Contact Person Mr. Bharat Bhushan

Email delhi@linkintime.co.in

Website www.linkintime.co.in

44 st21 Annual Report 2014-15

Richa Industries Limited

•

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 posted to the shareholders of the

Company.

m) Green Initiative

In support of the “Green Initiative” undertaken by Ministry of Corporate Affairs (MCA, the Company had sent soft copies of

Annual Reports for the year 2013-14 to all those shareholders whose e-mail addresses were made available to the

Registrar and Trnasfer Agents (RTA). Physical copies were sent to only those shareholders whose e-mail addresses

were not available.

6. General Shareholder Information

Company Registration Details

The 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

Annual General Meeting

The forthcoming AGM of the Company shall be held at 10.30 A.M. on Friday, September 11, 2015 at Hotel Delite, 17-18, Neelam Bata

Road, N.I.T. Faridabad- 121001, (Haryana).

Financial Year

Financial year of the Company commences on 01 April and ends on 31 March.

Financial Calendar Tentative Dates

• Financial reporting for the quarter ending June 30, 2015 : Third Week of August, 2015

• Financial reporting for the half year ending September 30, 2015 : Third Week of November,2015

• Financial reporting for the quarter ending December 31, 2015 : Third week of February,2016

• Financial reporting for the year ending March 31, 2016 : End May, 2016

Dates of Book Closure

th thSeptember 5 , 2015 to September 10 , 2015 (Both days inclusive)

Listing of Equity Shares on Stock Exchanges and Stock Code and Payment of Listing Fee

The shares of the Company are listed on the following Stock Exchange

Bombay Stock Exchange Limited (ISIN: INE516H01012)

Scrip Code: 532766

Listing fees

Annual Listing fee for the financial year 2015-16 has been paid to Bombay Stock Exchange.

Payment of Depository Fees

Annual Custody/Issuer Fee for the year 2015-2016 has been paid to the NSDL and CDSL.

Website: The Company’s Website (www.richa.in) contains a separate dedicated section Investor Relations where

45st21 Annual Report 2014-15

Stock Market Data

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

MONTH RICHA SENSEX

High (Rs.) Low (Rs.) High Low

April, 2014 25.10 19.95 22,939.31 22,197.51

May, 2014 24.70 19.25 25,375.63 22,277.04

June, 2014 24.00 21.00 25,725.12 24,270.20

July, 2014 26.95 19.20 26,300.17 24,892.00

August, 2014 38.80 24.50 26,674.38 25,232.82

September, 2014 44.70 27.00 27,354.99 26,220.49

October, 2014 39.0 30.85 27,894.32 25,910.77

November, 2014 33.85 22.90 28,822.37 27,739.56

December, 2014 26.80 19.90 28,809.64 26,469.42

January, 2015 42.30 21.05 29,844.16 26,776.12

February, 2015 38.30 27.20 29,560.32 28,044.49

March, 2015 31.80 23.05 30,024.74 27,248.45

Stock Performance vis-à-vis Index

Registrar & Share Transfer Agent

M/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

ndAddress 44, Community Centre, 2 Floor, Naraina Industrial Area, Phase-INear PVR Naraina

New Delhi- 110028, India

Telephone 011-41410592-94

Fax No 011-41410591

Contact Person Mr. Bharat Bhushan

Email delhi@linkintime.co.in

Website www.linkintime.co.in

46 st21 Annual Report 2014-15

Richa Industries Limited

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. The Company obtains from a Company

Secretary in practice half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the

Listing agreement and files a copy of the said certificates with the Stock Exchange.

Shareholding Pattern of the Company as per category as on March 31, 2015

Distribution of Shareholding as on March 31, 2015

Category No. of Share Percentage ofHeld Shareholding

(A) Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals/ Hindu Undivided Family 4725555 21.18

(b) Bodies Corporate 8078774 36.20

Sub Total(A)(1) 12804329 57.38

2 Foreign

Sub Total(A)(2) …. ….

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 12804329 57.38

(B) Public shareholding

1 Institutions .... ….

Sub-Total (B)(1) …. ….

2 Non-institutions

(a) Bodies Corporate 1718879 7.72

(b) Individuals

I Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh* 2315364 10.38

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 4771648 21.38

(c) Any Other

(c-i) Non-Resident Indians 198783 0.88

(c-ii) Clearing Members 505997 2.26

(c-iii) Hindu Undivided Families - -

Sub-Total (B)(2) 9510671 42.62

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 9510671 42.62

TOTAL (A)+(B) 22315000 100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued …. ….

GRAND TOTAL (A)+(B)+(C) 22315000 100.00

47st21 Annual Report 2014-15

The distribution of shareholding as on 31st March, 2015 is given below:

No of Equity Share Share holders Physical Shares Total

NSDL Demat CDSL Demat

Number % of total (In Rs.) (In Rs.) (In Rs.) % to total

1 to 500 3106 71.96 83 360251 184989 2.44

501 to 1000 543 12.58 307420 154269 2.07

1001 to 2000 279 6.46 334853 112224 2.00

2001 to 3000 113 2.61 189766 100052 1.30

3001 to 4000 58 1.34 111424 98943 0.94

4001 to 5000 37 0.85 122640 52379 0.78

5001 to 10,000 67 1.55 308250 197548 2.27

10,001 to And above 113 2.61 11315309 8364600 88.19

* * TOTAL * * 4316 100.00 83 13049913 9265004 100.00

Dematerialization of shares and liquidity

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. 99.99 % of the Paid up Equity Share Capital of the Company is in the dematerialized form as on March 31, 2015.

Distribution of Shareholding as on March 31, 2015 (%)

Non-ResidentIndian, 0.88

Individuals,31.76

BodiesCorporate, 7.72

ClearingMembers, 2.26

PromoterIndividuals,21.18

PromoterBodiesCorporate, 36.2

46 st21 Annual Report 2014-15

Richa Industries Limited

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. The Company obtains from a Company

Secretary in practice half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the

Listing agreement and files a copy of the said certificates with the Stock Exchange.

Shareholding Pattern of the Company as per category as on March 31, 2015

Distribution of Shareholding as on March 31, 2015

Category No. of Share Percentage ofHeld Shareholding

(A) Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals/ Hindu Undivided Family 4725555 21.18

(b) Bodies Corporate 8078774 36.20

Sub Total(A)(1) 12804329 57.38

2 Foreign

Sub Total(A)(2) …. ….

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 12804329 57.38

(B) Public shareholding

1 Institutions .... ….

Sub-Total (B)(1) …. ….

2 Non-institutions

(a) Bodies Corporate 1718879 7.72

(b) Individuals

I Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh* 2315364 10.38

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 4771648 21.38

(c) Any Other

(c-i) Non-Resident Indians 198783 0.88

(c-ii) Clearing Members 505997 2.26

(c-iii) Hindu Undivided Families - -

Sub-Total (B)(2) 9510671 42.62

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 9510671 42.62

TOTAL (A)+(B) 22315000 100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued …. ….

GRAND TOTAL (A)+(B)+(C) 22315000 100.00

47st21 Annual Report 2014-15

The distribution of shareholding as on 31st March, 2015 is given below:

No of Equity Share Share holders Physical Shares Total

NSDL Demat CDSL Demat

Number % of total (In Rs.) (In Rs.) (In Rs.) % to total

1 to 500 3106 71.96 83 360251 184989 2.44

501 to 1000 543 12.58 307420 154269 2.07

1001 to 2000 279 6.46 334853 112224 2.00

2001 to 3000 113 2.61 189766 100052 1.30

3001 to 4000 58 1.34 111424 98943 0.94

4001 to 5000 37 0.85 122640 52379 0.78

5001 to 10,000 67 1.55 308250 197548 2.27

10,001 to And above 113 2.61 11315309 8364600 88.19

* * TOTAL * * 4316 100.00 83 13049913 9265004 100.00

Dematerialization of shares and liquidity

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. 99.99 % of the Paid up Equity Share Capital of the Company is in the dematerialized form as on March 31, 2015.

Distribution of Shareholding as on March 31, 2015 (%)

Non-ResidentIndian, 0.88

Individuals,31.76

BodiesCorporate, 7.72

ClearingMembers, 2.26

PromoterIndividuals,21.18

PromoterBodiesCorporate, 36.2

48 st21 Annual Report 2014-15

Richa Industries Limited

Equity Shares In the Suspense Account

In terms of Clause 5A (I) and Clause 5 A (II) of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the suspense accounts which were issued in Demat form and Physical form respectively

Particulars Demat Physical

Number of Number of Number of Number of Shareholders Equity Shares shareholders Equity Shares

Aggregate Number of Shareholders and the 4 835 0 0Outstanding share in the suspense Account lying as on April 1, 2014

Number of Shareholders who approached the 0 0 0 0 Company for transfer of Shares and shares transferred from suspense Account during the year

Number of Shareholders and aggregate number 0 0 0 0of shares transferred to the Unclaimed Suspense Account during the year

Aggregate Number of Shareholders and the 4 835 0 0Outstanding Shares in the Suspense Account lying as o March 31, 2015

Corporate Benefits to the Investors’

Dividend Declared for the Last 6 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

• Share of Paid up value of Rs 10 per share.

Plant Locations

The Company’s manufacturing facilities are located at the following locations:

Textile Division Construction & Engineering Division (PEB)thVillage Kawnra, Kheri-Jasana Road, 8 km Stone, Ramnagar Road,NH 121, Kashipur,

Near Lingayas Institute of Management & Technology Udam Singh Nagar, Uttrakhand-244713Faridabad-121101, Haryana

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.

49st21 Annual Report 2014-15

LINK INTIME INDIA PRIVATE LIMITED

ndAddress 44, Community Centre, 2 Floor, Naraina Industrial Area, Phase-INear PVR Naraina

New Delhi- 110028,India

Telephone 011-41410592-94

Fax No 011-41410591

Contact Person Mr. Bharat Bhushan

Email delhi@linkintime.co.in

Website www.linkintime.co.in

(b) For grievance redressal and any query on Annual Report

Secretarial Department Phone No. 91 129 4133968

Richa Industries Limited Fax No. 91129 4133969

Plot No 29, DLF Industrial Area ,Phase-II E-Mail: cs@richa.in

Faridabad-121003, Haryana Website: www.richa.in

Nomination Facility

The 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.

7. Reconciliation of Share Capital Audit

As stipulated by SEBI, a qualified Practicing Company Secretary firm carries out Reconciliation of Share Capital 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 by M/s Deepak Singh & Associates and the report thereon is submitted to the Bombay Stock Exchange. 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.

48 st21 Annual Report 2014-15

Richa Industries Limited

Equity Shares In the Suspense Account

In terms of Clause 5A (I) and Clause 5 A (II) of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the suspense accounts which were issued in Demat form and Physical form respectively

Particulars Demat Physical

Number of Number of Number of Number of Shareholders Equity Shares shareholders Equity Shares

Aggregate Number of Shareholders and the 4 835 0 0Outstanding share in the suspense Account lying as on April 1, 2014

Number of Shareholders who approached the 0 0 0 0 Company for transfer of Shares and shares transferred from suspense Account during the year

Number of Shareholders and aggregate number 0 0 0 0of shares transferred to the Unclaimed Suspense Account during the year

Aggregate Number of Shareholders and the 4 835 0 0Outstanding Shares in the Suspense Account lying as o March 31, 2015

Corporate Benefits to the Investors’

Dividend Declared for the Last 6 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

• Share of Paid up value of Rs 10 per share.

Plant Locations

The Company’s manufacturing facilities are located at the following locations:

Textile Division Construction & Engineering Division (PEB)thVillage Kawnra, Kheri-Jasana Road, 8 km Stone, Ramnagar Road,NH 121, Kashipur,

Near Lingayas Institute of Management & Technology Udam Singh Nagar, Uttrakhand-244713Faridabad-121101, Haryana

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.

49st21 Annual Report 2014-15

LINK INTIME INDIA PRIVATE LIMITED

ndAddress 44, Community Centre, 2 Floor, Naraina Industrial Area, Phase-INear PVR Naraina

New Delhi- 110028,India

Telephone 011-41410592-94

Fax No 011-41410591

Contact Person Mr. Bharat Bhushan

Email delhi@linkintime.co.in

Website www.linkintime.co.in

(b) For grievance redressal and any query on Annual Report

Secretarial Department Phone No. 91 129 4133968

Richa Industries Limited Fax No. 91129 4133969

Plot No 29, DLF Industrial Area ,Phase-II E-Mail: cs@richa.in

Faridabad-121003, Haryana Website: www.richa.in

Nomination Facility

The 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.

7. Reconciliation of Share Capital Audit

As stipulated by SEBI, a qualified Practicing Company Secretary firm carries out Reconciliation of Share Capital 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 by M/s Deepak Singh & Associates and the report thereon is submitted to the Bombay Stock Exchange. 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.

50 st21 Annual Report 2014-15

Richa Industries Limited

ToThe Board of DirectorsRicha Industries LimitedFaridabad

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER (Under Clause 49 (IX))

st1. We have reviewed the financial statements and cash flow statement of Richa Industries Limited for the year ended 31 March,2015 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;

st2. There are to the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31 March, 2015, 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; and

iii. 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 29, 2015 Joint Managing Director & CFO Chairman & Managing Director

CERTIFICATE ON COMPLIANCE WITH CODE OF CONDUCT

As provided under clause 49 of the Listing agreement with the Stock Exchanges, all Board Members and senior Management Personnel, affirmation that they have complied with the Code of Business Conduct and Ethics for Directors/Management Personnel for the financial year 2014-2015.

Place: Faridabad Sushil GuptaDate: May 29, 2015 Chairman & Managing Director

51st21 Annual Report 2014-15

AUDITORS’ CERTIFICATE ON 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,

2015 as stipulated in clause 49 of the Listing Agreement of the said Company with the stock exchange

The compliance of Conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited

to a review of the procedure and implementation thereof adopted by the Company for ensuring compliance with the conditions of the

Corporate Governance as stipulated in the said clause. 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 above mentioned Listing

Agreement.

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

CA Vijay Kumar SinglaDate: May 29, 2015 PartnerPlace: Faridabad M.No 094033

50 st21 Annual Report 2014-15

Richa Industries Limited

ToThe Board of DirectorsRicha Industries LimitedFaridabad

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER (Under Clause 49 (IX))

st1. We have reviewed the financial statements and cash flow statement of Richa Industries Limited for the year ended 31 March,2015 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;

st2. There are to the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31 March, 2015, 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; and

iii. 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 29, 2015 Joint Managing Director & CFO Chairman & Managing Director

CERTIFICATE ON COMPLIANCE WITH CODE OF CONDUCT

As provided under clause 49 of the Listing agreement with the Stock Exchanges, all Board Members and senior Management Personnel, affirmation that they have complied with the Code of Business Conduct and Ethics for Directors/Management Personnel for the financial year 2014-2015.

Place: Faridabad Sushil GuptaDate: May 29, 2015 Chairman & Managing Director

51st21 Annual Report 2014-15

AUDITORS’ CERTIFICATE ON 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,

2015 as stipulated in clause 49 of the Listing Agreement of the said Company with the stock exchange

The compliance of Conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited

to a review of the procedure and implementation thereof adopted by the Company for ensuring compliance with the conditions of the

Corporate Governance as stipulated in the said clause. 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 above mentioned Listing

Agreement.

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

CA Vijay Kumar SinglaDate: May 29, 2015 PartnerPlace: Faridabad M.No 094033

52 st21 Annual Report 2014-15

Richa Industries Limited

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, 2015, 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 7 of 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 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, 2015, and its profit and its cash flows for the year ended on that date.

53st21 Annual Report 2014-15

Report on Other Legal and Regulatory Requirements

9 As required by ‘the Companies [Auditor’s Report] Order, 2015', issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act [hereinafter referred to as “Order”], and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure 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.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) 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 onlong-term contractsincluding 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 & AssociatesChartered Accountants

Firm Registration Number: 018099N

CA Vijay Kumar SinglaDate: May 29, 2015 PartnerPlace: Faridabad M.No 094033

52 st21 Annual Report 2014-15

Richa Industries Limited

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, 2015, 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 7 of 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 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, 2015, and its profit and its cash flows for the year ended on that date.

53st21 Annual Report 2014-15

Report on Other Legal and Regulatory Requirements

9 As required by ‘the Companies [Auditor’s Report] Order, 2015', issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act [hereinafter referred to as “Order”], and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure 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.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) 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 onlong-term contractsincluding 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 & AssociatesChartered Accountants

Firm Registration Number: 018099N

CA Vijay Kumar SinglaDate: May 29, 2015 PartnerPlace: Faridabad M.No 094033

54 st21 Annual Report 2014-15

Richa Industries Limited

ANNEXURE 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 the

standalone financial statement as of and for the year ended March 31, 2015.

(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.

(ii) [a] The inventory, including stocks with certain third parties, has been physically verified by the Management during the year.

In, respect to inventories lying with third parties, these have substantially been confirmed by them. In our opinion, the

frequency of verification is reasonable.

[b] In our opinion the procedures of physical verification of inventory followed by the Management are reasonable and

adequate in relation to the size of the Company and the nature of its business.

[c] On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of

inventory. The discrepancies noticed on physical verification of inventory as compared to Book records were not

material.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms and other parties. Hence the clauses (a)

and (b) of of para 3(iii) of the order are not applicable.

(iv) In our opinion, and according to the information and explanation given to us, there is an adequate internal control system

commensurate with the size of the Company and nature of the business for the purchase of inventory and fixed assets and for

the sale of the goods and services. Further, on the basis of our examination of the books and records of the Company, and

according to the information and explanation given to us, we have neither come across, nor have been informed of, any

continuing failure to correct major weakness in the aforesaid internal control system.

(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.

(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, wealth tax, service tax, duty of customs, duty of excise, value added tax and other

material statutory dues, as applicable, with the appropriate authorities.

55st21 Annual Report 2014-15

[b] According to the information and explanations given to us and the records of the Company examined by us, the 5particulars of dues of sales tax including value added tax, duty of customs and duty of excise as at 31 t March 2015 which

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

Name of the statute Nature of dues Amount (`) Period to which the amount relates dispute is pending

Income Tax Act 1961 Income Tax and other 4,07,170.00 AY 2012-13 CIT (A) Faridabadand rules made dues u/s143(3) and thereunder 271(1)(c) 25,56,796.00 AY 2009-10 CIT(A) Faridabad

20,04,382.00 AY 2008-09 CIT(A) Faridabad

11,17,737.00 AY 2005-06 ITAT New Delhi

3,09,753.00 AY 2005-06 ITAT New Delhi

According to the information and explanations given to us and the records of the company examined by us, there are no dues of income tax, wealth tax and service tax which have not been deposited on account of any dispute.

[c] No amount is due / required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there-under for the year under consideration.

(viii) The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debentures holders as at the balance sheet date.

(x) In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantee given by the Company for loans taken by others from banks or financial institutions during the year are not prejudicial to the interest of the Company.

(xi) In our opinion, and according to the information and explanations given to us, the terms loans have been applied, on an overall basis, for the purpose for which they were obtained.

(xii) 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, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Vijay Singla & AssociatesChartered Accountants

Firm Registration Number: 018099N

CA Vijay Kumar SinglaDate: May 29, 2015 PartnerPlace: Faridabad M.No 094033

Forum where the

54 st21 Annual Report 2014-15

Richa Industries Limited

ANNEXURE 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 the

standalone financial statement as of and for the year ended March 31, 2015.

(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.

(ii) [a] The inventory, including stocks with certain third parties, has been physically verified by the Management during the year.

In, respect to inventories lying with third parties, these have substantially been confirmed by them. In our opinion, the

frequency of verification is reasonable.

[b] In our opinion the procedures of physical verification of inventory followed by the Management are reasonable and

adequate in relation to the size of the Company and the nature of its business.

[c] On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of

inventory. The discrepancies noticed on physical verification of inventory as compared to Book records were not

material.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms and other parties. Hence the clauses (a)

and (b) of of para 3(iii) of the order are not applicable.

(iv) In our opinion, and according to the information and explanation given to us, there is an adequate internal control system

commensurate with the size of the Company and nature of the business for the purchase of inventory and fixed assets and for

the sale of the goods and services. Further, on the basis of our examination of the books and records of the Company, and

according to the information and explanation given to us, we have neither come across, nor have been informed of, any

continuing failure to correct major weakness in the aforesaid internal control system.

(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.

(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, wealth tax, service tax, duty of customs, duty of excise, value added tax and other

material statutory dues, as applicable, with the appropriate authorities.

55st21 Annual Report 2014-15

[b] According to the information and explanations given to us and the records of the Company examined by us, the 5particulars of dues of sales tax including value added tax, duty of customs and duty of excise as at 31 t March 2015 which

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

Name of the statute Nature of dues Amount (`) Period to which the amount relates dispute is pending

Income Tax Act 1961 Income Tax and other 4,07,170.00 AY 2012-13 CIT (A) Faridabadand rules made dues u/s143(3) and thereunder 271(1)(c) 25,56,796.00 AY 2009-10 CIT(A) Faridabad

20,04,382.00 AY 2008-09 CIT(A) Faridabad

11,17,737.00 AY 2005-06 ITAT New Delhi

3,09,753.00 AY 2005-06 ITAT New Delhi

According to the information and explanations given to us and the records of the company examined by us, there are no dues of income tax, wealth tax and service tax which have not been deposited on account of any dispute.

[c] No amount is due / required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there-under for the year under consideration.

(viii) The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debentures holders as at the balance sheet date.

(x) In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantee given by the Company for loans taken by others from banks or financial institutions during the year are not prejudicial to the interest of the Company.

(xi) In our opinion, and according to the information and explanations given to us, the terms loans have been applied, on an overall basis, for the purpose for which they were obtained.

(xii) 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, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Vijay Singla & AssociatesChartered Accountants

Firm Registration Number: 018099N

CA Vijay Kumar SinglaDate: May 29, 2015 PartnerPlace: Faridabad M.No 094033

Forum where the

56 st21 Annual Report 2014-15

Richa Industries Limited

Particulars Note No. Figures as at31-03-2015 31-03-2014

1 EQUITY AND LIABILITESShareholders funds(a) Share Capital 1 224,019,040.00 224,019,040.00(b) Reserves and Surplus 2 906,364,995.76 834,141,106.52(c) Money Received against share warrants - -

2 Share application money pending allotment - -

3 Non-current liabilities(a) Long term borrowings 3 484,885,792.00 766,222,794.20 (b) Deferred tax liabilities(Net) 91,939,312.00 91,196,852.16 (c) Other Long term liabilities 4 166,730,326.00 60,888,439.00 (d) Long term provisions 5 15,432,752.00 11,850,773.00

4 Current Liabilities(a) Short term borrowings 6 1,265,146,932.35 1,040,380,108.96 (b) Trade payables 7 531,738,006.52 776,005,553.33 (c) Other current liabilities 7(a) 546,881,356.84 354,107,618.99 (d) Short term provisions 8 39,104,987.00 38,800,258.94

TOTAL 4,272,243,500.47 4,197,612,545.10

ASSETS

1 Non Current assets(a) Fixed assets

(i) Tangible assets 9 1,425,957,207.70 1,494,941,857.94 (ii) Intangible assets 10 5,843,226.56 8,367,869.57 (iii) Capital Work-in-progress - - (iv) Intangible assets under development 10 352,952.00 -

(b) Non current investments 11 7,200,000.00 7,200,000.00 (c) Deferred tax assets (NET) - - (d) Long term loans and advances - -(e) Other non-current assets - -

2 Current Assets(a) Current investments - -(b) Inventories 12 2,074,643,990.07 1,607,862,161.04(c) Trade receivables 13 577,338,376.60 898,754,113.54(d) Cash and cash equivalents 14 63,611,808.22 57,486,955.66(e) Short term loans and advances 15 117,295,939.32 122,999,587.35(f) Other current assets - -

TOTAL 4,272,243,500.47 4,197,612,545.10

Figures as at

Balance Sheet as at 31st March 2015

See accompanying notes to the financial statements & Significant accounting policiesAs per our report of even date attached

for Vijay Singla & Associates for and on the behalf of the Board of Directors of Chartered Accountants Richa Industries Limited Firm Registration Number : 018099N

(CA Vijay Kumar Singla)PartnerMembership Number 094033

Gaurav Yadav Dr. Sandeep Gupta Sushil Gupta Place- Faridabad Company Secretary Jt Managing Director & CFO Chairman cum Managing Director Date- 29th May 2015 M.No. 28484 DIN : 00035751 DIN : 00035854

(Amount in ` )

57st21 Annual Report 2014-15

Particulars Note No. Year Ending31-03-2015 31-03-2014

I. Revenue from operations 16 3,023,119,737.43 2,765,007,303.51

II. Other Income 17 5,666,400.19 10,415,345.60

III. Total Revenue(I+II) 3,028,786,137.62 2,775,422,649.11

IV. Expenses:

Cost of materials consumed 18 2,231,949,592.61 1,965,003,220.36

Changes in inventories of finished goods work-in-progress consumable 19 -182,877,738.09 -74,342,596.44

Employee benefits expenses 20 179,240,080.00 170,328,952.80

Finance costs 21 273,440,601.47 225,630,414.01

Depreciation and amortization expenses 22 87,819,986.42 60,905,062.44

Other cost 23 339,102,279.20 242,163,363.81

Total expenses 2,928,674,801.61 2,589,688,416.98

V Profit before exceptional and extraordinary items and tax(III-IV) 100,111,336.01 185,734,232.13

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax(v-vI)) 100,111,336.01 185,734,232.13

VIII. Extraordinary Items 24 14,602,674.64 94,459,953.45

IX. Profit before tax (VII-VIII) 85,508,661.37 91,274,278.68

X. Tax expenses:

(1) Current tax 17,825,033.00 16,384,108.94

Less MAT Credit Entitlement -7,258,116.00 -

Provision for Disputed Income Tax/Other Taxes Matters 3,839,042.00 -

(2) Deferred tax 742,459.84 -306,886.89

(3) Tax Paid for Earlier Years -1,907,376.71 -18,988,116.00

(4) Provision for Wealth Tax 43,730.00 51,040.00

XI. Profit(Loss) for the period from continuing Operations(IX-X) 72,223,889.24 94,134,132.63

XII. Profit(Loss)from discontinuing operations - -

XIII. Tax expenses of discontinuing operations - -

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

XV. Profit(Loss) for the period(XI+XIV) 72,223,889.24 94,134,132.63

XVI. Earnings per equity share:

(1) Basic 25 3.83 4.09

(2) Diluted 25 3.24 4.22

Year Ending

Statement of Profit and Loss For the Year Ended March 31, 2015

See accompanying notes to the financial statements & Significant accounting policiesAs per our report of even date attached

for Vijay Singla & Associates for and on the behalf of the Board of Directors of Chartered Accountants Richa Industries Limited Firm Registration Number : 018099N

(CA Vijay Kumar Singla)PartnerMembership Number 094033

Gaurav Yadav Dr. Sandeep Gupta Sushil Gupta Place- Faridabad Company Secretary Jt Managing Director & CFO Chairman cum Managing Director Date- 29th May 2015 M.No. 28484 DIN : 00035751 DIN : 00035854

(Amount in ` )

56 st21 Annual Report 2014-15

Richa Industries Limited

Particulars Note No. Figures as at31-03-2015 31-03-2014

1 EQUITY AND LIABILITESShareholders funds(a) Share Capital 1 224,019,040.00 224,019,040.00(b) Reserves and Surplus 2 906,364,995.76 834,141,106.52(c) Money Received against share warrants - -

2 Share application money pending allotment - -

3 Non-current liabilities(a) Long term borrowings 3 484,885,792.00 766,222,794.20 (b) Deferred tax liabilities(Net) 91,939,312.00 91,196,852.16 (c) Other Long term liabilities 4 166,730,326.00 60,888,439.00 (d) Long term provisions 5 15,432,752.00 11,850,773.00

4 Current Liabilities(a) Short term borrowings 6 1,265,146,932.35 1,040,380,108.96 (b) Trade payables 7 531,738,006.52 776,005,553.33 (c) Other current liabilities 7(a) 546,881,356.84 354,107,618.99 (d) Short term provisions 8 39,104,987.00 38,800,258.94

TOTAL 4,272,243,500.47 4,197,612,545.10

ASSETS

1 Non Current assets(a) Fixed assets

(i) Tangible assets 9 1,425,957,207.70 1,494,941,857.94 (ii) Intangible assets 10 5,843,226.56 8,367,869.57 (iii) Capital Work-in-progress - - (iv) Intangible assets under development 10 352,952.00 -

(b) Non current investments 11 7,200,000.00 7,200,000.00 (c) Deferred tax assets (NET) - - (d) Long term loans and advances - -(e) Other non-current assets - -

2 Current Assets(a) Current investments - -(b) Inventories 12 2,074,643,990.07 1,607,862,161.04(c) Trade receivables 13 577,338,376.60 898,754,113.54(d) Cash and cash equivalents 14 63,611,808.22 57,486,955.66(e) Short term loans and advances 15 117,295,939.32 122,999,587.35(f) Other current assets - -

TOTAL 4,272,243,500.47 4,197,612,545.10

Figures as at

Balance Sheet as at 31st March 2015

See accompanying notes to the financial statements & Significant accounting policiesAs per our report of even date attached

for Vijay Singla & Associates for and on the behalf of the Board of Directors of Chartered Accountants Richa Industries Limited Firm Registration Number : 018099N

(CA Vijay Kumar Singla)PartnerMembership Number 094033

Gaurav Yadav Dr. Sandeep Gupta Sushil Gupta Place- Faridabad Company Secretary Jt Managing Director & CFO Chairman cum Managing Director Date- 29th May 2015 M.No. 28484 DIN : 00035751 DIN : 00035854

(Amount in ` )

57st21 Annual Report 2014-15

Particulars Note No. Year Ending31-03-2015 31-03-2014

I. Revenue from operations 16 3,023,119,737.43 2,765,007,303.51

II. Other Income 17 5,666,400.19 10,415,345.60

III. Total Revenue(I+II) 3,028,786,137.62 2,775,422,649.11

IV. Expenses:

Cost of materials consumed 18 2,231,949,592.61 1,965,003,220.36

Changes in inventories of finished goods work-in-progress consumable 19 -182,877,738.09 -74,342,596.44

Employee benefits expenses 20 179,240,080.00 170,328,952.80

Finance costs 21 273,440,601.47 225,630,414.01

Depreciation and amortization expenses 22 87,819,986.42 60,905,062.44

Other cost 23 339,102,279.20 242,163,363.81

Total expenses 2,928,674,801.61 2,589,688,416.98

V Profit before exceptional and extraordinary items and tax(III-IV) 100,111,336.01 185,734,232.13

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax(v-vI)) 100,111,336.01 185,734,232.13

VIII. Extraordinary Items 24 14,602,674.64 94,459,953.45

IX. Profit before tax (VII-VIII) 85,508,661.37 91,274,278.68

X. Tax expenses:

(1) Current tax 17,825,033.00 16,384,108.94

Less MAT Credit Entitlement -7,258,116.00 -

Provision for Disputed Income Tax/Other Taxes Matters 3,839,042.00 -

(2) Deferred tax 742,459.84 -306,886.89

(3) Tax Paid for Earlier Years -1,907,376.71 -18,988,116.00

(4) Provision for Wealth Tax 43,730.00 51,040.00

XI. Profit(Loss) for the period from continuing Operations(IX-X) 72,223,889.24 94,134,132.63

XII. Profit(Loss)from discontinuing operations - -

XIII. Tax expenses of discontinuing operations - -

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

XV. Profit(Loss) for the period(XI+XIV) 72,223,889.24 94,134,132.63

XVI. Earnings per equity share:

(1) Basic 25 3.83 4.09

(2) Diluted 25 3.24 4.22

Year Ending

Statement of Profit and Loss For the Year Ended March 31, 2015

See accompanying notes to the financial statements & Significant accounting policiesAs per our report of even date attached

for Vijay Singla & Associates for and on the behalf of the Board of Directors of Chartered Accountants Richa Industries Limited Firm Registration Number : 018099N

(CA Vijay Kumar Singla)PartnerMembership Number 094033

Gaurav Yadav Dr. Sandeep Gupta Sushil Gupta Place- Faridabad Company Secretary Jt Managing Director & CFO Chairman cum Managing Director Date- 29th May 2015 M.No. 28484 DIN : 00035751 DIN : 00035854

(Amount in ` )

58 st21 Annual Report 2014-15

Richa Industries Limited

Cash Flow Statement For the Year Ended March 31, 2015

See accompanying notes to the financial statements & Significant accounting policiesAs per our report of even date attached

for Vijay Singla & Associates for and on the behalf of the Board of Directors of Chartered Accountants Richa Industries Limited Firm Registration Number : 018099N

(CA Vijay Kumar Singla)PartnerMembership Number 094033

Gaurav Yadav Dr. Sandeep Gupta Sushil Gupta Place- Faridabad Company Secretary Jt Managing Director & CFO Chairman cum Managing Director Date- 29th May 2015 M.No. 28484 DIN : 00035751 DIN : 00035854

59st21 Annual Report 2014-15

Annexure-1

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICESst(Annexed to and forming part of the financial statements for the year ended 31 March 2015).

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

(i) Depreciation on fixed assets is provided on the straight - line basis at the rates and in the manner prescribed in Schedule

XIV to the Companies Act 1956 over the useful life of the assets.

(ii) Effective 1st 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.

(iii) 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.

(Amount in ` )

Particular Year Ended 31-03-2015 Year Ended 31-03-2014

A CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Tax as per statement of Profit & loss 85,508,661.37 91,274,278.68Adjustment for:Depreciation 87,819,986.42 60,905,062.44Interst paid 251,390,553.98 200,798,614.05Bad Debts Written off 19,056,716.47 8,440,295.53Effect of Exchange rate Change (162,075.00) (1,450,870.05)(Profit)/Loss on sale of fixed assets 124,789.65 94,459,953.45Pre-operative Written off/Added(Net) _ _

358,229,971.52 363,153,055.42443,738,632.89 454,427,334.10

Operating profit before working capital changesAdjustment for:Trade and other receivables 308,062,668.50 (215,446,957.94)Inventories (466,781,829.03) (421,477,622.19)trade payables and Other Liabilities (199,462,056.90) 483,983,868.23

(358,181,217.43) (152,940,711.90)Cash generated from Operations 85,557,415.46 301,486,622.20Taxes Paid(Net) (12,542,312.29) 23,596,867.60NET CASH/USED IN FROM OPERATING ACTIVITIES 73,015,103.17 277,889,754.60

B CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets (17,734,841.00) (67,688,731.40)Work In Progress/ Advances for capital Gains _ _Sale of Fixed Assets 946,406.18 14,401,026.00

NET CASH /(USED IN) FROM INVESTING ACTIVITIES 5,62,26,668.35 (53,287,705.40)

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds/(Repayments)from preferential allotment of Eq Shares _ 108,229,685.00 Proceeds/(Repayments) from long term Bank Borrowings 28,571,959.00 (139,788,363.80)Proceeds/(Repayments) of Unsecured Loan (49,238,800.00) (11,974,752.00)Proceeds/(Repayments) from long term Other Borrowings (112,235,110.20) 51,334,556.00 Proceeds From/(Repayments of) Short Term Borrowings 224,766,823.39 392,272.10 Dividend Paid along with CDT (14,340,332.00)Interest Paid (251,390,553.98) (200,798,614.05)Long Term Liabilities 109,423,866.00

NET CASH /(USED IN) FROM FINANCING ACTIVITIES (50,101,815.79) (206,945,548.75)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 6,124,852.56 17,656,500.45Opening Balance of Cash & Cash Equivalents 5,74,86,955.66 39,830,455.21Closing balance of Cash & Cash Equivalents 63,611,808.22 5,7486,955.66

58 st21 Annual Report 2014-15

Richa Industries Limited

Cash Flow Statement For the Year Ended March 31, 2015

See accompanying notes to the financial statements & Significant accounting policiesAs per our report of even date attached

for Vijay Singla & Associates for and on the behalf of the Board of Directors of Chartered Accountants Richa Industries Limited Firm Registration Number : 018099N

(CA Vijay Kumar Singla)PartnerMembership Number 094033

Gaurav Yadav Dr. Sandeep Gupta Sushil Gupta Place- Faridabad Company Secretary Jt Managing Director & CFO Chairman cum Managing Director Date- 29th May 2015 M.No. 28484 DIN : 00035751 DIN : 00035854

59st21 Annual Report 2014-15

Annexure-1

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICESst(Annexed to and forming part of the financial statements for the year ended 31 March 2015).

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

(i) Depreciation on fixed assets is provided on the straight - line basis at the rates and in the manner prescribed in Schedule

XIV to the Companies Act 1956 over the useful life of the assets.

(ii) Effective 1st 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.

(iii) 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.

(Amount in ` )

Particular Year Ended 31-03-2015 Year Ended 31-03-2014

A CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Tax as per statement of Profit & loss 85,508,661.37 91,274,278.68Adjustment for:Depreciation 87,819,986.42 60,905,062.44Interst paid 251,390,553.98 200,798,614.05Bad Debts Written off 19,056,716.47 8,440,295.53Effect of Exchange rate Change (162,075.00) (1,450,870.05)(Profit)/Loss on sale of fixed assets 124,789.65 94,459,953.45Pre-operative Written off/Added(Net) _ _

358,229,971.52 363,153,055.42443,738,632.89 454,427,334.10

Operating profit before working capital changesAdjustment for:Trade and other receivables 308,062,668.50 (215,446,957.94)Inventories (466,781,829.03) (421,477,622.19)trade payables and Other Liabilities (199,462,056.90) 483,983,868.23

(358,181,217.43) (152,940,711.90)Cash generated from Operations 85,557,415.46 301,486,622.20Taxes Paid(Net) (12,542,312.29) 23,596,867.60NET CASH/USED IN FROM OPERATING ACTIVITIES 73,015,103.17 277,889,754.60

B CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets (17,734,841.00) (67,688,731.40)Work In Progress/ Advances for capital Gains _ _Sale of Fixed Assets 946,406.18 14,401,026.00

NET CASH /(USED IN) FROM INVESTING ACTIVITIES 5,62,26,668.35 (53,287,705.40)

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds/(Repayments)from preferential allotment of Eq Shares _ 108,229,685.00 Proceeds/(Repayments) from long term Bank Borrowings 28,571,959.00 (139,788,363.80)Proceeds/(Repayments) of Unsecured Loan (49,238,800.00) (11,974,752.00)Proceeds/(Repayments) from long term Other Borrowings (112,235,110.20) 51,334,556.00 Proceeds From/(Repayments of) Short Term Borrowings 224,766,823.39 392,272.10 Dividend Paid along with CDT (14,340,332.00)Interest Paid (251,390,553.98) (200,798,614.05)Long Term Liabilities 109,423,866.00

NET CASH /(USED IN) FROM FINANCING ACTIVITIES (50,101,815.79) (206,945,548.75)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 6,124,852.56 17,656,500.45Opening Balance of Cash & Cash Equivalents 5,74,86,955.66 39,830,455.21Closing balance of Cash & Cash Equivalents 63,611,808.22 5,7486,955.66

60 st21 Annual Report 2014-15

Richa Industries Limited

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

61st21 Annual Report 2014-15

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 31.03.2014 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.

60 st21 Annual Report 2014-15

Richa Industries Limited

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

61st21 Annual Report 2014-15

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 31.03.2014 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.

62 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

Particulars As at

1) Share Capital

I) Authorised Share Capital

30000000 (PY 30000000) Equity Shares of ` 10/- each 300,000,000.00 300,000,000.00

II) Issued Share Capital

22488808 (PY 22488808) Equity Shares of ` 10/- each 224,888,080.00 224,888,080.00

III) Subscribed and Paid up Share Capital

22315000 (PY 22315000)Equity Shares of ` 10/- each fully paid up 223,150,000.00 223,150,000.00

Out of Which :-

8826192 (PY 8826192) Equity shares of ` 10/- each fully paid up at apremium of ` 20.00 each

1114446 (PY 1114446) Equity shares of ` 10/- each fully paid up at apremium of ` 10.875 each

4275000 (PY 4275000) Equity shares of ` 10/- each fully paid up at apremium of ` 9.875 each

IV) Forfeited Shares

173808 (PY 173808) Equity Shares of ` 10/- 869,040.00 869,040.00 each forfeited amount @ ` 5/- each

TOTAL 224,019,040.00 224,019,040.00

(i) The Company has only one class of equity shares having a par value of ̀ 10 per share. Each shareholder is eligible for one vote per share. The dividend proposed (if any) by the Board of Directors is subjet 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 propotion to their shareholding

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

Particulars As at 31st March 2015 As at 31st March, 2014

No. of Shares Amount (`) No. of Shares Amount (`)

Shares at the Beginning of the Year 22,488,808 224,888,080.00 17,099,362 170,993,620.00

Issued during the year by way of Prefential Allotment - - 5,389,446 53,894,460.00

Bought back if any - - - -

Outstanding at the end of Year 22,488,808 224,888,080.00 22,488,808 224,888,080.00

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

Name of the Shareholders As at 31st March 2015 As at 31st March, 2014

No. of % of No. of % of Shares held Holding Shares held Holding

Sushil Gupta 1055706.00 4.73 1055706 4.73

Sandeep Gupta 1152968.00 5.16 1152968 5.16

Richa Holdings Limited 7621156.00 34.16 7621156 34.16

31-03-2015 As at 31-03-2015

(Amount in ` )

63st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

2) Reserve and Surplus

(a) Capital Reserve

Balance at the begining of the year 1,215,000.00 1,215,000.00

Addition during the year - -

Less: written back during the year - -

Balance at the end of the year 1,215,000.00 1,215,000.00

(b) Security Premium Reserve

Balance at the begining of the year 200,324,391.04 145,989,166.04

Addition during the year - 54,335,225.00

Less: deduction during the year - -

Balance at the end of the year 200,324,391.04 200,324,391.04

(c) General Reserve

Balance at the begining of the year 21,486,851.05 16,780,144.42

Addition during the year - 4,706,706.63

Less: deduction during the year - -

Balance at the end of the year 21,486,851.05 21,486,851.05

(d) Surplus of Profit and Loss A/c

Balance at the begining of the year 611,114,864.43 524,819,245.43

Addition during the year 72,223,889.24 94,134,132.63

Less: Final Dividend (for F.Y. 12 -13) - 2,694,723.00

Less: Tax on Final dividend (for F.Y.12 -13) - 437,084.00

Less: Transfer to General reserves - 4,706,706.63

Balance at the end of the year 683,338,753.67 611,114,864.43

TOTAL (a+b+c+d) 906,364,995.76 834,141,106.52

62 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

Particulars As at

1) Share Capital

I) Authorised Share Capital

30000000 (PY 30000000) Equity Shares of ` 10/- each 300,000,000.00 300,000,000.00

II) Issued Share Capital

22488808 (PY 22488808) Equity Shares of ` 10/- each 224,888,080.00 224,888,080.00

III) Subscribed and Paid up Share Capital

22315000 (PY 22315000)Equity Shares of ` 10/- each fully paid up 223,150,000.00 223,150,000.00

Out of Which :-

8826192 (PY 8826192) Equity shares of ` 10/- each fully paid up at apremium of ` 20.00 each

1114446 (PY 1114446) Equity shares of ` 10/- each fully paid up at apremium of ` 10.875 each

4275000 (PY 4275000) Equity shares of ` 10/- each fully paid up at apremium of ` 9.875 each

IV) Forfeited Shares

173808 (PY 173808) Equity Shares of ` 10/- 869,040.00 869,040.00 each forfeited amount @ ` 5/- each

TOTAL 224,019,040.00 224,019,040.00

(i) The Company has only one class of equity shares having a par value of ̀ 10 per share. Each shareholder is eligible for one vote per share. The dividend proposed (if any) by the Board of Directors is subjet 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 propotion to their shareholding

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

Particulars As at 31st March 2015 As at 31st March, 2014

No. of Shares Amount (`) No. of Shares Amount (`)

Shares at the Beginning of the Year 22,488,808 224,888,080.00 17,099,362 170,993,620.00

Issued during the year by way of Prefential Allotment - - 5,389,446 53,894,460.00

Bought back if any - - - -

Outstanding at the end of Year 22,488,808 224,888,080.00 22,488,808 224,888,080.00

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

Name of the Shareholders As at 31st March 2015 As at 31st March, 2014

No. of % of No. of % of Shares held Holding Shares held Holding

Sushil Gupta 1055706.00 4.73 1055706 4.73

Sandeep Gupta 1152968.00 5.16 1152968 5.16

Richa Holdings Limited 7621156.00 34.16 7621156 34.16

31-03-2015 As at 31-03-2015

(Amount in ` )

63st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

2) Reserve and Surplus

(a) Capital Reserve

Balance at the begining of the year 1,215,000.00 1,215,000.00

Addition during the year - -

Less: written back during the year - -

Balance at the end of the year 1,215,000.00 1,215,000.00

(b) Security Premium Reserve

Balance at the begining of the year 200,324,391.04 145,989,166.04

Addition during the year - 54,335,225.00

Less: deduction during the year - -

Balance at the end of the year 200,324,391.04 200,324,391.04

(c) General Reserve

Balance at the begining of the year 21,486,851.05 16,780,144.42

Addition during the year - 4,706,706.63

Less: deduction during the year - -

Balance at the end of the year 21,486,851.05 21,486,851.05

(d) Surplus of Profit and Loss A/c

Balance at the begining of the year 611,114,864.43 524,819,245.43

Addition during the year 72,223,889.24 94,134,132.63

Less: Final Dividend (for F.Y. 12 -13) - 2,694,723.00

Less: Tax on Final dividend (for F.Y.12 -13) - 437,084.00

Less: Transfer to General reserves - 4,706,706.63

Balance at the end of the year 683,338,753.67 611,114,864.43

TOTAL (a+b+c+d) 906,364,995.76 834,141,106.52

64 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

3) Long Term Borrowings

(a) Secured loan

(i) Term Loan

-From Banks 370,338,436.00 482,573,546.20

-From Others 28,571,959.00 -

Less : Current Maturities of Long-Term Debts* 148,435,051.00 -

TOTAL 250,475,344.00 482,573,546.20

* 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)

Nature of Security and terms of repayment for Long Term Secured Borrowing :

Balance as on Rate of Interest Repayment Schedule (as per Sanction Name of Bank / Division of the Company March 31, 2015 March 31, 2014 Letter)

Indian Overseas Bank / Textile Division 17,324,900.00 24,204,000.00 Base Rate + Repayable in 28 quarterly instalment 4.50% = 14.75% of ` 24.30 Lac each, Commenced

from 01.12.2009.

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

Indian Overseas Bank / Textile Division 143,831,502.20 162,952,000.20 Base Rate + Repayble in 28 quarterly instalment, 4.50% = 14.75% Commenced from 30.06.2011 : 12

Quarterly Instaments of ` 50 lac each, 8 Quarterly Instalment of ` 75 lac each, 4 Quarterly Instalment of ` 100 lac each, 3 quarterly instalment of ` 162.50 laceach, and last instalment is ` 142.50 lac

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

Indian Overseas Bank / Construciton & Engg Division 128,847,262.00 160,590,186.00 Base Rate + Repayable in 72 monthly instalments of4.50% = 14.75% ` 30.00 Lac Commencing from July 2012.

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

Corporation Bank / Construciton & Engg Division 34,100,539.00 71,723,165.00 Base Rate + Repayable in 22 quarterly instalments3.00% = 13.50% FY 2010-11, ` 50.00 Lac, FY 2011-16

` 75.00 Lac each Quarter and FY 2016-17 ` 40.00 Lac

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

Corporation Bank / Construciton & Engg Division 45,120,802.00 63,104,195.00 Base Rate + Repayable in 22 quarterly instalments.3.00% = 13.50% First 21 quarterly instalment is ` 45 Lac

each last of ‘ 55.00 Lac

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

HDFC Bank / Vehicle Loan 1,113,430.80 - 10.25% Repayable in 36 Months of EMI of ` 38862.00 Each including interest andPrincipal

Security : hypothecation of Toyota Innova Car

Tata Capital Finance Limited 28,571,959.00 - 12.50% Repayable in 180 Months of EMI of` 353734.00 Each including interestand Principal

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

65st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

2. Aggregate amount of loans guaranteed by

—Directors 398,910,395.00 482,573,546.20

—others 28,571,959.00 -

3. Period and amount of continuing default as on the balance sheet date

—in repayment of loans - -

—in repayment of interest - -

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 134,509,000.00 179,215,000.00

-Richa Holdings Limited 99,901,448.00 104,434,248.00

TOTAL 234,410,448.00 283,649,248.00

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.

2. Period and amount of continuing default as on the balance sheet date

-in repayment of loans Nil Nil

-in repayment of interest Nil Nil

TOTAL (a)+(b) 484,885,792.00 766,222,794.20

4) Other Long term Liabilities

(a) Securities pending adjustment / refundable 113,780,326.00 15,438,439.00

(b) Others 52,950,000.00 45,450,000.00

TOTAL 166,730,326.00 60,888,439.00

5) Long Term Provisions

(a) Provision for employee benefit*

—Provision for Gratutity 9,878,035.00 7,207,774.00

—Provision for Leave Encashment 5,554,717.00 4,642,999.00

(b) others - -

TOTAL 15,432,752.00 11,850,773.00

* 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 1,259,463,886.82 1,040,380,108.96

—Others 5,683,045.53 -

SUB TOTAL 1,265,146,932.35 1,040,380,108.96

1. Nature of Security

Name of Bank

Indian Overseas Bank 1,027,843,066.13 819,897,496.84

64 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

3) Long Term Borrowings

(a) Secured loan

(i) Term Loan

-From Banks 370,338,436.00 482,573,546.20

-From Others 28,571,959.00 -

Less : Current Maturities of Long-Term Debts* 148,435,051.00 -

TOTAL 250,475,344.00 482,573,546.20

* 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)

Nature of Security and terms of repayment for Long Term Secured Borrowing :

Balance as on Rate of Interest Repayment Schedule (as per Sanction Name of Bank / Division of the Company March 31, 2015 March 31, 2014 Letter)

Indian Overseas Bank / Textile Division 17,324,900.00 24,204,000.00 Base Rate + Repayable in 28 quarterly instalment 4.50% = 14.75% of ` 24.30 Lac each, Commenced

from 01.12.2009.

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

Indian Overseas Bank / Textile Division 143,831,502.20 162,952,000.20 Base Rate + Repayble in 28 quarterly instalment, 4.50% = 14.75% Commenced from 30.06.2011 : 12

Quarterly Instaments of ` 50 lac each, 8 Quarterly Instalment of ` 75 lac each, 4 Quarterly Instalment of ` 100 lac each, 3 quarterly instalment of ` 162.50 laceach, and last instalment is ` 142.50 lac

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

Indian Overseas Bank / Construciton & Engg Division 128,847,262.00 160,590,186.00 Base Rate + Repayable in 72 monthly instalments of4.50% = 14.75% ` 30.00 Lac Commencing from July 2012.

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

Corporation Bank / Construciton & Engg Division 34,100,539.00 71,723,165.00 Base Rate + Repayable in 22 quarterly instalments3.00% = 13.50% FY 2010-11, ` 50.00 Lac, FY 2011-16

` 75.00 Lac each Quarter and FY 2016-17 ` 40.00 Lac

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

Corporation Bank / Construciton & Engg Division 45,120,802.00 63,104,195.00 Base Rate + Repayable in 22 quarterly instalments.3.00% = 13.50% First 21 quarterly instalment is ` 45 Lac

each last of ‘ 55.00 Lac

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

HDFC Bank / Vehicle Loan 1,113,430.80 - 10.25% Repayable in 36 Months of EMI of ` 38862.00 Each including interest andPrincipal

Security : hypothecation of Toyota Innova Car

Tata Capital Finance Limited 28,571,959.00 - 12.50% Repayable in 180 Months of EMI of` 353734.00 Each including interestand Principal

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

65st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

2. Aggregate amount of loans guaranteed by

—Directors 398,910,395.00 482,573,546.20

—others 28,571,959.00 -

3. Period and amount of continuing default as on the balance sheet date

—in repayment of loans - -

—in repayment of interest - -

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 134,509,000.00 179,215,000.00

-Richa Holdings Limited 99,901,448.00 104,434,248.00

TOTAL 234,410,448.00 283,649,248.00

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.

2. Period and amount of continuing default as on the balance sheet date

-in repayment of loans Nil Nil

-in repayment of interest Nil Nil

TOTAL (a)+(b) 484,885,792.00 766,222,794.20

4) Other Long term Liabilities

(a) Securities pending adjustment / refundable 113,780,326.00 15,438,439.00

(b) Others 52,950,000.00 45,450,000.00

TOTAL 166,730,326.00 60,888,439.00

5) Long Term Provisions

(a) Provision for employee benefit*

—Provision for Gratutity 9,878,035.00 7,207,774.00

—Provision for Leave Encashment 5,554,717.00 4,642,999.00

(b) others - -

TOTAL 15,432,752.00 11,850,773.00

* 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 1,259,463,886.82 1,040,380,108.96

—Others 5,683,045.53 -

SUB TOTAL 1,265,146,932.35 1,040,380,108.96

1. Nature of Security

Name of Bank

Indian Overseas Bank 1,027,843,066.13 819,897,496.84

66 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

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 multiple 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 Phase-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.

Corporation Bank 231,620,820.69 220,482,612.12

Prime Security :

C & E Division : First paripassu charge on inventory/book debts/current assetsof PEB division of the Company along with IOB.

Collateral Security :

C & E Division : Working capital limits are secured by pari-pasu first charge 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 1,265,146,932.35 1,040,380,108.96

—others - -

3. Period and amount of continuing default as on the balance sheet date

—in repayment of loans - -

—in repayment of interest - -

7) Trade Payables

Micro, Small and Medium Enterprises

Others 531,738,006.52 776,005,553.33

TOTAL 531,738,006.52 776,005,553.33

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

Particulars

Principal amount due and remaining unpaid NIL NIL

Interest due on above and the unpaid interest NIL NIL

Interest paid NIL NIL

Payment made beyond the appointed day during the year NIL NIL

Interest due and payable for the period of delay NIL NIL

Interest accrued and remaining unpaid NIL NIL

Amount of further interest remaining due and payable in succeeding years 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.

67st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

7(a) Other Current Liabilities

(a) Bills payable (acceptanced under LC) 302,793,754.00 220,492,566.00

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

Current Maturities of Long Term Debt** 148,435,051.00 -

Creditors for capital goods 18,418,953.00 23,925,645.00

Creditors for expenses 9,594,081.00 13,660,276.00

Advances payment for which value has still to be given 62,601,572.84 89,417,073.74

Unclaimed Final Dividend for Earlier Years * 53,861.00 56,278.50

Sales tax payable / WCT Payable 494,301.00 2,238,478.85

TDS & TCS Payable 1,011,065.00 1,446,722.90

Service Tax Payable 45,915.00 -

Expenses payable 3,432,803.00 2,870,578.00

TOTAL 546,881,356.84 354,107,618.99

* 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.

** Refer Note No. 3

8) Short Term Provisions

(a) Provision for employee benefits

(i) Payable PF, ESI & Welfare Fund 847,157.00 826,325.00

(ii) Insurance, Pension and similar staff benefits 16,550,025.00 21,487,745.00

(b) Others

(i) Provision for Income Tax (AY 20114 -15, FY 2013-14) - 16,435,148.94

(ii) Provision for Income Tax (AY 2015 -16, FY 2014-15 ) 17,825,033.00 -

(iii) Provision for Wealth Tax (AY 2014-15, FY 2013-14) - 51,040.00

(iv) Provision for Wealth Tax (AY 2015-16, FY 2014-15) 43,730.00 -

(v) Provision for Pending Litigation / Disputes * 3,839,042.00 -

TOTAL 39,104,987.00 38,800,258.94

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

9) Tangible Assets @

(a) Land 241,993,001.04 234,992,606.04

(b) - Factory Buildings 488,391,288.50 515,767,533.56

- Other than Factory Buildings 63,827,936.72 62,605,199.72

(c) Plant and Equipment 604,026,922.92 638,314,493.19

(d) Furniture and Fixtures 8,207,143.13 9,473,588.07

(e) - Vehicles (Commercial) 280,045.64 1,059,953.64

- Vehicles (Other than Commercial) 9,203,150.66 9,918,434.47

(f) Office equipment 7,931,571.48 18,096,769.28

(g) Computer 2,037,962.00 4,510,024.38

(h) Fax/Telephone 58,185.61 203,255.59

TOTAL 1,425,957,207.70 1,494,941,857.94

66 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

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 multiple 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 Phase-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.

Corporation Bank 231,620,820.69 220,482,612.12

Prime Security :

C & E Division : First paripassu charge on inventory/book debts/current assetsof PEB division of the Company along with IOB.

Collateral Security :

C & E Division : Working capital limits are secured by pari-pasu first charge 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 1,265,146,932.35 1,040,380,108.96

—others - -

3. Period and amount of continuing default as on the balance sheet date

—in repayment of loans - -

—in repayment of interest - -

7) Trade Payables

Micro, Small and Medium Enterprises

Others 531,738,006.52 776,005,553.33

TOTAL 531,738,006.52 776,005,553.33

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

Particulars

Principal amount due and remaining unpaid NIL NIL

Interest due on above and the unpaid interest NIL NIL

Interest paid NIL NIL

Payment made beyond the appointed day during the year NIL NIL

Interest due and payable for the period of delay NIL NIL

Interest accrued and remaining unpaid NIL NIL

Amount of further interest remaining due and payable in succeeding years 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.

67st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

7(a) Other Current Liabilities

(a) Bills payable (acceptanced under LC) 302,793,754.00 220,492,566.00

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

Current Maturities of Long Term Debt** 148,435,051.00 -

Creditors for capital goods 18,418,953.00 23,925,645.00

Creditors for expenses 9,594,081.00 13,660,276.00

Advances payment for which value has still to be given 62,601,572.84 89,417,073.74

Unclaimed Final Dividend for Earlier Years * 53,861.00 56,278.50

Sales tax payable / WCT Payable 494,301.00 2,238,478.85

TDS & TCS Payable 1,011,065.00 1,446,722.90

Service Tax Payable 45,915.00 -

Expenses payable 3,432,803.00 2,870,578.00

TOTAL 546,881,356.84 354,107,618.99

* 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.

** Refer Note No. 3

8) Short Term Provisions

(a) Provision for employee benefits

(i) Payable PF, ESI & Welfare Fund 847,157.00 826,325.00

(ii) Insurance, Pension and similar staff benefits 16,550,025.00 21,487,745.00

(b) Others

(i) Provision for Income Tax (AY 20114 -15, FY 2013-14) - 16,435,148.94

(ii) Provision for Income Tax (AY 2015 -16, FY 2014-15 ) 17,825,033.00 -

(iii) Provision for Wealth Tax (AY 2014-15, FY 2013-14) - 51,040.00

(iv) Provision for Wealth Tax (AY 2015-16, FY 2014-15) 43,730.00 -

(v) Provision for Pending Litigation / Disputes * 3,839,042.00 -

TOTAL 39,104,987.00 38,800,258.94

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

9) Tangible Assets @

(a) Land 241,993,001.04 234,992,606.04

(b) - Factory Buildings 488,391,288.50 515,767,533.56

- Other than Factory Buildings 63,827,936.72 62,605,199.72

(c) Plant and Equipment 604,026,922.92 638,314,493.19

(d) Furniture and Fixtures 8,207,143.13 9,473,588.07

(e) - Vehicles (Commercial) 280,045.64 1,059,953.64

- Vehicles (Other than Commercial) 9,203,150.66 9,918,434.47

(f) Office equipment 7,931,571.48 18,096,769.28

(g) Computer 2,037,962.00 4,510,024.38

(h) Fax/Telephone 58,185.61 203,255.59

TOTAL 1,425,957,207.70 1,494,941,857.94

68 st21 Annual Report 2014-15

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69st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

10) Intangible Assets @

(a) Computer Software 5,843,226.56 8,367,869.57

(b) Capital WIP/Computer Software(Accent HRP) 352,952.00 -

TOTAL 6,196,178.56 8,367,869.57

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

11) Non Current Investments

(a) Investment in Equity Instruments

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

72000 Equity shares Face Value ` 10/- Each Fully Paidup of Richa Infrastructure Limited

(PY 72000 Equity shares Face Value ` 10/- Each Fully Paidup of Richa Infrastructure Limited)

TOTAL 7,200,000.00 7,200,000.00

12) Inventories (Physically verified and certified by Management)

(a) Raw Materials 1,475,038,958.40 1,191,134,867.46

(b) Work in Progress 318,425,323.22 155,346,257.26

(c) Finished goods 272,698,310.57 255,318,095.18

(d) Stores & Spares 8,481,397.88 6,062,941.14

TOTAL 2,074,643,990.07 1,607,862,161.04

13) Trade Receivables

(a) Outstanding for period exceeding Six Months 16,008,630.00 92,380,876.41

(b) Others 561,329,746.60 806,373,237.13

Sub Classification of Trade Receivables

(a) Secured, Considered Good 4,203,838.00 16,262,573.00

(b) Unsecured Considered Good 548,713,514.80 882,491,540.54

(c) Doubtful 24,421,023.80 -

Receivables from Companies having some common directors

—Richa Infrastructure Limited 21,867,004.94 2,482,025.94

TOTAL 577,338,376.60 898,754,113.54

14) Cash and cash Equivalents

(a) Cash and cash Equivalents

(i) Balance with banks in Current Accounts 685,685.39 5,725,133.67

(ii) Cash In Hand 1,881,488.99 3,187,596.99

(b) Earmarked Balances with Banks

(i) HDFC Bank -Unclaimed Dividend FY 2009-10 20,821.50 20,821.50

(ii) Yes Bank -Unclaimed Dividend FY 2010 -11 32,621.50 34,621.50

(iii) Yes Bank -Unclaimed Dividend FY 2011 -12 - 417.50

(iv) Yes Bank -Unclaimed Dividend FY 2012 -13 417.50 417.50

68 st21 Annual Report 2014-15

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69st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

10) Intangible Assets @

(a) Computer Software 5,843,226.56 8,367,869.57

(b) Capital WIP/Computer Software(Accent HRP) 352,952.00 -

TOTAL 6,196,178.56 8,367,869.57

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

11) Non Current Investments

(a) Investment in Equity Instruments

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

72000 Equity shares Face Value ` 10/- Each Fully Paidup of Richa Infrastructure Limited

(PY 72000 Equity shares Face Value ` 10/- Each Fully Paidup of Richa Infrastructure Limited)

TOTAL 7,200,000.00 7,200,000.00

12) Inventories (Physically verified and certified by Management)

(a) Raw Materials 1,475,038,958.40 1,191,134,867.46

(b) Work in Progress 318,425,323.22 155,346,257.26

(c) Finished goods 272,698,310.57 255,318,095.18

(d) Stores & Spares 8,481,397.88 6,062,941.14

TOTAL 2,074,643,990.07 1,607,862,161.04

13) Trade Receivables

(a) Outstanding for period exceeding Six Months 16,008,630.00 92,380,876.41

(b) Others 561,329,746.60 806,373,237.13

Sub Classification of Trade Receivables

(a) Secured, Considered Good 4,203,838.00 16,262,573.00

(b) Unsecured Considered Good 548,713,514.80 882,491,540.54

(c) Doubtful 24,421,023.80 -

Receivables from Companies having some common directors

—Richa Infrastructure Limited 21,867,004.94 2,482,025.94

TOTAL 577,338,376.60 898,754,113.54

14) Cash and cash Equivalents

(a) Cash and cash Equivalents

(i) Balance with banks in Current Accounts 685,685.39 5,725,133.67

(ii) Cash In Hand 1,881,488.99 3,187,596.99

(b) Earmarked Balances with Banks

(i) HDFC Bank -Unclaimed Dividend FY 2009-10 20,821.50 20,821.50

(ii) Yes Bank -Unclaimed Dividend FY 2010 -11 32,621.50 34,621.50

(iii) Yes Bank -Unclaimed Dividend FY 2011 -12 - 417.50

(iv) Yes Bank -Unclaimed Dividend FY 2012 -13 417.50 417.50

70 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

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

(i) In Deposit accounts

—With less or equal to 12 Months Maturity 41,164,836.10 45,850,877.00

—With more than 12 Months Maturity 19,694,711.55 -

(ii) Interest Accrued but not Due 131,225.69 2,667,070.00

TOTAL 63,611,808.22 57,486,955.66

15) Short Term Loans and Advances

Unsecured and Considered Good

(a) Loan & Imprest to employees 795,526.00 279,630.00

(b) TUFS Interest Subsidy Receivable 11,088,645.00 13,831,714.00

(c) Security Deposit 12,203,892.00 13,669,528.00

(d) Advance to Suppliers/Others 29,661,288.76 57,970,189.80

(e) Insurance Claim Receivable 1,761,098.00 -

(f) Prepaid Expenses 3,564,638.00 2,570,161.00

(g) Duty Drawback / DEPB Receivable 1,558,806.00 1,928,890.00

Balance with Customs/Central Excise and Income Tax Authorities -

(a) Balance in CENVAT /Service tax account/Sale Tax / WCT/Entry Tax 12,886,338.56 3,897,628.32

(b) Income Tax Refundable (AY 2011-12, FY 2010-11) - 222,810.00

(c) Income Tax Refundable (AY 2012-13, FY 2011-12) 305,470.00 82,660.00

(d) Income Tax Refunabale (AY 2014-15, FY 2013-14) - 9,910,353.23

(e) Income Tax Refundable (AY 2015-16, FY 2014-15) 11,730,280.00 -

(f) MAT Crediti Entitlement (AY 2008-09, FY 2007-08) - 3,090,333.00

(g) MAT Credit Entitlement (AY 2011-12, FY 2010-11) 2,846,372.00 6,625,228.00

(h) MAT Credit Entitlement (AY 2012-13, FY 2011-12) 20,537,288.00 7,822,281.00

(i) MAT Credit Entitlement (AY 2013 -14, FY 2012-13) 1,098,181.00 1,098,181.00

(j) MAT Credit Entitlement (AY 2015-16, FY 2014-15) 7,258,116.00 -

TOTAL 117,295,939.32 122,999,587.35

16) Revenue from Operations

(a) Sale of products

(i) Domestic sale 2,625,953,016.34 2,371,385,068.56

(ii) Export sale 5,850,201.15 51,734,041.93

(b) Sale of services 391,316,519.94 341,888,193.02

(c) Other operating revenues - -

TOTAL 3,023,119,737.43 2,765,007,303.51

Less: Excise Duty - -

TOTAL 3,023,119,737.43 2,765,007,303.51

17) Other Income

(a) Interest Income

(i) Interest Received on FDR 4,824,541.34 4,505,504.00

(ii) Interest received others 325,751.00 1,329,408.48

71st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

(b) Other non Oprating Income

(i) Duty Drawback Received 299,409.00 2,202,012.00

(ii) Unclaimed balances W/off & short & Excess - 146,329.12

(iii) Rent Received 90,058.00 36,000.00

(iv) Advance Forfeited /Bad Debts Recoveries - 2,122,223.00

(v) Miscellanous Receipts 126,640.85 73,869.00

TOTAL 5,666,400.19 10,415,345.60

18)

(1) in case of manufacturing companies

(i) Raw material consumed under broad heads

Textile Unit

(a) Dyes and Chemicals 128,101,386.47 123,302,462.43

(b) Fabrics 988,382,294.33 497,325,712.34

(c) Yarn 55,655,954.73 101,037,117.91

(d) Fuel 29,473,967.70 38,123,253.01

(e) Packing Material 4,595,397.19 12,130,096.54

(f) Loding & Unloding 242,318.00 68,044.00

Construction & Engineering Unit

(g) HR Plates 11,027,030.02 572,827,075.77

(h) Structures 486,928,706.88 85,860,527.79

(i) Coils 445,367,966.38 441,704,159.41

(j) Accessories 82,174,570.91 92,624,771.16

TOTAL (i+ii) 2,231,949,592.61 1,965,003,220.36

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

Closing Stock

Consumable Store 8,481,397.88 6,062,941.14

Finished Goods 272,698,310.57 255,318,095.18

Work in process 318,425,323.22 155,346,257.26

TOTAL 599,605,031.67 416,727,293.58

Opening Stock

Consumable Store 6,062,941.14 11,909,505.13

Finished Goods 255,318,095.18 188,191,358.09

Work in process 155,346,257.26 142,283,833.92

TOTAL 416,727,293.58 342,384,697.14

(-)INCREASE /DECREASE IN WIP/ FINISHED GOODS/CONSUMABLES -182,877,738.09 -74,342,596.44

70 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

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

(i) In Deposit accounts

—With less or equal to 12 Months Maturity 41,164,836.10 45,850,877.00

—With more than 12 Months Maturity 19,694,711.55 -

(ii) Interest Accrued but not Due 131,225.69 2,667,070.00

TOTAL 63,611,808.22 57,486,955.66

15) Short Term Loans and Advances

Unsecured and Considered Good

(a) Loan & Imprest to employees 795,526.00 279,630.00

(b) TUFS Interest Subsidy Receivable 11,088,645.00 13,831,714.00

(c) Security Deposit 12,203,892.00 13,669,528.00

(d) Advance to Suppliers/Others 29,661,288.76 57,970,189.80

(e) Insurance Claim Receivable 1,761,098.00 -

(f) Prepaid Expenses 3,564,638.00 2,570,161.00

(g) Duty Drawback / DEPB Receivable 1,558,806.00 1,928,890.00

Balance with Customs/Central Excise and Income Tax Authorities -

(a) Balance in CENVAT /Service tax account/Sale Tax / WCT/Entry Tax 12,886,338.56 3,897,628.32

(b) Income Tax Refundable (AY 2011-12, FY 2010-11) - 222,810.00

(c) Income Tax Refundable (AY 2012-13, FY 2011-12) 305,470.00 82,660.00

(d) Income Tax Refunabale (AY 2014-15, FY 2013-14) - 9,910,353.23

(e) Income Tax Refundable (AY 2015-16, FY 2014-15) 11,730,280.00 -

(f) MAT Crediti Entitlement (AY 2008-09, FY 2007-08) - 3,090,333.00

(g) MAT Credit Entitlement (AY 2011-12, FY 2010-11) 2,846,372.00 6,625,228.00

(h) MAT Credit Entitlement (AY 2012-13, FY 2011-12) 20,537,288.00 7,822,281.00

(i) MAT Credit Entitlement (AY 2013 -14, FY 2012-13) 1,098,181.00 1,098,181.00

(j) MAT Credit Entitlement (AY 2015-16, FY 2014-15) 7,258,116.00 -

TOTAL 117,295,939.32 122,999,587.35

16) Revenue from Operations

(a) Sale of products

(i) Domestic sale 2,625,953,016.34 2,371,385,068.56

(ii) Export sale 5,850,201.15 51,734,041.93

(b) Sale of services 391,316,519.94 341,888,193.02

(c) Other operating revenues - -

TOTAL 3,023,119,737.43 2,765,007,303.51

Less: Excise Duty - -

TOTAL 3,023,119,737.43 2,765,007,303.51

17) Other Income

(a) Interest Income

(i) Interest Received on FDR 4,824,541.34 4,505,504.00

(ii) Interest received others 325,751.00 1,329,408.48

71st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

(b) Other non Oprating Income

(i) Duty Drawback Received 299,409.00 2,202,012.00

(ii) Unclaimed balances W/off & short & Excess - 146,329.12

(iii) Rent Received 90,058.00 36,000.00

(iv) Advance Forfeited /Bad Debts Recoveries - 2,122,223.00

(v) Miscellanous Receipts 126,640.85 73,869.00

TOTAL 5,666,400.19 10,415,345.60

18)

(1) in case of manufacturing companies

(i) Raw material consumed under broad heads

Textile Unit

(a) Dyes and Chemicals 128,101,386.47 123,302,462.43

(b) Fabrics 988,382,294.33 497,325,712.34

(c) Yarn 55,655,954.73 101,037,117.91

(d) Fuel 29,473,967.70 38,123,253.01

(e) Packing Material 4,595,397.19 12,130,096.54

(f) Loding & Unloding 242,318.00 68,044.00

Construction & Engineering Unit

(g) HR Plates 11,027,030.02 572,827,075.77

(h) Structures 486,928,706.88 85,860,527.79

(i) Coils 445,367,966.38 441,704,159.41

(j) Accessories 82,174,570.91 92,624,771.16

TOTAL (i+ii) 2,231,949,592.61 1,965,003,220.36

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

Closing Stock

Consumable Store 8,481,397.88 6,062,941.14

Finished Goods 272,698,310.57 255,318,095.18

Work in process 318,425,323.22 155,346,257.26

TOTAL 599,605,031.67 416,727,293.58

Opening Stock

Consumable Store 6,062,941.14 11,909,505.13

Finished Goods 255,318,095.18 188,191,358.09

Work in process 155,346,257.26 142,283,833.92

TOTAL 416,727,293.58 342,384,697.14

(-)INCREASE /DECREASE IN WIP/ FINISHED GOODS/CONSUMABLES -182,877,738.09 -74,342,596.44

72 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

20) Employee Benefits Expenses

(a) Salaries and Wages 158,107,485.00 154,044,645.00

(b) Conribution to Provident and other funds 5,824,952.00 5,456,195.80

(c) Staff welfare expenses 2,554,177.00 3,939,382.40

(d) Employee Retirement & Other Benefits

(i) Gratuity & Leave Encashment- Paid 4,671,487.00 1,396,566.60

(ii) Gratuity & Leave Encashment- Provision 3,581,979.00 1,892,163.00

(e) Directors Remuneration 4,500,000.00 3,600,000.00

TOTAL 179,240,080.00 170,328,952.80

21) Finance Cost

(a) Interest expenses

(i) to Banks on Working Capital Loans 172,277,469.00 128,829,601.00

(ii) to Banks on Term Loans 54,429,007.00 60,225,545.20

(Net of TUFF Interest Subsidy ` 84,93,731.00, Previous Year ` 102,76,633.00 )

(iii) on other accounts 24,684,077.98 11,743,467.85

(b) Other borrowing costs - -

(i) Bank Charges 22,212,122.49 26,282,670.01

(c) Applicable Net Gain/Loss on Foreign Currency Transactions and Translations -162,075.00 -1,450,870.05

TOTAL 273,440,601.47 225,630,414.01

22) Depreciation and Amortisation Expense 87,819,986.42 60,905,062.44

23) OTHER COST 339,102,279.20 242,163,363.81

(A) MANUFACTURING EXPENSES

(a) Outside Job work/ Erection Charges 157,029,322.53 52,658,289.25

(b) Power and fuel 43,386,151.94 41,397,721.96

(c) Water & Sewearage Charges 21,450.00 81,501.00

(d) Consumption of stores and spare parts 18,170,140.33 18,968,619.05

(e) Genset Hiring Charges - 89,252.00

(f) Repairs to Machinery 16,336,006.65 17,557,336.31

(g) Freight on Purchase 13,948,559.00 2,200,777.00

TOTAL 248,891,630.45 132,953,496.57

(B) ADMINISTRATIVE EXPENSES

(a) Auditors remuneration & Out of pocket Expenses 446,010.00 389,816.00

(b) Books & priodicals 53,411.00 107,567.00

(c) Charity & Donation 109,000.00 273,497.00

(d) Commission / Sitting fee to Non WTD 9,000.00 19,926.00

(e) Director Travelling & Conveyance 295,947.00 1,187,484.00

(f) Diwali Expenses 514,843.00 288,393.00

(g) Miscellaneous Expenses 221,457.05 282,062.00

(h) Insurance (Others) 3,471,808.00 2,963,318.00

73st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

(i) Insurance (on cars) 255,252.00 47,245.00

(j) Legal & Professional Charges 7,474,165.00 9,404,713.00

(k) Out of pocket Expense -Consultant 78,100.00 918,107.00

(l) AGM & Meeting Expenses 40,368.00 29,890.00

(m) Postage /Telegram/ Courier Expenses 359,515.00 620,373.00

(n) Printing & stationery Expenses 1,843,839.00 2,074,602.00

(o) Rates & Taxes, Excluding taxes on income 12,499,381.30 14,264,486.93

(p) Rent 646,815.00 5,650,466.00

(q) Repairs to Buildings 943,074.00 480,789.00

(r) Repair - Computer 2,539,353.13 1,733,520.00

(s) Repair -Vehicle Commercial 384,735.48 3,973,413.71

(t) Repair - Vehicle others 5,226,434.75 1,653,735.96

(u) Watch /Ward/Security 2,433,467.00 2,144,107.00

(v) Repair - Electricals 1,692,092.00 1,981,038.00

(w) Subscription & Membership Fee 411,869.00 363,891.00

(x) Telephone, Modem & Internet Expenses 1,918,743.00 1,872,441.09

(y) Testing Charges 416,043.00 700,233.00

(z) Travelling & Conveyance Expenses 10,725,614.89 9,119,292.62

(z i) Office Maintenance Expenses 1,484,090.00 1,240,094.00

TOTAL 56,494,427.60 63,784,501.31

(C) SELLING & DISTRIBUTION EXPENSES

(a) Sales Promotion Expenses 5,150,867.50 2,388,785.71

(b) Commission/ Discount on Sales 80,855.00 639,227.00

(c) Distribution Expenses/ Export sales clearing Expenses 22,704,969.94 32,765,290.69

(d) Advertisement / Tender fee & Exhibition Expenses 970,696.64 1,191,767.00

(e) Bad Debts written off 4,808,832.07 8,440,295.53

TOTAL 33,716,221.15 45,425,365.93

24) Extraordinary Items

(a) Loss on sale of fixed assets 124,790.24 94,459,953.45

(b) Loss in theft 230,000.00 -

(c) Debtors under Dispute/Litigation Written off 14,247,884.40

TOTAL 14,602,674.64 94,459,953.45

25) EARNING PER SHARE & DILUTED EARNING PER SHARE

(i) Net Profit after tax as per P & L Account 72,223,889.24 94,134,132.63

(ii) Weighted Average number of equity Shares used 22,315,000.00 22,315,000.00 as denominator for calculating EPS (Nos)

(iii) Net Profit attributable to shareholders 72,223,889.24 94,134,132.63

(iv) Diluted Earning Per Share(RS) (iii/ii) 3.24 4.22

(v) Profit before tax 85,508,661.37 91,274,278.68

(vi) Earning per share 3.83 4.09

72 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

20) Employee Benefits Expenses

(a) Salaries and Wages 158,107,485.00 154,044,645.00

(b) Conribution to Provident and other funds 5,824,952.00 5,456,195.80

(c) Staff welfare expenses 2,554,177.00 3,939,382.40

(d) Employee Retirement & Other Benefits

(i) Gratuity & Leave Encashment- Paid 4,671,487.00 1,396,566.60

(ii) Gratuity & Leave Encashment- Provision 3,581,979.00 1,892,163.00

(e) Directors Remuneration 4,500,000.00 3,600,000.00

TOTAL 179,240,080.00 170,328,952.80

21) Finance Cost

(a) Interest expenses

(i) to Banks on Working Capital Loans 172,277,469.00 128,829,601.00

(ii) to Banks on Term Loans 54,429,007.00 60,225,545.20

(Net of TUFF Interest Subsidy ` 84,93,731.00, Previous Year ` 102,76,633.00 )

(iii) on other accounts 24,684,077.98 11,743,467.85

(b) Other borrowing costs - -

(i) Bank Charges 22,212,122.49 26,282,670.01

(c) Applicable Net Gain/Loss on Foreign Currency Transactions and Translations -162,075.00 -1,450,870.05

TOTAL 273,440,601.47 225,630,414.01

22) Depreciation and Amortisation Expense 87,819,986.42 60,905,062.44

23) OTHER COST 339,102,279.20 242,163,363.81

(A) MANUFACTURING EXPENSES

(a) Outside Job work/ Erection Charges 157,029,322.53 52,658,289.25

(b) Power and fuel 43,386,151.94 41,397,721.96

(c) Water & Sewearage Charges 21,450.00 81,501.00

(d) Consumption of stores and spare parts 18,170,140.33 18,968,619.05

(e) Genset Hiring Charges - 89,252.00

(f) Repairs to Machinery 16,336,006.65 17,557,336.31

(g) Freight on Purchase 13,948,559.00 2,200,777.00

TOTAL 248,891,630.45 132,953,496.57

(B) ADMINISTRATIVE EXPENSES

(a) Auditors remuneration & Out of pocket Expenses 446,010.00 389,816.00

(b) Books & priodicals 53,411.00 107,567.00

(c) Charity & Donation 109,000.00 273,497.00

(d) Commission / Sitting fee to Non WTD 9,000.00 19,926.00

(e) Director Travelling & Conveyance 295,947.00 1,187,484.00

(f) Diwali Expenses 514,843.00 288,393.00

(g) Miscellaneous Expenses 221,457.05 282,062.00

(h) Insurance (Others) 3,471,808.00 2,963,318.00

73st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

(i) Insurance (on cars) 255,252.00 47,245.00

(j) Legal & Professional Charges 7,474,165.00 9,404,713.00

(k) Out of pocket Expense -Consultant 78,100.00 918,107.00

(l) AGM & Meeting Expenses 40,368.00 29,890.00

(m) Postage /Telegram/ Courier Expenses 359,515.00 620,373.00

(n) Printing & stationery Expenses 1,843,839.00 2,074,602.00

(o) Rates & Taxes, Excluding taxes on income 12,499,381.30 14,264,486.93

(p) Rent 646,815.00 5,650,466.00

(q) Repairs to Buildings 943,074.00 480,789.00

(r) Repair - Computer 2,539,353.13 1,733,520.00

(s) Repair -Vehicle Commercial 384,735.48 3,973,413.71

(t) Repair - Vehicle others 5,226,434.75 1,653,735.96

(u) Watch /Ward/Security 2,433,467.00 2,144,107.00

(v) Repair - Electricals 1,692,092.00 1,981,038.00

(w) Subscription & Membership Fee 411,869.00 363,891.00

(x) Telephone, Modem & Internet Expenses 1,918,743.00 1,872,441.09

(y) Testing Charges 416,043.00 700,233.00

(z) Travelling & Conveyance Expenses 10,725,614.89 9,119,292.62

(z i) Office Maintenance Expenses 1,484,090.00 1,240,094.00

TOTAL 56,494,427.60 63,784,501.31

(C) SELLING & DISTRIBUTION EXPENSES

(a) Sales Promotion Expenses 5,150,867.50 2,388,785.71

(b) Commission/ Discount on Sales 80,855.00 639,227.00

(c) Distribution Expenses/ Export sales clearing Expenses 22,704,969.94 32,765,290.69

(d) Advertisement / Tender fee & Exhibition Expenses 970,696.64 1,191,767.00

(e) Bad Debts written off 4,808,832.07 8,440,295.53

TOTAL 33,716,221.15 45,425,365.93

24) Extraordinary Items

(a) Loss on sale of fixed assets 124,790.24 94,459,953.45

(b) Loss in theft 230,000.00 -

(c) Debtors under Dispute/Litigation Written off 14,247,884.40

TOTAL 14,602,674.64 94,459,953.45

25) EARNING PER SHARE & DILUTED EARNING PER SHARE

(i) Net Profit after tax as per P & L Account 72,223,889.24 94,134,132.63

(ii) Weighted Average number of equity Shares used 22,315,000.00 22,315,000.00 as denominator for calculating EPS (Nos)

(iii) Net Profit attributable to shareholders 72,223,889.24 94,134,132.63

(iv) Diluted Earning Per Share(RS) (iii/ii) 3.24 4.22

(v) Profit before tax 85,508,661.37 91,274,278.68

(vi) Earning per share 3.83 4.09

74 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

(vii) Face Value per equity Share ` 10.00 10.00

(a) Payment to the Auditor As

(a) Auditor 300,000.00 168,540.00

(b) for taxation matters 100,000.00 112,360.00

(c) for Company Law Matters 300,000.00 -

(d) for Management Services - -

(e) for Other Services 300,000.00 56,180.00

(f) for Reimbursement of Expenses 46,010.00 52,736.00

(b) Detail of items of exceptional and extraordinary nature

(a) Loss on sale of fixed assets 124,790.24 94,459,953.45

(b) Loss by Theft of Cash 230,000.00 -

(c) Debtors under Dispute/Litigation Written off 14,247,884.40 -

(c) Prior period item NIL NIL

(d) Amount of Expenditure incurred on Corporate Social NIL NIL Responsibility activities

26) Additional Information as required in Part-II of Schedule III

(a) Value of Imports on C.I.F. Basis

I Raw Materials; - 3,606,790.00

II Components and spare parts 3,007,575.00 673,658.00

III Capital Goods 3,948,950.00 959,811.00

(b) Expenditure in Foreign Currency

I Royalty - -

II Know-how - -

III Professional & Consultation fee -

—Software AMC 864,232.00 36,060.00

IV Interest - -

V Other Matters -

—Foreign Travelling 1,077,613.00

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

Year Ending March 2015 Year Ending March 2014

Amount (`) % Consumption Amount (`) % Consumption

Raw Materials

—Indigenous 2,231,949,592.61 100.00 1,961,396,430.36 99.82

—Imported - - 3,606,790.00 0.18

TOTAL 2,231,949,592.61 100.00 1,965,003,220.36 100.00

Spare Parts and Components

—Indigenous 15,162,565.33 83.45 18,294,961.05 96.45

—Imported 3,007,575.00 16.55 673,658.00 3.55

TOTAL 18,170,140.33 100.00 18,968,619.05 100.00

75st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

(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 5,850,201.15 51,734,041.93

II Royalty, know-how, professional and consultation fee - -

III Interst and dividend - -

IV Other incomes (if any) - -

27) (a) Dividends from Subsidiary Companies * - -

(b) Provision for losses of Subsidiary Companies * - -

* The Company has no subsidiaries

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

(i) Contingent Liabilties

(a) Claims against the Company not acknowledged as debt - -

(b) Guarantees 126,441,959.50 117,909,090.00

(c) other money for which the company is contingently liable

—Disputed demands in respect of income tax etc 6,495,838.00 3,431,492.00 (interest thereon not ascertainable at present)

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

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

—related amount per share - -

The Company do not have any preference shareholders

30) 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

74 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

(vii) Face Value per equity Share ` 10.00 10.00

(a) Payment to the Auditor As

(a) Auditor 300,000.00 168,540.00

(b) for taxation matters 100,000.00 112,360.00

(c) for Company Law Matters 300,000.00 -

(d) for Management Services - -

(e) for Other Services 300,000.00 56,180.00

(f) for Reimbursement of Expenses 46,010.00 52,736.00

(b) Detail of items of exceptional and extraordinary nature

(a) Loss on sale of fixed assets 124,790.24 94,459,953.45

(b) Loss by Theft of Cash 230,000.00 -

(c) Debtors under Dispute/Litigation Written off 14,247,884.40 -

(c) Prior period item NIL NIL

(d) Amount of Expenditure incurred on Corporate Social NIL NIL Responsibility activities

26) Additional Information as required in Part-II of Schedule III

(a) Value of Imports on C.I.F. Basis

I Raw Materials; - 3,606,790.00

II Components and spare parts 3,007,575.00 673,658.00

III Capital Goods 3,948,950.00 959,811.00

(b) Expenditure in Foreign Currency

I Royalty - -

II Know-how - -

III Professional & Consultation fee -

—Software AMC 864,232.00 36,060.00

IV Interest - -

V Other Matters -

—Foreign Travelling 1,077,613.00

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

Year Ending March 2015 Year Ending March 2014

Amount (`) % Consumption Amount (`) % Consumption

Raw Materials

—Indigenous 2,231,949,592.61 100.00 1,961,396,430.36 99.82

—Imported - - 3,606,790.00 0.18

TOTAL 2,231,949,592.61 100.00 1,965,003,220.36 100.00

Spare Parts and Components

—Indigenous 15,162,565.33 83.45 18,294,961.05 96.45

—Imported 3,007,575.00 16.55 673,658.00 3.55

TOTAL 18,170,140.33 100.00 18,968,619.05 100.00

75st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

(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 5,850,201.15 51,734,041.93

II Royalty, know-how, professional and consultation fee - -

III Interst and dividend - -

IV Other incomes (if any) - -

27) (a) Dividends from Subsidiary Companies * - -

(b) Provision for losses of Subsidiary Companies * - -

* The Company has no subsidiaries

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

(i) Contingent Liabilties

(a) Claims against the Company not acknowledged as debt - -

(b) Guarantees 126,441,959.50 117,909,090.00

(c) other money for which the company is contingently liable

—Disputed demands in respect of income tax etc 6,495,838.00 3,431,492.00 (interest thereon not ascertainable at present)

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

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

—related amount per share - -

The Company do not have any preference shareholders

30) 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

76 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

31) Related Party disclosures

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

(a) Key Managerial Personnel

(1) Sh Sushil Gupta (CMD) (3) Sh Sandeep Gupta (Jt MD) (2) Sh Manish Gupta (WTD)

(b) Associates

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

(c) Relatives of Key Managerial Personnel

(1) Geeta Devi

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

Nature of Transection Related Parties

Referred in Referred in Referred in31 -1(a) above 31 -1(b) above 31 -1(c) above

Sales

Goods, material and service - 26,005,162.00 - - (8,73,08,471.94) -

Expenses

Remmuneration 4,500,000.00 - 600,000.00 (36,00,000.00) - (6,00,000.00)

Finances

Loans and advances repaid (net of receipts) - 49,238,800.00 - - (1,19,74,752.00) -

Outstandings

Receivables 21,867,004.94 -(24,82,025.94)

Payable (Remmuneration) 330,185.00 48,280.00 (2,56,370.00) (48,890.00)

Loans & Advances payables 234,410,448.00 (28,36,49,248.00)

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

Sales

Richa Infrastructure Limited - 26,005,162.00 - - (8,73,08,471.94) -

Expenses - Remmunerations

— Sh Sushil Gupta 1,500,000.00 - - (12,00,000.00) - -

—Sh Sandeep Gupta 1,500,000.00 - - (12,00,000.00) - -

—Sh Manish Gupta 1,500,000.00 - - (12,00,000.00) - -

—Smt Geeta Devi - - 600,000.00 - - (6,00,000.00)

Finances

Loans and advances repaid (net of receipts)

—Richa Holdings Limited - 4,532,800.00 - - (3,09,39,752.00) -

77st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

—Richa Building System Private Limited - 44,706,000.00 - - (-1,89,65,000.00) -

Outstandings

Receivables

—Richa Infrastructure Limited - 21,867,004.94 - - (24,82,025.94) -

Payable (Remmuneration)

— Sh Sushil Gupta 105,175.00 - - (79,390.00) - -

—Sh Sandeep Gupta 109,070.00 - - (90,190.00) - -

—Sh Manish Gupta 115,940.00 - - (86,790.00) - -

—Smt Geeta Devi 48,280.00 (48,890.00)

Loans & Advances payables

—Richa Holdings Limited - 99,901,448.00 - - (10,44,34,248.00) -

—Richa Building System Private Limited - 134,509,000.00 - - (17,92,15,000.00) -

Previous Year Figures in (`)

32) Disclosures pursuant to Accounting Standard-15 - “Employee Benefits”

a) The Company has recognised ` 45,04,229.00 (Previous year ` 39,17,816.80) in the statement of profit and loss account on account of Employers Contribution to Pension / Provident Fund under Defined Contribution Plan

b) Details of Defined Benefit Plan

The provision for gratuity is made as per the Payment of Gratuity Act, 1972 is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the projected Unit Credit Method, which recognizes each 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.

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

Gratuity Leave Encashment (Unfunded) (Unfunded)

2014-15 2013-14 2014-15 2013-14

Define benefit obligation at beginning of year 7,207,774.00 5,984,411.00 4,642,999.00 3,974,999.00

Interest Cost 612,661.00 478,753.00 394,655.00 318,000.00

Current Service Cost 2,686,303.00 2,384,675.00 1,697,560.00 1,751,971.00

Actuarial Gain / (Loss) 855,252.00 (1,291,604.00) 1,261,799.00 (371,364.00)

Benefit paid (1,483,955.00) (348,461.00) (2,442,296.00) (1,030,607.00)

Defined Benefit obligation at year end 9,878,035.00 7,207,774.00 5,554,717.00 4,642,999.00

ii) Reconciliation of fair value of assets and obligation

Gratuity Leave Encashment (Unfunded) (Unfunded)

2014-15 2013-14 2014-15 2013-14

Fair value of Plan assets - - - -

Present value of obligation 9,878,035.00 7,207,774.00 5,554,717.00 4,642,999.00

Amount recognized in Balance Sheet 9,878,035.00 7,207,774.00 5,554,717.00 4,642,999.00

76 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

31) Related Party disclosures

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

(a) Key Managerial Personnel

(1) Sh Sushil Gupta (CMD) (3) Sh Sandeep Gupta (Jt MD) (2) Sh Manish Gupta (WTD)

(b) Associates

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

(c) Relatives of Key Managerial Personnel

(1) Geeta Devi

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

Nature of Transection Related Parties

Referred in Referred in Referred in31 -1(a) above 31 -1(b) above 31 -1(c) above

Sales

Goods, material and service - 26,005,162.00 - - (8,73,08,471.94) -

Expenses

Remmuneration 4,500,000.00 - 600,000.00 (36,00,000.00) - (6,00,000.00)

Finances

Loans and advances repaid (net of receipts) - 49,238,800.00 - - (1,19,74,752.00) -

Outstandings

Receivables 21,867,004.94 -(24,82,025.94)

Payable (Remmuneration) 330,185.00 48,280.00 (2,56,370.00) (48,890.00)

Loans & Advances payables 234,410,448.00 (28,36,49,248.00)

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

Sales

Richa Infrastructure Limited - 26,005,162.00 - - (8,73,08,471.94) -

Expenses - Remmunerations

— Sh Sushil Gupta 1,500,000.00 - - (12,00,000.00) - -

—Sh Sandeep Gupta 1,500,000.00 - - (12,00,000.00) - -

—Sh Manish Gupta 1,500,000.00 - - (12,00,000.00) - -

—Smt Geeta Devi - - 600,000.00 - - (6,00,000.00)

Finances

Loans and advances repaid (net of receipts)

—Richa Holdings Limited - 4,532,800.00 - - (3,09,39,752.00) -

77st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

—Richa Building System Private Limited - 44,706,000.00 - - (-1,89,65,000.00) -

Outstandings

Receivables

—Richa Infrastructure Limited - 21,867,004.94 - - (24,82,025.94) -

Payable (Remmuneration)

— Sh Sushil Gupta 105,175.00 - - (79,390.00) - -

—Sh Sandeep Gupta 109,070.00 - - (90,190.00) - -

—Sh Manish Gupta 115,940.00 - - (86,790.00) - -

—Smt Geeta Devi 48,280.00 (48,890.00)

Loans & Advances payables

—Richa Holdings Limited - 99,901,448.00 - - (10,44,34,248.00) -

—Richa Building System Private Limited - 134,509,000.00 - - (17,92,15,000.00) -

Previous Year Figures in (`)

32) Disclosures pursuant to Accounting Standard-15 - “Employee Benefits”

a) The Company has recognised ` 45,04,229.00 (Previous year ` 39,17,816.80) in the statement of profit and loss account on account of Employers Contribution to Pension / Provident Fund under Defined Contribution Plan

b) Details of Defined Benefit Plan

The provision for gratuity is made as per the Payment of Gratuity Act, 1972 is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the projected Unit Credit Method, which recognizes each 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.

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

Gratuity Leave Encashment (Unfunded) (Unfunded)

2014-15 2013-14 2014-15 2013-14

Define benefit obligation at beginning of year 7,207,774.00 5,984,411.00 4,642,999.00 3,974,999.00

Interest Cost 612,661.00 478,753.00 394,655.00 318,000.00

Current Service Cost 2,686,303.00 2,384,675.00 1,697,560.00 1,751,971.00

Actuarial Gain / (Loss) 855,252.00 (1,291,604.00) 1,261,799.00 (371,364.00)

Benefit paid (1,483,955.00) (348,461.00) (2,442,296.00) (1,030,607.00)

Defined Benefit obligation at year end 9,878,035.00 7,207,774.00 5,554,717.00 4,642,999.00

ii) Reconciliation of fair value of assets and obligation

Gratuity Leave Encashment (Unfunded) (Unfunded)

2014-15 2013-14 2014-15 2013-14

Fair value of Plan assets - - - -

Present value of obligation 9,878,035.00 7,207,774.00 5,554,717.00 4,642,999.00

Amount recognized in Balance Sheet 9,878,035.00 7,207,774.00 5,554,717.00 4,642,999.00

78 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

iii) Expenses recognized during the year

Gratuity Leave Encashment (Unfunded) (Unfunded)

2014-15 2013-14 2014-15 2013-14

Current Service Cost 2,686,303.00 2,384,675.00 1,697,560.00 1,751,971.00

Interest Cost 612,661.00 478,753.00 394,655.00 318,000.00

Expected return on plan assets - - - -

Actuarial Gain / (Loss) 855,252.00 (1,291,604.00) 1,261,799.00 (371,364.00)

Net Cost 4,154,216.00 1,571,824.00 3,354,014.00 1,698,607.00

iv) Actuarial assumptions

Gratuity Leave Encashment (Unfunded) (Unfunded)

2014-15 2013-14 2014-15 2013-14

Discounting Rate 775% 8.50% 775% 8.50%

Future salary Increase 5.25% 6.00% 5.25% 6.00%

Expected rate of return on plan assets 0.00% 0.00% 0.00% 0.00%

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

a) Primary Segment Reporting by Business Segment

Company’s primary business segments are

(i) Manufacture in Textiles - The textile business incorporates 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.

(Ii) Manufacturer of Construction & Engineering Division – The Construction & Engingeering 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 5,850,201.15 51,734,041.93

(Ii) Sales to Domestic Market 3,017,269,536.28 2,713,273,261.58

Segment Reporting Chart

1 Segment Revenue

a) Textiles 1,524,036,812.52 1,275,746,556.91

b) Construction & Engineering 1,499,082,924.91 1,489,260,746.60

Total Income From Operation 3,023,119,737.43 2,765,007,303.51

Less: Inter Segment Revenue - -

Sales/Income from Operation 3,023,119,737.43 2,765,007,303.51

2 Segment Results

Profit before tax and interest from each segment

a) Textiles 139,710,069.11 207,847,480.12

b) Construction & Engineering 233,841,868.70 203,517,166.02

Total 373,551,937.81 411,364,646.14

79st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

Less: Inter Segment Revenue

i) Interest 273,440,601.47 225,630,414.01

ii) Other unallocble expenditure net of unallocable income - -

iii) exceptional Items - -

Total Profit before Tax 100,111,336.34 185,734,232.13

3 Capital Employed

(segment Assets Less Segment Liabilities)

a) Textiles 744,605,022.41 912,949,295.05

b) Construction & Engineering 1,144,767,195.35 1,075,265,723.40

Total Capital Employed 1,889,372,217.76 1,988,215,018.45

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

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.

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

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. Lease rental expenses for

2014-15 in respect of above operating leases are ̀ 6,46,815.00 (Previous year ̀ 56,50,466.00)

36) Insurance Claims

During the year, the company accounted ̀ 17,89,758.00 (Previous year ̀ 10,37,283.00) as claims receivable from insurance

company towards the expenditure incurred (in excess of deductibles) on damage repairs up to 31st March 2014 to a company’s assets

37) ` 6,22,63,000.00 (Previous Year Nil) has been included in Gross Revenue of 2014-15 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.

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

39) 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

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

See accompanying notes to the financial statements & Significant accounting policiesAs per our report of even date attached

for Vijay Singla & Associates for and on the behalf of the Board of Directors of Chartered Accountants Richa Industries Limited Firm Registration Number : 018099N

(CA Vijay Kumar Singla)PartnerMembership Number 094033

Gaurav Yadav Dr. Sandeep Gupta Sushil Gupta Place- Faridabad Company Secretary Jt Managing Director & CFO Chairman cum Managing Director Date- 29th May 2015 M.No. 28484 DIN : 00035751 DIN : 00035854

78 st21 Annual Report 2014-15

Richa Industries Limited

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

iii) Expenses recognized during the year

Gratuity Leave Encashment (Unfunded) (Unfunded)

2014-15 2013-14 2014-15 2013-14

Current Service Cost 2,686,303.00 2,384,675.00 1,697,560.00 1,751,971.00

Interest Cost 612,661.00 478,753.00 394,655.00 318,000.00

Expected return on plan assets - - - -

Actuarial Gain / (Loss) 855,252.00 (1,291,604.00) 1,261,799.00 (371,364.00)

Net Cost 4,154,216.00 1,571,824.00 3,354,014.00 1,698,607.00

iv) Actuarial assumptions

Gratuity Leave Encashment (Unfunded) (Unfunded)

2014-15 2013-14 2014-15 2013-14

Discounting Rate 775% 8.50% 775% 8.50%

Future salary Increase 5.25% 6.00% 5.25% 6.00%

Expected rate of return on plan assets 0.00% 0.00% 0.00% 0.00%

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

a) Primary Segment Reporting by Business Segment

Company’s primary business segments are

(i) Manufacture in Textiles - The textile business incorporates 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.

(Ii) Manufacturer of Construction & Engineering Division – The Construction & Engingeering 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 5,850,201.15 51,734,041.93

(Ii) Sales to Domestic Market 3,017,269,536.28 2,713,273,261.58

Segment Reporting Chart

1 Segment Revenue

a) Textiles 1,524,036,812.52 1,275,746,556.91

b) Construction & Engineering 1,499,082,924.91 1,489,260,746.60

Total Income From Operation 3,023,119,737.43 2,765,007,303.51

Less: Inter Segment Revenue - -

Sales/Income from Operation 3,023,119,737.43 2,765,007,303.51

2 Segment Results

Profit before tax and interest from each segment

a) Textiles 139,710,069.11 207,847,480.12

b) Construction & Engineering 233,841,868.70 203,517,166.02

Total 373,551,937.81 411,364,646.14

79st21 Annual Report 2014-15

Notes to accounts forming part of the Balance Sheet and Profit & Loss Account as at March 31, 2015

Less: Inter Segment Revenue

i) Interest 273,440,601.47 225,630,414.01

ii) Other unallocble expenditure net of unallocable income - -

iii) exceptional Items - -

Total Profit before Tax 100,111,336.34 185,734,232.13

3 Capital Employed

(segment Assets Less Segment Liabilities)

a) Textiles 744,605,022.41 912,949,295.05

b) Construction & Engineering 1,144,767,195.35 1,075,265,723.40

Total Capital Employed 1,889,372,217.76 1,988,215,018.45

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

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.

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

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. Lease rental expenses for

2014-15 in respect of above operating leases are ̀ 6,46,815.00 (Previous year ̀ 56,50,466.00)

36) Insurance Claims

During the year, the company accounted ̀ 17,89,758.00 (Previous year ̀ 10,37,283.00) as claims receivable from insurance

company towards the expenditure incurred (in excess of deductibles) on damage repairs up to 31st March 2014 to a company’s assets

37) ` 6,22,63,000.00 (Previous Year Nil) has been included in Gross Revenue of 2014-15 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.

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

39) 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

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

See accompanying notes to the financial statements & Significant accounting policiesAs per our report of even date attached

for Vijay Singla & Associates for and on the behalf of the Board of Directors of Chartered Accountants Richa Industries Limited Firm Registration Number : 018099N

(CA Vijay Kumar Singla)PartnerMembership Number 094033

Gaurav Yadav Dr. Sandeep Gupta Sushil Gupta Place- Faridabad Company Secretary Jt Managing Director & CFO Chairman cum Managing Director Date- 29th May 2015 M.No. 28484 DIN : 00035751 DIN : 00035854

80 st21 Annual Report 2014-15

Richa Industries Limited

NotesRICHA INDUSTRIES LIMITED

Regd. office: Plot No.29, DLF Industrial Area, Phase-II, Faridabad-121003, HaryanaWebsite: www.richa.in, E-mail: richa@richa.in

CIN: L17115HR1993PLC032108 Tel: 0129-4199368, Fax: 0129-4199369

ATTENDANCE SLIPst21 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.

st thI/ We hereby record my/our presence at the 21 Annual General Meeting of the Company on Friday, 11 September, 2015 at 10:30 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 the Notice of 21st Annual general Meeting of the Company before casting your vote through e-voting

E-VOTING PARTICULARS

EVSN(Electronic Voting Sequence number)

USER ID Sequence Number

80 st21 Annual Report 2014-15

Richa Industries Limited

NotesRICHA INDUSTRIES LIMITED

Regd. office: Plot No.29, DLF Industrial Area, Phase-II, Faridabad-121003, HaryanaWebsite: www.richa.in, E-mail: richa@richa.in

CIN: L17115HR1993PLC032108 Tel: 0129-4199368, Fax: 0129-4199369

ATTENDANCE SLIPst21 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.

st thI/ We hereby record my/our presence at the 21 Annual General Meeting of the Company on Friday, 11 September, 2015 at 10:30 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 the Notice of 21st Annual general Meeting of the Company before casting your vote through e-voting

E-VOTING PARTICULARS

EVSN(Electronic Voting Sequence number)

USER ID Sequence Number

RICHA INDUSTRIES LIMITEDRegd. office: Plot No.29, DLF Industrial Area, Phase-II, Faridabad-121003, Haryana

Website: www.richa.in, E-mail: richa@richa.in CIN: L17115HR1993PLC032108 Tel: 0129-4199368, Fax: 0129-4199369

Form No MGT -11

Proxy Form(Pursuant to section 105(6) of the Companies Act, 2013and rule 19(3) of the Companies

(Management and Administration) Rules, 2014)

Name of the Member (s):

Registered Address:

E-Mail Id:

Folio No/Client ID:

DP ID:

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 him

3. Name: .......................................................................................................................................................................................

Address:....................................................................................................................................................................................

................................................................................................................................................................................................

E-Mail ID:............................................................................Signature: ................................................................, or Failing him

As my/our proxy to attend and vote (on a poll) for me/us and on my/ our behalf at the 21st Annual General Meeting of the Company to thbe held on the Friday, 11 Day of September At 10.30 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:

For Resolutions

1. To receive, consider and adopt the Audited Financial Statements i.e. Balance Sheet as st stat 31 March, 2015 and the Profit and Loss Account for the year ended 31 March, 2015

together with the reports of the Board of Directors and Auditors thereon.

2. To appoint Mr. Sushil Gupta who retires by rotation at this AGM and Being eligible offers himself for re-appointment

3. To re-appoint M/s Vijay Singla & Associates, Chartered Accountants as Statutory Auditors of the Company.

4. To approve the remuneration payable to Krishan Singh Berk Cost Auditors of the Company for the Financial Year 2015-2016.

Against

Signed this..................................... day of.........................2015

Signature of Shareholder:.........................................................

Signature of Proxy holder (s):....................................................

Affix a Revenue

Stamp

RICHA INDUSTRIES LIMITEDRegd. office: Plot No.29, DLF Industrial Area, Phase-II, Faridabad-121003, Haryana

Website: www.richa.in, E-mail: richa@richa.in CIN: L17115HR1993PLC032108 Tel: 0129-4199368, Fax: 0129-4199369

Form No MGT -11

Proxy Form(Pursuant to section 105(6) of the Companies Act, 2013and rule 19(3) of the Companies

(Management and Administration) Rules, 2014)

Name of the Member (s):

Registered Address:

E-Mail Id:

Folio No/Client ID:

DP ID:

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 him

3. Name: .......................................................................................................................................................................................

Address:....................................................................................................................................................................................

................................................................................................................................................................................................

E-Mail ID:............................................................................Signature: ................................................................, or Failing him

As my/our proxy to attend and vote (on a poll) for me/us and on my/ our behalf at the 21st Annual General Meeting of the Company to thbe held on the Friday, 11 Day of September At 10.30 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:

For Resolutions

1. To receive, consider and adopt the Audited Financial Statements i.e. Balance Sheet as st stat 31 March, 2015 and the Profit and Loss Account for the year ended 31 March, 2015

together with the reports of the Board of Directors and Auditors thereon.

2. To appoint Mr. Sushil Gupta who retires by rotation at this AGM and Being eligible offers himself for re-appointment

3. To re-appoint M/s Vijay Singla & Associates, Chartered Accountants as Statutory Auditors of the Company.

4. To approve the remuneration payable to Krishan Singh Berk Cost Auditors of the Company for the Financial Year 2015-2016.

Against

Signed this..................................... day of.........................2015

Signature of Shareholder:.........................................................

Signature of Proxy holder (s):....................................................

Affix a Revenue

Stamp

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

2. A Proxy need not be a member of the Company

3. 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 carrying voting rights. 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 act as a proxy for any other person or shareholder.

4. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

5. In the case of Joint holders, the signature of any one holder will be sufficient, but names of the all the joint holders should be stated.

20th ANNUAL GENERAL MEET 2014

2014-2015Annual Report

RICHA INDUSTRIES LIMITEDCertified ISO 9001:2008; OHSAS 18001:2007

CORPORATE CUM REGISTERED OFFICE: Plot No-29, DLF Industrial Area, Phase-ii, Faridabad,Haryana, India-121003

KASHIPUR UNIT:8th Km Stone, NH-121, Ram Nagar Road, Kashipur,Distt. Udam Singh nagar, Uttrakhand-244713Phone:+91-5947-223333

FARIDABAD UNIT:Village Kanwara, Old Faridabad,

Kheri-Jasana Road, Faridabad-121101Phone: +91-129-2201132; Fax: +91-129-2201137

www.richa.in